Terms and Conditions

 

These General Terms and Conditions (the "GTC"), together with the agency agreement and the website GTC, replace all existing agreements (if any) between EAT.ch and the restaurant. These three documents constitute the terms and conditions governing the use of the Just-Connect technology owned by EAT.ch and the EAT.ch website by the Restaurant for the receipt, processing and delivery of orders made by customers at the Restaurant.

1. Purpose

1.1. EAT.ch is committed to providing customers - primarily through its website www.eat.ch, or its affiliated websites, applications and platforms (collectively, the "Website") and its proprietary Just-Connect technology ("JCT"), its Order Pads, the Partner Center and other related equipment and software (collectively, the "Product") - the delivery of food and beverage orders (see definition in clause 3.1) for delivery by or collection from the Restaurant (the "Service") to the conditions listed in the agency contract, these GTC and the website GTC.

1.2. In view of the mutual obligations contained in the agency contract, these GTC and the website GTC, the parties undertake to comply with their obligations under these documents.

 

2. The product

2.1.  Product: maintenanceThe restaurant undertakes to use, store and care for the product with due care and in particular to set up and maintain the product in such a way that: the reception of an internet signal (WiFi or leased line) is possible and that received orders are processed without delay. The built-in GPRSsolution is considered a fallback solution in the event of a temporary failure of the Internet connection. EAT.ch reserves the right to charge additional costs to the restaurant by over-subscription of mobile data via the built-in SIM card.

2.2.  Product: DisruptionsThe restaurant must immediately notify EAT.ch of any malfunction of the product.

2.3.  Product Repair - General: ((In the first three (3) years after the initial conclusion of a contract between EAT.ch and the original owner of the restaurant (the «original contract») undertakes) EAT.ch commits itself to the product in the event of To repair or replace faults as soon as possible, unless the fault is, in EAT.ch's sole judgment, the result of improper use, unauthorized modification or accidental damage by the restaurant, or third party repairs (ie not by EAT .ch or its authorized representatives) («damage to the restaurant side»).

2.4.  Product Repair - Costs: ((After the expiration of three (3) years from the conclusion of the original contract or) in all cases in which EAT.ch is solely responsible for a disturbance EAT.ch reserves the right to damage the product the right to charge the restaurant a reasonable fee for the repair of the malfunctioning product or the cost of a replacement product at the price applicable to EAT.ch.

2.5.  Product Upgrades: EAT.ch may update or change the product at any time by notifying the restaurant. EAT.ch reserves the right to charge the restaurant for updated or exchanged products at the EAT. to charge the applicable price. EAT.ch will inform the restaurant about such upgrades or changes regarding the amount of the respective costs.

2.6.  Product: ownershipThe product is always the property of EAT.ch. After conclusion of the agency contract, the restaurant EAT.ch must return the product in functional condition.

 

3. Orders

3.1. Execution of orders:orders placed The restaurant commits to theby customers through the website and received by EAT.ch using the product, by fax, by telephone or by e-mail ("orders") with the utmost care and according to the in to accept, process, prepare and deliver the standards of the restaurant industry. Prepared, processed and delivered food must comply with the information in the menu and in the order and take into account the comments made by the customer when placing the order (in particular with regard to possible allergies).

3.2. Rejecting orders: The restaurant has made every effort to accept all orders.

3.3. Payment of orders - Acceptance of ticket orders: The restaurant undertakes to give the customer the possibility to pay for orders viaorders credit or debit cards ("card") or, subject to clause 3.4, cash(payments"cash orders"). EAT.ch reserves the right to switch on new payment methods or switch off existing ones at any time.

3.4. Payment of orders - Card orders only:card orders Is the total gross value of theduring the first 120 days of the agency contract not exceeding the total value of the EAT.ch liabilities owed by the restaurant (including the restaurant costs for cash orders ), the restaurant agrees that EAT.ch is entitled, in its sole discretion, to accept only card orders in the name of the restaurant until such time as these liabilities have been settled.

