Terms of Service
Welcome to SOUS!
By signing up for a SOUS Account, and/or using any SOUS Services, you are agreeing to be bound by the following terms and conditions (the "Terms").
1. Acceptance of Terms
These Terms of Service (‘Terms’) govern your use of the SOUS platform and services provided by Acroya B.V. (trading as ‘SOUS’), registered at Vijzelstraat 77A, Amsterdam, 1017HG, The Netherlands (‘SOUS’)
By signing up for a SOUS package and/or using the SOUS platform, you (‘Merchant’) agree to be bound by these Terms.
2. Purpose & Scope
These Terms govern the Merchant's subscription for use of the SOUS OS (Operating System) to:
Grow their commerce through the SOUS ecosystem of tools;
Manage operations including products, orders, logistics connections, or customer relationships;
Sell directly to customers via an embedded storefront on their own digital properties.
3. Definitions
SOUS OS: software, infrastructure, modules, APIs, and platform services.
SOUS Portal: The interface used to access and operate SOUS OS.
Embedded Commerce: Storefront and checkout functionality embedded in Merchant’s own digital channels for direct-to-consumer transactions.
Own-Channel Transactions: Transactions processed via Embedded Commerce.
Commerce Fee: Percentage fee per Transaction, auto-charged at transaction, as per plan.
Subscription Plan: The pricing and feature tier selected by Merchant.
SOUS PS: Payment Service connected at sign up by the Merchant for Commerce services.
Customer Data: All end-customer data generated via the SOUS Systems.
4. Business use only (B2B)
The Services are offered exclusively to businesses acting in the course of their trade, business or profession. The Services are not intended for consumers (“consumenten” under Dutch law; “Verbraucher” within the meaning of § 13 BGB).
By accepting these Terms, the Merchant represents and warrants that it is not a consumer and is using the Services solely for business purposes.
Where the Merchant is established in Germany, it further represents and warrants that it is an “Unternehmer” within the meaning of § 14 BGB.
5. Services Provided
SOUS provides access to the following capabilities:
Spotlight Services
Embedded Commerce for direct-to-consumer transaction;
Menu and product management;
Order and logistics systems (where applicable);
Listings optimisation and marketing tools (where available by plan);
Access to the SOUS Portal and merchant support.
6. Fees & Billing
SaaS Subscription Fee
Billed monthly in advance, based on the Subscription Plan in Schedule 1. The Subscription Plan is selected in the onboarding process.Subscription Commencement
Subscriptions commence at sign-up, or no later than fourteen (14) days after the signing of these Terms, regardless of whether the Merchant has completed onboarding, unless otherwise agreed in writing.Commerce Fee
Charged per Transaction. Auto-charged at transaction, or billed weekly or monthly in arrears dependent on plan.Taxes
All fees are exclusive of VAT or other applicable taxes.Auto-Debit & Invoicing
Merchant authorises SOUS to automatically charge the payment method on file for SaaS and processing fees. Invoices will be issued, at least, monthly via the Portal.Payment Failures
SOUS may retry payment, request alternate methods, suspend services, or withhold access for non-payment.Price Adjustments
SOUS may adjust Subscription fees and price structures from time to time within the year. Material price increases will be notified to Merchant at least thirty (30) days in advance via email and/or the Portal. If the Merchant does not agree with a material increase, it may terminate the affected Subscription with effect from the date the increase comes into force by giving notice before that date. Continued use of the Services after the effective date constitutes acceptance of the updated pricing.
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 plans will only receive price increases upon renewal.
7. Commerce Channels
Embedded Commerce (Own Channel Sales)
Merchant is the Merchant of Record and receives funds directly via the SOUS PS (Payment Service);
Settlements are visible in the Merchant Balance immediately typically occurs within 3 business days; instant payout options may be available at additional cost;
Merchant is responsible for customer service, refunds, cancellations, chargebacks, and tax compliance.
eatSOUS Marketplace Commerce (Optional Sales Channel)
Access to the Marketplace is subject to application and approval;
SOUS is the Merchant of Record and handles customer payment;
Payouts to Merchants are made in the week after order or booking fulfilment, net of Marketplace Commerce fees, discounts and refunds (see Schedule 3);
SOUS may delay payouts in the case of unresolved issues or complaints.
8. Merchant Responsibilities
Merchant is solely responsible for the legality, safety, and compliance of what it sells and supporting the customer in accordance with SOUS acceptable standards.
