Terms of Service

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("Merchant", "you", "your") and Ordeliya ApS, a company registered in Denmark with its principal office in Copenhagen ("Ordeliya", "we", "us", "our"). These Terms govern your access to and use of the Ordeliya platform, including all associated websites, applications, application programming interfaces (APIs), tools, and services (collectively, the "Platform" or "Services").

By creating an account, accessing, or using any part of the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you are entering into this Agreement on behalf of a business entity, you represent and warrant that you have the legal authority to bind that entity to these Terms. In such cases, "you" and "your" refer to that business entity.

If you do not agree to these Terms, you must not access or use the Platform. Your continued use of the Platform following the posting of any changes to these Terms constitutes acceptance of those changes in accordance with Section 18 (Modifications to Terms).

These Terms are supplemented by our Privacy Policy, our Data Processing Agreement, our Acceptable Use Policy, and our Cookie Policy, each of which is incorporated herein by reference. In the event of a conflict between these Terms and any supplemental policy, these Terms shall prevail unless the supplemental policy expressly states otherwise.

Ordeliya reserves the right to refuse service, terminate accounts, or restrict access to the Platform at its sole discretion, subject to the provisions of Section 16 (Suspension and Termination).

The following definitions apply throughout these Terms. Where a term is capitalised, it carries the meaning assigned below unless the context clearly requires otherwise.

Core Platform Terms

• "Platform" means the Ordeliya software-as-a-service application, including the administration dashboard, the customer-facing storefront, the kitchen display system, all APIs, mobile applications, and any other tools or interfaces provided by Ordeliya.
• "Merchant" means any individual or business entity that registers for an Ordeliya account to manage a food service operation, including but not limited to restaurants, cafes, bakeries, food trucks, ghost kitchens, and catering businesses.
• "Customer" or "End Customer"means any individual who accesses a Merchant's storefront to browse menus, place orders, make reservations, or otherwise interact with a Merchant through the Platform.
• "Store" means a single physical or virtual food service location operated by a Merchant and configured within the Platform. A Merchant may operate multiple Stores under a single account.
• "Website" or "Tenant"means the top-level organisational unit within the Platform, representing a Merchant's brand or business. A Website may contain one or more Stores.
• "StoreView" means a locale-specific and currency-specific variant of a Store, enabling multi-language and multi-currency support for a single location.

Service and Content Terms

• "Services" means all features, functionality, and capabilities provided by the Platform, including online ordering, table reservations, kitchen display, delivery management, analytics, AI-powered tools, email marketing, POS integration, customer relationship management, and subscription billing.
• "Content" means all text, images, photographs, logos, menu items, product descriptions, pricing information, reviews, and any other material uploaded to, created on, or transmitted through the Platform by a Merchant or Customer.
• "Merchant Data" means all data created, uploaded, or generated by a Merchant through use of the Platform, including menu data, order records, customer information, analytics reports, financial records, and configuration settings.
• "Customer Data" means personal data of End Customers collected through or processed by the Platform, including names, email addresses, phone numbers, delivery addresses, order history, and payment information.

Commercial Terms

• "Subscription" means the recurring licence agreement under which a Merchant accesses paid features of the Platform, billed on a monthly or annual basis in accordance with the selected plan.
• "Plan" means a defined tier of service with specific feature entitlements, usage limits, and pricing, as published on the Ordeliya pricing page or as otherwise agreed in writing.
• "Add-on" or "Module" means an optional feature or service that may be activated in addition to a base Plan for an incremental fee.
• "Free Trial" means a time-limited period during which a Merchant may access certain Platform features without charge, subject to the conditions specified in Section 5.
• "Minor Unit" means the smallest denomination of a currency (for example, cents for EUR, oere for DKK). All monetary values within the Platform are stored and processed in minor units.

3.1 Registration Requirements

To use the Platform, you must create an account by providing accurate, complete, and current information as prompted during the registration process. You represent and warrant that all information provided during registration is truthful and that you will maintain and promptly update such information to keep it accurate and current.

You must be at least eighteen (18) years of age or the age of legal majority in your jurisdiction, whichever is greater, to create an account. If you are registering on behalf of a business entity, you must have the legal authority to bind that entity.

3.2 Account Credentials

You are solely responsible for maintaining the confidentiality of your account credentials, including your password and any authentication tokens. You agree to use strong, unique passwords and to enable multi-factor authentication (MFA) where available, particularly for accounts with administrative privileges.

You must not share your account credentials with any third party. You are responsible for all activities that occur under your account, regardless of whether such activities were authorised by you. You agree to immediately notify Ordeliya at security@ordeliya.com of any unauthorised use of your account or any other breach of security.

3.3 Multi-Store Access

The Platform supports multi-store access, allowing a single user account to be associated with multiple Stores under one or more Websites. Each Store association carries a specific role (Owner, Admin, Manager, or Staff) that determines the permissions available to the user within that Store. You acknowledge that access permissions are set by the Store Owner or Admin and may be modified or revoked at any time.

3.4 Account Suspension

Ordeliya reserves the right to suspend or disable your account if we reasonably believe that your account has been compromised, that you have provided false registration information, or that your use of the Platform violates these Terms. We will make reasonable efforts to notify you prior to or promptly after such suspension, except where doing so would compromise security or violate applicable law.

