General Terms and Conditions of waitrAI Sp. z o.o. for Restaurants

(1) These Terms and Conditions apply to all contracts between waitrAI Sp. z o.o., ul. Stolarska 5, 56-400 Oleśnica, Poland, KRS 0001201023 (“waitrAI”), and its customers concerning the use of the waitrAI platform.

(2) The offer is directed exclusively at entrepreneurs (business customers) within the meaning of Section 14 of the German Civil Code (BGB). On conclusion of the contract, the customer confirms that it is acting in the exercise of its commercial or independent professional activity.

(3) Deviating terms of the customer apply only if waitrAI agrees to them in text form. This also applies if waitrAI does not object to them. Individual agreements take precedence over these Terms and Conditions.

(1) The contract is concluded when the customer completes the onboarding, agreeing to these Terms and Conditions, and waitrAI activates access. waitrAI confirms the conclusion of the contract by email and sends these Terms and Conditions as a PDF.

(2) The customer provides complete and correct information and keeps it up to date. It keeps its access credentials and the manager PIN secret. It is responsible for actions taken via its account, unless it is not responsible for the misuse.

(3) waitrAI may refuse to conclude a contract for objective reasons, in particular in the case of false information or suspected misuse.

(1) waitrAI provides software for use via the internet (software as a service). The scope is governed by the service description of the booked plan and these Terms and Conditions. Depending on the plan, this includes:

• an assistant that takes orders and reservations via WhatsApp and answers questions;
• a dashboard for orders, reservations, the menu and settings;
• reading in menus with AI;
• payment links via PayPal;
• in the Pro plan additionally a loyalty programme, recommendations when ordering (upselling), broadcast messages, analytics and the automatic processing of vouchers and discount promotions when ordering.

(2) waitrAI does not provide any software for installation and no source code.

(3) waitrAI develops the platform further and may change it if the agreed services are essentially preserved and the change is reasonable for the customer. Material restrictions of the agreed services are only possible with the customer's express consent; the loyalty programme module is subject to its own rules.

(1) Some functions use language models, in particular the replies in the chat, the conversion of voice messages into text and the reading-in of menus. Language models generate their results on the basis of probabilities. waitrAI owes a system in line with the state of the art with the safeguards named in the service description, but not an answer that is correct in every individual case. This forms part of the agreed quality. Notwithstanding this, waitrAI owes that prices, totals, allergens and additives in order summaries and confirmations are taken over unchanged from the data approved by the customer. The service description in the versioned form valid at the time the contract is concluded is authoritative.

(2) The assistant uses only the data that the customer has approved: menu, prices, allergens, additives, opening hours, delivery areas. Menus that have been read in only go live once the customer has checked and approved them.

(3) As a food business operator, the customer is responsible for the correctness and completeness of its information, in particular for prices, allergens and additives (EU Food Information to Consumers Regulation, LMIV). It checks incoming orders before accepting them.

(4) waitrAI informs guests at the first contact that they are writing to an AI system (“digital AI waiter”), and the assistant answers honestly on request that it is not a human (Art. 50(1) of the EU Artificial Intelligence Act, AI Act). The customer may not remove, change or circumvent this notice and may not present the assistant as a human.

(5) The customer ensures that its staff are sufficiently familiar with the AI functions (Art. 4 AI Act). waitrAI provides instructions for this purpose.

(6) waitrAI and its service providers do not use content of the customer and its guests to train AI models.

(1) For the chat, the customer uses its own WhatsApp Business account with Meta; waitrAI accesses it on the customer's behalf. For payment links, the customer uses its PayPal account; for invoicing, waitrAI uses Stripe. waitrAI's service ends at the interface to these services (handover point). waitrAI is not responsible for their availability, unless the disruption is based on a breach of duty by waitrAI.

(2) The customer complies with the terms and policies of WhatsApp, in particular the WhatsApp Business Messaging Policy. Where necessary, it concludes and maintains its own contracts with these services, for example its own PayPal account.

(3) If Meta changes its terms or technical requirements, waitrAI may adapt the affected functions to the extent necessary. The customer pays fees for its WhatsApp Business account directly to Meta.

