Terms & Conditions
Last updated: 6 September 2026
These terms are a legally binding agreement between Counterpass Ltd (company number 17432716, registered office 71-75 Shelton Street, Covent Garden, London WC2H 9JQ) (“Counterpass”, “we”, “us”) and the business that registers for a Counterpass account (the “Venue”, “you”). By creating an account, ticking the acceptance box at sign-up, or using the Service, you agree to these terms, including the Data Processing Addendum in Schedule 1. If you do not agree, do not use the Service.
The Service is for businesses only. By accepting these terms you confirm that you are acting in the course of a business and that the person accepting has authority to bind the Venue.
1. Definitions
In these terms:
| Term | Meaning |
|---|---|
| Service | The Counterpass software platform, including the Venue dashboard, the customer-facing ordering pages, QR codes, notifications, and any related support, as described at counterpass.co.uk and updated from time to time. |
| Subscription | Your paid right to use the Service for the Term you select at checkout (monthly, annual or three-year). |
| Fees | The subscription charges set out in clause 5, exclusive of VAT. |
| Term | The subscription period you select: one month, one year, or three years, and each renewal period of the same length. |
| Customer | A member of the public who places an order through your ordering page. |
| Customer Payment | A payment made by a Customer for an order, processed through your own Stripe account under clause 7. |
| Venue Content | Everything you upload or enter into the Service: menu items, prices, descriptions, allergen information, images, branding, opening hours and settings. |
| Customer Data | Personal data relating to Customers that we process on your behalf (defined further in Schedule 1). |
| Stripe | Stripe Payments UK Ltd and its affiliates, which provide the payment infrastructure used by the Service. |
| Business Day | A day other than a Saturday, Sunday or public holiday in England. |
2. The Service
2.1 Counterpass provides an online table-ordering service. Customers scan a QR code at your premises, view your menu, place an order and pay. You receive the order on your dashboard in real time and fulfil it yourself.
2.2 We grant you a non-exclusive, non-transferable right to use the Service during the Term for your own business operations at the premises registered on your account. Each account covers one venue; additional premises require additional accounts unless we agree otherwise in writing.
2.3 The Service is a tool that transmits orders and facilitates payment. We are not a party to any sale between you and your Customers. You are the seller of every product ordered through the Service, and you are responsible for fulfilling, cancelling and refunding orders.
2.4 We may improve, add to, or change the features of the Service at any time. We will not materially reduce the core functionality you have paid for during a prepaid Term without offering you the right to terminate under clause 18.3.
3. Your account
3.1 You must provide accurate business details when you register and keep them up to date, including your legal business name, trading address and contact email.
3.2 You are responsible for everything done through your account. Keep your login credentials and your dashboard manager code confidential, and do not share a single login between staff where the Service offers separate access. Tell us immediately at support@counterpass.co.uk if you believe your account has been compromised.
3.3 You must be at least 18 years old and, if you are an individual, entitled to run the business you register.
3.4 We may refuse, suspend or close an account that we reasonably believe has been registered with false details, is being used in breach of these terms, or presents a security or fraud risk.
4. Payment infrastructure and Stripe onboarding
4.1 To accept Customer Payments you must complete onboarding with Stripe and connect a Stripe account to the Service. You will be required to accept Stripe's Connected Account Agreement and Stripe Services Agreement directly with Stripe. Those agreements govern your relationship with Stripe; we are not responsible for Stripe's decisions about your account, including verification, holds, reserves or closure.
4.2 Until Stripe onboarding is complete, your ordering page cannot accept payments. Subscription Fees remain payable from the date your Subscription starts regardless of the status of your Stripe onboarding.
4.3 Stripe's processing fees on Customer Payments are charged by Stripe to your Stripe account in accordance with your agreement with Stripe. Counterpass does not add a per-order fee, commission or platform charge to Customer Payments.
