General Terms and Conditions (T&C) for Partner Restaurants

1. Contracting parties and FoodRaccoon’s role

FoodRaccoon operates an intermediation platform. The purchase contract for the ordered food and drinks is concluded directly between the end customer and the restaurant; the restaurant is the seller and supplying business. FoodRaccoon does not become a party to that purchase contract and acquires no ownership of the food.

FoodRaccoon provides the restaurant with an intermediation service by brokering end-customer orders via the FoodRaccoon service and organising payment processing through the payment provider Stripe (www.stripe.com). FoodRaccoon’s remuneration is governed by Section 4 (commission) and Section 5 (monthly base fee).

2. The restaurant’s services and obligations

You undertake to provide food and drinks via the FoodRaccoon service for pickup at the restaurant and to comply with all applicable laws and standards on the preparation, marketing and sale of food. You are solely responsible for the safe preparation and quality of all meals and for ensuring that all meals match the descriptions and information provided via the FoodRaccoon service (in particular regarding additives and allergens).

You determine and set the retail price for all meals (the “Retail Price”), but undertake not to set it higher than the amount you charge for comparable meals in the restaurant. Unless the Order Form provides otherwise, you are the seller and retailer of all meals for the purpose of collecting and remitting applicable VAT.

3. Platform account, payment processing and servicing by FoodRaccoon

For payment processing, FoodRaccoon uses a Stripe account connected to the restaurant under both fee models described below (Section 4). Which model applies to the restaurant follows from the Order Form.

Under the model with a separate payment-processing fee (Section 4(a)), the restaurant has its own Stripe account with dashboard access and deals with matters of payment processing directly with Stripe.

Under the model with a single commission (Section 4(b)), FoodRaccoon sets up a FoodRaccoon-managed connected Stripe account for the restaurant. The information and evidence required for activation (identity, bank details, tax information) is collected by Stripe directly from the restaurant on a Stripe-hosted page; the restaurant completes this verification (“KYC”) itself via a single-use link provided to it. FoodRaccoon does not collect or store this identity and bank data. Under this model, the restaurant does not receive its own Stripe access or Stripe dashboard; FoodRaccoon services the restaurant through its administrative system (“Servicing”) and, in that context, provides information and handling regarding payouts, payments, refunds, chargebacks and tax documents. For traceability, a change of the stored bank details is made solely by the restaurant re-entering its bank details itself via a newly provided link; FoodRaccoon does not change bank details itself.

You must provide us with current, complete and correct information (in particular on your tax status and account details) and notify us of changes without undue delay. Please direct enquiries to [email protected].

4. Commission and fee models

Which of the two fee models below applies to the restaurant follows from the Order Form. The level of the fees is determined solely by the Order Form; these Terms deliberately do not state a fixed rate.

(a) Model with a separate payment-processing fee (existing model): FoodRaccoon invoices the restaurant the intermediation fee stated in the Order Form; the payment-processing fees of our partner Stripe are borne by the restaurant, which settles them directly with Stripe. Under this model, the restaurant receives two separate statements: an invoice from FoodRaccoon for the intermediation fee and a separate statement from Stripe for the payment-processing fee.

(b) Model with a single commission (including payment processing): FoodRaccoon receives a single commission in the amount stated in the Order Form (a percentage of the order value) plus statutory VAT (currently 19%). This commission covers all costs of our partner Stripe associated with payment processing; there is no separate pass-through of payment-processing fees, except for the fee governed by Section 6 in the event of a payment dispute (chargeback) decided against the restaurant. The commission is withheld automatically per order at payment as a platform fee (Stripe “application fee”) from the end customer’s payment; the restaurant has no Stripe dashboard of its own, and FoodRaccoon handles the administration of payment processing (servicing).

Fee base (both models): The fees are calculated on the order’s Retail Price after deduction of any restaurant promotions. FoodRaccoon promotions (platform-funded discounts) do not reduce the fee base, since FoodRaccoon credits the restaurant the full Retail Price plus the marketing subsidy (see Section 9).