Ordeliya provides a comprehensive software-as-a-service platform designed specifically for restaurants, cafes, and food service businesses. The Platform comprises the following core service areas, each subject to the terms and conditions set forth herein.

4.1 Online Ordering

The Platform enables Merchants to create and manage digital menus, accept online orders from Customers, and process payments through integrated payment providers. Merchants can configure products, variants, option groups (modifiers, toppings, extras), pricing, availability schedules, and fulfilment methods including delivery, pickup, and curbside collection.

4.2 Table Reservations

The reservation system allows Customers to book tables at participating Stores. Merchants can configure dining areas, table layouts, booking concepts, capacity rules, deposit requirements, waitlist management, reconfirmation workflows, campaign codes, and special events. The reservation system operates independently from the ordering system and may be enabled or disabled per Store.

4.3 Kitchen Display System (KDS)

The KDS module provides real-time order display for kitchen staff, enabling order tracking from receipt through preparation to completion. The KDS is designed to operate on standard web browsers and does not require specialised hardware.

4.4 Delivery Management

Merchants can configure delivery zones, delivery time slots, minimum order amounts, and delivery fees. The Platform supports both Merchant-managed delivery and integration with third-party delivery services. Delivery logistics, including driver management and route optimisation, remain the responsibility of the Merchant unless a third-party integration is utilised.

4.5 Analytics and Reporting

The Platform provides analytics dashboards and reporting tools that aggregate order data, revenue metrics, customer behaviour, and operational performance. Reports may be exported in standard formats. Ordeliya does not guarantee the accuracy of analytics derived from third-party data sources or incomplete order records.

4.6 AI-Powered Features

Ordeliya integrates artificial intelligence capabilities to assist Merchants with tasks such as generating product descriptions, drafting marketing copy, analysing business trends, and providing conversational support. AI features are subject to the additional terms in Section 10.

4.7 Email Marketing

The Platform includes tools for creating and sending email campaigns, managing subscriber segments, tracking deliverability metrics (opens, clicks, bounces), and configuring sender identity with DMARC, SPF, and DKIM authentication. Merchants are solely responsible for obtaining proper consent from recipients and complying with applicable anti-spam legislation, including the EU ePrivacy Directive, the Danish Marketing Practices Act, and CAN-SPAM where applicable.

4.8 POS Integration

The Platform supports integration with point-of-sale devices and systems for in-store order processing. POS device management, including registration, configuration, and decommissioning, is available through the administration dashboard. Ordeliya does not manufacture or sell POS hardware and is not responsible for hardware compatibility or performance.

4.9 Customer-Facing Storefront

Each Merchant receives a customisable customer-facing storefront accessible via a subdomain of ordeliya.com or a custom domain. The storefront supports multiple languages and currencies, theming with custom CSS, and responsive design for desktop and mobile devices. The storefront is the primary interface through which End Customers interact with a Merchant's offerings.

5.1 Plan Tiers

Ordeliya offers multiple subscription plan tiers, each providing a defined set of features, usage limits, and service levels. The current plans, their features, and pricing are published on the Ordeliya pricing page and may be updated from time to time. Custom enterprise plans may be negotiated separately in writing.

5.2 Free Trial

New Merchants may be eligible for a free trial period, the duration and terms of which are specified at the time of registration. During the free trial, you will have access to selected features of the Platform. At the end of the trial period, your account will be transitioned to a paid plan of your choosing, or, if no plan is selected, access to paid features will be suspended. No payment information is required to begin a free trial, but it may be requested before the trial expires to ensure uninterrupted service.

Ordeliya reserves the right to modify, limit, or discontinue the free trial offering at any time without prior notice. Free trials are limited to one per Merchant (identified by business entity, email domain, or payment method) and any attempt to create multiple trial accounts constitutes a violation of these Terms.

5.3 Billing Cycles

Subscriptions are billed either monthly or annually, as selected by the Merchant at the time of subscription. Monthly billing cycles begin on the date of initial subscription and recur on the same day of each subsequent month. Annual billing cycles are invoiced once per year on the subscription anniversary date. If the initial subscription date does not exist in a subsequent month (for example, the 31st), billing will occur on the last day of that month.

5.4 Payment Methods and Currency

Subscription fees are denominated in Danish Kroner (DKK) unless otherwise specified for your region. Payment may be made by credit card, debit card, or other payment methods accepted by our billing provider. You authorise Ordeliya to charge your designated payment method for all applicable fees on each billing date. All monetary amounts displayed and processed by the Platform use minor units (for example, 9900 represents 99.00 DKK).

5.5 Taxes

All prices quoted by Ordeliya are exclusive of value-added tax (VAT) and any other applicable taxes unless explicitly stated otherwise. You are responsible for paying all taxes levied on your subscription by the relevant tax authorities. For Merchants located within the European Union, Ordeliya will charge VAT at the rate applicable in Denmark (currently 25%) or, where applicable, apply the reverse charge mechanism in accordance with EU VAT Directive 2006/112/EC.

