Terms of Service

1.Part A. Merchant terms: the agreement

By creating an account, clicking to accept, or using the Services, you agree to these terms and to the Privacy Policy, which explains how we handle personal information. If you accept on behalf of a business, you confirm that you have authority to bind it. If you do not agree, do not use the Services.

“Services” means the UKU software and services: the point-of-sale register apps, the dashboard at app.ukuos.com, online ordering pages, UKU Sites, marketing, loyalty and gift-card tools, inventory and team tools, the UKU assistant, the UKU connector for third-party AI apps, our APIs, and related support.

The Services are for business use only. They are offered to businesses based in the United States. You must be at least eighteen years old and able to form a binding contract to create an account.

2.Accounts, owners, admins and staff

Each business has one owner. The owner can add admins to the dashboard and staff to the register, and is the only person who can export the business’s data, cancel the plan or close the account.

• You are responsible for everything done under your account, by you, your admins, your staff, your registers and paired devices, and any app or AI tool you connect.
• Give each person their own sign-in or PIN, the role they need and no more, and remove access when someone leaves. Do not share passwords or PINs.
• Keep registers and paired devices physically secure. Unpair a lost or stolen device from the dashboard straight away.
• Tell us at [email protected] promptly if you believe your account, a device or an API key has been used without permission.
• Keep your account details, business details and contact email accurate. We send important notices there.

3.Your business, your staff and your customers

You run your business; UKU provides tools. You are responsible for:

• what you sell, your prices, descriptions, allergen and dietary information, age-restricted sales, refunds, returns and customer service;
• the sales tax and other taxes you configure, collect, report and pay. We calculate tax using the settings you choose; we do not give tax advice;
• your employment obligations to your staff, including wages, tips, breaks, scheduling and time-keeping laws. Scheduling and time-clock tools record what you enter; they are not legal advice;
• telling your customers how you use their information (your own privacy notice), and having a lawful basis for the data you enter or collect;
• any licences, permits and registrations your business needs.

Do not put sensitive information you do not need, such as card numbers, Social Security numbers or health information, into notes, item names or other free-text fields.

4.Fees and billing

Our fees are the ones published on our pricing page or shown in your dashboard when you take on a plan or feature. Until a price is published there, that part of the Services carries no UKU fee.

• Payment fees. Where a platform fee applies to card payments, it is taken from each payment through Stripe at the time of the payment, on top of Stripe’s own processing fees, which Stripe charges you under your agreement with Stripe.
• Refunds and disputes. How our platform fee is treated when a payment is refunded or disputed is stated on the pricing page. Stripe decides its own fees for refunds and disputes.
• Other fees. Usage-based items such as text messages, and hardware, are charged as published at the time.
• Taxes. Fees exclude taxes. You pay any sales, use or similar taxes on them, except taxes on our income.
• Changes. We will give you at least 30 days’ notice by email or in the dashboard before a new fee starts or a fee goes up. If you do not want the change, you can cancel before it takes effect.

Fees already paid are not refundable unless the law or the pricing page says otherwise.

5.Payment processing through Stripe

Card and online payments are processed by Stripe, Inc. and its affiliates (“Stripe”), not by UKU. To take payments you connect your own Stripe account to UKU. You contract with Stripe directly and must accept the Stripe Services Agreement, and, where Stripe applies it to your account, the Stripe Connected Account Agreement (together, the “Stripe terms”). Stripe may change the Stripe terms from time to time.

