General Terms and Conditions (GTC)

Sparissimo Food LTD.
for Restaurants & Grocery Businesses
Platforms: Sparissimofood & Clickandfood
Version: February 2026

A. Contracting Parties and Scope

1. The provider of the platform and services governed by these General Terms and Conditions (“GTC”) is
   Sparissimo Food LTD.
   Churerstrasse 16,
   8808 Pfäffikon Schwyz,
   Switzerland
   (“Sparissimofood.com”).

2. These GTC govern all contractual relationships between Sparissimofood.com and restaurants or grocery businesses (“Restaurant”) in connection with:

   • the use of the platform,

   • provision of technical infrastructure,

   • mediation of orders,

   • payment and ancillary services.

3. Any general terms and conditions of the Restaurant deviating from or supplementing these GTC shall not apply unless expressly accepted in writing by Sparissimofood.com.

4. Sparissimofood.com does not conclude contracts between Restaurants and customers and shall never become a party to any agreement between a Restaurant and a customer.

5. The contract language is German. The German version shall prevail in case of discrepancies.

B. Customer Support

Customer support hours: Monday–Friday, 9:00 a.m.–5:00 p.m.
📞 +41 44 688 09 90
📧 info@sparissimofood.com

C. Registration, Due Diligence and Conclusion of Contract

1. Use of the platform requires successful registration and acceptance by Sparissimofood.com.
   There is no entitlement to registration or contract conclusion.

2. Sparissimofood.com is entitled at any time to carry out identity, company, KYC, AML and sanctions checks.

3. The Restaurant warrants that all information and documents provided are complete, accurate and up to date.

4. The contract is concluded upon explicit acceptance by Sparissimofood.com or activation of the Restaurant portal.

5. Sparissimofood.com may reject, suspend or revoke registrations, in particular in the event of:

   • compliance or sanctions risks,

   • matches with sanctions lists,

   • unclear beneficial ownership (UBO),

   • false or incomplete information.

D. Description of Services and Scope

1. Sparissimofood.com provides the Restaurant with a technical platform enabling customers to place orders.

2. The specific scope of services (packages, modules, fees, service levels, availability, maintenance windows) results from:

   • the individual agreement,

   • offer documents,

   • or a service annex, which forms an integral part of the contract.

3. Sparissimofood.com does not owe any economic success, minimum turnover or minimum number of orders.

4. Restaurant content is generally not reviewed by Sparissimofood.com unless legally required or necessary for compliance purposes.

E. Obligations of the Restaurant

The Restaurant undertakes in particular to:

1. Legal compliance:
   Comply with all applicable laws, including but not limited to food, consumer, tax, labour, competition and data protection law.

2. Data responsibility:
   Provide complete, accurate and up-to-date Restaurant data, including:

   • prices (incl. VAT),

   • ingredients and allergens,

   • opening hours,

   • delivery areas and costs.

3. Same-Price Guarantee:
   Ensure price parity between the platform, the Restaurant’s own website and menu, including discounts, delivery fees and minimum order values.

4. Abuse prohibition:
   Refrain from circumventing the platform, placing fake or self-orders, manipulating reviews, ratings or statistics.

5. Availability:
   Ensure telephone and electronic availability during opening hours.

F. Representations, Warranties and Indemnification

1. The Restaurant represents and warrants that:

   • all offered products are fit for consumption,

   • all required permits and licences exist,

   • no insolvency, criminal or sanctions proceedings are pending.

2. Indemnification:
   The Restaurant shall fully indemnify and hold harmless Sparissimofood.com from all third-party claims, including claims by:

   • customers,

   • authorities,

   • delivery partners,

   • rights holders.

This includes reasonable legal, court and administrative costs.

G. Orders, Delivery and Cancellations

1. Customer–Restaurant contract:
   Each order constitutes an agreement exclusively between the customer and the Restaurant.

2. Delivery responsibility:
   Preparation, delivery, collection, age verification and handover of products are the sole responsibility of the Restaurant.

3. Cancellations:
   Permitted only in cases of:

   • incorrect customer data,

   • unavailability of products,

   • force majeure.

4. Sparissimofood.com shall not be liable for:

   • customer cancellations,

   • payment defaults,

   • delivery delays,

   • incorrect orders.

H. Fees, Settlement and Payment Default

1. The Restaurant shall pay:

   • monthly base fees,

   • commissions per order (including Restaurant-caused cancellations),

   • device, administrative and additional service fees.

2. Set-off / settlement:
   Sparissimofood.com is entitled to offset any claims against amounts collected from customers.

3. Default:
   Default interest, reminder fees and collection costs shall be borne by the Restaurant.

I. Reviews and Presentation

1. Sparissimofood.com may moderate, hide or remove reviews at its discretion.

2. There is no entitlement to ranking, visibility or placement.

J. Intellectual Property and Trademarks

1. All platform, software, design and trademark rights remain with Sparissimofood.com.

2. Use of the Sparissimo brand requires prior written consent.

3. The Restaurant grants Sparissimofood.com a comprehensive right to use the Restaurant’s name, logo, menus and images for platform, marketing and archival purposes.

K. Term, Suspension and Termination

1. Minimum term: 12 months.

2. Ordinary termination:
   After expiry of the minimum term with one (1) month’s notice to month-end, in writing by registered mail.

3. Immediate suspension/termination in the event of:

   • breaches of contract,

   • compliance or sanctions risks,

   • manipulation or abuse,

   • adverse findings by authorities.

4. Sparissimofood.com may retain data for evidentiary, archival and statutory purposes.

L. Liability

1. Liability exists only in cases of intent or gross negligence.

2. No liability for:

   • loss of profit,

   • indirect or consequential damages,

   • data loss,

   • system downtime.

3. Mandatory statutory liability (e.g. for personal injury) remains unaffected.

M. Force Majeure

Neither party shall be liable for failure to perform due to events beyond reasonable control, including but not limited to power outages, cyberattacks, natural disasters, pandemics or governmental measures.

N. Data Protection (GDPR-prioritised)

1. Sparissimofood.com and the Restaurant act as separate data controllers within the meaning of Art. 4(7) GDPR.

2. Processing is based on:

   • Art. 6(1)(b) GDPR (contract),

   • Art. 6(1)(c) GDPR (legal obligation),

   • Art. 6(1)(f) GDPR (legitimate interest).

3. The Restaurant is solely responsible for customer data after transfer.

4. Data breaches must be reported without undue delay in writing.

O. Evidence, Service and Formal Requirements

1. Electronic communications (e-mail, portal notifications) shall be deemed received 24 hours after dispatch.

2. Amendments, terminations and legally relevant declarations require written form.

P. Data Retention and Export

1. Sparissimofood.com is not obliged to provide Restaurant data after termination.

2. Data export may be offered subject to a fee.

Q. Governing Law and Jurisdiction

1. These GTC are governed by Swiss law, excluding conflict-of-law rules.

2. Exclusive place of jurisdiction is Pfäffikon SZ, Switzerland, insofar as legally permissible.

R. Severability and Replacement Clause

If any provision is invalid or unenforceable, a legally permissible provision shall apply that most closely reflects the economic intent of the invalid provision.