Toast Digital Ordering Terms
Effective: November 18, 2020
By accepting these Merchant Digital Ordering Terms of Service (“Digital Ordering Terms” or “Terms”), Merchant acknowledges and agrees that these Terms supplement and, in the event of a conflict, supersede and amend the terms of, the Merchant Agreement between Merchant and Toast, Inc. ("Toast," "we," “us” or “our”), located at https://pos.toasttab.com/toast/merchant-agreement.
The Digital Ordering Terms govern the Digital Ordering features, including Online Ordering and Order & Pay at the Table, as well as the mobile application and associated website, software, and other products and services provided by Toast to enable Guests to make Purchases from Merchant, known as the Toast TakeOut App (collectively, “Toast Digital Ordering Channels”). Merchant agrees to be bound by, and to take all necessary measures to ensure its Employees have read, understand, and are bound by, these Digital Ordering Terms when Merchant uses its Toast Account to access the Toast Digital Ordering Channels.
These Digital Ordering Terms apply to Merchant’s participation in any of the Toast Digital Ordering Channels in addition to the terms and conditions specified in the Merchant Agreement. In the event of a conflict between these Digital Ordering Terms and the Merchant Agreement, these Digital Ordering Terms will govern. Capitalized terms not defined in these Terms shall have the meanings set forth in the Merchant Agreement.
1. Toast Digital Ordering Channels
1.1. The Toast Digital Ordering Channels, including the Toast TakeOut App (“TakeOut App” or the “App”), Online Ordering, Order & Pay at the Table, and other similar services as may be made available by Toast, provide technology services to Merchant to enable dining customers (each, a “Guest”) to place orders for food, beverages and related products and services provided by Merchant (each, a “Purchase”) and facilitates payment to Merchant by the Guest for those Purchases with a permitted payment method (“Payment Method”) through any of the Digital Ordering Channels (each, a “Payment Transaction”). Toast facilitates the Purchase process with Merchant and processes Guests’ payments to Merchant, on behalf of and as agent for Merchant.
1.2. Purchases and Payment Transactions that a Guest submits through any of the Digital Ordering Channels are transactions between Guest and Merchant, and not with Toast or any of our affiliates. Toast is not the seller of any product or service offered by Merchant and is not a party to any Payment Transaction facilitated through a Digital Ordering Channel. Toast is a third-party service provider facilitating Payment Transactions for Merchant, and is not acting for or on behalf of a Guest in a Payment Transaction.
2. Merchant’s Responsibilities
2.1. Merchant is solely responsible and liable for marketing, selling, pricing, packaging and provision of any products or services offered to Guests through the Digital Ordering Channels, all in compliance with Applicable Law and Rules. Merchant acknowledges and agrees that Toast is not in any way responsible for, and makes no representation or warranty regarding, whether Merchant holds any required or applicable permit, license, registration or other credential for its business, whether representations by Merchant to a Guest or any third party are true or accurate, or whether Merchant complies with Applicable Law and Rules, and Toast is not responsible for any of the foregoing or the quality of the products or services provided by Merchant to a Guest or any other third party.
2.2. Alcoholic Beverage Product Purchases. If Merchant holds an alcoholic beverage license and sells alcoholic beverage products, the Merchant may be required to approve each Purchase before the Purchase will be finalized, and only upon acceptance of the Purchase by the licensee will a Guest’s Payment Method be charged. The portion of the funds charged to a Guest’s Payment Method which pertains to Guest’s alcoholic beverage product purchase may be held in an account for the benefit of the alcoholic beverage supplier in compliance with Applicable Law and Rules. Toast acts as a third-party technology provider to and facilitates payment processing on behalf of the Merchant, and has no responsibility or liability to a Guest or any other person for any alcoholic beverage products a Guest may purchase from a Merchant or for any Merchant’s compliance with Applicable Law and Rules, including without limitation, local regulations regarding the sale of alcohol. Merchant is responsible for (i) not enabling procurement of alcoholic beverage products by or for persons under twenty-one (21) years of age in the United States, or under nineteen (19) years of age in British Columbia or Ontario, Canada; (ii) ensuring the Guest provides bona fide government issued photo identification evidencing he/she is twenty-one (21) years of age or older in the United States, or nineteen (19) years of age in British Columbia or Ontario, Canada as a prerequisite to receiving the Purchase; and (iii) ensuring that the Guest is purchasing alcoholic beverage products for his/her personal consumption and not for any commercial purpose or resale or for any person under twenty-one (21) years of age in the United States or under nineteen (19) years of age in British Columbia or Ontario, Canada.