• UKU is not a bank, money transmitter or payment processor and never holds your funds. Payments settle into your Stripe balance.
• Payouts, reserves, holds and verification are decided by Stripe under the Stripe terms, including identity checks, payout timing, reserves and account restrictions or closures. We cannot override Stripe’s decisions.
• Chargebacks and disputes. You are responsible for disputes, chargebacks, refunds, reversals, fines and negative balances on your payments, including dispute fees Stripe charges. You can respond to disputes through the Services or through Stripe.
• Authorisation. You authorise UKU to access your Stripe account through Stripe’s platform tools to create payments, refunds, reader locations and the platform fee, and to read the payment, payout and dispute data the Services show you.
• Card data. Card numbers are entered only into Stripe’s readers and Stripe’s secure payment forms. UKU never receives or stores full card numbers or security codes. Do not write down or store card details yourself, for example for phone orders.
• Card network rules. You must follow the card network rules and the Stripe terms, including rules on surcharges, tips, refunds and receipts.
• Disconnecting. If you disconnect Stripe, or Stripe closes or restricts your account, you can no longer take card payments through UKU. Your Stripe account stays yours.

6.Hardware

Card readers, printers and other hardware are sold, not leased. Prices, shipping, the return window, warranty and the seller of each item are stated on our hardware page and at checkout, and those terms apply to your purchase. Manufacturer warranties pass through to you; apart from those terms, hardware is provided as is.

Card readers must be used only with the Stripe account and locations they are registered to. Keep the software on registers and readers up to date.

7.Availability and offline mode

We work to keep the Services available and fast, but they may be interrupted for maintenance, updates or causes outside our control, including outages at Stripe, internet or mobile carriers, couriers, marketplaces or other third parties. We do not promise any particular level of uptime unless we agree a service level with you in writing.

If the register loses its internet connection, it can keep taking cash and, where your settings allow, card payments up to the offline limit you choose. Offline card payments are sent to Stripe for approval once the register is back online and some may be declined then; you bear the risk of offline declines. Gift cards, house accounts, loyalty redemption and delivery orders are not available offline. Keep registers online whenever you can and let them sync before you sign out or reset a device.

8.The UKU assistant and AI features

The UKU assistant uses artificial intelligence to answer questions about your business and to make changes you ask for, such as editing your menu, building your website, drafting campaigns or preparing reports.

• Outputs can be wrong. AI can misunderstand a request, make mistakes or state things that are not true. Check what it tells you before you rely on it. It is not legal, tax, accounting or employment advice.
• You stay in control. Some changes take effect straight away and can be undone for a short time; others wait for you to confirm them in the dashboard; changes involving money or staff follow the approval limits you set. Review each confirmation before you approve it.
• Your instructions. Actions the assistant takes on your instruction, or within limits you have set, are actions taken on your behalf, and you are responsible for them as if you had made them yourself. UKU records what the assistant does, and when, in your account’s activity history.
• Your data and the model. To answer you, the assistant sends your message and the business data it looks up to our AI model provider, as described in the Privacy Policy. We do not use your business data or your customers’ data to train AI models.
• Do not use the assistant to create unlawful, deceptive, harassing or infringing content, or to try to get around its safeguards.

9.UKU Sites, online ordering and your content

“Your content” means the text, photos, logos, menus, prices and other material you or your team add to the Services, including your UKU Site and online ordering pages, and content the assistant produces at your request.

• You are responsible for your content, including its accuracy (prices, hours, allergens, promotions), and for having the rights to use it. You give UKU a non-exclusive, worldwide, royalty-free licence to host, copy, display, adapt and distribute your content only to provide and promote your use of the Services (for example, showing your site and menu to your customers).
• AI-generated content. Review content the assistant writes before you publish it. Similar requests may produce similar content for other businesses, and AI output may not be protected by copyright. As between you and UKU, you own the content generated for you, to the extent any rights exist in it.
• Custom domains. You may connect a domain you own or control. You stay responsible for registering, renewing and paying for it with your registrar and for keeping its DNS records pointed correctly. When your account closes, we disconnect the domain from the Services.
• Takedowns. We may remove or disable content, or take a site offline, if we reasonably believe it breaks these terms or the law, infringes someone’s rights, or puts people at risk. We will tell you why when we can, unless the law or safety prevents it. Report content that infringes your rights or breaks these terms to [email protected].

