Terms & Conditions

 

General Terms

 

Acceptance of Terms 

  • By signing up for the Flipdish services (the “Terms of Service”) you are agreeing to be bound by the terms and conditions as set out below.
  • Signature of contract or clicking “Accept Terms & Conditions” are evidence of agreement to these Terms of Service. In the event that an agreement is concluded by e-mail, or in the event that an agreement is concluded through another means of electronic communication, such e-mail message or statement made through another means of electronic communication is deemed to be equal to a written statement and the principle will apply, that an agreement may be concluded without Flipdish  having to fulfil any conditions provided by law pertaining to electronic communication. 

 

Contracting Parties

  • For the purposes of these terms the “Client” refers to the business (eg. take away, cafe, deli, restaurant, public house, hotel etc.) where Flipdish’s software powers the Store’s Kiosks to allow for in-store ordering.
  • “Flipdish” refers to Flipdish Limited, company number: 555703.
  • The entity or person that you register as the Store Owner is referred to as “you” or “your” for the purposes of these Terms of Service, and you are the counterparty to this agreement with Flipdish.
  • This Agreement is effective upon the countersigning by both Parties and shall continue indefinitely until terminated by either party. Either party can terminate this Agreement after twelve (12) months from signing date, without cause, by giving twelve (12) months’ written notice to the other party.
  • Upon the termination of this Agreement the License shall be deemed terminated.
  • Should the Client breach the Agreement (for example, by moving to a different provider while the Agreement is in place) the Client will pay Flipdish fees equal to the maximum fees paid to Flipidish in any calendar month in the preceding 12 months multiplied by the number of months until the Agreement elapses, or €3,000, whichever is higher.

 

Term & Termination

  • This Agreement is effective upon the countersigning by both Parties and shall continue indefinitely until terminated by either party. Either party can terminate this Agreement after twelve (12) months from signing date, without cause, by giving twelve (12) months’ written notice to the other party.
  • Upon the termination of this Agreement the License shall be deemed terminated.
  • Should the Client breach the Agreement (for example, by moving to a different provider while the Agreement is in place) the Client will pay Flipdish fees equal to the maximum fees paid to Flipidish in any calendar month in the preceding 12 months multiplied by the number of months until the Agreement elapses, or €3,000, whichever is higher.

 

Fees (general)

  • Fees will be charged to your account as per the agreed fee schedule contained in “The Agreement” or “Addendum to Agreement”.
  • All fees are exclusive of all VAT, federal, provincial, state or other governmental sales, goods and services, fees or charges in force at any time (Taxes).
  • All fees in Agreement and Addendum Agreement are offered in good faith based on the combination of services contracted and Flipdish reserves the right to amend these in the event of the termination of a particular service.

 

Hardware (general)

  • All supplied hardware remains the property of Flipdish until final and full payment is made. All deposits paid by the Client to Flipdish for hardware are non-refundable.
  • All replacement hardware (such as printers) will be charged to the Client at current price.

 

Chargebacks & Refunds

  • Flipdish will take precautions to help prevent chargebacks.
  • In the case of a chargeback the Client should provide the sale receipt containing the customer’s signature that matches that on the card used to make payment, Flipdish will then dispute the chargeback. Should the chargeback not be disputed successfully the cost of the chargeback will be charged to the Client and Flipdish will refund the Client any fees charged on the order.
  • The Client agrees that Flipdish may refund customers at Flipdish’s discretion.

 

