General Business Terms and Conditions (B2B)

PART 1 – GENERAL PROVISIONS AND FUNCTIONALITY

1.1. SO'USE is a digital ordering and payment concept that allows end customers (“SO'USE users”) to order and pay for products and/or services from third-party providers using their mobile devices at various points of sale via the SO'USE web application (“SO'USE app”). Business customers benefit from the SO'USE solution by implementing QR codes or other access points in points of sale. For this purpose, Horeca Digital System GmbH provides business customers with innovative technology that can synchronize orders and/or payment processes via the SO'USE app with various POS systems of the business customer (“Business Customer Application”). We refer to the overall digital ordering and payment concept provided to end and business customers as the SO'USE solution.

1.2. The provider of the SO'USE solution and the contractual partner for its use is Horeca Digital System GmbH, Thomasiusstr. 7, 04109 Leipzig, registered in the commercial register of the Pinneberg District Court under HRB 19058 PI (“HDS”, “we”).

1.3. On the basis of these General Business Terms and Conditions (“Terms”), the specific conditions of the offer letter (“Offer”), and the technical documentation (“Documentation”), HDS enables you (“Business Customer”, “you”) to use the SO'USE solution. In case of doubt, the provisions of the Offer take precedence over these Terms.

1.4. For the use of the Business Customer Application, the business customer receives a simple, non-transferable license per point of sale. “Point of sale” refers to any location where products and/or services are offered commercially. If the business customer wishes to acquire several licenses for different points of sale (e.g., for affiliated companies, branches, or franchisees), several licenses or a corresponding sub-licensable license can also be acquired (“Beneficiary Points of Sale”). This must be recorded accordingly in the Offer.

1.5. On the basis of these Terms and the Offer, the business customer receives simple, non-sublicensable licenses for the Business Customer Application, unless otherwise agreed. If expressly agreed in writing in the Offer, the business customer may sub-license these to affiliated companies, branches, and/or franchisees.

1.6. HDS is entitled, at its sole discretion, to change and/or discontinue the SO'USE solution or parts thereof at any time and without individual notification with effect for the future.

1.7. HDS may change or supplement these Terms at any time at its sole discretion, provided the business customer does not object within two weeks after publication on SO'USE by emailing support@so-use.de.

1.8. If any provision of these Terms is invalid or void, the validity of the remaining provisions remains unaffected.

1.9. These Terms and the legal relationship between the parties are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction is Leipzig.

PART 2 – SUBJECT OF THE CONTRACT, TERMS OF USE

2.1 HDS provides you with the Business Customer Application for a fee. Unless otherwise agreed in the Offer, the general prices according to the price list apply. In addition to the license fees for the Business Customer Applications, further optional services, licenses, and/or commissions for optional additional services can be agreed upon (e.g., online payment, support services, peripheral hardware, initialization).

2.2 To install and use the Business Customer Application, you need internet-enabled mobile devices. Access to and connection with the internet are not part of this agreement. Separate costs may be incurred by the internet provider. The operating system requirements for using the Business Customer Application apply according to our Documentation.

2.3 For each point of sale, the business customer grants HDS and its affiliated companies access to the POS system, POS, and/or their aggregators/middleware or other tools through which transactions are processed or collected, in order to (i) enable the functionality of the SO'USE services and solutions, (ii) enable you to track the payment of orders by SO'USE users in your outlets in real time, (iii) provide you with statistical data to improve the management of SO'USE users, and (iv) improve the SO'USE services and our solution.

2.4 The business customer must announce changes to the POS service, POS, or other important aggregators/middleware at least one month before their implementation so that we can make the necessary technical adjustments if possible. However, we reserve the right to terminate the contract in the event of a change to the POS service or a change incompatible with the requirements.

2.5 The business customer grants HDS and its affiliated companies the mandate to issue an invoice and/or receipt for every order processed via the SO'USE solution based on the data provided by the business customer. If necessary, we are authorized to issue correction invoices and/or a receipt for canceled services. The business customer can contest the invoices and/or receipts issued by HDS or its affiliated companies within a period of no more than three (3) business days from the date of issuance. Otherwise, the invoice and/or receipt is deemed validated. The storage and archiving of invoices and/or receipts must be carried out by the business customer in accordance with applicable laws.

