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    Terms & Conditions

    Section A. Definitions

    Statement: a statement of the amounts owed between you and us for the previous week (Monday to Sunday inclusive)

    Cash Order: an order paid for in cash.

    Order: an order for Goods placed by a Customer via the Platform.

    Delivery Person: a person who works directly or indirectly for goroots.eu and carries out the delivery of an order as part of the Delivery Services.

    Gross Order Value: the total amount billed to the customer for an order by you, including the value of the goods, any delivery fees you charge and any applicable taxes. For the avoidance of doubt, if we offer delivery services, we will charge the customer for delivery charges and these charges are not part of the gross order value.

    Data Protection Laws: Regulation (EU) 2016/679 as amended, revised and replaced and/or laws implementing or enacted under this Regulation or amending, replacing, re-enacting or consolidating such laws and any others applicable laws relating to the processing of personal data and data protection that may exist in a relevant jurisdiction, including where applicable guidelines and application guidance issued by regulatory authorities. "Controller", "processor", "data subject", "personal data", "personal data breach", "processing" and "appropriate technical and organizational measures" are interpreted in accordance with data protection laws.

     

    Services: our services consisting of

    an order processing service that enables customers to place orders with you via the platform, which you can view in your administration area on the platform

    Payment services through our partner Stripe Payments Europe, Ltd., 1Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland. Goroots.eu is not responsible for the processing, but only forwards the order to Stripe Payments. We expressly refer to the conditions of Stripe Payments and their terms and conditions.

    Delivery Services where we have agreed to provide the Delivery Services

    Shipping service via our partner shipcloud GmbH, St. Annenufer 5, 20457 Hamburg, Germany. Goroots.eu is not responsible for the processing, but only forwards the order to shipcloud GmbH. We expressly refer to the terms and conditions of shipcloud GmbH and their terms and conditions.

     

    Force Majeure Event: an event beyond the reasonable control of either Party. This includes, but is not limited to, strikes, lockouts or other labor disputes (whether by the Party's workforce or a third party), failure of an essential utility or transportation network, acts of God, war, riot, acts of terrorism, civil commotion, epidemics or pandemics , malicious damage by a third party, compliance by a third party with any law or governmental order, rule, regulation or instruction, major accident, cyber attack, failure of plant or machinery, fire, weather phenomena (e.g.: lightning, ice, flood, heavy snowfall ) or capacity problems

     

    Fees: the commission fee, administrative costs and - if applicable - other fees specified on the registration form or otherwise confirmed by us in writing or charged by us for the Services. 10% of the gross proceeds of all sales via the goroots.eu platform.

    Intellectual Property Rights: all intellectual property rights of any kind worldwide, whether registered, unregistered, registrable or otherwise, including all Trademarks.

    Equal Price Guarantee: your guarantee that the prices, discounts and special offers you offer in relation to the goods and services you offer on the Platform (including any delivery charges and minimum order values ​​you set) are equal to the prices for goods and services, ordered through your own channels.

    Goroots.eu: Roots Z&Z GbR, Mühlstraße 5, 86875 Waal, contact@goroots.eu +49 8246 3379990

    Merchant: A company that sells goods or offers services and uses the Platform to contract for and pay for offers.

    Card Order: an Order that is not a Cash Order

    Customer: a natural or legal person who has used the platform to place an order.

    Delivery Services: a service provided by us to collect the orders from your shop or restaurant and deliver them to a customer.

    Delivery distance: the distance between a restaurant and the customer, determined solely by us using an appropriate application.

    Delivery time: if you organize the delivery yourself, the delivery time specified by you via the platform or the delivery time previously specified by the customer and confirmed by you for the delivery of the order to the customer.

    Trademark: the words "goroots.eu", the house logo and all other registered or unregistered trademarks and logos used by us individually or in combination (whether registered or not). References to "our brand" are references to the brand.

    Platform: the goroots.eu website, mobile applications and ordering platforms, including the retailer and restaurant websites.

    Premises: the physical premises where the trade or restaurant operates.

    Restaurant: A business that prepares and sells meals, beverages and related products and uses the Platform to contract for and pay for offers.

    Chargeback: a fee charged to us by a financial institution (such as a customer's card-issuing bank or merchant bank) in connection with the cancellation of a card transaction.

    Tip: the amount paid by a customer, intended for the delivery person who delivers the order.

    Company information: The information about the retailer or restaurant, including but not limited to the company and its contact details, the product range (meals, side dishes, options and drinks, including information on allergens and additives), prices for each individual product (including VAT), company logo, graphics, Delivery area (including zip codes), delivery costs and minimum order quantities and other information about the retailer or restaurant

    Company portal: the online portal for retailers and restaurants, add a domain if necessary after we have assigned a user name and password

    Agreement: the Registration Form or otherwise the General Business Terms and Conditions and, if applicable, the Supplemental Terms, as attached.

    administration of goroots.eu: the books and records of goroots.eu.

    Preparation Time: where we have agreed to provide the Delivery Services, the preparation time specified by you via the Platform or the delivery time previously specified by the Customer and confirmed by you, less 15 minutes for the Order to be ready for collection by a courier.

    Goods: the products or menu items offered by your business.

    Business Website: a website created by us relating to a retailer or restaurant, with a domain name specified by us.

    Business Day: a weekday that is not a public holiday in the relevant country of operation of the Platform.

    Payment Services: collecting and securing payments from customers on your behalf and transmitting those payments to you, Stripe Payments, and managing and processing refunds on your behalf.

    Payment partner: a company that receives the payment services.

    These Merchant and Restaurant Terms and Conditions apply between you and goroots.eu (“us” or “we”). The term “you” or “Payment Partner” means you as the individual or entity that you represent by accepting the Agreement.

