These Venue Terms and Conditions (Venue Terms) set out the basis on which participating venues (You) may promote and sell goods and services to patrons using the TableTime platform, comprising both the website www.tabletime.com.au and associated software applications (TableTime), as provided by TableTime Pty Ltd ACN 621 209 925 (Us, We).
These Venue Terms form the basis of the legally binding agreement between You and Us regarding your use of TableTime.
You acknowledge and agree to be bound by these Venue Terms where You:
- communicate to Us either verbally or in writing your acceptance of the Venue Terms;
- create an account to enable You to utilise TableTime; or
- otherwise commence using TableTime for the purposes of advertising, promoting or providing your goods and services to customers.
You must only use TableTime in accordance with the provisions of these Venue Terms and Conditions.
Your agreement with Us commences upon your acceptance of these Venue Terms and will expire on the date our agreement is terminated in accordance with clause 12.
Use of TableTime
You must actively use TableTime to promote and advertise the goods and services that are available for purchase from your venue by customers.
You must make your goods and services available on TableTime each trading day and during Your usual trading hours.
Where a customer has purchased goods or services from You using TableTime, payment must be made by the customer using TableTime at the time of placing their order.
All funds received for purchases made by customers through TableTime (Funds) will be paid directly into a holding account controlled by Us. The Funds will be distributed to your nominated bank account on a once daily basis (excluding weekends and public or banking holidays) less any Fees and Charges (as that term is defined in clause 6) that we are entitled to retain in accordance with these Venue Terms.
In the event of a customer payment for an order being dishonoured, or a chargeback event occurring from a customer’s bank due to the customer disputing a credit card charge for the payment of an order through TableTime, if the Funds for that order have been distributed to your nominated account, We will notify You of the dishonoured payment or chargeback and, at our election:
- provide you with an invoice for payment of the relevant amount of Funds; or
- deduct the relevant amount of Funds for the dishonoured payment from the next distribution of Funds to You.
You are responsible for determining whether you will deliver goods and services that have been purchased directly to your customers, or whether you will require your customers, to collect or redeem goods and services from a designated point.
Where You require customers to collect or redeem goods or services, You must include sufficient information in your offering made through TableTime to enable customers to effectively collect or redeem their purchased goods or services.
You are responsible for all content and materials that You upload to TableTime or that You request Us to upload to TableTime on your behalf, regarding the goods and services that You provide, including but not limited to:
- pricing information;
- goods and services delivery information, including estimated delivery time frames;
- menu information;
- refund information;
- ensuring all material terms associated with the provision of the goods and services You offer to customers are included in the content and materials uploaded to TableTime;
- customer feedback and complaint processes; and
- compliance with all relevant laws, regulations and codes.
We will not monitor the content that you upload to TableTime to ensure You have satisfied your legal compliance or regulatory obligations, or to ensure that you have not breached the rights of any third party, and You acknowledge that we have no obligation or responsibility to do so.
We are not responsible for receiving or managing refund requests from patrons that use TableTime to purchase goods and services that You offer through TableTime. The content and materials that You upload to TableTime should make it clear to customers that refund requests are to be made to you directly.
You acknowledge that in the event You choose to provide a customer with a refund, the Fees and Charges associated with the order placed by your customer using TableTime will remain payable by You to Us.
Fees and Charges
In consideration of Us providing you with access and a licence to use TableTime You agree to pay to Us the Fees and Charges as set out in Schedule 1 – Fees and Charges.
Fees and Charges are payable per customer order made through TableTime. Accordingly, the amount of Fees and Charges You must pay to Us will be dependent upon the number of orders placed by your customers.
Intellectual Property Rights and Confidential Information
Intellectual Property Rights
- Upon your acceptance of these Venue Terms we grant to you:
- a non-exclusive, non-transferable, revocable license to use TableTime in accordance with these Venue Terms;
- revocable license to use the “TableTime” trade mark for the purposes of identifying and promoting that You utilise TableTime in your venue.
