Terms & Conditions

These are the Terms and Conditions that govern the relationship between Tavolos Limited, a company registered in England and Wales under Company Number 10921102, whose registered address is 71-75, Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom, and the Customer, as defined below, in relation to the matters set out in the Registration Form or any Order Form, as defined below.

 

1.0  Definitions

1.1  The definitions and rules of interpretation in this clause apply to the Agreement:

‘Affiliate’ means a company, corporation, partnership or other business entity which a party wholly owns or controls, or which wholly owns or controls a party, or which is under substantially common ownership or control with a party, and for this purpose “control” means the power to secure that the affairs of the entity are conducted in accordance with its wishes.

‘Agreement’ means the Registration Form, any Order Forms agreed by the Parties and these Terms and Conditions.

‘Available’ means that the Booking System can be accessed and utilised by Diners for an average of 99% of the time, measured over the course of each four week period on a twenty four hours a day, seven days a week basis.

‘Book Now Button’ means a software button that can be added to a Venue Facebook Page to link Diners to the Booking System.

‘Booked Cover’ means a reservation made by a Diner through the Booking System.

‘Booking System’ means the online Venue reservation service and all related technology, including the Booking Widget, as developed from time to time, owned, operated and supplied by Tavolos.

‘Booking Widget’ means the web interface, owned and provided by Tavolos as part of the Booking System, through which Diners make Venue reservations.

‘Business Day’ means a day (excluding Saturdays and Sunday) on which banks are generally open in the region applicable to the Venue Website.

‘Cancellation’ means a Booked Cover that is subsequently cancelled by the Diner.

‘Competing Service’ means any product or service that has similar functionality to the Tavolos Services.

‘Customer’ means the counterparty to the Registration Form as more particularly detailed in the Registration Form.

‘Data Protection Legislation’ means: (a) in EU countries, the EC Directive on the protection of individuals with regard to the processing of personal data and on the free movement of such data (95/46/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 implementing Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications and all local laws or regulations giving effect to these Directives, as may be amended, modified or replaced from time to time, and including all related codes of practice; and/or (b) in non-EU countries, any similar or equivalent laws, regulations or rules relating to information or data about individuals.

‘Diner’ means a person accessing the Booking System via a Venue Website, on a Tavolos owned or operated website (such as Tavolos.com) or on a Partner Website (where the Booking System pertains to a Venue).

‘Effective Date’ means the date on which the Registration Form or the Order Form as the case may be is executed by the last party.

‘Intellectual Property Rights’ means all intellectual property rights on a worldwide basis whether currently in existence or otherwise and whether vested or contingent including (without limitation) copyright (including foreign language translation rights), design rights, database rights, rights in any domain names, registered designs, patents, trademarks, trade names, signs and other designations provided the foregoing are of a proprietary nature and all similar rights whether registered or otherwise (including, without limitation, all extensions, reversions, revivals and renewals thereof). The above shall include, in relation to registrable rights, any applications made or rights to make applications in respect of any such rights.

‘No Show’ means any Booked Cover that is neither the subject of a Cancellation, nor becomes a Seated Cover.

‘Onboarding Obligations’ means the specified actions set out in the Registration Form which each party commits to complete on or before specified dates.

‘Order Form’ means a contract entered into between the parties (electronically or in physical form) relating to the provision of the Tavolos Paid Services either on a subscription basis or a one-off basis, containing some or all of the elements set out below and / or such other details as may be relevant, as may be amended from time to time by mutual written agreement: Venue details, Customer and billing details, Contact details, Tavolos Paid Services and fixed fees, Effective Date, Go Live Date, and Initial term.

‘Partner’ means a third party with whom Tavolos has entered into an agreement whereby that third party is permitted to accept Venue bookings via its website (“Partner Website”).

‘Registration Form’ means the contract entered into between the parties (electronically or in physical form) relating to the provision of Tavolos Free Services, containing some or all of the elements set out below and / or such other details as may be relevant, as may be amended from time to time by mutual written agreement: Venue details, Customer details, Contact details, and Effective Date.

‘Seated Cover’ means a reservation that was booked by a Diner through the Booking System and where the reservation was neither a Cancellation nor a No Show.

