Terms of Services

Thank you for choosing Deliverect. Our Terms of Service are available in different languages. Please bear in mind that the English version of the Terms of Service takes precedence and control over the translated versions.

• Introduction

• General Terms of Service

• Deliverect for Restaurants, Retail & Quest

• Dispatch 

• Deliverect Direct

• Resolve

• Deliverect Kiosk

• Reclaim

• Data Access Agreement (User to Data Holder)

Introduction

These general terms of service and the supplemental terms (collectively “Terms”) are effective when you (“Customer”) accept them by checking the acceptance box, signing a quote, or by any other means of acceptance (“Effective Date”), and are entered into by Customer and Deliverect NV, a company incorporated under the laws of Belgium, with company number 0692.623.253, with a registered office at Foreestelaan 82, 9000 Ghent, Belgium (“Deliverect” and together with Customer, the “Parties”). If applicable, references to Deliverect include references to Deliverect’s affiliates. The English version of the Terms takes precedence over any translation provided by Deliverect.

These Terms govern Customer’s access and use of Deliverect’s hardware, and software-as-service solutions (“Deliverect Services”), as well as the provision of services to onboard Customer to the Deliverect Services or services rendered in connection with Customer’s account (“Deliverect Onboarding Services”). Deliverect Onboarding Services may be separately documented in a statement of work (SOW).  

The person accepting these Terms represents and warrants that they: (i) Were given the opportunity to freely negotiate the Terms; (ii) Have full legal authority and capacity to bind the Customer under these Terms, and; (iii) Have read and understood these Terms. A person who is unable to make these representations and warranties on behalf of the Customer must refrain from accepting these Terms. 

These Terms include a product disclaimer and a limitation of liability. Under these provisions Deliverect disclaims all representations and warranties regarding the Deliverect Services and the Deliverect Onboarding Services, disclaims liability for issues arising from the Deliverect Services and the Deliverect Onboarding Services, and limits the amount of damages Deliverect may be held liable for. By accepting these Terms, Customer expressly agrees to be bound by these provisions.

General Terms of Service

Deliverect Services

These general terms, in addition to the specific supplemental terms, are applicable to all Deliverect Services and to the Deliverect Onboarding Services. 

1.Access to Deliverect Services. Access will be granted upon execution of these Terms, payment of all applicable fees, and completion of the onboarding process. The onboarding process shall not start until the setup fee for Deliverect Onboarding Services has been fully paid by the Customer. Deliverect Services are exclusively for the use of Customer, and if approved in writing by Deliverect, for the use of customer affiliates or franchisees (“Customer Affiliates”). If Customer Affiliates are approved by Deliverect, all obligations applicable to the Customer under these Terms are extended and become legally binding on the Customer Affiliates. The Customer shall be solely responsible and liable to Deliverect the compliance of these Terms by Customer Affiliates, including for their acts, omissions, and any of their applicable payment obligations. Customer will not, and will not allow third parties to use Deliverect Services and/or the Service Insights in any way that competes with Deliverect. 

2. Service Levels. Deliverect will make commercially reasonable efforts to make Deliverect Services available in accordance with Deliverect’s current service-level agreements, which may be shared upon request or accessed online if that option is made available by Deliverect. Customer acknowledges that Deliverect reserves the right to modify the scope of its service-level agreements at any time and for any reason. 

3. Add-Ons. Deliverect may offer additional solutions composed of features, modules, or functionalities that complement Deliverect Services (“Add-Ons”). Add-Ons may be separately purchased by signing an independent quote or through a self-serve flow (if this option is made available by Deliverect). Add-Ons are covered by these Terms, are subject to additional fees, and may be subject to additional terms and conditions or technical specifications and requirements. Information about the Add-Ons is available at www.deliverect.com. 

4. Deliverect Account. Customer must create an account with Deliverect to use Deliverect Services. The account credentials (username and password) are confidential and cannot be shared with third parties. Customer is  responsible for any activity occurring under its account, and shall immediately notify Deliverect if Customer confirms or suspects that the confidentiality of its account credentials was compromised.

5. Updates. Deliverect can update, remove, restrict, bundle, improve, deprecate, or modify Deliverect Services (“Update(s)”). If an Update does not materially change the way in which Deliverect Services operate (as determined by Deliverect) it will be implemented without notice, otherwise, and to the extent that the Update is not required to address safety or privacy concerns, the Update will be communicated with 30 days’ written notice. 

6. Suspension. Deliverect Services can be suspended if: (i) Deliverect suspects or confirms that Deliverect Services are used in breach of these Terms, of any law or regulation, or for unintended purposes; (ii) Deliverect suspects or confirms that the account credentials of the Customer were compromised; (iii) Customer is in arrears (in which case, Deliverect also reserves the right to suspend access to certain features or functionalities of the Deliverect Services); (iv) Customer fails to update its invoicing details; (v) There is a failure of internet infrastructure beyond Deliverect’s reasonable control; (vi) Infrastructure maintenance of Deliverect Services is required; (vii) Any of the infrastructure suppliers that support the provision of Deliverect Services  has an outage or when the services of those suppliers are down for any reason; (viii) Customer is sanctioned by the government of the United States of America, or any member state of the European Union.

7. Deliverect Onboarding Services. Deliverect Onboarding Services are subject to the setup fee that is separately agreed by Customer in a quote issued by Deliverect, or the one chosen through the self-serve process if this option is made available by Deliverect. Deliverect is not responsible or liable for any delays in the onboarding process if the onboarding process is handled by a third party on behalf of the Customer, or for any delays caused by third parties that may be involved in the onboarding process.  

8. Types of Fees. Deliverect Services may be offered under a subscription fee, transactional fee, or a hybrid fee. Customers that use any of the Deliverect Services under a fee structure that deviates from the current fee types offered by Deliverect, will be allowed to continue using such Deliverect Service(s) under the terms of the fee structure that was initially agreed (“Legacy Model”). If the Legacy Model works under a subscription model, Deliverect reserves the right to upgrade or downgrade the Subscription Fee based on the number of orders that are processed in a given month (in respect of Deliverect for Restaurants), or any other criteria agreed with Customer in respect of the other Deliverect Services. All the aspects of the Legacy Model are governed by these Terms. Customer acknowledges and agrees that Deliverect has the right, pursuant to these General Terms, to change the Legacy Model for a different fee structure or type, in which case thirty (30) days’ notice will be provided to Customer. Fees are non-refundable (including when delays in the onboarding process are caused by Customer or any third party) and may be charged by Deliverect or its affiliates (as applicable). The amount of the applicable fees, the fee type, and the fee currency are stated in the quote issued by Deliverect, or will be the ones chosen by Customer in the self-serve onboarding process (if that option was made available by Deliverect). Fees must be paid free and clear of any bank charges. 

9. Subscription Fee. The subscription fee is a fixed fee that  applies for each Customer location that receives and/or uses Deliverect Services that are offered under a subscription model. Customer may change the Subscription Period of their subscription(s) by contacting Deliverect support, or through any other channel made available by Deliverect for that purpose. Invoices for the subscription fee will be issued at the beginning of each Subscription Period and must be paid upon receipt of the invoice. 

10. Transactional Fee. The transactional fee can be fixed or variable depending on the Deliverect Service that Customer uses, and for some Deliverect Services may be represented as a success fee. This fee is applicable to Deliverect Services that are offered under a transactional model. The transactional fee may apply to each order, delivery request, or type of service that is processed or provided by Deliverect in connection with the applicable Deliverect Services. Invoices for the transactional fee shall be issued on a monthly basis and must be paid upon receipt of the invoice.  

11. Hybrid Fee. The hybrid fee is composed of a subscription fee and a transactional fee. For Deliverect for Restaurants and Retail, the subscription fee component applies to a basic range of orders (chosen by Customer from different subscription tiers) for the Subscription Period. For Dispatch, the subscription fee component applies to a basic range of delivery requests (chosen by Customer from different subscription tiers) for the Subscription Period. For Deliverect Direct, the subscription component covers access to online storefronts through social media channels integrated with Deliverect, loyalty programs, and QR codes. The transactional fee component of Deliverect for Restaurants, Retail and Dispatch covers the cost of processing additional orders and/or delivery requests during the Subscription Period, in excess of the basic orders and/or delivery requests covered by the subscription tier chosen by the Customer. Orders and delivery requests that are processed for a Customer location in connection with Deliverect for Restaurants, Retail and Dispatch will be counted to determine the total number of orders and delivery requests that were processed during the Subscription Period. For Deliverect Direct, the transactional fee component applies to online orders that are paid through the payment processing services that are accessed in connection with Deliverect Direct. Invoices for the hybrid fee will be issued on a monthly basis, however the subscription fee component must be paid by Customer upfront and prior to the creation of the subscription, whereas the transactional component of the fee will be paid in arrears. 

12. Setup Fee. The setup fee is a one-time fixed fee for the provision of Deliverect Onboarding Services. The setup fee must be paid upon receipt of the invoice issued by Deliverect.

13. Subscription Periods. Deliverect offers subscription periods of 30 days, 90 days, 6 months, or 12 months (“Subscription Period”). Longer Subscription Periods may apply for Deliverect Kiosks. The Subscription Period begins on the date the subscription is created by Deliverect. The Subscription Period shall automatically renew for an additional Subscription Periods of the same length, unless Customer provides notice to Deliverect through Deliverect’s frontend (if that option is available), by contacting Deliverect support, or through any other channel made available by Deliverect for that specific purpose, as follows: (i) 15 days notice if the Subscription Period is 30 or 90 days; (ii) 30 days notice if the Subscription Period is 6 months, and; (iii) 90 days notice if the Subscription Period is 12 months. If the subscription is terminated, Customer will lose access to the data, information, and content associated with such subscription. Deliverect may launch additional Subscription Periods by providing notice to Customer. Such notice will include information about the length of the Subscription Period, and how to interrupt the automatic renewal of the subscription. New Subscription Periods will be covered by these Terms upon providing notice to Customer.

