Terms and conditions

This Customer Agreement (the “Agreement”) outlines the terms and conditions (the “Terms”) by which iHybrid Limited (“we”, “our”, “Grafterr” or the “Company”) provides access to the Grafterr GO! Mobile Application and/or Hardware Services which you (“you”, “your”, the “User” or the “Customer”) purchase and/or subscribe to. Each entity is a “Party” and collectively the “Parties” to this Agreement.

Grafterr GO! is a mobile application that enables Users to collect payments from their customers via card terminals or mobile devices with NFC functionality. Please read these Terms and Conditions carefully before using the Grafterr GO! Mobile Application (the “App”) and/or Hardware provided by iHybrid Limited.

1. Terms of Use

1.1. By using any company services, you agree to be bound by these Terms. If you do not agree to any of these Terms, do not use the Company's services.

1.2. These terms and conditions apply to all users who receive access to the Grafterr GO! Mobile Application and/or Hardware services provided by Grafterr, irrespective of whether the users pay a subscription fee or not. Any other terms, conditions, or representations (other than those made fraudulently or implied by statute) are excluded.

1.3. We reserve the right to amend, modify, alter, or update the terms of this Agreement at any time. We shall endeavour to notify users of such changes via email or through our Mobile Application. If you continue to use the Company's services, your use will be governed by the updated terms.

1.4. These Terms do not create an agency, partnership, joint venture, or employment relationship, and the User has no authority to bind the Company in any manner.

1.5. All rights granted under these Terms are for business purposes only. No part of the Software may be used for any other purposes, including but not limited to, research, study, competitor analysis, or other activity prohibited by this Agreement.

1.6. By agreeing to the terms and conditions herein, the User warrants that they are not, and will not be deemed, a ‘consumer’ as defined in The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Therefore, no consumer statutory rights apply to this Agreement.

These terms were last updated on 18th June 2024..

2. Definitions and Interpretations

2.1. iHybrid Limited is a software development company, not a website development consultancy firm. As a SaaS company (“SaaS” stands for Software as a Service), we host applications on our servers and make them available to customers over the internet. We do not offer website development and/or custom application development services.

2.2. “Grafterr Services” refers to any App Software and any Hardware services provided by the Company (each a “Service” and collectively the “Services”).

2.3. “Consumer” and/or “End User” refers to the User's client who is making a purchase from the User via our Platform.

2.4. “Business Day” means any day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business. “Business Hours” refers to the hours between 9am and 5pm on a Business Day.

2.5. “Platform” refers to the technology (hardware and software) provided by Grafterr as a SaaS company to facilitate payment processing. The products and services that we provide through our Platform, regardless of whether fees are charged, are also referred to as “Platform Services”.

2.6. “App Subscription Fee” is the minimum monthly or annual fee, if any, paid by the User to Grafterr for access to our App.

2.7. “Payment Service Providers” connect the User (the User may also be referred to as a “Merchant” with relation to any/all payment processing) to their consumers, card brand networks and financial institutions to deliver a seamless payment experience by processing payments quickly and efficiently. Payment Service Providers may provide both a merchant account and a payment gateway. A “Merchant Account” is a type of business bank account that allows a business to accept and process electronic payment card transactions. A “Payment Gateway” is a technology used by merchants to accept debit or credit card purchases from customers. The term includes both the physical card-reading devices found in brick-and-mortar retail stores and the payment processing portals found in online stores. Grafterr may charge the User “Merchant Fees” for any/all payment processing services they provide to the User to accept payments from End Users.

2.8. Users who have integrated Grafterr payments powered by Stripe as their Payment Service Provider are referred to as “Connected Accounts”. The User is required to agree to the terms and conditions of a Stripe Connected Account Agreement to create a Connected Account.

2.9. “NFC Payments” refers to payments using Near Field Communication (NFC) technology, enabling users to make quick and secure transactions with devices/payment cards in close proximity.

2.10. “Personal Data” means any information relating to an identified or identifiable natural person (“Data Subject”); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

2.11. “Confidential Information” shall encompass certain information and materials, either marked “confidential” or “proprietary” or that a reasonable business person would expect to be confidential or proprietary, including but not limited to, information relating to a disclosing party’s or its Group’s business, operations and products, trade secrets, methodologies, potential products, services, processes, customers, business relationships, marketing materials, strategic plans, ideas, research data, development, costs, technologies, financial information and pricing information.

2.12. “Virus” refers to any device or thing (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 rearranging, 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.

2.13. Section headings shall not affect the interpretation of these Terms.

2.14. Unless the context otherwise requires, words in the singular shall include the plural, and in the plural shall include the singular.

3. Account Information

3.1. You must be at least 18 years old to download and/or purchase a subscription to access and use our App.

3.2. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. Additionally, the description of your business must align with the actual business activities carried out using our Services.

3.3. Any significant updates to the User’s personal account information, governed by the Data Protection Act 2018, shall be requested in writing to info@grafterr.com , accompanied by a valid reason for the requested changes. Grafterr, in its sole discretion and where deemed necessary, reserves the right to request proof for any changes regarding personal data.

3.4. We reserve the right to suspend or terminate your account and your access to our Services if any information provided during the registration process or thereafter proves to be inaccurate, not current, or incomplete.

3.5. Upon termination, the Company shall permanently delete (or restrict the processing of) the User’s account and all associated data. The Company shall not be held responsible for the User’s account data after termination.

4. Data Protection and Security

4.1. The Company endeavors to use reasonable security measures to keep the User’s personal data highly confidential and protect the User against unauthorized access to their account, account information, and any data which may be stored by the App. However, the Company cannot guarantee absolute security of a user’s account, account information and/or data, nor can we promise that the security measures will prevent third-party “attackers” from illegally accessing the Services or their content. The User acknowledges that their submission of any information on or through the Services is at the User’s own risk and the User accepts all risks of unauthorized access to the Services, account information and any other information provided to the Company or through the Software.

4.2. For the avoidance of confusion, the User shall typically function as the "Data Controller" for any personal data they supply to Grafterr to perform our services. While the data controller will determine the motives and means of processing personal data, the data processor will process the data on behalf of the data controller. Therefore, Grafterr is a "Data Processor" that processes personal data on behalf of the Data Controller while they are using the Grafterr services. Any such data controlled by the User shall be governed by the Data Protection Act 2018. Grafterr shall not be held liable for any breach in data protection legislation by the User.

4.3. Grafterr, in its capacity of Data Processor, can only process data currently stored on the App. Any data permanently modified or deleted from the App or the User’s personal account, cannot be retrieved and Grafterr carries no responsibilities with relation to any such previous data.

4.4. Data controllers will hold the responsibility for the implementation of relevant technical and organizational measures to substantiate and demonstrate that their data is processed in compliance with the Data Protection Act 2018. All obligations regarding concepts such as lawfulness, transparency and fairness, data minimization, purpose limitation, and preciseness, as well as fulfilling data subject requests, lie with the Data Controller.

4.5. Grafterr does not have any kind of authority over the data protection notices, policies, and terms and conditions of the User. Therefore, the User will indemnify and keep Grafterr and its affiliates forfeited against all losses, costs, and liabilities and all expenses incurred, including reasonable legal or other professional expenses, arising out of or in connection with any claim regarding:

4.5.1. A breach of the Data Protection Act 2018, or

4.5.2. Any whatsoever liability emerging in respect of the cookies, or

4.5.3. The capture of Personal Data through the User’s website(s), or

4.5.4. The agreement of data subjects for dispersing any Personal Data outside of the European Economic Area by Grafterr.

