1.1 These Partner Platform Terms ("Partner Terms") govern the Partner's participation in the Foodamigos Partner Program ("Partner Program") of Foodamigos GmbH, Am Hauptbahnhof 6, 53111 Bonn, Germany ("Foodamigos"), and the ordering and resale of Foodamigos services by the Partner for its restaurant customers within a continuing obligation.
1.2 The Partner Program follows a reseller model. The Partner is admitted as a reseller partner in the Order Form.
1.3 The services covered by these Partner Terms comprise the Foodamigos platform, the admin portal, APIs and third-party integrations, together with related setup, hosting, support and service-level services (together the "Services"). The Core Subscription includes in particular the following features, all of which are fixed components of the Core Subscription and provided at no additional charge:
The white-label mobile apps and the AI Website Builder can be ordered as add-ons pursuant to Section 6. The exact scope results from the Order Form, Section 6 and the applicable service descriptions.
1.4 In the event of conflict, the Order Form prevails over these Partner Terms. In data protection matters, a data processing agreement concluded pursuant to Section 14.3 prevails over conflicting provisions of these Partner Terms.
1.5 Deviating terms and conditions of the Partner do not apply, even if Foodamigos does not expressly object to them.
"Order Form": the partner agreement concluded between Foodamigos and the Partner that incorporates these Partner Terms.
"Partner Account": the account provided by Foodamigos through which the Partner registers and manages restaurant customers and orders Services on their behalf.
"Restaurant Customer": a food-service business for which the Partner orders Services, which holds a registered account ("Restaurant Account") linked to the Partner Account and which has accepted the Foodamigos Platform Terms for Restaurants ("Restaurant Terms").
"Live Location": a location of a Restaurant Customer registered under the Partner Account that (i) has at least one active, paid Core Subscription ordered by the Partner and (ii) has been activated to receive end-customer orders (go-live) or, respectively, whose website or white-label mobile app is live.
"Users": persons authorised by the Partner with access to the Partner Account (e.g. employees, contractors, agents). The Partner is responsible for their compliance with these Partner Terms.
"Partner Support Services": the Partner's services towards Restaurant Customers in connection with the Services, including onboarding, configuration, demonstrations, ordering of Services on behalf and on instruction of Restaurant Customers, and first-level support.
3.1 Admission. The Partner is admitted to the Partner Program upon conclusion of the Order Form, i.e. the Partner's signature and Foodamigos' acceptance, for example by confirmation in text form or activation of the Partner Account. Foodamigos may carry out reasonable checks in connection with admission (e.g. verification of identity, business status, VAT ID, sanctions screening) and request suitable documentation. The Partner notifies Foodamigos without undue delay of any changes to the information provided.
3.2 Account security. Partner Account credentials must be kept confidential and protected against misuse. The Partner informs Foodamigos without undue delay of any suspected compromise. The Partner is responsible for all activities under its Partner Account, including those of its Users, unless the Partner is not at fault.
3.3 Permitted use. The Partner Account may be used only for participation in the Partner Program under these Partner Terms. The Partner may not share credentials with third parties who are not Users, and may not use the Partner Account to transfer the account, Services or Restaurant Customers to another person or entity outside Section 18 (Assignment). When providing Partner Support Services, the Partner uses its own Partner Account credentials; access via a Restaurant Customer's own credentials is attributed to that Restaurant Customer under the Restaurant Terms.
4.1 Registration. The Partner may register Restaurant Customers in its Partner Account to provide Partner Support Services. Upon registration the Partner provides complete and accurate details for each Restaurant Customer, including at least: name of the legal entity, business address, VAT/tax ID (where available), and the name and e-mail address of a person authorised to conclude contracts for the Restaurant Customer.
4.2 Acceptance of the Restaurant Terms. Before go-live of Services for a Restaurant Customer, the Restaurant Customer must itself accept the Restaurant Terms. The Restaurant Terms are concluded directly between Foodamigos and the Restaurant Customer and govern its use of the platform. The Partner may not accept the Restaurant Terms on behalf of a Restaurant Customer and may not provide Partner Support Services for that Restaurant Customer before such acceptance.
