Terms & conditions

QUANDOO GENERAL TERMS AND CONDITIONS FOR BUSINESS PARTNERS (20.06.2017)

1. Scope of Validity

1.1 These general terms and conditions for business partners apply to all business relationships between {companyName} (hereinafter: ‘Quandoo’ or ‘we’) and restaurant-entrepreneurs (hereinafter: the ‘partner’ or ‘you’). For individual products (e.g. vouchers, hardware, modules, websites etc.), the additional or differing terms (hereinafter: ‘additional conditions’) agreed to at the time of ordering the additional products shall apply as well.

1.2 Any different, complementary or contradictory partner terms and conditions do not apply, even if Quandoo carries out services without reservation in the knowledge of these terms without contesting them.

2. Contractual Relationships, Registration Conditions, Registration, Changes to Terms of Use

2.1 Only fully legally competent entrepreneurs have rights of use. The business relationship is restricted to the partner and is non-transferable.

2.2 It may be necessary for the partner to set up a Quandoo user account in order to use certain products. To register, the partner requires a valid email address as well as a password. The partner is obliged to make true and complete entries when registering, and to update these during the contract period. The partner agrees that Quandoo will communicate with him by use of this user account (Business Center) and/ or the provided email address.

2.3 The partner is obliged to protect their access information from unauthorized access and to prevent access to their account and any other services provided by Quandoo (e.g. modules) by third parties (except the partner’s employees who are permitted access as vicarious agents).

2.4 These general terms and conditions for partners, as well as any additional conditions, can be altered by Quandoo as long as (i) the partner grants either express or implied agreement, or (ii) consent is considered granted according to the following requirements. Intended changes are to be provided in writing to the partner at least six weeks before their application. If the partner does not contest the changes in writing within six weeks, consent will be considered granted, and the changes will become an effective part of the contract at the time previously communicated. The partner will be reminded of this process when being informed of the change.

3. Listings

3.1 Quandoo publishes entries with information about local businesses (hereinafter: ‘listings’) – through own channels (= Quandoo domains, Quandoo app) as well as through cooperation partners (= third-party-providers, that are linking to or marketing the Quandoo-channels); together = Quandoo network”. This information could include, for example, address and contact information, images, photographs and descriptions, offers and services, opening times and prices. They may be provided by the partner, or by Quandoo via a business owner outside of any contractual relationship for editorial purposes, or by users of the Quandoo service.

3.2 In the last case, the partner can begin a claim to take over the listing referring to the partner’s business, in accordance with the functions available on the Quandoo website (hereinafter: ‘claim’). A listing may only be claimed by the party responsible for the business portrayed in the listing. Quandoo can therefore request proof from the partner. After a successful claim, the partner acquires the ability to edit the listing profile, and relating data and information.

3.3 The partner must ensure at all times during the contract that the information they created in the listing, or the information already in the listing when they claimed it, complies with any and all contractual and legal requirements, does not infringe on any third party rights and is correct, free of error and not misleading. As soon as such information does not correspond with these requirements, the partner must remove or correct this immediately, or contact Quandoo immediately in writing or electronically if the partner is not able to carry out the necessary changes.

3.4 At Quandoo’s request, the partner must also check whether information about the partner’s business provided by Quandoo or users of the Quandoo service, which has either been published or is intended for publication on the website, complies with all requirements in the above paragraph.

3.5 Quandoo displays listings in the formats and standards of its media. Quandoo reserves the right to remove or correct any incorrect information or information that breaches the conditions of this contract or any legal requirements. However, Quandoo has no obligations towards the partner to carry out such actions. Quandoo reserves the right to remove listings after termination of the service contract. Quandoo, not the partner, decides where, in what form and in what position (ranking) a listing appears (hereinafter: ranking). Ranking is generated by an automatic algorithm and may change at any time.

4. Reviews

4.1 Quandoo offers users the opportunity to submit reviews for the businesses portrayed in the listings. Users submit the reviews exclusively to Quandoo, and the partner is not permitted to use these reviews independently (e.g. in their own advertising material).

4.2 The partner is not permitted to manipulate the review system, especially by submitting a review for their own services or those of a competitor, or by tasking third parties with submitting such reviews. The partner is obliged not to affect the submission of reviews by users in any way.

4.3 Quandoo checks and inspects reviews and other content submitted by users (i) before the publishing at Quandoo’s own discretion, (ii) after the publishing in the case of a partner complaint. If the partner considers a review to give an untrue representation of their business, or if a review contains unlawful language, such as abuse, or if the partner believes that a review has been manipulated, the partner has to inform Quandoo immediately in writing or electronically and allow Quandoo to inspect the review and react accordingly.

4.4 Quandoo is entitled, but not obliged to publish reviews submitted by users. Quandoo reserves the right, for example in case of a breach of terms and conditions, not to publish individual reviews or sections of reviews and/ or to delete reviews subsequently.

