Terms and conditions

Last updated on 11th September, 2024

Thank you for your interest and subscription to Grubtech and its Affiliates services (“Grubtech”, “us”, “we”) and our related applications, mobile applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Grubtech and its Affiliates regarding your use of the Service. As used herein, “you” or “your” means any entity, organization, restaurant, merchant, cloud kitchen, grocery chain, or company accessing or using the Service (“Organization”) as well as any individual end user accessing and use the Service, as applicable and hereby agreeing to these Terms. If you are accepting these Terms on behalf of a third party, you represent and warrant that you have full legal authority to bind such third party under these Terms and you have read and understood these Terms and you agree on behalf of such third party, to these Terms.

By downloading, installing, or otherwise accessing or using the Service, you agree that you have read and understood and as a condition to your use of the Service you agree to be bound by the following Terms and conditions. If you do not agree to these Terms of Service, Grubtech is not willing to provide you with access to or use of the Service.

1. Application

1.1) The terms and conditions set out below (“T&Cs”) shall apply to all subscribers of the Grubtech Software and Services (“Customers”) and shall be read in conjunction with the Grubtech Contract entered into between Grubtech and its Affiliates (“Grubtech”) and its Customers (the “Contract” and collectively with these T&Cs, the “Agreement”). In the event of a conflict between these T&Cs, the Service Agreement, the Schedules, and any other terms and conditions, these T&Cs shall prevail unless expressly otherwise agreed in writing between the parties.

2. Restriction of Services

2.1) Grubtech Services and Products are licensed to the Customer solely for the use of the Customer. Customer will not and will not allow third parties to use Grubtech Products and/or services in any way that is competitive with Grubtech.

2.2) The Customer shall not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Software; access all or any part of the Services, Software, or Documentation in order to build a product or service which competes with the Services. the Software and/or the Documentation; use the Services, Software, and/or Documentation to provide services to third parties, with the exception of the Authorized Users; license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, Software, and/or Documentation available to any third party except the Authorized Users; attempt to obtain, or assist third parties in obtaining, access to the Services, Software, and/or Documentation, other than as permitted under this Agreement. The Customer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services, Software, and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify Grubtech.

3. Services

3.1) Grubtech’s Products and Services are made available in accordance with Grubtech’s current service level agreements, which may be accessed online at [www.grubtech.com/support-services]. Customer acknowledges that Grubtech reserves the right to modify the scope of its service-level agreements at any time and for any reason. Support hours will vary by region. Grubtech reserves the right to suspend the provision of technical and operational support, or to change the scope of those services. Grubtech may introduce different support tiers to access technical and operational support, which may be subject to additional conditions and fees.

3.2) Customer must create a Grubtech Account and create its Grubtech credentials. Grubtech credentials cannot be shared with third parties and shall always remain confidential. Customer will immediately notify Grubtech if Customer suspects that the confidentiality of the Grubtech Credentials has been compromised. Customer represents and warrants that it will provide accurate, complete, and up-to-date information for the creation of the Grubtech Account. Customer is fully liable for any activity occurring under its Grubtech Account.

3.3) Grubtech Products and Services are provided to the Customer by Grubtech or its Affiliates. Customers shall pay the Set-up Fee stated in the quote issued by Grubtech or its Affiliates. The scope of Grubtech Services may be documented in a separate statement of work or quote. If the onboarding of Customer is handled by a third-party, such third party is responsible (not Grubtech) and liable for completing the onboarding process.

3.4) If a Grubtech Product or Service is offered under a Subscription model (which includes Products and/or Services offered under a hybrid model), Customer may apply for a temporary suspension of the subscription. If the suspension is granted by Grubtech, it will be for a period not exceeding 30 days. Access to Grubtech’s Products and Services will be suspended until such time the Customer requests the account re-instated.

