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 agree 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. At the end of the minimum fixed term, this Agreement will automatically renew for further fixed terms equal in length to the initial term, unless it is cancelled in accordance with Section 24. The subscription pricing for each renewed term will remain the same as the pricing that applied during the initial term, unless Grafterr gives prior written notice of any change. Unless otherwise agreed by the parties, all other terms of this Agreement will continue to apply during each renewed term.

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 28th May 2026.

2. Definitions and Interpretations

2.1. iHybrid Limited is a software-as-a-service and financial technology provider. Grafterr develops, hosts and makes available software applications and related technology services over the internet, including digital ordering, payment and business management tools. Grafterr does not provide 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” or “End User” means the User’s customer who purchases food or related services from the User through the 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. “Licence Subscription Fee” is the minimum monthly or annual fee, if any, paid by the User to Grafterr for access to our Cloud Software.

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

2.8. “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”.

2.9. “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 fees and delivery fees. Platform Fees do not include Merchant Fees, Platform Charges or Delivery Platform Fees.

2.10. “Platform Charge” means a fee paid by the User to Grafterr for each individual transaction processed via the Platform, excluding payment processing fees. Platform Charges may be calculated as a percentage of the transaction amount, a flat fee, or a combination of both. Platform Charges do not include Platform Fees or Merchant Fees.

2.11. “Account Management Fee” means the monthly fee, if any, payable by the User to Grafterr for additional chargeable support services provided in connection with the User’s account.

2.12. “Merchant Fee” refers to the transaction value percentage charged per transaction for any/all payments processed via Grafterr Pay and Grafterr Pay+. Merchant Fees are not Platform Fees or Platform Charges.

2.13. “Authorisation Fee” means the flat fee charged per transaction for payments processed through Grafterr Pay and Grafterr Pay+.

2.14. “Tap-to-Pay Fee” means the flat fee charged per transaction for NFC payments processed through Grafterr Pay and Grafterr Pay+ using Android or iOS devices. Tap-to-Pay Fees do not apply to contactless payments processed using Stripe or Adyen payment terminals.

2.15. “3DS Fee” means the flat fee charged per transaction for any/all Grafterr Pay and Grafterr Pay+ payments processed online with a Visa or Mastercard credit or debit card and requiring a 3D Secure (3DS) check (e.g. a PIN, biometrics, or a one-time passcode).

2.16. “Foreign Exchange Management Fee” or “FX Management Fee” means the percentage fee charged per transaction when money is converted from one currency to another, to cover the administrative cost of processing the currency exchange.

2.17. “Payout Fee” means the flat fee charged per payout to users of Grafterr Pay and Grafterr Pay+ for the provision of next-day payouts. Payout Fees may be charged monthly or daily to the merchant account.

2.18. “Volume Fee” means the monthly percentage fee charged to users of Grafterr Pay and Grafterr Pay+ based on the total transaction volume processed in the previous month.

2.19. “Volume Tier” means the pricing band or category assigned to a User by Grafterr for Grafterr Pay+ powered by Adyen based on the total value or volume of transactions processed by the User in a calendar month, or any other measurement period notified by Grafterr. Each Volume Tier may determine the Processing Fees, Payout Fees, Active Merchant Account Fees and any other charges applicable to the User. Grafterr may assign, review and change a User’s Volume Tier from time to time based on actual or expected processing volumes, information provided by the User, or updated pricing rules. A User may move between Volume Tiers automatically where its transaction volume changes.

2.20. “Active Merchant Account Fee” means the monthly fee, if any, payable by the User to Grafterr for maintaining the User’s merchant account with Stripe or Adyen. Active Merchant Account Fees do not include Payout Fees, Account Management Fees or Minimum Monthly Service Charges.

2.21. “Minimum Monthly Service Charge” or “MMSC” means the fee, if any, payable by the User to Grafterr for maintaining digital ordering and platform services provided to the User, including during periods of lower transaction volume. Minimum Monthly Service Charges do not include Payout Fees or Account Management Fees.

2.22. “PCI Compliance Fee” means the monthly fee, if any, charged to users of Grafterr Pay and Grafterr Pay+ to cover the administrative costs of supporting compliance with the Payment Card Industry Data Security Standard (PCI DSS).

2.23. “Transaction-level Processing Fees” means the collective term for Merchant Fees, Authorisation Fees, Tap-to-Pay Fees, and Platform Charges, which are deducted from each individual transaction before settlement into the User’s Merchant Account.

2.24. “Monthly Processing Fees” means the collective term for Active Merchant Account Fees, Account Management Fees, Volume Fees, Payout Fees, PCI Compliance Fees and Minimum Monthly Service Charges. Monthly Processing Fees are charged in arrears no later than the second Friday of the following month.

2.25. “Merchant Account Setup Fee” is the one-off fee, if any, charged for facilitating the creation of a Merchant Account with Stripe or Adyen.

2.26. “Cancellation Fee” means a fee that may be charged if a delivery request is cancelled after it has been accepted, assigned, dispatched, or has otherwise reached a stage at which cancellation charges apply under the Platform rules then in force.

2.27. “Delivery Fee” means the fee charged for a delivery order fulfilled through Grafterr Deliveries, as calculated by the Platform at checkout or otherwise under the pricing rules applied by Grafterr from time to time. Delivery Fees do not include Platform Fees or Delivery Platform Fees.

2.28. “PIN Code” means a code or similar verification method used for meet-at-door orders to confirm handover of an order to the recipient.

2.29. “Return Trip Fee” means a fee that may be charged if an order needs to be returned to the merchant or another approved return location. Return Trip Fees will be charged on the same basis as the original Delivery Fee, unless Grafterr states otherwise.

