Toast Guest Terms of Service

The following Terms of Service (“Terms”) are a legal agreement between you and Toast Australia Pty. Ltd., of c/- Mcburney & Partners Pty Ltd, level 10, 68 Pitt Street, Sydney NSW 2000, with respect to any orders where you have selected a delivery or pickup address in Australia or where the Merchant is located in Australia ("Toast," "we," or “us”) and govern your access to and use of any technology, software, information or service made available or enabled by Toast and accessed via any platform or device (collectively, the “Services”), which include any websites, applications, features, or any other ways Toast allows you to engage with us directly or with a merchant that uses Toast (a “Merchant”).

Please read these Terms carefully, there are a number of key terms to note, in particular:

If you are an individual, you must be at least 18 years of age and legally capable of entering into contracts. If you are an entity, organization, or company, or acting on behalf of one, you represent and warrant that you are an authorized representative of such entity, and that you have the authority to, and agree to, bind it to these Terms. You represent that you will not use the Services, directly or indirectly, for any fraudulent undertakings. By transacting through the Services (“Purchase”), you authorize Toast to charge your credit or debit card or other permitted payment method (“Payment Method”) on behalf of the entity for which you are making said Purchase. Toast reserves the right to require age verification.

You are also subject to our Acceptable Use Policy when using the Services. Additional terms or policies may apply to particular features or promotions, these are referenced within or posted throughout the Services. Information on how we collect, use, disclose and protect the personal information you provide to us can be found in our Privacy Statement. Collectively, these Terms and all incorporated terms and policies are collectively referred to as the “Terms”.

From time to time we may update or modify our terms, including but not limited to these Terms, at our discretion, and will post the updated terms to https://pos.toasttab.com/toast/terms-of-service. If our changes reduce your rights or increase your responsibilities, we will use commercially reasonable efforts to provide you with reasonable notice. The updated terms will become effective as of the effective date indicated. Continued use of the Services after such effective date means you have accepted the updated terms. To the maximum extent permitted by applicable law, your sole and exclusive remedy in the event you do not accept the updated terms is to cease your access to and use of the Services.

To the extent permitted by applicable laws, we may establish limitations, change, suspend, withdraw or restrict the availability of all or any part of our Services for business, operational or any other reason, at any time, without notice, including but not limited to delaying, holding or cancelling the processing of any payment transaction or access to your Toast Account if your Toast Account or activity is flagged as potentially invalid, suspicious, involves misconduct or fraud, if it would cause us to violate any agreement with our third party providers, or otherwise violates applicable law or these Terms, or if you request Toast to delete your personal information.

At this time, Toast’s technology is only available to Merchants in certain territories. The availability of Services may vary based on factors including, but not limited to, geographic location, user type, device and the version of the application being used.

Through the Services, you can initiate or complete an order, purchase, reservation, or similar activity, via Toast’s platforms or through integrated third-party providers (“Transaction”). When a Transaction is for the acquisition of food, beverages (including alcoholic beverages where permitted), goods, services, gift cards, or other items offered by a Merchant, we refer to it as a “Purchase”. You acknowledge and agree that all aspects of Purchases beyond the Services that Toast provides, as well as all engagement and interactions between the Merchant and you, are solely the responsibility of the Merchant. Each Merchant is solely responsible for all aspects of its own operations, including but not limited to the provision, quality, safety, legality and accuracy of food and beverages (by any method, including through delivery) and other items, service, environment, and representations. 

Once a Merchant receives your information through Toast, the Merchant’s own privacy practices and policies will govern its use of that information.

Toast reserves the right, solely to the extent permitted by applicable law, to limit, suspend, or terminate your access to all or any part of the Services, your Toast Account, or remove or block any User Content at any time where you are using your Toast Account for fraudulent or illegal purposes, or have materially breached these Terms, including our Acceptable Use Policy, without liability to you or to any third party. We will let you know before we permanently close your Toast Account or terminate your access and you may be given an opportunity to remedy any issue. Termination of your use of any of the Services does not relieve you of the obligation to pay for any Purchases made as well as related fees and charges already incurred and we will not provide any refunds for amounts previously paid through the Services in respect of Purchases prior to the date of termination, unless required by these Terms or applicable law. Upon termination, you may lose access to the relevant Services and we may delete any information stored regarding you or your transactions through the Services.

