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Terms of Service
1. Introduction
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1.1 These terms and conditions (Terms of Service) explain our obligations as a service provider and your obligations as a venue (“you”, “your”, “Venue”). By signing up for any of the services (Services) offered by One 2 Scan Limited (9263185) and its associated entities (together, “One 2 Scan” “One2scan”, “we”, “us”) you are agreeing to be bound by the Terms of Service set out below. If you do not agree to these Terms of Service, you must not continue to use the Services or Platform.
1.2 Any new features or tools which are added to the current Services shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time by going to the website (located at www.one2scan.com).
1.3 One 2 Scan reserves the right to amend these Terms of Service (in whole or in part) at any time. Amendments will be effective immediately upon posting on the One 2 Scan website or at a later date if specified. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you and by continuing to use the Services and One 2 Scan Platform you will at all times be deemed to be bound by the most current Terms of Service.
1.4 Unfair Contract Terms: The parties acknowledge that laws in various jurisdictions governing the imposition of unfair contract terms may apply to these Terms of Service. If any term is found to be unfair under those laws in the applicable jurisdiction that term will be void and unenforceable. The rest of the Terms of Service will continue to be binding.
1.5 Nothing in these Terms of Service excludes or limits any remedy available to you under the laws governing unfair contract terms in an applicable jurisdiction, except to the extent permitted by those laws.
1.6 ​Your rights under the applicable laws governing unfair contract terms in any jurisdiction cannot be waived, except with your express written consent.
2. Agreement
2.1 You accept that your use or access of our Platform and/or your submission of our Onboarding Form confirms your acceptance of these Terms of Service and that these Terms of Service together with the Terms of Use and Privacy Policy will form a standing agreement between you and One 2 Scan Ltd (“Agreement”).
2.2 In entering into this agreement, you acknowledge that you have the authority to act on behalf of any person or entity for whom you are using the Services or accessing the Platform, and you agree to this Agreement both personally and on behalf of that person or entity.
3. Term
3.1 The term of the Agreement will commence on the Commencement Date and continue until terminated in accordance with this Agreement.
3.2 This Agreement may be terminated by either party for convenience in accordance with clause 17, provided that the terms of this Agreement will continue to apply to the parties up to the date of termination.
4. General
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4.1 You warrant that all information provided by you at any time is true and accurate.
4.2 You must not use the Services for any illegal purpose and you are responsible at all times for ensuring compliance with the laws of the jurisdiction within which your Venue operates.
4.3 You agree to indemnify One 2 Scan, its related companies, and the directors, officers, agents and employees of the same for all losses, costs, liabilities and damages (including all legal fees and expenses on a full indemnity basis) suffered by One 2 Scan or any such party as a consequence of any act or omission by you, any unauthorised access or use of the One 2 Scan website or Services by you, any breach of these Terms of Service by you, or your violation of any law or the rights of any third party.
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4.4 You are responsible for all content that you upload using the Services and for all activity associated with your One 2 Scan account. One 2 Scan shall have no liability whatsoever to any party in respect of any use by you of the Services.
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4.5 One 2 Scan reserves the right to refuse service to anyone, and to modify the Services, for any reason and at any time, without notice.
4.6 You agree not to involve or attempt to involve One 2 Scan in any dispute or claim arising in respect of any transaction involving any of your employees, associates, customers or suppliers.
4.7 You understand that your content (other than credit card information which is always encrypted) may be transferred unencrypted, transmitted across various networks and changed to conform to the requirements of connecting networks or devices.
4.8 One 2 Scan may, but has no obligation to, remove any content or account containing content that it considers in its sole discretion to be unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or in violation of another party’s intellectual property or these Terms of Service.
4.9 Verbal or written abuse of any kind, to or in respect of any person or entity, will result in the immediate termination of your account.
4.10 A waiver of a provision of or right under this Agreement is effective only if it is in writing signed by the party granting the waiver.