4.5.5. Any liability under this subsection will not be subject to any limitation of liability or exclusions of liability under the Agreement.

4.6. Grafterr shall inform the Data Controller without any undue delay or within seven (7) days upon Grafterr or any sub-processor observing a breach impacting personal data. At this point in time Grafterr will provide the Customer with all adequate information required to meet any obligation so as to inform the concerned data protection authority or to inform the victim under applicable Data Protection laws.

4.7. Grafterr shall cooperate to guide the User with all subject access requests that may be obtained from the end-customer within an appropriate time limit (at the User’s cost), nonetheless, Grafterr shall ensure that adequate technical and organizational measures are in place, so that the User can meet their obligations to those requesting access to their personal data held by Grafterr. The Company’s assistance with regards to subject access requests is limited to any data currently stored by the User on the App. Grafterr will not be able to retrieve any old data previously modified or deleted from the App.

4.8. The User hereby consents that Grafterr may engage any of its subcontractors as sub-processors without the requirement of further consent. Therefore, the subcontractors are considered as approved under this clause. The User may request a full list of current sub-processors at any time.

4.9. The Company shall not be held liable for any losses arising out of the unauthorized use of a User’s account and the User agrees to defend, indemnify and hold the Company harmless, including the officers, directors, shareholders, employees, distributors, agents, partners, licensors, information providers and account providers, as applicable, from and against any improper, unauthorized or illegal uses of the User’s account.

4.10. The User’s login credentials may only be used by the User. Sharing a login with other people is not permitted. An organization may create separate logins for as many individual users as it wishes. Each user is responsible for maintaining the security of their account login and passwords. Each user agrees that they will not disclose their password to any third party and that they will take sole responsibility for any activities or actions under the User’s account, whether or not you have authorized such activities or actions.

4.11. The user agrees to immediately notify the Company of any unauthorized use of their account, or any other breach of security at info@grafterr.com.

4.12. Right to Erasure or Restriction of Processing: Section 47 of the Data Protection Act 2018. The User reserves the right to request an erasure of all their personal data from the Grafterr user account records, should the User wish to do so once this agreement is terminated. Any such Right to Erasure request must be communicated to Grafterr in writing to info@grafterr.com. In cases where personal data must be maintained for the purposes of evidence, Grafterr shall (instead of erasing the personal data) restrict its processing. In addition, as a Data Controller, it is the User’s responsibility to comply with any Right to Erasure requests received by the User from any of their customers regarding data stored on the App. Grafterr, as a Data Processor, carries no responsibility with regards to any Right to Erasure requests received by the User from any of their customers.

4.13. In addition to the terms of this Agreement, and Section 4 in particular, the User should read and understand the terms of the Company’s Privacy Policy and Cookie Policy for further information on how Grafterr collects and processes personal information. By using our services, the User automatically agrees to the Company’s Privacy Policy and Cookie Policy.

5. Grafterr Hardware

5.1. The User may purchase hardware from Grafterr with or without a valid Software licence subscription. If the User purchases the Company’s hardware for use with different software, Grafterr does not guarantee compatibility with the User’s software. The Company disclaims any responsibility for ensuring the User’s software compatibility to our hardware.

5.2. It is the User’s responsibility to conduct thorough research to determine whether any hardware purchased from Grafterr shall meet their requirements and expectations. All hardware descriptions and some video demonstrations are available online at https://www.grafterr.com/. If the User requires any further information, the User should contact our Team. The User is encouraged to make full use of these resources in order to make an informed decision when purchasing our hardware.

5.3. All hardware purchases require full upfront payment at the time of placing an order for dispatch.

5.4. All prices are listed and charged to the User’s bank account in GBP (£). Any charges for transactions in foreign currency, other than GBP (£), shall be borne by the User.

5.5. All hardware provided by the Company includes one (1) year basic manufacturing warranty from the delivery dispatch date (Please see Section 14 for further details).

5.5.1. Theft, fire, tampering, and mishandling is not covered under basic manufacturing warranty.

5.5.2. The Company is not liable if the hardware becomes unusable due to third-party software, including but not limited to, manufacturers and operating systems. No repair, replacement or refund shall be offered to the User in any such cases.

5.6. The Company, its subsidiaries, affiliates, and its licensors, do not warrant that:

5.6.1. The Hardware will meet the User’s specific requirements; or

5.6.2. The quality of the software, hardware and any other material purchased or obtained by the User will meet all the User’s expectations; or

5.6.3. The Hardware will never develop any faults, errors and/or inaccuracies.

5.6.4. The Hardware will be compatible with newer versions of the App, and/or any other software, for the duration of the lifetime of the Hardware purchased. At some point in the future, and it is impossible to predict with exact certainty when this may happen, after the expiration of the one (1) year basic manufacturing warranty, the Hardware may become obsolete. The Company shall endeavour to inform the User, within reasonable time, should the Company stop providing technical support and software updates for a particular version of the Hardware.

5.7. The User shall obtain appropriate insurance to cover all hardware equipment, any other equipment, belongings and property against fire, theft, accidental damage and any other damage occurring due to an unlikely failure in any hardware provided by Grafterr. The Company shall not be held responsible for any loss of profits, business, goodwill, use, data or other intangible and tangible losses resulting from a failure in any hardware provided by Grafterr.

5.8. Portable Appliance Testing (PAT) of all hardware equipment should be carried out by an individual deemed competent to do so. This is usually a trained individual with a valid Certificate of Competency in PAT testing. It is the User’s responsibility to ensure all hardware equipment is PAT tested regularly to comply with UK laws and regulations. Grafterr shall not be responsible for carrying out PAT tests or reminding the User of the need to carry out regular PAT testing.

6. Grafterr Payments Powered by Stripe

6.1. Grafterr has partnered with Stripe to provide payment processing services. It is important to note that Grafterr is not a payment service provider but merely integrates Stripe's payment processing tools. For the avoidance of confusion, Grafterr is not regulated by the FCA as a payment service provider.

6.2. To accept payments using the App, Users must apply for a registration with Stripe. Users may need to provide documents such as identity verification, business registration, and proof of address. If Stripe rejects the User's application, the User will be unable to use the App for payment processing. Grafterr has no control over Stripe’s selection process.

6.3. Each transaction is settled directly into the User’s Stripe Merchant Account after deducting any applicable Merchant Fees and Platform Fees. Grafterr does not have access to the funds in the User’s Stripe Merchant Account.

6.4. Grafterr shall charge the User a Merchant Fee for each payment processed through the App. Unless otherwise agreed by the Parties, the Merchant Fee shall be calculated as per the current rates advertised on the Company website ( https://www.grafterr.com/uk/go). These rates may change at the Company’s discretion, and any changes will be communicated to Users via email or in-app notifications.

6.5. Grafterr provides a “Payment Dashboard” for Users, showing basic transaction information for easy navigation and visibility of payments processed. For detailed reporting and further payment information, Users should log into their Stripe Merchant Account directly at https://stripe.com/gb.

6.6. The User may choose to refund transactions after processing payments. However, Merchant Fees remain payable even if a payment is refunded. Merchant fees are non-refundable under any circumstances.

6.7. The User may be required to pass Anti-Money Laundering (AML) checks at any time and must comply with all AML laws and regulations. Non-compliance constitutes a breach of this Agreement and may lead to immediate termination as per Section 27.4.6.

