Terms and Conditions of Use

Art. 1 — Definitions

1.1 “Sicilean” or “Provider”

Sicilean S.r.l., registered office Via Roma no. 95, 91021 Campobello di Mazara (TP), VAT and tax code 02898760810, REA TP-204826. Contact: info@sicilean.tech.

1.2 “Platform” or “Foodli”

The SaaS software service available at https://foodli.app for digital management of dishes, menus, allergens, QR codes and analytics.

1.3 “Terms” or “T&Cs”

This document including all annexes (A, B and C).

1.4 “User” or “Customer”

A natural or legal person acting in the course of their business activity (B2B). Use by consumers under D.Lgs. 206/2005 is expressly excluded.

1.5 “Food business operator” or “FBO”

The User as responsible operator under art. 3, n. 3, Reg. CE n. 178/2002 (bars, restaurants, canteens, catering, etc.).

1.6 “End consumer”

A natural person viewing the digital menu via QR code. A third party outside the contract; Sicilean has no direct obligations towards them.

1.7 “User content”

All information entered by the User on the Platform (dishes, ingredients, allergens, prices, images, etc.). Remains solely owned and the responsibility of the User.

1.8–1.9 “Plan” and “Trial period”

The subscribed service level (Base, Pro, Business). The Trial is 7 free calendar days for the Pro plan, once per User, subject to a valid payment method.

1.10–1.12 “Access data”, “Sub-processors”, “Mandatory allergens”

Authentication credentials. Technology providers (Vercel, Supabase, Stripe, etc.). The 14 allergenic substances in Allegato II Reg. UE 1169/2011.

Ref.: Art. 3 Reg. CE 178/2002 · Allegato II Reg. UE 1169/2011 · Art. 4 GDPR · D.Lgs. 70/2003 art. 7 · D.Lgs. 9/2023

Art. 2 — Subject matter and nature of the service

2.1 Foodli provides the FBO with software tools for: creating/managing dishes with allergens; composing and publishing digital menus; automatic calculation of the 14 mandatory allergens (entirely dependent on the quality of data entered by the FBO); QR generation; multi-location management; analytics; allergen summary PDF (Pro+ plans).

2.2–2.5 The Service is provided “as is” and “as available”. The agreement is B2B only: the D.Lgs. 206/2005 (Codice del Consumo) does not apply. Sicilean may evolve the Platform subject to the notice procedures in Art. 13.

Ref.: Reg. UE 1169/2011 artt. 8, 14, 19 · Reg. UE P2B 2019/1150

Art. 3 — Acceptance, formation and contract terms

3.1 The contract is formed upon completion of registration and acceptance of the T&Cs by active opt-in.

3.2 Clauses in Arts. 5 (express termination), 4 (auto-renewal), 7 (liability cap), 9 (allergen disclaimer), 15 (assignment ban) and 17 (jurisdiction) require separate specific approval (separate flag). See Annex A.

3.3 By registering, the User declares: (a) to act as a B2B entrepreneur; (b) to have full legal capacity; (c) that all information is truthful; (d) to have read and accepted the T&Cs and Privacy Notice; (e) to comply with food law.

3.4–3.6 The T&Cs are the entire agreement. Access is for adults with full capacity only.

Ref.: Artt. 1326, 1341, 1342 c.c. · D.Lgs. 70/2003 artt. 12–13

Art. 4 — Subscription plans, prices and payment

4.1 Available plans (22% VAT included):

Add-ons: Extra menu €2.90/month · Extra location €5.90/month.

4.4 Payments processed by Stripe Inc. (PCI-DSS). Sicilean does not store or access card data. If payment fails: immediate notice → 5 business days grace → access suspension → after 15 calendar days, contract termination.

4.5 Electronic invoicing via SDI under D.Lgs. 127/2015. The User must provide SDI code or PEC at registration.

4.6 Price changes with 30 days’ notice. If not accepted, the User may withdraw without penalty.

Ref.: D.Lgs. 231/2002 (mora) · Reg. UE P2B 2019/1150 art. 5

Art. 5 — Term, withdrawal and termination

5.1 Open-ended contract with monthly auto-renewal.

5.2 User withdrawal at any time, without penalty, effective at the end of the billed month: via account settings or email to info@sicilean.tech.

5.3 Sicilean withdrawal with 30 days’ notice; if not for breach, pro-rata refund within 14 business days.

5.4 Suspension for: non-payment; AUP breach; reasonable suspicion of fraud; authority order.

5.5 Effects of termination: access disabled immediately; data available for export for 30 days; thereafter permanent deletion (except legal retention).

Ref.: Artt. 1373, 1456 c.c. · Reg. UE P2B 2019/1150 art. 4

Art. 6 — User (FBO) obligations and liability

6.1 The User is solely legally responsible for: the full ingredient list; correct allergen identification; timely updates on recipe/supplier changes; cross-contamination management.

6.2 Penalties under D.Lgs. 231/2017 (€3,000–€24,000) apply solely to the FBO.

6.4–6.5 Access security and ban on reverse engineering, scraping and sublicensing.

6.7 Broad indemnity: The User shall indemnify, defend and hold Sicilean harmless from any claims by end consumers, health authorities (ASL, NAS, Ministry of Health), AGCM, Data Protection Authority arising from incorrect, incomplete or non-compliant content.

