These Terms of Service (the “Terms”) are a contract between Online Marketing Solutions Ltd, trading as Octopus Menu, a company registered in England and Wales (company number 11903083) (“Octopus Menu”, “we”, “us”, “our”) and the business that creates an account on the Octopus Menu platform (“you”, “your”, the “Customer”). Please read them carefully. Sections 9 (your responsibilities), 16 (no warranties), 17 (limits on our liability) and 18 (your indemnity) are particularly important.
1. The agreement
1.1 You accept these Terms when you tick the box to accept them while creating an account, or when you accept them in your dashboard. If you accept on behalf of a business, you confirm that you are authorised to bind it.
1.2 The agreement between you and us is made up of:
- these Terms;
- the Data Processing Addendum (the “DPA”), which applies automatically and forms part of these Terms;
- the Acceptable Use Policy (the “AUP”), which forms part of these Terms; and
- the plan, price and billing period shown to you when you choose or change a paid plan.
1.3 If these documents conflict, the DPA wins on the processing of personal data, and otherwise these Terms win. Our Privacy Policy and Cookie Policy explain how we handle personal data as a controller; they are for information and are not part of the contract.
2. Definitions
- Account: your account on the platform, including every user you invite to it.
- Customer Content: everything you or your users put into the Service or publish through it, including menus, dish names and descriptions, prices, allergen and dietary information, images, logos, translations you publish, promotions, loyalty rewards, replies to reviews and messages to Diners.
- Diner: a person who views your menu or uses a Diner-facing feature of the Service, such as the feedback form, the loyalty card or the email sign-up.
- Diner Data: personal data about Diners processed through the Service, as described in the DPA.
- AI Features: features that use machine-learning models to generate or transform content, including menu translation, AI menu import, review-reply drafts and image generation.
- Fees: the amounts payable for a paid plan.
- Service: the Octopus Menu platform, websites, dashboards and related services we provide under these Terms.
- Data Protection Law: the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and, where they apply to you, the EU GDPR and other data protection and e-privacy laws.
3. Your account
3.1 The Service is for businesses only. By creating an account you confirm that you are acting for a business, trade or profession, wholly or mainly, and not as a consumer, and that you are at least 18 years old. Consumer protection rules that apply only to consumers, including cancellation rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, do not apply. Nothing in these Terms removes rights that the law does not allow to be removed.
3.2 You must give us accurate account and business details and keep them up to date. You must keep sign-in details confidential and tell us promptly at support@octopusmenu.com if you think your Account has been accessed without permission.
3.3 You are responsible for everything done through your Account, including by the people you invite to it, and for making sure they comply with these Terms.
4. The Service
4.1 The Service lets you create and publish digital menus, generate QR codes, publish allergen and dietary information, offer your menu in several languages, view menu analytics, receive private feedback from Diners and, on the plans that include them, collect email sign-ups from Diners and run a digital loyalty stamp card. The features available to you depend on your plan, as described on our pricing page. Some features are included in limited numbers: for example, AI menu import from pasted text is included three times on the Free and Essential plans, counted over the life of your Account, and without limit on the Growth plan. Only an import that produces dishes counts; the pricing page states each plan’s allowance.
4.2 Guest ordering and in-menu payments are not part of the Service. Nothing in these Terms or on our website is a commitment to provide them.
4.3 We may change, improve or withdraw features from time to time. If we remove a feature that is a material part of a paid plan you are subscribed to, we will tell you in advance where reasonably possible, and you may close your Account under section 20.2 with a refund of Fees you have prepaid for the period after closure.
4.4 We may offer features marked as beta, preview or early access. They are provided as they are, may change or stop at any time, and are excluded from any commitment we make about the Service.
5. Plans, trials and billing
5.1 We offer a Free plan and paid plans. Paid plans are billed in advance, monthly or annually, as you choose at checkout, and renew automatically at the end of each billing period until cancelled.
