Terms and Conditions Butlaroo

(General Terms and Conditions — B2B)

Butlaroo Services B.V.
Last modified: March 25, 2026

1. Definitions

In these General Terms and Conditions, the following terms shall have the meanings set out below:

1. Provider: Butlaroo Services B.V., established at Vonderweg 14, 5616 RM Eindhoven, registered with the Chamber of Commerce (Kamer van Koophandel) under number 70068143, hereinafter also referred to as "Butlaroo", "Supplier", "we" or "us".

2. Client: any legal entity or natural person acting in the exercise of a profession or business who enters into or wishes to enter into an Agreement with the Provider, hereinafter also referred to as "you" or "Customer".

3. Service(s): all SaaS services provided or to be provided by the Provider to the Client, including but not limited to: QR ordering solutions, kiosk systems, click & collect, online ordering, payment solutions (payments), point-of-sale systems (POS), kitchen display systems (KDS), and all associated software, functionalities, modules, integrations and support.

4. Agreement: any agreement between the Provider and the Client regarding the provision of Services, including any annexes, Service Level Agreements (SLAs) and order confirmations.

5. Platform: the software environment managed by the Provider (including web applications, mobile applications, APIs and dashboards) to which the Client is granted access in the context of the Services.

6. User: any natural person who uses the Platform on behalf of or for the benefit of the Client.

7. Content: all data, files, images, texts, menus, product information and other materials that are placed on or processed through the Platform by or on behalf of the Client.

8. Personal Data: all data that can be directly or indirectly traced to a natural person, within the meaning of the General Data Protection Regulation (GDPR).

9. Intellectual Property Rights: all intellectual property rights and related rights, including copyrights, trademark rights, patent rights, database rights, design rights and trade name rights.

10. In Writing: by letter, email or by any other digital means of communication supported by the Provider.

11. Business Days: Monday through Friday, with the exception of public holidays generally recognized in the Netherlands.

2. Applicability

1. These General Terms and Conditions apply to all offers, quotations, agreements and deliveries of Services by the Provider to the Client.

2. The applicability of any purchase or other terms and conditions of the Client is expressly rejected.

3. Deviations from these General Terms and Conditions are only valid if they have been expressly agreed upon In Writing.

4. If any provision of these General Terms and Conditions is null and void or voidable (nietig of vernietigbaar), this shall not affect the validity of the remaining provisions. In such a case, the parties shall consult with each other to agree on a replacement provision that approximates the intent of the original provision as closely as possible.

5. The Provider reserves the right to unilaterally amend or supplement these General Terms and Conditions. Amendments shall be communicated to the Client at least thirty (30) days before the intended effective date via email, a notification in the Platform (dashboard), or publication on the Provider's website.

6. If the Client does not object In Writing to the amendment before the effective date, the amended terms and conditions shall be deemed accepted. Continued use of the Platform or the Services after the effective date shall also constitute acceptance of the amended terms and conditions.

7. If the Client objects In Writing to an amendment, the parties shall enter into consultation. If the parties do not reach agreement within thirty (30) days, the Provider shall be entitled to terminate the Agreement with a notice period of thirty (30) days. During the notice period, the previous General Terms and Conditions shall remain in effect.

8. The most recent version of these General Terms and Conditions is available at all times on the Provider's website. The Provider maintains an archive of previous versions with the corresponding effective date.

3. Offers and formation of the Agreement

1. All offers and quotations of the Provider are without obligation, unless expressly stated otherwise.

2. An Agreement is formed at the moment the Client accepts an offer or quotation of the Provider In Writing, or at the moment the Provider confirms a registration or order from the Client In Writing, or at the moment the Provider actually commences the performance of the Services.

3. Additions or amendments to the Agreement are only formed by Written confirmation of both parties.

4. The Agreement consists of the following documents, which in the event of any conflict shall be interpreted in the order of precedence set out below, with the higher-ranked document prevailing:

   • the individual agreement, quotation or Order Form;

   • any product-specific terms and conditions;

   • any agreed Service Level Agreement (SLA);

   • the Data Processing Agreement (DPA);

   • these General Terms and Conditions.

4. Service provision

1. The Provider grants the Client the non-exclusive, non-transferable right to use the Platform and the Services for the duration of the Agreement.

2. The Provider shall endeavor to perform the Services with due care and in a professional manner, in accordance with the Agreement and in compliance with applicable laws and regulations. All obligations of the Provider under the Agreement and these General Terms and Conditions are best-efforts obligations (inspanningsverplichtingen) and not obligations of result (resultaatsverplichtingen), unless expressly agreed otherwise In Writing.

3. The Provider is entitled to have the Services performed (in whole or in part) by third parties, without requiring the prior consent of the Client.