‘Tavolos’ means Tavolos Limited.

‘Tavolos Free Services’ means access to the Booking System and other free services which may be provided by Tavolos from time to time in accordance with the Registration Form.

‘Tavolos Data Service’ means a market data collection and reporting service relating to the food and beverage industry owned and operated by Tavolos.

‘Tavolos Marketplace’ means an online marketplace owned and operated by Tavolos intended to connect Suppliers with Customers in a targeted fashion based on the specific characteristics of the Customer’s Venues.

‘Tavolos Paid Services’ means any paid for service provided by Tavolos in accordance with an Order Form.

‘Tavolos Services’ means those products and services, whether paid for or free of charge, provided by Tavolos or its Affiliates pursuant to the Agreement, as set out in the relevant section of the Registration Form or any Order Form.

‘Termination Date’ means the last day of the month in which the 90-day notice period expires.

‘Venue’ means those restaurants, bars and or other food and beverage outlets set out in the Registration Form or any Order Form.

‘Venue Facebook Page’ means a Facebook page owned or controlled by the Customer that showcase a Venue.

‘Venue Websites’ means those websites and/or social media pages, including Venue Facebook Pages, owned or controlled by the Customer, that showcase its Venues.

1.2  Save where the context indicates otherwise:

1.2.1  The singular shall include the plural, and vice versa;

1.2.2  Plurals shall be read as if followed by the phrase “(or any of them)”; and

1.2.3  References to clauses are to clauses in this Agreement.

1.2.4  Where the words “include(s)”, “including” or “in particular” are used in these Terms and Conditions, the Registration Form or any Order Form, they are deemed to have the words “without limitation” following them.

 

2.0  Tavolos’ obligations

2.1  Tavolos shall meet the onboarding Obligations and, provided the Customer has met their onboarding Obligations, provide the Customer with access to the Tavolos Free Services, and shall continue to do so for the duration of this Agreement.

2.2  Tavolos shall use its best efforts to ensure that the Booking System is continuously Available.

2.3  To the extent that the Customer executes an Order Form for Tavolos Paid Services Tavolos shall provide the Tavolos Paid Services in accordance with the terms of the Order Form and these Terms and Conditions.

2.4  Tavolos grants the Customer during the term of this Agreement and in accordance always with this Agreement, a non-exclusive, non-transferable, revocable, royalty-free, worldwide licence to use the Tavolos Free Services, together with any related materials and software provided by Tavolos (collectively, the “Tavolos Materials”), solely for its own use, and solely for the purposes for which they were designed.

2.5  Tavolos grants the Customer during the term of this Agreement a non-exclusive, non-transferable, revocable, royalty-free, worldwide licence to use any Tavolos trademarks or logos solely, in accordance with all of Tavolos’ reasonable instructions, for the purposes of communicating the fact that Tavolos is providing the Tavolos Services to the Customer, and/or for the express limited purpose of this Agreement.

2.6  Tavolos makes available access to its Partners. The Partners will change over time as new ones are added and existing one cease to be partners. Tavolos makes no representations as to the extent, reach or delivery capability of its Partners. The availability of booking via all other Partner Websites is dependent upon the relevant partner opening up their website. Tavolos will actively pursue and encourage Partners to make the Customer available on their website as soon as possible but makes no warranties or representation regarding when availability will be achieved.

 

3.0  Customer’s obligations

3.1  The Customer shall meet the onboarding Obligations. This includes providing, in a timely manner all reasonably requested technical data, materials and support to allow Tavolos to perform its obligations under this Agreement and to facilitate the provision of the Tavolos Services. This also includes accurately completing the Tavolos set up form(s) or equivalent, in so far as the same is set out in the Registration Form or such other information as may be requested in any Order Form.

3.2  Unless if the Customer does not have a Facebook page for any of its Venues, the Customer shall install the Book Now Button on each of its Venues’ Facebook Pages no later than 15 days following the Effective Date. Furthermore, the Customer undertakes that it shall not replace the Book Now Button with any similar technology provided by a Competing Service for the duration of this Agreement.

3.3  The Customer shall ensure that the quantity of tables made Available to the Tavolos Booking System is at least equal to telephone table availability.

