Merchant Terms of Service

ACROYA B.V. (“SOUS”) TERMS OF SERVICE

Last Modified: 13 July 2026

These terms and conditions (“Terms of Service” or “Terms”) apply to all merchants using the SOUS Portal and Services (as defined below). SOUS offers its Services exclusively to businesses acting in the course of their trade (B2B). By using the Services, you represent and warrant that you are using the services for business purposes only and you agree to be bound by these Terms of Service. Please read them carefully before you start using our Services.

We reserve the right to update, change or replace any part of the Terms of Service by posting updates or changes in the Portal and/or our website (www.poweredbysous.com). You can review the most current version of the Terms of Service at any time in the Portal and/or our website.

1. Definitions

1.1 Service Fee means a percentage fee per transaction between a Merchant and a Customer facilitated through the Services (not including Payment Processing Fees and VAT).

1.2 Customer(s) means a customer purchasing products or services from Merchants.

1.3 Customer Data means all Customer data generated via the SOUS OS and Services.

1.4 Direct Agreement means the direct agreement between a Customer and a Merchant that is constituted by the purchase of a product or service by a Customer from a Merchant.

1.5 Embedded Commerce means storefront and checkout functionality embedded in Merchant’s own digital channels for direct-to-consumer transactions.

1.6 Merchant means any business that is a registered user of the Portal.

1.7 Payment Processing Fees means all fees, charges, costs, levies, and assessments imposed by the SOUS Payment Service, card networks, payment schemes (including iDEAL, Bancontact, SEPA), acquiring banks, and other payment infrastructure providers in connection with transactions processed via the Services, including without limitation interchange, scheme fees, authorisation fees, per-transaction fees, refund and reversal fees, chargeback and dispute fees, cross-border and currency conversion fees, and minimum monthly or assessment fees.

1.8 Services means any service provided by SOUS to Merchant, including the SOUS OS, SOUS Portal and SOUS Payment Services.

1.9 SOUS means Acroya B.V. a limited liability company, whose registered office is at Vijzelstraat 77A (1017HG) Amsterdam, the Netherlands (or any of its affiliates).

1.10 SOUS OS means software, infrastructure, modules, APIs, and platform services relating to the Portal and the Services.

1.11 SOUS Payment Service means the third-party payment processing services made available through the Services by payment service providers engaged by SOUS or the Merchant from time to time, including Stripe, which providers are solely responsible for the regulated payment services they provide

1.12 Subscription Fee means the recurring fee payable by the Merchant for the Subscription Plan, as specified in the Merchant's account on the Portal, exclusive of VAT and of any Service Fee or Payment Processing Fees.

1.13 Subscription Plan means the module(s) and tier(s) of Services selected by the Merchant upon registration, as further described on SOUS's website at https://poweredbysous.com/nl/pricing and as set out in the in the Merchant's account in the Portal, including the applicable Services, Subscription Fees, billing frequency (monthly or annually in advance), minimum term, and any, Service Fee and Payment Processing Fees that apply in addition to the Subscription Fees. SOUS may update the description, composition and pricing of its Subscription Plans from time to time in accordance with Clause 3.2 of these Terms.

1.14 Portal means the interface used to access and operate SOUS OS and the Services.

1.15 Third Party means any third party that is engaged by the Merchant or SOUS to facilitate the Merchant to deliver its products and services to its Customers.

2. Services and license grant

2.1 SOUS provides Merchants with the Services as a cloud-based service (SaaS) to:

1. Grow their commerce through the SOUS ecosystem of tools;

2. Manage operations including products, orders, logistics connections, or customer relationships; and

3. Sell directly to Customers via an embedded storefront on their own digital properties.

2.2 Through the Services, SOUS provides Merchants access to the following capabilities:

1. Spotlight services;

2. Embedded Commerce for direct-to-consumer transaction;

3. Menu and product management;

4. Order and logistics systems (where applicable);

5. Listings optimisation and marketing tools (where available by Subscription Plan);

6. Access to the SOUS Portal and Merchant support.

2.3 SOUS grants Merchant a non-exclusive, non-transferable right to access and use the Services to engage with Customers during the Term.

2.4 Merchant may use the Services only in accordance with these Terms and subject to paying the Subscription and Service Fees. Merchant may not reverse engineer, decompile, disassemble, or work around technical limitations in the Services, except to the extent applicable law permits it despite these limitations.

