General Terms and Conditions (GTC) of Menoovo GmbH for Restaurants, Version 1.0.1 as of May 2025

Menoovo GmbH (hereinafter “Provider”) provides entrepreneurs with web-based Software-as-a- Service services (hereinafter “Services”) for catering businesses. These GTC govern the conditions for the use of these services.

1.  Scope of application, definitions and conclusion of contract

• Validity of the GTC
  • These General Terms and Conditions (GTC) apply to all contracts for the delivery and provision of software services by Menoovo GmbH, Backhausfeld 2b, 31319 Sehnde, Germany, HRB 209814 (hereinafter referred to as “Provider”) to its customers (hereinafter referred to as “Customer”).
  • Customers within the meaning of these GTC are exclusively entrepreneurs pursuant to Section 14 BGB. The Provider does not conclude contracts with consumers in accordance with Section 13 BGB. By concluding the contract, the Customer warrants that it is an entrepreneur and that it uses the services exclusively within the scope of its commercial or independent professional The provider is entitled to demand suitable proof of this from the customer.
  • Conflicting, deviating or supplementary terms and conditions of the customer shall not apply unless the provider expressly agrees to their validity at least in text form. These GTC shall also apply exclusively if the provider provides the service without reservation in the knowledge of conflicting or deviating terms and conditions of the customer.
  • These GTC shall also apply to all future transactions with the customer in the context of ongoing business relationships.

1.2  Subject matter of the contract

• The subject matter of the contracts is the provision of web-based Software-as-a-Service (SaaS) services for catering businesses. The services consist of packages (e.g. “Digital Menu”, “Self-Ordering”) and optional integrations (e.g. plugins, connections to third-party providers, functional extensions). The services include the following components and functionalities in particular:

The packages typically include:

1. The provision of a platform for digital guest consulting, where the customer can record and upload short video clips.
2. The provision of functions that use artificial intelligence (AI) to automatically generate suggestions for subtitles for the customer’s videos and their translations, as well as suggestions for suitable upselling products, master data, descriptive texts and images. The customer is responsible for checking and editing these suggestions and approving (saving) them for display to their guests.
3. The digital display of menus, via which the content approved by the customer, including

videos and AI-supported information, is played out to guests.

1. As part of the “Self-Ordering” package, the possibility for guests to transmit order requests digitally to the customer, whereby the services also serve as a communication tool between guest and restaurateur.
2. Optionally bookable additional modules and integrations
   • The customer requires separate licenses for each location at which Menoovo applications are A location within the meaning of this agreement is any spatially separate operating unit or operating site, irrespective of whether it is managed by the same legal entity. The use of Menoovo at several locations with only one license is not permitted.
   • The exact scope of the services selected by the customer results from the product description on the provider’s website at the time of the order and, if applicable, from an individual contractual offer and the customer’s order based on this.
   • Certain functions (e.g. POS system integration, online payment processing via third-party providers, specific eCommerce functionalities) are not necessarily part of the basic scope of the “Digital Menu” or “Self-Ordering” packages and must – if requested by the customer and offered by the provider – be licensed separately as integrations.
   • The provider expressly points out that the services (in particular the “Menoovo Self- Ordering” package in the basic scope) do not replace or represent a cash register system within the meaning of tax regulations (e.g. KassenSichV) or a complete e-commerce system. The software primarily serves as a communication tool with which restaurateurs can present their offers and information and guests (in the “Self-Ordering” package) can transmit order requests digitally. The implementation of a legally compliant checkout function or an online store with a complete ordering process (including payment processing) may require the use of optional integrations from the provider or the connection of external systems (e.g. a legally compliant checkout system or payment service provider). The selection, commissioning, licensing and ensuring the proper functioning and legal compliance of such external systems or additionally booked integrations are the sole responsibility of the customer. In particular, the customer is responsible for ensuring that its overall system complies with the applicable tax and other legal
   • The acceptance and processing of orders (including payment and invoicing to the end customer) are the sole responsibility of the customer.

1.3  Conclusion of contract

• The presentation of the services on the provider’s website does not constitute a legally

binding offer, but an invitation to place an order (invitatio ad offerendum).

• By completing the online ordering process on the provider’s website or by accepting an individual contractual offer from the provider (e.g. by email), the customer submits a binding offer to conclude a contract for the selected services. In the case of online orders, the customer is informed of all order data before submitting the order and has the opportunity to correct input
• The contract is concluded when the provider accepts the customer’s offer. Acceptance is effected by an express order confirmation (e.g. by e-mail) or by activating access to the services for the customer. An automatically generated order confirmation e-mail immediately after receipt of the order does not constitute acceptance of the contract unless this is expressly stated

• Upon conclusion of the contract, but at the latest upon first use of the services, the customer acknowledges the validity of these GTC in the version valid at the time of conclusion of the

2.  service provision and availability

• Provision as SaaS
  • The Provider shall provide its services as a cloud solution via the Access is password-protected via standard web browsers or a mobile application (app) provided and supported by the provider.
  • For the duration of the contract, the customer receives the non-exclusive, non-transferable and non-sublicensable right to use the contractually agreed services as intended to the agreed
  • A right to install the software on the customer’s local systems is not transferred unless this is necessary for the use of a specific component (e.g. an app) and is expressly provided for. The source code of the software is not part of the service.
  • Access to the services shall be via login data provided by the provider or generated by the customer in the The customer may create and manage user accounts for its personnel to the extent provided for in the contractual agreement.

2.2  Availability

• The provider guarantees an annual average availability of the SaaS services of 98% at the transfer The handover point shall be the router exit of the data center used by the provider at which the SaaS services are transferred to the public Internet. Disruptions after this point (e.g. the customer’s Internet connection) are not the responsibility of the provider.
• All calendar days, 24 hours a day, are deemed to be operating hours, with the exception of

1. Scheduled maintenance windows: Regularly on the first Tuesday of the month between 02:00 and 06:00 CET/CEST as well as additionally announced maintenance windows. Where possible, scheduled maintenance shall be announced to the Customer at least 48 hours in advance via the Provider’s website (e.g. https://s.menoovo.com/status) or by e-mail. The Provider shall endeavor to carry out scheduled maintenance work outside the usual main usage times of the catering
2. periods of unavailability due to circumstances for which the provider is not responsible, in particular force majeure (see Section 9.5), fault of third parties (unless vicarious agents of the provider), technical problems of the Internet outside the provider’s sphere of influence, failures of communication networks or power supply that are not within the provider’s sphere of
3. periods of unavailability due to urgent maintenance work that cannot be postponed, which is

necessary to safeguard operations or to avert danger and which did not allow prior notification.

