Subscription Agreement
These are the current terms and conditions that apply if you are subscribing or been given access to, any cloud based service from the Cortable company set out in the Sign Up Process. For previous versions of these terms, see https://cortable.ai/terms.
Definitions and Interpretation
The definitions and rules of interpretation set out below shall apply to the Agreement.
Definitions
"Acceptable Use Policy/ AUP" means the policy found at https://cortable.ai/aup as updated by Cortable from time to time;
“Agreement” these terms and conditions together with the information set out in the Sign Up Process and Schedules 1 and 2 and any document expressly incorporated by reference.
“Anonymised Data” data derived from your use of the Platform that has been anonymised so that no individual, Guest, Authorised User or Customer can be identified.
“Authorised User” an individual (typically a member of the Customer’s staff) whom the Customer permits to access and use the Platform.
“Confidential Information” all information disclosed by one Party to the other (whether orally, in writing or otherwise) that is marked or would reasonably be understood to be confidential, including the terms of this Agreement, the Platform, pricing, and the disclosing Party’s business, technical and financial information.
"Cortable" means Cortable Limited (a company incorporated in Jersey, Channel Islands with registered number 165752) and whose registered office is at 4th Floor, St Paul’s Gate, 22-24 New Street, St. Helier, JE1 4TR, Jersey;
"Customer" means the customer entity or individual described in the Sign Up Process;
“Customer Data” all data, content and information input into, uploaded to, or generated through the Platform by or on behalf of the Customer or its Authorised Users or Guests, including Guest, booking, staff, recipe, menu, inventory, allergen and transaction data, but excluding Anonymised Data and Usage Data.
“Data Protection Laws” the UK GDPR and the Data Protection Act 2018 to the extent applicable, the Privacy and Electronic Communications Regulations 2003 (“PECR”) where applicable, and all other data protection and privacy laws applicable to a Party’s processing of personal data under this Agreement.
“DPA” the Data Processing Agreement at Schedule 1.
"Documentation" means the description of the Platform , available at https://cortable.ai/docs as updated from time to time by Cortable.
“Effective Date” the date the Customer is first granted access to the Platform.
“Fees” the subscription charges and any other amounts payable by the Customer as set out in the Sign Up Document or otherwise under this Agreement.
"Free or Trial" means access to the Platform is provided on a trial basis and/or provided without charge for the period set out in the Sign Up Document.
“Force Majeure Event” any event beyond a Party’s reasonable control, including act of God, war, terrorism, civil unrest, epidemic or pandemic, failure of utilities or telecommunications, and failure of a third-party hosting or network provider.
“Guest” an individual who makes or is the subject of a reservation, order or interaction recorded through the Platform at a Site.
“Initial Term” one month unless stated otherwise in the Sign Up Document.
“Intellectual Property Rights” patents, copyright, database rights, trade marks, designs, know-how, trade secrets and all other intellectual property rights, whether registered or unregistered, anywhere in the world.
“Platform” means the hosted software platform, applications, databases, interfaces, tools, functionality, technology, infrastructure, and related systems made available by Cortable on a software-as-a-service basis, together with any updates, upgrades, enhancements, modifications and associated documentation provided by Cortable from time to time.
“Renewal Term” each successive renewal period under clause 5.2.
"Sign Up Document/ Process" means the document completed by the Customer to set up an account with Cortable and commence use of the Platform.
“Site” the individual restaurant site locations listed in the Sign Up Document.
“Subscription Term” the Initial Term together with any Renewal Terms.
“Support” the technical support services described in Schedule 2.
“Usage Data” data about the operation, performance and use of the Platform (such as feature usage, performance metrics and error logs) that does not identify any individual.
"Use Restrictions" means the restrictions on the Customer's use of the Platform as described in this Agreement, the AUP, or agreed during the Sign Up Process and may include numbers of Sites where the Platform can be used.
“VAT” value added tax or any equivalent sales or turnover tax.
Interpretation
clause and Schedule headings do not affect interpretation;
“including”, “include” and “in particular” are illustrative and do not limit the preceding words;
a reference to legislation includes its subordinate legislation and any amendment, extension or re-enactment;
a reference to “writing” includes email;
if there is any conflict, the order of precedence is: (a) the DPA (for data protection matters); (b) the body of this Agreement; (c) the Sign Up Document; then (d) the other Schedules, save that the Sign Up Document prevails on purely commercial particulars (Fees, Sites, term).
