Information about Vegshelf

Terms of use

 Vegshelf Supplier Terms & Conditions 

*Scroll down for Vegshelf Buyer Terms & Conditions

1. INTRODUCTION

Please read these Supplier 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), 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 provide the terms and conditions under which Vegshelf provides its Services that will allow you to market and sell plant-based food and beverage products through the digital B2B marketplace Platform.

Your using the Services and the Content in any way means that you as a supplier (“Supplier”, collectively, “You” or “Your”), agree to these Terms and Conditions and the Privacy Policy. These terms will remain in effect while you use the Services. If you do not understand, read and agree to the Supplier Terms, you must not use or access the Services in any manner. 

We explicitly reserve the right, in case of changes of legislation, of the case-law or of a change of our business model or economic circumstances, at our sole discretion, to change, edit, replace these Terms at any time, 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 be sent via e-mail to you at least four 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. 

If you have any questions, comments, or concerns regarding the Supplier Terms, please contact us at hello@vegshelf.com.


2. SUBJECT OF THE CONTRACT - THE VEGSHELF SERVICE

Vegshelf is an 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 (supermarkets, retail chains, independent retailers, restaurants, cafes, coffee shops, hotels, wholesalers, distributors, and foodservice companies; “Buyers”) to discover, request quotes and 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. 

Additional services may be provided by Vegshelf. Those are subject to a separate contract.

Every successful transaction between Buyers and Suppliers on the Platform is subject to a transaction fee, payable by the Supplier to Vegshelf for providing the platform and the infrastructure and services enabling and facilitating the transaction on the Platform.

Vegshelf reserves the right to introduce a recurring membership fee, which will be communicated one month prior to any such pricing policy taking effect.

Access to the Services to you as a Supplier is granted only after your request has been received, and your information is verified, and access is granted by a Vegshelf employee.

You as a Supplier are responsible for assuring that the services you provide through the Vegshelf Platform and that the services you provide while using the Vegshelf Services are in compliance with all laws, regulations and rules that apply to you. It is your responsibility to stop using the Vegshelf Services in case your specific usage of the Vegshelf Services conflicts with any law, rule or regulation that applies to you in your particular country. You will be liable for any damages or costs sustained by Vegshelf in case the services you provide through the platform or by using the Vegshelf Services conflict with the applicable law.

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.


3. REGISTRATION OF SUPPLIERS

3.1. APPLICABILITY OF THESE TERMS: Suppliers who are willing to use the Services and want to create a Supplier account must agree to these Terms and the Privacy Policy. By registering, you as a Supplier agree to provide all data truthfully and to keep it up to date also after registration and throughout the time of using the Services. 

3.2. ELIGIBILITY CRITERIA: When registering for a Supplier account, you represent and guarantee that you are an owner, employee or affiliate of a Supplier offering and/or manufacturing plant-based, vegan, consumer-packaged food products. These characteristics must be fulfilled by any person willing to use the Vegshelf Services as a Supplier.

We may change the Supplier eligibility criteria and/or refuse to offer the Services to you at any time without prior notice and without providing a reason. Any contracts between you as a Supplier and a Buyer on the platform or using our Services shall remain unaffected by us refusing to provide our Services to you.

3.3. ACCOUNT OPENING: You must register and request to open a Vegshelf Supplier account (“Account”) through either accepting an invitation from Vegshelf, another user or by submitting your information via Vegshelf’s online registration procedure. By registering and opening a Vegshelf Supplier Account, you confirm that you are at least 18 years old and legally capable of entering into binding contracts, as well as that all the information that you have submitted during the registration is correct. By opening an Account, you also confirm that you take all responsibility for your account and all activity on it. Finally, when opening an account and agreeing to these Terms you warrant that you are authorized to agree to these Terms on behalf of the organization or entity that you are representing  when registering.

You are solely responsible for the creation of the Account in accordance with instructions provided on the Platform, unless agreed by Vegshelf in advance that we will assist with the creation of the Account. In case, Vegshelf is helping with the Account creation, you are liable for making sure all the Content is correct before it is published on the Platform.

Before opening an account on Vegshelf, Suppliers receive a written introduction via e-mail about the Platform together with offer for Services. After you have submitted your company information to us via our sign-up process, contractual relationship between Vegshelf and you as a Supplier is being formed.

3.4. PASSWORD and SECURITY OF YOUR ACCOUNT: When registering and opening Account with Vegshelf, you will need to choose a secure password. It is your sole responsibility to keep your password private and confidential from any unauthorized party. You must promptly notify us by sending an e-mail to hello@vegshelf.com if you believe that someone has used or has access to your Account without permission.

3.5. PAYMENT AND CONTACT INFORMATION: When opening your Account, you promise to provide us with complete and updated contact and payment information. It is your responsibility to keep your data up-to-date on your Account on the Platform, and notify us if any of it changes by sending an e-mail to hello@vegshelf.com. Your failure to provide us with accurate, complete, and updated contact and payment information, may result in you not being eligible to access the Platform and Services.


4. CONTENT PROVIDED BY SUPPLIER 

4.1. DEFINITION: “Content”, without limitation, includes photos, videos, audios, graphics, written posts and comments, trademarks, files, logos, certification documents, product safety and quality information, pricing information, and other information relating to your products and company that you add, create, submit, upload, distribute or post to the Platform and via the Services.