1. Minor or insignificant impairments of the services that do not significantly restrict their
   • If the guaranteed availability pursuant to Section 2.1 is not met, the following flat-rate fee reductions shall apply to the monthly fee for the affected service for each percentage point or part thereof of the shortfall, provided that the provider is responsible for the shortfall:
     • Actual availability 0 % – 97.9 %: 10 % of the monthly remuneration

• Actual availability 0 % – 94.9 %: 20 % of the monthly remuneration
• Actual availability 0 % – 89.9 %: 40 % of the monthly remuneration
• Actual availability< 0 %: 60 % of the monthly remuneration

• Further claims due to non-availability, in particular claims for damages, are limited or excluded within the scope of the liability provisions of these GTC (see Section 9), unless there is intent or gross negligence on the part of the The assertion of claims for reduction of price requires an immediate notification of non-availability by the customer.

2.3  Changes to services and further development

• The Provider is entitled to adapt, improve or change the SaaS Services and their scope of functions in the course of ongoing further development and to adapt to technical or economic market changes, provided that this does not unreasonably change the core of the agreed service for the Customer and does not jeopardize the achievement of the purpose of the contract.
• In particular, the Provider may provide new or modified functions (e.g. updates, new modules) and discontinue or modify uneconomical, obsolete or security-critical functions, provided that the overall functionality for use in accordance with the contract is essentially
• If a service change leads to a significant, not merely insignificant restriction of the customer’s ability to use the contractual services, which the customer cannot reasonably be expected to accept, the customer shall have a special right of termination at the time the change comes into effect. The provider shall inform the customer of such a significant change and the existence of a special right of termination in text form at least six (6) weeks before the change takes effect. The special right of termination must be exercised by the customer within four (4) weeks of receipt of the notification of change in text form to the If the customer does not exercise his special right of termination, the change shall be deemed approved. The provider shall make separate reference to this legal consequence in the notification.
• The customer’s statutory rights in the event of defects shall remain unaffected by this

provision.

2.4  Integration and services of third parties; interfaces

• The Provider is entitled to use subcontractors or other third parties (e.g. hosting providers, payment service providers, providers of AI models, interface partners) to fulfill its contractual In this case, the Provider shall also remain the sole contractual partner of the Customer.
• Insofar as the services use interfaces to third-party systems (e.g. the customer’s cash register systems, online payment services, delivery platforms) or enable their connection, the provider shall endeavor to ensure that its software works smoothly with these third-party systems. However, the Provider does not owe any specific availability or functionality of third- party systems or their interfaces, unless this has been expressly agreed in writing as a guarantee service of the Provider.
• Failures, disruptions, changes or the discontinuation of services by third-party providers or at their interfaces are outside the direct sphere of influence of the Provider. The Provider’s liability for such circumstances is limited or excluded within the scope of Section 9 of these

GTC. The Provider shall inform the Customer as far as possible of any changes to connected third-party services of which it becomes aware and which are relevant to the Customer.

2.5  Support

• The Provider shall provide the Customer with support during the Provider’s normal business hours (Monday to Friday, 09:00 – 17:00 CET/CEST, except on public holidays at the Provider’s registered office) by e-mail or via a support portal provided by the
• The Provider shall process faults reported within the scope of support according to urgency and within the scope of its operational possibilities.
• A specific response or resolution period (Service Level Agreement, SLA) for support

requests is not guaranteed – apart from the guaranteed availability in accordance with Clause

2.2 – unless this is expressly agreed in writing in a separate Service Level Agreement.

2.6  Technical requirements at the customer

• The customer is responsible for creating and maintaining the minimum technical requirements necessary for the use of the services on his These include, in particular, an up-to-date web browser in the version supported by the provider, a stable and sufficiently dimensioned broadband internet connection and up-to-date end devices (e.g. tablet, smartphone, PC) with up-to-date software.
• The Provider shall provide information about specific system requirements on its website or as part of the ordering process. The Provider shall not be liable for any performance impairments resulting from the Customer not meeting the recommended system

3.  remuneration, price lists, price adjustment and terms of payment

• Remuneration and price lists
  • The remuneration to be paid by the customer for the use of the services (set-up fees, monthly basic fees, variable usage-dependent fees) is based on the provider’s prices valid at the time the respective contract is concluded or an integration or service extension is booked.
  • The current prices and price models (including any allowances for certain functions and costs for additional consumption) can be viewed on the Provider’s website at https://s.menoovo.com/res-pricing (hereinafter “Price List”). If an individual offer is submitted to the customer by the provider and accepted by the customer, the conditions of this individual offer shall take precedence over the information in the general price list.
  • All prices are net prices plus the applicable statutory value added
  • One-off set-up fees are due upon conclusion of the contract. Ongoing monthly fees are due in advance for the coming billing period (month), unless otherwise agreed. Usage- dependent fees (e.g. for excess consumption above included limits) are billed after the end of the respective billing period in which the excess consumption occurred or in accordance with the intervals specified in the price list or in the individual contract.

3.2  Price adjustment of current contracts

• The Provider is entitled to adjust the agreed ongoing fees for the services at its reasonable discretion in order to compensate for increased overall costs (e.g. for personnel, energy, hosting, licenses for third-party software or AI models). A price adjustment may also be considered in the

event of a significant expansion of the scope of services. Price reductions due to lower costs can

also be passed on.

• The Provider shall notify the Customer of such a price adjustment in text form (e.g. by e-

mail) at least six (6) weeks before it comes into effect.

