Terms and Conditions of Use

15th November 2024

This Restaurant Partnership Agreement (the “Agreement”) is entered into by and between AllTheTables Limited, a company registered in the United Kingdom with company number 13700833, headquartered at 38 Greenvale Road, London, SE9 1PD, (“AllTheTables”) and the restaurant or bar accepting this Agreement (“Restaurant”).

By signing this Agreement, the Restaurant agrees to the terms outlined below regarding the use of AllTheTables’ booking channel services.

1. Definitions

• “AllTheTables”: Refers to AllTheTables Limited, a company registered in the United Kingdom (company number 13700833), which provides booking channel services to facilitate reservations between Content Providers and Restaurants.

• “Booking Channel”: The digital platform and service provided by AllTheTables, enabling Content Providers to facilitate restaurant reservations on behalf of their users through integration with compatible Electronic Reservation Books (ERBs) or directly on the Restaurant’s website.

• “Restaurant”: The restaurant, bar, or other hospitality establishment agreeing to utilize the AllTheTables Booking Channel service as a means of accepting reservations from Content Providers.

• “Content Provider”: Any third-party platform or entity (such as a restaurant recommendation app, city discovery website, or social media influencer) partnering with AllTheTables to direct customer reservations to the Restaurant.

• “Guest”: The end-user (customer) who makes a reservation with the Restaurant through the Booking Channel. The Guest’s information is shared with the Restaurant and managed in compliance with relevant privacy laws to fulfill the reservation.

• “Reservation” or “Booking”: An electronic reservation made through the Booking Channel by a Guest for a table or tables at the Restaurant, as recorded in the Restaurant’s ERB or website.

• “Fulfilled Reservation”: A Reservation for which the Guest arrives and is seated at the Restaurant at the appointed time. Fulfilled Reservations are billed at the agreed fee rate in this Agreement. Cancellations or no-shows do not qualify as Fulfilled Reservations.

• “No-Show”: An instance where a Guest does not arrive at the Restaurant at the appointed reservation time without prior cancellation. No-Show reservations are not subject to fees under this Agreement.

• “Electronic Reservation Book (ERB)”: A digital reservation management system used by the Restaurant, compatible with AllTheTables for direct integration of bookings. Current compatible ERBs include SevenRooms, OpenTable, Tock, Resy, DesignMyNight, ResDiary, Quandoo, and TheFork.

• “Personal Data”: Information that identifies or is reasonably capable of identifying a Guest, which may include, but is not limited to, first name, last name, email address, phone number, and date of birth. Personal Data is shared between AllTheTables, the Restaurant, and, if necessary, Content Providers solely for the purpose of fulfilling and managing Reservations.

• “Data Processing Agreement (DPA)”: A separate legal document establishing the responsibilities of both AllTheTables and the Restaurant with respect to handling Personal Data in compliance with relevant privacy regulations such as the GDPR, CCPA, or other applicable laws.

• “PCI-Compliant Payment Processing”: The method by which AllTheTables, via its third-party provider Stripe, securely processes and stores payment information to meet the standards of the Payment Card Industry Data Security Standard (PCI DSS) for card payments. This applies only to Reservations requiring upfront payment.

• “Live Availability”: The real-time data regarding open tables and seating options at the Restaurant as provided by the ERB or directly on the Restaurant’s website, which AllTheTables may access to enable accurate booking information for Content Providers and Guests.

• “Platform Fees”: Fees charged by AllTheTables to the Restaurant for each Fulfilled Reservation made through the Booking Channel. These fees apply only to Reservations where the Guest attends, ensuring transparency and ROI for the Restaurant.

• “Billing Period”: The monthly period after which AllTheTables invoices the Restaurant for all Fulfilled Reservations within the prior month. The Billing Period allows the Restaurant time to review Reservations and request any adjustments before payment is due.

• “Agreement”: This Restaurant Partnership Agreement, as amended or supplemented in writing by both parties, which constitutes the entire agreement between the Restaurant and AllTheTables regarding the services and fees provided under the Booking Channel.

2. Scope of Services

2.1 AllTheTables Services

AllTheTables agrees to provide the following services to the Restaurant (collectively, the “Services”):

• Booking Integration: AllTheTables will facilitate Reservations for the Restaurant by integrating with the Restaurant’s Electronic Reservation Book (ERB) or website. Reservations will be managed directly within the Restaurant’s ERB to ensure seamless booking and tracking.

• Reservation Placement: AllTheTables will receive and forward Reservations from Content Providers, including the necessary Guest information (first name, last name, email address, phone number, and date of birth) to fulfill the Reservation at the Restaurant.

• Live Availability Access: AllTheTables will access live availability and inventory data from the Restaurant’s ERB or publicly available information on the Restaurant’s website. This ensures accurate booking options are provided to Content Providers and Guests based on real-time table availability.

• Booking Source Identification: AllTheTables will identify the source of each Reservation (i.e., the originating Content Provider) within the Restaurant’s ERB or in monthly reporting. This transparency allows the Restaurant to understand the sources of its traffic and guest bookings.

• Guest Data Collection and Processing: AllTheTables will securely collect, process, and share Guest data solely to fulfill Reservations. This information will be managed in compliance with GDPR, CCPA, and other relevant data privacy laws. Personal Data will only be shared with the Restaurant as necessary to fulfill Reservations and support booking management.

• Reporting and Analytics: AllTheTables will provide the Restaurant with regular reports summarizing key metrics, including the total number of Reservations made, Fulfilled Reservations, cancellations, and no-shows. These reports may also include insights on booking trends to help the Restaurant optimize availability and inventory management.

• Payment Processing (as Required): If the Restaurant requires upfront payment for specific Reservations, AllTheTables will handle PCI-compliant payment processing via Stripe. This involves collecting payment information, charging the Guest, and verifying payment success before confirming the Reservation with the Restaurant.

• Marketing and Promotion of Restaurant: AllTheTables may use images, descriptions, and information about the Restaurant (such as location, menu items, and operating hours) for marketing purposes on content provider platforms, websites, and social media. This is intended to promote the Restaurant’s availability to Guests and increase booking opportunities.

• Booking Assistance and Support: AllTheTables will provide customer support to Content Providers and Guests for booking-related inquiries. This includes troubleshooting booking issues, assisting with changes, and providing guidance as needed. Support does not include direct communication with the Restaurant’s team unless otherwise specified.

2.2 Restaurant Responsibilities

The Restaurant agrees to fulfill the following responsibilities to enable efficient operation of the AllTheTables Booking Channel:

• ERB Access and Inventory Accuracy: The Restaurant grants AllTheTables permission to access live availability and inventory data through its ERB or publicly available sources. The Restaurant agrees to maintain accurate and up-to-date information in its ERB to reflect table availability, seat capacity, and service hours, ensuring that AllTheTables can provide accurate options to Guests.

• Use of Guest Data: The Restaurant agrees to use any Guest Personal Data shared by AllTheTables solely for the purpose of managing and fulfilling Reservations. The Restaurant will ensure Guest data is handled securely and in compliance with applicable data protection laws, including GDPR and CCPA, where relevant.

• Acceptance of Bookings: The Restaurant agrees to accept and manage Reservations placed through the AllTheTables Booking Channel on the same basis as bookings received through other channels, such as direct website bookings or walk-ins. AllTheTables Reservations should be honored according to the Restaurant’s standard practices.

