Restaurant Terms of Service

These terms are an agreement between your restaurant and Gilded Plate LLC. They cover the Gilded Plate service: what we provide, what you are responsible for, what we charge and when, and what happens if an invoice goes unpaid. Please read them. By accepting them in the Gilded Plate console, or by using the service, you agree to them on behalf of your business.

They are written plainly on purpose. Where a clause describes how the software behaves, it describes what the software actually does today.

1. Who we are

Gilded Plate is operated by Gilded Plate LLC, 137 Rancho Deluxe, Liberty Hill, TX 78642, United States. In these terms, "we", "us" and "our" mean that company, and "you" and "your" mean the business that accepts these terms.

Write to us at support@gildedplate.com.

2. What Gilded Plate is

Gilded Plate is software your restaurant uses to take orders. It has three parts:

• The console, where you set up your restaurant, build your menus, assign QR codes to tables, manage staff and their permissions, and see your orders, events and billing.
• The guest flow, where a diner scans the QR code at their table, browses your menu on their own phone, orders, pays, and watches their order.
• The station tools, which your kitchen, floor and host staff use on shared or personal devices to fulfil orders, take payments and manage tables.

We provide the software. We do not prepare, sell or deliver food. Every order is a transaction between you and your diner. We are not a party to it.

3. Getting and keeping an account

Access is by invitation. While Gilded Plate is in its early period we open accounts only to restaurants we invite, and an invitation is not transferable. We may decline or withdraw an invitation.

The person who accepts these terms must be authorised to bind your business. You are responsible for everyone you give access to — your staff accounts, their roles and the permissions those roles carry are yours to manage in the console, and anything done with them is treated as done by you. Keep your sign-in credentials, your station pairing codes and your staff PINs to yourself.

A restaurant must be in the United States. These terms are written for US businesses, and the console will not accept a restaurant elsewhere.

4. What you are responsible for

The software renders what you configure. In particular, you are responsible for:

• Your menu — the dishes, their descriptions, their photographs, and whether each one is available.
• Allergen and dietary information. Gilded Plate shows diners the allergens, ingredients and dietary tags you enter, and lets them filter by them. The accuracy of that information is entirely yours, as is any warning you are required to give about preparation, cross-contact or traces. We do not check it and cannot.
• Your prices, including any price you set for a dish on a particular menu.
• Your tax settings — the jurisdictions, the tax classes and the rates you configure, and whether your prices include tax. We apply what you configure to each order; determining what you owe, and to whom, is yours.
• Your service charges, discounts and tips configuration.
• Fulfilling orders, handling complaints, and issuing refunds.
• Complying with the law that applies to your business — food safety, licensing, labelling, employment, sales tax, accessibility and anything else.

5. Diners' payments, and your Square account

A diner pays you, not us.

You connect your own Square account to Gilded Plate. Card payments are tokenised in the diner's browser by Square and charged through your Square account, and the money settles to you on Square's terms. We never hold, touch or route your diners' money, and we never deduct our fees from it. Your relationship with Square is yours, on Square's own terms.

Cash orders are taken in the app and settled by your staff on the Cashier screen. Cash never involves us at all.

Refunds you issue go back through the same route. A refund is yours to decide; the software submits it and records it.

6. Our fees

Your plan sets three rates, and you can see all three, and what they are charged on, in the console under Billing.

1. A flat monthly fee for the plan.
2. A fee per paid order, charged only on paid orders beyond the number your plan includes each month.
3. A share of sales, charged only on sales beyond the amount your plan includes each month.

Three things about that are worth stating precisely, because they are how the software actually meters:

• "A paid order" means an order that was paid for in Gilded Plate — by card or in cash. A cash order counts once your staff settle it, even though the money never passed through us.
• The sales figure is the order's subtotal, after discounts, without tax and without the tip. Where your prices include tax, the tax is taken back out first. Money you hold for the state, and money that belongs to your staff, is not something we take a share of.
• An order you refund in full before the month is billed is not counted at all. If the refund comes after that month's invoice was made, we do not reopen the invoice — we credit the fees on it against a later one instead. A partial refund leaves the order counted.