Merchant agrees not to:
List or promote illegal, infringing, or unsafe goods/services;
Provide products that are not fully compliant with local regulations and standards (including, but not limited to, food safety standards)
Violate third-party IP or applicable laws;
Use the SOUS Systems to spread malware, spam, or interfere with platform operations;
Attempt to reverse-engineer, abuse, or exploit the Systems.
Spotlight may allow Merchants to view, respond to, or manage reviews received via integrated platforms. SOUS acts only as a data intermediary and does not edit or moderate third-party reviews.
Merchants must comply with each platform’s content policies and refrain from posting fake, incentivised, or misleading reviews. SOUS may suspend accounts for abuse.
Reviews & Feedback Management: Spotlight may allow Merchants to view, respond to, or manage reviews received via integrated platforms. SOUS acts only as a data intermediary and does not edit or moderate third-party reviews.
Merchants must comply with each platform’s content policies and refrain from posting fake, incentivised, or misleading reviews. SOUS may suspend accounts for abuse.
SOUS does not monitor or verify Merchant content but reserves the right to suspend or terminate accounts in case of breach.
9. Logistics, Delivery & Liability.
Role of SOUS (Intermediary). SOUS acts solely as a digital intermediary that (a) enables the Merchant to offer products for sale via SOUS services, and (b) 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 Products except where expressly stated in a separate written agreement.
Merchant responsibility for logistics. The Merchant is the contracting party to any sale of goods to Customers and is solely responsible for: (a) accurate product description and labelling; (b) proper packing, handling and internal quality controls prior to handover to any logistics provider; (c) selecting delivery options and confirming any special handling requirements; and (d) ensuring Products comply with applicable laws and food safety standards.
Approved Logistics Providers & Use. SOUS may (but is not required to) make available a list of approved logistics providers and recommended service levels. Where SOUS requires use of an approved provider for a given service, Merchant will use that provider for those orders. Where Merchant uses its own logistics provider, Merchant remains fully responsible for performance and any claims.
Logistics Charges & Deduction. Logistics fees charged by logistics providers will be billed to and paid by the Merchant, and may be deducted by SOUS from Merchant’s Stripe Balance or otherwise withheld from Merchant payouts in accordance with the Parties’ operational agreement (and Platform payout mechanics). The Platform will provide an itemised logistics charge on payout statements.
Delivery Faults, Claims & Evidence. For any alleged loss, damage or non-delivery, Merchant must notify the carrier and/or 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 obligation.
Limited Platform Liability. Except to the extent caused by SOUS’ gross negligence or wilful misconduct, SOUS shall not be liable for: (a) delays, damage, loss, theft or spoilage that occurs after delivery to a logistics provider or carrier; (b) acts or omissions of a logistics provider; or (c) indirect, incidental or consequential losses arising from logistics failures. SOUS’ aggregate liability arising from logistics matters shall be capped at the total logistics fees paid in relation to the relevant order(s).
Indemnity. The 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.
Insurance. 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.
Force Majeure & Exception. SOUS shall have no liability for logistics failures caused by force majeure, strikes, weather events, government actions, or carrier insolvency; the Parties will cooperate to find commercially reasonable mitigations.
10. Third-Party Services & Integrations
Third-Party Services
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 cannot warrant uninterrupted access or acceptance of data changes by those networks.Merchant acknowledges that third-party platforms may independently change their own display, ranking, or verification policies, which are outside SOUS’s control
Separate Agreements
Third-Party Services are not included in the Subscription. Merchant may be required to enter into a separate agreement with the provider. SOUS is not a party to such agreements and is not responsible for their performance.Licensing
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.APIs & Connectors
SOUS may provide APIs or connectors to facilitate the use of Third-Party Services. Merchant is responsible for configuring and managing these connections.Responsibility
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.
11. Intellectual Property
SOUS retains ownership of its software, data models, and IP. Merchant retains ownership of its content, data, and branding.
Merchant grants SOUS a licence to use its brand assets and content for the purpose of delivering services and marketing the merchant's offering (unless opted out in writing).
Data Licensing & Syndication: By using SOUS Spotlight, Merchant grants SOUS and its partners a non-exclusive, worldwide, royalty-free licence to use, reproduce, distribute, and display the Merchant’s business information (including name, address, images, menus, opening hours, and similar data) solely for the purpose of publishing and optimising listings across third-party platforms (e.g., Google, Meta, TripAdvisor, Wolt, etc.).
Merchant remains the owner of such data but acknowledges that SOUS and its partners may cache, format, or transmit this data to third-party directories and cannot guarantee immediate updates or removal.