3.5) Grubtech offers subscription periods of 12 months. The Subscription Period begins on the date the subscription is activated by Grubtech. The Subscription Period shall automatically renew of an additional Subscription Period of 12 months unless the Customer provides notice to Grubtech at support@grubtech.com at a minimum of 90 calendar days’ notice. Such notice will include all information relevant to the Customer and their Grubtech Account, and the specific day of service termination. If the Subscription Period is terminated, the Customer will lose access to the data, content, transactions, and any related content in their Grubtech Account.

3.6) Grubtech grants Customer a non-exclusive, restricted, personal, non-transferable, revocable, and non-assignable license to use Grubtech Products and Services during the Term, and solely in connection with the Customer approved by Grubtech in the Territory. These Terms do not grant and shall not be construed to grant Customer with any other right than the rights expressly granted by these Terms. Any right that is not expressly granted to the Customer hereunder is reserved by Grubtech.

3.7) Grubtech shall, during the Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this Agreement.

3.8) Grubtech shall use commercially reasonable endeavors to make the Services available 24 hours a day, seven days a week, except for planned maintenance carried out during the maintenance window of 2.00 am to 6.00 am UAE local time and unscheduled maintenance performed outside Normal Business Hours, provided that Grubtech has used reasonable endeavors to give the Customer at least 6 Normal Business Hours' notice in advance.

3.9) Grubtech warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement.

3.10) Grubtech undertakes that the Services will be performed substantially in accordance with reasonable skill and care in accordance with good industry practice.

3.11) Grubtech does not warrant that the Customer's use of the Services will be completely uninterrupted or error-free; that the Services, Documentation, and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and is not responsible for any delays, delivery failures, or any other loss or damage from the transfer of the transfer of data over communications networks and facilities.

3.12) This Agreement shall not prevent Grubtech from entering into similar agreements with third parties, or from independently developing, using, selling, or licensing documentation, products, and/or services that are similar to those provided under this Agreement.

3.13) Customer shall provide Grubtech with all necessary cooperation and with access to all information as may be required by Grubtech for the performance of these Terms and the provision of Grubtech Products and Services. Customer agrees that the information provided for the performance of the Terms and the provision of Grubtech Products and Services (including Customer Personal Data) shall be accurate, complete and up to date. Customer shall maintain all the necessary consents and permissions for Grubtech to perform its obligations under these Terms (including for the processing of Customer Personal Data) and shall perform its obligations under these Terms in a timely and efficient manner.

‍4. Fees

4.1) Grubtech Products and/or Services may be offered under a subscription model, a transactional model, or a hybrid model (which is a combination of both). Information about the applicable model for each of the Services or Products is available in the quote the Customer has signed and accepted.

4.2) Customer will provide Grubtech with complete, accurate and correct invoicing and contact information, including legal name, address, email address, name and telephone number of the authorized billing administrator, valid VAT /Tax ID number and shall update this information at the latest within ten (10) working days counted as of the moment the information changes, failing which Grubtech reserves the right to cease, suspend or interrupt access to Grubtech Products and Services, without prejudice to its right for losses, damages and costs. Failure to update invoicing and contact information does not exclude Customer’s obligation to pay invoices.The applicable terms of Fees are set forth in the Terms or in the quotes issued by Grubtech or its Affiliates. Customer has five (5) calendar days to dispute any invoice issued by Grubtech or its Affiliates by contacting finance@grubtech.com. Invoices that are not disputed within this term are deemed to be accepted by the Customer.

4.3) Subscription Fees payment are either i) three (3) months up-front payment required upon signing of this Agreement, subsequently payable quarterly in advance, within ten(10) days of the date of the invoice issued by Grubtech (“Initial Payment”) or ii) twelve (12) months upfront.

4.4) Transactional Fees are applicable to Grubtech Products and Services that are offered under a transactional model. The transactional fee applies to each and every order, and/or delivery request that is processed by Grubtech irrespective of Order Status.

4.5) Transactional Fees if applicable, are payable monthly in arrears, within fifteen (15) calendar days of the date of the invoice issued by Grubtech.

