TERMS AND CONDITIONS FOR RESTAURANT PARTNERS

1. DEFINITIONS AND INTERPRETATION

1.1  In this Agreement these words have these meanings:

1.2  If the Commercial Terms conflict with these terms, the Commercial Terms apply.

1.3  "Including" means including without limitation. A reference to a law includes that law as amended or replaced. "Written" and "in writing" include email.

2. APPROVAL AND ACCEPTANCE

2.1  The Platform is for businesses only. The Partner confirms that it is a business based in the UK and that it uses the Platform only for business purposes.

2.2  We only accept Partners that we have approved. We may refuse or delay approval without giving a reason. There is no free trial.

2.3  This Agreement starts on the Start Date. The Partner accepts these terms by ticking the acceptance box when it registers, or by using the Platform after we approve it.

2.4  The person accepting these terms for the Partner confirms that they have authority to bind the Partner.

2.5  Each approval covers one Location and one Partner Site. Each additional Location needs its own approval and its own Commercial Terms.

2.6  The Partner must give us accurate details and tell us promptly if they change, including its legal name, address, email, Payment Provider account and food business registration.

3. THE PLATFORM AND THE PARTNER SITE

3.1  We will set up, host and maintain a Partner Site for each approved Location, served on the Partner's own domain name, and give the Partner access to the Platform to manage its menu, orders and reservations.

3.2  We provide the Platform on a best efforts basis and "as is". We do not promise that it will be available at all times or free from errors or interruptions.

3.3  We may carry out maintenance and may update, improve or change the Platform at any time. Where we can, we will give notice of planned maintenance that may interrupt the service.

3.4  We will acknowledge each support request sent to [email protected] within 24 hours, counting Working Days only, and will use reasonable efforts to resolve it as soon as we reasonably can.

3.5  We take daily backups of each Partner Site and its data. The Partner pays our actual cost of the backups, either as stated in the Commercial Terms or as invoiced to the Partner at cost. On request we will restore from a backup, but we cannot guarantee that any backup is complete or free from errors.

3.6  The Platform uses services from third parties, currently Stripe, Mollie, Cloudflare, Google Maps, Google Analytics and Postcodes.io. We may change them. Their own terms apply, and we are not responsible for their failures or changes.

3.7  We make Social Login Providers available on every Partner Site so Customers can sign in with an existing Google, Facebook, Microsoft or Apple account instead of creating a password. This is provided centrally and requires no setup from the Partner. Clause 9 explains how we handle the Customer Data this involves.

3.8  The Partner must not:

• (a)  use the Platform for anything unlawful, or to sell anything unlawful;
• (b)  upload harmful code or interfere with the security or performance of the Platform;
• (c)  copy, reverse engineer or resell the Platform or Our Design;
• (d)  let anyone other than its own staff use its login details, and it must keep them secure; or
• (e)  sell alcohol or any other age-restricted goods through a Partner Site without our written agreement.

4. THE PARTNER'S RESPONSIBILITIES

4.1  We provide technology only. The Partner is the seller of all food and drink ordered through its Partner Site. The contract for each order is between the Partner and the Customer, and we are not a party to it.

4.2  The Partner is solely responsible for:

• (a)  registering as a food business with its local authority and holding every licence, permit and approval it needs;
• (b)  food safety, hygiene and its food hygiene rating;
• (c)  allergen and ingredient information, and keeping its menu and allergen information accurate and up to date (we do not check them);
• (d)  accepting, preparing and fulfilling orders and reservations, and the accuracy and quality of every order;
• (e)  delivery, including its drivers, how they are engaged, their insurance and their right to work (we do not provide drivers or a delivery service);
• (f)  its prices, VAT and other taxes;
• (g)  handling Customer complaints, refunds and refund decisions; and
• (h)  complying with all law that applies to its business, including food safety, food information, consumer protection and licensing law.

4.3  We supply a template of customer terms that fills in the Partner's details automatically and is shown on the Partner Site. The Partner must check that its details in the terms are correct and must not remove the terms or replace them with terms that conflict with the law. We are not a law firm, and the Partner should take its own advice if it wants to change them.

4.4  The Partner must hold appropriate insurance for its business, including public liability and product liability insurance, and must show us proof on request.

4.5  The Partner must set up and keep its own account with a Payment Provider and connect it to the Platform. The Partner must comply with the Payment Provider's terms and keep its account in good standing.