5. General Obligations and Guarantees of the Partner, Exemption of Quandoo

5.1 The partner transfers to Quandoo the non-exclusive, transferable and sub-licensable, royalty-free, worldwide and temporally unlimited right to use, reproduce and make publicly available - also in edited or translated form - all information provided by the partner (e.g. texts, images, photos, images of persons, brands), including information claimed by the partner, for the purposes of carrying out the contract and/or for Quandoo services, without requiring consent from third parties or payment to third parties. The partner transfers to Quandoo the same rights regarding all information available on his website and/ or within his social media accounts.

5.2 The partner guarantees that the information they provided and/ or that are available through the website/ social media accounts, including information claimed by the partner, and their use of Quandoo in accordance with their contract, do not violate any third party rights, and that Quandoo may use these - without the need for consent from third parties or payment to third parties - within the realms outlined in section 5.1. Furthermore, the partner guarantees their possession of permission for all persons in any photos, as well as the right to use photos or other copyright-protected works without needing to name the photographer or copyright holder.

5.3 The partner transfers to Quandoo the right to advertise on their behalf within the realms of Quandoo services, whereby Quandoo may use the partner’s name, word mark or figurative trade mark in all forms of advertising, including online marketing, email marketing and/or pay per click advertising (PPC). Quandoo initiates all marketing activities at its own discretion and expense.

5.4 In execution of the contract the partner may be able, e.g. via the Business Center, to provide Quandoo with personal or other data of himself, his employees and/ or his customers. In regards to such data, the partner – and the partner alone – is legally reliable and responsible. The Partner has to inform all affected persons about this transfer of data. If the partner provides Quandoo with any such personal or other data – e.g. in order to manage reservations or to carry out marketing actions (e.g. third party email addresses for inclusion in mailings), etc. - the partner must ensure that the relevant legal requirements for admissibility exist (e.g. verifiable, effective consent from the recipient) and must inform Quandoo of any restrictions (e.g. restrictions of consent) as well as cancellation or opposition by the affected party. The partner agrees to close a separate “Contract on Order Data Processing” with Quandoo or to take any other measure required to assure legal validity.

5.5 The partner holds harmless Quandoo and Quandoo’s employees, workers, staff, representatives, shareholders and vicarious agents in relation to third party claims and shall compensate Quandoo or the other named persons for damages and other expenses incurred as a result of the partner’s breach of contractual warranties or obligations, including legal defence costs.

5.6 The partner agrees to display Quandoo marketing material within his premises to be seen by his customers.

6. Rights Reserved by Quandoo

6.1 Unless otherwise agreed, Quandoo reserves all rights that have not been expressly granted to the partner by Quandoo.

6.2 This applies especially to all rights to the ‘Quandoo’ brand, other trademark law, rights to texts, images, web and other design, software, databases and data (including data generated from processing the contract, evaluations and statistics), and, in particular, rights of use for the listings and reviews, e.g. in partner advertising material.

7. Availability/Service Level

The yearly service availability is 97%, with the exception of reasonable, customary maintenance work, to be announced in advance, as well as force majeure or any other circumstances not arising from Quandoo’s fault. Availability is the ratio of actual time (AT) to target time (TT): Availability (%)=(AT/TT) *100 Actual time (AT) is the time period where the service is actually available on the data centre’s router output.

8. Term of Contract

8.1 Unless otherwise agreed (e.g. in any additional conditions), the contract shall begin when Quandoo accepts the partner’s offer. Quandoo may also show its acceptance implicitly, e.g. by providing the agreed services.

8.2 Unless otherwise agreed (e.g. in any additional conditions), the contract is not limited to a specific time and can be terminated by either party in writing or electronically with a three-month notice period to the end of the calendar month. The legal right to immediate termination remains unaffected.

9. Prices, Payment Conditions, Set-Off, Right of Retention, Delay

9.1 All prices are net, and do not include GST.

9.2 Quandoo may deliver invoices to the partner electronically.

9.3 Unless otherwise agreed, payments to Quandoo are required in advance once the contract has been entered into. If an invoice does not include a payment date, it is to be paid immediately.

9.4 Unless an alternative payment method is agreed, the partner is obliged to provide Quandoo with a direct debit mandate for each payment owed to Quandoo within all the existing contracts between him and Quandoo. The partner is to provide correct and complete payment information and to keep this up to date at all times. The partner may, within eight weeks from the debit date, require the reimbursement of the debited amount. Applicable in this regard are the terms and conditions agreed between the partner and his Bank.

9.5 If the partner through his user account (Business Center) selects the credit card payment methods, the partner (i.) guarantees to provide correct card information and is authorized to use the card and (ii.) agrees to change to credit card payment method and authorizes Quandoo to execute payments reg. all the existing contracts between him and Quandoo. All processing of cardholder data is entirely outsourced to a PCI DSS validated third-party service provider. Quandoo does not electronically store, process or transmit any cardholder data. The partner can revoke this authorization at any time. Changes of payment method become effective on the last day of each month.

9.6 The partner only has the legal right of retention in the case of an undisputed, legally established claim (or one ripe for adjudication) arising from the same contractual relationship. The partner only has the right to offset if the partner’s counterclaim is legally established, undisputed or ripe for adjudication.

