Terms of Service

1. Scope and Contracting Parties

These Terms of Service (the „Terms“) govern the access to and use of the Mercante1 cloud-based B2B ordering and operations platform (the „Platform“ or „Software“).

The Platform is operated by, and your contractual partner is:

Mercante1 is an exclusively Business-to-Business (B2B) Software-as-a-Service solution. Our services are directed strictly at commercial businesses and entrepreneurs (§ 14 German Civil Code - BGB), specifically gourmet and specialty food wholesalers (the „Wholesaler“ or „Customer“) and their authorized restaurant clients (the „Restaurants“). Consumers (§ 13 BGB) are expressly ineligible to register or use the Platform.

2. Subject Matter & Platform Services

Mercante1 provides a structured, professional software operating layer designed to replace messy messaging and spreadsheet ordering with a unified digital workflow. The core platform features include:

• Wholesaler Operational Dashboard: Comprehensive management of product catalogues (categories, units, minimum order quantities, order increments), customer-specific prices, and bespoke customer product visibility.
• Real-Time Stock Reservations: Mathematical reservation engine guaranteeing atomic concurrency safety and preventing inventory overselling across direct orders and offers.
• Order Lifecycle Management: Kanban and list tracking across fulfillment stages (Confirmed → Preparing → Ready → Delivered), telephone order entry, and formal amendment workflows.
• Request & Offer Allocation Engine: Structured allocation workflow for scarce, seasonal, or allocation-only goods (e.g., fresh truffles, limited-yield harvests).
• Delivery Schedule & Cutoff Rules: Configuration of active delivery days, geographic delivery zones, and strict daily ordering cutoff hours.
• Operational Announcements: Targeted broadcasts for seasonal arrivals, stock updates, and holiday schedules delivered via in-app feeds and email.
• Invoice Tracking Board: Operational tracking board categorizing delivered orders into „Needs Invoicing“ and „Invoiced“.
• White-Label Restaurant Portal (PWA): Responsive, mobile-first Progressive Web App presented under the Wholesaler's own brand identity, business name, and visual styling.

4. Registration, Accounts & Access Control

Wholesalers register an organizational account by providing accurate business identification. Wholesalers are responsible for maintaining the confidentiality of their credentials and all activities occurring under their accounts.

Restaurants obtain access exclusively through individual, non-transferable invitations issued by the Wholesaler using cryptographic tokens and access codes. The Wholesaler controls which restaurant partners are authorized or revoked.

5. Subscriptions, Fees & Stripe Billing

Access to the Platform requires an active monthly SaaS subscription (standard: €149.00 / month plus applicable statutory VAT).

• Free Trial: If offered with a 14-day free trial, Customer may cancel anytime during the trial without charge.
• Stripe Processing: Subscription billing is processed securely by Stripe Technology Europe Ltd. Customer authorizes monthly advance recurring charges to the provided payment method.
• Payment Failure & Suspension: If a payment fails or an account enters delinquent status (past due, unpaid, canceled), access to the Wholesaler dashboard and associated restaurant portals will be automatically locked until payment details are updated via the Stripe Customer Portal.

6. Availability & Service Levels

The Platform is hosted on enterprise cloud infrastructure in Frankfurt, Germany. We endeavor to maintain an annual average software availability of 99.0%, excluding scheduled maintenance periods and events beyond our reasonable control (force majeure, Internet backbone outages, upstream cloud provider failures).

7. Wholesaler Obligations & Acceptable Use

The Customer agrees not to misuse the Platform, introduce malicious code, employ automated scraping utilities, or upload materials that infringe third-party intellectual property or violate applicable laws.

8. Intellectual Property & Tenant Data Ownership

Customer Data: The Customer retains full ownership and intellectual property rights in all uploaded business data, including product listings, prices, logos, images, and customer records.

Platform Rights: All intellectual property rights, trademarks, software code, and interface designs in Mercante1 remain the exclusive property of Mercante1.

9. Term, Cancellation & Data Handling

The subscription operates on a monthly rolling basis and automatically renews each month. The Customer may cancel at any time through the integrated Stripe Customer Portal with effect at the end of the current billing cycle.

The Customer is entitled to export order records and customer lists prior to account termination. Upon termination, tenant data will be permanently deleted subject to mandatory statutory tax and commercial record retention periods.

10. Warranty & Limitation of Liability

Mercante1 is liable without limitation for damages arising from intentional misconduct, gross negligence, or injury to life, body, or health.

For damages arising from simple negligence, Mercante1 shall be liable only for breach of a material contractual obligation (cardinal duty). In such cases, liability is limited to typical, foreseeable direct contractual damages, capped at the total subscription fees paid by the Customer in the preceding 12 months. Liability for lost profits, indirect damages, or consequential loss is excluded to the maximum extent permitted by law.

11. Governing Law & Jurisdiction

These Terms are governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

To the extent permitted by law, the courts of Hamburg, Germany shall have exclusive jurisdiction over all disputes arising from or relating to this agreement.