Gustix Business Service Terms
1. Parties, scope and formation
1.1 These terms govern the supply by SMARTEDTECH SL, B66970831, Carrer Agricultura, 16, 1º, 9ª, 08320 El Masnou, Barcelona, Spain (the Operator) of the Gustix platform service to a business customer (the Customer): a restaurant group, hospitality operator, corporate dining buyer or other legal person that orders a platform plan, seats, integrations or managed services described in an Order Form (ENT-02).
1.2 The Customer is the legal person identified in the Order Form. The person who signs or clicks the order represents that they are authorised to bind the Customer; the Operator verifies that authority under REG-01 before activating the tenant.
1.3 The contract is formed on signature of the Order Form by both parties or, for a standard plan order, on the Customer's click on the button labelled "Order with obligation to pay" and the Operator's order confirmation. A website enquiry, a quote or a demo does not form a contract.
1.4 Document precedence: the Order Form; the Data Processing Agreement (DAT-01) for processing obligations; these terms; the Provider Online Registration Terms (PRO-01) where the Customer also lists restaurants. A restaurant listed by the Customer remains the supplier to consumers under PRO-04.
2. Service, delivery and acceptance
2.1 The Operator provides the features, user seats, tenants and integrations named in the Order Form, the support in clause 7, and access to the acceptance and audit records for the Customer's tenant.
2.2 Deliverables with acceptance criteria (configuration, integration, data migration) are accepted when they meet the criteria in the Order Form or when the Customer has used them in production for 10 business days without a written rejection identifying a material failure.
2.3 Changes to scope are agreed in writing by a change order stating the price and timing. The Customer provides access, accurate instructions and timely decisions; the Operator is not responsible for delay caused by the Customer's dependencies or by a third party named in the Order Form.
3. Fees, taxes, payment and invoicing
3.1 Prices are those shown on the price page or order summary at the time of order. Prices for business customers are shown excluding VAT unless stated. The Operator may change prices for future periods with at least 30 days' notice; a price change does not affect a period already paid.
3.2 Payments are processed by the payment service provider identified at checkout. The Operator does not store full card numbers. Bank transfer is available only where the order summary states so and only to the account stated on the invoice issued by the payee.
3.3 Where a restaurant is the seller, the restaurant's price, taxes, fees and refund rule apply to that supply; the Operator's platform fee, if any, is shown separately.
3.4 Invoices are issued electronically to the billing email on the account. Business customers agree to receive electronic invoices.
3.5 Overdue business invoices accrue interest at the statutory commercial late-payment rate and reasonable recovery costs; the Operator may suspend the service for a business customer on 7 days' written notice of non-payment.
3.6 The Customer pays undisputed amounts when due and notifies a disputed amount in writing within 15 days of the invoice with reasons; the parties resolve the dispute within 30 days.
4. Term, renewal and termination
4.1 The initial term and renewal term are those stated in the order. The subscription renews automatically for successive renewal terms unless either party gives written notice of non-renewal at least 30 days before the end of the current term.
4.2 Fees for a term are non-refundable except as expressly stated in the SLA credit clause. Annual prepaid fees are not refundable on early termination by the customer for convenience.
4.3 Either party may terminate for material breach not cured within 30 days of written notice. The Operator may terminate immediately for non-payment after notice, unlawful use or a threat to the security of the platform.
4.4 On termination the Customer's data is available for export under clause 7.4 and then deleted under C16; accrued fees, confidentiality and clauses 8 to 11 survive.
5. Customer obligations
5.1 The Customer manages its own tenant administrators, users and roles; keeps credentials secure; uses the service lawfully; and does not access another tenant, resell the service, or reverse-engineer the platform.
5.2 Where the Customer lists restaurants, each restaurant's menu, prices, allergen information, hygiene and fulfilment remain the responsibility of the restaurant as food supplier (C27), and the Customer warrants that it has authority to list it.
5.3 Integrations (POS, booking systems, payment) use only the documented endpoints and the Customer's tenant scope.
6. Data processing
6.1 Where the Operator processes personal data on the Customer's behalf (staff accounts, the Customer's guest records in its tenant), the Data Processing Agreement (DAT-01) is signed with the Order Form and governs. For platform-level records the Operator is a controller under the Privacy Notice (PUB-02).
7. Service levels and support
7.1 Monthly uptime target: 99.5% measured at the API edge excluding scheduled maintenance (notified 48 hours in advance, max 8 hours/month) and force majeure.
7.2 Service credits: 99.0–99.49% → 5% of monthly fee; 98.0–98.99% → 10%; below 98.0% → 20%. Credits are claimed within 30 days and applied to the next invoice. Credits are the sole remedy for availability shortfalls.
7.3 Support: business days 09:00–18:00 CET; P1 response 1 hour, P2 4 hours, P3 next business day.
7.4 Data export on termination: available in a machine-readable format for 30 days after termination; thereafter deleted under C16.
8. Content and intellectual property
8.1 You retain ownership of content you upload. You grant the Operator a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, adapt, display, distribute and create derivative works of your content for the purpose of operating, promoting (listing content only) and improving the service, for the term of your account plus the period required for backup and legal retention.
8.2 You warrant that your content does not infringe third-party rights and is not unlawful.
8.3 The Operator may remove or restrict content that it reasonably believes is unlawful, infringes these terms or creates a risk to users, and will inform you of the reason and the review route.
8.4 All platform software, designs, models, trade marks and data compilations are owned by the Operator or its licensors. No licence is granted except as stated.
9. Confidentiality
9.1 Each party keeps the other's non-public business, technical and security information confidential, uses it only for this agreement, limits access to personnel who need it and are bound by confidentiality, and returns or deletes it on request after termination, subject to legal retention. Disclosure required by law or a regulator is permitted with prior notice where lawful. This clause survives for 5 years after termination.
10. Changes to these terms
10.1 The Operator may amend these terms for legitimate reasons: changes in law, in the service, in security or fraud prevention, in the payment provider, or to clarify wording. The Operator notifies you of material changes by email and in-product at least 30 days before they take effect (immediately where required by law or security).
10.2 If you do not accept a material change, you may terminate before it takes effect and receive a pro-rata refund of any prepaid period affected. Continued use after the effective date is acceptance; for major changes the service asks you to confirm acceptance at your next sign-in.
10.3
11. Liability
11.1 Except for the excluded liabilities in paragraph 11.3, each party's total aggregate liability arising out of or in connection with the agreement in any contract year is limited to the fees paid or payable by the customer to the Operator under the agreement in the 12 months preceding the event giving rise to the claim.
11.2 Neither party is liable for indirect or consequential loss, loss of profit, revenue, business, goodwill, anticipated savings, or loss or corruption of data (except for the Operator's obligation to restore from its last available backup).
11.3 The limits do not apply to: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; wilful misconduct or gross negligence; the customer's payment obligations; a party's breach of confidentiality; a party's indemnity for infringement caused by its own content; or any liability that cannot be limited by law.
11.4 Service credits under the SLA are the customer's sole and exclusive remedy for service availability shortfalls.
12. Governing law and forum
12.1 This agreement is governed by Spanish law, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. The courts of the city of Barcelona have exclusive jurisdiction, without prejudice to either party seeking interim relief in any competent court.
13. Notices
13.1 Formal notices are sent by email to legal@gustix.net (to the Operator) and to the notice email in the Order Form (to the Customer), with a copy by post to the addresses in the Order Form. A notice is received on the business day after sending unless a delivery failure is reported.