4.2. RESPONSIBILITY OF CONTENT: You are solely responsible for adding, creating, uploading, submitting, distributing, posting or otherwise making accessible your own Content through the Services. 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 you own your Content in accordance with these Terms or have the necessary rights to use it.

4.3. LIABILITY OF CONTENT: 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.

You are exclusively liable for all claims related to the product specific Content such as food safety and quality, labelling requirements, price indication, product nutrition information and packaging obligations for food and beverages, to the Buyers and any other third party organizations that have asserted such claims, e.g. competitors, governmental organizations, or other. 

4.4. LICENSE GRANT: When providing the Content through the Platform and Services, you grant Vegshelf a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, fully paid, transferable right to use, exercise, commercialize, and exploit the copyright, publicity, trademark, and database rights with respect to your Content solely for the purpose of providing and advertising the Services and Platform, and for no other purpose. You warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, copyrights, trademarks, patents, trade secrets, publicity rights, contract rights, or any other proprietary or intellectual property rights. 

4.5. AVAILABILITY OF CONTENT: We do not guarantee that any Content will be made available through the Services and Platform. Moreover, we have the right to edit, remove or block any Content at our sole discretion, at any time, without notice to you and without providing a reason, including but not limited to, after receiving claims from third parties or public authorities relating to such Content, as well as based on our concerns of violation of these Terms by you. 

4.6. REMOVING CONTENT: If for any reason you wish to remove your Content from the Platform, you can do it either via your Account on Platform, or by contacting us via hello@vegshelf.com. Once your Content is deleted, it is automatically removed from the Platform as well, however you understand that it may remain on Vegshelf website, our backup copies, advertisements of Services on our or third party platforms, social media channels and media for a reasonable period of time (but no longer than twelve months).

4.7. INTELLECTUAL PROPERTY: Content of the Platform and Services, provided by our users and us, is protected by trademarks, trade secrets, copyrights, patents, or other proprietary rights and laws defined by the term “Intellectual Property". You must obey and respect all copyright information and limitations of Content accessed through the Services. You are strictly prohibited from using and/or copying any Intellectual Property, including but not limited to any Content provided by our users, partners or us, as well as any feature, design element, user interface of the Platform and Services, outside of the Services or in any other way that is not authorized by the applicable rights holder of such Intellectual Property (including us).


5. CODE OF CONDUCT

5.1. FORBIDDEN CONTENT: It is forbidden to submit, upload, download, post, or otherwise distribute any Content on the Platform or through the Service that:

a) 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;

b) you are aware is imprecise, false, ambiguous, inaccurate or untruthful; 

c) impersonates any person or entity and related sensitive information;

d) creates unsolicited or unauthorized advertising or promotional material, spam, junk mail or chain letters;

e) 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;

f) is fraudulent, unlawful, abusive, vulgar, or is inappropriate in any other way as determined by Vegshelf at its exclusive discretion.

5.2. FORBIDDEN ACTIONS: 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:

a) interfere with proper workings of the Services;

b) use any kind of manual or automated software or other tools to "crawl" or “spider” any page of the Platform; 

c) harvest any Content from the Services;

d) avoid or attempt to bypass any measures we may use to prevent or restrict access to the Services;

e) bypass any measures we have put in place to secure the Services;

f) try to damage or get unauthorized access to any system, password, data or other information, whether it belongs to Vegshelf or another party;

g) decompile, reverse engineer or otherwise attempt to obtain the source code, underlying ideas, information or algorithms relating to the Services;

h) create cognate works of the Services, including any separate part of the Services;

i) copy, lease or distribute your rights that you receive while using the Services;

j) take any action that imposes an unreasonable load on our infrastructure, as determined by us at our sole discretion.

5.3.  REVIEW SYSTEM: Our user review system aims to ensure trust between Suppliers and Buyers. You are prompted to rate and review the Buyer automatically after each transaction. A review consists of a) a positive or negative rating (thumbs up or down), and b) a free-form text comment. To ensure the quality and purpose of free-text reviews, Suppliers are prohibited from posting content that:

a) is insulting, racist, discriminatory, sexist or contains pornographic elements,

b) fulfils a criminal offence, in particular the criminal offence of insulting, slandering, threatening, etc.

c) violates personal rights,

d) violates copyright and trademark rights or laws,

e) is of anti-competitive nature,

f) is spam including but not limited to double postings.

You can choose not to review the Buyer, however you cannot refuse a review from the Buyer after completed transaction.

Reviews are visible to everyone on each user’s profile page. 

5.4. LIABILITY FOR INFRINGEMENT OF CODE OF CONDUCT: You shall be liable for any damages or costs sustained by Vegshelf due to your infringement of the aforementioned provisions of this section.


6. SUPPLIER PRODUCT LISTINGS AND MAINTENANCE OF THEM 

6.1. CREATION OF PRODUCT LISTINGS: You need to create digital product listings (“Product Listings”) by uploading your product photos, descriptions, price information, certification, packaging specifics and other product related Content on the Platform in order to market and sell your products through the Vegshelf Services. You are solely responsible for all the related and incurred costs with Product Listings creation.