4.11 You acknowledge that you may not assign your rights or obligations under this Agreement without the prior written consent of One 2 Scan.
4.12 One 2 Scan may assign or transfer its rights or obligations under this Agreement without your consent.
5. One 2 Scan Services
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5.1 One 2 Scan provides the Services and the One 2 Scan Platform to facilitate online and mobile ordering and associated functionality. One 2 Scan does not act as your agent and shall have no liability whatsoever to you or any other person in respect of orders or transactions implemented utilising the One 2 Scan Platform and Services.
5.2 ​One 2 Scan provides the Services on an as is, as available, basis and makes no representations, and gives no warranties, with respect to the continuity or availability of the Services. One 2 Scan excludes all and any liability arising from the supply of, or failure, interruption or delay in the supply of, any of the Services; the appropriateness of the Services for any particular purpose; the incorrect, inaccurate or delayed transmission of any transaction; or your use of the Services.
5.3 One 2 Scan may at any time modify or withdraw, on a temporary or permanent basis, and wholly or in part, the One 2 Scan website and/or any of the Services and shall have no liability to you or any other party with respect to, or arising out of, any such modification or withdrawal.
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5.4 One 2 Scan makes no representation or warranty that the Services will be uninterrupted or error-free, or that the Services are free of viruses. All implied conditions, guarantees and warranties are expressly excluded to the maximum extent permitted by law. One 2 Scan shall not be liable for any loss or damage of any nature whatsoever (whether direct, indirect, special, consequential, exemplary or otherwise) arising out of, or in connection with, your use of, or inability to use, the Service or the performance, or lack of performance of the Services.
5.5 One 2 Scan does not warrant or represent that the quality or nature of any products or services available to or obtained by you through One 2 Scan will meet your requirements or specifications, or that any errors or bugs in such products or services will be corrected.
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5.6 Technical support is available via email at support@One2Scan.com or by phone at 0800 One 2 Scan, 0800 127 226
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5.7 One 2 Scan may provide you with access to third party tools over which One 2 Scan neither monitors nor has any control or input. You acknowledge and agree that One 2 Scan provides access to such tools on an as is, where is, basis without any warranties, representations or conditions of any kind and without any endorsement by One 2 Scan. One 2 Scan shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
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6. Intellectual property
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6.1 One 2 Scan owns all intellectual property rights and copyright on the Platform, Website and Services (including with respect to functionality, content, text, graphics, logos and icons) and the software and other material underlying or forming part of the Platform, Services and/or website. You agree that you will not, in any manner or by any means, reverse engineer, resell, adapt, reproduce, copy, store, distribute, print, display, publish or create derivative works from any part of the Platform, website or Services, or attempt to commercialise, copy or sell any information or matters derived from the Platform, website or Services.
6.2 ​One 2 Scan does not claim any intellectual property rights over the material you upload, or which is otherwise provided on your behalf, when utilising the Services. All such material remains yours. You grant One 2 Scan a perpetual, non-exclusive and royalty free licence to access and use that material for the purpose of providing the Services, and for One 2 Scan’s marketing purposes while you have a valid account with us, and you also agree that we may use that material on an aggregated and anonymised basis for other purposes during and after the term of your account, provided that neither you, nor any of your customers are identified. By uploading images of and information describing your products you agree that other internet users can view the same and you agree that One 2 Scan may store and display them and may at any time review all content submitted by you utilising the Services.
7. Our Obligations
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7.1 Subject to the Terms of the Agreement, we will provide you with access to the Platform and the Services as specified.
7.2 We will use reasonable endeavours to make the Services available to you.
7.3 We reserve the right to change, suspend, remove, or disable access to any feature of the Platform or Services at any time without notice. We will not be liable for the removal of or disabling of access to any such features of the Platform or Services. We may also impose limits on the use of or access to the Platform if we determine that it is in the interests of our genuine business needs in our sole discretion without any notice or liability.
