Terms of Use and General Contracting Conditions

1. Supplier identification and contracting entity

EtiquetaChef is operated by two companies, each referred to in these Terms, when acting as the contracting entity, as “EtiquetaChef”, “Supplier”, “we” or “our”:

• ETIQUETACHEF DESENVOLVIMENTO DE SOFTWARE CUSTOMIZÁVEL LTDA, a Brazilian limited liability company, CNPJ 69.380.362/0001-51, with registered office at Rua Pais Leme, 215, Conj. 1713, Pinheiros, São Paulo/SP, CEP 05424-150, Brasil (“EtiquetaChef Brasil”);
• EtiquetaChef WorldWide, Partita IVA 04367791201, Bologna, Italia (“EtiquetaChef WorldWide”).

The contracting entity is determined by the country in which the Customer’s Establishment is located, regardless of the language, website, app or channel used to contract: (i) Customers established in Brazil contract with EtiquetaChef Brasil; (ii) Customers established in any other country contract with EtiquetaChef WorldWide. The country is recorded at contracting: in assisted sales and Commercial Proposals, on the basis of the corporate and tax data provided by the Customer; in self-service contracting, on the basis of the country of the app store account or, in direct contracting, of the IP address of the connection used and, only in the absence of these, of the device’s location. The Customer’s verified corporate and tax documentation prevails over these technical indicators, which are auxiliary. Once recorded, the country cannot be changed by the Customer; if it diverges from the Customer’s documentation, EtiquetaChef may request proof and require a new contract with the competent entity, and operating in another country likewise requires a new contract with the competent entity.

Only the contracting entity is a party to the contract with the Customer, and it alone is responsible for billing, issuing tax documents, collecting the applicable taxes and fulfilling the obligations set out in these Terms. The other entity may provide technology, infrastructure, development and support services to the contracting entity without becoming a party to the contract.

Contact and notice e-mail: jonas@etiquetachef.com. EtiquetaChef WorldWide — digital domicile/PEC: jonasrgoes@pec.it; telephone: +39 352 017 5780.

2. Territory and availability

EtiquetaChef is offered to Customers in more than 175 countries. The availability of the service and of each module, payment method, app store, language, integration or compatible equipment may vary by country and may change over time.

EtiquetaChef may refuse, suspend or terminate contracting in countries or regions where it does not operate, where the service cannot be lawfully provided, or where required by international sanctions, export control rules or restrictions imposed by payment providers or app stores. The Customer declares that it is not subject to sanctions that prohibit the contracting and undertakes not to use the service, or make it available, in breach of such rules.

The Customer is responsible for verifying that its use of EtiquetaChef complies with the local rules applicable to its activity, including food safety, labelling, labour and tax rules.

3. Purpose and nature of the licence

These Terms govern access to and use of EtiquetaChef, a SaaS platform for creating, printing, managing, monitoring, tracing and discarding expiry labels for food and perishables in professional kitchens, as well as related features made available in mobile applications for operating systems officially supported by EtiquetaChef, the web environment, APIs, integrations, optional modules and associated services. Contracting presupposes the purchase of the EtiquetaChef Base Plan, which is the only mandatory component of the subscription. Modules, add-ons, integrations, additional services, equipment, consumables and complementary features are optional and will only be due or made available when expressly selected at checkout, in the Commercial Proposal, order or other specific instrument.

Contracting grants the Customer a limited, non-exclusive licence of use, revocable in the cases set out in these Terms, non-transferable without authorisation and valid only during the term of the subscription.

The licence does not transfer to the Customer any ownership right over the software, source code, architecture, interface, brand, documentation, models, algorithms, integrations or other intellectual assets of EtiquetaChef.

4. Eligibility and exclusively professional contracting

EtiquetaChef is intended exclusively for legal entities, sole traders, professionals and organisations that use it in the exercise of a business or professional activity. By contracting, the Customer declares that it acts for purposes related to its commercial, business, craft or professional activity.

A user who contracts on behalf of an organisation declares to hold sufficient powers to bind it to these Terms.