Your Product Listings cover the full range of products, including all product variations and offering for retail and/or foodservice, that you will offer and that will be visible and available for discovery and ordering to the Buyers via the Platform. 

You are solely responsible for the creation of the Product Listings in accordance with instructions provided on the Platform, unless agreed by Vegshelf in advance that we will assist with the creation of the Product Listings. In case, Vegshelf is helping with the Product Listing creation, you are liable for making sure all the Product Listings and their Content are correct before they are published on the Platform.

6.2. FOOD SAFETY & QUALITY INFORMATION: You are solely responsible and warrant that your Product has been produced, packaged and supplied strictly according to relevant food safety and hygiene regulations and applicable laws, as well as good manufacturing practices with relevant use by dates clearly shown. Also, you warrant that your Product has not been contaminated, and is of good quality, edible and fit for human consumption. You as a Supplier of your products guarantee that you have all necessary approvals and certifications relating to your product's food safety and quality, as well as product specific claims. As this information is crucial for our Buyers, when making decisions regarding purchasing particular food product, it is your responsibility to provide such information during the registration process and indicate such information on your product's profile on Platform.

6.3. CONTENT OF PRODUCT LISTINGS: You are responsible for all the Content you provide via the Product Listings. When uploading and creating Product Listings you warrant that you have all the necessary approvals and rights to use the Content submitted. Moreover, you are responsible for paying all royalties or similar payments that are or may become due to any third party based on your Content, or on Vegshelf’s hosting of that Content.

All Content related to your Product Listings that you upload on the Platform must be submitted according to instructions on the Platform and these Terms, especially Content Terms mentioned in chapter 4. Vegshelf at its sole discretion has the right to determine whether your provided Content satisfies expected quality and in case of a failure Vegshelf reserves the right to remove or edit such Content.

You warrant that your Product is submitted within the appropriate product category. If we consider that you have posted Product to an inappropriate category, we reserve the right to re-classify and re-post the Product as we consider appropriate.

Your warrant that your Product Listing Content does not contain links to any external website other than specified in the website field in the company information section.

6.4. FORBIDDEN CONTENT OF PRODUCT LISTINGS: The goal of the Vegshelf Services is to enable product discovery, quoting, ordering and transactions of consumer-packaged, vegan, plant-based food products for Suppliers and Buyers. Products marketed and sold, as well as Product Listing Content provided by you must comply with this goal of the Services. It is forbidden to submit, upload, download, post, or otherwise distribute any Content through the Services, as well as market or sell a product that is fraudulent, unlawful, abusive, vulgar, or is inappropriate in any other way as determined by Vegshelf at its exclusive discretion, including but not limited to a Product or Content that:

a) breaches copyrights, trademarks, patents, trade secrets, rights of privacy and publicity, or any rights of a third party;

b) violates any law, regulation or rule that may apply;

c) abuses and threatens others;

d) is misleading, false or defamatory;

e) contains pornography;

f) includes information about Products that haven’t been produced and packaged according to relevant product safety and quality regulations and good manufacturing practices.

Vegshelf does not have any obligation to control the transactions or communications made through the Platform, however we reserve the exclusive rights to remove any such user breaching these Terms, as well as remove such Product Listings and Content, cancel transaction or take any other action to limit or restrict access to such Content, without any liability or prior notice to you or any third party. 

6.5. PRODUCT LISTING MAINTENANCE: It is your sole responsibility to keep the Product Listings up to date including but not limited to full product ranges and up to date prices. 


7. COMMUNICATION AND SALES THROUGH VEGSHELF PLATFORM

7.1. BUYERS USING THE PLATFORM: Based on the information provided via your Product Listings and overall registration process, your Products are listed on Vegshelf Platform for any registered and verified user, including Buyers to discover, request quote or samples, and place orders directly from you.

Vegshelf enables you to transact with professional trade Buyers of all sizes and types, including but not limited to retailers (e.g. supermarket chains, independent retailers) wholesalers (e.g. distributors, importers) and foodservice companies (e.g. restaurants, cafes, coffee shops, foodservice companies). Vegshelf does not act exclusively for any one Buyer, nor is affiliated with any particular Buyer. Any interactions, communication and transactions you have with Buyers through the Platform and Services are solely between you and the Buyer. Vegshelf disclaims all liability in connection therewith.

Before onboarding and allowing access to the Platform, Vegshelf verifies all Buyers as trade buyers, this includes but is not limited to company registration information, company email addresses, website details. By doing this we not only ensure the quality of Buyers using the Platform, but also thus encouraging you to approve Buyer requests without requesting any further information from them.

7.2. COMMUNICATION: Vegshelf Platform enables Buyers to directly communicate with you in several forms, including but not limited to messages, sample, and order requests. If requested, you agree to provide Buyer with additional information that has not been mentioned in your Account and/or Product Listings to ensure that Buyer is fully informed about your Product before ordering it.

You are responsible to respond to any communication requests from Buyers in a timely and professional manner (advised: within 24 hours upon receiving communication request).

