Terms and conditions for restaurants

1. The parties and the contractual documents

These Terms for Restaurants (the “B2B Terms”) govern the use of HaiLa’s services by the legal entity or professional that operates one or more venues (the “Restaurant”).

The service provider is HaiLa Tech SRL (“HaiLa”), with its registered office at str. Vlaicu Pârcălab 63, Chișinău MD-2012, Republic of Moldova. The full details of the parties, the authorised persons and the date of entry into force are stated in the Main Contract, in the sign-up form or in the accepted offer.

In the event of inconsistency, the documents apply in this order:

• the Main Contract or the signed document;
• the Commercial Annex on services and rates;
• the DPA;
• these B2B Terms;
• the technical documentation and the manuals, for operational matters.

2. Subject matter of the service

HaiLa grants the Restaurant a limited, non-exclusive and non-transferable right to access and use the software platform and the modules activated under the contracted package.

Depending on the package and on compatibility, the features may include:

• profile and presence in the HaiLa ecosystem;
• Reservation Management and Hostess;
• Table Management;
• guest CRM;
• Caller ID;
• Website Widget;
• Loyalty;
• POS Sync and integrations;
• Analytics and POS Data & Insights;
• QR Menu and Waiter App;
• other functions activated later by agreement.

3. Packages and rates

The final rates, the promotions, the conditions of a pilot programme, the additional licences and the optional services are those in the applicable Commercial Annex. If the Commercial Annex provides for other rate values, the Commercial Annex prevails.

Activation and initial set-up are free of charge in all packages, regardless of the Commercial Annex.

Rates are stated excluding VAT. VAT applies only if, and to the extent that, it is due under the applicable law and the supplier’s tax status on the invoicing date. Invoicing and payment are carried out in accordance with the contract and the tax invoice.

The standard payment term is 14 calendar days from the invoice date, unless the individual commercial document expressly sets another term.

For Founding Partners, the monthly package fee, the standard fee per eligible HaiLa booking and the applicable commercial cap stay the same for 12 months from commercial activation. Mandatory fees, legislative or tax changes and direct third-party costs may be treated separately under the applicable contract documents.

4. Eligible Digital Event (eligible HaiLa booking)

For the purposes of the variable component, an Eligible Digital Event is a request generated through the HaiLa ecosystem, technically attributed to the platform, accepted by the Restaurant and confirmed in the system, which ends in a completed visit or is deemed completed through the platform’s operational completion mechanism.

As a rule, the following are not eligible:

• requests declined by the Restaurant;
• requests that expired without an answer;
• requests closed automatically as duplicates or as associated requests in a flow to several venues;
• cancellations made by the guest, both within the applicable cancellation period and after it;
• bookings for which the guest does not show up (no-show);
• situations in which the cancellation is attributable to the Restaurant;
• confirmed technical errors of the platform;
• other exclusions expressly set out by contract.

A confirmed booking for which no valid negative outcome (cancellation or no-show) is recorded during the verification period following the booking time is deemed completed by the platform. Cancellations made by the guest, including those after the cancellation period, and no-shows are not paid for at the current stage of the service.

Verification window: the period after the booking time in which a valid negative outcome, including a cancellation or a no-show, can be recorded. Its length is not fixed contractually at a numeric value; it is set operationally in the platform and can be adjusted as needed, without changing the eligibility rule.

The Restaurant is responsible for the accuracy of the operational statuses. HaiLa may verify and adjust eligibility where the platform’s technical data or active integrations show a discrepancy.

5. Source attribution

HaiLa keeps a technical attribution of the source of the request. The sources may include the HaiLa apps and website, Website Widget, bookings entered by staff, the phone (Caller ID), QR and other own channels.

For PRO and PRO+, requests attributed to eligible own channels have a variable component of €0, in accordance with the Commercial Annex. For LITE, the commercial rule set out in the Commercial Annex applies.

6. The monthly cap

For PRO and PRO+, the monthly limit applies only to the components expressly indicated in the Commercial Annex, mainly the subscription and the eligible variable component.

Unless expressly stipulated otherwise, the cap does not include:

• VAT;
• additional Waiter licences;
• email or other communication costs;
• campaigns, boost or marketing;
• additional development or integrations;
• direct costs of third parties;
• professional services contracted separately.

7. Activation and pilot programme

HaiLa charges no activation fee and no initial set-up fee, either within a pilot programme or outside one. The conditions of a pilot programme, where there is one, are set out in the offer or in the Commercial Annex.

8. The Restaurant’s obligations

The Restaurant must:

• keep the venue’s details accurate and up to date;
• configure the opening hours, the tables, the capacity and the operational rules in good faith;
• monitor requests and process them reasonably;
• use guests’ data only for lawful purposes and in accordance with the DPA and the Privacy Policy;
• maintain the security of the accounts and keep access for authorised staff only;
• not enter discriminatory or excessive CRM notes, or sensitive data, without necessity and a legal basis;
• comply with the conditions of its own services offered to guests;
• not manipulate the source, status, eligibility or data of bookings in order to avoid invoicing artificially.

9. Response time

For a good guest experience, HaiLa recommends processing requests within approximately 10 minutes when the Restaurant is active and the team is available. This time is an operational guideline, not a strict contractual obligation, unless the Commercial Annex provides otherwise.

Requests without an answer may expire automatically and, in that case, do not become Eligible Digital Events. HaiLa may calculate indicators such as Average Response Time and Response Rate in order to analyse the quality of the service.

