1. Terms of Service

1.1 About these Terms

These Terms of Service ("Terms") govern access to and use of TableSyncAI, TableSync, and all related applications, websites, software, APIs, point-of-sale products, kitchen products, staff applications, control-centre features, direct-ordering services, artificial-intelligence features, communications tools, payment-related features, marketplace integrations and other services supplied by THYNKR SYSTEMS LTD (collectively, the "Services").

THYNKR SYSTEMS LTD is a company incorporated in England and Wales under company number 15306717, with its registered office at Office 2, 1st Floor, 73 Station Passage, London, England, E18 1JL ("THYNKR", "we", "us" or "our").

"TableSyncAI" and "TableSync" are product and trading names used by THYNKR. They are not separate contracting legal entities unless expressly stated otherwise in a written agreement signed by THYNKR.

By creating an account, accepting an Order Form, using the Services, or otherwise indicating acceptance, the customer agrees to these Terms.

If a person accepts these Terms on behalf of a company, restaurant, franchise, partnership, organisation or other legal entity, that person represents that they have authority to bind that entity. "Customer", "you" and "your" refer to that entity.

These Terms are principally intended for business customers. They do not exclude any mandatory rights that cannot lawfully be excluded.

1.2 Contract Structure

The agreement between THYNKR and the Customer may consist of:

1. these Terms;
2. an Order Form, subscription selection or online checkout;
3. the Data Processing Agreement ("DPA");
4. the Acceptable Use Policy;
5. the Refund & Cancellation Policy;
6. any applicable service-specific terms;
7. any written Master Services Agreement ("MSA"); and
8. any schedules expressly incorporated into those documents.

If there is a conflict, a signed MSA or Order Form takes priority to the extent of that conflict, followed by the DPA for data-protection matters, then these Terms, unless the relevant document expressly states otherwise.

1.3 Eligibility and Accounts

The Customer must:

• provide complete, accurate and current registration information;
• keep account credentials confidential;
• use reasonable security measures to prevent unauthorised access;
• maintain accurate restaurant, tax, menu, staff, billing and contact information;
• ensure that only authorised personnel use the Customer account; and
• promptly notify THYNKR of suspected account compromise or unauthorised use.

The Customer is responsible for activity carried out through its account by its personnel, contractors, agents and authorised users, except to the extent directly caused by THYNKR's breach of its legal obligations.

THYNKR may require identity, business, ownership, payment, compliance or other verification before activating or continuing particular Services.

1.4 The Services

Depending on plan, market, device, technical availability, provider support and rollout status, the Services may include:

• restaurant point-of-sale functionality;
• staff and floor-service applications;
• kitchen display and preparation workflows;
• restaurant management and Control Centre functionality;
• branded direct-ordering websites and restaurant domain integrations;
• menu, modifier, pricing, availability, allergen and inventory features;
• customer-order and fulfilment workflows;
• reporting and operational analytics;
• subscription and billing functionality;
• payment initiation, payment acceptance, payment orchestration or payment-related interfaces;
• third-party delivery marketplace integrations;
• WhatsApp or other messaging-based ordering;
• AI-assisted natural-language ordering;
• voice-ordering and telephony integrations;
• APIs, webhooks and developer tools; and
• additional features introduced from time to time.

Feature availability can vary by country, customer, plan, device, integration provider and deployment phase. A marketing statement that a feature is planned, in testing, available in selected markets or subject to controlled rollout is not a commitment that it will be immediately available to every Customer.

1.5 Licence

Subject to payment of applicable fees and compliance with the Agreement, THYNKR grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable right during the subscription term to access and use the Services for the Customer's internal business operations and authorised restaurant activities.

No ownership rights in the Services, source code, software, models, workflows, documentation, trademarks, designs or other THYNKR intellectual property are transferred to the Customer.

1.6 Customer Responsibilities

The Customer is solely responsible for:

• the legality and accuracy of menu descriptions, prices, taxes, allergens, nutritional information and product availability;
• food preparation, quality, hygiene, safety and fulfilment;
• obtaining permits, licences and regulatory approvals required for its business;
• employment, payroll, scheduling and workplace-law compliance for its personnel;
• customer service relating to the restaurant's goods and services;
• decisions taken using reports, recommendations or AI-generated outputs;
• obtaining required consents for marketing, messaging, telephony and recording;
• configuring and supervising staff permissions;
• ensuring that its instructions to THYNKR are lawful;
• determining the appropriate lawful basis for personal data it controls;
• complying with applicable payment, consumer, advertising, food, tax and e-commerce laws; and
• maintaining a suitable internet connection, supported hardware and secure local environment.

The Customer must not represent that THYNKR is the restaurant, food seller, employer or food-preparation operator unless THYNKR expressly agrees otherwise in writing.

