GENERAL SERVICES PROVISION AGREEMENT

This General Service Agreement (hereinafter – the Agreement) is a binding legal agreement between you (an individual or one entity) (hereinafter – You or Your) and “Greet” and regulates your right to use the software of catering establishments (hereinafter – the Software).

Last updated on 09/03/2022

1. Terms

1.1. “Software” means the catering menu administration, order acceptance and/or order payment Software owned by “Greet”, as well as related proprietary media, printed materials, any related documentation (including any electronic documentation ), as well as any updates and modifications to the products provided to you by “Greet” listed above.

1.2. “You” and/or Partner means the legal entity that has acquired the right to use the Software and has become a party to this Agreement (accepting these licence terms).

1.3. “End User Licence” is a legal agreement between “Greet”, the author of the Software programs, and You.

2. Licence scope

2.1. The software is licensed, not sold. This Agreement entitles You only to use the Software. If you are not granted more rights under applicable law or other written agreement with “Greet” despite this limitation, you may use the Software only as expressly permitted in this Agreement. In doing so, you must comply with any technical restrictions on the Software that permit you to use it only in certain ways.

2.2. Subject to your compliance with the terms of this Agreement, “Greet” grants you a personal, non-sublicensable, non-transferable, non-exclusive paid (or free of charge as provided in the Annexes to the Agreement) licence to use the Software only for specific legal entities and end-user entities. Each additional legal entity or division requires a separate licence.

3. Usage rights

3.1. You have the right to use only the licences you have purchased.

3.2. One licence entitles You to use only one copy of the Software only in the specific specified legal entities or divisions listed in the Annex to the Agreement.

4. Rights

4.1. “Greet” is the sole and exclusive owner of all intellectual property rights in the Software during and after the execution of this Agreement. “Greet” intellectual property rights are absolute and without limitation, including but not limited to a specific territory or time period.

4.2. You may use the Software and/or Modifications only for their intended purpose. You have the right to develop the Software as you see fit by implementing these changes only through “Greet”. This means you can order specific changes if they are made via “Greet”. Nevertheless, You have no right, among other things, to use in any way the licensed copy of the Software or modifications to the Software made by “Greet” or to reproduce, adapt, transform, arrange, change, modify, distribute or otherwise transfer to third parties, lend to other parties, export, import, publicly display originals or copies of the Software or modifications, and publicly announce them in any form and by any means, including, without limitation, unless otherwise agreed.

4.3. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Notwithstanding any other terms, the Software is licensed and not sold.

4.4. During the term of the Agreement, “Greet” has the right to use your name, logo and/or brand as a Partner reference in marketing materials published by “Greet” (e.g. website, publications, presentations, etc.).

4.5. “Greet” has the right to apply additional platform fees to customers in accordance with the principles of dynamic pricing and to cover service availability costs and/or payment processing costs.

5. License Fee, Term and Termination

5.1. Your right to use the Software is subject to payment of a licence fee.

5.2. The licence fee payment procedure and termination conditions are specified in the order documents and other appendixes of this Agreement, if such are (will be) signed.

5.3. The licence is granted for a period of 12 (twelve) months, unless otherwise agreed in the Annexes to the Agreement.

5.4. The licence is automatically renewed for an unlimited number of times in accordance with a term stated in 5.3 clause of the Agreement, unless you notify of your intention not to renew the Agreement 30 (thirty) calendar days in advance.

5.5. “Greet” reserves the right to terminate or suspend any services at any time, for any reason and without prior notice. Despite this, we will put our maximum effort to make sure that services are being provided continuously without any interruption and any changes would be informed in writing as early as possible.

5.6. You may terminate this Agreement at any time by notifying “Greet” in advance. If you terminate the Agreement before the end date of the Agreement, the License Fee will not be refunded.

5.7. If you are late in paying for services for more than 30 (thirty) calendar days, “Greet” has the right to unilaterally suspend the provision of services and/or cancel the License.

6. Confidentiality

6.1. You agree to keep the Software and any data or databases contained therein confidential and not to disclose the Software to any third party without the express written consent of “Greet”.

6.2. You and “Greet” agree that all terms of this Agreement (including, but not limited to, the License Fee, Software functionality, and other obligations of the parties) shall be considered confidential information, and its disclosure shall constitute a material breach of the Agreement, allowing for immediate termination of this Agreement and cancellation of the License.

7. Invincible force

7.1. Neither party shall have any liability for any loss or failure to perform due to causes beyond their control, including but not limited to power outages, telecommunications disruptions or other causes beyond their control.

8. Limited Warranty

8.1. During the entire term of the License, from the day you start using the Software (hereinafter referred to as the “warranty period”), “Greet” warrants that the Software will function substantially in accordance with the published specifications. This warranty does not apply to any Software that has been abused, misused, altered, neglected, or repaired or installed without authorization.

8.2. Notwithstanding any other provision herein, “Greet” entire liability and Your exclusive remedy for breach of the foregoing warranty shall be at “Greet” sole discretion and expense: i) repairing or replacing the Software with Software that conforms to the warranty, or ii) a refund of the licence fee you paid for the Software.

