Akru Merchant Terms and Conditions of Trade Effective as of: 31 March 2024 By placing an Order or any other agreement to purchase Equipment, to subscribe for a licence to access apps and/or software, or for any other Services, from Akru Solutions Limited (“Akru”), the Merchant agrees to be bound by and comply with the terms and conditions of this Agreement. The Merchant acknowledges and agrees that placing an Order may also require the Merchant to enter into the terms and conditions of a Payment Provider. Any additional Akru terms and conditions specific to any such Payment Provider will be displayed separately on the Akru website. It is solely the responsibility of the Merchant to check for any such applicable terms and conditions. If the Merchant does not agree with the terms of this Agreement, the Merchant may not use, and shall cease using, any Akru Services, software or hardware. The Merchant and Akru agree as follows: 1. Definitions "Acceptable Use Policy” means Akru’s acceptable use policy displayed on Akru’s website (as the same may be amended or updated from time to time); “Akru Apps” means those mobile applications made available by Akru as part of the Services for download and use by Merchants and their Permitted Users which integrate with the Akru Software and allow Merchants and Permitted Users to access and use the Services; “Akru Software” means the software-as-a-service electronic point of sale hospitality and retail solution to be supplied to the Merchant by Akru pursuant to this Agreement; “Data Controller” has the meaning given to “controller” within the Data Protection Legislation; “Data Processor” has the meaning given to “processor” within the Data Protection Legislation; “Data Protection the Data Protection Act 2018 (“UK GDPR”), the General Data Protection Legislation” Regulation 2016/679 (“EU GDPR”), the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 any amendments and replacements and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner. In the event of conflict between UK GDPR and EU GDPR, UK GDPR shall prevail; “Effective Date” means the date of the Order; “Equipment” means any equipment listed on the Order; “Hosting Services” means storing and maintaining a website or websites and related services on behalf of the Merchant; “Initial Term” 12 months; “Intellectual Property” means any patent registered or unregistered trademark or service mark, copyright, (including moral rights) registered design or unregistered design right, any application for any of the foregoing, any right or other form of protection in respect of Technology and including all goodwill in the same; “Insolvency Event” means the appointment of a liquidator, receiver, administrative receiver or administrator appointed over a party or any part of its undertaking or assets or the passing of a resolution for winding up or if a court competent jurisdiction makes an order to that effect, or if documents are filed with a court for the appointment of an administrator or if notice is given of the intention to appoint an administrator or its directors or by a qualifying floating charge holder (or the entry into any voluntary arrangement with creditors or ceasing or threatening to cease to carry on the whole or a substantial part of its business; “Licence” means the non-exclusive, non-transferrable, non-sublicensable, revocable licence for Permitted Users to use the Akru Software for the Merchant’s normal business purposes from the Effective Date granted pursuant to Clause 5.1; “Merchant” means the contracting entity listed on the applicable Order; “Order ” means the online order completed by the Merchant that identifies the Merchant and details any Equipment/Subscriptions or other Services purchased; “Payment Provider” means one or more third party banks, financial institutions or other payment processing providers as Akru may designate from time to time with or without notice to the Merchant; “Permitted Users” means the Merchant, the licensed proprietors of the Merchant’s premises and all those persons employed or otherwise engaged to work at the Merchant’s premises from time to time; “Pricing Schedule” means the pricing displayed on the website including the prices of the Subscriptions, the Equipment and any further Services; “Processing” has the meaning given in the Data Protection Legislation; “Services” means any services supplied by Akru to the Merchant listed on the Order including but not limited to the Akru Software, the Akru Apps, Training Services, Hosting Services and any other further services that may be provided by Akru to Merchant from time to time; “Subscription” means payment in advance for access to the Akru App and the Akru Software; “Subscription Fee” means the subscription fees to be paid by the Merchant in respect of the grant of the Licence as set out in the Pricing Schedule “Sub-Processor” means an organisation which processes Personal Data on behalf of Akru