01Acceptance of these Terms

These Terms of Service (the “Terms”) are a contract between you and COTRONIKA EOOD, a Bulgarian limited-liability company with UIC 202457989 and registered office in Sofia 1700, Bulgaria (“COTRONIKA”, “we”, “us”, “our”).

By creating an account, by signing an order form that references these Terms, or by using the UXO platform (the “Service”), you agree to these Terms. If you are accepting on behalf of a company, you confirm that you have authority to bind that company, and references to “you” or “Customer” mean that company.

If you do not accept these Terms, do not use the Service.

02Definitions

Service: The UXO platform, including the marketing site at uxo.bg, the staff dashboard, the customer-facing ordering apps for dine-in, pickup, delivery and reservations, the marketplace discovery surfaces, the supporting APIs and any documentation we make available.
Customer: The natural or legal person who registers an account, agrees to these Terms and pays the subscription fee.
Guests: The end-customers of Customer’s venues who browse menus, place orders, make reservations or otherwise use the Service’s customer-facing surfaces.
Customer Data: Any data Customer or its Guests submit to the Service, including menu content, orders, reservations, photos, contact details, business settings and any other content uploaded to or generated through the Service.
Documentation: The published user guides, knowledge-base articles and API references for the Service.
Order Form: Any online checkout, written quote or invoice that identifies the chosen subscription plan, term and fees.
Fees: The subscription, usage-based and other charges set out on the pricing page or in an Order Form.

03Eligibility and account registration

The Service is intended for use by hospitality businesses (restaurants, cafés, bars, hotels, food courts and similar venues) and the staff they authorise. You must be at least eighteen years old and legally capable of entering into a binding contract to register an account.

You agree to provide accurate, current and complete information during sign-up and to keep that information up to date. You are responsible for keeping your sign-in credentials confidential and for all activity that occurs under your account. Tell us immediately at [email protected] if you suspect any unauthorised access.

04Subscription, fees and billing

Plans and billing cycle

The Service is offered on a subscription basis. The plan you choose, the included features and the Fees are set out on the pricing page at the time of purchase or on the Order Form. We bill in advance, either monthly or annually, in the currency shown at checkout.

Free trial

Where a plan advertises a free trial, you may use the Service for the trial period without paying. We will tell you the trial’s length and end date at sign-up. We may require a valid payment method to start the trial. If you do not cancel before the trial ends, the subscription converts automatically to a paid plan and we charge the first Fee.

Payment

Payments are processed by Stripe Payments Europe Ltd or, where we agree in writing, by bank transfer. We do not receive or store full payment-card numbers. By providing a payment method you authorise us (and our payment processor) to charge the Fees when due. You are responsible for any taxes that apply on top of the Fees unless we are required to collect them on your behalf.

Renewal

Subscriptions renew automatically at the end of each billing cycle on the same plan unless you cancel before the renewal date. We will send a renewal reminder by email before each annual renewal.

Failed payments

If a payment fails, we may retry the charge for a reasonable period. We may suspend or downgrade your access if a payment remains overdue. We will tell you before we do.

Refunds

Except where Bulgarian or EU consumer law requires otherwise, Fees are non-refundable. Cancellation stops future renewals but does not refund the remaining period of the current cycle (see Section 13).

05Changes to the Service and Fees

We may change the features, functionality or interface of the Service from time to time to improve it, to fix issues, to comply with law or to retire components that are no longer viable. We will give reasonable notice of material changes that reduce the functionality of a paid plan.

We may change the Fees for a renewal term by giving you at least thirty days’ notice before the start of that renewal term. If you do not accept the new Fees, you may cancel before the new term begins and your subscription will end at the expiry of the current paid period.

