Version 2026-10-07 · Click-wrap agreement · The English version prevails

Between

1. LEAPGO OÜ, registry code 17528828, Järvevana tee 9, Kesklinna linnaosa, 11314 Tallinn, Harju maakond, trading as OrdFox, a company incorporated in Estonia (“OrdFox”, “we”, “us”); and
2. the business named in the Order Summary, registration number as stated in the Order Summary, established in its country of establishment (the “Customer”, “you”).

Date of acceptance: the date shown in your acceptance certificate

1. The Agreement, the parties and acceptance

1.1 Documents. This Agreement consists of: (a) the Order Summary shown to you at acceptance and emailed to you (plan, fees, setup fee, billing cycle, locations and any written commitments made by OrdFox); (b) these Terms; (c) Annex A (Data Processing Agreement); (d) Annex B (Fee Schedule); and (e) the Stripe Connected Account Agreement, incorporated by reference in clause 7. If they conflict, the Order Summary prevails over these Terms, and these Terms prevail over the Annexes, except that Annex A prevails on data protection.

1.2 Business use only. You confirm that you enter into this Agreement in the course of a business and not as a consumer.

1.3 Authority. The person accepting confirms that he or she is a director, owner or partner of the Customer (or has been expressly authorised by one) and that the Customer’s details shown in this Agreement are correct. If that person lacks authority, he or she is personally bound by this Agreement and personally liable for the Customer’s obligations under it.

1.4 Electronic acceptance and evidence. You accept this Agreement by clicking “Accept and continue” in your Dashboard while signed in to the Customer’s owner account. This is a binding electronic signature (Electronic Commerce Act 2000; Regulation (EU) 910/2014). We record the name and email of the account holder who accepts, the date and time, IP address and browser identifier, the version and hash of the text displayed and a snapshot of the document, and we keep that record for the term of this Agreement and 6 years afterwards. We email you a copy of this Agreement, including the Fee Schedule, at acceptance; you can download it from your Dashboard at any time.

1.5 Language. This Agreement is made in English. A Portuguese translation is provided as a courtesy; if there is any difference, the English version prevails.

2. Definitions

“Business Day”: a day other than a Saturday, Sunday or public holiday in Ireland. “Dashboard”: your OrdFox administration panel. “End Customer”: a person who orders through your ordering site or app. “Fees”: the Subscription Fee, the Transaction Fee, any setup fee and any add-on fees. “Online Card Payment”: a payment for an order made through the Services by card or card-based wallet (such as Apple Pay or Google Pay) and processed by Stripe. “Stripe”: Stripe Payments Europe, Limited and Stripe Technology Europe, Limited. “Payout”: a transfer by Stripe of your sales proceeds to your bank account. “Services”: the OrdFox software and related services in your plan. “Tip”: an amount an End Customer voluntarily adds for your staff. “Customer Content”: your menu, prices, photos, logos, trade marks, texts and other material you provide.

3. Services, licence and intellectual property

3.1 What we provide. Depending on your plan: a branded online ordering website, a branded mobile app, order management and kitchen screens, dispatch and driver tracking, automatic customer messages, campaign and loyalty tools, online payments through Stripe, reporting and the Dashboard. The features of your plan are listed in the Order Summary.

3.2 Licence. We grant you a non-exclusive, non-transferable licence to use the Services, for the term of this Agreement, for the locations listed in your Order Summary. You may not resell, sublicense or share the Services, copy, modify, reverse-engineer or scrape them, use them to build a competing product, or share login credentials.

3.3 No exclusivity. Nothing in this Agreement prevents you from using marketplaces, point-of-sale systems, delivery services or any other ordering platform alongside the Services.

3.4 Our intellectual property. We and our licensors own the Services, our software, designs, templates and documentation, including improvements and anonymised, aggregated statistics derived from their use. We may use any feedback you give us. Nothing in this Agreement transfers our intellectual property to you or yours to us.

3.5 Attribution and marketing. A discreet “Powered by OrdFox” reference may appear on your ordering site and app. You may not otherwise use our name or logo without our written consent, and we may name you as a customer only if you opt in through the Dashboard (which you may withdraw at any time). The Services run on standard devices you own; we do not sell proprietary hardware.

4. Your account, content and legal responsibilities

4.1 Account. You are responsible for activity under your account and for keeping credentials confidential, except where the activity results from a security failure on our side.

