Venue Partner Agreement

This Venue 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 venue on Queshot ("you", "the Venue"). By registering a venue, 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.

1. Definitions

Venue 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, venue 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.

2. Nature of our relationship

• You are the seller and merchant of record of the food, drinks and other items you list. Queshot is a 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.
• As the seller, you are responsible for the consumer guarantees that apply to your items under the 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.
• We are independent contractors. Nothing in this Agreement creates a partnership, employment, or joint venture 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.

3. Licence and platform access

We grant you a non-exclusive, non-transferable, revocable licence to access and use the Platform to list your venue, 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 Venue Content solely to operate, display and promote your venue 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).

4. Term and free trial

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 venue). 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.

5. Onboarding and set-up

You will provide accurate Venue 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.

6. Your obligations

You will:

• keep your menu, pricing, availability and hours accurate and up to date, and ensure item and allergen information is correct;
• monitor your dashboard during your open hours and accept and fulfil orders within a reasonable time (and at least as quickly as comparable in-store orders);
• comply with all laws applicable to your business, including the Food Standards Australia New Zealand Food Standards Code, food safety, health and licensing requirements;
• hold and keep current the licences, registrations and insurances appropriate to a food business - 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 trading location reaches AUD $10,000, you must increase public liability cover for that location to at least AUD $20 million within a reasonable time of our written request; for higher-turnover locations 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;
• if you use the time-based surcharge feature (for example a weekend or public-holiday surcharge), set 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
• deal with Customers fairly and not do anything that misleads them or damages the Platform's reputation.

7. Our obligations and service levels

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.

7A. Platform operational tools - advisory only

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").

• The Business Tools are general aids, not advice. They are not legal, employment, 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.
• You are solely responsible for your own business and employment decisions, including compliance with the 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.
• You acknowledge that you have not relied on any roster, rate, penalty or overtime figure, flag, 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.
• You are the employer and the person conducting the business or undertaking (PCBU) for your staff, and you 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.
• To the maximum extent permitted by law, and subject to clause 19 and the consumer guarantees that cannot be 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.

7B. Staff-facing features - records and your notice obligations to your staff

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 venue's settings that records which signed-in account made each change (together, "Staff Activity Records").

• Why these records exist. Staff Activity Records are created so you can run your business - build 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.
• You must tell your staff. As the employer, you are responsible for telling your staff which 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.
• Lawful use only. You must not use the Platform to monitor staff in a way the law prohibits, and 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.
• We may provide plain-language notice text describing the Staff Activity Records the Platform keeps, 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.

8. Fees, plans and commission

• Plans (each with all features bundled at that tier - there are no separate add-ons):
  • Starter - free; 15% commission per order.
  • Essential - $110 per month incl. GST ($100 + $10 GST) + 7% commission; includes Kerbside, geofencing/auto-order and basic analytics.
  • Premium - $275 per month incl. GST ($250 + $25 GST) + 0% commission; includes everything in Essential plus loyalty, marketing tools and advanced analytics.
• Fees are stated in Australian dollars. Plan and add-on fees are stated exclusive of GST and GST is added on the invoice; commission is inclusive of GST. We will provide a tax invoice.
• We deduct commission from the order amount before remitting your payout (clause 9). Subscription fees are billed each billing period.
• Changing Fees. We may change Fees or introduce new fees, but for any change that increases your costs we 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.

9. Payments and payouts

• Customers pay through Stripe at the time of order; we facilitate payment as your agent using a manual-capture flow (a hold is placed when the order is made and captured when you accept it).
• We remit to your connected Stripe account, on a weekly schedule, the order amounts you are owed less the applicable Fees and any amounts properly deducted under clause 10.
• We may place a reasonable, temporary hold on a specific payout amount only where we reasonably need to - 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.

10. Refunds, reversals and chargebacks

• You are responsible for refunds, reversals and chargebacks arising from matters within your control - for 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).
• Where a refund or chargeback is your responsibility, we may recover the amount from your payouts or your Stripe balance, limited to the amount actually refunded or charged back plus any directly associated fee imposed on us, with notice to you.
• If you dispute responsibility, you may raise it with us and we will deal with it in good faith through the 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.
• Queshot's final determination. So that Customer disputes are resolved promptly, Queshot may make the 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.

11. GST and tax invoices

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.

12. Entitlements and features

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.

13. Promotions and marketing

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 venue, we will do so reasonably and consistently with this Agreement.

14. Representations and warranties

Each party warrants that it has the authority to enter into this Agreement and will comply with applicable laws. You warrant that your Venue 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.

15. Intellectual property

Each party retains ownership of its own intellectual property. You licence your Venue 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.

16. Confidentiality and data

• Each party will keep the other's confidential information confidential and use it only for this Agreement.
• We handle personal information in accordance with our Privacy Policy and the Australian 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.
• We may use aggregated and de-identified data about Platform activity to operate, secure and improve the Platform; this data does not identify you or your Customers.
• Configuration history. The Platform keeps a history of changes made to your venue's settings and 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.
• Forecasting and optimisation models. We may use records of Platform activity - including order, configuration-history, rostering and other operational records - to build and improve forecasting and optimisation models that make the Platform work better for venues and Customers (for example demand prediction, preparation timing and scheduling suggestions).
• De-identified retention. When this Agreement ends, or when we no longer need a record that 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 venue, 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.

17. Indemnity

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 Venue 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.

18. Limitation of liability

Subject to clause 19 and the rights that cannot be excluded under the Australian Consumer Law, and to the maximum extent permitted by law:

• neither party is liable to the other for any indirect, consequential or special loss, or loss of profits, revenue, goodwill or data; and
• each party's total aggregate liability to the other arising out of or in connection with this Agreement is 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.

19. Australian Consumer Law

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.

20. Suspension and termination

• Either party may terminate for convenience on 30 days' written notice.
• We may suspend or terminate your access for cause - for example, a serious or repeated breach of this 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.
• Either party may terminate immediately if the other becomes insolvent or commits a material breach it does not remedy within a reasonable time after notice.

21. Consequences of termination

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.

22. Dispute resolution - negotiation then mediation before court

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).

23. General

• Governing law. This Agreement is governed by the laws of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of its courts.
• Variation. We may vary this Agreement on reasonable notice (at least 30 days for changes that increase your obligations or costs), and you may terminate without penalty before the change takes effect; continued use after the effective date is acceptance.
• Assignment. Neither party may assign this Agreement without the other's consent (not to be unreasonably 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.
• Notices may be given in-dashboard, by email, or in writing.
• Force majeure. Neither party is liable for failure to perform (other than to pay money) caused by events beyond its reasonable control.
• Entire agreement / severability / waiver. This Agreement (with the documents it refers to) is the entire 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