General Terms and Conditions: these are the General Terms and Conditions of The Urbandine App.
Urbandine App: a mobile application on browser, iOS or Android that allows Customers to place an Order and pay via a Digital Menu of a Merchant.
Partner Portal: a browser and iOS based platform that allows the Merchant to make changes to the Digital Menu, accept Orders and view relevant analytics.
Order: an order placed by a Customer for one or more of the dishes, drinks or other products or services offered by a Merchant.
Digital Menu: a mobile based menu through the Urbandine App with which Customers can order and pay at a Merchant.
Customer(s): end-user(s) of the Urbandine App, being the Merchant user(s).
Agreement: a specific agreement between Urbandine and the Merchant which details the applicable fee percentage and contract period.
Merchant(s): a company that offers dishes, drinks or other products or services and uses the Digital Menu for orders and payments.
Device(s): a tablet or other mobile device.
Item: an item on the Digital Menu of a Merchant.
Urbandine: Urbandine BV, established in (2595 AN) Den Haag, at Wilhelmina van Pruisenweg 104, registered in the trade register under number 74542834.
- These General Terms and Conditions apply to the use of the Urbandine App by the Customer.
- Any terms and conditions of the Merchant may apply to the Agreement.
- Urbandine BV will supply a Device to the Merchant to use in connection with the availability of Items via the Urbandine App.
- Merchant agrees that: (i) Device may only be used for the purpose of accepting orders via the Urbandine App, and (ii) Device(s) may not be transferred, loaned, sold or otherwise provided in any manner to any third party.
- Devices(s) will at all times remain the property of Urbandine BV.
- Upon expiration or termination of the Agreement, or the extended absence of all of Merchant’s location(s) from the Urbandine App for longer than sixty (60) days, Merchant will return all applicable Device(s) to Urbandine BV within ten (10) days.
3. The Ordering Platform:
- The Urbandine App displays the Merchant's Digital Menu in line with the information provided by the Merchant. Urbandine accepts no liability for the display and / or mentioning of the data relating to the Merchant or its menu in the Digital Menu.
- Urbandine offers the Customer the opportunity to place an Order through the Urbandine App on behalf of the Merchant and only acts as an intermediary. There is no agreement or obligation between Urbandine and the Customer or the Merchant with regard to an Order.
- Every Order is subject to availability, including the actual stock, and occupancy at the Merchant and is the sole responsibility of the Merchant.
- Upon placement of an Order by the Customer through the Urbandine App, it will be sent to the Merchant via the Partner Portal.
- Following the acceptance of the Order by the Merchant via the Partner Portal, Urbandine will electronically confirm the Order to the Customer via the Urbandine App.
- The Merchant is solely responsible for the execution of an Order and the availability and deliverability thereof.
- A general termination period with 30 days notice applies to both Urbandine and the Merchant, unless specified otherwise in the Agreement.
Urbandine may terminate the Agreement at any time and without notice if any of the following events occur:
- a request is made or a petition is filed for Customer's bankruptcy (faillissement) or Customer is granted a suspension of payments (surséance van betaling) or becomes subject to other insolvency proceedings;
- the Merchant is dissolved (ontbonden), liquidates its business or otherwise terminates or suspends its business activities; or
- the Merchant breaches the Agreement, such as misusing the Urbandine App or Partner Portal, and such breach is not cured within twenty (20) business days commencing on the date of a written notice of default.
- Urbandine reserves the right to terminate without prior notice only in relation to exceptional circumstances such as misuse of the Urbandine App or Partner Portal by the Merchant or in cases of breach of public law.
5. Exclusion of the Right of Withdrawal:
- In connection with perishability, the Customer has no right to cancel the Order through Urbandine, once the Order has been confirmed. Only if this is explicitly indicated by the Merchant and communicated to the Customer can the Order be canceled.
- The prices of all drinks, dishes or other products or services by the Merchant via the Digital Menu are displayed in euros (€) and include VAT and are determined solely by the Merchant.