4.2 Customer Content. You own your Customer Content. You grant us a worldwide, royalty-free licence, for the term of this Agreement and the export period in clause 17, to host, store, reproduce, resize, display, transmit and back up it in order to provide the Services. You warrant that you hold all rights needed (including in stock photos, third-party brands and AI-generated images) and that it is accurate and lawful.

4.3 You are the seller. You are the seller of the food and other products ordered through the Services and solely responsible for prices (which must include VAT), product descriptions, allergen and food information required by law (including Regulation (EU) 1169/2011), age-restricted products and their licences, preparation, delivery, quality and food safety, and compliance with consumer law (including the Consumer Rights Act 2022) towards End Customers. We are a technology provider and not a party to any sale.

4.4 Information on your site and app. Your ordering site and app must show your legal name, registration number, address and contact details, your refund and cancellation policy, allergen information and, if Tips are enabled, the notice required by clause 9. We provide fields and templates; you are responsible for the content.

4.5 Marketing to End Customers. You may send marketing messages through the Services only to End Customers who have validly consented (or where the law allows messages to existing customers about similar products), with an easy opt-out in every message. You are responsible for compliance with ePrivacy rules (in Ireland, S.I. No. 336/2011).

4.6 No surcharges, no “service charge”. You must not add a charge that depends on the payment method (such as a “card fee”) and must not label any charge as a “service charge” (clause 9). Any delivery, small-order or other charge you configure is shown to the End Customer before payment, forms part of the order amount and is paid to you. We never add a charge to an End Customer’s order that you have not configured.

4.7 Acceptable use. You must not use the Services for anything unlawful, for any business on Stripe’s Restricted Businesses list (https://stripe.com/en-ie/legal/restricted-businesses), to sell to End Customers outside the country of your establishment without our written agreement, or to circumvent strong customer authentication or any security measure. If we receive a credible notice that Customer Content is unlawful or infringing, we may disable it; we will give you the reason and a chance to respond, before acting unless the law or the risk requires otherwise.

5. Fees, invoicing and payment

5.1 Fees. You will pay the Fees in Annex B. No other fee is payable unless it is listed there or you activate an add-on whose price is shown before activation.

5.2 Subscription Fee. Invoiced in advance for each billing period (monthly or annually, as selected), payable within 14 days by card or SEPA direct debit. Any setup fee is invoiced at acceptance. Prepaid Subscription Fees are not refundable except as stated in clauses 14, 16, 21 and 22.

5.3 Transaction Fee. Charged on each Online Card Payment processed through the Services and deducted at source before the Payout. It applies only to payments taken through the Services; sales you make outside the Services bear no Transaction Fee. Each order in your Dashboard shows the gross amount, any Tip, the Transaction Fee and the net amount paid out. Each month we send you a statement listing every Transaction Fee and deduction, with an invoice marked as paid by deduction.

5.4 Disputes. You may dispute any Fee within 30 days of the statement or invoice date; manifest errors are corrected at any time.

5.5 Late payment. Statutory interest and compensation apply to overdue undisputed amounts under S.I. No. 580/2012 (European Communities (Late Payment in Commercial Transactions) Regulations 2012). We do not charge a fee for failed payments.

5.6 Set-off of overdue Fees. After 7 days’ notice, we may deduct from your Payouts, through Stripe, any undisputed invoiced amount that is more than 14 days overdue. Clause 8 governs refunds, chargebacks and related amounts.

5.7 Add-ons. Billed monthly, cancellable at any time from the next billing date, and not part of the minimum commitment.

6. VAT and taxes

6.1 Reverse charge. All Fees exclude VAT. OrdFox is established in Estonia. For a business customer established in another EU Member State, the place of supply is the customer’s country and the customer accounts for VAT under the reverse-charge mechanism (Articles 44 and 196 of Council Directive 2006/112/EC). Our invoices state “Reverse charge” and your VAT number, without Estonian VAT.

6.2 Your VAT number. You must give us your VAT number at onboarding and keep it current; we verify it on VIES and keep the result with your acceptance record. If you are not VAT-registered, you confirm that you receive the Services for business purposes and acknowledge that, under Irish law, a business receiving services from abroad may have to register for VAT and self-account for it whatever its turnover; this is your responsibility. If you do not provide a valid VAT number or acceptable proof of business status within 30 days of our request, we may charge VAT at the applicable rate [ADV-tax].

