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

Berlin, February 1st, 2024

1. Scope of application

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

The subject of the contract is the use of the products and functions offered by orderbird GmbH, Ritterstraße 12, 10969 Berlin. As part of the contract, orderbird undertakes to provide the customer with the use of the contractually owed services for the duration of the agreed contract term in the contractually owed scope.

2 Conclusion of contract

The scope of services of the respective product results from the service description / offer. Product descriptions contained in the service description / offer do not constitute binding offers on the part of orderbirds, but serve to submit 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 e-mail. After selecting the product and going through the electronic ordering process, the customer submits a legally binding contractual offer with regard to the use/booking of the selected product by clicking the button concluding the ordering process or returning the order by email.

orderbird may accept the customer's offer within five days,
  • by sending the customer an order confirmation in text form (fax or e-mail), whereby the receipt of the order confirmation by the customer is decisive in this respect, or

  • by activating the customer for the use of the ordered product, or

  • by requesting payment from the customer after the order has been placed.

orderbird is entitled to refuse the order without giving reasons.

If several of the aforementioned alternatives exist, the contract is concluded at the point in time at which one of the aforementioned alternatives occurs first. The period for acceptance of the offer begins 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 aforementioned period, this shall be deemed a rejection of the offer with the consequence that the customer is no longer bound by his declaration of intent.

When submitting an offer via the order form in MY orderbird, the text of the contract is saved by orderbird after the contract is concluded and sent to the customer in text form (e.g. email) after the order has been sent. No further access to the contract text is provided by orderbird. In addition, the order data is archived in the user account in MY.orderbird and can be accessed by the customer at any time.

Order processing and contact are generally carried out by e-mail and automated order processing. The customer must ensure that the e-mail address provided by him for order processing is correct, so that the e-mails sent by orderbird can be received at this address. In particular, when using SPAM filters, the customer must ensure that all e-mails sent by orderbird or by third parties commissioned by orderbird to process the order can be delivered.

3. Provision and use of the digital menu

The customer can display a digital representation of the product groups, articles and order processes within the orderbird PRO business as a digital menu, which the participating business can make publicly accessible. The customer can upload an image for each item.

4. Provision and use of the QR code ordering system & guest feedback

The customer can offer in-house food ordering. I.e. ordering in-house via the orderbird order management menu by the end customer.

The customer can also collect feedback from guests via 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 the payment processing, orderbird and/or the payment service provider commissioned by orderbird carries out a credit check using the transmitted customer data. orderbird and/or the commissioned payment service provider reserves the right to refuse the customer the use of the product/payment services or 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 accordingly. The customer must provide orderbird with the necessary information and data for this purpose. The data of the customer's users/customers required to process the transaction shall be forwarded to Stripe for the execution of the transaction.

The individual payment methods that may be offered via Stripe are communicated to the Customer in MY.orderbird. The Customer authorises orderbird to accept payments from end customers on behalf of the Customer via the payment method selected by the end customer. If the credit card payment method is selected, the invoice amount is due immediately upon conclusion of the contract. orderbird shall transfer the amounts received from the end customers to the Customer on a weekly basis and settle them by the 10th day of the following month. orderbird is however 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 on the payment service provider Stripe is available on the Internet at https://stripe.com/de.

The Customer shall provide orderbird with information on the operation and offers. Details can be found in the order form. orderbird will use the information necessary for the use of the respective product and, if necessary, pass it on to third parties for the execution and fulfilment of the contract. orderbird will not verify or otherwise check this information, unless separately stated. If information about the customer changes, the customer shall notify orderbird in writing or text form at least 14 days before the change comes into effect.

The customer is solely responsible for the fulfilment of the contract vis-à-vis the end customer. Likewise, the end customer is solely responsible to the customer for the agreed payment. orderbird serves the customer and its customers only as an intermediary, but assumes no responsibility for the fulfilment of the respective service obligations beyond the provisions contained in the contract and these special terms and conditions.

6. Prices and terms of payment

If the customer is authorised to use the product, the customer is obliged to pay the amounts/commissions/fees shown 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 payments to the authorised payment service provider with debt-discharging effect. orderbird shall, however, remain responsible for general customer enquiries, e.g. regarding credit or debit notes, even in the event of the assignment of claims.

orderbird shall invoice the customer for the agreed remuneration on a monthly basis. Unless otherwise agreed in writing, invoices are due for payment in full within 14 days of receipt of the invoice by the customer. The customer shall be informed of any other payment options offered in the offer / in MY.orderbird.

