1.1. The ordering platform : Speedoy PK with organization number 559122–6906 (hereinafter referred to as " Speedoy PK " ) owns the website speedoy.pk and the mobile application Speedoy PK (IOS and Android) ( hereinafter referred to as the " Ordering platform " ) , through which customers can order food, beverages and other products (hereinafter called " Products " ) which are prepared, prepared, packaged and supplied by various shops and / or restaurants.
1.2. Contractors: These general terms and conditions for partner agreements (hereinafter referred to as "the Terms " ) apply between Speedoy PK and the restaurant partner or store partner who joins and their points of sale to Speedoy PK's restaurant and store network (hereinafter referred to as "the Partner " ) . The Partner and Speedoy PK are jointly referred to as the " Parties " and separately as the " Party " .
1.3. Appendix: These Terms constitute an appendix to the main agreement entered into between the Parties (the Partner Agreement) . In the event of any conflict between the provisions of these Terms and the main agreement, the provisions of the main agreement shall prevail .
1.4. Cooperation: The Partner's acceptance of these Terms and the main agreement (hereinafter collectively referred to as the " Agreement " ) means that the Partner undertakes to prepare, sell and package through its points of sale and, where applicable, deliver Products according to orders made by Customers via the Ordering Platform, in accordance with the terms specified in the Agreement.
1.5. Deliveries: The main Agreement concluded between the parties stated whether it is Speedoy PK who will perform deliveries to customers ( Speedoy PK Delivery ) or Partner ( Market Place ).
2.1. The ordering platform : speedoy.pk and the mobile application Speedoy PK (IOS and Android).
2.2. The agreement: The main agreement with annexes entered into between the Parties (including these general terms and conditions for partner agreements that form an annex to the main agreement ) .
2.3. Customer: Person who buys Products via the Ordering Platform.
2.4. Products: Products provided by Partner and ordered via the Ordering Platform.
2.5. GDPR : Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46 / EC (General Data Protection Regulation) .
2.6. All references in this Integ r itetspolicy to the concepts of " personal data " , " processing " ( personal data ) , " registered " , " personal data assistant " , " Personal Data Incident " , " Supervision 's authority " and any othe a undefined terms set forth in these Terms have the same meaning and significance as set out in the definition list in Article 4 of the GDPR.
2.7. SCC: S tandardavtalsklausuler for the transfer of personal data to processors established in third countries in accordance with European Parliament and Council Directive 95/46 / EC . Commission Decision of 5 February 2010 .
3.1. Portal: The partner must create a user account for its own portal (the "Portal"). Through the Portal, the Partner can view statistics on orders, edit its user profile, etc. The Partner is solely responsible for registering correct information in the Portal in connection with the registration of the user account. This also includes correct registration of contact information, address information, etc. The Partner is solely responsible for possessing the technical equipment required to meet the terms of the Agreement.
3.2. Login information: The partner is solely responsible for the handling of the login information and must process it with complete confidentiality. It is not allowed to let anyone else use the user account. Speedoy PK has the right to regard all activity that takes place through the user account as an authorized activity performed by the Partner. If the Partner suspects unauthorized intrusion into a user account, the password must be changed immediately.
3.3. Technical problems: If technical problems arise which mean that the Partner is unable to receive orders, execute orders or otherwise fulfill its obligations under the agreement, Speedoy PK shall be informed immediately.
4.1. Product range: The Partner shall provide a written summary with updated information about the Partner's current product range (“Product Range”) to Speedoy PK, as well as the recommended comparison and sales prices including VAT (the “Partner Price List”). The partner is responsible for keeping its product range updated , that the Products offered are in good condition, that the best-before date has not passed and to deliver the Products from its product range that are published in the Ordering Platform . If the Partner updates its Product Range and / or the Partner's Price List, Speedoy PK shall be notified immediately in writing via e-mail or via the Portal. The Partner is solely and fully responsible for the accuracy of the published information about the Partner's product range which can be found in the Ordering Platform.
4.2. Images: The partner must send images of professional quality on the Products to Speedoy PK, so that Speedoy PK will publish the images in the Ordering Platform. The pictures must show the Product clearly and otherwise correspond to reality.
4.3. Product description: The partner is solely responsible for the product description and must send correct information about the Product to Speedoy PK, so that it can be published in the Ordering Platform.
4.4. Products covered by the age limit: If the Partner sells Products that are covered by a certain age limit according to law or by the Partner's age limit, Speedoy PK shall be informed about it and about what routines the Partner applies regarding the sale of such Products.
