End-User License Agreement

1. Scope of Services:

Under the GDPR, You have the following rights with respect to Your information:

1. Subject to the terms and conditions of this Agreement, the Service Provider grants the Restaurant a non-exclusive, non-transferable, and limited license to access and use the POS Software and related Services as described in Annexure I (“Services”). The Services are provided solely for the internal business operations of the Restaurant.
2. All rights, titles, and interests in the POS Software, including any updates, enhancements, or derivatives, shall remain the exclusive property of the Service Provider. The Restaurant shall not acquire any ownership interest in the POS Software through this Agreement.
3. The Restaurant shall not:
   • Transfer, assign, or sublicense the license without prior written consent from the Service Provider.
   • Use the POS Software for any purpose beyond its intended scope, including reverse engineering, reselling, or modifying the software.
4. The Restaurant acknowledges and agrees that:
   • The POS Software is provided as a cloud-based solution, and its availability may be subject to scheduled maintenance or unforeseen disruptions.
   • Any optional add-on services or integrations with third-party platforms shall be subject to separate terms as detailed in Annexure I or subsequent agreements.
5. The Service Provider reserves the right to modify the features or specifications of the Services to comply with applicable laws, technological advancements, or internal business requirements, provided that such modifications do not materially reduce the core functionalities of the Services.
6. The Restaurant is responsible for:
• Providing accurate data for input into the POS Software to ensure optimal functionality.
• Maintaining compatible hardware and internet connectivity as specified by the Service Provider.
7. The Restaurant agrees that the Service Provider may access certain non-sensitive data for the purposes of software improvement, analytics, and ensuring service continuity, as detailed in the Privacy Policy.

2. Additional Service

1. The Service Provider may offer additional services, features, or integrations beyond the scope of the standard POS Software subscription (collectively referred to as "Additional Services"). These services may include, but are not limited to, integrations with third-party platforms, hardware installations, extended support, and other optional functionalities as outlined in Annexure I.
2. To access Additional Services, the Restaurant must:
   • Submit a formal request through the Service Provider's designated platform or contact point.
   • Agree to any applicable terms, conditions, and fees associated with such services before activation.
3. The Restaurant agrees to pay the Service Provider all fees applicable to the Additional Services ("Consideration"), which may include:
   • One-time activation fees.
   • Recurring subscription charges, if applicable.
   • Any other costs as specified at the time of subscription.
   All charges for Additional Services shall be exclusive of applicable taxes, which shall be borne by the Restaurant.

3. Taxes

1. The Restaurant agrees and acknowledges that all amounts payable to the Service Provider for the POS Software, Additional Services, and Paid Services are exclusive of applicable taxes, including but not limited to Goods and Services Tax (GST), Value Added Tax (VAT), or any other indirect taxes levied by applicable laws.
2. The Restaurant shall be solely responsible for:
   • Paying any applicable taxes related to the Services.
   • AComplying with all tax laws, including filing returns or declarations as required under the applicable jurisdiction.
3. The Service Provider will issue invoices for the Services and Additional Services in compliance with applicable tax laws, including the disclosure of relevant taxes where applicable.
4. In the event of changes in tax laws or the introduction of new taxes that affect the fees payable under this Agreement, the Restaurant agrees that such additional taxes or levies shall be borne solely by the Restaurant.

