These General Licence and Service Terms and Conditions (Terms) are the terms which apply to the Agreement between Integer and the Customer for a licence to use Intouch and (if applicable) the supply of the Online Ordering Solution.
If the Customer has purchased any point of sale equipment from Integer, the sale and purchase contract will be governed by Integer’s Terms and Conditions for the Supply of POS Equipment by clicking here.
These Terms apply to the Agreement to the exclusion of any terms and conditions which the Customer purports to apply under any other document or which are implied by trade, custom, practice or course of dealing.
DEFINITIONS INTERPRETATION
The definitions and rules of interpretation in this clause apply in the Agreement.
Additional Features: has the meaning set out in Schedule 3.
Additional Fees: has the meaning set out in Schedule 3.
App: the mobile application which is designed and built by Integer for the Customer as part of the Online Ordering Solution for the purpose of enabling End Users to place Restaurant Orders with the Customer via the mobile application.
Agreement: the agreement between Integer and the Customer for a licence to use InTouch and (if applicable) the supply of the Online Ordering Solution (as set out in the Quotation), and the provision of Support Services and any Additional Features, which agreement comprises the Order and these Terms.
Applicable Laws: all laws, statutes and regulations in force from time to time which apply to either party’s obligations under the Agreement.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commencement Date: has the meaning set out in clause 2.1.
Contract Year: the period of 12 months commencing on the Commencement Date and each consecutive period of 12 months thereafter during the term of the Agreement.
Control: has the meaning given to it in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Customer: the customer whose details are set out in the Quotation.
Customer Data: all text, information, data and other material which is provided by the Customer to Integer under or in connection with the Agreement, including Restaurant Information and any other information which is inputted or uploaded to InTouch by the Customer or Integer on the Customer's behalf.
End User: an individual customer of the Customer who places a Restaurant Order with the Customer.
Insolvency Event: means, in respect of a party, that: (a) it suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due; (b) it enters into a composition, compromise or arrangement to reschedule or restructure its indebtedness with or for the benefit of its creditors; (c) it compulsorily or voluntarily enters into liquidation (except for the purpose of a bona fide reconstruction or amalgamation); (d) it obtains or takes steps to obtain a moratorium under Part A1 of the Insolvency Act 1986; (e) an administrator, receiver, liquidator or manager is appointed over the whole or a substantial part of its undertaking or assets; (f) it ceases or threatens to suspend or cease carrying on all or a substantial part of its business; (g) a resolution is made or a notice is filed in connection with its winding up or dissolution; (h) any steps or action are taken in preparation for any of the aforementioned events; or (i) any event occurs or proceeding is taken with respect to it in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the aforementioned events.
Integer: Integer Computers LLP, a limited liability partnership incorporated and registered in England and Wales with company number OC407161 whose registered office is at 167 Heywood Road Prestwich, Manchester, United Kingdom, M25 1LB.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
InTouch: the electronic point of sale system named “InTouch”, which is licensed by Integer to the Customer under the Agreement, which enables the Customer to receive, view and manage Restaurant Orders and access reports and data to understand the Customer’s business.
InTouch Fees: the fees payable by the Customer for the licence to use InTouch, including the Licence Fee and any Installation Fee (as such terms are defined in Schedule 1).
Online Ordering Solution: the online ordering solution provided by Integer to the Customer under the Agreement, which comprises the Website/App Services and Hosting Services (as such terms are defined in Schedule 2), including any services which are ancillary to such services.
Online Ordering Solution Fees: the fees payable by the Customer for the Online Ordering Solution, including the Revenue Share and the Hosting Fee (as such terms are defined in Schedule 2).
Order: the order placed by the Customer which is based on the Quotation, and which is accepted by Integer in accordance with clause 2.1.
Quotation: the quotation form provided by Integer to the Customer, setting out the name of the Customer, the software and services to be provided by Integer (including InTouch and (if applicable) the Online Ordering Solution) and the fees for such software and services (including the InTouch Fees and (if applicable) the Online Ordering Solution Fees), and any other relevant information.
Restaurant: a food restaurant or takeaway establishment owned by the Customer.
Restaurant Information: information relating to each Restaurant, including the Restaurant Site, opening hours, menu, prices, minimum order value, offers, transaction fees, delivery charges, and any other terms and conditions relating to the submission of Restaurant Orders.
Restaurant Order: a food and/or drinks order from a Restaurant which is placed by an End User online via the Website or via the App, or in-person or by telephone.
Restaurant Site: the premises at which a Restaurant is located, as set out in the Quotation or otherwise notified by the Customer to Integer.
Support Fees: any fees payable by the Customer for the Support Services in accordance with Schedule 3.
Support Services: the support services provided by Integer in respect of InTouch and/or the Website and App (as applicable).
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Website: the website order page and (where applicable) home page which is designed and built by Integer for the Customer as part of the Online Ordering Solution for the purpose of enabling End Users to place Restaurant Orders with the Customer online.
References to clauses and Schedules are to the clauses and schedules of the Agreement. References to paragraphs are to the paragraphs of a Schedule. Clause, Schedule and paragraph headings shall not affect the interpretation of the Agreement.
A reference to: (i) a party includes that party’s personal representatives, successors and permitted assigns; (ii) persons include individuals, trusts, partnerships, unincorporated bodies, government entities, companies and/or corporations (in each case whether or not having separate legal personality); (iii) a company includes any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and includes all subordinate legislation made from time to time under that statute or statutory provision.
A reference to writing or written includes email.
Any obligation on a party not to do or omit to do anything includes an obligation not to allow that thing to be done or omitted to be done by any other person.
Any words following the terms including, include, for example, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
ORDERS AND TERM
The Customer’s order, which is submitted by email or telephone in response to, and acceptance of, the Quotation, constitutes an offer by the Customer to purchase a licence for InTouch and (if applicable) the Online Ordering Solution (as set out in the Quotation) and the Support Services and any Additional Features set out in the Quotation, in each case in accordance with these Terms. Such order shall only be deemed to be accepted by Integer when Integer confirms acceptance in writing or (if earlier) performs any act which consistent with fulfilling the order, at which point the Agreement shall be formed (the Commencement Date), incorporating the Order and these Terms.
The Agreement shall commence on the Commencement Date and continue in full force and effect until terminated in accordance with clause 13.
INTOUCH
Integer will provide InTouch to the Customer, and the Customer shall pay the InTouch Fees, in accordance with the terms and conditions set out in Schedule 1, in addition to the provisions of the main body of these Terms (to the extent that such provisions are relevant to InTouch).
ONLINE ORDERING SOLUTION
If the Quotation includes the Online Ordering Solution, Integer will provide the Online Ordering Solution to the Customer, and the Customer shall pay the Online Ordering Solution Fees, in accordance with the terms and conditions set out in Schedule 2, in addition to the provisions of the main body of these Terms (to the extent that such provisions are relevant to the Online Ordering Solution).
SUPPORT SERVICES AND ADDITIONAL FEATURES
Integer will provide the Support Services to the Customer, and the Customer shall pay the Support Fees, in accordance with the terms and conditions set out in Schedule 3, in addition to the provisions of the main body of these Terms (to the extent that such provisions are relevant to the Support Services).
