Terms and Conditions

1. Important notice

PLEASE READ THE "DISPUTE RESOLUTION AND ARBITRATION" SECTION CAREFULLY. IF YOU LIVE OR DO BUSINESS IN THE UNITED STATES, OR IF YOU CONTRACT AS A RESTAURANT, IT CONTAINS A BINDING ARBITRATION AGREEMENT AND A WAIVER OF CLASS ACTIONS AND JURY TRIAL, WITH EXCEPTIONS AND A 30-DAY OPT-OUT PERIOD. NOTHING IN THESE TERMS LIMITS THE NON-WAIVABLE RIGHTS GRANTED TO YOU BY THE CONSUMER PROTECTION LAWS OF YOUR COUNTRY.

2. Acceptance, capacity and scope

To use the Service you must be at least 16 years old, or the minimum age required in your country to consent to the processing of your data if higher, and have the legal capacity to enter into a contract. To contract on behalf of a business you must be of legal age and authorised to bind it; in that case, "you" includes that business.

These Terms apply to everyone who uses the Platform. Some sections apply only to one type of user and say so: the restaurant terms apply to businesses that create an account and to their staff; the diner and Fudi ID terms apply to people who buy, book or hold a personal account. If a restaurant signs a written agreement with Fudinow, that agreement prevails over these Terms where they conflict.

3. Definitions

• "Restaurant": the food and beverage business, hotel or other establishment that creates an organisation on Fudinow to run one or more locations or brands, on a free or paid plan.
• "Staff": the people a Restaurant gives access to its organisation, such as owners, administrators, managers, cashiers, servers, cooks, accountants or drivers.
• "Diner": the person who orders, books, pays or identifies themselves at a Restaurant through the Platform.
• "Fudi ID": the Diner's free personal account, identified by a public code in the format FU-XXXXXXXX, that works at every Restaurant using Fudinow.
• "User": anyone who accesses the Platform, whether a Restaurant, Staff, Diner or visitor.
• "Plan": the subscription and add-on modules a Restaurant subscribes to, with their features, limits and price.
• "Restaurant Data": the information the Restaurant or its Staff upload or generate on the Platform, including the personal data of its customers, guests and Staff.
• "Content": any information, text, image, menu, price or other material a User uploads, submits or generates on the Platform.
• "Third-Party Services": products or services not provided by Fudinow, such as payment processors, delivery platforms, identity providers or artificial intelligence providers.

4. The Service

Fudinow is a software-as-a-service platform. Depending on the Plan, it offers Restaurants point of sale, tables and floor, kitchen screens, cash and closeouts, menu and catalog, promotions, inventory and purchasing, customers and loyalty, gift cards, house accounts, bookings and waitlist, catering, hotel, online store, QR menu, kiosk, screens, own delivery, integrations with delivery platforms, team and payroll, reports, Fudinow AI, an application programming interface and webhooks. To Diners it offers each Restaurant's store and menu, order tracking, bookings and Fudi ID.

Fudinow is a technology provider. It is not a restaurant, food seller, carrier, hotel, financial institution, payment instrument issuer, payroll provider or tax, accounting, employment or legal adviser, and it is not a party to the contracts Restaurants enter into with their Diners, Staff or third parties.

We may improve, change, replace or remove features. If we remove an essential feature from a current paid Plan, we will give at least 30 days' notice and, if no reasonable alternative is offered, the Restaurant may cancel and receive a pro rata refund of any prepaid amount for the unused period.

5. Accounts, access and security

You must provide accurate, complete and up-to-date information. You are responsible for keeping your credentials confidential, including passwords, passkeys, second authentication factors, PINs, verification codes, station codes and pairing links for terminals, screens and kiosks, and for the security of your email, phone and devices.

All activity under your credentials is deemed yours. The Restaurant is responsible for the activity of its Staff and of the devices it pairs. You must notify us immediately at info@fudinow.com if you suspect unauthorised access, and sign out of sessions or revoke the affected devices.