4.5. Special obligations: If there are special obligations under law, regulation or other regulations in connection with Speedoy PK's delivery of certain Products to a Customer, the Partner shall inform Speedoy PK in advance. In addition , Speedoy PK has the right to refuse delivery of such Products and has the right to return the Products to the Partner that have not been delivered by Speedoy PK due to this clause.
5.1. Customers: All Customers who order Products via the Orderoys Customers ordering platform. The partner does not have the right to use the Customers' personal data to market their own or someone else's business, make direct contact with the Customer via social media, telephone / SMS / e-mail or send claims or invoices to the Customer. It is a material breach of contract to violate this provision.
5.2. Sales: Speedoy PK handles the sales of Products to Customers via the Ordering Platform and receives payment from Customers in connection with the purchase of the Products. The Customer pays for the Products through the payment method that is integrated in the Ordering Platform .
6.1. Orders: The agreement only covers orders that are made via the Ordering platform.
6.2. Content of the order: Speedoy PK is not responsible for the accuracy or content of the orders and can not be held responsible for incorrect orders due to circumstances attributable to the Customer.
6.3. Quality control: The Customer is solely responsible for registering complete and correct information in connection with the Customer's order. To avoid incorrect orders, Speedoy PK performs a quality check of the information provided by a Customer in connection with each order. However, Speedoy PK cannot be held responsible for whether any order is frivolous or incorrect.
6.4. Forwarding of orders: Speedoy PK shall forward orders regarding the Partner's Products that are made via the Ordering Platform to the Partner.
6.5. Order confirmation: The partner must confirm received orders within five (5) minutes. If a particular Product included in an order is not available from the Partner, the Partner shall deny the order. The partner is also obliged to immediately mark the product as sold out in the Ordering Platform or inform Speedoy PK about it by phone or e-mail.
6.6. Delivery of the order to the Customer: If a Customer chooses to pick up the order directly from the Partner, the order must be packaged by the Partner and made available for collection by the Customer within the time stated in the order confirmation.
6.7. Receipt: Speedoy PK is responsible for handing over a receipt to the Customer in its capacity as seller of the Products. The Partner may not leave a receipt to the Customer or issue an invoice to the Customer due to an order that is made via the Ordering Platform.
6.8. Cancellation: If the Partner is unable to fulfill the order due to the Customer having entered incorrect or incomplete information in the order, the Partner must immediately notify Speedoy PK, in order for Speedoy PK to be able to cancel the delivery.
7.1. Delivery method: In connection with the Customer placing an order for Products via the Ordering Platform, the Customer shall choose one of the available delivery options.
7.2. Risk transfer: When the order has been delivered to the Customer, or alternatively has been delivered to the specified delivery address, the entire risk of damage to the Product passes to the Customer.
7.3. Speedoy PK Delivery: For orders delivered to the Customer through Speedoy PK Delivery , Speedoy PK's bidder or other contracted third party (" Speedoy PK Rider ") shall pick up the order from the Partner's point of sale. The partner must have the order prepared, packaged and available to be picked up by Speedoy PK Rider by the time stated on the order confirmation. Speedoy PK Rider is responsible for the order being delivered to the Customer in a condition that the Customer can reasonably expect, taking into account the types of Products included in the order and the means of transport used to complete the delivery, provided that the Partner has packed the Products in a suitably adapted to the means of transport used by Speedoy PK Riders . If Speedoy PK Rider does not collect the order and this results in the Partner having to provide a new order, Speedoy PK may be entitled to compensate the Partner for this by either purchasing the part of the order that the Partner must prepare again at 40% of the price, or by pay compensation to the Partner for the corresponding amount in connection with other payments to which the Partners are entitled in accordance with clause 15.
7.4. Partner Delivery: If the Partner is to deliver an order to the Customer, the Partner must immediately after receiving the order, prepare, package and deliver the order directly to the Customer. The Partner shall, without compensation, use the equipment that the Partner has acquired or received from Speedoy PK to carry out delivery of orders in accordance with Speedoy PK's instructions.
7.5. The customer picks up: The customer can choose to pick up the order from the Partner's point of sale. In such cases, the Partner shall immediately after receiving the order, prepare, package and make the order available to the Customer to pick up from the Partner's point of sale for the time stated on the order confirmation.
8.1. Information: Information about the Partner and contact information for the Partner stated in the Ordering Platform must be provided by the Partner and stated in the main agreement . The partner is responsible for ensuring that the information is always correct and shall notify Speedoy PK of any changes. Such notification shall be made in writing and without delay.
8.2. Responsibility: The Partner is responsible for ensuring that the Products marketed / sold via the Ordering Platform and provided by the Partner meet all rules and requirements regarding quality, labeling, etc. The Partner shall inform Speedoy PK of applicable regulations, regulations, laws and rules on sales and / or delivery of the Products. which are available via the Ordering Platform, if they affect Speedoy PK's rights or obligations under the Agreement.
