Dinavora — Digital systems for restaurants

Provider: Dinavora Digital — Dylan Kamdem Rudolf-Breitscheid-Straße 58 · 67655 Kaiserslautern · Germany hello@dinavora.com These General Terms and Conditions (hereinafter “GTC”) govern the business relationship between Dinavora Digital (hereinafter “Dinavora”) and the client (hereinafter “Customer”) in respect of all services provided. By placing an order, the Customer accepts these GTC.

§ 1 Scope

These Terms and Conditions apply to all services provided by Dinavora, in particular: • Web design and web development • Booking systems and online ordering systems • E-commerce solutions and payment processing integrations • Digital automation and technical infrastructure • Digital consultancy services Any terms and conditions of the customer that differ from these shall not apply unless Dinavora has expressly agreed to them in writing. The services provided by Dinavora are intended exclusively for business customers within the meaning of Section 14 of the German Civil Code (BGB), who place the order in the course of their commercial or self-employed professional activities. By placing an order, the customer confirms that they are acting in this capacity.

§ 2 Conclusion of the Contract

A contract between Dinavora and the customer is concluded by: • written or electronic confirmation of a quotation, • signing an order form, or • an express written order in text form (e.g. email). Quotations from Dinavora are subject to change and non-binding, unless a binding period is specified. Quotations expire after 14 calendar days, unless another period has been agreed.

§ 3 Scope of Services

The specific scope of services is set out exclusively in the relevant written quotation. Verbal side agreements must be confirmed in writing by Dinavora. Dinavora offers its services in particular as part of the following packages: Maison Rouge Classic, Savora, Brasa and Aura. The respective scope of services, delivery time and remuneration are governed by the quotation applicable to the package booked. Unless expressly agreed in the quotation, the following services are not included in the contract: • Ongoing marketing activities or social media management • Search engine advertising (SEA/Google Ads) • More than two rounds of revisions per project phase • Custom third-party integrations not included in the quotation • Ongoing maintenance and support following project acceptance (exception: support packages booked in accordance with Clause 4 and hosting services in accordance with Clause 11) • Translations or multilingual content • Professional photography or video production Any additional services requested will be charged on a time-and-materials basis or on the basis of a separate quotation. The web development services provided by Dinavora are based on a proprietary, technically optimised framework template (Next.js/React). The basic structural design and layout are fixed. The client confirms that they have viewed a live demo of this template prior to concluding the contract. The contractual service comprises exclusively the customisation of this existing template to the client’s specific content (texts, logos, menu), but does not include the development of a bespoke design from scratch. Functional scope of the customer dashboards by package: • Menu management (create/edit/availability) — Maison Rouge Classic: not included · Savora: full access · Brasa: full access • Orders, reservations, messages (view) — Maison Rouge Classic: not included · Savora: read-only access · Brasa: Full access • Status changes to orders/reservations — Maison Rouge Classic: not included · Savora: not possible · Brasa: possible • Separate staff dashboard — Maison Rouge Classic: not included · Savora: not included · Brasa: included For Aura, the scope of functions depends on the individual quote.

§ 4 Care packages (ongoing services)

Dinavora offers the following optional support packages after go-live: • Essential — €79 per month: security updates, backups, technical maintenance, minor content changes • Growth — €149 per month: everything included in Essential, plus menu updates, new content, ongoing optimisations, prioritised support • Automation — €299 per month: everything included in Growth, plus automations, AI workflows, booking process automation • Aura Intelligence — bespoke: everything included in Automation, plus support for multi-location intelligence in accordance with a bespoke quotation 1. Conclusion of contract and commencement. The specific selection of a support package and the express consent to monthly recurring payments are set out separately in the order form or in a separate addendum to the main contract, and are not governed by these General Terms and Conditions alone. Unless otherwise agreed, the term commences upon the project going live. 2. Invoicing. Invoicing takes place monthly in advance via the billing partner in accordance with Section 7. 3. Term and termination. A support package is automatically extended for a further month at a time, unless it is terminated with 14 calendar days’ notice to the end of the month. Termination may be effected in writing (by email to hello@dinavora.com). The right of both parties to terminate the contract for cause remains unaffected. 4. Price adjustments. Dinavora may adjust the prices of the support packages with six weeks’ notice to the end of the month. In this case, the customer may terminate the contract extraordinarily with effect from the date the adjustment takes effect; the customer will be informed of this in the notice. 5. No Support Package. If the customer does not book a support package, Dinavora shall not provide any ongoing maintenance, update or support services following project acceptance. In this case, responsibility for ongoing operations shall be governed by § 11.

