Terms & Conditions

1.1 These Terms and Conditions (the “Terms”) govern your access to and use of the ServOS hospitality operating platform, including our point-of-sale and ordering software, mobile and web applications, owner and staff applications, connected hardware, and all related features, integrations, updates and support services (together, the “Service”).

1.2 The Service is provided by Point-of-Sale Unified Partners Limited, trading as ServOS. By creating an account, signing an order form, installing our software or hardware, or otherwise accessing or using the Service, you agree to be bound by these Terms. If you do not agree, you must not use the Service.

1.3 These Terms are entered into with the business that subscribes to the Service (the “Customer”, “you”, “your”). If you accept these Terms on behalf of a business, you confirm that you have authority to bind that business.

1.4 Business customers only. The Service is offered solely to businesses for purposes relating to their trade. It is not a consumer product. You confirm you are acting in the course of a business and not as a consumer. The statutory rights that apply to consumers do not apply to this agreement, except where the law says they cannot be excluded.

1.5 Certain elements of the Service are governed by additional terms that form part of your agreement with us, including: ● the Merchant Services Agreement, which governs the acceptance and processing of card and electronic payments; ● the Refund Policy, which governs fees, subscriptions and hardware refunds; ● the Privacy Policy and Data Policy, which govern how data is handled; and ● any order form, quotation, statement of work or plan selection you accept.

1.6 If there is a conflict between these Terms and an order form you have signed, the order form prevails for the specific matter it addresses. If there is a conflict between these Terms and the Merchant Services Agreement on a payments matter, the Merchant Services Agreement prevails.

In these Terms, the following words have the following meanings: “Card Processing Fees” means the per-transaction percentage and fixed fees payable on card and electronic payments, as set out in your selected plan or order form. “Customer Data” means all data, content and information that you, your staff or your own customers input into, generate within, or transmit through the Service, including orders, payments, menus, pricing, staff records, reports and end-customer records. “Devices” means the terminals, tablets, card readers, printers, kiosks, menu boards and other equipment used to access the Service, whether supplied by us or by you. “GMV” or “Gross Monthly Volume” means the total gross transaction value processed through the Service in a calendar month, used to determine your plan tier. “Hardware” means any physical equipment supplied, sold or financed by us to you for use with the Service. “Payment Processor” means a regulated third-party payment institution that processes card and electronic transactions, currently Ryft Pay Ltd and/or Stripe, and any successor or additional processor we engage. “Plan” means the subscription tier you select (Free, Growth, Scale or a bespoke plan) and its associated fees, device allowances and features. “Subscription Fees” means the recurring monthly or other periodic charges for access to the Service under your Plan.

3.1 ServOS is a multi-tenant, multi-device, cloud-based operating system for hospitality businesses. Depending on your Plan and the modules you switch on, the Service may include features across the following areas: ● POS & Ordering: point of sale, online ordering, QR-code ordering, catering, self-service kiosks, and third-party delivery integration. ● Customers: marketing, loyalty, gift cards, Wi-Fi data capture, review management, promotions, and table waitlist. ● Workforce: staff management and onboarding, PTO management, scheduling and rotas, timesheet approval, payroll, and tip and tip-pooling tools. ● Office: advanced reporting, operations, task management and checklists, temperature logs and HACCP monitoring, and multi-site management. ● Stock & Production: inventory management, stock counts and transfers, production and recipe-level control, batch prep, and supplier ordering / purchasing. ● Brand: digital menu boards.

3.2 The Service is delivered as software-as-a-service. It is hosted on managed cloud infrastructure and accessed over the internet through our applications and supported Devices. It is designed for offline resilience, so that supported point-of-sale Devices can continue to take orders and buffer transactions during a temporary loss of connectivity and synchronise when connectivity is restored.

3.3 We develop the Service continuously. We may add, change, improve or remove features, and we ship versioned, changelogged updates on a regular cadence. We will not make a change that materially reduces the core functionality of your Plan without giving you reasonable notice. Beta or pre-release features may be offered “as is” and may be withdrawn at any time.