5. Organisation, establishment and users

Each subscription is linked to the organisation and to the Establishment indicated upon contracting. For the purposes of these Terms, “Establishment” means each physical unit, kitchen, restaurant, bar, hotel, buffet, dark kitchen, production unit or other independent operational site where EtiquetaChef is used. As a commercial rule, the licence is contracted per operational kitchen: each independent kitchen or operational environment in which the system is deployed constitutes an Establishment for licensing purposes, even if it belongs to the same legal entity, brand, economic group or complex address, save for a multi-unit condition expressly set out in the Commercial Proposal.

Extending use to a new kitchen, unit or Establishment depends on its inclusion in the subscription, additional contracting or a corresponding commercial adjustment. The Customer must inform EtiquetaChef in advance of the deployment of the system in a new kitchen or unit and may not extend a licence contracted for one Establishment to other operational kitchens without express authorisation or commercial provision.

The Customer is responsible for its users, profiles, permissions, credentials, PINs and authorised devices, and for removing or blocking access of staff who have left or who should no longer use the platform.

Acts performed by authenticated users or by credentials linked to the Customer will be presumed to have been carried out under its authorisation, without prejudice to the investigation of fraud or security compromise.

6. Sales channels, Licensed Partners and resale

7. Plans, prices, billing and recurring subscription

8. Default, payment failure and suspension

In the event of payment failure, delay, undue chargeback, abusive dispute or default, EtiquetaChef may make further collection attempts, restrict features, suspend access or terminate the subscription, observing the notices and periods applicable to the plan, country and payment method.

Suspension for default does not extinguish overdue amounts and does not prevent their collection by legally admitted means.

For curable contractual breaches that do not involve default subject to its own flow, fraud, attack, abuse, security compromise, attempted improper access, risk to the platform, serious legal violation or a situation requiring immediate action, EtiquetaChef may notify the Customer and grant a cure period of up to 5 (five) business days, or another period indicated in the notice, for correction. Failure to cure within the period may result in restriction, suspension, withdrawal of a commercial benefit or termination, according to the nature of the breach.

9. Service availability and SLA

EtiquetaChef will use commercially reasonable efforts to keep the online services available at least 99% (ninety-nine per cent) of the time in each calendar month, considering the set of essential online features.

For the purposes of this commitment, events arising directly or indirectly from the following will not be counted as unavailability:

• scheduled or emergency maintenance, including security updates;
• failures of internet, Wi-Fi, Bluetooth, electricity, devices, printers or the Customer’s infrastructure;
• unavailability, degradation, limitation, quota or failure of third-party providers and services, including cloud, authentication, messaging, payment, e-mail and telecommunications services;
• attacks, abuse, security incidents or force majeure events beyond EtiquetaChef’s reasonable control;
• suspension caused by default, breach of these Terms or action by the Customer itself;
• features explicitly designed for offline operation or later synchronisation.

Availability is measured per calendar month, on the basis of EtiquetaChef’s monitoring records, as the percentage of time in which the essential online features were available, disregarding the events listed above. On request, EtiquetaChef will inform the Customer of the availability measured for the month in question.

The SLA provided for herein does not constitute a warranty of uninterrupted operation nor does it ensure that every feature, integration or third-party service will be available without interruption. Except as expressly provided in an Enterprise contract, failure to meet the SLA does not automatically give rise to credit, penalty or indemnity.

Technical note: the infrastructure used by EtiquetaChef may incorporate Google Firebase/Google Cloud services with their own SLAs, which are not to be confused with EtiquetaChef’s contractual SLA.

10. Updates, maintenance and evolution of the platform

EtiquetaChef is a continuously evolving service. We may correct, update, reorganise, replace, add or discontinue features, interfaces, integrations, flows and technical components, including for security, performance, legal compliance or product evolution.

Material changes that significantly reduce the functional core of a paid plan will, whenever reasonable, be communicated in advance.

Commercial plans may be discontinued or replaced upon prior notice, preserving the period already paid for.

11. Customer data and data ownership

Data entered, registered or submitted by the Customer to EtiquetaChef remain the property of the Customer or of the respective data subjects. EtiquetaChef does not acquire ownership over product records, expiry rules, users, responsible persons, images, documents, operational records or other business content of the Customer merely because they are stored or processed on the platform.

The Customer grants EtiquetaChef a technical, limited and necessary licence to host, process, reproduce, transmit, organise and display such data solely to the extent necessary for the provision, security, support, maintenance and improvement of the service, without prejudice to the specific marketing permissions set out in Clause 19.

