1.1 Order Legend owns and operates Orderlegend for Google Ads, a shopping feed app which enables Order Legend to upload the Merchant’s products to Google Merchant Centre & create Google Shopping Ads campaigns to advertise the Merchant’s products.
1.2 Merchant (who has approved the Order Legend Commission and accepted these terms (collectively, this “Agreement”) before installing the Order Legend for Google Ads App), offers all of its products for sale to prospective customers via Order Legend's Google Shopping Ads campaigns.
1.3 This Agreement forms the basis upon which Order Legend and Merchant agree to cooperate to provide a product feed to advertise, promote, market and sell products to Customers through Order Legend Google Shopping Ads campaigns and for the Merchant to pay 12% commission to Order Legend on amounts associated with such sales and any sales made via www.orderlegend.shop (‘Order Legend Commission’) calculated on subtotal basket value and on Sales Before Returns and based on a 30 day cookie window Last Non-Direct Click Attribution Model. Merchant is not charged commission on shipping costs (or any US sales tax, or other local, state or federal tax that Merchant is obligated to collect on the order within the US). The 12% commission rate factors in an average returns rate, meaning that commission is charged on all orders irrespective of returns/cancellations that are made after the transaction is complete. As a result of the original sale, the Merchant has the contact details of the customer so they can re-market to the customer, so even if an item is returned/cancelled, there is still intrinsic value to the transaction. In the UK and EU, commission is charged on the VAT-inclusive price.
1.4 Commission Rate Adjustments - The default commission rate is set at 12%. Any adjustments to this commission rate must be mutually agreed upon between Order Legend and the Merchant. The Merchant may request changes to the commission rate used to calculate charges in writing, and no changes will be made without the explicit consent of the Merchant. Order Legend will manage its ad spend to ensure the sustainability of the service and will not pass on losses incurred from advertising spend to the Merchant.
1.5 Notwithstanding any other provision in this Agreement, the minimum commission charge processed by Order Legend will be $0.03. In cases where the calculated commission charge is less than this minimum amount, the charge will be rounded up to $0.03. This minimum charge is in place to cover various operational costs, including but not limited to Shopify fees, payment processing fees, and regulatory fees such as digital sales tax.
1.6 Merchant’s website is powered by Shopify (as defined below). Order Legend has entered into separate terms with Shopify which govern, among other things, the basis on which Order Legend will obtain access to Merchant data, products and inventory via Shopify.
1.7 This Agreement sets out the parties’ respective rights and obligations in respect of providing an app to advertise, promote, market and sell products to Customers through Order Legend Google Shopping Ads campaigns.
2.1 In this Agreement, unless the context otherwise requires:
“Agreement” has the meaning given in clause 1.
“API” means an application programming interface.
“Billing Cap” means the maximum Order Legend can charge you in respect of each Billing Period, as set by you monthly, provided that if you do not set a cap in respect of a Billing Period, the cap applied in the previous Billing Period will apply.
“Billing Information” means information concerning a Customer’s credit card or debit card used to process an Order, including, without limitation, account numbers, security codes, and billing addresses.
“Billing Period” means each consecutive period of 30 days, the first period beginning when the Merchant sets the billing cap.
“CDPA” means the Copyright, Designs and Patents Act 1988.
“Confidential Information” means all non-public information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) under this Agreement, excluding information that:
(i) is known by the Receiving Party prior to disclosure by the Disclosing Party without obligation of confidence;
(ii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information;
(iii) is acquired by the Receiving Party from a third party that is not under an obligation of confidence with respect to such information; or
(iv) is or becomes publicly available through no breach of this Agreement.
For the avoidance of doubt and without limiting the foregoing, the following non exhaustive list shall constitute Order Legend's Confidential Information: the terms of this Agreement, any technical information or code relating to the Order Legend for Google Ads App, and any financial or business information regarding Order Legend's operations or planned operations.
“Customer(s)” means any person or entity that makes an Order.
“Customer Information” means all information, other than Billing Information, used to process an Order, including, without limitation, a Customer’s name, address, phone number, e-mail, shipping address, and order details.
“Data Protection Legislation” means all applicable data protection legislation and regulations.
“Effective Date” means the date on which Merchant accepts Order Legend's Terms and installs the Order Legend for Google Ads App.
“GTINs” means the 14-digit unique number used to identify Products.