• Acknowledgment of Booking Source: The Restaurant agrees to acknowledge and track the source of each Reservation through AllTheTables, including the identification of Content Providers that referred each booking. The Restaurant may use this information for internal reporting or evaluation but agrees not to engage Content Providers directly without prior consent from AllTheTables.

• Changes to Booking Requirements: If the Restaurant requires modifications to its booking process (e.g., implementing new guest deposit requirements or changes to table availability), the Restaurant agrees to provide AllTheTables with written notice at least 30 days in advance. AllTheTables will accommodate such changes where possible and update the system accordingly.

• Listing of Operating Hours and Details: The Restaurant agrees to allow AllTheTables to access or derive information from publicly available sources regarding its opening hours, address, service details, and contact information. This information is used to enhance the Restaurant’s listing and assist Content Providers and Guests in making informed booking decisions.

• Booking Assistance and Cancellations: The Restaurant will communicate with AllTheTables regarding any cancellations or modifications to existing Reservations that AllTheTables facilitated. For instance, if a table becomes unavailable due to operational issues, the Restaurant will inform AllTheTables promptly to notify the Guest and make alternative arrangements if feasible.

2.3 Data Collection and Consent

• Guest Data Consent Management: AllTheTables will ensure that, where applicable, Guests have consented to share their data with the Restaurant and with AllTheTables for the purpose of fulfilling the Reservation. The Restaurant is responsible for providing a safe and compliant data handling environment and adhering to the principles of data minimization and security.

• Data Retention Periods: Both parties agree to retain booking-related Personal Data only as long as necessary to fulfill Reservations, provide reporting, and comply with legal requirements. The Restaurant agrees not to retain data beyond the duration permitted under applicable data protection laws without Guest consent.

• Rights of Data Subjects: The Restaurant agrees to cooperate with AllTheTables in fulfilling any requests from Guests exercising their data rights, such as access, deletion, or rectification requests under GDPR or CCPA.

2.4 Reservation Modification Terms

• Guest-Initiated Modifications: If a Guest requests to change their Reservation (e.g., time, date, or party size), AllTheTables will communicate this request to the Restaurant and seek confirmation. The Restaurant will make reasonable efforts to accommodate modification requests based on availability and operational capacity.

• Restaurant-Initiated Modifications: If the Restaurant needs to modify or cancel a Reservation due to operational requirements (e.g., a private event or emergency closure), the Restaurant will notify AllTheTables as soon as possible. AllTheTables will inform the Guest and attempt to reschedule or accommodate them, if feasible, based on the Restaurant’s availability.

2.5 Reporting and Performance Metrics

• Monthly Performance Reports: AllTheTables will provide the Restaurant with monthly performance reports summarizing key metrics, including total Reservations, Fulfilled Reservations, no-shows, and cancellations. Reports will include insights on booking trends and content provider impact, enabling the Restaurant to assess performance and return on investment.

• Audit of Bookings: The Restaurant is entitled to review and request audits of any booking records associated with AllTheTables. Any audit requests must be submitted in writing within 30 days of receiving a monthly report. AllTheTables will cooperate by providing the requested documentation and details as needed.

3. Fees and Payment Terms

3.1 Booking Fees

• Fulfilled Reservation Fee: For each Fulfilled Reservation made through the AllTheTables Booking Channel, the Restaurant agrees to pay a per-reservation fee of:

• £1 (one British Pound) for reservations in the United Kingdom,

• $1 (one US Dollar) for reservations in the United States, or

• €1 (one Euro) for reservations in the European Union.

• No Charge for Cancellations or No-Shows: The Restaurant will not incur fees for Reservations canceled by the Guest or for Reservations categorized as No-Shows.

3.2 Invoice and Billing Period

• Monthly Invoicing: AllTheTables will issue a monthly invoice to the Restaurant, detailing all Fulfilled Reservations made through the Booking Channel in the previous month. Each invoice will be sent to the Restaurant by the 5th business day of the month following the reservations’ fulfillment.

• Billing Review Period: The Restaurant has a period of 15 days from the date of receiving the invoice (the “Review Period”) to review and confirm the accuracy of the invoice. During this period, the Restaurant may request adjustments or raise questions regarding specific charges.

• Dispute Resolution for Invoice Discrepancies: If the Restaurant disputes any items on an invoice, it must submit a written notice of dispute within the Review Period, detailing the specific charges under dispute and providing supporting documentation as needed. AllTheTables will respond to the dispute within 10 business days and work to resolve any discrepancies in good faith.

3.3 Payment Terms

• Payment Due Date: Payments for invoices are due by the last business day of the month following the invoice date (the “Due Date”). For example, an invoice sent on May 5th will be due by June 30th.

• Payment Methods: The Restaurant may submit payments via bank transfer, credit card, or other agreed-upon payment methods. All payment processing fees, if applicable, are the responsibility of the Restaurant unless otherwise agreed upon in writing.

• Currency of Payment: Payments should be made in the currency specified on the invoice (GBP, USD, or EUR) based on the Restaurant’s location. If payment is made in a different currency, the Restaurant is responsible for any associated conversion fees or exchange rate differences.

3.4 Late Payments and Penalties

• Late Payment Fee: If payment is not received by the Due Date, the Restaurant agrees to pay a late fee of 1.5% per month on the outstanding balance or the maximum amount permitted by law, whichever is lower. Late fees will continue to accrue until the outstanding balance is fully paid.

• Suspension of Service for Non-Payment: AllTheTables reserves the right to suspend or restrict the Restaurant’s access to the Booking Channel if payments remain overdue for more than 30 days. In cases of repeated non-payment, AllTheTables reserves the right to terminate the Agreement in accordance with Section 7 (Termination).

• Right to Collection Costs: If AllTheTables must engage a collections agency or initiate legal proceedings to recover unpaid fees, the Restaurant agrees to pay all reasonable costs associated with collection, including attorney fees, court costs, and agency fees.

3.5 Refund Policy for Incorrect Charges

• Requesting a Refund: If the Restaurant believes it was incorrectly charged for a Reservation (e.g., a no-show recorded as a fulfilled booking), it may submit a refund request in writing within the Review Period specified in Section 3.2.

• Refund Eligibility: Refunds will only be issued for fees associated with:

• No-Shows mistakenly recorded as Fulfilled Reservations,

• Duplicate or erroneous charges, or

• Charges not in accordance with the terms of this Agreement.

• Refund Processing: Approved refunds will be processed and applied as a credit to the Restaurant’s account, offsetting the total amount due on the subsequent month’s invoice.

3.6 Adjustments for Cross-Border Transactions

• Currency Conversion Rate: If the Restaurant accepts international bookings (e.g., a UK-based Restaurant accepting bookings from U.S.-based Content Providers), AllTheTables will apply a standard exchange rate for conversion to the Restaurant’s local currency, based on the exchange rate at the time of invoicing.

• Responsibility for Currency Fluctuations: The Restaurant acknowledges that currency conversion rates may vary, and AllTheTables is not liable for any resulting currency exchange differences or losses. The Restaurant is responsible for monitoring potential currency fluctuations if it accepts reservations from international Guests or Content Providers.

3.7 Tax Compliance

• VAT and Sales Tax: AllTheTables will include any applicable VAT, sales tax, or similar taxes on each invoice, based on the Restaurant’s location and local tax laws. The Restaurant is responsible for remitting these taxes to the appropriate tax authority unless otherwise agreed.

