Terms of Service

01 About us

This website and the services described on it are operated by Ordernised ("we", "us", "our"), which supplies technology and agency services to hospitality and retail businesses.

Our registered office in Nottingham is where the company is registered and where statutory records are held. Our team works from, and serves clients out of, our operational base in Derby.

02 These terms and your acceptance

These terms apply to your use of this website, and to any services we supply to you, unless we have signed a separate written agreement with you that says otherwise.

By using this website, submitting an enquiry, accepting a quote, signing a statement of work, or using any of our services, you confirm that you accept these terms and that you have authority to accept them on behalf of the business you represent.

If more than one document applies, the order of priority is: first, any separate written agreement signed by both parties; second, the statement of work or written quote; third, these terms.

03 Definitions

04 The services we provide

Depending on what we agree with you, our Services may include any combination of the following.

• Marketing and growth. Strategy, content, social, paid media, email and campaign delivery.
• Loyalty, CRM and analytics. Customer databases, retention programmes and reporting.
• Ecommerce and ordering. Online shops, direct ordering, menus, click and collect and table ordering.
• Payments. Setting up and integrating payment processing through regulated payment providers.
• Delivery logistics. Dispatch, driver allocation and access to our partner delivery network, or tools to run your own drivers.
• Software development and integrations. Bespoke systems, APIs and connections to third party platforms and point of sale systems.
• Websites. Design, build, hosting arrangements and maintenance.
• Automation. Workflow and messaging automation across the tools you use.
• Support. Onboarding, training, account management and live operational support.

Descriptions of Services on this website are for general information and are not a binding offer. The exact scope of what we will provide to you is what is written in your Statement of Work.

We may improve, update or change the Platform from time to time. We will not make a change that materially reduces the core functionality you are paying for without giving you reasonable notice.

05 Quotes, orders and statements of work

1. A quote is an invitation for you to place an order. It is valid for 30 days from its date unless it says otherwise, and it is based on the information you have given us.
2. A contract is formed when you accept the quote or Statement of Work in writing, or when we confirm your order in writing, or when we begin providing the Services at your request, whichever happens first.
3. Timings in a Statement of Work are estimates given in good faith. They assume you provide Client Materials, approvals and access when we ask for them. Delays on your side may move the delivery dates.
4. Any change to the agreed scope must be agreed in writing. We will tell you the effect on Fees and timings before we start the additional work.
5. If work is paused at your request for more than 30 days, we may invoice for work completed to that point and reschedule the remainder subject to availability.

06 Fees, billing and payment

1. Fees are as set out in the Statement of Work. Subscription and retainer Fees are normally invoiced in advance for each billing period. Project Fees may be staged, and we may ask for a deposit before work begins.
2. Unless the Statement of Work says otherwise, invoices are payable within 14 days of the invoice date, in pounds sterling, by the method shown on the invoice.
3. Fees exclude VAT and any other applicable taxes, which we will add at the prevailing rate where they apply.
4. Costs we pay to third parties on your behalf, such as domain names, advertising spend, messaging credits, payment processing charges, delivery charges and third party licence fees, are charged to you at cost or as quoted, and may change if the third party changes its pricing.
5. If an invoice is overdue we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and we may suspend the Services after giving you written notice and a reasonable opportunity to pay.
6. All amounts are payable in full without set off, deduction or withholding, except as required by law.
7. We may review and increase recurring Fees on written notice of at least 30 days, taking effect from the start of your next renewal period.

07 Pricing shown on this website

Any prices, packages or plans shown on this website are indicative only. They are published to give you a sense of what a typical engagement costs, and they are not an offer capable of acceptance.

Actual Fees depend on scope, integrations, volumes, third party costs and the level of support you need, and are confirmed in a written quote or Statement of Work. Website pricing may change at any time without notice, and it does not vary any Fees already agreed with you in writing.