4.3 Ordering; invoicing towards the Partner. The Partner orders Services on behalf and on instruction of its Restaurant Customers. Foodamigos invoices the Partner for all Services ordered through the Partner Account at the partner prices under Section 6. An order of Services for use by a Restaurant Customer is deemed, for purposes of service delivery under the Restaurant Terms, an order of that Restaurant Customer; the payment obligation towards Foodamigos, however, rests with the Partner.
4.4 Direct customers. Food-service businesses that wish to contract directly with Foodamigos and be invoiced directly by Foodamigos are direct customers of Foodamigos outside the Partner Program and do not count towards the Partner's Live Locations.
4.5 Client protection. Foodamigos will not actively approach or solicit the Partner's Restaurant Customers without the Partner's consent for as long as they are served under the Partner Account, and for a period of three (3) months after the respective Restaurant Customer's registration under the Partner Account ends. This does not apply to (a) enquiries initiated by Restaurant Customers themselves (inbound), (b) general marketing measures not specifically targeted at the Partner's Restaurant Customers, (c) contact to ensure continuity of the Services pursuant to Section 16.4, and (d) switches initiated by a Restaurant Customer pursuant to Section 17.
5.1 Free pricing; own name and account. The Partner invoices its Restaurant Customers directly, in its own name and for its own account. The Partner freely determines prices, billing model, bundling (e.g. with the Partner's own services such as marketing, delivery or consulting) and payment terms towards its Restaurant Customers. This billing relationship is handled entirely outside of Foodamigos; Foodamigos provides no billing, collection or payment services for it and is not involved in it.
5.2 Requirement of a separate agreement. The Partner ensures that the fees it charges its Restaurant Customers, and any standalone services it provides to them, are the subject of a separate, legally binding agreement between the Partner and the Restaurant Customer. In that agreement the Partner makes clear that it acts in its own name and not as an agent of Foodamigos. Foodamigos is not responsible for, and not a party to, disputes between the Partner and its Restaurant Customers regarding such fees or standalone services.
5.3 Independence of payment obligations. The Partner's payment obligations towards Foodamigos exist regardless of whether and when the Partner's Restaurant Customers pay the Partner.
6.1 Partner prices. The prices for Services ordered through the Partner Account result from the Order Form and the price table in Section 6.2. There are no setup fees or other one-time fees under the Partner Program. All prices are net of applicable VAT or sales tax.
6.2 Discount eligibility. Once the Partner has twenty (20) or more Live Locations, the following discounted partner price applies to all Live Locations under the Partner Account:
| Service (per location / month, net) | Standard Partner Price | From 20 Live Locations |
|---|---|---|
| Core Subscription | USD 35.00 | USD 25.00 |
| White-label Mobile App (iOS & Android) | USD 19.00 | USD 19.00 |
| AI Website Builder | USD 29.00 | USD 29.00 |
6.3 Mechanics. The number of Live Locations is measured on the last day of each calendar month and displayed in the Partner Account. When the threshold of 20 Live Locations is reached, the discounted price applies from the first day of the following billing month. If the number of Live Locations falls below 20 in two (2) consecutive calendar months, the standard partner price applies again from the first day of the month following the second of those months. Foodamigos informs the Partner of any change in discount status in text form or via the Partner Account.
6.4 Price adjustments. Foodamigos may adjust the contractually agreed fees from time to time. Adjustments are notified to the Partner in text form at least four (4) weeks before they take effect; the notice states the reason, scope and effective date. Adjustments are made at reasonable discretion (sec. 315 German Civil Code), taking appropriate account of the Partner's interests and based on objective grounds (e.g. changed personnel, energy, hosting, security or third-party costs, or changed market or regulatory conditions). Where costs decrease, Foodamigos will reduce fees to a corresponding extent; purely profit-increasing adjustments are excluded. If an adjustment exceeds the previous fees by more than 10% within twelve (12) months, the Partner has a special right of termination effective the end of the month before the adjustment takes effect, to be declared in text form within two (2) weeks of receipt of the notice.
