Terms of service

1. Who we are, and what these terms do ​

These Terms of Service (“Terms”) are a contract between High Mesa Ltd, trading as Yumee, a company registered in England and Wales (company number 13626375, VAT number GB489456330), whose registered office is at 123 Kings Mill Way, Denham, Uxbridge UB9 4BT and whose business address is The Charter Building, Charter Place, Uxbridge UB8 1JG (“we”, “us”, “our”), and the business that orders the Service from us (“you”, “your”, the “Customer”). They govern your use of the Service.

Together with your Order Form and the data processing terms in clause 14, they are the entire agreement between us. If your Order Form says something different from these Terms, the Order Form wins for that point.

The person who signs or accepts the Order Form confirms that they are authorised to bind the Customer.

The Service is supplied to businesses only. It is not offered to consumers, and the rights consumers have under the Consumer Rights Act 2015 do not apply to it.

2. Definitions ​

• Service — the Yumee software you subscribe to, as listed on your Order Form. That can include the till software, card-machine software, the kitchen display, your ordering website and app, QR table ordering, Yumee Metric, Backoffice, Clock and any add-on modules. It also includes the documentation and support we provide.
• Order Form — the written quote, order form or agreement that lists the Service, the devices, the Hardware, any Network Services and the fees.
• Venue — each site where you use the Service.
• Customer Data — all data you, your Users or your guests enter into the Service or generate through it. That includes menus and prices, orders, sales and VAT figures, guest details and staff records.
• Users — the people you authorise to use the Service, including your Staff on the till.
• Staff — your employees, workers and contractors.
• Hardware — tills, tablets, card machines, printers, cash drawers, network equipment and other equipment supplied under an Order Form.
• Payment Provider — the company that processes card payments for you under its own agreement with you (clause 10).

3. The Service and your account ​

We grant you a non-exclusive, non-transferable right to use the Service during your subscription. You may use it for your own Venues and business purposes, on the number of devices in your Order Form.

You are responsible for everything done under your account. In particular, you must:

• keep logins, staff PINs and device codes confidential;
• give each User only the access they need;
• remove access when someone leaves.

Tell us without delay at info@yumeeservices.com if you believe an account or device has been compromised.

4. Getting started ​

We set up the Service as agreed in your Order Form. That can include loading your menu, configuring devices and showing your team how to use them. Any setup or onboarding fee is the one quoted in your Order Form. Setup work that is not on the Order Form is quoted separately.

5. Fees, VAT and invoicing ​

Fees are those in your Order Form, or as later changed under clause 7. Unless we agree otherwise in writing:

• (a) software is charged monthly, in advance: each payment covers the coming month;
• (b) add-on modules and extra devices are charged at the prices in your Order Form from the date they are switched on;
• © all fees are exclusive of VAT, which is added at the applicable rate;
• (d) invoices are issued electronically to your billing contact and are paid by Direct Debit, collected through GoCardless on your own monthly collection date, which is set when your Direct Debit is set up;
• (e) fees are payable in pounds sterling;
• (f) Hardware and Network Services are invoiced as set out in their written quote (clause 18).

Card processing fees are not our fees. They are charged by your Payment Provider under its own agreement with you (clause 10).

It is your responsibility to keep your billing contact details current. An invoice is validly delivered when sent to the billing email address on your account.

6. Payment, late payment and suspension ​

If you have set up a Direct Debit or another automatic payment method, you authorise us to collect the amounts shown on each invoice on or after its due date.

If payment is not received:

• (a) we will mark the invoice overdue and notify your billing contact;
• (b) if it is still unpaid 14 days after that notice, we may suspend the Service. Your data is kept while the Service is suspended;
• © we may charge statutory interest and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.

Because suspending a till stops a venue trading, suspension always follows the two steps above. We never suspend without a prior overdue notice. Access is restored promptly once payment clears. Suspension does not reduce the fees due for the suspended period.

