Customer Service Agreement

Version 1.0 · Effective Date: 11 September 2026

This Customer Service Agreement (the "CSA") sets out the terms and conditions governing the provision and use of the software, platforms, applications and related services provided by:

Smatyx Holdings Ltd, a company incorporated in England and Wales with company number 15704378 and registered office at 56 Paul Street, London, EC2A 4LN ("Smatyx", "we", "us" or "our");

to the business customer identified in the applicable Order Form ("Customer", "you" or "your").

1. Scope and Applicability

1.1 Application of this Agreement

This Agreement applies to the Customer's access to and use of the Services and to all Order Forms entered into between Smatyx and the Customer.

The Services may include software, web applications, customer-facing ordering interfaces, dashboards, websites, integrations, APIs, documentation, support and other related functionality made available by Smatyx from time to time.

The particular Services purchased by the Customer are those specified in the applicable Order Form.

1.2 Business Customers

The Services are provided for business use. By entering into an Agreement with Smatyx, the Customer confirms that it is acting in the course of its trade, business, craft or profession and not as a consumer.

Where an individual accepts an Order Form on behalf of a company, partnership, restaurant, organisation or other business, that individual confirms that they have authority to bind that business to the Agreement.

1.3 Contract Documents

The agreement between Smatyx and the Customer consists of:

• (a) the applicable Order Form;
• (b) this Customer Service Agreement; and
• (c) any other terms, schedules or documents expressly agreed by Smatyx and the Customer to form part of the Agreement.

Together, these documents constitute the Agreement between Smatyx and the Customer.

1.4 Order of Precedence

If there is any inconsistency between the documents forming the Agreement, the following order of precedence applies, unless expressly agreed otherwise in writing:

1. the applicable Order Form;
2. any expressly agreed product-specific terms; and
3. this Customer Service Agreement.

The document higher in the above list will prevail only to the extent of the inconsistency.

1.5 Customer Terms

Any terms and conditions contained in or referred to in a Customer purchase order, procurement document, email, acknowledgement or other communication do not form part of the Agreement unless Smatyx expressly agrees to them in writing.

The Customer's acceptance of an Order Form is not conditional upon Smatyx accepting any separate terms proposed by the Customer.

1.6 Changes to the Agreement

Smatyx may update this Customer Service Agreement from time to time, including to reflect changes to the Services, applicable law, regulatory requirements, security practices or business operations.

Where a change materially affects the Customer's rights or obligations during an existing Subscription Term, Smatyx will provide reasonable prior notice of the change by email, through the Services or by another reasonable means.

Unless required by law, changes will not retrospectively alter fees, the Subscription Term or other customer-specific commercial terms expressly agreed in an existing Order Form.

The version of this Customer Service Agreement applicable to an Order Form will be the version identified or in force on the Order Date, except where a later version validly becomes applicable in accordance with this Section.

The current version of this Customer Service Agreement will be made available on Smatyx's website.

2. Definitions

"Authorised User" means an employee, worker, contractor or other individual whom the Customer authorises to access or use the Services on its behalf.

"Customer Content" means information and materials provided, uploaded, entered, published or otherwise made available by or on behalf of the Customer through the Services, including menus, product descriptions, images, prices, promotions, allergen information, recipes, business information and other content.

"Customer Data" means all data, information and records submitted to, stored in, generated through or processed by the Services by or on behalf of the Customer, including Customer Content and data relating to the Customer's operations, Authorised Users and End Customers.

"Data Protection Laws" means all applicable laws and regulations relating to privacy, data protection and the processing of Personal Data, including, where applicable, the UK GDPR and the Data Protection Act 2018, together with any legislation that replaces or supplements them.

"Documentation" means any user guides, instructions, help centre materials, technical documentation or other materials relating to the use of the Services that Smatyx makes available from time to time.

"End Customer" means any consumer, diner, guest or other individual who interacts with the Customer through the Services, including an individual who views a menu, places an order, makes a reservation, participates in a loyalty programme or otherwise uses a customer-facing feature provided through the Services.

"Fees" means the subscription fees and any other fees, charges or amounts payable by the Customer to Smatyx under an Order Form or this Agreement.

"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, database rights, trademarks, trade names, domain names, design rights, rights in software, confidential information, know-how and all other intellectual property or proprietary rights, whether registered or unregistered, including applications for and renewals or extensions of such rights.

"Order Date" means the date identified as the Order Date in the applicable Order Form.

"Order Form" means a commercial order document issued by Smatyx to the Customer that identifies the Services being purchased and the applicable commercial terms, which may include the selected package, Fees, billing frequency, Subscription Term, Subscription Start Date and any additional services.

An Order Form becomes part of the Agreement when accepted by the Customer in accordance with Section 3.

An invoice issued by Smatyx is a payment request and does not, by itself, constitute an Order Form or create a separate subscription unless expressly agreed otherwise in writing.

"Personal Data" has the meaning given to "personal data" under applicable Data Protection Laws.

"Services" means the software, platforms, applications, websites, customer-facing interfaces, functionality, support and related services supplied or made available by Smatyx under an Order Form, including any updates, modifications or additional functionality made available as part of those Services from time to time.

"Initial Subscription Term" means the initial subscription period specified in the applicable Order Form, beginning on the Subscription Start Date.

"Renewal Term" means each additional subscription period for which the Services automatically renew following the Initial Subscription Term or a previous Renewal Term, in accordance with Section 5.

"Subscription Term" means the Initial Subscription Term and, where the subscription renews, each applicable Renewal Term, as the context requires.

"Subscription Start Date" means the date specified in the applicable Order Form on which the Customer's subscription to the Services begins, or such other date as may be agreed in writing between Smatyx and the Customer.

"Business Day" means a day other than a Saturday, Sunday or public holiday in England on which banks in London are generally open for business.

"Third-Party Services" means any products, services, software, hardware, applications, APIs, payment services, integrations, telecommunications services or platforms supplied or operated by a third party rather than Smatyx, whether or not they connect to, integrate with or are used alongside the Services.

3. Order Forms and Formation of the Agreement

3.1 Order Forms

The specific Services purchased by the Customer, together with the applicable Fees, billing frequency, Subscription Term, Subscription Start Date, renewal terms, additional services and any other customer-specific commercial terms, will be set out in an Order Form issued by Smatyx.

Each Order Form is governed by and incorporates this Customer Service Agreement and, once accepted in accordance with this Section 3, forms part of the Agreement between Smatyx and the Customer.

3.2 Acceptance of an Order Form

An Order Form may be accepted by the Customer by:

• (a) signing the Order Form by hand or electronically;
• (b) accepting the Order Form through an electronic signing or ordering process made available or approved by Smatyx; or
• (c) otherwise providing clear written acceptance of the Order Form.

By accepting an Order Form, the Customer confirms that it has reviewed and agrees to the Services, Fees, billing frequency, Initial Subscription Term, renewal terms and other commercial terms specified in that Order Form and agrees to be bound by this Agreement.

3.3 Formation of the Agreement

Unless expressly stated otherwise in the applicable Order Form, the Agreement becomes binding when the Customer accepts the Order Form in accordance with Section 3.2.

No countersignature or separate acceptance by Smatyx is required for the Order Form or Agreement to become binding.

The date on which the Customer accepts the Order Form is the date on which the Agreement is formed. For the avoidance of doubt, the Order Date, the date of acceptance and the Subscription Start Date may be different dates.

3.4 Authority to Accept

The person accepting an Order Form on behalf of the Customer confirms that they have the authority to enter into the Agreement and bind the Customer to its terms.

Smatyx is entitled to rely on that confirmation unless Smatyx has actual knowledge that the person does not have such authority.

3.5 Withdrawal or Amendment Before Acceptance

Smatyx may withdraw, replace or amend an Order Form at any time before it has been accepted by the Customer by notifying the Customer.

Once an Order Form has been accepted in accordance with Section 3.2, it becomes binding and may only be amended in accordance with Section 3.7.

3.6 Subscription Start and Service Activation

The Subscription Start Date will be the date specified in the applicable Order Form or otherwise agreed in writing between Smatyx and the Customer.

The Initial Subscription Term begins on the Subscription Start Date, unless otherwise expressly stated in the applicable Order Form.

Acceptance of an Order Form does not necessarily mean that all Services will be available immediately. Activation or implementation of the Services may depend on completion of applicable onboarding, configuration, installation, data migration, payment or other reasonable implementation requirements.

Where Smatyx provides setup, onboarding, installation, migration or other implementation services before the Subscription Start Date, those activities do not by themselves bring forward the Subscription Start Date unless otherwise agreed in writing.

3.7 Changes After Acceptance

Once an Order Form has been accepted, changes to the Services, Fees, Subscription Term, billing frequency or other commercial terms stated in that Order Form must be agreed in writing between Smatyx and the Customer.

Additional Services, locations, subscriptions, upgrades or other changes requested after acceptance may be documented through a new Order Form, an amendment to the existing Order Form or another written commercial document expressly agreed by the parties.

Unless otherwise agreed, any such change does not affect the validity of the remainder of the Agreement.

4. Services and Subscription Rights

4.1 Provision of the Services

Smatyx provides software and related technology services for restaurants, hospitality businesses and other food and beverage businesses.

Depending on the Customer's selected package and applicable Order Form, the Services may include:

• (a) point-of-sale and order management functionality;
• (b) digital menus, self-ordering and QR ordering functionality;
• (c) kitchen display, order management and order-routing functionality;
• (d) inventory, recipe and operational management functionality;
• (e) staff management, attendance, timesheet and task management functionality;
• (f) customer engagement, loyalty and promotional functionality;
• (g) reporting, analytics, insights and related business intelligence functionality;
• (h) websites and other customer-facing interfaces;
• (i) integrations with Third-Party Services; and
• (j) other modules, features, functionality and related services made available by Smatyx from time to time.

The Services available to the Customer are determined by the applicable Order Form, the Customer's selected package and any additional Services subsequently agreed between the parties. The availability of a feature or module within the Smatyx platform does not, by itself, give the Customer a right to access or use that feature or module.

4.2 Right to Use the Services

Subject to payment of the applicable Fees and compliance with the Agreement, Smatyx grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Services during the Subscription Term solely for the Customer's own business operations.

The Services are provided on a subscription basis unless otherwise expressly stated in an Order Form. The Services and the underlying software and technology are licensed for use and are not sold to the Customer.

Nothing in the Agreement transfers ownership of the Services, software or underlying technology to the Customer.

4.3 Authorised Users

The Customer may permit its Authorised Users to access and use the Services on its behalf, subject to any user, location, device or other usage limits applicable to the Customer's subscription.

The Customer is responsible for:

• (a) determining which individuals are authorised to access the Services on its behalf;
• (b) ensuring that its Authorised Users use the Services in accordance with the Agreement;
• (c) maintaining the accuracy of user permissions and access rights; and
• (d) promptly removing or restricting access where an individual is no longer authorised to use the Services.

The Customer is responsible for the acts and omissions of its Authorised Users in connection with the Services as if they were acts or omissions of the Customer.

4.4 Packages and Service Entitlements

Smatyx may offer different subscription packages with different Services, features, functionality, usage allowances and other entitlements.

A Customer is entitled only to the Services and functionality included in its selected package or otherwise expressly included in the applicable Order Form.

Smatyx may establish reasonable technical or usage limits applicable to particular packages or Services, including limits relating to users, locations, devices, transactions, storage or functionality. Where a specific entitlement or limit is expressly stated in an Order Form, that agreed term will apply.

The Customer may request upgrades, additional Services, additional locations or other changes to its subscription. Any resulting changes to the Fees or other commercial terms will be agreed in accordance with Section 3.7.

4.5 Additional and Professional Services

Where agreed with the Customer, Smatyx may provide additional or professional services, including setup, configuration, onboarding, remote or on-site installation, data migration, website services, domain configuration, training, consulting, customisation or other related services.