2.30. “Wait Time Fee” means a fee that may be charged if a courier is required to wait at the collection point or delivery address for longer than the time allowed under the Platform rules then in force.

2.31. “Connected Account” means a user account integrated with Grafterr Pay powered by Stripe, where the User has agreed to the applicable Stripe Connected Account Agreement.

2.32. “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.

2.33. “Confidential Information” means any information or material, whether written, oral, visual, digital or in any other form, that is marked as confidential or proprietary, or that a reasonable business person would understand to be confidential by its nature. This includes information relating to a party’s or its Group’s business, operations, products, trade secrets, methods, potential products or services, processes, customers, business relationships, marketing materials, plans, ideas, research data, development, costs, technologies, financial information and pricing.

2.34. “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.

2.35. Section headings are for convenience only and do not affect interpretation.

2.36. 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 and 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 new hardware supplied by the Company includes a one (1) year basic manufacturer’s warranty from the original dispatch date. Refurbished devices are supplied with a six (6) month warranty from the original dispatch date. (Please see Section 22 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 is intended to remain compatible with then-current versions of the Cloud Software, and any other supported software, for the normal operational life of that Hardware. However, after the expiry of the one (1) year basic manufacturer’s warranty, the Hardware may in time become obsolete or no longer supported. Grafterr will use reasonable efforts to give the User notice if it stops providing technical support or software updates for a particular Hardware model or version.

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 all licence 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 24.

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 33.3.

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 24.

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 for a rolling monthly/annual subscription fails, 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", "Pay on collection" and “Pay on Delivery” options will not be available. Grafterr Pay or Grafterr Pay+ will be the default payment option. Grafterr Pay and Grafterr Pay+ should not be deactivated or removed as the default payment type, if "Pay at counter", "Pay on collection" and/or “Pay on Delivery” 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 24. 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 customisations 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 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.

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 or 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 applies only to Users who subscribe to Grafterr’s 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 or 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 applies only to Users who subscribe to Grafterr’s 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 or 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 applies only to Users who subscribe to Grafterr’s 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

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 Pay Powered by Stripe

14.1. Grafterr has partnered with Stripe to make payment processing services available through “Grafterr Pay”. Grafterr is not itself a payment service provider and does not provide regulated payment services. Grafterr only provides an integration with Stripe’s payment processing tools. For the avoidance of doubt, Grafterr is not regulated by the Financial Conduct Authority as a payment service provider. This Section 15 applies only to Users who have signed up to use Grafterr Pay powered by Stripe.

14.2. To use Grafterr Pay powered by Stripe, the User must successfully apply for and maintain registration with Stripe. As part of that process, the User may be required to provide information and documents including proof of identity, business registration details, proof of address and any other information reasonably requested by Stripe or Grafterr. If Stripe rejects the User’s application, suspends the User’s account, or refuses to provide payment processing services to the User, the User will not be able to use Grafterr Pay powered by Stripe. Grafterr has no control over Stripe’s onboarding, approval, monitoring or account review decisions.

14.3. The User must comply with Stripe’s applicable terms, policies, operating rules, onboarding requirements, compliance checks and technical requirements, as updated from time to time. The User is responsible for reviewing those terms and requirements and for ensuring that its use of Grafterr Pay powered by Stripe complies with them.

14.4. 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.

14.5. 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.

14.6. 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.

14.7. 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.

14.7.1. For Users who are not in a minimum fixed term, an Active Merchant Account Fee will only be charged for a month in which the User processes at least one transaction through Grafterr Pay.

14.7.2. For Users who are in a minimum fixed term, an Active Merchant Account Fee may be charged each month in accordance with these Terms, including Section 17.1, whether or not the User processes transactions during that month.

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

14.9. The User may be required to complete anti-money laundering, know-your-customer or similar compliance checks at any time and must comply with all applicable laws, regulations and requests relating to those checks. Failure to do so is a material breach of this Agreement and may result in immediate suspension or termination of the User’s access to Grafterr Pay powered by Stripe and, where applicable, this Agreement.

14.10. Payment processing can only be activated once the User has completed the required setup steps and entered the relevant credentials, keys or account details into the POS terminal, Grafterr Admin control panel, or any other Grafterr interface used for this purpose.

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

14.11.1. 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.

14.11.2. 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.

14.12. Grafterr is not responsible for payment gateway issues, fraud events, chargebacks, issuer decisions, banking system failures, payment network issues or any act or omission of Stripe or any bank, card scheme or payment intermediary. Grafterr’s Technical Support team can only assist with first-line technical support and login issues. Unresolved issues will be referred to Stripe.

14.13. The User is responsible for all transactions processed through its account, including fraudulent transactions, disputes, chargebacks, refunds, reversals, scheme fees, penalties and other losses or costs connected with those transactions.

14.14. The User must promptly pay and clear any negative balance on its merchant account, regardless of how that negative balance arises, including from refunds, reversals, chargebacks, fees, penalties or adjustments. This obligation continues even if the User stops using Grafterr Pay powered by Stripe or this Agreement ends.

14.14.1. If the User’s merchant account has a negative balance that is not cleared within 7 days, Grafterr may charge any payment method held on file for the User for the amount due. If that payment fails, Grafterr may send the User a payment link or invoice and require payment within a further 7 calendar days.

14.14.2. If any negative balance remains unpaid after 14 days, Grafterr may charge interest on the overdue amount at the rate of 8% per year above the Bank of England base rate, accruing daily, or at any higher rate permitted by law. If the amount remains unpaid after 30 days, Grafterr may begin debt recovery or legal proceedings and recover from the User any reasonable recovery costs, legal costs, interest and statutory compensation payable by law.

