Deliverect Services Agreement

This DELIVERECT Services Agreement (hereinafter referred to as “DSA” or the “Agreement”) dated as of the date of acceptance by means of a click-through, is made by and among Deliverect CVBA, incorporated under the laws of Belgium with company number BE0692.623.253, (hereinafter referred to as “DELIVERECT”) and the entity or person designated by the registration data provided herewith (hereinafter referred to as “CUSTOMER”) and applies to CUSTOMERS use of DELIVERECT Services and Products.

PLEASE READ THIS DELIVERECT SERVICES AGREEMENT CAREFULLY BEFORE USING THE DELIVERECT SERVICES. BY ACCESSING OR USING THE DELIVERECT SERVICES, CUSTOMER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, CUSTOMER SHALL NOT ACCESS, INSTALL AND/OR USE THE DELIVERECT SERVICES AND, IF PRESENTED WITH THE OPTION TO “AGREE” OR “DISAGREE” TO THE TERMS, CLICKS “DISAGREE”.

1. General

The terms and conditions in this DSA govern all use of the software and the services marketed by DELIVERECT, hereinafter referred to as the “Service” or “Services”, including but not limited to the applications named “Restaurant Butler”, “Digital Menu” or “Kitchen Display” and all additional DELIVERECT software that is available now and in the future including any software, programs, documentation, tools and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases). The terms and conditions of this DSA also govern all use of the DELIVERECT website www.DELIVERECT.com, hereinafter referred to the “Site”. DELIVERECT may also perform installations and provide hardware and supplies mentioned or not mentioned on the Site (taken together with the Site, hereinafter referred to as the “Product” or “Products”). The term and conditions in this DSA apply to all Products.

DELIVERECT reserves the right, in its sole discretion, to modify or replace any of the terms or conditions of this DSA at any time. Customer’s continued use of any of the Services following the posting of any changes to this DSA constitutes Customer’s acceptance of those changes. Customer agrees to periodically inspect the Site to stay informed about such changes. Certain Services that become available may be subject to additional or different terms and conditions, and if those additional terms and conditions conflict with this DSA, those additional terms and conditions will prevail.

2. Representation

By accessing any part of the DELIVERECT’ Services or by using the Services in any way whatsoever, Customer recognizes being bound by the terms of this DSA. Customer warrants and guarantees that Customer is at least eighteen (18) years old and has read, understand, and agree to be bound by this DSA. If Customer is entering into this DSA on behalf of a company, Customer warrants and guarantees that Customer has the authority to bind that company to the terms of this DSA.

As a condition to using the Services, Customer may be required to register with DELIVERECT and create a DELIVERECT account and select a password and user name (“DELIVERECT User ID”). Customer may not (i) select or use any DELIVERECT User ID of another person or company with the intent to impersonate that person or company; or (ii) use as an DELIVERECT User ID or DELIVERECT Site Name a name for which Customer does not have permission to use. DELIVERECT reserves the right to refuse registration of, or cancel a DELIVERECT User ID in its discretion. Customer is responsible for maintaining the confidentiality of the DELIVERECT password and other account information. Customer agrees that the information provided will be accurate, complete, and up to date, and if DELIVERECT determines that the information does not meet those standards, or if these requirements are violated, DELIVERECT may immediately terminate the DSA for breach and/or suspend the Customer’s use of the Services.

3. Ownership of the Service

The Service is licensed and not sold. DELIVERECT reserves all rights not expressly granted to the Customer in this DSA. By accepting this Agreement, Customer recognizes that the Service, the Intellectual property Rights, the copyright and the trademarks are the exclusive and inalienable property of DELIVERECT or its suppliers, and that the trademarks, the name and Intellectual Property Rights remain the property of DELIVERECT or its suppliers. The Service is protected by copyright, trade secret and other intellectual property laws. DELIVERECT owns the title, copyright and worldwide Intellectual Property Rights (as defined below) in and to the Services, all copies of the Services, their software and the documentation. This DSA does not grant you any rights to DELIVERECT trademarks or service marks. For the purposes of this DSA, “Intellectual Property Rights” means all author’s rights, patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Customer may use the DELIVERECT name and/or logo, solely in accordance with DELIVERECT’s Trademark Guidelines; provided, however, that DELIVERECT can revoke that privilege at any time. Customer hereby consent that, if Customer chooses to use the Service, DELIVERECT may identify Customer as a DELIVERECT customer (using Customer’s name and logo) and generally describe the Services it provides to Customer in its promotional materials, presentations, and proposals to other current and prospective customers.

