T&Cs for Partner – Enabling

0. PREAMBLE

0.1 Dine In Taste GmbH (hereinafter "getvoila") operates an online platform, which in particular (a) offers end customers the possibility to order gastronomy services and (b) enables the processing of such orders and corresponding payments on www.getgetvoila.com as well as related websites and apps ("Platform"). 

0.2 Private or commercial end customers ("customers") can order services in the area of gastronomy in particular via getvoila. For this purpose, getvoila uses the help of various partners in the internal relationship and purchases the gastronomy services from them in order to resell them to its customers in its own name. In this context, getvoila is interested in also selling the partner's corresponding services to customers as a reseller on the platform. 

0.3 The Partner's catering services may, for example, consist of the preparation and packaging of foodstuffs and goods, which are then made available to customers for final preparation in the form of prepared cooking sets (possibly also including pre-packaged foodstuffs).

0.4 The Partner is a commercial provider of catering services.

 

1. SUBJECT MATTER OF THE CONTRACT

1.1 The subject of this contract is the presentation of the partner's catering services on the platform by getvoila as well as the acceptance of corresponding customer orders directed towards the catering services, in its own name by getvoila. Thereby getvoila concludes contracts with the customers about the gastronomy services in its own name. The separate General Terms and Conditions of getvoila on the platform apply to these contracts with the customers.

1.2 The shipping of goods within the scope of the catering services to the customers is the responsibility of getvoila and is not owed by the partner. getvoila is free to charge the customer a delivery fee for the orders to be delivered.

1.3 The parties do not agree on minimum sales targets and getvoila does not commit to purchase a minimum quantity.

 

2. GENERAL STRUCTURE OF THE COOPERATION 

2.1 getvoila buys and sells the Partner's catering services in its own name and on its own account. getvoila is an independent company and not an employee of the partner, vice versa the partner is not an employee of getvoila. A legal representation of the partner by getvoila does not take place.

2.2 If the partner is contacted by a customer of getvoila regarding an order that is the subject of the contract, the partner shall immediately refer the customer to getvoila and (if legally permissible) forward the customer's communication to getvoila.

2.3 The partner shall not contact getvoila's customers outside of the platform with the purpose of concluding contracts and circumventing the occurrence or assertion of a service fee claim by getvoila. Thus, the partner will only send the customers the marketing materials provided by getvoila and not also the partner's own marketing materials (except for contents of the cooking sets previously agreed upon between the parties, such as menus, goodies, etc.). In the event that the partner violates this section 2.3, getvoila is entitled, at its own discretion, (a) to block the contractual services after prior notice or to remove the partner from the platform and/or (b) to terminate the contract for good cause with immediate effect. 

2.4 The partner assures to publish a total of two social media postings per month in relation to getvoila including links to getvoila - coordinated in advance with the responsible getvoila employees - via the partner's channels. In doing so, the partner will observe the relevant law, in particular the regulations of competition law, and mark commercial advertising as such. 

2.5 getvoila is entitled to use third parties to fulfill its tasks. In doing so, however, getvoila shall ensure that the obligations incumbent upon it are also complied with by third parties.

 

3. ORDER PROCESSING  

3.1 The partner shall inform getvoila in advance in text form for each of the next three calendar months how many orders of its catering services by customers (for capacity reasons) will be possible in the respective months. This notification by the partner is considered an offer to conclude corresponding contracts regarding the catering services to getvoila. If a customer places an order with getvoila via the platform (or in any other way) that relates to catering services that getvoila obtains from the partner, the partner receives a corresponding notification from getvoila (usually by e-mail). This notification is considered as acceptance of the offer already made by the partner for conclusion of the contract with regard to the communicated catering services. Upon receipt of this declaration of acceptance by getvoila by the partner, the contract between the parties regarding the ordered catering services comes into effect. getvoila then sends its own order confirmation to the customer, whereby the contract between getvoila and the customer comes into effect.   

3.2 In the case of orders accepted by the partner, the partner shall produce and prepare the ordered catering services on time, as ordered by getvoila from the partner, as well as properly pack them according to the specifications communicated by getvoila and prepare them in the name and on behalf of getvoila for shipment directly to the customer and, if necessary, label or mark them accordingly. If the preparation, packaging or preparation for shipment by the partner is delayed, then section 7 in particular shall apply. If no specifications are made for the packaging, the order shall be packaged in such a way as to ensure that the order arrives at the customer's premises in a manner suitable for upscale catering. If getvoila provides the partner with shipping boxes, the partner must use these. 