3.5. Delivery of orders - alcohol, etc.: If an order contains alcohol or other goods that are subject to statutory age restrictions, the restaurant must demand proof of age from the customer upon delivery (in accordance with the relevant laws). The restaurant undertakes to take all other precautions necessary to ensure that the customer has reached the legal minimum age for the purchase of alcohol and that delivery is made within the time allowed for the sale of alcohol. Should EAT.ch be responsible for the delivery, EAT.ch is obliged to make these clarifications to the customer.

3.6. Receipts: The restaurant undertakes to issue to the customer on request a formal receipt (and, if applicable, a statement of value added tax) for the order placed by him.

3.7. Redelivery and reimbursement: The restaurant undertakes to fulfill requests for a new delivery or for a reimbursement or a reasonable price reduction to the best of its ability in the case of orders placed by a customer or EAT.ch on behalf of the customer. If the restaurant or EAT.ch grant such a new delivery, refund or reasonable price reduction, this will not affect the restaurant costs owed by the restaurant EAT.ch for the original order. The calculation of the restaurant costs must therefore be based on the gross order value of the order without errors.

 

4. Information about restaurant or menu

4.1. The information provided to EAT.ch:verifyinformation contained The Restaurant undertakes tothat thein its menu (the ""Menu) or otherwise provided by EAT.ch for inclusion on the Website is always accurate and consistent with all applicable rules and regulations This applies in particular to consumer information on ingredients that may cause allergic reactions ("allergen warnings") such as nuts, the origin of theon the menu meat offered or fish) and keep them up to date.

4.2. Allergen: informationThe restaurant must provide EAT.ch with information on allergens for the food prepared by the restaurant. It is the restaurant's sole responsibility to provide EAT.ch with this information without delay and to verify that the website contains correct allergen information. The safety of the customer comes first. If EAT.ch is dissatisfied with the commitment of the restaurant in providing accurate and timely information on ingredients (and in particular allergen information) and product origin, EAT.ch reserves the right to refuse the restaurant Website and / or terminate the agency agreement with immediate effect.

4.3. Price information on the menu:prices The restaurant undertakes to ensure that the menu(including the delivery costs) that it makes available for publication on the website are identical to the prices that it offers in its restaurant (regardless of whether these prices on menus that are used in the bar or otherwise) and it also undertakes not to offer discounts to customers or redeem coupons that are not also offered through the website.

4.4. Updates and Errors: It is the sole responsibility of the restaurant to ensure that the information published on the website is accurate, up-to-date and fully consistent with the information contained on the menu. The restaurant must immediately notify EAT.ch of any errors in the menu information or other information about the restaurant ("Website Profile") and any changes to the menu or website profile. The restaurant agrees that in the event of any inconsistency between the information provided on the website and the information provided by the EAT.ch restaurant, the information provided on the website will be used.

4.5. Changes and costs: EAT.ch undertakes to update or modify the contents of the restaurant information published on the website as soon as possible after receipt of a written request in which the restaurant requests the correction of errors or the making of minor changes. EAT.ch reserves the right to charge the restaurant an administration fee for changes.

4.6. Opening hours: The restaurant must inform EAT.ch about its operating hours (the "opening hours") as well as about their changes. If the operating times are indicated on the menu, EAT.ch can treat these as opening times, insofar as the restaurant EAT.ch does not communicate anything else.

4.7. Offline during opening hourstimes: With the exception of emergencies or notified closing, the duration of which the EAT.ch restaurant must announce in writing, the restaurant must be online during opening hours and able to accept orders at any time using the product. In case of announced closing times the restaurant EAT.ch has to give an appointment, from which normal opening times prevail. EAT.ch reserves the right to charge the restaurant CHF 50 for each case of non-registration of extraordinary closures of the restaurant and orders placed by customers.

 

5. Costs

5.1.  Restaurant:restaurant costsEAT.ch can charge the restaurant thecosts listed in the agency contract. These include:

5.1.1. a commission in the amount specified in the agency contract on the total gross value of the order made by a customer using the service calculated in accordance with clause 5.2 of these GTC (plus applicable tax); and

5.1.2. an administrationequal to the amountin the agency contract for online feespecifiedpaid orders (plus applicable taxes).