2.5 Merchant acknowledges that the Services are standardized cloud services that evolve over time. SOUS may, at its discretion, modify, update, enhance or replace features, functionalities, interfaces or components of the Services, provided that such changes do not materially reduce the overall functionality of the Services for the purposes described in these Terms and the Subscription Plan.

2.6 SOUS may also implement updates and upgrades, including changes required for security, legal compliance, performance improvements, or technological developments, without prior consent of Merchant.

2.7 Nothing in these Terms shall be construed as granting Merchant any exclusivity, priority or protection against direct or indirect competition from SOUS.

2.8 SOUS shall be free to engage with other Merchants, resellers or distributors at its sole discretion.

2.9 SOUS shall use commercially reasonable efforts to notify Merchant in advance of any material changes that may adversely affect Merchant’s use of the Services.

2.10 Unless otherwise expressly agreed in writing, SOUS is not obliged to maintain any specific features, integrations or functionalities.

2.11 Notwithstanding clauses 2.5 and 2.9 SOUS shall at all times maintain the core functionality of the Subscription Plan as described at the time of Merchant’s sign-up (the “Minimum Functionality Baseline”), being the features listed in the relevant Subscription Plan at commencement. If SOUS permanently removes a feature forming part of the Minimum Functionality Baseline without providing a functional equivalent of equivalent commercial utility, Merchant shall have the right to terminate the relevant Subscription Plan with immediate effect by written notice and shall receive a pro-rata refund of any pre-paid Subscription Fees for the unused portion of the then-current term.

3. Subscription Plan

3.1 SOUS offers different Subscription Plans which can be elected by the Merchant when signing up. Subscriptions commence on the earlier of: (i) the date on which Merchant has completed onboarding and is able to use the material features of the relevant Subscription Plan; or (ii) seven (7) days after the acceptance of these Terms, provided that SOUS has made the Services available to Merchant. If SOUS has not made the Services available to Merchant within seven (7) days of acceptance, the subscription start date shall be deferred until the date SOUS confirms availability in writing. SOUS shall use commercially reasonable efforts to complete onboarding within seven (7) business days of acceptance.

3.2 SOUS may adjust the Subscription Plans and Subscription Fees from time to time.  Where such an adjustment constitutes a material change that has a materially adverse effect on Merchant's own Subscription Plan, SOUS will notify Merchant at least thirty (30) days in advance via email and/or the Portal. Subject to clause 5.6 (CPI / annual increase), Merchant may, within fourteen (14) days of such notification, terminate the affected Subscription Plan by written notice with effect from the date the change comes into force. If Merchant does not give such notice within that window or continues to use the Services after the change takes effect, Merchant is deemed to have accepted the updated Subscription Plan and/or Subscription Fee. Changes that (a) do not materially and adversely affect Merchant's Subscription Plan, (b) are required by law, regulation, or a payment scheme rule, or (c) are necessitated by a third-party provider on which the Services depend, do not trigger a right of termination under this clause.

4. Third Party services

4.1 SOUS may offer access to, or integrations with, third-party software, services, or platforms (“Third-Party Services”), including but not limited to payment service providers, logistics partners, and marketing or analytics tools. SOUS Spotlight may rely on external APIs (e.g., Google Business Profile, Meta, Bing, TripAdvisor) and SOUS cannot warrant uninterrupted access or acceptance of data changes by those networks.

4.2 For Spotlight services, SOUS may process publicly available business information and end-customer reviews to provide analytics or benchmarking. SOUS will not modify customer-generated content except where technically required for display, aggregation, agreed enhancement or moderation. SOUS does not guarantee any specific ranking, placement, or visibility outcome on third-party directories or search engines. Results may depend on algorithms, user behaviour, and platform policies beyond SOUS’s control.

4.3 Merchant acknowledges that third-party platforms may independently change their own display, ranking, or verification policies, which are outside SOUS’s control.

4.4 Third-Party Services are not included in the Subscription Plan or Subscription Fees. Merchant may be required to enter into a separate agreement with the Third-Party. SOUS does not license or warrant Third-Party services. Merchant is solely responsible for obtaining and maintaining any required licences, accounts, or subscriptions with such providers. SOUS is not a party to such agreements and is not responsible for their performance.