6.3 Nature of the Transaction Fee. The Transaction Fee pays for a taxable platform service (order capture, routing, kitchen and dispatch tools, reconciliation) that includes the cost of card processing; it is not a VAT-exempt payment service [ADV-tax].

6.4 Your taxes. VAT and other taxes on your sales are your responsibility. You will reimburse us for any VAT, interest or penalties we incur because information you gave us was incorrect.

7. Online payments (Stripe)

7.1 Payment processing provided by Stripe. Payment processing services for restaurants on OrdFox are provided by Stripe and are subject to the Stripe Connected Account Agreement (https://stripe.com/connect-account/legal/full), which includes the Stripe Terms of Service (https://stripe.com/legal/ssa) (collectively, the “Stripe Services Agreement”). By agreeing to these Terms or continuing to operate as a restaurant on OrdFox, you agree to be bound by the Stripe Services Agreement, as the same might be modified by Stripe from time to time. As a condition of OrdFox enabling payment processing services through Stripe, you agree to provide OrdFox accurate and complete information about you and your business, and you authorise OrdFox to share it and transaction information related to your use of the payment processing services provided by Stripe.

7.2 Acquirer disclosure and privacy. Payment Method Acquirer is Stripe Technology Europe, Ltd. (https://stripe.com/legal/acquirer-disclosure). When you provide personal data in connection with your OrdFox account, Stripe receives that personal data and processes it in accordance with Stripe’s Privacy Policy (https://stripe.com/privacy).

7.3 Who holds the money. Your sales proceeds are collected and held by Stripe, a regulated electronic-money institution, in a connected account in your name, and paid by Stripe to your bank account. OrdFox never receives End Customers’ funds into its own bank account.

7.4 What we do on your connected account. You authorise us, as your platform, to open and manage the connected account; submit your identity, business and bank details to Stripe; create, authorise, capture, cancel and refund payments; reverse transfers; deduct our Fees; set your statement descriptor and payout schedule; respond to disputes with the evidence you provide; pause payments or Payouts and hold reserves under clause 8; and view your account data, balances and payout history. You will not have a Stripe dashboard or direct Stripe support; all support is provided by OrdFox. Stripe may still contact you directly where its rules require it.

7.5 Merchant of record. You are the merchant of record for every order: your trading name and contact details appear on End Customers’ card statements, and you are responsible for VAT and consumer-law obligations on your sales.

7.6 Verification. You must complete identity and business verification before accepting payments, provide any further information Stripe or we request within the deadline we give you, and keep it current. Tell us within 5 Business Days of any change of directors, beneficial owners, legal name, registration, bank account or control, or of any insolvency event. Until verification is complete, Stripe may pause payments or Payouts.

7.7 Authorisation and capture. An End Customer’s card is authorised when the order is placed and captured only when you accept the order. Orders you cancel, or do not accept before the authorisation expires (normally 7 days), are not captured and bear no Transaction Fee.

7.8 Payouts. Stripe pays out to the bank account registered in your legal name on the schedule shown in your Dashboard. Timing is set by Stripe and depends on card networks, banks and risk checks (a new account’s first Payout typically takes 7–14 days). We do not guarantee Payout timing. Your bank statement may show “STRIPE” as the payer.

7.9 Other rules. We keep strong customer authentication (3-D Secure) active as the law requires and you may not ask us to disable it. The payment facility we provide, and your connected account, are for orders placed through the Services only: you may not use them to take payment for in-store, telephone, third-party-marketplace or any other sales made outside the Services, and Online Card Payments for orders placed through the Services must use that facility. We will notify you promptly when Stripe tells us it has modified the Stripe Connected Account Agreement; continued use after notice is acceptance. A change of ownership or of your verified tax identification number requires fresh acceptance.

8. Refunds, chargebacks, reversals and reserves

8.1 Refunds. You issue refunds through the Dashboard. We refund an End Customer on your behalf only if you instruct us, if the law or card-scheme rules require it, or if an order is cancelled before capture, and we tell you why. On a full refund the Transaction Fee for that order is returned to you; on a partial refund it is returned in proportion to the amount refunded.