8.3. Commitment: The Partner shall provide (and possibly deliver) Products as stated in the order to the Customer who completed the order via the Ordering Platform. The Partner also undertakes to make the Products that appear via the Partner's profile in the Ordering Platform available during the contract period.
8.4. Applicable law, etc . : The Partner is solely and fully responsible for the Partner's activities being conducted in accordance with applicable laws, rules, regulations and government decisions and to hold all registrations, permits and licenses that are applicable to the Partner's activities. The Partner hereby agrees that Speedoy PK will contact the relevant authorities in order to check that the Partner complies with the above . Furthermore, the Partner is solely and fully responsible for the Products the Partner provides and markets, complies with applicable laws, rules, regulations and government decisions. This means, among other things, that the Partner is responsible for; a) The Partner's Products meet the applicable requirements for product safety and labeling, b) The Partner's marketing of the Products is in accordance with good marketing practice, c) The Customer is informed of all necessary information before completing the order , such as information on the current consumer protection rules ; all product information appearing in the Ordering Platform is correct and meets all requirements in accordance with the law in force at any given time and e) that the Partner provides information and advice on the drug when selling medicines that are non-prescription.
8.5. External Database: If Speedoy PK is directed to provide information from an external database by the Partner, the Partner is responsible for ensuring that the information contained in such external database and provided to Speedoy PK is correct.
8.6. Certifications: The Partner hereby certifies that the Partner holds all the necessary permits for Speedoy PK to market, sell and provide the Partner's Products via the Ordering Platform to customers.
8.7. Personnel: The Partner is responsible for informing and training its employees and staff about the cooperation between the Parties.
8.8. Insurance: The partner must have all the necessary and relevant insurance for its business, including a liability insurance. At Speedoy PK's request, the partner must send a copy of the insurance certificate. It is a material breach of contract to violate this provision.
8.9. Notices: If the Partner has questions about matters relating to the Agreement or the Ordering Platform or wishes to submit complaints regarding the cooperation, the Partner may compile a written notice and send it to Speedoy PK via e-mail .
8.10. Forwarding of Complaints: If the Partner receives complaints from Customers regarding the Partner or Speedoy PK, the Partner shall forward the complaints to Speedoy PK without undue delay.
8.11. Availability: The partner must be available during their opening hours and promptly answer calls or messages from Speedoy PK.
8.12. Guarantees: The partner provides the following guarantees to Speedoy PK. It constitutes a material breach of contract to breach one or more guarantees. In the event of a breach of contract, Speedoy PK has the right to terminate the agreement with immediate effect as well as the right to a fine and damages for each individual breach of contract. The Partner hereby guarantees that the Partner during the contract period:
a) is a registered company in Sweden with a valid F-tax and VAT registration number;
b) has a Swedish company account;
c) only sells legal Products ;
d) has the right to share the images of the Products with Speedoy PK in order for them to be published in the Ordering Platform;
e) shall inform Speedoy PK if there is a risk that the Partner will go bankrupt ;
f) shall inform Speedoy PK if there is a risk that the partner or Speedoy PK get into a dispute with one F und or third parties.
8.13. If the Partner violates their responsibilities or obligations set forth in the provisions above , constitutes a fundamental breach of contract that gives Speedoy PK right to compensation in accordance with Clause 20 , Clause 24 , as well as the right to choose between the following actions:
a) Remove published Products from the Ordering Platform;
b) Shut down the Partner from the Ordering Platform until the Partner has rectified the deficiencies;
c) Terminate A vtalet immediately .
9.1. The Ordering Platform : Speedoy PK has the right to decide alone on the Ordering Platform's domain name, the marketing of the Ordering Platform, etc.
9.2. Content in the Ordering Platform : Speedoy PK has the right to:
- design the appearance of the Ordering Platform and decide on the content;
- publish material in the Ordering Platform;
- delete published material from the Ordering Platform;
- stop marketing a particular Product without notifying the Partner;
- publish information and reviews about the Partner in the Ordering Platform;
- choose which of the Partner's products are to be published in the Ordering Platform;
- freely publish and delete reviews, reviews or comments about a Partner that Customer has published in the Ordering Platform;
- choose where Products will be placed in the Ordering Platform and how they will be exposed to Customers who visit the Ordering Platform, including the Ranking of the Products;
- reject or restrict Products at its sole discretion.
