Terms Of Service
Last Updated: 6 February 2023
Welcome to Dinerly.com! These Terms of Service ("Terms") govern your access to and use of the Dinerly.com website, services, and applications (collectively, the "Service"). By accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, please do not use our Service.
1. Acceptance of Terms
By creating an account, accessing, or using Dinerly.com, you confirm that you are at least 18 years old and agree to comply with these Terms. If you are accessing or using the Service on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.
2. Changes to Terms
We reserve the right, in our sole and absolute discretion, to update or change any portion of these Terms of Service at any time. We will provide you with reasonable advance notice of changes to the Terms of Service that materially adversely affect your use of the Services or your rights under these Terms, by sending an email to your Primary Email Address, providing notice through the Dinerly.com administrative console (if applicable), or by similar means. However, Dinerly.com may make changes that materially adversely affect your use of the Services or your rights under these Terms at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive. Unless we indicate otherwise in our notice (if applicable), any changes to the Terms of Service will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Services after we provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by the Terms of Service as amended. If you do not agree to the amended Terms of Service, you must stop accessing and using the Services.
3. Privacy Policy
Your use of the Service is also governed by our Privacy Policy, which explains how we collect, use, and disclose your personal information. Please review our Privacy Policy at https://www.dinerly.com/privacy-policy to understand our practices.
4. User Accounts
Account Registration: To access and use the Service, you must register for a Dinerly.com account ("Account"). To complete your Account registration, you must provide us with your full legal name, business address, phone number, a valid email address, and any other information indicated as required. Dinerly.com may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion. By creating an account and completing a payment, you confirm that you have read and agree to our Restaurant Service Agreement.
Age and Business Purpose: You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account. You confirm that you are receiving any Services provided by Dinerly.com for the purposes of carrying on a business activity and not for any personal, household, or family purpose.
Primary Email Address: You acknowledge that Dinerly.com will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you ("Primary Email Address"). You must monitor the Primary Email Address you provide to Dinerly.com, and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with Dinerly.com can only be authenticated if they come from your Primary Email Address.
Account Security: You are responsible for keeping your password secure. Dinerly.com cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. We may request additional security measures at any time and reserve the right to adjust these requirements at our discretion.
5. Payments (for Platform Subscriptions)
Dinerly.com processes payments primarily for restaurant subscriptions to the Dinerly platform and related services. We utilize Stripe, a third-party payment processing service, to handle these transactions. By making a payment to Dinerly.com for a subscription, you agree to be bound by Stripe's Terms of Service and Privacy Policy. You are responsible for providing accurate and complete payment information.
It's important to understand that customers of restaurants do not purchase food or book tables directly via Dinerly.com. Instead, such transactions are conducted on the individual restaurant's own website, which is powered by Dinerly's software. For these customer-restaurant transactions, Dinerly.com acts solely as a software provider and is not a party to the transaction itself. Therefore, restaurants are solely responsible for managing and issuing any refunds for payments made by their customers on their own websites, and for handling all booking cancellations. Any disputes regarding customer payments, refunds, or cancellations must be resolved directly between the customer and the respective restaurant.
6. User Conduct
You agree to use the Service only for lawful purposes and in a way that does not infringe the rights of, restrict, or inhibit anyone else's use and enjoyment of the Service. Prohibited conduct includes:
Violating any applicable local, state, national, or international law or regulation.
Posting or transmitting any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane, or indecent information of any kind.
Engaging in any conduct that restricts or inhibits any other user from using or enjoying the Service.
Impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity.
Uploading or transmitting viruses, worms, or any other type of malicious code.
Collecting or storing personal data about other users without their express consent.
Unauthorized Use and Exploitation: You agree not to reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute, or otherwise exploit any portion of the Service, use of the Services, or access to the Services, or any Materials (as defined below), or any right or ability to view, access, or use any Materials, without the express written permission by Dinerly.com.
Circumvention of Technical Limitations: You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, including, but not limited to, using any tool to enable features or functionalities that are otherwise disabled in the Services, or attempting to decompile, disassemble, or otherwise reverse engineer the Services.
Automated Access: You agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.