7. Price changes ​

We may change our prices. If we do:

• (a) we will give you at least 30 days’ notice by email to your billing contact. The notice will state the new price and the date it takes effect;
• (b) the new price applies from the first billing period that begins after that date;
• © if you do not accept the change, you may cancel with effect from the date it would take effect, without any cancellation fee, by telling us before that date.

Continuing to use the Service after the change takes effect means you accept the new price. Prices in a written quote are held for the period stated in it. Nothing in this clause allows us to change the price for a period you have already paid for.

8. Term, renewal and cancellation ​

Your subscription runs month to month. There is no minimum term. It renews automatically each month unless cancelled.

You may cancel at any time by giving us 30 days’ notice in writing to info@yumeeservices.com.

Cancellation takes effect 30 days after we receive your notice. The Service continues until then, fees for the notice period remain payable, and no invoices are issued for any period after it. Fees already paid are not refunded, in whole or in part. This does not affect your rights where we are in breach (clause 9) or under clause 7©.

Cancelling the Service does not cancel your agreement with your Payment Provider or with any delivery platform. You must end those with them directly.

9. Termination ​

Either party may end this agreement immediately by written notice if the other:

• materially breaches these Terms and does not put it right within 30 days of being asked to; or
• becomes insolvent, enters administration or liquidation, or stops trading.

We may also end or suspend the Service immediately:

• where the law requires it;
• where continuing would expose us or others to liability; or
• on the grounds in clause 13.

We may retire the Service, or a material part of it, on 90 days’ notice. If we do, we will refund the unused part of any fees you have paid in advance for the period after the retirement date.

When this agreement ends, for any reason:

• your right to use the Service ends;
• for 30 days you can download your sales reports and VAT figures. We will also export your other Customer Data, such as your menu, order history and guest list, if you ask us during that period;
• after that period, your Customer Data is deleted under clause 14. The exception is records we must keep by law: invoices and accounting records are kept for six years.

10. Card payments and other third-party services ​

Card payments. Card payments taken through the Service are processed by your Payment Provider, currently Shift4, under a separate merchant agreement between you and them. We are not a party to that agreement and we do not hold your money. These are matters between you and your Payment Provider:

• settlement of funds;
• card fees;
• chargebacks and refunds to cardholders;
• the Payment Provider’s own checks on your business.

Card machines are supplied by your Payment Provider under its agreement with you. If a card machine is faulty, the Payment Provider repairs or replaces it.

Other services. The Service can connect to services run by other companies, such as delivery platforms, app stores and accounting software. Those services run under their own terms. Their availability, policies and changes are outside our control, and we are not liable for them.

11. Online ordering and QR table ordering ​

When guests order and pay through your ordering website, app or QR code, you are the seller. Your guests’ contract is with you, not with us.

You are responsible for:

• your menu, prices and opening hours;
• allergen and dietary information;
• food safety, preparation and delivery;
• VAT on your sales;
• the duties a business owes the consumers it sells to.

We provide the technology that takes the order and passes it to your Venue.

12. Your responsibilities ​

You are responsible for:

• (a) accurate data. The data you enter must be accurate and lawful. That includes menu items, prices, VAT rates, allergens, staff pay rates and working patterns.
• (b) allergen information. The allergen and ingredient information shown to guests and staff is the information you entered. You must keep it correct.
• © tax and accounts. You are responsible for your VAT returns and accounting records. The Service gives you sales, VAT and end-of-day figures to support them. You must check them, and they do not replace your accountant.
• (d) staff time and pay. The Service records attendance and works out pay figures for you to check. It is not a payroll service. It does not file anything with HMRC, and its pay figures are an input to your payroll, not a substitute for it. You are responsible for complying with employment, working-time, minimum-wage and tips law.
• (e) consents and notices. You must obtain any consents and give any notices the law requires from your Staff and guests.
• (f) devices and connection. You are responsible for the devices, internet connection, power and networks you use, unless we supply and support them under an Order Form.
• (g) checking results. You must check what the Service produces before relying on it for a decision that affects a person or your obligations to an authority.

