Restaurant Partner Terms and Conditions

Restaurant Partner Terms and Conditions

1               Definitions

"Annual Subscription Fee"

means the fee payable by the Restaurant Partner for use of the Services for a Subscription Period of 12 or 24  calendar months as set out in the Restaurant Portal;

"Customer"

means any person who submits an Order via OrderZing;

"Customer Refund"

means any full or partial refund of the Order Amount made to the Customer by the Restaurant Partner;

"Data Protection Laws"

means the Data Protection Act and any subsequent or replacement laws, rules or regulations;

"Fees"

means the Subscription Fee, Order Processing Fee and, if applicable, the Set Up Fee, the purchase price of the Printer, the Printer Access Fee and any other fees arising in accordance with clause 7.13;

"Live Trial"

means a live trial of the Services made available to the Restaurant Partners in accordance with clause 2;

"Items"

means the food and drinks as set out in the Menu available to Customers from the Restaurant Partner through OrderZing;

"Menu"

means a detailed list of the Restaurant Partner's Items available to the Customer including the Items prices and all other information as required by these Terms or by Slate Apps from time to time;

"Monthly Subscription Fee"

means the fee payable by the Restaurant Partner for use of the Services for a Subscription Period of 1 calendar month.

"Online Payment"

means a payment by the Customer for the Order through OrderZing for the Order Amount;

"Order Amount"

means, in relation to any Items, the price actually charged to the Customer less any discounts;

"Order"

means the Customer's choice of Items submitted via OrderZing;

"Order Processing Fees"

means the fees set out on the Restaurant Portal which are payable by the Restaurant Partner for each Order to Slate Apps, which relate to the charges incurred by Slate Apps by the debt/credit card company or any merchant service provider plus a percentage mark-up, as set out in the Restaurant Portal;

"OrderZing"

the mobile application available to the Customer which is the platform for providing details of the Menu and for the Customer to make an Order at the Restaurant;

"Printer"

means the internet enabled Printer provided to the Restaurant Partner as part of the Services or such other printer that the Restaurant Partner may purchase from Slate Apps from time to time;

"Printer Access Fee"

means the fee payable by the Restaurant Partner to Slate Apps on a monthly basis for access to a mobile network connection for the Subscription Period;

"Restaurant Partner Bank Details"

means the bank details of the Restaurant Partner as detailed on the Restaurant Portal;

"Restaurant Partner"

means any firm or company or unincorporated association which subscribes to the Services via the Website;

"Restaurant Portal"

means the online portal specific to each Restaurant Partner detailing the Information and the Settings, details of any Orders and Order Amount and such other information as is required for the provision of the Services;

"Services"

means the services provided by Slate Apps during the Subscription Period and any Renewal Period for the Restaurant Partner in accepting Orders from Customers via OrderZing, processing such Orders to the Restaurant Partner, social media advertising for the Restaurant Partner, the provision of business management tools through the Restaurant Portal and any other services that Slate Apps may provide to the Restaurant Partners related to the above from time to time;

"Settings"

means the Restaurant Partner's ID, password, Restaurant Partner Bank Details, Fee details, Menu details and such other information as Slate Apps may require from time to time to provide the Services, which are all set out on the Restaurant Portal;

"Set Up Fee"

means the administration fee payable by the Restaurant Partner to Slate Apps on commencement of the Subscription Period;

"Slate Apps"

Slate Apps Limited, a company registered in England and Wales with company number 06898498 whose registered office is at Studio 201 39-51 Berkshire House High Street Ascot SL5 7HY;

"Subscription Fee"

means the fee payable by the Restaurant Partner to Slate Apps in respect of the Services for the Subscription Period and any Renewal Period as set out in the Restaurant Portal or as amended by Slate Apps in accordance with clause 7.13;

"Subscription Period"

the period commencing in accordance with clause 3.1 and continuing for the period set out in the Restaurant Portal;

"Website"

means www.orderzing.com or such other site as Slate Apps determines from time to time where the Restaurant Partner.

 

The Terms and the information set out on the Restaurant Portal together are referred to as the "Agreement".

2               Demo and Live Trial

2.1          Slate Apps offers via the Website a free demonstration of the Services which allows the Restaurant Partner to facilitate orders with fake card transactions.  If the Restaurant Partner accepts an Order via the Service during any demonstration period then the Restaurant Partner will be responsible for collecting payment for the Items from the Customer.

