Terms and Conditions

Section 1 — Scope of Application

(1) These Terms and Conditions (hereinafter "T&C") apply to all contracts between Zentachain GmbH (operating under the brand "Omiser"), Dortmund, Germany, registered in the commercial register of the Amtsgericht Charlottenburg (Berlin) under HRB 242677 B (hereinafter "Omiser" or "Provider"), and the respective customer (hereinafter "Customer") regarding the use of the software-as-a-service platform operated by Omiser (hereinafter "Platform" or "Service").

(2) The Omiser Platform provides catering businesses with a cloud-based software-as-a-service solution through which they can operate their own online ordering shop (web application), a mobile application (iOS and Android) for their end customers, and a dashboard for managing menus, orders, delivery zones, customer relationships (CRM), and analytics.

(3) These T&C are addressed exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). By registering, the Customer confirms that they are acting in the exercise of their commercial or independent professional activity.

(4) Deviating, conflicting, or supplementary general terms and conditions of the Customer shall not become part of the contract, even if the Provider does not expressly object to their applicability. They shall only apply if and to the extent that the Provider has expressly agreed to their applicability in writing.

Section 2 — Conclusion of Contract

(1) The presentation of services and plans on the Provider's website does not constitute a legally binding offer but rather a non-binding invitation to submit an offer (invitatio ad offerendum).

(2) By registering on the Platform and selecting a plan, the Customer submits a binding offer to conclude a usage agreement. Registration can be performed through the following methods:

• Registration by email address and password,
• Authentication via a Google account (Google OAuth 2.0),
• Authentication via an Apple ID (Sign in with Apple).

(3) The contract is concluded when the Provider accepts the Customer's offer by sending a confirmation email or by activating use of the Platform.

(4) The Provider is entitled to reject the acceptance of a contractual offer without stating reasons.

(5) The contract language is German.

Section 3 — Service Description

(1) Omiser provides the Customer with the following core services as software-as-a-service, depending on the selected plan:

• a customisable online ordering shop (web application) for the Customer's end customers,
• a mobile application (iOS and Android) for the Customer's end customers (depending on the plan),
• a web-based dashboard for managing menus, orders, delivery zones, CRM, and analytics,
• further plan-dependent features in accordance with the service description valid at the time of contract conclusion.

(2) The exact scope of services of the plans (Starter, Business, Premium) is determined by the current service description on the Provider's website in the "Pricing" section. This service description is part of the contract in the version valid at the time of contract conclusion.

(3) Omiser aims for a platform availability of 99.5% as an annual average (availability target). This availability target does not constitute a guarantee. The calculation of availability is based on the total hours of a calendar year minus the planned maintenance windows referred to in Section 9(2).

(4) Omiser is entitled to further develop, improve, and extend the functionality of the Platform. The Provider will not reduce the essential scope of services of the plan selected by the Customer to the Customer's detriment during the contract term. Material changes to existing features will be announced to the Customer with a reasonable notice period of at least 30 days.

(5) The Customer shall not be entitled to the provision of specific future features or extensions, even if these have been publicly announced or indicated.

Section 4 — Plans and Prices

(1) Omiser offers the Platform in the following plans:

• Starter: EUR 99.00 net per month,
• Business: EUR 149.00 net per month,
• Premium: EUR 199.00 net per month.

(2) All stated prices are net prices plus the applicable statutory value added tax (currently 19%). Since the Platform is exclusively aimed at entrepreneurs within the meaning of Section 14 BGB, all prices are stated as net prices.

(3) Billing takes place either monthly or annually in advance, depending on the Customer's choice. In the case of annual billing, the Customer receives a discount equivalent to two monthly instalments compared to monthly billing.

(4) Omiser does not charge any commission or transaction fee on orders processed through the Customer's platform (0% commission).

(5) The Provider is entitled to adjust the prices with a notice period of at least 30 days effective from the next billing period. The notice shall be given by email. In the event of a price increase, the Customer shall have a special right of termination effective at the time the price increase takes effect.

Section 5 — Payment and Default

(1) Payment of the usage fee is made, as agreed, by SEPA direct debit, credit card, or by invoice. The Provider is entitled to exclude individual payment methods or to make them subject to additional creditworthiness requirements.

(2) Invoices are due for payment within 14 days of the invoice date without deduction, unless otherwise agreed.

(3) If the Customer is in default of payment, the statutory provisions of Sections 286 et seq. BGB shall apply. In particular, the Provider is entitled to charge default interest at a rate of 9 percentage points above the respective base interest rate (Section 288(2) BGB) and a flat-rate default damage of EUR 40.00 (Section 288(5) BGB).