(4) If Meta blocks or restricts the customer's WhatsApp number or if Meta permanently excludes services such as waitrAI, either party may terminate the contract with 14 days' notice. waitrAI refunds, on a pro rata basis, any fee paid in advance for the period after the end of the contract. This does not apply if the customer caused the block by a breach of the WhatsApp policies.

(1) waitrAI provides the platform at the handover point with an availability of 99 % per calendar month. Availability is measured by external monitoring of order reception at intervals of no more than five minutes; the customer can view the result.

(2) The following do not count as downtime:

• announced maintenance, at most 4 hours per month, Mondays to Thursdays between 2 and 6 a.m.;
• disruptions of the services under § 5(1), of the internet or of the customer's devices, to the extent that they lie outside the sphere of influence of waitrAI and its sub-processors;
• blocks under § 10.

(3) waitrAI may install urgent security updates at any time.

(4) Support is available by email to hello@waitrai.app, on working days from 9 a.m. to 6 p.m. waitrAI handles disruptions that prevent order operations as a priority.

The customer:

• keeps the menu, prices, availability, opening hours, delivery areas and contact details up to date and correct;
• checks orders and reservations and responds in the dashboard within a reasonable time;
• uploads only content that it is entitled to use, and only lawful content;
• does not misuse the platform, in particular not for spam, deception or attacks on the platform;
• reports identified disruptions and security incidents without undue delay;
• backs up data that it needs outside the platform itself, for example for its accounting.

(1) The customer alone is responsible for advertising to guests, including via broadcast messages. It sends advertising only to guests who have previously given their express consent (Section 7(2) No. 2 of the German Act against Unfair Competition, UWG). Requests for a review also count as advertising in this respect.

(2) waitrAI provides tools for this purpose: a consent request with proof, unsubscribing by keyword, an unsubscribe notice in every advertising message and a check of consent before each send. The customer may not circumvent these tools. It enters unsubscribe requests that reach it by other means in the dashboard without undue delay.

(3) The customer publishes a privacy notice for its guests. waitrAI provides a template for this; the template does not constitute legal advice.

(1) The prices of the booked plan according to the price list apply, currently:

• Basic: €49 per month plus €0.99 per order;
• Pro: €99 per month plus €1.29 per order.

All prices are net prices. For customers established in another EU member state, the customer owes the VAT (reverse charge); for this purpose it provides its VAT identification number.

(2) An order is any order that a guest submits via the platform and that is received in the customer's dashboard. The order fee arises upon submission and remains payable even if the customer later declines the order or the order is cancelled.

(3) The monthly fee is payable in advance, the order fees at the end of the month. Invoicing is handled via Stripe. The customer receives invoices electronically. It can view the invoiced orders individually in the dashboard.

(4) The customer must raise objections to an invoice in text form within eight weeks of receipt. After that, the invoice is deemed approved. waitrAI points out this consequence in every invoice.

(1) If the customer is more than 14 days in default with an amount of at least one monthly fee, waitrAI may block access. Before doing so, waitrAI sends a reminder in text form, sets a deadline of at least seven days and gives notice of the block.

(2) waitrAI may temporarily block individual functions or access without prior warning if there are concrete indications that:

• there is a significant risk to the security of the platform;
• the customer is sending unlawful advertising or misusing the platform;
• a block of the WhatsApp number by Meta is imminent and can only be averted in this way.

The block extends only as far as necessary, for example only to broadcast messages. waitrAI informs the customer without undue delay and lifts the block as soon as the reason has ceased to apply.

(3) Even during a block, the customer can export its data under § 18.

(4) If the customer is responsible for the block, the monthly fee remains payable.

(1) waitrAI may change the prices with six weeks' notice with effect from the beginning of a billing month, at most once in twelve months.

(2) An increase is only permitted to the extent that waitrAI's costs for the service have risen overall, in particular for language models, hosting and the staff for operations and support. Reduced costs in one area are offset against increased costs in another. If the costs fall overall, waitrAI reduces the prices at the same time and to the same extent as it would have raised them in the event of an increase.

