This Restomer Client Service Agreement (the "Agreement") is intended to be completed and signed by Restomer and the restaurant client identified below. It should be reviewed by qualified legal counsel before signature and adapted to the restaurant's jurisdiction, commercial terms, and services selected.
1. Parties and order details
Provider: Restomer [insert legal entity name and address]
Client: [insert restaurant legal name, trading name, legal address, and registration details]
Effective date: [insert date]
Term: [monthly / annual / fixed term]
Fees and payment terms: [insert subscription, setup, custom work, payment due date, taxes, and renewal terms]
Governing law: [insert province, state, or country]
The parties agree as follows.
2. Services
Restomer will provide the services described in the applicable proposal, order form, invoice, subscription selection, or statement of work. Services may include a hosted restaurant website, menu management, online ordering, deals, cart, checkout, customer accounts, loyalty, promotions, staff tools, order management, analytics, custom domain support, delivery integrations, payment integrations, email communications, and technical support.
The services are provided as a technology platform. Features, third-party integrations, and delivery or payment capabilities may vary by location, provider availability, configuration, regulatory requirements, and the Client's selected services.
3. Launch, implementation, and Client cooperation
The Client will provide timely, accurate, and complete information, materials, approvals, and access reasonably required for implementation. This includes legal business name, contact information, menu data, prices, taxes, hours, locations, brand assets, images, descriptions, allergen information, policy content, delivery settings, social links, domain information, payment onboarding information, and authorized contacts.
Restomer may rely on Client-provided information without independently verifying it. Implementation timelines are estimates and depend on Client responsiveness, content quality, payment-provider onboarding, domain and DNS changes, third-party approvals, and factors outside Restomer's control.
4. Client responsibilities
The Client is solely responsible for its restaurant operations and all obligations to its customers, staff, vendors, regulators, and other third parties. This includes:
- Food quality, food safety, ingredients, allergens, dietary claims, packaging, preparation, pickup, delivery, and compliance with food-service laws and permits
- Menu accuracy, prices, taxes, fees, promotions, rewards, discounts, availability, refunds, cancellations, customer service, and consumer-protection obligations
- The restaurant's customer-facing privacy policy, terms, refund policy, delivery policy, accessibility commitments, marketing consent, unsubscribe practices, and privacy-law compliance
- Staff hiring, training, supervision, access permissions, device security, and use of the staff and administrator tools
- Ownership or authorization to use all names, logos, images, videos, menu content, trademarks, reviews, data, and other materials provided to Restomer
- Domain ownership, DNS configuration, third-party credentials, external links, analytics configurations, and required approvals for payment and delivery providers
- Compliance with all applicable laws, taxes, licensing, permits, anti-spam rules, privacy requirements, accessibility requirements, employment obligations, and industry standards
The Client will promptly notify Restomer of material errors, security incidents, legal claims, regulatory inquiries, or third-party restrictions that may affect the services.
5. Customer relationship and order fulfillment
All customer food and beverage orders are contracts between the Client and the customer. The Client is the merchant and is solely responsible for accepting, preparing, fulfilling, cancelling, refunding, supporting, and resolving disputes about those orders.
Restomer may provide technical workflows, order status, notifications, receipts, and records on the Client's behalf. Restomer is not the seller of restaurant food or beverages, does not control restaurant inventory or preparation, and is not responsible for food quality, allergy issues, delivery performance, refunds, chargebacks, or customer disputes except to the extent directly caused by Restomer's breach of this Agreement.
6. Payment processing and Stripe Connect
Where Stripe Connect or another payment provider is used, the Client must accurately complete all onboarding, verification, and compliance requirements. The Client authorizes Restomer to facilitate technical activity reasonably necessary to provide the selected payment integration, subject to the payment provider's terms.
