Terms Of Service

Last updated: 9th Feb 2021

 

THESE TERMS OF SERVICE CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND DEPT OF DIGITAL LTD. ("DEPT") AND GOVERN YOUR USE OF THIS WEB SITE OR MOBILE APPLICATION, OR ANY OTHER SOFTWARE USED TO ACCESS DEPT OF DIGITAL PRODUCTS AND SERVICES ("PRODUCTS"). IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, YOU MUST LEAVE THIS WEBSITE IMMEDIATELY. YOU MUST ACCEPT AND ABIDE BY THESE TERMS OF SERVICE AS PRESENTED TO YOU: CHANGES, ADDITIONS, OR DELETIONS ARE NOT ACCEPTABLE, AND DEPT MAY REFUSE ACCESS TO OUR PRODUCTS FOR NONCOMPLIANCE WITH ANY PART OF THESE TERMS OF SERVICE.

  1. Access. Access to the Products is provided solely as an accommodation and at Dept's sole discretion, and is available only to (a) authorised representatives of a person or entity with a valid Vendor Agreement (an "Vendor") that has agreed to the Dept Of Digital Vendor Agreement (the “Agreement”) (such representatives, "Developer Representative(s)") who have been granted access to the Product by the Vendor or Dept solely for purposes of managing their Dept Of Digital account, editing Menus, changing prices, fulfilling customer orders or other related tasks and services.

  2. System Requirements. Use of the Product requires compatible hardware (fees may apply), Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Product involves hardware, software, and Internet access, your ability to use the Product may be affected by the performance of these factors. High speed Internet access is strongly recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility.

  3. Confidentiality. You acknowledge that, in the course of your use of the Product, you may have access to certain information and materials that are confidential and are of substantial value to Dept, including, but not limited to, any proposed Agreement you download from Dept or you otherwise receive from Dept, any method, design, screenshot or layout for managing similar systems, which/whose value would be impaired if such information were disclosed to third parties or used for purposes other than expressly permitted by any Agreement, or as set forth herein ("Dept Confidential Information"). You agree to maintain any Dept Confidential Information in confidence, and not disclose or otherwise make available Dept Confidential Information to any third party without the prior written consent of Dept. In the event either party chooses not to enter into an Agreement, you agree to destroy all copies of any Dept Confidential Information in your possession, including any proposed Agreement(s).

  4. Agreement. Your use of Product is, if applicable, subject to the terms of the Agreement, including, without limitation, its confidentiality provisions. In the event of any conflict between these Terms of Service or any information provided on Product, on the one hand, and the Agreement, on the other hand, the terms of the Agreement shall govern.

  5. Your Information. You agree to provide accurate, current, and complete information required to register with the Product and at other points as may be required in the course of using the Product ("User Data"). You hereby confirm that any User Data you already have provided to Dept has been accurate, current and complete. You further agree to maintain and update your User Data as required to keep it accurate, current, and complete.

  6. Account and Password. As a registered user of the Product, you must establish an account ("Account"). You are solely responsible for maintaining the confidentiality and security of your Account. You may not reveal your Account information to anyone else, allow anyone else to use your Account, or use anyone else's Account. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify Dept of any unauthorised use of your Account or any other breach of security. Dept shall not be responsible for any losses arising out of the unauthorised or other improper use of your Account.

  7. Particular Dept Services.

    1. dStation (if applicable). The dStation is an application that is used to fulfil orders and is installed on either an iOS and Android device. Use of dStation software, available for download through App Store or Google Play Store, is subject to the license agreement presented in connection therewith, as well as these Terms of Service. In the event of any conflict between the dStation license agreement or these Terms of Service, the Agreement agreement shall govern.

    2. Dashboard (if applicable). The Dashboard is a web application that is used to manage the Vendor account and allow you to edit the menu, change prices, manage customer refunds and other similar activities. Use of the Dashboard available at https://dashboard.deptofdigital.com, is subject to the license agreement presented in connection therewith, as well as these Terms of Service. In the event of any conflict between the dStation license agreement or these Terms of Service, the Agreement shall govern.

