Licence Agreement | TablePort

SERVICES AGREEMENT

Last updated September 28, 2026.

This TablePort Service Agreement ("Agreement") is a legal agreement between TablePort Ltd. ("TablePort", "us", or "we") and the entity or person ("you", "your", or "Customer") who registered for TablePort services.

Please contact us if you do not understand any of the terms of this Agreement. Unless you agree to be bound by all the terms and conditions in this Agreement, DO NOT ACCESS OR USE ANY OF THE TABLEPORT SERVICES.

1. DEFINITIONS

1.1 "Services" means the Software Services and Payment Processing Services provided by TablePort as independent supplies.

1.2 "Software Services" means the software-as-a-service platform described in Exhibit A, charged monthly with VAT at the standard rate.

1.3 "Payment Processing Services" means the merchant acquiring services described in Exhibit B, charged as a percentage of transaction value, VAT-exempt under UK VAT Act 1994, Schedule 9, Group 5, Note 4.

1.4 "Customer Data" means all data submitted by Customer through the Services.

1.5 "Designated Bank Account" means the bank account specified by Customer for settlement of payment processing proceeds.

2. INDEPENDENT SERVICES

2.1 Separate Economic Supplies

TablePort provides two independent services:

(a) Software Services (Exhibit A) - Software platform access, billed monthly (b) Payment Processing Services (Exhibit B) - Card payment acceptance, charged per transaction

2.2 Independent Pricing and Documentation

Software Services: Monthly invoice with VAT
Payment Processing Services: Monthly statement, VAT-exempt

2.3 Independent Termination

Either service may be terminated independently per the terms of its respective Exhibit.

3. SOFTWARE SERVICES

Subject to the terms of this Agreement, Company will provide Customer with Software Services as described in Exhibit A.

4. PAYMENT PROCESSING SERVICES

Subject to the terms of this Agreement and Customer's eligibility, Company will provide Payment Processing Services as described in Exhibit B.

5. CUSTOMER OBLIGATIONS & RESTRICTIONS

IMPORTANT DISCLAIMER:

TablePort provides software tools and payment facilitation services that enable Customer to manage their restaurant business and accept card payments. Customer retains complete control over all data entry, configuration, pricing, transaction processing, and business operations within the platform. Customer is solely and exclusively responsible for:

(a) The accuracy and legal compliance of all data, records, receipts, invoices, and reports generated by or through the Services

(b) Compliance with all applicable laws, regulations, and tax obligations related to their business operations

(c) Maintaining proper backups, implementing business continuity measures, and protecting against data loss

(d) Proper use of the platform and ensuring staff are adequately trained

(e) Immediately notifying TablePort of any errors, discrepancies, calculation mistakes, or issues with receipts, reports, or payments

TablePort provides the platform as a tool. Customer operates their business using this tool. All business decisions, data accuracy, legal compliance, and financial reporting remain Customer's sole responsibility. TablePort is not responsible for errors in Customer-generated data, misconfigured settings, or Customer's failure to comply with applicable laws.

Subject to Section 9.7, any liability of TablePort is limited to the Software Services subscription fees (excluding payment processing fees) paid in the twelve (12) months preceding any claim, as set forth in Section 9.

5.1 Compliance with Laws

Customer will use the Services only in compliance with this Agreement and all applicable laws and regulations, including tax, data protection, food safety, licensing, employment, and payment card industry requirements.

5.2 Account Security

Customer is responsible for maintaining the security of account credentials, administrative access, and all uses of Customer's account whether authorized or not.

5.3 Customer Content & Uploaded Data

(a) Content Responsibility: Customer is solely and exclusively responsible for all content, data, and information uploaded to, entered into, or managed through the Services, including but not limited to:

Menu items, descriptions, prices, and allergen information
Product images, logos, and promotional materials
Staff names, roles, contact details, and employment data
Customer lists, contact information, and marketing data
Business information, trading names, and company details
Any other content or data uploaded by Customer or on Customer's behalf

(b) Content Warranties: Customer represents and warrants that all uploaded content:

Is accurate, complete, and up to date
Does not infringe any third-party intellectual property, privacy, or other rights
Complies with all applicable laws, including data protection, food labeling, allergen disclosure, and consumer protection laws
Does not contain illegal, defamatory, obscene, or harmful material

(c) Content Rights: Customer grants TablePort a non-exclusive, royalty-free, worldwide license to host, store, display, and process Customer content solely to provide the Services.

(d) Content Liability: TablePort is not responsible for Customer content and disclaims all liability for inaccurate, misleading, illegal, or infringing content uploaded by Customer.

5.4 Data Accuracy & Tax Compliance

(a) Customer is solely responsible for the accuracy and completeness of all sales records, reports, receipts, transaction data, and financial information generated through or submitted to the Services.

(b) Customer and its accounting staff must regularly review, verify, and backup all reports, receipts, and data. TablePort is not liable for any discrepancies, errors, or mistakes in Customer-generated data.

(c) VAT Registration: UK VAT-registered customers must provide their valid VAT registration number in the business dashboard settings and immediately notify TablePort of any changes to VAT registration status.

(d) Customer is responsible for maintaining proper accounting records and complying with all tax obligations in their jurisdiction.

(e) Financial Reporting: All financial reports, VAT reports, and accounting summaries generated by the Software reflect Customer's input data and configuration. Customer must verify accuracy before relying on such reports for tax filings or business decisions.

5.5 Equipment & Systems

Customer is responsible for obtaining and maintaining all equipment, software, internet connectivity, and ancillary services needed to access the Services, including modems, hardware, operating systems, web servers, and payment terminals.

5.6 Use Restrictions

Customer will not, and will not permit others to:

(a) Reverse engineer, decompile, disassemble, or attempt to discover source code or underlying algorithms of the Services

(b) Modify, translate, or create derivative works based on the Services

(d) Remove or alter any proprietary notices or labels

(e) Use the Services in violation of any applicable UK or international laws, including but not limited to laws relating to sanctions, export controls, data protection, anti-money laundering, or counter-terrorism

(f) Use the Services in any manner that could damage, disable, overburden, or impair TablePort's servers or networks

(g) Upload or transmit any viruses, malware, or malicious code

(h) Interfere with or disrupt the integrity or performance of the Services

5.7 Business Continuity

(a) Customer must maintain regular backups of critical business data

(b) Customer should establish alternative systems for payment processing and order management to ensure business continuity during service disruptions

(c) Insurance Recommendation: Customer is strongly advised to obtain appropriate business interruption insurance to protect against losses from service unavailability or data loss incidents

5.8 TablePort's Right to Refuse or Suspend Service

(a) Monitoring: Although TablePort has no obligation to monitor Customer's use of the Services or Customer content, TablePort reserves the right to monitor usage, transactions, and data to ensure compliance with this Agreement and applicable laws.