pursuant to this Agreement; “Training Services” means any training, implementation and/or project services provided by Akru to Merchant in accordance with an Order; and “Virus” anything or device which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data; or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices. 2. Interpretation 2.1 Unless the context otherwise requires, each reference in this Agreement to: (a) “writing”, and any cognate expression, includes a reference to any communication effected by email transmission or similar means; (b) a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time; and (c) “this Agreement” is a reference to this Agreement and the Order or as such documents may be amended in accordance with the terms of this Agreement from time to time. 2.2 To the extent only of any conflict or inconsistency between the clauses in the main body of this Agreement and the Order, the order of precedence shall be as follows (from highest precedence to lowest precedence): (a) any provisions set out in the Order that expressly vary and amend the clauses of this Agreement; (b) the clauses of this Agreement; 3. Scope of the Agreement The Agreement applies to and governs (1) the sale of Equipment to the Merchant, and/or (2) the purchase of a Subscription for a Licence in favour of the Merchant to access and use Akru’s Apps, Software, and/or (3) the provision of any Training Services, Hosting Services or any further Services. 4. Sale of Equipment 4.1 If ordered by the Merchant on an Order, Akru agrees to sell to the Merchant and the Merchant agrees to purchase from Akru, Equipment for use by the Merchant. The price of the Equipment shall be displayed within Akru’s Pricing Schedule. The Merchant shall pay to Akru the cost of the Equipment in advance of delivery in full by credit card or other payment method to be determined by Akru within the Akru Pricing Schedule from time to time. 4.2 Title to the Equipment shall not pass to the Merchant until Akru has received payment in full. Until title to the Equipment has passed to the Merchant the Equipment shall remain the absolute property of Akru and title to, and ownership of, the Equipment shall remain vested in Akru. Until title of the Equipment has passed to the Merchant the Merchant shall hold the Equipment in trust for Akru. Akru may without prejudice to any of its other rights and remedies require (a) the Merchant to return the Equipment to such location as Akru may specify and/or (b) enter into any premises of the Merchant where the Equipment is stored in order to recover and take possession of it. 5. Subscription and Grant of Licence 5.1 During the term of this Agreement, the Merchant may access and use the Akru Apps and the Akru Software the Merchant has subscribed to whether by Subscription, free trial or other promotion. 5.2 Subject to the Merchant’s compliance with the terms of this Agreement, Akru hereby grants to the Merchant a limited, non-transferable, non-exclusive, revocable licence during the term of this Agreement to access and use Akru Apps, Akru Software and other Akru Services as applicable. 5.3 The price and basis of the available Subscriptions shall be displayed within the Akru Pricing Schedule. The Merchant shall pay Akru for Subscriptions ordered in advance by credit card, direct debit or by any other means to be determined by Akru from time to time as displayed within the Pricing Schedule. 6. Training Services & Hosting Services 6.1 If the Merchant orders any Training Services or any Hosting Services then, upon request from Akru, the Merchant will promptly provide Akru with any information, resources and assistance required by Akru to properly perform the Services described on the Order. Any dates specified in an Order are estimates only and are contingent upon the Merchant’s timely compliance with its obligations relative to such implementation and any dependencies on the Merchant’s performance. If, and to the extent of, any default or breach on the part of Akru under this Agreement that is caused in whole or in part as a result of the Merchant’s failure to timely perform its obligations under this Agreement and/or any Order, then Akru shall be entitled to relief from all liability with respect to such failure or delay, and may, in its sole discretion, terminate the Agreement, or any part thereof, upon written notice to the Merchant. 6.2 Akru shall display prices for any Training Services and any Hosting Services within its Pricing Schedule. The Merchant shall pay for any Training Services and any Hosting Services in advance by credit card, direct debit or other method to be determined by Akru from time to time as displayed within the Pricing Schedule. 6.3 The design and specification of any Hosting Services provided is entirely at the discretion of Akru and this may change from time to time. Where practicable Akru will keep the Merchant updated on any material changes. 