Unless otherwise stated in the product description / orderbird's offer, the prices quoted are total prices that include statutory VAT.

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

7. Duration and termination of the contract

The contract for the respective products and services ordered is concluded for the term specified in the offer for the respective product. Ordinary cancellation during the term of the contract is excluded. If the contract is not cancelled with a notice period of one month to the end of the term, it shall be automatically extended by the originally agreed contract term.

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

Cancellations can be made in writing or in text form (e.g. by e-mail).

After cancellation and expiry of the contract term, orderbird will no longer enable the use of the selected product. The customer is responsible for independently backing up any data and/or documents from their my.orderbird account by the end of the contract term. Upon 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 respective ordered product(s) and service(s) is granted to the respective customer and may not be assigned, transferred or resold to third parties. orderbird does not guarantee the permanent availability or the functions associated with the product. 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 that affect the operation and functionality of the services. However, changes will only be made to an extent that is reasonable and acceptable to users.

orderbird reserves the right to amend 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, an amendment or supplement ("amendment") may be necessary to adapt to a changed legal situation. Recent court judgements are also deemed to be a change in the legal situation. Changes and further developments of orderbird's products and services may also make it necessary to amend these special terms and conditions.

An amendment must be announced in text form in an appropriate manner at least six weeks before it comes into effect. The notification of the change to the special terms and conditions is usually made by e-mail, but at least at the next login to the customer's my.orderbird account.

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

In connection with the notification of the changes, orderbird shall also inform the customer of the possibility of objection, the deadline and the legal consequences, in particular with regard to a failure to object.

9. Datenschutz

All personal data will be treated confidentially in accordance with the provisions of the privacy policy.

All transactions carried out via the payment provider Stripe are subject to the Stripe privacy policy.This can be found at https://stripe.com/de/privacy.

10. Granting of rights, warranty, liability

For the duration of the contractual relationship, the customer grants orderbird a simple, free, worldwide right of use to all content that it transmits to orderbird or places on the platform. This includes in particular the right to reproduce, edit, distribute, broadcast and make publicly accessible the content and edits of the content individually or as part of a database for any purpose not expressly excluded.By submitting his contractual offer, the customer confirms that he has acquired all rights of use from the holders of copyrights, ancillary copyrights and other rights to the content he has uploaded or that he can freely dispose of them.

The customer guarantees 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 the associated, reasonable costs for any legal defence, unless the customer is not responsible for the respective breach.

orderbird is not liable for the offer, the accuracy and completeness of the information provided by the customer, nor for the fulfilment of the contract by the customer. Likewise, orderbird is not liable for breaches of duty by the customer's customers.

orderbird is liable without limitation for damages caused intentionally or through gross negligence by orderbird, its legal representatives or executives, as well as for damages caused intentionally by other vicarious agents. orderbird is liable without limitation for damages caused intentionally or through negligence by orderbird, its legal representatives or vicarious agents resulting in injury to life, limb or health. orderbird is liable for product liability damages in accordance with the provisions of the Product Liability Act.

orderbird is liable for damages arising from the breach of cardinal obligations by orderbird, its legal representatives or vicarious agents; cardinal obligations are the essential obligations which form the basis of the contract, which were decisive for the conclusion of the contract and on the fulfilment of which 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 of service provision.

Any further liability on the part of orderbird is excluded.

11. Applicable law, final provisions

The law of the Federal Republic of Germany shall apply to all legal relationships between the parties to the exclusion of the laws on the international purchase 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 registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract shall be the registered office of orderbird.

If the customer is domiciled 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 arising from the contract can be attributed to the customer's professional or commercial activity. orderbird is, however, entitled in the above cases in any case to appeal to the court at the customer's place of business.

The invalidity of individual provisions of these special terms and conditions shall not affect the validity of the remaining provisions. In this case, the parties undertake to agree on an effective provision that comes closest to the intended economic purpose of the ineffective provision. This applies accordingly to the closure of any loopholes in these special terms and conditions.

In all other respects, the General Terms and Conditions of orderbird apply, which can be accessed at any time on the Internet at https://www.orderbird.com/en/terms.