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Last Click Attribution” means that all of the credit for a conversion is given to the last touchpoint in the buyer’s journey. For the purposes of clarification only, where a Customer visits a store with Order Legend utm tracking and does not subsequently visit that store prior to a sale with other source utm tracking, the sale shall be attributed to Order Legend.
“Legal Requirement” means any law, proclamation, decision, rule, regulation, order, resolution, notice, rule of court, bye-law, directive, statute, statutory instrument, standards, codes of conduct or other instrument or requirement having the force of law by whomsoever made, issued, declared, passed or otherwise enacted, created or given effect by, without limitation, HM Parliament, the Council, Commission or Parliament of the European Union, any court or other judicial forum, any coroner or commission of inquiry, any local authority or any statutory undertaker or other competent authority or any other person having such power related to or affecting this Agreement.
“Merchant Content” means all content, information, and materials provided by or on behalf of Merchant to Order Legend, including, without limitation, all content, information, and materials described in clause 4.1.
“Merchant Marks” means the logos, service marks, trade marks, and trade names owned and/or controlled by Merchant relating to Merchant and/or the Products.
“Merchant Sites” means the various websites, applications and other platforms owned or controlled by the Merchant or other sites powered by Shopify for the Merchant.
“Order” means any order for Products made via the Order Legend for Google Ads App from the related Order Legend Google Shopping Ads Campaigns applying Last Click Attribution.
“Personal Data” has the meaning set out in the UK Data Protection Act 2018.
“Products” means Merchant’s goods available for advertising via Order Legend Google
Shopping Ads Campaigns on the Merchant Sites.
“Order Legend” means Order Legend Ltd, a company registered in England and Wales under company number 10434678 whose registered address is at Office 3, St Ann’s House, Guildford Road, Lightwater, Surrey, GU18 5RA.
“Order Legend for Google Ads App” means the Order Legend for Google Ads App which is made available to Merchants by Order Legend via Shopify and which Merchant must install in order to set up product feed access.
“Order Legend Content” means all content, information, and materials appearing on the Order Legend sites/shopping ads (but excluding the Merchant Content).
“Order Legend Commission” has the meaning given in clause 1.3.
“Order Legend Marks” means the logos, service marks, trade marks, and trade names owned by Order Legend Sites/shopping ads.
“Order Legend Policies” means such Order Legend policies as are provided to the Merchant by Order Legend from time to time, including without limitation its Acceptable User Policy.
“Order Legend Sites” means collectively:
(i) websites, mobile or tablet applications, and any other platforms owned or controlled by Order Legend, including, without limitation, OrderLegend.Shop, OrderLegend.Store and its related country code top-level domains;
(ii) third party product listing advertisements and paid advertising services operated by Order LegendORD.
“Sales Before Returns” means the aggregate sum paid by Customers to Merchant in respect of Orders.
“Shopify” means Shopify Inc., a company incorporated in Canada with offices at 150 Elgin Street, 8th Floor, Ottawa, Ontario, Canada K2P 1L4.
“Term” has the meaning given in clause 9.1.
2.2 Clause and paragraph headings of this Agreement are to facilitate reference only, do not form a part of this Agreement and shall not, in any way, affect the interpretation hereof.
2.3 A reference to a clause is to a clause of this Agreement.
2.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
2.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
2.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
2.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
3.1 Merchant hereby grants Order Legend during the Term a worldwide, non-exclusive, royalty-free, fully paid-up licence to:
(i) access the Merchant product data through Shopify to configure and create a shopping feed; and
(ii) use all Merchant Content provided to Order Legend by Merchant via Shopify or otherwise, for the purposes of uploading the Merchant’s products to the Google Merchant Centre and creating Google Shopping Ads campaigns in order to promote Merchant’s products in Google and across Order Legend Site(s).
4.1 Merchant shall:
(i) install and keep installed the Order Legend for Google Ads App via Shopify App Store;
(ii) permit Order Legend to access, via Shopify or otherwise, Product information including but not limited to, GTINs (where available), Product types, Product names, Product images, Product descriptions, sizes, inventory, current retail prices, other Product details, and information regarding delivery/shipping options by country;
(iii) permit Order Legend to access, via Shopify or otherwise, Merchant’s Content, Merchant Marks and any other information reasonably required by Order Legend to market the Products via Order Legend Google Shopping Ads campaigns and Order Legend sites; and
(iv) acknowledges that the Order Legend Commission will be paid to Order Legend by Shopify on behalf of the Merchant from the subscription payments that you make to Shopify, the maximum amount that Shopify can pay to Order Legend in respect of a Billing Period being equal to the amount of the Billing Cap for that Billing Period.
