Legal document

Terms and conditions of service

Last updated: 20 October 2026 · Version 2.0

This is a translation for convenience. In case of discrepancy, the Italian version prevails.

1. Parties and definitions

These terms govern the contract between Vito Vecchio, who provides the service under the NDEFY brand (registered address [address to be added], VAT no. [to be added], email info@ndefy.com, “NDEFY”), and the professional or business that activates the service (“Client”).

• Service: the NDEFY platform available at app.ndefy.com, with the modules listed in the quote.
• Quote: the offer accepted by the Client, stating modules, limits (locations, tags, menus, users), price and duration.
• Guest: a person who uses the Client's public pages (menu, orders, deliveries, bookings, requests, chat).
• Client content: texts, images, prices, menus, translations, messages and data entered by the Client or its staff.

The Client declares that it acts in the course of its business or profession: the consumer protections of the Italian Consumer Code do not apply to this contract.

2. Scope of the service

NDEFY provides, as software-as-a-service, tools to: link NFC tags and QR codes to content that can be updated; publish pages, digital menus and their translations; receive table orders and, if the Client switches it on, orders for home delivery; manage bookings, guest requests, the floor map, stock and sales reports; register customers in a loyalty programme; communicate with guests through WhatsApp Business; receive online payments through Stripe. The modules actually included are those in the Quote.

NDEFY is a technology provider: it does not sell products to Guests, does not make deliveries, is not a party to contracts between Client and Guests and does not act as a commercial intermediary.

3. Formation of the contract

The contract is formed when the Client accepts the Quote (in writing, by email or in the app) and NDEFY activates the account. These terms and the privacy policy form part of the contract; if they conflict, the Quote prevails. Any trial period or pilot programme is free unless agreed otherwise and may be ended by either party at any time.

4. Account and security

• The Client designates an account owner and may invite its staff, assigning roles and locations. It is responsible for the actions taken by the accounts it creates.
• Sign-in uses one-time codes sent by email: the Client keeps the mailboxes it uses secure and tells NDEFY immediately of any unauthorised use.
• The information provided must be true and up to date, in particular tax details.

5. Prices, invoicing and payment

• Price, billing period and payment method are stated in the Quote; amounts are exclusive of VAT unless stated otherwise.
• Exceeding the Quote's limits does not trigger automatic charges: new resources are blocked until the parties agree an update.
• Late payments bear the default interest set by Italian Legislative Decree 231/2002; if a reminder goes unanswered for 15 days NDEFY may suspend the Service (section 16).
• Stripe fees on Guests' payments are borne by the Client under Stripe's terms; any NDEFY fees are stated in the Quote.

6. Client content

• The Client is solely responsible for Client content and warrants that it holds the rights to it (including photos and logos) and that it is lawful, truthful and up to date.
• In particular the Client is responsible for the allergen and food information required by Regulation (EU) 1169/2011 and national law, for the prices shown and for the mandatory information owed to Guests. The digital menu does not replace the information duties that apply on the premises.
• The Client grants NDEFY a non-exclusive, royalty-free licence to host, reproduce, adapt (for example resize photos or translate texts on request) and display Client content solely to provide the Service.
• NDEFY may remove or hide content that is manifestly unlawful or reported by the authorities, informing the Client.

7. Guests' orders, deliveries and payments

• Sale and food-service contracts are formed between Client and Guest. The Client decides which orders to accept, prices, times, any delivery fee and minimum order, and handles complaints, returns and refunds.
• Home delivery is optional and is switched on only by the Client's choice; the Client carries it out with its own means or third parties it appoints, complying with food hygiene rules, rules on the sale of alcohol and transport safety. NDEFY transmits the order and delivery details but does not make or guarantee the delivery.
• Online payments are processed by Stripe through a Stripe Connect account in the Client's name; the Client accepts Stripe's terms. NDEFY does not hold funds. Automatic refunds cover only card payments made in the app; cash and POS are handled by the Client.
• The Client is responsible for issuing the correct tax documents (receipt or invoice) for its sales: NDEFY is not a certified cash register.

8. Automatic translations

The Service lets the Client translate menus and pages into several languages, including with artificial intelligence tools. Automatic translations may contain errors: the Client checks them, especially for allergens, ingredients and prices, and can edit them at any time. On public pages allergens are always also shown with the reference number of Regulation (EU) 1169/2011, and the original text remains available.

9. Loyalty programme and WhatsApp messages

• The Client is the controller of the data of the customers it registers in the loyalty programme and must inform them and, where required, obtain their consent. NDEFY provides a dedicated field to record consent to promotional messages and allows promotional sends only to contacts with recorded consent.
• Rewards, rules and duration of the loyalty programme are decided and honoured by the Client, which communicates them to its customers. If the programme is a prize promotion under Italian law, the Client complies with Presidential Decree 430/2001.
• Using WhatsApp requires the Client's own WhatsApp Business account and compliance with Meta's terms and commerce policies. Messages sent outside the 24-hour window must use templates approved by Meta; any conversation charges set by Meta are borne by the Client.
• Sending spam, messages to people who have not consented or have withdrawn consent, or misleading content is forbidden. NDEFY is not liable if Meta blocks the number because of the Client's breaches.