4.5 SOUS may provide APIs or connectors to facilitate the use of Third-Party Services. Merchant is responsible for configuring and managing these connections.

4.6 SOUS is not liable for the performance, availability, compliance, or security of any Third-Party Service. Use of such services is at Merchant’s own risk.

5. Fees & Billing

5.1 SOUS bills Subscription Fees monthly in advance, based on the relevant Subscription Plan.

5.2 SOUS bills Service Fees per transaction as a processing fee. Service Fees are auto-charged when processing the transaction or are billed weekly or monthly in arrears depending on the relevant Subscription Plan. The Service Fee is one percent (1%) of the gross transaction value per transaction between a Merchant and a Customer facilitated through the Services, unless a different rate is expressly set out in the Merchant's Subscription Plan, in which case the rate in the Subscription Plan prevails.

5.3 SOUS may adjust the Service Fee rate from time to time. Any increase to the Service Fee rate constitutes a material change for the purposes of clause 20.5 and shall be notified to Merchant at least thirty (30) days in advance via email and/or the Portal. If Merchant does not agree with the increase, it may terminate the affected Subscription Plan by written notice within that thirty (30) day period, with effect from the date the change comes into force. Continued use of the Services after the effective date constitutes acceptance of the updated Service Fee rate.

5.4 Merchant is solely responsible for and shall bear all Payment Processing Fees in respect of transactions processed via the Services. Payment Processing Fees are separate from, and additional to, the Subscription Fee and the Service Fee, unless expressly stated otherwise in the applicable Subscription Plan. The applicable Payment Processing Fees are published at www.poweredbysous.com/pricing (or such other URL notified by SOUS from time to time) and form part of these Terms. SOUS may, at its discretion, (a) deduct Payment Processing Fees from settlement amounts before payout to the Merchant's balance in the Portal, or (b) invoice Payment Processing Fees separately. Where the SOUS Payment Service, card networks, schemes, or acquiring banks adjust their underlying fees, SOUS may update the corresponding Payment Processing Fees on reasonable notice via the Portal or by email. Such adjustments reflect third-party cost changes. To the extent an increase exceeds a demonstrable increase imposed by the relevant payment service provider, card network, scheme, or acquiring bank, such increase shall be deemed a material change for the purposes of clauses 3.2 and 20.5. Merchant remains responsible for chargebacks, reversals, refunds, and associated Payment Processing Fees to the extent arising from the relevant transaction, except where directly caused by SOUS’s breach of these Terms, gross negligence, or wilful misconduct.

5.5 Merchant authorises SOUS to automatically charge the payment method on file for the Services. Invoices will be issued, at least, monthly via the Portal.

5.6 In case SOUS is unable to charge the payment method provided by Merchant, SOUS may retry payment through the method provided or request the Merchant to provide an alternative method for payment. SOUS may suspend the Services or withhold access to the Services for the duration of the non-payment.

5.7 If a charge fails, the Merchant is in default automatically, without any further notice being required. SOUS may then charge statutory commercial interest (wettelijke handelsrente) on the outstanding amount as from the original due date, a fixed administrative fee of €40 per unpaid invoice plus a contractual penalty (boete) of €50 per unpaid invoice, payable in addition to (and not in lieu of) the statutory commercial interest, the €40 fixed administrative fee, the costs of collection and any actual damages, and Article 6:92 paragraphs 2 and 3 of the Dutch Civil Code shall not apply. SOUS may also set off any amounts owed by the Merchant against payouts or other amounts that SOUS owes to the Merchant, to the extent permitted by applicable law. The Merchant is not entitled to set off or to suspend its own payment obligations to SOUS.

5.8 All fees mentioned in the Subscription Plan or in the Portal are exclusive of VAT or other applicable taxes.

5.9 SOUS may increase Subscription Fees once per calendar year by the greater of five percent (5%) or the Consumer Price Index (CPI) adjustment, upon thirty (30) days’ written notice to Merchant. Annual Subscription Plans will only receive price increases upon renewal. Increases in Subscription Fees under this clause do not constitute a material change as mentioned in clause 3.2.

6. Term and termination

6.1 The initial minimum term of any Subscription Plan is three (3) months from the commencement date (the “Term”).

6.2 Thereafter, monthly contracts automatically renew on the same terms unless cancelled by either Party with at least 30 days’ written notice.