- You grant us, a perpetual, irrevocable, world-wide, royalty free, non-exclusive licence (including the right to novate or assign the licence, and to sub-licence) to use, reproduce, adapt, modify and communicate all content and material you upload to TableTime or otherwise provide to us, for any purpose relating to the use of TableTime and incorporating such material into our own advertising, promotional and marketing campaigns.
- Nothing in these Venue Terms is to be construed as an assignment or transfer of any ownership rights in the intellectual property rights in TableTime, or any other content and materials belonging to Us prior to your acceptance of these Venue Terms.
- You must not upload content and materials to TableTime unless You own all intellectual property rights in such content and materials, or are using such content and materials under the licence or authority of the owner of the intellectual property rights in such materials.
- For the purposes of these Venue Terms “Confidential Information” means any information in whatever form (including verbal, or recorded on paper or by electronic means) relating to these Venue Terms or the subject matter of these Venue Terms, including but not limited to all, operational and technical information, ideas, methods of operation, concepts, know how, processes and knowledge, but does not include information that is or becomes known or generally available to the public, except if this happens because of a breach of any obligation of confidence (in which case it remains confidential).
- Where We have provided You with Confidential Information, You must not, without our express written authority, disclose such Confidential Information to any third party.
- In view of the functionality and purpose of TableTime, the content and materials that You provide to Us should not constitute Confidential Information. However, where You have provided us with Confidential Information in the form of content and materials, and have expressly indicated that the content and materials You have provided constitute Confidential Information, We will not disclose such Confidential Information to any third party without your authority to do so.
In order to allow You to use TableTime and establish You as a venue on the TableTime platform, We may be required to collect certain personal information from You or employees of your business.
Venue Warranties and Indemnity
You hereby warrant to Us that:
- by uploading content and materials to TableTime you will not breach the rights of any third party;
- where a third party has intellectual property rights in content and materials You have uploaded to TableTime, You have the required authority and consent to grant us a license to use such content and materials in the manner contemplated by these Venue Terms;
- You will not upload content and material to TableTime that is misleading, deceptive or false with regard to the nature and quality of the goods and services that You are offering through TableTime, or as to the origin of those goods and services;
- You will not upload any content to TableTime that is obscene, indecent or offensive in nature;
- You will not copy or otherwise make use of content and materials uploaded to TableTime by other users of the platform, unless you have first obtained the express written consent of that party to do so;
- all permits, licences or authorities that You require in order to operate your business or advertise, promote and sell the goods and services that You will be offering using TableTime have been obtained;
- where We have provided You with an account and password to enable You to access TableTime, You will not disclose your account details or password to any person;
- You will not make any representation in any form that the goods and services that You provide have the sponsorship, approval or endorsement of Us, or that you are affiliated with us (other than by virtue of your use of TableTime);
- in the event of a credit card chargeback event as contemplated by clause 3(e), You will within five (5) days of our request provide us with all reasonable documentation that we require in order to resolve the disputed charge with the customer;
- You will not breach any laws, regulations, codes or applicable rules (whether statutory or at common law) in your use of TableTime; and
- You have the authority and capacity to enter into this agreement with Us and to be bound by your obligations under these Venue Terms.
- For the purposes of this clause 9.2 the term “Loss” includes any damage, loss, cost, liability or expense of any kind and however arising (including as a result of any demand, claim, action, dispute or proceeding) including penalties, fines and interest whether prospective or contingent and any amounts that for the time being are not ascertained or ascertainable.
- You hereby indemnify and keep Us indemnified against any Loss that may be incurred or suffered by Us arising from or in connection with:
- any breach or default by You of these Venue Terms (including any breach of warranty);
- a negligent act or omission by You or by a party You are responsible for;
- your failure to comply with any applicable law, regulation, code or rule;
- your failure to comply with your contractual obligations to any third party insofar as such obligations arise or relate to the use by You, or by a party You are responsible for, of TableTime;
- the failure of a party You are responsible for in complying with any law, regulation or rule; and
- any demand, claim, action, dispute or proceeding made or brought against Us as a result of an act or omission by You or resulting in any way from the upload of content and materials to TableTime by You.
- The indemnity that You are providing under clause 9.2 will be reduced proportionately to the extent that We have contributed to any Loss suffered or incurred by Us through our own negligent act or omission.
