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 our Cloud Software 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.

Please read these Terms and Conditions carefully before using the Software 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 aagree to any of these Terms, do not use the Company's services.
• 1.2. These terms and conditions apply to all users who access Cloud Software and/or Hardware services provided by Grafterr irrespective of whether the user pays a subscription fee or not, or the minimum fixed-term length of their contract.
• 1.3. These Terms may be accompanied by an “Order Form” or “Sales Proposal” which shall contain any User-specific terms, licence subscription length, pricing, rates, discounts, etc. If the User is required to sign an “Order Form” as part of their sign-up link supplied by Grafterr, the signed “Order Form” shall become a legally binding part of this Agreement.
• 1.4. Unless a new agreement has been reached, at the end of the minimum fixed-term period, all pricing will revert to the current Grafterr standard monthly or annual subscription pricing for the chosen subscription level, without any User-specific discounts, until the licence subscription is cancelled as per Section 22 or a renewal minimum-term agreement has been signed. All other terms of this agreement will automatically continue on a rolling monthly or annual subscription basis. Any other terms, conditions, or representations (other than those made fraudulently or implied by statute) are excluded.
• 1.5. We reserve the right to amend, modify, alter, or update the terms of this Agreement at any time. We shall endeavour to notify the users of such changes via email. If you continue to use the Company’s services, your use will be governed by the updated terms.
• 1.6. 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.
• 1.7. All rights granted under these Terms are granted to the User in a food serving business. 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.
• 1.8. 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 10^th April 2025.

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 or custom application development services.
• 2.2.“Effective Date” is the date on which this agreement is signed by both Parties, while a“Minimum Fixed-term Period Start Date” is the date on which the minimum-term period of the contract commences. These dates may differ.
• 2.3. “Grafterr Services” refers to any Cloud Software services provided by the Company, including but not limited to, Electronic Point of Sales (ePOS), web ordering, mobile apps ordering, QR Code ordering, and any Hardware services (each a “Service” and collectively the “Services”).
• 2.4. “Consumer” and/or “End User” refers to the User's client who is making a purchase for food services from the User via our Platform.
• 2.5. “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.
• 2.6. “Platform” refers to the technology (hardware and software) provided by Grafterr as a SaaS company to facilitate food ordering. The products and services that we provide through our Platform, regardless of whether fees are charged, are also referred to as “Platform Services”.
• 2.7. “Platform Fee” means a fee paid by the End User to Grafterr for each individual transaction processed via the Platform, in addition to any order and delivery fees. Platform Fees are not Merchant Fees or Platform Charges.
• 2.8. “Platform Charge” means a fee paid by the User to Grafterr for each individual transaction processed via the Platform and it does not include payment processing fees. Platform Charges may be based on (a) a pre-agreed percentage of the transaction amount, (b) a flat fee rate, or (c) a combination of both a percentage fee and a flat fee. Platform Charges are not Platform Fees or Merchant Fees.
• 2.9. “Licence Subscription Fee” is the minimum monthly or annual fee, if any, paid by the User to Grafterr for access to our Cloud Software.
• 2.10. “Account Management Fee” is the fee payable by the User to Grafterr for the provision of additional chargeable user support for their customer account.
• 2.11.“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. Merchant Fees are not Platform Fees or Platform Charges.
• 2.12. “Payout Fee” refers to the monthly fee charged to users of Grafterr Pay, powered by Stripe, for the service of providing next-day payouts. Payout Fees are deducted from the Merchant Account either monthly or daily.
• 2.13. “Active Merchant Account Fee” is the monthly fee, if any, payable by the User to Grafterr for the upkeep of their Stripe Merchant Account. Active Merchant Account Fees are not Payout Fees, Account Management Fees or Monthly Minimum Service Charges.
• 2.14. “Minimum Monthly Service Charge” (MMSC) is the fee, if any, payable by the User to Grafterr for maintaining any digital ordering and platform services provided to the User. This fee ensures that these maintenance costs are met, even during periods of lower transaction volumes. MMSCs are not Payout Fees or Account Management Fees.
• 2.15. 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.
• 2.16. “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.
• 2.17. “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, 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.
• 2.18. “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.
• 2.19. Section headings shall not affect the interpretation of these Terms.
• 2.20. 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 purchase and/or subscribe for a licence to access and use our Cloud Software and/or Hardware services.
• 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. 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.
• 3.3. We reserve the right to suspend or terminate your subscription and your access to our Services if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.
• 3.4. 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 endeavours to use reasonable security measures to keep the User’s personal data highly confidential and protect the User against unauthorised access to their account, account information, and any data which may be stored by the Company Cloud Software. 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 unauthorised 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 a Data Processor, can only process data currently stored on the Cloud Software. Any data permanently modified or deleted from the Cloud Software 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 organisational 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 minimisation, 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 indemnified 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). Grafterr shall ensure that adequate technical and organisational 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 Cloud Software. Grafterr will not be able to retrieve any old data previously modified or deleted from the Cloud.
• 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 unauthorised 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, unauthorised 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 organisation 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 authorised such activities or actions.
• 4.11. The user agrees to immediately notify the Company of any unauthorised 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 Cloud Software. 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 Cookie Policy .