6.3 Annual Subscription Plans are billed in advance and automatically renew annually on the same terms unless cancelled in writing by either Party at least 30 days prior to the renewal date.

6.4 SOUS may suspend access to the Services at any time in case of non-payment, misuse, or breach of the Terms.

6.5 Upon termination, Merchant’s access to the Services ends. All outstanding payments are immediately due.

6.6 Upon termination or downgrade, SOUS may remove or stop distributing Merchant listings but cannot guarantee their immediate removal from third-party networks. Cached or indexed data may remain accessible for a limited period.

7. Registration and account

7.1 To use the Portal, Merchants need to register and create an account. To create an account, a Merchant needs to provide their company name, personal name, e-mail address, and, optionally, some additional information such as mailing address and phone number. For the selling or purchasing of products and services through the Portal and the Services SOUS also needs Merchant’s company’s credit/or debit card and banking information.

7.2 After registration Merchants are provided with a password to access their account. Merchants are solely responsible for security and proper use of their account and password. SOUS is entitled to close a Merchant’s account with immediate effect if SOUS suspects any abuse of such Merchant’s account or the Portal, or if they violate these Terms.

8. Accuracy of information

8.1 Merchants are solely responsible for the accuracy of the information they publish through the Portal. SOUS is not responsible and/or liable for any harm or damages due to incompleteness or inaccuracy of this information. Merchants shall inform SOUS immediately if they become aware of any unauthorized use of their account and/or password.

8.2 Merchants agree to provide current, complete and accurate account information. Merchants further agree to promptly update their account and other information, so that SOUS can contact them if needed. If SOUS does not have up to date information, it may not be able to process a Merchant’s transactions and requests made through the Portal.

8.3 Merchants are responsible for the provision of current, complete and accurate information to SOUS of the products and services they wish to offer through the Services, such as a list of products and services, product descriptions, pricing, promotions, offers, product delivery charges, delivery times and availability.

8.4 SOUS makes every effort to keep the information made available in the Portal accurate and up to date, but we cannot guarantee that the information is accurate, complete or current at all times.

9. Merchant responsibilities

9.1 Merchant is solely responsible for the legality, safety, and compliance of what it sells and supporting the Customer in accordance with SOUS acceptable standards.

9.2 Merchant agrees not to:

1. List or promote illegal, infringing, or unsafe goods/services;

2. Provide products that are not fully compliant with local regulations and standards (including, but not limited to, food safety standards)

3. Violate third-party IP or applicable laws;

4. Use the SOUS Services to spread malware, spam, or interfere with platform operations;

5. Attempt to reverse-engineer, abuse, or exploit the Services.

9.3 Merchants must comply with each platform’s content policies and refrain from posting fake, incentivised, or misleading reviews. SOUS may suspend Merchant’s accounts in case of abuse.

9.4 SOUS does not monitor or verify Merchant content but reserves the right to suspend or terminate the Services in case of breach of Merchant’s responsibilities.

9.5 During the Term and for six (6) months thereafter, Merchant shall not, within the Netherlands: (a) solicit any merchant or partner of SOUS with whom Merchant came into contact through the Services, to use services directly competitive with the Services; or (b) use confidential information obtained through the Services to develop or operate a platform replicating the core functionality of the Services.

9.6 Merchants shall immediately inform SOUS if any regulatory authority initiates investigations or actions that may materially impact Merchants ability to perform its obligations under these Terms.

10. Direct Agreements

10.1 The SOUS Services enable Merchants to offer goods and services to Customers, including meal kits, chef-at-home services, events and other experiences. If a Customer purchases a product or service through the Embedded Commerce of a Merchant, this will constitute a Direct Agreement.

10.2 Merchant is the ‘merchant of record’ with regards to any Direct Agreement with SOUS facilitating payment services for such Direct Agreements only. SOUS is not a party to the Direct Agreement and is therefore not responsible for the fulfilment of the Direct Agreement.

10.3 The Merchant is solely responsible for the correct delivery of the product or service to the Customer, the after sales and the communication with the Customer concerning the purchase, including:

1. ensuring the accuracy, completeness, and availability of listed products or services;

2. reviewing and confirming orders within the timeframes communicated to customers;

3. providing correct product information, including allergens and ingredients where applicable; and

4. resolving issues with end customers, including cancellations, returns, or refunds.