5. Fees and payment
5.1 The Service is sold as a single subscription with three payment options. The current Fees are:
| Payment option | Fee (exclusive of VAT) | Billed |
|---|---|---|
| Monthly | £50 | In advance, every month |
| Annual | £500 | In advance, every 12 months |
| Three-year | £1,000 | In advance, every 36 months |
5.2 Fees are charged in advance for the whole Term selected. Payment is by card through Stripe Billing, and you authorise us to charge your card automatically at the start of each Term and each renewal.
5.3 All Fees are stated exclusive of VAT. If we become VAT-registered, VAT will be added at the prevailing rate from that date and shown on your invoice. You are responsible for any other taxes arising from your use of the Service.
5.4 If a payment fails we will retry it and notify you by email. If the Fees remain unpaid 14 days after the due date we may suspend your access to the Service, including your ordering page, until payment is received. Suspension does not shorten the Term or reduce the Fees due.
5.5 We may change the Fees for any renewal Term by giving you at least 30 days' written notice before the renewal date. Fee changes never apply during a Term you have already paid for. If you do not accept a change you may turn off renewal before the renewal date (clause 6.3).
5.6 We may agree in writing to different Fees, a trial period, or introductory pricing for a particular Venue. Any such arrangement is subject to these terms in all other respects.
5.7 You can view invoices, update your card and manage your Subscription through the billing portal in your dashboard.
6. Term, renewal and cancellation
6.1 Your Subscription starts on the date of your first successful payment and continues for the Term selected.
6.2 Automatic renewal. At the end of each Term your Subscription renews automatically for a further Term of the same length at the Fees then current, unless you have turned off renewal before the renewal date. For annual and three-year Subscriptions we will email you a reminder at least 30 days before the renewal date.
6.3 How to cancel. You may turn off renewal at any time through the billing portal or by emailing support@counterpass.co.uk. Cancellation takes effect at the end of the current Term; your access continues until then.
6.4 Prepaid Terms are non-refundable. Fees for annual and three-year Terms are paid for the full period and are not refundable, in whole or in part, if you cancel, stop using the Service, or close your business before the Term ends, except where clause 15.1, 18.3 or 16.3 applies or the law requires otherwise.
6.5 Monthly Fees are likewise non-refundable for the month in which you cancel, and no refund is given for partial months.
6.6 You may change your payment option at any time through the billing portal. Changes take effect at your next renewal date; no charge or credit is made mid-Term.
7. Customer Payments, refunds and disputes
7.1 All Customer Payments are made to your Stripe account. You are the merchant of record for every Customer Payment, and your name (not ours) is what the Customer sees on their bank or card statement, subject to your Stripe settings.
7.2 Counterpass never holds Customer funds. Payouts from your Stripe account to your bank account are made by Stripe under your agreement with Stripe.
7.3 Refunds to Customers are your responsibility. You decide whether to refund an order and in what amount, and you issue the refund from your Stripe dashboard (or through the Service where that feature is offered). You must honour Customers' statutory rights and any refund promises you make.
7.4 Chargebacks and disputes. If a Customer disputes a payment, Stripe will handle the dispute under your agreement with Stripe. You are liable for the disputed amount, any dispute fee, and for providing evidence. We will give you reasonable assistance with order records held in the Service.
7.5 Late orders. If you do not accept an order within five minutes of receiving it, the Service will flag it on your dashboard and may tell the Customer that their order is delayed. It is your responsibility to accept, cancel or refund the order promptly. Keep your dashboard attended during service.
7.6 Where Stripe places a hold, reserve or restriction on your account, or closes it, Customer Payments through the Service may be interrupted. That is a matter between you and Stripe and does not affect your obligation to pay the Fees.