6.8. Payment Processing can only be activated when Users enter their login credentials (merchant key) onto the POS terminal and/or Grafterr Admin control panel.

6.9. Payouts are processed via an automated Faster Payment System to the User’s default bank account.

6.9.1. Users are responsible for ensuring the accuracy of the bank account details provided for payouts. If the User enters incorrect bank details and funds are sent to the wrong bank account, Grafterr will not be liable for the User’s error or for reimbursing the User for the lost funds. Grafterr shall endeavour to assist the User in requesting a recall of the transfer via Stripe. However, Grafterr cannot guarantee the success of the recall or the recovery of the funds.

6.9.2. Users must ensure their bank account accepts third-party transfers. Grafterr is not liable for any delays in receiving payouts if the User’s bank does not accept third-party transfers. Grafterr shall endeavour to assist the User with successful processing of the payout once the reversed or failed payout transfer funds are received by Stripe. Please note that this is entirely dependent on the banks’ processing times, with a minimum of seven (7) working days or up to three (3) calendar months.

6.10. Grafterr is not responsible for any issues with the payment gateway, including but not limited to, fraudulent transactions and bank chargebacks. The Grafterr Technical Support team can only assist with first-line technical support and login issues. Unresolved issues will be referred to Stripe.

6.11. Users should familiarise themselves with Stripe’s processes and fees related to disputes and fraud, and best practices and guidance on identifying potential fraud. More information is available at https://stripe.com/docs/disputes#managing-and-preventing-disputes.

6.11.1. A dispute (also known as a chargeback) occurs when a cardholder questions a payment with their card issuer. The card issuer creates a formal dispute which immediately reverses the payment. The payment amount, along with a separate £15.00 dispute fee, is then deducted from the Merchant’s account balance. The dispute fee amount is subject to change as per Stripe’s discretion. Grafterr is not responsible for communicating any changes to the dispute fee amount to the User.

6.11.2 The User has full responsibility and liability for all payment disputes. To resolve disputes, Users should provide necessary evidence through their Payment Dashboard. Stripe conveys your evidence to their financial partners, who then pass your evidence to the card issuers if deemed sufficient. If the User does not submit evidence by the deadline, the cardholder wins the dispute and retains the funds.

6.11.3. All costs incurred during the dispute resolution process shall be borne by the User. The User shall keep the Company indemnified against any payment disputes and costs incurred during the dispute settlement process. The User acknowledges and agrees that using any form of Payment Processing is at the User’s own risk.

6.12. If Grafterr's partnership with Stripe is terminated, Users must switch to another integrated provider to continue using the App. Grafterr will inform Users in advance and provide details of the new payment service provider. Users can review the new terms and conditions and decide whether to switch providers or cancel any Grafterr services. Grafterr will endeavour to ensure a smooth transition.

7. The Grafterr GO! Mobile Application

7.1. The App Software (the “Software”) is provided on an "as is" and "as available" basis. The Company shall endeavour to promptly address any technical glitches encountered while using the App, provided such glitches are reported to the Company immediately. The use of the Software is at the sole risk of the User.

7.2. The App requires a suitable, fast, stable and reliable internet connection to ensure full and effective functionality. In the event of an internet connection malfunction, the App will not work. The Company shall not be held responsible for any failed payments due to a poor internet connection at the User’s premises.

7.3. The Company, its subsidiaries, affiliates, and its licensors, do not warrant that:

  • 7.3.1. The Software will meet the User’s specific requirements; or
  • 7.3.2. The quality of the Software, hardware and any other material purchased or obtained by the User will meet all the User’s expectations; or
  • 7.3.3. The Software will always be accurate or reliable; or
  • 7.3.4. The Software will be uninterrupted, timely, secure, or error-free; or
  • 7.3.5. The Software is free of viruses or other harmful components; or
  • 7.3.6. Any/all errors in the Software will be corrected.

7.4. Currently, the App is compatible with mobile phones and tablets and is available for download from the Google Play Store and/or Apple Store free of charge. The App should be compatible with Android version 13 or newer, and iOS version 17 or newer. While the App may be downloaded onto older versions of these operating systems, it may not perform fully or accurately. Additionally, irrespective of the current version of the operating system on the User’s device, the device itself may restrict the use of the App. Grafterr shall not be held responsible for issues encountered using the App caused by the User’s device or version of the operating system.

7.5. The App records cash payments and payments made with any credit or debit card displaying the Visa, MasterCard, Maestro, or American Express logos, as well as NFC payments via Tap To Pay, Google Pay, and Apple Pay. The Company shall not be held responsible for any failed payments using any of these payment methods. The User should monitor the payments processed via the App using the built-in payment dashboard and transaction history.

7.6. The User is required to customise the App “Settings” according to their specific needs, such as product catalogue, tax settings, tips, etc., to ensure correct payments are initiated.

7.7. To initiate a card present transaction, the User must purchase a card terminal from Grafterr or use a mobile device with Tap To Pay (NFC) functionality. No other card payment terminals are compatible with the App. The card terminal must be connected to the App via a strong internet connection. Currently, there are no monthly fees or maintenance agreements for using card terminals purchased from Grafterr.

7.8. The App allows the User to collect eCom payments by sending their customer a payment link via email and/or SMS. No card terminal is needed for eCom payments.

7.9. Payment receipts for payments via the App can be emailed directly to the End User’s email. If the User wants to print physical receipts, they can pair a printer with the App via Bluetooth or LAN. The App is compatible with most Rongta thermal printers.

7.10. Currently the App does not support split payments for the same bill. Should the User’s customer wish to pay their bill in multiple smaller payments, the User needs to keep track of each separate payment to avoid under- or over-charging their customer.

7.11. The User is liable to settle any negative balance on their Grafterr GO! user account, regardless of the nature of the negative balance (including but not limited to, refunded transactions and/or bank chargebacks, etc.).

7.11.1. When creating a user account on the Grafterr GO! App, the User is required to set up a Direct Debit instruction allowing the Company to debit the User’s chosen bank account in case of any negative balances on their Grafterr GO! user account.

7.11.2. In the event that a Direct Debit payment fails for any reason, such as insufficient funds, cancelled instruction, closed, transferred or a non-recognised account, the User shall be given a period of fourteen (14) calendar days to settle the negative account balance without incurring any additional interest on the amount outstanding.

7.11.3. Following the period of fourteen (14) calendar days, the Company shall start applying interest on the outstanding amount at a daily rate of 8%.

7.11.4. Should any negative balance remain unpaid after thirty (30) days of the initial failed Direct Debit payment, the Company shall begin legal proceedings for the recovery of the unpaid amount including any accrued interest charges. Interest will continue to be applied at an 8% daily rate even when the Company begins legal proceedings.

7.11.5. Grafterr may seek further damages for loss of profits, should the User’s negative account balance affect any other agreement the Company may have with any other third party.

7.11.6. The User acknowledges and understands that the User may be charged a fee(s) and/or interest by their bank for any failed Direct Debit payments and/or payment(s) done using any arranged or unarranged overdraft. The User bears full responsibility for paying any such fee(s) and/or interest. Grafterr has no control over the User’s bank account policies, fees, and charges and cannot be held liable with respect to any such policies, fees and charges.

7.11.7. The User acknowledges and understands that any failed Direct Debit payments and/or county court judgments may negatively affect the User’s credit score and the ability to obtain credit in the future.