3.4  The Customer shall, at all times, use best efforts to ensure that the Booking System will be continuously available to prospective Diners through its Venue Websites. If at any time its Venue Websites fail to make the Booking System Available, the Customer shall use all best efforts to resolve such unavailability within the fastest possible time frame.

3.5  In order to help Tavolos reduce the number of No Shows, the Customer undertakes to enter all Cancellations and No Shows into the Booking System within 72 hours following the relevant dining date.

3.6  The Customer shall, at all times, use best efforts to keep Tavolos informed about any changes relating to a Venue and/or the Customer’s business which could be relevant to a prospective Diner, as soon as the Customer becomes aware that such a change will happen or has happened, as the case may be.

3.7  In the event of any expected temporary closure or unavailability of a Venue the Customer undertakes to update the Venue page in the Booking System for the relevant dates. Failure to do so means Diners will still be able to make bookings during these periods.

3.8  The Customer grants Tavolos during the term of this Agreement a non-exclusive, royalty-free, revocable worldwide licence to use any Customer trademarks or logos solely for the purposes of communicating the fact that Tavolos is providing the Tavolos Services to the Customer, and/or for the express limited purpose of giving effect to this Agreement.

3.9  The Customer shall not charge a Diner a fee for using the Booking System.

3.10 The Customer recognises that the Tavolos Services rely upon the Customer maintaining internet access to utilise them and that maintaining that access is the sole responsibility of the Customer and no refunds will be due if access is not in place and maintained throughout this Agreement.

3.11 The Customer agrees that as a condition of using the Tavolos Free Services that it will participate in the Tavolos Marketplace and Tavolos Data Service.

 

4.0  Billing

4.1  There are no billing requirements for Tavolos Free Services.

 

5.0  Restrictions

5.1  With respect to the Tavolos Booking System, Tavolos does not restrict the Customer from using any Competing Services for bookings.

 

6.0  Intellectual Property Rights and Data

6.1  As between the parties, the Customer acknowledges and agrees that Tavolos or its Affiliates owns all Intellectual Property Rights in the Tavolos Services and the Tavolos Materials. As between the parties, Tavolos acknowledges and agrees that the Customer owns all Intellectual Property Rights in the Venue Websites. Neither party shall take any action inconsistent with such ownership by the other party, nor attempt to register any such Intellectual Property Rights of the other party in any jurisdiction.

6.2  Neither party, by virtue of this Agreement, shall obtain or claim any right, title or interest in nor to the other party’s name, trademarks, service marks, logos or Intellectual Property Rights, except the limited rights of use as specified herein, and the parties acknowledge and agree that all such use shall inure to the benefit of the respective owner.

6.3  Neither party shall alter or remove any printed or on-screen copyright, trademark or other proprietary or legal notices placed or required by the other party with respect to the use of its trademarks and logos as provided pursuant to this Agreement.

6.4  Tavolos and its Affiliates shall have the right to present a text and/or symbol on the Venue Websites in conjunction with the Booking Widget. This could be in any reasonable form such as “powered by Tavolos” or “provided by X” or simply a branded logo where X is Tavolos’ own name or a brand or service name owned by Tavolos.

6.5  The Customer undertakes to comply at all times with the Data Protection Legislation.

6.6  Where Tavolos or its Affiliates processes personal data (as defined in the Data Protection Legislation) on behalf of the Customer, then Tavolos and its Affiliates shall:

6.6.1  process such data solely in accordance with the Customer’s instructions from time to time; and

6.6.2  adopt and maintain appropriate security measures for processing data, both in terms of the technology used and how it is managed.

 

7.0  Data Policy

7.1  Depending on which Tavolos Services are being used, Tavolos collects different kinds of information from or about the Venues with respect to Diner bookings and other information relating to the Venues and their offerings.

7.2  Tavolos creates engaging and customised experiences for Venues and Diners. We use all of the information we have to help us provide and support our Services such as:

7.2.1  Tavolos may conduct surveys, test features in development, and analyse the information it has to evaluate and improve products and services, develop new products or features, and conduct audits and troubleshooting activities.

