PARTNER TERMS AND CONDITONS

The parties are:

________________ P.S.A. with a registered office at _________________________ incorporated under the laws of Poland and registered in the companies register of the National Court Register (KRS) held by District Court _________ __ Commercial Division (___________________________) under KRS no. ____________, having EU VAT ID: ____________ and the share capital in the amount of _________ PLN,

further referred to as the: “Company”

and

The party that wants to use the Company’s services through Partner’s Control Panel as defined below,

further referred to as : “the Partner” or “You” .

These Terms and Conditions apply to the use of the Partner’s Control Panel by the Partner. By registering as the Partner’s Control Panel user, the Partner agrees to be bound by these terms of service (the “Terms and Conditions”). These Terms and Conditions are effective as of the date of the Partner’s registration as the Partner’s Control Panel user. Integral part of these Terms and Conditions is the Company’s Privacy Policy available at _____________________________ which is incorporated by reference into the Agreement.

Definitions:

“Agreement” means the agreement on the basis of which the Partner is entitled to use the Services according to these Terms and Conditions.
“Waiter App” – means a mobile application owned and operated by the Company intended for use by the Partner’s Employee.
“Partner’s Control Panel” means a mobile or web application owned and operated by the Company intended for use by the Partners.
“Customer” means a person which orders Partner’s Products through a mobile application that allows ordering the Products and food services from the Partners in the area.
“Customer App” means a mobile application owned and operated by the Company intended for use by the Customers.
“Consumer” means a natural person who performs a legal act not directly related to their business or professional activity with an entrepreneur/a company.
„Mobile Device” means a portable electronic device allowing processing, receiving and sending of data without maintaining wired Internet connection, for example a smartphone.
“Offer” means a selection of Products and food services offered by the individual Partners which may be ordered by the Customers by means of the Company (the Customer App).
“Order” means the Customer’s declaration of intent submitted to the Partner through the Company, specifically through the Customer App, for the Offer selected by the Customer, leading to the conclusion of the Purchase Agreement.
“Partner’s Control Panel” means web or mobile application owned and operated by the Company intended for use by Partners which enables the Partner to add and edit content relating to the Partner, visible on the Customer’s Partner’s Control Panel i.e. Products and food services as well as to use other Company’s Services.
“Partner’s Employee” means a waiter or any other employee of the Partner who takes orders and distributes them to the Customers.
“Products” means any items, especially meals, offered by the Partners to the Customers.
“Purchase Agreement” means the agreement concluded between the Customer and the Partner through the Company.
“Restaurant” means any premises in which food services are offered such as restaurants, food trucks, cafeterias, bars etc.
“Services” or “Company’s Services” mean any services provided electronically within the meaning of the Act of July 18, 2002 on provision of electronic services by the Company to Partners via the Partner’s Control Panel, on the terms and within the scope of functionalities described in the Terms and Conditions.
“Sole trader” means a natural person who performs a legal transaction with an entrepreneur/a company directly related to their business activity, where the content of such transaction indicates that it does not have professional nature for this person, based on the object of their business activity.

The Account

In order to become the user of the Partner’s Control Panel, the Partner has to be at least 18 years old and has full capacity to perform act in law and is an individual running a business (i.e. the Publisher is not the Consumer) or a legal entity. It is also mandatory to create an account in the Partner’s Control Panel. For this purpose, You shall truthfully fill in the registration form available in the Partner’s Control Panel requesting following mandatory data: company/business name (including the Partner’s legal form), an address of the registered office or business address, TAX/VAT ID, a first and last name of the person authorized to register an account on behalf of and for the Publisher, as well as contact data of the Partner (email address, telephone number) and information regarding the Restaurant (its name, address, type etc.). Aforementioned data shall be consistent with VIES database (if applicable). You must also agree to these Terms and Conditions and accept the Company’s Privacy Policy.
You may also register by signing up through your Google, Facebook, Instagram or other account if such option is made available by the Company.
Upon receipt of the registration form, the Company will begin the Partner’s verification process. The verification process may involve a telephone conversation with the Partner as well as a visit to the Restaurant by the Company’s representative. The Company reserves the right to reject a request to register at their sole discretion.
After the positive verification of the Partner, the Company sends an email to the Partner’s email address provided in the registration form with a link authorising the creation of the account in the Partner’s Control Panel. After opening the link the Partner will be requested to choose a username and password.
The Company reserves the right to send invitations to create an account in the Partner’s Control Panel to Partners that have been already verified by the Company.
Once the registration process is completed, the Agreement between the Partner and the Company is concluded, and subject to point 2.7. below, the Partner shall be able to access all available Services on the Partner’s Control Panel. The Partner may also complete or edit their data in the account as to make it up-to-date.
The Partner shall be the owner of a Restaurant to use Company’s Services. Only one Restaurant can be connected with the account of the Partner.
When a person signing up to the Partner’s Control Panel, acts on behalf of their employer or an entity, this person represents and warrants he/she has full legal authority to bind their employer or such other entity to these Terms and Conditions. In case of doubt, the Company is entitled to demand proofs confirming that the person is entitled to act on behalf of and for the Partner.
The Partner is not allowed to enter the data of another entity without the Company’s consent – even if it does so, that does not mean a transfer of the account’s ownership to this entity. In case of any change of that data as well as any other data provided by the Partner (including email address), the Partner is obligated to provide the Company with accurate data as well as send the Company a documentation that proves such changes. Additionally, each Partner must have a bank account.
Any Partner is obliged to use its business credit cards with regard to chosen payment method. If the Partner chooses the consumer card instead of business credit card, it undertakes to repay the Company all costs, expenses or lost benefits connected with payments made by a consumer card as well as it waives its right to claim damages, especially in the amount of commission paid in the higher amount that stated in the relevant law provisions. The Partner also authorizes the Company to charge relevant amounts from its credit card.
The Partner shall not permit any third party to use or gain access to Partner’s Control Panel and shall use reasonable security measures to protect against unauthorized usage and/or access. The Partner is responsible for selecting and continuously managing its password and security settings to protect the Partner’s account and account’s settings (including the Partner’s contact and payment information) from unauthorized changes. The Partner is entirely responsible for maintaining the confidentiality and secrecy of the Partner’s password and the account’s security settings, as well as the Partner’s other information. All consequences of the Partner’s voluntary disclosure of password and account information, as well as all activities that occur in the Partner’s account are the Partner’s responsibility. The Partner agrees to notify the Company immediately of any unauthorized use of the Partner’s account or any other breach of security.

