UK (MOR) General Terms of Services
Last updated: 1 January 2023
Sunday offers to improve the payment experience of the Users in your Establishments. Here are our services provided to you (“Sunday Services”).
By displaying our QR codes in your Establishment, you allow the Users to benefit from all or part of the Sunday solution (the “Solution”):
- “Pay at Table” service: access your menu of items, provided on our behalf, pay the bill, tip and/or obtain a payment receipt
- “Order and Pay” service: access your menu items, provided on our behalf, place an order, pay the bill, tip and/or obtain a payment receipt
- “Review” service: provide comments on your Establishment
- “Loyalty” service: benefit from your marketing offers
We will take care of:
- the integration of the Solution to your point of sale (“POS”) and/or to your aggregators and middlewares/software
- the payment transaction, in real time (which can be implemented and executed by a Payment Service Provider) at the end of which you will receive a notification
- the troubleshooting as well as upgrading and maintenance of the Solution
Sunday also provides you with a back-office virtual platform where you can:
- customize the interface that the Users access
- add, remove or modify your menu and offers provided on our behalf to the Users
- access all payments made via the Solution
- access analysis on the use and performance of the Solution
- access a reviews/loyalty portal.
In order to benefit from the Solution, you agree that your services will be as follows (“Your Services”):
- You will provide catering services to Sunday
Section 1 – Definitions*
- « Anomaly » : any non-compliance of the Solution with the Documentation.
- « Beneficiary Companies » : a group of companies, which may belong to the same group or to the same franchise network, which benefit from Sunday Services, and for which you have obtained all the appropriate authorizations to subscribe to these Terms.
- « Back-office platform » : The Sunday interface (consisting of a website) in Software as a Service (“SaaS”) mode , which we make available to you, and which, associated with the Application, allows you to access Sunday Services.
- « Application » : the Sunday payment application that allows the Users to access the Solution.
- « Client Account » : an account allowing you to control the use of the Services for one or more of your Establishments. This account includes the possibility of giving different accesses to different people involved in your Establishment(s), according to your needs and the rights you wish to give them.
- « Data » : means all data that you provide to us in connection with the use of Sunday Services and/or the provision of Your Services.
- « Documentation » : means the documentation we provide to you setting out the terms and conditions of use of Sunday Services and/or the provision of Your Services to the Users as our agent. It is an integral part of our Terms.
- « Establishment(s) » : any type of venue open to the public in which you provide, on our behalf, to the Users food and/or beverage services (e.g. bar, festival, restaurant, food court, stadium, and similar).
- « Order » : an order placed by a User in your Establishment(s).
- « Payment Service Provider » : means a secure payment service provider that can handle the processing of transactions between us and the Users .
- « Personal Data » : data directly or indirectly related to a natural person (e.g., identifier, name, identification number, location data, online identifier) that may be shared between us in the course of this Agreement.
- « Purchase Order » the document that you must sign in order to subscribe to Sunday Services, thus enabling you to provide the Users with the Solution.
- « Pre requirements » : technical prerequisites necessary for the installation of our Solution and Sunday Services.
* For the sake of clarity, additional definitions appear in the body of the Terms, when they concern a particular Section.
Section 2 – What we offer
2.1. Sunday Services are offered on a non-exclusive basis.
2.2. With the exception of maintenance periods, Sunday Services are accessible 24 hours a day, 7 days a week. In case of malfunction or interruption of Sunday Services or of Anomalies and upon notification sent by email to firstname.lastname@example.org, we will make our best efforts to restore Sunday Services as soon as possible. For more details, please refer to our Documentation.
Section 3 – How to Subscribe
3.1. By signing the relevant Purchase Order to use Sunday Services, you agree to our Terms. Certain additional services may be subject to special terms and conditions, which shall form an inseparable whole with these Terms.
3.2. To use Sunday Services, you must:
- provide all necessary documents required by us, which may include (but not limited to) business license, personal identification, tax identification, information regarding VAT status, alcohol and food license(s) (where relevant), banking documentation, and all information required for the accurate calculation and preparation of invoices by us. You are solely responsible for providing us with, and maintaining, accurate bank account information.
