Flipdish Terms & Conditions


Welcome to Flipdish! By signing up to access, use or avail of the Services, you (referred to as the “Customer”, “you” or “your” which includes your employees, directors, agents and contractors) agree to these terms and conditions (the “Terms of Service”) in respect of your use of the Flipdish Platform and the Services.

These Terms of Service (as may be amended from time to time) together with the Client Agreement (referred to as the “Agreement”) constitute a binding legal agreement between Flipdish Limited, a company registered under the laws of Ireland with company number 555703 and a registered address at First Floor, Heron House, Corrig Road, Sandyford Business Park, Dublin 18, Ireland, D18 Y2X6 (“Flipdish”, “we”, “us” and “our”) and you for certain rights to use the Services.

Please read the Terms of Service carefully and if you do not agree to any of them, we will not be able to provide you with the Services and you must not sign up for the Services. By continuing to access or use the Services, you agree to these Terms of Service, including any amendments.

Translations of these Terms of Services may be made available in other languages as a courtesy however the English language version is the only binding version of the Terms of Service.

1. Subscription and Relationship

1.1. You may access and use the products and services offered by Flipdish including the Flipdish Platform (the “Services”) during the Term and in accordance with the terms of this Agreement.

1.2. This Agreement is a legal agreement solely between you and us. It does not intend to, nor shall it be deemed to, establish any partnership, joint venture, employment relationship or franchise relationship between you and us, nor constitute Flipdish as your agent. No one else can enforce the rights or benefits mentioned in the Agreement, and no party can claim to be a trustee of those rights for another person. You can only use the Services for your own business and should not use our Confidential Information to compete with our services. The Agreement does not restrict us from exercising similar rights or granting them to third parties.

1.3. You agree that we will be your exclusive provider of technological solutions similar or equivalent to any of the Services that you use. You are not restricted from using similar third-party offerings for components of the Services that you don’t currently use.

    2. Right of Use

    2.1. In consideration of you performing your obligations under the Agreement, Flipdish grants you and each Authorised Recipient a personal, non-exclusive, non-sub-licensable, non-transferable, royalty-free licence to use the Services in accordance with the Agreement and any other instructions, policies, procedures or documentation communicated by Flipdish to you and/or any Authorised Recipients by Flipdish.

    2.2. You are responsible for all activity and actions under your Flipdish account, whether by you, your employees, staff or third parties. You must safeguard your account credentials and notify us immediately of unauthorised access. If unauthorised access occurs, you must take all reasonable steps to secure your account and terminate access. You must cooperate with us to address unauthorised access issues. We are not liable for losses or damages from unauthorised account activity.

      3. Your Commitments and Obligations

      3.1. By using the Services, you represent and warrant that:

      (3.1.1.) you agree to the terms and conditions of the Agreement;

      (3.1.2.) you have the full power, authority, and have taken all necessary action to authorise the execution and delivery of this Agreement which constitutes legal, valid and binding obligations enforceable against you. If you do not have such authority on behalf of a legal entity, then you are personally responsible for the obligations in the Agreement;

      (3.1.3.) you have the full right to licence Intellectual Property Rights and any content you provide to us and you retain ownership of all content and data provided by you, such content does not infringe any third-party intellectual property and you authorise us to publish it without additional permissions or payments;

      (3.1.4.) you entering into and fulfilling the Agreement will not cause you to breach any other agreements, confidentiality obligations, non-disclosure agreements, or contractual arrangements with third parties;

      (3.1.5.) you will comply with all applicable laws relating to the performance of your obligations and the exercise of your rights under the Agreement;

      (3.1.6.) you will not, directly or indirectly, permit, enable or assist any third party to access the Services without our prior written approval;

      (3.1.7.) all information relating to you and your business that is visible to End-Users (including descriptions of your food products and allergen information) will be accurate and not in any way contrary to applicable laws;

      (3.1.8.) all pricing relating to food and other items that you make available for sale through the Services or provide to us for onboarding is transparent and inclusive of all applicable Taxes (where you are legally required to do so) and is otherwise displayed in accordance with all applicable laws including the sale of age-restricted products, alcohol or alcohol related products;

      (3.1.9.) you will conduct your business in a manner that will reflect favourably on our business, good name and reputation, you will maintain appropriate insurance and you will not participate in any illegal, misleading or unethical practices; and

      you will not use the Services to send, of your own accord, any unsolicited direct marketing including SMS, email or other electronic or written communications, other than in accordance with applicable laws.

        (3.2.) You agree to allow us to use your business name and logo in our marketing materials for promotional purposes. You will make commercially reasonable efforts to market the Services, utilise our marketing materials, and introduce it to existing and potential End-Users where applicable. This includes ensuring the Services are continuously available and as visible as any other order medium you offer. You acknowledge any breach of these marketing obligations is a material breach incapable of remedy.

