Basil terms of service

These terms govern your use of Basil, a restaurant and hospitality reservation and management platform provided by Wave Marketing Ltd ("Basil", "we", "us", "our"), a company registered in England and Wales under company number 11552018, with its registered office at Unit 1.07, Newark Works, Foundry Lane, Bath, Somerset, England, BA2 3GZ. By creating a Basil account or using our Service, you agree to these terms.

1. Who these terms are for

These terms are between Wave Marketing Ltd and the restaurant, cafe, or hospitality business ("you", "Restaurant") signing up to use Basil. "Guest" means a customer or prospective customer of yours who books, or may book, through Basil.

2. The Service

Basil provides online booking and reservation management, table and floor plan management, guest CRM, payment processing (via Stripe and Square), automated guest communications, feedback collection, analytics, and related features. Features available depend on your plan.

3. Accounts and eligibility

You must be a genuine business to create a Basil account. You're responsible for the accuracy of your information, keeping login credentials secure, and all activity under your account.

4. Trials, plans, and billing

We offer a free trial with full access to Basil's features. A valid card or bank account is required to start a trial. You can cancel at any time during the trial at no charge. Unless you cancel before the trial ends, your trial converts automatically to a paid plan and we will start charging your payment method on file. After the trial, plans are billed on a rolling monthly or annual basis, whichever you choose at sign-up, no long-term lock-in, cancel any time effective at the end of your current billing period. Prices are shown on our pricing page and exclude VAT, which is added where applicable. Subscription fees are non-refundable except where required by law. We may change our prices by giving you at least 30 days' notice by email. If you do not agree to the new price, you can cancel before the change takes effect. Basil Payments (powered by Stripe) charges a standard processing fee separate from your subscription fee.

5. Failed and overdue payments

5.1 You authorise us to charge your payment method on file for all subscription fees and any other amounts due under these terms, on a recurring basis until you cancel.

5.2 If a payment fails or is declined, we will try to take it again and will notify you by email. You must update your payment details or pay the amount due promptly.

5.3 If an amount remains unpaid 7 days after the due date, we may suspend your account by email notice. On suspension we will first stop new bookings and new payments being taken through your account, and we will keep your existing bookings and Guest records readable where we reasonably can. You remain responsible for honouring existing bookings and for refunding any deposits or prepayments you hold from Guests.

5.4 If an amount remains unpaid 30 days after the due date, we may terminate your account by email notice. Fees remain payable for the period up to termination, and termination does not waive any amount you owe.

5.5 Where your account is suspended or terminated for non-payment, you can export your data during suspension and for 30 days after termination. We may delete your data after that 30 day period, in line with our Privacy Policy, subject to legal record-keeping requirements.

5.6 We will reinstate a suspended account once all overdue amounts are paid in full. We may charge interest on overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998 and recover our reasonable costs of collection.

5.7 Suspension or termination under this section is in addition to our rights under section 6, including recovering amounts from your Stripe payouts under section 6.

6. Outstanding balances

If your account falls into debt with us, for example where refunds, chargebacks, or fees owed exceed the funds available in your connected payment account, we may deduct the balance, including any negative balance on your Stripe connected account, from your payouts, and recover any remainder from your payment method on file or by invoice. We'll aim to notify you if this happens and why, and stop deducting from your payouts promptly once cleared. You are solely responsible for chargebacks, disputed payments, no-show charges, and refunds of deposits or prepayments arising from bookings taken through your account, and for any resulting debt. You must pay on demand any amount that cannot be recovered from your payouts, including any amount we are required to pay Stripe because of your account. Your liability to Stripe under its terms applies in addition to your liability to us under these terms.

7. Payment processing

Payments taken through Basil are processed by Stripe, and where connected, Square. By using Basil Payments or Square, you agree to their own terms of service in addition to these terms. For Basil Payments, you will have a Stripe connected account, and you agree to the Stripe Connected Account Agreement and the Stripe Services Agreement. You authorise us to instruct Stripe to deduct amounts you owe us from your payouts, including to recover negative balances. You are liable to Stripe under its terms, in addition to your liability to us under these terms, and you are responsible for complying with Stripe's and Square's terms. We are not responsible for their acts or omissions.

8. Your data and your Guests' data

You own your data: Restaurant account data and Guest reservation data belongs to you, exportable and deletable at any time, subject to legal record-keeping requirements. We process Guest data on your behalf: you are the data controller for Guest personal data, Basil acts as your data processor. For your own account and billing data, we are the data controller. The data processing terms in Schedule 1 apply to Guest personal data and form part of these terms. We handle data in line with our Privacy Policy.

9. Acceptable use and your Guests

You agree not to use Basil unlawfully, attempt to disrupt or reverse-engineer Basil's systems, send spam to Guests, or misrepresent your business. You also agree not to resell or sublicense Basil, test its security without our written permission, misuse our APIs or integrations, use bots, scrapers or other automated means to access Basil (other than through our APIs), place an unreasonable load on our systems, remove or obscure our proprietary notices, use Basil to build a competing product, or publish performance comparisons or benchmarks of Basil without our written consent. We may suspend or terminate accounts that breach these terms.

You are responsible for the messages you send to Guests through Basil. Before sending marketing messages, you must have a lawful basis and any consent required under the Privacy and Electronic Communications Regulations 2003 and UK GDPR, and you must honour opt-outs, using Basil's opt-in and opt-out tools where they apply. Service messages, such as booking confirmations, reminders, changes and cancellations, must not contain promotional content. Marketing messages need a separate opt-in for each channel, such as email and SMS, and Guests must be able to opt out of each channel on its own. If a feedback request promotes anything, treat it as marketing.