The scope, Fees and any specific terms applicable to such services will be set out in the applicable Order Form or otherwise agreed in writing between the parties.

Unless expressly agreed otherwise in writing, the provision of additional or professional services does not transfer ownership of any Smatyx software, platform, template, tool, methodology, underlying technology or other Smatyx Intellectual Property Rights to the Customer.

4.6 Documentation

Smatyx may make Documentation available to assist the Customer and its Authorised Users in accessing and using the Services.

The Customer may use and make reasonable internal copies of the Documentation solely in connection with its authorised use of the Services. The Documentation may not be commercially distributed, sold or made available to third parties except as permitted by Smatyx.

4.7 No Exclusivity

The Agreement does not grant the Customer any exclusive right to the Services and does not restrict Smatyx from providing the same or similar software, services, functionality or solutions to other customers.

5. Subscription Term and Renewal

5.1 Initial Subscription Term

The Customer's subscription begins on the Subscription Start Date specified in the applicable Order Form and continues for the Initial Subscription Term stated in that Order Form.

The Customer is committed to the Services for the Initial Subscription Term and is responsible for the applicable Fees for that period, subject to any termination rights expressly provided in this Agreement.

The billing frequency specified in the Order Form determines how often the Fees are invoiced and does not reduce or otherwise change the length of the Initial Subscription Term.

For example, where the Initial Subscription Term is twelve months and the billing frequency is monthly, the Customer remains committed for the full twelve-month Initial Subscription Term even though the Fees are invoiced monthly.

5.2 Automatic Renewal

Unless otherwise stated in the applicable Order Form or either party gives notice of non-renewal in accordance with Section 5.4, the subscription will automatically renew at the end of the Initial Subscription Term for a further period equal to the Initial Subscription Term (each a "Renewal Term").

At the end of each Renewal Term, the subscription will automatically renew for a further Renewal Term of the same duration unless otherwise agreed or notice of non-renewal is given in accordance with Section 5.4.

5.3 Continuation of the Agreement

During each Renewal Term, the Agreement will continue to apply to the Customer's use of the Services.

Except for any changes that take effect in accordance with the Agreement, the Customer will continue to receive the Services applicable to its subscription and remain responsible for the applicable Fees throughout each Renewal Term.

Automatic renewal does not require the Customer to sign a new Order Form unless Smatyx and the Customer agree otherwise.

5.4 Non-Renewal

Either party may prevent the subscription from automatically renewing by giving the other party written notice at least 30 days before the end of the then-current Initial Subscription Term or Renewal Term.

A notice of non-renewal does not terminate the subscription immediately. The subscription will continue until the end of the then-current Subscription Term, and the Customer remains responsible for all Fees payable for that period.

At the end of the applicable Subscription Term, the Customer's right to access and use the subscription Services will end unless the parties agree otherwise.

5.5 Fees During a Subscription Term

Unless otherwise expressly agreed in writing, the recurring Fees applicable to the Customer will not be increased during the then-current Initial Subscription Term or Renewal Term.

This does not prevent changes to the Fees resulting from Services, locations, users, functionality or other subscription changes requested or agreed by the Customer during that term.

5.6 Discounts, Credits and Promotional Pricing

Any discount, credit, promotional price or other pricing concession will apply only for the period or subject to the conditions specified in the applicable Order Form or other written offer.

Where a discount, credit or promotional price is expressly limited to the Initial Subscription Term, a specified number of months or another defined period, it will expire automatically at the end of that period without further notice.

Following expiry of the discount, credit or promotional price, the Customer will be charged the applicable undiscounted Fees, subject to any other pricing changes made in accordance with this Agreement.

5.7 Changes to Fees on Renewal

Smatyx may change the Fees applicable to a future Renewal Term by giving the Customer at least 40 days' written notice before the start of that Renewal Term.

Any revised Fees will take effect only from the beginning of the relevant Renewal Term and will not retrospectively change the Fees payable for the then-current Subscription Term.

If the Customer does not wish to continue the subscription at the revised Fees, the Customer may prevent automatic renewal by giving notice of non-renewal in accordance with Section 5.4.

5.8 Renewal Following Changes to the Services

Where the Customer has agreed during a Subscription Term to add, remove or change Services, locations, users or other subscription components, the subscription will renew based on the Services and applicable Fees in effect immediately before the renewal date, subject to any changes notified or agreed in accordance with the Agreement.

6. Fees, Invoicing and Payment

6.1 Fees

The Customer must pay the Fees specified in the applicable Order Form and any other charges agreed in writing between Smatyx and the Customer.

Fees may include recurring subscription fees and one-time or additional charges for services such as setup, configuration, onboarding, installation, data migration, website services, domain configuration, training, consulting, customisation or other services.

Unless expressly stated otherwise, all Fees are quoted exclusive of VAT and any other applicable taxes.

6.2 Billing Frequency and Commitment

Recurring subscription Fees will be invoiced according to the billing frequency specified in the Order Form. Billing frequency does not alter the applicable Subscription Term.

6.3 Invoicing

Unless otherwise stated in the applicable Order Form, recurring subscription Fees are invoiced in advance for the relevant billing period.

One-time Fees and charges for additional or professional services may be invoiced upon acceptance of the applicable Order Form, before the relevant services are provided, upon completion, or at another time agreed between the parties.

Smatyx may issue invoices electronically to the billing or contact email address provided by the Customer.

The Customer is responsible for keeping its billing and contact information accurate and up to date.

6.4 Payment

The Customer must pay each invoice by the due date stated on that invoice using a payment method made available or approved by Smatyx.

Unless otherwise agreed in writing, Smatyx may require payment of the first invoice, including applicable subscription and one-time Fees, before activating the Services or commencing applicable onboarding, installation or other additional services.

Payment of an invoice does not change the Subscription Term, Subscription Start Date or other commercial terms agreed in the applicable Order Form.

6.5 Taxes

All Fees are exclusive of VAT and any other applicable sales, use or similar taxes unless expressly stated otherwise.

Where Smatyx is required by law to charge VAT or another applicable tax, the relevant amount will be added to the invoice and must be paid by the Customer in addition to the applicable Fees.

The Customer is responsible for any taxes, duties or charges for which it is legally responsible in connection with its purchase or use of the Services.

6.6 Non-Refundable Fees

Except where expressly provided in the Agreement, agreed in writing by Smatyx or required by applicable law, Fees paid or payable under the Agreement are non-refundable.

The Customer's decision to stop using the Services, or its failure to make full use of the Services during a Subscription Term, does not relieve the Customer of its obligation to pay Fees due for the applicable Subscription Term.

6.7 Invoice Queries and Disputes

If the Customer reasonably believes that an invoice is incorrect, it must notify Smatyx promptly and provide reasonable details of the disputed amount and the reason for the dispute.

The parties will use reasonable efforts to resolve a genuine invoice dispute in good faith.

The Customer must pay any undisputed portion of an invoice by the applicable due date.

A genuine dispute concerning part of an invoice does not entitle the Customer to withhold payment of amounts that are not disputed.

6.8 Late or Failed Payment

If any undisputed amount remains unpaid after its due date, Smatyx may notify the Customer and require payment of the outstanding amount.

If payment remains outstanding following such notice, Smatyx may, subject to applicable law:

• (a) suspend access to some or all of the Services until the outstanding amount is paid;
• (b) withhold activation, implementation, support or additional services;
• (c) recover reasonable costs incurred in collecting overdue amounts; and
• (d) exercise any other rights available under the Agreement or applicable law.

Suspension for non-payment does not cancel the Agreement or relieve the Customer of its obligation to pay Fees that have become due or that remain payable under the applicable Subscription Term.

6.9 Changes to Services and Additional Charges

If the Customer requests additional Services, locations, users, functionality, professional services or other changes that result in additional Fees, those Fees will be agreed in accordance with Section 3.7.

Unless otherwise agreed, additional recurring Fees may be invoiced from the date the relevant additional Service or entitlement is activated and will thereafter follow the Customer's applicable billing cycle.

One-time services will be invoiced in accordance with the commercial terms agreed for those services.

6.10 No Set-Off

Unless required by applicable law, the Customer must pay amounts due to Smatyx without set-off, deduction or withholding on account of any amount the Customer claims Smatyx owes to it.

7. Customer Responsibilities

7.1 General Responsibilities

The Customer is responsible for its use of the Services and for operating its business in accordance with applicable laws and regulations.

The Customer must:

• (a) provide Smatyx with accurate, complete and reasonably up-to-date information where required for the provision, configuration or support of the Services;
• (b) cooperate reasonably with Smatyx in connection with onboarding, configuration, installation, data migration, support and other Services;
• (c) use the Services only for lawful business purposes and in accordance with the Agreement;
• (d) ensure that its Authorised Users comply with the Agreement; and
• (e) obtain and maintain any licences, registrations, permissions or consents required for the operation of its business.

7.2 Accounts and Access Security

The Customer is responsible for managing access to its account and for keeping login credentials and other authentication information secure.

The Customer must take reasonable steps to prevent unauthorised access to the Services and must notify Smatyx promptly if it becomes aware of or reasonably suspects unauthorised access to its account or compromise of login credentials.

The Customer must not knowingly permit account credentials to be used by persons who are not authorised to access the Services.

7.3 Customer Systems and Connectivity

Unless otherwise expressly agreed, the Customer is responsible for obtaining and maintaining the equipment, devices, internet connectivity, networks, operating systems and other technical infrastructure reasonably required to access and use the Services.

Smatyx is not responsible for interruptions, reduced performance or inability to use the Services resulting from the Customer's equipment, internet connection, local network or other systems outside Smatyx's reasonable control.

Where Smatyx recommends particular hardware, devices, network configurations or technical requirements, the Customer is responsible for ensuring that its environment continues to meet those requirements unless Smatyx has expressly agreed to provide or manage the relevant equipment or infrastructure.

7.4 Business and Operational Responsibility

The Customer remains responsible for the operation and management of its business.

The Services are tools intended to support the Customer's business operations and do not transfer responsibility for business decisions or operational activities to Smatyx.

The Customer remains responsible for matters including:

• (a) the products, food and beverages it offers or sells;
• (b) menu items, descriptions, prices, availability and other information supplied by or on behalf of the Customer;
• (c) food preparation, quality, hygiene and food safety;
• (d) allergen, dietary and other product information;
• (e) applicable taxes, charges and pricing decisions;
• (f) staffing, scheduling and employment-related decisions;
• (g) accepting, preparing, fulfilling, cancelling and refunding customer orders; and
• (h) compliance with laws and regulatory requirements applicable to the Customer's business.

7.5 Accuracy and Review of Information

The Customer is responsible for reviewing information that it enters into, imports into or publishes through the Services and for keeping that information reasonably accurate and up to date.

Where Smatyx assists with setup, configuration, migration, import, categorisation or generation of information, the Customer remains responsible for reviewing the resulting information before relying on it or making it available to End Customers, except to the extent an error results directly from Smatyx's failure to perform an expressly agreed service with reasonable care and skill.

7.6 Use of Reports, Analytics and Automated Outputs

The Services may provide reports, forecasts, recommendations, estimated values, automated classifications, artificial intelligence-assisted outputs or other analytical information.

Such outputs are intended to assist the Customer and may be based on Customer Data, assumptions, historical information, automated processing or other available information.

The Customer is responsible for reviewing such outputs and determining whether and how to use them in its business. Unless expressly agreed otherwise, they are not a substitute for the Customer's own professional, operational, financial, legal, food-safety or other business judgement.

7.7 Cooperation

The Customer must provide Smatyx with reasonable access to information, personnel, systems or premises where reasonably necessary for Smatyx to perform agreed onboarding, installation, migration, support or other Services.

Smatyx will not be responsible for delays or failure to perform an obligation to the extent caused by the Customer's failure to provide reasonably required information, access, cooperation or approvals.