Stripe and other payment providers are independent third parties. They control payment approval, risk reviews, account restrictions, reserves, payouts, disputes, chargebacks, refunds, payment methods, and compliance decisions. The Client must read and comply with the provider's agreements. Restomer does not store full payment-card numbers or CVV or CVC codes and does not take custody of restaurant funds unless expressly agreed in writing.
The Client is responsible for payment disputes, customer receipts, refunds, taxes, fees, and all obligations connected with its sales. The Client will provide all notices and obtain all consents necessary for payment providers and Restomer to lawfully process personal information required for the service.
7. Delivery and third-party services
Restomer may connect the Client to delivery, courier, geocoding, mapping, email, domain, analytics, authentication, or other third-party services. These providers are independent and governed by their own terms, policies, pricing, coverage, and operational decisions.
The Client is responsible for confirming that each integration is suitable for its business, reviewing fees and quotes, maintaining required accounts and credentials, complying with provider terms, and communicating accurate delivery, refund, and privacy practices to customers. Restomer does not guarantee third-party availability, delivery coverage, dispatch, driver performance, provider pricing, or provider decisions.
8. Fees, invoices, and taxes
The Client will pay the fees described in the applicable proposal, order form, invoice, or subscription selection. Unless otherwise stated in writing, fees are due in advance and are non-refundable except where required by law or expressly agreed in writing.
Unless expressly agreed in writing, Restomer does not charge a commission, percentage, or revenue share on the Client's food-order sales. The Client remains responsible for all taxes, duties, levies, payment-provider charges, delivery-provider charges, and governmental assessments related to its business and use of the services, excluding taxes based on Restomer's net income.
Restomer may suspend service for overdue undisputed amounts after providing reasonable notice. The Client is responsible for reasonable costs of collecting overdue amounts where permitted by law.
9. Client content and intellectual property
The Client retains ownership of Client content. The Client grants Restomer a non-exclusive, worldwide, royalty-free right to host, reproduce, format, resize, optimize, cache, back up, display, transmit, and otherwise process Client content solely to provide, secure, support, and improve the services.
The Client represents and warrants that it has all rights, permissions, releases, and consents required for the content it supplies and for Restomer to use that content as permitted by this Agreement. The Client will not provide infringing, unlawful, misleading, defamatory, or harmful content.
Restomer retains all rights in its platform, software, templates, workflows, documentation, designs, methods, trademarks, and improvements. The Client receives a limited, non-transferable, non-exclusive right to use the services during the applicable term.
10. Data protection and marketing compliance
As between the parties, the Client is responsible for determining the purposes and means of processing its customer personal information and for meeting its obligations under applicable privacy, anti-spam, consumer-protection, and data-protection laws. Restomer will process personal information as reasonably necessary to provide the platform, follow documented Client instructions, secure and support the services, comply with law, and enforce this Agreement.
The Client will maintain clear customer-facing privacy notices, obtain required consent, honor unsubscribe requests, respond to customer requests, and ensure that promotional campaigns, loyalty communications, coupons, and customer data practices comply with applicable law. Restomer's templates and technical controls do not constitute legal advice or guarantee compliance.
11. Confidentiality
Each party will protect the other party's non-public business, technical, financial, operational, customer, security, and pricing information using reasonable care and at least the care it uses for its own similar information. A receiving party may use confidential information only to perform or receive services under this Agreement.
Confidential information does not include information that is public through no breach, already known without restriction, independently developed without use of the other party's confidential information, or lawfully received from a third party without a duty of confidentiality. A party may disclose confidential information where required by law, provided it gives notice where legally permitted.
12. Security
Restomer will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of the services. The Client is responsible for protecting its own credentials, devices, internal networks, staff access, exported data, and third-party accounts.
The Client must promptly revoke access for former staff, limit access to authorized persons, and notify Restomer promptly of suspected account compromise or security incidents. No system is completely secure, and neither party guarantees absolute security.
