General Terms to Verydeli delivery service with the Client
Updated on 07.2024
These General Terms shall apply to all relations between Verydeli and the User related to the use of the Verydeli Platform (as defined below). By signing up in the Verydeli Platform, the User agrees to the application and content of these General Terms and to the processing of his/her personal data disclosed during registration and use of the Verydeli Platform on the conditions set out in these General Terms. You also agree that your data may be shared between different Verydeli platforms (e.g. with ride-hailing, food delivery categories platform).
1. DEFINITIONS
● Verydeli means UAB Investus LT (Platform Services Distributor), registry code 306315205, address Kalvarijų 125, Vilnius, 09131, Lithuania, e-mail address platform[@]verydeli.online . https://www.verydeli.eu/Delivery-Supply-Platform/Contacts . Verydeli Platform means the delivery platform operated by Verydeli as the information society service which functions as the Marketplace that (i) enables Delivery Operators to market Items with delivery option and enter into Sales Agreements for the sale of Items to Clients, (ii) enables the Users to place Orders of Items with the Delivery Operator, enter into Sales Agreements as Clients and arrange the delivery of the Item by the Courier and (iii) enables the Courier to offer delivery services to the Clients for the delivery of the Items and enter into Delivery Agreements with Clients.
● Client means any User of the Verydeli Platform that has placed an Order and enters into a Sales Agreement with the Delivery Operator and a
Delivery Agreement with the Courier.
● Courier means any person who has been registered in the Verydeli Platform as a provider of the delivery service to Clients with respect to Items
ordered through the Verydeli Platform.
● Courier Fee means the fee for the delivery services related to an Order, that the Client pays to the Courier under the Delivery Agreement. The Courier Fee is calculated in accordance with the principles set out in Section 7.
● Delivery Agreement means the agreement between the Client and the Courier for thedelivery of the Item ordered by the Client concluded through the Verydeli Platform. Pick-Up Location means the address indicated on the Order, where the Client wishes to load the Item for delivery. Drop-Off Location means the address indicated in the Order, where the Client wishes to receive the ordered Item.
● General Terms means these terms and conditions applicable to the relationship between Verydeli and the Client in relation to the use of the Verydeli
Platform by the Client.
● Marketplace means the virtual marketplace created through the Verydeli Platform and operated by Verydeli that enables the participating Delivery
Operators to market their Items to Users so that the Users can order the Item and enter into the Sales Agreement with the Delivery Operator as Clients for purchasing the Item and utilize the on-demand delivery services offered at the Marketplace by the Couriers.
● Item means any ready-made Item and/or other delivery products or services that the Delivery Operator sells through the Verydeli
Platform.
● Item Price means the net price (together with applicable value added, sales or other taxes where applicable) that the Client has to pay to the
Delivery Operator for the ordered Item.
● Minimum Order Value means the amount determined by the Verydeli Platform which indicates the minimum Item Price of an Item for which an Order can be placed through the Verydeli Platform.
● Minimum Value Compensation means the fee payable by Client to Verydeli in accordance with Section 3.3 in order to compensate for the difference between the Minimum Order Value and the Item Price of a particular Order.
● Order means the order of an Item that the Client has placed with the Delivery Operator.
● Order Price means the price that the User has to pay for the purchase(d) Item(s) and delivery of the Order.
● Delivery means each and every establishment through which the Delivery Operator conducts its business on the Verydeli Platform.
● Delivery Operator means the operator of any Delivery, café, bistro, food kiosk, canteen, delivery-only-kitchen, gastronomy department in a grocery store or other Item production establishment that provides its services on the Verydeli Platform.
● Sales Agreement means the agreement between the Client and the Delivery for the sale of Items in accordance with the Order.
● User means any person that has registered a user account on the Verydeli Platform and uses the services of the Verydeli Platform through that
user account.
2. LEGAL FRAMEWORK
2.1. The Verydeli Platform enables the Client to order Items from Delivery Operators and arrange the delivery of the Orders to the Drop-Off Location.
2.2. For the sale of Items through the Verydeli Platform a Sales Agreement is concluded directly between the Client and the Delivery Operator. For the delivery of the Order, the Client enters into a Delivery Agreement directly with the Courier. The Sales Agreement and the Delivery Agreement are deemed to be concluded from the moment that the Order is confirmed on the Verydeli Platform.
2.3. By operating the Verydeli Platform and the Marketplace, Verydeli acts only as a provider of the information society service and is neither a party to the Sales Agreement or the Delivery Agreement. Verydeli is not the manufacturer or seller of the Items or provider of the delivery services and is not liable in any way for the performance of the Sales Agreement or the Delivery Agreement.
2.4. By operating the Verydeli Platform, Verydeli acts as the agent for the Delivery Operators in relation to mediation of Sales Agreements between the Delivery Operators and the Clients. Verydeli also acts as the agent for the Couriers in relation to mediation of Courier Agreements between the Couriers and the Clients. As the agent Verydeli has been authorized by each Delivery Operator and each Courier to receive payments from the Clients on behalf of the respective principal and allocate the received funds between the Delivery Operators and the Couriers.
3. ORDERING Items THROUGH Verydeli PLATFORM
3.1. The Client can select and order Items through the Verydeli Platform. In the event that the Delivery Operator cannot provide the Item as requested in the Order, the Delivery will not confirm the Order in the Verydeli Platform. The Delivery Operator may contact the Client in order to agree on changes to the Order, so that the initial Item Price would remain the same. If no agreement is reached or if the Client would have to pay more or less for the replacement Item than the ordered Item, the Order will be canceled and the Client will not be charged for the Order or (where applicable) the Order Price will be returned to the Client in full.
