Didiyo B.V. terms and conditions
Agreement: the contract between Didiyo and Supplier to which these Supplier Terms and Conditions apply.
Customer: the natural or legal entity who places an order with Supplier via the Platform.
Didiyo: the private company Realapps B.V., trading under the name Didiyo, with registered office and place of business in 5651 GK Eindhoven at Mispelhoefstraat 21a, e-mail firstname.lastname@example.org.
Ordering Agreement: the agreement between Customer and Supplier made through the Platform under which Customer purchases the Product from Supplier. Didiyo is not a party to the Ordering Agreement.
Platform: The Didiyo application and other Didiyo tools on which the Service is made available.
Privacy Statement: the Didiyo Privacy Statement, of which the latest version can be found on the Platform.
Product: a product (foodstuffs, prepared products, non-alcoholic drinks and other consumer products) offered by Supplier via the Platform.
Service: the services and activities offered by Didiyo consisting of (a) publishing the assortment of Products; (b) facilitating the conclusion of contracts between Supplier and Customer and (c) forwarding orders to the relevant Supplier.
Supplier: an independent company that has entered into an agreement with Didiyo, which sells Products and uses the Platform for the conclusion and payment of Ordering Agreements.
Supplier General Terms and Conditions: these general terms and conditions for Didiyo suppliers.
Supplier Information: the information of Supplier regarding, among others, company- and contact details, Product Range (including composition, ingredients, additions, information on allergies, nutrition and content to the extent required by law), prices including VAT, company logo, graphics , domain name, delivery area (including postal codes), delivery costs, opening hours, minimum order amounts, bank account numbers and VAT number.
- Applicability of these conditions
- These General Terms and Conditions of Supplier apply to every offer, quotation and Agreement relating to a Service provided. The applicability of any general conditions of Supplier is expressly rejected.
- A contract between Didiyo and Supplier will not be established until Supplier has returned a signed application form. Didiyo has the right to refuse a request to use its services.
- These General Terms and Conditions for Suppliers are available electronically at http://www.didiyo.com and can be printed and saved.
- The use of the Platform by a Customer is subject to separate terms and conditions between Didiyo and the Customer. Supplier is solely responsible for fulfilling the Ordering Agreement. Didiyo, as an intermediary, is not a party to the Ordering Agreement.
- Object of the Agreement
- Didiyo provides the Service to Supplier enabling Supplier to enter into Ordering Agreements. The Agreement will enter into force as soon as Didiyo has confirmed to Supplier that it has processed the information on the application form.
- The Agreement is entered into for an indefinite period of time.
- Didiyo publishes parts of Supplier Information relevant to the ordering process on the Platform. Didiyo is not obliged, yet entitled, to review or amend Supplier Information. Didiyo reserves the right not to publish or supplement Supplier Information (or parts thereof) from public sources and will inform Supplier accordingly.
- Didiyo cannot guarantee that the Service will be uninterrupted at all times. Didiyo makes every effort to carry out the Agreement to the best of its knowledge and ability. The Agreement therefore has the character of a best efforts commitment.
- Supplier owes Didiyo a fee for the service. This fee consists of the commission per order mentioned in the application form, plus the costs charged by the payment provider per payment.
- Obligations of Supplier
- Supplier authorizes Didiyo to enter into Agreements with Customers on behalf of Supplier.
- Supplier always provides up-to-date Supplier Information to Didiyo. Supplier is responsible for the completeness and accuracy of the Supplier Information.
- Supplier shall pack fresh products carefully, if necessary in insulated packaging material, so that their quality shall be guaranteed during delivery.
- Supplier authorizes Didiyo to use and process Supplier Information, for example, for marketing campaigns, databases, partner platforms or search engines.
- Supplier will inform Didiyo immediately in the event of a possible breach of applicable food law and/or a Food and Consumer Product Safety Authority inspection. An inspection report will be sent to Didiyo immediately.
- Supplier shall register a maximum of one store location on the Platform per address.
- Supplier shall be available by email and telephone during Supplier’s opening hours.
- Supplier is responsible for dealing with complaints from Customers.
- Payments by Customers
- Customers must pay for orders online. These payments will be made by Didiyo to Supplier on a weekly basis, by transfer to a Dutch bank account number specified in writing by Supplier.
- Didiyo depends on various parties for payment, such as banks, credit card companies and Payment Service Providers. Didiyo makes every effort to make disbursements as fast as possible, but cannot guarantee that payments will arrive in Supplier’s account on any given day.
- Didiyo will set-off outstanding invoices (both for commission and for other services such as marketing promotions) and costs against disbursements to be received by Supplier. Supplier consents to this set-off. Without prejudice to this authority, Supplier is obliged to pay invoices by bank transfer upon Didiyo’s first request.
- Supplier may request Didiyo to refund a particular payment to Customer. This request must be made in writing by Supplier to Didiyo. Didiyo will offset the refunded payments against the disbursements to be received by Supplier.
- Didiyo shall be entitled to collect outstanding invoices, charges and refunds from Supplier by direct debit.
- Comments or complaints about invoices sent must be made in writing within 30 days of receipt of the invoice concerned. Failing this, they shall be deemed to have been accepted and all claims by Supplier in respect of the invoice concerned shall lapse.
- If a credit card payment is reclaimed by the payer by means of a chargeback, the order amount will be set off against Supplier’s payments. Supplier agrees that any chargeback costs of the payment service provider will be charged to Supplier.
