Terms of Service

1 The Services

1.1 Tribe Takeaway is a digital socially sustainable takeaway service that operates on app, web marketplace, restaurant websites and social media platforms. Tribe Takeaway makes The Restaurant and its menu available to its users through the digital platforms, delivers hardware related to order handling, provides orders to the Restaurant via the platforms, brand the restaurant through the platforms as socially sustainable, ensure that meals are shared with children in hunger for every order, and handle optional delivery through third parties (the "Services").

1.2 The Restaurant receives and accepts orders received through the Services, and the Restaurants prepare the meals for customer's pick up or delivery.

2 Delivery

2.1 The Parties agree that delivery of all orders shall occur on the sole responsibility of The Restaurant, unless The Restaurant opts to Tribe delivery services, and The Restaurant hereby warrants that it has the systems, functions, capacity and expertise to deliver all orders in a timely manner to customers' satisfaction.

2.2 The Restaurant may choose to request that the delivery to customers is handled by Tribe Takeaway, which will engage third party delivery subcontractors to execute deliveries. If The Restaurant opts to use the Delivery Service, The Restaurant accepts in the relation with Tribe Takeaway to be bound by same terms and conditions that apply to Tribe Takeaway which will be appended as part of these Terms, and these terms shall apply mutatis mutandis in the relation between Tribe Takeaway and the Restaurant.

3 Fees

3.1 The Parties agree that Tribe Takeaway shall be entitled to the in the Order agreed Commission Fee.

3.2 The Social Mark-up will be added consistently to all restaurants' menu based on an algorithm used by Tribe Takeaway, i.e. Tribe Takeaway will not differentiate the mark-up principles from other restaurant's.

3.3 Tribe Takeaway shall be entitled to update fees and pricing by providing a duly notice hereof, and in case the Restaurant does not agree with such modification to the Terms of Service, you may terminate the Terms by providing one (1) full month written notice of termination to Tribe Takeaway.

3.4 The Restaurant can choose to refund a customer from Tribe POS. In such scenario The Restaurant will not be refunded the "the Social Mark-Up" and commission to Tribe Takeaway.

4 The Restaurant's Turnover

4.1 The Restaurant's turnover (the "Turnover") via Tribe Takeaway in each calendar month is transferred monthly on the last working date of each month, for disposal in the Restaurant's specified bank account. For the avoidance of doubt, Tribe Takeaway shall be entitled to set-off the accrued Commision Fee and/or Start-up Costs (if applicable) in the Restaurant's Turnover.

4.2 The Restaurant is responsible for keeping Tribe Takeaway informed of any changes to account information, IBAN account numbers, and all other necessary payment information details, with reasonable written notice of at least 10 days before the changes take effect.

4.3 The Restaurant shall indemnify Tribe Takeaway for any loss, costs and fees directly or indirectly incurred if due to The Restaurant's failure to provide the correct and up-to-date bank account numbers at any time.

5 Termination

5.1 The Terms are valid and enter into force between the Parties on the (last of the) date(s) where the Order is signed.

5.2 These Terms shall continue until The Restaurant or Tribe Takeaway terminates the relation and the Terms in writing.

5.3 These Terms can be terminated at any time by The Restaurant's signatory, with one (1) full month written notice.

5.4 Tribe Takeaway reserves the right to terminate these Terms and remove The Restaurant's access to the Services at any time and The Restaurant shall not be compensated or reimbursed for any expenses The Restaurant has incurred for the establishment of the Services. Tribe Takeaway is in its full right to terminate the Terms if The Restaurant rejects too many orders and Tribe Takeaway may remove the Restaurant's access to The Services with immediate effect.

6 Changes to the Terms of Service

6.1 Tribe Takeaway may, from time to time, change, remove, add to (including without limitation by way of supplementary terms) or otherwise modify the Terms, and Tribe Takeaway reserves the right to do so in its sole discretion. In that case, we will post the updated Terms of Service and/or supplementary terms, as relevant, to the applicable of Tribe Takeaway's Services and indicate the date of revision.