Description of the Services

The Partner’s Control Panel enables the management of the Offers and information on Restaurant. The Company hereby provide Services whereby the Customers and the Partner’s Employee on behalf of the Partner may enter into legally binding Purchase Agreements with the Partners through the Company.
The Company provides the Partner’s Control Panel in which the Partner can add and edit data regarding their business activity, i.e. the Products they wish to offer to the Customers as well as access and view daily reports on sales, Customers’ and Partner’s Employees’ activity.
In addition, the Company provides the Partner with the Service of processing Orders for the Partner’s Products placed by the Customer via the Customer App and payment services which are understood as collecting and securing payments from the Customers on the Partner’s behalf and transferring those payments to the Partner, as well as managing and processing returns on Partner’s behalf.
The Partners can use the Partner’s Control Panel to offer discounts or other promotional programs to the Customers. The Company also reserves the right to offer promotional codes and discounts on the Partner’s Products to the Customers at the Company’s own expense.
The Company provides therefore the Customer App intended to be used by the Customers available here:_______________ and the Waiter App intended to be used by the Partner’s Employees in order to serve Orders available here: _______________. The Partner’s Control Panel is related to the Customer App and the Waiter App. In order to get access to all Services available in the Waiter App, the Waiter must get an invitation from the Partner. Invitation means an email containing a link which, when clicked on, shall automatically open the Waiter App and grant the Waiter an access to all Services regarding the relevant Partner. Sending the invitation by the Partner to the chosen Partner’s Employee means authorising she/he to conclude the Purchase agreement on behalf of the Partner and through the Company. The Partner can cancel such authorisation through the Partner’s Control Panel at any time.
The correct provision of the Services requires the use of the Waiter App by at least one of the Partner’s Employees. Accepting and rejecting Orders, as well as adding temporary changes to the Partner’s offer are possible only in the Waiter App.
The Customer App includes a tip function which enables Customers to grant tips to the Partner’s Employees via the payment methods available in the Customer App. The tip shall be transferred to the Partner in order to be distributed to the Partner’s Employees in accordance with the tipping policy of the Partner’s Restaurant. The Partner is obliged to distribute all tips received from the Company to the Partner’s Employees.
The Customer may add ratings and reviews about the Partner’s Restaurant in the Customer App which will be visible for other users of the Customer App.
The Company is not obligated to provide the Partner with any technical support regarding the functioning of the Partner’s Control Panel.
The Company reserves the right to maintenance break which may cause inaccessibility of the Partner’s Control Panel for a period not exceeding 48 (forty-eight) hours.
When providing the Services, the Company shall not send to the Partner any content which, pursuant to the applicable provisions of law, requires the Partner’s separate consent if such consent has not been given by the Partner. In particular, in that case the Company shall not send any commercial information or marketing content to the Partner.
The Partner acknowledges that using the Partner’s Control Panel means you have read and understood the Terms and Conditions and You agree to comply with them.
The Partner acknowledges and agrees that the Company also represents and acts on behalf of other entrepreneurs or business entities that may be the Partner’s direct competition.
Both the Partner and the Company are separate data controllers of the Customers’ personal data and the are responsible for the compliance with the applicable laws regarding personal data processing.