3.2. The Client has a right to receive Items which comply with their description set out in the Verydeli Platform and any specific requirements (if agreed upon). In case of doubt regarding any allergies that the Client may have to any Items, the Client is to contact the Delivery Operator for further information.
3.3. If the Minimum Order Value applies and the Item Price related to an Order is below that Minimum Order Value the Client can place an Order and it will be confirmed by Verydeli on the condition that the Client compensates the difference between the Minimum Order Value and the Item Price for that Order in the form of the Minimum Value Compensation payable to Verydeli.
3.4. During the creation of a User account enabling access to the Verydeli Platform, the User’s mobile number is linked to the respective Verydeli User account and added to Verydeli’s database. If the User is no longer using the mobile number, he/she must notify Verydeli within 7 days so that the User’s account data could be anonymized. If the User does not notify Verydeli about any change to his/her number, the mobile operator might pass the same mobile number to a next person and when using the Verydeli Platform, this new person can see the User’s data.
4. ORDERING DELIVERY THROUGH Verydeli PLATFORM
4.1. Upon placement of the Order the Client has to arrange the delivery service by the Courier through the Verydeli Platform in order to procure delivery of the Item to the requested Drop-Off Location (i.e. there is no self-pick up option). The Client will enter into the Delivery Agreement with the Courier through the Verydeli Platform.
4.2. The Courier will deliver the Order to the Drop-Off Location indicated by the Client through the Verydeli Platform. The Client and the Courier may agree on a different Drop-Off Location, provided that the new address is close to the original Drop-Off Location (not more than a few blocks away).
4.3. The Client must be present at the Drop-Off Location at least at the estimated time of delivery of the Order indicated on the Verydeli Platform. The Client must be available to receive calls at the phone number submitted through the Verydeli Platform from the moment of submitting the Order on the Verydeli Platform until receiving the Order from the Courier.
4.4. Verydeli may cancel the delivery and charge the Client for the full price of the Order in the following cases:
4.4.1. the Client is not available at the Drop-Off Location within 10 minutes of the arrival of the Courier thereto;
4.4.2. the phone number provided by the Client cannot be reached by the Courier within 10 minutes; or
4.4.3. The Client and the Courier fail to agree on a new Drop-Off Location according to Section 4.2 above.
4.5. Any delivery time or other time estimate communicated to the Client by the Courier or Verydeli through the Verydeli Platform are only estimated times. There is no guarantee that the Item will be delivered at the estimated time. Delivery times of the Orders may also be affected by factors such as traffic jams, rush hours and weather conditions.
5. COMPLAINTS
5.1. If the Client has any complaints regarding the ordered Items or the delivery of the Order, the Client is encouraged to inform Verydeli thereof through the Verydeli Platform as soon as possible, but no later than within one month of the delivery of the specific Order. Verydeli may request a photograph of the Item or other evidence or explanation of the circumstances related to the complaint.
5.2. Verydeli may provide a refund or account credit in respect of the affected Item or part of the Item or the delivery if Verydeli has reasonable cause to believe that the complaint is justified.
6. PAYMENTS AND INVOICING
6.1. The Client has to pay the Item Price to the Delivery Operator in the amount indicated on the Verydeli Platform. Item Prices in the Verydeli Platform may differ from the Item Prices in the Delivery. The Item Prices on the Verydeli Platform may be changed from time to time before making an Order.
6.2. The Client has to pay the Courier Fee to the Courier in the amount calculated by the Verydeli Platform. The Courier Fee will be calculated taking into account the time of delivery, length of delivery route, means of delivery and other criteria. The applicable Courier Fee will be indicated to the Client prior to confirmation of the Order. The details of calculation of the Courier Fee may be adjusted from time to time by Verydeli taking into account the market situation, supply and availability of the Couriers on the Marketplace, and other factors relating to the service.
6.3. Verydeli, acting as an agent of the Delivery and the Courier shall prepare and issue to the Client the invoices or receipts for the Item Price and the Courier Fee on behalf of the Delivery Operator and the Courier respectively, and accept the Client’s payment for the invoices on behalf of the Delivery Operator and the Courier. Verydeli is authorized to collect the Item Price and the Courier Fee from the Client on behalf of the Delivery Operator and the Courier respectively and distribute the sums accordingly to the respective principal.
6.4. All payments are processed from the Client's payment card or other payment methods activated by the Client on the Verydeli Platform. Payments are processed through a third-party payment processor. Upon confirming the Order the Client authorizes the payment with its payment card or using other eligible payment methods in the amount of the Order Price, and the respective amount will be reserved on the payment card or through other means of payment. The payment related to the Order will be performed and charged from the Client’s payment card or using other payment methods within 72h from confirmation of the Order.
6.5. The payment obligations of the Client arising from the Sales Agreement and the Delivery Agreement are deemed to be fulfilled respectively towards the Delivery Operator and the Courier when payment has been performed to Verydeli and charged from the Client’s credit card. If the Order Price cannot be reserved on the Client’s credit card, the Order will not be forwarded to the Delivery.
6.6. Verydeli, at its sole discretion, can make promotional offers and discounts regarding the Item Price or the Courier Fee.
6.7. Verydeli has the right to establish a Minimum Order Value that applies to Orders, for which the Item Price is less than the Minimum Order Value and charge the Client for Minimum Value Compensation in accordance with Section 3.3.
7. CANCELLATION AND SUSPENSION OF USE
7.1. The Client may not withdraw from or cancel an Order after having made the payment order for paying the respective Order Price.
7.2. Verydeli is entitled to remove a Client from the Verydeli Platform with immediate effect and/or refuse or cancel any Orders, if the Client causes any abuse or harm to the Verydeli Platform, if Verydeli has reasonable belief of fraudulent acts by the Client when using the Verydeli Platform, or if the Client otherwise fails to comply with his/her obligations under these General Terms (e.g. by not being present at the Drop-Off Location on several occasions, as per Section 4.4).