6.2 We encourage you to periodically review the Terms. In addition, if our modifications are material, we will make commercially reasonable efforts to notify you electronically, e.g. by way of email address, if we have an email address on file, or by displaying a notice on the Services indicating that the Terms of Service have changed. All new and/or amended Terms take effect immediately, unless explicitly stated otherwise.

6.3 Notwithstanding the foregoing, (i) no modification to the Terms of Service will apply to any dispute between you and Tribe Takeaway that arose prior to the effective date of any modification; and (ii) if you do not agree with any modification to the Terms of Service, you may terminate the Terms by providing one (1) full month written notice of termination to Tribe Takeaway. Your continued use of any Tribe Takeaway Service after new and/or revised Terms of Service are effective shall indicate that you have read, understood and agreed to those Terms of Service.

7 Rights

7.1 These Terms give The Restaurant a personal, limited, non-exclusive, time-limited, and non-transferable right to use the Company's software, hardware and online ordering system. Tribe Takeaway retains full ownership and full control of The Services, without any kind of restriction.

7.2 The Services are self-developed by Tribe Takeaway and proprietary, and The Restaurant does not acquire any ownership when using the Services, and nothing in these Terms shall be deemed a transfer of any rights related to the Services.

7.3 All Hardware and Equipment, including, but not limited to, tablets, thermal printers and digital counter for use with the Services are owned by Tribe Takeaway and must be returned by The Restaurant upon termination of the Contract.

7.4 The Restaurant's access to the Company's platform, partner site, hardware, including related data, reports, material, statistics, etc., may only be used by the Restaurant for internal business purposes. The Restaurant is thus not entitled to fully or partially charge access to third parties and / or to gain insight into or use The Restaurant's access and material from Tribe Takeaway to redistribute, sell, transfer data, reports, material to third parties, and / or exploit data, reports, material, etc. from Tribe Takeaway commercially to third parties. Violation of this is considered a material breach.

8 Copyright & Intellectual Property Rights

8.1 All content available on Tribe Takeaway's website, platforms and software belongs to Tribe Takeaway, as well as the photos taken through the Photo Shoot. This applies to design, texts, images, pictures of the restaurant's menu, functionality, and overall impression.

8.2 The Restaurant confirms that it has either the full ownership or the necessary license to all intellectual property rights used by The Restaurant, including The Restaurant name, images, logo, and menu (hereinafter referred to as "IPR"). The Restaurant hereby provides Tribe Takeaway a license to use the IPR for the purpose of performing the Services for the entire duration of these Terms.

8.3 The Restaurant will indemnify the Company in full for any claim from third parties concerning possible infringement of the intellectual property rights arising out of The Company's use of the above IPR for the purpose of performing the Services as described in the Terms.

8.4 Manuals, instructions, photos taken of The Restaurant's menu by Tribe Takeaway, technical information, know-how, methods, and related information about Tribe Takeaway, as well as other confidential information including but not limited to the Terms and all other materials which The Restaurant may receive during the collaboration may not be passed on or used by anyone other than the Restaurant or its employees. This contractual obligation will remain valid for a period of two years after the termination of the Terms.

8.5 The Restaurant agrees that Tribe Takeaway may at reasonably use the intellectual property related to The Restaurant's brand, including but not limited to the logo and other identity marks of The Restaurant, for marketing purposes, including through Tribe Takeaway's website, app, and social media.

8.6 The Restaurant shall be entitled to request access to the portrait photo with face paint and an influencer shot that are a result of the Photo Shoot, only to be used, only to be used by The Restaurant or it's employees solemnly for marketing purposes including social media pursuant to duly crediting/mentioning Tribe Takeaway or referring to The Restaurant's menu contained in the Services. For the avoidance of doubt, the Restaurant shall not be entitled to use the photos in any other menu, internally or externally, and the photos shall never be shared with any third party. The Restaurant will not get access to the Item photos that are a result of the Photo Shoot, as the item pictures are only to be used in the software. The Restaurant gives consent for Tribe Takeaway to use all pictures from the Photo Shoot, including but not limited to, on Tribe Takeaway's website, social media, and marketing purpose.