8.2 Chargebacks. Because you are the seller, you bear the amount of any chargeback or payment dispute raised against an order and the dispute fee charged by Stripe (currently €20 per dispute received and €20 per dispute contested, the latter returned if you win). We notify you of each dispute in the Dashboard and by email with the evidence deadline, and you submit evidence through the Dashboard; if you do not respond in time we may accept the dispute. The Transaction Fee on an order lost to a chargeback is returned to you.

8.3 Recovery. You authorise us to recover any amount you owe under this Agreement (including refunds, chargebacks, dispute fees, fines assessed by card schemes or authorities, negative balances, overdue Fees and any invoiced Early Termination Fee) by, in this order where practicable: (a) reversing the transfer for the related order; (b) deducting from your current or future balance or Payouts; (c) debiting your Stripe balance; (d) debiting the bank account registered on your connected account, through Stripe; (e) setting off against any amount we owe you; or (f) invoicing you, payable within 7 days. Every deduction appears on your statement.

8.4 Negative balance. If your connected-account balance becomes negative, Payouts are suspended until it is positive again, and the amount may be debited from your registered bank account.

8.5 Reserves. We may hold back a reserve (a percentage of each Online Card Payment or a fixed amount) or delay Payouts only where: (a) your dispute rate exceeds 0.75% of Online Card Payments in any rolling 30-day period; (b) there is an unusual pattern of volume, refunds or disputes, or we reasonably suspect fraud; (c) you cease trading, materially change your business or become insolvent; or (d) Stripe, a card scheme or the law requires it. We give you notice stating the reason, the amount or percentage held and its expected duration, and we release the reserve when the risk has passed and in any case within 180 days of the last relevant transaction. Reserved funds remain yours and bear no interest. We will not hold Payouts because of a commercial disagreement between us.

8.6 Fines. You will reimburse any fine or assessment imposed by a card scheme, bank or authority because of your transactions or your breach of this Agreement.

9. Tips

9.1 Passed on in full. If you enable Tips, they are collected on your behalf, excluded from the base of the Transaction Fee and transferred to you in full, shown as a separate line on receipts, in the Dashboard and on your statements.

9.2 Your obligations as employer. You are solely responsible for distributing Tips to staff fairly and in full, for written statements to staff, for consulting staff on your policy and for displaying a tips-and-gratuities notice on your site and app, as required by the Payment of Wages (Amendment) (Tips and Gratuities) Act 2022 or any equivalent law. We provide a field for the notice and reports of total Tips per period.

9.3 No “service charge”. The Services do not label any charge as a “service charge”. You must not configure a charge with that name, or presented as going to staff, unless you treat it as a tip under the law. You bear the consequences of any such labelling.

10. Service levels and support

10.1 Availability. We provide the Services with reasonable skill and care and use reasonable efforts to keep them available at all times. We do not guarantee uninterrupted availability or any uptime percentage. The Services depend on third parties (including Stripe, Apple, Google, hosting and telecoms providers) whose failures are outside our control.

10.2 Maintenance. Where practicable, maintenance takes place outside peak ordering hours with at least 48 hours’ notice in the Dashboard when it is expected to affect ordering. Urgent security fixes may be applied without notice.

10.3 Support. By email and chat in English and Portuguese on Business Days, during the hours published in the Dashboard, with priority for issues that stop orders or payments. We do not promise 24/7 support or a guaranteed resolution time.

11. Data protection

11.1 Roles. For personal data of End Customers and of your staff processed through the Services, you are the controller and we are your processor; Annex A applies. For the account data of your users and your billing data, we are the controller and our Privacy Notice at www.ordfox.com applies.

11.2 Marketing consents. Consent collected at checkout is collected in your name, stored by us as evidence for you and used only to send messages on your behalf. You are the sender and responsible for their lawfulness.

11.3 No secondary use. We do not use End Customer data for our own marketing, share it with other restaurants or sell it. We may create anonymised, aggregated statistics that identify neither you nor any individual.

12. Confidentiality

Each party will keep the other’s confidential information (including Fees, sales volumes and customer lists) confidential, use it only for this Agreement and disclose it only to staff, advisers, Stripe and sub-processors bound by confidentiality, to a prospective acquirer under a confidentiality agreement, or where required by law, for 3 years after termination (for personal data, as long as it is held).

13. Term, renewal and non-renewal

13.1 Initial Term. This Agreement starts on the date of acceptance (the date shown in your acceptance certificate) and lasts 12 months.