5. Grafterr Hardware

• 5.1. The User may purchase hardware from Grafterr with or without a valid Cloud 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/. Should the User require 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.
• 5.4.1 All hardware comes flat packed with instruction manuals/guides to help the User carry out full assembly of the equipment. The Company will not be sending any engineers to carry out any installation or troubleshooting at the User’s location at any time.
• 5.5. All hardware provided by the Company includes one (1) year basic manufacturing warranty from the delivery dispatch date (Please see Section 20 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 Cloud Software, 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. Cloud Software

• 6.1. The User can purchase our Cloud Software (the “Software”) licence subscription with or without hardware provided by Grafterr. Should the User decide not to purchase hardware from Grafterr, the User agrees that they have access to hardware fully compatible with our Software. Where the User does not purchase our hardware, the Company shall not be held responsible if the Software fails to work. The Company is not responsible for ensuring the User’s hardware compatibility to our Software.
• 6.2. Our Software requires a suitable, fast, stable and reliable internet connection to ensure full and effective functionality. Grafterr recommends the use of wired internet connection for better connectivity, although this recommendation does not guarantee the performance of the User’s internet provider.
• 6.3. The Software is provided on an "as is" and "as available" basis. The Software is provided without warranties of any kind, whether express or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. The use of the Software is at the User’s sole risk.
• 6.4. The Company shall endeavour to promptly address any technical glitches encountered while using the software, providing such glitches are brought to the Company’s attention immediately.
• 6.5. The Company, its subsidiaries, affiliates, and its licensors, do not warrant that:
• 6.5.1. The Software will meet the User’s specific requirements; or
• 6.5.2. The quality of the Software, hardware and any other material purchased or obtained by the User will meet all the User’s expectations; or
• 6.5.3. The Software will always be accurate or reliable; or
• 6.5.4. The Software will be uninterrupted, timely, secure, or error-free; or
• 6.5.5. The Software is free of viruses or other harmful components; or
• 6.5.6. Any/all errors in the Software will be corrected.
• 6.6. The Software contains generic settings for all aspects including taxation, promotions and menu setup. These are customisable as per the User’s needs. It is the User’s responsibility to update all necessary “Settings” before using the Software.
• 6.7. In the event that the User is required to download any other software in connection with the Company’s Software, the User shall be unable to download and access such software unless they first agree to the licence agreement relating to that software. Use of any such software is governed by the terms of use for any such licence agreement.
• 6.8. The User shall upload all menus, promotions and all other necessary data into the Software. The Company solely provides guidance on the procedure of uploading data onto the Software but the User holds the responsibility to upload the data themselves.
• 6.9. All data uploaded by the User onto the Cloud Software 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. During the notice period of termination, the User must download all data stored on the Cloud Software for their account. Thirty (30) days after the licence subscription is cancelled, or as soon as reasonably possible thereafter, all data associated with the User’s account will be permanently deleted. The User may contact us to request a copy of their account data before it is scheduled for deletion. Any data deleted, at any time, from the Cloud Software cannot be restored.
• 6.10. 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 their Account Manager 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.
• 6.11. In the event of an internet connection malfunction, Grafterr can run certain Software features offline. During such times, all data shall be stored on the User’s hardware. However, the User needs to connect to the internet within thirty (30) days of the start of offline trading in order to transfer all data stored on the device to the Cloud Software. If no internet connection is established within thirty (30) days of the start of offline trading, all or some data will be lost and/or the system may stop working.
• 6.12. 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.
• 6.13. 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.
• 6.14. 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.