4. Terms of Service

1. The Parties acknowledge that the specifications of the Services may have to be changed from time to time to comply with changes in law, requirements of the Service Provider, or changes in technology.
2. The Restaurant understands and agrees to provide full access to the Service Provider for utilization of the data entered into the POS Software to assist the Service Provider and/or their associated designates in providing the Services to the Restaurant. The Restaurant shall be responsible for inputting the information required by the POS Software to avail the Services effectively. The Service Provider shall not be liable for any errors of omission or commission by the Restaurant in the POS Software.
3. The Restaurant shall not, and shall not permit any third party to:
   • Use the POS Software other than as mentioned in this Agreement.
   • Translate, adapt, modify, or create any derivative work of any part of the POS Software.
   • Market, distribute, assign, transfer, rent, lease, or loan the POS Software in whole or part, or use it to provide hosting services to third parties.
   • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the POS Software.
   • Disclose, transfer, or communicate the POS Software to any third party without prior written consent from the Service Provider or use it in any manner restricted by copyright.
4. The Service Provider shall provide support and maintenance services, including but not limited to resolving POS Software malfunctions and other software-related concerns.
5. The Restaurant acknowledges and agrees that this Agreement shall be subject to the terms and conditions specified on the Service Provider’s platform and the privacy policy. The Restaurant shall abide by and adhere to the said terms and privacy policy as amended from time to time. These terms and conditions shall be deemed incorporated into this Agreement
6. The Restaurant agrees that the Service Provider may share personal information collected from the Restaurant with third parties who, in the opinion of the Service Provider, may offer goods or services of interest to the Restaurant. These third parties may use such information for analytics and development purposes. The confidentiality of the personal information shall be protected by such third parties at all times.
7. The Restaurant acknowledges that the Service Provider shall not be responsible for any breach of confidentiality obligations or adherence to data protection laws by third parties or the services offered by them. The Service Provider makes no endorsement or representation regarding such third parties.

5. Obligations of Restaurant

1. The Restaurant shall maintain administrative, technical, and physical safeguards, along with robust processes, procedures, and checks, to protect customer information (including sensitive personal data or any other information). These safeguards must comply with applicable laws and/or industry standards issued by any governmental authority. The safeguards must:
   • Be at least equal to or better than those currently in place to protect the Restaurant’s own data.
   • Align with generally accepted security standards in the financial services industry. The Restaurant shall bear sole responsibility for any breach of security, theft, modification, or corruption of customer data, regardless of whether it results directly or indirectly from its actions or omissions.
2. The Restaurant authorizes the Service Provider to access and use customer and transaction data available in the backend to enhance business processes, including product performance and service quality. The Service Provider may aggregate such data with other customer data for analytics and to demonstrate network performance and improve services and products.
3. The Restaurant shall not process transactions that are prohibited by law or by this Agreement. If any prohibited transaction is processed, the Service Provider reserves the right to take necessary steps to protect its interests. This may include suspending Services and requiring the Restaurant to take corrective actions.
4. The Restaurant ensures that its obligations under this Agreement do not breach any third-party agreements or obligations. The Service Provider shall not be held liable for any such breaches by the Restaurant. In cases where a breach arises due to obligations involving third-party service providers referred by the Service Provider, the Service Provider reserves the unilateral right to terminate the Services and/or this Agreement as per Clause 10. The Restaurant shall bear any liabilities arising from such breaches, and the Service Provider shall not be responsible for any losses incurred by the Restaurant.
5. The Restaurant shall ensure that all third-party service providers register using valid details, such as mobile number, bank account, and permanent account number, as required by the Service Provider’s due diligence process. The third parties must also accept the Service Provider’s terms and conditions.
6. The Restaurant will require each third-party service provider to protect the privacy, confidentiality, and security of all personal information. These protections must meet the reasonable measures specified in this Agreement and applicable law, including protecting the Service Provider’s Confidential Information. The Restaurant shall regularly assess and ensure compliance by third-party service providers with these requirements.

6. Payment Powered by POS

1. The Service Provider facilitates payment processing through third-party software integrated into the POS Software. The Restaurant acknowledges and agrees to the following definitions:
   • Cardholder/ CustomerA person making payments using a valid card.
   • Chargeback: A dispute initiated by a Cardholder regarding a payment.
   • Merchant Discount Rate (MDR): A percentage fee charged for each payment transaction processed.
   • Valid Card: Any authorized debit or credit card as defined by the Third Party Service Provider.
   • Transaction Receipt:A digital receipt issued upon successful payment authorization.
2. TThe Restaurant shall honor and accept all valid card payments and ensure that no discrimination occurs between different card schemes.
3. The Restaurant shall honor and accept all valid card payments and ensure that no discrimination occurs between different card schemes.
4. Authorization for every transaction must be obtained via the POS Software before goods or services are delivered.
5. The Restaurant assumes full responsibility for verifying the validity of cards and Cardholders.
6. The Restaurant acknowledges that unauthorized or declined transactions will not be the responsibility of the Third Party Service Provider.
7. The Restaurant agrees to pay the MDR and any additional fees as specified by the Third Party Service Provider. These charges will be deducted from the Restaurant’s payouts.
8. Refunds must adhere to documented procedures and cannot be issued as cash. Refund requests should be supported by appropriate invoices and transaction details.
9. The Restaurant shall bear the financial responsibility for any uncollectible charges or chargebacks, including applicable fees.
10. Refunds requested beyond 180 days of the transaction date will not be processed.
11. In the event of customer disputes, the Restaurant must resolve issues promptly and refund amounts as directed by the Third Party Service Provider. Unresolved disputes may lead to deductions from the Restaurant’s account to reimburse the customer.
12. The Service Provider reserves the right to audit the Restaurant’s operations to ensure compliance with relevant laws and this Agreement. Non-compliance may result in penalties or suspension of services.
13. The Service Provider is not liable for any issues arising from third-party payment processing services. All claims related to payment disputes must be directed to the respective Third Party Service Provider.