The intermediation service is deemed rendered and the commission or fee earned as soon as the restaurant accepts the respective order. If the restaurant rejects an order before accepting it, no commission arises (see Section 6). FoodRaccoon issues the restaurant a VAT-compliant invoice within the meaning of § 14 UStG (with net amount, tax rate and tax amount) for the commissions or fees earned in a billing period.

FoodRaccoon is entitled to change the rate stated in the Order Form. The change is notified to the restaurant by email to the address on file and takes effect four (4) weeks after receipt of the notice. The restaurant has a special right of termination within those four weeks.

5. Monthly base fee and SEPA direct debit mandate (model (b) only)

In addition to the single commission under Section 4(b), the Order Form may provide for a monthly base fee. Where the Order Form provides for a monthly base fee, it is collected by SEPA core direct debit. For this purpose the restaurant grants FoodRaccoon a SEPA direct debit mandate by entering its IBAN once on a Stripe-hosted page and confirming the mandate. On the basis of this mandate, the base fee is collected automatically each month.

For the monthly base fee, FoodRaccoon issues the restaurant a VAT-compliant invoice within the meaning of § 14 UStG (with net amount, tax rate of currently 19%, tax amount and service period).

If the Order Form does not provide for a monthly base fee, or states it as zero (0), no base fee applies; in that case only the commission under Section 4 applies. A later activation or change of the base fee is notified to the restaurant separately.

6. Commission on rejection, refund and chargeback

The following rules on the treatment of the commission apply to the model with a single commission (Section 4(b)):

(a) Rejection before acceptance: If the restaurant rejects an order before accepting it, the end customer is refunded in full and no commission arises; any commission already withheld is returned in full to the restaurant, since no intermediation service was rendered.

(b) Refund after acceptance: If the restaurant refunds an already-accepted order in whole or in part, the end customer is refunded accordingly; the commission, however, remains due, as the intermediation service was already rendered upon acceptance. A cancellation invoice is issued for the refund to the end customer.

(c) Chargeback: If a payment is definitively decided against the restaurant following an end customer’s payment dispute, FoodRaccoon returns the commission attributable to that order to the restaurant. The fee charged by our payment provider Stripe for handling such a dispute is borne by the restaurant in this case. If the commission was already billed on a preceding monthly invoice, the VAT correction under § 17 UStG is made by a corresponding correction line on the next monthly invoice or by a separate invoice correction.

Under the model with a separate payment-processing fee (Section 4(a)), the treatment of the intermediation fee follows the Order Form; the restaurant settles the payment-processing fees directly with Stripe.

7. Issuance of invoices in the restaurant’s name (§ 14 (2) sentence 6 UStG)

The restaurant hereby expressly authorises and mandates FoodRaccoon to issue the invoices for the services rendered by the restaurant to the end customers (food and drinks) in the name and on behalf of the restaurant (issuance by a third party pursuant to § 14 (2) sentence 6 UStG). This authority applies for the duration of the business relationship and covers the creation, dispatch and archiving of these invoices in electronic form via the FoodRaccoon service.

This is expressly not a credit note (“Gutschrift”) within the meaning of § 14 (2) sentence 4 UStG (under which the recipient of the service invoices for the service rendered to it), but an outsourced issuance of the supplying restaurant’s own invoice; for VAT purposes the invoice is deemed to be the restaurant’s invoice.

The restaurant remains responsible for the VAT correctness of the invoices issued in its name. In particular, it is obliged to provide FoodRaccoon with a correct VAT identification number (USt-IdNr.) or tax number and the tax rates applicable per product (e.g. 7% for food, 19% for drinks) and to notify changes without undue delay.

If the restaurant relies on the small-business scheme under § 19 UStG, FoodRaccoon does not show VAT separately on the invoices issued in the restaurant’s name and includes the corresponding § 19 UStG notice. The restaurant undertakes not to issue its own invoices for orders processed via the FoodRaccoon service for the duration of this authorisation, in order to avoid double issuance.