2.2          The Restaurant Partner can take part in a 14 day Live Trial by providing Slate Apps with the information set out in clause 2.3.

2.3          The Restaurant Partner will be required to provide Slate Apps via the Restaurant Portal with:

2.3.1      valid credit card details for payment of the Fees following expiration of the Live Trial;

2.3.2      the Restaurant Partner Bank Details for payment of any Order Amounts;

2.3.3      details of the Printer required by the Restaurant Partner for the Services following consultation with Slate Apps;

2.3.4      all other information as required by clause 4;

in order to sign up for the Live Trial.

2.4          Slate Apps will not charge the Restaurant Partner the Fees until the Live Trial has expired but Slate Apps reserves the right to charge the Restaurant Partner  for any costs incurred due to the Restaurant Partner's use of the Service during the Live Trial.  Slate Apps reserves the right to deduct such amounts from the Restaurant Partner's registered credit card.  

2.5          The Restaurant Partner will be required to cancel the Live Trial at least 1 day prior to the end of the Live Trial.  If the Restaurant Partner does not cancel the Live Trial in accordance with this clause then Slate Apps will automatically charge the Restaurant Partner the Fees for the Subscription Period and, if applicable, the Printer selected by the Restaurant Partner and the Agreement between the parties will commence in accordance with clause 3.1.

2.6          The Restaurant Partner will have access to Orders during the Live Trial via the Restaurant Portal. Slate Apps will not dispatch any Printer until after commencement of the Subscription Period.

2.7          The Restaurant Partner acknowledges that these Terms apply to any use of the Services in any Trial Period.

3               Commencement of the Services

3.1          Slate Apps shall provide the Services to the Restaurant Partner for the Subscription Period which shall commence upon payment by the Restaurant Partner of the Fees and acceptance by Slate Apps of the Restaurant Partner.  The Agreement shall continue for the Subscription Period unless terminated by either party in accordance with clause 7.15 or clause 15.

3.2          If the Agreement is not terminated in accordance with clause 7.15 or clause 15 the Agreement will automatically renew for further Subscription Periods ("Renewal Periods").

3.3          At the commencement of each Renewal Period Slate Apps shall automatically charge the Restaurant Partner the applicable Fees.

4               The Restaurant Partner's Responsibilities

4.1          The Restaurant Partner shall provide true, accurate and complete information about itself and its business as requested from Slate Apps from time to time including full contact details, email addresses and mobile telephone number ("Information").

4.2          The Restaurant Partner shall maintain and promptly update the Information Slate Apps holds about the Restaurant Partner to keep it true, accurate, current and complete.  The Restaurant Partner shall review the Restaurant Portal on a regular basis and promptly advise Slate Apps of any changes.

4.3          The Restaurant Partner shall be responsible for making any changes to the Menu and for the accuracy of the Menu.  Slate Apps cannot be held responsible for any errors in the Menu.

4.4          Slate Apps reserves the right to charge the Restaurant Partner an administration fee related to any changes to the Restaurant Partner's Menu whether required by the Restaurant Partner or at the request of Slate Apps, due to the description or image of the Items, or the quality of the Items or service provided by the Restaurant Partner to the Customer, in Slate Apps reasonable opinion, being unacceptable or not of an appropriate standard.

4.5          The Restaurant Partner undertakes to obtain and at all times maintain all necessary licences and consents and to comply at all times with all applicable laws and regulations in the supply and delivery of Items to Customers.

4.6          The Restaurant Partner shall inform Slate Apps immediately of any investigation by any Government body into the Restaurant Partner or its business practices and disclose to Slate Apps the results of such investigation.

4.7          The Restaurant Partner is solely responsible for maintaining the confidentiality of the Restaurant Partner's ID and password and is fully responsible for all activities that occur using such ID and password.  The Restaurant Partner agrees to notify Slate Apps immediately if at any time it becomes aware of any unauthorised use of the Restaurant Partner's ID and password or any other breach of security.

4.8          It is the Restaurant Partner's responsibility to ensure the prices for the Items as set out in the Menu are correct.

4.9          The Restaurant Partner will be responsible for ensuring that any photograph used in the Menu is a true representation of the Items.