        You agree to comply with all instructions from us in relation to the Services and to co-operate with any reasonable security or other checks or requests for information made by us. You agree that it is your responsibility to familiarise yourself and ensure any Authorised Recipients are familiar with all Services and product capabilities, including any updates.

        You accept sole legal responsibility and liability in respect of your website and its contents and the advertising and sale through the Services of food and other items made available for sale by your business and you acknowledge that we will not be liable whether in contract, in tort (including negligence), under statute or otherwise under or in connection with any claim, damage, loss, cost, expense or other liability suffered or incurred by any End-User or other third party in connection with food or other items purchased from, or advertised by, you through the Services.

        You will notify us within 3 working days of all complaints and claims made by End-Users and any other parties that relate to the Services but you must not direct any End-Users to us.

        (3.6.) Other than as agreed in writing, you will not, without our prior written consent, include any reference to the Flipdish name or any component of the Services on your website, any advertising or any commercial material.

        (3.7.) You agree that Flipdish may accept orders from End-Users on your behalf via the Services and collect payment from End-Users for such orders. Subject to an Unexpected Event as set out in Section 15, you will complete all orders received by you via the Services in a timely manner. If you believe that you will be unable to complete any orders received via the Services in a timely manner, you will provide us with as much advance notice as reasonably possible and adhere to any reasonable instructions from us.

        (3.8.) You acknowledge and agree that Flipdish may at any time modify or withdraw (either on a temporary or permanent basis) some or all of the Services. In the event that we withdraw the Services on a permanent basis, we may, without payment of any amount or penalty, terminate the Agreement immediately by written notice to you.

        (3.9.)Any failure by you to comply with any of the terms of the Agreement will constitute a breach of the Agreement by you and that we may as a result of any such breach, suspend or terminate your rights to use the Services without payment of any amounts or penalty.

        4. Fees and Payment

        4.1. Fees: You will pay us the fees and costs payable for the Services and any Hardware set out in the Client Agreement or applicable pricing page and any other fees that become payable (the “Fees”). All fees are non-refundable unless otherwise stated in the Agreement. If you order additional Services or products or upgrade the ones you are already receiving, any fee changes take effect immediately.

        4.2. Technology Set-Up: An initial set-up fee relating to activation and set-up will be chargeable for each initial provisioning of the Services. In certain circumstances, we may provide a terminal to you for the duration of the Services as part of such technology set up fees. We will retain legal ownership of any such terminals that we provide, and on termination, you may be required to return them to us. We reserve the right to charge a cancellation fee to cover administrative costs if you cancel any service activation processes that have been initiated.

        4.3. Taxes and Outlay: Fees do not include Taxes or outlay including domain name acquisition fees, mobile app developer account fees, SIM card fees, Hardware installation and cabling services or additional services. You must pay all applicable Taxes. If we are legally required to collect or pay Taxes for which you are responsible (including, for any Fees or charges previously invoiced), we will issue you an invoice and you must promptly pay that amount.

        4.4. Ancillary Services: We may agree to provide you with ancillary services from time to time and such services will be invoiced directly to you. Any such ancillary services, including managed marketing, will remain subject to these Terms of Service unless otherwise agreed to in writing by us.

        4.5. Payment Method and Set Off: In order to use the Services, you pay the Fees and any charges due and your account must at all times contain details for at least one active bank account or active debit or credit card (a “Payment Method”). You must maintain a valid Payment Method on file with sufficient funds and you are responsible for providing us with up to date and accurate Payment Method details. You authorise us to charge your Payment Method for the Fees and any other amounts due to us. If the Payment Method is declined or is unsuccessful and Fees or other amounts owing are due, we may suspend the Services at our discretion without any notice to you. You grant us a right of setoff and authorise us to deduct the Fees and any outstanding charges directly from any sales processed through the Services. You acknowledge that we may charge an administration fee for any failed payments. If the Fees and outstanding charges cannot be covered by sales processed within one month, you must make payment through alternative methods.

        4.6. Availability of Proceeds: we reserve the right to suspend payouts if your Payment Method is unsuccessful and Fees and charges are outstanding. We may defer payouts or limit access to your proceeds if an investigation or dispute related to your use of the Services or the Agreement is ongoing or to comply with laws, court orders or government requests.

        4.7. Chargebacks: we will use reasonable endeavours to help prevent Chargebacks. In the event of a Chargeback you agree to pay the cost of the Chargeback (including any associated fees) and we will refund you any fees charged on that specific order. You authorise us to deduct the cost of the Chargeback from your Payment Method and any sales processed by us.

        4.8. End-User Refund: you acknowledge and agree that we may, acting reasonably and at our discretion, refund (either in whole or in part) any payment made by an End-User for an order and you will cover the cost of any such refund.

