These Terms & Conditions ("Terms") govern the use of Carpia services by restaurants and partners. Carpia is operated by Side Alley Ltd, registered in England and Wales, and trading as Carpia.
By applying for, accessing, or using Carpia services, you agree to be bound by these Terms.
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 a third‑party online ordering platform provider integrated by Carpia, which currently includes Order Tiger, but may include other providers from time to time.
“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.
“Data Protection Laws” means all applicable UK data protection legislation, including UK GDPR and the Data Protection Act 2018.
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.
2.3 Delivery services are provided by Delivery Partners under their own terms. Carpia is not a delivery provider.
2.4 Nothing in these Terms creates a franchise, partnership, agency, or employment relationship.
3. Eligibility & 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.
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 or payment processing
Guarantee order volume, revenue, profitability, or growth
Control Technology Partner systems, pricing, uptime, or features
Control Delivery Partner availability, conduct, or pricing
5. Fees & Payment
5.1 Carpia charges a clear monthly fee, confirmed in writing prior to go‑live.
5.2 Fees may vary based on services selected and number of locations.
5.3 Carpia does not charge commission on orders.
5.4 Fees charged by Technology Partners, Delivery Partners, payment processors, or marketplaces are separate and outside Carpia’s control.
5.5 Invoices are payable within the timeframe stated. Carpia may suspend Services for overdue payments following reasonable notice.
6. Technology Partners
6.1 Carpia may facilitate your onboarding to a Technology Partner but does not control or operate the Direct Ordering Platform.
6.2 You are solely responsible for complying with the Technology Partner’s terms and policies.
6.3 Carpia is not liable for outages, errors, feature changes, or termination by a Technology Partner.
6A. Referral Tracking & Lead Attribution
6A.1 Carpia operates a relationship-led onboarding model and does not rely on automated or online referral tracking.
6A.2 For the purposes of these Terms, a restaurant shall be deemed a “Carpia-Referred Restaurant” where:
Carpia introduced the restaurant to a Technology Partner; or
Carpia led the commercial discussion and obtained confirmation to proceed with onboarding; or
The restaurant applied or onboarded via a Carpia-managed application, introduction, or sales process.
6A.3 Where a restaurant is deemed a Carpia-Referred Restaurant, Carpia shall remain the primary commercial point of contact and relationship manager for the duration of the Services, unless otherwise agreed in writing.
6A.4 You acknowledge that attribution is determined based on Carpia’s reasonable records, communications, and onboarding confirmations, and not by automated technical tracking.
7. Delivery Partners
7.1 Delivery Partners are independent contractors.
7.2 Carpia does not guarantee delivery times, acceptance rates, or courier behaviour.
7.3 Delivery‑related fees, cancellations, and wait‑time charges are governed by Delivery Partner terms.
8. Restaurant Responsibilities
You are responsible for:
Food preparation and quality
Menu accuracy and pricing
Order readiness and packaging
Customer service relating to food and preparation
Compliance with all applicable laws
9. Data Protection
You are responsible for:
Food preparation and quality
Menu accuracy and pricing
Order readiness and packaging
Customer service relating to food and preparation
Compliance with all applicable laws
10. Intellectual Property
10.1 All Carpia branding, documentation, and materials remain Carpia’s intellectual property.
10.2 You retain 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.
12. Warranties & Disclaimers
Services are provided on an “as‑is” basis. To the maximum extent permitted by law, Carpia disclaims all implied warranties.
13. Limitation of Liability
13.1 Nothing 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 12 months preceding the claim.
13.3 Carpia is not liable for indirect, consequential, or third‑party losses.
14. Suspension & Termination
14.1 Either party may terminate with 30 days’ written notice.
14.2 Carpia may suspend Services immediately in cases of material breach, misuse, or legal risk.
14.3 Outstanding fees remain payable on termination.
15. Fair Dealing & Dispute Resolution
Disputes should first be addressed through good‑faith discussions. If unresolved, parties agree to attempt mediation before court proceedings, unless urgent relief is required.
16. Changes to These Terms
Carpia may update these Terms with reasonable notice. Continued use constitutes acceptance.
17. Governing Law
These Terms are governed by the laws of England and Wales. Courts of England and Wales have exclusive jurisdiction.
Carpia
Operated by Side Alley Ltd
Contact: support@carpia.ai