4.10       The Restaurant Partner shall deliver the Items to the Customer within a reasonable time frame and will advise the Customer if the Customer is likely to experience a delay in the delivery of the Items.

4.11       The Restaurant Partner shall ensure that any materials uploaded to the Restaurant Portal do not contain any material or content which is in any way defamatory, obscene, unlawful, harmful, offensive or inappropriate or infringes the rights of a third party or may have the effect of being harassing, threatening, abusive or hateful or that otherwise degrades or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability.

4.12        The Restaurant Partner will be solely responsible for dealing with any Customer complaints relating to the Items or the provisions of the Items to the Customer. Slate Apps will have no responsibility for any such complaints.  The Restaurant Partner will have sole discretion to make a Customer Refund which shall be submitted via the Restaurant Portal.  If there is insufficient balance to action the Customer Refund via the Restaurant Portal the Restaurant Partner will be required to refund the Customer direct. 

4.13       Slate Apps will pass all Customer complaints received by Slate Apps to the Restaurant Partner.  If the Restaurant Partner fails to deal with any Customer complaint Slate Apps may charge the Restaurant Partner for its time in dealing with any Customer complaint. If Slate Apps believes in its reasonable opinion a refund should be made to the Customer, Slate Apps shall deduct such amount from the amounts due to the Restaurant Partner.

4.14       The Restaurant Partner will be responsible for updating the Restaurant Portal with any Restaurant Partner promotions available for the Items.  Slate Apps will not be responsible for any Orders received which relate to an expired promotional offer or for any errors in the promotional codes provided by the Restaurant Partner.

5               Service Printers

5.1          Within a reasonable period of time from commencement of the Subscription Period Slate Apps shall provide the Restaurant Partner with the Printer(s) requested by the Restaurant Partner.  This clause 5.1 will not apply to a Renewal Period.

5.2          If the Restaurant Partner requires a Printer with access to a mobile network connection the Restaurant Partner will be responsible for the purchase price of the Printer and the Printer Access Fee.

5.3          The Restaurant Partner acknowledges that the set up requirements, installation and maintenance of the Printer(s) will be the sole responsibility of the Restaurant Partner.  Slate Apps will provide the Restaurant Partner with instructions for the set up, installation and maintenance requirements of the Printer(s).

5.4          Slate Apps will, if required by the Restaurant Partner, provide assistance with the installation of the Printer.  Slate Apps reserves the right to charge a fee for such assistance.  The Restaurant Partner acknowledges that Slate Apps will have no liability to the Restaurant Partner in relation to the installation assistance provided by Slate Apps. It is the Restaurant Partner's responsibility to ensure that the Printer is correctly connected to the Restaurant Partner's network and is functioning correctly.

5.5          All consumables required for the running of the Printer will be the responsibility of the Restaurant Partner.

5.6          Slate Apps will not be responsible for any problems with the transmission of the Orders as a result of the failure of the Restaurant Partner to comply with the installation instructions or maintenance of the Printer(s) or for any issues, if applicable, relating to the mobile network connection.

5.7          The Restaurant Partner may from time to time purchase additional or replacement Printers from Slate Apps via the Restaurant Portal.

5.8          The Restaurant Partner will have the ability to review Orders via the Restaurant Portal.

6               Orders

6.1          Slate Apps procures Orders from Customers on behalf of the Restaurant Partner, and transmits these Orders to the Restaurant Partner via:

6.1.1      the Restaurant Portal during the Live Trial; and

6.1.2      the Restaurant Portal and the Printer during the Subscription Period.

6.2          All Orders will be deemed accepted by the Restaurant Partner following transmission in accordance with clause 6.1.

6.3          The Restaurant Partner acknowledges that the OrderZing app may not be compatible with all mobile phones.  Slate Apps will use reasonable endeavours to update the OrderZing app to rectify, where possible, any compatibility issues.

6.4          The Restaurant Partner acknowledges that the design and functionality may not be compatible with screen readers.

6.5          It will be the responsibility of the Restaurant Partner to update the Restaurant Portal if they are unable to accept Orders at anytime or if any of the Items are unavailable.

6.6          After transmission of the Order in accordance with clause 6.1 the Restaurant Partner will need to advise the Customer directly if there are any issues with the Order such as any of the Items being unavailable.  Slate Apps will not accept any responsibility for any errors with the Order which are as a result of the Restaurant Partner failing to update the Restaurant Portal with changes in the price of the Items, availability of the Items or inability of the Restaurant Partner to process Orders.

