Terms

Last updated: 10 of October 2019 Previous version can be found here.

Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the this website (https://practi.net) or any its subdomains and the PRACTI POS mobile application (the "Service") operated by Practi Technologies Ltd, UK Private limited Company, Company number 09829987, Registered office address: Fleet Place House, 2 Fleet Place, London EC4M 7RF, England (“Practi Technologies Ltd”,"us", "we", or "our").

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.



Subscriptions

Some parts of the Service are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Practi Technologies Ltd cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting Practi Technologies Ltd customer support team.

A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide Practi Technologies Ltd with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Practi Technologies Ltd to charge all Subscription fees incurred through your account to any such payment instruments.

Definitions

The following capitalised terms have the following meanings in this Agreement:

“Application” means the Practi ePOS mobile application.

“Billing Cycle” means a period of 7 consecutive days for which the Subscription Fee shall be paid in advance (or such other recurring basis as may be determined in Practi’s sole discretion).

“Equipment” means an appropriate mobile device and/or other hardware provided by Practi for the purposes of using the Services and delivered to the address(es) specified in Part 1 of this Agreement.

“Fees” means the fees payable for the Services as further described in clause 4(a), as may be applicable and as specified in Part 1 of this Agreement.

“Services” means the services and features provided by Practi to you including use of the Software, use of the Equipment and White Label Services, each as may be applicable and as specified in Part 1 of this Agreement, and customer support in relation to such services.

“Software” means the Practi ePOS solution which may be accessed through the Website and/or the Application, as part of the Services.

“Term” means the term of this Agreement commencing from the date on which the Services are provided until you cancel your subscription to the Services or Practi cancels it.

“Website” means https://practi.net or any of its subdomains.

“White Label Services” means the provision of an e-commerce transaction platform integrated with the Software as provided by Practi to you on which you may take orders and, via third party payment processor, payment for the preparation and delivery of goods from the Restaurant to customers.

“White Label Website” means a website set up and provided by Practi to you as part of the White Label Services.



Services provided

Subject to your payment of the applicable Fees and the other terms and conditions set out in this Agreement, Practi grants you a non-exclusive, non-transferable right, without the right to grant sublicences, to access and use the Software during the Term.

In addition, subject to your payment of the applicable Fees and the other terms and conditions (particularly clause 3) set out in this Agreement, Practi may provide the White Label Services should you request this from Practi.

The use of, and access to, the Software is on a subscription basis which automatically renews at the beginning of each Billing Cycle for the duration of the Term.

You may cancel your subscription renewal either through your online account management page or by contacting the Practi customer support team. Any cancellation takes effect at the end of the then current Billing Cycle.



White Label Services

Practi may, at your request and upon payment of any applicable Fee, provide the White Label Services including a White Label Website.

Subject to your compliance with the terms and conditions set out in this Agreement, Practi grants you a non-exclusive, non-transferable right, without the right to grant sublicences, to access and use the White Label Website solely for the purpose of taking orders and, via third party payment processor, payment for the preparation and delivery of goods from the Restaurant to customers. The legal contract for the purchase of your goods will in all cases be between you and the relevant customer who places an order through the White Label Website.



You are solely responsible for, and Practi shall have no liability in relation to, all information uploaded to the White Label Website. In particular, you are responsible for details of any allergens in the goods offered on the White Label Website in accordance with applicable laws. You acknowledge that, if Practi provides any services in relation to the setup of menu information on any White Label Website, we will repeat the information you provide about allergens verbatim on the White Label Website. We do not undertake to check, and are not liable for checking this information on your behalf.

All intellectual property rights in the White Label Services, including any domain names created in relation to the White Label Website, will remain the property of Practi and its licensors.

You give us your consent to use the Restaurant’s name, logo and other intellectual property for the purpose of providing the White Label Services during the term of this Agreement, and you warrant to us that you have the ability to grant this consent to us.

You acknowledge that the services in relation to payments made on the White Label Website are provided by third party payment processors that Practi may determine from time to time and Practi does not collect payment from customers who place any orders via the White Label Website. Practi is not responsible for, and has no liability in relation to, any penalty, payment reversal or similar charges or fees you may incur from any card scheme, merchant acquirer or card issuer in respect

of card orders placed on the White Label Website.

You will indemnify Practi against any costs or damages incurred by Practi as a result of any breach of this clause 3.



