The DeliPal platform, hereinafter referred to as the "Platform" , is a software-as-a-service software program aimed at individuals or legal entities in the hospitality industry, through which they can manage various aspects of their activity .

The platform is provided by DELI CLOUD S.R.L. , a limited liability company, having its registered office in Brașov, 12 Traian Demetrescu Street, office 2, floor E, apartment 2, Brașov county, registered with the Brașov Trade Registry Office under no. J8/215/2022, sole registration code 45523018, hereinafter referred to as the "Company" and may be ordered through the website https://delipal.ro/ (the "Website" ).

1. Definitions

   In this document, the following terms will have, unless the context indicates otherwise, the following meaning:

   Subscription - means the agreement regarding the use by the Client of the DeliPal Package through the Platform provided by the Company, in exchange for the payment by the Client of the related price.

   Extra Applications - means any of the additional applications that can be added to the DeliPack Package at the Client request, as mentioned on the Website, such as but not limited to: applications for accounting, calculation of nutritional values on products, automatic transfers between companies, integration with third party service providers, etc.

   Client - means the legal entity that places an Order through the Website and becomes a user of the Ordered Package.

   Extra Capacity – means any of the additional capacities that can be added to the DeliPack Package at the Client's request, namely additional users, additional storage space or additional operating space.

   Order - means an electronic document that acts as a form of communication between the Company and the Client, through which the Client conveys to the Company its intention to purchase the Ordered Package.

   Account - means the section of the Website consisting of an e-mail address and a password that allows the User to submit the Order and that contains information about the User / Client and provides the Client with the necessary tools to manage its activity in relation to the Company, such as but not limited to: personal data management, Platform access data, transaction history (offers, orders, invoices, etc.) selection of payment methods, submission and follow-up of technical support requests in relation to delivered products. The User is responsible for and will ensure that all information entered when creating the Account is correct, complete and up-to-date.

   Contract - means this document, which will govern an Order placed / accepted by the Client as well as the Client's use of the Ordered Package.

   Hardware Equipment - means the equipment to be provided to the Client by the Company, through their sale / rental, as per the Client's requests.

   The Ordered Package - means the package of products and / or services mentioned in the Order placed or accepted by the Client which may have as components the DeliPack Package or the Customized DeliPal Package and/or any Services and/or any Hardware Equipment.

   The DeliPack Package - means the basic package related to the DeliPal Platform that includes applications for managing the activity of a restaurant, as mentioned on the Website, such as but not limited to: applications for managing Client orders, for restaurant customer loyalty, for supply management, management, production, sales, human resources, marketing activities, etc.

   Customized DeliPal Package - means the DeliPack Package customized at the Client's request with Extra Applications and/or Extra Capacity.

   DeliPal Package - means the DeliPack Package and the Customized DeliPal Package, taken together or each individually.

   Services - means the services of analyzing the management processes of the Client's activity, implementing products at the Client's location or training the Client's employees, to be carried out by the Company, at the request of the Client, in compliance with the time frame mentioned on the Website.

2. Description of the DeliPal Platform

   The DeliPal Platform is an ERP ( Enterprise resource planning ) platform customized for use in the hospitality industry in order to manage the current activity of restaurants.

   Information on the functionality of the Platform and on the services offered, their prices and how to purchase them are available on the Website.