3.3 The partner shall ensure that the cold chain with regard to the order and the goods contained therein is maintained until the order is shipped to the customer and is not interrupted in accordance with getvoila's specifications and the relevant regulations. In particular, the partner shall not place goods that are still warm in shipping boxes that are already cooled - or intended for cool storage.

3.4 The partner shall in principle accept and process orders from getvoila for its catering services in accordance with this contract. The partner shall only refuse orders from getvoila if a justified interest exists and is stated. A justified interest exists in particular if the partner cannot accept the order due to production difficulties, non-delivery from upstream suppliers, unexpectedly high demand or unforeseeable events. The service fee claim of getvoila also remains in effect in cases in which the partner refuses incoming orders from getvoila without the existence of a justified interest. The partner bears the burden of proof that a justified interest existed. If the Partner no longer sells a certain catering service, it is obligated to no longer offer this catering service. 

3.5 getvoila reserves the right, in the event of repeated refusals or non-responses to orders on the part of the Partner, at its own discretion (a) to block the contractual services after prior notice or to remove the Partner from the Platform and/or (b) to terminate the contract with immediate effect for good cause.

 

4. DUTIES OF THE PARTNER

4.1 The partner guarantees that the communicated number of possible customer orders can then also be accepted and processed. In the event of changes regarding the communicated number of possible customer orders, the partner will inform getvoila immediately in advance in text form. Furthermore, the partner will inform getvoila in text form in good time in advance about possible unavailabilities, e.g. also due to vacations, closures, missing capacities, etc.

4.2 The Partner shall ensure on its own responsibility and at its own expense that the technical equipment, lines and receiving devices (e.g. telephone, Internet, etc.) within its sphere of responsibility are and remain functional for the contractual cooperation, in particular to ensure trouble-free receipt of incoming orders.

4.3 The partner confirms to getvoila that he is in possession of all (official) permits that are necessary for the implementation of the catering services that are the subject of the contract ("Necessary Permits"). The partner ensures that he has all Necessary Permits at all times during the contract period and informs getvoila immediately in text form as soon as this is no longer the case.

4.4 The partner assures getvoila that the goods in connection with the catering services are of high quality and are produced in accordance with the applicable law, in particular the applicable food law regulations - including the Dutch Commodities Act (Warenwet), German Food, Commodities and Feed Code (LFGB) resp. the Austrian Food Safety and Consumer Protection Act (LMSVG), the EC Foodstuffs Basic Regulation and the EU Regulation on Food Hygiene - as well as the German Catering Act or the Austrian Trade, Commerce and Industry Regulation Act (if applicable) and other relevant provisions may be stored, processed, manufactured and packaged as well as passed on within the meaning of this Agreement. The Partner undertakes to comply with all regulations applicable to its area of activity and to observe specifications relating to allergies or food intolerances of customers, insofar as this has been communicated to it and it has confirmed the observance to getvoila.

4.5 The partner shall provide getvoila with all information required for the contractual cooperation ("Required Information") and information, in particular also for the presentation of the partner's gastronomy services on the platform - even without a separate request - or enter this information independently into systems provided by getvoila (insofar as these systems are maintained by getvoila). The Required Information also includes the ingredients, ingredients, allergens and additives that are subject to labeling in the goods of the partner's catering services, as well as other information subject to labeling (in accordance with the applicable laws). getvoila reserves the right to make the presentation of the Partner's gastronomy services on the Platform dependent on the provision of all Required Information as well as all other information or official documents by the Partner that are essential to the contract or required by law. Required Information also includes all information that getvoila requires for the legally compliant implementation of all applicable tax regulations. The partner must immediately provide all documents and information upon getvoila's request. In addition, the partner shall proactively inform getvoila without delay of any business changes that could be associated with potential tax consequences for the existing contractual relationship or for getvoila itself. 