Payment for the Services

You agree to pay the following Fees (as may be applicable and as specified in Part 1 of the Agreement) plus applicable taxes for the Services:

subscription fee per point of sale for the Software which will be billed to you in advance on a recurring basis until you cancel it or Practi cancels it (“Subscription Fee”);

one time fee for the installation and setup of the Software and, if requested by the Restaurant, White Label Services (“Installation and Setup Fee”);

if any Practi Equipment is provided by Practi and subject to clause 5(b)(iv), one time fee for the configuration of each Practi Equipment provided (“Configuration Fee”); and

if White Label Services are provided, we or our authorised third party payment processor may charge a transaction fee for processing payments made on the White Label Website (“White Label Transaction Processing Fee”).

You must provide Practi with accurate and complete information at registration including full name, address, postcode, telephone number, and valid payment information. By submitting such payment information, you hereby authorise Practi to charge all Fees payable to any such payment instrument, including any Subscription Fee in respect of any renewal period at the end of each Billing Cycle.

Subscription Fees are non-cancellable and you understand that we are under no obligation to make refunds of Subscription Fees you have paid to us in respect of the Services.

If Practi has not received payment of any applicable Fee within 14 days after any due date, and without prejudice to any other rights and remedies of Practi, Practi may, without liability to you, disable your password, account and access to all or part of the Services and Practi shall be under no obligation to provide any or all of the Services while any Fees remain unpaid.

Practi may also charge you monthly interest at 1.5% above the Bank of England base rate on any unpaid amount as from the payment due date until the amount is received by Practi. We may also ask you to pay, and you will be liable for, any costs reasonably incurred in connection with the settling or recovering of any overdue payment, and we may set off such costs and any interest on any unpaid amount owed to us by you against any amount owed to you by us at any time.



Access to the Services

You may use the Services on an appropriate iPad or Android mobile device of your own or such Equipment provided by Practi (subject to payment of the applicable Fees).

If you use the Equipment provided by Practi:



You will use, store and maintain the Equipment using reasonable care. You must notify Practi without delay if the Equipment malfunctions.

The Equipment remains the property of Practi at all times. Upon termination of this Agreement, the Equipment must be returned within 30 days, at your own cost, to Practi in good working condition. If the Equipment is not returned in accordance with the provisions of this clause 5(b)(ii), Practi reserves the right to charge you a reasonable fee equal to the cost of a replacement product at Practi’s then prevailing price.

During the first twelve (12) months from the date of the installation of the Equipment, Practi will reasonably promptly repair or replace the Equipment in case of malfunction, save where in Practi’s sole opinion the malfunction is a result of misuse, unauthorised alteration, use in breach of this Agreement or accidental damage by you or repairs not performed by Practi or its authorised representatives (“Restaurant Damage”).

After twelve (12) months from the date of the installation of the Equipment, or at any time where the malfunction is in Practi’s sole opinion a result of Restaurant Damage, Practi reserves the right to charge you a reasonable fee for repairing the malfunctioning Equipment or to charge you for a replacement product at Practi’s then prevailing price and a reasonable fee for installation of the replacement product.

You will not use the Equipment for any purpose other than to access the Services (or any other software or service that may be supplied to you by Practi in future) and will indemnify Practi against any costs or damages incurred by Practi as a result of any breach of this clause 5(b).

Access to the Services relies on you being able to receive data over the internet via Wifi or mobile internet which you will be solely responsible. Practi is not responsible for the availability of the internet or any communications network nor any errors in or damage to connections, equipment or software that may occur in relation to your use of the Application, Website or Services.

Practi or an authorised representative may from time to time remotely access the Software for any lawful reason, including to update the Software or to perform Software maintenance.





‍Fee changes

Practi may, at its sole discretion and at any time, modify any Fee including the Subscription Fee. Practi will provide you with reasonable prior notice of any change in the Subscription Fee to give you an opportunity to cancel your subscription before such change becomes effective.

Your continued use of the Services after the Subscription Fee change comes into effect constitutes your agreement to pay the modified Subscription Fee amount.





Your use of the Services

You must at all times when accessing or using the Services provide information that is accurate, complete, and current. Failure to do so may constitute a breach of this Agreement, which may result in immediate suspension or termination of your account.