3.4 Card data and payments. ServOS does not store raw card numbers. Card payments are tokenised and processed by our regulated Payment Processors through PCI-compliant infrastructure. Your acceptance of card payments through the Service is governed by the Merchant Services Agreement.

4.1 To use the Service you must be a business lawfully able to enter into this agreement, be able to pass our and our Payment Processors’ onboarding and know-your-customer (KYC) checks, and operate in a sector we support.

4.2 You are responsible for the accuracy of the information you give us, for keeping your account and login credentials secure, and for all activity that occurs under your account and your staff’s accounts.

4.3 You must configure user roles and permissions appropriately and ensure that only authorised personnel can access sensitive functions such as refunds, voids, reporting, payroll and configuration. You are responsible for the actions of anyone you grant access to.

4.4 You must notify us promptly if you suspect any unauthorised access to or use of your account.

5.1 Plans. The Service is offered on the following UK Plans, with eligibility determined by your Gross Monthly Volume (GMV): Plan Monthly fee GMV band Devices included Free £0 £0 – £8,000 GMV 2 Devices Growth £149 £8,001 – £15,000 GMV 5 Devices Scale £249 £15,001+ GMV 10 Devices

5.2 Devices. A “Device” is a single terminal, tablet, kiosk, card reader, printer or menu board provisioned to access the Service under your account. Additional Devices beyond your Plan allowance are charged at £39 per additional Device per month. We may suspend Devices in excess of your allowance until the additional fee is agreed.

5.3 Card Processing Fees. Card and electronic payments accepted through the Service are subject to per-transaction fees that depend on your Plan: Plan Credit / Debit American Express Free 2.2% + 10p per transaction 2.5% + 20p per transaction Growth from 0.99% + 8p per transaction

2.5% + 20p per transaction Scale from 0.99% + 8p per transaction

2.5% + 15p per transaction Card Processing Fees marked “from” are indicative starting rates and depend on your transaction mix, card types, risk profile and the rates set by the Payment Processor and card schemes. Your actual rates are set out in your order form or in-app pricing and may be adjusted in line with the Merchant Services Agreement. The processing of payments and the deduction of these fees are governed by the Merchant Services Agreement.

5.4 High-volume businesses. If you process more than £200,000 annually, please contact us for a personalised quote. Bespoke plans are governed by the order form you accept together with these Terms.

5.5 VAT and taxes. Unless stated otherwise, all fees are exclusive of VAT and any other applicable taxes, which will be added where due.

5.6 Billing. Subscription Fees and per-Device fees are billed monthly in advance unless your order form states otherwise. Card Processing Fees and transaction-related charges are deducted or invoiced as set out in the Merchant Services Agreement. You authorise us to charge your nominated payment method or to deduct amounts due from settlement funds.

5.7 Plan changes for volume. Your Plan tier reflects your GMV band. If your GMV consistently exceeds your current band, we may move you to the appropriate Plan on reasonable notice, and the corresponding Subscription Fee and Device allowance will apply.

5.8 Late or failed payment. If any amount is overdue, we may charge interest on the overdue amount at 4% per annum above the Bank of England base rate (or as permitted under the Late Payment of Commercial Debts (Interest) Act 1998), and we may suspend the Service or specific features until payment is made.

5.9 Price changes. We may change Subscription Fees, Device fees and standard Card Processing Fees on at least 30 days’ written notice. If you do not accept a change, you may terminate the affected Service before the change takes effect, as your sole remedy.

6.1 Hardware may be supplied to you by outright purchase or under a financing or instalment arrangement, as set out in your order form.

6.2 Purchased Hardware. Where you purchase Hardware outright and pay in full, title passes to you on full payment. Risk passes to you on delivery.

