Terms & Conditions

The website and services are operated by:

OrderWeb Ltd Company number: 12760826 Brockley, London United Kingdom

Email: mail@orderweb.co.uk

In these Terms, “OrderWeb”, “we”, “us” and “our” refer to OrderWeb Ltd.

“Customer”, “you” and “your” mean the person or business using our website or purchasing, subscribing to or engaging us to provide Services.

OrderWeb provides software, technology, development and digital services primarily to businesses.

Our Services may include:

• restaurant online ordering systems;
• local point-of-sale (“POS”) software;
• restaurant websites;
• table-booking functionality;
• restaurant customer accounts;
• loyalty functionality;
• gift cards and online shops;
• payment-provider integrations;
• transactional email and SMS functionality;
• website design and development;
• custom web application development;
• software development;
• website maintenance;
• agreed post-development editing;
• technical support;
• design services;
• video or digital media production; and
• other technology or creative services agreed with a Customer.

The exact Services supplied to a Customer will be those specified in the relevant quotation, proposal, order form, subscription plan, project specification or customer agreement.

OrderWeb's Services are primarily intended for businesses, including restaurants, food-service businesses, retailers and other commercial organisations.

Where you enter into an agreement with us on behalf of a company, partnership, restaurant or other organisation, you confirm that you have authority to bind that organisation to the applicable agreement.

If you use any OrderWeb service as a consumer rather than for business purposes, nothing in these Terms limits any mandatory rights you may have under applicable consumer law.

You may use the OrderWeb website for lawful purposes.

You must not:

• use the website for unlawful, fraudulent or malicious purposes;
• attempt to gain unauthorised access to the website, infrastructure or accounts;
• interfere with the operation or security of the website;
• introduce malware, harmful code or automated attacks;
• misuse contact, enquiry, demo or registration forms;
• conduct excessive or abusive automated scraping;
• attempt to bypass security or rate-limiting measures;
• impersonate another person or business;
• infringe intellectual property, privacy or other legal rights; or
• use the website in any way that could materially damage OrderWeb or other users.

We may restrict or block access where we reasonably believe the website is being abused or used unlawfully.

We take reasonable steps to keep information on our website accurate and up to date.

However, website content is provided for general information and may not always reflect the latest product configuration, pricing, availability or technical specification.

Website content does not constitute legal, financial, tax, regulatory, accounting or professional advice.

You should obtain appropriate independent advice where required for your business.

Submitting an enquiry, requesting a demonstration or asking for a quotation does not automatically create a contract between you and OrderWeb.

A contract for paid Services will normally arise when one or more of the following occurs:

• you accept a quotation or proposal;
• you sign or electronically accept an agreement;
• you submit an accepted order form;
• you purchase or activate a subscription;
• you make an agreed payment; or
• we otherwise confirm acceptance of your order or project in writing.

You confirm that information supplied to us in connection with a quotation, project or account is accurate to the best of your knowledge.

Prices shown on our website may be indicative unless expressly stated otherwise.

The final price for Services will be confirmed through the applicable:

• quotation;
• subscription plan;
• proposal;
• order form;
• project agreement; or
• customer agreement.

Prices may vary depending on:

• functionality;
• number of locations;
• software configuration;
• integrations;
• custom development;
• design requirements;
• support requirements;
• messaging usage;
• third-party services; and
• other agreed project requirements.

Unless stated otherwise, prices do not include additional third-party costs that are expressly identified as payable separately.

Where OrderWeb provides a recurring SaaS or POS subscription, the subscription terms, price and billing period will be shown in the applicable plan, quotation or agreement.

Subscription fees may be charged monthly, annually or on another agreed billing cycle.

Customers are responsible for ensuring that valid payment information is maintained where automatic payment is required.

Unless otherwise agreed, the Customer's right to use a subscription Service continues only while the applicable subscription remains active and fees are paid when due.

