Public Offer and Platform Terms

QASTIO PUBLIC OFFER AND PLATFORM TERMS

Version 2.2

Publication date: 13 May 2026 | Operator: CHATROOM DOO BEOGRAD | Governing law: Republic of Serbia | Website: https://menuwithai.com/

CONTENTS

1. General Provisions

2. Terms and Definitions

3. Hierarchy of Documents and Scope of Application

4. Legal Status of the Platform

5. Acceptance of the Offer and Separate Acceptance of Procurement Transactions

6. Categories of Users

7. Platform Functions and Contractual Basis

8. Digital Services for Restaurants

9. Terms for Guests

10. POS Integrations and Technical Limitations

11. Procurement Module

12. Moment of Confirmation of a Procurement Order

13. Market, Procurement, Tax and Price Risks

14. Opportunistic Procurement

15. Suppliers and Framework Supply Terms

16. Delivery, Logistics and Absence of Delivery Operator Status

17. Payment Architecture and Prohibition of Financial Activities

18. Data, Access to Necessary Information and Commercial Analytics

19. Personal Data, Privacy Policy and Cookies

20. Confidentiality, Non-Circumvention and Sanctions for Circumvention

21. Intellectual Property and Restaurant Content

22. Acceptable Use and Restrictions

23. Restaurant Obligations

24. Supplier Obligations

25. Advertising, Promotion, Ranking and Paid Placement

26. Electronic Actions, Logs and Evidence

27. Complaints, Returns and Claims

28. Liability of the Parties

29. Limitation of Operator Liability

30. Indemnity and User Warranties

31. Compliance, Sanctions, KYC/KYB and Anti-Corruption Requirements

32. Competition Law and Neutrality of the Procurement Model

33. Suspension of Access, Content Hiding and Termination of Use

34. Amendment of the Offer

35. Force Majeure

36. No Agency, Partnership or Employment Relationship

37. Governing Law and Dispute Resolution

38. Final Provisions

Appendices

1. GENERAL PROVISIONS

1.1. This Qastio public offer and platform terms (the “Offer”) govern access to the Qastio digital platform, its website, applications, personal accounts, interfaces, API, POS integrations, QR menus, order system, analytical tools, procurement module and related services.

1.2. The Operator of the Platform is CHATROOM DOO BEOGRAD, company registration number 21844616, tax identification number (PIB) 113317904, registered seat Vojvode Stepe 79, 11000 Belgrade, Vozdovac, Republic of Serbia, email [email protected], website https://menuwithai.com/, represented by Georgy Ronn, Director (the “Operator”).

1.3. Qastio is a digital and procurement infrastructure for the restaurant market. The basic logic of the Platform is a free digital layer for connecting Restaurants, a data layer for aggregating demand, a procurement layer for procurement optimization and an infrastructure layer for scaling.

1.4. This Offer applies to Guests, Restaurants, Suppliers and other users only to the extent corresponding to their role and the Platform function actually used by them.

1.5. If a separate written agreement has been concluded between a user and the Operator, such agreement shall prevail in the relevant part.

1.6. The Operator may develop, modify, expand, restrict or discontinue individual functions of the Platform, provided that this does not violate mandatory user rights or special obligations expressly set out in a separate agreement.

2. TERMS AND DEFINITIONS

3. HIERARCHY OF DOCUMENTS AND SCOPE OF APPLICATION

3.1. This Offer is a high-level document. It does not replace separate documents required for special functions of the Platform.

3.2. In the event of any conflict, the following hierarchy of documents shall apply: (1) the specific Procurement Order, invoice or specification; (2) a separate agreement with a Restaurant or Supplier; (3) a data processing agreement or data access appendix; (4) payment provider terms; (5) the privacy policy and cookie policy; (6) this Offer; (7) marketing materials, presentations, commercial proposals and oral statements.

3.3. Marketing materials, presentations, financial calculations, demonstrations, savings forecasts and oral statements of employees are not a guarantee of any result unless such result is expressly recorded in a separate written agreement.

3.4. Any function related to online payments, procurement of goods, resale, delivery, financing, credit, warehousing, food processing or the Operator’s role as merchant of record shall operate only if a separate legally documented model exists.

3.5. The Operator may require the signing of a separate agreement or electronic acceptance of additional terms before providing POS integration, the procurement module, advanced analytics, online payments, access to suppliers or participation in a specific procurement.

3.6. As to commercial terms, the specific Procurement Order, invoice or specification shall prevail. As to personal data, cookies, data subject rights, cross-border data transfers, security and controller or processor obligations, the applicable data protection law, privacy policy, cookie policy, data processing agreement and data access appendix shall prevail.

4. LEGAL STATUS OF THE PLATFORM

4.1. The Platform is a technological, information, analytical and procurement infrastructure for the restaurant market.

4.2. The Platform is not a restaurant, food producer, food supplier, delivery operator, warehouse operator, bank, electronic money issuer, payment institution, creditor, factoring company or financial intermediary, unless otherwise expressly stated in a separate written agreement.

4.3. In the basic model, the Operator does not store, produce, label, package, transport or control the physical handling of food products, unless otherwise stated in a separate written agreement.

4.4. By default, the Operator is not a party to the sale and purchase agreement between a Guest and a Restaurant or between a Restaurant and a Supplier. The Operator provides the interface, data routing, demand aggregation, analytics and organizational support.

4.5. If, in a separate transaction, the Operator acts as buyer, reseller, agent, commission agent, marketplace operator, merchant of record or another participant in the transaction, such rights and obligations must be expressly recorded in a separate document. Such role does not arise automatically under this Offer.

5. ACCEPTANCE OF THE OFFER AND SEPARATE ACCEPTANCE OF PROCUREMENT TRANSACTIONS

5.1. Acceptance of this Offer means registration on the Platform, creation of an account, connection of a Restaurant, use of a QR menu, placement of an order by a Guest, connection of a POS, transfer of data or other actual use of Platform functions.