4. The Provider is at all times entitled to modify, expand, restrict, temporarily suspend or permanently discontinue the Platform and the Services in whole or in part, including but not limited to modifying, adding or removing functionalities, modules, features, user interfaces and APIs. The Provider is entitled to do so for any reason whatsoever, including but not limited to technical, commercial, strategic or operational considerations, or to comply with amended laws and regulations.

5. The Provider shall make reasonable efforts to inform the Client in advance of material changes to the Services, but failure to do so shall not affect the Provider's right to implement changes.

6. The implementation of changes to the Services shall not entitle the Client to compensation, restitution or dissolution of the Agreement, unless the change results in a lasting and material limitation of the core functionality of the Services and the Provider does not offer a suitable alternative within a reasonable period.

7. The Provider does not guarantee any specific availability (uptime) of the Platform.

8. The Client acknowledges that the Platform may be temporarily wholly or partially unavailable and that the Provider is not liable for loss of revenue, missed orders, reputational damage or any other damage suffered by the Client as a result of unavailability or reduced performance of the Platform, regardless of the cause thereof. The Client shall at all times ensure an alternative working method (including manual order processing and cash payments) in the event that the Platform is unavailable.

5. Use of the Platform

1. The Client is responsible for the use of the Platform by its Users and shall ensure that such use is in accordance with these General Terms and Conditions and applicable laws and regulations.

2. The Client shall ensure the confidentiality and proper management of login credentials and access codes. The Provider is not liable for damage resulting from unauthorized use of login credentials.

3. The Client is not permitted to:

   • use the Platform for unlawful purposes;

   • circumvent, disrupt or test the security of the Platform without prior Written consent;

   • reverse-engineer, decompile or disassemble the Platform;

   • make the Platform available to third parties other than for its intended use;

   • deploy automated systems (bots, scrapers) that disproportionately burden the Platform;

   • place Content that infringes on the rights of third parties, is unlawful or misleading.

4. The Provider is entitled to monitor the use of the Platform for the purposes of security, maintenance and compliance with these General Terms and Conditions.

5a. Fair use

1. The Client is required to use the Platform in accordance with the fair use policy maintained by the Provider. Reasonable use means use that, in nature and scope, is appropriate for the subscription or service package taken out by the Client and that does not disproportionately burden the Platform, the infrastructure or the service provision to other clients.

2. The Provider is entitled to set limits on the use of the Platform, including but not limited to the number of transactions, orders, API calls, User accounts, locations, data points or storage space, and to unilaterally adjust these limits from time to time.

3. If the Client exceeds the fair use policy or disproportionately burdens the Platform, the Provider is entitled, at its sole discretion, to:

   • request the Client to reduce usage to a reasonable level;

   • restrict, throttle or suspend the use of the Platform in whole or in part;

   • charge additional costs for the excess usage;

   • adjust the Agreement to a suitable subscription or service package;

   • terminate the Agreement if the Client does not reduce excessive usage within a reasonable period after a Written warning.

4. The Provider shall notify the Client before taking measures as referred to in paragraph 3, unless the nature or urgency of the situation requires immediate action.

5b. Acceptable use — Content and materials

1. The Client is solely responsible and liable for all Content that it or its Users place on the Platform, including but not limited to menus, product descriptions, prices, images, logos, allergen information and nutritional information.

2. The Client warrants that the Content:

   • is accurate, complete and not misleading;

   • does not infringe on Intellectual Property Rights or other rights of third parties;

   • complies with all applicable laws and regulations, including regulations concerning food safety, allergen information (Regulation (EU) No. 1169/2011), consumer protection and price indication;

   • does not contain any unlawful, defamatory, discriminatory, threatening or otherwise objectionable content.

3. The Provider is in no way responsible or liable for the accuracy, completeness or lawfulness of the Client's Content, nor for damage suffered by third parties (including consumers or end users) as a result of inaccurate, incomplete or misleading Content, including expressly but not limited to incorrect allergen information, inaccurate product descriptions or the use of copyrighted material.

4. The Client fully indemnifies the Provider against all claims by third parties related to the Client's Content, including claims relating to health damage caused by incorrect allergen information, infringement of Intellectual Property Rights, unfair commercial practices and violation of consumer law.

5. The Provider is entitled to remove, block or modify Content if, in the Provider's reasonable judgment, it is in conflict with these General Terms and Conditions, applicable laws and regulations or the interests of the Provider, without this giving rise to any right to compensation for the Client.

5c. Role of the Provider, relationship with end users and consumers

1. The Provider is exclusively a provider of technology services and makes the Platform available as a software solution for the benefit of the Client. The Provider is not a producer, supplier, distributor, importer, retailer or hospitality operator and is not involved in the actual production, preparation, storage, delivery or provision of the products and services that the Client offers to end users via the Platform. The role of the Provider is limited to providing the technical infrastructure through which the Client can offer its products and services and process orders and payments.