8.3 In all cases, “Greet” undertakes to make maximum efforts to maintain the uninterrupted operation of the Software, to improve it and to resolve incidents as quickly as possible.

9. Disclaimer of Warranty

9.1. This limited warranty is the only warranty made by “Greet”. Except as noted above, the Software is provided as is, and “Greet” makes no additional warranty for the Software. “Greet” expressly disclaims any other warranties, express or implied, including without limitation any implied warranties of merchantability, usage for a particular purpose or non-infringement. In addition, “Greet” does not warrant the results of use or that the Software will be error-free or that its use will be uninterrupted. “Greet” does not and cannot guarantee the results you may obtain from using the Software.

10. Limitation of Liability and Relationship of Parties

10.1. Notwithstanding anything else herein, under no circumstances and under any theory of law, including, but not limited to, tort, contract, negligence, strict liability or otherwise, “Greet” shall not be liable to You or any other person for (i) any punitive, direct or indirect, special, incidental or consequential damages of any kind, including, but not limited to, damages for lost profits, loss of goodwill, work stoppage, accuracy of results, equipment failure, or damages arising out of Your use of the Software; or (ii) for any event beyond “Greet” reasonable control. “Greet” maximum liability for any damages arising out of this Agreement is limited to the licence fee you have paid for a licence to the Software within the last 12 (twelve) months.

10.2 When managing the platform, “Greet” acts only as an information society service provider and is not a party to the sales contract. “Greet” is not a provider of goods or delivery services and is in no way responsible for the performance of the sales contract.

10.3 While managing the platform, “Greet” acts as the Partner’s representative, mediating the Sales Agreements concluded by the Partners and its customers. As a representative in this Agreement, “Greet” is authorised by each Partner to receive payments from customers in favour of a specific representative and to distribute the received funds among the partners in accordance with this Agreement.

11. Partner’s obligations

11.1. The Partner should try to ensure the availability of all goods that are on the “Greet” platform.

11.2. The Partner must ensure that the customer’s order is consistent with what the customer submitted using the “Greet” platform and, where possible, the customer’s special instructions and requests are taken into account. The Partner must ensure that the products are delivered to the customer:

– correspond to the product description provided on the “Greet” platform

– are not hazardous to health or the environment

– have been properly manufactured or prepared and are otherwise safe, of high quality, at the correct temperature for consumption by the customer, if they are food products.

11.3. The prices of goods indicated on the “Greet” platform cannot be more expensive than the price of the same product in the Partner’s restaurant, cafe or other place.

11.4. The Partner cannot charge the client any additional fees for using the “Greet” platform, unless otherwise stated in the Special Terms.

11.5. The Partner is fully responsible for the information (including product prices, descriptions, photos) that he uploads to the “Greet” platform, or if “Greet” does it for the Partner in appropriate cases.

11.6. The Partner undertakes to issue cash register receipts to customers for the price and quantity of goods ordered through the “Greet” platform.

12. Payments

12.1 The Partner confirms its understanding that all payments made are collected and administered by a third party. “Greet” is only a service provider that helps the Partner to more easily administer the menu, accept orders and settle bills.​

12.2. ​Other fees related to the initiation and/or processing of payments, including but not limited to chargebacks, refunds and other fees, are paid by the Partner in accordance with the pricing and terms of the selected payment service provider.

12.3. All payments that “Greet” helps to collect for the Partner are transferred to the account indicated by the Partner at the agreed frequency. “Greet” undertakes to keep the collected funds separate from the current funds of its business until they are transferred to the Partner. The collected funds are immediately considered to belong to the Partner from the moment when “Greet” collects them in its account, but for the convenience of the parties, the collected funds will be transferred to the Partner’s account on a regular basis and at a frequency agreed upon by the parties.

12.4. For “Greet” services as an intermediary agent for sales contracts, each Partner must pay a commission fee for each order placed by the Partner’s customer using the Software. The commission fee is calculated as a percentage of the total price of the sold goods during the reporting period, as agreed between “Greet” and the Partner in the appendix of the Agreement.

12.5. All payments between “Greet” and the Partner will be made by settling amounts to the extent possible.

13. General provisions

13.1. This Agreement constitutes the entire agreement between the parties regarding this licence and supersedes all prior agreements and representations between them. This Agreement may be amended only in writing signed by both parties to the Agreement. If any provision of this Agreement is held to be illegal or unenforceable, that provision shall be limited or severed to the extent necessary to make it legal and enforceable, and the other provisions of this Agreement shall remain in full force and effect. “Greet” failure to act after a breach of this Agreement does not constitute a waiver of liability to you or others and does not limit “Greet” rights with respect to such breach or any subsequent breaches. This Agreement is intended for you personally and may not be assigned or transferred for any reason without the prior written consent of “Greet”, and actions in violation of the above terms shall be void and of no effect. This Agreement is regulated and interpreted in accordance with the laws of the Republic of Lithuania. All disputes related to this Agreement or arising from it shall be resolved in the competent courts of the Republic of Lithuania.

14. Confirmation

14.1. By using the services provided by “Greet”, you acknowledge that you have read all the terms of this Agreement (including the disclaimer of warranty, limitations of liability and remedies), have understood them, considered them and agree to enter into this Agreement and be bound by it.