Platform Terms and Conditions

March 16, 2021

We reserve the right to change these Terms at any time, and by using this Platform you are expected to review such Terms on a regular basis.

1 Scope

These terms and conditions ("Terms") apply to the usage of the Kitchup platform ("Platform") operated by Ladle GmbH ("Kitchup", "we", "our", or "us"). By accessing the Platform as a home supplier("Supplier"), customer of Suppliers("Customer") (jointly referred to as "Members") or a visitor browsing the Platform without having registered yet ("Visitor"), you (collectively referred to as "you", "your", or "yours") accept these Terms.

If you do not agree to these Terms, you may not visit, use, or access the Platform. These Terms incorporate by reference Kitchup's privacy policy ("Privacy Policy").

2 Registration on the platform

2.1 The service provided by the platform

The purpose of the Platform is to connect Suppliers with Customers. The Platform allows Suppliers to offer handcrafted meals to Customer(s), and to conclude purchase contracts directly with Customers.

Kitchup provides the Platform to allow Suppliers to offer and to directly sell their meals displayed on the Platform to Customers and to efficiently process the sale (the "Services"). Kitchup, through a services agreement with Supplier and Customer respectively, will facilitate the purchase of meals from Supplier by Customer; however, in no event shall Kitchup be deemed a party to any agreement whereby a Customer purchases a meal from Supplier.

Suppliers may make meals available to Customers by creating a new listing on the Platform. Customers can book the meals by placing a reservation order on the Platform. Customers and Suppliers can rate each other after an order.

2.2 Registration of Suppliers

Upon registering on the Platform, the Supplier is entitled to offer his/her meals to Customers and enter into the relevant purchase contract with Customers through the Platform. In the course of his/her registration on the Platform, the Supplier accepts the present Terms. By clicking the "I Agree" button, he/she agrees that he/she has read, understood, and agrees to be bound by these Terms.

Supplier must attend a webinar on hygiene rules and answer some questions before they can start selling meals.

The Supplier shall offer the meals in accordance with all relevant national and cantonal laws, regulations, and registration obligations. In our Help Center, we have compiled information to help Suppliers identify some of the obligations that apply to them.

2.3 Registration of customers

Upon registering on the Platform, the Customer is entitled to purchase meals from Suppliers and enter into the relevant purchase contract with Suppliers through the Platform. In the course of his/her registration on the Platform, the Customer accepts the present Terms. By clicking the "I Agree" button, he/she agrees that he/she has read, understood, and agrees to be bound by these Terms.

3 Meal booking process

3.1 Viewing and booking the meals

All Visitors to the Platform will have the opportunity to view the meals offered by the Suppliers without prior registration. Placing an order is only possible after completion of the registration procedure.

3.2 Products and prices

The presentation of meals on the Platform does not constitute a legally binding offer by the Suppliers, but an invitation to submit an order.

All prices are inclusive of the commission for Kitchup, applicable value added taxes, import duties and mandatory charges, unless explicitly stated otherwise. In addition to the prices charged, the Suppliers may charge for delivery to the Customer. The delivery costs are clearly indicated to the Customer during the ordering process.

By clicking on the "Buy" button on the Platform, Customer makes a binding offer to purchase the meals in his basket for the indicated price. Kitchup then sends Customer an automatic confirmation of receipt via email, in which Customer's order is listed again. The purchase agreement is formed once delivery to Customer has been confirmed by the Supplier.

3.3 Payment from customer

The Customer can choose from the available payment methods before completing the ordering process.

3.4 Payout to supplier

The supplier must add his bank account prior to listing a meal on the Platform. The supplier will receive the price for the meal minus our commission (which is 22% of the gross meal price including all deductions and fees). No commission is applied to the delivery fees.

3.5 Commission payment to kitchup

The gross meal price includes a commission for Kitchup, which enables us to provide you with our Platform and ensure a safe payment process. The amount of the commission is 22% of the gross meal price including all deductions and fees, and is understood to contain any statutory value added tax. No commission is applied to the delivery fees. The commission is included in the gross amount charged to Customers as the price for the meals on the Platform in the agreed currency and is shown separately on the invoice. If no payment is credited to Kitchup (e.g. revocation of credit card payment, cancellation of the order by Customer before the deadline set by the Supplier), no commission will be credited to Kitchup.

4 Pick-up and delivery of the meals

4.1 Pick-up

The Supplier may make meals available for pick-up at his/her residence. The exact address will be displayed to the Customer with the confirmation of the ordered meal.

