Terms and Conditions

These terms apply to every business that subscribes to the Minnie platform. They are provided by Minnie Platform Limited, trading as Minnie, a company registered in England and Wales (company number 17473700), whose registered office is at 11 Mulcture Hall Road, Halifax, HX1 1SP ("we", "us", "Minnie").

1. About these terms

1.1 These terms, together with your Order Form and our Data Processing Agreement ("DPA"), make up the agreement between you and us (the "Agreement"). If they conflict, the Order Form takes priority, then the DPA, then these terms.

1.2 The Agreement starts when you sign an Order Form or, if earlier, when you first use the platform (the "Start Date").

1.3 Minnie is sold to businesses only. By entering into the Agreement you confirm you are acting for a business and not as a consumer.

1.4 No other terms apply — including any terms on your purchase orders — unless we agree them in writing.

2. Definitions

In these terms:

• Platform — the Minnie hospitality operations software we host and provide as an online service, including its web and mobile interfaces.
• Modules — the parts of the Platform listed on your Order Form (for example invoices and GP, cash-up and end-of-day, rota and hours, reservations, maintenance, stock, marketing).
• Venue — each site listed on your Order Form.
• Users — the people you authorise to log in to the Platform.
• Your Data — the information you or your Users put into the Platform, or that the Platform collects from your systems (such as your till) on your behalf.
• Business Day — Monday to Friday, excluding bank holidays in England.

3. The service

3.1 We will provide the Platform for your Venues and Modules, as described on your Order Form, with reasonable skill and care.

3.2 The Platform develops over time. We may add, change or remove features. We will not materially reduce the core functionality of a Module you pay for without giving you 60 days' notice; if we do, you may end the Agreement for that Module without penalty and receive a refund of any fees paid in advance for the period after it ends.

3.3 The Platform runs on shared infrastructure. Each Venue's data is kept separate from every other customer's data, and each customer only ever sees its own.

3.4 Some Modules are optional add-ons at an additional cost (for example CCTV bar monitoring). An add-on is only part of the Agreement if it appears on your Order Form, and some add-ons need extra steps before they are switched on, such as a data protection impact assessment.

4. Setting up

4.1 After you sign, we will send you a configuration pack asking for the details we need to set up your account (such as opening hours, users, staff and suppliers). We aim to have your account ready to go live within two weeks of receiving your completed configuration pack. Delays in providing information will delay go-live.

4.2 Till and other integrations. Your till (EPOS) system, email provider and other connected systems are third-party products we do not control. Before you sign we will tell you whether we already connect to your till. Where we do not, any new connection is quoted separately and we cannot promise it is achievable. If it proves impossible and you have paid a set-up fee for it, we will refund that fee.

4.3 You will give us accurate information, the access we reasonably need to your own systems, and a named contact for the set-up.

4.4 We will never ask you to put passwords into a form or email. Where we need a password or app password to connect one of your systems, we will arrange a secure way to receive it.

5. Your account and Users

5.1 You are responsible for your Users and everything done under their logins. You must:

• give each User their own login and not share logins;
• keep passwords secure;
• remove access promptly for anyone who leaves or no longer needs it; and
• tell us straight away if you suspect unauthorised access.

5.2 You must not, and must make sure your Users do not:

• use the Platform unlawfully or to send spam;
• try to access another customer's data, or to probe, break or bypass the Platform's security;
• copy, reverse-engineer or resell the Platform, or use it to build a competing product; or
• upload anything harmful, such as malware.

6. Fees and payment

6.1 You will pay the fees set out on your Order Form. Unless the Order Form says otherwise, monthly fees are charged per Venue, monthly in advance, and any set-up fee is payable on signature.

6.2 Fees exclude VAT, which you will pay in addition where it applies.

6.3 All fees are paid by Direct Debit; we do not accept other payment methods. You will set up a Direct Debit mandate through our payment provider (GoCardless) when you sign the Order Form, and keep it in place for as long as the Agreement lasts. We will send you an invoice before each collection showing the amount and the date it will be taken, with at least the advance notice the Direct Debit Guarantee requires. If a collection fails, we may try again once and will tell you when. We may change the fees once in any 12-month period by giving you 60 days' notice. If an increase is more than CPI + 3%, you may end the Agreement without penalty before it takes effect.

6.4 If an undisputed amount is still unpaid 30 days after its collection date (for example because a Direct Debit failed or was cancelled), we may suspend the Platform after giving you 14 days' written notice. Suspension does not delete Your Data, and we will restore access promptly once you have paid. We will not suspend over an amount you genuinely dispute and have explained to us in writing.

6.5 We will never withhold Your Data because of a payment dispute.

7. How long the Agreement lasts, and ending it

7.1 The Agreement starts on the Start Date and runs for the initial term on your Order Form (12 months if none is stated). It then continues until either of us ends it.

7.2 Either of us may end the Agreement by giving 60 days' written notice, expiring no earlier than the end of the initial term.

7.3 Either of us may end the Agreement straight away by written notice if the other:

• seriously breaches it and does not put that right within 30 days of being asked to in writing; or
• becomes insolvent, or goes into administration or liquidation.

7.4 When the Agreement ends, your access stops and clause 11 (your data on exit) applies. Any fees for the period before the Agreement ended remain payable. Where you end the Agreement because of our breach, we will refund any fees paid in advance for the period after it ends.

8. Availability and support

8.1 We aim for the Platform to be available 99.5% of the time in each calendar month, excluding planned maintenance and the matters in clause 8.5.

8.2 We will give at least 48 hours' notice of planned maintenance and schedule it outside your trading hours where reasonably possible.