7. Representation and Warranties

1. The Service Provider affirms its legal authority to enter into this Agreement and fulfill its obligations. All commitments under this Agreement are lawful, valid, and enforceable.
2. The Restaurant confirms it is legally authorized to execute this Agreement without breaching any prior obligations. It assumes full responsibility for ensuring compliance with legal and regulatory requirements, maintaining up-to-date restaurant information, and providing the necessary technical infrastructure, including compatible hardware and internet access, for the proper functioning of the POS Software. Furthermore, the Restaurant agrees to use the Services in accordance with applicable laws, refrain from illegal activities, and manage third-party obligations without implicating the Service Provider.
3. All Services are provided "as is" and "as available," without any express or implied warranties, including those of merchantability, non-infringement, or fitness for a specific purpose. The Service Provider does not guarantee uninterrupted or error-free operation of the Services.
4. The Service Provider does not assume responsibility for the accuracy or completeness of information related to the POS Software or Services, nor for any interruptions, errors, or operational issues that may arise.
Both parties agree that the representations made herein remain valid for the duration of this Agreement.

8. Limitation of Liability

1. The Service Provider shall not be liable for any loss of revenue, profit, data, or for any direct, indirect, special, incidental, consequential, or punitive damages arising out of or in connection with this Agreement, the POS Software, or the Services.
2. The Service Provider is not responsible for any damages resulting from alteration, destruction, or loss of data or information entered, generated, or obtained from the use of the POS Software or Services, including reports or numerical results.
3. The Service Provider assumes no liability for damages caused by the actions or omissions of third parties.
4. The total liability of the Service Provider to the Restaurant, under any circumstances, shall not exceed USD 50 (United States Dollar).

9. Indemnification

The Restaurant acknowledges and agrees that the Service Provider shall not be held responsible for the quality, quantity, merchantability, delivery, non-delivery, or delayed delivery of products or services offered by the Restaurant. This includes handling any chargebacks, disputes, or claims raised by customers or fraudulent transactions associated with the Restaurant’s software. The responsibility to implement fraud prevention measures lies solely with the Restaurant, which shall also bear all risks and liabilities arising from its services to customers. Any disputes related to product or service deficiencies must be resolved directly between the Restaurant and its customers, without the involvement of the Service Provider.

Furthermore, the Restaurant agrees to indemnify and hold harmless the Service Provider, its affiliates, and representatives from all liabilities, damages, losses, costs, and expenses arising from the use of the POS Software or Services by the Restaurant or its employees. This includes losses related to third-party integrations, intellectual property infringements, wrongful or improper use of the software, inaccuracies in information provided by the Restaurant, or disputes arising from transactions. The indemnification rights of the Service Provider shall not limit or affect its right to pursue additional remedies available under the law or this Agreement.