Flipdish Services

  • Flipdish does not act as your agent and shall have no liability whatsoever to you or any other person in respect of orders or transactions implemented utilising the Flipdish Platform and Services.
  • Flipdish provides the Services on an “as is” and as available basis and makes no representations, and gives no warranties, with respect to the continuity or availability of the Services. Flipdish excludes all and any liability arising from the supply of, or failure, interruption or delay in the supply of, any of the Services; the appropriateness of the Services for any particular purpose; the incorrect, inaccurate or delayed transmission of any transaction; or your use of the Services.
  •  Flipdish may at any time modify or withdraw, on a temporary or permanent basis, and wholly or in part, the Flipdish website and/or any of the Services and shall have no liability to you or any other party with respect to, or arising out of, any such modification or withdrawal. Flipdish makes no representation or warranty that the Services will be uninterrupted or error-free, or that the Services are free of viruses. All implied conditions, guarantees and warranties are expressly excluded to the maximum extent permitted by law.
  • Flipdish shall not be liable for any loss or damage of any nature whatsoever (whether direct, indirect, special, consequential, exemplary or otherwise) arising out of, or in connection with your use of, or inability to use, the Service or the performance, or lack of performance of the Services. Flipdish does not warrant or represent that the quality or nature of any products or services available to or obtained by you through Flipdish will meet your requirements or specifications, or that any errors or bugs in such products or services will be corrected.

 

Product Specific Terms

 

Online Ordering

By making use of the Online Ordering platform you agree to the following terms & conditions:-

  • Flipdish provides the Services to facilitate online and kiosk ordering on behalf of the Client.
  • Fees are billed on a weekly basis. You will be invoiced by email. Any disputes regarding an invoice must be raised within ten (10) days of the date of the invoice, otherwise it will be deemed accepted by you in all respects.
  • Flipdish shall receive the commission rate and fees, as set out in the Agreement or Addendum to Agreement, on all orders processed by Flipdish.
  • Flipdish shall initiate a funds deposit to the Client’s bank account within five (5) working days of the sales period. Flipdish shall deposit the total amount of sales processed by Flipdish during the sales period, less commission and fees payable to Flipdish as set out in Agreement or Addendum to Agreement.
  • The Client consents to make best endeavours to support the marketing of online ordering.
  • The Client will support the implementation of apps (if required) via the creation of relevant Developer Account (for example, in Apple Developer Program) and pay setup and annual fees directly to Apple, and invite Flipdish to manage Client’s account.
  • The Client in particular agrees to the following marketing campaigns and these will activated unless the Client has opted out in Agreement or Addendum to Agreement:-

(i) Onboarding Marketing: 20% off first app order to help onboarding

(ii) Loyalty Marketing: 11th order free to increase loyalty

(iii) Retention Marketing: 20% discount if the user has lapsed for 4 weeks

(iv) Phone Marketing: promote new phone number to play voice message and sends

      SMS to callers. 

 

Managed Marketing

By making use of Managed Marketing service you agree to the following terms & conditions:-

  • The Client commits to ensuring Flipdish is the sole digital advertiser for the duration of the agreement during which time Flipdish shall manage paid-for digital advertising for Client and provide copy and creative for each social media post. Flipdish will also create social media channels for client as required. Flipdish agrees to provide only the services detailed here, any excess requests will be quoted for as extra.
  •  services are billed on a monthly basis in advance. You will be invoiced by email. Any disputes regarding an invoice must be raised within 10 days of the date of the invoice, otherwise it will be deemed accepted by you in all respects. Payment for Managed Marketing fees will be made to Flipdish by the client on the first day of contract and monthly thereafter in order for agreed upon work to be performed.Any additional advertising spends must be provided by the client if they wish to spend more than agreed upon above. Payment must be given before advertising can be implemented.
  • Filpdish agrees to provide only the services stated above. Any excess requests will be quoted for as extra.
  • Flipdish will report on any advertising performed over the agreed contract period

 

Kiosks

By making use of Kiosk self- service platform you agree to the following terms & conditions:-

    • Fees will be charged to your account as per the agreed fee schedule contained in “The Agreement” or “Addendum to Agreement”.
    • Flipdish shall receive the digital payment fees, as set out in the Agreement or Addendum to Agreement, on all orders processed by Flipdish.
    • Flipdish shall initiate a funds deposit to the Client’s bank account within 5 working days of the sales period. Flipdish shall deposit the total amount of sales processed by Flipdish during the sales period, less fees payable to Flipdish as set out in Agreement or Addendum to Agreement.

 

  • Services are billed on a weekly basis. You will be invoiced by email. Any disputes regarding an invoice must be raised within 10 days of the date of the invoice, otherwise it will be deemed accepted by you in all respects.