- comply with the Pre requirements to ensure the technical compatibility of your equipment with our Solution. In the event of a change in your POS, you must inform us at least one (1) month in advance so that we can make the necessary technical adjustments, if possible. However, we reserve the right to terminate the Agreement in the event of a change of POS service or a change that is incompatible with the Pre requirements in accordance with Section 12.
3.3. You grant us a mandate, pursuant to which, for each Order completed, we may issue an invoice and/or receipt for catering services you provided to us. If needed, we may also issue amending invoices and/or receipt for canceled catering services to us. You may dispute invoices and/or receipts issued by us within a period not exceeding three (3) business days from the issuance date of the invoice and/or receipt. Failing this, you are deemed to have validated said invoice and/or receipt. It is understood that you will carry out storing and archiving of invoices and/or receipts in compliance with applicable laws.
Section 4 – How to use Sunday Services
4.1. Your access
You must create a Client Account and submit all the updated information about your activity (Establishment(s), menus and prices, Beneficiary Companies, etc.). When you subscribe, we will send you a login. A temporary password is also sent to you. It is up to you to change it, if you wish, according to a minimum level of complexity required to ensure an optimal security. In order to ensure an appropriate level of security and to preserve the integrity of the Solution, the identifier and the password are personal to you and must not be communicated to anyone. In case of loss of a login, you should contact us as soon as possible so that we can provide you with new identifiers.
You are in charge of determining which users within your organisation will have access to all or part of the Client Account. Specific access to the Client Account will be created for them. You must ensure that these users comply with our Terms.
We will not be liable for any damages that may result from your failure to comply with this section.
4.2. Use of Sunday Services, the Solution and Your Services
4.2.1. You must keep up to date the information relating to your business, your Establishment(s), and/or your menus provided on our behalf. You must also provide and update information for the Users (including prices, menus, available products and allergens in your products advertised to Users on our behalf as part of Your Services to us).
4.2.2. You are informed of each Order placed via our Application. As part of Your Services to us, you must fulfill the Orders according to the terms and conditions between the Users and us, which we will communicate to you, and in accordance with the rules, including sanitary rules, that apply to the catering services in your country.
4.2.3. The payment of the Orders can be done, in whole or in part, via our Application, at the choice of the Users, by bank card or restaurant check. You are informed of each payment made via our Application.
4.2.4. The fact that the User choose to use our Application must not imply any additional billing or additional price on your end.
4.2.5. We will inform you, in real time, of the payments made, including the payment of the full price of the Order as well as any tips that may have been paid via the Application.
Section 5 – Duration
5.1. The Agreement is entered into for an initial period of three (3) months (the “Initial Period“) from the date of execution of the Purchase Order.
5.2. After the Initial Period, the Agreement shall be tacitly renewed for equivalent periods of three (3) months (the “Renewal Periods“) until terminated by either Party.
Termination shall be notified:
- By Sunday, by any means with at least fifteen (15) days prior to the expiration of the Initial Term or any Renewal Term,
- by yourself, at any time to Sunday and without minimum prior notice, by sending an e-mail to that effect at the following address: email@example.com.
Section 6 – Fees
6.1. The Purchase Order details the fees to be charged by Sunday. Our pricing may change from time to time, subject to a thirty (30) day notice.
6.2. We agree to pay you for Your Services and related costs an amount which corresponds to the amount of the transactions made via the Application between us and the Users minus the fees due to us set out in the Purchase Order. You agree that our debt to you for Your Services is due only to the extent we receive the funds from the Users in relation to the transactions between us and the Users made via the Application. Your invoices are due and payable within 30 days.
6.3 Our invoices will include (i) details of the transactions made through the Application at your Establishment(s) location(s), (ii) the amount of the Activation Fee, Service Fee and SMS Fees paid to us for the past period, and (iii) the date on which the Service Fee and the SMS Fees for the past period were collected by Sunday. Our invoices are due and payable within thirty (30) days.
6.4. We may perform additional services for you. These services are carried out on the basis of a prior fee quote and are subject to additional invoicing.