7.2.2  Tavolos uses the Diner’s and/or Venue information to send the Diners and/or Customers marketing communications, communicate with the Diner and/or Customer about our Services and let the Diner and/or Customer know about our policies and terms. We also use the Diner’s and/or Venue information to respond to the Diner and/or Customer when the Diner and/or Customer contacts us.

7.3  Tavolos uses the information it has to improve our advertising and measurement systems so we can show the Customer and/or Diner relevant advertisements on and off our Services and measure the effectiveness and reach of advertisements and services.

7.4  Tavolos may use the information it has to help verify accounts and activity, and to promote safety and security on and off of our Services, such as by investigating suspicious activity or violations of our terms or policies.

7.5  Tavolos may also use the Venue and/or Diner’s information for its own commercial purposes but to the extent it does so it will only use aggregated data and information from Venues and/or Diners and shall not reveal any Confidential Information of any individual Customer, Venue nor individual Diner.  Below is a non-exhaustive list of some of the ways Tavolos might use Venue or Diner data:

7.5.1  To generate customised reports for the Customer regarding the habits and preferences of Diners so that the Customer can use such information to learn more about its potential Diners and create specific targeted marketing campaigns through channels like Facebook and our Partners.

7.5.2  To generate aggregated reports on market trends which may be broken down into groupings such as cuisine type, price point, locations or other criteria to be used:

7.5.2.1  by Partners to allow them to create specific targeted marketing campaigns for Diners.

7.5.2.2  by Customers to allow them to advertise and market themselves to Diners.

 

8.0 Term and Termination

8.1  With respect to the Tavolos Free Services, this Agreement shall, subject to earlier termination in accordance with its terms, commence on the Effective Date and continue until terminated by either party giving the other no less than 90 days prior written notice of the wish to terminate this Agreement.

8.2  With respect to the Tavolos Free Services, at any time up to 7 days before the Termination Date Tavolos will suspend access to the Tavolos Free Services. Suspension will mean that the Customer no longer has access to the Tavolos Free Services to manage Booked Covers and potential Diners no longer have access to create Booked Covers. To enable the Customer to be aware of Booked Covers for dates after suspension of the Tavolos Free Services, Tavolos will send the details of such Booked Covers.

8.3  In addition, either party may terminate this Agreement with respect to an Order Form or their Registration Form immediately at any time by giving the other party notice in writing if:

8.3.1  the other party commits any material breach of any of the terms of this Agreement and that breach (if capable of remedy) is not remedied within fifteen (15) days of notice being given by the party not in breach requiring it to be remedied; or

8.3.1  the other party becomes bankrupt or corresponds with its creditors or enters into a voluntary arrangement, an order is made or a resolution is passed for its winding up, or an order is made for the appointment of administrator to manage its affairs, business or property, or a receiver and/or manager or administrative receiver is appointed in respect of all or any of its assets or undertaking, or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager or administrative receiver, or which entitle the court to make a winding-up or bankruptcy order, or the other party takes or suffers any similar or analogous action in any jurisdiction.

 

9.0  Warranties and Liabilities

9.1  Tavolos warrants that it owns or has all rights necessary, including with respect to all Intellectual Property Rights, in order to provide the Tavolos Services and grant the licenses as specified in this Agreement. Save as aforesaid, Tavolos makes no warranties, representations or covenants or guarantees with regard to the Tavolos Services, whether express or implied, arising by law or otherwise, including without limitation any implied warranty or condition of merchantability, satisfactory quality or fitness for a particular purpose which are hereby excluded to the fullest extent permitted by law.

9.2  Neither party’s liability: (a) for death or personal injury caused by its negligence or the negligence of its employees or agents; or (b) for fraud or fraudulent misrepresentation, is excluded or limited by this Agreement, even if any other term of this Agreement would otherwise suggest that this might be the case.

9.3  Subject to 9.2, in no event shall either party be liable for any: (i) consequential, indirect, incidental, punitive, or special damages whatsoever; (ii) for loss of profits; (iii) business interruption; (iv) loss of business information; or (v) loss of goodwill or reputation and the like, arising out of or in connection with this Agreement, even if such party has been advised of the possibility of such damages.

9.4  Subject to 9.2 Tavolos’ total aggregate liability under this Agreement (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) shall not exceed the total amount paid or payable by the Customer to Tavolos under this Agreement in the 12 months immediately preceding the event giving rise to the claim.