5.2. Acceptance of this Offer provides access to the Platform and establishes the general rules of use. In itself, it does not mean conclusion of a specific procurement transaction, confirmation of price, acceptance of an obligation to supply goods, provision of credit, consent to resale or consent to data processing beyond the scope necessary for the selected function.

5.3. Participation in a specific procurement, confirmation of a procurement offer, final agreement of a lot, acceptance of an invoice, specification or Procurement Order shall be deemed separate acceptance of the relevant procurement transaction and shall be governed by the specific Procurement Order, invoice, specification, interface confirmation or separate agreement.

5.4. From the moment of acceptance of this Offer, an agreement on the terms of this Offer shall be deemed concluded between the Operator and the relevant user in the applicable part.

5.5. The Operator may require a separate written agreement, electronic confirmation, verification of authority, verification of the legal entity, completion of KYC/KYB, provision of documents or signing of additional appendices before providing certain functions.

5.6. A user acting on behalf of a legal entity confirms that they have authority to accept this Offer, connect the relevant function, transfer data and use the Platform.

6. CATEGORIES OF USERS

7. PLATFORM FUNCTIONS AND CONTRACTUAL BASIS

8. DIGITAL SERVICES FOR RESTAURANTS

8.1. The Operator may provide Restaurants with a digital menu, QR menu, in-house ordering, takeaway ordering, Restaurant card, personal account, order acceptance and transmission, basic analytics, POS integration, synchronization of the menu and unavailable items list, technical notifications and other functions.

8.2. The Basic Digital Layer is provided free of charge within the functionality expressly indicated by the Operator as free. A 10-year free period applies only if there is confirmation of the Restaurant’s connection, expressly indicating the scope of free functionality, the period start date and the limitations of free use. Such period may additionally be recorded in a Restaurant connection agreement, connection confirmation or other document.

8.3. The Operator may not charge a fee for an already confirmed Basic Digital Layer without separate written or electronic consent of the Restaurant, unless otherwise required by applicable law or a separate agreement.

8.4. The free nature of the Basic Digital Layer does not mean that the procurement module, additional services, advertising, paid promotion, payment services, custom integrations, advanced analytics, custom development, elevated support or other functions not expressly included in the Basic Layer are free of charge.

8.5. The Operator does not guarantee the Restaurant any minimum order volume, number of Guests, revenue growth, cost reduction, customer retention or commercial result.

8.6. The Restaurant must have a backup procedure for accepting orders in case the Platform, POS, network, equipment or third-party services are unavailable.

8.7. The Operator may carry out scheduled and unscheduled maintenance, updates, interface changes and functionality changes without guaranteeing continuous availability of the Platform, unless otherwise provided by a separate SLA.

8.8. The free period may be terminated, suspended or restricted in case of breach of the Offer, abuse of functionality, cessation of Restaurant operations, change of account owner without the Operator’s consent, use of the Platform outside the agreed purpose, objective technical impossibility of supporting the relevant functionality, termination of support for third-party services, changes in legislation, discontinuation of the relevant product by the Operator with reasonable prior notice where such notice is possible and does not conflict with security, legal or technical requirements, and in other circumstances expressly indicated in the connection confirmation, Restaurant connection agreement or applicable law.

9. TERMS FOR GUESTS

9.1. A Guest uses the Platform to view menus, place in-house QR orders, place takeaway orders and obtain information about order status.

9.2. The agreement for preparation and sale of dishes is concluded between the Guest and the relevant Restaurant. The Operator transmits the order and technically provides the interface, but does not prepare food, set Restaurant prices or bear responsibility for food quality.

9.3. Before confirming an order, the Guest must check the Restaurant, order composition, price, receipt format, time, comments, allergen information and other material terms. After an order is sent, amendment or cancellation is possible only under the Restaurant’s rules and applicable law.

9.4. The Operator is not a source of medical, dietary or allergen information. Information on allergens and composition is displayed based on data provided by the Restaurant. If the Guest has an allergy, the Guest must clarify the composition directly with the Restaurant.

9.5. If an order was not transmitted to the Restaurant for a technical reason attributable to the Platform, the Operator shall provide reasonable assistance, but shall not be responsible for preparation, refund or compensation beyond mandatory legal requirements.

9.6. If the price in the Platform interface differs from the price confirmed by the Restaurant, the Restaurant’s rules and mandatory requirements of applicable law shall apply. The Operator shall provide reasonable assistance in checking the technical cause of the discrepancy, but shall not be liable for incorrect prices provided by the Restaurant or POS.

9.7. Refunds to Guests are made by the Restaurant or payment provider that actually received the payment, unless otherwise stated in a separate payment model.

9.8. By using the Platform, the Guest confirms that they have the necessary legal capacity and capability. If the Platform is used by a minor, responsibility for such use lies with the legal representative within the limits of applicable law.

9.9. A Guest may submit a complaint concerning an order, payment, refund, technical error or service quality through the Platform interface, the Operator’s email or a support channel if such channel is available. The Operator may transmit the complaint to the relevant Restaurant, payment provider or other participant actually responsible for the relevant matter.

9.10. The relevant Restaurant or payment provider, within its responsibility and applicable law, decides on food quality, order cancellation, refund, compensation or repeated performance. The Operator provides reasonable technical assistance but does not become a food seller, restaurant service provider or person obligated to refund a payment if the Operator did not receive such payment under a separate payment model.

9.11. If a dispute relates exclusively to a technical error of the Platform, the Operator checks available logs, notifications, order statuses and other technical data and informs the user of the result of the check within a reasonable period, taking into account the complexity of the request and availability of data.

10. POS INTEGRATIONS AND TECHNICAL LIMITATIONS

10.1. POS integration is provided where technically possible and depends on API availability, POS license, Restaurant permissions, connection stability, hardware settings, POS provider policy and accuracy of credentials.

10.2. The Restaurant confirms that it has the right to provide the Operator with access to the POS, API, menu data, orders, sales, unavailable items list and other information necessary for operation of the selected Platform function.