8.3 Support is by email to support@minnieplatform.com / info@minnieplatform.com, 09:00–17:30 on Business Days. Our target times for a first substantive response, within support hours, are:

8.4 Service credits. If availability in a calendar month is below 99.5%, we will credit 10% of that month's fee on request; below 95%, 25%. You must ask within 30 days of the end of the month. Service credits are your only financial remedy for unavailability.

8.5 We are not responsible for unavailability or faults caused by your own internet, devices or hardware; your till, email, payment or other third-party providers, including changes they make to their systems; or anything you or your Users do.

9. AI features

9.1 Some Platform features use artificial intelligence ("AI") provided by our sub-processors, for example to read supplier invoices, draft replies to booking enquiries, write up meeting minutes, suggest rotas and summarise end-of-day issues.

9.2 AI can make mistakes. AI output is a starting point to help you work faster, not a final answer. You are responsible for checking it before relying on it — in particular invoice figures, rotas and anything sent to a guest or member of staff.

9.3 Draft replies to guest booking enquiries are never sent without being approved by one of your Users.

9.4 We do not use Your Data to train AI models, and we do not allow our AI providers to do so.

10. Your data

10.1 Your Data belongs to you. We claim no ownership of it.

10.2 You give us permission to use Your Data only to provide, support, secure and maintain the Platform for you, and as described in the DPA. We may use anonymised information about how the Platform performs (for example error rates and page load times) to run and improve it; this never identifies you, your Venue or any person.

10.3 We will not sell Your Data, share it with other customers, or use it for marketing without your consent.

11. Your data when the Agreement ends

11.1 At any time, and when the Agreement ends, you may ask for an export of Your Data in a commonly used format (such as CSV or JSON). We will provide it within 30 days of your request, free of charge when the Agreement ends.

11.2 We will keep Your Data for 30 days after the Agreement ends so that you can request an export. After that we will delete it, as set out in the DPA. Copies in our encrypted backups expire on our normal backup cycle, and in any event within 12 months.

12. Data protection

12.1 For personal data in Your Data, you are the controller and we are your processor. The DPA forms part of the Agreement and sets out how we process that data, the security measures we keep in place, our sub-processors and how we will help you respond to people exercising their rights.

12.2 You are responsible for having a lawful basis for the personal data you put into the Platform and for giving your staff and guests appropriate privacy information. This includes telling your staff that the Platform records things like clock-in times, lateness and which parts of the Platform managers use.

12.3 Marketing. The Platform can send marketing emails to your guests. You are responsible for complying with marketing law (including PECR and UK GDPR) — including having the consent required, including your business name and postal address, and honouring unsubscribe requests. We provide the tools; the lawful basis is yours.

12.4 Our own use of personal data as a controller (for example your contacts' details and our website) is described in our Privacy Policy.

13. Third-party systems

13.1 The Platform connects to systems you choose, such as your till, email provider and booking channels. Those providers are your suppliers, not ours, and their own terms apply to your use of them.

13.2 We are not responsible for those systems, or for changes their providers make that stop an integration working. We will use reasonable efforts to restore a broken integration we support, and will tell you if we cannot.

14. Intellectual property

14.1 We (and our licensors) own the Platform and all intellectual property in it. During the Agreement we give you a non-exclusive, non-transferable right for your Users to use the Platform for your own business.

14.2 If you suggest an improvement, we may build it without owing you anything — but we will not use your confidential information to do so.

15. Confidentiality and publicity

15.1 Each of us will keep the other's confidential information confidential and use it only for the Agreement, both during the Agreement and for 3 years after it ends. This does not apply to information that is public (other than through a breach), or that must be disclosed by law.

15.2 We will not name you as a customer, use your logo or publish a case study without your written consent, which you may withdraw at any time.

16. What the Platform is not

16.1 The Platform helps you run your business; it does not replace professional advice. Reports, GP and P&L figures, holiday calculations, payroll exports, rotas and compliance checklists depend on the information put in. You remain responsible for your accounts, tax, payroll, employment and health and safety obligations, including compliance with the Working Time Regulations and food safety law.

16.2 Except as set out in the Agreement, we give no other promises about the Platform, including that it will be error-free or uninterrupted.

17. Liability

17.1 Nothing in the Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot legally be limited or excluded.

17.2 Neither of us is liable for loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.

17.3 Subject to clause 17.1, each party's total liability in any 12-month period is limited to the fees paid or payable under the Agreement in the 12 months before the event giving rise to the claim. This does not limit your obligation to pay fees.

18. Suspension

18.1 As well as for late payment (clause 6.4), we may suspend access where reasonably necessary to protect the Platform, you or other customers — for example during a security incident, or if a login is being misused. We will tell you as soon as we can, keep any suspension as short and narrow as possible, and restore access as soon as the reason has gone.

19. Changes to these terms

19.1 We may update these terms from time to time. We will give you at least 30 days' notice of any change that materially affects you. If a change is to your material disadvantage, you may end the Agreement without penalty before it takes effect.

20. General

20.1 Events outside our control. Neither of us is liable for failures caused by events beyond our reasonable control, provided we tell the other promptly and do what we reasonably can to limit the effect.

20.2 Assignment. Neither of us may transfer the Agreement without the other's consent, except that we may transfer it to a buyer of our business on notice to you.

20.3 Notices may be sent by email to the contact addresses on the Order Form (and, for us, to info@minnieplatform.com).

20.4 Entire agreement. The Agreement is the whole agreement between us and replaces anything said or written before it.

20.5 Severance. If any part of the Agreement is found to be unenforceable, the rest remains in force.

20.6 Third parties. No one else has rights under the Agreement under the Contracts (Rights of Third Parties) Act 1999.

20.7 Waiver. A delay in enforcing a right does not waive it.

20.8 Law. The Agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Questions about these terms: info@minnieplatform.com