• If the price increase amounts to more than 5% of the total annual remuneration for the affected service applicable up to that point, the customer shall have a special right of termination. The customer may terminate the affected contract with a notice period of four (4) weeks from receipt of the announcement of the price increase at the time the price increase comes into effect. If the customer does not terminate or does not terminate in due time, the price increase shall be deemed approved and the contract shall be continued under the new conditions. The provider shall make separate reference to this special right of termination and the consequences of not terminating the contract in due time in the announcement of the price
• This right to adjust prices does not apply to periods for which a fixed price agreement has

been made.

3.3  Invoicing and payment

• Invoices shall be issued electronically by e-mail to the e-mail address provided by the customer or by making them available in the provider’s customer The customer agrees to electronic invoicing. If the customer wishes to receive a paper invoice by post, the provider is entitled to charge a reasonable processing fee for this.
• Payments are due within fourteen (14) days of the invoice date without deduction, unless another payment term is specified on the invoice. The receipt of payment by the provider is decisive for the timeliness of payment.
• Payment shall be made via the payment methods offered by the provider in the ordering process (e.g. SEPA direct debit, credit card, bank transfer). In the case of payment by SEPA direct debit, the customer shall issue the provider with a SEPA direct debit mandate. The customer is obliged to ensure that the account has sufficient funds. Costs incurred due to non-payment or chargeback of the direct debit shall be borne by the customer, unless the non-payment or chargeback was caused by the The provider shall inform the customer of the collection of the direct debit in good time in advance (pre-notification). The period for pre-notification shall be shortened to one (1) day.
• If the customer is in default of payment, the provider shall be entitled to demand default interest at the statutory rate (Section 288 (2) BGB). The assertion of further damages caused by default remains unaffected. The Provider may charge a reminder fee of EUR 5.00 for each reminder after default has occurred, unless the Customer can prove that no damage has occurred at all or that the damage is significantly lower.
• If the Customer is in default of payment of a not insignificant amount (e.g. more than one monthly fee), the Provider shall be entitled, after prior warning and setting a reasonable deadline, to temporarily block the Customer’s access to the Services until the overdue payments have been settled in full. The customer’s obligation to pay the agreed remuneration shall remain in force during the blocking The assertion of further rights, in particular the right to extraordinary termination in accordance with Clause 4.4, remains unaffected.

3.4  Offsetting and right of retention

• The customer shall only have a right of set-off if his counterclaims have been legally

established, are undisputed or have been recognized by the provider.

• The customer may only exercise a right of retention if his counterclaim is based on the same contractual relationship. This shall not affect the customer’s rights under Section 320 of the German Civil Code (BGB) or rights arising from defects.

4.  contract structure, term and termination

• Individual contracts
  • The Customer may obtain various services from the These include in particular the “Digital Menu” and “Self-Ordering” packages, as well as optional integrations (e.g. to third- party systems, eReceipt, etc.).
  • Each purchased package or integration is concluded as an independent contract between the provider and the customer, which can be terminated separately, unless an inseparable connection (e.g. dependence of an integration on a package) has been expressly
  • The termination of an individual contract shall not affect other, parallel existing individual contracts, unless the continuation of the remaining contract is unreasonable for one of the parties without the terminated part of the contract or the terminated part was a mandatory requirement. In particular, contracts for booked integrations do not end automatically with the termination of a package, unless the integration cannot be used meaningfully without the package and this has been agreed.

4.2  Contract term

• The minimum contract term for the packages (“Digital Menu”, “Self-Ordering”) is twelve (12) months from the provision of the service (activation), unless otherwise specified in the individual contract or in the ordering process.
• If the contract is not terminated with the notice period specified in Clause 3.1, it shall be

automatically extended by a further twelve (12) months in each case.

• Different minimum terms and extension periods may apply to integrations, which are specified in the individual contract or in the ordering process for the respective

4.3  Ordinary termination

• Each individual contract running for an indefinite period or with an automatic renewal clause can be terminated by either party with a notice period of three (3) months to the end of the respective minimum contract term or to the end of a respective renewal period, unless a different notice period is agreed in the individual contract or at the time of booking.
• Notice of termination must be given in text form (e.g. by email, via a termination form in the customer account or by post). The date of receipt of the notice of termination by the other party shall be decisive for compliance with the notice period.
• Ordinary termination before expiry of the agreed minimum contract term is excluded.

4.4  Extraordinary termination

• The right of both parties to terminate the contract for good cause remains unaffected. Good cause shall be deemed to exist if the terminating party cannot reasonably be expected to continue the contractual relationship until the agreed termination or until the expiry of an

ordinary notice period, taking into account all circumstances of the individual case and weighing up the interests of both parties.

• An important reason for the provider exists in particular if:

1. the customer is in arrears with the payment of a not insignificant part of the remuneration (e.g.

more than two months’ fees) despite a reminder and a reasonable grace period;

1. the customer persistently or seriously breaches material contractual obligations (in particular obligations under Sections 5 and 6 of these GTC) and does not remedy this breach within a reasonable period of time despite a warning; a warning is not required if it obviously does not promise success or the breach is so serious that immediate adherence to the contract is unreasonable;
2. the customer becomes insolvent, insolvency proceedings are opened against his assets or the opening of such proceedings is rejected for lack of assets, or if he ceases to make
   • In the event of extraordinary termination by the Provider for which the Customer is responsible, the Provider shall be entitled to demand lump-sum compensation in the amount of 50% of the monthly basic fees still outstanding up to the end of the regular contract term. The customer is entitled to prove that the provider has incurred no or significantly less damage. The provider reserves the right to claim further, specifically proven damages.
   • Any extraordinary termination must be in writing to be

4.5  Consequences of contract termination

• The customer’s right to use the affected services shall end when the contract is terminated (for whatever reason). The provider is entitled to deactivate the customer’s access to the respective
• From this point in time, the customer no longer has direct access to the data and content

(hereinafter “customer data”) stored by him in the affected services.

