Terms and Conditions

These Terms and Conditions (“T&C”) form part of the Agreement and remain in effect from the Effective Date until the Agreement is terminated or expires in accordance with § 7. The Client Agreement can alter T&C provisions or include terms that take precedence over T&C.

The T&C governs the Client’s use of the Platform (as described below) provided by PF strictly within a B2B framework for business purposes and professional use, and not for personal or consumer purposes. By entering into the Agreement, you warrant that: (a) you have full legal authority to bind the Client to T&C; (b) you have read and understood T&C; and (c) you agree on behalf of the Client to be bound by T&C; (d) the Client is not a consumer and engages with PF in the context of commercial, industrial, or professional activities (a “B2B” relationship).

The Agreement is effective on the date ("Effective Date") when either:

Registering for an Account on the Website by electronically consenting to the T&C (e.g., by clicking an "accept" button), or
Signing a Client Agreement, which signifies consent to the T&C, or
Giving electronic consent to the T&C in any other express form (e.g., via email exchange or chat).

Key definitions:

“PF” - Apps Playfood Ltd, a company incorporated and acting in accordance with the laws of the Republic of Cyprus, with registered address at Arch. Makariou III, 228, AGIOS PAVLOS BLOCK A, Flat/Office 113, 3030 Limassol, Cyprus, registration number HE 430295.
"Website" - PF's marketing and informational site located at playfood.com or its subdomains.
"Agreement" - the collective terms comprising these T&C, the Client Agreement (if any), and all exhibits and amendments thereto
"Client Agreement" - the separate document signed by both Parties that specifies the commercial terms, Initial Works, fees, and other specifics.
"Branded Application" - any Application(s) (whether Mobile or Web) that have undergone Initial Works to incorporate the Client’s branding (logo, icon, name, colors, etc.) as specified in the Client Agreement or Inquiries.
"Account" - the Client-specific account, registered on the Website or provisioned by PF, which enables the Client to access and use the Platform.
"Applications" - the Web Applications and Mobile Applications, collectively.
"Change Request" - a request submitted by the Client via Inquiries for additional customization, features, or changes to the Platform, as further described in § 3.
"End Users" - the Client’s customers who access or use the Platform (such as the Client Mobile App or Client Web Catalog) to order or receive the Client's services.
"Chargeable Order" - any non-test order placed by an End User through the Platform that has been successfully paid for and accepted by the Client or a Vendor via the Platform (regardless of whether it is later canceled or refunded).
"Cart Total" - the subtotal for items in a Chargeable Order, including any modifiers such as mark-up, promo codes, and included taxes. This value serves as the primary basis for calculating the Platform Fee and explicitly excludes delivery fees, service fees, tips, and any pass-through taxes remitted by the Client.
"Gross Order Value" (or "Order Total") - the total amount paid or payable by an End User for a Chargeable Order, calculated as the sum of the Cart Total, plus any applicable delivery fees and taxes. This value excludes tips passed through directly to couriers/drivers and does not constitute the Client’s revenue from the transaction.
Client Gross Profit” - the Gross Order Value (Order Total) minus:
1. payouts to Vendors;
2. payouts to couriers/drivers; and
3. other pass-through items specified in the Agreement.

Taxes are included in Client Gross Profit; if the Client needs to figure taxes, the Client must adjust it manually. Platform Fees are not deducted from Client Gross Profit unless otherwise agreed.

"Initial Works" - the work to be performed by PF, as specified in the Client Agreement, including branding the agreed-upon Applications and, if applicable, uploading the Branded Application(s) to the Client’s developer accounts with the App Distributors.
"Inquiries" - communications from the Client to PF submitted via the designated support portal in the Platform on the Website or to the official email address(es) and/or to messenger channels designated by PF for support or change requests.
"Mobile Applications" - the Client-published, white-label object-code builds of PF's mobile applications (e.g., Client Mobile App, Vendor Mobile App, Courier (Driver) App).
"Platform" - the PF-hosted suite comprising the Web Applications (as defined below), Mobile Applications (as described above), and underlying software, technology, and services.
"Third-Party Service" - any features, content, or services provided by independent third parties not controlled by PF that may be integrated with or required for the Platform, such as maps, payment gateways, or messaging services.
"Web Applications" - the suite of PF web applications (e.g., Client Web Catalog, Vendor Web Panel, Admin Panel, Operator Console, Courier Management Console) delivered as hosted software-as-a-service (SaaS).
"App Distributors" - third-party platforms, by default, the Apple App Store and/or Google Play Store, through which Mobile Applications are distributed.
Vendor - a third-party merchant (such as a restaurant, store, or other provider of goods) that the Client has authorized to offer and sell its products or services via the Platform.
Dropshipping Vendor - a specific type of Vendor that does not access or use the Vendor Applications (Vendor Mobile App or Vendor Web Panel) to receive or confirm orders. For these Vendors, the Client lists the catalog items on the Platform; the Platform automatically accepts incoming orders without the Vendor's direct interaction; and the fulfillment process typically requires the courier or driver to place the order with the Vendor in person upon arrival at the Vendor's location.
"Operational Readiness Date" - the date when PF notifies the Client that: (i) the Web Applications are accessible to the Client and (ii) the Mobile Applications are published on the App Distributors' platforms (or are ready for publication pending Client's action). This date serves as the commencement of the Billing Cycle unless otherwise specified in the Agreement.

