Terms of Service

In short: These Terms form a legally binding contract between you and Caleonix LTD, trading as ResoFlow. By using the Services you accept these Terms.

We are Caleonix LTD (company number 17162652), a company registered in England and Wales with its registered office at 71-75 Shelton Street, London, England, WC2H 9JQ. We trade as ResoFlow.

For legal matters, contact [email protected].

By accessing or using the Services you agree to be bound by these Terms. If you do not agree, you must not use the Services.

You enter into these Terms as a business, in the course of your trade or profession, and not as a consumer. You confirm that consumer-protection legislation (including the Consumer Rights Act 2015 and the Consumer Contracts Regulations 2013) does not apply to your use of the Services. Account holders and their staff must be aged 18 or over.

• Tenant — a business that holds an account on the Services (whether on a free or paid plan, or subscribing to one or more standalone products).
• Guest — an individual member of the public who, through the Services, makes a booking with a Tenant, joins its waitlist, buys a ticket or gift card from it, receives a gift card, joins its loyalty scheme, or places an order with it. Guests are the people the Services call a Tenant’s customers; these Terms use “Guest” to keep them distinct from the defined term Customer below.
• Services — the ResoFlow platform, including the dashboard, public booking pages, customer portal, embeddable widget, communications infrastructure, and APIs.
• Customer — used in the Data Processing Agreement to mean the Tenant.
• Subscription — a recurring plan and/or one or more standalone product subscriptions paid by a Tenant, billed monthly or annually.
• Product — a standalone ResoFlow product line (for example Gift cards, Loyalty, Tickets, Order & Pay, or Your website) that a Tenant may subscribe to on its own or alongside a plan.
• Caleonix, we, us, or our — Caleonix LTD, trading as ResoFlow.
• Fees — the charges for your Subscription and any add-ons or credit packs you buy.

In short: ResoFlow is a cloud-based bookings, ticketing, gift card, loyalty, ordering and venue-website platform for restaurants and other venues.

ResoFlow helps venues take and manage bookings, sell event tickets and gift cards, run loyalty schemes, take at-table orders, run a themed venue website, communicate with their guests, and run related operations. Its features are available as plans and as standalone products — you subscribe to what your business uses. It includes features such as a booking dashboard, public booking pages, an embeddable widget, a customer portal, guest communications, optional deposit collection, and tools for analytics, events, promotions, and staff — whether taken as part of a plan or as a standalone product — together with other features we may add, change, or remove from time to time. The current features for each plan are described on our Features and Pricing pages.

The Services may include AI-assisted features (such as a support assistant) that generate automated responses. AI-generated output may contain inaccuracies, is provided for general information only, is not professional advice, and is not a binding commitment by us. We always require a human step before any action that affects your account, billing, or payments.

Changes to the Services, and beta features

We are continually developing ResoFlow, so we may add, change, or remove features from time to time. We will not make a change that, taken as a whole, materially reduces the core functionality of your paid plan without notice under section 19. We may also offer features labelled "beta", "preview", "early access" or similar: these are provided on an "as is" basis, may change or be withdrawn at any time, and (subject to section 15) we are not liable for any issue arising from your use of a beta feature.

Promotions, offer codes and loyalty schemes

The Services include tools for you to run your own promotions, offer codes, and a loyalty scheme for your guests. These are your own offers, not ours: you decide what they say, what they discount or reward, and who can use them, and you are solely responsible for them — including honouring what you offer, the accuracy and lawfulness of your offer wording and any pricing claims, compliance with applicable consumer-protection and pricing-disclosure laws, and the terms you present to your loyalty members. ResoFlow provides the technical machinery only and is not a party to any offer, discount, or loyalty scheme between you and your guests. Loyalty stamps, points, and rewards are issued by you, have no cash value, and are your liability to honour (including any balances outstanding if you pause or close a scheme).

