Terms of Service

GENERAL TERMS OF SERVICE

These General Terms of Service (“Terms”) are effective as of the date on which they are accepted by the Customer (by checking the acceptance box or by any other means of acceptance) (“Effective Date”).

The Customer enters into an agreement under these Terms with Bitebell Technologies d.o.o., a company incorporated under the laws of the Republic of Serbia, with company number 21643335; (“Bitebell”):

These Terms shall govern the Customer’s access to and use of Bitebell Services. The Representative of the Customer, in case the Customer is a legal entity and the Customer, in case the Customer is an Individual, must be eighteen (18) years or older to enter into these Terms and to use Bitebell Services. By accessing or using Bitebell Services, the Customer agrees to be bound by these Terms.

These Terms consist of the General Terms of Service, Exhibit A (Special Terms of Service), Exhibit B (Data Processing Addendum), Exhibit C (Definitions), and any future addendums.

If you are accepting these Terms on behalf of a third party, you represent and warrant that: (a) you have full legal authority to bind such third party under these Terms; (b) you have read and understood these Terms; and (c) you agree on behalf of such third party, to these Terms. If you do not have the legal authority to bind such a third party, you must refrain from accepting these Terms on their behalf. All undefined capitalized terms will have the meaning set forth in Exhibit C.

Bitebell Services

Bitebell Services are provided to the Customer by Bitebell and are solely for the use of the Customer. If approved by Bitebell, Bitebell Services may also be used, under the same terms and conditions of these Terms, by the Customer’s Affiliates and/or franchisees of the Customer. The Customer remains liable towards Bitebell for any acts or omissions of the Customer’s Affiliates and/or franchisees in regard to the use of Bitebell Services, and in respect of their obligations under these Terms. Use of any of Bitebell Services is subject to these Terms and the specific terms for such services. The Customer will not and will not allow third parties to use Bitebell Services and/or Bitebell Services Results in any way that is competitive with Bitebell. Bitebell shall provide Bitebell Services in accordance with these Terms. Bitbell may, at its own discretion, decide to provide Bitebell Services in line with a separate service level agreement, which shall be shared with the Customer. Any service level agreement applicable to Bitebell Services, if made available to the Customer, shall form part of these Terms. The Customer acknowledges that Bitebell reserves the right to change the scope of the service level agreement that it offers to the Customer.
Bitebell Account

The Customer will be required to create a Bitebell Account and select its Bitebell Credentials, unless Bitebell has offered to the Customer the option that Bitebell creates Bitebell Account on behalf of the Customer and the Customer has instructed Bitebell in writing to do so. Bitebell Credentials cannot be shared with third parties and shall always remain confidential. The Customer will immediately notify Bitebell if the Customer suspects that the confidentiality of Bitebell Credentials has been compromised. The Customer represents and warrants that it will provide accurate, complete, and up to date information for the creation of Bitebell Account. The Customer shall be responsible for ensuring that the data provided to Bitebell is accurate, current, and complete. The Customer is fully liable for any activity occurring under its Bitebell Account.
License

Bitebell grants the Customer a non-exclusive, restricted, personal, non-transferable, revocable, and non-assignable license to use Bitebell Services, during the Term, in connection with the Restaurants/Points of Sale. These Terms do not grant and shall not be construed to grant the Customer with any other right than the rights expressly granted by these Terms. Any right that is not expressly granted to the Customer hereunder is reserved by Bitebell.
Restrictions

The Customer agrees and acknowledges that it shall not, and shall not allow third parties to: (a) copy, duplicate, create derivative works from, frame or “mirror” Bitebell Service 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 Bitebell Services in any media or form; (b) 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 Bitebell Services; (c) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make available any part of Bitebell Services to any third party; (d) access Bitebell Service or any part thereof for purposes of monitoring the availability, the performance or the functionality of Bitebell Service, nor for any benchmarking or competitive purposes; (e) access or use Bitebell Service 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 Bitebell Services or any part thereof; (f) take any action in an attempt to cause malfunction, crash, tamper with or otherwise impair Bitebell Services or any part thereof; or (g) take any action that would cause any information related to Bitebell Service to fall in public domain.
Service Results

Bitebell grants the Customer a non-exclusive, restricted, personal, non-transferable, revocable, and non-assignable license to use Bitebell Service Results during the Term. The Customer agrees and acknowledge that it shall not, and shall not allow third parties to: (a) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, translate, adapt, alter or distribute all or any portion of Bitebell Service Results in form or media, except as required for the usual operational activities related to order processing, menu management and stock accounting for a Restaurant/Point of Sale; (b) sell, resell, rent, lease, distribute, display, disclose or otherwise commercially exploit or otherwise make available Bitebell Service Results to any third party, and (c) use Bitebell Service Results 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, functions or graphics as Bitebell Services or any part thereof or to copy any ideas, features, functions or graphics of Bitebell Services Results or any part thereof.
Service and Product Updates

Bitebell reserves the right to update, remove, restrict, bundle, improve, deprecate, and/or modify Bitebell Services, any of the functionalities that can be accessed by the Customer in connection with any Bitebell Services, and the functionalities that are covered by each tier of the tier program, at any time and for any reason. If an update does not materially change and/or affect Bitebell Services (as defined by Bitebell), such update will be implemented without notice. Bitebell will provide thirty (30) days notice to the Customer of any updates that, in Bitebell’s sole discretion, may materially impact and/or affect Bitebell Services.
Aggregated Data

The Customer acknowledges that Bitebell may use aggregated and anonymized data related to the Customer’s use of Bitebell Services for multiple purposes, including but not limited to analytics, machine learning, product developments, and to identify market trends. Bitebell may share aggregate data with third parties and use it for any other commercial purposes.
Fees

In consideration for the provision of Bitebell Services, Bitebell will charge Fees to the Customer. The applicable Fees and their conditions are set forth in the Exhibit A to these Terms, which includes Order Management Terms, POS Synchronization Terms, Menu Management Terms, Delivery Orchestration Terms, Insights Terms and Direct Ordering Terms. The Customer shall pay Bitebell the applicable Fees based on Bitebell Services used by the Customer. Unless otherwise specified by Bitebell, Fees for the use of Bitebell Services are non-refundable.
Charging of the Fees, Invoicing and Payment Term

The Customer authorizes Bitebell to charge the Fees to the Customer’s credit and/or debit card on file The Customer shall provide Bitebell 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 Bitebell reserves the right to cease, suspend or interrupt Bitebell Services, without prejudice to its right to compensation for losses, damages and costs. The applicable charging and/or payment terms of the Fees are set forth in the Order Management Terms, POS Synchronization Terms, Menu Management Terms, Delivery Orchestration Terms, Insights Terms and Direct Ordering Terms. The Customer shall have ten (10) days to dispute any invoice issued by Bitebell by sending a written request to the email address provided in the invoice and/or by contacting support (if that option is available). Invoices that are not disputed within this term, are deemed to be accepted by the Customer. Bitebell reserves the right to charge and/or invoice Fees for different Bitebell Services provided to the Customer at the same time, that is within one and the same invoice, provided that Subscription Periods for such different Bitebell Services match.
Interests

If payment of an invoice is not made on time, the 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 maximum rate permitted by the Applicable Laws, without detriment to Bitebell’s right to compensation for losses, damages and costs effectively suffered as a result of the late payment.
Taxes

All Fees are exclusive of any and all direct and indirect taxes imposed by taxing authorities.
Changes to the Fees

Bitebell reserves the right to increase the Fees. Changes to the Fees will be notified by Bitebell with thirty (30) days notice to the Customer. Continued use of Bitebell Service by the Customer after expiration of the notice period will be interpreted and construed as the Customer’s express acceptance of the updated Fees.
Suspension of Bitebell Services

Bitebell reserves the right to suspend the provision of any and/or all Bitebell Services to the Customer (or its particular Restaurant/Point of Sale) when: (a) Bitebell suspects and/or confirms that the use of Bitebell Service is contrary to these Terms or to Bitebell’s instructions; (b) Bitebell suspects and/or confirms that the confidentiality and/or security of Bitebell Credentials has been compromised; (c) Bitebell suspects and/or confirms that Bitebell Services are being used in an unlawful and/or fraudulent manner, or in a way that affects Bitebell’s reputation and/or business; (d) the account of the Customer (and/or of any of its Restaurants/Points of Sale) is in arrears; (e) the Customer fails to update its invoicing details; (f) there is a failure of internet infrastructure beyond Bitebell’s reasonable control; (g) infrastructure maintenance of Bitebell Services is required; (h) when any of the third party vendors that support the provision of Bitebell Services has an outage and/or when the services of such vendors are down due to any type of maintenance; (i) when the Customer is subject to sanctions imposed under the Applicable Laws, and/or; (j) when the Customer creates a Bitebell Account on the name of a third party.
Tier Program

Bitebell reserves the right to create a tier program for Bitebell Services. Under the tier program, certain functionalities of any or all of Bitebell Services may be bundled into different tiers. The pricing of each tier will vary depending on the functionalities of such a tier. Information about the different tiers, its pricing, and their functionalities will be provided to the Customer in the format chosen by Bitebell. The Customer acknowledges and agrees that the tier program may restrict or remove access to certain functionalities of any or all of Bitebell Services that the Customer had access to prior to the launch of the tier program. In accordance with Section 6 of the General Terms, Bitebell shall provide thirty (30) days notice to the Customer for the launch of the tier program. The Customer will be given the option to select a tier before the expiration of the notice period. If the Customer fails to select a tier, the Customer will no longer be able to use the functionalities of Bitebell Services that were bundled under any of the tiers. In accordance with Section 6 of the General Terms, the Customer acknowledges and agrees that Bitebell reserves the right to modify the functionalities that are bundled in each tier, in which case Bitebell shall provide thirty (30) days notice to the Customer.
Technical Support

Bitebell will provide technical support to the Customers. Support can be accessed by the Customers through the following channels: support@bitebell.com. Support hours may vary per region, as informed by Bitebell from time to time. Bitebell reserves the right to suspend the provision of technical and operational support, or to change the scope of those services. Bitebell may introduce different support tiers to access technical and operational support, which may be subject to additional conditions and fees.
Non-GA Services

Bitebell may invite the Customer to try and test Non-GA Services. The Customer may accept or decline any such trial in its sole discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar meaning. 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 Bitebell Services hereunder and are provided without any express or implied warranty whatsoever. Bitebell may discontinue Non-GA Services at any time at Bitebell’s sole discretion and may never make them available again.
Customer Personal Data

The Customer’s use of the Direct Ordering Services, and other services, features or products launched by Bitebell may require Bitebell to process the Customer Personal Data. Processing of the Customer Personal Data is governed by the Data Processing Addendum concluded between the Customer, as data controller (as defined by Data Protection Laws), and Bitebell, as data processor (as defined by Data Protection Laws).
Channel Data

The Customer’s use of the Order Processing Services, the Delivery Orchestration Services, POS Synchronisation Services or other services, features or products launched by Bitebell, may require for Bitebell to process the Channel Data. Where the Channel Data is required, such data shall be transferred to Bitebell by the online delivery channel(s) that the Customer works with and will be processed by Bitebell pursuant to the instructions of the online delivery channel(s) under the terms of the agreement executed with those online delivery channel(s). Bitebell is the processor of the Channel Data on behalf of the online delivery channel(s), and the online delivery channel(s) is the controller. The Customer represents and warrants that it will only receive, use and disclose the Channel Data pursuant to the terms of the agreement executed between the Customer and the online delivery channel(s). The categories of the Channel Data may vary depending on the online delivery channel(s) that transfers the Channel Data to Bitebell.
Cooperation

The Customer shall provide Bitebell with all necessary cooperation and with access to all information as may be required by Bitebell for the performance of these Terms and the provision of Bitebell Services. The Customer agrees that the information provided for the performance of the Terms and the provision of Bitebell Services (including the Customer Personal Data) shall be accurate, complete and up to date. The Customer shall maintain all the necessary consents and permissions for Bitebell to perform its obligations under these Terms (including for Processing of the Customer Personal Data) and shall perform its obligations under these Terms in a timely and efficient manner.
Network Requirements

The 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 Bitebell Services, comply with the standards that need to be met in order for Bitebell Services to be operational as published on Bitebell’s website (https://bitebell.com/), as amended from time to time, and shall be solely responsible for procuring and maintaining the network and telecommunications connections between its IT-environment and Bitebell’s Services.
No Endorsement