    Section B. General Terms

    intermediary role

    We provide you with the services that result in entering into legally binding contracts for the sale of goods to customers. We act as an intermediary on your behalf in entering into these contracts. We are not a party to any contract.

    You acknowledge and agree that goroots.eu also represents and acts on behalf of other retailers, restaurants or professional suppliers who may be your direct competitors.

    Our duties

    We will provide you with:

    2.1.1.an order processing service that enables customers to place orders at your restaurant via the platform,

    2.1.2.the payment services as specified in Section C Supplementary Conditions - Payment Services for all Card Orders made via the Platform.

    2.1.3. the Delivery Services as specified in the Supplemental Terms - Delivery Services if we have agreed to procure the Delivery Services,

    There are no fees for registering on the platform itself. We will charge you the fees according to Section 9.3. invoice.

    marketing

    In order to promote your restaurant, you agree that we may use your name, logo, restaurant information and other intellectual property for marketing activities during and after the contract term. In particular, we can:

    3.1.1.unless you instruct us otherwise, engage in search engine optimization and search engine marketing to promote your business on the Platform, by using your brand name or other keywords related to your business and displaying your brand name or offers in search results (including on online maps) or show up in search engine results for your brand by adding links to the platform,

    3.1.2.Create, register and promote a business website using your brand, offering and logo and a domain name using your brand. We will own this domain name and all intellectual property rights associated with the Company's website (other than your trademark, offer and logo).

    3.1.3.connect the Company website or other online assets under your control (e.g. Google My Business pages) to the Platform so that customers can place orders,

    3.1.4. Engage your company in advertising campaigns through various marketing channels (physical and digital), including Affiliated Company (Third Party) platforms, and use your approved logo and company information in these activities, and

    3.1.5.Provide you with various marketing materials and guidelines on how to use these materials to promote your business and to work with us.

    reviews

    On the Platform, we may display ratings and comments (“Reviews”) made by Customers in relation to the Restaurant or an Order. We will not be responsible or liable to you for any Reviews, and we will only remove or edit Reviews if, in our opinion, the Reviews are unreasonably defamatory or otherwise objectionable. This is done solely in accordance with applicable laws. You will not post, cause, or permit any other party to post reviews about your own business that are misleading, deceptive, fraudulent, or otherwise violate the Review Guidelines.

    Ranking parameters available?

    We use various ranking parameters to determine the order and prominence of restaurants and goods in search results in response to a customer's search on the Platform. To help you understand how these work, we've listed the main ranking parameters we use at http://??? detailed and described, and such description forms a part of this Agreement.

    Registration on the platform

    You can register on the platform by sending us a completed registration form, including company name, company address, tax number, VAT ID, certificates according to § 22f UstG, bank information, billing address. A prerequisite for an agreement on the provision of the services is that goroots.eu has confirmed receipt of the information and documents and the registration of the company.

    We may, at our sole discretion, refuse any application for registration of a business.

    By registering on the Platform, you warrant that you are not in bankruptcy, bankruptcy or reorganization proceedings, that no moratorium has been granted and that you are not subject to investigation or criminal prosecution by any authority.

    After the acceptance and complete processing of a registration, you will receive a user name and a password from us for access to the company portal. We publish important information for you in the company portal, e.g. B. the processed orders, card orders, owed payments and invoices.

    Your Obligations to goroots.eu

    You must provide us with the company information we request and you must ensure that it is accurate and up to date. The information you provide will be duplicated and displayed to customers on the platform and/or on search engines (e.g. Google) for marketing purposes. We reserve the right to correct obvious spelling or formatting errors in the company information presented. However, you remain fully responsible for the accuracy of this information and for ensuring that it is up to date at all times.

    You are entitled, where appropriate and possible, to make changes to certain parts of the Company Information on the Platform itself. In cases where it is not possible or permitted to make such changes yourself, you must notify us of the changes in company information at least fourteen (14) days before they are scheduled to take effect in order for us to process the changed information displayed on the Platform.

    You are not permitted to link to third party websites or place advertisements on the Platform and you will not engage in any SEA and/or similar services using the Marks without our express consent.

    In accordance with applicable laws and standards, you must promptly provide us with accurate and complete information about all allergens in your products and food. We may request additional information from you,

    including the list of ingredients for each menu item. The allergen information you provide will be inserted by us on the platform. You are responsible for ensuring that any allergen information you provide (both to us for inclusion on the Platform and directly to any customer or customer service who contacts you to request details in relation to the Goods) in relation to the foodstuffs that prepared for your restaurant at that time are fully accurate, complete and up to date. Customers may be encouraged to contact you (or we may contact you on behalf of customers) with questions about allergens. We do not verify and accept no liability for verifying allergen information on your behalf.

    If a food inspection authority or any other authority finds a violation by you or your employees under applicable food laws or any other law or regulation, you must notify us immediately.

    If a customer complains to us about an order or your shipment and we provide you with details of the complaint, you must respond to the customer as quickly as possible and act reasonably and cooperate with that customer and us to achieve a prompt resolution.

    In connection with the fulfillment of orders, you must not use any marketing materials containing logos/branding of our competitors.

    If we have incurred any costs (including where you have refused an order) as a result of a complaint about your goods, services or conduct, you must reimburse us in full for those costs.

    You are not allowed to do the following during the term: optional, wanted?

    7.9.1.Conduct your business in a way that harms our business, goodwill or reputation,

    7.9.2. assist in any act or omission that harms our business, goodwill or reputation, or

    7.9.3.do or say anything derogatory that could bring us into disrepute or damage our reputation,

    7.9.4.Behave in an offensive or disrespectful manner towards customers, our employees or suppliers. If you breach this clause, we may restrict, suspend or terminate any part of the Services or terminate this Agreement in accordance with clause 15.1 or 15.3 (as applicable).

