⚠️ DRAFT v0.1 — pending legal review. This document has not yet been reviewed by counsel and may change before formal publication. By using InstaTable, you agree to the terms as published at the time of your access.

Terms of Service

These Terms of Service ("Terms") govern your use of the InstaTable platform as a restaurant operator (tenant). If you are a guest booking a table through a restaurant that uses InstaTable, your relationship is with that restaurant, not with us, and these Terms do not apply to your booking directly — please refer to the restaurant's own terms.

1. Acceptance of these Terms

By creating an InstaTable account, signing in to the operator dashboard, or otherwise using the Services, you confirm that you have read, understood and agreed to these Terms, our Privacy Policy, our Cookie Policy, our Acceptable Use Policy and our Data Processing Addendum, each of which forms part of the agreement between you and us (the "Agreement").

If you are agreeing on behalf of a restaurant or company, you confirm that you have authority to bind that entity to these Terms, and "you" and "your" refer to both you and that entity.

If you do not agree to these Terms, you must not use the Services.

2. Definitions

"We", "us", "our", "InstaTable" — InstaTable Limited (in formation), and its successors and assigns.
"You", "your", "Tenant" — the restaurant business that has registered for the Services.
"Guest" — an end customer who books a table, joins a waitlist, redeems a gift card, or otherwise interacts with a Tenant through the Services.
"Services" — the InstaTable software-as-a-service offering, including the operator dashboard, booking widget, marketing tools, gift cards, payments tools, APIs, and related support.
"Platform" — the InstaTable websites, mobile interfaces, dashboards and APIs.
"Subscription Plan" — the paid plan you have selected (currently Basic and Pro), with pricing and features described on our marketing site.
"Tenant Data" — all data that you, your staff, or your Guests submit to the Services through your account.
"Documentation" — the user guides, in-product help, API references and other materials we make available.

3. Eligibility

You may use the Services only if:

you are at least 18 years old and have full legal capacity to contract;
you are authorised to act for the restaurant you are registering;
the restaurant is a legally registered business in New Zealand or Canada at the time of sign-up (we will expand to additional countries over time and will update these Terms accordingly);
you and your business are not on any sanctions list or otherwise prohibited from receiving software services under applicable law;
you have not been previously suspended from the Services.

We may, at our discretion, decline to provide the Services to any applicant.

4. The Services we provide

Subject to your compliance with the Agreement and payment of fees, we will provide:

an operator dashboard for managing reservations, waitlists, floor plans, guests, staff, marketing and gift cards;
an embeddable booking widget and standalone booking pages;
marketing tools — segmentation, email and (where enabled) SMS / WhatsApp campaigns, automations, suppression-list management;
gift-card tools — staff-issued single-use gift cards, redemption tracking, balance management;
payments tools — initial Cashfree-based subscription billing and gift-card sales; future Stripe Connect integration;
reasonable support by email during normal business hours in New Zealand;
service improvements — new features, performance and security updates as they become available.

We may modify, enhance or remove features in our reasonable discretion. We will give you reasonable advance notice of any material adverse change to a feature you actively use.

5. Subscription plans, billing and renewal

5.1 Plans and pricing. Subscription plans, prices and feature limits are published at instatable.net/pricing. [Pricing details available at instatable.net/pricing.] All prices are stated in New Zealand Dollars (NZD) or Canadian Dollars (CAD) depending on the Tenant's country, exclusive of GST/HST and any other applicable taxes, which will be added at checkout.

5.2 Billing cycle. Subscriptions are billed in advance on a monthly or annual basis, depending on the cycle you select. Fees for the first period are charged when you start your paid subscription. Subsequent periods are charged automatically on the same day of each cycle.

5.3 Automatic renewal. Your subscription renews automatically for further periods of the same length, at the then-current price, until you cancel. We will email you a reminder at least 30 days before any annual renewal, and at least 7 days before any price increase.

5.4 Cancellation. You may cancel at any time from the dashboard. Cancellation takes effect at the end of the current billing period. You will continue to have access to the Services until then.

5.5 No refunds for partial periods. Except where required by consumer law (including the NZ Consumer Guarantees Act 1993 and applicable Canadian provincial consumer legislation), we do not refund fees for partial months or unused features.

5.6 Failed payments. If a payment fails, we will retry and notify you. If payment is not received within 14 days, we may suspend your account. Suspended accounts may be terminated and Tenant Data deleted as described in section 19.

5.7 Taxes. You are responsible for all GST/HST, sales taxes, withholding taxes, and similar levies, other than taxes on our net income.

6. Free trial

We may offer a free trial of the Pro plan for up to 14 days to new Tenants. At the end of the trial, your account will convert to the paid Pro plan unless you downgrade or cancel. Trials are limited to one per restaurant. We may modify or discontinue trials at any time.