Ref.: Reg. UE 1169/2011 artt. 8, 14, 19 · Reg. CE 852/2004 (HACCP)

Art. 7 — Limitation of Sicilean S.r.l. liability

7.1 The Platform is provided “as is” and “as available”, without warranties of fitness for purpose, uninterrupted operation or technical standards, except as in Annex C (SLA).

7.2 Sicilean does not guarantee automatic regulatory compliance for the FBO.

7.3 Sicilean excludes any liability for physical harm, allergic reactions or death of end consumers due to incorrect data entered by the User.

7.4 No liability for indirect, consequential, lost profit, data loss or business interruption.

7.5 Sicilean’s aggregate liability cap is limited to total fees paid in the 12 months before the event.

7.8 Limits do not apply for wilful misconduct, gross negligence by Sicilean, or personal injury (mandatory law).

Ref.: Artt. 1218, 1223, 1225, 1229, 2050 c.c.

Art. 8 — Service availability, SLA and support

8.1 Guaranteed uptime: minimum 99.0% monthly (details in Annex C). Planned maintenance preferably 02:00–06:00 CET with 24h notice.

8.4 Periodic backups (at least daily). The User should also keep their own copies.

8.5 Personal data breach notification to the User within 72 hours of discovery under art. 33 GDPR.

Art. 10 — Intellectual property

10.1 Foodli, the brand, software, UI, calculation algorithms, documentation, APIs and any Platform element are solely owned by Sicilean S.r.l., protected by L. 633/1941, D.Lgs. 30/2005 (CPI) and Reg. UE 2019/790.

10.2 The User receives a non-exclusive, non-transferable, revocable licence for the contract term for permitted purposes only. No IP rights are transferred.

10.3–10.5 User content remains User-owned. Strictly prohibited: reverse engineering; decompilation; sublicensing; removal of copyright notices; derivative works.

Art. 11 — Personal data processing and processor appointment

11.1 Sicilean acts in a dual role: Controller for User data (account, billing, support); Processor (art. 28 GDPR) for personal data in User content.

11.2 These T&Cs constitute formal Art. 28 GDPR appointment. Sicilean will: process only on instructions; ensure confidentiality and security; notify breaches within 72h; not sub-delegate without authorisation; delete or return data within 30 days of termination.

11.3 Authorised sub-processors (accepted with the T&Cs):

11.4 For rights under Arts. 15–22 GDPR: privacy@sicilean.tech. Response within 30 days. Full Privacy Notice: foodli.app/privacy.

Art. 12 — Confidentiality and trade secrets

12.1–12.3 The parties shall keep all confidential information strictly secret. Confidentiality for 5 years after termination, under artt. 98–99 D.Lgs. 30/2005 and Direttiva UE 2016/943.

Exceptions: public domain, demonstrably pre-existing knowledge, independent development, court order.

Art. 13 — Changes to the service and terms

13.1 Material service changes: at least 30 days’ notice.

13.2 T&C changes: at least 30 days’ notice by email and in-app under Reg. UE P2B 2019/1150 art. 3. Continued use = tacit acceptance. Right to withdraw without penalty within the notice period.

13.3 Current version always at foodli.app/termini.

Art. 14 — Force majeure

Neither party is liable for force majeure (natural disasters, war, pandemics, third-party cyber-attacks making the Service impossible, etc.). Notice within 5 business days. If it lasts over 90 days, either party may withdraw without penalty with pro-rata refund.

Ref.: Artt. 1256, 1463, 1467 c.c.

Art. 15 — Assignment

The User may not assign the contract without Sicilean’s prior written consent. Sicilean may assign within corporate transactions with 30 days’ notice; the User may withdraw without penalty within 30 days of notice.

Art. 16 — Acceptable use policy (AUP)

16.1 Prohibited uses: unlawful purposes; false content or IP infringement; hacking, unauthorised pentesting, SQLi, XSS, automated scraping, DoS/DDoS; credential sharing; sensitive data without legal basis; unauthorised bots/scripts; spam; disproportionate load.

16.2 Breaches may result: immediate suspension; termination by operation of law; full damages; referral to authorities.

Ref.: Reg. UE 2022/2065 (DSA) · Artt. 615-ter, 617-quater, 635-bis, 640-ter c.p.

Art. 17 — Governing law and jurisdiction

17.1 The T&Cs and contract are governed by Italian law, excluding conflict-of-law rules.

17.2 Exclusive jurisdiction: Court of Trapani. For Users in other EU states, Reg. UE 1215/2012 (Bruxelles I bis) applies.

17.3 Mandatory preliminary mediation with a body registered under D.Lgs. 28/2010. Maximum duration 3 months.

Art. 18 — Final clauses

• 18.1 Severability: invalid clauses do not affect the remainder.
• 18.2 Entire agreement: T&Cs + Privacy + Annexes A, B, C replace any prior understanding.
• 18.3 No waiver: failure to exercise a right is not a waiver.
• 18.4 Official communications: PEC (sicilean@pec.it) or email (info@sicilean.tech) with delivery confirmation. Deemed received on the next business day.
• 18.5 Language: official text in Italian.

Ref.: Artt. 1419, 1362 ss. c.c. · D.Lgs. 82/2005 art. 48 (PEC)