Business Terms of Service

1. Parties and Acceptance

1.1 These Business Terms of Service ("Business Terms") are between company name ("Ordoria", "we", "us") and the business that registers an account ("Business", "you").

1.2 The individual who accepts these Business Terms confirms that they have authority to bind the Business. If they do not, they are personally liable for the Business's obligations under them.

1.3 The Platform is supplied only to businesses for trade purposes. By registering, you confirm that you are not acting as a consumer. You must be at least 18 years old to create a Business account.

1.4 These Business Terms incorporate the Marketplace Ordering Terms, the Payment Terms, the Data Processing Agreement, the Service Level Agreement, the Returns & Credit Note Policy, the Acceptable Use Policy and any Order Form (together, the "Agreement").

2. Definitions

2.1 In this Agreement:

• "Authorised User" means an owner, manager or staff member whom you invite to your account and to whom you assign a role.
• "Business Data" means all data you or your Authorised Users enter into the Platform, including orders, menus, recipes, cost data, staff details and notes, but excluding Supplier Content and Platform Data.
• "Business Panel" means the web dashboard for Businesses, including menu, recipe costing, menu analysis, QR menu, orders and returns pages.
• "Fees" means the Service Fee, the Subscription Fee and any other charges set out in the Pricing Page or an Order Form.
• "One" means Ordoria's paid subscription plan for Businesses.
• "Platform Data" means aggregated, de-identified usage and performance data generated by the Platform.
• "Pricing Page" means the Fees published at business.ordoria.com/pricing or in the app, as updated under clause 7.
• "Service Fee" means the per-order fee described in clause 6.
• "Services" means access to and use of the Platform as described in clause 3.
• "Supplier" means a third-party seller that lists goods on the Platform.
• "Supplier Content" means product listings, images, descriptions, prices, allergen, ingredient and nutrition data, promotions and delivery terms supplied by Suppliers.

3. The Services

3.1 Subject to this Agreement, Ordoria grants you a non-exclusive, non-transferable, revocable right during the term for your Authorised Users to use the Services for your internal business purposes in the United Kingdom.

3.2 The Services include, as made available from time to time:

1. browsing Supplier catalogues, building carts per Supplier, placing, tracking and repeating orders (including draft orders and weekly templates);
2. viewing order history, Supplier VAT invoices and delivery or collection status;
3. reporting returns and missing, damaged or incorrect goods, and tracking credit notes;
4. inviting Authorised Users and assigning roles and permissions from the role catalogue;
5. menu building, recipe costing, target food cost, menu engineering analysis, allergen views and a public QR menu;
6. barcode scanning, voice search, product requests and in-app feedback;
7. notifications about orders, returns, promotions and account events.

3.3 Ordoria may change, add or remove features. If a change materially reduces the core ordering functionality of a paid plan, we will give at least 30 days' notice and you may cancel One and receive a pro-rata refund of prepaid Subscription Fees for the unused period.

3.4 Beta or preview features are marked as such, are supplied "as is" and may be withdrawn at any time.

4. Ordoria's Role in Orders

4.1 Ordoria provides the technology that lets you order from Suppliers. Unless the Payment Terms state that a Pay with Ordoria transaction applies, the contract for the sale of goods is made directly between you and the Supplier, on the Supplier's terms of supply. Ordoria is not the seller, does not take title to or possession of goods, and is not responsible for their quality, safety, description, delivery or price.

4.2 The Supplier, not Ordoria, issues VAT invoices and credit notes for goods.

4.3 The Marketplace Ordering Terms set out how orders are formed, confirmed, cancelled and fulfilled.

5. Accounts and Authorised Users

5.1 You must provide accurate, complete and current information, including your legal name, trading name, registered or trading address, delivery address, VAT number (if any) and contact details, and keep it up to date.

5.2 You are responsible for:

1. all activity under your account and by your Authorised Users, as if it were your own act;
2. assigning roles and permissions appropriate to each Authorised User's job;
3. removing access promptly when an Authorised User leaves;
4. keeping login credentials confidential and using sign-in with Google or Apple only on accounts you control;
5. telling us at support@ordoria.com without delay if you suspect unauthorised access.