8. VAT and tax information

Since the purchase contract for the food is concluded directly between the end customer and the restaurant, the restaurant is solely responsible for the correct determination, statement and remittance of VAT. FoodRaccoon does not carry out an independent review of the level or application of VAT.

The restaurant ensures that FoodRaccoon at all times has the information required for proper invoicing, in particular a valid USt-IdNr. or tax number (§ 14 (4) UStG) and the tax rates applicable per product.

The restaurant indemnifies FoodRaccoon against all back taxes, interest, penalties and associated costs arising from the restaurant providing incorrect tax information, incorrectly determining or remitting VAT, or failing to provide required information in time.

9. Promotions and discounts

FoodRaccoon and the restaurant may each run discount promotions. A distinction is made between two types, which differ fundamentally in funding and tax treatment.

(a) FoodRaccoon promotions (platform-funded discounts): Discounts funded by FoodRaccoon (e.g. welcome or promotional discounts) do not reduce the amounts payable to the restaurant. The end customer pays a reduced amount; FoodRaccoon settles the difference to the full Retail Price as a marketing subsidy via a separate Stripe transfer to the restaurant’s connected Stripe account. For VAT purposes, the marketing subsidy is third-party consideration within the meaning of § 10 (1) sentence 2 UStG. The restaurant acknowledges that the VAT base for the supply to the end customer is determined by the full (non-discounted) Retail Price and that VAT is to be calculated and remitted accordingly on the full Retail Price.

(b) Restaurant promotions (restaurant-funded discounts): Price reductions borne by the restaurant reduce the Retail Price. In this case the VAT base is determined by the amount actually paid by the end customer (reduced). You undertake to inform FoodRaccoon at [email protected] at least one (1) business day before cancelling a restaurant promotion.

(c) Combination (stacking): Where both types are applied to one order, the restaurant promotion is applied first to the Retail Price; the FoodRaccoon promotion is then calculated on the remaining amount. FoodRaccoon may restrict or exclude combinability.

If an order with a FoodRaccoon promotion is refunded in whole or in part, FoodRaccoon reclaims the paid marketing subsidy in whole or pro rata (by way of a Stripe transfer reversal or by offsetting against future payouts). The restaurant authorises FoodRaccoon to do so.

10. Payouts and monthly settlement

The proceeds from the restaurant’s orders — after deduction of the intermediation fee under the existing model (Section 4(a)), or after deduction of the commission under the single-commission model (Section 4(b)) — are paid out via Stripe on Stripe’s usual payout schedule to the bank account provided by the restaurant. Under the existing model, the restaurant manages payouts via its own Stripe dashboard; under model (b), payouts are handled by Stripe and the restaurant may request the payout status and history as part of the servicing by FoodRaccoon (Section 3).

Any FoodRaccoon marketing subsidies (Section 9) are, under both models, paid out as a separate Stripe transfer to the Stripe account connected to the restaurant. FoodRaccoon is entitled to reclaim marketing subsidies already paid out in the event of cancellations, refunds or corrections by way of a Stripe transfer reversal or by offsetting against future payouts; this applies regardless of the agreed fee model.

At the end of each billing period (usually monthly), FoodRaccoon provides the restaurant with a settlement statement (“Merchant Settlement Statement”) containing at least: a (gross) revenue overview before deduction of FoodRaccoon promotions; a list of restaurant promotions; a list of the FoodRaccoon marketing subsidies paid out (with the note that these are third-party consideration pursuant to § 10 (1) sentence 2 UStG); a list of corrections and cancellations; the intermediation fees or commissions; and the net payout amount.

You undertake to review the amounts and transactions invoiced to you via the FoodRaccoon service regularly and to notify FoodRaccoon of any discrepancies in writing within thirty (30) days of the invoice or transaction. After this period, the invoice or transaction is deemed accepted.

11. Use of the service, food safety and alcohol

You may use the service only within the scope of these Terms and applicable law. The service is currently not intended for use outside Germany; by using it, you represent that you are located in Germany. We may suspend or discontinue provision of the service if you fail to comply with these Terms or if misconduct is suspected.

