This document outlines the terms of service and acts as a legally binding agreement between the Company (us, the service provider) and You (a restaurant or business, the user of such a service) - who uses to maintain their online food ordering portal and receive orders from people based on the online catalog. You will be referred to as you, Client, Restaurant, Business, Restaurant owner, Business owner, User in the context. People who make orders to your business using our services will be referred to as Consumers. will be referred to as the Service, Platform.

All of the terms mentioned in this document are valid for all the accounts managed directly by us (Codemenders Oy, the company), however, they may be slightly different (for example, the terms of payment, grace period, support resolution time) based on if your account (or account subscription) is managed by a partner, reseller or an appointed sub-contractor. In all such cases when your account is managed by a partner, reseller or an appointed sub-contractor, you should be reading the Terms of service that is available on their website. While this document can act as a backup or a guideline in cases your account or account subscription is managed by a partner, reseller or an appointed sub-contractor, the exact terms may vary depending on the applicable local law, market practices and policies of that specific service provider.

The terms outlined in this document and the legal binding between you (the user) and us (the service provider) are effective immediately from the moment you've registered your account on our service and remain valid until further notice. It is however possible and on a case-by-case basis that the Terms of agreement between us and you is governed or superseded by a separate Terms and conditions document or a Service level agreement or a Frame agreement which outlines The terms of service applicable between both the parties. Unless explicitly mentioned in that separate document, the Terms of Service will be governed by the terms outlined in this document.

By registering an account on our Service, you authorize us to make any inquiries we consider necessary to validate the details that you have provided us for yourself and your Business. This may include asking you for further information and/or documentation and verifying your information against the government register or third-party database or other sources. This process is for verification purposes and to make sure that you (as a person) represent the business for which you are creating an account on our service and that you are authorized to do so.

You agree that you are solely responsible for accuracy of all the account specific data that you provide to us for the purpose of creating an account for your Restaurant (or business) on our Service. This information includes (but may not be limited to) name of restaurant, name of business, vat number, email address, kitchen phone number, full street address of your restaurant, operating hours, Finnish bank account number in IBAN format (for handling the payouts).

You agree that you are solely responsible for making all arrangements necessary for your Restaurant (or business) and its staff to access . This includes and is not limited to procuring an internet connection and device(s) that are used to access our service; ensuring that your staff is aware of this service and is trained to use it.

You agree that our service is just a tool that helps your customers to place an order to your restaurant (or business) from the online catalog that you have published on our service. In this context, we will manage your customer payments on your behalf and we will also provide additional services which may be a part of the subscription plan that you are subscribed to.

You agree that you are solely responsible for accuracy of all the content that you publish on our service. This includes (but is not limited to) information like name of the item (that you are selling), it's brief description, price and other optional information like spice level, food category (e.g. vegan, vegetarian) and also the main ingredients that are a part of that item.

You agree that you have the rights to publish the content that you create on our service and that all such content shall not be libelous or otherwise unlawful, threatening, abusive or obscene material or contain software viruses or any form of "spam".

You agree that we (as a service provider) are not responsible for and do not endorse any content that is posted on our service and do not have any obligation to prescreen, monitor, edit or remove any content. If your content violates our terms, you may bear legal responsibility for that content. We also reserve the right to review the content that is posted on our service from time to time and to remove any content that is libelous, unlawful, threatening, abusive or obscene.

You agree not to access and shall not permit or assist others in any manner (1) that violates any applicable law or local law or international law or regulations OR advocates, promotes or assists any unlawful act OR constitutes a threat in any form; (2) that is false, deceptive, misleading or fraudulent, including but not limited to (a) any attempt to impersonate any person or entity, including any other user, person or organization; (b) to misrepresent your identity or affiliation with any person or organization; (3) to monitor or copy materials from the website for any unauthorized purpose or access the website via any automatic device, process or means of access such as a robot or spider (except as it may be the result of standard search engine protocol); (4) to disassemble or reverse engineer and the services provided by it and to access them for the purpose of developing a product or service or feature that mimics or competes with in any form.