If your organisation uses single sign-on with its own identity provider, the Restaurant is responsible for that configuration and for promptly removing anyone who should no longer have access.

6. Terms for restaurants

Responsibility for the business

The Restaurant is solely responsible for its business and for what it sells or provides through the Platform, in particular its products, prices, taxes, promotions, availability, quality, food safety, nutrition and allergen information, delivery times, customer service, cancellation and refund policies, and for complying with health, consumer protection, advertising, alcohol, accessibility and any other rules that apply to it.

Tax and accounting obligations

The Platform calculates taxes according to the settings the Restaurant defines and issues non-fiscal receipts. Fudinow does not issue electronic tax invoices or receipts and does not file returns. The Restaurant must configure its taxes correctly, check amounts, tips, service charges, discounts and cash counts, and issue the documents its country's law requires. The reports and journal entries the Platform produces are support tools and do not replace an accountant's review.

Staff, tips and payroll

The Restaurant decides who has access, with which role, permissions and locations, and is responsible for its Staff's use. Time clock, schedules, tip distribution, commissions and payroll export are recording and calculation tools: Fudinow does not pay wages or tips and is not the Staff's employer. The Restaurant must check that its rules and payments comply with applicable employment and tax law.

Gift cards, house accounts, credit and loyalty

Gift cards, store credit, house accounts, points and rewards are issued and granted by the Restaurant, under its responsibility. The Restaurant is responsible for their terms, for honouring balances, for any credit it extends and for complying with the rules on gift cards, expiry, unclaimed balances and consumer credit that apply to it. Fudinow only provides the record of those balances.

Delivery, hotel and catering

The drivers a Restaurant uses are its Staff or contractors, not Fudinow's. The Restaurant is responsible for deliveries, for handling food and cash, and for the hotel or catering services it provides with the Platform.

Devices, connectivity and offline mode

The Restaurant is responsible for its devices, printers, scales, payment terminals, network and internet. The point-of-sale terminal can record cash sales offline and send them when the connection returns; until then, those sales exist only on that device. The Restaurant must sync them before closing the drawer, clearing browser data or changing devices. Fudinow is not liable for the loss of operations that were never synced.

Support access

To help you, the Fudinow team can only enter a location if the owner or another authorised person grants it, for up to 72 hours and revocable at any time. That access is read-only, is shown with an on-screen notice and every request is recorded in an audit log. Without that authorisation, Fudinow only accesses Restaurant Data when necessary for the security, integrity or continuity of the Service, to meet a legal obligation or to carry out an express request of the Restaurant, such as an export or recovering the owner's access.

7. Plans, free trial, prices and payment

Current Plans, modules and prices are published on the plans page or agreed in writing. Unless agreed otherwise, prices are stated in United States dollars, per location and per month or per year, and exclude taxes, withholdings and bank fees, which are borne by the Restaurant.

• Free trial: a new organisation may receive a trial period with features of a higher Plan. When it ends, the Restaurant must choose a Plan; otherwise we may limit features or suspend the organisation, without deleting its data during the retention period stated in the termination section.
• Billing and payment: the Restaurant pays in advance by the method we indicate, such as bank transfer or deposit. Fudinow does not request or store card details to charge for Plans.
• Renewal: Plans renew for equal periods unless the Restaurant cancels before the next period starts.
• Price changes: we will announce them at least 30 days in advance and they will apply from the next period. If you disagree, you may cancel before they take effect.
• Limits: each Plan has limits on locations, terminals, users or operations. When they are reached, the Platform may prevent new additions until the Plan is changed.
• Non-payment: if a payment is overdue and not made after our notice, we may suspend the organisation until it is settled.
• Refunds: amounts paid are non-refundable, except as provided in these Terms or required by law.

Fudinow charges no commission on orders from the Restaurant's online store, QR menu or own delivery. Fees of payment processors, delivery platforms and other Third-Party Services are governed by the Restaurant's contracts with them.

