General Terms and Conditions
The general terms and conditions of Oreka AI ("Terms") govern the access and use of a software solutionprovided by Twenty Pay SA, Place de la Riponne 3, 1005 Lausanne, Switzerland ("Oreka AI" or "We"), allowing you, as theowner of a food and beverage establishment, hotel or restaurant ("Client"),to access a complete panel of digital services ("Services") through the installation of the Oreka Connect box ("OrekaConnect Box"). These Terms do not govern the relationship between Oreka AI and the customers of the Client ("Client’s Customer").
To access and use our Services, the Client must accept these Terms, and our Privacy Policy, and install the Oreka Connect Box. The Client agrees to these Terms and our Privacy Policy by acceptance. If the Client does not agree to these Terms and our Privacy Policy, the Client may not use nor access the Services.
This agreement together with all other referenced documents forms a legally binding agreement ("Agreement") between Oreka AI and the Client.
1. Services Description
The Services include customer review management, creation of digital menus, access to market statistics, and any other services that may be added to the platform from time to time.
2. Registration
Accessing and using our Services, in whole or in part, requires opening an account on our website. The Client must provide accurate, current, and complete information during the registration and keep their account information up to date. The Client is responsible for maintaining the confidentiality and security of their account credentials and may not disclose their credentials to any third party.
3. Ownership of the Oreka Connect Box
The Oreka Connect Box remains our sole property. The establishment of rights of lien or retention over the Oreka Connect Box for the benefit of third parties is expressly waived. In case of attachment, retention, confiscation or appropriation of assets, the Client shall immediately inform us and inform the responsible debt enforcement office or bankruptcy authority that Oreka AI is the sole owner ofthe Oreka Connect Box.
4. Delivery of the Oreka Connect Box
Unless agreed otherwise, the Oreka Connect Box is provided directly by Oreka AI and will be dispatched by our delivery service provider. In such case, as soon as the Oreka Connect Box has been dispatched, the Client will receive a dispatch notification.
5. Defect of the Oreka Connect Box
The Oreka Connect Box is defective if it does not have a quality promised or on which the Client could legitimately rely. If the Oreka Connect Box is defective, the Client has the right to have the Oreka Connect Box repaired or replaced, at Oreka AI's sole discretion. To exercise its right for repair or replacement, unless agreed otherwise, the Client must inform Oreka AI of the decision to have the Oreka Connect Box repaired or replaced by means of a clear declaration with photographic proof of the defect to contact@oreka-ai.com. Upon exercise of these rights by the Client, Oreka AI will send the Client a confirmation of receipt in a timely manner. Upon Oreka AI’s confirmation, the Client shall return the defective Oreka Connect Box to Oreka AI.
If the replaced or repaired Oreka Connect Box is defective as well, the Client may exercise its right of revocation and receive a reimbursement of the Fee in exchange for returning the new defective Oreka Connect Box.
The Client can only rely on these defective Oreka Connect Box remedies within the warranty period.
6. Data usage
The Oreka Connect Box is installed in the Client’s premises according to Oreka AI's instructions. Through the Oreka Connect Box, Oreka AI collects data regarding bills printed by Client ("Client Data"), which may include, but is not limited to, the Client’s name and address, the product names and price of goods and services sold, the applicable VAT, and a time-stamp.
Oreka AI is entitled to reuse the Client Data for internal purposes in compliance with applicable privacy laws.
Oreka AI may only share Client Data other than Partner Data with its business partners after prior anonymization andaggregation. This includes for example, market statistics andaggregated results of the analysis performed by Oreka AI.
Client Data may relate to third parties, such as the producers or suppliers of the goods and services sold. Oreka AI may have contractual relationships with such third parties. Oreka AI may share data directly relating to Oreka AI's business partners ("Partner Data") with such partners.
7. Intellectual Property
Oreka AI is the owner of all intellectual property rights of its website and the Services, respectively has the necessary rights to exploit them. For the duration of use of the Services, Oreka AI grants the Client a revocable, non-exclusive, non-transferable, and non-sub-licensable right to use the Services in accordance with the Agreement.
The Customer agrees it will not, unless with the Company's prior written permission:
• Try to decompile or reverse engineer the Services or any part of it, or derive the source code;
• Copy, modify, distribute, reproduce, translate, disassemble or use in any other way any information, text, graphics, images, software obtained from the Services, or any other part of the Services;
• Create derivative works based on the whole or any part of the Services or any content available on the Services.
The Client is not allowed to use our trademarks and logos without our prior written permission, nor to copy or reproduce our website.
8. Data Privacy
The provision of the Services may require the processing of the Client’s Customers personal data. In such cases, the parties may define their duties regarding data protection in a data processing agreement.