8. Use of Services and Acceptable Use

8.1 Permitted Use

The Customer and its Authorised Users may use the Services only:

• (a) for the Customer's own lawful business operations;
• (b) for the purposes and functionality for which the Services are made available;
• (c) within the scope of the Customer's subscription and applicable service entitlements; and
• (d) in accordance with the Agreement and applicable law.

The Customer must not permit any person other than its Authorised Users to access or use the Services on its behalf, except where expressly permitted by Smatyx.

8.2 Prohibited Use

The Customer must not, and must not knowingly permit any Authorised User or third party to:

• (a) use the Services for any unlawful, fraudulent, deceptive or abusive purpose;
• (b) access or attempt to access accounts, systems, data, functionality or areas of the Services that the Customer is not authorised to access;
• (c) interfere with, disrupt, damage or impair the operation, security, integrity or performance of the Services or any systems or networks used to provide them;
• (d) introduce or transmit viruses, malware, malicious code or other harmful technology through the Services;
• (e) bypass, disable, circumvent or interfere with authentication, security, access controls, usage restrictions or other technical measures applied to the Services;
• (f) use the Services in a manner that creates an unreasonable or disproportionate load on Smatyx's systems or materially affects the use of the Services by other customers;
• (g) use bots, scripts, automated tools, scraping, crawling or similar methods to access, extract or interact with the Services except through functionality, integrations or APIs expressly made available or authorised by Smatyx;
• (h) use the Services to store, transmit, publish or make available content that is unlawful or that infringes the rights of another person;
• (i) impersonate another person or organisation, or knowingly provide false or misleading information through the Services;
• (j) use the Services in a manner that could reasonably damage the security or operation of the Smatyx platform or facilitate unauthorised access to the Services.

8.3 Restrictions on the Software and Technology

Except to the extent expressly permitted by applicable law and incapable of lawful restriction by agreement, the Customer must not:

• (a) copy, modify, adapt, translate or create derivative works from the Services or underlying software;
• (b) reverse engineer, decompile, disassemble or otherwise attempt to derive or obtain the source code, underlying structure, algorithms or non-public technical components of the Services;
• (c) sell, resell, sublicense, distribute, lease, rent or otherwise commercially make the Services available to a third party;
• (d) remove, obscure or alter any proprietary, copyright, trademark or other rights notice contained in the Services or Documentation; or
• (e) use Smatyx's software, technology or Documentation to develop or assist in developing a competing software product or service through unauthorised copying, extraction or use of Smatyx's protected technology or materials.

8.4 Customer Content

The Customer must ensure that Customer Content uploaded, entered, displayed, transmitted or otherwise made available through the Services:

• (a) is lawful and may lawfully be used by the Customer for the relevant purpose;
• (b) does not knowingly infringe the Intellectual Property Rights, privacy rights or other rights of a third party;
• (c) does not contain malicious code or other material intended to damage or interfere with the Services; and
• (d) complies with applicable laws and regulations.

More specific provisions relating to Customer Content, menu information and Customer Data are set out elsewhere in this Agreement.

8.5 Monitoring and Investigation

Smatyx may take reasonable technical measures to protect the security, integrity and proper operation of the Services and to detect suspected misuse or breaches of this Section 8.

Where Smatyx reasonably believes that the Services are being used in breach of this Agreement, Smatyx may investigate the relevant use and request reasonable cooperation or information from the Customer.

Any suspension of the Customer's access resulting from a breach or suspected breach will be handled in accordance with the suspension provisions of this Agreement.

8.6 Customer Responsibility for Users

The Customer is responsible for ensuring that its Authorised Users are informed of and comply with the restrictions in this Section 8.

A breach of this Section 8 by an Authorised User will be treated as a breach by the Customer.

9. Customer Content, Menus and Product Information

9.1 Customer Content

The Customer may upload, enter, import, create, provide or make available Customer Content through the Services, including menus, product information, descriptions, images, logos, prices, availability information, promotional content, allergen and dietary information and other business content.

The Customer retains ownership of its Customer Content and any Intellectual Property Rights it holds in that Customer Content.

9.2 Licence to Use Customer Content

The Customer grants Smatyx a non-exclusive, worldwide, royalty-free licence during the period in which Smatyx provides the relevant Services to host, store, copy, process, reproduce, display, format, adapt and otherwise use Customer Content to the extent reasonably necessary to:

• (a) provide, operate and support the Services;
• (b) display Customer Content through the Customer's menus, ordering interfaces, websites and other customer-facing Services;
• (c) configure, migrate and maintain the Customer's account and Services;
• (d) provide functionality requested or enabled by the Customer; and
• (e) perform Smatyx's obligations under the Agreement.

The Customer confirms that it has the rights and permissions necessary to provide Customer Content to Smatyx and to grant the rights described in this Section 9.2.

9.3 Menu and Product Information

The Customer is responsible for the accuracy, completeness and currency of menu and product information made available through the Services, including:

• (a) product names and descriptions;
• (b) prices, taxes and other charges;
• (c) product availability;
• (d) ingredients and product composition;
• (e) allergen and dietary information;
• (f) images and other product representations; and
• (g) promotional offers, conditions and restrictions.

The Customer must review and update such information where reasonably necessary to ensure that information presented to End Customers accurately reflects the products and services offered by the Customer.

9.4 Allergens and Food Information

The Customer remains responsible for determining and providing accurate allergen, ingredient, dietary and other food information required for its products under applicable law.

Smatyx provides technology that enables the Customer to record, manage or display such information but, unless expressly agreed otherwise, does not independently verify the ingredients, preparation methods, allergen status or other characteristics of the Customer's products.

The Customer must not rely solely on automated functionality provided through the Services as a substitute for its own processes for determining or verifying legally required food and allergen information.

9.5 Assistance with Content Creation and Import

Smatyx may provide tools or services that assist the Customer with importing, migrating, formatting, translating, categorising, generating or otherwise preparing Customer Content.

Such assistance may include automated or artificial intelligence-assisted functionality.

Where Smatyx or the Services assists in creating, importing or modifying Customer Content, the Customer must reasonably review the resulting content before publishing or relying on it, particularly where the content relates to prices, ingredients, allergens, dietary information, taxes or other information that may affect an End Customer's purchasing decision or safety.

This Section does not exclude Smatyx's responsibility for failure to perform an expressly agreed professional service with reasonable care and skill.

9.6 Publication Through the Services

Where the Customer enables Customer Content to be displayed through a digital menu, self-ordering interface, website or other customer-facing Service, the Customer authorises Smatyx to publish and display that Customer Content through the relevant Service.

The Customer remains responsible for deciding what Customer Content is made available to End Customers and for ensuring that published information complies with applicable law.

9.7 Removal or Restriction of Customer Content

Smatyx may remove, disable or restrict access to Customer Content where Smatyx reasonably believes that the Customer Content:

• (a) is unlawful;
• (b) infringes or is reasonably alleged to infringe the rights of a third party;
• (c) creates a material security risk to the Services;
• (d) is being used in breach of the Agreement; or
• (e) must be removed or restricted to comply with a legal or regulatory requirement.

Where reasonably practicable, Smatyx will notify the Customer of such action and the reason for it, unless Smatyx is legally prohibited from doing so or immediate action is reasonably necessary to address a security, legal or operational risk.

9.8 Customer Content and Customer Data

Customer Content may also constitute Customer Data or Personal Data.

Where Customer Content contains Customer Data or Personal Data, the provisions of this Agreement relating to Customer Data, data protection and security will also apply.

10. Self-Ordering and End Customers

10.1 Customer-Facing Services

The Services may include customer-facing functionality through which End Customers can view menus, place orders, make reservations, submit information, make or initiate payments, view order status, access loyalty or promotional features, or otherwise interact with the Customer.

Such functionality may be provided through QR ordering, digital menus, websites, applications or other interfaces made available through the Services.

The specific customer-facing functionality available to the Customer depends on the Services included in the applicable Order Form.

10.2 Smatyx as Technology Provider

Smatyx provides the technology used to facilitate interactions between the Customer and its End Customers.

Unless expressly stated otherwise, Smatyx does not:

• (a) sell or supply the Customer's food, beverages or other products or services;
• (b) act as the restaurant, merchant or seller in transactions with End Customers;
• (c) take ownership of products offered by the Customer;
• (d) determine the Customer's prices, taxes, menu availability or commercial terms; or
• (e) become a party to the contract between the Customer and an End Customer for the purchase or provision of the Customer's products or services.

Any contract for the purchase of food, beverages or other products or services offered by the Customer is between the Customer and the relevant End Customer.

10.3 Customer Responsibility for Orders

The Customer is responsible for managing and fulfilling orders placed through the Services, including:

• (a) reviewing and accepting or rejecting orders where applicable;
• (b) preparing and supplying the products or services ordered;
• (c) ensuring that products provided correspond with the applicable order;
• (d) managing product availability and substitutions;
• (e) dealing with delays, unavailable items, incorrect orders and other fulfilment issues;
• (f) cancellations, refunds and other remedies owed to End Customers; and
• (g) complying with applicable consumer, food, tax and other laws relating to the transaction.

The Services facilitate the transmission and management of orders but do not transfer the Customer's responsibility for fulfilling those orders to Smatyx.

10.4 Pricing, Charges and Promotions

The Customer is responsible for determining and maintaining the prices, taxes, service charges, delivery charges, discounts, promotions and other amounts or commercial conditions applicable to products or services offered to End Customers.

Where the Services calculate or display amounts based on information or rules configured by the Customer, the Customer remains responsible for reviewing those configurations and ensuring that the resulting prices and charges are appropriate for its business and comply with applicable law.

10.5 End Customer Communications and Complaints

The Customer is responsible for communications with End Customers relating to the Customer's products, services and transactions, including enquiries, complaints, cancellations, refunds and disputes.

Smatyx may provide functionality that facilitates communications, notifications, receipts, order updates or other information between the Customer and End Customers, but this does not make Smatyx responsible for resolving the underlying transaction or complaint.

Where an End Customer contacts Smatyx about an issue that is the Customer's responsibility, Smatyx may direct the End Customer to the Customer.

10.6 End Customer Terms and Information

The Customer is responsible for ensuring that any terms, policies, notices or other information that the Customer is legally required to provide to End Customers in connection with its products or services are appropriately made available.

Where the Services allow the Customer to display such information, the Customer is responsible for providing and maintaining the relevant content.

Any terms, notices or policies provided by Smatyx that relate specifically to the use of the Smatyx technology do not replace the Customer's own obligations to End Customers.

10.7 Availability of Customer-Facing Services

The Customer acknowledges that customer-facing functionality may depend on internet connectivity, Third-Party Services, payment providers and other systems.

The Customer should maintain reasonable procedures for handling orders and serving End Customers where customer-facing functionality is temporarily unavailable.

Nothing in this Section 10.7 limits any service availability obligations expressly assumed by Smatyx elsewhere in the Agreement.

11. Third-Party Services and Integrations

11.1 Third-Party Services

The Services may enable the Customer to connect to, access or use products, platforms, applications, websites, APIs, hardware, data sources or other services provided by third parties ("Third-Party Services").

Third-Party Services may include payment services, accounting or financial software, reservation and booking services, delivery services, communications services, domain and hosting services and other external systems or integrations.

Unless expressly stated otherwise in an Order Form, Third-Party Services are provided by the relevant third party and are not part of the Services provided by Smatyx.

11.2 Customer's Relationship with Third-Party Providers

The Customer may be required to establish and maintain a separate account or contractual relationship with the relevant third-party provider in order to use a Third-Party Service.

The Customer is responsible for:

• (a) selecting and maintaining any Third-Party Services it chooses to use;
• (b) complying with the applicable third-party terms and conditions;
• (c) paying any fees charged directly by the third-party provider; and
• (d) maintaining any accounts, credentials, permissions or configurations required for the integration.

