TERMS AND CONDITIONS OF THE "COrdering" APPLICATION

1. Basic Information About the Application

The COrdering platform and mobile application (hereinafter: the "Application" or "COrdering") is a B2B digital platform intended for business entities in the hospitality and food industry (Partners), as well as business users who order meals for their employees through the Application (Clients and Users).

The Application enables Partners to receive and fulfill food and beverage orders from Clients and Users, digitize their own menus and manage their offering, as well as collect payments through the integrated payment system.

The Application was created by NISTRUCT DOO NIS (MEDIJANA) - CORDERING BRANCH 1 NIS, business activity code 4791, with registered address at Ulica Mladih 4, Nis (Medijana), Tax ID (PIB): 111923149, Company registration no.: 21571482 (hereinafter: "Nistruct").

Contact details of Nistruct COrdering Branch:
Phone: +381 66 8239 808
E-mail address: info@cordering.com
Website: https://cordering.com

2. Definitions

• "Nistruct" - the company NISTRUCT DOO NIS (MEDIJANA) - CORDERING BRANCH 1 NIS, business activity code 4791, which develops, maintains and operates the COrdering Application.
• "Application" or "COrdering" - the software platform and mobile application whose purpose is to connect Partners with Clients and Users for the electronic ordering of food and other products from the Partner's offering, available on Google Play Store and Apple Store.
• "Partner" - a catering service, restaurant, retail store or other business entity that has entered into a Business Cooperation Agreement with Nistruct regarding the use of the Application and that offers its products and services through the Application.
• "Client" - a business entity that uses the COrdering platform to order meals and/or products for its employees or business activities.
• "User" - an employee or authorized representative of the Client who orders products and services from the Partner's offering through the Application.
• "Offering" - the products and services advertised by the Partner in the Application, which must include: product/service name and description, price, weight/quantity, ingredients, allergens, photographs, meal type and delivery terms.
• "Order" - a request by the Client or User for the purchase of goods or services from the Partner, recorded through the Application.
• "Forwarded Order" - an Order transmitted to the Partner for fulfillment through the Application.
• "Accepted Order" - an Order confirmed and accepted for fulfillment by the Partner.
• "Cash Payment" - a payment model in which the User/Client pays for the Order in cash directly to the Partner upon collection.
• "Online Payment" - a payment model in which the User/Client pays for the Order electronically through the payment system integrated into the Application, whereby the funds first enter Nistruct's account and are then forwarded to the Partner after deduction of the Commission, in accordance with the Business Cooperation Agreement.
• "Agreement" - the Business Cooperation Agreement concluded between Nistruct and the Partner, which together with these Terms of Use forms a single legal framework.
• "Commission" - the fee for using the Application that the Partner is obliged to pay to Nistruct in accordance with the Agreement.
• "Settlement" - the transfer of funds received through Online Payment from Nistruct's account to the Partner's account, reduced by the amount of the Commission, carried out once every two calendar weeks.
• "Personal Data" - any data relating to a natural person whose identity is determined or determinable, within the meaning of the Serbian Law on Personal Data Protection ("Official Gazette of RS", no. 87/2018).

3. Subject Matter of the Terms of Use

These Terms of Use regulate the rights and obligations of Nistruct, Partners, Clients and Users regarding access to, installation and use of the COrdering Application, as well as matters of personal data protection, system security and limitations of liability.

These Terms of Use form an integral part of the Business Cooperation Agreement to the extent that they relate to the Partner. In the event of inconsistency between the provisions of the Agreement and these Terms of Use, the provisions of the Agreement shall apply, unless expressly stated otherwise.

For the Partner, these Terms of Use become binding on the date of conclusion of the Agreement, i.e. on the date of signing or other valid acceptance of the Agreement by which these Terms are incorporated as an integral part thereof. For the Client and User, these Terms of Use become binding upon account registration, acceptance in electronic form and/or use of the Application, to the extent that they are available and applicable to them.

Persons who do not accept these Terms of Use are obliged to immediately stop using the Application.

4. Rights and Obligations of Nistruct

Nistruct undertakes to ensure the functional and uninterrupted operation of the Application, aiming for system availability of at least 99% on a monthly basis, excluding periods of planned technical maintenance, force majeure or circumstances on the side of third parties over which Nistruct has no influence.

Nistruct is obliged to notify the Partner in writing at least 48 (forty-eight) hours in advance of any planned technical maintenance that may lead to temporary unavailability of the Application. In the event of extraordinary technical interruptions, Nistruct shall notify the Partner as soon as possible.

Nistruct is obliged to comply with all applicable regulations relating to personal data protection, including the Serbian Law on Personal Data Protection ("Official Gazette of RS", no. 87/2018) and, where applicable, EU Regulation 2016/679 (GDPR).