1. PLATFORM, WORKS, SERVICES, AND LICENSES

1.1 Software and Application Components

Overview. PF owns or licenses Web Applications and Mobile Applications and makes them available to the Client to enable the Client, acting on its own behalf and at its own expense, to render legally permitted services (e.g., delivery or transportation) within configured Operational Areas to the End Users. The Web Applications are delivered as hosted software‑as‑a‑service (SaaS) and constitute the core of the Platform. The Mobile Applications are Client‑published, white‑label object‑code builds that serve as a distribution channel for End Users.
Applications for End‑User (The application description reflects only part of the applications' functionality, which may be subject to change).
1. Client Mobile App - branded app for registration, ordering, tracking, and interaction; distributed via the Client’s developer accounts with the App Distributors (Apple App Store and/ or Google Play platforms).
2. Client Web Catalog - a web storefront mirroring the Client Mobile App’s order flow for browser‑based orders at a Client‑designated URL.
Vendor Applications.
1. Vendor Mobile App - receive/manage incoming orders; manage item availability and item preparation time; display contact information; manage vendor status (open/closed).
2. Vendor Web Panel - manage catalog (items, prices, modifiers, images, availability), receive/manage incoming orders, view analytics/reports, manage staff access, and configure location/branding settings; changes surface in Client Mobile App and Client Web Catalog; credentials issued by the Client.
Client Management Tools
1. Admin Panel - business settings (fees, vendor onboarding, promotions, referral program, basic reporting, order review/cancel/edit). Boundary: no courier/driver registration or dispatch.
2. Operator Console - real‑time dispatch (assign/recall tasks) and live map. Allows the Client to issue credentials to authorized personnel.
3. Courier Management Console - register couriers/drivers; balances, tariffs, parameters; reporting. The Client issues credentials to authorized personnel.
Courier/Driver Application.
1. Courier (Driver) App - receive, accept, fulfill assigned tasks; navigation and task lifecycle actions; allows the Courier/Driver to log in. Unless agreed, customization is limited to PF’s configuration options.
Typical delivery launch.
A standard package ordinarily includes the following applications and Admin Panel: Client Mobile App, Client Web Catalog, Vendor Mobile App, Vendor Web Panel, and the Admin Panel; plus access to Operator Console and Courier Management Console. The Client allows vendors and their couriers/drivers to log in.
No exclusivity.
Granting the components confers no territorial or customer exclusivity.

1.2 PF’s Role, Liability, and Compliance

PF is a technical solution provider and does not provide the Client’s services nor participate in the Client’s transactions (with customers, couriers/drivers, vendors, employees). Such transactions occur exclusively between the Client and those parties. The Client bears sole responsibility for legal compliance of its business operations.
The use of the Platform does not grant the Client authorization to render its services, as this remains subject to the laws applicable to the Client.

1.3 Technical Requirements

The Client supplies/maintains the equipment, connectivity, and environment necessary to access and operate the Platform and bears all associated costs. PF does not provide hardware or client‑side equipment.

1.4 Services and Works

Interpretation. The term "Mobile Applications" as used herein includes the Branded Application, if its creation is specified in the Client Agreement.
Initial Works
1. The scope of Initial Works is defined in the Client Agreement and typically includes:
  - Branding of the agreed-upon Applications (e.g., Client Mobile App, Vendor Web Panel) with the Client's intellectual property.
  - Submission of the Branded Application(s) to the Client’s developer accounts with the App Distributors for review and publication.
Prerequisites and Client Cooperation. PF’s obligation to commence and complete the Initial Works is contingent upon the Client’s timely fulfillment of the following requirements:
1. Receipt by PF of the agreed-upon pre-payment as specified in the Client Agreement.
2. Provision by the Client of all necessary materials and information, including but not limited to: a vector-based logo, designated domain, operational area details, and any other assets agreed to be implemented in Branded Applications (or required to do so) and requested by PF.
3. Provision by the Client of complete and correct access credentials for its developer accounts with the App Distributors.
Timeline. PF does not commit to a fixed timeline for the completion of Initial Works under these T&C, as the process is dependent on the Client's cooperation and App Distributors' review times. A typical, non-binding timeframe is approximately four (4) weeks from the date all prerequisites in § 1.4 are met. Any binding deadlines must be explicitly stated and mutually agreed upon in the Client Agreement or via other communication methods. Delays caused by the Client's failure to provide necessary materials or access will extend any agreed-upon timeline accordingly.
App Distributor Submission and Rejection.
1. PF will prepare and submit the Branded Application in accordance with the App Distributors' guidelines effective at the time of submission.
2. Suppose a submission is rejected due to a technical fault or error attributable to PF. In that case, PF shall be responsible for remedying the issue and resubmitting the application at no additional cost to the Client.
3. If a submission is rejected for reasons attributable to the Client (including, but not limited to, the Client's business model, branding, content, failure to comply with App Distributor policies, or issues with the Client's developer account), the Client shall be responsible. Any subsequent resubmission attempts required due to such a rejection may be treated by PF as a new Change Request, subject to additional fees.
Client Abandonment. Suppose the Client fails to provide the necessary materials, access, or communication required to proceed with the Initial Works for a continuous period of sixty (60) calendar days after the pre-payment has been made. In that case, PF reserves the right to suspend the project indefinitely. In such an event, the pre-payment is non-refundable, and any resumption of the Initial Works shall be at PF's sole discretion and may require a new Agreement and payment of new fees.