6.4 Akru will use reasonable endeavours to maintain any Hosting Services provided including providing maintenance and upgrades where applicable. If Akru needs to carry out any maintenance work to the Hosting Services this may result in disruption for which Akru accepts no liability 6.5 Where Akru have supplied Hosting Services, the Merchant agrees to post and maintain any consumer privacy policy required, as applicable, describing any data Processing under this Agreement. 7. Merchant’s Use of the Services and Software 7.1 All Intellectual Property rights in and to the Akru Software shall be and remain the property of Akru and shall be licensed only to the Merchant pursuant to Clause 5.2. The Merchant may not sub-licence, sell, transfer, assign, rent, resell or use in any way Akru’s Apps, Akru’s Software or any portion of it. The Merchant may not translate or create derivative works based upon Akru’s Software. 7.2 Akru shall not be liable whatsoever in respect of any direct or indirect loss or damage arising directly or indirectly from or in consequence of any incorrect use of Akru’s Apps or Akru’s Software and/or the Equipment and/or use of Akru’s Apps and/or Akru’s Software and/or the Equipment in any way. 7.3 Akru makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any third-party websites, or any transactions completed, and any contract entered into by the Merchant, with any Payment Provider and/or any third party. Any contract entered into and any transaction completed via any third-party is between the Merchant and the relevant third party, and not Akru. Akru does not endorse or approve any third-parties nor the content of any of the third-party website made available via the Services. 7.4 The Merchant shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Akru. 7.5 The Merchant acknowledges and agrees that: (a) Akru does not and shall not at any time during the term of this Agreement, including when the Akru’s Software may have failed, assume any responsibility or liability for any failure or omission by the Merchant to perform its obligations to its Customers (whether under contract, applicable law or otherwise) including but not limited to (if applicable) any obligation of the Merchant to properly communicate details of any allergens or calorific values in its products to Customers and/or to properly communicate details of allergies or other dietary requirements of a Customer of the Merchant to all relevant Site personnel including kitchen and server staff; and (b) Akru shall not be responsible for nor liable for any errors or omissions in any data containing allergens, allergy, calorific values or any other dietary information captured, inputted or stored by the Merchant or by third parties introduced by the Merchant. The Merchant agrees that it is responsible for ensuring that any data containing allergen, allergy, calorific values or dietary information so captured is accurate. (c) The Merchant shall comply with all provisions of the Acceptable Use Policy. 7.6 Akru may perform maintenance on the Services from time to time, which may result in service interruptions, delays, errors or bugs. Akru will not be liable for any such interruptions, delays, errors or bugs. Akru may contact the Merchant in order to assist Akru with the Services and obtain information needed to identify and fix any errors. 8. Data Protection 8.1 Akru may utilise a standard technology called “cookies” and web server logs. Information gathered through cookies and web server logs may include the date and time of visits, the pages viewed, time spent using the Service, and the websites visited just before and just after use of the Service by the Merchant, its employees, contractors, consultants and/or any of the Merchant’s Customers. 8.2 The Merchant grants a non-exclusive, royalty free, world-wide and irrevocable licence to use and analyse Merchant data, either manually or automatically to: (a) perform the Services; and (b) correct or improve the operation and/or performance of the Software and/or the Services. For the avoidance of any doubt this licence contained in this paragraph shall survive the expiry or termination of this Agreement. 8.3 If Akru processes Merchant Personal Data under this Agreement, for the purposes of the Data Protection Legislation, the Merchant is Data Controller of the Merchant Personal Data and Akru is the Data Processor. Akru shall only carry out such processing for the purposes of fulfilling its obligations under this Agreement and only on documented instructions which the Merchant may give Akru from time to time concerning any Processing or to comply with a legal obligation. The details of the processing of Merchant Personal Data carried out by Akru (or its sub-contractors) and the data subjects whose Personal Data Akru may process are listed within the Akru Sub-processors list displayed on the Akru website and the Merchant hereby authorises such processing. 