14. Changes to the Fees. Deliverect reserves the right to increase the fees and/or change the fee structure by providing thirty (30) days’ notice to Customer. Continued use of the Deliverect Service by Customer after expiration of the notice period will be interpreted and construed as Customer’s express acceptance of the updated fees. Customer's sole recourse if Customer does not agree with the updated fees is to terminate these Terms and cease using the Deliverect Services.

15. Invoicing Details. Customer shall provide Deliverect with complete, correct and accurate invoicing and contact information, including legal name, address, e-mail address, name and telephone number of the authorized billing administrator, valid VAT/ Tax ID number, and shall update this information at the latest within thirty (30) days counted as of the moment the information changes, failing which Deliverect reserves the right to cease, suspend or interrupt access to Deliverect Services, without prejudice to its right to compensation for losses, damages and costs. Failure to update invoicing and contact information does not exclude Customer’s obligation to pay invoices. Failure to update invoicing and contact information can impact the taxes being applied. Customer have ten (10) calendar days to dispute any invoice issued by Deliverect by contacting Deliverect support. Invoices that are not disputed within this term, are deemed to be accepted by Customer.

16. Accepted Payment Methods. Customer shall pay all applicable fees exclusively via bank transfer, direct debit or credit card, or other payment methods that are approved and communicated by Deliverect, from time to time. Customer is responsible for ensuring that any credit card provided to Deliverect remains valid and has sufficient funds or credit available to cover all fees when due. Deliverect shall not be liable for any delay or disruption in service resulting from a failed or declined payment due to insufficient funds, expired cards, or other payment issues attributable to the Customer or the Customer’s bank. 

17. Interests. If payment of an invoice is not made on time, Customer will be liable for payment, without prior notice being required, from the maturity date of the invoice until payment in full of the invoice, to payment of default interest at a rate of 8% per annum (or the maximum permitted by the applicable law, whichever is higher), without detriment to Deliverect's right to compensation for losses, damages and costs effectively suffered as a result of the late payment. Deliverect reserves the right to engage a debt collector, and the Customer shall be responsible for all costs arising from such debt collection efforts.

18. Taxes. All fees charged by Deliverect are exclusive of any and all direct and indirect taxes imposed by taxing authorities. This section also applies to withholding taxes, meaning that fees must be paid free and clear of any deductions or withholding taxes that are required by the applicable law. Withholding taxes, including the formalities thereto, are the responsibility of the Customer and are to be paid separately to the relevant taxing authority. Furthermore, Customer is responsible for ensuring the accuracy and timely filing of its own tax returns. Customer is also responsible for determining, applying, managing, and displaying the applicable and accurate taxes for its products and/or services.

19. Use Restrictions. Customer agrees that Customer shall not, and shall not allow third parties to: (i) copy, duplicate, create derivative works from, frame or "mirror" Deliverect Services or any part thereof on any server or wireless or internet-based device, republish, download, display, transmit, translate, distribute or create Internet “links” to all or any portion of the Deliverect Services in any media or form; (ii) modify, reconstruct, adapt, alter, reverse compile or reverse engineer, attempt to discover the source code or underlying algorithms user interface techniques or ideas, decompile, disassemble or otherwise reduce to human-perceivable form all or any part of the Deliverect Services; (iii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make available any part of the Deliverect Services to any third party; (iv) access Deliverect Services or any part thereof for purposes of monitoring the availability, the performance or the functionality of the Deliverect Services, nor for any benchmarking or competitive purposes; (v) access or use Deliverect Services or any part thereof to provide services to third parties, to build a competitive product or service or a product or service using similar ideas, features, functionalities, functions or graphics as the Deliverect Services or any part thereof; (vi) take any action in an attempt to cause malfunction, crash, tamper with or otherwise impair the Deliverect Services or any part thereof; or (vii) take any action that would cause the any information related to the Deliverect Services to fall in public domain.

20. Service Insights. Customer acknowledges that Deliverect is the owner of the aggregated data, information, and insights that are created by Deliverect based on Customer’s use of the Deliverect Services (“Service Insights”). Deliverect reserves the right to use Service Insights for its own purposes.

21. Direct to Consumer Channels. By accepting these Terms, Customer authorizes Deliverect to feature Customer (and its locations, or Customer Affiliate locations if applicable) in direct to consumer online platforms that may be accessed in connection with Deliverect (“DCC”). Customer acknowledges and agrees that being featured in DCC: (1) May result in orders being placed by end users, which must be processed and delivered by the Customer; (2) Deliverect will share certain data from Customer (including but not limited to menu information) with DCC operators; (3) Customers shall be required to promptly disclose certain “know your customer” information with Deliverect, as requested by Deliverect, to enable payment processing services for DCC orders, and; (4) The applicable services provided by Deliverect for DCC orders, including order processing/injection in connection with Deliverect for Restaurants, delivery facilitation in connection with Dispatch, and featuring Customer (or Customer Affiliates if applicable) in DCC, are subject to additional fees which will be separately outlined in a quote issued by Deliverect. In consideration for providing access to the underlying technology to promote Customer (or Customer Affiliates if applicable) in DCC platforms, Deliverect will charge Customer a transactional fee (in the form of a service fee) for each DCC order that is processed, which Customer may, in turn, charge to the end user. Customer acknowledges that Deliverect will instruct the payment processor handling payments for DCC orders, to collect the service fee directly from the end user on behalf of the Customer and to remit it to Deliverect. Customer may opt-out from being featured in DCC by contacting Deliverect support. Customer acknowledges and agrees that DCC operators may, at their sole discretion, stop featuring Customer (or Customer Affiliates) locations in DCC platforms, and that DCC operators have absolute freedom to manage and control the operations of their DCC platforms as they see fit. Access to DCC may be suspended if Deliverect’s access to a DCC platform is revoked by the DCC operator, which shall not be construed as a breach of Deliverect’s obligations to Customer in connection with DCC hereunder. If Alexa+ is the DCC used by Customer, Customer acknowledges and agrees that: (i) This specific DCC is provided by Amazon, and (ii) Customer accepts the Amazon developer services controller to controller Agreement (available at https://developer.amazon.com/support/legal/developer_c2ca) as a condition to enter into these Terms. Amazon and its affiliates are third-party beneficiaries of  the Amazon Developer Services Controller to Controller agreement. 

22. Non-GA Services. Deliverect may invite Customer to try and test software-as-a-service (and/or generic services, as the case may be) that are not generally available to other Deliverect customers (“Non-GA Services”). Customer may accept or decline any such trial in its sole discretion. Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Non-GA Services are provided for evaluation purposes only and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms and conditions. Non-GA Services are not considered Deliverect Services hereunder and are provided without any express or implied warranty whatsoever. Deliverect may discontinue Non-GA Services at any time at Deliverect’s sole discretion and may never make them available again.

23. Tier Programs. Deliverect may introduce a tired program for Deliverect Services, where features are grouped into different tiers at different price points. Details about each tier - including features and pricing - will be shared with the Customer in the format chosen by Deliverect. The Customers acknowledges and agrees that the launch of the tier program may limit or remove access to features of the Deliverect services that were previously available. Deliverect will give Customer 30 days’ notice before the tier program is launched. During this period, the Customer can choose a preferred tier. If no selection is made, the Customer will be automatically placed in - and charged for - the tier that most closely matches their current usage of the Deliverect Services. Deliverect reserves the right to change the features included in each tier by providing thirty (30) days’ notice.  

24. Technical Support. Deliverect will provide technical support to Customers. Support can be accessed by Customers through as specified at www.deliverect.com. Deliverect reserves the right to suspend the provision of technical and operational support, or to change the scope of support services, including but not limited to when Customer is in arrears. Deliverect may introduce different support tiers to access technical and operational support, which may be subject to additional terms and fees.

25. Cooperation. Customer shall provide Deliverect all cooperation and access to accurate, complete, and up to date information required by Deliverect for the performance of these Terms and the provision of Deliverect Services. 

26. Network Requirements. Customer shall ensure that its network, file and web transfer protocols and message structures and any other systems which may be used in relation and/or in connection with the Deliverect Services, comply the specification that may be provided by Deliverect from time to time, and shall be solely responsible for procuring and maintaining the network and telecommunications connections between its IT-environment and the Deliverect Services.

27. Customer Personal Data. Customer’s use of Deliverect Direct and Dispatch requires Deliverect to process certain personal data from Customer’s end users (“Customer Personal Data”). Customer Personal Data may also be required in connection with Deliverect for Restaurants, and Deliverect Retail but only in respect of personal data that is transferred to Deliverect from Customer’s direct online sales channels, such as Customer’s own apps or websites. In these cases, Deliverect is the processor (as defined by Regulation (EU) 2016/679 (General Data Protection Regulation - “GDPR”), or any other similar category under the applicable privacy laws, of Customer Personal Data, and Customer is the controller (as defined by GDPR, or a similar role existing under other applicable privacy laws). Customer represents and warrants that Customer has appropriate legal basis to collect, process, and transfer Customer Personal Data to Deliverect. The processing of Customer Personal Data shall be governed by the terms of data processing agreement available at https://www.deliverect.com/en/dpaeu, with the following clarifications: (i) The data processing agreement is also applicable to Customer Personal Data processed in connection with Retail, and; (ii) The term DfRS, as used in the data processing agreement, means Deliverect for Restaurants.

28. Channel Data. Certain personal data from end users of third party online delivery channels - “Channel(s)” - (“Channel Data”) is required for the provision of certain Deliverect Services and Add-Ons, including Deliverect for Restaurants, and Deliverect Retail. Channel Data is only relevant for orders placed by end users on the Channels. Where Channel Data is required, such data shall be transferred to Deliverect by the Channel where the order was placed, and will be processed by Deliverect pursuant to the instructions of the Channel. Deliverect is the processor (as defined by GDPR, or any other similar role under other applicable privacy laws) of Channel Data, and the Channel is the controller (as defined by GDPR, or any other similar role under other applicable privacy laws). Channel Data will be made available to the Customer through the applicable Deliverect Services. Customer represents and warrants that it will only receive, process, use and disclose Channel Data pursuant to the terms of the contract executed between Customer and the Channels. The categories of Channel Data may vary depending on the Channel where the order was placed. 