6.5 Free first month; start of billing; proration. Every restaurant that the Partner signs up receives its first month free. Billing for a restaurant starts only once that restaurant is switched live to receive orders or, respectively, once its website or white-label mobile app is live. Partial billing periods are prorated.
6.6 Payment processing. The Partner may process payments through Foodamigos (via Adyen) or use its own payment processor (e.g. Stripe, Adyen, or a specific gateway via Spreedly), handled by Foodamigos. If the Partner processes payments through Foodamigos, payment processing fees correspond to standard Stripe fees for the respective country. If the Partner uses its own payment processor, payment processing fees are as agreed between the Partner and its payment processor, and the Partner bears all chargebacks, refunds and fraud risk arising under its own processing. Payment processing fees are charged by the respective payment service provider and are not fees under this contract.
6.7 Service fee. Where the Partner processes payments through Foodamigos, the Partner may set an individual service fee of between 1% and 5% of the order value per Restaurant Customer (per location), charged to end customers at checkout in addition to the order amount and collected by Foodamigos as part of payment processing. Of the service fees collected, Foodamigos retains 50% and 50% is paid out to the Partner monthly with the regular payout run. The service fee is not available where the Partner uses its own payment processor.
7.1 First-level support. The Partner is the central contact for its Restaurant Customers for technical and general support enquiries relating to the Services and the Partner Support Services. The Partner responds to support enquiries from its Restaurant Customers within 48 hours (business hours) and maintains accurate contact details (phone and/or e-mail) in its Partner Account; the Partner consents to these details being made available to its Restaurant Customers. If the Partner requires further assistance, it may escalate the enquiry to Foodamigos support. If the Partner does not respond to a Restaurant Customer's support enquiry within 48 hours (business hours), the Restaurant Customer may contact Foodamigos support directly.
7.2 Accurate representation. The Partner conducts all business with existing and prospective Restaurant Customers in its own name, provides accurate contact and location details and accurately represents its membership in the Partner Program. The Partner may not describe itself as an "exclusive" or "sole official" representative of Foodamigos for a territory unless expressly agreed in writing. The Partner refrains from acts and statements detrimental to the Services, business, integrity or reputation of Foodamigos.
7.3 Compliance; anti-corruption; sanctions. The Partner complies with all applicable laws in connection with the Partner Program, including anti-corruption, anti-money-laundering, competition, consumer protection, sanctions and export control rules. The Partner warrants that neither it nor its owners, directors, officers, employees or agents will grant or promise improper payments or benefits, directly or indirectly, to obtain or retain business or gain an unfair advantage, and that it accurately documents all transactions related to this contract in its books and records. A material breach of this Section entitles Foodamigos to terminate for cause.
7.4 Content and configuration. Where the Partner uploads content or configures the platform on behalf of a Restaurant Customer (e.g. menus, prices, images, mandatory legal information), the Partner acts exclusively on the instruction and with the authorisation of the Restaurant Customer. Responsibility for the legality, accuracy and completeness of a Restaurant Customer's content remains with the Restaurant Customer under the Restaurant Terms; the Partner is responsible for the proper performance of its Partner Support Services.
7.5 Access to Restaurant Customer data. The Partner may access and use a Restaurant Customer's data and content only for the purpose of providing Partner Support Services and only to the extent authorised by that Restaurant Customer. Any further use, in particular for the Partner's own marketing towards end customers, requires a separate legal basis and the Restaurant Customer's authorisation.
8.1 Foodamigos grants the Partner a simple (non-exclusive), non-transferable right, limited to the term of this contract, to use the Foodamigos name and logos made available to it to promote its participation in the Partner Program in accordance with Foodamigos' brand guidelines as applicable from time to time. The Partner may not alter Foodamigos marks, use them in a misleading manner, or register or use marks, names or domains identical or confusingly similar to Foodamigos marks. Upon reasonable request by Foodamigos, the Partner will adapt or cease a specific use.
