This Agreement governs the Customer's access to and use of the software, services, websites, applications, and related functionality provided by Smatyx.

• Customer Data means all data submitted to, stored in, or processed through the Services by or on behalf of the Customer.
• Order Form means any order form, quotation, proposal, invoice, subscription agreement, or other commercial document issued by Smatyx and accepted by the Customer.
• Services means the software and related services provided by Smatyx from time to time.
• Subscription Term means the subscription period specified in the applicable Order Form.
• Third-Party Services means products, services, software, APIs, payment providers, hardware, integrations, or platforms provided by parties other than Smatyx.

Smatyx provides software and related services for food and beverage businesses, including:

• Point of Sale (POS) systems;
• Self-ordering and QR ordering platforms;
• Kitchen Display System (KDS) functionality;
• Inventory management;
• Reporting and analytics;
• Loyalty and customer engagement features;
• Staff and operational management features;
• Integrations with third-party systems; and
• Additional modules, features, products, and services introduced from time to time.

The exact Services provided to the Customer shall be determined by the applicable Order Form.

Subject to payment of all applicable fees and compliance with this Agreement, Smatyx grants the Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the Subscription Term.

The Services are licensed, not sold. No ownership rights in the Services are transferred to the Customer.

The Subscription Term shall be specified in the applicable Order Form. Unless otherwise stated in the Order Form:

• subscriptions are fixed-term subscriptions;
• subscriptions do not automatically renew; and
• access to the Services expires at the end of the Subscription Term unless renewed.

The Customer shall pay all fees specified in the applicable Order Form or invoice. Unless otherwise agreed:

• payment must be received before activation of the Services;
• all fees are non-refundable;
• Smatyx may suspend access to the Services for non-payment;
• any setup, onboarding, installation, migration, training, support, customisation, domain, or consulting services may be charged separately.

The Customer is responsible for:

• maintaining internet connectivity;
• maintaining suitable hardware and equipment;
• keeping account credentials secure;
• ensuring authorised use of user accounts;
• complying with applicable laws and regulations;
• maintaining accurate menus, pricing, taxes, VAT settings, product descriptions, availability information, and allergen information;
• ensuring staff are properly trained to use the Services.

The Customer remains solely responsible for all business decisions made using information generated by the Services.

Where Smatyx provides customer-facing ordering interfaces, websites, QR ordering pages, or similar services:

• the Customer remains responsible for all menu content;
• the Customer remains responsible for all pricing and promotions;
• the Customer remains responsible for all allergen information;
• the Customer remains responsible for regulatory compliance relating to food and beverage sales.

The Customer authorises Smatyx to publish and maintain customer-facing legal notices, ordering terms, privacy notices, cookie notices, and related compliance content necessary for operation of the Services.

Smatyx does not provide regulated payment processing, merchant acquiring, card processing, or payment institution services. Payment services are provided by independent Third-Party Services. The Customer may be required to enter separate agreements directly with payment providers.

Where authorised by the Customer, Smatyx may assist with the onboarding process for third-party payment providers. Such assistance is administrative only. Smatyx does not guarantee:

• approval of payment provider applications;
• payment provider availability;
• settlement timing;
• transaction acceptance;
• payment processing performance.

Smatyx is not responsible for payment provider outages, delays, chargebacks, payment disputes, account suspensions, or decisions made by payment providers.

Unless expressly agreed otherwise in writing:

• Smatyx does not manufacture hardware;
• Smatyx does not warrant hardware;
• Smatyx is not responsible for hardware defects;
• hardware recommendations are provided for compatibility purposes only.

The Customer is responsible for purchasing, maintaining, repairing, replacing, and securing all hardware used with the Services.

Smatyx may provide setup, onboarding, installation, training, remote assistance, on-site assistance, consulting, or support services where agreed in an Order Form. Support is provided on a reasonable efforts basis. Smatyx does not provide any guaranteed response times unless expressly agreed in writing.

Smatyx will use reasonable efforts to make the Services available. However, the Customer acknowledges that the Services may be affected by:

• maintenance activities;
• software updates;
• internet outages;
• telecommunications failures;
• power outages;
• hardware failures;
• Third-Party Service outages;
• cyber security incidents;
• events outside Smatyx's reasonable control.

Smatyx does not guarantee uninterrupted or error-free operation.

The Customer retains ownership of all Customer Data.

The Customer grants Smatyx a non-exclusive right to use, host, process, transmit, copy, store, and back up Customer Data solely to provide and improve the Services.

The Customer warrants that it has all necessary rights and permissions relating to Customer Data.

Each party shall comply with applicable data protection laws, including UK GDPR and the Data Protection Act 2018. Smatyx's processing of personal data is described in its Privacy Policy and any applicable data processing documentation.

All intellectual property rights in the Services, software, source code, websites, applications, trademarks, branding, documentation, and related materials remain the exclusive property of Smatyx or its licensors.

Nothing in this Agreement transfers ownership of any intellectual property to the Customer.

The Customer shall not:

• reverse engineer the Services;
• attempt unauthorised access;
• introduce malicious software;
• interfere with operation of the Services;
• use the Services for unlawful purposes;
• resell or sublicense the Services without written consent.

Smatyx may modify, replace, improve, discontinue, add, or remove features, modules, integrations, or functionality from time to time. Nothing in this Agreement obligates Smatyx to continue providing any particular feature indefinitely.

Smatyx may suspend or terminate access where:

• fees remain unpaid;
• the Customer breaches this Agreement;
• continued provision would be unlawful;
• use of the Services presents a security or operational risk.

Upon termination, Customer access may be disabled; subscription fees remain payable where applicable; and data handling shall be governed by Section 19.

The Customer may request export of Customer Data within 30 days following termination.

Smatyx may retain Customer Data for up to 12 months following termination for backup, security, fraud prevention, legal, regulatory, compliance, dispute resolution, and operational purposes.

Following that period, Customer Data may be permanently deleted unless longer retention is required by law.

Except as expressly stated in this Agreement, the Services are provided on an "as is" and "as available" basis.

To the fullest extent permitted by law, Smatyx disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Nothing in this Agreement limits liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any liability that cannot legally be excluded.

Subject to the above, Smatyx shall not be liable for:

• loss of profit;
• loss of revenue;
• loss of business;
• loss of goodwill;
• loss of anticipated savings;
• indirect losses;
• consequential losses.

Smatyx's total aggregate liability arising out of or relating to this Agreement shall not exceed the total subscription fees paid by the Customer under the applicable Order Form giving rise to the claim.

This Agreement and any applicable Order Form constitute the entire agreement between the parties and supersede all prior discussions, proposals, representations, and agreements.

• Company Name: Smatyx Holdings Ltd
• Company Number: 15704378
• Address: 37 Cadet House, 2 Victory Parade, Plumstead Road, London, SE18 6FL
• Email: [email protected]
• Website: www.smatyx.com