5.6 Price Changes

Ordeliya may adjust subscription pricing from time to time. Any price increase will be communicated to you at least thirty (30) calendar days before the next billing cycle. If you do not agree to the new pricing, you may cancel your subscription before the new pricing takes effect. Continued use of the Platform after the price change takes effect constitutes acceptance of the new pricing. Price decreases may take effect immediately.

5.7 Plan Changes

You may upgrade or downgrade your subscription plan at any time through the administration dashboard. Upgrades take effect immediately, and you will be charged a pro-rated amount for the remainder of the current billing cycle. Downgrades take effect at the end of the current billing cycle. If a downgrade causes your usage to exceed the limits of the new plan, you will be notified and given a grace period to bring your usage into compliance before features are restricted.

5.8 Failed Payments and Overdue Accounts

If a payment fails, Ordeliya will attempt to process the payment up to three (3) additional times over a period of ten (10) days. You will be notified of each failed attempt by email. If payment cannot be collected after all retry attempts, your account may enter a grace period of seven (7) days, during which full access is maintained. After the grace period, your account may be suspended until payment is successfully processed. Ordeliya reserves the right to charge reasonable late fees for overdue amounts.

6.1 Third-Party Payment Processors

The Platform integrates with multiple third-party payment processors to facilitate payment acceptance from End Customers. Currently supported processors include Stripe, Adyen, Nets, Reepay, VivaWallet, MyPOS, and PayPal, as well as cash-on-delivery. The availability of specific processors may vary by region. You acknowledge that your use of any payment processor is subject to the terms and conditions of that processor in addition to these Terms.

6.2 Merchant Payment Accounts

To accept payments from End Customers through the Platform, you must establish and maintain an active account with at least one supported payment processor. You are responsible for providing accurate payment processor credentials (API keys, webhook secrets, and related configuration) through the administration dashboard. Ordeliya does not store full credit card numbers and does not act as a payment processor or money transmitter.

6.3 PCI Compliance

The Platform is designed to minimise the Merchant's Payment Card Industry Data Security Standard (PCI DSS) compliance burden by utilising hosted payment forms, tokenisation, and server-side encryption provided by the integrated payment processors. However, you remain responsible for maintaining your own PCI compliance to the extent required by your payment processor agreement and applicable regulations. You must not store, log, or transmit cardholder data outside of the approved payment processor channels.

6.4 Refunds and Chargebacks

Refund processing is initiated through the Platform's administration dashboard and executed via the applicable payment processor. You are solely responsible for your refund policies and for processing refunds in a timely manner in accordance with applicable consumer protection laws. You are also responsible for all chargeback fees, dispute resolution costs, and any financial penalties imposed by payment processors as a result of chargebacks or disputes arising from transactions processed through your Stores.

6.5 Transaction Fees

Transaction fees charged by third-party payment processors are separate from and in addition to Ordeliya subscription fees. These fees are set by the respective payment processor and are the sole responsibility of the Merchant. Ordeliya does not mark up or profit from payment processing fees charged by third-party processors.

6.6 Settlement and Payouts

Payment settlement timelines and payout schedules are determined by the respective payment processor and are outside of Ordeliya's control. Ordeliya provides revenue reporting and analytics within the Platform but does not guarantee the accuracy of these reports relative to payment processor records. In the event of a discrepancy, the payment processor's records shall be considered authoritative for settlement purposes.

7.1 Accurate Information

You are responsible for ensuring that all information published through the Platform is accurate, complete, and not misleading. This includes, without limitation, menu items, product descriptions, ingredient lists, allergen declarations, pricing, availability, operating hours, delivery zones, and business contact information. Inaccurate information may result in harm to End Customers and may expose you to legal liability for which Ordeliya bears no responsibility.

7.2 Food Safety and Regulatory Compliance

You are solely responsible for compliance with all applicable food safety laws, regulations, and standards in the jurisdictions in which you operate. This includes, but is not limited to, food hygiene regulations, allergen labelling requirements (including EU Regulation No. 1169/2011), temperature control standards, and local health authority inspections. In Denmark, you must comply with the Foedevarestyrelsen (Danish Veterinary and Food Administration) requirements, including the "egenkontrol" (self-monitoring) programme.

Ordeliya provides tools to assist with food safety documentation (such as the egenkontrol module), but these tools are aids only and do not constitute legal advice or guarantee regulatory compliance. The ultimate responsibility for food safety rests with you.

7.3 Tax Obligations

You are solely responsible for determining and fulfilling your tax obligations, including the collection and remittance of value-added tax (VAT or moms), goods and services tax (GST), sales tax, or any other applicable taxes on transactions processed through the Platform. The Platform allows you to configure tax rates per Store, but the correctness of these configurations is your responsibility. Ordeliya does not provide tax advice and recommends that you consult with a qualified tax professional.

7.4 Customer Service

You are responsible for providing customer service to your End Customers in relation to orders, reservations, product quality, delivery issues, and any other matters arising from your use of the Platform. Ordeliya does not interact with End Customers on behalf of Merchants except as necessary for Platform operation (for example, automated order confirmation emails). Complaints from End Customers regarding food quality, delivery delays, incorrect orders, or similar matters are your sole responsibility.