7. Your responsibilities

You agree that you will:

provide accurate, current and complete information when registering and keep it up to date;
keep your account credentials confidential and not share logins (each staff user should have their own account);
use the Services only for lawful purposes and in accordance with these Terms, the Acceptable Use Policy, and all applicable laws including consumer-protection, food-safety, anti-spam and privacy laws;
obtain all consents and provide all notices required for you to collect, store and use Guest information through the Services, including marketing consents required by NZ UEMA and Canada CASL;
only send marketing messages to Guests who have given valid, evidenced consent, and to honour unsubscribe and STOP requests within the timeframes required by law;
honour every gift card and booking that the Services indicate is valid, subject to your stated policies and applicable consumer law;
process refunds, credit-card chargebacks and disputes promptly and in accordance with your published policies and applicable consumer law;
comply with all food safety, alcohol licensing, employment, health-and-safety and other laws applicable to your restaurant business — these matters are entirely your responsibility and outside the scope of the Services;
promptly notify us at security@instatable.net of any suspected unauthorised access to your account.

You are responsible for the actions of your staff and any other person you allow to use your account.

8. Tenant Data and data protection

8.1 Ownership. As between you and us, you own all rights in your Tenant Data. We claim no ownership of Tenant Data.

8.2 Licence to us. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, modify (e.g. format conversion), back up and otherwise process Tenant Data solely to provide and improve the Services, prevent abuse, and comply with law.

8.3 You are the controller of Guest data. You determine what Guest information to collect, what marketing to send, and how long to retain Guest data. We act as your processor / service provider for that data under our Data Processing Addendum, which is incorporated into these Terms by reference.

8.4 Aggregated data. We may compile aggregated, de-identified statistics from the use of the Services (for example, average no-show rates by city). We may use such aggregated data for any lawful purpose, provided it cannot reasonably identify you, any Guest or any other person.

9. Marketing credits

9.1 The Pro plan includes 500 free marketing email credits per month. Free credits are valid only for the calendar month in which they are issued and do not roll over.

9.2 Paid credits purchased in top-up packs never expire and are consumed before free credits in any given send.

9.3 SMS and WhatsApp credits, where available, are priced separately and consumed per message.

9.4 We do not guarantee message deliverability or open rates. Deliverability depends on factors including recipient mail-server policies, content, sender reputation, and Guest engagement.

9.5 Marketing credits have no cash value, are non-transferable between Tenants, and are non-refundable except where required by law.

10. Gift cards

10.1 Gift cards issued through the Services are staff-issued, single-use instruments redeemable only with the restaurant that issued them.

10.2 You are responsible for honouring redemption of valid gift cards in accordance with the terms you publish to your Guests and applicable consumer law (including any rules on minimum expiry periods).

10.3 If a gift card expires unredeemed, the proceeds are kept by you, subject to applicable consumer-protection and unclaimed-property rules in your jurisdiction.

10.4 You are responsible for collecting, remitting and reporting any sales tax, GST/HST or similar applicable to gift-card sales and redemptions.

10.5 We do not act as the issuer of value or as a deposit-taker. We provide tooling only.

11. Payment processing

11.1 We use Cashfree as our initial payment processor for subscription billing and, where enabled, gift-card sales. A future release will support Stripe Connect for direct restaurant payouts.

11.2 By using the payment features you authorise us, and our payment processors, to charge your nominated payment method for fees due under your Subscription Plan, plus applicable taxes.

11.3 The payment processor's own terms and privacy policy apply to its processing of your card data. We do not store full card numbers.

11.4 Chargebacks initiated by you on legitimate subscription charges may, in our discretion, result in suspension of the Services pending resolution.

12. Acceptable use

You must comply with our Acceptable Use Policy. In summary, you must not use the Services to send spam, marketing without proper consent, adult or illegal content, malware, or to harass any person, infringe intellectual-property rights, scrape data, reverse-engineer the Platform, or impair its performance. Breach of the Acceptable Use Policy is a material breach of these Terms.

13. Intellectual property

13.1 Our IP. The InstaTable Platform, including all software, designs, content, trade marks and documentation, is owned by us or our licensors. Subject to your compliance with the Agreement and payment of fees, we grant you a non-exclusive, non-transferable, revocable licence to access and use the Services during the term, solely for your internal restaurant operations.

13.2 Restrictions. You must not (a) copy, modify, reverse-engineer, decompile or create derivative works of the Platform; (b) sub-licence, resell, rent or otherwise commercialise access to the Services; (c) remove or alter any proprietary notices; (d) use the Services to build a competing product.

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

14. Confidentiality

Each party will keep the other's non-public information confidential, use it only to perform under the Agreement, and protect it with at least the standard of care it uses for its own confidential information (and at least reasonable care). Confidential information does not include information that is public, lawfully received from a third party without restriction, or independently developed. Either party may disclose Confidential Information if required by law, subject to giving the other party reasonable notice where lawful.