• The customer is obliged to back up his customer data (e.g. export of product data, order histories, insofar as technically supported by the system and required by the customer) on his own responsibility in good time before the end of the contract.
• At the Customer’s written request, the Provider shall make available to the Customer within thirty (30) days of the end of the contract the Customer data stored by the Provider relating to the Customer’s own content (e.g. menu texts, own images) in a common machine- readable format (e.g. CSV or JSON file, depending on the type of data and technical feasibility). This does not apply to data to which the provider has its own rights (e.g. software itself, layouts, generic templates) or which relate to anonymized usage statistics. The provider may charge a reasonable fee for the creation and provision of the data export in accordance with the then valid price
• If the customer does not request the return of the data within thirty (30) days after the end of the contract or if the provider is no longer legally obliged to retain the data, the provider is entitled to irretrievably delete the customer data stored by the Statutory retention obligations of the Provider or the Customer remain unaffected by this.

5  Obligations of the customer

• General obligations to cooperate

• The customer must provide all cooperation required for the fulfillment of the contract and

use of the services in a timely and complete manner at his own expense.

• In particular, it shall ensure a functional IT infrastructure (hardware, software, operating system, Internet access) in accordance with the requirements in Section 2.6 and the provider’s current
• The customer shall ensure that the devices and networks used by it are protected against unauthorized access, malware and data loss by up-to-date and appropriate security measures (e.g. virus scanner, firewall).
• Furthermore, the Customer shall provide the Provider with the information and data required for the setup and provision of services (e.g. master data, contact persons, access data for the connection of a POS system or payment provider, if necessary) correctly and completely and shall notify the Provider of any changes to this data immediately or update it in the

5.2  Access data and security

• The customer is obliged to keep the access data (logins, passwords, API keys, etc.) provided to him by the provider or generated by himself secret, to store them securely and to protect them from unauthorized access by third Passwords must be changed at regular intervals and must have an appropriate level of complexity.
• Passing on access data to third parties is not permitted unless these third parties are employees or agents of the customer who require the access data to use the services as intended on behalf of the customer and have been obliged to maintain confidentiality. The customer is responsible for compliance with the terms of the contract by these persons.
• The customer shall inform the provider immediately in text form as soon as it becomes aware or has reasonable grounds to suspect that unauthorized third parties have gained knowledge of access data, that access data is being misused or that there is any other security problem in connection with the use of the services.
• In the event of a security incident, the customer shall cooperate to the best of its ability in clarifying the incident and support all necessary and reasonable measures to limit damage and restore

5.3  Use in accordance with the law and the contract

• The Customer may only use the Provider’s services to the extent permitted by law and in

accordance with the provisions of this Agreement.

• The customer shall in particular:

1. not to misuse the software, in particular not to upload, enter, distribute or make accessible any illegal, immoral, offensive, discriminatory, pornographic, violence-glorifying or copyright- infringing content, data or materials;
2. not to misuse any functions of the software (e.g. not to send spam messages, not to carry out denial-of-service attacks or other actions that jeopardize security);
3. respect the rights of third parties, in particular personal rights (e.g. of end customers), data protection rights, copyrights, trademark rights and other industrial property rights;
4. comply with all statutory and regulatory requirements applicable to it in its own area of responsibility. This includes in particular (but is not limited to) information obligations towards

end consumers (e.g. in accordance with Section 312i BGB for distance selling transactions, if applicable), compliance with the Price Indication Ordinance, the Food Information Regulation (LMIV) with regard to allergen, additive and nutritional value labeling, youth protection regulations as well as recording and storage obligations under tax law. The correct implementation of these obligations in the design of its digital menu and its ordering processes is the sole responsibility of the customer.

1. ensure that all content uploaded by it, in particular video clips, is free from third-party rights that prevent it from using the services (e.g. copyrights to music or personal rights of persons depicted).

5.4  Responsibility for content and its review

• The Customer is solely and comprehensively responsible for checking and ensuring that all content, data and information that it enters, uploads, generates, links or otherwise provides or makes accessible (e.g. menu entries, product descriptions, prices, images, logos, videos, customer data, hereinafter “Customer Content”) in the context of using the Services is lawful, correct, complete and up to date.
• The Provider shall not carry out any content or legal checks on the Customer Content provided by the Customer unless it is obliged to do so by law or by the authorities . The Provider is not obliged to monitor the Customer Content for possible legal violations.
• The customer warrants that it has the necessary rights (e.g. copyrights, trademark rights, personal rights or licensing rights to photos, texts, product names, graphics, videos) in respect of all customer content provided by it and that the contractual use of this content by the provider does not infringe any third-party rights and that no statutory provisions are disregarded.
• The customer is obliged to keep its menu information (in particular prices, product availability, allergen, additive and ingredient information in accordance with LMIV and other relevant regulations) and all other mandatory information up to date, correct and complete at all times to ensure that end users receive accurate and legally compliant information.
• Special information obligation regarding AI-generated content: Insofar as the Services offer functions for generating or suggesting content using artificial intelligence (AI) (e.g. automatic translations, image generation, suggestions for product descriptions, allergen labels or other master data, hereinafter “AI Content”), such AI Content serves merely as support and suggestion. The Customer acknowledges and agrees that such AI Content may be inaccurate, incomplete or unsuitable for the Customer’s specific purpose. The Customer is obliged to check all AI Content carefully for accuracy, completeness, legality and suitability for the intended purpose before publishing or otherwise using it and to correct or adapt it if necessary. The Provider assumes no guarantee or liability for the accuracy, correctness, completeness or specific suitability of AI Content (see also Section 8.1.3). The sole responsibility for the final release, publication and use of the AI content (including in edited form) vis-à-vis its guests lies exclusively with the customer.

5.5  Test and training data

• If the Customer carries out test data or simulations in the Services (e.g. to familiarize itself with the functions), it shall clearly indicate that these are test processes in order to avoid any confusion with real business transactions.

• Test or demo content must not be visible to end customers, especially in live operation (e.g. when guests use self-ordering), as otherwise end customers could be irritated or

5.6  Use by employees and vicarious agents

• The customer shall be liable for ensuring that its employees, vicarious agents and other representatives to whom it grants access to the services also comply with the obligations arising from this contract and these GTC.
• The actions and omissions of these persons shall be attributed to the customer as if they were their The customer must properly train and monitor its users, in particular with regard to the handling of orders via the self-ordering system, the maintenance of the digital menu and compliance with data protection regulations.

