1. Scope
1.1 These terms and conditions govern the contractual relationship between Meal Revolution GmbH (“Meal Revolution” or “Provider”) and the contractual partner (“Customer”) for the purchase or rental of a “Meal Revolution Device” as well as the use of the software solution “Mission Control”. They apply to all relevant contracts. Deviating or supplementary conditions of the Customer as well as oral agreements are only valid if confirmed in writing.
1.2 By accepting the offer, concluding the purchase contract, or using "Mission Control," the Customer agrees to these terms and conditions.
1.3 The general terms and conditions of the Customer or third parties are not valid, even if Meal Revolution does not explicitly object. Even if reference is made to letters with different conditions, this does not affect these terms and conditions.
2. Services of the Provider
2.1 The Provider provides the software solution “Mission Control” as a SaaS or cloud solution, which enables the control, monitoring, and management of the Meal Revolution device and product inventory. If the Customer requests an "Extra Feature" (a feature beyond the normal functionality that has not yet been fully developed), this will be expressly agreed upon, and the Customer will only have limited usage rights without any warranty.
2.2 Meal Revolution is not responsible for maintaining the data connection between the Customer's IT and the handover point. The Customer is responsible for the necessary technical facilities, including hardware, software, and internet connection.
2.3 Meal Revolution can update, modify, and adjust the software without significant reduction in performance. Adjustments for changed usage conditions are not mandatory. The right to review usage for improvement purposes remains reserved.
2.4 Meal Revolution will deliver the device on the expected delivery date at the Customer’s expense. In case of delays, Meal Revolution will inform the Customer and arrange for delivery at the earliest possible time.
2.5 The delivery is made in accordance with the agreed Incoterms® 2020, ex Works (from the warehouse), unless explicitly agreed otherwise in writing. From the time the goods are handed over from the warehouse, the Customer bears all costs and risks associated with transport, including transport costs, insurance costs, and customs fees. The Customer is responsible for organizing and paying for the transport as well as complying with all applicable export and import regulations. The Provider has no liability for damage to goods or losses during transport from the warehouse. The Customer is obliged to accept the goods promptly at the destination and report any damage or defects immediately. If the Customer does not accept the goods in time, they bear all storage, handling, and additional transport costs.
2.6 Please note that during the filling or removal of a large quantity of products during a session, discrepancies may occur in the number of products recorded by the weight product recognition system. In filling mode, manual correction of the recorded product number may be necessary. Exceeding or falling short of the permissible minimum or maximum weights may also cause discrepancies.
3. Usage Rights
3.1 The Provider grants the Customer a non-exclusive, non-transferable, and non-sublicensable license to use the "Mission Control" software solution during the contract term (both in the case of a direct purchase or trial period). The usage right is limited to 5 authorized users per granted license. The Customer will provide Meal Revolution with the names and email addresses of the users as part of the onboarding process. Additional users can be requested by the Customer through the email address "support@conexify.ai" (hereafter referred to as “authorized users”). The login details will be sent to the authorized users via email. The Customer ensures that only the authorized users have access to the software and takes all reasonable measures to prevent unauthorized third-party access to the login details and software usage. The Customer is responsible for maintaining the confidentiality of all login details and account information. The Customer is responsible for all actions of the authorized users related to the use of the software and must inform Meal Revolution immediately of any unauthorized use.
3.2 The Customer is responsible for taking appropriate measures to ensure the protection and security of corporate content. “Corporate Content” refers to all texts, images, data, logos, trademarks, and graphics provided by the Customer, as well as content generated by the Customer and/or an authorized customer.
3.3 The license is limited to the Customer and may not be transferred to third parties unless expressly agreed in writing by the Provider.
4. Rights and Obligations of the Customer
4.1 Changes to the technology built into the Meal Revolution device are prohibited and will result in the exclusion of warranty rights. In the case of a potential return, the Provider reserves the right to inspect the condition of the device in person or through authorized third parties after prior appointment.
4.2 The Customer must inspect the Meal Revolution device immediately after delivery by qualified personnel and report any defects in writing without delay in order to invoke any obvious defects.