06Acceptable use

You agree not to use the Service to:

break any law or regulation, including consumer-protection, data-protection, anti-money-laundering, tax, competition, food-safety, allergen-labelling or hospitality-licensing law;
upload content that infringes a third party’s intellectual-property, privacy or personality rights;
upload content that is unlawful, defamatory, obscene, threatening, harassing, discriminatory or otherwise harmful;
send unsolicited commercial communications (spam) through the Service or to Guests in breach of applicable law;
reverse-engineer, decompile or attempt to extract the source code of the Service except to the limited extent applicable law permits despite this restriction;
probe, scan or test the vulnerability of the Service, breach any security or authentication measure, or access data belonging to another Customer;
interfere with or disrupt the Service, the servers or networks on which it runs, or any other Customer’s use;
resell, rent, lease, sublicense or otherwise make the Service available to a third party other than the Guests served by your own venues;
use the Service to build a competing product or to benchmark it for commercial purposes without our prior written consent.

We may investigate suspected breaches of this section and may suspend or terminate accounts in line with Section 13. We will give notice and a reasonable opportunity to cure where the circumstances permit.

07Customer Data and privacy

Ownership and licence

As between you and us, you own all Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data solely to the extent necessary to provide and improve the Service, to comply with law, and to enforce these Terms.

Responsibility for Customer Data

You are responsible for the accuracy, legality and quality of Customer Data and for ensuring that you have the necessary rights and consents to submit it to the Service. You are responsible for the relationship with your Guests, including for their consumer-protection and data-subject rights.

Data processing

Where the Service processes personal data of Guests on your behalf, we act as a processor and you act as the controller within the meaning of the GDPR. Our processing of that data is governed by our Data Processing Agreement at /legal/dpa, which is incorporated into these Terms by reference.

Our handling of personal data we collect from you directly (account, billing and support data) is described in our Privacy Policy at /legal/privacy.

08Intellectual property

The Service, including all software, designs, text, graphics, logos, trademarks, documentation and other content created by or for us, is owned by COTRONIKA EOOD or its licensors and is protected by intellectual-property law. Nothing in these Terms transfers ownership of any of it to you.

We grant you a limited, non-exclusive, non-transferable and revocable licence to access and use the Service during your subscription term in accordance with these Terms.

If you give us feedback or suggestions about the Service, you grant us a perpetual, irrevocable, royalty-free licence to use them without restriction. Any such use will be on an aggregated or anonymised basis.

09Service availability and support

We strive to keep the Service available around the clock but do not guarantee uninterrupted access. The Service may be unavailable from time to time because of scheduled maintenance, emergency maintenance, sub-processor outages or factors outside our reasonable control. We will use reasonable efforts to schedule planned maintenance outside peak hours and to notify you in advance.

Support is provided by email at [email protected] during normal Bulgarian business hours. The response time depends on the plan you subscribe to.

10Warranty disclaimer

Except to the extent expressly stated in these Terms and to the extent not excludable under applicable law, the Service is provided “as is” and “as available”. We disclaim all warranties, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, non-infringement and quiet enjoyment.

We do not warrant that the Service will be error-free, fully secure, uninterrupted or that it will meet your specific requirements. We do not warrant the results obtained from using the Service.

Nothing in these Terms limits the statutory rights you may have as a consumer if you contract with us in that capacity.

11Limitation of liability

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential or punitive damages, including lost profits, lost revenue, lost data, loss of goodwill or business interruption, even if the party has been advised of the possibility of such damages.

To the maximum extent permitted by law, our total aggregate liability to you under or in connection with these Terms, whether in contract, tort, statute or otherwise, will not exceed the total Fees you paid or owed to us under these Terms in the twelve months immediately preceding the event giving rise to the claim.

The limitations in this section do not apply to liability for fraud, gross negligence, wilful misconduct, death or personal injury caused by negligence, or any other liability that cannot be limited or excluded under applicable law.