8. Processing of data on behalf of the restaurant

For personal data included in Restaurant Data, the Restaurant acts as controller and Fudinow as processor. This section is the data processing agreement between them. Under it, Fudinow undertakes to:

• process that data only to provide the Service, under these Terms and the Restaurant's documented instructions, which include the settings it makes on the Platform;
• not sell it, not share it for advertising and not use it to benefit another Restaurant;
• require confidentiality from the people authorised to process it;
• apply technical and organisational security measures appropriate to the risk;
• use only sub-processors that offer equivalent guarantees and give notice of relevant changes, with the Restaurant entitled to object on reasonable grounds;
• notify the Restaurant without undue delay, and where feasible within 72 hours of confirming it, of any security breach affecting that data, with the information available so it can meet its own obligations;
• reasonably assist the Restaurant in responding to data subject requests, through the Platform's export and anonymisation tools;
• at the end of the Service, return or allow export of the data and then delete it, except where the law requires it to be kept;
• make available to the Restaurant the information reasonably necessary to demonstrate compliance with these obligations.

The Restaurant represents that it has a legal basis to collect and process that data, that it has informed data subjects with its own privacy notice, that it only sends marketing communications to people who consented, and that it will not upload special categories of data that are not necessary for its operation.

9. Terms for diners

Restaurants are businesses independent from Fudinow. When you place an order, make a booking or pay through the Platform, you contract directly with the Restaurant, which is solely responsible for its products, prices, delivery fees, tips, taxes, deliveries, allergen information and cancellation and refund policies.

Any claim about an order, booking or product should first be addressed to the Restaurant. If you cannot reach it, write to us and we will help you get your request to it. Allergen information is provided by each Restaurant; if you have an allergy or restriction, confirm it directly with the Restaurant before eating.

If you share your location when placing a delivery order, it will be used to locate the delivery. You are responsible for the address and contact details you provide being correct.

10. Fudi ID

Fudi ID is a single, free and non-transferable personal account that works at every Restaurant using Fudinow. It lets you identify yourself with your personal code, save your details and addresses, see your order and booking history, and join each Restaurant's rewards programs. You may not hold more than one account to obtain undue benefits.

You create your Fudi ID by verifying your email with a one-time code or with a supported identity provider. Your personal code is temporary and single-use: do not share it or post screenshots of it. A Restaurant may link to your Fudi ID orders placed with your verified contact details, and the Platform may add to your history the orders you placed in the same browser in the last 90 days. If an order is not yours, you can say so and it will no longer be shown.

You decide what data you share with each Restaurant when you join it. You can download your data and delete your Fudi ID from "Account" → "Privacy". Deletion is permanent: we close your sessions, unlink your profiles at Restaurants and withdraw your marketing consents. Orders, payments and points remain in each Restaurant's records, which it keeps according to its obligations.

11. Rewards programs, gift cards and promotions

Each Restaurant decides whether to offer points, tiers, stamps, missions, referrals, gift cards or promotions, and sets their rules. Unless the law provides otherwise:

• points and rewards are not money, have no value outside the Restaurant that issues them, cannot be transferred to another Restaurant or person and cannot be exchanged for cash;
• the Restaurant may change or end its program, adjust balances after errors, returns or cancellations, and reverse benefits obtained improperly;
• gift cards and store credit can only be used at the Restaurant that issued them and are governed by its terms;
• if you leave a Restaurant or delete your Fudi ID, you lose any pending points and rewards there.

Fudinow is not the issuer of points, gift cards, coupons or credits, and does not guarantee their value or availability.

12. Payments and third-party payment services

Fudinow does not receive, hold or transfer the money Diners pay to Restaurants. Card payments are taken on the terminals or through the payment providers each Restaurant contracts, and the Platform only records the result. Fudinow does not store full card numbers or security codes.

When a Restaurant connects an online payment provider, the payment will be governed by that provider's terms, and the provider will be responsible for its processing and security. Disputes, chargebacks and refunds are resolved between the Diner, the Restaurant and that provider.

