Terms of Service

1. About Windsor Digital

Windsor Digital Pty Ltd ("Windsor Digital", "we", "us") operates an online ordering platform for independent hospitality venues in Australia. Windsor Digital is a technology platform only, we are not a food business, restaurant operator, or party to the transaction between the customer and the restaurant.

By creating an account and using our platform, you ("the restaurant", "you") agree to these Terms of Service. If you do not agree, do not use the platform.

2. Your account and acceptance

You accept these terms when you indicate your agreement at onboarding. We record who accepted, when, and which version. We may publish updated versions (see Section 17); the version in force is shown by the effective date above. You are responsible for the accuracy of your account details and for all activity under your account and your staff's accounts.

3. Platform fee

Windsor Digital charges a platform fee of 2% on every transaction processed through the platform. This fee is charged to the restaurant, not the customer. The fee is calculated on the total order amount (inclusive of any modifiers) and deducted automatically before funds are paid out to your Stripe account.

The fee is inclusive of GST where Windsor Digital is registered for GST; we will issue you a tax invoice for the commission. The platform fee percentage is displayed in your dashboard settings and may be updated with 30 days' written notice. If you do not agree to a change, you may stop using the platform before it takes effect.

4. Payments and Stripe

All payments are processed by Stripe via Stripe Connect. Windsor Digital does not hold, process, or have access to customer payment card information.

Restaurants receive funds minus the platform fee via their connected Stripe account, according to Stripe's standard payout schedule. You are responsible for maintaining an active Stripe account in good standing.

You acknowledge that you are a Stripe connected account, that you have accepted the Stripe Connected Account Agreement and Stripe Services Agreement, and that those agreements govern the payment-processing relationship. You must comply with all card-network rules and Stripe requirements.

5. Refunds, chargebacks, negative balances and recovery

5.1 Refunds.Refunds are the restaurant's responsibility. If a customer is entitled to a refund, you must process it promptly via your Stripe dashboard or the orders dashboard. The platform fee is non-refundable.

5.2 Chargebacks and disputes. You are solely responsible for, and bear all liability associated with, every refund, chargeback, dispute, reversal, fine, penalty or assessment relating to a transaction processed for you (each a "Recoverable Amount"), including any amount Windsor Digital or Stripe must cover on your behalf, and including fraudulent and "friendly-fraud" chargebacks. We may pass on a chargeback handling fee of A$25 per disputed transaction.

5.3 Negative balances. If your connected-account balance becomes negative, or Windsor Digital is debited by Stripe for any Recoverable Amount attributable to you, you must repay that amount to us on demand.

5.4 Right to deduct / set-off. You authorise Windsor Digital to recover any Recoverable Amount and any other amount you owe by (a) deducting or setting it off against current or future payouts or amounts otherwise payable to you; (b) reversing the corresponding Stripe transfer; and/or (c) where permitted, debiting your connected account. This right survives termination.

6. Restaurant obligations

By using the platform, you agree that you are solely responsible for:

• Food safety and hygiene, compliance with all applicable food safety legislation and regulations in your jurisdiction
• Menu accuracy and pricing, ensuring all items, descriptions, prices and availability on your digital menu are current and correct. You warrant the content you supply is accurate and not misleading, and you indemnify us (see Section 12) for it. Windsor Digital does not create, adopt or endorse your representations
• Allergen information, providing accurate allergen and dietary information for all menu items
• Timely preparation, preparing orders within the estimated timeframe shown to customers
• Pickup availability, being available to hand orders to customers during your published operating hours
• Legal compliance, holding all required licences and permits for your food business

Windsor Digital does not inspect, verify, or endorse the quality, safety, or accuracy of any food or beverages offered through the platform.

7. Intellectual property and your content licence

The platform, its software, design and all related intellectual property are owned by Windsor Digital. You must not copy, modify, reverse engineer, decompile or create derivative works of the platform, or remove proprietary notices.

You retain ownership of your menu content, item descriptions, images, logo and trade marks ("Restaurant Content"). You grant Windsor Digital a non-exclusive, worldwide, royalty-free, sub-licensable and transferable licence to host, store, reproduce, adapt, format, publish, display and distribute the Restaurant Content (a) to operate, provide and improve the platform (including displaying your branded ordering page); and (b) to promote and market Windsor Digital and the platform, including featuring your business name, logo and Restaurant Content in Windsor Digital's marketing and promotional materials, website, case studies, and social media channels. You warrant you own or are licensed to use the Restaurant Content and that it does not infringe any third-party rights.

