Partner Agreement for use of the Dines Platform
Last Updated on: 1 June 2020
This Agreement (“Agreement”) governs the supply of services by Dines App Ltd (“Dines”) to a person or company (“Partner”).
The Dines website, online web portal (“Dashboard”), mobile application for iOS and Android devices (the “App”), web-browser app (“Web App”), and other services are hereinafter collectively referred to as the “Dines Platform”.
The Partner is a food and drinks service provider (e.g. pub, restaurant, café, food stall, market trader, etc) and wishes to list their business (“Venue”) on Dines Platform and accept payments made by users of the App and/or the Web App (“Dines Users”) to pay for food and drinks purchased at the Partner’s Venue (together, the Dines “Service(s)”).
The Partner is required to register with Dines to be able to receive the Service. The Partner may not receive the Service (including accepting payments) until it has been so authorised by Dines. By registering with Dines and then utilising the Dines Platform and Services, the Partner agrees that it has read and understood this Agreement.
Participation as a Partner on the Dines Platform in receipt of Services is subject to this Agreement.
2. The Dines Platform and Service
The Dines Platform provides the ability for the Partner to display information about their Venue, including name, contact information, location data, opening hours, cuisine types, Google Places ratings, descriptions, and images (a “Listing”). Partners are able to alter and maintain a Listing of their Venue using the Dashboard, and said Listings will be discoverable by Dines Users using the App or Web App.
Dines has the sole right to determine whether and where a Listing will be displayed on the App and Web App, and makes no representations regarding the rank, prominence, or location of any Listing within the App or Web App. Dines Users are provided freedom to apply filters and sort the Listings according to their individual preferences.
Dines may change, suspend or discontinue the Dines Platform or Services at any time, including the availability of any particular element of the Service, certain features, or content. Dines will not be held liable to any Partner if for any reason the Service changes or is unavailable at any time or for any period.
3. Dines Deals
In order for a discount offer to be visible on a Partner Venue's Listing, the Partner must offer a discount on items purchased by Dines Users as a percentage ranging between 10% off the full price cost to 50% off the full price cost, in increments of 5 percent, for a given period of time in half hour increments (a “Dines Deal”).
The Partner has full control over whether or not to offer a Dines Deal, and is under no obligation to use a Dines Deal.
The Partner is not required to offer a User the benefit of a listed Dines Deal in conjunction with any other deal or promotional offer that may already be in place for customers at their Venue at any given time (such as a pre-theatre meal offer, set-menus, promotional offers made available through other parties, etc.).
Partners are required to, as a minimum, offer Dines Users the benefit of a listed Dines Deal on eligible items they purchase at the Partner’s Venue. It is the Partner’s responsibility to ensure any exclusions are made clear to Dines Users.
4. User Payments
In consideration for the payment of Commission as set out in clause 8, the Dines Platform can be used by a Partner to accept payments (and refund said payments) for food and drinks sold to Dines Users in the day to day operation of the Partner Venue’s business (a “Transaction”).
The Dines Platform processes Transactions through the third party, fully PCI DSS compliant payment gateway service provider, Stripe (Stripe Payments Europe Ltd, https://www.stripe.com/gb). In utilising the Dines Platform and Services, the Partner agrees to the terms and conditions set out by Stripe for their Connected Accounts service (https://stripe.com/gb/connect-account/legal). The payment gateway service provider may change from time to time, and the Partner agrees to adhere to the relevant terms and conditions, as set by any payment gateway service provider, should the provider change at a future date.
The Partner shall not, or knowingly allow others to, reverse engineer, decompile, disassemble, modify, adapt, create derivative works from or otherwise attempt to derive source code from any element of the Dines Platform and the payment system.
“Chargebacks” are defined as the return of funds to a Dines User corresponding to a payment forcibly initiated by the issuing bank of the Dines Users’ payment card. If a Chargeback is initiated, the Partner will provide such information and assistance as is reasonably requested by Dines to process, administer, challenge or dispute Chargebacks.
Dines may offer Partners a service through which photographs of the Partner’s service offering and/or Venue will be taken by Dines to be used throughout the Dines Platform.
These photographs may then be made available by Dines to the Partner. The Partner is responsible for ensuring that the Partner’s service is accurately represented in the photographs displayed in listings on the Dines Platform, and will stop using any photograph(s) (provided by Dines or otherwise obtained) on the Dines Platform if they no longer accurately represent the Partner’s service, if they stop providing the photographed item(s), or if the Venue has meaningfully changed in appearance.
The Partner acknowledges and agrees that Dines shall have the right to use any photographs taken by Dines in advertising, marketing and/or any other business purposes in any media or platform, whether in relation to the Partner’s Venue or otherwise, without further notice or compensation to the Partner.
Where Dines is not the exclusive owner of photographs/images, by using such images on or through the Dines Platform, the Partner grants Dines an exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable licence to use such photographs/images for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to their Venue or otherwise, without further notice or compensation to the Partner.