2. The contractual relationship regarding the sale and delivery of products and services to end users (including guests, visitors and consumers) exists exclusively between the Client and the relevant end user. The Provider is not a party to this sales relationship and is not to be regarded as a (co-)seller, intermediary, agent or broker vis-a-vis the end user. The role of the Provider vis-a-vis the end user is limited to technically facilitating the order and payment processing.

3. The Client is solely responsible and liable vis-a-vis end users for all aspects of the products and services offered by the Client, including but not limited to:

   • the quality, composition and food safety of products;

   • compliance with all applicable laws and regulations, including Regulation (EC) No. 178/2002 (General Food Law), Regulation (EU) No. 1169/2011 (Food Information to Consumers), the Dutch Commodities Act Decree (Warenwetbesluit) and HACCP requirements;

   • the accuracy and completeness of product information, allergen information and nutritional information;

   • the pricing, delivery and distribution of products and services;

   • the handling of complaints, returns and warranty claims from end users.

4. The Provider bears no responsibility or liability whatsoever for the Client's compliance with hygiene regulations, food safety standards, permits or other legal requirements.

5. The Client fully indemnifies the Provider against all claims from end users, consumers, regulators and other third parties relating to or arising from the Client's products, services or Content, including but not limited to claims relating to product liability, health damage, allergic reactions, misleading practices, non-conformity or violation of consumer rights.

6. If the Provider is held liable by an end user, regulator or third party in connection with the Client's products, services or Content, the Client shall immediately provide the Provider with all cooperation and shall compensate all damage, costs and fines (including reasonable legal costs).

5d. Permitted product categories

1. The Platform is intended exclusively for the sale of food, beverages and related retail products that are customary in the hospitality, hotel, restaurant, bar, event and retail sector (hereinafter: "Permitted Products").

2. The Client is not permitted to offer products or services via the Platform that do not fall under the Permitted Products, unless the Provider has granted prior express Written consent for this purpose.

3. The Provider is at all times entitled to remove or block from the Platform, without prior notice, products or services that in the Provider's judgment do not fall under the Permitted Products or for which no Written consent has been granted, without this giving rise to any right to compensation for the Client.

4. In any event, the Client is not permitted to offer products or services via the Platform that:

   • are in conflict with applicable laws and regulations;

   • require a license or exemption that the Client does not possess;

   • in the Provider's judgment could be harmful to the reputation of the Provider or the Platform;

   • infringe on the rights of third parties.

6. Obligations of the Client

1. The Client shall provide the Provider in a timely manner with all data, materials and cooperation reasonably necessary for the performance of the Services.

2. The Client warrants the accuracy, completeness and reliability of the data and Content provided by it, even if such data originates from third parties.

3. The Client is itself responsible for complying with all applicable laws and regulations, including but not limited to regulations in the field of consumer protection, food safety, price indication, fiscal obligations and allergen information when using the Services.

4. The Client is itself responsible for purchasing, installing, configuring and maintaining all hardware, equipment, peripherals (including tablets, kiosks, receipt printers, payment terminals, routers and network equipment), internet connections, operating systems and browsers required for the use of the Platform. The Provider does not guarantee that equipment or third-party systems used by the Client are compatible with the Platform, unless expressly stated otherwise In Writing. The Provider is not liable for malfunctions, outages, delays or missed orders resulting from deficiencies in the Client's hardware, equipment, internet connection or other technical infrastructure.

5. If the Client fails to fulfill its obligations or fails to do so in a timely manner, and the performance of the Services is thereby delayed or impeded, the resulting costs and consequences shall be borne by the Client.

7. Prices and payment

1. All prices quoted by the Provider are in euros and exclusive of value added tax (VAT) and other government-imposed levies, unless expressly stated otherwise.

2. The Provider is at all times entitled to unilaterally amend the rates, including but not limited to subscription fees, transaction costs, processing fees and other charges. Rate changes do not require a separate agreement or consent of the Client. Changes shall be communicated to the Client In Writing at least thirty (30) days before their effective date.

3. Notwithstanding paragraph 2, rate changes that are a direct consequence of changed rates or costs of payment service providers, payment schemes, acquirers or regulators (pass-through costs), or of amended laws and regulations, may be implemented with immediate effect. The Provider shall notify the Client of such changes as soon as reasonably practicable.

4. If the Client does not agree with a rate change, the Client's sole remedy is to terminate the Agreement as of the date on which the new rates take effect. Continued use of the Services after the effective date of the new rates shall constitute acceptance thereof.

5. Payment shall be made within fourteen (14) days of the invoice date, in the manner indicated by the Provider, unless otherwise agreed In Writing.

6. The Provider is entitled to invoice in advance and to apply direct debit, provided this has been agreed in the Agreement.

7. If the payment term is exceeded, the Client shall be in default by operation of law (van rechtswege in verzuim) and shall owe statutory commercial interest (wettelijke handelsrente) on the outstanding amount. All reasonable costs of obtaining payment out of court shall also be borne by the Client.

