Welcome to MasterDish! These Terms and Conditions ("Terms") govern your use of the MasterDish platform (the "Platform"), operated by MasterDish Inc. ("MasterDish," "we," "us," or "our"). By creating an account, using our services, or otherwise accessing the Platform, you ("you" or the "User") agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Platform.

Definitions

1. Platform Refers to the MasterDish software-as-a-service (SaaS) solution, associated mobile or web applications, and all features, functionality, and content provided by MasterDish.
2. Merchant or Restaurant: Any individual or entity offering food items or related services through the Platform.
3. Customer Any individual or entity placing or intending to place an order from a Merchant via the Platform.
4. Services All services provided by MasterDish, including but not limited to order management, payment processing facilitation, delivery coordination, marketing tools, and loyalty programs.

Eligibility

1. Legal Capacity: You must be at least 18 years of age (or the age of majority in your jurisdiction) and capable of forming a legally binding contract to use the Platform.
2. Business Use (Merchants): If you are registering on behalf of a business or other entity, you represent and warrant that you have the authority to bind that entity to these Terms.

Account Creation & Security

1. Registration To access certain features, you must create an account. You agree to provide accurate, up-to-date information during the registration process and to update that information when necessary.
2. Account Credentials: You are responsible for maintaining the confidentiality of your username and password. You agree to notify MasterDish immediately of any unauthorized use of your account.
3. Multiple Accounts: You may not create multiple accounts for the same Merchant or business without prior written permission from MasterDish.

Services & Membership Options

MasterDish offers two principal ways for Merchants to use the Platform:

1. Membership (Subscription) Plans

• Merchants pay a recurring fee (monthly or annual) for Platform access.
• Commission fees on orders may be 0% or minimal, depending on the specific plan.
• Subscription plans may include features such as loyalty programs, POS tools, marketing features, or advanced analytics, as described in the plan details.

• Merchants pay no or minimal fixed monthly fees but agree to a commission on each order processed through the Platform.
• Commission may vary depending on order type (pickup, delivery, dine-in) or other criteria defined in the Merchant’s dashboard.

Merchants must select one of these options upon registration or when changing their plan. For more details on pricing, payment schedules, and feature sets, refer to the Merchant dashboard or contact MasterDish Support.

Fees Payments & Taxes

1. Fee Structure:

• Membership Plan Fees: Billed on a recurring basis (monthly or annually) at the rate posted during signup or as amended by MasterDish with notice.
• Commission Fees: Automatically deducted from each order, as specified in your Merchant dashboard.
• Additional Fees: Certain features (e.g., premium support, add-on modules) may incur extra costs, which will be clearly indicated before opt-in.

• MasterDish may facilitate payment processing between Merchants and Customers via third-party payment providers. MasterDish is not responsible for errors or delays by these third parties.
• Funds due to the Merchant (e.g., net sales after commission) will be disbursed according to the payout schedule in the Merchant’s dashboard.

• If any Subscription Plan fee remains unpaid after the due date, MasterDish reserves the right to suspend or terminate access to the Platform.
• Reinstatement may require payment of all outstanding amounts plus any applicable late fees.

• Merchants are responsible for determining and paying all applicable taxes, including sales tax, VAT, or other government-imposed fees.
• Depending on the Commission Method chosen, MasterDish may withhold certain taxes or fees as required by law.

License & Intellectual Property

1. License Grant:

• MasterDish grants you a limited, non-exclusive, non-transferable license to use the Platform solely for your internal business purposes, subject to these Terms.

• All content, trademarks, logos, designs, and intellectual property (“IP”) on or associated with the Platform remain the property of MasterDish or its licensors.
• You acquire no rights in or to any IP outside of what is expressly stated in these Terms.

• Merchants retain ownership of all content they upload to the Platform (e.g., menus, images, descriptions). By uploading content, you grant MasterDish a non-exclusive, royalty-free, worldwide license to use, display, and distribute such content for the purpose of operating the Platform.

User Responsibilities

1. Compliance with Laws:

• You agree to comply with all applicable local, state, national, or international laws in connection with your use of the Platform.

• You agree not to use the Platform for any unlawful purpose, including posting or transmitting illegal, defamatory, or infringing content.
• You shall not reverse-engineer, decompile, or misuse the Platform’s software or code.

• Merchants are responsible for ensuring the accuracy of menu items, prices, available inventory, and all other information presented to Customers.

Termination & Suspension

1. Termination by You:

• You may terminate your account at any time by following the instructions in the Merchant dashboard or by contacting MasterDish Support.
• Subscription Plan cancellations may be subject to certain notice periods or cancellation fees, as stated in your specific plan details.

• We reserve the right to suspend or terminate accounts that breach these Terms or engage in fraudulent or unlawful behavior.
• We also reserve the right to modify, suspend, or discontinue the Platform or any part thereof, at any time and without liability.

