Terms of service

1. What these terms cover and who your contracting party is

These General Terms and Conditions ("terms") govern how your business uses Ordeyo: the software with which restaurants and other food businesses run their own online shop, handle orders and analyse their business.

Your contracting party is Erhan Bulut, Greinergasse 53, 1190 Wien, Austria, who runs Ordeyo as a sole trader until the company intended for it has been founded ("Ordeyo", "we"). You can reach us at legal@ordeyo.com. Section 28 explains how the contract passes to that company.

Ordeyo contracts with businesses only. Whoever signs up confirms that they act for an existing business and are authorised to represent it. Consumers cannot engage Ordeyo.

Your contract with Ordeyo consists of these terms, the data processing agreement ("DPA"), your plan with the prices and rights shown when you bought it, and the offers you have accepted. Where these parts contradict each other, the accepted offer comes first, then the DPA for personal data, then these terms. Your business's own terms and conditions do not apply, even if we do not expressly object to them.

You can view, save and print every version of these terms and of the DPA at any time at ordeyo.com/en/legal/terms and ordeyo.com/en/legal/dpa.

2. Definitions

• Organization means your business as a customer of Ordeyo, with all its shops, locations and users.
• Owner means the person who created the organization or to whom ownership was transferred. Only the owner buys plans, accepts offers and cancels.
• Shop means your online shop on Ordeyo, at an Ordeyo address or on your own domain.
• Customers means the people who order in your shop.
• Plan means the scope of service you bought, with its fixed fee, usage fee and limits, for example on locations and users.
• Billing period means one month or one year from your billing day.
• In writing means, in these terms, by e-mail or as a message in the dashboard. No signature is needed.

3. Sign-up, account and trial

When you sign up and afterwards, you give complete and correct details and keep them up to date. Before you buy your first plan, you enter your business details: name, legal form, address and, where they exist, company register number and VAT number. An organization belongs to one country. Businesses in an EU country other than Austria need a valid VAT number. If the owner, legal form or ownership of your business changes, for example because you sell your restaurant, you tell us without delay.

You decide who works in your organization in which role, and you are responsible for the acts of your users as for your own. Every user keeps their sign-in details secret. Ordeyo asks for a second factor before changes to the payment account. If you notice misuse of your account, report it immediately to security@ordeyo.com.

Ordeyo provides no services to persons or businesses that are subject to sanctions of the European Union, the United Nations or Austria.

New organizations can try Ordeyo free of charge for 30 days. During the trial all orders are test orders. A business gets the trial once; Ordeyo can extend it with an offer. These terms apply to the trial; no fee is charged. The trial is for trying Ordeyo out only; the switching rules in section 22 do not apply to it, but you can still export your data during the trial. If the trial ends without you buying a plan, your shop takes no orders and the dashboard is read-only. We keep your data for 90 days after the trial ends and then delete it. The paid contract begins when you buy a plan or accept an offer.

4. What Ordeyo provides

Ordeyo provides you with software over the internet. With it you maintain your menu, design your shop, receive and handle orders, manage your customers and discounts, and see reports. Depending on the plan, features such as automations, invoices in your name or your own domains are added. The plan overview and the dashboard show which features and limits your plan has.

Ordeyo develops the software continuously and may change, add or remove features. The essential features of your plan remain available during a paid billing period. If we remove a feature that is essential to your plan, we announce it at least 30 days in advance; you can then cancel as of the date of the change and receive a pro rata refund of the fixed fee already paid for the remaining time.

Features marked as preview or beta may contain errors and may end at any time. There is no entitlement to them.

Automations carry out the steps that you or your users define, with the permissions of the person who published them. You are responsible for their results, such as codes and e-mails sent or locations paused.

Ordeyo does not sell food, does not deliver and is not a payment service provider. Ordeyo is not a cash register: if you accept cash or card payments on site, you record these sales in your own cash register under the rules that apply to you. Ordeyo is not a marketplace: your shop does not appear in a directory of Ordeyo next to other restaurants. Ordeyo does not advise you on legal or tax matters; templates, tax tables and notes are aids.

5. Operation, availability and support

We operate Ordeyo with care, back up the data daily and monitor operations. An internet service can still fail. We commit to a specific availability only if it is stated in an accepted offer.