8. Acceptable use

You must not, and must not permit any person to:

• introduce or transmit any virus, malware or harmful input (including via menu content, item names, customer-facing fields, or API payloads)
• use any bot, scraper or automated means to access, overload, or extract data from the platform, or to create accounts or submit orders
• circumvent, disable or interfere with any security feature, rate limit, authentication or access control
• attempt to gain unauthorised access to the platform, other venues' data, or underlying systems
• probe, scan or test the platform's vulnerability
• place a disproportionate load on the infrastructure
• submit fraudulent or non-bona-fide transactions; or use the platform for any unlawful purpose

Breach of this section is a material breach and we may suspend or terminate access immediately.

9. Customer data and privacy

Customer data collected through your online ordering page, including customer names, email addresses, and order history, belongs to your restaurant. Windsor Digital and your restaurant are each responsible for handling personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

You must not use customer data for purposes outside order fulfilment without the customer's explicit consent. For full details on data handling, see our Privacy Policy.

10. Warranties and disclaimer

To the maximum extent permitted by law, the platform is provided "as is" and "as available", and Windsor Digital disclaims all warranties, express or implied, including that the platform will be uninterrupted, error-free or secure. This is subject to Section 11.

11. Limitation of liability

To the maximum extent permitted by law, Windsor Digital is not liable for:

• Food quality, preparation, safety, or hygiene issues
• Disputes between customers and restaurants
• Stripe outages, payment processing failures, or payout delays
• Loss of revenue during platform downtime or maintenance
• Indirect, incidental, or consequential damages

Windsor Digital's total aggregate liability to you is limited to the platform fees paid by you in the 12 months preceding the event giving rise to the claim.

Australian Consumer Law. Nothing in these terms excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law (ACL) that cannot lawfully be excluded (a "Non-excludable Guarantee"). Where Windsor Digital is liable for breach of a Non-excludable Guarantee and the law permits limitation, its liability is limited, at its option, to: (a) for services, resupplying the services or paying the cost of resupply; and (b) for goods, replacing the goods or paying the cost of replacement.

12. Indemnity

You indemnify and hold harmless Windsor Digital and its officers, employees and agents from and against all claims, demands, losses, liabilities, fines, penalties, taxes and reasonable costs (including legal costs) arising out of or relating to: (a) the food, goods or services you offer, sell or supply (including food safety, allergen, quality and consumer claims); (b) any transaction, refund, chargeback or dispute relating to you; (c) your breach of these terms, the acceptable-use provisions, the Stripe agreements, card-network rules, or any law; and (d) your Restaurant Content. This excludes loss to the extent caused by Windsor Digital's own fraud, negligence or wilful misconduct.

13. Account suspension and termination

Windsor Digital may suspend or terminate your account for:

• Non-payment of platform fees
• Repeated customer complaints regarding food quality or service
• Violation of these Terms of Service
• Fraudulent activity, elevated fraud/chargeback risk, or misuse of the platform
• A requirement of Stripe, a card network, or legal or regulatory obligation

For non-urgent terminations, Windsor Digital will provide 30 days' written notice via the email address on your account. Immediate suspension may occur in cases of fraud, legal obligation, or risk to customer safety. We may withhold payouts associated with disputed or suspect transactions pending the resolution of any investigation.

On termination, all outstanding amounts (including Recoverable Amounts) become immediately due; we will make a final settlement net of fees and amounts owed. You may close your account at any time by contacting us. Outstanding platform fees remain payable.

14. Governing law

These Terms of Service are governed by and construed in accordance with the laws of the State of Victoria, Australia. You submit to the non-exclusive jurisdiction of the courts of Victoria and any courts entitled to hear appeals from those courts. This clause does not override any non-excludable ACL right.

15. Dispute resolution

If a dispute arises between you and Windsor Digital in connection with these terms:

1. Good faith negotiation, the parties must attempt to resolve the dispute through good faith negotiation within 30 days of written notice of the dispute.
2. VCAT, if the dispute is not resolved within 30 days, either party may apply to the Victorian Civil and Administrative Tribunal (VCAT) for resolution.

Each party bears their own costs unless VCAT orders otherwise. This clause does not prevent either party seeking urgent injunctive relief.