8. Venue Obligations
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8.1 You must provide One 2 Scan with all documentation, information and assistance reasonably required by us to perform the Services, including payment information such as price lists, billing details and other account information (Financial Information), to allow processing of payments for products that the Venue provides to its customers through the use of the Platform.
8.2 You agree that by using our platform, you will comply with all laws where applicable including liquor licencing if you sell alcoholic beverages.
8.3 You agree that you will not infringe the Intellectual Property Rights or other rights of any third party or breach any duty of confidentiality.
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8.4 Use of Platform, you must not:
a. use the Platform in any way that could damage the reputation of One 2 Scan, or the goodwill or other rights associated with the Platform.
b. charge any third party to use the Platform.
c. Provide Customers with any information about One 2 Scan or the Payment Platforms that is false, misleading or inaccurate. Without limiting this clause, you must not make any warranty, representation or statement to any Customer relating to One 2 Scan, the Platform or any Payment Platform other than those contained in materials provided to you by One 2 Scan, set out on a Related Website or as otherwise expressly permitted by One 2 Scan in writing. If One 2 Scan is concerned that any content or materials displayed on your Platform, your website or in-store does not comply with this clause, we may request that you modify or delete the relevant content or materials or remove them from display.
d. Except as expressly permitted by this Agreement, reproduce, make error corrections to or modify or adapt the Platform to create any derivative works based upon the Platform
e. Except as permitted by Laws, de-compile, disassemble or otherwise reverse engineer the Platform or directly or indirectly allow, cause or permit any third party to do so.
f. Modify, remove or whitewash any copyright or proprietary notices on the Platform.
g. Access, store, distribute or transmit any viruses, or any material during your use of the Platform that is unlawful, harmful threatening, defamatory, obscene, infringing, harassing, discriminatory, facilitates illegal activity, depicts sexually explicit images, causes damage or injury to any person or property, or violates any applicable laws.
h. One 2 Scan reserves the right, without liability to the Venue, to disable your access to or remove any material published on the Platform that breaches the provisions of this clause.
8.5 When a customer makes an Order using the Platform, you will be issued with a notification (New Order) through the Venue Tablet or POS System. You must use best endeavours to ensure that the ordered products are provided to the Customer promptly after the New Order notification is received, unless you expressly agree on an alternative timeframe with the Customer such as a pre-order.
8.6 You must only provide products to a customer after you have received the relevant New Order Notification. One 2 Scan will not be liable to you for products provided without an Order Notification.
8.7​ You must not impose a card processing fee or surcharge on the Customer for the order or when using a BNPL Provider as a payment mechanism. A surcharge includes any BNPL Provider service fee, any charge or increase in the sale price, or any other Customer fees and charges that are applied because the Customer has elected to use the BNPL Provider as their method of payment. This does not include weekend and public holiday surcharges.
8.8 Additional Venue Obligations, You will:
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a. Co-operate with One 2 Scan in any way reasonably required by One 2 Scan to provide business efficacy to this Agreement.
b. Carry out your obligations in a timely and efficient manner.
c. Do all things reasonable to ensure that you and your customers use the Platform in accordance with the terms and conditions of this Agreement and One 2 Scan’s Terms of Use and Privacy Policy;
d. Be responsible for customer service relating to all Orders and delivery quality.
e. Act in good faith when requests are made by One 2 Scan to promptly resolve disputes with Customers (including where necessary, taking any action reasonably directed by One 2 Scan as may be required to protect our legitimate business interests.
f. Obtain and shall maintain all necessary hardware and third-party software licences necessary to be able to access the Platform; and
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g. Be solely responsible for procuring and maintaining network connections and telecommunications links from your systems to the Platform, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Venue’s network connections or telecommunications links.
9. Onboarding Services
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9.1 If requested by the Venue, ONE 2 SCAN will provide the Onboarding Services to the Venue in a timely manner.
