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T&Cs for Partner – Licensing - old

General Terms and Conditions for Partners - Licensing -

0.1. Dine In Taste GmbH (hereinafter “voilà”) operates an online platform that in particular (a) offers customers the opportunity to order catering services and (b) the processing of such orders and corresponding payments on www.getvoila.com and related websites and apps (“platform”).
0.2. Private or commercial customers (“customers”) can obtain gastronomy services via voilà. Voilà uses the help of various partners internally and buys the catering services and/or existing rights from them in order to then sell them on to customers in its own name.
0.3. The gastronomy services voilàs to the customer can consist in particular - but not exclusively - in the preparation, preparation and packaging of food, which are then made available to the customer as prepared cooking sets (possibly also including pre-packaged food) for the final preparation or alternatively as already final and freshly prepared food and drinks (“ contractual products ”).
0.4     The goods contained in the contractual products are based on the technical knowledge and experience in the field of food preparation made available by the partner in accordance with this contract, in particular recipes, ingredient specifications, processing instructions and other specifications ("contractual know-how" ) . prepared and compiled by voilà or by professional kitchen operators (“ Local Kitchen Operators ”) cooperating with voilà. The partner will work with voilà to advertise and sell the contractual products.
1.1.     The partner grants voilà an exclusive, transferrable and sublicensable right to use the contractual know-how for the manufacture and sale of the contractual products in Europe (" contract area ") during the term of this contract. In this sense, the partner will not offer the contractual products himself during the term of this contract. The aforementioned voilà granted right of use continues to exist to the same extent even after the end of this contract with regard to contractual products that have already been manufactured during the contract period but have not yet been fully distributed, until they are fully distributed. Voilà, you are free to choose the distribution channel, so that the contractual products can be distributed via the platform, but also via any other distribution channel, such as (but not limited to) third-party websites, platforms or portals or non-digital or non-online-based distribution channels.
1.2.     The notification of the contract know-how takes place through the transmission of the documents listed in the partner contract (or in its annex) no later than two weeks after the signing of this contract. The partner must always send the documents by e-mail to the e-mail address provided by voilà, unless voilà informs the partner of another reasonable means of transmission.
1.3.     For advertising measures related to the sale of the contractual products and the sale of the contractual products, the partner grants voilà during the term of this contract (and in accordance with the provisions and scope of Section 1.1. also beyond the contractual term until the contractual products that have already been manufactured have been fully distributed) a spatially unlimited simple, transferrable and sublicensable right to use its brands and other trademark rights (e.g. name, company identifier, commercial designation, logos, etc.) as well as all other property rights that the partner has for documents, data, photos, information and other materials (" Materials "), collectively referred to as " Contractual Intellectual Property Rights ". The rights of use granted apply regardless of the type and scope of the advertising and regardless of the distribution medium. Voilà has the right to graphically adapt all materials for the purpose of harmonization on the platform.
voilà grants the partner a non-exclusive, non-transferrable and non-sublicensable right to use its brands and other trademarks (e.g. name, company identifier, business designation, logos, etc.) and other property rights in the contract territory during the term of this contract, which voilà to the documents, data, photos, information and other materials made available to the partner within the framework of this contract, exclusively for the purpose of carrying out advertising measures within the framework of this contract.
2.1. Voilà sells the contractual products to customers in their own name and for their own account. The separate general terms and conditions for customers of voilà on the platform or otherwise apply to the contracts with customers. Voilà is responsible for shipping the contractual products to the customers and is not the responsibility of 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 a contractual order, the partner will immediately refer the customer to voilà and (if legally permissible) forward the customer's communication to voilà.
2.5. The partner undertakes to publish at least two social media postings per month in relation to voilà, including a link to voilà - in advance with the responsible employees of voilà - via the partner's channels. The partner will observe the relevant law, in particular the regulations of competition law, and will mark commercial advertising as such. 
In addition, the partner will establish a permanent link to the voilà 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 will ensure that the obligations incumbent on it are also complied with by third parties. 

2.7.     Unless otherwise expressly stipulated in this contract, the partner must fulfill the obligations arising from this contract through his responsible chef or his assistants.
2.8     Each party shall, within five (5) days of signing this Agreement, appoint and notify to the other party a representative ("Representative") who shall be authorized and responsible to assist the Party in the joint development and creation of dishes or contract products in the to represent within the framework of this contract.
2.9.     Voilà is entitled to request 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 a replacement, the Affiliate will replace the representative with a new representative within two (2) weeks and notify voilà.
