Terms & Conditions

SAAS AGREEMENT

Welcome to OrderEnter!

These terms and conditions, together with any Order Form (together, this agreement) govern your subscription (Subscription) to the Solution which is a B2B e-commerce platform for professional market to obtain high-quality content and perform sales and orders management.

By clicking the tick box below, signing an Order Form, paying for a Subscription or otherwise accepting the benefit of any part of the Solution, you agree to be bound by this agreement which forms a binding contractual agreement between you or the company you represent (the ‘Customer’, or ‘you’) and UAB OrderEnter (Company No. 304685978) of Liepų str. 11-4, Girionys, Kaunas district 53103, Lithuania (‘OrderEnter’, ‘our’, ‘we’ or ‘us’).You represent and warrant that you have valid authority to enter into these terms and conditions on behalf of any entity you may represent.

Please note that your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you terminate your Subscription in accordance with clause 17.1. Please ensure you contact us if you want to cancel your Subscription.

We may change these terms and conditions at any time by notifying you, and your continued use of the Solution following such an update will represent an agreement by you to be bound by the terms and conditions as amended.

In these terms and conditions, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, as set out in an Order Form or the Definitions table at the end of these Terms. 

Please read these terms and conditions carefully before signing an Order Form, paying for a Subscription or otherwise accepting the benefit of the Solution.

1 GENERAL
1.1 THESE TERMS
(a) These terms will apply to all the Client's dealings with OrderEnter, including being incorporated in all agreements, quotations or orders under which OrderEnter is to provide services to the Client (each an Order Form) together with any additional terms included in such Order Form (provided such additional terms are recorded in writing).
(b) In the event of any inconsistency between these terms and conditions and any Order Form, the clauses of these terms and conditions will prevail to the extent of such inconsistency, except that any "Special Conditions" (being terms set out and described as such in an Order Form) will prevail over the other terms of this agreement to the extent of any inconsistency.

1.2 TYPE OF USER
(a) You may sign up to the Solution as a Manufacturer, Distributor or Reseller (each defined at clause 22) (each referred to as a “User”).
(b) For specific terms relating to each type of User, please see clause 7.

1.3 ONBOARDING PROCESS
(a) If you sign up to a Subscription via the Website, the following onboarding process applies:
(i) Registering an account through the Website;
(ii) Selecting your Subscription Tier and any Add-Ons via the Website; and
(iii) Making payment of the applicable Subscription Fees via our Online Payment Provider.
(b) If you sign up to a Subscription via an Order Form, the following onboarding process applies:
(i) Register your interest with us;
(ii) Negotiate the terms of the Order Form, including your Subscription Tier and any Add-Ons;
(iii) Sign the completed Order Form;
(iv) Make payment of the applicable Subscription Fees by an approved payment method.

1.4 AUTOMATIC RENEWAL OF SUBSCRIPTION
After the Initial Subscription Period, the Subscription will continue to renew indefinitely for successive periods equal to the Initial Subscription Period (Renewal Period), and you will continue to incur Subscription Fees, unless you notify us that you want to terminate your Subscription in accordance with clause 17.1.

2 THE SOLUTION

2.1 YOUR SUBSCRIPTION AND THE SOLUTION
(a) The Solution includes the Software, the Hosting Services, the Support Services and Comprehensive Relations Services within the functionality of the Solution (Solution).
(b) The scope, fees and Subscription Period applicable to your Subscription will be set out on the Website or in the Order Form. All applicable fees must be paid in accordance with clause 8.
(c) OrderEnter may from time to time in its absolute discretion install enhancements to the Solution, where enhancements mean any upgraded, improved, modified or new versions of the Solution.
(d) OrderEnter will provide the Solution in accordance with all applicable laws and industry standards.
(e) Unless otherwise agreed, OrderEnter may not provide access, or suspend access, to any part of the Solution until you have paid the relevant instalment of Subscription Fees.

2.2 SOFTWARE LICENCE
During the Subscription Period, OrderEnter grants to the Client a non-exclusive, non-transferable licence to use the Software and Documentation for the duration of the Subscription Period. 

2.3 HOSTING SERVICES

OrderEnter will store Client Data using a third-party hosting service selected by OrderEnter (Hosting Service), subject to the following terms:

(a) (hosting location) The Client acknowledges and agrees that OrderEnter may host the Software via cloud-based services which use storage servers located in and potentially outside England and Wales.
(b) (service quality) While OrderEnter will use its best efforts to select an appropriate hosting provider, OrderEnter does not guarantee that the Hosting Service will be free from errors or defects or that Client Data will be accessible or available at all times.
(c) (security) OrderEnter will use its best efforts to ensure that Client Data is stored securely. However, OrderEnter does not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to Client Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
(d) (backups and disaster recovery) In the event that Client Data is lost due to a system failure (e.g., a database or webserver crash), OrderEnter cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.