9.7 In the case of default of payment, Quandoo has the right to suspend the service at the partner’s cost, if a previous reminder was unsuccessful. The partner’s payment obligation remains unaffected. If the partner is in arrears with more than 10% of the payment due, Quandoo can terminate the contract without notice, if a previous reminder was unsuccessful.

9.8 Without prejudice to any further claims for damages by Quandoo, the statutory interest and legal default amounts shall be calculated in the case of default of payment. A lump sum of $8 shall be charged for each reminder sent due to a delay in payment. The partner has the right to prove that Quandoo suffered no damages or lower damages, while Quandoo has the right to prove that they suffered higher damages. In the case of returned direct debits arising from the partner’s fault, Quandoo may charge the partner for expenses incurred by the extra work.

10. Quandoo Liability

10.1 Quandoo will only accept liability for partner damages arising from the following within the realms of the contract: (i) intent or gross negligence by Quandoo or Quandoo’s legal representatives or vicarious agents, (2) injury to life, body or health caused by breach of duty by Quandoo or Quandoo’s legal representatives or vicarious agents, (3) fraudulent misrepresentation or assumption of a guarantee, in the case of liability according to the Product Liability Act, and (4) a breach of duty that would prevent the contract from being properly fulfilled, and on whose fulfillment the user regularly relies and may rely (cardinal obligation).

10.2 Quandoo’s liability in cases (1), (2) and (3) above is unlimited by seize. Besides that, any claims for damages are limited to contract-typical, foreseeable damages.

10.3 In other cases than the ones mentioned in section 10.1, and without prejudice to the following paragraph, Quandoo’s liability is excluded - regardless of the legal grounds.

10.4 The above liability limitations apply to all Quandoo institutions, employees and vicarious agents. This does not alter the legal burden of proof.

11. Exclusivity

For the duration of the contract, but no longer than 5 years from the contract’s start, the partner shall not work with any other service provider - directly or indirectly - for the mediation of reservations, as well as of online vouchers, marketing or the sale of (discounted) special offers and/or vouchers in {countryName} (‘exclusivity’). The partner remains entitled to all other marketing actions relating to the partner’s business and/or services.

12. Applicable Law, No Additional Agreements, Place of Fulfillment, Place of Jurisdiction

12.1 The laws of New South Wales shall apply, excluding the UN Sales Convention. There are no verbal or written ancillary agreements.

12.2 The place of fulfillment is Quandoo’s main office.

12.3 If any provision in these terms of use becomes partially or completely unenforceable, the rest of the contract shall remain unaffected.

12.4 The place of jurisdiction for all disputes arising from the contract between Quandoo and the partner shall be Quandoo’s main office in {countryName}, as long as the partner is a merchant, a legal person under public law, or a special asset under public law, or the partner has no general place of jurisdiction in {countryName}. Regardless of this, Quandoo may fall back to any of the partner’s legal places.

QUANDOO ADDITIONAL CONDITIONS FOR RESERVATION AND MARKETING SYSTEM MODULES (20.06.2017)

1. Scope of Validity

1.1 These additional conditions lay out the special terms of use of modules for the Quandoo reservation and marketing system.

1.2 In addition, the Quandoo General Terms and Conditions for Business Partners apply, as well as any further Additional Conditions agreed to.

2. Subject of Contract

2.1 The subject of this contract is the partner’s opportunity to use the following modules offered by Quandoo and subscribed to by the partner: (i) Booking Modules (e.g. Quandoo Free+, Quandoo Booking Basic, Quandoo Booking Professional, Quandoo Booking Premium) to take, edit and manage reservations and/or (ii) Marketing Modules (e.g. Quandoo Marketing M and Quandoo Marketing L) with the aim of increasing reach and visibility of the partner’s services on Quandoo websites. Quandoo gives no guarantees or assurances concerning the extent of reach or visibility. Modules can be subscribed to in different package combinations.

2.2 Depending on the agreement, modules are either (i) integrated onto the partner’s website as a Software-as-a-Service (SaaS) (‘partner integration’), made available as a local tablet-based application for use on a tablet computer in the partner’s premises (‘partner application’), or are usable for the partner online via a website (‘business center’) or (ii) provided to the partner by Quandoo as advertising services within the whole Quandoo network (No. 3.1 of the Quandoo General Terms and Conditions for Business Partners).

2.3 Unless otherwise outlined in any individual agreements or in the Quandoo general terms and conditions, the entries made in the ordering process and online dialogues within the user account (Business Center) apply for descriptions and scope of products/services (e.g. availability of modules in certain countries, technical requirements, conditions and standards for partner integration or installation and running of partner application). Support, installation, maintenance and training are only owed if such an agreement exists. Unless otherwise agreed, Service Contract Law rulings apply for SaaS services.