1.7 Orders and Restaurant-Customer Relationship

Unless expressly stated otherwise for a particular transaction, food and beverage orders placed through a Customer's TableSyncAI-powered ordering surface are contracts between the restaurant Customer and its end customer.

The restaurant remains responsible for:

• accepting or rejecting orders;
• menu accuracy;
• stock;
• pricing;
• taxes;
• allergens;
• preparation;
• delivery or collection;
• refunds relating to the restaurant's goods;
• complaints concerning the restaurant's goods or service; and
• compliance with applicable consumer laws.

THYNKR provides technology enabling those transactions and is not responsible for the quality, safety, legality or fulfilment of food or other products sold by a Customer.

1.8 Artificial Intelligence Features

Some Services may use machine learning, large language models, speech recognition, text generation, recommendation systems or other artificial-intelligence technology ("AI Features").

AI Features may generate incorrect, incomplete, ambiguous or unexpected outputs. The Customer must apply appropriate human review before relying on AI output for decisions that could materially affect a person, financial transaction, allergy, food safety, legal obligation or other high-impact matter.

The Customer must not use AI Features to:

• evade legal duties;
• make unlawful discriminatory decisions;
• generate or submit fraudulent orders;
• impersonate people without authority;
• process data that the Customer is not entitled to process;
• provide unsafe allergy or medical assurances; or
• conduct activities prohibited by the Acceptable Use Policy.

Where an AI system interprets a customer's natural-language order, the restaurant remains responsible for verifying the resulting order where reasonable and for resolving discrepancies with its customer.

THYNKR may use third-party AI infrastructure. AI Feature availability and model providers may change without materially reducing the contracted core service.

1.9 WhatsApp, Messaging and Voice Features

Messaging and voice functionality may rely on telecommunications carriers, Meta/WhatsApp, number providers, speech services, cloud providers and other third parties.

The Customer is responsible for:

• obtaining any consent required to contact individuals;
• providing notices required for call recording or AI interaction;
• compliance with direct-marketing and electronic-communications laws;
• lawful use of dedicated or forwarded telephone numbers;
• ensuring emergency calls are not routed through a service not designed for emergency calling; and
• reviewing the accuracy of automated order capture.

THYNKR does not guarantee uninterrupted delivery by third-party messaging or telecommunications networks.

1.10 Payments

TableSyncAI may make payment functionality available through one or more payment service providers ("PSPs") selected or enabled by THYNKR according to market, channel, technical capability, commercial arrangements, compliance requirements and provider availability.

A restaurant is not guaranteed the right to select a particular PSP.

Payment functionality may require additional onboarding, verification, terms, screening or acceptance by a PSP. THYNKR may withhold or disable payment functionality where regulatory, fraud, sanctions, technical, provider or risk requirements are not satisfied.

Unless expressly agreed otherwise, THYNKR is not a bank and does not provide regulated banking services merely by providing software interfaces to a PSP.

Where payment services are performed by a regulated third-party provider, those services may also be subject to that provider's terms.

The Customer is responsible for:

• accurate transaction information;
• fraud prevention within its control;
• chargebacks or disputes attributable to its goods or activities;
• refunds it instructs or is legally obliged to provide;
• maintaining sufficient settlement balances where applicable; and
• compliance with any provider-specific requirements communicated to it.

THYNKR may deduct properly due fees, reversals, refunds, disputes, chargebacks, negative balances or reserves from amounts otherwise payable where the Agreement, payment structure or applicable law permits.

1.11 Marketplace and Third-Party Integrations

The Services may connect with platforms such as delivery marketplaces, messaging providers, accounting tools, payment providers or other external services.

Third-party services are outside THYNKR's direct control. Their availability, APIs, commercial terms, approval processes and functionality may change or be withdrawn.

THYNKR is not liable for a third party's independent act, omission, suspension, API outage, policy change or discontinuation, except to the extent liability cannot lawfully be excluded or the issue is directly caused by THYNKR's breach.

The Customer is responsible for maintaining any third-party account or agreement required for an integration.

1.12 Beta, Preview and Controlled-Rollout Features

Features designated beta, preview, experimental, pilot, test, early access or controlled rollout may be incomplete and may be changed, suspended or withdrawn.

Unless expressly agreed otherwise, such features are supplied "as available", without a commitment to continued availability or a specific service level.

1.13 Fees, Billing and Taxes

The Customer must pay the fees shown at checkout, in the applicable pricing page, Order Form or MSA.

Unless stated otherwise:

• subscription fees are charged in advance;
• usage-based or transaction fees may be charged in arrears or deducted from settlement;
• fees exclude VAT and other applicable taxes;
• the Customer is responsible for taxes properly chargeable on its purchase, excluding taxes on THYNKR's net income;
• subscriptions may renew automatically for successive periods unless cancelled in accordance with the applicable cancellation terms; and
• price changes will apply from a future renewal or after reasonable notice where required.