13. Integrations, API and third-party services

The Platform may connect with Third-Party Services, such as delivery platforms and email, identity, map, payment or artificial intelligence providers. By enabling an integration, the Restaurant authorises us to exchange with that third party the data it needs to work. Its use is governed by the third party's terms, and Fudinow is not responsible for its availability, accuracy, charges or actions.

Use of the application programming interface and webhooks is subject to the documentation and usage limits we publish. You must protect your keys, not exceed the limits, not use the interface to extract other Restaurants' data or to build a competing product, and we may revoke access in case of abuse.

14. Fudinow AI

Fudinow AI uses third-party artificial intelligence models to answer questions, produce briefs, detect risks and propose actions, such as price changes, campaigns, loyalty missions or purchase orders. Its results are generated automatically, may be inaccurate or incomplete and are not professional advice.

Proposed actions are not carried out without the approval of an authorised person, unless the Restaurant enables an automatic mode within the limits it sets. The Restaurant is responsible for reviewing the results and for the decisions it makes with them.

To produce results we send our artificial intelligence providers only the information needed, mainly aggregated business data, without customers' names, emails or phone numbers. Those providers act on Fudinow's behalf and, under their terms for business customers, do not use that information to train their models.

15. Electronic communications

You agree to receive electronically, by email, in-app or browser notifications, or postings on the Platform, the notices, agreements and other communications related to the Service, and agree that they satisfy any legal requirement to be in writing. Your electronic acceptance of these Terms has the same validity as a handwritten signature.

Service messages, such as verification codes, security alerts, confirmations and receipts, are necessary for your account to work. Marketing communications are only sent to people who agree to them, and you can withdraw that consent at any time from your account or with the link in each message. A Restaurant that sends campaigns to its customers through the Platform is responsible for having their consent and complying with marketing communications laws.

16. Acceptable use

You agree to use the Platform lawfully, in good faith and in line with these Terms. In particular, you must not:

• impersonate someone else, use other people's contact details or create fake or multiple accounts;
• sell illegal products or services, or publish Content that is illegal, misleading, discriminatory, defamatory, obscene or infringes third-party rights;
• record fictitious sales, manipulate cash counts, tips, inventory or rewards programs, or use the Platform to evade taxes or launder money;
• access accounts, data or systems without authorisation, test vulnerabilities without our written permission, or bypass security measures or Plan limits;
• introduce malicious code, overload the infrastructure, carry out load testing or extract data in an automated way without authorisation;
• copy, decompile, reverse engineer or create derivative works of the Platform, except to the extent the law expressly allows;
• resell, sublicense or make the Platform available to third parties beyond what your Plan allows, or use it to build a competing product;
• send unsolicited communications or use the Platform in breach of data protection, consumer, competition or communications laws.

17. User content

You keep ownership of your Content and of Restaurant Data. You grant us a worldwide, non-exclusive, royalty-free licence for the duration of the Service to host, copy, process, adapt, transmit and display that Content only as needed to provide, protect and improve the Service; for example, to publish a Restaurant's menu in its online store.

You represent that you hold the necessary rights to the Content you upload, including product images, logos and trademarks, and that its use on the Platform does not infringe third-party rights or the law. We may remove or block Content that we reasonably consider contrary to these Terms or the law.

We may use aggregated and anonymised data, which does not identify any Restaurant or person, to operate, analyse and improve the Service.

18. Intellectual property and feedback

The Platform, its software, code, design, databases, documentation, trademarks (including "Fudinow", "Fudi ID" and "Fudinow AI"), logos and own content belong to Fudinow or its licensors and are protected by intellectual and industrial property laws. Subject to these Terms and to payment of the Plan where applicable, we grant you a limited, non-exclusive, revocable, non-transferable and non-sublicensable licence to use the Service. We reserve all rights not expressly granted.

If you send us feedback, ideas or suggestions, we may use them freely, without restriction or obligation to compensate you.

