Venue / Client Terms and Conditions

1. Background

1.1 This Agreement governs provision of electronic point of sale (EPOS), hospitality operations management software (Dashboard), and digital ordering solutions (Mobile Ordering) by Dines App Ltd to a person or company (Partner).

1.2 The Dines platform consists of a suite of tools including the Dines website, online web portal Dashboard, web-based ordering interface (Web App), and iOS App for Partners to use on-premises for order management and card terminal transactions via EPOS or self-service ordering mode (Kiosk). These systems comprise the “Dines Platform”.

1.3 The Partner is a food and beverage/hospitality services provider (pub, restaurant, café, food stall, market trader, food hall, theatre, etc.) or event, festival, venue, or market trader selling merchandise or retail goods, and wishes to use Dines as the core means to accept payments for goods and services sold on-premises, manage transactions, and operate their hospitality or retail trading operations. Optionally, the Partner may enable accepting orders and payments via Web App for Mobile Ordering, for on-site consumption or collection.

1.4 The Partner must register with Dines to receive access to the Dines Platform. Use is conditional on successful registration and acceptance by Dines. By registering and utilising the Dines Platform, the Partner confirms they have read, understood, and agreed to be bound by this Agreement.

1.5 Use of the Dines Platform for managing hospitality operations via Dashboard, using EPOS/Kiosk for in-person transactions, or accepting Mobile Ordering orders, is governed by this Agreement.

2. The Mobile Ordering Listings

2.1 The Dines Platform provides ability for the Partner to display information about their Venue, including name, contact information, location data, opening hours, cuisine types, descriptions, and both Account and Product Images (a “Listing”), for Mobile Ordering purposes. Partners may alter and maintain a Listing using the Dashboard, and Listings will be discoverable by Dines Users using the Web App.

2.2 Dines has the sole right to determine whether and where a Listing for Mobile Ordering will be displayed on the Web App, and makes no representations regarding the rank, prominence, or location of any Listing within the Web App. Dines Users are provided freedom to apply filters and sort Listings according to their individual preferences.

3. The Partner's Inventory

3.1 In order for the Partner's on-site Staff or customers, via EPOS or Kiosk, to browse, select, order and process payments for food, drink, or other products (Items), and/or allow Dines Users via Mobile Ordering to do the same via a Partner's listing on the Dines Platform, these Items must be added to the Dines Platform by the Partner via the Dashboard in their Inventory (Inventory).

3.2 It is the sole responsibility of the Partner to ensure the Items within their Inventory are correctly labelled, priced, and display accurate descriptions of the Items for Dines Users to explore and select from. Dines takes no responsibility for any loss of income or confusion caused for inaccurately listed Items within any Partner's Inventory.

3.3 Upon request, and with or without consideration for a pre-agreed sum, Dines Employees may assist and upload a Partner's Inventory, at which point responsibility for ensuring the accuracy of the Inventory remains with the Partner, as per clause 3.2.

3.4 The Partner must notify Dines in writing of any errors in the upload, and failing any indication of errors by the Partner, the Items in the Inventory will be deemed to be 100% accurate at the point of upload by Dines Employees, with all responsibility for the accuracy for the Inventory being borne by the Partner going forward as per clause 3.2.

3.5 All Items within the Inventory must strictly adhere to the content standard guidelines set out in clause 7 below.

4. User Payments

4.1 The Dines Platform can be used by a Partner to accept orders and payments (with the ability to also refund said payments) for Items sold to Dines Users in the day to day operation of the Partner Venue's business (a “Transaction”).

4.2 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.

4.3 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.

4.4 “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, due to the User disputing the authenticity of the Transaction. 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. Should the Chargeback be maintained by the issuing bank, despite best efforts to challenge the Chargeback, the Partner may be subject to fees for this Chargeback, upto the total value of the disputed Transaction, plus an Administration Fee of £15.

4.5 Offline Payments (Offline Payments) refer to transactions initiated when the Dines Platform is offline or unable to connect to the internet. Offline Payments can be enabled, on a per device basis, by the Partner, and the Partner is not required to offer Offline Payments. In the event of Offline Payments being utilised, the Partner acknowledges and agrees to the following:

4.5.1 Risk of Transaction Failure: The Partner understands that Offline Payments bear the risk of transaction failure when synchronised with bank servers upon the return of internet connectivity. This includes, but is not limited to, the risk of there being insufficient funds in the payee's card.