1.5 License for the Mobile Applications (Client Mobile App, Vendor Mobile App, Courier (Driver) App).

Grant and scope. Subject to the Agreement and completion of any Initial Works, PF grants the Client a non‑exclusive, non‑transferable, non‑assignable, revocable license to make available to the public on demand the PF‑supplied object‑code builds of the Mobile Applications solely via the Client’s developer accounts with App Distributors within the term stated in the Agreement and worldwide. This worldwide license refers to the ability to list the Applications on the App Distributors' platforms. The Client's actual services provided via the Platform may only be offered within the configured Operational Area(s). This license is granted solely for the term of, and is coterminous with, the Agreement, and shall terminate automatically upon the Agreement's termination or expiration without any further action required by either party.
Technical Reproduction. The Client may reproduce the Apps only to the extent strictly necessary to (a) upload/store PF‑supplied builds in the App Distributors’ consoles, (b) pass store review, and (c) enable installation/caching by End Users. No other reproduction (including compilation, re‑signing, re‑packaging, mirroring, MDM/enterprise side‑loads, or build generation) is permitted. PF authorizes the Client to grant to the App Distributors a non‑exclusive, worldwide, royalty‑free license to host, reproduce, display, test, and otherwise use the Apps as required by the applicable App Distributors' agreements solely for the purpose of listing, distributing, maintaining, promoting, and reviewing the Apps on the App Distributors’ platforms.
End‑User EULA sublicense. PF authorizes the Client to grant End Users a limited, non‑transferable, non‑sublicensable end‑user license only to download, install, and run the Apps to receive the Client’s services, under an EULA aligned with App Distributor flows. All other rights are reserved to PF.
No other rights. Except as set out above, the Client is not granted any right to distribute copies (sale, rental, lending, or other public circulation), to translate, adapt, or otherwise alter the Apps or create derivative works, to make available the Apps through channels other than the agreed App Distributors, or to grant any further sublicenses.
Maintenance. PF maintains/updates the Apps while the Agreement remains in force.
Auxiliary nature; no fee. The license is granted solely to enable the Platform and is auxiliary to the Web Applications. No license fee or consideration is charged.
Platform Access and Billing Commencement. After completion of any Initial Works, the Agreement specifies the start date of the Billing Cycle, which begins (if not specified) on the Operational Readiness Date (the factual first use date is irrelevant). If the Platform is suspended, the Billing Cycle is paused and resumes accordingly (see §§ 5; 7). The Mobile Applications license granting does not trigger billing.
Additional services. May include marketing, optimization, and other services. Discussed separately and (if agreed) added to the Agreement.

1.6 Third‑Party Services

The Platform is provided “as is” and may include, interoperate with, or depend on software, APIs, SDKs, data, or services provided by third parties (Third‑Party Services). PF provides integration only and does not operate or control any Third‑Party Service. Use of Third‑Party Services is governed exclusively by the applicable third party’s terms, policies, and service rules, which may change at any time. PF makes no endorsement of, and gives no warranty regarding, any Third‑Party Service, including availability, accuracy, security, performance, fitness for a particular purpose, interoperability, or continued supply. To the fullest extent permitted by law, PF shall have no liability for any interruption, change, error, or loss caused by Third‑Party Services, and the Client’s sole recourse in relation to Third‑Party Services is against the relevant third‑party provider.
Without limitation, Third‑Party Services may include mapping, payments, messaging/communications, mobile push/notifications, hosting/infrastructure, analytics, and related integrations. PF may substitute, add, or remove Third‑Party Services at any time to maintain or improve the Platform, provided this does not materially degrade core functionality.
By enabling or using these features, the Client represents and warrants that it has read and unconditionally accepts and will require its personnel, contractors, and End Users to accept and the following, as applicable: Google Maps/Google Earth Additional Terms of Service, the Google Privacy Policy, the Google Controller-Controller Data Protection Terms, and the Google Maps Platform Terms of Service (including, where relevant, the EEA-specific Maps Platform Terms). PF assumes no responsibility for and shall have no liability for any acts, omissions, or failures of such Third-Party Services, even if PF recommended or integrated such services.

1.7 Upload of the Branded Application.

When performing Initial Works that include uploading branded builds to the Client’s developer account(s) with the App Distributors, PF prepares submissions in line with Apple’s App Store Review Guidelines and Google Play Developer Program Policies at the time of upload. PF bears no liability for policy breaches arising from the Client’s actions/inactions in its accounts. Violations may lead to Service suspension (§7). If the Client’s account is inoperable, a new upload is subject to a separate payment upon agreement. For the avoidance of doubt, PF is authorized to digitally sign and re‑sign the Mobile Applications using the Client’s distribution certificates and provisioning profiles and to submit the Mobile Applications to the App Distributors via the Client’s developer accounts, solely for App Distributors’ review, publication, and updates, including pre‑release channels (Apple TestFlight; Google Play Internal/Closed Testing).

1.8 Web Applications (Client Web Catalog, Vendor Web Panel, Admin Panel, Operator Console, Courier Management Console).

Subject to timely payment and compliance with the Agreement, PF grants the Client a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the hosted Web Applications via supported interfaces for the Client’s internal lawful business purposes during the term specified in the Client Agreement. No software is delivered, and no source code is provided.
To the extent access requires client‑side components (e.g., scripts and styles executed/rendered in the user’s browser or device), PF grants a limited permission to load, display, and run such components solely to access the Web Applications. No other reproduction, adaptation, distribution, or derivative works are permitted.
Temporary technical copies. Any temporary or technical copies created in the ordinary course of access (e.g., caching/buffering) have no independent commercial purpose and do not enlarge this grant.
The Parties acknowledge that the Web Applications constitute service access; nothing herein grants the Client the right to make the Web Applications available to the public or otherwise exercise PF’s economic rights in the works.

2. USE OF THE PLATFORM

2.1 Account.

PF may request some documents or information for verification (may include, if applicable, a scanned copy of the Client’s business license, legal entity registration certificate, license that allows provision of the Client’s service, government-issued ID, and others) from time to time, or to register the Account or, in case of a dispute regarding the Account’s access, control or to comply with the applicable law. Requests shall be limited to documents reasonably necessary for compliance with applicable law, Account security, or Platform provision. PF shall describe the required documents and verification criteria upon request. PF may reject the Client’s registration for the Account. If the verification documents are not provided, PF may terminate the Agreement within 15 business days of PF’s request.

