This Café Partner Agreement ("Agreement") is between Queshot Pty Ltd (ACN 699 051 744, ABN 12 699 051 744) ("Queshot", "we", "us") and the business that registers a café on Queshot ("you", "the Café"). By registering a café, ticking "I agree", or listing on or accepting orders through Queshot, you agree to this Agreement. If you are agreeing on behalf of a business, you confirm you are authorised to bind it.
Café Content means your business name, logo, menu, item descriptions, pricing, photos and hours. Customer means a person who orders through Queshot. Fees means the commission and subscription fees in clause 8. Platform means the Queshot app, café dashboard and related services. Stripe means Stripe Payments Australia Pty Ltd. Other terms have the meaning given to them in the body of this Agreement.
technology platform and your agent for collecting payment** — we are not the seller, producer or supplier of your items, and we do not take title to them.
Australian Consumer Law, and for the quality, safety, hygiene, preparation, storage, temperature control, accuracy, labelling and description of those items, including all allergen and dietary information. As between you and Queshot, you are responsible and liable for the food, drink and other items you supply and for any claim, loss, illness, injury or damage arising from them — including food safety, contamination, foreign objects, allergens, or an item being unsafe, faulty or not as described — except to the extent the claim or loss is caused by Queshot's own act or omission. Nothing in this clause makes you responsible for, or requires you to indemnify Queshot against, liability for Queshot's own negligence or its own misleading or deceptive conduct. This allocation operates as between you and Queshot and does not limit any right a Customer has directly, whether against you or against Queshot, under the Australian Consumer Law.
between us, except that you appoint us as your limited agent to collect payment and (where applicable) issue tax invoices and recipient-created tax invoices on your behalf as described in clause 11.
We grant you a non-exclusive, non-transferable, revocable licence to access and use the Platform to list your café, receive and manage orders, and access your dashboard, for the term of this Agreement. You grant us a non-exclusive, revocable licence to use your Café Content solely to operate, display and promote your café on the Platform; this licence ends when this Agreement ends (we may retain copies in backups for a reasonable period and may keep de-identified or aggregated data as described in clause 16).
This Agreement starts when you register and continues until terminated under clause 20. Essential and Premium plans include a 30-day free trial (once per café). Before a trial converts to a paid plan, we will give you notice; you may cancel before the trial ends at no cost. After conversion, the plan fee applies for each billing period until you change or cancel your plan.
You will provide accurate Café Content and complete identity and payment onboarding with Stripe (Stripe Connect Express). You must accept the Stripe Connected Account Agreement before you can take payments; Stripe's terms govern Stripe's services, and you are responsible for complying with them, including Stripe's list of prohibited and restricted businesses. We may verify your details and may delay or decline activation where onboarding or verification is incomplete.
Insurance attestation. As part of onboarding, and as a condition of activation, you must confirm — by ticking the insurance attestation — that the business holds current public liability and product liability insurance appropriate to a food business, and you warrant that this is true when you accept this Agreement. You must keep that insurance current for the term and notify Queshot promptly if it lapses, is cancelled or materially changes. The individual who accepts this Agreement warrants that they are authorised to bind the business and that the insurance attestation is accurate and complete. If the business's attestation is or becomes untrue, that is a material breach: as between you and Queshot, responsibility and liability for any claim the insurance would have covered rests with you, and you indemnify Queshot for it under clause 17. Nothing in this Agreement limits any right or remedy Queshot has at law against a person who accepts this Agreement without authority, or who makes a statement they know to be false — including for breach of warranty of authority or for fraud. We may ask for evidence of cover at any time and may suspend or decline activation until cover is confirmed.
