LAST MODIFIED: November 2024
1. General Description
1.1 Introduction
These Merchant Terms and Conditions (this “Agreement”), is a legal agreement between you as a merchant and EatWell, which guides your use of and access to the Merchant Application (as defined below) and the Website (as defined below).
You also represent and warrant to EatWell that:
You have the authority to enter into this Agreement (either on your own behalf or by having an authorized person at your company agree to the terms set forth herein on your behalf),
To the extent an individual is accepting this Agreement on behalf of an entity, such individual has the right and authority to agree to all of the terms set forth herein on behalf of such entity.
You have read and understand EatWell Privacy Policy, the terms of which are posted at the Website and incorporated herein by reference (the “Privacy Policy”).
2 . What EatWell offers
The EatWell service is a Food Donation channel via on which merchants (food generators) offer excess unsold food items to registered users. In these terms of the EatWell service, the term “Merchants” refers to restaurants, but it may also refer to other food providers operating e.g. in the grocery, cafe or bakery sector or any other food service providers. The aim of this service is to give Merchants the opportunity to donate excess unsold food as take-away to consumers. The EatWell service allows Merchants to gain extra Tax Enhancement while decreasing food waste and comply with the SB1383.
2.1 Purpose
The purpose of this Agreement is to explain the terms and conditions under which EatWell will let you use EatWell merchant application (the “Merchant Application”) through your mobile device or computer and/or use the Website (collectively, the “Purpose”).
As also mentioned in other parts of this Agreement, EatWell does not have any control over any merchants or other third parties, and therefore is not liable or responsible for any actions taken or supposed to be taken by any such third party.
3. The EatWell Service
3.1 Registration
To use the Donation channel service and the features made available through the Merchant Application and Website, you are required to complete a registration process to create an account with EatWell (“Account”).
You are given access to use EatWell software platform commonly referred to as dEatWell Merchants” or “EatWell for Donation” (the “Merchant Application”) as made available through its website located at https://eat-well.org/admin/merchant/dashboard.php
(the “Website”) and/or via mobile application during the Term (as defined below) solely for the Purpose.
Your account offers you easy access to see your company details, the food items you offer for Donation, and the donations that have been made through EatWell service offering. In order to create your Account, it is necessary to provide certain information, which includes, your name, contact information, and more. It is also necessary to provide your company details, which include company name, company information, contact information.
How EatWell store and use of the personal information provided by you when registering for an Account and/or using the Merchant Application and the Website is set out in the Privacy Policy.
3.2 Creating Donations
The logged in EatWell merchant creates surplus items to be Donated (hereinafter referred to as “Item(s)”). To create an Item, the merchant has to provide certain Item information such as title, ingredients, weight & regular retail price and cost price (information regarding cost and retail price is for tax return purposes only, and will not be visible for anyone else).
The merchant then lists the number of available Items, sets the Donation time and pick-up time, and Donations starts through the Merchant Application. After the Donation has started, the available Items will be shown to the MealPass users.
3.3 Order and order confirmation
The logged in EatWell user places the Item order through the EatWell User application. Individual EatWell users claiming Items through the EatWell User application are hereinafter collectively referred to as Users or individually a User. After placing the order, the logged in merchant will receive an order confirmation both in the Merchant Application and by email.
3.4 Merchant’s Donation obligations
After a User has placed an order for an Item made available by you through the Merchant Application, and an order confirmation has been received, you are obliged to provide the User with the ordered Item during the specified pick up time unless ordered item is sold out before designated pickup time.
Items made available through the Merchant Application must be of a standard that a reasonable person would regard as a satisfactory meal. For example, this means that each provided Item shall be fit for all the purposes for which Items of that kind are usually supplied, be safe for consumption and have satisfactory quality, appearance and finish. You are solely responsible for determining the quality and freshness of the Items made through the Merchant Application.
You are committed to preparing the food items offered through the service in compliance with the legislation, within the country of which you do business, concerning the handling, storing and transportation of food and in accordance with the established principles and practices of the industry. If the merchant detects a technical error or other errors in the EatWell service, the merchant can report the problem through the Merchant application or Website.