4.5.2 Responsibility: The Partner agrees that all risks associated with Offline Payments, including the risk of non-payment or chargebacks, are borne solely by the Partner. Dines will not be liable for any loss, damage, or inconvenience caused due to failed Offline Payments.

4.5.3 Compliance with Payment Provider Terms: The Partner must ensure that all Offline Payments comply with the terms and conditions set by payment gateway service providers, as outlined in section 4.2.

4.5.4 Dispute Resolution: In the case of any disputes arising from Offline Payments, the Partner will provide necessary assistance and information as required by Dines for resolution, in accordance with the procedures outlined for Chargebacks in section 4.4.

By continuing to use the Dines Platform and its services, the Partner agrees to these terms regarding Offline Payments.

5. Imagery and Photography

5.1 Partners, via the Dashboard, may display Images on Items sold or their service/venue/brand/logo, to be used throughout the Dines Platform.

5.2 The Partner is responsible for ensuring that the Partner's service/venue/brand/logo and/or their Items are accurately represented in the photographs displayed on the EPOS, the Kiosk, and/or the Web App. The Partner agrees to 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/venue/brand/logo, if they stop providing Item(s).

5.3 The Partner acknowledges and agrees that Dines may use any images or photographs uploaded to the Dashboard by the Partner solely for the purposes of operating, displaying and promoting the Partner's Venue and offerings on the Dines Platform and related services.

5.4 The Partner warrants that any images or photographs uploaded to the Dashboard are the Partner's own original content or are properly licensed to the Partner with sufficient rights to permit their use on the Dines Platform. The Partner further warrants that such content does not infringe any third party's intellectual property or proprietary rights. Where Dines has not created or taken the relevant images or photographs, Dines shall not use such images or photographs for advertising, marketing or other promotional purposes outside of the Dines Platform without the Partner's prior written consent. If a third party owns rights in any imagery or content uploaded by the Partner, the Partner is responsible for obtaining any necessary permissions prior to uploading such content.

5.5 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 business purposes.

5.6 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 and Data

6.1 In order to utilise the Dines Platform, create and manage a Listing (for the purposes of Mobile Ordering only), 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).

6.2 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.

6.3 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.

6.4 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.

6.5 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 support@dines.co.uk.

6.6 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.

6.7 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.

6.8 Organisations hosting events, festivals, food courts, or other activities (Event Organiser) may employ services from Dines as Clients to oversee and manage their event payment devices, for a fee (detailed in Clause 8 below). When the Partner, as a user of the Dines Platform, participates in events where such a Dines Client, i.e. the Event Organiser, has mandated the use of Dines' services as a requirement for participation, the Event Organiser will be granted access to relevant data generated through your use of our services. This data access is exclusive to events where we have an established partnership with the Event Organiser and is intended for purposes such as event management, accounting, and post-event analysis. For events where the Event Organiser does not mandate the use of Dines' services, your Account Data remains confidential.

6.9 The sharing of data with Event Organisers under partnership conditions adheres to strict confidentiality and data protection standards, in line with our Privacy Policy and applicable legal requirements.

6.10 In instances where an Event Organiser, in partnership with Dines, imposes specific financial requirements, as per the contractual agreements between the Partner and the Event Organiser, then deductions may be made from the Partner's payouts for sales processed through the use of the Dines Platform. These deductions, which may include but are not limited to: participation fees; commission for sales; and/or charges for additional services, will be explicitly communicated to you prior to the event in writing by the Event Organiser, and any matters to be discussed in relation to these contractual deductions are to be carried out directly between the Partner and the Event Organiser. For the avoidance of doubt, the Partner's participation in said event indicates agreement to the terms.

6.11 Should disputes arise in relation to data sharing or financial adjustments with Event Organisers where the use of the Dines Platform is mandated on the Partner, then direct communication with the Event Organiser is required in the pursuit of dispute resolution. Dines serves solely as a software provider to help facilitate the pre-agreed contractual terms relating to deductions between the Event Organiser and the Partner, and therefore holds no liability or responsibility towards resolving disputes on this matter.

6.12 Both Dines and the Partner agree to comply with all applicable data protection laws and regulations, including but not limited to the UK General Data Protection Regulation (“UK GDPR”), the Data Protection Act 2018, and any other data protection legislation applicable in the UK. The Partner warrants that any data shared with Dines, including personal data of customers or staff, has been collected and provided in compliance with such laws. Dines will process and store personal data in accordance with its Privacy Policy and only for the purposes outlined in this Agreement.