8. Your responsibilities as seller
8.1 You are solely responsible for the products you sell, the accuracy of your menu, and your compliance with all laws that apply to your business. In particular you must:
- (a) ensure that prices, descriptions and availability shown on your ordering page are accurate and kept up to date, and honour the price shown at the time a Customer orders;
- (b) provide complete and accurate allergen information for every item as required by the Food Information Regulations 2014 (including the requirements commonly known as Natasha's Law), and update it whenever a recipe or supplier changes. The Service provides fields to display this information; the content is yours and we do not check it;
- (c) comply with food hygiene, food safety and labelling law and hold any registrations or ratings required;
- (d) in respect of alcohol and other age-restricted products: hold the licence required to sell them, sell them only as the licence permits, and verify the age of the Customer at handover. The Service does not verify age. You are the seller of record for every age-restricted sale and bear full responsibility for it;
- (e) comply with consumer-protection law in your dealings with Customers, including the Consumer Rights Act 2015, and provide any pre-contract information the law requires;
- (f) handle Customer complaints, cancellations and refunds promptly and fairly;
- (g) hold appropriate insurance, including public and product liability cover, for your business.
8.2 You may ask us to link your own customer terms from your ordering page. Whether or not you do, your ordering page will display the notice in Schedule 3 identifying you as the seller.
8.3 You must not use the Service to sell anything that is illegal, that Stripe prohibits under its Restricted Businesses list, or that you are not licensed to sell.
8.4 You will indemnify us against any claim, loss, fine, or cost (including reasonable legal fees) arising from your products, your Venue Content, your dealings with Customers, your breach of clause 8, or any dispute or chargeback under clause 7.
9. Venue Content and QR codes
9.1 You retain ownership of your Venue Content. You grant us a licence to host, copy, display and transmit it as needed to provide the Service to you and your Customers, and to make backups.
9.2 You warrant that you own or have permission to use all Venue Content, including menu images and logos, and that it does not infringe anyone else's rights or contain anything unlawful.
9.3 QR codes generated by the Service are for use at your registered premises only. You are responsible for printing, placing and replacing them. Treat a QR code as you would a till: if a code is tampered with or replaced by a third party, tell us immediately and replace the printed codes.
10. Acceptable use
10.1 You must not, and must not allow anyone else to:
- (a) use the Service in any way that is unlawful, fraudulent, or harmful to us, Stripe, or any Customer;
- (b) attempt to gain unauthorised access to the Service, other venues' data, or the systems it runs on, or interfere with its security or performance;
- (c) copy, modify, reverse-engineer, or create derivative works of the Service, or resell or sub-license it;
- (d) use automated means to place orders, scrape the Service, or overload it;
- (e) use the Service to send unsolicited marketing to Customers in breach of PECR or UK GDPR;
- (f) upload malicious code or content that is defamatory, obscene, or infringes third-party rights.
10.2 We may remove content and suspend or terminate access where we reasonably believe this clause has been breached (clause 16).
11. Availability, support and changes
11.1 We aim to keep the Service available at all times but do not guarantee uninterrupted or error-free operation. The Service depends on third-party providers (including Stripe, our hosting and database providers) and on your own internet connection and devices, none of which we control.
11.2 We will use reasonable endeavours to schedule planned maintenance outside typical service hours and to give notice of it in the dashboard where practicable.
11.3 Support is provided by email at support@counterpass.co.uk on Business Days. We will respond within one Business Day and aim to resolve issues promptly, but response times are targets, not guarantees.
11.4 You should keep a fallback method of taking orders (for example, staff taking orders at the table) for use during any interruption. We are not liable for lost sales during downtime beyond the remedy in clause 15.
11.5 The Service is provided as a web application. You are responsible for using a supported, up-to-date browser and device.
12. Data protection
12.1 Each party will comply with the UK GDPR and the Data Protection Act 2018 in relation to personal data processed under these terms.
12.2 Your account and billing data. We are the controller of personal data about you, your staff and your business that we collect to provide and bill the Service. Our Privacy Policy at counterpass.co.uk/privacy explains how we use it.
12.3 Customer Data. You are the controller of personal data about your Customers collected through your ordering page, and we process it on your behalf as your processor. The Data Processing Addendum in Schedule 1 forms part of these terms and applies to that processing.
