Zogu terms of service for UK restaurants

011. About these terms

1.1 Zogu is provided by [Company name], company number [Company number], whose registered office is at [Registered address]. In these terms, "we", "us" and "Zogu" mean [Company name]. "You" means the business that signs up, and "your restaurant" means each restaurant or takeaway you use Zogu for.

1.2 Zogu is for businesses. You can only use it for a restaurant or takeaway that you run and whose POS connects to Zogu through our POS integration platform. If you accept these terms on behalf of a business, you confirm that you're allowed to.

1.3 These terms are for restaurants in the UK. If your restaurant is in the United States, our US terms of service apply instead.

1.4 The agreement between us is made up of [your order form, or the plan you choose when you sign up], these terms (including the data processing terms in section 4) and our acceptable use policy. If they conflict, [the order form] comes first, then section 4 on anything to do with personal data, then the rest of these terms. Headings, examples and the questions at the end of this page are there to help you read the terms. They don't change what the terms say.

1.5 Every version of these terms has a version number and a "last updated" date, shown at the top of this page. We change that date only when we change the wording. We keep every earlier version and will send you a copy of any of them if you ask.

1.6 If we change these terms in a way that affects you, we'll email you at least [30] days before the change takes effect. If you don't accept it, you can cancel before then without paying any charge for cancelling early. A change the law requires, or one we need to make to keep callers' data safe, can take effect sooner. If that happens, we'll tell you as soon as we can.

022. What Zogu does and doesn't do

2.1 Zogu's phone agent (the "agent") answers calls to the phone number we give your restaurant. It takes pickup and delivery orders from the menu in your POS. As each item goes on the order, the agent says it back with its price: "One Garlic Bread, four pounds fifty. Anything else?" When the caller has finished, it reads the whole order back once and asks "Shall I place the order?". It sends the order to your POS only after the caller says yes, or after the caller corrects only their name at that point, in which case the agent fixes the name and places the order without reading it all out again. Then it thanks the caller, gives the total and, if your location has a usual preparation time set in your POS, says roughly when the order will be ready. After that it says goodbye and hangs up.

2.2 The agent works from your POS data: items, sizes, options, prices, opening hours and which items are hidden online. It offers only what can be ordered at that moment, for the kind of order being placed. When you change your menu in your POS, the next call uses the change. Zogu's own code adds up prices and totals from your POS prices. The AI model decides what to say next, but it doesn't set prices.

2.3 Each of your restaurants gets its own Zogu phone number, and calls to that number reach only that restaurant's agent. If you forward your existing number to it, you set the forwarding up with your own phone provider, and any charges for it are between you and them. To get a UK number for your restaurant, our phone provider needs details of your business, such as its name and address. You agree to give us accurate details for this.

2.4 Every call opens with the agent saying it's your restaurant's "automated ordering assistant". When pickup and delivery are both open, it asks which the caller wants. When only one is open, it says so. When you're closed for orders, it tells the caller when ordering opens again.

2.5 The agent recognises a returning caller by the number they ring from, using only their earlier Zogu orders at your restaurant. It greets them by first name, and "same as last time" puts their last order back in, checked against today's menu. If something from last time isn't available any more, the agent says so and suggests the closest alternatives. Withheld numbers aren't looked up.

2.6 You can choose the agent's greeting, its voice (from 40 English voices) and how it says your restaurant's name, and you can give us notes on the tone you want. You can also choose whether it offers up to two add-ons from your menu once a caller says they've finished, and you can write your own add-on question. Our team makes these changes for you when you ask.

2.7 We review the phrases the agent couldn't match and the questions it couldn't answer, and use them to teach it the words your callers use, for example that "fries" means your chips. Answers to callers' questions about your restaurant come from you.

2.8 The agent doesn't wait for your kitchen. Once our POS integration platform has the order, the call ends. Your accept or reject comes back through it afterwards and only updates our record, so the caller isn't told whether you accepted their order.