6.7          Acceptance of the Order from Slate Apps implies acceptance of these Terms by the Restaurant Partner, and authorises the Restaurant Partner to provide the Items to the Customer, as described in the Order.

6.8          Items offered to Customers by the Restaurant Partner through the Service, and Orders procured by Slate Apps on behalf of the Restaurant Partner, must not be disadvantaged in any way when compared to the Items offered by the Restaurant Partner direct to members of the public and/or orders received direct from members of the public.

6.9          The use of e-mail shall be considered by both parties as constituting written communication between them.

7               Fees and Payments

7.1          The Restaurant Partner shall pay Slate Apps the Fees for the Services.  A valid payment method, including credit card, is required to process the payment for the Services.  The Restaurant Partner will be required to provide such information when subscribing for the Service. During the Subscription Period Slate Apps may deduct any sums due and payable to Slate Apps under this clause 7 from the debit/credit card registered by the Restaurant Partner. 

7.2          If the Restaurant Partner opts to pay the Annual Subscription Fee the Subscription Fee shall be payable on commencement of this Agreement and on the commencement of any Renewal Period.

7.3          If the Restaurant Partner opts to pay the Monthly Subscription Fee then the first instalment shall be paid on the commencement of the Agreement and thereafter on the 1st working day of each calendar month for the Subscription Period and for any Renewal Period.

7.4          The Restaurant Partner acknowledges that all Fees are non-refundable.

7.5          Slate Apps reserves the right but shall not be required to pay to the Restaurant Partner an interim payment on or around the 14th of each Calendar Month equalling the Online Payments for any Orders completed satisfactorily by the Restaurant Partner during the previous 14 days ("Interim Payment").

7.6          At the end of the Live Trial and each calendar month during the Subscription Period Slate Apps will provide the Restaurant Partner with a summary detailing the Online Payments received for Orders during the preceding month (or during the Live Trial, if applicable) including any Customer Refunds ("Monthly Orders"), details of any Interim Payment made to the Restaurant Partner, details of the Order Processing Fees along with any additional sums payable by the Restaurant Partner in accordance with clause 7.13 ("Monthly Orders Statement").

7.7          Slate Apps will within a reasonable period of time from the date of the Monthly Orders Statement transfer to the Restaurant Partner by bank transfer the balance of the Online Payments after deducting the Order Processing Fees any Interim Payment made and any additional sums incurred in accordance with clause 7.13 as set out in the Monthly Order Statement.  Slate Apps will notify the Restaurant Partner if the balance of the Online Payments is not sufficient to cover the sums due to Slate Apps. 

7.8          Slate Apps reserves the right to deduct any amounts past, present or future owed to Slate Apps by the Restaurant Partner out of the Online Payments before the balance of those payments is transferred to the Restaurant Partner.

7.9          Any Fees which are overdue will be charged interest at the rate of 4% per annum above HSBC's base rate from time to time.  Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement.  The Restaurant Partner shall pay the interest together with the overdue amount.

7.10       In the event that the Fees remain unpaid after the due date, Slate Apps may discontinue, withhold or suspend the Services.  Slate Apps will not and cannot be held liable for loss of business, revenue or goodwill resulting from the suspension, withholding or discontinuation of the Services.

7.11       If the Restaurant Partner disputes the Monthly Order Statement, the Restaurant Partner must notify Slate Apps in writing within 7 days from the date of the Monthly Order Statement.  Failure to so notify Slate Apps shall result in a waiver by the Restaurant Partner of any claim relating to the disputed Monthly Order Statement.

7.12       Slate Apps shall be entitled to offset any debt or claim of any nature which Slate Apps might have against the Restaurant Partner against any sums due from Slate Apps to the Restaurant Partner.

7.13       The Restaurant Partner acknowledges that the Restaurant Partner will be responsible for any credit/debit card processing fees and charges levied by the cred/debit card company or merchant service provider or any other fees or charges which arise as a result of a payment being made by the Customer via a credit/debit card or withheld due to the failure by the Restaurant Partner to comply with the Order or due to misuse of the credit/debit card including any chargebacks.

7.14       The Restaurant Partner acknowledges that Slate Apps will not be responsible for any loss incurred by the Restaurant Partner as a result of any misuse of any credit/debit card.