15. Disclaimers

15.1 The Services are provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement.

15.2 We do not warrant that the Services will be uninterrupted, error-free, or that all defects will be corrected. We may schedule maintenance windows and respond to incidents in accordance with our normal operations.

15.3 The Services integrate with third-party services (e.g. Supabase, Vercel, Brevo, Resend, Cashfree, Google, Meta, Twilio). Those services are governed by their own terms. We are not responsible for outages, errors or changes in third-party services.

15.4 Consumer law. Nothing in these Terms excludes, restricts or modifies any non-excludable consumer guarantee under the NZ Consumer Guarantees Act 1993 or applicable Canadian provincial consumer law. Where consumer guarantees apply and we breach them, our liability is limited to the maximum extent permitted by that legislation.

16. Limitation of liability

16.1 To the maximum extent permitted by law:

No indirect damages. Neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, goodwill, data, business opportunity or anticipated savings, even if advised of the possibility.
Liability cap. Each party's total aggregate liability arising out of or related to the Agreement will not exceed the fees you paid to us in the 12 months immediately preceding the event giving rise to the claim (or, where the claim arises in the first 12 months, the fees you would have paid in those 12 months at your then-current plan rate).

16.2 The limitations in 16.1 do not apply to (a) your obligation to pay fees; (b) breaches of confidentiality; (c) indemnification obligations; or (d) liability that cannot be limited by law.

17. Indemnification

You agree to defend, indemnify and hold us harmless from and against any third-party claim, demand, action, loss, damage or expense (including reasonable legal fees) arising from or relating to:

your Tenant Data, including Guest data you collect through the Services;
any marketing message you send (or cause to be sent) through the Services;
any gift card you issue or redemption you refuse;
your breach of the Agreement, the Acceptable Use Policy or applicable law;
any dispute between you and a Guest, supplier, employee, or regulator.

We may, at our option, assume exclusive defence and control of any indemnified claim, in which case you will cooperate at our reasonable request.

18. Suspension

We may suspend your access to the Services, in whole or in part, if:

a payment is overdue;
we reasonably believe you have materially breached the Agreement or the Acceptable Use Policy;
continued provision of the Services would expose us, you, or any Guest, to material risk (including security, legal or reputational risk);
a court, regulator or law enforcement authority directs us to.

Where reasonably practicable, we will give you notice and a chance to cure before suspending. We may suspend immediately where required to protect the Platform, other Tenants, Guests or any third party.

19. Term and termination

19.1 The Agreement starts when you create your account and continues until terminated.

19.2 You may terminate at any time by cancelling your subscription and closing your account.

19.3 We may terminate for cause on 30 days' written notice of a material breach you do not cure, immediately if cure is not possible, or immediately on insolvency events. We may terminate for convenience on 60 days' written notice.

19.4 Effect of termination. On termination:

your right to access the Services ends;
you remain liable for fees accrued before termination;
for 30 days after termination, you may request export of Tenant Data in a commonly used machine-readable format. After that period, we may delete Tenant Data from production systems, subject to our retention of backups for up to a further 30 days and any longer retention required by law;
sections that by their nature should survive (including Tenant Data ownership, IP, confidentiality, disclaimers, limitation of liability, indemnities, governing law and dispute resolution) will survive.

20. Governing law and dispute resolution

20.1 If your restaurant is in New Zealand, the Agreement is governed by the laws of New Zealand and the parties submit to the exclusive jurisdiction of the New Zealand courts in Auckland.

20.2 If your restaurant is in Canada, the Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, and the parties submit to the exclusive jurisdiction of the courts of Ontario in Toronto. Tenants in Québec may rely on any non-waivable protections of Québec law.

20.3 Before commencing court proceedings, the parties will attempt in good faith to resolve any dispute by senior-management discussion for 30 days. Nothing in this clause prevents either party from seeking urgent equitable relief.

21. Changes to these Terms

We may change these Terms from time to time. For changes that are not material (e.g. typographical, clarifying, or reflecting new features), we may post the updated Terms with a new effective date. For material changes, we will give you at least 30 days' notice by email and an in-product banner. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms. If you do not agree, you may cancel before the change takes effect.

22. Notices

Notices to you may be sent by email to the address associated with your account, or posted in the dashboard. Notices to us must be sent to legal@instatable.net.

23. General

Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes prior agreements.
Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
No waiver. Failure to enforce a right is not a waiver of that right.
Assignment. You may not assign the Agreement without our prior written consent. We may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
Independent contractors. The parties are independent contractors; nothing creates a partnership, joint venture, employment or agency relationship.
Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
Subcontractors. We may use subcontractors and sub-processors. We remain responsible for their acts and omissions in performing under the Agreement.

24. Contact

Questions about these Terms should be sent to legal@instatable.net.