3.1. At the request of voilà, the partner will support employees of voilà and/or the Local Kitchen Operator or their employees for a period of up to two months starting with the signing of the contract in the production of the contractual products, as well as in the production of the contractual products at on-site appointments instruct - for example by preparing and cooking dishes together on a test basis - and train the employees accordingly, especially with regard to the processing instructions and the ingredient specifications. With regard to the joint briefing and training on site, the partner has to offer at least the following training - according to mutual agreement between the parties either at the partner's location or at the location determined by voilà:
a) one to three (1-3) days at the respective location
b) one to two (1-2) days at the respective location when changing a contractual product.
In addition, the responsible chef of the partner will be available personally or through a representative for at least one (1) day voilà for photo and video recordings regarding the preparation process.
3.2. Furthermore, the partner will 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 contractual products to prepare the contractual product, as well as (ii) contain the relevant information on ingredients that may cause allergic reactions or otherwise affect the health of customers.
3.3. Partner will keep the Materials up to date so that they are complete and accurate at all times. Accordingly, immediate changes made to the materials in the systems provided by voilà (insofar as these systems are maintained by voilà) must also be communicated to voilà immediately in text form (e.g. by e-mail). The partner bears the disadvantages that arise for him or voilà due to a failure to change the partner or a failure to notify a change immediately. If the partner violates this obligation to update, voilà is entitled, at its own discretion, to terminate the contract for good cause with immediate effect.
3.4. The partner will support voilà in creating a handout for the customer, which contains all ingredients, ingredients, allergens and additives that are subject to labeling contained in the contractual products, as well as other information that is subject to labeling, but also relevant information on basic price information, deposit, etc. (according to the applicable laws).
3.5.1.     The Partner is obligated to (i) create a sufficient number of contractual products in terms of creative gourmet dishes within the time frame to be agreed between the parties - the subsequent joint coordination, selection and development of the contractual products in accordance with Section 3.5.3. - and (ii) to create and voilà to provide a detailed presentation of these contractual products and the underlying concept, preparation and processing (collectively "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 when the developments or presentations are made available. In this case, the partner will change or replace the corresponding contract products and the presentations accordingly within 10 days after receipt of the request and voilà make them available.
3.5.3.     On the basis of the conceptual services, the partner will then, together with voilà, develop at least the number of contractual products agreed for the start of the cooperation within the time frame agreed by the parties (the services to be provided by the partner in accordance with this section are referred to below as "development services". ). The parties assume that each course of a gourmet menu and thus also a contract product can also be marketed and sold as a separate contract product à la carte.
In the case of the development services, the partner will take the following into account in particular:
a) The contractual products must reflect and correspond to the image of the partner;
b) the Contract Products must meet the operational and customer-related requirements of voilà and its affiliated companies (e.g. preparation of the Contract Products in commercial kitchens, possible long transport distances and times, large international audience);
c) the safety and international availability and scalability of ingredients and preparation methods must be observed;
d) the particularities of the respective market and the food requirements at the respective locations are to be taken into account;
e) the need to be able to vary the contractual products depending on the season must be taken into account; and
f) other relevant circumstances must be taken into account, for example in relation to ingredients that pose an increased risk of food intolerance, or mandatory physical requirements due to limited packing dimensions of delivery boxes or similar.
3.5.4.     The parties agree that, in principle, the contractual products will be replaced by new contractual products every three to six months, which will also be replaced in accordance with the aforementioned Sections 3.5. be created and developed. Furthermore, the parties will mutually agree on the creation and development of additional contractual products on special seasonal occasions (such as Valentine's Day, Easter, Christmas or other national holidays).
4.1. Voilà is free to set its prices and conditions for customers.
4.2. Voilà pays the partner the license fees agreed between the parties at the time the contract products are sold to the customer, after monthly settlement of all contract products sold by voilà in that month for which the partner licensed. The license fee is the percentage of the customer's net order total (not including shipping costs) as shown in the partner contract, plus the legally applicable sales tax or - depending on the information in the partner contract - the fixed amount per order or sale shown there, plus the statutory applicable sales tax. Voilà will send the partner a statement of the contract products sold to the customer two calendar weeks after the end of the monthly statement period. This can also be done by posting the billing for the partner in a portal that voilà may provide.
4.3. Payments from voilà 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 a correspondingly authorized person of the partner will inform voilà immediately in text form.
4.4. Payment to the partner is made two calendar weeks after the end of the monthly billing period in which the contractual product on which it is based was delivered.
5.1. Voilà reserves the right to carry out special campaigns in the form of discounts or similar campaigns for the benefit of customers and thus to offer the contractual products to customers at discounted prices. Voilà pays the price difference between the special offer price and the normal price to the partner. The payment is made with the settlement.