EtiquetaChef may generate and use statistical, aggregated and/or anonymised data, provided that they do not reasonably allow the identification of the Customer or of natural persons, for metrics, benchmarking, security, research, development, product improvement and market intelligence.

12. Personal data protection

The processing of personal data will comply with the legislation applicable to the contracting entity and to the processing: Brazilian Law No. 13,709/2018 (LGPD) for Customers of EtiquetaChef Brasil; Regulation (EU) 2016/679 (GDPR) and applicable Italian law for Customers of EtiquetaChef WorldWide; and, where relevant, the personal data protection rules in force in the country where the Customer is established or where the processing takes place.

The detailed conditions of processing, legal bases, data subject rights, retention periods, international transfers and privacy channels are set out in the EtiquetaChef Privacy Policy.

Depending on the operation, the Customer may act as controller of the personal data of its staff and other registered persons, while EtiquetaChef may act as processor of such data, to the extent necessary for the provision of the contracted services. The two EtiquetaChef entities may share personal data with each other to the extent necessary for the operation, infrastructure, security and support of the service, under appropriate contractual safeguards.

Where EtiquetaChef acts as processor, the processing is governed by the Data Processing Agreement (DPA), published at etiquetachef.com/en/legal/dpa, which forms an integral part of these Terms and prevails over them on matters of personal data protection.

13. Geolocation and operational records

To ensure traceability, proof of execution and the integrity of operational records, EtiquetaChef records, for each label printed on paper and for each recording (writing) of an NFC tag, the geographic location of the device used — such as coordinates, estimated accuracy, source (GPS, network or other) and date and time —, linked to the user, the device, the Establishment and the corresponding label or record.

Location may also be used to: (i) confirm the time of operations independently of the device clock; (ii) help fill in the Establishment’s address; (iii) serve as an auxiliary indicator of the Customer’s country in self-service contracting, under Clause 1, when it cannot be determined by other means; and (iv) prevent fraud, misuse of the licence per Establishment and security incidents.

Collection depends on the location permission of the device’s operating system and takes place only with the app in use, at specific moments — printing, NFC recording, filling in the address, self-service contracting and the periodic time check referred to in item (i) —; only the location of prints and NFC recordings is stored in the operational records, and there is no continuous tracking or background collection. If the permission is denied or the location is unavailable, printing and NFC recording may be unavailable on that device until the permission is granted or the location becomes available again.

The Customer, as employer of or party responsible for the users it registers, must inform its staff and users of this collection and ensure that the use of these records complies with the labour, privacy and data protection rules applicable to it. Location records form part of the Customer’s operational data and follow the clause on deletion, export and data retention and the Privacy Policy.

EtiquetaChef uses location records only for the purposes described in this clause and does not use them to monitor or evaluate the performance or conduct of the Customer’s staff. Location records are kept for as long as the label or record to which they belong and are deleted together with it or with the Customer’s data under Clause 25.

14. Security, backup and restoration

EtiquetaChef will adopt reasonable technical and organisational measures compatible with the nature of the services provided, including authentication mechanisms, access control, activity logs, backup routines and recovery procedures.

Backups are intended exclusively for operational continuity and for service recovery in the event of technical failure, security incident or systemic unavailability, and do not constitute a data custody, archiving, versioning or individual data restoration service.

EtiquetaChef will not be liable for the loss, deletion, alteration, overwriting or rendering unusable of data resulting from an act of the Customer, its users, staff, agents or third parties authorised by it, and is not obliged to restore data or records deleted or modified in such circumstances, even if they happen to exist in backup copies.

In the event of data loss resulting from a failure demonstrably attributable to EtiquetaChef, commercially reasonable measures will be taken to attempt recovery, according to the availability and integrity of existing backups, without any guarantee of full restoration.

15. Responsibility for information, expiry rules and operation

EtiquetaChef is a technological tool for operational support. The Customer is fully responsible for the accuracy, legality, currency and adequacy of the information entered on the platform, including products, ingredients, allergens, batches, quantities, storage conditions, responsible persons, dates and expiry rules.

The calculation or printing of a date by the system based on parameters registered by the Customer does not represent sanitary, technical, nutritional or regulatory validation of that rule by EtiquetaChef.