7.12. In addition to the provisions set forth above in Section 7.11, where the User is a limited company, the company director(s) hereby personally guarantee(s) the fulfilment of all obligations and responsibilities outlined in this Agreement, including but not limited to, the repayment of any bank chargebacks, fees, subscriptions, negative account balances, and outstanding invoices and/or direct debits.

7.12.1. In the event that the limited company fails to fulfil any of its financial obligations or defaults under this Agreement, the company director(s) shall undertake to promptly remedy the situation and ensure that all outstanding obligations are met to the satisfaction of Grafterr. The company director(s) shall bear the financial and legal consequences arising from such non-performance or default, including but not limited to, damages, penalties, and legal costs incurred by Grafterr.

7.12.2. This personal guarantee shall remain in effect until all outstanding payments have been repaid, even if this is after the termination of this Agreement.

7.12.3. Furthermore, the Company director(s) acknowledge and agree that this personal guarantee is irrevocable and unconditional, and it shall be enforceable against the company director(s) without the need for Grafterr to pursue remedies against the limited company or exhaust any available remedies under the Agreement. The personal guarantee herein is intended to serve as an additional assurance and does not relieve the limited company of its obligations or liabilities under this agreement.

7.12.4. This personal guarantee shall be binding upon all current and future company directors. It may not be modified, terminated, or waivered without the prior written consent of Grafterr.

7.13. All data uploaded by the User onto the App is stored for the duration of the licence subscription. The User shall download all data they wish to save before the licence subscription is terminated. Once the licence subscription is terminated, all data is permanently deleted. Any data deleted, at any time, from the Software cannot be restored.

7.14. The Company shall take backups, at least once every 24 hours, of all customers’ data and keep a copy. Should the User require a copy of any backed-up data, the User needs to contact the Customer Support Service and specify the data set and format they require. Depending on the type of data request, data may be provided in CSV or JSON format.

7.15. Should the User require any additional new functionality of the Software, the User may submit a request in writing to the Company for assessment. The Company shall, within reasonable time, endeavour to review any such request and assess the compatibility of such new functionality within the Company’s services. The Company does not guarantee that it will be possible to implement any additional new functionality within the Company’s services. In addition, all design and/or functionality requests with potential of copyright infringement, with regards to a competitor company, shall be rejected.

7.16. Grafterr currently uses a Cloud server facility located in the country of Ireland, with an additional backup server facility in Singapore. Both of these locations are subject to change based on financial motives or risk to the data stored. Grafterr shall review these server facility locations as deemed needed by the Company. The Company shall not be required to obtain the User’s consent should the Company decide to move the Cloud server facility to a new location.

7.17. Cloud servers have 99% uptime. Should there be any planned maintenance of the servers, the Company shall endeavour to notify the User in advance of such planned maintenance. In the unlikely event of an unplanned disruption to the server functionality, the Company shall not be held liable by the User for any loss of profits, business, goodwill, use, data or other intangible and tangible losses resulting from such server failure.

8. NFC Payments

8.1. Grafterr has integrated NFC technology into the Grafterr GO! App to allow Users to collect payments and/or process refunds using an NFC-enabled and compatible mobile phone/tablet. The User must ensure compatibility prior to sign-up.

8.2. The App allows NFC payments with any payment card listed in Section 7.5 which carries the contactless logo, as well as Google Pay and Apple Pay. Non-contactless cards cannot be used for NFC payments.

8.3. The NFC function has to be enabled on the User’s device in order to initiate payments. If using Google Pay or Apple Pay, the end user also has to enable the NFC function on their device.

8.4. The current transaction limit for NFC payments as per UK government legislation is £100.00. Any payment amounts over this limit will require the payee to enter their PIN number and/or insert their card into a POS terminal. Additionally, the payee may be prompted by their bank to input their PIN number and/or insert their card into a POS terminal on a random basis or upon reaching a certain number of consecutive contactless payments. Grafterr has no influence over this process and cannot be held liable for the payee’s inability to process an NFC payment due to bank prompts or transaction limits.

8.5. NFC mobile payment technology is designed to be stable, safe and secure. However, the Company does not warrant that the NFC technology is completely secure from payment fraud, replay attacks, eavesdropping, and data corruption and tampering. The Company shall not be held liable by the User for any loss of profits, business, goodwill, use, data or other intangible and tangible losses resulting from issues with the NFC technology.

8.6. It should be noted that NFC payments are integrated into the Grafterr GO! App for convenience, and they are not recommended as a primary way of processing payments. In addition to the reasons specified in Section 8.4, the Company recommends using a POS terminal as a primary payment method instead. The User will not be able to rely solely on NFC payments for all transactions.

9. Licence Subscription Fees

9.1. Basic functionality of the App is provided free of charge. Should the User require advanced functionality of the application, the User needs to subscribe to a paid package within the application. Before making any purchase, we recommend exploring all licence subscription levels, pricing and limitations. The User shall select a subscription level based on their needs. By using the App, the User accepts the terms and limitations of the selected subscription level and this Agreement.

9.2. The User shall pay the selected monthly/annual subscription fee, if any, for the use of the App provided by Grafterr on the same date of each calendar month/year, unless cancelled as per the Cancellation Policy in Section 16.

9.3. Based on the User’s current licence subscription level and cost, the subscription will be renewed monthly/annually via Direct Debit or credit/debit card recurring. There are no other payment options available.

9.4. If the User’s payment fails and no payment is done within seven (7) days of initial payment failure, the licence subscription will be cancelled, and data associated with it will be deleted permanently from the Cloud after thirty (30) days of the initial payment failure.

9.5. The User may Upgrade or Downgrade their subscription at any time via the Subscription tab on their online customer account.

9.5.1. Annual subscriptions may be upgraded or downgraded by giving us one calendar month notice.

9.5.2. If downgrading an annual subscription, a refund shall be issued for the monetary difference in subscription levels within twenty-eight (28) days of receiving the request to downgrade and functionality changes shall be processed upon expiration of the month notice.

9.5.3. If upgrading an annual subscription, any monetary difference in subscription levels can be paid via credit/debit card immediately and functionality changes will become active within twenty-four (24) hours.

9.5.4. Grafterr shall endeavour to process monthly subscription changes from the following billing date proving we have received at least three (3) working days’ notice. No refunds are available for downgrading a monthly subscription.

9.5.5. Once downgraded or upgraded, the monthly/annual payment will be adjusted, and Direct Debit changed accordingly, from the next billing date. Any subscription changes made within three (3) working days of the next billing date, shall be reflected from the billing date after next.

9.6. The fees charged by the Company for use of the Software and/or Hardware are subject to change. The Company reserves the right to increase the subscription fee every year after the first twelve (12) months of the subscription by either 5% of the current subscription charges, or as per the inflation rate recognised by the UK Office of National Statistics, whichever is greater.

9.6.1. The Company will endeavour to notify the User at least 30 days prior to increasing the subscription fees.

9.6.2. The User’s continued use of the Software will be deemed acceptance of the renewed terms of payment.

9.6.3 The User reserves the right to cancel their subscription, should the increased subscription cost be outside the User’s financial abilities. The User needs to exercise this right as per the process outlined in Section 16. Should the User wish to re-subscribe after their subscription has been cancelled, a new Quotation and Terms shall be generated.

9.7. All prices are listed and charged to the User’s bank account in GBP (£). Any charges for transactions in foreign currency, other than GBP (£), shall be payable by the User.

9.8. All invoices for monthly/annual payments and/or individual purchases shall be available for the User to view via their online customer account. The Company shall not be emailing invoices for individual payments.