9.2​ The Venue will give One 2 Scan reasonable assistance to allow One 2 Scan to provide the Onboarding Services, including by providing One 2 Scan with access to the Venue’s premises, POS system for menu data, as well as copies of the Venue’s menu together with such other information and assistance as One 2 Scan may reasonably require from time to time.
9.3 In the event that the Venue does not approve of the Set-Up Material published, it will notify One 2 Scan within two (2) working days. One 2 Scan will use its commercially reasonable endeavours to address and rectify the Venue’s concerns in respect of any Set-up Material.
9.4 The Venue grants to One 2 Scan a royalty-free, non-transferrable licence to use and publish any of the Venue’s Intellectual Property Rights in the Set-Up Material, including trademarks and copyright in the menus or in any Set-Up Material provided by the Venue.
10. Support Services
10.1 One 2 Scan will provide the Support Services, which includes the initial set up of the Menu and seeking to resolve access issues with the Platform and updating any Venue related information on the Platform to which the Venue does not have access.
10.2 The Venue will promptly give One 2 Scan such reasonable assistance as One 2 Scan considers necessary to ensure that it can provide the Support Services.
10.3 The Venue will ensure that One 2 Scan is promptly granted all reasonable access, including necessary security clearances, for the purposes of providing the Support Services.
10.4 One 2 Scan will provide initial training and support to your staff during the integration period.
11. Fees
11.1 You acknowledge and accept that payments are processed by a third-party payment gateway, and you agree to be bound by any policies and terms applicable to that payment gateway.
11.2 One 2 Scan will charge a Card Processing Fee directly to your customer on an order (“Card Processing Fee”) in addition to the One 2 Scan Service Fees which are payable by you. The Card Fee will be clearly identifiable before your customer's purchase and in each order confirmation and is not a Venue charge.
11.3 Charges for using the Services are subject to change on 14 days’ notice. Such notice will be emailed to your nominated email address. You are responsible for ensuring that you are familiar with the latest charges at all times. Your continued use of the Services represents your agreement to be bound by the Charges for Services as amended from time to time.
11.4 You will be invoiced by email on a monthly basis. Any disputes regarding an invoice must be raised within 5 working days of the date of the invoice otherwise it will be deemed accepted by you in all respects.
11.5 Under no circumstances will you be entitled to a refund from One 2 Scan.
12. Payment Processing
12.1​ All financial transactions made through the Platform between the Venue and Customers will be processed by the Payment Platforms.
12.2 One 2 Scan will provide the Financial Information to the Payment Platforms or may require that the Venue provides its Financial Information to the Payment Platforms directly.
12.3 One 2 Scan shall not authorise any Payment Platforms to use the Financial Information in any way other than to process payments for Orders.
12.4 One 2 Scan shall not be liable for any losses of the Venue arising out of or in relation to the processing of payments through the Platform but will liaise with the Payment Platforms to facilitate a resolution of any issues regarding payment that arise in respect of the Venue or any Orders.
12.5 The Venue appoints One 2 Scan as its agent for the purposes of accepting payment from Customers who use the Platform to place Orders (Customer Payments).
12.6 One 2 Scan’s right to payments under this Agreement is subject to a valid Tax Invoice being delivered to the Venue in respect of such payments.
12.7 One 2 Scan shall remit the Customer Payments (less the Fees) to the Venue on each Remittance Date.
12.8 The Venue agrees that its Stripe Connected Account, that is onboarded through the One 2 Scan onboarding process, is not to be used for any other payment, other than transactions processed directly through the One 2 Scan Platform. Additional charges for using the Venue Connected Account outside of its intended purpose, including any administration costs, will be invoiced to The Venue.​
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13. Refunds, Reversals & Chargebacks
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13.1 The Venue is responsible for Refunds and can process Refunds via its Venue Portal. All Refunds will appear as a deduction line item on the Venue’s remittance payments. If the Refund is processed after the funds from the relevant Transaction have already been paid out to the Venue, One 2 Scan will implement a deduction facility on a future remittance payment.
