GENERAL TERMS (GT) — Contractual Foundation

Last updated: [PUBLICATION DATE] Version: 2.0

Article 1 — Identification of the Parties

1.1 — The Service Provider

The ALaCarte.Direct service (hereinafter "the Service") is published and operated by DGK Group, a single-shareholder simplified joint-stock company (SASU) with share capital of €10,000, registered with the Paris Trade and Companies Register (RCS) under number 901 219 352, with its registered office at 25 rue de Ponthieu, 75008 Paris, France (hereinafter "ALCD").

Director of publication: Damien GOSSARD Contact: [email protected] — +33 (0)7 82 82 00 27 EU VAT number: FR 57 901 219 352

1.2 — The Service User

The end user of the Service is hereinafter referred to as "the Customer". The term "the Parties" refers jointly to ALCD and the Customer.

The Customer declares that they subscribe to the Service in direct connection with their professional activity in the restaurant, hospitality or food and beverage sector. The Customer is authorised to subscribe on behalf of any entity of which they are the legal representative or agent, standing as guarantor of compliance with these terms.

1.3 — Technical Sub-processors

For the operation of the Service, ALCD relies on third-party providers, notably:

• Hosting: OVH SAS (Roubaix, France)
• Payments: Stripe Payments Europe Ltd (Dublin, Ireland) and GoCardless Ltd (London, United Kingdom)
• Email: Brevo (Sendinblue SAS, Paris, France)
• CRM: HubSpot Inc. (Cambridge, United States)
• Analytics: Google Ireland Ltd (Google Analytics 4)
• Artificial intelligence: Anthropic PBC (San Francisco, United States)

The up-to-date list of sub-processors is available in the Privacy Policy. Relations between the Customer and these providers are governed by their own terms.

Article 2 — Purpose and Contractual Documents

2.1 — Purpose

These General Terms define the legal framework within which ALCD provides the Service to the Customer. They constitute the contractual foundation applicable to all services.

2.2 — Contractual Documents

These General Terms are supplemented by the following documents, which form an integral part of the contract:

• General Sales Terms (GST) — financial terms
• General Terms of Use (GTU) — technical terms
• Usage Policy — content and ethics rules
• Privacy Policy — processing of personal data and cookies
• Specific Service Terms — applicable based on the features activated by the Customer (gift cards, click & collect, pay-at-table, loyalty, group benefits, etc.)

All these documents are available at https://alacarte.direct/en/legals

In the event of a contradiction between documents, the order of precedence is as follows: the Specific Service Terms prevail over the GST and GTU, which in turn prevail over these General Terms.

Subscription to the Service, whether free or paid, constitutes the Customer's full acceptance of all these documents.

Article 3 — Scope of the Service

ALCD provides the Customer with an online platform for managing the digital presence of their restaurant business. Depending on the options subscribed, the Service may include:

• creation and management of digital menus accessible via QR code and web page
• table ordering, online ordering (click & collect) and takeaway
• pay-at-table and online payment
• sale of digital gift cards
• a loyalty programme
• a group benefits programme (companies, associations)
• management tools (kitchen display, HR management, analytics)

Available features depend on the plan subscribed by the Customer. Certain features entail additional Specific Service Terms, applicable as soon as they are activated.

Article 4 — ALCD's Obligations

4.1 — Availability and Quality of Service

ALCD undertakes to exercise the care and diligence required to provide a quality Service in line with industry standards. ALCD's obligation is a best-efforts obligation (obligation de moyens).

ALCD reserves the right to briefly suspend access to the Service for maintenance operations, informing the Customer whenever reasonably possible.

4.2 — Security and Confidentiality

ALCD and all its staff are bound by professional secrecy and a duty of discretion regarding any information they become aware of in the course of performing the contract.

ALCD implements appropriate technical and organisational measures to protect the Customer's data against unauthorised access, loss or alteration.

The main hosting infrastructure is located in France and Germany (European Union).

4.3 — Service Evolution

ALCD continuously improves the Service. Updates are deployed without significant interruption. Major changes likely to substantially alter the use of the Service are communicated to the Customer in advance.

Article 5 — Customer's Obligations

5.1 — Compliant Use

The Customer undertakes to use the Service in accordance with applicable laws and regulations, these General Terms and the Usage Policy. The Customer is solely responsible for the content they publish through the Service (menus, descriptions, photos, prices, regulatory information).

5.2 — Accurate Information

The Customer undertakes to provide accurate and up-to-date information at registration and throughout the term of the contract. Any change must be reported promptly.

5.3 — Account Security

The Customer is responsible for the confidentiality of their login credentials. Any use of the Service made with their credentials is deemed to have been made by the Customer. If the Customer suspects their credentials have been compromised, they must inform ALCD immediately.

5.4 — Regulatory Compliance of the Customer's Business

The Customer is solely responsible for obtaining all legal, regulatory and administrative authorisations required to operate their business (licences, operating permits, hygiene standards, price display, allergen information, etc.). ALCD cannot be held liable for the Customer's failure to comply with their professional obligations.

Article 6 — Collection Mandate and Payment Flows

6.1 — Purpose of the Mandate

For Service features involving the collection of payments from third parties (hereinafter "End Customers") on behalf of the Customer — in particular gift cards, online ordering, and table ordering and payment — the Customer grants ALCD a collection mandate.