3. Use of Modules, Installation, Training

3.1 The partner receives the non-exclusive and non-transferable contractual right to use the module they subscribed to, in the version agreed, for the time period agreed, only for the uses agreed, in order to manage their own business processes via telecommunications access, while upholding the terms of the contract. The partner acquires no copyright usage entitlements to the underlying software (computer programs and databases).

3.2 The Setup fee includes (1) the set-up of the reservation management system (All modules: Business Center/ Premium only: table plans and maybe tablet), (2) the preparation of the web- and app-based Quandoo-profile, (3) the set-up of a Google Account for search engine marketing, (4) the onetime initial training of the staff (max. 2h; Premium: conducted in person on site/ All other modules: over the phone).

4. Partner Duties and Obligations

4.1 The partner must ensure the legality of their own websites, especially if partner integration is to take place. In this respect, section 5 of the Quandoo general terms and conditions for business partners applies.

4.2 The partner must secure their data regularly and appropriately, and create their own backups to ensure reconstruction if data or information is lost.

4.3 The partner shall implement virus protection programs in accordance with the current state of the art.

4.4 The partner must ensure that access to the end devices on their premises is possible via an Internet connection and suitable software and hardware and/or configuration, if this is a requirement for the module/package the partner has subscribed to. The partner is solely responsible for the operation and maintenance of these technical requirements.

4.5 The partner is to inspect the module immediately after Quandoo has provided it, in order to identify any defects - these must be contested immediately. Approval is constituted by a lack of such immediately complaints.

5. Special Rules for Quandoo Booking Module

5.1 If the partner uses a Booking Module without partner integration, Quandoo reserves the right to charge an additional fee.

5.2 The partner can elect to charge a cancellation fee. Where the partner has elected, within its user account (Business Center), to charge a cancellation fee for cancellations or no shows the partner shall inform Quandoo of (i) the cancellation fee which shall be paid by Quandoo to partner (‘Cancellation Fee’; three options available: 100%, 50%, 20%); and (ii) the minimum period of notice of cancellation which shall be required by partner from users before the Cancellation Fee shall be payable e.g. not less than 60 minutes before reservation (‘Cancellation Notice ‘).

5.3 The partner has to inform Quandoo immediately – but not later than within 72 hours – of any cancellations or no shows via the Business Center, partner application or telephone, using the reservation reference number. This time period (‘notification period’) begins at the time of the cancellation or no show. When informing Quandoo of any cancellation or no show the partner additionally shall, via the Business Center, notify Quandoo if (at the partner’s discretion) the Cancellation Fee shall not be applied. Without such additional information, Quandoo will charge a Cancellation Fee to the respective user automatically 72 hours after the reservation end time.

5.4 Quandoo shall charge the agreed transaction fee for all successful reservations per guest. For (group) booking enquiries the provision is limited to the number of people as set up by the partner within his user account (Business Center) to be the respective maximum per reservation for the Quandoo network. This will also apply if Quandoo provides other booking options technically above this limitation.

5.5 Where partner has elected to apply a Cancellation Fee to a no show or cancellation, and such Cancellation Fee has been properly incurred, Quandoo shall pay to partner the Cancellation Fee. This payment will take place (i.) once a month and (ii.) after the relevant Quandoo billing cycle. Quandoo is eligible to set-off its Cancellation Fee payment obligations against any liabilities of the partner to Quandoo. In accordance with its user terms and conditions Quandoo may make a charge to the user where a Cancellation Fee has been incurred by Quandoo. Quandoo shall inform the user of any such charge payable by the user to Quandoo and the period of Cancellation Notice required in order to avoid the fee being charged. Quandoo is only obliged to pay the agreed Cancellation Fee to the partner, if and when Quandoo has effectively received the respective Cancellation Fee from the user.

5.6 No transaction fee shall be charged for cancelled reservations or no shows, as long as the partner has informed Quandoo within the notification period. If notification takes place after the notification period has expired, Quandoo reserves the right to charge the transaction fee for the relevant reservation in full. Quandoo also reserves the right to examine and calculate cancelled reservations and no shows if the partner’s cancellation and no show quota (cancellations and no shows / successful reservations) is more than 25% above the average quota for all Quandoo partners.

5.7 If the partner through their user account (Business Center) should select the SMS option, the partner assigns Quandoo, additionally to the respective E-Mails, to send SMS to their customers for transaction-issues like booking-confirmation or booking-reminder (“Customer-SMS”). The partner bears any costs for Customer-SMS. Quandoo will inform the partner about the costs via his user account (Business Center). The accounting will take place via the usual invoicing-process.

6. Special Rules for Marketing Modules

6.1 If a partner has subscribed to a Marketing Module, Quandoo offers a special or highlighted advertisement for the partner’s special offers (hereinafter: ‘special offers’), as well as further agreed marketing actions (e.g. newsletters, Social Media, SEO etc.) after agreement with the partner (e.g. if the partner activates Quandoo special offers via the Business Center).

