Terms and Conditions

By creating and/or logging into the Bistroo platform at https://www.bistroo.nl/business and accepting these terms of use, you agree that (i) the Restaurant operated and/or represented by you (as defined below) becomes a party to this agreement (the “Agreement”) and that (ii) the counterparty of the Restaurant under this Agreement is: the private limited liability company Bistroo B.V., operating under the name BISTROO.NL, with its statutory seat and registered office at Meerenakkerplein 14, (5652 BJ) Eindhoven, registered with the Chamber of Commerce under number 71939091 (“Bistroo.nl”).

1. Bistroo.nl operates a digital (commercial) platform that is available through various websites and apps and is dedicated to connecting (consumer) Customers (as defined below) with restaurants and/or other catering businesses that prepare meals, drinks, and related items and subsequently allowing these parties to contract with each other regarding the ordering and (delivery) of meals, drinks, and related items (the “Platform”).
2. You operate, either directly or through a legal entity, and/or act as a representative of a restaurant and/or other catering business that prepares meals, drinks, and related items (the “Restaurant”) that wishes to use the services provided by Bistroo.nl including the Platform, all in accordance with the provisions of this Agreement.

THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS

1.1. In this Agreement, the following words have the following meanings:

1.2. The aforementioned definitions have the same meaning, regardless of whether they are used in singular or plural form.

2. OBLIGATIONS OF BISTROO.NL

2.1. Bistroo.nl ensures that the Restaurant can use the Platform and that Customers can place Orders with the Restaurant through the Platform, and the Restaurant can receive Orders from Customers via the Platform.

2.2. Bistroo.nl is not a party to the Orders and/or other agreements concluded between the Restaurant and Customers through the Platform or with the involvement of Bistroo.nl. Bistroo.nl only acts as an intermediary for the conclusion of Orders and/or other agreements between the Restaurant and Customers.

2.3. Through the Platform, Bistroo.nl ensures that the Restaurant obtains a Personal Page. Through this Personal Page, Customers can, among other things, place Orders with the Restaurant, consult contact information of the Restaurant, thereby get in touch with the Restaurant, and leave reviews.

3. OBLIGATIONS OF THE RESTAURANT

3.1. The Restaurant, or you on behalf of the Restaurant (if applicable), by accepting these terms of use, grant Bistroo.nl a power of attorney to enter into Orders on behalf of the Restaurant.

3.2. The Restaurant, or you on behalf of the Restaurant (if applicable), undertake by entering into this Agreement to promptly provide the following information to Bistroo.nl, no later than within 24 (twenty-four) hours after it becomes known to you or the Restaurant:

1. i. when any food inspection authority or any other authority conducts an inspection or identifies a violation at the Restaurant or any of its employees of the applicable food legislation or any other legislation or regulation;
2. ii. when the Restaurant acts in violation of, or anticipates acting in violation of, the applicable food legislation or any other legislation or regulation;
3. iii. when the Restaurant acts in violation of the provisions of this Agreement and/or the resulting obligations or anticipates acting in violation thereof;
4. iv. when the Restaurant, regardless of whether it is due to its own actions or not, becomes involved in any judicial (insolvency) proceedings, (legal) restructuring, attachment, and/or other conflict that has (legal) implications for its operations; and/or
5. v. when there is a change in the Restaurant's information.

3.3. The Restaurant, or you on behalf of the Restaurant (if applicable), also undertake towards Bistroo.nl to fully, timely, and properly fulfill agreements with Customers concluded through the Platform.

4. COMPENSATION

4.1. As compensation for the use of the Platform and the associated services provided by Bistroo.nl, as described in this Agreement, the Restaurant pays a fee to Bistroo.nl, which fee consists of the following components: i. a commission per concluded Agreement consisting of a percentage of the placed Order (which is also due if an Agreement is canceled); ii. a monthly fee for the use of a Voucher Printer (if applicable); iii. a monthly fee for the use of the premium dashboard (if applicable); iv. a further commission per concluded Agreement consisting of a percentage of the placed order, if the Order is placed based on an advertisement.

4.2. Bistroo.nl is entitled to unilaterally adjust the Compensation or charge additional fees to the Restaurant for additional services. When Bistroo.nl unilaterally adjusts the Compensation or charges additional fees to the Restaurant, Bistroo.nl informs the Restaurant thereof in advance in writing or via the Platform.

4.3. Bistroo.nl is entitled to increase the commission per concluded Agreement by 200% (two hundred percent) if the Restaurant acts in violation of the provisions of this Agreement and continues to do so after Bistroo.nl has informed it of the conflicting behavior.