The Platform and Licence Grant
In order to access and use the Platform, the Customer must complete the Sign Up Document pay the Fees in advance and confirm its agreement to the terms of this Agreement. No contract for the use of the Platform by the Customer shall come into force until either Cortable has confirmed access in writing or provided access to the Platform.
Conditional on the Customer’s payment of the Fees and compliance with this Agreement, Cortable grants the Customer a non-exclusive, non-transferable, right to access and use the Platform during the Subscription Term, for the Customer’s internal restaurant business at the Sites.
The Customer shall be entitled to permit Authorised Users to access the Platform in accordance with the terms of this Agreement.
Cortable shall make the Platform available in accordance with Schedule 2 and shall provide Support in accordance with Schedule 2.
Cortable may from time to time update, enhance, modify or replace features of the Platform, provided that no such change materially degrades the core functionality of the Platform during the Subscription Term.
The Customer shall not, and shall ensure its Authorised Users shall not:
resell, sublicense, rent, lease or otherwise make the Platform available to any third party, except Authorised Users as permitted;
copy, modify, adapt or create derivative works of the Platform except as expressly permitted;
reverse engineer, decompile or disassemble the Platform, or attempt to derive its source code, except to the extent this restriction is prohibited by law;
access or use the Platform to build or assist in building a competing product or service, or to benchmark for a competitor;
introduce malicious code, or attempt to gain unauthorised access to the Platform or its underlying infrastructure;
scrape or harvest data except through functionality provided for that purpose; or
circumvent or attempt to circumvent usage limits, rate limits, or the multi-tenant isolation controls described in the AUP and the Use Restrictions.
Sites, Authorised Users and Account Administration
The subscription covers the number of Sites stated in the Sign Up Document. The Customer may add Sites during the Subscription Term; additional Sites are charged at the then-current per-Site Fee, pro-rated to the end of the current billing period, and form part of the subscription on the same terms.
The Customer is responsible for: (a) all use of the Platform under its account and its Authorised Users’ accounts; (b) the acts and omissions of its Authorised Users as if they were its own; and (c) ensuring each Authorised User complies with this Agreement and the Acceptable Use Policy.
Authorised Users must keep their credentials confidential and must not share accounts. The Customer shall promptly deactivate access for individuals who cease to be Authorised Users.
The Customer shall designate at least one administrator who is authorised to manage users, configuration and (where applicable) billing on the Customer’s behalf.
The Customer shall notify Cortable promptly of any actual or suspected unauthorised access to or use of the Platform.
Onboarding and Configuration
Cortable will make the Platform available for use promptly after the Effective Date and will provide reasonable onboarding guidance and documentation.
The Customer is responsible for inputting data into the Platform for its operations (including menus, recipes, allergen data, Sites, users and integrations) and for the accuracy of the information it inputs.
Where the Customer migrates data into the Platform, the Customer warrants that it has the right to upload the data and to have it processed under this Agreement and the DPA.
Term and Renewal
This Agreement begins on the Effective Date and continues for the Initial Term.
After the Initial Term, this Agreement renews automatically for successive Renewal Terms of one (1) month each, unless either Party gives written notice of non-renewal not less than ten (10) days before the end of the then-current term, or unless terminated earlier under clause 15.
Cortable may change the Fees with effect from the start of any Renewal Term by giving at least twenty (20) days’ prior written notice such notice to expire no later than the last day of the Initial Term or any Renewal Term. If the Customer does not accept an increase, it may terminate this Agreement on no less than ten (10) days' notice, such notice to expire no later than the last day of the Initial Term or Renewal Term, as applicable.
Fees, Invoicing and Payment
The Customer shall pay the Fees set out in the Sign Up Document or notified to the Customer in accordance with clause 5.3.
Fees are billed monthly in advance and due immediately on issue of an invoice by Cortable.
All Fees are exclusive of VAT and other applicable taxes, which the Customer shall pay in addition at the prevailing rate.
Without prejudice to its other rights, if any undisputed Fee is not paid when due, Cortable may: (a) charge interest on the overdue amount at 4% per annum above the Bank of England base rate, accruing daily; and (b) suspend access under clause 14 until payment is made.