6.2 The subject, conditions and modalities of the special offer must be agreed in advance between Quandoo and the partner. Quandoo will place the partner’s special offer in the Quandoo network within two weeks. At the partner’s request, Quandoo will present the special offer via the widget on the partner’s website. Quandoo has the right to - but is not obliged to - also place the special offers on other websites and newsletters, including those of cooperation partners.

6.3 Quandoo is only the messenger and mediator for the special offer contract between the partner and user. Quandoo will inform each party of a unique identifier (e.g. booking number or user name).

6.4 The partner is obliged to inform Quandoo immediately in writing or electronically of any changes relevant to the partner’s business, the contract or the user (e.g. delivery bottlenecks).

7. Contract Start Date, Duration and Termination

7.1 Unless otherwise agreed, the subscription contract for the module begins with Quandoo’s confirmation of subscription. Quandoo can also confirm the subscription implicitly, e.g. by implementing the module or other service.

7.2 Unless otherwise agreed, the initial term of the subscription for a Booking Module is 24 months, where the last month always constitutes a full month. Booking Module subscriptions can be terminated in writing or electronically with a notice period of 3 months prior to the end of the agreed contract term, with the cancellation coming into effect at the end of the last month. If the subscription is not effectively terminated, the term is automatically extended by a further 12 months, whereby the last month always constitutes a full month.

7.3 Unless otherwise agreed, the initial term of subscription for a Marketing Module is either 3, 6, 9 or 12 months, where the last month always constitutes a full month. Marketing Module subscriptions can be terminated in writing or electronically with a notice period of 1 month, with the cancellation coming into effect at the end of the last month. If the subscription is not effectively terminated, the term is automatically extended by a further 3 months, whereby the last month always constitutes a full month.

7.4 Upgrading a module to a relevant higher value module (of the same type) is possible at any time, with the change coming into effect at the beginning of the following month. This creates a new subscription contract, which replaces the previous subscription contract without deduction to the contract term, in accordance with these terms of use.

7.5 Each party’s legal right to terminate the contract for an important reason remains unaffected.

8. Billing and Payments

8.1 For fixed amounts relating to contract durations agreed to in the relevant ordering process, the rulings in section 9.3 of the Quandoo general terms and conditions for business partners applies.

8.2 Quandoo shall invoice the partner for the transaction fee costs incurred within a calendar month during the following month. There is a different rule for transactions fees for reservations that were made within the contract period but that took place after the contract had ended. These will be invoiced at the end of the contract period.

8.3 If services not included in the product description are necessary, and Quandoo performs these in agreement with the partner, Quandoo may invoice the partner for additional charges as agreed - a tax amount can be charged if no amount has been agreed, or the usual payment can be charged if there is no tax amount. Additional costs may arise if the standards outlined in the product description cannot be guaranteed by the partner, or if the module is incompatible for other reasons of the partner’s fault.

QUANDOO ADDITIONAL CONDITIONS FOR THE SALE OF HARDWARE (20.06.2017)

1. Scope of Validity

1.1 These additional conditions lay out the special terms for the sale of hardware via Quandoo to the partner.

1.2 Additionally, Quandoo’s general terms and conditions for business partners shall also apply, as well as any other additional conditions that have been agreed.

2. Subject of Contract

Quandoo provides the partner - by means of purchase - with selected hardware e.g. tablets running the Android operating system or all-in-one computer according to the relevant current offer by Quandoo, in accordance with the terms of these additional conditions. Modules subscribed to by the partner - in accordance with the general terms and conditions or other additional conditions - are compatible with the hardware and may be used together. Besides, specific characteristics are not guaranteed.

3. Rules concerning Purchase of Hardware

3.1 Purchase Price and Payment

The prices agreed to during the order process shall apply, plus shipping costs. Additionally, section 9 of {companyName}’s general terms and conditions shall apply.

3.2 Retention of Ownership

3.2.1 The partner acquires ownership of the hardware only when the purchase price has been paid in full. The wares affected by retention of ownership may not be pledged to a third party or transferred for safekeeping before payment has been received in full. The partner must notify Quandoo in writing or electronically immediately if third parties gain access to the wares belonging to Quandoo (e.g. via seizure or other means of access). The partner is obliged to keep the goods in perfect condition.

3.2.2 If the partner is in breach of their contract, especially in the case of non-payment of the purchase price, Quandoo has the right to withdraw from the purchase contract and request the return of their property. If the partner does not pay the purchase price, Quandoo may only exercise this right when the partner failed to uphold a reasonable deadline set by Quandoo, or when such a deadline is deemed not necessary according to statutory regulations.

3.3 Warranty

3.3.1 The warranty adheres to the relevant statutory rulings, unless otherwise outlined below.

3.3.2 The partner’s right to claim for defects depends on their fulfillment of their legal duty to inspect and contest defects. If a defect is found during the inspection, or after, Quandoo must be immediately informed in writing or electronically. This notification shall be considered ‘immediate’ when given within 2 weeks, whereby a timely dispatch is sufficient. Regardless of this duty of inspection and contesting of defects, the partner has to inform Quandoo of any defects (including incorrect and short deliveries) within 2 weeks of delivery in writing or electronically, whereby a timely dispatch of the notification is sufficient. If the partner fails to carry out proper inspection and/or contesting of defects, Quandoo shall not be liable for the defect.