7.3. The Client may not use the Verydeli Platform for money laundering purposes. If the Client violates this Section 7.3, Verydeli may permanently suspend the Client from using the Verydeli Platform.
8. LICENCING, INTELLECTUAL PROPERTY RIGHTS AND DATA PROCESSING
8.1. By registering on the Verydeli Platform, Verydeli grants the User a revocable, non-exclusive, non-transferable, non-sublicensable license to use the Verydeli Platform for the purpose of ordering Items and arranging the delivery of the Orders.
8.2. All intellectual property rights regarding the software, documentation or information used or developed by or on behalf of Verydeli during the provision of the information society
services under these General Terms (incl. the Verydeli Platform and any material uploaded therein) belong to Verydeli (or, sometimes, to a limited extent, the Delivery Operator). The User shall not copy, modify, adapt, reverse-engineer, decompile or otherwise discover the source code of the Verydeli Platform or any other software used by Verydeli or extract or use any data on the Verydeli Platform for commercial purposes or any other purpose than ordering Items. The User shall use the Verydeli Platform solely for his/her personal, non-commercial purposes.
8.3. The principles for processing the Users’ and Clients’ personal data is set out in the Privacy Policy available on the Verydeli Platform.
8.4. Verydeli is not providing any warranties, guarantees or representations regarding the quality of the Verydeli Platform, including regarding the absence of apparent or hidden defects, fitness for ordinary or particular (special) purpose, and Verydeli is not required to satisfy the User’s claims regarding the quality of the Verydeli Platform.
9. LIABILITY
9.1. The Delivery Operator is solely liable for any defects in the quality and quantity of the ordered Items or other shortcomings in the performance of the Sales Agreement and Verydeli does not assume any liability thereof (including liability for any allergic reactions to Items or any other health issues).
9.2. The Couriers are solely responsible for the performance of the Delivery Agreement and Verydeli does not assume any liability thereof.
9.3. If a User suspects that his/her credit card associated with their Verydeli Platform has been stolen and/or is being fraudulently used by a third party, the User has to inform Verydeli thereof immediately. Until receiving such notification, Verydeli will not be liable for any fraudulent use of the User’s credit card by third parties on the User’s account.
9.4. The Verydeli Platform is provided to the User strictly on an "as is" basis. Verydeli will not be liable for any interruptions, connection errors, unavailability of, or faults in the Verydeli Platform.
10. MISCELLANEOUS
10.1. Verydeli reserves the right to make changes to the General Terms at any time, by uploading the revised General Terms onto the Verydeli Platform and notifying all Users thereof.
10.2. Verydeli may change or remove different parts of the Verydeli Platform or change the Verydeli Platform, its features and the selection of Delivery Operators participating in the Verydeli Platform in part or in whole at any time without prior notice.
10.3. The use of the Verydeli Platform and all legal relations formed thereunder will be governed by the substantive law of Lithuania.
10.4. Where versions of these General Terms exist in any other language, the English language version shall prevail.
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General Terms to Verydeli delivery service with the Courier
Updated on 07.2024
These General Terms shall apply to all relations between Verydeli and the Courier (and the Delivery Operators, the Courier’s employee / contractor should it be the case) in the course of using the Verydeli Platform, as defined below. By signing up in the account provided by Verydeli to access the Verydeli Platform, the Delivery Operators, Courier and the Courier’s registered employees / contractors agree to the application and content of these General Terms and is informed about the processing of the Delivery Operators, Courier (and its registered employees / contractors)’s personal data disclosed during registration and use of the Verydeli Platform on the conditions set out in these General Terms and the Privacy Policy.
1. DEFINITIONS
● Actual Delivery Cost means the actual total cost of each delivery to be transferred to the Courier. The amount of the Actual Delivery Cost is calculated in accordance with Section 7.1 below.
● Agency Fee means the fee payable to Verydeli by the Courier in accordance with Section 7.3 below for the provision of agency services to the Courier.
● Verydeli means UAB Investus LT (Platform Services Distributor), registry code 306315205, address Kalvarijų 125, Vilnius, 09131, Lithuania, e-mail address platform[@]verydeli.online . https://www.verydeli.eu/Delivery-Supply-Platform/Contacts .
● Verydeli Group Companies means companies over which UAB Investus LT (registry code 306315205, Kalvarijų 125, Vilnius, 09131, Lithuania), exercises right of control.
● Verydeli Partners means local representatives, local branches, agents appointed or mandated by UAB Investus LT.
● Verydeli Platform means the delivery supply platform operated by Verydeli as the information society service, in a capacity of provider of the online intermediation services, that (i) enables the Delivery Operator to market its Items with delivery option to Users and enter into Sales Agreements for the sale of Items to Clients, (ii) enables the Users to place Orders of Items with the Delivery Operator, enter into the Sales Agreements as Clients and arrange the delivery of the Order from a Courier and (iii) enables the Courier to offer delivery services to the Clients for the delivery of the Orders.
● Client means any User of the Verydeli Platform that has placed an Order and enters into a Sales Agreement with the Delivery Operator and a Delivery Agreement with the Courier.
● Confidential Information means know-how, trade secrets and other information of a confidential nature (including, without limitation, all proprietary technical, industrial and commercial information, customers’ and suppliers’ data and techniques in whatever form held as well as any information regarding: (i) the business; and (ii) the contents of the General Terms.
● Courier means any sole entrepreneur or legal entity who has been registered by Verydeli as a provider of the delivery service to the Client with respect to Items ordered through the Verydeli Platform.
● Courier Fee means the gross fee payable for the delivery services related to an Order, by the Client to the Courier under the Delivery Agreement, exclusive of any discount, and / or incentive offered by Verydeli. The Courier Fee is calculated in accordance with the principles set out in Section 7.