5.1.3. the monthly fee for Order Pad

5.1.4. various deductions from articles 2.4, 4.7, claim of physical bills or top placement

5.2.  Gross: order valueThe gross order value is the total amount that the restaurant charges to the customer for an order, including the value of the goods plus the delivery cost restaurant's(if applicable) plus applicable taxes.

 

6. Invoicing and Payment

6.1. : Once a month Listings, EAT.ch provides a list of the invoiced amounts open in the relationship between the restaurant and EAT.ch for the previous month (a "statement"). The list includes:

6.1.1. the total gross order value of all orders of the respective period, broken down into cash orders and ticket orders; and

6.1.2. all sums owed by restaurant EAT.ch in connection with the costs of the restaurant, the product as well as all other services that EAT.ch provides to the restaurant for the respective period.

6.2. Invoicing: If EAT.ch pays the restaurant money according to the instructions, EAT.ch will transfer the money to the restaurant as soon as possible. If the table shows that EAT.ch owes money, EAT.ch can invoice the restaurant. Liabilities are due on the date of invoicing and must be paid by the restaurant within 14 days. After expiry of this period, EAT.ch may charge default interest and charge unpaid amounts in accordance with clause 7.1.

6.3. Ticket: OrdersIf a customer pays an order through a credit or debit card and payment is denied due to restaurant errors in preparation or delivery of the order or card misuse, the EAT.ch restaurant can not charge for such orders.

6.4. : Disputed listingsIf the restaurant does not agree with the line-up, it must notify EAT.ch within 14 days of receipt of the line-up at the restaurant and specify the reasons for its disapproval in detail. If EAT.ch does not disclose its disapproval within 14 days from the receipt of the booking, this is deemed to have been accepted by the restaurant owner.

6.5. Refunds: Except for the Order Pad Depot (see Part 1), which is reimbursable under Part 1, payments made by the Restaurant for the Product (including connection charges) are non-refundable.

 

7. Residues

7.1. Billing by EAT.ch: If payments owed by the restaurant EAT.ch are overdue, EAT.ch can offset these arrears with:

7.1.1. any sums otherwise payable to the restaurant at the next establishment; and / or

7.1.2. the amounts received from card orders for the restaurant,

and EAT.ch may, from the respective payment date until the clearing date or until the amount has been credited, be transferred to the bank account of EAT.ch (whereby the earlier of the two last mentioned dates is authoritative ) Levy interest of 1.5% per month on these arrears. The restaurant shall be liable to EAT.ch for all costs reasonably incurred in settling or collecting any arrears and maythese costs in accordance with this clause charge.

7.2. Offsetting by restaurant: The restaurant is not entitled, without the prior written consent of EAT.ch, to offset payments with alleged claims or claims for deficiencies in the service.

 

8. Changes in ownership or bank account

8.1. The restaurant must notify EAT.ch in writing before - or at least as soon as possible after changes in ownership of the restaurant or changes to its bank details. Failure to notify EAT.ch may result in EAT.ch depositing money into a bank account controlled by the withdrawing owner or in a wrong bank account. The restaurant undertakes to indemnify EAT.ch against all damages, losses or claims that the new owner has against EAT. claim or otherwise indemnify EAT.ch in whole or in part by the timely notice of changes made by the restaurant in accordance with this clause.

 

9. Restaurant

Reviews 9.1.  General: The Restaurant acknowledges that EAT.ch has the rightreviews and ratings (related to the restaurant or order"ratings"to publish customer).

9.2.  Deletion: EAT.ch removes ratings only if, at its sole discretion, they contain explicit, offensive or defamatory content or otherwise violate EAT's applicable rating guidelines. ch rejected. The Restaurant acknowledges that EAT.ch is not obligated to delete other ratings (although EAT.ch reserves the right to make such deletion at its sole discretion and at any time).