7.3. SAMPLE REQUESTS: By using the messaging feature on the Platform, Buyers may request product samples (“Product Samples”) of products that are being offered and sold on the Platform by you. It is your responsibility as a Supplier to decide whether you want to offer such Product Samples for free (e.g. as an investment in your marketing) or charge a price (price per one item as it is listed in respective Product Listing) for them from Buyers. It is your responsibility to communicate your decision with the respective Buyer by using messaging feature and replying to the request via the Platform.

The possibility for Buyers to request Product Samples via the Platform does not warrant that Buyers will place orders after receiving the Product Samples.

7.4. PRODUCT PRICES: You agree and warrant to market and sell your Products through the Services and Platform at the equivalent or lower price as it would be off of the Platform for retail and foodservice companies and other trade buyers. If we find evidence that you are offering and selling your products through the Services at a higher price than it would be off of the Platform, we reserve the right to warn you and temporarily or permanently ban your access to the Services and Platform.

7.5. ORDER REQUESTS: Through the Services and Platform, Buyers may request and place orders (“Order”) of your Products. You are responsible for responding to any such order requests within 72 hours by accepting or rejecting the Order. 

7.6. ORDER FULFILMENT: After receiving the Order from the Buyer through the Platform and Services, you are responsible for Order processing and fulfilment, including but not limited to preparation of order forms, invoices, cancellations, returns, customer service and other aspects according to your existing policies and shipping terms.

7.7. BUYER CONTRACT: The Buyer is forming a sales contract (“Sales Contract”) with you directly after they have placed an Order of your Products through the Platform. It is your responsibility to perform the Sales Contract promptly and according to all applicable laws and regulations, including but not limited to the European Union’s E-Commerce Directive or any other similar regulations that are in place for e-commerce sales in the country of your business. 

Furthermore, it is your responsibility to provide the Buyer to whom you have sold Products with all relevant information regarding the Sales Contract, including but not limited to delivery information, returns and cancellations policies, your terms of business, and information about how you will use any of their personal data. You are entitled to use their personal information only for the purposes of fulfilling your obligations arising from the contractual relationship with the Buyer, and not for any other purposes.

Vegshelf is not and will not be a party to any contract that may come into existence between you and the Buyer of your Products or who you may otherwise get to know through the Platform and Services. Moreover, we will not be liable for any damage or loss suffered by you as a result of your business with any Buyer you have come into contact with through the Services. Furthermore, you will indemnify us against all costs, damages, losses and claims that may arise out of your business with Buyers.

7.8. DELIVERY: You as a Supplier are responsible for the safe and timely shipping of your Products to the Buyer, within the timeframe agreed between both of you, as well as for the insurance against risks normally borne by senders. Vegshelf may advise on third party logistics companies to support fulfilment and delivery, however any such recommendations are advisory only and you are entirely responsible for agreeing any terms with logistics companies directly.

7.9. LOST IN TRANSIT: It is your responsibility as a Supplier to ensure that reliable and suitable shipping methods are used and to communicate about such shipping methods and all applicable terms and details with Buyers who purchase your Products through the Platform and Services. You acknowledge and agree that if any Products are lost in transit that you may still be subject to the fees agreed. It is your responsibility to contact the Buyer immediately if Products are lost during shipping and ensure the matter is reasonably settled either by offering refunds, re-sending items, or in any other way.

Furthermore, for all claims related to Products ordered through the Platform (e.g. damages, quality, warranty, etc.), you are exclusively liable to the Buyers.

7.10. RETURNS: In case of Buyers willing to return the Products purchased from you through the Services and Platform, Buyer will contact you directly using the messaging feature via Platform or otherwise. Any returns shall be made by you in accordance with your existing terms and the applicable law.


8. TRANSACTION FEES AND PAYMENT SYSTEM

8.1. FREE CREATION OF ACCOUNT AND PRODUCT LISTINGS: Vegshelf Platform uses a free subscription plan with the creation of Account and up to 5 Product Listings on the Platform being free of charge with a basic membership (“Basic Plan”). For further Product Listings a premium membership (“Premium Plan”) is required. Until 30 June 2020, the Premium Plan will be free. After 30 June 2020 each member will have the option to either downgrade to a Basic Plan or continue the Premium Plan upon payment of the membership fee.

8.2. TRANSACTION FEE: Vegshelf charges Suppliers a transaction fee (“Transaction Fee”) on all completed Orders on the Platform or through the Services. The Transaction Fee is deducted from the payment collected from Buyers. Unless otherwise communicated in writing by us or noted on the Platform the Transaction Fee that will apply is 7% (including payment processor fees) of the Order value (incl. VAT and shipping fees). Vegshelf Transaction Fees are subject to VAT as applicable based upon your location, and a Vegshelf Transaction Fee invoice will be provided to you via email by the end of calendar month. 

We will not collect any fees without giving you a chance to review and accept them. Moreover, if our fees ever change, we will announce that on the Platform or via email.

8.3. TAXES: You are responsible for collecting and paying any taxes associated with using and making sales through the Platform and Services. 

8.4. PAYMENTS: Once the Buyer places an Order via the Platform, you as a Supplier need to accept or reject the Order request within 3 days. If you accept the request within this timeframe, the payment by the Buyer automatically goes through the Platform and you receive the payment directly to your bank account after you have delivered Product to Buyer. If you reject the Order request or don't accept it within 3 days, the transaction will be automatically cancelled, Buyer will not be charged and you will not get paid.