The Customer must verify whether its procedures comply with food safety, sanitary, labelling, traceability, labour and other rules applicable to its activity.

EtiquetaChef does not guarantee any specific economic result, percentage of waste reduction, cost-of-goods reduction, savings, profit increase, productivity or return on investment. Cases, simulations, estimates, indicators, benchmarks and commercial examples are informative in nature and depend on data quality, operational adoption, internal processes and the particular conditions of each Customer.

16. Technical Manager

Where legislation, the nature of the activity or the Customer’s internal organisation requires or adopts a Technical Manager, it is the Customer’s exclusive responsibility to appoint them, keep their professional registrations valid and ensure their participation in the definition, review or approval of the procedures and expiry rules used in the establishment.

Use of EtiquetaChef does not replace a nutritionist, technical manager, sanitary consultancy, laboratory analysis, HACCP procedure or any professional, licence or control required by a competent authority.

When registering or using expiry rules, the Customer declares that such rules were defined or approved by a competent person under its responsibility, where such validation is legally or technically required.

17. Permitted use and prohibitions

It is prohibited to use EtiquetaChef to:

• copy, reproduce, sublicense, sell, rent, assign or transfer the software or access outside the authorised cases;
• decompile, disassemble, reverse engineer or attempt to obtain source code, trade secrets or non-public internal mechanisms;
• circumvent authentication, security controls, technical limits, billing or access permissions;
• carry out abusive scraping, attacks, unauthorised testing, exploitation of vulnerabilities or use capable of harming the infrastructure;
• provide access to third parties for the purpose of copying non-public elements, reproducing the solution or developing a competing product from confidential information obtained through such access;
• use the platform for unlawful purposes or in violation of third-party rights.

EtiquetaChef may preventively suspend accounts, credentials, integrations or devices where there are reasonable indications of fraud, abuse, security compromise, breach of these Terms or risk to the platform, for the time necessary to investigate and mitigate the risk.

18. Intellectual property

All rights over EtiquetaChef, including software, code, non-public APIs, interface, design, flows, brand, name, logos, texts, documentation, models, structure database, methods, know-how and other proprietary elements belong to the Supplier or to the respective licensors.

No provision of these Terms grants the Customer any intellectual property right beyond the limited licence of use necessary during the subscription.

19. Authorisation to use the Customer’s brand, images, videos and establishment

By contracting or using EtiquetaChef, the Customer grants EtiquetaChef, during the commercial relationship and, for materials already produced or published, after its termination, a non-exclusive, free, worldwide licence, for the period permitted by law, to use its company name, trade name, brand, logo, images, photographs, videos, recordings, testimonials and images of its establishment that have been provided, published, captured with authorisation or produced in the context of the commercial relationship.

This authorisation covers use in advertising, paid ads, social media, website, landing pages, commercial presentations, case studies, institutional materials, trade fairs, events, videos, sales materials and EtiquetaChef communications, in any medium, territory or format, with the possibility of editing, cropping, subtitling, translation, adaptation and combination with other materials, without additional royalty payment.

The Customer declares that it holds the necessary authorisations relating to brands, environments and identifiable persons present in the materials it provides or whose capture it authorises, including image authorisations of employees, agents and third parties where necessary. EtiquetaChef must not use the material in a defamatory or misleading manner or in a way that attributes to the Customer a statement substantially different from the one actually made.

The image, voice and name of identifiable natural persons are not covered by the Customer’s authorisation over its brand and establishment: their use depends on the individual authorisation of the data subject, obtained by the Customer or by EtiquetaChef, and on the applicable law. The Customer may at any time ask EtiquetaChef not to use its brand or establishment in new materials, without prejudice to materials already published, except where removal is required by law.

20. Third-party services, integrations and equipment

EtiquetaChef may integrate with or depend on third-party services, including operating systems, Google/Firebase, payment processors, SMS, e-mail, notification and map services, app stores and printers. Such services have their own terms, policies, availability and limitations.

21. Support

Support is organised in three levels:

• Level 1 (L1): first contact with the Customer — questions about use, account access, configuration, printers and equipment, basic guidance, collection of information and triage;
• Level 2 (L2): technical diagnosis of incidents not resolved at L1, including analysis of logs, data, settings and integrations;
• Level 3 (L3): engineering — correction of platform defects, changes to code or infrastructure and handling of complex incidents.