§ 5 Remuneration and Terms of Payment

The remuneration is based on the agreed quotation. Dinavorais currently registered as a small business within the meaning of Section 19 of the German Value Added Tax Act (UStG); no VAT is charged or shown on invoices. Should the VAT status change or VAT become payable for other reasons, all prices quoted are net amounts plus the applicable statutory VAT. The tax treatment shown on the invoice is determined by the invoicing partner (§ 7). 1. Remuneration and advance payment. The agreed remuneration is payable as follows: fifty per cent (50%) upon placing the order, payable immediately upon receipt of the invoice; the remaining fifty per cent (50%) upon delivery of the work deliverables for acceptance (Section 10), payable immediately upon receipt of the invoice. Dinavora is under no obligation to commence project implementation prior to receipt of the first instalment. The handover of the deliverables and the granting of rights of use (§ 12) shall only take place after full payment has been received. 2. Handover of services. The handover of the agreed deliverables shall take place upon full performance of the contract. The rights of use associated with the handover are governed by § 12. 3. Delivery guarantee. Dinavora guarantees completion of the project within the following delivery period, commencing on the first working day following receipt of full payment of the first instalment and receipt in full of the content to be provided by the client (Clause 8), unless expressly agreed otherwise in the quotation: • Maison Rouge Classic: 7 working days • Savora: 7 working days • Brasa: 14 working days For Aura, the delivery period is specified individually in the relevant quotation and is not part of the above flat-rate delivery guarantee. Delays due to insufficient or late cooperation on the part of the customer (Clause 8) shall extend this period accordingly and shall not affect the guarantee. Dinavora shall inform the customer in writing as to the completeness of the content provided; the delivery period commences on the first working day following this confirmation and receipt of full payment. 4. Invoicing and due date. The invoice is due for payment immediately upon receipt. Payment shall be made exclusively via the payment link specified on the invoice. Payments must be made quoting the invoice number. Invoices issued following the termination of a project or cancellation in accordance with § 13 remain unaffected by this and are also due for payment immediately upon receipt. 5. Default of Payment. Should the customer default on payment, Dinavora is entitled to • suspend ongoing work until payment has been received in full, • withhold the provision of websites, access details, files or other deliverables, • claim statutory interest on late payments, • assert further statutory claims arising from late payment.

§ 6 Invoicing

Invoices are sent electronically to the email address provided by the customer. The customer is obliged to provide a valid email address and to ensure that it remains up to date.

§ 7 Billing Partner (Merchant of Record)

Billing, payment processing and invoicing are handled by our external partner Ruul (Ruul Inc.) in its capacity as the legal billing service provider (Merchant of Record). Invoices issued by this service provider are issued on behalf of Ruul Inc. and have the same legal and debt-discharging effect as invoices issued directly by Dinavora. Dinavora remains the sole contractual partner for all services governed by these Terms and Conditions. Ruul acts solely as a billing and payment service provider. All claims by the customer arising from the contractual relationship — including claims for refunds and price reductions under these Terms and Conditions — are directed against Dinavora and are settled by Dinavora or processed via Ruul.

§ 8 The Customer’s Obligations to Cooperate

The timely completion of the project requires the client’s active cooperation. The client is obliged to provide all documents, information and access details necessary for the project’s completion in full and in a timely manner, in particular: • Texts, descriptions and content • Logos, images and visual material • access details for existing systems, domains or hosting accounts • feedback and approvals within agreed deadlines Delays arising from a lack of or delayed cooperation on the part of the client shall extend the agreed project deadlines and the delivery guarantee in accordance with Section 5(3) accordingly. Dinavora cannot, in such cases, accept any responsibility for meeting the original delivery deadlines. If the client does not respond to enquiries from Dinavora within 14 calendar days, the project shall be deemed to have been paused. Resuming the project may involve a reasonable amount of administrative work, the details of which will be communicated to the client in advance. DinavoraFor projects with a delivery timeframe of more than 7 calendar days, will inform the customer of the current project status (e.g. interim progress, preview link or status update) no later than halfway through the agreed timeframe.

§ 9 Corrections and requests for changes

The agreed package price includes adjustments to the client’s visual identity, in particular the incorporation of the logo, the adaptation of brand colours and fonts, and minor design tweaks within the specified framework (Clause 3). The flat-rate fee expressly does not cover subsequent requests for additional functional or operational features, such as the integration of new interfaces, additional database queries or structural changes to the ordering logic. Such operational enhancements require separate development work and will be invoiced to the customer separately as additional services on a time-and-materials basis. The customer undertakes to submit change requests in batches wherever possible to ensure the efficient running of the project. The following, in particular, are not covered by the corrections included: • subsequent changes to the originally agreed design outside the template, • fundamental changes to the page structure, • changes to the target audience or the business concept, • the subsequent extension of the scope of functionality, • additional pages, functions or integrations that were not part of the original quotation. Such services are considered additional services and will only be provided subject to a separate agreement and, where applicable, for an additional fee. Fundamental changes to the concept after the project has commenced may necessitate an adjustment to the timetable, the scope of services and the fee.

