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

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

2. Welcome to FoodRaccoon!

These FoodRaccoon Restaurant Terms of Use ("Terms") form part of the Order Form and Agreement for the Restaurant (the "Order Form").

These Terms and the Order Form govern your use of and access to our websites, applications, products, and services. The services are provided by Raccoon Services UG (haftungsbeschränkt) ("FoodRaccoon"). As between you and FoodRaccoon, in the event of a conflict between the Partner Terms and these Terms, these Terms shall prevail.

3. Restaurant Services

Restaurant Responsibilities

You agree to make meals, food, and beverages from the restaurant available for pick-up at the restaurant through the FoodRaccoon app (FoodRaccoon Service) and to comply with all applicable laws, rules, regulations, and standards relating to the preparation, marketing, and sale of food. You bear sole responsibility for the safe preparation and quality of all meals and ensure that all meals correspond to the descriptions and other information provided through the FoodRaccoon Service.

Meal Pricing

You are responsible for determining and setting the retail price for all meals (the "Retail Price"), but agree not to set the Retail Price higher than the amount you charge for similar meals at the restaurant. Unless expressly stated otherwise in an Order Form, you are the "retailer" or "seller" of all meals for the purposes of collecting and remitting applicable (sales) tax. You alone are responsible for determining the applicable sales tax and communicating it to FoodRaccoon. FoodRaccoon will collect the price stated by you (including communicated tax) for the products ordered by the end customer. You alone are responsible for the timely remittance of sales tax. FoodRaccoon does not independently verify the amount of sales tax or the application of sales tax to the meals.

You agree that FoodRaccoon may, at its sole discretion and regardless of whether this is expressly stated in a corresponding Order Form, collect and remit sales and use taxes in countries where FoodRaccoon acts as a marketplace facilitator (or similar designation) and may be required by applicable law to collect and remit sales and use taxes.

You agree that neither FoodRaccoon nor any representative or contractor providing services on behalf of FoodRaccoon owns or acquires any ownership interest in the meals you create or make available through the FoodRaccoon Service. For the avoidance of doubt, FoodRaccoon reserves the sole right and discretion to charge fees to FoodRaccoon end users in connection with the services.

Promotions and Discounts

General

FoodRaccoon and the restaurant may each run discount promotions on meals offered through the FoodRaccoon Service. A distinction is made between two types of discount promotions, which differ fundamentally in their funding, tax treatment, and settlement processing:

(a) FoodRaccoon Promotions (Platform-Funded Discounts)

From time to time, FoodRaccoon may, at its sole discretion, offer special discounts on meals ("FoodRaccoon Promotions"). FoodRaccoon Promotions are funded exclusively by FoodRaccoon and do not reduce the amounts otherwise payable to the restaurant. This includes, but is not limited to: welcome discounts for new customers, platform-wide promotions, time-limited special offers, and individual discount codes.

For FoodRaccoon Promotions, the end customer pays a reduced amount. FoodRaccoon reimburses the restaurant for the difference between the full Retail Price and the amount paid by the end customer as a marketing subsidy ("FoodRaccoon Marketing Subsidy") by means of a separate transfer via the payment service provider Stripe to the restaurant's connected Stripe account (hereinafter "Stripe Transfer").

FoodRaccoon Promotions do not constitute a reduction of the Retail Price. The FoodRaccoon Marketing Subsidy constitutes consideration from a third party within the meaning of Section 10(1) sentence 3 of the German VAT Act (UStG) (for further details, see the section "Tax Treatment of Discount Promotions").

(b) Restaurant Promotions (Restaurant-Funded Discounts)

The restaurant and FoodRaccoon may also from time to time mutually agree on price reductions for meals ("Restaurant Promotions") that are borne by the restaurant. For Restaurant Promotions, the restaurant reduces the Retail Price of its meals. The VAT assessment basis in this case is determined by the reduced price actually paid by the end customer.

Restaurant Promotions can be set up by the restaurant via the interfaces and features provided by FoodRaccoon, or set up by FoodRaccoon in agreement with the restaurant.

You acknowledge that the short-notice cancellation of promotions may damage the reputation of FoodRaccoon, and agree to notify FoodRaccoon at office@foodraccoon.com at least one (1) business day prior to the cancellation of Restaurant Promotions, subject to a contractual penalty of EUR 400 for non-compliance.

(c) Combining Promotion Types (Stacking)

FoodRaccoon Promotions and Restaurant Promotions may under certain conditions be applied simultaneously to an order ("Stacking"). In this case, Restaurant Promotions are applied to the Retail Price first, before FoodRaccoon Promotions are calculated on the remaining amount. FoodRaccoon reserves the right to restrict or exclude the combination of promotions.