● Delivery Agreement means the agreement between the Client and the Courier for the delivery of the Order, concluded through the Verydeli Platform.
● Pick-Up Location means the address indicated on the Order, where the Client wishes to load the Item for delivery.
● Drop-Off Location means the address indicated on the Order, where the Client wishes to receive the ordered Item.
● General Terms means these terms and conditions applicable to the relationship between Verydeli and the Couriers, and the Courier’s employee / contractor should it be the case), in relation to the use of the Verydeli Platform by the Couriers.
● Item means any ready-made Item and/or other delivery products or services that the Delivery Operator sells through the Verydeli Platform.
Marketplace means the arrangements and functionalities of the Verydeli Platform that facilitate the use of on-demand delivery services provided by the Couriers.
● Marketplace Fees means the fees that are payable to the Couriers in accordance with Section 7.4.
● Item Price means the gross price (including with applicable value added, sales or other taxes where applicable) that the Client has to pay to the Delivery Operator for the ordered Item.
● Minimum Order Value means the amount determined by the Verydeli Platform which indicates the minimum Item Price of an Item for which an Order can be placed through the Verydeli Platform.
● Minimum Value Compensation means the fee payable by Client to the Courier in accordance with Section 7.3 (in order to compensate the difference between the Minimum Order Value and the Item Price of a particular Order.)
● Order means the order of an Item that the Client has placed with the Delivery Operator through the Verydeli Platform.
● Order Price means (gross) the price that the User has to pay for the purchase(d) Item(s) and delivery of the Order.
● Request means a signal sent out to one or more Couriers or the Courier’s employee / contractor should it be the case, indicating the time and location of Order pick up.
● Delivery means each and every establishment of the Delivery Operator listed on the Verydeli Platform.
● Delivery Operatormeans the operator of any Delivery, café, bistro, delivery kiosk, canteen, delivery-only-kitchen, gastronomy department in a grocery store or other Item production establishment that Verydeli has concluded an agreement with.
● User means any person that has registered a user account on the Verydeli Platform and uses the services of the Verydeli Platform through that user account.
2. LEGAL FRAMEWORK
2.1. The Verydeli Platform enables the Client to order Items from Delivery Operators and arrange the delivery of the Orders to the Client by the Courier.
2.2. For the delivery of the Order, the Client enters into a Delivery Agreement directly with the Courier. The Delivery Agreement is deemed to be concluded from the moment that the Courier, or the Courier’s employee / contractor, has accepted the Request through the Verydeli Platform.
2.3. By operating the Verydeli Platform, Verydeli acts only as a provider of the information society service, in a capacity of provider of the online intermediation services (within the meaning of Regulation (EU) 2019/1150 of the European Parliament and of the Council of 20 June 2019 on promoting fairness and transparency for business users of online intermediation services (the “Online Platform Regulation”)), and is not a party to the Delivery Agreement. The Courier, or the Courier’s employees / contractors, are not employed by Verydeli and do not act as Verydeli’s subcontractor, but provide the delivery service to the Client as independent contractors pursuant to the Delivery Agreement.
2.4. By operating the Verydeli Platform, Verydeli acts as an independent agent for the Couriers in relation to brokerage of Delivery Agreements between the Couriers and the Clients. As the agent Verydeli is authorised by each Courier as principal to receive payments from the Clients and Delivery Operators on behalf of and/or for the benefit of the Couriers and allocate the received funds to the respective Courier in accordance with these General Terms. These General Terms do not aim in whatsoever way at forming an employer-employee relationship between Verydeli and the Courier, or the Courier’s employees / contractors.
3. MEANS OF DELIVERY
3.1. The Couriers, or the Courier’s employees / contractors, may choose the means for providing the delivery service at their own discretion.
3.2. The Courier is solely responsible for complying with all relevant laws and regulations for operating and using the chosen means of transport (e.g. licences, insurances, etc).
3.3. The Courier must ensure that, at all times, itself or its employees / contractors (if any) conform to the requirements of this General Terms and agree to act in accordance with the conditions and obligations thereof and any further agreements with Verydeli. The Courier and its employees and/or contractors shall remain jointly and severally liable for any infringement deriving from the conduct of such employee / contractor.
4. PROVISION OF SERVICES IN Verydeli PLATFORM BY COURIER
4.1. After receiving the account details from Verydeli, the Courier, or the Courier’s employees / contractors, may commence using the Verydeli Platform on their smartphone or tablet. Verydeli does not provide the devices or sufficient internet connection for using the Verydeli Platform. Verydeli is not liable for the proper functioning of the Verydeli Platform on any device.
4.2. The Courier, or the Courier’s employees / contractors, warrant and represent that during the course of providing the delivery service, they comply with all relevant laws and regulations applicable to the provision of delivery service to the Client and with all requirements set out in Schedule 2 (Requirements for providing delivery service).
4.3. The detailed guidelines for using the Verydeli Platform are set out in Schedule 3 (Instructions for using Verydeli Platform).
4.4. The Courier, or the Courier’s employees / contractors, may provide the delivery service during all times that they are signed-in in the Verydeli Platform. The Courier, or the Courier’s employees / contractors, are welcomed to wear Verydeli branded clothes, if they have opted to buy them, at all times. For the provision of the delivery service, the Courier, or the Courier’s employees / contractors, may use their own Verydeli-branded thermo-bags or a personal thermo-bag. During the provision of delivery service brokered under the Verydeli Platform the Courier, or the Courier’s employees / contractors, are restricted from using any clothing, accessories or equipment which displays or includes any logos or branding of a competing delivery supply platform as this may be damaging to Verydeli’s reputation and brand awareness. For the sake of clarity, the Courier is the sole proprietor of its equipment and Verydeli does not impose the utilisation of any particular equipment in the execution of its services to the Client, which choice is left to the sole discretion of the Courier.