10.3. The Operator is not responsible for unavailability, API changes, malfunction, restriction, blocking or incorrect operation of the POS system, POS provider, equipment, network, third-party integration or third-party software.

10.4. The Operator may suspend POS integration in case of a security threat, data error, suspicion of unauthorized access, breach of the POS license or absence of confirmation of the Restaurant’s rights.

10.5. The Restaurant must promptly notify the Operator of any change in POS system, credentials, access rights, license, operating mode or other circumstances affecting the integration.

10.6. The Operator shall not be liable for failures, restrictions, tariff changes, blocking, errors, delays or unavailability of third-party services, including maps, hosting, cloud infrastructure, analytics services, SMS and email providers, payment services, POS providers, integrators, messengers, communication channels and other external systems, unless the relevant breach is caused by intentional actions or gross negligence of the Operator.

11. PROCUREMENT MODULE

11.1. The Procurement Module is additional and voluntary functionality. A Restaurant is not required to participate in procurement through the Platform, change current suppliers, enter into exclusive agreements or procure a minimum volume unless otherwise expressly agreed in a separate written document.

11.2. The Procurement Module may include demand aggregation, category analysis, procurement recommendations, Supplier offers, group lots, pre-orders, special lots, opportunistic offers, calculation of potential savings, request management and confirmation of terms.

11.3. By default, the Operator does not purchase goods for the Restaurant, resell goods, provide credit, finance procurement or assume the risk of non-payment, unless otherwise expressly agreed in a separate written document.

11.4. The Operator’s remuneration in the basic model may be structured as a service fee, technology fee, procurement-coordination fee, fee from the Supplier or another similar payment determined by a separate invoice, tariff, specification or procurement document.

11.5. Remuneration from a Supplier must not restrict the independence of the Restaurant’s commercial choice. If such remuneration affects ranking, display, promotion or priority of an offer, the Operator shall disclose this in the interface or separate document where such disclosure is required by applicable law.

11.6. The term “margin” applies only to a separate model where the Operator expressly acts as buyer, reseller or merchant of record. Such model does not apply automatically under this Offer.

11.7. Analytics, recommendations, savings calculations, procurement offers and other Platform materials are not legal, tax, financial, medical, sanitary or other professional advice. The Restaurant uses such data at its own commercial risk and independently decides whether to participate in procurement.

12. MOMENT OF CONFIRMATION OF A PROCUREMENT ORDER

12.1. A Restaurant’s request to participate in procurement is not a guaranteed supply and does not create an obligation of the Supplier to supply goods until written confirmation by the Supplier and final confirmation of the lot through the Platform or a separate procurement document.

12.2. The price is considered preliminary until Supplier confirmation, fulfillment of the minimum lot, and agreement of logistics, taxes, timing and other material terms.

12.3. After final confirmation of a lot, refusal by the Restaurant, change of quantity, replacement of an item, postponement of timing or return is possible only under the rules of the specific procurement document.

12.4. If the lot is not filled, the goods are unavailable, the price changes, the Supplier refuses supply or logistics becomes impossible, the Operator may cancel the offer, propose a replacement, postpone the deadline or initiate a refund through the person that actually received the payment, or through the PSP where applicable.

12.5. Bank fees, PSP fees, currency differences, chargebacks, tax withholdings and other expenses are allocated under the rules of the specific procurement document or payment provider.

12.6. If a chargeback, refund, payment dispute, PSP fee, penalty or other payment claim arose due to actions, omissions, errors, breach or inaccurate data of the Restaurant, the relevant expenses shall be borne by the Restaurant, unless otherwise established by mandatory applicable law or PSP terms.

12.7. The terms of a specific Procurement Order shall prevail over the general descriptions of the Procurement Module in this Offer.

13. MARKET, PROCUREMENT, TAX AND PRICE RISKS

13.1. Procurement offers are dynamic. The Operator does not guarantee availability of goods, unchanged price, preservation of a discount, delivery time, minimum amount of savings or repeatability of an offer.

13.2. The Restaurant accepts the risk of market price changes, unavailability of goods, partial supply, replacement of goods, changes in Supplier terms, logistics delay, currency fluctuations, tax changes and other market circumstances, unless the Operator has assumed such risk by a separate written agreement.

13.3. Potential savings indicated in the interface, presentation, manager message or analytical report are indicative until lot confirmation and are not a guarantee of result.

13.4. For B2B procurement between Restaurants and Suppliers, unless otherwise expressly stated, prices may exclude VAT, sales tax, duties, logistics, bank fees, PSP fees, currency expenses, packaging, insurance and other mandatory or related payments. For Guests, the price is displayed in accordance with applicable consumer law requirements.

13.5. The Restaurant and Supplier are independently responsible for tax accounting of their transactions, issuing invoices, fiscal documents, VAT, tax obligations, applicable declarations and retention of primary documentation, unless otherwise established by a separate legal model.

14. OPPORTUNISTIC PROCUREMENT

14.1. The Operator may offer Restaurants opportunistic procurement opportunities, including surplus, overproduction, seasonal stock, limited lots, special discounts, short-term offers and other market opportunities.

14.2. Opportunistic offers are limited by time, volume, availability, number of participants, logistics parameters and Supplier terms.

14.3. The Restaurant independently assesses the suitability of the offer, shelf life, commercial reasonableness and compliance with its activities.

14.4. The Supplier is responsible for quality, safety, labeling, documents, shelf life and compliance of the goods with applicable requirements.

14.5. The Operator may close, amend or withdraw an opportunistic offer before final lot confirmation if the goods, price, timing, documents or logistics are not confirmed.

15. SUPPLIERS AND FRAMEWORK SUPPLY TERMS

15.1. A Supplier shall be deemed to have acceded to the applicable Platform terms only after registration, signing of a framework agreement with the Supplier, written confirmation of participation, electronic acceptance or acceptance of a specific Procurement Order. Each Procurement Order sent to a Supplier must contain a reference to this Offer, the Supplier framework terms or another document governing the relevant supply. Confirmation by the Supplier of a Procurement Order, issuance of an invoice, commencement of supply, shipment of goods, transfer of documents or other performance shall be deemed acceptance of the applicable terms indicated in the Procurement Order, unless otherwise expressly established by a separate agreement or mandatory applicable law.

