This Customer Agreement (the “Agreement”) sets out 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 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.
These terms were last updated on 24th January 2022.
7.1. The Company has several pricing options and subscription levels depending on the User’s requirements. The User shall select a subscription level based on their needs and Grafterr shall generate a “Quotation” in writing to the User’s email address as specified on their account information. By using the Software, the User accepts the terms of the Quotation and this Agreement.
7.2. All grafterr hardware purchased via our website directly shall automatically qualify for an “grafterr Freemium” license subscription to our Cloud Software.
7.2.1. Once the User has completed the full payment and registration process, the User shall receive full access to the User’s online customer account where, under the Subscription tab, they can view and select the “grafterr Freemium” subscription option and/or compare all other license subscription levels and upgrade to a subscription level based on their needs.
7.2.2. No payment card details will be necessary to start using our “grafterr Freemium” subscription as there is no monthly/annual cost associated with this subscription level. All other subscription levels require the User to input their card details and initiate payments via Direct Debit or credit/debit card recurring.
7.2.3. The “grafterr Freemium” subscription has specific limitations on functionality, orders processed and number of POS terminals. By using the Software, the User accepts the terms and limitations of the “grafterr Freemium” subscription level and this Agreement.
7.2.4. Users with non-Grafterr hardware, who download the Software application via the Google Play Store, shall receive “grafterr Freemium” subscription automatically. We recommend researching all subscription levels and pricing options on our website before downloading the application. The User can change their subscription level via the Subscription tab on their online customer account.
7.3. Alternatively, Users can request a quotation via the website and a member of our dedicated Grafterr Product Gurus shall 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 license subscription package, based on the discussion with our Product Gurus, and will not receive access to “grafterr Freemium”. By using the Software, the User accepts the terms of the Quotation and this Agreement.
7.4. 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 20.
7.5. Based on the User’s current license 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.
7.6. If the User’s payment fails and no payment is done within seven (7) days of initial payment failure, the license 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.
7.7. Should the User run out of Cloud data storage, the User can either upgrade their license 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.
7.8. The User may Upgrade or Downgrade their subscription at any time via the Subscription tab on their online customer account.
7.8.1. Annual subscriptions may be upgraded or downgraded by giving us one calendar month notice.
7.8.2. 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.
7.8.3. 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.
7.8.4. 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.
7.8.5. Downgrade option is not applicable if the User has subscribed to the lowest subscription level provided by Grafterr.
7.8.6. 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.
7.9. 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.
7.9.1. The Company will endeavour to notify the User at least 30 days prior to increasing the subscription fees.
7.9.2. The User’s continued use of the Software will be deemed acceptance of the renewed terms of payment.
7.9.3. 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 20. Should the User wish to re-subscribe after their subscription has been cancelled, a new Quotation and Terms shall be generated.
7.10. 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.
7.11. 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.
7.12. This Section 7 is not applicable to Users with a Quotation for a “Free Subscription” (please refer to Section 8).
8.1. Non-profit organisations may apply in writing, via email or post, to Grafterr to receive a license 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 license subscription as per Section 7.
8.3. Should the User run out of Cloud data storage, the User can either upgrade their license 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 Quotation become financially unfeasible for Grafterr to support.
9.1. Grafterr provides a web ordering system through an iFrame which comes with a URL and it cannot be changed.
9.2. Where the User already has their own existing website, the User shall incorporate the iFrame into their business website.
9.3. Should the User not have a website, as a matter of gesture, Grafterr could provide ‘Pre-build’ free website templates for the User to choose from for their business purposes. Grafterr does not guarantee that we can provide a range of templates to choose from, nor that the templates shall meet the User’s needs and expectations for their website. The Company cannot make any customisations to the website templates. The User is not obliged to use our website templates.
9.4. Where the User has their own existing website, domain and/or hosting, the User shall make necessary updates including, but not limited to, iFrame integration, domain settings, record updates and/or any other hosting setting required to make our web ordering system live and functioning. Grafterr shall endeavour to assist the User with determining what updates may be necessary, but we are not obliged to provide any advice and/or technical assistance with any such updates, nor will we carry out any necessary updates on behalf of the User to their website, domain and/or hosting. It is the User’s responsibility to ensure all necessary updates are carried out fully and successfully to allow proper functioning of our web ordering system. As per GDPR regulations, Grafterr will not be able to access the User’s own website, domain and/or hosting control panels.
9.6. If the User opts in to using one of our pre-build website templates hosted in 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.