4.2 Merchant shall be responsible for fulfilling all Orders using the Order information including, without limitation:
(i) processing Orders and Returns;
(ii) shipping the Products; and
(iii) providing all customer service in connection with the Products and Orders.
4.3 The Merchant acknowledges that Shopify will charge its Customers in accordance with the current pricing information, shipping, handling, taxes, and fees provided by the Merchant and that Order Legend's commission will be calculated by reference to those prices.
4.4 The Merchant undertakes to perform the obligations set out in this clause 4 in a professional, workmanlike, and timely manner.
4.5 Merchants shall only use the Shopify for Order Legend App for the purposes set out in this Agreement and in accordance with the terms set out herein. Merchants shall not make improper use of or otherwise misuse the Order Legend for Google Ads App and shall comply at all times with the Order Legend Policies.
5.1 Each party shall bear its own costs and expenses (including legal fees) in relation to the preparation and execution of this Agreement.
6.1 Subject to the licences expressly granted herein, Order Legend and its licensors (as applicable) retain all legal and beneficial right, title, and interest in and to the Order Legend for Google Ads App, the Order Legend Marks, Order Legend Sites and the Order Legend Content, including all Intellectual Property Rights and proprietary rights therein, and nothing in this Agreement will operate to transfer such rights to Merchant.
6.2 Subject to the licences expressly granted herein, Merchant retains all legal and beneficial right, title, and interest in and to Merchant Sites and Merchant Content, including all Intellectual Property Rights and proprietary rights therein, and nothing in this Agreement will operate to transfer such rights to Order Legend.
7.1 Merchant shall collect all payments from Customers for Orders. Order Legend will receive from Shopify at the end of each Billing Period the Order Legend Commission due in respect of that Billing Period. Merchant agrees and acknowledges that it is liable to Order Legend for the Order Legend Commission if and to the extent that Shopify does not pay the Order Legend Commission to Order Legend in accordance with this clause 7.1.
7.2 If during any Billing Period the Order Legend Commission equals the Billing Cap for that Billing Period, Order Legend shall be entitled to suspend its services and your products will no longer be advertised in Google in respect of that Billing Period unless and until the Billing Cap is increased by the Merchant.
7.3 Order Legend is entitled to the Order Legend Commission in respect of every Order generated via Order Legend Google Shopping Ads Campaigns and the Order Legend Sites.
7.4 Upon expiration or termination of this Agreement however caused, unpaid Order Legend Commission shall immediately become due and payable by Merchant.
7.5 Any overdue, undisputed amounts due to Order Legend under this Agreement shall bear interest (both before and after judgement) at the rate of 4% above the base rate from time to time of Order Legend's main bank in the United Kingdom calculated from the date when such amount is due up to the date of payment (both inclusive). In the event of any action by Order Legend to collect any overdue, undisputed amounts, Merchant shall be responsible for any reasonable costs of collection (including, without limitation, legal fees and expenses).
7.6 Any and all expenses, costs and charges incurred by Merchant in the performance of its obligations under this Agreement shall be paid by Merchant unless Order Legend has expressly agreed beforehand in writing to pay such expenses, costs and charges.
7.7 During the Term and for three (3) years thereafter Merchant agrees to maintain full, proper and accurate books, documents, records and information systems, which is to include access to Shopify, clearly showing all Orders and the calculation of the payments due to Order Legend under this Agreement, which shall be kept separate from any books, documents, records and information systems not relating solely to Order Legend.
8.1 Each party shall comply with Data Protection Legislation and all applicable laws relating to advertising, the internet, privacy, cookies and tracking technology and unfair business practices.
8.2 Order Legend shall be entitled to process, use and disclose information it collects about the nature, type and quantity of Products marketed and sold via Order Legend Google Shopping Ads Campaigns for any purpose as it sees fit provided that the information is not personal data for the purposes of the Data Protection Legislation.
9.1 This Agreement shall begin on the Effective Date and continue until terminated in accordance with clause 10 (‘Term’).
10.1 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability in any circumstances to the other:
(i) on written agreement between the parties;
(ii) on Merchant uninstalling the Order Legend for Google Ads App;
(iii) on Order Legend notifying the Merchant of termination in writing. 10.2 Upon expiration or termination of this Agreement howsoever caused:
(i) each party shall promptly return to the other (or at the other party’s option, destroy) all of the other party’s Confidential Information in its possession or control;
(ii) any licences granted hereunder shall immediately cease;
(iii) all sums owing to a Party under this Agreement shall become immediately due and payable;
(iv) the accrued rights of the parties as at termination or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.