7.5 Legal Compliance

You must comply with all applicable laws, regulations, and industry standards in your jurisdiction(s) of operation. This includes, without limitation, consumer protection laws, distance selling regulations (including the EU Consumer Rights Directive 2011/83/EU), anti-money laundering regulations, employment law, and accessibility standards. You represent and warrant that you hold all licences, permits, and registrations required to operate your food service business.

7.6 Staff Training and Access Control

You are responsible for training your staff on the proper use of the Platform and for managing staff access permissions through the role-based access control system. You should assign the minimum level of access necessary for each staff member's role (Owner, Admin, Manager, or Staff) and promptly revoke access for any staff member who is no longer authorised to use the Platform.

8.1 Data Controller and Processor Roles

Under the EU General Data Protection Regulation (GDPR) and applicable data protection laws, the respective roles of the parties with respect to Customer Data are as follows:

• The Merchant is the Data Controllerfor Customer Data processed through the Platform in connection with the Merchant's Store operations. The Merchant determines the purposes and means of processing Customer Data, including what data is collected, how it is used for marketing, and how long it is retained.
• Ordeliya is the Data Processorfor Customer Data that Ordeliya processes on behalf of the Merchant. Ordeliya processes Customer Data solely in accordance with the Merchant's documented instructions and the terms of the Data Processing Agreement.
• Ordeliya is the Data Controller for data that Ordeliya collects independently for its own purposes, such as Merchant account information, Platform usage analytics, and billing data.

8.2 Merchant Obligations as Data Controller

As the Data Controller for Customer Data, you are responsible for:

1. Providing clear and transparent privacy notices to End Customers that accurately describe how their personal data is collected, processed, stored, and shared.
2. Obtaining valid legal bases for processing Customer Data, including consent where required (particularly for marketing communications and non-essential cookies).
3. Responding to data subject access requests (DSARs) from End Customers, including requests for access, rectification, erasure, data portability, and restriction or objection to processing. The Platform provides tools to assist with DSAR fulfilment, but the legal obligation rests with you.
4. Implementing appropriate technical and organisational measures to protect Customer Data, including limiting staff access to customer records and ensuring that any third-party access is covered by appropriate agreements.
5. Notifying the relevant supervisory authority and affected data subjects of personal data breaches in accordance with Articles 33 and 34 of the GDPR, where applicable.

8.3 Data Processing Agreement

The processing of Customer Data by Ordeliya on behalf of Merchants is governed by our Data Processing Agreement ("DPA"), which forms an integral part of these Terms. The DPA specifies the categories of data processed, the purposes of processing, the duration of processing, the rights and obligations of both parties, and the technical and organisational security measures implemented by Ordeliya.

8.4 Data Localisation and Transfers

Ordeliya stores and processes data within the European Economic Area (EEA). In the event that data must be transferred outside the EEA (for example, through sub-processors), Ordeliya will ensure that appropriate safeguards are in place in accordance with Chapter V of the GDPR, including EU Standard Contractual Clauses (SCCs) or adequacy decisions. A list of sub-processors and their locations is available upon request and is included in the DPA.

8.5 Data Retention

Customer Data is retained for as long as necessary to fulfil the purposes for which it was collected or as required by applicable law. Upon termination of a Merchant's account, Customer Data will be retained for the data export period specified in Section 16 and then securely deleted or anonymised unless retention is required by law (for example, for tax or accounting purposes).

9.1 Merchant Ownership of Merchant Data

You retain all right, title, and interest in and to your Merchant Data, including all Content that you upload, create, or generate through the Platform. Ordeliya does not claim any ownership interest in your Merchant Data. Nothing in these Terms transfers ownership of your Merchant Data to Ordeliya.

9.2 Licence to Ordeliya

By uploading or creating Content on the Platform, you grant Ordeliya a non-exclusive, worldwide, royalty-free, sublicensable licence to use, reproduce, modify, adapt, display, distribute, and transmit your Content solely for the purposes of operating, maintaining, and improving the Platform and providing the Services to you. This licence includes the right to display your Content on your customer-facing storefront, to process and deliver orders, to generate analytics and reports, and to use aggregated, anonymised data derived from your Content for Platform improvement purposes.

This licence terminates when you delete your Content from the Platform or when your account is terminated, except that (a) Ordeliya may retain backup copies for a reasonable period and (b) any aggregated, anonymised data that cannot be used to identify you or your business may be retained indefinitely.

9.3 Ordeliya Intellectual Property

The Platform, including all software, source code, object code, algorithms, APIs, user interfaces, designs, documentation, trademarks, logos, and other intellectual property related to the Platform, is and remains the exclusive property of Ordeliya or its licensors. These Terms do not grant you any right, title, or interest in the Platform intellectual property except for the limited right to use the Platform in accordance with these Terms.

The Ordeliya name, logo, and all related product and service names, design marks, and slogans are trademarks of Ordeliya ApS. You may not use these marks without prior written permission, except that you may identify yourself as an Ordeliya customer in factual contexts (for example, "Powered by Ordeliya").

9.4 Feedback

If you provide suggestions, ideas, enhancement requests, or other feedback regarding the Platform ("Feedback"), you grant Ordeliya an unrestricted, irrevocable, perpetual, royalty-free licence to use, modify, and incorporate such Feedback into the Platform without any obligation to you. Feedback is provided voluntarily and Ordeliya is under no obligation to implement any Feedback.

