1. Definitions
"Carpia", "we", "us", or "our" means Side Alley Ltd trading as Carpia.
"You" or "Restaurant" means the business entity using Carpia services.
"Technology Partner" means the third-party online ordering platform provider currently engaged by Carpia to power the Direct Ordering Platform. The Technology Partner is confirmed to restaurants during onboarding and may change from time to time at Carpia's discretion, with reasonable notice provided to affected restaurants.
"Delivery Partners" means independent third-party delivery providers including but not limited to Uber Direct and local courier networks.
"Services" means Carpia's commercial, onboarding, support, optimisation, and relationship management services.
"Direct Ordering Platform" means the ordering system operated by the Technology Partner.
"Integration Fee" means the per-order fee charged by Carpia to cover the cost of connecting the Direct Ordering Platform to the Delivery Partner network. The current rate is £1.85 per order.
"Data Protection Laws" means all applicable UK data protection legislation including UK GDPR and the Data Protection Act 2018.
"Customer Personal Data" means any personal data relating to a customer who places an order through the Direct Ordering Platform including but not limited to name, contact details, delivery address, and order history.
2. Scope of These Terms
2.1 These Terms govern only the Services provided by Carpia.
2.2 Your use of the Direct Ordering Platform is governed by a separate agreement between you and the Technology Partner. Carpia is not a party to that agreement and has no liability arising from it.
2.3 Delivery services are provided by Delivery Partners under their own terms. Carpia is not a delivery provider and accepts no liability for delivery performance, pricing, or conduct.
2.4 Nothing in these Terms creates a franchise, partnership, agency, or employment relationship.
3. Eligibility and Account Information
3.1 You must be a legally operating business to use Carpia.
3.2 You confirm that all information provided during application and onboarding is accurate and kept up to date.
3.3 You are responsible for maintaining the confidentiality of any account credentials issued by Carpia or any Technology Partner.
4. What Carpia Does (and Does Not Do)
4.1 Carpia provides:
Commercial onboarding and setup support
Ongoing relationship and account management
Operational and performance insights
Helpdesk and coordination support
4.2 Carpia does not:
Provide ordering technology, software platforms, or payment processing
Guarantee order volume, revenue, profitability, or growth
Control Technology Partner systems, pricing, uptime, features, or support response times
Control Delivery Partner availability, conduct, or pricing
Issue invoices or take payments on behalf of any Technology Partner or Delivery Partner
4.3 All technical support relating to the Direct Ordering Platform must be directed to the Technology Partner directly. Carpia may assist in coordinating escalations but is not responsible for resolving platform technical issues.
5. Fees and Payment
5.1 Carpia charges a monthly subscription fee per location, confirmed in writing prior to go-live. The current standard rate is £79 per location per month plus VAT.
5.2 A one-off setup fee of £195 per location plus VAT applies on commencement. This covers onboarding, platform setup, menu configuration, and go-live support. It is non-refundable.
5.3 A per-order Integration Fee of £1.85 applies to each order fulfilled via a third-party delivery network. This fee covers the cost of delivery platform integration and is separate from the monthly subscription fee. It is not a commission on food sales.
5.4 Restaurants set their own customer-facing delivery fee based on their delivery zone and cost structure. The Uber Direct fulfilment cost is partially offset by the customer delivery fee charged at checkout and by any delivery menu price uplift applied by the restaurant. The net delivery cost absorbed by the restaurant will vary depending on distance, customer delivery fee, and menu pricing.
5.5 Carpia does not charge commission on food sales at any order value.
5.6 Fees charged by Technology Partners, Delivery Partners, payment processors, or marketplaces are entirely separate from Carpia fees, are invoiced and collected independently by those parties, and are outside Carpia control. Carpia accepts no liability for those charges.
5.7 Invoices are payable within the timeframe stated. Carpia may suspend Services for overdue payments following reasonable notice.
5.8 Fees may be updated with a minimum of 30 days written notice.
6. Technology Partners
6.1 Carpia may facilitate your onboarding to a Technology Partner but does not operate, control, or maintain the Direct Ordering Platform.
6.2 You are solely responsible for complying with the Technology Partner terms and policies.
6.3 Carpia is not liable for outages, errors, feature changes, pricing changes, data loss, or termination by a Technology Partner.