You will:
information** is correct;
(and at least as quickly as comparable in-store orders);
Standards Code**, food safety, health and licensing requirements;
including at minimum public liability insurance of at least AUD $10 million and product liability insurance appropriate to a food business, each with a licensed insurer. If the monthly order value you process through Queshot at a venue reaches AUD $10,000, you must increase public liability cover for that venue to at least AUD $20 million within a reasonable time of our written request; for higher-turnover venues we may require a higher amount of cover on reasonable written notice. On reasonable request you will provide a certificate of currency and use reasonable endeavours to have Queshot noted as an interested party on the relevant policy;
it only at a level that is lawful, justifiable and not excessive, and accept that Queshot discloses the surcharge to Customers before they order on your behalf; the surcharge is your charge on your goods (Queshot's commission applies to it as it does to your item prices), and you are responsible for it and any GST on it; and
We will make the Platform available with reasonable care and skill and provide reasonable support. We may modify, add or remove Platform features, and may carry out maintenance; where a change materially reduces the core functionality you rely on, we will give you reasonable notice. We do not warrant the Platform will be uninterrupted or error-free, subject to the consumer guarantees that apply to us under clause 19.
Queshot may provide operational tools to help you run your business — for example rostering and staff scheduling, labour-cost estimates, overwork and rest-break flags, analytics and similar features (together, the "Business Tools").
industrial-relations, work-health-and-safety, tax or accounting advice, and they are not a determination of your obligations under any law or industrial instrument.
Fair Work Act 2009 (Cth) and any applicable modern award, enterprise agreement or industrial instrument — including minimum wages, penalty and overtime rates, allowances, breaks and record-keeping — and for correctly setting any rate, rule or default the Business Tools use. Any roster, figure, flag, rate or default a Business Tool shows is an estimate or aid only; you must independently verify it before relying on it, and any award rate or pay rule you select or enter is your responsibility.
labour-cost total or default in the Business Tools as a statement of your legal obligations; that you have made and will make your own independent verification and inquiries (including as to the correct award, rates and entitlements); and that Queshot makes no representation that any Business Tool output is accurate for, or compliant with, your award, the Fair Work Act or any other law. This acknowledgement does not operate to exclude any right that cannot lawfully be excluded.
are solely responsible for engaging, directing, supervising and paying them, for their work-health-and-safety, and for a safe workplace. Queshot is not your staff's employer and is not a PCBU with management or control of your workplace or workers; it provides the Business Tools only as aids.
excluded, Queshot is not liable for any loss, cost, charge, fine, penalty, underpayment, back-pay, claim or dispute arising from your use of, reliance on, or configuration of the Business Tools, or from your business or employment decisions — except to the extent the loss is caused by a defect in the Business Tools resulting from Queshot's own failure to supply them with due care and skill**. Nothing in this clause excludes liability we cannot lawfully exclude, including our obligation to supply the Platform with due care and skill under clause 19.
Some Platform features create records of your staff's work — for example rostering and shift swaps, timesheets, task completion (including any photo evidence or temperature entries a staff member submits), and a history of changes to your café's settings that records which signed-in account made each change (together, "Staff Activity Records").
rosters, approve timesheets, check tasks are done — and so the Platform can be operated, secured and supported. We handle any personal information in them in accordance with our Privacy Policy.
staff-facing features you use and what records they create, and for giving any notice, carrying out any consultation, and adopting and communicating any policy that applicable workplace-surveillance and privacy laws require before you start using those features. For example, the *Workplace Surveillance Act 2005* (NSW) and the *Workplace Privacy Act 2011* (ACT) generally require at least 14 days' written notice to existing staff — and notice to a new staff member before they start work — before workplace monitoring begins.
you must use staff-facing features consistently with your obligations as an employer, including under the *Fair Work Act 2009* (Cth) and applicable work-health-and-safety laws.
which you may adapt as part of meeting these obligations; any such text is an aid only, is not legal advice, and using it does not by itself ensure your compliance.
analytics.
tools and advanced analytics.
will provide a tax invoice. (If Queshot is not yet registered for GST, no GST is charged on our Fees; we will notify you before that changes.)
billed each billing period.
will give you at least 30 days' written notice, and you may cancel the affected plan or this Agreement without penalty before the change takes effect. Your continued use after the effective date means you accept the change.
flow (a hold is placed when the order is made and captured when you accept it).
applicable Fees** and any amounts properly deducted under clause 10.
for example, to cover a confirmed refund, chargeback or fraud relating to that amount — and we will tell you the reason and the amount, and release it promptly once resolved. We will not withhold payouts generally or without a stated, legitimate reason.
example, an incorrect, missing, unsafe or not-as-described order, or your failure to fulfil an accepted order. We are responsible for matters within our control (such as a Platform error on our side).