9.5 Content Warranties

You represent and warrant that: (a) you own or have the necessary rights, licences, and permissions to use and authorise the use of all Content you upload to the Platform; (b) your Content does not infringe or misappropriate any intellectual property rights of any third party; and (c) your Content does not violate any applicable law or regulation. Ordeliya reserves the right to remove any Content that it reasonably believes violates these warranties, subject to providing notice to you.

10.1 Nature of AI-Generated Content

The Platform includes features powered by artificial intelligence and machine learning models (collectively, "AI Features"). AI Features may include, but are not limited to, automated product description generation, marketing copy suggestions, business insight analysis, conversational assistance, and menu optimisation recommendations. AI-generated content is produced by statistical language models and should be treated as a starting point or draft, not as final, verified, or authoritative content.

10.2 No Guarantee of Accuracy

Ordeliya does not guarantee the accuracy, completeness, reliability, or suitability of any content generated by AI Features. AI models may produce output that is factually incorrect, misleading, inconsistent, or inappropriate for your specific context. AI-generated content may contain errors in nutritional information, allergen declarations, pricing suggestions, or other business-critical data.

10.3 Merchant Review Responsibility

You are solely responsible for reviewing, verifying, editing, and approving all AI-generated content before it is published or made available to End Customers. You must not publish AI-generated content without first confirming its accuracy, particularly with respect to:

1. Allergen declarations and dietary information, which may pose health risks to End Customers if inaccurate.
2. Pricing and promotional claims, which may create binding offers under consumer protection law.
3. Nutritional information, calorie counts, and health claims, which may be subject to regulatory requirements.
4. Legal and compliance-sensitive statements, including terms of service, refund policies, and data privacy notices.

10.4 AI Data Usage

AI Features may process Merchant Data and Customer Data to generate responses and recommendations. This processing is performed in accordance with our Privacy Policy and Data Processing Agreement. Ordeliya may use aggregated, anonymised interaction data to improve the quality and performance of AI Features. Identifiable Merchant Data and Customer Data are not shared with third-party AI model providers for their own training purposes without your explicit consent.

10.5 Limitation of Liability for AI Output

To the maximum extent permitted by law, Ordeliya shall not be liable for any damages, losses, or claims arising from the use of, reliance on, or publication of AI-generated content. This includes, without limitation, claims related to inaccurate allergen information, misleading product descriptions, regulatory non-compliance resulting from AI-generated content, or any consequential or indirect damages. Your use of AI Features is at your own risk.

11.1 Integrated Services

The Platform may integrate with or provide connections to third-party services, including but not limited to payment processors (Stripe, Adyen, Nets, Reepay, VivaWallet, MyPOS, PayPal), delivery platforms, Google Business Profile, social media platforms, email delivery services, cloud storage providers, and analytics tools. These integrations are provided for your convenience and operational benefit.

11.2 Third-Party Terms

Your use of any third-party service through the Platform is subject to the terms of service, privacy policies, and acceptable use policies of the respective third-party provider, in addition to these Terms. You are responsible for reviewing and complying with all applicable third-party terms. Ordeliya is not a party to any agreement between you and a third-party provider.

11.3 Disclaimers

Ordeliya does not endorse, warrant, or assume responsibility for any third-party service integrated with the Platform. Third-party services may be modified, discontinued, or experience downtime without notice from Ordeliya. We are not liable for any loss, damage, or inconvenience caused by the unavailability, malfunction, or changes to any third-party service.

The availability of a third-party integration within the Platform does not constitute a recommendation or endorsement of that service. You should conduct your own due diligence before enabling any integration, particularly those involving payment processing or the handling of personal data.

11.4 Data Sharing with Third Parties

When you enable a third-party integration, certain data may be shared with the third-party provider as necessary for the integration to function. For example, enabling a payment processor requires sharing transaction details with that processor. You consent to such data sharing by enabling the integration. Ordeliya will only share the minimum data necessary for the integration to operate and will not share data with third parties for purposes unrelated to the integration.

11.5 Custom Domains and DNS

The Platform allows Merchants to configure custom domains for their storefronts. DNS configuration, domain registration, and domain renewal are the Merchant's responsibility. Ordeliya provides SSL certificate provisioning for custom domains through integration with certificate authorities, but does not guarantee the availability or renewal of certificates for improperly configured domains.

12.1 General Conduct

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You must not use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party's use of the Platform.

12.2 Prohibited Activities

The following activities are strictly prohibited. Violation of these prohibitions may result in immediate suspension or termination of your account without prior notice:

1. Fraud and Deception: Creating fictitious orders, manipulating reviews, inflating metrics, misrepresenting your identity or business, or engaging in any form of fraudulent activity.
2. Illegal Content: Uploading, publishing, or distributing content that is unlawful, harmful, threatening, abusive, defamatory, obscene, or otherwise objectionable under applicable law.
3. Intellectual Property Infringement: Using the Platform to infringe upon the intellectual property rights of others, including using trademarks, copyrighted material, or patented technology without proper authorisation.
4. Data Scraping and Automated Access: Using bots, crawlers, scrapers, or any automated means to access, extract, or download data from the Platform without express written permission from Ordeliya.
5. Reverse Engineering:Decompiling, disassembling, reverse engineering, or otherwise attempting to derive the source code, algorithms, or underlying structure of the Platform or any part thereof. This prohibition includes using AI tools, automated analysis systems, or systematic manual inspection to reconstruct, replicate, or analyse the Platform's architecture, functionality, or business logic.
6. Security Interference: Attempting to probe, scan, or test the vulnerability of the Platform or any related system or network, or attempting to breach security or authentication measures without authorisation.
7. Spam and Unsolicited Communications:Using the Platform's email marketing tools to send unsolicited commercial communications, spam, or messages to recipients who have not provided valid consent.
8. Abuse of the Platform: Using the Platform for purposes other than those intended, including using it to operate a non-food-service business, to conduct illicit activities, or to circumvent usage limits or billing restrictions.
9. Impersonation: Impersonating Ordeliya, its employees, other Merchants, or any other person or entity, or falsely claiming an affiliation with any person or entity.
10. Harmful Code: Uploading or transmitting viruses, malware, trojans, worms, logic bombs, or any other material that is malicious or technologically harmful.

12.3 Enforcement

Ordeliya reserves the right to investigate suspected violations of these acceptable use provisions and to take any action it deems appropriate, including removing Content, suspending or terminating accounts, and reporting violations to law enforcement authorities. Ordeliya may, at its sole discretion, cooperate with law enforcement investigations and legal proceedings related to prohibited activities on the Platform.

13.1 Uptime Target

Ordeliya strives to maintain the Platform with a target availability of 99.9% measured on a monthly basis, excluding scheduled maintenance periods and events described in Section 13.3 (Force Majeure). This target is a commercial objective and not a contractual guarantee unless a separate Service Level Agreement (SLA) has been executed in writing between you and Ordeliya.

13.2 Scheduled Maintenance

Ordeliya may perform scheduled maintenance on the Platform from time to time. Where practicable, scheduled maintenance will be performed during off-peak hours (typically between 02:00 and 06:00 CET) and Ordeliya will provide at least twenty-four (24) hours' notice through the administration dashboard or by email. Emergency maintenance required to address security vulnerabilities or critical system failures may be performed without prior notice.

13.3 Force Majeure

Ordeliya shall not be liable for any failure or delay in performing its obligations under these Terms if such failure or delay results from circumstances beyond its reasonable control, including but not limited to: natural disasters, pandemics, acts of government, war, terrorism, civil unrest, power outages, internet backbone failures, denial-of-service attacks, third-party infrastructure failures (including cloud hosting and database providers), and labour disputes.

13.4 Disclaimer of Warranty

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. To the maximum extent permitted by applicable law, Ordeliya expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade.

Ordeliya does not warrant that: (a) the Platform will meet your specific requirements; (b) the Platform will be uninterrupted, timely, secure, or error-free; (c) the results obtained from the use of the Platform will be accurate or reliable; (d) any errors in the Platform will be corrected; or (e) the Platform will be compatible with all hardware, software, or network configurations.

13.5 Service Modifications

Ordeliya reserves the right to modify, enhance, or discontinue any feature or functionality of the Platform at any time. Where a material feature is being deprecated or substantially modified, Ordeliya will provide reasonable advance notice (typically at least thirty (30) days) and, where feasible, offer alternative functionality or migration assistance.

14.1 Cap on Liability

To the maximum extent permitted by applicable law, the total aggregate liability of Ordeliya, its directors, officers, employees, agents, and affiliates, arising out of or in connection with these Terms or your use of the Platform, whether in contract, tort (including negligence), strict liability, or any other legal theory, shall not exceed the total amount of subscription fees actually paid by you to Ordeliya during the twelve (12) months immediately preceding the event giving rise to the claim.

14.2 Exclusion of Indirect Damages

To the maximum extent permitted by applicable law, in no event shall Ordeliya be liable for any of the following, regardless of whether Ordeliya has been advised of the possibility of such damages:

• Indirect, incidental, special, consequential, or punitive damages.
• Loss of profits, revenue, business, goodwill, or anticipated savings.
• Loss of data or data corruption beyond what is recoverable from the most recent backup.
• Cost of procurement of substitute goods or services.
• Damages arising from interruption of business operations.
• Damages arising from unauthorised access to or alteration of your data, except where caused by Ordeliya's gross negligence or wilful misconduct.

14.3 Exceptions

The limitations and exclusions in this section do not apply to: (a) liability arising from Ordeliya's gross negligence or wilful misconduct; (b) liability for death or personal injury caused by Ordeliya's negligence; (c) liability that cannot be excluded or limited under mandatory applicable law (including but not limited to mandatory consumer protection provisions under Danish law or EU law); or (d) liability arising from a breach of Ordeliya's data protection obligations under the GDPR to the extent such liability cannot be contractually limited.

14.4 Allocation of Risk

The limitations of liability set forth in this section reflect a reasonable allocation of risk between the parties and form an essential basis of the bargain between the parties. Ordeliya would not be able to provide the Platform at the current subscription pricing without these limitations. You acknowledge that these limitations are fair and reasonable in light of the nature of the Platform and the subscription fees charged.

