Incorporated by reference. Document incorporated by reference into DELITBEE’s Master SaaS Services Agreement.
a) It is a technology company engaged in the development, maintenance, operation and provision of SaaS (Software as a Service) solutions aimed at the hospitality and restaurant sector.
b) It is the owner or lawful licensee of the technology platform known as DELITBEE, including its various modules, functionalities and infrastructures, among others:
c) It has the necessary technical and legal capacity to provide the services described in this agreement in accordance with applicable regulations.
a) It is the owner, manager or person in charge of a restaurant business, franchise, restaurant group, dark kitchen or any other lawful activity related to hospitality.
b) It wishes to engage DELITBEE’s technology services under the SaaS model, in accordance with the services selected and marked on Pages 1–2.
c) It acknowledges having been informed of:
d) It has sufficient legal and financial capacity to enter into this Agreement.
These General Terms and Conditions are of the following nature:
The exhibits form an inseparable part of the Agreement and define the scope of each particular service.
2.1 The CLIENT acknowledges that the software, algorithms, report templates, display formats, graphic representation models, and any methodologies, know-how, techniques or technology used in connection with the Services are the exclusive property of DELITBEE or its licensors. This Agreement does not transfer to the CLIENT any intellectual or industrial property right of DELITBEE, without prejudice to the limited license of use granted under the Agreement itself.
3.1 DELITBEE grants the CLIENT a temporary, limited, non-exclusive, non-transferable license, revocable at any time, to access and use the DELITBEE SaaS platform and its active modules, in accordance with the services selected in the Specific Terms.
The SaaS platform enables, among others:
a) The Restaurant’s own online sales channel, with a customized store.
b) Order management: delivery, take-away, in-table ordering and kiosk.
c) Integration with external delivery platforms, where applicable.
d) Online payment system integrated into the Platform.
e) Administrative management panel (menus, products, prices, hours, etc.).
f) Promotions, coupon and loyalty modules.
g) The “Delitbee Gestor” mobile application for receiving and printing orders.
h) Technical logs and records for auditing and incident resolution.
i) Basic support, in accordance with the SLA.
The CLIENT may additionally engage:
Each contracted service shall automatically activate the corresponding exhibit.
For the purposes of this Agreement:
The technology system developed by DELITBEE, which includes:
A model under which the CLIENT accesses the software via the Internet, with no local installation and no transfer of ownership.
The restaurant’s exclusive online store, hosted on Delitbee domains.
A person who places an order through the restaurant’s Own Channel.
DELITBEE is not a party to that commercial relationship.
Connections with third-party platforms or services, such as:
CLIENT data necessary to operate the SaaS.
Information generated during the end consumer’s purchase, processed by DELITBEE as Data Processor.
Service Level Agreement (set out further below in this Agreement).
Any agreement, document, specific or particular terms, offer, quote, forms, texts or similar, reference on the Platform, or others, in which particular terms of the engagement of DELITBEE are specified or agreed and which set out (by way of example) the services contracted, the price, method of payment, terms, particular aspects of the license acquired, or other specific conditions agreed between DELITBEE and the CLIENT. The specific conditions agreed between DELITBEE and the CLIENT shall prevail over the General Terms and Conditions, unless such conditions state otherwise.
DELITBEE shall make available to the CLIENT:
Further details are set out below and in the exhibits.
DELITBEE may modify:
Provided that the essential contracted service is maintained.
Permanent compatibility with third-party hardware or software is not guaranteed.
The SaaS does not include:
The CLIENT understands and accepts that DELITBEE acts in all cases as an intermediary service provider between the CLIENT and other actors, including delivery companies or couriers engaged by the CLIENT and the end customer.
Therefore, although as an intermediary platform DELITBEE may allow or manage an incident in relation to an order placed through the Platform, DELITBEE shall not be liable to any of the parties mentioned, except in cases of willful misconduct or gross negligence attributable to DELITBEE, with all liability relating to the sale made through the Platform and the products supplied resting with the CLIENT.
The CLIENT must read and accept the terms and conditions of the external providers engaged through DELITBEE.