7. Licence Subscription Fees

• 7.1. The Company has several pricing options, subscription levels and minimum fixed-term contract lengths (12/24/36 months) depending on the User’s requirements. Before making any purchase, we recommend exploring alllicence subscription levels , minimum fixed-term pricing options and limitations. The User shall select a subscription level based on their needs. By using the Software, the User accepts the terms and limitations of the selected subscription level and this Agreement.
• 7.2. All users who sign up directly for any paid Grafterr Software licence subscription via https://www.grafterr.com/, and do not speak with a Grafterr Sales representative, automatically accept the monthly/annual cost specified for the chosen subscription on a rolling monthly/annual basis. The subscription will continue until cancelled with a 30-days notice as per Section 22.
• 7.3. Alternatively, Users can request a quotation via the website and a dedicated Grafterr Product Guru will be in contact to discuss and generate a “Quotation” in writing to the User’s email address as specified on their account information. Users who have gone through the quotation process will receive a specific licence subscription package, which may include a minimum fixed-term period (12/24/36 months), based on the discussion with our Product Gurus. By using the Software, the User accepts the terms of the Quotation and this Agreement.
• 7.4 The Minimum Fixed-term Period Start Date may differ from the Effective Date of this Agreement. For instance, the Sales Proposal may specify a payment-free period before the first license subscription payment is due, or the opening date for the User’s location may be set at a later time.
• 7.4.1. The User acknowledges that they entered into this legally-binding Agreement on the Effective Date and agrees to complete the full minimum-term period starting from the Minimum Fixed-term Period Start Date.
• 7.4.2. The period between the Effective Date and the Minimum Fixed-term Period Start Date does not grant the User the right to terminate this Agreement without penalty. Any termination request during this period will be governed by Section 31.3.
• 7.5. If the User has multiple locations to be serviced by Grafterr, the User should contact Grafterr to negotiate a fixed monthly or annual licence subscription fee per serviced location.
• 7.5.1. The Parties shall agree on different prices for individual locations depending on the User’s Software and Hardware requirements in each location. Should all existing and new locations have the same Software and Hardware requirements, a fixed price per location will be provided. Should the User wish to add a new location with different service requirements, the User needs to contact their Account Manager and obtain a separate quotation and order form for the new location. The new location’s monthly or annual licence subscription fee shall automatically become chargeable under this Agreement. There will be no need for a new agreement to be signed by the Parties, unless any new locations are a separate business entity.
• 7.5.2. The total monthly or annual licence subscription fee payable by the User shall be the sum of the fixed monthly or annual licence subscription fees for all individual locations and will be detailed in your order form.
• 7.5.3. The User accepts the terms and limitations of the selected subscription level for each location and this Agreement.
• 7.6. In addition to the total monthly or annual licence subscription fee payable, the User may incur Account Management Fees, payable at a fixed monthly/annual rate or fixed hourly rate, as agreed by the Parties, for the provision of support by Grafterr with the User’s account management. Account Management Fees shall be invoiced for payment on a one-off, monthly or annual basis, depending on subscription type. Account Management Fees are not refundable.
• 7.7. The User shall pay the selected monthly/annual subscription fee, if any, for the Software provided by Grafterr on the same date of each calendar month/year, unless cancelled as per the Cancellation Policy in Section 22.
• 7.8. 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.
• 7.9. If the User’s payment fails during a minimum fixed-term period and no payment is made within seven (7) days of initial payment failure, the licence subscription will be suspended, and all software products deactivated, pending full payment. A failed licence subscription payment does not warrant a termination of this Agreement and full monthly/annual licence subscription fee will continue to be incurred for all serviced locations for the remainder of the fixed term period even if the licence subscription is suspended pending payment.
• 7.10. If the User’s payment fails once the minimum fixed-term period has expired and the contract has continued on a rolling monthly/annual basis, and no payment is done within seven (7) days of initial payment failure, the licence subscription will be cancelled, resulting in all software products being deactivated, and data associated with it will be deleted permanently from the Cloud after thirty (30) days of the initial payment failure.
• 7.11. To prevent service disruption, Grafterr may charge any available secondary payment method on file if the User's default licence subscription payment method fails.
• 7.12. Where the User receives access to any of our digital ordering or platform services without paying a set monthly subscription cost, the User acknowledges that "Pay at counter" and "Pay on collection" options will not be available. Grafterr Pay will be the default payment option. Grafterr Pay should not be deactivated or removed as the default payment type, if "Pay at counter" and/or "Pay on collection" options are available.
• 7.13. The User agrees to a Minimum Monthly Service Charge (MMSC) of £30 + VAT for each digital ordering and/or platform service on a £0 monthly subscription pricing model. The MMSC is irrespective of any licence subscription payment for any other Grafterr Service.
• 7.13.1. The User will be charged the difference between the total net revenue earned by Grafterr from order processing and the MMSC, if the revenue earned in any given billing period from a £0 monthly subscription digital ordering or platform service is less than the MMSC. For example, if Grafterr’s revenue from the User’s self-service kiosk for the month is £20, then Grafterr will charge the User a MMSC of £10.
• 7.13.2. The MMSC will not apply if the total net revenue earned by Grafterr from order processing from a £0 monthly subscription digital ordering service in any given billing period exceeds the agreed MMSC.
• 7.13.3. Billing will be processed on the first Monday of the month for the previous calendar month. Any applicable MMSC fees will be charged directly to the User’s Merchant Account and deducted from their payout balance.
• 7.13.4. Grafterr may review and adjust the MMSC amount upon prior written notice to the User
• 7.14. Grafterr reserves the right to charge statutory interest and fees for all unpaid invoices/licence subscription fees and pursue debt recovery and/or legal actions as deemed necessary.
• 7.15. Grafterr reserves the right to suspend an active User’s account and to deactivate all software products in the event that (a) the User raises any chargebacks with their bank with regards to any licence subscription payments, or (b) files a court claim against Grafterr for any reason, while still using our Services.
• 7.15.1. All Services will remain deactivated until the User has clarified the reason for their dispute/claim and/or the dispute/claim is settled.
• 7.15.2. Grafterr reserves the right to seek financial recovery through legal action for any losses incurred from disputed bank chargebacks related to license subscription payments. This includes the recovery of associated dispute resolution fees and legal fees, should we have reason to believe that the bank's decision in favor of the User was incorrect.
• 7.16. Should the User run out of Cloud data storage, the User can either upgrade their licence subscription or download all/some data onto a secure device and delete it from their Cloud. The User acknowledges and accepts that any deleted data from their Cloud cannot be retrieved.
• 7.17. The User may Upgrade or Downgrade their subscription at any time via the Subscription tab on their online customer account, providing that any applicable minimum fixed-term period has expired already.
• 7.17.1. Annual subscriptions may be upgraded or downgraded by giving us one calendar month notice.
• 7.17.2. 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’s notice.
• 7.17.3. 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.
• 7.17.4. 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.
• 7.17.5. Downgrade option is not applicable if the User has subscribed to the lowest subscription level provided by Grafterr.
• 7.17.6. 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.
• 7.18. Licence subscription Downgrades are not available during a minimum fixed-term period. However, the User may renegotiate the cost of their subscription in order to Upgrade their licence subscription during a minimum fixed-term period. Following any Upgrades, the minimum fixed-term period remains the same, unless otherwise stated in an accompanying order form.
• 7.19. The fees charged by the Company for use of the Software and/or Hardware are subject to change (a) after the first twelve (12) months of the subscription for subscriptions on a rolling monthly/annual basis; or (b) annually upon expiration of any minimum fixed-term period. The Company reserves the right to increase the subscription fee 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.
• 7.19.1 The Company will endeavour to notify the User at least 30 days prior to increasing the subscription fees.
• 7.19.2 The User’s continued use of the Software will be deemed acceptance of the renewed terms of payment.
• 7.19.3 The User may choose to re-negotiate the cost of their licence subscription by contacting their Account Manager to explore all available pricing options at the time.
• 7.19.4 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 22. Should the User wish to re-subscribe after their subscription has been cancelled, a new Quotation and Terms shall be generated.
• 7.20. 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.
• 7.21. 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.
• 7.22. This Section 7 is not applicable to Users with a Quotation for a “Free Subscription” (please refer to Section 8).

