General Terms and Conditions

General Terms and Conditions: the present sales conditions used by Bistroo.

Bistroo: Bistroo.nl B.V., located at Meerenakkerplein 14, 5652 BJ in Eindhoven and registered with the Chamber of Commerce under number 71939091.

Agreement: any agreement between Bistroo and the Restaurant regarding the delivery of products and/or services.

Restaurant: any natural person, legal entity or partnership that purchases products or services via or from Bistroo.

2.1 These General Terms and Conditions apply to all offers, quotations and Agreements regarding products and services to be delivered or already delivered by Bistroo, unless expressly agreed otherwise in writing. These conditions take precedence over other general terms and conditions. The Restaurant's general terms and conditions are expressly excluded.

2.2 If both these General Terms and Conditions and the Restaurant's conditions were to apply, these General Terms and Conditions shall prevail.

2.3 Deviations from these conditions are only valid if they have been expressly agreed in writing by both parties.

2.4 If one or more provisions of these conditions prove to be null and void or are annulled, the remaining provisions shall remain fully in force.

2.5 Bistroo reserves the right to unilaterally amend these General Terms and Conditions.

3.1 An Agreement between Bistroo and the Restaurant is established as soon as one of the following situations occurs: the Restaurant has created an active account via www.bistroo.nl; the Restaurant has started a trial period for a service offered by Bistroo; the Restaurant has unequivocally agreed to Bistroo's offer via email; the Restaurant has accepted Bistroo's offer by telephone without reservation; Bistroo, or a third party engaged by it, has commenced execution of the Agreement.

3.2 Bistroo has the right to revoke its offer or quotation up to 48 hours after acceptance.

3.3 Bistroo is not obliged to execute an Agreement or accepted quotation if it is based on an obvious error or clerical mistake.

3.4 Written communication also includes communication via email.

3.5 Electronic messages are deemed to have been received on the date of sending, unless proven otherwise.

3.6 Bistroo reserves the right to refuse a request for service without providing reasons.

3.7 If the Restaurant accepts an offer while referring to its own general (purchase) terms and conditions, this shall have no effect regarding their applicability or the exclusion of these General Terms and Conditions, unless Bistroo has expressly agreed to that deviation in writing.

4.1 The Restaurant is automatically in default if it fails to fulfill any obligation under the Agreement or these General Terms and Conditions, or fails to do so in a timely manner.

4.2 In the event of default, Bistroo is entitled to dissolve the Agreement in whole or in part without being liable for damages. Furthermore, Bistroo may immediately claim the full outstanding amount and/or invoke retention of title.

4.3 Bistroo is entitled to terminate the Agreement with immediate effect and without any obligation for compensation or restitution if the Restaurant applies for a suspension of payments, is declared bankrupt, or if (part of) its assets are seized.

4.4 The Restaurant may terminate the Agreement with a notice period of one month, whereby the termination takes effect at the start of the next contract period, without the right to compensation or restitution.

5.1 All offers and quotations made by Bistroo, regardless of their form, are non-binding and serve as an invitation to the Restaurant to enter into an Agreement, even if a period for acceptance is stated.

5.2 Unless otherwise indicated, offers and quotations automatically expire thirty (30) days after the date of issue.

5.3 All data in offers, quotations, Agreements and appendices are indicative. Minor deviations do not entitle the Restaurant to compensation or dissolution.

5.4 Bistroo is not obliged to execute an offer, quotation or Agreement if it is based on an obvious mistake or clerical error.

6.1 Bistroo will make every effort to execute the Agreement to the best of its knowledge and ability. The Agreement has the character of a best-efforts obligation.

6.2 Goods are deemed to have been delivered as soon as Bistroo has delivered them to the Restaurant or arranged for their delivery. From that moment, the risk lies with the Restaurant.

6.3 Services are deemed to have been delivered as soon as Bistroo has informed the Restaurant that they have been completed.

6.4 Delivery periods are provided to the best of Bistroo's knowledge and adhered to as much as possible, but they are not binding and never qualify as strict deadlines.

6.5 Changes to the Agreement may lead to an adjustment of the delivery time. If the Restaurant requests a change, the Restaurant accepts any resulting adjustment of the delivery time in advance.

7.1 All prices are in euros and exclude VAT and other government levies. Any additional costs, such as import or customs clearance costs, are not included and are for the account of the Restaurant.

7.2 Prices are based on the factors applicable at the time of the offer, such as wages, exchange rates, taxes and costs.

7.3 Bistroo's software products are offered based on monthly subscriptions or a volume-fee model. The Restaurant chooses one of these two pricing models and may switch models after the current contract period has expired.

