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ATTENTION: If the Proprietor is a consumer for the purposes of the Consumer Protection Act ("CPA") then, in terms of section 49 of Act 2008 the Proprietor's attention is drawn to the clauses in this Agreement that contain a limitation of the risk or liability of the Company, or constitutes an assumption of risk or liability by the Proprietor, or an indemnification of the Company. These clauses are highlighted and underlined for clarity.
The Company owns and operates the website known as tasti.com ("the Website"). The Website offers various services and functionality to restaurants and other industries including but not limited to: An online reservation system to manage bookings and guests effectively, and to receive reservations via various online channels, An ordering platform to receive online orders., A ticketing platform to sell tickets for events including entrance management and Digital menu functionality for guests to view an online menu via a QR code. The Proprietor wishes to make use of the Website for one or more of the above services in accordance with the terms and conditions enclosed herein. The relationship between the parties will be that of independent contractors. The Proprietor has no authority to contract on behalf of the Company or bind it to any agreements nor may you act as an agent or partner of the Company.
The Proprietor is any owner of any restaurant, takeaway establishment, or any other business and is more fully defined in the relevant registration form completed on the Website. By using the Website in any manner, including but not limited to registering with the Website, submitting material to the Website, or making use of any of the services offered by the Company, the Proprietor accepts these terms and conditions, in full. This shall constitute a binding agreement between the Proprietor and the Company. If the Proprietor disagrees with these terms and conditions or any part thereof, the Proprietor must not use the Website unless the parties have reached a special agreement prior to conclusion hereof. Should this be the case the Company is to submit such terms in writing to the Proprietor. These terms and conditions may be amended from time to time by the Company. The Proprietor shall be notified via email in the event of the terms and conditions being amended, and, save in the event of the Proprietor (or any representative, agent, or employee of the Proprietor accessing the Website) making use of the Website and clicking that it accepts the terms and conditions, should the Proprietor not furnish the Company with notice, in writing, of any objections to such amendments within 24 hours of notification, the Proprietor shall be deemed to have accepted such amendments. The Proprietor or its representative must be at least 18 years of age to use the Website, and the Proprietor warrants that anyone using the Website on behalf of the Proprietor, at any time, is at least 18 years of age. The Company grants a non-exclusive, non-transferrable, and revocable license to access and use the Company's transaction platform on the terms and conditions set out in this Agreement. Access to the Website is permitted on a temporary basis, and the Company reserves the right to withdraw or amend the services offered on the Website without notice. The Company shall provide the Proprietor access to the Website, and shall use its best efforts to ensure that the Website is continuously available; however, the Company shall not be liable if, for any reason, the Website is unavailable at any time for any period and, from time to time, the Company may restrict access to parts or all of the Website. The Proprietor acknowledges and agrees that the Company will not be liable for any loss or damage, howsoever arising, as a consequence of the failure or suspension of the Website, platform, or any mobile application (or part thereof), or as a consequence of the failure of any power or internet service provider. The Company will make reasonable efforts to inform the Proprietor of any measure unless the Company is prohibited from doing so by law or under an order from a competent court or authority.
The Company provides its reservation, ordering, payment platforms, and other products and performs its services for the Proprietor on the terms and conditions as agreed in writing between the Company and Proprietor. Should any fees change, or additional fees apply, these will be agreed in writing between the Proprietor and the Company and will become payable as per invoices sent to the Proprietor. Should any fees charged by the Company increase, no less than 30 days' notice will be provided to the Proprietor via email. Should the Proprietor make use of any of the payment services offered by the Company, such as reservation pre-payments, payments for online orders, ticket sales, or other services involving processing user payments, further transaction and settlement fees will be listed on the Proprietor Registration Form, which the Proprietor will be required to sign. The terms and conditions of the Proprietor Registration Form are treated as incorporated in this agreement. In the event of any conflict between the provisions of the Proprietor Registration Form and this agreement, the provisions of this agreement shall apply. Payment is due in advance. Non-payment of outstanding balances will result in the Restaurant being disabled from using the Website. The Proprietor agrees that any outstanding invoices can be added to the monthly direct debit payment. SMS credits purchased for transactional as well as marketing purposes will expire after 12 months if unused. SMS credits are not refundable. The Company shall have the right to adjust its fees in accordance with any changes in fees it is charged by third parties or for any other reason. In this case, the Company will inform the Proprietor with a notice period of thirty (30) days of such changes taking effect. In this case, the Proprietor has the right to terminate this Agreement without cause with twenty (20) days notice.