Stripe balance, limited to the amount actually refunded or charged back plus any directly associated fee imposed on us, with notice to you.
process in clause 22. We will not treat your acceptance of a payout statement as agreement that you are responsible for a disputed amount unless you have had a fair opportunity to dispute it.
final decision on whether, and how much, to refund a Customer through the Platform. The cost of that refund is then allocated between you and Queshot under this clause 10. Queshot will act reasonably and will not allocate a refund cost to you for matters outside your control; if you believe a cost allocation is wrong, you may dispute the allocation** (not the refund already given to the Customer) under clause 22.
You warrant that the ABN and GST-registration status you give us are correct and that you will tell us if they change. You appoint Queshot as your agent to issue tax invoices (and, where you and we are both registered for GST and agree in writing, recipient-created tax invoices) to Customers and to you on your behalf for the items you sell, showing your ABN. Where we issue recipient-created tax invoices, you agree not to issue tax invoices for those supplies, and each of us must notify the other if we cease to be registered for GST. You are responsible for your own tax obligations on your sales.
Plan features — including Kerbside, geofencing/auto-order, loyalty, marketing tools and analytics — are enabled according to your plan tier and are managed by us; they are not separately self-editable. Upgrading or downgrading your plan changes the features available to you from the start of the applicable billing period.
You may run promotions through the tools available on your plan. Any promotion you offer is your offer to Customers and must be lawful, accurate and honoured by you. Where we run platform-wide marketing that features your café, we will do so reasonably and consistently with this Agreement.
Each party warrants that it has the authority to enter into this Agreement and will comply with applicable laws. You warrant that your Café Content is accurate and does not infringe any third party's rights, and that you hold the rights and approvals needed to sell your items.
Each party retains ownership of its own intellectual property. You licence your Café Content to us only as set out in clause 3. We own the Platform and our branding; you must not copy, modify, reverse-engineer or create derivative works of the Platform except as permitted by law.
Privacy Principles. You must do the same for any Customer personal information you receive through the Platform, and use it only to fulfil orders and meet your legal obligations — not for your own unrelated marketing without the Customer's consent.
Platform; this data does not identify you or your Customers.
configuration — the setting changed, its previous and new values, when the change was made, and which signed-in account made it (that may be a member of your staff, or Queshot support or an administrator acting on your account). We use this history to operate, secure and support the Platform (for example, to resolve a question about what a setting was at a given time) and as described below.
configuration-history, rostering and other operational records — to build and improve forecasting and optimisation models that make the Platform work better for cafés and Customers (for example demand prediction, preparation timing and scheduling suggestions).
contains personal information, we delete or de-identify it in accordance with our Privacy Policy and the Australian Privacy Principles (keeping only backups for a reasonable period and records the law requires us to keep). We may retain de-identified data — with identifiers for you, your café, your staff and your Customers removed, so it no longer identifies any individual or your business — and any de-identified data we retain this way is used solely to build and improve Queshot's own forecasting and optimisation models as described above. We do not sell this data, we do not disclose it for third-party advertising, and we honour deletion requests as described in the Privacy Policy.
Each party (the indemnifying party) will indemnify the other for loss the other reasonably incurs to the extent it is caused by the indemnifying party's breach of this Agreement, negligence, or unlawful or wrongful act. In your case this includes claims arising from your items (including food safety, allergens, illness, injury or contamination); your Café Content (including any claim that it is defamatory, infringes a third party's intellectual property or other rights, or is false or misleading); your use of the Business Tools (clause 7A); an untrue insurance attestation (clause 5); and your breach of clause 6. Neither party is liable to indemnify the other for loss to the extent the other caused or could reasonably have avoided it. Each party must take reasonable steps to mitigate its loss.