5.2 Where we offer a free trial of a paid plan, you can start it from your billing settings without adding a payment card, and we offer one trial per Account. If you add a card before the trial ends, the subscription continues as a paid plan and your card is charged for the first billing period when the trial ends. If you do not, the trial ends without any charge: the paid features pause, your Account runs with the features of the Free plan, and the content that relied on the paid features is kept for 30 days from the end of the trial, as described in section 8.1. Paying for the plan within those 30 days switches it back on.
5.3 Payments are processed by Stripe. By giving payment details you authorise us, through Stripe, to charge the Fees for each billing period, and any taxes, to your payment method until you cancel. Stripe processes your payment details as a controller under its own terms and privacy policy; we do not store your full card details.
5.4 Fees are shown in the currency of your account and exclude VAT and other taxes. You are responsible for all taxes, duties and levies that apply to your purchase, other than taxes on our income. Where we are required to charge VAT or another tax, it is added to the Fees.
5.5 We may change our prices by giving you at least 30 days’ notice by email. A new price applies from your next billing period that starts after the notice period ends (for an annual plan, from your next renewal). If you do not agree, you may cancel before the new price applies. Continuing on the plan after that means you accept the new price.
6. Failed payments
6.1 If a payment fails, our payment processor will retry it and we will email the account owner. While a payment is outstanding, your Account runs with the features of the Free plan, and the paid features return once the payment succeeds. If the payment still fails after the retries, the paid subscription ends and your Account stays on the Free plan.
6.2 Amounts you owe remain payable. If an amount remains unpaid, we may suspend your Account under section 19 until it is paid.
7. Cancellation and refunds
7.1 You can cancel a paid plan at any time from your billing settings. Cancellation takes effect at the end of the current billing period; you keep the paid features until then and your Account then moves to the Free plan. Cancelling a paid plan does not close your Account.
7.2 Except as set out in section 7.3, sections 4.3, 20.2, 20.3 and 23.1 and section 5.2 of the DPA, Fees are not refundable, and we do not refund unused time on a billing period, including the unused part of an annual plan, when you cancel or move to a lower plan.
7.3 30-day money-back guarantee. If you are not satisfied with a paid plan, you may ask for a full refund of the first paid charge of a new subscription by emailing support@octopusmenu.com within 30 days of that charge. Where a free trial came first, the first paid charge is the one taken when the trial ends. The guarantee does not cover renewals, later charges, or a new subscription for an Account (or a business) that has already had a refund under it. When we give a refund under the guarantee, we may end the paid subscription at the same time.
8. Changes of plan
8.1 You can move to a higher plan at any time; it takes effect when the payment is taken. You can move to a lower plan, which takes effect as shown in your billing settings. When your Account moves to a plan without a feature, content that relies on that feature may be unpublished or switched off, as described in your dashboard. We keep that content for 30 days from the change; if your Account moves back to a plan that includes the feature within those 30 days, the content is restored. After 30 days, photos that were switched off are deleted and the rest stays in your Account as the change left it.
9. Your responsibilities
9.1 Your content. You are solely responsible for all Customer Content and for everything you publish to Diners through the Service, including that it is accurate, complete, up to date and lawful. This includes in particular:
- dish names, descriptions, prices, currencies and any service charge or other charges;
- allergen, ingredient, dietary and nutrition information, including the information on the 14 major allergens that food businesses must make available under food information law, and keeping it correct whenever a recipe, ingredient or supplier changes;
- age-restricted products, such as alcohol, and any notices or checks they require;
- translations of your menu, including translations we generate for you, once you publish them (see section 10);
- images, logos and other material, and having every right and permission needed to use them;
- promotions, specials, offers and loyalty rewards that you advertise or offer to Diners, their terms, and honouring them;
- replies to reviews and any other messages you send to Diners.
9.2 Compliance with law. You are responsible for complying with all laws that apply to your business and to your use of the Service, including food information and food safety law, consumer protection and pricing law, advertising rules, licensing law, and Data Protection Law.
