Master Subscription Agreement

When used in this Agreement with initial letters capitalized, the following terms have the following meanings.

• Account means any account or instance created by or on behalf of Restaurant or its Affiliates in connection with the Services.
• Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• Agreement means this Master Subscription Agreement together with all Order Forms, Statements of Work, the Data Processing Addendum, any Service-Specific Terms, the applicable Service Level Agreement, and the Next Order Privacy Policy.
• Authorized User means Restaurant employees, contractors, agents, or third parties authorized by Restaurant to access the Services under Restaurant’s Account and bound by written terms at least as protective as this Agreement.
• Beta Services means any Service, feature, or functionality identified as alpha, beta, preview, pilot, early access, or evaluation, made available before general availability.
• Charges means all fees and charges associated with access to and use of the Services as specified in the applicable Order Form, including recurring subscription fees, usage-based fees, and overages.
• Confidential Information means all non-public, proprietary information disclosed by one party to the other that is marked confidential or reasonably understood to be confidential.
• Current Term means the then-current Subscription Term, being the initial Subscription Term or the then-current renewal term, as applicable.
• Data Breach means a confirmed unauthorized access to, or unauthorized acquisition, disclosure, alteration, or loss of, Personal Information processed by Next Order in connection with the Services.
• Data Processing Addendum or DPA means the data processing terms set out in Schedule B.
• Delivery Marketplace Charges means all fees, commissions, and charges relating to third-party delivery and ordering marketplaces integrated with or connected to the Services, including Uber Eats, DoorDash, and Deliveroo.
• Documentation means Next Order’s then-current technical documentation, user guides, and API documentation for the Services.
• Early Termination Fee has the meaning given in Section 4.5.
• Effective Date means the earliest of: (a) the date Restaurant accepts this Agreement; (b) the date Restaurant executes or submits its initial Order Form; and (c) the date Restaurant first uses the Services to process live orders or transactions.
• End-User means any customer of Restaurant who places an order or otherwise interacts with Restaurant through the Services.
• External Provider means any third-party service provider integrated with or accessed through the Services, including payment processors, delivery partners, and platform providers.
• Force Majeure Event means an event beyond a party’s reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, utility, internet, or telecommunications failures, and failures of External Providers.
• Hardware means tablets, printers, payment terminals, stands, and other point-of-sale equipment, accessories, and supplies supplied to Restaurant by the applicable Regional Partner for use with the Services, comprising Loaned Hardware and Purchased Hardware.
• Intellectual Property Rights means all patents, copyrights, trademarks, trade secrets, design rights, database rights, domain names, and all other intellectual property and proprietary rights, whether registered or unregistered, anywhere in the world.
• Loaned Hardware means Hardware, including the initial order tablet, provided to Restaurant by the applicable Regional Partner free of charge on a loan or hire basis, title to which remains at all times with the applicable Regional Partner.
• Malicious Software means viruses, worms, trojan horses, ransomware, spyware, logic bombs, and any other malicious code, files, scripts, or programs.
• Next Order, We, Us, or Our means Next Order Pte. Ltd., a private limited company incorporated in Singapore with UEN 202449671K.
• Order Form means the ordering document specifying the Services to be provided, whether signed or completed through Next Order’s online ordering process.
• Personal Information means any information relating to an identified or identifiable individual, including personal data as defined under applicable data protection laws, including the Personal Data Protection Act 2012 of Singapore (PDPA), the UK GDPR and the Data Protection Act 2018 (UK), the Privacy Act 1988 (Cth) (Australia), and the Privacy Act 2020 (New Zealand).
• Personnel means a party’s officers, directors, employees, contractors, and agents.
• Planned Downtime means scheduled maintenance for which Next Order gives reasonable advance notice, scheduled where reasonably practicable outside peak trading hours.
• Purchased Hardware means Hardware, including replacement and additional order tablets, purchased by Restaurant from the applicable Regional Partner.
• Regional Partner means the connected entity that supplies Hardware and delivery-related services in Restaurant’s region, as further described in Schedule C: in the United Kingdom, POS Deliveries Limited, a company incorporated in England and Wales with company number 16247504; and in Australia and New Zealand, Next Order Pty Ltd (ACN 627 375 535).
• Restaurant, You, or Your means the business entity identified in the Order Form that accepts this Agreement.
• Restaurant Data means all data, information, and content that Restaurant, Authorized Users, or End-Users submit, upload, or transmit through the Services, including Personal Information contained therein.
• Services means Next Order’s software-as-a-service offerings and related services as specified in each Order Form, including Online Ordering, Point of Sale, Loyalty Programs, Integrations, Delivery Management, Kitchen Display Systems, and associated support.
• Site means the websites and online properties operated by Next Order, including nextorder.com.
• Software means the software, applications, and APIs made available by Next Order as part of the Services.
• Subscription Term means the period during which Restaurant is authorized to access and use the Services, as specified in the applicable Order Form, together with any renewal periods.
• Taxes means all sales, use, value-added, goods and services, withholding, and similar taxes, levies, duties, and governmental assessments, excluding taxes based on Next Order’s net income, property, or employees.