When you fulfil the requirements of donating food you are covered by the Federal Good Samaritan Act which reduces your liability.
3.5 Pick up of order, redemption and delivery
Upon arrival, the User shows the merchant an order confirmation (Electronic receipt) in the User application to receive the Item(s) . The merchant has also the ability to confirm an order in the Merchant Application and website by identifying the User by name. The merchant must “swipe/redeem” the receipt when presented to the merchant.
The User should pick up the ordered Item from the merchant premises in a timely manner during the time frame informed by the merchant. If the User does not collect the order during the given time frame, the merchant has the right to do as they see fit with the Item ordered by the user.
3.6 Fees
EatWell charges a fee for the service corresponding to 15% of the obtained tas deduction based on a monthly calculation.
3.7 Reclamations and service disruptions
The EatWell service is a mediator of merchants’ food items. EatWell is not the provider or the producer of the Items listed in the service and will not, to the extent permissible by mandatory law, be liable for the quality of ordered Items, damage caused by provided Items or errors that may occur during the pickup of an order. The Merchant is solely responsible for all the user reclamations concerning Items made available through the Merchant Application. EatWell will direct all the reclamations of Item(s) to the merchant.
3.8 Customer support
EatWell offers support via the support centre, which can be reached through the chat found in the Merchant Application or contact information on the Website http://www.eat-well.org. Please refer to the Website for up to date information on the support centres opening hours. Response time is 1 hour.
4. Conditions of Use
4.1 Certain responsibilities
It is the Merchants responsibility to make sure that all information provided by you to EatWell is current, accurate, and complete, and that you will maintain the accuracy and completeness of this information going forward.
It is also the Merchants responsibility to maintain all passwords and access codes to the Merchant Application and/or the Website, and refrain from sharing or otherwise permitting third parties to use any such passwords and/or access codes to access the Merchant Application or the Website.
4.2 Certain Restrictions
EatWell does its best to keep the Merchant Application and the Website safe and secure but need your help to do it by not violating or attempting to violate the security of the Merchant Application or the Website.
Except as expressly permitted under other parts of this Agreement, you may not modify, reproduce, duplicate, copy, publish or create derivative works of:
Any portion of the Website or the Merchant Application, any content, photographs, descriptions, software, image or other information or any data taken therefrom (collectively, “Content”). For the sake of clarity, this does not apply to content belonging to the Merchant such as for example photos of items from the Merchant in the Merchant Application or Website.
Any information or materials retrieved from either of them, which include graphics and logos, presentations, in whole or in part. Furthermore, you may not use the Website or Merchant Application for any purpose that:
Invades any person’s or entity’s privacy or other rights;
Misidentifies you or impersonates any person or entity, including, without limitation, any employee or representative of EatWell;
Pretends to be someone other than you are or pretends to represent a company or organization that you are not affiliated with or authorized to represent;
Could otherwise reasonably be deemed or viewed to be unethical, illegal or offensive.
4.3 EatWell rights
EatWell shall be entitled to post feedback on the Website, within the Merchant Application and the EatWell consumer application (and/or allow others to do so), both positive and negative, regarding any merchant. In case of negative feedback the Merchant shall have the right to be informed before such feedback is posted.
EatWell has the right to at any time suspend or terminate a merchant’s Account and access to the Merchant Application or non-public portions of the Website if the merchant violates this Agreement or uses the Merchant Application and/or Website in a way that is harmful to EatWell or any third party.
5. Content
5.1 Third party content
The Merchant Application, the Website and the consumer app contain and/or provide access to content provided by merchants and other third parties, including, food item information, pricing, discount information, menus, photographs, graphics and merchant information (“Third Party Content”).
5.2 Information accuracy
The third party that any Third Party Content originates from is solely responsible for it, and EatWell does not and cannot review all Third Party Content made available through any part of the Merchant Application or the Website. As such, EatWell cannot guarantee the correctness of any Third Party Content or fitness for use of any offers posted on via the Merchant Application and the Website.
In no event shall EatWell be liable for any damages arising out of your use of the Merchant Application and/or the Website, or for any loss or damage of any kind incurred as a result of the Third Party Content or offers.