DELITBEE shall make the usual efforts customary in the SaaS sector to maintain the availability of the service in accordance with the SLA.
100% availability is not guaranteed, due to:
The CLIENT undertakes to strictly comply with the following obligations:
The CLIENT must:
a) Keep products, prices, menus, allergens, images and descriptions up to date.
b) Properly configure hours, delivery zones and availability.
c) Enter information that is truthful, complete and compliant with food-safety regulations.
d) Periodically review its data to avoid operational errors.
DELITBEE is not responsible for the accuracy of the content configured by the CLIENT.
The CLIENT represents that it is aware of and complies with all rules governing its activity, including, by way of example, the following:
DELITBEE assumes no legal obligation of the CLIENT vis-à-vis third parties.
The CLIENT is solely responsible to the End Customer in all cases, including, by way of example:
DELITBEE does not replace the restaurant in any contractual relationship with the end customer.
The CLIENT must:
a) Have suitable devices (computer, mobile phone, tablet, etc.).
b) Maintain a stable internet connection.
c) Update its devices and browsers to compatible versions.
d) Keep its credentials secret.
e) Allow DELITBEE to carry out updates to the service.
The CLIENT may not:
a) Introduce malicious code, viruses, automated scripts or bots.
b) Manipulate APIs, endpoints or unauthorized integrations.
c) Reproduce, copy, distribute or modify the software.
d) Carry out reverse engineering or decompilation of the system.
e) Use the SaaS for fraudulent or unlawful activities.
f) Create fake orders or simulate transactions.
DELITBEE may suspend or cancel the service if it detects improper use.
The CLIENT undertakes to cooperate actively, diligently and truthfully in the handling of incidents, which includes, without limitation:
DELITBEE’s involvement in the handling of incidents is limited to a technical intermediation role, does not imply the assumption of liability or an obligation of result, and does not in any way alter DELITBEE’s exclusion of liability regarding delivery services rendered by third parties or by the CLIENT itself, in accordance with clause 15 and clause 22 of this Agreement.
DELITBEE undertakes to:
a) Keep the platform operational and accessible under the SaaS model.
b) Implement improvements, updates and technical maintenance.
c) Implement and maintain appropriate technical and organizational measures, in accordance with standard practices in the SaaS sector, aimed at the security, availability and performance of the Platform, without this implying any guarantee of uninterrupted operation or absolute invulnerability.
d) Provide technical support in accordance with the SLA.
e) Provide any necessary documentation or guides.
DELITBEE shall implement reasonable technical and organizational measures, including:
The CLIENT is responsible for the security of its own devices.
DELITBEE shall keep confidential:
This obligation shall survive even after termination of the Agreement.
DELITBEE does not take part in:
DELITBEE only provides the technological environment as an intermediary platform unrelated to the services or products offered by the CLIENT.
DELITBEE may make available to the CLIENT technological integrations with third-party services and platforms, necessary or complementary for the provision of certain functionalities of the service, including, among others:
Integrations with third-party services may be subject to specific terms, separate engagement, technical limitations or the availability of the external provider itself, as set out in the applicable Exhibits.
DELITBEE does not guarantee, in relation to such third-party services:
DELITBEE may carry out maintenance that is:
During such periods the service may be affected without this giving rise to any liability.
A complete SLA is set out further below in the Agreement, but the general principles are summarized here.
DELITBEE shall make reasonable efforts to maintain the availability of the Platform in accordance with standard practices in the SaaS sector, without this implying any guarantee of minimum availability or uninterrupted operation.
100% availability is not guaranteed, due to:
Response times may vary due to holidays or high demand.
Expressly excluded from the scope of application of the SLA are any incidents, interruptions or degradations of the service arising from:
The SLA excludes failures caused by:
The CLIENT acknowledges that:
a) It is solely responsible for the content published on its store (text, images, descriptions, prices, promotions, allergens, etc.).
b) DELITBEE does not supervise or validate such content.
c) The restaurant is responsible to third parties for any:
DELITBEE may remove unlawful content or content that infringes third-party rights.