4.6) Fees are non-refundable (including if there is a delay in the onboarding process caused by the Customer). The amount of the Fees and their currencies are the ones stated in the quote issued by Grubtech or its Affiliates. Customer is required to have a current automatic payment method on file associated with the Grubtech Account unless otherwise waived. Customer authorizes Grubtech or any other third party appointed by Grubtech or its Affiliates to charge Fees on Customer’s automatic payment method. Customer will engage with third parties appointed by Grubtech to facilitate the Fee’s collection process from the Customer’s automatic payment method.

4.7) Invoices are due within fifteen (15) calendar days of issuance, if payment of an invoice is not made on time, Customer will be liable for payment, without prior notice being required, from the maturity date of the invoice until payment in full of the invoice, to the payment of default interest at a rate of 8% per annum (or the maximum permitted by law, whichever is higher), without detriment to Grubtech’s right to compensation for losses, damages, and costs effectively suffered as a result of the late payment. Grubtech reserves the right to engage a debt collector if needed.

4.8) If Grubtech has not received payment fifteen (15) calendar days after the date of such invoice, and without prejudice to any other rights and remedies of Grubtech, Grubtech, may without liability to the Customer, (with or without written notification to the Customer), disable the Customer’s access to all or part of the Services and Grubtech shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

4.9) Where Grubtech is the primary merchant for payments and the Customer is the sub-merchant, Grubtech shall be entitled to withhold or net out from the settlement amounts any outstanding amounts due (including any late payment fees) by Customer to Grubtech under this Agreement. Such netting is to be affected by a net payment arrangement whereby each month Grubtech shall calculate the difference between all unpaid amounts due by the Customer and the amounts received by Grubtech as the primary merchant for the relevant month and shall provide the Customer with a statement setting out the netted amounts and an invoice for the net amount. In the event, that the amounts due to Grubtech are less than the amount received by Grubtech, Grubtech shall remit the excess amounts to the Customer.

4.10) The Fees do not cover the costs of Third-Party Applications or integrations (except those available in Grubtech’s app store) or Payment gateway integrations or costs.

4.11) The Customer shall be responsible for providing Grubtech at least thirty (30) calendar days written notice in the event a Brand, or Location has been deactivated from use of the Services by the Customer. Grubtech shall be entitled to charge the full Subscription Fees and/or Transaction Fees for such Brand, or Location until notice has been provided or expiry of the notice period, as applicable.

4.12) Grubtech reserves the right to increase the Fees and/or change the way in which they are calculated (which may have an impact on Products and Services). Changes to the Fees will be notified with 30 calendar days’ notice to the Customer. Continued use of the Grubtech Products and/or Services after the expiration of the notice period will be interpreted and construed as Customer’s express acceptance of the updated Fee’s.

4.13) Customer may request to activate additional Brands and/orLocations by emailing support@grubtech.com. These newly activated Brands and/or Locations fall under the same payment terms as the original Fees.

5. Term and Termination‍

5.1) Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

5.1.1 the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than fifteen (15) days after being notified in writing to make such payment.
5.1.2 the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.
5.1.3 the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement.
5.1.4 the other party suspends, or threatens to suspend the payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts.
5.1.5 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts or makes a proposal for or enters into any compromise or arrangement with its creditors.
5.1.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party.
5.1.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is issued.
5.1.8 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

5.2) Grubtech may, in its sole discretion, terminate this agreement upon thirty (30) days notice in the event of a Change of Control of the Customer.

5.3) On termination of this Agreement for any reason:

5.3.1 all Licenses granted under this Agreement shall immediately terminate.
5.3.2 each party shall return and make no further use of any equipment, property, Documentation, and other items (and all copies of them) belonging to the other party.
5.3.3 Grubtech may destroy or otherwise dispose of any of the Customer Content in its possession unless Grubtech receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Content. Grubtech shall use reasonable commercial endeavors to deliver the back-up to the Customer within ninety (90) days of its receipt of such a written request, provided that the Customer has at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Grubtech in returning or disposing of Customer Content; and
5.3.4 any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

5.4) If the Agreement is terminated by Grubtech pursuant to Section 5.1, then Grubtech will retain any Subscription Fees paid under this Agreement and the Customer agrees to pay a penalty equivalent to three (3) month of the Subscription Fees and/or Transaction fees as applicable.