2.2 Operational Area.

The Operational Area is a geofenced territory. The Client provides launch-point coordinates (e.g., a city or settlement point). PF configures the geo-fence as a radius or polygon supported by the Platform. Unless PF confirms otherwise in writing, the default geo-fence is a 100 km radius from the launch point.
Each additional Operational Area is provisioned and billed separately. Material reconfiguration (e.g., a new launch point or a materially larger/reshaped fence) may be treated as a new Operational Area.
Defining an Operational Area does not grant territorial exclusivity. The Client remains responsible for lawful use and adherence to applicable law.

2.3 Platform’s Functions and Modifications.

PF reserves the right to modify the Platform. PF will use reasonable efforts to notify the Client (e.g., via email or in-Platform notification) of any changes that would materially and adversely affect the Platform's core functionality or availability (e.g., changes affecting core ordering or payment functions, the ability for End Users to place orders, and for the Client to dispatch them). PF bears no liability for modifications that do not meet this threshold.

2.4 Platform Usage and Brand Integrity. In relation to the Platform, the Client is forbidden to:

Intellectual Property & Software Integrity:
1. Reverse engineer, decompile, disassemble, translate, or attempt to extract the source code of the Platform or Applications;
2. Copy, modify, or create derivative works based on the Platform;
3. Remove, alter, or obscure any proprietary notices (e.g., copyright or trademark notices);
4. Infringe upon PF's Intellectual Property rights in any manner.
Security & System Integrity:
1. Disrupt, harm, damage, disable, or impair the Platform's operations, security, or functionality;
2. Bypass or circumvent any Platform limitations or use any tool to enable disabled functions;
3. Access the Platform using automated means (e.g., robots, spiders, scrapers) or harvest data from the Platform;
4. Use the Platform to send spam or unsolicited commercial communications.
Lawful & Commercial Use:
1. Sell, resell, sublicense, transfer, or otherwise (re)distribute the Platform to any third party;
2. Use the Platform for any fraudulent, illegal, or unintended purpose (including to avoid incurring payments);
3. Impersonate PF or act in a way that suggests affiliation with PF;
4. Embed the Platform on a third-party website or service.

2.5 Legal Compliance and Operations.

The Client bears sole responsibility for verifying and ensuring that its End Users (including the Client’s customers, vendors, couriers/drivers, and authorized personnel who access or use the Platform) and any parties to whom the Client provides services via the Platform comply with applicable laws, regulations, and industry standards.

2.6 The Client’s Promotions and Advertisements.

The Client, not PF, shall bear all costs associated with referrals, discount offers, loyalty programs, promotional activities, and incentive schemes initiated by them.

2.7 Client's License to PF.

The Client grants PF a non-exclusive, non-compensated, sublicensable, worldwide, non-cancellable during the term of the Agreement license to use the Client’s intellectual property (trademarks, commercial name, legal name, logo, other objects of intellectual property) solely for the purpose of developing, branding, and providing the Branded Application under the Agreement. This license includes rights to reproduction, distribution, adaptation and modification, public display, performance rights, and the right to create derivative works (the license is limited to the rights of reproduction and adaptation solely as necessary to incorporate the Client's intellectual property into the Branded Application as contemplated by this Agreement). Upon termination, PF will cease all new public-facing use of the Client's intellectual property in materials under PF's direct control (e.g., the Website) and will use commercially reasonable efforts to remove it from the Platform. The Client warrants that the intellectual property doesn’t infringe any intellectual property rights of any third party.

2.8 Marketing License

The Client grants PF a worldwide, non-exclusive, non-transferable, non-compensated, and non-revocable license to use its trademark, commercial and legal name solely for the purpose of identifying the Client as a client of PF in marketing and promotional materials (e.g., on the Website). This clause remains in effect for 2 years after the termination or expiration of the Agreement.

3. CHANGE REQUEST

3.1 Change request.

The Client may send the Change Request for the Platform, which can be conveyed to PF via Inquiries. PF may, at its sole discretion, approve or reject the Change Request. If PF approves the Change Request, PF will provide the Client with the proposed terms (such as scope, timeline, and any additional fees). The Client must agree to these terms (e.g., via Inquiries or by paying an invoice) before PF is obligated to begin any work. If the Client does not agree to the proposed terms, the Change Request is deemed rejected, and PF has no obligation to perform the work, nor does the Client owe any payment for that request. Suppose the Client cancels an agreed-upon Change Request after work has begun. In that case, the Client must pay for all work completed up to the date of cancellation, based on a proportionate amount of the total agreed fee, calculated as a percentage of the work completed, or the total agreed fee, whichever is greater.

3.2 Change Request’s Ownership.

Additional customization, features, or changes developed under a Change Request will be part of PF's intellectual property (as described in § 4) and may subsequently be accessible to other Clients without detriment to the Client's intellectual property rights.

4. OWNERSHIP, INTELLECTUAL PROPERTY RIGHTS, AND DATA

4.1. PF Intellectual Property

As between the parties, PF and its licensors exclusively own all rights, title, and interest in and to the Platform, Applications, Website, and all underlying technology, software, scripts, databases, artwork, text, graphics, and interactive features ("PF's IP"). Except for the limited access and use rights expressly granted to the Client in the Agreement, PF reserves all other rights, title, and interest in and to PF's IP. No rights are granted to the Client by implication or otherwise. The Branded Application is a component of the Platform and remains PF's IP. This ownership excludes only the Client's intellectual property (such as trademarks and logos) incorporated into the Branded Application under the license granted by the Client in § 2.7. PF's performance of Initial Works to brand the Application does not grant the Client any ownership rights in the underlying Platform or Applications.