4.5. The Courier, or the Courier’s employees / contractors, may choose the time and duration of providing the delivery service on the Verydeli Platform at their own discretion. Notwithstanding the above, the Courier, or the Courier’s employees / contractors, must complete the delivery of any accepted Order before discontinuing the provision of services pursuant to the respective Delivery Agreement.
4.6. The Client may leave feedback and make complaints regarding the delivery service through the Verydeli Platform. Verydeli shall tend to the complaints at its own discretion, investigate the complaint (where necessary) and decide on the further course of action in resolving the complaints. If the Courier, or the Courier’s employees / contractors, has materially breached its obligations or has received several complaints, Verydeli has the right to temporarily or permanently suspend the Courier, or the Courier’s employees / contractors, from using the Verydeli Platform as specified further below.
4.7. Notwithstanding the safeguards provided for under the Online Platform Regulation in terms of restriction, suspension and termination, the Verydeli Platform is provided “as is” and Verydeli cannot guarantee that the Verydeli Platform will not be subject to change, modification or be discontinued either temporarily or permanently at any given time.
5. PICKUP OF ORDER
5.1. As per the Delivery Agreement, the Courier, or the Courier’s employees / contractors, have to pick up the accepted Order at the time and location indicated on the Verydeli Platform.
5.2. In compliance with the delivering food delivery safety and hygiene regulation, the Courier, or the Courier’s employees / contractors, have to place the food Item, which is previously packaged by the Delivery, into the thermo-bag without adding or removing any packaging.
6. DELIVERY OF ORDER
6.1. The Courier, or the Courier’s employees / contractors, may choose the route of delivery at their own discretion, provided that the Order is delivered to the address indicated on the Verydeli Platform as soon as reasonably possible, as per the Delivery Agreement. The Verydeli Platform calculates a suggested route and an estimated delivery time for the delivery of the Order, which are not binding to the Courier, or the Courier’s employees / contractors.
6.2. The Courier, or the Courier’s employees / contractors, may not open the packaging of the Delivery and has to deliver the Item as prepared by the Delivery Operator. The Courier, or the Courier’s employees / contractors, are not allowed to change, modify, add to, remove from or temper with the Item in any way.
6.3. The Courier, or the Courier’s employees / contractors, have to hand over the Order to the Client at the Drop-Off Location indicated on the Verydeli Platform. Detailed guidelines for cases where the Courier, or the Courier’s employees / contractors, are unable to deliver the Order at the Drop-Off Location is set out in Schedule 3 (Guidelines for using Verydeli Platform).
7. FEES
7.1. For each delivery the Courier will receive the Actual Delivery Cost, which is calculated by the Verydeli Platform in accordance with the principles of dynamic pricing, taking into account the distance and time of delivery, the traffic situation, weather conditions, the pool of couriers available on the Marketplace and other factors.
7.2. Courier acts as an independent contractor for the Client and as part of the Actual Delivery Cost the Courier shall be entitled to a Courier Fee payable by the Client for the delivery service rendered under the Delivery Agreement. The Courier Fee is calculated within the Verydeli Platform for each delivery.
7.3. If an Order is subject to Minimum Order Value, the Client will pay to the Courier the Minimum Value Compensation.
Verydeli will procure that the difference between the Actual Delivery Cost and the aggregate amount of the Courier Fee and (where applicable) the Minimum Value Compensation will be compensated to the Courier in the form of Marketplace Fees.
7.4. If the Courier Fee together with the Minimum Value Compensation (where applicable) exceeds the Actual Delivery Cost, then Verydeli is entitled to charge the Agency Fee from the Courier in the amount by which the sum of the Courier Fee and (where applicable) the Minimum Value Compensation exceeds the Actual Delivery Cost.
7.5. The details of calculation of the Actual Delivery Cost will be adjusted from time to time by Verydeli taking into account the number of orders, market situation, weather conditions, supply, availability of the Couriers on the Marketplace, and other factors related to the delivery service.
7.6. Verydeli may establish a marketing fee payable to the Couriers for participating in the marketing of Verydeli brand.
7.7. Verydeli has the right to establish other fees applicable to the Courier by updating these General Terms and notifying the Courier through the Verydeli Platform thereof, any such amendments will enter into force as per the conditions set forth herein and in accordance with the Online Platform Regulation.
INVOICING
7.8. The Courier, shall prepare and issue to the Client the invoice(s) for the Courier Fee and (where applicable) for the Minimum Value Compensation upon request of the Client and in any case issue a receipt to the Client for the Courier Fee and (where applicable) for the Minimum Value Compensation. The payment obligation of the Client arising from the Delivery Agreement is deemed to be fulfilled when the payment is credited onto the bank account of Verydeli.
7.9. The Courier shall prepare and issue to Verydeli on a weekly basis the invoice for any due amounts by Verydeli based on the received Verydeli’s summary / claim statement.
7.10. Verydeli undertakes to forward all Courier Fee and (where applicable) the Minimum Value Compensation payments from the Client to the Courier’s bank account that was provided to Verydeli by the Courier. In the event that the Courier has to pay the Agency Fee to Verydeli under Section 7.5 of these General Terms, Verydeli shall prepare and issue an invoice to the Courier for the Agency Fee (if and as necessary) and deduct the Agency Fee from the payments made to the Courier.
7.11. Invoicing and payments between Verydeli and the Courier will be made after each reference period. The reference period shall be one week.
8. SUSPENSION OF USE AND TERMINATION
8.1. If the Courier or the Courier’s employees / contractors breach any of the obligations set out in these General Terms, Verydeli has the right to temporarily or permanently restrict or suspend the Courier (or any of its employees or contractors) from using the Verydeli Platform without any obligation to compensate for the loss of profit.