10.4 Merchant may reject Customer orders only for objective reasons, such as (a) unavailability of products or services, (b) inability to contact the Customer, or (c) manifestly incorrect or fraudulent orders. The Merchant must notify SOUS promptly of any such rejections.

10.5 SOUS, through its payment provider (e.g. Stripe Connect), may facilitate payments by Customers on behalf of the Merchant. SOUS does not assume responsibility for payment obligations under the Direct Agreements, which remain solely between the Merchant and the Customer. The Merchant undertakes to comply with all requirements of the payment provider, including registration and verification obligations.

10.6 Settlements of payments facilitated through SOUS are visible in the Portal immediately; transfers typically occur within 3 - 7 business days of purchase. SOUS may provide instant payout options at additional cost.

10.7 Merchant is responsible for any personal data transferred by Customers through the use of the Services in relation to any Direct Agreement and will use this data only for the purpose of fulfilling the Direct Agreement and will comply with all relevant privacy and data laws and regulations and in accordance with clause 11 below.

11. Logistics & delivery

11.1 Merchant is the contracting party to any Direct Agreement with Customers and is solely responsible for:

1. accurate product description and labelling;

2. proper packing, handling and internal quality controls prior to handover to any logistics provider;

3. selecting delivery providers and options and confirming any special handling requirements; and

4. ensuring products comply with applicable laws and food safety standards.

11.2 SOUS may (but is not required to) make available a list of approved logistics providers and recommended service levels. SOUS acts solely as a digital intermediary that enables the Merchant to offer products for sale via the Services and connects the Merchant with logistics providers and/or third-party carriers. SOUS is not the carrier, freight forwarder or seller of goods and does not assume title or physical possession of Merchant’s products.

11.3 When selecting a delivery provider through the Portal, Merchant accepts to be bound by the terms of such delivery partner and agree to pay any fees billed by such delivery partner for deliveries made to Merchant’s Customers.

11.4 In case the selected delivery partner charges SOUS for their services, SOUS shall act as a payment provider only and shall settle these fees with Merchant through the Portal. Fees will be billed to and paid by the Merchant or may be deducted by SOUS from Merchant’s balance visible in the Portal or otherwise withheld from Merchant payouts in accordance with these Terms. The Portal will provide an itemised logistics charge on payout statements.

11.5 For any alleged loss, damage or non-delivery, Merchant must notify the logistics provider and SOUS within 48 hours of the visible delivery event and provide reasonable evidence (photos, delivery note, order id). SOUS will assist to the extent reasonably possible in coordinating with the logistics provider and will attempt to establish fault attribution within 7 days. Prompt notification is a condition precedent to any logistics recovery attempt by SOUS.

12. Data processing and privacy

12.1 Roles of the Parties. In relation to the processing of personal data of Customers in connection with the Services, the Merchant acts as the controller and SOUS acts as a processor within the meaning of the GDPR, except in relation to: (i) SOUS's own account management and billing data; (ii) aggregated and anonymised analytics derived from platform usage; and (iii) processing required for SOUS's own legal compliance obligations, in each case in which SOUS acts as an independent controller solely for those specific processing activities.

12.2 Processing on behalf of Merchant. SOUS shall process personal data solely on behalf of the Merchant and strictly in accordance with the Merchant's documented instructions, as set out in these Terms and the Data Processing Agreement (Schedule 1), unless required to do otherwise by applicable law. If SOUS is of the opinion that an instruction infringes the GDPR or other applicable data protection law, it shall promptly inform the Merchant.

12.3 Purpose limitation. SOUS shall process personal data only for the purpose of:

1. providing, operating and maintaining the Services;

2. facilitating Embedded Commerce transactions;

3. providing support, security, fraud prevention, and technical functionality; and

4. complying with applicable legal obligations.

12.4 SOUS shall not use Customer Data for its own direct marketing purposes. Where SOUS uses automated processing for fraud prevention purposes, it shall not make solely automated decisions producing legal or similarly significant effects in respect of Customers without the Merchant's prior written consent.

12.5 Data Processing Agreement. The Parties shall enter into a Data Processing Agreement ("DPA") forming an integral part of these Terms, addressing all mandatory requirements of Article 28(3) GDPR including the duration, nature and purpose of processing, type of personal data, categories of data subjects, deletion and return obligations, and audit rights. These Terms shall not take effect until the DPA has been executed by both Parties. In case of conflict, the DPA shall prevail with respect to data protection matters.