6.4 Any invoicing, payment processing, refunds, or payment disputes relating to the Direct Ordering Platform are matters solely between you and the Technology Partner. Carpia has no involvement in and no liability for such matters.
6A. Referral Tracking and Lead Attribution
6A.1 Carpia operates a relationship-led onboarding model and does not rely on automated or online referral tracking.
6A.2 A restaurant shall be deemed a Carpia-Referred Restaurant where Carpia introduced the restaurant to a Technology Partner, led the commercial discussion, or the restaurant applied or onboarded via a Carpia-managed process.
6A.3 Where a restaurant is deemed a Carpia-Referred Restaurant, Carpia shall remain the primary commercial point of contact for the duration of the Services unless otherwise agreed in writing.
6A.4 Attribution is determined based on Carpia reasonable records, communications, and onboarding confirmations.
6B. Direct Platform Access
6B.1 You acknowledge that Carpia has introduced you to the Direct Ordering Platform through a commercial arrangement with the Technology Partner.
6B.2 You agree that for the duration of these Terms and for a period of 24 months following termination, you will not seek to establish a direct commercial relationship with the Technology Partner that replicates or substitutes the Services provided by Carpia, without Carpia prior written consent.
6B.3 This clause exists to protect the commercial introduction Carpia has made on your behalf and does not prevent you from using any other ordering platform or technology provider of your choosing.
6B.4 Any attempt to circumvent Carpia commercial relationship with the Technology Partner shall be considered a material breach of these Terms and may result in immediate suspension of Services.
7. Delivery Partners
7.1 Delivery Partners are independent contractors operating under their own terms and conditions.
7.2 Carpia does not guarantee delivery times, acceptance rates, or courier behaviour.
7.3 Delivery fees are set by Delivery Partners and are outside Carpia control. The restaurant sets its own customer-facing delivery fee at checkout. The net delivery cost to the restaurant will vary by distance and is the restaurant responsibility to manage through appropriate delivery fee and menu pricing decisions. Carpia has no liability for delivery-related matters.
8. Restaurant Responsibilities
You are responsible for:
Food preparation and quality
Menu accuracy and pricing including any delivery menu price uplift
Setting an appropriate customer-facing delivery fee
Order readiness and packaging
Customer service relating to food and preparation
Compliance with all applicable laws including food safety, licensing, and employment law
9. Data Protection
9.1 Both parties shall comply with all applicable Data Protection Laws.
9.2 You are responsible for ensuring you have the legal right to share any personal data with Carpia or any Technology Partner in connection with the Services.
9.3 Carpia will handle any personal data shared with it in accordance with its Privacy Policy.
9.4 Customer data collected through the Direct Ordering Platform is subject to the Technology Partner data processing terms. Carpia does not access, store, or process end-customer ordering data on behalf of the Technology Partner.
9A. Customer Data Sharing and GDPR Compliance
New clause added June 2026 in accordance with UK GDPR and ICO guidelines.
9A.1 Data Controller Relationship
Where Carpia collects Customer Personal Data from customers placing orders through the Direct Ordering Platform, Carpia and the Restaurant operate as separate and independent data controllers in respect of that Customer Personal Data. Each party is individually responsible for ensuring their processing of Customer Personal Data complies with all applicable Data Protection Laws including UK GDPR and the Data Protection Act 2018.
9A.2 Lawful Basis for Data Sharing
Carpia shares Customer Personal Data with the Restaurant on the lawful basis of contractual necessity, specifically to enable the Restaurant to fulfil the customer order. Any further use of Customer Personal Data by the Restaurant beyond order fulfilment, including but not limited to marketing communications, loyalty programme administration, and promotional messaging, requires a separate and independent lawful basis obtained by the Restaurant directly from the customer.
9A.3 Marketing Consent
The Restaurant acknowledges that customer consent to receive marketing communications is separate from and cannot be inferred from the customer placing an order. The Restaurant must not use Customer Personal Data received through the Carpia platform for direct marketing purposes unless the customer has provided explicit prior consent for such communications. The Restaurant is solely responsible for obtaining, recording, and maintaining valid marketing consent from its customers in compliance with UK GDPR and the Privacy and Electronic Communications Regulations 2003.
9A.4 Restaurant Data Controller Obligations
Upon receiving Customer Personal Data from Carpia, the Restaurant becomes an independent data controller in respect of that data and must:
Maintain a publicly accessible privacy policy that accurately describes how Customer Personal Data is collected, used, stored, and shared.