8.2. Verydeli has the ordinary right to terminate this agreement by giving notice at least 30 days prior to the termination taking effect
The notice period shall not apply and the termination shall produce immediate effect, if Verydeli:
9.2.1. has a legal or regulatory obligation to terminate this agreement in a manner which does not allow it to respect that notice period; or
9.2.2. exercises a right of termination under an imperative reason pursuant to national law; or
9.2.3. can demonstrate that the Courier or the Courier’s employees / contractors have repeatedly infringed any of the applicable terms and conditions (including those requirements provided under the Schedules herein).
8.3. If Verydeli temporarily or permanently restricts, suspends or terminates the Courier or the Courier’s employees / contractors, from using the Verydeli Platform, it shall provide the Courier with a statement of reasons, prior to or at the time of the restriction or suspension taking effect or at the time of termination notice.
The statement of reasons shall contain the specific facts or circumstances, including contents of third party notifications, that led to the suspension or termination, as well as a reference to the applicable grounds referred to in point 9.1. and 9.2.
Verydeli does not have to provide a statement of reasons where it has a legal or regulatory obligation not to provide it, or where Verydeli can demonstrate that the Courier or the Courier’s employees / contractors have repeatedly infringed the applicable terms and conditions, resulting in termination of the agreement with immediate effect (including in case of material breach).
8.4. Verydeli will provide the Courier or the Courier’s employees / contractors with the opportunity to clarify the facts and circumstances that led to the restriction, suspension or termination in the internal complaint-handling process of Verydeli. If the restriction, suspension or termination is revoked by Verydeli, the Courier or the Courier’s employees / contractors shall be enabled to continue to perform its services without any limitation of accessing personal or other data, or both resulting from its prior use of the Verydeli Platform.
8.5. The Courier has the ordinary right to terminate this agreement by giving notice at least 14 days in advance.
8.6. The termination of these General Terms will not affect:
8.6.1. any accrued rights of either party, including any right to receive any payments due but unpaid before the termination; or
8.6.2. obligations, which are expressed to survive the termination.
9. LICENCING, INTELLECTUAL PROPERTY RIGHTS AND DATA PROCESSING
9.1. Verydeli grants a revocable, non-exclusive, non-transferable, non-sublicensable licence to the Courier and the Courier’s employees / contractors for using the Verydeli Platform for the sole purpose of offering delivery services to the Clients under the Delivery Agreements.
9.2. All intellectual property rights regarding the software, documentation or information used or developed by or on behalf of Verydeli during the provision of the information technology services under these General Terms (including, but not limited to the Verydeli Platform and Confidential Information), as well as all data and statistics about the Deliveries made through the Verydeli Platform belong to Verydeli. The Courier or the Courier’s employees / contractors shall not copy, modify, adapt, reverse-engineer, distribute, decompile or otherwise discover the source code of the Verydeli Platform or any other software used by Verydeli. Verydeli shall maintain the data and statistics about the Deliveries for each reference period for a period of [one year] after the end of said reference period.
9.3. The Courier or the Courier’s employees / contractors shall not use the Verydeli Platform for unauthorised or unlawful purposes or impair or seek to impair the proper operation of the Verydeli Platform.
9.4. The Courier or the Courier’s employees / contractors will process the data of the Clients in accordance with Schedule 1 of these General Terms (Data Processing Agreement). The terms and conditions for processing the personal data of the Couriers, who are natural persons, are established in the Privacy Policy, available on Verydeli’s website.
10. CONFIDENTIALITY
10.1. During the term of the agency relations and for a period of five years following the expiry or termination of the agreement, Verydeli and the Courier,or the Courier’s employees / contractors, shall not disclose and shall maintain the confidentiality of all Confidential Information of the other party.
10.2. Confidential Information of the other party may be disclosed to third parties only subject to a prior written notice of the other party. Notwithstanding the above, Confidential Information may be disclosed to the party’s attorneys, auditors, accountants, consultants and subcontractors, provided that such persons perform their obligations in connection with the Agreement if subject to an identical or essentially identical confidentiality obligation.
11. ANTI-MONEY LAUNDERING RULES
11.1. The Courier has to be in compliance with the requirements of any applicable anti money laundering laws and regulations and may not use the Verydeli Platform for money laundering purposes. The Courier warrants that he/she is not subject to any international
sanctions, anti-terrorism or similar laws, decrees, ordinances, orders, demands, requests, rules or requirements.
11.2. Verydeli, or any third party delegated party from Verydeli, has the right to conduct reviews of the Courier,or the Courier’s employees / contractors’ compliance with anti money laundering rules and/or suspend the Courier or the Courier’s employees / contractors from using the Verydeli Platform without prior notice, for the purpose of detecting fraud or any other violation thereof.
11.3. The Courier, or the Courier’s employees / contractors, has to notify Verydeli immediately of any circumstances that may refer to a violation of this Section 12.
12. LIABILITY
12.1. The Courier is solely liable for the performance of the Delivery Agreement and for any claims presented under the Delivery Agreement. Verydeli, Verydeli Group Companies or Verydeli Partners are not liable for any failure or non-conformity of performing the Delivery Agreement and assume no liability for any traffic violations or accidents sustained during the performance of the Delivery Agreement.
12.2. Verydeli is liable for damages or loss of profit that the Courier or the Courier’s employees / contractors may bear only in cases of intentional or grossly negligent breaches of these General Terms by Verydeli.
12.3. The Courier shall indemnify, defend and hold Verydeli, Verydeli Group Companies or Verydeli Partners harmless from and against any and all claims (including claims filed by the Client due to the breach by the Courir of the Delivery Agreement), suits, actions or administrative proceedings, demands, losses, damages, costs, and expenses of whatsoever nature, including attorney’s fees and expenses in respect of or resulting from the provision of the delivery services by the Courier or the Courier’s employees / contractors under these General Terms and / or the violations of the representation and warranties provided herein.