If the Quotation includes any Additional Features, Integer will provide the Additional Features to the Customer, and the Customer shall pay the Additional Fees, in accordance with the terms and conditions set out in Schedule 3, in addition to the main body of these Terms (to the extent that such provisions are relevant to the Additional Features).
CUSTOMER’S GENERAL OBLIGATIONS
The Customer undertakes that it shall:
obtain and shall maintain all necessary licences, consents and permissions which are necessary to enable it to comply with its obligations under the Agreement;
comply with all Applicable Laws, including those relating to food safety, advertising and labelling (including the requirement to disclose information relating to allergens);
provide Integer with all necessary cooperation and access to such information, premises, hardware, systems and network as are required by Integer in order to perform its obligations under the Agreement in accordance with any timeframes or deadlines specified by Integer from time to time, and shall ensure that such information is accurate and complete;
provide Integer with at least 7 days’ written notice prior to making any changes to the Customer’s business (including changes to management personnel, any relevant contact details, bank or payment details) and any other information (including Customer Data) required by Integer in order to perform its obligations under the Agreement.
The Customer shall be solely responsible for the accuracy and completeness of all Customer Data it provides to Integer or which it uploads to, or updates via, InTouch. Integer shall have no liability to the Customer or any End User for any errors or omissions in such Customer Data, including (where applicable) any errors or omissions in Restaurant Information displayed on the Website or App (including any product or pricing errors).
The Customer shall at all times have the contractual relationship with the End User, including in relation to the placing and purchase of Restaurant Orders and (where applicable) the use of the Website and App. Accordingly, the Customer shall be solely responsible for preparing and providing to End Users terms and conditions of sale for Restaurant Orders and (where applicable) terms and conditions of use and privacy policy for the Website and App.
The Customer shall defend, indemnify and hold harmless Integer against all claims, actions, costs, damages, expenses, fines, penalties and/or losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs, and all other professional costs and expenses), suffered or incurred by or awarded against Integer and/or for which Integer may become liable arising out of or in connection with:
any error, inaccuracy or omission in any Customer Data or any instructions provided by the Customer to Integer from time to time; or
any claim or complaint made by an End User in relation to a Restaurant Order or (where applicable) the Website or App.
FEES AND PAYMENT
The Customer shall pay:
the InTouch Fees in accordance with Schedule 1;
the Online Ordering Solution Fees in accordance with Schedule 2;
the Support Fees in accordance with Schedule 3; and
the Additional Fees in accordance with Schedule 3.
If Integer has not received payment of any sums due under the Agreement (including any InTouch Fees, Online Ordering Solution Fees, Support Fees and/or Additional Fees) by the due date, then, without prejudice to any other rights and remedies of Integer, Integer may:
restrict the Customer’s access to and use of InTouch remotely, by displaying a message when the Customer logs into InTouch requiring the Customer to contact InTouch, until payment of the overdue amount is received in full by Integer;
(where applicable) suspend the Website and/or App and prevent End Users from accessing and using the Website and/or App to place Restaurant Orders for the time that the invoice(s) remain unpaid by the Customer;
suspend all or any Support Services for the time that the invoice(s) remain unpaid by the Customer;
suspend all or any Additional Features for the time that the invoice(s) remain unpaid by the Customer;
terminate the Agreement in accordance with clause 13.2.1;
charge the Customer interest on a daily basis in respect of the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time, from the due date and continuing until payment of the overdue amount is received in full by Integer, whether before or after judgment; and/or
recover from the Customer any fees incurred by Integer (including debt recovery agency fees, legal fees and court costs) in recovering the overdue amount.
All amounts and fees stated or referred to in the Agreement (including the InTouch Fees, Online Ordering Solution Fees, Support Fees and Additional Fees):
shall be payable in pounds sterling, are non-refundable (unless otherwise agreed by Integer), and are exclusive of value added tax payable upon such sums, which shall be payable by the Customer in addition at the applicable rate; and
shall be paid in full without any deduction, discount, set off or abatement except as required by law and the Customer shall not be entitled to assert any credit, set off or counterclaim against Integer in order to justify withholding payment of any such amount in whole or in part.
Integer may at any time, without notice to the Customer, set off any liability of the Customer to Integer against any liability of Integer to the Customer, whether either liability arises under the Agreement or any other agreement between the parties. Any exercise by Integer of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Agreement or otherwise.
INTELLECTUAL PROPERTY RIGHTS
The Customer Data is the property of the Customer and/or its licensors. The Customer hereby grants a royalty-free, worldwide licence to Integer to use the Customer Data as necessary to comply with its obligations under the Agreement. The Customer warrants that it has all necessary rights in and to the Customer Data in order to grant the rights under this clause.
The Customer hereby grants Integer the right to use the Customer’s name and logo on Integer’s website and for any marketing and promotional material.
The Customer shall indemnify Integer on demand against all losses, liabilities, damages, claims, costs and expenses (including legal fees and all other professional costs) suffered or incurred by Integer arising out of or in connection with any claims that Integer’s use of the Customer Data or any of the Customer’s Intellectual Property Rights infringes a third party’s rights (including Intellectual Property Rights and privacy rights).
LIMITATION OF LIABILITY
Nothing in the Agreement is intended to exclude the liability of Integer for: (a) death or personal injury resulting from negligence by Integer; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by law.
Subject to clause 9.1:
Integer shall not be liable, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise for any of the following types of losses, howsoever arising under the Agreement: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of opportunity; (f) loss of goodwill; (g) loss of use or corruption of software, data or information; or (h) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
Integer’s total aggregate liability, in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising under or in connection with the Agreement in each Contract Year, shall not exceed the total fees paid by the Customer to Integer under the Agreement during that Contract Year.
CUSTOMER INDEMNITY
The Customer shall defend, indemnify and hold harmless Integer against all claims, actions, costs, damages, expenses, fines, penalties and/or losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs, and all other professional costs and expenses), suffered or incurred by or awarded against Integer and/or for which Integer may become liable arising out of or in connection with any breach by the Customer of any term of the Agreement.
CHANGE CONTROL
Integer may propose a change to the Agreement, but no proposed changes shall come into effect until a relevant Change Order has been accepted by the Customer. A Change Order shall be a document setting out the proposed changes and the effect those changes will have on:
the software and services provided by Integer under the Agreement (including InTouch, the Online Ordering Solution, the Support Services and any Additional Features);
the fees for such software and services (including the InTouch Fees, Online Ordering Solution Fees, Support Fees and Additional Fees); and
any other terms of the Agreement.
To propose a change to the Agreement Integer shall provide a draft Change Order to the Customer. The Customer shall be deemed to have accepted the draft Change Order unless it notifies Integer otherwise in writing within 7 days of receipt of the draft Change Order. If the Customer provides such written notice to Integer and the parties are unable to agree a Change Order within a reasonable time, then Integer may terminate the part of the Agreement to which the draft Change Order relates with immediate effect on providing written notice to the Customer.
AUDIT
The Customer shall permit, and shall procure access for, Integer and its representatives at all reasonable times and on reasonable notice to enter the Customer’s premises and access the Customer’s personnel, equipment, systems and relevant records to verify the Customer’s compliance with the Agreement and any instructions provided by Integer from time to time.
TERMINATION
Without affecting any other right or remedy available to it, either party may terminate all or any part of the Agreement with immediate effect by giving written notice to the other party if:
the other party commits a material breach of any term of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so; or
the other party suffers an Insolvency Event.