13.2 Automatic renewal. It then renews automatically for successive 12-month Renewal Terms unless either party gives the other written notice of non-renewal at least 3 months before the end of the current term.

13.3 Reminders. We send you a reminder by email, and show it in your Dashboard, at least 60 days and again at least 30 days before the last day on which you can give notice of non-renewal, stating the renewal date, the notice deadline and your then-current Fee Schedule. If we fail to send both reminders, the Agreement renews month to month instead, terminable by you on 30 days’ notice.

13.4 How to give notice. By email to our notice address (clause 24) or through the “Do not renew” option in your Dashboard. We confirm receipt within 2 Business Days; if you receive no confirmation, resend.

14. Changes to Fees and to these Terms

14.1 Notice. We may change the Fees or these Terms by at least 30 days’ notice by email and in your Dashboard, stating the change, the old and new values and the effective date.

14.2 Acceptance. Continued use of the Services after the effective date is acceptance. For material changes we may also ask you to confirm in the Dashboard.

14.3 Right to leave without Early Termination Fee. You may terminate this Agreement without any Early Termination Fee by notice within 30 days of our notice if the change (a) increases your Subscription Fee or Transaction Fee by more than 10%, alone or together with other increases in the previous 12 months, or (b) materially reduces your rights or increases your obligations. The previous Fees and Terms apply until your termination takes effect, on a date you choose up to 60 days after your notice. Prepaid Subscription Fees for the period after termination are refunded.

14.4 Changes we cannot delay. Changes required by law, by Stripe or card schemes, by Apple or Google, or to address security or abuse may take effect on shorter notice; we will explain why, and clause 14.3 still applies.

14.5 Third-party costs. If a card scheme, bank or payment provider changes the cost of card processing, we may pass the change through at cost on 30 days’ notice; it counts towards the 10% threshold.

14.6 Order Summary. Changes to the Order Summary require both parties’ written agreement.

15. Suspension

15.1 Grounds. We may suspend all or part of the Services (including the payment facility) only if: (a) an undisputed amount remains unpaid 14 days after we send a payment reminder; (b) we reasonably believe the Services are being used fraudulently or unlawfully; (c) a court, regulator or law requires it, or continuing would expose us to legal liability; (d) Stripe or a card scheme requires it; (e) your use threatens the security or integrity of the Services or other customers, or you repeatedly breach clause 4; or (f) verification information requested under clause 7.6 is overdue.

15.2 Notice and reasons. Except in urgent cases (fraud, security, a legal order, a Stripe requirement or imminent harm), we give at least 15 days’ notice before suspending, stating the reasons and what you must do to avoid it. In urgent cases we may suspend immediately and give reasons at the time or without undue delay.

15.3 Scope and reinstatement. Suspension is limited to what is necessary (for example, pausing payments without taking down your site). We reinstate promptly once the reason is resolved. Subscription Fees continue to accrue during a suspension caused by your breach.

15.4 Complaints. You may complain about a suspension, content removal or any other decision under this Agreement through the complaints channel in your Dashboard. We acknowledge within 5 Business Days and answer with reasons within 15 Business Days, free of charge. This does not limit your right to go to court.

16. Termination

16.1 For cause. Either party may terminate by written notice if the other (a) materially breaches this Agreement and does not remedy it within 30 days of a written notice (14 days for non-payment), or (b) becomes insolvent, enters liquidation, examinership or a similar process, or ceases trading. We may also terminate immediately if you use the Services for a restricted business or fraud, or if Stripe permanently closes your connected account because of your conduct.

16.2 By us for convenience. We may terminate on 90 days’ written notice; we then refund prepaid Subscription Fees for the period after termination, no Early Termination Fee applies, and we assist you with export under clause 17.

16.3 Early termination by you. You may terminate before the end of the current term by written notice. You will then pay an Early Termination Fee equal to 80% of the Subscription Fees that would otherwise have been payable for the rest of the current term, capped at 6 months’ Subscription Fees. Transaction Fees, add-on fees and card processing are not included. The 20% reduction reflects accelerated receipt and the costs we save. If you have prepaid, we refund the prepaid Subscription Fees for the period after termination less the Early Termination Fee. We send an invoice showing the calculation, payable within 14 days, after which clause 8.3 applies.