(b) Right to Refuse Service: TablePort reserves the right, in its sole discretion, to:

Refuse registration or decline to provide Services to any prospective customer
Suspend or terminate Services if Customer violates this Agreement or applicable laws
Remove, disable, or refuse to process any Customer content that violates this Agreement
Block transactions or freeze accounts if suspicious activity or fraud is suspected

Customer engages in illegal activity
Customer's account is used for fraud, money laundering, or prohibited transactions
Customer's chargeback rate exceeds acceptable thresholds
Customer fails to maintain adequate balance for chargebacks
Customer violates card network rules or payment industry regulations
Customer's use poses risk to TablePort, other customers, or the platform's integrity
Required by law or card network mandate

(d) Compliance with Laws: TablePort reserves the right to refuse, suspend, or terminate Services to any customer to ensure compliance with UK laws, international sanctions, anti-money laundering regulations, or other legal requirements.

5.9 Indemnification

Customer agrees to indemnify, defend, and hold harmless TablePort, its affiliates, officers, directors, employees, agents, and suppliers from any claims, demands, actions, damages, losses, liabilities, settlements, and expenses (including reasonable attorneys' fees and costs) arising from or related to:

(a) Customer's use or misuse of the Services

(b) Customer's violation of this Agreement or applicable laws

(d) Customer content uploaded to, entered into, or managed through the Services, including menus, images, staff data, pricing information, allergen data, or any other content

(e) Inaccuracy, errors, or omissions in Customer's sales records, reports, receipts, invoices, or transaction data

(f) Customer's failure to comply with tax, accounting, food safety, allergen disclosure, licensing, employment, or other regulatory obligations, including but not limited to incorrect VAT rate assignment, VAT configuration errors, or HMRC assessments resulting from Customer's VAT treatment decisions

(g) Claims by Customer's employees, staff, customers, or other third parties related to Customer's business operations

(h) Chargebacks, payment disputes, or fraudulent transactions processed through Customer's account

(i) Customer's failure to maintain accurate records or promptly report discovered errors to TablePort

(j) Customer promotions, incentives, discounts, guest promises, competitions, loyalty benefits, or review-related activity, including their content, material terms, eligibility, availability, administration, fulfilment, or compliance with applicable law or third-party platform rules

This indemnity does not apply to the extent a claim results from TablePort's breach of this Agreement, negligence, fraud, or wilful misconduct, and does not exclude or limit liability that cannot lawfully be excluded or limited.

6. CONFIDENTIALITY & INTELLECTUAL PROPERTY

6.1 Confidentiality

Each party will protect the other party's confidential proprietary information (including business, technical, and financial information) and use it solely for purposes of this Agreement, except as required by law.

6.2 Ownership & Rights

(a) TablePort's Rights: TablePort retains all rights, title, and interest in the Services, Software, and any enhancements, modifications, or derivative works thereof.

(b) Customer's Rights: Customer retains all rights, title, and interest in Customer Data.

(c) License Grant: Customer grants TablePort a non-exclusive, royalty-free, worldwide license to use, process, store, and transmit Customer Data solely to provide the Services.

6.3 Data Usage, Analytics & Aggregation

(a) Service Improvement: TablePort may collect, analyze, and use service-related data, including aggregated or anonymized Customer Data, to improve Services, develop new features, and conduct business analytics.

(b) Aggregated Data: TablePort may create, use, and resell aggregated or anonymized data derived from Customer Data, provided no personally identifiable information is disclosed and such use complies with applicable laws.

(c) Insights & Analytics: TablePort may derive insights from Customer Data and use or license such insights to third parties, ensuring all data is anonymized and intellectual property rights are respected.

6.4 Software License

Customer is granted a non-exclusive, non-transferable, non-sublicensable license to access and use the Software Services during the term of this Agreement, subject to the restrictions in Section 5.5.

7. TERM AND TERMINATION

7.1 This Agreement is effective upon Customer's first use of the Services and continues until terminated.

7.2 Either party may terminate this Agreement with thirty (30) days' written notice.

7.3 TablePort may terminate immediately for material breach or non-payment.

7.4 Upon termination, Customer will pay all fees accrued through the termination date.

8. WARRANTY AND DISCLAIMER

8.1 Company will use commercially reasonable efforts to maintain the Services and minimize errors and interruptions.

8.2 Services may be temporarily unavailable for scheduled or emergency maintenance.

8.3 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

Subject to Section 9.7, TablePort and its suppliers, officers, affiliates, representatives, contractors, and employees shall not be liable, whether under contract, negligence, strict liability, or any other legal theory, for:

9.1 Excluded Damages

(a) Errors or interruptions of use, loss or inaccuracy of data, or cost of procurement of substitute goods, services, or technology, including those arising from service unavailability or data loss

(b) Any indirect, exemplary, incidental, special, or consequential damages, including but not limited to lost profits, revenue, data, or business interruption

9.2 Liability Cap

Company's total liability for all claims under this Agreement shall not exceed the Software Services fees (excluding payment processing fees) paid by Customer in the twelve (12) months preceding the claim.

9.3 Service Disruption Caused by Company

In cases where downtime, data loss, or service interruption is directly caused by Company's fault, negligence, or human error, Company's liability shall be limited to verifiable direct losses suffered by Customer, up to the maximum specified in Section 9.2. This limitation does not apply to bodily injury or wilful misconduct.

9.4 Customer's Duty to Mitigate

(a) Customer must maintain regular backups of all critical business data

(b) Customer should establish alternative systems for payment processing and order management to ensure business continuity

(d) The service credits described in Exhibit A constitute the sole and exclusive remedy for service availability breaches

9.5 Duty to Report Errors

(a) Immediate Notification Required: Customer must immediately notify TablePort upon discovering any errors, bugs, miscalculations, incorrect data, or system malfunctions affecting receipts, reports, payments, or settlements.

(b) Impact on Remedies: Customer's failure to promptly report discovered errors will:

Limit or eliminate Customer's ability to claim damages for such errors
Constitute Customer's acceptance of the data/reports as accurate
Reduce TablePort's liability proportionate to the delay in notification

(c) Contact for Errors: All error reports must be sent to [email protected] with detailed description of the issue, affected transactions/data, and date discovered.

9.6 Acknowledgment

(a) Customer acknowledges that the Software Services subscription fees charged reflect the allocation of risk set forth in this Agreement and that Company would not enter into this Agreement without these limitations on liability.

(b) Customer acknowledges that they have complete control over system configuration, data entry, and business operations, and therefore bear primary responsibility for accuracy and compliance.

(c) Customer acknowledges their responsibility to maintain backups, verify data accuracy, and promptly report errors as conditions of using the Services.

9.7 Liability That Cannot Be Limited

Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful misconduct, or any other liability to the extent it cannot lawfully be excluded or limited. The exclusions and cap in this Section 9 apply only to the fullest extent permitted by applicable law.

10. DATA PRIVACY & SECURITY

10.1 Security Commitment

Company will implement appropriate technical and organizational security measures to protect Customer Data against unauthorized access, alteration, disclosure, or destruction, in accordance with industry best practices and applicable data protection laws.

10.2 Data Breach Notification

In the event of unauthorized access to or acquisition of Customer Data that is likely to result in risk to individuals' rights and freedoms, TablePort will:

(a) Notify Customer within 24 hours of becoming aware of the breach, providing a preliminary description of the breach, estimated scope, and initial containment measures taken.

(b) Notify the relevant supervisory authority (ICO for UK data) without undue delay and within 72 hours of becoming aware, as required by GDPR Article 33.

(c) Provide Customer within 72 hours with: (i) the nature of the breach including data categories and approximate number of individuals affected; (ii) the likely consequences; (iii) measures taken or proposed to address the breach; and (iv) contact point for further information.