14.15. The User is responsible for understanding Stripe’s dispute, chargeback and fraud processes, including any applicable fees, deadlines, evidence requirements and recommended fraud prevention practices. More information is available at https://stripe.com/docs/disputes#managing-and-preventing-disputes

14.15.1. A dispute, also known as a chargeback, arises when a cardholder challenges a transaction with their card issuer. The card issuer may reverse the relevant payment and deduct the disputed amount from the User’s Stripe merchant account. Stripe shall also charge a separate £15.00 dispute fee for each dispute. The dispute fee may be changed by Stripe from time to time, and Grafterr is not responsible for giving advance notice of any such change.

14.15.2. The User is fully responsible for all disputes, chargebacks and fraud-related losses connected with transactions processed through Grafterr Pay powered by Stripe. The User must decide whether to challenge a dispute and must provide all supporting evidence to Grafterr’s compliance team via email, or through any other process notified by Grafterr, before the applicable deadline. Grafterr shall submit that evidence through Stripe or the relevant financial partners for review, but Grafterr does not guarantee that any evidence will be accepted or that the dispute will be resolved in the User’s favour.

14.15.3. 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.

14.15.4. All costs arising from disputes, chargebacks, fraud reviews, scheme assessments or related resolution processes are the User’s responsibility. The User will indemnify Grafterr against all losses, liabilities, costs, claims, fees, chargebacks, penalties and expenses suffered or incurred by Grafterr arising out of or in connection with disputes, chargebacks, fraudulent transactions, negative balances or the User’s use of Grafterr Pay powered by Stripe. By using any Payment Processing services, the User acknowledges and accepts that they do so at their own risk.

14.16. The provisions in this Section 14 relating to negative balances, unpaid fees, chargebacks, disputes, indemnities, interest and payment obligations will continue after termination of this Agreement for as long as necessary to give them effect.

14.17. If Grafterr’s partnership with Stripe ends, Grafterr may require Users to move to another integrated payment provider in order to continue using any Grafterr services that depend on payment processing, including online ordering, contactless table ordering and self-checkout ordering. Grafterr will give the User as much notice as reasonably practicable, provide information about the replacement provider and the applicable terms, and use reasonable efforts to support an orderly transition. The User may then choose whether to move to the replacement provider or cancel the affected Grafterr services in accordance with these Terms.

15. Grafterr Pay+ Powered by Adyen

15.1. Grafterr has partnered with Adyen to make payment processing services available through “Grafterr Pay+”. Grafterr is not itself a payment service provider and does not provide regulated payment services. Grafterr only provides an integration with Adyen’s payment processing tools. For the avoidance of doubt, Grafterr is not regulated by the Financial Conduct Authority as a payment service provider. This Section 15 applies only to Users who have signed up to use Grafterr Pay+ powered by Adyen.

15.2. To use Grafterr Pay+ powered by Adyen, the User must successfully apply for and maintain registration with Adyen. As part of that process, the User may be required to provide information and documents including proof of identity, business registration details, proof of address and any other information reasonably requested by Adyen or Grafterr. If Adyen rejects the User’s application, suspends the User’s account, or refuses to provide payment processing services to the User, the User will not be able to use Grafterr Pay+ powered by Adyen. Grafterr has no control over Adyen’s onboarding, approval, monitoring or account review decisions.

15.3. The User must comply with Adyen’s applicable terms, policies, operating rules, onboarding requirements, compliance checks and technical requirements, as updated from time to time. The User is responsible for reviewing those terms and requirements and for ensuring that its use of Grafterr Pay+ powered by Adyen complies with them.

15.4. All applicable Processing Fees applicable will be charged according to the User’s Volume Tier.

15.4.1. Grafterr will obtain transaction volume information from the User during the quotation process and assign the User to the relevant volume tier. All volume tier pricing will be communicated to the User during the sales/registration process or the Quotation process.

15.4.2. The User may move between volume tiers automatically depending on the transaction volume processed in a calendar month. Changes to the User’s volume tier may take effect without advance notice. Grafterr will notify the User after any tier change has taken effect.

15.5. Any discounted Processing Fees apply only to personal debit cards and personal credit cards. Discounts do not apply to business cards, American Express cards, international cards, prepaid cards or other non-standard card types.

15.6. Each transaction is settled directly into the User’s Adyen Merchant Account after deducting any applicable Transaction-level Processing Fees and Platform Fees. Grafterr does not have access to the funds in the User’s Adyen Merchant Account.

15.7. The User may issue refunds after a payment has been processed. However, all Processing Fees remain payable even where a transaction is refunded. Processing Fees are non-refundable under any circumstances.

15.8. Monthly Processing Fees will be charged to the User’s Merchant Account balance in arrears no later than the second Friday of the following month.

15.8.1. Grafterr shall charge the User a Payout Fee for facilitating next-day payouts through Adyen. Any applicable Payout Fee may vary depending on the User’s Volume Tier.

15.8.2. Grafterr may charge the User an Active Merchant Account Fee, if any, for maintaining their Adyen Merchant Account. Any applicable Active Merchant Account Fees may vary depending on the User’s Volume Tier.

● For Users who are not in a minimum fixed term, an Active Merchant Account Fee will only be charged for a month in which the User processes at least one transaction through Grafterr Pay+.

● For Users who are in a minimum fixed term, an Active Merchant Account Fee may be charged each month in accordance with these Terms, including Section 17.1, whether or not the User processes transactions during that month.

15.9. The User may be required to complete anti-money laundering, know-your-customer or similar compliance checks at any time and must comply with all applicable laws, regulations and requests relating to those checks. Failure to do so is a material breach of this Agreement and may result in immediate suspension or termination of the User’s access to Grafterr Pay+ powered by Adyen and, where applicable, this Agreement.

15.10. Payment processing can only be activated once the User has completed the required setup steps and entered the relevant credentials, keys or account details into the POS terminal, Grafterr Admin control panel, or any other Grafterr interface used for this purpose.

