Master Service Agreement

Draft for review. This template has not been reviewed by a qualified solicitor. Do not sign or send it to a customer until it has been. Values in [square brackets] must be completed for each deal.

1. Parties and structure

This Master Service Agreement (the "Agreement") is made between:

• SAVV8 LIMITED, a company registered in England and Wales with company number 16906390, whose registered office is at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom, trading as AtTable ("AtTable", "we", "us"); and
• [CUSTOMER LEGAL NAME], a company registered in [JURISDICTION] with company number [NUMBER], whose registered office is at [ADDRESS] (the "Customer", "you").

Each a "party" and together the "parties".

1.1 Documents forming the Agreement

This Agreement comprises this document and the following, which are incorporated by reference:

• Schedule 1 — Services, service levels and support
• Schedule 2 — Commercial terms
• Schedule 3 — Data Processing Agreement, available at https://attable.io/dpa
• Each Order Form signed by both parties

1.2 Order of precedence

If there is a conflict between documents, the following order applies, highest first: (a) a signed Order Form; (b) this Agreement; (c) Schedule 3 (Data Processing Agreement), save that Schedule 3 takes precedence over all other documents in respect of the processing of personal data; (d) Schedules 1 and 2; (e) the AtTable Terms of Service.

Where this Agreement is in force, it supersedes the AtTable Terms of Service at https://attable.io/terms for the Customer and its Authorised Users.

2. Definitions

• Authorised User — an individual the Customer permits to access the Services, including its employees, contractors and agency staff.
• Customer Data — all data the Customer or its Authorised Users submit to the Services, and all data generated by Guests through the Customer's Venues, including menu content, order records, booking records, supplier and stock records, and personal data.
• Guest — an end customer of the Customer who interacts with the Services at a Venue, including by scanning a QR code, placing an order or making a booking.
• Services — the AtTable platform and the modules identified in Schedule 1 or an Order Form.
• Subscription Term — the period stated in Schedule 2 or the applicable Order Form.
• Venue — a physical site operated by the Customer and enabled on the Services.

3. Provision of the Services

3.1 Grant of access

AtTable grants the Customer a non-exclusive, non-transferable right for the Subscription Term to access and use the Services for its internal business purposes at the Venues identified in an Order Form, subject to this Agreement.

3.2 Service levels

AtTable will use commercially reasonable endeavours to make the Services available in accordance with the availability target and support response times set out in Schedule 1.

3.3 Changes to the Services

AtTable may modify the Services from time to time. AtTable will not make a change that materially degrades a core function of the Services during a Subscription Term without giving the Customer at least [30] days' notice. If such a change materially and adversely affects the Customer, the Customer may terminate the affected module on notice given within 30 days of the change taking effect, and AtTable will refund fees paid in advance for the unexpired period.

3.4 Suspension

AtTable may suspend access where: (a) there is a genuine security threat; (b) required by law; or (c) fees remain unpaid more than [30] days after the due date and after written notice. AtTable will restore access promptly once the cause is resolved, and will give as much advance notice as is reasonably practicable.

4. Customer obligations

The Customer will:

• ensure Authorised Users comply with this Agreement, and remains responsible for their acts and omissions;
• keep account credentials secure and notify AtTable promptly of any suspected unauthorised access;
• ensure that all menu content, allergen and nutritional declarations, pricing and tax treatment published through the Services are accurate, lawful and kept up to date;
• provide all notices to and obtain all consents from Guests required for AtTable to process Guest personal data on the Customer's behalf; and
• not resell, sublicense or make the Services available to any third party except as expressly permitted in an Order Form.

Allergen and food safety. The Customer acknowledges that AtTable is a technology provider and is not a food business operator. Responsibility for the accuracy of allergen information under Regulation (EU) No 1169/2011 as retained in UK law, the Food Information Regulations 2014 and the Food Safety Act 1990 rests with the Customer at all times.

5. Fees and payment

5.1 Fees

The Customer will pay the fees set out in Schedule 2 or the applicable Order Form. Fees are exclusive of VAT, which will be added at the prevailing rate.

5.2 Invoicing and payment terms

Unless an Order Form states otherwise, subscription fees are invoiced [annually] in advance and are payable within [30] days of the invoice date. Transaction and usage fees are invoiced monthly in arrears.

5.3 Late payment

AtTable may charge interest on overdue sums at [4]% per annum above the Bank of England base rate, accruing daily, together with such compensation and costs as are recoverable under the Late Payment of Commercial Debts (Interest) Act 1998.