3. Implementation of the Toast Digital Ordering Channels
Merchant must have a Toast Account to use the Toast Digital Ordering Channels. Toast, in its sole discretion, may retain control of the ability to add any of the Toast Digital Ordering Channels to a Merchant’s Toast Account or to cause Merchant’s business to appear on the TakeOut App. To be listed on the TakeOut App, Merchant must provide Toast with certain minimum required information via the Toast Platform, including without limitation its hours of operation and menu items and pricing. Merchant must provide accurate and complete information in response to any questions on the Toast Platform and keep such information current at all times, and Toast disclaims any liability or responsibility in connection with any information provided by Merchant that is inaccurate, incomplete, or outdated. Toast reserves the right to suspend or terminate the access of any Merchant who provides inaccurate, untrue, or incomplete information to any or all of the Digital Ordering Channels. While Merchant may change most of the information Merchant provides, Toast maintains control over certain standard labeling and design elements of the Toast Digital Ordering Channels, including but not limited to the TakeOut App user interface for all listings on the App, which can only be changed or modified by Toast at the request of Merchant.
4. Payment Processing
4.1. Toast makes available the Toast Digital Ordering Channels, and processes Payment Transactions for Purchases on behalf of Merchant as the agent of the Merchant through the payment networks.
4.2. Merchant designates Toast as its agent for the sole and limited purpose of receiving and processing Purchases and Payment Transactions made by Guests for products and services provided by Merchant through the Toast Digital Ordering Channels. When a Guest pays for a Purchase placed through a Digital Ordering Channel, Toast will submit the charge to the Guest’s Payment Method, as the agent of Merchant, in the amount of the Purchase (including any gratuities, fees and taxes) as well as any credits in connection with Chargebacks, refunds or adjustments. Toast, as the agent of Merchant, will assist Merchant in submitting the Payment Transaction to the payment network and processing the Payment Transaction. Receipt of payment by Toast (including authorization of the Payment Transaction) from the issuer of the Guest’s Payment Method shall constitute payment to Merchant for the Purchase, and the Guest’s payment obligation to Merchant shall be deemed completed at that time and Merchant shall have no further claims against the Guest with respect to such payment (except in the case of a later Chargeback).
4.3. Merchant acknowledges and agrees that Toast may, in its sole discretion, establish limitations concerning use of the Toast Digital Ordering Channels by Merchant or a Guest, including without limitation individual or aggregate transaction limits on the dollar amount or number of Payment Transactions a Guest may make or Merchant may receive within certain time periods. Toast may decline to process any Payment Transaction without any notice to Merchant or Guest. Toast may delay processing of or hold or cancel processing of any Payment Transaction upon Merchant’s direction or if Toast believes, in its sole discretion, that the transaction is invalid, suspicious, involves misconduct or fraud, or otherwise violates Applicable Law and Rules, these Digital Ordering Terms or any applicable Toast policies.
4.4. By participating in the Toast Digital Ordering Channels, Merchant agrees that:
- Toast is not responsible for and does not control any aspect of the products or services sold by Merchant or the description of the products or services offered through the Digital Ordering Channels.
- Toast will not be responsible for and does not control if a Guest will complete a purchase or payment for products or services to Merchant through any Digital Ordering Channel. When a Guest seeks to make a purchase with a Payment Method through a Digital Ordering Channel, Toast will receive and process the Payment Transaction as the agent of the Merchant through the appropriate payment network, including the credit card or debit card networks.
- Merchant will only use the Digital Ordering Channels for its own business purposes and not for personal purposes or the purposes of any other user or merchant.
- Merchant will not use the Digital Ordering Channels in any way that violates Applicable Law or Rules, these Terms, the Merchant Agreement of which these Terms are expressly incorporated and made a part, or other agreements, policies or rules that are applicable to Merchant or the Digital Ordering Channels.
- Merchant may only use the Digital Ordering Channels to receive Purchases for and payments for a legitimate, bona fide product or service that is purchased from Merchant. The Digital Ordering Channels may not be used to transfer money or process a Payment Transaction that is unrelated to a purchase of a product or service from Merchant.
The privacy and security of personal information is important to Toast. Toast’s Privacy Statement describes what information Toast collects about individuals and how Toast may use personal information. Toast encourages Merchant and Merchant’s Employees to read the Privacy Statement carefully, as it forms a binding part of these Toast Digital Ordering Terms and contains important information about individuals’ rights.
