Custom App Terms

1. About these terms

These terms are a contract between you and Smart Approaches Limited, trading as Smart Eatx, a company registered in England and Wales (company number 14796914), whose registered office is at 4 Admiral Way, Regus House, Doxford International Business Park, Sunderland, Tyne and Wear, SR3 3XW (“we”, “us”, “our”). “You” means the restaurant business that takes up the Smart Eatx Custom App, and anyone it allows to use the service.

They apply together with your order form. That's the document or email in which we confirm your plan, your fees and rates, and your start date. If your order form and these terms disagree on a point, your order form wins on that point.

Our Custom App Privacy Notice explains how we use the personal data of your owners and staff. The data processing schedule explains how we handle your customers' data for you.

Your restaurant may also be listed in the Smart Eatx app, our marketplace. Orders placed there are covered by our Marketplace Business Terms, not these terms.

The Custom App is for businesses only. By signing your order form or using the service, you confirm you have authority to accept these terms for your business.

How the contract is made. The contract starts when we confirm your order form or when you first use the service, whichever comes first. These terms are available in English only. We keep a record of the version you accepted, and the current version is always on this page. If you spot a mistake in your order form, tell us before you accept it and we'll correct it.

2. What the Custom App includes

The Custom App is a service we host and run for you. We don't sell you a copy of any software. It includes:

• Your branded app for iPhone and Android, in your restaurant's name and colours. Your customers create an account, order for delivery or collection, pay by card and follow their order in it.
• Your website, built from one of our templates, with your menu, opening hours and contact details. Customers at your tables can order from it by scanning a QR code.
• The POS and kitchen system: the Smart Eatx POS app for iPhone, iPad, Android tablets and Sunmi devices. Your kitchen manages orders and preparation times, and your cashiers take orders at the till. Tickets print on Sunmi devices.
• The Dashboard, where your owners manage menus, opening hours, staff logins, special offers, customers, orders, refunds and payouts.
• Delivery by our own riders, or by Stuart, a courier company we work with, when none of ours is available.

Our website describes the plans in general terms. The features, fees and rates that apply to you are the ones your order form confirms. A feature becomes part of your service when it's available in your Dashboard or we confirm it to you in writing.

Unless your order form says otherwise, the service doesn't include hardware (such as tablets and printers), your own domain name, or custom development and integrations.

3. Setting up

We set up your store, your owner login, your app and your website for you. You must give us accurate details, including your business name and address, the names, email addresses and phone numbers of your owner and managers, your logo and colours, your menu with prices and allergen information, and your opening hours.

To receive payouts, the owner must open a Stripe account through Stripe's own sign-up pages and accept Stripe's Connected Account Agreement. Stripe checks your identity and your bank account. We can't pay you until Stripe has approved your account.

We can't promise a launch date. It depends on you giving us what we need, and on Apple and Google approving your app.

Keep your details up to date in the Dashboard, or tell us when they change.

4. Your app on the App Store and Google Play

We publish your app under our own developer accounts: the Apple Developer Program team and the Google Play developer account of Smart Approaches Limited. Your app's store listing shows your restaurant's name, logo and description, and names Smart Approaches Limited as its developer.

We own and control the developer accounts, the store listings, the app identifiers and the signing keys. Every branded app is built from our own code, and we release its updates. Some updates are compulsory, so your customers may be asked to update before they can order.

Apple and Google decide whether to accept your app and each update, and they can remove an app. Your app, and everything you give us for it, must follow the App Store Review Guidelines and the Google Play Developer Program Policies. You must give us accurate information for the listing, including a link to your customer privacy notice.

We're not responsible if a store rejects or removes your app because of your content or your business. If a store requires your app to be published under your own developer account, we'll agree the next steps with you, which may mean you joining its developer programme.

We set up Sign in with Apple, Sign in with Google and push notifications (through Google Firebase) for your app. They run on our accounts with those providers.