• 2.1 Service Provision. We will make the Services available throughout the Subscription Term in accordance with this Agreement and the applicable Order Form, except during Planned Downtime, emergency maintenance, and Force Majeure Events.
• 2.2 Support. We will provide standard customer support as described in the applicable Order Form and Documentation. Enhanced support tiers may be available for additional fees.
• 2.3 Professional Services. Upon request, We may provide implementation, training, consulting, or advisory services under a mutually executed Statement of Work.
• 2.4 Modifications. We may update the Services from time to time to reflect technological advancement, security improvements, or feature enhancements, provided no such update materially diminishes core functionality during the then-current Subscription Term.
• 2.5 Hardware. Hardware used with the Services is supplied to Restaurant by the applicable Regional Partner, and not by Next Order Pte. Ltd., on the terms set out in Section 13 and Schedule C.
• 2.6 Extension to Affiliates. Restaurant may extend rights under this Agreement to Affiliates and contractors acting solely on its behalf, provided Restaurant remains fully responsible for their acts and compliance.

• 3.1 Grant of Rights. Subject to compliance and payment, Next Order grants Restaurant a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for internal business operations.
• 3.2 License Management. Access may be restricted based on licenses, users, locations, or devices specified in the Order Form. Overuse may be audited and charged at then-current rates.
• 3.3 Restrictions. Restaurant shall not reverse engineer, build a competing service from the Services, use the Services for unlawful purposes, upload Malicious Software, disrupt performance, gain unauthorized access, resell access without consent, or use the Services inconsistently with the Documentation.
• 3.4 Compliance. Restaurant is responsible for all activities under its Account, for safeguarding its Account login credentials, and for ensuring all Authorized Users comply with this Agreement.
• 3.5 System Requirements. Restaurant is responsible for obtaining and maintaining the network connections, internet services, and compatible equipment and software necessary to access the Services, other than Hardware supplied under Section 13.
• 3.6 Internal Use Only. Unless expressly agreed otherwise, Restaurant may not use the Services as a service bureau, managed service, or outsourced third-party service.
• 3.7 No Competitive Access. Direct competitors of Next Order may not access the Services without express prior written consent.
• 3.8 Service-Specific Terms. Certain Services are subject to Supplemental or Service-Specific Terms published on the Site or in the Documentation.