5.7  Refraining from tampering and improper use

• The customer may not attempt to decompile, decrypt, reverse engineer, modify, disassemble or otherwise interfere with the source code or system architecture of the software or the underlying infrastructure of the services, unless such action is expressly permitted by mandatory statutory provisions (Sections 69d, 69e UrhG).
• It is also prohibited to circumvent, manipulate or deactivate security precautions, license

mechanisms or access barriers of the services.

• The customer shall not use the services in a way that may lead to disruption, damage or overloading of the provider’s systems, servers or networks or those of other customers (e.g. through automated mass access outside the intended API use, distribution of malware).

5.8  Exemption in the event of breaches of duty

• If the Customer culpably violates the obligations incumbent upon him, in particular those arising from this Section 5 (Customer’s obligations) or from Section 7 (Data protection), or if he violates the rights of third parties or statutory provisions through the Customer Content posted by him, and if claims are therefore asserted against the Provider by third parties (including authorities or end customers of the Customer) (e.g. for injunctive relief, damages, information, contractual penalty), the Customer shall indemnify the Provider upon first request against all claims of third parties in this regard as well as the associated reasonable costs of legal defense (court and attorney fees).The customer shall indemnify the provider upon first request against all claims of third parties in this regard and the associated reasonable costs of legal defense (court and lawyer’s fees at the statutory rate).
• The Provider shall inform the Customer immediately of the assertion of such claims and, as far as legally possible and reasonable, give the Customer the opportunity to defend itself against these claims. Without the customer’s consent, the provider shall not conclude any settlements or recognize any claims that could be at the customer’s expense.
• The customer’s obligation to indemnify shall not apply if the customer proves that it is not responsible for the breach of duty on which the claim is based. Further statutory claims of the provider remain unaffected.

6  Rights of use, rights to content and data

• Rights to the software and services of the provider

• The software applications provided by the Provider and all other components, content and materials provided by the Provider (texts, graphics, logos, designs, programs, algorithms, documentation, databases created by the Provider, ) are protected by copyright and/or other industrial property rights and are the exclusive property of and/or licensed to the Provider.
• The Provider grants the Customer a simple (non-exclusive), non-transferable and non- sublicensable right, limited to the agreed scope of use, to use the contractual services as intended via the Internet for the duration of the respective individual contract.
• Beyond this, the customer shall not be granted any further rights to the software, the services or the underlying property In particular, the customer shall not acquire any rights of ownership, exploitation or other rights beyond the mere right of use. All rights not expressly granted shall remain with the Provider or its licensors.
• The customer is not entitled to make the Menoovo services or the resulting content available to third parties for independent use, to sell, resell, rent, lease or exploit them commercially in any other It is also prohibited to use them to provide your own services to third parties, in particular as a reseller or multiplier, without the express written consent of Menoovo GmbH.
• The Customer shall not be entitled to remove, change or obscure from the Software or the Services any markings of the intellectual property rights (e.g. copyright notices, brand logos, serial numbers) of the Provider or its licensors.

6.2  Rights to customer content

• In principle, the customer retains all rights and ownership of the customer’s own content (customer content in accordance with section 5.4.1, e.g. own texts, own images, own logos, self-created and uploaded video clips).
• However, the Customer grants the Provider the non-exclusive, geographically unrestricted, time-limited, free of charge, transferable and sublicensable right to use this Customer Content for the purpose of fulfilling the contract and providing and optimizing the Services for all Customer Content uploaded, entered or otherwise made available by the Customer in the course of using the Services.
• This granting of rights includes in particular the right to store the customer content on the provider’s servers (or those of its subcontractors), to reproduce it, to edit it technically (e.g. format conversions, size adjustments, compressions, generation of subtitle suggestions and their translations using AI for videos uploaded by the customer, translation of the videos), to make them visible and accessible to the customer’s end users as well as to the customer itself and its employees within the framework of the digital menu and the self-ordering system, to transmit them technically and to reproduce them publicly (insofar as this corresponds to the intended use of the services, g. presentation of the menu on the Internet).
• The granting of rights also includes the right of the provider to use the customer content (in particular product information, images, prices, but not personal data of end customers without a legal basis) in anonymized or aggregated form for the purposes of analysis, product improvement, the development of new services and for statistical evaluations (see also Section 3).
• The provider is entitled to present the customer content provided by the customer in the product interface in an appealing manner.

• Rights of use to AI-generated images: If images are generated as part of the Services using AI functions at the instigation of the Customer (hereinafter “AI Images”), the copyright or the exclusive rights of use to these AI Images, insofar as they are capable of being protected, shall remain with the Provider or its licensors. However, the provider grants the customer a simple (non-exclusive), spatially unlimited, non-transferable and non-sublicensable right to use the generated AI images within the scope of the intended use of the Menoovo services (in particular for its digital menu within Menoovo) for the duration of the contract for the service with which the AI images were Any use of the AI images outside of the Menoovo services or after the end of the contract is only permitted with the express written consent of the provider and, if applicable, against separate remuneration. The customer is jointly responsible for compliance with any third-party license conditions that are included in the AI image generation, provided that the provider refers to this.

6.3  Usage data, evaluations, AI training and extended data usage

• The Provider is entitled to record, evaluate and use technical and business data about the use of the Services by the Customer and its end users (hereinafter “Usage Data”). This includes in particular, but is not limited to

1. Customer-specific usage data: Data relating to the use of the services by the respective customer (restaurateur), such as booked integrations, configuration settings, number of items created, frequency of logins, functions used, aggregated sales statistics of the customer’s business (e.g. total sales via Menoovo, best-selling item categories in the customer’s business).
2. Transaction and interaction data: Data that is generated when the customer’s end users use the services, such as order histories (items ordered, quantities, prices, time of order), anonymized or pseudonymized interaction patterns (click paths, time spent on certain pages/items within the customer’s digital menu), selected language settings, types of end devices used (without unique device identifiers).
3. Technical data: General technical connection data and device information (e.g. IP addresses for a limited period of time to ensure system security and for error analysis, browser type, operating system).
   • Internal use by the provider: The provider is authorized to use the usage data (including customer-specific usage data and transaction/interaction data) for the following internal purposes:
4. To provide, maintain, secure and improve the
5. To develop new products, functions and
6. To compile internal statistics and analyses on the use of the services in order to identify

trends and optimize offers.