The CLIENT expressly acknowledges and accepts that:
The use of DELITBEE’s payment platform constitutes an essential condition of this Agreement.
The foregoing is without prejudice to payments made outside the Own Channel by cash or the CLIENT’s own physical point-of-sale terminal, in respect of which DELITBEE does not intervene and assumes no liability whatsoever.
a) The CLIENT must complete the process of registering its payment account within the DELITBEE platform, through the payment services provider used by DELITBEE at any given time.
b) The CLIENT must provide and keep up to date all information required to comply with identification, verification and regulatory compliance processes (KYC/KYB, anti-money laundering, PSD2 or other applicable regulations).
c) The payment services provider may request additional information at any time; failure to provide it, inaccuracy or rejection of such information may result in the suspension, limitation or blocking of payments, without this giving rise to any liability on the part of DELITBEE.
DELITBEE does not provide payment gateway services and, therefore, shall not in any case be liable in relation to such services. By way of example, it shall not be liable for delays, suspensions, holds or refusals of payments arising from decisions of the payment services provider or from the CLIENT’s failure to comply with the required requirements.
The CLIENT authorizes DELITBEE to:
When an end customer places an order through the DELITBEE Platform:
The CLIENT expressly acknowledges and accepts that DELITBEE does not hold funds at any time, nor does it act as a financial institution, its role being limited to providing a technology infrastructure for payment intermediation.
The CLIENT may not, directly or indirectly:
DELITBEE may suspend the service, in whole or in part, immediately, upon any attempt to alter or make unauthorized use of the payment system, with no right to compensation for the CLIENT.
The CLIENT expressly acknowledges and accepts that all economic risk arising from electronic payments made through the Own Channel rests exclusively with the CLIENT.
This includes, without limitation:
DELITBEE assumes no financial risk arising from such transactions.
The CLIENT must bear in full:
a) the amount of the order subject to dispute,
b) the costs applied by Stripe or banking entities,
c) the penalties or fees arising from the chargeback,
d) any associated administrative cost.
DELITBEE may automatically offset such amounts against future settlements owed to the CLIENT through Stripe Connect.
DELITBEE may, on a voluntary basis and without assuming any obligation, assist the CLIENT in the handling of disputes by means of:
Such intervention:
The final decision on the dispute rests exclusively with Stripe or the competent banking entity.
Should the CLIENT:
DELITBEE shall not be liable for an unfavorable resolution of the dispute.
DELITBEE may suggest that the CLIENT activate security measures, including:
The final configuration decision rests with the CLIENT, who assumes the associated risk.
The CLIENT accepts that DELITBEE may order the temporary holding of funds in Stripe Connect where any of the following circumstances arise:
a) existence of open chargebacks or disputes,
b) outstanding debts owed by the CLIENT to DELITBEE,
c) reasonable suspicion of fraud,
d) risk alerts issued by Stripe,
e) incomplete KYC/KYB verification processes,
f) breach of contract.
The hold shall be maintained for the time necessary to:
DELITBEE shall act in accordance with reasonable security and compliance criteria.
The CLIENT acknowledges that:
Where the risk is high, DELITBEE may:
until the situation has been regularized, with no right to compensation arising therefrom.
The CLIENT shall pay DELITBEE the amounts corresponding to:
a) The SaaS plan fee contracted in the Specific Terms.
b) The transaction costs applicable to orders processed through the Platform.
c) The additional services contracted, in accordance with the applicable exhibits.
d) Any other services rendered and expressly accepted by the CLIENT.
The prices and economic terms in force shall be published at
or shall be reflected in specific terms accepted by the CLIENT.
Amounts accrued shall be due from the moment they are invoiced.
DELITBEE may issue electronic invoices, which the CLIENT expressly accepts as valid.
The CLIENT waives any right to raise set-offs, withholdings or discounts not expressly authorized by DELITBEE.