Bitebell does not endorse any third-party websites, delivery channels, services or products even if they are linked or can be accessed through Bitebell Services. Bitebell shall not be liable for any content, products, services or other materials that are made available by these third parties to the Customer. While using Bitebell Services, the Customer may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third parties, such as advertisers or sponsors, showcasing their goods and/or services through Bitebell Services and/or through any Bitebell platform. Any such services and/or products and their terms, conditions, warranties or representations, are solely between the Customer and said third party. Bitebell shall have no liability, obligation or responsibility for such third-party services or products, and will not be a part of the contractual relationship between the Customer and such third parties.
Non-Exclusive Relationship

These Terms are non-exclusive, and nothing herein will be interpreted as to prevent the Customer or Bitebell from entering into similar agreements with third parties, and/or providing third parties with any kind of services or products, except for those prohibited under these Terms.
Trademarks

The Customer grants to Bitebell, and Bitebell grants to the Customer a limited, non-exclusive and non-transferable license during the Term, to use each Party’s respective Trademarks, on a royalty free basis, in connection with the activities related to these Terms. This license includes the right to reproduce, adapt and represent (in connection with all or part of the activities related to these Terms) the other Party’s 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. All uses of a Party’s Trademarks (owned or licensed, as applicable) will be in the form and format specified or approved by the Party that owns (or is a licensee of, as applicable) such Trademarks. Other than as specifically set forth in these Terms, neither Party will use the other Party’s Trademarks without the prior, express, written consent of the other Party. All goodwill related to the use of a Party’s Trademarks by the other Party will inure to the benefit of the Party that owns (or is a licensee of, as applicable) such Trademarks. Except as expressly set forth herein, neither Party will be deemed to grant the other Party any license or rights under any intellectual property or other proprietary rights. All rights not granted are expressly reserved. Neither Party will try to register or otherwise use and/or claim ownership in any of the other Party’s Trademarks, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services.
Intellectual Property

These Terms do not intend and shall not bring or be construed to bring any change to the propriety of or licenses to any Intellectual Property of the Customer or Bitebell. The Customer and Bitebell agree that they shall not, as a result of these Terms, be entitled to any claim with regard to any Intellectual Property to which, prior to the signing of these Terms, was not entitled. Bitebell is and remains the exclusive owner of all its Intellectual Property relating to its products and services including, but not limited to, the Intellectual Property that underlies or is incorporated, included or used in Bitebell technology, Bitebell Services, website, or software, including any improvements, upgrades, modifications and any other changes thereto.
Confidentiality

Each Recipient agrees that it will not disclose the Discloser’s Confidential Information to any third parties other than its Representatives or use it in any way other than as necessary to perform its obligations under these Terms. Each Recipient will ensure that Confidential Information will only be made available to those of its Representatives who have a need to know such 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 confidentiality obligations of these Terms and will be solely responsible for any breach of these Terms 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 the 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 the 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 the Confidential Information is complete or accurate; all the Confidential Information is provided “as is”.
Publicity

Except as may be expressly set forth in these Terms, required by law, or otherwise agreed by the Parties in writing, neither the Customer nor Bitebell may issue a press release or otherwise refer to the other Party in any manner with respect to these Terms or otherwise, without the prior written consent of the other Party, which will not be unreasonably withheld. Notwithstanding the above, the Customer authorizes Bitebell to promote the partnership with the Customer through Bitebell’s social media channels (including Facebook, Instagram, LinkedIn, and others), on its website, and on marketing materials created by Bitebell.
Insurance

Bitebell may request from the Customer that the Customer maintains during the Term and for one (1) year thereafter: (a) contractual liability insurance with appropriate policy limits considering the size of the Customer’s business and the expected scope of Bitebell Services to be provided to the Customer under these Terms, but in any case of not less than one hundred thousand euros (EUR 100,000) combined single limit per occurrence, and; (b) general liability insurance with appropriate policy limits considering the size of the Customer’s business and the expected scope of Bitebell Services to be provided to the Customer under these Terms, but in any case of not less than one hundred thousand euros (EUR 100,000)]combined single limit per occurrence. All such policies will be written by reputable insurance companies. In that case, the Customer shall not cancel or materially reduce its insurance without thirty (30) days prior written notice to Bitebell. Upon Bitebell’s request, the Customer will provide evidence of the insurance required herein. In no event will the limits of any policy be considered as limiting the liability of the Customer under these Terms.
Representations and Warranties

The Customer and Bitebell hereby 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 (including without limitation all applicable Data Protection Laws); (iv) the content, media and other materials used or provided by such each Party as part of these Terms or required for the provision of Bitebell Services shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third Party; and (v) no consent, authorization or approval from any governmental authority or any other entity is necessary in connection with the execution, delivery and performance by either Party of these Terms or any of the obligations hereunder.
Disclaimer

Bitebell makes no representations, and hereby expressly disclaims all warranties, express or implied, statutory or otherwise, to the maximum extent permitted by the Applicable Laws, regarding Bitebell Services, Non-GA Services, its products 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. The Customer acknowledges and agrees that Bitebell Services (including Non-GA Services) are provided “as is”. Bitebell does not warrant that Bitebell Services (or Non-GA Services) shall be uninterrupted, error-free or that they shall meet the Customer’s specific needs, nor that Bitebell Services (or Non-GA Services), or information provided by Bitebell under these Terms shall be free from viruses, harmful components, errors or defects (nor that the said shall be corrected), nor that Bitebell Services (or Non-GA Services) shall operate in combination with other services, hardware, software, system or data. Bitebell shall have no liability for the (in)correctness of any data provided to it under these Terms or for any malfunction of Bitebell Services (or Non-GA Services).
Indemnification

a. From the Customer: The Customer will indemnify, defend and hold harmless Bitebell, and their respective directors, officers, employees and agents (the “Bitebell 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: (a) the negligence or wilful misconduct of the Customer, the Customer’s Affiliates, or its or their respective employees or agents in their performance of these Terms; (b) any claims that the Customer breached its representations or warranties under these Terms; (c) any claims that the Customer’s Trademarks or Intellectual property infringe a third party’s intellectual property rights, as long as such Trademarks and Intellectual property has been used in the manner approved by the Customer; (d) the Customer’s breach of any of its obligations under these Terms or any Applicable Laws; (e) the promotions and/or discounts offered by the Customer to its clients in connection with the Direct Ordering Services, and/or with any Losses arising from the nature or the quality of the Products sold by the Customer to its clients through the Direct Ordering Services, and/or delivered to its clients in connection with the Delivery Orchestration Services.b. From Bitebell: Bitebell will indemnify, defend and hold harmless the Customer, and its respective directors, officers, employees and agents (the “Customer Indemnified Party”) from and against any Losses with respect to: (a) the negligence or wilful misconduct of Bitebell, or its employees or agents in their performance of this Terms, or; (b) any third party claims alleging that the use of Bitebell Services as permitted hereunder infringes or misappropriates a third party’s intellectual property right, and shall indemnify the Customer Indemnified Parties as a result of, and for amounts paid by the Customer under a court-approved settlement of the Losses; provided, however, that Bitebell shall have no liability under this section 30 b to the extent that the Losses arise from the Customer’s negligence, misconduct, or breach of the Terms.

c. Procedure: Each indemnified Party shall provide prompt notice to the other Party of any potential claim subject to indemnification hereunder. The indemnifying Party will assume the defence 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 defence of a claim, at the indemnifying Party’s expense.
Limits of Liability

a. Except for the either Party’s indemnification obligations, or damages arising from the either Party’s gross negligence or wilful misconduct, to the maximum extent permitted by the Applicable Laws, in no event shall Bitebell or the 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 Restaurant/Point of Sale, 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 Bitebell or the Customer have been advised of the possibility of such damages.b. Bitebell’s combined total cumulative liability of each and every kind under these Terms shall not exceed EUR 500, and the Customer’s combined total cumulative liability of each and every kind under these Terms shall not exceed EUR 500. Bitebell’s total cumulative liability for indemnification obligations set forth in these Terms shall not exceed EUR 1,000.
Governing Law and Dispute Resolution

These Terms shall be governed, construed, and interpreted in accordance with the laws of the Republic of Serbia, without regard to its conflict of laws provisions. Disputes arising out of or in connection to these Terms will in first instance try to be resolved through amicable resolution between the Parties. If the Customer and Bitebell fail to amicably resolve the Dispute, the Dispute shall be finally settled by arbitration organized in accordance with the Rules of the Belgrade Arbitration Center (the Belgrade Rules). The number of arbitrators shall be 3 (three) and the place of arbitration shall be Belgrade, Serbia. The language to be used in the arbitral proceedings shall be English and the applicable substantive law shall be the laws of the Republic of Serbia.
Term and Termination

a. These Terms are effective from the Effective Date until they are terminated by either Party in accordance with these Terms (“Term”).b. Either party (“Terminating Party”) may immediately terminate these Terms by giving written notice to the other Party, if the other Party: (a) is the subject of adverse and negative publicity which the Terminating Party, acting reasonably, considers to adversely and materially affect the Terminating Party’s brand, reputation or public image; (b) breaches any of its warranties, representations, and/or obligations under these Terms, or; (c) has engaged in activity that the Terminating Party reasonably believes is fraudulent or unlawful.

c. The Customer may stop using some or all Bitebell Services at any time. Subject to any financial commitments expressly made by the Customer in these Terms, the Customer may terminate these Terms with respect to some or all Bitebell Services for its convenience abiding by the notice rules applicable to that specific Bitebell Service depending on the type of subscription the Customer opted for: (a) if the Customer opted for the Monthly Pre-Paid Subscription for a specific Bitebell Service, it may terminate these Terms with respect to that Bitebell Service at any time during the Subscription Period without the right to be refunded for the paid Subscription Fee; (b) if the Customer opted for the Annual Pre-Paid Subscription or a Post-Paid Subscription for a specific Bitebell Service, it may terminate these Terms with respect to that Bitebell Service with ninety (90) days written notice.

d. Unless otherwise prescribed elsewhere in these Terms, if the Customer opted for the Annual Pre-Paid Subscription for some or all Bitebell Service and it terminates these Terms for its convenience with respect to that/those Bitebell Services: (a) within the first three (3) months as of the Setup Date if the Customer did not have a Free Trial Period or as of the day following the Free Trial End Date if the Customer had a Free Trial Period, the Subscription Fee paid by the Customer shall be proportionally refunded to the Customer; (b) after the first three (3) months as of the Setup Date if the Customer did not have a Free Trial Period or as of the day following the Free Trial End Date if the Customer had a Free Trial Period, the Subscription Fee paid by the Customer shall not be refunded.

e. If the Customer opted for the Annual Pre-Paid Subscription for some or all Bitebell Service and it fails to settle the overage for such Bitebell Service (if any) within 30 days from their invoicing, Bitebell reserves the right to terminate these Terms with respect to that/those Bitebell Services with immediate effect in which case the Subscription Fee paid by the Customer shall not be refunded.

f. Bitebell may terminate these Terms for its convenience at any time without liability to the Customer by providing a thirty (30) days written notice.

g. Upon termination, Bitebell shall terminate the Customer’s access to Bitebell Account, and the data residing therein, and the Customer will lose access to all of the data, information, and content related to the Customer’s use of Bitebell Services (including Bitebell Service Results).
Changes to the Terms

Bitebell reserves the right to modify these Terms, for any reason, by posting an updated version on https://bitebell.com/ or by providing a written notice to the email address associated with t Bitebell Account. Bitebell will inform the Customer of any changes that are made to the Terms. Material changes to the Terms (as defined by Bitebell) will become effective thirty (30) days after notice is provided, except for when those changes are required by an administrative or judicial order, to comply with any Applicable Laws or regulation, or to respond or react to a security related issue, in which case those changes will be effective immediately. Bitebell reserves the right to select the channel and/or means by which notice of material changes will be provided.
General

a. All payment, confidentiality, indemnity, and limits of liability obligations shall survive the expiration or termination of these Terms.b. The Customer shall comply with all the Applicable Laws and regulations (including the Data Protection Laws, health and safety regulations, tax laws, and consumer protection laws). The Customer’s use of Bitebell Services is subject to all applicable local, state, national and international laws and regulations. This comprises all legal obligations incumbent on the Customer to mark beverages as alcoholic and label food ingredients as containing allergens. The Customer will not use Bitebell 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 Republic of Serbia, the EU or any other country) or prohibited by these Terms, or which infringes the rights of Bitebell or third parties.

c. Any notice to Bitebell should be provided at contact@bitebell.com. Notices to the Customer will be sent to the email address provided by the Customer in the onboarding process. Notice terms shall be calculated using calendar days.

d. 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.

e. If any provision of these Terms is held to be illegal, invalid or unenforceable, in whole or in part, such provision or part thereof shall to that extent be deemed not to form part of these 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 these Terms.

f. 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 Event 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 these Terms.

g. The 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 Bitebell. The Customer agrees and hereby gives its explicit consent that Bitebell may assign these Terms or any of its rights and obligations hereunder, in whole or in part, subject to a prior written notice to the Customer, to any Bitebell Affiliates or to any third party.

h. The Parties expressly agree that these terms do not create a joint venture, partnership, or agency relationship between Bitebell) and the Customer (an/or the Customer’s Affiliates). Neither Party shall have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other Party hereto, in the absence of a separate writing, executed by an authorized representative of the other Party. Each Party shall be solely responsible for its employees and contractors used in connection with these Terms.

i. 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.

i. 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.

