DRAFT — NOT IN FORCE. This document is an unreviewed placeholder. It has not been reviewed by counsel and does not bind anyone.

Terms of Service

Effective date: [EFFECTIVE DATE] Last updated: [EFFECTIVE DATE]

These Terms are the agreement between us and the distributor that licenses [PRODUCT NAME]. They are written for the owner or manager of a distribution business, not for a lawyer.

1. Who this agreement is between

"We", "us" and "our" mean [LEGAL ENTITY NAME], [ENTITY TYPE], with its principal place of business at [PRINCIPAL ADDRESS].

"You" and "your" mean the Distributor named on the order or sign-up that accepted these Terms.

This agreement is between us and you, and nobody else. It does not create any rights for your customers or for anyone else. The person who accepts these Terms for a business promises they are an adult and are allowed to bind that business.

2. Definitions

  • Service — the [PRODUCT NAME] ordering portal we host and operate, including the ordering screens your customers use, the administration screens your staff use, and any documentation we give you.
  • Distributor — you. The business that licenses the Service and runs it under your own brand.
  • Tenant — your isolated instance of the Service: your subdomain, your branding, and your own separate database.
  • End User — a person who signs in to your Tenant. In practice these are staff at the cafés, restaurants, hotels and offices that buy from you. They are your customers, not ours.
  • Tenant Data — everything in your Tenant's database and asset storage: user accounts, companies, products and prices, orders and order history, contact-form messages, and brand assets you upload.
  • Authorized User — your own staff with an account in your Tenant, in the roles the Service provides.

3. The license we grant you

For as long as this agreement is in force and you are current on any fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your own business: taking and processing wholesale orders from your customers.

We host and run the Service. You do not get a copy of the software, and we are not selling you the software. This is a license to use a hosted service.

4. Limits on the license

You may not:

  • resell, sublicense, rent or lease the Service, or run it as a service for another distributor;
  • give access to a competitor of ours, or use the Service to build a competing product;
  • copy, decompile, reverse engineer or try to extract the source code of the Service;
  • remove or obscure any notice we place in the Service;
  • probe, scan or load-test the Service without our written permission;
  • use the Service outside the acceptable-use rules in section 9.

Your Authorized Users and End Users must stay within these limits too. You are responsible for what they do in your Tenant.

5. Your account and credentials

You are responsible for the accounts in your Tenant, including who has an administrative role and who is removed when they leave.

Keep credentials confidential. Anything done through an account in your Tenant is treated as done by you — other than actions our own operators take under section 7 — unless you tell us promptly that the account was compromised.

Be aware: the Service does not offer multi-factor authentication today. Sign-in is a password only, on both your Tenant and our own operator console. Choose strong, unique passwords, do not share accounts, and tell us at once if you think an account has been taken over.

How we protect accounts and data is described in our Privacy Policy. That description is information about the Service as it stands, not a warranty. Section 16 governs what we do and do not promise.

Tell us as soon as you become aware of any unauthorized access to your Tenant. If we confirm a security breach affecting your Tenant Data, we will tell you [FACT NEEDED: breach notification timeframe, e.g. "without undue delay" — must match the Privacy Policy and any DPA].

6. Your responsibilities toward your End Users

Your End Users are your customers. We have no contract with them and we do not support them directly.

That means you must:

  • publish your own customer-facing terms of service and privacy notice covering the End Users you invite into your Tenant, and keep them accurate;
  • have a lawful basis to put End User personal information into the Service, and give those people whatever notice or choice the law where you operate requires;
  • be the first line of support for your End Users, and handle their questions, complaints and requests about their own data;
  • keep End User accounts current, and remove people who should no longer have access;
  • make sure the products, prices and other content you publish in your Tenant are accurate and lawful.

Nothing in the Service is a substitute for your own legal advice about your relationship with your customers.

7. Tenant Data, and who owns it

You own your Tenant Data. We claim no ownership of it. As between you and us, it is yours.

You grant us only the permission we need to run the Service for you: to host, store, copy, transmit and display Tenant Data so the Service works, so we can support you, and so we can keep the Service secure and back it up.