Dines in turn grants the Partner a limited, non-exclusive, non-sublicensable, revocable, non-transferable licence to use photographs taken of the Partner’s service offering and/or Venue outside of the Dines Platform for both the Partner’s personal and commercial use. When used for commercial purposes in any capacity, the Partner must accredit Dines using either the Dines logo, making reference to ‘Dines’, the Dines social media accounts (with handle ‘@dinesapp’), or by displaying ‘dines.co.uk’ on the image.
The licences permitted in clause 5.4 and clause 5.5 will be terminated immediately should this Agreement be terminated or suspended for any reason.
6. Account Management
In order to utilise the Dines Platform, create and manage a Listing, and use the Services, a Partner is required to provide Dines with information as requested in order to create an account for the Partner’s chosen Venue (“Account”).
The Partner acknowledges and agrees that the individual who registers their Account with Dines has the authority to bind the Partner to this Agreement on the Partner’s behalf.
The Partner is responsible for ensuring that any information provided to Dines about their Venues, Dines Deals, services, products, banking information or otherwise, is accurate and up to date at all times.
The Partner is responsible for all activities that occur on their Account (including the actions of their agents, employees, and representatives), whether or not the Partner authorised such activities.
The Partner is responsible for ensuring that all usernames and passwords for the Account, and other account information, are kept confidential and secure, and that Dines is notified in writing if they have any security concerns as soon as possible via firstname.lastname@example.org.
The Partner agrees that Dines will not be held liable or responsible for the failure to store, or unintentional deletion, of any content uploaded to the Dines Platform.
The Partner agrees to ensure that all Servers granted permission to utilise the Services are adequately trained, be they current Servers or individuals later elected as Servers, as reasonably required by Dines from time to time.
The Partner agrees to display all promotional materials provided by Dines in relation to the Service in a position which is no less prominent than any other promotional materials relating to other deals that customers may be offered, or other payment solutions currently displayed at the Partner Venue.
7. Content Standard
The content of a Partner’s Listing and presence on the Dines Platform, or any promotional materials that link to Dines or the Dines Platform in any way, will not:
breach applicable regulations relating to advertising and consumer rights including but not limited to the Consumer Protection from Unfair Trading Regulations 2008 or the British Code of Advertising, Sales, Promotion and Direct Marketing including, specifically, the provisions relating to the sale of alcohol;
promote under-age or excessive consumption of alcohol;
be false, misleading, defamatory or threatening;
contain anything that is offensive, illegal, sexually explicit or obscene;
infringe any copyright, trademark, database right, patent, trade secret or other proprietary right of any third party; or
contain any viruses or any other code, files or programs designed to damage, interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.
Dines reserves the right to remove all or part of any Listing if it believes that it is not in accordance with clause 7.1.
A Dines Partner will be charged for Services in accordance with the relevant pricing plan (“Plan”) for a given calendar month. The two available Plans are: the Starter Plan, where on successful completion of a Transaction, Dines will retain a portion of the Dines User’s payment as a commission fee (“Commission”), and the Commission rate is as agreed upon registering with Dines, and the Growth Plan, where a similar Commission is charged on a successful completion of a Transaction, alongside a monthly fee (“Monthly Fee”) which will be charged up front on a monthly basis, as agreed upon registering with Dines.
Dines reserves the right to amend the Commission rate and/or the Monthly Fee at any time by providing the Partner one (1) months’ notice. The Partner can terminate this Agreement should they wish to upon receipt of said notice and in accordance with clause 15.
All charges are subject to VAT and therefore Dines will retain such additional amounts in respect of VAT as are chargeable on a supply of the Services at a given time.
9. Support and Assistance
Partners can contact Dines for support enquiries and assistance with any elements of the Dines Platform through contacting Dines on 0203 858 8777, via Lice Chat on the Website, or via emailing Dines Support on email@example.com.
Dines shall make reasonable efforts to ensure all support enquiries are responded to within 24 hours.
The Partner accepts that the Service may be temporarily unavailable at any time for required updates, maintenance, repair, or for any issues outside of the control of Dines. Dines will endeavour to contact the Partner during any times where the Service is unavailable and will give advanced warning for any scheduled maintenance work or repairs that will affect the day to day operation of the Dines Platform, wherever reasonably possible.
10. Intellectual Property
The Partner warrants that they are the owner or licensee of all trademarks, logos, trade names, text, images and other materials they upload to a Listing or otherwise provide to Dines.
The Partner grants Dines a worldwide, royalty-free, transferable, sub-licensable, irrevocable, right and licence to use, display, reproduce, compile, edit, and distribute any of the information provided through their Listing, including on the Website, the App, the Web App, and on any advertising and promotional materials in any media.
Dines acknowledges the Partner’s right, title, and interest in and to the information provided in a Listing. The Partner reserves any rights in and to content not expressly granted in this Agreement.
The Dines Platform and all trademarks, logos, trade names, text, images (subject to clause 5), and other materials used on or in connection with the Dines Platform (excluding information presented in a Listing), and all intellectual property rights to the same (“Dines Content”), are owned by Dines.