7.4 When a Restaurant uses Bistroo's services or products based on the subscription model, no volume fee applies to the value of the transactions received via the Webshop, Website, QR or Kiosk.

7.5 When a Restaurant uses Bistroo's services or products based on a volume fee, a percentage fee will be charged and withheld from the transaction.

8.1 Bistroo pays out received payments on working days, weekly or daily. Payouts on Monday generally include transactions from Friday to Thursday of the preceding week.

8.2 Bistroo is dependent on third parties for payouts, including banks and Payment Service Providers.

8.3 Bistroo is entitled to set off outstanding invoices, costs and amounts against payouts to the Restaurant. If outstanding invoices remain unpaid after multiple reminders, Bistroo is entitled to move a Restaurant from a subscription-based pricing model to a volume-based pricing model.

8.4 Any inaccuracies in payouts must be reported within three (3) months after the end of the relevant payout week.

8.5 Complaints about invoices must be reported in writing within sixty (60) days of receipt.

9.1 A warranty applies only if Bistroo has expressly confirmed this in writing.

9.2 If a warranty claim is justified, Bistroo will at its own discretion repair, replace or deliver correctly.

9.3 The warranty expires if defects are the result of incorrect, careless or improper use, or external causes.

10.1 Complaints about products or services must be reported promptly and with written reasons. The right to make a complaint expires thirty (30) days after delivery.

10.2 Returns are only accepted with prior written consent.

10.3 If a warranty claim proves to be unfounded, Bistroo is entitled to charge investigation and repair costs according to its usual rates.

11.1 All goods delivered by Bistroo remain the property of Bistroo until the Restaurant has fully met all payment obligations.

11.2 The Restaurant must carefully store goods subject to retention of title and keep them recognizable as the property of Bistroo.

11.3 The Restaurant may not pledge or encumber goods subject to retention of title, except in the context of normal business operations.

11.4 If the Restaurant defaults or there is a risk of non-performance, Bistroo is entitled to reclaim the goods.

12.1 Bistroo does not guarantee error-free or uninterrupted availability of services. Failures or interruptions may occur.

12.2 Bistroo may temporarily interrupt services for maintenance. Where possible, the Restaurant will be informed in advance.

13.1 In case of force majeure, Bistroo may suspend the Agreement or dissolve it in whole or in part without being liable for damages.

13.2 Force majeure is understood to mean any circumstance beyond Bistroo's control that makes performance impossible, including strikes and government measures.

14.1 Bistroo is not liable for damage resulting from defects in products or services, shortcomings or unlawful acts.

14.2 In particular, Bistroo is not liable for errors in data such as prices, opening hours or promotions.

14.3 Liability is in any case limited to the invoice amount of the relevant order.

14.5 Bistroo is never liable for indirect damage, including loss of profit or business interruption.

14.6 If the application is unavailable for more than 48 hours, the Restaurant may terminate the Agreement with immediate effect.

15.1 Bistroo may store orders placed via third parties.

15.2 Customer data is used exclusively for the execution of the Agreement and statistics (anonymized).

16.1 The Restaurant grants Bistroo a non-exclusive right of use for its name, logo and intellectual property rights for the duration of the Agreement.

16.2 The Restaurant is responsible for third-party claims regarding copyrights and indemnifies Bistroo.

20.1 Dutch law applies exclusively to all Agreements.

20.2 Disputes shall be submitted exclusively to the competent court in Eindhoven.

21.1 The Restaurant is solely responsible for compliance with alcohol legislation.

21.2 The Restaurant is responsible for the legally required age verification at the moment of handover.

21.3 Bistroo acts exclusively as a technology provider and is never liable for violations committed by the Restaurant.

22.1 If an end user (customer) is entitled to a refund of a transaction, the full costs of this refund shall be borne by the Restaurant. In addition to the refunded transaction amount, Bistroo will charge the Restaurant all applicable costs and an administrative fee of €0.50 (excluding VAT) per processed refund.

22.2 Bistroo will initially deduct the refund amount and the associated administrative fee directly from the Restaurant's outstanding balance or pending payouts.

22.3 If the Restaurant's current balance is insufficient to immediately cover the refund and related costs, an immediately due and payable claim by Bistroo against the Restaurant shall arise at the moment the refund is processed. Bistroo is entitled to fully set off this claim against the next order(s) received via the ordering solution(s), the next balance top-up or payout to the Restaurant, as well as any other funds held by the Restaurant with Bistroo.

22.4 If set-off within a reasonable period (for example, 14 days) is not possible due to a lack of new transactions, Bistroo reserves the right to invoice the outstanding amount separately, and the Restaurant shall be obliged to pay the invoice within the applicable payment term.