Last Updated: March 4, 2021
OrderMenu Service Agreement
1. General Terms and Conditions of Sale
In these Terms of Use, OrderMenu is referred to as “OrderMenu”, “we” or “us” and End User Customers are referred to as “Consumer”, “consumers”, “user”, “users”, Restaurants, Public Houses or other Merchants are referred to as “merchant” or “you”. The services we provide are referred to as the “Service”. “Third Party Software” means the software to be supplied or supported as part of this Agreement.
The contract of purchase is between the Consumer and Merchant and OrderMenu is just a facilitator/ordering platform.
The following capitalised terms have the following meanings in the Agreement:
“Consumer”, “Customer” a person who has used OrderMenu to place an Order to your business
“Gross Order Value” the total amount charged by you to the Consumer for an Order (excluding the Service Charge but including the value of the goods plus any delivery charges levied by you) plus any applicable taxes
“Opening Hours” those hours of operation which you communicate to us digitally from time to time
“Order” an order for your goods placed by a Consumer and communicated directly to you by the OrderMenu system.
“Premises” an outlet controlled by you from which food, drink and other products are prepared and / or served or distributed to consumers
2. Future changes to the restaurant agreement and notices
We may make amendments or additions to the Agreement. We may send you documentation (such as roles or guidelines) via these means, and we may specify that such documentation (or part(s) of it) is intended to form part of the Agreement. OrderMenu shall give you a minimum of 7 days notice of a change in these terms before they take effect.
3. The Service We Provide to You
OrderMenu: We enable Consumers to place food Orders from you via OrderMenu. The legal contract for the purchase of your goods will in all cases be between you the Merchant and the relevant Consumer.
Marketing: You give us your consent to use your name, logo and other intellectual property for the purpose of marketing activities during the term of the Agreement, and you warrant to us that you have the ability to grant this consent to us.
4. Availability of the OrderMenu System
As electronic services are subject to interruption or breakdown, access to the OrderMenu system is offered on an “as is” and “as available” basis only. OrderMenu cannot be held liable for any losses, directly, indirectly or speculatively due to the system being unavailable, including but not limited to service outages, downtime, maintenance, and errors.
You are responsible for ensuring that you have alternate contingency plans in place to enable you to take orders or transactions should the OrderMenu System be unavailable.
5. Your Use of OrderMenu
Ownership of software & use: The OrderMenu software remains our property, at all times. You are authorised to use this software during the Term in accordance with any end-user licence which we give you notice of from time to time. You must not, and you must ensure that your employees and contractors do not reverse engineer, decompile, disassemble, crack or otherwise misuse the software, and you will use reasonable efforts to keep the functionality of the software confidential to you and your employees and contractors.
OrderMenu changes: We may upgrade or alter the software at any time.
6. Your Fulfilment of Orders
Your obligations to Consumers: You acknowledge and understand that once a Consumer has placed an Order via OrderMenu, the supply of goods has been created and you are not obliged to fulfil that Order in accordance with the Order details received on the software. You have the option to accept, change and decline the Order.
Acceptance & rejection: If you cannot fulfil your obligation to the Consumer in respect of any Order, You remain liable for updating and providing a reason directly to the Consumer.
Consumer receipts: You will provide each Consumer with a receipt (and a tax receipt, if applicable) in respect of an Order, if the Consumer requests it.
Delivery and collection: Unless we have agreed otherwise, we will allow Consumers to select delivery and/or collection when placing their Order. If you provide delivery, you will use reasonable commercial efforts to deliver or procure the delivery of the ordered goods to the Consumer promptly at the address communicated to you. You must also check that the Order number given by the Consumer corresponds with the Order number received by you.
All Orders which are delivered by you shall be packaged by you in a manner which is proportionate and suitable for delivery and sealed to avoid tampering, and checked by you to ensure the Order is accurate, complete and contains all the goods ordered by the Consumer.