14.5 Merchant Liability to End Customers

You acknowledge that you bear sole responsibility and liability to End Customers for all matters related to your food service operations, including food quality, food safety, order accuracy, delivery performance, customer service, and compliance with consumer protection laws. Ordeliya has no direct contractual relationship with your End Customers and shall not be liable to them for any claims arising from your operations.

15.1 Merchant Indemnification

You agree to indemnify, defend, and hold harmless Ordeliya, its directors, officers, employees, agents, and affiliates from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

1. Your use of the Platform or any activity that occurs under your account.
2. Your Content, including any claim that your Content infringes or misappropriates the intellectual property rights or other rights of any third party.
3. Your violation of any applicable law, regulation, or industry standard, including food safety regulations, tax laws, and data protection laws.
4. Any dispute between you and an End Customer regarding food quality, order fulfilment, delivery, refunds, allergen declarations, or any other matter related to your food service operations.
5. Your breach of any representation, warranty, or obligation under these Terms.
6. Any claim related to your email marketing activities, including claims of unsolicited communications or violations of anti-spam legislation.

15.2 Procedure

Ordeliya will promptly notify you of any claim subject to indemnification and will provide you with reasonable assistance in the defence of such claim at your expense. You shall not settle any claim in a manner that imposes obligations on Ordeliya or admits fault on behalf of Ordeliya without Ordeliya's prior written consent, which shall not be unreasonably withheld.

15.3 Ordeliya Indemnification

Ordeliya agrees to indemnify, defend, and hold harmless the Merchant from and against any third-party claims that the Platform, as provided by Ordeliya and used in accordance with these Terms, infringes or misappropriates any third-party intellectual property right. This indemnification obligation does not apply to claims arising from: (a) modifications to the Platform made by or at the direction of the Merchant; (b) combination of the Platform with third-party software, hardware, or data not provided by Ordeliya; (c) use of the Platform in a manner not authorised by these Terms; or (d) Merchant Content.

16.1 Grounds for Suspension

Ordeliya may suspend your access to the Platform, in whole or in part, without liability, if:

1. You are in material breach of these Terms and have failed to cure such breach within ten (10) business days after receiving written notice from Ordeliya.
2. Your subscription payment is overdue beyond the grace period specified in Section 5.8.
3. Ordeliya reasonably believes that your account or use of the Platform poses a security risk to the Platform, other users, or third parties.
4. Ordeliya reasonably believes that your use of the Platform violates applicable law or the acceptable use provisions in Section 12.
5. Suspension is required by law, regulation, court order, or government authority.
6. Your account shows patterns consistent with fraudulent activity or abuse.

Ordeliya will make reasonable efforts to provide advance notice of suspension where practicable, except in cases of emergency, security threat, or legal requirement. During a suspension, your data will be preserved and you will retain the ability to export your data in accordance with Section 16.4.

16.2 Termination by Merchant

You may terminate your subscription at any time through the administration dashboard or by contacting Ordeliya in writing at support@ordeliya.com. Termination will take effect at the end of the current billing cycle. You will not receive a refund for any unused portion of the current billing period, except as required by applicable law. Upon termination, your access to paid features will cease, but you will retain access to export your data during the data export period described in Section 16.4.

16.3 Termination by Ordeliya

Ordeliya may terminate your account and these Terms:

1. Upon thirty (30) calendar days' written notice, for any reason or no reason, at Ordeliya's sole discretion.
2. Immediately, without notice, if you materially breach these Terms and such breach is incapable of cure, or if you fail to cure a curable breach within the notice period specified in Section 16.1.
3. Immediately, if Ordeliya is required to do so by law, regulation, or court order.
4. Immediately, if you become the subject of insolvency proceedings, bankruptcy, or a similar event.

16.4 Data Export Period

Following termination or expiration of your account (whether initiated by you or by Ordeliya), you will have a period of thirty (30) calendar days to export your Merchant Data through the Platform's export tools or by requesting an export from Ordeliya support. After the data export period, Ordeliya may delete your Merchant Data and Customer Data from its systems, except for data that must be retained to comply with legal obligations (such as tax records) or data that has been anonymised and aggregated.

16.5 Effect of Termination

Upon termination: (a) all licences granted to you under these Terms will immediately cease; (b) you must cease all use of the Platform; (c) any outstanding payment obligations will become immediately due and payable; (d) the following sections will survive termination: Definitions, Content and Intellectual Property, Limitation of Liability, Indemnification, Dispute Resolution, and any other provisions that by their nature should survive termination.

17.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Denmark, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms.

17.2 Jurisdiction

The courts of Copenhagen, Denmark, shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, subject to the exceptions stated below. Both parties irrevocably submit to the jurisdiction of the Copenhagen City Court (Koebenhavns Byret) as the court of first instance.

17.3 Good Faith Negotiation

Before initiating formal legal proceedings, both parties agree to attempt to resolve any dispute through good faith negotiation. Either party may initiate the negotiation process by sending a written notice describing the dispute to the other party. The parties shall have thirty (30) calendar days from receipt of such notice to resolve the dispute through direct negotiation. If the dispute is not resolved within this period, either party may proceed with formal legal action.