        4.9. Disbursements: we will arrange for the transfer of the total amount of payment card sales processed by us during the relevant sales period, less commission, charges and fees payable to us and deductions as set out in the Agreement or as otherwise due.

        4.10. Variation: You acknowledge and agree that the Fees may be varied by us at any time (acting reasonably) and that any deposits paid by you to us are not refundable to you or any other party in any circumstances. We will provide you with notice of any variation to the Fees.

        Fee Disputes: You may dispute any Fees which you believe (acting reasonably) are not properly due and owing by you within 10 days of the date of the invoice relating to such Fees. If you do not dispute Fees within this 10 day time period, you acknowledge and agree that such Fees are properly due and owing by you to us.

        4.12. This Section 4 does not apply in respect of any End-User handling fees which we may charge directly to an End-User.

          5. Term and Termination

          5.1. The Agreement starts on the Effective Date and continues for 12 months, unless as otherwise stated in the Client Agreement (the “Initial Term”). It then auto-renews for 12-month periods (each a “Renewal Term” and “Current Term” means the Initial Term or the then-current Renewal Term, as the case may be) unless:

          (5.1.1.) you notify us of termination, in writing, at least 3 months before the end of the Initial Term or any Renewal Term, in which case this Agreement shall terminate on the end of the Current Term; or

          (5.1.2.) we terminate as allowed under Section 5.

            The Initial Term together with any subsequent Renewal Terms shall constitute the “Term”.

            5.2. Termination under Section 5 does not affect your obligation to pay any Fees or charges due at termination. Those payment obligations survive termination of this Agreement

            5.3. We may at any time also terminate the Agreement with immediate effect by written notice to you without payment of any amount or penalty if:

            (5.3.1.) you commit a material breach of any provision of the Agreement, and for material breaches that can be remedied, you fail to remedy it within 14 days of receiving our notice specifying the breach and requiring remedy;

            (5.3.2.) despite Section 5.3.1, we may immediately suspend your access to the Services without notice if we believe you: (i) breached confidentiality or use restrictions; (ii) infringed third party rights; (iii) acted abusively or offensively; or (iv) did not pay Fees and charges. This is at our sole discretion.

            (5.3.3.) you persistently breach one or more provisions of the Agreement;

            (5.3.4.) an Insolvency Event occurs;

            (5.3.5.) you promote any material (through your website or otherwise) which we reasonably believe may adversely affect our business, good name and/or reputation;

            (5.3.6.) we receive legal threats from any third party, such as copyright or trade mark infringement claims, which could potentially lead to legal disputes or liabilities;

            (5.3.7.) we have reasonable grounds to believe that you are likely to breach the Agreement in the future, or if there are indications that you may fail to fulfil your contractual obligations, or

            (5.3.8.) there are non-payment issues or persistent delays in discharging Fees or you display conduct or lack of payment history that makes us reasonably believe you will fail to pay the Fees and any charges.

              (each “Termination for Cause”).

              5.4. In the event of either Termination for Cause or any circumstances where a Customer terminates other than in accordance with Section 5.1 above, you will be liable to pay us termination compensation of the monthly average of the previous 6 months’ fees (or the monthly average for however long this Agreement has been in effect if less than six months) multiplied by the number of months remaining in the Term (the “Unpaid Fee Commitments”) together with any outstanding charges and Fees including with respect to Hardware within 5 days of the relevant termination event. You authorise us to deduct any Unpaid Fee Commitments and any outstanding charges and Fees, from sales processed by us.

              5.5. We may terminate the Agreement at any time without cause and without payment of any amount or penalty by giving not less than 30 days’ prior written notice to you.

              5.6. Without prejudice to Section 5.7 below, on the termination of the Agreement all rights granted to you under this Agreement will cease immediately (including your licence to use the Services) and you will cease all activities authorised by the Agreement.

              5.7. Termination of the Agreement does not affect rights or obligations accrued before termination or expiration. Obligations meant to survive termination continue in full force despite termination.

                6. Confidentiality

                6.1. We must keep each other's Confidential Information strictly confidential, except when required to disclose it by law or regulation. Confidential Information that becomes public through no fault of either party is not subject to this restriction. You and Flipdish may only share Confidential Information with employees, consultants, or advisors who need it to perform their duties and agree to the same confidentiality obligations. We may also share your Confidential Information with third parties involved in an actual or potential transaction involving us.

                  7. Third-Party Services

                  7.1. You may use and we may offer you the ability to link or connect one or more Services to Third-Party Services. If you decide to use or enable any Third-Party Services, you agree that use of and access to each such Third-Party Services will be governed by the terms and policies of such Third-Party Services. You are solely responsible for ensuring your usage of all Third-Party Services remains compliant with their terms and acceptable use standards including in relation to prohibited and restricted businesses listed here. You agree that we are not liable for such Third-Party Services and we make no representation or warranty on any aspect of such Third-Party Services irrespective of whether such Third-Party Services are provided by a third party that is associated with our partner program or designated as “integrated” with us. You irrevocably waive any and all claims against us with respect to such Third-Party Services.