8.4 Neither Akru nor its sub-contractors or third party software providers are responsible or liable for any data (as regards its accuracy or otherwise) entered or inputted into any website and/or the Akru Software and/or third party software by either the Merchant or by third parties introduced by the Merchant including but not limited to the Merchant’s employees and/or customers. 8.5 Neither Akru nor its sub-contractors or third party software providers are responsible or liable for the Merchant’s use of any data exported from any website and/or the Akru Software and/or third party software by either the Merchant or by third parties introduced by the Merchant including but not limited to the Merchant’s employees and/or customers. 8.6 Akru may transfer Merchant Personal Data to any country outside the European Union or to an international organisation and the Merchant’s consents to any such transfer and will agree any terms relating to such transfer at the relevant time. Any applicable data transfer mechanism for a transfer of personal data outside of the EU will be determined by Akru. The Merchant hereby agrees and confirms that it consents to the processing in the countries outside the European Union and to international organisations via an applicable data transfer mechanism to be determined by Akru. 8.7 Each party shall maintain a record of its Processing activities which relate to this Agreement in accordance with the requirements of the Data Protection Legislation. 8.8 At any time upon request, and in any event upon termination or expiry of this Agreement, Akru shall deliver to the Merchant: all Merchant Personal Data; and all such records that it holds in connection with such Merchant Personal Data. 8.9 Akru shall keep Merchant Personal Data for a period of no longer than 13 months. Akru shall securely delete or destroy all Merchant Personal Data held in excess of this period. It is the responsibility of the Merchant to export any Merchant Personal Data from the Akru systems in advance of the expiry of this period. Akru will not be responsible for any loss of Merchant Personal Data beyond this period. 8.10In the event of termination or expiry of this Agreement Akru shall retain Merchant Personal Data for a period of 90 days post termination. After this period post termination Akru will securely delete or destroy all Merchant Personal Data. 8.11 The Merchant acknowledges and agrees that Akru shall be entitled to use Sub-processors to Process Personal Data on its behalf pursuant to the Agreement. 8.12 Each party to this Agreement agrees to comply with its obligations under Data Protection Legislation. 9. Charges, Invoices and Payment 9.1 All charges will be listed within the Akru Pricing Schedule. 9.2 Akru reserves the right to increase any of the prices listed within the Pricing Schedule at any time and the Merchant agrees to pay such increased prices. Akru agrees to give the Merchant as much notice as reasonably possible as to any such increases in price. In the event the Merchant does not accept the price increase as determined by Akru the Merchant may terminate this Agreement with 30 days’ written notice. 9.3 All prices are exclusive of VAT and the Merchant shall also pay VAT arising on the due date. 9.4 The Merchant undertakes to pay all monies due in respect of the Akru Services either in advance of the Service being delivered or on demand and in arrears by Akru at the election of Akru. The Merchant undertakes to make all payments due by way of direct debit or by any other means stipulated from time to time by Akru. 9.5 If the Merchant does not pay any sum payable by it to Akru on the due date for payment it shall pay interest on such sum for the period from and including the due date for payment up to the date of actual payment (after as well as before judgement) at the rate of 8% per annum above the Bank of England’s base rate from time to time. 9.6 Akru may at any time without notice to the Merchant set off any liability to Akru from any Merchant funds held by Akru for whatever reason. 9.7 Akru may suspend all or part of the Services if any invoice is more than 7 days overdue. 10. Warranties 10.1 All equipment manufactured by third parties has the relevant manufacturer’s standard warranty period and is subject to change by the manufacturer. Once the manufacturer’s warranty period has expired, any replacement of the Equipment will be charged at the prevailing price. 10.2 Subject to all the limitations set out in this Agreement, Akru warrants that any Services will be carried out with reasonable skill and care in accordance with good industry practice. 