4.3 The Customer is responsible for securely storing and protecting their login details to "Mission Control" from unauthorized access.
4.4 The Customer is solely responsible for the proper use of the Meal Revolution device, ordering, equipping, and selling products, complying with HACCP regulations, and relevant food law regulations. Regular checks of the device’s functionality and ensuring ventilation and accessibility are also the Customer's responsibility.
4.5 The Customer is prohibited from making changes, reverse engineering, decompiling, disassembling, or modifying the hardware or software of the Smart Kiosk. Copying, rebuilding, or any form of reproduction of Meal Revolution products, their components, or functions, either directly or indirectly or through third parties, is strictly prohibited.
4.6 The Customer must promptly inform Meal Revolution of any violations of the terms and conditions or issues with the Meal Revolution device or the software solution. This includes any malfunctions, which the Customer must report immediately and in detail to Meal Revolution to facilitate quick resolution.
4.7 The Customer acquires no rights to the software other than the usage rights explicitly stated in the contract. Meal Revolution retains ownership of the software and all associated copyrights.
4.8 The Customer is responsible for regularly checking the Meal Revolution device to ensure it is functioning correctly and free from impairments, providing adequate ventilation, and ensuring accessibility. The Customer is also responsible for regular maintenance and servicing of the devices according to the guidelines provided. This includes maintenance and cleaning of the refrigerator, including the evaporator and drain, as described in the user manual. During the rental period, the Customer must maintain the Meal Revolution device at their own expense and treat and clean it carefully.
4.9 To the extent permitted by law, the Customer must indemnify Meal Revolution from any liability claims related to product liability, unless the damage was caused intentionally.
5. Installation Location; Maintenance, Approval
5.1 The customer is responsible for obtaining the necessary approvals to operate the Meal Revolution device at the installation location.
5.2 The customer guarantees that the installation location complies with the operational manual criteria and that the Meal Revolution device can be installed and operated at the location in accordance with applicable law.
5.3 The customer is responsible for keeping the Meal Revolution device in good condition and handling it carefully, particularly avoiding moving it via the door handle to prevent deformation of the door frame.
5.4 The customer is responsible for obtaining any required permits. The customer must inform Meal Revolution immediately about any power and internet connection issues.
6. Prices, Compensation, and Payment Terms
6.1 The customer agrees to pay the agreed price for the Meal Revolution device as per the purchase agreement.
6.2 The customer also agrees to pay the established fees according to the current price list of the provider for the use of the software solution "Mission Control."
6.3 Payments are made in the agreed currency and within the specified payment period unless otherwise agreed in writing.
6.4 The customer will independently enter into a contract with a suitable provider for payment processing. Additional efforts for integrating a new payment provider will be compensated according to the annexes.
6.5 In case of late payment, the provider reserves the right to temporarily restrict access to "Mission Control" services or terminate the contract.
6.6 Meal Revolution will issue an invoice for services rendered each month, which the customer will receive no later than two weeks after the end of each month. Payment is due within 14 days after the invoice date.
6.7 Meal Revolution retains full ownership of the goods sold (retention of title) until the purchase price is fully paid.
7. Limitation of Liability
7.1 Meal Revolution delivers the purchased item (Meal Revolution device/Smart Fridge) in a usable condition. There is no right of withdrawal.
7.2 Meal Revolution is not liable for defects existing at the time of contract conclusion, regardless of fault. The customer shall assist Meal Revolution in identifying and rectifying defects.
7.3 Complaints about obvious defects must be reported in writing immediately after receipt of the goods. Hidden defects are subject to the statutory warranty period. The warranty is limited to replacement delivery or repair. Liability for indirect or consequential damages is excluded.
7.4 Meal Revolution is only liable for simple negligence in cases of breach of essential contractual obligations. Liability is limited to typical foreseeable damages. This limitation does not apply to gross negligence, intent, or injury to life, body, or health.
7.5 The provider is not liable for damages resulting from improper use of "Mission Control" or the Meal Revolution device. The provider’s liability for damages related to the software is excluded. There are also no claims for damages regarding malfunctions of the rental object, particularly no claims for lost profits.