9.3. Support: Speedoy PK is responsible for technical support of the Ordering Platform, such as correcting reported errors or technical problems. Speedoy PK does not guarantee that the Ordering Platform will be free from various disruptions or other technical complications. There is a risk of technical complications and disturbances and Speedoy PK has the right to suspend access to the Ordering Platform for maintenance, to protect the Ordering Platform from unauthorized attacks or to take other measures that are required for technical, operational or safety reasons. Such interruptions may occur without prior notice.
9.4. Remedy: Speedoy PK shall, to the best of its ability and within a reasonable time, try to remedy any errors or deficiencies in the Ordering Platform, if possible . Lack of access to the Ordering Platform due to interruptions, errors or the like does not entitle you to compensation, deductions, refunds, damages or other compensation.
9.5. Questions: If the Partner has any questions or concerns regarding the Ordering Platform, the Portal or the like, Speedoy PK can be contacted via e-mail .
10.1. Technical equipment: The partner is responsible for having the technical equipment necessary to be able to handle the technical systems if required to use the Ordering Platform. The partner is also responsible for training its staff in how Speedoy PK's technical system and the Ordering Platform work. Speedoy PK may provide the Partner with access to hardware and / or software, in order for the Partner to be able to receive the Customer's order ("Technical Equipment"). During the term of the agreement, the Partner shall pay for the licenses relating to technical systems that Speedoy PK provides within the framework of this agreement, and undertakes to use the Technical Equipment that Speedoy PK provides and at any time instructs the Partner to use. Speedoy PK is entitled to charge a fee if the Partner misuses the Technical Equipment or the Ordering Platform.
10.2. Technical problems: Speedoy PK shall be informed immediately if the Partner is prevented from performing its obligations under the Agreement due to technical problems with the Technical Equipment or the Ordering Platform. The Partner must also be available by telephone or chat during the opening hours in force at any given time, so that Speedoy PK can get in touch with the Partner if problems or questions about problems should arise.
11.1. Questions about food: If the Customer has questions about the content of food, the table of contents or anything else regarding a food product that the Partner provides, the Customer must contact the Partner or the manufacturer of the food product.
11.2. Meal content: The partner is responsible for the information about the meal ingredients that is published in the Ordering Platform. The information about the meal's ingredients must be accurate and up to date. The partner may not make changes without first updating the information that appears in the Ordering Platform. If the Customer has questions about, for example, allergens, ingredients, raw materials or wants to know more about the food content, the Customer must contact the Partner directly and the Partner must answer the Customer's questions.
11.3. Meal management: Only the Partner should handle the meals. Speedoy PK or Speedoy PK Riders never handle the finished meal, the ingredients included in the meal or other foods that are included in the order.
11.4. Returns: Any returns of Products, regardless of the reason for the return, must be made to the Partner - not to Speedoy PK. If Speedoy PK reimburses the Customer for returned products, Speedoy PK has the right to invoice the Partner for the corresponding amount, including other costs incurred for Speedoy PK due to the return, or the right to set off such amount from future payments to the Partner.
12.1. Partner's trademark etc . : Speedoy PK has the right, but no obligation, to use the Partner's trademark, logo and name in its marketing of the Ordering Platform.
12.2. Marketing materials: The partner must provide Speedoy PK with the information and marketing materials that Speedoy PK requests . Speedoy PK has the right, but no obligation, to use the information and marketing material in the Ordering Platform and in marketing Speedoy PK's services in general.
12.3. Partner's marketing: The partner will market Speedoy PK's services including the Ordering Platform. The marketing shall take place on an ongoing basis, both in and outside the Partner's points of sale, by putting up stickers or other marketing material that Speedoy PK provides from time to time. The Partner shall also market Speedoy PK's services, including the Ordering Platform on the Partner's website, any social media ( Instagram and Facebook) and in the Partner's own marketing materials, which shall be done by joint agreement with Speedoy PK. Speedoy PK must always approve the marketing materials relating to the Parties' cooperation, before the Partner uses it (this includes, but is not limited to , written or digital; images, commercials, signs, texts, advertisements, banners, articles, videos, etc.). The partner is responsible for complying with current legislation, including copyright law, marketing legislation and other laws regarding names and images in advertising. Speedoy PK's approval of certain marketing materials does not in any way release from the Partner's responsibilities and obligations to comply with current legislation.
13.1. Prices: The current prices for the Products and delivery of the Products appear at the time of ordering in the Ordering Platform and are stated in Swedish kronor (Rs) including VAT .
13.2. Minimum order value: If Partner requires a minimum order value for an order, this will be stated in connection with the Customer's shopping cart, before an order is completed in the Ordering platform. If the Customer does not reach the minimum order value, the Customer will be charged for the difference between the ordered Products and the minimum order value that applies to the order.