Once the payment is made by the Buyer, Vegshelf Transaction Fee for the Order will be automatically deducted. The remaining funds from the sale on the Platform will be deposited into your provided bank account once you have delivered Product to the Buyer and Buyer has updated the transaction status to "Completed" on the Platform. It is Buyer's responsibility to update transaction status on Vegshelf Platform no longer than within 30 days after receiving the Order.

Payments by Buyer are made using debit or credit card through our Platform. The Vegshelf Platform uses a third-party payment processor, Stripe (Stripe Inc., 510 Townsend Street, San Francisco, CA 94103, USA), to process all payments made via the Platform and Services. Stripe is licensed payment service provider compliant with European payments law (known as the second Payment Services Directive (PSD2)). 

Funds that are owed by the Buyer to you are never in the possession or control of Vegshelf. Instead, these funds are settled to Stripe’s regulated client money bank account for the benefit of the Supplier, before being paid out to the Supplier by Stripe. The regulated payment services are rendered by Stripe instead of Vegshelf.

You agree to the applicable terms for Stripe's services and Stripe Connect, which can be found here: https://stripe.com/en-de/ssa.

If the Buyer requests to return or cancel the Order and you accept such request, it is your responsibility to inform Vegshelf within 10 business days if an Order that was initially shown as placed and paid on the Platform has now been returned or cancelled by the Buyer, so that we can refund you the Transaction Fee.

8.5. BANK TRANSFER: Any payments made not using Platform’s payments functionality will be bound by the standard payment terms and conditions. Any Vegshelf Transaction Fee due will be invoiced to you by Vegshelf within 30 days of the Order being placed. Vegshelf reserves the right to temporarily or permanently suspend your account should you fail to settle any Transaction Fee invoices due by their install date.

8.6. AVOIDANCE OF TRANSACTION FEES IS FORBIDDEN: You agree not to carry out any practice on the Platform that could be recognised as trying to avoid the Transaction Fees or to take communication with Buyers off of the Platform, including but not limited to: 

a) advertising external shop information or in any other way encouraging Buyers to purchase Products off of the Platform;

b) offering a Buyer a lower price, more attractive discount structure or other preferred conditions to attract and invite Buyer making a direct off of the Platform payment instead of payment through the Platform.

You agree that such Transaction Fee avoidance will result in temporary or permanent termination of your access to the Services and Platform. 


9. 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.


10. 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 unless this disproportionately impairs the material obligations of Vegshelf due to the contract with the Supplier. 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), at our sole discretion, and without notice.


11. MARKETING AND ADVERTISING TO AND FROM THE PLATFORM

11.1. LINKS: You agree not to use any links to any external website that is not owned by you in your Product Listings (except the one specified in the website field in the company information section) that may violate any of these Terms. We reserve the right to remove link from the Platform without prior notice to you.

You may link our home page to advertise your Account or our Service and Platform among other potential users and/or Buyers and provided you do so only in a way that is fair, legal and does not damage our reputation.

11.2. NO SPAM POLICY: You agree not to use “spam” or unnecessarily repetitive information to market or sell products to any Buyer on the Platform and through Services. 

 
12. ELECTRONIC COMMUNICATIONS

You agree and consent to receive communication from us electronically. We will communicate with you by e-mail, phone or by posting notices on the Platform. You agree that all agreements, notices and other communications that Vegshelf provides to you electronically satisfy any legal requirements that such communications be in writing. 


13. DELETING YOUR ACCOUNT
You may terminate your Account or delete your Content from the Platform at any time through your Account settings or by contacting us by sending an e-mail to hello@vegshelf.com. When your Content is deleted, it will be removed from the Platform and Services. However, your Content may persist in backup copies and on the Vegshelf website for a reasonable period of time as determined by Vegshelf at its exclusive discretion.


14. TERMINATION 

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 at 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 hello@vegshelf.com. 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 at 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.


15. WARRANTY DISCLAIMER AND LIABILITY

15.1. The Supplier shall be solely liable for the goods and products sold, provided and delivered by the Supplier to Buyers or other person or any of the Supplier’s guarantees or warranties made in that respect through the Platform or Services.

15.2. 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.

15.3. To the fullest extent permitted by applicable law, the liability of Vegshelf for contractual breaches of duty and tort shall be limited to intent and gross negligence. This does not apply in cases of injuries to life, limb and health, claims due to delay as well as claims due to the breach of essential contractual obligations, i.e. obligations arising from the nature of the contract and the breach of which endangers the achievement of the purpose of the contract. In this respect, Vegshelf is liable for every degree of fault. In the event of a slightly negligent breach of essential contractual obligations, Vagshelf shall only be liable for the typically foreseeable damage, whereas that liability shall not exceed the total of the fees paid to us by you over the entire term of the contractual relationship. In all other respects no liability exists. Claims arising from the Product Liability Act shall remain unaffected.

15.4. 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 misuse of the Services (including any actions taken by a third party using your account), and (ii) your violation of these Terms. 

15.5. 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 regard to investigating, preparing for, or providing evidence in any pending or threatened action or claim brought under due to (i) your misuse of the Services (including any actions taken by a third party using your account), and (ii) your violation of these Terms.