7.6 The provider is not liable for indirect, incidental, or consequential damages resulting from the use or inability to use "Mission Control" or the Meal Revolution device.
7.7 For deliveries to the customer, the risk passes to the customer when the goods are handed over to the carrier or freight forwarder.
8. Contract Term and Termination
8.1 For a rental contract (trial period), the term starts with the signing and ends 6 months after the Meal Revolution device is installed. If the termination is not made in due time, the contract automatically converts into a purchase contract and will be invoiced. The rental period can be terminated 5 weeks before the end of the contract. The (software) license fee or the corresponding contract ends with the rental period if terminated on time (in the case of a rental contract).
8.2 Unauthorized changes to the refrigerator that prevent restoring the delivery condition will lead to a purchase, even with timely termination during the rental phase.
8.3 Both parties may terminate the contract in writing with reasonable notice.
8.4 In case of a serious breach of these terms and conditions, the provider may terminate the contract without notice.
8.5 Either party may terminate the contract extraordinarily for a significant reason, especially if:
8.6 After the termination of the rental contract, the Meal Revolution device must be returned in contractual condition and free of damage to the designated location in Germany, at the customer's expense.
9. Force Majeure
Neither party is liable for the non-fulfillment of obligations due to events of force majeure. This includes, in particular, strikes, lockouts, labor disputes, war, riots, civil unrest, embargoes, shortages of energy or raw materials, non-availability of electricity, internet failures, or other infrastructure disruptions.
10. Customer Data and Data Protection
10.1 Meal Revolution stores the content and data entered and saved by the customer for using the software as a technical service provider. The customer agrees not to upload illegal or unlawful content and not to use harmful software in connection with the software. The customer remains the responsible party for personal data and must ensure that the processing of this data is legally authorized.
10.2 The customer is solely responsible for the content used and processed data. Meal Revolution is not obliged to check the content used by the customer, and the customer indemnifies Meal Revolution from any liability and costs if third parties make claims due to the customer’s actions. Meal Revolution will inform the customer about any claims and allow the customer to defend against them, where legally possible. The customer will provide all available information about the matter to Meal Revolution.
10.3 Both parties will comply with applicable data protection laws.
11. Confidentiality
11.1 Each party agrees to keep confidential the information, documents, and data disclosed by the other party or any affiliated company or third party under this contract. Confidential information must only be used for the purposes of the contract and may not be disclosed to third parties without prior written consent from the disclosing party. The parties are prohibited from commercially exploiting the confidential information without prior written consent.
The obligations do not apply to confidential information that:
11.2 All rights to confidential information, including any related documents, drawings, materials, and media, remain with the disclosing party unless otherwise agreed in this contract or through later written agreement.
11.3 The parties will disclose confidential information only to employees, consultants, or other personnel involved in the contract, and these individuals will be required to maintain confidentiality.
11.4 The confidentiality obligations apply for the duration of the contract and remain in effect as long as any exceptions to confidentiality are not met.
11.5 The customer agrees that Meal Revolution may refer to them as a reference customer and use their company logo for promotional purposes, as well as describe and publicly share the project and Meal Revolution's services with no time, geographical, or content restrictions.
12. Final Provisions
12.1 The invalidity of individual provisions of this contract does not affect the validity of the remaining provisions.
12.2 Changes or additions to the contract must be made in writing. All communications under this contract must be sent in writing or by email to the respective contract address of the parties (support@conexify.ai).
12.3 Both parties agree to keep confidential information disclosed in connection with this contract confidential and to use it solely for the purposes of the contract, without disclosing it to third parties.
12.4 The processing of personal data is subject to applicable data protection regulations. Meal Revolution GmbH may process and store customer data within the scope of the contractual relationship.
12.5 Only the laws of the Federal Republic of Germany apply, excluding international private law.
12.6 The place of performance and exclusive jurisdiction for all disputes arising from or related to this contract is the provider’s registered office, Düsseldorf.These terms and conditions are effective from the date the customer agrees.