We announce maintenance that may interrupt orders in good time and schedule it, where possible, at times with few orders. Urgent work, for example for security, we carry out without notice. We publish incidents and maintenance on status.ordeyo.com.

We are not responsible for disruptions outside our control, for example failures of the internet, of your devices or of third-party services such as payment providers, or force majeure.

You get support by e-mail at support@ordeyo.com on Austrian working days. We reply as quickly as we can; fixed response times apply only if agreed. Please report disruptions immediately and as precisely as possible.

Where Ordeyo is operated

The servers on which Ordeyo runs and stores your data are located in Austria (netcup) and are subject to Austrian law. We store backups and media in the European Union (Cloudflare), backups encrypted. For some services, such as map services and online payments, we also use providers whose parent company is based in the United States. We protect data against access by authorities outside the EU through encrypted transmission, storage locations in the EU and contracts with the European Commission's standard contractual clauses. We examine requests from such authorities and answer them only where EU law allows it. The list of service providers is in the DPA.

6. Your shop and your contracts with customers

You conclude contracts for food, drinks and other goods directly with your customers. Ordeyo does not become a party and does not represent you. You are the seller and responsible for everything you offer: food and drinks, prices, information on allergens, additives and origin, deposits, delivery areas, opening hours, delivery or pickup, returns, refunds and looking after your customers. Ordeyo does not check your details.

You handle incoming orders within the response time you have set. If you cannot handle orders, you pause your location or close your shop.

For products with an age limit, you choose the correct age limit and check an ID at handover. Without an ID you do not hand over such products. For deposits, you take Ordeyo's containers and amounts as an aid; you check yourself whether they are right for your products.

Ordeyo aligns the building blocks of the shop with the recognised accessibility guidelines (WCAG). You check yourself whether the Austrian Accessibility Act (Barrierefreiheitsgesetz) applies to your business; you are responsible for your content, such as image descriptions, colours and texts, and for an accessibility statement.

Ordeyo sends order e-mails and the order confirmation in your name with the details from your settings.

7. Your customers' online payments

Online payments run through a payment provider, currently Stripe, with an account in your business's name. You conclude the contract for this account directly with the payment provider when you set up the account in the dashboard; its terms apply, for Stripe the Connected Account Agreement, as do its checks. Your customers' money goes directly to your account with the payment provider. Ordeyo does not receive your customers' payments, holds no money and keeps nothing from payments. The payment provider's fees follow your contract with it.

You handle refunds, chargebacks and disputes with your customers yourself, with the tools in the dashboard or at the payment provider. If the payment provider restricts or closes your account, online payments are not possible; Ordeyo is not responsible for this.

You collect cash payments and payments with your card terminal yourself.

8. Taxes

You are responsible for the VAT on your sales: you assign each product to a tax category and file and pay the tax.

With "Automatic tax rates", Ordeyo takes the categories and rates from a table that Ordeyo maintains carefully from the official sources of your country. Ordeyo adopts new rates, where possible, before they take effect and informs you about them in the dashboard and by e-mail. As long as the setting is on, you cannot change the rates yourself. The table does not replace tax advice. If you switch the setting off, you manage categories and rates yourself, and Ordeyo no longer changes them. Ordeyo is liable for errors in the table under section 23.

9. Invoices in your name

If you switch on invoicing in the settings, you instruct Ordeyo to issue invoices and cancellation invoices (Stornorechnungen) for orders paid online in your name and for your account; the seller is your business. Ordeyo creates every invoice from your business details, your tax rates and the order. You are responsible for the content, numbering, tax and retention of these invoices. Check these details before you switch invoicing on and after every change.

If your cash register issues receipts for the same orders, you make sure your customers do not receive two receipts. Ordeyo records every switching on and off with the time, the person and the version of these terms in force. After switching off, Ordeyo issues no new invoices; Ordeyo still creates cancellation invoices for invoices already issued. You can download your invoices at any time and keep them yourself.

10. Your shop's legal texts

Your shop needs an imprint (Impressum), a privacy policy, terms and conditions and cancellation terms. Ordeyo offers templates for them and fills them in with your details. The templates are an aid and not legal advice.

With "Use Ordeyo template", your privacy policy follows your shop settings and the latest template; as long as the setting is on, you cannot change it yourself. You write the imprint, terms and conditions and cancellation terms yourself and can start each text from a template. Ordeyo does not change texts you write, not even when your details or the software change. If you switch the setting off, you write the privacy policy yourself as well.