1. For the training and improvement of artificial intelligence (AI) systems of the provider or its licensors. This may also include the videos uploaded by the customer and the AI content reviewed and approved by the customer (such as subtitles, translations, product information) in anonymized or aggregated form to improve the quality of the AI suggestion If transaction or interaction data that originally had a direct personal reference to the customer’s end users is used for this purpose, this is primarily done on the basis of anonymized or at least pseudonymized data. Personal data of end users is only processed for AI training if there is a

separate legal basis for this (e.g. consent of the data subject, legitimate interest pursuant to Art.

6 para. 1 lit. f GDPR in strict compliance with the rights of the data subject).

• Provision of evaluations and data for customers and third parties:

1. The provider is entitled to create evaluations, reports and statistics on based on the usage data (in particular customer-specific usage data and transaction/interaction data). These can be made available to the respective customer (restaurateur) to optimize his business or to fulfill booked service components.
2. In addition, the provider is entitled to process usage data in aggregated and anonymized form (so that no direct conclusions can be drawn about individual end users of the customer) and to make this data available to third parties for analysis, reporting or research purposes.
   • Guest profiles and personalized services:
3. Should the provider offer functions for individualized guest profiles or personalized services for end users of customers that require further processing of personal data of these end users (e.g. storage of individual preferences, order histories for personalized recommendations), the use of such functions will always be based on a clear legal basis, in particular the informed and voluntary consent of the respective end users in accordance with Art. 6 para. 1 lit. a GDPR.
4. The responsibility for obtaining the necessary consent from end users lies primarily with the customer (restaurateur) as the person responsible for their guests’ data, unless the provider itself acts as the person responsible for a specific service vis-à-vis the end users and obtains consent If necessary, the provider will provide the customer with technical means for obtaining and managing consent.
   • The Customer may not derive any further rights (e.g. to the release of the Provider’s underlying raw data, to a share in the results or to separate remuneration) from the consent to the use of data in accordance with this Section 3, unless expressly agreed otherwise in writing.
   • All possible rights to databases, data collections, analysis results, reports or AI models that the Provider creates using the above-mentioned data shall belong exclusively to the Provider in relation to the Customer, without prejudice to the Customer’s rights to its original raw data and Customer Content in accordance with Section 6.2.

6.4  Disclosure of data to third parties

• The Provider is entitled to analyze the aggregated or anonymized data referred to in Section

6.3 at its own discretion and to make it available to third parties, for example for market research purposes, industry-specific evaluations, benchmarking reports or to improve third-party offers. Raw data that allows direct conclusions to be drawn about the customer or their end customers will not be passed on without a corresponding legal basis.

6.5  Reference citation

• The Customer grants the Provider the right to use the Customer’s name and company logo free of charge for reference and marketing purposes on the Provider’s website, in presentations, press releases, social media appearances and other marketing materials of the Provider.
• References may be cited in a factually neutral context, in particular to present existing

customer relationships and the area of application of the services offered.

• Any further presentation, g. in the form of detailed case studies, testimonials or joint press releases, shall only take place after prior agreement and the express consent of the customer, at least in text form.
• The customer may object to the use of their name and logo as a reference at any time with effect for the The objection must be addressed to the Provider in text form. Upon receipt of such an objection, the Provider shall refrain from mentioning the reference in future marketing materials and shall endeavor to remove or adapt existing mentions within the scope of its possibilities and taking into account the technical and economic effort involved. Materials that have already been printed may be used.

7.  data protection

• General data protection obligations
  • Both parties undertake to comply with the applicable data protection regulations, in particular the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG).
  • The provider processes personal data of the customer (e.g. contact details of contact persons) for the execution and processing of the contract in accordance with 6 para. 1 lit. b GDPR. Further information on data processing by the provider can be found in the provider’s privacy policy, available at https://s.menoovo.com/datenschutz

7.2  Order processing

• Insofar as the Customer enters personal data of its end customers or employees into the Provider’s systems when using the services, uploads it or has it processed in any other way by the Provider as part of the provision of services (e.g. names, contact details or order data of guests when using the self-ordering system), the Customer shall act as the controller within the meaning of Art. 4 No. 7 GDPR. In this relationship, the provider acts as a processor within the meaning of 4 No. 8 GDPR exclusively on behalf of and in accordance with the instructions of the customer.
• In this case, the parties shall conclude a separate data processing agreement (DPA) in accordance with 28 GDPR. The Provider shall provide a standard DPA template for this purpose. If such a DPA is not concluded despite the existence of commissioned processing, the provider shall be entitled to suspend the processing of the personal data concerned or to terminate the part of the contract relating to commissioned processing for cause.
• As the controller, the customer is solely responsible for ensuring the lawfulness of the collection, processing and use of the personal data of its end customers and employees in accordance with the applicable data protection regulations. This includes in particular the existence of the necessary legal bases (e.g. consent for marketing purposes or profiling, where relevant), the fulfillment of information obligations towards the data subjects (Art. 13, 14 GDPR) and the protection of data subjects’ rights.
• The Provider shall only process personal data of the Customer’s end customers in order to fulfill its contractual obligations to the Customer and in accordance with the Customer’s instructions and shall not disclose such data to uninvolved third parties without a legal basis, unless these are sub-processors who are used within the framework of a valid DPA and, if applicable, with the Customer’s consent.