    During the Term, you must apply the Equal Price Guarantee. In the event of a breach of the Equal Price Guarantee, the price difference between the price quoted on the Platform and the price calculated outside the Platform shall be:

    the price we have invoiced you and

    the price reimbursed by us to the customer by presenting a voucher.

    You will promptly adjust the prices, discounts or other items on the Platform to match the corresponding items on your own website and in your offer. We may also adjust your prices, discounts or other items on the Platform to match the corresponding items on your own website and offer.

    Obligations to Customers

    Goods ordered by customers will be handled and packed by you on the premises and with all reasonable care and skill.

    Food in particular is prepared and packaged appropriately to ensure that the goods are:

    8.1.1.are safe to eat,

    8.1.2.comply with the expected standard,

    8.1.3.hygienically prepared, packaged, transported (if applicable) and stored,

    8.1.4. are correctly labeled and

    8.1.5. prepared in accordance with additional reasonable instructions from the customer,

    8.1.6.have been prepared with the correct ingredients as communicated to the customer.

    You acknowledge and represent that once a Customer places an order through the Platform, a contract for the supply of Goods is formed between you and the Customer and that you will accept an order placed by a Customer in accordance with the order details and within the time limit set by delivery time confirmed to you.

    You will use your best endeavors to accept and actually accept all orders received from us and to allow contact by email or telephone during your business hours. If you are unable to fulfill orders, you must change your status to offline to prevent customers from placing orders. If you are unable to fulfill an order, you must let us know as soon as possible so that we can notify the customer accordingly. If clauses 8.1, 8.2 or 8.3 are not complied with, we have the right to suspend the provision of the Services.

    If the order contains alcohol or other age-restricted products, you acknowledge that you are solely responsible for ensuring that the customer is over the appropriate legal age to purchase age-restricted goods. You are required to ask the customer to provide identification upon delivery or collection in accordance with applicable law. If the customer is unable to provide adequate identification or does not meet the minimum age requirements, you must refuse delivery of the applicable products to the customer.

    You can cancel an order under the following circumstances:

    8.5.1. the customer placed the order with incorrect contact or address information,

    8.5.2.Your goods are no longer available and the customer does not accept an alternative offered by you or

    8.5.3. an event of force majeure affects your restaurant. If an order is cancelled, you will notify us within two (2) days. Cancellations will no longer be considered after this deadline.

    We reserve the right to introduce a tipping feature on the Platform that will allow customers to tip delivery people using the online payment methods available on the Platform. If the delivery person works for you (i.e. not for goroots.eu), we will forward the tip to you. You are obliged to remit any gratuities received from us to the relevant delivery person and to indemnify us against any claims by delivery persons and customers arising out of or in connection with this obligation. Where applicable, you are solely responsible for all (employment) tax consequences associated with the payment of the tip to the delivery person.

    Upon request, you must provide the customer with a receipt (and tax invoice, if applicable) in relation to an order.

    You must comply with your obligations under this Agreement and ensure that your employees, agents and contractors also comply with them.

    You must comply with any reasonable instructions we give you regarding the performance of your obligations under this Agreement.

    Payments from customers

    Where we receive payment from customers for card orders through Stripe Payments, the payment received (the gross order value) less any applicable fees charged by us (in relation to each order) will be held on your behalf until paid to you in accordance with our Payments Terms (Section C). is payable. How are merchants billed?

    You receive payment from customers for cash orders. Cash payments cannot be accepted when we procure the Delivery Services.

    We provide you with a summary each week on the Company Portal which includes the following

    9.3.1. the cumulative gross order value of all orders, broken down into cash orders and card orders,

    9.3.2.the fees we charge you. We will charge a fee of 10% of the relevant gross order value plus the delivery services or other services rendered to you, or such other amounts as may be notified to you by us and billed to you in accordance with the Agreement, and

    9.3.3 all balances carried forward and all amounts paid or received by us since the date of the previous statement. How does it work?

    Payments to goroots.eu

    10.1 Any amounts owed to us by you (including interest and costs). will be offset by us at any time against the amounts owed to you. We may also withhold certain amounts, costs and expenses from any amounts we hold on your behalf, such as: B. (i) all chargebacks (and related costs and expenses), (ii) all other costs and expenses we incur or reasonably foresee arising from your breach of this Agreement or from any apparent fraudulent activity in connection with your restaurant , and/or (iii) any amounts that we are required to withhold or are reasonably expected to withhold by any applicable authority. If we make any withholdings, we will only do so for so long as is reasonable and we will (if any) make a corresponding credit in your favor on the next statement after it is determined that we have no liability in relation thereto . If we incur a loss or liability, we will withhold the amount withheld to the extent of the loss or liability.

    10.2. If the cumulative gross order value is less than the amount you owe us for the same period (including any amounts relating to commission fees for cash orders), we may stop accepting cash orders and charge any outstanding amounts until you no longer owe us any money . In addition, we may, in our reasonable discretion, suspend or discontinue accepting cash orders at any time. You must pay all invoices to goroots.eu's bank account within 15 (fifteen) days of the date of the statement, details of which are set out in the statement.

    10.3. We are entitled to charge you monthly interest at a rate of 2% (two percent) above the Euribor rate on any unpaid balance from the payment due date until the day the balance is cleared or received by us - whichever is the case time earlier

    lies - to calculate. You acknowledge that late payment interest is a definitive estimate of our loss caused by your late payment. In addition, you will also be liable for any collection costs we incur in connection with collecting any overdue payment and for any additional costs we incur for that purpose.