3. Placing Orders
   1. The Order for the purchase of the Ordered Package is sent electronically, from the valid Account held by the Client on the Website. In order to place the Orders, the User will have to fill in the information column in its Account with the information necessary for the Company to perform the Contract, such as the name, identification data of the Client (sole registration code, registration number from the Trade Registry Office), registered office, bank account, etc.
   2. The Order will contain all the information necessary to determine the value of the Ordered Package, namely the type of DeliPal Package (DeliPack or Customized DeliPal Package, expressly indicating the Extra Applications, respectively the Extra Capacity), the Services and the Hardware Equipment, as applicable. In addition, the Order will include information regarding the date of placing the Order, the expiration date of the Trial Period, the start date of the Subscription.
   3. In order to place the Orders, the Company will ask the Users to consent to these Terms and Conditions. User acceptance will be achieved by ticking the specific box, respectively:
      • I have read and accept the Terms of Sale
   4. By checking the box related to the Terms of Sale, Users understand that a Contract has been entered into between the Client and the Company that will govern the contractual relationship between the parties as stated in this document.
4. Duration of the Contract. Trial Period
   1. The Contract enters into force at the time of placing the first Order and is valid for the entire validity period of the Subscription or until the expiration of the trial period, as applicable.
   2. Trial Period . The first days of using the DeliPal Package represent a free trial period, the duration of the trial period being mentioned in the Orders. Extra Applications and Extra Capacity are only eligible for a trial period if they are related to a DeliPack that is in the trial period. The Client may, at any time during the trial period, stop using the ordered DeliPal Package, by sending a notification to the Company.
   3. The Subscription comes into force upon the expiry of the trial period, if the Client has not notified the Company of its intention to stop using the ordered DeliPal Package, being valid for one month (for example, a subscription purchased on 03.04.2024, if the trial period is 30 days, comes into force on 04.04.2024 and expires on 05.04.2024).
   4. If the Client does not notify its intention not to extend the Subscription, at least 15 days before the expiration of its duration, the Subscription will be automatically extended for the next month as well.
5. Price and payment method
   1. The price of the Ordered Package will be determined at the time of placing / accepting the Order, depending on the DeliPal Package chosen, the type of Services ordered and the type of Hardware Equipment ordered, based on the prices displayed on the Website at the time of placing / accepting the Order.
   2. The prices displayed on the Website are expressed in RON and do not include VAT. The Company may modify, at its own discretion, any of the displayed prices, without prior notice to the Users. For the avoidance of any interpretations, the prices may be increased during the duration of the Contract, respectively in the relationship with existing Clients, without prior notifice to the Clients, without an increase exceeding 10% of the previous price, the new price following to be applied from the beginning of the next period pricing.
   3. Payments are made online, with a bank card, through the Viva Wallet payment processing platform provided by Viva Payment Services Single Member S.A., without any withholding or deduction of any tax or commission of any kind. The data entered by the Client are not recorded on any of the Company's equipment or within the Platform, they are transmitted directly to the server of the payment processor mentioned above.
   4. At the expiration of the trial period or, as applicable, at the end of the Subscription term, if the Client has saved the bank card data in the Platform, the Viva Wallet payment processing platform will debit the bank account with the amount related to the first Subscription, respectively for the Subscription related to the next month (for the same DeliPal Package used in the Trial Period or in the previous month), and the Company will issue and communicate the relevant tax invoice to the Client.
   5. If the Client has not saved the bank card data in the Platform, on the day the trial period expires, respectively on the day the Subscription expires, the Company will notify the Client of the tax invoice for the first Subscription, respectively for the Subscription for the following month (for the same DeliPal Package used during the trial period or in the previous month) by e-mail, to be paid by the Client within 10 days from its issuance.
   6. 5 days before the payment deadline mentioned above, if the payment of the first Subscription, respectively the Subscription for the following month, has not been made by that time, regardless of the reason, the Platform will send the Client a notification by which the Client will be informed that access to the Platform will be disabled when the payment deadline is reached, if the invoice is not paid within the established deadline.
   7. If and after receiving the notification referred to in art. 5.6. above, the Client does not pay the Subscription, regardless of the reason, upon the completion of the aforementioned payment term, i.e. 10 days from the issuance of the fiscal invoice, access to the Platform will be disabled and the Contract will terminate.
   8. Payment of the ordered Services price is made according to the Client's options, expressed in the Order, which can be purchased in the PrePay system or with monthly billing, as follows.