2.6 Using the Business Customer Application requires successful registration as a business customer. Registration takes place via the business customer portal by providing the email address, mobile phone number, or other identification features or services. Depending on the business model, further evidence may be required, in particular a restaurant license, business registration, a liquor license, and/or corresponding insurance certificates. During registration, the business customer must provide all necessary information truthfully and completely. The business customer must report any changes regarding the information provided during registration immediately and without being requested.

2.7 The business customer is obliged to always offer the complete range at the respective point of sale (e.g., menu, products, services) within the SO'USE solution. This obligation to provide full details and updates includes prices, menus, offers, available products, and any legally mandatory information on allergens. The completeness and accuracy of this information is the sole responsibility of the business customer. The business customer is also obliged to provide their products and services offered via SO'USE in accordance with applicable laws and regulations.

2.8 The business customer is solely responsible for the accuracy, nature, integrity, and legality of the transmitted data and content. The business customer is obliged to comply with applicable legal provisions when using the SO'USE solution. The business customer is responsible for ensuring that no third-party rights are violated when using the SO'USE solution and that the transmitted data and information are lawful. HDS is not responsible for verifying the data or content transmitted by the business customer.

2.9 During the contract period, unless expressly agreed otherwise in the Offer, the business customer is obliged to point out the SO'USE login option (e.g., QR code) to a reasonable extent, but at least at every table.

2.10 HDS tries to accommodate the business customer's wishes for product placement in the SO'USE app as much as possible. The final decision on the respective product placement is at the discretion of HDS.

2.11 Unless expressly excluded in the Offer, HDS has the right to display content via the SO'USE app on its own account and responsibility. This also includes the right to display offers from SO'USE partners.

2.12 The business customer has no claim to continuous and/or error-free availability of the SO'USE solution or individual parts. No specific availability of the SO'USE solution or individual parts is promised. The SO'USE solution or individual parts of the SO'USE solution may be unavailable from time to time, particularly in the event of security problems, maintenance work, or capacity bottlenecks.

2.13 The business customer may not share the user account with a third party (outside of authorized use) or grant them access. The business customer ensures that the SO'USE solution or parts thereof cannot be used by unauthorized persons. The business customer must inform us immediately of any unauthorized use of the user account by third parties. It is forbidden to bypass the technical access requirements and/or security measures of the SO'USE solution or its parts.

2.14 The business customer is obliged to report any abuse and/or suspicion of abuse of the user account and/or the functions of the SO'USE solution to us immediately. If we suspect that the user account and/or the payment function has been misused or that there is a risk of abuse, we can block the user account. HDS informs the business customer by email in the event of a block.

2.15 It is forbidden to provide false information in the user account, to use the SO'USE solution to store or transmit illegal, infringing, harmful to minors, insulting, or otherwise unlawful content, or to store or transmit content in violation of data protection regulations, industrial property rights, copyrights, performance protection rights, personal rights, and/or other third-party rights, to use the SO'USE solution to store or transmit malicious code, to interfere with the integrity or performance of the SO'USE solution and third-party data contained therein, and/or to attempt to gain unauthorized access to the SO'USE solution or its parts and/or the associated systems or networks.

2.16 HDS can temporarily restrict access to the SO'USE solution in whole or in part and with immediate effect in the event of an imminent or occurred violation by the business customer or their user accounts. HDS will inform the business customer of this measure immediately.

2.17 The business customer is prohibited from obtaining and/or using credits, vouchers, discounts, or promotional measures of any kind in an abusive manner; acquisition or use is abusive in particular if the respective promotion conditions are bypassed, for example by using several user accounts, if recognizable technical errors are exploited, or if false facts are presented to obtain the credit.

PART 3 – OWNERSHIP, GRANTING OF RIGHTS

3.1 We hold all rights, including intellectual property and corresponding authorizations regarding our brands, logos, domain names, and other distinguishing features, the SO'USE solution, the solution (including the software and hardware IT infrastructure implemented or developed by our teams, in particular our application), and its documentation and generally the content we provide to you.

3.2 The business customer receives the simple, non-transferable, and non-exclusive right to use the Business Customer Application and the SO'USE end-customer app. If expressly agreed in the Offer, the business customer may sub-license the business customer license to beneficiary points of sale.

3.3. The business customer owns their data and rights regarding the information you transmit and produce in connection with the use of the SO'USE services and/or the provision of your offers. In particular, you are the sole owner of the existing rights to your menu, your logos and brands, your graphics and/or photographs, and content that you share with us as part of the SO'USE solution.