(d) Cooperate with Customer to fulfil Customer's obligations to notify affected data subjects under GDPR Article 34 where applicable.

(e) Preserve forensic evidence and logs related to the breach for a minimum of 12 months.

10.3 Customer Security Responsibilities

Customers are responsible for:

(a) Safeguarding their authentication credentials and account access

(b) Ensuring secure transmission of data to and from the TablePort platform

10.4 Regulatory Compliance

Both parties agree to cooperate with each other to facilitate compliance with applicable data protection regulations, including assistance with regulatory inquiries and data subject requests, as reasonably feasible.

11. AI DATA PROCESSING & OPT-IN SERVICES

11.1 AI-Powered Features (Opt-In)

TablePort may offer optional AI-powered features, insights, and analytics products ("AI Services") within the business dashboard settings. These AI Services may involve processing Customer Data by third-party AI providers.

11.2 Third-Party AI Providers

AI Services may utilize third-party artificial intelligence platforms including, but not limited to:

Anthropic (Claude)
OpenAI (ChatGPT, GPT models)
Perplexity AI
Other AI service providers as specified in the dashboard settings

11.3 Opt-In Consent

(a) AI Services are entirely optional and disabled by default.

(b) By enabling AI Services in the business dashboard settings, Customer explicitly consents to:

Processing of Customer Data by TablePort's selected AI providers
Transfer of necessary data to third-party AI platforms for processing
Use of Customer Data to generate AI-powered insights, recommendations, and analytics

11.4 AI Data Processing Terms

When AI Services are enabled:

(a) Data Minimization: TablePort will only share data necessary for the specific AI Service functionality

(b) Provider Terms: Third-party AI providers are bound by their own privacy policies and terms of service. TablePort will select providers with appropriate data protection standards.

(c) No Training: Where technically feasible, TablePort will configure AI services to prevent Customer Data from being used to train AI models (e.g., using zero-retention API options).

(d) Data Retention: TablePort and its AI providers will not retain Customer Data longer than necessary to provide the AI Service, except as required by law.

11.5 Customer Control & Transparency

(a) Customers can view which AI providers are used for specific features in the dashboard settings

(b) Customers can enable or disable AI Services at feature level or globally

11.6 No Liability for AI Output

(a) AI-generated insights, recommendations, and outputs are provided "as is" for informational purposes only

(b) TablePort makes no warranties regarding accuracy, completeness, or suitability of AI-generated content

11.7 Marketing Communications (Opt-In)

11.7.1 Data Controller and Processor Roles

When Customer uses the Marketing Suite to send email communications to their subscribers, Customer acts as the Data Controller for all subscriber personal data (including names, email addresses, and engagement history) and TablePort acts as a Data Processor processing that data solely on Customer's documented instructions. The obligations in Schedule 1 (Data Processing Agreement) apply to all Marketing Suite data processing.

11.7.2 Lawful Basis and Consent Requirement

(a) Customer is solely responsible for ensuring that a valid lawful basis exists under UK GDPR Article 6(1) for every marketing communication sent through the Marketing Suite.

(b) Customer must comply with the Privacy and Electronic Communications Regulations 2003 (PECR). Customer may send direct electronic marketing to an individual only where Customer can demonstrate either: (i) valid consent that is freely given, specific, informed, and unambiguous; or (ii) that the PECR "soft opt-in" applies because Customer obtained the contact details directly during a sale or negotiation for a sale, markets only Customer's own similar products or services, gave a simple opportunity to refuse or opt out when the details were collected, and gives that opportunity in every subsequent message.

(c) Customer must record and retain evidence of the route relied on for each recipient and must not send marketing emails to any recipient who: (i) has no valid consent or applicable soft opt-in; (ii) has objected, unsubscribed, or withdrawn consent; or (iii) is recorded on Customer's suppression list. A UK GDPR lawful basis does not by itself satisfy PECR.

11.7.3 Unsubscribe and Suppression Obligations

(a) Every marketing email sent through the Marketing Suite must include a clearly visible and functional unsubscribe mechanism.

(b) Customer acknowledges that unsubscribe requests are processed automatically by the platform; Customer must not remove, suppress, or override unsubscribe records.

(c) Customer must maintain and honour a suppression list of contacts who have withdrawn consent, and must not re-add suppressed contacts to active marketing lists.

11.7.4 Data Minimisation and Retention

(a) Customer must only collect and process subscriber personal data that is adequate, relevant, and limited to what is necessary for the purposes for which it is processed (UK GDPR Article 5(1)(c)).

(b) Customer must delete or anonymise subscriber data that is no longer required for the purposes for which it was collected, or upon withdrawal of consent.

11.7.5 Subscriber Rights

Subscribers have the right to withdraw consent at any time without detriment. Withdrawal of consent does not affect the lawfulness of processing carried out prior to withdrawal. Customer must ensure that withdrawal of consent results in prompt cessation of marketing communications and removal from active lists.

11.7.6 Customer Indemnity for Marketing Compliance

Customer agrees to indemnify, defend, and hold harmless TablePort from any claims, penalties, fines, or regulatory actions arising from Customer's failure to comply with PECR, UK GDPR, or any other applicable law governing direct marketing, including but not limited to: sending marketing to individuals without valid consent, failure to honour unsubscribe requests, and inaccurate or misleading email content.

11.7.7 Promotions, Guest Promises, and Reviews

(a) This clause applies whenever Customer uses the Services to create, publish, deliver, track, administer, or record any promotion, incentive, discount, competition, loyalty benefit, complimentary item, future-booking benefit, guest promise, or review request (each a "Customer Promotion").

(b) Customer is the promoter, merchant, and party making each Customer Promotion to its guests. Customer is solely responsible for ensuring that each Customer Promotion is lawful, accurate, not misleading, and supported by clear and prominent material terms, including eligibility, quantity, validity, availability, exclusions, redemption, cancellation, and any geographic or age restrictions. Customer is also responsible for staff training and fulfilment; pricing, tax, refund, and consumer-protection treatment; food safety and allergen information; age and identity checks; alcohol licensing and regional restrictions; and compliance with all applicable advertising codes and third-party platform rules.

(c) Customer must never offer, promise, or provide money, a discount, a free or complimentary item or service, loyalty value, or any other benefit in exchange for posting, changing, selecting the rating of, suppressing, or removing a review. Customer must not conceal an incentivised review, review-gate guests, or selectively solicit positive reviews. Customer must keep a Customer Promotion separate from any review request where their proximity could imply that the benefit is conditional on reviewing.

(d) TablePort supplies technical authoring, delivery, attribution, warning, and staff-acknowledgement tools. TablePort is not the promoter or supplier of the Customer Promotion and does not create, approve, verify, guarantee, redeem, or fulfil it. A platform warning, template, validation rule, technical block, tracking record, or staff acknowledgement does not constitute legal approval, does not prove that an item was supplied or consumed, and does not transfer Customer's responsibilities to TablePort.

(e) TablePort may refuse, remove, suspend, or disable a Customer Promotion or related use of the Services where TablePort reasonably believes it may be unlawful, misleading, unsafe, abusive, or contrary to a third-party platform's rules, but TablePort has no general obligation to monitor Customer Promotions.

