Terms and Conditions

Section 1 Provider, scope, definitions

(1) These terms and conditions apply to all contracts for the use of the software and services “Veridaro” concluded between ViBuCard S.L., Avinguda de Joan Miró 138, 07015 Palma de Mallorca, Spain, tax number ESB44672178, represented by Pasquale d’Ambrosio (the “provider”, “we”), and the customer.

(2) A consumer is any natural person who concludes the contract for purposes that are predominantly outside their trade, business or profession. A business is a natural or legal person or a partnership with legal capacity that acts in the exercise of its trade, business or profession when concluding the contract. Provisions that expressly apply only to consumers or only to businesses are marked accordingly.

(3) Differing, conflicting or supplementary terms of the customer do not become part of the contract unless we expressly agree to their application in text form.

(4) The version of these terms in force at the time the contract is concluded applies. We keep the version in force permanently available on this page and send it to the customer in text form when the contract is concluded.

Section 2 Subject matter of the contract

(1) Veridaro is software provided over the internet (software as a service) that allows customers to invite guests to leave reviews on review platforms via QR codes and digital displays, and to use a digital offering (such as a food menu, a list of services or a product range), statistics and location management.

(2) The specific scope of services depends on the plan chosen by the customer. The description of services on our pricing page in force at the time the contract is concluded forms part of the contract.

(3) We owe the provision of the software in its current version for use over the internet. There is no entitlement to the source code or to installation on the customer’s systems.

(4) We owe the provision of the technical functions. We do not owe any particular number, rating or visibility of customer reviews, any particular position in search engines or any particular increase in revenue. Reviews are given exclusively by the customer’s guests, voluntarily and on the systems of the respective review platform; we have no influence over them.

(5) Veridaro has no commercial connection to Google LLC, TripAdvisor or any other review platform, and is neither operated nor supported nor reviewed by them.

Section 3 Conclusion of contract

(1) The presentation of plans on our website is not a binding offer but an invitation to submit an offer.

(2) The customer submits their offer by going through the order process, providing the mandatory details and clicking the “Order with obligation to pay” button.

(3) The contract comes into being when we confirm the order in text form or activate access to the software, whichever occurs first.

(4) We store the contract text and send it to the customer by email together with these terms and the withdrawal instructions.

(5) The contract can be concluded in German, Spanish and English.

Section 4 Prices, payment and billing

(1) The prices shown on our website at the time the contract is concluded apply. Prices quoted to consumers are total prices including statutory value added tax. Net prices quoted to businesses are marked as such.

(2) For services to consumers in the European Union, the value added tax of the country of residence is charged and remitted through the EU OSS procedure. For services to businesses with a valid VAT identification number from another EU member state, billing is carried out under the reverse charge procedure; the tax liability passes to the customer.

(3) The fee is due in advance for the respective billing period.

(4) Payment is processed by our payment service provider Stripe Payments Europe, Limited, One Wilton Park, Wilton Place, Dublin 2, D02 FX04, Ireland (Companies Registration Office no. 513174). By taking out a subscription the customer authorises the recurring collection of the amounts due from the payment method on file. Stripe’s terms apply in addition to payment processing. The following payment methods are available: credit card, SEPA direct debit.

(5) If a payment cannot be collected, we inform the customer by email without undue delay. We repeat the collection attempt several times over the following 14 days. During that time the customer can store a different payment method at any time. If payment still does not come about, we are entitled to suspend access after giving prior notice of at least seven days. The claim to payment remains in place. This does not end the contract; section 5 governs termination.

(6) If the customer falls into default of payment, statutory default interest applies. Both parties remain free to prove that the loss caused by default was lower or higher.

(7) The following applies to businesses: the customer may only set off undisputed claims or claims established with final legal effect. For consumers the statutory rules apply without restriction.

(8) Invoices are provided electronically. The customer consents to electronic invoicing.

Section 5 Term and cancellation

(1) The contract begins when access is activated and runs for an indefinite period. The billing period is one month and renews automatically by a further month unless terminated. If the customer chooses annual payment at checkout, the billing period is twelve months and renews accordingly by a further twelve months. There is no minimum term beyond the chosen billing period.

(2) Either party may cancel the contract at any time without notice with effect from the end of the current billing period. A cancellation that reaches us during a current billing period ends the contract at the end of that period. Until then access to the software remains fully usable.