We may add sales tax to our fees where we are required to collect it.

Every invoice shows each fee as its own line with the arithmetic in words, and the console shows the same figures as the month goes along, computed the same way, so the number you watch is the number you are billed.

7. Invoicing and payment

We bill monthly, in arrears. Shortly after a month ends we close it, meter what happened in it, and issue one invoice covering the whole restaurant — including every location, each metered in its own time zone.

• You do not need a payment method on file. Guests can order whether or not one is there (clause 10).
• When an invoice is due. An invoice is due when it is issued, unless your plan gives payment terms, in which case it is due that many days after it is issued (for example, Net 30). Each invoice shows its due date. An invoice issued while AutoPay is on is due, and charged, the day it is issued.
• AutoPay is optional. You can turn it on in the console under Billing › Payment method, with a card or a verified bank account on file. With AutoPay on, we charge each invoice to that card or account the day it is issued, with no fee. If the last payment method that AutoPay could charge is removed, AutoPay turns off.
• Without AutoPay, you pay each invoice yourself, by its due date, in any of the ways your plan offers: card, ACH bank debit or a mailed check. We email each such invoice to your billing contact with a link to pay it, which works without signing in, so you can pass it to whoever pays your bills.
• Each way of paying carries the flat fee your plan states for it, which may be nothing. Before you pay, we show the fee, any sales tax on it, and the total. The fee is charged with the payment; it is not part of the invoice, and you owe it only for the way you choose. Which ways a plan offers, and their fees, change only by a new version of the plan (clause 11).
• Card and ACH bank debit are paid on our payment page. Our own payment processor for this is Stripe; card and bank details for paying us go to Stripe and not to us. An ACH bank debit takes a few business days to clear, and the invoice counts as paid when it clears.
• A check is payable to Gilded Plate LLC and mailed to 137 Rancho Deluxe, Liberty Hill, TX 78642, with the invoice number on the memo line, for the total our payment page shows for a check. We record a check when it arrives, and the invoice is marked paid as of that day. We do not accept part-payment of an invoice: a check for less than the invoice is not recorded as payment. If a check covers the invoice but not all of the check fee, the shortfall is added to your next invoice; if it is for more than you owed, the excess is credited against your later invoices.
• We do not accept wire transfers.
• Invoices are not edited once issued. If something is wrong, we either void the invoice and reissue it, or put a credit on your next one. Either way the record shows what happened.
• A month in which you owe nothing produces no invoice.
• Everything is in US dollars.

If you think an invoice is wrong, tell us within 30 days of its date and we will look at it.

8. Late payment

An invoice is late if it is not paid by its due date. That includes an invoice AutoPay could not charge: it stays unpaid, and you can pay it yourself in the console in any of the ways your plan offers. If an invoice is not paid when due:

• We may charge a late fee of 1.5% per month on the overdue amount, or the highest rate Texas law allows, whichever is less.
• We may recover the costs of collecting it, including reasonable legal fees and the fees of a collections agency, to the extent Texas law allows.
• We may suspend guest ordering, as clause 9 describes.

9. Suspension of guest ordering

This is the part to read twice, because suspension is a real mechanism in the software and it has an exact shape.

The schedule. Counted in whole days from an invoice's due date, while it is unpaid:

Only an unpaid invoice starts this schedule. Guest ordering is never paused for not having a payment method on file.

What suspension does. New orders stop:

• A diner scanning a QR code is turned away.
• The menu and the payment page say the restaurant is not taking orders.
• Checkout is refused, including by anyone who tries to force it.

What suspension does not do. This list is deliberate:

• Your console keeps working in full. You can always read your account, see what is owed and pay it.
• Orders already placed are untouched, and so is the kitchen's view of them.
• A diner already mid-meal can still watch and pay for the order they placed. We do not strand someone at a table.
• Nothing is deleted, and nothing has to be reprinted. Your QR codes, menus, staff and history are exactly as they were.

A diner is never told anything about your account. They see one neutral sentence: that the restaurant is not taking orders right now.

Paying restores ordering immediately. When the payment lands — a card payment when it goes through, an ACH bank debit when it clears, a check when we record its arrival — the account returns to good standing in the same moment and guests can order again. There is nothing to reprint and nothing to switch back on.