9.3.  Restaurant Reviews: The Restaurant agrees not to post reviews, whether by itself or through third parties, that are fraudulent or otherwise in violation of the EAT.ch review guidelines. EAT.ch reserves the right to close the restaurant in case of violations at its own discretion.

9.4.  Liability: To the extent permitted by law, EAT.ch disclaims any liability towards the restaurant for evaluations.

 

10. Consent and compliance with laws

10.1. General: The Restaurant confirms and warrants that itall necessary consents, licenses, approvals, consents or authorizations ("Consents"has obtained, obtains and maintains) to any person connected with the signing of the Brokerage Agreement, these Terms and Conditions or the Site Terms and Conditions or the fulfillment of the terms contained herein or generally required for the operation of its business, and that it is not or will be party to any contract by the signing of the agency contract, these terms and conditions or the website terms and conditions or breaches of the terms contained therein or the general operation of its business, or would cause disruption to performance.

10.2. Franchise Agreements: If the business, name, brand or logo of the restaurant is or will be subject to licensing or franchise agreements, the restaurant will confirm that it has obtained from its licensors or franchisors all the necessary consents to this business to use and publish this name, trademark or logo on the Site and agrees to EAT.ch for any damages, losses or claims made against EAT.ch for failing to obtain such consent or the EAT. ch due to which arise in full compensation.

10.3. Loss of Consent: The Restaurant undertakes to notify EAT.ch in writing and without delay if any of the consents listed in clauses 10.1 or 10.2 are revoked or suspended or if the Restaurant no longer benefits from such consent for other reasons or not can rely more on these consents.

10.4. Compliance with Laws:complying with The Restaurant is committed toall applicable laws and regulations, particularly in the areas of health, safety, consumer information and consumer protection, VAT, data protection and food standards, hygiene and information, and EAT.ch at its request to provide adequate evidence of compliance with these rules.

10.5. Website GTC: The Restaurant undertakes, when dealing with customer information or when receiving, processing or delivering orders, the Website Terms and Conditions (available on the Website in its current form) and in particular the applicable security and data protection regulations always comply. The Website Terms and Conditions are part of the agency contract and the terms and conditions governing the relationship between EAT.ch and the restaurant. In case of contradictions between these terms and conditions and the website GTC, these terms and conditions prevail.

10.6. Taxes: The restaurant is solely responsible for providing, claiming and paying all taxes applicable to the restaurant.

10.7. On-site inspections: The restaurant agrees that EAT.ch is entitled to check the restaurant premises with a notice period of at least 24 hours in order to satisfy itself that the restaurant complies with this clause 10 to collect the product in accordance with any of the proprietary rights referred to in clause 2.6 or otherwise.

 

11. Marketing and exclusivity

11.1. Attachment of the EAT.ch branding: The restaurant undertakes to market EAT.ch and / or the website by affixing a plaque on its premises and, insofar as the restaurant is responsible for affixing such a sticker or for laying out other EAT.ch advertising materials it will do so in accordance with the guidelines and instructions of EAT.ch.

11.2. EAT.ch Marketing: The Restaurant agrees, from time to time, to receive direct marketing messages relating to the products or services of EAT.ch or its selected partners, by e-mail, post, fax or other means of communication to obtain.

11.3. No disparagement: The restaurant undertakes to mention EAT.ch positively in all advertising measures concerning the orders and the service, in accordance with the guidelines provided by EAT.ch. The restaurant is not permitted to encourage customers who have placed orders to place future orders directly with the restaurant or to try to redirect orders placed with the restaurant to sites other than the EAT.ch website.

11.4. Exclusivity: The restaurant undertakes, during the term of the agency contract and for a period of 12 months after its expiration or termination (the "period"), neither cooperation nor direct or indirect financial participation in companies competing in Switzerland with EAT. engage in active activities (competing activities). Under "Competing activities" refers to the same or similar services as those yielded by EAT.ch the restaurant as part of the agency contract or other activities similar purpose.

Exclusivity: during its entire duration and for a period of 12 months after termination (the "period"), the restaurant undertakes to reserve its products exclusively for the purposes of EAT.ch brokerage and no other directly or indirectly competing activities in Switzerland to have. "Competing Activities" means all identical or comparable services that EAT.ch offers to end customers.