5.3 An account owner may transfer ownership to another Authorised User. If the owner deletes their personal account, ownership passes to a remaining owner where one exists.

5.4 Age-restricted goods (including alcohol) may only be ordered by Authorised Users aged 18 or over. Ordoria may use the date of birth you provide to enforce this, and the Supplier may refuse delivery if it is not satisfied that age requirements are met.

6. Service Fee

6.1 Unless your account has an active One subscription or a written waiver applies, Ordoria charges a Service Fee for each order you submit to a Supplier. The Service Fee is the amount shown in the app at checkout, before you submit the order (exclusive of VAT, if applicable).

6.2 The Service Fee is a fee for the use of the Platform. It is not part of the price of goods and is not paid to the Supplier.

6.3 At checkout, you authorise Ordoria (through its payment processor, Stripe) to place a hold on your payment card for the Service Fee. The hold is:

1. captured when the Supplier confirms the order, or on the delivery day, or when the hold is six days old, whichever is earliest;
2. released if the Supplier rejects the order, or you or the Supplier cancel it, before capture;
3. refunded if the order is cancelled after capture for a reason other than your breach.

6.4 The Service Fee is refunded where the whole order is returned under the Returns & Credit Note Policy, or where an Ordoria error caused the failure of the order. Otherwise it is non-refundable once captured.

6.5 If a card hold lapses or a capture fails, Ordoria may retry the charge, invoice you for the Service Fee or suspend ordering until it is paid.

7. One Subscription

7.1 One is a recurring subscription billed monthly or annually, exclusive of VAT, at the rate shown in the app when you subscribe. While One is active, the Service Fee is waived on all orders and One features are unlocked.

7.2 Free trial. A new Business may receive a 14-day free trial of One. You must add a payment method to start the trial. Unless you cancel before the trial ends, the subscription starts automatically and the first Subscription Fee is charged at the end of the trial.

7.3 Renewal. One renews automatically at the end of each billing period for the same period until cancelled. You can cancel at any time in the billing section of the app or the Stripe customer portal. Cancellation takes effect at the end of the current billing period; no partial refunds are given except under clauses 3.3, 7.5 or 17.4.

7.4 Failed payment. If a Subscription Fee is not paid, One continues for a grace period of 3 days. If payment remains outstanding, One features stop, and Service Fees apply to new orders until payment is made.

7.5 Price changes. Ordoria may change Subscription Fees with at least 30 days' notice before your next renewal. If you do not accept the change, you may cancel before it takes effect.

8. Payment, Invoices and Tax

8.1 Fees are payable in pounds sterling by card or other method Ordoria accepts through Stripe. You authorise Ordoria to charge your stored payment method for all Fees as they fall due.

8.2 Fees exclude VAT, which is added at the applicable rate where Ordoria is VAT-registered. Ordoria issues receipts or VAT invoices for its Fees through Stripe or by email.

8.3 Ordoria may charge interest on overdue Fees under the Late Payment of Commercial Debts (Interest) Act 1998, together with the fixed compensation that Act allows.

8.4 You may not withhold or set off amounts owed to Ordoria against any claim you have against a Supplier.

8.5 Payments for goods, delivery charges and any VAT on goods are owed to the Supplier on the Supplier's terms, unless the Payment Terms state that Pay with Ordoria applies to an order.

9. Your Obligations

9.1 You must:

1. comply with the Acceptable Use Policy and all applicable laws, including food safety, food information, licensing, alcohol and employment laws;
2. check goods on delivery or collection and report problems within the Returns & Credit Note Policy windows;
3. be available, or have someone available, to receive deliveries at the delivery address and in the slot selected;
4. ensure the information you publish on your QR menu (including allergens and prices) is accurate; this is your own responsibility under clause 11;
5. not use the Platform to circumvent a Supplier's pricing or credit controls.

10. Supplier Content and Food Information

10.1 Supplier Content is provided by Suppliers. Ordoria displays allergen, ingredient and nutrition information only where a Supplier has declared it and does not infer or guess it. Ordoria does not verify Supplier Content and gives no warranty that it is accurate, complete or current.