We may also suspend guest ordering, with notice where we reasonably can, if we must for security, a legal reason, or a serious breach of clause 12.

10. What you need for guests to be able to order

Separately from late payment, guests can order only when the restaurant is set up to be billed: your billing details are on file and the restaurant is on a plan. A payment method is not one of the requirements. The console tells you exactly which of those is missing and where to fix it. Guests also stop being able to order when your plan ends, as clause 14 describes.

11. Trials, plans and price changes

• A trial is one per account, ever. If your plan includes one, nothing is charged for it — no flat fee, no per-order fee, no share of sales. Changing plans during a trial ends it.
• Your rates are the rates of the plan version you are on, and so are its payment terms, the ways it lets you pay an invoice and the fee for each. A plan's rates never change underneath you: when we change a price we publish a new version of the plan, and restaurants on the old version stay on it until they move.
• You can change plan in the console, and we show you what it does to this month's bill before you confirm. A change part-way through a month is prorated by day. A plan with lower limits may be refused until you are inside them; we never remove anything of yours to make a downgrade fit.
• Some plans are arranged privately with us rather than offered publicly. If you are on one and you switch away, you give it up.
• We may change our published prices, retire a plan, or change what a plan includes, by publishing a new version. We will tell you before it affects you.

12. Acceptable use

Do not use Gilded Plate to break the law, to sell what you may not lawfully sell, or to mislead diners. Do not attempt to reach another restaurant's data, probe or interfere with the service, work around the permission system, or resell or white-label Gilded Plate without our written agreement. Do not use the service to send unsolicited marketing to diners.

You may connect an AI assistant or another application to your account through our published interface. It acts as you, within the permissions you grant it, and what it does is your responsibility.

13. Data: who controls what

This clause matters, and the split is not the obvious one.

• You are the controller of your orders. Your menus, prices, orders, tables, staff records and the operational history of your restaurant are yours, and we process them on your behalf and on your instructions, which are the settings you configure and the actions you take in the console.
• We are the controller of a diner's own account. A diner's Gilded Plate account belongs to them and to us, not to you: their relationship is with us, because one account works at every restaurant on Gilded Plate. Our Privacy Policy describes it.

What that means day to day:

• The console never shows you a diner's account data beyond the name and email address of someone who was signed in when they ordered from you. Their saved dietary needs, their devices, their history at other restaurants and their payment identifiers are not yours to see and are not shown to you.
• When a diner deletes their account, your order records stay — with the diner's identifying columns emptied. Your books do not lose an order because someone closed an account.
• We will not sell your data, and we will not use your restaurant's operational data to do anything other than run and improve the service.

We use a small number of vendors to run Gilded Plate — hosting, the database, email, authentication, payments. They are listed and kept current on our security page and in the Privacy Policy.

14. Closing your account, and your data

You may stop using Gilded Plate at any time. Closing happens in the console and follows one timeline, set out below, whoever starts it.

Taking a copy of your data. At any time while you can reach the console, Settings › Export data prepares a copy of everything your restaurant holds: your locations, menus, dishes, tables, staff, orders, payments, refunds, tips, events and history as spreadsheets, with a description of every file and column, and your photographs, logo and menu background. It is prepared in the background, and we email the person who asked when it is ready. Its files can be downloaded for 7 days, after which they are deleted and you can prepare another. Staff PINs, device secrets and payment processor credentials are never included, and nor is anything that belongs to a diner's own account rather than to your records (clause 13). By default only the owner may export; you can grant it to others in the console.

Ending your plan. The person who manages your billing cancels the plan under Billing in the console, choosing to end it now or at the end of the current billing month. Until a plan set to end at the end of the month has ended, you can keep it, and nothing changes. When the plan ends, guests can no longer order. The final month is invoiced as usual: a month that ends early is charged by the day, and any invoice already issued, and any invoice for the period up to the end of your plan, remains payable under clauses 7 and 8.

For 60 days after the plan ends, the restaurant is closed but yours. Your console keeps working in full, apart from guest ordering: you can read and change everything, take an export, and reopen by choosing a plan in the console. A reopened plan starts that day, without a trial (clause 11).