5. CONTENT, DESIGN AND OWNERSHIP

5.1  As between us and the Partner, the Partner owns the Partner Content and the Customer Data.

5.2  The Partner gives us a non-exclusive licence to use, copy, host, display and process the Partner Content during the term of this Agreement and the export period in clause 8.8, only so that we can provide the Platform and the Partner Site.

5.3  The Partner confirms that it has all the rights it needs in the Partner Content, including photos and logos, and that the Partner Content does not infringe anyone's rights or break the law.

5.4  We own Our Design and all intellectual property rights in the Platform, its software and its templates. Nothing in this Agreement transfers any of them to the Partner.

5.5  We give the Partner a non-exclusive, non-transferable licence to use the design of its Partner Site during the term of this Agreement, for its own restaurant only. The licence ends when this Agreement ends. The Partner may not copy the design or use it anywhere else.

5.6  We may show a small "Powered by BhandariTech" credit with a link on each Partner Site.

5.7  The Partner may export its menu, photos and Customer Data at any time during the term through the Platform or by asking us.

6. DOMAIN NAMES

6.1  The domain arrangements for each Partner Site are set out in the Commercial Terms. Where the Commercial Terms say nothing about a point, clauses 6.2 to 6.5 apply.

6.2  The Partner owns its domain name and is responsible for renewing it and paying the registration costs.

6.3  If we register a domain name for the Partner, we hold it for the Partner. On the Partner's written request we will transfer it, or give the Partner what it needs to transfer it, within 14 days, once the Partner has paid everything it owes us.

6.4  The Partner must give us the DNS access we need to serve its Partner Site, including through Cloudflare. We are not responsible if a domain name is lost because it was not renewed, it expired, or the registrar acted or failed to act.

6.5  When this Agreement ends we will stop serving the Partner Site on the Partner's domain name and, if the Partner asks, help it to point the domain name somewhere else.

7. FEES AND PAYMENT

7.1  The Partner must pay the Fees set out in the Commercial Terms. Fees may differ between Partners. Fees do not include VAT. If VAT applies to them, we will add it.

7.2  A percentage fee applies to the Order Total of each order placed through the Partner Site, including orders paid for in cash, at the rate stated in the Commercial Terms.

7.3  For each Eligible Transaction we take our percentage fee automatically when the Customer pays, using the Payment Provider's platform fee or application fee feature. The Partner authorises this and must not disable it or interfere with it.

7.4  All other Fees, including fixed monthly fees, set-up fees, backup costs, percentage fees on cash orders and percentage fees we could not collect automatically, are invoiced monthly by email. Each invoice is due within 7 days of the invoice date and is payable by the method stated on the invoice. Our records of orders on the Platform are conclusive unless there is an obvious error.

7.5  The Partner pays its Payment Provider's card processing fees and any chargeback and dispute fees directly to the Payment Provider. These are separate from our Fees. Chargebacks and disputes on card payments are between the Partner and the Payment Provider, and the Partner bears the amount and the fees.

7.6  If the Partner refunds a card order in full, we will refund our percentage fee on that order. If the refund is partial, we will refund our percentage fee in proportion. We do not refund percentage fees on cash orders, and we do not refund any other Fees.

7.7  If the Partner pays late, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998. Interest is charged at 8% a year above the Bank of England base rate, from the due date until the day we receive payment.

7.8  If the Partner does not pay an invoice by its due date, we may suspend the Partner Site and the Partner's access to the Platform by giving 7 days' written notice, unless the Partner pays in full within that notice period. Suspension does not stop Fees from running. We will restore the service promptly once the Partner has paid in full.

7.9  We may change the Fees by giving 30 days' written notice. If the Partner does not accept the change, it may end this Agreement by written notice given before the change takes effect. The Agreement then ends on the day before the change takes effect and the Early Termination Charge does not apply. If the Partner does not give notice, the new Fees apply from the date stated in our notice.

7.10  The Partner must pay all sums in full, without set-off or deduction.

7.11  If the Partner changes or disconnects its Payment Provider account, it must tell us. Until the new account is connected we may invoice percentage fees monthly instead of collecting them automatically.

8. TERM AND TERMINATION

8.1  This Agreement starts on the Start Date and continues for the Minimum Term. After the Minimum Term it continues month to month until it is ended under this clause.