10. Termination

1. Either Party reserves the right to terminate this Agreement by providing a prior written notice of 30 (thirty) days.
2. The Service Provider may, at its sole discretion, terminate this Agreement and/or cease the provision of Services or add-on services with immediate effect, without prior notice, under certain circumstances, including but not limited to the Restaurant's breach of contractual obligations or legal requirements.
3. Upon termination or expiry of this Agreement, both Parties are obligated to fulfill any pending obligations that arose prior to termination. The Restaurant must cease the use of the Service Provider’s software and services, and promptly return or delete any confidential materials, software, or intellectual property belonging to the Service Provider.
4. Certain provisions of this Agreement will continue to remain in effect even after termination. These include but are not limited to provisions on Representations and Warranties (Clause 7), Indemnification (Clause 9), Survival (Clause 10.4), Intellectual Property Rights (Clause 12), Confidentiality (Clause 13), Notices (Clause 17), Governing Law (Clause 21), and Dispute Resolution (Clause 22).

11. Relationship

The Parties acknowledge and agree that the relationship arising from this Agreement does not constitute or create a general agency, joint venture, partnership, employee relationship or franchise between the Parties and that they shall be independent contractors.

12. Intellectual Property Rights

1. The Service Provider retains full ownership of all rights, titles, and interests in its POS Software, Paid Services, and other related services. This ownership includes but is not limited to patents, trademarks, copyrights, trade secrets, and proprietary information related to the development, functionality, and documentation of the software and services. No ownership or licenses are transferred to the Restaurant under this Agreement, whether explicitly or implied.
2. The Restaurant is prohibited from modifying, obscuring, removing, or interfering with any trademarks, logos, or proprietary markings present in the Service Provider’s software or services. Upon termination or expiry of this Agreement, the Restaurant must immediately cease using any intellectual property belonging to the Service Provider and return or destroy any materials, documents, or data that contain confidential information or intellectual property.
3. The Service Provider reserves the right to enforce its intellectual property rights through all available legal remedies, including seeking injunctive relief or other equitable actions, to prevent unauthorized use, infringement, or harm to its proprietary interests. The terms outlined in this section are essential to protecting the integrity and ownership of the Service Provider's intellectual property and are non-negotiable under this Agreement.

13. Confidentiality

1. Confidential Information refers to all proprietary and non-public information related to the Service Provider’s business and assets, whether directly or indirectly obtained by the Restaurant. This includes, but is not limited to, information about suppliers, customers, product designs, operational methods, marketing strategies, trade secrets, intellectual property, and any data or details relating to the POS Software, Paid Services, and associated business processes.
2. The Restaurant is obligated to maintain the confidentiality of all such information and must not disclose, share, or use it for any purpose other than fulfilling the obligations outlined in this Agreement. Confidentiality must be preserved even after the termination or expiry of this Agreement.
3. The Service Provider may utilize third-party technology service providers for hosting and maintaining the POS Software. The Restaurant acknowledges that the Service Provider is not liable for any breaches of data protection laws by these third-party providers. The Service Provider processes any personal data provided by the Restaurant solely to fulfill its obligations under this Agreement, and the Restaurant retains full responsibility as the Data Controller for ensuring compliance with applicable data protection laws.
4. Exceptions to confidentiality include information already in the public domain, independently developed without access to confidential data, or required to be disclosed by judicial order or law. In such cases, the disclosing Party must provide advance notice to allow the other Party an opportunity to seek protective measures or limit the scope of disclosure.

14. Force Majeure

Neither Party shall be held liable for any failure or delay in fulfilling their obligations under this Agreement if such failure or delay arises from a Force Majeure event. Affected Parties must provide written notice to the other Party within 15 (fifteen) days of the event’s occurrence, including sufficient evidence of the Force Majeure event. If the Force Majeure event continues uninterrupted for a period exceeding 90 (ninety) days, both Parties shall reassess the situation and may agree to terminate this Agreement if the event persists. Force Majeure refers to events beyond the reasonable control of the affected Party, including but not limited to civil disturbances, declared or undeclared wars, actions by civil or military authorities, acts of terrorism, sabotage, natural disasters, air accidents, riots, pandemics, or epidemics.