                  7.2. Unless otherwise agreed to in writing, the Fees and pricing in the Client Agreement do not include fees for any Third-Party Services.

                  7.3. Third-Party Services do not affect your obligations under this Agreement, including the availability or unavailability of such Third-Party Services or the ongoing ability of such Third-Party Services to connect with or work in conjunction with one or more Services. You will not (i) have the ability to terminate the Agreement or (ii) be entitled to any compensation or changes in Fees or pricing on the basis of any changes or unavailability of such Third-Party Services.

                  7.4. You authorise us to access, set-up and manage certain services and accounts on your behalf, including managing your professional social media profiles, online business pages and domain name registrations. It is your responsibility to provide accurate and up-to-date information in respect of these accounts. We will use commercially reasonable efforts in managing these services and accounts, but we are not liable for interruptions or errors outside our reasonable control.

                    8. Statistical Commercial Data

                    8.1. We reserve the right to collect, compile, synthesise, cleanse, extract, aggregate or analyse non-customer identifiable information and data resulting from your use of the Services (“Statistical Commercial Data”). We may collect Statistical Commercial Data for various lawful business purposes including analysing how the Services are used and improving the products and services offered by us. We reserve the right to disclose to and share Statistical Commercial Data with business partners and third parties in an anonymous and aggregated form at our sole discretion (“Aggregate Commercial Data”). We will own all Intellectual Property Rights in Statistical Commercial Data.

                      9. Additional Terms

                      9.1. You are prohibited from accessing or using the Services if you are a direct competitor of ours, unless we give prior written consent. You also may not use the Services for any purpose that could be seen as competitive, including monitoring availability, performance, or functionality; benchmarking or pricing analysis; reverse engineering functionality; interfering with or disrupting the Services; or any other activity related to developing, offering or operating a competing service given the nature of our business and Services. You acknowledge and agree that any breach of this Section 9 shall constitute a material breach of the Terms of Service that is incapable of remedy.

                        10. Intellectual Property

                        10.1. You acknowledge and agree that all Intellectual Property Rights in the Services will at all times vest in and be the absolute property of Flipdish and its licensors as appropriate and that subject to Section 1, you shall not acquire any right, title or interest in or to any Intellectual Property Rights in the Services. If you acquire, by operation of law, title to any Intellectual Property Rights in any of the Services, you will immediately and irrevocably assign, transfer or convey such Intellectual Property Rights to us.

                        10.2. You grant us a non-exclusive royalty free, worldwide licence to use the Brands in connection with (i) the promotion and sale of your products through the Services; (ii) any material and communications, including but not limited to, press releases, social media posts, website content, customer lists and public filings in connection with the promotion and marketing of the Flipdish brand and the Services and products; and (iii) to otherwise enable us to perform its obligations and exercise its rights under the Agreement.

                        10.3.We grant you a non-exclusive, non-transferable, non-sub-licensable, royalty free licence to use our name, logo and promotional material for the purpose of marketing and promoting the sale of its products through our Services only.

                        10.4.You will not, in any manner or by any means, reverse-engineer, decompile, disassemble, decipher, resell, adapt, reproduce, copy, store, distribute, display, publish or create derivative works from any part of the Services or attempt to commercialise, copy or sell any information or matters derived from the Services. Without notice to you, we reserve the right to immediately remove or disable access to any client website managed by us as part of the Services if we are notified that such website infringes any third party intellectual property rights, including trademark violations.

                        10.5.You agree that any feedback or materials you provide to us, including suggestions, improvements, modifications and ideas, and whether provided in email or other written format (“Feedback”), shall belong exclusively to us. You shall not be entitled to any acknowledgement or compensation by us for such Feedback and we may use or disclose in our sole discretion any such Feedback without any notice to you. You assign, and agree to assign, all right, title and interest in the Feedback and related Intellectual Property Rights to us.

                          11. Retention of Title

                          11.1. We retain title to all Hardware delivered and to be delivered until we receive full payment for all amounts you owe for that Hardware. Title also does not pass until we receive full payment for Hardware or services delivered under this Agreement or any other agreement between us, and until any claims from your non-performance of those agreements are resolved to our satisfaction.

                          11.2. Until title in all Hardware passes to you under Section 11.1, you will store the Hardware with due care, ensuring it is recognisable as our property. You must insure Hardware against fire, water damage, theft, and other losses. On our request, you will pledge any insurance claims to us as additional security for our claims against you.

                          11.3. If you fail to perform any of your obligations under the Agreement, or if we believe that you will fail to perform them, we may recover the Hardware delivered under retention of title or recover or detach such Hardware. You will cooperate if we exercise our Section 11 rights. You will bear our costs of recovery pursuant to this Section 11 without affecting our rights to recover damages from you.