19. Copyright infringement claims

We respect third-party intellectual property. If you believe Content on the Platform infringes your copyright, send to info@fudinow.com a notice including: your physical or electronic signature; identification of the copyrighted work; identification of the Content and its location on the Platform; your contact details; a good-faith statement that the use is not authorised; and a statement, under penalty of perjury, that the information is accurate and that you are the owner or authorised to act on the owner's behalf. We may remove the Content and, for repeat infringements, terminate the responsible account.

20. Beta and free features

We may offer features identified as beta, trial, preview or free. They are provided as is, may change or be withdrawn without notice and are not covered by any availability or support commitment. To the extent permitted by law, Fudinow assumes no liability for them.

21. Confidentiality

Each party will keep confidential the other's non-public information received in connection with the Service, including Restaurant Data and Fudinow's technical and business information, and will use it only to perform these Terms. This obligation does not apply to information that becomes public through no fault of the recipient, that it already lawfully knew, that it lawfully obtains from a third party or that it develops independently. It may be disclosed when required by law or an authority, notifying the other party where permitted.

22. Availability, maintenance and support

We make commercially reasonable efforts to keep the Platform continuously available, maintain backups and restore the Service after incidents. There may be interruptions for maintenance, updates, failures of infrastructure or internet providers, attacks or force majeure. We will try to announce scheduled maintenance in advance. Unless a service level agreement is agreed in writing, we do not guarantee an availability percentage.

We provide support through the channels and during the hours each Plan states. We recommend that you periodically export the information you need to keep on your own.

23. Suspension and termination

You may stop using the Service at any time. A Restaurant may cancel its Plan effective at the end of the paid period; a Diner may delete their Fudi ID from their account.

We may suspend or terminate the access of a User or an organisation, in whole or in part, with prior notice where reasonable, if it breaches these Terms, fails to pay, poses a risk of fraud, of harm to other Users or to the security of the Platform, or if the law or an authority requires it. In serious or urgent cases, suspension may be immediate.

After termination, the Restaurant may request an export of Restaurant Data for 30 days. After that period we may delete it, except for information we must keep by law, to resolve disputes or to enforce these Terms. Sections that by their nature should survive, such as outstanding payments, intellectual property, confidentiality, disclaimer of warranties, limitation of liability, indemnification and dispute resolution, remain in force.

24. Disclaimer of warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE". FUDINOW DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, OR THAT CALCULATIONS, REPORTS, FORECASTS OR ARTIFICIAL INTELLIGENCE RESULTS WILL BE ACCURATE. FUDINOW GIVES NO WARRANTY ABOUT THE PRODUCTS, SERVICES, PROGRAMS OR CONDUCT OF RESTAURANTS OR THIRD-PARTY SERVICES.

25. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, SALES, DATA, POINTS OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (B) FUDINOW'S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF: THE AMOUNT YOU PAID FUDINOW IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO IT, OR ONE HUNDRED UNITED STATES DOLLARS (USD 100).

These limitations do not apply to liability that cannot be limited by law, including liability for wilful misconduct or gross negligence, to indemnification obligations or to amounts owed by the Restaurant. Fudinow is not liable for the acts or omissions of Restaurants, their Staff, Diners or Third-Party Service providers.

26. Indemnification

The Restaurant, and any User to the extent applicable, will defend, indemnify and hold harmless Fudinow, its officers, employees and suppliers from claims, damages, penalties, costs and reasonable expenses, including attorneys' fees, brought by third parties or authorities and arising from: its products or services; its Content or Restaurant Data; a breach of these Terms or the law, including tax, employment, health, consumer and data protection rules; or its relationships with its Diners, Staff or suppliers.

Fudinow will defend the Restaurant against third-party claims alleging that the Platform, used in accordance with these Terms, infringes their intellectual property rights, and will pay the resulting damages awarded. This obligation does not apply to infringements arising from the Restaurant's Content, Third-Party Services or unauthorised modifications. If a claim occurs or is likely, Fudinow may modify the feature, obtain a licence or terminate the affected Service and refund the prepaid pro rata amount.

The indemnified party must give prompt notice, allow the other party to control the defence and reasonably cooperate. No settlement imposing obligations on the indemnified party may be agreed without its consent.