You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all data inputted by you for the purpose of using the Services (“Customer Data”).

You agree and undertake:

to keep confidential the password that you use to access the Services and be wholly responsible for any activities or actions carried out under your account;

to notify us immediately upon becoming aware of any breach of security or unauthorised use of your account; and

to not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorisation, or a name that is otherwise offensive, vulgar or obscene. You expressly agree that we cannot be held liable for any loss or damage arising out of any misrepresentations you make in this regard.

You agree and undertake to not access, store, distribute or transmit any viruses, or any material during the course of your use of the Services that is unlawful, harmful, threatening, defamatory, discriminatory, obscene, infringing, harassing, racially or ethnically offensive or is otherwise illegal or causes damage or injury to any person or property and Practi reserves the right, without liability to you, to disable your access to any or all of the Services if you breach the

provisions of this clause 7(d).

You agree and undertake that you will not attempt to reverse engineer, decompile, disassemble or otherwise reduce to human-perceivable form all or any part of any software constituting any part of the Services.

You should not rely on the Services for storage or maintenance of information and, in particular, you should create your own records of the Restaurant’s transactions as needed.



Intellectual property

You acknowledge and agree that Practi and/or its licensors own all intellectual property rights in the Services.

Except as expressly stated herein, this Agreement does not grant you any rights to, under or in, any patents, copyright, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.



Use of data and confidentiality

You acknowledge that all Customer Data will be held by Practi, and may be retained by Practi for any lawful purpose.

Subject to clause 9(c), Practi undertakes to you that any Customer Data which is not in the public domain is confidential and will not be disclosed during the term of the Agreement or at any time thereafter.

You acknowledge that Practi may disclose any Customer Data to the extent such information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction.

Please also refer to our Privacy Policy which set out the manner we process any personal data subject to data protection law. You agree that they constitute part of this Agreement.

With regard to any personal data processed by Practi and the Restaurant in connection with the Services (in particular but not limited to the White Label Website), Practi and the Restaurant will respectively each be a controller in respect of such processing. Practi and the Restaurant each agree to comply with the requirements of any applicable data protection laws applicable to controllers in respect of such processing.

To the extent we process any personal data on your behalf in carrying out the Services we each agree the terms of the Data Processing Agreement which is available at https://practi.co.uk/gdpr.html (as may be amended from time to time) shall apply.



Consents, licences and compliance with laws

Without affecting the generality of any other term of this Agreement, you warrant, represent and undertake to us that you will comply at all times with all applicable laws and regulations, in particular (but without limitation) in relation to VAT and data protection.

You warrant, represent and undertake to us that you have and will maintain, and will ensure that your contractors have and will maintain, on signature and throughout the term of this Agreement, any consents, licences, permissions, approvals or authorisations (“Consents”) required in connection with entering into this Agreement and your performance of your obligations under it, and your use of the Services, will always comply with the terms of such Consents.

You represent and warrant that at the date of this Agreement you have not been convicted of any offence involving slavery and human trafficking; nor have you been the subject of any investigation, inquiry or enforcement proceedings related to slavery and human trafficking. In performing your obligations under this Agreement, you must:

comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015, and with the Just Eat group’s Modern Slavery Policy; and

not engage in any activity, practice or conduct that would constitute an offence under the Modern Slavery Act 2015 whether such activity, practice or conduct were carried out within, or outside the UK; and

notify us as soon as you become aware of any actual or suspected slavery or human trafficking that has a connection with this Agreement.

You are solely responsible for self-assessing, claiming and remitting all applicable taxes. You acknowledge that all VAT coding of Customer Data is your responsibility and must remain accurate and compliant with applicable laws and regulations at all times.

Third party providers

In order to provide the Services Practi may need to install software/hardware provided by third party websites or services from time to time. The Services may also contain links to third party websites or services that are not owned or controlled by Practi. Practi has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or services.

You further acknowledge and agree that Practi shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or services. Practi recommends you to read the terms and conditions and privacy policies of any third party web sites or services prior to using that party’s website or services.

Termination

This Agreement will commence on the first date on which you access or use the Services and shall continue for the duration of time that you use the Services and/or have the Application installed on any device.

We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach or we reasonably suspect you are in breach of any provision of this Agreement.