5.5) If the Agreement is terminated by the Customer without cause, the Customer agrees to pay an early termination payment to Grubtech equivalent to three (3) months of the Average Monthly Fees. Should the Customer without case cancel less than 5% of the total licenses subscribed to at the time of notifying Grubtech of the intent of cancelling licenses, then a one month notice is required with no termination payment. In the event the Customer without cause cancels more than 5% of the total licenses subscribed to at the time of notifying Grubtech then the Customer agrees to pay an early termination payment to Grubtech equivalent to three (3) months of the Average Monthly Fees. In the event cumulative cancellations over a six (6) month period exceed 30% of the total licenses outstanding at the beginning of the six (6) month period in question, then the Customer agrees to pay a yearly termination payment to Grubtech equivalent to three (3) months of the Average Monthly Fees attributable to the licenses cancelled.

‍6. Indemnification and Limitation of Liability

6.1) Grubtech will indemnify, defend and hold harmless Customer, Customer Affiliates and their respective directors, officers, employees and agents (the "CustomerIndemnified Party") from and against any Losses with respect to: (a) the negligence or willful misconduct of Grubtech, its Affiliates, or its or their respective employees or agents in their performance of the Terms, or; (b) any third-party claims alleging that the use of Grubtech Products or Services as permitted here under infringes or misappropriates a third party’s intellectual property right, and shall indemnify Customer Indemnified Parties as a result of, and for amounts paid by Customer under a court-approved settlement of, Losses; provided, however, that Grubtech (and its Affiliates) shall have no liability to the extent that Losses arise from Customer’s negligence, misconduct, or breach of the Terms.

6.2) Each indemnified party shall provide prompt notice to the other party of any potential claim subject to indemnification here under. The indemnifying party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the indemnified party. The indemnifying party will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of the indemnified party, which will not be unreasonably with held. The indemnified party will reasonably cooperate with the indemnifying party in the defense of a claim, at the indemnifying party’s expense.

6.3) Except for either party’s indemnification obligations, or damages arising from either party’s willful misconduct, to the maximum extent permitted by law, in no event shall Grubtech or Customer be liable for any claim for any indirect, punitive, incidental, exemplary or consequential damages, for loss of business profit, or damages for loss of business of a Merchant, Customer, or any third party arising out of these Terms, or loss or inaccuracy of data of any kind, whether based on contract, tort or any other legal theory, even if Grubtech or Customer have been advised of the possibility of such damages.

6.4) Grubtech’s combined total cumulative liability of each and every kind under these Terms shall not exceed $100 (one hundred dollars) or any equivalent thereof in local currency, and Customer’s combined total cumulative liability of each and every kind under these Terms shall not exceed $100 (one hundred dollars) or any equivalent thereof in local currency. Grubtech total cumulative liability for indemnification obligations set forth in these Terms shall not exceed $100 (one hundred dollars) or any equivalent thereof in local currency.

6.5) Customer and Grubtech hereby represent and warrant that: (i) they have full power and authority to enter into these Terms and perform their obligations hereunder; (ii) they are duly organized, validly existing and in good standing under the laws of the jurisdiction of their origin; (iii) they will comply with all Applicable Laws and regulations in their performance of these Terms (including without limitation all applicable Data Protection Laws); (iv) the content, media and other materials used or provided by such each party as part of these Terms or required for the provision of Grubtech Products and Services shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party; and (v) no consent, authorization or approval from any governmental authority or any other entity is necessary in connection with the execution, delivery and performance by either party of these Terms or any of the obligations here under.

7. Data Protection

7.1) Grubtech shall, in providing the Services, comply with all applicable laws and its Privacy Policy relating to the privacy and security of the personal data available at or such other website address as may be notified to the Customer from time to time, and such document may be amended from time to time by Grubtech in its sole discretion.

