This Café Partner Agreement ("Agreement") is between Queshot Pty Ltd (ACN 699 051 744, ABN 12 699 051 744) ("Queshot", "we", "us") and the business that registers a café on Queshot ("you", "the Café"). By registering a café, ticking "I agree", or listing on or accepting orders through Queshot, you agree to this Agreement. If you are agreeing on behalf of a business, you confirm you are authorised to bind it.
Café Content means your business name, logo, menu, item descriptions, pricing, photos and hours. Customer means a person who orders through Queshot. Fees means the commission and subscription fees in clause 8. Platform means the Queshot app, café dashboard and related services. Stripe means Stripe Payments Australia Pty Ltd. Other terms have the meaning given to them in the body of this Agreement.
technology platform and your agent for collecting payment** — we are not the seller, producer or supplier of your items, and we do not take title to them.
Australian Consumer Law, and for the quality, safety, accuracy and description of those items.
between us, except that you appoint us as your limited agent to collect payment and (where applicable) issue tax invoices and recipient-created tax invoices on your behalf as described in clause 11.
We grant you a non-exclusive, non-transferable, revocable licence to access and use the Platform to list your café, receive and manage orders, and access your dashboard, for the term of this Agreement. You grant us a non-exclusive, revocable licence to use your Café Content solely to operate, display and promote your café on the Platform; this licence ends when this Agreement ends (we may retain copies in backups for a reasonable period and may keep de-identified or aggregated data as described in clause 16).
This Agreement starts when you register and continues until terminated under clause 20. Pro and Premium plans include a 30-day free trial (once per café). Before a trial converts to a paid plan, we will give you notice; you may cancel before the trial ends at no cost. After conversion, the plan fee applies for each billing period until you change or cancel your plan.
You will provide accurate Café Content and complete identity and payment onboarding with Stripe (Stripe Connect Express). You must accept the Stripe Connected Account Agreement before you can take payments; Stripe's terms govern Stripe's services, and you are responsible for complying with them, including Stripe's list of prohibited and restricted businesses. We may verify your details and may delay or decline activation where onboarding or verification is incomplete.
You will:
information** is correct;
(and at least as quickly as comparable in-store orders);
Standards Code**, food safety, health and licensing requirements;
We will make the Platform available with reasonable care and skill and provide reasonable support. We may modify, add or remove Platform features, and may carry out maintenance; where a change materially reduces the core functionality you rely on, we will give you reasonable notice. We do not warrant the Platform will be uninterrupted or error-free, subject to the consumer guarantees that apply to us under clause 19.
analytics.
tools and advanced analytics.
will provide a tax invoice. (If Queshot is not yet registered for GST, no GST is charged on our Fees; we will notify you before that changes.)
billed each billing period.
will give you at least 30 days' written notice, and you may cancel the affected plan or this Agreement without penalty before the change takes effect. Your continued use after the effective date means you accept the change.
flow (a hold is placed when the order is made and captured when you accept it).
applicable Fees** and any amounts properly deducted under clause 10.
for example, to cover a confirmed refund, chargeback or fraud relating to that amount — and we will tell you the reason and the amount, and release it promptly once resolved. We will not withhold payouts generally or without a stated, legitimate reason.
example, an incorrect, missing, unsafe or not-as-described order, or your failure to fulfil an accepted order. We are responsible for matters within our control (such as a Platform error on our side).
Stripe balance, limited to the amount actually refunded or charged back plus any directly associated fee imposed on us, with notice to you.
process in clause 22. We will not treat your acceptance of a payout statement as agreement that you are responsible for a disputed amount unless you have had a fair opportunity to dispute it.
final decision on whether, and how much, to refund a Customer through the Platform. The cost of that refund is then allocated between you and Queshot under this clause 10. Queshot will act reasonably and will not allocate a refund cost to you for matters outside your control; if you believe a cost allocation is wrong, you may dispute the allocation** (not the refund already given to the Customer) under clause 22.