8. The Client is not entitled to set off or suspend payment obligations.

9. Taxes. The Client is solely responsible for determining, calculating, charging, collecting, reporting and remitting all applicable taxes (including VAT) in connection with the products and services that the Client sells to end users via the Platform. The Provider bears no responsibility for the correct calculation or remittance of taxes by the Client.

10. Any tax or VAT calculations, summaries or reports that the Platform makes available to the Client are for indicative purposes only and are provided without any guarantee of accuracy or completeness. The Client must verify the accuracy of such calculations itself and is responsible for compliance with all applicable tax laws and regulations.

11. The Client indemnifies the Provider against all claims, additional assessments, fines, interest and costs (including reasonable legal costs) arising from or related to the Client's failure to properly fulfill its fiscal obligations as referred to in this article.

8. Duration and termination

1. The Agreement is entered into for the duration specified in the Agreement. In the absence of an explicit term, an initial term of twelve (12) months shall apply.

2. After expiry of the initial term, the Agreement shall be tacitly renewed for successive periods of twelve (12) months, unless a party terminates the Agreement In Writing with a notice period of at least thirty (30) days before the end of the then-current term.

3. The Provider is entitled to terminate or suspend the Agreement in whole or in part with immediate effect if:

   • the Client is in default of the performance of any obligation under the Agreement;

   • the Client applies for a suspension of payments (surseance van betaling) or is declared bankrupt;

   • the Client's business is liquidated or discontinued;

   • the Client uses the Platform in violation of article 5, 5a or 5b of these General Terms and Conditions.

4. The Provider is additionally entitled to terminate the Agreement for business reasons, including but not limited to strategic reorientation, the discontinuation or restructuring of (part of) the Services, or other considerations that compel the Provider to do so. In that case, the Provider shall observe a notice period of at least sixty (60) days.

5. Upon termination of the Agreement, the Client's right to use the Platform shall lapse as of the date of termination.

6. If the Provider terminates the Agreement on the basis of paragraph 3 (attributable to the Client), fees already paid shall not be refunded. If the Provider terminates the Agreement on the basis of paragraph 4 (business reasons), the Client shall be entitled to pro rata restitution of prepaid subscription fees for the remaining period after the date of termination. Transaction-based fees are in no event eligible for restitution.

9. Suspension and disconnection

1. The Provider is entitled to suspend the access to the Platform and the provision of Services in whole or in part if the Client fails to fulfill its obligations under the Agreement, without prejudice to the Provider's right to demand full performance and/or compensation.

2. During the suspension, the Client's payment obligations shall remain in full force.

10. Intellectual property

1. All Intellectual Property Rights in the Platform, the Services, the software, documentation and all materials developed or made available by the Provider vest exclusively in the Provider or its licensors.

2. The Client acquires only the rights of use that are expressly granted in the Agreement and these General Terms and Conditions. Any other or broader use is not permitted.

3. The Client retains all rights to the Content placed by it on the Platform. The Client grants the Provider a non-exclusive, royalty-free license to use this Content insofar as this is necessary for the performance of the Services.

4. The Client is not permitted to remove, render illegible or alter any indication of Intellectual Property Rights of the Provider.

5. The Provider indemnifies the Client against claims by third parties based on the assertion that the Platform as such infringes Intellectual Property Rights of that third party valid in the Netherlands, provided that the Client:

   • informs the Provider In Writing without delay of the claim;

   • gives the Provider full control over the defense and any settlement;

   • provides all reasonable cooperation at the Provider's expense.

6. The indemnification referred to in paragraph 5 does not apply to claims that (wholly or partially) arise from:

   • Content, materials or data provided by or on behalf of the Client or placed on the Platform;

   • modifications to the Platform made by or on behalf of the Client;

   • the use of the Platform in combination with third-party software, hardware or services not prescribed by the Provider;

   • the use of the Platform in violation of the Agreement or these General Terms and Conditions.

7. If, in the Provider's judgment, an infringement is threatened or has been established, the Provider is entitled, at its sole discretion, to: (a) obtain the right for the Client to continue using the Platform, (b) modify or replace the Platform such that the infringement is remedied, or (c) if neither of the foregoing options is reasonably possible, terminate the Agreement with pro rata restitution of prepaid subscription fees.

11. Data protection and privacy

1. In the performance of the Services, both parties process Personal Data. The allocation of roles is as follows:

   • Provider as processor: insofar as the Provider processes Personal Data exclusively for and on behalf of the Client (including order data, customer data of end users and menu data), the Provider shall be deemed a processor within the meaning of the GDPR. The parties shall enter into a separate Data Processing Agreement (DPA) for this purpose.