Technical Requirements and Security Measures

Using the Partner’s Control Panel requires the following: (i) electronic device that enables web browsing, (ii) an Internet connection, (iii) a web browser i.e. Microsoft Edge (latest version), Mozilla Firefox 3.x (or later), Google Chrome 5.0.x (or later), Safari 5.x (or later), Opera 10.6 (or later), (v) a Javascript enabled. Please note that if you use older browser versions (e.g. Internet Explorer 6), you may not be able to access all the functions on some parts of the Partner’s Control Panel.
In case of mobile application using the Partner’s Control Panel requires Mobile Device such as a smartphone or tablet with the Android or iOS operating system.
The Company hereby informs that in the event of the Partner’s or other person’s changes in the Partner’s operating system, individual configuration of the Partner’s electronic device or Mobile Device, installation (or use) of another software which may affect the operation of the Partner’s Control Panel on the Partner’s electronic device or Mobile Device, the Partner’s Control Panel may not operate or operate incorrectly. The Company informs that in such cases the use of the Partner’s Control Panel may not be possible or the ability to use the Partner’s Control Panel may be restricted.
All costs of the Internet connection shall be borne by the Partner in accordance with the provisions of the agreement concluded between the Partner and their Internet service provider.
The Partner’s Control Panel provided by the Company is designed exclusively for the electronic devices or Mobile Devices consistent with the technical requirements described in these Terms and Conditions. Installation and use of the Partner’s Control Panel on the Mobile Device not consistent with the requirements described in the Terms and Conditions may lead to incorrect operation of the Partner’s Control Panel and the inability to use it by the Partner.
The Company informs that it distributes the Partner’s Control Panel as a mobile application exclusively in the Google Play and App Store online distribution shops. The Partner undertakes not to use the Partner’s Control Panel downloaded from another source which could entail a risk of integrity violation and connection with malicious software, thus compromising the security of the Partner’s Mobile Device and data stored therein.
Subject to the provisions of preceding clause, the use of the Partner’s Control Panel does not increase the security risks of the Partner’s electronic device or the Mobile Device. However, data sent to and from the Partner may not be encrypted.
The Partner’s Control Panel uses opensource technologies – Flutter Platform and Dart programming language which BSD licenses are available here: https://github.com/flutter/flutter/blob/master/LICENSE and here: https://github.com/dart-lang/usage/blob/master/LICENSE.

The Partner’s obligations

The Partner is obliged to keep all the information in the Partner’s Control Panel, including but not limited to their identity, information about Restaurant, Products and services, accurate, true and up-to-date.
The Partner undertakes to provide information about the Restaurant and the Products to the Partner’s Control Panel, in particular: name, type and address of the Restaurant, opening hours, the Restaurant’s contact details, information about the Products and prices including all applicable taxes.
The Partner is obliged to provide complete details about any allergens present in the Products in accordance with applicable legislation and food safety standards.
The Partner is obliged to provide the same prices of the Products as are applicable in the Restaurant and on the Partner’s website.
The Partner is responsible for the quality of the Products and undertakes to prepare the Products with due care and skills required of an entrepreneur exercising such activity vocationally, ensuring that the Products are safe to consume, of the expected standards and prepared in accordance with additional requests from the Customer.
The Partner acknowledges and agrees that the Purchase Agreement shall be concluded when the Order is accepted by the Partner’s Employee in the Waiter App. From that moment the Partner is obliged to fulfil the Order in the reasonable timeframe. If the Order is unsuccessful, the Company shall refund the payment for the Order to the Customer on behalf of the Partner and at their expense. The above does not mean a refund of the commission charged by the Company to the Partner.
The Partner undertakes to use its best efforts to receive and accept Orders placed via the Customer App during the Restaurant’s opening hours. In the event of any obstacles to the ability to process Orders, the Company must be notified immediately.
The Partner is obliged to provide equal treatment of Orders submitted via the Customer App and orders placed in the Restaurant or through the Partner’s website as well as any other method of ordering used by the Partner.
The Partner agrees that any complaints regarding the Partner’s Products or services shall be handled directly by the Partner and if such complaints were addressed to the Company, it shall forward them to the Partner.
During the use of the Services, it is prohibited for the Partner to provide to the Partner’s Control Panel content (especially replies to the reviews and Products’ descriptions) of an unlawful nature, including in particular: (i) that constitutes a defamation, libel, invasion of privacy, or violation of any right of publicity or other third-party right or is threatening, harassing or malicious (ii) violates any applicable law, ordinance, rule, regulation or treaty, (iii) is contrary to principles of community life, good manners and generally accepted principles of conduct, (iv) support or preach radical social attitudes, in particular all kinds of discrimination on the grounds of sex, age, disability, race, religion, nationality, political or social beliefs, trade union memberships, ethnic origin, religion, sexual orientation (v) that have racist nature, (vi) incite to commit a prohibited act, crime (offense) or violation of the rights of other people, (vii) provides data and information fabricated in a manner that poses a risk of compromising the security of the Company’s IT systems or the stability of the Partner’s Control Panel or (viii) that violates any property of the Company, the Partner or any third party, especially intellectual property rights.
The Partner is not authorised to upload personal data of third parties or to distribute images of the third parties in the Partner’s Control Panel without the permission required by law or third party’s consent. The Partner declares that the sharing of personal data, images and information regarding third parties within the Partner’s Control Panel has been performed legally, voluntarily and with the consent of the persons concerned.
If the Partner or third party becomes aware of the content which violates the provisions of the Terms and Conditions, third party rights (including but not limited to author’s economic and moral rights) and the provisions of applicable law, the Partner or third party shall immediately report this information to the Company by the following email address: _____________________.
The Partner undertakes not to disclose the details of their account or allow access thereto to third parties and shall use reasonable security measures to protect against unauthorized usage and/or access. In the event of suspicion that any unauthorized party has gained access to the details of the Partner’s account, the Partner shall immediately inform the Company.
The Partner has to comply with applicable third party terms of services when using the Partner’s Control Panel.
The Partner is solely responsible for their and their Employees’ behaviour towards the Customers and the reactions for the Customers’ requests.
The Partner undertakes to make changes in the Partner’s Offer that are in accordance with the current needs of the Partner. The Partner is solely responsible for any Partner’s losses caused by its actions in this respect.
The Partner is obliged and declares that it has obtained and has all the necessary approvals, licenses, concessions, permits, registrations (including registration of activities related to food services), permits or authorizations of any state entity or body required in connection with the conducted activity. The Company may demand evidence in this regard at any time.
If the Customer is under the required age in a given country or the Customer is in the state of intoxication, they shall not be permitted to order an alcoholic beverage, cigarettes or other such Products as apply. The access to order aforementioned Products is granted on the base of the date of birth provided in the Customer App by the Customer but it should be verified by the Partner each time before confirming the Order. The Partner is aware that the Partner’s Employee shall cancel those Products from the Order or may cancel the entire Order if verification does not confirm the age indicated by the Customer. It is the Partner’s responsibility to instruct the Partner’s Employees to verify the age and state of intoxication of the Customer in the Restaurant.
During the term of the Agreement, the Partner may not engage in any activity that is harmful to the Company’s business activities, values or goodwill.