    11. Confidential Information

    11.1 You and we (and our respective officers, employees, agents and consultants) (the “Receiving Party”) shall keep secure the confidential information of the other party (the “Disclosing Party”) and the confidential information of any Affiliate of the Disclosing Party and not to use or disclose for any purpose not provided for in this Agreement. Confidential Information, as used in this clause, means any information, data or material relating to the business or affairs of the Disclosing Party (or any Affiliate or Business Contact). For the avoidance of doubt, Confidential Information includes:

    11.1.1.the personal data of customers,

    11.1.2. all data stored on the platform or in information technology systems owned or operated by Lieferando.de and relating to the platform,11.1.3 the terms of this Agreement

    11.2. The restrictions in clause 11.1 do not apply to:

    11.2.1. any use or disclosure authorized by the Disclosing Party or by law,

    11.2.2. any information already in the public domain or becoming public that has not been disclosed by the receiving party's unauthorized disclosure, or

    11.2.3. any Confidential Information which is required to be disclosed by law or court order, provided that the receiving party will notify the Disclosing Party in writing prior to disclosure of the reasons for and manner of disclosure and will give the Disclosing Party a reasonable opportunity to obtain such information to consider and shall do whatever the Disclosing Party may reasonably require, at the Receiving Party's expense.

    11.3. This Clause 11 will remain in full force and effect for a period of 5 (five) years after the termination of this Agreement.

    Intellectual property

    You are not permitted to use our intellectual property rights in any context for which we have not given you express permission. You are not permitted to use our intellectual property rights on packaging, clothing, stationery, vehicles, etc., unless you have our prior written permission. You are entitled to use our Branded Items that we or our suppliers have made available to you, but you may only use them in accordance with our instructions.

    You are not permitted to use our intellectual property rights in connection with restaurants not registered or active on the platform.

    If any third party alleges, or if we have any other reason to believe that your use of any information or design on the Platform, including but not limited to any logo, name, brand name, trademark or other information or design, infringes any of our or any third party's rights, you represent Your agreement to follow any instructions we give you regarding the use of that information or those Designs. In the event of a dispute, this could result in us suspending the Services and/or you from the Platform in accordance with clause 15.1 pending the resolution of the dispute.

    You may not do or say anything derogatory during the Term that may bring our brand, business or brand into disrepute or damage our reputation.

    You must stop using our intellectual property rights at our request once this Agreement ends or the Services are suspended. This includes removing all in-store references to our intellectual property rights and removing all online and print advertising that associates your business with our platform and intellectual property rights.

    By entering into this Agreement with us, you confirm to us that you have the right to use your brand name, logos and all related information and designs in connection with your business and the Platform and that the use of your brand name, logos and all related information and design will not bring you into conflict with any other person. You grant us a royalty-free license to use your name, logo and any other intellectual property (including intellectual property in any photographs you send us relating to your business or goods). You also grant us the right to sublicense to third parties to enable us to perform our obligations under this Agreement. This includes the marketing activities described in clause 3 above and you confirm to us that you have the right to grant us this license. However, your intellectual property remains your property at all times. Your license to us will terminate upon termination of this Agreement. This does not include the Company website domain or any marketing activities or other uses already initiated or planned by us and/or which cannot reasonably be reversed or stopped. In this case, the license will survive to the extent and for as long as is reasonably necessary.

    liability and insurance

    In the following cases, one party is liable to the other under this agreement in accordance with the statutory provisions:

    Liability under the Product Liability Act;

    in the event of injury to life, body or health;

    in the event of intent or gross negligence on the part of a contracting party or its employees, agents or contractors;

    in case of fraudulent misrepresentation;

    in the event of the assumption of an express guarantee by one of the contracting parties; or

    in all other cases of legal liability which (in any case) cannot be limited or excluded by law.

    In the case of simple negligence, we are only liable to you for the violation of so-called cardinal obligations. Cardinal obligations are such obligations which enable the proper performance of an agreement such as this Agreement and the observance of which the other party relies or may rely on. In this case, our liability towards you is limited to the typical, foreseeable damage. To the extent that our liability is limited or excluded under this clause 13.2, the same shall apply to the personal liability of our legal representatives, employees and agents.

    Subject to the clauses 13.1 and 13.2 above, our liability to you is - regardless of the legal reason, especially due to defects, legal defects and / or the violation of other obligations arising from this agreement or a pre-contractual obligation (e.g. according to § 311 Para. 2 BGB) or from tort - excluded. This exclusion also applies to the personal liability of our legal representatives, employees and agents.

    You will indemnify us in full for any and all costs (including chargebacks), losses, damages or claims (and all related costs (including legal costs), penalties, interest, expenses and other liabilities incurred by us in connection with your breach of this Agreement In addition, you will indemnify us in full for any loss, damage or claim (and all associated costs, including legal fees), penalties, interest, expenses and other liabilities arising out of any third party claim against us arising out of our relationship with you as a contracting parties (regardless of whether the obligations of both contracting parties under this agreement have been fulfilled or not).

    You are required to maintain, at your own expense, adequate insurance policies as required by law and/or good industry practice. You must, if we request it, provide evidence that you have the required insurance policies.

    Access to data and protection of personal data

    14.1 As the operator of the platform and in the provision of services for companies (including the services made available to you), we and the payment service provider Stripe Payments collect the resulting data and have access to this data. We and Stripe Payments use this data in many ways and for different reasons. This includes analytics, operational purposes, data matching (sometimes by a third party service provider) and the use of aggregated data in some public materials (such as on our website). In addition, we and Stripe Payments collect and have access to order-related data and customer personal data (as set out in the goroots.eu Customer Privacy Policy).

    14.2 The Company Portal gives you access to certain information related to your company and your orders (and other Company Partners have access to that information related to their own orders). However, you do not have access to any other data, and we do not share any data relating to your company, your orders or any other data with other corporate partners.

    14.3. You and we will be separate controllers of the Personal Data processed in connection with this Agreement, each for their own purposes and by their own means and/or on their respective behalf. This means that you and we are independently responsible for the processing of the personal data. However, the contracting parties can - within the framework of this agreement - restrict the intended purposes and means for the use of the personal data.