6.1. The contractual relationship is concluded for an indefinite period. It cannot be properly terminated by either party within the first two years after the conclusion of the contract. The contractual relationship can then be terminated by the partner with a notice period of six months to the end of the month and voilà with a notice period of three months to the end of the month. The termination requires the same form as entering into the contractual relationship.
6.2. The right to extraordinary termination remains unaffected.
6.3. After the end of the contract, all obligations from the partner contract remain in place until all pending transactions have been completed.
7.1.     The partner is responsible for ensuring that the use of the contractual know-how and the contractual property rights does not violate any third-party rights and that he is entitled voilà to grant the contractual know-how and the contractual property rights to the contractually agreed extent.
7.2.     The partner indemnifies voilà, its affiliated companies, managing directors and employees as well as the local kitchen operators and customers from all third-party claims 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 voilà resulting damage and costs (including court and settlement costs and the costs for legal advice required at voilà's reasonable discretion). .
8.1. Voilà is liable for damages - for whatever legal reason - in the event of intent and gross negligence. In the event of less than gross negligence, voilà is only liable for damage resulting from injury to life, limb or health and for damage resulting from the breach of a material contractual obligation (i.e. an obligation whose fulfillment is essential for the proper execution of the contract and is based on compliance with which the partner regularly trusts and may trust. In the event of a breach of an essential contractual obligation, however, voilà's liability is limited to compensation for the foreseeable, typically occurring damage. Any liability that goes beyond this is excluded.
8.2. Voilà is not liable for damage caused by third-party faults or interruptions in the availability of the platform for which one is not responsible (e.g. technical problems with the Internet or telecommunications lines that cannot be influenced by one 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 remain unaffected.
8.5. Voilà strives 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 to increase the effectiveness of the ordering process in the interests of the partner and the customer.
8.6. The platform also contains links to other websites. Voilà is not responsible for the content of the linked pages and assumes no liability or guarantee for the correctness of the linked pages. Data protection on the linked pages is also not part of this contractual relationship.
9.1. The parties undertake to maintain confidentiality with regard to all contractual agreements and all information about the other party that has become known to them in connection with the contractual relationship and regardless of the type of information, insofar as this information is marked as confidential or can be derived from the circumstances shows that the information is confidential. The obligation of confidentiality includes in particular, but not exclusively, technical, financial, operational and business information as well as information relating to the partner contract and its content. The parties will ensure that the same obligation of confidentiality is imposed on their employees and third parties who employ them who have access to such confidential information. The parties agree that confidential information may only be passed on to executives and employees as well as other commissioned third parties to the extent that this is necessary for the execution of the contract. The confidentiality obligation continues even after the termination of the contract.
9.2. Information that is demonstrably already generally known or published upon conclusion of the partner contract or that becomes generally known after conclusion of the partner contract through no fault of the receiving party or that was or will be lawfully obtained from a third party does not qualify as confidential information within the meaning of this contractual relationship.
10.1. The parties agree that they collect and process personal data independently of each other as the person responsible within the meaning of Art. 4 lit. 7 General Data Protection Regulation ("GDPR") and not jointly for. Art are responsible for the processing.
10.2. Furthermore, the parties examine the necessity of concluding an order processing agreement. Should this be necessary, the parties will separately conclude a corresponding agreement.
10.3. Voilà processes the personal data of the partner or its employees required for the execution of the contract. Further details can be found in the data protection declaration available at www.getvoila.com/datenschutz.
11.1. Voilà reserves the right to change 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 transport, further developments of the business model, changes in market conditions or other reasons and the partner not unduly disadvantaged.
11.2. Voilà will notify the Partner of a change to the General Terms and Conditions for Partners by email at least 2 weeks before the changes are scheduled to come into effect. The change notification will contain a reference to the possibility and period of objection as well as the consequences of not objecting.
11.3. If the partner does not object to the validity of the changed general terms and conditions for partners within 2 weeks - starting on the day following the notification of the change - the changed general terms and conditions for partners are deemed to have been accepted by the partner. If the partner raises an objection in due time, each party has the right to terminate the contractual relationship.
12.1. Verbal ancillary agreements and supplements at the time the contract is concluded do not exist.
12.2. The contractual relationship is subject to German law.
12.3. The parties agree on the exclusive jurisdiction of the regional court at the registered office of voilà for all disputes arising from and in connection with this contract, to the extent permitted by law. Voilà, however, is entitled to appeal to any otherwise competent court.
12.4. The invalidity of one or more provisions of this contract does not affect the validity of the rest of the contract. The parties are obliged to mutually agree to replace the invalid provision with a provision that comes closest to the economic purpose of this contract. The same applies to any gaps in the contract that may arise.
Sep 2022