Business Terms & Service Agreement

1. Parties

This agreement is between HappyBag Ltd (“HappyBag”, “we”) and the business that purchases a HappyBag package (“you”, “the restaurant”). It applies from the date you accept these terms during purchase.

For legal review: Confirm the trading entity, company number and registered address before commercial use.

2. What HappyBag provides

HappyBag is a software platform. We provide a branded online storefront, QR ordering, an order dashboard for your kitchen and counter, menu management, promotions, customer messaging tools and reporting, depending on your plan.

We provide the technology. We do not prepare, sell or deliver food, and we do not employ or supervise your staff.

3. Plans and pricing

Our standard plans are:

• Starter — £199 one-off setup, then £29 per month
• Growth — £199 one-off setup, then £59 per month
• Pro — £199 one-off setup, then £99 per month

All prices are in pounds sterling. The exact plan, setup amount and monthly amount you are agreeing to are shown on your checkout summary before you pay, and that summary is what applies to you.

For legal review: Confirm VAT treatment and how it is displayed at checkout.

4. One-time setup fee

A one-time setup fee covers building and configuring your storefront, importing your menu, preparing your QR materials and getting you ready to take orders. The standard setup fee is £199 and is payable when you purchase.

If a promotion reduces the setup fee, the discounted amount is shown to you before you pay, and only that amount is charged.

5. Monthly subscription

Your plan includes a recurring monthly subscription. Billing is monthly in advance and continues until you cancel. The monthly amount and billing frequency are shown to you before you pay — they are never hidden in these terms.

6. Promotional offers and trials

We sometimes run promotions that reduce the setup fee, or that give a free period on the monthly subscription. Where a promotion applies, the offer presented to you at checkout governs it, including:

• how long any free period lasts
• what is free during that period
• what remains payable (a free subscription period does not make the setup fee free)
• when recurring billing begins
• how to cancel before billing starts

Example: £199 setup payable today, £59 per month, with a 30-day promotional subscription trial — then £59 per month after the trial period.

7. Payment and billing

Payments are taken by our payment provider, Stripe. We do not store your full card details. Your subscription is charged to the payment method you provide.

If a payment fails, we will let you know and retry. Persistent non-payment may lead to suspension (see section 20).

8. Renewal

Your subscription renews automatically each month at the then-current price for your plan until cancelled. If we change your price, we will give you reasonable notice before it takes effect, and you can cancel before the change applies.

9. Cancellation

You can cancel at any time, by:

• emailing hello@happybag.co from your registered account address, or
• asking us through in-app support from your dashboard

Cancellation takes effect at the end of your current paid month. No further monthly charges are taken after that point.

10. What happens when the service ends

• Your storefront stops accepting new orders and is taken offline.
• Your QR codes stop leading to a live ordering page. Printed materials remain yours.
• You can export your menu and order/customer data before your access ends — ask us and we will help.
• We keep your data for a limited period after cancellation so the account can be restored, then delete or anonymise it in line with our Privacy Policy.
• The setup fee covers work already carried out and is generally non-refundable once that work has been done. This does not affect any refund rights you may have under applicable law, and if something has gone seriously wrong on our side we will review it fairly.

For legal review: Confirm the data retention window after cancellation and the refund position for setup work not yet carried out.

11. Your responsibilities

You are responsible for the accuracy of the information you give us and publish, including:

• business name and contact details
• menu items, descriptions and prices
• opening hours and item availability
• collection, dine-in, car pickup and delivery options you enable
• allergen and food information required by law

You remain responsible for preparing and fulfilling your own customer orders, for your staff, for food safety and hygiene, and for your own regulatory and licensing obligations.

You are also responsible for keeping your account credentials secure and for managing who on your team has access.

12. Our responsibilities

• Provide the platform features included in your plan with reasonable skill and care.
• Set up your storefront as described in your package.
• Keep your account data secure using appropriate technical and organisational measures.
• Provide support as described in section 17.
• Give reasonable notice of material changes that reduce the functionality of your plan.

13. Menu and content

You must have the rights to any content you upload — menu text, photographs, logos and branding. You are responsible for making sure that content is accurate, lawful and not misleading. We may remove content that is unlawful or breaches our Acceptable Use Policy.