Without affecting any other right or remedy available to it, Integer may terminate all or any part of the Agreement with immediate effect by giving written notice to the Customer if:
the Customer fails to pay any amount due under the Agreement on the due date for payment; or
there is a change of Control of the Customer.
CONSEQUENCES OF TERMINATION
On termination of the whole of the Agreement for any reason:
all licences and rights granted under the Agreement shall immediately terminate and Integer shall immediately withdraw the Customer’s access to InTouch. The Customer shall uninstall InTouch from all Devices and destroy all copies of InTouch in its possession, custody or control as at the date of termination;
where Integer is providing the Online Ordering Solution to the Customer under the Agreement, the consequences of termination set out in paragraph 9.1 of Schedule 2 shall apply;
Integer shall immediately cease providing the Support Services and any Additional Features;
the Customer shall immediately pay all fees due to Integer under the Agreement and, unless otherwise agreed by Integer, the Customer shall not be entitled to a refund of any fees paid in advance;
Integer may destroy or otherwise dispose of any Customer Data in its possession unless Integer receives, no later than 30 days after the date of termination of the Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Integer shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has paid all sums due to Integer under the Agreement in accordance with clause 14.1.4 and the Customer pays to Integer a reasonable admin fee for the data transfer (as determined by Integer and notified to the Customer);
any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced; and
the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.
DATA PROTECTION
In respect of any personal data processed by Integer on behalf of the Customer under or in connection with the Agreement, the parties shall comply with the Data Processing Schedule in Schedule 4.
CONFIDENTIALITY
For the purposes of this clause, the term Confidential Information means all information of a confidential nature or which would be deemed confidential by a reasonable business person (whether written or oral and however recorded and whether marked as confidential or not) belonging to or relating to a party which is disclosed to or received by the other party, whether before or after the Commencement Date, directly or indirectly, in connection with the Agreement, including information concerning the disclosing party’s business, operations, affairs, financial information, customers, clients, suppliers, operations, processes, transactions, know-how, designs, trade secrets, services, software and price lists, but not including any information that: (a) is or becomes public knowledge other than by an act or omission of the receiving party; (b) is or becomes available to the receiving party without an obligation of confidence from a third party having the legal right to disclose the information; or (c) is already in the receiving party’s possession before disclosure without an obligation of confidence.
Each party agrees to keep confidential all Confidential Information belonging to the other party and to not, either during or after the term of the Agreement, use or disclose any such Confidential Information, except with the prior written consent of the other party or as permitted by this clause 16.
Each party shall only use the other party’s Confidential Information to the extent necessary to perform its obligations and exercise its rights under the Agreement.
Each party may disclose the other party’s Confidential Information:
to its employees, officers, agents, personnel and/or professional advisers for the purposes of performing its obligations and exercising its rights under the Agreement, provided that those parties comply with the confidentiality obligations set out in this clause 16;
to the extent necessary in order to comply with a legal obligation or an order or requirement of a court of competent jurisdiction or any governmental or regulatory authority or professional body.
FORCE MAJEURE
For the purposes of this clause, the term Force Majeure Event means, in respect of a party, any act, event, omission or accident beyond that party’s reasonable control, including: flood, earthquake, storm or other adverse weather conditions or natural disaster; war, threat of or preparation for war or armed conflict; imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions; terrorist attack, civil war, civil commotion or riots; nuclear, chemical or biological contamination; sonic boom; compliance with Applicable Laws; any change in law or other action taken by a government or public authority or compliance with any such law or action; epidemic or pandemic; fire or explosion; collapse of building structures, failure of plant or machinery; any labour dispute, including but not limited to strikes, industrial action and lockouts (not involving the workforce of the affected party); non-performance by suppliers or subcontractors; and the interruption or failure of a transport network or utility service.
Neither party (the “Affected Party”) shall be in breach of the Agreement nor liable for any failure or delay in the performance of its obligations hereunder (other than a payment obligation) if such delay or failure results from an event, circumstance or cause beyond its reasonable control, provided that the Affected Party gives the other party written notice of such event and uses all reasonable endeavours to mitigate the effect of the event on the performance of its obligations.
NOTICES
Any notice given by a party under or in connection with the Agreement shall be in writing and shall be delivered by email to the email address provided by the other party for the purpose of receiving notices under or in connection with the Agreement. Notices shall be deemed to have been delivered at 9am on the next Business Day after transmission (provided that no delivery failure notification is received by the sender).
GENERAL
Subject to clause 11, no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
If any provision or part-provision of the Agreement is found by any court to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
The Agreement constitutes the entire agreement between the parties and supersedes, replaces and extinguishes any previous arrangement, understanding or agreement between them, whether written or oral, relating to their subject matter. Each party acknowledges that it has not been given, nor agreed to the Agreement in reliance on, any warranty, statement, promise or representation other than as expressly set out in the Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
The Customer shall not assign, transfer, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement without Integer’s prior written consent. Integer may assign, transfer, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement without the Customer’s prior written consent.
Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.
The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
GOVERNING LAW AND JURISDICTION
The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England.
Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).
SCHEDULE 1 – INTOUCH
The terms and conditions set out in this Schedule shall apply where Integer is providing InTouch to the Customer, in addition to the provisions of the main body of these Terms (to the extent that such provisions are relevant to InTouch). If there is a conflict between a provision of this Schedule and a provision of the main body of these Terms, the provision in this Schedule shall take precedence in respect of InTouch only.
DEFINITIONS
Unless expressly stated otherwise in this Schedule, the capitalised terms used in this Schedule shall have the meanings set out in the main body of these Terms and the rules of interpretation set out in clauses 1.2 to 1.8 (inclusive) of the main body of these Terms shall apply to this Schedule.
In this Schedule the following definitions shall also apply:
Devices: the customer devices on which InTouch shall be installed and used by the Customer, the number of which shall be set out in the Quotation. Initial Configuration: the initial configuration of InTouch by Integer for the Customer, including inputting and uploading relevant Customer Data to InTouch on the Customer’s behalf. Installation Fee: the one-off fee payable by the Customer to Integer for the Installation Services where the Devices are the Customer’s own devices and have not been purchased by the Customer from Integer, which fee is set out in the Quotation. Installation Services: the installation of InTouch on each Device. Integration Services: the integration of InTouch with the Website and App. Licence Fee: the one-off licence fee payable by the Customer to Integer for the licence to use InTouch on the Devices at the Restaurant Site(s), which fee is set out in the Quotation, which (save where and to the extent that an Installation Fee is payable by the Customer) includes the cost of all of the Services. Services: the Installation Services, Integration Services and the Initial Configuration, and any services which are ancillary to such services.
DEVICES
The number of Devices included in the Licence Fee and Installation Fee (if any) is set out in the Quotation. If the Customer wishes to use InTouch on any additional devices, it shall submit a request to Integer (by email or telephone) and Integer shall provide a new Quotation for such additional devices.
SERVICES
To enable Integer to carry out the Installation Services, then, save where InTouch is pre-installed on the Device, the Customer shall, in accordance with any deadlines and timeframes specified by Integer, provide Integer with remote access to each Device (including any access credentials and passwords and any other information required by Integer in order to access each Device remotely) and all cooperation and assistance required by Integer for the purposes of providing the Installation Services.