10. Acceptable use

The Client must not: use the Service for unlawful activities or for offensive, discriminatory or infringing content; try to access other clients' data or bypass limits and security measures; run unauthorised load or security tests; resell the Service without written agreement; use tags to redirect to fraudulent or harmful sites.

11. Tags and physical materials

Where the Quote provides for it, NDEFY supplies customised NFC tags or cards. The Client approves the artwork proof before printing; after approval, free changes are no longer possible. Manufacturing defects must be reported within 8 days of delivery (Art. 1495 Italian Civil Code). Tag links remain active for the term of the contract; the Client can change their destination at any time.

12. Availability, support and changes to the Service

• NDEFY strives to keep the Service available continuously and with professional diligence, but does not guarantee it will be uninterrupted, for example because of maintenance, updates or provider issues (network, hosting, Stripe, Meta). Significant planned maintenance is announced when possible.
• Support is provided by email at info@ndefy.com on working days, unless different levels are stated in the Quote.
• NDEFY may improve and change the Service's features. If a change substantially reduces a module included in the Quote, the Client may withdraw without penalty and be refunded the part of the price already paid and not used.

13. Intellectual property

The software, the NDEFY brand, graphics and documentation remain the property of NDEFY or its licensors. The Client receives a non-exclusive, non-transferable licence of use limited to the term of the contract. Client content remains the Client's.

14. Warranties and limitation of liability

• The Service is provided with the required professional diligence, as is and with the features described.
• Except for wilful misconduct or gross negligence, and where the law does not allow limitations, NDEFY is not liable for indirect or consequential damage, loss of profit, loss of business or loss of data not caused by its fault, nor for damage arising from Client content, from relations between Client and Guests, from third-party services (Stripe, Meta, Cloudflare, network operators) or from improper use of the Service.
• In any event NDEFY's total liability for each contract year does not exceed the amount paid by the Client for the Service in the 12 months before the event.
• The Client indemnifies NDEFY against third-party claims, including those of Guests and authorities, arising from Client content, sales and deliveries, messages sent without consent or breaches of these terms.

15. Data protection and appointment as processor

For the data of Guests and loyalty programme customers the Client is the controller and, by accepting these terms, appoints NDEFY as its processor under Art. 28 GDPR. NDEFY undertakes to:

• process the data only to provide the Service and on the Client's documented instructions, which are these terms and the settings chosen in the app;
• ensure that authorised persons are bound by confidentiality;
• apply the security measures described in the privacy policy;
• use only the sub-processors listed in the privacy policy, imposing equivalent obligations on them; the Client gives general authorisation to these sub-processors and may object on reasonable grounds to new ones, which NDEFY announces at least 15 days in advance;
• assist the Client in replying to data subjects' requests and in complying with Arts. 32–36 GDPR;
• inform the Client without undue delay, and in any case within 48 hours of discovery, of personal data breaches affecting it;
• on termination, return the data in an exportable format and then delete it, unless retention is required by law;
• make available the information needed to demonstrate compliance with Art. 28 and allow reasonable audits, agreed with at least 30 days' notice and at the Client's expense.

Categories of data subjects: Guests, loyalty programme customers, the Client's staff. Categories of data: contact details, orders, deliveries, bookings, preferences, messages, consents. The Service is not designed for special categories of data (Art. 9 GDPR): the Client avoids entering them in free-text notes, except allergy information that a Guest chooses to share for their own order.

16. Term, withdrawal and suspension

• The contract lasts for the period stated in the Quote. If the Quote provides for renewal, it renews for an equal period unless notice is sent by email at least 30 days before expiry.
• Where there is no minimum term, either party may withdraw with 30 days' notice by email.
• NDEFY may suspend the Service, with notice where possible, for non-payment, unlawful use, security risks or at the request of authorities; the suspension ends as soon as its cause ceases.
• Either party may terminate the contract under Art. 1456 Italian Civil Code for a serious breach of sections 5, 6, 9, 10 or 15 not remedied within 15 days of written notice.

17. Effects of termination

On termination the Client can export its data for 90 days (for example the sales report as CSV and the customer list); the data is then deleted, except what must be kept by law. Tag links stop leading to the Client's content and show a “service unavailable” page. Sections 6, 13, 14, 15 and 19 survive termination.

18. Changes to the terms and final provisions

• NDEFY may change these terms for technical, legal or service reasons, notifying the Client by email or in the app at least 30 days in advance. If the Client does not accept the changes it may withdraw without penalty before they take effect.
• The Client may not assign the contract without NDEFY's written consent. NDEFY may assign it to a company taking over the business, informing the Client.
• If a clause is invalid the others remain unaffected. Tolerating a breach does not amount to a waiver.
• Notices are given by email to the addresses provided by the parties or through the app.

19. Governing law and jurisdiction

The contract is governed by Italian law. The Court of [city of the registered address, to be added] has exclusive jurisdiction over any dispute.

Specific approval

Under Arts. 1341 and 1342 of the Italian Civil Code the Client specifically approves the following clauses: 5 (suspension for non-payment), 6 (liability for content), 7 (exclusion of liability for sales, deliveries and payments), 9 (loyalty and WhatsApp), 12 (availability and changes), 14 (limitation of liability and indemnity), 16 (renewal, withdrawal, suspension and express termination clause), 18 (changes to the terms and assignment), 19 (exclusive jurisdiction).

These terms are to be read together with the privacy and cookie policy.