   9. For the Services ordered by the Client in the PrePay system, the Company will issue and communicate the fiscal invoice to the Client on the date of the Order, the payment term being 10 days from the invoice issuance. 5 days before the payment deadline mentioned above, if the invoice payment has not been made by that time, regardless of the reason, the Platform will send the Client a notification requesting payment of the invoice. If, even after receiving the aforementioned notice, the Client does not pay the invoice by the payment deadline, it will owe the Company late payment penalties according to the provisions of this document.
   10. For the Services ordered by the Client with monthly billing (recurring services), the Company will issue and communicate the fiscal invoice to the Client every month, upon completion of the Subscription term, for the services performed during that Subscription, the payment term being 10 days from the invoice issuance. 5 days before the payment deadline mentioned above, if the invoice payment has not been made by that time, regardless of the reason, the Platform will send the Customer a notification requesting payment of the invoice. If, even after receiving the notification mentioned above, the Client does not pay the invoice by the payment deadline, it will owe the Company late penalties according to the provisions of this document, and the Company will suspend the execution of the Services until the outstanding invoices are paid. In order to avoid any interpretations, invoices are issued together with activity reports, the activity report including information about the Services provided, the time allocated by the Company for the provision of these Services, their price (determined according to the price mentioned on the Website at the time of placing / accepting the Order and the number of hours allocated to the provision of these Services).
   11. If the Company transfers ownership of the Hardware Equipment to the Client, the Company will issue and communicate the fiscal invoice to the Client on the date of the Order, the payment term being 10 days from the invoice issuance. 5 days before the payment deadline mentioned above, if the invoice payment has not been made by that time, regardless of the reason, the Platform will send the Client a notification requesting payment of the invoice. If, even after receiving the aforementioned notification, the Client does not pay the invoice by the payment deadline, it will owe the Company late payment penalties according to the provisions of this document.
   12. In the situation where the Company transfers to the Client the right to use the Hardware Equipment, this right is granted monthly, in exchange for the payment of the rent mentioned in the Order, the following provisions being applicable:
       1. The Company will issue and communicate to the Client the fiscal invoice for the first rent on the date of the Order, the payment term being 10 days from the invoice issuance. 5 days before the payment deadline mentioned above, if the invoice payment has not been made by that time, regardless of the reason, the Platform will send the Client a notification requesting payment of the invoice. If, even after receiving the notification mentioned above, the Client does not pay the invoice until the payment deadline is reached, it will owe the Company late penalties according to the provisions of this document, and the rental contract between the parties terminates, the Client having the obligation to immediately return the Hardware Equipment and to cover all the damage suffered by the Company.
       2. If the Client does not notify its intention not to extend the rental period and does not return the Hardware Equipment, at least 15 days before the expiration of the initial / extended period, the rent will be automatically extended for the following month; to avoid any interpretations, failure to return the Hardware Equipment until the end of the initial rental period will be interpreted as the Client's intention to extend the rental period,
       3. For the following months, the Company will issue and communicate the fiscal invoice to the Client every month, upon completion of the initial rent term, the payment term being 10 days from the invoice issuance. 5 days before the payment deadline mentioned above, if the invoice payment has not been made by that time, regardless of the reason, the Platform will send the Client a notification requesting payment of the invoice. If, even after receiving the notification mentioned above, the Client does not pay the invoice until the payment deadline is reached, it will owe the Company late payment penalties according to the provisions of this document, and the rental contract between the parties terminate, the Client having the obligation to immediately return the Hardware Equipment and to cover all the damage suffered by the Company.
   13. The Client will be in default for any delays in payment of due invoices and will pay late penalties of 0.05% for each day of delay of the amount due, until they are paid in full.
6. Right to use the DeliPal Platform
   1. The Company provides the Client with a non-exclusive, non-transferable, time-limited license for the use of the DeliPal Package for the entire duration of the Contract, as established by this document, respectively free of charge during the trial period and in exchange for the price of the Subscription, after the trial period expires.
   2. All rights, titles and interests in the Platform, including without limitation intellectual property rights, as well as any ideas, know-how or programs developed by the Company during the Contract, including any improvements or changes made by the Company to the Platform will permanently remain the property of the Company .
   3. The Client shall not reproduce, disassemble or decompile the DeliPal Package or any of its components, determine or attempt to determine any source code, algorithms, methods or techniques incorporated therein, regardless of the reasons for such actions.