DATA The Proprietor agrees that the Company is not responsible for any of the Proprietor's data which is stored on the Company's system save as is provided below: The Proprietor is the responsible party as defined by the Protection of Information Act 4 of 2013 (hereinafter referred to as "POPIA) and the Company is the operator as defined therein. The Company is responsible for complying with its legal obligations, and the Proprietor is responsible for complying with its legal obligations under the applicable laws governing data and the protection of information. By accepting these terms and conditions, the Proprietor warrants to the Company that they are compliant with the appropriate legislation, including but not limited to POPIA and General Data Protection Regulation ("GDPR"). The Company undertakes that the data obtained will only be used for its intended purpose. The Proprietor consents to the Company using personal information for the Company's direct marketing purposes only with the appropriate consent of data subjects. The Company will notify the Proprietor immediately when a breach of data has occurred. The Proprietor warrants that it shall take all relevant and necessary steps as may be required by law to comply with privacy and the protection of personal information legislation. The Company collects and stores personal data on behalf of the Proprietor. The Proprietor will be responsible for any data which the Company processes on its behalf. The Company will establish and maintain reasonable security measures to secure the integrity and confidentiality of any personal information that the Company processes for the Proprietor in accordance with the laws of the Republic of South Africa. The Proprietor indemnifies the Company and holds it harmless from and against any claim, demand, loss, damage, cost or liability (including legal costs) arising out of or relating to the Proprietor failing to comply with its obligations under this clause. In this regard, to the extent permissible by law, the Proprietor agrees to pay costs on an attorney and client basis. On one party's reasonable written request, the other party shall provide the requesting party with the information it has regarding its data and processing that may be reasonably necessary to enable the party requesting the information to comply with its legal obligations. Any costs incurred as a consequence of this request shall be incurred by the requesting party. The Proprietor's data shall mean any information with which the Proprietor (or any third party on behalf of the Proprietor) provides us in relation to the Proprietor; or data which the Company generates in relation to the Proprietor as a consequence of the Proprietor's use of the Website, but excludes any data which the Company derives or creates for the Company's internal purposes or which is proprietary or confidential to the Company or any of its third-party contractors. The Company has implemented the necessary policies and procedures in Compliance with POPIA and GDPR. A copy of which will be provided to the Proprietor. By accepting the terms and conditions contained herein, the Proprietor confirms that they have read the policies and procedures referred to in paragraph 20 above and provides the necessary consent for the Company to make use of/process his/her/its personal information in compliance with the necessary legislation.
The Proprietor hereby grants the Company a non-exclusive, revocable license to use the Proprietor's trademarks, service marks, trade names, logos, and domain names on its Website (which shall include any platform and mobile application operated by the Company). In connection with the grant of this right, the Proprietor represents to the Company that it has sufficient rights and authority to grant the foregoing rights. The Proprietor agrees not to use the Company's trademarks, service marks, trade names, logos, or domain names without the Company's prior written approval. The Proprietor warrants that the Restaurant or business operated by the Proprietor is fully compliant with all statutes, regulations, rules, licenses, and other requirements which may be imposed and agrees to comply with all applicable laws or regulations which may be required to lawfully operate the Proprietor's business. The Proprietor warrants and represents that they will not use the Company's services and systems for illegal purposes and that goods and services offered comply with applicable law in any jurisdiction. This includes especially the duty to comply with national and international laws with respect to money laundering and financing of terrorism and to ensure that data offered or provided by the Proprietor is not in conflict with laws with respect to the protection of minors or the protection of personal rights of third parties.