                            12. Hardware

                            12.1. If laws require us to repair or replace defective Hardware we supply, we will comply on receiving reasonable notice and supporting information from you. You are responsible for maintaining Hardware unless maintenance is specifically included as a Service.

                            12.2. You may not use the Hardware to run any software not approved or issued by us. Breaching this will incur additional charges based on the preferential pricing we gave you for Hardware. We will notify you of charges at the time. This Section 12.2 survives termination of the Agreement.

                            12.3. Return and Refund: Once delivered, Hardware is not returnable without our written consent and returns are at our sole discretion. Non-stock Hardware cannot be returned and any Hardware which has been unboxed and been used is not returnable. Exchanges for alternatives will be charged at full cost. We will only consider a return request if you apply in writing within 30 days of delivery with a full explanation of the reasons for return. If we agree to a return, we will credit your account the order price less a handling charge which we will notify you of and return shipping costs.

                            12.4. Delivery and Transfer of Risk:

                            (12.4.1.) Delivery time estimates are non-binding. We are not liable for losses or damages (including lost profits, business, revenue, goodwill, or any indirect, special, or consequential losses) arising from failed or delayed Hardware delivery. You may not reject Hardware or terminate the Agreement for late delivery. You must provide a delivery address which is manned during typical delivery hours of 8 am until 6 pm.

                            (12.4.2.) If you fail to accept delivery of the Hardware on the date stipulated for delivery, we may impose an additional charge for handling and storage of the Hardware until such time as delivery is accepted.

                            (12.4.3.)You indemnify us for any re-shipping or unusual delivery costs incurred by us including costs incurred due to delivery of the Hardware having to be effected outside normal working hours, or in part loads.

                            (12.4.4.) You must inspect Hardware within 7 business days of delivery and inform us of any defects, quality issues, shortages compared to the order, or failures to meet specifications. You must give us a full opportunity to inspect defective Hardware. On delivery, you must note any visible transit damage on the carrier's sheet. We will disregard claims unless you follow these requirements.

                            (12.4.5.) If we accept a claim of a Hardware fault due to manufacturing or workmanship defect, we may replace it free of charge or refund the purchase price, prorated for the defect but we will not have any further liability to you. If requested, you must return the defective Hardware or part to us.

                            (12.4.6.) Risk of damage to or loss of Hardware shall pass to you either: at time of delivery of such Hardware or, if you wrongfully fail to take delivery of such Hardware, at the time when we have tendered delivery of such Hardware; or when the Hardware are loaded onto your vehicles or of your carrier or agent.

                            12.5. Cancellation: Cancellation by you of any order for Hardware, can be accepted by us by agreement only and on condition that you agree to discharge, and actually discharge, all costs and expenses incurred by us for such cancellation.

                            12.6. International Delivery: If you order Hardware for delivery outside designated locations, you acknowledge import duties and taxes may apply when it reaches the destination. You acknowledge that we have no control over or ability to predict these charges, and you are responsible for paying all applicable import duties and taxes. You must comply with all laws and regulations of the Hardware's destination country, including ensuring Hardware complies with legal requirements. We are not liable or responsible if you break any such law.

                            12.7. Pricing and Delivery Fees:The price of Hardware excludes (i) VAT (where applicable) at the applicable current rate chargeable and (ii) delivery charges (as applicable). You shall be liable for all costs or charges in relation to insurance of the Hardware. If applicable, the cost of installation, demonstration and commissioning of Hardware shall also be deemed excluded from the price for the Hardware, unless otherwise previously agreed in writing.

                            12.8. Warranty: we warrant that on delivery and for a period of six (6) months from delivery, the Hardware will conform in material respects with its description and be free from material defects in design, material and workmanship (the “Warranty”). We will repair or replace defective Hardware or refund its full price if: you notify us in writing of noncompliance with the Warranty within a reasonable time of discovery; you allow us to examine the Hardware or diagnose the issue and you return it to us at your cost, on request, with all original components. We have no liability for breach of Warranty if you further use Hardware after notifying us, if the defect results from us following your specifications, if you alter or repair without consent or improperly install, if it results from fair wear and tear including damage by your own customers, willful damage, negligence, or improper conditions, or if it differs from description due to regulatory compliance changes. If you send an item for Warranty repair and it is determined to be faulty due to reasons not covered by the Warranty, you will be responsible for the cost of shipping the Hardware to us and return shipping to you and the cost of evaluating the faulty Hardware. During Warranty repairs, replacement devices will not be provided while the faulty device is being repaired unless we decide otherwise at our sole discretion. You acknowledge repairs may take some time depending on the damage involved. We will only be liable to you for the Hardware’s failure to comply with the Warranty to the extent set out in this Section 12.