14. Customers and orders

An order placed through your storefront is a contract between you and your customer. HappyBag is not the seller of food or drink. Order disputes, refunds to customers, substitutions and cancellations are handled by you.

15. WhatsApp messaging

Where WhatsApp messaging is enabled on your plan, you are responsible for providing and maintaining an appropriate WhatsApp Business number or account, for the content of the messages you send, for having a lawful basis and any required consent, and for complying with WhatsApp/Meta's own policies and applicable law.

HappyBag provides the technical integration only. We do not control WhatsApp and cannot guarantee that any individual message will be delivered.

16. Third-party services

HappyBag relies on third-party services to operate, including:

• Stripe — payments and subscriptions
• WhatsApp/Meta services — customer messaging where enabled
• hosting and infrastructure providers
• email delivery providers
• other supporting technical services

We choose these providers carefully, but we do not control them and are not responsible for their own outages, policy changes or decisions.

17. Availability, maintenance and support

We aim to keep HappyBag available at all times, but the service is provided without a guaranteed uptime commitment unless separately agreed in writing. We carry out maintenance, and will try to schedule disruptive work outside peak trading hours.

Support is available by email and through in-app support from your dashboard. We aim to respond within one working day, and faster for issues that stop you taking orders.

For legal review: Add a formal SLA and response-time commitments here if they are offered on higher plans.

18. Data protection

For your customers' personal data processed through HappyBag, you are generally the data controller and we act as your processor. How we handle personal data is set out in our Privacy Policy, our Data Processing Agreement and our Cookie Policy. Those documents form part of this agreement and are not replaced by it.

Data protection questions: privacy@happybag.co

19. Intellectual property and confidentiality

You keep ownership of your logo, branding, menu content and any photographs or content you supply. You grant us the permissions reasonably required to host, display, adapt for layout and distribute that content as part of running the service for you.

We keep ownership of the HappyBag software, platform, dashboard, systems, underlying technology and HappyBag branding. Nothing in this agreement transfers those rights to you.

Each of us will keep the other's non-public commercial information confidential and use it only for the purposes of this agreement, except where disclosure is required by law.

20. Suspension and termination

We may suspend or restrict the service where there are reasonable grounds, such as:

• unpaid fees after we have notified you and given a reasonable chance to pay
• misuse of the platform or breach of our Acceptable Use Policy
• a security incident or credible security risk
• suspected unlawful activity
• a serious breach of this agreement that is not resolved after notice

Except in urgent cases (for example an active security or legal risk), we will contact you first and give you a reasonable opportunity to fix the problem. Either of us may end this agreement on notice; yours takes effect as described in section 9.

21. Liability

Neither of us excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be excluded or limited.

Subject to that, and to the extent permitted by law, we are not liable for lost profits, lost sales, loss of goodwill or indirect or consequential losses arising out of your use of the platform, and our total liability in connection with this agreement is limited to the fees you paid us in the 12 months before the event giving rise to the claim.

You are responsible for your own food, staff, deliveries and regulatory compliance, and for claims arising from those.

For legal review: This liability section must be reviewed by a UK solicitor before commercial use, including the cap, the exclusions and their reasonableness under UCTA 1977.

22. Changes to the service

HappyBag is actively developed. Features may be added, improved, changed or withdrawn. We will give reasonable notice of material changes that reduce the functionality included in your plan, and you may cancel if such a change materially disadvantages you.

23. Changes to these terms

We may update these terms. Each version has a version number and effective date. We will give reasonable notice of material changes, and where a change is significant we may ask you to accept the new version. Your existing acceptance record is kept as it is — we do not retrospectively change what you agreed to.

24. Complaints and disputes

If something goes wrong, contact us first at hello@happybag.co. We aim to acknowledge complaints within two working days and resolve them within ten working days. If we cannot resolve it between us, we will both try in good faith to settle the matter before starting court proceedings.

25. Governing law

This agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

For legal review: Confirm governing law and jurisdiction for the trading entity and target markets.

26. Contact

HappyBag Ltd · hello@happybag.co