9.7. Grafterr web ordering platform designs are pre-built and we do not make any customisations.
9.8. This Section 9 is applicable to Users with a Quotation for a subscription to our Web Ordering software services.
10.1. Grafterr provides mobile apps for Google Play Store and Apple Store suitable for mobile devices only. These mobile apps are with “Pre-built” designs and we do not make any customisations.
10.2. If the User wishes to submit an app(s) to publish via their own Google and Apple accounts, the User is free to do so themselves. As per GDPR regulations, Grafterr will not be able to access the User’s own mobile apps control panels.
10.4. iHybrid Limited does not have any control over the app approval process. Google Play Store and Apple Store approve app submissions under their sole discretion. They may change their policies without any prior notice to anyone and may reject app submissions for any reason. If a submission is rejected, the User shall provide necessary information and evidence as requested by Google Play Store and/or Apple Store to resubmit the app(s).
10.5. Google Play Store and Apple Store usually take up to seven (7) business days to approve apps. These timelines can change at any time and iHybrid Limited does not have any control over these timelines.
10.6. Any necessary amendments to the mobile app(s) content, design, images and graphics shall be done by the User.
10.7. This Section 10 is applicable to Users with a Quotation for a subscription to our Mobile Apps Ordering software services.
11.1. Grafterr provides QR Code ordering platform which comes with a URL and this URL cannot be changed.
11.2. Our QR Code platform designs are “Pre-built” and we do not make any customisations.
11.4. Any necessary amendments to the QR Code content, design, images and graphics shall be done by the User.
11.5. Grafterr shall provide a QR Code in JPEG or PNG format which will be sent through email. The User shall print their own stationery and/or marketing materials to advertise the QR Code ordering system. Grafterr shall not be providing the User any stationery and/or marketing materials to advertise the QR Code ordering system at any time.
11.6. This Section 11 is applicable to Users with a Quotation for a subscription to our QR Code Ordering software services.
12.1. The Platform Fees Model helps Users by passing the cost of maintaining web, mobile and QR ordering technologies to the End User.
12.2. The Platform Fees Model is applicable to Users who have signed up for a subscription to at least one of the following Services: Web Ordering, Mobile Apps Ordering and/or QR Code Ordering. The Platform Fees Model requires the User to integrate Grafterr Payments powered by Stripe as their Payment Service Provider. This Model is not available with any other payment service provider.
12.3. A Platform Fee shall be charged to the End User per transaction via the Platform based on transaction value “Slabs”. The Platform Fee shall be paid directly to Grafterr at the settlement of each transaction. The below indicative Platform Fee Slabs and Platform Fee associated with each Slab shall not be changed for the first calendar year of this Agreement:
12.4. After the first calendar year of this Agreement, the Platform Fee Slabs and Platform Fee associated with each Slab shall be reviewed and increased/decreased/amended at the Company’s sole discretion. Grafterr shall not be seeking permission, consulting, or notifying the User about any amendments to the Platform Fees or Platform Fee Slabs as the Platform Fee is paid by the End User.
12.5. The Platform Fee shall have VAT included in it, even if the User is not VAT registered. If an End User requiresa 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 separately grafterr in writing email@example.com with their request for a receipt detailing the Platform Fee. grafterr shall endeavour to provide a VAT invoice within seven (7)business days.
12.6. The User may request Grafterr to provide them with data relating to Platform Fees charged. Grafterr is under no obligation to provide any such information, but if we do provide any information, it shall be accumulative data for a given period of time. Should Grafterr agree to provide such data, the Company shall endeavour to complete the request within twenty-eight (28) calendar days.
13.1. Grafterr has partnered with Stripe to provide a Payment Processing service. This section is only applicable to the Users who signed up for this payment processing.
13.2. The User shall be charged by Grafterr a Merchant Fee per payment processed via 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.
13.3. It should be noted that Grafterr is not a Payment Service Provider, and is not regulated by FCA and FSA, rather merely an integrator of Stripe payment processing tools.
13.4. Grafterr shall provide the User with a “Payment Dashboard” with minimum transaction information for easy navigation and visibility of payments processed. Should the User wish to access full reporting on paymentsand further payment information, the User should log into their Stripe Merchant Account directly at https://stripe.com/gb .
13.5. Each transaction will be settled directly into the User’s Stripe Merchant Account after deducting any Merchant Fees and any Platform Fees. Grafterr does not have access to the funds in the User’s Stripe Merchant Account.