2.4 CLONING OF WEBSTORES
(a) As part of the Solution, the Client can create its own website under its own domain name (Client Domain Name).
(b) It is the Client’s responsibility to register and pay the associated fees for the Client Domain Name.
(c) The website associated with the Client Domain Name will be a cloned webstore (Cloned Webstore).
(d) On the Client’s Cloned Webstore, the Client will receive the Product Information of other Users as confirmed by OrderEnter. 
(e) The Client acknowledges and agrees that any integrations with third party service providers of the Cloned Webstore can be completed only after OrderEnter has provided written confirmation.

2.5 ENRICHMENT SERVICES
If OrderEnter performs Enrichment Services (as defined in the definitions table), the Client acknowledges and agrees that:
(a) OrderEnter is not liable in any way for any incorrect information supplied as part of the Enrichment Services;
(b) OrderEnter does not guarantee any increase in sales as a result of the Enrichment Services.

2.6 ADD-ONS
(a) OrderEnter may, at its sole discretion, develop and offer add-on packages which may be purchased and added to your Subscription (Add-Ons).
(b) The benefits and limitations for each Add-On will be set out in on the Website for your Subscription Tier, in an Order Form or as agreed in writing.
(c) Add-Ons will be offered to you for an additional fee (Add-On Fees), to be determined by OrderEnter in its sole discretion. Each Add-On, if purchased, is subject to this agreement.
(d) You acknowledge and agree that the maximum remedy available for the failure of an Add-On will be an amount equal to the Add-On Fees.

2.7 DISCLAIMER
You acknowledge and agree that:
(a) OrderEnter shall act as an introduction and intermediary between Users for the purposes of making arrangements to list Products and Product Information. OrderEnter simply collects the Fees in consideration of providing this introduction service and does not have any obligations or liabilities to any User in relation to such services or otherwise resulting from the introduction;
(b) OrderEnter is not a party to any negotiations between Users;
(c) OrderEnter is not a party to any contract or agreement between Users;
(d) Any fees payable in respect of any Products are to be agreed and paid directly between respective Users and not via the Software. OrderEnter is in no way responsible or liable for such fees.

3 ACCOUNT REGISTRATION
(a) In order to use the Solution, the Client will be required to sign-up for an account (Account). 
(b) To enable OrderEnter to create the Client’s Account, the Client’s representative (Administrator) will be required to provide personal data and details to OrderEnter, such as the Administrator’s first name and last name, the name of its organisation, email address, mobile phone number and payment and billing details, or any other information as requested by OrderEnter from time to time. 
(c) The Client warrants that any information it gives to OrderEnter in the course of completing the Account registration process will always be accurate, honest, correct and up-to-date.
(d) Once OrderEnter grants the Client access to its Account, the Client agrees that it is solely responsible for:
(i) maintaining the confidentiality and security of its Account information and password; and
(ii) any activities and those of any third party that occur through the Account, whether those activities have been authorised by the Client or not.
(e) The Client also agrees to let OrderEnter know if it detects any unusual activity on its Account as soon as the Client becomes aware of it.
(f) OrderEnter won’t be responsible to the Client for, and expressly disclaims any liability for, any cost, loss, damages or expenses arising out of a failure by the Client to maintain the security of its Account information or password.

4 SUPPORT SERVICES

4.1 GENERAL

The Client acknowledges and agrees:
(a) OrderEnter will take reasonable steps to provide Support where necessary during the Subscription Period;
(b) the Client must first endeavour to resolve any issues with the Software internally and OrderEnter will not assist with issues that are beyond its reasonable control;
(c) the Client is responsible for all internal administration and managing access, including storing back-up passwords and assisting its Personnel to access and use the Software;
(a) Service Levels (defined below) do not apply to any performance or availability issues arising from:
(i) factors outside our reasonable control (for example, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to our data centres, including at your site or between your site and our data centre);
(ii) any information technology systems, hardware or software not provided by OrderEnter;
(iii) the Client utilising the Solution contrary to OrderEnter’s advice on utilisation of the Solution (including any policies or guidelines provided to the Client by OrderEnter or a Third Party Service);
(iv) during or with respect to a preview, pre-release, beta test or trial versions of the Solution (including any particular feature);
(v) the Client or a User’s action or inaction to a reasonable request from OrderEnter in relation to an issue; or
(vi) the Client or a User’s failure to maintain and following appropriate security practices.
(b) OrderEnter cannot guarantee that all issues, problems or security threats will be identified;
(c) final solution may differ from initial diagnosis; and
(d) priority levels are determined at OrderEnter’s sole discretion.

4.2 SERVICE LEVELS

(a) OrderEnter will use its best endeavours to provide support to the Client during the Subscription Period in accordance the Service Levels in Table 1 (Service Levels). 
Table 1: Service Levels

Priority Response Target Resolution Target

(b) The severity and priority of calls are classified as follows: 
(i) Critical – business critical issues only, which prevent the majority of users from accessing the Software or where the module functionality is materially restricted with no feasible workaround 
(ii) High –Solution issues affecting multiple users and issues affecting business operation, which prevents a small group of users from accessing the Software or where the module functionality is restricted but a feasible workaround exists
(iii) Medium – notification of image/data capture issues/trends; non-critical general, operation and technical enquiries 
(iv) Low – feedback; non-essential system set-up changes, no compliance or cash flow impact.