 

10.0  Confidentiality

10.1  Each party acknowledges that, whether by virtue of and in the course of this Agreement or otherwise, it may receive or otherwise become aware of information relating to the other party’s businesses, business plans, finances, technology or affairs, which information is proprietary and confidential to the other party (“Confidential Information”).

10.2  Each party undertakes to maintain and procure the maintenance of the confidentiality of Confidential Information at all times and to keep and procure the keeping of all Confidential Information secure and protected against theft, damage, loss or unauthorised access, and not at any time, whether during the term of this Agreement or at any time thereafter, without the prior written consent of the owner of the Confidential Information, directly or indirectly, to use, disclose, exploit, copy or modify any Confidential Information, or authorise or permit any third party to do the same, other than for the sole purpose of the performance of its rights and obligations under this Agreement.

10.3  The terms of and obligations imposed by this Clause 10 shall survive the variation, renewal or termination of this Agreement but shall not apply to any Confidential Information which:

10.3.1  at the time of receipt by the recipient is in the public domain;

10.3.2  subsequently comes into the public domain through no fault of the recipient, its officers, employees or agents;

10.3.3  is lawfully received by the recipient from a third party on an unrestricted basis;

10.3.4  is already known to the recipient before receipt pursuant to this Agreement; or

10.3.5  is disclosed in confidence to a professional adviser of the recipient or is required by law, regulation or order of a competent authority (including any recognised investment exchange) to be disclosed by the recipient.

10.4  Notwithstanding the provisions above, Tavolos may use aggregated data from the Customer in accordance with the provisions of Clause 7.

 

11.0  Miscellaneous

11.1  Tavolos will not be liable to the Customer for any failure or delay in performance of any of its obligations under this Agreement arising out of any event or circumstances beyond the reasonable control of Tavolos.

11.2  All notices must be in writing, addressed to the other party’s primary contact and sent to their then current postal address or email address or other address as either party has notified the other in accordance with this clause. All notices shall be deemed to have been given on receipt as verified by written or automated receipt or electronic log (as applicable). No modification or variation of this Agreement (or any document entered into pursuant to or in connection with this Agreement) shall be valid unless it is in writing and signed by or on behalf of each of the parties to this Agreement.

11.3  The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it.

11.4  Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other party in any way.

11.5  This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns. Neither party may assign either this Agreement or any of its rights, interests or obligations hereunder, except for any assignment: (i) made in connection with any business combination transaction, whether carried out as a sale of assets, merger, sale of stock or any other combination thereof or similar transaction, by such party; or (ii) made to an Affiliate, without the prior written approval of the other party.

11.6  This Agreement supersedes all prior agreements, arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof. The Customer warrants to Tavolos that it has not been induced to enter into this Agreement by any prior representations whether oral or in writing, except as specifically contained in this Agreement. The Customer shall not have any remedy in respect of any untrue statement made by Tavolos on which the Customer relied in entering into this Agreement (unless such untrue statement was made fraudulently) and the Customer’s only remedies shall be for breach of contract as provided for in this Agreement.

11.7  If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms provided that if any provision of this Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid.

11.8  To the extent that there is any conflict between these Terms and Conditions, the Registration Form, an Order Form or any addenda to an Order Form, these documents shall prevail in the following order: (i) Addenda; (ii) Order Form; (iii) Registration Form; (iv) Terms and Conditions unless otherwise mutually agreed between the parties.

11.9  Provisions of this Agreement which either are expressed to survive its termination or from their nature or context it is contemplated that they are to survive such termination, shall remain in full force and effect notwithstanding such termination.

11.10 The English language shall be the only official and recognised language of this Agreement. If for any reason a translation of this Agreement is required, such translation shall in the event of any dispute be secondary to the original English version which shall take precedence.

11.11 This Agreement shall be construed in accordance with and governed by the laws of England and Wales.

11.12 The parties agree to settle any dispute arising out of or in connection with this Agreement by mediation in accordance with the ICC Mediation Rules. The parties agree to participate in the mediation in good faith and undertake to abide by the terms of any settlement reached.

 

Last updated: 24 February, 2018