(f) Sections 5.9 and 11.7.6 apply to claims, losses, penalties, chargebacks, refunds, regulatory action, or third-party disputes arising from a Customer Promotion or Customer's failure to administer or fulfil it. Nothing in this clause excludes or limits liability that cannot lawfully be excluded or limited, or relieves TablePort of responsibility for its own acts or omissions under this Agreement and applicable law.

11.7.8 Message Classification: Marketing and Service Messages

(a) The Services allow Customer to classify certain automated emails as either marketing messages (sent only in accordance with clause 11.7.2) or service messages (sent without marketing consent on the basis that they are not direct marketing under PECR, such as a private post-visit feedback request).

(b) Customer is solely responsible for each classification and for keeping the content of every message consistent with it. A message classified as a service message must be strictly administrative or customer-service in nature and must not contain advertising or marketing material of any kind, including offers, discounts, complimentary items, incentives, re-booking or upsell calls to action, loyalty promotions, or solicitations conditioned on a benefit. Customer acknowledges that under PECR and ICO guidance a message containing any direct-marketing element counts as direct marketing even where that is not its main purpose, and that neutral tone alone does not prevent a message from being direct marketing.

(c) Feedback or survey responses collected through a service message must not be used to build, enrich, or score marketing lists or segments, or to target direct marketing, unless Customer has established a separate lawful basis and, where required, consent for that use.

(d) TablePort provides technical assistance only, such as blocking known promotional content blocks in service messages and displaying warnings and acknowledgements. In accordance with clause 11.7.7(d), such measures do not constitute legal advice or approval, do not guarantee that a message qualifies as a service message under applicable law, and do not transfer any of Customer's responsibilities to TablePort. Customer remains solely responsible for every message sent under a service classification, and clause 11.7.6 (Customer Indemnity for Marketing Compliance) applies to any claim, penalty, fine, or regulatory action arising from a misclassified or non-compliant message.

(e) TablePort may reclassify a message or automation as marketing, or refuse, suspend, or disable sending, where TablePort reasonably believes a service classification is inaccurate or is being misused, but TablePort has no general obligation to monitor Customer's classifications or content.

12. FORCE MAJEURE

Neither party shall be liable for any delay or failure in performance due to causes beyond its reasonable control, including acts of God, fire, flood, earthquake, war, terrorism, riots, civil disorder, strikes, lockouts, labor disputes, or failures of third-party services (including internet, cloud, or payment infrastructure), provided that the affected party promptly notifies the other party and uses reasonable efforts to minimize the impact.

13. DISPUTE RESOLUTION

13.1 Governing Law

This Agreement shall be governed by the laws of England and Wales, without regard to conflict of law provisions.

13.2 Jurisdiction

For UK-based Customers, disputes shall be resolved exclusively in the courts of England and Wales. For international Customers, TablePort reserves the right to submit disputes to the courts of England and Wales or, at TablePort's discretion, in the jurisdiction of the Customer.

13.3 Informal Resolution

The parties agree to attempt to resolve disputes through informal, good faith negotiations. Either party may initiate this by sending written notice outlining the dispute and requesting a meeting.

13.4 Mandatory Mediation

If a dispute cannot be resolved informally within thirty (30) days, the parties agree to submit to mediation in England under the rules of the London Court of International Arbitration (LCIA), with costs shared equally. This requirement is waived for disputes qualifying for small claims court.

13.5 Arbitration

If mediation fails to resolve the dispute, either party may request binding arbitration in England under LCIA rules. The prevailing party will be entitled to recover reasonable legal fees and costs. This clause does not preclude seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

13.6 Class Action Waiver

(a) The parties agree that any proceedings will be conducted solely on an individual basis. Neither party will seek to have any dispute heard as a class action, private attorney general action, or any other proceeding in which either party acts in a representative capacity.

(b) No arbitration or proceeding can be combined with another without prior written consent of all parties.

(c) If this Class Action Waiver is held unenforceable, the entirety of Section 13.6 will be deemed void, but all other provisions of this Agreement will remain in effect.

13.7 Limitation on Claims

No claim may be brought against TablePort more than one (1) year after the time the claim arises.

14. GENERAL PROVISIONS

14.1 Assignment

(a) Customer may not assign, transfer, or sublicense this Agreement without TablePort's prior written consent.

(b) TablePort may freely transfer and assign its rights and obligations under this Agreement without consent.

14.2 Entire Agreement

This Agreement supersedes the Terms of Use document previously published on the TablePort website. Customers who have accepted this Agreement are bound solely by this Agreement and not by the Terms of Use.

This Agreement constitutes the complete and exclusive statement of the mutual understanding of the parties and supersedes all previous written and oral agreements, communications, and understandings relating to the subject matter. All waivers and modifications must be in writing signed by both parties.

14.3 Amendments

TablePort may modify this Agreement by providing thirty (30) days' written notice. Continued use of the Services after the effective date constitutes acceptance of the modifications.

14.4 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be severed, and the remaining provisions shall remain in full force and effect.

14.5 No Agency

No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement. Customer does not have authority to bind TablePort in any respect.

14.6 Notices

All notices under this Agreement will be in writing and deemed delivered when: (a) personally delivered; (b) receipt is electronically confirmed (email/fax); (c) the day after sent by recognized overnight delivery service; or (d) upon receipt if sent by certified or registered mail, return receipt requested.

14.7 Prevailing Party

In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys' fees.

14.8 Waiver

No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided.

14.9 Survival

All sections which by their nature should survive termination will survive, including but not limited to: accrued payment obligations, confidentiality, intellectual property, indemnification, limitation of liability, and dispute resolution provisions.

EXHIBIT A: SOFTWARE SERVICES AGREEMENT

EXHIBIT A DISCLAIMER - POS SOFTWARE & CUSTOMER CONTROL:

The Software Services are tools that enable Customer to operate their restaurant business. Customer has complete control over all system configuration, data entry, pricing, VAT rates, product categorization, and financial reporting within the platform.

CUSTOMER RESPONSIBILITIES FOR SOFTWARE-GENERATED DATA:

Customer is solely responsible for the accuracy of all receipts, invoices, sales reports, tax reports, and financial records generated by the Software
Customer must verify all calculations, VAT computations, transaction totals, and report accuracy
TablePort provides the calculation engine; Customer provides the input data and configuration
Garbage in, garbage out: If Customer enters incorrect prices, VAT rates, or product data, the Software will generate reports reflecting that incorrect data
Customer must immediately notify TablePort of any errors, bugs, calculation mistakes, or discrepancies discovered in the Software

CRITICAL: VAT RATE ASSIGNMENT IS CUSTOMER'S RESPONSIBILITY:

Customer must assign the correct VAT rate (20%, 5%, or 0%) to EVERY menu item, product, and charge configured in the Software
Customer must assign correct VAT treatment for tips (optional vs mandatory), delivery charges, service charges, and any other fees
Customer must periodically review VAT rate assignments (quarterly minimum) to ensure ongoing compliance
Customer must update VAT rates when HMRC guidance changes, UK budgets announce changes, or when adding new products/services
Customer is solely responsible for researching and applying the correct VAT treatment for their specific products and services

TablePort is not responsible for:

Errors in Customer-configured pricing, VAT rates, or product settings
Customer's incorrect VAT rate assignments for menu items, tips, delivery, service charges, or any other products
Inaccurate VAT reports resulting from Customer's incorrect VAT configuration
HMRC penalties, interest, or assessments resulting from Customer's incorrect VAT treatment
Customer's failure to reconcile reports or verify accuracy
Customer's non-compliance with tax, accounting, or regulatory requirements
Business decisions made based on Software-generated reports

This is financial/accounting software with VAT calculation capabilities. Customer bears ultimate responsibility for VAT rate assignment, financial accuracy, and tax compliance. TablePort provides the tools; Customer provides the correct configuration and validates the output.