13. Acceptable use ​

You must not, and must not allow anyone to:

• use the Service to monitor people without a lawful basis, or in a way that is covert or unlawful;
• try to access another customer’s data or our systems;
• test the security of the Service without our written permission;
• reverse engineer or copy the Service, or use it to build a competing product;
• resell the Service or provide it to a third party, except to a group company or franchise we have agreed in writing;
• introduce malware;
• use the Service in a way that damages its operation or reputation.

A breach of this clause entitles us to suspend the account immediately.

14. Data protection ​

For Customer Data about your guests and your Staff, you are the controller and we are the processor. We process it only on your instructions and to provide the Service, on the data processing terms in the Schedule at the end of these Terms, which forms part of them.

For account, billing and support information about your own contacts, we are the controller.

Each party will comply with the UK GDPR and the Data Protection Act 2018.

15. Confidentiality ​

Each party will keep the other’s confidential information confidential. It will use that information only to perform this agreement, and protect it with at least reasonable care.

This does not apply to information that:

• is public through no fault of the receiving party;
• was already lawfully known;
• is developed independently; or
• must be disclosed by law or a regulator. In that case, where lawful, the other party is told first.

These duties continue for three years after the agreement ends, and indefinitely for personal data and security information.

16. Security ​

We protect the Service and Customer Data with appropriate technical and organisational measures, including encryption in transit and controlled, logged access by our staff. You must tell us promptly of any suspected security incident affecting your account.

17. Availability and support ​

We aim to keep the Service available at all times, apart from planned maintenance, which we try to schedule outside trading hours. This is an aim, not a service credit scheme. No credits or refunds build up automatically for downtime. Your remedy for sustained failure is termination under clause 9.

Support. Support is by phone on 0330 122 7312 and by email at info@yumeeservices.com, Monday to Friday, 09:00 to 17:30. Outside those hours, the same number is an emergency line.

Visits. Visits to your premises are by arrangement and are not included in your subscription as of right. We will agree with you in advance whether we attend, when, and any charge.

18. Hardware and Network Services ​

If you buy Hardware from us, or ask us to plan, install, secure or support your network (“Network Services”), we quote for it in writing before we start. That quote sets out the work, the price, the payment terms and any ongoing support. Unless the quote says otherwise:

• we carry out the work with reasonable skill and care, at times agreed with you;
• you give us safe access to your premises and obtain any permission needed from your landlord or others, for example for cabling;
• Hardware becomes yours when it has been paid for in full, and is at your risk once it is delivered to your premises;
• Hardware is covered by its manufacturer’s warranty. We pass the benefit of that warranty on to you and help you claim under it.

19. Changes to the Service ​

We develop the Service continuously and may add, change or remove features. We will give 30 days’ notice before a change that materially reduces the core functions you subscribed to. If such a change would materially disadvantage you, you may cancel with effect from the date it takes effect, and we will refund the unused part of any fees paid in advance. We may make changes required for security, safety or legal compliance immediately.

20. Intellectual property and feedback ​

We and our licensors own the Service and all intellectual property in it. Nothing in these Terms transfers that ownership to you.

You own your Customer Data. You grant us a licence to host, process and display it only as far as we need to provide, secure and support the Service and to meet our legal obligations.

We may use aggregated, anonymised statistics that cannot identify you, your Staff, your guests or your business, to improve and describe the Service.

If you send us suggestions, we may use them without any obligation to you.

We will not name you as a customer, or show your logo or reviews, without your written permission.

21. Warranties ​

We warrant that we will provide the Service with reasonable skill and care and in line with these Terms.

Apart from that, and as far as the law allows, all other warranties, conditions and terms implied by statute or common law are excluded. In particular, we do not warrant that the Service will be uninterrupted or error free. Nor do we warrant that its figures are correct where the data or settings you provide are not.

22. Liability ​

Nothing in these Terms limits or excludes either party’s liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any other liability that the law does not allow to be limited.

