General Terms & Conditions for the use of Vegshelf (in English)
Please read these Terms and Conditions (the “Terms”) carefully and in detail before using www.vegshelf.com (the “Platform”) and the Services, and Content (as defined below) provided by Vegshelf UG (haftungsbeschränkt) i. Gr. Leopoldstr. 49, 40211 Düsseldorf, Germany (“Vegshelf," "we," "us" or "our") (together with the Platform, the “Services”).
These Terms set forth the legally binding setting for your use and access to Services and Platform operated by Vegshelf.
If you have any questions or concerns regarding these Terms, please contact us at email@example.com.
MODIFICATION OF TERMS
We explicitly reserve the right, in our sole discretion, to change, edit, replace these Terms at any time without providing a reason, as well as change or discontinue the Services. The notice of the new Terms will be placed on the www.vegshelf.com website or/and by sending an e-mail to you two weeks before the changes take effect.
If you do not agree with the new Terms, you have the right to reject them, which means that you will no longer be able to use and access the Services.
If you do not object to the new Terms and use the Services in any way after a change of the Terms is effective, it is to be deemed as your acceptance of the changed Terms.
SUBJECT OF THE CONTRACT - THE VEGSHELF SERVICE
Vegshelf is a internet-based business-to-business marketplace for plant-based, vegan, consumer-packaged food products and brands, and provides a number of digital services through the Platform. One such service enables trade buyers and resellers (wholesalers, distributors, retail chains, supermarkets, horeca companies, restaurants, coffee shops, foodservice companies and independent retailers; “Buyers”) to discover, request free samples, order and make payments through the platform for plant-based, vegan, consumer-packaged food products from manufacturers and suppliers (“Suppliers”) of such products. Whereas, Suppliers list, offer, market and sell their plant-based, vegan, consumer-packaged food products (“Products”) through the Platform and the Services.
There is no transaction fee for the use of the Services for the Buyers, but chargeable transaction fee is applied to the Suppliers. Vegshelf receives a commission from the Suppliers for every successful transaction on the Platform.
Membership fee for Buyers and Suppliers may be introduced to Vegshelf Services starting from year 2020, which will be communicated with you one month prior such pricing policy comes into force.
Access to the Services to you either as a Supplier or Buyer is granted only after your request has been received, and your information is verified and access is granted by Vegshelf employee.
REGISTRATION OF SUPPLIERS
Once registering for a Supplier account, You represent and guarantee that You are an employee or affiliate of a Supplier offering and/or manufacturing plant-based, vegan, consumer-packaged food products.
We may change Supplier eligibility criteria at any time without prior notice and without providing a reason, and refuse to offer the Services to you. You as a Supplier are entirely responsible for assuring that these Terms are in compliance with all laws, regulations and rules that apply to You. It is your responsibility to stop using the Services in case the offering, sale or provision of the Services conflicts with any law, rule or regulation that applies to you in your particular country.
REGISTRATION OF BUYERS
Once registering for a Buyer account, you represent and guarantee that you are an employee or affiliate of a Buyer purchasing and sourcing food products such as plant-based, vegan, consumer-packaged food products.
We may change Buyer eligibility criteria at any time without prior notice and without providing a reason, and refuse to offer the Services to you. You as a Buyer are entirely responsible for assuring that these Terms are in compliance with all laws, regulations and rules that apply to you. It is your responsibility to stop using the Services in case the offering, sale or provision of the Services conflicts with any law, rule or regulation that applies to you.
Some of the Services may be subject to additional terms specified by Vegshelf and your use of such Services is subject to those additional terms, which are part of these Terms according to this reference.
CODE OF CONDUCT
Vegshelf is used by broad range of Suppliers and Buyers like you across Europe. We expect all of you to behave responsibly and help keep the Platform professional and high-quality marketplace for plant-based food products. When using the Services, you are responsible for all your activities related to the Services. You promise not to use the Services for any purpose that is prohibited by these Terms.
It is forbidden to submit, upload, download, post, or otherwise distribute any Content on the Platform or through the Service that:
Breaches and infringes any trademark, patent, trade secret, copyright, right of publicity or other rights of another person or entity and/or violates any law or legal duty;
You are aware is imprecise, false, ambiguous, inaccurate or untruthful;
Impersonates any person or entity and related sensitive information;
Creates unsolicited or unauthorized advertising or promotional material, spam, junk mail or chain letters;
Contains software viruses or anything else (code, films, programs, etc.) intended to disrupt and damage the proper function of hardware or software, or to damage or obtain unauthorized access to any data, password or other information of Vegshelf or of any third party using the Services;
Is fraudulent, unlawful, abusive, vulgar, or is inappropriate in any other way as determined by Vegshelf in its exclusive discretion.