13.3. The Customer pays for the order to Speedoy PK: The Customer must pay for the order directly to Speedoy PK through the Ordering Platform, including costs for any delivery of the ordered Products. Payment is made via the Order Platform, in connection with the order. Payment is made through the payment solution offered in the Ordering Platform.
14.1. The parties agree that Speedoy PK has the right , but not the obligation, to charge the following fees (the " Fees ") from the Partner:
14.2. Start-up fee: as stated in the main agreement and refers to access to the Ordering Platform and Technical Equipment (Terminal Plate).
14.3. Monthly fee: as stated in the main agreement .
14.4. Sales tax: as stated in the main agreement and in accordance with 15.3 below (“ Sales tax ”);
14.5. Other fees: refers to such fees that the Parties agree on together and which are applicable to, for example, advertising, product sales, special offers aimed at Customers that the Partner pays for, etc.
14.6. Penalty fee : Speedoy PK has the right to charge penalties (" Penalty fee ") if the Partner is guilty of errors or omissions in at least two (2) orders per month . Penalty fee of 25 Rs is paid per each incorrect order, if the Partner:
a) have included faulty or incorrect Products in an order .
b) has included Product in an order that has a card or passed best-before date .
c) does not have to include for all products in order, for example because the partner forget to add a given product, or product for other reasons order is missing without notice .
d) has not packaged the order in sufficient packaging or other suitable packaging .
e) refuses or does not place an order due to a Product not being available at the time of ordering, without prior notice .
14.7. Penalty fee Rs 50 : If the Partner refuses or rejects an order due to the Partner not being available at the time of ordering , Speedoy PK has the right to charge a penalty fee of Rs 50 for the order.
14.8. Delay Fee : Speedoy PK reserves the right to charge the following Delay Fees for delayed orders, if the Partner causes a delay:
a) between 10–30 minutes for at least two (2) orders per month : Speedoy PK the right to charge a penalty fee of Rs 50 per delayed order.
b) over 30 minutes : Speedoy PK the right to charge a penalty fee of Rs 100 per delayed order.
14.9. Speedoy PK has the right to choose whether the Fees as above are charged or not, and a possible failure to charge one or more Charges does not mean that Speedoy PK loses its right to charge Charges in the future.
15.1. Payment periods : Payment of the compensation is made to the Partner 's designated bank account, up to four (4) times per month. The payout periods are listed below.
15.2. Payment four (4) times per month:
a) Payment is made no later than the 15th day of the current month, for orders placed between the 1st – 7th day of the current month.
b) Payment is made no later than 22: a day of the current month, for orders placed between the 8th to 15th day of the current month.
c) Payment is made no later than the last day of the current month, for orders placed between the 16th and 22nd day of the current month.
d) Payment will be made no later than the seventh day närkomma the month for orders placed between the 23 th -the last day of the current month.
15.3. Payment twice (2) times per month: If payment is to be made twice (2) times per month, a merger will take place between the periods specified in 15.1. ab and the periods 15.1 cd, and payment is made in accordance with clauses 15.1.b and 15.1 d respectively.
15.4. Payment once (1) once a month: If payment is to be made once (1) once a month, a merger takes place between all periods stated in clause 15.1 ad and payment takes place no later than the day stated in 15.1.d.
15.5. Payment date : If the date on which the payment is to be made is not a banking day, payment will instead take place on the next banking day after the specified payment date.
15.6. Right to Fees: If Speedoy PK is not to pay any compensation to the Partner during a certain payment period, Speedoy PK is still entitled to invoice the Partner for any accrued Fees relating to the payment period in question.
15.7. Interest on arrears: If the Partner does not pay Speedoy PK's payment claims and / or invoices on time, interest on arrears is paid at eight (8) percent. Speedoy PK also has the right to charge a Rs 50 reminder fee.
15.8. Right of set-off : If there are overdue and unpaid amounts that are due to Speedoy PK, Speedoy PK has the right to set off such amounts against future payments. The partner grants Speedoy PK such a right of set-off.
15.9. Payment terms: Payments from Speedoy PK to the Partner must be made against an invoice with a 20-day payment terms, unless otherwise specifically agreed.
15.10. Prices: Prices in this Agreement are stated in Swedish kronor (Rs) and are exclusive of VAT, unless otherwise stated.
15.11. Calculation of compensation: Speedoy PK's purchase price that Speedoy PK purchases from the Partner's products for (Speedoy PK Purchase Price ”) is calculated by adding A) the value of all delivery services provided by the Partner in accordance with the price list and B) the value of all Products that have been approved delivered. From the sum of this value, a deduction is made for i) Speedoy PK's Service Fee and ii) any other Fees and iii) statutory VAT (VAT). Speedoy PK has the right to deduct a) statutory VAT for all orders, b) any debts that the Partner has to Speedoy PK and c) the sum of all returns or other adjustments to orders made by Speedoy PK.