Any minimum commitment period, renewal arrangement or notice period will be stated before the Customer enters into the applicable subscription.

We may change pricing for future purchases or new customers at any time.

For an existing subscription, we will not change an agreed recurring fee during a fixed contractual term unless:

• the applicable agreement expressly permits the change;
• the change results from a Customer-requested change in Services;
• a third-party cost is expressly passed through under the applicable agreement; or
• the parties otherwise agree.

Where we propose a change to the price of a continuing subscription after its current term, we will provide reasonable notice before the revised price takes effect.

If the applicable customer agreement provides different price-change rules, that agreement will prevail.

Invoices and subscription charges must be paid in accordance with the payment terms specified in the applicable quotation, invoice or agreement.

Where an invoice does not specify a payment period, payment is due within the reasonable period stated by OrderWeb in connection with the relevant Service.

The Customer is responsible for applicable VAT and other taxes where legally chargeable.

If payment is materially overdue, we may, after reasonable notice where appropriate:

• suspend affected Services;
• restrict account access;
• pause ongoing project work; or
• terminate Services in accordance with the applicable agreement.

Suspension does not remove the Customer's obligation to pay properly due amounts.

Where OrderWeb provides website design, application development, software development, video, media or other project-based work, the scope will be based on the agreed project specification, quotation or proposal.

The Customer is responsible for reviewing requirements carefully before accepting the project.

Any work requested outside the agreed scope may:

• require a revised quotation;
• result in additional charges;
• affect the delivery schedule; or
• be treated as a separate project.

We will not normally carry out substantial additional work without agreement from the Customer.

Where a project includes a stated revision period or post-development editing period, including any agreed two-month editing period, the applicable quotation or proposal will define what is included.

Unless otherwise agreed, an included editing period is intended for reasonable changes to existing agreed content or presentation.

It does not automatically include:

• substantial redesign;
• entirely new pages;
• new functionality;
• new software integrations;
• redevelopment of completed systems;
• extensive new content creation; or
• changes materially outside the original project scope.

Work outside the included editing scope may be quoted separately.

Any project delivery date is based on the scope and information available when the project is agreed.

Delivery dates may be affected by:

• Customer delays;
• late delivery of content or assets;
• changes in project scope;
• delayed approvals;
• third-party services;
• external platform approvals;
• technical dependencies; or
• events outside our reasonable control.

Where a delay occurs, we will take reasonable steps to communicate with the Customer and minimise disruption.

Unless expressly agreed as a strict contractual deadline, an estimated delivery date is an estimate rather than a guarantee.

The Customer must provide information, materials, decisions and approvals reasonably required for OrderWeb to perform the agreed Services.

The Customer is responsible for ensuring that materials supplied to OrderWeb may lawfully be used for the project.

This includes responsibility for obtaining appropriate rights to:

• logos;
• photographs;
• videos;
• fonts;
• text;
• trademarks;
• menus;
• product images;
• music;
• graphics;
• customer databases; and
• other supplied content.

The Customer must not instruct OrderWeb to publish unlawful, misleading, defamatory, infringing or otherwise prohibited material.

The Customer retains ownership of its own content and business data supplied to OrderWeb, including where applicable:

• menus;
• pricing;
• logos;
• photographs;
• restaurant information;
• product data;
• customer data; and
• business content.

The Customer grants OrderWeb a limited licence to host, copy, modify, process, transmit and display such materials only to the extent reasonably necessary to provide the Services.

This licence ends when the material is no longer reasonably required for the Services, subject to legal requirements, backups and applicable contractual obligations.

Restaurants using OrderWeb are responsible for the accuracy of their own:

• menu items;
• ingredients;
• allergen information;
• prices;
• availability;
• opening hours;
• collection times;
• delivery areas;
• delivery charges;
• table availability;
• promotions; and
• other consumer-facing information.

OrderWeb provides technology that enables restaurants to publish and manage this information but does not independently verify every item entered by a restaurant.