- The prices shown are based on the information provided by the Merchant. If the current prices deviate from the displayed prices, the Merchant will immediately inform Urbandine and update the relevant prices via the Partner Portal. If the prices have changed at the time of placing the Order, the Merchant will immediately communicate to the Customer in connection with this price difference. In that case, the Customer is entitled to cancel the Order free of charge.
7. Delayed, Changed or Canceled Order:
- The Merchant will execute the Order to the best of their ability. In the unlikely event that the Order cannot be prepared or cannot be prepared within a reasonable time and/or can be served to the Customer, the Merchant will immediately inform the Customer of this.
- The Merchant will inform the Customer as soon as possible of any changes to an Order that have taken place after an Order has been accepted by the Merchant via the Partner Portal. In that case, the Customer has the right to cancel the Order in whole or in part. If the Order is canceled in whole or in part, the amount paid (or the part thereof that relates to the canceled part of the Order) will be reimbursed to the Customer as soon as possible and at the latest within fourteen days.
- If it is not possible for the Merchant to fulfill the Order, the Order will be canceled. In that case, the Merchant will inform the Customer of this as soon as possible and the amount paid will be reimbursed to the Customer as soon as possible and at the latest within fourteen days.
- Urbandine is not liable for delayed, changed, incomplete or canceled Orders.
8. Fees and Payment:
- Customers can pay for an Order by saving his/her credit card information on the Urbandine App or via iDeal on completion of an Order.
- For each Item sold by Merchant via the Urbandine App, Merchant will pay Urbandine BV as follows: the Retail Price of all Items that Merchant sells via the Urbandine App (excluding any Sales Tax collected on Merchant’s behalf) multiplied by the applicable fee percentage specified in the Agreement. The Fee does include any applicable taxes or other fees.
- Urbandine processes payments via Stripe Connect which will transfer the funds to the Merchant's given bank account less the applicable fee percentage agreed upon in the Agreement. All Item Revenue that is duly owed to the Merchant will be remitted within one (1) business day of the sale of the Item.
- In the case of non-payment by a customer for a completed Order, Urbandine BV guarantees the applicable funds to the Merchant.
9. Personal Data:
- To use the Digital Menu, a Customer can sign in as a guest user (€15 limit) or register an account by means of a name, email address, telephone number and password.
- Urbandine processes the personal data of the customer in accordance with Urbandine’s privacy statement, which can be viewed here.
- Urbandine is not liable for the processing of personal data of the Customer by the Merchant.
- The Customer provides a suitable mobile device, a working and safe internet connection and secure equipment to be able to use the app and / or the Digital Menu.
- The terms and conditions of third parties may apply to the use of the app and / or the Digital Menu.
- All rights of intellectual and industrial property on the app and the Digital Menu rest with Urbandine and / or its licensors and / or the Merchant. The Customer only obtains the rights of use and powers that are necessary with the Order. The Customer may not make the app and / or the Digital Menu available to third parties or otherwise trade it without the permission of Urbandine.
- Urbandine is not liable for damage to the Customer in connection with the display and / or execution of the Order.
- Urbandine is not liable for the incorrect use or misuse of or malfunctions or errors in the app and / or the Digital Menu. If a malfunction occurs, Urbandine will make the necessary efforts to correct it as soon as possible.
- If and insofar as Urbandine could nevertheless be liable for such damage, it is limited to compensation for the damage up to an amount equal to the highest amount paid by the Customer in respect of an Order or the amount that the insurer of Urbandine in that specific case.
- The above does not apply if and insofar as the damage is the result of intent or willful recklessness on the part of Urbandine.
- If a provision of these General Terms and Conditions is invalid or should be declared void, the remaining provisions of these General Terms and Conditions will remain in full force. The invalid or voided provision will be replaced by Urbandine in consultation with the Customer by a provision that does justice to the best degree to the intention of the invalid or voided provision.
- Dutch law applies to these Terms and Conditions.
- All disputes that may arise as a result of these General Terms and Conditions will be submitted to the competent court in Den Haag, unless Urbandine chooses to submit the dispute to the competent court of the Customer’s place of residence or another court authorized by law.