5.4 Price changes

AtTable may increase fees with effect from each renewal by giving at least [60] days' written notice before the end of the then-current Subscription Term. If the increase exceeds [CPI + 3]%, the Customer may decline to renew by giving notice before the renewal date.

5.5 Payment processing

Where the Services are used to collect payments from Guests, those payments are processed by third-party payment institutions under a separate agreement between the Customer and the relevant payment provider. AtTable does not hold Customer or Guest funds and is not a party to that agreement. Provider fees, chargebacks and settlement timings are governed by that agreement.

6. Data protection

Each party will comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018.

For Customer Data comprising personal data, the parties acknowledge that the Customer is the controller and AtTable is the processor, save where AtTable acts as controller in respect of account administration, billing, service security and platform improvement, as described in the Data Processing Agreement.

The Data Processing Agreement at Schedule 3 forms part of this Agreement and governs that processing, including the approved sub-processor list, the technical and organisational measures applied, international transfer safeguards, and the parties' obligations on personal data breach, audit and deletion.

7. Confidentiality

Each party will keep the other's Confidential Information secret, use it only to perform this Agreement, and disclose it only to those of its personnel and professional advisers who need it and are under equivalent obligations.

"Confidential Information" means information disclosed by a party that is marked confidential or would reasonably be understood to be confidential, including pricing, product roadmaps, security documentation and Customer Data. It does not include information that is or becomes public without breach, was already lawfully known to the recipient, or is independently developed without reference to the disclosure.

A party may disclose Confidential Information where required by law, regulation or a court of competent jurisdiction, giving the other party as much notice as is lawfully permitted.

These obligations survive for [5] years after termination, and indefinitely in respect of personal data and trade secrets.

8. Intellectual property

8.1 AtTable IP

AtTable and its licensors own all intellectual property rights in the Services, including all software, interfaces, documentation and any improvements. Nothing in this Agreement transfers those rights.

8.2 Customer Data

The Customer and its licensors own all intellectual property rights in Customer Data. The Customer grants AtTable a non-exclusive licence to host, copy, process and transmit Customer Data to the extent necessary to provide the Services, to comply with law, and as permitted by Schedule 3.

8.3 Aggregated and anonymised data

AtTable may compile aggregated and anonymised statistical data derived from use of the Services, and may use it to operate, improve and benchmark the Services. Such data will not identify the Customer, any Venue, any Authorised User or any Guest, and will not be capable of being attributed to the Customer without disproportionate effort. AtTable will not disclose Customer-attributable performance data to any third party without the Customer's prior written consent.

8.4 Feedback

Where the Customer provides suggestions or feedback about the Services, AtTable may use it without restriction or obligation.

9. Warranties

9.1 Mutual

Each party warrants that it has the authority to enter into this Agreement and that doing so will not breach any other obligation binding on it.

9.2 AtTable warranties

AtTable warrants that: (a) it will provide the Services with reasonable care and skill and in accordance with good industry practice; (b) it will use commercially reasonable and current methods to prevent the introduction of malicious code into the Services; and (c) it holds and will maintain the insurance set out in clause 10.

9.3 Disclaimer

Except as expressly stated in this Agreement, and to the fullest extent permitted by law, all warranties, conditions and terms implied by statute or common law are excluded. AtTable does not warrant that the Services will be uninterrupted or error-free, or that they will meet requirements not set out in Schedule 1.

10. Insurance

AtTable will maintain, with reputable insurers, for the term of this Agreement and for [2] years afterwards:

• Cyber liability insurance — covering, at minimum, data breach response and notification costs, third-party liability for loss of data, business interruption arising from a security incident, and regulatory defence costs, with a limit of not less than £[AMOUNT] per claim and £[AMOUNT] in the aggregate;
• Professional indemnity insurance — with a limit of not less than £[AMOUNT] per claim;
• Public liability insurance — with a limit of not less than £[AMOUNT] per claim; and
• Employers' liability insurance — as required by the Employers' Liability (Compulsory Insurance) Act 1969, with a limit of not less than £5,000,000.

AtTable will provide a certificate of insurance evidencing this cover on reasonable written request, and will notify the Customer if cover lapses or is materially reduced.

Note for AtTable: the amounts above are placeholders. Cyber liability and professional indemnity are insurance products that must be bought before this clause is true. Do not issue this document with a signed insurance warranty until the policies are bound and the limits confirmed. Warranting cover you do not hold is a misrepresentation.

11. Indemnities

11.1 AtTable IP indemnity

AtTable will defend the Customer against any third-party claim that the Services, used in accordance with this Agreement, infringe that third party's intellectual property rights in the United Kingdom, and will pay damages and costs finally awarded or agreed in settlement.