2.9 Zogu has fixed limits, and you must not tell customers it does more than this:

• It does not transfer calls, give out a staff number or promise that anyone will call back. If a caller asks for a person, the agent explains that it can't connect them and carries on with the order. A caller with a complaint is asked to contact you directly.
• It never asks for card details over the phone. Card payment by a texted secure link is built but switched off, and no call has used it. While it's off, every order goes to your POS to be paid on pickup or on delivery. [Pay by link is built but switched off: after the yes, the agent can offer to text the caller a secure card-payment link (Stripe Checkout, sent by Twilio SMS), and texts a refund notice if the kitchen rejects a paid order. Decide whether it's part of the launch. If it is, rewrite this clause, add Stripe and Twilio SMS to the sub-processors and privacy policies, and have counsel review the consent wording for texts (TCPA and A2P 10DLC in the US, PECR in the UK). If it isn't, make it impossible to switch on for live stores.]
• While pay by link is off, it sends no text messages, so callers don't get a text to confirm their order.
• It does not record calls. Each call is kept as a text transcript (see section 4).
• It speaks English only.
• It takes pickup and delivery orders only. It doesn't take table bookings, dine-in orders or orders for later.
• It doesn't apply POS promotions or discounts. A deal set up as its own menu item can be ordered like any other item.
• It can't change or cancel an order once it's been sent to your POS.
• It takes up to 20 of any one item in an order.
• It only answers incoming calls, and it only works with a POS connected through our POS integration platform.
• If it can't make out a delivery address after two tries, it apologises and ends the call rather than guess.

2.10 If Zogu can't carry on with a call, the caller hears a short apology and is asked to call back. If our POS integration platform can't take an order, the agent tells the caller it couldn't be sent. An order can still reach your POS after the caller has been told that. So if two matching orders arrive from the same number close together, check with the caller before you make both.

2.11 We update Zogu often, and the agent's exact words change as we improve it. We won't take away anything this section says Zogu does without telling you at least [30] days before.

2.12 We'll provide Zogu with reasonable care and skill. We can't promise it will always be available or never make a mistake. Speech recognition can mishear a caller, and Zogu relies on our POS integration platform, the phone networks and our own providers, any of which can fail. Tell us about a problem at [Contact email] and we'll work on it as quickly as we reasonably can.

033. What you're responsible for

3.1 Keep an active account with your POS, connected to Zogu through our POS integration platform, for every location that uses Zogu. Without a working POS connection, the agent can't take orders for that location. Tell us before you disconnect Zogu or close your POS account.

3.2 Keep your POS menu accurate and up to date. That covers your items, sizes and options, prices, what's available and when, opening hours and special days, and the allergen information for every dish. The agent tells callers what your POS says, so a wrong price in your POS is a wrong price on the phone. If you set a usual preparation time in your POS, the agent uses it to tell callers roughly when their order will be ready, so keep it realistic for your busiest nights.

3.3 The agent answers allergen questions only from the allergens listed in your POS menu, and it tells callers with a serious allergy to check with you before ordering. If no allergens are listed for a dish, the agent says so and doesn't guess. What the agent tells a caller about allergens is allergen information you are giving your customer. Your duties under food law stay with you, including the rules on allergen information for food sold by phone and when the food is picked up or delivered.

3.4 The agent can't put anyone through to you. Give your customers another way to reach you about an order, a complaint or an allergy, such as an email address or another phone number on your website and menus.

3.5 Give us your delivery areas, with the delivery fee, minimum order and any extra delivery time for each, and tell us when they change. The agent checks callers' postcodes against them and quotes the fee and the minimum on the call.

3.6 Every call must open by telling the caller that they're speaking to an automated assistant. You can choose your own greeting. If your greeting doesn't include the word "automated" or "AI", Zogu adds "You're through to the automated ordering assistant." You must not ask us to remove that line, and you must not tell callers, in your greeting or anywhere else, that the agent is a person.

3.7 You must tell your customers, in a privacy notice they can easily find (for example on your website), that calls to your ordering line are answered by an automated assistant and kept as text transcripts, and how long the transcripts are kept. Our page on AI disclosure and call transcripts explains what Zogu stores, and you can link to it.

