1. Scope and General Provisions

1.1 These General Terms and Conditions apply to all contracts between Kitchr (hereinafter "Provider"), and its business customers (hereinafter "Customer") regarding the use of the software solution Kitchr for turning documents into organized, trackable staff training.

1.2 The GTC applies exclusively. Contrary or deviating terms and conditions of the Customer shall not become part of the contract, unless the Provider has expressly agreed to their validity in writing.

1.3 Kitchr is exclusively intended for use by entrepreneurs (B2B), particularly medium-sized restaurant chains (10–50 locations). The Provider does not enter into contracts with consumers.

2. Subject Matter of the Contract and Scope of Services

2.1 The Provider makes the software solution Kitchr available to the Customer as a cloud-based platform for the organization, tracking, and management of staff training.

2.2 The core service involves allowing restaurant managers to transform documents (such as recipes, customer journey maps, and food safety documentation) into organized, trackable training modules for staff.

2.3 The service is delivered exclusively via the cloud-based software platform ("Software Model"); no hardware components are provided by the Provider.

2.4 The specific services, in particular the number of licensed employees (seats), access rights, term, contract model, and service level, result from the individual offer or contract between the parties.

2.5 The Provider assures that it will independently obtain and maintain all official approvals and permits necessary for the provision of its services during the contract term.

3. Conclusion of Contract

3.1 The contract between the Provider and the Customer is concluded through the acceptance of an offer from the Provider or through the Customer's order of the software solution.

3.2 The contract may be concluded in writing, electronically (e.g., via email), through digital offer platforms, or via an online order form.

4. Rights of Use and Availability

4.1 Use is limited to the number of licensed employees (seats) specified in the order. Any use beyond this requires the prior written consent of the Provider.

4.2 The software is provided via a cloud-based platform. Details regarding availability and support services are set out in Section 9 (if implemented) or the individual contract.

4.3 The Customer is not entitled to transfer the software to third parties for use, to rent, lend, or otherwise pass it on, unless this has been expressly agreed with the Provider.

5. Customer Obligations

5.1 The Customer undertakes to use the software exclusively within the contractually agreed scope and in accordance with applicable laws. Misuse, particularly for the creation of unlawful content or for circumventing technical protective measures, is prohibited.

5.2 The Customer is responsible for establishing all necessary technical requirements for the use of the software, in particular for a stable internet connection as well as for access to compatible end devices and systems.

5.3 Insofar as personal data (e.g., employee training data) is processed within the scope of use, the Customer is obliged to properly inform the data subjects and to obtain any necessary consents in a timely manner. The processing of personal data is additionally governed by the Data Processing Agreement (DPA) concluded between the parties.

5.4 The Customer undertakes to treat access data confidentially and to protect it against unauthorized access. Passing it on to third parties is not permitted.

5.5 The Customer undertakes to use the software exclusively in accordance with the currently valid instructions for use and is responsible for proper application.

6. Prices and Terms of Payment

6.1 The amount of the remuneration results from the individually agreed offer. The prices are based on a Per-Employee-Per-Month (PEPM) pricing model. All prices are net, plus the currently valid statutory value-added tax.

6.2 Upon acceptance of the order, the Provider issues an invoice for the agreed remuneration according to the offer.

6.3 Unless otherwise agreed, the remuneration is to be paid in advance. Invoices are due upon receipt and must be paid within 14 calendar days without deduction. Payment is processed using an automated payment system (e.g., Stripe).

6.4 In the event of default in payment, the Provider is entitled to charge default interest at the statutory rate and to block access to the software until full payment is received. The right to claim further damages remains reserved.

6.5 The Customer is not entitled to offset against claims of the Provider, unless their counterclaims are legally established or undisputed.

7. Contract Term and Termination

7.1 Unless expressly agreed otherwise, the minimum contract term is three (3) months. After the expiry of this minimum term, the contract is automatically extended by three (3) additional months at a time, unless terminated in accordance with Section 7.2.

7.2 The contract may be terminated by either party with a notice period of seven (7) calendar days to the end of the respective contract term in text form (e.g., via email or letter).

7.3 Both contracting parties are entitled to extraordinary termination for good cause. Good cause exists in particular if:

• A contracting party is in default of a due payment for more than thirty (30) days despite a reminder and the setting of a deadline;

• A contracting party culpably breaches essential contractual obligations and fails to remedy this breach within a reasonable period after written warning;

• Insolvency proceedings are opened or rejected for lack of assets concerning the assets of a contracting party.

7.4 Upon the termination becoming effective, access to the software solution Kitchr ends. Any reports or analyses previously generated by the Customer remain accessible depending on the license model and technical availability or can be provided via a separate export function.