4.6 The partner is exclusively responsible for the correctness and completeness of the required information transmitted by the partner, so that getvoila does not take over any responsibility for the information originating from the partner. Thereby getvoila is not obliged to check the correctness of the partner's information. The partner releases getvoila from all claims of third parties, which these opposite getvoila due to culpable behavior of the partner because of missing and/or incorrect required information (in particular on basis of the the Dutch Commodities Act (Warenwet), LMIV, the German LMZDV and/or the Austrian ZuV, the German PAngV and/or the Austrian PrAG, etc.).), due to violations of the Partner against applicable law, in particular information or labeling obligations (also with regard to basic price information, deposit and ingredients), or due to violations of the Partner against the LBFG, the EC Foodstuffs Basic Regulation and the EU Regulation on Food Hygiene. In this context, the partner also indemnifies getvoila on first demand with regard to all damages or costs caused by the partner.

4.7 The partner will always keep the Required Information up to date, so that it is complete and accurate at all times. Correspondingly made, immediate changes to the Required Information in the systems provided by getvoila (insofar as these systems are maintained by getvoila) are also to be communicated to getvoila immediately in text form (e.g. by e-mail). The partner shall bear the disadvantages, which arise for him or getvoila due to an omitted change by the partner or an omitted immediate notification of a change. In case of a violation of this updating obligation of the partner, getvoila is entitled at its own discretion (a) to block the contractual services after prior notice or to remove the partner from the platform and/or (b) to terminate the contract for good cause with immediate effect. 

4.8 The partner shall enclose a handout for the customer with the goods, which fully discloses all ingredients, ingredients, allergens and additives that are subject to mandatory labeling, as well as other information subject to mandatory labeling, but also relevant information on basic price information, deposit, etc. (in accordance with the applicable laws) contained in the ordered goods. In this connection, the partner indemnifies getvoila from all claims of third parties, which these assert against getvoila due to omissions of the partner in relation to the aforementioned obligation (in particular on basis of the the Dutch Commodities Act (Warenwet), LMIV, the German LMZDV and/or the Austrian ZuV, the German PAngV and/or the Austrian PrAG, etc.). In this context, the partner also indemnifies getvoila on first demand with regard to all damages or costs caused due to this.

4.9 In addition, the Partner shall inform getvoila of the corresponding shelf life and consumption periods for the respective catering services and goods during which the catering services and goods can be consumed by the customers without hesitation. The Partner shall also inform the Customer of the aforementioned periods directly by including them on the handout. The Partner guarantees that consumption within the notified shelf life and consumption periods (when following the corresponding refrigeration instructions) is completely safe.

4.10. In the relationship between the parties, getvoila shall at no time be considered the manufacturer of the goods in the catering services or the manufacturer of the catering services themselves. Rather, the partner is the manufacturer of the goods in the catering services or of the catering services themselves; this applies both to getvoila and to the customers.

4.11. The Partner shall register independently, provided that it is subject to the relevant provisions, with the bodies responsible for packaging materials (e.g. with the Central Packaging Register - ZSVR - in accordance with the German Packaging Act) in good time before the start of the contractual relationship and shall remain registered there for the duration of the contractual relationship. The examination and decision as to whether the partner is subject to the relevant provisions in this respect and must register in a corresponding register is the sole responsibility of the partner and not getvoila.

 

5. PRICES AND PAYMENT PROCESSING

5.1 getvoila is free to set its prices and conditions vis-à-vis the customers. 

5.2 The partner will always inform getvoila of the current prices for its catering services in text form and will therefore inform getvoila of any changes immediately by e-mail (to partner@getvoila.com).

5.3 getvoila shall pay the partner the prices for the catering services agreed between the parties at the time of the order by getvoila. In return, getvoila shall charge the partner a service fee for each order of the partner's catering services, the amount of which results from the partner agreement and which relates to the customer's net order total (without taking into account shipping costs), plus the legally applicable sales tax. getvoila shall send the partner a statement of the catering services delivered by getvoila to the partner in a 2-week billing period (including the statement of any cancellation fees according to the following clause and any claims for reimbursement that may have arisen) as well as the corresponding service fees incurred for the benefit of getvoila one calendar week after the end of the 2-week billing period. This can also be done by posting the statement for the partner in a portal provided by getvoila, if necessary. As part of the billing process, getvoila will offset any payment demands from the partner based on the catering services ordered against the service fee demands due to getvoila. Each calendar month consists of two billing periods, the first 2-week billing period includes all orders shipped between the 1st and 15th of a calendar month, the second billing period includes all orders shipped after the 15th of a calendar month. 