7.2) If Grubtech processes any personal data on the Customer’s behalf when performing its obligations under this Agreement:

7.2.1 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use and processing as required by all applicable data protection legislation.
7.2.2 Grubtech shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Customer from time to time; and
7.2.3 each party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction, or damage.

8. Use of Data

8.1) In the course of providing the Services, Grubtech collects data about the Customer and the Customer’s operations, including the Customer Content.

8.2) This data may be used to deliver and improve the Services provided by Grubtech.

8.3) Customer acknowledges that Grubtech and its Affiliates may use aggregated and anonymized data related to Customer’s use of the Grubtech Products and Services for multiple purposes, including but not limited to analytics, product developments or improvements, and to identify market trends. Grubtech may share aggregate data with third parties and use it for any other commercial purposes.

9. Proprietary Rights‍

9.1) The Customer acknowledges and agrees that Grubtech and/or its licensors own all intellectual property rights in the Services, Software, and Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or Licenses in respect of the Services, the Software or the Documentation.

9.2) Grubtech confirms that it has all the rights in relation to the Services, the Software, and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

9.3) The Customer grants Grubtech a non-exclusive, royalty-free license to use its logo and testimonials in Grubtech’s marketing materials or internal presentations, provided such use does not falsely imply endorsement or partnership beyond the scope of this Agreement.

10. Confidentiality

10.1) Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:

10.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
10.1.2 was in the other party’s lawful possession before the disclosure.
10.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure.
10.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or
10.1.5 is required to be disclosed by law, by any court of competent jurisdiction, or by any regulatory or administrative body.

10.2) Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.

10.3) Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

10.4) The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Grubtech’s Confidential Information.

10.5) Except as set out in Section 9.3 above, no party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably with held or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

10.6) The above provisions of this Section 10 shall survive termination of this Agreement, however arising.

11. Force Majeure

11.1) Neither Party shall have liability to the other Party under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Grubtech or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, pandemics, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the other Party is notified of such an event and its expected duration.

12. Compliance with Laws‍

12.1) Each party shall in performing their obligations under the Agreement comply with all Applicable Laws.

12.2) Anti-Bribery and Corruption. Without prejudice to the generality of Section 12.1:

12.2.1 the Customer warrants that it has not done, and in performing its obligations under the Agreement, the Customer shall not do, any act or thing that contravenes Anti-Corruption Laws;
12.2.2 the Customer warrants and undertakes that it shall comply with, and shall procure that its personnel involved in performing the Agreement shall comply with this Section17; and
12.2.3 the Customer shall immediately notify Grubtech in writing on becoming aware of, or suspecting, any failure to comply with any provision of this Section 12.

12.3) The Customer has implemented and maintains in effect policies and procedures designed to ensure compliance by the Customer and its Affiliates, and its and their respective directors, officers, employees, and agents with Anti-Corruption Laws and applicable Sanctions.

12.4) No utilization, use of proceeds, or other transactions contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.

13. Governing Law‍

13.1) This Agreement shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre (“DIFC”) in the United Arab Emirates. In the event of any dispute, difference, claim, controversy or question among the Parties, directly or indirectly, arising at any time under, out of, in connection with or in relation to this Agreement (or the subject matter of this Agreement) or any term, condition or provision hereof, including without limitation any of the same relating to the existence, validity, interpretation, construction, performance, enforcement and termination of this Agreement (a “Dispute”), the Parties shall first endeavor to amicably settle the same through consultation and negotiation conducted in good faith. In the event the Parties are unable to resolve a Dispute in accordance with the foregoing within one (1) month from the date the Dispute has arisen, such Dispute shall be referred to the courts of the DIFC.

14. Disputes and Jurisdiction‍

14.1) In the event of any dispute, difference, claim, controversy or question among the Parties, directly or indirectly, arising at any time under, out of, in connection with, or in relation to this Agreement (or the subject matter of this Agreement) or any term, condition or provision hereof, including without limitation any of the same relating to the existence, validity, interpretation, construction, performance, enforcement and termination of this Agreement (a “Dispute”), the Parties shall first endeavor an amicable settlement by good faith consultation and negotiation.