Ordeyo does not promise that a template covers every rule that applies to your business. Towards your customers you are the seller and the controller of their data: you check every text, translations included, before you open your shop and after every change.

11. E-mails to your customers

Ordeyo sends order e-mails in your shop's name from an Ordeyo address, for example "Your shop via Ordeyo". Your customers' replies go to your own address.

You send marketing e-mails, for example from automations, only to people who agreed through Ordeyo's consent process and confirmed their consent. You are responsible for the consent, the content and the sending. Every marketing e-mail contains an unsubscribe link that you cannot remove. To protect delivery and the reputation of all shops, Ordeyo limits marketing e-mails, for example to at most one per person per week and none at night, and can pause them if many recipients complain or addresses cannot be reached.

12. Own domains

You may only connect domains that belong to you or that you may use. Before connecting, you verify the domain with a DNS record. If another shop later verifies the same domain in this way, the domain passes to that shop. Registration, renewal and DNS settings remain your responsibility; Ordeyo is not a domain registrar. Ordeyo issues the certificates for connected domains. If the DNS records are no longer correct, we inform you; if the error persists for seven days, we disconnect the domain, and your shop remains reachable at its Ordeyo address. When the contract ends, we also disconnect the domain.

13. Rules for content and use

You are responsible for all content that you or your users put into Ordeyo: texts, images, videos, product details, legal texts and e-mails. You make sure you hold the necessary rights to it.

Through Ordeyo you sell food, drinks and goods that belong to your food business. In particular, the following are not allowed:

• unlawful content and offers, including goods whose distance sale to end customers is prohibited, such as tobacco products;
• content that infringes the rights of others, such as trade mark rights, copyright or personality rights;
• misleading, discriminatory, inciting or violence-glorifying content;
• shop names, addresses and senders that contain the name "Ordeyo" or pretend to be an authority or an official body;
• malware, spam, attacks on Ordeyo or others, circumventing limits, security measures or fees, and automated scraping of Ordeyo outside the ways provided for it;
• reselling Ordeyo to third parties without our consent.

How we review content

Ordeyo does not check content in advance. We only check technical rules automatically, such as file formats, file sizes and reserved names. People review notices and reports. If we learn of content that breaks the law or these rules, we may remove or block it and restrict the shop or the account (section 14).

If we decide against content or your account, we tell you in writing at the latest when the measure takes effect: what we are doing, which facts and which rule we rely on, whether we used automated means, and how you can contest it. This does not apply where a law or an authority prohibits the notice. You can object to the decision by e-mail to legal@ordeyo.com; another person then reviews it again. You remain free to go to court.

Reports and contact

Anyone can report content they consider unlawful by e-mail to abuse@ordeyo.com. A report should identify the content and its address precisely, explain why it is unlawful, contain the name and e-mail address of the person reporting and confirm that the details are given in good faith. We confirm receipt, decide carefully and tell the person reporting the outcome.

Under the Digital Services Act, the single point of contact is legal@ordeyo.com for authorities and support@ordeyo.com for users, in German or English in each case. People reply at both addresses.

14. Restriction and lock

Ordeyo can close your shop and limit the dashboard to reading and exporting ("restriction") or also block sign-in ("lock") if

• you or your users breach these terms or the law and do not stop the breach within a reasonable period after being asked to,
• there is a well-founded suspicion of fraud or misuse,
• your account endangers the security of Ordeyo, your customers or others, or
• a court or an authority requires it.

We choose the mildest measure that is sufficient. Beforehand we tell you the reason and give you the opportunity to remove it, except in urgent cases of danger, in cases of fraud, of an order or of serious breaches of law; we then give the reasons for the measure at the latest when it takes effect, as described in section 13. When the reason no longer applies, we lift the measure. During a restriction or lock for which you are responsible, the fees continue. During a lock we send you your data by e-mail on request.

Section 17 covers unpaid amounts.

15. Rights to content and to Ordeyo

Your content remains yours. You allow Ordeyo, for the term of the contract, to store it, copy it, adapt it technically, for example to crop and resize images and convert videos, and to make it publicly available in your shop, in e-mails, in previews and to search engines, as far as Ordeyo needs this. This permission is non-exclusive and free of charge. It ends with the contract, except for backups until they are deleted, for statutory retention and for e-mails already sent.