15.2. The Supplier confirms that it has all necessary rights, licenses, permits, certificates, warehousing, transport, sanitary and other capabilities required to supply the goods.

15.3. The Supplier is responsible for product quality, safety, conformity to description, documents, packaging, labeling, shelf life, temperature regime, return, recall, complaints, compliance with food legislation and all obligations related to the goods.

15.4. The Supplier must, upon request, provide product documents, certificates, declarations of conformity, shelf-life information, storage conditions, country of origin, batch information and product recall procedure.

15.5. The Supplier must immediately notify the Operator and affected Restaurants of any product safety risk, quality issue, batch non-conformity, product recall, shelf-life breach, regulatory risk or other circumstance that may affect use of the goods.

15.6. The Operator may require the Supplier to have liability insurance for product quality, product recall, harm to health, breach of temperature regime and other risks, where applicable to the product category or required by law.

15.7. The Supplier does not receive access to individual commercial data of Restaurants, competitor data, the full Restaurant database, individual procurement terms of other participants or information that may be used to circumvent the Platform.

15.8. The Supplier undertakes not to circumvent the Platform, not to use Platform data for direct poaching of participants, not to create competing procurement groups and not to use Platform data for unfair competition purposes.

16. DELIVERY, LOGISTICS AND ABSENCE OF DELIVERY OPERATOR STATUS

16.1. The Operator does not provide food delivery to Guests and is not a delivery operator in the basic model.

16.2. Delivery of goods from the Supplier to the Restaurant is carried out by the Supplier, a carrier engaged by the Supplier or a third-party logistics partner, unless otherwise stated in a separate procurement document.

16.3. The Operator may transmit logistics information, coordinate status and display delivery data, but shall not be responsible for physical transportation, preservation of goods, temperature regime or delay unless it has assumed such responsibility by a separate written agreement.

16.4. If the Operator engages a 3PL or logistics partner, the liability of such partner is determined by separate delivery terms, an agreement or applicable law.

17. PAYMENT ARCHITECTURE AND PROHIBITION OF FINANCIAL ACTIVITIES

17.1. The Platform is not a bank, payment institution, electronic money issuer, creditor, factoring company or financial intermediary.

17.2. Online payments are not part of the mandatory basic digital layer. A Restaurant may voluntarily enable or disable the Platform payment module at its own discretion through the Restaurant dashboard, support channel or another method made available by the Operator. Disabling the payment module applies only to future orders and does not cancel already confirmed orders, payments, refunds, chargebacks, fees or evidence obligations.

17.3. Where the voluntary payment module is enabled, payment processing is performed by a licensed PSP, bank, acquirer or other authorised provider. The Restaurant remains the seller of food, beverages and restaurant services to the Guest. The Operator provides the technical payment interface, order-status routing, PSP integration support and related platform services, but does not act as a bank, payment institution, electronic money issuer, acquirer, creditor, factoring company or holder of client funds.

17.4. For each successful Guest payment made through the voluntary payment module, the Operator may charge the Restaurant a platform service fee equal to 1% of the gross paid order amount, unless another rate is expressly agreed. This fee is charged for use of the Platform payment module and related technology services. PSP fees, bank fees, card-scheme fees, chargeback fees, currency costs, taxes and external deductions are separate unless the applicable PSP settlement report, invoice or Restaurant agreement states otherwise.

17.5. The Operator is not obligated to pay for goods on behalf of the Restaurant, does not provide credit to the Restaurant, does not finance the Restaurant’s procurement and does not assume the risk of non-payment, unless otherwise expressly agreed in a separate written document.

17.6. The payment module may use PSP split settlement, deduction from the Restaurant settlement, separate Operator invoicing, or another lawful settlement method supported by the PSP and accepted by the Restaurant. The Operator does not guarantee PSP availability, settlement timing, card acceptance, anti-fraud decisions, currency conversion or chargeback outcome.

17.7. The Restaurant is responsible for fiscal receipts, tax reporting, consumer refunds, order cancellation, food quality, delivery or pickup fulfilment, and any other obligation arising from the sale to the Guest, unless mandatory law provides otherwise. The Operator may provide technical support and logs but does not become the seller of food or restaurant services by enabling the payment module.

17.8. The full rules for the voluntary payment module are set out in the Qastio Payment Module Terms and, for Restaurants, the Restaurant Payment Module Addendum. In case of conflict, the more specific payment document prevails for payment-module matters.

18. DATA, ACCESS TO NECESSARY INFORMATION AND COMMERCIAL ANALYTICS

18.1. When connecting to the Platform, POS integration, analytics or the Procurement Module, the Restaurant grants the Operator the right to access and process all information that is necessary or reasonably required for operation of the relevant function, service support, analytics, demand aggregation, procurement optimization, fraud prevention, confirmation of actions and performance of obligations, within the connected function and lawful purpose of processing.

18.2. Necessary information may include menus, prices, categories, descriptions, photos, orders, statuses, unavailable items list, order history, sales data at item or SKU level, category sales, aggregated demand, technical logs, POS data, integration settings, information about procurement volumes, regularity, seasonality, balances, write-offs, suppliers, procurement prices, payment terms and other data necessary for the connected function.

18.3. If the Restaurant does not provide data necessary for operation of a specific function, the Operator may refrain from providing such function, restrict it, suspend integration, refuse a procurement recommendation or not accept the Restaurant into a specific procurement lot.

18.4. The Operator may use Aggregated Data for commercial purposes, including demand forecasting, negotiations with Suppliers, price analytics, category strategy, market reports, development of procurement offers, improvement of the Platform and development of the Procurement Module.