13. GOVERNING LAW, COMPLAINTS AND DISPUTES
13.1. These General Terms and any rights or claims arising out of or in connection with the Delivery Agreement shall be governed by the substantive law of the Republic of Lithuania.
13.2. Verydeli makes available its internal complaint-handling process within the Verydeli Platform for the resolution of any claims arising out of or in connection with the Delivery Agreement and the present General Terms whereby the Couriers are able to submit complaints (via email addressed to platform[@]verydeli.online), especially with regards to the matters below:
13.2.1. alleged non-compliance by Verydeli with any obligations laid down in the Online Platform Regulation which affects the Courier,
13.2.2. technological issues which relate directly to the performance of Verydeli Platform,
13.2.3. measures taken by, or any behaviour of Verydeli which relate directly to its services, and which affects the Courier directly.
If the respective dispute resulting from these General Terms or the Delivery Agreement could not be settled by neither the internal complaint-handling process nor mediation, then the dispute will be finally solved in Court in Vilnius, Lithuania.
Verydeli will bear a reasonable proportion of the total costs of mediation in each individual case. Such a reasonable proportion of those total costs will be determined, on the basis of a suggestion by the mediator, by taking into account all relevant elements of the case at hand.
14. MISCELLANEOUS
14.1. Where versions of the Agreement exist in any other language, the English version shall prevail.
14.2. Verydeli reserves the right to update the General Terms anytime, by notifying the Courier either through the Verydeli Platform or the e-mail address provided to Verydeli.
Any changes to the General Terms will be notified on a durable medium to the Courier within a set notice period which is reasonable and proportionate in light of the specific circumstances and which is at least 15 days from notification. Verydeli will grant longer notice periods when this is necessary to allow technical or commercial adaptations to comply with the changes. This 15 days notice period shall not apply where Verydeli:
(a) is subject to a legal or regulatory obligation which requires it to change its terms and conditions in a manner which does not allow it to respect the 15 days notice period;
(b) has exceptionally to change its terms and conditions to address an unforeseen and imminent danger related to defending the online intermediation services, consumers or business users from fraud, malware, spam, data breaches or other cybersecurity risks.
The Courier is in any case entitled to waive such notice period by means of a written statement or a clear affirmative action, except in case of editorial changes .
During the notice period, submitting new services, also by means of the Courier-s employees / contractors to the online intermediation services shall be considered clear affirmative action to waive the notice period, except in cases where the reasonable and proportionate notice period is longer than 15 days because the changes to the terms and conditions require significant technical adjustments. In such cases, the notice period shall not be considered automatically to be waived.
14.3. The Courier, or the Courier’s employees / contractors, may not assign any of the rights or obligations under these General Terms either in whole or in part.
14.4. The whole text of the present General Terms has been written in English, both versions being deemed authentic, but for legal and interpretative purposes the text in English shall prevail.
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SCHEDULE 1
DATA PROCESSING AGREEMENT
This Data Processing Agreement is an integral part of the Agreement and shall apply to all relations that are formed between Verydeli and the Courier or the Courier’s employees / contractors in the course of using the Verydeli Platform and relate to processing of the personal data.
PART 1
Background information:
A. In the course of performance of the Delivery Agreement and use of the Verydeli Platform, Verydeli and the Courier share personal data with each other as separate data controllers.
B. In case of a conflict between the Delivery Agreement and the Data Processing Agreement with regard to the processing of personal data, the Data Processing Agreement shall prevail.
1. GENERAL PROVISIONS AND DEFINITIONS
1.1. The terms used in this Data Processing Agreement are used in the meaning given to them in the Agreement or in the meaning given to them in Article 4 of the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council (hereinafter the GDPR). The term “data subject” shall mean the identified or identifiable natural person who uses Verydeli Platform and to whom the personal data shared relates.
1.2. In the meaning of GDPR, Verydeli and the Courier shall both be data controllers with regard to the personal data processing conducted by each in the respective scope.
2. GENERAL OBLIGATIONS OF COURIER
2.1. The Courier shall process personal data only in accordance with the applicable law, the terms and conditions of the Agreement and the terms and conditions of this Data Processing Agreement.
2.2. The Courier shall not process personal data outside the European Economic Area.
2.3. The Courier agrees to process personal data received from Verydeli only in accordance with the data processing principles described in Part 2 herein and only for the purposes described in Part 3 herein, unless the data subject has separately authorised Courier for further processing. For the avoidance of doubt, the Courier may not use the data subject’s personal data for marketing purposes, unless the data subject has expressly stated otherwise.
2.4. The Courier shall ensure the full confidentiality of the personal data received from Verydeli. The Courier shall ensure that access to the personal data received from Verydeli shall be given to only those representatives of the Courier who require it strictly in relation to the performance of their duties under the Delivery Agreement and that all such representatives are subject to a confidentiality obligation.
2.5. The Courier shall ensure the security of personal data for the purposes of protecting personal data from accidental or unauthorised processing, disclosure or destruction. The Courier shall inter alia procure that no physical or other copies are made of the data provided to the Courier through the Verydeli Platform.
2.6. Upon the termination of the Agreement, the Courier and the Courier’s employees / contractors shall delete or destroy all personal data received from Verydeli, incl. all (backup) copies of the personal data in the possession of the Courier or the Courier’s employees / contractors that are received from Verydeli, unless otherwise required under applicable laws or data subject has authorised the Courier to further processing and retention of personal data.