8.2 White label. The Services are provided to the Partner as a white-label solution with neutral domains and neutral apps. The dashboard, the orders portal and consumer-facing storefronts, websites, apps, e-mails, invoices, reports and automated messages carry the Partner's branding and contain no Foodamigos reference visible to Restaurant Customers or end customers; the Partner can deposit its own name and logo, and storefronts may display "Powered by [Partner]". Where Foodamigos marks appear in materials that are not part of the white-label Services (e.g. Foodamigos-branded demo or marketing materials), the Partner may not remove or obscure them.
8.3 Foodamigos may name the Partner as a reference partner. Detailed presentations (e.g. case studies with figures) require the Partner's prior consent in text form. All rights granted under this Section end upon termination of this contract.
9.1 Invoicing. Foodamigos invoices the Partner monthly, within the first three (3) days of the month, for all Services ordered through the Partner Account, with one cumulative invoice covering all restaurants under the Partner Account including a per-restaurant breakdown. Payments are due within fourteen (14) days of invoicing. Amounts are collected by SEPA direct debit or by debit/credit card via the payment service provider engaged by Foodamigos (currently Stripe), as set up in the Partner Account.
9.2 Default. In the event of late payment, Foodamigos issues a reminder in text form and sets a grace period of seven (7) calendar days. For each failed direct debit or chargeback for which the Partner is responsible, Foodamigos may charge a handling fee of USD 5.00 (net), provided the corresponding expense was actually incurred; claims for further default damages remain unaffected. Default interest accrues at the statutory rate under sec. 288(2) German Civil Code.
9.3 Set-off; retention. The Partner may only set off, or exercise rights of retention based on, claims that are undisputed or finally established by a court.
9.4 Suspension for default. If the Partner remains in default of payment for more than twenty-one (21) days despite a reminder, Foodamigos may suspend Services and/or access to the Partner Account pursuant to Section 12 until payment. Suspension does not release the Partner from its payment obligations for ordered Services.
10.1 Foodamigos provides the platform and support to the contractually agreed extent. No particular revenue, order or conversion development of Restaurant Customers is owed.
10.2 Foodamigos may at any time make changes to the platform required to remedy security risks, ensure stability, implement legal or regulatory requirements, or adapt integrations to third-party requirements; where strictly necessary, such changes may be made without prior notice, in which case Foodamigos informs the Partner afterwards.
10.3 Foodamigos announces other reasonable functional changes that do not materially impair the contractually owed main services with reasonable notice (generally at least four (4) weeks). If a planned change is expected to result in a more than insignificant adverse impairment of contractual use, Foodamigos informs the Partner in text form at least four (4) weeks before it takes effect; the Partner may object up to two (2) weeks before it takes effect. If no agreement is reached after an objection, the Partner has a special right of termination effective when the change takes effect; until then the previous services and fees continue to apply.
10.4 Third-party services (e.g. payment service providers, app stores, mapping services, delivery platforms) are governed by the respective third party's terms. Foodamigos is not responsible for the availability, functionality, prices or legal compliance of third-party services and does not become a party to them.
11.1 Partner Content. The Partner or its licensors retain all ownership and intellectual property rights in the Partner Content. "Partner Content" means all data (including personal data), texts, images, audio and video content, brand assets and other content and materials, in any format, provided by the Partner or its Users and stored in or operated on or through the platform or the Partner Account. The Foodamigos platform, software and tools, other Foodamigos products and services and Foodamigos intellectual property, including all adaptations thereof, are not Partner Content.
11.2 Restaurant Customer content. Content provided by or on behalf of a Restaurant Customer remains the property of the Restaurant Customer or its licensors; its treatment is governed by the Restaurant Terms. This contract transfers no ownership of Restaurant Customer content to Foodamigos or the Partner.