 

  • In the event that kiosk hardware is supplied directly by an approved partner of Flipdish the provision of hardware does not form part of this agreement. The hardware (including kiosks) provided by a third-party does not form part of this agreement and is covered by a separate agreement between the Client and Partner to which Flipdish is not a party. All issues relating to provision of hardware, levels of guarantee or warranty on hardware and technical support related to hardware issues do not form part of this agreement.
  • The Client agrees to utilise in-store signage to draw attention to Kiosks.
  • All Kiosks will be branded with Flipdish logo and the Client commits to maintain this branding.
  • The Client commits to the provision of high quality images and display of offers as appropriate
  • Flipdish reserves the right to have “powered by Flipdish” printed on all receipts generated by Kiosk orders.
  • The client will locate the kiosks in as prominent a location as practical.
  • Flipdish reserves the right to place advertising on kiosk screens without the consent of the Client.

 

Additional Legal Terms

 

Liability

  • With the exception of death or personal injury caused by either party’s negligence and with the exception of either party’s fraud or fraudulent misrepresentation, Flipdish shall not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising.
  • Flipdish’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising out of or in connection with this Contract shall be limited to €3,000 or the total amount of fees paid by the Client to Flipdish in the preceding 12 months, whichever is less.
  • The Client hereby represents to Flipdish, and covenants and agrees, that the entering into of this Agreement with Flipdish will not result in it being in breach of any obligation under any contract, confidentiality agreement, non­disclosure agreement or any other agreement, covenant, understanding or restriction with any other party.
  • The Client  will indemnify and hold harmless Flipdish  against any claims by third parties and all resulting costs in connection with goods supplied by Flipdish.
  • Flipdish liability to the Client for any damages arising from or related to use of supplied hardware is limited to €100. The client agrees to be solely responsible for any loss or damage to their computer system or any loss of data that may result from the download or upload of any material.
  • Flipdish neither assumes, nor does it authorise any person or entity to assume on its behalf, any other liability in connection with the provision of the Online Ordering services.
  • The limitations of liability provided in these terms of service inure to the benefit of Flipdish, shareholders, affiliates and to all of our respective officers, directors, employees, attorneys and agents and, in each case, liability is limited to the fullest extent permitted by law.
  • Nothing in these terms shall exclude or limit liability for death or personal injury resulting from our negligence or that of our agents or employees including the supply and installation of hardware.

 

Retention of Title

  • Flipdish will retain title to all goods delivered and to be delivered to the Client until full payment of all purchase amounts has been received, as well as any amounts owed by the Client pertaining to work performed by Flipdish in connection with such purchase agreements and any claims pursuant to any failure in the performance of such agreements on the part of the Client.
  • The Client  will be obliged to store the goods delivered under retention of title with due care, ensuring that they are recognizable as the property of Flipdish. In addition, it will be obliged to insure such goods against, inter alia, fire and water damage and theft. The Client will pledge to Flipdish any claims it has pursuant to such insurance policies upon Flipdish’s first request, as additional security with respect to Flipdish’s  claims against the Client.
  • In the event that the Buyer fails in the performance of any obligation vis-à-vis Flipdish, or in the event that Flipdish has good reason to fear that the Buyer will fail in the performance of its obligations, Flipdish will be entitled to recover the goods delivered under retention of title or to have such recovered, even when the goods have to be detached. The Buyer will cooperate accordingly. The Buyer will bear the costs of recovery, without prejudice to Flipdish’s right to further damages.