9. Payment
Unless agreed otherwise, the Client must pay the recurring fees, as reproduced on our website via the payment methods made available by Oreka AI. All recurring fees arepayable in advance. In case of late payment, the due amount shall bear an annual interest rate of 5%. Unless explicitly stated otherwise, all fees are in CHF, excluding VAT. Except where prohibited by law, all fees are non-refundable.
10. Restrictions and Obligations
We will provide theClient with the Services as agreed in the Agreement.
We:
• May subcontract third parties for all ourobligations under the Agreement.
• Are liable to the Client for our subcontractors and ensure that subcontractors are bound to appropriate confidentiality.
• Are permitted and possibly required bylaw to suspend access to the Services or the Client's account based upon a reasonable determination of the occurrence or potential for the occurrence of illegal or wrongful activity, fraudulent use, or attempted fraudulent activity. In case of a suspension, the Client remains liable for all charges and fees incurred during the suspension period. The Client is responsible and liable foractivities conducted through their account and must immediately notify the Oreka AI should there be any suspicion that the Client’s credentials have been lost, stolen, or their account is otherwise compromised. Our Services may be used by the Client according to the Agreement. Any other use is excluded and expressly prohibited.
Any use that may cause harm to us, our Services, our providers, or Client’s Customers is prohibited.
11. Warranties
The Services are provided "asis" and "as available" without warranty or representation of any kind.
We will make reasonable efforts to ensure that the Services are available 24 hours a day, seven days a week, but we do not guarantee that the use of the Services will be uninterrupted. Oreka AI willreasonably inform the Client in advance in case of scheduled maintenance or anyother for eseeable cause of temporary unavailability.
Unavailability due to bugs, technical constraints, and other maintenance operations does not entitle the Client to any right to any refund. Neither the addition, modification, or deletion of a feature of the Services gives the Client the right to any refund.
Any other warranty is excluded to the extent permitted by law.
12. Liability
We are fully liable to the Client for direct damages resulting from intentional misconduct or gross negligence. In all other cases, Oreka AI's liability is limited to the maximum extent permitted by law.
13. Term and Termination
The Agreement between the parties remains in full force and effect for the duration of the period agreed between the Parties ("Subscription Period"), and automatically renew for subsequent Subscription Periods unless the Agreement terminated (all Subscription Periods combined the "Subscription").
Either party may terminate the Agreement at any time with effect at end of the ongoing Subscription Period.
Termination does not affect any rights, obligations, or liabilities of either party that have accrued before or are intended to stay effective beyond termination.
In case of violation of the Agreement, which has been notified to the Client and which the Client has not remedied within a period of 7 days from the notification, Oreka AI is entitled to terminate the Services with effect at the end of the Subscription Period. Once the notification has been sent, Oreka AI is entitled to suspend the Client’s account and access and use of the Services for the duration of the violation.
Upon the end of the Subscription, the Client’s account will be deactivated, and access will be terminated. The Client shall return the undamaged Oreka Connect Box to us without delay, within the deadline, and to the address provided by us to that effect.
14. Miscellaneous
Entire Agreement: The Agreement constitutes the entire agreement between Oreka AI and the Client, and supersedes all prior agreement between the parties relating to the subject matter of the Agreement.
Reference: With the Client’s prior written consent, we are entitled to reference the Client on our list of clients and to report on our relationship for marketing purposes topromote our Services,whether online or offline.
No Assignment: Any assignment of the Agreement or rights arising therefrom on the Client’s part is prohibited without our prior written consent.
Changes to Terms: Oreka AI may, from time to time, amend these Terms. We will notify the Client at least 30 days before such changes apply to the Client. If the Client disagrees with a material change to the Services or Terms (including changes ofthe respective fees), the Client may terminate these Terms within 30 days from Oreka AI's notice. Such termination is effective from the date the changes take effect or the delivery date of the termination notice if occurred after the changes took effect. The Client's continued use of the Services following the notification of any amendments indicates acceptance of the changes to the Terms.
Severability: If any provision of the Agreement (in whole or inpart) is held to be illegal, invalid, or otherwise unenforceable, the otherprovisions will remain mutatis mutandisin full force and effect.
Notice: Notices are given in writing, including by email. Notices should be sent:
- to the Client’s attention: email address defined in the Client’s account
- to our attention: contact@oreka-ai.com
GoverningLaw and Jurisdiction: The validity and performance of the Agreement and the contractual relationship shall be governedby Swiss substantive law (excluding the UN Convention on Contracts for theInternational Sale of Goods) and are subject to the exclusive jurisdiction of the ordinary courts at the registered seat of Twenty Pay SA.
Latest version : 01/02/2023