Nistruct has the right to improve, modify or discontinue the operation of the Application or certain functionalities thereof, with prior written notice to the Partner at least 5 (five) business days in advance, except in the case of urgent interventions for security reasons.

Nistruct is the sole and exclusive holder of all intellectual property rights in the Application, including but not limited to program code, user interface, visual identity, trademarks, technical documentation and all related elements. Use of the Application does not transfer any intellectual property rights to the Partner, Client or User.

Nistruct undertakes to provide the Partner with regular access to turnover reports and Commission calculations through the Application or another agreed channel.

Nistruct is not liable for loss of data or other damage caused by improper, negligent or unauthorized use of the Application by the Partner, Client or User.

5. Rights and Obligations of the Partner

The Partner undertakes to use the Application exclusively for the purposes provided for in the Agreement and these Terms of Use, in accordance with the applicable regulations of the Republic of Serbia and Nistruct's instructions.

The Partner has the right to present, advertise and modify its Offering through the Application. The Partner is obliged to notify Nistruct of any changes to the Offering at info@cordering.com no later than 24 (twenty-four) hours before the changes take effect.

The Partner is obliged to comply with all regulations relating to the protection of Personal Data, including the Serbian Law on Personal Data Protection ("Official Gazette of RS", no. 87/2018) and, to the extent applicable, EU Regulation 2016/679 (GDPR). The Partner guarantees that, before entering data about third parties into the Application, it has obtained an appropriate legal basis for their processing.

The Partner is responsible for the security of its own access data (credentials) and is obliged to immediately notify Nistruct in the event of suspected unauthorized account access or data breach, and no later than 24 (twenty-four) hours after becoming aware thereof.

The Partner acknowledges that Nistruct retains all intellectual property rights in the Application and its content. The Partner has no right to transfer, sell, lease, sublicense or otherwise assign the rights to use the Application to third parties without Nistruct's prior written consent.

The Partner guarantees the legal compliance, safety, quality and accuracy of descriptions of products and services offered through the Application, including the accuracy of declarations in accordance with applicable regulations.

Prices displayed in the Application must correspond to the Partner's actual retail prices at the point of sale, in accordance with the Serbian Consumer Protection Law ("Official Gazette of RS", no. 62/2014 and amendments).

The Partner is the sole fiscalization obligor and is obliged to issue a fiscal receipt to the Client/User for each fulfilled Order, regardless of the applicable payment model, in accordance with the Serbian Law on Fiscalization ("Official Gazette of RS", nos. 153/2020 and 96/2021). Nistruct does not issue fiscal receipts on any basis.

The Partner is responsible for any errors in Orders that may lead to refunds to Clients/Users and accepts that such corrections may be reflected in the Commission calculation.

The Partner may freely use other sales channels and platforms, unless the Parties agree on exclusivity by written annex.

6. Rights and Obligations of the Client/User

The Client/User may use the Application to view the Partner's Offering, create and track Orders, and communicate with the Partner regarding ordered goods or services.

The Client/User is responsible for the accuracy and up-to-dateness of all data entered during account registration and ordering, including but not limited to company data, delivery address and contact information.

The Client/User is obliged to collect the ordered goods within the agreed time and to make payment in accordance with the Partner's business terms and the applicable payment model.

The Client/User is responsible for uncollected Orders or unpaid amounts, whereby the Partner may apply appropriate measures, including a temporary or permanent ban on orders through the Application.

The Client/User is obliged to use the Application exclusively for lawful purposes and in accordance with these Terms of Use. Misuse of the Application is prohibited, including entering false data, fraudulent actions and unauthorized use of other persons' accounts.

7. Payment Methods, Price Display and Payment Currency

Payment for Orders through the Application may be made in the following ways:

• Cash Payment - payment in cash directly to the Partner upon collection of the Order;
• Online Payment - payment by VISA, MasterCard/EC-MC, Maestro, DinaCard and American Express payment cards through the payment system integrated into the Application.

All prices of products and services displayed in the Application are expressed in the national currency of the Republic of Serbia - dinar (RSD), in accordance with applicable laws and regulations of the National Bank of Serbia. Prices in the cart and on the payment form are displayed in decimal format, with two decimal places (e.g. 1,500.00 RSD).

7.1 VAT Statement

VAT is included in all displayed prices and there are no hidden costs. At every purchase step where the total price of the product/service is displayed, it is shown with VAT included.

7.2 Currency Conversion Statement

All payments shall be made in the local currency of the Republic of Serbia - dinar (RSD). The middle exchange rate of the National Bank of Serbia is used for informative display of prices in other currencies. The amount charged to the payment card will be expressed in the local currency through conversion into that currency at the exchange rate used by card organizations, which cannot be known at the time of the transaction. As a result of this conversion, there may be a slight difference from the original price stated on the website.