4.2 Data definitions and Roles

"Client Business Data" (CBD) - data and content that the Client or its End Users submit to, store in, or otherwise process through the Platform for the Client’s business purposes (for example: customer and merchant records, driver or courier profiles and payout details, orders and ride records, revenue and payment history, operational metrics, and in-app communications).
"End-User Personal Data" - any information relating to an identified or identifiable natural person that is processed in or by the Platform (for example: account identifiers, contact details, device or online identifiers, geolocation, and timestamps tied to orders and rides).
"Service Operations Data" (SOD) - operational and technical telemetry generated by the Platform about their provision, performance, security, quality, and billing (for example: event logs and timestamps, application programming interface and software development kit metadata, device or operating system or application attributes, authentication events, configuration metadata, fraud or abuse or security signals, and billing or accounting logs).
"Analytics Data" (AD) - derived by PF from interactions with the Platform, such as statistical/analytical outputs, usage metrics, diagnostics, benchmarks, and model-level insights - that are (i) irreversibly anonymized so individuals are not identifiable, or (ii) sufficiently aggregated so that no individual and no Client-specific competitive information can be singled out.

4.3 Data ownership

CBD. Between the Parties, the Client owns all rights, title, and interest in CBD. No rights in CBD are transferred to PF, except for the limited licenses granted under 4.4.
SOD. PF owns the SOD. PF may process SOD as an independent controller to operate, secure, account for, maintain, and troubleshoot the Platform. Any reuse of SOD beyond operational use is permitted only after it is transformed into AD per 4.2(d).
AD. As between the Parties, PF exclusively owns AD.

4.4 Data Licenses/Consent to PF

The Client grants PF a non-exclusive, worldwide, royalty-free, non-transferable (except to sub-processors), sublicensable license (or consent to the above if the permit is not applicable) to host, copy, transmit, and otherwise process CBD solely to provide, maintain, support, secure, and configure the Platform in accordance with the Agreement.
PF will not use CBD for its own independent purposes (e.g., cross-client profiling or marketing) unless the data have been transformed into AD under 4.2(d).

4.5 Data Permitted Uses

PF shall process CBD solely to: provide and support the Platform; implement the Client’s configurations; troubleshoot and monitor availability, reliability, and security; prevent, detect, and remediate fraud and abuse; ensure integrity and continuity of service; bill in accordance with the Agreement; and comply with law.
Cookies, SDKs, and device access. Any storage of, or access to, information on end-user devices (including application software development kits and cookies) that is not strictly necessary for a service explicitly requested by the user requires consent managed by the Client on its properties. PF shall provide configuration options and honor consent signals; strictly necessary telemetry may operate without consent as permitted by law.
PF may process SOD to, inter alia, operate, secure, and account for the Platform; measure quality and performance; detect, prevent, and investigate security incidents and abuse; plan capacity; improve reliability and safety; develop features reasonably expected in a software-as-a-service offering of this nature; and comply with legal obligations (e.g., accounting logs). PF defines purposes, legal bases, and retention for these operations.
PF may create, use, and retain AD for analytics, quality assurance, safety, testing, service improvement, and machine-learning or artificial-intelligence training or tuning, provided the anonymization or aggregation standard in 4.2(d) is met (or PF has a separate legal basis).

4.6 Indemnification of the Client

PF will defend and indemnify the Client against third-party claims arising from intellectual property rights infringement caused by the Client's use of the Platform, provided that the allegedly infringing intellectual property belongs exclusively to PF (excluding any IP licensed from third parties or incorporated via Third-Party Services, for which liability is disclaimed under § 1.6) and not to PF's licensors or third parties. Upon receiving such a claim, the Client must (1) promptly notify PF, (2) provide PF with all claim details, (3) include PF in related correspondence, and (4) involve PF in the infringement remediation process. PF is not responsible if the Client’s intellectual property in the Branded Application infringes any other third-party intellectual property, and may remove such infringing elements.

5. PAYMENT TERMS

5.1 Payment, procedures, and details of payments.

Types of Fees (what is charged).
1. Initial Works fee: A one-time fee for the services described in § 1.4.
2. Platform Fee: A usage-based fee, calculated per Chargeable Order unless otherwise specified in the Client Agreement.
3. Support and Maintenance fee: A recurring, fixed fee for platform access, hosting, and support, billed per Account and per Operational Area.
4. Additional Services fee: Fees for any other services requested by the Client (e.g., under a Change Request) and agreed upon. Such services may be available in the Web Applications to be activated.
Invoicing and Billing Cycle. Unless otherwise specified in the Client Agreement, PF will issue an invoice at the beginning of each calendar month. This invoice will consolidate:
1. The usage-based Platform Fees accrued during the previous calendar month.
2. The recurring Support and Maintenance fee for the upcoming calendar month.
3. Any other outstanding charges due to PF.
Payment Terms and Methods.
1. Due Date: All invoiced amounts are due within ten (10) calendar days of the invoice date, unless specified otherwise in the Client Agreement.
2. Payment Method: The Client is required to maintain a valid primary payment method on file (e.g., a credit/debit card via a provider like Stripe). PF will attempt to automatically charge the invoiced amount to this primary method on or after the invoice date. If an automatic charge fails, or if no such method is on file, PF will issue an invoice for manual payment (e.g., via a payment link or wire transfer).
3. Fulfillment of Obligation: A payment obligation is considered fulfilled only upon PF's receipt of cleared funds in its designated account.
Payment Due Dates for Initial Works.
1. Option 1 (lump sum): Due within 10 calendar days of the due date stated by PF.
2. Option 2 (two tranches):
  - A pre-payment is due within 10 calendar days of the due date stated by PF.
  - The final payment is due within 10 calendar days after the Branded Application first becomes publicly available for download on at least one agreed-upon App Distributor platform.
3. Commencement: PF will not commence Initial Works until the pre-payment is received.
Calculation Base and Minimums.
1. Platform Fee: The calculation base is Cart Total or Client Gross Profit (as elected in the Agreement). The per-order minimum for the Platform Fee is USD 0.25 unless modified in the Client Agreement.
2. Per-Area/Per-Account Charging: Each Operational Area and each Account is billed a separate Support and Maintenance fee.