12.6 Security. SOUS shall implement appropriate technical and organisational measures in accordance with Article 32 GDPR to ensure a level of security appropriate to the risk. The specific technical and organisational measures agreed between the Parties are set out in the DPA (Schedule 1).

12.7 Sub-processors. SOUS may engage sub-processors (including hosting providers and payment service providers such as Stripe), provided that:

1. it maintains and makes available to Merchant an up-to-date list of sub-processors;

2. it imposes equivalent data protection obligations on each sub-processor;

3. it remains fully responsible for the performance of each sub-processor as if it were performing the processing itself; and

4. it ensures that any transfer of personal data to sub-processors outside the EEA is subject to an appropriate transfer mechanism in accordance with Chapter V GDPR, including Standard Contractual Clauses where applicable.

12.8 SOUS shall notify Merchant at least fourteen (14) days in advance of any intended addition or replacement of sub-processors. Merchant may object to such change on reasonable data protection grounds within that period, in which case the Parties shall seek to resolve the objection in good faith.

12.9 Data subject requests. To the extent SOUS receives a request from a data subject relating to Customer Data processed on behalf of the Merchant, SOUS shall:

1. forward such request to the Merchant without undue delay and in any event within three (3) business days of receipt; and

2. reasonably assist the Merchant in responding to the request, taking into account the nature of the processing.

3. SOUS shall not independently respond to such a request unless legally required to do so.

12.10 Data breaches. SOUS shall notify the Merchant without undue delay and in any event within forty-eight (48) hours of becoming aware of a personal data breach affecting Customer Data processed on behalf of the Merchant. Such notification shall include, to the extent available, the information set out in Article 33(3) GDPR. SOUS shall provide reasonable assistance to the Merchant in complying with its obligations under Articles 33 and 34 GDPR.

12.11 Data ownership, use and deletion. Customer Data remains the property and under the control of the Merchant. SOUS may use Customer Data only:

1. as necessary to perform the Services; and

2. in anonymised or aggregated form for analytics, product improvement, and benchmarking, provided such data can no longer reasonably identify individuals.

3. Data received from Google APIs is instead handled in accordance with the Google API Services User Data Policy, including the Limited Use requirements, and is not used for the analytics, product improvement, or benchmarking purposes described in this clause.

12.12 Upon termination of the Agreement for any reason, SOUS shall, at Merchant's written election, either return or securely delete all Customer Data within thirty (30) days of termination, except to the extent SOUS is required to retain it under applicable law, in which case SOUS shall notify Merchant in writing of the nature and duration of such retention.

13. Customer Data processing

13.1 Merchant as controller. As between the Parties, the Merchant is the controller of all personal data relating to Customers processed by Merchant through or in connection with the Services, including in connection with Direct Agreements and any related customer relationship management activities.

13.2 Merchant obligations. The Merchant shall:

1. ensure a valid legal basis exists for each processing purpose and document such legal basis in accordance with Article 30 GDPR where applicable;

2. provide all required privacy notices to Customers prior to or at the point of data collection, in accordance with Articles 13 and 14 GDPR;

3. comply with all applicable data protection laws; and

4. maintain records of processing activities to the extent required by Article 30 GDPR.

13.3 Each Party remains independently responsible for its own regulatory obligations under applicable data protection law, and nothing in these Terms shall be construed as displacing any statutory duty of either Party.

13.4 Use limitation. The Merchant shall use Customer Data solely for the performance of Direct Agreements and related customer relationship management activities. The Merchant shall not use Customer Data for any additional purpose unless it has established a separate valid legal basis under applicable data protection law for such additional processing, including where relevant the explicit consent of the Customer. The Merchant shall not retain Customer Data for longer than is necessary for the purposes for which it was collected, in accordance with the storage limitation principle under Article 5(1)(e) GDPR.

13.5 Security and compliance. The Merchant shall implement appropriate technical and organisational measures accordance with Article 32 GDPR to ensure a level of security appropriate to the risk of the processing. The Merchant shall ensure that its personnel and contractors involved in the processing of Customer Data are bound by appropriate confidentiality obligations and are familiar with and comply with the Merchant's data protection obligations under these Terms.

