Terms & Conditions of Use

The Italian version of these Terms & Conditions prevails in case of discrepancies. This English text is provided as a courtesy translation.

Preamble

menuGenius by Barbieri Marcello (VAT no. IT01854410196), with registered office at Via Belcavezzo 10 A, 26100 Cremona (Italy), certified email digitalecommerce@pec.it, email info@menugenius.net (hereinafter the "Supplier" or "menuGenius"), makes available the menuGenius web platform accessible at www.menugenius.net.

These Terms & Conditions (hereinafter "T&C") govern access to and use of the platform by any user (hereinafter the "Customer"). Completing registration or purchase implies full and unconditional acceptance of these T&C. The Customer declares to have read, understood and fully accepted these T&C before using the Service.

Art. 1 – Definitions

For the purposes of these T&C:

• Platform: the menuGenius application software, accessible via the web at www.menugenius.net, with no local installation required.
• Service: the set of features provided through the Platform, according to the plan chosen by the Customer.
• Customer: any natural or legal person accessing the Platform, whether free of charge or for a fee.
• Consumer Customer: a natural person purchasing the Service for purposes unrelated to their business or profession.
• Professional Customer: a natural or legal person purchasing the Service in the exercise of their business, craft or profession.
• Plan: the service tier chosen by the Customer, with related features and financial terms.
• Customer Content: recipes, ingredients, prices, photographs and any other data entered by the Customer into the Platform.

Art. 2 – Subject of the service

2.1 Platform description

menuGenius is a web platform that supports restaurants, bars, delis, food trucks, catering, take-away and dark kitchens in calculating and monitoring the food cost of their dishes and beverages. The Platform operates in SaaS (Software as a Service) mode and is accessible from any browser on PC, tablet and smartphone, with no installation.

2.2 Main features

The Platform allows the Customer to:

• Upload their menu via photograph: an AI-based system (OpenAI technology) automatically recognizes dishes, beverages and sale prices;
• Upload their recipes via photograph: an AI-based system (OpenAI technology) recognizes ingredients, quantities and units of measure for each dish or beverage;
• Upload their invoices via photograph: an AI-based system (OpenAI technology) recognizes for each ingredient the purchase price, quantity and unit of measure, obtaining the automatic calculation of food cost, net margin and percentage weight of each ingredient;
• Manage an ingredient database: changing the purchase price of an ingredient automatically updates the food cost of every dish containing it;
• Add intermediate preparations (e.g. sauces, creams, doughs) to use as ingredients in recipes;
• Create combinations of dishes and beverages (e.g. tasting menus, aperitifs) and calculate their overall food cost.

2.3 Use of artificial intelligence

The photo-based menu recognition feature uses AI services provided by OpenAI. Photographs uploaded by the Customer are transmitted to OpenAI for processing, in compliance with the Privacy Policy. The results of automatic recognition are indicative: the Customer is required to verify their accuracy and make any necessary corrections.

2.4 Available plans

The Service is available in the following plans:

• Plan € 237.00 tax included, one-off: unlimited dishes and combinations, automatic food cost updates, 24/7 support. Lifetime access, within the limits set out in Art. 4.

Prices are shown net of VAT. menuGenius by Barbieri Marcello operates under the Italian flat-rate scheme: invoices are issued without applying VAT pursuant to Art. 1, paragraphs 54-89, Law 190/2014.

Art. 3 – Registration and access

3.1 Registration

To access the Service the Customer must register by providing: first name, last name, email address, phone number, city and, optionally, the name of their venue. The Customer is responsible for the truthfulness and updating of the data provided.

3.2 Login credentials

The Customer chooses a personal password at registration. Credentials are strictly personal and non-transferable. The Customer is solely responsible for safeguarding their credentials and for any activity carried out through their account.

If the password is lost, the Customer can request recovery through the dedicated function. In case of suspected unauthorized access, the Customer must change the password immediately and report the incident to info@menugenius.net. menuGenius cannot be held liable for damages arising from misuse of credentials by the Customer or third parties.

3.3 Account deletion

The Customer may request deletion of their account at any time by sending a request via email to info@menugenius.net. Following the request, the account will be deactivated and personal data deleted within the technical timeframes provided, subject to any retention obligations under applicable law (e.g. for tax or accounting purposes). Deletion of the account entails permanent loss of access to the Service and associated data, without any right to a refund.

Art. 4 – Duration of the service and access

4.1 Lifetime access with minimum guarantee

The Premium and Genius plans provide lifetime access to the Platform, meaning access for the entire operational life of the Service. menuGenius guarantees Service continuity for a minimum period of 12 (twelve) months from each Customer's purchase date. After that period, access will continue at menuGenius' discretion, without generating any further obligation on the Supplier.