13.6. The User may choose to refund a transaction(s) after processing the payment. Regardless of whether a payment is refunded, the User is still required to pay the full Merchant Fees for the refunded transactions. Merchant fees are non-refundable in any circumstances.
13.7. The User may be required to pass any Anti-Money Laundering checks at any time, irrespective of which payment service provider they choose. The User shall always comply with all Anti-Money Laundering statute and legislation. Any non-compliance shall constitute a breach of this Agreement and the possibility for immediate termination of this Agreement as per Section 28.4.6.
13.8. Payment Processing can only be activated when the User enters their login credentials (merchant key) onto the POS terminal and/or Grafterr Admin control panel.
13.9. Grafterr is not responsible for any issues with the payment gateway, including, but not limited to, fraudulent transactions and bank charge backs. The Grafterr Technical Support team can only assist with first line technical support and login issues, and any unresolved issues shall be passed on to Stripe. Any payment processing issues, including, but not limited to, fraudulent transactions and bank chargebacks shall be addressed to Stripe directly.
13.10. It is the User’s responsibility to familiarise themselves with all Stripe processes and fees associated with disputes and fraud, as well as best practises and guidance around identifying potential fraud. Further information, provided by Stripe, can be found athttps://stripe.com/docs/disputes#managing-and-preventing-disputes
13.10.1. A dispute (also known as a chargeback, inquiry, or retrieval) occurs when a cardholder questions a payment with their card issuer. An inquiry or retrieval is a request for more information about the charge, which may escalate to a chargeback. To avoid an inquiry or retrieval becoming a chargeback, submit any required evidence or refund the payment in full. Refunding the payment marks the inquiry or retrieval as resolved and does not incur a dispute fee.
13.10.2. To process a chargeback, 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.
13.10.3. The User has full responsibility and/or liability for all payment disputes. The User shall deal with payment disputes through their Payment Dashboard by providing necessary evidence. In most cases, Stripe does not decide the outcome of the dispute. Stripe conveys your evidence to their financial partners. Stripe’s financial partners then pass your evidence to the card issuers, if they deem it sufficient. If you do not submit evidence by the time the deadline passes, the cardholder wins the dispute and keeps the funds.
13.10.4. All costs incurred during the dispute resolution process shall be covered by the User. The User shall keep the Company indemnified against any payment disputes and costs incurred by dispute settlement. The User acknowledges and agrees that using any form of Payment Processing is at the User’s own risk.
13.11. In the event that Grafterr’s partnership with Stripe is terminated, the User shall need to switch to another integrated provider to continue using Grafterr Payments for online ordering, and/or contactless table ordering, and/or self-checkout ordering, etc. The Company shall inform the User in advance of any such termination in partnership and provide details of any new third-party payment service provider that will replace Stripe’s functionalities. The User shall have the opportunity to review any new terms and conditions deriving from the new partnership and choose to switch to the new payment service provider, or a different third-party payment service provider (please see Section 14), or cancel any Grafterr services altogether (please see Section 20). The Company shall endeavour to make the transition period and process as smooth as possible for the User and their customers.
14.1. 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 and FSA, 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.
14.2. Should the User wish to use online ordering, and/or contactless table ordering, and/or self-checkout ordering systems provided by Grafterr, the User must choose one payment service provider from the list of Grafterr approved partners. 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 the 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.
14.3. 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, and/or contactless table ordering, and/or self-checkout ordering, etc.
14.4. Payment Processing can only be activated when the User enters their login credentials (merchant key) onto the POS terminal.
14.5. Grafterr is not responsible for any issues with the payment gateway, including, but not limited to, fraudulent transactions and bank charge backs. The Grafterr Technical Support team cannot assist with any payment processing issues, including, but not limited to, fraudulent transactions, bank charge backs and login issues. The User shall direct such issues to their bank/merchant account provider.
14.6. The User may be required to pass any Anti-Money Laundering checks at any time, irrespective of which payment service provider they choose. The User shall always comply with all Anti-Money Laundering statute and legislation. Any non-compliance shall constitute a breach of this Agreement and the possibility for immediate termination of this Agreement as per Section 28.4.6.
14.7. Other than as specified in Section 14.2, should the User work with a Payment Service Provider not integrated into the Company’s grafterr Software, the User shall need to manually enter all payment details onto the merchant card terminal.
14.8. This Section 14 is only applicable to Users who have opted for Grafterr Payments processed by a third-party partner other than Stripe.
15.1. 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.
