Terms of Service

1. Introduction and Acceptance of Terms

These Terms of Service (the “Terms”) govern access to and use of the Supy platform, including all related software, mobile applications, websites, dashboards, integrations, analytics tools, and services made available by Supy (collectively, the “Platform” or the “Services”).

The Platform is owned and operated by Supy Inc., a company incorporated in the British Virgin Island (BVI) (“Supy”, “we”, “us”, or “our”).

The Services are designed to assist food and beverage businesses in digitizing and managing their back-of-house operations, including procurement, supplier management, recipe management, inventory tracking, sales recording, reporting, analytics, and related operational functions.

By accessing or using the Supy website, the individual accessing the website (“User” or “you”) agrees to comply with these Terms. Where access to the Platform is provided pursuant to a subscription agreement, order form, or other commercial agreement entered into with Supy, the term “Client” refers to the legal entity that has subscribed to the Services.

Employees, contractors, or agents of the Client who are authorized to access the Platform through login credentials are referred to in these Terms as “Authorized Users”.

Certain provisions of these Terms apply to all Users of the website, while other provisions apply only to Clients and their Authorized Users who access the Platform through a registered account.

If you are accessing or using the Services on behalf of a company, restaurant group, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. In such case, the terms “Client”, “Customer”, or “you” shall refer to that entity.

If you do not agree to these Terms, you must not access or use the Services.

2. Description of Services

Supy provides a cloud-based software platform offered on a software-as-a-service (“SaaS”) basis that enables restaurants, food service operators, and related businesses to manage and digitize operational processes relating to their back-of-house activities.

The Services may include, without limitation:

  • supplier and purchasing management
  • purchase order creation and tracking
  • supplier invoice recording and reconciliation
  • menu and recipe management
  • inventory management and stock counts
  • waste tracking and cost monitoring
  • sales recording and operational analytics
  • reporting dashboards and operational insights
  • integrations with third-party systems including POS or accounting software
  • mobile application access for operational tasks

Supy may modify, enhance, update, or discontinue certain features of the Services from time to time in order to improve functionality, performance, or security.

3. Eligibility

The Services are intended solely for use by businesses and legal entities operating in the food and beverage or related industries. By accessing or using the Services, you represent and warrant that:

  1. you have the legal capacity to enter into binding agreements under applicable law; and
  2. if you are accessing or using the Services on behalf of a company, restaurant group, or other legal entity, you are duly authorized to bind such entity to these Terms and to act on its behalf.

The Client shall be solely responsible for ensuring that all employees, contractors, agents, or other individuals granted access to the Platform (“Authorized Users”) comply with these Terms. Supy reserves the right to suspend or terminate access to the Services if it reasonably believes that the eligibility requirements set out in this Section are not satisfied.

4. Corporate Use

The Services are intended for use by business entities and organizations.

If you access or use the Services on behalf of a company, restaurant group, or other legal entity, you represent and warrant that you have the full legal authority to bind such entity to these Terms and to act on its behalf in connection with the use of the Services.

In such case, the terms “Client”, “Customer”, or “you” shall refer to that legal entity, and such entity shall be fully responsible for all activities conducted through its accounts, including those performed by its employees, contractors, agents, or other authorized Users.

The Client shall ensure that all authorized Users comply with these Terms and shall remain liable for any breach of these Terms by such Users.

5. License

The provisions of this Section apply only to Clients and their Authorized Users who access the Platform through registered accounts.

Subject to the Client’s compliance with these Terms and the payment of all applicable fees, Supy grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable subscription term to access and use the Platform and Services solely for the Client’s internal business operations.

The Services are provided on a software-as-a-service (SaaS) basis. No ownership rights in the Platform, software, or underlying technology are transferred to the Client under these Terms.

Except as expressly permitted under these Terms, the Client shall not, and shall not permit any third party to:

  1. copy, reproduce, modify, translate, or create derivative works of the Platform or any part thereof;
  2. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Platform;
  3. sell, resell, sublicense, lease, distribute, or otherwise make the Services available to any third party;
  4. access the Services in order to build a competing product or service; or
  5. remove, alter, or obscure any proprietary notices contained in the Platform.

All rights not expressly granted to the Client under these Terms are reserved by Supy and its licensors.

6. User Account and Security

The provisions of this Section apply only to Clients and their Authorized Users who access the Platform through registered accounts.