Where any perk, discount, or loyalty reward involves alcohol, you — as the holder of the relevant licence — are solely responsible for the lawful supply of that alcohol, including age verification at redemption and compliance with the licensing law that applies to your premises (including the additional restrictions on alcohol promotions that apply in Scotland). ResoFlow may show you warnings when an offer looks alcohol-related, but these are reminders only and do not transfer any licensing responsibility to us.

Gift cards

The Services include tools for you to sell gift cards, online and at your venue. Gift cards are your own product, not ours: you are the issuer and (for online sales, which are processed on your own connected Stripe account) the merchant of record. You are solely responsible for honouring every card you sell — including its remaining balance — for the terms you offer gift card buyers and recipients, for handling refunds and any buyer or recipient query or dispute, and for complying with applicable consumer-protection law. ResoFlow provides the technical machinery only, is not a party to any gift card sale, and never holds gift card funds. Payments for sales made at your venue are taken by you outside the Services entirely; ResoFlow records them for bookkeeping only.

Online gift card sales are distance sales: buyers normally have a 14-day right to cancel under the Consumer Contracts Regulations 2013, and the checkout therefore collects each buyer’s express consent to immediate digital delivery, which waives that right once the card is delivered. Sales made in person at your venue carry no statutory cooling-off period. You remain responsible for honouring any statutory rights that do apply and for your own refund policy beyond them.

Gift card expiry is set by you (subject to a 12-month minimum; the default is 24 months) and is shown clearly at purchase. Outstanding gift card balances are your liability to honour: they remain redeemable through the Services on any plan (including after a downgrade), and closing your account does not extinguish what you owe your guests — the account-deletion flow requires you to acknowledge any outstanding balance and gives you a final export of it. Gift cards sold through the Services are redeemable at your venue only, cannot be reloaded, and cannot be exchanged for cash; you must not offer or use them otherwise, as those properties keep them within the limited-network exclusion from UK payment-services regulation.

Menus, dish and allergen information

The Services include tools for you to publish your menu and, where enabled, to take dish pre-orders and at-table orders. Your menu content is your own, not ours: every dish name, description, price, and allergen or dietary label shown through the Services is authored by you, and you are solely responsible for its accuracy and completeness — including compliance with applicable food-information law (such as allergen disclosure) — and for receiving and acting on any allergy or dietary information your guests give you. ResoFlow displays the information you provide and passes on the notes and requests guests submit; it does not verify your menu content and is not a party to any order. Guest-facing surfaces where guests browse your menu or choose dishes carry a standing notice that dish and allergen information comes from your venue and that allergies should be raised with you directly.

Venue setup service

We offer an optional venue setup service: configuring your account’s settings and content with you (including a structured setup session and, where your plan includes CSV import, importing your existing bookings and customer list). The setup service is normally a one-off fee of £199; it is currently provided free of charge. We may withdraw or change the free offer at any time for future setups — never for a setup already agreed. Setup timings depend on our availability and on you providing the information and decisions needed; we aim to complete an agreed setup within one working day of the arranged transition day but do not guarantee timescales. The setup service configures your account on your instructions: you remain responsible for reviewing the result and for the accuracy of your menus, prices, policies and other content, as elsewhere in these terms.

What you need to use the Services

Using the Services requires a compatible, internet-connected device and an up-to-date supported web browser. You are responsible for your own equipment, internet access, and any mobile carrier or data charges you incur. We do not warrant that the Services will work on every device, browser, or network.

Third-party services and integrations

The Services rely on, and may let you connect to, services operated by third parties (for example payment, email, SMS and hosting providers, and any integration you choose to enable, such as a webhook or automation tool). We are not responsible for third-party services, for any integration you configure, or for the content of external websites we link to; your use of them may be governed by their own terms. Where a third party we rely on to provide the Services fails, the force-majeure provisions in section 17 may apply.

In short: Provide truthful information, keep your credentials secure, and you are responsible for all activity under your account.

You agree to provide accurate information at sign-up, to keep that information up to date, and to safeguard your password. You are responsible for all activity that occurs under your account, including any sub-users you grant access to.