You agree that we will handle, on your behalf, the payment for all the orders that are made by Consumers to your Restaurant (or business) and to charge the Consumers, the full price of the order during the checkout process. In order to handle this process on your behalf, we will charge a commission on all the sales that happen through our service. This commission will be charged as a percent of the full order price (and on every single order). The amount of this commission is defined in the subscription plan you are subscribed to and may be revised from time to time. Should there be any changes in the commission amount, we are obliged to inform you in written about such changes at least 60 days prior to the change being implemented on our service.

You agree that you are solely responsible to ensure that your business is conducted in compliance with the applicable local law and regulations from time to time and that you hold all the necessary permits, licence and registration including any permits that are required for your business to sell your services on a portal like ours.

You agree to confirm the receipt of an order within five (5) minutes of receiving such order in your Order management terminal (or dashboard) by pressing the Accept button. Under situations when you do not have the capacity to fulfil the order, you must reject it immediately and also provide the reason of rejection of such order. Once an order has been rejected, it will automatically trigger a refund process for the customer who placed the order.

You agree that the customer who has placed an order has the right to cancel the order anytime and for whatsoever reason before the order has been accepted or rejected by you or your staff. Once the order has been accepted by you (or your staff), it becomes binding to both the parties (you and the consumer) and hence, it cannot be cancelled anymore.

You agree to follow the order workflow that is defined on our platform and has been demonstrated to you and your staff by our sales personnel. This means that once you receive an order:

• You must Accept or Reject the order within five (5) minutes of receiving such order
• Once accepted, you must update the order status from:
  • Accepted to In progress when you've started working on the order
  • In progress to Ready when the order is ready for pick-up or dine-in
  • Ready to Delivered when the order has been received by the customer

These status updates are crucial for every order as they help the customer understand when it is the right time for them to visit your restaurant for order pick-up or dine-in. Once the order has been marked as Delivered, it sends a Feedback request to the customer, which can be answered by selecting "one", "two" or "three" stars for the service they received and the quality of the meal. This feedback directly affects the ratings of your restaurant on our portal.

You agree to prepare the order in good faith to the consumer and take all possible measures to ensure the quality of the meal (or order). This includes (but is not limited to) taking measures like using good quality ingredients, maintain strict hygiene standards, follow the applicable safety guidelines, pack the meal (or order) in accordance with the applicable regulations, adhere to the instructions and/or allergy information that is provided by the customer. In addition to this, you also agree that we reserve the right to charge you with a penalty fees if the prepared meal (or order) does not follow 1) the applicable quality regulations; 2) the instructions provided by the customer; 3) the allergy information provided by the customer. You also agree that we, as a service provider cannot be held responsible for any consequences that arise out of such negligence.

You agree that the price of items that you publish on our service are up-to-date and that they include the statutory VAT. In addition to this, you also agree that the items you will sell on our platform will follow a fair price policy. This means that you are allowed to add a reasonable markup on the price of goods that you are selling on our platform. However, all such markups have to be within a reasonable limit and in general, should not exceed the sales commission that is applicable for your business.

You agree that by using our services, your customers will be redirected to a payment gateway that is used by our platform. During the trial period of your account, the default payment gateway is powered by Stripe - which may or may not change after your trial period is over to another payment gateway which has a channel partnership with NoutoAteria. We reserve the right to change our default payment gateway at any time and with a prior notice of 30 (thirty) days to your business. Should there be a change in such a payment gateway, you agree to provide all the necessary information that is required by law for the payment gateway operator.

Unless explicitly agreed otherwise, all our subscription plans: Starter, Starter plus, Standard, Premium start with a trial period of 30 days, during which you can opt to quit the service at any time without any payment obligation towards any applicable monthly rental defined in the subscription plan; provided you are using the service as-is and without any special customization requests (which might be subject to relevant charges).

