Effective Date: August 1, 2023
Account: private part of the Platform to which the Contractor has (exclusive) access.
Agreement: the agreement between the Contractor and OrderLemon of which the General Termsand Conditions and the Data Processing Agreement form part.
Contractor: the natural or legal person offering its Products via OrderLemon's Platform.
Customer: natural or legal persons who contracts with the Contractor via the Platform;
General Terms and Conditions: these General Terms and Conditions, regardless of the form in whichthey are disclosed.
Intellectual Property: patent, copyright, trademark, design and model rights and/or other(intellectual property) rights, including database rights and - whether patentable or not - technicaland/or commercial know-how, methods and concepts.
OrderLemon: Fabulor NV, (Kruispuntbank van Ondernemingen nr. 784984079), een vennootschap naar Belgisch recht met maatschappelijke zetel te Geelsebaan 63a 2460 Kasterlee.
Order: the agreement established between Contractor and the Customer.
Parties: Contractor and OrderLemon.
Platform: the landing page(s), Account(s) and further online environment including any links to ThirdParty Services as offered via www.orderlemon.com or in any other manner; the Platform does notinclude the Third Party Services.
Product: the products as offered by the Contractor via the Platform.
Services: the services provided by OrderLemon to the Contractor, including (providing access to) thePlatform and facilitating Orders between the Contractor and Customers.
Third Party Services: third party services accessible via the Platform with which the Contractorand/or Customer must enter into an agreement or not.
These General Terms and Conditions apply to any Agreement and to any use of the Platform or anyother
Services of OrderLemon.
OrderLemon
is entitled to amend or supplement these General Terms and Conditions. In case ofsubstantive changes,
OrderLemon shall communicate these changes to Contractor at least 30calendar days prior to their entry
into force.
If
Contractor does not wish to agree to the amendments, Contractor may terminate the Agreementbetween the
Parties until the amendments take effect.
OrderLemon hereby grants to Contractor a limited, non-exclusive and non-transferable,non-sublicensable
right, subject to the condition precedent of payment by Contractor of all amountsowed by it under the
Agreement, which right Contractor hereby accepts, to use the Platform for itsown organization and solely
for the purpose of concluding and executing Orders from Customers toContractor.
Contractor
grants OrderLemon a license to all photographs, texts and other information madeavailable by Contractor
on the Platform for the purposes of the provision of the Services byOrderLemon to Contractor.
Contractor shall pay a monthly fee in advance for access to the Platform. Our prices are excludingVAT.
In addition, Contractor shall pay a fee on each transaction of:
●
Ideal: € 0.35 and a fee of 1.5% on the total order value of each Order.
●
Bancontact: € 0.45 and a fee of 1.5% on the total order value of each Order.
●
VISA/Mastercard: € 0.40 and a fee of 3.5% on the total order value of each Order.
Platform
pricing will be published on our website: https://www.orderlemon.com/nl/prijs. These feesare either
settled via OrderLemons payment platform ‘Online Payment Platform’ in case of an onlinepayment. In case
of in-store payment (cash or pin), invoicing will be done once a month. All feesmentioned above are
settled automatically by direct debit.
Fees
mentioned on OrderLemons website do not include VAT and other government taxes.
Payment
of the fixed part of the fees owed by Contractor shall be made in the manner specified byOrderLemon on
the invoice, with instructions regarding payment stated on the invoice beingfollowed by Contractor. The
variable part of the fees payable shall, at OrderLemons discretion, be setoff against payments received
by Contractor from Customers or charged separately to Contractor.
In
respect of the quantity of Orders and order values, the data from OrderLemons administration orsystems
provide compelling evidence, subject to proof to the contrary.
OrderLemon
is entitled to amend its fees from time to time. A change in fees will be announced atleast two months
prior to the change taking effect. If Contractor does not wish to agree to thechange, Contractor is
entitled to terminate the Agreement in writing within one month of thenotification by the date on which
the change comes into effect. However, Contractor shall not beentitled to such right of termination if
the applicable prices and rates are only adjusted for inflationon the basis of the price index for
family consumption (‘prijsindex voor de gezinsconsumptie allehuishoudens’) all households as published
by Central Statistics Office (‘Centraal Bureau voorStatistiek’).
The Intellectual Property Rights to the Platform or in other Services or products provided byOrderLemon
shall remain vested in OrderLemon or in the third party from whom OrderLemon hasobtained the right to
make (a part thereof) available to Contractor.
Contractor
is not permitted to copy, modify, decompile, translate, alter, or reverse engineer (parts of)the
Platform except with the written consent of OrderLemon or to the extent required by mandatoryapplicable
law.