16. ASSIGNMENT 

You are not allowed to assign, transfer, sublicense or delegate 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, assign, or delegate these Terms and our rights and obligations without consent.

17. DISPUTE RESOLUTION AND GOVERNING LAW; JURISDICTION

17.1. 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. 

17.2. If you are a merchant according to German law, a legal entity under public law or a special fund under public law, the place of jurisdiction shall be our registered office. However, we shall also be entitled to sue at the court of the Supplier’s place of residence.


18. MISCELLANEOUS 

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.

Legally relevant declarations and notifications regarding this contractual relationship must be made in writing or in electronic text.



Last revised on February 5, 2020


_________________________________


 Vegshelf Buyer Terms & Conditions 

1. INTRODUCTION

Please read these terms and conditions carefully and in detail before using www.vegshelf.com (the “Platform”) the services, and the content (as defined below) provided by Vegshelf UG (haftungsbeschränkt), 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 the Services and provide the terms and conditions under which Vegshelf provides its Services that will allow you to discover and buy products through the digital B2B marketplace Platform.

Your using the Services and the Content in any way means that you as a buyer (“Buyer”, collectively, “You” or “Your”), agree to these Terms and Conditions and the Privacy Policy. These terms will remain in effect while you use the Services. If you do not understand, read and agree to the terms, you must not use or access the Services in any manner. 

We explicitly reserve the right, in case of changes of legislation, of the case-law or of a change of our business model or economic circumstances, at our sole discretion, to change, edit, replace these terms at any time, 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 be sent via e-mail to you at least four 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. 

If you have any questions, comments, or concerns regarding these terms, please contact us at hello@vegshelf.com.


2. SUBJECT OF THE CONTRACT - THE VEGSHELF SERVICE

Vegshelf is an 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 (supermarkets, retail chains, independent retailers, restaurants, cafes, coffee shops, hotels, wholesalers, distributors, and foodservice companies) to discover, order and make payments through the platform for plant-based, vegan, consumer-packaged food products from manufacturers and suppliers (“Suppliers”) of such products. 

Additional services may be provided by Vegshelf. Those are subject to a separate contract.

The use of the Services for Buyers shall be free of charge. Successful transactions between Suppliers and Buyers on the Platform shall be without any transaction fee for the Buyer.

Vegshelf reserves the right to introduce a recurring membership fee, which will be communicated one month prior to any such pricing policy taking effect.

Access to the Services to you as a Buyer is granted only after your request has been received, and your information is verified, and access is granted by a Vegshelf employee.

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.


3. REGISTRATION OF BUYERS

3.1. APPLICABILITY OF THESE TERMS: Buyers who are willing to use the Services and want to create a Buyer account must agree to these terms and the Privacy Policy. By registering, you as a Buyer agree to provide all data truthfully and to keep it up to date also after registration and throughout the time of using the Services. 

3.2. ELIGIBILITY CRITERIA: When registering for a Buyer account, you represent and guarantee that you are an owner, employee or affiliate of a Buyer processing, offering or willing to offer plant-based, vegan, consumer-packaged food products for the business and/or trade purposes. These characteristics must be fulfilled by any person willing to use the Vegshelf Services as a Buyer.

We may change the Buyer eligibility criteria and/or refuse to offer the Services to you at any time without prior notice and without providing a reason. Any contracts between you as a Buyer and a Supplier on the platform or using our Services shall remain unaffected by us refusing to provide our Services to you.

3.3. ACCOUNT OPENING: You must register and request to open a Vegshelf Buyer account (“Account”) through either accepting an invitation from Vegshelf, another user or by submitting your information via Vegshelf’s online registration procedure. By registering and opening a Vegshelf Buyer Account, you confirm that you are at least 18 years old and legally capable of entering into binding contracts, and that all the information that you have submitted during the registration is correct. By opening an Account, you also confirm that you take all responsibility for your Account and all activity on it. Finally, when opening an Account and agreeing to these Terms you warrant that you are authorized to agree to these Terms on behalf of the organization or entity that you are representing when registering.

You are solely responsible for the creation of the Account in accordance with instructions provided on the Platform, unless agreed by Vegshelf in advance that we will assist with the creation of the Account. In case Vegshelf is helping with the Account creation, you are liable for making sure all the Content is correct before it is published on the Platform.

Before opening your Account and allowing access to the Platform, Vegshelf verifies your company information submitted by you during sign-up process, this includes but is not limited to company registration information, VAT number, business email addresses, and website details.

3.4. PASSWORD and SECURITY OF YOUR ACCOUNT: When registering and opening an Account with Vegshelf, you will need to choose a secure password. It is your sole responsibility to keep your password private and confidential from any unauthorized party. You must promptly notify us by sending an e-mail to hello@vegshelf.com if you believe that someone has used or has access to your Account without permission.

3.5. CONTACT AND COMPANY INFORMATION: When opening your Account, you promise to provide us with complete and updated company and contact information. It is your responsibility to keep your data up-to-date on your Account on the Platform. Your failure to provide us with accurate, complete, and updated contact and company information, may result in you not being eligible to access the Platform and Services.