29. No liability for third parties. Customer acknowledges and agrees that Deliverect is not liable for the acts or omissions of Customer, Channels, Selected Provider, Payment Processor, point of sale software providers, or of any other third party that may be involved in the use or provision of the Deliverect Services, including when those actions or omissions lead to failed orders, service interruptions and/or degraded performance.

30. Trademarks. Customer grants Deliverect a limited, non-exclusive and non-transferable license to use Customer’s trademarks, on a royalty free basis, to promote Customer as a paying customer of Deliverect, and display Customer as a user of the Deliverect Services. This license includes the right to reproduce and represent the trademarks for the entire world, using all means and media, and without any restriction of any kind as regards exploitation methods, number of prints, dissemination or utilization. 

31. Intellectual Property. The execution of these Terms does not change the party’s ownership of their technology, software, products, all rights throughout the world rights including copyright, know-how trademark, service marks, trade and business names, domain names, goodwill, registered designs, patents, database rights, topography rights and rights in know-how and trade secrets, whether registered or unregistered and including applications for the grant of any of the foregoing and all rights or forms of protection having equivalent or similar effect to any of the foregoing as may now exist or hereafter come into existence.

32. Confidentiality. Each recipient of confidential information (“Recipient”) agrees that it will not disclose confidential information of the disclosing party (“Discloser”) to any third parties other than to those employees, agents, directors, subcontractors, or affiliates that must have access to the Confidential Information to perform these Terms (“Representatives”). Each Recipient will ensure that Confidential Information will only be made available to those of its Representatives who have a need to access Confidential Information and who, prior to any disclosure of such Confidential Information are bound by written obligations of confidentiality with respect to such Confidential Information that are no less stringent than those set forth in these Terms. The Recipient will cause its Representatives to comply with the terms of this confidentiality section and will be solely responsible for any breach of this section by any of its Representatives. Each Recipient will not, and will not authorize others to, remove or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information. The foregoing prohibition on use and disclosure of Confidential Information will not apply to the extent: (i) the Discloser has authorized such use or disclosure and (ii) a Recipient is required to disclose certain Confidential Information of the Discloser as a matter of law or by order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose (to the extent legally permissible) and reasonably assist in obtaining a protective order prior to making such disclosure. Upon expiration or termination of these Terms and as requested by Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form. Neither party makes any representation or warranty that Confidential Information is complete or accurate; all Confidential Information is provided "as is". “Confidential Information” means any confidential, proprietary or other non-public information disclosed by or on behalf of one party of the Discloser to another the Recipient, whether disclosed verbally, in writing, or by inspection of tangible objects. Confidential Information will not include information that (a) was previously known to the Recipient without an obligation of confidentiality; (b) was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or (c) is or becomes publicly available through no fault of the Recipient.

33. Publicity. Promptly after execution of these Terms, the Parties may agree to launch a press release to promote Customer’s use of the Deliverect Services. The content and launch date of the press release will be mutually agreed by the Parties. 

34. Representations and Warranties. The Parties represent and warrant that: (i) they have full power and authority to enter into these Terms and perform their obligations hereunder; (ii) they are duly organized, validly existing and in good standing under the laws of the jurisdiction of their origin; (iii) they will comply with all applicable laws and regulations in their performance of these Terms; (iv) the content, media and other materials used or provided as part of these Terms shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.

35. Disclaimer. Deliverect makes no representations, and expressly disclaims all warranties, express or implied, statutory or otherwise, to the maximum extent permitted by applicable law, regarding the Deliverect Services, Deliverect Onboarding Services, or any portion thereof, including any implied warranty of merchantability or fitness for a particular purpose, implied warranties arising from course of dealing or course of performance, performance, reliability, availability, accuracy or completeness. Customer acknowledge and agree that Deliverect Services, and Deliverect Onboarding Services are provided “as is”. Deliverect does not warrant that Deliverect Services or Deliverect Onboarding Services shall be uninterrupted, error-free or that Deliverect Services, or Deliverect Onboarding Services, shall meet Customer’s specific needs, nor that Deliverect Services, or information provided by Deliverect in connection with Deliverect Services or the Deliverect Onboarding Services shall be free from viruses, harmful components, errors or defects (nor that the said shall be corrected), nor that Deliverect Services shall operate in combination with other services, hardware, software, system or data. Deliverect is not liable for the (in)correctness of any data provided by third parties in connection with the Deliverect Services or the Deliverect Onboarding Services, or for any malfunction of the Deliverect Services or the Deliverect Onboarding Services. The terms of this disclaimer are also applicable to Non-GA Services. 

36. Indemnification. Each party (the "Indemnifying Party") will indemnify, defend and hold harmless the other party, its affiliates and its respective directors, officers, employees and agents (the "Indemnified Party") from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively, "Losses") with respect to any third party claim arising out of or related to: (i) the gross negligence or willful misconduct of the Indemnifying Party, its affiliates, or its or their respective employees or agents in their performance of these Terms; (ii) any claims that the Indemnifying Party breached its representations and warranties offered under these Terms; (iii) any claims that the Indemnifying Party’s trademarks infringe a third party’s intellectual property rights, as long as such trademarks have been used in the manner approved by the Indemnifying Party or; (iv) any claims arising from any taxes (other than taxes upon each party’s respective income) or other fees, together with interest and penalties, that are the responsibility of the Indemnifying Party under the Terms. Customer shall further indemnify, defend and hold Deliverect harmless from any Losses related to: (i) the promotions and/or discounts offered by Customer to its clients in connection with the Deliverect Services; (ii) the nature or the quality of the products sold or delivered by Customer to its clients through, or in connection with the Deliverect Services Deliverect Direct, and/or delivered to its Customers in connection with Dispatch, and/or; (iii) Customer’s Affiliates acts, omissions, breaches of obligations under these Terms, or claims related to Customer’s Affiliates use of the Deliverect Services and/or Deliverect Onboarding Services. Each Indemnified party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at the Indemnifying Party’s expense.

37. Limitation of Liability. In no event shall Deliverect or Customer be liable for any claim for any indirect, punitive, incidental, exemplary or consequential damages, for loss of business profit, or damages for loss of business of a Customer location, Customer, or any third party arising out of these Terms, or loss or inaccuracy of data of any kind, whether based on contract, tort or any other legal theory, even if Deliverect or Customer have been advised of the possibility of such damages. Deliverect’s and Customer’s total cumulative liability of each and every kind under these Terms (including for breach of indemnification obligations) shall not exceed the lesser of Eur 2.500, or total net fees paid by the Customer to Deliverect in the twelve (12) months preceding the event giving rise to claim. The Parties agree that the liability cap set forth herein, corresponds with the actual potential risk of damages in light of the services provided by Deliverect and the circumstances under which these Terms are concluded.

38. Artificial Intelligence Systems. Deliverect may offer Deliverect Services or Add-Ons, which incorporate or utilize artificial intelligence, machine learning, or similar computational system components to generate insights, provide automation, or enhance functionalities (collectively, "AI Services"). By entering into these Terms, Customer expressly acknowledges and agrees that Deliverect may collect, analyze, and use content provided by Customer, including usage data, transactional data, operational data, and any anonymized or aggregated information derived therefrom (“Content”), solely to train, develop, and improve the AI Services and the Deliverect Services. Content may be shared with third parties, including but not limited to annotation providers of Deliverect. Customer acknowledges and agrees that: (i) AI Services are based on machine learning models that may be probabilistic in nature and can, in certain circumstances, generate outputs that are inaccurate, incomplete, or that do not meet Customer's specific expectations or requirements; (ii) AI Services are provided for informational, analytical, and automated assistance purposes only and are not intended to be a substitute for independent professional advice, human judgment, or diligent human review and verification; (iii) Customer is responsible for verifying the accuracy, completeness, and appropriateness of any outputs, recommendations, or actions generated by or based on the AI Services before relying on them or taking any action. Deliverect shall not be liable for any decisions, actions, or omissions made by Customer based on the AI Services' outputs; (iv) Deliverect makes no representations or warranties regarding the accuracy, completeness, reliability, non-infringement, or fitness for a particular purpose of any output generated by the AI Services. Customer is solely responsible for the legality, accuracy, quality, integrity, and appropriateness of all Content (including any data or inputs provided by Customer for specific AI Service functionalities) and for obtaining all necessary rights, permissions, and consents (including from relevant data subjects) for Deliverect to process and use such Content for the purposes described herein and within the AI Services.

39. Governing Law and Dispute Resolution. These Terms shall be governed by and construed in accordance with the laws of Belgium, without regard to its conflict of laws provisions. The Parties shall first endeavor to resolve amicably any disputes arising out of or in connection with the performance of these Terms. If an amicable solution cannot be reached within a reasonable timeline, the Parties hereby irrevocably submit to the exclusive jurisdiction of the competent courts of Ghent, Belgium, for the resolution of any such dispute.

40. Term and Termination. These Terms will be in effect from the Effective Date until terminated by either party. The terminating party may terminate these Terms, with immediate effect upon written notice to the other party,  if the other party: (i) Breaches any material provision of these Terms; (ii) Becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy or has a receiver or trustee appointed for its property; or; (iii) Has engaged in activity that the terminating Party reasonably believes is fraudulent or unlawful. Deliverect may terminate these Terms for convenience by providing written notice to the Customer. Upon termination of the Terms: (i) Customer’s right to access and use the Deliverect Services shall immediately cease; (ii) Customer shall immediately pay all outstanding and undisputed fees due up to the effective date of termination; (iii) Deliverect shall terminate Customer’s access to Customer’s Deliverect account, and the data residing therein, and Customer will lose access to all of the data, information, and content related to Customer’s use of the Deliverect Services. The provisions concerning payment obligations incurred prior to termination, confidentiality, indemnity, limitations of liability, governing law, dispute resolution, and any other provisions which by their nature are intended to survive, shall survive the expiration or termination of these Terms.

41. Changes to the Terms. Deliverect reserves the right to modify these Terms. Deliverect shall notify Customer of such modifications by posting an updated version on www.deliverect.com or by providing written notice to the email address associated with the Customer account and/or the email address provided by Customer for billing purposes. All modifications shall become effective thirty (30) days after notice is provided. Any non-material modifications, or modifications required by an administrative or judicial order, to comply with any applicable law or regulation, or to address security-related issues, can be implemented without prior notice. 