Smatyx is not a party to an agreement between the Customer and a third-party provider unless expressly agreed otherwise in writing.

11.3 Authorisation to Connect Third-Party Services

Where the Customer enables or requests an integration with a Third-Party Service, the Customer authorises Smatyx to access, exchange, transmit, receive and process information through that integration to the extent reasonably necessary to provide the requested functionality.

The Customer is responsible for ensuring that it has the rights, permissions and consents necessary to enable the integration and to allow the relevant information to be exchanged between Smatyx and the third-party provider.

Where information exchanged through an integration includes Personal Data, the applicable data protection provisions of this Agreement will also apply.

11.4 Availability and Performance of Third-Party Services

Smatyx does not control Third-Party Services and, unless expressly agreed otherwise, is not responsible for their availability, performance, security, functionality or continued compatibility with the Services.

An integration may be affected where a third-party provider changes or discontinues its service, API, technical requirements, access permissions, pricing or other functionality.

Smatyx will use reasonable efforts to maintain integrations that form part of the Services but does not guarantee that a particular Third-Party Service or integration will remain available indefinitely where continued operation depends on matters outside Smatyx's reasonable control.

11.5 Changes or Discontinuation

Smatyx may modify, suspend or discontinue an integration with a Third-Party Service where reasonably necessary because:

• (a) the third-party provider changes, restricts or discontinues the relevant service or integration;
• (b) continued operation is no longer technically or commercially reasonably practicable;
• (c) the integration creates a security, legal or regulatory risk;
• (d) the third-party provider requires Smatyx to do so; or
• (e) continued operation would materially affect the security, integrity or performance of the Services.

Where an integration forms a material part of the Services purchased by the Customer, Smatyx will, where reasonably practicable, give the Customer reasonable notice of a material discontinuation and consider reasonable alternative functionality where available.

11.6 Third-Party Issues

Where an issue with the Services results from a Third-Party Service, Smatyx may reasonably assist the Customer in identifying or resolving the issue.

Smatyx is not responsible for failures, interruptions, errors or losses caused by a Third-Party Service or third-party provider to the extent that the matter is outside Smatyx's reasonable control.

Nothing in this Section excludes responsibility for an issue caused by Smatyx's own failure to configure, operate or maintain an integration with reasonable care where Smatyx has expressly undertaken responsibility for that integration.

11.7 Third-Party Terms and Functionality

The availability of an integration through the Services does not constitute an endorsement, warranty or guarantee by Smatyx of the relevant Third-Party Service.

The Customer should assess whether a Third-Party Service is appropriate for its business before enabling or using it.

Where the operation of an integration is subject to mandatory requirements imposed by the relevant third-party provider, the Customer acknowledges that those requirements may affect how the integration can be used.

12. Payment Providers and Payment Processing

12.1 Payment Functionality

Certain Services may enable the Customer to accept, initiate, manage or monitor payments from End Customers through integration with third-party payment service providers ("Payment Providers").

Payment functionality may be made available through point-of-sale systems, self-ordering interfaces, websites or other Services provided by Smatyx.

The availability of particular payment methods, Payment Providers or payment functionality may depend on the Customer's subscription, location, Payment Provider account and other applicable requirements.

12.2 Role of Payment Providers

Unless expressly agreed otherwise, payment processing services are provided by the applicable Payment Provider and not by Smatyx.

Smatyx provides software and integrations that may facilitate the initiation, transmission and management of payment instructions and payment-related information. The Payment Provider is responsible for the processing, authorisation and settlement of payment transactions in accordance with its agreement with the Customer and its applicable terms.

Smatyx does not itself hold, receive or settle funds paid by End Customers on behalf of the Customer.

12.3 Customer's Payment Provider Account

The Customer may be required to establish and maintain an account with a Payment Provider in order to use payment functionality through the Services.

The Customer is responsible for:

• (a) entering into and complying with any agreement required by the Payment Provider;
• (b) providing information and completing verification, onboarding or other checks required by the Payment Provider;
• (c) maintaining its Payment Provider account in good standing;
• (d) ensuring that the Payment Provider account and settlement details supplied by the Customer are accurate;
• (e) paying fees or charges imposed by the Payment Provider; and
• (f) complying with applicable requirements relating to its acceptance of payments.

A Payment Provider may independently accept, reject, suspend or terminate the Customer's account or impose restrictions on payment functionality in accordance with its own terms.

12.4 Payment Provider Fees and Settlement

Unless expressly included in Fees payable to Smatyx under an Order Form, fees charged by a Payment Provider are separate from the Fees payable to Smatyx.

Smatyx does not control and is not responsible for a Payment Provider's transaction fees, settlement schedule, reserves, holds, deductions, currency conversion, account restrictions or other payment-provider charges or policies.

The timing and availability of settlement to the Customer are determined by the applicable Payment Provider.

12.5 Payment Status and Transaction Information

The Services may display payment status, transaction information, settlement information or other payment-related data received from a Payment Provider.

Such information may depend on information supplied by the Payment Provider and may be subject to processing delays, updates or corrections.

Where there is a discrepancy concerning whether a payment has been authorised, processed, refunded, reversed or settled, the records of the applicable Payment Provider may need to be consulted to determine the underlying payment status.

12.6 Refunds, Reversals and Chargebacks

The Customer remains responsible for determining whether an End Customer is entitled to a refund, cancellation or other remedy in relation to the Customer's products or services.

Where supported, the Services may allow the Customer to initiate a refund or other payment instruction through the applicable Payment Provider. Smatyx's provision of such functionality does not make Smatyx responsible for the underlying decision or for the Payment Provider's processing of that instruction.

The Customer is responsible for chargebacks, payment disputes, reversals, refunds, fraud-related losses and other payment matters arising from transactions with its End Customers, except to the extent directly caused by a breach of the Agreement by Smatyx.

12.7 Payment Provider Availability

Payment functionality may be unavailable, delayed or restricted as a result of outages, maintenance, technical failures, account restrictions or other actions affecting a Payment Provider.

Smatyx is not responsible for the unavailability or failure of payment processing to the extent caused by the Payment Provider or another matter outside Smatyx's reasonable control.

Where reasonably practicable, Smatyx may assist the Customer in identifying or resolving technical issues relating to the integration between the Services and a Payment Provider.

12.8 Payment Security

Smatyx and the Customer will each be responsible for the security obligations applicable to the systems and activities under their respective control.

The Customer must follow reasonable security instructions provided by Smatyx or the applicable Payment Provider in connection with payment functionality and must not attempt to collect, store or transmit payment card information through parts of the Services that are not designed for that purpose.

Where payment card information is collected directly through functionality provided or controlled by a Payment Provider, the handling of that information is subject to the Payment Provider's applicable terms, security requirements and privacy practices.

12.9 Application of Third-Party Services Provisions

Payment Providers are Third-Party Services for the purposes of Section 11.

Where there is an inconsistency between this Section 12 and the general provisions relating to Third-Party Services in Section 11 in relation to payment processing, this Section 12 will prevail.

13. Hardware

13.1 Hardware Used with the Services

Certain Services may require or support the use of hardware, including tablets, computers, payment terminals, printers, kitchen displays, scanners, networking equipment and other devices.

Unless expressly stated otherwise in an Order Form, hardware is not included as part of the Customer's subscription to the Services.

The Customer is responsible for obtaining and maintaining suitable hardware required to use the Services.

13.2 Customer-Owned Hardware

Where the Customer uses hardware that it has obtained independently, the Customer is responsible for ensuring that the hardware meets any technical or compatibility requirements communicated by Smatyx.

Smatyx does not guarantee that every device, model, operating system, peripheral or hardware configuration will be compatible with the Services.

Smatyx may provide reasonable guidance regarding compatible or recommended hardware but is not responsible for defects, failures, performance limitations or other problems inherent in hardware obtained independently by the Customer.

13.3 Recommended Hardware

Smatyx may recommend particular hardware, devices or specifications that are suitable for use with the Services.

A recommendation by Smatyx does not mean that Smatyx manufactures the hardware or assumes responsibility for defects or failures attributable to the hardware manufacturer or supplier.

Compatibility may depend on the applicable model, operating system, firmware, network environment, configuration and continued support by the relevant manufacturer or supplier.

13.4 Hardware Supplied Through Smatyx

Where Smatyx agrees to sell, supply or arrange the supply of third-party hardware to the Customer, the relevant hardware, price and any applicable charges will be specified in an Order Form, invoice or other written commercial document.

Unless expressly stated otherwise, such hardware is manufactured by a third party and any manufacturer's warranty applicable to the hardware will apply in accordance with the manufacturer's terms.

Where reasonably possible, Smatyx will provide the Customer with available information regarding applicable manufacturer warranties or procedures for reporting hardware defects.

Nothing in this Section excludes any responsibility that Smatyx cannot lawfully exclude where Smatyx acts as the seller or supplier of the hardware.

13.5 Installation and Configuration

Where Smatyx agrees to install or configure hardware, the scope of the installation or configuration service will be as specified in the applicable Order Form or otherwise agreed in writing.

The Customer must provide reasonable access to its premises, systems, network, power supply and other facilities required to perform the agreed work.

Smatyx will perform agreed installation and configuration services with reasonable care and skill.

Smatyx is not responsible for installation or configuration problems caused by defective or incompatible third-party hardware, inadequate internet connectivity, local network conditions, electrical infrastructure or other circumstances outside Smatyx's reasonable control.

13.6 Maintenance, Repair and Replacement

Unless expressly included in an Order Form or other written agreement, Smatyx is not responsible for the ongoing maintenance, repair or replacement of third-party hardware.

Where hardware is covered by a manufacturer or supplier warranty, repair or replacement may be subject to the applicable warranty terms and procedures.

The Customer is responsible for maintaining its hardware in reasonable working condition and for installing operating system, firmware or other updates reasonably required for continued compatibility with the Services, subject to any instructions provided by Smatyx.

13.7 Hardware Compatibility Changes

Hardware compatibility may change over time as manufacturers discontinue devices, operating systems or software, or as security and technical requirements evolve.

Where Smatyx becomes aware that hardware previously supported for use with the Services will no longer be supported, Smatyx will use reasonable efforts to provide affected Customers with reasonable notice where practicable.

Smatyx may discontinue support for hardware that is obsolete, no longer supported by its manufacturer, presents a material security risk or can no longer reasonably support the Services.

13.8 Payment Terminals and Other Provider-Controlled Hardware

Hardware supplied, managed or controlled by a Payment Provider or another Third-Party Service may also be subject to the terms of the relevant provider.

Smatyx is not responsible for the availability, replacement, repair, certification or continued support of such hardware to the extent those matters are controlled by the relevant third-party provider.

Sections 11 and 12 will also apply where relevant.

14. Installation, Onboarding and Support

14.1 Onboarding and Setup

Depending on the Services purchased, Smatyx may provide onboarding and setup assistance to help the Customer begin using the Services.

Onboarding may include account setup, initial configuration, guidance on system settings, remote assistance, basic training and other reasonable implementation activities appropriate to the Services purchased.

The specific onboarding or setup services included in the Customer's subscription or purchased separately will be determined by the applicable Order Form or otherwise agreed in writing.

14.2 Customer Cooperation

The Customer must provide Smatyx with the information, access, decisions and reasonable cooperation necessary to complete onboarding, configuration, installation or other implementation activities.

This may include providing:

• (a) accurate business, menu, product, staff or other configuration information;
• (b) appropriate access to premises, devices, systems or networks;
• (c) access to relevant data or existing systems where migration or integration is required;
• (d) appropriate personnel to participate in setup, testing or training; and
• (e) timely review, feedback and approval where reasonably required.

Smatyx is not responsible for delays to implementation to the extent caused by the Customer's failure to provide reasonably required information, access, cooperation or approvals.