 

12. Intellectual Property Rights

12.1. Intellectual Property Rights: All intellectual property rights (as defined below) arising out of or relating to the Service, the Product or the Website are owned by EAT.ch and the contents of the Brokerage Agreement do not transfer these Intellectual Property Rights to the Restaurant.

12.2.Licensing of the Intellectual Property Rights of the Restaurant: The Restaurant grants EAT.ch a license to use the name, menu, logo and other intangible property rights of the Restaurant for the provision of the Service during the term of the Agency Agreement.

12.3. Intellectual property rights of third parties: The restaurant confirms EAT. irrevocable that the name, menu, logo and other intellectual property rights of the restaurant, which the latter EAT.ch may provide for publication on the website, do not infringe or conflict with the intellectual property rights of third parties (in particular its licensor or franchisor).

12.4. Intellectual property claims of third parties:third party If aasserts against EAT.ch infringement of intellectual property rights of third parties with respect to name, menu, logo and other materials provided by the restaurant, the restaurant EAT.ch has against all losses, damages or claims of whatever nature and against all resulting costs to indemnify.

12.5. "Intellectual property rights" means patents, invention rights, utility models, copyrights and related rights, trademarks, service marks, trade, business and domain names, presentation rights, goodwill rights or the right to seek legal action for trademark abuse, rights unfair competition, design rights, rights to computer software, database rights, topographical rights, moral rights, confidential information rights (including know-how and trade secrets) and all other intellectual property rights, whether or not they have been registered, including all applications, renewals and Extensions of these rights, as well as all comparable or equivalent rights or forms of protection in all parts of the world.

 

13. The EAT.ch website

13.1. EAT.ch intends to make the website available and operational 24 hours a day, but is under no obligation to do so.

13.2. EAT.ch may suspend access to the Website at any time without notice in order to maintain and update the Website. In this context, EAT.ch will take reasonable steps to ensure that such interruptions are as short as possible and, as far as possible, at a time when the number of orders is as low as possible.

13.3. EAT.ch wishes the Website to comply with relevant and relevant laws and regulations, including laws regulating the processing of personal data. Should EAT.ch provide the restaurant with direct access to make changes, the restaurant is solely responsible for these changes and must indemnify EAT.ch for any loss, damage or claims that EAT.ch may incur due to acts or omissions of the restaurant or asserted against EAT.ch.

14. Restaurant Websites

14.1. EAT.ch website of the restaurant

14.1.1. The restaurant agrees that EAT.ch is entitled, but not obliged, to create a restaurant-free website under the domain name of EAT.ch (the EAT.ch website of the EAT.ch website) Restaurants »).

14.1.2. The restaurant's EAT.ch website may: (i) use the EAT. ch website and customers submit the orders of products of the restaurant via the EAT. ch website of the restaurant; and (ii) display all materials provided by Restaurant EAT.ch under the Brokerage Agreement (including name, menu and logo).

14.1.3. With the exception of the restaurant name, menu and logo, all intellectual property rights (as defined in clause 12.5) remain on the EAT. ch website of the restaurant owned by EAT.ch.

14.1.4.  EAT.ch must , at any time and for any reason whatsoever, at its sole discretion, permanently erase or otherwise disable the restaurant's EAT.ch website at any time and for any reason whatsoever (the content of this EAT.ch section does not constitute reuse of the domain name is prohibited for purposes deemed suitable by EAT.ch).

14.2. Restaurant Website

14.2.1. EAT.ch may, at its discretion, at the request of the restaurant, permit or permit theits own website (theown restaurant"Restaurant'swebsite"to link) to the EAT.ch website (the "EAT.ch link").

14.2.2. The EAT.ch link will: (i) link to the EAT.ch website and allow customers to place orders for restaurant products through the restaurant's own website; and (ii) include the EAT.ch logo (provided by EAT.ch).

14.2.3. All intellectual property rights in the EAT.ch link (including the EAT.ch logo) are always the property of EAT.ch.