9 Limitation of Liability and Force Majeure

9.1 Except to the extent required by applicable law and then only to that extent, in no event will Tribe Takeaway, its employees, officers, directors, affiliates or agents ("Tribe Takeaway Parties") under no circumstances be liable to the Restaurant for any indirect or incidental damages, including lost profits or revenue, lost sales or business, lost data, business interruption, emotional distress or similar.

9.2 Tribe Takeaway shall not be responsible or liable whatsoever in any manner for any content posted on the Tribe Takeaway Services (including claims of infringement relating to content posted on the Tribe Takeaway Services, for your use of the Tribe Takeaway Services, or for the conduct of third parties whether on the Services, in connection with the Services or otherwise relating to Tribe Takeaway's Services.

9.3 In case of force majeure, Tribe Takeaway shall have the right to suspend delivery and/or cancel or reduce the content and compilation of the Services to be provided and shall not be liable in any way for loss, damage or expense arising directly or indirectly from this, or any other failure or delay in Tribe Takeaway's performance of the Service, to the extent that this has been caused by any circumstance beyond Tribe Takeaway's reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; acts of terrorism; sabotage; strikes; epidemics/pandemics; riots; power failures; computer failure and any such circumstances beyond its reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labour disputes; acts of civil or military authority; governmental actions; or inability to obtain labour, material, equipment or transportation; industrial disputes (whether or not involving employees of Tribe Takeaway); or failure or delays by Tribe Takeaway's material subcontractors, suppliers or partners.

10 Disclaimer of Warranties

10.1 To the fullest extent permitted by the applicable law, Tribe Takeaway offers the Services "as-is" and makes no representations or warranties of any kind concerning the Services, express, implied, statutory or otherwise, including, without limitation, warranties of title, merchantability, fitness for a particular purpose, or non-infringement.

10.2 Tribe Takeaway does not warrant that the functions or content contained in or on the Services will be uninterrupted or error-free, that defects will be corrected, or that Tribe Takeaway's servers are free of viruses or other harmful components. Tribe Takeaway does not warrant or make any representation regarding use or the result of use of the content in terms of accuracy, reliability, or otherwise.

11 Indemnification

11.1 The Restaurant agrees to indemnify and hold harmless Tribe Takeaway from and against any and all loss, expenses, damages, and costs, including without limitation reasonable attorneys fees, resulting, whether directly or indirectly, arising out of your use of the Tribe Takeaway Services, including but not limited to your violation of the Terms. You also agree to indemnify and hold harmless the Tribe Takeaway Parties from and against any and all claims brought by third parties arising out of your use of any of the Tribe Takeaway Services and the content you make available via any of the Tribe Takeaway Services by any means, including without limitation through a posting, a link, reference to content, or otherwise.

12 Data Protection

12.1 By signing the Terms, the Parties also hereby accept the Data Processing Agreement appended to these terms as Appendix 2 and are obliged to carry out all company functions and actions in compliance to GDPR laws.

13 Miscellaneous

13.1 These Terms and the individual subscription Order contains the entire understanding between the parties and supersedes and replaces all such prior agreements with respect to matters expressly set forth herein. However, Tribe Takeaway reserves the right to update its terms of service from time to time. The Restaurant will be informed in a timely manner, with reasonable written notice of at least 10 days before any changes take effect.

13.2 This is a voluntary collaboration between the Parties as individual companies and not a joint company, joint venture or other legal entity and each Party shall continue to bear responsibility for each Party's own business and may not legally commit or bind the other Party without further agreement.

14 Choice of law and venue

14.1 The delivery of the Services pursuant to the Order and these Terms shall be governed by Danish law, except its provisions on choice of law.

14.2 Any dispute arising out of or in relation to the Terms and the Order shall be settled by Danish courts at the venue of the Company.