08 Term, renewal and cancellation

1. Project work runs until the Deliverables in the Statement of Work are complete. Subscription and retainer Services run for the minimum term stated in the Statement of Work and then renew automatically for successive periods of the same length, unless either party gives written notice to end them. The default notice period is 30 days' written notice, taking effect at the end of the current billing period. Any minimum term is stated in the Statement of Work.
2. Either party may end the agreement immediately by written notice if the other party commits a material breach that it fails to remedy within 30 days of being asked to in writing, or if the other party becomes insolvent, enters administration or liquidation, or ceases to trade.
3. We may suspend the Services where Fees are overdue, where continuing would breach the law, or where your use is causing a security risk to our Platform or our other clients. We will give notice where it is reasonable to do so.
4. On termination for any reason, Fees for Services delivered and costs committed up to the termination date become payable immediately, and any licence granted to you under section 10 continues only if you have paid in full.
5. On termination we will, on request made within 30 days, provide a reasonable export of your data in a commonly used format. After that period we may delete it in line with our Privacy Policy and our contract with you.

09 Your responsibilities

The Services depend on the information and access you give us. You agree that you will:

• Keep menu, product and pricing information accurate. You are responsible for what is published on your ordering pages, including item descriptions, prices, availability, portion sizes, taxes and any charges added at checkout.
• Meet your food safety and allergen duties. You are responsible for allergen and ingredient information, food hygiene, labelling and food information law, including the requirements that apply to food prepared for direct sale. We publish the information you give us. We do not verify it, and we are not responsible for its accuracy or completeness.
• Hold and maintain the right licences and registrations. For example food business registration, premises and alcohol licences, and any permissions needed for age restricted goods, and verify age at the point of sale and on delivery where the law requires it.
• Provide Client Materials you have the right to use. You confirm you own or are licensed to use everything you send us, including images, fonts, music, logos and copy, and that it does not infringe anyone's rights.
• Give us timely access, approvals and information. Including access to platforms, accounts and systems we need in order to do the work.
• Keep your account secure. Protect login credentials, control who in your business has access, and tell us promptly if you suspect unauthorised access.
• Comply with the law. Including consumer protection and pricing rules, advertising standards, electronic marketing rules, and data protection law in your role as controller of your customers' data.
• Keep your business and bank details up to date so orders, payouts and invoices reach the right place.

10 Intellectual property

1. Our materials. We own, and keep ownership of, all intellectual property rights in the Platform, our software, source code, tools, frameworks, templates, reusable components, methods and know how, including anything we developed before the engagement or independently of it, and any improvements we make to them.
2. Your materials. You own, and keep ownership of, all intellectual property rights in the Client Materials. You grant us a non exclusive, royalty free licence to use, copy, modify and display them for as long as we need to in order to provide the Services and, subject to clause 10.5, to reference the work.
3. Bespoke Deliverables. Unless the Statement of Work says otherwise, once you have paid the Fees in full we grant you a perpetual, worldwide, non exclusive, non transferable licence to use the Deliverables for the purposes of your business. Ownership of the underlying Platform, frameworks, libraries and reusable components stays with us.
4. Assignment where agreed. Where a Statement of Work expressly states that ownership of specific Deliverables transfers to you, we assign those rights to you on receipt of payment in full, excluding any of our pre-existing materials or third party components embedded in them, which remain licensed as described above.
5. Portfolio. We may describe the work we have done for you, and use your name and logo, in our portfolio, case studies and marketing. If you would prefer we did not, tell us in writing and we will stop.
6. Third party components. Some Deliverables may include open source or licensed third party components. Your use of those is subject to the relevant third party licence, and we will tell you where that applies.

11 Third party services and platforms

Our Services often connect to platforms we do not control, including payment providers, delivery networks, point of sale systems, marketplaces, hosting and domain providers, advertising and social platforms, messaging providers and analytics tools.

1. Your use of those platforms is governed by their own terms and policies, and you are responsible for accepting and complying with them.
2. We are not responsible for their availability, performance, security, pricing changes, policy changes, account decisions, or for changes to their interfaces or APIs that affect an integration we have built.
3. Where a third party changes or withdraws a service in a way that requires rework, we will tell you and quote for the change.
4. Payments made by your customers are processed by regulated payment providers. Settlement timing, chargebacks, refunds, holds and fees are governed by your agreement with that provider.