§ 10 Project Acceptance

Upon completion, Dinavora shall make the results of the work available to the customer for inspection and shall request the customer to accept the work within 7 calendar days, expressly drawing the customer’s attention to the consequences of failure to do so. If, within this period, the client neither confirms acceptance nor refuses it by citing at least one defect, the service shall be deemed to have been accepted (Section 640(2) of the German Civil Code (BGB)). Acceptance may not be refused on the grounds of minor defects. A mere matter of taste or design preference regarding the finished project within the template agreed in Section 3 does not constitute a defect and does not entitle the client to refuse acceptance; such requests shall be treated as chargeable change requests in accordance with Section 9.

§ 11 Hosting, Domain and Data Disclosure

1. Domain. Unless otherwise agreed, the customer’s domain will be registered in the customer’s name or transferred to them. The customer is and remains the owner of their domain. If Dinavora undertakes the registration or administration on a fiduciary basis, Dinavora is obliged, at the customer’s request, to provide the access details or to cooperate with a change of provider at any time. 2. Hosting. Unless otherwise agreed, the technical operation (hosting) of the systems created shall be carried out via cloud infrastructure providers selected by Dinavora. Unless otherwise specified in the quotation or support package, the ongoing hosting costs are included in the relevant support package (§ 4). Without an active support package, there is no entitlement to ongoing operation by Dinavora; in this case, Dinavora will, upon request and for a reasonable fee, assist the customer with migration to their own hosting environment. 3. Termination of the contract and data handover. Upon termination of the collaboration — for whatever reason — Dinavora shall make the following data available to the customer within 14 calendar days of receiving a request to do so, in a standard, machine-readable format: all content provided by the customer, the menu data and — in the case of the Savora, Brasa and Aura systems — the customer’s order, booking and customer data stored in the system. This is subject to the full settlement of any outstanding fees; statutory claims for the return of data, in particular data protection obligations arising from a data processing agreement, remain unaffected. 4. Deactivation. Following the termination of a support package without migration, Dinavora shall keep the system operational for a further 30 calendar days to enable the customer to carry out the migration or data transfer. Thereafter, Dinavora is entitled to deactivate the system. Dinavora shall give notice of the impending deactivation in writing.

§ 12 Rights of Use and Intellectual Property

1. The Customer’s rights of use. Upon full payment of the agreed fee, Dinavora grants the Customer a non-exclusive, perpetual, non-transferable right to use the project-specific deliverables for the operation and commercial use of the project. Prior to full payment, all rights remain exclusively with Dinavora. 2. Framework and components. General frameworks, technical foundations, processes, templates, components and reusable code modules remain the property of Dinavora regardless of payment and may be used in other projects. The client is granted a simple, non-transferable right of use in respect of these — to the extent necessary for the operation of their project. 3. Materials provided by the client. The client warrants that all materials provided by them (texts, images, logos) are free from third-party rights or that they hold the necessary rights of use. The client shall be solely liable for any infringements arising from content provided by them; they shall indemnify Dinavora against any claims by third parties in this regard. 4. Use as a reference. Dinavora is entitled to use the completed project as a reference in its own portfolio, on its website and in marketing materials. The customer may object to this use at any time in writing with future effect; Dinavora will then remove the reference within a reasonable period.

§ 13 Cancellation, Termination and Refunds

The customer may cancel or terminate an order at any time in writing or in text form. The customer’s statutory right of termination under Section 648 of the German Civil Code (BGB) remains unaffected by this. 1. Cancellation before the start of the project. If the customer cancels the order before Dinavora has commenced provision of the service, Dinavora may retain any expenses and administrative costs already incurred to a reasonable and substantiated extent. Any excess amount of a payment already made shall be refunded. 2. Termination or cancellation after the project has commenced. Upon commencement of the project, Dinavora reserves personnel, technical and time resources for the client and, where necessary, declines other orders during this period. If the client terminates the project after it has commenced, cancels it, or if it is not continued for other reasons for which the client is responsible, the following shall apply: Dinavora is entitled to invoice for the services already rendered as well as the expenses incurred as a result thereof and from the reservation of resources. Dinavora The customer must allow for any savings in expenses resulting from the termination of the contract. It is presumed that Dinavora is thereafter entitled to 60 per cent of the remuneration attributable to the part of the service not yet rendered. The customer is entitled to prove that Dinavora is entitled to a significantly lower amount; Dinavora is entitled to prove a higher claim. 3. Extraordinary termination by Dinavora. Dinavora is entitled to terminate a contract without notice in the event of serious breaches of these Terms and Conditions by the customer, in particular in the event of late payment of more than 21 days despite a reminder. In such cases, payment remains due in full for services already rendered. 4. Refund in the event of non-performance by Dinavora. If Dinavora does not commence project implementation within 7 calendar days of receipt of full payment and full receipt of the customer content required under Section 8, and if the reason for this lies within the sphere of responsibility of Dinavora, the customer is entitled to a full refund of the payment made. If Dinavora exceeds the delivery deadline guaranteed in the quotation or under Section 5(3) — provided that all customer content required under Section 8 was provided in full and on time — by more than 3 working days, and provided that the delay is not due to circumstances for which Dinavora is not responsible, the customer is entitled, at their discretion, to: • a reduction in the fee of 5 per cent for each week or part thereof of the delay, or • in the event of a delay of more than 14 working days: a full refund of the portion of the service not yet provided. This entitlement shall not apply if the delay is due to circumstances for which Dinavora is not responsible (e.g. force majeure, failures on the part of third-party providers in accordance with Section 14). 5. No refund for a mere change of mind. Once the project has commenced, there is no entitlement to a refund for services already provided or expenses already incurred solely on the grounds that the client has changed their mind or no longer wishes to proceed with the project. 6. Reservation. The customer’s statutory warranty rights in the event of defective performance (Section 15) and mandatory statutory claims remain unaffected by this provision.