5. Your website

Your website is published at a subdomain of smarteatx.com, such as yourname.smarteatx.com. We own the smarteatx.com domain. You may use your subdomain while the contract lasts. We may change it for a good reason, after telling you.

Connecting your own domain name isn't part of the standard service. If we agree to set one up, you keep the domain's registration and pay for it.

Your website includes template pages for your customer terms and privacy policy, written in your restaurant's name. They're a starting point, not legal advice. You must check they're right for your business and tell us what to change.

The Electronic Commerce (EC Directive) Regulations 2002 require your app and website to show who you are: your business name, your geographic address, your email address and, for a company, its registered number. Make sure the details you give us for this are correct.

We host your content as you give it to us. We may remove anything on your app or website that we learn is unlawful or breaks these terms.

6. POS, kitchen, Dashboard and staff logins

Your staff sign in through Smart Eatx Accounts, our sign-in service, in your restaurant's own sign-in space. Each login is for the Dashboard (your restaurant's admins), the kitchen, or the till.

You decide who has a login, and you're responsible for what's done with it. Give each person their own login, keep passwords private, and remove people who leave.

We strongly recommend two-step sign-in for every Dashboard login. Once it's on, the Dashboard asks for it again before anyone moves money or changes your team.

When an order arrives, the POS starts a preparation timer. If an order still hasn't moved 5 minutes after its timer ends, we text and email your owner. After 15 minutes, our own team is alerted. Table orders aren't chased this way.

Orders paid at your till, and table orders from your website, are paid to you directly. We don't take that money, and it isn't part of your payouts. Table orders reach your kitchen before anyone pays, so collecting payment for them is up to you.

7. Your responsibilities as the seller

You sell the food and drink to your customers, and the contract of sale is between you and them. We provide the technology, collect online payments for you and carry out deliveries. You're responsible for:

• Food safety and hygiene: registering your food business, meeting the Food Safety Act 1990 and food hygiene law, and keeping the food hygiene rating you give us up to date.
• Allergens and food information: accurate allergen and ingredient information for every dish, as the Food Information Regulations 2014 require, and calorie information wherever the law requires it. Customers must be able to see it before they order.
• Alcohol and age-restricted items: holding the licences you need under the Licensing Act 2003, giving us your licensing hours and marking age-restricted items. Our riders check ID (Challenge 25) before handing these over, and bring them back if the check fails.
• Your menu and prices: keeping them accurate, and honouring the prices shown at checkout.
• Consumer law: dealing with your customers fairly, as the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 require.
• Your customer terms and privacy notice: making sure your customers have them, and that they're accurate.
• Orders: preparing them on time, and packing them so they travel safely.

8. Using the service properly

You must not, and must not let anyone else:

• use the service for anything unlawful, or to sell anything you're not allowed to sell;
• upload content you don't have the rights to, or that's misleading, offensive or harmful;
• try to get into parts of the service or data that aren't yours, or test its security without our written permission. Unauthorised access can be an offence under the Computer Misuse Act 1990;
• copy or reverse engineer our software, except as the law allows, or use it to build a competing product;
• disrupt the service, or extract data from it with automated tools;
• use the service to send messages your customers haven't agreed to receive.

9. Delivery

We deliver your orders with our own riders. When none of them is available, we pass the delivery to Stuart. We choose who delivers each order.

We set the area we deliver to from your store. Customers pay a delivery fee from the distance price bands set for your store when you join, and we keep it. A customer beyond your last band pays the highest band.

Our riders may need a pickup code shown on your POS to collect an order. To hand over an order in person, they need the customer's 4-digit delivery code. You can give us a note for riders, such as where to collect.

Delivery times are estimates. Once a rider has collected an order, getting it to the customer is our responsibility. If an order is lost, spoilt or late because of how we delivered it, we pay for the refund, and it doesn't come out of your payouts.

10. Payments and payouts

Customers pay us, for you. When a customer pays online in your app or website, they pay us through Stripe, on our Stripe account. We receive the money as your limited agent for collecting payment. Once a customer has paid us, they've paid you.