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

15.11.1. 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 Adyen. However, Grafterr cannot guarantee the success of the recall or the recovery of the funds.

15.11.2. 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 Adyen. 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.

15.12. Grafterr is not responsible for payment gateway issues, fraud events, chargebacks, issuer decisions, banking system failures, payment network issues or any act or omission of Adyen or any bank, card scheme or payment intermediary. Grafterr’s Technical Support team can only assist with first-line technical support and login issues. Unresolved issues will be referred to Adyen.

15.13. The User is responsible for all transactions processed through its account, including fraudulent transactions, disputes, chargebacks, refunds, reversals, scheme fees, penalties and other losses or costs connected with those transactions.

15.14. The User must promptly pay and clear any negative balance on its merchant account, regardless of how that negative balance arises, including from refunds, reversals, chargebacks, fees, penalties or adjustments. This obligation continues even if the User stops using Grafterr Pay+ powered by Adyen or this Agreement ends.

15.14.1. If the User’s merchant account has a negative balance that is not cleared within 7 days, Grafterr may charge any payment method held on file for the User for the amount due. If that payment fails, Grafterr may send the User a payment link or invoice and require payment within a further 7 calendar days.

15.14.2. If any negative balance remains unpaid after 14 days, Grafterr may charge interest on the overdue amount at the rate of 8% per year above the Bank of England base rate, accruing daily, or at any higher rate permitted by law. If the amount remains unpaid after 30 days, Grafterr may begin debt recovery or legal proceedings and recover from the User any reasonable recovery costs, legal costs, interest and statutory compensation payable by law.

15.15. The User is responsible for understanding Adyen’s dispute, chargeback and fraud processes, including any applicable fees, deadlines, evidence requirements and recommended fraud prevention practices. More information is available at https://www.adyen.com/en_GB/knowledge-hub/chargebacks.

15.15.1. A dispute, also known as a chargeback, arises when a cardholder challenges a transaction with the card issuer. The card issuer reverses the relevant payment and deducts the disputed amount from the merchant account. A separate £15.00 dispute fee is also deducted from the Merchant’s account balance. The dispute fee amount is subject to change at Adyen’s or Grafterr’s discretion, and Grafterr is not responsible for notifying Users of such changes.

15.15.2. The User is fully responsible for deciding whether to challenge a dispute and for providing all supporting evidence within the applicable deadline to our Compliance Department via email. This evidence is submitted via Adyen to their financial partners for review. There is no guarantee that the evidence will be deemed sufficient to counter the claim.

15.15.3. If the User does not provide evidence within the applicable deadline, the dispute may be treated as lost automatically. If the User challenges a dispute and the dispute is decided in the User’s favour, the disputed transaction amount may be returned to the User in accordance with Adyen’s process. If the dispute is decided against the User, the cardholder may retain the disputed funds. Any dispute fee will remain non-refundable regardless of the outcome.

15.15.4. All costs arising from disputes, chargebacks, fraud reviews, scheme assessments or related resolution processes are the User’s responsibility. The User will indemnify Grafterr against all losses, liabilities, costs, claims, fees, chargebacks, penalties and expenses suffered or incurred by Grafterr arising out of or in connection with disputes, chargebacks, fraudulent transactions, negative balances or the User’s use of Grafterr Pay+ powered by Adyen. By using any Payment Processing services, the User acknowledges and accepts that they do so at their own risk.

15.16. The provisions in this Section 15 relating to negative balances, unpaid fees, chargebacks, disputes, indemnities, interest and payment obligations will continue after termination of this Agreement for as long as necessary to give them effect.

15.17. If Grafterr’s partnership with Adyen ends, Grafterr may require Users to move to another integrated payment provider in order to continue using any Grafterr services that depend on payment processing, including online ordering, contactless table ordering and self-checkout ordering. Grafterr will give the User as much notice as reasonably practicable, provide information about the replacement provider and the applicable terms, and use reasonable efforts to support an orderly transition. The User may then choose whether to move to the replacement provider or cancel the affected Grafterr services in accordance with these Terms.

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

16.1. 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, but 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.

16.2. 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.

16.3. 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.

16.4. 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.

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

16.6. 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.

16.7. 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 33.6.6.

16.8. Other than as specified in Section 16.2, 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.

16.9. This Section 16 applies only to Users who have opted for Grafterr Payments processed by a third-party partner other than Stripe.

17. Exclusivity During a Minimum Fixed-term Period

17.1. “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 or 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.

17.2. In the event that the User breaches the provisions set forth in Section 17.1, the following consequences shall apply:

17.2.1. 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.

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

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

18. Customer Support Services

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

18.2. 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.

18.3. 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.

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

18.5. 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.

18.6. 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.

18.7. 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.

18.7.1. 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.

18.7.2. 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.

18.7.3. 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.

18.8. 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.

19. Third-Party Licensing, Tools, and Integrations

19.1. 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.

19.2. 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.

19.3. 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.

19.4. 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.

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

20. Grafterr Deliveries

20.1. Grafterr Deliveries is an optional add-on service available to Users on Grafterr’s standard or Pro software packages, and may be purchased through the app, during registration, through a quotation, or through any other method Grafterr makes available. The service may be provided as part of a minimum fixed-term contract.

20.2. Grafterr Deliveries allows the User to offer delivery for eligible orders using Uber Direct, in addition to or instead of the User’s own delivery drivers, depending on how the User sets up and uses the service. Grafterr does not operate delivery services itself.

20.3. Grafterr may change, improve, suspend or limit any part of Grafterr Deliveries from time to time, including any features, settings, delivery rules, operational controls or integration options.

20.4. Uber Direct will only be offered as a delivery option for orders where the delivery address is within the delivery radius supported for Grafterr Deliveries at the time of checkout.

