T&Cs for Partner – Licensing

General Terms and Conditions for Partners - Licensing -

PREAMBLE

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

 

0.2 Private or commercial customers ("Customers") can obtain services in the area of gastronomy via voilà. For this purpose, voilà uses the help of various partners in the internal relationship and purchases the gastronomy services and/or existing rights from them in order to then distribute them to customers in its own name.

 

0.3 The catering services provided by voilà to the customers may consist in particular - but not exclusively - in the preparation, preparation and packaging of foodstuffs, which are then made available to the customers for final preparation as prepared cooking sets (possibly also including pre-packaged foodstuffs) or as already final and freshly prepared food and beverages ("contractual products").

 

0.4 The goods contained in the contractual products areprepared and compiled by voilà or by professional kitchen operators cooperating with voilà (Local Kitchen Operators") based on technical knowledge and experience in the field of food preparation, in particular recipes, ingredient specifications, processing instructionsand other specificationscontractual know-how") provided by the partner in accordance with this The partner will cooperate with voilà in the promotion and distribution of the contract products.

 

1.           LICENSING

1.1. The partner grants voilà an exclusive, transferable and sublicensable right of use to the contract know-how for the production and distribution of the contract products in Europe ("contract territory") during the term of this contract. In this sense, the Partner will also not offer the Contractual Products itself during the term of this Agreement. The aforementioned right of use granted to voilà shall continue to exist to the same extent after termination of this Agreement with respect to Contractual Products already manufactured during the term of this Agreement but not yet fully distributed, until such time as they are fully distributed. voilà shall be free to choose the distribution channel, so that the Contractual Products may be distributed via the Platform, but also via any other distribution channels, such as (but not limited to) websites, platforms or portals of third parties or also non-digital or non-online-based distribution channels.

 

1.2. The communication of the contract know-how takes place by transmission of the documents specified in the partner contract (or in its appendix) at the latest after expiration of two weeks after the signing of this contract In this case, the transmission of the documents by the partner must always take place via e-mail to the e-mail address to be communicated by voilà, unless voilà informs the partner of another reasonable transmission method.

 

1.3. For advertising measures related to the distribution of the contractual products and the distribution of the contractual products, the partner grants voilà a geographically unlimited, simple, transferable and sub-licensable right of use to its trademarks and other trademark rights (e.g. name, company name, business designation, logos, etc.) during the term of this contract (and in accordance with the conditions and scope of Section 1.1. also beyond the term of the contract until the complete distribution of contractual products that have already been manufactured) (e.g. name, corporate designation, business designation, logos, etc.) as well as to all other property rightsheld by the Partner to documents, data, photos, information and other materials (Materials") provided by the Partnercollectively referred to as "Contractual Property Rights". The rights of use granted shall apply irrespective of the type and scope of advertising and irrespective of the distribution medium. Voilà is entitled to graphically adapt all Materials for the purpose of harmonization on the Platform.

 

During the term of this contract, voilà grants the partner a simple, non-transferable and non-sublicensable right of use in its trademarks and other identification rights (e.g. name, company identification, business designation, logos, etc.) as well as other property rights, which voilà holds in documents, data, photos, information and other materials made available by it to the partner within the scope of this contract, exclusively for the purpose of carrying out advertising measures within the scope of this contract.

 

1.           GENERAL STRUCTURE OF THE COOPERATION

2.1 Voilà sells the contractual products to the customers in its own name and on its own account. The separate General Terms and Conditions for Customers of voilà on the platform or otherwise made available apply to the contracts with the customers. The shipment of the contractual products to the customers is the responsibility of voilà and is not owed by the partner.

 

2.2. Minimum sales targets are not agreed

 

2.3. Voilà is an independent company and not an employee of the Partner, vice versa the Partner is not an employee of voilà. A legal representation of the partner by voilà does not take place.

 

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

  

2.5 The partner assures to publish a total of at least two social media postings per month in relation to voilà including links to voilà - coordinated in advance with the responsible voilà 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.
In addition, the partner will establish a fixed link to voilà's order page on the website and social media ("backlinks").

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

2.7. Unless otherwise expressly stipulated in this contract, the Partner shall fulfill the obligations arising from this contract through his responsible chef or his assistant.