10.3 Any provision of this Agreement that contemplates performance, application or observance subsequent to termination or expiration of this Agreement will survive any expiration or termination of this Agreement or any part thereof, and continue in full force and effect thereafter.
11.1 Each party agrees that it shall not use or disclose the Confidential Information of the other except as necessary to perform its obligations hereunder.
11.2 Each party agrees not to disclose the other party’s Confidential Information to any person other than its employees, agents, or independent contractors who have a need to know the same to perform its obligations hereunder, and who are under obligations of Property Rights of any third party or otherwise violate the rights of any third confidentiality substantially similar to this clause.
11.3 The Receiving Party shall be responsible for any breaches of this clause by its employees, agents, and independent contractors. Each party agrees it shall protect the confidentiality of the other party’s Confidential Information in the same manner that it protects its own Confidential Information, but in any case with not less than a reasonable degree of care. All Confidential Information made available hereunder, including copies thereof, shall be returned or destroyed, at the Disclosing Party’s direction, and certified by the Receiving Party as having been so returned or destroyed, upon the expiration or termination of this Agreement.
11.4 The parties recognise that the disclosure or use of the Disclosing Party’s Confidential Information by the Receiving Party in breach of the provisions of this clause 11 would cause irreparable injury to the Disclosing Party.
11.5 In the event either party breaches the provisions of this clause 11, the other party, in addition to any other remedies it may have, shall be entitled to seek interim and final injunctive relief. The Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent that the disclosure is required by law, by any governmental or other regulatory authority or by any court or other authority of a competent jurisdiction provided that the Receiving Party shall, to the extent that it is legally permitted to do so, provide to the Disclosing Party prompt prior written notice of such requirement and, where permitted to do so by law, take into account the reasonable requests of the Disclosing Party in relation to the disclosure.
12.1 Each party represents and warrants to the other party that: it has the full right, power, and authority to enter into this Agreement, to discharge its obligations hereunder, and to grant the licences granted hereunder.
12.2 Merchant further represents, warrants and undertakes to Order Legend that:
(i) Merchant is the sole legal and beneficial owner of (or otherwise has
sufficient rights to) all Merchant Content;
(ii) the Merchant Content is accurate and up-to-date; and
(iii) no Merchant Content, Merchant Marks, or Products infringe the Intellectual party.
12.3 Except as expressly set forth in this clause 12, the Order Legend Sites, their components and any other materials provided by Order Legend hereunder are provided “as is” and “as available”, and Order Legend makes no warranties with respect to the same and hereby disclaims any and all express, implied, or statutory warranties. To the extent that Order Legend may not as a matter of applicable law disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such law. Without limiting the foregoing, Order Legend makes no representations or warranties with regard to the potential market for the Products or the amount of Sales Before Returns that may be generated pursuant to this Agreement.
13.1 Merchant shall indemnify, defend, and hold harmless Order Legend and Order Legend's officers, directors, employees, agents (collectively, the “Order Legend Indemnified Parties” and each, a “Order Legend Indemnified Party”) from and against any and all losses, liabilities, damages, fines, and related costs and expenses, including reasonable legal fees, disbursements, and costs of investigation, litigation, settlement, judgement, interest, and penalties (“Losses”) incurred by the Order Legend Indemnified Parties in connection with any third-party claim, action, or proceeding (“Claim”) to the extent arising from or relating to:
(i) Merchant’s breach of any of its representations, warranties or undertakings in clause 12;
(ii) Merchant’s negligence or wilful misconduct;
(iii) Breach of the Merchant’s obligations under clause 4 and clause 11;
(iv) The Products.
14.1 Order Legend provides access to the System as part of the Services. The Systems are hosted by Google and Order Legend is not liable for interruptions, downtime or other failures of the System, or any action, omission or decision by Google (whether or not intended) to alter the System or Order Legend's status or access to the System or to cease making the System available. Subject to clause 14.2, in no event shall Order Legend be liable to the Merchant for:
(i) loss of profits
(ii) loss of business
(iii) depletion of goodwill or similar losses;
(iv) loss of anticipated savings;
(v) loss of goods; or
(vi) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses,
whether or not reasonably foreseeable and even if Order Legend had been advised of the possibility of the Merchant incurring that loss or type of loss, and Order Legend's liability in respect of any claim made under or in connection with this Agreement whether for negligence, breach of contract or otherwise shall not exceed an amount equal to the Order Legend Commission payable under this Agreement in the twelve months preceding the date on which the claim arose.