Ordeyo's software, designs, themes, templates and texts belong to Ordeyo. During the contract you may use them within your plan; you may not use them outside Ordeyo. You may not copy, rebuild or reverse engineer the software unless the law expressly allows it.

Ordeyo names your business as a reference only with your consent. We may use suggestions and feedback about Ordeyo freely, without creating obligations or claims for you.

16. Data and data protection

Ordeyo processes your customers' data on your behalf under the DPA. You are the controller for this data within the meaning of the GDPR. The DPA is part of the contract; you conclude it together with these terms.

Ordeyo processes the data of your account and your users as a controller; the details are in Ordeyo's privacy policy.

You can export your data at any time (section 22). Ordeyo uses data from operations, such as usage and performance data, to operate, secure and bill Ordeyo, to support you and to improve Ordeyo. Ordeyo may derive aggregated, anonymous statistics from it, such as the number of orders or visits across all shops, which identify neither your customers nor, to the outside, your business. Ordeyo does not sell data and does not use your customers' data to send them advertising for Ordeyo or for other restaurants.

17. Fees, invoicing and payment

Fees

You pay the fixed fee of your plan (monthly or yearly), the usage fee for orders, monthly add-ons such as additional locations, and services from accepted offers. The prices shown at purchase or stated in the accepted offer apply. All prices are net prices in euros. Businesses in Austria pay the statutory VAT on top; for businesses in another EU country with a valid VAT number, the tax liability passes to them (reverse charge).

Usage fee

The usage fee is charged for every order that reaches your order list through your shop, also if your customers pay in cash or with your card terminal, and regardless of whether you accept the order. For online payments it arises once the payment is confirmed. The basis is the final amount of the order after discounts, including food, options, delivery fee, VAT and other amounts in the order total, but without deposits and without tips. The rule in force at the time of the order is stored with the order and applies to it permanently.

If an order is rejected, not answered in time or cancelled without having been handed over, the usage fee lapses in full. Successful refunds reduce it. We settle amounts already billed with the next invoice. Test orders are free.

Invoice

Your billing day is the day on which your first paid billing period begins. On each billing day you receive an invoice for the fixed fee and the add-ons for the coming period and the usage fee for the past period. With yearly payment we bill the fixed fee yearly and the usage fee monthly. One-off services from offers we bill separately on acceptance. You receive invoices electronically only, as a PDF by e-mail and in the dashboard; you agree to this. They are due on issue.

You tell us of objections to an invoice in writing within 60 days of receiving it; after that the invoice is deemed approved. You may only set off claims that Ordeyo has acknowledged or that have been established by a court.

SEPA direct debit

Before your first paid period begins, you give Ordeyo a SEPA direct debit mandate (SEPA Core). Ordeyo collects every invoice with it. The invoice announces the debit with its amount and date; the period for this pre-notification is shortened to at least two calendar days. Make sure there are sufficient funds. If you return a justified debit, this counts as late payment, and you reimburse us the bank charges this causes.

If a payment fails

If a debit fails for lack of funds, we retry it once three days later; you can also trigger the payment yourself in the dashboard. From the day we learn of the failure, you have seven days to make the payment; your shop keeps running during this time. After that your shop takes no new orders, and the dashboard stays open for paying and exporting. As soon as the payment arrives, we reopen the shop. If your shop has been closed for 90 days because of unpaid amounts, Ordeyo may terminate the contract without further notice.

In default you owe default interest of 9.2 percentage points above the base rate (§ 456 UGB), a lump sum of 40 euros (§ 458 UGB) and the necessary costs of collection.

Credit and discounts

We set off a credit that Ordeyo grants you against the next invoices, before VAT. It is not paid out and expires 24 months after it was granted, at the latest when the contract ends. Discounts and free periods are only available through an offer or a promotion; the invoice shows the list price and the discount separately.

18. Choosing and changing your plan, offers

You choose and change your plan yourself in the dashboard.

• Immediately effective are a change to a higher plan and a change from monthly to yearly payment. On the day of the change a new, full billing period begins, and that day becomes your new billing day. We deduct the unused part of the current period pro rata by days from the amount we actually charged for it; anything left over becomes credit.
• At renewal take effect a change to a smaller plan and a change from yearly to monthly payment. Until then you can withdraw the change. There is no refund for it.