(3) The customer may terminate the contract with effect from the time of the change. waitrAI points this out in the announcement.

(1) For the term of the contract, waitrAI grants the customer the simple (non-exclusive), non-transferable right to use the platform for its own business. All rights to the software, databases, interfaces and trade marks remain with waitrAI.

(2) The customer retains the rights to its content (menu, photos, logo, texts). It grants waitrAI the right to store, edit and display that content for the term of the contract, to the extent necessary for the service. This includes print products under § 20.

(3) The customer guarantees that it is entitled to grant these rights.

(4) waitrAI may analyse anonymised and aggregated usage data without personal reference in order to improve the platform. AI models are not trained with content of the customer or its guests (§ 4(6)).

(5) waitrAI may name the customer with its name and logo as a reference. The customer may object to this at any time.

(1) For the data of its guests, the customer is the controller and waitrAI is the processor. For this purpose, the parties conclude the Data Processing Agreement, which forms part of this contract.

(2) For the data of the customer and its employees in the account, in invoicing and in support, waitrAI is itself the controller. waitrAI's privacy policy applies in this respect.

(1) The customer reports defects without undue delay and in a comprehensible manner in text form.

(2) waitrAI remedies defects within a reasonable period. waitrAI handles disruptions that prevent order operations as a priority.

(3) Strict (no-fault) liability for defects that already existed at the time the contract was concluded (Section 536a(1), first alternative, BGB) is excluded.

(4) The right to reduce the fee and to terminate under Section 543 BGB remains unaffected.

(1) waitrAI is liable without limitation:

• in the event of intent and gross negligence;
• in the event of injury to life, body or health;
• under a guarantee it has assumed and in the event of fraudulent intent;
• under the German Product Liability Act (Produkthaftungsgesetz) and in other cases of mandatory liability.

(2) In the event of slight negligence, waitrAI is only liable if it breaches a material contractual obligation. These are obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose fulfilment the customer may regularly rely, for example the provision of order reception. Liability is then limited to the damage typical for the contract and foreseeable at the time the contract was concluded.

(3) In the cases of paragraph 2, waitrAI's liability per case of damage is limited to the agreed fees for the twelve months preceding the case of damage, but to no less than €5,000. Several damages arising from the same cause count as one case of damage.

(4) Paragraphs 2 and 3 also apply to waitrAI's employees, representatives and vicarious agents.

(5) Claims for damages outside paragraph 1 become time-barred one year from the time at which the customer became aware, or without gross negligence ought to have become aware, of the claim and of waitrAI as the debtor.

(6) If the customer takes recourse against waitrAI because of injury to the life, body or health of a guest, paragraph 1 applies to the extent that waitrAI is responsible for the damage.

(7) Paragraphs 1 to 5 apply to data protection breaches, including compensation under Art. 82(5) of the General Data Protection Regulation (GDPR). In the event of slight negligence, waitrAI's total liability for this is limited to €25,000 per contract year.

(1) If a third party asserts a claim against waitrAI because the customer has breached this contract or the law, the customer indemnifies waitrAI against that claim. This applies in particular to:

• advertising without effective consent;
• content to which the customer holds no rights;
• incorrect information on prices, allergens or additives that the customer has approved;
• breaches of the WhatsApp policies.

The indemnification covers reasonable costs of legal defence.

(2) The indemnification does not apply to the extent that the customer is not responsible for the breach.

(3) waitrAI informs the customer without undue delay, does not acknowledge the claim without the customer's consent and, on request, leaves the defence to the customer.

(4) If waitrAI contributed to causing the third party's claim, this is taken into account under Section 254 BGB. Excluded are claims based solely on the customer having used a template provided by waitrAI unchanged.

(1) The contract runs for an indefinite period. Either party may terminate it with effect from the end of any billing month, in the dashboard or in text form. If the loyalty programme module is active, waitrAI may only terminate ordinarily with six months' notice.

(2) The right to extraordinary termination remains unaffected. Good cause for waitrAI exists in particular in the event of:

• payment default of more than two monthly fees;
• repeated unlawful advertising despite a formal warning;
• serious misuse of the platform.