3.3.1 You grant us a non-exclusive, worldwide, and perpetual right to reproduce and display your brands, logos, designs and models, trade names, company names, and generally all other rights associated with the content you share with us as part of the SO'USE solution in order to integrate them into the SO'USE solution and the Business Customer Application. You authorize us to reproduce and display your brands, logos, designs and models, trade names, company names, and generally all other rights associated as references, including in the context of marketing operations on any medium and through a process of your choice such as presentations, website brochures, etc. to third parties and regardless of the type of communication.

3.3.2 The business customer guarantees us that they have all corresponding rights and authorizations to provide their services and/or to order, use, and process payments via the SO'USE solution. They also guarantee to exhaust all available and proportionate legal remedies against all actions, demands, or claims from third parties regarding their brands, logos, menus, and generally all content they share with us or upload to the solution. They also guarantee to indemnify us for all damages resulting from the content they have uploaded to the solution.

PART 4 – TERM, TERMINATION

4.1 Unless otherwise agreed in the Offer, the term is one year from the conclusion of the contract. The contract is automatically extended by a further year unless the contract is terminated in writing within three months before the end of the year.

4.2 The right to extraordinary termination remains unaffected.

Part 5 – DATA PROTECTION

The parties undertake that the processing of personal data carried out within the framework of our relationship complies with the relevant regulations and in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on data protection, which entered into force on May 25, 2018 (“GDPR”). The parties undertake to take all appropriate technical and organizational measures so that the processing of personal data meets the requirements of the Regulation and ensures the protection of the rights of the data subject. As such, each contracting party shall communicate to the other party all documents and guidelines on personal data governing its activities.

PART 6 – CONFIDENTIALITY

6.1 "Confidential Information" within the meaning of this contract is all information about a party as well as its respective business and affairs that the other party receives from the party (regardless of the form), with the exception of such information that (i) is publicly known or generally accessible at the time of its communication to the receiving party or becomes so thereafter; or (ii) the receiving party already lawfully possessed without an obligation of confidentiality before receiving it from the disclosing party or its respective representatives; or (iii) was developed independently by a party or its representatives; or (iv) the receiving party received from a third party. Trade secrets within the meaning of Section 2 No. 1 GeschGehG are also confidential information within the meaning of this agreement.

6.2 The parties undertake to take appropriate confidentiality measures to protect the Confidential Information. In particular, they ensure that all of their persons who receive Confidential Information (i) keep it secret as far as legally permissible; (ii) do not use Confidential Information for purposes other than the performance of this contract (in particular not for purposes of competition with the disclosing party); (iii) do not disclose Confidential Information to third parties, with the exception of disclosure in accordance with this agreement to authorized persons, authorities, or courts.

6.3 If the party receiving Confidential Information is forced to disclose Confidential Information of the disclosing party due to a legal obligation or a lawful official or court order, the receiving party will (i) inform the disclosing party of this obligation immediately in writing by email, as far as legally permissible, and (ii) only disclose such Confidential Information that must be disclosed due to the legal obligation.

PART 7 – LIABILITY

7.1 For liability in connection with the provision of the SO'USE solution or its parts, the statutory provisions apply. Accordingly, HDS is only liable for intent and gross negligence. HDS is liable without limitation for damages incurred by the business customer as a result of intent or gross negligence by HDS, including our employees and vicarious agents, bodies, and/or legal representatives. In the event of slight negligence, HDS, including employees and vicarious agents, bodies, and/or legal representatives, is liable at most for the breach of an essential contractual obligation and only for foreseeable and contract-typical damages. Essential contractual obligations are those whose fulfillment makes the proper execution of the contract possible in the first place, whose violation endangers the achievement of the contract purpose, and obligations on whose compliance the business customer may regularly rely. As far as legally permissible, liability is limited to twice the annual license fee.

7.2 The limitations of liability do not apply if guarantees have been assumed and for injuries to life, body, and health. Liability according to the Product Liability Act remains unaffected.

PART 8 – INSURANCE

Each party must prove, upon simple request from the other party, the conclusion of a liability insurance policy with an insurance company that covers a maximum annual benefit of at least EUR 9,000,000.00 and covers all typical risks for the other contracting party.

These Terms and Conditions are provided in English for informational purposes only. In the event of any discrepancies or inconsistencies between the English and German versions, the German version shall prevail and be legally binding.

As of: 01.08.2023