Terms of Service - GastroBridge

**Version 1.0** | **Effective date: [to be completed]**

1. General provisions

  1. The owner and operator of the service is **GastroBridge**, with its registered office at **[ADDRESS, Reykjavík, Iceland]**, kennitala: **[KENNITALA]** ("Service Provider").
  2. The "GastroBridge" service ("Service") is a B2B platform facilitating communication and ordering between restaurants and other food service businesses ("Buyers") and product suppliers ("Sellers").
  3. The Service is not a marketplace nor a party to Buyer-Seller transactions. The Service Provider does not charge any commission on sales; charges apply to the subscription for using the tool.
  4. The Service is intended exclusively for business entities (B2B). By registering an account, you confirm that you are acting on behalf of a business entity.

2. Account and access

  1. Registration requires providing company and user data, and accepting these Terms of Service and the Privacy Policy.
  2. The User is responsible for the security of account access, confidentiality of login credentials, and the accuracy of provided data.
  3. The Service Provider may suspend or restrict access to the account in case of violations of law, the Terms, or the Acceptable Use Policy (section 6).
  4. One organisation account may have multiple users (team members). The organisation owner is responsible for managing member access.

3. Intellectual property

  1. The Service, including its source code, user interface, graphic design, algorithms, documentation, and all materials, is the property of the Service Provider and is protected by copyright and other intellectual property laws.
  2. The Service Provider grants the User a limited, non-exclusive, non-transferable licence to use the Service solely within the scope of features available under the purchased subscription plan.
  3. The following is prohibited: copying, decompilation, reverse engineering, source code extraction, creation of derivative works based on the Service, resale of access to the Service to third parties.
  4. Data entered by the User into the Service remains the property of the User.

4. Scope of functionality

  1. Tools for browsing Seller offers, submitting enquiries and orders, managing product catalogues, integrations, and statistics.
  2. Sales contracts, deliveries, complaints, and settlements for goods are concluded directly between the Buyer and the Seller. The Service Provider is not a party to these transactions.
  3. The Service provides tools to assist in generating commercial documents (e.g. orders, settlement documents) between Buyers and Sellers. These documents are created and edited by users - the Service Provider is not their issuer and is not responsible for their content, accuracy, or compliance with tax regulations.

5. Subscription, payments, invoices

  1. Access to the Service is paid on a subscription basis. Details of available plans and prices are presented in the Service.
  2. Subscriptions renew automatically. Payments are processed by Stripe. Invoices for subscriptions are issued based on data provided in the organisation account.
  3. Cancellation: available in the user panel before the end of the current billing period. Access remains active until the end of the paid period. Refunds are generally not available.
  4. Price or plan changes: the Service Provider notifies at least 30 days in advance. New prices apply from the next billing cycle.
  5. Non-payment may result in feature restrictions or account suspension following prior notification.

6. Acceptable Use Policy (AUP)

The following is prohibited:

  1. Publishing illegal content, content infringing third-party rights, or content contrary to good practice.
  2. Sending unsolicited commercial communications (SPAM) via the Service.
  3. API abuse, including automated access to the Service outside of the provided API.
  4. Attempting to bypass security measures, penetration testing without written consent, reverse engineering.
  5. Scraping data of other users, Buyers, or Sellers.
  6. Resale or sharing of accounts with entities outside the organisation.
  7. Using contact data of Buyers or Sellers obtained from the Service for purposes other than executing transactions within the platform.

The Service Provider may apply technical limits (fair use) to ensure service stability.

7. Content and liability

  1. The Seller is responsible for the accuracy of offers (prices, allergens, availability) and their compliance with applicable law, including Icelandic food safety legislation (matvælalög).
  2. The Buyer is responsible for purchasing decisions and verification of information relevant to the kitchen (allergens, specifications, HACCP).
  3. The Service Provider is not liable for the quality of goods, delivery execution, settlements between Buyers and Sellers, nor for the content and accuracy of commercial documents generated by users in the Service.
  4. The Service Provider's liability to the Client is limited to the total fees paid by the Client in the 3 months preceding the event. This limitation does not apply to damages caused intentionally or through gross negligence.

8. Force majeure

The Service Provider is not liable for non-performance or improper performance of obligations resulting from circumstances beyond its control, including: cloud infrastructure failures (GCP, MongoDB Atlas), cyberattacks, natural disasters, power outages, actions of public authorities, or regulatory changes. The Service Provider will endeavour to promptly inform Clients of such circumstances and restore service operation.

9. Data, confidentiality, and contract termination

- The User may export their data from the Service before the end of the subscription period. - After the subscription ends, organisation data is stored for 30 days in an inactive state, enabling reactivation. - After 30 days, data is deleted, except for data the Service Provider is required to retain under applicable law (invoice and tax data).

  1. Personal data processing rules are described in the Privacy Policy available at [URL]/privacy.
  2. Commercial data and information of the parties are confidential. The parties undertake to protect each other's trade secrets.
  3. Upon contract termination (regardless of cause):

10. Maintenance and support

  1. The Service is maintained with due diligence; however, the Service Provider does not guarantee 100% availability.
  2. Planned maintenance windows will be communicated in advance.
  3. Support: **info@gastrobridge.com**.

11. Contract termination

- Immediately - in case of material breaches of the Terms or AUP. - With a 30-day notice period - in case of material changes to Service operation or cessation of business.

  1. The Client may cancel the subscription at any time (see section 5.3).
  2. The Service Provider may terminate the contract:
  3. In case of termination by the Service Provider without fault of the Client, the Client is entitled to a proportional refund for the unused subscription period.

12. Changes to the Terms

Changes will be communicated in the Service or by email at least 14 days before taking effect. In the case of material changes (e.g. pricing model changes, feature restrictions), the Service Provider may require active acceptance. Continued use of the Service after minor editorial changes take effect constitutes acceptance thereof.

13. Governing law and courts

  1. These Terms are governed by Icelandic law.
  2. Disputes between the parties shall be resolved by the District Court of Reykjavík (Héraðsdómur Reykjavíkur), unless the parties agree otherwise. This provision applies exclusively to B2B relations.

14. Contact

**GastroBridge** Email: **info@gastrobridge.com**

Appendix A - Seller Terms

  1. By publishing an offer, you represent that you have the right to dispose of it and that the information is accurate and compliant with the law.
  2. You are the seller - you issue invoices, carry out delivery, and provide after-sales support directly to the Buyer.
  3. Use of Buyer data obtained from the Service for SPAM or purposes unrelated to transaction execution is prohibited.
  4. You update availability and prices without undue delay.
  5. You are responsible for the compliance of offers with Icelandic food safety legislation (matvælalög) and correct allergen labelling.
  6. Commercial documents (including invoices) generated using the Service tools are issued by you - you are responsible for their content, accuracy, and compliance with tax regulations.

Appendix B - Buyer Terms (Restaurant)

  1. You direct orders to the Seller and enter into a contract directly with them.
  2. You verify the compliance of products with your requirements (allergens, specifications, HACCP).
  3. You make payments for deliveries directly to the Seller in accordance with their terms.
  4. You are responsible for proper allergen management in your kitchen regardless of information provided by the Seller in the Service.
Terms of Service | GastroBridge