10. Credit Checks Consent

10.1. The User acknowledges and consents to Grafterr conducting credit checks and assessments at any time, as deemed necessary by the Company, at its sole discretion. These credit checks will be conducted based on potential risk to the Company, and may examine a variety of factors, including but not limited to, credit history, financial stability, credit score, debt-to-income ratio and public records.

10.2. Grafterr is committed to maintaining the confidentiality and security of any personal and financial information obtained during a credit check.

10.3. The information obtained from these checks may be used by Grafterr to make informed decisions regarding any contractual business relationship with the User.

11. Customer Support Services

11.1. All queries, requests and/or issues shall be directed to the Company Customer Support Team for review. The Customer Support Team, including the Technical Support Team, operates on a 24/7 basis. In the event of any unforeseen disruption to the telephone and/or Internet connectivity with the Customer Support Team, operating hours may be reduced. The Company shall endeavour to minimise the impact of any such disruption on Customer Support operations.

11.2. The Company uses an internal ticketing system across all support channels. Data collected via the ticketing system shall be used solely for ticket prioritisation and the production of internal management and improvement reports. Any data used for internal reports shall be anonymised. No data shall be distributed to any third party without the User’s prior consent.

11.3. The customer support channels available to the User shall be dependent upon the User’s subscription level. In the unlikely event that a particular support channel encounters technical difficulties and becomes temporarily unavailable, the User shall attempt to contact the Customer Support Team via a different support channel.

11.4. The User shall receive technical support for any issues with the Company's software and/or hardware within 24 hours of submitting a request via telephone or email to support@grafterr.com. For more complex issues, the request will be escalated to our second-line support team for resolution within 72 hours of the initial User's request. In the rare event that the Technical Support Team encounters a new issue not previously addressed, the Company will strive to keep the User informed about the expected timeframe for resolution and minimise any disruption to the functionality of the Services.

11.5. The Company does not offer on-site visits to the User’s locations as part of our technical support services. All technical support provided by the Company is on a remote basis only.

11.5.1. The User shall be required to actively participate in troubleshooting any technical issues while being guided by an engineer remotely. The User acknowledges and accepts that their cooperation in resolving any issues is essential. Therefore, the User acknowledges and agrees that Grafterr shall not be considered in breach of this Agreement due to the User's failure to assist with troubleshooting.

11.5.2. If troubleshooting requires additional time for resolution, the User will have the option to proceed with the troubleshooting at a more convenient time. Grafterr shall not be considered in breach of this Agreement if an issue remains unresolved due to the User's unavailability to assist with troubleshooting remotely.

11.5.3. In the event that the User is required to provide remote access to their device(s) and/or engage in screen sharing with a technical support engineer, the User is responsible for ensuring all sensitive data is closed on their device before remote access and/or screen sharing commences.

11.6. The Customer Support Team is currently based in India. This location is subject to change at the Company’s sole discretion. Grafterr reserves the right to review and potentially relocate the Customer Support Team as deemed necessary. The Company is not obligated to seek the User's consent in the event of relocating the Customer Support Team to a new location.

12. Third-Party Licensing and Tools

12.1. The Software is developed using a variety of programming languages and tools, including iOS, Android, PHP, Python, Flutter, Angular, HTML, MySQL, JavaScript, eJabber, CSS, and others. Currently, these tools are licence-free, and thus no software licence is required for Users.However, if any third-party software utilised within the Software transitions to a paid model, the User will be responsible for subscribing to it or paying additional fees to the Company to cover the necessary licence fees.

13. Hardware Refunds Policy

13.1. Upon submitting your order details, you are making an offer to purchase the item(s) specified in your order form. We reserve the right to refuse your order if necessary. If your order is refused, we will notify you and return any payment you have made.

13.2. You must notify us immediately if you decide to cancel your order, preferably by phone, and quote your order number.

13.2.1. If the delivery has not been dispatched, no cancellation fee applies, and you will be issued a full refund, including the initial delivery charge (where applicable), within fourteen (14) days.

13.2.2. If the order has already been dispatched, your delivery cancellation request will be refused. A refund, excluding any delivery charges incurred by the Company, will only be processed after the full hardware order is received back at our warehouse.

13.3. If a split delivery is necessary (i.e., not all items from the order are available at the same time), our staff will inform you of the expected delivery date for the missing items. You have the right to refuse a split delivery before the order is dispatched. In this case, you can choose to wait for all items to become available for a single delivery, or you may request to cancel your order and receive a full refund.

13.4. Upon dispatch of an order, the User will receive tracking details for the parcels. Once the courier has collected the order, Grafterr transfers any and all liability for the delivery of the parcel to the chosen courier company. In the unlikely event that you do not receive a parcel dispatched via one of our third-party courier partners, you should first contact the courier to inquire about the missing parcel or arrange re-delivery. If the issue remains unresolved, you may then contact Grafterr for assistance. Grafterr will not be held liable for any delays caused by our third-party courier partners, missed deliveries by the User, or delays in the refund process in cases where a claim needs to be submitted to the courier for a lost parcel.

13.5. In the unlikely event that we deliver the wrong hardware item, you have the right to either:

  • 13.5.1. Reject the delivery of the wrong item and receive a full refund for the missing item; or
  • 13.5.2. Reject the delivery of the wrong item and request a replacement with the correct item, in which case we will send you the correct one as soon as possible.
  • 13.5.3. If you discover that a wrong item has been dispatched after the delivery has been completed, you will be required to return the incorrect item to avoid being charged for it.

13.6. Should any items arrive damaged in transit, the User must report this to Grafterr within seven (7) working days of delivery. If the packaging is visibly damaged upon receipt, the User is required to inform the delivery driver, who may be able to record this in their system. If any damaged items need to be replaced, the User must make them available for collection in their original packaging, including all accessories and documentation. Grafterr will arrange the collection and process a replacement delivery.

13.7. For any other formal complaint with a genuine reason, you have seven (7) days from the day of delivery to request a refund, subject to our discretion and acceptance of the complaint.

13.8. In the event of a return or exchange, any relevant refunds and/or credit notes can only be made to the payment card/account of the business/person that originally placed the order. Debit/credit card payment refunds can take up to twenty-eight (28) days to process, even if you contact us immediately after placing your order to cancel. This processing time is beyond our control and we apologise for the inconvenience it may cause.

13.9. Any amounts paid for product imports, support payments, postage, module integrations, repair, and labour costs are non-refundable.

13.10. All costs related to software sales and licence subscriptions are excluded from the standard returns policy due to the considerable costs in configuration, personalisation, training, and installation. These items are strictly non-refundable.

14. Hardware Warranty Returns

14.1. The User reserves the right to request a warranty return by contacting the Customer Support Team if the equipment provided by Grafterr is believed to be ‘not fit for purpose' within the one (1) year basic manufacturer’s warranty.

14.2. The Company shall endeavour to obtain proper reasons as to why the User feels the product is ‘not fit for purpose' and attempt to reasonably resolve any issues upon remote troubleshooting.

14.3. If the issues cannot be resolved remotely, the Company shall request for the User to send, via a courier service, the faulty hardware to a nominated address for repair. The User must pack the hardware in appropriate packaging to prevent damage during transit. The Company reserves the right to charge the User for any damage caused during transit due to inadequate packaging.

14.4. After repairing the hardware, the Company will return it to the User by post. The Company reserves the right to repair the same faulty equipment as many times as possible before it is deemed unrepairable, in which case, the Company will send a replacement for the faulty hardware.

14.4.1. The replacement equipment may be a refurbished item with the same or better technical specification of the original hardware.