4.3 DOWNTIME

(a) Service Levels are indicative and if OrderEnter is not able to meet a Service Level set out in this clause, for any reason, the Client will not have any claim for delay and OrderEnter will use its best endeavours to respond to or resolve the relevant issue as soon as possible; and
(b) OrderEnter will use its best endeavours to provide the Client with  8 hours prior notice of any downtime.

4.4 SUPPORT SERVICE HOURS AND CONTACT METHODS

(a) Unless otherwise agreed, the support services will be available from  9 am – 6 pm on Business Days (Business Hours). 
(b) All Response Times and Resolutions Targets do not include any time that falls outside a Business Hours.
(c) Support Services can be accessed via the following methods:

Assistance Method Details:
Support Portal: www.orderenter.com
Email: mail@orderenter.com

5 CLIENT OBLIGATIONS

5.1 GENERAL

The Client:
(a) must provide OrderEnter with all documentation, information and assistance reasonably required by OrderEnter to provide the Solution; and
(b) agrees that it will not, by receiving or requesting the Solution:
(i) breach any applicable laws, rules or regulations (including any applicable privacy laws); or
(ii) infringe the Intellectual Property Rights or other rights of any third party or breach any duty of confidentiality.

5.2 END USERS 

(A) The Client must, and must ensure that all End Users: 
(i) comply with this agreement at all times; and
(ii) notify OrderEnter without delay whenever it becomes aware of any case of a breach of this clause 5 or otherwise any illegal or unauthorised use of the Solution.
(b) The Client acknowledges and agrees that OrderEnter will have no liability for any act of a End User or for damage, loss or expense suffered by an End User in connection with the use of the Solution and will indemnify OrderEnter for any such damage, loss or expense. 

5.3 USE OF SOLUTION

The Client must not, and must not encourage or permit any End User or any third party to, without OrderEnter’s prior written approval:
(a) upload sensitive information or commercial secrets to the Software;
(b) upload any harmful, discriminatory, defamatory, maliciously false implications, offensive,  explicit, inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material to the Software;

(c) upload any material that is owned or copyrighted by a third party, unless the Client has obtained proper prior consent from the relevant third party;

(d) make copies of the Documentation or the Solution;
(e) adapt, modify or tamper in any way with the Solution;
(f) remove or alter any copyright, trade mark or other notice on or forming part of the Solution or Documentation;
(g) create derivative works from, or reproduce the Solution or Documentation;
(h) translate the Solution or Documentation, unless the Client has obtained proper prior consent from OrderEnter;
(i) publish or otherwise communicate the Solution or Documentation to the public, including by making it available online or sharing it with third parties;
(j) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Solution or Documentation to any third party;
(k) decompile or reverse engineer the Solution or any part of it, or otherwise attempt to derive its source code; 
(l) attempt to circumvent any technological protection mechanism or other security feature of the Solution;
(m) permit any person to use or access the Solution or Documentation (other than an employee of the Client);
(n) intimidate, harass, impersonate, stalk, threaten, bully or endanger any other user of the Solution or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Solution;
(o) share its Software account information with any other person and that any use of its account by any other person is strictly prohibited. The Client, must immediately notify OrderEnter of any unauthorised use of it or its User’s account, password or email, or any other breach or potential breach of the Software’s security;
(p) use the Solution for any purpose other than for the purpose for which it was designed, such as not using the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity; nor
(q) act in any way that may harm OrderEnter’s reputation or that of associated or interested parties or do anything at all contrary to the interests of OrderEnter or the Solution.
5.4 CLIENT DATA
By providing or posting Client Data, the Client represents and warrants that, and must ensure that all Users make equivalent representations and warranties:
(a) the Client is authorised to provide the Client Data;
(b) the Client Data is accurate and true at the time it is provided;
(c) the Client Data is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
(d) the Client Data does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, Confidential Information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
(e) the Client Data does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Solution or any network or system; and
(f) the Client Data does not breach or infringe any applicable laws.

6 THIRD PARTY SOFTWARE AND TERMS

6.1 THIRD PARTY TERMS

(a) The Client acknowledges and agrees that third party terms and conditions (Third Party Terms) may apply to use of the Solution.
(b) The Client agrees to any Third Party Terms applicable to any third party goods and services that are used in providing the Solution and OrderEnter will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms. 
(c) OrderEnter will endeavour to notify the Client of Third Party Terms that apply to the Solution, in which case:
(i) the Client must immediately notify OrderEnter if it does not agree to such Third Party Terms; and
(ii) if OrderEnter does not receive a notice in accordance with clause 6.1(c)(i), the Client will be taken to have accepted those Third Party Terms, and OrderEnter will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.
(d) The Client acknowledges and agrees that if it does not agree to any Third Party Terms, this may affect OrderEnter’s ability to meet any agreed schedules for delivering the Solution.