EXHIBIT A: SPECIAL TERMS OF SERVICE

These special terms of service are an integral part of the Terms and consist of: Order Management Terms, POS Synchronization Terms, Menu Management Terms, Delivery Orchestration Terms, Insights Terms and Direct Ordering Terms.

I. ORDER MANAGEMENT TERMS

The following Order Management Terms govern the Customer’s access to and use of the Order Management Services. All undefined, capitalized terms will have the meaning set forth in Exhibit C.

Scope

Bitebell will provide the Customer with the Order Management Services in accordance with these Order Management Terms. The Order Management Services may also include the Customer’s access to other functionalities or features made available by Bitebell in the future. Unless otherwise offered by Bitebell, the Order Management Services are provided under a subscription model.
Access

Upon execution of the Terms, and once the onboarding process of the Customer has been completed, the Customer will be able to use the Order Management Services. The Order Management Services can be accessed by the Customers through the Dashboard and/or the Order Manager App. Use of the Dashboard and the Order Manager App is subject to the terms and restrictions that apply to Bitebell’s Intellectual Property as set forth in the General Terms.
Subscription Fee

In consideration for the provision of the Order Management Services, Bitebell will charge the Customer the Subscription Fee that the Customer opted for during the onboarding process or agreed to pay in the quote issued by Bitebell if that option was made available for the Customer. The amount of the Subscription Fee depends on the volume of orders that were processed in connection with the Order Management Services in the respective Subscription Period. If the volume of orders that were processed in connection with the Order Management Services in the respective Subscription Period exceeds the volume of orders corresponding to the Subscription Fee the Customer opted for during the onboarding process or agreed to pay in the quote issued by Bitebell if that option was made available for the Customer, Bitbell reserves the right to charge either the Subscription Fee increased in proportion to the overage in line with the pricing disclosed to the Customer during the onboarding process or the Subscription Fee corresponding to the increased volume of processed orders. The Subscription Fee applies for each Restaurant/Point of Sale that receives and/or uses the Order Management Services. The Subscription Fee shall be paid in the currency the Customer opted for during the onboarding process or agreed in the quote issued by Bitebell if that option was made available for the Customer, unless Bitebell and the Customer are based in the same country in which case the Subscription Fee shall be in the local currency of the country where Bitebell and the Customer are based. Save for in the case of the Post-Paid Subscription, the (proportional) Subscription Fee for the initial Subscription Period shall be charged from the Customer’s card on the Setup Date if the Customer did not have a Free Trial Period or on the day following the Free Trial End Date if the Customer had a Free Trial Period. If the Subscription Fee varies based on the volume of processed orders, Bitebell reserves the right to upgrade or downgrade the applicable Subscription Fee that the Customer has to pay for each Subscription Period, as applicable.
Setup Fee

In consideration of the initial setting up of each Restaurant/Point of Sale of the Customer within the Customer’s Bitebell Account, Bitebell will charge the Customer a one-off Setup Fee in line with the pricing disclosed to the Customer during the onboarding process. The Setup Fee shall be charged together with the Subscription Fee for the initial Subscription Period. For the avoidance of doubt, if a particular Restaurant/Point of Sale had already been set up within the Bitebell Account prior to the Setup Date for the Order Management Services, a Setup Fee shall not be charged.
Subscription

During the onboarding process, the Customer can opt between a Monthly Pre-Paid Subscription, an Annual Pre-Paid Subscription or a Post-Paid Subscription.

a. Monthly Pre-Paid Subscription: Unless otherwise notified by Bitebell, the Monthly Pre-Paid Subscription has a Subscription Period that matches each calendar month, save for the initial Subscription Period that starts on the Setup Date if the Customer did not have a Free Trial Period, or on the day following the Free Trial End Date if a Free Trial Period was offered to the Customer, and ends on the last day of the calendar month in which it started. The Monthly Pre-Paid Subscription will be automatically renewed for additional Subscription Periods, unless terminated by the Customer in line with the general rules on termination contained in the Terms.

b. Annual Pre-Paid Subscription: The Annual Pre-Paid Subscription has a Subscription Period that lasts for one year, starting from the Setup Date if the Customer did not have a Free Trial Period, or on the day following the Free Trial End Date if a Free Trial Period was offered to the Customer, and ending the following calendar year on the day of the month corresponding the day and the month on which the Annual Pre-Paid Subscription started. The Annual Pre-Paid Subscription will be automatically renewed for additional Subscription Periods, unless terminated by the Customer in line with the general rules on termination contained in the Terms.

c. Post-Paid Subscription: Unless otherwise notified by Bitebell, the Post-Paid Subscription has a Subscription Period that matches each calendar month, save for the initial Subscription Period that starts on the Setup Date if the Customer did not have a Free Trial Period, or on the day following the Free Trial End Date if a Free Trial Period was offered to the Customer, and ends on the last day of the calendar month in which it started. The Post-Paid Subscription will be automatically renewed for additional Subscription Periods, unless terminated by the Customer in line with the general rules on termination contained in the Terms.
Charging of the Subscription Fee, Invoicing and Payment Term

a. Monthly Pre-Paid Subscription: If the Customer opted for the Monthly Pre-Paid Subscription, following the charging of the (proportional) Subscription Fee for the initial Subscription Period, subsequent Subscription Fees will be charged to the Customer on the first day of each subsequent Subscription Period. The Customer authorizes Bitebell to charge the Subscription Fee to the Customer’s credit and/or debit card on file. If the funds for the settlement of the Subscription Fee are not charged within the next seven (7) days from the beginning of the Subscription Period, Bitebell reserves the right to suspend Bitebell Services. Invoice for the charged Subscription Fee shall be provided to the Customer without delay following the charging of the Subscription Fee.

b. Annual Pre-Paid Subscription: If the Customer opted for the Annual Pre-Paid Subscription, the initially charged Subscription Fee shall include the Subscription Fee for the entire Annual Subscription Period. Subsequent Subscription Fees will be charged to the Customer on the first day of each subsequent Subscription Period. The Customer authorizes Bitebell to charge the Subscription Fee to the Customer’s credit and/or debit card on file. If the funds for the settlement of the Subscription Fee are not charged within the next seven (7) days from the beginning of the Subscription Period, Bitebell reserves the right to suspend Bitebell Services. Invoice for the charged Subscription Fee shall be provided to the Customer without delay following the charging of the Subscription Fee.

c. Post-Paid Subscription: If the Customer opted for the Post-Paid Subscription, the (proportional) Subscription Fee for the initial Subscription Period and for each subsequent Subscription Period shall be invoiced on the last day of the Subscription Period and shall be payable within seven (7) days from the invoicing. The Customer may opt to authorizes Bitebell to charge the Subscription Fee to the Customer’s credit and/or debit card on file on the last day of the Subscription Period in which case the invoice for the charged Subscription Fee shall be provided to the Customer without delay following the charging of the Subscription Fee. If the funds for the settlement of the Subscription Fee are not charged within the next seven (7) days from the last day of the Subscription Period, Bitebell reserves the right to suspend Bitebell Services.
No responsibility for delivery channels, ISP providers and/or POS providers

The Customer hereby acknowledges and agrees that Bitebell shall not be responsible or liable if orders cannot be managed in connection with the Order Management Services as a result of an issue, outage, problem, bug, or defect caused directly or indirectly by the delivery channel(s), internet service provider(s) (ISP) and/or point-of-sale (POS) provider(s) used by the Customer.

II. POS SYNCHRONIZATION TERMS

The following POS Synchronization Terms govern the Customer’s access to and use of the POS Synchronization Services. All undefined, capitalized terms will have the meaning set forth in Exhibit C.

Scope

Bitebell will provide the Customer with the POS Synchronization Services in accordance with these POS Synchronization Terms. The POS Synchronization Services may also include the Customer’s access to other functionalities or features made available by Bitebell in the future. Unless otherwise offered by Bitebell, the POS Synchronization Services are provided under a subscription model.
Access

Upon execution of the Terms, and once the onboarding process of the Customer has been completed, the Customer will be able to use the POS Synchronization Services. The POS Synchronization Services can be accessed by the Customers through the Dashboard. Use of the Dashboard is subject to the terms and restrictions that apply to Bitebell’s Intellectual Property as set forth in the General Terms.
Subscription Fee

In consideration for the provision of the POS Synchronization Services, Bitebell will charge the Customer the Subscription Fee that the Customer opted for during the onboarding process or agreed to pay in the quote issued by Bitebell if that option was made available for the Customer. The amount of the Subscription Fee depends on the volume of orders that were processed in connection with the POS Synchronization Services in the respective Subscription Period. If the volume of orders that were processed in connection with the POS Synchronization Services in the respective Subscription Period exceeds the volume of orders corresponding to the Subscription Fee the Customer opted for during the onboarding process or agreed to pay in the quote issued by Bitebell if that option was made available for the Customer, Bitbell reserves the right to charge either the Subscription Fee increased in proportion to the overage in line with the pricing disclosed to the Customer during the onboarding process or the Subscription Fee corresponding to the increased volume of processed orders. The Subscription Fee applies for each Restaurant/Point of Sale that receives and/or uses the POS Synchronization Services. The Subscription Fee shall be paid in the currency the Customer opted for during the onboarding process or agreed in the quote issued by Bitebell if that option was made available for the Customer, unless Bitebell and the Customer are based in the same country in which case the Subscription Fee shall be in the local currency of the country where Bitebell and the Customer are based. Save for in the case of the Post-Paid Subscription, the (proportional) Subscription Fee for the initial Subscription Period shall be charged from the Customer’s card on the Setup Date if the Customer did not have a Free Trial Period or on the day following the Free Trial End Date if the Customer had a Free Trial Period. If the Subscription Fee varies based on the volume of processed orders, Bitebell reserves the right to upgrade or downgrade the applicable Subscription Fee that the Customer has to pay for each Subscription Period, as applicable.
Setup Fee

In consideration of the initial setting up of each Restaurant/Point of Sale of the Customer within the Customer’s Bitebell Account, Bitebell will charge the Customer a one-off Setup Fee in line with the pricing disclosed to the Customer during the onboarding process. The Setup Fee shall be charged together with the Subscription Fee for the initial Subscription Period. For the avoidance of doubt, if a particular Restaurant/Point of Sale had already been set up within the Bitebell Account prior to the Setup Date for the POS Synchronization Services, a Setup Fee shall not be charged.
Subscription

During the onboarding process, the Customer can opt between a Monthly Pre-Paid Subscription, an Annual Pre-Paid Subscription or a Post-Paid Subscription.

a. Monthly Pre-Paid Subscription: Unless otherwise notified by Bitebell, the Monthly Pre-Paid Subscription has a Subscription Period that matches each calendar month, save for the initial Subscription Period that starts on the Setup Date if the Customer did not have a Free Trial Period, or on the day following the Free Trial End Date if a Free Trial Period was offered to the Customer, and ends on the last day of the calendar month in which it started. The Monthly Pre-Paid Subscription will be automatically renewed for additional Subscription Periods, unless terminated by the Customer in line with the general rules on termination contained in the Terms.

b. Annual Pre-Paid Subscription: The Annual Pre-Paid Subscription has a Subscription Period that lasts for one year, starting from the Setup Date if the Customer did not have a Free Trial Period, or on the day following the Free Trial End Date if a Free Trial Period was offered to the Customer, and ending the following calendar year on the day of the month corresponding the day and the month on which the Annual Pre-Paid Subscription started. The Annual Pre-Paid Subscription will be automatically renewed for additional Subscription Periods, unless terminated by the Customer in line with the general rules on termination contained in the Terms.

