By signing this document, you (the Operator) and Hospitality Ordering Solutions Ltd each indicate their acceptance of this Fee Schedule and the Operator Schedule of Work, which together constitute the Operator Agreement.
Settlement – SaaS Fees: The stated SaaS fees will apply on a monthly basis, charged in advance for the length of the contract and will be based on the number of chargeable sites as agreed in the Operator Schedule of Work. A Direct Debit is required to facilitate this payment.
Settlement – Cover Fees: Additional Cover Fees will be calculated based on the total party size/cover count in the SetMenu system minus the inclusive annual covers as agreed in the Operator Schedule of Work. The calculation will consider all covers associated to bookings with whom the arrival date falls during the contract period. All bookings will be included, despite their source (Manual/Synced). The total booking size will be used to determine the amount of chargeable covers. If not all guests are invited or not all of them leave a preorder, a fee will still be chargeable for those guests.
Additional Cover Fees will be charged at the rate agreed with the client. Hospitality Ordering Solutions Ltd will invoice the operator within the first five working days of the expiry of the annual contract for the previous year’s additional cover fees, based on their use of the platform.
Cancelled Bookings: If a booking is made, then cancelled, no guests have yet been invited and no orders have been placed, we will not charge for these covers. If any guests have been invited or orders placed, before the booking is cancelled, the associated total cover count will be chargeable.
Additional services: Additional services such as project management services to support deployment Services may be agreed upon separately at an additional cost.
Natasha’s Law Compliance: It is the Operator’s responsibility to comply with all aspects of this law, making sure that all allergens are recorded and all menus are accurate and up to date. This will not be the responsibility of Hospitality Ordering Solutions Ltd but we will support you to achieve this.
Amendments or terminations to this contract must be made in writing by either party and shall require a notice period of a minimum of three (3) months. At the end of the agreed contract term, if no amendment or termination notice has been served, the agreement will renew automatically. This renewal will follow the same terms as this agreement. The agreement can only be terminated at the end of the agreed contract period and is also subject to a minimum three (3) months notice period as stated above.
Jurisdiction: This agreement shall be governed by and construed in accordance with the laws of the United Kingdom. Any disputes arising under or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts of the United Kingdom.
Dispute Resolution Mechanism: In the event of any dispute arising from this agreement, both parties shall attempt to resolve the issue amicably through negotiation. If a resolution cannot be reached within 30 days, the dispute shall be referred to mediation. If mediation fails, the dispute shall be resolved through arbitration under the laws of the United Kingdom. Legal proceedings shall only be pursued as a last resort.
Breach Consequences: In the event of a breach of this agreement, the non-breaching party shall provide written notice specifying the breach and allow the breaching party a reasonable period (30 days) to remedy it. If the breach is not resolved within the given timeframe, the non-breaching party reserves the right to terminate the agreement.
Each party agrees to maintain the confidentiality of all proprietary and sensitive information received during the course of this agreement. Neither party shall disclose, use, or distribute such information except as necessary to fulfil contractual obligations. Both parties must comply with applicable data protection laws, including but not limited to the UK GDPR and the Data Protection Act 2018. The Operator must ensure that customer data collected through the platform is handled securely and is not shared with unauthorised third parties.
Liability Limitations: Except in cases of gross negligence, fraud, or wilful misconduct, neither party shall be liable for indirect, consequential, or incidental damages arising out of this agreement. The total liability of either party shall not exceed the total fees paid under this agreement in the twelve months preceding the claim. This limitation does not apply to obligations related to confidentiality, data protection, or indemnification obligations set forth in this agreement.
Force Majeure: Neither party shall be held liable for any failure or delay in performing its obligations under this agreement due to events beyond its reasonable control, including but not limited to natural disasters, government actions, pandemics, labour strikes, or technical failures. The affected party must notify the other party promptly and take all reasonable steps to mitigate the impact of such an event.
Emergency maintenance will be conducted by Hospitality Ordering Solutions Ltd as and when it is deemed necessary to either prevent or resolve a P1 incident. Hospitality Ordering Solutions Ltd has the freedom to do this without notice if required.
Whilst Hospitality Ordering Solutions Ltd will endeavour to resolve promptly any issues in respect of the Hospitality Ordering Solutions Ltd products and shall liaise with all third parties accordingly, Hospitality Ordering Solutions Ltd is not responsible for any service issues arising from the services provided by the Payment Processor, Operator’s point of sale provider, bookings provider or any other third party.
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