12 Delivery services

Where we arrange delivery for you, either through our partner network or through tools that dispatch your own drivers, the following applies.

1. We arrange and coordinate delivery. We do not prepare, cook, package or check the contents of an order. Food safety, order accuracy, packaging suitability, temperature control and having the order ready on time remain your responsibility as the venue.
2. Delivery times, distances and quoted delivery windows are estimates. They can be affected by traffic, weather, driver availability, demand, road closures, access at the delivery address, and the time an order takes to prepare.
3. We are not responsible for losses caused by an order being late, refused, undeliverable, or delivered to an incorrect address supplied by the customer, or for items that are unsuitable for transport or that deteriorate in transit.
4. Delivery partners in our network are independent third parties. Where a partner causes loss or damage, we will use reasonable efforts to help you pursue the claim with that partner.
5. Where you use your own drivers, you are solely responsible for their employment status, right to work, driving licences, insurance, vehicle roadworthiness and compliance with all applicable law. We provide the software, not the drivers.
6. Coverage areas, service hours and delivery charges can change. We will give reasonable notice of changes that affect you where we can.

13 Acceptable use

You must not, and must not allow anyone else to:

• use the Services for anything unlawful, fraudulent or misleading, including misleading pricing or availability;
• upload or publish content that is defamatory, obscene, discriminatory, or that infringes anyone's intellectual property or privacy rights;
• sell goods you are not licensed to sell, or supply age restricted goods to anyone under the legal age;
• introduce viruses or malicious code, or attempt to gain unauthorised access to the Platform, its infrastructure or another client's data;
• copy, reverse engineer, decompile or attempt to derive the source code of the Platform, except to the extent the law expressly permits;
• resell, sublicense or provide access to the Platform to a third party without our written permission;
• use customer data obtained through the Platform for any purpose that is unlawful or that the customer would not reasonably expect;
• place unreasonable load on the Platform, or use automated means to extract data from it.

We may suspend or terminate access immediately where we reasonably believe this section has been breached.

14 Availability, warranties and disclaimers

1. We warrant that we will provide the Services with reasonable skill and care, using suitably qualified people.
2. We aim for high availability of the Platform, but we do not warrant that it will be uninterrupted, timely, error free or free of vulnerabilities. Where we have agreed a specific service level, it will be set out in the Statement of Work.
3. We may carry out planned maintenance, and will try to schedule it outside peak trading hours and give notice where practical. Emergency maintenance may happen without notice.
4. We do not warrant that the Services will produce any particular commercial result, level of sales, ranking, reach or return. Figures quoted in case studies and on this website describe past results for specific clients and are not a promise of what you will achieve.
5. Content on this website is provided for general information. We take care over it, but we do not warrant that it is complete, accurate or current.
6. Except as expressly set out in these terms, and to the fullest extent permitted by law, all warranties, conditions and terms implied by statute or common law are excluded.

15 Limitation of liability

1. Subject to the paragraph above, we are not liable to you, whether in contract, tort including negligence, breach of statutory duty or otherwise, for any loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of contract, loss of goodwill or reputation, or any indirect or consequential loss.
2. We are not liable for loss or corruption of data beyond restoring the most recent backup we hold, and you remain responsible for keeping your own copies of Client Materials and business records.
3. Subject to the paragraph above, our total aggregate liability arising out of or in connection with the Services, in any 12 month period, is limited to the total Fees paid by you to us in the 12 months immediately before the event giving rise to the claim.
4. We are not liable for losses arising from the acts, omissions or failures of third party platforms or delivery partners, from Client Materials that are inaccurate, or from your failure to meet your responsibilities under section 9.
5. You should maintain insurance appropriate to your business, including public liability and product liability cover.
6. Each provision of this section operates separately. If any part is held to be unenforceable, the rest continues to apply.