5.2 Taxes, Withholding & Currency.

Fees exclude taxes; Client is responsible for VAT/sales tax and withholding taxes. Amounts are due net of withholding; if applicable, the Client will gross‑up unless a valid exemption is provided. Invoices are in USD (or as specified in the Client Agreement)—FX conversion at the issuing bank's rate on the settlement date.

5.3 Suspension & Reactivation Economics.

During Suspension under § 7.2, usage‑based fees cease accruing; Support & Maintenance are paused. Reactivation fee: per Account/Panel; re‑onboarding after >3 months; after >2 years — Initial Works re‑initiated at then‑current rates. A link to a price list will be sent to the Client upon the execution of the Client Agreement. Prices are subject to change from time to time.

5.4 Billing Disputes.

Good‑faith disputes must be raised within 15 days of the invoice. Undisputed portions remain payable.

5.5 Records & Audit.

The Client shall keep accurate records relevant to usage‑based fees. PF may request summaries no more than once per 2 months upon at least 14 calendar days' prior written notice.

5.6 Billing Contacts & Notices.

The Client shall keep its billing email current; invoices sent to the last provided billing email are deemed received upon dispatch.

5.7 Switching Charges

In compliance with Article 29 of the Data Act, PF shall not impose any switching charges, including any data egress charges, on the Client for the process of switching to another provider or porting its data. This obligation shall take full effect from 12 January 2027. Any charges imposed for such processes prior to this date shall not exceed the costs incurred by PF that are directly related to the switching process.

6. CREDIT AND DEBIT CARD PAYMENT PROCESSING

6.1 Payments of the Client's Customers

PF, via the Platform, provides only the technical solution for the Client to process payment transactions with the End Users. PF is not a party to these transactions. The Client must handle any disputes or complaints of the End Users directly. PF shall have no liability to the Client or any End User for any chargebacks, refunds, fraudulent transactions, or failures in processing payments, howsoever caused.

6.2 Setting Up Payments

The Client can process credit/debit card payments via the Platform by registering a merchant account with a PF-supported payment gateway provider. All payments through third-party services are subject to their respective terms and conditions.

6.3 Processing Gateway Integration

PF handles the integration of new payment gateways as a Change Request development (§ 3.1).

6.4 Merchant Account, Card Data Security

PF allows payment gateways to be implemented based on the Client’s merchant account. PF does not charge any fees for transactions conducted via that payment method on the Platform. PF does not procure merchant account approval with integrated payment gateway providers. The Client is responsible for registering merchant accounts and approving the accounts with integrated payment gateway providers. PF maintains no vendor-management relationships and cannot influence account-issuance protocols.

PF does not store sensitive payment card information of Clients or their customers. For future financial transactions, PF stores only tokens and customer IDs, in compliance with the Payment Card Industry Data Security Standards (PCI DSS).

7. TERMINATION AND SUSPENSION

7.1 Termination (by notice or for cause)

Client’s termination rights. The Client may terminate the Agreement:
1. For convenience: by 30 calendar days’ prior written notice (all outstanding fees/penalties remain due, incl. §5).
2. Extended unavailability: with immediate effect if the Platform or Third-Party Services have been continuously unavailable for 14 calendar days (excluding: scheduled maintenance notified by PF, outages of Third‑Party Services under §1.6, and force majeure). Amounts accrued before the unavailability remain payable.
3. Price changes: if the Client disagrees with changes to the Support and Maintenance fee or Platform Fee notified under § 11.1, by notice served within 20 calendar days after becoming aware of the changes, the pre‑change fees apply until termination takes effect.
4. T&C updates: if the Client rejects PF’s T&C changes, by providing notice of termination in accordance with § 11.1. Effective upon the date the changes take effect.
5. Confidentiality breach: upon PF’s material breach of §10.
PF’s termination rights. PF may terminate the Agreement:
1. For convenience: by 30 calendar days’ prior written notice.
2. Failure to cooperate: if the Client fails to provide required details/access within the agreed period (see §1.4) or fails to deliver verification documents within 15 business days of PF’s request (see §2.1).
3. Misuse/policy breach: for violations of §2.4 (prohibited use) or App Distributor requirements referenced in §1.7 (e.g., if an App Distributor removes or blocks the app).
4. Unremedied breach: if the Client fails to cure any material violation within the grace period granted under §7.2.
5. Confidentiality / IP: upon breach of §10 (confidentiality) or infringement of PF’s IP under §4.
Effects of termination.

Upon the effective date of termination of the Agreement for any reason: (i) all rights granted to the Client to access and use the Platform (including the Web Applications) shall immediately cease; and (ii) the Mobile Applications License granted under § 1.5(a) shall automatically and immediately terminate. License termination proceeds per §11.9.
Accrued amounts survive: Termination (for any reason) does not release the Client from paying all accrued amounts up to the effective date, including penalties under §5. No termination fee applies.
No consequential damages: Neither Party may claim consequential or expectation damages arising solely from a termination permitted by this §7.1, including termination for convenience. (Limits and exclusions in §8 remain applicable.)