Toast may collect and use information about your interactions with our Services, including, but not limited to, your Toast search history, user-created lists, food restrictions and/or dietary preferences, general information (such as location and device details), order history and data inferred from your activity, to provide, improve and personalize your experience (if you opt-in where required). This may include offering tailored restaurant and menu recommendations, highlighting relevant offers or discounts, enabling features such as reordering and sharing relevant information with Merchants (as further described below) to enhance your experience. Toast may use this information for these and other related purposes, as permitted by law and as further described in our Privacy Statement.

When using the Services, either through a Toast Account or otherwise, you direct Toast to share certain information (including personal information) with Merchants for the purposes of providing the Services, enhancing those Services and your Merchant experience and improving the accuracy and utility of customer profiles within Merchant’s customer database solutions. The types of information that may be shared include, but are not limited to, your name, contact information (such as email address and phone number), order history, User Content, preferences, loyalty program participation and other account-related data that you provide or that is generated through your use of the Services. Such sharing enables Merchants to recognize you as a returning guest, personalize your experience and offer tailored services, promotions, or rewards. A Merchant will collect and access your information when you interact with that Merchant, including but not limited to by making a Purchase at that Merchant or by signing up for a loyalty programme with that Merchant. Merchants’ use of your information is governed by their own privacy and data security practices. 

When you use certain Toast Services, you can choose whether you would like to register and create a Toast Account. If you create a Toast Account, you may save certain personal information to facilitate future orders, purchases, reservations, or similar activity initiated or completed by a user through the Services, including but not limited to those made via Toast’s platforms or through integrated third-party providers (“Transactions”). You may make certain Transactions without creating a Toast Account, but you may not be able to save any personal information or preferences for future Transactions. You remain liable for all activity that occurs under your Toast Account, including any use of your Payment Method, until such time as Toast has been notified, except to the extent such activity results directly from Toast’s gross negligence, willful misconduct, or breach of these Terms.  

In order to use the Toast App, you must download it to your mobile device and create a Toast Account. If you use the same email address or phone number for different Services, you will be registered for one Toast Account across those Services and your data and information may be linked and used across those Services.

When you create a Toast Account, we will ask you for certain personal information, such as your name, mobile number and email address, which will be stored with Toast to facilitate your use of the Services. 

You agree to provide true, accurate current and complete information for your Toast Account registration and you agree not to misrepresent your identity or your Payment Method information. It is your responsibility to keep the information you provide us up-to-date and accurate.

Toast may, in its sole discretion, terminate or refuse to approve registrations for a Toast Account on reasonable grounds and with any notice required by applicable law. 

Only you have the right to access and use your Toast Account. You are responsible for keeping your login information confidential and secure at all times. Unless you notify us, Toast will assume that if your login or Payment Method are used to access the Services, the user has the legal authority to use such login or Payment Method. If you become aware of unauthorized use of your login or Payment Method, you agree to notify Toast immediately by email at help@toasttakeout.zendesk.com. 

You can make changes to your Toast Account information by logging in on any Merchant’s Toast-powered online ordering page or within the Toast App. You will also be able to view your recent Toast Account-related activity, including order history and Purchase and payment transaction history, by logging into your Toast Account.

You may request to close your Toast Account at any time and without cost by emailing help@toasttakeout.zendesk.com, but you will remain liable for any outstanding Purchases as well as any fees or other charges incurred prior the closing of your account. Except as otherwise required by applicable law, Toast will not issue refunds for amounts previously incurred through our Services once you close your Toast Account.

In certain cases, we may not allow you to close your Toast Account, including but not limited to:

unless and until said open issues are resolved.

Toast provides a mobile application enabling you to access and use certain Services (the “Toast App”), including but not limited to placing orders, making payments, participating in loyalty programs and managing Toast Accounts, via a compatible mobile device. The Toast App may be updated, rebranded, or replaced by Toast from time to time, and references to the “Toast App” include any successor or replacement applications provided by Toast.

Subject to these Terms, Toast hereby grants you a non-exclusive, non-transferable, revocable license to use the Toast App in object code form only, for one Toast Account on a compatible mobile device owned or leased by you, solely for permitted use of the Services.