   4. The Client shall not copy, create derivative works of, or transform the DeliPal Package or any of its components (including program updates), permanently or temporarily reproduce the Software, in whole or in part, by any means and in any form, including where the reproduction is determined by installation, storage, use, etc., and will not obtain the translation, adaptation, etc., nor the reproduction of the result of these operations, nor even when any of the above actions are necessary for the Client to use the DeliPal Package in accordance with the intended purpose, including by correcting errors; the parties agree that prior authorization by the Company is required for any reproduction or translation.
   5. The Client will have the right to request a backup copy of the database generated by the use of the DeliPal Package whenever it deems necessary.
   6. The Client may not resell, rent, sub-license, assign, transfer or grant any right to use the DeliPal Package to third parties.
   7. The Client will only access and use the purchased DeliPal Package and will not directly or indirectly access or use any Extra Applications / Extra Capacity after they have been disabled.
   8. The Client shall not encourage or assist any third party to do any of the above actions.
   9. The use of the DeliPal Package, subject to the license under this document, will be made using the Cloud platforms provided by Amazon (AWS) or Hetzner, wholly owned and operated by the Company, hereinafter referred to as the "Cloud Platform" , the Client being able to remotely access the DeliPal Package.
   10. The Cloud Platform owned by the Company offers multiple and varied solutions to ensure the safety and protection of critical business operations such as protected and permanently monitored data centers, hosting in several regions, security specialists, redundant infrastructure, uptime of 99, 9%, SSL encryption, data backup and disaster recovery.
   11. The Company will make a reasonable effort to ensure that the operation of the DeliPal Package is stable and to facilitate their use by the Client in accordance with the terms and conditions set forth in this document through its own or third-party servers.
   12. The Company will inform the Client of any known defect that could interfere with the stable operation or functionality of the DeliPal Package.
   13. The successful operation of the DeliPal Package may depend on the correct configuration of the device with which the Client must access the Platform. The Client must follow the Company's instructions and have the specified hardware and software requirements. Configuration of Client's device and availability of specific hardware and software to meet access requirements represent the Client's sole responsibility.
   14. In addition, in order to use the DeliPal Package, the Client must have access to the Internet. The operation of the DeliPal Package may depend on the quality and speed of the connection used by the Client to access the Platform. The Company will not be held responsible for the provision of the Client's telecommunications lines, internet access or connection or any other technical means necessary to access and use its data. All costs and risks in this regard are the responsibility of the Client.
7. Technical support services. Updates
   1. During the entire validity period of the Subscription for the DeliPal Package, the Company will offer the Client services to eliminate Errors within it, the cost of these services being included in the value of the Subscription. The technical support services will be provided during the time frame mentioned on the Website. For the avoidance of any doubt, for the purposes of this Article, "Error" means any error in the DeliPal Package that prevents it from performing its function, in its entirety, according to its specifications.
   2. The Company offers the Client online support (user documentation, frequently asked questions section, explanations published on the Website, through the chat available on the Platform) or by accessing the Client's Account, upon request and with its consent. All means of online support are provided by the Company to the Client free of charge.
   3. This document applies to all improvements, changes, variations, revisions, updates, supplements, add-ons and replacements for the Platform, hereinafter referred to as "Updates" , that the Company may provide or make available to the Platform.
   4. The Company has no obligation to perform Updates, does not guarantee that any Updates will be performed, and nothing herein shall be construed as an obligation on the part of the Company to create, provide or install Updates.
8. Contractual Liability
   1. The Company and the Client shall be responsible for complying with their respective obligations as set forth in this document.
   2. The Client shall indemnify the Company for any damages suffered by it as a result of the Client's use of the Platform for purposes contrary to the law and this document.
   3. The Client declares, accepts and confirms that it is aware and agrees that the Company cannot be held responsible and is absolved from any liability regarding any direct or indirect damage, incidental or not, including regarding the unrealized benefit / profit, on the data, information confidential information, databases, clientele, goodwill of the Client or any other damage, tangible or intangible, that could be suffered by the Client (including regarding the right to good name), which could result from the use of the Platform.
   4. The Company will not be responsible in any way whatsoever for the results obtained by the Client by using the Platform. Also, the Company will not have any responsibility or liability for defects that are the consequence of external factors, including other software programs, or the consequence of the integration or interaction between the Platform and the Client's hardware and software environments.
9. Contract Termination
   1. The Contract terminates:
      1. by mutual agreement of the Parties,
      2. by the notification sent by the Client during the trial period;
      3. in case of non-payment of the Subscription price / rent for the Hardware Equipment, according to the rules established by this document,
      4. by unilateral termination, by the Client, according to the rules established by this document / erasure of the Account; The subscriptions in force on the date of erasure of the Account will cease on the termination date of the Contract, without the Company having the obligation to refund their price or a part of their price,