27. Dispute resolution and arbitration

Before starting any claim, the affected party must send the other a written description, to info@fudinow.com in Fudinow's case, and both will try to resolve it in good faith for 60 days.

If the dispute is not resolved and you live or do business in the United States, or you contract as a Restaurant in any country, it will be resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer or Commercial Rules, as applicable, or, for Restaurants outside the United States, by its International Centre for Dispute Resolution. The seat of arbitration will be Miami, Florida; it may be held online, in Spanish or English, before a single arbitrator, and will be governed by the United States Federal Arbitration Act. The award will be final and may be enforced in any competent court.

CLASS ACTION AND JURY WAIVER: TO THE EXTENT PERMITTED BY LAW, THE PARTIES MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, AND WAIVE A TRIAL BY JURY.

• Exceptions: either party may bring a claim in small claims court within its jurisdiction, or seek injunctive relief from a court to protect its intellectual property or confidential information.
• Opt-out: you may opt out of this arbitration agreement by emailing info@fudinow.com within 30 days of first accepting these Terms, with your name, your account email and a statement that you opt out.
• Costs: for consumers in the United States, Fudinow will pay the administrative costs and arbitrator fees exceeding the filing fee of a court claim, unless the arbitrator finds the claim frivolous.
• Severability: if the class action waiver is found unenforceable for a claim, that claim will be heard in the courts named in the next section and not in arbitration.

If you are a consumer residing outside the United States, arbitration is not mandatory for you and you may go to the courts and consumer protection authorities of your country of residence, under their laws.

28. Governing law and jurisdiction

These Terms are governed by the laws of the State of Florida and the applicable federal laws of the United States of America, without regard to their conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

For matters not subject to arbitration, the parties submit to the state and federal courts located in Miami-Dade County, Florida. If you are a consumer, you also keep the protection of the mandatory rules and the jurisdiction of your country of residence where the law so provides.

Any claim arising from the Service must be brought within one year after the cause of action arises, to the extent applicable law allows that period to be agreed.

29. Export controls and sanctions

You represent that you are not located in a country subject to a comprehensive United States embargo and are not on any restricted party list of the United States, the European Union or the United Nations, and that you will not use the Platform in breach of export control or economic sanctions laws. We may restrict access where necessary to comply with them.

30. Force majeure

Neither party will be liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, epidemics, war, terrorism, riots, government action, power or telecommunications outages, widespread internet or infrastructure provider failures, or cyberattacks, provided it has taken reasonable steps to mitigate them. This does not excuse payment of amounts due.

31. General provisions

• Entire agreement: these Terms, the Privacy Policy and any signed order or agreement are the entire agreement between the parties on their subject and supersede any prior agreement.
• Assignment: you may not assign these Terms without our written consent. Fudinow may assign them to an affiliate or in a merger, acquisition or asset sale, with notice to you.
• Severability: if a provision is held invalid, it will be enforced to the maximum extent possible and the rest will remain in force.
• No waiver: our failure to exercise a right is not a waiver of it.
• Relationship of the parties: the parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment or fiduciary relationship.
• Third parties: these Terms grant no rights to third parties, except as expressly provided for indemnified persons.
• Notices: we will send notices to your account email or through the Platform; you must send them to info@fudinow.com. They are deemed received on the business day after they are sent.
• Language: these Terms are offered in Spanish and English. In case of discrepancy the Spanish version prevails, unless the law of your country requires otherwise.
• Interpretation: headings are for convenience only and the word "including" means "including without limitation".

32. Changes to these Terms

We may change these Terms to reflect changes in the Service, our business or the law. We will publish the current version on this page with its date. If a change is material, we will give at least 30 days' notice by email or on the Platform, unless it is required by law or for security, and will ask you to accept it again where the law requires. If you disagree, you must stop using the Service before it takes effect. Changes do not apply to disputes already notified.

33. Contact

For any question, notice or claim about these Terms, email us at info@fudinow.com.