    14.4.You acknowledge that you are aware of the goroots.eu Customer Privacy Policy and will act in accordance with this policy and data protection laws. You can find the current version of the privacy policy on the platform.

    14.5. They will not provide any customer personal information to third parties and will not engage in any communication with customers, except for the purpose of preparing and delivering the order.

    14.6. You will notify us promptly (and without undue delay) in writing of any personal data breach of which you are aware which relates to customer personal data and will keep us updated of any such data breach.

    14.7. Nothing in this Agreement or the understandings contemplated herein shall imply that either party shall be deemed to be i) the other party's processor or ii) joint controller with the other party in relation to the Personal Data shared by one party with the other .

    Restriction, Suspension and Termination

    15.1. If:

    (a) we (reasonably) consider that you are failing to perform your obligations under this Agreement, and/or

    (b) any of the events in clause 15.3(b) apply to you or in clause 15.3(c) occurs and/or

    (c) we have the express right as set out in the remainder of this Agreement (which we have pursuant to clauses 7, 8, 9, 11, and 17 and exercise that right with legal effect, we may at any time by written notice terminate the provision of the Services limit, suspend or terminate any portion of this Agreement, including by suspending your profile on the Platform.

    15.2. If we restrict, suspend or partially terminate the provision of Services to you as set out in clause 15.1 above, we will email you a clear explanation on or before the date on which the restriction, suspension or termination takes effect of our reasons (including the reasons to which we refer). If you wish, you can use our complaints handling system to clarify the facts or circumstances that led to the restriction, suspension or termination. We will then contact you to discuss the same and if, after such discussion, we conclude that the restriction, suspension or termination is not appropriate, we will discontinue the relevant Services, including your profile on the Platform, if any restore undue delay.

    15.3. Either you or we may terminate this Agreement at any time in writing without prejudice to any other rights or remedies available if:

    (a) the other party has committed a material breach of any of its obligations under this Agreement and such breach is irreparable or, if recoverable, the breach has been rectified within 14 (fourteen) days after Notification of breach by the non-breaching party not resolved to the satisfaction of the non-breaching party,

    (b) the other Party becomes insolvent, its assets are subject to bankruptcy proceedings or someone initiates similar or analogous proceedings in relation to solvency,

    (c) a Force Majeure Event makes the provision of the Services impracticable or commercially unreasonable, or

    (d) you or we are required to do so by law or regulation.

    15.4. You may also terminate this Agreement by ordinary notice, provided that you do so in writing at least 30 (thirty) days before the termination takes effect.

    15.5.If this Agreement is terminated by us, we will give you prior notice and email you at least 30 (thirty) days before the termination takes effect with a clear explanation of our reasons (including the reasons on which we rely). appointed). This does not apply if we terminate this Agreement in accordance with clause 15.3.

    15.6. Immediately upon termination of this Agreement, for any reason, we will remove your Company Profile from the Platform.

    15.7. Without prejudice to any other provision of this Agreement, you acknowledge and agree that search engines that are licensed to use your intellectual property or personal information under this Agreement may continue to own or use it after termination. Cached versions of the Platform may continue to exist in web browsers and on search engine and customer web servers after termination. We will not be liable to you in connection with any of these matters to the extent that they are beyond our control.

    15.8. Your and our rights and obligations under Clauses 11, 12, 13, 14, 15.7, 18 and 21 and any provisions necessary to interpret or enforce this Agreement will survive termination of this Agreement.

    Your Authority and Changes in Company Property

    Unless we have agreed otherwise in writing, we are authorized to take instructions regarding your account and provide information about your account to: (i) the person who signed this Agreement, (ii) any person who appears to us to be employed by that person or the restaurant, and (iii) any other person whom we reasonably believe has authority to act on your behalf. You must promptly provide us with any information or evidence we request to prove ownership of the Restaurant, its business or its premises.

    If you sell your business or transfer ownership of your business, you must notify the new owner or transferee of this Agreement and notify us in writing of the proposed sale or transfer. In the event that you fail to provide us with sufficient notice and we make any payments to you that should have been made to the new owner or transferee, we shall have no obligation to make such payments to the new owner or transferee, and you are liable in connection therewith.

    If a third party notifies or informs us of a change in ownership of your business or other important details relating to your business (such as a name change or a change in bank details), we will use reasonable efforts to contact you. If we do not receive a response from you or if you fail to provide us with the notice referred to in clause 16.3, we may change the status of your company to offline or terminate this Agreement. In the event that we make any payment to you that should have been made to the new owner or transferee, we will not be obliged to make such payment to the new owner and transferee and you will be liable in relation thereto.

    Consent and Compliance with Laws

    17.1 You represent and represent that you have obtained and will maintain all necessary consents, licences, permits, registrations (including registration as a food business), permits or powers of attorney (“Consents”) from any relevant person or authority in connection with your business.

    17.2. You are obliged to notify us immediately in writing and to provide us with all relevant information if the following applies:

    (a) any of the consents is revoked, suspended or modified,

    (b) you are served with an official prohibition notice or order or equivalent order; or

    (c) you have reason to believe that goods delivered or made available for delivery by you to a customer are not sound.

    For the avoidance of doubt, the occurrence of any of the events referred to in Clause 17.2(a) to (c) will constitute a breach of this Agreement, barring any change in consents, and we reserve the right to delete (among other things) your profile on the Platform suspended in accordance with clause 15.1.

    17.3. You must comply with all applicable laws and regulations. These include, but are not limited to, laws and regulations related to health and safety, taxation, data protection, food standards (including maintaining an appropriate food safety management system), the sale of alcohol, hygiene and consumer information (including allergen labeling). In addition, upon reasonable request, you will provide us with reasonable evidence of such compliance.