13.6 Breach notification. In the event of a personal data breach affecting Customer Data, the Merchant shall notify SOUS without undue delay and in any event within forty-eight (48) hours of becoming aware, to the extent such breach may affect SOUS's obligations as processor or the integrity of the Services. Such notification shall include, to the extent available at the time of notification, the information set out in Article 33(3) GDPR, including the nature of the breach, the categories and approximate number of data subjects and records concerned, the likely consequences, and the measures taken or proposed to address the breach.

13.7 Cooperation. The Parties shall reasonably cooperate to ensure compliance with applicable data protection laws, including in relation to data subject rights requests, regulatory inquiries, and data protection impact assessments where required. Each Party shall bear its own costs in connection with such cooperation, unless the cooperation is required solely as a result of the other Party's breach or negligence, in which case the breaching or negligent Party shall bear the reasonable costs incurred by the other Party.

14. Service levels & availability

14.1 The availability of the Services is measured at the handover point to the internet (the router output of the hosting server). Availability beyond this point (e.g. within public internet networks or Merchant’s own systems) is outside the scope of the Services.

14.2 SOUS aims to maintain high availability of the Services, targeting a high monthly uptime of at least 99%, measured at the handover point. This target is for reference only and does not create a contractual service level guarantee.

14.3 SOUS will, where technically feasible, perform maintenance, updates, and upgrades during scheduled windows communicated in advance via the SOUS Portal or by email. Maintenance or updates announced in advance will not count towards downtime for the purpose of availability reporting. Urgent maintenance may be performed outside scheduled windows where necessary for security or stability.

14.4 SOUS provides a support contact point for technical and functional inquiries regarding the SOUS Services.

14.5 Merchant may designate one or more qualified administrative contacts to liaise with SOUS support team. Where the SOUS Portal provides for designation of such contacts, Merchant must use this function. Support inquiries should be submitted by designated contacts through the SOUS Platform.

14.6 Standard support is available on Dutch business days, between 10:00 a.m. and 6:00 p.m. CET. SOUS may, at its discretion, provide additional channels or extended hours, without any obligation to continue such practice.

15. Updates

15.1 SOUS will continuously further develop the Services and will update the Portal if necessary and reasonably feasible. SOUS may modify the functionality or features of the Portal at any time, provided that such updates and modifications do not have a materially adverse effect on the functionality of the Services. SOUS is not liable towards Merchants for any such updates or modifications.

16. Intellectual property rights

16.1 SOUS is the holder of all intellectual property rights (such as copyrights, trademarks, patents, sui generis database rights, domain names, rights to knowhow and all related rights) on the Services (including but not limited to the design and software), to the extent possible, the data collected by SOUS and all other content related to the Services, are the sole property of SOUS. The Services are intended solely for the use as Merchant. Any other use of the Portal requires the prior written permission of SOUS.

16.2 Except as expressly stated herein, the use of the Services does not grant Merchants any intellectual property right, implied or otherwise, to the Services.

16.3 If Merchant uploads or provides content (such as menu descriptions, images, or customer data) via the Portal, Merchant warrants that such content does not infringe the rights of third parties, contain malware, or otherwise violate law.

16.4 Merchant hereby grants SOUS the necessary rights to use, reproduce, and display such content solely for the purpose of operating and promoting the Portal and the Merchant’s services.

16.5 Merchant indemnifies SOUS against claims from third parties arising out of Merchant-provided content.

16.6 Merchants hereby grant SOUS a non-exclusive license to use the (trade)name, logo, pictures and other images of such Merchant for marketing purposes.

17. Confidentiality

17.1 Merchants shall keep confidential all information received from SOUS and shall not disclose any of this confidential information to third parties, without the prior written consent of SOUS.

17.2 Merchants shall keep confidential all information relating to the development and know-how of the Portal, the SOUS OS and the Services. This means that Merchants shall not disclose (technical) information relating to the Portal, the SOUS OS and/or the Services to third parties.

18. Indemnification, liability

18.1 Neither party shall be liable for indirect or consequential damages, such as losses due to lost profits, business revenue or goodwill, loss due to lost saving, non-material damage, reputational damages, losses of or damages to a Customer, damages due to lost, damaged or corrupted data.