• 4.1 Term. This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated. Each Subscription Term begins on the start date stated in the Order Form or, if none is stated, on the Effective Date; if Restaurant uses the Services to process live orders or transactions before the stated start date, the Subscription Term begins on that earlier date. Unless the Order Form states otherwise, the initial Subscription Term is twelve months. Unless otherwise stated, each subscription automatically renews for successive periods equal to the then-expiring term at Next Order’s then-current pricing. Any discounts offered in respect of the initial Subscription Term do not carry over to any renewal term unless expressly agreed in writing.
• 4.2 Non-Renewal. Either party may elect not to renew a subscription by giving written notice at least ninety days before the end of the then-current Subscription Term.
• 4.3 No Early Termination. Except as expressly provided in Section 4.4 or Section 9.2, Restaurant may not terminate this Agreement or any Order Form before the end of the Current Term.
• 4.4 Termination for Cause. Either party may terminate for material breach not cured within thirty days of written notice specifying the breach, or for insolvency-related events. Refunds or accelerated payment obligations apply as specified in the Agreement.
• 4.5 Early Termination Fee. If this Agreement or any Order Form is terminated (a) by Restaurant before the end of the Current Term for any reason other than Next Order’s uncured material breach under Section 4.4 or as permitted by Section 9.2, or (b) by Next Order for Restaurant’s material breach under Section 4.4, Restaurant shall pay an early termination fee equal to the sum of: (i) all non-recurring Charges that remain unpaid as at the effective date of termination; (ii) all recurring Charges that would otherwise have become due for the remainder of the Current Term; and (iii) the difference between the list price and any discounted price of the Services or Software received by Restaurant during or in respect of the Current Term (collectively, the “Early Termination Fee”). Amounts relating to Hardware are dealt with exclusively under Section 13 and are payable to the applicable Regional Partner; no amount is recoverable more than once under this Agreement, whether under this Section, Section 13, or otherwise. The Early Termination Fee is immediately due and payable in full, and Restaurant authorizes Next Order to collect the Early Termination Fee, together with applicable Taxes, using the payment method on file. The parties acknowledge and agree that the Early Termination Fee is a genuine and reasonable pre-estimate of the loss and damage Next Order would suffer from early termination, protects Next Order’s legitimate commercial interest in the onboarding, support, and infrastructure costs committed in reliance on the Current Term, and is not a penalty.
• 4.6 Effect of Termination. Upon expiration or termination, access ceases immediately, accrued Charges and any Early Termination Fee become due, Confidential Information must be returned or destroyed, Restaurant must return all Loaned Hardware in accordance with Section 13.2, and Restaurant Data will be available for export for thirty days after termination before deletion may occur.
• 4.7 Survival. Key provisions, including payment, confidentiality, intellectual property, indemnities, liability limits, Hardware return and clawback obligations, and dispute resolution, survive termination.

• 5.1 Fees. Restaurant shall pay all Charges specified in each Order Form. Except as expressly provided, Charges are non-cancellable and non-refundable.
• 5.2 Payment Terms. Unless otherwise specified, Charges are due within fourteen days of invoice date. Undisputed late amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
• 5.3 Taxes. All Charges are exclusive of Taxes. Restaurant is responsible for all Taxes arising from this Agreement except taxes based on Next Order’s net income, property, or employees.
• 5.4 Fee Changes. Next Order may adjust fees effective upon renewal by providing at least sixty days’ prior written notice.
• 5.5 Overages. Usage exceeding agreed limits incurs overage fees at then-current rates.
• 5.6 Payment Processing. Where Restaurant uses integrated payment processing, Restaurant authorizes Next Order and its payment processors to deduct Charges from settlement proceeds and maintain commercially reasonable reserves.
• 5.7 Payment Authorization. Restaurant authorizes Next Order and, where applicable, the Regional Partner to charge any credit card, debit card, or bank account on file for all amounts arising under this Agreement, including Charges, overages, the Early Termination Fee, and amounts payable under Section 13. If any amount is paid late or remains outstanding, Next Order may require Restaurant to provide a revised or alternative payment method, without prejudice to Next Order’s right to suspend access to the Services under Section 16.

The Receiving Party shall protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses for its own confidential information of like importance, and in no event less than reasonable care. Confidential Information may be disclosed only to Personnel and advisors with a need to know and who are bound by confidentiality obligations no less protective than this Agreement, or as required by law. The obligations in this section survive for five years after termination, and indefinitely with respect to trade secrets.

• 7.1 Restaurant Data Ownership. Restaurant retains all right, title, and interest in and to Restaurant Data and grants Next Order a limited license to host, copy, transmit, display, and process that data solely as necessary to provide, secure, and improve the Services and to produce aggregated analytics.
• 7.2 Data Protection. Next Order processes Personal Information as a data intermediary on Restaurant’s behalf under the PDPA. The Data Processing Addendum in Schedule B governs such processing.
• 7.3 Security. Next Order maintains industry-standard administrative, physical, and technical safeguards designed to protect Restaurant Data, including encryption in transit and at rest, role-based access controls, and regular security testing.
• 7.4 Data Breach. Next Order will notify Restaurant without undue delay, and in any event within seventy-two hours after confirming a Data Breach, and will cooperate in good faith with Restaurant’s investigation and remediation efforts.
• 7.5 No Sale of Data. Next Order will not sell Restaurant Data or Personal Information to any third party.
• 7.6 Aggregated Data. Next Order may create and use de-identified, anonymized, and aggregated data derived from the Services, provided such data cannot reasonably identify Restaurant or any individual.