c. Post-Paid Subscription: Unless otherwise notified by Bitebell, the Post-Paid Subscription has a Subscription Period that matches each calendar month, save for the initial Subscription Period that starts on the Setup Date if the Customer did not have a Free Trial Period, or on the day following the Free Trial End Date if a Free Trial Period was offered to the Customer, and ends on the last day of the calendar month in which it started. The Post-Paid Subscription will be automatically renewed for additional Subscription Periods, unless terminated by the Customer in line with the general rules on termination contained in the Terms.
Charging of the Subscription Fee, Invoicing and Payment Term

a. Monthly Pre-Paid Subscription: If the Customer opted for the Monthly Pre-Paid Subscription, following the charging of the (proportional) Subscription Fee for the initial Subscription Period, subsequent Subscription Fees will be charged to the Customer on the first day of each subsequent Subscription Period. The Customer authorizes Bitebell to charge the Subscription Fee to the Customer’s credit and/or debit card on file. If the funds for the settlement of the Subscription Fee are not charged within the next seven (7) days from the beginning of the Subscription Period, Bitebell reserves the right to suspend Bitebell Services. Invoice for the charged Subscription Fee shall be provided to the Customer without delay following the charging of the Subscription Fee.

b. Annual Pre-Paid Subscription: If the Customer opted for the Annual Pre-Paid Subscription, the initially charged Subscription Fee shall include the Subscription Fee for the entire Annual Subscription Period. Subsequent Subscription Fees will be charged to the Customer on the first day of each subsequent Subscription Period. The Customer authorizes Bitebell to charge the Subscription Fee to the Customer’s credit and/or debit card on file. If the funds for the settlement of the Subscription Fee are not charged within the next seven (7) days from the beginning of the Subscription Period, Bitebell reserves the right to suspend Bitebell Services. Invoice for the charged Subscription Fee shall be provided to the Customer without delay following the charging of the Subscription Fee.

c. Post-Paid Subscription: If the Customer opted for the Post-Paid Subscription, the (proportional) Subscription Fee for the initial Subscription Period and for each subsequent Subscription Period shall be invoiced on the last day of the Subscription Period and shall be payable within seven (7) days from the invoicing. The Customer may opt to authorizes Bitebell to charge the Subscription Fee to the Customer’s credit and/or debit card on file on the last day of the Subscription Period in which case the invoice for the charged Subscription Fee shall be provided to the Customer without delay following the charging of the Subscription Fee. If the funds for the settlement of the Subscription Fee are not charged within the next seven (7) days from the last day of the Subscription Period, Bitebell reserves the right to suspend Bitebell Services.
No responsibility for delivery channels, ISPs and/or POS providers

The Customer hereby acknowledges and agrees that Bitebell shall not be responsible or liable if orders cannot be synchronized in connection with the POS Synchronization Services as a result of an issue, outage, problem, bug, or defect caused directly or indirectly by the delivery channel(s), internet service provider(s) (ISPs) and/or point-of-sale provider(s) (POS) used by the Customer.

III. MENU MANAGEMENT TERMS

The following Menu Management Terms govern the Customer’s access to and use of the Menu Management Services. All undefined, capitalized terms will have the meaning set forth in Exhibit C.

Scope

Bitebell will provide the Customer with the Menu Management Services in accordance with these Menu Management Terms. The Menu Management Services may also include the Customer’s access to other functionalities or features made available by Bitebell in the future. Unless otherwise offered by Bitebell, the Menu Management Services are provided under a subscription model.
Access

Upon execution of the Terms, and once the onboarding process of the Customer has been completed, the Customer will be able to use the Menu Management Services. The Menu Management Services can be accessed by the Customers through the Dashboard and/or for some functionalities through the Order Manager App. Use of the Dashboard and the Order Manager App is subject to the terms and restrictions that apply to Bitebell’s Intellectual Property as set forth in the General Terms.
Subscription Fee

In consideration for the provision of the Menu Management Services, Bitebell will charge the Customer the Subscription Fee that the Customer opted for during the onboarding process or agreed to pay in the quote issued by Bitebell if that option was made available for the Customer. The amount of the Subscription Fee depends on the number of brands tied to the Restaurant/Point of Sale. If the number of brands tied to the Restaurant/Point of Sale exceeds the number of brands corresponding to the Subscription Fee the Customer opted for during the onboarding process or agreed to pay in the quote issued by Bitebell if that option was made available for the Customer, Bitbell reserves the right to charge either the Subscription Fee increased in proportion to the overage in line with the pricing disclosed to the Customer during the onboarding process or the Subscription Fee corresponding to the increased number of brands tied to the Restaurant/Point of Sale. The Subscription Fee applies for each Restaurant/Point of Sale that receives and/or uses the Menu Management Services. The Subscription Fee shall be paid in the currency the Customer opted for during the onboarding process or agreed in the quote issued by Bitebell if that option was made available for the Customer, unless Bitebell and the Customer are based in the same country in which case the Subscription Fee shall be in the local currency of the country where Bitebell and the Customer are based. Save for in the case of the Post-Paid Subscription, the (proportional) Subscription Fee for the initial Subscription Period shall be charged from the Customer’s card on the Setup Date if the Customer did not have a Free Trial Period or on the day following the Free Trial End Date if the Customer had a Free Trial Period. If the Subscription Fee varies based on the number of brands, Bitebell reserves the right to upgrade or downgrade the applicable Subscription Fee that the Customer has to pay for each Subscription Period, as applicable.
Setup Fee

In consideration of the initial setting up of each Restaurant/Point of Sale of the Customer within the Customer’s Bitebell Account, Bitebell will charge the Customer a one-off Setup Fee in line with the pricing disclosed to the Customer during the onboarding process. The Setup Fee shall be charged together with the Subscription Fee for the initial Subscription Period. For the avoidance of doubt, if a particular Restaurant/Point of Sale had already been set up within the Bitebell Account prior to the Setup Date for the Menu Management Services, a Setup Fee shall not be charged.
Subscription

During the onboarding process, the Customer can opt between a Monthly Pre-Paid Subscription, an Annual Pre-Paid Subscription or a Post-Paid Subscription.

a. Monthly Pre-Paid Subscription: Unless otherwise notified by Bitebell, the Monthly Pre-Paid Subscription has a Subscription Period that matches each calendar month, save for the initial Subscription Period that starts on the Setup Date if the Customer did not have a Free Trial Period, or on the day following the Free Trial End Date if a Free Trial Period was offered to the Customer, and ends on the last day of the calendar month in which it started. The Monthly Pre-Paid Subscription will be automatically renewed for additional Subscription Periods, unless terminated by the Customer in line with the general rules on termination contained in the Terms.

b. Annual Pre-Paid Subscription: The Annual Pre-Paid Subscription has a Subscription Period lasts for one year, starting from the Setup Date if the Customer did not have a Free Trial Period, or on the day following the Free Trial End Date if a Free Trial Period was offered to the Customer, and ending the following calendar year on the day of the month corresponding the day and the month on which the Annual Pre-Paid Subscription started. The Annual Pre-Paid Subscription will be automatically renewed for additional Subscription Periods, unless terminated by the Customer in line with the general rules on termination contained in the Terms.

c. Post-Paid Subscription: Unless otherwise notified by Bitebell, the Post-Paid Subscription has a Subscription Period that matches each calendar month, save for the initial Subscription Period that starts on the Setup Date if the Customer did not have a Free Trial Period, or on the day following the Free Trial End Date if a Free Trial Period was offered to the Customer, and ends on the last day of the calendar month in which it started. The Post-Paid Subscription will be automatically renewed for additional Subscription Periods, unless terminated by the Customer in line with the general rules on termination contained in the Terms.
Charging of the Subscription Fee, Invoicing and Payment Term

a. Monthly Pre-Paid Subscription: If the Customer opted for the Monthly Pre-Paid Subscription, following the charging of the (proportional) Subscription Fee for the initial Subscription Period, subsequent Subscription Fees will be charged to the Customer on the first day of each subsequent Subscription Period. The Customer authorizes Bitebell to charge the Subscription Fee to the Customer’s credit and/or debit card on file. If the funds for the settlement of the Subscription Fee are not charged within the next seven (7) days from the beginning of the Subscription Period, Bitebell reserves the right to suspend Bitebell Services. Invoice for the charged Subscription Fee shall be provided to the Customer without delay following the charging of the Subscription Fee.

b. Annual Pre-Paid Subscription: If the Customer opted for the Annual Pre-Paid Subscription, the initially charged Subscription Fee shall include the Subscription Fee for the entire Annual Subscription Period. Subsequent Subscription Fees will be charged to the Customer on the first day of each subsequent Subscription Period. The Customer authorizes Bitebell to charge the Subscription Fee to the Customer’s credit and/or debit card on file. If the funds for the settlement of the Subscription Fee are not charged within the next seven (7) days from the beginning of the Subscription Period, Bitebell reserves the right to suspend Bitebell Services. Invoice for the charged Subscription Fee shall be provided to the Customer without delay following the charging of the Subscription Fee.

c. Post-Paid Subscription: If the Customer opted for the Post-Paid Subscription, the (proportional) Subscription Fee for the initial Subscription Period and for each subsequent Subscription Period shall be invoiced on the last day of the Subscription Period and shall be payable within seven (7) days from the invoicing. The Customer may opt to authorizes Bitebell to charge the Subscription Fee to the Customer’s credit and/or debit card on file on the last day of the Subscription Period in which case the invoice for the charged Subscription Fee shall be provided to the Customer without delay following the charging of the Subscription Fee. If the funds for the settlement of the Subscription Fee are not charged within the next seven (7) days from the last day of the Subscription Period, Bitebell reserves the right to suspend Bitebell Services.
No Bitebell responsibility for menu/catalogue content, delivery channels, ISPs and/or POS providers

The Customer hereby acknowledges and agrees that Bitebell cannot be responsible or liable for the content of the Customer’s menu/catalogue managed by way of the Menu Management Services. The Customer remains solely responsible and liable for compliance of the menu/catalogue content with the Applicable Laws. The Customer hereby acknowledges and agrees that Bitebell shall not be responsible or liable if the content of the Customer’s menu/catalogue cannot be managed in connection with the Menu Management Services as a result of an issue, outage, problem, bug, or defect caused directly or indirectly by the delivery channel(s), internet service provider(s) (ISPs) and/or point-of-sale provider(s) used by the Customer.

IV. DELIVERY ORCHESTRATION TERMS

The following Delivery Orchestration Terms govern the Customer’s access to and use of the Delivery Orchestration Services. All undefined, capitalized terms will have the meaning set forth in Exhibit C.

