Snappetite Restaurant Conditions of Service:

1. Status of these Conditions

a. The following terms have been agreed by us applying to your
submitting Meal Offer Proposals through your Restaurant Account
(as defined below). These terms and conditions are referred to in
this document to as the "Conditions".
b. If applicable laws or regulations require it, or the functions or
features of Snappetite change, we may need to change these
Conditions or our program features from time to time. You should
review the Conditions on our website at Snappetite.co regularly.
Your continued use of Snappetite following the posting of such
changes will constitute your agreement to all such changes. If at
any time you do not agree with these Conditions, or you do not
agree to any modified Conditions, then you must immediately stop
using your Restaurant Account.
c. In the event of a conflict between these Conditions and the terms of
a deal ("Offer") created or submitted via a Meal Offer Proposal or
Meal Offer Proposal through your Restaurant Account, these
Conditions shall take precedence.
d. Your attention is drawn particularly to section 17 of these Conditions
which sets out important limitations of our liability to you.
e. Snappetites role is that of your agent in respect of promotion and
payment collection. We are neither the buyer nor the seller of the
Offer. You are the seller of the Offer. The end-user Customer is the
buyer of the Offer. The contract for the Offer is solely between you
and the Customer.
2. Definitions.
a. Charges: Commission plus any PayPal or other payment
processing charges levied in relation to a Customers purchase of a
Token.
b. Commission means 10 % of the price charged to Customers in
respect of the Offer. Commission includes any applicable VAT. You
acknowledge that the level of Commission is confidential
information and must be treated by you as such in accordance with
section 16 below.
c. Customer means any person purchasing a Token.
d. "Meal Offer Proposal": a proposal specified and submitted by you to
Snappetite to create an Offer.
e. Meal means food and/or drink to be supplied at Customers at your
restaurant.
f. Offer: the terms (including, price, location, and hours of
availability) for supply of a Meal, as described in a Meal Offer
Proposal.
g. Offer Duration: the period of time an Offer will be available for
purchase by Customers;
h. "Snappetite App" means the Snappetite app made available by
Snappetite for download from app stores;

i.

"Token": the token displayed on a Customers smartphone that

evidences a Customers purchase of a Meal subject to an Offer.

3. Restaurant Account.
a. Before you can submit Meal Offer Proposals you will need to set up
an account on the Snappetite website ("Restaurant Account").
b. You are responsible for maintaining the confidentiality of your
Restaurant Account password, and are responsible for all activities
that occur under the account. You agree to immediately notify
Snappetite of any unauthorised use of your password or Restaurant
Account or any other breach of security related to the Snappetite
Site.
c. Snappetite is not and will not be liable for any loss or damage
arising from your failure to manage your Restaurant Account,
including without limitation to regularly review the accuracy of your
Offers and other information created on your behalf by authorised
Snappetite personnel.
d. We do not guarantee that you Restaurant Account will be
maintained for any minimum period of time, and may terminate,
remove or disable it (or any Meal Offer Proposal) at any time
without notice for any reason.
e. You represent that you are of legal age to form a binding contract
and have full power, capacity and authority to lawfully accept these
Conditions and submit Meal Offer Proposals.
f. You must not at any time use your Restaurant Account, the
Snappetite website or the Snappetite App for the purposes of:
i. attempting to test or circumvent the security or configuration
of the Snappetite website or the Snappetite App or to breach
our security or authentication measures;
ii. submitting any purposely inaccurate information, committing
fraud or falsifying information;
iii. attempting to, or actually accessing data not intended for
you, such as logging into a server or an account which you
are not authorised to access;
iv. interfering with the proper functioning of the Snappetite
website or the Snappetite App or any part of them;
v. reselling or repurposing your access to your Restaurant
Account;
vi. using in relation to the Snappetite website or the Snappetite
App any robot, spider, scraper or other automated means or
any manual process for any purpose without our express
written permission;
vii. not adhering to any robot exclusion headers on Snappetite
website or the Snappetite App.
viii. Exceptaspermittedbylaw,attemptingtodecompile,reverse