Subject to the Customer complying with paragraph 3.1 and (where applicable) paying the Installation Fee in accordance with paragraph 6, then, save where InTouch is pre-installed on the Device, Integer shall provide the Installation Services to the Customer via remote access to each Device.
Once InTouch has been installed on each Device, Integer shall:
complete the Initial Configuration; and
where the Customer has purchased the Online Ordering Solution under the Agreement and has a Website and App, provide the Integration Services to the Customer,
in each case remotely, unless Integer has agreed to provide such services at the Customer’s premises subject to payment by the Customer of a call out charge.
All Services provided by Integer to the Customer under this paragraph 3 shall be provided using reasonable care and skill.
The Customer shall be responsible for checking and testing InTouch on each Device (including to ensure that all relevant Customer Data has been uploaded to InTouch and is accurate, complete and up-to-date) before it starts using InTouch in relation to Restaurant Orders.
For the avoidance of doubt, Integer shall not be required to provide any additional configuration services to the Customer after completion of the Initial Configuration under clause 3.3.1, and any such additional configuration services shall be subject to additional fees as notified by Integer to the Customer.
LICENCE
In consideration of the Customer paying the Licence Fee in accordance with paragraph 6, Integer grants the Customer a non-exclusive, non-transferable licence to use InTouch on each Device at the relevant Restaurant Site during the term of the Agreement for the Customer’s own internal business operations only.
USE OF INTOUCH
The Customer shall:
use InTouch in accordance with this Schedule;
ensure that InTouch is only installed on each Device and no other devices, and that each Device meets all technical requirements applicable for the provision of the Installation Services and for the Customer to access and use InTouch on each Device, as specified by Integer from time to time;
ensure that the Devices are only used at the Restaurant Site(s);
ensure that the Devices are connected to the Internet at all relevant times for the purposes of receiving, viewing and managing Restaurant Orders and at times required by Integer for the purpose of checking the Customer has a valid licence for InTouch and is entitled to receive Support Services;
keep its password for accessing InTouch secure and confidential at all times; and
use reasonable endeavours to prevent any unauthorised access to, or use of, InTouch (including implementing and maintaining adequate security measures and policies in accordance with good industry practice) and, in the event of becoming aware of any such unauthorised access or use, shall immediately notify Integer and shall give Integer all assistance that it reasonably requires to prevent such unauthorised access.
The Customer shall not:
use InTouch in a way that breaches any Applicable Law, or to commit any fraud or fraudulent activity;
disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of InTouch nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile InTouch to obtain the information necessary to create an independent program that can be operated with InTouch or with another program (Permitted Objective), and provided that the information obtained by the Customer during such activities:
(a) is used only for the Permitted Objective;
(b) is not disclosed or communicated without Integer’s prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
(c) is not used to create any software that is substantially similar in its expression to InTouch;
make any copies of InTouch, except where such copies are necessary for back-up purposes or operational security purposes, and the Customer shall keep all such copies secure and maintain accurate and up-to-date records of the number and location of all copies of InTouch;
access all or any part of InTouch in order to build a product or service which competes with InTouch;
sub-license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit, or otherwise make InTouch available to any third party, or use InTouch to provide services to third parties (other than End Users); or
translate, merge, adapt, vary, alter or modify the whole or any part of InTouch, or permit InTouch or any part of it to be combined with, or become incorporated in, any other programs, save to the extent authorised by Integer in writing in advance.
The Customer’s use of any third party applications, software, services or products that are licensed by a third party to the Customer and which are used in connection with InTouch (Third Party Software) is solely between the Customer and the applicable third party. If Third Party Software is required in connection with or in order to use InTouch then, unless Integer has agreed to obtain a licence for the Customer to use such Third Party Software, the Customer shall obtain all necessary licences or subscriptions to use the Third Party Software and shall comply with the terms of such licences or subscriptions. Integer makes no warranties of any kind and assumes no liability whatsoever for the Customer’s use of any Third Party Software, or any such exchange or transfer of data.
The Customer shall indemnify Integer on demand against all losses, liabilities, damages, claims, costs and expenses (including legal fees and all other professional costs) suffered or incurred by Integer arising out of or in connection with any breach by the Customer of this paragraph 5.
INTOUCH FEES
The Customer shall pay the InTouch Fees to Integer in accordance with this paragraph 6.
Unless otherwise set out in the Quotation or agreed by Integer:
Integer shall invoice the Customer for the Licence Fee and Installation Fee (if any) on or around the Commencement Date; and
all invoices submitted by Integer shall be payable by the Customer in full and cleared funds within 30 days of the date of invoice to the bank account set out on the invoice.
INTELLECTUAL PROPERTY RIGHTS
The Customer acknowledges and agrees that Integer and/or its licensors own all Intellectual Property Rights subsisting in and/or relating to InTouch, and any updates, modifications, customisations and/or enhancements made thereto. Except as expressly granted under the Agreement, the Customer shall not have the right to use, or acquire any other right, licence, title or interest in or to, any Intellectual Property Rights of Integer or its licensors.
The Customer may not remove or obscure any trade marks, or any copyright, trade mark or proprietary notices featured or displayed on InTouch.
LIMITATION OF LIABILITY
Integer gives no warranties or representations that:
the Customer's use of InTouch will be uninterrupted or error-free; or
InTouch will meet the Customer’s requirements.
Integer shall have no liability for any fault, failure, downtime or unavailability of InTouch which is caused by:
any act or omission of the Customer or any third party;
any breach of these Terms by the Customer, or any failure of the Customer to comply with any technical requirements specified by Integer from time to time;
the Customer’s or any third party’s software; or
any fault, failure, downtime, unavailability, speed or limitations of the Customer’s internet, network communications and/or computer equipment (including the Devices).
CONSEQUENCES OF TERMINATION
On termination of the licence for InTouch for any reason, the whole of the Agreement shall terminate with immediate effect and the consequences of termination set out in clause 14 of the main body of these Terms shall apply.
SCHEDULE 2 - ONLINE ORDERING SOLUTION
The terms and conditions set out in this Schedule shall apply only where Integer is providing the Online Ordering Solution to the Customer, in addition to the provisions of the main body of these Terms (to the extent that such provisions are relevant to the Online Ordering Solution). If there is a conflict between a provision of this Schedule and a provision of the main body of these Terms, the provision in this Schedule shall take precedence in respect of the Online Ordering Solution only.
DEFINITIONS
Unless expressly stated otherwise in this Schedule, the capitalised terms used in this Schedule shall have the meanings set out in the main body of these Terms and the rules of interpretation set out in clauses 1.2 to 1.8 (inclusive) of the main body of these Terms shall apply to this Schedule.
In this Schedule the following definitions shall also apply:
App Design: the design and layout of the App, including the colours and images displayed and the types and positioning of the Customer Branding and Restaurant Information on the App.
Customer Branding: the Customer’s trade mark(s), logo(s), slogan(s), brand colour(s) and any other branding which is to be displayed or featured on the Website and/or App.
Domain Name: the domain name for the Website.
Go Live Date: has the meaning set out in paragraph 2.3.4.
Hosting Fee: the fee payable by the Customer to Integer for the Hosting Services, as set out in the Quotation.
Hosting Services: the hosting services provided by Integer to the Customer in respect of the Website.