• 8.1 Next Order IP. Next Order and its licensors retain all right, title, and interest in and to the Services, Software, Documentation, APIs, and all associated improvements and Intellectual Property Rights.
• 8.2 Restaurant IP. Restaurant retains all right, title, and interest in and to Restaurant Data and its own Intellectual Property Rights.
• 8.3 Feedback. If Restaurant provides feedback, Restaurant grants Next Order a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and exploit that feedback for any purpose.

• 9.1 Mutual Warranties. Each party represents that it has authority to enter into this Agreement, that its performance will comply with applicable laws, and that the Agreement does not conflict with any other agreement to which it is bound.
• 9.2 Service Warranty. During the Subscription Term, the Services will materially conform to the Documentation. Restaurant must notify Next Order in writing of any claimed material non-conformance, describing it in reasonable detail. Restaurant’s sole and exclusive remedy, and Next Order’s entire liability, for breach of this warranty is for Next Order to correct the non-conformance and, only if Next Order fails to correct it within thirty days of written notice, Restaurant may terminate the affected Service and receive a refund of prepaid, unused Charges for that affected Service covering the remainder of the Subscription Term. Termination under this Section 9.2 is limited to the affected Service, does not give rise to an Early Termination Fee in respect of the affected Service, and does not affect the remainder of this Agreement or any other Order Form.
• 9.3 Restaurant Warranties. Restaurant warrants that it is a duly registered business entity in good standing, that it is acquiring the Services for business purposes and not as a consumer, that all information provided is accurate, that use of the Services will comply with law, and that it has all necessary rights and authorizations for payment processing activities.
• 9.4 Disclaimer. Except as expressly stated, the Services, Software, and Documentation are provided “as is” and “as available,” and Next Order disclaims all other warranties, whether express, implied, statutory, or otherwise, to the fullest extent permitted by applicable law.
• 9.5 Statutory Rights. Nothing in this Agreement excludes, restricts, or modifies any right, guarantee, warranty, or remedy that cannot lawfully be excluded, restricted, or modified, including under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)), the Consumer Guarantees Act 1993 (New Zealand), or the laws of the United Kingdom. Where a guarantee applies under the Australian Consumer Law and liability may lawfully be limited, Next Order’s liability for a failure to comply with that guarantee is limited, at Next Order’s option: (a) for services, to resupplying the services or paying the cost of resupply; and (b) for goods, to repairing or replacing the goods, supplying equivalent goods, or paying the cost of repair, replacement, or equivalent supply. Restaurant acknowledges that it acquires the Services in trade for business purposes and agrees that, to the maximum extent permitted by law, the Consumer Guarantees Act 1993 (New Zealand) does not apply, and it is fair and reasonable that the parties are bound by this Section.

• 10.1 By Next Order. Next Order will defend Restaurant against third-party claims alleging that the Services infringe Intellectual Property Rights and will indemnify Restaurant for damages and reasonable attorneys’ fees finally awarded or agreed in an approved settlement, subject to the conditions set out in the Agreement. This section states Restaurant’s sole and exclusive remedy for infringement claims.
• 10.2 By Restaurant. Restaurant will defend and indemnify Next Order and its Affiliates, officers, directors, and Personnel against third-party claims arising from Restaurant Data, Restaurant’s breach of this Agreement, Restaurant’s violation of law, or Restaurant’s use of the Services inconsistently with the Documentation.