THYNKR may suspend paid functionality for overdue undisputed amounts after providing any notice required by the Agreement or law.

1.14 Free Trials and Promotional Periods

A free trial or promotional period:

• may be limited to one per Customer, group or location;
• may have feature, location, transaction or usage restrictions;
• may convert to a paid subscription if this was clearly disclosed and the Customer supplied a valid payment method;
• may end when the stated trial period expires; and
• may be withdrawn for abuse, duplicate accounts or fraud.

Unless otherwise stated, unused trial time has no cash value.

1.15 Subscription Changes

Upgrades may take effect immediately and may be charged on a prorated basis.

Downgrades normally take effect from the next renewal date unless otherwise stated.

Certain data, integrations or features may become unavailable after a downgrade. The Customer is responsible for exporting required data before a downgrade where export functionality is available.

1.16 Cancellation and Termination

The Customer may cancel a subscription through the available account controls or by contacting THYNKR using the stated support channel.

Cancellation normally prevents the next renewal but does not automatically refund fees already charged.

THYNKR may suspend or terminate access where reasonably necessary because of:

• material breach;
• non-payment;
• fraud or suspected fraud;
• security risk;
• unlawful use;
• sanctions or regulatory restrictions;
• abusive or harmful activity;
• risk to the Services or other customers;
• a third-party provider requirement affecting the relevant service; or
• discontinuation of a Service, subject to applicable contractual commitments.

Where reasonably practicable, THYNKR will provide notice and an opportunity to remedy a remediable breach before termination.

1.17 Customer Data

As between THYNKR and the Customer, the Customer retains ownership of data, content and materials supplied by or on behalf of the Customer ("Customer Data").

The Customer grants THYNKR and its subprocessors a non-exclusive right to host, copy, transmit, process, display and otherwise use Customer Data only as necessary to:

• provide and secure the Services;
• comply with the Agreement;
• comply with law;
• prevent fraud or abuse;
• provide support; and
• perform other processing transparently described in the Privacy Policy or DPA.

Nothing in these Terms transfers ownership of Customer Data to THYNKR.

1.18 Aggregated and De-identified Information

THYNKR may generate and use statistical, aggregated or de-identified information derived from use of the Services where the information does not identify the Customer's end customers or other individuals and is used lawfully for service operation, security, analytics, benchmarking, product improvement and business planning.

THYNKR will not attempt to re-identify information that has been irreversibly anonymised.

1.19 Data Protection

Each party must comply with applicable data-protection law.

Where THYNKR processes personal data on behalf of the Customer as processor, the DPA applies.

For processing where THYNKR determines its own purposes and means, THYNKR acts as controller and the Privacy Policy applies.

The Customer must not instruct THYNKR to process personal data unlawfully.

1.20 Security

THYNKR will implement technical and organisational measures appropriate to the risk of processing.

No internet-connected system can be guaranteed completely secure. The Customer must use supported software, secure its credentials and devices, and promptly install security updates made available for relevant applications.

A security incident does not automatically establish a breach of these Terms, negligence or liability by THYNKR.

1.21 Availability, Maintenance and Changes

THYNKR aims to provide reliable Services but does not warrant uninterrupted or error-free operation.

Services may be unavailable because of:

• planned maintenance;
• emergency maintenance;
• internet, cloud or telecommunications failures;
• provider outages;
• cyber incidents;
• force majeure;
• mandatory legal action; or
• circumstances beyond reasonable control.

THYNKR may update or modify the Services to improve functionality, security, compliance, performance or interoperability. THYNKR will not intentionally remove a material paid core feature during a committed term without a reasonable substitute, transition arrangement or other remedy where contractually required.

1.22 Support

Support channels, response targets and service levels depend on the applicable plan or Order Form.

Unless a signed SLA states otherwise, support response times are targets, not guarantees.

1.23 Intellectual Property

THYNKR and its licensors retain all intellectual-property rights in and to the Services, including software, source code, object code, APIs, documentation, workflows, designs, models, interfaces, branding and improvements.

The Customer must not, except where applicable law expressly permits:

• copy, modify or create derivative works from the Services;
• reverse engineer or attempt to derive source code;
• resell or sublicense the Services without authority;
• circumvent technical controls;
• remove proprietary notices;
• scrape or systematically extract the Services;
• use the Services to build a substantially competing product through unauthorised access; or
• misuse THYNKR trademarks or branding.

1.24 Feedback

If the Customer voluntarily provides feedback or suggestions, THYNKR may use them without restriction or payment, provided this does not grant THYNKR ownership of Customer Data or confidential information.

1.25 Confidentiality

Each party may receive non-public information that is confidential by nature or designation.