14.3 Installation Services

Where agreed, Smatyx may provide remote or on-site installation and configuration services.

The scope, location and applicable Fees for installation services will be specified in the applicable Order Form or otherwise agreed in writing.

Unless expressly included in the agreed scope, installation services do not include electrical work, structural work, internet installation, network cabling, repair of third-party equipment or other specialist work.

The Customer is responsible for ensuring that its premises, internet connection, electrical supply, network and other relevant infrastructure are reasonably suitable for the agreed installation.

14.4 Data Migration and Import

Where Smatyx agrees to assist with data migration or import, the Customer is responsible for providing the relevant data in a reasonably usable format and for confirming that it has the right to provide that data to Smatyx.

Smatyx will use reasonable care in performing agreed migration or import services but does not guarantee that all data from a third-party or legacy system can be migrated or reproduced exactly where differences in data structure, format, functionality or technical limitations prevent this.

The Customer must reasonably review migrated or imported information following migration and notify Smatyx promptly of any material errors identified.

The provisions of Section 9 relating to Customer Content and the provisions relating to Customer Data and data protection will also apply where relevant.

14.5 Training

Where included in the applicable Order Form or otherwise agreed, Smatyx may provide training to assist the Customer and its Authorised Users in using the Services.

Training may be provided remotely, on-site, through Documentation, recorded materials, demonstrations or other methods determined by Smatyx or agreed with the Customer.

Unless otherwise agreed, the Customer is responsible for ensuring that appropriate personnel attend the training and for providing any internal training required for additional or future users.

14.6 Support

Smatyx provides reasonable support for the Services through the support channels made available by Smatyx from time to time.

Support may include assistance with:

• (a) access to and use of the Services;
• (b) investigation of suspected technical errors;
• (c) reasonable configuration questions;
• (d) troubleshooting of supported functionality; and
• (e) guidance regarding available Documentation or functionality.

Current support channels may include email, WhatsApp, help centre resources or other channels communicated by Smatyx.

Smatyx may change or replace its standard support channels from time to time, provided that reasonable means of obtaining support remain available.

14.7 Support Scope

Unless otherwise expressly agreed, standard support does not include:

• (a) management or repair of the Customer's internet connection, local network or unrelated third-party systems;
• (b) repair or replacement of third-party hardware;
• (c) support for unsupported or materially modified hardware, software or configurations;
• (d) custom development, consulting, extensive data correction or other professional services;
• (e) issues caused by the Customer's misuse of the Services or failure to follow reasonable technical instructions; or
• (f) support for Third-Party Services beyond reasonable assistance relating to their integration with the Services.

Smatyx may offer assistance outside the standard support scope as an additional service subject to applicable Fees.

14.8 Support Response and Resolution

Unless a specific service level or support commitment has been expressly agreed in an Order Form or separate written agreement, support is provided on a reasonable-efforts basis.

Smatyx does not guarantee a particular response time or resolution time under its standard support service.

Smatyx will use reasonable efforts to investigate and address reported technical issues, taking into account their nature, severity, impact and the information reasonably available to Smatyx.

Resolution of an issue may depend on Customer cooperation, Third-Party Services, hardware providers, internet providers or other circumstances outside Smatyx's reasonable control.

14.9 Reporting Issues

When requesting support, the Customer should provide information reasonably necessary for Smatyx to investigate the issue, which may include a description of the problem, affected functionality, relevant screenshots, error messages, transaction or order references and reasonable steps to reproduce the issue.

The Customer must provide Smatyx with reasonable access to relevant systems, accounts or information where necessary to investigate a reported issue, subject to applicable security and data protection requirements.

14.10 Additional or Enhanced Support

Smatyx may offer enhanced support, dedicated support, extended support hours, on-site assistance or service-level commitments as additional Services.

Where such services are purchased, the applicable scope, Fees, availability and any specific response or service levels will be set out in the applicable Order Form or another written agreement.

15. Service Availability, Maintenance and Changes

15.1 Service Availability

Smatyx will use commercially reasonable efforts to make the Services available during the Subscription Term.

The Customer acknowledges that software and online services may occasionally be unavailable, interrupted or experience reduced performance as a result of maintenance, updates, technical issues, internet or network conditions, Third-Party Services, security incidents or other circumstances.

Unless a specific service level has been expressly agreed in an Order Form or separate written agreement, Smatyx does not guarantee uninterrupted or error-free operation of the Services or any specific level of uptime.

15.2 Planned Maintenance

Smatyx may perform planned maintenance, upgrades and other technical work that temporarily affects the availability of the Services.

Where planned maintenance is reasonably expected to cause a material interruption to the Services, Smatyx will use reasonable efforts to provide advance notice where practicable and to schedule the work in a manner intended to minimise disruption.

Advance notice may not be possible for minor maintenance or work that does not materially affect the Customer's use of the Services.

15.3 Emergency Maintenance and Security

Smatyx may perform emergency maintenance or take immediate technical measures where reasonably necessary to:

• (a) protect the security or integrity of the Services;
• (b) address a vulnerability or security incident;
• (c) prevent damage to Smatyx, the Customer, End Customers or third parties;
• (d) restore or protect the operation of the Services; or
• (e) comply with applicable law or a binding regulatory or governmental requirement.

Where advance notice is not reasonably practicable, Smatyx will use reasonable efforts to provide relevant information to affected Customers as soon as reasonably practicable.

15.4 Updates and Improvements

Smatyx may update, modify, improve or replace parts of the Services from time to time as part of the ongoing development and operation of the Smatyx platform.

Such changes may include changes to interfaces, workflows, functionality, technical architecture, security controls, integrations and other aspects of the Services.

Smatyx may deploy updates automatically where reasonably necessary for the operation, security, maintenance or improvement of the Services.

The Customer may be required to use a supported version of the Services, application, operating system or related software in order to continue using particular functionality.

15.5 Changes to Features and Functionality

Smatyx may add, modify, replace or discontinue individual features or functionality where reasonably necessary for product development, security, technical, legal, regulatory or operational reasons.

Smatyx will not intentionally remove or materially reduce, during a then-current Subscription Term, the core functionality of a Service expressly included in the Customer's subscription in a manner that materially reduces the overall functionality purchased by the Customer, unless:

• (a) the change is reasonably necessary for security, legal or regulatory reasons;
• (b) continued provision depends on a Third-Party Service that has been changed, restricted or discontinued;
• (c) continued provision has become technically impracticable for reasons outside Smatyx's reasonable control; or
• (d) Smatyx provides reasonable alternative functionality that does not materially reduce the overall functionality of the relevant Service.

Where Smatyx intends to make a material change that is reasonably expected to materially reduce core functionality purchased by the Customer, Smatyx will use reasonable efforts to provide advance notice where practicable.

15.6 Changes on Renewal

Smatyx may change the Services, packages, features or functionality available for a future Renewal Term.

Where a proposed change would materially reduce the core functionality included in the Customer's subscription, Smatyx will provide reasonable advance notice before the relevant Renewal Term.

If the Customer does not wish to renew following such a material change, the Customer may prevent automatic renewal in accordance with Section 5.4.

Nothing in this Section affects the provisions of Section 5 relating to changes to Fees for a future Renewal Term.

15.7 Third-Party Dependencies

Certain functionality may depend on Third-Party Services, Payment Providers, internet providers, hardware, operating systems or other external systems.

Smatyx is not responsible for interruptions, changes or failures caused by such third-party systems to the extent that they are outside Smatyx's reasonable control.

Sections 11, 12 and 13 apply where relevant to Third-Party Services, payment functionality and hardware.

15.8 Preview, Beta and Experimental Features

Smatyx may make preview, beta, trial, early-access or experimental features available to the Customer from time to time.

Unless expressly agreed otherwise, such features:

• (a) may be incomplete, changed or discontinued at any time;
• (b) may contain errors or experience interruptions;
• (c) are provided for evaluation or early use and may not be suitable for critical business operations; and
• (d) are not subject to any service level or availability commitment applicable to generally available Services.

The Customer is not required to use optional preview, beta or experimental features.

15.9 Future Features

Information provided by Smatyx regarding planned, proposed or future products, features or functionality is for information purposes only unless expressly included as a binding commitment in an Order Form or other written agreement.

The Customer's purchase of the Services is not dependent on the delivery of any future feature or functionality unless expressly agreed in writing.

16. Customer Data

16.1 Ownership of Customer Data

As between Smatyx and the Customer, the Customer retains all rights, title and interest in and to Customer Data.

Except for the rights necessary to provide the Services and as otherwise expressly permitted under the Agreement, Smatyx does not acquire ownership of Customer Data.

16.2 Use of Customer Data by Smatyx

The Customer authorises Smatyx to collect, host, store, access, copy, transmit, process and otherwise use Customer Data to the extent reasonably necessary to:

• (a) provide, operate and support the Services;
• (b) configure and maintain the Customer's account;
• (c) process orders and other transactions or activities carried out through the Services;
• (d) provide reporting, analytics, recommendations and other functionality included in the Services;
• (e) provide onboarding, migration, support and other Services requested by the Customer;
• (f) maintain, secure, troubleshoot and improve the operation and performance of the Services;
• (g) prevent or investigate fraud, misuse, security incidents or technical problems; and
• (h) comply with applicable law and Smatyx's legal obligations.

Smatyx will not use Customer Data for purposes materially unrelated to the provision, operation, security or improvement of the Services except where authorised by the Customer, permitted under the Agreement or otherwise permitted or required by applicable law.

16.3 Customer Responsibility for Data

The Customer is responsible for Customer Data provided, entered, uploaded, imported or otherwise made available by or on behalf of the Customer.

The Customer must ensure that:

• (a) it has the rights, permissions and lawful basis necessary to provide Customer Data to Smatyx and permit its processing in accordance with the Agreement;
• (b) Customer Data provided to Smatyx is reasonably accurate and appropriate for the purpose for which it is used;
• (c) it does not knowingly provide Customer Data through the Services in a manner that violates applicable law or the rights of another person; and
• (d) it complies with any reasonable instructions or technical requirements communicated by Smatyx relating to the submission or handling of Customer Data.

Where Customer Data includes Personal Data, the additional requirements in Section 17 apply.

16.4 Access to Customer Data

During the Subscription Term, the Customer may access Customer Data through the functionality made available within the Services, subject to the Customer's subscription, permissions and the technical functionality of the relevant Service.

Smatyx may also provide export functionality for certain Customer Data where supported by the relevant Service.

Unless expressly agreed otherwise, Smatyx does not guarantee that every category of Customer Data can be exported in every format requested by the Customer.

16.5 Data Accuracy and Corrections

Smatyx may process, calculate, organise, categorise or display Customer Data as part of the functionality of the Services.

The Customer is responsible for reviewing Customer Data and outputs where reasonably necessary for its business and for notifying Smatyx of material errors that the Customer reasonably believes result from the operation of the Services.

Where Smatyx becomes aware of an error in the processing or presentation of Customer Data caused by the Services, Smatyx will use reasonable efforts to investigate and, where appropriate, correct the error.

16.6 Data Backup and Resilience

Smatyx will maintain reasonable technical and organisational measures designed to protect Customer Data against accidental loss, destruction or unauthorised access, taking into account the nature of the Services and Customer Data.

Unless expressly agreed otherwise, the Services are not intended to operate as the Customer's sole archival or long-term backup system.

Where Customer Data or records are important for the Customer's legal, tax, accounting or other record-keeping obligations, the Customer remains responsible for maintaining copies or records as reasonably necessary to meet those obligations.

16.7 Data Following Expiry or Termination

Following expiry or termination of the applicable Services, the Customer's access to Customer Data through the Services may end.

The retention, availability, export and deletion of Customer Data following expiry or termination will be handled in accordance with Section 21 and applicable data protection requirements.

The Customer is responsible for exporting or otherwise retaining any Customer Data it reasonably requires before its access to the Services ends, where export functionality is available.