10. Availability and Table Management

The Restaurant is responsible for the accuracy of the operational configuration it controls. HaiLa may calculate and display availability on the basis of the data available, but does not guarantee a particular capacity if the Restaurant or an integrated system provides incomplete or delayed information.

The physical floor plan and the internal configurations are intended for the Restaurant’s staff. The guest is shown the relevant availability, not necessarily the internal table layout.

11. POS and third-party integrations

The integration functions depend on the POS system, on the APIs available, on the rights granted, on the version of the third-party product and on technical compatibility.

HaiLa does not guarantee features that the third-party provider does not expose or that it changes. The parties will cooperate reasonably to remedy integrations, but changes imposed by third parties may require additional adjustments, costs or time.

12. Caller ID

If the module is activated, the number associated with a call may be used to identify an existing record and to pre-fill operational data. Caller ID does not include, by default, recording the content of the call.

The Restaurant is liable for the use of this function in its relationship with the guest and for staff access, in accordance with the DPA and the data protection rules.

13. CRM, data and responsibilities

The roles regarding data are set out in the DPA. In general terms, HaiLa is the controller for the data of its own users and for the platform’s own purposes; the Restaurant is the controller for its relationship with its own guests and for its own notes and CRM; HaiLa may be a processor for the data processed exclusively on the Restaurant’s instruction.

The parties will not use the notion of “data owner” to limit the rights of data subjects or legal obligations.

14. Marketing and loyalty

If the Restaurant uses HaiLa for marketing messages or for a loyalty programme of its own, the Restaurant is responsible for the legal basis, the information notice, the preferences and the list of recipients, to the extent that HaiLa acts only as a technical provider.

Operational messages about a booking must not be mixed with marketing without the necessary legal basis.

15. Accounts, access and security

• The Restaurant designates the authorised users and their roles.
• Credentials must not be shared outside the authorised persons.
• The Restaurant must promptly deactivate the access of persons who no longer need it.
• HaiLa may suspend compromised or suspicious access in order to protect the platform and the data.
• Data incidents are handled in accordance with the DPA and the applicable procedures.

16. Support, maintenance and availability

HaiLa provides support in accordance with the package and the commercial conditions. PRO+ may include priority support if this is provided for in the Commercial Annex.

Absolute uptime is not guaranteed. Maintenance, incidents, third-party networks, cloud services, telecom operators and POS systems may temporarily affect availability.

Any contractual SLA with measurable values is set out explicitly in a separate annex; these B2B Terms do not, by default, create a financial SLA.

17. Invoicing and disputes

HaiLa may provide a monthly report with the eligible bookings or events and with the components of the invoice. The Restaurant must give notice of discrepancies within a reasonable period set in the contract or in the invoice.

HaiLa keeps an audit trail for the source, acceptance, confirmation, cancellation, the cancellation period, the final status, the rate and adjustments, to the extent necessary for verifying invoicing.

18. Intellectual property

HaiLa and its licensors retain all rights in the platform, the code, the design, the documentation, the trade marks and general developments.

The Restaurant retains the rights in its own content supplied to the platform, including logo, menu, images and materials, and grants HaiLa the licence necessary for display and for providing the service.

Custom developments and the related rights are governed separately, if they are ordered.

19. Confidentiality

The parties will protect the commercial, technical and non-public information received in the course of the relationship and will use it only for the performance of the contract, subject to the exceptions provided by law.

20. Acceptable use

The Restaurant will not:

• circumvent technical or security measures;
• access the data of another venue;
• carry out unauthorised reverse engineering;
• use the platform for illegal content or fraud;
• attempt to affect the availability of the service;
• export or reuse data in a way that is incompatible with the law or with the DPA.

21. Suspension of the service

HaiLa may temporarily suspend a module or access if there is material non-payment, a security risk, unlawful use, serious breaches of the DPA or a risk to other customers. If the situation allows, HaiLa will give notice and an opportunity to remedy before suspension.

22. Term and termination

The term is the one in the contract or in the offer. Either party may terminate the relationship under the conditions set out there. On termination, the Restaurant’s access is deactivated, and the data is handled in accordance with the DPA, the legal obligations and the retention policy.

Termination does not affect the amounts owed for periods already invoiced or for services already provided.

23. Liability

Each party is liable for its own obligations, acts and breaches. The Restaurant is liable for the services provided to guests at the venue, for its own commercial information and for the use of data for its own purposes.

HaiLa is liable for providing the software service within the limits of the contract and of the law. HaiLa is not liable for unavailability or errors caused exclusively by the POS, telecoms, the internet, third-party providers or configurations controlled by the Restaurant, to the extent that they are not attributable to HaiLa.

A contractual cap on liability, if there is one, is set out expressly in the Main Contract.

24. Force majeure

Neither party is liable for non-performance caused by events of force majeure under the conditions laid down by law, subject to the obligation to give notice and to limit the effects reasonably.

25. Changes to the service and to the Terms

HaiLa may update the service and these B2B Terms for legal, security, technical or commercial reasons. Material changes applicable to an ongoing contractual relationship will be communicated in accordance with the contract and will not retroactively change rates already due.

26. Governing law and disputes

The contract is governed by the legislation of the Republic of Moldova, unless the parties validly agree otherwise. Disputes are resolved first by negotiation and then by the competent court determined by the contract and the law.

27. Contacts and notices

Contractual notices are sent to the contacts indicated by the parties in the Main Contract. For data protection: dpo@haila.md. For operational support: partners@haila.md.