To download and use the Toast App, you must have a mobile device that is compatible with the Toast App. Toast does not warrant that the Toast App will be compatible with your mobile device or that it  will be supported by all mobile carriers. You may use mobile data in connection with the Toast App and incur additional charges from your wireless provider for these services. You agree that you are solely responsible for such charges.

Toast owns or has a licence to all rights, title, interest, copyright and other worldwide intellectual property and trade secret rights in and to the Services (including all derivatives or improvements thereof). Except as expressly provided herein, you have no rights in or to the Services and you will not use, copy or display the Services. No other use of the Services is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the Services. Any rights not expressly granted herein are reserved by Toast. 

The trademarks, service marks, and logos of Toast (the “Toast Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of Toast. Other Toast product and service names located in the Services may be trademarks or service marks owned by a Merchant or other third- parties (the “Third-Party Trademarks”, and, collectively with the Toast Trademarks, the “Trademarks”). Nothing in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in the Services without the prior written consent of the rightsholder specific for each such use. The Trademarks may not be used to disparage Toast or the applicable third-party, Toast’s or third-party’s products or services, or in any manner that may damage any goodwill in the Trademarks. All goodwill generated from the use of any Toast Trademark or Third- Party Trademark will inure to the rightsholder’s benefit.

You may voluntarily submit suggestions, enhancement requests, ideas, feedback, recommendations or other input about the Services (“Feedback”) at any time. You irrevocably assign all right, title, interest and other worldwide intellectual property rights in and to the Feedback to Toast, Inc., and acknowledge that Toast is free to use, disclose, reproduce and otherwise exploit any and all Feedback provided by you relating to the Services in our sole discretion, entirely without obligation or restriction of any kind. 

The Services may enable you to create, upload and share text, graphics, videos, images or other data (your “User Content”). By using these features, you can provide feedback, share your experiences and interact with Merchants and other users through our Services. The Toast AUP sets forth rules and restrictions for your use of the Services to ensure responsible and lawful use.

User Content may be subject to scanning, review and moderation by Toast and/or third-party content moderation tools prior to being made visible within the Services. Such moderation may include automated or manual review for appropriateness, compliance with the Terms (including the AUP) and other criteria determined by Toast; however, Toast does not guarantee that such moderation will identify all inappropriate or non-compliant content. Toast reserves the right, in its sole discretion, to delay, block, or remove any User Content that does not meet our moderation criteria.

You retain all rights, title and interest in and to any text, graphics, videos, images or other data that you upload to the Services. You grant to Toast a worldwide, non-exclusive, non-exclusive, irrevocable, royalty-free, fully paid, transferable and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display your User Content in connection with the operation, analytics and improvement of the Services, including without limitation for the development of potential offerings or other future products and services under consideration by Toast (whether developed independently by Toast or through a third party). 

By uploading or sharing content, you agree and confirm that you have all necessary rights and permissions to do so, including as set out in our Privacy Statement, and that your content does not violate any law of third-party rights.

You are solely responsible for the accuracy, quality, content and legality of User Content, the means by which User Content is acquired and any transfer of User Content outside of the Services by you or any third-party authorized by you. 

The Services may contain information, materials, products, services, features, or content that are provided, made available, or otherwise supplied by parties other than Toast, including but not limited to content, offers, applications, websites, advertisements or services from Merchants or other third parties that may be accessed through or displayed within the Services (collectively referred to as “Third-Party Content”). You are solely responsible for reviewing all applicable third-party terms and conditions in connection with your use of the Services.

Toast does not control, review, approve, monitor, warrant, endorse, or, to the maximum extent permitted by applicable law, assume any responsibility for any Third-Party Content and your interactions with third parties are solely between you and the applicable third party. Toast does not review, pre-screen, or guarantee the accuracy, integrity, legality, or quality of any Third-Party Content. Your use of Third-Party Content is at your own risk. Except as expressly permitted in these Terms, you may not use, copy, display, distribute, modify, or create derivative works from any Third-Party Content without the prior written consent of the applicable rightsholder.

Apple Inc. and Google Inc. will be a third-party beneficiary to this contract if you access the Services using applications developed for Apple iOS or Android mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary’s terms of service, including any license transferability and other usage rules therein.

Digital ordering features allow you to make Purchases from a Merchant using your own computer or mobile device. 