Payments

The Partner authorises the Company to provide payment services in favour of the Partner until the termination of the Agreement.
The Company undertakes to collect and secure payments for the Order and tips received from the Customer through the payment methods provided in the Customer App.
In the event of returns, the Company ensures that all payment obligations to Customers shall be settled at the expense of the Partner.
The Company shall provide the Partner with a daily report containing an overview of balances and transactions relating to the Partner in the Partner’s Control Panel. On the basis of the report, within 12 hours of its issuance, the Company sends via wire transfer all payments made by the Customers with a deduction of the Company’s commission, refunds and other expenses which the Partner is obliged to incur, to the Partner’s bank account indicated in the Partner’s Control Panel.
If the Partner claims that daily report on payment services is incorrect, the Partner shall notify the Company of such error by an email to the address: _____________________________ .
For the provision of all services indicated in these Terms and Conditions, the Company charges a commission of 10 % (ten percent) of the value of the respective Order. The Partner hereby authorizes the Company to deduct the commission, refunds and other expenses which the Partner is obliged to incur from the amounts paid by the Customers each time.
If the Partner cancels the Order or the Customer withdraws from the Purchase Agreement due to circumstances on the part of the Partner, the Company is entitled to keep the commission already charged.
On the basis of the abovementioned daily reports and deducted commissions, the Company shall issue invoices to the Partner within 7 (seven) business days after the last day of calendar month in which the Company’s services were performed.
All payments under this Agreement shall be made in the currency appropriate for the localisation of the Restaurant.
The remuneration stated in this Agreement includes license rights to use the Partner’s content on the terms stated herein.
All fees and charges related to the amounts paid by the Customers or refunds (including taxes or fees charged by the payment provider) are borne by the Partner.
The Partner shall pay all applicable sales, use, transfer or other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the transaction contemplated hereby, excluding, however, income taxes on profits which may be levied against the Company as well as value added tax in cases when the Company is obliged to pay it according to the applicable law. The Partner shall reimburse the Company for the amount of any such taxes or duties paid or accrued directly by the Company as a result of this transaction.
In the event of late payment, the Company is entitled to charge the Partner with the maximum statutory interest for the delay.

Modifications of the Agreement

The Company is entitled to modify the Terms and Conditions binding the Partner. The Company shall be entitled to amend the provisions of the Terms and Conditions for the following significant reasons:

the necessity to adapt the Terms and Conditions to the applicable law or to changes in the applicable law concerning or affecting the provisions of the Services;
the necessity to adapt the Terms and Conditions to the best practices related to the provision of the Services, including best practices for the protection of the Partner’s rights;
the necessity to adapt the Terms and Conditions to a recommendation, interpretation, judgment, ruling or decision of the public authority or court ruling concerning or affecting the provision of the Services;
introduction of new Services or change of the scope of the Services provided by the Company;
changes in the technical requirements for the provision of the Services;
introduction of payments or changes in payments for the provision of the Services;
change of the details concerning the entities indicated in the Terms and Conditions (e.g. the Company);
change regarding the technical requirements for the use of the Services.

The Company shall notify the Partner of changes in the Terms and Conditions via the Partner’s Control Panel and email address provided by the Partner.
The notification shall include the effective date of the changes and shall be given to the Partner at least 14 (fourteen) days prior to the planned implementation of the changes.
The notification shall include the content of the changes and the consolidated text of the Terms and Conditions in a form allowing the Partner to store and retrieve it in the regular course of actions.
The amended Terms and Conditions shall bind the Partner if the Partner does not terminate the Agreement within 14 (fourteen) days from the date of receiving the information about the changes. If the Partner terminate the Agreement within the aforementioned period according to point 8.3., to the end of the Agreement the last accepted version of the Terms and Conditions shall apply. The Partner shall uninstall the Partner’s Control Panel from the Mobile Device after the termination of the Agreement.
If the conditions provided in clause 7.5. are not fulfilled, the Agreement shall not be terminated and the Partner represents that they accept the changes to the Terms and Conditions.
In the event of non-material changes to the Terms and Conditions (e.g. editorial changes, correction of obvious typographical errors), such changes shall be deemed effective upon posting a notice in the Partner’s Control Panel.