10.Text and email marketing

When you send texts or emails to your customers through UKU, you are the sender and you are responsible for following the laws and rules that apply, including the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, state telemarketing and messaging laws, carrier and industry rules (including the CTIA guidelines), and US carrier registration (10DLC).

• Send marketing texts only to people who gave you their prior express written consent, captured through a UKU opt-in or another record you can produce on request. Consent cannot be a condition of purchase.
• Honour opt-outs. UKU stops texts after a STOP reply and emails after an unsubscribe; do not re-add people who opted out.
• Identify your business in every message and keep your business address accurate: it appears in the footer of your marketing email.
• Do not send messages that are deceptive, unlawful, about prohibited products, or bought or rented lists.

Carrier registration. To send marketing texts, your business must be registered with US carriers as its own brand. You agree to give us accurate information (including your legal business name and tax ID) and authorise UKU to submit it on your behalf to our messaging provider, The Campaign Registry and the carriers. Marketing texts stay off until the registration is approved.

UKU’s safeguards, such as consent capture, quiet hours, daily limits and automatic opt-out handling, help you comply but do not guarantee it. We may pause or stop your messaging if we receive complaints, if a carrier or provider requires it, or if we believe it breaks these terms or the law. Receipts and order updates are sent to the contact details a customer gives for that purpose.

11.Loyalty programmes, gift cards and promotions you run

Your loyalty programme, gift cards, discounts and promotions are yours: you issue them, set their rules and honour them, and UKU provides the tools to run them. You are responsible for following the laws that apply to them, including gift card laws on expiry dates, fees, cash redemption and unclaimed property, and for any extra terms you give your customers. Part B below sets out baseline terms for your guests; your own terms may add to them where the law allows.

12.Delivery couriers and marketplaces

If you send orders for delivery through a courier service (such as DoorDash Drive or Uber Direct) or receive marketplace orders through a connected service, those services are provided by third parties. Courier fees are charged as shown when you request the delivery. The courier service is responsible for its couriers; your agreements with any marketplace you sell on still apply between you and that marketplace.

13.Acceptable use and prohibited businesses

You may not use the Services:

• for a business, product or service that is illegal where you operate or sell, or that Stripe prohibits or restricts under its prohibited and restricted businesses list without Stripe’s approval;
• to sell counterfeit, stolen or infringing goods, or to misrepresent what you sell (including the authenticity or condition of collectibles);
• to sell age-restricted products without the licences required and the age checks the law requires;
• to send spam, or to message people who have not consented or have opted out;
• to collect or store card data, government ID numbers or health information outside the fields designed for them;
• to infringe intellectual property or privacy rights, or to publish content that is unlawful, defamatory, hateful, sexually explicit or harassing;
• to probe, scan or test the security of the Services, interfere with them, overload them, get around limits, or access another merchant’s data;
• to copy, resell or reverse-engineer the Services, or scrape them, except through our published APIs and as they allow;
• with false identity or business information, or to help anyone else do any of the above.

14.Your data

“Merchant data” means the data you and your team put into the Services or collect through them, including information about your customers and staff. You own your merchant data. You give UKU the rights we need to host, process and display it to provide, secure, support and improve the Services, and to comply with the law.

For personal information about your customers and staff, UKU acts as your service provider (or processor). We:

• process it only to provide the Services to you, on your instructions (these terms, your settings and your requests), or as the law requires;
• do not sell it or share it for cross-context behavioural advertising, and do not use it for our own marketing;
• do not combine it with personal information from other sources except as the law allows service providers to;
• make sure our staff and contractors who access it are bound by confidentiality;
• use the service providers listed on our subprocessors page under written terms at least as protective, and update that page before adding a new one;
• help you answer requests from your customers and staff to access, correct or delete their information;
• protect it with reasonable security and tell you without undue delay if we confirm a security incident affecting it;
• delete or de-identify it when your account is closed, except records the law requires us to keep (see below).