15.2. The Company uses an internal ticketing system across all support channels. All data collected via the ticketing system shall only be used for ticket prioritisation and producing reports for internal management and improvements. Any data used for internal reports shall be anonymised first. No data shall be distributed to any third party without prior consent from the User.
15.3. The customer support channels available to the User shall be dependent upon the User’s subscription level and detailed within the Quotation. In the unlikely event that a particular support channel experiences technical difficulties and becomes temporary unavailable, the User shall attempt to contact the Customer Support Team via a different support channel.
15.4. 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 firstname.lastname@example.org. For more complex issues, the request will be passed to our second line support team for resolution within 72 hours of the initial User’s request. In the unlikely event that the Technical Support Team encounters a new issue not dealt with before, the Company shall endeavour to keep the User informed on the expected timeframe for resolution and keep any disruption to the Services functionality to a minimum.
15.5. Telephone technical support (+44 131 564 1559) is available to the User free of charge for the first three (3) months of their license subscription. Should the User require telephone technical support for longer that the first three (3) months of their license subscription, this shall be charged as an additional cost to the User’s monthly/annual subscription OR shall be included in the Quotation.
15.6. Remote training on the use of the Cloud services can be provided upon request by the User, depending on reasonable timeframes and availability of Company engineers. Repeat training may be charged at an additional cost to the User. Any such cost and payment process shall be communicated to the User in advance.
15.7. 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.
15.7.1. The User shall be required to assist with troubleshooting any technical issues while being guided by an engineer remotely.
15.7.2. Should any troubleshooting require additional time for resolving, the User shall be given the option to proceed with the troubleshooting at a time more convenient to the User.
15.7.3. Should the User be required to provide remote access to their devise(s) and/or screen share with a technical support engineer, the User shall be responsible for ensuring all sensitive data is closed on their devise before remote access and/or screen share begins.
15.8. The Company Customer Support Team is currently based in India. This location is subject to change based on the Company’s sole discretion. Grafterr shall review the Customer Support Team’s location 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 Customer Support Team to a new location.
16.2. The Company has integrated Google Maps API to find addresses with a postcode. These address lookups are useful while taking orders, registering customers, loyalty management etc. The Company has no control over these records, therefore it does not hold any responsibility or liability for the accuracy of such records. The Company shall provide the User with one thousand (1,000) address lookups free of charge every month. Any additional address lookups shall be charged at an additional rate, as specified in the Quotation, and added onto the following month’s subscription charges.
16.3. To enhance the Software usage, the company has integrated third-party tools such as, but not limited to, Deliveroo, Deliverect, MailChimp, Message Bird, SendGrid, Twilio, Xero and many other. If the User wants to use the services from any integrated third-party tools, they must subscribe to services directly from the provider. The Company does not hold any 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.
16.4. 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.
16.5. The User can request the Company to provide a list of all third-party tools and integrations at any time.
17.1. Upon submitting your order details, you are making an offer to us to purchase the item(s) you have specified in your order form. We reserve the right to refuse your order should it be necessary. We will notify you if this is the case and return any payment that you have made.
17.2. You must notify us immediately if you decide to cancel your order, preferably by phone, and quote your order number.
17.2.1. If no delivery has been dispatched yet, no cancellation fee applies, and you will be issued a full refund. If the order has been dispatched for delivery already, your delivery cancellation request will be refused, and you will need to refer to the process detailed in Section 17.6.
17.2.2. If the cancellation was made in time, and once we have accepted your delivery cancellation request, we will refund or re-credit your payment card with the full amount within fourteen (14) days, which includes the initial delivery charge (where applicable).
17.3. If we can only do a split delivery (not all items from the order are available at the same time), our staff shall inform you of the expected date for delivery of the missing items. You have the right to refuse a split delivery before the order is dispatched and wait for all items to become available at the same time, or request to cancel your order and get a refund.
17.4. In the unlikely event that we deliver a wrong item of hardware, you have the right to either reject the delivery of the wrong item and you shall be fully refunded for the missing item; or request for us to replace the incorrect item with the item that you ordered, in which case, we shall send you the correct one as soon as possible.
17.5. Should any items arrive damaged in transit, the User needs to report this to Grafterr within seven (7) working days of delivery. If the packaging is visibly damaged when received, the User is required to bring this to the attention of the delivery driver who may be able to record this on their system. Should any damaged items need to be replaced, the User shall make them available for collection with original packaging including all accessories and documentation. Grafterr shall arrange the collection and process a replacement delivery.