We also need to make sure that the Services are secure and our systems function properly. When having access and using the Services, it is forbidden to:
Interfere with proper workings of the Services;
Use any kind of manual or automated software or other tools to "crawl" or “spider” any page of the Platform;
Harvest any Content from the Services;
Avoid or attempt to bypass any measures we may use to prevent or restrict access to the Services;
Bypass any measures we have put in place to secure the Services;
Try to damage or get unauthorized access to any system, password, data or other information, whether it belongs to Vegshelf or another party;
Decompile, reverse engineer or otherwise attempt to obtain the source code, underlying ideas, information or algorithms relating to the Services;
Create cognate works of the Services, including any separate part of the Services;
Copy, lease or distribute your rights that you receive while using the Services;
Take any action that imposes an unreasonable load on our infrastructure, as determined by us in our sole discretion.
You shall respect and comply with all local, state, national and international laws, rules and regulations that may apply.
Vegshelf reserves the right to access, read, save, and disclose any information that could reasonably be necessary for enforcing these Terms by detecting or otherwise addressing fraud, technical or security issues, responding to user support requests, as well as satisfying any applicable law, rule or regulation or governmental request.
You are solely responsible for adding, creating, uploading, submitting, distributing, posting or otherwise making accessible your own Content (“Content”) through the Services. Content, without limitation, includes photos, vidoes, audios, graphics, written posts and comments, trademarks, logos, information, data, and texts relating to your products and organization or entity.
When registering on the Vegshelf and submitting the Content, you agree to grant to us and others acting on our behalf, the worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable right to use, exercise, commercialize, and exploit the copyright, publicity, trademark, and database rights with respect to your Content. Also, you grant us the right to edit, modify, use in advertisements, create derivative works, excerpt, reformat, publicly display, promote, delete, and translate any of your Content.
You from which Content has originated and has been publicly or privately distributed, take full responsibility of the character, accuracy, completeness and truth of the Content. You warrant that your Content does not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have such permission from the rightful owner of the Content, or you are otherwise legally entitled to post the Content and grant Vegshelf all the license rights outlined in these Terms.
Should the Content provided by you contain any untruthful or misleading information, violate third party rights, infringe any trademark, patent, trade secret, copyright, right of publicity or other rights of another person or entity or violate other rights or policies, you from whom the Content originated are to be held liable and must remove such Content from the Platform immediately.
Also, you provide all visitors of the and Vegshelf social media profiles, such as Linkedin, Facebook, Twitter, Instagram and other, access to your Content.
Finally, all Content you access through the Services is at your own risk. You are solely responsible for any resulting damage or loss to any party.
THIRD PARTY ACCOUNTS AND SERVICES
Paypal, Inc. (PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg); https://www.paypal.com/de/webapps/mpp/ua/legalhub-full?locale.x=de_DE
Stripe, Inc. (510 Townsend Street, San Francisco, CA 94103, USA); https://stripe.com/en-de/ssa
We have no control over, and assume no responsibility for the content, privacy policies, or practices of or opinions expressed in any third party websites.
Also, we may ask you to link your social media accounts (such as Linkedin, Facebook, Instagram, Google+ and Twitter) ("Third Party Accounts") to your Platform Account as part of the Services. By signing into the Service through or linking your Account to any Third Party Account, you authorize us to access and aggregate certain information from your profiles for the use by the Service. You ultimately control how much information is accessible via Third Party Accounts and your privacy settings on such sites.
AVAILABILITY OF THE SERVICES
Vegshelf strives to provide high availability and keep the maintenance during operating hours as low as possible and to reduce it to a minimum amount of time. We are not liable for limited availability of service or delays in performance caused by events that are out of our reach, including, but not limited to, strikes, failures of communication networks, server failures, force majeure and other.
CHANGE OF THE SERVICES
Vegshelf always strives to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or put limits on certain features or restrict access to parts or all of the Services. We may give you notice when we make a material change to the Services that would adversely affect you. Also, we reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
We hold the right to terminate (or suspend access to) your use of the Services or your account, at any time, with or without notice and for any reason in our discretion, including your breach of these Terms. Vegshelf holds the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. Termination of account may result in the destruction of all information associated with your account.
