1. Introduction

Purpose and Scope

1. These Terms and Conditions (“Terms”) govern the use of the FrabPOS and Order Eats systems, including but not limited to our integrated EftPOS, Website, and Online Ordering services (the “Services”).
2. By using the Services, you (“User,” “Client,” “Partner,” or “Customer”) agree to these Terms in their entirety. If you do not agree, you must discontinue use and remove any related software from your devices.

Overview

1. These Terms aim to protect FrabPOS and Order Eats, our subsidiaries, affiliates, shareholders, and partners from disputes, liability claims, and misuse of the Services.
2. They also define the rules, obligations, and limitations placed on Users to ensure all parties understand their rights and responsibilities.

Disclaimer

1. No Legal Advice: This guide is for informational purposes only and does not constitute legal advice.
2. Acceptance: Continued use of our Services constitutes acceptance of these Terms and any amendments that follow.

2. Definitions

1. “Service(s)”: All digital or offline offerings provided by FrabPOS and Order Eats, including integrated EftPOS, website functionalities, point-of-sale (POS) hardware and software solutions, mobile or desktop applications, websites and online ordering portals.
2. “User,” “Client,” “Partner,” “Customer”: Any individual, entity, or organization accessing or using our Services, including restaurant owners, their customers, or affiliated parties.
3. “FrabPOS Hybrid and Grow Models”: Paid subscription or service tiers offering enhanced features, support, and integrations.
4. “Free Model”: A tier providing limited, no-cost access to certain features (e.g., EftPOS integration, online ordering) under specified conditions.
5. “Fair Use Policy”: Governs acceptable usage of resources (e.g., support channels, data bandwidth) to ensure equitable service levels.
6. “Account”: The registered profile a User creates to access or manage our Services.

3. Acceptance of Terms

1. Binding Agreement: By accessing, using, or otherwise engaging with our Services—whether via website, mobile application, hardware devices, EftPOS integration, or other means—you confirm that you have read, understood, and agree to be bound by these Terms.

2. Explicit Acceptance: You may manifest your consent through direct actions such as:

   • Clicking “I Accept” or “Agree” on our website or application.
   • Signing (digitally or physically) a document or agreement referencing these Terms.
   • Providing verbal or written confirmation (including via email, text message, or in-person discussions) that you have reviewed and agree to these Terms.

3. Implied Acceptance: You also accept these Terms through any of the following actions:

   • Paying an invoice, subscription fee, or any amount due in relation to our Services.
   • Approving a quote or proposal from us, whether formally in writing or verbally.
   • Continuing to use or accessing our Services after being notified of updates or modifications to these Terms.
   • Installing, activating, or using our hardware, software, or platforms in any capacity.

4. Organizational Use: If you are using our Services on behalf of a business or organization, you represent and warrant that you have the authority to bind that entity to these Terms, and that entity likewise agrees to be bound.

5. Refusal to Accept: If you do not agree to these Terms or any subsequent updates, you must:

   • Discontinue use of our Services immediately;
   • Remove or deactivate any associated software, hardware, or integrations within your environment;
   • Notify us of your refusal in writing or via email, so that we can take appropriate account and service actions.

4. Description of Services

Service Overview

1. Integrated Solutions: We provide POS software, online ordering portals, EftPOS integration, and other related services for restaurants and their customers to facilitate ordering and transactions.
2. Third-Party Dependence: Certain functionalities may rely on third-party platforms or integrations (e.g., payment gateways, app stores). Availability or performance may be affected by factors outside our control.

Model Variations

1. Hybrid and Grow Models:
   
   • Offer advanced features (e.g., data analytics, premium support) beyond the core functionalities.
   • May involve monthly, yearly, or usage-based fees.
2. Free Model Exclusivity:
   
   • Users may be required to exclusively utilize our integrated EftPOS or online ordering services.
   • Imposes predefined limitations on features, transaction volumes, or support.

5. Eligibility and Account Registration

Eligibility Criteria

1. Legal Capacity:

   • You must be of legal age to form binding contracts and comply with all relevant laws or regulations in your jurisdiction.
   • If you are using our Services on behalf of an entity, you represent and warrant that you have authority to bind that entity to these Terms.

2. Genuine Usage:

   • We reserve the right to deactivate or suspend any account we suspect is not a legitimate restaurant or end-user, or is otherwise engaged in fraudulent, deceptive, or unlawful activities.