                            12.9. Installation: If you decide to use our hardware installation services, you are responsible for following any guidance issued by us and ensuring the suitability and compliance of the installation site, including access, power, and connectivity. An assigned technician, whether internal or outsourced, will install the hardware at your specified location. Failure to have the premise available or prepared on arrival may incur additional charges. Additional fees may apply on a case-by-case basis in order to complete the installation works. Any necessary non agreed work including infrastructure or cabling modifications will incur additional charges and may result in the installation appointment being cancelled on arrival. Any such cancellation will not result in a refund and will need to be rebooked at your expense. We are not liable for any damage caused to the premises or existing equipment, unless otherwise set out in these Terms of Service. You must hold all required licences, permits and approvals for the installation.

                            12.10. These terms in this Section 12 also apply to any repaired or replacement Hardware supplied by us.

                            13. Liability

                            13.1. We make no representation or warranty about the Services, including any representation that they will be available, uninterrupted, error-free or free of viruses, and we provide the Services on an “as is” and “as available” basis. It is your responsibility to ensure that the Services meet your requirements. To the fullest extent permitted under applicable law, we disclaim any and all implied or statutory warranty, condition, representation and guarantee with regard to the Services including any implied warranty of title, accuracy of data, non-infringement, merchantability or fitness for a particular purpose.

                            13.2. To the fullest extent permitted by applicable law, we will not be liable to you or any third party whether in contract, in tort (including negligence), under statute or otherwise under or in connection with the Agreement, the Services or any Hardware for loss or corruption of data or other equipment (including computing equipment and devices) or property, loss of profits, loss of revenue, loss of business opportunity, loss of reputation, loss of time, loss of savings or for any indirect, special, consequential or punitive loss.

                            13.3. Our total aggregate liability to you, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, statute or otherwise, arising out of or in connection with the Agreement for loss or damage of any kind not excluded by this Section 13 shall be limited to the lesser of: (a) €3,000 (or equivalent in the Customer’s local currency); and (b) the total amount of Fees paid by you to us in the previous 12 month period. This limit applies in the aggregate to you as a customer entity, and not per individual store.

                            13.4. You will indemnify and hold us and our affiliates harmless against all losses, damages, claims, costs, expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by us arising out of or in connection with any third party claim connected to the Agreement and/or the use of the Services by you.

                            13.5. We acknowledge that the Services may be used by Authorised Recipients provided that you shall ensure that any and all Authorised Recipients comply with the obligations, restrictions and limitations as set out in the Terms of Service and provided that you shall be liable for the acts and omissions of each Authorised Recipient to the same extent that you would be liable to us under this Agreement if the acts and omissions of such Authorised Recipient were your own acts and omissions.

                            13.6. Despite anything to the contrary in this Agreement, nothing in the Agreement excludes or limits a party's liability for death or personal injury resulting from its own negligence or that of its agents or employees.

                              14. Data Protection

                                14.1. Each party shall comply with its obligations under Data Protection Laws. “Data Protection Laws” means to the extent applicable from time to time: (a) the EU’s General Data Protection Regulation (EU) 2016/679 (the “GDPR”); (b) any national legislation implementing the GDPR (including the Data Protection Act 2018 (Ireland) or Directive 2002/58/EC of the European Community; and (c) any similar national privacy laws.

                                14.2. The parties acknowledge and agree that if Flipdish provides certain services to you as part of the Services (such as managed marketing services), Flipdish may process personal data on your behalf as a processor. In such circumstances, Flipdish will:

                                (a) process such personal data only on your documented instructions (which includes the Terms of Service) unless required to process such personal data for other purposes under EU or Member State law, in which case Flipdish will notify you of that legal requirement unless the relevant law prohibits such notice;

                                (b) ensure that its personnel authorised to process such personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

                                (c) take all security measures required pursuant to Data Protection Laws (including Article 32 of the GDPR);

                                (d) provide reasonable assistance to you, by appropriate technical and organisational measures, to respond to data subject rights exercised pursuant to Data Protection Laws (including Articles 15 to 22 of the GDPR);

                                (e) reasonably assist you in ensuring compliance with your obligations relating to the security of processing, breach notification, engagement with supervisory authorities and data protection impact assessments, as required under Data Protection Laws;

                                (f) at your choice, delete or return all such personal data processed on the termination of the Terms of Service unless applicable law requires retention of such personal data;

                                (g) on request, make available to you all information reasonably necessary to demonstrate compliance with Flipdish’s obligations in this Section 14.2. At Flipdish’s discretion, such information may take the form of certificates, third party audit reports or other relevant information; and

                                (h) notify you immediately if, in Flipdish’s opinion, an instruction from you infringes Data Protection Laws.

                                14.3. The parties acknowledge and agree that the processing of personal data by Flipdish pursuant to Section 14.2 shall be for the purposes of performing services of this Agreement, the categories of personal data and data subjects will be limited to what is necessary for these purposes and will continue for the duration of this Agreement.