Customer Obligations and Responsibilities
The Customer shall:
provide accurate, current and complete account, configuration and billing information and keep it up to date;
use the Platform only for lawful purposes and in accordance with this Agreement, the Acceptable Use Policy, and applicable food-safety, allergen and employment laws;
without prejudice to Cortable's obligations under the DPA, be solely responsible, as data controller, for the collection and use of personal data through the Platform, including providing any notices to, and obtaining any consents from, Guests and staff that are required by Data Protection Laws;
ensure that allergen and dietary information is recorded accurately, and maintain its own food-safety procedures;
maintain appropriate security over its devices, networks and credentials, and promptly report security incidents affecting the Platform; and
obtain and maintain the equipment and internet connectivity needed to access the Platform.
Data Protection and Security
Each Party shall comply with the Data Protection Laws applicable to it.
In respect of personal data processed through the Platform on the Customer’s behalf, the Customer is the controller and Cortable is the processor. The Parties shall comply with the DPA at Schedule 1, which forms part of this Agreement.
Intellectual Property and Data Ownership
As between the Parties, the Customer owns all right, title and interest in the Customer Data, including its recipes, menus, pricing and business data. The Customer grants Cortable a non-exclusive licence to host, copy, process, transmit and display Customer Data.
Cortable owns all right, title and interest in the Platform, including its software, models, algorithms, look and feel, and documentation, and all Intellectual Property Rights in them. No rights are granted to the Customer except as expressly set out in this Agreement.
The Customer agrees that Cortable may create, own and use Anonymised Data and Usage Data for any lawful business purpose, including operating, securing, analysing and improving the Platform, and producing industry benchmarks and insights, provided that: (a) such data is anonymised so that no individual, Guest or Customer can be identified; and (b) aggregated insights shared externally are derived from a minimum of ten (10) Sites or venues to prevent re-identification.
If the Customer provides feedback or suggestions about the Platform, Cortable may use them without restriction or obligation.
Confidentiality
Each Party (the “Receiving Party”) shall keep confidential the Confidential Information of the other (the “Disclosing Party”), use it only to perform or enforce this Agreement, and disclose it only to those of its personnel, contractors and professional advisers who need to know it and are bound by equivalent confidentiality obligations.
The obligations in clause 10.1 do not apply to information that: (a) is or becomes public other than through breach; (b) was known to the Receiving Party free of obligation before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by law or a regulator, in which case the Receiving Party shall, where lawful, give prior notice.
On termination, or on request, the Receiving Party shall return or destroy the Disclosing Party’s Confidential Information, save for copies required by law or routine backup.
Cortable's Confidential Information shall include all information (whether in oral, written or electronic form) relating to its business which may reasonably be considered to be confidential in nature including information relating to technology, know-how, Intellectual Property Rights, assets, finances, strategy, products and customers. All information relating to the Fees, and any other technical or operational specifications or data relating to the Platform.
Warranties
Cortable warrants that the Platform shall operate materially in accordance with the Documentation.
The Platform may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. The Customer acknowledges that such risks are inherent in cloud services and that Cortable shall have no liability for any such delays, interruptions, errors or other problems.
Each Party warrants that it has the right and authority to enter into and perform this Agreement.
Except as expressly stated in this Agreement, and to the maximum extent permitted by law, all other warranties, conditions and representations, whether express or implied, including any implied warranty of satisfactory quality, fitness for a particular purpose, or non-infringement. Cortable does not warrant that the Platform will be uninterrupted or error-free.
The Customer acknowledges that clause 11.1 does not apply to the Platform where it is provided on a Free or Trial basis or to Support Services provided in connection with the same. Without prejudice to Cortable's obligations under the Agreement in respect of Personal Data, Free or Trial Services and Support Services provided in connection with the same are provided ‘as is’, and without warranty to the maximum extent permitted by law.
Indemnities
Subject to clauses 12.2 and 12.3, Cortable shall:
defend at its own expense any claim brought against the Customer by any third party alleging that the Customer’s use of the Platform infringes any copyright, database right or registered trade mark, registered design right or registered patent in the United Kingdom ("an IP Claim"); and
pay, subject to clause 13.4 all costs and damages awarded or agreed in settlement or final judgment of an IP Claim.