7.15       The parties agree that Slate Apps may review and increase the Fee, provided that such charges cannot be increased more than once in any Subscription Period.  Slate Apps shall give the Restaurant Partner written notice of any such increase 30 days before the proposed date of that increase.  If such increase is not acceptable to the Restaurant Partner, it may, within 14 days of such notice being received terminate the Agreement with immediate effect by giving written notice to Slate Apps.

8               Confidentiality

A party ("Receiving Party") shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to, or otherwise obtained by, the Receiving Party by the other party ("Disclosing Party"), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its Items or its services which the Receiving Party may obtain.  The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Agreement, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.  This clause 8 shall survive termination of the Agreement.

9               Assignment and subcontracting

9.1          The Restaurant Partner shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement without the prior written consent of Slate Apps.

9.2          Slate Apps may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party or agent.

10            Service availability

Slate Apps intends to make OrderZing available to Customers for a period of 24 hours per day but offers no guarantee that the Services will be available at any particular time or continuously. Slate Apps will not be responsible for any lack of availability of OrderZing.

11            Limitation of Liability

11.1       To the extent permitted by law, Slate Apps provides the Service on an "as-is" and "as available" basis and makes no representation or warranty of any kind, express or implied, regarding the availability of the Services, or that it will be timely or error-free, that defects will be corrected, or that the hardware and/or software that makes it available are free of viruses or other harmful components.

11.2       Nothing in these Terms shall operate to exclude or limit either party's liability for death or personal injury caused by negligence, or fraud, or any other liability which cannot be excluded or limited under applicable law.

12            Indemnity

12.1       The Restaurant Partner shall keep Slate Apps indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by Slate Apps as a result of or in connection with:

12.1.1   any claim made by a third party arising out of, or in connection with a breach of, negligent performance or failure or delay in performance by the Restaurant Partner, its employees, agents or subcontractors;

12.1.2   any claims made by Customers relating to an Order fulfilled by the Restaurant Partner;

12.1.3   any claims made by Customers relating to the failure by the Restaurant Partner to fulfil an Order; and

12.1.4   any breach by the Restaurant Partner of the terms of this Agreement.

12.2       For the duration of the Agreement, the Restaurant Partner shall maintain in force, with a reputable insurance company, professional indemnity insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Agreement and shall, on Slate Apps request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.

13            Data Protection

Where, the Restaurant Provider processes Customer personal data as defined in the Data Protection Laws, the Restaurant Provider shall process such personal data in accordance with the Data Protection Laws and other applicable privacy laws.  In particular, the Restaurant Provider shall maintain technical and organizational security measures and safeguards sufficient to comply with at least those obligations imposed on controllers by the Data Protection Laws.

14            Grant of licence and intellectual property rights

14.1       By agreeing to be bound by these Terms and listing any Items for sale on OrderZing, the Restaurant Partner grants Slate Apps a non-exclusive, royalty-free licence to distribute all text, information, data, software, executable code, images, audio or video material, in whatever medium or form provided to Slate Apps by the Restaurant Partner for incorporation on OrderZing ("Restaurant Partner Content").

14.2       Slate Apps grants to the Restaurant Partner a limited non-transferable licence to access and make use of OrderZing in order to advertise Items for sale in accordance with the Agreement only.  Slate Apps' licence to the Restaurant Partner expressly excludes, without limitation: any resale or commercial use of OrderZing; any modifying, distributing, copying, republishing or making any derivative of OrderZing or any part of OrderZing; and the collection and use of e-mail address or other information provided by a Customer or other visitors to OrderZing otherwise than in accordance with the provisions of the Agreement.

14.3       Slate Apps retains all intellectual property rights in OrderZing and in any trade marks, trade names, service marks, trade addresses, logos, URLs or identifying slogans, whether or not registered, and the licence grant set out in clause 14.2 shall not be taken to grant any rights to the Restaurant Partner in respect of any such intellectual property rights.  The Restaurant Partner also acknowledges that Slate Apps owns the goodwill in OrderZing.

14.4       The Restaurant Partner may not customise the OrderZing app or wrap the app in any way without the prior written consent of Slate Apps. The Restaurant Partner may only advertise the OrderZing App as agreed by Slate Apps.