Subject to that:

• (a) neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill, anticipated savings, business opportunity or reputation, however it arises;
• (b) we are not liable for tax, payroll or employment decisions you make using the Service, or for fines or penalties that result from your own legal obligations;
• © we are not liable for loss or corruption of data to the extent it results from your own acts, your settings, or your failure to export data in time under clause 9;
• (d) our total liability in any 12-month period is limited to the fees you paid us in the 12 months before the event that gave rise to the claim, or £1,000 if that is greater.

Each party must take reasonable steps to limit its loss. A claim must be brought within 12 months of the date the claimant became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

23. Indemnity ​

You will indemnify us against claims, losses and reasonable costs arising from:

• your breach of clause 12 or 13;
• sales to your guests, including claims about food, allergens or delivery;
• data you upload that infringes someone else’s rights.

We will indemnify you against claims that the Service, used in line with these Terms, infringes someone else’s intellectual property rights in the United Kingdom. This applies only if you tell us promptly, let us run the defence and do not admit liability. Our liability under this indemnity is subject to clause 22(d).

24. Events outside our control ​

Neither party is liable for failure or delay caused by events beyond its reasonable control. Examples include:

• failures of internet, telecommunications, cloud or payment networks;
• power failure, fire, flood or epidemic;
• industrial action, war or terrorism;
• a cyber-attack by a third party;
• acts of government.

If such an event lasts more than 30 days, either party may end this agreement by notice, and we will refund the unused part of fees paid in advance.

25. Assignment and subcontracting ​

You may not transfer this agreement without our written consent, which we will not unreasonably withhold. You do not need consent to transfer it to a group company or to a buyer of your business, as long as you tell us.

We may transfer this agreement to a group company or to a buyer of our business. We may subcontract parts of the Service and remain responsible for our subcontractors. Sub-processors of personal data are appointed and notified under paragraph 5 of the Schedule.

26. Notices ​

Notices to you are sent by email to your billing or administrator contact. Notices to us go to info@yumeeservices.com, or by post to our business address in clause 1.

An email notice is treated as received on the working day after it is sent. You must keep your contact addresses current.

27. Changes to these Terms ​

We may change these Terms. We will give at least 30 days’ notice of a material change by email. If you do not accept it, you may cancel with effect from the date it takes effect, without a cancellation fee. Continuing to use the Service after that date means you accept the new version.

Changes required by law or for security may take effect immediately. Every version we have published remains available on request.

28. General ​

• A failure to enforce a term is not a waiver of it.
• If any provision is held invalid, the rest stays in force. The invalid provision is treated as modified as little as needed to make it valid.
• Nothing in these Terms creates a partnership, joint venture or employment relationship.
• A person who is not a party has no right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

29. Complaints and disputes ​

If something goes wrong, contact us first at info@yumeeservices.com. We aim to acknowledge a complaint within two working days and to resolve it within 20 working days.

Both parties will try in good faith to settle a dispute through discussion between senior representatives before starting proceedings. Nothing in this clause prevents either party from seeking urgent injunctive relief.

30. Governing law ​

This agreement, and any dispute arising from it, including non-contractual disputes, is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Schedule — Data processing terms ​

This Schedule applies to all personal data we process for you as your processor (clause 14) under the UK GDPR and the Data Protection Act 2018. In it, “you” are the controller and “we” are the processor.

1. Subject matter, duration, nature and purpose ​

We process personal data only to provide the Service to you: taking and recording orders and payments at your Venues, your ordering website, app and QR table ordering, your kitchen display, Yumee Metric and Backoffice reporting, staff clock-in and support. Processing lasts for your subscription and the 30-day download period after it ends (clause 9), after which the data is deleted under paragraph 8.

2. Data subjects and personal data ​

Your guests: name, phone number, email address, delivery addresses, order and payment history (amounts, method, the last digits of a card where your Payment Provider sends them), notes on an order, including allergy and dietary notes, the phone number of an incoming call where you use caller ID, account details where a guest signs in to your ordering website or app, and technical data such as IP address, browser signals and device identifiers.