5.4 Payments from getvoila to the partner are made to the partner's bank account specified in the partner contract. In the event of changes to this bank account, the partner or an appropriately authorized person of the partner shall inform getvoila immediately in text form. 

5.5 Payment to the Partner in respect of catering services shall be made two calendar weeks after the end of the 2-week billing period in which the underlying order was delivered. Changes between the settlement (see 5.3) and the payment are possible if, for example, further claims for reimbursement arise on the part of the customer in the meantime.

 

6. SPECIAL ACTIONS

6.1 getvoila reserves the right to carry out special promotions in the form of discounts or similar promotions in favor of customers and thus to offer the Partner's catering services to customers at reduced prices. In this case getvoila shall pay the partner the price difference between the special promotion price and the normal price. The payment takes place with the settlement. However, the service fee claim of getvoila is based on the normal price of the partner.

 

7. REVOCATION AND CANCELLATION 

7.1 Customers are entitled to exercise any statutory rights of revocation and any additional contractual rights to cancel customer orders vis-à-vis getvoila.

7.2 Insofar as a customer exercises a legally existing right of cancellation towards getvoila in a lawful manner and in due time, getvoila is entitled towards the partner to cancel the respective order of getvoila with the partner free of charge. This cancellation right will be immediately exercised by getvoila towards the partner in text form (e-mail is sufficient). In this case, the partner has no claim to payment for the corresponding catering services from getvoila. 

7.3 Insofar as a customer exercises his contractually granted right to cancel an order with getvoila, getvoila shall charge the respective customer a cancellation fee. However, getvoila is free to waive a customer's cancellation fee in full or in part in agreement with the partner as a gesture of goodwill. If the partner has already incurred costs in connection with the order cancelled by the customer, the cancellation fee for the customer shall be at least the amount of the costs already incurred by the partner.

 

8. CLAIMS BY GETVOILA IN THE EVENT OF A DEFAULT IN PERFORMANCE

8.1 Insofar as disruptions or deficiencies occur with regard to the services to be provided by the partner due to circumstances for which the partner is responsible (in particular, but not exclusively, failure of catering services, delays, quality or quantity complaints by the customer), getvoila shall be entitled to compensation from the partner in an appropriate amount. Claims to which getvoila is entitled by law remain unaffected by this. getvoila is furthermore entitled in this case to reduce its own claim for payment from the customer by granting a discount in part or in full at its own discretion.

8.2 getvoila shall be entitled to assert the claim for compensation mentioned in section 8.1 against the partner by showing a corresponding amount in the following statement as a credit for getvoila. The partner shall be at liberty to prove that getvoila has incurred no damage at all or only significantly less damage.

 

9. CONTRACT TERM AND TERMINATION

9.1 The contractual relationship is concluded for an indefinite period of time and may be terminated by either party with two weeks' notice to the end of the month. The notice of termination must be in the same form as the entry into the contractual relationship.

9.2 The right to extraordinary termination shall remain unaffected.

9.3 In the event of an extraordinary reason for termination in favor of getvoila, getvoila reserves the right, depending on the severity of the breach of contract, as a less onerous measure in individual cases, to suspend the presentation of the partner's catering services on the platform ("take offline") until such time as the event entitling to extraordinary termination has permanently ceased to exist or getvoila issues the extraordinary termination. getvoila will inform the Partner of this.

9.4 After termination of the contract, all obligations from the partner contract remain in effect until all pending transactions have been completely settled. In particular, the partner is obligated to properly execute all getvoila orders received prior to contract termination. In addition, even after termination of the contract, the partner shall, upon getvoila's request, immediately transmit any documents, confirmations and information, which may be required for tax purposes, and immediately return the provided packaging and shipping material to getvoila at its own expense.

 

10. PROPERTY RIGHTS 

10.1 For the duration of the cooperation, the partner grants getvoila non-exclusive rights of use, unrestricted in terms of location and content, to the trademarks and identifiers (e.g. name, company identifier, business designation, logos, etc.) as well as to all other materials, documents, data, photos and information provided by the partner for the cooperation that is the subject of the contract and for related advertising measures. The rights of use granted shall apply irrespective of the type and scope of use and irrespective of the medium of distribution. getvoila is entitled to graphically adapt logos of the Partner for the purpose of harmonization on the platform.