3.8 Once an order reaches your POS, it's an order between you and your customer, and we're not a party to it. Accepting or rejecting it, making it, handing it over or delivering it, and taking payment are for you, and so are changes, cancellations, refunds and complaints. If you reject an order or can't make it, you must tell the caller yourself, because Zogu won't. Callers pay on pickup or delivery, so an order that isn't picked up or paid for is your risk, as it is with any phone order you take yourself.

3.9 If your menu includes alcohol or other age-restricted items, you're responsible for any licence you need and for checking age at pickup or delivery. The agent doesn't check anyone's age.

3.10 Answers, menu words and pronunciations you give us are used on your calls as you give them, so make sure they're right. Tell us straight away if anything the agent says about your restaurant is wrong.

3.11 Use Zogu in line with our acceptable use policy. In particular, use it only to take orders for your own restaurants, don't use it to sell anything you're not allowed to sell, and don't try to copy, break or overload it.

044. Data processing terms (UK GDPR Article 28)

4.1 For the personal data of people who call your restaurant, you're the controller and we're your processor. This section is our data processing agreement under Article 28 of the UK GDPR and the Data Protection Act 2018, and it forms part of these terms. We're a controller for your own details, and those of your staff who deal with us, and our privacy policy explains how we use them.

4.2 The processing we do for you:

4.3 We process callers' personal data only on your documented instructions. These terms, your settings and your use of Zogu are your instructions, and you can give us further instructions in writing. We'll tell you straight away if we think an instruction breaks data protection law. If the law requires us to process callers' data in some other way, we'll tell you first, unless the law stops us.

4.4 We use a caller's phone number to find their earlier Zogu orders at your restaurant, so the agent can greet them by first name and repeat their last order. We use only their orders at your restaurant for this. A caller's orders at other restaurants that use Zogu are never used on your calls.

4.5 Only Zogu staff who need to see callers' data to set up and support your service can see it, and they're bound by confidentiality.

4.6 We take appropriate technical and organisational measures to keep callers' data secure, as Article 32 of the UK GDPR requires. They include sending data over encrypted connections, keeping our staff console behind a sign-in that only approved staff can use, and not recording calls. [The full list of security measures is attached as an annex.]

4.7 You give us general permission to use sub-processors. These are the ones we use today:

We'll tell you at least [30] days before we add or replace a sub-processor. You can object, and if we can't resolve your objection, you can cancel before the change takes effect. Each sub-processor is bound in writing by data protection obligations at least as protective as this section, and we stay responsible to you for its work.

4.8 The POS integration platform that connects your POS to Zogu isn't our sub-processor. You use it and your POS for your own business, and we send your orders to it, and receive your menu from it, because you've asked us to.

4.9 Our sub-processors may process callers' data outside the UK, including in the European Economic Area and the United States. Where they do, we rely on a transfer mechanism that UK data protection law allows, such as UK adequacy regulations, the UK Extension to the EU-US Data Privacy Framework, or the ICO's International Data Transfer Agreement or Addendum.

4.10 We'll help you, as far as we reasonably can given what we do and the information we hold, to:

• answer callers who use their data protection rights, such as asking for a copy of their data or for it to be deleted;
• keep callers' data secure;
• deal with a personal data breach;
• carry out a data protection impact assessment, or consult the ICO.

If a caller contacts us about their data, we'll pass the request to you within [5] working days and won't answer it ourselves unless you ask us to. You can ask us for a copy of your call records at any time.

4.11 If we become aware of a personal data breach affecting callers' data, we'll tell you without undue delay, and within [48] hours, with what we know and what we're doing about it.