18.5. The Operator does not sell Guests’ personal data. The Operator does not disclose to Suppliers the individual commercially sensitive data of a specific Restaurant except to the extent necessary for the connected function, a specific Procurement Order, performance of supply, quality verification, logistics, claim settlement, compliance with law or cases where such disclosure is separately agreed by the Restaurant.

18.6. Access to current suppliers, procurement prices, payment terms, cost, balances, write-offs and other sensitive information shall be deemed agreed by the Restaurant upon connection of the relevant function if such access is necessary for its operation, is not prohibited by law, the POS provider or a separate agreement and is used within the lawful purpose of processing.

18.7. The Operator applies the principle of minimization to personal data, but commercial and operational data of the Restaurant may be processed to the extent necessary for the selected B2B functions of the Platform.

18.8. The Operator may rely on data received from the Restaurant, POS, Supplier or user as accurate until notification of an error is received or an obvious inconsistency is identified. The Restaurant and Supplier are responsible for the timeliness, completeness and accuracy of the transmitted data.

18.9. The Operator may use data in anonymized, aggregated or statistical form for development of the Platform, preparation of market analytics, negotiations with Suppliers and improvement of procurement offers, subject to restrictions on personal data and confidentiality.

19. PERSONAL DATA, PRIVACY POLICY AND COOKIES

19.1. Personal data is processed in accordance with applicable data protection legislation, including the GDPR where applicable.

19.2. Depending on the specific operation, the Operator may act as an independent controller, joint controller or data processor. For B2B integrations with a Restaurant, a separate data processing agreement applies after signing, electronic acceptance, inclusion in the Restaurant connection agreement or other legally sufficient accession.

19.3. The privacy policy, cookie policy and data processing agreement are mandatory related documents for the relevant Platform functions and prevail on personal data matters.

19.4. The Platform is designed with personal data minimization in mind: Guest registration is not mandatory by default, unnecessary personal data is not collected, and analytics are built mainly on transactional, aggregated and anonymized data.

19.5. In the event of a security incident, the Operator acts in accordance with applicable law, internal response procedure and notification obligations, where such obligations apply.

19.6. Strictly necessary cookies and similar technologies may be used to operate the website, application, security functions, user sessions and core Platform functionality. Analytics, advertising, tracking and other non-essential cookies or similar technologies are used only where permitted by applicable law and, where required, based on the user’s cookie consent or cookie settings. Details are set out in the Cookie Policy.

19.7. Data retention periods are determined by the Privacy Policy, data processing agreement, data retention policy and applicable law. The Operator may retain operational, commercial, accounting, log and evidentiary data for as long as necessary to perform the agreement, protect rights, audit, maintain tax accounting, prevent fraud, resolve disputes and comply with law.

19.8. The Operator may engage hosting providers, payment providers, analytics services, POS integrators, technical support contractors, developers, consultants and other subcontractors or data processors to the extent necessary for operation of the Platform, security, payments, integrations, analytics and support, subject to compliance with applicable data protection and confidentiality requirements.

19.9. The list of material processors, subcontractors or categories of such persons may be indicated in the Privacy Policy, data processing agreement or another related document. If applicable law requires notification or consent for engagement of a processor, the Operator acts in accordance with such requirement.

20. CONFIDENTIALITY, NON-CIRCUMVENTION AND SANCTIONS FOR CIRCUMVENTION

20.1. Users undertake to maintain the confidentiality of commercial, technical, procurement, pricing, analytical, integration and other information received through the Platform or from the Operator.

20.2. It is prohibited to use Platform data, Restaurant contacts, Supplier contacts, procurement terms, prices, specifications, category structure, analytical conclusions or commercial offers to circumvent the Operator, create a competing procurement group, directly poach participants or copy the model.

20.3. It is prohibited to publish, forward, disclose or use outside the permitted purpose screenshots of the interface, Supplier prices, procurement lot terms, participant lists, internal reports, commercial offers, procurement recommendations, analytics data or technical documentation without the Operator’s written consent.

20.4. The prohibition on circumvention applies during the period of use of the Platform and for 24 months after the last disclosure of the relevant information, unless another period is provided by a separate agreement.

20.5. In case of circumvention of the Platform, the Operator may suspend access, terminate the agreement, cancel a procurement offer, claim damages, recover a contractual penalty if provided by a separate agreement, and seek judicial protection.

20.6. If applicable law permits a contractual penalty, a separate agreement with the Restaurant or Supplier must provide a penalty for circumvention of the Platform, direct poaching of disclosed counterparties or use of procurement information outside the Platform.

21. INTELLECTUAL PROPERTY AND RESTAURANT CONTENT

21.1. All rights to the Platform, software code, architecture, API, design, interfaces, databases, algorithms, analytical models, procurement logic, documentation, trademarks, domains, trade names and other intellectual property objects belong to the Operator or the relevant right holders.

21.2. The user is granted a limited, revocable, non-transferable and non-exclusive right to use the Platform within its functionality and this Offer.

21.3. The user may not copy, modify, decompile, resell, lease, use to create a competing product, extract data in bulk, circumvent technical restrictions or use the Platform outside the permitted purposes.

21.4. The Restaurant grants the Operator a non-exclusive, royalty-free license, valid for the period of placement of the Restaurant on the Platform, to use the name, logo, menu, photos, descriptions, prices, opening hours, address, advertising materials and other provided materials for operation, display, promotion and technical support of the Platform.

21.5. The Restaurant warrants that the materials transferred to the Operator do not violate third-party rights, advertising requirements, copyrights, trademark rights or other applicable rules.

21.6. A user posting a review, rating, comment, photo, complaint, message or other User Content grants the Operator a non-exclusive, royalty-free right, valid for the period of placement of such content, to use, display, store, copy, moderate, delete, technically process and distribute such content for the purposes of operation, moderation, promotion, security, improvement and protection of the Platform, unless otherwise prohibited by applicable law.

22. ACCEPTABLE USE AND RESTRICTIONS

22.1. The user undertakes to use the Platform lawfully, in good faith, within the rights granted and without violating the rights of the Operator, other users or third parties.