20.4.1. Unless Grafterr states otherwise in writing, the default maximum delivery radius for Uber Direct orders is three (3) miles from the relevant merchant location.

20.4.2. If an order is outside that 3-mile radius, Uber Direct will not be offered as a delivery option through the Platform.

20.4.3. If the User uses its own delivery drivers and offers a wider delivery area than the Uber Direct delivery radius, the User may still offer its own delivery service for addresses outside the Uber Direct delivery radius, subject to the settings and delivery rules available in the Platform.

20.5. If the User also uses its own delivery drivers, the User may be able to switch Grafterr Deliveries on or off through the operator app, Grafterr POS, or any other control panel made available by Grafterr, including for peak demand, overflow or capacity support.

20.6. Grafterr does not guarantee that Grafterr Deliveries or Uber Direct will be available in every area, at every time, or for every order. Availability may depend on location, driver availability, trading hours, technical issues, restrictions set by Uber Direct, and any rules set by Grafterr or the User.

20.7. Where Grafterr Deliveries is enabled, the Delivery Fee shown at checkout for eligible orders will be calculated dynamically by the Platform based on the delivery radius and any other factors or settings applied by Grafterr and/or the User.

20.7.1. The User is responsible for reviewing and configuring its delivery settings in the operator app, Grafterr POS, or any other Grafterr tools made available for this purpose.

20.7.2. The User is responsible for all settings it applies, all delivery methods it enables or disables, and all order assignment choices it makes.

20.8. Grafterr may set, update or remove operating rules, assignment logic, eligibility criteria, service restrictions or technical requirements for Grafterr Deliveries at any time.

20.9. The User may decide whether any order requires a PIN Code for a meet-at-door delivery.

20.9.1. If PIN Code verification is used for more than 40% of the User’s Grafterr Deliveries orders in any period measured by Grafterr, Grafterr may apply additional charges, restrict use of PIN Code verification, require changes to the User’s delivery settings, or suspend access to that feature.

20.9.2. The User must make sure that any PIN Code used for an order is only shared with the intended recipient and only for the purpose of completing the delivery.

20.10. The monthly fee for Grafterr Deliveries will be the amount notified to the User during the relevant sales, registration or subscription process, unless otherwise agreed in writing. Grafterr may increase, decrease or otherwise change the monthly fee for Grafterr Deliveries by giving the User thirty (30) days written notice.

20.11. If the User wishes to unsubscribe from Grafterr Deliveries, notice must be provided in line with the terms of Section 24 and any applicable minimum fixed-term periods.

20.12. Subscription fees for Grafterr Deliveries are non-refundable except where Grafterr agrees otherwise in writing or where the law requires a refund.

20.13. Delivery orders placed through Grafterr’s online ordering services will be charged the standard Platform Fee for online ordering, plus an additional “Delivery Platform Fee” for delivery orders.

20.13.1. The applicable Delivery Platform Fees will be the amounts notified to the User during the relevant sales, registration, quotation or subscription process, or as otherwise updated by Grafterr from time to time.

20.13.2. The User may choose whether the Delivery Platform Fee is paid by the User or passed on to the End User.

20.13.3. Any changes to the Delivery Platform Fee will be notified to the User with thirty (30) days written notice.

20.14. In addition to Delivery Platform Fees, the User may be charged a Delivery Fee and, where applicable, a Return Trip Fee, Cancellation Fee, Wait Time Fee, PIN Code related charge, or other service-related fee notified by Grafterr from time to time.

20.15. Where Grafterr allows the User to decide how the Delivery Fee is shared, the User may choose how much of the Delivery Fee is paid by the User and how much is paid by the End User.

20.15.1. Unless the User selects a different setting, the default split of the Delivery Fee will be 50% paid by the User and 50% paid by the End User.

20.15.2. Any Delivery Fee split selected by the User must stay within the ranges and options made available in the Platform. Grafterr may set or change the minimum split, maximum split, available ranges, calculation method or default setting for the Delivery Fee split at any time.

20.16. The User must make sure that all order details, collection details, trading hours, delivery settings, merchant location details and customer communications shown through the Platform are accurate and up to date.

20.17. The User is responsible for preparing orders correctly and on time for collection by Uber Direct or its delivery partners.

20.17.1. The User must comply with any packaging, labelling, handover, item restriction, prohibited goods, age-restricted goods and operational requirements notified by Grafterr, Uber Direct or both.

20.17.2. The User must not use Grafterr Deliveries for any item that is prohibited by law, restricted by Uber Direct, unsafe for transport, or not permitted under Grafterr’s policies.

20.17.3. The User must make sure that all items are packaged safely and properly for transport, including in a way that protects the items from damage, leakage, contamination, tampering and deterioration during normal handling and transit.

20.18. The User is responsible for all refunds, remakes, complaints, losses, claims, costs and expenses arising from incorrect order preparation, inaccurate order information, late preparation, unsafe packaging, prohibited items, or the User’s failure to follow the rules for Grafterr Deliveries.

20.19. The User is responsible for making sure that any goods offered through Grafterr Deliveries can legally be sold, dispatched and delivered, and that all required licences, consents, notices and age checks are in place.

20.20. Uber Direct is a third-party service. Grafterr is not responsible for the acts, omissions, delays, availability, route choices, conduct or performance of Uber Direct, its drivers or its delivery partners. Grafterr does not promise that any order will be accepted, collected or delivered within any particular time.

20.21. Grafterr may remove, suspend or replace Uber Direct as part of Grafterr Deliveries at any time.

20.22. The use of Uber Direct may be subject to additional rules, service limits or operating requirements imposed by Uber Direct from time to time. The User must comply with any such requirements that are notified through the Platform or otherwise by Grafterr.

