The Platform is owned by Menulab Limited and these terms and conditions explain our obligations as a service provider and your obligations as a Venue.
We may change these Terms of Service at any time by notifying you, and your continued use of the Platform following such an update will represent an agreement by you to be bound by the Terms of Service as amended.
In these Terms of Service, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms of Service.
Please read these terms and conditions carefully and if you do not agree to these Terms of Service, you must not continue to use the Platform.
1. ACCESS TO PLATFORM AND TERM
1.1. Menulab grants to the Venue a non-exclusive, non-transferable, non-sublicensable licence to use and access the Platform during the Term on the terms of these Terms of Service.
1.2. In exchange for Menulab granting the Licence to the Venue, the Venue agrees to pay its subscription plan on the terms of these Terms of Service.
1.3. Upon expiration of the Term (or a Further Term, as the case may be), these Terms of Service will automatically renew for subsequent Further Terms, unless either Party provides at least notice in writing in the Renewal Notice Period before the expiry of the then current Term that it does not wish for the Term to be renewed.
1.4. If these Terms of Service is terminated for any reason, then the licence to the Platform and Menulab’s provision of Support Services to the Venue will terminate.
3. USE OF PLATFORM
3.1. The Venue must not:
(a) use the Platform in any way that could damage the reputation of Menulab or the goodwill or other rights associated with the Platform;
(b) permit any third party to use the Platform other than a customer of the Venue through the Customer Portal;
(c) except as expressly permitted by these Terms of Service:
(i) reproduce, make error corrections to or modify or adapt the Platform or create any derivative works based upon the Platform;
(ii) de-compile, disassemble or otherwise reverse engineer the Platform or directly or indirectly allow, cause or permit any third party to do so; or
(iii) modify, remove or whitewash any copyright or proprietary notices on the Platform.
3.2. The Venue must not knowingly access, store, distribute or transmit any Viruses, or any material during its use of the Platform that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or discriminatory;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) causes damage or injury to any person or property; and Menulab reserves the right, without liability to the Venue, to disable access to or remove any material published on the Platform that breaches the provisions of this clause.
3.3. The licence granted under these Terms of Service is granted to the Venue only and is granted to any subsidiary or holding company of the Venue.
4. SUPPORT SERVICES
4.1. The Venue requests and Menulab agrees to provide the Support Services, which includes resolving access issues with the Platform and updating any Venue related information on the Platform that the Venue does not have access to.
4.2. Menulab will use commercially reasonable endeavours to make the Support Services available to the Venue.
4.3. The Venue will give Menulab such reasonable assistance as Menulab considers necessary to ensure that it can provide the Support Services.
4.4. The Venue will ensure that Menulab is granted all reasonable access, including necessary security clearances, for the purposes of providing the Support Services
5. PAYMENT PROCESSING
5.1. The Venue will provide Menulab with its payment information such as price lists, billing details and other account information, to allow the processing of payments for products that the Venue provides to its customers through the use of the Platform.
5.2. All financial transactions that are made through the Platform between the Venue and the Venue’s customers will be processed by a third party payment processer.
5.3. Menulab will provide the Venue’s Financial Information to the third party provider, or may require that the Venue provides its Financial Information to the third party payment processer directly.
5.4. Menulab shall not authorise any third party payment processer to use the Venue’s Financial Information in any way other than to process payments.
5.5. Menulab shall not be liable for any losses of the Venue arising out of or in relation to the processing of payment through the Platform, but will liaise with the third party payment processer to facilitate a resolution of any issues regarding payment that arise in respect of the Venue.
5.6. The Venue appoints Menulab as its agent for the purposes of accepting payment from its customers who use the Website to place orders for products with the Venue.
5.7. The Venue acknowledges and agrees that Customer Payments accepted by Menulab shall be deemed to have been made by the Customer to the Venue.
5.8. Menulab shall remit the Customer Payments (less the Fees and any costs for which the Venue is responsible under these Terms of Service), to the Venue on each Remittance Date.
5.9. The Venue shall be responsible for all costs related to reimbursement to the Venue’s customers in the event that its customers requests a refund, and shall deduct such costs from the remittance of Customer Payments to the Venue.
6. HOSTING AND INTEGRATION
6.1 The Platform will be hosted on a cloud server operated by a third party.
6.2 The Venue acknowledges and agrees that Menulab will not at any time host the Platform, and accordingly Menulab will not be liable for any losses occasioned by the Venue arising out of or in relation to the hosting of the Platform.