Customer is not charged for delivery if he selects "pick-up" as his preferred delivery method.

4.2 Delivery by the supplier

Delivery of the meals by the Suppliers is only possible within the areas indicated on the Platform. The Supplier may charge for delivery. The delivery costs are clearly indicated to the Customer during the ordering process.

Delivery follows upon receipt of payment (including delivery costs, if any). If the Customer is not reachable for delivery of the meal at the delivery address, the Supplier still receives the full payment.

4.3 Cancellation and refunds

More information on cancellations and refunds is available in our refund policy.

5 Rating

Customers may rate suppliers after an order. We encourage you to be open, honest and authentic in your ratings. However, we reserve the right to screen and remove ratings that violate these Terms.

Ratings submitted by Suppliers and Customers via the Platform may not, among others:

• contain material that is defamatory, obscene or offensive;
• promote violence or discrimination;
• violate the intellectual property rights of another natural or legal person;
• promote illegal activities.

We welcome feedback and we appreciate your help in identifying inappropriate or abusive ratings. If you believe that a rating violates our Terms, you may contact us using this Form.

6 Restrictions on the platform

You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Platform. In connection with your use of the Platform, you will not, and will not assist or enable others to:

• breach or circumvent any applicable laws or regulations, agreements with third parties, third-party rights, or our Terms;
• use the Platform and content contained herein for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Kitchup endorsement, partnership or otherwise misleads others as to your affiliation with Kitchup;
• copy, store or otherwise access or use any information, including personal data n about any other member, contained on the Platform in any way that is inconsistent with our Privacy Policy or these Terms or that otherwise violates the privacy rights of Suppliers, Customers or third parties;
• use the Platform in connection with the distribution of unsolicited commercial messages (spam);
• offer, as a Supplier, meals that you do not have permission to make available through the Platform;
• contact another Supplier or Customer for any purpose other than asking a question related to an order, including, but not limited to, soliciting any user to join third-party services, applications or websites, without our prior written approval;
• use the Platform to request, make or accept an order independent of the Platform, to circumvent Kitchup's commission or for any other reason;
• request, accept or make any payment for orders outside of the Platform. If you do so, you acknowledge that you: (i) will be in breach of these Terms; (ii) accept all risks and responsibility with regard to such payment, and (iii) will hold Kitchup harmless from any liability for such payment;
• discriminate against or harass anyone on the basis of race, national origin, religion, ideology and political convictions, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behaviour;
• use, display, mirror or frame the Platform or any individual element within the Platform, Kitchup's name, any Kitchup trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Platform, without Kitchup's express written consent;
• dilute, tarnish or otherwise harm the Kitchup brand in any way, including through unauthorized use of Platform content, registering and/or using Kitchup or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Kitchup domains, trademarks, taglines, promotional campaigns or Platform Content;
• use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Platform for any purpose;
• avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Kitchup or any of Kitchup's providers or any other third party to protect the Platform;
• attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform;
• take any action that damages or adversely affects or could damage or adversely affect the performance or proper functioning of the Platform;
• display, link, or otherwise mention other foreign URL’s or similar links on the Platform.

7 Platform monitoring by kitchup

You acknowledge that Kitchup has no obligation to monitor the access to or use of the Platform or to review, disable access to, or edit any content posted by Suppliers and Customers, including but not limited to pictures and descriptions of meals, profile pictures and descriptions, and ratings, but has the right to do so to:

1. operate, secure and improve the Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes);
2. ensure Suppliers "and Customers" compliance with these Terms;
3. comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body;
4. respond to content that it determines is harmful or objectionable; or
5. as otherwise set forth in these Terms.

You agree to cooperate with and assist Kitchup in good faith, and to provide Kitchup with such information and take such actions as may be reasonably requested by Kitchup with respect to any investigation undertaken by Kitchup or a representative of Kitchup regarding the use or abuse of the Platform.

If you feel that any user you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behaviour, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Kitchup. You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).

8 Warranty

The Platform is provided "as is", and Kitchup makes no warranties of any kind related to this Platform or the information and materials contained thereon, including but not limited to the information available in our Help Center.

9 Complaints

Notwithstanding any legal remedies against the Supplier, the Customer shall, in case of a complaint about a meal, address his/her complaints to the Kitchup customer service before considering other measures. Kitchup will endeavor to examine the facts and find a fair solution.