20.23. Grafterr may reject, cancel, suspend or restrict any delivery request if it believes the request does not meet the service rules, creates operational or legal risk, contains restricted items, contains incorrect information, or cannot be completed safely or lawfully.

20.24. If a delivery cannot be completed because of incorrect end user details, no response at the delivery address, order issues, restricted items, unsafe conditions, or any other reason outside Grafterr’s reasonable control, the order may be cancelled or returned in line with the rules that apply at the time.

20.25. Grafterr may decide how service issues, failed deliveries, cancellations, redeliveries, credits and refunds are handled under Grafterr Deliveries, including where Uber Direct’s processes or decisions affect the outcome.

20.26. If an order is returned, the User will be responsible for receiving the returned order and for any Return Trip Fee or related charges.

20.27. Grafterr may change these Grafterr Deliveries terms, the features of Grafterr Deliveries, the delivery radius, the way Delivery Fees are calculated, the platform fees, the subscription fee, the available controls, the fee split options, and any part of the service at any time by providing thirty (30) days written notice.

20.28. Grafterr may suspend or end the User’s access to Grafterr Deliveries at any time, with or without notice, if:

20.28.1. the User fails to pay any fees when due;

20.28.2. the User breaches these Terms;

20.28.3. Uber Direct or the relevant integration becomes unavailable or stops being supported;

20.28.4. Grafterr believes continued use creates risk for Grafterr, Uber Direct, end users or other third parties; or

20.28.5. Grafterr decides to stop offering Grafterr Deliveries.

20.29. Grafterr is not responsible for any loss of profit, loss of revenue, loss of business, loss of goodwill, loss of data, or any indirect or unexpected loss arising from or connected with Grafterr Deliveries, Uber Direct, or any delivery carried out through the Service.

20.30. Grafterr’s total liability in relation to Grafterr Deliveries will not exceed the amount of fees paid by the User for Grafterr Deliveries in the 3 months before the event giving rise to the claim.

20.31. This Section 20 applies only to Users who subscribe to Grafterr Deliveries.

21. Hardware Refunds Policy

21.1. 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.

21.2. 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.

21.3. 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.

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

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

21.5.1. Reject the delivery of the wrong item and receive a full refund for the missing item; or

21.5.2. 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.

21.5.3. 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.

21.6. 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.

21.7. 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.

21.8. 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.

21.9. 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.

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

21.11. 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.

22. Hardware Warranty Returns

22.1. The User may request a warranty return by contacting the Customer Support Team if the equipment supplied by Grafterr is believed to be not fit for purpose during the one (1) year basic manufacturer’s warranty period for new devices or the six (6) month warranty period for refurbished devices.

22.2. 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.

22.3. 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.

22.4. 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.

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

22.4.2. If Grafterr replaces an item, the original warranty period will continue to apply. For new devices, the warranty will expire one (1) year from the original dispatch date. For refurbished devices, the warranty will expire six (6) months from the original dispatch date. The warranty period will not restart from the dispatch date of the replacement item.

22.5. 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.

22.6. 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.

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

22.7.1. The User’s or staff’s misunderstanding or improper use of the system; or

22.7.2. Lack of compatibility with third-party items/systems; or

22.7.3. The equipment has been configured, personalised and/or used; or

22.7.4. The product is a surplus to the User’s requirements; or

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

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

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

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

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

22.7.10. Bankruptcy of the User’s business.

22.8. 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.

22.9. Hardware repairs requested outside the one (1) year basic manufacturer’s warranty period for new devices, or outside the six (6) month warranty period for refurbished devices, may be carried out at an additional cost to the User. Any such cost must be agreed by Grafterr and the User before any work is carried out.

23. Formal Complaints Procedure

23.1. 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:

23.1.1. 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/contact-us

23.1.2. 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.

23.1.3. 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

24. Cancellation of Licence Subscription

24.1. Any Cloud Software licence subscription granted under a minimum fixed-term period of twelve (12), twenty-four (24), or thirty-six (36) months, unless otherwise agreed by the parties or cancelled in accordance with Section 23.2, automatically renews for successive fixed-term periods of the same duration as the initial term.

24.2. The User may request to cancel their licence subscription (a) upon expiration of the minimum fixed-term period or any subsequent renewal term, or (b) at any time for subscriptions on a rolling monthly/annual basis, subject to providing Grafterr the notice period specified on any accompanying Order Form or Proposal. Unless an exact notice period is specified on an accompanying Order Form or Proposal, a thirty (30) days’ notice period for cancellation of any licence subscription will automatically be applicable. Notice must be provided to Grafterr by contacting the Customer Support Team or your Account Manager via email.

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

24.4. During the notice period of subscription cancellation, the User shall 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 account data will be permanently deleted. The User may contact us to request a copy of their account data before it is scheduled for deletion. There is no possible way to retrieve deleted data.

24.5. The User reserves the right to withdraw their cancellation request within the notice period and continue the licence subscription without any obstructions.

25. Tax Calculations

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

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

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

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

26. Company Income from Third-Party Referrals

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

26.2. The Company shall not notify or disclose to the User any such financial incentives or commission figures at any time.

26.3. The User acknowledges and accepts that the Company reserves full rights to receive and retain such financial incentives.

27. Company Use of AI Technologies

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

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

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

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

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

28. Intellectual Property Rights

28.1. All intellectual property rights in the Software, Hardware, Platform, interfaces, content, documentation and related materials, including all copyright, trade mark, database, design and other proprietary rights, belong to Grafterr or its licensors. The User must not challenge that ownership or do anything inconsistent with it.

28.2. Subject to these Terms and payment of all applicable fees, Grafterr grants the User a limited, non-exclusive, non-transferable, non-sublicensable and time-limited right during the Term to access and use the Software, interfaces, content and documentation solely for the User’s internal business purposes and only in accordance with these Terms.