• 11.1 Exclusion of Indirect Damages. Except as provided in Section 11.3, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, or data.
• 11.2 Cap. Except as provided in Section 11.3, each party’s total aggregate liability arising out of or related to this Agreement will not exceed the total Charges paid or payable by Restaurant to Next Order under this Agreement in the twelve months immediately preceding the event giving rise to the claim.
• 11.3 Exceptions. The limitations do not apply to indemnification obligations, willful misconduct or fraud, breach of confidentiality, Restaurant’s payment obligations, or liability arising from a Data Breach, which is capped at three times the Charges paid by Restaurant in the preceding twelve months.
• 11.4 Non-Excludable Liability. Nothing in this Agreement excludes or limits either party’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by applicable law. The limitations and exclusions in this Section 11 apply only to the maximum extent permitted by applicable law, and each limitation and exclusion is severable from the others.

Restaurant’s use of any External Provider is governed solely by the terms between Restaurant and that External Provider. Next Order is not responsible or liable for the acts, omissions, or services of any External Provider, and cannot guarantee the continued availability or functionality of any External Provider integration.

• 13.1 Supply by Regional Partner. All Hardware is supplied to Restaurant by the applicable Regional Partner identified in Schedule C, and not by Next Order Pte. Ltd. The Regional Partner contracts directly with Restaurant for the supply of Hardware and invoices Restaurant directly, including any applicable VAT, GST, or similar Taxes. Next Order Pte. Ltd. does not sell, hire, loan, or otherwise supply Hardware to Restaurant.
• 13.2 Loaned Hardware. The initial order tablet is provided to Restaurant by the applicable Regional Partner free of charge on a loan basis for the duration of the Subscription Term. Loaned Hardware is hired, not sold or given, to Restaurant, and title to Loaned Hardware remains at all times with the applicable Regional Partner. Restaurant must keep Loaned Hardware in good working condition, use it only in connection with the Services, and must not sell, charge, encumber, or otherwise dispose of it. Within fourteen days after expiration or termination of this Agreement or the relevant Order Form, Restaurant must return all Loaned Hardware to the applicable Regional Partner in good working condition, fair wear and tear excepted, failing which Restaurant shall pay the Regional Partner the then-current replacement value of the unreturned or damaged Loaned Hardware.
• 13.3 Purchased Hardware. Replacement and additional order tablets and other Hardware may be purchased by Restaurant from the applicable Regional Partner at its then-current prices, plus shipping and handling fees, duties, and applicable Taxes. Risk of loss in Purchased Hardware passes to Restaurant upon delivery, and title passes upon payment in full, with the Regional Partner retaining a purchase-money security interest until paid in full. Hardware is subject to availability, and a Hardware order may be fulfilled with an equivalent product of the same functionality.
• 13.4 Shipment Verification. Restaurant must verify no later than five business days from receipt of Hardware that the shipment was accurate and complete, failing which the limited warranty in Section 13.5 will not apply.
• 13.5 Limited Warranty. In addition to any applicable manufacturer’s warranty, new Purchased Hardware is warranted to be free from defects in workmanship and materials for thirty days from the date of shipment. During this period the exclusive remedy is repair or replacement of the defective Hardware or, where repair or replacement is not reasonably possible, a refund of the net purchase price paid. Hardware must be returned in good condition in its original packaging with all related components; return shipping charges and any restocking fee are for Restaurant’s account. This limited warranty does not apply to normal wear and tear; Hardware that has been opened, tampered with, or repaired by anyone not authorized by the Regional Partner; damage attributable to misuse, moisture or liquids, accident, abuse, neglect, or misapplication; cosmetic damage such as scratches or dents; or use with products or services not provided or approved by Next Order or the Regional Partner. Following expiration of the warranty period, Restaurant must rely on the manufacturer’s warranty and return procedures. Except as expressly stated, all other warranties, conditions, and guarantees in respect of Hardware, whether express or implied, are disclaimed to the fullest extent permitted by law.
• 13.6 Minimum Usage and Hardware Clawback. Restaurant acknowledges and agrees that any Purchased Hardware provided at a discount, and any Hardware provided free of charge other than Loaned Hardware, is conditional upon Restaurant continuing to use the Services for at least twenty-four months from the date such Hardware or discount was provided. If Restaurant ceases to use the Services before the end of that twenty-four month period, Restaurant shall immediately pay the applicable Regional Partner the difference between the full list price and the price paid by Restaurant for such Hardware, plus shipping costs and applicable Taxes, and authorizes the applicable Regional Partner, or Next Order acting on its behalf, to collect such amounts using the payment method on file. Loaned Hardware is not subject to this Section 13.6; Restaurant’s sole obligations in respect of Loaned Hardware are the return-or-pay obligations in Section 13.2. No amount is recoverable more than once under this Agreement, whether under this Section, Section 4.5, or otherwise. The parties acknowledge that these amounts reflect the genuine value of Hardware and subsidies provided in reliance on Restaurant’s continued use of the Services, protect the legitimate commercial interests of Next Order and the Regional Partner, and are a genuine and reasonable pre-estimate of loss, not a penalty.