What we pay out. We pay you for orders that were paid and completed: delivered, or collected by the customer. Cancelled and unpaid orders aren't paid out.

When. We settle each day separately. A day's orders are usually paid 3 days after that day ends, by a transfer to your Stripe account. Stripe then pays your bank on its own schedule.

What we deduct. From each payout we deduct our fees (see Fees), your share of any refunds and promotions, charge-backs that are yours, and anything else you owe us under these terms. If you owe more than a payout, we deduct the rest from later payouts, or we may invoice you for it, payable within 14 days.

Your records. The Dashboard shows each payout and the rates we applied to it. If you think a payout is wrong, tell us within 60 days of it.

Bank details. When the payout bank details in your Dashboard change, we email every owner, so a change you didn't make doesn't go unnoticed.

Holding back payouts. We may hold back all or part of a payout if we reasonably suspect fraud, or while an unusual number of refunds or charge-backs is open. We'll tell you why.

11. Fees

Your order form sets your fees and rates. They work like this:

Commission is worked out on the food total before discounts. Card processing on online orders is included in our fees: we don't charge you for it separately.

We may change our fees or rates by giving you at least 30 days' notice by email. If you don't accept a change, you can end the contract before it takes effect.

Amounts are in pounds sterling. If you don't pay an amount you owe us on time, we may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998.

12. Customer help, refunds and charge-backs

Our support team answers the help chats your customers start in your app, on your behalf. Tell us how you'd like common problems handled, and we'll follow that where we reasonably can.

We may refund a customer in full or in part. Who pays depends on the cause:

• A problem with the food or the order, such as a missing item, a wrong dish or poor quality: you pay, from your payouts.
• A problem with our delivery or our platform: we pay.
• An order cancelled before it was completed: the customer is refunded automatically, and the order isn't paid out to you. You can also send the refund for a cancelled card order straight away from the Dashboard.

Charge-backs. If a customer disputes a card payment with their bank, we'll answer the dispute with the evidence we have. You must give us any evidence we ask for within 5 days. If the dispute is lost for a reason that's yours, we deduct the amount, and any fee Stripe charges us for the dispute, from your payouts.

13. Promotions and reviews

Promotions we run. We may run discount promotions for your store. Each is paid for by us, by you, or by both of us in agreed shares. We only charge you a share you've agreed to, and it comes off your payouts.

Your special offers. Special offers you create in the Dashboard are yours, and you pay for them.

Reviews. Customers can rate an order once it's delivered or collected, and rate each dish. Dish reviews are shown publicly with the reviewer's name and picture. You can't edit or remove reviews, but you can ask us to remove one that's unlawful, abusive or clearly not about your food.

14. Your customers and their data

Your customers' data belongs to you. Your customers sign up and sign in to your app and website in your restaurant's own sign-in space. Their accounts are separate from the Smart Eatx app and from every other restaurant: the same email address at two restaurants means two separate accounts.

You're the controller of your customers' personal data and we're your processor, under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, on the terms in the data processing schedule.

We don't use your customers' data to market the Smart Eatx app or other restaurants to them, and we never sell it.

Marketing to your customers. You may send marketing only to customers who've agreed to receive it, as the Privacy and Electronic Communications Regulations 2003 (PECR) require. Each customer's choice for email, text and push messages is recorded when they make it. If you ask us to send a campaign for you, we'll send it only on your instructions, and only to customers who agreed.

Order updates, receipts and account messages aren't marketing. Customers get them without opting in.

15. Who owns what

Ours. We, or those who license to us, own the service: the apps and their code, the POS, the Dashboard, the website templates, our sign-in service and everything else we build. Nothing in these terms transfers any of it to you.

Yours. You own your restaurant's name, brand, logo, menu, photos and other content you give us. You give us a non-exclusive, royalty-free licence to use, adapt and publish it to provide the service, including in the app stores and the marketplace, while the contract lasts and while we wind it down.