By creating an account on behalf of a business, you represent and warrant that you are authorised to bind that business to these Terms, that the business details you provide are accurate, and that you accept these Terms both personally and on behalf of that business. If you do not have that authority, you must not create an account.

Multi-factor authentication is available on every account. We strongly recommend enabling it.

In short: Plans and standalone products, billed monthly or annually, with clear definitions of what counts as a billable unit.

We offer a free tier (Free) and several paid tiers (currently Plus, Pro, and Complete), billed monthly or annually. We also offer standalone product subscriptions (currently Gift cards, Loyalty, Tickets, Order & Pay, and Your website), which you can take on their own or alongside a plan; some products also have a free tier. The current prices and allowances for every plan and product are shown on our Pricing page and in your dashboard before you subscribe; the price shown when you subscribe is the price you pay.

For the avoidance of doubt:

• One booking = one confirmed table booking, regardless of party size.
• One SMS = one outbound text message per recipient per send.
• One email = one outbound email per recipient per send.
• One Order & Pay table order = one paid at-table order placed through the Service. A flat platform fee of 15p per paid table order applies, deducted from the order payment on your connected Stripe account — it is never added to the guest's bill, is never applied to tips, and is not charged on orders paid entirely with a gift card or made free by a promotion. The platform fee is non-refundable: it is not returned if you later refund the order, in full or in part. Stripe's own processing fees are separate: they are charged by Stripe directly under your Stripe agreement, and Stripe does not return them when a payment is refunded (see section 8).
• Monthly quotas reset on your billing anniversary — the day of the month on which your paid subscription renews. On the Free plan, quotas reset on the anniversary of the day you signed up.

Paid plans may also be billed annually, charged in advance at the discount shown on our Pricing page. Where a plan is billed annually, the relevant monthly quotas still reset each month on the same day-of-month as your renewal date.

Your plan and any products you subscribe to are billed together on one subscription, on the same billing rhythm (monthly or annual) and the same billing anniversary. If you upgrade to a plan that already includes a product you pay for separately, we automatically remove the separate product charge from the date the upgrade takes effect, and tell you so — you are never charged twice for the same feature.

The following optional billable units may be purchased in addition to your plan:

• SMS credit packs — one-off top-ups that add to your SMS allowance and do not expire.
• Email credit packs — one-off top-ups for venues on the Free plan, adding to the Free plan's monthly service-email allowance; they do not expire. Paid plans and paid products include unlimited service emails, so these packs are neither needed nor offered there.
• Marketing email credit packs — one-off top-ups that add to your marketing-email allowance and do not expire.
• Extra Storage — a recurring monthly add-on that increases your image-library storage allowance, priced as shown on our Pricing page.

One-off credit packs are not refundable. Recurring add-ons follow the same billing and cancellation rules as your plan. We may from time to time offer promotional discount codes, free-credit codes, or other promotions; the terms of each promotion are stated when it is offered and are set out in our Offer Terms.

All prices are in GBP. The price shown is the price you pay.

Essential guest emails and the owed balance (Free tier). On paid plans and paid products, service emails are unlimited, so no allowance wall arises. On the Free tier, emails your guests are owed — for example booking confirmations, cancellations and changes, payment receipts, and gift card deliveries — are never blocked: if the Free tier’s monthly email allowance and any purchased credits run out, these essential emails keep sending and are recorded as a negative credit balance, which is automatically deducted from your next credit top-up. Non-essential emails (such as reminders, follow-ups, and copies sent to your own team) pause until you top up or your monthly allowance resets, and each paused email is listed in your dashboard. If a negative balance remains unsettled for an extended period, we may add the outstanding amount to your next invoice, or pause optional email features until it is settled.

Prices are exclusive of VAT; VAT will be added if and when we become VAT-registered.

