Quandoo Terms & Conditions for Corporate Partners
Effective: April 2022
1.1. These Terms and Conditions apply to the business relationship between Quandoo Australia Pty Ltd. ("Quandoo" or "we") and restaurant partners (the "Partner" or "you"). Supplementary terms and conditions may apply to individual additional services ("Additional Terms and Conditions").
1.2. Your deviating, supplementary or contradictory terms and conditions will not apply, even if we provide our services with knowledge of these and not having objected to them.
2.1. Only restaurant owners with full legal capacity may enter into these Terms and Conditions. The contractual relationship is limited to you as the Partner and is not transferable.
2.2. Quandoo is one of the leading online platforms for restaurant reservations. We connect restaurants and guests via our reservation system and also provide you with software for reservation management. We allow guests to make reservations at your restaurant at any time and from any device (referred to as a whole as our "Quandoo Services"). To use our Quandoo Services, you need to set up a user account ("User Account") with Quandoo. To register, you need a valid e-mail address and a password of your choice. You undertake to provide true and complete information during the registration and to keep this up to date during the term of your contract. You agree that Quandoo may communicate with you via your User Account and your stored e-mail address.
2.3. You agree to protect your access details at all times and not to allow unauthorised third parties to access your User Account and the Quandoo Services provided to you (apart from your authorised employees).
2.4. These Terms and Conditions for Corporate Partners and the Additional Terms and Conditions may be amended by Quandoo, provided that (i) you expressly or implicitly agree to this, (ii) the amendments are due to mandatory statutory requirements or (iii) your consent is deemed to be provided in accordance with the following provisions. In the aforementioned cases (ii) and (iii), you will be informed of intended amendments in writing at least 30 calendar days before they become valid. In case (iii), the following will also apply: if you do not object in writing, by e-mail to email@example.com, within a period of 14 calendar days from the communication about the planned amendment, your consent will be deemed granted and the amendments will become a valid part of the contract on the communicated date. We reserve the right to terminate your contract within 14 calendar days after receipt of such an objection.
3.1. Quandoo will publish entries with information about local restaurants (You) ("Listings") – both on its own channels (Quandoo domains, Quandoo app) and via cooperation partners (third-party providers who advertise, refer or link to the Quandoo channels or offer the Quandoo Services through their own channels via technical integration. They may also be social media platforms, search engines and other third parties), collectively referred to as the "Quandoo Network". This information may include, for example, address and contact details, images, photos and descriptions, offers and services, opening times and prices. This information may have been supplied by you, or it may have been created editorially by Quandoo or users of the Quandoo Services independently of a contractual relationship.
3.2. At all times during the term of the contract, you will ensure that the information you have provided or posted yourself satisfies all the statutory and contractual requirements, does not infringe any third party rights and is true, accurate and in no way misleading. As soon as such information does not or no longer complies with this, you will immediately correct it or, if you are unable to correct it yourself, immediately inform us thereof in writing.
3.3. At Quandoo's request, you will also check whether your business information that has been published on the website, or that is intended for publication on the website, by either Quandoo itself or by users of the Quandoo Services, satisfies the above mentioned requirements.
3.4. Quandoo reserves the right to remove or correct any information that is inaccurate or that violates any provisions of this contract or the law, but we are under no obligation to do so. Quandoo reserves the right to remove the Listing after the end of the term of the contract. Quandoo will decide where, in what form and in what position (order) a Listing appears (the "Ranking"). The Ranking is determined by taking the particular user's search request into account and determining which results would be most relevant. The relevance depends on the degree to which the search request matches the restaurant name, availability and cuisine offered. Other factors taken into account include the restaurant's distance from the city centre or the place from where the user is based, as well as the number and quality of reviews submitted for your restaurant. The Ranking is generated by automatic algorithms and can change at any time.
4. Quandoo's Services
4.1. You contractually agree to the use of one of Quandoo's booking modules (product), to receive, process and manage reservations. The scope of the services and the methods of payment are laid down in the respective service description or in your Service Agreement.
4.2. All modules will include the provision of (i) a booking calendar for integration on your website ("Partner Integration" or "Widget") and (ii) the use of a database to manage reservations in your User Account via a website. Depending on your selected module, a mobile application ("Partner Application") may also be at your disposal. The scope of services relating to the use of the database to manage reservations will vary depending on the selected module you agreed to.
4.3. When the contract is concluded and the set-up complete, your restaurant can be booked throughout the Quandoo Network.
