Special Terms and Conditions for the use of the products Digital Menu, QR Code Ordering & Guest Feedback and Self Checkout & Guest Feedback

Berlin, February 1, 2024

1. Scope

These special terms and conditions (hereinafter "STC") apply to the use of the products offered by orderbird: "Digital Menu, QR Code Ordering and Self Checkout".

The subject matter of the contract is the use of the products and functions offered by orderbird GmbH, Ritterstraße 12, 10969 Berlin. Under the contract, orderbird undertakes to supply the customer with the use of the contractually owed services for the duration of the agreed contract term and to the contractually owed extent.

2. Conclusion of contract

The scope of services of the respective product follows from the service description / the offer. Product descriptions contained in the service description / the offer do not constitute binding offers on the part of orderbird, but serve for the submission of a binding offer by the customer.

The customer can submit the offer via the order form integrated in MY.orderbird or by returning it by email. In doing so, after selecting the product and going through the electronic ordering process, the customer submits a legally binding contractual offer regarding the use/booking of the selected product by clicking the button that completes the ordering process or by returning it by email.

orderbird can accept the customer's offer within five days,

orderbird is entitled to refuse the order without stating reasons.

If several of the above alternatives apply, the contract is concluded at the point in time at which one of the above alternatives occurs first. The period for accepting the offer begins to run on the day after the offer is sent by the customer and ends at the end of the fifth day following the sending of the offer. If orderbird does not accept the customer's offer within the above period, this counts as a rejection of the offer, with the result that the customer is no longer bound by their declaration of intent.

When an offer is submitted via the order form in MY.orderbird, the contract text is stored by orderbird after the conclusion of the contract and sent to the customer in text form (for example email) after they have sent their order. orderbird does not make the contract text accessible beyond this. In addition, the order data is archived in the user account in MY.orderbird and can be called up by the customer at any time through their access.

Order processing and contact generally take place by email and automated order processing. The customer must ensure that the email address they provide for order processing is correct, so that the emails sent by orderbird can be received at that address. In particular, when using SPAM filters, the customer must ensure that all emails sent by orderbird, or by third parties commissioned by orderbird with order processing, can be delivered.

3. Provision and use of the Digital Menu

The customer can present a digital representation of the product groups, items and ordering processes within the orderbird PRO venue as a digital menu, which the participating venue can make publicly accessible. The customer can upload one image for each item.

4. Provision and use of QR Code Ordering & Guest Feedback

The customer can offer in-house self-ordering of food, that is, ordering at the venue through the orderbird Order Management menu by the end customer.

The customer can also collect feedback from guests through the orderbird Order Management menu.

5. Provision and use of the payment option

The customer can use the online payment function Order Management Pay, which is offered by the payment provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter "Stripe").

Before accepting the customer's offer and providing payment processing, orderbird and/or the payment service provider commissioned by orderbird carry out a credit check using the customer data transmitted. orderbird or the commissioned payment provider reserves the right to refuse the customer the use of the product/the payment services or of individual payment methods in the event of a negative check result.

After a successful credit check, payment processing is then carried out via the payment service provider Stripe. orderbird will set up a corresponding account with Stripe on behalf of the customer and inform the customer about it. For this purpose, the customer must provide orderbird with the necessary information and data. The data of the customer's users/customers required to process the transaction is forwarded to Stripe in order to carry out the transaction.

The individual payment methods that may be offered via Stripe are communicated to the customer in MY.orderbird. The customer authorizes orderbird to accept payments from end customers on behalf of the customer using the payment method chosen by the end customer. If the credit card payment method is selected, the invoice amount is due immediately upon conclusion of the contract. orderbird will transfer the amounts received from end customers to the customer weekly and settle them by the 10th day of the following month. However, orderbird is entitled, at its reasonable discretion, to offset the amounts collected from end customers for their orders against the due claims that orderbird has against the customer under the contract and these terms and conditions.

Further information about the payment service provider Stripe is available online at https://stripe.com/en-de.

The customer will provide orderbird with information about the venue and the offers. Details follow from the order form. orderbird will use the information necessary for the use of the respective product and, where applicable, pass it on to third parties for the performance and fulfillment of the contract. Unless declared separately, orderbird will not verify or otherwise check this information. If information about the customer changes, the customer will notify orderbird in writing or in text form at least 14 days before the change takes effect.

The customer is solely responsible for fulfilling the contract towards the end customer. Likewise, the end customer alone is responsible towards the customer for payment as agreed. orderbird serves the customer and their customers merely as an intermediary, but assumes no responsibility for the fulfillment of the respective performance obligations beyond the provisions contained in the contract and these special terms and conditions.

6. Prices and payment terms

Once the customer has been admitted to use the product, the customer is obliged to pay the amounts/commissions/fees stated in the offer/in MY.orderbird at the agreed payment intervals.

With regard to the use of the payment option, the customer can only make payment with debt-discharging effect to the commissioned payment service provider. However, even in the event of an assignment of claims, orderbird remains responsible for general customer enquiries, for example about credits or debits.

orderbird will invoice the customer for the agreed remuneration monthly. Subject to other written agreements, invoices are due for payment in full within 14 days of receipt of the invoice by the customer. Any payment options offered on differing terms are communicated to the customer in the offer / in MY.orderbird.

Unless otherwise stated in the product description / the offer from orderbird, the prices given are total prices that include statutory value added tax.

If the customer is in default of payment, the outstanding amount bears interest at 9 percentage points above the applicable base interest rate. This does not affect the assertion of further rights by orderbird.

