About these terms
These terms are an agreement between Codeer Labs Ltd, the company behind Ordeer, and the business that uses Ordeer. We are registered in England and Wales under company number 17110059, with our registered office at Studio 9, 50-54 St Paul's Square, Birmingham, England, B3 1QS. Ordeer is a product and trademark of Codeer Labs Ltd.
Ordeer is designed for business customers. By using the Services you confirm that you are acting for the purposes of a business, not as a consumer, and that you have the authority to accept these terms for the business you represent. The terms apply from the first time you use the Services and whenever you use them afterwards.
Our Privacy Policy explains how information is handled and forms part of the picture, though it is not a contract term in itself.
Definitions
- Services: the Ordeer software, website, and any setup, support or other services we provide to you.
- Software: the Ordeer point of sale software, including updates and new versions.
- Hardware: physical equipment purchased for use with the Software, such as tills, terminals and printers.
- Support Plan: an optional paid plan adding the support services described when you buy it.
- Business Data: the information your business puts into the Services, such as products, menus, prices, orders, staff details and customer details.
- Third-Party Services: products and services provided by others, such as payment providers and connected integrations.
- We, us, our: Codeer Labs Ltd. You, your: the business using the Services.
The services
Ordeer is a point of sale platform for hospitality and retail businesses: selling, orders, product and stock management, staff workflows and reporting, in one system.
We do not charge a licence fee for the core Software. Around it, your business can choose paid extras: a Support Plan, Hardware, and payment services provided through Third-Party Services.
The Services develop over time. We may add, improve or adjust features so Ordeer keeps getting better; section 14 covers changes and availability, and section 22 covers changes to these terms.
Accounts and security
Where accounts or credentials are set up for your business, you agree to:
- give us accurate information and keep it up to date;
- keep credentials confidential and share them only with authorised staff;
- manage which of your staff can access what, and remove access when someone leaves;
- tell us promptly at info@ordeer.co.uk if you suspect an account has been compromised.
You are responsible for what is done through your business’s accounts, unless it results from our failure.
Software licence
We grant your business a limited, non-exclusive, non-transferable licence to use the Software for its own internal business purposes, for as long as these terms are complied with.
Except where the law expressly permits it, you must not:
- copy, modify or create derivative works of the Software;
- sell, rent, sublicense or otherwise make the Software available to others;
- reverse engineer, decompile or attempt to extract source code;
- bypass or interfere with technical or security measures.
Acceptable use
You must not use the Services:
- for anything unlawful, or to infringe anyone’s rights;
- to attempt unauthorised access to systems, accounts or data;
- to introduce malware or anything else harmful;
- to disrupt, overload or scrape the Services;
- to misuse information about other people held in the Services.
Your responsibilities
Running your business remains your job. In particular, you are responsible for:
- operating lawfully, including any rules that apply to your sector and to what you sell;
- the equipment and internet connection the Software needs at your premises, except where something is expressly our responsibility;
- the accuracy of what your business enters: products, prices, tax settings, staff permissions and everything else in your Business Data;
- the notices and permissions your own customers and staff may be entitled to, as section 09 explains;
- keeping your own copies of records that are important to your business, such as accounting exports.
Your business data
Your Business Data belongs to your business. You grant us just the rights we need to host, process, display and back it up in order to provide the Services, and you are responsible for having the necessary rights to the content and information you put in.
If you send us ideas or feedback about Ordeer, we may use them to improve the product without obligation to you; feedback never includes your Business Data.
Data protection
Each of us must comply with UK data protection law in our respective roles. Our Privacy Policy explains how we handle personal information, including the difference between information we control and Business Data we process on your instructions.
Where we process personal data on your behalf, the law requires written processor terms between us; these are available from us on request. You remain responsible for your own obligations to your staff and customers, including privacy notices and lawful bases for the information your business collects.
Payments
Where card payments form part of your Ordeer setup, payment processing and card acquiring are provided by Third-Party Services, not by us. We are not a bank, a payment institution or an e-money issuer.
The relevant payment provider will have its own agreement with you, and its terms govern the payment services it provides, including settlement of your takings. Card details are captured by the payment provider’s systems and terminals, not entered into the Software.
Fees and paid services
The core Software is free: there is no licence fee and no time limit on that. Paid extras are always chosen by you, and their fees are those shown or agreed at the time you buy or subscribe, plus VAT where applicable. Current options are on our pricing page.
- No lock-in. You can cancel a monthly plan at any time; it ends at the close of the period you have paid for, and you keep using the free Software.
- Billing. Billing frequency and dates are shown when you sign up for a paid service.
- Price changes. If the price of a paid service changes, we will tell you in advance, and the change applies from your next billing period, when you are free to cancel instead.
- Non-payment. If a paid service is not paid for, we may suspend or end that paid service after telling you and giving you a chance to put it right.
Hardware
Hardware is purchased separately. The specific items, prices, delivery arrangements and any charges are those set out in your quote or order at the time.