If such a claim arises, AtTable may at its option procure the right for the Customer to continue using the Services, modify or replace them so they are non-infringing, or terminate the affected module and refund fees paid in advance for the unexpired period.

This indemnity does not apply to claims arising from Customer Data, from use of the Services in combination with anything not supplied by AtTable, or from use in breach of this Agreement.

11.2 Customer indemnity

The Customer will indemnify AtTable against claims, losses and reasonable costs arising from: (a) Customer Data, including any claim that it infringes third-party rights or is unlawful; (b) inaccurate allergen, nutritional, pricing or tax information published through the Services; and (c) the Customer's breach of clause 4.

11.3 Conduct of claims

The indemnified party will notify the indemnifying party promptly, give it control of the defence and settlement, and provide reasonable assistance at the indemnifying party's cost. No settlement admitting liability on the indemnified party's part may be made without its consent, not to be unreasonably withheld.

12. Limitation of liability

12.1 Liability that cannot be limited

Nothing in this Agreement limits or excludes either party's liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or any other liability that cannot lawfully be limited or excluded.

12.2 Excluded losses

Subject to clause 12.1, neither party is liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business or goodwill, or any indirect or consequential loss, in each case whether or not foreseeable.

12.3 Financial cap

Subject to clauses 12.1 and 12.4, each party's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of £[AMOUNT] and [100]% of the fees paid and payable by the Customer in the 12 months preceding the event giving rise to the claim.

12.4 Enhanced cap for data protection claims

The cap in clause 12.3 does not apply to AtTable's liability arising from a breach of Schedule 3 (Data Processing Agreement) or from a personal data breach caused by AtTable's failure to implement the technical and organisational measures described in it. For such claims, AtTable's aggregate liability is limited to £[AMOUNT], being an amount not exceeding the cyber liability cover carried under clause 10.

12.5 Customer payment obligations

Nothing in this clause limits the Customer's obligation to pay fees properly due.

13. Term and termination

13.1 Term

This Agreement starts on the date of last signature and continues for the initial Subscription Term stated in Schedule 2, renewing automatically for successive periods of [12] months unless either party gives at least [60] days' written notice before the end of the then-current term.

13.2 Termination for cause

Either party may terminate immediately on written notice if the other: (a) commits a material breach that is not remediable, or is remediable and is not remedied within [30] days of written notice; or (b) becomes insolvent, enters administration or liquidation, or ceases to carry on business.

13.3 Termination for regulatory change

Either party may terminate on [60] days' notice if a change in law makes performance unlawful and no reasonable workaround exists.

14. Effect of termination

On termination or expiry:

• the Customer's right to access the Services ends;
• AtTable will make Customer Data available for export in a structured, commonly used, machine-readable format for [90] days after termination, at no additional charge;
• after that period AtTable will delete Customer Data in accordance with Schedule 3, except where retention is required by law, in which case the retained data remains subject to clause 7 and Schedule 3;
• the Customer will pay all fees accrued up to the effective date of termination; and
• clauses 5 (in respect of accrued sums), 6, 7, 8, 11, 12, 14 and 19, and any provision that by its nature should survive, continue in force.

Where the Customer terminates under clause 13.2 for AtTable's material breach, AtTable will refund fees paid in advance for the unexpired period.

15. Force majeure

Neither party is liable for failure or delay in performance caused by an event beyond its reasonable control, including act of God, war, terrorism, epidemic, industrial action not involving its own workforce, or failure of a public telecommunications or utility network. The affected party will notify the other promptly and use reasonable endeavours to mitigate. If the event continues for more than [60] days, either party may terminate on written notice.

This clause does not excuse a failure to pay.

16. Compliance

16.1 Anti-bribery

Each party will comply with the Bribery Act 2010 and maintain adequate procedures designed to prevent bribery by its personnel.

16.2 Modern slavery

Each party will comply with the Modern Slavery Act 2015 and will not engage in slavery, servitude, forced labour or human trafficking in its business or supply chains.

16.3 Anti-facilitation of tax evasion

Each party will comply with Part 3 of the Criminal Finances Act 2017.

17. Publicity

Neither party will use the other's name, logo or trade marks in marketing without prior written consent. [The Customer consents to AtTable identifying it as a customer by name and logo on the AtTable website and in sales materials. / No such consent is given.]