Revenue Share: has the meaning set out in Annex 1 to this Schedule 2.
Specification: means, in respect of each of the Website and App, the functional specification provided by Integer to the Customer.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to confidentiality, integrity or availability, and the term Vulnerabilities shall be interpreted accordingly.
Web Design: the design and layout of the Website, including the colours and images displayed and the types and positioning of the Customer Branding and Restaurant Information on the Website.
Website/App Services: means:
(a) the creation of the Web Design and the build of the Website incorporating the Web Design;
(b) the creation of the App Design and the build of the App incorporating the App Design (including listing the App on agreed app stores);
(c) the registration of the Domain Name (unless the Customer has already registered and owns the Domain Name); and
(d) the creation and set up of a listing for the Customer on Integer’s Let’s Order Food website (at www.letsorder.uk) which links to the Website and App.
ONLINE ORDERING SOLUTION
Integer shall perform the Website/App Services and Hosting Services with reasonable care and skill.
To enable Integer to perform the Website/App Services and Hosting Services, the Customer shall:
provide to Integer, in a timely manner and in accordance with any deadlines specified by Integer, all Customer Branding and Restaurant Information required for the Web Design and App Design;
(where the Customer has already registered and owns the Domain Name) transfer ownership and control of the Domain Name to Integer and shall carry out all necessary transfer formalities and provide all necessary assistance, co-operation and information to effect such transfer; and
transfer the Customer’s Google Business Profile to Integer, or accept any request or notification from Integer or Google to facilitate such transfer.
The Web Design and App Design shall be required to be approved by the Customer in accordance with the following process:
once the Web Design and App Design have been created by Integer, Integer shall inform the Customer and seek the Customer’s approval of the same (which shall not be unreasonably withheld or delayed);
the Customer shall be responsible for checking the Web Design and App Design (including to ensure that all Customer Branding and Restaurant Information used in the same is accurate, complete and up-to-date);
Integer agrees to carry out any reasonable modifications to the Web Design and App Design (subject to the parameters of any template used by Integer to create the same), provided that any such modifications are notified to Integer within 7 days of the Customer’s approval being sought under paragraph 2.3.1;
the Web Design and App Design shall be deemed approved by the Customer and the Website and App shall be first made available to End Users for the purposes of placing Restaurant Orders on the earlier of:
(a) the Customer notifying Integer that it approves the Web Design and App Design; or
(b) the expiry of the 7 day period referred to in paragraph 2.3.3, provided that the Customer has not notified Integer of any modifications that it requires to be made to the Web Design and App Design,
(the Go Live Date).
On or around the Go Live Date, Integer shall also complete the creation and set up of a listing for the Customer on Integer’s Let’s Order Food website (at www.letsorder.uk) which links to the Website.
The Customer shall provide Integer with at least 7 days’ prior written notice if any changes are required to the Web Design and/or App Design after the Go Live Date. The Customer acknowledges and agrees that, if any changes are required to the Web Design and/or App Design after the Go Live Date, then Integer shall be entitled to charge the Customer for such additional services, as notified by Integer to the Customer. Unless otherwise agreed by Integer, the parties shall adhere to the procedure set out in paragraph 2.3 with respect to any such changes to the Web Design and/or App Design.
UPDATES
Integer shall be entitled to update, or make changes or additions to, the Website and/or App from time to time in its sole discretion (including to update the Website and/or App to support a new feature or to remove any feature or to overcome any defect or error in the Website and/or App), provided that such update, change or addition shall not have a material adverse effect on the performance of the Website and/or App, and any such update, change or addition which affects the Web Design and/or App Design is provided to the Customer for approval in accordance with paragraph 2.3.
ONLINE ORDERING SOLUTION FEES
In consideration of the Website/App Services, the Customer shall pay the Revenue Share to Integer in accordance with Annex 1 to this Schedule 2.
In consideration of the provision of the Hosting Services, the Customer shall pay the Hosting Fee to Integer on an annual basis. Unless otherwise agreed by Integer, Integer will invoice the Customer for the Hosting Fee on or around the Commencement Date and each anniversary thereof during the term of the Agreement. Each such invoice shall be payable by the Customer within 30 days of the date of the invoice.
Integer may increase the Online Ordering Solution Fees at any time on providing not less than 90 days’ written notice to the Customer.
INTELLECTUAL PROPERTY RIGHTS
The Customer acknowledges and agrees that Integer and/or its licensors own all Intellectual Property Rights subsisting in and/or relating to the Website, App and the Domain Name (excluding any Customer Data), and any modifications, customisations and/or enhancements made thereto. Integer hereby grants to the Customer a non-exclusive, non-transferable, limited licence to use such Intellectual Property Rights solely to the extent necessary for the Customer to use the Website and App for its internal business purposes. Except as expressly granted under the Agreement, the Customer shall not have the right to use, or acquire any other right, licence, title or interest in or to, any Intellectual Property Rights of Integer or its licensors.
Subject to paragraph 5.3, Integer shall indemnify the Customer for any amounts awarded against the Customer in judgment of any claim that the Website and/or App infringes any Intellectual Property Rights of a third party in the UK (Claim), provided that:
Integer is given prompt notice of any such Claim, specifying the nature and particulars of the Claim in reasonable detail;
the Customer does not make any admission of liability, agreement, compromise or settlement in respect of such Claim, and provides reasonable cooperation to Integer in the defence and settlement of such Claim at Integer’s request and reasonable expense;
Integer is given sole authority to defend or settle the Claim, and shall be entitled to all damages and other sums that may be paid or awarded as a result of that action; and
the Customer uses all reasonable endeavours to mitigate any loss or damage resulting from such Claim.
In no event shall Integer be liable to the Customer under paragraph 5.2 to the extent that a Claim arises from or in relation to any Customer Data or any of the Customer’s Intellectual Property Rights.
WARRANTY AND LIMITATION OF LIABILITY
Subject to paragraphs 6.2, 6.3 and 6.4, Integer warrants that each of the Website and App will perform substantially in accordance with the relevant Specification. If the Customer notifies Integer of any non-compliance with this warranty, then Integer will investigate the matter and will perform any work it determines is required in order to achieve compliance with this warranty.
Integer shall have no liability for any breach of the warranty provided under paragraph 6.1, or any other fault, failure, downtime or unavailability of the Website, which is caused by:
any breach of the Agreement by the Customer;
any Customer Data provided by the Customer, or any failure by the Customer to provide any Customer Data in accordance with any timeframes or deadlines specified by Integer.
Integer gives no warranties or representations that:
the use of the Website and App by End Users, will be uninterrupted or error-free; or
the Website and App will be free from Vulnerabilities.
Integer shall have no liability for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities (including the Internet) in respect of the use of the Website and App, and the Customer acknowledges that the use of the Website and App may be subject to delays and other problems inherent in the use of such communications networks and facilities.
For the avoidance of doubt, the limitations and exclusions of liability set out in the main body of these Terms shall also apply to Integer’s liability under this Schedule.