Fair usage

The allowances published on our Pricing page are the limits that apply to your plan. Where a plan describes an allowance as "unlimited" (including staff-created bookings and walk-ins), that means there is no plan-level cap on normal use — but we apply sensible platform-wide ceilings to guard against abuse and to keep the Services fast and reliable for everyone. We do not publish the exact ceilings, as they are anti-abuse thresholds rather than plan features. If your genuine usage ever approaches one, we will contact you to agree a sensible arrangement; we will never silently drop your bookings or delete your data for exceeding an allowance.

In short: Charged in advance for your chosen billing period (monthly or annually), auto-renewing until cancelled. You can cancel self-serve at any time from the dashboard.

• Subscriptions are charged in advance through Stripe for your chosen billing period (monthly or annually). Card details are stored by Stripe, not by us.
• Your subscription auto-renews at the end of each billing period until you cancel.
• Where your subscription includes standalone products, cancelling a product removes it (and its charge) at the end of the current billing period, while the rest of your subscription continues unchanged.
• You can cancel at any time from the billing settings in your dashboard. Cancellation is effective at the end of your current paid period.
• If you cancel an annual plan, it stops auto-renewing but you keep access until the end of the year you have paid for; we do not refund the unused part of an annual term (the 14-day money-back guarantee in section 7 still applies to your first payment).

Payments are processed by our third-party payment processor (Stripe), and your payment is also subject to the terms of your card issuer or bank. We are not responsible for errors, outages, or delays caused by the payment processor, or for a payment your card issuer declines.

In short: A full refund of all subscription charges from your first 14 days is available within 14 days of your first paid charge. One-off credit packs are never refundable.

• The 14-day money-back guarantee is available on the first paid period only, per tenant.
• If requested within 14 days of the initial charge, we will refund all of your subscription charges from those 14 days in full — your plan fee, any standalone products, any subscription add-ons (such as Extra Storage), and any charge for upgrading during the window.
• If you have used part of your plan allowance during those 14 days, the refund is processed and your account is downgraded to the free tier immediately. You retain no premium quota.
• A guarantee refund ends your whole paid subscription in one step: any standalone products you subscribed to are deactivated and their charges refunded along with your plan — nothing keeps billing after the refund.
• One-off credit packs are never refundable, and you keep any credits you purchased.
• To request a refund, use the billing settings in your dashboard. If you would rather not use the dashboard, you can instead email [email protected]. We process your refund promptly; your bank may then take a few working days to show it.

In short: Tenants who take payments through the Services — deposits, tickets, gift cards, orders and the rest — connect their own Stripe account. Guest card data flows directly to the tenant's Stripe; ResoFlow never touches it.

Tenants who take payments through the Services (for example deposit collection) onboard their own Stripe account through Stripe Connect. Guest card data goes directly to the tenant's Stripe account; ResoFlow does not see, store, or process guest card details.

The tenant is responsible for complying with Stripe's terms and conditions and for handling any tax obligations relating to deposits.

A platform fee of 2.9% + 50p per paid ticket applies to event tickets sold through the Service, and no platform fee is charged on booking deposits — you keep 100% of your deposits. Where one of your promotions or offer codes reduces a ticket’s price, the percentage part of the platform fee is calculated on the discounted amount the guest actually pays, not the original price. Online gift card sales are likewise processed on your connected Stripe account, and there is currently no platform fee on gift card sales — your venue keeps 100% of the face value. Where you require full payment for bookings, sell paid booking extras, or take paid pre-orders of menu dishes for larger bookings — including payments guests make through a payment link your team sends — those payments are also processed on your connected Stripe account, and there is currently no platform fee on pay-in-full bookings or paid booking extras — your venue keeps 100% of what customers pay. Where you offer Order & Pay at-table ordering, guests’ table-order payments are likewise processed on your connected Stripe account, and there is currently a flat 15p platform fee per paid Order & Pay table order, deducted from your payout — never added to the customer's bill, and tips are never touched. The fee is deducted from the order payment before it reaches you and is never added to the guest’s bill; orders paid entirely with a gift card, and orders made free by a promotion, carry no fee. Any platform fee is separate from, and in addition to, Stripe's own payment-processing fees, which are deducted by Stripe. Stripe does not return its own card-processing fees when a payment is refunded. Those fees are charged by Stripe under your Stripe agreement and are paid to Stripe directly — ResoFlow never receives or holds any part of them. Your venue absorbs the ticket fee by default; you may instead choose to pass it on to the guest, in which case it is shown to the guest at checkout before purchase. We may change platform fees on 14 days' notice in line with section 19; the current fees are shown in your dashboard. You remain responsible for complying with applicable consumer-protection and pricing-disclosure laws in your dealings with your customers.