    3. Images. Dept may permit you to upload certain images, food items, logos, images (“Licensed Application Information”) for worldwide use by Dept to display, market, or deliver in your Order Channels (e.g your app or website which are provided to you as part of our services) to end-users. Notwithstanding the terms of the Agreement, You represent and warrant that:

      • you have cleared all worldwide rights, including, without limitation, any rights of publicity of any person depicted in the Licensed Application Information, any copyrights of photographers, artists, or other third parties, and any trademark rights in marks featured in the Licensed Application Information, that may be necessary for the use of Licensed Application Information as set forth herein and in the Agreement;

      • you are responsible for all worldwide royalties, fees and/or other sums (if any) payable with respect to Licensed Application Information and its use as set forth herein and in the Agreement;

      • the Licensed Application Information does not violate any applicable laws or regulations; and

      • you have the authority to make the foregoing representations and warranties on behalf of yourself and any entity on behalf of which you are uploading the Licensed Application Information,

  1. Intellectual Property.

    1. Acknowledgement of Ownership. You agree that Product contains proprietary information and material that is owned by Dept and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for use of the Product in compliance with these Terms of Service or the Agreement. No portion of the Product may be reproduced in any form or by any means.

    2. Copyrights. All copyrights in and to the Product are owned by Dept and/or its licensors.

    3. Trademarks. Dept Of Digital, the Dept logo, the dStation, the Dashboard and other Dept trademarks, service marks, graphics, and logos used in connection with Product are trademarks or registered trademarks of Dept Of Digital Ltd. and/or other countries. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks, except as explicitly permitted by the Agreement.

  1. Data Protection; The Product contains Personal Data, you agree to keep all Personal Data confidential, you are not permitted to copy, reproduce, remove, delete, alter any Personal Data held within the product that is no yours in any way whatsoever. You may not remove, or publish, or republish any personal data in any way unless its specific use is for the explicit reason of fulfilling a customer order, in a way that does not enable that Personal Data to be made available in the public domain.

  2. Protecting Personal Data; You will at all times use your Best Endevaours to prevent or avoid any Data Breach within the Product.

  3. Disclaimer of Warranties; Liability Limitations.

    1. DEPT DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME DEPT MAY REMOVE THE PRODUCT (OR ANY PARTICULAR ELEMENT OIF THE PRODUCT OR SERVICES THEREIN) FOR INDEFINITE PERIODS OF TIME, OR CEASE TO OFFER THE PRODUCT IN ITS ENTIRETY, AT ANY TIME, WITHOUT NOTICE TO YOU.

    2. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE PRODUCT IS AT YOUR SOLE RISK. ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH DEPT ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

    3. IN NO CASE SHALL DEPT, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE PRODUCT OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY PRODUCT OR SERVICE, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY PRODUCT OR SERVICE, POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE BY DEPT, EVEN IF ADVISED OF THEIR POSSIBILITY.

    4. DEPT DOES NOT REPRESENT OR GUARANTEE THAT THE PRODUCT WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND DEPT DISCLAIMS ANY LIABILITY RELATING THERETO.

  1. Indemnity. BY USING THE PRODUCTS, YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD DEPT, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THESE TERMS OF SERVICE, ANY REPRESENTATIONS OR WARRANTIES MADE BY YOU HEREIN, OR YOUR OTHER IMPROPER, UNAUTHORISED OR UNLAWFUL USE OF THE PRODUCT.

  2. Notices. Dept may send you notice with respect to Products by sending an email message to the email address listed in your Account contact information, by sending a letter via postal mail to the contact address listed in your Account contact information. Notices shall become effective immediately.

  3. Governing Law. This Agreement shall be governed by and construed in accordance with English law. The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.You hereby waive the right to object to the foregoing choice of law, personal jurisdiction or venue.

  4. These Terms of Service constitute the entire agreement between you and Dept governing your use of the Product, superseding any prior agreements between you and Dept governing your use of the Products. If any part of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Dept's failure to enforce any right or provisions in these Terms of Service will not constitute a waiver of such provision, or any other provision of these Terms of Service. Dept will not be responsible for failures to fulfill any obligations due to causes beyond its control.