6.5. In case of question or disagreement concerning the invoicing, you can contact us at any time by email at firstname.lastname@example.org. Complaints must be made within thirty (30) days of the date of receipt of the invoice. Otherwise, we will consider the invoice has your full agreement.
6.6. We retain the right to charge the Users a service fee.
Section 7 – Property
7.1. Property of Sunday
7.1.1. We hold all rights, in particular all Intellectual Property Rights and authorizations relating to our website, brands, logos, domain names and other distinctive signs, to Sunday Services, to the Solution (including the software and hardware infrastructure implemented or developed by our teams, namely our Application) and to its documentation, and more generally to the content that we may provide to you in the course of the Agreement. We grant you only a personal, non-assignable and non-transferable right to access and use the Solution and Sunday Services, for the entire duration of the Agreement. This license is reserved solely for your use of the Solution and Sunday Services, to the exclusion of all others. You are also authorized to reproduce our trademarks, solely in connection with the use of the Solution with the Users. Your subscription to Sunday Services does not imply any transfer or assignment of these rights, of any kind, for any reason whatsoever. Any removal or modification of the proprietary notices within the Solution and/or Sunday Services is prohibited. Any unauthorized use of any of the elements listed in this section shall be considered as constituting an infringement and shall be prosecuted in accordance with the legal provisions in this regard.
7.1.2. We guarantee to you that in the event of an action brought against you on the grounds that our trademarks, Sunday Services, Solutions and programs made available to you constitute an infringement of the intellectual property rights of third parties we will indemnify you in the event of a final judgment resulting in an infringement. We do not give any other guarantee. In particular, we do not warrant (i) that Sunday Services will be error-free and/or available on an uninterrupted basis or that Sunday will be able to correct all errors in Sunday Services, (ii) that Sunday Services will work in combination with your content or applications or with any other hardware, software, systems, services or data not provided by Sunday.
7.2. Your property rights
7.2.1. You are the owner of the Data and of the existing rights on the information relating to your activity that you communicate as well as the materials that you produce within the framework of the use of Sunday Services and/or the provision of Your Services. In particular, you are the sole owner of the existing rights on your menu, your logos and brands, your graphic design and/or the photographs and content that you communicate to us.
7.2.2. You grant us a non-exclusive right to reproduce and represent your trademarks, logos, designs, trade names, company names and more generally any other rights attached to the content that you communicate via the Solution, in order to integrate them into the Solution and Sunday Services. You authorize us to reproduce and represent your trademarks, logos, designs, trade names, company names, and more generally any other rights attached as a reference, including in the context of marketing operations, on any medium and by any process of your choice, such as presentations, websites, brochures, etc., to any third party, regardless of the method of communication.
7.2.3. You warrant that you have all the rights and authorizations required to provide Your Services and/or to subscribe to Sunday Services, use our Solution and upload your content. You indemnify us, in particular, against any action, request or claim that would be made by any third party to whom your trademarks, logos, menus, and more generally, all content that you can communicate or upload to the Solution, would infringe. You also guarantee us against all damages resulting from the content that you may upload to the Solution. You agree to indemnify Sunday and to bear all defense and conviction costs, if any.
7.2.4. In order (i) to allow the functioning of the Solution and Sunday Services, (ii) to allow you to follow in real time the payment of Orders by the Users in your Establishment(s), (iii) to provide you with statistical data in order to improve the management of the Users and (iv) to improve Sunday Services and our Solution, you expressly authorize us to access your POS and your aggregators/middlewares and to collect information relating to all the transactions carried out in your Establishment(s).
Section 8 – Liability
8.1. Each of the Parties is liable to the other for the performance of its obligations under the Terms and consequently undertakes to compensate the other Party for any foreseeable damage suffered as a direct result of any non-performance, partial performance or improper performance of its obligations.
