Terms and conditions for businesses

These terms and conditions (the "Terms") govern the use of the Cooku platform, available at usecooku.com and its subdomains, provided by Cooku, a trade name operated by Victor Leonardo Garza Martínez, an individual acting as a sole proprietor, with an address for notices at Ciudad de México, C.P. 03400, México ("Cooku", "we", "us") to the businesses that subscribe to it (the "Business", "you").

Cooku is not yet incorporated as a company. If a company is formed in the future to operate it, that company will assume all the rights and obligations described in this document, including the role of controller of personal data. We will inform you in advance by email or within the platform, and you will not need to give your consent again for the same purposes.

By checking the acceptance box when creating your account, or by using Cooku, you accept these Terms on behalf of the Business. You represent that you are of legal age and have authority to bind the Business. If you do not agree, do not use Cooku. Acceptance by electronic means has the same validity as a handwritten signature.

The Data Processing Agreement (https://usecooku.com/pa-en/contrato-de-encargo), the Privacy Policy (https://usecooku.com/pa-en/politica-de-privacidad) and the terms of the plan you subscribe to, as shown in your dashboard, form part of these Terms.

Cooku is cloud software to manage orders, digital menus, reservations, events and tickets, cash and cash closings, inventory, customers, promotions, electronic invoicing and communication with customers. The features available depend on the plan you subscribe to and may evolve over time.

• Cooku is a technology provider. It is not a restaurant, does not sell food or beverages and is not a party to the sales you make to your customers.
• Cooku is not a financial institution or a payment processor. Online payments are processed by specialized third parties (see "Online payments").
• Cooku is not a tax authority or an authorized invoicing provider. Electronic invoices are issued through providers authorized by the Dirección General de Ingresos (DGI), Panama's tax authority, in the name and under the responsibility of the Business.
• Cooku is not a delivery platform. If you connect Uber Eats, Rappi, PedidosYa, DiDi Food or others, your relationship with them is governed by your contracts with each of them.

• You must provide true, complete and up-to-date information about the Business and its representative.
• You are responsible for keeping passwords confidential, for the permissions you grant your team and for everything done with your Business's accounts. Remove access for anyone who stops working with you.
• Notify us immediately at hola@usecooku.com if you suspect unauthorized access.
• Each member of your team uses Cooku under your responsibility and must comply with these Terms.

• Plans: Cooku offers a free plan with limited features and paid plans. The current details of each plan are shown in your dashboard before you subscribe.
• Billing: Paid plans are charged in advance, in United States dollars (USD) unless another currency is indicated, for the selected period, and renew automatically until you cancel them. Charges are processed by Stripe using the payment method you register.
• Taxes: Prices do not include taxes unless otherwise indicated; applicable taxes are added to the charge.
• Price changes: We will notify you of any price change at least 30 days in advance. The new price applies from the next renewal; if you do not agree, you may cancel beforehand.
• Non-payment: If a charge fails, we will notify you and you will have a grace period to update your payment method. If payment is still outstanding at the end of the grace period, your account will be moved to the free plan, with its limits, and your information will be kept.
• Cancellation and refunds: You may cancel at any time from your dashboard; cancellation takes effect at the end of the paid period. There are no refunds for partial periods or unused features, unless applicable law provides otherwise.
• Fees for online payments: If you accept online payments from your customers through Cooku, platform fees may apply in addition to those of the payment processor. The current fees are shown in your dashboard before you enable them.

Payment processing services for Businesses on Cooku are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”), available at https://stripe.com/legal/connect-account. By agreeing to these Terms or continuing to operate as a Business on Cooku, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Cooku enabling payment processing services through Stripe, you agree to provide Cooku accurate and complete information about you and your business, and you authorize Cooku to share it and transaction information related to your use of the payment processing services provided by Stripe.

If you use other processors available on Cooku (for example, Powertranz, Tilopay, PagueloFácil or Yappy), your relationship with them is governed by the contracts you enter into with each of them.

Chargebacks, refunds, holds on funds and disputes with your customers are the responsibility of the Business and are resolved under the processor's rules. Cooku is not liable for withheld funds, delayed payouts or processors' decisions.

By using Cooku you agree to:

• Your offering: publish truthful and up-to-date menus, prices, promotions, opening hours and conditions, and comply with applicable consumer protection rules (prices including taxes, receipts, clear cancellation policies).
• Allergens and food safety: the ingredient, allergen and preparation information you publish is yours. Cooku only displays it. You are solely responsible for the safety of your food, for your health permits and for properly handling the allergies your customers tell you about.
• Tax obligations: the tax data you register, the invoices you issue through Cooku and compliance with your obligations before the Dirección General de Ingresos (DGI), Panama's tax authority are your responsibility.
• Your customers' data: you are the controller of your customers' personal data. You must have your own privacy notice, obtain the consents required by law (including express consent for sensitive data such as allergies, and for advertising) and handle their requests. Cooku processes that data on your behalf under the Data Processing Agreement.
• Pixels and measurement: if you enable Meta or Google identifiers on your public pages, you must disclose it in your privacy notice and comply with those companies' policies.
• WhatsApp: if you send WhatsApp messages from Cooku, you must have your customers' consent and comply with the WhatsApp Business policies (https://business.whatsapp.com/policy). Meta may limit or suspend your WhatsApp account for breaching them, without liability for Cooku.
• Your team: your employment and social security obligations to your staff are exclusively yours.

