Terms & Conditions
1. Basis and Purpose of these Terms and Conditions
(a) On its Website www.foodnate.chand Through its application (App), Zabbon GmbH, Seestrasse 104, 8002 Zürich operates a platform that allows its users to give away, respectively receive, surplus and left-over food for personal consumption (Platform). The aim of the Platform is therefore to create food-sharing possibilities and reduce waste.
(a) These Terms and Conditions (Terms) are general terms and conditions between you (youor User) and Zaboon GmbHgoverning the use of the Platform and the App. By accessing and/or using the App, you declare towards Zaboon GmbH that you understand and accept these Terms in the valid version at the moment of access to and/or use of the App. These Terms exclusively govern the relationship between you and Zaboon GmbH.
2. Registration and Membership Fee
(a) You must register in order to access and use the various functionalities of the Platform and/or the App, such as offering or collecting surplus food. You are responsible for providing complete and truthful information throughout the registration process.
(b) By registering you agree that a membership fee will be due, the annual amount of which will be displayed prior to the completion of your registration (User Membership Fee). The User Membership Fee is due upon 3 completed orders with App or Website and must be paid in full for you to be able to pursue using the App and/or accessing the Platform. It will then be due automatically on a yearly or periodical basis. Because the User Membership Fee allows access to the Platform for twelve months, or any other limited time period as the case may be, you must pay the fee again upon expiration of the relevant time period in order to maintain your (active) membership. You hereby agree to such payment being performed automatically at the time of renewal of the User Membership Fee, unless you terminate your Membership at least one week before the end of the period already covered by the User Membership Fee that has already been paid.
(c) You can terminate your membership at any time. Any User Membership Fee already paid shall not be reimbursed, neither in full nor in part.
(d) Membership is personal and non-transferable. You are obliged to treat your login information, such as username and password, (Credentials) as strictly confidential and prevent access to the Credentials by any third parties. You shall be obliged to notify Zaboon GmbH forthwith at firstname.lastname@example.org you become aware that the Credentials have been disclosed to a third party, if the Credentials are in any way compromised or if it appears that your user account is being or has been misappropriated. You hereby note that you engage your personal liability for any breach of this provision.
(e) Zaboon GmbH reserves the right to terminate your membership immediately at its sole discretion.
3. User Access to the Platform and the App - License
(a) The contents and functionality provided by the Platform and/or the App, including but not limited to the source code, layout and structure, are the intellectual property of Zaboon GmbH or its licensors. All trademarks, copyrights, patents, and other intellectual property rights are proprietary to Zaboon GmbH or its licensors.
(b) Zaboon GmbH grants to you a limited, non-exclusive and non-transferable right to access the Websiteand the App and to use the functionalities provided by both in accordance with these Terms. You may therefore download and install one (1) copy of the App and use it and the Platform for your personal, non-commercial use. Subject to any statutory usage permissions to the contrary, this license does not give you any rights not explicitly stated above. In particular, this license does not grant you the right to copy, sell, send, transmit, distribute, adapt, publish, display, perform publicly, rent, lease, loan, sub-license, decompile, reverse-engineer or in any way alter or modify, in whole or in part the App, its source or object code, Platform functionalities, layout, structure and/or any other intellectual property which belongs to Zaboon GmbH or its licensors.
(c) This license shall automatically expire when the membership ends, for whatever reason unless terminated earlier for whatever reason by Zaboon GmbH.
(d) By uploading contents onto the Platform, you hereby grant Zaboon GmbH an irrevocable, non-exclusive, perpetual, royalty-free, sub-licensable and transferable right to save, process, translate, publish, display publicly and delete such content. In particular, you agree to the reproduction of such content on the Platform by Zaboon GmbH within the functionality and design of the Platform. You acknowledge that the content you upload to the Platform may not remain available to you for instance should these Terms be terminated.
4. Use of the Platform
(a) Zaboon GmbH provides an App and a Website for the Users’ convenience. The present Terms shall only apply with respect to the scope of services provided by Zaboon GmbH.
(b) You, as a User, will enter into a contractual relationship, understood as being a donation or as the case may be a sale, directly with other users. Zaboon GmbH shall not be a party to this relationship that you may have with other users.
(c) The content and the execution of the relationship between you and the other users shall exclusively be based on the contract concluded between you and said other users.
(d) Zaboon GmbH may at its sole discretion modify, add or remove functionalities of the App or the Platform, suspend the services, perform any repairs, maintenance and upgrades and expressly disclaims any liability caused to you for any loss or damage in this respect.
(e) The Platform may allow you to offer your goods for sale against a purchase price. Zaboon GmbH will not be a party to this purchase relationship between you and the other user(s); however Zaboon GmbH will receive a fixed commission of 7.5% of the gross purchase price and you hereby agree to pay such commission to Zaboon GmbH.