Materials Transfer: You understand that your Materials (defined below) may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. "Materials" means any content or data provided or made available by you or on your behalf to Dinerly.com or its affiliates, including but not limited to your trademarks, copyright content, descriptions of services you offer, photos, images, videos, graphics, written content, audio files, code, information, and other business content and data.
Responsibility for Actions of Others: You will be responsible for any breach of these Terms of Service by your affiliates, agents, or subcontractors and will be liable as if it were your own breach.
Content Moderation: You agree that Dinerly.com can, at any time, review and delete any or all of the Materials submitted to the Services, although Dinerly.com is not obligated to do so.
Prohibited Framing or Mirroring: You agree not to frame or mirror any portion of the Service, or otherwise incorporate any portion of the Service into any product or service, without Dinerly.com's express prior written consent.
Attempt or Assistance: You agree not to attempt to do any of the acts described in this Section 6, or assist or permit any person in engaging in any of the acts described in this Section 6.
7. Intellectual Property
All content on Dinerly.com, including text, graphics, logos, images, audio clips, digital downloads, and data compilations, is the property of Dinerly.com or its content suppliers and protected by international copyright laws. The compilation of all content on this site is the exclusive property of Dinerly.com.
By submitting Materials (as defined in Section 6) to the Service, you grant Dinerly.com a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Materials for the purpose of operating, providing, improving, and promoting the Service. This includes, for example, displaying restaurant content on Dinerly-powered websites. Restaurant partners should refer to the Restaurant Service Agreement for a more comprehensive and specific license grant pertaining to their Materials and Trademarks.
8. Disclaimers
THE SERVICE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE ARE PROVIDED BY DINERLY.COM ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. DINERLY.COM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICE, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE. Dinerly.com does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.
9. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAWS, DINERLY.COM AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL or EXEMPLARY DAMAGES, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or relating to the use of or inability to use the Service or these Terms of Service (however arising, including negligence).
10. Indemnification
You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Dinerly.com partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of (a) your breach of these Terms of Service or any documents it incorporates by reference (including the Privacy Policy or Restaurant Service Agreement); or (b) your violation of any law or the rights of a third party.
11. Governing Law
These Terms shall be governed and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.
12. Dispute Resolution
Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in the UK, in accordance with the London Court of International Arbitration (LCIA) Rules.
13. Termination
13.1 Your Right to Terminate
You may cancel your Account and terminate these Terms of Service at any time by contacting Dinerly.com support at support@dinerly.com and following the instructions provided to you.
13.2 Our Right to Terminate
We may suspend or terminate your Account or these Terms of Service for any reason, without notice and at any time (unless otherwise required by law), at our sole discretion. This includes, but is not limited to, if we suspect that you have engaged in fraudulent activity in connection with the use of the Services, or if you breach any part of these Terms of Service or any incorporated documents. Termination of these Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination.
13.3 Effect of Termination and Survival
Upon termination of the Services by either party for any reason:
Dinerly.com will cease providing you with the Services, and you will no longer be able to access your Account.
Unless otherwise provided in these Terms of Service or the Restaurant Service Agreement, you will not be entitled to any refunds of any Fees paid to Dinerly.com, pro rata or otherwise.
Any outstanding balance owed to Dinerly.com for your use of the Services through the effective date of such termination will immediately become due and payable in full.
If your restaurant's website is powered by Dinerly.com software, it will be taken offline and will no longer be accessible through our Service.
If you registered or linked a domain name through Dinerly.com, upon cancellation or termination, it will be your sole responsibility to handle all matters related to your domain with your domain provider. Dinerly.com is not responsible for domain renewals or transfers after termination.
The following sections will survive any termination of these Terms of Service: Sections 5 (Payments for Platform Subscriptions - for outstanding balances), 7 (Intellectual Property - for licenses granted), 8 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), 11 (Governing Law), 12 (Dispute Resolution), 13.3 (Effect of Termination and Survival), 17 (Severability), 18 (Entire Agreement), 19 (Tax Responsibility), and 20 (Third-Party Services and Third-Party Providers).
14. Contact Information
If you have any questions about these Terms, please contact us at: support@dinerly.com
15. Supplemental Terms for Restaurants
If you register as a restaurant with Dinerly.com, your use of the Service will also be governed by our separate Restaurant Service Agreement, which outlines specific terms and conditions applicable to restaurant listings, reservations, payments, and other partner-specific services. By agreeing to these Terms of Service, you also acknowledge and agree to be bound by the Restaurant Partner Agreement, available at https://www.dinerly.com/restaurant-partner-agreement. In the event of any conflict between these Terms of Service and the Restaurant Partner Agreement, the terms of the Restaurant Partner Agreement shall prevail for restaurant partners concerning the specific services covered therein.