SUSPENSION OF THE WEBSITE AND APP
Without prejudice to any other rights or remedies Integer may have, Integer may suspend the Website and/or App and prevent End Users from accessing and using the Website and/or App to place Restaurant Orders, with immediate effect and without liability to the Customer, by providing written notice to the Customer, if:
the Customer breaches any of the provisions of the Agreement;
Integer is required (as determined by Integer in its sole discretion) to carry out any emergency maintenance on the Website and/or App, including as a result of, or to deal with, any actual, suspected or threatened security breach, Virus or attack on the Website and/or App (as applicable); or
such suspension is required by any regulatory, governmental or other competent authority.
TERMINATION FOR CONVENIENCE
Either party may terminate the provision of the Online Ordering Solution at any time on providing not less than 30 days’ written notice to the other party.
CONSEQUENCES OF TERMINATION
On termination of the provision of the Online Ordering Solution for any reason:
where the Customer notifies Integer that it requires the Domain Name to be transferred to it, Integer shall, subject to payment by the Customer of an admin fee notified by Integer to the Customer, transfer ownership and control of the Domain Name to the Customer and shall carry out all necessary transfer formalities to effect such transfer, provided that the Customer provides all cooperation and assistance required by Integer in order to effect the transfer of the Domain Name. In such circumstances the Website will be taken down and cease to operate;
where the Domain Name is not transferred to the Customer under paragraph 9.1.1, the Website will be re-directed to Integer’s Let’s Order Food website (at www.letsorder.uk) or any other domain name or website as Integer may decide;
the App shall be taken down and cease to operate;
Integer shall immediately cease to provide Support Services in respect of the Website and App and any Additional Features which are relevant only to the Online Ordering Solution;
the Customer shall immediately pay all Online Ordering Solution Fees due to Integer under the Agreement and, unless otherwise agreed by Integer, the Customer shall not be entitled to a refund of any Online Ordering Solution Fees paid in advance.
ANNEX 1 TO SCHEDULE 2 – Revenue Share
DEFINITIONS
In this Annex, the following words shall have the following meanings:
Billing Period: the period commencing on the Go Live Date and ending on the last day of the calendar week during which the Go Live Date occurs, and each calendar week thereafter during the term of the Online Ordering Solution.
Gross Order Value: the gross value of each Valid Order, including any VAT and excluding any offers or discounts applied to the Valid Order.
Revenue Share: the percentage of the Gross Order Value which is set out in the Quotation.
Service Charge: a 50p service charge, which may be amended by Integer from time to time by written notice to the Customer.
Total Order Revenue: the combined Gross Order Value of all Valid Orders made during a Billing Period.
Total Order Revenue Received: the Total Order Revenue which is received by Integer.
Valid Order: a food and/or drinks order from a Restaurant which is placed by an End User via the Website or App.
INTEGER’S OBLIGATIONS
Integer shall be responsible for collecting payments for Valid Orders from End Users where payment is made online via the Website or App.
Integer shall charge End Users a Service Charge for each Valid Order, which shall be notified to the End User at the time of placing the Restaurant Order.
CUSTOMER’S OBLIGATIONS
The Customer shall, promptly following the Commencement Date and in accordance with any deadline specified by Integer, provide written confirmation to Integer of the Customer’s bank account details. The Customer shall be responsible for ensuring that such information is accurate, complete and up-to-date and shall immediately notify Integer of any changes to its bank account details.
TOTAL ORDER REVENUE AND REVENUE SHARE
In consideration of the Website/App Services provided by Integer to the Customer, the Customer shall pay to Integer a Revenue Share in respect of each Valid Order in accordance with this paragraph 3.
On the Tuesday of each week (unless otherwise notified by Integer to the Customer in writing), Integer shall issue an invoice and statement to the Customer for the previous Billing Period setting out:
the Total Order Revenue for that Billing Period;
the Total Order Revenue Received for that Billing Period;
the total Service Charges received by Integer during that Billing Period; and
the total Revenue Share payable by the Customer for that Billing Period.
The Customer acknowledges and agrees that Integer shall be entitled to access the Customer’s records relating to Valid Orders for the purposes of calculating the Total Order Revenue in any Billing Period.
On the Friday of each week (unless otherwise notified by Integer to the Customer in writing), Integer shall pay to the Customer, to the bank account nominated by the Customer in accordance with paragraph 3.1, the Total Order Revenue Received for the previous Billing Period less:
the total Service Charges received by Integer during that Billing Period; and
the total Revenue Share payable by the Customer for that Billing Period.
In the event that the Total Order Revenue Received in any Billing Period is less than the sum of the total Revenue Share payable by the Customer for that Billing Period (because, for example, some End Users have paid for Valid Orders in cash and not via the Website or App) (the Remainder Revenue Share Amount), then Integer reserves the right to (without prejudice to any other rights or remedies it may have):
deduct the Remainder Revenue Share Amount from the sums payable by Integer under paragraph 4.4 for any following Billing Period; and/or
invoice the Customer for the Remainder Revenue Share Amount, and such invoice shall be payable by the Customer immediately on receipt; and/or
take payment for the Remainder Revenue Share Amount from the Customer automatically via Direct Debit.
If Integer is required to pay any refunds or chargebacks to End Users (or their banks or any other third party) in respect of Valid Orders, Integer shall be entitled to deduct such sums from the sums payable by Integer to the Customer under paragraph 4.4 and/or invoice the Customer for such sums (and such invoice shall be payable by the Customer immediately on receipt) and/or take payment for such sums from the Customer automatically via Direct Debt.
SCHEDULE 3 – SUPPORT SERVICES AND ADDITIONAL FEATURES
This Schedule sets out the terms on which Integer shall provide Support Services and Additional Features to the Customer. This Schedule shall apply in addition to the provisions of the main body of these Terms (to the extent that such provisions are relevant to the Support Services and Additional Features). If there is a conflict between a provision of this Schedule and a provision of the main body of these Terms, the provision in this Schedule shall take precedence in respect of the Support Services and Additional Features only.
DEFINITIONS
Unless expressly stated otherwise, the capitalised terms used in this Schedule shall have the meanings set out in the main body of these Terms and Schedules 1 and 2, and the rules of interpretation set out in clauses 1.2 to 1.8 (inclusive) of the main body of these Terms shall apply to this Schedule.
In this Schedule the following definitions shall also apply:
Additional Features: any additional software features which the Customer purchases from Integer, as set out in the Quotation, which may include:
(a) provision of a Payment Gateway;
(b) integration of InTouch with a third party platform or portal (for example Just Eat or Uber Eats);
(c) remote access to the Devices;
(d) SMS text messaging service;
(e) marketing services; and/or
(f) any other additional features or services available from time to time.
Additional Fees: the fees payable by the Customer to Integer for the Additional Features, as set out in the Quotation, which may be one-off fees or recurring fees (or a combination of both).
Additional Support Features: the additional features agreed to be provided by Integer to the Customer as part of the Support Services, including:
(a) postcode look-up services to allow the Customer to add End Users’ addresses to their database;
(b)map display and routing to allow delivery drivers to view delivery locations.
Back-up Services: a daily cloud back-up to Integer’s servers of all Customer Data and data relating to End Users and Restaurant Orders in InTouch from the previous 7 days.
Excluded Fault: any error, fault or issue with the Software which is caused by:
(a) a Force Majeure Event;
(b) any third party software not provided by Integer;
(c) any use of the Software by the Customer in breach of, or in a manner inconsistent with, the Agreement, or other than in accordance with Integer’s instructions or recommendations;
(d) any problems or issues with the Customer’s environment, equipment, systems, network or infrastructure;
(e) any problems or issues caused by the Customer’s negligence or misuse of the Software;
(f) any modification or change to the Software by any party other than Integer.