22.2. It is prohibited to: breach Platform security; use another person’s credentials; interfere with API operation; send malicious code; distort data; create false orders; circumvent payment or procurement mechanisms; abuse discounts; use Platform data for competitive analysis without permission; violate sanctions, tax, food, advertising or other applicable requirements.

22.3. Automated data collection, parsing, scraping, automated crawling, mass downloading, data extraction, reverse engineering, data harvesting and any automated use of interfaces are prohibited unless expressly permitted by the Operator.

22.4. The Operator may introduce limits, checks, manual confirmation, anti-fraud controls, temporary blocks and additional security procedures.

22.5. It is prohibited to use the Platform for goods, services, categories or operations whose circulation is prohibited, restricted or requires special permits, unless such permits are provided, confirmed and cover the relevant operation. This includes, in particular, alcohol, tobacco, special food categories, imported goods, temperature-controlled goods, certifiable goods and other regulated categories, if applicable law requires special control.

22.6. The user may not intentionally transmit false, distorted, incomplete or manipulative data, including sales, price, balance, supplier, order, review, procurement volume, delivery status and complaint data.

23. RESTAURANT OBLIGATIONS

• maintain the relevance of the menu, prices, descriptions, allergen information and unavailable items list;

• process incoming orders in a timely manner and train staff to work with the Platform;

• have a backup order acceptance channel in case of technical failures;

• not create false orders or manipulate ratings, statistics or procurement data;

• provide lawful access to POS and data only within the rights available;

• comply with sanitary, tax, cash register, consumer and other applicable requirements;

• timely check the correctness of data transmitted from POS or the personal account;

• not use the Platform to circumvent the Operator, Suppliers or other participants;

• not disclose procurement terms, screenshots, Supplier prices, internal Platform data or commercial offers without the Operator’s consent.

24. SUPPLIER OBLIGATIONS

• provide goods that correspond to the description, specification, law, sanitary standards and safety requirements;

• provide product documents, certificates, declarations, shelf-life data, temperature regime, country of origin and batch information;

• promptly inform about unavailability of goods, price changes, lot limitations or risk of delay;

• ensure a procedure for complaints, replacement, return and recall of goods;

• immediately notify the Operator of any safety, quality, recall or regulatory breach risks;

• have liability insurance if required by law, product category or separate agreement;

• not offer through the Platform goods whose circulation is prohibited, restricted or requires special permits without providing such permits and supporting documents;

• not disclose or use Restaurant data outside the permitted purpose;

• not circumvent the Platform and not poach participants based on disclosed information.

25. ADVERTISING, PROMOTION, RANKING AND PAID PLACEMENT

25.1. The Platform may display advertising materials, promotional offers, paid placements, recommendations, special offers of Restaurants and Suppliers, as well as informational blocks.

25.2. Paid placements and advertising materials must be marked in the interface in accordance with applicable law if such marking is required.

25.3. The ranking, display and promotion procedure may take into account relevance, availability, geography, user demand, commercial placement, data quality, technical parameters and other criteria, provided that this does not violate applicable law.

25.4. If commercial placement materially affects the display order, the Operator marks this in the interface where such disclosure is required by applicable law.

25.5. Advertising and promotion are not a guarantee of sales, orders, traffic, procurement volume or commercial result.

25.6. The Restaurant is independently responsible for the accuracy, validity periods, terms, availability of goods, applicability of discounts, promo codes, promotions, special offers, bonuses and advertising statements placed through the Platform or transmitted to the Operator for placement.

25.7. The Operator may hide, change the display of or suspend a promotional material, promotion, discount, promo code or advertising offer if there is a risk of legal violation, misleading users, complaint, technical error, inaccuracy of terms or damage to the business reputation of the Platform.

26. ELECTRONIC ACTIONS, LOGS AND EVIDENCE

26.1. Personal account data, system logs, electronic confirmations, timestamps, IP addresses, email notifications, API events, POS events, records of user actions and other electronic data may be used as evidence of acceptance, order confirmation, data transfer, performance of actions, change of settings and use of Platform functions.

26.2. The user must ensure the security of their credentials. Actions performed using the user’s account are deemed to have been performed by the user until proven otherwise and provided that the Operator was not timely notified of access compromise.

26.3. The Operator may store logs and technical evidence for the period necessary for security, dispute resolution, audit, accounting, incident investigation and protection of rights.

26.4. Buttons, checkboxes and other actions in the interface, including “confirm”, “order”, “accept offer”, “participate in procurement”, “connect”, “I agree” and similar actions, have legal significance as electronic confirmation if the user was shown the material terms of the relevant action or a link to the applicable terms.

27. COMPLAINTS, RETURNS AND CLAIMS

27.1. Guest claims regarding food quality, composition, price, refund, order cancellation, preparation time and service are addressed to the relevant Restaurant. The Operator may provide technical assistance but is not a food seller.

27.2. Restaurant claims regarding quality, quantity, shelf life, completeness, documents, temperature regime, labeling or delivery time of goods are addressed to the Supplier, unless otherwise established by a specific Procurement Order.

27.3. The Restaurant must inspect the goods upon acceptance or within the period established by the Procurement Order and submit a claim with photos, report, waybill, description of the breach and other available documentation.

27.4. If the claim period is not established by the Procurement Order, the Restaurant must notify visible defects upon acceptance or within 24 hours after acceptance, and hidden defects within a reasonable time after discovery. For perishable goods, temperature-controlled goods, fresh products and other sensitive categories, visible defects must be notified upon acceptance or within the shortest possible period established by the Procurement Order, Supplier or applicable law.

27.4.1. If the Restaurant does not submit a claim within the established period, the goods may be deemed accepted without visible defects, unless otherwise established by applicable law, the Procurement Order or mandatory acceptance rules for the relevant category of goods.

27.5. Partial supply, replacement of goods, return, credit note, compensation, repeated supply and allocation of expenses are determined by the specific Procurement Order, Supplier terms, PSP terms and applicable law.

