Merchant & Marketplace Agreement (Restaurants)

Relationship

Smart Dining provides software and distribution; the Restaurant provides meals, beverages, and on-premise services. The parties are independent contractors. Nothing creates a partnership, franchise, or joint employer relationship unless a separate written agreement explicitly states otherwise.

Fees and payouts

Subscription fees, per-cover fees, payment processing fees, and optional marketing fees are set in the order form. Smart Dining may pass through third-party processor costs without markup except as disclosed.

Payouts to the Restaurant are scheduled according to the agreed cadence after deducting refunds, chargebacks, and platform fees, subject to fraud holds where necessary.

Chargebacks and payment disputes

Restaurants are responsible for accurate item descriptions and fulfillment. Smart Dining may offset chargebacks and associated fees from payouts or invoice the Restaurant if insufficient funds are available, as described in billing policies.

Restaurants must cooperate with reasonable evidence requests from processors or Smart Dining to contest invalid chargebacks.

Data processing

Where GDPR or similar laws apply, Smart Dining may act as processor on behalf of the Restaurant for certain guest data, and as independent controller for platform operations and security. A Data Processing Agreement (DPA) may be provided at onboarding.

Restaurants must not export guest data to unauthorized third parties or use it for discriminatory profiling.

Representations

The Restaurant represents it holds valid licenses, maintains insurance as required by law, and will honor offers and reservations according to policies shown to guests.

Limitation of liability

To the extent permitted by law, Smart Dining’s liability arising from platform services is limited to fees paid to Smart Dining in the twelve months preceding a claim, excluding gross negligence or willful misconduct.

Smart Dining is not liable for lost profits, spoilage, or business interruption at the Restaurant except as expressly required by applicable law.

Governing terms

The executed order form, service descriptions, and DPA (if any) control over this reference copy. Guests do not rely on this document as a contract with Smart Dining for food services.