• Withholding Taxes: If the Restaurant is required by law to withhold any taxes from payments to AllTheTables, it shall provide AllTheTables with an official receipt or other documentation as evidence of payment of such taxes to the appropriate authorities. The Restaurant agrees to work in good faith with AllTheTables to minimize any withholding taxes to the extent legally permissible.

3.8 Annual Review of Fees

• Fee Adjustment Rights: AllTheTables reserves the right to review and adjust the per-reservation fee annually. If a fee adjustment is deemed necessary, AllTheTables will provide the Restaurant with a written notice of the change at least 60 days before it takes effect.

• Right to Terminate upon Fee Change: If the Restaurant does not agree to a revised fee, it may terminate this Agreement by providing written notice to AllTheTables at least 30 days before the adjusted fee’s effective date. AllTheTables will continue to honor the current fee structure until the effective termination date.

3.9 Payment Audit Rights

• Audit of Invoices and Payments: The Restaurant has the right to request an audit of the invoices and payments related to this Agreement once per year, at its own expense. The audit may be conducted by an independent third party approved by AllTheTables and is limited to verifying the accuracy of fees, charges, and billing practices.

• Audit Notification and Cooperation: The Restaurant must notify AllTheTables at least 30 days in advance of any planned audit. AllTheTables agrees to cooperate fully by providing relevant documentation and records to support the audit.

4. Data Protection and Privacy

4.1 Compliance with Data Protection Laws

• General Compliance: Both AllTheTables and the Restaurant agree to comply with applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR) for EU-based data subjects, the California Consumer Privacy Act (CCPA) for California-based data subjects, and any other relevant privacy laws.

• Data Processing Agreement (DPA): AllTheTables and the Restaurant agree to enter into a Data Processing Agreement (DPA), where required, to outline their respective responsibilities and ensure compliance with applicable data protection regulations. The DPA, if applicable, is hereby incorporated by reference into this Agreement.

4.2 Collection and Use of Guest Data

• Guest Data Collection: AllTheTables will collect and process the following Personal Data necessary for booking purposes: first name, last name, email address, phone number, and date of birth. Additional information, such as payment details, may be collected if required for specific Reservations.

• Purpose of Data Use: AllTheTables will use Guest data solely to facilitate Reservations, fulfill booking obligations, and manage the Guest’s experience in accordance with this Agreement. The Restaurant agrees to use Guest data only for the purpose of fulfilling and managing Reservations received through the AllTheTables Booking Channel.

• Consent Management: AllTheTables will ensure that Guests provide consent for the collection, processing, and sharing of their Personal Data with both AllTheTables and the Restaurant, where required by applicable laws. The Restaurant agrees to respect Guests’ data rights and adhere to consent limitations specified by AllTheTables.

4.3 Data Security and Safeguards

• Security Measures: AllTheTables will implement and maintain industry-standard security measures to protect Guest Personal Data from unauthorized access, disclosure, alteration, or destruction. This includes, but is not limited to, encryption, access control, and regular security assessments.

• Restaurant’s Security Obligations: The Restaurant agrees to protect any Guest data received from AllTheTables by implementing appropriate technical and organizational measures. This includes storing data securely, limiting access to authorized personnel, and ensuring that third parties (if any) with access to the data adhere to comparable security standards.

• Breach Notification: In the event of a data breach involving Guest Personal Data, both AllTheTables and the Restaurant agree to notify the other party without undue delay. Each party will cooperate to investigate and mitigate the breach, including fulfilling any regulatory obligations to notify affected individuals or regulatory authorities.

4.4 Data Sharing and Subprocessors

• Data Sharing with Content Providers: AllTheTables may share anonymized booking data with Content Providers for reporting purposes. However, Personal Data will not be shared with Content Providers unless explicitly authorized by the Guest or required to facilitate the booking.

• Use of Subprocessors: AllTheTables may engage third-party subprocessors, such as payment processors and email providers, to assist in delivering the Services. AllTheTables will ensure that all subprocessors are subject to data protection obligations that meet or exceed the standards of this Agreement and relevant data protection laws.

• List of Subprocessors: Upon request, AllTheTables will provide the Restaurant with a list of subprocessors handling Guest data. The Restaurant may object to the use of specific subprocessors if it has a legitimate concern regarding data protection standards.

4.5 Data Retention and Deletion

• Retention Period: AllTheTables will retain Guest data only for as long as necessary to fulfill booking obligations, meet regulatory requirements, and provide reporting for the Restaurant and Content Providers. Data will be deleted or anonymized in accordance with data protection regulations after the relevant retention period.

• Deletion upon Request: Upon written request from the Restaurant, AllTheTables will delete or anonymize any Personal Data related to past Reservations unless retention is required by law. If the Restaurant receives a Guest’s request for data deletion, it will notify AllTheTables, which will coordinate to ensure compliance with the request.

• End-of-Service Data Deletion: Upon termination of this Agreement, AllTheTables will delete or anonymize all Guest data related to the Restaurant’s Reservations within 30 days, unless retention is required for legal or regulatory purposes.

4.6 Rights of Data Subjects

• Access and Correction: Guests have the right to request access to their Personal Data and to correct any inaccuracies. If a Guest contacts the Restaurant with an access or correction request, the Restaurant will promptly notify AllTheTables to ensure a coordinated response.

• Right to Deletion (“Right to be Forgotten”): Guests have the right to request the deletion of their Personal Data. AllTheTables will handle such requests in compliance with applicable laws. If the Restaurant receives a deletion request directly, it will inform AllTheTables promptly to ensure the request is processed appropriately.

• Data Portability: If requested by a Guest, AllTheTables will provide an electronic copy of the Guest’s data in a structured, commonly used, and machine-readable format, in accordance with GDPR requirements.

4.7 CCPA-Specific Provisions (for California Residents)

• Data Subject Rights under CCPA: For Guests who are California residents, the Restaurant and AllTheTables agree to comply with CCPA-specific rights, including the right to access, delete, and opt out of the “sale” of Personal Data as defined by the CCPA.

• Do Not Sell My Personal Information: AllTheTables does not “sell” Guest data as defined under the CCPA. If required by law, AllTheTables will implement mechanisms for Guests to opt out of the sale of their Personal Data, and the Restaurant agrees to honor such requests in coordination with AllTheTables.

4.8 Joint Controller Responsibilities

• Joint Controller Status: In situations where both AllTheTables and the Restaurant share responsibility for determining the purposes and means of processing Guest data, they will be considered joint controllers under GDPR. Each party agrees to comply with its respective obligations as a joint controller.

• Allocation of Responsibilities: AllTheTables will be primarily responsible for obtaining Guest consent, responding to data subject requests, and providing transparency regarding data processing practices. The Restaurant will be responsible for ensuring that data received from AllTheTables is handled in compliance with applicable laws and only used for fulfilling Reservations.

• Liability and Indemnification: Each party agrees to indemnify and hold harmless the other for any damages, fines, or penalties arising from its failure to comply with data protection obligations under this Agreement. In the event of joint liability, each party’s liability shall be limited to the portion of damages attributable to its specific breach.

4.9 Data Protection Officer (DPO)

• Designation of a DPO: If required by law, AllTheTables will designate a Data Protection Officer (DPO) responsible for overseeing its data protection practices. The DPO’s contact information will be provided to the Restaurant upon request.

• Restaurant’s Point of Contact: The Restaurant agrees to designate a contact person or department responsible for data protection compliance and for coordinating with AllTheTables on data protection matters.