4.4. The Restaurant irrevocably waives its right to set-off against Bistroo.nl.

5. RECEIPT PRINTER

5.1. At the request of the Restaurant, Bistroo.nl may provide a receipt printer on a rental basis, subject to payment of the monthly fee described for this purpose. If the Restaurant chooses to use this service, it enters into a rental agreement with Bistroo.nl for an indefinite period.

5.2. The Restaurant is obligated to use the receipt printer properly and personally in accordance with its purpose under these terms of use. It is prohibited for the Restaurant to provide the receipt printer for use by third parties.

6. THE PLATFORM

6.1. On the Platform, specifically on the Personal Page, those (sub)parts of the Restaurant information that are relevant to the ordering process will be publicly visible. Bistroo.nl reserves the right not to publish certain (sub)parts of the Restaurant information on the Platform.

6.2. Bistroo.nl does not control or assess the content and accuracy of the Restaurant information displayed on the Platform, specifically on the Personal Page, except for the information required for User Identification. The content and accuracy of the Restaurant information as displayed on the Platform are the responsibility of the Restaurant.

6.3. It is the Restaurant's own responsibility to ensure the placement and accuracy of, among other things, the following information on the Platform, specifically on the Personal Page:

1. the Restaurant information;
2. meals, drinks, and other products offered and delivered to the Customer for consumption;
3. the composition, ingredients, and additives of the meals, drinks, and other products that could cause allergies and intolerances.

6.4. Except for the name and logo of the Restaurant, all intellectual property rights related to the Platform and the Personal Page remain the property of Bistroo.nl at all times.

6.5. All Orders placed through the Platform are considered Orders as referred to in this Agreement.

6.6. On the Platform, specifically on the Personal Page, the reviews of the Customers regarding the Restaurant will also be visible. It is not permitted for the Restaurant, or you on behalf of the Restaurant, to post a review of the Restaurant itself on the Platform.

6.7. Bistroo.nl is in no way liable to the Restaurant for the content and rating of the reviews and any negative consequences thereof. The reviews solely reflect the opinions of the Customers, not those of Bistroo.nl.

7. USER IDENTIFICATION

7.1. Registration of the Restaurant takes place through the Restaurant's account on the Platform. All relevant information with the accompanying documents regarding the User Identification of the Restaurant must be uploaded there by or on behalf of the Restaurant.

7.2. By entering into this Agreement, the Restaurant undertakes to: i. provide all relevant information regarding the User Identification to Bistroo.nl; ii. at all times, answer all questions from Bistroo.nl and provide all additional information and accompanying documents requested by Bistroo.nl regarding the (ongoing) User Identification; and iii. demonstrate whether or not you are authorized to enter into this Agreement on behalf of the Restaurant and that all required decision-making has been duly taken.

7.3. By entering into this Agreement, the Restaurant as well as you on behalf of the Restaurant guarantee that all information provided in Article 7.2 as well as the content of all accompanying documents is complete, correct, and truthful.

7.4. Bistroo.nl is at all times and without giving any reasons entitled to refuse the registration of the Restaurant or to undo it, inter alia, as a result of the Restaurant's insufficient compliance with the requirements of (ongoing) User Identification.

7.5. If and to the extent that Bistroo.nl finds that any information provided by the Restaurant or by you on behalf of the Restaurant regarding the User Identification is incorrect, incomplete, untruthful, and/or otherwise incorrect, Bistroo.nl is entitled to terminate the Agreement extrajudicially with immediate effect and without further notice of default.

8. DURATION

8.1. This Agreement is entered into by the Parties for an indefinite period.

8.2. The Parties may terminate this Agreement by giving one (1) month's notice by registered letter, subject to the other provisions in this Agreement regarding termination of this Agreement.

8.3. Bistroo.nl is entitled to terminate this Agreement immediately and without further notice of default when the Restaurant:

1. violates the provisions of this Agreement;
2. fails to provide correct or complete data in the context of User Identification or fails to adequately update this information;
3. receives (repeatedly) negative reviews from Customers;
4. posts (repeatedly) reviews of its own Restaurant on the Platform; and/or
5. is declared bankrupt, granted a moratorium on payments, admitted to the legal debt rescheduling scheme, and/or files a request for (any of) the foregoing procedures.

8.4. If the Restaurant terminates this Agreement, Bistroo.nl determines the date on which it is no longer possible to place Orders with the Restaurant.

8.5. Parties are obliged to fulfill their obligations under this Agreement until this Agreement has been fully terminated.

9. PRIVACY AND PERSONAL DATA

9.1. In order to fulfill these Agreements, personal data of Customers entered by them on the Platform are transferred to the Restaurant.