All
other information such as (WAB) numbers, etc. made available by OrderLemon or its suppliers,such as
Third Party Service providers, shall remain the property of OrderLemon or its suppliers.
Contractor
warrants that, if and to the extent materials or data are made available by it toOrderLemon or to
Customer under the Agreement or otherwise, whether through the Platform orotherwise, it is entitled to
do so and that such materials and data do not infringe any third partyrights or are otherwise unlawful.
OrderLemon makes every effort to ensure optimal availability and accessibility of the Platform,
butexpressly does not guarantee the (undisturbed or error-free) functioning thereof.
OrderLemon
has the right to modify the Platform from time to time to improve its functionality andto correct errors
and defects. OrderLemon will endeavor to fix any errors and defects in the Platform,but cannot guarantee
that all errors and defects will be fixed. If, in OrderLemon's reasonable opinion,a modification
requires a significant adjustment on the part of Contractor or Customer, or results in asignificant
change in functionality, or leads to discontinuation of the provision of certainfunctionality,
OrderLemon will notify the Contractor as soon as possible. OrderLemon also reservesthe right to stop
offering certain functionality at all through the Platform at any time. OrderLemonwill notify Contractor
as soon as possible. As the functionality of the Platform is provided to multipleContractors, it is not
possible to waive a particular modification only for Contractor. The Contractorcannot claim compensation
for damages under the circumstances referred to in this paragraph.
OrderLemon
reserves the right to (temporarily) take the Platform out of use and/or restrict its use if:
OrderLemon shall never be liable to Contractor for any compensation regarding suchdecommissioning or
restriction of the use of the Platform.
OrderLemon
is in no way responsible for support to Customer(s). OrderLemon shall only supportContractor in
providing support to Customer.
OrderLemon
is in no way responsible or liable for (the operation of) the Third Party(ies) Servicesintegrated into
the Platform.
The relationship between OrderLemon and Contractor is one between independent contractingparties.
Contractor does not have the right to act on behalf or for the account of OrderLemon.
Contractor enters into agreements with Customers exclusively in its own name. Contractor is also solely
responsible and liable for the execution of the Orders of Customers.
Contractor
is obliged to provide current and accurate information to OrderLemon and to keep such information up to
date. Contractor must keep (or cause to be kept) secret any usernames and passwords provided in
relationto the Account. It is not permitted to transfer usernames, passwords and/or any provided
alternative means of authentication or to give them in use to third parties, unless OrderLemon has given
its express written consent.
Contractor
is responsible and liable for any use under its Account, including unlawful use.OrderLemon is not liable
for misuse of usernames, passwords and/or any alternative means of authentication provided and may
assume that when Contractor logs on with Contractor's username,password and/or any alternative means of
authentication provided, Contractor is actually theContractor. As soon as Contractor knows or has reason
to suspect that user names, passwords and/orany alternative means of authentication provided have come
into the hands of unauthorisedpersons, and/or the unlawful content is being exchanged over the Platform,
Contractor must notifyOrderLemon immediately, without prejudice to its own obligation to take effective
measures itself immediately.
Contractor
may only use the Platform for lawful and legitimate purposes as agreed in the separately signed
agreement between Contractor and Facebook/META. Contractor may only use the Platform for physical goods.
Contractor may not use the Platform for, amongst others, drugs, medical- or healthcare products, digital
content, alcohol, animals, weapons, etcetera. OrderLemon has the right to refuse Contractor to use the
Platform for Contractor's specific products at any time.
Contractor
is responsible for the purchase and maintenance of the equipment necessary to access and use the
Platform, such as smartphones and internet connections.
Contractor
shall comply with the terms and conditions set by third parties for the use of Third PartyServices as
integrated into the Platform, for example those of the Payment Service Provider or those of WhatsApp for Business.
By
subscribing to OrderLemon, Contractor accepts to publish its assortment with prices and descriptions on
OrderLemon, public marketplaces such as Google Play store and Apple IOS store, websites and Meta Inc
platforms. The information of Contractors items, including text, photos and videos, is Contractors legal
responsibility. OrderLemon, Meta or any other Third Party reserves theright to take down those products
without notice or cancel Contractors entire shop's catalogue.
Contractor
is solely responsible for the information communicated to Customer, and for example for information
about sales terms. Contractor is also solely responsible for determining, collecting and paying al
relevant applicable taxes for the agreements concluded with Customers via the Platform.