Customer may choose to or DELIVERECT may invite Customer to submit comments or ideas about the Service, including without limitation about how to improve the Service (“Ideas”). By submitting any Idea, Customer agrees that the disclosure is gratuitous, unsolicited and without restriction and will not place DELIVERECT under any fiduciary or other obligation, and that DELIVERECT is free to use the Idea without any additional compensation to Customer, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. Customer further acknowledge that, by acceptance of Customer’s submission, DELIVERECT does not waive any rights to use similar or related ideas previously known to DELIVERECT, or developed by its employees, or obtained from sources other than Customer.

4. Permitted Uses

Subject to the terms and conditions of this DSA, including due and timely payment of applicable fees relating to the use of the Service(s) or Product(s), DELIVERECT hereby grants to Customer a limited, non-exclusive, non-transferrable license, without the right to sublicense, to install and operate the Service and Products as well as its accompanying documentation on Customers computer(s) solely for the benefit of Customer’s business purposes and not for any third party, until termination of this agreement. Any right not expressly granted hereunder are reserved. There are no implied rights of any kind. The Service(s) shall remain the entire and exclusive property of DELIVERECT. This DSA does not constitute a sales agreement, but a customer license agreement that is personal, inalienable and non-exclusive.

5. Restrictions

Customer shall not, nor permit anyone else to, directly or indirectly(a) make copies of or further distribute the Services, including copying onto any other medium, (b) distribute, rent, sublicense, lease, resell, or assign the Services, (c) alter, modify or adapt the Services, including but not limited to, translating, decompiling, disassembling, reverse engineering, attempting to discover the source code or underlying algorithms of all or any part of the Services or creating derivative works, (d) export the Services without the appropriate foreign government licenses and without DELIVERECT’s prior written approval, (e) resell, rent or otherwise provide access to the Services to a third party or (f) take any action in an attempt to obtain any other DELIVERECT user’s data, cause malfunction, crash, tamper with or otherwise impair DELIVERECT Products and Service.

Customer’s use of the Services is subject to all applicable local, state, national and international laws and regulations. Customer will not use the Services or any content for any purpose or in any manner that is unlawful (including, without limitation, in any manner which violates the export or trade controls of the EU or any other country) or prohibited by this Agreement, or which infringes the rights of DELIVERECT or others.

Any rights not expressly granted hereunder are reserved by DELIVERECT. No rights in the DELIVERECT’ Service and Products are granted, whether expressly or by implication, including, without limitation, any rights in any patents, copyrights, trademarks or trade secrets embodied therein, except in connection with the permitted uses expressly described herein.

6. Fees

If Customer chooses to purchase any Service, Customer agrees to pay the applicable prices. Customer agrees to the billing policy, incorporated herein, constituting an integral part of the Agreement and located on the DELIVERECT website, hereinafter referred to as the “Billing Policy”. Failure to comply with or otherwise pay fees due is a material breach of this DSA.

7.Data

Customer acknowledges and agrees to the terms of the DELIVERECT privacy policy, incorporated herein, constituting an integral part of the Agreement and located on the DELIVERECT website, hereinafter referred to as the “Privacy Policy”. Customer hereby grants permission to DELIVERECT for DELIVERECT to use all data and information that Customer submits in the Service for improving and maintaining the Site and the Service as well as for analytical purposes by DELIVERECT and its partners in a manner where such data is aggregated with other user data and cannot be readily reverse engineered into personally identifiable information.