8.2. In particular, in the event of Sunday’s failure to fulfill its obligations, you will have the possibility to claim compensation for the direct and proven damage that you have suffered, excluding any indirect damage and in particular commercial damage, damage to your image, loss of opportunity, profits and earnings, etc. We shall not be liable, in any manner whatsoever or for any reason whatsoever, in the event of a breach by you, one of the Beneficiary Companies or one of your Establishments of these Terms and, in particular, in the event of non-compliant use of the Solution and/or Sunday Services and/or the materials and content that may be made available to you. In any event, if Sunday’s liability were to be established and incurred, it would be expressly limited to the total of the amounts, excluding taxes, that we would have invoiced you for the twelve (12) months preceding the claim on the Establishment(s) concerned.
8.3. You are solely responsible:
- for complying with the Terms, as well as with any special conditions, additional terms and the Documentation,
- for updating the Data that you communicate to us, whether they relate to your activity, to that of your Establishment(s) or to the Beneficiary Companies,
- for obtaining all the appropriate authorizations to carry out your activity and allow the Beneficiary Companies or your Establishment(s) to benefit from the Solution and Sunday Services,
- in the event of identity theft, fraud, unauthorized use of your Client Account, or in the event of misappropriation by a third party of the data in said account to use the Solution, as a consequence of any breach by you of the Terms,
- for the placing of and compliance with Orders placed by the Users via the Application. We only provide a tool to facilitate order taking, order tracking, and the processing of transactions. We do not intervene in the catering service that you provide to the Users on our behalf. You are therefore solely responsible for the conditions under which the catering services are provided to the Users on our behalf (including, in particular, the updating of your menus, the availability of products, the quality of the products and services that you offer, the progress of the Order placement, the display of the allergens for your products),
- for all content that you may include in the Solution, including links to third-party websites to which you may wish to refer for the presentation of your business. You are responsible in this respect, both to Sunday and to any third party,
- for complying with all applicable regulations, in particular, in terms of product safety, health rules and consumer law. In this respect, you are, in particular, solely responsible for communicating exhaustive information, and keeping it up to date, relating to the list of ingredients, allergens or calories that may be present in the products that you provide to the Users, in accordance with the regulations applicable at the time the Order is placed by them,
- where applicable, for complying with the requirements imposed by our Payment Service Provider,
- for all tax and social security consequences resulting from the use of the Solution and Sunday Services, and the provision of Your Services to us with respect to any third party and any administrative or public authority. In addition, you warrant to Sunday that you operate your business in accordance with applicable laws and regulations and in particular that you assume and are solely responsible for any consequences in the event of failure to comply with good hygiene practices and Hazard analysis and critical control points (“HACCP”) principles.
As such, you agree to hold Sunday harmless from any dispute, challenge, damage or injury that may arise from this section.
8.4. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 in the United Kingdom are, to the fullest extent permitted by law, excluded from the Agreement with respect to Sunday Services. Except as expressly stated in this Agreement, all terms, conditions, representations, and warranties (whether implied by statute, course of conduct, or otherwise) are hereby excluded to the fullest extent permitted by law with respect to Sunday Services.
8.5. Finally, the Solution implies an Internet connection within your Establishment(s). You are informed and aware of the hazards of the Internet. We shall not be held responsible for the consequences of any Internet connection problem.
As such, you agree to hold Sunday harmless from any dispute, challenge, damage or injury that may arise from this section.
Section 9 – Personal Data
You and we undertake that the processing of Personal Data carried out in the context of our relationship shall comply with the applicable regulations in this regard and in particular with the provisions of the UK Data Protection Act 2018 as amended (“Data Protection Act“) as well as Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on data protection, which entered into force on May 25, 2018 (“GDPR“) (hereinafter together the “Regulation“). The Parties undertake to implement all appropriate technical and organizational measures so that the processing of Personal Data meets the requirements of the Regulation and guarantees the protection of the data subject’s rights. In this respect, each Party will communicate to the other all documents and personal data policies governing its activity.
Section 10 – Confidentiality
10.1. The following in particular shall be considered confidential: information relating to the Solution, Sunday Services, Your Services, know-how, commercial, industrial or organizational strategy, prospects, financial data and any information contained in documents marked “confidential” or whose confidential nature was indicated in writing at the time of their communication or which are confidential in nature (the “Confidential Information“). Each of the Parties agrees, both during the performance of the Terms and for a period of five (5) years after its expiration for any reason whatsoever, to keep the Confidential Information secret.