27.6. The Operator may temporarily hide the product, offer, Supplier or Restaurant pending clarification of the claim circumstances if there is a risk to Guests, Restaurants, Suppliers, the Platform or third parties.

28. LIABILITY OF THE PARTIES

28.1. The Restaurant is responsible for the legality of its activities, quality of dishes, correctness of menus, prices, processing of orders, relations with Guests, taxes, cash register operations, allergen information, sanitary standards and legality of POS access.

28.2. The Supplier is responsible for the goods, their quality, safety, documents, timing, storage conditions, labeling, conformity to specification, return, recall, complaints and compliance with applicable requirements.

28.3. The Guest is responsible for the accuracy of provided data, choice of Restaurant, checking the order before submission and compliance with the Restaurant’s rules.

28.4. The Operator is responsible for providing technological infrastructure within reasonable commercial efforts and is not responsible for actions of Restaurants, Suppliers, PSPs, POS providers, logistics operators and other third parties.

29. LIMITATION OF OPERATOR LIABILITY

29.1. To the maximum extent permitted by applicable law, the Operator shall not be liable for the quality of food or goods, actions of Restaurants, actions of Suppliers, actions of logistics operators, POS failures, API unavailability, payment failures, indirect losses, lost profits, loss of reputation, inability to obtain expected savings, absence of goods, price changes, supply disruption or erroneous data provided by the Restaurant, Supplier or POS.

29.2. The Operator’s total aggregate liability for any claims is limited to the amount of remuneration actually received by the Operator from the relevant user for the last 3 months, and if no such remuneration was received, to EUR 100, unless another limit is established by mandatory applicable law.

29.3. The limitation of liability does not apply in cases of intent, gross negligence, violation of mandatory consumer rights and other cases where limitation is prohibited by applicable law.

30. INDEMNITY AND USER WARRANTIES

30.1. The Restaurant undertakes to reimburse the Operator for losses, expenses, claims, fines and costs arising due to an incorrect menu, food quality, food safety violations, unlawful POS access, violation of Guest rights, violation of law, infringement of content rights or inaccurate data.

30.2. The Supplier undertakes to reimburse the Operator for losses, expenses, claims, fines and costs arising due to product defects, delays, absence of documents, food incidents, product recall, violation of law, inaccurate prices or circumvention of the Platform.

30.3. The user warrants that its use of the Platform does not violate third-party rights or applicable law.

31. COMPLIANCE, SANCTIONS, KYC/KYB AND ANTI-CORRUPTION REQUIREMENTS

31.1. Users undertake to comply with applicable law, including requirements relating to food safety, data protection, taxes, consumer law, competition, sanctions, export control, anti-corruption and financial crime prevention.

31.2. The Operator may conduct KYC/KYB checks, verify authority, UBOs, legal status, sanctions lists, origin of goods, Supplier documents and other information necessary for compliance.

31.3. The Operator may refuse access, suspend a function, suspend processing of a procurement request until completion of checks, request documents, terminate relations or report to competent authorities if signs of compliance violations are identified.

31.4. Bribes, kickbacks, hidden bonuses, informal arrangements, conflicts of interest, fictitious transactions, circumvention of the Platform, manipulation of procurement data and actions capable of harming the Operator, users, the business reputation of the Platform or the lawful interests of third parties are prohibited.

32. COMPETITION LAW AND NEUTRALITY OF THE PROCUREMENT MODEL

32.1. The Platform’s procurement model is based on voluntary participation, absence of mandatory exclusivity and independent commercial decisions of participants.

32.2. The Platform is not intended for price fixing, market allocation, coordination of competitor conduct, exchange of competitively sensitive information between Restaurants or Suppliers, restriction of suppliers or forced switching of Restaurants.

32.3. The Operator may introduce rules, restrictions and procedures aimed at preventing competition violations, including data aggregation, non-disclosure of individual Restaurant data, prohibition of coordination and access control for analytics.

33. SUSPENSION OF ACCESS, CONTENT HIDING AND TERMINATION OF USE

33.1. The Operator may temporarily or permanently restrict user access in case of breach of the Offer, suspicion of fraud, security threat, unauthorized access, non-performance of payment obligations, conflict of interest, violation of law or threat to other users.

33.2. The Operator may hide a Restaurant, dish, product, Supplier, procurement offer, advertising material, review or other content in case of suspicion of legal violation, complaint, risk to Guests, inaccurate data, security threat or threat to the business reputation of the Platform, in accordance with moderation rules, applicable law and platform transparency requirements where such requirements apply.

33.2.1. If the Platform contains reviews, ratings, public complaints or user assessments, the procedure for their publication, moderation, hiding, verification and deletion is determined by a separate moderation policy. Such policy is a mandatory related policy for the relevant function.

33.3. The user may cease use of the Platform unless otherwise provided by a separate agreement. Termination of use does not release the user from obligations arising before the termination date.

33.4. After termination of access, the Operator may retain data within the limits necessary to comply with law, protect rights, audit, maintain accounting records, prevent fraud and comply with data retention policies.

33.5. The Operator may restrict, deactivate or delete an inactive account after notifying the user, provided this does not violate mandatory requirements for data retention, accounting, protection of rights or applicable law.

33.6. Transfer of an account, change of Restaurant owner, transfer of control over a legal entity, change of the actual business operator or transfer of access to a third party requires notification to the Operator and may require re-verification, confirmation of connection terms, update of documents, new acceptance or restriction of individual functions.

34. AMENDMENT OF THE OFFER

34.1. The Operator may amend this Offer. A new version enters into force from the moment of publication unless another term is specified in the new version.

34.2. Continued use of the Platform after publication of a new version means the user’s consent to the updated terms.

34.3. Material changes affecting procurement obligations, payments, data processing or liability may require separate notification or renewed consent where required by applicable law.

34.4. Amendments to the Offer do not apply retroactively to already confirmed Procurement Orders, invoices, specifications or other obligations unless otherwise expressly agreed by the parties or required by applicable law.

