Terms of Service
1. Definitions
2. Services
2.1 Licence to Use
Subject to these Terms and payment of applicable Fees, Ordevo grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the subscribed Services for the Customer's business operations.
2.2 Web Ordering
Where web ordering is enabled, Ordevo provides technology that allows End Users to browse the Customer's menu and submit orders directly to the Customer. The Customer remains responsible for menu information, pricing, availability, preparation, fulfilment, delivery and the sale of food or other products to End Users.
2.3 AI Phone Services
Where subscribed, Ordevo may use artificial intelligence to answer telephone calls, provide information, take orders or reservation requests, and route or transfer calls. AI-generated responses may occasionally be incomplete or inaccurate. The Customer is responsible for reviewing its configuration, menu, policies and information supplied to the AI service.
2.4 WhatsApp Services
Where WhatsApp functionality is enabled, End Users may interact with the Customer through WhatsApp. Such functionality may depend on Meta's WhatsApp Business Platform and is also subject to applicable Meta terms, policies and technical availability.
2.5 Third-Party Integrations
Ordevo may connect with point-of-sale systems, reservation platforms, payment providers, delivery providers, telecommunications services and other third-party platforms. Availability and functionality may depend on those third parties.
2.6 Evaluation Services
Evaluation Services are provided on an "AS IS" and "AS AVAILABLE" basis. Ordevo may modify or discontinue Evaluation Services at any time.
2.7 Updates
Ordevo may update, improve or modify the Services from time to time. Where reasonably practicable, notice will be provided before a change that materially reduces core subscribed functionality.
2.8 Ownership
Ordevo and its licensors retain all intellectual property rights in the Services, software, technology, designs and related materials. Customer feedback may be used to improve the Services without restriction or payment.
3. Term and Termination
3.1 Term
These Terms apply from the date the Customer first subscribes to, activates or uses a paid Service and continue until all subscribed Services are terminated.
3.2 Monthly Subscriptions
Unless otherwise agreed, subscriptions are billed monthly and automatically renew for successive monthly periods until cancelled in accordance with these Terms.
3.3 Annual Subscriptions
Where an annual subscription is expressly agreed, applicable Fees are payable in advance for the agreed twelve-month period unless otherwise stated in writing.
3.4 Customer Cancellation
Monthly subscriptions may be cancelled at any time by giving at least thirty (30) days' written notice through the contact details supplied by Ordevo. The subscription ends at the end of the notice period. Unless otherwise agreed, Fees already paid are non-refundable. Section 5 applies to the return of the Ordevo Terminal.
Annual subscriptions are non-refundable unless otherwise agreed in writing or required by applicable law.
3.5 Free Trial
Where a free trial is offered, it lasts fourteen (14) days from the Go-Live Date, unless a different period is agreed in writing. No subscription Fees are charged during the trial period.
To start a trial, the Customer must provide a valid payment method (card or SEPA Direct Debit). Unless the Customer cancels before the trial period ends, the subscription starts automatically at the end of the trial and the first Fee is charged to that payment method.
A Customer that cancels during the trial pays no subscription Fees but must return the Ordevo Terminal in accordance with Section 5.
3.6 Suspension and Termination
Ordevo may suspend or terminate access where Fees are overdue, the Customer materially breaches these Terms, use of the Services creates a security or operational risk, or suspension is reasonably necessary to comply with law or third-party platform requirements.
3.7 End User Orders and Reservations
Orders and reservations placed by End Users are made with the applicable restaurant or food business, not with Ordevo. Cancellation, refund, delivery, allergen, pricing, no-show and similar policies are determined by the Customer.
4. Fees and Payment
- Subscription Fees are charged according to the plan, proposal or pricing agreed with the Customer.
- Fees are collected automatically by card or SEPA Direct Debit through Ordevo's payment provider. The Customer authorises Ordevo to charge its saved payment method for recurring Fees and for any amount due under Section 5, and, for SEPA Direct Debit, grants the corresponding mandate.