16.4 Termination by us for your breach. If we terminate under clause 16.1 for your unremedied material breach or non-payment, the Early Termination Fee is also payable.

16.5 No Early Termination Fee is payable if you terminate under clause 14.3 (fee increase above 10% or material adverse change) or under clause 16.1 for our material breach, or if we terminate under clause 16.2.

17. Effects of termination and exit

17.1 Access and amounts due. Your access ends on the termination date, except as stated below. Fees accrued to that date remain payable.

17.2 Data export. During the term and for 30 days after termination, you may export your menu, order history, customer list (with each End Customer’s marketing-consent status) and loyalty balances in CSV or JSON from the Dashboard, or request them from us; we provide any requested export within 30 days of your request.

17.3 Deletion. We delete your data 90 days after termination, except data we must keep by law, the acceptance record (clause 1.4) and data needed for Stripe’s dispute windows (Annex A).

17.4 Payouts. Your remaining positive balance is paid out by Stripe on the normal schedule, after deduction of amounts you owe and of a reserve for pending disputes, which may be held for up to 120 days after your last transaction. You may keep or close your Stripe account independently of OrdFox.

17.5 Domains, apps and listings remain yours (clause 18). Within 14 days of termination we transfer or confirm your sole administrative access and remove ours.

17.6 Survival. Clauses 1.4, 5, 6, 8, 9.2, 11, 12, 17, 20, 21, 25 and 26 and Annex A survive termination.

18. Mobile apps and domains

18.1 Apps. Your branded iOS app is published under your own Apple Developer Program account, held in your name and paid for by you (and any future Android version under your own Google Play account). You invite us as an administrator so that we can build, submit and update the app; we do not publish it under our account. The app listing, name, reviews and installed base are yours. Apple’s and Google’s review, rejection and removal decisions are outside our control; we use reasonable efforts to resolve them. On termination, the licence to our software in the app ends and you must remove the app from sale, or replace it with a build that does not contain our software, within 30 days; the listing remains yours.

18.2 Domains and listings. Domain names are registered in your name; if we register or manage one for you, we do so as your agent and you may transfer it at any time. If we manage your Google Business Profile or other listings, ownership stays with you.

19. Warranties and disclaimers

19.1 Ours. We will provide the Services with reasonable skill and care and in compliance with applicable law. Except as expressly stated, the Services are provided “as is”: to the extent permitted by law, all other warranties and terms, express or implied, including those implied by section 39 of the Sale of Goods and Supply of Services Act 1980, are excluded. We do not guarantee any level of sales, ranking or business result, or the performance of third-party services.

19.2 Yours. The information you give us is accurate and complete; you hold the licences and permits your business requires; and you will comply with the law in using the Services.

20. Liability

20.1 No limit. Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for any liability that cannot lawfully be limited, or your obligation to pay the Fees and the amounts in clause 8.

20.2 Excluded losses. Neither party is liable to the other for loss of profit, revenue, business, goodwill or anticipated savings, or for indirect or consequential loss.

20.3 Cap. Subject to clause 20.1, each party’s total liability arising out of or in connection with this Agreement, in contract, tort (including negligence) or otherwise, is limited to the total Fees paid by you to us in the 12 months before the event giving rise to the claim. The cap does not apply to the indemnities in clause 21.

21. Indemnities

21.1 By you. You will defend and indemnify us against third-party claims, fines and resulting losses arising from: the food and products you sell; your menu, prices and allergen information; Customer Content; your dealings with End Customers, including consumer disputes; your taxes; Tips and your obligations as employer; chargebacks and fines under clause 8; your breach of clauses 4, 7 or 9; and any inaccurate statement about your authority, registration or VAT status.

21.2 By us. We will defend and indemnify you against third-party claims that the Services, as provided by us and used in accordance with this Agreement, infringe that party’s intellectual property rights (excluding Customer Content and modifications not made by us). We may instead procure your right to continue, modify the Services to avoid infringement, or terminate the affected Services and refund prepaid Fees for the unused period.

21.3 Procedure. The indemnified party must notify the other promptly, let it control the defence and settlement, and cooperate reasonably.

22. Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control (natural disasters, epidemics, war, government action, strikes other than of its own staff, failures of utilities or telecoms networks, large-scale cyber-attacks). A supplier’s failure counts only if itself so caused and no reasonable alternative existed. The affected party must notify the other and mitigate. If the event lasts more than 60 consecutive days, either party may terminate without liability and prepaid Fees for the unused period are refunded.