You comply with all laws and standards on the preparation, marketing and sale of food, including menu and allergen disclosure. FoodRaccoon does not carry out an independent review and is not liable for the preparation of the food or for your statements about your meals.

If you sell alcoholic drinks, you represent that you hold the necessary licence; the recipient must be at least 18 years old at pickup and provide identification on request. FoodRaccoon does not supervise the sale of alcoholic drinks and assumes no liability for it. The service is not intended for persons under 18 years of age.

12. Intellectual property, data and content

The service is protected by copyright, trademark, trade-secret and other rights. These Terms grant you no rights to FoodRaccoon’s trademarks, logos or other brand features, except for the licence below.

You grant FoodRaccoon a non-exclusive, worldwide, royalty-free, transferable and revocable licence to use the trademarks, meal names, descriptions, logos and content you provide, limited to use in connection with the service and to the uses you have approved. FoodRaccoon grants you a non-exclusive, non-transferable and revocable licence to use the FoodRaccoon trademarks solely to promote the service on your premises in accordance with our guidelines.

All personal data is subject to the Privacy Policy. You undertake to use end customers’ personal data only to fulfil orders via the service and not for other purposes (in particular not for your own marketing). You bear sole responsibility for all content you provide via the service (“user submissions”) and represent that it is accurate and lawful.

13. FoodRaccoon account and provided devices

You need a FoodRaccoon account to use the service. You keep your password confidential and are responsible for all activity via your account. You must notify us of any unauthorised use without undue delay at [email protected].

If FoodRaccoon provides you with devices for accessing the service, these remain FoodRaccoon’s property and may be used only in connection with the service and not passed on to third parties. Upon termination of the contract or on request, you return the devices within ten (10) days at your own expense. In the event of loss or damage beyond normal wear and tear, or if you fail to return the devices in time, you pay FoodRaccoon 400 euros per device (or the fee stated in the Order Form).

14. Warranty, liability and indemnity

To the extent permitted by law and subject to commitments expressly stated in these Terms, the service is provided “as is”; FoodRaccoon excludes implied warranties.

To the extent permitted by law, FoodRaccoon and its affiliated persons are not liable for lost profit, lost revenue or data, or for indirect, special or consequential damages. To the extent permitted by law, total liability for claims under these Terms or the Order Form is limited to 300 euros. Mandatory statutory liability (in particular for intent and gross negligence, for breach of material contractual obligations, and under the Product Liability Act and for injury to life, body or health) remains unaffected.

If FoodRaccoon is prevented from performing by force majeure or other causes beyond its control, the performance period is extended accordingly.

You indemnify FoodRaccoon against claims and costs (including reasonable legal costs) arising from your use or misuse of the service, from a breach of these Terms, or from the infringement of third-party rights. In the event of a VAT audit, you provide FoodRaccoon with the requested information within a reasonable period and indemnify FoodRaccoon against VAT, penalties and interest based on your tax information.

15. Term and termination

You may terminate your use of the service at any time by written notice to us; upon receipt of the termination, FoodRaccoon discontinues the services within one week.

We may suspend or terminate your access to the service with immediate effect if you breach these Terms or use the service in a way that poses a risk of harm or loss to us or other users. Statutory termination rights remain unaffected.

16. Final provisions

We notify you of changes to these Terms by a notice at https://www.foodraccoon.com/restaurant-terms, by email and/or otherwise. If you continue to use the service after a change takes effect, the changes are deemed accepted.

If FoodRaccoon does not immediately enforce a provision, this does not constitute a waiver. If a provision is invalid, the remaining provisions remain effective. You may not assign your rights under these Terms; FoodRaccoon may assign its rights to affiliated companies or legal successors. These Terms create no third-party rights.

This agreement is drawn up in German, which is authoritative in every respect; versions in other languages are for convenience only. The law of the Federal Republic of Germany applies.