10.2 Product labels on the goods themselves prevail over any information shown on the Platform. You must check the label before using any product, especially for allergens.

10.3 Prices shown are the Supplier's prices exclusive of VAT unless stated otherwise. Customer-specific prices, tiers and promotions are set by the Supplier and may change before an order is confirmed.

11. Menu, Recipe Costing and QR Menu

11.1 Menu, recipe costing, target food cost and menu engineering tools provide estimates based on Supplier prices, pack sizes and the quantities you enter. They are decision aids, not professional, accounting or nutritional advice. Ordoria is not liable for pricing, purchasing or menu decisions you make in reliance on them.

11.2 When you publish a QR menu, you are the food business operator responsible for the information it shows to Diners, including allergen information required by the Food Information Regulations 2014. Allergen data drawn from Supplier Content is a starting point only; you must check and confirm it against your actual recipes, substitutions and preparation methods.

11.3 You must display the QR Menu Diner Terms & Allergen Notice, or your own equivalent, with any published QR menu.

12. Data Protection

12.1 Each party will comply with the UK GDPR and the Data Protection Act 2018.

12.2 For personal data of your Authorised Users and staff that you control (such as staff roles and invitations), Ordoria acts as your processor under the Data Processing Agreement.

12.3 For personal data Ordoria collects to run, secure and improve the Platform and to manage its own relationship with individual users (such as sign-in, fraud prevention, analytics, crash reports and marketing), Ordoria is an independent controller and processes it under its Privacy Notice.

12.4 You agree that Ordoria may share your business details and the contact, delivery and order details needed to fulfil an order with the Supplier you order from. That Supplier becomes an independent controller of those details under the Data Sharing Agreement.

13. Intellectual Property

13.1 Ordoria and its licensors own all intellectual property rights in the Platform, its software, design, the "Ordoria" and "Ordoria Business" names and logos, documentation and Platform Data. Nothing in this Agreement transfers those rights to you.

13.2 You own Business Data. You grant Ordoria a non-exclusive, royalty-free, worldwide licence to host, copy, process, transmit and display Business Data as needed to provide, secure and support the Services, and to create Platform Data.

13.3 If you give feedback or suggestions, Ordoria may use them without restriction or payment.

13.4 You must not, and must not allow anyone to: copy, modify or create derivative works of the Platform; reverse engineer, decompile or disassemble it, except as permitted by sections 50A to 50C of the Copyright, Designs and Patents Act 1988; scrape, crawl or extract Supplier catalogues or prices; or access the Platform to build a competing product.

14. Confidentiality

14.1 Each party will keep the other's Confidential Information confidential, use it only to perform this Agreement and disclose it only to employees, advisers and contractors who need to know it and are bound by equivalent duties.

14.2 "Confidential Information" means non-public information about a party's business, including your purchasing data and Supplier-specific prices offered to you. It excludes information that is or becomes public without breach, was already known, is independently developed or is lawfully received from a third party.

14.3 A party may disclose Confidential Information when required by law, court order or a regulator, giving the other party notice where lawful.

14.4 This clause survives for 3 years after termination.

15. Warranties and Disclaimers

15.1 Ordoria warrants that it will provide the Services with reasonable skill and care and substantially in accordance with their published description.

15.2 If Ordoria breaches clause 15.1, Ordoria will, at its option, correct the Services or re-perform them. If it cannot do so within a reasonable time, you may terminate the affected paid Services and receive a refund of prepaid Fees for them. This is your sole remedy for breach of clause 15.1.

15.3 Except as expressly stated, the Services are provided without any warranty, condition or other term, express or implied, including as to satisfactory quality, fitness for purpose or uninterrupted or error-free operation, to the fullest extent permitted by law.

15.4 Ordoria is not responsible for: goods supplied by Suppliers; Supplier Content; a Supplier's acts or omissions; internet, mobile network, app store or device failures; or third-party services (such as Google, Apple or Stripe) except as stated in the Agreement.

16. Limitation of Liability

16.1 Nothing in this Agreement limits or excludes liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or any other liability that cannot be limited or excluded by law.