Duration and termination of the Agreement

The Agreement is concluded for an indefinite time period.
Both the Company and the Partner may terminate the Agreement according to the terms provided in the Terms and Conditions.
The Partner may terminate the Agreement at any time with effect at the end of the next calendar month, by providing the Company with a notice to their email address _____________________ .
If the Partner terminates the Agreement it shall uninstall the Partner’s Control Panel in the Mobile Device if apply. The sole uninstallation of the Partner’s Control Panel does not cause the termination of the Agreement and the removal of the Partner’s account. Uninstalling the Partner’s Control Panel and installing it once more on the same or different Mobile Device within the term of the Agreement allows the Partner to access the Account previously created by them.
Subject to point 7.7. the Company may terminate the Agreement at any time by a declaration submitted to the Partner electronically to the email address assigned to the Partner’s account without earlier notice.
Subject to point 7.7. the Company is entitled to suspend the Partner’s access to Partner’s Control Panel for any time according to its discretion, especially for the following reasons: (i) the Partner breaches the Terms and Conditions or there is a suspicion of such breach, (ii) the Partner conducts activities that do not fully comply with all applicable local, state, federal and foreign laws, rules and regulations or there is a suspicion of such activities, (iii) in case of delay in payment to the Company for any Services provided by the Company. If aforementioned suspicions were refuted, the Company shall restore the Partner’s access to the Partner’s Control Panel. Otherwise the Company is also entitled to terminate the Agreement at any time, without advance notice. Regardless of the circumstances such suspension or termination by the Company shall not give rise to liability.
If this Agreement is concluded with the Sole Trader, the Company can only suspend the Partner’s account or terminate the Agreement due to the significant reason, if the Partner does not cease the breach concerned, despite the 7 (seven) day period set by the Company to do so. A significant reason constituting grounds for termination of the Agreement shall be:

violation of the provisions of law, social norms or the rights of third parties by the Partner;
violation of the provisions of the Terms and Conditions, including in particular: (i) providing illegal and prohibited content referred to in clause 5.10. of Terms and Conditions in the Partner’s Control Panel, (ii) providing false details regarding the Partner’s personal data, (iii) any activity of the Partner that is harmful to the Company’s business activities, values or goodwill.
Partner’s breach of the terms of the licence granted for the Partner’s Control Panel;
performance of actions which infringe or threaten the security of the Partner’s Control Panel by the Partner;
permanent discontinuation of the provision of the Services or a change of the scope of the Services by the Company;
a court judgement or a decision of the public authority.

The termination of this Agreement shall automatically, and without further action by the Company, terminate and extinguish the Partner’s right to use the Partner’s Control Panel.
Any outstanding balance for the use of the Company’s services rendered through the date of termination, and other obligations unpaid by the Partner shall be immediately due and payable by the Partner in full.

Complaints

The Partner’s complaints regarding the Company’s services shall be submitted to the Company’s email address: ___________.
The complaint should contain a description of the Company’s misconduct, as well as login and email address assigned to the Partner’s account.
All complaints shall be handled within a reasonable timeframe, not exceeding 30 (thirty) days. Information on the acceptance or rejection of the complaint along with its justification is sent to the Partner’s email address provided during registration of the account.
In the event of refusal to consider a complaint in accordance with the method proposed by the Partner or failure to consider the complaint within 30 (thirty) days from the date of its receipt by the Company, the Partner shall have the right to pursue a claim in court.

Intellectual Property Rights

All Intellectual Property Rights in or related to the Partner’s Control Panel and thereto related documentation and all parts and copies thereof shall remain exclusively vested with and be the sole and exclusive property of the Company. “Intellectual Property Rights” shall mean copyrights, patents, utility models, design rights, trademarks, tradenames, trade secrets, know-how, algorithms, methods of computation and data processed for proper functioning of the Company’s applications (especially used for geolocation, categorization or any other data of statistical nature) and any other form of registered or unregistered intellectual property rights.
The Company grants the Partner a non-exclusive, non-assignable, and non-transferable right to use the Partner’s Control Panel in accordance with all of the conditions set forth herein. All rights not expressly granted hereunder are reserved by the Company.
The Partner’s rights and obligations under the licence granted by the Company are as follows:

The Partner has a non-exclusive and non-transferable right to display and use the Partner’s Control Panel on the electronic device;
The Partner has a non-exclusive and non-transferable right to install, store, display and use the Partner’s Control Panel on the Mobile Device;
The right to use the licence is limited in time and continues until the termination of the Agreement;
The Partner may exercise their rights, including the use of the Partner’s Control Panel, only personally or if entity by an authorized employee or co-worker;
The Partner may use the documentation accompanying the Partner’s Control Panel only for the proper performance of the Agreement;
The Partner undertakes to use the Partner’s Control Panel in a manner that is consistent with all laws that apply to the Partner’s Control Panel due to the Company’s territorial jurisdiction, including but not limited to appliable copyright and other intellectual property restrictions.