4.2 Right to modify and discontinue the Service

After the minimum guaranteed 12-month period, menuGenius reserves the right to modify the Platform's features, change the available plans or discontinue the Service, with at least 30 (thirty) days' notice sent by email to the address provided at registration. In case of changes needed for security, regulatory compliance or force majeure reasons, menuGenius may act without notice, giving prompt communication to the Customer.

In case of definitive discontinuation of the Service after the minimum guaranteed period, no refund of amounts already paid is provided.

4.3 Included updates

Paid plans include ordinary Platform updates, such as bug fixes and user interface (UX) improvements. menuGenius reserves the right to introduce new modules, advanced features or new versions of the Service for a separate fee, which are not covered by the access already purchased.

4.4 Future transition to a subscription model

menuGenius reserves the right to change its commercial model, including introducing periodic subscription plans. Customers who purchased a one-off plan will retain access to the features of the purchased plan for the minimum guaranteed period of 12 months from their purchase date. Any substantial changes to the service model will be communicated at least 30 days in advance by email, without retroactive effect on acquired rights.

Art. 5 – Payment and invoicing

The fee for paid plans is that shown at the time of purchase on the official website www.menugenius.net. Payments are accepted via credit/debit card and PayPal. Payment is required in a single instalment at the time of purchase (one-off). menuGenius issues electronic invoices through the Italian Interchange System (SDI) of the Revenue Agency.

The Supplier operates under the flat-rate scheme pursuant to Art. 1, paragraphs 54-89, Law 190/2014: invoices are therefore issued without VAT. The prices shown on the site are understood to already reflect this condition.

Art. 6 – Withdrawal and refunds

6.1 Professional Customers (B2B)

For customers who purchase in the exercise of their professional or business activity, Menu Genius offers a commercial "satisfied or refunded" guarantee within 14 (fourteen) days of delivery of the setup service (i.e. from the second verification call under Art. 6.3). The term runs from the purchase date. To request a refund, the Customer must send communication via email to info@menugenius.net within the indicated period, specifying the reason. The refund will be credited within 14 days of the request, using the same payment method used for the purchase. This guarantee is a voluntary concession by the supplier and does not constitute exercise of the right of withdrawal (not applicable to B2B transactions).

6.2 Consumer Customers (B2C)

The Consumer Customer, by selecting the specific checkbox during the purchase, expressly consents to the immediate activation of the Service and waives the right of withdrawal pursuant to Art. 59, letter a), Italian Legislative Decree 206/2005 (Consumer Code). Consequently, once the purchase is completed no refund is provided, regardless of actual use of the Service.

The waiver of the right of withdrawal will be collected via a mandatory checkbox in the purchase process, with the following wording: "I consent to the immediate activation of the Service and waive the right of withdrawal pursuant to Art. 59, letter a), Italian Legislative Decree 206/2005".

Notwithstanding the above, menuGenius also grants Consumer Customers the "satisfied or refunded" commercial guarantee under Art. 6.1, on the same terms and conditions. This guarantee is a voluntary concession by the Supplier and does not affect the consumer's rights provided by law.

Art. 7 – Support

menuGenius provides support to Customers of paid plans through:

• AI chat available 24 hours a day, 7 days a week, for immediate answers to frequently asked questions;
• Human support via chat or email at info@menugenius.net, available Monday to Friday from 9:00 to 18:00, with an indicative response time within 2 business hours.

In case of critical malfunction of the Platform, menuGenius will use reasonable diligence to restore the Service as soon as possible, compatibly with the nature of the problem and the availability of its infrastructure providers. menuGenius does not formally guarantee uptime levels (SLA) or guaranteed restoration times, but the infrastructure is designed for high availability.

Art. 8 – Customer obligations and responsibilities

The Customer undertakes to:

• Use the Platform exclusively for lawful purposes and in compliance with applicable law;
• Not transfer, share, resell or make available to third parties their access credentials or account;
• Not attempt to access the source code, decompile, disassemble or replicate the Platform or parts of it;
• Not use the Platform to develop competing products or services;
• Provide truthful data at registration and update it promptly in case of changes.

The Customer is solely responsible for the accuracy, completeness and updating of the data entered into the Platform (prices, ingredients, recipes, quantities). menuGenius does not verify, nor is required to verify, the content entered by the Customer and disclaims all liability for any errors, inaccuracies or omissions therein.

Art. 9 – Limitations of liability

To the maximum extent permitted by applicable law, menuGenius is not liable for direct, indirect, incidental, consequential, punitive damages or loss of profit, goodwill, data or business opportunities arising from:

• Business, management or financial decisions made by the Customer based on calculations, analyses or suggestions provided by the Platform or by the Genius Done-for-You Setup service;
• Errors in data entered by the Customer;
• Interruptions, slowdowns or malfunctions of the Platform caused by force majeure, maintenance activities, infrastructure issues of the hosting provider or Internet outages;
• Improper use of the Platform by the Customer;
• Unauthorized access resulting from the Customer's negligence in safeguarding credentials;
• Malfunctions, errors or inaccurate results arising from third-party AI services (including OpenAI) integrated into the Platform.

