In accordance with the division of the obligations and responsibilities below, the parties will cooperate in receiving online orders through customer’s website, designed, managed and marketed by OrderSense which is operated by DigiCom360 ltd. (hereinafter, designated as “we” or ”us”).

1.   YOUR SERVICE OBLIGATIONS

following aretakeaway/Restaurant

(hereinafter, designatd as ”you” or”your”) obligations.

1.1: You undertake to receive, reserve and deliver the customer orders as placed on your website in accordance with common and good standard. Your delivery and reservation  must correspond to what is stated about the order on your website.
1.2: In the event ofYour delivery of the prepared order or the table reserved for the customer, you must ascertain that the reservation number given by the customer corresponds with the reservation number received by you from us. You undertakes to request identification from the customer in the form of the signed credit card used, prior  to the delivery of the prepared order.
1:3: When choosing the online package, you commit yourself to purchase and maintain the technical equipment required to receive the customer’s orders placed on your website. Furthermore, you undertake to establish and maintain the necessary signal (GPRS) or WiFi and place the installation in you in such a way that the orders received will be processed instantly.
1.4: You undertake to market your website continuously in its establishment by means of menus or other relevant advertising material in accordance with the guidelines laid down by us.
1.5: Our social media team creates/acquire your google accounts for management and maintenance. In order for all the google searches to be directed to the website managed by ordersense, It is of paramount importance that google accounts are directed to the sites managed by ordersense. This agreement is subject to the condition that google accounts are either in ordersense possesion or at least weblinks directed to the site managed by ordersense.
1.6: You must cooperate with us in all marketing efforts. This may include collection of data, customer  registrations and advertising website on your print material.
1.7: You undertakes to verify continuously that the information in menus and other advertising material is correct and to report immediately to us any changes or errors in the menu and/or advertising material.
1.8: You must verify on a daily basis that your printed menu  corresponds to the menu at your website.

2.  ORDERSENSE  SERVICE OBLIGATIONS.

2.1: Within 28 days of the paymentof subscription fee, we undertake to set up your website with online ordering facility and online payment.WE will be responsible for  marketing your website by email marketing, social media marketing aand an initail offline ativity via flyers or windowgraphic.
2.2: WE must update and/or change the contents of the information about you within 7 working days of receiving a written request from you for same.Within 7 working days of receiving changes in the menu from you, WE must report to you any problems in updating the menu within the specified time limit.

3. PRICES AND PAYMENT

3.1: Every 7 days we make up a statement of outstanding accounts between you and us (if monthly cardpaid orders amount is more than £500). This statement shall include all instances of credit card payments received by us  and the transaction fees that we are entitled according to the price list in force at the time in question. If you have any outstanding accounts according to the statement, we will invoice you on submitting the statement. If you have any outstanding accounts against us, we will transfer this amount to you upon submission of the statement. Payments are made on every Friday.
3.2: cost of transection in case of online payment will be £0.75 or 2.5% whichever is higher.you can chose to pass this cost on to customer or absorb the cost by bearing it to yourself. If the cost is passed on to customers, it will be charged as ”service Fee” of £0.50 from all your customers irrespective of the order being a card paid or cash. Any payment according to this Agreement falls due within 7 days of the date of invoice, whichever of the parties is invoiced.
3.3: In case of overdue payment WEare entitled either to set off the outstanding accounts against the security given by you, or calculate 2.5 % interest per month as from the stated settlement date until the amount is credited to WE’s bank account. You defrays any costs in connection with the settling or recovering of an overdue payment.
3.4: You are not entitled to withhold payments or balance by way of set-off against any alleged claim or shortcoming in the service rendered by we without written acknowledgement from us.
3.5: Payments are usually made on 7th of each month. However if your monthly revnue is more than £500 a month, you can ask forweekly payments or it automatically shifts to weekly payments.

4. YOUR OBLIGATIONS

4.1: You irrevocably confirms that the receiving of the customer’s order as placed on Restaurant/Takeaway’s website, the preparing, delivery and reserving are without error and are in accordance with the directives on customer’s website and comply with common and good standard.
4.2: You undertakes either to meet the Customer’s demand for a redelivery or a new table, or give the customer a proportionate price reduction. Even if the customer demands a redelivery, a new table, cancels the deal, or demands a proportionate price reduction this does not affect the size of the transaction fee that WE receives for having procured the order. Thus, the transaction amount is based on the price of the faultless order.