We may use information about how the Services are used, and de-identified or aggregated data that does not identify you, your customers or your staff, to operate and improve the Services. We will not try to re-identify it.

If you send us feedback or ideas, we may use them without any obligation to you.

15.Data export, cancellation and account closure

Export. The owner can export the business’s data at any time from Settings, Data & privacy in the dashboard, as a zip file of spreadsheets (CSV). Each export can be downloaded for 7 days. Passwords, PINs, keys and tokens are left out.

Cancel. The owner can cancel the plan at any time from the same page, with no cancellation fee. Cancelling starts an export automatically.

Close the account. The owner can also ask us to close the account from the same page. Our team then erases your customers’ and staff’s personal information, disconnects your registers, apps and domains, and deactivates your online pages. Sales, payment and tax records are kept, stripped of personal information, for 7 years because the law requires it, then purged. Closing the account is permanent, so export first. See Account deletion for the full details.

16.Test mode

Test mode lets you practise with simulated payments, messages and deliveries. Nothing in test mode moves real money or reaches real customers. Do not enter real customer details in test mode.

17.Third-party services

The Services work with services run by other companies, such as Stripe, Google, couriers, marketplaces and AI apps. Your use of them is governed by their terms. UKU is not responsible for third-party services, and may stop supporting one if it changes, becomes unavailable or puts the Services at risk.

18.Our intellectual property

UKU and its licensors own the Services, including the software, designs, templates and the UKU name and logo. Subject to these terms, we give you a limited, non-exclusive, non-transferable right to use the Services for your business while your account is active. We reserve all rights not expressly granted.

19.Confidentiality and security

Each of us will protect the other’s non-public information with reasonable care and use it only for this agreement, except information that is public, already known, independently developed or required to be disclosed by law. We protect the Services and your data with reasonable administrative, technical and physical safeguards; you are responsible for securing your devices, accounts and network.

20.Suspension and termination

You may stop using the Services and cancel at any time.

We may suspend or limit your account, a feature (for example messaging or payments) or a site, with notice where practical, if: you break these terms or the law; your use creates risk for customers, other merchants or us; Stripe or another provider requires it; a payment owed to us fails after notice; or we are required to by law. We will restore access once the issue is resolved where we can.

We may end these terms or a feature for any reason with at least 30 days’ notice, or immediately for a serious or repeated breach. When the agreement ends, your right to use the Services ends; you can still export your data until the account is closed and processed. Sections that by their nature should survive (fees owed, data, disclaimers, liability, indemnity, disputes and general terms) survive.

21.Disclaimers

TO THE FULLEST EXTENT THE LAW ALLOWS, THE SERVICES, HARDWARE (APART FROM ITS STATED WARRANTY), AI OUTPUTS AND THIRD-PARTY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT AI OUTPUTS WILL BE ACCURATE, OR THAT USING THE SERVICES WILL MAKE YOUR BUSINESS COMPLY WITH ANY LAW.

22.Limitation of liability

TO THE FULLEST EXTENT THE LAW ALLOWS: (A) NEITHER UKU NOR ITS AFFILIATES, SUPPLIERS OR PERSONNEL WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, SALES, DATA OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (B) UKU’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF THE FEES YOU PAID UKU IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND ONE HUNDRED US DOLLARS.

These limits apply to every theory of liability and even if a remedy fails of its essential purpose. They do not limit liability that cannot be limited by law, or your obligations to pay fees or under the indemnity below.

23.Indemnity

You will defend and indemnify UKU, its affiliates and personnel against claims, losses, fines and costs (including reasonable legal fees) arising from: your business and the products and services you sell; your content; your messages to customers; your staff and connected apps; disputes between you and your customers, staff or suppliers, including chargebacks; or your breach of these terms or the law. We will tell you promptly about a claim, let you control its defence (you may not settle it in a way that admits fault for us without our consent), and cooperate at your expense.