The Partner shall not: (i) use or attempt to use another Partner’s or other person account and/or access another Partner’s or other person personal payment data through the Partner’s Control Panel and other Company’s applications; (ii) rent, lease, sublicense, distribute, transfer, copy, modify or create derivative works of the Partner’s Control Panel or any related technology; (iii) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Partner’s Control Panel or any related technology, or any part thereof; (iv) remove any copyright, trademark or other proprietary rights notices contained in or on the Partner’s Control Panel; (vi) collect, use, copy, or transfer any information obtained from the Partner’s Control Panel without the consent of the Company; (vii) use bots or other automated methods in the Partner’s Control Panel; (viii) create an account in the Partner’s Control Panel using a fake identity or an identity of another person; or (ix) access the Partner’s Control Panel through the interfaces not provided by the Company, (x) copy, distribute or isolate the components of the Partner’s Control Panel and create products based on the Partner’s Control Panel (derivative works), (xi) use the Partner’s Control Panel to provide services for profit other that indicated in these Terms and Conditions, (xii) attempt to reverse engineer the source code of the Partner’s Control Panel by decompilation or in any other way, unless permitted to do so by law, which to the extent applicable expressly override this provision.
The Partner’s materials (i.e. photographs, descriptions, menu etc.) are and shall remain their sole and exclusive property, including all applicable rights to patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights inherent therein or appurtenant thereto.
The Partner grants to the Company a worldwide, royalty-free, sublicensable, and transferable right to use, modify, reproduce, distribute, display and publish any content provided by the Partner in the Partner’s Control Panel. Such content may include food and beverages photographs and descriptions, ratings, reviews comments, data, information and other materials that are uploaded, posted or otherwise transmitted in the Partner’s Control Panel.
The Partner also grants to the Company a worldwide, royalty-free, sublicensable, and transferable right to use, display and publish the Partner’s name, logo or other trademarks of the Partner in the Customer App, Waiter App, Partner’s Control Panel as well as on Company’s websites and accounts in social media.
The Partner agrees that the Company may use, display and publish information about the Products and other intellectual property provided in the Partner’s Control Panel for the purposes of marketing activities undertaken in a duration of the Agreement.

Confidentiality

The Partner agrees to safeguard and, except the Company’s written consent, not to disclose to anyone any proprietary or confidential information acquired in relation to the Partner’s access to the Control Panel. Such information includes, without limitation, personal data, principles of operations of the Company’s applications, business plans, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds (“Confidential Information”). Notwithstanding the foregoing, Confidential Information shall not include information or material that (i) is publicly available or becomes publicly available through no action or fault of the Partner, (ii) was already in the Partner’s possession or known to the Partner prior to being disclosed or provided to it by or on behalf of the other party, provided, that, the source of such information or material was not bound by a contractual, legal or fiduciary obligation of confidentiality to the Company or any other party with respect thereto, (iii) was or is obtained by the Partner from a third party, provided, that, such third party was not bound by a contractual, legal or fiduciary obligation of confidentiality to the Company or any other party with respect to such information or material, or (iv) is independently developed by the Partner without reference to the Confidential Information.
The Partner shall not sell, transfer, publish, disclose, display, or otherwise make available any portion of the Confidential Information to others except as expressly provided for herein. The Partner agrees to secure and protect the Confidential Information in a manner consistent with the maintenance of the Company’s rights therein. The Partner shall use its best efforts to assist the Company in identifying and preventing any unauthorized access, use, copying, or disclosure of the Confidential Information, or any component thereof, or any of the algorithms or logic contained therein. Without limitation of the foregoing, the Partner shall advise the Company immediately in the event the Partner learns or has reason to believe that any person to whom the Partner has given access to the Confidential Information has violated or intends to violate the confidentiality of the Confidential Information or any other proprietary rights of the Company, and the Partner shall, at the Partner’s expense, cooperate with the Company in seeking injunctive or other equitable relief in the name of the Partner or the Company against any such person. The Partner agrees to maintain the confidentiality of the Company’s Confidential Information using at least as great a degree of care as the Partner uses to maintain the confidentiality of the Partner’s own most confidential information (and in no event less than a reasonable degree of care). Especially, the Partner is obliged to conclude non-disclosure agreements with any person that has access to the Partner’s account or the Waiter App, which content shall allow for objective protection of Confidential Information The Partner acknowledges that the disclosure of any aspect of the Confidential Information or any information which, at law ought to remain confidential, shall immediately give rise to continuing irreparable injury to the Company inadequately compensable in damages at law, and the Company is entitled to seek and obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing confidentiality undertakings, in addition to any other legal remedies which may be available. In addition,
The disclosure of the Confidential Information is not a breach of these Terms and Conditions if it was made due to the demand of common courts, administrative courts, public authorities due to the obligation stipulated by the provisions of applicable law and the Partner notifies the Company immediately about this obligation and in any case before the disclosure and discloses the Confidential Information only in the least possible extent.
The Partner is obliged to keep confidentiality of the Confidential Information during the term of the Agreement and for 20 (twenty) years after its termination.