15. Disclaimer

1. The Service Provider's role and obligations under this Agreement are strictly limited to the terms explicitly outlined. No additional duties or obligations, implied or otherwise, shall be attributed to the Service Provider. Furthermore, the Service Provider is not bound by the provisions of any other agreements outside the scope of this document.
2. The Service Provider bears no obligation to expend its own resources or assume liability, financial or otherwise, in executing its responsibilities under this Agreement. It may rely, in good faith, on any notices, instructions, or documents received, considering them as valid and duly authorized without the need for further investigation.
3. In executing its duties, the Service Provider may reasonably rely on instruments or signatures it deems authentic. There is no obligation to verify the validity or accuracy of such documentation or statements.
4. The Service Provider will not be held liable for losses or damages resulting from the performance or non-performance of its duties, except in cases of fraud, gross negligence, or willful default directly caused by its personnel. Instructions that conflict with this Agreement will be deemed null and void, and the Service Provider will not be obligated to act on or liable for any such instructions.
5. Additionally, the Restaurant is required to reimburse any penalties, fines, or statutory or regulatory charges requested by the Service Provider during or after the term of this Agreement. The Service Provider is not obligated to oversee or assume the responsibilities of the Restaurant or any third party under any circumstances.

16. Assignment

Neither Party may transfer or assign this Agreement, including any rights or obligations arising from it, to any third party without obtaining prior written consent from the other Party. Any attempted assignment in violation of this provision shall be deemed null and void.

17. Notices

All notices required under this Agreement must be in writing and shall be considered delivered under the following conditions:

• If delivered by hand, at the time of delivery.
• If sent by facsimile, upon confirmation of receipt at the sender’s facsimile machine.
• If sent by email, 24 (twenty-four) hours after the email is transmitted.

18. Wavier

The failure of either Party to enforce or insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of that Party's rights to require performance of the same or any other provision at a later time. Any waiver of a breach or non-compliance under this Agreement shall be valid only if provided in writing and signed by the waiving Party. Such a waiver shall not be interpreted as a waiver of any subsequent breach or failure to comply with the terms of this Agreement.

19. Entire Agreement

This Agreement, including its Annexures and any referenced terms, conditions, and privacy policies associated with the POS Software, constitutes the complete and exclusive agreement between the Parties. It supersedes all prior agreements, understandings, representations, or warranties, whether oral or written, relating to the subject matter herein. No additional terms, representations, or warranties shall bind either Party unless expressly agreed to in writing and signed by both Parties.

20. Amendements and Modifications

This Agreement, including its Annexures, may only be amended, modified, or altered through a written instrument explicitly agreed upon and signed by both Parties. Any changes without mutual written consent shall be considered invalid and unenforceable.

21. Governing Laws

This Agreement shall be governed, interpreted, and construed in accordance with the laws of the jurisdiction in which the Service Provider is based, as agreed upon by the Parties. For transactions in Asia, the laws of Pakistan shall apply. For operations in other jurisdictions, such as the United Kingdom or UAE, the applicable laws of the respective country shall govern, and disputes shall be subject to the jurisdiction of courts in the relevant region, unless otherwise mutually agreed in writing.

22. Dispute Resolution

1. Any dispute, controversy, or claim arising out of or relating to this Agreement, its validity, interpretation, breach, or termination, including claims seeking redress under applicable law (“Dispute”), shall, unless resolved amicably between the Parties, be settled through arbitration
2. For transactions governed by the laws of Pakistan, the arbitration shall follow the provisions of the Arbitration Act, 1940, as amended or re-enacted, with proceedings held in Islamabad, Pakistan. For transactions under the laws of the United Kingdom, arbitration shall adhere to the Arbitration Act, 1996, as amended or re-enacted, and proceedings shall take place in London, United Kingdom. For transactions governed by the laws of the United Arab Emirates, the UAE Federal Arbitration Law (Federal Law No. 6 of 2018), as amended or re-enacted, shall apply, with proceedings held in Dubai, UAE. In all cases, the arbitral tribunal shall consist of one arbitrator, mutually appointed by the Parties.
3. The award issued by the arbitration tribunal shall be final and binding on both Parties. The Parties shall not initiate any legal action in a court of law regarding the Dispute, except for the enforcement of the arbitration award, as permitted by applicable laws.

23. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable under any applicable law, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of the remaining provisions of the Agreement, which shall continue to be fully effective and enforceable. The Parties agree to negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid and enforceable provision that achieves, as closely as possible, the original intent and economic effect of the invalid provision.