Your Stripe account is your own. When you connect Stripe, you enter Stripe's Connected Account Agreement directly with Stripe — ResoFlow is not a party to it and never holds your funds. You are responsible for managing your Stripe account, including your payout schedule, your disputes, and any information Stripe asks you for. All Stripe fees are yours: card-processing fees (which differ by card type and payment method), any dispute or instant-payout fees, and any other charges under Stripe's pricing — and Stripe may change its fees at any time; Stripe's current pricing page is always the authoritative source. ResoFlow's own platform fees are listed separately in these Terms and never include Stripe's.

You are responsible for your own taxes. All prices you set, and all payments you take through the Service, are yours as the merchant — accounting for VAT and any other tax on your sales, registering where required, and filing returns are your responsibility and your accountant's. ResoFlow's receipts, reports and exports are bookkeeping aids, not tax advice; your Stripe dashboard remains your official record of payments, fees and payouts.

No-show protection and no-show fees

You may switch on no-show protection for bookings made through your public booking page. Where you do, completing a qualifying booking may require the guest to securely save a payment card. The card is saved by Stripe on your own connected Stripe account; ResoFlow does not see, store, or process card details, and no money is taken or held at the time of booking.

A no-show fee is charged either when a member of your team deliberately marks a booking as a no-show, or — where you enable it — automatically when a guest cancels after your stated free-cancellation deadline. A staff-marked no-show fee is charged only after a short grace period during which the booking can be reinstated; a late-cancellation fee, where you enable it, is charged at the point the guest cancels late. The fee is a single flat fee per booking (per table), not multiplied by party size; it is set by you, charged on your connected account, and paid to you as the merchant of record (ResoFlow may deduct a platform fee, shown in your dashboard). The fee and your free-cancellation window are shown to the guest before they confirm the booking.

You are responsible for clearly disclosing your no-show fee and free-cancellation terms to guests, for setting a lawful and proportionate fee, for handling any guest query, dispute, or refund (which you can issue through your own Stripe account), and for complying with applicable consumer-protection and pricing-disclosure laws. ResoFlow's role is limited to providing the technical means to save the card and attempt the charge on your behalf through Stripe Connect.

Payment records

Stripe is the system of record for payments. Stripe maintains the authoritative record of every payment processed through it — subscription charges, guest deposits, no-show fees, event-ticket payments, and online gift card purchases — including receipts and refund history. ResoFlow keeps related booking and billing metadata for its own operation and for the retention periods set out in our Privacy Policy, but Stripe (not ResoFlow) holds the definitive payment record. Please rely on your own Stripe dashboard for financial, accounting, and tax records; we are not responsible for the accuracy, availability, or retention of records held by Stripe.

In short: Our Privacy Policy and Data Processing Agreement form part of these Terms.

The Privacy Policy is incorporated into these Terms by reference.

For tenants, the Data Processing Agreement is incorporated into these Terms by reference and forms part of your contract with us. Tenants who require a counter-signed copy of the DPA may request one by emailing [email protected].

In short: Use the Services for the legitimate operations of your business only. Do not abuse the platform or harm other users.