    17.4. Each party shall have sole responsibility for self-assessment, making claims and remitting all applicable taxes.

    Assignment and Subcontracting

    Except to an Affiliate or, in the case of goroots.eu, solely in connection with the procurement of Delivery Services, neither you nor we shall have any or all of our respective rights or obligations under this Agreement without the prior written consent of the other party , which shall not be unreasonably withheld or delayed, or to the extent expressly permitted in this Agreement, assign or subcontract. Any consent, if given, will not affect any of your or our duties or liabilities under this Agreement.

    Force majeure

    Neither you nor we shall be liable to the other party for any delay or failure to perform any of its obligations under this Agreement arising out of a Force Majeure Event.

    Changes to this Agreement

    20.1. We may change this Agreement from time to time. You will be notified of any proposed change(s) through a message on the Company Portal or via email. Except for the limited situations described in clause 20.3, the proposed changes will become effective no earlier than 15 (fifteen) days after the date we notify you of them (and we will confirm the effective date of the change(s) specified in the relevant notification).

    20.2. Once we notify you of a proposed change(s) to this Agreement, you have the right to terminate this Agreement prior to the applicable notice period. If you wish to terminate and notify us during this notice period, the termination will be effective 15 (fifteen) days after receipt of your notice. You may also waive your right to cancel by either notifying us in writing or by providing clear affirmative action. If we do not hear from you by the end of the notice period, you will be deemed to be happy with the change(s).

    20.3. The minimum notice period of 15 (fifteen) days in clause 21.1 will not apply if:

    (a) we are subject to a legal or regulatory obligation which requires us to change this Agreement in a way that does not permit us to provide you with that length of notice; and

    (b) we need to change this Agreement to address an unforeseen and imminent threat related to defending the Services, the Platform, Customers or Restaurant Partners from fraud, malware, spam, privacy breaches or other cybersecurity risks.

    General

    This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings and understandings between the parties relating to the subject matter of this Agreement.

    All notices under this Agreement must be in writing.

    If any term or provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining part of the Agreement will remain in full force and each term or provision, in whole or in part, will be deemed modified to the maximum extent possible to accommodate it give validity, legality and enforceability.

    This Agreement may be executed electronically. Without prejudice to the use of the words "in writing", "copy", "signed", "signature" or other similar words, it is the intention of the parties that the use of an electronic signature and the keeping of records in electronic form have the same legal effect, validity or Enforceability has such as a hand-deposited signature or the use of a paper-format filing system.

    This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement shall be governed by and construed in accordance with German law.

    The court having jurisdiction for our registered office at 86875 Waal, Germany shall have exclusive jurisdiction to settle any dispute or claim (including any non-contractual dispute or claim) arising out of this Agreement.

    General Terms and Conditions for Customers

    The present “Terms and Conditions for Customers” are applicable to the relationships between gogoroots.eu and the customers. Retailers and restaurants are referred to the "General Terms and Conditions for Retailers and Restaurants".

    1. Definitions

    Offer: The products and services offered by the retailer or restaurant that can be ordered by the customer via the platform from the retailer or restaurant.

    Order: The customer's ordering an offer from a retailer or restaurant via the platform.

    Customer: A legal or natural person (over 18 years of age) who places an order with the merchant or restaurant via the platform.

    Platform: The website(s), apps and tools made available by goroots.eu, goroots.eu affiliated companies and/or business partners, including the Merchant/Restaurant Website to the extent such is used by the Merchant/Restaurant .

    Restaurant: A business that prepares and sells meals, beverages and related products and uses the Platform to contract for and pay for offers.

    Merchant: A company that sells goods or offers services and uses the Platform to contract for and pay for offers.

    Restaurant information: The information about the restaurant, including but not limited to the business and its contact details, the product range (meals, side dishes, options and drinks, including information on allergens and additives), prices for each individual product (including VAT), company logo, graphics, delivery area ( including postcodes), delivery costs and minimum order quantities as well as other information about the restaurant.

    Merchant Information: Merchant information, including but not limited to the company and its contact details, product range, prices for each individual product (including VAT), company logo, graphics, delivery area (including zip codes), delivery costs and minimum order quantities, and other information about the Merchant.

    Service: The services offered to the goroots.eu customer through the Platform, including the transmission of orders to the relevant retailer or the concerned restaurant. However, the services to be provided under the contract by the dealer or restaurant are not part of the goroots.eu service.

    Goroots.eu: Roots Z&Z GbR, Mühlstraße 5, 86875 Waal, contact@goroots.eu +49 8246 3379990

    Contract: An agreement between the customer and the retailer or restaurant regarding an order including delivery or collection of the order. Parties to the contract are the customer and the restaurant, but not goroots.eu.

    2. Identity of goroots.eu

    Goroots.eu operates under the name “goroots.eu” in Germany.

    Correspondence address:

    Roots Z&Z GbR

    Mühlstrasse 5

    86875 Waal

    contact@goroots.eu

    +49 8246 3379990

    3. Applicability

    These General Terms and Conditions for Customers only apply to the goroots.eu service.

    By placing an order, the customer enters into a contract with the retailer or restaurant for the delivery of the offer selected by the customer.

    Goroots.eu is not responsible for the offer and/or the contract between the customer and the retailer or restaurant. If applicable, the general terms and conditions of the retailer or restaurant also apply to the offer and the contract.

    4. Offer

    The offer published on the platform is published on behalf of the relevant merchant or restaurant, based on the merchant or restaurant information provided. Goroots.eu does not verify the accuracy or completeness of the merchant or restaurant information and is not responsible for the performance of the contract.

    The restaurant may use ingredients and additives in food and drinks that may cause allergies and intolerances. If you are allergic to any food, we advise you to call the restaurant to find out what allergens are used before placing an order.

    The trader may offer goods or services that may trigger allergies or intolerances. If you are allergic to ingredients in goods, we also advise you to contact the retailer by telephone to find out about allergens used or included before placing an order.