7.2 Restriction / Suspension of the Platform

Enforcement
1. Warning: Informational banner in the Platform; no functional limits; notice states reason and remedy.
2. Restriction: Administrative functions of the Web Applications are disabled (e.g., no access to Admin Panel/reports), but the Mobile Applications continue to operate for End‑Users to avoid business disruption. During the Restriction period, the Client remains fully liable for the Support and Maintenance fee and all Platform Fees accrued from Chargeable Orders, which will continue to increase if left unpaid. Automated email notice includes reason and required cure.
3. Suspension: Complete deactivation; Web and Mobile Applications become inoperable. Access is blocked for both the Client (to the Web Panels) and End-Users (to the Mobile Apps, preventing any new orders). Automated email notice includes reason and required cure.
Automatic timeline for payment‑related violations:
1. The first day of non-payment: A Warning may be issued.
2. The first day of non-payment +7 days: Restriction is automatically applied if non-payment remains for 7 consecutive days.
3. The first day of non-payment +14 days: Suspension is automatically applied if the non payment remains for 14 consecutive days.
Timeline for violations not related to payment:
1. PF may apply Warning → Restriction → Suspension with reasonable cure periods tailored to severity, regulatory risk, App Distributor exposure, and the Client’s responsiveness. App Distributor policy breaches (see §1.6) and material §2.4 misuse may justify immediate Restriction or Suspension.
2. Note (App Distributors): Apple’s App Store Review Guidelines and Google’s Play Developer Program Policies govern availability in their stores; violations or removals can necessitate immediate Restriction/Suspension at PF’s level while remediation occurs.
Grace period/cure. Where practical, PF may first impose a Restriction and grant a cure period (visible in‑Service and/or by email); if uncured, Suspension follows. Cure periods are at PF’s discretion except where automatic timelines in §7.2 apply.
No waiver: Choosing Restriction/Suspension does not waive PF’s right to terminate if the violation persists or recurs.
Triggers (non‑exhaustive):

Non‑payment beyond due dates (§5).
Missing verification/access (§§1.4, 2.1).
Prohibited use/security risk (§2.4).
App Distributor requirements breached in Client’s developer accounts (§1.7).

Client‑initiated suspension. The Client may voluntarily suspend the Account for up to 3 months if no outstanding amounts exist; License and Support and Maintenance fee are paused; reactivation fees and re‑onboarding thereafter follow §5 (including reactivation after >3 months and re‑initiation of Initial Works if >2 years).

7.3 Refunds for Works

The pre-payment for Initial Works serves as a non-refundable reservation fee to secure PF’s technical resources and schedule. Consequently, the Client is not entitled to a refund of the pre-payment if the Client cancels the Initial Works or terminates the Agreement after payment but before PF has commenced performance, nor if the Client changes its decision during or after completion.
Exceptions. Refunds are possible strictly if: (i) PF fails to commence the Initial Works within a reasonable time due to PF's own fault; or (ii) applicable law mandatorily requires a refund. The Platform Fee is strictly non‑refundable. Any approved refund is processed to the original payer/method unless otherwise required by law.

8. LIABILITY

8.1 Exclusion of Damages and Limitations.

The Platform is a technical solution distributed "AS IS" and "AS AVAILABLE". Nothing in this Agreement excludes or limits PF's liability for: 1) death or personal injury caused by PF's negligence; 2) fraud or fraudulent misrepresentation; or 3) any other liability which cannot be excluded or limited by applicable law.

PF, its affiliates, licensors and other parties involved in creating, distributing, or delivering the Platform will not be liable in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise for: 1) any results from the Platform or services rendered using the Platform by the Client or End Users; 2) loss of profits, revenue, anticipated savings, data, goodwill, or business opportunities reputation; 3) indirect, incidental, or consequential damages; 4) Platform interruptions or downtime; 5) harm to computers, mobile systems, or other devices; 6) costs to obtain substitute services; 7) business interruption or loss of business information; 8) unauthorized access to or loss of Client data; 9) termination, suspension, or discontinuance of the Platform; 10) Client's internet connectivity issues; 11) interrupted service due to potential external failures; 12) failure to provide technical or other support; 13) copyright infringement or other violations related to content uploaded to the Platform; 14) misuse, alteration, or unauthorized access to Client data caused by third parties; 15) cases where PF has been forbidden from providing the Works by applicable law; 16) Client's and third parties' compliance with applicable law; 17) significant changes in the Platform's functionality; 18) changes made by the hosting provider to the cloud service provider; 19) risks arising from client software (browser); 20) PF, being a technical provider, is not responsible for any losses or damages in relation to the End User; 21) incompatibility or conflicts with the Client’s or their End User hardware or software.

8.2 Liability

PF's total aggregate liability to the Client arising under or in connection with this Agreement, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, shall in no circumstances exceed the remuneration it received from the Client in the course of the last 6 months before the event causing liability arose. The liability shall never be higher than the abovementioned amount.

8.3 Disclaimer of Warranties.

The Client uses the Platform at its own risk. To the fullest extent permissible under applicable law, PF disclaims all warranties or other terms, express or implied, including implied warranties or terms of satisfactory quality, merchantability, or fitness for a particular purpose, and other terms implied by statute or common law. PF does not warrant:

The Platform, or any of its functions, will be active, uninterrupted, error-free, or defect-free.
The Platform will meet the Client's requirements, or its operation will be uninterrupted or error-free.
Defects of the Platform will be corrected.
Any part of the Platform is free of viruses or other harmful components, including whether updates will automatically download when installed or will be available depending on the Client's device.
Availability of the Mobile Applications on the Client or End Users' devices.
Correctness, accuracy, timeliness, and reliability of the Platform.