Unless expressly stated otherwise, OrderWeb provides the software platform through which a restaurant may receive orders from its customers.

The relevant restaurant is responsible for:

• accepting or rejecting food orders;
• preparing food;
• ensuring food safety;
• allergen management;
• order accuracy;
• restaurant service;
• refunds relating to restaurant fulfilment where applicable;
• delivery or collection fulfilment; and
• compliance with laws applicable to its food business.

OrderWeb is not the seller of restaurant food merely because an order is placed using OrderWeb software.

Where OrderWeb separately contracts to provide another service, responsibility will be determined by that applicable agreement.

Where OrderWeb provides local POS functionality, the Customer is responsible for:

• using the POS lawfully;
• configuring relevant tax and pricing settings appropriately;
• protecting POS credentials;
• maintaining compatible equipment where required;
• ensuring employees are appropriately authorised;
• verifying critical financial or operational information; and
• maintaining any records required independently by law.

OrderWeb does not provide accounting, tax or legal advice through the POS software.

OrderWeb may integrate with third-party payment providers such as Stripe, Worldpay, Global Payments, Adyen, Teya, PayPal or other providers.

Payment-processing services may be subject to separate terms between the Customer and the relevant provider.

OrderWeb does not control:

• payment-provider authorisation decisions;
• bank decisions;
• chargebacks;
• card-network rules;
• account suspensions imposed by payment providers;
• settlement timing; or
• third-party payment-provider outages.

The Customer is responsible for complying with requirements imposed by its payment provider or acquiring bank.

Where payment-card functionality is used, relevant parties may have responsibilities under the Payment Card Industry Data Security Standard (“PCI DSS”).

OrderWeb designs its payment integrations to reduce exposure to raw payment-card information, including through hosted payment pages and secure payment components supplied by payment providers where applicable.

Nothing in these Terms constitutes a guarantee that a Customer automatically satisfies its own PCI DSS obligations merely by using OrderWeb.

Customers remain responsible for any PCI DSS obligations that apply to them as merchants or users of payment services.

Where we provide Customer accounts, the Customer must:

• provide accurate account information;
• keep passwords and credentials secure;
• restrict access to authorised personnel;
• promptly disable accounts that should no longer have access; and
• notify us promptly of suspected unauthorised access.

The Customer is responsible for activity carried out using its authorised accounts except to the extent caused by OrderWeb's own breach of its obligations.

Customers must not use our Services to:

• commit fraud;
• facilitate unlawful transactions;
• distribute malware;
• send unlawful spam;
• unlawfully process personal data;
• infringe intellectual property rights;
• impersonate another person;
• harass or threaten others;
• circumvent security controls;
• attempt unauthorised access;
• conduct attacks against third parties;
• sell unlawful goods or services; or
• use the Services in any manner that creates a material security or legal risk.

We may suspend use where we reasonably believe this clause has been materially breached.

Except for Customer-owned content, all intellectual property rights in:

• the OrderWeb platform;
• software;
• source code;
• underlying architecture;
• reusable software components;
• APIs;
• development tools;
• documentation;
• templates;
• OrderWeb branding;
• website content; and
• proprietary technology

remain owned by OrderWeb or our licensors unless expressly agreed otherwise in writing.

No ownership of the OrderWeb platform or underlying technology transfers to a Customer merely because the Customer pays subscription or development fees.

Ownership of intellectual property created specifically for a custom development, website, application, design or media project will be determined by the applicable quotation, proposal or project agreement.

Unless expressly agreed otherwise:

• the Customer retains ownership of materials it originally supplies;
• OrderWeb retains ownership of its pre-existing technology, frameworks, libraries, tools, methodologies and reusable components; and
• the Customer receives the rights necessary to use the completed deliverables for the purposes agreed.

Where full assignment of specific bespoke work has been agreed, that assignment may be conditional on full payment of the applicable project fees.