                                14.4. You agree that you will pay for Flipdish’s reasonable costs arising from any assistance provided to you pursuant to Section 14.2(d) and/or Section 14.2(e).

                                14.5. The parties acknowledge and agree that they will act as joint controllers of personal data processed on the Flipdish Platform for the purpose of placing and completing orders made with the Customer via the Flipdish Platform (the “Ordering Process”). The parties agree to the following allocation of responsibility for compliance with obligations under the GDPR in respect of their processing of personal data as part of the Ordering Process:

                                (a) For personal data that is collected by Flipdish on the Flipdish Platform, Flipdish will be responsible for the following:

                                (i) ensuring that the personal data is processed lawfully, fairly and in a transparent manner in accordance with the GDPR (including Articles 5, 6, 9, 10 and 12 to 14 GDPR);

                                (ii) responding to any data subject requests in accordance with the GDPR (including requests under Articles 15 to 22 GDPR);

                                (iii) notifying any personal data breach to the competent supervisory authority and affected data subjects where required in accordance with Articles 34 and/or 33 GDPR;

                                (iv) implementing and maintaining appropriate technical and organisational measures to secure personal data in accordance with the GDPR (including Article 32 GDPR);

                                (v) ensuring that personal data is kept for no longer than is necessary for the purposes for which such data is processed;

                                (vi) ensuring that personal data is accurate and where necessary kept up-to-date in accordance with the GDPR.

                                (b) For personal data that is received by the Customer from the Flipdish Platform or provided to the Customer directly by End-Users, the Customer shall be responsible for:

                                (i) ensuring that the personal data is processed lawfully, fairly and in a transparent manner in accordance with the GDPR (including Articles 5, 6, 9, 10 and 12 to 14 GDPR);

                                (ii) responding to any data subject requests in accordance with the GDPR (including requests under Articles 15 to 22 GDPR);

                                (iii) notifying any personal data breach to the competent supervisory authority and affected data subjects where required in accordance with Articles 34 and/or 33 GDPR;

                                (iv) implementing and maintaining appropriate technical and organisational measures to secure personal data in accordance with the GDPR (including Article 32 GDPR);

                                (v) ensuring that personal data is kept for no longer than is necessary for the purposes for which such data is processed;

                                (vi) ensuring that personal data is accurate and where necessary kept up-to-date in accordance with the GDPR.

                                14.6. You agree to provide all assistance and cooperation reasonably requested by Flipdish in connection with the performance of its responsibilities under Section 14.4. In particular, you agree to promptly notify Flipdish (and in any event, within 24 hours) upon becoming aware of any actual or suspected incident involving accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data processed as part of the Ordering Process. Following such notification, you shall provide Flipdish with such further information and assistance reasonably requested by Flipdish.

                                14.7. Where the Customer and Flipdish act as joint controllers in respect of the processing of personal data as part of the Ordering Process such that they may be jointly and severally responsible for any damage caused by such processing (whether pursuant to Article 26 or 82(4) GDPR or otherwise), the Customer will indemnify and hold harmless Flipdish against the portion of any loss, damage, claim, cost, expense, compensation and other liability suffered or incurred by Flipdish arising out of or in connection with any breach by the Customer of Data Protection Laws and/or its obligations under this Section 14.

                                14.8. You will indemnify and hold harmless Flipdish against any loss, damage, claim, cost, expense, compensation and other liability suffered or incurred by Flipdish arising out of or in connection with the performance by Flipdish of any or all of its obligations under Section 14.2.

                                15. Unexpected Events

                                15.1. Neither party shall be liable to the other party for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by an Unexpected Event provided that a party uses commercially reasonable efforts to prevent or remove the causes of the non-performance.

                                  16. General

                                  16.1. Entire Agreement: The Agreement constitutes the entire agreement between you and us and supersedes and extinguishes all prior oral and written commitments, agreements, promises, assurances, warranties, representations and understandings between the parties with respect to the subject matter of the Agreement.

                                  16.2. Variation: You acknowledge and the Terms of Service and the Agreement may be modified by us from time to time. If we make any material changes, we will provide you with notice and an opportunity to review the change before they become effective. If you object to any material changes, you may elect to terminate the Agreement subject to payment by you of all Fees and amounts due and owing to us as including Unpaid Fee Commitments. Your continued use of the Services after we publish or send a notice to you about the changes means that you are accepting the updated terms and will be bound by them as of their effective date.

                                  16.3. Conflict: In the event of a conflict between the Client Agreement and these Terms of Service, these Terms of Service will prevail.

                                  16.4. Severance: If any provision or part of the Agreement becomes invalid, illegal, or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If modification is not possible, the relevant provision or part will be considered deleted from the Agreement and we will prepare a replacement that as closely as possible achieves the commercial intent of the deleted provision. Any modification or deletion under this section does not affect the validity and enforceability of the rest of the Agreement.