You may not use Cooku to:

• sell illegal products or services, or carry out fraudulent or deceptive activities;
• send unsolicited messages (spam) or communications without the required consent;
• upload content that infringes third-party rights, is offensive or contains malicious software;
• attempt to access other businesses' data, breach security, reverse engineer, scrape data in bulk or overload the platform;
• resell, sublicense or use Cooku to build a competing product without our written authorization.

If you find a vulnerability, report it in good faith to hola@usecooku.com following the rules published at https://usecooku.com/pa-en/seguridad.

The content and data you upload or generate on Cooku (menus, photos, sales, customers) belong to the Business. You grant us a non-exclusive, royalty-free, worldwide license to host, process, reproduce and display them only to the extent necessary to provide the service to you; for example, to publish your digital menu.

We may generate and use aggregated and anonymized information, which does not identify your Business or any person, to operate, improve and develop Cooku and to compile industry statistics.

If you share suggestions or feedback about Cooku with us, we may use them freely to improve the product, without any obligation to compensate you.

The platform, its code, design, trademarks, logos and documentation belong to Cooku or its licensors. We grant you a limited, non-exclusive, non-transferable and revocable license to use Cooku while these Terms are in effect. Nothing in these Terms transfers to you any ownership rights in Cooku.

We make reasonable efforts to keep Cooku available and working properly, but we do not guarantee that it will be free of interruptions or errors. We may carry out maintenance, which we will try to schedule during low-activity hours.

Cooku relies on third-party services (hosting, internet, payment processors, Meta, delivery platforms, invoicing providers) whose failures are beyond our control. We recommend having a fallback procedure to keep operating if you lose connectivity.

The service is provided "as is" and "as available". Features identified as beta, pilot or preview may change or be withdrawn without notice. To the extent permitted by law, we make no implied warranties of merchantability or fitness for a particular purpose.

Integrations with third-party services are governed by each provider's terms. Cooku is not responsible for their acts or omissions, for changes to their services or for the fees they charge you. We may modify or withdraw an integration if the third party changes its terms or stops offering it.

To the maximum extent permitted by applicable law:

• Cooku will not be liable for indirect, incidental, special or consequential damages, or for lost profits, lost sales, customers, reputation or data, even if we have been advised of their possibility.
• Cooku will not be liable for the Business's food, products or services, for the information the Business publishes, or for the acts of third parties, including payment processors, delivery platforms, Meta and invoicing providers.
• Cooku's total liability for any claim related to these Terms or the service will not exceed the amount the Business paid Cooku for the subscription in the 12 months preceding the event giving rise to the claim or, if it uses a free plan, one hundred United States dollars (USD 100).

These limitations do not apply where the law prohibits limiting liability, such as in cases of fraud (willful misconduct) or gross negligence.

The Business agrees to defend, indemnify and hold harmless Cooku, and whoever operates it, from and against any claim, fine, damage or reasonable expense (including attorneys' fees) brought by third parties or authorities arising from: the Business's products, food or services; the content it publishes; breach of these Terms or of the law, including data protection, consumer protection, tax and health regulations; or the use of Cooku by its team.

• By you: you may cancel your subscription and request the deletion of your account at any time.
• Suspension: we may suspend access in whole or in part, with notice where possible, in case of non-payment, breach of these Terms, risk to the security of the platform or other users, or a request from an authority.
• Termination by Cooku: we may terminate these Terms with immediate effect for material breach, or without cause with at least 30 days' notice, in which case we will refund the pro rata portion of the unused paid period.
• Your data upon termination: for 30 days following termination you may request an export of your information. We will then delete it in accordance with the Privacy Policy and the Data Processing Agreement, except for what we must keep by law.

Sections that by their nature should survive (outstanding payments, limitation of liability, indemnification, confidentiality, governing law) will remain in effect after termination.

Each party will keep confidential the other's non-public information that it learns in connection with the service and will use it only to perform these Terms, unless it is public, the receiving party already lawfully knew it, or a competent authority requires its disclosure.

We may modify these Terms. If the change is significant, we will notify you by email or within the platform at least 30 days in advance, and we may ask you to accept them again. If you continue to use Cooku after the effective date, you will be deemed to accept them; if you do not agree, you may cancel before that date.

These Terms are governed by the federal laws of the United Mexican States, without prejudice to the mandatory rules of the Republic of Panama that apply to your Business, such as tax and personal data protection rules. Before initiating any proceeding, the parties will attempt to resolve the dispute in good faith for 30 days from the date one of them gives written notice of it. If it is not resolved, the parties submit to the competent courts of Mexico City, Mexico, and waive any other jurisdiction that may correspond to them by reason of their present or future domicile.

• Entire agreement: these Terms, together with the documents that form part of them, are the entire agreement between the parties regarding their subject matter.
• Severability: if any provision is held invalid, the remaining provisions will remain in effect.
• No waiver: failure to exercise a right does not constitute a waiver of it.
• Assignment: you may not assign these Terms without our consent. Cooku may assign them to a company formed to operate Cooku, or to whoever acquires the business or its assets, with prior notice to you.
• Notices: we will send you notices to the account email or within the platform. You may send us notices at hola@usecooku.com.
• Force majeure: neither party is liable for failures to perform caused by events beyond its reasonable control.

This English version is provided for convenience. In case of any discrepancy, the Spanish version published on this site for your country prevails.