FUDI Terms and Conditions for Restaurants

These Terms and Conditions for Restaurants (the "Terms") govern access to and use of the FUDI platform, including the website, admin panel, mobile applications, management tools, order-processing services, marketing services, and, when applicable, logistics coordination and delivery services (collectively, the "Platform").

By registering, accessing, or using the Platform, the restaurant, business, establishment, or its authorized representative (the "Restaurant") agrees to be bound by these Terms.

FUDI: [LEGAL NAME OF THE COMPANY], its affiliates, subsidiaries, assigns, and/or operating entities.

Customer: end user who places orders through the Platform.

Driver / Courier: independent third party providing delivery services through the Platform or an associated logistics network.

Order: purchase request placed by a Customer with the Restaurant through the Platform.

Services: restaurant listing, order intake and management, payments, optional logistics coordination, promotional tools, data, marketing, and support.

FUDI operates as a technology platform that facilitates connections among Customers, Restaurants, and, where applicable, Drivers. Unless a specific agreement states otherwise, FUDI does not manufacture food, does not prepare orders, does not guarantee sales levels, and does not act as the employer of Restaurant personnel.

The Restaurant represents and warrants that: 1. It is legally organized or authorized to operate. 2. It holds all required licenses, health permits, business permits, and registrations. 3. The person accepting these Terms has sufficient authority to bind it legally.

The Restaurant must: 1. Provide truthful, complete, and up-to-date information. 2. Maintain the confidentiality of its credentials. 3. Immediately notify any unauthorized use. 4. Remain responsible for all activity conducted through its account.

The Restaurant is solely responsible for the accuracy of menus, ingredients, allergens, sizes, availability, estimated times, taxes, and prices.

FUDI will not modify pricing without authorization, except for technical corrections or adjustments expressly permitted in writing.

The Restaurant warrants that all published information is truthful and does not infringe third-party rights.

The Restaurant must accept, prepare, and dispatch Orders with reasonable diligence.

The Restaurant is responsible for the quality, safety, packaging, temperature, integrity, legality, and compliance of food products.

The Restaurant will maintain reasonable preparation times and update unavailability promptly.

The Restaurant is responsible for disclosing dietary restrictions and allergens.

The Restaurant may: (a) use its own authorized Drivers; or (b) request logistics coordination through FUDI.

When a Driver is involved, FUDI acts as the technological facilitator or dispatch coordinator, unless expressly agreed otherwise.

FUDI does not guarantee exact delivery times, permanent Driver availability, or the absence of external incidents.

The Restaurant understands that reasonable delays may occur due to traffic, weather, force majeure, high demand, or operational circumstances.

The Restaurant will pay FUDI the commissions, fees, activation charges, subscriptions, promotional costs, logistics costs, and any other amounts expressly accepted during onboarding, in a commercial proposal, or in an economic addendum.

All fees must be clearly disclosed.

FUDI may deduct commissions, authorized refunds, chargebacks, adjustments, Restaurant-funded promotions, fraud charges, or contractual penalties, if applicable, before settling funds.

Applicable taxes will be handled in accordance with law and account configuration.

Payments to the Restaurant will be processed according to the operating schedule communicated by FUDI and may be subject to reasonable holds for disputes, fraud, returns, chargebacks, audits, or legal compliance.

FUDI may temporarily retain amounts when there is a reasonable suspicion of fraud, irregular activity, legal noncompliance, or financial risk.

The Restaurant is responsible for keeping its banking details correct and up to date.

FUDI may process full or partial refunds where there are reasonable Customer complaints, undelivered orders, material errors, fraud, or quality issues.

If the cause of the refund or chargeback is attributable to the Restaurant, FUDI may offset it against current or future settlements.

FUDI may take reasonable operational decisions regarding disputes to protect the Customer experience and the integrity of the Platform.

FUDI may offer promotional tools and marketing campaigns.

No Restaurant-funded promotion will be activated without its consent, except for previously accepted programs.

The Restaurant authorizes FUDI to use its trade name, logo, product images, and commercial content to operate and promote the Platform.

Each party will comply with applicable privacy and data-protection laws.

FUDI may share certain Customer information with the Restaurant to the extent necessary to process orders, provide support, execute authorized programs, and comply with law.

The Restaurant may not use Customer data beyond the purposes permitted by these Terms, the Privacy Policy, and obtained authorizations.

The Restaurant will implement reasonable security measures to protect personal data.

FUDI retains all rights to the Platform, software, design, processes, trademarks, logos, and proprietary materials.

The Restaurant retains rights to its brand, content, and images, granting FUDI a non-exclusive license to use them in the operation and promotion of the Platform.

The Restaurant represents and warrants that: 1. It complies with health, safety, and labeling standards. 2. It complies with applicable labor, tax, and consumer-protection laws. 3. It will not sell products prohibited or restricted by law or items not authorized by FUDI.

The Restaurant must not: 1. Publish false or misleading information. 2. Manipulate orders, reviews, or metrics. 3. Engage in fraud, fake sales, or improper self-orders. 4. Use the Platform for illegal purposes. 5. Interfere with Platform operations.

FUDI may suspend or terminate the Restaurant account, with or without prior notice, where there is: 1. Breach of these Terms. 2. Risk to Customers, Drivers, the brand, or the Platform. 3. Fraud, irregular activity, or legal requirement. 4. Repeated poor quality, excessive cancellations, or serious complaints.

The Platform is provided "as is" and "as available."

FUDI does not guarantee uninterrupted availability, specific commercial results, sales growth, or a complete absence of errors.

To the fullest extent permitted by law, FUDI will not be liable for indirect, incidental, special, consequential damages, lost profits, loss of data, loss of reputation, or business interruption.

FUDI’s total aggregate liability, if any, will not exceed the amount of net commissions actually paid by the Restaurant to FUDI during the [3/6] months preceding the event giving rise to the claim.

The Restaurant will defend, indemnify, and hold FUDI harmless from claims, losses, damages, fines, penalties, costs, and reasonable attorneys’ fees arising from: 1. Defective products, contamination, intoxication, packaging errors, or allergens. 2. The Restaurant’s legal or regulatory noncompliance. 3. Content, trademarks, or materials that infringe third-party rights. 4. Breach of these Terms.

Neither party will be liable for delays or failures caused by events beyond its reasonable control, including severe weather, governmental acts, technological interruptions, riots, war, pandemics, or natural disasters.

The Restaurant may not assign these Terms without FUDI’s prior written authorization. FUDI may assign them in connection with corporate reorganization, financing, merger, or asset sale.

These Terms shall be governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. Any dispute shall be resolved in [COUNTY, FLORIDA], unless FUDI elects binding arbitration under separate terms.

FUDI may update these Terms at any time. Continued use of the Platform after publication of changes will constitute acceptance.

These Terms, together with economic addenda, policies, and onboarding forms, constitute the entire agreement between the parties.