     

    5. Contract Between Merchant or Restaurant and Customer

    The contract between the retailer or restaurant and the customer comes into effect as soon as the customer places the order and clicks the "Order with obligation to pay" button on the platform at the end of the ordering process.

    After receipt of the order, goroots.eu will electronically confirm the order to the customer.

    The merchant or the restaurant has the right to cancel the order if the offer is no longer available, if the customer has provided an incorrect or non-working telephone number or other contact information, or if there is a case of force majeure.

    The contract can only be executed by the merchant or restaurant if the customer provides correct and complete contact and address information when ordering. The Customer is obliged to immediately report any inaccuracies in the information (including payment details) submitted or shared to goroots.eu, the Merchant or the Restaurant.

    The customer must be available to the restaurant and goroots.eu by phone or email (as specified when placing the order) to receive information regarding the status of their order.

    If goroots.eu delivers the order on behalf of the restaurant, goroots.eu may charge the customer for delivery costs. The current delivery costs are indicated on the platform before a customer places an order. A receipt for the delivery costs can be requested from goroots.eu.

    If the customer wishes to have the order delivered, the customer must be present at the specified delivery address in order to receive delivery of the order. In case the customer wants to pick up the order, he should be present at the selected time at the retailer or restaurant pick-up location as indicated in the confirmation email, SMS or on the platform.

    Upon delivery of the order, the merchant or restaurant may require the presentation of age identification if the order contains alcoholic products or other products with an age limit. If the customer fails to provide adequate identification or does not meet the age requirements, the retailer or restaurant may refuse to supply the relevant products to the customer. In this case, cancellation costs in the amount of the purchase price (excluding VAT) for the product with an age limit can be charged to the customer.

    Goroots.eu assumes no liability for the execution of the contract.

    After placing an order, the customer may, at their own discretion, decide to tip a delivery driver using the available online payment methods.

    The tip is intended for the deliverers and cannot be considered payment for goroots.eu services.

    Goroots.eu transfers the tip to the deliverers if they are commissioned directly through goroots.eu. If a deliverer is not commissioned via goroots.eu, but directly by the retailer or the restaurant, goroots.eu transfers the tip to the retailer or the restaurant and obliges them to pay the tip to the deliverer. Goroots.eu cannot guarantee or accept responsibility for the transfer of the tip from the retailer or restaurant to the delivery person.

    Once the customer has received confirmation of the placement of the tip, the tip can no longer be refunded or returned.

     

    6. Perishable Goods Regulations

    If the goods are perishable, the customer is not permitted to dissolve the contract. Orders cannot be canceled by the customer towards goroots.eu. A cancellation of the order to the retailer or restaurant for perishable goods is only possible for the customer if the retailer or the restaurant expressly states that the order can be canceled by the customer.

    The retailer or the restaurant is entitled to cancel the order, e.g. if the offer is no longer available, if the customer has provided an incorrect or non-working telephone number or other contact information, or if there is force majeure. Goroots.eu has the right to refuse any (future) order from the customer for any reason.

    If the Customer places an incorrect order (e.g. by providing incorrect contact information, by not paying or not being present at the delivery or collection point to receive the order) or otherwise fails to fulfill their obligations under the Agreement, goroots.eu shall be entitled to decline future orders from that customer.

    Goroots.eu has the right to refuse orders and terminate contracts on behalf of the retailer or restaurant if there is reasonable doubt as to the accuracy or authenticity of the order or contact information, or if the retailer or restaurant does not wish to enter into a contract with the customer. If the customer places orders that are proven to be false or fraudulent, goroots.eu is entitled to file a complaint with the police. If the customer places orders that appear false or fraudulent, goroots.eu may report this to law enforcement.

    right of withdrawal

    The customer cannot cancel the order to the retailer or restaurant as far as the delivery of goods is concerned,

    which are not prefabricated and for the production of which an individual selection or determination by the consumer is decisive or which are clearly tailored to the personal needs of the consumer (§ 312g Para. 2 No. 1 BGB);

    which can spoil quickly or whose expiry date would soon be exceeded (§ 312g Para. 2 No. 2 BGB);

    which are not suitable for return for reasons of health protection or hygiene if their seal was removed after delivery (§ 312g Para. 2 No. 3 BGB);

    if these were inseparably mixed with other goods after delivery due to their nature (§ 312g Para. 2 No. 4 BGB).

    For the part of the order that does not fall under the above exclusions, the customer has a right of withdrawal, provided the customer is a consumer within the meaning of Section 13 of the German Civil Code. "Consumer" is any natural person who concludes a legal transaction for purposes that cannot be attributed primarily to their commercial or independent professional activity.

    Right of withdrawal

    right of withdrawal

    You have the right to cancel the contract with the dealer or restaurant within fourteen days without giving reasons. The cancellation period is fourteen days from the day on which you or a third party named by you who is not the carrier took possession of the goods.

    In order to exercise your right of withdrawal, you must inform goroots.eu of your decision to withdraw from the contract with the dealer or restaurant by means of a clear statement (e.g. a letter sent by post, fax or e-mail). You can use the attached sample revocation form for this, but this is not mandatory.

    To meet the cancellation deadline, it is sufficient for you to send the communication regarding your exercise of the right of cancellation before the cancellation period has expired.

    Consequences of revocation

    If you cancel the contract with the retailer or restaurant, the retailer or restaurant will owe you all payments it has received from you, including delivery costs (except for the additional costs resulting from your choosing another type of of the delivery as the cheapest standard delivery offered by us) immediately and at the latest within fourteen days from the day on which we received the notification of your cancellation of the contract. For this repayment, the retailer or the restaurant uses the same means of payment that you used in the original transaction, unless something else was expressly agreed with you; under no circumstances will you be charged fees for this repayment.