10.2 All existing copyrights, property rights or other protective rights to the materials, documents, information, data, photos, etc. ("materials") provided by getvoila to the partner within the scope of the cooperation shall remain with getvoila. With regard to these materials, the partner receives a non-exclusive, revocable, non-transferable right of use limited to the purpose and duration of the cooperation. Use and transfer of the materials outside the scope of the contract is prohibited and any case of infringement - especially transfer to competitors of getvoila - shall result in a contractual penalty, the amount of which is at the discretion of getvoila, is subject to judicial review and will be offset against any claims for damages by getvoila.

10.3 The partner guarantees that all trademarks, signs and materials provided by him are free of third party rights and that the partner is entitled to grant getvoila the aforementioned rights to these to the extent contractually agreed upon here or to allow their use. The partner exempts getvoila from all claims of third parties, which are asserted by them against getvoila because of an infringement of property rights of these third parties for which the partner is responsible. In this respect, the partner also indemnifies getvoila from all costs incurred by getvoila as a result.

 

11. LIABILITIES

11.1 getvoila is liable for damages - regardless of the legal reason - in case of intent and gross negligence. In the case of less than gross negligence, getvoila is only liable for damages resulting from injury to life, body or health and for damages resulting from the violation of an essential contractual obligation (i.e. an obligation, the fulfillment of which makes the proper execution of the contract possible in the first place and on the compliance of which the partner regularly relies and may rely. In the case of a breach of an essential contractual obligation, the liability of getvoila is, however, limited to the compensation of the foreseeable, typically occurring damage. Any liability beyond this is excluded. 

11.2 getvoila is not liable for damages caused by third party fault or interruptions in the availability of the platform for which getvoila is not responsible (e.g. technical problems of the Internet or telecommunication lines that cannot be influenced by a party, UMTS transmission).

11.3 Provided that getvoila has carried out reasonable checks, getvoila shall not be liable for orders placed by customers using illegally obtained payment or other order data (e.g. "phishing" of credit card data, identity deception, etc.).

11.4 Insofar as getvoila's liability is excluded or limited, this also applies to the personal liability of employees, representatives and vicarious agents.

11.5 The provisions of the Product Liability Act shall remain unaffected.

11.6 Insofar as a customer asserts liability claims against getvoila, in particular due to defective catering services and/or delayed deliveries, which are based solely or predominantly on a breach of contract by the partner, whether against the customer or against getvoila, the partner shall indemnify and hold getvoila harmless from all claims of the customer or third parties upon first request and shall also reimburse getvoila for the reasonable legal defense costs incurred in this regard.

11.7 getvoila endeavors to maintain a largely trouble-free availability of the platform. There may be temporary interruptions in the availability of the platform or isolated errors in the use of the platform due to maintenance work, for security reasons or for reasons beyond the control and influence of getvoila (e.g. power failure or interruptions in the public communication network). Necessary maintenance work serves, among other things, to improve the functionality of the platform and increase the effectiveness of the ordering process for the benefit of the Partner and the customers.

11.8 The Platform also contains links to other websites. getvoila is not responsible for the content of the linked pages and assumes neither liability nor warranty for the accuracy of the linked pages. Data protection on the linked pages is also not part of this contractual relationship.

 

12. CONFIDENTIALITY

12.1 The Parties undertake to maintain confidentiality with regard to all contractual agreements and all information about the respective other Party which has become or will become known to them in connection with the contractual relationship and irrespective of the type of information, insofar as this information is marked as confidential or it is evident from the circumstances that it is confidential information. The obligation to maintain confidentiality in this respect includes, but is not limited to, technical, financial, operational and business information as well as information relating to the Partner Agreement and its content. The Parties shall ensure that the same confidentiality obligation is imposed on their employees and third parties they employ who have access to such confidential information. The parties agree that confidential information may only be disclosed to managers and employees as well as other commissioned third parties to the extent necessary for the performance of the contract. The confidentiality obligation shall continue to exist after termination of the contract.