The Company will not contact users for marketing purposes unless the user has opted in to receive communications from the Company. The Company will otherwise only contact users in order to send automatic confirmations, reminders, and other such information relevant only to the bookings or orders or other transactions which users have made. The Company will not trade, sell, release, share, or transfer user's personal information for use by any business outside the Company without the Proprietor's consent unless permitted or required by law. Booking Partners will only have access to user's information if the user opted in for communication from the Booking Partner when making a booking or order through the Booking Partner's website. The personal information of users, being the name, telephone number, and email address, will be available to the Proprietor. The Proprietor agrees to treat such information as strictly confidential. The Proprietor must always provide the opportunity for a user to opt out of future marketing when making contact for marketing purposes. The Proprietor will not contact users for marketing purposes if the user has opted out of receiving communications from the Proprietor. The Proprietor further agrees to adhere to all data protection and privacy laws and indemnifies the Company and holds it harmless against any claims made against the Company by any user arising as a consequence of the Proprietor's breach of any provision of this agreement.
The Proprietor acknowledges that the Company's Website (and all related pages), including, but not limited to any content, software, text, graphic, trademarks, logos, or any other material contained in or electronically distributed on the Website are owned by the Company and protected by law, save as otherwise provided herein. The Proprietor undertakes that it will not, during the period of the Agreement or following termination of the Agreement, copy the Company's software or develop any similar software using the Company's model. The Proprietor further undertakes not to assist any third party to copy the Company's software or to assist a third party in the development of software similar to that of the Company. The Proprietor shall only use the Website for personal or business purposes and may not use the Website for any other purpose whatsoever. The Proprietor shall not edit or otherwise modify any material on the Website, save for any information relating directly to their business. The Proprietor may not republish material from the Website or sell, rent, or sub-license material from the Website, exploit material from the Website or redistribute material from the Website without the Company's express authorization, in writing (unless the Proprietor owns or controls the relevant rights in the material).
The Company does not and cannot warrant the performance or results that the Proprietor may obtain by using the Website or by using the online booking or ordering functionality. While the Company will take all reasonable measures to ensure an efficient, uninterrupted, and error-free service to all its online customers, however, the Company does not warrant that this will be the case 100% of the time.
-The Company shall not be liable to the Proprietor for any damage or loss it may suffer as a consequence of the breach by any third party who makes use of the Website, including but not limited to:
-The Company shall not be liable for damages to any party should the Proprietor fail to complete an order and/or deliver an order in full or in part for any reason whatsoever.
-The Company shall not be liable for any inaccuracy of menu items.
-The Company will not be liable for any refund as a result of a customer cancelling a booking. It shall be the responsibility of the Proprietor and the customer to resolve such dispute. The Company shall, however, assist where possible.
-The Company will not be liable to the Proprietor for any direct or indirect, incidental or consequential damages or any other damage or for loss of profit, revenue, data, business or use arising out of this Agreement irrespective of whether or not you have been advised or otherwise might have anticipated the possibility of such loss or damage.
-Neither the Company nor any of its employees, representatives or assigns will be liable to any online customer for any loss or damage of whatsoever nature caused by or attributable to any:
-It is the Proprietor’s responsibility to keep their usernames and passwords that they use to access the Website safe, and to keep control of the user profiles that have access to their account. The Company is not responsible for any unauthorised use of the Proprietor’s account, or any profiles linked to their account.
-The Company's total liability to the Proprietor with respect to direct loss or damages arising from the Restaurant using the Website or by using the booking or ordering modules shall not exceed the total amounts paid by the Proprietor to the Company during the 3 (three) months prior to the date of the event giving rise to the initial claim for which damages are recovered hereunder.