28.3. Except as expressly permitted under these Terms or required by law, the User must not copy, reproduce, distribute, adapt, modify, translate, create derivative works from, publish, republish, display, transmit, sell, lease, rent, license, sub-license, assign, transfer, reverse engineer, decompile or otherwise exploit any part of the Software, Hardware, Platform or related materials without Grafterr’s prior written consent.

28.4. The User may not assign, transfer, novate, charge, declare a trust over or otherwise deal with these Terms or any rights granted under them, except as expressly permitted by Section 34.

28.5. The rights granted under these Terms are for business use only. No personal, private, domestic or consumer rights are granted or implied by the User’s access to or use of the Software.

28.6. As between Grafterr and the User, the User retains ownership of the information and content that the User inputs into the Software. The User grants Grafterr a non-exclusive, worldwide, royalty-free licence during the Term to use, host, copy, process, transmit and otherwise use that information and content only to the extent reasonably necessary to provide, operate, support, maintain, improve and secure the Grafterr Services and to comply with legal or regulatory requirements.

28.7. The User also grants Grafterr a worldwide, royalty-free, irrevocable, perpetual licence to use, reproduce, analyse, share and exploit data derived from the User’s use of the Software, provided that such data has been anonymised so that it does not identify the User or any individual. Grafterr may use and share that anonymised data for lawful business purposes, including analytics, service improvement, benchmarking, trend analysis, market insights and product development.

28.8. If the User provides Grafterr with any feedback, comments, suggestions, ideas, enhancement requests or recommendations relating to the Software, Hardware, Platform or any Grafterr Services, Grafterr may use, copy, modify, implement and incorporate them without restriction and without any payment, credit or other obligation to the User. All intellectual property rights in any modifications, improvements or developments made by or for Grafterr based on that feedback will belong to Grafterr or its licensors.

28.9. Nothing in these Terms transfers any intellectual property rights to the User except for the limited right to use the Grafterr Services expressly granted under these Terms.

28.10. Grafterr may take any action it considers appropriate to protect its intellectual property rights, including seeking injunctive relief, damages and any other remedies available by law.

29. Unauthorised, Malicious and/or Illegal Use

29.1. The User must not, and must not permit any third party to, do any of the following in connection with the Software, the Hardware, the Platform or any Grafterr Services:

29.1.1. Make any unauthorised changes, modifications, developments, adaptations or integrations to the Software without Grafterr’s prior written consent;

29.1.2. Use the Software, Hardware, Platform or any Grafterr Services in any unlawful, illegal, fraudulent or deceptive manner, or for any unlawful, illegal, fraudulent or deceptive purpose;

29.1.3. Use the Software, Hardware, Platform or any Grafterr Services in a way that breaches these Terms or any applicable law, regulation, industry rule or payment network rule;

29.1.4. Use the Software, Hardware, Platform or any Grafterr Services for card fraud, payment fraud, chargeback abuse, money laundering, terrorist financing, sanctions evasion or any other financial crime;

29.1.5. Sell, offer, process, distribute or facilitate any prohibited goods, illegal goods, counterfeit goods, unsafe goods, regulated goods without the required licences, or any goods or services that are not permitted under these Terms, Grafterr’s policies or the rules of any Payment Service Provider;

29.1.6. Upload, submit, store, transmit or distribute any content, code, data or material that is unlawful, harmful, abusive, defamatory, obscene, infringing, misleading, discriminatory or otherwise objectionable;

29.1.7. Upload, submit, store, transmit or distribute any virus, malware, ransomware, spyware, Trojan horse, worm, malicious code or other harmful material;

29.1.8. Infringe Grafterr’s intellectual property rights or the intellectual property rights of any third party, or remove, alter or hide any copyright notice, trade mark, branding or other proprietary notice;

29.1.9. Copy, scrape, crawl, index, harvest, extract, frame, mirror, republish or otherwise collect any information, data, content or materials from the Software, Hardware, Platform or any Grafterr systems, whether manually or by using bots, scripts, crawlers, browser plugins, AI agents or other automated means;

29.1.10. Use any data, content, output or materials from the Software, Hardware, Platform or any Grafterr Services for the training, testing, fine-tuning or development of any artificial intelligence, machine learning model or similar technology, without Grafterr’s prior written consent;

29.1.11. Reverse engineer, decompile, disassemble, decode, attempt to derive source code from, or otherwise attempt to discover the underlying structure, ideas, logic or algorithms of any software, code, systems or technology used in connection with the Software, Hardware, Platform or any Grafterr Services, except to the limited extent that applicable law does not allow this restriction;

29.1.12. Tamper with, probe, test, bypass or circumvent any security measures, access controls, authentication measures, rate limits, service restrictions or technical protections used by Grafterr or any third party provider;

29.1.13. Damage, disable, overburden, impair, disrupt or compromise the Software, Hardware, Platform or any Grafterr systems, networks or security, or interfere with the use of the Platform by any other user;

29.1.14. Make excessive, abusive or unreasonable automated requests, API calls, login attempts, queries or other interactions with the Platform, whether or not those requests are technically permitted;

29.1.15. Access, monitor or register user logins through automated means, including bots, scripts or similar tools;

29.1.16. Obtain, attempt to obtain, or allow access to any account, data, system or network without authority;

29.1.17. Collect, process, use or disclose any information relating to another user, merchant, end user or third party except as permitted by these Terms, applicable law and any applicable privacy requirements;

29.1.18. Disclose or distribute information relating to another user of the Software to any third party without proper authority;

29.1.19. Use another user’s information for marketing purposes unless the User has obtained all necessary permissions and has a lawful basis for doing so;

29.1.20. Use the Software, Hardware, Platform or any Grafterr Services in a way that is likely to harm Grafterr’s reputation, the reputation of any Payment Service Provider, or the integrity, availability or security of the Platform; or

29.1.21. Assist, encourage or enable any other person to do any of the things listed above.

29.2. Grafterr may monitor use of the Platform and may suspend, restrict or terminate access to any Grafterr Services immediately if Grafterr reasonably believes that the User has breached this section or that the User’s activities create legal, operational, security or reputational risk.