14.2) If the Parties are unable to resolve the Dispute by good faith consultation and negotiation within one (1) month from the date the Dispute has arisen, each party irrevocably agrees that the courts of the DubaiInternational Financial Centre (DIFC) shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). For disputes under AED 1,000,000 in value, the Parties agree to exclusively hear the matter in the Small Claims Tribunal at the DIFC Courts.

15. Definitions‍

15.1) The definitions and rules of interpretation in this Section apply in the Agreement.

“Agreement” means terms and conditions of the agreement between Customer and Grubtech.

“Affiliates” means any entities that are directly or indirectly controlled by, in control of, or under common control with the Customer, where ‘control’ refers to the ownership of at least 50% of the voting stock or other ownership interests.

“Applicable Law” means all applicable federal, emirate, and free-zone laws, enactments, decrees, orders (having the force of law), regulations, regulatory policies and guidelines, industry codes, regulatory permits and Licenses which are in force, and any applicable requirement of any person who has regulatory authority that has the force of law.

“Anti-Corruption Laws” means all Applicable Laws, codes, and sanctions relating to the prevention, prohibition, or outlawing of bribery, money laundering, or similar and illegal activities, in the Territory or any other jurisdiction relevant to the performance of the Services.

“Authorized Users” means Affiliates of the Customer set out in the Contract Details, those employees, agents, and independent contractors of the Customer who are Authorized by the Customer to use the Services, Software, and Documentation.

“Average Monthly Fees” means the average value of the monthly Subscription Fees and Transaction Fees of the three (3) months prior to termination.

“Business Day” means any day of the year on which national banking institutions in the Territory are open to the public for conducting business and are not required or authorized to close.

“Brand” means any word, name, symbol, and trademark (whether registered or unregistered) used to identify a restaurant, kitchen, or hotel system operated by the Customer directly or indirectly.

“Customer” or “you” means an individual and/or legal entity whose information was provided in the self-signup flow, who has a contractual relationship with Grubtech to use any or all the Grubtech Products as a result of accepting these Terms.

“Change of Control” means (i) a transaction or series of related transactions in which any person or group becomes the beneficial owner directly or indirectly, of more than 50% of the out standing voting securities of a person having the right to vote for the election of members of a person’s board of directors; (ii) any reorganization, merger or consolidation of a person, other than a transaction or series of related transactions in which the holders of the voting securities of the person outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of a person or such other surviving or resulting entity; or (iii) a sale, lease or other disposition of all or substantially all of the assets of a person.

“Change Request” (The Customer can request the provision of additional Services (including any additional Modules or Location(s)), which shall be submitted to Grubtech in the form of an email to support@grubtech.com or to the assigned account manager and once accepted by Grubtech will form part of this Agreement.

“Confidential Information” refers to the following items Grubtech discloses to Customer: (a) any document Grubtech marks “Confidential”; (b) any information Grubtech orally designates as “Confidential” at the time of disclosure, provided Grubtech confirms such designation in writing within 7 Business Days; (c) the Documentation, whether or not marked or designated confidential; (d) any other nonpublic, sensitive information Customer should reasonably consider a trade secret or otherwise confidential; or (e) any information identified as Confidential Information in Section 12.4 of these Terms and Conditions. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Customer’s possession at the time of disclosure; (ii) is independently developed by Customer without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Customer’s improper action or inaction; or (iv) is approved for release in writing by Customer. The customer is on notice that the ConfidentialInformation may include Grubtech’s valuable trade secrets.

“Contract Details” means the section of the Service Agreement so headed, which contains details agreed between the Customer and Grubtech regarding specific requirements of the Customer in respect of Services to be delivered by Grubtech.

“Commencement Date” is the date payment was received, as per the Contract.

“Customer Content”is the data inputted by the Customer and Authorized Users for the purpose of using the Services, including but not limited to menu descriptions, ingredients, recipes, prices, and store information.