You agree not to:

• Scrape or extract data through automated means beyond the supported integrations.
• Circumvent or attempt to circumvent any security measure.
• Reverse engineer, decompile, or otherwise extract source code.
• Abuse, harass, or impersonate other users, our staff, or any third party.
• Use the Services to send unsolicited bulk communications.
• Use the Services to build a competing booking, ticketing, gift card, loyalty or ordering system.

Tenants are responsible for complying with their own GDPR obligations to their guests, including providing appropriate notices and respecting data-subject rights.

In short: We own ResoFlow. You own your data. We grant you a limited licence to use the Services.

• We own the ResoFlow code, brand, designs, and the Services generally.
• You own the data you upload (bookings, customer profiles, menus, and so on).
• We grant you a revocable, non-exclusive, non-transferable licence to use the Services for their intended purpose during your subscription.

Content you upload

You may upload content to the Services (for example menus, images, logos, and marketing material). You confirm that you own that content or have the rights and permissions needed to use it, that it is not unlawful and does not infringe anyone else's rights, and you grant us the licence needed to host, store, display, and process it solely to provide the Services to you. You are responsible for the content you upload, and we may remove content we reasonably believe breaches these Terms or the law.

Reporting infringing content

If you believe content on the Services infringes your intellectual property rights, email [email protected] with details of the content and your rights, and we will review it.

Feedback and ideas

If you send us feedback, suggestions, or ideas about the Services, you agree we may use them freely to operate and improve the Services, with no obligation or payment to you. Please do not send us confidential ideas you do not want us to use.

In short: You can cancel any time. We may terminate for breach with notice; immediate termination is reserved for fraud, abuse, or non-payment.

• By you: cancel any time through the billing settings in your dashboard.
• By us: we may terminate for breach with 30 days written notice (or immediately for serious breach including fraud, abuse, or persistent non-payment).
• Suspension: rather than terminating, we may temporarily suspend your access (in whole or in part) where a payment has failed, or where we reasonably believe suspension is necessary to protect the Services, other users, or us. We restore access once the cause is resolved (for example, once a failed payment is settled). During any suspension caused by your breach or non-payment, Fees continue to accrue and no service credits are due.
• Cancelling a paid subscription simply removes what you cancelled at the end of the paid period — a cancelled plan downgrades you to the Free tier, and a cancelled standalone product is removed from your subscription; either way your account stays open. Where we terminate your account (or you delete it), access is suspended; see section 13 for the data export window.
• Sections covering liability, indemnity, intellectual property, and governing law survive termination.

Cancelling a paid subscription downgrades your account to the Free tier; your data is retained for as long as the free account stays open. The 30-day export window described here applies only on account deletion or termination.

After account deletion or termination you have 30 days to request your data by emailing [email protected] from the Owner’s account email — this route works even though your dashboard access has ended, including where we terminated the account. We produce the export and email you a secure download link, valid for 24 hours, within 7 working days of your request. After the 30-day window we permanently delete your data, subject to any legal retention obligations described in the Privacy Policy. While your account is open you can also ask for an export at any time from the Help & Support page in your dashboard.

The export tool is how you keep your own copy of your data. You are responsible for retaining your own records: the Services are not a backup or archiving service, and you should keep your own copies of anything you need to retain.

In short: We work hard to keep ResoFlow available and aim for high uptime, but we provide the Services on a best-effort basis without a guaranteed uptime figure or service credits. You can see live status any time on our status page.

We host on Google Cloud and monitor availability continuously. We aim to keep the Services available as close to around-the-clock as we reasonably can, and we publish live and historical status at status.resoflow.co.uk.

The Services are provided on a best-effort basis. We do not guarantee a specific uptime percentage and we do not offer service credits for downtime. We may carry out maintenance from time to time and will give reasonable advance notice of any planned maintenance we expect to be disruptive. This does not affect your statutory rights, our other obligations in these Terms, or the force-majeure provisions in section 17.