• 14.1 Introduction of Delivery Provider. Next Order does not itself supply delivery services. Where Restaurant wishes to offer delivery, Next Order introduces Restaurant to a connected delivery service provider, being the applicable Regional Partner identified in Schedule C. The Regional Partner contracts directly with Restaurant for the provision of delivery services and invoices Restaurant directly for those services, including any applicable VAT, GST, or similar Taxes.
• 14.2 Delivery Marketplace Charges. Delivery Marketplace Charges, including charges relating to Uber Eats, DoorDash, and Deliveroo, are billed to Restaurant by the applicable Regional Partner: in the United Kingdom, by POS Deliveries Limited (Company No. 16247504); and in Australia and New Zealand, by Next Order Pty Ltd (ACN 627 375 535).
• 14.3 Marketplace Providers. Uber Eats, DoorDash, Deliveroo, and similar delivery and ordering marketplaces are External Providers. Restaurant’s use of those marketplaces is subject to Section 12 (External Providers) and the terms between Restaurant and the relevant marketplace, and Next Order is not responsible or liable for their acts, omissions, or services.

Beta Services are made available on an “as is” basis, without warranties of any kind and without SLA coverage. Next Order may modify, suspend, or discontinue any Beta Service at any time without liability. Restaurant’s use of Beta Services is voluntary and at its sole risk.

Next Order may suspend access to the Services, in whole or in part, if Restaurant fails to pay any Charges or other amounts when due, if Restaurant materially breaches this Agreement, if suspension is required by law or legal process, or if continued access presents a security, integrity, or liability risk to the Services or other customers. We will provide prior notice where reasonably practicable and restore access promptly once the underlying cause is resolved. Any suspension does not relieve Restaurant of its obligation to pay Charges accruing during the suspension period and does not limit or waive Next Order’s right to terminate this Agreement.

Each party shall comply with all applicable export control, sanctions, and trade laws.

Neither party will be liable for delays or failures caused by Force Majeure Events, provided prompt notice is given and reasonable efforts are used to resume performance. Force Majeure Events do not excuse Restaurant’s payment obligations for amounts already accrued.

Neither party may assign this Agreement without consent except to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets or equity.

All notices under this Agreement must be in writing and delivered by hand or internationally recognized courier to the addresses specified in the applicable Order Form, and for Next Order to the Legal Department at 36 Robinson Road #20-01, City House, Singapore 068877.

• 21.1 Entire Agreement. This Agreement, together with all Schedules and Order Forms, is the entire agreement and supersedes all prior or contemporaneous communications, representations, and agreements relating to its subject matter.
• 21.2 Order of Precedence. In the event of any conflict between this Agreement and an Order Form, this Agreement prevails unless the Order Form expressly identifies the provision of this Agreement it amends, in which case the Order Form prevails for that Order Form only.
• 21.3 Amendments. Next Order may amend this Agreement upon thirty days’ written notice where reasonably necessary to reflect changes in applicable law or regulation, security requirements, market conditions, or changes imposed by third-party suppliers. All other amendments must be in writing and agreed by both parties.
• 21.4 Waiver and Severability. Waiver requires writing. Invalid provisions are narrowed rather than voiding the Agreement, and the remainder continues in full force.
• 21.5 Independent Contractors. The parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.
• 21.6 Third-Party Rights. Each Regional Partner may enforce Sections 5.7, 13, and 14, including the right to collect amounts payable under those Sections, in accordance with the Contracts (Rights of Third Parties) Act 2001 of Singapore. No other person who is not a party to this Agreement has any right to enforce any of its terms.
• 21.7 Attorneys’ Fees. The prevailing party in any action or proceeding arising out of or relating to this Agreement is entitled to recover from the other party, in addition to all other relief, its reasonable attorneys’ fees and costs incurred in connection with that action or proceeding.