    The retailer or restaurant may refuse to refund until he/she has received the goods back or until you have provided proof that you have returned the goods, whichever is earlier.

    You bear the direct costs of returning the goods.

    You are only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the goods

    Sample cancellation form

    (If you want to revoke the contract, please fill out this form and send it back to us.)

    add contact details

    I/we (*) hereby revoke the contract concluded by me/us (*) for the purchase of the following goods (*)/ the provision of the following service (*)

    Ordered on (*)/received on (*)

    Name of consumer(s)

    Address of consumer(s)

    Signature of consumer(s) (only if notification is on paper)

    date

    (*) Delete where not applicable.

    8. Payment

    At the time the contract is concluded in accordance with the provisions of these General Terms and Conditions for customers, the customer has a performance obligation towards the dealer or restaurant. The customer can fulfill this payment obligation by using an online payment method via the platform or by paying the retailer or restaurant at the door or pick-up location.

    According to the provisions of these general terms and conditions for customers, the (partial) refund of an online payment is only possible if the order cannot be (fully) delivered. Refunds are always made to the account from which the payment was made. Depending on the payment method used by the customer, it will take a maximum of 10 business days to process the refund.

    The retailer or restaurant has authorized goroots.eu to accept the customer's online payment on behalf of the retailer or restaurant.

    Resolution of Complaints

    Customer complaints regarding the offer, the order or the execution of the contract with the dealer or restaurant must be asserted against the dealer or restaurant. Sole responsibility for the offer of the merchant or restaurant and the performance of the contract lies with the merchant or restaurant. In the event of such complaints, goroots.eu can only play a mediating role.

    If the Customer has a complaint regarding the Services, this complaint must be reported to goroots.eu Customer Service using the contact form, by email or by post to the contact address indicated in Article 2 of these General Terms and Conditions.

    Once goroots.eu has received the complaint, goroots.eu will first respond with an acknowledgment of receipt. Goroots.eu will endeavor to process the complaint as soon as possible.

    Complaints as described in Sections 1 and 2 of this Article should be reported to the Merchant or Restaurant (Section 1) or goroots.eu (Section 2) within a reasonable time after the Customer has discovered the deficiencies and should be complete and clear to be discribed.

    The European Commission provides a platform for online dispute resolution (OS platform). This platform can be found at http://ec.europa.eu/odr. Goroots.eu expressly excludes alternative dispute resolution under Directive 2013/11/EU. The goroots.eu email address is contact@goroots.eu.

    Goroots.eu is not willing or obliged to participate in dispute resolution procedures before a consumer arbitration board.

    Newsletters

    When placing an order, the customer can subscribe to a newsletter from roos.eu. The customer can unsubscribe from this newsletter at any time by inserting it on the website or by contacting goroots.eu (see Article 2 of these General Terms and Conditions) to unsubscribe. There are no costs for this other than the transmission costs according to the basic tariffs.

     

    11. Reviews of the retailer or restaurant

    Goroots.eu offers customers the opportunity to rate the performance of the retailer or restaurant. The reviews posted by the customer must not have any right-wing extremist, sexist, insulting, defamatory or otherwise illegal content and must not infringe any other rights of third parties (including industrial property rights).

    Goroots.eu can publish reviews on the platform and remove them from the platform if the reviews violate the aforementioned criteria.

     

    12. Processing of personal data

    Goroots.eu processes personal data related to the customer. The processing of personal data is subject to the provisions of the privacy policy link.

    13. Liability goroots.eu

    Goroots.eu is not liable for the offer, the correctness and completeness of the dealer and restaurant information, the execution of the contract and/or the accessibility of the platform.

    For the rest, goroots.eu is liable as follows:

    Goroots.eu is liable in accordance with the statutory provisions in the following cases for reimbursement of expenses and damages (hereinafter in this clause 5: "damages"): In the event of liability under the Product Liability Act, in cases of intent or fraudulent misrepresentation, in cases of gross negligence, for injury to life, limb or health, when goroots.eu assumes a guarantee and in all other cases of mandatory statutory liability.

    Goroots.eu is also liable for culpable infringement of so-called cardinal obligations for damages in accordance with the statutory provisions. Cardinal obligations in this sense are all obligations whose violation jeopardizes the achievement of the purpose of the contract as well as all obligations whose fulfillment is essential for the proper execution of the contract and on whose observance the customer can regularly rely. However, if the violation of a cardinal obligation was only slightly negligent and did not result in injury to life, limb or health, claims for damages are limited to the amount of the typically foreseeable damage.

    In addition, claims by the customer for damages against goroots.eu - for whatever legal reason, in particular due to material defects, defects in title and/or breach of other obligations arising from the contractual obligation or from a pre-contractual contractual obligation (e.g. within the meaning of Section 311 (2) BGB) by goroots. eu,

    their legal representatives, employees or vicarious agents, from § 311 a BGB or from tort - excluded.

    Insofar as the liability of goroots.eu is limited or excluded according to the above regulations, this also applies to the personal liability of the legal representatives, employees and vicarious agents of goroots.eu.

    A change in the burden of proof to the detriment of the customer is not associated with the above regulations.

    An exclusion or limitation of the customer's claims for interest on arrears or for the flat rate according to § 288 Para. 5 BGB or for compensation for damage that is based on the costs of legal action is not connected with the above regulations.

    Claims by the customer for damages expire within the statutory limitation periods from the start of the statutory period.

     

    14. Miscellaneous

    The law of the Federal Republic of Germany applies exclusively, excluding the UN sales law.

    Should individual provisions of these General Terms and Conditions (or parts thereof) be ineffective, this does not affect the effectiveness of the agreement between the customer and root.eu about the services or the contract between the dealer or restaurant and the customer.

    These General Terms and Conditions for Customers are written in several languages ​​and all versions have the same validity. If there is a conflict or inconsistency between the versions, the German version shall prevail.

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