24.Dispute resolution, arbitration and class-action waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED BY INDIVIDUAL ARBITRATION AND WAIVES THE RIGHT TO A JURY TRIAL AND TO TAKE PART IN A CLASS ACTION, UNLESS YOU OPT OUT.

• Talk to us first. Before starting a claim, send a written description of the dispute and the relief you want to [email protected]. We will try in good faith to resolve it with you for sixty days.
• Binding arbitration. If we cannot, any dispute arising out of or relating to these terms or the Services will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (or, for a guest under Part B, its Consumer Arbitration Rules), before one arbitrator. The Federal Arbitration Act governs this section. The arbitration takes place in California or by video, unless the parties agree otherwise.
• Exceptions. Either of us may bring an individual claim in small-claims court, and either of us may ask a court for an injunction to protect intellectual property or to stop unauthorised use of the Services.
• Class-action and jury waiver. Claims may be brought only individually, not as a plaintiff or class member in any class, collective or representative proceeding, and the arbitrator may not consolidate claims. Each of us waives the right to a jury trial. If this waiver is found unenforceable for a claim, that claim goes to court, not to class arbitration.
• Opt out. You can opt out of arbitration by emailing [email protected] within 30 days of first accepting these terms, with your name, business name and account email and a statement that you opt out of arbitration. Opting out does not affect the rest of these terms.

25.Governing law and courts

These terms are governed by the laws of the State of California and applicable US federal law, without regard to conflict-of-law rules. Any claim not subject to arbitration will be brought only in the state or federal courts located in California, and each of us consents to their jurisdiction, except that a guest under Part B may also sue in their home county where the law gives them that right.

26.Changes to these terms

We may update these terms. For a material change, we will tell you by email or in the dashboard at least 30 days before it takes effect, unless the change is required by law or needed to address a security risk, in which case it may take effect sooner. The “last updated” date at the top shows the current version. If you keep using the Services after a change takes effect, you accept it; if you do not agree, you can cancel before then. Changes do not apply to disputes already notified.

27.Notices and contact

We send notices to your account owner’s email or in the dashboard. You agree that notices and agreements sent electronically satisfy any requirement that they be in writing. Send legal notices to NG8 Group LLC, [Company address], with a copy to [email protected]. Support: [email protected]. Privacy: [email protected]. Abuse reports: [email protected].

28.General

• Entire agreement. These terms, the Privacy Policy and any terms shown when you take on a plan, feature or hardware purchase are the whole agreement between us about the Services. If they conflict, the specific feature or purchase terms win for that feature, then these terms.
• Assignment. You may not transfer these terms without our consent. We may transfer them to an affiliate or as part of a merger, acquisition or sale of assets.
• Force majeure. Neither of us is liable for delays or failures caused by events beyond reasonable control, such as outages of networks or providers, natural disasters, war or government action.
• Relationship. We are independent contractors. Nothing here creates a partnership, franchise, joint venture or employment relationship.
• Severability and waiver. If part of these terms is unenforceable, the rest stays in effect. Not enforcing a right is not a waiver of it.
• Sanctions and export. You may not use the Services in violation of US export controls or sanctions, or if you are a sanctioned person.
• No third-party beneficiaries, except as Part B states for guests.

29.Part B. Terms for guests and customers

This part applies to you if you order, pay, collect loyalty points, buy or use a gift card, or receive messages from a business that uses UKU (the “business”). By using those pages or features you agree to this part.

• You buy from the business, not from UKU. The business sets its prices, prepares and delivers what you order and is responsible for its products, allergen information, refunds and customer service. Contact the business first about an order. UKU provides the ordering pages and tools.
• Payments are processed by Stripe for the business. Card details go straight to Stripe and are not stored by UKU or the business.
• Delivery may be carried out by a third-party courier, such as DoorDash Drive or Uber Direct, which receives your name, phone number and address to deliver the order.
• Your information is handled by the business and by UKU as its service provider, as explained in our Privacy Policy. To delete your information, see Account deletion.