12.4 You are responsible for providing Customers with your own privacy information as controller. The ordering page links to our Privacy Policy, which explains our role as processor and directs Customers to you for questions about their order data.
12.5 Data-protection questions, requests and complaints should be sent to privacy@counterpass.co.uk. We acknowledge complaints within five working days and respond in full within one month.
12.6 You must not use Customer Data for marketing unless you have a lawful basis to do so, and you must not export it from the Service except for your own lawful business purposes.
13. Intellectual property
13.1 The Service, its software, design, the Counterpass name and logo, and all related intellectual property belong to Counterpass Ltd or its licensors. Nothing in these terms transfers any of it to you.
13.2 You may use the Counterpass name and logo only as they appear within the Service (for example, the “Powered by Counterpass” mark on your ordering page). Any other use requires our written consent.
13.3 If you give us feedback or suggestions, we may use them without obligation to you.
13.4 We may identify you as a Counterpass customer, using your trading name and logo, in our marketing unless you ask us not to.
14. Confidentiality
14.1 Each party will keep the other's confidential information confidential and use it only for the purposes of these terms. Confidential information does not include information that is public, already known to the recipient, or independently developed. Either party may disclose confidential information where required by law.
15. Liability
15.1 Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.
15.2 Subject to clause 15.1, we are not liable for: loss of sales, revenue, profit or business; loss of goodwill; loss or corruption of data (except as provided in Schedule 1); business interruption; any indirect or consequential loss; or any loss arising from your products, your Venue Content, Customer Payments, disputes or chargebacks, or the acts or omissions of Stripe or any Customer.
15.3 Subject to clauses 15.1 and 15.2, our total liability to you arising out of or in connection with these terms in any 12-month period, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the Fees paid by you in the 12 months immediately before the event giving rise to the claim, or £600, whichever is greater.
15.4 Except as expressly stated in these terms, the Service is provided “as is” and all warranties, conditions and terms implied by law are excluded to the fullest extent permitted.
15.5 You acknowledge that you have had the opportunity to obtain your own legal advice on these terms and that the Fees reflect the allocation of risk set out in this clause.
16. Suspension and termination
16.1 We may suspend your access to the Service, or to any part of it including your ordering page, immediately where: Fees are unpaid under clause 5.4; we reasonably believe you are in breach of clause 8 or 10; Stripe has suspended or closed your account; or suspension is needed to protect the security or integrity of the Service or other venues.
16.2 Termination by us for breach. We may terminate these terms immediately by written notice if you commit a material breach that is not remedied within 14 days of notice, or that cannot be remedied; if you become insolvent, enter administration or liquidation, or cease trading; or if your Stripe account is permanently closed.
16.3 Termination by you for our breach. You may terminate these terms immediately by written notice if we commit a material breach that we fail to remedy within 30 days of notice. In that case we will refund the Fees for the unexpired part of the current Term on a pro-rata basis.
16.4 Termination for convenience by us. We may terminate these terms at the end of the current Term by giving you at least 60 days' notice, or earlier if we cease to offer the Service, in which case we will refund the Fees for the unexpired part of the Term pro-rata.
16.5 Termination does not affect any rights or obligations accrued before termination, or clauses that by their nature survive it (including 7.4, 8.4, 12, 13, 14, 15, 17 and 19).
17. What happens on termination
17.1 Your right to use the Service ends and your ordering page and QR codes stop working. Orders already placed but not completed should be fulfilled or refunded by you.
17.2 For 30 days after termination you may request an export of your Venue Content and order history by emailing support@counterpass.co.uk. Your account, menu and Customer Data are deleted 90 days after termination in accordance with Schedule 1, except that we retain order and billing records for six years from the end of the tax year in which the transaction took place, as required for tax and accounting purposes, and any data we must keep by law.
17.3 Termination of these terms does not terminate your agreement with Stripe. You should manage or close your Stripe account directly.