For the 60 days after that, the restaurant is locked. Nobody on your staff can open it, and your paired devices stop working. We email your billing contact a week before the lock and again when it happens. While it is locked you can ask us to reopen it or to give you an export, and we will. We may extend either period, and we may delete a locked restaurant sooner if you ask us to.

Then it is deleted, permanently and completely. Your menus, dishes, photographs, locations, tables and QR codes, staff and roles, devices, orders, payments, refunds, events and history are deleted, your payment processor is disconnected and any export still waiting is deleted. There is no archive, no soft delete and no restoration afterwards — not from a backup, not by any other route. Both periods are counted in calendar days where your restaurant is, and the lock and the deletion each happen at midnight there.

What we keep. We keep our own records of our relationship with you, for at least 10 years after the deletion: your restaurant's own record, with its name; our billing record with you — your legal details, your plans, invoices, payments to us, credits and the payment method you paid us with, held only as its kind, brand, last four digits and expiry; your acceptances of these terms (clause 20); our billing audit log; our record of the invitation you joined with and of the emails we sent you; the record of the closure itself; and the name and email address of your account's owner at the time of deletion. The accounts of the people on your staff are their own and are not deleted with the restaurant (clause 13).

We may close your account if you breach these terms seriously or repeatedly, if an invoice goes unpaid long after suspension, or if we must for a legal reason. Where we reasonably can, we will warn you first. A closure we start follows the same timeline and gives you the same time to take your data.

15. Availability

We work to keep Gilded Plate running and we watch it, but we do not promise any particular level of uptime, and there is no service credit for downtime. The service may be unavailable for maintenance, for a failure at one of our vendors, or for reasons outside our control. Keep a way of taking orders that does not depend on us.

16. Ownership

We own Gilded Plate — the software, its design and everything in it except your content. You own your content: your menus, photographs, branding and your restaurant's data. You grant us the licence we need to host, display and process that content in order to run the service for you, including showing your menu and your branding to your diners.

17. Warranties and liability

Gilded Plate is provided "as is". To the fullest extent the law allows, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, and we do not warrant that the service will be uninterrupted or error-free.

We are not liable for: lost profits, lost revenue, lost or missed orders, loss of goodwill, or any indirect, incidental, special, consequential or punitive damages, however caused.

Our total liability to you for all claims arising out of or relating to these terms or the service, in any twelve-month period, is limited to the fees you paid us in the twelve months before the claim arose.

Nothing here excludes liability that cannot lawfully be excluded.

18. Indemnity

You will defend and indemnify us against claims arising from your food, your menu and allergen information, your prices and tax settings, your dealings with your diners and your staff, and your breach of these terms.

19. How these terms change

A published version of these terms is never edited. If they need to change, we publish a new version with a later effective date, and this one stays as it was, so what you agreed to on a given day remains readable.

On the morning a new version takes effect, your account's standing becomes "not yet accepted" and the console asks the person who manages your billing to accept it on their next visit. Your previous acceptance stays on the record. If you do not want to accept a new version, you may close your account under clause 14.

20. The record of your acceptance

When you accept a version of these terms we record it permanently and without change: which version, the moment, the IP address and browser it came from, the email address and name of the person who accepted, and your business's legal name as it then stood. That record survives the closure of your account and the deletion of your restaurant, deliberately, because it is the evidence of what was agreed.

21. General

These terms, together with the plan you are on, are the whole agreement between us about Gilded Plate, and they replace anything said beforehand. If a clause is unenforceable, the rest stands. Not enforcing something once does not waive it. You may not transfer these terms without our written agreement; we may transfer them to a successor to our business. Nothing here makes either of us the other's partner, agent or employer.

Notices to you go to your billing contact's email address in the console. Notices to us go to support@gildedplate.com.

22. Governing law and venue

These terms, and any dispute arising out of them or out of the service, are governed by the laws of the State of Texas, without regard to its conflict of laws rules. The state and federal courts located in Williamson County, Texas have exclusive jurisdiction, and both of us consent to that venue.