6. Purchase Changes, Cancellations, Refunds and Customer Service
6.1. Merchant is responsible for setting its own cancellation and refund policies for products and services sold through the Digital Ordering Channels. Once a Purchase has been submitted through a Digital Ordering Channel, Merchant acknowledges and agrees that a Guest must contact Merchant directly to inquire if Guest can make a change to or cancel such Purchase or whether Guest may receive a refund for such Purchase.
6.2. Guests will be directed to contact Merchant with questions or for customer service regarding a Purchase or the product or service provided by Merchant.
6.3. Merchant’s contact information for customer service will be made available by Toast through the Digital Ordering Channels, including the TakeOut App. It is the Merchant’s responsibility to keep its customer service contact information registered with Toast accurate and up-to-date. Merchant may change its contact information by contacting Toast’s Customer Care team at https://www.toasttab.com/restaurants/admin/basicinfo. Merchant is responsible for Merchant-specific customer service issues except to the extent that Toast expressly takes responsibility for any support issues in the Merchant Agreement, Privacy Statement, Guest Terms of Service, or other Toast policies or terms.
7. Electronic Communications
7.1. Toast may be required to provide Merchant with certain disclosures, notices and communications (collectively, “Communications”) in written form. Merchant agrees to receive all Communications regarding its use of any of the Services, including without limitation through the Digital Ordering Channels, electronically instead of in paper form, including by sending electronic mail to the e-mail address Merchant registered with Toast, or by posting a notice or communicating with Merchant through the TakeOut App. Communications include these Digital Ordering Terms or other agreements or policies to which Merchant must agree in order to use the Services, including updates to those agreements and policies; payment authorizations and transaction confirmations; customer service matters; and any other communications related to Merchant’s use of the Services.
7.2. Communications in electronic format will be considered to be in “writing” and are considered received by Merchant upon posting though our website, or the Toast Platform, or a Toast App, or sending to Merchant via electronic mail, regardless of whether Merchant has accessed that Communication.
7.3. In order to access and retain electronic Communications, Merchant will need to have a computer or mobile device with Internet connectivity, software capable of opening PDF documents, access to the valid email address that Merchant used to register with Toast, a current web browser that includes 128-bit encryption with cookies enabled, and sufficient storage space to save communications electronically or to print them. Merchant should print or electronically save a copy of any electronic Communication and retain it for Merchant’s records.
7.4. Merchant’s consent to electronic Communications is valid until Merchant revokes it. However, consent to electronic Communications is a condition of the Services, and if Merchant revokes its consent, Merchant will no longer be permitted to use the Services. Merchant agrees it is responsible for keeping its e-mail address registered with Toast accurate and up to date.
7.5. Merchant acknowledges and agrees that by its representative clicking on the “I Agree”, the “Submit” or similar button on the Toast website or the Toast Platform or a Toast App and associated with these Digital Ordering Terms or with any other electronic document authorizing Toast to provide the Services to Merchant, Merchant is indicating its intent to sign these Digital Ordering Terms and any other document. Merchant also agrees that its representative clicking on these buttons on the Toast website or the Toast Platform or in a Toast App shall constitute Merchant’s electronic signature by an authorized representative of Merchant to these Digital Ordering Terms or other such document displayed with the buttons and relating to the Services. Merchant further agrees that its representative’s electronic signature on these Terms and other such documents has the same legal effect under state and federal law as if an authorized representative of Merchant signed the documents in ink on paper.
Toast may, in Toast’s sole discretion, run promotions that may make available marketing and advertising opportunities, including offering discounts to Guests on purchases at Merchant restaurants, subject to any terms that Toast establishes on a per-promotion basis (collectively, “Promotions”). In the event that such Promotions include promotional discount(s), Merchant acknowledges and agrees that any money that Toast owes to Merchant pursuant to any Promotion will be credited to Merchant’s Toast Merchant Account on the statement for the month following the Promotion. In the event that Toast enables Merchants to facilitate their own promotions, any related features will appear in the Toast discount tool(s) that Merchant may use for Digital Ordering Channels. Merchant agrees to comply with and honor the terms of any Promotions sponsored by Toast, including the start and end times.
9. Modification of Digital Ordering Terms
Toast reserves the right to modify any portion of these Digital Ordering Terms at any time in its sole discretion by notifying Merchant of any changes by electronic mail, posting of the updated Terms on its website or on the TakeOut App, or delivering an alert within the Toast Platform. The changes will become effective, and shall be deemed accepted by Merchant, upon the effective date stated or initial posting/delivery date (if none is stated) and shall be effective on a going-forward basis. If Merchant does not agree to these Digital Ordering Terms or any updated version of these Terms, its sole and exclusive remedy is to terminate Merchant’s use of the Toast Digital Ordering Channels.