Some Digital ordering features may allow you to place multiple orders as part of one Purchase. When you open a check, you may be required to provide payment information prior to completing your Purchase. By providing your payment information for pre-authorization, you agree to pay the total amount shown when you submit the final portion of your order. If a transaction completes, but you fail to complete payment for your Purchase (for example, you receive your order, but do not complete payment), the Merchant may be able to charge your payment method after a certain amount of time has passed.

Merchants each set their own cancellation and refund policies. Once a Purchase has been made through our Services, you will need to contact the Merchant directly to inquire if you can make a change to or cancel the Purchase or whether you may receive a refund.

For questions or customer service regarding a Purchase or the product or service provided by a Merchant, please contact the Merchant directly. Where the Toast App is available, each Merchant included on the Toast App’s contact information for customer service is available on its Toast App listing. Toast is not responsible for any Merchant service issues or content errors or inaccuracies related to a Merchant’s website, menu, Toast App listing, digital ordering features, marketing or promotional materials, or other materials.

Certain products and services offered by Merchants through the Services may be subject to laws and regulations that restrict their sale, purchase, possession, or delivery based on age or other criteria (“Age-Restricted Items”). Age-Restricted Items may include, but are not limited to, alcoholic beverages, tobacco products, hemp or CBD products and other regulated goods.

By making a Purchase of any Age-Restricted Item through the Services, you agree and confirm that:

Toast is not the seller or supplier of any Age-Restricted Item offered by Merchants and is not a party to any Transaction involving such items. Toast acts solely as a platform provider and is not responsible for holding any license or authorization to sell, distribute, or deliver Age-Restricted Items. The availability of Age-Restricted Items through the Services may vary by jurisdiction. Additional requirements may apply to Age-Restricted Items as set forth in the Services or by the Merchant.

Toast acts, either directly or through a third party service provider, as a third-party technological service provider supporting the provision of payment processing services as the authorised representative of the Merchants through the payment networks. Transactions you make through our Services are between you and the Merchant only, not with Toast or any of our affiliates. Toast is not a party to any payment transaction facilitated through the Services.

When you make a Purchase, you authorize the submission of the charge in the amount of the Purchase (including any gratuities, fees and taxes) to your Payment Method, as well as any credits in connection with chargebacks, reversals, refunds or adjustments. Toast, as its authorised representative, will assist the Merchant in submitting the payment transaction to the payment network and processing said payment transaction. 

You must provide a valid Payment Method to pay for your Purchases made through any of the Services. You authorize the Merchant to confirm your Payment Method is in good standing with the issuing financial institution, and Toast may facilitate this as its authorised representative. In order to do so, Toast may obtain an authorization to charge your Payment Method for a payment transaction. This authorization may reduce your available funds balance by the authorization amount until the payment transaction is actually charged to your Payment Method and the proceeds are processed and settled. Please contact your Payment Method issuer if you have questions regarding the status of an authorization or of a charge to your Payment Method. You agree that a Payment Transaction may be resubmitted for processing to a payment network in the event a prior Payment Transaction was declined or returned, and Toast may facilitate this as authorised representative of the Merchant.

If you choose to store Payment Method information with Toast via any of the Services for your convenience and use in future transactions, you agree that Toast may receive up-to-date information on your Payment Method information (such as card number or expiration date) through services available from the card networks and may update your Payment Method credentials stored with Toast from time to time.

Payments made through the Services are also subject to the terms of your agreement with your Payment Method issuer. You are solely responsible for any charges or fees that may be imposed by your Payment Method issuer as a result of using the Services.

Merchants may make gift cards available for purchase, either as physical gift cards or as electronic gift cards (collectively “Merchant Gift Cards”). Toast may provide the software to assist with gift card issuance, but the Merchant is solely responsible for Merchant Gift Card issuance and management, for communicating any and all terms and conditions connected to such Merchant Gift Cards (which terms and conditions are controlled by the Merchant and not by Toast) and for compliance with applicable laws. Merchant Gift Cards are not redeemable for cash or cash advances.

From time to time, Toast and/or Merchants may create and make available promotional offers, including but not limited to promotional codes, discounts, or other incentives (“Promotional Offers”) within the Services. 

Each Promotional Offer will be subject to its own terms and conditions as specified in connection with the applicable Promotional Offer, which may include eligibility requirements, availability, redemption instructions, expiration dates and any other applicable limitations or exclusions. 