16. Service Modifications and Availability
Dinerly.com reserves the right to modify, suspend, or discontinue, temporarily or permanently, the Service or any part thereof at any time with or without notice. You agree that Dinerly.com shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service. While we strive to ensure the Service is available, we do not guarantee continuous, uninterrupted, or secure access to our Service, and operation of our Service may be interfered with by numerous factors outside of our control.
17. Severability
If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
18. Entire Agreement
These Terms, together with the Privacy Policy and the Restaurant Partner Agreement (where applicable), constitute the entire agreement between you and Dinerly.com concerning your use of the Service and supersede any prior agreements or understandings, whether written or oral, relating to the subject matter hereof. The headings used in these Terms are for convenience only and do not affect the interpretation of the clauses.
19. Tax Responsibility
You are solely responsible for all tax obligations and liabilities associated with your business activities and use of the Dinerly.com Services, including any income, sales, or other taxes related to your transactions with customers or any payments you make to or receive from Dinerly.com. Dinerly.com is not responsible for advising on or remitting any taxes on your behalf.
20. Third-Party Services and Third-Party Providers
Dinerly.com may provide you with access to or enable third-party software, applications ("Apps"), products, services, or website links (collectively, "Third-Party Services") for your consideration or use, including, but not limited to, embedded maps (e.g., Google Maps) or optional integrations for restaurant partners. Such Third-Party Services are made available only as a convenience, and your purchase, access, or use of any such Third-Party Services is solely between you and the applicable third-party services provider ("Third-Party Provider").
Your use of Third-Party Services is entirely at your own risk and discretion, and it is your responsibility to read and understand the terms and conditions, privacy policies, and any other agreements between you and the respective Third-Party Providers. Dinerly.com does not provide any warranties or make representations to you with respect to Third-Party Services or Third-Party Providers. You acknowledge that Dinerly.com has no control over Third-Party Services or Third-Party Providers and will not be responsible or liable to you or anyone else for such Third-Party Services or Third-Party Providers. The availability of Third-Party Services, or the integration or enabling of such Third-Party Services with the Services, does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Dinerly.com.
Dinerly.com does not guarantee the availability of Third-Party Services and you acknowledge that Dinerly.com may disable access to any Third-Party Services at any time in its sole discretion and without notice to you. Dinerly.com is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third-Party Service.
If you install or enable a Third-Party Service for use with the Services, you grant Dinerly.com permission to share on your behalf, or allow the applicable Third-Party Provider to access your data and other Materials (as defined in Section 6) and to take any other actions as required for the interoperation of the Third-Party Service with the Services. Any exchange of data or other Materials or other interaction between you and the Third-Party Provider is solely between you and such Third-Party Provider. Dinerly.com is not responsible for any disclosure, modification, or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third-Party Service or a Third-Party Provider to your data or other Materials.
You acknowledge and agree that: (i) by submitting a request for assistance or other information for Third-Party Services, you consent to being contacted by one or more Third-Party Providers; and (ii) Dinerly.com may receive email communications, including replies, that you exchange with Third-Party Providers. You further agree that Dinerly.com may share your contact details and the background information that you submit via the Services with Third-Party Providers.
The relationship between you and any Third-Party Provider is strictly between you and such Third-Party Provider, and Dinerly.com is not obligated to intervene in any dispute arising between you and a Third-Party Provider. Under no circumstances will Dinerly.com be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary, or other damages whatsoever that result from any Third-Party Services or your contractual relationship with any Third-Party Provider. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Dinerly.com partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys' fees, arising out of your use of a Third-Party Service or your relationship with a Third-Party Provider.
21. Force Majeure
Neither party will be liable for any failure or delay in performing an obligation under these Terms that is due to a cause beyond its reasonable control, such as acts of God, acts of government, war, terrorism, civil unrest, fires, floods, earthquakes, power outages, internet service provider failures, or other similar events. This clause does not excuse you from your payment obligations to Dinerly.com.