15.12. Self-invoice: Partner agrees that Speedoy PK will have the right to issue a self-invoice in accordance with ch. Section 4 of the Value Added Tax Act (1994: 2000) regarding the purchase price for Speedoy PK's purchase of products and services from the Partner. The Partner must review the self-invoice in connection with receipt of it and if the Partner does not make a written objection to the self-invoice within seven (7) days, it is considered accepted in its entirety.
15.13. Offsetting: If a Customer complains about a Product or claims its statutory right of withdrawal after the Partner has received compensation for the Product, Speedoy PK has the right to offset the corresponding amount from future payments.
16.1. Condition of the Products: The Partner is responsible for the Products delivered to the Customer to:
a) be free from errors or omissions;
b) be in agreed condition;
c) delivered in accordance with the order.
16.2. Complaints: Returns and complaints regarding Products that take place within three (3) years from the order date, must be handled and received by the Partner.
16.3. Compensation / Offsetting: Speedoy PK shall be compensated by the Partner for all costs, including delivery costs, incurred for Speedoy PK due to the Partner having provided Products that were defective. The partner hereby gives its approval that Speedoy PK can credit issued self-invoice for complaints and / or returns that are approved, and that this can be set off against future payments.
17.1. Partner's marketing materials: The partner is solely and fully responsible for holding all the rights required to have the right to share marketing materials concerning the Products and the Partner's brand and logo to Speedoy PK. The partner is responsible for obtaining all necessary permits from the person or persons who hold the rights to such marketing material, before the material is shared with Speedoy PK. The partner is solely responsible for ensuring that the marketing material does not infringe on the intellectual property rights of third parties. It is a material breach of contract to violate this provision.
17.2. Speedoy PK's intellectual property rights : Speedoy PK or its licensors own all rights and intellectual property rights in the Ordering Platform, the Technical Equipment, the "Speedoy PK" trademark and all information published in the Ordering Platform and developed by Speedoy PK. None of Speedoy PK's intellectual property rights, title, title or copyright are transferred or transferred to the Partner. The partner may only use, copy, modify or otherwise manage Speedoy PK's intellectual property rights after obtaining Speedoy PK's prior written approval in each individual case. The partner may not transfer, transfer or otherwise assign Speedoy PK's intellectual property rights to third parties. It is a material breach of contract to violate this provision.
17.3. Right of use: The Partner grants Speedoy PK a free, non-exclusive right to use and publish the Partner's logo and trademark in its marketing and in the Ordering Platform, including the right to use the texts and images on the Products provided by the Partner for marketing purposes in accordance with the Agreement. Speedoy PK does not claim ownership of such material that the Partner provides to Speedoy PK within the framework of the Agreement.
18.2. In order for the Partner to be able to fulfill its obligations under the agreement, the Partner needs to process the Customers' personal data as a personal data assistant, on behalf of Speedoy PK. For that reason, the Parties enter into a personal data assistant agreement with each other. The personal data assistant agreement is an appendix to the main agreement entered into between the Parties. It constitutes a material breach of contract if the Partner does not process the personal data in accordance with the GDPR or the Personal Data Assistant Agreement.
19.1. Speedoy PK has the right to terminate the Agreement with immediate effect if the Partner chooses to enter into collaborations with other suppliers of digital online ordering platforms that compete with Speedoy PK, if there are objectively acceptable reasons. Examples of objectively acceptable reasons are if the Partner conducts improper marketing, or if the Partner provides third parties with the opportunity to conduct improper marketing, in order to get Customers to use an ordering platform provided by a supplier that competes with Speedoy PK's Ordering Platform and Services.
20.1. The parties undertake to observe confidentiality towards third parties regarding all information about the Agreement and its content. The Parties also undertake not to disclose to third parties any information that the Party becomes aware of from the other Party in connection with the cooperation. Confidentiality applies during the term of the agreement and for a period of ten (10) years after the termination of the agreement. Exceptions from this obligation of confidentiality regarding certain information may be made in consultation between the Parties and such freedom of confidentiality must be in writing and signed by the Parties' authorized representatives in order to be binding.
20.2. However, confidentiality does not apply to information such as:
a) at the time of disclosure is generally known or has become generally known otherwise than by breach of contract by the Parties;
b) A party is obliged to disclose in accordance with applicable law or government decision;
c) The parties have jointly decided to publish by written consent.
21.1. Penalties: If the partner who is guilty of a material breach of contract , the partner pay a predetermined penalty payment of 1 0 000 Rs for each individual breach of Speedoy PK . The fine shall be paid to the Administrator no later than seven (7) days after Speedoy PK has requested the fine in writing. Damages in addition to the fine amount can be paid, to cover damage that exceeds the fine amount.