34.5. The Operator may notify users of amendments to the Offer through the website, application, personal account, email, push notification, message in the interface or another available communication channel. Publication of a new version on the website or in the Platform interface is sufficient notice unless applicable law requires another procedure.

35. FORCE MAJEURE

35.1. The parties are released from liability for non-performance of obligations caused by circumstances beyond reasonable control, including natural disasters, wars, strikes, supply disruptions, network failures, actions of public authorities, epidemics, sanctions, payment blockages, accidents, cyberattacks and other force majeure circumstances.

35.2. Market and procurement risks are governed by section 13 and shall not automatically be considered force majeure if applicable law requires another legal standard for force majeure.

36. NO AGENCY, PARTNERSHIP OR EMPLOYMENT RELATIONSHIP

36.1. Nothing in this Offer creates an agency, partnership, employment, franchise, representative or joint relationship between the Operator and users unless otherwise expressly stated in a separate written agreement.

36.2. Users act independently in their own interests, bear their own commercial, tax and operational risks and may not state that they act on behalf of the Operator without separate written authority.

37. GOVERNING LAW AND DISPUTE RESOLUTION

37.1. This Offer is governed by the laws of the Republic of Serbia.

37.2. The parties shall seek to resolve disputes through negotiations within 30 calendar days from receipt of a written claim.

37.3. If a dispute is not resolved through negotiations, it shall be submitted to the competent court in Belgrade, Republic of Serbia, unless mandatory consumer protection rules or a separate written agreement provide otherwise.

37.4. For B2C users, mandatory consumer rights apply within the limits provided by applicable law.

37.5. If mandatory consumer law or another mandatory law grants a user another protection procedure, such rights remain unaffected by the provisions of this Offer.

38. FINAL PROVISIONS

38.1. Invalidity of an individual provision of the Offer does not affect the validity of the remaining provisions.

38.2. The Operator may assign rights and obligations under the Offer to affiliates, successors, purchasers of the business or other persons as part of restructuring, sale, investment transaction or transfer of the operating company, provided this does not violate mandatory user rights. Transfer of personal data and commercially sensitive data as part of such assignment, reorganization or sale of business is carried out in compliance with applicable data protection law, confidentiality and notification requirements where such notifications are required.

38.3. The user may not transfer its rights and obligations without the Operator’s prior written consent.

38.4. Official notices are sent through the Platform interface, email, personal account or another method indicated by the Operator.

38.5. This Offer is drawn up in English. If translations are made available, the English version shall prevail unless a specific published version expressly provides otherwise or mandatory applicable law requires another language version to prevail.

38.6. The sections on confidentiality, non-circumvention, intellectual property, data, logs, liability, limitation of liability, indemnity, dispute resolution, governing law, payment and data retention survive termination of use of the Platform to the extent required by their nature or applicable law.

APPENDIX 1. ROLE AND RESPONSIBILITY MAP

APPENDIX 2. PAYMENT MODELS

APPENDIX 3. MINIMUM TERMS OF A PROCUREMENT ORDER

Any procurement order, lot, pre-order or opportunistic offer should, where possible, record the following parameters:

• name of the Supplier;

• name of the Restaurant or list of lot participants;

• goods, category, SKU, specification;

• quantity, unit of measurement, minimum lot;

• price, currency, tax regime, applicable fees;

• validity period of the offer;

• delivery time and place;

• responsibility for quality and documents;

• payment procedure and order confirmation moment;

• rules for cancellation, replacement, return and complaints;

• status of the Operator in the specific transaction.

APPENDIX 4. DATA MATRIX

APPENDIX 5. RESTAURANT ACCEPTANCE AND CONNECTION

The Restaurant confirms that it:

• has read this Offer;

• understands that the Basic Digital Layer of the Platform is provided free of charge within this Offer and the confirmed connection;

• understands that participation in procurement is voluntary;

• provides lawful access to the POS and all information necessary for the selected Platform functions;

• agrees to the use of Aggregated Data for analytics and procurement optimization;

• understands that the Operator does not guarantee order volume, price, availability of goods, savings or delivery times;

• confirms that the person accepting has authority to act on behalf of the Restaurant.

APPENDIX 6. RISK SCENARIOS REQUIRING A SEPARATE AGREEMENT

• The Operator receives funds into its own account with subsequent distribution to Suppliers without a separate payment, tax and compliance model.

• The Operator purchases goods and resells them to the Restaurant.

• The Operator stores, labels, packages, transports or physically controls food products.

• The Operator provides the Restaurant with deferred payment, credit, financing or factoring.

• The Operator launches food delivery to Guests.

• The Operator promises a specific order volume, savings level or guaranteed income.

• The Supplier receives access to the Restaurant list or individual commercial data without a permitted purpose.

• The Restaurant or Supplier attempts to use contacts, prices, screenshots, procurement terms or analytics to circumvent the Platform.

• The Restaurant receives access to Supplier data, prices, contacts or terms outside the purpose of a specific procurement or permitted procurement process.

MANDATORY AND RECOMMENDED SEPARATE DOCUMENTS FOR LAUNCH

Mandatory for launch of the relevant functions:

• Restaurant connection agreement to the Platform.

• Data processing agreement and data access appendix.

• Framework agreement with the Supplier.

• Procurement Order template for each lot.

• Privacy Policy.

• Cookie Policy.

• Agreement with payment provider.

Recommended additional documents:

• Confidentiality and non-circumvention agreement for negotiations.

• Rules for complaints and returns for procurement lots.

• Template acceptance certificate, claim, replacement, return and credit note.

• Moderation policy for reviews, restaurants, goods, offers and advertising materials - mandatory where reviews, ratings, public complaints or user assessments exist.

OPERATOR DETAILS

Operator: CHATROOM DOO BEOGRAD

Company registration number: 21844616

Registered seat: Vojvode Stepe 79, 11000 Belgrade, Vozdovac, Republic of Serbia

Email: [email protected]

Website: https://menuwithai.com/

Legal representative: Georgy Ronn, Director