(4) In the event of payment default of more than 14 days, the Provider is entitled, after prior notice with a reasonable grace period, to temporarily block the Customer's access to the Platform until the outstanding balance has been fully settled. The obligation to pay the usage fee shall continue during the blocking period.

(5) The Customer's right to set-off shall only exist if their counterclaims have been established by a final and binding court judgement, are undisputed, or have been acknowledged by the Provider. The Customer's right of retention shall only exist insofar as it is based on claims arising from the same contractual relationship.

Section 6 — Customer Obligations

(1) The Customer is obligated to provide truthful and complete information during registration and throughout the entire contract term and to keep this information up to date at all times. This includes in particular: company name, legal form, first name and surname of the legal representative, business email address, phone number, business address, and VAT identification number.

(2) The Customer is solely responsible for all content that they publish or make available via the Platform (in particular menus, product images, prices, descriptions, allergen labelling). The Customer shall ensure that this content complies with the applicable legal provisions, in particular:

• food law regulations (including LFGB, EU Food Information Regulation No. 1169/2011),
• the Price Indication Regulation (PAngV),
• allergen labelling regulations (EU Regulation No. 1169/2011, LMIDV),
• competition law regulations (UWG), and
• tax law requirements for invoicing.

(3) The Customer is obligated to keep their access credentials (password, authentication tokens) confidential and to protect them from access by unauthorised third parties. When using Google OAuth or Apple Sign-In, the security policies of the respective identity provider shall additionally apply. The Customer must inform the Provider immediately if there are indications of misuse of their account.

(4) The Customer may not use the Platform for unlawful, in particular criminal, anti-competitive, or rights-infringing purposes. In particular, the following is prohibited:

• Providing content that violates applicable law,
• Technically manipulating or overloading the Platform,
• Performing automated access (bots, scraping) without prior consent from the Provider,
• Making the Platform available to third parties for use, unless this is covered by the respective plan.

(5) If the Customer violates the obligations under this section, the Provider is entitled, after prior warning with a reasonable deadline, to block access to the Platform or to terminate the contract for cause.

Section 7 — Data Protection and Commissioned Processing

(1) The Provider processes personal data of the Customer in accordance with the General Data Protection Regulation (GDPR), the German Federal Data Protection Act (BDSG), and the Telecommunications Digital Services Data Protection Act (TDDDG). Details are set out in the Provider's privacy policy.

(2) Insofar as the Customer processes personal data of their end customers via the Platform (e.g., name, address, order history, contact data), the Provider acts as a processor within the meaning of Art. 28 GDPR. The parties shall conclude a separate data processing agreement (DPA) that governs the details of data processing. The DPA is part of this contract.

(3) The Customer is responsible as controller within the meaning of Art. 4 No. 7 GDPR for the lawfulness of the collection, processing, and use of the personal data of their end customers. The Customer shall ensure that they have the necessary legal bases (e.g., consent, contract performance) for the processing of end customer data.

(4) The Customer is obligated to provide their own privacy policy on the online shop they operate and to design it in accordance with the legal requirements.

(5) The Provider uses analytics and marketing tools (including Google Analytics, Google Ads Conversion Tracking, Meta Pixel, TikTok Pixel, X/Twitter Pixel) exclusively after the prior informed consent of the respective website visitor (Art. 6(1)(a) GDPR in conjunction with Section 25 TDDDG). Further details are governed by the Provider's privacy policy.

Section 8 — Contract Term and Termination

(1) The contract is concluded for an indefinite period and commences upon activation of the Customer account.

(2) In the case of monthly billing, the contract may be terminated by either party with a notice period of 14 days to the end of the respective billing month.

(3) In the case of annual billing, the contract may be terminated by either party with a notice period of one month to the end of the respective billing year.

(4) The right of both parties to terminate for cause shall remain unaffected. Cause for the Provider shall exist in particular if:

• the Customer, despite a reminder and a reasonable grace period, is in default of payment of the usage fee for more than two consecutive months,
• the Customer repeatedly or seriously violates their obligations under Section 6,
• insolvency proceedings are opened against the Customer's assets or the opening is rejected for lack of assets.

(5) Termination must be in text form (Section 126b BGB). Termination may in particular be submitted by email to [EMAIL ADDRESS] or via the termination function provided in the customer account.

(6) After termination of the contract, the Provider shall make the Customer's data (order history, customer lists, menu data) available for export in a common machine-readable format for a period of 30 days. After this period expires, the Provider is entitled to irrevocably delete the Customer's data, unless statutory retention obligations prevent this.