4.10 Data Protection Impact Assessments

• Conducting DPIAs: Where required, AllTheTables will conduct Data Protection Impact Assessments (DPIAs) for any high-risk processing activities related to this Agreement, particularly if changes to data handling practices could impact Guest privacy.

• Consultation with Supervisory Authorities: If a DPIA indicates a high risk to Guest data and AllTheTables cannot mitigate the risk to an acceptable level, AllTheTables agrees to consult with the relevant supervisory authority, such as the Information Commissioner’s Office (ICO) in the UK or a Data Protection Authority in the EU.

4.11 Changes to Privacy Practices

• Notice of Changes: AllTheTables may update its data protection practices or policies as required by changes in applicable law or industry standards. AllTheTables will provide the Restaurant with at least 30 days’ written notice of any material changes to these practices, unless such changes are required immediately for legal compliance.

• Restaurant Right to Terminate: If the Restaurant does not agree with material changes to AllTheTables’ privacy practices, it may terminate this Agreement by providing written notice to AllTheTables within the 30-day notice period. Termination will not relieve the Restaurant of any outstanding fees or obligations under this Agreement.

5. Liability Limitations

5.1 Limitation of Liability

• Cap on Liability: Except as otherwise stated in this Agreement, the maximum aggregate liability of AllTheTables to the Restaurant for any and all claims arising out of or related to this Agreement shall not exceed the total amount of fees paid by the Restaurant to AllTheTables in the twelve (12) months preceding the claim.

• Exclusion of Certain Damages: Under no circumstances shall AllTheTables be liable to the Restaurant for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost revenue, lost profits, loss of data, loss of business opportunities, or reputation harm, arising from or related to this Agreement, even if AllTheTables has been advised of the possibility of such damages.

• Force Majeure: AllTheTables shall not be liable for any failure or delay in the performance of its obligations under this Agreement due to circumstances beyond its reasonable control, including, but not limited to, natural disasters, pandemics, acts of government, war, civil disturbance, acts of terrorism, labor disputes, power failures, and internet or telecommunications outages. In such cases, AllTheTables will make reasonable efforts to resume its services as soon as possible.

5.2 Indemnification

• Indemnification by the Restaurant: The Restaurant agrees to indemnify, defend, and hold harmless AllTheTables, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable attorney fees) arising out of or related to:

• Any breach by the Restaurant of its obligations under this Agreement,

• Any unlawful, negligent, or improper use of the AllTheTables Booking Channel or Guest data by the Restaurant,

• Any content, images, or information provided by the Restaurant that infringes the rights of a third party, or

• Any claim by a Guest or other third party arising from the Restaurant’s provision of services.

• Indemnification by AllTheTables: AllTheTables agrees to indemnify, defend, and hold harmless the Restaurant, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable attorney fees) arising out of or related to:

• Any breach by AllTheTables of its obligations under this Agreement,

• Any negligent or unlawful actions by AllTheTables in relation to data privacy and security of Guest data, or

• Any claim from a third-party Content Provider or Guest resulting from AllTheTables’ improper use of Guest data outside the scope permitted by this Agreement.

5.3 Specific Limitations on Data Liability

• Data Protection and Breach Liability: In the event of a data breach or unauthorized access to Guest data for which AllTheTables is directly responsible, AllTheTables’ liability will be limited to the costs reasonably incurred by the Restaurant in notifying affected Guests, responding to regulatory inquiries, and providing any legally required credit monitoring services, if applicable.

• Third-Party Data Processors: AllTheTables will not be held liable for breaches of Guest data security arising from third-party systems or subprocessors, provided that AllTheTables has exercised reasonable due diligence in selecting and monitoring those subprocessors for compliance with industry data protection standards.

5.4 Allocation of Risk

• Assumption of Risk by the Restaurant: The Restaurant acknowledges that use of the AllTheTables Booking Channel may entail certain risks, including but not limited to reliance on third-party systems, potential Guest cancellations, and unforeseen availability issues. The Restaurant assumes all risks arising from these factors and agrees that AllTheTables will not be liable for any operational or business impacts that result.

• Operational Risks on Service Continuity: AllTheTables does not guarantee uninterrupted or error-free service and shall not be liable for any downtime, temporary unavailability, or delays in the Booking Channel, provided that AllTheTables makes commercially reasonable efforts to resume operations promptly.

5.5 No Warranty

• Disclaimer of Warranties: AllTheTables provides the Booking Channel on an “as-is” and “as available” basis and expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade.

• No Guarantee of Booking Volumes: AllTheTables makes no representations or guarantees regarding the volume of bookings the Restaurant may receive or the revenue that may result from using the Booking Channel.

5.6 Third-Party Claims

• Third-Party Content Provider Claims: The Restaurant acknowledges that AllTheTables works with multiple Content Providers to generate bookings. AllTheTables shall not be liable for any claims or damages resulting from the actions, representations, or recommendations of any Content Provider.

• Guest Claims for Restaurant Services: AllTheTables shall not be liable for any claims, damages, or losses arising from the Restaurant’s direct interactions with Guests or from the quality or fulfillment of services provided by the Restaurant. Any Guest claims relating to the Restaurant’s services shall be the sole responsibility of the Restaurant, including claims for refunds, service complaints, or allegations of negligence.

5.7 Insurance Requirements

• Restaurant’s Insurance Coverage: The Restaurant agrees to maintain sufficient insurance coverage to cover its operations, including but not limited to public liability, property damage, and, if applicable, cyber liability insurance for data protection. AllTheTables may request proof of such insurance at any time.

• AllTheTables’ Insurance: AllTheTables agrees to maintain insurance coverage appropriate to its role as a booking intermediary, including coverage for professional liability and cyber liability for data protection, if applicable.

5.8 Exclusive Remedy

• Exclusive Remedy: The parties agree that the remedies provided in this Agreement are the exclusive remedies for any claim or cause of action arising out of this Agreement. Except as expressly provided, neither party shall have any other remedy at law or equity against the other party for any reason related to this Agreement.

5.9 Limitation Period

• Limitation Period for Claims: Any claim by the Restaurant arising from or related to this Agreement must be brought within twelve (12) months from the date the claim arose. Failure to bring a claim within this period will result in a waiver of the claim.

5.10 Mutual Waiver of Consequential Damages

• Waiver of Consequential Damages: To the fullest extent permitted by law, both AllTheTables and the Restaurant waive any right to recover indirect, incidental, special, consequential, or punitive damages from each other, including but not limited to damages for lost revenue, lost profits, loss of goodwill, or business interruption, whether such damages arise in contract, tort, or otherwise.

5.11 Survival of Provisions

• Survival: The provisions of this section shall survive the termination or expiration of this Agreement, regardless of the reason for termination, to ensure that liability limitations, indemnifications, and waivers remain in effect beyond the term of this Agreement.

6. Intellectual Property

6.1 Ownership of Intellectual Property

• Restaurant Intellectual Property: All rights, title, and interest in and to the Restaurant’s trademarks, logos, images, menu descriptions, branding elements, and any other proprietary materials provided to AllTheTables (collectively, “Restaurant IP”) shall remain the exclusive property of the Restaurant. Nothing in this Agreement transfers ownership of the Restaurant IP to AllTheTables or any third party.

• AllTheTables Intellectual Property: All rights, title, and interest in and to the AllTheTables brand, trademarks, logos, proprietary technology, Booking Channel, software, and any materials created by AllTheTables for the purpose of this Agreement (collectively, “AllTheTables IP”) shall remain the exclusive property of AllTheTables. The Restaurant is granted no ownership rights in AllTheTables IP under this Agreement.