EatWell cannot guarantee that the Merchant Application and the Website, including the Content, will be uninterrupted or error free. EatWell cannot be held responsible for if the Merchant Application and/or the Website is down or if any Content, information or functionality does not work as expected.
5.3 Intellectual property
For purposes of clarity between Merchant and EatWell, Merchants are the sole owners of all information and content entered into the Merchants Application or the Website or otherwise posted by you. EatWell is the sole owner of the Website, the Merchant Application, and all source code, software, content and other intellectual property related to it or included in it.
All suggestions and recommendations from Merchant to EatWell regarding the Merchant Application or the Website are, upon submission to MealPass, owned by EatWell.
In exchange for Merchants use of the Website and/or the Merchant Application, you hereby grant EatWell the right to use the content you post to the Website, submit to EatWell or post through the Merchant Application for marketing purposes.
EatWell shall be entitled to display advertising and/or any other content at locations of its choosing within the Website and/or EatWell consumer application, including without limitation adjacent to your content.
5.4 Confidentiality
Each party agree to treat all information of the other party as confidential, not to use such confidential information for any purpose other than to use the Merchant Application or the Website and not to disclose such confidential information to any third party except as may be reasonably required according to this Agreement and subject to confidentiality obligations.
5.5 Non-Solicitation
During the Term (defined below) and two (2) years thereafter, merchants shall refrain from directly or indirectly soliciting, enticing, persuading or inducing any individual who is then, or has been within the one-year period prior to the applicable date, an employee of EatWell to terminate employment with EatWell or to become employed by or enter into contractual relations with any other individual or entity.
5.6 Copyright infringement
EatWell respects the intellectual property of others, and asks Merchants to do the same. Merchants may not use the Website, Merchant Application, the Content or any other materials from the Website or Merchant Application in any manner that may infringe upon any copyright or other intellectual property right of EatWell or any third party.
6. Terms and Termination of Account
6.1 Term
This Agreement shall continue in full force until either:
Merchant terminates the Account, or
EatWell terminates access to the Merchant Application or non-public portions of the Website, with or without notice (the “Term”). When this Agreement is terminated, Merchant no longer has access to the Merchant Application or any other non-public portions of the Website.
6.2 Termination of account
For purpose of clarity, Merchants are entitled to terminate the EatWell account at any time. Choose “Delete account” or any corresponding function in the Merchant Application and/or the Website, or contact EatWell. EatWell will then delete any personal information that can be attributed to you, except for any information that EatWell by law is required to save and archive.
7. Other
7.1 Force Majeure
EatWell shall not be liable to Merchants for failure or delay in performing any obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control.
7.2 Changes or updates of the agreement
EatWell may update this Agreement from time to time, and any such change or update will be set in effect when posting the updated Agreement on the Website or within the Merchant Application. When we make major changes to the Agreement, we will provide Merchants with prior notice as appropriate under the circumstances, e.g., by displaying a notice within the Merchant Application, the Website or by sending an email. If Merchants do not agree to the changed Agreement, Merchants have the right to terminate the Merchant Account before the changed Agreement comes into force. Notice for minor changes/updates will be 2 weeks and notice for major changes will be 4 weeks.
7.3 Termination of service
EatWell reserves the right to modify, suspend, or discontinue the Merchant Application and the Website without any notice at any time and without any liability to Merchants.
7.4 Miscellaneous
Unless otherwise specifically provided herein, each party shall pay its own costs and expenses in connection with this Agreement and its activities hereunder.
All disputes arising hereunder or in connection with this Agreement, the Website and/or the Merchant Application shall be resolved by the laws country of merchants operation.
EatWell has the right to transfer its rights and obligations under this Agreement. Furthermore, EatWell has the right to hire subcontractors for the fulfilment of its obligations. In such cases EatWell is fully responsible for the work performed by the subcontractors.
If any part of this Agreement is held to be unenforceable or invalid for any reason, said part will be changed and interpreted to best accomplish its original intent and objectives. Any remaining parts will continue in full force.
Thanks for taking the time to learn about our Terms of Service for Merchants.2.