12.2 Not to be qualified as confidential information in the sense of this contractual relationship is information which demonstrably was already generally known or published at the time of the conclusion of the Partner Agreement or which becomes generally known after the conclusion of the Partner Agreement through no fault of the receiving party or which was or will be lawfully obtained by a third party.

 

13. DATA PROTECTION 

13.1 The Parties agree that they each collect and process personal data independently of the other as a controller within the meaning of Article 4 lit. 7 of the General Data Protection Regulation ("GDPR") and are not jointly responsible for the processing pursuant to Article 26 of the GDPR. 

13.2 Furthermore, the Parties shall review the necessity of concluding a contract processing agreement. Should such an agreement be necessary, the Parties shall conclude a corresponding agreement separately.

13.3 Both parties are entitled by law or on the basis of the customers' consent to transmit personal data of customers to the respective other party within the scope of the performance of the contractual relationship. Both parties shall process the transmitted data only for the purpose of implementing this contractual relationship. If the Partner enters into an independent contractual relationship with a customer, the further collection and processing of this data by the Partner shall then take place outside of this contractual relationship. 

13.4 If the consent given by a Customer to a party is revoked, the respective party shall refrain from transferring personal data and inform the other party about this circumstance. 

13.5 The parties agree that they shall 

- in each case guarantee the data subject rights pursuant to Art. 15 et seq. DS-GVO in accordance with the DS-GVO, UAVG and the Federal Data Protection Act, in particular provide information and implement requests for deletion of transmitted data, to the extent required by law, 

- inform the other party without undue delay about the assertion of data subject rights with regard to transferred data and assist in ensuring data subject rights to the extent required under the GDPR. 

13.6 The Parties agree that they will inform the other Party without undue delay about control measures of supervisory authorities and inquiries of authorities, as far as transmitted Data are affected by this and they are not prevented from doing so due to the law or legally valid orders. 

13.7 The Parties, taking into account the nature of the Processing and the information available to them, assure each other mutual assistance in complying with the obligations referred to in Art. 32 - 36 of the GDPR with regard to the Data transferred.  

13.8 The Parties have each taken the necessary measures pursuant to Article 32 of the GDPR for the security of the transmitted data. 

13.9 The Parties agree that they shall each provide each other with the information necessary for the preparation of the register of processing activities with regard to the transferred data. 

13.10. In the event of termination of the contractual relationship, the provisions of this Section 13 shall continue to apply as long as one party processes transmitted data of the other.

13.11. getvoila processes the personal data of the Partner or its employees required for the performance of the contract. Further details can be found in the privacy policy available at www.getgetvoila.com/datenschutz.

 

14. ADJUSTMENT OF THE GENERAL TERMS AND CONDITIONS FOR PARTNERS

14.1 getvoila reserves the right to amend these General Terms and Conditions for Partners at any time, insofar as this is necessary due to a changed legal situation or supreme court rulings, technical changes or further developments, new organizational requirements of mass traffic, further developments of the business model, changes in market conditions or other reasons and does not unreasonably disadvantage the Partner.

14.2 getvoila shall notify the Partner of an amendment to the General Terms and Conditions for Partners by e-mail at least 2 weeks before the planned entry into force of the amendments. The amendment notice will contain a reference to the possibility and deadline of objection as well as the consequences of failure to object. 

14.3 If the Partner does not object to the validity of the amended General Terms and Conditions for Partners within 2 weeks - beginning with the day following the notification of the amendment - the amended General Terms and Conditions for Partners shall be deemed accepted by the Partner. In the event of a timely objection by the Partner, each party shall have the right to terminate the contractual relationship.

 

15. FINAL PROVISIONS 

15.1 Verbal collateral agreements and supplements at the time of the conclusion of the contract do not exist.  

15.2 The contractual relationship shall be governed by German law.

15.3 The parties agree for all disputes arising from and in connection with this contract, as far as legally permissible, the exclusive jurisdiction of the district court at the registered office of getvoila. However, getvoila is entitled to appeal to any other competent court.  

15.4 The invalidity of one or more provisions of this contract shall not affect the validity of the rest of the contract. The parties are obligated to replace the invalid provision by a provision that comes as close as possible to the economic purpose of this contract by mutual agreement. The same shall apply to any loopholes in the contract. 

 

 

September 2023