12Indemnification

You agree to indemnify, defend and hold harmless COTRONIKA EOOD and its officers, employees and agents against any third-party claim, loss, damage, liability, cost and expense (including reasonable legal fees) that arises out of or relates to:

your use of the Service in breach of these Terms;
Customer Data you submit to the Service, including any claim that the Customer Data infringes a third party’s intellectual-property, privacy or personality rights;
your breach of any applicable law or regulation in connection with your use of the Service.

We will notify you promptly of a claim, give you reasonable control of its defence and cooperate at your reasonable expense. You may not settle a claim in a way that imposes any obligation on us without our prior written consent.

13Term, cancellation and termination

Term

These Terms start on the date you first accept them and continue until your subscription is terminated.

Cancellation by you

You may cancel your subscription at any time through the billing area of your account or by emailing [email protected]. Cancellation stops the next automatic renewal; you keep access to the Service through the end of the current paid period. We do not refund the remaining period unless the law requires it.

Termination by us

We may suspend or terminate your access to the Service:

for cause, where you materially breach these Terms (including non-payment) and do not cure the breach within fifteen days of our written notice, or where a cure is not feasible;
immediately, where the breach exposes us or other Customers to imminent legal, security or operational risk;
for convenience, on thirty days’ written notice.

Effects of termination

On termination, your right to access and use the Service ends. For three months after termination, you may export Customer Data through the Service’s export tools or by emailing support. After that period, we delete Customer Data from production systems and from routine backups within ordinary operational cycles, except where we are required by law to retain specific records (accounting and tax records, for example) or where we need to retain certain data for the defence of legal claims.

Sections that by their nature should survive termination (including ownership, warranty disclaimers, liability, indemnification, governing law and miscellaneous) will survive.

14Confidentiality

Each party may disclose information to the other in connection with the Service that is identified as confidential or that should reasonably be understood as confidential. The recipient will use the same degree of care to protect the other party’s confidential information as it uses to protect its own (and in any event not less than reasonable care), and will use the information only as needed to perform under these Terms. The obligations do not apply to information that is already public, becomes public without the recipient’s fault, is developed independently or is rightly received from a third party.

15Force majeure

Neither party is liable for any delay or failure to perform where the cause is beyond its reasonable control, including acts of God, war, terrorism, civil unrest, strike, epidemic, pandemic, government action, internet or telecommunication failure, or any failure of a sub-processor that we cannot reasonably remedy by switching providers.

16Governing law and jurisdiction

These Terms are governed by the laws of the Republic of Bulgaria, without regard to its conflict-of-laws rules. The courts of Sofia City have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, except that we may seek injunctive or equitable relief in any competent court to protect our intellectual-property rights or confidential information.

Where you contract with us as a consumer, this clause does not deprive you of the protection of any mandatory rules of the country where you have your habitual residence.

17Notices and changes

We may give you notice by email to the address tied to your account, by an in-product message, or by a post on the Service. You can reach us at [email protected] or by post to COTRONIKA EOOD, Sofia 1700, Bulgaria.

We may update these Terms from time to time. We will post the updated version on this page and change the “Last updated” date. Material changes will be notified by email at least thirty days before they take effect. Your continued use of the Service after a change takes effect means you accept the updated Terms. If you do not accept them, you may cancel under Section 13.

18Miscellaneous

Entire agreement. These Terms, together with the Privacy Policy, the DPA and any Order Form, constitute the entire agreement between the parties on the subject matter and supersede any prior agreement.
Severability. If any provision of these Terms is held unenforceable, the remaining provisions continue in full force.
No waiver. A failure to enforce a provision does not waive future enforcement.
Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition or sale of substantially all our assets.
No third-party beneficiaries. Except as expressly stated, these Terms confer no rights on any third party.
Independent contractors. The parties are independent contractors and these Terms do not create an agency, partnership or joint-venture relationship.
Language. The authoritative version of these Terms is English. Translations are provided for convenience.

19Contact

Questions about these Terms? Email [email protected] or write to COTRONIKA EOOD, Sofia 1700, Bulgaria.

Terms of Service