Process Customer Personal Data only for the purposes disclosed to the customer at the point of collection.
Implement appropriate technical and organisational security measures to protect Customer Personal Data against unauthorised access, loss, or disclosure.
Retain Customer Personal Data only for as long as is necessary for the purposes for which it was collected.
Respond promptly and in accordance with UK GDPR timelines to any customer requests to access, correct, delete, or restrict their personal data.
Notify Carpia without undue delay and in any event within 48 hours of becoming aware of any personal data breach involving Customer Personal Data received through the Carpia platform.
9A.5 Carpia Data Controller Obligations
Carpia, as a data controller in respect of Customer Personal Data collected through the Direct Ordering Platform, will:
Maintain a publicly accessible privacy policy available at carpia.ai/privacy-policy that accurately describes how Customer Personal Data is collected, used, and shared
Ensure the checkout process on the Direct Ordering Platform provides customers with clear and transparent information about how their personal data will be used and with whom it will be shared
Implement appropriate technical and organisational measures to protect Customer Personal Data in transit and at rest
Not share Customer Personal Data with any third party beyond the Restaurant and the Technology Partner except where required by law
9A.6 Technology Partner Data Processing
Customer Personal Data collected through the Direct Ordering Platform is processed by the Technology Partner in accordance with the Technology Partner data processing terms. The Technology Partner acts as a data processor in respect of Customer Personal Data processed through the platform and is bound by appropriate data processing obligations. Carpia has no direct control over the Technology Partner data processing infrastructure and accepts no liability for any data breach or non-compliance arising from the Technology Partner systems.
9A.7 Data Retention
The Restaurant must not retain Customer Personal Data received through the Carpia platform for longer than is necessary for the purpose for which it was shared. Upon termination of the Restaurant’s relationship with Carpia, the Restaurant must, upon request from Carpia, either return or securely delete all Customer Personal Data received through the platform within 30 days of the termination date, unless retention is required by applicable law.
9A.8 ICO Registration
The Restaurant confirms that, where required under applicable Data Protection Laws, it is registered with the Information Commissioner’s Office as a data controller and will maintain such registration for the duration of its use of Carpia services.
9A.9 Indemnity
The Restaurant agrees to indemnify and hold harmless Carpia and the Technology Partner from and against any claims, penalties, fines, or regulatory action arising from the Restaurant’s failure to comply with its obligations as an independent data controller under this clause or under applicable Data Protection Laws.
10. Intellectual Property
10.1 All Carpia branding, documentation, and materials remain the intellectual property of Carpia.
10.2 You retain full ownership of your brand, menu, and customer relationships.
11. Confidentiality
Each party agrees to keep confidential any non-public commercial or technical information received from the other during the term of the agreement and for five (5) years following termination.
12. Warranties and Disclaimers
The Services are provided on an “as is” basis. To the maximum extent permitted by law, Carpia disclaims all implied warranties.
Carpia makes no warranty regarding the performance, availability, or fitness for purpose of any Technology Partner platform or Delivery Partner service.
13. Limitation of Liability
13.1 Nothing in these Terms limits liability for death or personal injury caused by negligence or for fraud.
13.2 Subject to clause 13.1, Carpia’s total liability is limited to the total fees paid to Carpia in the twelve (12) months preceding the claim.
13.3 Carpia is not liable for any indirect, consequential, or third-party losses, including but not limited to losses arising from Technology Partner platform issues, Delivery Partner failures, or payment disputes handled by third parties.
14. Suspension and Termination
14.1 Either party may terminate this agreement by giving thirty (30) days’ written notice.
14.2 Carpia may suspend Services immediately in cases of material breach, misuse, or legal or regulatory risk.
14.3 Any outstanding fees owed to Carpia remain payable upon termination. Termination of Carpia Services does not automatically terminate any separate agreement with a Technology Partner or Delivery Partner.
15. Fair Dealing and Dispute Resolution
Any disputes should first be addressed through good-faith discussions between the parties. If the dispute is not resolved, the parties agree to attempt mediation before commencing court proceedings, unless urgent injunctive relief is required.
16. Changes to These Terms
Carpia may update these Terms from time to time with reasonable notice. Continued use of the Carpia Services constitutes acceptance of the updated Terms.
17. Governing Law
These Terms are governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction over any disputes arising under or in connection with these Terms.