 

2.8 Each Party shall, within five (5) days of the signing of this Agreement, appoint and notify the other Party of a representative ("Representative") who shall have the authority and responsibility to represent the Party in the joint development and creation of Courts or Contract Products under this Agreement

2.9. Voilà is entitled to demand the replacement of the partner's representative, if voilà is not satisfied with the quality of the services provided by the partner's representative If voilà requests such replacement, the partner shall replace the representative with a new representative within two (2) weeks and notify voilà of this.

 

1.           COMMITMENTS

3.1 At the request of voilà, the partner shall support employees of voilà and/or the Local Kitchen Operator or its employees for a period of up to two months, beginning with the signing of the contract, in the production of the contractual products, as well as instruct them in the production of the contractual products at on-site appointments - for example, also through joint test preparation and cooking of dishes - and train the employees accordingly, in particular with regard to the processing instructions as well as the ingredient specifications. With regard to the joint instruction and training on site, the partner must offer at least the following training - after mutual agreement between the parties either at the partner's location or at the location determined by voilà:

1. a) one to three (1-3) days at the respective location
2. b) one to two (1-2) days at the respective location when changing a contract product.

In addition, the responsible chef of the partner will be available in person or through a representative, if possible, for photo and video shoots regarding the preparation process for at least one (1) day voilà.

 

3.2 Furthermore, the Partner shall provide recipes, ingredient specifications and processing instructions in such a way that they (i) contain the necessary information and details to enable a chef who was not involved in the creation and development of the Contract Products to prepare the Contract Product, as well as (ii) contain the relevant information on ingredients that could cause allergic reactions or otherwise affect the health of customers.

 

3.3 The partner will always keep the materials up to date so that they are complete and accurate at all times. Correspondingly made, immediate changes to the materials in the systems provided by voilà (as far as these systems are held by voilà) are to be communicated to voilà also immediately in text form (for example by e-mail). The partner shall bear the disadvantages, which arise for him or voilà 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, voilà is entitled at its own discretion to terminate the contract with immediate effect for an important reason.

 

3.4 The partner shall assist voilà in preparing a handout for the customers that shows all ingredients, ingredients, allergens and additives that are subject to labeling, as well as other information subject to labeling, but also relevant information on basic price information, deposit, etc. (in accordance with applicable laws) contained in the contractual products.

 

3.5.1. The Partner is obligated, within the time frame to be agreed between the Parties for this purpose, to (i) create a sufficient number of Contractual Products in the sense of creative gourmet dishes - which allow for a subsequent joint coordination, selection and development of the Contractual Products pursuant to Section 3.5.3 - and (ii) create and provide voilà with a detailed presentation on these Contractual Products and the underlying concept, preparation and processing (together "Conceptual Services")

 

3.5.2 Voilà is entitled to request changes to the contractual products and the developments during the aforementioned creation or development of the contractual products by the Partner, or upon provision of the developments or the presentations. In this case, the partner shall change or replace the corresponding contractual products and the presentations accordingly within 10 days after receipt of the request and make them available to voilà.

3.5.3. On the basis of the Conceptual Services, the Partner shall then further develop, together with voilà, at least the number of contractual products agreed upon for the start of the cooperation within the time frames agreed upon by the Parties (the services to be provided by the Partner pursuant to this clause are hereinafter referred to as "Development Services") The parties assume that each course of a gourmet menu and thus also of a contract product can also be marketed and sold as a separate à la carte contract product.

For development services, the Partner will specifically consider the following:

 

1. a) The contractual products shall reflect and correspond to the Partner's image;
2. b) the contract products must meet the operational and customer requirements of voilà and its affiliates (for example, preparation of the contract products in large kitchens, possibly long transport routes and times, broad international audience);
3. (c) the safety and international availability and scalability of ingredients and preparation processes shall be considered;
4. (d) the specifics of each market and food requirements at each location shall be taken into account;
5. (e) the need to be able to vary contract products according to season shall be taken into account; and
6. (f) other relevant circumstances shall be taken into account, for example in relation to ingredients presenting an increased risk of food intolerance or physical constraints due to limited packing dimensions of delivery boxes or similar.