18. Changes to these terms
18.1 We may update these terms. We will notify you of material changes by email and in the dashboard at least 30 days before they take effect. The current version is always at counterpass.co.uk/terms.
18.2 Changes that are required by law, that reflect a new feature you are not obliged to use, or that are minor clarifications may take effect immediately.
18.3 If a material change adversely affects you during a prepaid Term and you do not accept it, you may terminate by written notice within 30 days of our notification and we will refund the Fees for the unexpired part of the current Term pro-rata. Continued use after the effective date is acceptance.
19. General
19.1 Entire agreement. These terms, the Schedules, and the documents they refer to are the whole agreement between us and replace any earlier discussions. Neither party relies on any statement not set out in them.
19.2 Assignment. You may not transfer your account or these terms without our consent. We may assign these terms to a successor to our business on notice to you.
19.3 Events beyond our control. We are not liable for any failure or delay caused by events outside our reasonable control, including failures of internet, hosting or payment infrastructure, strikes, or governmental action.
19.4 Notices. Notices to us go to support@counterpass.co.uk or our registered office. Notices to you go to the email address on your account. Email notices are treated as received on the next Business Day.
19.5 Severance. If any part of these terms is found invalid, the rest continues in force.
19.6 Waiver. A failure to enforce any right is not a waiver of it.
19.7 Third parties. No one other than you and us has any right to enforce these terms, except that Stripe may rely on clauses 4 and 7.
19.8 Governing law and jurisdiction. These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising from them. Before starting proceedings, each party will make a good-faith attempt to resolve the dispute by discussion.
20. Contact
Counterpass Ltd · 71-75 Shelton Street, Covent Garden, London WC2H 9JQ · support@counterpass.co.uk (general) · privacy@counterpass.co.uk (data protection)
Schedule 1 — Data Processing Addendum
This Addendum forms part of the Counterpass Terms & Conditions and sets out the terms on which Counterpass Ltd (“Processor”) processes Customer Data on behalf of the Venue (“Controller”), as required by Article 28 of the UK GDPR.
1. Details of the processing
| Item | Detail |
|---|---|
| Subject matter | Processing of Customer personal data necessary to take, transmit, fulfil and pay for orders placed through the Venue's Counterpass ordering page. |
| Duration | The Term of the Venue's Subscription plus the 30-day export period and any statutory retention period in clause 17. |
| Nature and purpose | Collection, storage, transmission and display of order data; sending order-status notifications; facilitating payment via Stripe; providing order history and reporting to the Venue. |
| Categories of data subjects | Customers of the Venue (members of the public who place orders). |
| Types of personal data | Name (where given); email address; table number; order contents and value; order notes; order timestamps and status; payment status and Stripe payment identifiers (Counterpass does not receive card numbers); device and connection data such as IP address for security. |
| Special category data | None intended. Allergen notes entered by a Customer may reveal health information; the Venue must limit its use of such notes to fulfilling the order. |
2. Processor obligations
Counterpass will:
- (a) process Customer Data only on the Controller's documented instructions, which are these terms and the Venue's use of the dashboard settings, unless required by law to do otherwise, in which case it will inform the Controller where legally permitted;
- (b) ensure that anyone authorised to process Customer Data is under a duty of confidentiality;
- (c) implement appropriate technical and organisational security measures, including those in paragraph 5;
- (d) engage sub-processors only in accordance with paragraph 3;
- (e) assist the Controller, by appropriate technical measures and taking into account the nature of the processing, in responding to data-subject requests (access, rectification, erasure, portability, objection);
- (f) assist the Controller with its obligations on security, breach notification, and data protection impact assessments, taking into account the information available to Counterpass;
- (g) notify the Controller without undue delay and in any event within 48 hours of becoming aware of a personal data breach affecting Customer Data, giving the information reasonably needed for the Controller to meet its own notification duties. Breach notices are sent from privacy@counterpass.co.uk to the Venue's account email;
- (h) at the end of the processing, delete or return Customer Data in accordance with paragraph 6;
- (i) make available the information necessary to demonstrate compliance with this Addendum and allow for and contribute to audits under paragraph 7.