6.2 License for Use of Restaurant Intellectual Property

• Grant of License to AllTheTables: The Restaurant grants AllTheTables a non-exclusive, royalty-free, worldwide, revocable license to use, reproduce, distribute, display, and publicly perform the Restaurant IP solely for the following purposes:

• To promote the Restaurant on Content Provider platforms, websites, and social media as part of the Booking Channel services.

• To include the Restaurant’s branding and images in marketing materials or online listings aimed at enhancing the visibility and attractiveness of the Restaurant to prospective Guests.

• To create derivative works, such as promotional content or social media posts, that incorporate the Restaurant IP to drive bookings to the Restaurant.

• Approval Rights: The Restaurant has the right to review and approve any material changes in the use of its IP by AllTheTables. Upon the Restaurant’s request, AllTheTables will remove or modify any specific use of Restaurant IP within a reasonable timeframe, provided such use is not essential to the functionality of the Booking Channel.

6.3 License for Use of AllTheTables Intellectual Property

• Limited License to the Restaurant: AllTheTables grants the Restaurant a non-exclusive, non-transferable, royalty-free license to use the AllTheTables name and logo solely for the purpose of indicating that the Restaurant is a partner on the AllTheTables Booking Channel. The Restaurant agrees to use AllTheTables branding in a manner consistent with AllTheTables’ brand guidelines, as provided.

• No Right to Modify: The Restaurant may not modify, alter, or create derivative works based on AllTheTables IP without express written consent. Any unauthorized use, reproduction, or modification of AllTheTables IP constitutes a material breach of this Agreement.

6.4 Third-Party Content Provider Materials

• Use of Content Provider Materials: AllTheTables may display or reference Content Provider trademarks, images, and other materials within the Booking Channel to provide attribution or enhance the Guest booking experience. The Restaurant acknowledges that Content Providers may retain ownership of such materials, and the Restaurant agrees to respect all third-party IP rights associated with Content Provider branding and promotions.

• Guest-Generated Content: The Restaurant agrees that Guests may share reviews, photos, and other content related to the Restaurant experience on Content Provider platforms. AllTheTables is not responsible for such Guest-generated content but may feature or reference it as part of its service.

6.5 Intellectual Property Rights on Created Content

• Derivative Works and Joint Creations: Any promotional materials, derivative works, or joint content created using both the Restaurant IP and AllTheTables IP (such as co-branded marketing materials) shall remain the property of AllTheTables. However, the Restaurant is granted a limited, non-exclusive, royalty-free license to use such materials for its own marketing purposes, provided such use does not imply exclusive rights or alter the material’s original content.

• Rights to Modify or Withdraw Content: AllTheTables reserves the right to modify or withdraw any created promotional content at its discretion. Upon the Restaurant’s request, AllTheTables will consider reasonable requests to withdraw or modify specific content created using the Restaurant IP.

6.6 Protection of Intellectual Property

• Prohibition on Misuse: The Restaurant agrees not to misuse or exploit AllTheTables IP in any manner that could harm AllTheTables’ brand reputation or imply an affiliation beyond the terms of this Agreement. The Restaurant will promptly cease any misuse upon notification from AllTheTables.

• Notification of Infringement: If either party becomes aware of any unauthorized use, reproduction, or infringement of the other party’s IP, it will promptly notify the other party. Both parties agree to cooperate to take appropriate actions, including legal proceedings if necessary, to enforce IP rights and prevent further infringement.

6.7 Intellectual Property Indemnification

• Indemnification by AllTheTables: AllTheTables agrees to indemnify, defend, and hold harmless the Restaurant from and against any claims, liabilities, damages, or expenses (including reasonable attorney fees) arising from third-party claims alleging that the AllTheTables IP, as used in accordance with this Agreement, infringes upon any third-party IP rights.

• Indemnification by the Restaurant: The Restaurant agrees to indemnify, defend, and hold harmless AllTheTables from and against any claims, liabilities, damages, or expenses (including reasonable attorney fees) arising from third-party claims alleging that the Restaurant IP, as provided to AllTheTables, infringes upon any third-party IP rights. The Restaurant represents and warrants that it has the right to grant AllTheTables the license provided in this Agreement for the intended purposes.

6.8 Trademark Usage and Guidelines

• Brand Guidelines: AllTheTables will provide the Restaurant with brand guidelines specifying the permitted use of AllTheTables’ trademarks, logos, and branding elements. The Restaurant agrees to adhere to these guidelines in any use of AllTheTables branding.

• Trademark Integrity: The Restaurant agrees not to use the AllTheTables trademarks, logos, or branding elements in a way that misrepresents or misleads others as to the nature of the partnership or affiliation between the parties. Any violation of this clause may result in immediate termination of the license to use AllTheTables IP.

6.9 No Transfer of Intellectual Property Rights

• No Transfer of Ownership: This Agreement does not transfer any ownership rights in either party’s IP. All uses and licenses granted under this Agreement are limited to the scope defined herein and terminate automatically upon the expiration or termination of this Agreement, unless explicitly stated otherwise.

• Termination of License Rights: Upon termination of this Agreement, each party will immediately cease using the other party’s IP for any purpose unless otherwise permitted under a separate written agreement. The Restaurant will promptly remove any AllTheTables branding or trademarks from its marketing materials and website upon termination.

6.10 Reservation of Rights

• AllTheTables’ Reservation of Rights: AllTheTables reserves all rights to its IP that are not expressly granted under this Agreement. No rights or licenses are granted to the Restaurant by implication, estoppel, or otherwise, except as expressly provided in this Agreement.

• Restaurant’s Reservation of Rights: The Restaurant reserves all rights to its IP that are not expressly granted under this Agreement. No rights or licenses are granted to AllTheTables by implication, estoppel, or otherwise, except as expressly provided in this Agreement.

7. Reporting and Performance Metrics

7.1 Monthly Performance Reports

• Monthly Report Content: AllTheTables will provide the Restaurant with a detailed monthly report that includes, but is not limited to, the following metrics:

• Total Reservations: The total number of Reservations made through the AllTheTables Booking Channel in the reporting period.

• Fulfilled Reservations: The number of Reservations successfully attended by Guests, categorized as Fulfilled Reservations.

• Cancellations and No-Shows: A count of canceled Reservations and No-Shows, with details including cancellation reasons and any patterns or trends observed.

• Booking Source Attribution: Identification of each Content Provider that directed a booking to the Restaurant, including the volume of bookings from each source.

• Guest Demographics (where available): Aggregated data on Guest demographics, such as age ranges and booking trends, to provide insights into the Restaurant’s customer base.

• Revenue from Bookings (if applicable): Total revenue generated from Fulfilled Reservations, including any relevant fees or payments processed via AllTheTables.

• Format and Delivery of Reports: Reports will be delivered in electronic format (e.g., PDF or Excel) via email to the designated contact at the Restaurant or through a secure online portal, if available. Reports will be provided by the 5th business day of each month for the previous month’s activity.

7.2 Real-Time Booking Dashboard (If Available)

• Access to Dashboard: Where available, AllTheTables will grant the Restaurant access to a real-time dashboard to monitor key performance metrics, including live Reservation counts, booking source insights, and fulfillment status updates.

• Dashboard Data: The dashboard, if available, will provide an overview of daily booking activity, current occupancy rates, and other relevant data to allow the Restaurant to make informed operational decisions. Access to the dashboard will be restricted to authorized personnel as designated by the Restaurant.