§ 14 Liability

Dinavora shall be liable without limitation for damages resulting from loss of life, personal injury or damage to health, as well as for damages arising from wilful misconduct or gross negligence. For breaches of essential contractual obligations (cardinal obligations) — that is, those obligations the fulfilment of which is essential for the proper performance of the contract and on the observance of which the customer may regularly rely — Dinavora’s liability is limited to the amount of damage typical for this type of contract and foreseeable at the time the contract was concluded. Otherwise, liability for the breach of other, non-essential contractual obligations due to slight negligence is excluded. Liability for the following is excluded — to the extent permitted by law: • Loss of profit or loss of turnover on the part of the customer • Indirect or consequential damages • Outages, disruptions or security incidents affecting third-party providers (hosting providers, payment service providers, email services, platform operators), insofar as these lie outside the control of Dinavora • Damages resulting from incorrect or incomplete information provided by the customer • Data loss, provided that Dinavora has not expressly undertaken any obligation to back up data Dinavora does not guarantee specific Google rankings, conversion rates or financial results following the completion of the project.

§ 15 Warranty

If there is a defect — i.e. a deviation of the service provided from the agreed scope of services — the customer must notify Dinavora of this immediately and in a comprehensible manner in writing. shall initially be given the opportunity to remedy the defect within a reasonable period. Only if rectification fails within this period, is definitively refused or is unreasonable for the customer to accept may the customer reduce the remuneration or, in the case of proven significant defects that have not been rectified, demand a pro rata refund of the remuneration attributable to such defects. Requests for changes to flavour or subsequent requests that go beyond the originally agreed scope of services do not constitute a defect and will be treated as a change request in accordance with Section 9.

§ 16 Data Protection (GDPR)

Dinavora processes the customer’s personal data exclusively for the purpose of fulfilling the contract and in accordance with the provisions of the General Data Protection Regulation (GDPR). Further details can be found in the privacy policy at digital.dinavora.com/datenschutz. Customer data will not be disclosed to third parties, except where this is necessary for the performance of the contract (e.g. invoicing via the billing partner in accordance with Section 7, technical operations via hosting providers) or where there is a legal obligation to do so. The customer has the rights set out in Articles 15–21 of the GDPR (right of access, rectification, erasure, restriction of processing, data portability and objection). Enquiries should be addressed to hello@dinavora.com. Data processing on behalf of the customer. For customers of the Savora, Brasa and Aura packages, where Dinavora processes the customer’s guest data on their behalf (e.g. order, booking and customer data), a data processing agreement (DPA) in accordance with Article 28 of the GDPR shall be concluded no later than the start of the project. Dinavora will not commence the processing of guest data on behalf of the client without a DPA having been concluded.

§ 17 Confidentiality

Both parties undertake not to disclose the other party’s confidential information — in particular business data, technical details and internal processes — to third parties, and to use such information solely for the purpose of fulfilling the contract. This duty of confidentiality shall remain in force indefinitely, even after the contractual relationship has ended.

§ 18 Final Provisions

The law of the Federal Republic of Germany shall apply, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction and place of performance for all disputes arising out of or in connection with these General Terms and Conditions is Kaiserslautern, Germany, to the extent permitted by law. Should any provision of these General Terms and Conditions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by the relevant statutory provision. Any amendments or additions to these General Terms and Conditions must be made in writing. Notices of termination and other declarations by the customer under these General Terms and Conditions may also be made in writing (e.g. by email). Dinavorareserves the right to update these General Terms and Conditions for future contracts. The current version is available at digital.dinavora.com/agb. For existing contracts, the version valid at the time the contract was concluded shall apply.