The provisions of clause 12.1 shall not apply unless the Customer:
promptly (and in any event within 7 days) notifies Cortable upon becoming aware of any actual or threatened IP Claim and provides full written particulars;
makes no comment or admission and takes no action that may adversely affect Cortable's ability to defend or settle the IP Claim;
provides all assistance reasonably required by Cortable subject to Cortable paying the Customer’s reasonable costs; and
gives Cortable sole authority to defend or settle the IP Claim as it considers appropriate.
In the event of any IP Claim Cortable may elect to terminate the Agreement immediately by written notice and promptly refund to the Customer on a pro-rata basis for any unused proportion of Fees paid in advance. This clause 12.3 is without prejudice to the Customer’s rights and remedies under Clause 12.1.
Cortable shall have no liability or obligation under this clause 12 in respect of (and shall not be obliged to defend) any IP Claim which arises in whole or in part from:
any modification of the Platform (or any part) without Cortable’s express written approval;
any Customer Data;
any breach of the AUP by the Customer;
use of the Platform (or any part) in combination with any software, hardware or data that has not been supplied or expressly authorised by Cortable.
Subject to clause 13.1, the provisions of this clause 12 set out the Customer’s sole and exclusive remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any IP Claim.
The Customer shall indemnify, and keep indemnified Cortable from and against any losses, claims, damages, liability, and expenses incurred by it as a result of (a) the Customer’s or Authorised User’s breach of the AUP; (b) as a result of any claims that the Customer Data infringes the Intellectual Property Rights of any third party; and/or (d) any claims made against Cortable by Guests which relate to food allergies or food safety issues.
Limitation of Liability
Nothing in this Agreement 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 be limited or excluded by law; or (d) the Customer’s payment obligations. Nothing in this Agreement limits or excludes the liability of the Customer under clause 12.6, in relation to any infringement of Cortable's Intellectual Property Rights, or in respect of a breach of the AUP.
Subject to clause 13.1, neither Party is liable, whether in contract, tort (including negligence) or otherwise, for any: (a) loss of profit, revenue, business, goodwill or anticipated savings, in all cases whether arising directly or indirectly; (b) loss or corruption of data, whether arising directly or indirectly, except to the extent arising directly from a Party’s breach of the DPA; or (c) indirect or consequential loss.
Subject to clauses 13.1,13.2, 13.4 and 13.5, each Party’s total aggregate liability arising out of or in connection with this Agreement shall not exceed an amount equal to the monthly Fees for the Platform paid to Cortable in the 12-month period immediately preceding the first incident giving rise to any claim under the Agreement.
Cortable's aggregate maximum liability (howsoever arising) for any breach or obligation under or connection with the DPA, or clause 12.1 shall not exceed £50,000.
Subject to clause 13.1 Cortable's aggregate liability in respect of any Free or Trial service (and all Support Services provided in connection with the same) (howsoever arising under or in connection with this Agreement) shall not exceed £250.
The Customer is soley responsible for maintaining its own food-safety and health and safety procedures and the Customer shall comply at all times with the relevant food regulations and best practices in relation to food safety issues. The Platform enables the storage and collection of food safety information, some of which is collected from or through third parties, but Cortable does not warrant or guarantee the accuracy of such information and is not liable to the Customer in the event it is inaccurate in any way.
Suspension
Cortable may suspend the Customer’s or an Authorised User’s access, in whole or in part, where: (a) required to comply with law or a regulator; (b) reasonably necessary to protect the security, integrity or availability of the Platform or other customers; (c) there is non-payment of undisputed Fees under clause 6.4; or (d) there is a material breach of clause 2.6, clause 7 or the Acceptable Use Policy.
Cortable will, where practicable, give prior notice of suspension and will limit the scope and duration of suspension to that reasonably necessary, restoring access promptly once the cause is resolved.
Termination
Either Party may terminate this Agreement on notice given in accordance with clause 5.2 (non-renewal).
Either Party may terminate immediately on written notice if the other: (a) commits a material breach that is irremediable or, if remediable, is not remedied within thirty (30) days of written notice; or (b) becomes insolvent, enters administration or liquidation, or ceases to carry on business.
Cortable may terminate immediately on written notice if the Customer repeatedly breaches the Acceptable Use Policy or uses the Platform in a way that exposes Cortable to liability or regulatory action.
Consequences of Termination and Data Return
On expiry or termination: (a) all licences granted under this Agreement end and the Customer must cease using the Platform; and (b) any accrued rights, and clauses intended to survive (including clauses 1, 9, 10,13, 16, 17 and 19), survive.