You confirm that you have the right to give us that content, and that our using it as these terms allow won't infringe anyone's rights.

We'll only name you, or show your logo, as one of our customers in our own marketing if you agree.

If you send us ideas or feedback, we may use them freely.

16. Availability and support

We use reasonable efforts to keep the service available and working well. We don't promise that it will always be available or free of faults, and we don't offer a service level agreement unless your order form includes one.

The service also relies on others, such as Apple, Google, Stripe, our hosting providers and mobile networks. We're not responsible for their failures.

We may improve and change the service. If we remove a significant feature you rely on, we'll tell you at least 30 days before, unless we have to act sooner for legal or security reasons.

For help, email hello@smarteatx.com.

17. Confidentiality

Each of us will keep the other's confidential information, such as your sales figures and our prices and technology, private, and use it only for this contract. This doesn't cover information that's public or that the law requires to be disclosed. It lasts until 5 years after the contract ends.

18. Suspension

We may suspend all or part of the service, with notice where we reasonably can, if:

• you don't pay what you owe;
• you seriously break these terms or the law;
• your use puts customers, riders, us or the service at risk;
• an app store, Stripe or a regulator requires it; or
• we reasonably suspect fraud.

While your store is suspended, customers can't order from your app or website, and your website shows that you're closed. We'll restore the service once the reason has been dealt with.

19. Ending the contract

There's no minimum term. Either of us can end the contract by giving the other at least 30 days' notice by email.

Either of us can end it straight away by notice if the other seriously breaks these terms and doesn't put it right within 14 days of being asked, or becomes insolvent. We can also end it straight away if the law, an app store or Stripe requires us to.

When the contract ends:

1. Ordering stops in your app and website, and your website is taken offline.
2. We remove your app from the App Store and Google Play. Copies already installed stop working.
3. We pay your final payouts as usual. We may hold back a reasonable amount for up to 90 days to cover refunds and charge-backs, then pay you what's left.
4. Your data. If you ask within 30 days of the end, we'll give you a copy of your customers' data, your orders and your menu in a common format, such as CSV. We then delete your customers' data as the data processing schedule sets out.

Anything you owe us becomes due. The parts of these terms on payment, liability, confidentiality and data protection keep applying.

20. Our liability to you

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else the law doesn't allow to be limited.

Subject to that:

• we're not liable for loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss;
• we're not liable for losses caused by your content, your food, your staff or your breach of these terms, or by the decisions or failures of an app store, Stripe or another third party;
• our total liability to you in any 12-month period, however it arises, is limited to the greater of £1,000 and the fees you paid us in the 12 months before the event that caused the loss.

This cap doesn't reduce our duty to pay you the payouts you're owed.

These terms set out everything we promise about the service. Other terms that might be implied by law are excluded, as far as the law allows.

21. Your liability to us

You'll cover our reasonable losses and costs from any claim against us arising from your food or drink, your content, your breach of food, alcohol, consumer or data protection law, or your use of the service in breach of these terms. We'll tell you promptly about any such claim and let you help defend it.

22. Changes to these terms

We may update these terms. We'll email you at least 30 days before a change that affects you, unless the law, an app store or a security issue requires less notice. If you don't accept a change, you can end the contract before it takes effect. Otherwise, the new terms apply from then.

23. General

• Events beyond control. Neither of us is responsible for a delay or failure caused by an event we couldn't reasonably control.
• Subcontractors. We may use subcontractors, such as Stuart and our hosting providers, but we stay responsible for what we promise in these terms.
• Transfers. You can't transfer this contract without our written agreement. We may transfer it to a business that takes over ours, and we'll tell you if we do.
• Notices. We send notices to the owner's email address we hold. Send yours to hello@smarteatx.com, or by post to our registered office: 4 Admiral Way, Regus House, Doxford International Business Park, Sunderland, Tyne and Wear, SR3 3XW.
• Whole agreement. These terms, your order form and the documents they refer to are our whole agreement. Neither of us relies on anything else said before, but this doesn't limit liability for fraud.
• Our relationship. We're independent businesses. Except for collecting payments for you, neither of us is the other's agent, partner or employer.
• Third parties. No one else has a right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.
• If part fails. If a court decides that part of these terms can't be enforced, the rest still applies. If we don't enforce a right straight away, we can still enforce it later.

