T&Cs for Partner – Licensing

PREAMBLE


0.1. Dine In Taste GmbH (hereinafter “voilà”) operates an online platform that (a) offers end 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 end customers (“customers”) can order 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 voilà to the customer can consist in particular of the preparation, preparation and packaging of food, which are then made available to the customer as prepared cooking sets (including pre-packaged food if necessary) ("contractual products") for the final preparation.


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.

0.5 The preparation of the contractual goods must be faithful to the contractual know-how shared by the partner and any modification must be previously authorized by the partner. 

0.6 The partner is not liable for any contingency event related to the preparation of contractual products such as food mishandling or intoxication. 

GRANT OF LICENSE


1.1. The partner grants voilà an exclusive, transferrable and sub-licensable right to use the contractual know-how for the production and sale of the contractual products in Europe, especially in the countries in which getvoila.com is active ("contractual territory") during the term of this contract. In this sense, the partner will not offer the contractual products himself during the term of this contract.


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, the partner grants voilà a geographically unlimited and simple right to use its brands and other trademark rights (e.g. name, company name, business designation, logos) during the term of this contract , etc.) as well as to all other property rights that the partner holds for documents, data, photos, information and other materials (“materials”) made available by him, collectively referred to as “contractual property rights”. The rights of use granted apply regardless of the type and scope of the advertising and regardless of the distribution medium but will be subject to prior authorization from the partner. voilà has the right to graphically adapt all materials for the purpose of harmonization on the platform.


1.4 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.

GENERAL DESIGN OF THE COLLABORATION


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 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 agrees to publish a total of two social media postings per month in relation to voilà, including a link to voilà - coordinated 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.



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




PARTNER OBLIGATIONS


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. The costs for this will be borne by voilà, unless the parties expressly agree otherwise.


3.2. 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.



3.3. The partner will support voilà in creating a handout for the customer, which contains all ingredients, ingredients, allergens and additives that are subject to labelling 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).





PRICING AND PAYMENT PROCESSING


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 of the order by the customer, after monthly billing 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 stated in the partner contract, plus the statutory sales tax or - depending on the information in the partner contract - the fixed amount per order stated there, plus the statutory sales tax. Voilà will send the partner an invoice for the contractual products delivered to the customer one calendar week after the end of the monthly accounting 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. The payment to the partner takes place in two calendar weeks after the end of the monthly billing period in which the underlying order was delivered.




SPECIAL OFFERS


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. 



TERM AND TERMINATION


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. After two years 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.