In order to access and use the Platform, once the Client has signed the agreements, Supy will create one or more user accounts (“Accounts”) for its Authorized Users. Account registration may require the submission of certain information, including but not limited to a registered email address, mobile phone number, or other identifying information (“Account Information”). Supy may approve, reject, or limit account creation at its discretion where necessary for operational or security reasons.

The Client may permit its employees, contractors, or agents to access the Platform as authorized users (“Authorized Users”). The Client is responsible for managing Authorized User access rights and ensuring that all Authorized Users comply with these Terms. The Client shall remain fully responsible for all activities conducted through its Accounts.

The Client represents and warrants that all Account Information provided in connection with the creation and maintenance of any Account is accurate, complete, and current. The Client agrees to promptly update such information as necessary to maintain its accuracy.

Access to the Platform is provided through login credentials issued to Authorized Users. The Client is responsible for maintaining the confidentiality of login credentials and for ensuring that access to the Platform is restricted to Authorized Users only. The Client shall be responsible for all activities conducted through its Accounts, whether authorized or unauthorized. The Client shall promptly notify Supy of any suspected unauthorized access, misuse, or security breach relating to its Accounts.

Supy shall implement commercially reasonable administrative, technical, and organizational measures designed to protect the security and integrity of the Platform and Client Data. Supy shall not be responsible for unauthorized access resulting from the Client’s failure to safeguard login credentials, devices, or internal systems.

Where login access is provided through third-party authentication providers (such as single sign-on services), the Client and its Authorized Users acknowledge that such authentication may be subject to the terms and conditions of those third-party providers.

The following technical authentication parameters applicable to Platform login should be confirmed and completed by Supy:

  1. authentication method used (OTP on email and phone + single sign-on services);
  2. monitoring and audit logging of login activity.

7. User Obligations

The provisions of this Section apply only to Clients and their Authorized Users who access the Platform through registered accounts.

The Client is responsible for ensuring that all data entered into the Platform by the Client or its Authorized Users is accurate, complete, and kept reasonably up to date.

Without limiting the generality of the foregoing, the Client shall use reasonable efforts to ensure the accuracy of operational data entered into the Platform, including but not limited to:

  1. supplier lists and supplier information;
  2. product names and product pricing;
  3. menu items and related configurations;
  4. recipes and sub-recipes; and
  5. inventory and procurement records.

The Client acknowledges that the accuracy of reports, analytics, and operational insights generated by the Platform depends on the accuracy of the information entered by the Client and its Authorized Users.

Supy shall not be responsible for any inaccuracies in outputs, reports, or analytics resulting from incorrect, incomplete, or outdated data provided by the Client or its Authorized Users.

8. Acceptable Use

The User or the Client and its Authorized Users shall not:

  1. access or use the Platform in violation of applicable laws or regulations;
  2. attempt to gain unauthorized access to the Platform, other customer accounts, or related systems or networks;
  3. interfere with or disrupt the integrity, performance, or security of the Platform;
  4. upload or transmit viruses, malicious code, or other harmful materials;
  5. use the Platform to develop, benchmark, or operate a competing product or service;
  6. circumvent any usage limits, security mechanisms, or access controls implemented by Supy.

9. Demo Requests and Product Demonstrations

Supy may allow prospective customers to request a product demonstration of the Platform through the Supy website or other communication channels.

To request a demonstration, the User must complete and submit the demo request form available on the Supy website by providing the required information, which may include, without limitation:

  1. email address;
  2. first and last name;
  3. phone number;
  4. country;
  5. company name;
  6. number of business locations; and
  7. any other information requested in the form.

By completing and submitting the demo request form, the User represents and warrants that the information provided is accurate and that they are authorized to request information about the Services on behalf of the relevant organization.

Submission of the form constitutes a request for Supy to contact the User for the purpose of scheduling and conducting a product demonstration and discussing the Services.

Supy may review the submitted information and contact the User to schedule the demonstration. Supy does not guarantee that all demo requests will result in a scheduled demonstration and reserves the right to decline or cancel demo requests at its discretion.

Product demonstrations are provided solely for informational and evaluation purposes. Any functionality, data, or results shown during a demonstration may differ from those available in the production version of the Platform.

10. Fees and Subscription

The provisions of this Section apply only to Clients and their Authorized Users who access the Platform through registered accounts.

Access to the Services is provided on a subscription basis and is subject to the payment of applicable fees as set out in the relevant order form, service agreement, or subscription plan agreed between Supy and the Client (the “Subscription Fees”).