11.3 Platform ownership. All rights in the platform, the underlying software, source code, documentation, data structures and technologies, including all adaptations and everything developed or delivered by or on behalf of Foodamigos under this contract, remain with Foodamigos or its licensors.
11.4 Hosting licence in favour of Foodamigos. The Partner grants Foodamigos the non-exclusive right to host, use, process, display and transmit Partner Content solely to the extent necessary to provide the Services under this contract. The Partner warrants that it is entitled to grant this right and is responsible for the accuracy, legality and appropriateness of the Partner Content and for obtaining all rights in the Partner Content required for service delivery.
11.5 Partner licence. Foodamigos grants the Partner a simple (non-exclusive), non-transferable, non-sublicensable right, limited to the term of this contract, to use the Partner Account and the Services to the extent necessary for participation in the Partner Program and the provision of Partner Support Services. Mandatory statutory rights remain unaffected.
11.6 Restrictions. Except as permitted in this contract, the Partner may not, and may not permit third parties to, (a) reverse engineer, decompile, disassemble, reproduce or copy parts of the platform except as permitted by mandatory law; (b) rent, sell, sublicense or otherwise commercially exploit access to the platform as such outside the reseller model provided for in this contract; or (c) use access to the Services to develop a directly competing product by systematically copying protected elements of the platform.
11.7 Third-party content. Ownership of and usage rights in third-party content or applications accessed via the platform are governed by the respective third party's terms.
11.8 Open source. For third-party and open-source components, the respective licences prevail; the Partner is referred to the corresponding licence notices.
12.1 Foodamigos is entitled to remove content, restrict functions and/or temporarily or permanently suspend the Partner's access or individual user accounts if (a) there are sufficient indications of a breach of contractual obligations or statutory provisions; (b) third-party rights are infringed or such infringement is imminent; (c) security risks exist for the platform, data or systems; (d) official orders or legal obligations so require; or (e) the Partner is in default of payment for more than twenty-one (21) days despite a reminder. Measures must be limited in nature, scope and duration to what is necessary and are lifted as soon as the ground for suspension ceases.
12.2 Where possible, Foodamigos informs the Partner in advance in text form of intended measures, states the relevant grounds and gives the Partner the opportunity to comment. In cases of imminent danger or to avert significant risks, Foodamigos may act immediately and provide the information and reasons without undue delay afterwards.
12.3 Foodamigos maintains an internal complaints procedure through which the Partner can contest measures under this Section. Complaints must be submitted in text form; Foodamigos reviews them without undue delay and communicates a reasoned decision to the Partner within a reasonable period. Statutory rights and contractual termination rights remain unaffected.
13.1 Both parties undertake to treat as strictly confidential all non-public information of the other party obtained in connection with this contract, including technical information, business and trade secrets, customer data, reporting and performance data and pricing information. Partner prices, discount structures and these commercial terms are confidential information of Foodamigos and may not be disclosed to third parties or published without Foodamigos' prior consent in text form.
13.2 Disclosure is permitted only to the extent required by law or to professional advisers subject to statutory confidentiality obligations, and only to the extent necessary.
13.3 The confidentiality obligation applies for the term of this contract and for three (3) years after its end. Notwithstanding the foregoing, Foodamigos protects the confidentiality of Partner Content on the platform for as long as such content remains on the platform.
14.1 Each party is responsible for compliance with applicable data protection law within its own area of responsibility. For the business contact details of the other party's personnel, each party acts as an independent controller.
14.2 Personal data of a Restaurant Customer's end customers is processed by Foodamigos on behalf of the respective Restaurant Customer as controller on the basis of the data processing agreement forming part of the Restaurant Terms. The Partner may access such data only in accordance with Section 7.5.
14.3 To the extent Foodamigos processes personal data on behalf of the Partner, the parties conclude the Foodamigos Data Processing Agreement (DPA) for White-Label Partners pursuant to Art. 28 GDPR, which forms Annex 1 to the Order Form.