8. Protection of Confidential Transaction Data

When payment card data is entered, confidential information is transmitted over the public network in protected (encrypted) form using the SSL protocol and PKI system, as currently the most advanced cryptographic technology. Data security during purchase is guaranteed by the payment card processor. Payment card data is not available to our system at any time.

9. Delivery of Goods and Possible Restrictions

Delivery, i.e. issuance of ordered goods, is performed by the Partner in accordance with the delivery terms stated in its Offering in the Application. The delivery deadline, i.e. the time for collection of the Order, is indicated in the Partner's Offering and confirmed when the Order is created.

For Online Payment, the User's/Client's payment card account is charged at the moment of successful transaction authorization, of which the User/Client is clearly informed by a transaction status message.

Goods and services from the Partner's Offering are sold and delivered exclusively within the territory of the Republic of Serbia. Accordingly, export restrictions and customs regulations do not apply to purchases through the Application. If certain products are subject to other relevant legal restrictions that may affect distribution and/or sale, the Partner is obliged to clearly indicate them within its Offering.

10. Complaints Policy and Order Cancellation

The User/Client has the right to submit a complaint regarding the quality, accuracy and completeness of delivered goods or services. Complaints are submitted directly to the Partner or through the Application's customer service at support@cordering.com or by phone at +381 66 8239 808, stating the Order number and a description of the reason for the complaint.

The Partner is obliged to review the complaint and notify the User/Client of the outcome without delay, and no later than 8 (eight) days from the date of receipt of the complaint, in accordance with the Serbian Consumer Protection Law. In the event of a justified complaint, the User/Client is entitled to replacement of goods, repeated performance of the service or refund of the paid amount.

The User/Client may cancel the Order free of charge until it has been accepted by the Partner (Accepted Order status). After the Order has been accepted and its preparation has begun, cancellation is possible only with the Partner's consent. In the event of cancellation of an Order paid by Online Payment, the refund shall be made in the manner described in the "Refunds" section.

11. Refunds

In the event of return of goods and refund to a customer who previously paid by one of the payment cards, partially or in full, regardless of the reason for the return, COrdering is obliged to process the refund exclusively through VISA, MasterCard/EC-MC, Maestro, DinaCard and American Express payment methods, meaning that the bank will, at the seller's request, refund the funds to the cardholder's account.

Refunds are made exclusively to the payment card account used for the payment, by reversing the original transaction. Orders paid by Cash Payment are refunded in cash directly by the Partner.

12. Personal Data Protection

12.1 Roles in Data Processing

Nistruct, the Partner, Client and User process Personal Data within the Application in accordance with their actual roles, processing purposes and degree of control over the data, as determined by applicable regulations and the specific relationship between the parties. Depending on the circumstances of a specific processing activity, Nistruct may act as controller, joint controller or processor, while the Partner and/or Client may be independently responsible for the data they enter, the purposes of processing they determine, or the processing for which they provide a legal basis.

12.2 Purpose and Legal Basis of Processing

Nistruct processes Personal Data exclusively for the purpose of providing Application usage services, processing Orders, calculating Commission, providing customer support, ensuring system security and fulfilling legal obligations. The legal basis for processing is performance of a contract, taking steps at the request of a data subject prior to entering into a contract, compliance with a legal obligation and/or another appropriate legal basis provided by applicable regulations.

12.3 Rights of Data Subjects

Every person whose personal data is processed within the Application has the right of access, rectification, erasure, restriction of processing and data portability, as well as the right to object, in accordance with the Serbian Law on Personal Data Protection. Requests are submitted to the e-mail address: support@cordering.com.

12.4 Security Measures

Nistruct implements appropriate technical and organizational measures to ensure a level of data security appropriate to the risk, including:

• encryption of data during transmission and storage;
• system access control (authentication and activity logging);
• regular system updates and protection against malicious software;
• backup copies of data at regular intervals.

12.5 Procedure in the Event of an Incident

In the event of a Personal Data security breach (unauthorized access, loss or leakage of data), Nistruct undertakes to:

• notify the Commissioner for Information of Public Importance and Personal Data Protection without undue delay, and no later than 72 (seventy-two) hours after becoming aware of the breach, in accordance with the Law;
• notify the Partner/Client/User as soon as possible of the nature of the incident, possible consequences and measures taken;
• cooperate with competent authorities in the investigation of the incident where necessary.

12.6 Transfer of Data Outside the Republic of Serbia

If Personal Data is processed outside the territory of the Republic of Serbia (e.g. use of hosting services in the EU or third countries), Nistruct undertakes to provide appropriate data protection safeguards in accordance with Article 65 of the Serbian Law on Personal Data Protection.