6.3 Menulab will notify the Venue of:
(a) any violations of the Privacy Act, or violations of the terms of these Terms of Service that is becomes aware of;
(b) any request, claim, order, authority report made by any government or statutory authority in respect of the Platform or the data generated by the Platform; and
(c) the details of the third party hosting of the Platform upon the Venue’s request (unless this information is confidential).
7. VENUES OBLIGATIONS
7.1 The Venue will:
(c) provide Menulab with all necessary co-operation in relation to these Terms of Service;
(d) comply with all applicable laws and regulations with respect to its activities under these Terms of Service;
(e) carry out its obligations in a timely and efficient manner;
(f) ensure it uses the Platform in accordance with the terms and conditions of these Terms of Service;
(g) manage fulfilment of orders;
(h) be responsible for customer service relating to order and delivery quality;
(i) obtain and shall maintain all necessary hardware and third party software licences necessary for the Venue to be able to access the Platform; and
(j) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Platform, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Venue's network connections or telecommunications links.
8. DEFECTS IN THE PLATFORM
8.1 If the Venue believes there is a defect in the Platform and that the Platform does not comply with or cannot be used by the Venue’s customers, the Venue will notify Menulab of the perceived defect.
8.2 Menulab will investigate the perceived defect and if Menulab considers that there is a defect then Menulab will rectify the defect as soon as possible, unless the defect is because of a failure on the part of the Venue’s computer systems, servers or hardware or third party network or telecommunications links.
8.3 The Venue releases Menulab from any Loss suffered by the Venue as a result of any defect of the Platform, provided that Menulab complies with its obligations contained in clause 8.2.
8.4 The Venue agrees that Menulab will not be liable for any Loss suffered by the Venue arising out of or in relation to any defect caused or contributed to by the Venue or other third party, including the failure of the Venue or its customers to use the Platform in accordance with specifications or the instructions or directions issued by Menulab from time to time.
9. SERVICE FEES
9.1 The Venue agrees to pay the Fees without deduction or set off as follows:
(b) The Venue's subscription Fee will be paid in accordance with the Payment Method.
9.3 If the Venue has not paid an invoice in full by the due date:
(b) Menulab can suspend the Venue’s access to the Platform and the provision of the Services until any unpaid amount is received in full by Menulab.
10. REPRESENTATIONS AND WARRANTIES
10.1 Each party hereby represents and warrants to the other that:
(a) it has the right to deal with the Intellectual Property Rights and has the authority to grant its respective rights under these Terms of Service;
(b) it is a corporation duly organised, validly existing, and in good standing in the UK;
(c) the grant, execution, delivery, and performance of it obligations under these Terms of Service have been duly authorised by all necessary action;
(d) these Terms of Service is a legal, valid, and binding obligation.
10.2 Notwithstanding anything else in these Terms of Service, Menulab:
(a) does not warrant that the Venue's use of the Platform will be uninterrupted or error-free; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including cloud and internet services, and the Venue acknowledges that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 Nothing in these Terms of Service constitutes an assignment from Menulab to the Venue of any Intellectual Property Rights in connection with the Platform.
11.2 The Venue:
(a) acknowledges that Menulab holds all Intellectual Property Rights in the Platform;
(c) will not directly or indirectly do anything that would or might invalidate or put in dispute Menulab’s title in the Platform;
(d) cannot share login details to the Platform with any third party, unless permitted by the Platform and;
(e) will not copy, modify, reverse engineer, decompile or attempt to extract the source code of the Website and its associated functionality.
12. UPDATES AND NEW RELEASE
12.1 During the Term, Menulab may make updates or new releases of the Platform.
12.2 Where an update or new release is provided pursuant to this clause 12, these Terms of Service will continue to apply to the update or new releases.
13.1 To the full extent permitted by law, Menulab excludes all liability in respect of loss of data, interruption of business or any Loss, Consequential Loss and consequential or incidental damages.
13.2 To the full extent permitted by law, Menulab excludes all representations, warranties or terms (whether express or implied) other than those expressly set out in these Terms of Service.
13.3 To the fullest extent permitted by law, in no circumstances will Menulab be liable (whether before or after the expiry or termination of these Terms of Service) for special, indirect or Consequential Loss or damage as a result of a defect in the Platform or a breach by Menulab of these Terms of Service including, but not limited to, loss of profits or revenue, the costs arising from the loss of use of the Platform and the costs of any substitute software which the Venue acquires.
13.4 Menulab’s total aggregate liability for all claims relating to these Terms of Service is limited to the amount of the Service Fees paid by the Venue under these Terms of Service in the 12 months preceding the relevant claim.