Liability

The provisions of this paragraph do not apply to the Partners being Sole traders, if they are inconsistent with the general provisions on liability provided for in the Polish Civil Code. In such a case, the provisions of the latter shall apply.
If the Partner is not the Sole Trader, the Company is only liable for the acts resulting from the intentional fault of the Company.
Unless applicable law prohibits it, the Company shall not be liable in any way for any loss of profits, revenues, sources of income or data, damage to property, business disruption, loss of commercial data or any other direct or indirect damage. The reservation set out in the above sentence applies regardless of the cause of the damage and whether any claim was made on the basis of the Terms and Conditions, tort law or on any other basis, and whether it was reported in connection with the use or inability to use the Partner’s Control Panel’s software. This reservation also applies when the Company has been notified of the possibility of damage.
The Company is not responsible in particular for:

Partner’ or Partner’s Employee’s actions or omissions that violate the law or the provisions of the Terms and Conditions;
actions or omissions of Internet service providers as well as failures and disruptions in the operation of the Internet network through which the Partner uses the Partner’s Control Panel;
any damage to the Partner resulting from incorrect read or write of information on the part and the fault of the Partner,
the manner in which the content published in the Partner’s Control Panel will be used by the Partner,
the manner in with the content in the Waiter App and the Company’s Services will be used by the Partner’s Employees,
loss of data caused by hardware or system failure or other circumstances for reasons beyond the control of the Company,
irregularities in the payment of the tips to the Partner’s Employees,
the Partner’s inability to use the Partner’s Control Panel or any loss incurred by the Partner caused by such inaccessibility.

Notwithstanding the above, the Company shall not be liable to the Partner for the content of any posted ratings or reviews and they shall be removed only if the content violates the provisions of the applicable law, the terms of service of the Customer App or if, in the opinion of the Company, is defamatory or otherwise questionable.
The Partner is solely liable for ensuring that any allergen information they provide, whether to the Partner’s Control Panel or directly to the Partner’s Employees or the Customers, is accurate, complete and up to date in relation to the Products which are being offered by the Partner at the time. The Company is not liable to and will not verify the Partner’s allergen information.
The Company provides merely intermediary services between the Customer and the Partner and therefore is not a party to the agreements concluded between them including the Purchase Agreements. The Company is not liable and is unable to assume any liability for the failure to perform or negligent performance of the Customer’s obligations or obligations toward the Customer.
The Company shall not be liable for the inability to provide the Services to the Partner as a result of force majeure. An event of force majeure is an event or circumstance which is beyond the control and without the fault or negligence of the Company affected and which by the exercise of reasonable diligence the Company affected was unable to prevent i.e. riot, war, invasion, act of foreign enemies, hostilities, terrorism, flood, fire or other physical natural disasters, epidemic, act or actions of government or shortage of materials or supplies.
Copying the content contained in the Partner’s Control Panel or using it by Partners contrary to these Terms and Conditions may result in infringement of the copyrights of the Company or third parties or entities and may result in claims of these persons or entities related to the infringement of their copyrights.
The Partner agrees that it shall be responsible for all activities that arises from the Partner’s activities on its account or the Partner’s Employee’s in the Waiter App, whether initiated by the Partner or other person even on the Partner’s behalf and the Company shall be entitled to rely on any requests which have been initiated from the Partner’s account or from the Waiter App. The Company disclaims any liability for any activity in the Partner’s account and in the Waiter App, whether initiated or authorized by the Partner or not unless it is the Company’s intentional fault. Subject to Company’s intentional fault, the Partner is solely responsible for use of the Partner’s Control Panel and the Waiter App by its employees, co-workers or any unauthorized person.

Indemnification

The Partner shall indemnify, defend, and hold harmless the Company from and against all liability, demands, claims, costs, losses, damages, recoveries, settlements, and expenses (including interest, penalties, reasonable attorney fees, accounting fees, and expert witness fees) incurred by the Company, known or unknown, contingent or otherwise, directly or indirectly arising from the Partner’s breach of any term or provision of these Terms and Conditions or any way related to the Partner’s use of the Partner’s Control Panel. The Company shall notify the Partner of any such claim and shall cooperate with the Partner, at the Partner’s expense, in defending or settling such claim. The Partner must not settle any such claim in a manner that imposes any non-indemnified costs or otherwise adversely affects the Company rights without the Company’s prior written consent. The Company may join in defense with counsel of its choice at its own expense. If the Partner does not assume the defense of any such claim within thirty (30) days after the date notice of such claim is given, the Company may defend against such claim in such manner as it may deem appropriate at the Partner’s expense, including, without limitation, settling such claim, after giving notice of the same to the Partner.