Contractor
may only use OrderLemon authorized payment gateways for all the online payments via the accounts of
WhatsApp. Any failure to do so will apply the same fees per transaction initiated viaOrderLemon
Services, and Platform.
Parties will comply with (their obligations under) the General Data Protection Regulation and all other applicable laws and regulations regarding privacy and data protection in the context of theAgreement. If necessary or desirable, Parties will make further written agreements on the processing of personal data, such as the conclusion of a data processing agreement.
The parties mutually undertake to keep confidential all information and data of which the parties become aware in the execution of this Agreement, including company data, customer data, purchase and sales data. The parties undertake not to disclose such information and data to third parties other than necessary for the performance of this Agreement without the written consent of the other party, unless (i) unless applicable mandatory regulations require either party to disclose the information.
Insofar as Contractor and OrderLemon have agreed on a monthly subscription, this can always beterminated
by either party at the end of a contract month subject to one month's notice.
The
Agreement may be immediately terminated by the Parties in writing if:
Obligations which by their nature are intended to continue even after the termination of theAgreement,
such as Intellectual Property, Confidentiality, Liability and Choice of Law will continue to apply even
after the end of the Agreement.
After
the termination of the Agreement, OrderLemon is entitled to (permanently) delete all datapresent from
and about Contractor, insofar as there is no legal obligation on OrderLemon itself to retain certain
data.
The Platform and OrderLemon Services are provided "as-is" and "as-available" to the maximum extent
permitted under applicable law. OrderLemon makes no warranties or representations, express or implied,
as to any matter whatsoever, including but not limited to non-infringement of third-party rights,
non-infringement of usage data or other data, merchantability, integration or fitness for a particular
purpose, or that the Platform and Services will meet the requirements of Contractor orfunction properly
when used in conjunction with other software or hardware. Furthermore,Contractor makes no warranties for
any third-party services, software or hardware that may be used to access and use the Platform or
Services.
OrderLemon's
maximum liability for damages or costs arising out of or in connection with theAgreement, the use of the
Platform or the Services whether in contract, tort, or otherwise, shall be limited to the amount of the
fees paid by Contractor to OrderLemon for access to and use of thePlatform in one contract year for each
event giving rise to the liability (for this purpose, relatedevents shall be treated as one event),
where OrderLemon's total liability in any one contract year shall never exceed EUR 1,000 (one thousand
euros).
In
no event shall OrderLemon, or its licensors or subcontractors, be liable for any indirect,
consequential, punitive, special or incidental damages, including, but not limited to, damages for
lossof profits, turnover, business, goodwill, (personal) data, infringement of third party rights or
costsincurred to prevent, mitigate or ascertain such damages.
OrderLemon
shall not be liable for any damages or costs resulting from or related to the reasonable suspension,
termination and/or restriction of access to and use of the Platform and Services.
The
limitations and exclusions set out in the previous paragraphs of this article shall cease to apply ifand
to the extent that the damage or costs result from or are related to intentional or
deliberaterecklessness of OrderLemons management.
The
Contractor shall defend, indemnify and hold OrderLemon harmless from any demands, claims, damages,
liabilities, expenses, or losses, including attorney's fees, of third parties arising out of or
resulting from:
The Contractor shall use all reasonable efforts to assist OrderLemon in defending itself against any claims and/or lawsuits and shall provide OrderLemon on first request, without undue delay, with all relevant information that may be necessary to defend against and/or settle any such claims and/or lawsuits.
A Party is not obliged to fulfil one or more obligations if it is prevented from doing so as a result
offorce majeure. Force majeure is understood to include non-attributable failures of engaged third
parties or suppliers.
As
soon as the force majeure situation will last longer than 3 (three) months, the other Party is entitled
to dissolve this Agreement without being liable for damages.
The rights and obligations under the Agreement are not transferable by Contractor to third partiesexcept
with the express consent of OrderLemon. The Contractor hereby authorizes OrderLemon totransfer the
rights and obligations under the Agreement to third parties. OrderLemon is authorized to engage third
parties for the performance of the Agreement.
If
one or more provisions of the Agreement or General Terms and Conditions prove to be non-binding or
invalid, the other provisions shall remain in full force. The parties undertake to agreeon substitute
provisions which approach the intention of the parties as closely as possible.
In
the event of conflict, the following hierarchy applies, with the above taking precedence over the
later:
a.
data processing agreement; b. these terms & conditions.
The Agreement and obligations governed by it shall be exclusively governed by Dutch law and theDutch
court unless applicable law imperatively designates another court as competent.
Disputes arising in connection with the Agreement or from any other legal relationship between
theParties shall be submitted to the competent court in Maastricht.
