These Terms and Conditions (the "Terms") form a legally binding agreement between you and Naifeast Digital, the operator of the DineBook platform ("DineBook", "we", "us", or "our"). They govern your access to and use of the DineBook websites, applications, dashboards, APIs, and related services (together, the "Service"). Please read them carefully. If you are entering into these Terms on behalf of a business, you represent that you are authorised to bind that business.

1. Acceptance of Terms

By creating an account, ticking the acceptance box at sign-up, or otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, you may not access or use the Service. These Terms apply to all users of the Service, including restaurant partners, their team members, and visitors.

2. Definitions

• "Restaurant" / "you" means the business that registers for and uses the Service.
• "Account" means the organisation account and all logins (owner, branch managers, and staff) that belong to it.
• "Guest" means a diner who makes a reservation through a Restaurant's booking link.
• "Guest Data" means personal data of Guests collected through the Service.
• "Subscription" means a paid plan (Growth or Enterprise) or the free Starter plan.

3. Description of Service

DineBook is a restaurant reservation and operations platform. It provides tools to generate booking links, manage tables and floor plans, track reservations and waitlists, run guest CRM, loyalty and marketing, process subscription payments, and use optional AI-powered assistance. Guests use booking links to reserve tables directly with the Restaurant. We provide the software; the Restaurant remains responsible for its own reservations, operations, and guest relationships.

4. Eligibility & Accounts

• Registration: You must provide accurate, current, and complete business information and keep it up to date. You must be at least 18 years old and legally able to enter into contracts.
• Account security: You are responsible for safeguarding your credentials and for all activity under your Account, including actions by your team members. Enable two-factor authentication where available. Notify us immediately of any unauthorised use.
• Team members: The account owner may invite branch managers and staff, each with their own login and role-based access. The owner is responsible for their team members' use of the Service.
• Guests: Guests do not need an account to book, but must provide valid contact details through the booking link.

5. Subscriptions, Billing & Payments

• Plans & fees: Paid plans are billed in advance at the price shown on our Pricing page, on a monthly or annual cycle. There is no commission or per-booking fee.
• Auto-renewal: Paid plans renew automatically at the end of each billing period by charging your saved payment method, until cancelled. By subscribing, you authorise these recurring charges.
• Upgrades: Upgrading to a higher plan takes effect immediately. We charge a prorated amount for the remainder of the current period; your renewal date does not change.
• Downgrades: Downgrading to a lower plan takes effect at your next renewal date, so you keep your current plan for the period you have already paid for.
• Failed renewals: If a renewal charge fails, your Account remains active during a short grace period while we retry and notify you. If it still has not succeeded when the grace period ends, we may downgrade your Account to the free Starter plan until a paid plan is reactivated.
• Payment processor: Payments are processed by third parties (e.g. Paystack). Your use of them is subject to their terms; we are not responsible for their acts or omissions.
• Taxes: Fees are exclusive of taxes. You are responsible for any applicable taxes, levies, or duties, except taxes on our income.
• Price changes: We may change fees on prospective notice. Changes take effect at your next renewal; continuing to use a paid plan after that constitutes acceptance.

6. Free Trial

New Accounts may receive a time-limited free trial of a paid plan. Unless you subscribe before the trial ends, your Account automatically moves to the free Starter plan. We may modify or withdraw trial offers at any time, and limit trials to one per business, phone number, or email.

7. Cancellation, Refunds & Account Closure

• Cancel anytime: You may cancel your Subscription at any time from your dashboard. Cancellation stops future renewals; your paid plan remains active until the end of the current period, after which the Account moves to the free Starter plan.
• No refunds: Except where required by applicable law, all fees are non-refundable and we do not provide refunds or credits for partial periods, unused time, or downgrades.
• Closing your Account: The account owner may close the Account. Closing cancels the Subscription immediately (no further charges, no refund for the current period) and signs out all team members.
• Recovery window & deletion: After closure, your data is retained for a 30-day recovery window during which you may reactivate. When the window ends, the Account and its data are permanently and irreversibly deleted, except records we must keep by law or for legitimate business purposes (e.g. transaction and anti-fraud records).

8. Your Data & Data Protection

You retain ownership of the data you and your Guests submit to the Service. You grant us a worldwide, non-exclusive licence to host, process, transmit, and display that data solely to operate, secure, and improve the Service and to provide it to you.

• Roles under the Data Protection Act, 2019 (Kenya): For Guest Data, you are the "Data Controller" and DineBook acts as your "Data Processor", processing Guest Data on your documented instructions to provide the Service.
• Your obligations: You are responsible for having a lawful basis to collect Guest Data, providing Guests with required notices, honouring their rights, and complying with the Act in your own operations and with any data you export.
• Our obligations: We implement appropriate technical and organisational measures to protect personal data, assist you with data-subject requests where reasonable, and process personal data only as needed to deliver the Service, as described in our Privacy Policy.
• Sub-processors: We use vetted third-party providers (e.g. hosting, payments, messaging, email, and AI) to deliver the Service and require them to protect personal data.

9. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation.
• Harass, threaten, defraud, or harm other users, Guests, or third parties.
• Upload malware, or interfere with, disrupt, or overload the Service (including denial-of-service attacks).
• Reverse engineer, decompile, scrape, or attempt to derive source code, except as permitted by law.
• Resell, sublicense, or provide the Service to third parties except your own authorised team members.
• Send unlawful, unsolicited, or non-consented communications to Guests using the Service.
• Upload content you do not have the right to use, or that infringes the rights of others.