 

Data Protection,Use of Data and Confidentiality

  • For the purposes of these Terms, “Confidential Information” includes all information designated as “confidential” or “proprietary” or which a party should reasonably know to treat as confidential relating to the trade secrets, operations, processes, plans, intentions, product information, know-how, designs, market opportunities, transactions, affairs and/or business of any party actually disclosed or provided to the other party.
  • Both parties shall during the term of the Agreement and thereafter keep all confidential information strictly confidential and not disclose any information to a third party, other than employees; officers; referral partners who require it as a consequence of the performance of that party’s obligations under agreement with Flipdish or the Client, and only then provided that both parties shall ensure each employee, officer or partner shall keep information confidential and shall not use any of it for any purpose or disclose to any person or company other than to whom it may lawfully be disclosed.
  • All confidential information will only be used in connection with the proper performance of the Agreement.
  • The Client act as Data Controller and exercise control of processing and carry data protection responsibility for same.
  • The Client unconditionally and irrevocably agree to indemnify Flipdish, including its subsidiaries, directors and officers and hold Flipdish harmless from any and all claims, demands, actions, proceedings, liabilities, damages, costs, charges, losses and expenses (including legal costs) arising from any and all breaches of GDPR or data misuse.
  • The Client confirms that appropriate consents have been obtained for the persons being contacted as part of the Client’s communication activity.

 

Guarantees on Supplied Hardware

  • Flipdish will comply with the legal minimum requirement in each of the countries in which we operate, to repair or replace defective or faulty hardware as quickly as possible once made aware of issues.

 

Assignment

  • Flipdish may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement.
  • The Client may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Agreement without the prior written consent of the Flipdish.

 

Indemnity

  • The Client agrees to indemnify, defend and hold harmless Flipdish, its shareholders, subsidiaries, affiliates, officers, directors, employees, agents and advisors from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including legal fees) resulting from your use of our products and services including Kiosks.

 

Force Majeure

  • Neither party shall be liable for any failure or delay in performing its obligations under the contract to the extent that such failure or delay is caused by a Force Majeure event, an unforeseen event beyond either party’s reasonable control.
  • Force Majeure includes but is not limited to strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

 

Severance 

  • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
  • If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the contract.

 

Intellectual Property

  • Flipdish owns all intellectual property rights and copyright in the Flipdish Platform, website and Services (including with respect to functionality, content, text, graphics, logos and icons) and the software and other material underlying or forming part of the Platform, Services and/or website.
  • The Client grants Flipdish a non-exclusive royalty free license to use the Client’s trademarks, trade names, menus and logos, in the promotion, advertisement and sale of products for the duration of the Agreement.
  • Flipdish grants The Client a non-exclusive license to use Flipdish’s name, logo & promotional material, for the duration of the Agreement.
  • Flipdish owns all assets registered, and content created by Flipdish, on behalf of the Client e.g. Domain names and website content.
  • The Client agrees that they will not, in any manner or by any means, reverse-engineer, resell, adapt, reproduce, copy, store, distribute, print, display, publish or create derivative works from any part of the Platform, Website or Services, or attempt to commercialise, copy or sell any information or matters derived from the Platform, Website or Services.

 

Relationship of Parties

  • No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms of Service.
  • These Terms of Service are solely between you and Flipdish and are not intended to be for the benefit of any third party. 
  • In the event that you have a dispute with one or more users or third parties of the Platform, Website, Services or Kiosks, the Client hereby release Flipdish, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or services.

 

Governing Law and Principles of Construction

  • Flipdish may, in its sole discretion amend these Terms of Service (in whole or in part) at any time. Amendments will be effective immediately upon posting on the Flipdish website. Your continued use of the Online Ordering services, products and platform represents your agreement to be bound by the Terms of Service as amended from time to time. You are responsible for ensuring that you are familiar with the latest Terms of Service at all times.
  • The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law 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 this Contract or its subject matter or formation (including non-contractual disputes or claims).
  • If any provision in this Agreement is declared illegal or unenforceable, the provision will become void, leaving the remainder of this Agreement in full force and effect. 

 

Entire Agreement

  • This Agreement and Addendums to Agreement represents the entire agreement between the parties and the provisions of this Agreement and Addendums to Agreement shall supersede all prior oral and written commitments, contracts and understandings with respect to the subject matter of this Agreement that relate to the same contracted service (Online Ordering). This Agreement may be amended only by mutual written written agreement and accepted as per the provisions of “Acceptance of Terms” above , or by a change to these Terms of Service made by Flipdish as set forth above