A.1 SERVICE DESCRIPTION

TablePort provides cloud-based restaurant management software including:

Point-of-sale application (web and mobile)
Order management system
Table and reservation management
Waitlist management
Menu and inventory management
Employee management and time tracking (clock-in/clock-out logging)
Daily reports, operational analytics, and dashboard statistics
Reporting and analytics
Customer database

A.2 SERVICE LEVEL

A.2.1 Availability

Target availability: 99.5% monthly, excluding scheduled maintenance and third-party provider disruptions.

A.2.2 Support

Email support available weekdays 9:00 AM - 5:00 PM London time via [email protected].

A.2.3 Service Credits

For availability below 99.5%, service credits calculated at 10% of monthly fees per 30 minutes of downtime, capped at 100% of monthly fees.

A.3 ACCOUNT REGISTRATION & ACCESS

A.3.1 Account Registration

(a) As part of registration, Customer will identify an administrative mobile number and email address for the Customer's account.

(b) TablePort reserves the right to refuse registration of, or cancel, accounts it deems inappropriate, high-risk, or in violation of this Agreement.

(c) Customer must provide accurate and complete business information during registration and promptly update any changes.

A.3.2 Access Management

(a) Customer is responsible for managing user access, roles, and permissions within the Software.

(b) Customer must promptly revoke access for terminated employees or unauthorized users.

A.4 CUSTOMER RESPONSIBILITIES

A.4.1 Data Accuracy & Record Keeping

(a) Sales Records & Receipts: Customer is solely responsible for ensuring all sales transactions, receipts, invoices, and financial reports generated by the Software are accurate, complete, and compliant with applicable laws.

(b) Menu & Pricing Data: Customer must ensure all menu items, descriptions, prices, allergen information, and product data entered into the Software is accurate and up to date.

(c) Regular Verification: Customer and its accounting staff must regularly review, verify, and reconcile all reports, receipts, transaction records, and financial data generated by the Software.

(d) Transaction Categorization: Customer is responsible for properly categorizing transactions, including VAT rates, product types, and payment methods.

(e) Immediate Error Notification: If Customer discovers any errors, bugs, miscalculations, incorrect receipts, or discrepancies in Software-generated data, Customer must immediately notify TablePort at [email protected]. Failure to promptly report discovered errors may limit Customer's remedies.

A.4.2 VAT & Tax Compliance

(a) VAT Registration Number: UK VAT-registered customers must enter their valid VAT registration number in the business dashboard settings. Failure to provide accurate VAT information may result in incorrect invoicing and Customer bears sole responsibility for any resulting HMRC penalties or interest.

(b) VAT Rate Assignment - Customer's Sole Responsibility:

Customer is solely and exclusively responsible for configuring and assigning the correct VAT rates for ALL items, services, and charges in the Software, including but not limited to:

Menu Items & Food/Drink Products: Customer must assign the correct VAT rate to each menu item based on HMRC guidance:
- Hot food and drink for consumption: Generally 20% standard rate
- Cold takeaway food: Generally 0% zero-rated (with exceptions - Customer must verify)
- Alcoholic beverages: 20% standard rate
- Certain foods: 5% reduced rate (Customer must verify which items qualify)
- Confectionery, soft drinks, and other items: Customer must research and apply correct rate
Tips & Gratuities:
- Optional/discretionary tips: Generally outside scope of VAT (0%)
- Mandatory service charges: Generally subject to VAT at same rate as the supply
- Customer must configure the Software correctly to distinguish optional vs mandatory charges
Delivery & Service Charges:
- Delivery charges: Generally 20% standard rate
- Cover charges, booking fees, cancellation fees: Customer must determine correct VAT treatment
- Service charges: Subject to VAT as part of restaurant supply
All Other Goods & Services: Any other items or services sold through the POS must have correct VAT rates assigned by Customer

Customer must regularly review and update VAT rate configurations:

Review VAT rates quarterly at minimum
Immediately upon HMRC guidance changes or UK budget announcements
When adding new menu items or product categories
When business model changes (e.g., adding delivery, takeaway, etc.)

(d) VAT Complexity - Customer's Burden:

Customer acknowledges that UK VAT law for food, hospitality, and restaurant services is complex. Customer is solely responsible for:

Researching correct VAT treatment for each item/service
Consulting with qualified accountant or VAT advisor if uncertain
Applying correct rates in the Software settings
Ensuring compliance with HMRC guidance (VAT Notice 709/1 for catering, VAT Notice 701/14 for food)

TablePort provides the tool to apply VAT rates. Customer determines which rates apply to their products. TablePort is not responsible for Customer's VAT rate assignment errors.

(e) Tax Record Retention: Customer must maintain all receipts, invoices, and reports for the period required by HMRC and applicable tax authorities (minimum 6 years for UK customers).

(f) Tax Reporting: Customer is solely responsible for accurately reporting and remitting all taxes, including VAT, to HMRC or other applicable tax authorities.

(g) Making Tax Digital (MTD): UK customers are responsible for complying with HMRC's Making Tax Digital requirements. TablePort may provide integration tools, but Customer remains solely responsible for accurate and timely VAT submissions to HMRC.

A.4.3 Restaurant-Specific Compliance

(a) Food Safety & Hygiene: Customer is solely responsible for complying with all food safety, hygiene, and health regulations applicable to their restaurant operations. TablePort provides software tools only and bears no responsibility for Customer's food safety compliance.

(b) Allergen Information: Customer is solely responsible for the accuracy and completeness of all allergen information displayed in menus, receipts, or customer-facing materials. TablePort provides the ability to enter allergen data but does not verify its accuracy. Customer bears full liability for any allergic reactions or health issues resulting from inaccurate allergen information.

(c) Licensing & Permits: Customer must maintain all necessary licenses, permits, and regulatory approvals required to operate their restaurant business, including food service licenses, alcohol licenses, and business registrations.

(d) Employment Laws: Customer is responsible for complying with all employment laws and regulations regarding staff data, working hours, wages, and employee rights managed through the Software.

(e) Consumer Protection: Customer must comply with all consumer protection laws, including pricing transparency, refund policies, and customer data protection.

(f) General Compliance: TablePort provides software tools and payment facilitation. Customer operates their restaurant business using these tools. All regulatory compliance, legal obligations, and business practices remain Customer's sole responsibility.

A.4.4 Data Backup & Business Continuity

(a) Customer must maintain regular backups of critical business data, including menu configurations, customer databases, and transaction history.

(b) Customer must establish alternative systems for accepting payments and recording orders to ensure business continuity during service disruptions.