7.3 Accuracy and Verification of Reports

• Accuracy Standards: AllTheTables commits to providing accurate, timely, and complete reporting. Any significant discrepancies in the reported data should be communicated to the Restaurant within 5 business days of discovery.

• Verification of Metrics: The Restaurant has the right to verify the accuracy of the reports provided by AllTheTables. If discrepancies are identified, the Restaurant should notify AllTheTables in writing within 15 days of receiving the report, providing details and supporting documentation, if available, to substantiate the discrepancy.

7.4 Adjustments and Corrections

• Correction of Discrepancies: Upon receiving notice of a discrepancy, AllTheTables will investigate the issue and make corrections where necessary. Corrected metrics will be provided to the Restaurant within 10 business days, along with an explanation of the discrepancy and corrective measures.

• Financial Adjustments: If a discrepancy results in a billing adjustment, AllTheTables will apply the adjustment as a credit on the next month’s invoice. If a significant discrepancy is identified that affects multiple reporting periods, AllTheTables will work with the Restaurant to review and adjust prior reports, if applicable.

7.5 Quarterly Performance Review

• Quarterly Review Meetings: AllTheTables and the Restaurant agree to conduct quarterly review meetings, either in person or virtually, to discuss the performance metrics, trends, and areas for improvement. These meetings will include discussions on:

• Performance Trends: An analysis of booking patterns, guest demographics, and source performance.

• Content Provider Impact: Insights into which Content Providers are generating the most value and which may need additional engagement.

• Recommendations: Data-driven recommendations for optimizing table availability, guest experience, and increasing booking volumes.

• Goal Setting and KPIs: During each quarterly review, the Restaurant and AllTheTables may establish performance goals or key performance indicators (KPIs) for the upcoming quarter. These KPIs may include targets for fulfilled bookings, customer satisfaction scores, or specific campaign metrics tied to promotional activities.

7.6 Annual Performance Summary

• Comprehensive Annual Report: AllTheTables will provide the Restaurant with an annual performance summary, which includes aggregated data from the entire year. This report will cover the following:

• Total Reservations and Fulfilled Reservations for the year, with quarterly and monthly breakdowns.

• Year-over-Year Growth Analysis, comparing booking metrics to prior years where available.

• Guest Satisfaction Metrics (if applicable): Insights on guest feedback, ratings, or other satisfaction metrics collected through the Booking Channel.

• Revenue Metrics (if applicable): Total revenue generated through AllTheTables bookings for the year.

• Insights and Recommendations: Strategic recommendations based on booking trends, customer demographics, and market analysis to improve performance in the following year.

7.7 Audit Rights

• Audit Requests: The Restaurant may request an audit of booking data, reports, and billing records once per year at its own expense. AllTheTables will provide reasonable access to relevant records and personnel to facilitate the audit, subject to privacy and confidentiality considerations.

• Audit Procedures: The audit will be limited to verifying the accuracy of booking metrics, fulfilled bookings, and financial billing. The Restaurant agrees to provide AllTheTables with 30 days’ notice prior to conducting the audit and to complete the audit within a reasonable timeframe.

• Corrective Action for Audit Discrepancies: If an audit reveals significant discrepancies in the reports or billing, AllTheTables agrees to correct the discrepancies and, if applicable, issue a credit or refund to the Restaurant. Both parties will work collaboratively to address any underlying issues identified during the audit.

7.8 Reporting Data Privacy and Security

• Anonymization and Aggregation: AllTheTables will ensure that any shared Guest demographic data is anonymized and aggregated to comply with data privacy regulations such as GDPR and CCPA. The Restaurant agrees to use this data solely for internal analysis and operational improvement.

• Data Security: AllTheTables will implement appropriate security measures to protect the reporting data from unauthorized access, disclosure, or tampering. Access to the reports and any real-time dashboard will be restricted to authorized users designated by the Restaurant.

7.9 Reporting Disputes and Resolution

• Dispute Notification: If the Restaurant disputes any metrics or performance data in the reports, it must notify AllTheTables in writing within 30 days of receiving the report in question. The notice must include details and, where possible, documentation supporting the disputed items.

• Resolution Process: AllTheTables will review and respond to the dispute within 10 business days. If an error is identified, AllTheTables will issue corrected data and, if applicable, provide any necessary adjustments to future reports or billing.

7.10 Use of Reporting Data for Marketing and Benchmarking

• Marketing Insights: AllTheTables may use aggregated and anonymized booking data to generate market insights and industry benchmarking reports. These insights may be shared with other partners or publicly released, provided that no data identifies or reveals the Restaurant’s confidential information.

• Restaurant Consent for Case Studies: If AllTheTables wishes to use the Restaurant’s specific data for a case study, testimonial, or other marketing materials, it will seek written consent from the Restaurant in advance. The Restaurant may review and approve any such use on a case-by-case basis.

8. Dispute Resolution

8.1 Initial Resolution through Good Faith Negotiation

• Notification of Dispute: If a dispute arises out of or relates to this Agreement, either party (the “Disputing Party”) must first notify the other party in writing, detailing the nature of the dispute, the facts supporting the claim, and any requested relief or resolution. This notification initiates the dispute resolution process.

• Good Faith Negotiation: Upon receiving a dispute notice, both parties agree to enter into good faith negotiations to resolve the dispute. Representatives from each party with decision-making authority will participate in the negotiation process, aiming to reach a mutually acceptable resolution within thirty (30) days of the dispute notice.

• Escalation to Senior Management: If the dispute remains unresolved after the initial thirty (30) days, each party may escalate the matter to senior management or designated executives for further discussion. The parties agree to continue good faith negotiations for an additional fourteen (14) days after escalation.

8.2 Mediation

• Optional Mediation Step: If the dispute cannot be resolved through good faith negotiation and escalation, either party may propose mediation as an alternative step before arbitration. Mediation is optional but encouraged, as it provides an opportunity for the parties to work with a neutral third party to explore a settlement.

• Selection of Mediator: If both parties agree to mediation, they will jointly select a mediator with expertise in commercial contracts and the hospitality or technology sector. The mediation will be conducted at a mutually agreed location or virtually if both parties consent.

• Mediation Costs: The parties agree to share the costs of the mediation equally, excluding each party’s individual legal and travel expenses. If mediation does not resolve the dispute, either party may proceed with arbitration as outlined below.

8.3 Binding Arbitration

• Arbitration Requirement: If the parties are unable to resolve the dispute through good faith negotiation or optional mediation, the dispute shall be resolved through binding arbitration. Arbitration is intended to provide a confidential, efficient, and enforceable resolution.

• Arbitration Rules and Venue: The arbitration will be conducted under the rules of the International Chamber of Commerce (ICC), the American Arbitration Association (AAA), or another mutually agreed arbitration body. Unless otherwise agreed, the arbitration will take place in:

• London, United Kingdom for disputes involving UK-based Restaurants;

• New York City, United States for disputes involving US-based Restaurants; or

• A mutually agreed European city for disputes involving EU-based Restaurants.

• Selection of Arbitrator: The arbitration shall be conducted by a single arbitrator mutually selected by the parties. If the parties cannot agree on an arbitrator within thirty (30) days, the arbitration body will appoint an arbitrator with experience in commercial disputes in the hospitality or technology sector.

• Arbitration Costs: The costs of arbitration, including the arbitrator’s fees and any administrative fees, will be split equally between the parties unless otherwise awarded by the arbitrator. Each party shall bear its own legal fees and expenses.