   • Provider as controller: insofar as the Provider processes Personal Data for its own purposes, including but not limited to account administration, invoicing, fraud prevention and detection, security, compliance with legal obligations, enforcement of these General Terms and Conditions, aggregated analytics, product improvement and development, improvement of algorithms and models, benchmarking, market analysis and the development of new services, the Provider shall be deemed an independent controller. The Provider processes this data in accordance with its privacy statement.

2. The Client is the controller for the Personal Data it processes via the Platform and warrants that this processing is lawful, including having a valid legal basis and informing data subjects.

3. The Provider takes appropriate technical and organizational measures to protect Personal Data against unauthorized access, loss or destruction, taking into account the state of the art, the costs of implementation and the nature and scope of the processing.

4. The Provider shall not retain Personal Data longer than necessary for the relevant processing purpose, unless a longer retention period is required by law.

5. Further arrangements regarding the processing of Personal Data in the role of processor are laid down in the Data Processing Agreement (DPA). The Provider's privacy statement is available on the Provider's website.

6. The Provider is entitled to provide data of the Client — including Personal Data, transaction data, Content and other data — to government authorities, regulators, law enforcement agencies, tax authorities, judicial authorities or other competent authorities, if the Provider is obliged to do so under applicable laws and regulations, a court order or a valid demand from a competent regulator or law enforcement agency. The Provider is not obliged to inform the Client in advance if this is not permitted by law or if doing so could impede the investigation.

7. The Client shall cooperate with requests as referred to in paragraph 6 and shall indemnify the Provider against claims arising from the provision of data pursuant to this article, insofar as the Provider has acted in accordance with applicable laws and regulations and with due regard for the diligence that may reasonably be expected of the Provider.

12. Security

1. The Provider shall endeavor to implement appropriate technical and organizational security measures to protect the Platform and the data stored thereon.

2. The Provider is entitled to adjust security measures from time to time.

3. The Client is responsible for the security of its own systems, networks and devices used to access the Platform.

4. In the event of an (suspected) security incident, the party that becomes aware thereof shall notify the other party without delay.

13. Maintenance and availability

1. The Provider is entitled to temporarily take the Platform out of service for the purpose of maintenance, updates or modifications. The Provider shall endeavor to perform scheduled maintenance outside business hours and to inform the Client in a timely manner.

2. The Provider is not liable for damage resulting from temporary unavailability of the Platform due to maintenance, disruptions at third parties (including hosting providers and internet service providers) or force majeure.

3. If a specific availability standard has been agreed in an SLA, only the compensation arrangement included in that SLA shall apply in the event of failure to meet that standard.

14. Support

1. The Provider provides support to the Client in accordance with the provisions set out in the Agreement or the applicable support policy.

2. Unless otherwise agreed, support is available on Business Days during the Provider's regular office hours.

3. The Provider is entitled to charge a reasonable fee for support that falls outside the standard support terms.

15. Third-party integrations and connections

1. The Platform may offer connections or integrations with third-party services, systems or software (including payment service providers, delivery platforms, accounting systems and other external services).

2. The Provider is at all times entitled to add, modify, restrict or discontinue connections and integrations with third parties, for any reason whatsoever, including but not limited to technical, commercial or operational considerations, changes in the terms or availability of the relevant third party, or decisions by that third party to terminate the cooperation.

3. The Provider is not responsible for the functioning, availability, security, accuracy or terms of third-party services. The use of such connections is entirely at the Client's own risk and expense.

4. The Client is itself responsible for complying with the terms and conditions applicable to third-party services with which the Platform is connected, and for obtaining and maintaining its own accounts and licenses with those third parties.

5. The Provider is not liable for damage arising from the modification, restriction, discontinuation or unavailability of connections or integrations with third parties. This does not entitle the Client to compensation, restitution or dissolution of the Agreement.

16. Payment services and payment processing

16.1 General

1. In the processing of payments, the Provider acts exclusively as a technical facilitator. The Provider is not itself a payment institution or electronic money institution within the meaning of the Financial Supervision Act (Wet op het financieel toezicht, Wft) and does not perform payment services for which a license under the Wft or the Payment Services Directive 2 (PSD2) is required. The actual processing of payment transactions is at all times carried out by or under the responsibility of a payment service provider (Payment Service Provider) licensed by the competent supervisory authority.

2. Insofar as the Provider uses external payment service providers, the terms and conditions of the relevant payment service provider also apply to the relationship between the Client and the relevant payment service provider. The Client is required to comply with these terms and conditions.

3. The Provider does not at any time hold funds of the Client or its customers; the flow of funds at all times passes through the licensed payment service provider.

16.2 Transaction fees and charges

1. The Provider charges transaction costs for the processing of payments. These costs may consist of a fixed amount per transaction, a percentage of the transaction amount, or a combination thereof, whether or not supplemented by other charges.