3.3.3 If the delivered product is defective, Quandoo can choose to either rectify the defect (improvement) or deliver non-defective goods (replacement). Quandoo’s right to refuse either method of subsequent fulfillment, in accordance with statutory conditions, remains unaffected. If subsequent fulfillment was not successful, or if a reasonable deadline set by the partner was not honoured, or such a deadline is legally dispensable, the partner may withdraw from the purchase contract or reduce the purchase price. In the case of an insignificant defect, the right of withdrawal does not apply.

3.3.4 The partner’s claims for defects expire after one year from receipt of the goods.

3.3.5 Quandoo is not liable for any damages resulting from improper use or breach of contract by the partner when installing, connecting, using, operating or storing the wares.

3.4 Risk of Procurement, Withdrawal by Quandoo

Quandoo does not accept any risk of procurement and has the right to withdraw from the contract if Quandoo does not receive goods despite the conclusion of a suitable purchase contract; Quandoo’s responsibility for gross negligence or intent remains unaffected. Quandoo is to inform the partner immediately if hardware is not available for the correct time, and is to immediately inform the partner in the case of withdrawal. The seller will refund the buyer immediately in the case of withdrawal, if applicable.

4. Installing Modules

4.1 Unless otherwise agreed in writing or electronically with the partner, Quandoo installs the subscribed modules onto the hardware. This does not apply if the partner has not subscribed to any Quandoo modules and has purchased the hardware.

4.2 The partner agrees that Quandoo may remove the hardware from its original packaging and put it into operation before sending to the partner, in order to install the subscribed modules.

5. Delivery

5.1 The delivery dates or periods specified by Quandoo are not binding. They only represent binding fixed dates if this is expressly agreed in writing or electronically and the dates have been referred to as such.

5.2 Deliveries are carried out to the delivery address provided by the partner.

5.3 Partial deliveries are permitted, as long as they are reasonable for the partner.

QUANDOO ADDITIONAL CONDITIONS FOR THE CREATION AND SUPPORT OF WEBSITE AND FACEBOOK PAGES (20.09.2018)

1. Scope of the Contract

1.1 These Additional Terms and Conditions (the “Additional Terms”) define the special terms for the creation and support of websites and Facebook pages by Quandoo for the Partner.

1.2 The Quandoo General Terms and Conditions for Restaurant Partners (the “GTC”) remain applicable and in full force and effect and are complemented by the present Additional Terms.

2. Subject Matter, Scope of Services

The subject matter of these Additional Terms pertains to Quandoo’s services in relation to (i) the non-recurring creation of websites hosted under the Partner ́s domain (the “Partner Web- sites”) and/or (ii) the non-recurring creation of websites hosted under a quandoo.com domain which the Partners may redirect their domains to (the “Quandoo Merchant Website”) and/or (iii) pages on the social-network-site “Facebook” (“Facebook Pages”) as well as (iv) the ongoing content support of Partner Websites and/or Quandoo Merchant Websites (the “Website(s)”) on behalf of the Partner. The creation of an internet domain and provision of Internet access (“Access Providing”) and technical support of the Websites are part of Quandoo’s services only as far as the hosting of Quandoo Merchant Websites is concerned.

2.1 Rulings concerning Website Creation

If the Partner has commissioned Quandoo with the creation of a concept for and the creation of a Partner Website, the following terms shall apply:

2.1.1 The precise scope of services is based on the ordering process and depends on the model chosen by the Partner. Quandoo shall prepare a concept for a Website according to the specifications agreed between Quandoo and the Partner (the “Briefing”) and shall design the Website according to the agreed specifications. Based on the concept for the Website approved by the Partners, Quandoo shall complete the Website to a standard ready for use and operation.

2.1.2 However, Quandoo does not provide any legal advice to the Partner. The Partner remains fully liable to comply with all relevant and applicable legal requirements, including relevant data protection legislation such as the General Data Protection Regulation.

2.1.3 The Partner Website is created using a template and is installed and hosted on a third party’s server.

2.1.4 Upon completion of the Partner Website, Quandoo shall provide the Partner with the log-in credentials for the website, in accordance with section 2.1.3, so that the Partner may access the site in order to, carry out updates independently, among others. If the Partner also requests support of the Partner Website, section 2.4 below shall also apply.

2.1.5 Maintaining and updating the Partner Website is not included in Quandoo’s service of creating it; support services must be commissioned additionally according to section 2.4 below. If only the creation of the Partner Website has been commissioned, Quandoo’s obligations are completed with the transfer of the log-in credentials for the Partner Website to the Partner.

2.2 Terms for the Creation of Quandoo Merchant Websites

If the Partner has commissioned Quandoo with the creation of a concept for and the creation of a Quandoo Merchant Website, the following terms shall apply:

2.2.1. The precise scope of services is based on the ordering process and depends on the model chosen by the Partner. Quandoo shall prepare a concept for a Quandoo Merchant Website according to the specifications agreed between Quandoo and the Partner (the “Briefing”) and shall design the Quandoo Merchant Website according to the agreed specifications. Based on the concept for the Website approved by the Partners, Quandoo shall complete the website to a standard ready for use and operation. The Quandoo Merchant Website is created using a template.

2.2.2. Quandoo Merchant Websites shall be hosted on a third party server under a Quandoo domain as follows: sites.quandoo.com/website/RESTAURANT_NAME. The hosting contract for Quandoo Merchant Websites shall be entered into by Quandoo and the third party provider; no contractual relationship between the Partner and the third party provider shall be established. There are no additional hosting fees to be paid by the Partner.

2.2.3. Quandoo does not provide any legal advice to the Partner. The Partner remains fully liable to comply with all relevant and applicable legal requirements, except relevant data protection legislation such as the General Data Protection Regulation insofar as the provisions directly relate to the implementation and operation of websites. Quandoo thus issues e.g. privacy notes and cookie policies for Quandoo Merchant Websites.

2.2.4. Upon completion of the Quandoo Merchant Website, Quandoo shall provide the Partner with the log-in credentials for the afore mentioned website. The Partner may access the Quandoo Merchant Website to make changes to the content only, e.g. to the texts and pictures. However, the Partner shall not make any changes to the technical set-up of the Quandoo Merchant Website, e.g. install APIs, Cookies, Plugins etc. In case the Partner makes changes to the technical set-up of the Quandoo Merchant Website, in derogation from section 2.2.3., Quandoo shall not be liable for compliance with the relevant data protection regulations. If the Partner also requests support of the website, section 2.4 below shall also apply.

2.2.5. Maintaining and updating the content of the Quandoo Merchant Website is not included in Quandoo’s service of creating it; support services must be commissioned additionally according to section 2.4 below. If only the creation of the Quandoo Merchant Website has been commissioned, Quandoo’s obligations as to the content of the website are completed with the transfer of the log-in credentials to the Partner.

2.3 Terms for the Creation of Facebook Page

If the Partner has tasked Quandoo with the creation of a Facebook page, the following shall apply:

2.3.1. Facebook is a social network provided by Facebook Inc., 1601 S. California Ave, Palo Alto, CA 94304, USA (”Facebook”), available at www.facebook.com. Registered members/ companies have the chance to set up a “Facebook Page” on Facebook where they can present their services/premises, upload content and create posts.

2.3.2. The precise scope of services for building and activation of the Facebook Page result from the information on the order form. Quandoo shall develop a concept for the Partner’s Facebook Page based on the specifications agreed between Quandoo and the Partner. Based on the Quandoo’s concept for the Facebook page as approved by the Partner, Quandoo shall build the Facebook Page to a standard ready for use and operational.

2.3.3. The Facebook Page is created based on a template designed for use on the Facebook platform. The Partner authorizes Quandoo to register and set up the Facebook page in Partner’s name and on Partner’s behalf, so that the contract is between the Partner and Facebook. Facebook’s terms of use, community standards and terms concerning the use of pages all apply to the registration. These can be viewed at www.facebook.com. The Partner must make himself aware of these terms of use and community standards, and declares his consent with such terms.

2.3.4. Upon completion of the Facebook Page, Quandoo shall provide the Partner with the log-in credentials so that the Partner has access to its Facebook Page to independently carry out updates and create posts, among others.

2.3.5. Maintaining and updating the Facebook page (e.g. posts and other content) is not part of Quandoo’s services.

2.3.6. The Partner acknowledges that a “Custom URL” for a Facebook Page may only be obtained based on a minimum number of “Likes” i.e. that a certain number of Facebook users must “like” the page, predefined by Facebook. The acquisition of the relevant number of “likes” for the Facebook Page to obtain a Custom URL is the Partner’s exclusive responsibility and not included in the services offered by Quandoo.

2.4 Terms for the Support of Websites

If the Partner has requested content support of the website from Quandoo, the following terms shall apply:

2.4.1 Unless otherwise agreed, the contract of website support shall begin with Quandoo’s confirmation of the relevant subscription. Quandoo reserves the right to confirm the subscription implicitly, e.g. by implementing the module or other service

2.4.2 Unless otherwise agreed, the service includes (i) content-related changes to and maintenance of the content of the Website(s) (updates of pictures and texts), programming services and support of and advise to the design of the Website(s), (ii) functionally to check for obvious errors and corrections (e.g. general functionality of the Website or Links) and (iii) timely limited to 3 hours per month. Additional services, including pricing, must be agreed separately in writing. Provider services, data backup, software/plugin maintenance, removal of errors, defects and disturbances not caused by Quandoo, specific reaction times and restructuring of the website exceeding the update/amendment are not included in the service.

2.4.3 Within the scope of section 2.4.2 above, Quandoo shall take action within (i) pro-actively (meaning without request by the Partner) and (ii) if so requested by the Partner. The Partner shall, if required, for the term of the contract provide Quandoo with digital data (including photo material, documents etc.). If necessary, Quandoo shall inform the Partner about the requirement to cooperate.