18.2 This limitation does not apply to wilful misconduct, intellectual property rights infringement, damages resulting from death or injury, breach of confidentiality, third party intellectual property rights infringement claims and regulatory penalties.

18.3 Each Merchant shall indemnify, defend and hold harmless SOUS and its affiliates, officers and employees against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising from or connected with Merchant’s packing, shipping, delivery, product quality, food-safety compliance, or Merchant’s use of a logistics provider.

18.4 Merchant must maintain commercially reasonable product liability and cargo/transport insurance (with coverage amounts customary for the Merchant’s size and product type) and produce evidence upon SOUS’ reasonable request.

18.5 SOUS does not guarantee, represent or warrant an uninterrupted use of the Services. SOUS will not be liable for damage, suffered by interruptions of the Portal or the SOUS OS, regardless of the cause of such interruption, unless there is gross negligence or wilful misconduct on SOUS’s side. In the event of an interruption, SOUS will exert itself to remedy this as soon as possible.

18.6 SOUS is not liable for any damage suffered by Merchants through acts or omissions of other Merchants, Customers or Third Parties. Each Merchant indemnifies SOUS against all third-party claims for damages, costs or interest, relating to or arising from their use of the Services or the fulfilment of a Direct Agreement.

18.7 Merchants’ right to claim damages in accordance with the Terms will lapse by the expiration of 12 months after such Merchant is or should reasonably have been aware of incurring the damages

18.8 In the event SOUS shall be held liable for damages as a result of the use of the Services, such liability shall be capped at the total amount of fees paid by the Merchant in the preceding year.

18.9 For the avoidance of doubt, the liability cap set out in this clause 18.8 applies to all claims arising under or in connection with clauses 12 and 13 of these Terms, including claims relating to data protection breaches, save in the case of wilful misconduct or gross negligence.

19. Force majeure

19.1 Neither SOUS nor Merchant shall be liable for failure due to events beyond its reasonable control. The party that failed to perform will:

1. promptly notify the other party of the failure to perform and the event that caused such failure; and

2. use its best efforts to recommence performance of the obligations that it has failed to perform as soon as reasonably possible after the event has ended.

19.2 In the event a force majeure event has a material impact on a party’s ability to perform its obligations in accordance with these Terms for a period of more than forty (40) consecutive calendar days, the other party may immediately terminate the Services by written notification.

20. Other

20.1 If any provision of our Terms of Service, Privacy Policy or any other agreement shall be held by any court of competent jurisdiction to be invalid or unenforceable, the invalid and/or unenforceable provision shall be replaced by a valid and enforceable provision that complies – as much as possible – with the objectives of the invalid provision.

20.2 The Merchant may not assign or transfer its rights or obligations under these Terms without SOUS’s prior written consent.

20.3 SOUS may assign or transfer its contractual relationship with Merchant to an affiliate or in connection with a corporate transaction, provided such assignment does not materially affect the Merchant’s rights.

20.4 SOUS may provide notices by email to Merchant’s designated administrative contact on file and/or through in-Portal notifications. Notices are deemed received when sent (email) or posted (Portal). Merchant is responsible for keeping its administrative contact details current.

20.5 SOUS may modify the functionality of the Services, the Subscription Plans, and/or these Terms from time to time. Material changes will be notified to Merchant at least thirty (30) days prior to taking effect via email to the administrative contact and/or notice in the Portal. Non-material changes, changes required by law, or changes that do not adversely affect Merchant’s rights may take effect immediately upon implementation. Continued use of the Services after the effective date constitutes acceptance of the updated terms. If Merchant reasonably objects to a material change that materially and adversely affects it, Merchant may terminate their Subscription Plan by written notice within the 30-day notice period in which case the change will not apply during that notice period.

21. Law and jurisdiction

21.1 These Terms of Service and all agreements between Merchants and SOUS shall be governed by and construed in accordance with the laws of the Netherlands.

21.2 All disputes arising out of or in connection with these Terms of Service and all agreements between you and SOUS shall be exclusively submitted to the competent court of Amsterdam in the Netherlands.

22. Complaints, comments, suggestions

22.1 SOUS always strives for optimal service. If you have complaints, comments or suggestions, please let us know. Send us an e-mail at [email protected] or contact us at:

Acroya B.V.

Vijzelstraat 77A

1017 HG Amsterdam

The Netherlands