In any case, subject to mandatory legal limits, menuGenius' overall liability towards the Customer, on any grounds and for any cause, is limited to the amount actually paid by the Customer for the purchased plan.

Art. 10 – Suspension and termination

10.1 Suspension for breach

menuGenius reserves the right to suspend or cancel the Customer's account with immediate effect and without refund in case of:

• Breach of these T&C, including transfer of access to unauthorized third parties;
• Use of the Platform for unlawful or fraudulent purposes;
• Provision of false or incomplete data at registration;
• Involvement in legal proceedings that may affect the use of the Service.

10.2 Notice of termination

Termination of the contract for breach of the T&C will be communicated by email to the registered address and/or through service deactivation notice from the Platform. Effects run from the date of receipt of the communication.

Art. 11 – Intellectual property

11.1 Ownership of the Platform

The menuGenius Platform, including software, algorithms, graphics, trademarks and databases, is the exclusive property of menuGenius by Barbieri Marcello and is protected by Italian and European law on intellectual property and copyright.

11.2 Customer Content

Customer Content (recipes, ingredients, photographs, prices and any other data entered) remains the exclusive property of the Customer. menuGenius claims no ownership rights over it. The Customer grants menuGenius a non-exclusive, free and revocable license to process the Content solely for the purpose of providing the Service.

11.3 Aggregated and anonymous data

menuGenius reserves the right to use aggregated and anonymous data, not attributable to individual Customers, for Service improvement, statistical analysis and research purposes.

11.4 Use of Customer trademark

The Customer authorizes menuGenius to cite the name and/or logo of their venue for commercial reference purposes on the official website and in marketing materials. The Customer may revoke this authorization at any time by writing to info@menugenius.net.

11.5 Confidentiality of Customer operational data

menuGenius undertakes to treat as confidential all operational Customer data acquired in the context of the Service, including by way of example: recipes, dish composition, ingredient purchase prices, supplier names and any other commercial or management information. Such data will not be disclosed to third parties, except as strictly necessary for the delivery of the Service (e.g. transmission to OpenAI for AI features, in accordance with the Privacy Policy) or to comply with legal obligations. This confidentiality obligation survives termination of the contractual relationship.

Art. 12 – Personal data and privacy

Processing of the Customer's personal data is governed by the Privacy Policy available at www.menugenius.net, drafted in compliance with EU Regulation 2016/679 (GDPR) and applicable Italian law.

Personal data collected (first name, last name, email, phone, city, any venue name) is processed for the following purposes: performance of the contract, delivery of the Service, tax and accounting compliance, communications related to the Service.

Data is hosted on the infrastructure of the provider Ergonet, with servers located in Europe. The system performs daily backups on protected infrastructure. Data is retained for a maximum of 30 days after termination of the contractual relationship, subject to retention obligations under applicable law.

The Customer may exercise their rights (access, rectification, erasure, portability, restriction, objection) by writing to info@menugenius.net. The Data Controller is menuGenius by Barbieri Marcello, Via Belcavezzo 10 A, 26100 Cremona, Italy.

Art. 13 – Changes to the terms and conditions

menuGenius reserves the right to modify these T&C at any time. Changes will be published on www.menugenius.net and communicated by email at least 15 (fifteen) days in advance. Continued use of the Service after the changes take effect implies acceptance of the new conditions.

Art. 14 – Assignment of the contract

menuGenius may assign this contract to third parties at any time, notifying the Customer by email at least 30 days in advance. The Customer may not assign the contract or the rights arising from it to third parties without the prior written consent of menuGenius.

Art. 15 – Applicable law, mediation and jurisdiction

These T&C are governed by Italian law. For any dispute regarding the validity, interpretation, performance or termination of the contract, the Parties undertake to attempt mandatory mediation before a competent Mediation Body pursuant to Italian Legislative Decree 28/2010.

Should mediation not conclude positively, for Professional Customers (B2B) the Court of Cremona shall have exclusive jurisdiction. For Consumer Customers (B2C), the applicable rules on the consumer's forum apply (Art. 66-bis Italian Legislative Decree 206/2005).

Art. 16 – Final provisions

These T&C constitute the entire agreement between the Parties in relation to the subject of the Service and supersede any previous agreement, written or oral. The nullity or ineffectiveness of a single clause does not affect the validity of the remaining provisions.

Should one or more clauses of these T&C be found invalid, void or unenforceable, this shall not affect the validity and effectiveness of the remaining clauses, which will continue to produce their effects. The invalid clause shall be replaced by a valid provision reflecting, as far as possible, the original economic intent of the Parties.