8.2  After the Minimum Term, either party may end this Agreement by giving the other at least 1 month's written notice.

8.3  During the Minimum Term we may not end this Agreement except under clause 8.5 or clause 8.6. The Partner may end it earlier by giving at least 1 month's written notice, but it must then pay the Early Termination Charge.

8.4  The Early Termination Charge is 50% of the Fees that would have been payable for the rest of the Minimum Term after the date this Agreement ends. To work this out, monthly Fees are the average monthly Fees paid or payable over the last 3 full months before the notice was given, or, if fewer than 3 months have passed, over the months since the Start Date, or, if no Fees have been charged yet, the fixed monthly fee in the Commercial Terms. The Partner agrees that this is a genuine and reasonable estimate of our loss, including set-up work, hosting commitments and lost Fees, and is not a penalty. It is due within 7 days of our invoice.

8.5  Either party may end this Agreement immediately by written notice if the other party:

• (a)  commits a breach of this Agreement that cannot be fixed, or does not fix a breach within 14 days of receiving written notice of it; or
• (b)  becomes insolvent, enters administration, liquidation or bankruptcy, makes an arrangement with its creditors, or stops trading.

8.6  We may suspend a Partner Site, or end this Agreement immediately by written notice, if the Partner:

• (a)  fails to pay under clause 7.8;
• (b)  uses the Platform for anything unlawful, or runs its business in breach of the law, including food safety law;
• (c)  loses its food business registration or a licence it needs;
• (d)  does anything that harms or is likely to harm our systems, our security, other Partners, Customers, or our reputation or brand; or
• (e)  commits fraud or otherwise seriously misuses the Platform or a Payment Provider account.

8.7  If we end this Agreement during the Minimum Term under clause 8.5 or clause 8.6 because of the Partner's act or failure, the Early Termination Charge is also payable.

8.8  When this Agreement ends:

• (a)  the Partner Site is taken down and the Partner's access to the Platform ends;
• (b)  the Partner must pay all Fees due up to the end date, and any Early Termination Charge;
• (c)  for 30 days after the end date the Partner may export its menu, photos and Customer Data in a common file format such as CSV, and we will help on request;
• (d)  we will delete the Partner Content and Customer Data within 90 days after the end date, unless the law requires us to keep any of it, and backups are deleted in the normal backup cycle;
• (e)  Our Design remains ours and the Partner's licence to it ends; and
• (f)  domain names are dealt with under clause 6.

8.9  Clauses that are meant to continue after this Agreement ends, including those about Fees owed, ownership, data protection, confidentiality, liability and governing law, continue to apply.

9. DATA PROTECTION

9.1  For Customer Data the Partner is the controller and we are the processor. Each of us will comply with Data Protection Law.

9.2  The processing is the provision of the Platform and Partner Site. It lasts for the term of this Agreement and the period in clause 8.8. It involves hosting, storing, transmitting and displaying Customer Data. The Customer Data covers Customers' names, contact details, delivery addresses, order and reservation details, notes they add to orders, payment references (not full card numbers), device and usage data, and, where a Customer signs in with a Social Login Provider, the name, email address and account identifier that provider gives us. The people concerned are the Customers.

9.3  We will:

• (a)  process Customer Data only on the Partner's documented instructions, which are this Agreement and the Partner's use of the Platform, unless the law requires otherwise, in which case we will tell the Partner first where we are allowed to;
• (b)  make sure that everyone who processes Customer Data for us is bound by confidentiality;
• (c)  keep appropriate technical and organisational security measures in place;
• (d)  use sub-processors only under clause 9.4;
• (e)  give the Partner reasonable help in responding to requests from Customers exercising their rights, and with security, breach notification and impact assessments;
• (f)  tell the Partner without undue delay after we become aware of a personal data breach affecting Customer Data;
• (g)  delete or return Customer Data under clause 8.8;
• (h)  give the Partner the information it reasonably needs to show that we comply with this clause, and allow a reasonable audit on 30 days' notice, no more than once a year; and
• (i)  not use Customer Data for our own purposes, including marketing, and not sell it.

9.4  The Partner authorises us to use Cloudflare, Google (for Maps and Analytics) and Postcodes.io as sub-processors, and to use Google, Facebook, Microsoft and Apple as sub-processors for Social Login where the Partner Site offers it. Payment Providers such as Stripe and Mollie act under their own terms with the Partner. We will give the Partner 14 days' notice before adding or replacing a sub-processor. If the Partner reasonably objects on data protection grounds it may end this Agreement by written notice within that time, and the Early Termination Charge will not apply. We remain responsible for our sub-processors as Data Protection Law requires.