8. Free Subscription for Charities and Non-profit Organisations

• 8.1. Non-profit organisations may apply in writing, via email or post, to Grafterr to receive a licence to access our Cloud Software services free of charge for an extended period of time, up to a maximum of three (3) calendar years.
• 8.2. The User understands and agrees that the Company in its sole discretion reserves the right to accept or reject any applications for “Free Subscription”, in whole or in part, notwithstanding prior receipt by the User of notice of acceptance of this subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the User an applicable Quotation and an executed copy of this Agreement. If this subscription is rejected in whole, or the offering of “Free Subscription” is terminated by the Company for any reason, the User reserves the right to opt in for a paid licence subscription as per Section 7.
• 8.3. Should the User run out of Cloud data storage, the User can either upgrade their licence subscription or download some/all data onto a secure device and delete it from their Cloud. The User acknowledges and accepts that any deleted data from their Cloud cannot be retrieved. For any request to upgrade a “Free Subscription”, the Company may request the User to contribute towards the cost of the upgrade. Any such request shall be made by the Company in its sole discretion and a Quotation shall be provided to the User. The User reserves the right to withdraw an upgrade request should the additional cost be a financially unfeasible expense to the User, in which case, the User shall need to download some/all data onto a secure device and delete it from their Cloud to free-up storage.
• 8.4. Should a ‘Free Subscription’ last the maximum of three (3) calendar years, a new application will need to be submitted for review by Grafterr as per the criteria set out in Section 8.2.
• 8.5. Grafterr reserves the right to cancel the User’s ‘Free Subscription’ by giving thirty (30) days written notice, should this subscription become financially unfeasible for Grafterr to support.

9. Franchising and New Locations

• 9.1. The User, agrees that during any minimum fixed-term period of this Agreement, all new business locations and/or new franchisees must purchase a subscription from Grafterr for use of Point-of-Sale, Online and Digital Ordering Services on a pre-agreed or new subscription cost. Franchisees may incur additional subscription costs should they require additional services outside of the quote provided.