Consequently, each Party undertakes to the other during this period to:
- to communicate the Agreement only to those members of its staff who need to know about it for the exclusive purposes of providing or receiving, as applicable, the services set out in this Agreement. In this respect, each party shall ensure that the members of its staff, their representatives and their external service providers comply with this section;
- take the measures it takes with respect to its own confidential information to prevent its communication or disclosure to third parties.
10.2. This confidentiality obligation shall not apply to information that should be considered Confidential Information, but which the relevant Party can demonstrate:
- It was already in its possession, and/or in possession of its staff, representatives, agents or service providers on the day of their disclosure by the other Party without the latter being bound by an obligation of confidentiality;
- It was already in the public domain on the day of its disclosure or became so after this date by other than its actions or that of its staff, its representatives, agents or contractors;
- That the information in question has been communicated on a non-confidential basis by a source other than the other Party, its personnel, representatives, agents or service providers who are not subject to any prohibition (in particular, legal or contractual) on revealing this information;
- It has been authorized in writing for disclosure by the other Party;
- It has been subject to a disclosure obligation based on, among other things, a law, regulation, order or judgment rendered by a judicial or administrative authority; and/or
- That its disclosure is necessary for the preservation of its interests in judicial or administrative proceedings.
Section 11 – Insurance
Each of the Parties to the Agreement shall be able to justify, at any time and upon request of the other Party, the subscription of a civil liability insurance policy, with a solvent and reputable insurance company, covering the risks resulting from all damages, whatever they may be, which could be caused to the other Party by itself or its employees within the framework of the execution of the Terms. You shall ensure that your Establishment(s) and/or the Beneficiary Companies comply with this obligation.
Section 12 – Termination/Amendment of the Agreement
12.1. Termination for fault
The Agreement may be terminated in the event of breach of any of its obligations by either Party. It may also be terminated in the event that the Merchant changes a POS service that is not compatible with the Solution, in violation of the Pre Requirements. The non-breaching Party will send the defaulting Party, by email, a formal notice to perform the obligation it is responsible for. The defaulting Party will then have a period of five (5) days from the receipt of the formal notice to perform the obligation it is responsible for. If it fails to do so, the Agreement shall be terminated automatically and without prejudice to any damages that may be due to the non-breaching Party.
12.2. Termination of the Agreement
Subject to the provisions of Section 12.1, the Parties may terminate the Agreement under the conditions set forth in Section 5. In the event of termination of the Agreement, for any reason whatsoever (Section 5 or Section 12.1), it is agreed that:
- You will no longer be able to use Sunday Services or the Solution, will stop providing Your Services and will cease to use all associated communication media;
- Sunday will collect the Service Fees due to it on any payment made within your Establishment(s), via our Application between the notification of the termination of Sunday Services and their effective suspension; and
- Any funds due to you for Your Services, subject to any deductions agreed under this Agreement, will be paid following the termination date.
12.3 Amendment of the Agreement
We reserve the right to modify at any time, at our sole discretion, all or part of the Agreement, and particularly the description of the Sunday Services and our fees
If you continue to use the Sunday Services once these modifications have been made, you are deemed to accept these modifications.
If these modifications are significant, we will inform you using reasonable means, for example, by publishing a notice relating to these modifications on our Website or by sending you an informative email with the relevant notice.
Section 13 – Force majeure
In case of force majeure, as defined by the applicable law and jurisprudence, the responsibility of each Party shall be excluded.
If, as a result of a case of force majeure, the Parties are forced to interrupt their relations, the performance of the Agreement shall be suspended for the time during which the Party is unable to perform its obligations.
However, if this interruption is longer than fifteen (15) days, the Agreement may be terminated immediately and without notice by either Party without compensation on either side.
