Updated February 4, 2026
This OUTRCH Main Services Agreement (the “Agreement”) is entered into between OUTRCH and the client identified in the Order Form (the “Client”) and is effective on the later of the signature dates on that Order Form (the “Effective Date”). The Order Form, this Agreement, the Data Processing Addendum and any applicable product-specific terms together form the complete agreement between the parties.
011. Definitions
022. Provision of the Services
OUTRCH will provide the Services in accordance with this Agreement and with reasonable skill and care. OUTRCH grants the Client a non-exclusive, non-transferable right to use the Services during the term for its internal business purposes at the venues listed in the Order Form.
Onboarding, configuration and training are provided as part of the Services at no separate charge.
033. Client obligations
044. Client Data
The Client owns all Client Data. OUTRCH processes Client Data solely to provide the Services, to comply with law, and as instructed by the Client. OUTRCH does not sell Client Data and does not use it to market to the Client’s guests on OUTRCH’s own behalf.
OUTRCH may use aggregated and de-identified data that does not identify the Client or any individual to operate, secure and improve the Services.
The Client may export Client Data at any time during the term and for at least thirty (30) days after termination.
055. Fees
OUTRCH’s only compensation under the Agreement is (a) a fixed fee per eligible guest and (b) a commission on the amount paid. The exact amounts are stated only in the signed agreement or Order Form. There is no subscription, licence, setup, implementation, add-on, annual, recurring, prepaid, per-message or renewal-rate charge of any kind, and no other OUTRCH fee applies.
Invoicing frequency, currency and payment method are as set out in the Order Form. Amounts are calculated from the platform’s reporting, which OUTRCH makes available to the Client. Where the Client disputes an amount in good faith, the parties will resolve it from the underlying reporting before payment of the disputed portion falls due.
Any change to the per-guest fee or the commission requires a written amendment or a new Order Form signed by both parties. No unilateral notice, deemed acceptance or automatic percentage increase applies.
Taxes and charges imposed by a government authority or by a third-party provider are paid directly to that authority or provider and are not OUTRCH compensation.
066. Term and termination
The duration of the Agreement, any extension and the rights of each party to terminate are only as stated in the applicable signed agreement or Order Form. There is no default fixed term and no automatic continuation.
Either party may terminate this Agreement for material breach that remains uncured thirty (30) days after written notice, or immediately if the other party becomes insolvent. On termination the Client’s access ends, accrued amounts remain payable, and the export right in section 4 applies.
077. Confidentiality
Each party will keep the other’s confidential information confidential, use it only for the purposes of this Agreement, and protect it with at least reasonable care. The obligation does not apply to information that is public through no fault of the recipient, was already known, is independently developed, or must be disclosed by law.
088. Data protection and security
The Data Processing Addendum applies to personal data processed by OUTRCH on the Client’s behalf and forms part of this Agreement. OUTRCH maintains an information security programme with administrative, technical and physical safeguards appropriate to the data processed and notifies the Client without undue delay of any personal data breach affecting Client Data.
099. Intellectual property
OUTRCH and its licensors retain all rights in the Services and the OUTRCH brand. The Client retains all rights in the Client Data and its own brand. Nothing in this Agreement transfers ownership of either party’s intellectual property.
1010. Warranties
Each party warrants that it has the authority to enter into this Agreement and will comply with laws applicable to its performance. OUTRCH warrants that the Services will perform materially as described in the documentation. Except as expressly stated, the Services are provided “as is” and all other warranties are disclaimed to the extent permitted by law.
1111. Indemnification
OUTRCH will defend and indemnify the Client against third-party claims that the Services infringe intellectual property rights. The Client will defend and indemnify OUTRCH against third-party claims arising from the Client Data or the Client’s venue operations. Each indemnity is conditional on prompt notice, cooperation and control of the defence.
1212. Limitation of liability
Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits or lost data. Each party’s total aggregate liability under this Agreement is limited to the amounts paid or payable by the Client to OUTRCH in the twelve (12) months before the event giving rise to the claim. These limits do not apply to liability that cannot be limited under applicable law, or to a party’s indemnity obligations.
1313. General
The Agreement is governed by the governing law stated in the applicable signed agreement or Order Form and, in the absence of such a term, by applicable law. Disputes are resolved through the mechanism and venue stated in that signed agreement, or otherwise before the courts that have jurisdiction under applicable law.
Neither party may assign this Agreement without the other’s written consent, except to a successor of all or substantially all of its business. Notices are given in writing by email to the addresses in the Order Form or, for OUTRCH, to info@outrch.net. If any provision is unenforceable, the remainder stays in effect. Provisions that by their nature should survive, survive termination or expiration.
OUTRCH is an independent company and is not affiliated with any delivery marketplace.
1414. Contact
General, commercial, legal and support enquiries: info@outrch.net.
Privacy enquiries, data subject requests and EU/UK representative requests: info@outrch.net.