Your domain (optional product)

If you enable the optional Your domain product, the same best-effort posture applies to serving your pages on your connected domain and to sending guest email from it. Two responsibilities stay yours, stated plainly: you own and must keep renewing your domain's registration with your own provider — if the registration lapses, or you remove or change the DNS records the set-up asked for, your connected site and your venue-domain email stop working through no fault of ours (we run a daily health check and warn you, and your guest email safely reverts to sending from ResoFlow's own address rather than failing). And we do not guarantee inbox placement: where mail lands is decided by the receiving provider (Gmail, Outlook and the rest), influenced by your own domain's sending reputation — especially for marketing sent from a newly connected domain, which you enable at your own choice via the acknowledgement in your dashboard. If you cancel the product, your domain serves a simple venue card for 30 days (never an error page) while everything is kept for painless re-connection, after which the connection is removed and your domain is entirely back in your hands.

Provided "as is"

To the fullest extent permitted by law, the Services are provided "as is" and "as available", without warranties of any kind, whether express or implied. We do not warrant that the Services will be uninterrupted, timely, error-free, or free of viruses, or that they will meet your specific requirements. We disclaim all implied warranties, including any implied terms as to satisfactory quality, fitness for a particular purpose, and non-infringement, to the extent the law allows them to be excluded. Nothing in this section removes any statutory rights you have that cannot lawfully be excluded, or affects our commitment in section 3 about material reductions to your paid plan.

In short: Two parts: nothing limits our liability for death, fraud, or anything else the law won't let us exclude; for everything else — including data-protection claims — our total liability is capped at the lesser of £5,000 or the fees you paid us in the prior 12 months.

A. Uncapped (mandatory carve-outs)

Nothing in these Terms limits or excludes liability for:

• Death or personal injury caused by our negligence.
• Fraud or fraudulent misrepresentation.
• Any liability that cannot be excluded under English law.

B. Cap on everything else

Subject to part A, for any and all other claims — including any claim arising from a breach of data-protection obligations — our total aggregate liability to you is capped at the lesser of:

• £5,000, or
• the fees you paid us in the 12 months preceding the claim.

Excluded losses

Regardless of the cap, we are not liable for:

• Loss of profits, revenue, or anticipated savings.
• Loss of business, opportunity, or goodwill.
• Indirect, special, incidental, or consequential losses.

You will indemnify Caleonix against claims arising from:

• Your breach of these Terms.
• Your handling of guest data where you are the controller.
• Content you upload to the Services.
• Your breach of any third-party rights.

We will indemnify you against third-party claims that the Services, as provided by us, infringe that third party's intellectual property rights — capped per section 15. This does not cover infringement arising from your own uploaded content, from combining the Services with anything we did not supply, or from your modification or misuse of the Services.

Any indemnity under this section is conditional on the indemnified party promptly notifying the other of the claim, giving the other sole control of the defence and settlement, and providing reasonable cooperation. Neither party may settle a claim in a way that admits fault or imposes an obligation on the other without that other party's prior written consent.

Neither party is in breach of these Terms for non-performance caused by events outside its reasonable control, including:

• Acts of God, war, terrorism, civil unrest, or pandemic.
• Government action or change in law.
• Internet, power-grid, or essential third-party-service outages (including those of our hosting and communications providers).
• Cyberattack, despite reasonable security measures.
• Strike or industrial action.

During a force-majeure event, the affected obligations are suspended for its duration. Either party may terminate without penalty if the event continues for more than 30 consecutive days.

We will provide 30 days advance notice by email and a dashboard banner before adding any new subprocessor that processes personal data as part of your existing use of the Services. Where a new subprocessor only supports an optional feature you choose to enable, it is disclosed on the sub-processors list and your decision to enable that feature is your authorisation to engage it (as set out in section 7 of our DPA); you remain free not to enable the feature. Tenants may terminate without penalty if they object on reasonable grounds. The current list is at /policies/subprocessors.

We will give 14 days advance notice (in-app and by email to the tenant primary contact) before any material change to these Terms — meaning a change that reduces your rights, reduces a published plan allowance, or increases your fees. Continued use of the Services after the effective date counts as acceptance. If you do not accept a material change you may terminate without penalty before it takes effect.