Tax Treatment of Discount Promotions

(a) General Principle

Since the purchase agreement for meals is concluded directly between the end customer and the restaurant, the restaurant alone is responsible for the correct determination and remittance of VAT. The following provisions serve to clarify the VAT treatment of the respective discount types.

(b) Restaurant Promotions (Price Reduction)

Restaurant Promotions constitute a price reduction by the seller. The VAT assessment basis pursuant to Section 10(1) UStG is determined by the actual (reduced) consideration paid by the end customer. VAT is to be calculated and remitted on the reduced amount.

(c) FoodRaccoon Promotions (Consideration from a Third Party)

For FoodRaccoon Promotions, the restaurant receives the full Retail Price: one part as payment from the end customer and the remaining part as the FoodRaccoon Marketing Subsidy (Stripe Transfer). The restaurant hereby expressly acknowledges and confirms that:

the FoodRaccoon Marketing Subsidy constitutes consideration from a third party within the meaning of Section 10(1) sentence 3 UStG;

the VAT assessment basis for the supply to the end customer is determined by the full (undiscounted) Retail Price, not by the amount actually paid by the end customer;

the restaurant is obligated to calculate and remit VAT on the full Retail Price (including the FoodRaccoon Marketing Subsidy);

the restaurant will inform its tax advisor of the existence and operation of FoodRaccoon Promotions and the associated marketing subsidies.

The restaurant indemnifies FoodRaccoon against all claims, additional tax assessments, interest, and penalties resulting from the restaurant having calculated or remitted VAT on the basis of a lower amount than the full Retail Price.

(d) Combination of Both Discount Types

If both Restaurant Promotions and FoodRaccoon Promotions are applied to an order, the VAT assessment basis is determined as follows: the Retail Price is first reduced by the Restaurant Promotion (reduced assessment basis). The FoodRaccoon Marketing Subsidy is applied to the already reduced amount and does not further increase the assessment basis, but constitutes consideration from a third party that does not reduce the assessment basis below the amount remaining after deduction of the Restaurant Promotion.

Invoicing and Power of Attorney

(a) Power of Attorney for Invoicing (Self-Billing Mandate)

The restaurant hereby expressly and irrevocably authorises FoodRaccoon for the duration of the business relationship to issue invoices to end customers in its name and on its account. This authorisation includes the creation, sending, and archiving of invoices in electronic form via the FoodRaccoon Service.

The restaurant undertakes not to issue its own invoices for orders processed via the FoodRaccoon Service during the term of this authorisation, in order to avoid duplicate issuance.

(b) Invoice Content for FoodRaccoon Promotions

Invoices issued in the name of the restaurant to end customers for FoodRaccoon Promotions show the full Retail Price (after deduction of any Restaurant Promotion, if applicable) as the VAT assessment basis. The FoodRaccoon Marketing Subsidy is shown separately on the invoice as "FoodRaccoon Voucher", "FoodRaccoon Bonus" or a comparable term and does not reduce the VAT amount shown.

(c) Credit Note Agreement (Section 14(2) sentence 2 UStG)

The restaurant hereby agrees that FoodRaccoon documents the payment of FoodRaccoon Marketing Subsidies by way of a credit note pursuant to Section 14(2) sentence 2 UStG. The credit note is shown as a separate item in the monthly settlement (Merchant Settlement Statement) and contains the note that the payment constitutes consideration from a third party pursuant to Section 10 UStG and is made in the credit note procedure. The restaurant undertakes not to object to the credit note, provided it is correct in content.

Payment

As consideration for the FoodRaccoon Service, FoodRaccoon will invoice you for all brokerage fees listed in the Order Form and set by FoodRaccoon at its sole discretion ("Fees"), but not the payment service fees of our partner Stripe (www.stripe.com), and you agree to pay these fees. The FoodRaccoon brokerage fee as well as all payment service fees of our partner Stripe related to the order are offset directly against the partner restaurant upon receipt of payment and depend on the respective payment method chosen by the end customer.

FoodRaccoon reserves the right to unilaterally amend the brokerage fee stated in a partner restaurant's Order Form. Any increase will take effect following written notice to the email address on file for the partner restaurant within 4 weeks. The partner restaurant is granted a special right of termination within these 4 weeks.