16.8 Customer Content

Customer Content may form part of Customer Data.

Where Customer Data is also Customer Content, Section 9 applies in addition to this Section 16. Where Customer Data contains Personal Data, Section 17 also applies.

17. Data Protection and Security

17.1 Compliance and Roles

Each party must comply with the Data Protection Laws applicable to its processing of Personal Data under the Agreement.

Where Smatyx processes Personal Data on behalf of the Customer in providing the Services, the Customer acts as the controller and Smatyx acts as the processor. Smatyx may act as an independent controller for processing necessary for its own account administration, billing, security, fraud prevention, legal compliance or similar business purposes.

The Customer is responsible for ensuring that Personal Data provided to or processed through the Services is collected and used lawfully.

17.2 Processing by Smatyx

Where Smatyx acts as a processor, it will process Personal Data only as necessary to provide, operate, support and secure the Services and in accordance with the Customer's documented instructions, unless otherwise required by law.

The Agreement, applicable Order Form, the Customer's configuration and use of the Services, and written instructions accepted by Smatyx constitute documented instructions.

Depending on the Services used, processing may include collecting, storing, accessing, transmitting, displaying, analysing, exporting and deleting Personal Data relating to Authorised Users, the Customer's staff, End Customers and other individuals whose data is lawfully processed through the Services. Such Personal Data may include names, contact and account details, order and reservation information, loyalty information, staff attendance and timesheet information, communications, technical information and other information submitted through the Services.

Processing will continue for the period necessary to provide the Services and thereafter only as permitted or required under the Agreement or applicable law.

17.3 Confidentiality and Security

Smatyx will ensure that persons authorised to process Personal Data are subject to appropriate confidentiality obligations.

Smatyx will maintain appropriate technical and organisational measures designed to protect Personal Data against accidental or unlawful loss, destruction, alteration, disclosure or access, taking into account the nature and risks of the processing.

The Customer is responsible for maintaining reasonable security for its accounts, devices, networks and systems, including protecting credentials and managing Authorised User access.

17.4 Subprocessors and International Transfers

The Customer authorises Smatyx to use subprocessors where reasonably necessary to provide, operate, support or secure the Services.

Smatyx will impose appropriate data-protection obligations on subprocessors and remain responsible for their performance to the extent required by applicable Data Protection Laws. Smatyx will make information about its subprocessors reasonably available and, where required by applicable law, provide reasonable notice of material changes so that the Customer may raise a reasonable data-protection objection.

Smatyx will ensure that international transfers of Personal Data for which it is responsible are made using any safeguards or transfer mechanisms required by applicable Data Protection Laws.

17.5 Personal Data Breaches

Smatyx will notify the Customer without undue delay after becoming aware of a Personal Data breach affecting Personal Data processed by Smatyx on the Customer's behalf.

Smatyx will provide reasonably available information about the breach and reasonable assistance required for the Customer to comply with its applicable notification obligations.

17.6 Data Subject Rights and Compliance Assistance

Taking into account the nature of the processing and information available to Smatyx, Smatyx will provide reasonable assistance to the Customer with data subject requests and with applicable obligations relating to security, Personal Data breaches, data protection impact assessments and regulatory consultations.

Where Smatyx receives a data subject request concerning Personal Data processed on behalf of the Customer, Smatyx may direct the individual to the Customer unless Smatyx is required or authorised to respond directly.

17.7 Return, Deletion and Audit

On expiry or termination of the relevant Services, Smatyx will, at the Customer's choice and subject to applicable law, return or delete Personal Data processed on the Customer's behalf in accordance with Section 21 and Smatyx's applicable retention and backup processes.

Smatyx will make available information reasonably necessary to demonstrate compliance with its processor obligations. Where reasonably necessary and such information is insufficient, the Customer may request an audit on reasonable prior notice, subject to appropriate confidentiality, security and non-disruption requirements.

17.8 Customer Responsibilities

The Customer is responsible for ensuring that:

• (a) it has an appropriate lawful basis for processing Personal Data through the Services;
• (b) required privacy notices, permissions or consents are provided or obtained;
• (c) its instructions to Smatyx comply with applicable Data Protection Laws;
• (d) Personal Data submitted to the Services is appropriate and lawfully obtained; and
• (e) the Services are configured and used consistently with the Customer's data-protection obligations.

Each party will reasonably cooperate with the other where necessary to comply with applicable Data Protection Laws.

18. Aggregated and Anonymised Data

18.1 Creation of Aggregated and Anonymised Data

Smatyx may generate aggregated, statistical or anonymised information derived from Customer Data and the use of the Services ("Aggregated and Anonymised Data"), provided that such information does not identify the Customer, an End Customer, an Authorised User or any other identifiable individual.

Smatyx will apply reasonable measures appropriate to the relevant data and processing to prevent Aggregated and Anonymised Data from being used to identify an individual or the Customer.

18.2 Use of Aggregated and Anonymised Data

Smatyx may use Aggregated and Anonymised Data for legitimate business purposes, including to:

• (a) analyse the operation, performance and use of the Services;
• (b) develop, test, maintain and improve Smatyx products, services, functionality, analytics and automated systems;
• (c) identify trends, patterns and operational insights;
• (d) develop statistical models, benchmarks and industry insights;
• (e) improve reporting, forecasting and recommendation functionality;
• (f) conduct research and product development;
• (g) monitor security, reliability and system performance; and
• (h) produce and commercialise reports, benchmarks, analytics or other insights based on aggregated or anonymised information.

18.3 Benchmarking and Insights

Smatyx may use Aggregated and Anonymised Data to provide benchmarking, comparative analytics and other insights to the Customer or other Smatyx customers.

Any benchmark or comparative information made available to another customer or third party will be presented in a manner designed not to identify the Customer or disclose the Customer's confidential business information.

For example, the Services may provide comparisons against aggregated performance indicators for similar businesses, locations, periods or other relevant groups without identifying the businesses from which the underlying data was derived.

18.4 Product Development and Automated Systems

Aggregated and Anonymised Data may be used to develop and improve analytical, forecasting, recommendation, machine-learning and artificial intelligence functionality used in or in connection with the Services.

This Section does not authorise Smatyx to use identifiable Personal Data to train a general-purpose artificial intelligence model except where such use is separately permitted under the Agreement, Section 17 or applicable law.

18.5 No Identification or Re-Identification

Smatyx will not intentionally use Aggregated and Anonymised Data to identify or re-identify the Customer, an End Customer, an Authorised User or another individual.

Smatyx will not disclose data as Aggregated and Anonymised Data where Smatyx reasonably determines that the data would enable a recipient to identify the Customer or an individual using reasonably available information.

18.6 Rights in Aggregated and Anonymised Data

The Customer retains its rights in the underlying Customer Data in accordance with Section 16.

Subject to the restrictions in this Section 18 and applicable law, Smatyx may use, retain, develop and create insights from Aggregated and Anonymised Data during and after the Subscription Term.

Nothing in this Section transfers ownership of the Customer's underlying Customer Data to Smatyx.

18.7 Application of Data Protection Requirements

To the extent information remains Personal Data under applicable Data Protection Laws, it will not be treated as anonymised data for the purposes of this Section merely because direct identifiers have been removed.

Such information will continue to be handled in accordance with Section 17 and applicable Data Protection Laws

19. Intellectual Property Rights

19.1 Smatyx Intellectual Property

Smatyx and its licensors retain all rights, title and interest in and to the Services and all Intellectual Property Rights in or relating to the Services.

This includes, where applicable:

• (a) the Smatyx platform, software, applications and source code;
• (b) system architecture, databases, APIs and technical infrastructure;
• (c) user interfaces, designs, workflows and functionality;
• (d) algorithms, models, analytical methods and automated systems;
• (e) Documentation, templates, tools and methodologies;
• (f) improvements, updates, modifications and developments to the Services; and
• (g) Smatyx names, logos, trademarks and other brand assets.

Except for the limited rights expressly granted under the Agreement, no rights in Smatyx's Intellectual Property Rights are transferred or assigned to the Customer.

19.2 Customer Intellectual Property

The Customer retains all rights, title and interest in Intellectual Property Rights owned by the Customer independently of the Services, including its business name, trademarks, logos, branding, Customer Content and other materials supplied by the Customer.

The Customer grants Smatyx a non-exclusive, royalty-free licence to use such materials to the extent reasonably necessary to provide, configure, operate and support the Services for the Customer and otherwise perform Smatyx's obligations under the Agreement.

The licence granted under this Section does not transfer ownership of the Customer's Intellectual Property Rights to Smatyx.

19.3 Customer Data and Customer Content

Ownership and permitted use of Customer Data and Customer Content are governed by Sections 9, 16 and 18.

Nothing in this Section 19 transfers ownership of the Customer's underlying Customer Data or Customer Content to Smatyx.

19.4 Configuration, Customisation and Professional Services

The Customer may request configuration, customisation, integrations, reports, templates, workflows, website functionality or other professional services from Smatyx.

Unless expressly agreed otherwise in writing, Smatyx retains ownership of:

• (a) its pre-existing software, technology, templates, tools, methodologies and Intellectual Property Rights;
• (b) improvements, modifications and developments to the Smatyx platform or Services;
• (c) reusable components, functionality, techniques, know-how and technical solutions developed in connection with providing the Services; and
• (d) general functionality developed for or as a result of the Customer's requirements that does not incorporate the Customer's confidential information or Customer-owned Intellectual Property Rights.

The Customer retains ownership of Customer Content, branding and other Customer-owned materials incorporated into such work.

Unless otherwise expressly agreed in writing, any customisation or configuration provided to the Customer forms part of the Services and does not transfer ownership of the underlying software or technology to the Customer.

19.5 Websites and Customer-Facing Materials

Where Smatyx provides website, digital menu or other customer-facing design or configuration services, the Customer retains ownership of Customer Content and Customer-owned branding supplied for use in those services.

Unless expressly agreed otherwise in writing, Smatyx retains ownership of the underlying Smatyx software, platform functionality, reusable templates, components, code and technical infrastructure used to provide those services.

The Customer's right to continue using any website or other deliverable following expiry or termination of the Services will depend on the nature of the relevant service and any specific terms stated in the applicable Order Form.

19.6 Feedback

The Customer or its Authorised Users may provide suggestions, ideas, comments or other feedback concerning the Services.

Smatyx may use such feedback without restriction or payment to the Customer for the purpose of developing, improving and operating its products and services, provided that Smatyx does not thereby acquire ownership of the Customer's confidential information, Customer Content or other Customer-owned Intellectual Property Rights.

The Customer is not required to provide feedback.

19.7 Third-Party Intellectual Property

Certain components of the Services may incorporate or depend on software, technology, content or other materials owned or licensed by third parties.

Such materials remain subject to the Intellectual Property Rights of the relevant third parties and, where applicable, their licence terms.

Nothing in the Agreement transfers ownership of third-party Intellectual Property Rights to the Customer or to Smatyx.

19.8 Reservation of Rights

Any rights not expressly granted to the Customer under the Agreement are reserved by Smatyx and its licensors.

20. Suspension and Termination

20.1 Suspension by Smatyx

Smatyx may suspend the Customer's or an Authorised User's access to some or all of the Services where Smatyx reasonably determines that:

• (a) an undisputed amount due to Smatyx remains unpaid after its due date and following reasonable notice to the Customer;
• (b) the Customer or an Authorised User is using the Services in material breach of the Agreement;
• (c) use of the Services creates or is reasonably suspected to create a material security risk to the Services, Smatyx, another customer or a third party;
• (d) the Services are being used for unlawful, fraudulent or abusive activity;
• (e) suspension is reasonably necessary to prevent material damage, unauthorised access, fraud or misuse;
• (f) Smatyx is required to suspend the Services by applicable law, a court, regulatory authority or other binding legal requirement; or
• (g) a Third-Party Service on which the relevant functionality materially depends suspends or restricts the Customer's access and Smatyx cannot reasonably continue providing the affected functionality.