You warrant that the ABN and GST-registration status you give us are correct and that you will tell us if they change. You appoint Queshot as your agent to issue tax invoices (and, where you and we are both registered for GST and agree in writing, recipient-created tax invoices) to Customers and to you on your behalf for the items you sell, showing your ABN. Where we issue recipient-created tax invoices, you agree not to issue tax invoices for those supplies, and each of us must notify the other if we cease to be registered for GST. You are responsible for your own tax obligations on your sales.
Plan features — including Kerbside, geofencing/auto-order, loyalty, marketing tools and analytics — are enabled according to your plan tier and are managed by us; they are not separately self-editable. Upgrading or downgrading your plan changes the features available to you from the start of the applicable billing period.
You may run promotions through the tools available on your plan. Any promotion you offer is your offer to Customers and must be lawful, accurate and honoured by you. Where we run platform-wide marketing that features your café, we will do so reasonably and consistently with this Agreement.
Each party warrants that it has the authority to enter into this Agreement and will comply with applicable laws. You warrant that your Café Content is accurate and does not infringe any third party's rights, and that you hold the rights and approvals needed to sell your items.
Each party retains ownership of its own intellectual property. You licence your Café Content to us only as set out in clause 3. We own the Platform and our branding; you must not copy, modify, reverse-engineer or create derivative works of the Platform except as permitted by law.
Privacy Principles. You must do the same for any Customer personal information you receive through the Platform, and use it only to fulfil orders and meet your legal obligations — not for your own unrelated marketing without the Customer's consent.
Platform; this data does not identify you or your Customers.
Each party (the indemnifying party) will indemnify the other for loss the other reasonably incurs to the extent it is caused by the indemnifying party's breach of this Agreement, negligence, or unlawful or wrongful act. In your case this includes claims arising from your items (including food safety and allergens), your Café Content, and your breach of clause 6. Neither party is liable to indemnify the other for loss to the extent the other caused or could reasonably have avoided it. Each party must take reasonable steps to mitigate its loss.
Subject to clause 19 and the rights that cannot be excluded under the Australian Consumer Law, and to the maximum extent permitted by law:
revenue, goodwill or data; and
limited to the total Fees paid or payable under this Agreement in the 12 months before the event giving rise to the liability.
These limits do not apply to your indemnity for food safety/allergen claims, to either party's liability for fraud or wilful misconduct, or to amounts payable under clauses 9–11.
Where you acquire services from us as a "consumer" under the Australian Consumer Law, those services come with guarantees that cannot be excluded. Nothing in this Agreement excludes, restricts or modifies those guarantees or any other right or remedy that cannot lawfully be excluded; where we are permitted to limit our liability for breach of such a guarantee, our liability is limited (at our option) to re-supplying the services or paying the cost of having them re-supplied.
Agreement (including food-safety or fulfilment failures), fraud, unlawful conduct, or a risk to Customers, us or the Platform. Where practicable we will give you notice and a reasonable opportunity to fix the problem before suspending or terminating; where the risk is serious or urgent we may act immediately and tell you why.
remedy within a reasonable time after notice.
On termination: your listing is removed and your licence to use the Platform ends; we will make a final payout of amounts owed to you (less amounts properly deducted) on the next normal cycle; you can request an export of your data for a reasonable period; and clauses that by their nature should survive (including 10, 11, 15–19, 22, 23) survive.
If a dispute arises, the parties will first try to resolve it in good faith by discussion (contact [email protected]). If it is not resolved within a reasonable time, either party may pursue its rights, including through the courts. This clause does not prevent either party from seeking urgent interlocutory relief.
the non-exclusive jurisdiction of its courts.
your obligations or costs), and you may terminate without penalty before the change takes effect; continued use after the effective date is acceptance.
withheld), except we may assign or novate to a related body corporate or in connection with a sale of our business where your rights are not adversely affected.
beyond its reasonable control.
agreement between the parties about its subject matter; if a term is unenforceable it is severed; a failure to enforce a term is not a waiver. This clause does not exclude liability for misleading or deceptive conduct.
Contact: [email protected]