14.5       The Restaurant Partner acknowledges that it is only allowed to access and provide access to Customers to the OrderZing app via the URL provided by Slate Apps and by no other means.

14.6       Title to and ownership of all intellectual property rights embodied by or otherwise incorporated into the Restaurant Partner Content shall remain with the Restaurant Partner.

14.7       Any and all information provided by Customers to OrderZing (such as names, addresses and e-mail addresses) that is collected through any Customer registration process or otherwise shall be owned by Slate Apps.

14.8       The Restaurant Partner shall indemnify Slate Apps against all costs, claims, damages, losses and/or expenses arising as a result of any claim or action that any of the Restaurant Partner Content, the materials comprising the Restaurant Partner Content (in any electronic or physical form) and/or any of the Restaurant Partner's trade marks, trade names, service marks, trade dress, logos, URLs or identifying slogans, whether registered or not, infringe any intellectual property rights belonging to any third party.

15            Termination

15.1       Either the Restaurant Partner or Slate Apps may at any time terminate the Agreement by giving the other not less than 7 days' notice to expire on or before the end of the Subscription Period or any Renewal Period.  The Restaurant Partner can terminate the Subscription Period or any Renewal Period via the Restaurant Portal.

15.2       Slate Apps will determine, in its sole discretion, whether there has been a breach of the Agreement through the Restaurant Partner's use of OrderZing.  Where a breach of the Agreement has occurred, Slate Apps may take such action as Slate Apps deem appropriate.

15.3       Failure to comply with the Agreement may result in Slate Apps taking all or any of the following actions (without prejudice to any other rights or remedies set out in the Agreement or at law):

15.3.1   immediate termination of the Agreement;

15.3.2   immediate, temporary or permanent withdrawal of the Restaurant Partner's right to use OrderZing or be featured on OrderZing;

15.3.3   immediate, temporary or permanent withdrawal of any posting or material uploaded by the Restaurant Partner to OrderZing;

15.3.4   issue of a warning to the Restaurant Partner;

15.3.5   issue legal proceedings against the Restaurant Partner;

15.3.6   reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;

15.3.7   disclosure of such information to law enforcement authorities and/or regulatory authorities as Slate Apps reasonable feel is necessary.

15.4       Termination of the Agreement for whatever reason shall not affect the accrued rights and liabilities of the Restaurant Partner and Slate Apps arising in any way out of the Agreement as at the date of termination.

16            Promotion and Marketing

16.1       Unless the Restaurant Partner provides Slate Apps with a written notice that they do not wish to be included in promotional materials, notifications and advertisements, a brief announcement that the Restaurant Partner has entered into an agreement for the provision of the Services with Slate Apps may be sent to relevant press organizations in order to gain PR coverage for Slate Apps and the Services.

16.2       Slate Apps may also include the Restaurant Partner name or trade mark in its list of customers on the Website and/or in printed materials for advertising and marketing purposes.

17            General Provisions

17.1       No failure or delay by a party to exercise 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 preclude or restrict the further exercise of that or any other right or remedy.  No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

17.2       A party shall not be in breach of the Agreement, nor liable for any failure or delay in performance of any obligations under the Agreement arising from or attributable to acts, events, omissions or accidents beyond its reasonable control.

17.3       A person who is not a party to the Agreement shall not have any rights under or in connection with it.

17.4       The Restaurant Partner shall not permit any person to make any public announcement concerning the arrangements which are the subject of the Agreement without Slate Apps prior written consent, except as required by law or any governmental or regulatory authority or by any court or other authority of competent jurisdiction.

17.5       The Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between us relating to its subject matter.  The Restaurant Partner acknowledges that, in entering into the Agreement, the Restaurant Partner has not relied on and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Agreement.  Nothing in this clause 17.5 shall limit or exclude any liability for fraud.

17.6       Slate Apps may revise the Agreement from time to time by giving the Restaurant Partner written notice.

17.7       If any provision of the Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected.

17.8       Notices will be sent to the Restaurant Partner at the e-mail address the Restaurant Partner provides to Slate Apps and as set out in the Restaurant Portal.  The Restaurant Partner may send Slate Apps notices to the e-mail address support@orderzing.com marked for the attention of Restaurant Partner Support.  Any communication by email shall be deemed to have been made at the time and date of transmission.  This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

17.9       The Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter.