These Deliverect Terms for Tabletless (“Terms”) are effective as of the date on which they are accepted by Customer (by checking the acceptance box or by any other means of acceptance) (“Effective Date”), and are entered into by Customer and Deliverect NV, a company incorporated under the laws of Belgium, with company number 0692.623.253, with a registered office at Foreestelaan 82, 9000 Ghent, Belgium (“Deliverect”), and if applicable, with Affiliates of Deliverect. These Terms shall govern Customer’s access to and use of Deliverect Products and Deliverect Services in connection with the tabletless solution. By using the tabletless solution or Deliverect Products, Customer agrees to be bound by these Terms.
Deliverect and Customer have a pre-existing contractual business relationship for the use of one or more Deliverect Products.
Customer wishes to make use of the tabletless solution provided by one or more online delivery channels and has an agreement with them in place enabling Customer to do so.
In order for Deliverect to provide Customer with access to the tabletless solution, Customer needs to accept and adhere to these Terms. These Terms do not alter any of the pre-existing contractual terms between the Parties except as set out in the Terms. Defined terms shall have the meaning as set out in the Deliverect Terms of Service which can be found on www.deliverect.com/en/terms-of-service.
1. Tabletless requirements. Customer achieves a successful POS acceptance rate in Deliverect of 99.8% of all orders processed, to be measured on a weekly basis, in order to have access to the tabletless solution.
2. Responsibility. The use of the tabletless solution shall not give rise to liability for Deliverect or the online delivery channel(s). Except for either party’s indemnification obligations, or damages arising from either party’s willful misconduct, to the maximum extent permitted by law, in no event shall Deliverect or Customer be liable for any claim for any indirect, punitive, incidental, exemplary or consequential damages, for loss of business profit, or damages for loss of business of a Restaurant (means corporate-owned and/or franchisee locations (and/or virtual brands or dark kitchens) that are operated by Customer or a Customer Affiliate), Customer, or any third party arising out of these Terms, or loss or inaccuracy of data of any kind, whether based on contract, tort or any other legal theory, even if Deliverect or Customer have been advised of the possibility of such damages. Deliverect explicitly excludes any liability for damages arising due to connectivity issues, misconfiguration by the Customer or loss of access to the POS system and/or network.
Deliverect's combined total cumulative liability of each and every kind under shall not exceed €500 (five hundred euros) or any equivalent thereof in local currency.
Customer will indemnify, defend and hold harmless Deliverect, its Affiliates and their respective directors, officers, employees and agents (the "Deliverect Indemnified Party") from and against any and all claims, damages, losses and expenses (including reasonable attorneys’ fees) (collectively, "Losses") with respect to any third-party claim arising out of or related to: (a) the negligence or willful misconduct of the Customer, Customer Affiliates, or its or their respective employees or agents in their performance of the Terms; (b) any claims that Customer breached its representations or warranties under these Terms; (c) any claims that Customer’s Trademarks or Intellectual property infringe a third party’s intellectual property rights, as long as such Trademarks and intellectual property has been used in the manner approved by Customer; (d) Customer’s breach of any of its obligations under these Terms or any Applicable Laws.
3. Back-up. In order to make use of the tabletless solution, Customer is required to have a tablet (outfitted with wireless/4G connections) present and active at its locations with the last fully updated version of the Deliverect Delivery Manager App which shall function as a fallback option to ensure proper communication of orders, updates and status. Customer acknowledges and agrees that not having an active fallback option such as Deliverect Delivery Manager App, may result in losses of profit or revenue for Customer, for which Deliverect will not be liable nor responsible.
4. Restoring. Deliverect shall have the right to unilaterally, at its own discretion, disable or suspend access to the tabletless solution.
5. Governing Law and Dispute Resolution. These Terms shall be governed by and construed in accordance with the laws of Belgium without regard to its conflict of laws provisions. In the event of any Dispute arising out of or in connection with these Terms, these will in first instance try to be resolved through amicable resolution between the parties. If Customer and Deliverect fail to resolve the Dispute, either party may file legal action against the other before the courts of Ghent, Belgium.