8.  warranty (liability for material defects and defects of title)

• Principles of the warranty
  • The Provider warrants the agreed quality of the services and that the Customer can use the services without infringing the rights of third The agreed quality results primarily from the product description (Clause 1.2), the information on the Provider’s website and, if applicable, from individual contractual agreements.
  • The customer is aware that, given the state of the art, it is not possible to create and operate software that is completely error-free. No guarantee is given for absolute freedom from errors. Insignificant errors or functional impairments that do not or only insignificantly restrict the use of the services do not constitute a defect that entitles to warranty claims.
  • No warranty for Customer Content and AI Content: The Provider assumes no warranty for the accuracy, completeness, legality or timeliness of the content entered or provided by the Customer or its End Users (Customer Content). Likewise, as stated in Section 4.5, the Provider does not assume any warranty for the accuracy, correctness, completeness or specific suitability of AI Content, which merely serves as suggestions and is to be checked by the Customer.
  • The provider does not assume any guarantee in the legal sense (e.g. for a certain quality or the existence of properties), unless such a guarantee is expressly designated in writing as a “guarantee” by the provider and signed by the authorized representative body of the Product descriptions, information in advertising materials or on the website are purely descriptions of performance and not guarantees.

8.2  Claims for defects

• If there is a significant defect in the services for which the Provider is responsible, the Provider shall, at its discretion, remedy this within a reasonable period of time either by rectification (e.g. error correction, bug fix, update) or by replacement delivery (e.g. provision of a workaround that essentially ensures the function) (subsequent performance).
• The customer is obliged to notify the provider in text form of any defects that occur immediately after their discovery in a detailed and comprehensible manner (notification of defects). The notice of defects should contain information on the type of defect, the time of occurrence and the circumstances under which it occurred in order to enable efficient error analysis and rectification. The customer shall support the provider in rectifying the defect to a reasonable
• If the subsequent performance finally fails (e.g. after two unsuccessful attempts to rectify the same defect), if it is unreasonable for the customer or if the provider refuses subsequent performance, the customer may, at his discretion, reduce the remuneration appropriately or – in the case of a significant defect that seriously impairs the use of the services – withdraw from the contract for the affected service or terminate it The customer may only demand compensation for damages or reimbursement of futile expenses within the scope of the liability provisions of these GTC (see Section 9).
• The customer’s right to terminate the contract due to failure to grant contractual use in accordance with Section 536a (1) BGB is excluded unless the defect is due to intent or gross negligence on the part of the provider or a material contractual obligation has been
• The customer’s warranty claims shall expire twelve (12) months from the date on which the customer became aware of the defect or should have become aware of the defect without gross

negligence, but no later than twelve (12) months after the first provision of the defective service or the defective function. This does not apply to claims for damages arising from injury to life, limb or health, in the event of intent or gross negligence on the part of the provider or in the event of fraudulent concealment of a defect or the assumption of a guarantee for the quality; the statutory limitation period applies to these.

8.3  Exclusion of warranty

• Warranty claims are excluded if the defect is due to improper operation by the customer, to the use of unsuitable hardware or software by the customer, to harmful environmental influences at the customer’s premises, to interventions or attempted manipulation of the software by the customer or third parties or to circumstances for which the provider is not responsible (e.g. malfunctions of the customer’s Internet connection, failures of third-party systems that are not within the provider’s sphere of influence).
• If the customer uses the services contrary to the contractual provisions or legal

requirements, his claims for defects may be limited or may lapse.

9.  liability

• Principles of liability
  • The Provider shall only be liable – irrespective of the legal grounds (contractual, tortious or otherwise) – in accordance with the following
  • The provider shall be liable without limitation:

1. in the event of intent or gross negligence on the part of its legal representatives, executives or vicarious agents;
2. for damages arising from culpable injury to life, limb or health;
3. in the event of fraudulent concealment of a defect;
4. within the scope of a guarantee expressly assumed by the provider for the quality or durability of an item or service;
5. for claims under the Product Liability

9.2  Liability for slight negligence

• In the event of a slightly negligent breach of material contractual obligations (so-called cardinal obligations) by the Provider, its legal representatives, executive employees or simple vicarious agents, the Provider’s liability shall be limited to the amount of damage typical for the contract and foreseeable at the time of conclusion of the contract.
• Essential contractual obligations (cardinal obligations) are those obligations whose fulfillment is essential for the proper execution of the contract, whose breach jeopardizes the achievement of the purpose of the contract and on whose compliance the customer may regularly rely (e.g. the obligation to provide the core functionalities of the services in accordance with the service description).
• In this case, liability for damages caused by slight negligence shall be limited per claim to an amount equal to 100% of the net annual remuneration payable by the customer for the affected service in the contract year in which the damage occurred, up to a maximum of EUR 1,000. For all cases of damage within a contract year, liability is limited to a total of EUR 2,000.

• The provider’s strict liability for defects already existing at the time of conclusion of the contract pursuant to Section 536a (1) case 1 BGB is excluded to the extent permitted by

9.3  Further exclusions and limitations of liability

• Otherwise, the provider shall not be liable for damages caused by slight
• In particular, the Provider shall not be liable for indirect damages, consequential damages, loss of profit, loss of savings, reputational damage or damages arising from third-party claims against the Customer, unless there is a case of unlimited liability pursuant to Section 1.2.
• Liability for the loss of data shall be limited to the typical recovery costs that would have been incurred if the customer had made regular backup copies in accordance with the risks involved. The customer is obliged to carry out regular data backups of its relevant data (see also Clause 4.5.3 and Clause 5.1.3). This limitation of liability shall not apply if the loss of data was caused by the Provider intentionally or through gross negligence.

9.4  Liability for third parties and force majeure

• The Provider shall not be liable for disruptions in performance, delays or damages caused by force majeure or by the conduct of third parties who are not vicarious agents of the Provider and whose conduct cannot be attributed to the Provider.
• Force majeure refers to unforeseeable, unavoidable events beyond the control of the affected party, such as natural disasters, war, acts of terrorism, embargoes, labor disputes (strikes, lockouts) in the provider’s own or third-party operations, insofar as they are not the fault of the provider, official orders, transport restrictions through no fault of the provider, pandemics or epidemics with far-reaching business closures or restrictions, as well as large-scale failures of telecommunications networks, energy supply or critical Internet infrastructure.
• The Provider is also not liable for the availability and functionality of third-party services (e.g. server failures at hosting providers, malfunctions of payment service providers or cash register systems) which are accessed by the Provider’s services or with which they are integrated, unless they are vicarious agents of the Provider and the Provider is not responsible for the malfunction.
• Periods of unavailability or impairment of performance as a result of such events shall not give rise to any claims by the customer against the provider, unless the provider is responsible for the event or its effects through intentional or grossly negligent action . The provider shall inform the customer of such events and the expected duration of an interruption as far as possible and reasonable.