14.4.2. Upon replacement, the warranty remains one (1) year from the initial delivery dispatch date, not from the dispatch date of the replacement item.

14.5. If the item returned is found to be in a working condition but in a poor and unreasonable state of cleanliness, the User will be charged a cleaning fee at a fixed rate of £50 per item.

14.6. Warranty refunds will only be considered by the Company after all efforts have been made to resolve any issues or faults, and if no reasonable replacement equipment is available.

14.7. The company cannot process a warranty refund of hardware due to any of the following reasons:

  • 14.7.1. The User’s or staff’s misunderstanding or improper use of the system; or
  • 14.7.2. Lack of compatibility with third-party items/systems; or
  • 14.7.3. The equipment has been configured, personalised and/or used; or
  • 14.7.4. The product is a surplus to the User’s requirements; or
  • 14.7.5. Operational issues due to the User’s unstable or insufficient internet connection; or
  • 14.7.6. The User has accidentally damaged the item after delivery; or
  • 14.7.7. The User has misused the item and damaged it; or
  • 14.7.8. The User has tried to open or tamper with the hardware in any way; or
  • 14.7.9. Any environmental issues beyond the Company’s control; or
  • 14.7.10. Bankruptcy of the User’s business.

14.8. The Company does not offer on-site visits to the User’s location as part of our warranty repair process. All technical support provided by the Company is remote.

14.9. Hardware repairs outside the one (1) year basic manufacturer’s warranty could be carried out at an additional cost to the User. Any such cost will be agreed upon by the Company and the User before any work is undertaken.

15. Formal Complaints Procedure

15.1. Grafterr is committed to providing a quality service for its customers and operating in an open, accountable, and respectful way. If you are unsatisfied with any part of our service, please contact us immediately via telephone or email. The Company shall endeavour to resolve any issues within a reasonable time. The Company shall use the following Complaints Procedure with regards to any issues not related to hardware malfunctioning:

15.1.1. Stage 1 - If you are unable to resolve an issue informally, you should contact us directly in writing via email or post and give us a chance to put things right. In your contact email/letter to us, you should set out the details of your complaint, the resulting consequences you have faced, and the remedy that you seek. You can expect your complaint to be acknowledged within five (5) business days of receipt and you should get an official response within twenty (20) business days. Our contact details can be found on the ‘Contact Us’ part of our Grafterr Website - https://www.grafterr.com

15.1.2. Stage 2 - If you are not satisfied with the initial response to the complaint, then you can write to the Chief Executive Officer (CEO) via email or post and ask for a review of your complaint and response received. You can expect the CEO to acknowledge your request within five (5) business days of receipt and a response within twenty (20) business days. Grafterr aims to resolve every issue as quickly as reasonably possible. However, certain issues may be more complex and, therefore, may require more time for a thorough investigation. If an issue requires further investigation, you will receive details of what steps are being taken in investigating the complaint, in what timescales an official response can be expected and from whom.

15.1.3. Final Stage - If you are not satisfied with the subsequent reply and action taken by the CEO, then you have the option of writing to any of the following, depending on the nature of your complaint:

Information Commissioner’s Office: https://ico.org.uk/

Health and Safety Executive: http://www.hse.gov.uk/

16. Cancellation of Licence Subscription

16.1. The User may request to cancel their paid licence subscription subject to a thirty (30) days’ notice to Grafterr by contacting the Customer Support Team via email.

16.2. If the User's billing cycle falls during the thirty (30) days’ notice period, a full subscription shall be charged. Once the subscription is cancelled, a refund will be issued on a pro-rata basis for any period covered by the subscription past the cancellation date.

16.3. During the thirty (30) days’ notice of subscription cancellation, the User shall download all data stored on the App for their account. After the licence subscription is cancelled, all account data will be permanently deleted. There is no possible way to retrieve deleted data.

16.4. The User reserves the right to withdraw their cancellation request within the thirty (30) days’ notice period and continue the licence subscription without any obstructions.

17. Tax Calculations

17.1. Grafterr calculates tax on each line which is sold in a transaction as a common practice in most software.

17.2. The User might see a difference in total tax when calculating tax based on single transaction vs total sales for a specific period. For example, if you consider an item sold at 25p with 20% tax, this will result in a tax of 4.16p which is rounded to 4p per transaction. If this item is sold separately 100 times, then the accrued tax will be £4.00. However, if you calculate this as 20% of the total 100 items, you will get £4.16 tax.

17.3. Discounts applied to tax on a transaction are taken equally from all items in the transaction (pro-rata).

17.4. Grafterr is not liable for any incorrect tax calculations. It is the User’s responsibility to take professional tax advice before submitting returns to tax and other governing authorities.

18. Company Income from Third-Party Referrals

18.1. The User acknowledges and accepts that the Company will be receiving financial incentives/commission from third-party providers such as leasing, finance, card processing, bank account providers, software tools, delivery partners, hardware tools and other providers for referring the User.

18.2. The Company shall not be notifying or disclosing to the User any such financial incentives/commission figures at any time.

18.3. The User acknowledges and accepts that the Company reserves full rights on receiving and retaining such financial incentives.

19. Company Use of AI Technologies

19.1. Grafterr uses its own and third-party artificial intelligence (AI) technologies to enhance our services and improve the processing of customer information. The User hereby acknowledges and consents to their personal information being processed using own and/or third-party AI technologies.

19.2. Data processed with the use of AI software may be sourced in a variety of ways, including, but not limited to, user-generated data, publicly available data, and/or proprietary datasets.

19.3. It is important to emphasise that Grafterr does not share users' personal data with the AI software. Instead, AI is used solely to improve the quality and efficiency of our services while upholding the utmost confidentiality and security of users' personal information. We are fully committed to safeguarding your privacy and adhering to all relevant data protection regulations.

19.4. Certain uses of the AI software may include automated decision-making and human oversight may not be required in the decision-making process. Human intervention shall be applied where Grafterr deems necessary to manage the possibility of bias in AI algorithms and ensure fairness in decision-making.

19.5. If you believe that the AI software may have made errors while processing your information, please contact us in writing to provide feedback and seek redress. Grafterr shall investigate the issue and provide a response as soon as reasonably possible.

20. Intellectual Property Rights

20.1. The User acknowledges and agrees that iHybrid Limited will retain all intellectual property rights in the software and hardware, including but not limited to copyright and trademark rights. The User undertakes not to challenge or take any actions inconsistent with such ownership.

20.2. Under the terms of this licence, the Company grants the User non-exclusive, non-transferable, and time-limited rights to use the software, interfaces, content, documentation, and any data, whether in read-only memory, on any other media, or in any other form.

20.3. By using the Software, the User grants the Company a royalty-free, irrevocable, perpetual licence to use information and/or data collected from the User’s activity on the Software, provided that the information or data is anonymised before use. Other than this right, the Company claims no intellectual property rights in relation to the information or contents the User inputs into the Software.

20.4. The User may provide the Company with feedback, alternative options, comments or suggestions on the Software, and the User agrees that the Company will be free to use, modify and incorporate such suggestions without any obligation to the User. All intellectual property rights for such modifications remain with Grafterr.

20.5. The User is not permitted to assign, sub-license, novate or transfer these Terms or any of the rights licensed to them.

20.6. The User is prohibited from making any copies, adaptations, or distributions of the software code for any reason, unless permission has been granted in writing by Grafterr.