30. Limitation of Liability

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

30.1.1. Death or personal injury caused by our negligence; and/or

30.1.2. Fraud or fraudulent misrepresentation; and/or

30.1.3. Any matter in respect of which it would be unlawful for us to exclude or restrict our liability.

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

30.2.1. The use or the inability to use the Software, hardware (in whole or in part) or any technical malfunctions; or

30.2.2. The unauthorised access to, or alteration of, your communications or data; or

30.2.3. The cost of procurement of substitute goods and services; or

30.2.4. The conduct or actions of any third party regarding the Software; or

30.2.5. Any other matter relating to the Software.

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

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

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

30.6. For the avoidance of doubt, nothing in Section 30.4 shall excuse the User from any payment obligations under this Agreement.

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

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

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

30.10. The User agrees to defend, indemnify and hold harmless Grafterr, its affiliates and its licensees 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.

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

30.12. Other than as set out in this section and Section 20.30, the Company’s maximum aggregate liability arising out of any losses for paid licence subscription users under or in connection with these Terms, is limited to the total amount of subscription fees paid by the User in the previous twelve (12) months.

31. Representation

31.1. 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.

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

32. Severance

32.1. 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.

33. Termination of Agreement

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

33.2. The Company may terminate this Agreement at any time and for any reason, including during the minimum fixed-term period, by providing the User with thirty (30) days' written notice via email. Such termination will not incur any penalty charges payable to the User.

33.3. Should the User wish to terminate this Agreement during a minimum fixed-term period for any reason other than as stated in Section 33.6, including a voluntary business closure and/or contracting the services of one of Grafterr’s competitors, the User shall be liable to pay to the Company the remaining total monthly/annual licence subscription fees as a lump sum. The User will be provided with a payment link and/or instructions on how to pay via a bank transfer. Non-payment will result in legal actions against the User.

33.4. The User may request to terminate this Agreement at the end of the minimum fixed-term period, subject to providing Grafterr with the notice period specified on any accompanying Order Form or Sales Proposal. If no exact notice period is specified, a thirty (30) days’ notice period for termination of this Agreement will automatically apply.

33.4.1. Notice to terminate this Agreement must be given to Grafterr by contacting the Customer Support Team or your Account Manager via email.

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

33.4.3. 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 and this Agreement terminated, or as soon as reasonably possible thereafter, all data associated with the User’s account will be permanently deleted with no possibility of retrieval. The User may contact us to request a copy of their account data before it is scheduled for deletion.

33.4.4. The User reserves the right to withdraw their termination request within the notice period and continue the licence subscription without any obstructions.

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

33.5.1. In the event of a termination under Section 33.5, Grafterr shall provide the User with immediate verbal or written notice, followed by written confirmation within twenty-four (24) hours via email.

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

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

33.6.1. The other Party files for bankruptcy, receivership, insolvency, reorganisation, dissolution, liquidation, or similar proceedings; or

33.6.2. The other Party had a bankruptcy, receivership, insolvency, reorganisation, dissolution, liquidation, or similar proceeding instituted against it and such proceeding is not dismissed within sixty (60) days; or

33.6.3. 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

33.6.4. A trustee, conservator, receiver, or similar fiduciary is appointed for that party or substantially all of the other Party’s assets; or

33.6.5. 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

33.6.6. The other Party is found to be involved in any form of child labour, modern slavery, human trafficking, forced and bonded labour, human rights violations, money laundering or terrorist activity; or

33.6.7. The other Party breaches any of the provisions of this Agreement.

33.7. Grafterr reserves the right, in its sole discretion, to pursue enforcement of the terms of this Agreement regarding any outstanding subscription fees under a minimum fixed-term period, even if the User files for administration, bankruptcy, receivership, insolvency, reorganisation, dissolution, liquidation, or similar proceedings.

34. Assignment Upon Change of Ownership

34.1. In the event that during a minimum fixed-term period, the User’s business, herein referred to as the “Assignor”, irrespective of the type of entity the User’s business is, undergoes a change of ownership resulting in the sale or transfer of the business to a third party, the contractual rights and obligations of this Agreement shall automatically be assigned to the new owner, herein referred to as the “Assignee”.

34.2. The Assignor shall provide written notice to the other party at least thirty (30) days prior to the effective date of the change of ownership, or as soon as possible if the change of ownership is happening in less than thirty (30) days. The notice shall include details of the new owner, including but not limited to, legal name, contact information, and any other relevant details.

34.3. Grafterr, herein referred to as the "Non-Assigning Party," acknowledges and consents to the automatic assignment of this Agreement to the Assignee upon a change of ownership. However, Grafterr reserves the right to terminate this Agreement as per the provisions of Section 33.

34.4. The Assignee shall assume all rights, duties, and obligations under this Agreement with the same force and effect as if originally a party hereto. The Assignee shall be bound by the terms and conditions of this Agreement, and the Assignor shall be released from all obligations herein.

34.5. This Assignment Clause shall be deemed executed and effective upon the consummation of the change of ownership and shall be binding upon the Assignor, Assignee, and the Non-Assigning Party.

35. Law and Jurisdiction

35.1. 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.

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

36. Entire Agreement

36.1. This Agreement, together with any accompanying “Order Form” and/or any other 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.