In the event of total or partial non-payment within the established terms:
a) DELITBEE may suspend the service, in whole or in part, including access to the panel, integrations and active functionalities.
b) Suspension of the service does not exempt the CLIENT from its obligation to pay the outstanding amounts.
c) DELITBEE may apply late-payment surcharges and interest permitted under applicable law.
d) DELITBEE may demand payment by way of set-off against amounts pending settlement through Stripe Connect.
e) Non-payment shall entitle DELITBEE to terminate the Agreement, with no right to compensation for the CLIENT.
f) DELITBEE may pass on to the CLIENT the reasonable costs of collection or debt-recovery management, where applicable under law.
Invoicing for DELITBEE’s services shall be carried out in accordance with the following criteria:
a) The SaaS plan fee shall be invoiced on a monthly basis, in advance, and shall be due on the first day of each billing period, regardless of the actual use of the service.
b) The transaction costs, as well as certain services linked to order volume or to intensive use of external integrations, may be invoiced on a weekly or monthly basis, at DELITBEE’s discretion, depending on the operating model applicable to the CLIENT.
c) DELITBEE reserves the right to modify the invoicing frequency where the volume of transactions, the use of external integrations or financial risk so advise.
The CLIENT expressly accepts that:
a) The default method of payment for DELITBEE’s SaaS services is payment by bank card via Stripe.
b) Bank direct debit (SEPA) shall only be available upon the CLIENT’s express request and shall be subject to DELITBEE’s prior approval, which DELITBEE may revoke at any time.
c) Bank transfer shall only be accepted for one-off, non-recurring services, and never as the usual method of payment for the SaaS service.
DELITBEE may modify, limit or revoke the available payment methods where there are non-payment incidents, financial risk, fraud or breach of contract.
One-off services, including — without limitation — customizations, specific developments, onboarding and training, hardware or special configurations:
a) Shall be invoiced separately from the SaaS plan.
b) Shall not be refundable once started or delivered.
c) May require advance payment as a condition for their execution.
Cancellation or termination of the SaaS Agreement shall not give rise to any right to a refund for one-off services already rendered or in progress.
If the restaurant enables:
DELITBEE does not intervene in the transaction.
The CLIENT shall be solely responsible for:
DELITBEE cannot:
when the order is paid for outside the Delitbee gateway.
The CLIENT acknowledges and accepts that DELITBEE does not provide delivery services and does not act as a logistics operator.
DELITBEE’s role is limited to providing technology intermediation, consisting of:
Under no circumstances does DELITBEE organize, execute, control or supervise the delivery service.
DELITBEE may maintain framework agreements, technical integrations or collaborative relationships with external delivery companies for the sole purpose of facilitating the CLIENT’s technological access to such services.
Notwithstanding the foregoing, the delivery service is performed and rendered on behalf of, and under the exclusive responsibility of, the external delivery company, and the legal relationship arising from the performance of the transport takes place between the CLIENT and such company, with DELITBEE not being a party to the transport agreement nor assuming obligations arising therefrom.
In particular, DELITBEE:
External delivery companies are solely responsible for:
The CLIENT remains, in all cases, the ultimate party responsible to the consumer, in accordance with applicable consumer protection regulations, and releases DELITBEE from any claim.
In the event of delays, failed deliveries, undelivered orders, damaged products or courier errors, the CLIENT must report the incident through the channels and procedures made available by DELITBEE.
Upon receipt of the request, DELITBEE shall forward the incident to the relevant delivery platform, acting exclusively as a technical intermediary, provided that the CLIENT has supplied the necessary information and evidence.
Such action:
The decision on any compensation rests exclusively with the delivery company.
DELITBEE shall not refund or assume, under any circumstances:
Any refund or compensation shall be decided, as applicable, by the delivery company or assumed by the CLIENT.
For the proper handling of incidents, the CLIENT must provide:
Lack of sufficient evidence may result in the claim being denied by the delivery company.
DELITBEE shall not be liable for such denial.
DELITBEE may use the technical records (logs) generated by the Platform as evidence in the handling of incidents.
Such logs shall have sufficient evidentiary value unless proven otherwise.
Any damage arising directly or indirectly from the delivery service shall be subject to the provisions of clause 22 (Limitation of Liability) of this Agreement.
DELITBEE does not, under any circumstances, act as:
Any contractual sales relationship is established between:
CLIENT (Restaurant)
and
End Customer (Consumer)
DELITBEE is not a party to that agreement.