• Upon termination, your right to access or use the Platform will immediately cease.
• Any outstanding fees, commissions, or other amounts owed to MasterDish remain payable.

Limitation of Liability

1 Indirect and Consequential Damages

To the fullest extent permissible under all applicable laws, MasterDish (“we,” “us,” or “our”) hereby disclaims and shall not be held responsible or liable for any indirect, incidental, consequential, exemplary, punitive, or special damages, including without limitation any losses in the nature of lost profits, diminished business value, depletion of goodwill, loss of data, interruption of business activities, or other intangible assets, whether such damages be foreseeable or unforeseeable, and regardless of the manner in which such damages arise or are characterized.

2 Aggregate Liability Cap

Under no event and under no theory of liability, whether premised on contract, tort (including negligence), warranty, strict liability, or otherwise, shall the cumulative liability of MasterDish exceed the total sum of the fees, if any, actually remitted by you to MasterDish for the use of the Platform in the six (6) months immediately prior to the occurrence of the event that gave rise to such liability. In the event you have paid no fees, our liability shall be limited to [a nominal amount—e.g., $100 or the local currency equivalent], or such other amount as may be mandated by non-excludable law.

3 Exclusion of Warranties; “As Is” Basis

Except as otherwise provided expressly and in writing, the Platform, including any associated content, tools, or services, is furnished on an “as is” and “as available” basis, and MasterDish hereby expressly disclaims, to the maximum extent permissible under applicable law, any and all warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties that may be construed from a course of dealing or usage in trade. We neither guarantee uninterrupted or error-free functionality nor ensure the correction of defects, and we provide no warranties regarding the accuracy, reliability, or completeness of any information or content transmitted through the Platform.

4 No Responsibility for User Actions, Content, or Conduct

Under no circumstances shall MasterDish be liable in any way for (a) content posted, transmitted, or otherwise made available by any user (including but not limited to Merchants, Customers, or third parties), or (b) the acts, omissions, transactions, or communications of any user. You hereby release MasterDish from all claims, liabilities, and damages arising out of or in connection with user-generated content or any user interactions.

5 Force Majeure and Events Beyond Control

We shall be excused from any delay or failure in performance to the extent that such delay or failure results from occurrences or contingencies beyond our reasonable control, including but not limited to acts of God, natural disasters, extreme weather, pandemics, war, civil unrest, governmental mandates, strikes or labor disputes, disruptions in telecommunications or internet services, outages of third-party platforms, or any other extraordinary event that could not have been reasonably foreseen or avoided.

6 Statute of Limitations

Except where prohibited by applicable legislation, any claim or cause of action arising from or relating to these Terms, the Platform, or any aspect of your relationship with MasterDish must be commenced within one (1) year from the date the alleged breach, harm, or violation first occurred, failing which such claim shall be irrevocably barred.

7 Non-Excludable Rights and Jurisdictional Variations

In some jurisdictions, certain limitations of liability, exclusions, or disclaimers of warranties may not be permitted. Nothing in these Terms shall purport to limit or exclude liability for any matter that cannot be so limited or excluded under the law of the relevant jurisdiction, including but not limited to liability for willful misconduct, gross negligence, fraud, or any statutory consumer rights that are deemed non-waivable.

Governing Law & Dispute Resolution

1. Governing Law:

• These Terms shall be governed by and construed in accordance with the laws of Togo, without regard to its conflict of laws principles. This includes compliance with all applicable regulations that govern online platforms, consumer protection, and business operations within Togo. Any ambiguities in the interpretation of these Terms will be resolved in accordance with the laws and judicial precedents of Togo.

• Any dispute arising from or related to these Terms shall first be resolved through negotiations in good faith. Both parties agree to make reasonable efforts to settle disputes amicably within thirty (30) days of written notice. If unresolved, the dispute shall be submitted to the exclusive jurisdiction of the competent courts located in Lomé, Togo. However, MasterDish reserves the right to seek injunctive relief in any jurisdiction to protect its intellectual property rights or prevent unauthorized use of the Platform. This clause does not prevent either party from seeking alternative methods of dispute resolution, such as mediation or arbitration, if mutually agreed upon.

Contact Information

If you have questions about these Terms, please contact us at:

• Email support@masterdish.com
• Address MasterDish Inc. Lomé, Togo

By registering for or using the MasterDish Platform, you acknowledge that you have carefully read, fully understood, and unconditionally agree to be bound by these Terms and Conditions. This includes your agreement to comply with all rules, regulations, and policies outlined herein. If you do not accept any part of these Terms, you must discontinue the use of the Platform immediately. If you require further clarification or have any inquiries about these Terms, please explore our comprehensive FAQ section available on the MasterDish platform. This resource provides detailed guidance on account management, subscription plans, and general usage policies.

Last Updated: December 23, 2024