14.4 Foodamigos may use anonymised or aggregated data for the operation, security, quality assurance and further development of the platform.
14.5 The Partner fulfils its own obligations under applicable data protection, e-privacy and cookie law on its own websites and in its own marketing, including maintaining an easily accessible privacy policy on partner websites and obtaining required notices and consents (including for cookies and other tracking technologies).
14.6 Security of Partner Content. Foodamigos operates the platform in accordance with the state of the art, using appropriate technical and organisational measures to protect Partner Content and Restaurant Customer content, including access controls (need-to-know), encryption of data transmissions, logging of security-relevant events, vulnerability management, regular security and patch updates, backup and recovery processes and a roles-and-permissions concept. In the event of significant security incidents affecting the platform or the Partner's data, Foodamigos informs the Partner without undue delay of the known facts, measures taken and, where available, guidance on risk mitigation.
15.1 Statutory warranty law applies. Foodamigos does not warrant any particular economic success of the Partner or the Restaurant Customers.
15.2 Foodamigos is liable without limitation in cases of intent and gross negligence, for damage arising from injury to life, body or health, and under the German Product Liability Act.
15.3 In cases of simple negligence, Foodamigos is liable only for breach of material contractual obligations (obligations whose fulfilment makes proper performance of the contract possible in the first place and on whose observance the Partner regularly relies and may rely), limited to the foreseeable damage typical for the contract. The parties agree that the foreseeable damage typical for the contract does not exceed the total amount the Partner pays Foodamigos for the Services per calendar year.
15.4 In cases of simple negligence, Foodamigos is not liable for lost profit.
15.5 In the event of data loss, liability is limited to the recovery effort that would have been incurred even with proper, regular data backups. The Partner creates backup copies of its data at reasonable intervals to the extent customary and reasonable.
15.6 Foodamigos is not liable for third-party services (including payment service providers, app stores, mapping services and delivery platforms), for the content, operation or legality of websites and offerings operated by the Partner or its Restaurant Customers, or for the business relationship between the Partner and its Restaurant Customers (Section 5).
15.7 The Partner is responsible towards Foodamigos for damage and liabilities incurred by Foodamigos as a result of the Partner's breaches of these Partner Terms or applicable law, and indemnifies Foodamigos against corresponding third-party claims, unless the Partner is not at fault.
15.8 Claims of the Partner against Foodamigos under this contract become time-barred twelve (12) months after they arise and the Partner becomes aware of the circumstances giving rise to the claim; this does not apply to claims under Section 15.2 or where mandatory law provides for longer limitation periods.
16.1 Term. Term and ordinary termination of this contract result from the Order Form. Unless agreed otherwise, the contract has an initial term of one (1) month, renews automatically for successive one-month periods and may be terminated by either party in text form with effect to the end of the then-current contract month.
16.2 Termination for cause. Either party may terminate for cause without notice. For Foodamigos, cause exists in particular in the event of material breach after unsuccessful warning, persistent payment default despite reminder and expiry of a reasonable grace period, significant data protection, IT security or confidentiality breaches, impermissible use or manipulation of the platform, insolvency events, and breaches of sanctions, anti-money-laundering or anti-corruption rules.
16.3 Inactivity. If the Partner Account is inactive for six (6) consecutive months and no active Restaurant Customers are registered under it, Foodamigos may terminate this contract with reasonable advance notice in text form.
16.4 Consequences for Restaurant Customers. Termination of this contract does not automatically terminate the Restaurant Terms between Foodamigos and the Restaurant Customers. Subscriptions ordered by the Partner continue until the end of the periods already invoiced. No later than fifteen (15) days before the end of the contract (or as soon as practicable), the Partner informs its registered Restaurant Customers of the end of its membership in the Partner Program so that they can continue the Services either directly with Foodamigos or through another partner. Foodamigos may contact affected Restaurant Customers to ensure continuity of the Services.