10. Integrity & Anti-Fraud Policy

DineBook maintains a strict policy against reservation manipulation and fraudulent activity and employs monitoring systems to protect platform integrity, Guests, and honest Restaurants.

Prohibited Actions

• Fraudulent cancellations: Marking valid, attended reservations as "Cancelled" to misrepresent reservation activity is strictly prohibited.
• Reservation manipulation: Any attempt to circumvent or manipulate the platform's reservation tracking or fraud-detection systems.
• False information: Providing incorrect reservation status or customer information.

Monitoring & Enforcement

• Customer verification: We may contact Guests directly by email, SMS, WhatsApp, or phone to verify the status of any reservation, and monitor cancellation patterns for suspicious behaviour.
• Suspension: Accounts may be suspended upon confirmation of a fraud incident (typically pending a review of 24–48 hours), with immediate lockout to protect the platform.
• Appeals: Suspended Restaurants may submit an appeal from their dashboard, which we review before taking further action.
• Termination & legal action: Repeated or severe fraud may result in permanent termination and, in serious cases, legal action to recover losses and damages.

11. AI Reservation Assistant

DineBook offers an optional AI-powered assistant ("Zara") to help Guests make reservations by voice and text. By enabling or using this feature you acknowledge and agree that:

• Third-party provider: The assistant is powered by third-party AI providers (e.g. ElevenLabs). Data transmitted is encrypted in transit and processed to complete the reservation; use of the feature is also subject to the provider's terms.
• Data minimisation: The assistant collects only information necessary to complete a reservation (name, contact details, date, time, party size). Voice interactions are processed in real time and are not retained after the reservation is completed.
• Accuracy & availability: The assistant may make mistakes and may be unavailable or interrupted. All reservations are subject to Restaurant confirmation and availability. You are responsible for verifying details in confirmation messages.
• Consent: By using the assistant, Guests consent to their voice and text data being processed to complete their reservation.

12. Intellectual Property

The Service and all associated software, content, features, trademarks, and functionality (excluding your data and content) are and remain the exclusive property of Naifeast Digital and its licensors, protected by the laws of Kenya and other countries. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Service for your internal business purposes during your subscription. If you send us feedback or suggestions, you grant us a perpetual, royalty-free licence to use them without obligation to you.

13. Third-Party Services

The Service integrates third-party services (for example, payment processing, messaging, email, hosting, and AI). Your use of those services may be subject to their own terms and privacy policies. We are not responsible for third-party services, and their availability or performance is outside our control.

14. Suspension & Termination

• By you: You may stop using the Service at any time and cancel or close your Account as described in Section 7.
• By us: We may suspend or terminate your access, with or without notice, if you breach these Terms, fail to pay, engage in fraud or unlawful activity, or where necessary to protect the Service, other users, or Guests.
• Effect: On termination, your right to use the Service ends immediately. Sections that by their nature should survive (including payment obligations, intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution) survive termination.

15. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We do not warrant that the Service will be uninterrupted, error-free, secure, or that it will meet your requirements, and we are not responsible for lost bookings, revenue, or data arising from factors outside our reasonable control.

16. Limitation of Liability

To the maximum extent permitted by law, in no event will Naifeast Digital, its directors, employees, or suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, or business, arising out of or relating to the Service or these Terms, even if advised of the possibility of such damages.

To the maximum extent permitted by law, our total aggregate liability arising out of or relating to the Service or these Terms will not exceed the greater of (a) the total fees you paid to us for the Service in the twelve (12) months immediately before the event giving rise to the claim, or (b) KES 10,000. Nothing in these Terms limits liability that cannot be limited under applicable law.

17. Indemnification

You will indemnify, defend, and hold harmless Naifeast Digital and its officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Service; (b) your content or Guest Data and your handling of it; (c) your breach of these Terms or applicable law; or (d) your violation of the rights of any third party, including Guests.

18. Governing Law & Dispute Resolution

These Terms are governed by the laws of the Republic of Kenya, without regard to conflict-of-law rules. The parties will first attempt to resolve any dispute in good faith. If unresolved within thirty (30) days, the dispute will be referred to and finally resolved by arbitration in Nairobi, Kenya, under the Arbitration Act, 1995 and the rules of the Nairobi Centre for International Arbitration, by a single arbitrator, in English. Nothing prevents either party from seeking urgent interim relief from the courts of Kenya at Nairobi, whose courts otherwise have jurisdiction.

19. Changes to the Service & Terms

We may modify or discontinue features of the Service at any time. We may also revise these Terms; when we make material changes, we will update the "Last Updated" date and, where appropriate, notify you. Your continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

20. General

• Entire agreement: These Terms and the Privacy Policy are the entire agreement between you and us and supersede any prior agreements on the subject.
• Severability: If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary.
• Waiver: Our failure to enforce any right or provision is not a waiver of it.
• Assignment: You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of assets.
• Force majeure: We are not liable for any delay or failure caused by events beyond our reasonable control.
• Relationship: The parties are independent contractors; nothing creates a partnership, agency, or employment relationship.
• Notices: We may provide notices by email or through the Service. You consent to receive communications from us electronically.

21. Contact Us

Questions about these Terms? Contact Naifeast Digital (DineBook) at [email protected].