9.5  We will only transfer Customer Data outside the UK with the safeguards that Data Protection Law requires.

9.6  The Partner is responsible for having a lawful basis for its use of Customer Data, giving Customers a privacy notice that covers Social Login where the Partner Site offers it, providing cookie information and getting any cookie consent needed (including for Google Analytics), getting marketing consent, responding to Customers' requests, and registering with the Information Commissioner's Office and paying the data protection fee where required. We publish our own explanation of Social Login and how to request deletion of the data it involves at bhandaritech.com/data-deletion, which the Partner may link to or adapt for its own notice.

9.7  We are the controller of the Partner's own business contact details, which we use to run the Partner's account and to bill the Partner. We handle them under the privacy policy on our website.

10. CONFIDENTIALITY

10.1  Each party must keep the other's confidential information secret, use it only for this Agreement, and not disclose it except to its staff or advisers who need to know it, or where the law requires. Confidential information means non-public information about a party's business, pricing or technology.

10.2  This does not apply to information that becomes public other than through a breach of this clause, or that the receiving party already knew or developed independently.

11. LIABILITY

11.1  Nothing in this Agreement limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law.

11.2  We provide the Platform on a best efforts basis and "as is". We do not promise that it will meet the Partner's needs, that it will be uninterrupted or free from errors, or that a Partner Site will produce any level of sales. All terms implied by law are excluded as far as the law allows.

11.3  Subject to clause 11.1, we are not liable to the Partner, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:

• (a)  loss of sales, revenue, profit, business, contracts, anticipated savings or goodwill;
• (b)  loss or corruption of data;
• (c)  any outage, downtime, delay or interruption of the Platform or a Partner Site, including one caused by a third-party service;
• (d)  any indirect or consequential loss; or
• (e)  any loss caused by the Partner's own acts or failures, its food, allergens, orders, delivery or Partner Content.

11.4  Subject to clause 11.1, our total liability to the Partner for all claims arising from or in connection with this Agreement is limited to the total Fees the Partner paid us in the 3 months before the event that gave rise to the claim.

11.5  The Partner must protect us ("indemnify") against all claims, losses, costs and expenses, including reasonable legal fees, that we suffer from claims made by Customers, regulators or other third parties and arising from the Partner's food, allergens, hygiene, orders, delivery, drivers, Partner Content, breach of the law or breach of this Agreement.

11.6  The limits in this clause do not limit the Partner's duty to pay Fees or its duty under clause 11.5.

11.7  The Partner agrees that the limits in this clause are reasonable given the Fees we charge and that it is able to insure against the losses excluded.

11.8  Neither party is liable for delay or failure caused by events beyond its reasonable control, including failure of third-party services such as Payment Providers, Cloudflare, Google or hosting providers, internet or power outages, and cyber attacks. This does not excuse the Partner from paying Fees.

12. GENERAL

12.1  This Agreement is the whole agreement between us about its subject. It replaces anything said or written before, and the Partner has not relied on any statement that is not in it.

12.2  We may update these terms by giving 30 days' written notice, by email or through the Platform. If a change makes things materially worse for the Partner, the Partner may end this Agreement by written notice within that time and the Early Termination Charge will not apply. Otherwise the updated terms apply once the notice period ends. Changes to the Commercial Terms need the written agreement of both parties, and an email is enough.

12.3  Notices must be in writing. Notices by email go to the email address each party has on record, and to [email protected] for us. They are treated as received on the next Working Day after they are sent. Notices by post go to the address on record, and to 11 Thynne St, West Bromwich, B70 6PH for us. They are treated as received 2 Working Days after the date of delivery.

12.4  We may transfer this Agreement or use subcontractors. The Partner may not transfer this Agreement without our written consent.

12.5  The parties are independent. Nothing in this Agreement makes them partners, agents or employer and employee.

12.6  If any part of this Agreement is found to be invalid, the rest continues. If we do not enforce a right straight away, we have not given it up.

12.7  Nobody who is not a party to this Agreement has any right to enforce it under the Contracts (Rights of Third Parties) Act 1999.

12.8  This Agreement and any dispute arising from it are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.