- Ownership of Hardware passes to you when it is paid for in full.
- Responsibility for Hardware passes to you on delivery.
- Manufacturer warranties may apply to Hardware in addition to your rights under these terms and the general law.
- If Hardware arrives faulty or damaged, contact us at info@ordeer.co.uk and we will help put it right.
Support
Optional Support Plans add the support services described when you buy them, such as onboarding help and priority assistance. Our current contact channels are shown on this site.
Whether or not you have a Support Plan, we care that Ordeer works: section 14 covers how we look after the Software itself.
Availability and changes
We work to keep the Services available and improving, and we provide updates, maintenance and security changes as part of that. Realistically, no online service can promise to be uninterrupted or error-free:
- maintenance and updates may occasionally interrupt the Services; where planned work is significant, we aim to give reasonable notice;
- events outside our control, including failures of Third-Party Services, networks or power, can affect availability;
- we may change or withdraw features, or the Services as a whole, on reasonable notice; if you have prepaid for a paid service that we withdraw, we will refund the unused part.
Intellectual property
We and our licensors own the Software, the website, and the Ordeer brand, designs and content. These terms give you the licence in section 05 and no other rights in them.
Your Business Data is yours, as section 08 says, and nothing in these terms transfers its ownership to us.
Confidentiality
Each of us may learn non-public information about the other while working together. Each of us agrees to use such information only for the purposes of the relationship and to protect it with reasonable care.
This does not apply to information that is public, already lawfully known, or that must be disclosed by law.
Suspension
We may suspend some or all of the Services for your business where reasonably necessary, for example if:
- there is a security risk to the Services or to other users;
- the Services are being used unlawfully or in material breach of these terms;
- a paid service remains unpaid after notice (section 11).
We will tell you before suspending where reasonably possible, keep any suspension as narrow and short as we can, and restore the Services once the issue is resolved.
Term and termination
These terms apply while you use the Services. You can stop using the free Software at any time, and cancel paid services as described in section 11.
We may end these terms if you materially breach them and do not fix the breach within a reasonable time after we ask, or if the law requires us to. Section 14 explains what happens if we withdraw the Services themselves.
When these terms end:
- your licence to use the Software ends;
- if you ask within a reasonable period, we will provide a copy of your Business Data in a commonly usable format; we do not keep it available indefinitely;
- sections that by their nature should continue do so, including sections 08, 09, 15, 16 and 19 to 24.
Disclaimers
We provide the Services with reasonable skill and care. Beyond that, and to the extent the law allows, the Services are provided as available, without other warranties, and we do not promise they will be uninterrupted or error-free.
Ordeer is a tool, not advice. Decisions about your business, including tax, pricing and regulatory compliance, remain yours.
Liability
Nothing in these terms excludes or limits liability that the law does not allow to be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud.
Subject to that:
- neither of us is liable to the other for indirect or consequential loss, or for loss of profits, revenue, goodwill, anticipated savings or data, arising from these terms;
- our total liability to you in connection with the Services is limited to the total fees you have paid us for the Services in the 12 months before the event giving rise to the claim.
Because the core Software is free, parts of the Services may involve no fees; please weigh that when deciding on your own precautions, such as keeping copies of important records (section 07).
Indemnity
You will compensate us for losses, claims and reasonable costs we suffer because your business used the Services unlawfully or in breach of section 06, or because your Business Data infringed someone else’s rights, except to the extent we caused the issue.
Changes to these terms
We may update these terms from time to time, for example when the Services or the law change. The current version always lives at this page, with its date at the top.
If a change materially affects your business, we will take reasonable steps to tell you in advance, such as a notice on the site or an email where we have one for you. Continuing to use the Services after a change takes effect means the updated terms apply; if you do not agree with a change, stop using the Services and cancel any paid plans as described in section 11.
General
- Events beyond control. Neither of us is responsible for failing to perform because of events beyond reasonable control, provided reasonable steps are taken to limit the effect.
- Assignment. You need our written consent to transfer these terms. We may transfer them to a group company or a successor to our business, without reducing your rights.
- Entire agreement. These terms, your orders for paid services and the documents they refer to are the whole agreement between us about the Services. Neither of us relies on anything outside them, though nothing limits liability for fraud.
- Severability and waiver. If part of these terms turns out to be unenforceable, the rest still applies. Not enforcing a term at some moment does not waive it.
- No partnership. These terms do not create a partnership, joint venture or agency between us.
- Third parties. No one other than you and us has rights under these terms, including under the Contracts (Rights of Third Parties) Act 1999.
- Notices. We may send notices to the email address your business gives us; you can send notices to info@ordeer.co.uk.
Governing law
These terms, and any dispute or claim relating to them, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction over them.
Contact
Questions about these terms are welcome: info@ordeer.co.uk, by phone on 0333 091 5005, or by post to Codeer Labs Ltd, Studio 9, 50-54 St Paul's Square, Birmingham, England, B3 1QS.
How we handle information is explained in our Privacy Policy.