- Plans may include a monthly allowance, such as a number of AI phone calls. Usage above the allowance may be charged, or a higher plan proposed, as set out in the applicable plan.
- Additional usage, telecommunications, messaging, integration or other charges may apply where specified in the applicable plan.
- The Customer is responsible for applicable taxes, including VAT where applicable.
- Failure to pay Fees when due may result in suspension of the Services.
- Third-party payment processing charges are separate from Ordevo subscription Fees unless expressly stated otherwise.
5. Ordevo Terminal
5.1 Supply
Where the Customer's plan includes an Ordevo Terminal, Ordevo supplies it at no additional upfront charge for use with the Services. Ownership of the Ordevo Terminal remains with Ordevo until it transfers under Section 5.2. Risk of loss, theft or damage passes to the Customer on delivery.
5.2 Ownership After Six Months
Once the Customer has paid six (6) consecutive monthly subscription Fees (or an annual subscription has been paid), ownership of the Ordevo Terminal transfers to the Customer at no further cost.
5.3 Cancellation Before Ownership Transfers
If the subscription or trial ends before ownership has transferred, the Customer must, within fourteen (14) days of the end date, either:
- return the Ordevo Terminal, with its accessories, in good working condition (normal wear excepted) to the address provided by Ordevo; or
- keep the Ordevo Terminal and pay its remaining value.
The remaining value is €149 (or the equivalent amount shown in the Customer's plan for other currencies), reduced by one-sixth for each monthly subscription Fee already paid.
If the Ordevo Terminal is not returned within that period, or is returned damaged beyond normal wear, Ordevo may charge the remaining value to the Customer's saved payment method. Return shipping costs are borne by the Customer unless Ordevo provides a prepaid return label.
5.4 Faults
If the Ordevo Terminal develops a fault through normal use while the Customer has an active subscription, the Customer should contact Ordevo support. Ordevo will repair or replace it where the fault is not caused by misuse, accident or unauthorised modification.
6. Customer Payments and Payment Providers
Where the Services enable End Users to make online payments, payment processing is provided by the payment provider connected by the Customer. Ordevo provides the technical integration but does not itself provide banking or card-acquiring services.
Unless expressly agreed otherwise, payments for restaurant orders are processed by the Customer's payment provider and settled according to that provider's terms. Ordevo does not take ownership of funds paid by End Users for restaurant orders.
The Customer is responsible for maintaining a valid merchant account and complying with the terms, fees, verification requirements, refund rules and other requirements imposed by its payment provider.
7. Restrictions
The Customer must not:
- reverse engineer, decompile, copy or attempt to derive the source code of the Services except where permitted by law;
- use the Services to build or assist in building a competing service;
- interfere with the security, availability or operation of the Services;
- use the Services for unlawful, fraudulent, deceptive, abusive or harmful activities; or
- use the Services in violation of applicable third-party platform terms.
8. Customer Data
The Customer retains its rights in Customer Data. The Customer grants Ordevo the rights necessary to process Customer Data for the purpose of providing, securing, supporting and improving the Services.
Ordevo may use aggregated or de-identified information for analytics, service improvement and business operations, provided that such information does not identify the Customer or an individual.
9. End User Data
Depending on the Services used, End User Data may include names, telephone numbers, email addresses, delivery addresses, order history, reservation information, messages and telephone interaction data.
The Customer is responsible for ensuring that End Users receive appropriate privacy information and that the Customer has an appropriate lawful basis for processing End User Data through the Services.
10. Data Protection
Each party shall comply with applicable data protection law, including the General Data Protection Regulation (GDPR) and applicable Irish data protection legislation.
To the extent Ordevo processes End User personal data on behalf of a Customer, the Customer generally acts as Data Controller and Ordevo as Data Processor, subject to the applicable Data Processing Agreement.
End Users should ordinarily direct requests concerning access, rectification, deletion or other data protection rights to the relevant restaurant as Data Controller.
11. Third-Party Services
Ordevo may rely on or integrate with third-party services, including telecommunications providers, artificial intelligence providers, messaging platforms, payment processors, reservation platforms, POS systems, delivery services and cloud infrastructure.