13. Support, changes, and availability
Restomer will provide support in accordance with the applicable service level or support arrangement, if any. Unless separately agreed in writing, Restomer does not guarantee a particular response time, uptime percentage, feature roadmap, compatibility outcome, search ranking, AI citation, sales result, conversion rate, delivery coverage, payment approval, or third-party service level.
Restomer may modify, update, suspend, or retire features, integrations, and technical components where reasonably necessary for security, legal compliance, performance, maintenance, or product evolution. We will use reasonable efforts to avoid material disruption, but third-party and internet-dependent services may experience outages or changes outside our control.
14. Suspension and termination
Either party may terminate this Agreement according to the applicable order form or written renewal terms. Restomer may suspend or terminate services immediately where necessary for security, fraud prevention, legal compliance, non-payment, material breach, or to protect Restomer, the Client, customers, or third parties.
Upon termination, public ordering, dashboard access, domains, integrations, and support may be disabled. Subject to payment of amounts due and applicable law, Restomer will make reasonable efforts to provide a data export where technically feasible and requested within [30] days of termination. Restomer may retain information as required for legal, tax, accounting, security, backup, fraud-prevention, dispute, and recordkeeping purposes.
15. Warranties and disclaimers
Each party represents that it has authority to enter this Agreement. Except as expressly stated in this Agreement and to the maximum extent permitted by law, Restomer provides the services "as is" and "as available" and disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, and error-free operation.
Restomer does not guarantee search visibility, indexing, SEO or Generative Engine Optimization outcomes, AI citations, marketing performance, revenue, orders, conversions, payment-provider approvals, delivery-provider availability, or results from any third-party integration.
16. Limitation of liability
To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, punitive, exemplary, or consequential damages, or for lost profits, revenue, goodwill, data, business opportunity, or anticipated savings, even if advised of the possibility.
To the maximum extent permitted by law, Restomer's total aggregate liability arising out of or related to this Agreement will not exceed the fees actually paid by the Client to Restomer under this Agreement during the twelve months immediately preceding the event giving rise to the claim. Nothing in this Agreement limits liability that cannot legally be limited or excluded.
17. Indemnity
The Client will defend, indemnify, and hold harmless Restomer and its affiliates, officers, directors, employees, contractors, licensors, and service providers from claims, losses, liabilities, damages, penalties, costs, and expenses, including reasonable legal fees, arising from or related to the Client's restaurant operations, food, menus, allergens, customer orders, delivery, pickup, refunds, staff, content, marketing, loyalty, privacy practices, tax obligations, legal non-compliance, or breach of this Agreement.
Restomer will promptly notify the Client of an indemnified claim and provide reasonable cooperation at the Client's expense. The Client may control the defense and settlement of the claim, but may not settle any claim in a way that admits fault by or imposes obligations on Restomer without Restomer's written consent.
18. Governing law and disputes
This Agreement is governed by the laws specified in the order details above and the federal laws applicable there, without regard to conflict-of-law rules. The parties will first attempt in good faith to resolve a dispute through senior representatives. If unresolved, the courts located in the agreed jurisdiction will have exclusive jurisdiction, except where applicable law requires otherwise.
19. General terms
This Agreement, together with its order form, statement of work, proposal, invoice, and incorporated terms, is the complete agreement between the parties about the services and replaces prior discussions on that subject. Any change must be in writing and accepted by both parties, except that Restomer may update operational policies or platform terms on notice where reasonably necessary.
If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in effect. A waiver must be in writing. Neither party may assign this Agreement without the other's consent, except Restomer may assign it in connection with a merger, financing, reorganization, or sale of assets. The parties are independent contractors.
20. Signatures
RESTOMER
Legal name: __________________________________________
Authorized signatory: __________________________________
Signature: ____________________________________________
Date: _________________________________________________
CLIENT RESTAURANT
Legal name: __________________________________________
Authorized signatory: __________________________________
Signature: ____________________________________________
Date: _________________________________________________