8.End Customer Personal Information

Customer agrees that notwithstanding anything to the contrary herein, Customer shall handle any personally identifiable information that it inputs into the Service in the following manner: (i) in the event Customer seeks to use or export such data, Customer shall use the DELIVERECT opt-out mechanism for anyone who has provided Customer with personally identifiable information that is stored on the Service, (ii) Customer agrees that DELIVERECT can delete such data in the event the person whose data it is exercises the DELIVERECT opt-out mechanism and (iii) any use of such data by Customer shall comply with DELIVERECT Privacy Policy. Customer shall indemnify and hold harmless DELIVERECT from any claim brought against DELIVERECT alleging that personal information stored on the Services was improperly used where such use was by Customer while such information was stored on the Services or any use after Customer has exported such data.

9.Termination

This DSA shall come into effect upon first use of any of the Services and shall be valid for an open-ended period. Customer may terminate this Agreement at any time. DELIVERECT in its sole discretion has the right to suspend or terminate this Agreement and your account and refuse any and all current or future use of the Services and Products for any reason at any time if Customer does not comply with this DSA. This Agreement and Customer’s right to use the Licensed Software and DELIVERECT Service automatically terminates if Customer fails to comply with any provision of this DSA. Customer’s duties to (i) pay amounts due and payable, (ii) refrain from any kind of reverse engineering or infringement on DELIVERECT’s Intellectual property Rights or other act in violation of this agreement or (iii) indemnify and hold harmless DELIVERECT with regard to end customer personal information shall survive termination of this DSA. Upon termination Customer will destroy all copies of the Service and documentation onto which the Licensed Service or documentation has been installed.

In addition, DELIVERECT reserves the right and Customer acknowledges such right for DELIVERECT to terminate service of Customer’s account on 30 days notice in DELIVERECT’s sole discretion.

Upon termination DELIVERECT shall terminate the Customer’s access to their DELIVERECT account, the account itself and the data residing therein, and Customer will lose access to all of the data, information and content related to Customer’s use of the Service(s) or Customer’s account or stored in, on or with the Service(s) or Customer’s account subsequent to or in relation to Customer’s use of the Service(s) or account, or any other information associated with Your account, and DELIVERECT may permanently delete Customer’s user data and information at that time.

Some provisions of this Agreement are meant to survive termination; for example, the terms regarding ownership of the Intellectual Property Rights in and to the services, the section where is explained that the Services are provided “AS IS,” and the section where DELIVERECT limits its liability to Customer. The provisions that a reasonable person would assume are meant to survive termination, including the examples above, will survive termination.

10. Statement of Service and Support provided

Some parts of the Services may be unavailable to Customer, depending on the purchased Service and Products. DELIVERECT is constantly working to improve the Services and DELIVERECT can make changes to the Services at any time (including discontinuing certain parts of the Services). If Customer does not like the changes, the only remedy is to stop using the Services. If DELIVERECT decides to permanently stop offering the Services entirely, it will inform Customer 30 days in advance.

At any time DELIVERECT may invite Customer to try DELIVERECT Services that are not generally available to other Customers (“Non-GA Services”). 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 import. Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. Non-GA Services are not considered Service hereunder and are provided “as is” with no express or implied warranty. DELIVERECT may discontinue Non-GA Services at any time in DELIVERECT’s sole discretion and may never make them generally available.

DELIVERECT offers support as described in the Billing Policy, but DELIVERECT does not make any promises regarding how fast DELIVERECT will respond to a request for support or that DELIVERECT will be able to fix any problems Customer may be having. DELIVERECT reserves the right to access any and all of Customer’s Data in order to respond to Customer’s requests for support.

11. Third Party Services and Websites

Customer may be offered services, products and promotions provided by third parties and not by DELIVERECT. If Customer decide to use these Third Party Services Customer will be responsible for reviewing and understanding the terms and conditions associated with these services. Customer agrees that DELIVERECT is not responsible for the performance of these services. The DELIVERECT Service and Products may contain links to third party websites as a convenience to Customer. Customer agrees that accessing any such website at is at Customer’s own risk, and that the site is not governed by the terms and conditions contained in this DSA. DELIVERECT expressly disclaims any liability for these websites. Customer will be responsible for obtaining and maintaining any required third party hardware and/or software, including updates thereto. DELIVERECT shall not be responsible for the negligent, grossly negligent, or actions or inactions of any third party. Furthermore and except for authorized DELIVERECT subcontractors, this limitation shall apply even to those third parties that may have been certified pursuant to a DELIVERECT certification program or recommended or referred to Customer by DELIVERECT.