• Confidentiality of Arbitration: The arbitration proceedings and any related documents, evidence, or awards shall be confidential and not disclosed to any third party without the written consent of both parties, except as required by law or necessary to enforce the arbitration award.

8.4 Governing Law and Jurisdiction

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of:

• England and Wales, if the Restaurant is based in the United Kingdom,

• The State of New York, United States, if the Restaurant is based in the United States, or

• The governing laws of the relevant EU member state, if the Restaurant is based in the European Union.

• Exclusive Jurisdiction for Non-Arbitrable Claims: For any claims that are not subject to arbitration (e.g., urgent injunctive relief or enforcement of an arbitration award), the parties agree to submit to the exclusive jurisdiction of the courts in:

• London, United Kingdom for UK-based Restaurants,

• New York City, United States for US-based Restaurants, or

• The relevant EU member state for EU-based Restaurants.

8.5 Injunctive Relief

• Right to Seek Injunctive Relief: Either party may seek injunctive relief or specific performance in a court of competent jurisdiction as necessary to prevent irreparable harm, unauthorized disclosure of confidential information, or infringement of intellectual property rights. This right to seek injunctive relief is not a waiver of the obligation to pursue other dispute resolution mechanisms outlined in this section.

• Limitation on Court Actions: Other than for claims seeking injunctive relief or enforcement of an arbitration award, neither party shall initiate court proceedings for any dispute covered by this Agreement unless they have first completed the good faith negotiation, mediation (if applicable), and arbitration steps as described in this section.

8.6 Time Limit for Bringing Claims

• Statute of Limitations: Any claim or dispute arising from or related to this Agreement must be filed within one (1) year from the date on which the cause of action arose. Failure to bring a claim within this period will result in a waiver of the claim.

• Waiver of Class Action: The parties agree to waive any right to bring or participate in a class, collective, or representative action. All disputes under this Agreement must be resolved on an individual basis, and the arbitrator shall not have the authority to consolidate claims of multiple parties.

8.7 Finality and Enforceability of Arbitration Award

• Binding Decision: The arbitrator’s decision shall be final, binding, and enforceable in any court of competent jurisdiction. Each party agrees to abide by the arbitration award without undue delay.

• Judgment on the Award: Judgment on the arbitration award may be entered in any court having jurisdiction, and both parties agree to waive any objections to the entry of judgment in such a court based on jurisdiction or venue.

8.8 Expenses and Attorney Fees

• Legal Fees: Unless otherwise awarded by the arbitrator, each party will bear its own attorney fees, travel expenses, and costs associated with resolving any disputes under this Agreement.

• Cost-Sharing of Dispute Resolution Procedures: For each step in the dispute resolution process (negotiation, mediation, or arbitration), the parties agree to share equally the administrative costs, including fees for mediators or arbitrators, unless otherwise determined by the arbitrator.

8.9 Continuation of Service During Dispute

• Obligation to Continue Performance: Unless the dispute specifically relates to the Restaurant’s failure to make payment for services, both parties agree to continue performing their obligations under this Agreement during the dispute resolution process to the extent that performance is feasible and does not cause undue hardship.

• Suspension of Certain Obligations: AllTheTables reserves the right to suspend services to the Restaurant if the dispute relates to the Restaurant’s non-payment of fees or other obligations under this Agreement, provided that such suspension is permissible under applicable law.

9. Termination and Suspension

9.1 Termination for Convenience

• Termination by AllTheTables: AllTheTables may terminate this Agreement for any reason by providing the Restaurant with at least thirty (30) days’ written notice. During this notice period, AllTheTables will continue to provide services, and the Restaurant is expected to fulfill its obligations under the Agreement.

• Termination by the Restaurant: The Restaurant may terminate this Agreement for any reason by providing AllTheTables with at least thirty (30) days’ written notice. Upon receiving notice of termination, AllTheTables will assist in winding down services in an orderly manner.

9.2 Termination for Cause

• Breach of Agreement: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any term of this Agreement and fails to cure the breach within fifteen (15) days of receiving written notice detailing the breach.

• Repeated Non-Payment: AllTheTables may terminate this Agreement immediately if the Restaurant repeatedly fails to make payments as required under this Agreement, after providing notice and an opportunity to cure such payment failures within fifteen (15) days.

• Data Protection Violations: Either party may terminate this Agreement if the other party is found to have willfully violated data protection laws (e.g., GDPR or CCPA) or has failed to adequately protect Guest data in accordance with this Agreement’s requirements, and has not resolved the violation within a reasonable timeframe.

• Bankruptcy or Insolvency: Either party may terminate this Agreement immediately if the other party becomes insolvent, files for bankruptcy, or has a bankruptcy proceeding filed against it, which is not dismissed within sixty (60) days.

9.3 Suspension of Services

• Non-Payment of Fees: AllTheTables reserves the right to suspend services to the Restaurant if payment of fees is overdue by more than thirty (30) days and written notice of non-payment has been provided. Services will resume promptly upon receipt of payment for all outstanding invoices.

• Risk of Legal Violation: AllTheTables may suspend services immediately if it reasonably believes that continuing the service could result in a violation of applicable law or regulation. AllTheTables will notify the Restaurant of the suspension and the reason for the suspension, and it will resume services if and when the risk is resolved.

• Security and Data Breach Risks: If AllTheTables identifies a significant risk to data security (e.g., unauthorized access to Guest data or a potential data breach), it reserves the right to suspend services temporarily to investigate and mitigate the risk. AllTheTables will notify the Restaurant of the suspension and provide an estimate of the time required to resolve the issue.

9.4 Effects of Termination or Suspension

• Termination of Access: Upon termination of this Agreement, AllTheTables will immediately revoke the Restaurant’s access to the Booking Channel, associated dashboards, and any other proprietary systems. The Restaurant agrees to cease using any AllTheTables IP and remove any branding or materials related to AllTheTables from its website, promotional materials, or public listings.

• Outstanding Fees: Upon termination, the Restaurant is responsible for paying any outstanding fees, including fees for all Fulfilled Reservations and other charges incurred before the effective date of termination. AllTheTables will provide a final invoice within thirty (30) days of termination, and payment is due within thirty (30) days of receipt.

• Return or Deletion of Data: Upon termination, each party shall, within thirty (30) days, delete or return any Personal Data of Guests or other confidential information received from the other party, unless retention is required by law. Each party agrees to provide written confirmation of data deletion upon request.

• Completion of Pending Reservations: AllTheTables will, to the extent feasible, complete any pending Reservations booked before the termination date. If completion is not feasible, AllTheTables will notify the Restaurant of any cancellations resulting from the termination.

• Transition Support: If requested by the Restaurant, AllTheTables will provide reasonable assistance for up to thirty (30) days post-termination to support the transition of services, provided that the Restaurant has no outstanding balance due. This support may include transferring data or coordinating with any replacement booking providers.

9.5 Termination for Change in Business Structure

• Acquisition or Merger: Either party may terminate this Agreement with thirty (30) days’ notice if the other party undergoes a merger, acquisition, or change in control that materially affects its operations, policies, or ownership. The terminating party must provide a written explanation detailing the reasons for termination.

• Assignment of Rights: AllTheTables reserves the right to assign or transfer its rights and obligations under this Agreement to any entity succeeding it in connection with an acquisition, merger, or sale of substantially all its assets. If such an assignment occurs, AllTheTables will notify the Restaurant within thirty (30) days of the effective date of the assignment.