Promotional Offers may not be applied towards taxes, fees, purchases of Age-Restricted Items, or other certain menu items as designated in the relevant additional terms. Unless otherwise indicated, Promotional Offers are single use only and cannot be combined. To the maximum extent permitted by law and unless otherwise specified in the relevant terms and conditions, any use of Promotional Offers is final and acquisition of Promotional Offers will not be refunded or returned. Abuse of any Promotional Offer or violation of the relevant additional terms may result in disqualification from participating and/or suspension of your Toast Account.

Toast provides technology services that enable Merchants to offer you loyalty and/or rewards programs (“Toast Powered Loyalty”).  When you enroll in a Merchant’s Toast Powered Loyalty program, your Payment Method may be linked to your loyalty account and this will log Transactions using that Payment Method with your account. If you pay with a different Payment Method and identify yourself as a loyalty member with a Merchant, the additional Payment Method may be associated with your loyalty account in the future. You can remove linked Payment Methods by clicking the link you receive when you sign up for a Merchant’s Toast Powered Loyalty program or through the Merchant’s online loyalty lookup page. Additionally, loyalty transactions may be associated with your Toast Account, if applicable.

Merchant’s own terms apply to its loyalty programs, including Toast Powered Loyalty. Such terms are not controlled by Toast and are solely between you and the Merchant. If you choose to enroll in a Merchant’s Toast Powered Loyalty program, the Merchant may contact you using the contact method(s) you provide with program information and other communications related to the program. The Merchant is solely responsible for communicating program-related changes to you.

Points earned through any Toast Powered Loyalty program have no cash value and cannot be transferred, redeemed, sold or exchanged for cash. If you initiate a return, chargeback, or refund, points associated with the Purchase may be revoked. In the event Toast suspends, terminates or cancels the technology services that enable Toast Powered Loyalty, Toast will, in accordance with applicable law, maintain records of your loyalty points in accordance with our data retention policies following said suspension, termination or cancellation and may assist Merchants to honor loyalty points to the extent required by applicable law. 

To the maximum extent permitted by  law  and subject to the Non-Excludable Provisions below: 

However, nothing in these terms of service excludes, restricts or modifies any warranty, term, guarantee, representation or condition, or any right or remedy, implied or imposed by any law which cannot lawfully be excluded, restricted or modified. If any warranty, term, guarantee, representation or condition is implied into these terms of service and cannot be excluded (“Non-Excludable Provision”), and Toast is able to limit the remedy for a breach of such a non-excludable provision, then Toast’s liability for breach of such non-excludable provision will be limited to one of the following at its option: the supplying of the services again, or the payment of the cost of having the services supplied again. Further, nothing in these Terms limits any liability Toast may have in connection with any representations or other communications (either oral or written) where such liability cannot be excluded under applicable law.

To the maximum extent permitted by law: 

If you are, or enter into these terms on behalf of, an entity, organization or company not considered as a “small business” under applicable law, to the extent allowed by applicable law, you agree to defend, indemnify and hold harmless Toast, its affiliates, directors, officers, employees and agents from and against any and all third party claims, damages, obligations, losses, liabilities, costs, fines and expenses (including but not limited to attorneys’ fees) arising from: 

Toast will provide notice to you of any such claim, suit, or proceeding. This indemnity is reduced to the extent of Toast’s negligence, fraud or wilful misconduct.

To the fullest extent permitted by law, Toast reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Toast’s defense of such matter.

If you’re legally exempt from certain responsibilities, including indemnification, then those responsibilities don’t apply to you under these Terms.

If you provide your email address and/or mobile phone number you may receive transactional text (SMS) messages and transactional email messages from Toast, third parties providing services to you and the Merchants with whom you transact. Such communications may include, but are not limited to, requests for secondary authentication, receipts, reminders, order updates, support-related messages and notifications regarding updates to your Toast Account.

Additionally, where permitted under applicable law, you may receive marketing communications from Toast and Merchants. You may opt out of receiving such marketing communications at any time by following the unsubscribe instructions included in such emails. 

You agree to receive electronically all communications, agreements, disclosures, notices and documents (collectively “Communications”) that we provide in connection with your Toast Account and the Services. We may at times be required to provide you with Communications in written form, which you agree to receive electronically instead of in paper form, including by sending via electronic mail to the email address you provide to us, or by posting notice or communicating with you via the Toast app or our Website.