All provisions of this Agreement which by their nature should survive termination shall survive termination, including without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Consequences of termination

Following termination Practi for any reason:

all licences granted under this Agreement shall immediately terminate and you shall immediately cease all use of the Services;

you shall return the Equipment in accordance with clause 5(b)(ii);

Practi will retain any Customer Data for such reasonable period of time as it may determine in its discretion from time to time or in accordance with applicable laws, following which it will destroy or otherwise dispose of any of the Customer Data in its possession. You may, no later than 6 months after the termination of this Agreement, send a written request for the delivery of the then most recent back-up of the Customer Data. Practi will use reasonable commercial endeavours to

deliver the back-up to you within 30 days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You agree to pay all reasonable expenses incurred by Practi in returning the Customer Data to you.

Disclaimer

Your use of the Services is at your sole risk. The Services are provided on an "AS IS" and "AS AVAILABLE" basis. The Services are 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.

Practi, its subsidiaries, affiliates, and its licensors do not warrant that a) the Services will function uninterrupted, securely or available at any particular time or location; b) any errors or defects will be corrected; c) the Services are free of viruses or other harmful components; or d) the results of using the Services will meet your requirements.

Access to the Application and Website may be suspended temporarily and without notice or liability:

in the case of system failure;

for maintenance or repair;

where we reasonably suspect there has been a breach of the terms of this Agreement; or

for reasons beyond our reasonable control.

We may make changes to any feature of the Services, the Application or the Website at any time at our absolute discretion.

The transmission of information via the Internet is not completely secure. Although we take the steps required by law to protect your information, we cannot guarantee the security of your data transmitted to the Website, any transmission is at your own risk.



Limitation of liability and indemnity

Nothing in this Agreement shall limit or exclude our or your liability for death or personal injury caused by negligence, or the negligence of our/your employees, agents or subcontractors; fraud or fraudulent misrepresentation or any other liability that cannot be limited or excluded under applicable law.

Subject to clause 15(a), in no event shall Practi, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any damages, costs, direct or indirect losses including without limitation loss of profit, or any consequential loss suffered by you and arising out of or in connection with this Agreement, including resulting from faults, breakdowns or other

interruptions to the Service for any reason.

Subject to clauses 15(a) and (b), the total liability of Practi to you shall at all times be limited to the fees actually paid by you to Practi during the twelve month period immediately preceding the event giving rise to the claim for liability.

You agree to defend, indemnify and hold harmless Practi, its affiliates and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable legal fees), resulting from or arising out of a) your use and access of the Service, b) any unauthorised use of your account or password, or c) any other breach of the

terms of this Agreement.

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.



‍Entire agreement

This Agreement constitutes the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You acknowledge that you have not relied on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

Assignment

Practi is entitled to assign, transfer or sub-contract all or any of our rights and obligations under this Agreement to any entity which is at least 50% owned or controlled by us, or which directly or indirectly controls us, or which is owned (directly or indirectly) by any entity that directly or indirectly controls us, or to any other third party which owes us at least equivalent obligations as we owe to you under this Agreement.

You are entitled to assign, transfer, charge, or sub-contract all or any of your rights or obligations under this Agreement only with our prior consent in writing.



Severability

If any provision of this Agreement is declared wholly or partly invalid, illegal or unenforceable, the remainder of this Agreement will remain in full force and effect and any wholly or partly invalid term or condition will be deemed modified to the minimum extent possible to make it valid, legal and enforceable.



Variation

Practi reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material Practi will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at Practi’s sole discretion.

By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you must stop using the Services.



‍Force majeure

Practi will not be liable to you as a result of any delay or failure to perform its obligations under this Agreement caused by any event or circumstance beyond its reasonable control.

Third party rights

This Agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act

1999.







Governing law & jurisdiction

This Agreement and any dispute or claim arising out of, or in connection with, it or its subject matter or formation (including any dispute or claim relating to non-contractual obligations) is governed by and construed in accordance with English law. The courts of England & Wales have exclusive jurisdiction to settle any dispute or claim (including any dispute or claim relating to non-contractual obligations) arising in connection with this Agreement.





Contact Us

If you have any questions about this Agreement, please contact us.

Practi Technologies Ltd,

Registered in England and Wales Company number 09829987

Registered office address:

Fleet Place House, 2 Fleet Place, London EC4M 7RF, England

Talk to us on 020 3608 4840

Email: support@practi.co.uk