6.2 THIRD PARTY SOFTWARE

(a) The Client acknowledges and agrees that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. OrderEnter cannot guarantee that integration processes between the Software and other software programs or IT systems will be free from errors, defects or delay. 
(b) The Client agrees that OrderEnter will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the Software if the Client integrates it with third party software, or changes or augments the Software, including by making additions or changes to the Software code or by incorporating APIs into the Software.

(c) If the Client adds third party software or software code to the Software, integrates the Software with third party software, or make any other changes to the Software, including the Software code (User Software Changes), then:

(i) the Client acknowledges and agrees that Client Solution Changes can have adverse effects on the Solution, including the Software;
(ii) the Client indemnifies OrderEnter in relation to any loss or damage that arises in connection with the Client Solution Changes;
(iii) OrderEnter will not be liable for any failure in the Solution, to the extent such failure is caused or contributed to by a User Software Change;
(iv) OrderEnter may require the Client to change or remove Client Solution Changes, at OrderEnter’s discretion, and if OrderEnter does so, the Client must act promptly;
(v) OrderEnter may suspend the Client’s access to the Solution until the Client has changed or removed Client Solution Changes; and/or
(vi) OrderEnter may change or remove any Client Solution Changes, in its absolute discretion. OrderEnter will not be liable for loss of data or any other loss or damage the Client may suffer in relation to OrderEnter’s amendment to, or removal of, any User Software Change.

7 SPECIFIC USER TERMS

7.1 MANUFACTURER TERMS

If you are entering this agreement as a Manufacturer, you acknowledge and agree that:
(a) You must only upload high-quality content (to be determined at OrderEnter’s sole discretion);
(b) the product information you provide (including but not limited to availability and price) (Product Information) must:
(i) be accurate and reliable;
(ii) correspond to actual technical characteristics and specifications of the products;
(iii) be updated at least once every 3 months.

7.2 DISTRIBUTOR TERMS

If you are entering this agreement as a Distributor, you acknowledge and agree that:
(a) it is your responsibility to provide OrderEnter with any kind of confirmation from the Manufacturer accepted by OrderEnter that you are entitled to sell the products on behalf of a Manufacturer in the specific territory; 
(b) the Product Information you provide (including but not limited to availability and price) must:
(i) be accurate and reliable;
(ii) correspond to actual technical characteristics and specifications of the products;
(iii) be updated at least once every 3 months.

8 PAYMENT

8.1 GENERAL

(a) The Client must pay to OrderEnter the fees in the amounts, at the times and via the method as set out on the Website for your Subscription Tier, in an Order Form, or as otherwise agreed in writing (Fees).
(b) All Fees are paid in advance and non-refundable for change of mind.

8.2 SUBSCRIPTION FEES

(a) Despite anything in this agreement, the Subscription Fee is not payable during any Free Trial Period set out in on the Website or in an Order Form.
(b) The Client must pay the Subscription Fees in the amounts and at the times set out on the Website for your Subscription Tier, in an Order Form or as otherwise agreed in writing.
(c) All Subscription Fees must be paid in advance and are non-refundable for change of mind.
(d) Unless otherwise agreed in writing, the Subscription Fees are due and payable in accordance with the Client’s selected Payment Cycle (as set out on the Website or in the Order Form) for the duration of the Subscription Period.
(e) You must pay Subscription Fees in respect of each Payment Cycle via your selected payment method, unless you terminate this agreement in accordance with clause 17. 
(f) Otherwise, OrderEnter will continue to invoice or debit (as the case may be) the Subscription Fees from the Client’s account each Payment Cycle. 

8.3 INVOICES

Unless otherwise agreed in writing, if OrderEnter issues an invoice to the Client for the Fees, payment must be made by the time(s) specified in such invoice.

8.4 PAYMENT METHODS

The Client can pay the Fees via credit card, direct debit, Electronic Funds Transfer or via our Payment Provider. The Client will select its payment method at the time of selecting its Subscription Tier via the Website, or in an Order Form.

8.5 DIRECT DEBIT 

If you agree to pay via direct debit (DD), you:
(a) authorise DD in line with our Payment Provider’s separate DD mandate form (DD Mandate Form) and any DD agreement (DD Agreement) as applicable; 
(b) agree to enter into any DD Agreement required by our Payment Provider;
(c) authorise us to charge your bank account or credit card in advance in line with any DD Mandate Form and any DD Agreement; 
(d) must ensure that there are sufficient funds available in your account to allow our Payment Provider to debit the Fees payable; 
(e) acknowledge and agree that there may be additional payments required from the Payment Provider if you miss of fail to make any payment and these terms are separate and in addition to these terms; and 

(f) acknowledge that we will not pay any charge back amount if you fail to terminate your Subscription in accordance with clause 17. By choosing a recurring payment plan, you acknowledge that your Subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to your cancellation of your Subscription. We may submit periodic charges for the Fees without further authorisation from you, until you provide prior written notice (receipt of which is confirmed by us) that you have terminated this authorisation or wish to change your payment method. Such notice will not affect charges submitted before we could reasonably act on such notice. To terminate your authorisation or change your payment method, please contact us via our Website.