It is your responsibility to keep your contact details accurate and up to date so that Toast can communicate with you. You can update the contact details associated with your Toast Account by logging in and accessing the Toast App or any digital ordering page.

All Communications sent in electronic format will be considered to be in writing. Communications will be deemed received by you when they are: posted through the Services or sent via email or SMS to the contact information you have provided.

By voluntarily providing your mobile phone number to Toast or through any Services, you confirm you are authorized to provide that number to Toast and agree that Toast may contact you at that number. If you provide a mobile number, you expressly agree that Toast may contact you using automated telephone call, SMS or MMS messages at that phone number, and you hereby consent to receiving such communications for transactional, informational and operational purposes.

Your agreement to receive electronic Communications is valid until and unless you revoke it. You may opt out at any time. However, consent to electronic Communications is a condition of some of our Services and, if you revoke it, you will no longer be able to use said Services. If you wish to opt out of electronic Communications, please contact legal@toasttab.com.

Merchants control and are responsible for the content in all Merchant communications, which shall be deemed Third-Party Content, and Toast does not take any responsibility or accepts any liability in connection therewith. Merchants are also responsible for ensuring that Merchant communications are only sent where legally required consent has been obtained (if applicable) or any other notice is provided and Toast does not take any responsibility or accept any liability in connection therewith. 

This Section is referred to as the Arbitration Agreement. Except where prohibited by applicable law, you agree that any and all disputes or claims that have arisen or may arise between you and Toast, whether arising out of or relating to these Terms or in connection with your use of the Services, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement clause, except that you may assert individual claims in small claims court, if your claims qualify under applicable law. 

Your rights will be determined by a neutral arbitrator, not a judge or jury. The ACICA Arbitration Rules will apply to any arbitration undertaken under this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate, provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement.

Most concerns can be resolved quickly and to all parties’ satisfaction by contacting Toast’s guest support team at +61879478066. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail or nationally recognised overnight courier, a written notice of dispute (“Notice”). 

Notices to Toast must be sent via registered mail, postage prepaid, return receipt requested, to: Toast Australia Pty. Ltd., of c/- Mcburney & Partners Pty Ltd, level 10, 68 Pitt Street, Sydney NSW 2000. Copies of all Notices may be sent via email at legal@toasttab.com. However, a Notice will not be taken to have been delivered or received by email until delivery is effected by certified mail or overnight courier as required under this paragraph.

The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If you and Toast do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Toast may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Toast or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Toast is entitled.

The seat of arbitration shall be Sydney, Australia. The language of arbitration shall be English. Arbitration will be conducted by one neutral arbitrator in accordance with the ACICA Arbitration Rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “ACIA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between any term of the ACICA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Guest Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court. Unless you and Toast agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by the ACICA. If your claim is for AU$10,000 or less, Toast agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the ACICA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the ACICA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

Payment of all filing, administration, and arbitrator fees will be governed by the ACICA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the ACICA Rules.

Except as may be required by law or as necessary to enforce or challenge the arbitration award in court, all aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties and may not be disclosed by either party without the prior written consent of the other party.

Any action, claim, or dispute related to these Terms will be governed by the laws of the New South Wales, Australia, excluding its conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods and Uniform Computer Information Transactions Act will not apply to these Terms.

Toast may assign or transfer these Terms as part of a merger, acquisition, or corporate restructure. However, we will publish information regarding such assignment on our website or via similar means. You may not assign or transfer your rights or obligations under these Terms without Toast’s prior written consent. Any attempted assignment in violation of this section shall be null and void. Subject to the foregoing, these Terms will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect. 

Failure of Toast to act on or enforce any provision of these Terms of Service will not be construed as a waiver of that provision or any other provision herein. No waiver will be effective against Toast unless made in writing and no such waiver will be construed as a waiver in any other or subsequent instance. 

Toast will not be liable for any failure or delay resulting from any condition beyond its reasonable control, including but not limited to governmental action or acts of terrorism, earthquake, fire, pandemic, flood or other acts of God, labor conditions, power failures and Internet disturbances.

The following sections shall survive termination of these Terms or your use of the Services: Limitation of Liability, Indemnification, User Content and Feedback, Arbitration and Dispute Resolution, Assignment, and any other provisions which by their nature are intended to survive termination.