3. Exclusive Use & Mutual Profitability:

   • To foster mutual success and sustainable profitability, you agree to exclusively use our partnered EftPOS and Online Ordering platforms for the duration of your subscription or contract term.
   • This exclusive arrangement helps ensure consistent service quality, support, and advantageous pricing.
   • You must not adopt or integrate competing EftPOS or online ordering solutions that conflict with this exclusivity, unless expressly authorized in writing by us.
   • In cases of non-compliance, we reserve the right to modify, suspend, or terminate your access to our Services, and/or pursue any other remedies provided by law or in these Terms.

Account Security

1. Account Confidentiality

   • You are solely responsible for maintaining the confidentiality of your login credentials and for all actions performed under your Account.
   • Sharing passwords or permitting unauthorized parties to access your Account is strictly prohibited and may result in suspension or termination of your access to our Services.

2. Information Accuracy

   • You must ensure that all information you provide—such as contact details, payment information, or order data—is accurate, current, and complete.
   • You agree to promptly update any details that change to avoid potential errors or disruptions in service.

3. Security Breach Notification

   • If you suspect or become aware of any unauthorized access to your Account or a related security breach, you must notify us immediately.
   • We will use commercially reasonable measures to investigate and, where feasible, assist in resolving any security incidents; however, we will not be liable for any losses resulting from your failure to promptly report them.

4. Database Backup & Protection

   • While we employ industry-standard methods to secure and back up our servers and databases, you acknowledge that no system is infallible and that unexpected data loss can occur due to factors outside of our control (e.g., hardware failures, natural disasters, cyberattacks).
   • We strongly recommend maintaining your own regular backups of critical data—such as transaction histories, menu details, and customer information—to mitigate potential risks from hardware failures or other system issues.
   • You must also follow best practices (e.g., using strong passwords, restricting administrative access) to protect your own devices and networks, helping ensure the integrity and confidentiality of data accessed through or stored in our Services.

6. Intellectual Property

Ownership

1. All intellectual property rights in the Services, including software, documentation, designs, and branding, remain owned by FrabPOS, Order Eats, or our licensors.
2. Users retain ownership over any content they submit but grant us the rights needed to provide the Services (see “User-Generated Content”).

License and Restrictions

1. Permitted Use: We grant you a non-exclusive, revocable license to access and use our Services solely under these Terms.
2. Prohibitions:
   
   • You must not copy, decompile, reverse-engineer, resell, or distribute our Services without written consent.
   • You may not incorporate or combine our software with another product or application unless expressly permitted.

7. User Obligations and Acceptable Use

General Conduct

1. Users agree to act lawfully, ethically, and in good faith, without infringing the rights of third parties or engaging in fraudulent or abusive behavior.
2. Mutual Respect: Harassment, defamatory or offensive behavior towards other Users or our support staff is strictly prohibited.

Prohibited Activities

1. Unlawful Use: You must not use the Services for any illegal or unauthorized purpose, including transmitting harmful code, infringing intellectual property, or violating privacy rights.
2. System Interference: Attempts to hack, disrupt, or degrade our Services or servers are prohibited.
3. Unauthorized Commercial Use: You may not sub-license or rent access to the Services unless you have our written approval.

Fair Use and Support Limitations

1. Resource Allocation: We may set reasonable limits on the number of support tickets, usage of network bandwidth, or volume of transactions under each tier.
2. Excessive Usage: If your usage is deemed excessive, we may throttle, suspend, or request you to upgrade your plan to ensure service stability.

8. Pricing, Payment, and Refund Policies

Pricing

1. Indicative Pricing: Published or quoted prices serve as a guide and may vary due to transactional, operational, or market-related factors.
2. Changes: We may adjust prices or fees, notifying Users by email, invoice, or through the Services where feasible.

Payment Terms

1. Billing: Depending on your plan, fees may be charged monthly, annually, or per transaction. Late payments may incur penalties or result in account suspension.
2. Disputes: Billing discrepancies must be reported promptly so we can investigate. Users remain obligated to pay undisputed amounts by the due date.

Refunds and Cancellations

1. Refund Eligibility: Refunds are generally not provided unless required by law or outlined in a separate agreement.
2. Account Termination: Users may terminate their paid subscription according to the notice period in their plan; refunds or credits depend on specific contractual terms and relevant consumer protection laws.

9. Exclusivity of Use Provisions

Exclusive Rights Clause

1. Free Model: If you opt for the Free Model, you may be restricted from using competing EftPOS or online ordering solutions. Violations may lead to account suspension or fees.

Limitations on Cross-Usage

1. Users on exclusive tiers must not implement or promote third-party solutions offering identical core functionalities without our written consent.