Your Staff and Users: name, role, login details and staff PIN, clock-in and clock-out times and breaks, the sales and actions recorded against them, pay rates and tips you enter, and the device they used.

We do not receive or store full card numbers. Card details are handled by your Payment Provider (clause 10).

Special category data: we do not ask for it. An allergy or dietary note entered on an order can reveal information about a guest’s health. You should record only what is needed to prepare the order safely.

3. Your obligations as controller ​

You warrant that you have a lawful basis for the processing, and that you have given your guests and Staff the information required by Articles 13 and 14 of the UK GDPR. You are responsible for the accuracy of the data you enter, and for managing who in your business has access to the Service and with what role.

4. Our obligations as processor ​

We will:

• (a) process personal data only on your documented instructions, which are these Terms, this Schedule and your use of the Service’s features;
• (b) ensure that the people authorised to process the data are bound by confidentiality;
• © apply the measures in paragraph 6;
• (d) engage sub-processors only under paragraph 5;
• (e) help you, taking into account the nature of the processing, to respond to requests from guests and Staff exercising their rights;
• (f) help you with security, breach notification and data protection impact assessments;
• (g) delete or return the personal data at the end of the Service, under paragraph 8;
• (h) make available the information needed to show that we comply with this Schedule, and allow audits under paragraph 9;
• (i) tell you immediately if we believe an instruction infringes data protection law.

5. Sub-processors ​

You give us general authorisation to use sub-processors. They provide:

• cloud hosting, sign-in and push notifications;
• transactional email, such as receipts and payment links;
• text messages carrying sign-in codes for your ordering website or app;
• postcode and address lookup;
• abuse protection for your ordering website and QR pages;
• reading supplier invoices you upload, only if you use inventory invoice scanning.

The current list, with each sub-processor’s name, purpose and location, is available on request from info@yumeeservices.com. We impose data protection terms on each sub-processor that are no less protective than this Schedule, and we remain responsible for them.

We will tell you by email at least 30 days before we add or replace a sub-processor. You may object on reasonable grounds. If we cannot resolve the objection, either party may end the affected part of the Service, and we will refund the unused part of any fees paid in advance for it.

Your Payment Provider, and any delivery platform you sign up to, are not our sub-processors. They act under their own agreements with you.

6. Security ​

We protect personal data with appropriate technical and organisational measures. They include:

• encryption of data in transit;
• access controls that keep each customer’s data separate from other customers’ data;
• access to production systems limited to named High Mesa Ltd staff.

We keep these measures under review as the Service changes.

7. Personal data breaches ​

We will tell you without undue delay, and in any event within 48 hours of becoming aware, of a personal data breach affecting your data. We will give you the information you reasonably need to meet your own obligations under Article 33, and we will cooperate in the investigation and remediation.

8. Return and deletion ​

When the agreement ends, you can download your data for 30 days (clause 9). After that period, the personal data is deleted from our systems and those of our sub-processors. The exception is invoices and accounting records we must keep by law, which are kept for six years.

9. Audit ​

On request, no more than once a year or following a breach, we will provide reasonable information to show that we comply with this Schedule, including a summary of our security practices and sub-processor arrangements. We will also allow an audit by you, or by an independent auditor bound by confidentiality, at your cost, on at least 30 days’ notice and during business hours.

10. International transfers ​

Where personal data is transferred outside the United Kingdom, the transfer is covered by UK adequacy regulations, including the UK Extension to the EU–US Data Privacy Framework where the recipient is certified under it, or by the UK International Data Transfer Agreement or the UK Addendum to the EU Standard Contractual Clauses.

11. Liability and term ​

Liability under this Schedule is subject to the limits in clause 22. This Schedule takes effect when the agreement starts and continues until all personal data has been deleted or returned. Contact for data protection matters: info@yumeeservices.com.