22.1. Agreement period: The agreement enters into force on the day the parties sign the main agreement in writing and is valid until further notice .
22.2. Termination period: The agreement can be terminated with one (1) month's mutual notice period. The Partner shall use the Ordering Platform during the notice period, unless the Parties have agreed otherwise in writing through a separate agreement.
23.1. Liabilities, Expenses and Fees: A Party will not be released from paying its debts incurred by the Party within the term of the agreement. Repayment of the costs and fees that the Partner has paid within the term of the agreement will not take place when the Agreement terminates or upon transfer of the Agreement.
23.2. Technical Equipment: Upon termination of the agreement, the Partner shall return all Technical Equipment provided by Speedoy PK. The return must be made without delay, however, no later than within ten (10) days. Speedoy PK has the right to charge Rs 2,000 if it is not returned within the above-mentioned deadline, by invoicing the amount and it can be set off against payments that may remain. The partner is obliged to return the Technical Equipment even if debiting takes place due to delayed return of the Technical Equipment.
23.3. Product images: Images of the products taken by Speedoy PK and any copies of the images must be returned to Speedoy PK or, at Speedoy PK's written request, deleted. The partner may no longer use the images after the agreement has expired.
24.1. Speedoy PK has the right to terminate the Agreement with immediate effect if the Partner:
- commits crimes;
- committing a vtalsbrott by violating the privacy of the main contract or these general terms or other agreement concluded with Speedoy PK ;
- does not remedy errors or omissions within five (5) days after Speedoy PK has requested a written correction;
- investigated by the authority for illegal activities;
- does not have a valid F-tax certificate or VAT registration;
- transfers the business or affiliated points of sale;
- deficiencies in accounting, payments of taxes or social security contributions;
- repeated shortcomings in quality, ordering, service or delivery;
- provides misleading or incorrect information about its activities or Products;
- has entered into composition negotiations, is declared bankrupt or is otherwise considered insolvent;
- behaves inappropriately or behaves threateningly towards Speedoy PK, Customers, or other actors.
25.1. Transfer of the Partner's rights and / or obligations : The Partner is not entitled to transfer its rights and / or obligations under the Agreement to anyone else, without Speedoy PK's prior written consent. Should the Partner transfer its rights and / or obligations without informing Speedoy PK in writing, this constitutes a material breach of contract.
25.2. Transfer of the Partner's point of sale or business: The Partner shall notify Speedoy PK if the Partner's point of sale or business is transferred to a third party. Such notification shall be in writing and shall be made no later than two (2) weeks before the completion of the transfer, in order for Speedoy PK to have the opportunity to negotiate with the third party who will take over the Partner's point of sale and / or business, to enter into a connection agreement. However, Speedoy PK has no obligation to participate in such negotiations and has the right to terminate the Agreement with immediate effect upon transfer.
25.3. Transfer of Speedoy PK's rights and / or obligations: Speedoy PK has the right to transfer its rights and / or obligations under the Agreement to a third party or company that is part of Speedoy PK's Group.
26.1. Notices: Notices relating to the Agreement shall be submitted in writing via e-mail to the Parties' specified e-mail address stated in the main agreement, unless otherwise stated. Exchange of e-mail must be notified to the other Party immediately. Receipt of e-mails must always be confirmed in writing.
26.2. Contact persons: The contact persons specified by the Parties in the main agreement shall be the primary contact persons in matters concerning the Agreement and the cooperation between the Parties. This applies provided that the Parties do not agree otherwise. The contact persons have the right to decide on the necessary measures to implement and fulfill the cooperation and the contractual obligations. Change of contact person must be notified to the other Party immediately.
27.1. Partner's responsibility: The partner is solely and fully responsible for the Products as a seller of the Products to Speedoy PK. The Partner is solely responsible for the Products' properties, quality, content, nature and other matters related to the Products, until they have been delivered to the Customer. The Partner is also responsible in accordance with the Agreement and applicable product protection legislation, for any errors or deficiencies in the Product, including damage caused by the Customer, Speedoy PK or other third party due to the Products sold through the Order Platform. If the Customer submits a complaint regarding Product that constitutes food, meal, food, beverage or other types of fresh goods, Speedoy PK is entitled to compensation from the Partner to cover the costs caused by Speedoy PK due to deficiencies or errors in the Products to which the complaint relates. The amount of compensation can be set off against future payments by deducting the amount from the compensation, in accordance with clause 15.8.
27.2. Indemnity : The Partner shall hold Speedoy PK fully indemnified against all damages, claims, costs (including costs of hiring a legal representative) , expenses , penalty fees and claims incurred by Speedoy PK due to the Partner's breach of the Agreement , breach of applicable law , government decision, ordinance or due to other reasons attributable to the Partner's actions including any failure to act, Products , marketing, operations, or other materials for which the Partner is responsible.
27.4. No guarantees: Speedoy PK makes no guarantees whatsoever, neither express nor implied, regarding, for example, the Ordering Platform, number of orders or the like. The partner uses the Ordering Platform and Speedoy PK's services at its own risk and of its own free will.
27.5. Disclaimer: Speedoy PK hereby disclaims, to the extent applicable in accordance with applicable law, from all liability for all direct and indirect damages and losses caused by the Partner or third parties through the use of the Ordering Platform, if the damage was caused due to circumstances outside Speedoy PK control .
28.1. The agreement / terms / Attachments : Speedoy PK have the right to at any time make modifications (and / or additions) to the Agreement , conditions and / or attachments , by written notice to the Partner about changes under clause 2 6 (Information). The new terms will take effect fifteen (15) days after the Partner has been notified of the changes. If the Partner does not approve the changes, the Partner has the right to terminate the Agreement until the changes take effect ("Termination Period"). If the Partner terminates the agreement within the Termination Period, Speedoy PK has no obligation to pay compensation to the Partner due to the termination. Termination shall be in writing and notified in accordance with clause 26 (Notices). If termination does not take place before the changes take effect, the Partner is deemed to have accepted the changes. If changes are due to changes in the law, government decisions, ordinances or are intended to protect the parties, services, the Agreement or consumers from, for example, data breaches, fraud, malicious code or the like, the changes take effect immediately without the Partner being entitled to the Termination Period. If the Partner approves orders or adds new Products to the Ordering Platform via the Portal within the Termination Period, the Partner is deemed to have accepted the changes and thereby waived its right to termination within the Termination Period.
28.2. The Ordering Platform / Portal: Speedoy PK has the right, at any time, to freely change the Design Platform's and / or the Portal's design, layout, content, functions and the like, without notifying the Partner. This applies even if such changes involve a changed user experience.
28.3. Services: Speedoy PK has the right to offer additional services, new services at any time , change the range of its services and the right to discontinue the provision of its services.
28.4. Fees: Speedoy PK have the right at any time to change A ates specified in clause 14 by informing the partner about the changes under clause 2 6 (Information). The changed fees take effect fifteen (15) days after the Partner has been notified of the changes. If the Partner does not respond to the message, the Partner is deemed to have accepted the changes.
29.1. Waiver of Default: The parties are exempted from its obligations in the Agreement on performance impossible or more difficult outside Party control, because of the force majeure situation, as a result of, for example, but not limited to: epidemic, pandemic (including COVID-19 and virus mutations), official decisions, strikes, fires, wars, natural disasters or other circumstances beyond the control of the Parties and the consequences of which the Parties have not been able to reasonably avoid or overcome. If a Party is prevented from performing its contractual obligations for more than one (1) month, the other Party has the right to terminate the Agreement with immediate effect without being liable for damages or liable to the other Party.
29.2. Invalid provision: Should any provision of the Agreement or any part thereof be found invalid or unenforceable, this shall not imply that the Agreement in its entirety is invalid but shall, in so far as the invalidity materially affects the Parties' exchange of or performance under the Agreement, be replaced by a new provision which has been formulated in the light of and the purpose of the invalid provision. The remaining provisions shall remain valid and shall not be affected by any invalid provision.
29.3. Complete settlement: The Agreement constitutes the Parties' complete settlement of the matters to which the Agreement relates. All written or oral commitments and commitments that preceded the Agreement will be replaced by the content of the Agreement.
30.1. Choice of law: These Terms are subject to Swedish law and must be interpreted in accordance with Swedish law.
30.2. Arbitration: Disputes between the Parties that arise in connection with this agreement shall be finally settled through arbitration proceedings administered by the Stockholm Chamber of Commerce's Arbitration Institute (SCC). Rules for Simplified Arbitration shall apply unless the SCC, taking into account the degree of difficulty of the case, the value of the subject matter of the dispute and other circumstances, decides that Arbitration Rules shall be applied. In the latter case, the SCC shall also decide whether the arbitral tribunal shall consist of one or three arbitrators. The seat of the arbitration shall be Stockholm. The language of the proceedings must be Swedish. Swedish law shall be applied to the dispute. All information that emerges during the arbitration proceedings, decisions and the arbitration that is announced shall be covered by confidentiality.
30.3. Overdue claim: However, Speedoy PK always has the right to apply to the general court to demand payment for the overdue claim.