5. OUR OBLIGATIONS

5.1: We intends to make customer’s website available and functional for the customer all 24 hours of the day. However, WE cannot be held responsible for any lack of availability or applicability of customer’s website caused by technical problems at the sub-suppliers of the Internet homepage design, technology and hosting, and any Credit Card-gateway services.
5.2: We are entitled to interrupt the access to customer’s website at any time and without notice in order to maintain and update customer’s website for the common benefit of you and WE. In connection therewith, WE must ensure that such interruption is as brief as possible and if possible takes place at a time when the number of transactions is at a minimum.It is we intentnd that customer’s website complies with legislation, rules and regulations at any given time, including the laws concerning consumer protection, monies, and treatment of personal data. Should we give you direct access to making changes on the menu page, we can in no way be held responsible for this legality of such changes and is entitled to determine such access to customer’s website at any time, if WE deems this necessary.

6. LIABILITY AND LIMITATION OF LIABILITY

6.1: We are not liable for indirect or consequential loss, including loss of anticipated profit or saving, loss of data or the costs of recovering same, loss of goodwill, loss in connection with the distortion of messages or other similar consequential loss.
6.2: Furthermore, we ar not liable for faults, breakdowns or other interruptions of services due to measures necessitated by technical, maintenance, or operational causes, or imposed by the Authorities.
6.3: If the customer pays by credit card,  and the payment is withheld due to faults of you’s delivery, or due to misuse of the credit card, you is not entitled to payment from us. Moreover, we are entitled to set off any such claim against any future claim  you might present to us.
6.4: You will reimburse us in full by way of compensation for any claim made against us by the customer originating from your failure to deliver, or imperfect delivery of the placed order, reserved table, failure to comply with this agreement, security regulations or guidelines in general, and/or the legislation, rules and regulations in force at the relevant time.

7. FORCE MAJEURE
7.1: We is not liable to you in cases of force majeure that affect our obligations according to this Agreement. Force majeure includes, but not limited to, war, mobilization, natural disasters, strikes, lockouts, fires, missing or delayed deliveries from sub-suppliers, damage to the production apparatus, computer viruses, the unfitness for work or discharge of key workers, import and export restrictions, faults, breakdowns or other operational interruptions beyond WE’s control.

8. INCORPOREAL RIGHTS
8.1: You confirms irrevocably to WE that you’s name, menu, logo and other material do not violate or conflict with any patent, trademark, copyright, design or other rights reserved by any third party.
8.2: If a third party makes a claim against us for the violation of the third party’s rights relating to your name, menu, logo and/or other material, you are obligated to indemnify us against any claim of any nature and any cost resulting therefrom.

9. THE COMING INTO FORCE AND TERMINATION
9.1: This agreement comes into force for minimum of 3 months. You may only terminate this  agreement by previous written notice after expiry of initial 3 months trial period. It usually continuous as a one month rolling agreement.
9.2: In case a Restaurant/Takeaway is closed due to loss or management decision, the contract with ordersense terminates automatically  however restaurant/takeaway  website rights will not be transferred over to owner.
9.3: If Restaurant/Takeaway is sold or transferred over to a new owner, the current owner has obligation to pass the information of new owner to us for a new contract with new owner for continuation of services. New owner however is not obligated to carry on with our services. Once handed over to Restaurant/Takeaway their website, WE will have no interests and obligations for the system in terms of technical support, functionality and marketing.
10. SERIOUS BREACH OF OBLIGATIONS
10.1: If either of the parties is guilty of a serious breach of its obligations according to this agreement, and such breach is not remedied within 5 days after a written notice is given, the injured party may determine this agreement and to the extent that this Co agreement does not dictate otherwise, claim compensation for any loss that the injured party may sustain due to such breach. In the event of repeated incidents of default and complaints from customers about you, we shall be entitled to determine, whether or not such breach is remedied. In case of breach on the part of you, we reserves the right to remove your website without notice.

11. AMENDMENTS
11.1: Upon 3 months’ prior written notice, We shall be entitled to amend the terms of this agreement, and/or the present general conditions of cooperation. You shall be notified of such amendments either by fax or mail. Unless you responds to such notification or terminates this agreement by notice, such amendments shall henceforth be construed as forming part of this agreement and accepted by you.

12. ASSIGNMENT
12.1: We shall be entitled to assign its rights and obligations to a third party in accordance with this agreement. You may only assign its rights and obligations to a third party with the express prior written consent from WE.
12.2: The third party assumes the legal obligations and duties of the assigned Restaurant/Takeaway and is liable for any claim made before the date of such assignment. You that assigns its rights and obligations is released from liability only when all or any claims made before the date of such assignment are paid. Such third party shall thereupon be required to enter into a Cooperation Agreement directly with WE.

13. CONFIDENTIALITY
13.1: The content of this agreement and any information concerning the other party is to be treated as confidential and shall not be disclosed unless such information is generally accessible to the public. However, we entitled to use your name as a reference.

14. INVALIDITY CLAUSE
14.1: In the event of any of the terms or conditions of this Agreement or the existing general conditions for cooperation are declared wholly or partly invalid, the remainder of this Agreement shall remain in full force and effect and any wholly or partly invalid terms or conditions may be replaced by valid terms or conditions.

Version 8.3April 2022