2. The Provider is at all times entitled to unilaterally adjust the transaction fees and processing costs in accordance with article 7 of these General Terms and Conditions. This includes, among other things, changes to the fee structure, the introduction of new charges, and the adjustment of existing fees.

3. Fees for payment processing that are influenced by costs of payment schemes (including Visa, Mastercard and other card networks), payment service providers, acquirers or regulators may be changed with immediate effect.

16.3 Payout and set-off

1. The Provider pays out the amounts received by the Client to the Client in accordance with the payout schedule specified in the Agreement, subject to set-off of fees owed, transaction costs, chargebacks, refunds, reserves, and subject to delay resulting from compliance review or delay on the part of the payment service provider.

2. The Provider is entitled to set off fees owed, transaction costs, chargebacks, refunds, fines and other claims against the Client against the amounts to be paid out to the Client, before payout takes place.

3. The Provider is entitled to suspend payouts or to maintain a reserve if:

   • there is a reasonable suspicion of fraud, unlawful conduct or abuse;

   • there is an unusually high number of chargebacks or refunds;

   • the Client is in default of any obligation under the Agreement;

   • this is required by applicable laws and regulations, a court ruling or an instruction from a regulator or payment scheme;

   • the Provider otherwise reasonably deems this necessary to protect its own interests or those of third parties.

4. The Provider does not owe interest on suspended or reserved amounts.

16.4 Chargebacks, refunds and disputes

1. The Client is fully responsible and liable for all chargebacks, reversals, refunds and payment disputes relating to transactions of the Client or its customers, regardless of the reason therefor.

2. The Provider is entitled to recover the amount of a chargeback or refund, increased by any fines, costs and administrative charges imposed by payment schemes or payment service providers, from the Client by means of set-off against amounts to be paid out or by means of separate invoicing.

3. The Client shall provide all cooperation reasonably required by the Provider in disputing or handling chargebacks and payment disputes, including the timely provision of documentation and evidence.

4. If the number of chargebacks or refunds of the Client exceeds a percentage or number established by the Provider or the relevant payment schemes, the Provider is entitled to take additional measures, including but not limited to increasing the reserve, suspending payment processing or terminating the Agreement.

16.5 Refunds in the event of non-delivery by the Client

1. If an end user reports to the Provider, or if the Provider otherwise establishes, that the Client has not delivered a product or service paid for via the Platform to the end user, the Provider shall notify the Client and provide the Client with the opportunity to deliver within a reasonable period to be determined by the Provider or to offer a suitable solution to the end user.

2. If the Client does not deliver within the specified period or does not offer a reasonable solution to the end user, the Provider is entitled to refund the transaction amount in whole or in part to the end user, without requiring the prior consent of the Client.

3. The refunded amount, increased by any costs charged by payment schemes or payment service providers and a reasonable administrative fee to be determined by the Provider, shall be set off against the amounts to be paid out to the Client or separately invoiced to the Client.

4. The Client acknowledges that this right of refund is necessary to protect the end user, to prevent chargebacks and to maintain the Provider's good reputation with the relevant payment schemes. The Client may only dispute a refund pursuant to this article if the Client provides the Provider with written evidence within fourteen (14) days after the refund that the product or service was actually delivered to the end user. In the absence of timely and sufficient evidence, the refund shall be deemed final.

5. The Provider is not liable for damage suffered by the Client as a result of a refund pursuant to this article.

16.6 Fraud and risk management

1. The Provider is entitled to monitor, block, suspend or refuse transactions if, in the Provider's reasonable judgment, there are indications of fraud, money laundering, terrorism financing or other unlawful or suspicious conduct.

2. The Client shall take appropriate measures to prevent fraud and shall cooperate with the fraud prevention policy of the Provider and the relevant payment schemes.

3. The Provider is not liable for damage suffered by the Client as a result of blocking, suspending, delaying or refusing transactions pursuant to this article, regardless of whether the relevant transaction subsequently proves to be legitimate. This includes, but is not limited to, damage resulting from missed orders, cancelled orders or loss of revenue because a transaction was delayed or blocked by automated fraud detection.

16.7 Liability and indemnification for payment services

1. The Provider is not liable for delays, errors, outages, refusals or interruptions in the processing of payments, regardless of whether these are caused by the Provider, payment service providers, payment schemes, banks or other third parties.

2. The Provider is not liable for damage resulting from unauthorized transactions, unless this is the direct result of intent or deliberate recklessness on the part of the Provider's management.

3. The Client indemnifies the Provider against all claims by third parties (including consumers, cardholders, payment service providers, payment schemes and regulators) related to the Client's payment transactions.

4. The Client is itself responsible for compliance with all applicable laws and regulations with respect to payments, including the Financial Supervision Act (Wet op het financieel toezicht, Wft), anti-money laundering legislation (Wet ter voorkoming van witwassen en financieren van terrorisme, Wwft), the obligation to use a certified cash register system, PCI-DSS compliance insofar as applicable, and fiscal registration obligations.