(3) Cancellation requires at least text form. It can be made using the cancellation button on our website (see section 6), by email to [email protected] or by letter to the address given in section 1.

(4) We confirm every cancellation without undue delay in text form, stating the date and time of receipt and the point in time at which the contract ends.

(5) The right of either party to terminate for good cause remains unaffected. Good cause exists for us in particular where the customer is in default with payment for at least two billing periods despite a reminder, or breaches section 10 seriously or repeatedly.

(6) Paid additional locations can be cancelled individually on the same terms without ending the main contract.

(7) Our cancellation policy contains supplementary explanations of how a cancellation works. It forms part of the contract.

Section 6 Cancellation button

(1) A button labelled “Cancel contracts here” is permanently, directly and easily accessible on our website. Using it does not require logging in to the customer account.

(2) That button takes the customer to a confirmation page on which they can provide details about the type of cancellation, the description of the contract, their unambiguous identification, the point in time of termination and a contact option for the confirmation. The cancellation is declared by clicking the “Cancel now” button.

(3) The customer receives confirmation of receipt of the cancellation without undue delay on a durable medium, stating the content, the date and time and the point of termination.

(4) The customer can save and print the cancellation statement together with its date and time.

Section 7 Right of withdrawal and withdrawal button

(1) Consumers have a statutory right of withdrawal of 14 days. Our withdrawal instructions contain the details and the model withdrawal form. They form part of the contract.

(2) In addition to the routes named in the withdrawal instructions, a button labelled “Withdraw from contract” is permanently and clearly visible on our website for consumers, without logging in to the customer account. It takes the consumer to a withdrawal page on which they can declare the withdrawal by clicking the “Confirm withdrawal” button.

(3) We confirm receipt of the withdrawal without undue delay on a durable medium, stating the content, the date and the time of receipt.

(4) Businesses have no statutory right of withdrawal.

Section 8 Refunds

Our refund policy applies. It forms part of the contract and governs in particular refunds after a withdrawal, on cancellation, for incorrect charges, for availability failures and for the return of optional hardware.

Section 9 Optional hardware

(1) In addition to the subscription, the customer can purchase hardware for an extra charge, in particular QR displays and table stands. The hardware is not a prerequisite for using the software.

(2) The expected delivery time is 14 working days from receipt of payment. Delivery times stated are non-binding guide values unless a delivery date has been expressly promised as binding.

(3) Shipping costs are shown separately during the order process. We deliver within Europe.

(4) For consumers, the risk of accidental loss and accidental deterioration only passes on handover to the consumer. For businesses, the risk passes on handover to the carrier.

(5) The hardware remains our property until paid for in full.

(6) For consumers, a separate right of withdrawal of 14 days from receipt of the goods applies to the hardware. The withdrawal instructions contain the details.

(7) The statutory rights in respect of defects apply. For businesses, the limitation period for claims for defects in the hardware is one year from delivery; for consumers the statutory periods apply.

Section 10 Customer obligations and permitted use

(1) The customer is obliged to keep their access data secret and to inform us without undue delay if misuse is suspected.

(2) The customer is responsible for the lawful use of the review function. In particular, the customer is prohibited from

• a) rewarding or paying guests for leaving a review or for a particular review, for example through discounts, drinks, prize draws or vouchers,
• b) pre-selecting guests, that is forwarding only satisfied guests to the public review and redirecting dissatisfied ones to an internal channel,
• c) writing reviews, or having them written, themselves or through employees, relatives or third parties,
• d) buying, trading or faking reviews,
• e) using the review function for businesses other than those named in the contract.

(3) Breaches of paragraph 2 can lead to sanctions by the review platforms up to and including deletion of all of the customer’s reviews, and to competition law claims by third parties. The customer indemnifies us against third-party claims based on a culpable breach of paragraph 2. For consumers this applies only in the case of an intentional or grossly negligent breach.

(4) The customer ensures that they hold all rights to the content they upload, in particular to logos, photographs, menus and texts.

(5) The customer is responsible for informing their guests correctly under data protection law where personal data of guests is collected through Veridaro.

Section 11 Availability

(1) We provide the software with an availability of 99 per cent as an annual average, measured at access to the server interface.