42. General. (i) Customer shall comply with all applicable laws and regulations (including GDPR or other applicable data protection laws, health and safety regulations, tax laws, anti-bribery, anti-money laundering, and consumer protection laws). Customer’s use of Deliverect Services is subject to all applicable local, state, national and international laws and regulations, including but not limited to all legal obligations incumbent on the Customer to mark beverages as alcoholic and label food ingredients as containing allergens. Customer will not use the Deliverect Services or any content for any purpose or in any manner that is unlawful (including, without limitation, in any manner which violates the export or trade controls of the EU or any other country) or prohibited by these Terms, or which infringes the rights of Deliverect or third parties; (ii) Any legal notice to Deliverect must be provided at . Notices to Customer will be sent to the email address associated with the Customer account and/or the email address that was provided by Customer for billing purposes. Notice terms shall be calculated using calendar days; (iii) The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provision or exercise such options; (iv) If any provision of these Terms is held to be illegal, invalid or unenforceable, such provision shall to that extent be deemed not to form part of the Terms but the legality, validity and enforceability of the remainder of these Terms shall not be affected. In that event, the Parties shall replace the illegal, invalid or unenforceable (part of the) provision with a (part of a) provision that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable (part of the) provision, given the content and purposes of the Terms; (v) Any delay in or failure by either party in the performance of these Terms shall be excused if and to the extent such delay or failure is caused by a Force Majeure Event. The affected party will promptly notify the other party upon becoming aware that any Force Majeure has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting in or interference with the performance of its obligations under the Terms. “Force Majeure Event” means an event beyond the control of the Parties, which prevents a party from complying with any of its obligations of the Terms, including but not limited to: (1) act of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods); (2) war, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilisation, requisition, or embargo; (3) rebellion, revolution, insurrection, or military or usurped power, or civil war; (4) sanitary emergencies (like for example pandemics, or epidemics); (5) riot, commotion, strikes, go slows, lock outs or disorder; or (6) acts or threats of terrorism; (vi) These Terms contain the full and complete understanding and agreement between the Parties. Unless otherwise stated herein, these Terms supersede all prior understandings and agreements, whether oral or written executed between the Parties; (vii) Customer may not assign or transfer these Terms or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of Deliverect. Deliverect reserves the right to assign these Terms or any of its rights and obligations hereunder, in whole or in part, without written notice to Customer, to any of its affiliates or to any third party, including in a Change of Control situation of Deliverect; (viii) The Parties acknowledge that there are no third party beneficiaries to these Terms - nothing contained in these Terms is intended to or shall be interpreted to create any third-party beneficiary claims; (j) If there is conflict between the General Terms and the supplemental terms, the General Terms shall control and take precedence over the supplemental terms. 

43. Change of Control. Customer shall notify Deliverect in writing within thirty (30) days of any Change of Control. "Change of Control" means: (i) The sale of all or substantially all of the Customer's or Deliverect’s assets (as the case may be); (ii) Any merger, consolidation, or acquisition of the Customer, or Deliverect (as the case may be) with, by, or into another corporation, entity, or person; or (iii) Any change in ownership of more than fifty percent (50%) of the voting securities of the Customer, or Deliverect (as the case may be) in one or more related transactions. In the event of a Change of Control of the Customer, Deliverect shall have the right, at its sole discretion, to: (i) Terminate these Terms upon thirty (30) days' written notice to the Customer; (ii) Continue to provide the Deliverect Services under the terms of these Terms; or (iii) Negotiate in good faith with the Customer or its successor to amend the commercial terms applicable to the use of the Deliverect Services to address the changes resulting from the Change of Control. 

Deliverect for Restaurants, Retail & Quest

Supplemental Terms

These supplemental terms, along with the General Terms, govern Customer’s access to and use of Deliverect for Restaurants, Deliverect Retail, and Quest. 

1.Scope. Deliverect for Restaurants is a software-as-a-service solution that allows the injection of orders coming from a delivery channel integrated with Deliverect, into a point-of-sale system integrated with Deliverect, or into Deliverect’s manager app (“Deliverect for Restaurants”). Deliverect for Restaurants may also include  access to other functionalities, including but not limited to menu and stock management, reporting tools, and other features made available by Deliverect. Deliverect Retail is the software-as-a-service solution for Customers in the retail space that allows the injection of orders coming from a delivery channel integrated with Deliverect, into a point-of-sale system integrated with Deliverect, or into Deliverect’s manager app (“Deliverect Retail”). Quest is a mobile application that allows Pickers to optimize the picking experience from the moment an order is accepted until it is dispatched (“Quest”).  

2. Quest Terms. If Customer is using Quest, the following terms are applicable: (i) Customer is responsible for providing handsets (compatible with running at least Android 11 or iOS 17 or any other requirement as shared by Deliverect) to staff picking items (“Pickers”) that can scan the barcode of the items and download, install and update Quest. Customer acknowledges and agrees that the performance of Quest may be diminished if the latest version of Quest isn’t installed. An account must be created by Customer for a Picker to use Quest (“Quest Account”), which requires Customer to disclose the email address, first name, and last name (“Picker Data”) of the Pickers using Quest. The Customer represents and warrants that Customer has the necessary legal grounds to submit the Picker Data to create the Quest Account and will indemnify Deliverect from any liability related thereto. The Parties acknowledge that Deliverect is the controller (as defined by GDPR) of Picker Data, and that such data shall be processed in connection with Quest’s privacy notice available at www.deliverect.com/en/quest-app-privacy-notice. To the extent that Picker Data or Picker performance data is provided to the Customer, the Customer shall process such data in its role as an independent controller (as defined by the GDPR) under the Controller to Controller Data Processing Terms for EU Customers (available at www.deliverect.com/en/controller-to-controller-data-processing-agreement),or under the Controller to Controller Data Processing Terms for Non-EU Customers (available at www.deliverect.com/en/ssccontroller-to-controller); (ii) Customer shall: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Quest; (b) prevent unauthorized access to, or use of Quest, and notify Deliverect promptly of any such unauthorized access or use; (c) comply with all applicable laws, and written or electronically provided instructions from Deliverect in using Quest; and (d) Customer is responsible for all activities that occur in the Quest Account and for Picker’s compliance with these Terms.

Dispatch

Supplemental Terms

These supplemental terms, along with the General Terms, govern Customer’s access to and use of Dispatch. 

1.Scope. Dispatch is a software-as-a-service solution that facilitates the provision of delivery services by connecting the Customer with delivery providers (“Dispatch”). The merchant of delivery services is either the delivery provider chosen by the Customer (“Selected Provider”), or the couriers of the Selected Provider (as the case may be). Deliverect is not responsible for providing delivery support to the Customer. Customer must enter into a separate agreement with the Selected Provider for the provision of delivery services (“Delivery Terms”). 

2. Delivery Requests. Dispatch will allow the Customer to send delivery requests to the Selected Provider. If Dispatch is used in connection with orders placed through Deliverect Direct, Deliverect reserves the right to instruct the Payment Processor to make a temporary authorization hold on Customer’s credit card for the total amount of the applicable fees owed by the Customer for the transaction. If the authorization hold fails, Customer will not be able to place the delivery request with the Selected Provider. If the authorization hold is successful, the delivery request will be transferred to the Selected Provider, and the total amount of the applicable fees will be charged upon completion of the delivery service. Each delivery request that is placed by Customer through Dispatch and that is accepted by the Selected Provider, creates a legally binding relationship between Customer and the Selected Provider. Customer acknowledges and agrees that Deliverect is not a party, and will not be a party of the Delivery Terms.

3. Delivery Fee. In consideration for the provision of delivery services, Customer shall pay the delivery fee (and/or the cancellation fee, as the case may be) agreed to with the Selected Provider under the Delivery Terms. The delivery fee and the other information related to the delivery services shall be provided to the Customer before placing a delivery request. Customer acknowledges that the final amount of the delivery fee (or any additional surcharges) may be different to the one initially communicated by Dispatch, as a result of the covenants and agreements executed between Customer and the Selected Provider in the Delivery Terms. Customer hereby authorizes Deliverect to share Customer’s invoicing information and details with the Selected Provider.

4. Customer Personal Data. Certain Customer Personal Data will be processed by Deliverect, under the instructions of the Customer, to provide Dispatch services to Customer. Customer instructs Deliverect to share Customer Personal Data with the Selected Provider.

5. Courier Data. Certain personal data (as defined by GDPR or other applicable privacy regulations) from the couriers of the Selected Provider (“Courier Data”) may be shared with the Customer in connection with Dispatch services. Where Courier Data is required, such data shall be disclosed to Customer by Deliverect pursuant to the instructions of Selected Provider. Deliverect is the processor (as defined by GDPR, or any other similar role under other applicable privacy regulations) of Courier Data on behalf of the Selected Provider, and the Selected Provider is the controller (as defined by GDPR, , or any other similar role under other applicable privacy regulations). Customer acknowledges and agrees that Customer will only receive, process, use and disclose Courier Data as agreed with the Selected Provider in the Delivery Terms, and/or in any other contract executed between Customer and the Selected Delivery Provider for that purpose.

6. Compliance. Customer hereby represents and warrants that it shall not, and will not allow third parties to use Dispatch to request the delivery of illegal items or products, including but not limited to firearms, drugs, hazardous materials, adult content material, subscriptions or entertainment, any kind of financial instruments, products that breach third party’s intellectual property rights, or any and all products or items that are restricted by law or regulation (“Restricted Products”), or to use Dispatch in any way that violates any applicable laws. Customer shall be liable for, and shall indemnify and hold harmless Deliverect from and against, any claims, damages, losses, or liabilities arising out of (i) the Customer’s use of Dispatch to procure the delivery of Restricted Products, or (ii) any use of Dispatch by the Customer in violation of applicable laws or regulations.

Deliverect Direct

Supplemental Terms

These supplemental terms, along with the General Terms, govern Customer’s access to and use of Deliverect Direct.