Unless otherwise agreed in writing:

  1. Subscription Fees are payable in advance for the applicable billing period;
  2. all fees are non-refundable except as expressly stated in these Terms or in a separate written agreement between the Parties; and
  3. all fees are exclusive of any applicable taxes, duties, or governmental charges, which shall be the responsibility of the Client.

Supy reserves the right to update its pricing or subscription structure from time to time. Any changes to Subscription Fees applicable to an existing Client shall take effect only upon renewal of the applicable subscription term, unless otherwise agreed in writing.

Supy reserves the right to suspend access to the Services if undisputed Subscription Fees remain unpaid after written notice.

11. Data Collection and Use

11.1 Client Data and User Information

In order to provide and operate the Services, Supy may collect and process certain information relating to the Client and its Authorized Users (“User Information”) as well as operational data entered into the Platform (“Client Data”).

User Information may include, without limitation:

  1. User names;
  2. email addresses;
  3. mobile phone numbers; and
  4. the name and details of the organization using the Services.

Client Data may include, without limitation:

  1. supplier information;
  2. product names and pricing data;
  3. purchasing and order quantities;
  4. recipes and sub-recipes;
  5. menu items;
  6. inventory records; and
  7. sales and operational data entered into the Platform.

If the Client does not provide the information reasonably required to operate the Platform, Supy may be unable to provide certain Services or functionalities.

11.2 Use of Information

Supy may use User Information and Client Data for the following purposes:

  1. providing, operating, and maintaining the Platform and Services;
  2. creating and managing Client accounts;
  3. providing customer support and responding to inquiries;
  4. delivering administrative communications relating to the Services;
  5. improving the functionality, reliability, and performance of the Platform; and
  6. complying with applicable legal or regulatory obligations.

The processing of personal data is further governed by Supy’s Privacy Policy.

11.3 Aggregated and Anonymized Data

Supy may collect and generate anonymized and aggregated data derived from the use of the Platform, including usage statistics, performance metrics, and system configuration information (“Aggregated Data”).

Aggregated Data shall not identify the Client, its Authorized Users, or any specific business information. Supy may use such Aggregated Data for analytics, benchmarking, service improvements, product development, and other lawful business purposes.

12. Third-Party Integrations

The Platform may integrate with or enable access to third-party systems, software, or services, including but not limited to point-of-sale (POS) systems, accounting platforms, enterprise resource planning (ERP) systems, payment providers, and other operational tools (“Third-Party Services”).

Such integrations may require the Client to maintain active accounts with the relevant third-party providers and may be subject to the terms and conditions of those providers.

Supy does not control and is not responsible for the availability, functionality, security, or performance of any Third-Party Services.

The Client acknowledges that the use of Third-Party Services is at the Client’s own risk and subject to the applicable third-party terms.

Supy shall not be responsible for any data loss, operational interruption, or other issues caused by Third-Party Services.

13. Artificial Intelligence and Automated Features

Certain features of the Platform may use artificial intelligence, machine learning, or automated processing technologies to extract, process, analyze, or generate operational insights based on Client Data.

Such features may include, without limitation, invoice data extraction, cost forecasting, anomaly detection, reporting insights, and other operational recommendations.

The Client acknowledges that automated outputs are generated based on available data and algorithms and may not always be complete or error-free.

Supy does not guarantee the accuracy of automated outputs and the Client remains responsible for reviewing and validating any operational or financial decisions based on such outputs.

14. Service Availability

Supy will use commercially reasonable efforts to ensure that the Platform is available and operational.

The Client acknowledges that temporary interruptions may occur due to:

  1. scheduled maintenance;
  2. emergency maintenance;
  3. updates or upgrades to the Platform;
  4. failures of third-party infrastructure or services; or
  5. circumstances beyond Supy’s reasonable control.

Where reasonably practicable, Supy will provide advance notice of scheduled maintenance that may materially affect the availability of the Services.

15. Term and Termination

15.1 Term

These Terms shall remain in effect for the duration of the Client’s subscription to the Services, unless terminated earlier in accordance with this Section.

15.2 Termination for Convenience

Either Party may terminate the Services or the applicable subscription agreement upon one hundred and eighty (180) days’ prior written notice to the other Party.

15.3 Termination for Breach

Either Party may terminate this Agreement with immediate effect if the other Party materially breaches any of its obligations under these Terms and fails to cure such breach within thirty (30) days after receiving written notice describing the breach.