4.12 [Nothing deletes call records automatically yet: no retention job covers the database, the call's Durable Object storage, greeting clips that contain names, or Twilio's call logs. Until one is built, deletion is done by hand on request, and these periods are still being set. Tell the lawyer this before filling them in.] We keep call transcripts and call details for [retention period] and order records for [retention period], and then delete them. If you ask us to delete a caller's records, we'll do it by hand within [number] days. Deleted data can stay in our backups for up to [30] days. When the agreement ends, we'll give you a copy of your callers' data if you ask within [30] days, and then delete it within [number] days, unless the law requires us to keep it.

4.13 We'll give you the information you need to show that we're meeting our obligations under Article 28. You, or an auditor you appoint who is bound by confidentiality, can audit our compliance once a year on [30] days' notice, or at any time after a personal data breach. Audits are at your cost.

4.14 We do not use callers' personal data to train AI models. We read call transcripts to fix problems with your service. We may also keep short excerpts as test cases that check Zogu keeps working properly, after removing names, phone numbers, addresses and anything else that could identify the caller or your restaurant. We will not publish an excerpt from your calls, for example on our website, without your written permission. [Decide with the solicitor: keeping excerpts and using them to improve the software every restaurant uses may make us a controller for that use (the ICO's view), so this needs either your documented instruction here or a controller basis. Use the same position in the privacy policy and on the AI disclosure page.]

4.15 You're responsible for having a lawful basis for the processing you ask us to do, and for the privacy notice in 3.7.

055. Fees and payment

5.1 You pay the fees for your plan, as shown [in your order form or when you subscribe]:

• [the monthly plan fee for each restaurant];
• [any fee worked out from your phone orders, and how it's calculated];
• [the monthly charge for each Zogu phone number].

5.2 Fees are shown [excluding VAT, which we add at the current rate].

5.3 We bill you [monthly in advance] by [payment method]. [Any fee worked out from your orders is billed monthly in arrears.]

5.4 If a payment fails, we'll tell you and try again. If fees are still unpaid [14] days after we've told you, we may switch the agent off until they're paid (see 6.4). We may also charge interest on late payments under the Late Payment of Commercial Debts (Interest) Act 1998.

5.5 We'll tell you at least [30] days before a price rise takes effect, and you can cancel before then.

5.6 Your POS fees, your phone line, any call-forwarding charges, your internet connection and anything else you need to run your restaurant are your own costs.

066. Starting, pausing and ending the service

6.1 The agreement starts when you accept these terms and runs [month to month] until you or we end it. [There is no minimum term unless your order form sets one.]

6.2 We start answering your calls once your POS location is connected, we've set your restaurant up and given it a phone number, and you've told us you're ready. Every order placed on a call to your Zogu number goes to your POS as a real order, including one from a test call you make yourself.

6.3 To stop taking phone orders for a while, pause orders in your POS. The agent treats your restaurant as closed until the time you set. You can also ask us to switch the agent off. While it's off, callers hear "Sorry, phone ordering isn't available right now. Please call back later. Goodbye." and the call ends. Fees still apply while the agent is paused or switched off at your request.

6.4 We can switch the agent off for your restaurant, telling you first wherever we reasonably can, if:

• fees are unpaid as described in 5.4;
• your use of Zogu breaks these terms, the acceptable use policy or the law;
• your POS connection stops working, or your menu data would lead the agent to give callers wrong prices or wrong allergen information;
• we need to protect callers, you or our systems, for example during a security incident.

We'll switch it back on as soon as the reason has been dealt with.

6.5 You can cancel at any time by emailing [Contact email] [or from your billing page]. Cancelling takes effect at the end of your current billing period, and we won't charge you after that. [We don't refund fees for the rest of a billing period you've already paid for.]

6.6 We can end the agreement for any reason by giving you at least [60] days' notice. If we do, we'll refund any fees you've paid for the time after the end date.

6.7 Either of us can end the agreement straight away, by notice in writing, if the other:

• seriously breaks these terms and doesn't put it right within [14] days of being asked to; or
• becomes insolvent, goes into administration or liquidation, makes an arrangement with its creditors, or stops trading.

6.8 Your Zogu number is rented by us from our phone provider, and it stays ours. When the agreement ends, we stop answering it and may release it, and it may later be given to another business. If you forward your own line to it, turn the forwarding off before your end date, or your customers' calls won't reach you.