12. Service Availability & SLS
Transfer Point
The availability of the SOUS Systems 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 this SLS.Availability
SOUS aims to maintain high availability of the SOUS Systems, 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.Maintenance
SOUS will, where technically feasible, perform maintenance, updates, and upgrades during scheduled windows communicated in advance via the 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.Support
SOUS provides a support contact point for technical and functional inquiries regarding the SOUS Systems.Merchant may designate one or more qualified administrative contacts to liaise with Support.
Where the Portal provides for designation of such contacts, Merchant must use this function. Support inquiries should be submitted by designated contacts through the collaboration tools provided by SOUS.
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; this does not create an obligation to continue such practice.
13. Platform Services and Brokered Contracts
Nature of Services
The SOUS Platform enables the Merchant to offer goods and services (“Brokered Services”) to end customers, including but not limited to meal kits, chef-at-home services, events, or other experiences (“Brokered Contracts”).Contracting Parties
Each Brokered Contract is concluded directly between the Merchant and the end customer when the customer places an order via the SOUS Platform and the Merchant accepts the order. SOUS is not, and shall never become, a contractual party to the Brokered Contract.SOUS Role
SOUS merely provides the technical infrastructure to facilitate communication, order placement, and payment processing between the Merchant and the end customer. SOUS does not act in its own name or on behalf of the Merchant in relation to Brokered Contracts.Merchant Obligations
The Merchant is solely responsible for:ensuring the accuracy, completeness, and availability of listed Products or Services;
reviewing and confirming orders within the timeframes communicated to customers;
providing correct product information, including allergens and ingredients where applicable;
resolving issues with end customers, including cancellations, returns, or refunds.
Spotlight
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. Data shared through Spotlight may be processed or stored by partners within the EU or adequate jurisdictions per GDPR Art. 45–46. 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.Liability
The Merchant indemnifies and holds SOUS harmless from any claims, disputes, or damages asserted by end customers or third parties in connection with Brokered Contracts, except where caused by SOUS’s wilful misconduct or gross negligence.Payment Processing
SOUS, through its payment provider (e.g. Stripe Connect), may facilitate payments by end customers on behalf of the Merchant. SOUS does not assume responsibility for payment obligations under the Brokered Contract, which remain solely between the Merchant and the end customer. The Merchant undertakes to comply with all requirements of the payment provider, including registration and verification obligations.Rejected or Invalid Orders
The 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.
14. Data Protection
A GDPR-compliant Data Processing Addendum (Schedule 2) governs personal data handling.
SOUS maintains industry-standard security practices and breach notifications.
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, or moderation.
Data shared through Spotlight may be processed or stored by partners within the EU or adequate jurisdictions per GDPR Art. 45–46.
For Embedded Commerce, relevant Customer Data remains the property of the Merchant. SOUS may use such data only in anonymised or aggregated form for benchmarking, performance analysis, functionality improvements, bug fixing, and analytics.
For eatSOUS Marketplace transactions, all Customer Data is the property of SOUS. SOUS may share such data with the Merchant for benchmarking purposes only.
SOUS may process Customer Data to operate, support, secure, and improve the SOUS Systems in compliance with applicable laws and will not use Customer Data for direct marketing without explicit consent via SOUS-managed consent flows
15. Additional Merchant Obligations
Access Control
Merchant must ensure that only authorised users access the SOUS Platform using the credentials provided, and that these credentials are kept secure and confidential.
Merchant must notify SOUS immediately if unauthorised use or a suspected breach of account security occurs.
Use Restrictions
Merchant may use the Platform only in accordance with these Terms and applicable laws.
Merchant may not reverse engineer, copy, rent, resell, or otherwise misuse the Platform, nor may Merchant attempt to circumvent technical protections.
Merchant must ensure that its employees and contractors comply with these restrictions.
Compliance with Law
Merchant is solely responsible for compliance with all applicable laws, regulations, and licensing requirements relating to its operations (including food safety, labelling, allergen disclosure, alcohol licensing, consumer protection, and data protection).
Merchant must not offer illegal products or services via SOUS.
Merchant shall immediately inform SOUS if any regulatory authority initiates investigations or actions that may materially impact its ability to perform under these Terms.
Content & User Data
If Merchant uploads or provides content (such as menu descriptions, images, or customer data) via the Platform, Merchant warrants that such content does not infringe the rights of third parties, contain malware, or otherwise violate law.
Merchant grants SOUS the necessary rights to use, reproduce, and display such content solely for the purpose of operating and promoting the Platform and the Merchant’s services.
Merchant indemnifies SOUS against claims from third parties arising out of Merchant-provided content.