24. Law and disputes

These terms, and any dispute about them, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

If you have a complaint, email hello@smarteatx.com first. We'll try to settle it within 30 days before either of us goes to court, unless one of us needs urgent action.

25. Schedule 1: data processing terms

This schedule meets Article 28 of the UK GDPR. In it, customer data means the personal data of your customers that we process for you through the Custom App. Words such as controller, processor, data subject and personal data breach have the meaning the UK GDPR gives them.

Some orders and food preferences, such as halal or gluten-free choices, can hint at a person's religion or health. We don't use customer data to infer such things.

What we must do. We will:

1. Follow your instructions. Process customer data only on your documented instructions: these terms, your Dashboard settings and what you tell us in writing. If the law requires other processing, we'll tell you first unless the law forbids it. We'll tell you if we think an instruction breaks data protection law.
2. Keep it confidential. Make sure everyone who can access customer data is bound to keep it confidential, and accesses only what their work needs.
3. Keep it secure. Take appropriate technical and organisational measures, as Article 32 requires. These include encryption in transit; passwords stored only as strong hashes; each store's data kept apart by database row security; role-based access for our staff, with compulsory two-step sign-in and a record of their actions; regular backups; and monitoring for errors and attacks.
4. Use sub-processors only as agreed. You give us general authorisation to use the sub-processors in Schedule 2. We'll email you at least 30 days before we add or replace one, and you may object on reasonable data protection grounds within that time. If we can't resolve your objection, you may end the contract without penalty before the change. Each sub-processor is bound by data protection terms at least as protective as this schedule, and we remain responsible to you for them.
5. Help with customers' rights. Pass to you, within 5 working days, any request we receive from a customer to exercise their data protection rights, and help you answer it. Customers can also delete their own account in your app: once nothing stops it, such as an order in progress, it's erased 30 days later unless they sign back in.
6. Help with security and breaches. Help you meet your duties under Articles 32 to 36, including on data protection impact assessments. We'll tell you about a personal data breach affecting customer data without undue delay, and in any case within 48 hours of becoming aware of it. We'll tell you what we know, what we're doing about it, and keep you updated.
7. Return or delete it at the end. When the contract ends, give you a copy of customer data if you ask within 30 days, then delete it within 90 days of the end, unless the law requires us to keep it.
8. Show that we comply. Give you the information you reasonably need to show that we meet this schedule, and allow audits, including inspections, by you or an independent auditor bound by confidentiality: at your cost, with at least 30 days' notice, and at most once a year unless a regulator requires it or after a breach.
9. Protect transfers abroad. Transfer customer data outside the UK only when the transfer is covered by UK adequacy regulations, the International Data Transfer Agreement or UK Addendum issued by the Information Commissioner, or another safeguard the UK GDPR allows.

What you must do. You must have a lawful basis for the processing you instruct, give your customers a privacy notice that explains it (including our role), get any consent that's needed, and make sure your instructions are lawful.

Where we act for ourselves. We're a controller in our own right, not your processor, when we use customer data to carry out deliveries (see our Business Delivery Privacy Notice); to take card payments on our Stripe account and keep the payment, refund and charge-back records that the law and card scheme rules require; to protect the service and its users from fraud, abuse and security threats; and where the law requires us to. You instruct us to pass delivery details to our delivery service for this purpose.

If this schedule and the rest of these terms disagree on data protection, this schedule wins.

26. Schedule 2: sub-processors

These are the sub-processors that may process customer data for us:

We'll keep this list up to date, and tell you about changes as Schedule 1 sets out.