8.6 VAT

Unless otherwise indicated, the Fees do not include VAT. In relation to any VAT payable for a taxable supply by OrderEnter, the Client must pay the VAT subject to OrderEnter providing a tax invoice.

8.7 CHANGES TO FEES

OrderEnter reserves the right, from time to time, to change the Fees. OrderEnter will notify the Client in advance if it does this. 

8.8 FAILURE TO PAY

(a) If Fees are not paid when they are due, OrderEnter may revoke the Client’s Account and require payment for the Client to continue accessing the Solution.
(b) If the Client’s Account is revoked due to non-payment, OrderEnter will inform all relevant Users (to be determined at OrderEnter’s discretion) of the Client that their account has been deactivated.

8.9 THIRD PARTY PAYMENT PROVIDER

OrderEnter may use third-party payment providers (Payment Providers) to collect Fees. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider and OrderEnter is not liable for the security or performance of the Payment Provider. OrderEnter reserves the the right to correct, or to instruct its Payment Provider to correct, any errors or mistakes in collecting the Client’s payment.

9 UPGRADES AND DOWNGRADES

(a) The Client may notify OrderEnter that it would like to upgrade or downgrade its Subscription Tier at any time.
(b) If the Client provides a notice under clause 9(a), or OrderEnter otherwise becomes aware that the Client’s use of the Solution has changed such that it falls into a new Subscription Tier, OrderEnter will:
(i) take reasonable steps to promptly provide the Client with access to the new Subscription Tier; and
(ii) upon providing such access, charge you the new Subscription Fees at a pro-rata amount for the remainder of the then current Payment Cycle. For the avoidance of doubt, this is calculated based on the number of days remaining in the then current Payment Cycle (as relevant); and
(iii) charge you the new Subscription Fees for your new Subscription Tier in advance at the start of your next Payment Cycle. 
(c) For the avoidance of doubt, if you choose to upgrade your Subscription Tier during your Payment Cycle, your Payment Cycle will not recommence but rather, will continue in accordance with your existing Payment Cycle.
(d) If you wish to downgrade your Subscription to a lower Subscription Tier, you may notify us (using the functionality provided in the Platform) at any time before the end of your Payment Cycle. If you provide us with notification in accordance with this clause:
(i) the new Subscription Fees will take effect at the end of your then current Payment Cycle and no pro-rata refunds will be provided;
(ii) you will be charged your new Subscription Fees at the start of your next Payment Cycle.
(e) If you choose to downgrade your subscription, you acknowledge and agree that we are not liable for, and you release us for all claims arising in connection with, any loss of content, features, or capacity, including your data in relation to a downgrade in your subscription.

10 POSTED MATERIALS

10.1 TYPES OF POSTED MATERIALS

As part of using the Solution, the Client may provide or post information or Material, upload Client Data, Product Information or other content to the Software in accordance with Clause 7 \ (Posted Materials). The Client acknowledges and agrees that the Posted Materials may be accessed by OrderEnter or other third parties.

10.2 WARRANTIES

By providing posting or sharing the Posted Material, the Client represents and warrants that, and must ensure that all End Users make equivalent representations and warranties:
(a) It is authorised to provide the Posted Material;
(b) the Posted Material is accurate and true at the time it is provided;
(c) any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
(d) the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
(e) the Posted Material is not "passing off" of any product or service and does not constitute unfair competition; 

(f) the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, Confidential Information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
(g) the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Software or any network or system; and
(h) the Posted Material does not breach or infringe any applicable laws.

10.3 POSTED MATERIALS – IP LICENCE

By creating, providing or posting any Posted Materials, the Client grants to OrderEnter (and its Personnel and service providers) a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in those Posted Materials for the purpose of providing the Solution to the Client and third parties (including, but not limited to, sharing the Posted Materials on OrderEnter’s Website for promotional purposes).

10.4 REMOVAL OF POSTED MATERIALS

OrderEnter does not have any obligations to screen Posted Materials in advance of them being provided or posted and the Client’s compliance with these terms is its responsibility. However, OrderEnter may, if it chooses, review and remove any Posted Materials at any time without giving any explanation or justification for removing the material and/or information.

11 INTELLECTUAL PROPERTY

11.1 DEFINTIONS

In this clause, the following terms have the following meanings in relation to Intellectual
Property Rights:
(a) Existing Material means Material, other than New Material;
(b) New Material means Material that is created, written, developed or otherwise brought into existence during the Subscription Period for the purposes of this agreement; and
(c) Material means tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever.