Fault: any error or fault which affects the availability or functionality of the Software, and which is not an Excluded Fault.
Initial Support Period: means the first 12 months after completion of the Installation Services provided by Integer under paragraph 3.2 of Schedule 1.
Out-of-hours Support Time:
(a) 17.30 to 22.00 Monday to Friday (excluding Bank Holidays in England); and
(a) 11.00 to 21.00 on Saturdays, Sundays and Bank Holidays in England.
Out-of-scope Services: includes training, set-up, installation, customisation and/or configuration of the Software.
Payment Gateway: a payment gateway provided by Integer to facilitate payments for Restaurant Orders made in-store via a card terminal supplied by Integer to the Customer or online via the Website or App.
Renewal Term: has the meaning set out in paragraph 2.2.1 or paragraph 2.2.2 (as applicable).
Software: InTouch which is licensed by Integer to the Customer under the Agreement and (if applicable) the Website and App which are designed and built by Integer for the Customer under the Agreement, including any Additional Features and Additional Support Features.
Software Update: any update or patch to the Software which has been produced primarily to overcome any defect or error in the Software, excluding any new versions of or upgrades to the Software.
Standard Support Hours: 09.30 to 17.30 Monday to Friday (excluding Bank Holidays in England).
Support: has the meaning set out in paragraph 3.1.1.
Support Fees: the fees for Support Services provided during a Renewal Term, as notified by Integer to the Customer prior to commencement of the Renewal Term.
Support Request: a request for Support made by the Customer in accordance with this Schedule.
COMMENCEMENT AND DURATION
Integer will provide to the Customer the Support Services in respect of InTouch and (where the Customer has purchased the Online Ordering Solution under the Agreement) the Website and App as part of the InTouch Fees and (where applicable) the Online Ordering Solution Fees for the duration of the Initial Support Period.
After expiry of the Initial Support Period:
for Support Services provided in respect of InTouch, the Customer has the option to renew the Support Services for further 12 month periods (each a Renewal Term) by written notice to Integer prior to expiry of the Initial Support Period or then current Renewal Term (as applicable). If the Customer chooses to renew the Support Services for a Renewal Term, Integer will continue to provide the Support Services during the Renewal Term, subject to payment by the Customer of the Support Fees for the Renewal Term in accordance with paragraph 2.4; and
for Support Services provided in respect of the Website and App, the Support Services shall automatically renew for further 12 month periods (each a Renewal Term) and the Customer shall pay the Support Fees for each Renewal Term in accordance with paragraph 2.4.
For the avoidance of doubt, where the Customer has purchased the Online Ordering Solution under the Agreement, the Customer is required to have, and (after expiry of the Initial Support Period) pay Support Fees for, Support Services in respect of the Website and App in order to receive the Online Ordering Solution.
The Support Fees for each Renewal Term shall be payable by the Customer in accordance with the payment terms agreed by the parties.
SUPPORT SERVICES AND SUPPORT FEES
The Support Services include:
using reasonable endeavours to resolve Faults or provide temporary workarounds in respect of Faults in accordance with this Schedule (Support);
providing and installing Software Updates as and when required (as determined by Integer in its sole discretion);
providing the Additional Support Features to the Customer; and
providing Back-Up Services.
The Customer acknowledges that Integer shall not be required to provide any Out-of-scope Services as part of the Support, unless otherwise expressly agreed by Integer in writing.
ADDITIONAL FEATURES AND ADDITIONAL FEES
Subject to payment by the Customer of the Additional Fees and (after expiry of the Initial Support Period) the Support Fees, Integer will provide the Additional Features to the Customer and shall provide Support Services in respect of the Additional Features in accordance with this Schedule 3. For the avoidance of doubt, the Customer is required to have, and (after expiry of the Initial Support Period) pay Support Fees for, Support Services in respect of InTouch and (where the Customer has purchased the Online Ordering Solution under the Agreement) the Online Ordering Solution in order to receive the Additional Features.
The Customer shall pay the Additional Fees in accordance with the payment terms agreed by the parties.
The following provisions apply where the Additional Features provided by Integer includes provision of a Payment Gateway:
The Customer shall, in accordance with any timeframes or deadlines specified by Integer, engage a third party provider to provide payment services to the Customer (the Payment Acquirer), and shall obtain a merchant number from the Payment Acquirer and provide this merchant number to Integer. For the avoidance of doubt, the Customer shall at all times have the contractual relationship with the Payment Acquirer and shall be solely responsible for the payment of any transaction fees due to the Payment Acquirer.
Following receipt of the merchant number from the Customer, Integer shall send the merchant number to the provider of the Payment Gateway to enable the Customer’s merchant bank account to be integrated with the Payment Gateway.
The Customer shall not do or omit to do anything which may cause Integer to be in breach of its agreement with the provider of the Payment Gateway.
The Customer is responsible for ensuring that the Customer’s correct bank account details are provided to the Payment Acquirer (and for notifying the Payment Acquirer of any changes to such bank account details) and for checking that payments for Restaurant Orders made via the Payment Gateway are received into the Customer’s merchant bank account. Integer shall have no liability to the Customer for any such payments not received by the Customer.
SUBMITTING SUPPORT REQUESTS
The Customer may make Support Requests using one of the following contact methods (as such details may be updated by Integer from time to time by written notice to the Customer):
Telephone: 0161 798 7307
Email: support@integeruk.com
Each Support Request:
must be made only by a Customer representative who is an employee of the Customer and has been fully trained in respect of the Software;
must include a full and accurate description of the Fault and (where applicable) the start time of the incident.
The Customer shall:
promptly notify Integer of any Faults of which it becomes aware;
ensure that the Software is operated only by competent and trained staff;
appoint one named and competent Customer representative with whom Integer will liaise in respect of providing Support; and
provide to Integer such data, documents, information, cooperation, assistance and remote access to the Customer’s equipment and systems, as is necessary to enable Integer to detect the relevant Fault and to deal with and respond to the relevant Support Request.
SERVICE LEVELS
Integer shall use reasonable efforts to respond to the Customer in respect of each Support Request:
within 24 hours where the Support Request is raised during Standard Support Hours;
within 72 hours where the Support Request is raised during Out-of-hours Support Time.
TERMINATION
Either party may terminate all or any Support Services at any time on providing not less than 30 days’ written notice to the other party.
CONSEQUENCES OF TERMINATION
If the Support Services in respect of the Website and App are terminated for any reason, the provision of the Online Ordering Solution and any Additional Features relevant to the Online Ordering Solution shall automatically terminate and the consequences of termination set out in paragraph 9 of Schedule 2 shall apply.
If the Support Services for InTouch are terminated for any reason, Integer shall immediately cease to provide such Support Services and any Additional Features relevant to InTouch, but the licence for InTouch shall continue in full force and effect in accordance with the terms of the Agreement, unless such licence is also terminated (in which case, paragraph 9 of Schedule 1 shall apply).
On termination of any Support Services, for any reason, the Customer shall immediately pay all Support Fees due to Integer under the Agreement for such Support Services and, unless otherwise agreed by Integer, the Customer shall not be entitled to a refund of any Support Fees paid in advance for such Support Services.