1.Scope. Deliverect Direct is a suite of software-as-a-service solutions that allows Customer to create and operate first-party mobile applications and websites, sell Customer’s products via online storefronts through social media channels integrated with Deliverect, create and manage loyalty programs, and create QR codes to enable digital ordering in physical locations (collectively “Deliverect Direct”). Additional terms may be applicable in connection with Deliverect’s first-party mobile application. 

2. Payment Processing. By default, payment processing services that are accessed by Customer in connection with Deliverect Direct, are provided by  third party payment processors integrated with Deliverect (“Payment Processor”). Notwithstanding, Deliverect may offer a functionality - subject to additional fees - that allows the Customer to use its current payment processor (instead of using the Payment Processor) to process payments of orders placed in connection with Deliverect Direct. Deliverect may charge fees to Customer for providing the underlying technology that enables payment processing services in connection with Direct. 

3. Relationship with the Payment Processor. Customer is required to enter into a contract with the Payment Processor and disclose certain information (including Know Your Customer - KYC information) prior to being able to access payment processing services. Failure to provide accurate, up-to-date, and complete KYC information will prevent Customer from accessing Deliverect Direct and the payment processing services of the Payment Processor. 

4. Appointment of Payment Processor. By using Deliverect Direct in connection with the Payment Processor, Customer appoints the Payment Processor as Customer’s limited payment collection agent solely for the purpose of: (i) accepting payment of the price defined by Customer for its products (excluding any discounts or promotions) (“Retail Price”) and the applicable taxes and other fees and; (b) Transferring the Retail Price (plus VAT and any other fees collected on Customer’s behalf) less the retained charges and/or the applicable Fees (“Final Revenue”). Deliverect or the Payment Processor may, from time to time, request information from Customer to confirm Customer’s identity as may be necessary under any applicable compliance obligations before any payments are transferred to Customer. The Payment Processor may refuse to process payments to Customer if there are legal or regulatory risk or potential breach of law or regulation associated with such transfer to Customer. The Payment Processor can reject Customer’s request for the provision of payment processing services. Deliverect does not endorse the Payment Processor, and disclaims any and all liability associated with the services provided by the Payment Processor in connection with Deliverect Direct. 

5. Account Configuration. Customer grants Deliverect the right to configure Customer’s account profile and fraud scoring rules on Customer’s account with the Payment Processor. Customer acknowledges and agrees that Deliverect may set restrictions on the amount of payments that can be processed by Customer in connection with the payment process services access in connection with Deliverect Direct. 

6. Chargebacks and Refunds. Customer shall immediately reimburse Deliverect any Chargebacks and/or Refunds that are collected from Deliverect by the Payment Processor due to the lack of sufficient funds from the Final Revenue, to charge those Chargebacks or Refunds directly from Customer. Customer acknowledges that Deliverect may instruct the Payment Processor to deduct the amounts of the Chargebacks and/or Refunds from the Final Revenue. “Chargeback” means a transaction which is successfully charged back on request of the account holder or the issuer of the payment method pursuant to the relevant rules of the owner of the payment method resulting in a cancellation of the transaction in respect of which Customer has been paid or was due to be paid. “Refund” means a (partial) reversal of a particular transaction, whereby the funds are reimbursed to the account holder on the initiative or request of the Customer. Customer hereby acknowledges and agrees that Customer shall be fully liable and responsible for any fines imposed on Deliverect by the Payment Processor and/or the party offering and/or regulating the relevant payment method used by Customer’s client, as a result of the acts or omissions incurred in by Customer in the use of the payment processing services provided by the Payment Processor or the payment method offered by the party that offers and/or regulates such payment method. 

7. Commitment. Customer represents and warrants that it will not use Deliverect Direct or the payment processing services provided by the Payment Processor to sell any Restricted Products, or any products prohibited by the Payment Processor as listed on its website, which Customer acknowledges having reviewed and understood.

8. Revenue Transfer. Unless otherwise notified by Deliverect, the Payment Processor will transfer the Final Revenue to the Customer on a weekly basis. The Customer may choose a shorter frequency, or to receive additional disbursements, which is subject to additional fees. 

9. Promotions, Discounts, and Loyalty. Customer represents and warrants that any promotions, discounts, or loyalty programs offered in connection with Deliverect Direct shall comply with all applicable laws and regulations, including but not limited to privacy and consumer protection laws. Customer is responsible for creating, and displaying the terms and conditions that apply to the promotions, discounts, and loyalty programs. Customer acknowledges and agrees that Deliverect bears no responsibility or liability whatsoever for the discounts, promotions, or loyalty plans offered by the Customer to its end users. For the sake of clarity, the concept of Retail Price, will only be used for the purpose of calculating the applicable fees that Customer has to pay to Deliverect. Accordingly, if Customer provides discounts or promotions to its clients, such discounts and promotions may be deducted from the payment that Customer receives, and they will not be taken into consideration for the purpose of calculating the applicable fees.

10. End User Support. Customer shall be responsible for providing support to Customer’s end users for any issues that may arise and/or are related to the products sold in connection with Deliverect Direct, or the delivery of the same. 

11. Availability of Products. Customer will make products available for purchase through Deliverect Direct. Customer will prepare, handle, and store all products in accordance and in compliance with all applicable laws and regulations, including but not limited to food safety and hygiene requirements and regulations. 

12. Refunds for Defective Products. Customer is responsible for all costs related to reimbursement to end users in the event any such end users request reimbursement for defective products or otherwise unsatisfactory products (including, without limitation, any costs associated with retrieving any such defective products or otherwise unsatisfactory products, if applicable).

13. Alcohol. Customer represents and warrants that it holds, and will maintain in good standing, all licenses and permits required to sell and, if applicable, deliver alcohol. Customer further warrants that it will comply with all applicable laws and regulations in connection therewith, including, without limitation, legal age requirements and time-based restrictions. Upon request, Customer shall provide copies of such licenses and permits to Deliverect.

14. Retail Price. Customer is the "retailer" or "seller" of all products (including delivery services related to such products) offered through Deliverect Direct. Customer is responsible for determining and setting Retail Price for each product to be made available for sale via Deliverect Direct. Customer is solely responsible for the correct application and remittance of all applicable VAT, seller's use, transaction privilege, privilege, general excise, gross receipts, meals tax and similar transaction taxes in connection with the sale of products. 

15. Privacy Considerations. Customer is the controller (as defined by the GDPR) of personal data of Customer’s clients that is shared with Deliverect in connection with Direct (“Customer Personal Data”) and Deliverect is the processor (as defined by GDPR). Customer is required to incorporate a link to its cookie policy and privacy notice on each one of the online sites associated with Direct, and to comply with all the obligations of the GDPR or the applicable data protection laws. Customer Personal Data will be processed under the Data Processing Terms available at www.deliverect.com/en/dpaeu. Customer represents and warrants that Customer has appropriate legal basis, as required by GDPR or the applicable data protection laws, to send communications to its clients (through the channels made available by Direct), and to use their personal data for marketing, sales, and loyalty purposes. The communications that are sent in this context by Customer, and the content of the same, shall comply with any applicable laws at all times.

Resolve

Supplemental Terms

These supplemental terms, along with the General Terms, govern Customer’s access to and use of Resolve.

1.Scope. Resolve is a software-as-a-service solution that uses an artificial intelligence system developed by Deliverect, to analyze live videos of orders being packed at the packing station of Customer's locations (“Resolve Location(s)”), with the goal of providing evidence that may allow Deliverect to dispute refund claims for orders placed by Customer’s end users through third party online delivery channels. 

2. Refund Requests. If the output produced by Resolve is conclusive (as determined by Deliverect), Deliverect will challenge the refund request of order on Customer’s behalf. Customer acknowledges that Deliverect can only challenge refund requests for orders that are sent to Deliverect third party online delivery channels or by Customer. Deliverect may create reports with the number of refunds that were challenged, which may also include information about the refund success rate, and recommendations to prevent future refund requests.

3. Hardware. Resolve requires the installation of hardware at the Resolve Locations. Deliverect will provide Customer with the contact details of its preferred hardware vendors, enabling Customer to liaise directly with a selected vendor and enter into a separate purchase and installation agreement (“P&I Contract”)." Customer shall notify Deliverect upon completion of the installation process. Customer acknowledges and agrees that: (i) Resolve cannot be used until the hardware is installed; (ii) Deliverect is not liable or responsible for the acts or omissions of the selected hardware provider, including but not limited to breaches of hardware provider’s obligations under the P&I Contract, or malfunction, errors, problems, damages, or bugs of the cameras (including when these issues interrupt and/or lead to degraded performance the provision of Resolve services); (iii) Deliverect is not (and will not) be a party to the P&I Contract; (iv)  Hardware and service guarantees, as well as the hardware replacement process (if the hardware or damaged or broken) must be agreed between Customer and the hardware provider in P&I Contract; (v) Customer acknowledges and agrees that cameras (which are included in the hardware required for Resolve) will record a live-feed video of the Resolve Location’s packing stations, which shall be transmitted to and stored by Deliverect for the provision of Resolve services; (vi) Customer is not entitled to refunds of the applicable Pulse fees if the provision of Resolve services is interrupted or subject to degraded performance as a result of problems with the hardware required for the operation of Resolve, and; (vii) Deliverect shall promptly notify Customer after becoming aware of any issues with the cameras. 

4. Accuracy Rate. Customer acknowledges and agrees that Resolve does not guarantee a 100% accuracy rate, meaning that the artificial intelligence that powers the service may misinterpret the footage of the video recordings and reach wrong conclusions. Human intervention may be deployed to verify the system’s output.  Deliverect will share best practices with Customer to explain how to pack orders and display the invoice/receipt of the order in the Resolve Location’s packing station to increase the accuracy rate from the output of the footage processed in connection with Resolve. Customer acknowledges and agrees that not following best practices provided by Deliverect may negatively impact Resolve’s accuracy rate.

5. Artificial Intelligence Training. Customer acknowledges and agrees that Deliverect will use images from video recordings gathered in connection with Resolve, and the underlying data therein, to train and improve the artificial intelligence components of Resolve. Personal data (as defined by GDPR) that may have been captured in the video recordings is not required for, and will not be used in connection with this purpose. Any intellectual property derived from this use case shall exclusively belong to Deliverect. Customer’s only recourse to avoid video recordings from being used in connection with this use case is to stop using Resolve. 