9.3 Your Diners and their data. You are the controller of Diner Data. You are responsible for having a lawful basis for collecting and using it, for telling Diners how you use it (you may adopt the standard diner privacy notice we provide, but you remain responsible for it), for obtaining any consent that is required (including for marketing emails and for any analytics or advertising tags you add to your menu), for answering Diners’ requests and complaints, and for every contact you make with Diners, whether by email, phone or otherwise, including using contact details Diners leave with feedback or give to join your loyalty card or email list. The DPA sets out these obligations in more detail.
9.4 Our tools are aids. Allergen icons, dietary labels, templates, suggestions and similar tools are there to help you present your own information. They do not check it and are not advice. You must not rely on the Service to identify allergens or to make your menu compliant.
9.5 Your systems. You are responsible for your own devices, internet access and printed materials (including QR codes once printed), and for keeping your own copies of your Customer Content.
10. AI Features
10.1 AI Features generate content automatically. Their output can be inaccurate, incomplete, inappropriate or similar to output produced for others. Translations may change the meaning of a dish name, description or allergen statement; AI menu import may misread a price, an item or an allergen; review-reply drafts may misstate facts; generated images may not show the real dish.
10.2 You must review and, where needed, correct all output of AI Features before you publish it or send it to anyone. Once you publish or send output, it is Customer Content and you are responsible for it. AI Features are provided “as is” and we give no warranty about their output.
10.3 To provide AI Features we send the relevant content to the model providers listed on our sub-processors page. Do not put personal data into fields used by AI Features unless it is needed for the feature.
11. Acceptable use
11.1 You must comply with the Acceptable Use Policy. You must not misuse the Service, including by trying to gain unauthorised access to it or to other customers’ data, interfering with its operation, reverse engineering it except where the law allows, using it to send spam, or reselling it without our written agreement.
12. Data protection
12.1 For Diner Data you are the controller and we are your processor. The Data Processing Addendum governs that processing and applies automatically.
12.2 For your Account details, your users’ details and billing information, and for visitors to our own websites, we are the controller, as described in our Privacy Policy.
12.3 We may create aggregated or de-identified information from use of the Service that does not identify you, your users or any Diner by any means reasonably likely to be used, and use it to operate, secure and improve the Service. Until information is de-identified in that way, the DPA applies to it.
13. Intellectual property
13.1 We and our licensors own the Service, including its software, design, templates and branding. We grant you a non-exclusive, non-transferable right to use the Service for your business during your subscription, in line with these Terms. We reserve all rights not expressly granted.
13.2 You keep ownership of your Customer Content. You grant us and our sub-processors a worldwide, non-exclusive, royalty-free licence to host, store, copy, cache, display, publish, adapt, format, translate and otherwise process Customer Content, and to create derived content from it (such as translations, resized images, QR codes and AI-generated drafts), to the extent needed to provide, secure and support the Service. The licence lasts while we hold your Customer Content under these Terms.
13.3 You confirm that you have all rights needed to grant this licence and that our use of Customer Content as allowed by these Terms will not infringe anyone’s rights.
13.4 If you send us ideas or feedback about the Service, we may use them without any obligation to you.
14. Third-party services
14.1 The Service works with services run by others, such as Stripe for payments, Google review pages you link to, sign-in providers, and analytics or advertising tags (such as Google Analytics, Google Tag Manager or the Meta Pixel) that you choose to add to your menu. Those services are provided by their owners under their own terms. We are not responsible for them, for their availability, or for how they use data. You are responsible for the tags you add to your menu and for what they collect.
15. Availability and support
15.1 We aim to keep the Service available and working well, but we do not promise that it will be uninterrupted, error-free or available at any particular time, and we do not offer a service level agreement. We may suspend the Service, or part of it, for maintenance, upgrades, security or reasons beyond our control. Where planned maintenance is likely to affect you significantly, we will try to tell you in advance.
15.2 Support is provided by email at support@octopusmenu.com on a reasonable-efforts basis.
16. No other warranties
16.1 We will provide the Service with reasonable care and skill. Apart from that, and to the fullest extent permitted by law, the Service, the AI Features and all tools, templates and output are provided “as is” and “as available”, and, except for the commitments expressly set out in these Terms and the DPA, we exclude all warranties, conditions and other terms implied by statute, common law or otherwise, including as to satisfactory quality, fitness for a particular purpose and non-infringement. We do not warrant that the Service will meet your requirements or that it will make your menu, your business or your use of Diner Data compliant with any law.