11.2 EXISTING MATERIAL

(a) Each party retains ownership of Intellectual Property Rights in its Existing Material and nothing in this agreement transfers ownership or assigns any Intellectual Property Rights in Existing Material of a party to the other party.
(b) The Client grants OrderEnter a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify and adapt any Existing Material for the purposes of OrderEnter performing the Enrichment Services, providing the Solution and enjoying the benefits of the New Material (where the Existing Material is incorporated into the New Material). 
(c) OrderEnter grants the Client a limited licence to the Intellectual Property Rights in its Existing Material for the sole purpose of the enjoying the New Material for the duration of the Subscription.

11.3 NEW MATERIAL

Intellectual Property Rights in New Material are immediately assigned to and vest OrderEnter as those rights are created.

11.4 LICENCE TO NEW MATERIAL

OrderEnter grants to the Client a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify and adapt the New Material for the duration of the Client’s Subscription.

11.5 CLIENT DATA

(a) The Client grants to OrderEnter (and its Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Client Data to the extent reasonably required to provide the Solution.
(b) The Client:
(i) warrants that OrderEnter’s use of Client Data as contemplated by this agreement will not infringe any third-party Intellectual Property Rights; and 
(ii) indemnifies OrderEnter from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

12 CONFIDENTIALITY

(a) Except as contemplated by this agreement, a party must not and must not permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without its prior written consent. 
(b) This clause does not apply to:
(i) information which is generally available to the public (other than as a result of a breach of these terms or another obligation of confidence); 
(ii) information required to be disclosed by any law; or
(iii) information disclosed by a party to its subcontractors, employees or agents for the purposes of fulfilling its obligations under this agreement (Additional Disclosees).
(c) If either party becomes aware of a suspected or actual breach of this clause 12 by that party or an Additional Disclosee, that party will immediately notify the other party and take reasonable steps required to prevent, stop or mitigate the suspected or actual breach.

13 PRIVACY AND DATA PROTECTION

13.1 PRIVACY

The Client agrees to OrderEnter’s Privacy Policy, located on http://orderenter.com/privacy-policy/, which is incorporated into this agreement by reference. Please read the Privacy Policy carefully as it governs OrderEnter’s collection, use, and disclosure of personal data.

13.2 DATA PROTECTION

(a) Words and phrases in this section shall have the meaning given to them by applicable data protection and privacy laws, including the General Data Protection Regulation 2016/679 (GDPR) and applicable national legislation that implements or supplements the GDPR or otherwise applies to data protection and privacy, and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated (Data Protection Legislation) and the terms “controller”, “processor”, “process” and “personal data” shall have the meanings given to those terms in such Data Protection Legislation. 
(b) During and after the delivery of the Services, the Client agrees that OrderEnter will be processing personal data for its own purposes and as such will be a controller under the Data Protection Legislation and this includes (but is not limited to) the following purposes:
(i) OrderEnter providing the Solution;
(ii) OrderEnter and/or its subcontractors and third party suppliers use the contact details the Client and the Client’s representatives to send marketing materials or other publications; 
(iii) OrderEnter may process personal data concerning its other clients and contacts in other ways for its own business purposes;
(iv) OrderEnter may process and transfer personal data as necessary to effect a re-organisation of its business; and 
(v) OrderEnter may share personal data with other legal or professional advisers used by us to provide the Client with legal or professional services. 
(c) During and after the delivery of the Solution, there may be limited occasions where OrderEnter may process on the Client’s behalf as a processor any personal data the Client have provided to OrderEnter. OrderEnter will advise the Client in writing where OrderEnter believes OrderEnter may act as a processor and any such processing shall be in accordance with, and subject to, this clause 13.2 and Schedule 1.
(d) Before performing the processing, OrderEnter shall document within the instructions the subject matter and duration of the processing, the nature and purpose of the processing, the types of personal data and categories of data subjects and the other terms prescribed by the Data Protection Legislation. OrderEnter will ensure that all appropriate technical and organisational measures are taken to protect any personal data supplied by the Client to OrderEnter against unauthorised or unlawful processing, accidental loss, destruction or damage, including when OrderEnter subcontract any processing (for example, in the case of external storage of data).
(e) The Client’s instructions are taken to include the use by OrderEnter, where appropriate, of independent contractors and third party suppliers appointed by us for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and the like, in accordance with the foregoing. 
(f) By accepting this agreement the Client gives positive consent for OrderEnter to obtain, store and process information about the Client as described in this clause 13. The Client agrees that where necessary the Client will have satisfied relevant statutory ground under the Data Protection Legislation in connection with the processing, before providing OrderEnter with personal data.
(g) Each party shall comply with the terms of the Data Protection Legislation.