A.4.5 Staff Training & Proper Use

(a) Customer is responsible for training staff on proper use of the Software.

(b) Customer must ensure staff comply with payment card industry security standards when handling card payments.

A.4.6 Time Tracking, Daily Reports & Operational Analytics

(a) Time Tracking - Not HR Software:

The time tracking features within the Software are designed as basic clock-in and clock-out logging tools. These features are NOT a substitute for dedicated Human Resources (HR), payroll, or workforce management software.

Customer acknowledges that:

Time tracking data requires manual verification before use in payroll calculations
The Software does not guarantee compliance with employment laws, working time regulations, or minimum wage requirements
Customer remains solely responsible for maintaining accurate employment records as required by law
Time entries may require manual adjustment and should be reviewed by management before payroll processing

(b) Labor Cost Estimations:

Labor cost figures displayed in time tracking reports, daily reports, and dashboards are estimates only and should not be relied upon for financial decisions without verification. Customer acknowledges that:

Labor costs are calculated using available hourly rates from employee settings, or default place rates where individual rates are not configured
Salaried employees, employees without configured pay rates, or employees with incomplete data will have their costs estimated using fallback values
Estimated values are indicated with visual markers (e.g., italics, asterisks) but Customer must independently verify all calculations
TablePort makes no warranty regarding the accuracy of labor cost calculations
Customer must verify labor costs against actual payroll data before making business decisions

Daily reports, operational insights, and dashboard statistics are provided as informational tools only. Customer acknowledges that:

All figures, percentages, comparisons, and insights are based on data entered by Customer and may contain errors or omissions
Cost breakdowns, profit calculations, and performance metrics are estimates that depend on Customer-configured rates and settings
Reports reflect Customer's input data - if underlying data is incomplete or inaccurate, reports will reflect those inaccuracies
Dashboard statistics should be cross-referenced with accounting records before use in financial reporting, tax filings, or business decisions
Historical comparisons and trend analyses are for informational purposes and may not account for all business factors

(d) Operational Insights & AI-Generated Analysis:

Where the Software provides operational insights, recommendations, or AI-generated analysis based on daily reports or historical data:

Such insights are provided for informational purposes only
Customer must exercise independent judgment before acting on any recommendations
TablePort is not responsible for business outcomes resulting from reliance on Software-generated insights
Performance indicators and health scores are algorithmic estimates, not professional assessments

TablePort provides operational reporting tools. Customer is solely responsible for verifying all data, estimates, and calculations before use in payroll, financial reporting, tax compliance, or business decision-making.

A.4.7 Equipment & Connectivity

Customer is responsible for obtaining and maintaining all equipment, internet connectivity, devices, and systems needed to access the Services, including computers, tablets, smartphones, routers, and point-of-sale hardware.

A.5 SOFTWARE FEES

A.5.1 Standard Pricing

The fees listed below are TablePort's standard published pricing. Custom pricing may be agreed individually with specific customers via written communication (email, letter, or signed agreement). Any custom pricing agreed in writing will supersede the standard pricing shown below for that specific customer, but all other terms of this Agreement remain in full force.

A.5.2 POS Plans

Customer selects one of the following POS plans:

Plan	Monthly Fee (excl. VAT)	VAT (20%)	Total
Starter	£49.00	£9.80	£58.80
Pro	£99.00	£19.80	£118.80

The Pro plan includes all Starter features plus: self-service kiosk mode, AI insights, delivery integrations, advanced reports, and lower card processing rates. See tableport.io/pricing for full feature comparison.

A.5.3 Add-On Modules

The following modules may be added to either POS plan:

Module	Monthly Fee (excl. VAT)	VAT (20%)	Total
Reservations Management	£49.00	£9.80	£58.80
Staff Management	£49.00	£9.80	£58.80
Stock Management	£149.00	£29.80	£178.80

A.5.4 Hardware Monthly Fee

Item	Monthly Fee (excl. VAT)	VAT (20%)	Total
Card Reader Device	£9.00	£1.80	£10.80

A.5.5 Administrative Services

Service	Fee (excl. VAT)	VAT (20%)	Total
Chargeback/Dispute Handling	£25.00	£5.00	£30.00

A.5.6 Communication Services (SMS)

SMS messaging is usage-based and billed monthly via your subscription invoice. Charges are calculated per outbound message at TablePort's published rates, which vary by destination country. Indicative rates (subject to change):

Destination	Price per SMS (excl. VAT)
United Kingdom	£0.208
United States	£0.042
Other	Varies by country

The full published rate card for every destination is available at tableport.io/pages/sms-pricing.

VAT at 20% applies to SMS charges for UK customers. SMS charges appear as a separate line item on your monthly Lago invoice. You can monitor SMS usage in your TablePort dashboard.

A.5.7 Marketing Suite

Marketing Suite is an optional add-on that provides email campaign creation, audience segmentation, automated workflows, and revenue attribution reporting. It is not included in the Software Services subscription. Customer must opt in to Marketing Suite separately, and once active it is billed monthly alongside the Software Services subscription and is subject to a usage allowance as described below.

Description	Monthly Fee (excl. VAT)	VAT (20%)	Total
Marketing Suite (paid subscription)	£99.00	£19.80	£118.80

The paid Marketing Suite subscription includes 10,000 sends per calendar month. Sends consumed beyond the included allowance are charged at £10.00 per additional 1,000 sends (excl. VAT), rounded up to the nearest 1,000. VAT at 20% applies to overage charges for UK customers.

There is no free send allowance. While Marketing Suite is not active on Customer's account the sending allowance is zero, and TablePort makes no marketing sends on Customer's behalf.

Automations do not run while Marketing Suite is not active. Any automation step that falls due during a period in which the add-on is inactive is treated as consumed and is not sent afterwards, including after Customer subscribes or resubscribes. A message timed to a guest's visit is not delivered weeks later, once it is no longer accurate.

TablePort may at its sole discretion grant a Customer a complimentary quantity of sends. Any such grant is a one-off goodwill balance and not a recurring entitlement. It does not renew, it does not reset at the start of a calendar month or billing period, and it confers no continuing right to send once it is exhausted.

Overage charges are calculated at the end of each billing period and appear as a separate line item on the monthly invoice. Current send consumption can be monitored at any time in the Marketing section of the TablePort dashboard.

A.6 VAT TREATMENT

A.6.1 Software Services are standard-rated supplies under UK VAT Act 1994.

A.6.2 TablePort VAT Registration Number: GB470792862

A.6.3 Monthly invoices to UK customers will show subtotal, VAT at 20%, and total including VAT. Invoices to customers outside the UK state the applicable treatment (reverse charge within the EU, no VAT elsewhere).

A.6.4 VAT-registered UK customers may reclaim the VAT charged.

A.6.5 International Customers

(a) EU Customers: Software Services may be subject to reverse charge mechanism. EU VAT-registered customers must provide valid EU VAT number.

(b) US/Other International: Generally no UK VAT applies. Customer may be subject to local sales tax or VAT in their jurisdiction.

A.7 BILLING

A.7.1 Automatic Billing Authorization

(a) By accepting this Agreement, Customer authorizes TablePort to charge Customer's payment card on file for all Software Services fees on a recurring monthly basis.

(b) Customer authorizes TablePort to update payment card information automatically if provided by Customer's card issuer or payment provider.