6.3 Financed Hardware — retention of title. Where Hardware is provided under a financing or instalment arrangement, the following applies: ● Title. Legal and beneficial title to the Hardware remains with us until the full purchase price (and any related charges) has been paid in full. Until then, the Hardware belongs to us and you hold it as bailee. ● Repayment via processing. Where agreed, we may recover the Hardware cost through an additional charge applied to your Card Processing until the Hardware is fully paid for. ● Early termination / cessation of use. If you stop using the Service, or this agreement terminates for any reason, before the Hardware is fully paid for, then — even if 99% of the price has been paid — the Hardware remains our property and you must, at our election, either (a) return all such Hardware to us promptly, at your cost, in good working condition (fair wear and tear excepted); or (b) pay the entire outstanding balance for all installed Hardware immediately as a single sum. ● Failure to return. If you do not return the Hardware within 14 days of our request, we may invoice you for, and you must pay, the full outstanding balance for all such Hardware at once, and we may recover it from your settlement funds or by other lawful means. We (and our authorised agents) may, where lawful and on reasonable notice, enter premises where the Hardware is located to recover it. ● Care of Hardware. Until title passes, you must keep the Hardware safe, insured, identifiable as our property, and free from charges or liens, and you must not modify, resell or sub-lease it.

6.4 Warranty. Hardware is covered by the manufacturer’s warranty where one applies. To the extent permitted by law, we give no further warranty on Hardware beyond any we expressly state in writing. This clause does not affect any non-excludable statutory rights regarding satisfactory quality of goods supplied.

6.5 Full details of Hardware refunds and returns are set out in the Refund Policy.

7.1 You must use the Service only for lawful business purposes and in compliance with all laws that apply to your business, including consumer protection, food safety and allergen law, employment and payroll law, tax law, electronic marketing law (including UK GDPR and the Privacy and Electronic Communications Regulations), and the card scheme rules.

7.2 You are responsible for the operation of your own business, including: ● the accuracy of your menus, pricing, tax settings, allergen information and product descriptions; ● fulfilling orders and honouring your own refund, cancellation and customer-service commitments to your own customers; ● your employment, scheduling, payroll, tip-handling and PTO decisions, and compliance with employment law, even where you use our tools to administer them; ● holding the necessary consents and honouring opt-outs before sending any marketing to your own customers through the Service; and ● configuring temperature, HACCP, stock and operational records correctly and acting on them.

7.3 You must not, and must not permit anyone to: (a) copy, modify, reverse-engineer, decompile or create derivative works of the Service, except as permitted by law; (b) resell, sub-license or make the Service available to third parties except as expressly allowed; (c) introduce malicious code, attempt to gain unauthorised access, or interfere with the integrity or performance of the Service; (d) use the Service to store or transmit unlawful, infringing or harmful material; (e) circumvent usage limits, Device allowances or security controls; or (f) use the Service to compete with us or to build a competing product.

7.4 Tools, not advice. The Service provides tools for tax, VAT, payroll, tronc, allergen confirmation and compliance record-keeping. These tools assist you, but they do not constitute legal, accounting, tax or regulatory advice. You remain responsible for your own legal and regulatory compliance and should take professional advice where appropriate.

8.1 The Service integrates with third-party providers, including Payment Processors (Ryft Pay Ltd, Stripe), delivery and order-routing partners (for example HubRise aggregators and own-courier providers), messaging providers, mapping and address providers, and AI providers. Your use of those features may be subject to the third party’s own terms.

8.2 Some integrations require you to hold your own account with the third party and to comply with their terms. We are not responsible for third-party services, their availability, or their acts or omissions. Outbound side-effects such as delivery dispatch, messages and receipts are provided on a best-efforts basis and do not block the taking of a payment.

8.3 If a third-party service changes, restricts or withdraws its offering, we may need to change or discontinue the related feature, and we will not be liable to you for doing so.

9.1 We and our licensors own all intellectual property rights in the Service, including its software, design, content, documentation and trade marks. Except for the rights expressly granted to you, nothing in these Terms transfers any intellectual property rights to you.

9.2 We grant you a non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business operations during the term of this agreement, in accordance with these Terms and your Plan.

9.3 Customer Data. As between you and us, you own your Customer Data. You grant us a licence to host, process and use Customer Data only as needed to provide, secure, support and improve the Service, and as set out in the Privacy Policy and Data Policy. We do not sell your data or your customers’ data, and we do not use it to market to your customers on our own behalf.