17. Limits on our liability
17.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.
17.2 Subject to section 17.1, we are not liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: loss of profits; loss of revenue or sales; loss of business, contracts or opportunity; loss of anticipated savings; loss of goodwill or damage to reputation; loss, corruption or destruction of data; or indirect or consequential loss, in each case however arising and even if it was foreseeable.
17.3 Subject to section 17.1, we are not liable for any loss arising from Customer Content, including inaccurate allergen, dietary, ingredient or price information, from output of AI Features you published or sent, from promotions or rewards you offered, or from your breach of these Terms or of the law.
17.4 Subject to sections 17.1 to 17.3, our total liability to you arising out of or in connection with these Terms and the DPA, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for all events occurring in any period of 12 months starting on the date you first accepted these Terms (or an anniversary of it), is limited in aggregate to the greater of (a) the total Fees you paid us in the 12 months before the first event giving rise to a claim in that period, and (b) £100. On the Free plan, where no Fees are paid, our total liability for each such period is £100.
17.5 You must bring any claim against us within one year of becoming aware of the circumstances giving rise to it, to the extent the law allows this to be shortened.
18. Your indemnity
18.1 You will indemnify us, and our officers, employees and sub-processors, against all losses, damages, liabilities, costs and expenses (including reasonable legal fees) and, to the extent the law allows them to be indemnified, fines and penalties, arising from any claim, complaint, investigation or proceedings by a third party (including a Diner or a regulator) to the extent it arises out of:
- Customer Content, including allergen, dietary, ingredient and price information;
- your breach of these Terms, the DPA or the AUP;
- your breach of any law, including Data Protection Law as controller of Diner Data;
- your Diners’ dealings with you, including complaints about your food, service or premises;
- promotions, offers and loyalty rewards you offer or fail to honour; or
- any analytics or advertising tags you add to your menu,
except to the extent the loss is caused by our breach of these Terms or the DPA, or by our negligence.
18.2 We will tell you promptly about any such claim, let you control its defence where it is reasonable to do so, and give you reasonable help at your cost. We will not settle it without your agreement, which you will not unreasonably withhold.
19. Suspension
19.1 We may suspend all or part of your access to the Service, or take down specific content, if: an amount you owe is overdue; we reasonably believe you have breached the AUP or these Terms; your use creates a security risk to the Service or to others; we are required to by law or by an authority; or your use may expose us, other customers or Diners to legal liability.
19.2 We will tell you before or as soon as possible after we suspend, and give you a chance to put things right where that is reasonable. We may suspend immediately and without notice where there is a risk to the health or safety of any person (for example, materially inaccurate allergen information), a security risk, or where the law requires it. We will restore access once the reason for suspension has been resolved.
20. Term and ending the agreement
20.1 These Terms apply from when you accept them until your Account is closed.
20.2 You may close your Account at any time by emailing support@octopusmenu.com from the account owner’s email address. If you are on a paid plan, cancel it first; closure then takes effect at the end of the paid period, and Fees already paid are not refunded except under section 7.2. Where you close your Account because we removed a feature under section 4.3, or because you object to a change under section 23.1 or to a new sub-processor under section 5.2 of the DPA, closure takes effect on the date you ask for (which may be before the change takes effect) and we refund Fees you have prepaid for the period after closure.
20.3 We may end these Terms for convenience by giving you at least 30 days’ notice by email. If we do so while you are on a paid plan, we will refund the Fees for any period after the end date that you have paid for.
20.4 We may end these Terms immediately by notice if you materially breach them (including the AUP or the DPA) and, where the breach can be put right, you do not put it right within 14 days of our notice; if an amount you owe is more than 30 days overdue; or if you become insolvent, enter administration or liquidation, or stop trading. Our rights to suspend and end these Terms apply only as far as insolvency law (including sections 233 to 233B of the Insolvency Act 1986) allows.