16 Indemnity

You agree to indemnify us against all liabilities, costs, expenses, damages and losses, including reasonable legal fees, that we suffer or incur arising out of or in connection with:

• any claim that Client Materials infringe a third party's intellectual property or other rights;
• any claim relating to the accuracy of allergen, ingredient, product or pricing information you supplied or published;
• your breach of section 13, Acceptable use;
• your breach of any applicable law, licence condition or regulatory requirement; and
• any claim brought by one of your customers that arises from your goods, services or conduct rather than from our Services.

17 Confidentiality

Each party may receive confidential information from the other, including commercial terms, business plans, sales data, customer information, source code and technical information.

1. Each party will keep the other's confidential information secret, use it only to perform its obligations under these terms, and disclose it only to those of its staff, contractors and advisers who need it and who are bound by equivalent obligations.
2. These obligations do not apply to information that is or becomes public through no breach of these terms, was already lawfully known to the receiving party, is developed independently without reference to the confidential information, or must be disclosed by law, a court or a regulator.
3. These obligations continue for 3 years after the engagement ends, and indefinitely for anything that is a trade secret.

18 Data protection

Each party will comply with the UK GDPR, the Data Protection Act 2018 and all other applicable data protection law.

1. Where we process personal data that we decide the purpose of, such as your contact details as our client, we act as a controller. How we do that is explained in our Privacy Policy.
2. Where we process personal data belonging to your customers through the Platform, you are the controller and we are your processor. We will process that data only on your documented instructions, under a data processing agreement meeting the requirements of Article 28 of the UK GDPR.
3. You confirm that you have a lawful basis for the data you ask us to process, that you have given your customers the privacy information they are entitled to, and that you have obtained any consents that are required, including for marketing you ask us to send on your behalf.
4. Each party will help the other respond to requests from individuals exercising their data protection rights, and will notify the other without undue delay of any personal data breach affecting the other's data.

19 Force majeure

Neither party is liable for any failure or delay in performing its obligations, other than an obligation to pay money, caused by an event beyond its reasonable control. That includes acts of God, fire, flood and extreme weather, war, terrorism, civil unrest, epidemic or pandemic, government action or restriction, industrial action, failure of utilities, telecommunications or internet services, cyber attack, and the failure or withdrawal of a third party platform or supplier.

The affected party will tell the other as soon as it reasonably can, and its obligations are suspended for the duration of the event. If the event continues for more than 60 days, either party may end the agreement on written notice, without liability other than for amounts already due.

20 General terms

1. Entire agreement. These terms, together with the Statement of Work and any signed agreement, form the entire agreement between us and replace any earlier discussions, proposals or representations. Neither party relies on any statement not set out in those documents. Nothing in this clause limits liability for fraud.
2. Variation. Any change to these terms in a specific engagement must be agreed in writing by both parties.
3. Assignment and subcontracting. We may subcontract parts of the Services, and we remain responsible for work done by our subcontractors. You may not assign or transfer your rights or obligations without our written consent, which we will not unreasonably withhold.
4. Severance. If any provision is found to be invalid or unenforceable, it will be modified to the minimum extent necessary, or deleted, and the remaining provisions continue in force.
5. No waiver. A failure or delay in enforcing a right is not a waiver of that right or any other right.
6. No partnership. Nothing in these terms creates a partnership, joint venture, agency or employment relationship between us.
7. Third party rights. A person who is not a party to these terms has no right to enforce them under the Contracts (Rights of Third Parties) Act 1999.
8. Notices. Notices must be in writing and sent by email to the address each party uses for the engagement, or by post to the registered office. Email notices are treated as received on the next Business Day.

21 Changes to these terms

We may update these terms from time to time, for example to reflect changes to our Services, our suppliers, or the law. The version published on this page at the time you place an order is the version that applies to that order.

Where a change materially affects an ongoing engagement, we will give you reasonable notice. If you do not accept the change, you may end the affected Services on written notice before the change takes effect, and we will refund any Fees you have paid in advance for the period after termination.

22 Governing law and jurisdiction

These terms, their subject matter and their formation, including any non contractual disputes or claims, are governed by the law of England and Wales.

Both parties agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms.

23 How to contact us

If you have a question about these terms, or a concern about the Services, please talk to us first. We would rather sort something out quickly than let it become a dispute.