Where reasonably practicable, Smatyx will limit a suspension to the affected account, user, functionality or Service rather than suspending unaffected Services.

20.2 Notice of Suspension

Where reasonably practicable, Smatyx will notify the Customer before suspending the Services and provide a reasonable opportunity to remedy the issue.

Smatyx may suspend access immediately without prior notice where immediate action is reasonably necessary to address a security risk, unlawful activity, fraud, material harm, a binding legal requirement or another urgent matter.

Where prior notice is not reasonably practicable, Smatyx will use reasonable efforts to notify the Customer of the suspension and its reason as soon as reasonably practicable, unless prohibited by law.

20.3 Effect and Restoration of Suspension

Suspension does not terminate the Agreement and does not relieve the Customer of its obligation to pay Fees due under the Agreement.

Smatyx will use reasonable efforts to restore the affected Services once the circumstances giving rise to the suspension have been resolved to Smatyx's reasonable satisfaction.

Where suspension results from the Customer's breach of the Agreement, the Customer must reasonably cooperate with Smatyx to remedy the breach and prevent its recurrence.

20.4 Termination for Material Breach

Either party may terminate the Agreement, or an affected Order Form where appropriate, by written notice if the other party materially breaches the Agreement and:

• (a) the breach is incapable of remedy; or
• (b) where the breach is capable of remedy, the breaching party fails to remedy it within 30 days after receiving written notice requiring it to do so.

Where a material breach affects only a particular Order Form or Service and can reasonably be separated from the remainder of the parties' relationship, termination should, where reasonably appropriate, be limited to the affected Order Form or Service.

20.5 Serious or Repeated Breach

Smatyx may terminate the Agreement or an affected Order Form on written notice where the Customer:

• (a) repeatedly commits material breaches of the Agreement in a manner that reasonably demonstrates an unwillingness or inability to comply with its obligations;
• (b) uses the Services for unlawful or fraudulent purposes;
• (c) intentionally compromises or attempts to compromise the security or integrity of the Services; or
• (d) commits a breach that causes or creates a material risk of serious harm to Smatyx, the Services, another customer or a third party and the breach is not reasonably capable of remedy.

20.6 Insolvency

Subject to applicable law, either party may terminate the Agreement by written notice if the other party becomes insolvent, enters liquidation or administration, ceases or threatens to cease carrying on substantially all of its business, or becomes subject to an equivalent insolvency event.

This Section does not apply to a solvent restructuring or reorganisation.

20.7 Legal or Regulatory Requirements

Smatyx may terminate an affected Service or, where reasonably necessary, the Agreement if continued provision of the relevant Services becomes unlawful or is prohibited by a binding legal or regulatory requirement.

Where reasonably practicable, Smatyx will provide advance notice and consider whether the affected Services can reasonably be modified or replaced to avoid termination.

20.8 No Termination for Convenience During a Subscription Term

Unless expressly stated otherwise in an Order Form or the Agreement, the Customer may not terminate a subscription for convenience before the end of the then-current Subscription Term.

The Customer remains responsible for the applicable Fees for the full Subscription Term even if the Customer stops using the Services before that term ends.

Nothing in this Section prevents the Customer from:

• (a) giving notice of non-renewal in accordance with Section 5.4;
• (b) terminating the Agreement where the Customer has an express right to do so under this Agreement; or
• (c) exercising any right that cannot lawfully be excluded or restricted.

20.9 Non-Renewal

Non-renewal is governed by Section 5 and does not constitute termination before the end of the then-current Subscription Term.

20.10 Fees Following Termination

Where the Customer terminates the Agreement because of Smatyx's uncured material breach under Section 20.4, the Customer will not be responsible for recurring Fees relating to the period after the effective date of termination, and Smatyx will refund any recurring subscription Fees paid in advance for that unused period.

Where Smatyx terminates because of the Customer's material breach, or where the Customer otherwise terminates without a contractual right to do so, termination does not relieve the Customer of Fees already due or other amounts payable in respect of the committed Subscription Term, subject to applicable law.

20.11 Consequences of Termination

On expiry or termination of the applicable Services, the Customer's right to access and use those Services will end.

The treatment of Customer Data, Customer Content and other matters following expiry or termination is set out in Section 21.

Any provision of the Agreement which by its nature is intended to continue after expiry or termination will survive, including provisions relating to accrued payment obligations, Intellectual Property Rights, confidentiality, liability, data rights and applicable general provisions.

21. Effect of Termination and Data Retention

21.1 End of Access

On expiry or termination of an applicable subscription, the Customer's right to access and use the affected Services will end on the effective date of expiry or termination, unless Smatyx agrees otherwise in writing.

Smatyx may disable the Customer's and its Authorised Users' access to the affected Services from that date.

21.2 Customer Data Export

Before expiry or termination, the Customer should export or download Customer Data that it wishes to retain using any export functionality made available through the Services.

Following expiry or termination, Smatyx may, where reasonably practicable and subject to applicable law, provide the Customer with a limited opportunity to request an export of Customer Data that remains available within Smatyx's systems.

Any export will be provided using a format reasonably supported by Smatyx. Smatyx is not required to maintain Customer access to the Services solely for the purpose of data export after the Subscription Term has ended.

21.3 Retention Following Expiry or Termination

Following expiry or termination, Smatyx may retain Customer Data for a limited period where reasonably necessary for:

• (a) completing the termination and account closure process;
• (b) providing an agreed data export;
• (c) maintaining reasonable backup and disaster-recovery processes;
• (d) resolving disputes or enforcing the Agreement;
• (e) complying with legal, regulatory, tax, accounting or security requirements; or
• (f) other legitimate purposes permitted under applicable law

Retention of Customer Data following expiry or termination does not give the Customer a continuing right to use the Services.

21.4 Deletion of Customer Data

Following the applicable retention period, Smatyx may delete Customer Data from its active systems unless continued retention is required or permitted by applicable law or another agreement between the parties.

Customer Data contained in backups may remain until those backups are deleted or overwritten in accordance with Smatyx's normal backup and retention procedures, provided that such data remains protected and is not restored for ordinary business use except where reasonably necessary for backup recovery, security, legal or compliance purposes.

Where Smatyx acts as a processor of Personal Data on behalf of the Customer, the return and deletion of such Personal Data will also be subject to Section 17.

21.5 Aggregated and Anonymised Data

Expiry or termination does not require Smatyx to delete Aggregated and Anonymised Data created in accordance with Section 18.

Smatyx may continue to retain and use such data after termination in accordance with Section 18, provided that it does not identify the Customer or an individual as described in that Section.

21.6 Customer Content and Customer-Facing Services

Following expiry or termination of an applicable Service, Smatyx may cease displaying or hosting Customer Content through the affected Service, including digital menus, ordering interfaces, websites and other customer-facing functionality.

The Customer remains responsible for retaining copies of Customer Content that it wishes to use independently of the Services.

Where the Customer has purchased a separate deliverable or service with post-termination rights expressly stated in an Order Form, those specific terms will apply.

21.7 Third-Party Services and Integrations

Expiry or termination of the Services may result in Smatyx-managed connections to Third-Party Services being disabled or disconnected.

Termination of the Agreement does not automatically terminate any separate agreement between the Customer and a Third-Party Service provider. The Customer remains responsible for managing and, where necessary, cancelling those separate services directly with the relevant provider.

21.8 Domains and Other Customer Assets

Where Smatyx manages a domain name, account or other asset on behalf of the Customer, ownership and transfer rights will depend on the applicable Order Form and the arrangements under which the asset was registered or acquired.

Where an asset is owned by the Customer, Smatyx will reasonably cooperate with the Customer to transfer or return control of that asset following expiry or termination, subject to payment of outstanding amounts relating to the relevant asset or transfer service and any applicable third-party requirements.

21.9 Outstanding Fees and Accrued Rights

Expiry or termination does not affect any rights, obligations or liabilities that accrued before the effective date of expiry or termination.

Any Fees or other amounts properly due under the Agreement remain payable in accordance with the Agreement.

21.10 Survival

Any provisions which expressly or by their nature are intended to continue after expiry or termination will survive, including provisions relating to Customer Data where applicable, Aggregated and Anonymised Data, Intellectual Property Rights, confidentiality, payment obligations, liability and the General Provisions.

22. Warranties and Disclaimers

22.1 Mutual Authority

Each party warrants that it has the authority to enter into and perform its obligations under the Agreement.

22.2 Smatyx Service Warranty

Smatyx warrants that:

• (a) it will provide the Services with reasonable care and skill;
• (b) the Services will perform materially in accordance with their applicable Documentation and the functionality described in the applicable Order Form; and
• (c) any installation, onboarding, configuration, migration or other professional services expressly purchased from Smatyx will be performed with reasonable care and skill.

If Smatyx materially fails to meet these commitments, Smatyx will use reasonable efforts to correct or re-perform the affected Services where reasonably possible.

22.3 No Error-Free or Uninterrupted Service

Except as expressly stated in the Agreement, Smatyx does not warrant that the Services will:

• (a) be uninterrupted, continuously available or free from errors or defects;
• (b) operate without occasional delays, interruptions or maintenance;
• (c) be compatible with every device, operating system, browser, network, hardware product or Third-Party Service; or
• (d) meet requirements that have not been expressly agreed between the parties.

Service availability and maintenance are further addressed in Section 15.

22.4 Analytics, Forecasts and Automated Outputs

The Services may provide reports, calculations, forecasts, recommendations, estimated waiting times, classifications, alerts, artificial intelligence outputs or other automated insights based on available data.

Such outputs are intended to assist the Customer and may contain inaccuracies, assumptions or estimates. Smatyx does not warrant that such outputs will always be complete, accurate or suitable for a particular business decision.

The Customer is responsible for appropriately reviewing such outputs and determining whether and how to use them in accordance with Section 7.6.

Nothing in the Services constitutes legal, tax, accounting, employment, food-safety or other professional advice.

22.5 Customer and Third-Party Dependencies

Smatyx is not responsible for a failure or reduced performance of the Services to the extent caused by:

• (a) inaccurate, incomplete or outdated information supplied by the Customer;
• (b) Customer equipment, devices, networks, internet connectivity or systems;
• (c) use of the Services contrary to the Agreement, Documentation or reasonable instructions provided by Smatyx;
• (d) unauthorised modifications or configurations made by the Customer or a third party;
• (e) a Third-Party Service, Payment Provider or third-party hardware outside Smatyx's reasonable control; or
• (f) circumstances otherwise outside Smatyx's reasonable control.

This Section does not exclude responsibility for a failure caused by Smatyx's own breach of the Agreement.

22.6 Customer Business Results

Smatyx does not guarantee that use of the Services will result in any particular level of sales, revenue, profit, cost savings, staff performance, customer satisfaction, operational improvement or other business outcome.

Any examples, estimates, demonstrations, case studies or projections relating to potential benefits of the Services are illustrative unless expressly agreed as a contractual commitment in an Order Form.

22.7 Exclusion of Other Warranties

Except for the warranties expressly stated in the Agreement and to the maximum extent permitted by applicable law, all other warranties, conditions and terms that might otherwise be implied by statute, common law or otherwise are excluded.

Nothing in the Agreement excludes or restricts any warranty, condition, right or remedy that cannot lawfully be excluded or restricted.

23. Liability and Indemnities

23.1 Scope

This Section sets out the parties' financial liability arising out of or in connection with the Agreement, whether arising in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise.

Nothing in this Section limits the Customer's obligation to pay Fees or other amounts properly due under the Agreement.

23.2 Liability That Cannot Be Excluded

Nothing in the Agreement excludes or limits either party's liability to the extent that such liability cannot lawfully be excluded or limited.