The Partner does not acquire any right to Dines Content, except as expressly permitted under this Agreement. Dines reserves any rights in and to Dines Content not expressly granted in this Agreement.
11. Warranties and Representations
Both parties to this Agreement warrants and represents to the other party that it has the full power and authority to enter into this Agreement, and it has obtained and shall maintain all necessary licences, authorisations, approvals, and consents needed to enter into and perform its obligations set out in this Agreement.
Each party to this Agreement warrants and represents that it shall comply with all applicable laws, rules and regulations, including applicable privacy and data protection laws.
The Partner shall indemnify and hold harmless Dines and its directors, shareholders, contractors, agents, and employees, from any and all damages, liabilities, costs, claims and expenses, including, without limitation, reasonable legal fees and costs, that may arise from the Partner’s participation as a Partner on the Dines Platform, or their breach of any of clauses in this Agreement.
13. Limitation of Liability
This clause 13 sets out the entire liability of the parties (including any liability for the acts or omissions of their respective employees, agents and subcontractors) to each other in respect of: any breach of this Agreement; any use made by the Partner or its Affiliates of the Services or any part of them; and any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement. In particular, and except as expressly stated in this Agreement:
Dines makes no representations or warranties, express or implied, with respect to the Partner’s ability, fitness for a particular purpose or non-infringement;
Dines does not warrant or guarantee that Partner will achieve any level of sales, revenue or profit;
Dines does not warrant or guarantee that the Dines Platform or Services will always be available or operate error-free, or that any errors, omissions or misplacements in the software will be corrected.
Nothing in this Agreement shall limit or exclude the liability of either party for death or personal injury resulting from negligence; fraud or fraudulent misrepresentation; the indemnification obligations set out in clause 12; or any other liability that cannot be excluded by Applicable Law.
Without prejudice to clause 13.3:
Dines’ total liability arising under or in connection with this Agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall be limited to an amount equal the aggregate Commission paid by the Partner in the six (6) months immediately prior to the date on which the cause of action for such liability arose; and
neither party shall be liable to the other, whether in contract, tort (including for negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise for any: losses that are not reasonably foreseeable; or loss of profit; or loss of goodwill or reputation; or loss of business; or loss of business opportunity; or loss of anticipated saving; or loss or corruption of data or information; or special, indirect or consequential damage or loss of any kind whatsoever, in each case that arises under or in connection with this Agreement.
Dines provides the Service on an “as is” and “as available” basis with all faults. The Partner agrees that their participation as a Partner on the Dines Platform is at their own risk.
To the maximum extent permitted by law, Dines disclaims any and all implied warranties and conditions that the Dines website and Dines Platform and the Services available through them are accurate, fit for a particular purpose, of satisfactory quality, or non-infringing.
This Agreement will remain in effect until terminated by the Partner by not less than seven (7) days’ notice in writing to Dines.
The Monthly Fee charged for the Growth Plan, as per Clause 8.1 above, is chargeable in advance of each calendar month. Should a Partner wish to terminate the agreement on a given month and is on the Growth Plan, any Monthly Fee already captured for the month in question shall be refunded, pro-rata, by the relevant amount after the 7 days notice has expired.
Dines may, in its sole discretion, suspend or terminate the Account and/or discontinue the Partner’s participation on the Dines Platform at any time. All decisions made by Dines in this matter will be final and the Partner agrees that Dines shall have no liability to them or anyone else with respect to such decisions. No Partner shall have any vested right or enforceable interest to participate on the Dines Platform.
The Partner agrees that Dines may update or modify this agreement, as appropriate or necessary, at any time. In the event that Dines modifies this agreement, Dines will send notice to all Partners using the email address provided for the representative managing the Account. A Partner’s continued participation on the Dines Platform will signify their acceptance of the amendments to this Agreement.
Although Dines refers to an individual or company as a Partner, nothing in this Agreement is intended or should be construed to create a joint venture, partnership, franchise, agency or similar legal arrangement between Dines and any Partner.
This Agreement constitutes the entire agreement between the parties regarding their subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud.
The Partner shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of their rights and obligations under this Agreement without our prior written consent.
In the event that the business and assets of Dines is acquired by a third party, Dines may transfer any or all of its rights and obligations under this Agreement to that third party. Dines may also transfer any or all of its rights and obligations under this Agreement in the event of a corporate group re-organisation to any member within its group of companies.
Dines may give general notices and specific notices via email to the Partner at the email address it has on file, and they agree to be bound thereby. The Partner may give notice to Dines by email to firstname.lastname@example.org, or otherwise by post, or any other next working day delivery service, or in person.
No failure or delay by a party to exercise any right or remedy provided under this Agreement by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal for any reason, the parties agree that only that part of the provision shall be stricken and that the remaining provisions of this Agreement shall remain in force.
No person other than a party to this Agreement and its permitted assignees shall have any right to enforce any of its clauses.
This Agreement and any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Dines and the Partner irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).