Data Security & Backup
SOUS maintains industry-standard measures to protect platform data, but Merchant remains responsible for keeping independent backups of business-critical data and content.
16. Term & Termination
Minimum term: The initial minimum term of the Subscription is three (3) months from the Subscription Commencement date.
Thereafter, Monthly contracts automatically renew on the same terms unless cancelled with at least 30 days’ notice.
Annual contracts are billed in advance and automatically renew annually on the same terms unless cancelled at least 30 days prior to the renewal date.
Either Party may terminate monthly contracts with 30 days’ notice post-initial term.
SOUS may suspend access for non-payment, misuse, or legal breach.
Upon termination, Merchant access ends. All outstanding payments remain due.
Either Party may terminate with 30 days’ notice post-initial term.
SOUS may suspend access for non-payment, misuse, or legal breach.
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.
17. Assignment
The Merchant may not assign or transfer its rights or obligations under these Terms without SOUS’s prior written consent.
SOUS may assign or transfer these Terms to an affiliate or in connection with a corporate transaction, provided such assignment does not materially affect the Merchant’s rights.
18. Publicity
SOUS may identify Merchant as a customer and use Merchant’s logo in customer lists and case studies unless Merchant objects in writing.
19. Liability
Unlimited Liability: Nothing in these Terms limits or excludes either Party’s liability for:
death or personal injury caused by its negligence;
intentional misconduct or wilful default;
fraud or fraudulent misrepresentation;
liability under applicable product liability laws; or any other liability that cannot be limited or excluded under mandatory law.
Material Obligations:For damage caused by the negligent breach of material contractual obligations (obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the other Party may regularly rely), each Party’s liability is limited to the damage that was typical and reasonably foreseeable at the time the contract was concluded.
Cap on Other Losses: In all other cases of negligent breach, each Party’s total aggregate liability arising out of or in connection with the Services and these Terms in any twelve (12) month period shall be limited to the net fees actually paid by the Merchant to SOUS for the Services during that period.
Exclusion of Indirect Loss: neither Party shall be liable for loss of profit, loss of revenue, loss of data (except where the Party has failed to implement reasonable backup and security measures), or indirect or consequential damages.
Scope: The limitations in this Section 18 apply to all claims, whether in contract, tort (including negligence), or otherwise, unless mandatory law provides otherwise and such law cannot be derogated from by agreement.
20. Governing Law
These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the Netherlands, excluding its conflict-of-laws rules.
The courts of Amsterdam, the Netherlands, shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.
Mandatory provisions of EU or Member State law that would apply in the absence of this clause and cannot be derogated from by agreement remain unaffected.
21. Notices
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.
22. Order of Precedence
If there is any conflict, the following order applies: (1) these Terms and any Order Form, (2) Schedules (including the DPA and Marketplace Appendix), (3) the Marketplace Operating Guide (MOG), (4) the Service Level Statement (SLS), and (5) other documents referenced in the Portal.
23. Modifications
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 this Term agreement by written notice within the 30-day notice period; the change will not apply during that notice period.
24. Additional Provisions for Merchants in Germany
Scope: This Section 23 applies where the Merchant’s registered office is in Germany or where the Merchant primarily uses the Services to Customers in Germany.
Entrepreneur Status: The Merchant confirms that it is not a “Verbraucher” within the meaning of § 13 BGB and that it uses the Services solely as an “Unternehmer” within the meaning of § 14 BGB.
Responsibility for German Consumer & E-Commerce Law: The Merchant is solely responsible for compliance with mandatory German consumer protection, e-commerce, food and advertising laws in relation to its Products and dealings with Customers, including (where applicable):
provision of pre-contractual information and any model withdrawal forms;
implementation of legally required cancellation or termination mechanisms for consumers;
correct price indication (including VAT and any additional charges) in accordance with applicable law; and compliance with food information and allergen labelling rules.
Mandatory German Law: Nothing in these Terms is intended to limit or exclude liability in a way that would be invalid under §§ 276(3), 309 No. 7 BGB or other mandatory provisions of German law.
Schedule 1: Subscription Plan
Subscription Plans are charged monthly in advance.
Merchants may opt for an annual payment option for any paid plan, which is billed upfront for 12 months and includes an applicable discount off of the total subscription cost.
The applicable subscription plans, fees, transaction charges, and marketplace fees are published on our website at https://poweredbysous.com/pricing (or such other URL notified by SOUS from time to time).
By subscribing to a plan, you agree to pay the fees set out for that plan.
SOUS may update pricing in accordance with Section 17.
*Specialised terms, fees or processes will be added as an addendum to this contract at the sole discretion of SOUS.