For data protection purposes we act as a processor for Tenant Data, on your instructions, and you are the controller. We are a controller for our own website and sales inquiries, our account records about you, the records of what our operators do to your Tenant, and the service logs described below. What we handle, where it is stored, and who our subprocessors are is set out in our Privacy Policy and our Subprocessors page.

We will not sell Tenant Data, use it to advertise, or use it to train anything. The only thing we keep for ourselves is the operational and usage data in section 8.

Our staff can open your Tenant. To support you, one of our operators can sign in to your Tenant, either read-only or with the same access as your own top-level administrator, depending on that operator's permission. We use this only to handle a support request from you, or to investigate a suspected breach of these Terms or the Acceptable Use Policy. Each such session is short-lived, and we record which operator opened which Tenant, with which level of access, and when. [FACT NEEDED: whether support access requires your prior request, and whether you can see the log of sessions on your Tenant.]

Service logs are ours. We keep request logs — IP address, timestamp, user agent, the address requested, and any error — to operate and secure the Service. We collect these for our own purposes, so for those records we are the controller, not your processor. Our Privacy Policy says what they contain, and will state how long they are kept.

[FACT NEEDED: whether a separate Data Processing Addendum exists, and whether it is incorporated into these Terms]

[FACT NEEDED: data residency commitment]

[FACT NEEDED: backup frequency — the backup retention period is stated in section 15]

8. Aggregate and technical data

We may keep and use operational data about how the Service runs — request volumes, error rates, performance — and about how its own screens and controls are used, to operate and improve it.

The usage measurement is not anonymous, and we would rather say so than call it de-identified. It is keyed to an account identifier of ours and records the role of the person acting and which Tenant they were in, because staff use and customer use answer different questions. It does not carry email addresses and it does not carry the contents of an order, but it does record the wording on whatever was pressed, so a name your own staff typed into your catalog or your lists can reach it that way. Our Privacy Policy describes it, and our Subprocessors page names the provider that part of it goes to.

9. Acceptable use

Your use of the Service, and your End Users' use, must follow our Acceptable Use Policy. That policy is part of these Terms.

If you become aware of a breach of it in your Tenant, stop it and tell us.

10. Fees and payment

[FACT NEEDED: price, billing period and currency]

[FACT NEEDED: what the price is based on — per tenant, per user, per order, or a flat fee]

[FACT NEEDED: accepted payment methods]

[FACT NEEDED: invoice due date, e.g. net 30]

[FACT NEEDED: consequence of late payment, including any interest or late fee]

[FACT NEEDED: initial term, renewal term, and the notice required to not renew]

[FACT NEEDED: how and when prices may change, and the notice given before a change]

[FACT NEEDED: refund policy, if any]

[FACT NEEDED: which taxes are your responsibility and which are ours]

Until those commercial terms are settled and written into this section, nothing in this document sets a price or a payment obligation.

11. Service levels and availability

We do not commit to a service level today. There is no uptime guarantee, no service credit, and no committed response time in this agreement. The Service is provided on a reasonable-efforts basis.

The Service is in beta. It is under active development, features will change, and you may meet faults that a mature product would not have. Some of the services we build on are themselves in beta with their provider. We will fix what we can as fast as we reasonably can, but you should use the Service knowing this, and keep a way to take an order without it. [FACT NEEDED: whether beta status changes any fee, term or liability position, and when the Service is expected to leave beta.]

We may take the Service down for maintenance. We will try to give notice for planned work and to do it outside your busiest hours, but we do not guarantee a notice period.

The Service depends on third parties — today a single provider, Cloudflare, for hosting, storage and email (see our Subprocessors page). Their outages will affect the Service, and are outside our control.

[FACT NEEDED: uptime target, if one is ever committed]

[FACT NEEDED: planned-maintenance window and the notice given before it]

12. Support

We provide support to you — the Distributor — by email at [SUPPORT EMAIL]. We do not provide support directly to your End Users.

Support covers the Service itself: faults, questions about how it works, and help with your Tenant's configuration. It does not cover your own business processes, your data entry, or your customers' devices.

[FACT NEEDED: support hours and time zone]

[FACT NEEDED: target response times, if any are committed]

[FACT NEEDED: support channels other than email, if any]

13. Suspension

We may suspend your access, or an individual account, if:

  • there is a security problem that suspension would limit;
  • use of your Tenant is breaking the Acceptable Use Policy, or breaking the law, or harming other users of our infrastructure;
  • you are materially in breach of these Terms;
  • fees payable under section 10 are overdue.