14.2.4. The restaurant assures EAT.ch that it will permanently delete or otherwise deactivate the EAT.ch link (including the EAT.ch logo) on the restaurant's own website immediately upon receipt of a request from EAT.ch and, in any event, after termination of the agency contract ,

14.3. Orders on the restaurant's own websites: For theorders made sake of clarity, it should be noted that allby customers for the restaurant via the EAT.ch website of the restaurant or the EAT.ch-Link are considered "orders" within the meaning of the agency contract to which the Restaurant fees are charged and subject to the other provisions of the agency contract.

15. Breach of obligations by restaurant

15.1. In the sole discretion of EAT.ch, the restaurant breaches the obligations incumbent on it under the agency contract or these terms and conditions or the website GTC, or acts in a manner which damages the business, the goodwill or the reputation of EAT.ch, eg:

15.1 .1. because the restaurant does not pay, or does not pay in time, amounts it owe EAT.ch;

15.1.2. his customer service does not meet the standards (eg restaurant staff being rude to customers, mistakes in preparing or delivering orders from the restaurant, late delivery of orders through the restaurant, etc.);

15.1.3. because the restaurant is unable to acceptorders or processbecause the product is turned off, does not receive the GPRS signal or malfunctions, or because it repeatedly rejects orders;

15.1.4. because at EAT.ch, allegations or evidence that the restaurant does not have the necessary consent to use its business, name, brand or logo;then, without prejudice to its other rights or remedies, EAT.ch may at any time suspend the provision of the services under the agency contract or other services provided to the restaurant under separate contracts (and the website profile of the restaurant without notice delete the website) without being liable in any way. Suspension of the service will continue until the malfunction or problem has been resolved to the satisfaction of EAT.ch (acting reasonably).

16. Term, termination and continuation of obligations

16.1. Term: The mediation agreement will enter into force as soon as it is signed by both parties and it will remain in effect until terminated in accordance with its terms.

16.2. Termination by EAT.ch: Without prejudice to its other rights and remedies, EAT.ch may terminate the agency contract with immediate effect vis-à-vis the restaurant without incurring any liability towards the restaurant.

16.3.Termination by restaurant: The restaurant may at any time terminate the agency contract in writing to EAT.ch, subject to a one-month notice period.

16.4. : Dismissal consequencesUpon termination of the agency contract in accordance with its terms and conditions EAT.ch will send a message to the restaurant confirming the termination of the service and giving details of the final payment. In addition EAT.ch will pay the restaurant the outstanding debts owed to the restaurant or ask the restaurant to settle the outstanding debts owed to EAT.ch (if relevant).

16.5. websites: CachedEAT.ch will delete or disable the restaurant's website profile and the restaurant's EAT.ch website as soon as possible after termination of the agency contract. The Restaurant acknowledges, however, that cached versions of these pages may persist in web browsers and webservers of search engines and customers even after such termination, and agrees that EAT.ch has no control over the above and the restaurant in connection with Is not liable (whether based on infringement of intellectual property rights or otherwise).

16.6. Continuation of certain rights and obligations: the rights and obligations of the parties to the agency agreement that are intended to continue their purpose beyond the termination or expiration of the agency agreement (including those in this clause 16 and in 2.6, 5, 6, 7, 8, 10.7 (as far as the product is concerned), 11.3, 11.4, 12, 17, 19, 22, 23 and 24 of these GTC) shall continue beyond the termination or expiration of the brokerage contract.

17. Limitation of Liability and Disclaimer

17.1. General: The contents of this contract do not include any limitation or exclusion of the liability of EAT.ch or the restaurant for death or personal injury caused by its negligence or that of its employees, vicarious agents or subcontractors, for fraud or malicious deception, for any breach of applicable law or other liability that can not be limited or excluded by applicable law.

17.2. Exclusion of Liability of EAT.ch: Always subject to clause 17.1, EAT.ch shall not be liable to the Restaurant by contract, tort (including negligence), nor by law on any other legal basis for losses, costs, direct or indirect damages, in particular for lost profits or consequential damages incurred by the Restaurant in connection with the Broker Agreement (including errors, failures or other interruptions to the Service for any reason).