5. User Representation and Warranties
(a) By agreeing to these Terms, you hereby consent to, represent and warrant in particular the following:
(i) only offer surplus and left-over foodstuffs, including liquids such as soft drinks and juices, but to the exclusion of alcoholic beverages;
(ii) only offer surplus and left-over foodstuffs which have not yet reached the expiration date and are still good for consumption;
(iii) ensure that any postings for foodstuffs you offer are not misleading and reflect to the greatest extent possible the actual product;
(iv) take and have at all times taken all necessary measures to ensure the offered goods remain fresh and fit for consumption by the other Users and do not present a risk to health when used as normally intended. This includes proper storage and hygienic handling of the foodstuffs. For instance, the foodstuffs you offer must have always been stored in clean, tidy conditions and refrigerated or frozen when necessary, transported in such a way that they cannot be affected by substances that present a risk to health, or be adversely affected in any other way, only come into direct or indirect contact with containers, packaging materials, facilities, tools and other similar products that are clean and in good condition, are stored only on premises and transported only in vehicles that are clean, sufficiently large and equipped for organised storage, and are, as far as possible, not affected by pests and parasites;
(v) not use the Platform for the sharing or provision in any way of alcoholic beverages such as but not limited to beer, wine or spirits, whatever the content in alcohol may be;
(vi) not use the Platform for the sharing or provision in any way of tobacco and other smoking products;
(vii) not use the Platform for the sharing or provision in any way of narcotics and psychotropic substances, whether legal or prohibited, or medicinal or therapeutic products including but not limited to medicine, homeopathic products and products pertaining to so-called alternative medicines;
(viii) not use the Platform to upload contents which may be illegal, obscene, libellous, menacing, defamatory, personally injurious, violating principles of fair competition, nor infringing upon the rights of third parties. Zaboon GmbH has the right, but not the obligation, to delete or process illegal or infringing content;
(ix) treat as confidential any information received through the use of the Platform and especially from fellow users. You will not disclose this information to anyone without obtaining the prior consent from the concerned person.
(b) Further, you understand that the Swiss Federal Act on Foodstuffs and Utility Articles (FSA) of 20 June 2014, Regulation EC No 178/2002 of the European Parliament and of the council of 28 January 2002 or any other relevant foodstuff legislation may apply to your offering of foodstuffs over the Platform. This legislation aims inter alia at ensuring consumer safety. In particular, articles 63 and 64 FSA give rise to criminal liability in cases inter alia of circulation of foodstuffs which may present a risk to health, lack of proper hygiene standards, unlawful offering of alcoholic beverages, and so forth. Should you infringe this legislation you may be exposed to administrative or criminal sanctions for which you will be held personally liable. Zaboon GmbH expressly declines all liability in this respect.
6. Limitation of Liability and Indemnification
(a) Except in cases of gross negligence or wilful misconduct, Zaboon GmbH´s liability is disclaimed to the fullest extent permitted by law, unless expressly provided otherwise in these Terms. In particular, Zaboon GmbH shall not be held liable for any damages occurring through the relationship between users of the Platform.
(b) In any event and except in cases of gross negligence and wilful misconduct, Zaboon GmbH´s liability shall be limited the amount of the User Membership Fee paid by you for the current billing period.
(c) You shall indemnify and hold harmless Zaboon GmbH for:
(ii) claims by third parties for damages caused by you through your use of the Platform and/or the App;
(iii) claims by third parties for infringement of intellectual property rights caused by you through your use of the Platform and/or the App.
7. Data Protection
8. Applicable Law and Jurisdiction
(a) These Terms and all related documents are governed by, and construed in accordance with, the laws of Switzerland, without regard to the conflict of laws provisions thereof.
(b) Any dispute arising out of or in relation to these Terms shall be submitted to the exclusive jurisdiction of the courts of the canton of Zurich. However, Zaboon GmbH reserves the right to institute proceedings against you at your place of habitual residence or domicile.
(c) The preceding choice of law and venue shall not apply if and to the extent that under the applicable laws you (i) are a consumer within the meaning of Swiss law or any other applicable legislation and (ii) are entitled to mandatorily invoke the application of another law and/or the jurisdiction of another court.
9. Modification of the Terms
Zaboon GmbH reserves the right to modify these Terms without prior notice. Notification of modifications shall be provided via the internet, by mail or any other appropriate means. The modified terms shall be deemed to have been accepted as soon as you access the App or Website or use any other Platform-related service after they have been published.
10. Contact information
Zaboon GmbH is a limited liability company, incorporated under the laws of Switzerland, with its seat at Zürich and may be contacted by post at Seestrasse 104, 8002 Zürich or e-mail at email@example.com.
Version: August 2018