10. Web Ordering Services

• 10.1. Grafterr provides a web ordering system through an iFrame which comes with a URL and this URL cannot be changed.
• 10.2. Where the User already has their own existing website, the User shall incorporate the iFrame into their business website.
• 10.3. Should the User not have a website, as a gesture of goodwill, Grafterr could provide ‘Pre-build’ free website templates for the User to choose from for their business purposes. However, Grafterr does not guarantee the availability of a range of templates, nor their alignment with the User's requirements and expectations. The Company is unable to undertake any customizations to the website templates, and the User is under no obligation to utilise them.
• 10.4. Where the User has their own website, domain, and/or hosting services, the User is solely responsible for implementing all necessary configurations to enable the integration of Grafterr’s web ordering system. This may include, but is not limited to, embedding via iFrame, updating DNS records, adjusting domain or hosting settings, and ensuring SSL certificates are valid and properly configured.
• 10.4.1 While Grafterr will make reasonable efforts to guide the User in identifying required updates, the Company is under no obligation to provide technical support or to carry out these changes on the User’s behalf.
• 10.4.2 The User is responsible for obtaining and maintaining a valid SSL certificate for their domain at their own cost. Grafterr does not manage, renew, or monitor the User’s SSL certificates. If the User requests Grafterr’s assistance with SSL certificate procurement or renewal, this may be provided as a billable service at a pre-agreed rate. Please contact your Account Manager for details on pricing.
• 10.4.3 It is the User’s responsibility to ensure all necessary updates are applied accurately and in a timely manner to enable full functionality of our online ordering system. For data protection and security reasons, Grafterr will not have access to the User’s own website, domain and/or hosting control panels.
• 10.5. Where the User does not already have any domain and hosting, Grafterr could provide a free domain, subject to name availability, and provide free domain hosting at our servers. The User has an obligation to provide necessary information, such as business description, contact details, terms and conditions, refund policy and privacy policy, and keep this information accurate, current and complete.
• 10.6. If the User utilises one of our pre-build website templates hosted on our servers, upon request, Grafterr shall provide the User direct access to the website hosting control panel. Any necessary amendments to the website content, design, images and graphics shall be done by the User.
• 10.7. Grafterr shall make reasonable efforts to complete any necessary background work, including but not limited to menu setup, online ordering activation, website configuration, and app integration, to enable web ordering as promptly as possible. However, Grafterr makes no representations or guarantees regarding the availability of web ordering services within a specific timeframe, as external factors such as verification processes and domain configurations may impact the timeline.
• 10.8. Grafterr’s web ordering services are only available using Grafterr Pay for payment processing, unless the User is on an Ultimate or Enterprise subscription package.
• 10.9. Grafterr shall (a) delete all data associated with the User’s web ordering platform and (b) un-publish the website, thirty (30) days after the licence subscription is cancelled or this Agreement is terminated, or as soon as reasonably possible thereafter.
• 10.10. This Section 10 is applicable to Users with a subscription to our Web Ordering software services.

11. Mobile Apps Ordering Services

• 11.1. Grafterr provides mobile apps for Google Play Store and Apple Store, specifically tailored for compatibility with mobile devices. These mobile apps are with “Pre-built” designs and no customisations are undertaken.
• 11.2. Grafterr’s mobile apps ordering services are only available using Grafterr Pay for payment processing, unless the User is on an Ultimate or Enterprise subscription package.
• 11.3. If the User wishes to submit an app(s) for publication via their own Google and Apple accounts, the User is free to do so independently. As per Data Protection regulations, Grafterr will not have access to the User’s own mobile apps control panels.
• 11.4. If the User does not have their own Google and/or Apple accounts or chooses not to utilise them, the User may opt to submit the app(s) for publication on the Google Play Store and/or Apple Store through iHybrid Limited’s business account. In such scenarios, the User has an obligation to provide necessary information, such as business description, app description, terms and conditions, refund policy and privacy policy, and keep this information accurate, current and complete.
• 11.5. iHybrid Limited does not have any control over the app approval process. Google Play Store and Apple Store reserve the right to evaluate and approve application submissions at their sole discretion. Their policies are subject to change without prior notice, and submissions may be rejected for any reason. In the event of rejection, the User shall provide necessary information and evidence as requested by Google Play Store and/or Apple Store for the purpose of re-submitting the application(s).
• 11.6. Google Play Store and Apple Store usually take up to seven (7) business days to approve apps. These timelines are subject to change at any time and iHybrid Limited holds no control.
• 11.7. The User shall be responsible for any necessary amendments to the content, design, images, and graphics of the mobile app(s).
• 11.8. Grafterr shall (a) delete all data associated with the User’s mobile apps ordering platform and (b) un-publish the mobile app from the Google Play Store and/or Apple Store, thirty (30) days after the licence subscription is cancelled or this Agreement is terminated, or as soon as reasonably possible thereafter.
• 11.9. This Section 11 is applicable to Users with a subscription to our Mobile Apps Ordering software services.

12. QR Code Ordering Services

• 12.1. Grafterr provides a QR Code ordering platform which comes with a URL and this URL cannot be changed.
• 12.2. Our QR Code platform designs are “Pre-built” and we do not undertake any customisations
• 12.3. Grafterr’s QR Code ordering services are only available using Grafterr Pay for payment processing, unless the User is on an Ultimate or Enterprise subscription package
• 12.4. The User is obliged to provide necessary information, such as terms and conditions, refund policy and privacy policy, and keep this information accurate, current and complete, to enable Grafterr to develop a QR Code for ordering purposes.
• 12.5. Any necessary amendments to the QR Code content, design, images and graphics are the responsibility of the User.
• 12.6. Grafterr shall provide a QR Code in JPEG or PNG format which will be sent through email. The User is responsible for printing their own stationery and/or marketing materials to advertise the QR Code ordering system. The User may choose to purchase “QR Pucks” from Grafterr, for display in the User’s establishment to promote the QR Code ordering system. However, Grafterr shall not be providing the User with any other stationery and/or marketing materials, whether paid or for free.
• 12.7. This Section 12 is applicable to Users with a subscription to our QR Code Ordering software services.