9.2. Each Party is individually and independently responsible as a data controller with regard to the personal data processed for its own purposes and with its own means and/or on its behalf. Parties are thus independently responsible for the processing of the personal data, of which they determine (partially) the purposes and means within the framework of this Agreement.

9.3. The Restaurant is familiar with the privacy policy of Bistroo.nl and acts in accordance with it and with applicable data protection legislation. The most recent version of Bistroo.nl's privacy policy is available on the Platform and on the website [*].

9.4. The Restaurant does not disclose personal data of Customers to third parties and does not communicate with Customers other than for the execution of Orders.

9.5. The Restaurant immediately and unconditionally informs Bistroo.nl in writing of any data breach concerning the personal data of Customers and keeps Bistroo.nl closely informed about such a data breach.

9.6. Nothing in this Agreement and the (legal) actions contained therein intended to execute it is meant to consider one of the Parties as i) the processor of the other party and/or ii) joint data controllers with each other, with regard to personal data shared by one party with the other.

10. WARRANTIES AND INDEMNITIES

10.1. The Restaurant, or you on behalf of the Restaurant (if applicable), warrant to Bistroo.nl that:

1. all applicable laws and regulations are complied with;
2. the meals, drinks, and other products offered and delivered to Customers are suitable for consumption and comply with the (information) requirements of applicable food legislation and related laws and regulations;
3. Bistroo.nl is immediately informed in the cases as described in Article 3.2;
4. the Restaurant has all necessary permits for the operation of its hospitality business and for the execution of this Agreement;
5. the Restaurant is not bankrupt, subject to any other insolvency proceedings or a court-supervised reorganization (procedure), there is no moratorium on payments, and there is no investigation or prosecution by any (food) authority; and
6. the Restaurant information, all other information published or posted by the Restaurant on the Platform, as well as the information and accompanying documents regarding User Identification, can be freely used and processed by Bistroo.nl without infringing any intellectual property right or any other right of any third party.

10.2. The Restaurant, or you on behalf of the Restaurant (if applicable), indemnify Bistroo.nl unlimitedly and unconditionally for any form of damage incurred by it or by third parties as a result of:

1. any third-party claims based on infringement of intellectual property rights or other rights of third parties, including reasonable costs that Bistroo.nl is forced to incur in connection therewith;
2. any claims from Customers related to the performance of the Agreement by the Restaurant, its representatives, and/or its employees; and/or
3. any claims from Customers or third parties for breach of the warranties as set forth in Article 10.1.

11. LIABILITY

11.1. The Restaurant, or you on behalf of the Restaurant (if applicable), waives its right(s) to hold Bistroo.nl liable, in any form whatsoever, by entering into this Agreement. Bistroo.nl is in no way liable to the Restaurant for any damage suffered by it, in any form whatsoever, to the extent permitted by law.

11.2. If and to the extent that Bistroo.nl is nevertheless liable to the Restaurant and is required to pay any amount of compensation to the Restaurant in that regard, the relevant compensation is limited to the amount that is paid out in the relevant case under Bistroo.nl's liability insurance. If for any reason no payment is made under such insurance, the total compensation obligation of Bistroo.nl is limited to € 10,000 (ten thousand euros).

12. OTHER PROVISIONS

12.1. This Agreement constitutes the entire agreement between the Parties with respect to the matters herein regulated. It supersedes any prior written and/or oral agreement between the Parties with respect to those matters.

12.2. These terms of use may be unilaterally amended by Bistroo.nl, which amendments shall be published by Bistroo.nl on the Platform.

12.3. Waiver of rights and assertion of claims can only be made in writing.

12.4. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall be interpreted as if such invalid or unenforceable provision were not included; such invalid or unenforceable provision shall be deemed replaced by a provision that most closely approximates the intention of the Parties with the respective provision.

12.5. If this Agreement is terminated, annulled, dissolved, or otherwise comes to an end, the provisions of Articles 9, 10, 11, and 12 shall remain in force between the Parties; the provisions in these articles shall continue to apply after the termination of this Agreement.

12.6. Rights, obligations, and/or claims arising from this Agreement are not transferable and cannot be pledged. This clause has real property law effect as referred to in article 3:83 paragraph 2 of the Dutch Civil Code. 12.7. This Agreement is governed exclusively by Dutch law. The District Court of Oost-Brabant, location 's-Hertogenbosch, shall have exclusive jurisdiction to hear any disputes arising from or in connection with this Agreement or the obligations arising therefrom, without prejudice to Bistroo.nl's right to submit the dispute to the court competent according to the normal jurisdictional rules.