-No Party shall have any claim against another Party (the “Affected Party”) for any delay or failure by the Affected Party to carry out any of its obligations under this Agreement arising from or attributable to acts of God, fire, epidemic, war, terrorism, labour action or unrest, breakdown of or damage to electronic, telecommunications or other equipment, law, government or regulatory requirements, or any other cause whatsoever beyond the control of the Affected Party (“force majeure”).
-In no event is the Company liable for damages caused by the Proprietor, the Proprietor’s telecommunications provider or other third parties in the Proprietor’s sphere of responsibility.
-The Company does not actively monitor, moderate reviews and is not responsible for reviews.
-The Company is not responsible for any malicious code or viruses that could originate from using the Platform.
-The aforementioned limitations of liability are also applicable to The Company’s vicarious agents.
-The Company will not be liable for any damages, loss of income or settling funds that are paid into an incorrect bank account, subject to the requirements for changing bank account details as contained in paragraph 61 below.
-Each party (“Indemnifying Party”) hereby agrees to indemnify, defend and hold harmless the other party (“Indemnified Party”) and the Indemnified Party’s officers, employees, representatives and agents, from and against any and all actions, causes of actions, claims, demands, liabilities, losses, judgments, damages or expenses (collectively, "Claim" or "Claims") which the Indemnified Party may at any time incur, sustain or become subject to by reason of Claim or Claims arising from:
-The Indemnified Party must promptly notify the Indemnifying Party in writing of any such Claim or Claims and promptly tenders to the Indemnifying Party control of the defense and any settlement of such Claim or Claims.
-Any costs incurred by the Indemnified party, including but not limited to, damages, expenses, reasonable attorney’s fees and costs awarded against the indemnified party will be paid by the Indemnified party as long as they have complied with clause 54 above.
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The indemnified party can elect to join the proceedings or settlement of any such Claim or Claims at their own cost.
-The Proprietor may intend to accept payments electronically for services, physical goods, vouchers and/or sale of tickets.
-The Company performs technical services to support payments. This includes:
-The Company supports the Proprietor in general in performing technical services with the goal of accepting payments for reservation pre-payments, physical goods , vouchers and/or ticket sales.
-The Company provides to the Proprietor access (limited in time to the term of this agreement or its valid extension, non-exclusive and non-transferrable) to a system that performs and controls payment transactions.
-The proprietor shall, at all material times, maintain a cancellation policy. Such policy must be accurate and up to date and outline when a refund is due to a user.
Where a refund is due to a user, and the booking has been made via the Company, the Proprietor undertakes to action such refund via the Company and not to refund the user directly.
- The proprietor may choose their payments to be paid out on the first business day after the completion of the transaction, I.e. booking, order or event date, or choose a different frequency, or when the sum of the payments owing reaches a certain amount. All payments will be aggregated and transferred to the Proprietor’s bank account as specified in the Proprietor Registration Form subject to:
-The Company having no reason to believe that the funds may need to be refunded to any or all of the users.
-It is the Proprietor’s responsibility to ensure that the Company is making payment into the correct bank account. By completing the Proprietor Registration Form and / or accepting these terms and conditions, the Proprietor warrants that a duly authorized person has done so and warrants that the correct banking details have been provided to the Company. The Company will not be liable for any incorrect details provided. The bank account to which the funds are released is displayed on every settlement report. If this is incorrect, or if the Proprietor’s bank account details change, the Proprietor must notify the Company in writing to support@dineplan.com immediately and must receive confirmation of receipt from the Company. In the event that no written confirmation is received from the Company, the Proprietor has a duty to contact the Company and obtain written confirmation from the Company in respect of the change in bank details.
-The amount transferred will be net of all settlement, transaction and payout fees as described in the Proprietor Registration Form.
-Should the Proprietor have outstanding invoices owed to the Company, for any related or unrelated services, the amount outstanding can be deducted by the Company from the balance paid to the Proprietor, to settle the outstanding invoices. The Company will communicate the full details of any such payments to the Proprietor via email.