3. Sub-processors
3.1 The Controller gives general authorisation for Counterpass to use the sub-processors listed in Schedule 2, which is published and maintained at counterpass.co.uk/subprocessors.
3.2 Counterpass will give at least 30 days' notice by email before adding or replacing a sub-processor. If the Controller has reasonable data-protection grounds to object, it may terminate the affected Subscription by written notice before the change takes effect and receive a pro-rata refund of Fees for the unexpired Term.
3.3 Counterpass will impose data-protection obligations on each sub-processor equivalent to those in this Addendum and remains liable to the Controller for the sub-processor's performance.
4. International transfers
4.1 Customer Data is hosted in the United Kingdom (London). Clerk and Stripe process some personal data in the United States; those transfers are covered by the UK International Data Transfer Addendum to the EU Standard Contractual Clauses, which each provider includes in its data processing terms. Supabase, Resend and Vercel process data in the UK or EU. Locations are recorded in Schedule 2.
5. Security measures
Counterpass maintains at least the following measures:
- Encryption of data in transit (TLS) and at rest at the hosting and database providers.
- Row-level access controls in the database so that each Venue's data is isolated from every other Venue.
- Authentication provided by a specialist identity provider, with session security and the option of multi-factor authentication; a separate manager code protects sensitive dashboard settings.
- Card data handled entirely by Stripe; Counterpass never receives or stores card numbers.
- Least-privilege access to production systems, held by named individuals only; secrets managed through the hosting provider's encrypted environment configuration.
- Bot and abuse protection on public forms; rate limiting on public endpoints.
- Provider-managed backups of the production database and monitoring of provider security alerts.
- Logging of order and payment events sufficient to investigate incidents.
6. Return and deletion
6.1 During the Term and for 30 days after it ends, the Controller may request an export of Customer Data. Counterpass deletes Customer Data from live systems 90 days after the Term ends, and from backups in the normal backup rotation cycle, except for data Counterpass must retain by law, which will remain subject to this Addendum while retained.
7. Audit
7.1 On reasonable written request to privacy@counterpass.co.uk, not more than once a year, Counterpass will provide the Controller with information sufficient to demonstrate compliance with this Addendum, including summaries of its security measures and relevant sub-processor certifications. Where this is insufficient to satisfy a legal obligation of the Controller, Counterpass will permit an audit at the Controller's cost, on at least 30 days' notice, during Business Days, and subject to reasonable confidentiality and scope limits.
8. Controller obligations
8.1 The Controller warrants that it has a lawful basis to collect Customer Data, that it provides Customers with appropriate privacy information, and that its instructions to Counterpass comply with data-protection law. The Controller is responsible for handling data-subject requests it receives, for its own breach notifications to the ICO and data subjects, and for the use it makes of Customer Data outside the Service.
9. Liability
9.1 The liability provisions in clause 15 of the Terms apply to this Addendum. Nothing in this Addendum limits either party's liability to data subjects or supervisory authorities under data-protection law.
Schedule 2 — Sub-processors
Published at counterpass.co.uk/subprocessors. Venues are notified of changes under paragraph 3.2 of Schedule 1.
Schedule 3 — Ordering page notice
The following text, or text with the same effect, is displayed on every Venue's ordering page and at checkout. It is provided by Counterpass and cannot be removed by the Venue.
Your order is with [Venue trading name]. This ordering page is provided by Counterpass Ltd on behalf of [Venue trading name], who is the seller of everything you order and is responsible for your order, your payment and any refund. Payment is taken securely by Stripe and appears on your statement under the venue's name. Questions about your order? Ask a member of staff. Allergen information is provided by the venue — please tell staff about any allergy before ordering. Age-restricted items will only be handed over on proof of age. How we handle your data: counterpass.co.uk/privacy.
Where the Venue has asked us to link its own customer terms, that link is shown alongside this notice.