Our Services may rely on third-party:

• APIs;
• hosting providers;
• cloud services;
• payment providers;
• email providers;
• SMS providers;
• libraries;
• mapping services;
• application stores;
• domain registrars;
• plugins; or
• other technology.

Third-party services may be subject to their own terms and availability.

We will take reasonable care when selecting and integrating third-party services but cannot guarantee that an independent third-party service will always remain available or unchanged.

We aim to provide reliable and secure Services.

However, software and internet services may occasionally be unavailable because of:

• maintenance;
• software updates;
• network failure;
• hosting-provider outages;
• third-party failures;
• security incidents;
• emergency maintenance; or
• circumstances outside our reasonable control.

Unless a specific Service Level Agreement has been agreed in writing, we do not guarantee uninterrupted or error-free operation.

We will use reasonable efforts to restore affected Services where an outage is within our control.

We may update OrderWeb software to:

• fix defects;
• improve security;
• introduce improvements;
• maintain compatibility;
• comply with legal requirements;
• address third-party changes; or
• improve performance.

We may modify or discontinue individual features where reasonably necessary.

Where a material change significantly affects a paid Service, we will take reasonable steps to notify affected Customers where appropriate.

Where OrderWeb provides hosted Services, we may maintain backups for resilience, security and disaster-recovery purposes.

Backups are not intended to replace the Customer's own legal, financial or operational record-keeping responsibilities where separate records are required.

The availability and retention of backups may vary according to the Service and infrastructure involved.

Support arrangements depend on the applicable subscription, quotation or agreement.

Unless a specific support or Service Level Agreement has been agreed, support response and resolution times are targets only and not guaranteed contractual deadlines.

We may prioritise requests based on severity, security risk and number of affected users.

Each party must comply with applicable data-protection law.

Our handling of personal information for our own purposes is described in our Privacy Policy.

Where OrderWeb Processes personal data on behalf of a Customer, the applicable processing is also governed by our Data Processing Agreement (DPA).

Customers using OrderWeb to process information about their own customers or staff remain responsible for their obligations as Data Controllers where applicable.

Where either party receives confidential business or technical information from the other in connection with the Services, it must take reasonable steps to keep that information confidential and use it only for the purposes of the relevant business relationship.

Confidentiality obligations do not apply to information that:

• is already lawfully public;
• was lawfully known without confidentiality restrictions;
• is independently developed without use of the confidential information;
• is lawfully obtained from another source; or
• must be disclosed by law or a competent authority.

We may suspend all or part of the Services where reasonably necessary because of:

• material non-payment;
• a serious security risk;
• unlawful use;
• fraud or suspected fraud;
• a material breach of the applicable agreement;
• a legal or regulatory requirement; or
• conduct creating a material risk to OrderWeb, other customers or third parties.

Where reasonably practicable, we will provide notice and an opportunity to resolve the problem before suspension.

Immediate suspension may be necessary where there is an urgent security, fraud or legal risk.

Termination rights for paid Services will primarily be governed by the applicable quotation, subscription, order form or customer agreement.

Where no separate termination provision exists, either party may terminate an ongoing Service by providing reasonable written notice.

Either party may terminate a Service immediately where the other party commits a serious material breach that cannot reasonably be remedied.

Where a breach can be remedied, the affected party should normally provide a reasonable opportunity to correct it before terminating.

Termination does not remove obligations or payment liabilities that arose before termination.

Following termination:

• the Customer's right to use the terminated Service ends;
• outstanding properly due amounts remain payable;
• each party must comply with continuing confidentiality obligations;
• Customer Data will be handled in accordance with the applicable DPA and Privacy Policy; and
• provisions that are intended to survive termination will continue to apply.

Where technically available and contractually applicable, Customers should export data they require before termination or within any agreed post-termination period.

Any refund entitlement will depend on the relevant Service, the applicable customer agreement and applicable law.