Scope

Bitebell will provide the Customer with the Delivery Orchestration Services in accordance with these Delivery Orchestration Terms. For the sake of clarity, the Delivery Orchestration Services are not delivery services. Bitebell’s role in the provision of the Delivery Orchestration Services is limited to provision of technological and technical services that enable an ongoing integration between the Customer’s platform and the Delivery Provider’s platform. The merchant/provider of delivery services shall be the selected Delivery Provider or its couriers (as the case may be), not Bitebell. The Delivery Orchestration Services can be used in connection with Merchant Fulfilled Orders. The Delivery Orchestration Services are provided under a subscription model.
Access

Upon execution of the Terms, and once the onboarding process of the Customer has been completed, the Customer will be able to use the Delivery Orchestration Services. The Delivery Orchestration Services can be accessed by the Customers through the Dashboard. Use of the Dashboard is subject to the terms and restrictions that apply to Bitebell’s Intellectual Property as set forth in the Terms.
Subscription Fee

In consideration for the provision of the Delivery Orchestration Services, Bitebell will charge the Customer the Subscription Fee that the Customer opted for during the onboarding process or agreed to pay in the quote issued by Bitebell if that option was made available for the Customer. The amount of the Subscription Fee depends on the volume of delivery requests that are processed in connection with the Delivery Orchestration Services in the respective Subscription Period. If the volume of delivery requests that were processed in connection with the Delivery Orchestration Services in the respective Subscription Period exceeds the volume of delivery requests corresponding to the Subscription Fee the Customer opted for during the onboarding process or agreed to pay in the quote issued by Bitebell if that option was made available for the Customer, Bitbell reserves the right to charge either the Subscription Fee increased in proportion to the overage in line with the pricing disclosed to the Customer during the onboarding process or the Subscription Fee corresponding to the increased volume of delivery requests. The Subscription Fee applies for each Restaurant/Point of Sale that receives and/or uses the Delivery Orchestration Services. The Subscription Fee shall be paid in the currency the Customer opted for during the onboarding process or agreed in the quote issued by Bitebell if that option was made available for the Customer, unless Bitebell and the Customer are based in the same country in which case the Subscription Fee shall be in the local currency of the country where Bitebell and the Customer are based. Save for in the case of the Post-Paid Subscription, the (proportional) Subscription Fee for the initial Subscription Period shall be charged from the Customer’s card on the Setup Date if the Customer did not have a Free Trial Period or on the day following the Free Trial End Date if the Customer had a Free Trial Period.
Setup Fee

In consideration of the initial setting up of each Restaurant/Point of Sale of the Customer within the Customer’s Bitebell Account, Bitebell will charge the Customer a one-off Setup Fee in line with the pricing disclosed to the Customer during the onboarding process. The Setup Fee shall be charged together with the Subscription Fee for the initial Subscription Period. For the avoidance of doubt, if a particular Restaurant/Point of Sale had already been set up within the Bitebell Account prior to the Setup Date for the Delivery Orchestration Services, a Setup Fee shall not be charged.
Delivery Fee

In consideration for the provision of delivery services, the Customer shall pay the Delivery Fee (and/or the cancellation fee, as the case may be) to the Delivery Provider. The Delivery Fee shall be displayed for the Customer on the Dashboard before placing a delivery request with the Delivery Provider, where applicable.
Subscription

During the onboarding process, the Customer can opt between a Monthly Pre-Paid Subscription, an Annual Pre-Paid Subscription or a Post-Paid Subscription.

a. Monthly Pre-Paid Subscription: Unless otherwise notified by Bitebell, the Monthly Pre-Paid Subscription has a Subscription Period that matches each calendar month, save for the initial Subscription Period that starts on the Setup Date if the Customer did not have a Free Trial Period, or on the day following the Free Trial End Date if a Free Trial Period was offered to the Customer, and ends on the last day of the calendar month in which it started. The Monthly Pre-Paid Subscription will be automatically renewed for additional Subscription Periods, unless terminated by the Customer in line with the general rules on termination contained in the Terms.

b. Annual Pre-Paid Subscription: The Annual Pre-Paid Subscription has a Subscription Period that lasts for one year, starting from the Setup Date if the Customer did not have a Free Trial Period, or on the day following the Free Trial End Date if a Free Trial Period was offered to the Customer, and ending the following calendar year on the day of the month corresponding the day and the month on which the Annual Pre-Paid Subscription started. The Annual Pre-Paid Subscription will be automatically renewed for additional Subscription Periods, unless terminated by the Customer in line with the general rules on termination contained in the Terms.

c. Post-Paid Subscription: Unless otherwise notified by Bitebell, the Post-Paid Subscription has a Subscription Period that matches each calendar month, save for the initial Subscription Period that starts on the Setup Date if the Customer did not have a Free Trial Period, or on the day following the Free Trial End Date if a Free Trial Period was offered to the Customer, and ends on the last day of the calendar month in which it started. The Post-Paid Subscription will be automatically renewed for additional Subscription Periods, unless terminated by the Customer in line with the general rules on termination contained in the Terms.
Charging of the Subscription Fee, Invoicing and Payment Term

a. Monthly Pre-Paid Subscription: If the Customer opted for the Monthly Pre-Paid Subscription, following the charging of the (proportional) Subscription Fee for the initial Subscription Period, subsequent Subscription Fees will be charged to the Customer on the first day of each subsequent Subscription Period. The Customer authorizes Bitebell to charge the Subscription Fee to the Customer’s credit and/or debit card on file. If the funds for the settlement of the Subscription Fee are not charged within the next seven (7) days from the beginning of the Subscription Period, Bitebell reserves the right to suspend Bitebell Services. Invoice for the charged Subscription Fee shall be provided to the Customer without delay following the charging of the Subscription Fee.

b. Annual Pre-Paid Subscription: If the Customer opted for the Annual Pre-Paid Subscription, the initially charged Subscription Fee shall include the Subscription Fee for the entire Annual Subscription Period. Subsequent Subscription Fees will be charged to the Customer on the first day of each subsequent Subscription Period. The Customer authorizes Bitebell to charge the Subscription Fee to the Customer’s credit and/or debit card on file. If the funds for the settlement of the Subscription Fee are not charged within the next seven (7) days from the beginning of the Subscription Period, Bitebell reserves the right to suspend Bitebell Services. Invoice for the charged Subscription Fee shall be provided to the Customer without delay following the charging of the Subscription Fee.

c. Post-Paid Subscription: If the Customer opted for the Post-Paid Subscription, the (proportional) Subscription Fee for the initial Subscription Period and for each subsequent Subscription Period shall be invoiced on the last day of the Subscription Period and shall be payable within seven (7) days from the invoicing. The Customer may opt to authorizes Bitebell to charge the Subscription Fee to the Customer’s credit and/or debit card on file on the last day of the Subscription Period in which case the invoice for the charged Subscription Fee shall be provided to the Customer without delay following the charging of the Subscription Fee. If the funds for the settlement of the Subscription Fee are not charged within the next seven (7) days from the last day of the Subscription Period, Bitebell reserves the right to suspend Bitebell Services.
Delivery Support

The Customer will be able to access support from the Delivery Provider as set forth in the Delivery Terms, or through the support channels that are communicated to the Customer by Bitebell. The Customer acknowledges and agrees that Bitebell is in no way responsible for providing support to the Customer for any issues that arise and/or relate to the provision of delivery services by the Delivery Provider.
No responsibility for the Delivery Provider

The Customer hereby acknowledges and agrees that Bitebell shall not be responsible or liable for any acts or omissions of the Delivery Provider or its couriers, including for the issues that might relate with the products of an order that are transferred by the Customer to the Delivery Provider, or for any issues related with the delivery service.
Delivery Provider Selection

The Dashboard will allow the Customers to: (a) manually select the delivery providers that the Customers want to see displayed in their Dashboard, and manually choose the Delivery Provider for each order and/or; (b) define a set of rules such as the maximum Delivery Fee, maximum pickup time, tie-breakers, and others that are made available by Bitebell, to automatically choose and send a delivery request to the Delivery Provider when such rules are met.
Delivery Details

The Delivery Details of the delivery providers enabled by the Customer will be displayed for the Customer in the Dashboard.
Provision of Delivery Services

Each delivery request that is placed by the Customer through the Dashboard and that is accepted by the Delivery Provider creates a legally binding relationship between the Customer and the Delivery Provider. The Customer acknowledges and agrees that Bitebell is not a part and will not be a part of the contractual relationship between the Customer and the Delivery Provider. The provision of delivery services by the Delivery Provider shall be governed by the Delivery Terms. The Delivery Fee, its invoicing and payment terms as well as refund and cancellation rules are set by and/or calculated by the Delivery Provider and not by Bitebell.
Delivery Orchestration Data

The Delivery Orchestration Data will be processed by Bitebell for the provision of the Delivery Orchestration Services. The terms under which the Delivery Orchestration Data is processed are governed by the Data Processing Addendum, as applicable. The Customer acknowledges that Bitebell will share the Delivery Orchestration Data with the Delivery Provider. Unless the Customer provides additional rights to the Delivery Provider under the Delivery Terms, or unless the Delivery Provider becomes data controller (as defined by Data Protection Laws), Bitebell will instruct the Delivery Provider to only use the Delivery Orchestration Data for the purpose of providing the delivery service, and to delete such data upon completion of the delivery services.
Courier Data

The provision of delivery services requires the Customer to receive the Courier Data from the Delivery Provider. The Customer acknowledges and agrees that the Courier Data can only be used for the provision of the delivery services, and that such data cannot be stored or processed by the Customer for any purpose.
Compliance

The Customer hereby represents and warrants that it shall not and will not allow third parties to use the Delivery Orchestration Services to request the delivery of the Restricted Products in any way that violates any Applicable Laws.

V. INSIGHTS TERMS

The following Insights Terms govern the Customer’s access to and use of the Insights Services. All undefined, capitalized terms will have the meaning set forth in Exhibit C.

Scope

Bitebell will provide the Customer with the Insights Services in accordance with these Insights Terms. The Insights Services may also include the Customer’s access to other functionalities or features made available by Bitebell in the future. Unless otherwise offered by Bitebell, the Insights Services are provided for under a subscription model.
Access

Upon execution of the Terms, and once the onboarding process of the Customer has been completed, the Customer will be provided with the Insights Reports. the Insights Reports shall be made accessible on the Dashboard and/or can be sent to the Customer’s email address if that option was provided by Bitebell and the Customer opted for it. Use of the Insights Reports is subject to the terms and restrictions that apply to Bitebell’s Intellectual Property as set forth in the General Terms.
Subscription Fee

In consideration for the provision of Insights Services, Bitebell will charge the Customer a fixed Subscription Fee per Restaurant/Point of Sale that the Customer opted for during the onboarding process, unless otherwise offered by Bitebell. The Subscription Fee shall be paid in the currency the Customer opted for during the onboarding process, unless Bitebell and the Customer are based in the same country in which case the Subscription Fee shall be in the local currency of the country where Bitebell and the Customer are based. Save for in the case of the Post-Paid Subscription, the (proportional) Subscription Fee for the initial Subscription Period shall be charged from the Customer’s card on the Setup Date if the Customer did not have a Free Trial Period or on the day following the Free Trial End Date if the Customer had a Free Trial Period.
Subscription

During the onboarding process, the Customer can opt between a Monthly Pre-Paid Subscription, an Annual Pre-Paid Subscription or a Post-Paid Subscription.

a. Monthly Pre-Paid Subscription: Unless otherwise notified by Bitebell, the Monthly Pre-Paid Subscription has a Subscription Period that matches each calendar month, save for the initial Subscription Period that starts on the Setup Date if the Customer did not have a Free Trial Period, or on the day following the Free Trial End Date if a Free Trial Period was offered to the Customer, and ends on the last day of the calendar month in which it started. The Monthly Pre-Paid Subscription will be automatically renewed for additional Subscription Periods, unless terminated by the Customer in line with the general rules on termination contained in the Terms.

b. Annual Pre-Paid Subscription: The Annual Pre-Paid Subscription has a Subscription Period that lasts for one year, starting from the Setup Date if the Customer did not have a Free Trial Period, or on the day following the Free Trial End Date if a Free Trial Period was offered to the Customer, and ending the following calendar year on the day of the month corresponding the day and the month on which the Annual Pre-Paid Subscription started. The Annual Pre-Paid Subscription will be automatically renewed for additional Subscription Periods, unless terminated by the Customer in line with the general rules on termination contained in the Terms.

c. Post-Paid Subscription: Unless otherwise notified by Bitebell, the Post-Paid Subscription has a Subscription Period that matches each calendar month, save for the initial Subscription Period that starts on the Setup Date if the Customer did not have a Free Trial Period, or on the day following the Free Trial End Date if a Free Trial Period was offered to the Customer, and ends on the last day of the calendar month in which it started. The Post-Paid Subscription will be automatically renewed for additional Subscription Periods, unless terminated by the Customer in line with the general rules on termination contained in the Terms.
Charging of the Subscription Fee, Invoicing and Payment Term

a. Monthly Pre-Paid Subscription: If the Customer opted for the Monthly Pre-Paid Subscription, following the charging of the (proportional) Subscription Fee for the initial Subscription Period, subsequent Subscription Fees will be charged to the Customer on the first day of each subsequent Subscription Period. The Customer authorizes Bitebell to charge the Subscription Fee to the Customer’s credit and/or debit card on file. If the funds for the settlement of the Subscription Fee are not charged within the next seven (7) days from the beginning of the Subscription Period, Bitebell reserves the right to suspend Bitebell Services. Invoice for the charged Subscription Fee shall be provided to the Customer without delay following the charging of the Subscription Fee.

b. Annual Pre-Paid Subscription: If the Customer opted for the Annual Pre-Paid Subscription, the initially charged Subscription Fee shall include the Subscription Fee for the entire Annual Subscription Period. Subsequent Subscription Fees will be charged to the Customer on the first day of each subsequent Subscription Period. The Customer authorizes Bitebell to charge the Subscription Fee to the Customer’s credit and/or debit card on file. If the funds for the settlement of the Subscription Fee are not charged within the next seven (7) days from the beginning of the Subscription Period, Bitebell reserves the right to suspend Bitebell Services. Invoice for the charged Subscription Fee shall be provided to the Customer without delay following the charging of the Subscription Fee.

c. Post-Paid Subscription: If the Customer opted for the Post-Paid Subscription, the (proportional) Subscription Fee for the initial Subscription Period and for each subsequent Subscription Period shall be invoiced on the last day of the Subscription Period and shall be payable within seven (7) days from the invoicing. The Customer may opt to authorizes Bitebell to charge the Subscription Fee to the Customer’s credit and/or debit card on file on the last day of the Subscription Period in which case the invoice for the charged Subscription Fee shall be provided to the Customer without delay following the charging of the Subscription Fee. If the funds for the settlement of the Subscription Fee are not charged within the next seven (7) days from the last day of the Subscription Period, Bitebell reserves the right to suspend Bitebell Services.
No responsibility for Insights Reports’ content, ISPs, email provider and/or delivery channels

The Customer hereby acknowledges and agrees that Bitebell shall not be responsible or liable for the content of the Insights Reports or if the Insights Services cannot be provided as a result of an issue, outage, problem, bug, or defect caused directly or indirectly by the internet service provider(s) (ISPs), email providers or delivery channel(s) used by the Customer.