7. Information You Supply to Us
You have the facility to input data entry at your own accord at the initial stage. However, if you wish to have support from us in relation to data entry: You must supply us with any information about your goods, your Premises or your business which we (acting reasonably) may ask you to supply, and you must ensure that such information is accurate. You acknowledge that your information (such as postcode, delivery radius and opening hours) and information about your dishes and products will be reproduced verbatim for display to Consumers via OrderMenu. You must ensure that we are supplied with information which is up to date at all times.
If you request our support for data entry – with regard to Allergen information: You are responsible for providing us with up-to-date details of any allergens in the goods offered for sale via OrderMenu in accordance with applicable laws, and you acknowledge that we will repeat the information you provide about allergens verbatim on OrderMenu. We do not undertake to check and are not liable for checking this information on your behalf.
Opening hours: You must keep consumers informed of your hours of operation.
8. Our Charges
General: We will charge you a monthly subscription fee when you agree to use our OrderMenu services. We do not charge for a percentage per order, however the payment gateway provider may impose their own charges. It is your responsibility to ensure you are happy with these charges. All payments for any Services must be made in full by clear funds before the signup will be accepted, processed and acted on by OrderMenu.
The use of the OrderMenu system comes with fair-use limitations. We reserve the right to immediately suspend your service for any reason or no reason whatsoever, and to refund any remaining payment you have made on a pro-rata basis.
Other charges to you: We may charge you for other services we provide such as administrative services at the rates we give you due notice of from time to time. You will be informed of these charges before you agree for us to undertake the work.
Customer transactions will be processed through a payment gateway and you as a merchant will be charged a fee of which charges may vary dependent upon the payment gateway. OrderMenu may change its charges to you, and will provide you with 30 days written notice before doing so.
Description of Support Services
Unless otherwise expressly agreed OrderMenu, support services will be provided during normal UK business hours of 9.00 a.m. to 5.30 p.m. Monday to Friday, excluding Public Holidays.
Jurisdiction
Governing law & jurisdiction: The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including any dispute or claim relating to non-contractual obligations) is governed by and construed in accordance with English law. The courts of England & Wales have exclusive jurisdiction to settle any dispute or claim (including any dispute or claim relating to non-contractual obligations) arising in connection with the Agreement.
Limitation of Liability
Subject to any responsibilities implied by law and which cannot be excluded, OrderMenu, and its directors, employees, agents and contractors, are not liable to you for any complaints, reputation or financial damage, losses, damages, liabilities, claims and expenses (including but not limited to legal costs and defence or settlement costs) whatsoever, whether direct, indirect or consequential, arising out of or referable to the services provided through the OrderMenu System.
OrderMenu does not accept any liability for a confirmed order that is not available at arrival time due to clerical or administrative errors on the part of you or your staff or OrderMenu. OrderMenu is not responsible for the loss or corruption of your data.
Termination
This Agreement and your access to the OrderMenu System may be terminated at any time by OrderMenu with 30 days’ notice to you. All restrictions, indemnities and licences granted by you, and all disclaimers and limitations of liability by OrderMenu, will survive termination. However, upon termination, you will no longer be authorised to access the OrderMenu System. All data held by OrderMenu can by written request be supplied in a CSV format for you to meet all legal requirements of holding customer and transaction data. If you wish to cancel your services, you must give 30 days’ notice in writing by email. No fees paid will be refunded at any time.
Terms of Use Specific to GDPR
OrderMenu may only process Personal Data in connection with its performance of Services pursuant to the Agreement, or as otherwise instructed by you or required by applicable law. If we receive an instruction by you that in our view may be illegal or contradict the GDPR we will inform you in a timely manner.
The subject-matter, duration, nature and purpose of the Processing, types of Personal Data and categories of individuals will be the same as for the relevant Services to which the Processing relates. OrderMenu may aggregate or anonymise your Data for the purpose of product or service improvements, data science and reporting.
OrderMenu has implemented and continues to maintain commercially reasonable technical and organisational measures for the OrderMenu Services that are designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, disclosure or access. OrderMenu will notify you of a data security incident per the requirements of the GDPR.