In order to handle payments on your behalf, we charge a commission on all the sales that happen through our platform, including the sales that happens during the trial period and after that.

Once the trial period is over, you account is automatically upgraded to the plan you have subscribed to and from this point, you are responsible to make payments towards the invoices that are generated against the usage of by your restaurant (or business) and within the due date of 30 days from the date of generation of such an invoice.

Once the invoice is generated, our system will trigger an automatic email to the email address that was provided during the time of registration. This email will contain the summary of the invoice including information like "how to view or download the invoice", "due date of payment", "net payable amount", "payment instructions".

All invoices are generated during the first week of every month and they contain details like "due date of payment", "payment instructions", "net payable amount". The "Net payable amount" is calculated using the following formula: Net payable amount = Applicable fees total + 24% VAT. The Applicable fees total is defined as the sum total of all the charges or fees that you are obliged to pay to us. Such charges or fees include (but may not be limited to): (1) Setup fees to cover the costs related to setting up your account on our platform, device(s) that you order from us (like: thermal printer, order management terminal, equipment to secure the terminal, self service kiosk); (2) Monthly subscription fees that is based on the plan you are subscribed to; (3) Hardware rental to cover the costs related to the hardware you've ordered from us; (4) Commission on the sales that happen through our portal; (5) Other charges or fees to cover the costs for services that you have ordered through us.

All invoices that are generated are due to be paid within 30 days of generation of such invoice. Payment reminders towards an unpaid invoice will be sent to your email address 7 (seven), 3 (three), 1 (one) day(s) before and on the the due date of payment of that specific invoice. Invoice overdue reminders will be sent 1 (one), 3 (three) and 7 (seven) days after the due date of payment of that specific invoice. Late or delayed payments made towards a generated invoice are subject to a penalty interest of 7% per annum. We reserve the right to cancel your account or deduct the amount to be paid for such invoice from your future payouts.

All payouts are processed during the first week of every month and are transferred to the Finnish bank account number (in IBAN format) that you have provided to us. The net payout amount is calculated by adding up the full price of all the orders made via our service to your Restaurant (or business) minus the commission that is applicable on all such orders. The amount or percentage of such commission is defined in the subscription plan details. Once the payout has been processed, it may take 3-5 working days for the amount to reflect in your bank account.

You are liable to compensate for any damages direct and/or in-direct that are suffered by as a result of your breach of the terms specified in this document.

We cannot be held liable or responsible for any misuse of the service in any form whatsoever; consequences that arise due to misuse of the product in any kind by anyone which occurs by intention or in negligence. In addition to this, we cannot be held responsible for any emotional, psychological, physical or financial mishaps of any kind related to using our product or services.

We cannot be held liable or responsible for situations or scenarios that arise as a result of your actions or arise as a result of misconfigured infrastructure are your business premises, which include (but are not limited to): (1) poor or no network connection; (2) power saving mode on your device that restricts network or internet access; (3) low battery that restricts network or internet usage; (4) low battery that causes your device to turn off; (4) flight mode turned on your device which restricts or disables internet or network usage.

We cannot be held liable or responsible for situations or scenarios that arise as a result of your actions which include (but are not limited to): (1) not adhering to the applicable quality regulations; (2) ignorance of any instructions or allergy related information provided by the customer during checkout; (3) providing false or misleading information related to the content of the order, including the list of ingredients and applicable allergy information.

As a service provider, our responsibilities include:

• Within the best of our capacity, 99.9% uptime of our services
• Provide you with a product that is free from defects in material and workmanship
• Provide you with a product maintenance and support which is included as a part of your subscription
• Provide you with regular updates, bug fixes and new features that are a part of our product roadmap
• Fix or repair the bugs or defects reported in the product by you or your staff within a reasonable timeframe

As a user of this service, your responsibilities include:

• Provide us and your customers with information that is accurate and not misleading in any form
• Make regular and timely payments towards the invoices generated as a part of your subscription
• To an extent it is possible, make sure that this service is used for its intended purposes only and is not misused in any form by you, your staff and your customers
• Make sure that all the customer data handled through this service is handled with utmost respect towards the privacy and rights of the customer
• Follow the terms outlined and defined in this document in good faith and without any unlawful intention towards the service provider and the consumer

The service is provided on an "as is", "as available" and "with all faults" basis. To the fullest extent permissible by law, neither we nor any of our employees, managers, officers, partners or suppliers make any warranties of any kind, whether express or implied in relation to the services provided by us.