17.6. Under the definitions given in the Consumer Rights Act 2015, and the terms of Section 1.6, the User is not classed as a “consumer” and no consumer statutory rights are applicable to this Agreement. However, as a gesture of goodwill, Grafterr operates a “7 Days Money Back Guarantee” policy for purchases of Hardware items.
17.6.1. Should you change your mind and wish to return your Hardware order, the Company shall issue a full refund for any undamaged items returned within seven (7) days of delivery, minus any delivery charges for delivery and/or returns. The item(s) returned must be unused, still in their original packaging, including all accessories and documentation, and must be in “as new” and resalable condition.
17.6.2. The Company reserves the right to refuse a full or partial refund if:
any item is not returned in its original packaging; or
any item is missing any accessories and documentation; or
the goods are in a damaged condition (any damaged equipment will be charged at full cost); or
the goods are not returned within seven (7) days of delivery.
17.6.3. Should you wish to return your goods to us, you will be responsible for the delivery costs associated with the return. Grafterr can organise a collection on your behalf, but the associated costs will be deducted from your total refund amount.
17.7. 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.
17.8. In the event of a return, any relevant refunds, credit notes or exchanges can only be made to the payment card account or the business/person that made the order originally. 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 caused.
17.9. Any amounts paid for onsite installations, product imports, support payments, postage, module integrations, repair and labour costs are non-refundable.
17.10. All costs with respect to Software sales and license subscriptions are excluded from the standard returns policy due to the considerable costs in configuration, personalization, training, and installation. These items are strictly non-refundable.
18.1. The User reserves the right to request a warranty return, by contacting the Customer Support Team, should the User feel the equipment provided by Grafterr is ‘not fit for purpose' within the one (1) year basic manufacturer’s warranty.
18.2. 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.
18.3. Should the issues not 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 shall pack the hardware in appropriate packaging to avoid any damage in transit. The Company reserves the right to charge the User for any damage caused in transit due to poor packaging.
18.4. Once the hardware is repaired, the Company shall post the repaired hardware back to the User. Should the fault be non-repairable, the Company shall send the User a replacement of the faulty hardware. Any replacement hardware may be a refurbished item.
18.5. 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 billed for cleaning at a fixed rate of £50per item.
18.6. Warranty refunds may only be offered by the Company after all endeavours have been made by the Company to resolve any arising issue/fault and no reasonable replacement equipment is available.
18.7. The company cannot process a warranty refund of hardware due to any of the following reasons:
18.7.1. The User or staff not understanding or using the system properly; or
18.7.2. Lack of compatibility with third-party items/systems; or
18.7.3. The equipment has been configured, personalized and/or used; or
18.7.4. The product is a surplus to the User’s requirements; or
18.7.5. Operational problems arising from the User’s unstable or insufficient internet connection; or
18.7.6. The User has accidentally damaged the item after delivery; or
18.7.7. The User has misused the item and damaged it; or
18.7.8. The User has tried to open or tamper with the hardware in any way; or
18.7.9. Any environmental problems that are out of the Company’s control; or
18.7.10. The User’s business goes bankrupt.
18.8. 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 on a remote basis.
18.9. 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 shall be agreed by the Company and the User, prior to any work being carried out.
19.1. 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:
19.1.1. 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
19.1.2. 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 reasonable 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.
19.1.3. 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:https://ico.org.uk
20.1. The User may request to cancel their license subscription subject to a thirty (30) days’ notice to Grafterr by contacting the Customer Support Team via email or telephone.
20.2. Should the User’s billing cycle fall 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-rota basis for any period covered by the subscription past the termination date.
20.3. During the thirty (30) days’ notice of subscription cancellation, the User shall download all data stored on the Cloud Software for their account. After the license subscription is cancelled, all account data will be permanently deleted. There is no possible way to retrieve deleted data.
20.4. The User reserves the right to withdraw their cancelation request within the thirty (30) days’ notice period and continue the licence subscription without any obstructions.
21.1. Grafterr calculates tax on each line which is sold in a transaction as a common practice in most software.
21.2. 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 total100 items, you will get £4.16 tax.
21.3. Discounts applied to tax on a transaction are taken equally from all items in the transaction (pro-rota).
21.4. 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.
22.1. The User acknowledges and accepts that the Company will be receiving financial incentives/commission from third-party providers such as leasing, finance, card processing, software tools, delivery partners, hardware tools and other providers for referring the User.
22.2. The Company shall not be notifying or disclosing to the User any such financial incentives/commission figures at any time.