DELITBEE is the owner — or lawful licensee — of:
The CLIENT does not acquire any ownership right over the Platform, beyond the license of use governed by these General Terms and Conditions.
DELITBEE grants the CLIENT a license that is:
The license is activated only when:
The CLIENT is prohibited from:
a) altering, copying, imitating, cloning or reproducing the Platform;
b) reconfiguring, modifying or attempting to modify the code;
c) translating, disassembling or reverse engineering it;
d) using robots, spiders, scrapers or other automated means;
e) attempting to gain unauthorized access to APIs, databases or modules;
f) developing its own software or third-party software based, wholly or in part, on the Platform;
g) sublicensing, reselling or assigning access to third parties without express authorization;
h) using the SaaS to directly compete with DELITBEE.
Breach hereof may result in the immediate termination of the service, with no right to compensation.
The CLIENT retains ownership of:
DELITBEE may store, copy and process such content exclusively in order to provide the service.
Although DELITBEE has no obligation of active monitoring, as an intermediary service provider, should it become aware of the existence of unlawful or inappropriate content, it may, without prior notice:
DELITBEE shall implement reasonable security measures including:
DELITBEE shall not be liable for:
In the event of an incident:
Where the incident affects personal data, DELITBEE shall act in accordance with the DPA attached as an exhibit and applicable data protection regulations.
DELITBEE records:
These logs constitute valid evidence in the event of a dispute, fraud or audit.
DELITBEE may carry out audits in order to:
Logs are not delivered in full to the CLIENT, except in:
Personal data processed by DELITBEE in connection with the services shall be governed by EXHIBIT DPA – Data Processing Agreement
(Data Processing Agreement – Art. 28 GDPR)
Any information of the following nature shall be considered confidential:
Both Parties must:
The obligation shall not apply where:
The confidentiality obligation shall remain in force for:
5 years following termination of the Agreement, except for personal data, which shall be governed by the GDPR.
In addition to the limitations of liability defined throughout the Agreement, the following shall apply:
The CLIENT acknowledges and accepts that DELITBEE’s services consist of the provision of a technology platform under the SaaS model, rendered in accordance with standard practices in the SaaS sector, and that:
DELITBEE does not guarantee uninterrupted or error-free operation.
DELITBEE shall only be liable to the CLIENT for direct damages, actually caused and proven, that are the direct and immediate consequence of willful misconduct or gross negligence attributable solely to DELITBEE.
Under no circumstances shall DELITBEE be liable for damages arising from the acts or omissions of third parties or of the CLIENT itself.
DELITBEE’s liability is expressly excluded for:
Even if DELITBEE had been advised of the possibility of such damages.
DELITBEE shall not, under any circumstances, be liable for damages or losses arising from:
a) content entered or configurations made by the CLIENT (prices, menus, allergens, images, hours, promotions);
b) incidents in the preparation, quality, delivery or consumption of the restaurant’s products;
c) acts, errors or breaches by delivery platforms, payment gateways, banks or external providers, including Stripe;
d) chargebacks, fraud, unauthorized payments or financial blocks;
e) outages, failures or unavailability of third-party services or external infrastructure;
f) errors resulting from the CLIENT’s devices, networks or systems;
g) incorrect configurations of the Own Channel;
h) absence of sales, traffic, visibility or economic results;
i) commercial or strategic decisions made by the CLIENT.
DELITBEE’s total accumulated liability, on any grounds and for any period, shall be limited to the total amount paid by the CLIENT to DELITBEE in the preceding 12 months, or €500, whichever is lower.
The intervention of third parties (including, without limitation, Stripe, banking entities, delivery platforms, cloud providers or integrators) breaks the causal link between DELITBEE’s actions and any damage alleged by the CLIENT.
DELITBEE shall not be liable for damages that are not the direct and exclusive consequence of its own actions.
DELITBEE shall not be liable for breaches or delays due to causes of Force Majeure, including, among others:
Nothing in this clause shall limit or exclude DELITBEE’s liability in those cases in which applicable law does not permit such limitation.
