GENERAL TERMS & CONDITIONS

These terms of service (collectively “Terms”) are a legal agreement between you, either an individual or a single legal entity (“You” or “you”), and Ordúcloud Limited, a company registered in the Republic of Ireland company number: 675531 (“Ordú”). These Terms govern your use of any Ordú services (“Services”), the Ordú web site, on line ordering platform and mobile applications (“Platform”), the client software distributed with this Agreement and any other software provided by Ordú, including any updates and any accompanying documentation (“Software”) and the client hardware distributed with this Agreement (“Hardware”). Collectively, the Software, the Platform, the Hardware and the Services may be referred to as the “Products”. By clicking the “I AGREE” or similar button, by signing this Agreement or an Addendum to Agreement or by using any Products, you agree to these Terms. If you do not agree to these Terms, then do not indicate acceptance and do not use the Products. If you agree to these Terms on behalf of a legal entity, you represent that you have the authority to bind that legal entity to these Terms.

1. PRODUCTS

The Products are provided by Ordú and are governed by the Addendum to Agreement between you and Ordú in addition to the Terms.

2. YOUR OBLIGATIONS.

You agree to do each of the following: (i) comply with applicable law (ii) pay when due the fees for the Products, (iii) use reasonable security precautions in light of your use of the Products, (iv) cooperate with Ordú’s reasonable investigation of outages, security problems, and any suspected breach of the Agreement, (v) keep your billing contact and other account information up to date; and (vi) immediately notify Ordú of any unauthorised use of your account or any other breach of security.

3. PASSWORDS & SECURITY

You are responsible for keeping your passwords secure, and you agree not to disclose your passwords to any third party. You are solely responsible for any activity that occurs under your user names and accounts, including any sub-accounts. If you lose your passwords or the encryption keys for your accounts, you will not be able to access your data. You must notify Ordú immediately of any unauthorised use of your accounts or any other security breach related to the Products. If Ordú determines that a security breach has occurred or is likely to occur, Ordú may suspend your accounts and require you to change your user names and passwords.

4. ACCOUNTS, COMMISSION AND FEES

Commission and fees will be charged to your account as per the agreed fee schedule contained in the Addendum to Agreement and all commission and fees are exclusive of all VAT, federal, provincial, state or other governmental sales, goods and services, fees or charges in force at any time (Taxes).
All sales processed by Ordú through the use of the Products during a monthly sales period shall be transferred within five (5) working days of the sales period to your designated bank account less all commission and fees plus Taxes if applicable.
Commission and fees are billed on a monthly basis. You will be invoiced by email. Any disputes regarding an invoice must be raised within ten (10) days of the date of the invoice, otherwise it will be deemed accepted by you in all respects.
Ordú shall receive the commission rate and fees, as set out in the Addendum to Agreement, on all orders processed by Ordú.
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The term of this Agreement shall be 12 months from the first use of the Products or the signing of this agreement or Addendum to the Agreement. To terminate the Products, you must give Ordú six months’ notice of your intention to do so.
Ordú may change the renewal price of the Products as of the next renewal date and we will provide you with prior notice if we do so.

5. USE OF PRODUCTS

Subject to these Terms, Ordú grants you a limited, non-exclusive, non-transferable and revocable licence to access the Platform and use the Services, the Hardware and the Software for the duration of this Agreement.

You acknowledge that Ordú or third parties own all right, title and interest in and to the Products, including all intellectual property rights. Except for the licence granted in these Terms, Ordú and its licensors retain all rights in the Products, and no implied licences are granted to you. You grants Ordú a non-exclusive royalty free license to use your trademarks, trade names, menus and logos for the duration of the Agreement.

You specifically agree that you will not, nor will you permit another person to (without the express written consent of Ordú):

  • sub-licence, lease, rent, loan, transfer or distribute any portion of the Products;
  • modify, adapt, translate or create derivative works from the Products;
  • decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Products; or
  • remove, obscure or alter any trademark, copyright or other proprietary rights notices displayed in the Software or on the Platform.

 

6. FEES, COMMISSION AND PAYMENT  

If the fees and commission are not paid in accordance with the agreed payment terms as per the Addendum to Agreement or otherwise for the Products, Ordú reserves the right to terminate the Service and Products. Cancellation will terminate the license and will deny you and your designated users access to, and use of the Platform and Services. Ordú may terminate the Products with or without prior notice if you fail to comply with any of these Terms. 