Conduct of claims. If a third party makes a claim that may be covered by an indemnity in this clause, the party seeking to be indemnified will notify the other promptly in writing; will not admit, settle or compromise the claim without the other's prior written consent (not to be unreasonably withheld or delayed); will allow the indemnifying party to assume conduct of the defence and settlement of the claim using legal advisers of its choice, with the indemnified party's reasonable assistance and access to relevant information; and will take reasonable steps to preserve any right of recovery under insurance. The indemnifying party will keep the other reasonably informed and will not settle a claim in a way that imposes an unindemnified obligation on the other without its consent.
Subject to clause 19 and the rights that cannot be excluded under the Australian Consumer Law, and to the maximum extent permitted by law:
revenue, goodwill or data; and
limited to the total Fees paid or payable under this Agreement in the 12 months before the event giving rise to the liability.
These limits do not apply to: (a) either party's liability for fraud or wilful misconduct; (b) amounts payable under clauses 9–11; and (c) your indemnity under clause 17 for third-party claims for food safety, allergens, illness, injury or contamination, and for an untrue insurance attestation under clause 5. For all other liability — including under clause 7A and for breach of clause 6 — the cap and the exclusion of indirect and consequential loss in this clause apply equally to both parties.
Where you acquire services from us as a "consumer" under the Australian Consumer Law, those services come with guarantees that cannot be excluded. Nothing in this Agreement excludes, restricts or modifies those guarantees or any other right or remedy that cannot lawfully be excluded; where we are permitted to limit our liability for breach of such a guarantee, our liability is limited (at our option) to re-supplying the services or paying the cost of having them re-supplied.
Agreement (including food-safety or fulfilment failures), fraud, unlawful conduct, or a risk to Customers, us or the Platform. Where practicable we will give you notice and a reasonable opportunity to fix the problem before suspending or terminating; where the risk is serious or urgent we may act immediately and tell you why.
remedy within a reasonable time after notice.
On termination: your listing is removed and your licence to use the Platform ends; we will make a final payout of amounts owed to you (less amounts properly deducted) on the next normal cycle; you can request an export of your data for a reasonable period; personal information is deleted or de-identified, and de-identified data may be retained, as described in clause 16 and our Privacy Policy; and clauses that by their nature should survive (including 10, 11, 15–19, 22, 23) survive.
Except where this clause says otherwise, the parties will follow these steps to resolve any dispute about this Agreement before starting court proceedings:
1. Notice and negotiation. The party raising the dispute gives the other written notice describing it (contact support@queshot.com). The parties will then try in good faith to resolve it by discussion within 10 business days of that notice. 2. Mediation. If the dispute is not resolved by negotiation, either party may refer it to mediation by giving the other written notice requiring mediation (the date of that notice is the referral date), and the parties must attempt mediation before starting court proceedings. The mediation will be held in Victoria and conducted by a mediator the parties agree on or, failing agreement within 5 business days, a mediator appointed on the application of either party by the Resolution Institute under the Resolution Institute Mediation Rules; if the Resolution Institute is unable or unwilling to appoint, by the Law Institute of Victoria under its mediation rules. The parties share the mediator's fee equally and each bears its own costs of attending. 3. Court. If the dispute is not resolved within 30 days after the referral date (or a longer period the parties agree in writing), either party may start court proceedings.
Nothing in this clause prevents a party from seeking urgent interlocutory or injunctive relief, from recovering an undisputed debt, from commencing proceedings to preserve a limitation period (in which case that party will consent to a stay of those proceedings pending completion of the steps in this clause), or from exercising a right of suspension or termination under this Agreement, and nothing in it limits, delays or requires a party to give up any right or remedy that cannot lawfully be restricted (including under the Australian Consumer Law).
the non-exclusive jurisdiction of its courts.
your obligations or costs), and you may terminate without penalty before the change takes effect; continued use after the effective date is acceptance.
withheld), except we may assign or novate to a related body corporate or in connection with a sale of our business where your rights are not adversely affected.
beyond its reasonable control.
agreement between the parties about its subject matter; if a term is unenforceable it is severed; a failure to enforce a term is not a waiver. This clause does not exclude liability for misleading or deceptive conduct.
Contact: support@queshot.com