In particular, nothing excludes or limits liability for:

• (a) death or personal injury caused by negligence;
• (b) fraud or fraudulent misrepresentation; or
• (c) any other liability that cannot be excluded or limited under applicable law.

23.3 Excluded Losses

Subject to Section 23.2, Smatyx will not be liable for any:

• (a) loss of profit;
• (b) loss of revenue;
• (c) loss of anticipated savings;
• (d) loss of business or business opportunity;
• (e) loss of goodwill or reputation; or
• (f) indirect or consequential loss,

in each case arising out of or in connection with the Agreement.

23.4 Customer-Controlled Business Losses

Subject to Section 23.2, Smatyx will not be liable to the extent that a loss results from:

• (a) inaccurate, incomplete or outdated Customer Data, Customer Content, menu information, pricing, allergen information or other information supplied or controlled by the Customer;
• (b) a decision or action taken by the Customer based on an estimate, forecast, recommendation, analytical output or other automated output of the Services without appropriate review;
• (c) Customer equipment, networks, internet connectivity or systems;
• (d) a Third-Party Service, Payment Provider or third-party hardware outside Smatyx's reasonable control;
• (e) unauthorised or improper use of the Services by the Customer or an Authorised User; or
• (f) the Customer's failure to comply with the Agreement, Documentation or applicable law.

This Section does not exclude liability to the extent that the relevant loss was caused by Smatyx's own breach of the Agreement.

23.5 Smatyx Liability Cap

Subject to Sections 23.2 and 23.6, Smatyx's total aggregate liability arising out of or in connection with an Order Form will not exceed the total subscription Fees paid by the Customer to Smatyx under the applicable Order Form giving rise to the claim.

Where a claim does not relate exclusively to a particular Order Form, Smatyx's total aggregate liability for that claim will not exceed the subscription Fees paid by the Customer under the Order Form or Order Forms most directly connected with the circumstances giving rise to the claim.

The liability cap applies in aggregate to all claims arising out of or in connection with the same applicable Order Form and is not a separate cap for each event, claim or cause of action.

23.6 Intellectual Property and Data Protection Liability

Any liability of Smatyx relating to infringement of third-party Intellectual Property Rights, breach of confidentiality, or breach of applicable Data Protection Laws remains subject to the liability cap in Section 23.5 unless such liability cannot lawfully be limited or the parties expressly agree otherwise in an applicable Order Form.

23.7 Customer Responsibility for Third-Party Claims

The Customer will indemnify Smatyx against losses, damages, liabilities, costs and reasonable legal expenses finally awarded or agreed in settlement arising from a third-party claim against Smatyx to the extent that the claim results from:

• (a) Customer Content or other materials supplied by the Customer infringing a third party's Intellectual Property Rights;
• (b) the Customer's unlawful products, menus, advertising, promotions or other business activities;
• (c) inaccurate or unlawful allergen, ingredient, product, pricing or other information supplied or controlled by the Customer;
• (d) the Customer's breach of applicable law in connection with its use of the Services; or
• (e) the Customer's use of the Services in material breach of the Agreement.

The Customer will not be liable under this Section to the extent that the claim was caused by Smatyx's breach of the Agreement, negligence, wilful misconduct or unauthorised modification or use of the relevant Customer Content.

23.8 Indemnity Procedure

Where Smatyx seeks indemnification under Section 23.7, Smatyx will:

• (a) notify the Customer of the relevant third-party claim within a reasonable time after becoming aware of it;
• (b) provide reasonable information and cooperation in relation to the claim, at the Customer's reasonable expense; and
• (c) not agree to a settlement that admits wrongdoing by or imposes a non-financial obligation on the Customer without the Customer's prior written consent, such consent not to be unreasonably withheld or delayed.

The Customer may participate in the defence and settlement of the claim with appropriately qualified advisers.

23.9 Mitigation

Each party will take reasonable steps to mitigate losses for which it seeks recovery from the other party under the Agreement.

23.10 Application of Limitations

The exclusions and limitations in this Section apply only to the maximum extent permitted by applicable law and will continue to apply after expiry or termination of the Agreement.

24. Confidentiality

24.1 Confidential Information

For the purposes of the Agreement, "Confidential Information" means information disclosed by or on behalf of one party ("Disclosing Party") to the other party ("Receiving Party") in connection with the Agreement that:

• (a) is identified as confidential;
• (b) would reasonably be understood to be confidential given its nature or the circumstances of disclosure; or
• (c) includes non-public commercial, financial, technical, operational, security or business information.

Confidential Information may include business plans, pricing, financial information, sales information, recipes, operational data, product plans, software and technical information, security information, trade secrets and other non-public business information.

24.2 Confidentiality Obligations

The Receiving Party will:

• (a) keep the Disclosing Party's Confidential Information confidential;
• (b) use Confidential Information only as reasonably necessary to exercise its rights or perform its obligations under the Agreement;
• (c) apply reasonable measures to protect Confidential Information against unauthorised access, use or disclosure; and
• (d) not disclose Confidential Information to any third party except as permitted under this Section.

24.3 Permitted Disclosures

The Receiving Party may disclose Confidential Information to its employees, officers, professional advisers, contractors, subcontractors and service providers who reasonably need access to the information for purposes connected with the Agreement, provided that they are subject to confidentiality obligations or professional duties of confidentiality appropriate to the information concerned.

The Receiving Party remains responsible for its compliance with this Section when sharing Confidential Information with persons acting on its behalf.

24.4 Exclusions

The obligations in this Section do not apply to information that the Receiving Party can reasonably demonstrate:

• (a) is or becomes publicly available other than through a breach of the Agreement;
• (b) was lawfully known to the Receiving Party without an obligation of confidentiality before it was disclosed by the Disclosing Party;
• (c) is lawfully received from a third party without an obligation of confidentiality;
• (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or
• (e) the Disclosing Party has authorised in writing for disclosure or unrestricted use.

24.5 Required Disclosure

The Receiving Party may disclose Confidential Information where required by applicable law, a court, regulatory authority or other binding legal requirement.

Where legally permitted and reasonably practicable, the Receiving Party will notify the Disclosing Party before making the disclosure and will disclose only the information reasonably required by the relevant legal requirement.

24.6 Customer Data and Personal Data

Customer Data, Customer Content and Personal Data will also be handled in accordance with Sections 9, 16, 17 and 18.

Where those provisions impose a higher standard of protection in relation to particular information, the higher standard will apply.

24.7 Return and Destruction

Following expiry or termination of the Agreement, each party will, upon reasonable request, return or securely destroy the other party's Confidential Information that it no longer needs to retain, except where retention is:

• (a) required by applicable law;
• (b) reasonably necessary for legal, regulatory, accounting, security or dispute-resolution purposes;
• (c) permitted under another provision of the Agreement; or
• (d) contained in backups maintained in accordance with normal backup and retention procedures.

Any Confidential Information retained under this Section will remain subject to the confidentiality obligations in the Agreement for as long as it is retained.

24.8 Publicity and Customer Branding

Neither party may publicly state or imply that the other party endorses it without the other party's permission.

Smatyx will not use the Customer's name, logo or trademarks in public marketing materials, customer lists or case studies without the Customer's prior permission, except where such use is necessary to provide the Services or has otherwise been authorised by the Customer.

24.9 Duration

The obligations in this Section will continue during the Agreement and for five years after its expiry or termination.

For information that constitutes a trade secret, the confidentiality obligations will continue for so long as that information remains a trade secret under applicable law.

25. General Provisions

25.1 Force Majeure

Neither party will be liable for delay or failure to perform its obligations under the Agreement to the extent caused by circumstances beyond its reasonable control, including natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, government action, widespread telecommunications or internet failure, widespread power failure, or failure of critical third-party infrastructure beyond that party's reasonable control.

The affected party will use reasonable efforts to minimise the effects of the event and resume performance as soon as reasonably practicable.

This Section does not excuse the Customer from paying Fees that became due before the relevant event or Fees for Services that continue to be provided.

If a force majeure event prevents a material part of the Services from being provided for a prolonged period, either party may terminate the materially affected Services by written notice where continuation of the affected Services is no longer reasonably practicable.

25.2 Notices

Any formal notice under the Agreement, including a notice of non-renewal or termination, must be in writing.

Notices to the Customer may be sent to the primary contact or other contact details stated in the applicable Order Form or subsequently notified to Smatyx.

Notices to Smatyx must be sent to the legal or contractual notice contact details published by Smatyx or otherwise notified to the Customer.

A notice sent by email will be treated as received on the next Business Day after transmission, provided that the sender does not receive a delivery failure notification.

Either party must notify the other of changes to its relevant contact details.

Routine service communications, support requests, invoices and operational messages are not formal notices unless they expressly state that they constitute notice under the Agreement.

25.3 Assignment

The Customer may not assign, transfer or otherwise dispose of the Agreement or any of its rights or obligations under it without Smatyx's prior written consent, such consent not to be unreasonably withheld or delayed.

Smatyx may assign or transfer the Agreement, in whole or in part, to:

• (a) a company within the same corporate group as Smatyx ;
• (b) a successor in connection with a merger, reorganisation or restructuring; or
• (c) a purchaser of all or substantially all of the business or assets to which the Agreement relates,

provided that the assignment does not materially reduce the Customer's rights under the Agreement.

25.4 Subcontracting

Smatyx may use contractors, subcontractors and service providers to perform parts of the Services.

Smatyx remains responsible for the performance of its contractual obligations to the Customer notwithstanding such subcontracting, except to the extent the Agreement expressly identifies a service as a Third-Party Service for which the third-party provider is independently responsible.

The use of subprocessors in relation to Personal Data is additionally governed by Section 17.

25.5 Entire Agreement

The Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes previous discussions, proposals, representations, understandings and agreements relating to that subject matter.

Each party acknowledges that, in entering into the Agreement, it does not rely on any statement or representation that is not set out in the Agreement.

Nothing in this Section excludes or limits liability for fraud or fraudulent misrepresentation.

25.6 Variation

No amendment to an Order Form or other customer-specific commercial term is effective unless agreed in writing by authorised representatives of the parties.

This Section does not prevent Smatyx from updating the Customer Service Agreement, Services, packages or Fees where expressly permitted under Sections 1, 5, 15 or another provision of the Agreement.

25.7 Waiver

A failure or delay by either party to exercise a right or remedy under the Agreement does not waive that right or remedy.

A waiver is effective only in relation to the particular circumstances for which it is given and does not constitute a continuing waiver.

25.8 Severability

If any provision of the Agreement is found by a court or other competent authority to be invalid, unlawful or unenforceable, that provision will be treated as modified to the minimum extent necessary to make it valid and enforceable.

If such modification is not possible, the relevant provision will be treated as deleted.

The remaining provisions of the Agreement will continue in effect.

25.9 Relationship of the Parties

The parties are independent contracting parties.

Nothing in the Agreement creates a partnership, joint venture, employment relationship, franchise, fiduciary relationship or agency between the parties.

Neither party has authority to bind the other or enter into obligations on the other's behalf unless expressly authorised in writing.

25.10 Third-Party Rights

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

The parties may amend, vary, terminate or otherwise deal with the Agreement without the consent of any third party.

25.11 Electronic Communications and Signatures

The parties may enter into Order Forms, amendments and other contractual documents electronically.

Electronic signatures and other electronic methods of acceptance permitted under the Agreement may be used to evidence agreement between the parties.

Nothing in this Section requires Smatyx to countersign an Order Form where the Order Form provides that it becomes binding upon acceptance by the Customer.

25.12 Headings

Section headings are included for convenience only and do not affect the interpretation of the Agreement.

25.13 Governing Law

The Agreement and any dispute or claim arising out of or in connection with it, including any non-contractual dispute or claim, will be governed by the laws of England and Wales.

25.14 Jurisdiction

The courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement, including any non-contractual dispute or claim.