engineer,disassembleorhackanyoftheApp,ortodefeator

overcomeanyofourencryptiontechnologiesorsecurity
measuresordatatransmitted,processedorstoredbyus.
4. Submission and Promotion of Offers.
a. In consideration of payment by you of the Charges and you
performing all your other obligations herein and subject to the
terms and conditions of these Conditions, Snappetite shall provide
you with (i) the means to submit Meal Offer Proposals to us; (ii)
payment collection services in respect of the price of the Offer; and
(iii) promotion of Offers by means of the Snappetite App.
b. You must submit Meal Offer Proposals through your Restaurant
Account, unless we agree with you a specific alternative
arrangement.
c. In submitting a Meal Offer proposal you acknowledge that you (not
Snappetite) are the exclusive seller of your Offer. You also are
responsible for fulfilling your Offer and supplying all food, drink and
other services specified in the Offer.
d. You are responsible for ensuring that all Meal Offer Proposals
(especially details of, and prices for, the Offer) are in all respects
accurate, complete, correct and not misleading. In particular, you
must not state a level of discount in your Meal Offer Proposal that
does not represent a genuine discount over the standard price
payable in respect of the Meal (or any offering substantially
identical to the Meal).
e. We will not make any alteration to the text or description of a Meal
Offer Proposal without your approval.
f. We may alter the format, layout or other cosmetic aspects of your
Meal Offer Proposal.
g. You must supply the Offer on terms (except for price) which are the
best available offered in respect of the Meal at your premises.
h. We are not obliged to accept any Meal Offer Proposal.
i. You are responsible and liable for all Offer content and terms.
j. You are responsible to Snappetite and any Customer for any reliance
placed on the Meal Offer Proposal.
k. You may not include in any Meal Offer Proposal : (a) any items
prohibited by applicable laws or regulatory requirements; (b) any
item that infringes the intellectual property rights or other rights of
any person; or (c) any material that is offensive, intimidatory,
defamatory, obscene, blasphemous, profane or otherwise
objectionable,
l. If Snappetite accepts your Meal Offer Proposal, Snappetite may
promote the Offer using the Snappetite App.
m. We will promote your Offer to Snappetite Customers. The choice of
Customer to whom we promote the Offer shall be at our sole
discretion.
n. We will observe any limits you put on the number of Tokens that
may be offered through an Offer in the Meal Offer Proposal, and any
expiry date you specify.

o. In respect of payment collection and promotion for all Offers,

Snappetite shall act as agent for you, and you authorise us to act as
your agent in respect of the same. Nothing in these Conditions shall
prevent or limit you from remaining fully responsible and liable for
your honouring the Offer and your provision and supply of Meals to
Customers.
p. We may remove any Meal Proposal Offer at any time in our absolute
discretion. We are likely to (but will not be obliged to) remove any
Meal Offer Proposal that has been live without updating for 2 weeks.
5. Enabling Tokens.
a. Once Snappetite has received payment from a Customer for the
sum specified in an Offer, Snappetite will arrange for a unique
Token to be activated and displayed on the Customers mobile
device.
b. The Token will include any restrictions or limitations on the use of
the Token you have specified in the Meal Offer Proposal. Customers
may then redeem the Offer by presenting their Tokens to you
through in the Snappetite App on their mobile devices, or any other
media that Snappetite has adopted for Token redemption.

6.

Redemption Obligations.
a. You must accept and honour all Tokens. If you fail to do so, you
shall be considered to be in material breach of these Conditions and
may forfeit any payments due to you in connection with these
Conditions.
b. You shall comply with your obligations specified in these Conditions,
the Meal Offer Proposal and other obligations regarding the use of
your Restaurant Account.
c. You are responsible for setting out in your Meal Offer Proposal any
terms and conditions that will apply to Offers. You should note that,
as a matter of law, Customers will not be bound by any terms and
conditions in respect of an Offer if those terms and conditions are
not brought to the attention of the Customer prior to their paying
for the Offer. You should bear this in mind when creating the Meal
Offer Proposal and include all relevant terms and conditions.
d. Tokens redeemable at your restaurant will begin with a dedicated
code unique to your restaurant (e.g. 001); the date for redemption
will be represented by a four digit date code (e.g. 2701 for 27
January). The last six characterss on the Token will be randomly
generated and, in combination with the restaurant and date codes,
will be unique to each Token (e.g. 001-2701-WIEU68). You are
responsible for verifying the validity of the Token before you redeem
it.
e. When redeeming Tokens, you shall:

i. honour the Tokens during the time period specified on,

pursuant to the terms of, your Offer, and as required under
applicable law;
ii. handle all Customer service in connection with the
redemption and use of the Tokens and provision of the Meal;
iii. comply with the terms and conditions stated in the Meal Offer
Proposal without modification and without imposing any
restrictions or additional charges or penalties that are not
expressly stated on the Meal Offer Proposal.
7. Customer Service
a. You shall use best endeavours to provide top quality Meals to all
Customers and shall promptly deal with any enquiries, matters or
issues relating to Offers or potential Orders including dealing with
Customer complaints.
b. You must fulfil Offers using reasonable skill and care.
c. You shall be directly responsible to the Customer for any failure to
fulfil the Customers expectations or for any other legal liability
which arises in respect of the Offer, except where such liability
arises as a result of Snappetites negligence.
d. Snappetite shall refer to you any Customer complaints it receives,
and you shall acknowledge all complaints, and shall respond to the
relevant Customer promptly of your receipt of a complaint from
either Customer or Snappetite.
8. Intellectual Property Rights.
a. You hereby grant Snappetite a non-exclusive, worldwide,
transferable, irrevocable, perpetual and sub-licensable licence to
use, copy, distribute, display and perform any trade marks,
photographs, graphics, artwork, videos, sound clips, text, and other
content or materials that you provide to Snappetite in your Meal
Offer Proposals in any and all media or formats in connection with
Snappetites fulfilment of its rights and obligations under these
Conditions, including the promotion of Offers and distribution of
Tokens.
b. You hereby permit Snappetite to bid on internet search keyword
terms (including Google Adwords) and make use of search engine
optimisation services and similar services that embody, incorporate
or quote (in whole or part) the trading name of you or any brands
used in connection with the Offer.
c. You acknowledge that Snappetite (or its licensors) is the owner of all
intellectual property rights (including database right) in the
Snappetite App and the Snappetite website. The word Snappetite
and the Snappetite logo are trade marks of Snappetite Ltd. You may
not make use of either of them without Snappetites written
consent.
d. Snappetite grants you limited non-transferrable licence to each
participant to make personal use only of the Snappetite website in
accordance with these Conditions. This licence expressly excludes,

without limitation: any resale or commercial use of the Snappetite

website or the promotion and payment collection services
Snappetite provides; modifying, distributing, copying, republishing
or making any derivative work of the Snappetite website or the App;
or any data extraction or data mining whatsoever.
9. Personal Customer Data.
a. Snappetite shall be the data controller (as defined by the Data
Protection Act 1998 DPA) of any Customer information collected in
relation to any Meal Offer Proposal. You may only use that Customer
information for the purposes of fulfilling Orders.
b. You must comply with any notification requirements under the DPA.
c. Even if you have access to Customer contact details or other
Customer information from or through Snappetite, this does not
give you the right to copy, use or exploit the Customer information
for any other purpose and does not give you the right to contact the
Customer for marketing or promotional materials.
d. Inside your restaurant or other premises. you may collect Customer
information separately and directly yourself. In such cases, you are
the data controller of that Customer information for the purpose of
the DPA.
e. This section 9 shall survive the termination or expiry of these
Conditions.
10.Your Promises to Snappetite
a. You shall provide all Meals with reasonable skill and care and in
accordance with all applicable food and beverage safety laws and
regulations.
b. You shall provide Snappetite with any information it reasonably
requires to be provided with in order to supply the payment
collection and promotion services specified in these conditions.
c. You warrant that all Meal Offer Proposals you supply to Snappetite
will be accurate in all material respects, comply will all applicable
laws and regulations, and shall not infringe any other persons
rights or fall below generally-accepted community standards of
taste and decency.
d. You hereby agree to indemnify, keep indemnified and hold harmless
Snappetite and its officers, directors and employees, from and
against any and all claims, demands, obligations, actual or alleged
causes of action and lawsuits and all damages, liabilities, fines,
judgments, costs (including settlement costs), and expenses
associated therewith (including the payment of reasonable legal
charges and disbursements) arising out of or in connection with any
breach by you of any term of these Conditions or arising out of any
action brought by any third party relating to the Meal provided (or
not provided), or actions (or failure to act), of you or any person
(other than Snappetite) acting on your behalf, including, without
limitation any action brought in connection with any Meal Offer
Proposal or a Customer visit to your premises.

e. This Clause shall survive the termination of these Conditions.