13.2 In the event of a Chargeback or Reversal, the Venue acknowledges and agrees that the Venue must pay:
a. The Fees;
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b. The Chargeback Fee (in the event of a Chargeback); and
c. Any other associated fees incurred by One 2 Scan in respect of the Chargeback or Reversal
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14. Hosting and Integration
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14.1 The Platform will be hosted on a cloud server operated by a third party.
14.2 The Venue acknowledges and agrees that One 2 Scan will not at any time host the Platform, and accordingly One 2 Scan will not be liable for any losses occasioned by the Venue arising out of or in relation to the hosting of the Platform.
14.3 One 2 Scan will notify the Venue of:
a. Any violations of the Privacy Act, or violations of the terms of this Agreement of which it becomes aware;
b. Any request, claim, order, authority report made by any government or statutory authority in respect of the Platform or the data generated by the Platform; and
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c. The details of the third party hosting of the Platform upon the Venue’s request (unless this information is confidential).
14.4​ One 2 Scan can be integrated either into the Venue’s point of sale system (POS) through the POS third party integration partner or a tablet supplied by One 2 Scan (at your cost) which will allow One 2 Scan to send the Venue’s customer’s orders directly to the Venue’s kitchen or bar.
14.5If One 2 Scan is integrated into the POS, the Venue indemnifies One 2 Scan from and against any loss arising as a result of any act or omission of the Venue out of errors, defects or incorrect information in the POS and POS third party integration partner.
15. Representations and Warranties
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15.1 Each party hereby represents and warrants to the other that:
a. It has the right to deal with the Intellectual Property Rights and has the authority to grant its respective rights under this Agreement;
b. It is a corporation duly organised, validly existing, and in good standing under the laws of New Zealand;
c. The grant, execution, delivery and performance of its obligations under this Agreement have been duly authorised by all necessary action; and
d. This Agreement a legal, valid and binding obligation.
15.2 Notwithstanding anything else in these Terms of Service, One 2 Scan does not warrant that the Venue’s use of the Platform will be uninterrupted or error-free.
15.3 One 2 Scan is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including cloud and internet services, and the Venue acknowledges that the Platform may be subject to limitations delays and other problems inherent in the use of such communications facilities.
16. Liability
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16.1 To the full extent permitted by law, One 2 Scan excludes all liability in respect of loss of data.
16.2 To the full extent permitted by law, One 2 Scan excludes all representations, warranties or terms (whether express or implied) other than those expressly set out in this Agreement.
16.3 To the fullest extent permitted by law, in no circumstances will One 2 Scan be liable (whether before or after the expiry or termination of these Terms of Service) for special, indirect or Consequential Loss as a result of a defect in the Platform or a breach by One 2 Scan of this Agreement including but not limited to, loss of profits or revenue, the costs arising from the loss of use of the Platform and the costs of any substitute software which the Venue acquires.
16.4 One 2 Scan’s total aggregate liability for all claims relating to these under this Agreement is limited to the amount of the Platform Fees paid by the Venue under this Agreement in the 1 month preceding the relevant claim.
16.5 One 2 Scan shall have no liability for any damage caused by errors or omissions in any information, instructions or material provided to One 2 Scan by the Venue in connection with the Platform, or any actions taken by One 2 Scan at the Venue’s direction.
16.6 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
17. Termination
17.1 You can terminate your account with One 2 Scan at any time by emailing admin@one2scan.com. Once your account is terminated all your content may be deleted from the One 2 Scan platform. As deleted data cannot be retrieved, please be sure that you do wish to terminate your account before doing so.