DELITBEE warrants that:
without this implying any guarantee of uninterrupted operation, absence of errors or absolute stability.
It does not guarantee:
DELITBEE does NOT guarantee:
External integrations offer services subject to:
DELITBEE cannot guarantee the continuous or future operation of third parties.
DELITBEE may suspend the service, in whole or in part, for the following reasons:
a) Failure to pay the subscription.
b) Failure to pay costs.
c) Failure to pay for additional services.
d) Debts accumulated for one month or more.
DELITBEE shall not unblock the service until the debt has been settled.
Where the following is detected:
Where the following is detected:
Stripe, couriers or integrators may request a temporary block.
DELITBEE shall not be liable for the economic consequences arising therefrom.
DELITBEE may interrupt the service for:
DELITBEE shall attempt to give notice whenever possible.
25.1 TERM OF THE AGREEMENT:
The term of the Agreement for the Services shall be regulated in the Specific Terms or in accordance with the plan contracted. In the absence of agreement, the Agreement shall become automatically applicable from the commencement of the provision of the Services, being deemed tacitly accepted from that moment, and shall terminate upon expiry of the term indicated in the Specific Terms. The term of Subscription Services with a fixed term shall end upon expiry of the agreed term, unless automatically renewed.
The Agreement may be terminated:
The CLIENT may cancel the service:
No refunds shall be made for periods already paid.
DELITBEE may terminate the Agreement:
Upon termination of the Agreement:
DELITBEE shall:
Neither Party shall be liable for events beyond its reasonable control, including:
DELITBEE is not obliged to provide compensation under such circumstances.
DELITBEE may subcontract:
No prior authorization from the CLIENT is required.
The CLIENT may not subcontract the use of the SaaS to third parties nor assign access without express authorization.
DELITBEE may assign this Agreement to:
The CLIENT shall be notified, but its consent shall not be required.
The CLIENT may not assign this Agreement or its rights without the prior written authorization of DELITBEE.
Official communications between the Parties shall be made by:
Valid addresses:
A notification sent by email shall be deemed received where:
The CLIENT undertakes to keep the following up to date:
DELITBEE shall not be liable for notifications not received due to outdated data.
DELITBEE may modify this Agreement:
Modifications:
Current prices shall be published at:
DELITBEE may modify plans, prices, costs or included services, upon notice to the CLIENT at least thirty (30) calendar days in advance, unless the modification is imposed by regulatory changes, third-party costs or external providers, in which case the modification may take effect immediately.
Notice may be given by any valid means, including email, notification on the Platform or publication on the website
Continued use of the service after such period has elapsed shall constitute express acceptance of the new economic terms.
Changes in:
are beyond DELITBEE’s control and may affect the operation of the SaaS.
DELITBEE does not guarantee the permanent stability of external integrations.
The CLIENT authorizes DELITBEE to send:
The CLIENT may opt out of commercial communications at any time, except for those necessary for:
This Agreement is governed by applicable Spanish and European law, including:
Where the CLIENT acts as a business, professional or legal entity:
The Parties submit to the Courts and Tribunals of Valencia (Spain).
The Parties undertake to attempt to resolve any dispute by means of:
Only where no agreement is reached may the matter be brought before the courts.
Should any clause be declared void:
In the event of contradiction between documents, the following order of precedence shall apply:
The DPA shall prevail over any reference relating to data protection.
This Agreement:
The following shall be accepted as valid:
The effective date shall be that indicated on the first page.
Where there is no physical signature but the service has been activated, the Agreement shall be deemed accepted from the first use.
The following documents form an integral and inseparable part of this Master SaaS Services Agreement, for all legal purposes, provided that the CLIENT has engaged the corresponding services:
Each exhibit shall apply only if the corresponding service is recorded as contracted in the Specific Terms or has been activated by any means.
The exhibits and documents indicated shall be interpreted as complementary clauses specific to the contracted service.
The subsequent engagement of additional services shall result in the automatic incorporation of the corresponding exhibit from its acceptance, with no need to novate the Master SaaS Services Agreement.