8.4 Indemnification.

Despite other limitations on liability, the Client agrees to defend, hold harmless, and indemnify PF, personnel, successors, and assigns for any claims, liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs calculated on a full indemnity basis) that may arise from (a) any content, data, or intellectual property provided by the Client or its End Users through the Platform (including any claim that such content infringes a third party's rights); (b) any violation, breach, or failure to comply with the Agreement; (c) any breach of the Client’s representations, warranties, or promises. This indemnification includes payment of PF’s reasonable attorney's fees, regulatory response costs, and other expenses related to the above. If a claim or demand falls under the Client's indemnification obligations, the Client agrees to assist PF in mounting a defense. PF reserves the right to fully control the defense and settlement of any claim subject to this indemnification. If PF does so, the Client agrees to cooperate with that defense.

9. APPLICABLE LAW. ARBITRATION

9.1 Governing Law.

The Agreement shall be governed and interpreted by the laws of the Republic of Cyprus, without regard to any conflict-of-laws principles or rules.

9.2 Arbitration.

Any dispute, controversy, or claim arising out of or in connection with this contract shall be finally settled by arbitration administered by the Cyprus Eurasia Dispute Resolution and Arbitration Center ("CEDRAC") in accordance with the CEDRAC Arbitration Rules, which are deemed incorporated by reference. The arbitral tribunal shall consist of a sole arbitrator. The seat (legal place) of arbitration shall be Nicosia, Republic of Cyprus. The language of the arbitration shall be English. The substantive law of the Republic of Cyprus shall govern this contract.

9.3 Complaint Procedure.

As a precondition to arbitration, the aggrieved party must send a written "Notice of Complaint". The receiving party has 10 days to respond. The parties must then engage in good-faith negotiations for at least 10 days. If no resolution is reached after these 10 days, either party may initiate arbitration.

10. CONFIDENTIALITY

"Confidential Information" - non-public information about a party’s business, including business strategies, processes, formulas, software, customer lists, pricing, financials, marketing data, etc.

The parties agree only to use Confidential Information to perform their duties under the Agreement. Each party must take reasonable steps to prevent unauthorized use or disclosure of Confidential Information.

Exceptions (require a written notice thereof within a reasonable time): (a) disclosure to employees, agents, or contractors who need access to perform duties under the Agreement and are bound by similar confidentiality obligations; (b) required by law, regulation, or court order, provided that the receiving party gives the disclosing party prompt written notice, if and to the extent legally permitted to do so; (c) party allows another one to disclose a portion of the Confidential Information.

Information is not considered Confidential if the receiving party can prove that it was (a) already public or known when disclosed; (b) independently developed without using or referencing the Confidential Information; (c) rightly obtained later from another non-breaching source.

11. MISCELLANEOUS

11.1 Agreement Changes.

No amendment, modification, or change to the Client Agreement shall be valid or enforceable unless made in writing and signed by both Parties (including electronic signatures). However, PF may amend the T&C without cause. Notice is given by email at least 20 calendar days before changes take effect. If the Client rejects changes, it can terminate the Agreement with effect from the date the changes to the T&C take effect. The lack of rejection shall signify consent to the changed T&C.

11.2 Electronic Communications.

The Client consents to receive communications electronically and agrees that all agreements, notices, disclosures, inquiries, and other communications provided by PF through email, the Website, or other electronic means satisfy written communication requirements. The Client further agrees to use electronic signatures, contracts, orders, and records, and accepts electronic delivery of notices, policies, and transaction records.

11.3 Contact Information Changes.

Both parties will promptly communicate any changes to legal/contact details; otherwise, prior details remain valid. Initial contacts are defined in the Agreement.

11.4 Prevailing Language and Provisions.

If discrepancies or conflicts arise between other language versions of the T&C, the English-language T&C version prevails and shall be used for reference. In the event of disagreement between alterations to the T&C via the Client Agreement and other provisions thereof, the Client Agreement's specific terms shall prevail to the extent expressly stated therein; otherwise, unaltered T&C provisions govern

11.5 Severability.

Should any provision of the Agreement be unenforceable, the rest remain unaffected and in effect to the fullest extent permissible by law. Moreover, such invalid provisions shall be reformed by the arbitrator or the court of competent jurisdiction to the minimum extent necessary to render them enforceable. They shall be replaced with the most similar provisions that convey the same purpose as the invalid ones.

11.6 Legal Compliance.

PF complies with governmental, court, and law enforcement requests or requirements relating to the provision or use of the Platform or information provided to or collected under T&C. PF reserves the right to report the Client's Data to law enforcement as required by applicable law or a binding court order.

11.7 Assignability.

The Client cannot assign the Agreement without PF’s written consent. PF can assign the Agreement without consent.

11.8 Force Majeure

Neither Party shall be liable for any failure or delay in performance (excluding payment obligations) caused by a "Force Majeure Event," defined as an unforeseeable event beyond its reasonable control. Such events include acts of God, war, terrorism, pandemics, government orders, widespread utility or telecommunications failures, or catastrophic third-party service failures (e.g., cloud provider outages). The affected Party must promptly notify the other and use reasonable efforts to mitigate the delay. If a Force Majeure Event persists for more than sixty (60) continuous days, the unaffected Party may terminate this Agreement by written notice. For the avoidance of doubt, a Force Majeure Event shall not excuse the Client from its obligations to pay any fees or other amounts that have accrued and become due under this Agreement before or during the Force Majeure Event.

11.9 Effect of Termination.

Any provision or condition that must survive to fulfill its essential purpose will survive the termination of the Agreement, including § 4, 8, 9, 2.8, 5, and 10.

11.10 Entire Agreement

This Agreement constitutes the entire understanding between the Parties, superseding all prior agreements, and may only be modified as outlined in §11.1.

Publishing date: 16.12.2025

Effective date: 16.01.2026