Unless otherwise agreed, properly completed bespoke project work is not automatically refundable merely because a Customer later changes its requirements or decides not to use the completed work.

Nothing in this clause limits any mandatory legal right to a refund or other remedy.

OrderWeb will provide Services with reasonable care and skill.

We do not exclude or limit liability where it would be unlawful to do so.

Nothing in these Terms excludes or limits liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any other liability that cannot lawfully be excluded or limited.

Where the Customer is acting in the course of business, and subject to the applicable customer agreement and law, OrderWeb will not be liable for indirect or consequential loss that was not reasonably foreseeable as a result of our breach.

To the extent permitted by law, we will not normally be responsible for:

• loss of anticipated profits;
• loss of business opportunity;
• loss of goodwill;
• losses caused by Customer-supplied incorrect information;
• losses resulting from unauthorised use of Customer credentials;
• losses caused solely by an independent third-party provider; or
• losses resulting from Customer failure to follow reasonable technical or security instructions.

Any specific financial liability cap will be set out in the applicable customer agreement where one applies.

Nothing in these Terms is intended to remove or reduce any legal rights that cannot lawfully be excluded.

Where mandatory consumer protections apply, those rights remain unaffected.

Neither party will be responsible for delay or failure to perform an obligation where the failure is caused by circumstances outside that party's reasonable control.

Examples may include:

• major internet or telecommunications failures;
• widespread cloud-provider outages;
• natural disasters;
• war or civil disturbance;
• government action;
• widespread cyberattacks;
• power-grid failures; or
• failure of critical third-party infrastructure outside the affected party's reasonable control.

This clause does not excuse payment obligations that became due before the relevant event.

We may update these Terms where reasonably necessary to reflect:

• changes in our Services;
• changes in law;
• regulatory requirements;
• security requirements;
• changes in technology; or
• changes in our business.

Changes to these website Terms will be shown by updating the “Last updated” date.

Where a change materially affects an existing paid contractual Service, we will provide notice where required by the applicable agreement or law.

Changes will not retrospectively remove rights that have already arisen under an existing agreement.

Business and contractual notices may be sent using the contact information provided by the Customer.

The Customer is responsible for keeping its business and account contact details reasonably up to date.

Routine technical, support and service communications may be sent electronically.

The Customer may not transfer a paid OrderWeb agreement to another person or business without our written consent, which will not be unreasonably withheld where the proposed transfer is legitimate and does not materially increase our risk.

OrderWeb may transfer an agreement as part of a genuine corporate restructuring, merger, acquisition or transfer of the relevant business, subject to applicable law and continuing contractual obligations.

For paid Services, these Terms together with the applicable:

• quotation;
• proposal;
• order form;
• SaaS Agreement;
• project agreement;
• DPA; and
• other expressly incorporated documents

form the applicable contractual framework between the parties.

Neither party relies on statements that are not incorporated into the relevant agreement, except that nothing in this clause limits liability for fraud or fraudulent misrepresentation.

If any provision of these Terms is found to be unlawful or unenforceable, that provision will be treated as modified or removed only to the extent necessary.

The remaining provisions will continue in effect.

A delay or failure by either party to enforce a right does not automatically mean that the right has been waived.

A waiver will apply only to the particular circumstances in which it is given.

Unless expressly stated otherwise, a person who is not a party to an applicable agreement has no right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

These Terms and any contractual or non-contractual dispute arising from them are governed by the laws of England and Wales.

Where the Customer is acting in the course of business, the courts of England and Wales shall have exclusive jurisdiction unless otherwise agreed in writing.

Where mandatory consumer law gives an individual the right to bring proceedings elsewhere, nothing in these Terms removes that right.

If you have questions about these Terms or OrderWeb Services, contact:

OrderWeb Ltd Company number: 12760826 Brockley, London United Kingdom

Email: mail@orderweb.co.uk

Related documents: Privacy Policy · Data Processing Agreement (DPA) · Cookie Policy · Master SaaS Agreement