This Agreement is governed by and construed in accordance with the laws of Singapore, without regard to conflict-of-laws principles. The parties shall first attempt to resolve disputes through good-faith negotiation between senior representatives. If unresolved within thirty days, the dispute shall be submitted to mediation at the Singapore Mediation Centre. Any dispute not resolved within sixty days of commencing mediation shall be finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the SIAC Rules then in force, seated in Singapore, before one arbitrator, in English. All disputes shall be resolved on an individual basis only, and, to the fullest extent permitted by applicable law, Restaurant waives any right to commence or participate in any class action or representative proceeding against Next Order and agrees to opt out of any such proceeding where applicable. Either party may seek interim or injunctive relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information, and Next Order may bring proceedings in any court of competent jurisdiction to collect amounts owed by Restaurant.

Next Order has appointed a Data Protection Officer in accordance with the PDPA. Restaurant is responsible, at its own expense, for ensuring it has a lawful basis for processing Personal Information through the Services, obtaining and maintaining necessary consents and notices, responding to data subject requests directed to it, maintaining appropriate security for data held by it, and promptly notifying Next Order of any data incident affecting the Services.

If Restaurant operates in a regulated industry, including financial services or healthcare, Restaurant represents and warrants its compliance with all applicable regulations and shall defend and indemnify Next Order against any claims, fines, or penalties arising from Restaurant’s regulatory violations.

Next Order may identify Restaurant by name and logo as a customer in customer lists, case studies, and marketing materials consistent with Restaurant’s brand guidelines. Any other use of Restaurant’s name or marks requires Restaurant’s prior written consent, not to be unreasonably withheld.

Monthly Uptime is calculated as total minutes in the calendar month minus Excluded Downtime, divided by total minutes in the month. Excluded Downtime includes Planned Downtime, emergency maintenance, Force Majeure Events, issues with Restaurant systems or infrastructure, External Providers, Restaurant breach, and Beta Services. Service credit requests must be submitted in writing within thirty days after the end of the affected month and, if approved, will be applied against the next invoice.

• B.1 Definitions. Capitalized terms used but not defined in the DPA have the meanings given in the Agreement or applicable Data Protection Laws.
• B.2 Processing. Next Order processes Personal Information as a data intermediary on Restaurant’s documented instructions and will ensure confidentiality, maintain appropriate security measures, assist with rights requests, and delete or return Personal Information upon termination subject to legal retention requirements.
• B.3 Sub-processors. Restaurant provides a general authorization for Next Order to engage sub-processors, provided Next Order imposes obligations no less protective than this DPA, remains liable for their performance, and provides notice of new sub-processors with a reasonable opportunity to object on data protection grounds.
• B.4 Cross-Border Transfers. Next Order ensures that any international transfers of Personal Information are made with appropriate safeguards, including standard contractual clauses or other approved mechanisms.
• B.5 Security Measures. Technical and organizational measures include encryption in transit and at rest, role-based access controls, strong authentication, least-privilege principles, regular security assessments, documented incident response, and business continuity planning.
• B.6 Audit Rights. Restaurant may, at its expense and no more than once per calendar year except after a confirmed Data Breach or as required by a regulator, audit Next Order’s compliance with the DPA upon thirty days’ prior notice, subject to confidentiality protections. Next Order may satisfy audit obligations with recent third-party audit reports or certifications.
• B.7 Breach Notification. Within seventy-two hours after confirming a Data Breach, Next Order will provide the nature and timing of the breach, categories and approximate number of data subjects and records affected, likely consequences, remedial measures taken or proposed, and the contact details of the Data Protection Officer, together with timely updates as more information becomes available.

Each Regional Partner contracts with and invoices Restaurant directly for the services listed above, including any applicable VAT, GST, or similar Taxes. Title to Loaned Hardware remains at all times with the applicable Regional Partner. This Agreement between Restaurant and Next Order Pte. Ltd. governs Restaurant’s access to and use of the Services; the supply of Hardware and delivery services is provided by the applicable Regional Partner as described in Sections 13 and 14.