17.4 EU Online Dispute Resolution

In accordance with Regulation (EU) No 524/2013, Ordeliya informs End Customers that the European Commission provides an online dispute resolution (ODR) platform for consumer disputes, accessible at https://ec.europa.eu/consumers/odr. This ODR platform may be used by End Customers who wish to submit a complaint regarding services purchased online. Note that the ODR platform is intended for consumer disputes and may not be applicable to business-to-business disputes between Ordeliya and Merchants.

17.5 Consumer Rights Reservation

Nothing in this section shall limit the rights of consumers under mandatory consumer protection legislation in their country of residence. Where you qualify as a consumer under applicable law, you may be entitled to bring proceedings in the courts of your country of residence, and mandatory consumer protection rules of that country may apply regardless of the choice of governing law in Section 17.1.

18.1 Right to Modify

Ordeliya reserves the right to modify, amend, or update these Terms at any time. When modifications are made, Ordeliya will update the "Last updated" date at the top of this document and, for material changes, will provide notice as described below.

18.2 Notice of Material Changes

For material changes to these Terms (including changes to pricing, liability limitations, data handling practices, or core service descriptions), Ordeliya will provide at least thirty (30) calendar days' advance notice before the changes take effect. Notice will be provided through one or more of the following methods:

• A prominent banner or notification within the administration dashboard.
• An email to the address associated with your account.
• An update posted on the Ordeliya website.

18.3 Acceptance of Modified Terms

Your continued use of the Platform after the effective date of modified Terms constitutes your acceptance of the modifications. If you do not agree to the modified Terms, you must stop using the Platform and may terminate your subscription in accordance with Section 16.2. Termination under this section will not result in any early termination fees, and you will receive a pro-rated refund for any prepaid and unused subscription period if the termination is solely due to a material adverse change in these Terms.

18.4 Non-Material Changes

Non-material changes (such as corrections of typographical errors, clarifications that do not alter the substance of existing provisions, or updates to reflect new features already described elsewhere) may be made without advance notice. Such changes take effect upon posting to the Ordeliya website.

18.5 Archive of Previous Versions

Ordeliya maintains an archive of previous versions of these Terms, which is available upon request by contacting legal@ordeliya.com. The archive allows you to compare current and previous versions to identify changes.

19.1 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the invalidity of that provision shall not affect the validity of the remaining provisions, which shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties as closely as possible. If such modification is not possible, the invalid provision shall be deemed severed from these Terms.

19.2 Waiver

The failure of Ordeliya to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver of any provision of these Terms must be in writing and signed by an authorised representative of Ordeliya to be effective. A waiver of any right or provision on one occasion shall not be deemed a waiver of such right or provision on any subsequent occasion.

19.3 Cumulative Remedies

The rights and remedies provided in these Terms are cumulative and are in addition to any other rights and remedies available at law or in equity. The exercise of one remedy does not preclude the exercise of any other remedy. No single remedy shall be deemed exclusive of any other remedy available under these Terms or applicable law.

19.4 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and do not create any third-party beneficiary rights. End Customers, staff members, and other third parties do not acquire any rights under these Terms, except to the extent expressly stated herein or required by mandatory applicable law.

20.1 Entire Agreement

These Terms, together with the Privacy Policy, Data Processing Agreement, Acceptable Use Policy, Cookie Policy, and any other documents incorporated by reference, constitute the entire agreement between you and Ordeliya with respect to the subject matter hereof. These Terms supersede all prior and contemporaneous agreements, representations, warranties, and understandings, whether written or oral, between the parties regarding the Platform and Services.

20.2 Order of Precedence

In the event of a conflict between these Terms and any other agreement between you and Ordeliya: (a) a separately negotiated and executed written agreement shall take precedence over these Terms; (b) these Terms shall take precedence over the Privacy Policy, DPA, AUP, and Cookie Policy unless the supplemental document expressly states otherwise with respect to a specific provision; and (c) any order form, statement of work, or similar document agreed in writing shall take precedence over these Terms only to the extent of any explicit conflict.

20.3 Assignment

You may not assign or transfer these Terms, or any rights or obligations hereunder, in whole or in part, without the prior written consent of Ordeliya. Any attempted assignment in violation of this provision shall be null and void. Ordeliya may freely assign or transfer these Terms, in whole or in part, without your consent: (a) to an affiliate or subsidiary; (b) in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets; or (c) to a successor entity. In the event of an assignment by Ordeliya, Ordeliya will provide notice to you within a reasonable time.

20.4 Notices

All notices required or permitted under these Terms shall be in writing. Notices to you may be sent to the email address associated with your account or displayed within the administration dashboard. Notices to Ordeliya shall be sent to:

Ordeliya ApS
Attn: Legal Department
Copenhagen, Denmark
Email: legal@ordeliya.com

Notices sent by email shall be deemed received on the business day following the date of sending, provided no delivery failure notification is received. Notices displayed within the administration dashboard shall be deemed received upon first login after the notice is posted.

20.5 Language

These Terms are drafted in English. In the event that these Terms are translated into any other language and there is a conflict between the English version and the translated version, the English version shall prevail to the extent permitted by applicable law.

20.6 Headings

The section headings in these Terms are for convenience only and shall not affect the interpretation or construction of any provision. References to sections are references to sections of these Terms unless otherwise indicated.