16.8 Force majeure and disruptions in payment processing

1. Without prejudice to the provisions of article 19 (Force majeure), the Provider is not liable for the inability or delay in processing payments as a result of circumstances beyond the Provider's reasonable control, including but not limited to:

   • outages, disruptions or maintenance at payment schemes (including Visa, Mastercard, iDEAL and other card or payment networks);

   • outages or disruptions at payment service providers, acquirers, issuing banks or other financial intermediaries;

   • sanctions, embargoes or other government measures that prevent the processing of certain transactions;

   • changes in rules or requirements of payment schemes that require adaptation of the payment infrastructure;

   • cyber attacks, DDoS attacks or other security incidents targeting the payment infrastructure;

   • disruptions in internet connections, telecommunications infrastructure or power supply.

2. In the situations referred to in paragraph 1, the Client shall not be entitled to compensation, restitution, discount or any other form of compensation. The Provider shall make reasonable efforts to restore payment processing as soon as possible.

3. The Client bears the risk of loss of revenue or other consequences of the temporary inability to process payments and must itself ensure an alternative means of payment (such as cash payment) for such situations.

16.9 Termination of payment services

1. The Provider is entitled to terminate or suspend the payment functionality with immediate effect if:

   • the Client acts in violation of the rules of the relevant payment schemes;

   • a payment service provider, acquirer or payment scheme terminates or suspends the cooperation with respect to the Client;

   • this is required by a regulator or court ruling;

   • the Provider otherwise has well-founded reasons to do so.

2. After termination of the payment functionality, the Client remains liable for all outstanding obligations, including chargebacks, fines and costs that are established after termination but relate to transactions prior to termination.

17. Liability

1. The total liability of the Provider for an attributable failure in the performance of the Agreement or on any legal basis whatsoever is limited to compensation of direct damage up to a maximum of the amount that the Client has actually paid to the Provider for the Services in the three (3) months preceding the damage-causing event.

2. Direct damage is exclusively understood to mean:

   • reasonable costs incurred to determine the cause and scope of the damage;

   • reasonable costs incurred to prevent or mitigate damage;

   • reasonable costs for emergency measures.

3. The Provider is never liable for indirect damage, consequential damage, lost profits, loss of revenue, missed orders, lost savings, diminished goodwill, reputational damage, damage due to business interruption, damage resulting from the loss or corruption of data, or any other form of indirect damage, regardless of whether the Provider has been advised of the possibility of such damage.

4. The limitations set out in this article do not apply if the damage is the result of:

   • intent or deliberate recklessness on the part of the Provider's management;

   • fraud by the Provider;

   • an obligation of the Provider under the indemnification referred to in article 10, paragraph 5 (Intellectual Property Rights);

   • liability under article 82 of the General Data Protection Regulation (GDPR), insofar as this liability cannot be excluded under mandatory law;

   • death or personal injury.

5. The Client must report the damage to the Provider In Writing as soon as possible, but no later than thirty (30) days after discovery or after the moment at which the Client should reasonably have discovered the damage. If the Client does not comply with this notification obligation, the right to compensation shall lapse, unless the Client demonstrates that the delay has not placed the Provider in a less favorable position.

18. Indemnification

1. The Client indemnifies the Provider against all claims by third parties related to or arising from:

   • the use of the Platform and the Services by the Client or its Users;

   • the Content placed on the Platform by or on behalf of the Client;

   • a breach by the Client of these General Terms and Conditions, the Agreement or applicable laws and regulations;

   • an infringement of Intellectual Property Rights of third parties by materials provided by the Client to the Provider.

2. The Client shall compensate the Provider for all damage and costs (including reasonable legal costs) suffered or incurred by the Provider as a result of such claims.

19. Force majeure

1. The Provider is not obliged to fulfill any obligation if it is prevented from doing so as a result of force majeure.

2. Force majeure shall in any event, but not exclusively, be understood to mean: disruptions in or inaccessibility of the internet, disruptions in telecommunications infrastructure, power outages, government measures, natural disasters, epidemics, pandemics, war, terrorism, strikes, fire, cyber attacks, shortcomings of suppliers or other circumstances beyond the Provider's reasonable control.

3. If the force majeure situation continues for more than ninety (90) days, either party is entitled to dissolve the Agreement In Writing, without any obligation to pay compensation.

4. An invocation of force majeure by the Client does not release the Client from its payment obligations towards the Provider.

20. Confidentiality

1. The parties shall keep confidential any confidential information they receive from the other party in the context of the Agreement and shall use it only for the purpose for which it was provided.

2. The confidentiality obligation does not apply to information that:

   • was already or becomes publicly known through no act of the receiving party;

   • the receiving party has independently developed;

   • the receiving party has lawfully received from a third party without any confidentiality obligation;

   • must be disclosed pursuant to a statutory obligation or court order;

   • is provided by the Provider to its professional advisors, accountants, investors or potential buyers, provided that such third parties are bound by a comparable confidentiality obligation.