      5. by termination, according to the applicable legal and contractual provisions.
   2. If one of the Parties fails to fulfill its contractual obligations on time or properly, the other Party will send a written notification granting 15 calendar days to the Party at fault to remedy the reported problems. If, after the expiration of the 15-day period granted, the reported problems have not been remedied, the Party that is not at fault will be able to consider this Agreement terminated by law, without delay and without the intervention of the courts.
   3. The termination of the Contract will not affect the obligations already due between the Parties.
10. Personal data processing
    1. The personal data processed by the Company as a result of the Client's use of the DeliPal Platform, respectively the data collected by the Client from various natural persons through the use of the DeliPal Package ("Client Data") will be processed strictly for the purpose and only to the extent necessary to fulfill the obligations undertaken herein and in accordance with the Client's written instructions.
    2. The Company will act as authorized person when processing Client Data and will have the following obligations:
       1. provide reasonable assistance, information and cooperation in order to enable the Client to ensure compliance with its obligations under applicable law, including responding to requests from data subjects to exercise their rights in relation to their personal data and to allow and contribute to reasonable audits carried out by or on behalf of the Client's supervisory authorities.
       2. communicate to the Client, within 48 hours of the discovery by the Company, of any event that involves any compromise of the confidentiality, integrity or availability of the Client's Data and/or the networks, systems or databases on which the Client's Data are stored, transmitted or processed, including, but not limited to, the accidental, unlawful or unauthorized disclosure, use, viewing, destruction, loss, modification, acquisition or access of Client Data ("Security Breach") .
       3. promptly respond to all Client inquiries regarding the Company's processing of Client Data and, within (1) business day of receipt, notify the Client of any inquiries received from a data subject or data protection authority or from another government regulatory authority regarding the Company's processing of Client Data.
       4. implements and maintains appropriate technical and organizational measures in relation to the processing of Client Data, so as to ensure an adequate level of security in respect to the Client Data it processes.
       5. ensures that its employees and agents authorized to process Client Data have undertaken to maintain confidentiality or are under a legal obligation of confidentiality.
       6. does not disclose or make available to third parties Client Data, unless:
          1. the third party is a subcontractor that processes Client Data in connection with the fulfillment of the Company's obligations under this document;
          2. The Company sent the Client a prior written notification regarding their use by the subcontractor; and
          3. The Company has entered into a written contract with the subcontractor that requires the subcontractor to comply with terms substantially equivalent to those set forth in this agreement regarding the processing and protection of Client Data.
       7. The Company shall be responsible for all its subcontractors in respect to the processing and protection of Client Data and any act or omission by the subcontractor shall be deemed an act or omission by the Company;
       8. does not transfer Client Data to jurisdictions outside the EEA, except in compliance with the provisions of the General Data Protection Regulation.
11. Final provisions
    1. The provisions of this document will be supplemented with the provisions of the Romanian Civil Code, especially with the provisions relating to the contractor agreement, the sales contract and the rental contract.
    2. Each party undertakes to maintain the confidentiality of all data and information, in whatever form it may be presented (oral, written, magnetic, graphic or digital recording), made available by the other party. In this case, each party undertakes not to use this information in its own interest, to keep it under conditions of maximum confidentiality and not to disclose information to third parties, with the exception of its lawyers or consultants or at the authorities’ request when the Company has the legal obligation in this regard.
    3. Information that the Company can prove was previously public and/or for reasons other than the fault and without any implication of the Company or its employees do not represent confidential information.
    4. The Parties are exonerated from any responsibility for the partial or total non-fulfillment of the contracted obligations, if the Parties are under the effect of force majeure, confirmed by the Romanian Chamber of Commerce and Industry / other competent authority.
    5. The Client expressly consents for the name of the Client, as well as its quality as a client / partner of the Company, to be publicly communicated by the Company for promotional purposes, including through the mass media (e.g. print media, TV), on the Website, in promotional materials or offers issued by the Company.
    6. This document, the Order and any other document, notification, agreement or convention signed, issued or concluded in connection with this document, the Order or the use of the Platform are governed by and will be interpreted according to the provisions of Romanian law.
    7. Any dispute arising from or in connection with this document or, in general, in connection with the use of the Platform, will be resolved as far as possible amicably by the parties, through discussions and negotiations. Any dispute that cannot be resolved amicably within 15 (fifteen) business days of its occurrence will be resolved by the competent courts.