16.5 Consequences for the Partner. Upon the end of the contract, the usage rights granted hereunder end, Foodamigos may block access to the Partner Account, and outstanding fees for services already provided become due. Rights and remuneration for periods before termination takes effect remain unaffected. To the extent permitted by law, the Partner has no claims to severance, compensation or reimbursement of lost business opportunities or investments arising from termination or non-renewal of this contract.
16.6 Survival. Provisions intended by their nature to survive (in particular confidentiality, liability, payment obligations, final provisions) continue to apply beyond termination.
16.7 Data export on termination. Upon expiry or termination of this contract for any reason, the Partner is entitled to a complete export of the data processed under the Partner Account, including restaurant and location master data, menus and menu structures, end-customer records and order history, in a structured, commonly used and machine-readable format (CSV or JSON). Foodamigos provides the export free of charge within thirty (30) days of a request in text form, provided the request is made within ninety (90) days of the effective termination date. Return and deletion of personal data are further governed by the Data Processing Agreement (Annex 1 to the Order Form).
17.1 A Restaurant Customer may at any time, by notice to Foodamigos in text form, switch to another partner or to a direct relationship with Foodamigos. Upon the switch taking effect, the Partner ceases all marketing measures, communication and Partner Support Services in relation to that Restaurant Customer.
17.2 The Partner may request the removal of a Restaurant Customer from its Partner Account. Foodamigos informs the Restaurant Customer, who may continue the Services directly with Foodamigos or through another partner, or terminate its Restaurant Account in accordance with the Restaurant Terms.
17.3 The treatment of the Restaurant Customer's data in the event of a switch or removal is governed by the Restaurant Terms and applicable data protection law.
18.1 The Partner may transfer this contract as a whole only with Foodamigos' prior consent in text form to an entity that takes over its business in whole or in substantial part; consent may not be unreasonably withheld provided that (i) all fees due have been paid, (ii) the transferee accepts the then-current Partner Terms and passes Foodamigos' admission checks and (iii) the affected Restaurant Customers have been informed. Partial transfers require Foodamigos' express consent.
18.2 Foodamigos may transfer this contract to an affiliated company within the meaning of secs. 15 et seq. German Stock Corporation Act or in the context of a corporate transaction, provided the Partner's rights are not impaired thereby.
Neither party is liable for non-performance of contractual obligations to the extent caused by force majeure events (e.g. natural disasters, pandemics, war, strikes, official orders, large-scale failures of telecommunications or energy infrastructure not attributable to the obligated party). The parties inform each other without undue delay and cooperate to mitigate damage; deadlines are extended by the duration of the event. If the event lasts longer than thirty (30) days, either party may terminate affected services not yet provided by notice in text form. Payment obligations for services already provided remain unaffected.
20.1 Independent contractors. The Partner acts as an independent contractor. This contract creates no partnership, joint venture, agency, employment or franchise relationship. Neither party is entitled to make binding declarations on behalf of the other party. The Partner makes clear in its agreements with Restaurant Customers that it does not act as an agent of Foodamigos.
20.2 Changes to these Partner Terms. Foodamigos may amend these Partner Terms with effect for the future to the extent required by changes in the law, case law, market or technical conditions, or the further development of the Services. Foodamigos notifies the Partner of amendments in text form at least four (4) weeks before they take effect and highlights the amendments. If the Partner does not object in text form within four (4) weeks of receipt, the amendments are deemed accepted, provided Foodamigos has specifically pointed out this legal consequence in the notice. If the Partner objects, Foodamigos may terminate the contract with ordinary notice; until then the previous terms continue to apply.
20.3 Text form. Amendments and additions to this contract require text form; this also applies to the waiver of this form requirement.
20.4 Severability. Should individual provisions be or become invalid, the validity of the remaining provisions remains unaffected; the invalid provision is replaced by the provision that comes closest to the economic intent.
20.5 Governing law; jurisdiction. This contract is governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). To the extent the parties can validly so agree, the exclusive place of jurisdiction is the registered seat of Foodamigos GmbH (Bonn, Germany).