20.7. As per Section 1.5, all rights under this Agreement are granted for business use only. No personal use can derive under these Terms. Therefore, no copyrights for private or domestic use can be implied by the use of the Software.

20.8. The Company reserves the right to seek legal advice, and if found necessary, file legal proceedings against the User for infringement of any of the Company’s intellectual property rights. In addition, the Company shall seek maximum penalties available by law for each infringement.

21. Unauthorised, Malicious and/or Illegal Use

21.1. The Company does not authorise the User to do any functionality changes or integrations into the Company Software without prior consent.

21.2. The User must not:

21.2.1. Use the Software in any unlawful manner, for any unlawful or fraudulent purpose, or in any manner inconsistent with these Terms; or

21.2.2. Upload any malicious or unlawful content and/or data onto the Software; or

21.2.3. Infringe on the intellectual property rights, or those of any third party, in relation to their use of the Software; or

21.2.4. Tamper with or use the Software in a way that could damage, disable, overburden, impair or compromise the Company's systems or security, or interfere with other users' systems or security; or

21.2.5. Collect any information or data from the Software and/or Hardware or systems; or

21.2.6. Disclose or distribute information relating to another user of the Software to any third party; or

21.2.7. Use any other User's information for any marketing purposes unless they have obtained the User's express permission to do so; or

21.2.8. Access or register user logins via any automated methods.

22. Businesses Prohibited from Using Our Services

22.1. Grafterr aims to serve most businesses, however, we reserve the right to prohibit certain businesses based on risk, the law, and ethical grounds. We restrict providers of the following products and services from using our Platform to facilitate their business. If you provide any of the following products or services, do not sign up to the App:

22.1.1. Illegal products and services, such as:

• Illegal drugs (including substances designated to mimic illegal drugs) and substances, unlicensed prescription drugs and drugs-making equipment.

• Fake documents, fake ID-providing services, and fake reference services.

• Telecommunications manipulation equipment and jamming devices.

• Counterfeit money, products and services, including sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the right holder.

• All products and services that infringe intellectual property rights, including infringing upon the copyright, trademark, or trade secrets of any third party.

• Any business or organization that engages and/or encourages and/or promotes and/or celebrates unlawful violence or physical harm to persons or property or violence or discrimination.

22.1.2. Products and services that are unfair, predatory, or deceptive, such as:

Pyramid schemes.

• ‘Get rich quick’ schemes.

• Sales of online traffic or engagement.

• Negative response marketing and telemarketing.

• Any predatory and counseling services.

• Exchanging virtual currency for fiat currencies.

• Medium or psychic services.

• Remote technical support, mugshot publication or pay-to-remove sites, essay mills, chain letters, door-to-door sales;

• Crowdfunding platforms.

• Any other businesses that are unfair, deceptive, or predatory towards consumers.

22.1.3. Businesses involved in the production/sales/distribution of:

• Weapons, munitions, firearms, explosives, ammunitions, teasers, air guns, any other dangerous materials, including items used in chemical attacks, such as nerve agents, blister agents, choking agents, and blood agents.

• Marijuana.

• Cultural artifacts.

• Adult content and services, including sexually-oriented or pornographic products or services, mail-order brides, and escort services.

• Car sales, including second-hand car sales, trade-ins, leasing, and hire-purchases.

• Any events, including organizers of private parties, corporate events, and stands at trade shows.

• Tickets for future ticketed events, including sports events, music concerts, stage performances, and conventions.

• Human body parts, fluids, and remains.

• Cyber-attacks and products and services designated to deliver unsolicited electronic communications, spyware, spamware, malware.

• Shipping or forwarding brokers, future order fulfillments beyond three months.

22.1.4. All forms of gambling, including lotteries, lotto, internet gaming, in-person gambling, sports forecasting, odds making, contests, sweepstakes, or offering of prizes as an inducement to purchase products or services.

22.1.5. Certain legal services, such as:

• Law firms collecting funds for purposes other than legal service fee payment;

• Bankruptcy lawyers/attorneys;

• Bail bonds.

22.1.6. Any other products or services that are in violation of the law in the jurisdictions where your business is located or targeted to.

22.2. If you are uncertain as to whether your business is a Prohibited Business or have questions about how these requirements apply to you, please contact us.

22.3. The Company reserves the right to suspend the User’s account at any time, without prior notice, if the User is found to be or is suspected of breaching the terms of this Section 22.

23. Fraud Prevention and Investigation

23.1.Grafterr is committed to ensuring the safety of our community and the prevention of fraud, financial, and cyber crimes. The Company reserves the right to suspend the User’s account at any time, without prior notice, if the User is found to be, or is suspected of, committing fraud, financial, or cyber crime using any of the Company’s Services.

23.2. Grafterr may put on hold some or all funds in the User’s account while carrying out compliance checks. The User is encouraged to cooperate with our Compliance Department and provide the requested information and/or evidence to satisfy any doubt in the legitimacy of the transaction(s) in question. Failure to provide satisfactory information and/or evidence, or if the Compliance Department is unable to determine with reasonable certainty the legitimacy of a transaction, your funds may be placed on hold for up to one (1) calendar year, and the case may be referred to the relevant card service provider for further investigation.

23.3. Compliance checks may be triggered by a number of factors, including but not limited to, multiple transactions using the same cards, transaction amounts exceeding the specified average transaction limit at time of registration, transactions with early fraud warnings or high-risk alerts, payments with international cards, etc.

23.4. Should Grafterr receive compelling evidence from a third party that they have been subject to fraud using any Grafterr Services, the User’s account will be suspended immediately and the fraudulent payment refunded to the rightful owner of the funds.

23.5. Grafterr shall cooperate with law enforcement, and provide evidence in any ongoing police investigation and/or legal proceedings, in cases of fraud, financial and cyber crimes.

24. Limitation of Liability

24.1. Nothing in these Terms excludes or limits our liability for:

  • 24.1.1. Death or personal injury caused by our negligence; and/or
  • 24.1.2. Fraud or fraudulent misrepresentation; and/or
  • 24.1.3. Any matter in respect of which it would be unlawful for us to exclude or restrict our liability.

24.2. The Company shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, business, goodwill, use, data or other intangible and tangible losses resulting from:

  • 24.2.1. The use or the inability to use the Software, hardware (in whole or in part) or any technical malfunctions; or
  • 24.2.2. The unauthorised access to, or alteration of, your communications or data; or
  • 24.2.3. The cost of procurement of substitute goods and services; or
  • 24.2.4. The conduct or actions of any third party regarding the Software; or
  • 24.2.5. Any other matter relating to the Software.

24.3. The Company does not accept any liability for any delays, failures, errors or omissions or loss of transmitted information, viruses or other contamination or destructive properties transmitted to you or your computer system via our Software.

24.4. Force majeure: We will not be deemed to be in breach of contract or of these terms and conditions as a result of any delay in our performance or failure to perform our obligations if that delay or failure to perform is due to any cause or circumstance beyond our reasonable control including but not limited to, all overwhelming and unpreventable events caused directly and exclusively by forces of nature that can be neither anticipated, nor controlled, nor prevented by the exercise of prudence, diligence, and care, including but not limited to: war, riot, civil commotion; compliance with any law or governmental order, rule, regulation or direction and acts of third parties.

24.5. If we have contracted to provide orders to more than one customer and are prevented from fully meeting our obligations to you by reason of an event of Force Majeure, we may decide at our absolute discretion which orders we will fill and to what extent. Nothing in these Terms obliges us to prioritise any order placed by the User in an event of Force Majeure.