12.7 User Privacy Protection Statement

On behalf of COrdering, we undertake to protect the privacy of all our customers. We collect only necessary, basic customer/user data and data necessary for business operations and informing users in accordance with good business practices and for the purpose of providing quality service. We provide customers with a choice, including the option to decide whether they want to be removed from mailing lists used for marketing campaigns. All user/customer data is strictly protected and available only to employees for whom such data is necessary for performing their work. All COrdering employees (and business partners) are responsible for respecting privacy protection principles.

Users/customers are provided with the option not to participate in marketing activities, as well as to withhold consent for their personal data to be provided for use by third persons or companies.

13. Limitation of Liability

Nistruct is not responsible for food quality, order accuracy, delivery, fiscalization or payments between the Partner and the Client/User. These obligations are the sole responsibility of the Partner.

Nistruct is not liable for any technical problems or damage caused by improper use of the Application by the Partner, Client or User.

Nistruct is not liable for actions, omissions or breaches of regulations by the Partner, including non-compliance with regulations on fiscalization, consumer protection or food safety.

Nistruct's total liability toward the Partner is limited in accordance with the provisions of the Business Cooperation Agreement.

14. Termination of Use of the Application

14.1. Termination by the Partner

Termination of use of the Application by the Partner occurs upon termination of the Business Cooperation Agreement, in accordance with its provisions.

In that case, the Partner is obliged to settle all due obligations toward Nistruct by the date of termination, including unpaid Commissions.

14.2. Suspension and Termination of Access by Nistruct

Nistruct may temporarily suspend or permanently terminate the Partner's, Client's or User's access to the Application in the following cases:

• breach of these Terms of Use or the Business Cooperation Agreement;
• delay in payment of the Commission for more than 10 (ten) calendar days;
• reasonable suspicion of fraud, misuse or unauthorized use of the Application;
• order of a competent authority or court.

In the event of termination of the Agreement or suspension of cooperation for any reason, Nistruct is obliged to perform the final Settlement of all due and undisputed amounts from Online Payment within 14 (fourteen) days from the date of termination, or from the date when the conditions for such Settlement are met in accordance with the Agreement and applicable regulations.

If the reason for suspension or termination is a material breach of obligations by the Partner that can be remedied, Nistruct shall, except in the case of fraud, serious misuse, unauthorized use or urgent security reasons, grant the Partner a reasonable period to remedy the breach in accordance with the Agreement.

15. Amendments to the Terms of Use

Nistruct reserves the right to amend these Terms of Use at any time, in accordance with changes in business operations, technical requirements or applicable regulations.

Nistruct shall notify the Partner of any amendment to the Terms of Use in writing (including by e-mail) at least 15 (fifteen) calendar days before the amendments begin to apply.

Continued use of the Application after expiry of the period referred to in the previous paragraph shall be deemed acceptance of the amended Terms of Use. If the Partner does not accept the amendments, it has the right to terminate the Agreement in accordance with the terms set out in the Business Cooperation Agreement.

16. Contact Details - Customer Service

For all information regarding Orders, as well as in the event of a complaint or Order cancellation, users/customers may contact COrdering customer service:

• Address: Ulica Mladih 4, 18000 Nis, Serbia
• Phone: +381 66 8239 808
• E-mail: support@cordering.com

17. Final Provisions

These Terms of Use shall be interpreted in accordance with the applicable law of the Republic of Serbia, including in particular:

• Law on Obligations ("Official Gazette of SFRY", no. 29/78 and amendments);
• Law on Personal Data Protection ("Official Gazette of RS", no. 87/2018);
• Law on Electronic Commerce ("Official Gazette of RS", no. 41/2009 and amendments);
• Consumer Protection Law ("Official Gazette of RS", no. 62/2014 and amendments);
• Law on Fiscalization ("Official Gazette of RS", nos. 153/2020 and 96/2021);
• Law on Payment Services ("Official Gazette of RS", no. 139/2014 and amendments);
• EU General Data Protection Regulation 2016/679 (GDPR) - where the Application is used by entities from the EU or where Personal Data of persons from the EU is processed.

In the event of a conflict between the provisions of the applicable law of the Republic of Serbia and EU law, the law of the Republic of Serbia shall prevail if the Application is used exclusively within the territory of the Republic of Serbia.

All matters not regulated by these Terms of Use shall be governed by the provisions of the Business Cooperation Agreement and, subsidiarily, by the provisions of applicable regulations of the Republic of Serbia.

If any provision of these Terms of Use is found to be null and void, unlawful or unenforceable, this shall not affect the validity and applicability of the remaining provisions, which shall remain in full force and effect.

These Terms of Use enter into force on the date of their publication and apply to all Partners, Clients and Users who use the Application from that date.