(1) The customer may at any time, including after termination, export its data in a common machine-readable format:

• menu;
• restaurant profile and settings;
• orders;
• reservations;
• guest data;
• loyalty points;
• proof of consent;
• reviews.

(2) At the customer's request, the service continues after the end of the contract for a transition period of up to 30 days so that the customer can switch to another provider (Art. 25 of the EU Data Act). The pro rata monthly fee applies for this period.

(3) After the end of the contract, and after the transition period where applicable, the customer can still retrieve its data for 30 days. waitrAI then deletes it, unless there is a statutory obligation to retain it. The details regarding guest data are governed by the Data Processing Agreement.

(4) waitrAI does not charge any fees for the switch and the export.

(5) On request, waitrAI supports the switch to another provider or to the customer's own infrastructure to a reasonable extent. If the transition period cannot be met for technical reasons, waitrAI notifies the customer of this within 14 working days of the request, gives reasons and specifies a transition period of no more than seven months. The customer may extend the transition period once.

(6) The data under paragraph 1 also includes chat histories, to the extent they are still stored. Internal system data without reference to the customer, security logs and data whose disclosure would infringe the rights of third parties are not exported.

(1) waitrAI may change these Terms and Conditions for the future only for one of the following reasons:

• changes in the legal situation or case law;
• requirements of authorities;
• changed terms of Meta or other services under § 5;
• new functions, to the extent that they do not restrict existing rights of the customer;
• security reasons.

(2) Changes to the prices and the main services, to liability, indemnification, term and termination, the place of jurisdiction and the Data Processing Agreement are excluded by this route. For these, § 11 and § 3(3) apply, or the customer's express consent is required.

(3) waitrAI announces a change at least six weeks in advance in text form and sends the new version. If the customer does not object by the time the change takes effect, the change is deemed accepted. In the announcement, waitrAI points out this consequence, the right to object and the right to terminate.

(4) If the customer objects, the contract continues on the previous terms. waitrAI may then terminate it with effect from the time the change takes effect.

(1) waitrAI supplies print products such as flyers, table displays or QR code cards at the prices of the respective order.

(2) Before printing, the customer receives a draft for approval. It checks it in particular for name, telephone number, QR code, prices and spelling mistakes. waitrAI is not liable for errors contained in the approved draft.

(3) Slight colour deviations within the range customary in printing do not constitute a defect.

(4) If the customer is a merchant (Kaufmann), Section 377 of the German Commercial Code (HGB) applies. Otherwise, the customer reports obvious defects in text form within 14 days of receipt. In the event of defects, waitrAI reprints; if the reprint fails, the customer may reduce the price or withdraw from the order of the print product.

(5) Delivery dates are non-binding unless they have been expressly agreed as binding.

(6) Each plan includes, once, a free starter kit with 1,000 personalised A5 flyers, 4 A5 table displays and 4 stickers for the door and shop window. waitrAI prints and ships it after the subscription starts. On the flyers, the customer may present its own offers and vouchers in any plan; the automatic processing of vouchers and discount promotions when ordering is part of the Pro plan. Paragraphs 2 to 5 apply accordingly to the starter kit.

(1) If the customer recommends waitrAI to another restaurant using its referral code and that restaurant pays its first invoice, waitrAI credits the customer with one monthly fee of the Basic plan. The credit is offset against the next invoice and not paid out; if the contract ends before then, it is offset against the final invoice.

(2) The customer's own businesses and sham registrations do not count.

(3) The customer is itself responsible for how it makes recommendations. It does not advertise by email, WhatsApp or telephone without the recipient's consent.

(4) waitrAI may end the programme for the future. Credits already earned are retained.

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising from this contract is Hamburg. waitrAI may also bring an action at the customer's registered office.

(3) The contractual language is German.

(4) Declarations under this contract require text form, unless otherwise provided.

(5) If a provision is invalid, the remaining provisions remain valid. Section 306 BGB applies.

This annex forms part of these Terms and Conditions and applies only if the customer activates the loyalty programme.