14.2 Nothing in this Agreement shall limit or exclude the liability of either party for death or personal injury resulting from that party’s negligence, fraud, or fraudulent misrepresentation or any other liability which cannot be limited or excluded by law; or
15.1 Any notice, request, approval, authorisation, consent, or other communication required or permitted to be given or made pursuant to this Agreement (each, a “Notice”) shall be in writing and shall be deemed given and effective: (i) if personally delivered, upon delivery; (ii) if sent by an overnight service with tracking capabilities, upon receipt; (iii) if sent by recorded delivery, within five days of deposit in the mail; or (iv) if by electronic mail, by 9.00am on the next Business Day following transmission.
To Order Legend:
Office 3, St Ann’s House Guildford Road, Lightwater, Surrey, GU18 5RA
To Merchant :
Unless Merchant notifies Order Legend otherwise in writing, Order Legend shall use Merchant’s address as provided through the Order Legend for Google Ads App install.
16.1 Order Legend Ltd is a registered company operating from the United Kingdom. For any dispute which can be resolved through Customer Support, each party agrees that the courts of England and Wales shall have jurisdiction to settle any dispute or claim.
17.1 This Agreement sets out the entire agreement between the parties relating to the subject matter herein and supersedes and extinguish any prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing, relating thereto.
17.2 This clause 17 shall not exclude any liability for or remedy in respect of fraudulent misrepresentation.
18.1 A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law, whether by conduct or otherwise, shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law, whether by conduct or otherwise, shall preclude or restrict the further exercise of that or any other right or remedy.
18.2 Order Legend may amend this Agreement from time to time. Order Legend will provide notice of any variation(s) to this Agreement to Merchant by email (or other electronic means) along with (i) a copy of the updated Agreement and (ii) a summary of the changes. Any variation(s) to this Agreement notified to Merchant shall become binding on Merchant on the date advised by Order Legend. Should Merchant continue to use the Order Legend for Google Ads App beyond that date Merchant shall be deemed to have accepted the variation(s).
18.3 Unless expressly agreed, no variation or amendment shall constitute a general waiver of any provision of this Agreement, nor shall it affect any rights or obligations under or pursuant to this Agreement which have already accrued up to the date of variation or amendment and the rights and obligations under or pursuant to this Agreement shall remain in full force and effect except and only to the extent that they are varied or amended.
19.1 Where any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction then such provision shall be deemed to be severed from this Agreement and, if possible, replaced with a lawful provision which, as closely as possible, gives effect to the intention of the parties under this Agreement and, where permissible, that shall not affect or impair the legality, validity or enforceability in that, or any other, jurisdiction of any other provision of this Agreement.
20.1 The Merchant may not assign, transfer, charge or otherwise deal with all or any of its rights under this Agreement nor grant, declare, create or dispose of any right or interest in it without the prior written consent of Order Legend.
20.2 Order Legend may freely assign this Agreement in whole or in part.
21.1 A party shall not be in breach of this Agreement, or liable for any failure or delay in performance of any obligations under this Agreement arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (a “Force Majeure Event”), including but not limited to any of the following:
(i) acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;
(ii) war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
(iii) terrorist attack, civil war, civil commotion or riots;
(iv) fire, explosion or accidental damage;
(v) pandemic or epidemic; or
(vi) collapse of building structures, failure of plant machinery, machinery, computers or vehicles.
21.2 If the Force Majeure Event prevails for a continuous period of more than six months, either party may terminate this Agreement by giving 14 days’ written notice to the other party. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this Agreement occurring prior to such termination.
22.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
23.1 Except for the Order Legend Indemnified Parties, a person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
23.2 Each party represents to the other that their respective rights to terminate, rescind or agree any amendment, variation, waiver or settlement under this Agreement are not subject to the consent of any person that is not a party to this Agreement.
24.1 This Agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.
24.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute of whatever nature arising out of, relating to, or having any connection with this Agreement (including a dispute regarding the existence, formation, validity, interpretation, performance or termination of this Agreement), and waive any objection to proceedings before such courts on the grounds of venue or on the grounds that such proceedings have been brought in an inappropriate forum provided that Order Legend may enforce any judgement of the courts of England and Wales in the courts of any jurisdiction.
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