DIRECT ORDERING TERMS

The following Direct Ordering Terms govern the Customer’s access to and use of the Direct Direct Ordering Services. All undefined, capitalized terms will have the meaning set forth in Exhibit C.

Scope

Bitebell will provide the Customer with Direct Ordering Services in accordance with these Direct Ordering Terms. The Delivery and Pickup Channels associated with the Direct Ordering Services are hosted by Bitebell. If the Customer is also using the Order Management Services, orders placed by the Customer’s clients on the Delivery and Pickup Channels, will be processed in accordance with the Order Management Terms. The Direct Ordering Services are provided under a subscription model.
Access

Upon execution of the Terms, and once the onboarding process of the Customer has been completed (including the process of creating an account with the Payment Processing Provider), the Customer will be able to use the Direct Ordering Services. The Direct Ordering Services can be accessed by the Customers through the Dashboard. Use of the Dashboard is subject to the terms and restrictions that apply to Bitebell’s intellectual property as set forth in the Terms. The Customer’s use of Direct Ordering Services is contingent on the Customer’s creation of an account with the Payment Processing Provider, which the Customer will be able to do through the Dashboard.
Subscription Fee

In consideration for the provision of the Direct Ordering Services, Bitebell will charge the Customer the Subscription Fee that the Customer opted for during the onboarding process or agreed to pay in the quote issued by Bitebell if that option was made available for the Customer. The amount of the Subscription Fee is fixed. The Subscription Fee applies for each Restaurant/Point of Sale that receives and/or uses the Direct Ordering Services. The Subscription Fee shall be paid in the currency the Customer opted for during the onboarding process or agreed in the quote issued by Bitebell if that option was made available for the Customer, unless Bitebell and the Customer are based in the same country in which case the Subscription Fee shall be in the local currency of the country where Bitebell and the Customer are based. Save for in the case of the Post-Paid Subscription, the (proportional) Subscription Fee for the initial Subscription Period shall be charged from the Customer’s card on the Setup Date if the Customer did not have a Free Trial Period or on the day following the Free Trial End Date if the Customer had a Free Trial Period.
Setup Fee

In consideration of the initial setting up of each Restaurant/Point of Sale of the Customer within the Customer’s Bitebell Account, Bitebell will charge the Customer a one-off Setup Fee in line with the pricing disclosed to the Customer during the onboarding process. The Setup Fee shall be charged together with the Subscription Fee for the initial Subscription Period. For the avoidance of doubt, if a particular Restaurant/Point of Sale had already been set up within the Bitebell Account prior to the Setup Date for the Direct Ordering Services, a Setup Fee shall not be charged.
Subscription

During the onboarding process, the Customer can opt between a Monthly Pre-Paid Subscription, an Annual Subscription Period or a Post-Paid Subscription.

a. Monthly Pre-Paid Subscription: Unless otherwise notified by Bitebell, the Monthly Pre-Paid Subscription has a Subscription Period that matches each calendar month, save for the initial Subscription Period that starts on the Setup Date if the Customer did not have a Free Trial Period, or on the day following the Free Trial End Date if a Free Trial Period was offered to the Customer, and ends on the last day of the calendar month in which it started. The Monthly Pre-Paid Subscription will be automatically renewed for additional Subscription Periods, unless terminated by the Customer in line with the general rules on termination contained in the Terms.

b. Annual Pre-Paid Subscription: The Annual Pre-Paid Subscription has a Subscription Period that lasts for one year, starting from the Setup Date if the Customer did not have a Free Trial Period, or on the day following the Free Trial End Date if a Free Trial Period was offered to the Customer, and ending the following calendar year on the day of the month corresponding the day and the month on which the Annual Pre-Paid Subscription started. The Annual Pre-Paid Subscription will be automatically renewed for additional Subscription Periods, unless terminated by the Customer in line with the general rules on termination contained in the Terms.

c. Post-Paid Subscription: Unless otherwise notified by Bitebell, the Post-Paid Subscription has a Subscription Period that matches each calendar month, save for the initial Subscription Period that starts on the Setup Date if the Customer did not have a Free Trial Period, or on the day following the Free Trial End Date if a Free Trial Period was offered to the Customer, and ends on the last day of the calendar month in which it started. The Post-Paid Subscription will be automatically renewed for additional Subscription Periods, unless terminated by the Customer in line with the general rules on termination contained in the Terms.
Charging of the Subscription Fee, Invoicing and Payment Term

a. Monthly Pre-Paid Subscription: If the Customer opted for the Monthly Pre-Paid Subscription, following the charging of the (proportional) Subscription Fee for the initial Subscription Period, subsequent Subscription Fees will be charged to the Customer on the first day of each subsequent Subscription Period. The Customer authorizes Bitebell to charge the Subscription Fee to the Customer’s credit and/or debit card on file. If the funds for the settlement of the Subscription Fee are not charged within the next seven (7) days from the beginning of the Subscription Period, Bitebell reserves the right to suspend Bitebell Services. Invoice for the charged Subscription Fee shall be provided to the Customer without delay following the charging of the Subscription Fee.

b. Annual Pre-Paid Subscription: If the Customer opted for the Annual Pre-Paid Subscription, the initially charged Subscription Fee shall include the Subscription Fee for the entire Annual Subscription Period. Subsequent Subscription Fees will be charged to the Customer on the first day of each subsequent Subscription Period. The Customer authorizes Bitebell to charge the Subscription Fee to the Customer’s credit and/or debit card on file. If the funds for the settlement of the Subscription Fee are not charged within the next seven (7) days from the beginning of the Subscription Period, Bitebell reserves the right to suspend Bitebell Services. Invoice for the charged Subscription Fee shall be provided to the Customer without delay following the charging of the Subscription Fee.

c. Post-Paid Subscription: If the Customer opted for the Post-Paid Subscription, the (proportional) Subscription Fee for the initial Subscription Period and for each subsequent Subscription Period shall be invoiced on the last day of the Subscription Period and shall be payable within seven (7) days from the invoicing. The Customer may opt to authorizes Bitebell to charge the Subscription Fee to the Customer’s credit and/or debit card on file on the last day of the Subscription Period in which case the invoice for the charged Subscription Fee shall be provided to the Customer without delay following the charging of the Subscription Fee. If the funds for the settlement of the Subscription Fee are not charged within the next seven (7) days from the last day of the Subscription Period, Bitebell reserves the right to suspend Bitebell Services.
Functionalities of the Delivery & Pickup Channels

Unless otherwise informed by Bitebell, the Direct Ordering Services will allow the Customer to: (a) set the delivery radius, and the delivery fee that the Customer will charge to its clients; (b) create the Delivery and Pickup Channels in the available languages supported by Bitebell; (c) give its clients the ability to choose delivery and/or pick up methods; (d) create and import menus; (e) create promotions or discounts for its clients, and; (f) customize the website based on the parameters provided by Bitebell.
QR Codes

The Customers may have access to an “Eat-in” functionality, which enables them to create QR Codes. The QR Codes can be printed and installed in the Customer’s brick and mortar stores, and they will allow its clients to: (a) access Customer’s menu for a specific store; (b) place orders, and (c) pay for such orders.
Payment Processing

a. Bitebell does not provide payment processing services. For the sake of clarity, Bitebell acts solely as the provider of technological and technical services that enable an ongoing integration between the Customer and the Payment Processing Provider appointed by the Customer through the Dashboard. The payment processing services are provided by such e Payment Processing Provider appointed by the Customer. Payment settlement frequencies and other terms of the payment processing services do not depend on Bitebell and are set by the Payment Processing Provider and/or within the Payment Processing Provider’s agreement with the Customer, as the case may be.

b. The Payment Processing Provider has the right to reject the Customer’s request for the provision of payment processing services. Bitebell does not endorse the Payment Processing Provider and disclaims any and all liability associated with the services provided by such Payment Processing Provider.

c. The Customer’s selection of a Payment Processing Provider implies that the Customer appoints such Payment Processing Provider as the Customer’s payment collection agent solely for the purpose of: (a) accepting payment of the Retail Price of Products (plus any applicable taxes or other fees on the Customer’s behalf) sold by the Customer to its clients via the Direct Ordering Services and; (b) transferring the Customer Revenue to the Customer (plus applicable taxes and any other fees collected on the Customer’s behalf), or any other charges that might apply.

d. If applicable and/or requested by the Payment Processing Provider, the Customer grants Bitebell with the right to configure the Customer’s account profile and fraud scoring rules on the Customer’s account with the Payment Processing Provider. The Customer acknowledges and agrees that Bitebell may set restrictions on the amount of payments that can be processed by the Customer in connection with the Payment Processing Services. Bitebell reserves the right to charge the Customer for the provision of the services described herein.

e. The Customer hereby represents and warrants that the Customer shall not use the Direct Ordering Services nor the payment processing services to sell 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, or those that are restricted or prohibited by the collective set of bylaws, rules, regulations, operating regulations, procedures and/or waivers issued by the party offering and/or regulating the relevant payment method, as well as those listed by the Payment Processing Provider in its website.

f. Bitebell or the Payment Processing Provider may, from time to time, request information from the Customer to confirm the Customer’s identity as may be necessary under any applicable compliance obligations before any payments are transferred to the Customer. The Payment Processing Provider may refuse to process payments owed to the Customer if there exists a legal or regulatory risk or potential breach of law or regulation associated with such transfer to the Customer.
Promotions and Discounts

The Customer shall be able to create certain promotions and discounts for its clients through the Direct Ordering Services. The Customer represents and warrants that such promotions and discounts shall comply with all the Applicable Laws and regulations, including consumer protection laws. The Customer shall be responsible for creating terms and conditions that apply to its promotions and discounts and shall make such terms and conditions available to its clients. The Customer acknowledges and agrees that Bitebell bears no responsibility or liability whatsoever for the discounts and promotions offered by the Customer to its clients. If the Customer provides a discount or promotion to its clients, such discounts and promotions will be deducted from the payment that the Customer receives.
Client Support

The Customer agrees and acknowledges that the Customer (not Bitebell) shall be responsible for providing support to its clients for any issues that may arise and/or are related to the Products or the delivery of the same.
Availability of Products

The Customer will make Products available for purchase through the website(s) associated with the Direct Ordering Services. The Customer will prepare, handle, and store all Products in accordance and in compliance with all the Applicable Laws. The Customer is responsible for ensuring that the Products comply with all the food safety and hygiene requirements.
Responsibility of Products

The Customer acknowledges and agrees that the Customer retains title to the Products, and therefore is responsible for all the Products until the moment those are transferred to the Customer’s client.
Refunds for Defective Products

The Customer is responsible for all costs related to reimbursement to its clients in the event any such client(s) request a refund for the Defective Products or otherwise unsatisfactory Products (including, without limitation, any costs associated with retrieving any such Defective Products or otherwise unsatisfactory Products, if applicable).
Alcohol and/or other sale restricted products

If the Customer offers and/or sells alcohol and/or other sale restricted products (eg, tobacco) via the Direct Ordering Services, the Customers represents and warrants that it has and will maintain all required licenses and/or permits to sell and, if applicable, deliver alcohol and/or other sale restricted products, and will comply with all the Applicable Laws in respect thereof, including, without limitation, time restrictions and legal age. The Customer shall provide copies of these licenses to Bitebell upon request.
Taxes

The Customer is responsible for ensuring the accuracy and timely filing of its own tax returns. The Customer is also responsible for determining, applying, managing, and displaying the applicable and accurate taxes for its Products and/or services.
Retail Price

The Customer is the “retailer” or “seller” of all the Products (including delivery services related to such Products). The Customer is responsible for determining and setting the Retail Price for each Product to be made available for sale via the Direct Ordering Services. The Customer is solely responsible for the remittance of all the applicable VAT, excise, and similar taxes, fees and charges in connection with the sale of the Products.
Privacy

The Customer is data controller (as defined by Data Protection Laws) of the Customer Personal Data shared with Bitebell for the provision of the Direct Ordering Services. As such, the Customer is required to incorporate a link to the relevant privacy notice on each one of the Delivery and Pickup Channels associated with the Direct Ordering Services and comply with all the obligations of the Data Protection Laws in respect of its capacity of data controller.
No responsibility for delivery channels, ISPs and/or POS providers

The Customer hereby acknowledges and agrees that Bitebell shall not be responsible or liable if Direct Ordering Services cannot be provided as a result of an issue, outage, problem, bug, or defect caused directly or indirectly by the delivery channel(s), internet service provider(s) (ISPs) and/or point-of-sale provider(s) (POS) used by the Customer.