For the avoidance of doubt, all fees are calculated on the basis of the total gross merchandise value of all products sold by you during the relevant period. Gross merchandise value means the revenue you generate after deduction of FoodRaccoon Promotions, but possibly before deduction of payment service fees, brokerage fees, applicable sales, use, and similar taxes, as well as corporate and franchise deductions, discounts, commissions, and similar adjustments.

We will credit the full Retail Price collected for all products sold by you via the FoodRaccoon Services to your linked Stripe account, plus taxes collected on your behalf, minus:

Fees charged by FoodRaccoon (e.g. brokerage fees, service fees);

payment service fees charged by Stripe;

any Restaurant Promotions; and

any refunds (including refunds for food safety reasons) to your customers.

Payout for FoodRaccoon Promotions

For orders to which a FoodRaccoon Promotion has been applied, the restaurant receives, in addition to the amount paid by the end customer, a FoodRaccoon Marketing Subsidy equal to the discount amount funded by FoodRaccoon. This is transferred as a separate Stripe Transfer from FoodRaccoon's Stripe platform account to the restaurant's connected Stripe account. The marketing subsidy is generally transferred within 48 hours of order confirmation. In the event of a temporary transfer error, an automatic retry will occur.

Netting Clause

The restaurant authorises FoodRaccoon to offset already disbursed FoodRaccoon Marketing Subsidies against future payments to the restaurant in the event of cancellations, refunds, or corrections. This includes in particular the reclaiming of marketing subsidies in the event of full or partial refunds to the end customer (for further details, see the section "Refunds for Discount Promotions"). FoodRaccoon is entitled to carry out the offset by way of a Stripe Transfer Reversal or by deduction from future credits.

Refunds for Discount Promotions

In the event of a refund to the end customer (both for orders not accepted via the FoodRaccoon Service in the FoodRaccoon Merchant App and for manual refunds via the partner restaurant's Stripe account), the following rules apply:

(a) Orders Without FoodRaccoon Promotion

The full Retail Price is refunded to the end customer. The FoodRaccoon brokerage fee or Stripe payment service fee is not refunded to the partner restaurant.

(b) Orders With FoodRaccoon Promotion (Full Refund)

In the case of a full refund, the end customer receives back the entire amount paid by them. The FoodRaccoon Marketing Subsidy previously transferred to the restaurant is reclaimed by FoodRaccoon by way of a Stripe Transfer Reversal. The brokerage fee and the Stripe payment service fee are not refunded.

(c) Orders With FoodRaccoon Promotion (Partial Refund)

In the case of a partial refund, the FoodRaccoon Marketing Subsidy is reclaimed on a pro-rata basis, where the proportion is determined by the ratio of the refunded amount to the total order value.

(d) Orders With Restaurant Promotion

For orders that contain only a Restaurant Promotion, the actual amount paid by the end customer (the reduced amount) is refunded. Since no FoodRaccoon Marketing Subsidy was paid out, no reclaim by FoodRaccoon occurs in this respect.

(e) Documentation

All refunds and reversals are shown on the monthly Merchant Settlement Statement as "Marketing Subsidy Correction / Cancellation" so that the restaurant can properly record them in its accounts.

Monthly Settlement (Merchant Settlement Statement)

FoodRaccoon will provide the restaurant with a settlement document ("Merchant Settlement Statement") at the end of each payment period (generally monthly), containing at least the following information:

Revenue Overview (Gross): Breakdown of revenue generated via the FoodRaccoon Service before deduction of FoodRaccoon Promotions. This amount forms the basis for the restaurant's VAT advance return;

Breakdown of Restaurant Promotions: Amount of restaurant-funded discounts per order and as a total amount;

Settlement of FoodRaccoon Marketing Subsidies (Credit Note): Tabular breakdown of marketing subsidies paid out to the restaurant per order, including the note: "This payment constitutes consideration from a third party pursuant to Section 10 UStG and is made in the credit note procedure.";

Corrections and Cancellations: Breakdown of all Stripe Transfer Reversals and offsets with details of the affected orders;

Breakdown of FoodRaccoon brokerage fees; and

Net payout amount to the restaurant.

Invoices for brokerage fees are sent separately to the partner restaurant. Invoices related to the payment service fee are received by the restaurant from the payment service partner Stripe.

You agree to promptly and regularly review and confirm all invoices, transactions, fees, and other charges billed to you via the FoodRaccoon Service, and to notify FoodRaccoon promptly of any discrepancies within thirty (30) days of the invoice or transaction. Any such invoice, transaction, fee, or charge shall be deemed accepted and confirmed if you do not submit a written complaint or objection within the thirty (30) day period.