18. General

• Assignment. Neither party may assign or transfer this Agreement without the other's prior written consent, not to be unreasonably withheld, except that either party may assign to an affiliate or to a successor in connection with a merger or sale of substantially all its assets, on written notice.
• Subcontracting. AtTable may subcontract performance but remains responsible for its subcontractors. Sub-processing of personal data is governed by Schedule 3.
• Notices. Notices must be in writing and sent to the addresses in clause 1, with a copy by email to legal@attable.io and to [CUSTOMER NOTICE EMAIL]. Notices sent by email are effective on receipt; notices sent by post are effective two business days after posting.
• No partnership. Nothing creates a partnership, joint venture or employment relationship.
• Third party rights. A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
• Entire agreement. This Agreement is the entire agreement between the parties on its subject matter and supersedes all prior discussions. Neither party relies on any statement not set out in it. This does not exclude liability for fraudulent misrepresentation.
• Variation. Any variation must be in writing and signed by both parties.
• Waiver. Failure to enforce a right is not a waiver of it.
• Severance. If any provision is held unenforceable, it will be modified to the minimum extent necessary, or if that is not possible, severed. The remainder continues in force.
• Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which is an original.

19. Governing law and jurisdiction

This Agreement and any dispute arising out of or in connection with it, including non-contractual disputes, is governed by the law of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

Before commencing proceedings, the parties will use reasonable endeavours to resolve the dispute by escalating it to a senior representative of each party for discussion within [30] days.

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Schedule 1 — Services, service levels and support

1. Modules

The Customer is licensed for the modules identified in the applicable Order Form. Available modules include: QR ordering, bookings and reservations, payments, menu management, inventory and food cost, supplier management, team and shift management, and analytics and insights.

2. Availability target

AtTable targets [99.5]% monthly availability of the Services, measured as the percentage of minutes in a calendar month during which the core ordering and booking functions are reachable, excluding:

• planned maintenance notified at least [48] hours in advance and carried out within the maintenance window of [DAY, TIME RANGE];
• emergency maintenance required to address a security vulnerability;
• failures of the Customer's own network, hardware or point-of-sale system;
• failures of a third-party payment provider or other integration not caused by AtTable; and
• force majeure events under clause 15.

3. Service credits

Where monthly availability falls below the target, the Customer may claim a service credit against the following month's fees by written request within [30] days of the end of the affected month:

• below [99.5]% but at or above [99.0]% — [5]% of that month's subscription fee
• below [99.0]% but at or above [98.0]% — [10]% of that month's subscription fee
• below [98.0]% — [20]% of that month's subscription fee

Service credits are the Customer's sole financial remedy for failure to meet the availability target, save that persistent failure to meet the target in [3] consecutive months is a material breach for the purposes of clause 13.2.

4. Support

Support is available by email at support@attable.io and in-product [and by telephone on [NUMBER]] during [support hours]. Target first-response times:

• P1 — total loss of service at one or more Venues during trading hours: [1] hour
• P2 — core function degraded, workaround available: [4] business hours
• P3 — non-critical issue or question: [1] business day
• P4 — feature request or enhancement: acknowledged within [5] business days

Response times are targets, not guarantees of resolution.

5. Onboarding

AtTable will provide the onboarding and training set out in the Order Form. The Customer will provide timely access to menu data, staff records and any point-of-sale system required to complete onboarding.

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Schedule 2 — Commercial terms

• Initial Subscription Term: [12] months from [START DATE]
• Venues covered: [NUMBER], listed at [ANNEX / Order Form]
• Subscription fee: £[AMOUNT] per [Venue] per [month], invoiced [annually] in advance
• Transaction fee: [RATE] on payments processed through the Services, invoiced monthly in arrears
• Onboarding fee: £[AMOUNT], one-off
• Additional Venues: may be added mid-term at the same per-Venue rate, co-terminating with the current Subscription Term
• Payment terms: [30] days from invoice date
• Purchase order required: [Yes / No] — PO number [ ]

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Schedule 3 — Data Processing Agreement

The Data Processing Agreement published at https://attable.io/dpa applies to this Agreement and forms Schedule 3. A copy as at the date of signature is attached and initialled by the parties.

Where AtTable updates the published Data Processing Agreement, the version attached to this Agreement continues to apply unless the parties agree otherwise in writing, save that AtTable may update the sub-processor list in accordance with the notice and objection procedure set out in it.

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Signature

Signed for and on behalf of SAVV8 LIMITED:

Name: [ ]

Title: [ ]

Signature: [ ]

Date: [ ]

Signed for and on behalf of [CUSTOMER LEGAL NAME]:

Name: [ ]

Title: [ ]

Signature: [ ]

Date: [ ]