10.3 Except for the express warranties set forth herein and to the extent permitted by applicable laws and regulations, Akru and its representatives hereby disclaim all express or implied warranties with regard to the Services, including but not limited to all warranties, conditions, terms, representations, statements, undertakings and obligations implied by statute, common law, custom, trade usage or otherwise (including implied undertakings of satisfactory quality, fitness for purpose, title, non-infringement and quality), all of which are excluded to the fullest extent permitted by law. 10.4 To the extent permitted by applicable laws and regulations, Akru and its representatives make no representations or warranties regarding the reliability, availability, timeliness, suitability, accuracy or completeness of the Services or the results the Merchant may obtain by using the Services. 10.5 Akru and its representatives do not represent or warrant that (a) the operation or use of the Services will be timely, uninterrupted or error-free; or (b) the quality of the Services will meet the Merchant's requirements. 10.6 The Merchant acknowledges that neither Akru nor its representatives control the transfer of data over communications facilities, including the internet, and that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. Akru is not responsible for any delays, delivery failures, or other damage resulting from such problems. 10.7 Akru does not warrant or guarantee that any or all security attacks will be discovered, reported or remedied, or that there will not be any security breaches by third parties. Except where expressly provided otherwise by Akru, and to the extent permitted by applicable laws and regulations, the Services are provided to the Merchant on an "as is" basis. 11. Limitations of Liability 11.1 Notwithstanding any other provision of this Agreement, neither party's liability to the other for any death or personal injury caused by the negligence of that party, its employees, agents or sub-contractors, for fraudulent misrepresentation or for any other matter for which liability cannot be limited or excluded by law shall be limited or excluded in any way. 11.2 Akru’s entire liability to the Merchant in respect of any loss or damage arising from any breach of its contractual obligations under this Agreement or any representation, statement or delictual or tortious act or omission by it (including, without limitation, negligence arising in connection with this Agreement) shall be limited to an amount equal to 100% of the amount paid by the Merchant to Akru over the six months period ending on the date on which the relevant claim arose that related to the relevant aspect of the Services which gave rise to the relevant claim, loss or damage. 11.3 Save as expressly set out in this Agreement, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Neither party shall be liable to the other in respect of: (a) any loss of profits, damage to goodwill, loss of business, loss of revenue, loss of contracts, loss or corruption of data, loss of anticipated savings, increased costs or expenses; or (b) any type of special, indirect or consequential loss or damage, suffered or incurred by the other party howsoever caused. 12. Term and Termination 12.1 This Agreement shall commence on the Effective Date and, unless earlier terminated as set forth below, will remain in effect until such time as all outstanding Orders have either expired or terminated in accordance with their terms or the terms of this Agreement. The Initial Term of an Order will commence upon completion of the Order by the Merchant and the receipt of payment by Akru. The Agreement shall remain in full force and effect for remainder of the Initial Term. Thereafter, the term of this Agreement with respect to such applicable order(s) shall automatically renew for successive one (1) month periods. Any renewal term shall be subject to the terms of the then-current version of the Merchant Agreement as in effect on the date any such renewal commences. After the expiry of the Initial Term, either party may terminate an Order and this Agreement with by providing at least (1) month’s written notice of its intent not to renew prior to the end of the then-current Term. 12.2 The Merchant hereby acknowledges and agrees that the Merchant is responsible for reviewing the Merchant Agreement for updates prior to the commencement of any renewal of the term and agrees that entering such a renewal confirms the Merchant's consent to the terms of the Merchant Agreement as then in effect. 