4.4. During the term of the contract you will receive the non-exclusive and non-transferable contractual right to use the module you subscribed to, in the agreed version and only to the agreed extent, exclusively for the management of your own business processes and in compliance with the provisions of the contract. You will not acquire any proprietary rights of use to the underlying software (computer programs and databases).
4.5. The offer will have a technical availability of at least 97% per year, except for usual and reasonable maintenance work, force majeure or other events or circumstances outside of Quandoo's control.
4.6. Subject to individual agreements, the information in the order process and online dialogues of your User Account will determine the description and scope of the product or services (e.g. with regard to the availability of a module in a specific country, technical conditions and specifications for the Partner Integration or the installation and operation of the Partner Application). Support, installation, maintenance and training will only be given if agreed to between us. If a fixed set-up fee is applicable, we will provide the following services: (1) the set-up of the reservation management system (all modules: User Account/ Premium: with a table plan + tablet, if applicable), (2) the preparation of the Listing, and (3) the once-off induction of staff (remotely or, in exceptional cases, on site, depending on the module booked) or autonomous induction. You may cancel or postpone the induction mentioned in number (3) at least 24 hours before the appointment without incurring any costs. If you cancel or postpone the appointment less than 24 hours before, we reserve the right to charge the resulting costs. The same applies in case of any further cancellation or postponement.
4.7. Quandoo gives end users the option of submitting reviews for restaurants they visit. The end users will submit the reviews exclusively to Quandoo. You will not be entitled to use these reviews independently (e.g. in your own advertising materials).
4.7.1. You may not manipulate the review system by submitting reviews for your own or a competitor's service, nor may you commission third parties to do so. You may not influence the submission of reviews by end users.
4.7.2. Quandoo will check and monitor reviews and other content submitted by end users (i) before publication at our sole discretion and (ii) after publication in case of a complaint by you. If you believe that a review of your restaurant contains unlawful contents, you are obligated to notify Quandoo of this in writing and to give Quandoo the opportunity to examine the review and respond accordingly.
5. Reservation cover fees, cancellations, no shows
5.1. Reservations that are made via the Quandoo Network will be subject to the cover fees specified in the Service Agreement (each a "Quandoo Transaction"). The Quandoo Network also includes third-party providers as defined above. If any one of these third-party providers increases the fees for reservations via their platform, we reserve the right to increase the cover fee for reservations made via that third-party provider's platform accordingly. We will inform you of such an increase at least 30 calendar days before the new price structure comes into effect. If the cost increase is unreasonable, you will have the right to object to the price increase in writing by sending an e-mail to firstname.lastname@example.org within a period of 14 calendar days from the announcement of the price increase. We reserve the right to terminate your contract within 14 calendar days after receipt of such an objection.
5.2. For all reservations made, Quandoo will charge the agreed cover fee for each guest. With group bookings, the cover fee will be limited to the maximum number of people you have set per reservation for the Quandoo Network in your User Account. This will also apply when Quandoo provides other booking options that technically exceed this limit.
5.3. For some products, you will have the option of charging a cancellation fee for cancellations or "no shows". If you decide to charge such a cancellation fee, you must inform us of (i) the specific amount of the relevant cancellation fee (three options are available: 100%, 50%, 20%) and (ii) the minimum term of the declaration of cancellation that you demand from the end user (e.g.no less than 60 minutes before the reservation).
5.4. You will immediately inform Quandoo of cancelled reservations and reservations that are not kept without prior cancellation ("No Shows"), either via your User Account, the Partner Application or by telephone, but no later than 72 hours after the cancellation or the no show (the "Reporting Period"). Always quote the reference number for the reservation. In this communication, you must also inform us whether you would like to avail yourself of the agreed cancellation fee (at your own discretion). Without this additional information, Quandoo will automatically invoice the end user for the agreed cancellation fee 72 hours after the end of the reservation period.
5.6. No cover fees will be charged on cancelled reservations and No Shows reported within the Reporting Period. If they are reported after the end of the Reporting Period, we reserve the right to charge the cover fees in full for the reservation. We also reserve the right to check and charge for cancelled and No Show reservations if your cancellation and No Show rate (cancelled reservations + No Show reservations/reservations made) deviates from the average cancellation and No Show rate of all Quandoo partners by more than 25 % in a calendar month.
5.7. If you select the "SMS" option in your User Account, you instruct us to inform your customers by SMS, in addition to e-mails, about transactions (booking confirmation, booking reminder, etc.). You will carry the costs, which will be displayed in your User Account. Billing will follow our regular invoicing procedures.