(2) Announced maintenance windows, disruptions outside our area of responsibility (in particular failures of upstream services such as hosting, database or payment providers), internet disruptions and force majeure, as well as disruptions caused by the customer, do not count as downtime.

(3) Where possible we announce planned maintenance at least 48 hours in advance and schedule it for quiet periods.

(4) If availability falls below the level undertaken, the provisions of our refund policy apply.

Section 12 Data protection and processing on behalf

(1) Our privacy policy contains information on our processing of personal data.

(2) Where, in the course of providing our services, we process personal data for which the customer is the controller within the meaning of the General Data Protection Regulation, in particular data of the customer’s guests and employees, we act as a processor. The data processing agreement under Article 28 GDPR applies, which we provide in text form on request at [email protected] and which is bindingly incorporated when the contract is concluded.

(3) We use sub-processors. The current list follows from section 4 of our privacy policy. We inform the customer of intended changes at least 30 days in advance; the customer may object for good cause.

(4) The customer remains the controller for the data they collect and for the lawfulness of data collection in their business.

Section 13 Rights to content and data

(1) The customer retains all rights to the content they upload and to the data stored in their account.

(2) The customer grants us the non-exclusive right, unlimited in territory and limited to the term of the contract, to store that content, reproduce it technically and display it in the course of providing our services.

(3) We may only name the customer’s name and logo as a reference with their prior express consent. That consent can be withdrawn at any time with effect for the future.

(4) All rights to the Veridaro software, to trademarks, source code and design remain with us.

Section 14 Data export and deletion after the contract ends

(1) After the contract ends we make the customer’s data available for export for 30 days in a common, machine-readable format.

(2) After that period we delete the customer’s data from the production systems within a further 30 days and from the backup copies after 60 days at the latest, unless statutory retention obligations stand in the way. We keep invoicing and accounting data for the statutory periods.

Section 15 Liability

(1) We are liable without limitation for intent and gross negligence, for injury to life, body or health, under the Product Liability Act and to the extent of any guarantee we have given.

(2) In the case of slightly negligent breach of a material contractual obligation, that is an obligation whose fulfilment makes proper performance of the contract possible in the first place and on whose observance the customer may regularly rely, our liability is limited in amount to the foreseeable damage typical of this type of contract at the time it was concluded.

(3) Liability for slight negligence is otherwise excluded.

(4) For the loss of data we are liable under the preceding paragraphs only up to the amount that would have been incurred to restore the data had the customer backed it up properly and regularly.

(5) The above limitations of liability also apply for the benefit of our legal representatives, employees and vicarious agents.

Section 16 Changes to these terms and to prices

(1) We may change these terms where this is necessary because of a change in the law, case law of the highest courts, a change in the scope of services or for comparable objective reasons, and where this does not place the customer at an unreasonable disadvantage. We inform the customer in text form at least six weeks before the change takes effect, setting out the change, the provisions concerned and the right to object. If the customer does not object within that period, the change is deemed accepted; we point out that consequence separately in the notification. If the customer objects, the contract ends at the point in time at which the change takes effect, without any disadvantage to the customer.

(2) We announce price increases in text form at least six weeks before they take effect. The customer may cancel the contract up to the point at which the increase takes effect, with effect from that point; we point this out in the announcement.

Section 17 Final provisions

(1) The law of the Kingdom of Spain applies, excluding the UN Convention on Contracts for the International Sale of Goods. If the customer is a consumer, this choice of law only applies to the extent that it does not deprive the consumer of the protection afforded by the mandatory provisions of the law of the state in which they have their habitual residence. For consumers habitually resident in Germany, the mandatory provisions of German consumer protection law therefore continue to apply, in particular those on the right of withdrawal and on the cancellation button.

(2) If the customer is a merchant, a legal person under public law or a special fund under public law, the exclusive place of jurisdiction is Palma de Mallorca, Spain. For consumers the statutory places of jurisdiction apply; in particular, a consumer may always bring proceedings at their place of residence and may only be sued there.

(3) We are neither willing nor obliged to take part in dispute resolution proceedings before a consumer arbitration board.

(4) Should any provision of these terms be invalid, the validity of the remaining provisions is unaffected.

(5) In the event of discrepancies between the language versions of these terms, the German version prevails for customers domiciled or resident in the German-speaking area.