13.5 To the extent possible under statute, Menulab limits its liability in respect of any claim to, at Menulab’s option:
(a) in the case of goods:
(i) the replacement of the goods or the supply of equivalent goods; or
(ii) the repair of the goods.
(b) in the case of services:
(i) the supply of the services again.
13.6 Menulab shall have no liability for any damage caused by errors or omissions in any information, instructions or material provided to Menulab by the Venue in connection with the Platform, or any actions taken by Menulab at the Venue's direction.
13.7 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms of Service.
13.8 To the extent, if any, that we act as a ‘service provider’, we shall be responsible for the security of cardholder data that we possess or otherwise store, process or transmit on the Venue’s behalf, or to the extent that we impact the security of the Venue’s cardholder data environment.
14.1 Either party may terminate these Terms of Service at any time by providing 30 days’ written notice to the other party.
14.2 Either party may terminate these Terms of Service immediately by notice in writing if:
(a) the other party is in breach of any term of these Terms of Service and such breach is not remedied within the Remedy Notice Period.
(b) the other party is in breach of a term of these Terms of Service and such breach is incapable of remedy;
(c) the other party for any reason destroys or disposes of or loses custody of the Platform (other than in accordance with the terms of these Terms of Service);
(d) the other party suffers an Insolvency Event.
15. CONSEQUENCES OF TERMINATION
15.1 If these Terms of Service is terminated or expires for any reason:
(a) the licences granted under these Terms of Service immediately terminate and the Venue can no longer use the Platform;
(b) Menulab shall cease providing the Services to the Venue; and
(c) the Venue must return to Menulab or delete all copies of the Platform any adaptations or versions of the Platform and any other media constituting or containing Menulab’s Intellectual Property Rights or any other thing provided to the Venue under these Terms of Service;
(d) all amounts owing by the Venue to Menulab will become immediately due and payable to Menulab without further notice and interest will accrue on this amount at the Interest Rate;
(e) the Venue must immediately pay all outstanding Fees;
(f) Menulab may retain all money paid in respect of these Terms of Service;
(a) termination will not affect the parties accrued rights and obligations prior to the date of termination.
16.1 Each party acknowledges that during the course of these Terms of Service they may convey to the other party confidential information concerning their business including confidential information concerning the Products, the Intellectual Property, business plans, strategies, proposals, marketing, suppliers, customers, product pricing, business processes and know-how. If any confidential information is received by a party, then that party agrees to keep it confidential and use it only for the purposes of relationship created by these Terms of Service.
16.2 This clause continues even after termination of these Terms of Service.
17. DATA PROTECTION
17.1 Menulab agrees to provide the Venue with the customer’s order details to the extent necessary for the Venue to manage and fulfil the customer’s order. To the extent that the Order Details contains any Personal Data of the customer, the parties acknowledge and agree that:
(a) The Venue shall not access or use such Personal Data other than as necessary for the Purpose;
(b) each party is regarded as an independent data controller for the purposes of the Data Protection Legislation; and
(c) each party shall comply with the Data Protection Legislation at all times in its capacity as a data controller and shall, upon request, provide reasonable assistance to the other party in the event that a customer exercises its rights under the Data Protection Legislation, or a query or investigation is commenced by a Data Protection Authority
18.1 Menulab’s right to payments under these Terms of Service is subject to a valid Tax Invoice being delivered to the Venue in respect of such payments.
19.1 The Venue can’t assign any right under these Terms of Service without the prior written consent of Menulab.
19.2 Menulab can assign any right under these Terms of Service without needing the Venue’s consent.
20. ENTIRE AGREEMENT AND VARIATION
20.1 These Terms of Service is the entire agreement and supersedes and cancels all prior agreements and negotiations.
20.2 These Terms of Service may only be altered in writing signed by all parties.
21.1 Any waiver of a breach of these Terms of Service needs to be in writing signed by the party granting the waiver.
23.1 A notice to be given by a party to another party under these Terms of Service shall be in writing, be left at or sent by registered post to a party’s address or any email address nominated by the parties from time to time and be in the English language.
23.2 A notice shall be regarded as being given by the sender and received by the addressee, if by post two (2) Business Days from posting by ordinary post and if by email, at the time the email is sent.
23.3 For the purpose of this clause 22, a party’s address for service shall be the ordinary addresses the parties use to communicate with each other.
24.1 The parties agree that all the provisions of these Terms of Service are reasonable in all the circumstances and that each provision is and shall be deemed to be severable and independent.
24.2 The parties agree that if part or all of any one or more provisions are judged invalid or unenforceable in all the circumstances, that portion shall be deemed to be deleted and shall not affect the validity or enforceability of the remaining provisions.