9.6 Survival of Terms

• Surviving Obligations: The following provisions will survive termination or expiration of this Agreement:

• Section 5 (Liability Limitations),

• Section 6 (Intellectual Property),

• Section 8 (Dispute Resolution),

• Section 9.4 (Effects of Termination or Suspension),

• Section 10 (Confidentiality), and

• Any payment obligations incurred prior to termination.

• No Waiver of Rights: Termination of this Agreement shall not waive any rights or remedies that either party may have under applicable law or the terms of this Agreement, nor shall it prevent either party from pursuing any other remedy to which it is entitled.

9.7 Consequences of Unjustified Termination

• Unjustified Early Termination: If either party terminates this Agreement without valid cause (as defined in this Agreement) or without following the termination procedures specified, the terminating party may be liable for damages, including lost profits, reputation harm, or other losses incurred as a direct result of unjustified termination.

• Indemnification for Early Termination by AllTheTables: If AllTheTables terminates the Agreement without cause, it agrees to waive any claim to payment for Reservations that were scheduled but not fulfilled due to the termination. This provision is limited to fees related to bookings that were canceled solely due to AllTheTables’ unjustified termination.

9.8 Force Majeure

• Force Majeure Event: Neither party shall be liable for delays or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including natural disasters, pandemics, government actions, strikes, labor disputes, wars, or other unforeseen circumstances (“Force Majeure Events”).

• Notice of Force Majeure: In the event of a Force Majeure Event, the affected party shall notify the other party as soon as reasonably possible and make efforts to resume its obligations once the Force Majeure Event is resolved. Either party may terminate this Agreement without liability if the Force Majeure Event persists for more than sixty (60) days.

9.9 Notices

• Written Notice Requirement: All notices of termination, suspension, or other actions under this section must be given in writing and delivered via email, courier, or registered mail to the designated contact person of each party. Notices will be deemed received upon delivery confirmation or as otherwise specified in the Agreement.

• Notice Contact Information: Each party agrees to keep its contact information current and to provide updated information if there are any changes to the designated contact for notices. Notices should be sent to the addresses provided in this Agreement or any updated address provided by either party in writing.

10. Miscellaneous

10.1 Entire Agreement

• Integration: This Agreement, including all exhibits, appendices, and referenced policies, constitutes the entire agreement between AllTheTables and the Restaurant. It supersedes all prior and contemporaneous agreements, representations, negotiations, or understandings, whether written or oral, related to its subject matter.

• No Reliance on External Representations: Each party acknowledges that it has not relied on any statements, promises, or representations made by the other party or anyone acting on their behalf, other than those expressly stated in this Agreement.

10.2 Amendments and Modifications

• Written Amendment Requirement: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties. Oral modifications or amendments are not valid and will not be enforceable.

• Unilateral Amendments by AllTheTables: AllTheTables reserves the right to unilaterally update or amend certain policies referenced in this Agreement, such as data protection or privacy policies, to remain compliant with regulatory changes. Any material amendments will be provided in writing to the Restaurant at least thirty (30) days in advance.

10.3 Assignment

• Assignment by AllTheTables: AllTheTables may assign or transfer its rights and obligations under this Agreement to an affiliated entity or as part of a merger, acquisition, or sale of its business, upon providing thirty (30) days’ written notice to the Restaurant.

• Assignment by the Restaurant: The Restaurant may not assign, transfer, or sublicense its rights or obligations under this Agreement without the prior written consent of AllTheTables. Any attempted assignment without consent is void and unenforceable.

10.4 Confidentiality

• Confidential Information: Each party agrees to keep confidential and not disclose or use any proprietary or confidential information shared by the other party, including but not limited to business plans, customer data, pricing information, and technology. This obligation continues for two (2) years after the termination of this Agreement.

• Permitted Disclosures: Confidential information may be disclosed to employees, agents, or advisors who need access to fulfill obligations under this Agreement, provided they are bound by similar confidentiality obligations. Disclosures required by law or regulatory authorities are permitted, provided the disclosing party gives advance notice to the other party, where legally possible.

10.5 Independent Contractors

• Nature of Relationship: AllTheTables and the Restaurant are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, or agency relationship between the parties, nor does either party have the authority to bind the other.

• No Employment Relationship: This Agreement does not create any employment relationship between AllTheTables and any Restaurant staff, employees, or agents. Each party is responsible for its own personnel, compensation, taxes, and benefits.

10.6 Waiver

• No Waiver of Rights: A failure or delay by either party to exercise any right or remedy under this Agreement does not constitute a waiver of that right or remedy. Any waiver must be in writing and signed by an authorized representative of the waiving party.

• Limited Scope of Waivers: A waiver of any breach of this Agreement does not constitute a waiver of any subsequent breach or a waiver of other provisions of this Agreement.

10.7 Severability

• Severability of Provisions: If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable or, if modification is not possible, severed from the Agreement.

• Remaining Provisions: The remaining provisions of this Agreement shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall not affect the enforceability of any other provisions.

10.8 Notices

• Form of Notice: All notices required or permitted under this Agreement must be in writing and delivered by email, registered mail, courier, or other reliable delivery service to the contact details provided by each party.

• Notice Effective Date: Notices shall be deemed received:

• Immediately if sent via email with confirmation of successful delivery,

• One business day after dispatch if sent by courier, or

• Three business days after posting if sent by registered mail.

• Updated Contact Information: Each party agrees to promptly notify the other of any changes to their designated contact information for notices.

10.9 Governing Law

• Applicable Law: This Agreement shall be governed by and construed in accordance with the laws of:

• England and Wales, if the Restaurant is based in the United Kingdom,

• The State of New York, United States, if the Restaurant is based in the United States, or

• The relevant EU member state, if the Restaurant is based in the European Union.

• Jurisdiction and Venue: For any non-arbitrable claims, the parties agree to the exclusive jurisdiction and venue of the courts specified in the Dispute Resolution section of this Agreement.

10.10 Language

• Governing Language: This Agreement is drafted in English, which shall be the governing language. If this Agreement is translated into another language, the English version shall control in the event of any conflicts or discrepancies.

10.11 Counterparts and Electronic Signatures

• Counterparts: This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

• Electronic Signatures: The parties agree that electronic signatures shall have the same effect as original signatures. A scanned, faxed, or electronically signed copy of this Agreement shall be deemed to have the same legal effect as an original signed version.

10.12 Headings

• Headings for Convenience: The headings and titles of sections and subsections in this Agreement are for convenience only and shall not affect the interpretation or construction of this Agreement.

10.13 Publicity

• Public Announcements: AllTheTables reserves the right to list the Restaurant as a partner in its marketing materials, website, and press releases. Any other use of the Restaurant’s name, logo, or partnership information for publicity purposes requires the prior written consent of the Restaurant.

• Mutual Consent for Case Studies: Either party may propose creating a case study, testimonial, or success story based on the partnership. Such materials shall require mutual consent, and each party shall have the right to review and approve any public use of such materials.

10.14 Force Majeure

• Definition of Force Majeure: Neither party shall be liable for delays or failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, government actions, strikes, labor disputes, war, civil disturbances, and acts of terrorism (“Force Majeure Event”).

• Notice of Force Majeure Event: The affected party shall notify the other party as soon as reasonably possible of the Force Majeure Event and its impact on performance. The affected party shall make commercially reasonable efforts to resume its obligations promptly once the Force Majeure Event is resolved.

By using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions of Use.