6. Obligations of the Partner
6.1. As a general standard precaution, we would recommend you backup your data at regular intervals and create your own backup copies to guarantee its reconstruction in case of loss. In this context, we would like to advise you that you will have no more access to your User Account after the end of the contract, nor to the data and information stored therein.
6.2. It will be your responsibility to ensure that this data and information is accessible from the devices you use and with the internet connection you have in your restaurant. You must also ensure that you have the appropriate software and hardware provisions or configurations, if this is a prerequisite for using the modules you subscribed to.
6.3. You must check the error-free functioning of the modules after they are provided by Quandoo and immediately report any apparent errors. If you fail to report any errors or defects, Quandoo will regard the module as having been accepted error-free.
6.4. You hereby agree to display our information materials in your business premises in a clear and noticeable way.
7. General obligations and guarantees of the Partner, indemnification of Quandoo
7.1. You hereby grant us, free of charge, the non-exclusive, transferrable and sublicensable right, which is unlimited in terms of time and space, to use the information provided by you (e.g. text, images, photographs, images of persons, trademarks) in order to execute the contract and offer the Quandoo Services, without requiring the consent of third parties or payments to third parties, and in particular to reproduce or spread this information or to make it accessible to the public, including in an edited or translated form.
7.2. You guarantee that the information you provide us, as well as our contractual use thereof, will not infringe any third party rights and that it can be used without requiring the consent of any third parties or payments to third parties. In particular, you expressly guarantee that in the case of photographs, you have the necessary consent of any persons depicted and the right to use photographs or other copyrighted works without naming the photographer or author.
7.3. You hereby grant us the right to advertise for you throughout the Quandoo Network by using your business name, word mark or design mark for any form of marketing, including online marketing, e-mail marketing and/or pay-per-click (PPC) advertising. We will initiate all marketing activities at our sole discretion and at our own expense.
7.4. You can transfer personal data relating to you, your employees or your customers to us. You will remain responsible for this data and for the fulfilment of related obligations under relevant statutory provisions, especially data protection regulations and competition law. We will also give you access to end users' personal data when necessary for the execution of the contract. You will immediately inform us if data subjects assert rights against you that will also affect our processing of their data.
7.5. By accepting these terms, you agree that all data processing will be subject to either our Data Processing Agreement. Data transfers to sub-processors will always be done within the framework of our data processing agreement.
7.6. You agree to use appropriate anti-malware on all hardware and to keep all software used to access Quandoo Services up to date.
7.7. You will indemnify us and our employees, representatives, shareholders and vicarious agents against all claims of third parties, as well as provide us with compensation for damages and reimburse us for all necessary expenditures, including reasonable legal defence costs, insofar as these arise due to an infringement on your part of the contractual guarantees or obligations specified in this section.
8. Rights reserved by Quandoo
8.1. Unless otherwise agreed, we will retain all rights that we have not expressly granted to you.
8.2. This will particularly apply to all rights to the "Quandoo" brand, other trademark rights held by us and rights to text, images, web and other designs, software, databases and data (including data, analyses and statistics generated during the execution of the contract), especially rights to use Listings or reviews, e.g. in your advertising.
9. Term of the contract, termination
9.1. Unless otherwise agreed in a separate, individual agreement between us, the subscription term of the contract will start on the date from which you receive access to the Quandoo Services via your User Account and can manage your bookings ("Go Live"). This will generally be the case when we have completed all set-up work for your restaurant profile as well as the software for reservation management. Billing will also start from this date. You will be informed of this by e-mail.
9.2. Notwithstanding the above, this contract is enforceable from the date of both parties' signature. You agree to assist Quandoo to set up the service in order for you to Go Live and for billing to commence.
9.3. The contract term agreed in the individual agreement will apply, whereby the last month will always count as a full month. The contract may only be terminated for the first time at the end of this term, in accordance with the agreed notice period.
9.4. If automatic extension is agreed, the contract will be extended and can only be terminated to the end of the respective extension period with the contractually agreed notice period.
9.5. If no automatic extension is agreed, the contract will end upon the expiry of the term of the contract, without needing to be terminated.
9.6. Our right to extraordinary termination in case of your objection to any amendments to these Terms or any fee increases, as contained elsewhere in these Terms, remain unaffected.