Non-material changes (typo fixes, formatting, clarifications) may be made without separate notice; the "Last updated" date at the top of this page will be revised.

In short: English law applies. Disputes are heard exclusively by the English courts after a 30-day good-faith negotiation period.

These Terms and any disputes arising under them are governed by the laws of England and Wales.

Before commencing legal proceedings, the parties agree to spend at least 30 days attempting in good faith to resolve any dispute informally, contactable through [email protected]. If informal resolution fails, the courts of England and Wales have exclusive jurisdiction.

To the extent permitted by law, any claim you bring arising out of or relating to these Terms or the Services must be started within one year of the date the claim arose; after that it is permanently barred. This does not apply where the law does not allow such a time limit.

In short: Guests receive SMS from tenants (the tenant is the controller). Like emails, texts may be transactional or marketing; every marketing text carries an opt-out link. Tenants may receive operational or security SMS from ResoFlow.

SMS that a tenant sends to its guests through ResoFlow may be transactional or operational (for example booking confirmations, reminders and waitlist updates) or, where the tenant has enabled it and the guest's marketing preferences allow it, marketing (for example birthday and post-visit messages). As with email, the tenant is the controller of its guest messaging and is responsible for having a lawful basis for it, including compliance with PECR Regulation 22 for marketing messages.

Every marketing SMS sent through ResoFlow automatically carries a link to the guest's messaging-preferences page, where they can opt out of marketing messages; this link is added by the platform and cannot be removed by the tenant. Messages are sent from a named (alphanumeric) sender, so replying to them — including replying "STOP" — does not work; the preferences link is the opt-out route. Guests’ standard carrier rates apply to messages they receive.

Tenants may receive operational and security SMS messages from ResoFlow.

You consent to receive communications and contracts in electronic form. Your electronic acceptance of these Terms (for example, by ticking a checkbox or clicking "I agree") has the same legal effect as a handwritten signature.

In short: Each of us keeps the other's confidential business information private.

In the course of these Terms, each party may learn confidential information about the other's business — for example pricing, product plans, business methods, or other non-public commercial information. Each party agrees to keep the other's confidential information confidential, to use it only as needed for these Terms, and not to disclose it to anyone else, except: information that is or becomes public through no fault of theirs; information they already lawfully held or independently developed; and any disclosure required by law or a regulator. This clause does not apply to personal data (which is governed by the Privacy Policy and DPA), and it survives termination.

• These Terms (together with the Privacy Policy and DPA) constitute the entire agreement between you and us. Each party confirms it has not relied on any statement or representation not set out in these Terms (this does not limit any liability for fraud).
• If any provision is held unenforceable, the remainder of the Terms continues in force.
• We may assign, transfer, novate, or subcontract our rights and obligations under these Terms, including as part of a corporate transaction; we will give you notice of any assignment. You may not assign or transfer your rights without our prior written consent (not to be unreasonably withheld).
• Failure to enforce any right does not waive it.
• No partnership, agency, or joint venture is created by these Terms.
• The Contracts (Rights of Third Parties) Act 1999 does not apply; only the parties to these Terms may enforce them.

Notices

Formal notices to us must be sent to [email protected] (and, for legal notices, also by post to our registered office). We give you notices by email to your account's primary contact and/or in-app. A notice is treated as received on the day it is sent if that is a working day, otherwise on the next working day.

Related documents

The following also apply to your use of the Services:

• Privacy Policy — how we handle personal data.
• Cookie Policy — what we store in your browser.
• Data Processing Agreement — our data-processing terms for tenants.
• Subprocessors — the third parties we use.
• Accessibility statement — our approach to accessibility.

For legal matters, email [email protected].

By post:
Caleonix LTD (Company No. 17162652)
71-75 Shelton Street
London
England, WC2H 9JQ
United Kingdom