You acknowledge and agree that:
- computer and software services are not fault free and occasional periods of downtime may occur with regard to TableTime;
- We have not made any representations or warranties that TableTime will be error free, free of viruses or available without interruption;
- We may publish Your details on our website or any other advertising medium for the purpose of representing that You are utilising, or have previously utilised TableTime;
- We are not responsible for any customer payment that is dishonoured after an order has been processed and accordingly You release us from any liability to pay to You any dishonoured amount;
- Your goods and services are not endorsed by Us and that We do not make any warranties or bear any responsibility with regard to your goods and services;
- If the goods and services You are offering, or the content and materials you upload to TableTime, are in breach of the law, any regulation, code or licence (including but not limited to a liquor licence) this will constitute a breach of your obligations under these Venue Terms;
- If We think it is reasonable to do so, We may immediately suspend your access to TableTime, remove or amend any content or material you have uploaded to TableTime, or take any other steps We deem reasonably necessary or appropriate to protect our interests or those of third parties; and
- We will not be responsible for any loss, damage or expense You may suffer or incur, whether direct or consequential, arising from or relating to the exercise of our right to suspend or terminate your access to TableTime in accordance with clause 10(d).
TableTime Warranties and Limitations of Liability
Unless otherwise required by law, our liability for any breach of these Venue Terms in contract or tort (including negligence) is limited at our option to:
- the resupply to you of TableTime and no cost to You;
- the amount paid to us by You pursuant to these Venue Terms in the six (6) month period directly preceding the liability event.
To the maximum extent permitted by law, we will not be liable for any loss of profit, loss of goodwill, loss of opportunity or any special, punitive, indirect or consequential loss or damage incurred by you or by any other person whether directly or indirectly related to these Venue Terms.
We are not liable for any loss or damage caused to you by reason of any delay, lack of supply, industrial action, fire, riot, war, embargo, civil commotion, act of God or any other event which is beyond our control.
Either party may terminate this agreement at any time upon the provision of seven (7) day’s written notice to the other party of its intention to terminate.
- You must pay to us:
- all outstanding Fees and Charges;
- any outstanding dishonoured customer payment or chargeback;
- any other outstanding amount duly owing to Us in accordance with these Venue Terms.
- transfer to your nominated account all outstanding Funds to which you are entitled (less any Fees and Charges, dishonoured customer payments or chargeback amount) in accordance with these Venue terms;
- terminate your access to TableTime; and
- at our discretion remove or delete the content and materials that You have uploaded toTableTime.
If you hold in your possession or control any Confidential Information belonging to Us, upon our request You must within seven (7) days return or destroy such Confidential Information and provide Us with evidence of the destruction of such Confidential Information.
We may amend these Venue Terms at any time. Where we are required to amend the Venue Terms, we will provide you with prior notice of such amendment. If you continue to use TableTime following our amendment to the Venue Terms, you will be deemed as having accepted the amendment and having agreed to be bound by such amendment.
Neither party will be liable for any delay or failure to perform its obligations pursuant to these Venue Terms if such delay is due to a cause beyond the reasonable control of a party and which that party is unable to overcome by the exercise of reasonable diligence and at a reasonable cost.
We may, upon notice in writing to You, assign or otherwise transfer the benefit of all or any part of these Venue Terms to any other person or entity. You must not assign, novate or otherwise transfer any rights, benefits or liabilities relating to these Venue Terms without our prior written consent.
These Venue Terms are governed by the law in force in the State of Queensland and each party submits to the exclusive jurisdiction of the courts of Queensland and the courts competent to determine appeals from those courts, in relation to any proceedings that may be brought at any time relating to these Venue Terms.
Clauses 7.1(b), 7.2(b), 9.2, 10(c), 12 and this clause 13(e) are intended to survive termination of these Venue Terms.
Any provision of these Venue Terms that is illegal, void or unenforceable will be severed without prejudice to the balance of the provisions of these Venue Terms which shall remain in force.
Fees & Charges
The following Fees and Charges will be charged to Venues utilising TableTime.