13. Platform Fees and Platform Charges

• 13.1. Platform Fees and Platform Charges are applicable to Users who have subscribed to at least one of the following Services: Web Ordering, Mobile Apps Ordering and/or QR Code Ordering.
• 13.1.1. The User is required to integrate Grafterr Payments powered by Stripe as their Payment Service Provider.
• 13.1.2. Both Platform Fees and Platform Charges are applicable unless explicitly agreed by the Parties after the date of these Terms.
• 13.2. A Platform Fee shall be charged to the End User per transaction via the Platform, based on transaction value “Slabs”, and remitted directly to Grafterr upon the settlement of each transaction:
• Transactions up to £20.00 - £0.29
• £20.01 to £30.00 - £0.39
• £30.01 to £40.00 - £0.49
• £40.01 to £50.00 - £0.59
• £50.01+ - £0.69
• 13.3. Platform Fees and Slabs may be amended as deemed necessary by the Company and Grafterr will not be obliged to notify the User of any such changes.
• 13.4. The Platform Fee shall include VAT, even if the User is not VAT registered. If an End User requires a VAT receipt for the full value of their order, the End User should contact the User for a receipt detailing the order and delivery fees, and contact Grafterr separately in writing to accounts@grafterr.com with their request for a receipt detailing the Platform Fee. Grafterr shall endeavour to provide a VAT invoice within seven (7) business days.
• 13.5. Platform Charges + VAT are payable to Grafterr by the User for each transaction processed through the Platform. Applicable Platform Charges will be communicated to the User at the Quotation stage.
• 13.6. After the first calendar year of this Agreement, and as often as deemed necessary thereafter, the Platform Charges shall be reviewed and amended at the Company’s sole discretion. Grafterr shall endeavour to notify the User in writing of any such increases as necessary.
• 13.7. The User may request Grafterr to provide data relating to Platform Fees charged. Grafterr is under no obligation to provide any such information, but if we do provide any information, it will be cumulative data for a specified period. Should Grafterr agree to provide such data, the Company shall endeavour to fulfil the request within twenty-eight (28) calendar days.

14. Grafterr Payments Powered by Stripe

14.1. Grafterr has partnered with Stripe to provide a Payment Processing service called “Grafterr Pay”. 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. This Section 14 applies only to Users who have signed up for this payment processing.

14.2. To accept payments using the App, the User is required to apply for a registration with Stripe. The User may be asked to provide certain documents, including, but not limited to, identity documents, business registration documents and address proof. If the User (irrespective of whether the User is a business or an individual) is rejected by Stripe to accept the payments, the User will unable to use Grafterr Pay. Grafterr has no control over Stripe’s selection process.

14.3. Grafterr shall charge the User a Merchant Fee for each payment processed through the Platform based on a pre-agreed fixed percentage. The Merchant Fee percentages payable to Grafterr and the money settlement frequency shall be communicated to the User during the sales/registration process or the Quotation process.Any changes to the Merchant Fees shall be communicated to the User in advance.

14.4. 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.

14.5. Grafterr shall charge the User a Payout Fee for facilitating next-day payouts through Stripe. The applicable Payout Fee shall be communicated to the User during the sales/registration process or the Quotation process. Any changes to the Payout Fees shall be communicated to the User in advance.

14.6. Grafterr shall charge the User an Active Merchant Account Fee, if any, for the upkeep of their Stripe Merchant Account. Any standard Active Merchant Account Fees shall be communicated to the User during the sales/registration process or the Quotation process. Any changes to the standard Active Merchant Account Fees shall be communicated to the User in advance.

14.6.1 For Users not in a minimum fixed-term period: An Active Merchant Account Fee will only be charged if the User processes at least one transaction through Grafterr Pay during the month.

14.6.2 For Users within a minimum fixed-term period: An Active Merchant Account Fee will be charged every month based on the total transaction volume processed via Grafterr Pay, and in line with Section 16.1.

14.7. 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.

14.8. 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 of this Agreement as per Section 31.6.6.

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

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

14.10.1. 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.

14.10.2. 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.

14.11 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.

14.12. The User is liable to settle any negative balance on their Merchant Account, regardless of the nature of the negative balance (including but not limited to, refunded transactions and/or bank chargebacks, etc.) even if the User has stopped using Grafterr Pay or terminated their agreement with Grafterr.

• 14.12.1.If the User's Merchant Account has a negative balance, Grafterr reserves the right to charge any of the User's payment methods on file if the balance is not settled within 7 days. If this payment fails, Grafterr will email the User a payment link and request a payment within seven (7) calendar days.
• 14.12.2. If the negative balance remains unpaid after 14 days, the Company will apply interest on the outstanding amount at a daily rate of 8%. If the negative balance remains unpaid after 30 days, the Company will begin debt recovery and/or legal proceedings to recover the unpaid amount, including interest and statutory fees. Interest will continue to accrue at 8% per day.

14.13. Users are responsible for understanding Stripe’s dispute and fraud processes, including applicable fees and best practices for identifying potential fraud. More information is available at https://stripe.com/docs/disputes#managing-and-preventing-disputes

14.13.1 A dispute (also known as a chargeback) occurs when a cardholder challenges 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. This dispute fee amount is subject to change at Stripe’s discretion, and Grafterr is not responsible for notifying Users of such changes.

14.13.2 The User has full responsibility and liability for all payment disputes. The User should decide whether to counter a dispute and provide supporting evidence to our Compliance Department via email. This evidence is submitted via Stripe, to their financial partners for review. There is no guarantee that the evidence will be deemed sufficient to counter the claim.

14.13.3 If the User fails to submit evidence by the deadline, the cardholder automatically wins the dispute and retains the funds, and the £15.00 dispute fee is non-refundable. If you choose to counter the dispute, an additional £20.00 dispute counter fee will apply. If the dispute is resolved in the User’s favor, both the £15.00 dispute fee and the £20.00 dispute counter fee will be refunded. However, if the counter dispute is unsuccessful, the full £35.00 in fees remains non-refundable.

14.13.4 All costs associated with the dispute resolution process shall be borne by the User. Additionally, the User agrees to indemnify the Company against any payment disputes and related costs incurred during the resolution process. By using any Payment Processing services, the User acknowledges and accepts that they do so at their own risk.

14.14. Sections 14.12 and 14.13 shall survive the termination of this Agreement indefinitely.

14.15. If Grafterr's partnership with Stripe is terminated, Users must switch to another integrated provider to continue using Grafterr Payments for online ordering, contactless table ordering, self-checkout ordering, etc. 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 to the new payment service provider or cancel any Grafterr services. Grafterr will endeavour to ensure a smooth transition.

15. Grafterr Payments with Other Third-Party Payment Service Providers

15.1. The Company’s Software supports Payment Processing with certain third-party partners (payment service providers) approved by Grafterr, including WorldPay, EVO, PaymentSense, and Sumup. It should be noted that Grafterr is not a Payment Service Provider, and is not regulated by FCA as a payment service provider, rather merely an integrator of payment processing tools. The User acknowledges and agrees that using any form of Payment Processing is at the User’s own risk.

15.2. Online ordering, QR code ordering, and self-checkout ordering systems provided by Grafterr, are not available with third-party payment service providers, unless the User is on an Ultimate or Enterprise subscription package.

15.3. The User should take into consideration the cost, flexibility, and speed offered by each payment service provider before deciding which payment service provider will be best suited to the User’s business. Unless otherwise stated in a quotation, or any other documents in the Appendix of this Agreement, the Company shall not be guiding the User in the selection process. The User can request the Company to provide a list of all integrated payment service providers at any time.

15.4. Company payment processing partners may change from time to time or withdraw integration with or without prior notice. In such cases, the customer shall need to switch to another integrated provider to continue using Grafterr Payments for online ordering, contactless table ordering, self-checkout ordering, etc.

15.5. Payment Processing can only be activated when the User enters their login credentials (merchant key) onto the POS terminal.

15.6. 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 cannot assist with any payment processing issues, including, but not limited to, fraudulent transactions, bank chargebacks and login issues. The User shall direct such issues to their bank/merchant account provider.

15.7. 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 of this Agreement as per Section 31.6.6.

15.8. Other than as specified in Section 15.2, should the User work with a Payment Service Provider not integrated into the Company’s ePOS Software, the User shall need to manually enter all payment details onto the merchant card terminal.

15.9. This Section 15 applies only to Users who have opted for Grafterr Payments processed by a third-party partner other than Stripe.

16. Exclusivity During a Minimum Fixed-term Period

16.1. “Exclusivity” refers to the agreement between the Parties that Grafter shall be the sole supplier of any digital ordering services licensed to the User, as well as payment processing tools, for the entire duration of the minimum fixed-term period. This includes, but is not limited to, Self Kiosk, Web and Mobile Ordering, QR Ordering, and the use of Grafterr Pay for payment processing. During the minimum fixed-term of this Agreement, the User shall not seek or procure such services from any third party.

16.2. In the event that the User breaches the provisions set forth in Section 16.1, the following consequences shall apply:

16.2.1. Grafterr reserves the right to claim damages for any direct, indirect, incidental, and consequential losses suffered as a result of the breach. This includes claims for loss of revenue that would have been payable to Grafterr for the remainder of the minimum fixed-term period had the breach not occurred.

16.2.2. Grafterr is entitled to seek injunctive relief to prevent further breaches and to enforce the terms of this Agreement.

16.2.3. The User shall be responsible for all reasonable costs and legal fees incurred by Grafterr in enforcing our rights under this Agreement

17. Customer Support Services

17.1. All queries, requests and/or issues shall be directed to the Company Customer Support Team for review. The Customer Support Team, which includes the Technical Support Team, is operational on a 24/7 basis. In the event of any unforeseen disruption to the telephone and/or Internet connection with the Customer Support Team, the operation times may be reduced. The Company shall endeavour to minimise the effect of any such disruption onto the Customer Support Team operations.

17.2. 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.

17.3. 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.

17.4. The User shall receive technical support in case of any issues with the Company’s software and or hardware within 24 hours of sending a request through telephone or email at 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.

17.5. Telephone technical support (+44 131 564 1559) is available to the User in line with the User’s subscription specifications. Telephone technical support is accessible to the User only if it is explicitly included in the cost of the monthly/annual subscription. The user must select a package that incorporates telephone technical support to utilise the service.

17.6. Remote training on the use of Cloud Services can be arranged upon the User's request, subject to reasonable timeframes and the availability of Company engineers. Repeat training sessions may incur an additional cost to the User. Any associated costs and the payment process will be communicated to the User in advance.

17.7. 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.

17.7.1. The User is 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.

17.7.2. 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.

17.7.3. 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.

17.8. 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.

18. Third-Party Licensing, Tools, and Integrations

18.1. 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.

18.2. The Company has integrated the Google Maps API for address lookup functionality, allowing Users to find addresses using a postcode. This feature is useful for tasks such as taking orders, registering customers, and managing loyalty programs. The Company has no control over the accuracy of these address records and thus holds no responsibility or liability for any inaccuracies. The Company provides the User with one thousand (1,000) address lookups free of charge every month. Any additional address lookups will incur an extra charge, as specified in the User’s subscription level or Quotation, and will be added to the following month’s subscription charges.

18.3. To enhance the Software usage, the company has integrated third-party tools such as Deliveroo, Deliverect, MailChimp, Message Bird, SendGrid, Twilio, Xero, and many others. If the User wishes to use services from any integrated third-party tools, they must subscribe to these services directly from the respective providers. The Company holds no responsibility for pricing, tool-performance and disputes related to third-party tools. Should the User already have a subscription with any of the integrated third-party tools, the User may sync their third part account with the Software.

18.4. Third-party tools and/or integrations may change with or without prior notice to Grafterr and/or the User. 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 the withdrawal of any third-party tools and/or integrations with or without prior notice.

18.5. The User can request the Company to provide a list of all third-party tools and integrations at any time.

19. Hardware Refunds Policy

19.1. Upon submitting your order details, you are making a binding 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. We are not obliged to provide a reason for refusing the order.

19.2. We aim to dispatch all orders within 1 working day of receipt of full payment. Once a hardware order has been dispatched, it is not possible to cancel your order and request a refund. You must notify us immediately if you decide to cancel your order, by phone or email to our Customer Success Team, and quote your order number.

19.3. 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.

19.4. Upon dispatch of an order, you 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 you, or delays in the refund process in cases where a claim needs to be submitted to the courier for a lost parcel.

19.5. In the unlikely event that we deliver the wrong hardware item, you have the right to either:
19.5.1. Reject the delivery of the wrong item and receive a full refund for the missing item; or
19.5.2. 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.
19.5.3. 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.

19.6. Users should check that all ordered items/components are present upon delivery. If an item is missing, the User must report the issue to Grafterr within 7 days of delivery. We will make every effort to investigate and resolve the matter promptly. Any claims made after the 7-day period will be denied.

19.7.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.

19.8. 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.

19.9. 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.

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

19.11 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.

20. Hardware Warranty Returns

20.1. 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.

20.2. 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.

20.3. 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.

20.4. 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.

• 20.4.1. The replacement equipment may be a refurbished item with the same or better technical specification of the original hardware.
• 20.4.2. Upon replacement, the warranty remains one (1) year from the initial delivery dispatch date, not from the dispatch date of the replacement item.

20.5. 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.

20.6. 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.

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

• 20.7.1. The User’s or staff’s misunderstanding or improper use of the system; or
• 20.7.2. Lack of compatibility with third-party items/systems; or
• 20.7.3. The equipment has been configured, personalised and/or used; or
• 20.7.4. The product is a surplus to the User’s requirements; or

20.7.5. Operational issues due to the User’s unstable or insufficient internet connection; or

20.7.6. The User has accidentally damaged the item after delivery; or

20.7.7. The User has misused the item and damaged it; or

20.7.8. The User has tried to open or tamper with the hardware in any way; or

20.7.9. Any environmental issues beyond the Company’s control; or

20.7.10.Bankruptcy of the User’s business.

20.8. 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.

20.9. 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.

21. Formal Complaints Procedure

21.1. 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 reasonable time. The Company shall use the following Complaints Procedure with regards to any issues not related to hardware malfunctioning:

21.1.1 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/uk/contact-us

21.1.2.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 to investigate the complaint, in what timescales an official response can be expected and from whom.

21.1.3. 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/

29. Representation

29.1. 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.

29.2. 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 authorizations or consents to access and use the Services. Thus, if you are an individual (e.g., employee or consultant) acting on behalf of an organization, you represent and warrant that you have obtained all necessary authorizations or consents (i.e., you must be an authorized representative) to accept these Terms on behalf of such Organization so that, in addition to yourself, such Organization is bound by these Terms.

30. Severance

30.1. 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.