12. Limitation of liability

Customer agrees that the Service and Products are provided “as is.” Any use of the Service and Products is at Customer’s sole and absolute risk. In no event, will DELIVERECT and its processors, suppliers or its licensors (or their respective affiliates, agents, directors and employees) be liable for any direct, indirect, special, incidental, or consequential damages arising out of the use of or inability to use the Services, errors in or loss of any data, even if DELIVERECT is advised of the possibility of such damages. Specifically, DELIVERECT is not responsible for any costs including, but not limited to, those incurred as a result of lost profits or revenue, loss of use of the software or services, loss of data, the costs of recovering data, any claims by third parties, or for other similar costs. DELIVERECT will in no case be liable for unlawful or improper use of the Services, of for any manipulation or modification of the Services and their software. Without prejudice to the above, the liability of DELIVERECT will in any case be limited to the total amount of the subscription fees paid or payable by Customer for the last three (3) subscription periods preceding the event that led to such liability. DELIVERECT will in no case be liable for unlawful or improper use of the Products, of for any manipulation or modification of the Products and Services and their software.

Customer acknowledges and agrees that sharing of its account information, login information or passwords shall be at its sole and absolute risk and that DELIVERECT shall not be liable for any damage arising as a result of such sharing.

Customer will indemnify, hold harmless and upon DELIVERECT’s request, defend DELIVERECT against any claims, liabilities and expenses (including court costs and reasonable attorney’s fees) arising from the acts of omissions of Customer, Customer’s employees or agents, including, without limitation, any provision of warranties or contractual rights to consumers or end users in excess of those set forth in this DSA. Customer is responsible for all user data, and for Customer’s activity in connection with the Services. Customer shall indemnify and hold harmless DELIVERECT (and its affiliates), and each of its (and its affiliates) respective employees, contractors, directors, suppliers and representatives from all liabilities, losses, claims, and expenses, including reasonable attorneys’ fees, that arise from (i) Customer’s use or misuse of the Services; (ii) Customer’s access of or to any part of the Services; (iii) any user data; or (iv) Customer’s violation of this Agreement or any additional terms Customer agrees to with DELIVERECT.

13. Warranty

The Services, the Site, any other DELIVERECT Software and the Products are provided without warranties of any kind, either express or implied, including, without limitation, implied warranties of title, merchantability, fitness for a particular purpose or non-infringement. DELIVERECT and its processors, suppliers or its licensors (or their respective affiliates, agents, directors and employees) do not make any warranty that (i) the Services are free of viruses or other harmful components; (ii) the Services will be error-free or uninterrupted (including, without limitation, interruptions that occur in the context of regularly scheduled maintenance); (iii) any information or advice obtained by Customer in connection with the Services will be accurate or complete. DELIVERECT makes no warranty of any kind as to the suitability or adequacy of the Services for a particular purpose or non-infringement.

The hardware and supplies are provided with warranties according to Belgian Law. If Customer represents a company, DELIVERECT provides 1 year warranty for the hardware.

Some countries do not allow the exclusion or limitation of implied warranties or limitation of liability for incidental or consequential damages, therefor, the foregoing limitations shall not apply to the extent that they are prohibited by Customer’s local applicable law.

14. Governing Law.

This agreement is governed exclusively by and construed according to the laws of Belgium. The parties submit to the exclusive jurisdiction and venue of the competent courts in Ghent, Belgium where any dispute will be brought in the Dutch language, without prejudice to DELIVERECT’s right to bring suit against Customer before the court that would be competent in the absence of this clause.