Where we can, we will warn you first and give you a chance to fix the problem. Where the risk is immediate, we may suspend first and tell you straight after. We will restore access once the cause is resolved.

Suspension is not termination. Your Tenant Data is not deleted while you are suspended.

14. Termination

Either of us may terminate this agreement:

  • for convenience, on written notice — [FACT NEEDED: notice period for termination for convenience];
  • for material breach, if the other side does not fix the breach within 30 days of written notice describing it;
  • immediately, if the other side stops trading, becomes insolvent, or enters a bankruptcy or similar proceeding.

We may also terminate immediately if your use of the Service is unlawful or is causing serious harm and cannot be fixed.

15. What happens to your data when this ends

Export. After termination we will make your Tenant Data available for you to export for [FACT NEEDED: post-termination export window]. Ask us at [SUPPORT EMAIL] and we will help you get it out.

[FACT NEEDED: the format tenant data is exported in]

Deletion. After the export window closes, we will delete your Tenant Data — the database and the brand assets — within [FACT NEEDED: deletion window after the export window closes]. Copies may remain in routine backups until those backups expire, which is [FACT NEEDED: backup retention period — state it once here and refer to it from section 7].

We may keep records we are required to keep by law, and records of the business relationship itself (invoices, correspondence).

If fees payable under section 10 are unpaid we may withhold export until the account is settled. [FACT NEEDED: counsel to confirm this is compatible with our obligation as a processor to return or delete Tenant Data at the end of the agreement.]

Sections that survive. Sections 2, 4, 7, 10 (for fees accrued before the end), 15, 16, 17, 18, 19, 21, 22 and 23 continue to apply after this agreement ends.

16. Warranties, and what we do not promise

We promise that we will provide the Service with reasonable skill and care, and that we have the right to grant you the license in section 3.

Beyond that, the Service is provided "as is" and "as available". To the fullest extent the law allows, we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

To be specific about things we are not claiming:

  • We do not hold, and do not claim, any security certification or audit — no SOC 2, no ISO 27001, no HIPAA compliance, no PCI compliance.
  • We do not claim the Service has been penetration tested.
  • We do not warrant that the Service will be uninterrupted, error-free, or free of vulnerabilities.
  • We do not warrant that the Service meets any accessibility standard. See our Accessibility Statement for what we aim for and what has not been verified.

The Service is not a payment channel for your own customers. They do not pay through it, and you should not put their card or bank details into it. The payment method you give us for your own fees is different: it is entered on our payment provider's own form, and that provider holds it rather than us. Our Subprocessors page names them.

The Service is not accounting software, and it is not a system of record for your accounts. Keep your own records.

17. Limitation of liability

Neither of us is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost goodwill, or the cost of substitute services — even if warned that they were possible.

Our total liability arising out of or relating to this agreement is capped at [FACT NEEDED: liability cap — e.g. fees paid in the 12 months before the claim].

These limits do not apply to liability that cannot be limited by law, to either side's liability for fraud or willful misconduct, to your obligation to pay fees, or to the indemnity in section 18.

You are responsible for keeping your own copies of anything you cannot afford to lose.

18. Indemnity

You will defend us against any third-party claim that arises from:

  • Tenant Data, or the content you publish in your Tenant;
  • your relationship with your End Users, including a claim that you did not give them the terms, notice or choices they were owed;
  • your breach of these Terms or the Acceptable Use Policy;
  • your use of the Service in a way that breaks the law.

You will pay the damages, costs and legal fees finally awarded, or agreed in a settlement you approve. We will tell you about the claim promptly, let you control the defense, and give you reasonable help at your cost. You may not settle in a way that admits fault on our part without our agreement.

[FACT NEEDED: whether we give a reciprocal IP-infringement indemnity to the Distributor, and its scope]

19. Confidentiality

Each of us may learn confidential information about the other — anything marked confidential, or that a reasonable person would understand to be confidential from its nature or the way it was shared. Tenant Data is your confidential information.

The receiving side will use the other's confidential information only to perform this agreement, protect it with at least reasonable care, and share it only with staff and contractors who need it and are under similar obligations.