(7) Upon the termination taking effect, the Customer's right to use the Platform shall end. Usage fees already paid for the remaining billing period shall not be refunded in the case of ordinary termination by the Customer, unless the Provider is responsible for the extraordinary termination.

Section 9 — Availability and Disruptions

(1) Omiser aims for a platform availability of 99.5% as an annual average. Availability is calculated according to the following formula: (Total hours of the year minus unplanned downtime hours minus planned maintenance hours) divided by (Total hours of the year minus planned maintenance hours) multiplied by 100.

(2) The Provider shall carry out planned maintenance work where possible during low-usage periods (between 02:00 and 06:00 CET/CEST). The Provider shall announce planned maintenance work that leads to a noticeable impairment of availability with a notice period of at least 48 hours by email or via the customer dashboard. Planned maintenance windows are not taken into account when calculating availability.

(3) The Provider shall not be liable for disruptions or unavailability caused by force majeure. Force majeure events include in particular: natural disasters, pandemics, strikes, wars, official orders, failure of telecommunication networks or gateways of other operators, disruptions in internet infrastructure, and DDoS attacks and other cyber attacks, provided that the Provider has taken reasonable protective measures.

(4) The Provider assumes no guarantee for the availability and functionality of third-party services (e.g., payment service providers, map providers, push notification services, app stores). The Provider shall endeavour to inform the Customer promptly of known disruptions to material third-party services.

(5) The Customer is obligated to report disruptions immediately with the most precise possible description of the error. The Provider shall process disruption reports prioritised by severity.

Section 10 — Liability

(1) The Provider shall have unlimited liability for damages resulting from injury to life, body, or health that are attributable to a negligent or intentional breach of duty by the Provider, its legal representatives, or its vicarious agents.

(2) The Provider shall have unlimited liability for damages resulting from intentional or grossly negligent breaches of duty by the Provider, its legal representatives, or its vicarious agents.

(3) The Provider shall further have unlimited liability for damages that fall under a guarantee assumed by the Provider, as well as for damages under the Product Liability Act.

(4) In the case of slightly negligent breach of material contractual obligations (cardinal obligations), the Provider shall be liable in principle, but limited to the foreseeable, contract-typical damage at the time of contract conclusion. Material contractual obligations are those obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the Customer may regularly rely. This includes in particular the obligation to provide the Platform, to secure stored customer data, and to comply with the agreed availability.

(5) In the case of slightly negligent breach of non-material contractual obligations, the Provider's liability for indirect damages and consequential damages, in particular lost profits, unrealised savings, damages from third-party claims, and damages from data loss, is excluded.

(6) The Provider's liability for data loss is limited to the typical recovery cost that would have been incurred if the Customer had regularly and appropriately created backup copies.

(7) The foregoing liability limitations and exclusions shall apply equally in favour of the Provider's legal representatives, employees, agents, and vicarious agents.

(8) The provisions of this section shall apply to all bases of claims, whether arising from contract, tort, or other legal grounds.

Section 11 — Warranty

(1) The Provider warrants that the Platform substantially corresponds to the functions described in the service description. A warranty for merely insignificant deviations of the Platform from the service description is excluded.

(2) The Customer is obligated to report defects immediately after their discovery with the most precise possible description of the defect (defect notification). The Customer shall support the Provider in error analysis and defect rectification to a reasonable extent.

(3) In the event of a defect, the Provider shall have the right to subsequent performance (repair) within a reasonable period. Subsequent performance may also be achieved by providing a workaround, provided this is reasonable for the Customer and access to the essential functions of the Platform is not unreasonably impaired thereby.

(4) If subsequent performance fails after a reasonable period and at least two repair attempts, the Customer shall be entitled to the statutory warranty rights, in particular the right to reduction or extraordinary termination.

(5) Warranty claims shall not exist insofar as defects are attributable to non-contractual use of the Platform by the Customer, to interventions by the Customer or third parties, to force majeure, or to the use of incompatible hardware or software by the Customer.

(6) The warranty period is twelve months from the provision of the respective functionality, insofar as legally permissible.

Section 12 — Confidentiality

(1) The parties undertake to treat all confidential information of the other party obtained in the course of contract initiation and contract execution as strictly confidential and neither to make it accessible to third parties nor to exploit it in any other way.

(2) Confidential information within the meaning of this provision includes all information that is marked as confidential or whose confidentiality is apparent from the circumstances, in particular trade secrets, technical information, customer data, pricing models, business strategies, and contract contents.