Billing Policy

This Billing Policy is an integral part of the DELIVERECT End User License Agreement. “You” or “Your” means the person using any of the Services and the person or company ,if any, on whose behalf such person is acting.

DELIVERECT offers a 14 day free trial.

Try DELIVERECT Software and Services out for 14 days for free to see if DELIVERECT is right for you. At the end of your 14-day trial you can subscribe for the Services. DELIVERECT offers different subscription plans, you can choose the one that most fits your needs. When you do not subscribe after 30 days, your access to the service is terminated without any charge.

There is no cancellation fee, ever.

Cancel your account and you will not be charged a cancellation fee. You are, however, responsible for any bills before you cancel. So, for example, if you were billed on the 5th and then canceled on the 8th you are still responsible for the subscription period following the 5th, but you will not be billed again.

How do I cancel?

To cancel your account, please use the cancel subscription button in your DELIVERECT account, so we can make sure your account is terminated safely.

Payment and Refund Terms for Service

Billing is done 5 days before the start of each subscription period and the bills must be paid before the start of the new subscription period. There will be no refunds or credits for partial subscription periods of Service or for subscription periods unused. No exceptions will be made to this rule in order for us to treat all of our customers fairly.

You can choose to change your subscription period before the start of each new period, without notice. DELIVERECT will renew your subscription automatically with the same duration of the previous period.

All fees are exclusive of any and all taxes imposed by taxing authorities.

DELIVERECT reserves the rights to at any time modify or discontinue one or more parts of the Service on reasonable notice, except where technical contingencies cause disruption without notice.

Prices of the Services are subject to change at any time with 30 days notice. We will let you know by any or all of the following – email, posting to www.DELIVERECT.com, posting inside the service.

You agree to periodically review DELIVERECT pricing and policies made available on the www.DELIVERECT.com website in order to stay informed.

DELIVERECT shall not be liable to you or any third party for any modification, price change, suspension or discontinuance of the Service.

Payment and Refund Terms for Products (including hardware and supplies purchased at DELIVERECT)

DELIVERECT may provide installations, specialty software (besides the Service) or hardware and supplies. These products will be billed and payment is due upon delivery or installation. The payment term is stated on the invoice. All hardware and supplies remain the possession of DELIVERECT until paid in full.

For items that require shipping, payment is due before shipping. Standard shipping fee within EU is 50 euro. This fee may vary depending on delivery address and quantity/weight of the hardware and supplies. DELIVERECT will inform you when the shipping costs exceed 50 euro.

Installations or interventions may require on site displacement. For this, DELIVERECT will bill a mileage allowance of 0.35 euro per kilometer. When working hours exceed the original DELIVERECT proposal or order, DELIVERECT can bill an additional 65 euro per hour.

Disputes

All complaints shall be reasonably motivated and submitted to us directly by registered letter within 8 days of delivery/execution of the works. In the event of any dispute concerning the execution of the works of conformity of the hardware and supplies, you may not suspend or refuse payment of the invoices. All invoices shall be considered accepted when they are not disputed by registered letter within 8 days after receipt.

This agreement is governed exclusively by and construed according to the laws of Belgium. The parties submit to the exclusive jurisdiction and venue of the competent courts in Ghent, Belgium where any dispute will be brought in the Dutch language, without prejudice to DELIVERECT’s right to bring suit against Customer before the court that would be competent in the absence of this clause.

Payment methods

DELIVERECT offers the following safe payment method:

Wire Transfer to bank account IBAN: BE08363080526713, BIC: BBRUBEBB.

Overdue payments

All bills are payable according to the payment term mentioned on the invoice. In the event of late payment, 12% interest per annum on the amount owed shall apply automatically, legally and without prior notice of default. Besides the aforementioned, damages of 10% on the amount owed shall apply automatically, legally and without prior notice of default, and this with a minimum of € 50.

BE SURE TO REVIEW THE DELIVERECT SERVICES AGREEMENT FOR ADDITIONAL TERMS AND CONDITIONS OF THE DELIVERECT SERVICES, OF WHICH THIS BILLING POLICY IS AN INTEGRAL PART.

© 2018 Deliverect