- Supplier waives any right of set-off.
- Optionally, the Customer can tip the delivery person via the available online payment methods. If Supplier provides the delivery itself, Didiyo will pay the tip to Supplier in full. Supplier is responsible for (a) the payment of the tip to the delivery person and (b) any fiscal (salary) consequences of the payment.
- Maintenance of the Platform
- Didiyo does not guarantee that the services provided will be available at all times without interruption or disruption. There may be unplanned downtime and/or unexpected interruptions due to internal or external failures.
- Didiyo reserves the right to interrupt services if it deems it necessary for maintenance purposes. Supplier acknowledges that carrying out maintenance may cause interruptions in the provision of services. Didiyo makes every effort to give Supplier as much advance notice as possible and to carry out the work (or have it carried out) as much as possible after closing time.
- In no event can Supplier claim any compensation or damages as a result of interruptions in Didiyo’s service due to a malfunction or otherwise.
- Force majeure
- In the event of force majeure, whether of a permanent or temporary nature, Didiyo is entitled, at its discretion, to rescind the Agreement in whole or in part or to temporarily suspend its obligations under the Agreement.
- Force majeure includes all external causes beyond Didiyo’s control which prevent Didiyo from fulfilling its obligations, such as strikes, danger of war, war, insurrection, molestation, boycotts, traffic or transport disruptions, governmental restrictive measures (whether because of a pandemic or not), power failures, or failure of internet, computer network or telecommunication facilities.
- Limitation of liability
- Didiyo is not liable for damage caused by prices, opening hours, delivery areas and/or any discount offers. If desired, Supplier can check an order by contacting the Client by telephone.
- Didiyo is not liable for Customer reviews and any consequences thereof. Didiyo may, however, remove reviews at its sole discretion. Didiyo is not required to communicate with Supplier about this.
- If Supplier engages a third party for the delivery, Supplier is responsible for the delivery and the delivery costs.
- Any liability of Didiyo is limited to the amount that its liability insurance pays out in the case in question. If the insurance does not pay out, the liability towards Supplier is limited to EUR 2.500,-.
- Didiyo shall never be liable for indirect damages including, but not limited to, lost profits, lost savings, business interruption and damages to third parties, whether or not resulting from cancelled or fraudulent orders or payments, or payment problems of Customers.
- The liability limitations or exclusions in these Supplier Terms and Conditions do not apply in the event that the damage results from Didiyo’s deliberate or conscious recklessness.
- Supplier indemnifies Didiyo against claims from third parties, including Customers, related to the execution of the Agreement and/or Ordering Agreement. All costs and damages on Didiyo’s side resulting from this will be at the expense of Supplier.
- Personal data
- Data of Supplier and its contact persons, even if Supplier acts as a sole proprietorship or general partnership, are not considered personal data in the sense of the AVG.
- Each party is a separate controller with respect to the personal data processed for its own purposes. This means that each party is responsible for processing the personal data for which it determines the purposes and means within the framework of these General Terms and Conditions for Suppliers. The parties shall therefore not process personal data for each other.
- In the event of a data breach, Supplier shall notify Didiyo immediately, specifying the type of personal data affected by the data breach.
- Intellectual Property
- Supplier grants Didiyo a non-exclusive right of use for the duration of the Agreement to use Supplier’s name, logo and other intellectual property rights in connection with the performance of the Agreement.
- Supplier warrants to Didiyo that Supplier is fully authorized and empowered to use and disclose to Didiyo the content provided by Supplier (such as logos, photos, and descriptions) for the purposes of the Service. Supplier indemnifies Didiyo against any third party rights owner claims.
- Termination and cancellation
- Each of the parties has the right to terminate the Agreement by means of a written notification. Notice of termination can only be given at the end of a calendar month, with due observance of a notice period of at least four weeks. Supplier can only cancel if all obligations have been fulfilled. Didiyo will determine after receipt of the notice from which date no more orders will be accepted.
- Supplier shall be in default by operation of law if any obligation under the Agreement or these General Terms and Conditions of Delivery is not fulfilled or is not fulfilled on time.
- In the event that Supplier is in default, Didiyo is entitled without any obligation to compensation and without prejudice to its rights:
- to temporarily suspend its obligations, including the provision of the Platform; and/or
- to increase the commission for one month by 10%; and/or
- to dissolve the Agreement with immediate effect by means of a written dissolution statement addressed to Supplier.
- Didiyo may also terminate the Agreement with immediate effect if there are inaccuracies in the application form, repeated negative reviews and/or reviews from Supplier’s own family or friends.
- Supplier can dissolve the Agreement immediately if the Service is unavailable for more than 40 hours, calculated during office hours (Monday-Friday 09:00 to 17:00).
- Miscellaneous provisions
- These conditions may only be deviated from by means of a document signed by both parties.
- If and insofar as any provision of these Supplier Terms and Conditions proves to be invalid or is annulled, the other provisions of the Supplier Terms and Conditions shall remain in full force and effect.
- Didiyo is entitled to change these Supplier Terms and Conditions unilaterally, provided such changes are reasonable.
- The Agreement is exclusively governed by Dutch law. All possible disputes relating to this Agreement or resulting from this Agreement will be settled in the first instance by the competent court in the district where Didiyo is located.
- If these Supplier Terms and Conditions state that any action must be taken in writing, this shall also be understood to mean by e-mail. Electronic communication shall be deemed to have been received on the day it is sent, subject to proof to the contrary.