11.Charges and Payment
a. You are responsible to Snappetite for payment of (i) the
Commission; and (ii) any PayPal or other payment processing
charges levied in connection with the Customers purchase of the
Token.
b. Settlement by you of the Commission due to Snappetite will be
made by way of retention by Snappetite of the applicable amount
prior to onward remittance to you of the balance of the amount
received from the Customer. Onward remittance of amounts due to
you will be strictly subject to you having fulfilled the Offer. Unless
otherwise agreed in writing, remittance will be made as follows: (a)
for all Tokens redeemed before 4pm on a Wednesday, remittance
will be initiated by close of business on Friday of the same week;
and (b) for all Tokens redeemed subsequent to 4pm on a
Wednesday, remittance will be initiated by close of business on
Friday of the following week.
c. No Commission shall be charged by Snappetite for all Tokens
redeemed within 30 days of the creation of your Restaurant
Account.
d. All onward remittance shall be made via bank or PayPal transfer
using the bank or PayPal account details provided by you to
Snappetite in your Restaurant Account and it is your responsibility
to ensure that these details are correct. Snappetite will only pay
onward remittance amounts to you and cannot make payments to
any third party.
e. All VAT and any other taxes associated with the Offer (if applicable)
will be paid by the Customer and it is your responsibility to
determine, collect and remit the applicable VAT and any other taxes
associated with the Offer. The price of any Offer must be displayed
in a Meal Offer Proposal inclusive of any VAT and any other taxes
associated with the Offer which may be applicable. You will not
charge or seek to charge the Customer, or allow the Customer to be
charged, for any VAT or other taxes which are additional to the price
displayed for the Offer in the Meal Offer Proposal.
12.Term and Termination.
a. These Conditions are effective on the earlier of the date on which
you first create your Restaurant Account, accept these Conditions,
or submit a Meal Offer Proposal. These Conditions will remain in
effect through the expiration of all Meal Offer Proposals or such
earlier date as all Tokens are redeemed or refunded to Customers,
unless otherwise earlier terminated in accordance with the
remainder of this section 12.
b. Snappetite may terminate these Conditions and suspend your
access to the Restaurant Account with one (1) day advance written
notice any reason. We may do so or immediately if: (a) we

reasonably suspect that you have not adhered to your redemption

obligations with respect to any Offer; (b) you fail to redeem of any
Token for any reason, including but not limited to the sale or
dissolution of your business, a violation of or a higher than expected
number of purchasers, (c) you commit a material breach of any of
the material terms of these Conditions or any other agreement you
have with Snappetite, or (d) you engage in conduct, which in
Snappetites sole discretion, is unfair, misleading, deceptive or
otherwise in bad faith.
c. You or Snappetite may cancel or suspend an Offer for any or no
reason. You may do this through your Restaurant Account. For the
avoidance of doubt, you must continue to honour any Tokens issued
in respect of such Offer in advance of such suspension or
cancellation.
d. Neither the expiration nor termination of these Conditions, nor your
suspension or cancellation of any Offer shall in any way affect the
rights of any holder of a valid Token or modify or eliminate your
obligation to redeem any valid Token. Nor shall it affect Snappetite's
obligation to settle sums in respect of validly redeemed Tokens.
13.Mutual Warranties.
a. Each Party represents and warrants to the other that: (a) it has the
power and authority to enter into the Agreement and perform its
obligations under these Conditions; and (b) it shall comply with all
Laws applicable to its obligations under the Agreement.
14.No Further Warranties.
a. Except as expressly set forth in these Conditions, Snappetite does
not make any representations or warranties in relation to the
services Snappetite provides to you, or the Snappetite website or
the App, express or implied, including without limitation any implied
warranty of quality or fitness for a particular purpose. Snappetite
does not warrant or guarantee that (a) any Offer listing will be errorfree; (b) any errors, omissions or incorrect placement of Offers will
be corrected, or (c) the Offer will generate any income or profit for
you.
b. Snappetite makes no representations or warranty regarding the
Snappetite site, the Snappetite App, or any promotion or
redemption method used or provided by Snappetite and/or the
accuracy, adequacy, reliability, availability, timeliness,
completeness, suitability or other characteristics of the information
and materials contained on or presented therein. The Snappetite
site, the App and other promotion, distribution or redemption
methods used or provided by token and all related information and
materials are provided "as is", without any warranty of any kind,
and on an "as available" basis.
c. The terms implied by sections 3 to 5 of the Supply of Goods and
Services Act 1982 are, to the fullest extent permitted by law,

excluded as between us in relation to these Conditions.