7. Content Standard

7.1 The content of a Partner's Listing, Items, images and photography on the Dines Platform, or any promotional materials that link to Dines or the Dines Platform in any way, will not:

7.1.1 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;

7.1.2 promote under-age or excessive consumption of alcohol;

7.1.3 be false, misleading, defamatory or threatening;

7.1.4 contain anything that is offensive, illegal, sexually explicit or obscene;

7.1.5 infringe any copyright, trademark, database right, patent, trade secret or other proprietary right of any third party; or

7.1.6 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.

7.2 Dines reserves the right to remove all or part of any Listing used for Mobile Ordering if it believes that it is not in accordance with clause 7.1.

8. Charges

8.1 A Dines Partner will be charged for Services delivered by Dines, including but not limited to usage of the Dines EPOS to process payments, Mobile Ordering payments, and general usage of the Dines Platform. Dines will retain a portion of the Dines User's payment as a payment processing commission fee (Commission), and the Commission rate for card processing (which varies by card type and payment method) is displayed on the Dines Website Pricing page for all Dines Partners, unless otherwise agreed in writing with Dines for custom pricing deals. Dines may also retain additional Software Services Fees (Software Fees), for particular modules and services within the Dashboard that the Partner may opt into, such as the Dines Stock Module, unless otherwise agreed in writing with Dines for custom pricing deals.

8.2 Dines reserves the right to amend the Commission rate at any time by providing all actively trading Partners (i.e. those who have processed a payment with Dines within the last 12 months) with no less than one (1) week's notice. Continued use of the Dines Platform is deemed as acceptance of the amended pricing, for both active Partners and passive Partners (i.e. those who have not processed a payment with Dines within the last 12 months).

8.3 An Event Organiser may be charged for the services provided (collectively “Platform Fees”) for setting up, managing, and facilitating the payment solutions for their Event where Dines is mandated for use by Partners, which includes but is not limited to the Dines Platform handing Automated Revenue Split services and payment deductions as detailed in Clause 6.10.

8.4 Any additional Services provided by Dines to Event Organisers deemed outside of the scope of the Automated Revenue Split services will be chargeable as required.

8.5 All charges within the Plan for Commissions, Software Fees, or Platform Fees, 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

9.1 Partners can contact Dines for support enquiries and assistance with any elements of the Dines Platform through contacting Dines on 0203 858 8777, via Live Chat, via WhatsApp, or via emailing Dines Support on support@dines.co.uk.

9.2 Dines shall make reasonable efforts to ensure all support enquiries are responded to within 24 hours.

9.3 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

10.1 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 used for Mobile Ordering or otherwise provide to Dines.

10.2 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 used for Mobile Ordering, including on the Website, the App, the Web App, and on any advertising and promotional materials in any media.

10.3 Dines acknowledges the Partner's right, title, and interest in and to the information provided in a Listing used for Mobile Ordering. The Partner reserves any rights in and to content not expressly granted in this Agreement.

10.4 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.

10.5 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

11.1 Both parties to this Agreement warrant and represent to the other party that they have the full power and authority to enter into this Agreement, and they have obtained and shall maintain all necessary licences, authorisations, approvals, and consents needed to enter into and perform their obligations set out in this Agreement.

11.2 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.

12. Indemnity

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

13.1 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.

13.2 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:

13.2.1 Dines makes no representations or warranties, express or implied, with respect to the Partner's ability, fitness for a particular purpose or non-infringement;

13.2.2 Dines does not warrant or guarantee that Partner will achieve any level of sales, revenue or profit;

13.2.3 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.

13.3 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.

13.4 Without prejudice to clause 13.3:

13.4.1 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

13.4.2 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.

14. Disclaimer

14.1 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.

14.2 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.

14.3 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay results from events beyond that party's reasonable control, including but not limited to acts of God, natural disasters, epidemic or pandemic, war, terrorism, government action, labour disputes, Internet service provider failures, cyberattacks, or power outages (“Force Majeure Events”). If a Force Majeure Event continues for more than thirty (30) days, either party may terminate this Agreement with immediate effect by written notice.

15. Termination

15.1 This Agreement will remain in effect until terminated by the Partner by not less than seven (7) days' notice in writing to Dines.

15.2 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.