15.4 Suspension or Termination by Supy

Supy may suspend or terminate access to the Services immediately if:

  1. the Client fails to pay any undisputed fees when due;
  2. the Client or its Authorized Users use the Platform in violation of these Terms or applicable law;
  3. the Client’s use of the Services poses a security risk to the Platform or other Users; or
  4. such suspension or termination is required by law or regulatory authority.

15.5 Effect of Termination

Upon termination or expiration of the Services:

  1. the Client’s right to access and use the Platform shall immediately cease;
  2. the Client shall remain responsible for payment of any outstanding fees accrued prior to termination; and
  3. Supy shall provide the Client with a reasonable opportunity, for a period of thirty (30) days following termination, to export Client Data from the Platform, after which Supy may delete such data in accordance with its data retention policies.

16. Confidential Information

16.1 Definition

For the purposes of these Terms, “Confidential Information” means any non-public, proprietary, or commercially sensitive information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally, electronically, or in writing, including but not limited to business information, technical information, operational data, recipes, supplier information, pricing data, product lists, inventory data, financial information, software, trade secrets, and any Client Data.

16.2 Confidentiality Obligations

The Receiving Party agrees to:

  1. keep all Confidential Information strictly confidential;
  2. use Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms; and
  3. not disclose such Confidential Information to any third party except to its employees, contractors, or advisors who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those contained herein.

16.3 Exclusions

Confidential Information shall not include information that:

  1. is or becomes publicly available through no fault of the Receiving Party;
  2. was lawfully known to the Receiving Party prior to disclosure;
  3. is lawfully obtained from a third party without breach of any confidentiality obligation; or
  4. is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

16.4 Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that, where legally permitted, the Receiving Party gives the Disclosing Party prior written notice of such disclosure and reasonably cooperates with the Disclosing Party in seeking protective measures.

16.5 Ownership

All Confidential Information shall remain the sole property of the Disclosing Party. Nothing in these Terms shall grant the Receiving Party any rights to the Confidential Information except as expressly permitted under these Terms.

17. Data Retention

Supy retains User Information and Client Data only for as long as necessary to provide the Services, fulfill the purposes described in these Terms, and comply with applicable legal, regulatory, accounting, or reporting obligations.

During the term of the Services, Supy will retain Client Data and User Information for the purpose of operating, maintaining, and supporting the Platform and the Client’s use of the Services.

Following termination or expiration of the Services, Supy may retain certain User Information and limited Client Data for a reasonable period of time where necessary to:

  1. comply with applicable laws or regulatory obligations;
  2. resolve disputes or enforce contractual rights;
  3. detect or prevent fraud, abuse, or security incidents;
  4. maintain internal records and audit trails; or
  5. comply with legitimate business and operational requirements.

Where data retention is no longer required for these purposes, Supy will securely delete or anonymize the relevant information in accordance with its internal data retention and security policies.

18. Information Security

Supy implements commercially reasonable administrative, technical, and organizational measures designed to protect the security, confidentiality, and integrity of User Information and Client Data stored within the Platform.

Such measures are intended to protect information against unauthorized access, loss, misuse, alteration, or disclosure and may include, without limitation, secure hosting environments, access controls, network protection systems, and other industry-standard security practices.

Supy shall treat User Information and Client Data as confidential information and shall not disclose such information to other Users or third parties except as permitted under these Terms, the Privacy Policy, or as required by applicable law.

Notwithstanding the foregoing, the Client acknowledges that no method of transmission over the internet or electronic storage system can be guaranteed to be completely secure. While Supy takes reasonable steps to protect information, Supy does not guarantee that the Platform will be free from unauthorized access, cyber-attacks, or other security breaches beyond its reasonable control.

The Client is responsible for maintaining appropriate internal security measures, including safeguarding account credentials and restricting access to the Platform to authorized personnel only.

19. Security Incident and Data Breach

In the event that Supy becomes aware of a confirmed unauthorized access to, or disclosure of, User Information or Client Data stored within the Platform that materially compromises the security, confidentiality, or integrity of such data (a “Security Incident”), Supy shall take commercially reasonable steps to investigate, contain, and mitigate the impact of the Security Incident.

Where required under applicable law, Supy shall notify the affected Client without undue delay after becoming aware of the Security Incident and after assessing its scope and impact. Such notification may include, to the extent reasonably available at the time:

  1. a description of the nature of the Security Incident;
  2. the categories of data affected;
  3. the measures taken or proposed to address the Security Incident; and
  4. recommendations, where appropriate, to help the Client mitigate potential adverse effects.