EXHIBIT B: DATA PROCESSING ADDENDUM

The terms of this Data Processing Addendum regulate the Parties’ right and obligations in connection with the Processing of the Customer Personal Data, in accordance with the Data Protection Laws. All undefined, capitalized terms will have the meaning set forth in Exhibit C.

This Data Processing Addendum shall be deemed concluded between the Parties and effective as of the date the Customer accepted the Terms (by checking the acceptance box or by any other means of acceptance). By accepting the Terms, the Customer guarantees that such acceptance is done by a person authorized to do so on behalf of the Customer, and the Customer assumes all liability that may arise from the fact that the Terms (and subsequently this Data Processing Addendum) has not been accepted by the Customer’s authorized person.

The Parties acknowledge and agree that the Customer acts as data controller, while Bitebell acts as data processor with respect to the Processing of the Customer Personal Data under this Data Processing Addendum.

SCOPE
- The Controller expressly authorizes and instructs the Processor to process the Customer Personal Data to the extent that the Processing of the Customer Personal Data is required for performance of the Processor’s obligations under the Terms, which include provision of: (a) the Direct Ordering Services; (b) the Delivery Orchestration Services; and (c) any other services under the Terms, which provision inherently requires the Processing of the Customer Personal Data (jointly referred to as: “Relevant Services”).
OBLIGATIONS OF CONTROLLER
- The Controller is responsible for completeness, accuracy and integrity of the Customer Personal Data.
- The Controller is obliged to ensure that:a. any and all the Customer Personal Data transferred to the Processor are collected on lawful legal basis; andb. any and all Instructions, issued to the Processor with respect to the Processing of the Customer Personal Data, are entirely lawful and in line with the Data Protection Laws.

OBLIGATIONS OF PROCESSOR
- The Processor is obliged to:a. carry out the Processing of the Customer Personal Data only to the extent necessary for provision of the Relevant Services, at the Controller’s Instruction, and exclusively in the manner stipulated in the Data Processing Addendum and/or the Instruction of the Controller, except in the case the Processor is obliged by law to process the Customer Personal Data, in which case, when this is legally permitted, the Processor is obliged to inform the Controller prior to commencement of such data processing;b. keep records of processing activities, as prescribed by the Data Protection Laws;c. comply with requests of the Supervisory Authority, and provide all reasonably necessary assistance and support to the Controller in its cooperation with the Supervisory Authority;d. ensure that only the Authorized Persons have access to the Customer Personal Data, and that they are adequately educated in relation to the protection of the Personal Data;
  e. ensure that transfer of the Customer Personal Data abroad is performed based on the Controller’s prior written consent (whether provided in this Data Processing Addendum or otherwise), except in the case the Processor is obliged by law to transfer the Customer Personal Data abroad, in which case, when this is legally permitted, the Processor is obliged to inform the Controller prior to commencement of such data transfer;
  
  f. ensure that the Authorized Persons are bound by duty of confidentiality with respect to any and all the Customer Personal Data which they may access in the course of performance of their work, including upon termination of their employment or work engagement; and
  
  g. inform the Controller if, in its opinion, the Instruction infringes the Data Protection Laws.
- The Processor is obliged to implement all reasonably required measures to assist the Controller in its compliance with the Data Protection Laws, including but not limited to: (a) notifying the Data Subjects about the Personal Data Breach; (b) reporting to the Supervisory Authority on the Personal Data Breach (c) ensuring security of the Processing of the Customer Personal Data (d) carrying out data protection impact assessment; and (e) obtaining opinions of the Supervisory Authority.

SECURITY OF PROCESSING OF CUSTOMER PERSONAL DATA
- Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Processor shall, in relation to the Customer Personal Data, implement appropriate technical and organizational measures to ensure a level of security reasonably appropriate to that risk, including but not limited to measures referred to in: (a) Article 32 of the GDPR and Article 50 of the Serbian DP Law; and (b) Article 12 of this Data Processing Addendum.
- The Processor shall make available to the Controller all information necessary to demonstrate the Processor’s compliance with this Data Protection Addendum and Data Protection Laws, and allow for and contribute to audits, including inspections, conducted by the Controller or another auditor mandated by the Controller in relation to the Processing of the Customer Personal Data by the Processor. The Parties agree that all costs of any such audits or inspections shall be borne by the Controller.
SUB-PROCESSORS
- The Controller hereby gives a general authorization to the Processor to engage any Other Processor as sub-processor insofar as the Processor deems this is necessary or useful for carrying out the Processing of the Customer Personal Data and/or provision of the Relevant Services.
- The Processor shall inform the Controller of any intended changes concerning the addition or replacement of the Other Processor, while the Controller is entitled to object to such changes.
- The Processor warrants that the same data protection obligations set out in this Data Processing Addendum shall be imposed on any Other Processor by way of a contract or other legal act under the Data Protection Laws, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the Processing of the Customer Personal Data assigned to any Other Processor will meet the requirements of the Data Protection Laws.
PERSONAL DATA BREACH
- The Processor shall notify the Controller promptly and without undue delay upon becoming aware of or reasonably suspecting the Personal Data Breach and shall provide the Controller with sufficient information which allows the Controller to meet any obligation to report the Personal Data Breach under the Data Protection Laws.
- The Processor shall cooperate with the Controller and assist the Controller in the investigation, mitigation and remediation of any Personal Data Breach, taking into account the information and technical means available to the Processor. The Parties agree that the Controller shall reimburse the Processor for any expenses it incurred in this respect if the Personal Data Breach is not attributable to the Processor.
DATA PROTECTION IMPACT ASSESSMENTS AND PRIOR CONSULTATIONS WITH SUPERVISORY AUTHORITY
- The Processor shall provide reasonable assistance to the Controller with any data protection impact assessment and prior consultation with the Supervisory Authority, in accordance with the Data Protection Laws, exclusively in relation to the Processing of the Customer Personal Data and taking into account the nature of such processing and information available to the Processor.
DATA SUBJECTS’ RIGHTS
- The Processor shall, at the request of the Controller, implement all reasonably necessary technical and organizational measures to assist the Controller for the fulfilment of its obligations to respond to requests for exercising the Data Subjects’ rights set out under the Data Protection Laws provided that: (a) the Controller is not able to respond to such Data Subject’s request without assistance of the Processor; and (b) the Processor is legally permitted to act in accordance with such request.
- The Processor shall, without undue delay, notify the Controller about each request of the Data Subject sent to the Processor, according to which, the Data Subject requests action under any of its rights provided by the Data Protection Laws, including but not limited to: (a) right of access; (b) right to erasure; (c) right to rectification; (d) right to data portability; and (e) right to object.
TRANSFER OF CUSTOMER PERSONAL DATA ABROAD
- The Controller hereby agrees and authorizes the Processor to transfer the Customer Personal Data abroad to any Other Processor it engaged as sub-processor, in accordance with this Data Processing Addendum.
- The Processor may transfer the Customer Personal Data, in accordance with Article 9.1, from Serbia to a member state of the EU/EEA or vice versa. If the Customer Personal Data are transferred from Serbia to the EU/EEA, such transfer will be based on adequate level of protection of personal data in the member state of the EU/EEA to which the Customer Personal Data are transferred, in accordance with Article 64 of the Serbian DP Law. If the Customer Personal Data are transferred from the EU to Serbia, such transfer will be based on standard contractual clauses adopted by the European Commission, in accordance with Article 46 of the GDPR. Should the Processor transfer the Customer Personal Data, in accordance with Article 9.1, to a country that is not a member state of the EU/EEA, such transfer will be based on the standard contractual clauses adopted by the relevant authority.
DELETION OR RETURN OF CUSTOMER PERSONAL DATA
- The Processor shall, at the choice of the Controller, delete or return all the Customer Personal Data, and procure deletion of all copies of the Customer Personal Data, after the termination of the Terms, whatever the reason for its termination, unless the applicable law requires storage of the Customer Personal Data, in which case the Processor may retain the Customer Personal Data for a period required by the Applicable law.
DESCRIPTION OF PROCESSING OF CUSTOMER PERSONAL DATA
- Subject matter and Purpose of Processing of Customer Personal Data: enabling clients of the Customer to buy the Products from the Customer through an online channel operated and hosted by the Processor, and facilitation of delivery services by connecting the Customer with the Delivery Provider through the delivery platform operated by the Processor.
- Nature of Processing of Customer Personal Data: automated collection of the Customer Personal Data during provision of the Relevant Services.
- Categories of Customer Personal Data: name, e-mail address, telephone number, address for delivery, order details and geolocation data.
- Categories of Data Subjects: end users and clients of the Customers.
- Duration of Processing of Customer Personal Data: as long as the Terms are in force between the Controller and the Processor, unless the applicable law requires storage of the Customer Personal Data for a longer period, in which case the Processor may store the Customer Personal Data for a period required by the Applicable law.

DESCRIPTION OF TECHNICAL AND ORGANIZATIONAL MEASURES IMPLEMENTED BY PROCESSOR
- The Processor implemented various technical and organizational measures aimed, for example, to:a. prevent unauthorized access to electronic systems or physical premises in which the Customer Personal Data are processed;b. prevent unauthorized Processing of the Customer Personal Data;c. prevent unauthorized altering, deletion, modification or copy of the Customer Personal Data during their transfer;d. enable to determine whether, and if yes, by whom and at what time are the Customer Personal Data altered, modified or deleted from the electronic system in which they have been processed;
  e. ensure that the Customer Personal Data are protected from accidental destruction, loss or deficiencies of the electronic system in which they have been processed;
  
  f. ensure that the Customer Personal Data are recovered at the shortest possible time from their loss, destruction or unauthorized modifications irrespective of the cause;
  
  g. ensure that the electronic system in which the Customer Personal Data have been processed is secured against the Personal Data Breach; and
  
  h. regularly test, evaluate and assess the effectiveness of the implemented technical and organizational measures in relation to the Processing of the Customer Personal Data.
- The technical and organizational measures referred to in Article 12.1 include, for example, secure access to the Processor’s electronic system (2-F authentication, where applicable), secure access to the Processor’s premises (alarm system, CCTV, etc.), Pseudonymization and encryption of the Customer Personal Data, IT and confidentiality training completed by the Processor’s Authorized Persons, firewall and anti-virus systems according to the state of art, etc.

EXHIBIT C: DEFINITIONS

The following terms shall have the meanings ascribed to them below.

“Annual Pre-Paid Subscription“ is a subscription with a Subscription Period oof one year for which the Subscription Fee was charged in advance.

“Applicable Laws” mean all applicable laws and regulations from time to time in force (including without limitation all applicable data protection and privacy laws, food safety and hygiene regulations, and employment laws).

“Authorized Person” means a person employed or engaged on an out of employment basis at the Processor or Another Processor, who is authorized to carry out the Processing of the Customer Personal Data.

“Bitebell” has the meaning set forth above.

“Bitebell Account” means the account created by the Customer or by Bitebell to access Bitebell Services.

“Bitebell Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership of Bitebell, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting rights, by contract or otherwise.

