Terms of service.

1. Parties

The service provider is Foodo LT, UAB (legal entity code 306262368), registered at Rinktinės g. 5-101, LT-09234 Vilnius, Lithuania, represented by its director Marijus Plančiūnas. The customer is the legal entity identified in the signed Service Agreement.

2. Scope of services (Sutartis §1)

2.1 What you get

We grant you a non-exclusive, non-transferable, time-limited right to use the Fooodo electronic-menu software (the "Services") for the duration of the agreement. The Services include software administration, technical support, and functional updates within the configured scope.

2.2 What is not included in the base price

Custom development, menu data entry, and staff training are not included in the base price and are billed at the standard hourly rate of €80 per hour (excluding VAT) for additional programming, configuration, or consulting. The hourly rate may be changed unilaterally with 30 days' written notice.

2.3 Hardware

This Agreement covers software only. Tablets, mounts, printers, and other hardware can be brokered through partner suppliers, but the purchase, lease, warranty, and maintenance of hardware are governed by your separate agreement with that partner. We do not assume liability for hardware faults and do not perform warranty repairs.

2.4 Payment processing is third-party

Payments are collected through third-party payment service providers (currently Mollie, with others on roadmap). You are responsible for entering into agreements with your chosen payment partner and for complying with their terms. We are not liable for payment-partner outages, settlement delays, fee changes, chargebacks, or any incident in payment processing. You handle chargeback disputes and bear chargeback losses directly.

2.5 Intellectual property

All intellectual-property rights in the Fooodo software, source code, structure, design, databases, graphical work, and documentation belong exclusively to us and our group companies. The Agreement grants you only a non-exclusive, non-transferable, time-limited right to use the Services. You may not copy, modify, transfer, sublicense, or distribute the Services, nor use them to build similar or competing products.

2.6 Customer content

You represent that you hold the rights to all content you upload (logos, trademarks, menu descriptions, photos, etc.). You grant us a non-exclusive, royalty-free right to use that content solely as necessary to operate the Services for the duration of the Agreement.

2.7 Brand use

We may use your name and logo on our website and marketing materials as a customer reference for the duration of the Agreement, unless you object in writing (email is sufficient).

2.8 Anonymised analytics

We may collect and use anonymised, aggregated data about platform usage for product improvement and analytics.

2.9 Functional changes

We may change platform functionality. Significant changes are notified at least 30 calendar days in advance. If a change materially worsens features you ordered, you may terminate the Agreement without further fees.

2.10 POS integration is version-specific

The Services integrate with the POS system (and its specific version) in use at the time the Agreement is signed. If you change POS systems or substantially upgrade the existing one, we do not guarantee continued operation. Any new integration is by separate agreement at then-current rates.

2.11 Internet connection requirements

Services run as SaaS over the public internet. You must provide a continuous, stable connection meeting our minimum technical requirements at each location. We are not liable for performance issues caused by inadequate connectivity at your premises.

2.12 Guest Wi-Fi

If you provide guest Wi-Fi at a location, you must ensure it is technically isolated from kitchen and POS systems and has sufficient bandwidth. We are not liable for performance issues caused by guest-network congestion, weak signal, or misconfiguration.

2.13 Reasonable technical limits

We may impose reasonable technical limits (storage size, image upload size, request rate) to protect platform stability, security, and performance.

3. Service-level commitments (Sutartis §4)

3.1 Uptime

We commit to a monthly availability target of at least 99%, excluding scheduled maintenance and outages outside our control.

3.2 Maintenance

Scheduled maintenance is announced at least one business day in advance, except in urgent cases where security or stability requires immediate action.

3.3 Incident response (business hours)

You report incidents through our customer-support channel. Severity classes and target response times:

• Critical (service or essential function fully unavailable) — within 4 hours
• Significant (some functionality impaired) — within 48 hours
• Minor (cosmetic or non-impacting) — within 5 business days

3.4 Out of scope for SLA

We are not responsible for incidents arising from: (a) your acts or those of third parties under your control; (b) your equipment, local network, internet connection, or guest Wi-Fi; (c) third-party systems we integrate with (POS, Wolt, Bolt, Mollie); or (d) force majeure.

3.5 Customer-caused incidents

If integration issues arise from your changes to third-party systems (POS upgrade, configuration change), or if data needs recovery due to administrator error in your account, we may charge our standard hourly rate for resolution.