Supy may also cooperate with law enforcement authorities or regulatory bodies where required by law.

Notifications relating to Security Incidents may be delivered through the Client’s registered email address or other reasonable communication channels.

20. Intellectual Property

20.1 Ownership of the Platform

Supy and its licensors retain all right, title, and interest in and to the Platform and Services, including all software, source code, algorithms, designs, User interfaces, documentation, technology, databases, and all related intellectual property rights.

Nothing in these Terms grants the Client any ownership rights in the Platform or Services. The Client is granted only the limited license expressly set out in these Terms.

20.2 Client Data

All Client Data entered into or generated through the Platform remains the property of the Client. Supy shall not acquire any ownership rights over Client Data by virtue of providing the Services.

20.3 Trademarks

“Supy”, the Supy logo, and all related names, logos, product names, service names, designs, and slogans are trademarks or registered trademarks of Supy (the “Supy Marks”).

Except as expressly permitted in writing by Supy, the Client shall not use, reproduce, display, or distribute the Supy Marks.

Likewise, nothing in these Terms grants Supy any ownership rights in the Client’s trademarks, brand names, logos, or other proprietary identifiers (the “Client Marks”). Any goodwill arising from the use of each Party’s trademarks shall inure solely to the benefit of the respective owner.

20.4 Platform Content

All content, materials, software, documentation, graphics, designs, and other elements made available through the Platform are protected by copyright, trademark, and other intellectual property laws.

Except as expressly permitted under these Terms, the Client shall not copy, reproduce, distribute, modify, or create derivative works from any part of the Platform or related materials without Supy’s prior written consent.

21. Changes

Supy may update or modify these Terms from time to time to reflect changes in the Services, legal requirements, or business practices.

Where a material change is made to these Terms, Supy will provide reasonable prior notice to the Client, which may be provided through email, through the Platform, or by other reasonable communication methods.

Unless otherwise required by law or agreed in writing, updated Terms shall become effective on the date specified in the notice. Continued use of the Services after the effective date of the updated Terms shall constitute acceptance of the revised Terms.

No amendment to these Terms requested by the Client shall be effective unless agreed in writing by Supy.

22. Disclaimers and Limitation of Liability

22.1 Disclaimer of Warranties

The Services are provided on an “as is” and “as available” basis.

To the maximum extent permitted by applicable law, Supy and its licensors disclaim all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted or error-free operation of the Services.

Supy does not warrant that the Platform will meet all Client requirements, operate without interruption, or be completely free of errors, bugs, or security vulnerabilities.

22.2 Limitation of Liability

To the maximum extent permitted by law, Supy shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunities, or reputational damage arising out of or related to the use of the Services.

Supy’s total aggregate liability arising out of or relating to these Terms or the Services shall not exceed the total fees paid by the Client to Supy for the Services during the twelve (12) months preceding the event giving rise to the claim.

Nothing in these Terms shall exclude or limit liability for fraud, willful misconduct, or any liability that cannot be excluded under applicable law.

22.3 Client Responsibility for Use of the Services

The Client acknowledges that the Services are operational tools that rely on information entered by the Client and its Authorized Users. Supy shall not be responsible for any decisions, actions, or operational outcomes based on information or analytics generated by the Platform.

The Client remains responsible for maintaining appropriate internal controls, operational checks, and independent verification of critical business data.

22.4 Indemnification

The Client agrees to defend, indemnify, and hold harmless Supy, its affiliates, officers, employees, and licensors from and against any claims, damages, liabilities, losses, and expenses (including reasonable legal fees) arising out of or related to:

  1. the Client’s breach of these Terms;
  2. the Client’s misuse of the Services;
  3. any data, content, or information provided by the Client through the Platform; or
  4. the Client’s violation of applicable laws or the rights of any third party.

23. Force Majeure

Neither Party shall be liable for any delay or failure in performance resulting from events beyond its reasonable control, including but not limited to natural disasters, acts of government, war, terrorism, labor disputes, internet outages, or failures of third-party infrastructure providers.

24. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the United Arab Emirates.

Any dispute arising out of or relating to these Terms or the Services shall be subject to the exclusive jurisdiction of the courts of Dubai, United Arab Emirates.

25. Entire Agreement

These Terms, together with any applicable order forms, subscription agreements, and the Supy Privacy Policy, constitute the entire agreement between the Parties regarding the Services and supersede all prior agreements or understandings relating to the subject matter herein.

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