Customers who contract directly with EtiquetaChef are served by EtiquetaChef at all three levels, through the channels made available on the platform.

Customers served by a Licensed Partner receive L1 support from the Licensed Partner, through the channels indicated in the Commercial Proposal or in the account. L2 and L3 support is provided by EtiquetaChef only upon escalation by the Licensed Partner’s L1, which must first attempt to resolve the request and forward it with the necessary information. EtiquetaChef may redirect to the Licensed Partner requests sent directly by these Customers, except communications about security incidents, personal data and data subject rights, which may always be sent directly to EtiquetaChef.

Channels, hours, languages and response times may vary according to plan, country, channel and Commercial Proposal; unless expressly provided in the Commercial Proposal, there is no guaranteed response or resolution time. EtiquetaChef may request technical information, logs, screenshots or reasonable cooperation from the Customer to diagnose and resolve incidents.

22. Limitation of liability

To the maximum extent permitted by applicable law, EtiquetaChef will not be liable for damages arising from incorrect or incomplete information entered by the Customer, inadequate expiry rules, sanitary non-compliance, loss or disposal of food, absence or outdatedness of operational records, incompatibility or failure of the Customer’s equipment, an outdated operating system, insufficient, unstable or unavailable internet or Wi-Fi, third-party services or use contrary to these Terms and the applicable technical requirements.

Where EtiquetaChef expressly assumes the supply of a given piece of equipment, device or supply, its liability will be restricted to the obligations specifically set out in the applicable commercial proposal, order or agreement and to liabilities that cannot be excluded or limited by the competent legislation.

To the maximum extent legally permitted, indirect and consequential damages, loss of profits, loss of opportunity and punitive damages are excluded, except where arising from wilful misconduct or from liability that cannot be limited by law.

Except in cases of wilful misconduct, gross negligence where non-derogable, violation of rights that cannot be limited by law or a specific obligation assumed in writing, EtiquetaChef’s aggregate liability relating to the service will be limited to the total actually paid by the Customer to EtiquetaChef in the 12 (twelve) months preceding the event giving rise to the claim.

23. Indemnity for the Customer’s acts

To the extent permitted by law, the Customer must hold EtiquetaChef harmless from third-party claims arising from content, data, instructions, sanitary rules, marketing materials, rights violations or use of the platform attributable to the Customer, its users or representatives.

24. Term and termination

These Terms remain applicable for as long as the Customer maintains an account, an active subscription or pending obligations relating to the service. Termination of the subscription does not affect clauses that, by their nature, must survive, including intellectual property, outstanding payments, limitations of liability, confidentiality, aggregated data and licences of materials already published pursuant to Clause 19.

25. Deletion, export and data retention

The Customer may use the export and deletion mechanisms made available on the platform, subject to security procedures, retention periods, tax obligations, fraud prevention, backups, defence of rights and other applicable legal grounds.

After termination or deletion, the Customer will have 30 (thirty) days to request the export of its data, even if access to the platform is suspended or closed. The request must be made by the Customer’s legal representative or account owner by e-mail to jonas@etiquetachef.com and is subject to identity verification; EtiquetaChef will provide the data in a structured, commonly used format within a reasonable time. After that period, operational data may be permanently deleted, except where its retention is required by law, fraud prevention or defence of rights. Residual copies may remain temporarily in backups and technical logs until they are overwritten or deleted according to internal retention cycles.

For Customers established in the European Union, the switching rights of Regulation (EU) 2023/2854 (Data Act) also apply: the Customer may request to switch to another provider or to its own infrastructure with a maximum notice period of 2 (two) months; EtiquetaChef will provide reasonable assistance with the transition, which will be completed within 30 (thirty) calendar days, unless technically unfeasible and notified as provided in the Regulation; the exportable data — the Customer’s records, expiry rules, labels and operational records, users and settings — will remain available for retrieval for at least 30 (thirty) days after the transition and will be deleted at the end of that period; and any switching charges are limited to direct costs until 12 January 2027 and will no longer be charged from that date. Once switching is completed, the contract ends, without prejudice to the amounts due for the period already contracted.