6. Additional Use Cases. Customer acknowledges and agrees that Deliverect will use the video recordings for product development and improvement, and for analytical, trend-spotting, and insight development purposes - any intellectual property derived from these use cases shall exclusively belong to Deliverect. Personal data (as defined by GDPR) that may have been captured in the video recordings is not required for, and will not be used in connection with these purposes.

7. Video Disclosure. Customer acknowledges and agrees that Deliverect will disclose video recordings if required by law, or by governmental or judicial order. To the extent that doing so does not compromise Deliverect’s liability and/or leads to the violation of applicable laws and regulations, Deliverect will use commercially reasonable efforts to notify Customer promptly after becoming aware of the legal obligation or the judicial or governmental order to disclose video recordings. Furthermore, Customer acknowledges and agrees that Deliverect may share video recordings captured for Resolve, with the Channels and/or with third parties engaged by Deliverect to improve or develop Resolve or its AI system and components, including but not limited to annotation providers. 

8. Irregular Video Recordings. Deliverect shall promptly notify Customer after becoming aware of unusual behaviors captured in the video recordings processed in connection with Resolve, such as behaviors that were not intended to be recorded in the context of services provided with Resolve, including but not limited to sexual, violent, or illegal interactions. Customer shall provide instructions to Deliverect regarding the handling of video recordings that capture unusual behavior. Customer acknowledges and agrees that Resolve services are not intended for staff surveillance or monitoring purposes. 

9. Privacy Considerations. Personal data (as defined by GDPR) from Customer’s staff of the Resolve Locations (“Staff’s Data”) is not required by Deliverect to provide Resolve services. If the cameras are installed following the technical specifications and best practices provided by Deliverect, the possibility of recording Staff’s Data is reduced, but not completely eliminated. If Staff’s Data is inadvertently recorded in the videos, it will be processed by Deliverect acting as the processor (as defined by GDPR) of the Customer, pursuant to the terms of the data processing agreement presented by the Customer. To the extent that Staff’s Data is processed in connection with Resolve services, Customer hereby represents and warrants that it will comply with all the obligations that apply to Customer as a controller of Staff’s Data under the GDPR and/or any other applicable privacy regulations, and specifically the ones attached to video recordings. Furthermore, Customer hereby represents and warrants that Customer will comply with any other regulations that may be applicable to the scope of the Resolve services provided Deliverect, including but not limited to employment, and video surveillance regulations (if applicable). 

Deliverect Kiosk

Supplemental Terms

These supplemental terms, along with the General Terms, govern Customer’s access to and use of Deliverect Kiosks. Unless otherwise notified in writing by Deliverect, Deliverect Kiosks are provided to Customer by Tabesto SAS, a company incorporated and existing under the laws of France, with registered address at  its registered office at 112, avenue de Paris 94 300 Vincennes, France, and with company number 817 490 899, which is a Deliverect affiliate. 

1.Scope. Deliverect Kiosk is software-as-a-service solution developed to power Customer’s in-store ordering using hardware that can include digital terminals configured for such purpose (“Deliverect Kiosk”).

2. Invoicing and Payment Term. Unless otherwise notified by Deliverect, invoices for the applicable subscription hybrid, or transactional fee, will be issued either upon the earlier of: (i) completion of Customer’s onboarding, or, (ii) within thirty (30) upon delivery of the Hardware. Invoices for the Hardware will be issued (i) up front and prior to delivery in case of Direct Purchase; (ii) in case of Installment Purchase the invoice for the initial deposit shall be issued up front and due prior to delivery of the Hardware, whereas the invoices for the remaining installments shall be issued monthly; iii) in case of Financial Lease, invoices shall be issued as agreed upon in the Financial Lease Agreement, and; (iv) in case of Hardware Transactional Fee, invoices shall be issued monthly.

3. Hardware. Deliverect makes available for purchase by Customer, certain self-ordering kiosk hardware units ("Hardware"). Technical information about the Hardware will be provided by Deliverect upon request. The purchased Hardware shall be included in a separate quote issued by Deliverect. The Hardware shall be delivered in accordance with the technical specifications and delivery timelines set forth in these Terms.

4. Purchase Options. Customer shall select one of the following purchase options - the selected method shall govern all terms of payment and ownership transfer related to the Hardware: 

a) Direct purchase: Customer shall remit payment in full for the Hardware within 30 days following the issuance of the Deliverect’s invoice and in any events prior to delivery of the Hardware. Payment in full shall be a condition precedent to the shipment of any Hardware. Title to, and risk of loss in, the Hardware shall pass to the Customer upon delivery to the Customer’s designated location, in accordance with the delivery terms stipulated herein.

b) Installment Purchase: Customer shall acquire the Hardware directly from Deliverect, subject to a payment plan whereby the total purchase price shall be paid in equal monthly installments over a period as further detailed in the quote issued by Deliverect. An initial deposit, corresponding to a percentage of the purchase price, as indicated by Deliverect, can be due upon the execution of these Terms. Thereafter, the remaining payments shall be made in accordance with the payment schedule set forth in quote. Title to the Hardware shall pass to Customer only upon Deliverect’s receipt of payment in full of the total purchase price, whereas risk of loss shall pass to Customer upon delivery. In case Customer fails to make timely payment, Deliverect shall have the right to reclaim the Hardware from Customer’s premises, and Customer shall provide full collaboration. Any and all costs connected thereto shall be borne by Customer.

c) Financial Lease: Customer shall enter into a leasing arrangement (“Financial Lease Agreement”) with a third-party financial lessor approved by Deliverect. The term and payment conditions of the lease shall be as agreed upon in the Financial Lease Agreement. During the lease term, title to the Hardware shall remain with the designated lessor. Upon the expiration of the lease term, Customer can have the option as set out in the Financial Lease Agreement, exercisable in writing, to either (i) renew the lease under mutually agreed terms, or (ii) return the Hardware in good working condition, reasonable wear and tear excepted. Customer shall have the option to purchase the Hardware directly from Deliverect upon the expiration of their Financial Lease Agreement insofar they renew their Kiosk subscription with Deliverect. Delivery shall take place as set out in the Financial Lease Agreement. Unless otherwise notified by Deliverect, the financial lease option is exclusively available for Customer that are located in France.

d) Hardware Transactional Fee. Deliverect shall provide the Hardware to Customer without an upfront fee. This option is only made available to Customers that sign up for thirty-six (36) months subscription term during which Deliverect retains full legal title to the Hardware. Customer acknowledges that shipping, setup, VAT and other taxes linked to shipping the Hardware and installation costs are excluded from the financing and invoiced separately. Customer agrees to pay the fixed fee per order processed through the Hardware as set forth in the quote (the "Hardware Transactional Fee"). The Hardware Transactional Fee covers the purchase price of the Hardware which is fixed at the price mentioned in the quote provided by Deliverect, the connected software and technology components, and the operationalprefinancing risk and other related costs of Deliverect which will amount to the Hardware Transactional Fee paid by Customer that exceeds the Hardware purchase price mentioned in the quote. Thise Hardware tTransactional fFee shall be invoiced monthly. If the average monthly order volume per Hardware digital terminal falls below the "Minimum Order Threshold" defined in the quote after the first six (6) months of the subscription, Deliverect reserves the right to adjust the Hardware Transactional Fee or terminate the subscription and/or reclaim the Hardware. In the event of termination within the first twelve (12) months, Customer shall be liable for a feeshortfall penalty equal to the difference between the Hardware Transactional Fees actually paid and thefe Fees payable had the Minimum Order Threshold been met. 

5. Delivery and Installation. Deliverect shall deliver the Hardware to the location(s) designated by Customer following confirmation of payment or execution of these Terms, depending on the selected financing option. Unless otherwise agreed in writing, delivery shall be FOB (Incoterms 2020). If installation services are included, Deliverect shall perform installation of the Hardware through qualified personnel or a third party appointed by Deliverect. Customer shall ensure that the installation site meets all infrastructure requirements, including but not limited to power, connectivity, and physical access, as outlined in any site requirements that may be communicated by Deliverect from time to time. 

6. Hardware Warranty. Deliverect warrants that the Hardware shall be free from defects in materials and workmanship under normal use for a period of 12 months from the date of delivery. During the warranty period, Deliverect shall, at its sole expense and discretion, repair or replace any Hardware component that proves to be defective, provided that such defect is not attributable to misuse, abuse, unauthorized modification, neglect, accident, or external causes beyond Deliverect’s control. Any replacement components may be new or refurbished, subject to the Deliverect’s discretion. Any shipment or transportation costs associated will be the responsibility of the Customer. Customer shall promptly notify Deliverect of any defects that would constitute a claim under warranty. Such notice shall include the description of the defect, the serial number and location of the affected Hardware. 

7. Maintenance and Support. During the warranty period, Deliverect shall provide standard support and maintenance services relating to the Hardware to Customer.

8. Title and Risk of Loss. Risk of loss in the Hardware shall pass to the Customer upon delivery, irrespective of the selected purchase option. Title shall pass to the Customer upon (i) completion of payment in the case of direct purchase, (ii) completion of the final installment payment in the case of the installment purchase option, (iii) as set out in the Financial Lease Agreement, or (iv) in case of Hardware Transactional Fee, at the end of the thirty-six (36) months and upon full payment of the invoiced Hardware Transactional Fee. 

9. Data Access Agreement. Customer and Deliverect acknowledge that certain data generated through the use of the Hardware and Deliverect Kiosk, may fall within the scope of Regulation (EU) 2023/2854 (“EU Data Act”). The conditions under which such data may be accessed, used, shared, or requested by Customer are governed by the Data Access Agreement attached to these Terms as an exhibit  (“Data Access Agreement”). The Data Access Agreement forms an integral and binding part of these Terms. In the event of any conflict between the provisions of the Terms and the Data Access Agreement, the terms of the Data Access Agreement shall prevail with respect to any matter relating to data access, sharing, or use. By entering into a contract with Deliverect, Customer confirms that it has received, read, and accepted the Data Access Agreement prior to contract conclusion.