-The Proprietor will receive a settlement report each time a payment is made from the Company to the Proprietor. The report will detail the individual transactions making up the total amount transferred, including any deducted fees such as settlement or transaction fees. The Proprietor will ensure that the Company has the correct email address to ensure that the reports are successfully delivered to the Proprietor. The Company will not take responsibility for failing to provide the correct details.
-Should the balance due to the Proprietor be negative, I.e. the Proprietor owes money to the Company due to refunds having been made, either:
-The timing of when the amount will clear in the Proprietor’s bank account after transfer is made by the Company, is subject to the interbank clearing period.
-For Card payments, the payment status of the corresponding booking, order or ticket in Dineplan is updated at the time of a successful payment. For payments made via Electronic Funds Transfer (hereafter ‘EFT’), the payment status of the corresponding booking or ticket is only updated as paid once the funds settle in the Company’s account. This delay is subject to the interbank clearing period. Confirmation of payment, and tickets if applicable, are emailed to guests once payment is received and the payment status in Dineplan is updated. Payment by EFT is not possible for online ordering.
-All EFT payments are only recognized if the correct payment reference number is used by the payer. If the incorrect reference number is used, then the payer or restaurant must email proof of payment to support@dineplan.com for the payment to be captured and allocated manually in Dineplan.
-The Proprietor acknowledges and agrees that the Company operates its services as a technical service provider for the purposes of performing payment transactions and that the Company under no circumstances
In the event that a Consumer disputes a payment with their bank, the Company will be required to demonstrate proof to the banks involved that the payment was warranted, and services or products paid for were supplied to the Consumer. The Company will, to the extent that it is reasonably possible, work with the Proprietor and Consumer to avoid any charge backs being processed, but should a charge be reversed by the bank, the Proprietor will be required to refund the Company, whether they believe they are at fault or not. Any amounts due to the Company will either be deducted from any amounts owed to the Proprietor, or should insufficient funds be available for this purpose, an invoice will be issued to the Proprietor and such invoice shall be payable on presentation.
The Proprietor will indicate whether takeaway orders must be collected by the user or whether the Proprietor will offer a delivery service.
The Proprietor must specify and may charge a delivery fee per order to the user.
The Proprietor must specify the maximum distance the delivery service will travel for any order.
Once payment is made and confirmed, the Proprietor will be notified by email and SMS and must accept or decline the order within an acceptable time frame.
The Proprietor shall have no claim for any loss or damage, howsoever arising, in the event of the Proprietor having failed to accept the order timeously or at all.
Any payment received by the Company for orders, that have not been accepted or declined by the proprietor, will be held by the Company during the pending stage.
The Proprietor may decline an order for any reason, if that order has not yet been accepted. Once an order has been accepted by the Proprietor, it cannot be cancelled.
In the event that the Proprietor has no intention of successfully completing the order, they shall not accept such order.
Settlement fees as per the Proprietor Registration Form are charged on all orders, whether they are accepted, declined or cancelled by the user.
Once the order is accepted by the Proprietor, the sale between the Consumer and the Company is completed. The Proprietor is responsible for ensuring the Consumer receives the order. The Company shall have no liability to the Proprietor in the event of any claim by any Consumer for their failure to receive an order whether in whole or in part or for the accuracy of the order and the Proprietor indemnifies the Company and holds it harmless against any such claim made against the Proprietor as a consequence of any dispute, howsoever arising, between the Proprietor and the Consumer. The Company only provides the Platform to facilitate transactions.
Online menus are used for the online and table ordering platform, and the digital menu functionality provided by The Company. The Proprietor will have access to update and change their menu(s).
It is the Proprietor’s responsibility to ensure that their menu(s) are up to date and accurate at all times. This includes menu categories, items, descriptions, images, and prices. The Company may assist the Proprietor from time to time, but the Proprietor accepts sole responsibility for the accuracy of any changes made by themselves or The Company and of their menu in its entirety.