16.2 Subject to clause 16.1, Ordoria is not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: loss of profits, sales, business or revenue; loss of anticipated savings; loss or corruption of data (other than Ordoria's duty to restore from its latest backup); loss of goodwill or reputation; wasted expenditure; or indirect or consequential loss.

16.3 Subject to clause 16.1, Ordoria's total aggregate liability arising under or in connection with this Agreement in each period of 12 months from the date you first accept these Business Terms is limited to the greater of: (a) the total Fees you paid to Ordoria in that period; and (b) £500.

16.4 The parties agree these limits are reasonable under the Unfair Contract Terms Act 1977, given the Fees, the availability of insurance and the fact that the sale of goods is a matter between you and the Supplier.

17. Term, Suspension and Termination

17.1 This Agreement starts when you accept it and continues until terminated.

17.2 You may close your Business account at any time in the app. Closure does not affect Fees already due or orders already confirmed by a Supplier.

17.3 Ordoria may terminate this Agreement for convenience on 30 days' written notice.

17.4 Either party may terminate immediately by written notice if the other: (a) commits a material breach that is irremediable or not remedied within 14 days of notice; or (b) becomes insolvent, enters administration, liquidation or a voluntary arrangement, or ceases trading. If Ordoria terminates under clause 17.3, or you terminate under this clause, Ordoria will refund prepaid Subscription Fees for the unused period.

17.5 Ordoria may suspend all or part of the Services immediately if: Fees are overdue; your account shows signs of fraud, unauthorised access or misuse; you breach the Acceptable Use Policy; or suspension is needed to protect the Platform, Suppliers or other users. Ordoria will lift the suspension once the cause is resolved.

17.6 On termination: your right to use the Services ends; orders already confirmed by a Supplier continue under the Supplier's terms; and for 30 days you may export your Business Data (orders, menus and recipes) using the Platform's export tools. Ordoria then deletes or anonymises Business Data, except order and invoice records it must keep under law (normally six years for tax and accounting records).

17.7 Clauses 8, 12 to 16, 17.6 and 18 to 20 survive termination.

18. Changes to These Business Terms

18.1 Ordoria may update these Business Terms. For material changes, Ordoria will give at least 30 days' notice by email or in the app, unless the change is required by law or security, in which case it may take effect sooner.

18.2 If you do not accept a change, you may close your account before it takes effect, and Ordoria will refund prepaid Subscription Fees for the unused period. Continued use after the effective date is acceptance.

19. Notices

19.1 Ordoria will send notices to the email address of the account owner or through in-app notifications. You must send notices to support@ordoria.com and, for notices of breach or termination, also by post to Ordoria's registered office.

19.2 An email notice is treated as received on the next business day after sending, unless a bounce message is received.

20. General

20.1 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including failure of hosting, payment or telecoms providers, cyber-attack not caused by its own failure to take reasonable security measures, strikes, epidemic, flood or government action. Payment obligations are not suspended.

20.2 Assignment. You may not assign or transfer this Agreement without Ordoria's consent. Ordoria may assign it to a group company or a buyer of all or part of its business on notice to you.

20.3 Subcontracting. Ordoria may use subcontractors and sub-processors and remains responsible for them as set out in this Agreement.

20.4 Entire agreement. The Agreement is the entire agreement between the parties on its subject matter. Each party confirms that it has not relied on any statement not set out in it. Nothing limits liability for fraud.

20.5 Waiver and severance. A failure to enforce a right is not a waiver. If any provision is invalid, the rest remains in force, and the invalid provision is modified to the minimum extent needed to make it valid.

20.6 Third-party rights. No one other than the parties has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce this Agreement.

20.7 Relationship. Nothing creates a partnership, joint venture or agency between you and Ordoria, except to the limited extent the Payment Terms appoint Ordoria as a Supplier's commercial agent for Pay with Ordoria.

20.8 Dispute escalation. The parties will first try to resolve any dispute through senior representatives within 20 business days. This does not prevent either party from seeking urgent injunctive relief.

20.9 Governing law and jurisdiction. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.