For a period of thirty (30) days after termination (the “Retrieval Period”), Cortable will make Customer Data available for export in a structured, machine-readable format (via the Cortable Connect export tooling), in JSON and/or CSV.
After the Retrieval Period, Cortable will delete Customer Data within ninety (90) days, and will procure deletion by its sub-processors, save that: (a) Anonymised Data and Usage Data may be retained; and (b) Cortable may retain copies required by law (for example financial records retained for six (6) years) or held in routine backups, which will be deleted on their ordinary cycle and remain subject to the confidentiality and security obligations of this Agreement and the DPA.
Audit
During the Agreement, and for 2 years thereafter, Cortable may audit the Customer’s use of the Platform to ensure that such use is compliant with the terms of the Agreement and that the Customer is complying with the terms of the Agreement.
This Clause 17 shall survive termination or expiry of this Agreement for a period of 36 months.
Force Majeure
Neither Party is liable for any delay or failure to perform (other than payment obligations) caused by a Force Majeure Event, provided it notifies the other and uses reasonable efforts to mitigate. If a Force Majeure Event continues for more than sixty (60) days, either Party may terminate the affected services on written notice.
General
Assignment: neither Party may assign or transfer this Agreement without the other’s consent (not to be unreasonably withheld), save that Cortable may assign to a group company or in connection with a merger, reorganisation or sale of its business.
Subcontracting: Cortable may use subcontractors (including the sub-processors listed in the DPA) but remains responsible for their performance.
Notices: notices must be in writing and sent to the contacts in the Sign Up Document; email is sufficient for routine and operational notices, but notices of breach or termination must also be sent by email marked for the attention of hello@cortable.ai / the Customer’s designated contact.
Entire agreement: this Agreement is the entire agreement between the Parties on its subject matter and supersedes prior discussions; each Party agrees it has not relied on any statement not set out in this Agreement (save for fraud).
Variation: any variation must be in writing and signed by or on behalf of both Parties, save that Cortable may update operational policies (such as the Acceptable Use Policy) and the sub-processor list as provided in those documents. Cortable shall be entitled to update and amend the terms of the AUP, the Support Services and the terms of this Agreement to reflect operational changes in the Platform or to ensure compliance with applicable laws or regulation.
Waiver; severance: no failure or delay is a waiver; if any provision is held invalid, the remainder continues in force and the Parties shall replace the invalid provision with a valid one of similar effect.
No partnership or agency; no third-party rights; this Agreement may be executed in counterparts, including electronically.
Governing Law and Jurisdiction
This Agreement and any dispute arising out of or in connection with it (including non-contractual disputes) are governed by the laws England and Wales.
The Parties submit to the exclusive jurisdiction of the courts of England and Wales,
Schedule 1— Data Processing Agreement
The Data Processing Agreement (provided as the separate document “Cortable — Data Processing Agreement”) is incorporated into and forms part of this Agreement and governs Cortable’s processing of personal data on the Customer’s behalf.
Schedule 2 — Service Levels and Support
Availability commitment
Cortable will use commercially reasonable efforts to make the Platform available with a monthly uptime of at least 99.5% (the “Availability Target”).
Monthly uptime is calculated as: (Total Minutes − Excluded Minutes − Downtime) ÷ (Total Minutes − Excluded Minutes) × 100, where “Total Minutes” is the number of minutes in the calendar month, “Excluded Minutes” covers scheduled maintenance and Force Majeure Events, and “Downtime” is the period the core Platform is unavailable for use.
Support
Cortable provides Support during business hours (09:00–18:00 UK time), Monday to Friday, excluding public holidays, via email and in-app. Target initial response times by severity:
Severity
Description
Target initial response
P1 — Critical
Platform unavailable or a service-affecting outage with no workaround
1 business hour
P2 — High
Major function materially impaired; no reasonable workaround
4 business hours
P3 — Medium
Minor function impaired; workaround available
1 business day
P4 — Low
Question, guidance or cosmetic issue
2 business days
Maintenance
Cortable may perform scheduled maintenance, giving reasonable prior notice where practicable and performing it during off-peak windows. Emergency maintenance may be performed without notice where necessary to protect security or integrity; Cortable will notify the Customer as soon as practicable.