Under this mandate, amounts paid by End Customers are collected by the payment service provider (Stripe) in the name and on behalf of the Customer, via the Stripe Connect architecture. ALCD acts as a technical facilitator and not as a buyer, reseller or service provider towards the End Customer.

The sales contract is established directly between the Customer and the End Customer. ALCD is not a party to any sales contract between the Customer and their End Customers.

6.2 — Accounting Treatment

Amounts passing through the platform under this mandate constitute funds received on behalf of third parties. They do not constitute revenue or income for ALCD. ALCD's revenue consists exclusively of the subscriptions and commissions defined in the GST.

6.3 — Payout

Payout terms (frequency, commission, fees) are defined in the GST and, where applicable, in the Specific Terms of each service concerned.

6.4 — Payment Service Provider

Payments are processed by Stripe Payments Europe Ltd, a licensed payment institution. The Customer acknowledges that payment processing is subject to Stripe's general terms (Stripe Connected Account Agreement), which the Customer accepts when activating payment features.

Article 7 — Liability and Limitation

7.1 — Limitation of Liability

In the event of established fault by ALCD, ALCD's liability is expressly limited to the amount actually paid by the Customer in subscription and commission fees during the twelve (12) months preceding the event giving rise to the claim. This limitation excludes funds in transit on behalf of the Customer under the collection mandate.

In no event shall ALCD be liable for indirect damages (loss of clientele, loss of revenue, damage to reputation, loss of data) even if ALCD has been informed of the possibility of such damages.

7.2 — Exclusions

ALCD cannot be held liable for damages resulting from:

• use of the Service in a manner not compliant with these terms
• interruption, malfunction or unavailability of telecommunications networks or of technical sub-processors' services
• disclosure or fraudulent use of the Customer's credentials
• content published by the Customer through the Service
• the Customer's failure to comply with their regulatory obligations
• a force majeure event as defined in Article 8

7.3 — Customer Content

ALCD exercises no editorial control over the content published by the Customer. The Customer is solely responsible for the accuracy of their menus, prices, descriptions and for the compliance of their content with applicable laws.

Article 8 — Force Majeure

Neither Party shall be liable for any failure to perform its obligations if such failure results from a force majeure event within the meaning of Article 1218 of the French Civil Code.

The Party invoking force majeure shall inform the other Party as soon as possible. If the effects of the force majeure event continue beyond thirty (30) days, either Party may terminate the contract as of right, with no indemnity due.

Article 9 — Intellectual Property

9.1 — ALCD's Rights

The Service, its architecture, source code, interfaces and documentation are the exclusive property of ALCD and are protected by intellectual property law. Subscription to the Service confers no intellectual property rights on the Customer over the Service.

9.2 — Customer Data

The data entered by the Customer (menus, photos, texts, customer databases) remains the property of the Customer. ALCD uses it only for the performance of the Service and within the limits defined by the Privacy Policy.

9.3 — Reference Use

The Customer authorises ALCD to list them as a commercial reference, unless the Customer objects in writing.

Article 10 — Term, Termination and Consequences

10.1 — Term

The contract is concluded for a term of one year from the date the Service is made available, automatically renewed for successive one-year periods (tacit renewal).

10.2 — Termination by the Customer

The Customer may terminate at any time subject to thirty (30) days' notice before the next annual renewal, by notification from their customer area or by email to [email protected]. No refund is due for the ongoing period.

10.3 — Termination by ALCD

ALCD may terminate the contract as of right fifteen (15) days after an unsuccessful formal notice sent by email, in the event of the Customer's breach of contractual obligations or payment default.

10.4 — Consequences of Termination

Upon termination, the Customer may request an export of their data in a standard format. This request must be made within thirty (30) days of termination. After this period, ALCD may delete the Customer's data in accordance with its retention policy.

Funds in transit under the collection mandate remain owed to the Customer and are paid out within thirty (30) days of termination.

Article 11 — Changes to Terms

ALCD may amend these terms. The Customer is notified by email or by in-Service notification at least thirty (30) days before the changes take effect.

If the new terms are less favourable to the Customer, the Customer has thirty (30) days to terminate the affected portion of the contract without penalty. In the absence of termination, the new terms are deemed accepted.

Article 12 — Amicable Dispute Resolution

In the event of a dispute relating to the performance or interpretation of the contract, the Parties undertake to seek an amicable solution before any legal action. The more diligent Party sends a written request to the other. The Parties have one (1) month to reach an agreement.

Article 13 — Governing Law and Jurisdiction

This contract is governed by French law. Failing amicable resolution, any dispute shall be submitted to the exclusive jurisdiction of the Paris Commercial Court (Tribunal de Commerce de Paris).

Article 14 — Miscellaneous Provisions

14.1 — Severability

The nullity of any clause does not affect the validity of the other clauses. The Parties shall endeavour to replace the cancelled clause with a valid one reflecting their original intent.

14.2 — Waiver

ALCD's failure to exercise a right provided for in the contract does not constitute a waiver of that right.

14.3 — Assignment

ALCD reserves the right to assign the contract to a third party, in any form whatsoever. The Customer will be informed.

14.4 — Entire Agreement

These General Terms and their annexes constitute the entire agreement between the Parties. They supersede any previous version.