The availability settings of the Proprietor’s services via the booking or ordering module must be kept up to date and accurate by the Proprietor. This includes, but is not limited to, dates, times, sizes, numbers of people or types of items available. The Company may assist the Proprietor with updating their account settings from time to time, but it remains the responsibility of the Proprietor to check the accuracy of any changes made by themselves or The Company.
Either Party may terminate this Agreement without cause by providing not less than 1 (one) calendar month’s written notice to that effect, on the other Party.
If Consumers have made payments for future bookings, orders, or tickets, the settlement cycle of these payments will remain. I.e. the payments will be released to the Proprietor the first business day after the booking, order, or event date.
Either party ("Aggrieved Party") may terminate this Agreement immediately on written notice to the other Party ("Defaulting Party") in the event that the Defaulting Party:
becomes insolvent
makes or is the subject of an application for its winding-up, whether provisionally or finally;
makes or attempts to make a compromise with its creditors; or
commits a material breach of any of its obligations under this Agreement and fails to remedy such breach within 7 (seven) days after receipt of written notice from the Aggrieved Party requesting that the breach be remedied.
Without limiting the aforegoing, in the event that the Proprietor fails to pay any amount due to The Company in terms of this Agreement within 7 (seven) days following the due date for such payment, The Company may, in its sole discretion and without prejudice to any of its rights, either terminate the Agreement immediately or suspend service until such payment has been received.
In the event of termination of this Agreement, the Restaurant will no longer have access to the Website, and any amounts due to The Company shall become immediately due and payable.
Should either party cancel and/or terminate the agreement prior to the expiration of a period for which pre-paid services have been made, no refund or discount will be provided by The Company.
The Parties select as their respective domicilia citandi et executandi, and for the purposes of giving or sending any notice provided for or required in terms of this Agreement, the addresses (including email addresses) as used in the Proprietor’s user accounts, or such other address as a Party elect in writing.
Any notice addressed to a Party at its physical or postal address shall be sent by prepaid registered post or delivered by hand.
Any notice shall be deemed to have been given:
The parties hereby consent to the jurisdiction of the South African Magistrate Court for the institution of any action resulting from this Agreement, however the Company reserves its rights to institute action in any other competent court of law.
In the event of the Proprietor not being subject to the CPA and the Proprietor committing any breach of this Agreement or in the event of the Company being required to take any legal action, the Proprietor agrees and undertakes to pay the Company’s legal costs as between attorney and own client including collection commission, tracing fees, valuation charges, transport costs and other expenses in connection therewith.
The Company shall own all right, title and interest in and to its technology, software and services, and all Intellectual Property rights in and to the foregoing. The Proprietor shall acquire no right, title or interest in any Intellectual Property rights related to the Company’s technology, services or software.
This Agreement sets forth the entire Agreement between the parties as regards the subject matter hereof, and supersedes any and all prior Agreements, between the parties with respect to the subject matter hereof. However, in the event that the Company and the Proprietor have entered into special agreement prior hereto and not contained herein, the Company will confirm in writing those special arrangements and furnish the Proprietor with same.
No relaxation which the Company may have permitted on any occasion in regard to the carrying out of the Proprietor’s obligations shall prejudice or be regarded as a waiver of the Company's rights to enforce those obligations on any subsequent occasion.
No waiver, suspension or postponement by any Party of any right arising out of or in connection with this Agreement shall be of any force or effect unless in writing and signed by such Party. Any such waiver, suspension or postponement will be effective only in the specific instance and for the purpose given.
This Agreement is severable, such that the invalidity of any part or parts of the contract does not have the effect of invalidating the remainder of the contract.
The Proprietor warrants that anyone operating the Website or platform on its behalf is authorized to do so and to contract for and on behalf of the Proprietor.
The Proprietor warrants that it has taken independent legal advice in relation to this agreement.
The Proprietor may not cede, delegate or assign any rights or obligations under this Agreement or any part, share or interest herein, without the prior signed and written consent of the Company.