9.7. The right to terminate these Terms with immediate effect in the event of a material breach will remain unaffected, provided that the party in breach fails to remedy such breach within 14 calendar days of receiving written notice requiring the breach to be remedied.
9.8. Termination will always be required to be in writing (e-mail is sufficient - email@example.com/ firstname.lastname@example.org).
10. Prices, terms of payment, default
10.1. All prices will be quoted as net prices plus GST (as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
10.2. The invoices that we issue to you can be transmitted electronically. Invoices relating to our services will usually be issued and sent to you in the first few days of the next calendar month.
10.3. Unless otherwise agreed, payments to us will be due in advance after the conclusion of the contract. Unless an invoice specifies a different payment date, it will be payable immediately.
10.4. The monthly flat-rate usage fee will only be calculated and due from the Go Live date.
10.5. Unless otherwise agreed, you will give Quandoo a direct debit mandate for all payments arising from your contracts with us. You must provide complete and accurate payment information and keep this up to date at all times. You may request reimbursement of the amount debited within eight weeks, starting from the debit date. The terms and conditions agreed with your bank will apply.
10.6. If you select "credit card" as your method of payment in your User Account, (i) you are guaranteeing that you will provide accurate card information and are authorised to use this credit card; and (ii) you are agreeing to switch to credit card payment and authorising us to execute payment orders/collect receivables in connection with the contracts that you have entered into with us. Any processing of cardholder data will be done entirely by a PCI DSS certified payment service provider. We will not store, process or send any cardholder data ourselves. You can revoke your agreement at any time in your User Account. Changes to the method of payment will come into effect on the last day of a month.
10.7. In the event of a default on payment, we will be entitled to suspend the service at your expense for the duration of the default; your payment obligation will remain unaffected by this. If, after we give notice of your default and provide you with an opportunity to remedy such default, you remain in default, we may terminate the contractual relationship without further notice to you. We may also instruct external legal practitioners or debt collection agencies to collect outstanding amounts on our behalf. You may be held liable for any additional costs and fees incurred in this regard.
10.8. In the event of a default on payment, statutory default interest will be charged, without prejudice to further claims for compensation by us. An administrative fee will be charged for each reminder for default. In the event of return debits for which you are responsible, we will charge you for the actual expenses incurred.
11. Quandoo's liability
11.1. If the Partner is a Consumer and Quandoo supplies PDH Goods or Services to the Partner, Quandoo acknowledges that the Partner may have certain rights under the Australian Consumer Law in respect of the Consumer Guarantees as they apply to the PDH Goods or Services supplied by Quandoo, and nothing in these T&C should be interpreted as attempting to exclude, restrict or modify the applicability of those rights.
11.2. If the Partner is a Consumer and any goods or services supplied by Quandoo to the Partner are non PDH Goods or Services, Quandoo's liability to the Partner in connection with any breach of the Consumer Guarantees in respect of those non PDH Goods or Services is limited (at Quandoo's discretion) to:
11.2.1 In the case of goods: the replacement of the goods or the supply of equivalent goods; the repair of the goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; and
11.2.2. In the case of services: the supplying of the services again; or the payment of the cost of having the services supplied again.
11.3. If the partner makes a claim against Quandoo which includes a cause of action other than for a breach of a Consumer Guarantee then, to the extent the claim, or part of the claim, does not relate to a Consumer Guarantee and to the extent permitted by law, Quandoo expressly excludes all liability in respect of the Goods or Services supplied by Quandoo to the Partner.
11.4. The defined terms used in this clause have the following meanings:
11.4.1 "Australian Consumer Law" means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and any equivalent State or Territory legislation.
11.4.2. "Consumer" has the meaning provided to it in section 3 of the Australian Consumer Law.
11.4.3. "Consumer Guarantee" means a guarantee provided under Division 1 of Part 3-2 of the Australian Consumer Law.
11.4.4 "Goods" means the goods to be supplied by Quandoo to you under these T&C.
11.4.5. "PDH goods or Services" means goods or services which, for the purposes of the Australian Consumer Law, are of a kind ordinarily acquired for personal, domestic or household use or consumption.
11.4.6. "Services" means the services to be supplied by Quandoo to you under these T&C.
12. Final provisions
12.1. The laws of New South Wales apply.
12.2. The place of performance of all our contracts will be our registered place of business in Sydney, Australia.
12.3. If individual provisions are or become completely or partly invalid, the rest of the contract remains valid.
12.4. The place of jurisdiction for all disputes arising from our contractual relationship with you will be our registered place of business.