We (as a service provider) are entitled to transfer all or some of our rights and obligations under this agreement to a partner, reseller or an appointed sub-contractor, provided that they are in capacity to fulfil those rights and obligations in satisfactory manner.

You (the restaurant) are not entitled to transfer or assign your rights and obligations under this agreement to another party without a written consent from us. Should that transfer or assignment happen without our written consent, we reserve the right to terminate this agreement with immediate effect. In situations when your business is transferred to a third-party, you must notify us of this change no later than two (2) weeks before such transfer takes place, so that we can provision a new contract (without any mandatory obligation to do so) between us and the third-party.

You agree to defend, indemnify and hold harmless, the Company (Codemenders Oy) against any claims, liabilities, damages, losses and expenses, that may be awarded or agreed to be paid to any third-party in respect of any claim or action that is a result of your activities which include (but are not limited to): a) your breach or alleged breach of any terms; b) your violation of any third-party rights, including (but not limited to) any intellectual property rights, publicity, confidentiality, property or privacy rights; c) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any government, regulatory, administrative or legislative authorities; d) any misrepresentations made by you.

Both parties (you and us) shall maintain strictly confidential and not without prior written consent, disclose to any third party or use any documentation or any information designated or understood as confidential, whether of a commercial or a technical nature, including but not limited to future or proposed products, material, projects and services, including, but not limited to, marketing and business plans, concepts, drawings, specifications, notebook entries, technical notes and graphs, computer printouts, technical memoranda and correspondence, unpublished promotional material, product development agreements and related agreements. Confidentiality obligations set forth herein, do not prevent either party from disclosing confidential information either (i) to a third party pursuant to a prior written authorization from the other; or (ii) to satisfy a statutory requirement or a requirement of, or demand by, a competent court of law, or a governmental, or regulatory, body or listing authority. In the event that any confidential information is to be disclosed pursuant to sub-clause (ii) the disclosing party will (unless prevented by order of such competent court of law, or a governmental, or regulatory, body or listing authority) use all reasonable endeavors to notify the other of such requirement or demand in advance of disclosure and will in any event notify it of such requirement or demand as soon as is possible, and such notification shall include details and description of both the confidential information required or demanded and, to the extent possible, the reason why such confidential information was required or demanded.

All the Intellectual property rights that are owned or controlled by a us at the commencement of this contract shall remain under our control and ownership throughout the term of this contract and thereafter. All rights, title and interest in and to the intellectual properties created or invented during the cooperation shall vest in and be the exclusive property of the Company (Codemenders Oy), unless explicitly agreed in written between both the parties (for example, for development of a new feature that is done exclusively for you or your organization. In all such cases, the development of this new features may attract additional charges which must be agreed beforehand by both the parties)

Unless explicitly mentioned in separate Terms and Conditions document, both the parties (we and you), authorize each other to apply each other's trademarks in their materials for the purpose of cooperation. We both agree that we shall not use the other party's trademarks for any other purpose without the other party's prior written consent. Both the parties shall have the right to use the other party's name as a reference in their marketing activities.

In reference to any items that are a part of provision of services under this contract, the company warrants that it has full, clear and unencumbered title to all such items, at the date of delivery of such items to you, the client and that the company will have full and unrestricted rights to sell and transfer all such items to the client.

In order reach our customer service or to report bugs or defects found in our product by you or your staff, an email must be written to our support team at product.support [at] codemenders.com or support.noutoateria [at] codemenders.com describing the situation and adding any screenshots of the scenario if possible. Our email support is monitored during standard working hours on weekdays (in GMT+2, Eastern Europe Time - Finland - Mon to Fri: 08:30 - 16:00). Emails that are received outside of monitored support hours, during public or state holidays will be collected and responded to during the next working day.