4. Use of Our Services

Use

You may only use our services in accordance with these Terms and within the bounds of applicable law. Our services are at this time not designed for use outside of Germany, and by using our services you represent to us that you are located in Germany. You agree not to interfere with or attempt to access our services by any means other than the interface and instructions provided by us. We may suspend or terminate the provision of our services to you if you do not comply with our Terms or policies or if we detect a suspicion of misconduct.

Food Safety

By using the services, you agree to comply with all applicable laws, rules, regulations, and standards relating to the preparation, marketing, and sale of food, including all laws, rules, regulations, and standards regarding the proper preparation of food and menu disclosure, and you agree that FoodRaccoon is not liable for the preparation of food. FoodRaccoon does not independently verify and is not liable for your information about your food, including all descriptions, statements, or representations you make in connection with your menu (in particular with regard to additives and allergens).

Intellectual Property

The services are protected by copyright, trademarks, trade secrets, and other German and foreign laws. These Terms or your use of the services do not grant you any rights, title, or interest in the services, in the content of others in the services, or in the trademarks, logos, or other brand features of FoodRaccoon. We welcome feedback, but note that we may use comments or suggestions without any obligation to you.

You agree to grant FoodRaccoon a non-exclusive, worldwide, royalty-free, transferable, and revocable licence to use the trademarks, service marks, trade names, food names, food descriptions, logos, designs, and other designations, copies, or marks that you use in connection with your business or other content that you post, upload, share, store, or otherwise make available through the services. This licence is expressly limited to: (i) uses by FoodRaccoon in connection with the services; and (ii) uses expressly approved by you in writing.

You are hereby granted a non-exclusive, non-transferable, and revocable licence to use the trademarks, service marks, trade names, logos, designs, and other designations, copies, or marks used by FoodRaccoon in connection with the FoodRaccoon Service ("FoodRaccoon IP"), solely for the purpose of advertising the FoodRaccoon Service on your premises, provided that you agree to use the FoodRaccoon IP solely in accordance with the rules and guidelines provided by us. You also agree to immediately cease use of FoodRaccoon IP upon request by FoodRaccoon or upon termination or expiry of the Order Form.

Data

FoodRaccoon may provide you with aggregated information about products, refunds, and other metrics. All personal data is subject to the Privacy Policy, and you agree to comply with the Privacy Policy with respect to personal data. In addition, you agree to use personal data only for the processing of orders via the services and not for any other purposes (including marketing).

Product Changes

Our services are constantly evolving. As a result, the services may change from time to time at our discretion. We may discontinue providing the services or certain features within the services to you or to users in general (permanently or temporarily).

Notices

In connection with your use of the services, we may send you service announcements, administrative messages, and other information. You have the option to opt out of some of these communications.

Age Requirement

Our services are not intended for and may not be used by persons under the age of 18. By using our services, you represent to us that you are over 18 years of age.

FoodRaccoon Terminals (Devices)

FoodRaccoon may provide you or your restaurant with mobile or other devices for accessing FoodRaccoon services. You agree to use the devices only in connection with the FoodRaccoon services, and that the devices may not be transferred, lent, sold, or otherwise made available to third parties. The devices remain the property of FoodRaccoon at all times, and upon expiry or termination of the Order Form or these Terms or upon request by FoodRaccoon, you shall return all devices to FoodRaccoon within ten (10) days at your own expense. In the event of loss or damage to the device(s) beyond normal wear and tear, or if you fail to return all devices to FoodRaccoon within this period, you agree to pay EUR 400 (or the fee stated in the Order Form) for each such device to FoodRaccoon.

Current Information Required

You must provide current, complete, and accurate information for your Stripe account. You are required to promptly update all information for your billing account so that it is current, complete, and accurate, and you must promptly notify us or our payment processor if your payment method is cancelled or if you become aware of a possible security breach.

Provisions on Alcoholic Beverages

If you place an order at a restaurant that holds a licence for the sale of alcoholic beverages, you confirm that both you and, if different, the final recipient of the order are at least 18 years of age and that the recipient must present an official ID when collecting the order. You acknowledge that FoodRaccoon does not supervise, direct, control, or monitor the restaurant in connection with the sale of alcoholic beverages and expressly disclaims any responsibility and liability in connection with such sale.

5. FoodRaccoon Account

You need a FoodRaccoon account to use our services (a "FoodRaccoon Account"). To protect your FoodRaccoon account, keep your password confidential. You are responsible for all activity that takes place on or through your FoodRaccoon account. If you become aware of any unauthorised use of your password or FoodRaccoon account, contact us at office@foodraccoon.com.