                                  16.5. Assignment: We may assign, transfer, novate, mortgage, charge, subcontract or deal in any other manner with all or any of our rights or obligations under the Agreement and you shall enter into such documents as we deem reasonably necessary for this purpose. You may not assign, transfer, novate, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Agreement without our prior written consent.

                                  16.6. Notices: We may provide any and all notices and communications to you through email, website notices, in-product messaging, updates on the Flipdish portal or by mail. You agree to keep all of your contact information up to date and to notify us if you change ownership or have a change of control. Notices and communications will be deemed delivered once sent via the method of delivery used by us, regardless of whether you acknowledge receipt of the notice or communication. In certain circumstances, we may record telephone conversations with you for employee training and quality assurance purposes.

                                  16.7. No Waiver: No failure or delay by us in exercising any right or remedy provided under the Agreement or 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 by Flipdish.

                                  16.8. Governing Law and Jurisdiction: The Agreement, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of Ireland. Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

                                    17. Definitions and Interpretation

                                      “Authorised Recipient” or “Authorised Recipients” means each of your affiliates that is authorised in writing by us to make use of the Services in accordance with the Terms of Service following Flipdish’s receipt from you of a written request for such affiliate to be authorised to use the Services.

                                      “Brands” means the trade marks, trade names, brands, logos, menus and other get-up owned or used by you.

                                      “Chargeback” means the reversal of a card payment by the card issuer when a cardholder (End-User) disputes the Customer’s charge with their card issuer which occurs when an End-User creates a formal dispute which immediately reverses the payment. The payment amount, along with a separate dispute fee, is then deducted from the Customer’s account balance.

                                      Client Agreement” means the client agreement between us and you, as may be amended or replaced from time to time and as may apply to different products and Services. A Client Agreement may be signed electronically and in counterparts.

                                      Confidential Information” means any information, however conveyed or presented, that relates to the business, affairs, operations, customers, Fees, discounts, pricing and pricing policies, processes, budgets, product information, strategies, developments, know-how, personnel and suppliers of the disclosing party, together with all information derived by the receiving party from any such information and any other information clearly designated by a party as being confidential to it (whether or not it is marked “confidential”), or which ought reasonably be considered to be confidential.

                                      “Effective Date” means the date on the Client Agreement referred or if the effective date is not explicitly or implicitly clear from the Client Agreement, the Effective Date will be the date you execute the initial Client Agreement unless otherwise agreed in writing. If you have had access to the Services prior to the date identified in the initial Client Agreement, then the “Effective Date” will be the date you first had access to the Services.

                                      “End-User” means a person (including any body corporate) that places an order with you through the Flipdish Platform or that otherwise makes use of the Flipdish Platform in connection with your business.

                                      “Flipdish Platform” means the technology solutions developed by Flipdish and made available to the Customer including end-to-end ordering, marketing and management.

                                      "Unexpected Event" means extraordinary events or circumstances beyond the reasonable control of us that prevent or hinder performance of our obligations, including pandemics, natural disasters, war or terrorist acts, civil unrest, governmental actions, loss of critical infrastructure, and default of critical suppliers or subcontractors.

                                      Hardware” means any current or future physical hardware components provided to you as part of the Services, including but not limited to: terminals, card readers, printers, kiosks, display screens, mounts and cabling;

                                      Insolvency Event” means: (a) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of the Bankruptcy Act 1988 (or equivalent national legislation); (b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; (c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; (d) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer; (e) the holder of a qualifying floating charge over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver; (f) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over such assets; (g) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; (h) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in (a) to (g) above (inclusive); or (i) the Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

                                      Intellectual Property Rights” means patents, trade marks or names and service marks (whether or not registered) trade or business names or signs, logos, domain names, design rights, copyrights (both present and future and including rights in computer software), moral rights, registered designs, topography rights and know how (including technical and industrial information in any form including drawings, formulae, test results, reports and procedures), trade secrets, confidential information, database rights, and the right to apply for any applications for any of the preceding items, together with the rights in inventions, processes and all other rights similar to, or having similar or equivalent effect to, any of the above which may subsist now or in the future in any part of the world (whether or not capable of registration) and where such rights are enhanced by registration, any registration of such rights and applications and rights to apply for such registrations.

                                      Section” means a Section of these Terms of Service.

                                      Taxes” means any VAT, federal, provincial, state or other governmental sales charges in force at any time.

                                      Third-Party Services” means third-party products, software, applications or services that integrate with, operate with or connect with one or more Services or which you may connect to or enable in connection with one or more Services.

                                      Use of the words "including", "includes", "such as", "for example", or similar terms indicating illustrative content shall be interpreted as non-limiting and not exhaustive of potential items.

                                      Updated on 1 August 2023