The receiving party must:

• use confidential information only for the Agreement;
• protect it with reasonable care;
• disclose it only to people who need it and are subject to confidentiality obligations; and
• not disclose it externally except as permitted by the Agreement or law.

Confidentiality obligations do not apply to information that the receiving party can demonstrate:

• is publicly available without breach;
• was lawfully known without restriction;
• was independently developed without use of the confidential information; or
• was lawfully received from a third party without confidentiality obligation.

A party may disclose confidential information where legally required, subject to lawful notice where permitted.

1.26 Warranties

Each party warrants that it has authority to enter into the Agreement.

THYNKR warrants that it will provide the Services with reasonable care and skill.

Except for express warranties in the Agreement and warranties that cannot lawfully be excluded, the Services are provided without implied warranties, including implied warranties of merchantability, fitness for a particular purpose, uninterrupted availability or compatibility with every third-party system.

1.27 Indemnity by Customer

To the fullest extent permitted by law, the Customer will indemnify THYNKR, its affiliates, officers and personnel against third-party claims, losses, liabilities and reasonable costs arising from:

• the Customer's food, goods or services;
• unlawful Customer Data;
• the Customer's infringement of third-party intellectual-property rights;
• the Customer's breach of applicable food, employment, tax, marketing, consumer or licensing law;
• the Customer's unauthorised or unlawful communications;
• fraudulent activity by the Customer or its users; or
• material breach of these Terms,

except to the extent the claim was caused by THYNKR's own breach, negligence or wilful misconduct.

1.28 Liability

Nothing in the Agreement excludes or limits liability that cannot lawfully be excluded or limited, including liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any other liability that applicable law prohibits from being excluded.

Subject to the above:

1. neither party is liable for indirect or consequential loss;
2. THYNKR is not liable for loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, loss of business opportunity or business interruption, except where such exclusion is prohibited by law;
3. THYNKR is not liable for restaurant food quality, preparation, fulfilment or Customer-created content;
4. THYNKR is not liable for the independent failure of a third-party provider outside THYNKR's reasonable control; and
5. THYNKR's aggregate liability arising out of or relating to the Agreement in any rolling twelve-month period will not exceed the fees paid or payable by the Customer to THYNKR for the affected Services during the twelve months immediately preceding the event giving rise to liability.

If the Customer has paid no fees for the affected Services, THYNKR's aggregate contractual liability will not exceed £100, except where such limitation is prohibited by law.

The limitations apply to the maximum extent permitted by law and reflect the allocation of risk and fees agreed between the parties.

1.29 Force Majeure

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil disturbance, labour disruption, utility failure, internet or telecommunications failure, cloud-provider outage, governmental action or widespread cyber incident, provided the affected party takes reasonable steps to mitigate the impact.

Payment obligations for Services already supplied are not excused by force majeure.

1.30 Export Controls and Sanctions

The Customer must not use the Services in violation of applicable sanctions, export-control or trade-restriction laws.

THYNKR may restrict access where reasonably required to comply with law, provider obligations or sanctions screening.

1.31 Changes to Terms

THYNKR may update these Terms for legal, security, operational or product reasons.

For material changes that adversely affect an existing paid subscription, THYNKR will provide reasonable notice where required. Continued use after the effective date constitutes acceptance where legally permitted.

Changes do not retroactively remove accrued rights or liabilities.

1.32 Notices

Legal notices to THYNKR may be sent to:

THYNKR SYSTEMS LTD
Office 2, 1st Floor
73 Station Passage
London, England
E18 1JL

Email: info@tablesyncai.com

THYNKR may provide notices to the Customer through the account, Services or registered email address.

1.33 Assignment

The Customer may not assign the Agreement without THYNKR's prior written consent, not to be unreasonably withheld in a genuine business reorganisation where the assignee is capable of performing the obligations.

THYNKR may assign the Agreement as part of a merger, reorganisation, financing, sale of business or transfer of the TableSyncAI business, subject to applicable law and continued protection of contractual rights.

1.34 No Partnership or Agency

The Agreement does not create a partnership, joint venture, franchise, employment relationship or general agency between the parties.

1.35 Third-Party Rights

Unless expressly stated otherwise, a person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce it.

1.36 Severability

If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder remains effective.

1.37 Waiver

Failure to enforce a provision is not a waiver of that provision or any other provision.

1.38 Entire Agreement

The Agreement constitutes the entire agreement between the parties concerning the Services and supersedes prior proposals, representations and discussions concerning the same subject matter, except in cases of fraud or fraudulent misrepresentation.

1.39 Governing Law and Courts

The Agreement and any non-contractual obligations arising from it are governed by the laws of England and Wales.

Subject to any mandatory law that applies, the courts of England and Wales have exclusive jurisdiction.