8. Rights of Use and Intellectual Property

8.1 The Provider grants the Customer a simple, non-transferable, and non-sublicensable right for the duration of the contract to use the software in accordance with the contractually agreed scope of use.

8.2 The software, analysis algorithms, user interfaces, content, and all other components and developments of Kitchr are protected by copyright and/or other protective rights. All rights thereto remain exclusively with the Provider.

8.3 The Customer is particularly prohibited from:

• Reproducing, distributing, or making the software or parts thereof publicly available, unless expressly permitted by contract;

• Reverse engineering, decompiling, or otherwise analyzing the software or underlying models;

• Removing or altering the Provider's protective notices, trademarks, or copyright notices.

8.4 Results and reports (e.g., training completion reports) arising from the use of the software by the Customer within the scope of the contractual use may be used by the Customer without restriction for their own operational purposes.

8.5 Any use of the software beyond the contractual use or transfer to third parties requires the prior written consent of the Provider.

9. Availability and Support

9.1 Details regarding availability and support services (Service Level Agreements) are specified in the individual contract or a separate service description document.

10. Data Protection and Data Security

10.1 The Provider processes the Customer's personal data exclusively within the framework of applicable data protection regulations, in particular according to the General Data Protection Regulation (GDPR) and relevant Belgian data protection laws.

10.2 Insofar as the Customer processes personal data (e.g., employee data) within the scope of using the software and the Provider acts on instruction in the capacity of a processor, the parties shall conclude a separate Data Processing Agreement (DPA) in accordance with Art. 28 GDPR. This agreement regulates the nature, scope, and purpose of the data processing as well as the technical and organizational measures (TOMS).

10.3 The Provider takes appropriate technical and organizational measures to ensure the availability, integrity, confidentiality, and authenticity of the data processed by the Customer.

10.4 The Provider ensures that all persons entrusted with data processing have been obligated to confidentiality or are subject to an appropriate legal duty of secrecy.

11. Confidentiality

11.1 Both contracting parties undertake to treat all confidential information obtained within the scope of the cooperation—in particular business secrets, technical details, data, economic information, and the content of the contractual agreements—as strictly confidential and not to make it accessible to third parties.

11.2 This obligation to confidentiality applies both during the term of the contract and indefinitely beyond its termination, unless a shorter or longer retention or disclosure is prescribed by law.

11.3 Information is exempt from the confidentiality obligation if:

• It was already publicly known at the time of communication or subsequently became publicly known without violating this agreement,

• It was already lawfully known to the recipient,

• It was developed independently and without reliance on confidential information, or

• It must be disclosed due to legal regulations or official or judicial order. In such a case, the affected party will inform the other party in advance, insofar as permissible.

11.4 Both parties undertake to use the received confidential information exclusively for the purposes of cooperation within the scope of this contract.

12. Liability

12.1 The Provider is liable without limitation for damages:

• Which are based on a willful or grossly negligent breach of duty by the Provider, its legal representatives, or vicarious agents, or

• Which are based on injury to life, body, or health, provided these are based on a willful or grossly negligent breach of duty.

12.2 In the event of simple negligent breach of essential contractual obligations ("Cardinal Obligations"), the Provider's liability is limited to the contract-typical, foreseeable damage.

12.3 Any liability of the Provider for loss of profit is excluded.

12.4 The software solution Kitchr serves exclusively for the supportive organization and tracking of staff training and does not replace mandatory local,
regional, or national legal obligations regarding staff instruction, safety, or certification. The Provider assumes no liability for damages or penalties arising from non-compliance with legal requirements by the Customer, unless these are due to a willful or grossly negligent breach of duty by the Provider.

12.5 The foregoing limitations of liability also apply in favor of the legal representatives, employees, and vicarious agents of the Provider.

12.6 Liability under the Product Liability Act (if applicable) remains unaffected.

13. Warranty

13.1 The Provider warrants that the software solution Kitchr corresponds to the contractually agreed functional scope and is suitable for the purposes intended in the service description.

13.2 The Customer must report defects to the Provider within a 30-day period after discovery. The Provider will, at its own discretion, either remedy the defect or provide a defect-free version within a reasonable period.

13.3 The Customer's statutory warranty rights remain unaffected.

14. Final Provisions

14.1 The law of the Kingdom of Belgium applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

14.2 The place of jurisdiction for all disputes arising from or in connection with this contract is - insofar as legally permissible - the seat of the Provider (Belgium).

14.3 Should individual provisions of these GTC be or become wholly or partially ineffective, the validity of the remaining provisions shall remain unaffected. In place of the ineffective provision, the effective regulation that comes closest to the economic purpose of the ineffective provision is deemed to be agreed upon.

14.4 Subsidiary agreements, amendments, or additions to these GTC require text form. This also applies to the repeal of this text form requirement itself.