17.2 One 2 Scan shall be entitled to terminate this agreement at any time, and without notice.
18. Consequences of Termination
18.1.If this Agreement is terminated or expires for any reason:
a. The licences (including the Licence) granted under this Agreement immediately terminate and the Venue can no longer use the Platform;
b. One 2 Scan shall cease providing the Services to the Venue;
c. The Venue must return to One 2 Scan or delete all copies of the Platform, any adaptions or versions of the Platform and any other media constituting or containing One 2 Scan’s Intellectual Property Rights or any other thing provided to the Venue under this Agreement;
d. All amounts owing by the Venue to One 2 Scan will become immediately due and payable to One 2 Scan without further notice and interest will accrue on this amount at the Penalty Interest Rate;
e. The Venue must immediately pay all outstanding Fees;
f. One 2 Scan will make any final remittance payment (less any Fees, and any costs for which the Venue is responsible under this Agreement) to the Venue within 7 days of termination; and
g. Termination will not affect the parties accrued rights and obligations prior to the date of termination.
19. Confidentiality
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19.1 Each party acknowledges that during the course of this Agreement they may convey to the other party Confidential Information. If any Confidential Information is received by a party, then that party agrees to keep it confidential and use it only for the purposes of performing its rights and obligations under this Agreement (Permitted Purpose).
19.2 Each party shall not disclose the other party’s Confidential Information in whole or in part to any third party, except to those of its or its Affiliates employees, officers, representatives or advisors who need to know such Confidential Information for the Permitted Purpose. Each party shall inform its and its Affiliates employees, officers, representatives or advisors who need to know such Confidential Information for the Permitted Purpose of the confidential nature of the Confidential Information prior to disclosure and at all times is responsible for such persons’ compliance with the confidentiality obligations set out in this clause.
19.3 Each party may disclose the other party’s Confidential Information to the extent required by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, the receiving party gives the Disclosing party as much notice of such disclosure as reasonably possible and, where notice of disclosure is not prohibited and is given in accordance with this clause, the receiving party takes into account the reasonable requests of the disclosing party in relation to the content of such disclosure.
19.4 This clause continues even after termination of this Agreement.
20. Data Protection
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20.1 One 2 Scan agrees to provide the Venue with the customer’s order details (Order Details) to the extent necessary for the Venue to manage and fulfil the customer’s order (Purpose). To the extent that the Order Details contains any Personal Information of the customer, the parties acknowledge and agree that the Venue shall not access or use such Personal Information other than as necessary for the Purpose.
20.2 Each party is regarded as an independent data controller for the purposes of the Privacy Act 2020.
20.3 Each party shall comply with the Privacy Act at all times in its capacity as a data controller and shall, upon request, provide reasonable assistance to the other party in the event that a customer exercises its rights under the Privacy Act, or a query or investigation is commenced by the Privacy Commissioner.
21. GST
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21.1 Unless otherwise set out in this Agreement, all Fees are inclusive of GST.
21.2 Any amount payable by the Venue to One 2 Scan under this Agreement is a payment for a taxable supply.
21.3 Unless otherwise specified, the party acquiring the taxable supply is liable to pay at the same time and in the same manner as any other money is payable for the taxable supply, the amount of any GST payable in respect of the taxable supply.
21.4 Costs required to be reimbursed or indemnified under this Agreement must include any amount in respect of GST included in the costs for which an entitlement arises to claim an input tax credit.
22. Notices
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22.1 Any notice given under this Agreement by either party to the other must be in writing by email and will be deemed to have been given on transmission.
22.2 Notices must be sent to admin@one2scan.com or to any other email address notified by email to you by us.
22.3 Notices to you may be sent via email to the email address which you provided when setting up your access to the Platform.
23. Licence
23.1 One 2 Scan grants to the Venue a non-exclusive, non-transferable, non-sublicensable licence to use and access the Platform during the Term on the terms set out in this Agreement (“Licence”).
23.2 In exchange for One 2 Scan granting the Licence to the Venue, the Venue agrees to pay the Fees on the terms set out in this Agreement.
23.3If this Agreement is terminated for any reason, then the Licence together with One 2 Scan’s provision of the Services, will terminate.
24. Governing Law
24.1 This Agreement shall be governed and construed in all respects in accordance with the laws of New Zealand, and you submit to the exclusive jurisdiction of the courts of New Zealand for the resolution of any disputes.