6.9 When the agreement ends, you pay any fees due up to the end date, and we deal with callers' data as 4.12 sets out. Sections 4, 7 and 8, and any other terms that by their nature should continue, keep applying.

077. Liability

7.1 Nothing in these terms limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else the law doesn't allow to be limited or excluded.

7.2 We're not liable for loss caused by information you're responsible for under section 3, or by what the agent tells callers because of that information. That includes your POS menu, prices, allergen information, opening hours, preparation times and delivery areas, and the answers you give us. Claims by your customers about your food, or about how it's made, labelled, picked up or delivered, are for you to deal with.

7.3 Phone lines can be noisy, and speech recognition can mishear. That's why the agent reads the whole order back and places it only once the caller has agreed to it. We're not liable for an order that matches what the caller agreed to at the read-back. [Known bug: a caller who corrects their name and adds an item in the same breath at the read-back gets the order placed without the item. Fix it before launch, or ask the solicitor whether 7.3 can stand while it's live.]

7.4 We're not liable for failures or delays caused by our POS integration platform, your phone provider or call forwarding, your own equipment or internet connection, or events beyond our reasonable control (see 8.6).

7.5 Neither of us is liable to the other for loss of profits, sales, revenue or business, loss of goodwill or reputation, loss of anticipated savings, or any indirect or consequential loss. This doesn't affect your duty to pay our fees.

7.6 Our total liability to you for all claims arising in any 12 months of the agreement is limited to the greater of [£ amount] and the fees you paid us in the 12 months before the event that led to the claim. For claims about callers' personal data under section 4, the limit is [£ amount].

7.7 Apart from what these terms say, we exclude all terms implied by law, as far as the law allows.

[Ask the solicitor whether to add a restaurant indemnity, as the US terms have in 7.5, for third-party claims (callers, the ICO) arising from menu and allergen data, a missing privacy notice under 3.7, or a breach of the acceptable use policy, kept reasonable under UCTA.]

088. General terms

8.1 We own Zogu and all the rights in it, including the software, the agent, our staff console and everything we build. While the agreement lasts, you may use Zogu for your restaurants.

8.2 You own your menu, your greeting, your restaurant's name and logo, and the information you give us. You give us permission to use them to run Zogu for you. We won't name your restaurant as a customer, for example on our website, without your written permission.

8.3 If you suggest an improvement to Zogu, we can use it without paying or crediting you.

8.4 Each of us will keep the other's confidential information secret and use it only for this agreement, unless the law requires otherwise. Callers' personal data is covered by section 4.

8.5 Nothing in these terms makes us partners, or makes either of us the other's agent. We may use subcontractors to provide Zogu. We may transfer this agreement to a company that takes over Zogu, and we'll tell you if we do. You may transfer it only with our written agreement.

8.6 If an event beyond either party's reasonable control, such as a widespread failure of the phone or internet networks, stops one of us doing what these terms require, that party isn't in breach while the event lasts. It must tell the other and do what it reasonably can to limit the effect. If the event lasts more than [30] days, either of us can end the agreement by notice in writing.

8.7 This agreement is the whole agreement between us about Zogu. It replaces anything we discussed or agreed before, and neither of us has relied on anything that isn't written in it. This doesn't limit liability for fraud.

8.8 Only you and we can enforce these terms. Your callers, and anyone else who isn't a party, can't enforce them under the Contracts (Rights of Third Parties) Act 1999.

8.9 We send notices to the email address on your account. Send notices to us at [Contact email], or by post to [Registered address]. An email notice counts as received on the next working day after it's sent. Our contact page lists other ways to reach us.

8.10 If a court decides part of these terms can't be enforced, the rest still applies. If one of us doesn't enforce a right straight away, it can still enforce it later.

8.11 If we disagree about something, tell us at [Contact email] and we'll both try to settle it within [30] days before going to court. These terms, and any dispute or claim arising from them, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.