If for any reason You wish to terminate Your Account, You may do so at any time through your account settings on the Platform or by contacting us at firstname.lastname@example.org. Fees paid hereunder are non-refundable. When Your Content is deleted, it will be removed from the Services. However, your Content may persist in backup copies and on the Vegshelf website for a reasonable period of time as determined by Vegshelf in its exclusive discretion.
Provisions that, by nature should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership of intellectual property rights, and terms regarding disputes between us.
Vegshelf does not make any representations or warranties concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the completeness, safety, accuracy, quality, copyright compliance, legality or reliability of the Content contained in or accessed through the Services. We make no representations or warranties regarding suggestions or recommendations of Products offered or purchased through the Services.
Vegshelf is not responsible for the current availability of products offered through the Services. All the information provided by Vegshelf is to be understood as non-binding recommendations and assistance.
Products purchased or offered through the Services are provided “as is” and without any warranty of any kind from Vegshelf or others, unless provided expressly in writing for a specific product.
The Platform, Content and Services are provided by Vegshelf in the current development state on an “as is” basis and with data that may contain possible defects. You use the Services and the Platform solely at your own risk and we are not liable for damages or losses related to your use of the Services.
To the fullest extent permitted by applicable law, in no event and under no circumstances will Vegshelf (or its directors, employees, partners, suppliers, or content providers) be liable to you or to any other person for any indirect, special, incidental, punitive, consequential, or exemplary damages of any kind (i) resulting from your access to, use of, or inability to access or use the Services; (ii) for any lost profits, loss of revenue, loss of anticipated savings, loss of goodwill, work stoppage, accuracy of results, data loss, computer failure, viruses or technology malfunction, cost of procurement or substitution of goods; (iii) for any conduct, errors or omissions of Content of you or any third party on the Platform. Moreover, we do not get involved in disputes between you, and other users relating to the use of the Services.
Your Liability to Vegshelf in respect of all loss or damage in connection with these Terms shall not exceed the total of the Order Value that has been placed through the Platform over the entire term of these Terms.
Vegshelf Liability to you in respect of all loss or damage in connection with these Terms shall not exceed the total of the fees paid to Us by You over the entire term of these Terms.
To the fullest extent allowed by applicable law, you agree to indemnify and hold Vegshelf, its affiliates, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees and other legal costs) arising from or in any way related to any third party claims relating to (i) your use or misuse of the Services (including any actions taken by a third party using your account), and (ii) your violation of these Terms.
Moreover, You agree to compensate Vegshelf in a timely manner for any reasonably and properly incurred expenses (including expenses of attorneys) as they are incurred by Vegshelf in regards to investigating, preparing for, or providing evidence in any pending or threatened action, claim brought under this section.
You are not allowed to assign, transfer, sublicense or delegate these Terms or your rights or obligations hereunder, or your Services account to any other third party, in any way without prior written consent by Vegshelf. We may transfer, assing, or delegate these Terms and our rights and obligations without consent.
DISPUTE RESOLUTION AND GOVERNING LAW
We encourage you to contact us if you are having an issue, before resorting to the courts. In the unfortunate situation where legal action does arise, these Terms and all other rules and policies incorporated by reference will be governed by and construed in accordance with the laws of the Federal Republic of Germany.
ENTIRE AGREEMENT & SEVERABILITY
You and Vegshelf agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Vegshelf, and that it supersedes and cancels all previous or ongoing written (including electronically written, e.g. emails) and oral agreements, communications and other understandings related to the subject matter of these Terms.
You acknowledge and agree that no agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.
If any provision of these Terms is found to be invalid, unenforceable or ineffective, that provision will be limited or eliminated to the minimum extent necessary, so these Terms shall otherwise remain in full force, effect and enforceable.
You will be responsible for paying, withholding, filling, and reporting all taxes, duties, and other governmental assessments associated with your activity in regards to the Services, provided that Vegshelf may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.
Unless otherwise specified in these Terms, all notices under these Terms will be in writing (electronic or handwritten) and will be deemed to have been given when received (if personally delivered or sent by mail) or when receipt is electronically confirmed (if sent by e-mail).
Headings of the paragraphs and sections are used for convenience only and shall not affect the interpretation of these Terms.
In meeting the liabilities of these Terms, overall principles of Force Majeure are being applied.
Last revised on October 30, 2019.