24.6. For the avoidance of doubt, nothing in Section 24.4 shall excuse the Customer from any payment obligations under this agreement.

24.7. The products sold by Grafterr are provided for commercial use only. Accordingly, we do not accept liability for any indirect loss, consequential loss, loss of data, loss of income or profit, loss of damage to property and/or loss from claims of third parties arising out of the use of the Software and/or Hardware or for any products or services purchased from the Company.

24.8. We have taken all reasonable steps to prevent Internet fraud and to ensure any data collected from you is stored as securely and safely as possible. However, we cannot be held liable in the unlikely event of a breach in our secure computer servers or those of third parties.

24.9. No delay or failure on our part to enforce our rights or remedies under the Agreement shall constitute a waiver on our part of such rights or remedies unless such waiver is confirmed in writing.

24.10. The User agrees to defend, indemnify and hold harmless Grafterr, its affiliates and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited, to reasonable legal fees), resulting from or arising out of

a) your use and access of the Services,

b) any unauthorised use of your account or password, or

c) any other breach of the terms of this Agreement.

24.11. In addition, you will indemnify us and our affiliates against any losses, damages, or claims (and all related costs including legal fees), penalties, fines, interest, expenses and other liabilities resulting from a third-party claim against us or affiliate arising from this Agreement and relating to a violation or claimed violation of the third party’s intellectual property rights, where the loss, damages or claim arises from us or an affiliate, using or permitting the use of, or being or having been the registered proprietor of a domain name, a brand name, trademark, logo or other intellectual property which the third-party claims violate its own rights, or where it is claimed we or an affiliate have assisted or permitted you to use or to be a registered proprietor of such rights in violation of the third party’s own rights.

24.12. Other than as set out above, the Company’s maximum aggregate liability arising out of any losses for paid licence subscription users under or in connection with these Terms, is limited to the total amount of subscription fees paid by the User in the previous twelve (12) months.

25. Representation

25.1. The User has the due right and power to enter into this Agreement. Entering into this Agreement will not cause a breach of any agreement the User has with a third party.

25.2. By assenting to this Agreement, the User represents and warrants that they have the full right, power and authority to access and use the Software and, to the extent necessary, that they have obtained all necessary corporate or other authorisations or consents to access and use the Services. Thus, if you are an individual (e.g., employee or consultant) acting on behalf of an organisation, you represent and warrant that you have obtained all necessary authorisations or consents (i.e., you must be an authorised representative) to accept these Terms on behalf of such Organisation so that, in addition to yourself, such Organisation is bound by these Terms.

26. Severance

26.1. If any part of these Terms and Conditions is found to be invalid by a court of Law, tribunal or another forum of competent jurisdiction, or otherwise rendered unenforceable, that decision shall not invalidate or void the other parts of this agreement. An amendment of these Terms and Conditions shall be deemed to have been undertaken by any modification or severing parts of the Terms and Conditions as necessary to render them valid, legal and enforceable while preserving their sole purpose. Or, if this is not possible, by substituting another provision that is valid, legal and enforceable that gives equivalent effect to the parties’ intent.

27. Termination of Agreement

27.1. The Company reserves the right to discontinue providing any or all parts of the App at any time, for any reason, whether foreseen or unforeseen, including but not limited to cessation of trading or bankruptcy. Nothing in these Terms should be interpreted as a guarantee that the Software will always be available, either in its current form or in an updated version.

27.2. This Agreement may be terminated by either Party subject to a thirty (30) days’ written notice to the other Party via email.

27.2.1. If the User’s billing cycle falls during the thirty (30) days’ notice period, a full subscription shall be charged. Once the subscription is terminated, a refund will be issued on a pro-rata basis for any period covered by the subscription past the termination date.

27.2.2. During the thirty (30) days’ notice of termination, the User must download all data stored on the App for their account. After the licence subscription is cancelled and this Agreement terminated, all data associated with the User’s account will be permanently deleted, with no possibility of retrieval.

27.2.3. The User reserves the right to withdraw their termination request within the thirty (30) days’ notice period and continue the licence subscription without any obstructions.

27.3. Grafterr may decide to terminate this Agreement with immediate effect if:

  • 27.3.1. The User or any of their employees and/or associates display any form of bullying, inappropriate, violent, aggressive, threatening, intimidating, racist and/or otherwise disrespectful behaviour; and/or use any form of offensive, aggressive, threatening, racist and/or otherwise disrespectful language towards any employee or associate of Grafterr; or
  • 27.3.2. The User has been found to, or is suspected of, (a) providing any of the products and/or services prohibited by the terms in Section 22, (b) and/or committing any fraud, financial, or cyber crime (Section 23).
  • 27.3.3. There has been no transaction activity on the User’s account for more than six (6) calendar months.

27.3.4. In the event of a termination under this Section 27.6, Grafterr shall provide the User with immediate verbal or written notice, followed by written confirmation within twenty-four (24) hours via email.

27.3.5. Once the subscription is terminated, a refund will be issued on a pro-rata basis for any period covered by the subscription past the termination date.

27.4. Either Party (the “Terminating Party”) may terminate this Agreement immediately if:

  • 27.4.1. The other Party files for bankruptcy, receivership, insolvency, reorganisation, dissolution, liquidation, or similar proceedings; or
  • 27.4.2. The other Party had a bankruptcy, receivership, insolvency, reorganisation, dissolution, liquidation, or similar proceedings proceeding instituted against it and such proceeding is not dismissed within sixty (60) days; or
  • 27.4.3. The other Party makes an assignment for the benefit of its creditors or an offer of settlement, extension or composition to its creditors or an offer of settlement, extension, or composition to its creditors generally; or
  • 27.4.4. A trustee, conservator, receiver, or similar fiduciary is appointed for that party or substantially all of the other Party’s assets; or
  • 27.4.5. The other Party commits any fraud or misrepresentation or engages in any act or omission that may damage the reputation, business, or goodwill of the Terminating Party; or
  • 27.4.6. The other Party is found to be involved in any form of child labour, modern slavery, human trafficking, forced and bonded labour, human rights violations, money laundering or terrorist activity; or
  • 27.4.7. The other Party breaches any of the provisions of this Agreement.

28. Law and Jurisdiction

28.1. Any dispute arising out of or in connection with this Agreement shall to the extent possible be settled amicably by negotiation between the Parties within thirty (30) days from the date of written notice by either party of the existence of such a dispute. If the Parties do not reach settlement within a period of thirty (30) days, they will attempt to settle it by mediation before resorting to litigation. The parties shall attempt to agree upon the appointment of a mediator, upon receipt, by either of them, of a written notice to concur in such appointment. Should the mediation fail, in whole or in part, either Party may decide to take the dispute or claim to court for final decision.

28.2. Irrespective of the jurisdiction in which the User is located, these terms of use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

29. Entire Agreement

29.1. This Agreement, together with any supporting documents added in the Appendix, constitute the entire Agreement between the Company and the User, and supersedes any prior written or oral agreement with respect to the subject matter hereof.

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Grafterr™ is a trademark property of iHybrid Ltd. Our range of services includes but is not limited to, Grafterr Electronic Point of Sales, web-based ordering, mobile app-based ordering, and QR Code facilitated ordering. iHybrid Ltd. is a UK registered company (No. 10196447), with its official premises located at Airport House, Purley Way, Croydon, CR0 0XZ. For further information or inquiries, please feel free to contact us at info@grafterr.com or call us at +44 (0) 131 564 1559

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