(3) The confidentiality obligation does not apply to information that:

• was already publicly known at the time of disclosure or subsequently becomes publicly known without fault of the receiving party,
• was demonstrably already known to the receiving party before the disclosure,
• is lawfully communicated to the receiving party by a third party without a confidentiality obligation,
• was demonstrably independently developed by the receiving party, or
• must be disclosed due to statutory provisions, official or court orders; in this case, the receiving party shall inform the disclosing party in advance, insofar as legally permissible and possible.

(4) The confidentiality obligation shall survive the termination of the contract for a period of three years.

Section 13 — Intellectual Property Rights

(1) All rights to the Platform, including the software, source code, databases, design, user interface, trademarks, logos, documentation, and other content, belong exclusively to the Provider or its licensors. The contract does not establish any transfer of copyright or other intellectual property rights to the Customer.

(2) The Customer receives for the duration of the contract a simple (non-exclusive), non-transferable, non-sublicensable right to use the Platform as intended within the scope of the selected plan. The right of use is limited to the contract term and ends automatically upon termination of the contract.

(3) The Customer is not entitled to copy, decompile, disassemble, reverse engineer, or otherwise determine the source code of the Platform or parts thereof, unless this is expressly permitted under mandatory legal provisions (in particular Sections 69d, 69e UrhG).

(4) The rights to the content entered by the Customer into the Platform (in particular menus, product images, texts) shall remain with the Customer. The Customer grants the Provider a simple, revocable right of use to this content for the duration of the contract, insofar as this is necessary for the provision of the contractual services.

Section 14 — Indemnification

(1) The Customer shall indemnify the Provider against all claims by third parties asserted against the Provider due to content that the Customer publishes or makes available via the Platform, including claims for violation of food law, competition law, trademark law, copyright law, or other intellectual property rights.

(2) The Customer shall further indemnify the Provider against all claims by third parties resulting from a non-contractual or unlawful use of the Platform by the Customer.

(3) The indemnification shall also include the assumption of the reasonable costs incurred by the Provider in legal defence, including all court and attorney fees at the statutory rate. This does not apply insofar as the Provider is responsible for the legal violation.

(4) The Provider shall inform the Customer immediately about the assertion of claims by third parties and shall give the Customer the opportunity to take over or participate in the legal defence. The Provider shall not issue any acknowledgement or settlement without the Customer's prior consent.

Section 15 — Amendments to the T&C

(1) The Provider reserves the right to amend these T&C with effect for the future, provided this is necessary for objectively justified reasons (e.g., change in the legal situation, supreme court case law, change in market conditions, further development of the Platform) and the Customer is not unreasonably disadvantaged thereby.

(2) Amendments to the T&C shall be communicated to the Customer at least 30 days before the intended effective date in text form (by email to the email address provided by the Customer). The notification shall contain the complete wording of the amended T&C as well as a clear highlighting of the changes made.

(3) If the Customer does not object to the amended T&C within 30 days of receipt of the amendment notification in text form, the amended T&C shall be deemed accepted by the Customer. The Provider shall expressly and separately inform the Customer in the amendment notification of their right to object, the objection period, and the legal consequences of silence.

(4) If the Customer objects to the amended T&C in a timely manner, the contract shall continue under the previous conditions. In this case, the Provider shall have the right to terminate the contract with a notice period of 30 days to the end of the month, provided that maintaining the contract under the previous T&C is not reasonable for the Provider.

Section 16 — Final Provisions

(1) The law of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and excluding the conflict-of-laws rules.

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract shall, to the extent legally permissible, be the registered office of the Provider. The Provider is also entitled to sue the Customer at their general place of jurisdiction.

(3) Should individual provisions of these T&C be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected. In place of the invalid or unenforceable provision, the valid and enforceable provision shall be deemed agreed whose effects come closest to the economic objective that the contracting parties pursued with the invalid or unenforceable provision. The same shall apply to any regulatory gaps (severability clause).

(4) No oral side agreements to this contract exist. Amendments and supplements to this contract require text form (Section 126b BGB), unless otherwise provided in these T&C. This shall also apply to the amendment of this text form clause.

(5) The Customer is not entitled to assign or transfer rights and obligations under this contract to third parties without the prior written consent of the Provider. Section 354a HGB shall remain unaffected.

(6) Should the Provider not exercise a right to which it is entitled under these T&C in an individual case, this shall not constitute a waiver of the exercise of this right in future cases.

Last updated: April 2026