All the support email received will be dealt with as soon as possible, on a first-come-first-served basis followed by the severity of the support request. Our team will act on the support request and propose a timeline of the fix within the support resolution time which is defined in the subscription plan that you have subscribed to.

In an event when our team is handling a support issue raised by you (as a user of our business services), it is necessary for our team (in-house or sub-contractor) or a support agent to access your account and content in order to diagnose the problem. In all situations when you contact our support team, it is implied that you allow us access to your account and content if it is required to do so. In situations when you would like to receive support without granting permission to your account and content, you are required to specify this in your communication with our team and we will respect your decision to an extent it is possible to fix the issue.

As a Service provider, we will always work in the best of our capacity to make the service available as much as possible, there will be situations when the service may be interrupted (including but not limited to) for scheduled or unscheduled maintenance, upgrades - for emergency repairs, system or server failures, failure of telecommunications links and/or equipment. In such context, we encourage you to maintain your own backup of your content and not rely or treat us as a backup service. We will not be liable to you for any loss of content that arises due to system or server failure which cannot be repaired.

Should there be any planned maintenance activities or infrastructure upgrades, that will cause a downtime of more than 5 (five) minutes, we agree to communicate to you about such events at least 2 weeks in advance. In situations when such activities affect your operating hours, we can agree to a new schedule of such activities.

Should there be any planned maintenance activities or infrastructure upgrades from any of our service providers that will cause a service outage or a downtime during operating hours of our customers (like you), we agree to communicate to you about such events as soon as we know about it. In all such situations, we will do our best to make arrangements within our capacity to ensure the continuity of our services.

Should there be any un-planned maintenance or service outages that are within the control of our systems and software, we agree to communicate about them as soon as we have known about them and agree to fix them with utmost priority.

In case of any service outages that are outside of our control, for example, a service break or outage or maintenance in services that are provided to us from our service providers like (but not limited to) DigitalOcean, FireBase, Amazon Web Services, we agree to inform you about it as soon as we know about it. In all such situations, we will do our best to make arrangements within our capacity to ensure the continuity of our services.

This agreement comes into effect immediately from the moment your account is registered on our service and remains valid until further notice. This agreement is subject to one (1) month's notice of termination by either party and such notice of termination must be given in writing.

We reserve the right to terminate this agreement with immediate effect if (a) You (restaurant or business) are in breach of your obligation under this agreement; (b) You (restaurant or business) is declared bankrupt or enters into liquidation or is otherwise found insolvent; (c) You (restaurant or business) no longer hold the necessary permits for operating your business; (d) You (restaurant or business) have transferred your business to a third-party.

The termination of this agreement does not release either Party from its obligation to pay the debts (pending invoices or payouts) incurred during the term of this agreement. In addition to this, there will be no refund towards any charges or fees paid by you during the term of this agreement.

Upon termination of this agreement, you must return all the equipment you have ordered from us including the Order management terminal (or dashboard), Thermal printers, Equipment to secure the terminal and printers, Self service kiosks etc. If any of the ordered equipment is not returned within five (5) days of termination of the agreement, we reserve the right to charge you with a late fees of 250 EURO per equipment, per week. Such late fees does not release you from your obligation of returning the equipment that you ordered during the term of this agreement.

Upon receiving a termination request, your account enters into a notice period that ends after 30 days or on the last day of your current billing period - for which an invoice has already been generated. You do not have any obligation to use our services during the notice period. Your last payout will be processed after your notice period is over and your account will be deleted anytime within fifteen (15) days after the payout has been processed. Deletion of your account does not release you from obligation of making payments towards any unpaid invoices. Once your account is deleted, any content related to your account is erased, including any personally identifiable information of your customers, staff and business. This action cannot be reversed.