6. Privacy

Privacy Policies

Our Privacy Policies describe how we handle the information you provide to us when using our services. By using the services, you agree that FoodRaccoon may store, process, and use this data (as set out in the Privacy Policies).

7. Your Content in Our Services

Your Ownership

Some of our services allow you to upload, submit, store, send, or receive content. You retain ownership of any intellectual property rights you hold in that content.

Everything you post, upload, share, store, or otherwise make available through the services is your "user submission". You bear sole responsibility for all user submissions you contribute to the services. You represent that all user submissions you submit are accurate, complete, and current, and comply with all applicable laws, rules, and regulations.

You agree not to post, upload, share, store, or otherwise make available through the services any user submissions that: (i) infringe the copyrights or other rights of third parties; (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty; (vii) promote fraudulent schemes or dubious enterprises; or (viii) violate laws.

8. Disclaimers

Except for the additional terms expressly stated in these Terms or approved in writing by FoodRaccoon, neither FoodRaccoon nor its third-party suppliers, distributors, or licensors make any specific representations with respect to the services. We provide the services on an "as is" basis. To the extent permitted by law, we (and our third-party suppliers, distributors, and licensors) hereby disclaim all warranties, including all implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

9. Liability for Our Services

FoodRaccoon and the former, current, and future officers, agents, shareholders, members, representatives, employees, successors, and assignees of FoodRaccoon (the "FoodRaccoon Parties") shall not be liable, to the fullest extent permitted by law, for lost profits, revenues, or data, financial losses, or indirect, special, consequential, exemplary, or punitive damages. To the extent permitted by law, the total liability of the FoodRaccoon Parties for any claims under these Terms or the Order Form shall not exceed EUR 300.

Force Majeure

In the event that FoodRaccoon is prevented from fulfilling its obligations due to force majeure, natural disasters, or other causes beyond its control, performance shall be extended by the period of the delay.

Indemnification

You agree to indemnify FoodRaccoon, its contractors and licensors, and their respective directors, officers, employees, and agents from and against all claims and costs, including legal fees, arising from: (a) your access to, use of, or misuse of the FoodRaccoon services; (b) your breach of any part of these Terms; (c) your infringement of third-party rights; or (d) disputes between you and third parties.

10. Dispute Resolution

Arbitration Agreement

You and FoodRaccoon agree that all disputes arising out of or in connection with these Terms or the Order Form shall be resolved fully, finally, and exclusively by neutral, binding, and confidential arbitration.

Tax Audits

You agree, in the event of a VAT audit, to provide the information requested by FoodRaccoon within a reasonable period. You agree to indemnify FoodRaccoon against any assessment of VAT, penalties, and interest imposed by any authority, as well as all related costs. You further agree to indemnify FoodRaccoon against all assessments, charges, judgements, and penalties arising from legal proceedings initiated by any party due to the improper collection of VAT.

11. Termination

You are free to terminate your use of our services at any time by written notice to us – after receipt of your written notice of termination, all services on the part of FoodRaccoon will be discontinued within one week.

We reserve the right to interrupt or terminate your access to the services with immediate effect if you: (a) breach these Terms, (b) use the services in a manner that poses a real risk of harm or loss to us or other users, (c) at our sole discretion, for any reason and at any time.

12. Modification of Terms

We are constantly striving to improve our services, so these Terms may need to change along with our services. We reserve the right to change the Terms at any time, but if we do, we will post a notice on our website at https://www.foodraccoon.com/restaurant-terms, send you an email, and/or notify you in another way.

If you do not agree to the new Terms, you are free to reject them; unfortunately this means you will no longer be able to use the services. If you use the services in any way after a change in Terms has taken effect, it means you agree to all the changes.

13. About These Terms

Translations

This agreement is drawn up exclusively in the German language, which is authoritative in all respects, and all versions in other languages are provided for convenience only and are not binding on the parties.

Third-Party Rights

These Terms govern the relationship between FoodRaccoon and you. They do not create any third-party rights.

No Waiver

If you do not comply with these Terms and we do not take immediate action, this does not mean that we waive any rights. If a particular term is unenforceable, this does not affect other terms.

Assignment

You are not permitted to assign your rights under these Terms, and any such attempt is void. FoodRaccoon is permitted to assign its rights to one of its affiliates or subsidiaries or to a successor of a business associated with the services.

Governing Law

The laws of the Federal Republic of Germany govern all disputes arising out of or in connection with these Terms or the services.