Section 14 – Anti-corruption
The Parties undertake to, and shall ensure that all persons with whom they have any relationship for the performance of the Agreement (” Associated Person“), including, but not limited to, any employee, director, officer, agent, co-contractor, partner or subcontractor, shall comply, at all times, with all applicable anti-corruption laws, decrees, regulations, codes or regulatory guidelines, including the UK Bribery Act 2010, the French so-called “Sapin II” Law of December 9, 2016 on transparency, the fight against corruption and the modernization of economic life, the United Kingdom Bribery Act 2010 and the United States Foreign Corrupt Practices Act (FCPA) (the “Applicable Provisions“) and shall not perform any act that may place the other Party in violation of the Applicable Provisions.
The Parties declare and warrant that neither it nor any Associated Person has violated or breached the Applicable Provisions or acted in such a manner as to place the other Party in breach of the Applicable Provisions.
Section 15 – Miscellaneous
15.1. As the Agreement has been entered into intuitu personae, it may not be assigned or transferred under any circumstances, nor may the rights and obligations contained therein be transferred to any person, in any form whatsoever, by either Party without the express, prior and written consent of the other Party. Nevertheless, each of the Parties shall be free to assign or transfer the Agreement, whether by sale of its business, partial contribution of assets, merger, absorption or transfer of shares, to any of its subsidiaries or affiliates, after written notification to the other Party.
15.2. The personnel of each of the Parties assigned to the performance of the Agreement shall remain, under all circumstances, under the exclusive authority, direction and supervision of their employer. Consequently, such personnel shall continue to be subject to the statutes, collective agreements and management methods of their employer. They shall in no way be considered as employees of the other Party.
15.3. The Parties are, and shall remain throughout the term of the Agreement, independent business partners and professionals, each assuming the risks of its own business and always acting as such. The Parties declare, as necessary, that the Agreement expressly excludes any desire on their part to create a company, association or any other structure whose purpose is to pool skills or share any profits in any form whatsoever or to enter into an agreement whose characteristic is to constitute a hierarchy between them or to establish any subordination of one to the other.
15.4. Sunday represents and acknowledges that its activity for Merchant does not represent the entirety of its income.
15.5. It is expressly agreed between the Parties that in case of invalidity of any of the provisions of the Agreement, the other provisions of the Agreement will remain in full force and effect. The Parties shall then negotiate a clause replacing the nullified clause and having the same economic effect.
15.6. The failure of a Party to rely on any provision of the Agreement shall in no way constitute a precedent or a general waiver to rely on such provision or any other provision.
15.7. Pursuant to the provisions of applicable law, the Parties expressly assume the risks associated with a change in circumstances unforeseeable at the time the Agreement was entered into, each Party being responsible for the related contingencies.
15.8. The Contracts (Rights of Third Parties) Act 1999 does not apply to the Agreement and no third party has any right to enforce or rely on any provision of the Agreement, except that Sunday may enforce the terms of the Agreement against the User.
Section 16 – Tax
You acknowledge and agree that the reciprocal services rendered in the framework of this Agreement imply the following VAT implications:
- You will provide the catering services to Sunday, upon each order placed by the User. You are solely responsible for VAT resulting from the provision of catering services to us, regardless of the fact that you grant us a mandate, pursuant to which, for each Order completed via Sunday we may issue an invoice and/or receipt for catering services to us.
- You will assist in the provision of the catering services to the User on our behalf acting as our agent and we have a contractual relationship with the Users as a principal. You act as a disclosed agent in such a way that towards the Users, you appear as our representative, and you are deemed providing an intermediation service to us. Sunday is solely responsible for VAT resulting from the provision of catering services to the User.
Section 17 – Applicable law – Jurisdiction
The Agreement is subject to the laws of England and Wales, which shall be the sole applicable law.
In the event of a dispute or claim arising from the Agreement, including, without limitation, its creation, validity, interpretation, performance and/or resolution, the Parties undertake to seek an amicable solution in good faith.
If no amicable agreement is reached within 30 (thirty) days following notification of the dispute by the most diligent Party by registered letter with acknowledgement of receipt, any dispute between the Parties shall be submitted to the exclusive jurisdiction of the Courts of London.