9.5  Responsibility of the customer towards end customers

• The Provider expressly points out that the Customer is solely responsible in relation to its own end customers (guest users of the digital menu or the self-ordering system).
• The Provider merely provides the technical platform and services. Contracts for gastronomic services (food, drinks, deliveries, etc.) that are initiated, ordered or initiated using the services are concluded exclusively between the customer and the respective end customer. The Provider does not become a contracting party to these legal transactions and in particular does not owe the delivery of the ordered goods, the provision of services or the processing of payments to the end customer.

• Any claims by the end customer (e.g. due to defective food, incorrect delivery, delayed service, refunds, revocation in the case of distance selling transactions, compliance with price information, allergen information, ) are to be processed and fulfilled exclusively by the customer.
• The Customer shall indemnify the Provider against any claims made by its end customers or other third parties against the Provider in connection with the provision of the Customer’s gastronomic services or the use of the Customer’s content via the Provider’s services, unless the Provider has caused these claims through its own breach of duty (e.g. a defect in the software for which it is responsible) (see also the indemnification clause in Section 5.8).

9.6  Scope of application of the liability regulations

• The above limitations and exclusions of liability apply to all contractual and non- contractual (tortious) claims for damages and reimbursement of expenses, irrespective of their legal
• They also apply in favor of the legal representatives, executives, employees and other vicarious agents of the provider if claims are asserted directly against them.
• A change in the burden of proof to the detriment of the customer is not associated with the

above provisions.

10.  changes to the terms and conditions and services

• Amendment of these GTC
  • The Provider reserves the right to amend or supplement these GTC with effect for the future, in particular in the event of changes to the relevant legal situation, supreme court rulings, market conditions or further technical developments of the services, provided that the changes are reasonable for the Customer, taking into account the interests of both parties.
  • The Provider shall inform the Customer in text form (e.g. by e-mail to the address provided by the Customer or by a message in the Customer account) of any planned changes to these GTC at least six (6) weeks before they are scheduled to come into force. The amendment notification will contain the amended clauses and the date on which they are planned to come into
  • The customer has the right to object to the planned changes in text form within four (4) weeks of receipt of the notification of Timely receipt of the objection by the Provider shall be decisive for compliance with the deadline.
  • If the customer objects in due time, the original GTC for the existing contractual relationship shall continue to apply In this case, however, the provider has the right to terminate the contractual relationship with the customer at the next possible date in accordance with Clause 4.3.
  • If the customer does not object within the objection period or does not object in due form, or if he continues to actively use the provider’s services even after the amended GTC have come into force, the amended GTC shall be deemed to have been accepted by the customer from the date stated in the notification.
  • The Provider shall specifically inform the Customer in the change notification of its right to object, the deadline for doing so and the legal consequences of failing to object or objecting late (fictitious approval).

10.2  Changes to services

• Clause 2.3 shall apply to changes to services. The provisions on changes to the GTC in Clause 10.1 shall not apply directly to pure changes to services (adaptation of functionalities, etc.) unless the change to the service requires an amendment to the GTC or the change to the service is so significant that it is equivalent to an amendment to the contract.

11.  final provisions

• Applicable law
  • The law of the Federal Republic of Germany shall apply exclusively to all contracts between the Provider and the Customer and to these
  • The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws rules of private international law is excluded.
  • Mandatory consumer protection provisions of the law of the country in which a consumer has his habitual residence do not apply, as the offer of the provider is aimed exclusively at

11.2  Place of jurisdiction

• If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, or if he has no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising from or in connection with the contract and these GTC shall be the registered office of the provider.
• However, the Provider is also entitled to assert claims against the Customer at the Customer’s general place of jurisdiction or at any other legally competent court.
• Statutory exclusive places of jurisdiction remain unaffected by this

11.3  Text form

• Amendments or supplements to these GTC or the individual contracts must be made in text form (e.g. email, fax, transmission via the customer portal) in order to be effective, unless a stricter form (e.g. written form) is prescribed in these GTC or by law. This also applies to any amendment or revocation of this text form requirement.
• Verbal collateral agreements do not Individual contractual agreements made between the parties (including ancillary agreements, supplements and amendments to individual contracts) shall always take precedence over these GTC in the event of a contradiction, provided that they have been documented at least in text form.

11.4  Assignment and transfer

• The customer may only assign or transfer rights and obligations arising from this contract or the individual contracts to third parties with the prior express consent of the provider, at least in text form. § Section 354a HGB remains unaffected.
• For its part, the Provider is entitled to transfer the contract with the Customer by way of (individual or universal) legal succession (e.g. in the event of the sale of the company or parts of the company) or by taking over the contract to a company affiliated with it within the meaning of Section 15 AktG or to another suitable third In the event of such a transfer to a non- affiliated third party, the provider shall inform the customer of this in good time. In this case, the

customer shall be entitled to extraordinary termination of the contractual relationship if the continuation of the contract with the new contractual partner is unreasonable. This right of termination must be exercised within four weeks of receipt of the notification of the contract transfer.

11.5  Severability clause

• Should any provision of these GTC or an individual contract be or become invalid or unenforceable in whole or in part, or should a loophole be found, this shall not affect the validity of the remaining provisions.
• In place of the invalid, unenforceable or missing provision, the parties shall agree on a valid and enforceable provision that comes closest to the economic purpose of the original provision or the presumed intention of the parties. If this is not possible, the invalid or unenforceable provision shall be replaced by the relevant statutory provision, provided that this leads to an appropriate result.
• The same shall apply in the event that the GTC or an individual contract prove to be incomplete. The parties undertake to close such a gap by means of a provision that corresponds to what they would have agreed according to the meaning and purpose of the contract if they had considered the point.