17.3. Limitation of liability of EAT.ch: Always subject to clauses 17.1 and 17.2, the total liability of EAT.ch towards the restaurant is limited to all other damages of whatever nature arising in connection with this contract (regardless of whether the liability is contractual, more tortious (including negligence) or legal in nature, or based on other legal foundations, including damages resulting from a unilateral breach of contract by EAT.ch or a willful violation of the brokerage contract by EAT.ch, its employees, vicarious agents

or subcontractors ), to the total amount of restaurant expenses paid by Restaurant EAT.ch under this contract in the two months preceding the date of the declaration of liability.

17.4. Compensation: The restaurant undertakes to compensate and indemnify EAT.ch in full for all damages, losses and claims (as well as any associated costs) incurred by a customer or a third party in connection with the non-delivery or improper delivery an order made by the restaurant or the non-fulfillment of this contract or applicable, applicable laws, rules and regulations by the restaurant against EAT. ch asserts.

17.5. Dispute resolution: The restaurant agrees and undertakes not to raise any objection to EAT.ch involving the restaurant by way of a notice of dispute or otherwise in proceedings connected with acts or omissions of the restaurant in connection with this contract initiated against EAT.ch.

18. Force Majeure

18.1. EAT.ch is not liable to the restaurant for the late or non-fulfillment of its obligations under this contract if this is due to force majeure. A "Force Majeure Event" means events beyond the reasonable control of EAT.ch, in particular strikes, lockouts or other labor disputes (irrespective of whether employees of EAT.ch or other parties are involved) public utilities or transport networks, force majeure, wars, uprisings, riots, deliberate damage, compliance with laws or government regulations, rules, regulations or instructions, accidents, machine breakdown, fire, floods, storms or performance disruptions at suppliers or Subcontractors, import and export restrictions, malfunctions, breakdowns or other business interruptions.

19. Final regulation

19.1. The Broker Agreement, the current Terms and Conditions and the Website Terms and Conditions supersedes all agreements between the parties and supersedes all prior written or oral designs, agreements, understandings and agreements between the parties regarding the subject matter hereof, which become invalid; the parties can not assert any claims from guiltless or negligent misrepresentation based on declarations made in this contract.

20. Amendments

20.1. EAT.ch may change these terms and conditions in writing, subject to a one-month notice period. The restaurant must be notified of these changes by fax, e-mail or by post. If the restaurant does not raise objections to these changes or terminates this contract in accordance with Clause 16.3 within two calendar weeks of this notice, these changes shall thereafter be deemed to be part of this contract and accepted by the restaurant.

21. Assignment

21.1. EAT.ch may assign all its rights and obligations under the agency contract to third parties.

21.2. The restaurant may assign, transfer, charge, subcontract or otherwise dispose of its rights or obligations under the agency contract only with the prior express written consent of EAT.ch.

22. Confidentiality

22.1. The contents of this Agreement, as well as any information about the other party, shall be treated confidentially and may not be disclosed during the term of the Agreement or thereafter (unless such disclosure is required by law); EAT.ch is however entitled to use the name of the restaurant as a reference.

23. Invalidity

clause 23.1. If any provision of this Agreement is found in whole or in part to be ineffective, unlawful or unenforceable, the remaining provisions shall remain in full force and the wholly or partially ineffective provisions shall only be amended to such an extent that their effectiveness, legality and enforceability are established.

24. Applicable law and jurisdiction

24.1. Applicable law: The contract of mediation, as well as all disputes and claims arising out of or in connection with the agency contract or the subject matter or the conclusion of the agency contract (including disputes or claims relating to non-contractual obligations) shall be governed by Swiss substantive law excluding any conflict of law provisions and agreements.

24.2. Place of jurisdiction: The parties undertake to subject all disputes relating to the agency contract to the exclusive jurisdiction of the ordinary courts of the City of Zurich (including non-contractual disputes or claims).