7. TERMINATION FOR BREACH

We may terminate the Agreement for breach on written notice if: (i) we discover that the information you provided to us about yourself or your proposed use of the Products was materially inaccurate or incomplete, (ii) if you are an individual, you were not at least 18 years old or otherwise did not have the legal capacity to enter into the Agreement, or if you are an entity or fiduciary, the individual did not have the legal right or authority to enter into the Agreement on behalf of the person represented to be the customer, (iii) your payment of any invoiced amount is overdue, and you do not pay the overdue amount within thirty (30) days of our written notice, (iv) you fail to comply with any other provision of the Agreement and do not remedy the failure within thirty (30) days of our notice to you describing the failure. Upon expiration or termination of Service, you shall immediately cease all use of the Products and destroy all copies of the Software and relevant documentation.

8. ILLEGAL USE

You shall not use the Products for the storage, possession, creation or transmission of any information, which violates any law, statute, ordinance or regulation or that, may in any manner injure any party or property. Such uses include but are not limited to use of the Products for stolen materials, obscene materials or child pornography. Information which is defamatory, libellous, unlawfully threatening or unlawfully harassing, is obscene or indecent in violation of applicable law, or any use intended to damage any system or data including the propagation of viruses, worms, Trojans or other such programs. 

9. INTELLECTUAL PROPERTY PROTECTION

Ordú respects the intellectual property of others and requires that users of the Products do the same. When you use the Products, you may not upload, store, share, display, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity.

10. USER INDEMNITY

You agree to defend, indemnify and hold Ordú, its suppliers, resellers, partners and their respective affiliates harmless from and against any claims, liabilities, damages, losses and expenses, including reasonable legal fees and costs, in connection with:

  • your use of the Products;
  • your breach of these Terms;
  • your infringement of any third party right, including any intellectual property right; or
  • any claim that use of your data caused damage to a third party.

This indemnity obligation will survive the termination or expiration of your account and these Terms.

11.    DATA PROTECTION

Each of us agrees to comply with our respective obligations under the Data Protection Acts and GDPR regulations (the “Acts”) as applicable to personal data that it controls or processes as part of, or in connection with, its use or provision of the Products.  Specifically, but without limitation, you must comply with the Acts as it relates to personal data that you store or transfer in your use of the Products.  In the event that an external agency requests data from Ordú, Ordú will contact you with details of such request however Ordú will comply with any obligation enforced on it by law or otherwise.

12. WARRANTIES, INDEMNITY AND DISCLAIMERS:

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12.1 Nothing in these terms and conditions excludes, restricts or affects your statutory rights.

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12.2 The Service will be provided to you with reasonable skill and care. In this context, you specifically acknowledge and accept that the Service, as with other internet applications, is not capable of being 100% secure and Ordú makes no representation or warranty that the Products will be uninterrupted or error-free, or that the Products are free of viruses. All implied conditions, guarantees and warranties are expressly excluded to the maximum extent permitted by law.11.3 Ordú excludes all and any liability arising from the supply of, or failure, interruption or delay in the supply of, any of the Products; the appropriateness of the Products for any particular purpose; the incorrect, inaccurate or delayed transmission of any transaction; or your use of the Products.

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12.3 Ordu excludes all and any liability arising from the supply of, or failure, interruption or delay in the supply of, any of the Products; the appropriateness of the Products for any particular purpose; the incorrect, inaccurate or delayed transmission of any transaction; or your use of the Products.

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12.4 In the event that you have a dispute with one or more users or third parties of the Products, you hereby release Ordú its shareholders, directors, employees, agents and successors from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or services.

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12.5 TO THE FULLEST EXTENT PERMITTED BY LAW, ORDÚ AND ANY THIRD PARTY SOFTWARE AND SERVICE SUPPLIERS, EXCLUDE ALL OTHER EXPRESS OR IMPLIED TERMS AND CONDITIONS, CONDITIONS, WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH REGARD TO THE PRODUCTS INCLUDING WITHOUT LIMITATION THOSE AS TO SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND ANY WARRANTIES OR OTHER TERMS REGARDING THE AVAILABILITY, SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SOFTWARE OR SERVICE AND SUCH THIRD PARTY SOFTWARE OR SERVICES.

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12.6 ORDÚ SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM THE ILLEGAL, INCORRECT OR INAPPROPRIATE USE OF THE PRODUCTS AND/OR OTHER MATERIALS BY YOU OR ANYONE ELSE USING YOUR ACCOUNT.