7. Contract term and termination

The contract for the products and services commissioned in each case is concluded for the term specified in the offer for the respective product. Ordinary termination during the contract term is excluded. If the contract is not terminated at the end of the term observing a notice period of one month, it is automatically extended by the originally agreed contract term.

The right to extraordinary termination for good cause remains unaffected. Good cause exists if, taking into account all the circumstances of the individual case and weighing the interests of both parties, the terminating party cannot reasonably be expected to continue the contractual relationship until the agreed end or until a notice period has expired.

Terminations can be made in writing or in text form (for example by email).

After termination and expiry of the contract term, orderbird will no longer make the selected product available for use. The customer is responsible for independently backing up any data and/or documents from their my.orderbird account before the contract term expires. On termination of the contract, any documents and/or items provided by orderbird must be returned to orderbird.

8. Rights of use, changes

The right to use the product(s) and service(s) commissioned in each case is granted to the respective customer and may not be assigned, transferred or resold to third parties. orderbird gives no guarantee for the permanent availability of the product or of the functions associated with it. The customer agrees that the functions offered may change in the future and need not be permanently available or supported. orderbird reserves the right to implement new versions and updates, including changes affecting the operation and functionality of the services. However, changes are only made to an extent that is reasonable and acceptable for users.

orderbird reserves the right to change or extend these special terms and conditions at any time with effect for the future, insofar as this appears necessary and does not unreasonably disadvantage the customer. In particular, a change or addition ("change") may be necessary to adapt to a changed legal situation. More recent court rulings also count as a change in the legal situation. Changes and further developments of orderbird's products and services may likewise make a change to these special terms necessary.

A change must be announced in an appropriate manner in text form at least six weeks before it takes effect. Notice of the change to the special terms and conditions is generally given by email notification, but at the latest at the customer's next login to their my.orderbird account.

The customer has the right to object to any change to the special terms and conditions within six weeks of the announcement of the forthcoming change. In the event of a timely objection, these terms continue to apply. orderbird then has the right to terminate the contract with four weeks' notice if it is unreasonable for orderbird to adhere to the unchanged contract. If the customer does not object to the change within the objection period, or continues to use orderbird's products and services without objection after the objection period has expired, the change is deemed to have been accepted and becomes part of the contract.

In connection with the notification about the changes, orderbird will also point out to the customer the possibility of objecting, the deadline and the legal consequences, in particular with regard to a failure to object.

9. Data protection

All personal data is generally treated as confidential in accordance with the provisions set out in the privacy policy.

All transactions carried out via the payment provider Stripe are subject to the Stripe privacy policy. You can find this at https://stripe.com/en-de/privacy.

10. Warranty, liability

For the duration of the contractual relationship, the customer grants orderbird a simple, free, worldwide right of use to all content that they transmit to orderbird or post on the platform. This includes in particular the right to reproduce, edit, distribute, transmit and make publicly accessible the content and edited versions of the content, individually or as part of a database, for any purpose not expressly excluded. By submitting their contractual offer, the customer confirms that they have acquired all rights of use from the holders of copyright, ancillary copyright and other rights in the content they have posted, or that they can dispose of them freely.

The customer warrants that the data transmitted to orderbird does not infringe any intellectual property rights or other rights of third parties and can be used by orderbird as agreed.

The customer indemnifies orderbird against claims by end customers or third parties that are asserted against orderbird due to a breach of the warranties and obligations under the contract and these special terms and conditions, including reasonable associated costs of any legal defense, unless the customer is not responsible for the respective breach.

orderbird is not liable for the offer, the correctness and completeness of the information provided by the customer, or for the performance of the contract by the customer. orderbird is likewise not liable for breaches of duty by the customer's customers.

orderbird is liable without limitation for damage caused intentionally or through gross negligence by orderbird, its legal representatives or senior employees, and for damage caused intentionally by other vicarious agents. orderbird is liable without limitation for damage arising from injury to life, body or health caused intentionally or negligently by orderbird, its legal representatives or vicarious agents. orderbird is liable for product liability damage in accordance with the provisions of the German Product Liability Act.

orderbird is liable for damage arising from the breach of cardinal obligations by orderbird, its legal representatives or vicarious agents; cardinal obligations are the essential obligations that form the basis of the contract, that were decisive for the conclusion of the contract and on whose fulfillment the customer may rely. If orderbird has breached these cardinal obligations through slight negligence, liability is limited to the amount that was foreseeable for orderbird at the time the service was provided.

Any liability of orderbird beyond this is excluded:

11. Applicable law

The law of the Federal Republic of Germany applies to all legal relationships between the parties, to the exclusion of the laws on the international sale of movable goods.

If the customer acts as a merchant, a legal entity under public law or a special fund under public law with its seat in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract is the place of business of orderbird. If the customer has its seat outside the territory of the Federal Republic of Germany, the place of business of orderbird is the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims under the contract can be attributed to the customer's professional or commercial activity. In the above cases, however, orderbird is in any event entitled to bring proceedings before the court at the customer's registered office.

The invalidity of individual provisions of these special terms and conditions does not affect the validity of the remaining provisions. In this case the parties undertake to agree an effective provision that comes closest in economic terms to the intended purpose of the invalid provision. This applies accordingly to the closing of any gaps in these special terms and conditions.

In all other respects, the General Terms and Conditions of orderbird apply, which are available online at any time at https://www.orderbird.com/en/terms.