Service Agreement for Stores

1. The parties

Aequus Ventures SRL, Via Londra 14/B, 07026 Olbia (SS), Italy, VAT number IT03075070908 (“Aequus”), and the store that signs the offer (“the store”), acting in the course of its business.

2. The contract documents

The agreement is made of these documents; where they differ, the first in the list prevails:

• the offer accepted and signed by the store (price, term, any special conditions);
• the data processing agreement, on data protection;
• this agreement;
• the terms of service.

3. The service

• An assistant that answers the store's customers on WhatsApp and in the chat on the store's website, helps them find products in the store's catalog, builds the cart and passes the order to the store.
• The portal (groceryai.ai/app), where the store sets up and manages the assistant: catalog, deliveries, where to receive orders, people and roles, conversations, API keys and webhooks.
• Support from Aequus by email, at hello@groceryai.ai, on business days.

The assistant uses the data the store provides: prices, totals and delivery slots come from the store’s systems. It does not sell in its own name: the order is between the store and its customer, and the store checks and fulfils it. Replies are written by an artificial intelligence model and may contain errors. In the first message of every conversation the assistant says it is an AI assistant and where to read the store’s terms and privacy notice (Art. 50 of Regulation (EU) 2024/1689).

4. What the store does

• Provides correct and up-to-date data (catalog, prices, delivery areas and slots) and has the right to use it.
• Checks orders before fulfilling them.
• Informs its customers about the processing of their data (Art. 13 GDPR), with a notice published at the address the assistant gives in its first message: for that data the store is the controller.
• Complies with the WhatsApp Business and Meta policies and with commerce, pricing and consumer protection law.
• Keeps portal access and API keys safe, gives roles to the right people and tells Aequus at once about any unauthorized use.
• Does not present the assistant to customers as a person.
• Sends promotional messages only to customers who have consented to them (Art. 130 of the Italian Privacy Code) and within the WhatsApp policies; does not use the service to send unsolicited communications or unlawful content.

5. What Aequus does

• Provides the service with professional diligence and improves it over time.
• Protects the data with the measures described on the security page and processes it under the data processing agreement.
• Notifies the store by email at least 30 days before changes that materially affect what the store uses, except those required by law, by security or by a provider (for example WhatsApp), which it communicates as soon as it can.

6. Availability

Aequus does its best to keep the service always available, but does not guarantee an availability percentage unless the offer provides one. The service may stop for maintenance, for failures of Aequus or its providers (for example WhatsApp or the model provider) or for causes beyond its control.

7. Price and payment

The price, billing period and payment method are those of the accepted offer. Amounts are net of VAT. If a payment is more than 15 days overdue, Aequus may suspend the service after an email notice with at least 7 days’ warning; it reactivates it as soon as it receives the payment.

8. The founding store

Stores that join the “founding store” program pay: €120 per month for each point of sale, plus 2% of the total paid by the customer on orders placed through GroceryAI; no monthly minimum; the price does not change for the first 12 months; the first month is free. Amounts are net of VAT. The other clauses of this agreement also apply to them.

9. Ownership

The software, the text templates and the GroceryAI brand belong to Aequus; the store may use them for the term of the agreement and only for the service. The data of the store and of its customers remains the store’s: Aequus uses it only to provide the service. Aequus may use anonymous, aggregated data on how the service runs (times, costs, errors), which does not identify the store or its customers, to operate and improve it.

10. Confidentiality

Each party keeps confidential the non-public information of the other that it receives under the agreement, during the agreement and for 3 years after it ends, except what the law requires to be disclosed.

11. Data protection

For the data of the store’s customers the store is the controller and Aequus the processor (Art. 28 GDPR), under the data processing agreement. For the data of the store’s people who use the portal, the privacy policy applies.

12. Liability

Aequus is not liable for indirect damages (for example lost profits), nor for damages caused by wrong data provided by the store, by orders fulfilled without the store’s check or by outages of providers beyond its control. Otherwise, Aequus’s liability is limited to the amount paid by the store in the 12 months before the event. These limits do not apply to willful misconduct and gross negligence (Art. 1229 of the Italian Civil Code) or to breaches of the data processing agreement, where Art. 82 GDPR and the law apply.

13. Term and termination

The agreement lasts as long as the offer says; if the offer does not say, it is open-ended. Either party may terminate with 30 days’ written notice; the store can also do so by closing its account from the portal. Either party may terminate the agreement if the other breaches a material obligation and does not remedy it within 15 days of written notice. Aequus may suspend the service at once if it is used in breach of the law or of the WhatsApp policies, or to protect customers, the store or the service, notifying the store as soon as possible.

14. At the end of the agreement

The store can download its data as described in the data processing agreement (section 10); then the data is deleted. Fees already accrued remain due.

15. Notices

Notices between the parties are given by email: for Aequus to hello@groceryai.ai, for the store to the address of the account owner in the portal.

16. Governing law and jurisdiction

The agreement is governed by Italian law. The court of the place where Aequus Ventures SRL has its registered office has exclusive jurisdiction over disputes.

17. Specific approval

Under Articles 1341 and 1342 of the Italian Civil Code, the store specifically approves, with a signature separate from that of the agreement, clauses 5 (changes to the service), 6 (availability), 7 (suspension for non-payment), 12 (limitation of liability), 13 (termination and suspension) and 16 (exclusive jurisdiction). This approval is given by handwritten signature or by digital or other qualified or advanced electronic signature: ticking a box on a web page is not enough.