A.7.2 Billing Cycle

(a) Software Services are billed monthly in advance on the same day each month.

(b) Charges will appear as "TablePort Ltd" or "TablePort Software Services" on Customer's card statement.

A.7.3 Fee Changes

Software Services fees may be changed with thirty (30) days' written notice. Continued use after the effective date constitutes acceptance of revised fees.

A.7.4 Non-Payment

(a) If payment fails, TablePort will attempt to charge the payment card up to three (3) times over a seven (7) day period.

(b) If all payment attempts fail, Software Services may be suspended until payment is received.

(c) Continued non-payment for fifteen (15) days may result in termination of Software Services and deletion of Customer Data in accordance with our data retention policy.

(d) Customer remains liable for all fees incurred prior to termination, plus any collection costs and reasonable attorneys' fees.

A.8 SOFTWARE SERVICES TERMINATION

A.8.1 Software Services may be terminated independently of Payment Processing Services.

A.8.2 Either party may terminate Software Services with thirty (30) days' written notice.

A.8.3 TablePort may terminate immediately if Customer violates this Agreement, engages in fraudulent activity, or if Customer's use poses risk to the platform.

A.8.4 Upon termination, Customer must pay all fees through the end of the billing period, and TablePort will delete or return Customer Data in accordance with applicable data protection laws.

EXHIBIT B: PAYMENT PROCESSING SERVICES AGREEMENT

EXHIBIT B DISCLAIMER - PAYMENT FACILITATION & CUSTOMER CONTROL:

TablePort facilitates card payment acceptance on Customer's behalf. Customer controls which transactions to process, refund amounts, settlement timing, and all business decisions related to accepting payments.

CUSTOMER RESPONSIBILITIES FOR PAYMENT PROCESSING:

Customer is solely responsible for ensuring all payment transactions are legitimate, accurate, and represent actual goods/services provided
Customer must verify all transaction amounts, refunds, and settlement reports
Customer must maintain adequate account balance to cover chargebacks and refunds
Customer must immediately notify TablePort of any payment errors, unauthorized transactions, settlement discrepancies, or processing issues
Customer is responsible for complying with card network rules and payment industry regulations

TablePort is not responsible for:

Customer's decision to accept or decline specific payments
Fraudulent transactions processed by Customer
Chargebacks resulting from Customer's business practices
Errors in Customer-initiated refund amounts
Customer's failure to maintain adequate balance for chargebacks
Business losses from payment disputes or customer complaints

This is payment facilitation. Customer operates their payment acceptance. TablePort provides the infrastructure and settlement services.

B.1 SERVICE DESCRIPTION

TablePort provides merchant acquiring services for card payment acceptance:

Transaction authorization and authentication
Payment clearing and settlement
Funds transfer to designated bank account
Chargeback management
Currency conversion for cross-border transactions

TablePort operates as merchant of record and payment facilitator through Stripe Payments Europe Ltd (FCA FRN 900925).

B.2 PAYMENT PROCESSING FEES

B.2.1 Standard Pricing

The fees listed below are TablePort's standard published pricing for payment processing. Custom pricing may be agreed individually with specific customers via written communication (email, letter, or signed agreement) for high-volume merchants or unique business models. Any custom pricing agreed in writing will supersede the standard pricing shown below for that specific customer, but all other terms of this Agreement remain in full force.

B.2.2 Card Present Transaction Fees (In-Person Payments)

Card Type	Rate
Standard	1.6% + £0.18
Premium	2.7% + £0.18

B.2.3 Card Not Present Transaction Fees (Online Payments)

Card Type	Rate
Standard	1.9% + £0.20
Premium	3.2% + £0.20

B.2.4 Card Type Definitions

Standard: UK/EEA-issued Visa and Mastercard consumer debit and credit cards
Premium: American Express, international cards (issued outside UK/EEA), corporate/commercial cards, and premium/rewards cards

B.3 VAT TREATMENT

B.3.1 Payment Processing Services are VAT-exempt under UK VAT Act 1994, Schedule 9, Group 5, Note 4 (merchant acquiring services).

B.3.2 Monthly Payment Processing Statements will show transaction volume, processing fees, and net settlement amounts.

B.3.3 No VAT is charged or shown on Payment Processing Statements.

B.3.4 HMRC VATFIN3160 confirms merchant acquiring fees are exempt under Note 4.

B.4 SETTLEMENT

B.4.1 Net settlement amounts (transaction proceeds minus processing fees) are transferred to Customer's Designated Bank Account within 14 business days.

B.4.2 Customer authorizes TablePort to debit the Designated Bank Account for chargebacks, refunds, and adjustments.

B.5 CUSTOMER RESPONSIBILITIES

B.5.1 Transaction Accuracy & Verification

(a) Customer is solely responsible for ensuring transaction amounts, descriptions, and receipts are accurate and reflect actual goods/services provided.

(b) Customer must provide clear receipts to customers showing merchant name, transaction amount, and transaction date.

(c) Settlement Verification: Customer must review all Payment Processing Statements and settlement reports for accuracy within seven (7) days of receipt.

(d) Immediate Error Notification: If Customer discovers any payment errors, incorrect settlement amounts, unauthorized transactions, or processing discrepancies, Customer must immediately notify TablePort at [email protected]. Failure to promptly report discovered errors may limit Customer's remedies and constitute acceptance of the statement as accurate.

B.5.2 Fraud Prevention

(a) Customer must implement reasonable measures to prevent fraudulent transactions, including verifying cardholder identity when appropriate.

(b) Customer must comply with all card network rules and security requirements.

B.5.3 Refund & Cancellation Policies

(a) Customer must establish and communicate clear refund and cancellation policies to their customers.

(b) Customer must process refunds promptly and in accordance with card network requirements.

B.5.4 Prohibited Transactions

Customer must not use Payment Processing Services for:

(a) Illegal goods or services (b) Transactions violating card network rules (c) Money laundering or terrorist financing (d) High-risk activities as defined by Stripe's Prohibited Business list

B.6 CHARGEBACKS AND DISPUTES

B.6.1 Chargeback Responsibility

Customer is solely responsible for all chargebacks resulting from their transactions. TablePort will not be liable for chargeback claims.

B.6.2 Chargeback Process

(a) When a chargeback occurs, TablePort will deduct the chargeback amount and any applicable fees from Customer's settlement balance or Designated Bank Account.

(b) Customer authorizes TablePort to create negative balances in Customer's account to recover chargeback amounts.

B.6.3 Dispute Handling

(a) TablePort will notify Customer of chargebacks and provide reasonable opportunity to respond.

(b) Dispute investigation and evidence submission services are charged separately under Software Services (Exhibit A, Section A.5.3) and are subject to VAT.

B.6.4 Excessive Chargebacks

If Customer's chargeback rate exceeds card network thresholds (typically 1% of transactions), TablePort may:

(a) Require reserves or deposits (b) Delay settlement periods (c) Increase fees (d) Suspend or terminate Payment Processing Services

B.7 PAYMENT PROCESSING ELIGIBILITY

B.7.1 Payment Processing Services are subject to approval and ongoing eligibility requirements.

B.7.2 Customer must provide accurate business information and comply with card network rules.