9.4 Feedback. If you give us feedback or suggestions, we may use them without restriction or obligation to you.

9.5 We may use aggregated, de-identified data that cannot identify you or your customers to operate, secure and improve the Service.

10.1 Each party will comply with applicable data protection law, including UK GDPR and the Data Protection Act 2018. In respect of your business and end-customer personal data, you are the controller and we act as your processor, processing such data on your instructions to provide the Service. Our processing is described in the Privacy Policy and Data Policy, which together with any data processing terms form part of this agreement.

10.2 We apply appropriate technical and organisational measures to protect Customer Data, including encryption in transit and at rest, least-privilege access controls, and PCI-compliant handling of payment data such that raw card details never reach our own storage. No system is completely secure, and we do not warrant that the Service will be free from all vulnerabilities.

10.3 You are responsible for holding the appropriate lawful basis and consents for the personal data you collect and process using the Service, including for marketing, loyalty and Wi-Fi data capture, and for honouring data-subject rights owed to your own customers and staff.

11.1 We aim to keep the Service available and reliable, but we do not guarantee uninterrupted or error-free operation. Availability may be affected by maintenance, third-party providers, connectivity, or events outside our control.

11.2 We may carry out planned maintenance and will try to schedule significant maintenance outside peak hospitality hours where practicable. We may carry out emergency maintenance at any time.

11.3 Support is provided through the channels and during the hours stated for your Plan or order form. Any service-level commitments apply only if expressly stated in an order form.

12.1 We may suspend all or part of the Service, with or without notice, if: (a) you fail to pay any amount when due; (b) we reasonably believe the Service is being used unlawfully, fraudulently, or in breach of these Terms or the card scheme rules; (c) a Payment Processor, card scheme, bank or regulator requires it; (d) suspension is necessary to protect the security or integrity of the Service or other customers; or (e) you fail KYC, sanctions or risk requirements.

12.2 Where practicable and lawful, we will give notice and an opportunity to remedy before suspending for non-urgent reasons. Suspension does not relieve you of your obligation to pay fees that continue to accrue.

13.1 This agreement starts when you first accept these Terms or begin using the Service and continues until terminated in accordance with this clause or your order form. Any minimum term, commitment or notice period stated in your order form applies.

13.2 You may terminate on the notice stated in your order form or, if none, on 30 days’ written notice, subject to any minimum term and to your outstanding obligations (including Hardware obligations under clause 6).

13.3 We may terminate or suspend this agreement immediately on written notice if: (a) you materially breach these Terms and (where capable of remedy) do not remedy the breach within 14 days of notice; (b) you fail to pay overdue amounts within 14 days of a reminder; (c) you become insolvent, enter administration or cease trading; or (d) continued provision would breach law, the card scheme rules, or a Payment Processor’s requirements.

13.4 Effect of termination. On termination: (a) your right to use the Service ends; (b) all outstanding fees and any unpaid Hardware balance become immediately due (see clause 6.3); (c) you must return any Hardware to which title has not passed; and (d) we will make your Customer Data available for export and will delete or de-identify remaining data in line with the Data Policy and applicable law.

13.5 Clauses that by their nature should survive termination (including clauses 5, 6, 9, 10, 14, 15, 16 and 18) will survive.

14.1 We warrant that we will provide the Service with reasonable skill and care.

14.2 Except as expressly stated in these Terms, and to the maximum extent permitted by law, the Service is provided “as is” and “as available”, and we exclude all other warranties, conditions and terms, whether express or implied, including any implied terms as to satisfactory quality, fitness for a particular purpose, accuracy, or non-infringement.

14.3 We do not warrant that the Service will meet all your requirements, that it will be uninterrupted, timely, secure or error-free, that results obtained from it (including reports, tax, VAT, payroll or forecasting outputs) will be accurate or reliable, or that defects will be corrected. You are responsible for verifying outputs that have legal, financial or safety consequences for your business.

15.1 Liabilities not excluded. Nothing in these Terms limits or excludes either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be limited or excluded; or (d) your obligation to pay sums properly due to us (including Hardware balances).