T1. Roles

T1.1 Towards its guests, the customer is the sole provider of the loyalty programme. It sets the rules, publishes the terms of participation in its own name and owes all rewards.

T1.2 waitrAI only provides the software. waitrAI keeps the points accounts on behalf of the customer in accordance with the Data Processing Agreement. waitrAI does not become a contracting party of the guests and owes them no rewards.

T1.3 The rights to the software and database lie with waitrAI. The data of the points accounts are data of the customer within the meaning of the Data Processing Agreement.

T2. Obligations of the customer

T2.1 Before launch, the customer publishes terms of participation for its guests. waitrAI provides a template for this. The template does not constitute legal advice; the customer checks itself whether it suits its business.

T2.2 The customer is responsible for:

• compliance with its terms of participation towards the guests;
• advertising for the programme, including the required consents (Section 7 UWG) and mandatory information (Section 5b(4) UWG);
• the tax treatment of points and rewards;
• the protection of minors in the case of rewards involving alcohol.

T2.3 The customer changes the programme rules in the settings only in the way its terms of participation permit. The software supports it in this with notice periods.

T3. Services of waitrAI

T3.1 waitrAI books points according to the customer's settings, shows the guests their balance and processes redemptions.

T3.2 waitrAI logs every booking with the time, reason and associated order.

T3.3 The customer can correct bookings in the dashboard. If waitrAI identifies a technical error in bookings, waitrAI fixes it, corrects the affected bookings and informs the customer.

T4. Liability

T4.1 waitrAI is liable for errors in points bookings only in accordance with the liability rules of the main contract.

T4.2 If the customer could have avoided a booking error by a correction under T3.3, this is taken into account as contributory fault under Section 254 BGB.

T5. Indemnification

T5.1 If a guest or a third party asserts a claim against waitrAI in connection with the loyalty programme and the claim is based on a breach of duty by the customer, the customer indemnifies waitrAI against that claim. This applies in particular to missing or invalid terms of participation, rewards not granted and impermissible advertising. The indemnification covers reasonable costs of legal defence.

T5.2 The indemnification does not apply to the extent that the customer is not responsible for the breach of duty.

T5.3 waitrAI informs the customer of the claim without undue delay, does not acknowledge it without the customer's consent and, on request, leaves the defence to the customer. Excluded from the indemnification are claims based solely on the customer having used waitrAI's template for the terms of participation unchanged.

T6. End of the contract, change of plan

T6.1 If the main contract ends, the customer remains bound towards its guests. It must either continue to service the points itself or end the programme properly in accordance with its terms of participation.

T6.2 If the customer switches to a plan without a loyalty programme, this counts as notice of the end of the programme in accordance with its terms of participation. The software informs the participants. For three months the programme continues unchanged; after that, guests can still redeem their points until twelve months after the switch but can no longer collect new ones (redemption mode). Both are included in the new plan at no extra charge. Before the switch, the software informs the customer of this.

T6.3 waitrAI makes the points balances and the booking history available to the customer for retrieval in a machine-readable format. This applies until 30 days after the end of the contract or after the end of the transition period under § 18 of the Terms and Conditions, including during a block due to payment default.

T6.4 After that, waitrAI deletes or hands over the data in accordance with the Data Processing Agreement.

T7. Change or discontinuation of the module by waitrAI

T7.1 waitrAI announces a material change or the discontinuation of the loyalty programme module at least six months in advance.

T7.2 In this case, the customer receives the export under T6.3 and a special right of termination with effect from the time of the change.

T7.3 The period is longer than the customer's notice period towards the guests (three months). This allows the customer to convert or end its programme in good time. If waitrAI terminates the main contract ordinarily while the module is active, a notice period of six months applies (§ 17 of the Terms and Conditions); the redemption mode then continues at no extra charge until twelve months after the termination.

T8. No own use by waitrAI

waitrAI does not use the data of the points accounts for its own purposes, in particular not for advertising, profiling or training AI models. Only anonymised, aggregated statistics under § 13(1) of the Data Processing Agreement are permitted.