4. Pricing and payment (Sutartis §5)

4.1 Subscription and per-order fees

Standard pricing (excluding VAT) is:

• €40 per location per month, billed against an invoice for each physical location running the platform
• €0.10 per order placed through the Fooodo electronic menu, plus the payment-collection fee charged by your payment partner

"Order" means an order placed, paid, and successfully transmitted to the POS or the customer. Cancelled, test, and error-only orders are not billable. Payment-partner fees may be deducted at source per your separate agreement with that partner.

4.2 Setup fee waived after 3 months

The setup fee is waived if Services are continuously provided at a given physical location for more than 3 months. If you terminate or discontinue Services at a location before 3 months, a one-time compensatory setup fee of €200 per disconnected location is due.

4.3 VAT

All prices exclude VAT. VAT and other applicable taxes are calculated and paid under prevailing law.

4.4 Payment terms

Invoices are payable within 14 calendar days of issue, unless otherwise agreed in writing.

4.5 Price changes

We may change pricing on 30 days' written notice. If you do not accept the change, you may terminate before it takes effect.

5. Liability (Sutartis §6)

5.1 Late payment

If you do not pay on time, late-payment interest of 0.02% per day accrues on the unpaid amount. After 14 calendar days of overdue payment, with at least 3 business days' written notice (email is sufficient), we may suspend the Services until balance is settled.

5.2 Provider performance

If we materially fail to perform, the same rate of 0.02% per day applies, calculated on the monthly fee.

5.3 Liability cap

Our liability under this Agreement is limited to direct losses and is capped at the total amount you actually paid in the preceding 6 months.

5.4 Third-party systems

We are not liable for any direct or indirect losses (including lost revenue) caused by third-party system failures (POS, Wolt, Bolt, payment partners such as Mollie, etc.), data-sync delays, or incorrect data processing in those systems.

5.5 Customer-side errors

We are not liable for losses arising from your or your staff's errors in administering the platform (incorrect pricing, accidental data deletion, misconfiguration).

5.6 Indemnification (content)

You will indemnify us for documented direct losses (including reasonable legal fees) arising from third-party claims that the content you uploaded (photos, text, trademarks, etc.) is used unlawfully.

5.7 Indirect losses

Neither party is liable for indirect losses (lost profit, reputational damage, data loss), except in cases of intent, gross negligence, breach of confidentiality, or breach of personal-data protection requirements.

6. Personal data protection (Sutartis §7)

Where we process personal data of your customers or staff to provide the Services, we act as the data processor and you act as the data controller. The full processor obligations are documented in the Data Processing Agreement, which forms an integral part of this Agreement.

7. Confidentiality (Sutartis §8)

Information about this Agreement, our pricing, business model, functional internals, technical documentation, and other non-public information shared during the Agreement is Confidential. You must not use it except to use the Services and must not disclose it to third parties (including our competitors) without prior written consent. Confidentiality survives the Agreement for 3 years. Each breach incurs a contractual penalty of €5,000 as minimum non-provable damages, plus reasonable direct losses above that sum.

Information that is already public (other than by breach), was lawfully known before disclosure, was lawfully obtained from a third party without confidentiality, or must be disclosed by law is not Confidential.

Both parties also agree not to solicit each other's employees for 12 months after the Agreement ends, without prior written consent.

8. Force majeure (Sutartis §9)

Neither party is liable for non-performance caused by force majeure, as defined under Lithuanian Civil Code and Government Resolution No. 840 (1996-07-15). The party claiming force majeure must establish it as required by law.

9. Term and termination (Sutartis §10)

The Agreement is effective from signature and continues until terminated. You may terminate unilaterally on 1 month's written notice, in which case you owe the proportional fee for Services rendered plus pre-agreed, documented direct costs we incurred to perform. We may terminate unilaterally on 30 calendar days' written notice, or immediately for material breach.

On request after termination, we provide a standard export of your account data (menu data and order history) in CSV, XLSX, or comparable machine-readable format within 14 calendar days. After 30 days from termination, we may irreversibly delete your data.

10. Governing law and disputes (Sutartis §11)

The Agreement is governed by the laws of the Republic of Lithuania. Disputes are first attempted to be resolved by negotiation; if not resolved within 30 days, they are submitted to the Lithuanian courts at our registered address (Vilnius).

11. Other terms (Sutartis §12)

Notices are validly served by registered mail or by email to the addresses in the signed Agreement. Email notices are deemed received the next business day after sending, unless an automatic non-delivery message is received. Neither party may transfer rights or obligations to third parties without the other's written consent. The signed Agreement is in Lithuanian, executed in two originals of equal legal force. If any clause is invalid, the remainder stands. The signed Agreement (with annexes) is the complete agreement of the parties.

Questions? For commercial questions, write to hello@fooodo.com. For data protection, write to dpo@fooodo.com.