“Documentation” is the information made available to the Customer by Grubtech online via https://www.grubtech.com/knowledge-base or such other web address notified by Grubtech to the Customer from time to time which sets out a description of the Services and the user instructions, guides, and tutorials for the Services.

“Fees” are the fees payable by the Customer to Grubtech for the Services, which include the Subscription Fees, Financial Transaction Fees, Hardware Fees, and/or Inactivity Fees as set out in the Service Agreement and any additional fees agreed to in a Change Request.

“Gross Merchandise Value (GMV)” the total value of all orders processed through the Software, as reported by the Software, excluding discounts and applicable taxes. All transactions will be included in GMV, regardless of order, return or credit status. For purposes of calculating GMV, GMV is converted to the appropriate currency stated in the Contract Details on a monthly basis (using Greenwich Mean Time +4 (GMT+4) as the standard time) applying the applicable rate at [www.xe.com] or such similar service that Grubtech reasonably designates from time to time.

“Grubtech Products and Services” shall mean any and all products and services provided by Grubtech and its Affiliates.

“Grubtech Account” shall mean Customer’s account on GrubCenter where all applicable products, services, and content reside.

“Inactivity Fee” is the fixed monthly fee, prorated on a daily basis, payable by the Customer to Grubtech for each Brand per Location that is not utilizing the Services.

“Initial Term” the initial term of this Agreement as set out in the Contract Details.

“Location(s)” shall mean any discrete location at which a Customer conducts its business operations.

“Modules” means the Modules set out in the Contract Details (which may be renamed by Grubtech at its sole discretion from time to time) and more specifically described in the Documentation and any other modules released by Grubtech and requested by the Customer in a Change Request.

“Normal Business Hours” 8.00 am to 6.00pm UAE Local Time, each Business Day.

“Order” means any order placed through or with the assistance of the Software; and “Orders” shall be construed accordingly.

“Order Status” means the status of an Order, being accepted, canceled, rejected or refunded.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State; or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.

“Services” are the services provided by Grubtech to the Customer under this Agreement including the Software and Change of Request.

“Setup Fees” are one timeFees related to onboarding a Customer onto Grubtech Products and/or Services.

“Software” is the online software applications provided by Grubtech as part of the Services, including the selected Modules as more specifically described in the Documentation.

“Subscription Fees” are the fees payable bythe Customer to Grubtech for the Services, which are more particularly set outin the Contract Details of the Service Agreement and any Change Request, asapplicable, from time to time.

“Subscription Period” shallmean the period of time of active subscription for the Customer.

“Support Services Policy” Grubtech's policy for providing support in relation to the Services as made available at grubtech.com/support-services or such other website address as may be notified to the Customer from time to time.

“Terminals” means Customer’s computer hardware capable of running an internet browser and shall specifically include Customer’s desktop and laptop computers and tablets and mobile devices running iOS and Android.

“Third Parties” means any third-party integration partners including but not limited to third party points of sale solutions, ERP systems, food aggregators, third party logistics providers and payment gateways, but excludes any third parties subcontracted by Grubtech to develop the Software.

“Transaction Fees” the fees payable on each order placed on the Customer’s Direct Website which are set out in the Contract Details and any Change Request.

“Term” has the meaning given in clause 8 of the Contract (being the Initial Term together with any subsequent Renewal Periods).

“Territory” means the jurisdiction wherein the Services are provided under the Service Agreement.

“Virus” anything or device (including any software, code, file, or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network, or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

15.2) Clause, section, schedule, and paragraph headings shall not affect the interpretation of this Agreement.

15.3) A person includes an individual, corporate or unincorporated body (whether or not has a separate legal personality) and that person's legal and personal representatives, successors, or permitted assigns.

15.4) A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement and shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

15.5) A reference to writing or written includes e-mail.

15.6) References to clauses and schedules are to the clauses and schedules of the Service Agreement; references to sections are to the sections of these Terms and Conditions; references to paragraphs are to paragraphs of the relevant schedule to the Service Agreement.