16. Alcohol & Liquor Licensing

16.1 Licensee status. You warrant that you hold a current, valid liquor licence issued by the relevant Australian state or territory authority and that you are authorised to sell alcohol from the premises associated with your Windsor Digital account. You agree to provide accurate licence details and a true copy of your licence document upon submission and at any time on our request.

16.2 Classification of items.You are solely responsible for correctly classifying every item in your menu as alcoholic or non-alcoholic, regardless of any classification or detection tool provided by Windsor Digital (including AI-assisted menu import). The presence or absence of an "alcohol" flag on any menu item is your representation, not ours. You acknowledge that Windsor Digital's classification tools are best-effort aids and do not constitute legal compliance with liquor licensing laws.

16.3 Sale of unlicensed alcohol. You will not list, offer for sale, or sell any alcoholic item through Windsor Digital unless your liquor licence is in good standing, you have submitted it to Windsor Digital for verification, Windsor Digital has marked your licence as approved, and the order satisfies all applicable conditions (trading hours, meal requirement, customer age, order type permitted by the licence).

16.4 Age verification.You acknowledge that Windsor Digital collects the customer's date of birth at checkout solely as a supporting record. Final verification of the customer's age must occur at the point of physical handover by your staff sighting valid photographic identification. Failure to do so is your sole responsibility.

16.5 Responsible service. You and your staff are responsible for complying with all Responsible Service of Alcohol obligations, including refusing service to intoxicated persons and persons under 18, regardless of any order placed through Windsor Digital. Windsor Digital does not, and cannot, assess the sobriety or age of any customer.

16.6 Indemnity. You agree to indemnify and hold harmless Windsor Digital, its directors, employees, and contractors from and against any and all claims, fines, penalties, civil proceedings, regulatory action, legal costs (on a full indemnity basis), and damages of any kind arising directly or indirectly from:

• (a) any sale of alcohol through Windsor Digital, whether or not the item was correctly classified by you as alcoholic;
• (b) any misrepresentation by you regarding your licence status, licence type, or licence conditions;
• (c) the supply of alcohol to a person under 18 or to an intoxicated person;
• (d) any breach by you of liquor licensing laws or the conditions of your licence.

This indemnity survives termination of your account.

16.7 Right to suspend. Windsor Digital may, at its sole discretion and without prior notice, immediately suspend or remove any item from your menu, suspend all alcohol sales from your account, or terminate your account entirely if Windsor Digital becomes aware of, or reasonably suspects: a lapsed or invalid licence; a regulator complaint or enforcement action; a breach of these terms; or a pattern of activity inconsistent with your stated licence conditions.

16.8 Payouts withheld during investigation.Windsor Digital may, at its discretion, withhold payouts associated with disputed or suspect alcohol transactions pending the resolution of any investigation by Windsor Digital, Stripe, or any regulator. You acknowledge that Stripe Connect's terms also apply to such transactions.

16.9 Cooperation with regulators. You authorise Windsor Digital to provide any information held by Windsor Digital about your account, your menu, your orders, your licence documents, and your acceptance of these terms to any law enforcement agency, liquor regulator, or court on lawful request, without notice to you.

16.10 No legal advice. Windsor Digital does not provide legal advice on liquor licensing. The features and gates provided by Windsor Digital are tools to assist your compliance and do not relieve you of the obligation to obtain your own legal advice and to comply with all applicable laws.

16.11 Survival. Sections 16.6, 16.7, 16.8, 16.9, and 16.10 survive termination of your account.

17. General

• Changes to these terms. Windsor Digital may update these terms from time to time. For material changes, we will provide at least 30 days' notice via email to the address on your account. Continued use of the platform after the notice period constitutes acceptance of the revised terms.
• Force majeure. Neither party is liable for failure to perform (other than payment obligations) caused by events beyond its reasonable control.
• Assignment. You may not assign these terms without our consent; we may assign on notice to a successor or affiliate.
• Severability. If a provision is unenforceable, it is read down or severed and the rest continues.
• Entire agreement. These terms (with the Privacy Policy and any order or onboarding terms) are the entire agreement and supersede prior representations.
• Waiver. A failure to enforce a right is not a waiver of it.

18. Contact us

Windsor Digital Pty Ltd
Australia
Email: management@windsordigital.com.au