If after a change you are above a limit of your plan, for example on locations, users or products, Ordeyo deletes or closes nothing; you simply cannot add anything new until you are below the limit again. Add-ons such as additional locations are only available in plans that offer them.

Ordeyo can send you offers, for example with special prices, discounts, free periods or services such as a setup. An offer is non-binding (freibleibend): it binds Ordeyo only once you accept it, and it is valid for 30 days. Only the owner accepts it in the dashboard after signing in again; the contract is concluded with the acceptance. A fixed price applies for at most 24 months; after that the list price applies, which we point out to you 14 days in advance.

19. Changes to prices and plans

Ordeyo may change the list prices and the scope of the plans, for example when costs for operation, staff or service providers, taxes and charges, or Ordeyo's features change. For new customers the change applies immediately. If you pay the list price, we inform you at least 30 days in advance by e-mail and in the dashboard; the change applies to you from the first renewal that is at least 30 days after our notice. We do not raise your prices in the first two months after the contract is concluded. Fixed prices from offers and periods already paid do not change. We pass on reductions in the same way.

If you do not agree with the change, you can cancel free of charge until the renewal. If you do not cancel, the change is deemed accepted. We point this out, and your right to cancel, expressly in the notice.

20. Term and cancellation

The paid contract runs for the chosen billing period and renews each time for the same period unless it is cancelled. With yearly payment we remind you 30 days before the renewal.

The owner can cancel at any time in the dashboard as of the end of the current billing period and withdraw the cancellation until then. Your shop keeps running until the end; we bill and collect the last usage fee afterwards. You can also cancel in writing to support@ordeyo.com.

Ordeyo may cancel with three months' notice as of the end of a billing period and tells you the reason. If Ordeyo cancels in this way, we refund the fixed fee already paid for the time after the contract ends pro rata.

Either party may terminate without notice for good cause. Good cause for Ordeyo exists in particular if, despite being asked, you breach these terms or the law seriously or repeatedly, if you use Ordeyo for fraud or if payments under section 17 remain unpaid. Except in the cases these terms expressly name, fees paid are not refunded.

21. Access by the Ordeyo team

To answer your requests, fix errors, maintain security and check compliance with these terms, Ordeyo staff may open your dashboard in a support session and make changes in it. Consent in each individual case is not required.

Every support session names the person and the reason, lasts at most 60 minutes and is logged with all changes. You see sessions and changes under Settings › Activity. In a support session nobody can connect or disconnect payment accounts, trigger refunds, change the owner's sign-in details, transfer ownership, change users or roles, change your business details or delete anything.

22. Export, switching providers and deletion

Your data

You can take this data of your organization with you:

• menu: categories, products, variants, options, ingredients, prices, tax, allergen and deposit details and translations;
• images and videos in the version in which you uploaded them;
• orders with their items, amounts, payment method and history;
• customers with contact details, consents, notes and attributes;
• invoices that Ordeyo issued in your name, as PDFs and as a list;
• discounts and codes, locations with opening hours and delivery areas, automations, and your shop's legal texts and settings.

We deliver data as CSV or JSON and files in their format; on request we describe the structure and formats. Much of it you export yourself at any time in the dashboard; anything the dashboard does not export itself, we provide on request within 30 days free of charge. Not included are Ordeyo's software, designs and templates and internal operating and security data whose release would endanger our security or trade secrets.

Switching to another provider

If you want to switch to another provider or to your own systems, or only have your data deleted, tell us in writing. The switch begins on the day you name, at the latest two months after your notice. From then on we support you for up to 30 days: your shop keeps running, you receive all data from the list above, and we answer questions about the formats. If you need more time, you can extend this period once by a reasonable time. If the switch is technically not possible within 30 days, we tell you so within 14 working days, with reasons, and name a longer period of at most seven months. Once the switch is complete, the contract ends, and we confirm this to you. We charge no fee for the switch. We refund nothing for a period you have already paid in advance.

End of contract and deletion

After the contract ends, your shop takes no more orders, and the dashboard stays open for reading and exporting for 90 days. We remind you 14 days and 3 days before deletion. After that we delete your organization's data completely; it remains in the backups until they expire, at the latest 70 days after deletion. Data we must keep by law, such as our invoices to you, we delete when the retention period ends. Invoices and orders that you must keep yourself, you export in good time.