Disclaimer of warranties

THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED AND THE COMPANY SPECIFICALLY DISCLAIMS THE WARRANTIES REGARDING THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
THE COMPANY DOES NOT WARRANT THAT THE FUNCTIONS AND SERVICES PROVIDED BY THE PARTNER’S CONTROL PANEL OR IN THE WAITER APP WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE PARTNER’S CONTROL PANEL OR THE WAITER APP WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICE WILL CONTINUE TO BE MADE AVAILABLE (ESPECIALLY THE ONE PROVIDED BY THE EXTERNAL PROVIDER), THAT DEFECTS IN THE PARTNER’S CONTROL PANEL OR IN THE WAITER APP WILL BE CORRECTED OR THAT THE PARTNER’S CONTROL PANEL OR THE WAITER APP WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS S OR THIRD PARTY SERVICES.
The Partner agrees that the Company has no obligation to provide any updates, upgrades, patches, bug fixes or other modifications of the Partner’s Control Panel, but can provide them on its sole discretion. The Company has also no obligation to provide or enable any particular features or functionalities of the Partner’s Control Panel which can be modified or deleted by aforementioned modifications. The Partner further agrees that all updates or any other modifications shall be deemed to constitute an integral part of the Partner’s Control Panel, and shall be subject to the provisions of this Terms and Conditions. The Partner’s Control Panel will be updated to the latest version automatically without the separate consent of the Partner. In particular, it is possible to change and update individual functionalities of the Partner’s Control Panel or make these functionalities available only while using the Partner’s Control Panel.
If you are the Sole Trader, depending on the country or region you reside in, the laws of that region or country may not allow the exclusion of warranties to apply to you to the extend stated above.

Downloading the Partner’s Control Panel from the App Store (if available)

In relation to downloading the Partner’s Control Panel from App Store, the Terms and Conditions are concluded between the Company and the Partner only, and not with Apple Inc. with a registered office at 1 Apple Park Way, Cupertino, CA 95014-0642, United States, and Apple Inc. is not responsible for the Partner’s Control Panel or the content thereof. The Partner agrees that Apple Inc., and Apple Inc.’s subsidiaries (“Apple”), are third party beneficiaries of the Terms and Conditions, and that, upon your acceptance of the Terms and Conditions, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms and Conditions against you as a third party beneficiary thereof.
The license granted to the Partner for the iOS Partner’s Control Panel downloaded from Apple’s App Store is further limited to a license to use the Partner’s Control Panel on any Apple-branded products that the Partner owns or controls and as permitted by the Usage Rules set forth in the App Store Terms of Service and these Terms and Conditions.
You acknowledge that if automatic app updates on your Apple device is enabled, updates on your Apple device regarding the Partner’s Control Panel may be automatically downloaded to said devices when available; to turn off automatic Partner’s Control Panel updates, you can change the settings on your Mobile Device.
Only the Company may be responsible for providing any maintenance and support services with respect to the Partner’s Control Panel, if required under applicable law. You and the Company acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Partner’s Control Panel.
In the event of any failure of the Partner’s Control Panel to which disclaimer of warranty cannot be applied, You may notify Apple and Apple will refund the purchase price for the Partner’s Control Panel to you, if applies. To the maximum extent permitted by the applicable law, Apple will have no other warranty obligation whatsoever with respect to the Partner’s Control Panel, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to which disclaimer of warranty cannot be applied may only be the Company’s sole responsibility.
You acknowledge that the Company, not Apple, is responsible for addressing any claims of Yours or any third party relating to the Partner’s Control Panel or Your possession and/or use of that Partner’s Control Panel, including, but not limited to: (i) product liability claims; (ii) any claim that the Partner’s Control Panel fails to conform to any Partner’s Control applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the Software’s use of the HealthKit and HomeKit frameworks. This Terms and Conditions may not limit the Company’s liability to you beyond what is permitted by applicable law.
Apple shall not be responsible for any investigation, defence, settlement or discharge of any claim that the Partner’s Control Panel or Your use of it infringes any third party intellectual property right.
You also represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and you are not listed on any U.S. Government list of prohibited or restricted parties.
If any of the provision of these Terms and Conditions turns out to be in conflict with the App Store Terms of Service, the latter shall prevail.

Final provisions

The Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of Poland.
Any litigation based hereon, or arising out of, under, or in connection with these Terms and Conditions shall be brought and maintained exclusively in the court competent for the Company’s business seat, unless the Partner is the Sole Trader and otherwise provided by the applicable provisions of the Polish law.
Unless the Agreement is concluded with the Sole Trader, the Company shall be entitled to assign all or any of its rights or obligations hereunder in whole or part to an affiliate or successor or to a purchaser or acquirer of its business assets relating to the Company’s Services without the Partner’s prior consent. In that case, the Partner shall also not be entitled to assign any of its rights or obligations hereunder in whole or part.
If any provision of the Terms and Conditions is found to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable it shall be so narrowly drawn, without invalidating the remaining provisions of the Terms and Conditions or affecting the validity or enforceability of such provision.
The Terms and Conditions are available free of charge in the Partner’s Control Panel. The Partner can read the content of the Terms and Conditions, print, record and reproduce them by any technique in order to store and read their content.
To all matters not covered by these Terms and Conditions, provisions of law generally applicable in the Republic of Poland shall apply including in particular the provisions of the Act of February 4, 1994 on Copyright and Related Rights, the Act on July 18, 2002 on Providing Services by Electronic Means and the Act of April 23, 1964 – the Civil Code.
If the Company prevails in any action, suit, or proceeding arising from or based upon these Terms and Conditions, the Company shall be entitled to recover from the Partner the Company’s reasonable attorneys’ fees in connection therewith in addition to the costs of such action, suit, or proceeding.
The provisions of the Terms and Conditions do not infringe the rights of the Sole Traders resulting from applicable law, which applies first, before the provisions of the Terms and Conditions. If any provision of these Terms and Conditions is contrary to the statutory rights of the Sole Traders, such provision cannot be interpreted in a way that violates these rights.