B.7.3 TablePort reserves the right to decline or suspend Payment Processing Services for risk management purposes.

B.8 STRIPE CONNECT TERMS

B.8.1 Payment Processing Services are provided through Stripe Connect.

B.8.2 Customer agrees to Stripe's Connected Account Terms (stripe.com/connect-account/legal).

B.8.3 TablePort and Stripe may share Customer information as necessary to provide Payment Processing Services.

B.9 PAYMENT PROCESSING FEE CHANGES

B.9.1 Processing fees may be changed with fourteen (14) days' written notice to reflect card network cost changes.

B.9.2 Continued use after the effective date constitutes acceptance of revised fees.

B.10 PAYMENT PROCESSING TERMINATION

B.10.1 Payment Processing Services may be terminated independently of Software Services.

B.10.2 Either party may terminate Payment Processing Services with thirty (30) days' written notice.

B.10.3 TablePort may terminate immediately for fraud, excessive chargebacks, or violation of card network rules.

B.10.4 Upon termination, all pending settlements will be processed, and Customer remains liable for any chargebacks or disputes arising after termination.

END OF AGREEMENT

ADDITIONAL NOTES

Payment Infrastructure Partnership

TablePort integrates with Stripe, a leading payment processing service, to facilitate credit and debit card transactions. While we strive to ensure seamless payment experiences, Stripe's services are governed by their own terms and conditions, separate from those of TablePort. We encourage customers to review Stripe's Connected Account Terms at stripe.com/connect-account/legal.

Reference Customer Cooperation

Customer agrees to reasonably cooperate with TablePort to serve as a reference account upon request, subject to mutual agreement on timing and format.

SCHEDULE 1: DATA PROCESSING AGREEMENT (DPA)

This Data Processing Agreement forms part of the Services Agreement and governs the processing of personal data by TablePort on behalf of Customer, in compliance with the UK GDPR, EU GDPR, and applicable data protection laws.

DPA.1 Roles and Definitions

(a) Customer is the Data Controller for all personal data of Customer's employees, contractors, and end customers entered into the Services by Customer or on Customer's behalf.

(b) TablePort is the Data Processor and will process personal data only on documented instructions from the Controller (Customer), unless required to do so by applicable law.

(c) "Personal Data" means any information relating to an identified or identifiable natural person processed through the Services, including but not limited to: names, contact details, booking records, order history, payment tokens, employee records, and dietary/allergy preferences.

DPA.2 Customer Responsibilities as Data Controller

Customer is solely responsible for:

(a) Ensuring a lawful basis exists under GDPR Article 6 (and Article 9 for special categories) for all personal data entered into the Services;

(b) Providing appropriate privacy notices to all data subjects (employees, diners, guests) before their data is entered into the platform;

(c) Responding to and fulfilling Data Subject Access Requests (DSARs) relating to data Customer has entered — TablePort will assist upon request (see DPA.6);

(d) Complying with all applicable data protection laws, including obtaining required consents;

(e) Notifying data subjects of any breach in accordance with GDPR Article 34 where applicable, using information provided by TablePort under Section 10.2.

DPA.3 Employee and Staff Data

Customer acknowledges that staff data entered into the Services (names, contact details, bank account details, working hours, pay rates, emergency contacts, national insurance numbers, dietary preferences, and eligibility documents) is controlled by Customer. Customer is responsible for:

(a) Lawful basis: Using contractual necessity (GDPR Article 6(1)(b)) or legitimate interest (Article 6(1)(f)) as the legal basis for employee data processing — NOT consent, which is generally inappropriate for employment relationships due to the power imbalance (per ICO Employment Guidance);

(b) Employee privacy notice: Providing employees with a written privacy notice before entering their data into the platform, explaining what data is collected, why, how long it is retained, and their rights;

(c) Special category data: Obtaining explicit consent (GDPR Article 9(2)(a)) before entering employee health data (allergies, dietary restrictions, medical conditions) into the platform;

(d) Data minimisation: Only entering employee data that is necessary for legitimate business operations — the platform provides optional fields, but Customer should only complete those relevant to their needs;

(e) Retention and deletion: Promptly deleting or anonymising employee records when no longer needed for the purpose collected (typically within 90 days of employment termination, except where retention is required for tax or legal purposes);

(f) Access controls: Configuring appropriate role-based access to ensure only authorised staff can view sensitive employee data (bank details, pay rates, personal information).

DPA.4 Sub-Processors

(a) Customer provides general written authorisation for TablePort to engage sub-processors listed on the Sub-Processors page.

(b) TablePort will notify Customer via email at least 30 days before engaging a new sub-processor or making a material change to an existing sub-processor's scope. Customer may object within 30 days if they have a reasonable, documented concern about the new sub-processor's data protection standards.

(c) If Customer objects and the parties cannot resolve the concern within 30 days, Customer may terminate the affected Services without penalty.

(d) TablePort will impose data protection obligations on all sub-processors that are no less protective than those in this DPA.

DPA.5 International Data Transfers

(a) Personal data may be transferred to countries outside the UK/EEA as described in our International Data Transfers page.

(b) All international transfers are protected by: UK International Data Transfer Agreement (UK IDTA), EU Standard Contractual Clauses (SCCs), or adequacy decisions, as applicable.

DPA.6 Data Subject Rights and Assistance

(a) TablePort will assist Customer in responding to DSARs (access, rectification, erasure, portability, restriction, objection) within 10 business days of Customer's request.

(b) TablePort provides self-service tools for data export ("Download My Data") and account deletion via the user profile interface.

DPA.7 Security Measures

TablePort implements the following technical and organisational measures:

(a) Encryption of data in transit (TLS 1.2+) and at rest (AWS encryption);

(b) Role-based access controls with principle of least privilege;

(d) Regular security assessments and vulnerability monitoring;

(e) Secure credential management via AWS Secrets Manager;

(f) Sanitised API responses that mask sensitive data for non-authorised callers.

DPA.8 Audit Rights

(a) Customer may request, with 30 business days' prior written notice, a summary of TablePort's security practices and recent audit/assessment results.

(b) TablePort will provide relevant compliance documentation (SOC 2 reports, penetration test summaries, or equivalent) where available.

(c) On-site audits are available at Customer's expense with mutual scheduling agreement, limited to once per 12-month period.

DPA.9 Data Return and Deletion

(a) Upon termination of the Agreement, Customer may export all Customer Data within 30 days using the platform's export tools or by requesting export via [email protected].

(b) After the 30-day wind-down period, TablePort will delete Customer Data from production systems within 30 days. Backup copies will be deleted within 90 days.

(c) TablePort may retain anonymised, aggregated data that cannot identify individuals, and transaction records required for tax compliance (up to 6 years per HMRC requirements).

DPA.10 Liability

(a) TablePort's aggregate liability for breaches of this DPA shall be subject to the liability cap in Section 9.2 of the Agreement.

(b) Nothing in this DPA limits liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any liability that cannot be excluded by law.

For questions regarding this Agreement, contact:

General inquiries: [email protected]
Legal matters: [email protected]

Company Information: TablePort Ltd. Company No. 13723140 VAT No. GB470792862 154 Loudoun Road, London, NW8 0DJ, United Kingdom

Last Updated: September 28, 2026

LEGALSoftware licence agreement