On termination of any Additional Features, for any reason, the Customer shall immediately pay all Additional Fees due to Integer under the Agreement for such Additional Features and, unless otherwise agreed by Integer, the Customer shall not be entitled to a refund of any Additional Fees paid in advance for such Additional Features.
SCHEDULE 4 – DATA PROCESSING SCHEDULE
This Data Processing Schedule applies in respect of personal data which is processed by Integer on behalf of the Customer under or in connection with the Agreement.
DEFINITIONS
Unless expressly stated otherwise, the capitalised terms used in this Data Processing Schedule shall have the meanings set out in the main body of these Terms and Schedules 1, 2 and 3, and the rules of interpretation set out in clauses 1.2 to 1.8 (inclusive) of the main body of these Terms shall apply to this Data Processing Schedule.
In this Data Processing Schedule the following definitions shall apply: Data Protection Legislation: all applicable privacy and data protection laws in force from time to time in the UK, including the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018), the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and in each case as may be further amended, extended, consolidated, re-enacted, replaced or superseded from time to time. Personal Data: means any and all personal data which is processed by Integer on behalf of the Customer under or in connection with the Agreement, the types of which are set out in Annex 1 to this Data Processing Schedule.
The terms personal data, controller, processor, process, data subject, data protection impact assessment, third country, international organisation, personal data breach and appropriate technical measures shall each have the applicable meaning set out in the Data Protection Legislation.
GENERAL
The parties acknowledge and agree that, as at the Commencement Date, their mutual belief is that, in respect of the Personal Data, the Customer is the data controller and Integer is the data processor for the purposes of the Data Protection Legislation.
Annex 1 to this Data Processing Schedule sets out the scope, nature and purpose of processing by Integer, the duration of the processing and the types of personal data and categories of data subject. Annex 1 shall form part of this Data Processing Schedule as if set out in full in the body of this Data Processing Schedule, and references to this Data Processing Schedule shall include Annex 1.
DATA PROCESSING OBLIGATIONS
Both parties will comply with all applicable requirements of the Data Protection Legislation. This Data Processing Schedule is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
Without prejudice to the generality of paragraph 3.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable the lawful transfer of the Personal Data to Integer for the duration and purposes of the Agreement so that Integer may lawfully use, process and transfer the Personal Data in accordance with the Agreement on the Customer’s behalf.
Without prejudice to the generality of paragraph 3.1, Integer shall, in relation to the Personal Data:
only process that Personal Data for the purposes of, and to the extent necessary for, providing the Services under the Agreement in accordance with Annex 1 to this Data Processing Schedule and any other documented written instructions provided by the Customer, unless otherwise required by Applicable Laws or a court of a competent jurisdiction or any other governmental or regulatory body;
ensure that all personnel who have access to and/or process the Personal Data are obliged to keep the Personal Data confidential;
not transfer any Personal Data outside of the United Kingdom unless the following conditions are fulfilled: (a) the transfer is to a territory which is subject to adequacy regulations under the Data Protection Legislation and that territory provides adequate protection for the privacy rights of the relevant data subjects; or (b) Integer and (where appropriate) the Customer has put in place for the transfer:
(i) appropriate safeguards in accordance with a framework that is recognised by the Data Protection Legislation and the relevant authorities or courts as providing an adequate level of protection for the relevant Personal Data; and
(ii) enforceable data subject rights and effective legal remedies for relevant data subjects as required by Data Protection Legislation;
assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;
notify the Customer without undue delay on becoming aware of a personal data breach;
at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Agreement unless required by Applicable Law to store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use); and
maintain complete and accurate records and information to demonstrate its compliance with this paragraph 3.3 and immediately inform the Customer if, in the opinion of Integer, an instruction from the Customer infringes the Data Protection Legislation.
TECHNICAL AND ORGANISATIONAL MEASURES
Each party shall ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
THIRD PARTY PROCESSORS
The Customer consents to Integer appointing any third party processor of Personal Data under the Agreement subject to the following:
Integer shall provide the Customer with reasonable prior written notice of its intention to appoint of any such third party processor;
the Customer shall have the right to object to the appointment of any such third party processor (save that if the Customer has not provided a response within 7 days of any notice being provided under paragraph 5.1.1, its consent will be implied).
Notwithstanding paragraph 5.1, the Customer consents to the appointment of the third party processors of Personal Data listed in Annex 1.
Integer confirms it has entered (in the case of paragraph 5.2) or shall enter into (in the case of paragraph 5.1) a written agreement with any third party processor substantially on that third party’s standard terms of business which Integer confirms shall reflect and will continue to reflect the requirements of the Data Protection Legislation.
As between the Customer and Integer, Integer shall remain fully liable for all acts or omissions of any third party processor appointed by it pursuant to this paragraph 5.
CUSTOMER INDEMNITY
The Customer shall defend, indemnify and hold harmless Integer against all claims, actions, costs, damages, expenses, fines, penalties and/or losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs, and all other professional costs and expenses), suffered or incurred by or awarded against Integer and/or for which Integer may become liable arising out of or in connection with any claim or action by a third party (including a data subject) in relation to a breach of Data Protection Legislation by the Customer.
LIABILITY
The parties agree that clause 9.2.2 of the main body of these Terms shall apply to Integer’s liability under this Data Processing Schedule.
CHANGE OF LAW
If there are any changes to any Applicable Laws (including the Data Protection Legislation) or updates in applicable guidance or codes of practice after the Commencement Date which:
require any additional or alternative documentation or safeguards to be put in place regarding the transfer of Personal Data, then the parties shall promptly put such documentation or safeguards in place to the extent applicable; and/or
require or make it desirable for any other changes to be made to this Data Processing Schedule, then the parties shall discuss such changes in good faith and document any agreed changes in writing.
It is agreed that each party shall bear its own costs of any changes made in accordance with this paragraph 8, including the costs of complying with any additional or alternative obligations.
ANNEX 1 TO THE DATA PROCESSING SCHEDULE
PURPOSE OF PROCESSING
Integer will process personal data of End Users under the Agreement for the following purposes:
to provide and deliver the Online Ordering Solution to the Customer, including the Hosting Services and (where applicable) taking payment for Restaurant Orders from End Users via the Website and App;
to provide and deliver the Support Services and any Additional Features to the Customer;
to fulfil its obligations under the Agreement;
to improve the services provided by Integer and its business and to improve the End-User customer experience;
to fulfil any legal obligations; and
for marketing purposes.
NATURE
Integer will collect, store, organise, use, disclose, transfer (to approved third parties), delete and anonymise personal data of End Users as necessary to fulfil the purposes set out in paragraph 1.1.
DURATION OF THE PROCESSING
The personal data of End Users will only be stored for as long as is necessary to fulfil the purposes for which it is collected.
TYPES OF PERSONAL DATA
Integer will process the following types of personal data of End Users under the Agreement:
Contact Information – including name, address, delivery address, telephone number, email address
Transaction Information – including Restaurant Order data and history, payment information (including payment card details and billing address)
Marketing – including preferences for marketing purposes, device tokens
Cookies – in accordance with any applicable cookies policy, updated from time to time.
APPROVED THIRD PARTY PROCESSORS
Company Name
Description
Microsoft Azure
Hosting service provider
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