10. Extension. Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15 of the Deliverect Direct supplemental terms are also applicable to Deliverect Kiosks. 

Reclaim

Supplemental Terms

These supplemental terms, along with the General Terms, govern Customer’s access to and use of Reclaim.

1.Scope. Reclaim is a technology service provided by Deliverect to dispute refund requests - that fall under the criteria determined by Deliverect - received by the Customer for orders placed through third-party delivery channels (“3P Channels”). 

2. Appointment. Customer acknowledges and agrees that in order for Deliverect to provide Reclaim services, Deliverect must be appointed as an authorized user within the Customer’s back-office system on the relevant Channel (“BO System”). Customer shall promptly assign Deliverect a role within the BO System that enables Deliverect to perform Reclaim services. Customer represents and warrants that it has the authority to appoint Deliverect as an authorized user in the BO System, as required for the provision of Reclaim services, and to grant Deliverect access to all data available within the BO System which is available for the assigned role.

3. Personal Data. Personal Data, as defined by GDPR, is not processed, nor required, for the provision of Reclaim services. 

4. Transactional Data. Transactional data required for the provision of Reclaim services may be retrieved, via API integrations, by Deliverect from certain 3P Channels. Transactional data from 3P Channels that are not integrated with Deliverect will be retrieved from the BO System. Customer shall ensure that the role under which Deliverect is appointed to manage the BO System, allows for the extraction of transactional data required for the provision of Reclaim service. Customer represents and warrants that Customer has the legal right to allow Deliverect to extract transactional data from the BO System for the provision of Reclaim services.

Data Access Agreement - User to Data Holder

EU Data Act 

This Data Access Agreement (“DAA”) is executed between Deliverect NV and its Affiliate Tabesto SAS (“Data Holder”) and Customer (“User”) referred collectively as the “Parties”, and independently as a “Party”, to meet the requirements of Regulation (EU) 2023/2854 (“Data Act”). Capitalized terms that are not defined in this DAA shall have the meaning provided to them in the framework services agreement (if User signed a standalone contract), Terms (if User only signed a quote), or the Data Act (as the case may be). 

1.Product / Related Services. This DAA is made with regard to:

1.1. The following connected product (the “Product”): Kiosk Terminal (Hardware);

1.2. The following related services (the “Related Services”): Kiosk Software as a service solution that enables Kiosk Terminal (Hardware) to receive and process orders placed by end users;

The User declares that they are either the owner of the Product or contractually entitled to use the Product under a rent, lease or similar contract and/or to receive the Related Service(s) under the framework service agreement or the Terms.

2. Data Covered by the DAA. 

The data covered by this contract consist of any readily available Product Data or Related Service(s) Data within the meaning of the Data Act (the “Data”). The Data consist of the Data listed in Appendix 1, with a description of the type or nature, estimated volume, collection frequency, storage location and duration of retention of the Data. If, during this DAA, new data are made available to the User, Appendix 1 will be amended accordingly.

3. Data use and sharing by the Data Holder.

3.1. Agreed use of non-personal Data by the Data Holder.

3.1.1. The Data Holder undertakes to use the Data that are non-personal Data only for the purposes agreed with the User as follows: (a) performing any agreement with the User or activities related to such agreement (e.g. enabling placement of orders through the Kiosk Terminal, initiating payment with integrated payment partners, generating receipts (printed or digital), enabling loyalty features, syncing menu items and prices, providing sales/performance analytics); (b) providing support, warranty, guarantee or similar services or to assess User’s, Data Holder’s or third party’s claims (e.g. regarding malfunctions of the Product) related to the Product or Related Service; (c) monitoring and maintaining the functioning, safety and security of the Product or Related Service and ensuring quality control; (d) improving the functioning of any product or related service offered by the Data Holder; (e) developing new products or services, including artificial intelligence (AI) solutions, by the Data Holder, by third parties acting on behalf of the Data Holder (i.e. where the Data Holder decides which tasks will be entrusted to such parties and benefits therefrom), in collaboration with other parties or through special purpose companies (such as joint ventures); (f) aggregating these Data with other data or creating derived data, for any lawful purpose, including with the aim of selling or otherwise making available such aggregated or derived data to third parties, provided such data do not allow specific data transmitted to the Data Holder from the connected product to be identified or allow a third party to derive those data from the dataset.

3.1.2. The Data Holder undertakes not to use the Data to derive insights about the economic situation, assets and production methods of the User, or about the use of the Product or Related Service by the User in any other manner that could undermine the commercial position of the User on the markets in which the User is active. None of the Data uses agreed to under clause 3.1.1 may be interpreted as including such Data use, and the Data Holder undertakes to ensure, by appropriate organisational and technical means, that no third party, within or outside the Data Holder’s organisation, engages in such Data use.

3.2. Sharing of non-personal data with third parties and use of processing services.

3.2.1. The Data Holder may share with third parties the Data which is non-personal data, if: (a) the Data is used by the third party exclusively for the following purposes: i) assisting the Data Holder in achieving the purposes permitted under clause 3.1.1; ii) achieving, in collaboration with the Data Holder or through special purpose companies, the purposes permitted under clause 3.1.1; and (b) the Data Holder contractually binds the third party: i) not to use the Data for any purposes or in any way going beyond the use that is permissible in accordance with previous clause 3.2.1 (a); ii) to comply with clause 3.1.2; iii) to apply the protective measures required under clause 3.4.1; and iv) not to share these Data further unless the User grants general or specific agreement for such further transfer, or unless such Data sharing is required, in the interest of the User, to fulfil this Contract or any contract between the third party and the User. If the User agrees to the further transfer, the Data Holder should oblige the third party with whom they share Data to include the clauses corresponding to points (i) to (iv) in their contracts with recipients.

3.2.2. The Data Holder may always use processing services, e.g. cloud computing services (including infrastructure as a service, platform as a service and software as a service), hosting services, or similar services to achieve the agreed purposes under clause 3.1. The third parties may also use such services to achieve the agreed purposes under clause 3.2.1 (a).

3.3. Use and Sharing of Personal Data by the Data Holder.

The Data Holder may use, share with third parties or otherwise process any Data that is personal data, under a legal basis provided for and under the conditions permitted under Regulation (EU) 2016/679 (GDPR) and, where relevant, Directive 2002/58/EC (Directive on privacy and electronic communications).

3.4. Protection Measures.

3.4.1. The Data Holder undertakes to apply the protective measures for the Data that are reasonable in the circumstances, considering the state of science and technology, potential harm suffered by the User as a result of Data loss or disclosure of Data to unauthorised third parties and the costs associated with the protective measures.

3.4.2. The Data Holder may also apply other appropriate technical protection measures to prevent unauthorised access to Data and to ensure compliance with this contract.

3.4.3. The User agrees not to alter or remove such technical protection measures unless agreed by the Data Holder in advance and in writing.

4. Data access by the User upon request.

4.1. Obligation to make Data available. The provisions set forth in this section shall apply if Data cannot be directly accessed from the Product or the Related Service. 

4.1.1. The Data, together with the relevant metadata necessary to interpret and use those Data must be made accessible to the User by the Data Holder, at the request of the User or a party acting on their behalf. The request can be made using the form specified in Appendix 2, sent to the Deliverect Support team through the Help Center and the chat function on https://help.deliverect.com/en/ .

4.1.2. The Data Holder shall make the Data which is personal data available to the User, when the User is not the data subject, only when there is a valid legal basis for making personal data available under Article 6 of Regulation (EU) 2016/679 (GDPR) and only, where relevant, the conditions set out in Article 9 of that Regulation and of Article 5(3) of Directive 2002/58/EC (Directive on privacy and electronic communications) are met. In that respect, when the User is not the data subject, the User must indicate to the Data Holder, in each request presented under the previous clause, the legal basis for processing under Article 6 of Regulation (EU) 2016/679 (and, where relevant, the applicable derogation under Article 9 of that Regulation and Article 5(3) of Directive (EU)2002/58) upon which the making available of personal data is requested.

4.2. Data characteristics and access arrangements.

4.2.1. The Data Holder must make the Data available to the User, free of charge for the User, with at least the same quality as it becomes available to the Data Holder, and in any case in a comprehensive, structured, commonly used and machine-readable format as well as the relevant metadata necessary to interpret and use those Data. The Data Holder must specify the Data characteristics and inform the User of these specifications in Appendix 1.

4.2.2. The Data Holder and User may use the services of a third party (including a third-party providing Data Intermediation Services as defined by Article 2 of Regulation (EU) 2022/868) to allow the exercise of the User’s rights under clause 4.1 of this contract. Such third party will not be considered a Data Recipient under the Data Act, unless they process the Data for its own business purposes. The party requiring the use of such a third party must notify the other party in advance.

4.2.3. The User must receive access to the Data: (a) easily and securely by the Data being transmitted, or by access to the Data where it is stored (as the case may be); (b) without undue delay after the Data becomes available to the Data Holder; and (c) Continuously and in real-time, or with appropriate frequency (as applicable). The Data Holder must specify these access arrangements and inform the User of these specifications in Appendix 1.

4.2.4. The Data Holder must provide to the User, at no additional cost, the means and information strictly necessary for accessing the Data in accordance with article 4 of the Data Act. This includes, in particular, the provision of information readily available to the Data Holder regarding the origin of the Data and any rights which third parties might have with regard to the Data, such as rights of data subjects arising under Regulation (EU) 2016/679 (GDPR), or facts that may give rise to such rights. In order to meet these requirements, the Parties agree on the specifications set out in Appendix 1, which forms an integral part of this Contract.