ORDÚ MAY REQUIRE YOU TO REIMBURSE US FOR ANY REASONABLE AND FORESEEABLE LOSSES, COSTS, EXPENSES, DAMAGES OR OTHER LIABILITY THAT ORDÚ INCURS AS A DIRECT RESULT OF THE MISUSE OF THE PRODUCTS AND/OR ANY OTHER MATERIALS EITHER BY YOU OR BY SOMEONE USING YOUR ACCOUNT. FOR THE PURPOSE OF THIS PARAGRAPH, “MISUSE” SHALL BE CONSTRUED AS INCLUDING (I) ANY USE OF THE PLATFORM, THE SOFTWARE, THE SERVICE AND/OR OTHER MATERIALS THAT IS IN BREACH OF THIS AGREEMENT (INCLUDING THE PRIVACY POLICY); AND/OR (II) ANY USE OF THE PLATFORM, THE SOFTWARE, THE SERVICE AND/OR OTHER MATERIALS IN CONNECTION WITH WHICH ORDÚ IS REQUIRED TO DEFEND ITS OWN INTERESTS BEFORE A COURT, GOVERNMENT AGENCY, INDUSTRY REGULATOR, SELF-REGULATORY BODY OR SIMILAR MEMBERSHIP ORGANISATION, OR DISPUTE RESOLUTION BODY AND/OR INCURS ANY LOSSES, COSTS, EXPENSES, DAMAGES OR OTHER LIABILITY IN CONNECTION WITH ANY THREATENED OR ACTUAL CIVIL, CRIMINAL OR ADMINISTRATIVE PROCEEDINGS.

 

13. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL ORDÚ, OR ITS EMPLOYEES, SHAREHOLDERS, DIRECTORS, SUPPLIERS, RESELLERS, PARTNERS OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE PRODUCTS, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF ORDÚ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

WITHOUT LIMITING THE FOREGOING, SAVE IN THE CASE OF DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, OR WHERE WE HAVE ACTED FRAUDULENTLY, THE TOTAL AGGREGATE LIABILITY OF ORDÚ, AND ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT WITHIN THE TERM OF THE AGREEMENT, IF ANY, PAID BY YOU TO ORDÚ FOR THE PRODUCTS.

THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE PRODUCTS, FROM INABILITY TO USE THE SOFTWARE OR SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SOFTWARE OR SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

THE PRODUCTS ARE NOT INTENDED FOR USE IN CONNECTION WITH ANY NUCLEAR, AVIATION, MASS TRANSIT, OR MEDICAL APPLICATION OR ANY OTHER INHERENTLY DANGEROUS APPLICATION THAT COULD RESULT IN DEATH, PERSONAL INJURY, CATASTROPHIC DAMAGE, OR MASS DESTRUCTION, AND YOU AGREE THAT ORDÚ WILL HAVE NO LIABILITY OF ANY NATURE AS A RESULT OF ANY SUCH USE OF THE PRODUCTS.

14. MISCELLANEOUS PROVISIONS

14.1 You acknowledge and agree that the Software which is the subject of this Agreement, may be controlled for export purposes. You agree to comply with all United States export laws and regulations. You assume sole responsibility for any required export approval and/or licenses and all related costs and for the violation of any United States export law or regulation. If you are located in a country subject to embargo by the United States government, you are not entitled to use the Products.

14.2 This agreement will be governed by and construed in accordance with the laws of the Republic of Ireland, without giving effect to any conflict of laws and provisions that would require the application of the laws of any other jurisdiction.

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14.3 The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

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14.4 The failure of Ordú to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement and the Addendum to Agreement will continue in full force and effect.

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14.5 This Agreement and the Addendum to Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement and the Addendum to Agreement will be effective only if in writing and signed by Ordú.

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14.6 All disputes arising out of this Agreement will be subject to Irish law and the parties agree and submit to the personal and exclusive jurisdiction and venue of the Irish courts, except that nothing will prohibit Ordú from instituting an action in any court of competent jurisdiction to obtain injunctive relief or protect or enforce its intellectual property rights.

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14.7 You may not assign or transfer any of your rights or obligations under this Agreement to a third party without the prior written consent of Ordú. Ordú may freely assign this Agreement. Any attempted assignment or transfer in violation of the foregoing will be void from the beginning.

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14.8 Ordú reserves the right to make amendments to these Terms. You will be responsible for checking for any updates to these terms as notification of amendments may not be otherwise provided. You agree to be bound by any amended Terms whether or not you have read the new Terms.

14.9 FORCE MAJEURE: Neither of us will be in violation of the Agreement if the failure to perform the obligation is due to an event beyond our control, such as significant failure of a part of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organised labor action, terrorism, or other events of a magnitude or type for which precautions are not generally taken in the industry.

14.10 No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms.

​Updated on 4th April 2022

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