Ordevo is not responsible for outages, changes, discontinuation, pricing, policies or other matters controlled by third-party providers. Third-party services may be governed by separate terms and privacy policies.
12. AI Phone, Call Recording and Messaging
Where AI phone functionality is enabled, calls may be processed using automated systems and may be recorded or transcribed where configured and permitted by applicable law.
The Customer is responsible for ensuring that any required notices or consents relating to automated interactions, call recording or messaging are provided to End Users.
AI-generated responses may not always be accurate. Customers should keep menus, opening hours, pricing, reservation rules and other information supplied to the Service accurate and up to date.
Where WhatsApp, SMS or other messaging functionality is used, messages may also be subject to the rules and technical restrictions of the relevant messaging provider.
13. Restaurant Responsibilities
The Customer remains solely responsible for its restaurant operations and its contractual relationship with End Users, including:
- menu items, descriptions, prices and availability;
- allergen, ingredient and dietary information;
- accepting, rejecting, preparing and fulfilling orders;
- collection and delivery services;
- reservation availability and management;
- refunds, cancellations, complaints and customer service;
- compliance with food safety, consumer protection, tax and other laws applicable to its business.
14. Indemnification
Each party agrees to indemnify the other against third-party claims, damages and reasonable expenses to the extent arising from that party's material breach of these Terms, violation of applicable law or infringement of third-party intellectual property rights.
15. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". ORDEVO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR THAT AI-GENERATED OUTPUT WILL ALWAYS BE ACCURATE.
16. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS OR DATA.
SUBJECT TO LIABILITY THAT CANNOT LAWFULLY BE LIMITED, EACH PARTY'S AGGREGATE LIABILITY ARISING FROM THE SERVICES SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER TO ORDEVO DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
17. Confidentiality
Each party shall protect confidential information received from the other and use it only as necessary to perform its obligations or exercise its rights under the Agreement. Confidential information may be disclosed where required by law or to professional advisers and service providers subject to appropriate confidentiality obligations.
18. Acceptable Use
The Services must not be used for illegal, fraudulent, deceptive, abusive, harassing or harmful activity, to distribute malware or unsolicited communications contrary to applicable law, or in a manner that interferes with Ordevo or third-party systems.
19. Marketing and Branding
With the Customer's permission, Ordevo may identify the Customer as an Ordevo customer and display its name or logo. Detailed testimonials or case studies will require appropriate Customer approval.
20. Force Majeure
Neither party shall be liable for delay or failure caused by circumstances beyond its reasonable control, including telecommunications or internet failures, third-party platform outages, natural disasters, governmental action, war, civil unrest or other comparable events.
21. Governing Law
These Terms are governed by the laws of Ireland. Subject to any mandatory rights that apply under applicable law, the parties submit to the jurisdiction of the courts of Ireland in relation to disputes arising from these Terms.
22. General Provisions
22.1 Entire Agreement
These Terms, together with the applicable subscription, proposal, Data Processing Agreement and any other terms expressly incorporated into the Agreement, constitute the entire agreement relating to the Services.
22.2 Notices
Notices relating to the Agreement must be made in writing using the contact information supplied during onboarding, through Ordevo's official support/contact channels, or to another address subsequently notified by the relevant party.
22.3 Updates to Terms
Ordevo may update these Terms from time to time. Customers will be given reasonable notice of material changes where required. Continued use after an updated version takes effect constitutes acceptance to the extent permitted by applicable law.
22.4 Assignment
The Customer may not assign the Agreement without Ordevo's prior written consent. Ordevo may assign the Agreement in connection with a corporate reorganisation, merger, acquisition or sale of its business or relevant assets.
22.5 Severability
If any provision is found unenforceable, the remaining provisions will continue in effect.
22.6 Waiver
Failure to enforce a provision of these Terms does not constitute a waiver of that provision or any other right.
23. Contact Information
For questions about these Terms, please contact Ordevo through our website or using the contact details provided during onboarding.
Ordevo · Co. No. 750211
Dublin, D02 P950, Ireland