2.4.4 Unless otherwise agreed, the initial term of subscription for website support is three months, beginning at the 1st day of the calendar month immediately following the calendar month in which the Partner has booked the Website Support. The subscription for website support may be cancelled with one month’s written notice with effect to the last day of the relevant calendar month. If the subscription is not effectively cancelled, the term of the subscription shall automatically renew by one additional month. The statutory right to cancel for good cause with immediate effect remains unaffected.

2.5 Privacy and Data Protection

Quandoo abides by its Privacy Notice and Cookie Policy, both accessible via Quandoo’s website. Both policies are included into these Additional Terms by reference. The Partner must ensure his compliance with the relevant data protection legislation and compliant integration of the Partner Website and Facebook Pages, as the case may be. As Quandoo Merchant Websites are hosted under a Quandoo-Domain, Quandoo takes over liability regarding relevant data protection legislation such as the General Data Protection Regulation insofar as the provisions directly relate to the implementation and operation of websites. Quandoo thus issues e.g. privacy notes and cookie policies for Quandoo Merchant Websites.

3. Approval/Acceptance

3.1 Upon providing the concept for the Website and/or Facebook Page by Quandoo, the Partner must carefully and conscientiously examine it and (i) approve it in writing or (ii) request detailed specific adjustments in writing. Quandoo must only implement desired adjustments if they are required to fulfill the original requirements of the Briefing. Section 7.2 shall apply accordingly.

3.2 Upon completion of the Website and/or Facebook, or upon completion of changes included in the Website support, the Partner must accept the Website and/or Facebook Page unless there are material errors or problems with the general functionality. Acceptance must be in writing. Section 7.2 applies accordingly.

4. Cooperation, Partner Content

4.1 The Partner must cooperate adequately during the whole development and building process for the Website and/or Facebook Page as well as for the Website support by Quandoo, if applicable. Such cooperation includes providing all data and information required for the development of a concept and building of the Website and/or Facebook Page as well as for the website support in a timely manner and complete.

4.2 The Partner must provide all content necessary for the development and building of the Website and/or Facebook Page as well as for the Website support in the requested digital format to Quandoo, no later as requested by Quandoo. The content that must be provided by the Partner includes texts, images/photos, graphics (including logos), videos and tables (hereinafter together the “Contents”). The Partner is exclusively responsible for the creation of Contents. Unless otherwise expressly agreed, Quandoo shall not create any Contents for the Partner.

4.3 Quandoo is not obliged to check the Contents provided by the Partner, including that the Contents provided do not violate any third party rights or applicable law, or that it is compliant with legal requirements (e.g. legal duties of information, data protection law and any other information duties for e-commerce), or that is true and contains no misleading information. This remains in the exclusive responsibility of the Partner, and Quandoo shall not be liable.

4.4 Quandoo is not obliged to check that the provided content is fit for the desired purposes of the Website and/or Facebook Page or that of the Website support.

5. Guarantee, Exemption

5.1 The Partner guarantees that the Contents provided by him and its contractual use by Quandoo does not violate any third party rights (e.g. copyright, trademark and personal rights), and that Quandoo may use the Contents without requiring permission from a third party, or payment to a third party. The Partner guarantees that he has the relevant permissions from any persons in picture (privacy rights), and that photos and other copyright-protected works as provided to Quandoo may be used without naming the photographer and/ or copyright holder.

5.2 The Partner holds harmless Quandoo (including their employees, staff, representatives, shareholders and other vicarious agents, together “Quandoo”) from any third party claims and shall compensate Quandoo for damages or necessary expenses arising from claims caused by the Partner’s breach of their contractual duties or guarantees. This also includes reasonable expenses for legal counsels and legal charges.

6. Copyright, Rights of Use

6.1 Quandoo expressly reserves all rights relating to concepts, designs, technical developments, programming and customizations arising from building the website and/or Facebook Page and providing website support. Section 6 of the GTC applies accordingly.

6.2 Quandoo grants to the Partner the non-exclusive, non-transferable, non-sub-licensable right to use the Website and/or Facebook page in accordance with the provisions outlined in these additional conditions.

7. Warranty

7.1 Quandoo shall be liable to the extent of the statutory provisions for any defects relating to the functioning of the Website and/or Facebook Page. The Parties agree that any defects shall be rectified by Quandoo in the course of subsequent improvement.

7.2 The Partner must examine the Website/Facebook Page immediately after being provided with the log-in credentials by Quandoo, or after the changes done within the Website support service have been completed, and must notify Quandoo immediately of any defects. If the Partner fails to notify Quandoo, approval for the Website/Facebook Page, respectively for the changes done within the website support services shall be deemed granted, unless a hidden defect is concerned.

8. Prices/Payment

8.1 The prices, excluding VAT, agreed to in the order form shall apply.

8.2 Section 10 of GTC shall apply.

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