“Bitebell Credentials” means the username and password used to access Bitebell Account.

“Bitebell Indemnified Party” has the meaning set forth in the General Terms.

“Bitebell Services” collectively mean software, computer programs, products, services, tools, interfaces, portals, and related features, developed by Bitebell that enable the provision of the Order Management Services, POS Synchronization Services, Menu Management Services, Delivery Orchestration Services, Insights Services, Direct Ordering Services, and any other product, functionality, or service that is launched by Bitebell in the future.

“Bitebell Service Results” means any documents, data or information generated by the Customer through its use of Bitebell Services.

“Channel Data” means the Personal Data that is transferred to Bitebell by the online delivery channels that the Customer works with, for the provision of the Order Management Services.

“Confidential Information” means any confidential, proprietary or other non-public information disclosed by the Discloser to the Recipient, whether disclosed verbally, in writing, or by inspection of tangible objects. The 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.

“Controller” means the Customer, as defined below.

“Courier Data” means the courier’s Personal Data that might be shared by the Delivery Provider for the provision of delivery services.

“Customer” or “you” means a legal entity or an Individual whose information was provided in the signup flow, who has a contractual relationship with Bitebell to use any, or all Bitebell Services as a result of accepting these Terms.

“Customer’s Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership of the Customer where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of shares or voting rights, pursuant to a contract or otherwise.

“Customer Indemnified Party” has the meaning set forth in the General Terms.

“Customer Personal Data” means the Personal Data that the Customer transfers to Bitebell for the provision of the Direct Ordering Services, Delivery Orchestration Services, and for any other services, features, or products in which Bitebell processes the Personal Data under the instructions of the Customer.

“Customer Revenue” means the Retail Price (plus VAT and any other fees collected on the Customer’s behalf) less the charges retained by the Payment Processing Provider, if any.

“Data Processing Addendum” means the addendum regulating the Controller’s and Processor’s mutual rights and obligations in connection with the Processing of the Customer Personal Data.

“Data Protection Laws” means all laws and regulations applicable to the Processing of the Customer Personal Data under these Terms, including, as applicable: (i) the laws and regulations of the European Union, the European Economic Area, and their member states, including the General Data Protection Regime (EU) 2016/679 (“GDPR”); and (ii) and the laws and regulations of the Republic of Serbia, including the Personal Data Protection Law of the Republic of Serbia (“Official Gazette of the Republic of Serbia”, no. 87/2018) (“Serbian DP Law”).

“Data Subject” means any natural person to whom the Customer Personal Data pertain.

“Dashboard” means a web-based dashboard owned by Bitebell, through which the Customers access Bitebell Services, or an app-based dashboard owned by Bitebell, including the Order Manager App, in case of Bitebell Services that may also be accessed by way of an app.

“Defective Product” means any Product that fails to meet any quality, portion, size, ingredient, allergen, origin or nutritional information or rules and regulations that govern the adequacy of the Products or standards required by the Applicable Laws.

“Delivery Fee” means the fee that the Customer shall pay the Delivery Provider for the provision of delivery services.

“Delivery Details” means the information of the delivery provider (including but not limited to estimated times of arrival, and delivery fee) that is displayed for the Customer in the Dashboard.

“Delivery Orchestration Data” means the Personal Data shared by the Customer, through the Dashboard, to request the provision of delivery services.

“Delivery Orchestration Services” means provision of technological and technical services that enable an ongoing integration between the Customer’s platform (including app and/or website, as the case may be), with the platform of a Delivery Provider, enabling the Customer to request the provision of delivery services from such Delivery Providers.

“Delivery Provider” means the delivery provider chosen by the Customer to fulfill the delivery of an order, that accepts such delivery request.

“Delivery Terms” means the terms and conditions that govern the provision of delivery services between the Customer and the Delivery Provider.

“Delivery and Pickup Channels” means the websites that the Customer creates through the Dashboard, which among other things, allows the Customer to promote and sell the Products to its clients.

“Direct Ordering Services” means collectively the Delivery & Pickup Channels, QR Codes, and any other functionality and/or feature that enables clients of the Customer to buy Products from the Customer through an online channel operated and hosted by Bitebell.

“Discloser” means the Party that on its behalf or on behalf of a third party discloses the Confidential Information to the Recipient.

“Dispute” means any dispute, action, claim, controversy or cause of action among the parties arising out of or in connection with these Terms or any term condition or provision hereof, including without limitation any of the same relating to the existence, validity, interpretation, construction, performance, enforcement and termination of the Terms.

“Effective Date” has the meaning set forth above.

“Fees” collectively means the Order Management Fees, POS Synchronization Fees, Menu Management Fees, Delivery Orchestration Dees, Insights Fees, Direct Ordering Fees, and the Setup Fee (as applicable).

“Force Majeure Event” means an event beyond the control of the Parties, which prevents a Party from complying with any of its obligations under these Terms, including but not limited to: (a) act of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods); (b) war, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilisation, requisition, or embargo; (c) rebellion, revolution, insurrection, or military or usurped power, or civil war; (d) sanitary emergencies (like for example pandemics, or epidemics); € riot, commotion, strikes, lock outs or disorder; or (f) acts or threats of terrorism.

“Free Trial Period” means a limited period of time determined by Bitebell, starting on the Setup Date and ending on the Free Trial End Date in which Bitebell provides some or all of the Bitebell Services to the Customer free of charge.

“Free Trial End Date” means the date on which the Free Trial Period ends.

“Individual” means a natural person that carries out a business activity for the purpose of generating profit, irrespective of the form of its establishment under the applicable law (eg, sole trader, independent trader, entrepreneur etc.).

“Insights Report(s)” means sales reports generated by way of the Insights Services.

“Insights Services” means the aggregation of sales data from the delivery channel(s) used by the Customer and the generation of sales reports.

“Instruction” means any written instruction, guidelines or order (including but not limited to registered or electronic mail), which relates to the manner of the Processing of the Customer Personal Data issued by the Controller to the Processor, irrespective of whether such Instruction is provided in the Data Processing Addendum or otherwise.

“Intellectual Property” means, in regards to the Customer and Bitebell, their own technology, websites, software, Bitebell Services, products, all rights throughout the world in the nature of intellectual property 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.

“Menu Management Services” means a product that allows the Customer a centralized management of its offering (menu/catalogue) across different delivery channel(s) for the Customer’s all, some or individual Restaurants/Points of Sale.

“Merchant Fulfilled Orders” means orders that are placed by a client of the Customer, regardless of the sales channels, the delivery of which is within the Customer’s responsibility.

“Monthly Pre-Paid Subscription“ is a subscription with a Subscription Period of one month for which the Subscription Fee was charged in advance.

“Non-GA Services” means services that are not generally available to other Bitebell customers.

“Order Management Services” means the management of orders that are placed by the Customer’s clients through the Customer’s active delivery channels, into the Customer’s Restaurant/Point of Sale software/system.

“Order Manager App” means an app-based dashboard owned by Bitebell, through which the Customers access Order Management Services.

“Other Processor” means any legal or natural person who, based on written agreement with the Processor and on the Processor’s behalf, carries out the Processing of the Customer Personal Data and with whom the Processor concluded an agreement, in accordance with the provisions of the Data Processing Addendum and Data Protection Laws.

“Parties” means the Customer and Bitebell.

“Party” means the Customer or Bitebell.

“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, use, or access to the Customer Personal Data.

“Payment Processing Provider” means a third party appointed by the Customer to provide payment processing services in connection with the Direct Ordering Services.

“Point of Sale” means other points of retail sale operated by the Customer in the Territory which do not qualify as Restaurants.

“POS Synchronization Services” means a product that allows the Customer to automatically transfer the orders that the Customer receives into the cash register of the Customer’s Restaurant/Point of Sale.

“Post-Paid Subscription” is a subscription with a Subscription Period of one month for which the Subscription Fee is charged after the Bitbell Services had been provided.

“Processing of Customer Personal Data” means any operation or set of operations which is performed on the Customer Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“Processor” means BITEBELL TECHNOLOGIES DOO, a company registered under the laws of the Republic of Serbia under the identification number 21643335.

“Products” means products sold by the Customer to its clients in connection with the Direct Ordering Services.

“Pseudonymization” means the processing of the Personal Data in such a manner that the Personal Data can no longer be attributed to a specific data subject without the use of additional information, provided that such additional information is kept separately and is subject to technical and organizational measures to ensure that the personal data are not attributed to an identified or identifiable natural person.

“QR Code(s)” means quick response codes that are created by the Customer through the Dashboard for use in the Customer’s brick and mortar stores.

“Recipient” means the Party receiving the Confidential Information from the Discloser.

“Representatives” means employees, agents, or contractors that need to have access to the Confidential Information for the performance of the Terms, who are subject to confidentiality obligations as stringent as the ones included in the Terms.

“Restaurant(s)” means corporate owned and/or franchisee locations (and/or virtual brands or dark kitchens) that are operated by the Customer in the Territory.

“Restricted Products” means 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.

“Retail Price” means the original listed price determined by the Customer for each Product to be made available for sale through the Direct Ordering Services, prior to any discounts or promotions. The Retail Price might include the applicable taxes if that option is made available by Bitebell in the specific region.

“Setup Date“ means the date, following the creation of the Bitebell Account, starting from which all conditions for the commencement of provision of a particular Bitebell Services to the Customer for a particular Restaurant/Point of Sale have been met; accordingly, Setup Dates for different Bitebell Services and different Restaurants/Points of Sale may differ.

“Setup Fee” means a one-off fee, plus applicable taxes, that Bitebell will charge to the Customer for the setting up of each of the Customer’s Restaurants/Points of Sale within the Customer’s Bitebell Account.

“Subscription Fee” means the monthly or annual fee, plus applicable taxes, that Bitebell will charge the Customer for the provision of the Order Management Services, POS Synchronization Services, Menu Management Services, Delivery Orchestration Services, Insights Services, Direct Ordering Services (as applicable), depending on the type of subscription and duration of the Subscription Period.

“Subscription Period” means the term during which the Order Management Services, POS Synchronization Services, Menu Management Services, Delivery Orchestration Services, Insights Services, Direct Ordering Services (as applicable) will be provided as set forth in the Order Management Terms, POS Synchronization Terms, Menu Management Terms, Delivery Orchestration Terms, Insights Terms and/or Direct Ordering Terms.

“Supervisory Authority” means the Commissioner for Information of Public Importance and Protection of Personal Data of the Republic of Serbia, when the Processor is Bitebell Technologies d.o.o.

“Term” has the meaning set forth in section 33 a. of the General Terms.

“Terms” has the meaning set forth above.

“Territory” means the geographic location where the Customer uses any, some, or all Bitebell Services.

“Trademarks” means the trademarks, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the Customer or Bitebell.

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Order Management

Menu Management

Delievery Orchestration

Chain Restaurants

Independant Restaurants

Cloud Kitchen

Retail

About Us

Contact Us

Blog

FAQ

Order Management

Menu Management

Delievery Orchestration

Chain Restaurants

Independant Restaurants

Cloud Kitchen

Retail

We've just released an update!

About Us

Contact Us

Blog

FAQ

We've just released an update!

Terms of Service

GENERAL TERMS OF SERVICE

Bitebell Services

Bitebell Account

License

Restrictions

Service Results

Service and Product Updates

Aggregated Data

Fees

Charging of the Fees, Invoicing and Payment Term

Interests

Taxes

Changes to the Fees

Suspension of Bitebell Services

Tier Program

Technical Support

Non-GA Services

Customer Personal Data

Channel Data

Cooperation

Network Requirements

No Endorsement

Non-Exclusive Relationship

Trademarks

Intellectual Property

Confidentiality

Publicity

Insurance

Representations and Warranties

Disclaimer

Indemnification

Limits of Liability

Governing Law and Dispute Resolution

Term and Termination

Changes to the Terms

General

EXHIBIT A: SPECIAL TERMS OF SERVICE

I. ORDER MANAGEMENT TERMS

Scope

Access

Subscription Fee

Setup Fee

Subscription

Charging of the Subscription Fee, Invoicing and Payment Term

No responsibility for delivery channels, ISP providers and/or POS providers

II. POS SYNCHRONIZATION TERMS

Scope

Access

Subscription Fee

Setup Fee

Subscription

Charging of the Subscription Fee, Invoicing and Payment Term

No responsibility for delivery channels, ISPs and/or POS providers

III. MENU MANAGEMENT TERMS

Scope

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