10. User-Generated Content

1. Retention of Ownership: You own any content (e.g., menus, product images, business data) you submit.
2. License to Us: By submitting content, you grant us a non-exclusive, worldwide, royalty-free license to store, host, cache, and display this content as necessary to provide and promote the Services.
3. Accuracy and Compliance: You must ensure any content you submit (such as product descriptions, allergens, or pricing) is accurate and complies with relevant laws (e.g., food safety, licensing, consumer protection).
4. Indemnity for Content: You agree to indemnify us for any claims arising from your content, including IP infringement or violations of privacy laws.

11. Disclaimer of Warranties and Limitation of Liability

Warranty Disclaimer

1. “As Is” Basis: Our Services are provided on an “as is” and “as available” basis, without warranties or conditions of any kind, except as explicitly required by law.
2. No Guarantee of Continuous Availability: We strive for consistent service but cannot guarantee uninterrupted access, especially where third-party platforms or internet connectivity issues are involved.

Liability Limitations

1. Maximum Extent: To the fullest extent permissible by law, we disclaim liability for direct, indirect, incidental, special, or consequential damages, including lost profits or data.
2. Liability Cap: If we are found liable under a non-excludable law, our total liability is limited, at our discretion, to resupplying the Service or refunding the cost of the impacted Service period.

Third-Party Interactions

1. We do not verify or warrant information submitted by restaurants or other Users (e.g., allergens, ingredient lists). Your reliance on such content is at your own risk.
2. Links or integrations with external sites (e.g., app stores, payment gateways) are provided for convenience. We do not control third-party websites or platforms and are not liable for their content, availability, or practices.

12. Dispute Resolution

Governing Law

1. These Terms are governed by the laws of the jurisdiction in which our entity is registered or conducts primary operations, unless otherwise specified.

Internal Resolution

1. Please contact us with any concerns or disputes; we will use reasonable efforts to resolve them promptly and in good faith.

Arbitration or Litigation

1. If internal resolution fails, disputes may be resolved through arbitration (if both parties agree in writing) or through the courts of the specified jurisdiction.
2. Claims must be raised within a defined timeframe (e.g., six months) from the date the issue arises, or they may be deemed waived.

13. Indemnification

1. User Indemnity: You agree to indemnify and hold harmless FrabPOS, Order Eats, and their officers, shareholders, employees, and affiliates from any third-party claims or damages arising out of:
   
   • Your breach of these Terms;
   • Your negligent or willful misconduct;
   • Your user-submitted content or unauthorized use of the Services.
2. Scope: This indemnity applies to all losses, including legal fees and costs, unless prohibited by law or stated otherwise in a written agreement with us.

14. Modification and Termination of Terms

1. Right to Modify: We may update or revise these Terms at any time, notifying Users through email, direct notice, or website postings. Continued use after notice constitutes acceptance of changes.
2. Suspension or Deactivation:
   
   • We may deactivate or suspend your Account at any time, for any reason, including breach of these Terms.
   • If your Account is suspended or deactivated due to breach, you may not create another Account without our permission.
3. Survival: Any provisions relating to intellectual property, liability, indemnification, or dispute resolution shall survive the termination or expiry of these Terms.

15. Miscellaneous Provisions

1. Severability: If any provision of these Terms is held invalid, the remaining parts shall remain in full force and effect.
2. Entire Agreement: These Terms, along with any referenced policies, constitute the entire agreement between you and us.
3. Assignment: We may assign or transfer our rights and obligations under these Terms in connection with a merger, acquisition, or sale of assets. You may not assign or transfer your rights without our written consent.
4. Force Majeure: We are not liable for delays or failures resulting from events beyond our reasonable control, such as natural disasters, strikes, or technological interruptions.
5. Notices: We will communicate official notices via your registered email or by posting in the Services interface. You must keep your contact information accurate for receiving notices.

16. Contact Information

• Technical Support: [Insert email or support portal URL]
• Billing & Payments: [Insert billing department email or phone]
• Legal Inquiries: [Insert physical mailing address for legal communications]
• General Questions: [Insert general customer service email or phone number]

Service-Level Notes & Best Efforts

1. Service Availability: We endeavor to keep the Services accessible at all times but rely on network providers, hosting platforms, and external integrations. Interruptions may occur.
2. Support Response: Paid plans (Hybrid and Grow) typically receive priority support. Free Model users may have more limited support channels and response times.

Final Disclaimer

1. Consultation: This Terms and Conditions document should be reviewed by legal counsel to ensure it meets all regulatory and jurisdictional requirements.
2. No Waiver: A delay or failure by us to enforce any clause does not constitute a waiver of rights.

By using our Services, you acknowledge and agree to all the above clauses, including your responsibilities, the limitations of our liability, and our rights to modify or terminate these Terms.