26. Communications and notices

The Customer agrees to receive operational, security, billing, contractual change and other service-related notices at the e-mail address, telephone, push channel or other registered channels. The Customer is responsible for keeping its contact details up to date.

For formal notices to EtiquetaChef, jonas@etiquetachef.com and, where applicable, the PEC address jonasrgoes@pec.it may be used.

27. Amendments to these Terms

EtiquetaChef may amend these Terms to reflect product evolution, legislation, security, commercial practices or operations. Material changes will be communicated by reasonable means before they take effect, where required or appropriate.

Continued use after the new version takes effect will mean acceptance of the updated Terms, except where legislation requires specific consent or ensures a different right.

28. Assignment

The Customer may not assign its subscription or these Terms in full to another organisation without prior authorisation from EtiquetaChef, except where a specific transfer feature or procedure exists. EtiquetaChef may assign or transfer these Terms in the event of corporate reorganisation, business transfer, M&A transaction or business succession, subject to applicable law.

29. Independence of the parties

Contracting does not create a partnership, commercial agency, franchise, joint venture, mandate, employment relationship or fiduciary relationship between EtiquetaChef and the Customer, nor between EtiquetaChef and the Licensed Partner that serves the Customer. Each party, including the Licensed Partner, remains independent and responsible for its own obligations.

30. Entire agreement and no waiver

These Terms, together with the Commercial Proposal, order, checkout, Privacy Policy and other expressly incorporated documents, constitute the agreement applicable to the provision of the service and supersede prior understandings on the same subject matter. In the event of conflict between documents, the following order will prevail: (i) the Commercial Proposal or specific instrument signed by the parties, exclusively as to the particular conditions expressly negotiated; (ii) specific annexes applicable to the product, module, equipment or service; (iii) these General Terms; and (iv) operational or technical documentation. Special conditions will not be construed as a general amendment of the Terms beyond the subject matter expressly governed.

The Customer declares that the information provided at contracting, onboarding, in the Commercial Proposal and during use of the service is complete, true and up to date, including corporate and tax data, addresses, number and identification of Establishments, operational kitchens, users and information necessary for the provision of the services. The Customer must report material changes and will be liable for the consequences of omissions or materially incorrect information, without prejudice to the correction of billing or of the corresponding commercial classification.

Any tolerance by one party regarding a breach of an obligation will not constitute a waiver, novation or permanent amendment of a right.

31. Partial invalidity

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in force. The affected provision must be interpreted or replaced, to the maximum extent possible, by a valid rule that preserves its economic and legal purpose.

32. Governing law and jurisdiction

These Terms are governed by the law of the contracting entity: (i) for contracts with EtiquetaChef Brasil, the laws of the Federative Republic of Brazil, with the courts of the District of São Paulo, State of São Paulo, Brazil, elected as the exclusive forum; (ii) for contracts with EtiquetaChef WorldWide, the laws of the Italian Republic and, where applicable, European Union law, with the Courts of Bologna, Italy, elected as the exclusive forum.

Considering that EtiquetaChef is intended exclusively for professional/B2B relationships, the elected forum applies to disputes arising from these Terms, save for non-derogable jurisdictions imposed by applicable law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

33. Electronic acceptance

Acceptance of these Terms may occur by electronic signature, click-to-accept, completion of checkout, signature or acceptance of the Commercial Proposal, activation of the subscription, first payment or use of the service after the Terms are presented, according to the applicable flow. The signatory or user who accepts on behalf of the Customer declares to hold sufficient powers to represent and bind it to the contracted obligations. Acceptance of the Commercial Proposal implies unequivocal acceptance of these Terms and of the annexes identified therein, save for an express reservation accepted in writing by EtiquetaChef. Electronic records, logs, date, time, account, IP and other technical evidence may be used to prove the contracting and the acceptance, subject to applicable law.

34. Contact

ETIQUETACHEF DESENVOLVIMENTO DE SOFTWARE CUSTOMIZÁVEL LTDA — CNPJ: 69.380.362/0001-51 · Rua Pais Leme, 215, Conj. 1713, Pinheiros, São Paulo/SP, CEP 05424-150, Brasil

EtiquetaChef WorldWide — Partita IVA: 04367791201 · Bologna, Italia · PEC: jonasrgoes@pec.it · Telephone: +39 352 017 5780

E-mail: jonas@etiquetachef.com