This does not cover information that is public through no fault of the receiver, that the receiver already had, or that the receiver develops independently. Either of us may disclose confidential information if the law requires it, after giving the other notice where that is allowed.

20. Changes to the Service and to these Terms

The Service. We are actively developing the Service and will change it. We will not make a change that removes a material feature you rely on without telling you first, where we reasonably can.

These Terms. We may update these Terms. If a change materially affects your rights or obligations, we will give you notice by email to your account contact before it takes effect. If you do not accept a material change, your remedy is to terminate before it takes effect.

[FACT NEEDED: how much notice is given before a material change to these Terms takes effect]

A change to the Acceptable Use Policy that materially restricts what you may do gets the same notice as a material change to these Terms. A change to our list of subprocessors follows the notice commitment on that page.

21. Governing law and venue

These Terms are governed by the laws of the State of [GOVERNING LAW STATE], without regard to its conflict-of-laws rules.

Any dispute arising out of or relating to these Terms will be brought exclusively in the state or federal courts located in [GOVERNING LAW STATE], and each of us consents to the jurisdiction of those courts.

[FACT NEEDED: whether disputes go to arbitration instead of court, and on what terms]

[FACT NEEDED: the county or judicial district for venue within the governing law state]

22. Notices

Legal notices to us must be in writing, sent to [NOTICE EMAIL] and to [PRINCIPAL ADDRESS].

Legal notices to you will be sent to the account contact email you have given us, and to any postal address on your account. It is your job to keep those current.

A notice by email is treated as received on the day it is sent, unless the sender gets a delivery failure. A notice by post is treated as received three business days after it is sent.

Routine operational messages — maintenance, incidents, feature changes — may be sent by email or shown inside the Service.

23. General

  • Whole agreement. These Terms, together with the Acceptable Use Policy, the notice and objection commitments on our Subprocessors page, and any order form we both sign, are the whole agreement between us on this subject, and replace anything said before it. The Privacy Policy, the Cookies and Storage page, and the descriptive parts of the Subprocessors page describe how the Service works and how we handle data; they are referred to by these Terms but are notices, not contract terms, and section 16 governs. [FACT NEEDED: counsel to confirm which of the linked pages should be incorporated as contract terms and which are notices only.]
  • Our property. We own the Service and everything in it other than your Tenant Data and your brand assets. These Terms give you the license in section 3 and nothing more. If you give us suggestions about the Service, we may use them without owing you anything.
  • [FACT NEEDED: counsel to decide which other standard clauses apply at this size — a copyright-notice route for uploaded content, export control and sanctions compliance, a jury-trial or class-action waiver if section 21 chooses arbitration, and any treatment of a change to these Terms that entitles you to a refund of prepaid fees.]
  • Order of precedence. If a signed order form conflicts with these Terms, the order form wins for that conflict.
  • Assignment. Neither of us may assign this agreement without the other's written consent, except that either may assign it to a successor of its business, on notice.
  • Subcontractors. We may use subprocessors to run the Service. They are listed on our Subprocessors page and we remain responsible for their work.
  • No waiver. If we do not enforce something straight away, we have not given up the right to enforce it later.
  • Severability. If a court finds part of these Terms unenforceable, the rest still applies.
  • Independent parties. We are independent contractors. This agreement does not create a partnership, joint venture, agency or employment relationship.
  • Force majeure. Neither of us is liable for a failure caused by something outside our reasonable control, other than the obligation to pay.
  • Publicity. We will not use your name or logo as a customer reference — in marketing, a case study, or a customer list — without your written permission.
  • The supplier finder. Separately from publicity, our home page has a search that helps a customer who has lost your address find your sign-in page by your business name. Every Tenant that has gone live is listed by default. Being listed shows your business name, your short code, and your sign-in address — details that are already publicly discoverable — and it is the main way back for a customer who mistyped your address. You can ask us to take your Tenant out of the finder at any time, and we will; that changes nothing about how your customers reach you directly. [FACT NEEDED: whether opt-out should be self-service in the Tenant settings rather than by request.]

24. How to contact us

Legal notices: [NOTICE EMAIL]

Support: [SUPPORT EMAIL]

Post: [LEGAL ENTITY NAME], [PRINCIPAL ADDRESS]