 

3.5.4. The parties agree that, in principle, every three to six months the contractual products will be replaced by new contractual products, which will also be created and developed in accordance with the aforementioned sections 3.5. Furthermore, on special seasonal occasions (such as Valentine's Day, Easter, Christmas or other national holidays), the Parties shall mutually agree on the creation and development of additional Contractual Products.

 

1.           PRICES AND PAYMENT PROCESSING

4.1 Voilà is free to set its prices and conditions vis-à-vis the customers.

 

4.2 Voilà shall pay the partner the license fees agreed between the parties at the time of the sale of the contractual products to the customer, after monthly settlement of all contractual products sold by voilà in that month, to which a license was granted by the partner. The license fee amounts to the percentage of the customer's net order total shown in the partner agreement (without taking shipping costs into account), plus the legally applicable sales tax or - depending on the information in the partner agreement - the fixed amount shown there per order or sale, plus the legally applicable sales tax. Voilà will send the Partner a statement of the contractual products sold to the customers two calendar weeks after the end of the monthly billing period. This can also be done by posting the statement for the partner in a portal provided by voilà, if applicable.

 

4.3 Payments from voilà to the partner shall be 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 voilà immediately in text form.

 

4.4 Payment to the Partner shall be made two calendar weeks after the end of the monthly billing period in which the underlying contractual product was delivered.

 

1.           SPECIAL PROMOTIONS

5.1 Voilà 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 contractual products to the customers at reduced prices. In this case, Voilà shall pay the partner the price difference between the special promotion price and the normal price. The payment is made with the settlement.

 

1.           CONTRACT TERM AND TERMINATION

6.1 The contractual relationship is concluded for an indefinite period. It cannot be terminated by either party within the first two years after the conclusion of the contract. Subsequently, the contractual relationship can be terminated by the partner with a notice period of six months to the end of the month and by voilà with a notice period of three months to the end of the month. The termination must be made in the same form as the contractual relationship was entered into.

 

6.2 The right to extraordinary termination shall remain unaffected.

 

6.3 After termination of the contract, any obligations under the Partner Contract shall remain in force until all pending transactions have been fully settled. 

 

 

1.       THIRD PARTY INTELLECTUAL PROPERTY RIGHTS; INDEMNIFICATION

7.1. The partner is responsible for the fact that by the use of the contract know-how and the contract patent rights no rights third are hurt and he is entitled to grant voilà the contract know-how and the contract patent rights in the contractually agreed upon range

 

7.2. The partner indemnifies voilà, their affiliated companies, managing directors and employees as well as the Local Kitchen Operator and customers from all claims of third parties, which are asserted by them against voilà due to an infringement of property rights (including trade secrets and know-how) for which the partner is responsible In this respect, the partner indemnifies voilà, their affiliated companies, managing directors and employees as well as the Local Kitchen Operator and customers from all damages and costs incurred by voilà as a result (including court and settlement costs and the costs for legal advice required at voilà's reasonable discretion).

 

 

1. LIABILITY

8.1 Voilà is liable for damages - regardless of the legal reason - in case of intent and gross negligence. In the case of less than gross negligence, voilà 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 voilà is, however, limited to the compensation of the foreseeable, typically occurring damage. Any liability beyond this is excluded.

 

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

 

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

 

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

 

8.5 Voilà 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 voilà (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.

 

8.6 The Platform also contains links to other websites. Voilà 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.

 

 

1.       CONFIDENTIALITY

9.1 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 in particular, 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.

 

9.2 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.

 

 

1.       DATA PROTECTION

10.1 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.

 

10.2 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.

 

10.3 Voilà 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.getvoila.com/datenschutz.

 

 

1.       ADAPTATION OF THE GENERAL TERMS AND CONDITIONS FOR PARTNERS

11.1 Voilà 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.

 

11.2 Voilà 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 notice of change will contain a reference to the possibility and deadline of objection as well as the consequences of failure to object.

 

11.3 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.

 

 

1.       FINAL PROVISIONS

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

 

12.2 The contractual relationship shall be governed by German law.

 

12.3 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 voilà. However, voilà is entitled to appeal to any other competent court.

 

12.4 The invalidity of one or more provisions of this contract shall not affect the validity of the remainder 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 in joint consultation. The same shall apply to any loopholes in the contract.

 

 

 

September 2022