23. Liability

Ordeyo is liable without limitation for intent and gross negligence, for harm to life, body and health, and under the Product Liability Act.

For slight negligence, Ordeyo is liable only for typical and foreseeable damage, in total at most up to the fees you paid to Ordeyo in the twelve months before the event causing the damage. For slight negligence, Ordeyo is not liable for lost profit, missed orders and indirect damage.

Ordeyo is not liable for content, details and decisions for which you are responsible, such as prices, allergens, the assignment of tax categories, legal texts and marketing e-mails, even if you use Ordeyo's templates or aids for them, nor for disruptions of third-party services under section 5, in each case except for intent or gross negligence on Ordeyo's part.

Claims against Ordeyo must be brought in court within one year of knowing of the damage and the party causing it, except in cases of intent, gross negligence and personal injury.

24. Indemnity

If third parties, such as your customers, rights holders or authorities, bring claims against Ordeyo because you or your users breached laws, the rights of others or these terms, you hold Ordeyo harmless (schad- und klaglos), including reasonable costs of legal defence. This does not apply where you are not responsible for the breach.

Likewise Ordeyo holds you harmless if third parties bring claims against you because Ordeyo's software, used in accordance with the contract, infringes their intellectual property rights.

The party that wants to be held harmless informs the other party of the claim without delay and coordinates the defence with it.

25. Confidentiality

Each party treats non-public information of the other party that it receives through the contract as confidential and uses it only for the contract. This does not apply to information that is or becomes public without a breach of contract, that a party lawfully receives from third parties or that it must disclose by law or by order. The obligation continues for three years after the contract ends.

26. Changes to these terms and the DPA

Ordeyo may change these terms and the DPA for the future if

• laws, case law or regulatory requirements change,
• the security or operation of Ordeyo requires it,
• Ordeyo adds, replaces or removes features or changes service providers, or
• a provision is unclear or has a gap.

Ordeyo changes prices and the scope of your plan only under section 19. We send the new version to the owner by e-mail at least 30 days before it takes effect and publish it. The e-mail names the main changes and the day the version takes effect.

If you do not agree with the new version, you can cancel the contract free of charge as of that day until the day before it takes effect. If you do not cancel, the new version is deemed accepted. We point this out, and your right to cancel, expressly in the e-mail. If you cancel for this reason, we refund the fixed fee already paid for the time after the contract ends pro rata. Continuing under the old terms is not possible.

If a law, a court or an authority requires a change, or if it is urgently needed for security, it may apply sooner; we inform you as early as possible.

27. Notices

We write to you at the owner's e-mail address and in the dashboard; invoices also go to a billing address if you give one. Keep the address up to date. An e-mail counts as received when it can be retrieved at this address.

You can reach us at support@ordeyo.com (support and cancellation), billing@ordeyo.com (invoices and payments), legal@ordeyo.com (legal declarations), privacy@ordeyo.com (data protection), abuse@ordeyo.com (reports of content) and security@ordeyo.com (security vulnerabilities). Declarations under these terms may be made in writing.

28. Transfer of the contract

Erhan Bulut is founding a limited liability company (Gesellschaft mit beschränkter Haftung) based in Austria to operate Ordeyo. Ordeyo may transfer the contract with all rights and obligations to this company; you consent to this now. We inform you at least 30 days in advance with the company's name, company register number and address; you can cancel free of charge as of the day of the transfer. With the transfer the company takes Ordeyo's place, and your SEPA direct debit mandate passes to it where possible; otherwise we ask you for a new mandate.

You may transfer the contract only with our consent, for example if you sell your restaurant. We do not refuse it without an objective reason.

29. Final provisions

Austrian law applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. The place of performance is Vienna. The place of jurisdiction is the court with subject-matter jurisdiction for Wien Innere Stadt; Ordeyo may also sue you at your general place of jurisdiction.

The German text is binding; translations are for understanding.

If a provision is invalid, the others remain valid. It is replaced by a valid provision that comes closest to the purpose of the invalid one.

Provisions that by their nature have effect beyond the end of the contract continue to apply, in particular on unpaid fees, export and deletion, liability, indemnity, confidentiality and jurisdiction.

Side agreements apply only if they are made in writing.