4.3. Feedback Loops.

If the User identifies an incident related to clause 2 on the Data covered by the Contract, to the requirements of clauses 4.2.1 or 4.2.3 or of Appendix 1 on the Data quality and access arrangements and if the User notifies the Data Holder with a detailed description of the incident, the Data Holder and the User must cooperate in good faith to identify the reason of the incident. If the incident was caused by a failure of the Data Holder to comply with their obligations, they must remedy the breach within a reasonable period of time. If the Data Holder does not do so, it is considered as a fundamental breach and the User may invoke clause 12 of this DAA (remedies for non-performance). If the User considers their access right under Article 4 (1) of the Data Act to be infringed, the User is also entitled to lodge a complaint with the competent authority, designated in accordance with Article 37(5), point (b) of the Data Act

4.4. Unilateral changes by the Data Holder.

The Data Holder may, in good faith, unilaterally change the specifications of the Data or the access arrangements stated in Appendix 1, if this is objectively justified by the general conduct of business of the Data Holder– for example by a technical modification due to an immediate security vulnerability in the line of the products or related services or a change in the Data Holder’s infrastructure. The Data Holder must in this case give notice of the change to the User without undue delay after deciding on the change. Where the change may negatively affect Data access and use by the User more than just to a small extent, the Data Holder must give notice to the User at least 30 days  before the change takes effect. A shorter notice period may only suffice where such notice would be impossible or unreasonable in the circumstances, such as where immediate changes are required because of a security vulnerability that has just been detected.

4.5. Information on the User’s access.

The Data Holder undertakes not to keep any information on the User’s access to the requested data beyond what is necessary for: (a) the sound execution of (i) the User’s access request and (ii) this contract; (b) the security and maintenance of the data infrastructure; and (iii) compliance with legal obligations on the Data Holder to keep such information. 

5. Data Use by the User. 

5.1. Permissible use and sharing of Data.

The User may use the Data made available by the Data Holder upon their request for any lawful purpose and/or share the Data freely subject to the limitations below.

5.2. Unauthorized use and sharing of Data. 

5.2.1. The User undertakes not to engage in the following: (a) use the Data to develop a connected product or related service that competes with the Product or Related Service, nor share the Data with a third party with that intent; (b) use such Data to derive insights about the economic situation, assets and production methods of the manufacturer or, where applicable the Data Holder; (c) use coercive means to obtain access to Data or, for that purpose, abuse gaps in the Data Holder’s technical infrastructure which is designed to protect the Data; (d) share the Data with a third-party considered as a gatekeeper under article 3 of Regulation (EU) 2022/1925; (e) use the Data they receive for any purposes that infringe EU law or applicable national law. 

6. Data sharing upon the User’s request with a Data Recipient. 

6.1. Making Data available to a Data Recipient.

6.1.1. The ​​Data, together with the relevant metadata necessary to interpret and use those Data, must be made available to a Data Recipient by the Data Holder, free of charge for the User, upon request presented by the User or a party acting on its behalf. The request can be made using the form specified in Appendix 3, sent to the Deliverect Support team through the Help Center and the chat function on https://help.deliverect.com/en/.

6.1.2. The Data Holder shall make the Data which is personal data available to a third party following a request of the User, when the User is not the data subject, only when there is a valid legal basis for making personal data available under Article 6 of Regulation (EU) 2016/679 (GDPR) and only, where relevant, the conditions set out in Article 9 of that Regulation and of Article 5(3) of Directive 2002/58/EC (Directive on privacy and electronic communications) are met. In that respect, when the User is not the data subject, the User must indicate to the Data Holder, in each request presented under the previous clause, the legal basis for processing under Article 6 of Regulation (EU) 2016/679 (and, where relevant, the applicable derogation under Article 9 of that Regulation and Article 5(3) of Directive (EU)2002/58) upon which the making available of personal data is requested. 

6.1.3. The Data Holder must make the Data available to a Data Recipient with at least the same quality as they become available to the Data Holder, and in any case in a comprehensive, structured, commonly used and machine-readable format, easily and securely.

6.1.4. Where the User submits such a request, the Data Holder will agree with the Data Recipient the arrangements for making the Data available under fair, reasonable and non-discriminatory terms and in a transparent manner in accordance with Chapter III and Chapter IV of the Data Act.

6.1.5. The User acknowledges that a request under clause 7.1 cannot benefit a third party considered as a gatekeeper under Article 3 of Regulation (EU) 2022/1925 and cannot be made in the context of the testing of new connected products, substances or processes that are not yet placed on the market.

7. Transfer of use. 

7.1. Transfer of use.

7.1.1. Where the User contractually transfers (i) ownership of the Product, or (ii) their temporary rights to use the Product, and/or (ii) their rights to receive Related Services to a subsequent natural or legal person (‘Subsequent User’) and loses the status of a user after the transfer to a Subsequent User, the Parties undertake to comply with the requirements set out in this clause.

7.1.2. The User must: (a) ensure that the Subsequent User cannot use the initial User’s account; (b) notify the Data Holder of the transfer. 

7.1.3. The rights of the Data Holder to use Product Data or Related Services Data generated prior to the transfer will not be affected by a transfer i.e. the rights and obligations relating to the Data transferred under the DAA before the transfer will continue after the transfer.

8. Date of application and duration of the DAA and termination. 

8.1. Date of application and duration. This DAA is effective as of the Effective Date, and will remain in place until the FSA/Terms are terminated, or if terminated pursuant to the following clause.

8.2. Termination. Irrespective of the contract period agreed under the previous clause, this DAA terminates: (a) upon the destruction of the Product or permanent discontinuation of the Related Service, or when the Product or Related Service is otherwise put out of service or loses its capacity to generate the Data in an irreversible manner; or (b) upon the User losing ownership of the Product or when the User’s rights with regard to the Product under a rental, lease or similar agreement or the user’s rights with regard to the Related Service come to an end; or (c) when both Parties so agree, with or without replacing this DAA by a new contract. Points (b) and (c) shall be without prejudice to the DAA remaining in force between the Data Holder and any Subsequent or Additional User.

8.3. Effect of expiry or termination. 

8.3.1. Expiry of the contract period or termination of this DAA releases both Parties from their obligation to effect and to receive future performance but does not affect the rights and liabilities that have accrued up to the time of termination. Expiry or termination does not affect any provision in this contract which is to operate even after the contract has come to an end.

8.3.2. The termination or expiry of the DAA will have the following effects: (a) the Data Holder shall immediately cease to retrieve the Data generated or recorded as of the date of termination or expiry; (b) the Data Holder remains entitled to use and share the Data generated or recorded before the date of termination or expiry as specified in this DAA.

Appendix 1

Details of the data covered by this DAA and access arrangements

1. Product/Service Covered 

Kiosk Terminal (e.g., FOX/Oslo/Rio models) (the Connected Product) and the Kiosk SaaS Solution refers to the Software as a service solution that enables Kiosk Terminal (Hardware) to receive and process orders placed by end users (the Related Service).

2. Data categories generated by the product / related services

Connected Product: Hardware diagnostics, operational metadata, network connection logs, terminal event logs (e.g., touch screen input, payment terminal connection status), and device usage statistics.

Related Services: Specific order details (e.g., items selected, modifiers, transaction values, payment status, sign in to loyalty feature, cancellation, receipt request), menu configuration data (e.g., dynamic pricing rules, stock-out status), and aggregated performance metrics (e.g. time between screen interactions)

Data formats/standards: json; csv; mysql

3. Estimated volume and frequency

Volume varies significantly based on usage frequency but is generated as continuous usage logs. The Kiosk terminal is designed to generate operational data, event logs, and status updates continuously and in real-time. 

4. Storage locations and retention

On‑device: For 30 days limited, transient, encrypted operational logs may be stored temporarily on-device to ensure continuity before transmission.

Deliverect/Tabesto servers: Product data is stored for 30 days; related services data is stored indefinitely or for any period of time later communicated by Deliverect/Tabesto.

Retention: The retention period of the collected data depends on the type of data and the purpose of the use case. Data is anonymised and kept indefinitely.

5. How Users access, retrieve,and erase data

Direct Access (where technically feasible): access to relevant data via Kiosk Saas Software exportable through the Front-end account of User.

On Request: Deliverect/Tabesto will make readily available data accessible to the User without undue delay, free of charge and in a commonly used, structured, machine‑readable format, upon User request via the Deliverect Support team through the Help Center and the chat function on https://help.deliverect.com/en/.

Erasure: Users may request deletion via the Deliverect Support team through the Help Center and the chat function on https://help.deliverect.com/en/. Deleted data is not recoverable.

6. Deliverect/Tabesto’s use of readily available data

Deliverect/Tabesto uses the data to provide the contracted services, (e.g.) enabling consumers to place orders through the self-ordering kiosks, initiating payment with integrated payment partners, generating receipts (printed or digital), enabling loyalty features, syncing menu items/prices, providing sales/performance analytics), maintenance and diagnostics (e.g. monitoring system performance, identifying faults and troubleshooting, applying updates, patches, and security enhancements)  improving the functioning of the connected product/service, developing new products or services, including artificial intelligence (AI) solutions and fulfilling legal obligations (e.g., warranty, compliance, and statutory retention). This use of non-personal data is based on the contract with the User

7. Sharing with third parties at the User’s request 

In line with the EU Data Act, Deliverect/Tabesto enables Users to request that readily available data be shared with a third party of their choice at no cost for the User.

Sharing will be provided in a structured, commonly used, machine-readable format, using secure transfer methods. Sharing will be done in an automated way where technically feasible.

Users can initiate and revoke sharing via a request to the Deliverect Support team through the Help Center and the chat function on https://help.deliverect.com/en/ Sharing is subject to technical feasibility and security requirements.

Deliverect/Tabesto are not responsible for the third party’s use of the data; Users should review the third party’s terms & conditions and privacy policies.

8. Security and trade secrets

Deliverect/Tabesto reserves the right to identify specific data (e.g., complex algorithms or underlying proprietary software data) as trade secrets. Disclosure of any identified trade secret data will only occur if the User (or the requested Third Party) agrees to and implements all necessary proportionate technical and organizational safeguards to preserve confidentiality as determined by Deliverect/Tabesto. Deliverect/Tabesto reserves the right to not make certain data available if they are considered to be trade secrets and no appropriate security measures have been agreed upon and implemented.

9. Right to lodge a complaint

The User has the right to lodge a complaint with the national competent authority or the data coordinator in the member state of establishment/residence regarding alleged infringements of the Data Act.

10. Updates to this Appendix

This Appendix may be updated to reflect changes in the law, modifications to Delivrerect/Tabesto’s products or related services, or technical updates affecting data processing.

Appendix 2

Form for an access request by the User

Appendix 3

Form for an access request by the User to make data available to a third party