12.3 Akru may suspend the Merchant's username and password, Akru account and access to the Services, and/or may terminate the Agreement, upon written notice to the Merchant in the event any of the following occur: (a) the Merchant fails to make any payment; (b) the Merchant provides any inaccurate, untrue or incomplete information or fails to comply with the Akru account as determined in Akru’s sole discretion; (c) the Merchant violates any provision of the Data Protection terms or the Acceptable Use Policy; (d) if (1) Akru determines in its discretion that any change to, clarification or interpretation by a regulatory authority or a payment network of, or enactment of any applicable laws and regulations, would render any portion of the Services illegal, otherwise have a material adverse effect upon the Services or a party, or pose unreasonable risk to Akru or (2) Akru is directed to terminate the Agreement or the Services by a regulatory authority, Payment Provider or any payment network or (g) for any reason upon ninety (90) days’ prior written notice to the Merchant. As determined it its sole discretion, Akru, may terminate this Agreement immediately and without notice for any suspected issues that could potentially cause a violation of this Agreement, the payment network rules, any law or regulation, or may impose a potential security threat, data breach, fraud or other crime, or damage to the payment network(s). 12.4 In the event of a material breach of this Agreement by either party, the non-breaching party will have the right to terminate the applicable Order(s) and this Agreement for cause if such breach has not been remedied within thirty (30) days of receipt of written notice from the non-breaching party specifying the breach in reasonable detail and the remedy being sought. 12.5 In the event of an Insolvency Event occurring to either party the non-breaching party will have the right to terminate the applicable Order(s) and this Agreement. 12.6 Upon any termination or expiration of an Order and/or this Agreement, the Merchant's right to access and use the Services covered by the applicable Order(s) will terminate. Upon any such termination or expiration, all sections of this Agreement which by their nature should survive termination or expiration will survive. The Merchant acknowledges and agrees that Akru has no obligation to retain Merchant Data and that Akru will have the right to irretrievably delete and destroy Merchant Data after ninety days (90) days following the termination of this Agreement. 12.7 The Merchant agrees it will continue to permit Akru access to the Merchant Bank Account until all amounts due under this Agreement are paid in full. 13. Confidential Information 13.1 Each party agrees to, during the term of this Agreement and thereafter, keep confidential, and shall not use for its own purposes (other than implementation of this Agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party, unless such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information. 13.2 The Merchant hereby acknowledges that the terms and contents of this Agreement, the Akru Software, Akru Apps, and all other materials which may have come to the knowledge of the Merchant relating to Akru’s business or affairs is Akru’s property and strictly confidential. The Merchant shall not itself or through any subsidiary, agent or third party use, divulge, communicate or otherwise deal with this confidential information or any other confidential information supplied to it by Akru, without Akru’s prior written consent. 14. Force Majeure Neither party shall be liable to the other or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of its obligations under this Agreement if the delay or failure was due to any act of God, riot, act of terrorism, strike, lockout, trade dispute or labour disturbance, accident, breakdown of plant or machinery, fire, flood, difficulty in obtaining workmen, materials or transport or any other cause beyond its reasonable control. 15. Notices Any notice, demand or statement required or permitted to be given hereunder shall be deemed to be validly given if sent to or left at the registered office for the time being of the intended recipient. Any such notice sent by prepaid first class post shall be deemed to have been received 48 hours after the time of posting. 16. Assignment In the event of Akru’s business or any substantial part of it being transferred to any other person, Akru reserves the right to assign its rights under this Agreement to such transferee. The Merchant shall not be entitled to assign, novate, sub-contract or otherwise dispose of this Agreement or any part thereof without Akru’s prior written consent. 17. Compliance 17.1 In performing its respective obligations under this Agreement, each party shall comply with all laws, regulations and sanctions relating to anti-bribery, anti-corruption, anti-tax evasion and anti-exploitation including the Bribery Act 2010 and the Modern Slavery Act 2015 ("Relevant Requirements"). 17.2 Each party shall have policies and procedures in place to ensure compliance with the Relevant Requirements. 17.3 Each party (the “Notifying Party”) shall notify the other party immediately in writing in the event of any actual or suspected breach of the Relevant Requirements which would impact the other party and any material breach of the Relevant Requirements may constitute a material breach of the Agreement. 18. Jurisdiction 18.1 This Agreement shall be governed by and construed in accordance with the laws of England and the parties hereby agree to submit to the non-exclusive jurisdiction of the English courts.