4. CODE OF CONDUCT

4.1. FORBIDDEN ACTIONS: 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:

a. interfere with proper workings of the Services;

b. use any kind of manual or automated software or other tools to "crawl" or “spider” any page of the Platform; 

c. harvest any Content from the Services;

d. avoid or attempt to bypass any measures we may use to prevent or restrict access to the Services;

e. bypass any measures we have put in place to secure the Services;

f. try to damage or get unauthorized access to any system, password, data or other information, whether it belongs to Vegshelf or another party;

g. decompile, reverse engineer or otherwise attempt to obtain the source code, underlying ideas, information or algorithms relating to the Services;

h. create cognate works of the Services, including any separate part of the Services;

i. copy, lease or distribute your rights that you receive while using the Services;

j. take any action that imposes an unreasonable load on our infrastructure, as determined by us at our sole discretion.

4.2.  REVIEW SYSTEM: Our user review system aims to ensure trust between Suppliers and Buyers. You are prompted to rate and review the Supplier automatically after each transaction. A review consists of a) a positive or negative rating (thumbs up or down), and b) a free-form text comment. To ensure the quality and purpose of free-text reviews, Buyers are prohibited from posting content that:

a. is insulting, racist, discriminatory, sexist or contains pornographic elements,

b. fulfils a criminal offence, in particular the criminal offence of insulting, slandering, threatening, etc.

c. violates personal rights,

d. violates copyright and trademark rights or laws,

e. is of anti-competitive nature,

f. is spam including but not limited to double postings.

You can choose not to review the Supplier, however you cannot refuse a review from the Supplier after completed transaction.

Reviews are visible to everyone on each user’s profile page. Additionally, to help you evaluate the quality and trustworthiness of Supplier, you can see Supplier’s rating (percentage of positive ratings and number of ratings) on each Product Listing page.

4.3. The Buyer undertakes to observe applicable law when writing reviews and to ensure that no rights of third parties, of whatever kind, are infringed. Should the Buyer subsequently discover that the review/content created violates applicable law and/or the rights of third parties, the Buyer shall remove the relevant content immediately.

4.4. Vegshelf holds the sole right to edit or remove the content immediately if there are indications that the content and/or the target page and/or the environment of the target page of a link contained in the content are illegal and/or infringe the rights of third parties or could constitute a breach of public order, morality, recognised principles of morality or competition, trademark or copyright law or a breach of the obligations under Section 4.2. above.

4.5. LIABILITY FOR INFRINGEMENT OF CODE OF CONDUCT: You shall be liable for any damages or costs sustained by Vegshelf due to your infringement of the aforementioned provisions of this section.

 

5. COMMUNICATION AND PURCHASING THROUGH VEGSHELF PLATFORM

5.1. SUPPLIERS USING THE PLATFORM: Registered and verified Buyers get access to Vegshelf Platform to discover, directly communicate, place orders and do payments with professional trade Suppliers of all sizes and types, including but not limited to food startup companies, small and medium food manufacturers, wholesalers (e.g. distributors, importers).

Vegshelf does not act exclusively for any one Supplier, nor is affiliated with any particular Supplier. Any interactions, communication and transactions you have with Suppliers through the Platform and Services are solely between you and the Supplier. Vegshelf disclaims all liability in connection therewith.

Before allowing access to the Platform, Vegshelf verifies all Suppliers, this includes but is not limited to company registration information, email addresses, and website details.

5.2. COMMUNICATION: Vegshelf Platform enables you to directly communicate with Suppliers in several forms, such as direct messages using messaging feature on the Platform, and Order requests.

All the special information and questions regarding Product and Order, including but not limited to specific delivery terms that differ from the lead time mentioned on the Product Listing should be communicated directly with Supplier via messaging feature on the Platform.

5.3. SAMPLE REQUESTS: You can request free samples of the Product from the Suppliers who have identified on their Product Listing page that there are free samples available upon request. The request can be placed by sending a direct message to the Supplier via the Platform. However, Supplier is free to make a decision whether or not they want to send free samples to particular Buyer based on the fit for their business, even if they have identified that such free samples are available.

5.4. PLACING AN ORDER: You can place an Order directly to Suppliers for the Products you are interested in via the Platform by identifying the necessary number of units and pressing the “Order” button on the Product Listing page.

After receiving the Order request from you, the Supplier is responsible for responding to it within 72 hours or 3 days by accepting or rejecting the Order request.

If Supplier accepts your Order, the Supplier is entirely and solely responsible for Order processing and fulfilment, including but not limited to preparation of Order invoices, customer service and other aspects according to Supplier terms and policies.

If Supplier rejects your Order request or does not accept it within 3 days, the transaction will be automatically cancelled, you will not be charged, and Supplier will not get paid.

5.5. CONTRACT: The Supplier is forming a sales contract (“Sales Contract”) with you directly after you have placed an Order through the Platform and the Order has been accepted by Supplier. 

5.6. DELIVERY: The Supplier will deliver the products according to the Supplier’s terms and policies. Please refer to the Supplier’s company page to receive further information about the Supplier’s terms and policies.

On the platform products are listed with unit prices including shipping and VAT, thus there are no additional costs for shipping of products to your store, warehouse or other location within Germany.