In the event that the measures taken by Kitchup are not to the satisfaction of the customer, these Terms do not limit the means available to the Customer to resolve the dispute with the Supplier under applicable law. The Services are subject to the Swiss Code of Obligations and other legal regulations concerning the purchase of goods and the provisions contained herein regarding defects and delays.

In the event of a complaint, the Customer shall contact Kitchup via the complaint link on the Platform and provide the requested information and information about the meal the reason for his/her dissatisfaction. After receiving the complaint, Kitchup will process it in cooperation with the Supplier if necessary and will endeavor to respond to Customer within 10 working days.

10 Liability

10.1 Liability of Supplier

The Supplier agrees to indemnify, defend, and hold harmless Kitchup, each of its affiliates and any of Kitchup's or any of its affiliates’ officers, directors, employees, or agents or Kitchup's third-party distribution partners against any third-party claim, action, loss, damage, expense or other liability (including without limitation, attorneys’ fees and expenses) arising from or relating to:

1. the Supplier's contract with the Customer;
2. the performance of the Supplier's duties and obligations under this Contract or any breach or default by the Supplier under this Contract, including, without limitation, a breach of any representation, warranty or covenant; or
3. any allegation that Kitchup's or any of its affiliates’ use, reproduction, distribution or display of information on the Platform as permitted under these Terms infringes or misappropriates the intellectual property rights of any third party.

10.2 Liability of customers and visitors

Customer and Visitor agrees to fully indemnify Kitchup from and against any and/or all liabilities, costs, demands, causes of action, damages and expenses arising in any way related to his/her breach of any of the provisions of these Terms.

10.3 Liability of kitchup

Kitchup shall not be liable for any damages arising out of or in connection with:

1. matters for which the Suppliers are responsible, in particular the preparation, storage, processing, packaging, delivery, quality or handling of the meals, as well as Supplier' compliance with applicable laws, including applicable food and tax regulations;
2. third-party negligence or unattributable interruption of the availability of the Platform;
3. orders placed by Customers using fraudulently acquired payment data or other data; and
4. contents of websites to which the Platform links, including the accuracy of the linked websites and the data protection practices of such websites.

Kitchup shall not be responsible for any failure or non-performance of its services if such failure or non-performance is due to circumstances beyond Kitchup's control (without Kitchup being at least negligently in breach of any related contractual obligation).

The liability of Kitchup for damages caused by minor negligence is excluded. This limitation of liability shall not apply to damages for loss of life, physical integrity, impairment of human health or product liability claims.

11 Intellectual property

11.1 Platform content

Kitchup and its licensors own and retain all right, title, and interest in the Platform and the materials made available herein by Kitchup ("Platform Content"). You are granted a limited license only, subject to the restrictions provided in these Terms, for the purposes of viewing the material contained on the Platform.

11.2 Member content

Suppliers and Customers may post content such as profile pictures, descriptions, and pictures of meals ("Member Content"). By creating, uploading, posting, sending, receiving, storing, or otherwise making available Member Content on or through the Platform, you grant to Kitchup a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Member Content to provide and/or promote the Platform, in any media or platform. Insofar as content includes personal data, such content will only be used for these purposes if such use complies with applicable data protection laws in accordance with our Privacy Policy. Unless you provide specific consent, Kitchup does not claim any ownership rights in your content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit Member Content.

You are solely responsible for all Member Content that you make available on or through the Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available on or through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to Kitchup the rights in and to such content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Kitchup's use of the Member Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You will not post, upload, publish, submit or transmit any Member Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances. Kitchup may, without prior notice, remove or disable access to any content that Kitchup finds to be in violation of applicable law, these Terms, or otherwise may be harmful or objectionable to Kitchup, its users, third parties, or property.

12 Miscellaneous

Entire agreement: These Terms constitute the entire agreement, and supersede all prior agreements, between the parties relating to the subject matter hereof.

Notices: Notices hereunder shall be given in writing to the last communicated or available address. "In writing" shall, unless explicitly indicated otherwise, include e-mail.

No assignment: Neither party may assign any of its rights, obligations or claims under these Terms.

Severability: If any provision of these Terms (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain mutatis mutandis in full force and effect.

Governing law and jurisdiction: These Terms are governed by Swiss law under the exclusion of its conflict of laws provisions and the United Nations Convention for Contracts for the International Sale of Goods. The place of jurisdiction for natural persons is Nidwalden or the domicile of the natural person. Exclusive place of jurisdiction for legal persons is Nidwalden.