13.3 THIRD PARTY DATA

(a) The Client warrants, in relation to the personal information and all other data that it provides to OrderEnter in connection with this agreement (Third Party Data), that: 
(i) the Client has all necessary rights in relation to Third Party Data, such that the Services can be performed in respect of that data;
(ii) the Client is not breaching any Law by providing OrderEnter with Third Party Data;
(iii) OrderEnter will not breach any Law by performing the Services in relation to any Third Party Data;
(iv) there are no restrictions placed on the use of the Third Party Data (including by any Third Party Terms) and if there are any such restrictions, the Client has notified OrderEnter of this, and OrderEnter has agreed to perform the Services in respect of that data (being under no obligation to do so); and
(v) OrderEnter will not breach any Third Party Terms by performing the Services in relation to any Third Party Data.
(b) The Client agrees at all times to indemnify and hold harmless OrderEnter and its officers, employees and agents from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those parties, where such loss or liability was caused or contributed to a breach of a warranty in clause 13.3(a).

(c) The Client and OrderEnter acknowledge that in respect of any Third Party Data and for the purposes of the Data Protection Legislation, the Client is the controller and OrderEnter is the processor.
(d) The Client and OrderEnter will comply with the Data Protection Legislation.
(e) OrderEnter shall, in relation to any Personal Data processed in connection with this clause 13.3
(i) process that Personal Data only on written instructions of the Client as detailed in Schedule 1, as updated from time to time;
(ii) keep the Personal Data confidential;
(iii) comply with the Client’s reasonable instructions with respect to processing Personal Data;
(iv) not transfer any Personal Data outside of the UK or EEA unless, in accordance with the Data Protection Legislation, OrderEnter ensures that: 
(A) the transfer is to a country approved as providing an adequate level of protection for Personal Data; or 
(B) there are appropriate safeguards in place for the transfer of Personal Data; or 
(C) one of the derogations for specific situations applies to the transfer;
(v) assist the Client at the Client’s cost in responding to any data subject access request and to ensure compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;
(vi) notify the Client without undue delay on becoming aware of a Personal Data breach or communication which relates to OrderEnter’s or Client’s compliance with the Data Protection Legislation;
(vii) at the written request of the Client, delete or return Personal Data (and any copies of the same) to the Client on termination of this agreement unless required by the Data Protection Legislation to store the Personal Data; and
(viii) maintain complete and accurate records and information to demonstrate compliance with this clause 13.3 and allow for audits by the Client or the Client’s designated auditor.
(f) OrderEnter shall ensure that they have in place appropriate technical or organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures. Such measures may include, where appropriate:
(i) pseudonymising and encrypting Personal Data;
(ii) ensuring confidentiality, integrity, availability and resilience of its systems and services;
(iii) ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident; and
(iv) regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it.
(g) The Client agrees that any subcontractor appointed under clause 16  is a third-party processor of Personal Data under this agreement. 

14 WARRANTIES

14.1 SERVICE LIMITATIONS

The Solution is made available to the Client strictly on an ‘as is’ basis. Without limitation, the Client acknowledges and agrees that OrderEnter cannot guarantee that:
(a) the Solution will be free from errors or defects;
(b) the Solution will be accessible at all times;
(c) messages sent through the Solution will be delivered promptly, or delivered at all;
(d) information received or supplied through the Solution will be secure or confidential; or
(e) any information provided through the Solution is accurate or true.

14.2 CORRECTION OF DEFECTS

(a) OrderEnter will correct any errors, bugs or defects in the Solution which arise during the Subscription Period, and which are notified to OrderEnter by the Client unless the errors, bugs or defects:
(i) result from the interaction of the Solution with any other solution or any computer hardware or services not approved in writing by OrderEnter;
(ii) result from any misuse of the Solution; or
(iii) result from the use of the Solution by the Client other than in accordance with this agreement or the Documentation.
(b) The Client agrees to provide OrderEnter and its Personnel reasonable access to its premises, Personnel and IT systems to assist OrderEnter in correcting any defects in the Solution.

14.3 EXCLUSION OF OTHER WARRANTIES

To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in this agreement are excluded. 

15 LIABILITY

(a) (Liability) To the maximum extent permitted by applicable law, OrderEnter limits all liability in aggregate of all claims to the Client (and any third parties who encounter the services or goods through the Client’s business) for loss or damage of any kind, however arising whether in contract, tort, statute, equity, indemnity or otherwise, arising from or relating in any way to this agreement or any goods or services provided by OrderEnter to the amount paid by the Client to OrderEnter in the 3 months preceding the date of the event giving rise to the relevant liability.

(b) (Indemnity) The Client indemnifies OrderEnter and its employees, contractors and agents in respect of all liability for any claim(s) by any person (including any third party who encounter the services or goods through the Client’s business) arising from the Client’s or the Client’s employee’s, client’s, contractor’s or agent’s:
(i) breach of any third party intellectual property rights; 
(ii) breach of any term of this agreement; 
(iii) negligent, wilful, fraudulent or criminal act or omission; or 
(iv) use of the Solution.
(c) (Consequential loss) To the maximum extent permitted by law, under no circumstances will OrderEnter be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this agreement or any goods or services provided by OrderEnter.
(d) (Unfair Contract Terms) To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these T&Cs or a Scope of Work including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.
(e) Nothing in this agreement shall exclude or limit a party’s liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party’s negligence.