21. Your data when the agreement ends
21.1 While your Account is open you can export your email subscribers, loyalty card members and analytics from your dashboard. Please make any exports you need before your Account closes. If you need help exporting other data, contact support@octopusmenu.com before closure.
21.2 When your Account closes, your menu stops being published, and we delete or anonymise your data as described in the DPA and our Privacy Policy: your business details are anonymised at closure, and Diner Data and the rest of your Account data are deleted 30 days after closure, except where we must keep data by law or to establish, exercise or defend legal claims.
21.3 Sections that by their nature should continue after the agreement ends will continue, including sections 9, 10.2, 12, 13.2 to 13.4, 16, 17, 18, 21, 22 and 24 to 27, and any obligation to pay amounts already due.
22. Confidentiality
22.1 Each of us will keep confidential any non-public information received from the other that is marked confidential or would reasonably be understood to be confidential, and will use it only for the purposes of these Terms. This does not apply to information that is public, already known, independently developed, or that must be disclosed by law, by a regulator or to professional advisers bound by confidentiality.
23. Changes to these Terms
23.1 We may change these Terms, the DPA and the AUP from time to time. For a material change, we will email the account owner at least 30 days before it takes effect and show a notice in your dashboard. If you do not agree, you may close your Account before the change takes effect; if you are on a paid plan and close it for this reason, we will refund Fees paid for any period after the change takes effect. If you keep using the Service after the change takes effect, you accept the changed Terms.
23.2 We may make changes that are not material with shorter or no notice, and changes that are reasonably necessary to comply with law or to address an urgent security risk with as much notice as is practical, in which case we will explain the change promptly. Changes apply from when they take effect and do not affect rights that arose before. The version and date at the top of each document show the current version.
24. Resolving disputes
24.1 If a dispute arises, the party raising it will send written notice with details to the other (to us at legal@octopusmenu.com). Senior representatives of each party will then try in good faith to resolve it for 30 days from the notice. Neither party may start court proceedings until those 30 days have passed, except to seek urgent interim relief or to protect its intellectual property or confidential information, or where a time limit would otherwise expire.
25. General
25.1 Events outside our control. We are not liable for any delay or failure to perform caused by events outside our reasonable control, including failures of hosting, network or third-party providers, power, cyber attacks, pandemics, industrial action or government action.
25.2 Assignment and subcontracting. You may not assign or transfer your rights under these Terms without our written consent. We may assign or transfer our rights and obligations to a company in our group or to a buyer of all or part of our business, and we may use subcontractors, including the sub-processors on our sub-processors page, to provide the Service. We remain responsible for our subcontractors as these Terms and the DPA set out.
25.3 Entire agreement. These Terms (with the DPA, the AUP and your plan details) are the whole agreement between us about their subject matter and replace any earlier agreement or understanding. Each of us agrees it has not relied on any statement not set out in them, and has no remedy for one, except for fraud.
25.4 Severability. If any part of these Terms is found to be invalid or unenforceable, it will apply with the minimum change needed to make it valid, and the rest of the Terms will not be affected.
25.5 No waiver. A delay or failure to exercise a right is not a waiver of it.
25.6 Notices. We will send notices to the account owner’s email address or show them in your dashboard. Except where these Terms name another address for a purpose (such as cancellation or refunds), you must send notices to us at legal@octopusmenu.com. An email notice is treated as received on the next working day after it is sent.
25.7 Third parties. The persons indemnified under section 18 may enforce that section under the Contracts (Rights of Third Parties) Act 1999. Otherwise no one other than you and us has any right to enforce these Terms, and no third party’s consent is needed to change or end them.
25.8 Relationship. Nothing in these Terms creates a partnership, joint venture or agency between us.
26. Governing law and jurisdiction
26.1 These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims), are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.
27. Contact
27.1 Questions about these Terms: legal@octopusmenu.com. Support and billing: support@octopusmenu.com.