15.Health and Safety; Local Government Requirements.
a. You represent and warrant that all Meals provided in connection
with any Offer are safe and comply with all applicable laws and
regulations regarding health and safety, fire, and hygiene standards
(these are referred to together in this section as "Health and Safety
Requirements"). At Snappetites request, you will promptly provide
copies of any applicable local authority operating licence for your
premises, and any documents evidencing your compliance with the
Health and Safety Requirements. You shall ensure that your facilities
and operations remain in compliance with all applicable Health and
Safety Requirement during the term of any Offer.
16.Confidential Information.
a. For the purposes of this section 16, any information designated by
the other Party as "confidential," and (iii) any other information that
the recipient should reasonably expect to be confidential under the
circumstances shall be collectively deemed "Confidential
Information." We designate your level of Commission as Confidential
Information. Confidential Information does not include information
that (i) was, or becomes, publicly known through no act or default of
the receiving Party; (ii) is already in the possession of the receiving
Party prior to its disclosure; (iii) is obtained by the receiving Party
without a breach of any third partys confidentiality obligations; or
(d) is independently developed by the receiving Party.
b. Each Party shall take reasonable precautions to protect all
Confidential Information, and will apply a level of security to it no
less stringent than that applied to its own Confidential Information.
If a Party is required by Law to disclose the other Partys
Confidential Information, it shall promptly notify the other Party and
shall cooperate with the other Party to obtain a protective order or
to otherwise limit the disclosure of the Confidential Information.
c. Each Party agrees that, in the event of an actual, alleged or
threatened breach of its confidentiality obligations established by
these Conditions, the other Party is likely to suffer immediate and
irreparable harm, and may seek a temporary restraining order,
injunction or other form of equitable relief.
17.LIMITATION OF SNAPPETITES LIABILITY.
a. Nothing in these Conditions limits or excludes our liability for:
i. death or personal injury caused by its negligence;
ii. fraud or fraudulent misrepresentation; or
iii. breach of the terms implied by section 2 of the Supply of
Goods and Services Act 1982 (title and quiet possession) or
any other liability which cannot be limited or excluded by
applicable law.
b. Subject to sub-section a above, Snappetite shall not be liable to
you, whether in contract, tort (including negligence), for breach of

statutory duty, or otherwise, arising under or in connection with this

agreement for:
i. Loss of profits;
ii. loss of sales or business;
iii. loss of agreements or contracts;
iv. loss of anticipated savings;
v. loss of or damage to goodwill;
vi. loss of use or corruption of software, data or information;
vii. any indirect or consequential loss.
c. Subject to sub-sections a. and b. above, Snappetites total liability
to you, whether in contract, tort (including negligence), for breach
of statutory duty, or otherwise, arising under or in connection with
these Conditions shall be limited to, in respect of all claims
(connected or unconnected) in any consecutive 12 (twelve) month
period, the equivalent of the total Commission paid by you to us in
that period.
18.Miscellaneous
a. No failure or delay by a party to exercise any right or remedy
provided under these Conditions or by law shall constitute a waiver
of that or any other right or remedy, nor shall it prevent or restrict
the further exercise of that or any other right or remedy. No single
or partial exercise of such right or remedy shall prevent or restrict
the further exercise of that or any other right or remedy.
b. Except as expressly provided in these Conditions, the rights and
remedies provided under these Conditions are in addition to, and
not exclusive of, any rights or remedies provided by law.
c. If any provision or part-provision of these Conditions is or becomes
invalid, illegal or unenforceable, it shall be deemed modified to the
minimum extent necessary to make it valid, legal and enforceable.
If such modification is not possible, the relevant provision or partprovision shall be deemed deleted. Any modification to or deletion
of a provision or part-provision under this clause shall not affect the
validity and enforceability of the rest of these Conditions.
d. If one party gives notice to the other of the possibility that any
provision or part-provision of these Conditions is invalid, illegal or
unenforceable, the parties shall negotiate in good faith to amend
such provision so that, as amended, it is legal, valid and
enforceable, and, to the greatest extent possible, achieves the
intended commercial result of the original provision.
e. These Conditions constitutes the entire agreement between the
parties and supersedes and extinguishes all previous agreements,
promises, assurances, warranties, representations and
understandings between them, whether written or oral, relating to
its subject matter.
f. Each party agrees that it shall have no remedies in respect of any
statement, representation, assurance or warranty (whether made
innocently or negligently) that is not set out in these Conditions.
Each party agrees that it shall have no claim for innocent or

negligent misrepresentation or negligent misstatement based on

any statement in these Conditions.
g. Nothing in this clause shall limit or exclude any liability for fraud.
h. These Conditions is personal to you and you shall not assign,
transfer, mortgage, charge, subcontract, declare a trust over or deal
in any other manner with any of its rights and obligations under
these Conditions.
i. Snappetite may at any time assign, transfer, mortgage, charge or
deal in any other manner with any or all of its rights and obligations
under these Conditions, provided that the Snappetite gives prior
written notice to the You].
j. No one other than a party to these Conditions, their successors and
permitted assignees, shall have any right to enforce any of its
terms.
k. These Conditions and any dispute or claim arising out of or in
connection with them or their subject matter or formation (including
non-contractual disputes or claims) shall be governed by and
construed in accordance with the law of England and Wales.
l. Each party irrevocably agrees that the courts of England and Wales
shall have non-exclusive jurisdiction to settle any dispute or claim
arising out of or in connection with these Conditions or its subject
matter or formation (including non-contractual disputes or claims).