16 SUBCONTRACTING

OrderEnter may subcontract any aspect of providing the Solution and the Client hereby consents to such subcontracting.

17 TERMINATION

17.1 TERMINATION FOR CONVENIENCE

Either party may terminate this agreement at any time without reason prior by providing the other party at least [90] days’ written notice prior to the expiration of the Initial Subscription Period or the then-current Renewal Period. This agreement will end upon the expiration of the Initial Subscription Period or the then-current Renewal Period.

17.2 TERMINATION FOR CAUSE

(a) Either party (Non-Defaulting Party) may terminate this agreement immediately by written notice to the other party (Defaulting Party) if the Defaulting Party is in breach of this agreement and either:
(i) fails to remedy such breach within 14 days of receiving notice from the Non-Defaulting Party requiring it to remedy such breach; or
(ii) that breach is not capable of remedy.
(b) The termination date is the date that the breach is determined to not be remedied under clause 17.2(a).

17.3 EFFECT OF TERMINATION

If the event of termination:
(a) all amounts already paid to OrderEnter (including any Subscription Fees) will be non-refundable;
(b) each party must return all property and Confidential Information to the other party;
(c) where applicable, the Client must remove the Software from all its computer systems;
(d) the Client’s access to its Account will be revoked at the end of the then current Payment Cycle;
(e) comply with all obligations that are by their nature intended to survive the end of this agreement, including without limitation clauses 15 and 11; and
(f) stop using any materials that are no longer owned by, or licensed to, them under clause 2.2 and 11.

18 DISPUTES

18.1 DISPUTES BETWEEN USERS

(a) Each User agrees that any dispute relating to another User should be directed to the relevant User. The Users must take all reasonable steps to resolve any dispute.
(b) If any issue or problem relating to the Solution remains unresolved after directing a complaint to the relevant User, or if the complaint does not relate to a user, the User must report it to OrderEnter via mail@orderenter.com. OrderEnter will assess the complaint and attempt to quickly and satisfactorily resolve it.
(c) Any costs a User incurs in relation to a complaint or dispute will be the User’s responsibility.
(d) Each User acknowledges and agrees that any losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) incurred in relation to a dispute with another User will be each User’s own responsibility.

18.2 DISPUTES BETWEEN CLIENT AND ORDERENTER

(a) A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory injunction, unless that party has complied with the requirements of this clause.
(b) A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.

(c) Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

19 NOTICES 

(a) Any notices required to be sent under this agreement must be sent via email using the party’s email addresses set out in the Order for a Subscription or in the Order Form and the email’s subject heading must refer to the name and date of this agreement. 
(b) If no email address is stated in this agreement, the notice may be sent to the email address most commonly used by the parties to correspond in relation to this agreement at the time the notice is sent. 
(c) The notice will be considered to be delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was otherwise not delivered or received.

20 FORCE MAJEURE

(a) A ‘Force Majeure Event’ means any occurrence beyond the control of the Affected Party which prevents the Affected Party from performing an obligation under this agreement (other than an obligation to pay money), including any:
(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
(ii) strike or other industrial action; or
(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic.
to the extent the occurrence affects the Affected Party’s ability to perform the obligation.
(b) If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:
(i) reasonable details of the Force Majeure Event; and
(ii) so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
(c) Subject to compliance with clause 20(b), the relevant obligation will be suspended during the Force Majeure Event to the extent that the obligation is affected by the Force Majeure Event.
(d) The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible and resume performing the relevant obligation.

21 GENERAL

21.1 GOVERNING LAW AND JURISDICTION

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

21.2 THIRD PARTY RIGHTS

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

21.3 WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

21.4 SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

21.5 JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

21.6 ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

21.7 COUNTERPARTS

This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.

21.8 COSTS

Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

21.9 ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

21.10 INTERPRETATION

(a) (singular and plural) words in the singular includes the plural (and vice versa);
(b) (gender) words indicating a gender includes the corresponding words of any other gender;

(c) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(d) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(e) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(f) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(g) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
(h) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(i) (includes) the word “includes” and similar words in any form is not a word of limitation; and
(j) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

22 DEFINITIONS 

In this agreement, capitalised terms have the meaning given to them in this agreement or an Order Form, and the following phrases have the meaning set out below.

Schedule 1 

Processing of Personal Data by OrderEnter

2 SCOPE
Personal data may be collected, stored and analysed on OrderEnter’s systems or the Client’s systems only and not within the sole control of OrderEnter at any time. 
3 NATURE
Electronically, automatically through the Solution. 
4 PURPOSE OF PROCESSING
To provide the Solution as contracted between OrderEnter and the Client and in accordance with this agreement. 
5 DURATION OF PROCESSING
The duration of this agreement only.
6 CATEGORIES OF PERSONAL DATA
Name, email address, web session activity, transactional data, campaign (e.g. Email) activity.
7 CATEGORIES OF DATA SUBJECT
Employees and contractors of the Client, employees and contractors of the Client’s customers, customers of the Client.