5.7. RETURNS: Please contact the Supplier directly using the messaging feature via the Platform or otherwise in case of that you would like to return the Products purchased through the Services and Platform. Returns will be handled in accordance with the Suppliers existing terms and policies and the applicable law.


6. PAYMENTS

6.1. PAYMENT INFORMATION: When making an Order, you promise to provide complete and updated payment information. Your failure to provide with accurate, complete, and updated payment information, may result in you not being eligible to access the Platform and Services.

6.2. PAYMENTS: Once you place an Order from Supplier, Supplier is responsible for responding to it within 72 hours or 3 days by accepting or rejecting the Order request.

If Supplier accepts your Order, your payment automatically goes through the Platform. Funds that are owed by you to Supplier are never in the possession or control of Vegshelf. Instead, these funds are settled to Stripe’s regulated client money bank account before being paid out to the Supplier by Stripe. The regulated payment services are rendered by Stripe instead of Vegshelf.

Funds are being paid out to Supplier only after you have received the Product and you have marked transaction as completed on the Platform. Thus, it is your responsibility to mark the transaction as completed after you have received Product but no longer than 30 days after receiving the Product.

Payments are made using debit or credit card through our Platform. The Vegshelf Platform uses a third-party payment processor, Stripe (Stripe Inc., 510 Townsend Street, San Francisco, CA 94103, USA), to process all payments made via the Platform and Services. Stripe is a licensed payment service provider compliant with European payments law (known as the second Payment Services Directive (PSD2)). 

You agree to the applicable terms for Stripe's services and Stripe Connect, which can be found here: https://stripe.com/en-de/ssa.

If Supplier rejects your Order request or does not accept it within 3 days, the transaction will be automatically cancelled, you will not be charged, and Supplier will not get paid.

6.3. TAXES: Each party is responsible for their own tax duties, e.g. collecting and paying any taxes associated with using and making purchases through the Platform and Services. 

On the platform products are listed with unit prices including shipping and VAT.

 

7. 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.


8. 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 unless this disproportionately impairs the material obligations of Vegshelf due to the contract with the Buyer. 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), at our sole discretion, and without notice.

 

9. MARKETING AND ADVERTISING TO AND FROM THE PLATFORM

9.1. LINKS: You agree not to use any links to any external website that is not owned by you in your reviews or in other content created by you on the Platform that may violate any of these Terms. We reserve the right to remove the link from the Platform without prior notice to you.

You may link our home page to advertise our Service and Platform among other potential users and/or potential Suppliers and provided you do so only in a way that is fair, legal and does not damage our reputation.

9.2. NO SPAM POLICY: You agree not to use “spam” or unnecessarily repetitive information to market or sell your business to Suppliers on the Platform and through Services. 

 

10. ELECTRONIC COMMUNICATIONS

You agree and consent to receive communication from us electronically. We will communicate with you by e-mail, phone, mail or by posting notices on the Platform. You agree that all agreements, notices and other communications that Vegshelf provides to you electronically satisfy any legal requirements that such communications be in writing. 

 

11. DELETING YOUR ACCOUNT

You may terminate your Account or delete your Content from the Platform at any time through your Account settings or by contacting us by sending an e-mail to hello@vegshelf.com. When your Content is deleted, it will be removed from the Platform and Services. However, your Content may persist in backup copies and on the Vegshelf website for a reasonable period of time as determined by Vegshelf at its exclusive discretion. 

 

12. TERMINATION 

12.1. 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 at 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. 

12.2. 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 hello@vegshelf.com. 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 at its exclusive discretion. 

12.3. 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.


13. WARRANTY DISCLAIMER AND LIABILITY

13.1. The Supplier shall be solely liable for the goods and products sold, provided and delivered by the Supplier to Buyers or other person or any of the Supplier’s guarantees or warranties made in that respect through the Platform or Services.

13.2. 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.

13.3. To the fullest extent permitted by applicable law, the liability of Vegshelf for contractual breaches of duty and tort shall be limited to intent and gross negligence. This does not apply in cases of injuries to life, limb and health, claims due to delay as well as claims due to the breach of essential contractual obligations, i.e. obligations arising from the nature of the contract and the breach of which endangers the achievement of the purpose of the contract. In this respect, Vegshelf is liable for every degree of fault. In the event of a slightly negligent breach of essential contractual obligations, Vegshelf shall only be liable for the typically foreseeable damage.

13.4. 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 misuse of the Services (including any actions taken by a third party using your account), and (ii) your violation of these Terms. 

13.5. 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 regard to investigating, preparing for, or providing evidence in any pending or threatened action or claim brought due to (i) your misuse of the Services (including any actions taken by a third party using your account), and (ii) your violation of these Terms.

14. ASSIGNMENT 

You are not allowed to assign, transfer, sublicense or delegate 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, assign, or delegate these Terms and our rights and obligations without consent.


15. DISPUTE RESOLUTION AND GOVERNING LAW; JURISDICTION

15.1. 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. 

15.2. If you are a merchant according to German law, a legal entity under public law or a special fund under public law, the place of jurisdiction shall be our registered office. However, we shall also be entitled to sue at the court of the Buyer’s place of residence.

16. MISCELLANEOUS 

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.

Legally relevant declarations and notifications regarding this contractual relationship must be made in writing or in electronic text.


Last revised on February 5, 2020