15.2 Excluded losses. Subject to clause 15.1, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: (a) loss of profits, revenue, sales or business; (b) loss of anticipated savings; (c) loss of goodwill or reputation; (d) loss of, or corruption to, data (beyond our restoration obligations); (e) business interruption; or (f) any indirect or consequential loss, in each case even if foreseeable and even if we were advised of the possibility.

15.3 Cap on liability. Subject to clause 15.1, our total aggregate liability to you arising out of or in connection with this agreement in any 12-month period will not exceed the greater of (a) the total Subscription Fees and Device fees paid by you to us in the 12 months immediately before the event giving rise to the claim; or (b) £1,000.

15.4 Payments and third parties. We are not the Payment Processor and do not control the timing of settlement, chargeback outcomes, scheme rulings, reserves or holds by a Payment Processor. Liability relating to the processing, settlement, chargeback and refund of payments is governed by, and limited as set out in, the Merchant Services Agreement, and the terms of the relevant Payment Processor (including Ryft Pay Ltd’s terms) apply between you and that processor. We are not liable for the acts, omissions, fees, holds or insolvency of any Payment Processor, card scheme, bank or delivery partner.

15.5 You are responsible for maintaining your own records, backups of exported data, insurance, and contingency arrangements (including offline takings procedures) appropriate to a hospitality business. We are not liable for losses you could have avoided by taking such measures.

15.6 Each provision of this clause 15 operates separately. If any part is found unenforceable, the remaining parts continue to apply.

16.1 You will indemnify and hold us harmless against all claims, losses, liabilities, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Service in breach of these Terms or any law; (b) your products, services, menus, allergen and pricing information, and your dealings with your own customers; (c) your employment, payroll, tronc and tip decisions; (d) your marketing or data-capture activity, including any breach of marketing or data protection law; (e) chargebacks, refunds, fines or assessments arising from your transactions; and (f) your infringement of any third party’s rights.

17.1 Each party may receive confidential information of the other. Each party will keep the other’s confidential information secret, use it only for the purposes of this agreement, and not disclose it except to personnel and advisers who need it and are under similar obligations, or where required by law or a regulator. This clause does not apply to information that is or becomes public through no breach, or that a party independently develops.

18.1 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including outages of third-party providers, internet or telecommunications failure, power failure, acts of government, or industrial action. Payment obligations are not excused by force majeure.

18.2 Changes to these Terms. We may update these Terms from time to time. We will give reasonable notice of material changes by email or in-app notice. Continued use after the effective date constitutes acceptance. If you do not accept a material change, your remedy is to stop using and terminate the affected Service.

18.3 Assignment. You may not assign or transfer your rights or obligations without our written consent. We may assign or novate this agreement to a group company or successor, including in connection with a reorganisation, financing or sale of business.

18.4 Entire agreement. These Terms, together with the order form, Merchant Services Agreement, Refund Policy, Privacy Policy and Data Policy, form the entire agreement between us and supersede any prior arrangements on the same subject. You confirm you have not relied on any statement not set out in these documents. Nothing in this clause limits liability for fraud.

18.5 No partnership. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties.

18.6 Third-party rights. Except as expressly stated, a person who is not a party to these Terms has no rights to enforce them under the Contracts (Rights of Third Parties) Act 1999.

18.7 Notices. Notices to us should be sent to [support@serv-os.app] and to our registered office. Notices to you may be sent to the email or address on your account.

18.8 Waiver and severance. A failure to enforce a right is not a waiver of it. If any provision is found unenforceable, the rest of the Terms remain in effect, and the unenforceable provision will be modified to the minimum extent necessary.

18.9 Governing law and jurisdiction. These Terms and any dispute arising out of them (including non-contractual disputes) are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction. This document is provided as a draft template for Point-of-Sale Unified Partners Limited (trading as ServOS). It is not legal advice and should be reviewed and approved by a qualified solicitor before publication or use, to confirm it meets your obligations under applicable UK law, the card scheme rules, and your agreements with your Payment Processors.