23. Assignment and change of control

We may assign this Agreement to an affiliate or a successor of our business on notice to you. You may assign it to a buyer of your restaurant business with our written consent, not to be unreasonably withheld. You must tell us of any change of control (clause 7.9 applies).

24. Notices

Notices are given by email: to you, at the notice address in your Dashboard (keep it current); to us, at the notice address in the Order Summary. We may also show notices in your Dashboard. Notices about renewal, changes to Fees or Terms, suspension and termination are always sent by email and are deemed received on the next Business Day after sending, unless we receive a delivery failure.

25. Governing law and jurisdiction

25.1 Law. This Agreement and any non-contractual obligations arising from it are governed by the laws of Ireland.

25.2 Courts. The courts of Ireland have exclusive jurisdiction over any claim you bring against us. We may bring proceedings against you in the courts of Ireland or of the country in which you are established or have assets.

25.3 Talk first. Before starting proceedings, each party will try in good faith to resolve the dispute by discussion between senior representatives within 30 days of a written request; the parties may agree to mediation. Neither party is obliged to arbitrate.

26. General

26.1 Entire agreement. This Agreement is the entire agreement between us on its subject matter and supersedes prior proposals and discussions. A commitment by our sales team binds us only if written in the “Commitments” section of the Order Summary. Neither party relies on any other statement; nothing excludes liability for fraud.

26.2 Other terms. If any provision is unenforceable, the rest remains in force. A delay in enforcing a right is not a waiver. We are independent contractors; nothing creates a partnership, agency or employment. Apart from Stripe under clause 7, no third party may enforce this Agreement. This Agreement, its Annexes and any notice under it are validly made in electronic form.

Annex A — Data Processing Agreement (Article 28 GDPR)

A.1 Roles. This Annex covers personal data we process on your behalf in providing the Services (“Customer Personal Data”). You are the controller; we are the processor. It is part of the Agreement and is accepted by the same electronic acceptance, with its own tick-box.

A.2 Details of processing. Subject matter: operation of your ordering site, app, order management, dispatch, messaging and loyalty tools. Duration: the term plus the retention periods in A.9. Nature and purpose: hosting, storage, transmission, display, messaging, reporting and backup on your instructions. Data subjects: End Customers; your staff and other Dashboard users; your drivers. Data: identification and contact details; delivery addresses; order history and preferences; marketing-consent status; loyalty balances; payment references (last four card digits and token — card numbers are handled by Stripe); staff roles and activity logs; drivers’ real-time location during a shift (you must inform your drivers). Allergen notes entered by End Customers are processed only to fulfil the order.

A.3 Instructions. We process Customer Personal Data only on your documented instructions (the Agreement, your Dashboard configuration and any further written instructions), unless EU or Member State law requires otherwise, in which case we tell you first unless the law forbids it. We will tell you if we think an instruction infringes data-protection law.

A.4 Confidentiality and security. Persons authorised to process Customer Personal Data are bound by confidentiality. We implement appropriate measures under Article 32 GDPR, including encryption in transit and at rest, role-based access with multi-factor authentication, logical separation of each customer’s data, daily backups held in the EU, logging and monitoring, vulnerability management and staff training; we may update them provided the level of protection does not fall.

A.5 Sub-processors. You give general written authorisation for the sub-processors below. We tell you at least 30 days before adding or replacing one; you may object on reasonable data-protection grounds within that period and, if we cannot resolve the objection, terminate the affected Services or the Agreement without Early Termination Fee. We impose equivalent obligations on each sub-processor and remain responsible for its performance.

Apple and Google (app stores, push notifications) are independent controllers, not sub-processors.

A.6 International transfers. We transfer Customer Personal Data outside the EEA only to the sub-processors above, under an adequacy decision (including the EU-US Data Privacy Framework for certified recipients and the UK adequacy decision) or the Standard Contractual Clauses (Decision (EU) 2021/914), with a transfer impact assessment available on request.

A.7 Assistance. Taking into account the nature of the processing, we assist you with data-subject requests (we forward any request we receive within 5 Business Days and provide tools to answer it), with security, breach notification and data-protection impact assessments, and with consultations with supervisory authorities, free of charge where the request concerns data processed through the Services; for unusual or repeated requests we may charge a reasonable fee agreed in advance.