22.3. The User acknowledges and accepts that the Company reserves full rights on receiving and retaining such financial incentives.
23.1. The User acknowledges and agrees that iHybrid will hold all intellectual property rights in the software and hardware including, but not limited to, copyright and trademark rights.
23.2. Under the terms of this license, 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.
23.3. The User undertakes not to challenge or do anything inconsistent with such ownership.
23.4. The User grants the Company, by using the software, a royalty-free, irrevocable, perpetual license 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.
23.5. 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.
23.6. The Company retains ownership of the software itself and reserves all rights not expressly granted to the User.
23.7. The User is not permitted to assign, sub-license, and novate or transfer these Terms or any of the rights licensed to them.
24.1. The Company does not authorise the User to do any functionality changes or integrations into the Company Software without prior consent.
24.2. The User must not:
24.2.1. Use the Software in any unlawful manner, for any unlawful or fraudulent purpose, or in any manner inconsistent with these Terms; or
24.2.2. Upload any malicious or unlawful content and/or data onto the Software; or
24.2.3. Infringe on the intellectual property rights, or those of any third party, in relation to their use of the Software; or
24.2.4. 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
24.2.5. Collect any information or data from the Software and/or Hardware or systems; or
24.2.6. Disclose or distribute information relating to another user of the Software to any third party; or
24.2.7. Use any other User's information for any marketing purposes unless they have obtained the User's express permission to do so; or
24.2.8. Access or register user logins via any automated methods.
25.1. Nothing in these Terms excludes or limits our liability for:
25.1.1. Death or personal injury caused by our negligence; and/or
25.1.2. Fraud or fraudulent misrepresentation; and/or
25.1.3. Any matter in respect of which it would be unlawful for us to exclude or restrict our liability.
25.2. Nothing in these terms and conditions will restrict any of your statutory rights.
25.3. 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:
25.3.1. The use or the inability to use the Software, hardware (in whole or in part) or any technical malfunctions; or
25.3.2. The unauthorized access to, or alteration of, your communications or data; or
25.3.3. The cost of procurement of substitute goods and services; or
25.3.4. The conduct or actions of any third party regarding the Software; or
25.3.5. Any other matter relating to the Software.
25.4. 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.
25.5. 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.
25.6. 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.
25.7. For the avoidance of doubt, nothing in Clause 22.5 shall excuse the Customer from any payment obligations under this agreement.
25.8. 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 us.
25.9. We have taken all reasonable steps to prevent Internet fraud and 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.
25.10. 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.
25.11. 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.
25.12. 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.
25.13. Other than as set out above, the Company’s maximum aggregate liability arising out of any losses for paid license 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.
26.1. 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.
26.2. 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.
27.1. 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.
28.1. The Company may decide to cease providing all parts of the Software at any time, for any foreseen or unforeseen reasons, including, but not limited to, cessation of trading or bankruptcy. Nothing in these Terms is to be taken as a guarantee that the Software will always be available, either in its current form or an updated version.
28.2. This Agreement may be terminated by either Party subject to a thirty (30) days’ written notice to the other Party via email.
28.2.1. Should the User’s billing cycle fall 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-rota basis for any period covered by the subscription past the termination date.
28.2.2. During the thirty (30) days’ notice of termination, the User shall download all data stored on the Cloud Software for their account. After the license subscription is cancelled and this Agreement terminated, all account data will be permanently deleted. There is no possible way to retrieve deleted data.
28.2.3. 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.
28.3. Grafterr may decide to terminate this agreement with immediate effect, should 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.
28.3.1. In the event of a termination under this section 28.3, Grafterr shall provide the User with an immediate verbal or written notice, and written confirmation within twenty-four (24) hours via email.
28.3.2. Once the subscription is terminated, a refund will be issued on a pro-rota basis for any period covered by the subscription past the termination date.
28.4. Either Party (the “Terminating Party”) may terminate this Agreement immediately if:
28.4.1. The other Party files for bankruptcy, receivership, insolvency, reorganisation, dissolution, liquidation, or similar proceedings; or
28.4.2. 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
28.4.3. 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
28.4.4. A trustee, conservator, receiver, or similar fiduciary is appointed for that party or substantially all of the other Party’s assets; or
28.4.5. 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
28.4.6. The other Party is found to be involved of any form of child labour, modern slavery, human trafficking, forced and bonded labour and human rights violations, money laundering or terrorist activity; or
28.4.7. The other Party breaches any of the provisions of this Agreement.
29.1. 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.
30.1. 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.