You set, and are responsible for, your own booking terms for Guests, including deposits, no-show charges and cancellations. You must show them clearly before a Guest books and pays, and they must comply with consumer law. We provide the tools but do not set or review your terms. We are not responsible or liable for any restaurant's deposit, no-show or cancellation policy or how it is applied, or for any charge made to a Guest under it.

Basil is not an allergen management or safety tool. Notes about allergies, dietary needs and accessibility are recorded as Guests provide them, and you must confirm them directly with Guests and keep your own allergen controls. Record special category data, such as health information, only where you need it to serve the Guest.

You will reimburse us for losses, damages and reasonable costs arising from third-party claims, including claims by Guests or regulators, to the extent caused by your messages to Guests, your booking terms, the content you upload, or your breach of this section 9.

10. Intellectual property

Basil, including its software, design, and branding, is owned by Wave Marketing Ltd. You retain ownership of your own content.

11. Third-party integrations

Basil integrates with third-party services (currently Square and Stripe). Your use may be subject to the relevant third party's own terms.

12. Service availability

We aim to keep Basil available and reliable but don't guarantee uninterrupted access, and may carry out maintenance or changes from time to time.

13. Support

Basil is designed to be self-serve wherever possible. Support is available by email for further help, response times not otherwise guaranteed.

14. Limitation of liability

Basil is provided "as is." We are not liable for indirect or consequential losses. Our total liability for all claims arising under or in connection with these terms is limited to the greater of £500 and the amount you paid us in the 12 months before the first claim arose. Nothing here limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or any other liability that cannot be limited by law.

15. Termination

You can cancel any time, effective at the end of your billing period. We may suspend or terminate accounts that breach these terms, are overdue under section 5, or pose a risk to us or others. You can export your data for 30 days after termination, after which we may delete it, subject to legal record-keeping requirements.

16. Changes to these terms

We may update these terms from time to time, posting the new version with an updated effective date. For material changes we will notify you by email at least 14 days before they take effect. If you do not accept a material change, you can cancel before it takes effect. Continuing to use Basil after that date means you accept the updated terms.

17. General

17.1 These terms, together with Schedule 1, are the entire agreement between us about Basil and replace any earlier discussions or understandings. You confirm you have not relied on any statement that is not set out in these terms, other than the prices and plan details shown on our pricing page when you signed up.

17.2 If any part of these terms is found to be unenforceable, the rest remains in effect.

17.3 You may not transfer your rights or obligations under these terms without our written consent. We may transfer ours to a successor or group company.

17.4 Only you and we have rights under these terms. No one else can enforce them under the Contracts (Rights of Third Parties) Act 1999.

17.5 Neither of us is liable for delay or failure caused by events beyond our reasonable control, other than your obligation to pay amounts due.

17.6 We may give notices to the email address on your account. You can give notices to us at the contact address below. A failure or delay in enforcing a right is not a waiver of it.

18. Governing law

These terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

19. Contact us

Questions about these terms: hello@wave-marketing.co

Schedule 1: Data processing terms

This schedule applies where we process personal data of your Guests on your behalf. You are the controller and we are the processor under UK GDPR. For your own account and billing data, we are the controller.

1. Scope.

We process Guest personal data to provide Basil to you, for as long as you use it and for the export period in these terms. The processing is hosting, storing and using Guest data to manage bookings, communications, payments, feedback and analytics for you. The data includes names, contact details, booking and visit history, preferences, notes (which may include dietary, allergy and accessibility information, and so health or religious data), feedback and payment references. The data subjects are your Guests and prospective Guests.

2. Instructions.

We process Guest personal data only on your documented instructions, which are these terms and your use of Basil, unless the law requires otherwise. If it does, we will tell you before processing, unless the law prevents us. We will tell you if we think an instruction breaches data protection law.

3. Confidentiality.

Everyone at Basil authorised to process Guest data is bound by a duty of confidentiality.

4. Security.

We apply appropriate technical and organisational measures to protect Guest data, including access controls and encryption in transit.

5. Sub-processors.

You authorise us to use sub-processors, currently Replit (hosting), SendGrid (email delivery) and HubSpot (CRM). Stripe processes payment data as an independent controller under its own terms (see section 7). We will give you at least 14 days' notice by email of any change. You may object on reasonable grounds, and if we cannot resolve it you can cancel. We have a written agreement with each sub-processor that imposes equivalent data protection obligations, and we remain responsible for their performance.

6. International transfers.

We transfer Guest data outside the UK only with a lawful mechanism, such as UK adequacy regulations, the UK-US data bridge where the recipient is certified, or the International Data Transfer Agreement or UK Addendum.

7. Assistance.

We will help you respond to Guest rights requests, and with security, breach notification, data protection impact assessments and consultation with the ICO, taking account of the processing and the information we hold.

8. Breaches.

We will notify you without undue delay, and within 48 hours where possible, after becoming aware of a personal data breach affecting Guest data, with the information we then have.

9. Deletion or return.

After termination you can export or ask us to return Guest data for 30 days. We will then delete it, including copies, unless the law requires us to keep it.

10. Audit.

We will give you the information needed to show we comply with this schedule and allow audits by you or your auditor on reasonable notice, no more than once a year unless a breach or regulator requires it. We may meet an audit request with independent audit reports where reasonable.