3. The confidentiality obligation shall also remain in force after termination of the Agreement for a period of two (2) years.

21. Data, data rights and backups

21.1 Rights to Platform Data

1. All data arising from or generated by the use of the Platform and the Services — including but not limited to transaction data, order data, product data, menu data, usage data, performance data and other operational data (hereinafter collectively: "Platform Data") — may be used by the Provider without restriction for its own purposes, including but not limited to product development and improvement, improvement of algorithms and models, benchmarking, analysis, the generation of market insights and the development of new services and products.

2. The Provider is and shall remain the exclusive owner of all derived data, aggregated datasets, insights, models, database rights and other intellectual property rights arising from the processing of Platform Data (hereinafter: "Derived Data"). This right is irrevocable, transferable and sublicensable.

3. The Provider's rights as referred to in paragraphs 1 and 2 shall remain in full force and effect after termination of the Agreement, regardless of the reason for termination.

4. Insofar as Platform Data contains Personal Data, such data shall be processed in accordance with article 11 of these General Terms and Conditions and the applicable Data Processing Agreement (DPA). The rights referred to in this article shall not affect the rights of data subjects under the GDPR.

21.2 Access and export

5. During the term of the Agreement, the Client is entitled to access and export its own operational data (including order history, transaction overviews and customer data), insofar as the Platform provides this functionality. The Provider does not guarantee that all data can be exported in any desired format.

6. The Client is deemed to be responsible during the term for timely exporting and safeguarding its data, including transaction history and other data that the Client requires for its fiscal or statutory retention obligations.

21.3 Backups and deletion

7. The Provider shall endeavor to make regular backups of the data stored on the Platform. The Provider does not guarantee that in the event of data loss, such data can be fully restored.

8. The Client is itself responsible for making and retaining its own backups of its Content and data.

9. After termination of the Agreement, the Provider is entitled to delete all of the Client's data without further notice of default or opportunity to cure. The Provider is not liable for the loss of data that the Client has not exported in a timely manner.

22. Transfer

1. The Client is not entitled to transfer the rights and obligations under the Agreement to a third party without prior Written consent of the Provider.

2. The Provider is entitled to transfer the rights and obligations under the Agreement to a third party, provided the Client is notified thereof in a timely manner. The Client hereby grants its cooperation in advance to such a transfer.

23. Applicable law and disputes

1. All Agreements and these General Terms and Conditions are exclusively governed by the laws of the Netherlands.

2. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

3. Disputes arising from or relating to the Agreement or these General Terms and Conditions shall first be settled by mutual consultation. If the parties are unable to resolve the dispute by mutual consultation within thirty (30) days, the dispute shall be submitted to the competent court in the district of the Provider's place of establishment.

24. Compliance, sanctions and anti-money laundering

1. The Client represents and warrants that it, its directors, ultimate beneficial owners (UBOs) and its affiliated companies:

   • do not appear on any national or international sanctions list, including the sanctions lists of the European Union, the Office of Foreign Assets Control (OFAC), the United Nations and the Dutch government;

   • are not directly or indirectly involved in money laundering, terrorism financing, fraud or other financial crime;

   • comply with all applicable laws and regulations in the field of anti-money laundering (Wet ter voorkoming van witwassen en financieren van terrorisme, Wwft), sanctions compliance, anti-corruption and anti-bribery.

2. The Client shall notify the Provider without delay if a change occurs in the circumstances referred to in paragraph 1, or if an investigation is initiated by a regulator or law enforcement agency that relates to the Client's activities.

3. The Provider is entitled to terminate the Agreement with immediate effect or to suspend the Services if the Client acts in violation of this article or if the Provider has reasonable grounds to believe that this is the case, without any obligation to pay compensation.

4. The Client indemnifies the Provider against all damage, fines and costs arising from a breach by the Client of the obligations referred to in this article.

25. Final provisions

1. If the Provider fails at any time to enforce a provision of these General Terms and Conditions, this shall not constitute a waiver of rights and shall not affect the Provider's right to enforce that provision at a later date.

2. Notices to the Provider shall be addressed to the address or email address specified in the Agreement. Notices to the Client shall be addressed to the address or email address provided by the Client.

3. All annexes, SLAs and Data Processing Agreements form an integral part of the Agreement.

4. The Client grants the Provider the right to use the Client's name, logo and trade name as a reference in commercial communications, on the Provider's website, in presentations and in other marketing materials, unless the Client objects to this In Writing.

5. These General Terms and Conditions have been drawn up in the Dutch language. In the event of any discrepancy between translations, the Dutch text shall prevail.

End of General Terms and Conditions of Butlaroo Services B.V.