A.8 Breaches. We notify you without undue delay, and in any case within 48 hours of becoming aware of a personal data breach affecting Customer Personal Data, with the information you need for your own notifications under Articles 33 and 34 GDPR, and we cooperate in the response.

A.9 Return and deletion. You can export Customer Personal Data during the term and for 30 days after termination (clause 17.2). We delete it 90 days after termination and backups expire within a further 90 days, unless EU or Member State law requires retention (for example, order records kept for tax purposes). Stripe retains payment data under its own obligations.

A.10 Audit. We make available the information needed to demonstrate compliance with Article 28 GDPR, including summaries of security measures and third-party audit reports where available. You, or an independent auditor bound by confidentiality, may audit our compliance once a year or after a breach, on 30 days’ notice, during business hours and without disrupting the Services, at your cost.

A.11 Marketing and ePrivacy. Marketing messages sent through the Services are sent in your name on the basis of consent collected at checkout (unticked by default, naming you as the sender) or another lawful basis you rely on. We store the consent record for you and enforce opt-out links and suppression lists. You remain responsible for the lawfulness of each campaign.

A.12 Our own processing and liability. We are an independent controller for your users’ account data, billing data, the acceptance record and anonymised aggregated statistics, as described in our Privacy Notice. Our lead supervisory authority is the Estonian Data Protection Inspectorate; the Data Protection Commission supervises Irish controllers. Liability under this Annex is subject to clause 20 of the Terms, without prejudice to Article 82 GDPR.

Annex B — Fee Schedule

B.1 Your plan. Plan as stated in your Order Summary; Subscription Fee the amount stated in your Order Summary per month, billed monthly or annually, as selected in advance; setup fee as stated in your Order Summary (may be nil). All amounts exclude VAT (clause 6).

B.2 Transaction Fee. For each Online Card Payment we charge the percentage of the total amount charged to the End Customer’s card plus fixed amount (in the currency stated in your Order Summary). The fee base is the total charged to the card for the order (items, delivery fee and any charge you have configured, including the VAT on them), excluding any Tip. The same single rate applies to all cards, including corporate and non-EEA cards, and to card-based wallets. The Transaction Fee includes card processing: we pay Stripe’s fees and you are not charged processing, gateway or scheme fees separately. It is deducted automatically from each payment before Payout and shown per order in your Dashboard and on your monthly statement. It applies only to payments processed through the payment facility of the Services, which is provided solely for orders taken through the Services (clause 7.9).

B.3 Worked example. A worked example at your Transaction Fee is shown in your Dashboard for every order (gross amount, Transaction Fee and net amount paid out).

B.4 No Transaction Fee on orders paid in cash, in store or by any method outside the Services’ payment facility, or on orders cancelled or not accepted before capture. Tips are excluded from the fee base and passed on in full (clause 9).

B.5 Refunds and chargebacks. Full refund: Transaction Fee returned to you. Partial refund: returned in the same proportion as the refunded amount bears to the original payment. Chargeback: you bear the disputed amount and Stripe’s dispute fee (currently €20 per dispute received and €20 per dispute contested, the latter returned if you win); the Transaction Fee on that order is returned to you (clause 8).

B.6 Invoicing, payouts and add-ons. Subscription Fee invoiced in advance, payable within 14 days by card or SEPA direct debit; Transaction Fees deducted at source and listed on a monthly statement with an invoice marked as paid by deduction; 30 days to dispute (clause 5). Payouts are made by Stripe on the schedule in your Dashboard and their timing is not guaranteed by OrdFox (clause 7.8). Add-ons are shown with their price before activation, billed monthly and cancellable from the next billing date. Not included: Apple Developer Program and Google Play fees, domain registration, SMS above any included allowance, and your own devices and connectivity.

B.7 Term, exit and changes. 12-month Initial Term from acceptance; automatic 12-month renewals; 3 months’ written notice of non-renewal; reminders 60 and 30 days before the notice deadline (clause 13). Early Termination Fee: 80% of the Subscription Fees for the rest of the current term, capped at 6 months, no Transaction Fee component, not payable in the cases in clause 16.5. Fee changes: 30 days’ notice; exit without Early Termination Fee if an increase exceeds 10% or a change is materially adverse (clause 14).