2.7. If the Courier uses (sub)processors, the Courier shall assume full liability for the (sub)processor’s actions.
2.8. Verydeli has the right to check the performance of the Data Processing Agreement by the Courier at any time.
3. RIGHTS OF THE DATA SUBJECTS
3.1. Both Parties shall ensure that personal data processing procedures carried out by each are lawful.
3.2. The Courier shall guarantee that while processing the personal data, all the data subjects’ rights according to the GDPR are guaranteed to the data subjects, including but not limited to the following rights:
3.2.1. the right of access under GDPR Article 15,
3.2.2. the right to rectification under GDPR Article 16,
3.2.3. the right to erasure (“right to be forgotten”) under GDPR Article 17,
3.2.4. the right to restriction of processing under GDPR Article 18;
3.2.5. the right to data portability under GDPR Article 20.
4. PERSONAL DATA BREACHES
4.1. In case of a (suspected) personal data breach related to the personal data received from Verydeli or an incident that is likely to escalate into a personal data breach, the Courier shall immediately notify Verydeli thereof.
4.2. The Courier shall send the notification to Verydeli immediately, but no later than within 24 hours of learning about the data breach.
5. LIABILITY AND COMPENSATION FOR DAMAGE
5.1. The Courier shall assume full liability and indemnify and hold harmless Verydeli for any and all liability, damage, administrative fines or any other claims created for Verydeli or which any person submits against Verydeli with regard to the Courier’s violation of the Data Processing Agreement or requirements of the applicable law.
5.2. In case of a violation of any condition of the Data Processing Agreement or a requirement under the applicable law, the Courier shall compensate Verydeli in full for any damage caused directly or indirectly by the violation, including legal expenses associated with the violation.
5.3. The Courier shall immediately notify Verydeli if any claim or administrative fine is submitted against the Courier in relation to the Data Processing Agreement.
6. FINAL PROVISIONS
6.1. The Data Processing Agreement shall be valid during the term of the Agreement.
6.2. The Data Processing Agreement shall be governed by the laws of the Republic of Lithuania.
PART 2
Data processing principles:
1. Purpose limitation: Personal data may be processed and used only for purposes described in Part 3.
2. Data quality and proportionality: Personal data must be accurate, adequate, relevant and, where necessary, kept up to date.
3. Transparency: Data subjects must be provided with information about their collected personal data to ensure fair processing (information about the purposes of processing and transfer).
4. Security and confidentiality: Technical and organisational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction, unauthorised disclosure or access.
5. Rights of access, rectification, deletion and objection:The data subjects must be provided with the personal information about them that the data controller holds. Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles.
PART 3
1. Data subjects
Natural persons using the Verydeli Platform (Clients).
2. Purpose of data processing
Enabling the data subjects to use the Verydeli Platform for ordering the delivery of the ordered Items using Couriers or the Courier’s employees / contractors.
3. Categories of personal data
Following data disclosed about the data subject via Verydeli Platform:
3.1 first name and the first letter of the last name;
3.2 phone number;
3.3 Order contents and the Order Price;
3.4 address, where the Order is to be picked up or/and delivered (incl. gate codes etc, if applicable);
3.5 any other notes made by the Client to the Courier or the Courier’s employees / contractors through the Verydeli Platform.
4. Processing period
The data importer (Courier or the Courier’s employees / contractors) agrees to delete or destroy the personal data about each data subject received from the data exporter (Verydeli) within fourteen days after the fulfilment of each Order, unless the data subject has separately authorised the data importer (Courier or the Courier’s employees / contractors) to further processing.
5. Sensitive data
No sensitive personal data is transferred.
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SCHEDULE 2
REQUIREMENTS FOR PROVIDING DELIVERY SERVICE
This Schedule is an integral part of the agreement and the General Terms pertaining thereto. All capitalised terms have the same meaning as given to them in the General Terms.
1. Requirements for the Courier or the Courier’s employees / contractors 1.1. The Courier or the Courier’s employees / contractors are at least 18 years of age.
1.2. In compliance with the delivering delivery safety and hygiene regulation, the Courier or the Courier’s employees / contractors shall not provide the delivery service while he/she is carrying an illness which is likely to spread and that he/she is or may reasonably be aware of. The Courier or the Courier’s employees / contractors is and will at all times during the provision of the delivery service be medically fit to operate the means of delivery of its choosing. Verydeli has the right to request the submission of health fitness certificates from the Courier at any time for public safety reasons. If the Courier or the Courier’s employees / contractors gives reason to assume that the delivery would not be safe or if the Courier or the Courier’s employees / contractors refuses to provide the health certificate, Verydeli has the right, in the general public interest, to suspend the Courier’s or the Courier’s employees / contractors’ access to the Verydeli Platform.
1.3. The Courier or the Courier’s employees / contractors shall not provide the delivery service while under the influence of alcohol or drugs.
2. Provision of delivery service
2.1. If under the applicable law, the Courier needs to be registered as a service provider, entrepreneur or as a similar entity for taxation or other purposes, the Courier has to comply with relevant requirements for the entire period of providing the delivery service through the Verydeli Platform.
2.2. When the Courier joins the Verydeli Platform, he/she or its employees / contractors shall participate in a hygiene and health safety training and confirm that they have completed the training.
2.3. The Courier or the Courier’s employees / contractors will not engage in reckless behaviour while driving, including by driving unsafely, operating a vehicle that is unsafe to drive, permitting an unauthorised third party to accompany the Courier or the Courier’s employees / contractors in the vehicle while providing the delivery service.
2.4. The thermo-bags used for the food delivery must be clean and in good order. If a vehicle is used for food Delivery, the vehicle must also be clean and in good order.
2.5. The Courier or the Courier’s employees / contractors shall make certain before each delivery that the thermo-bag is clean and is used in a manner that ensures delivery and health safety and prevents the contamination or tempering of delivery. The Courier or the
Courier’s employees / contractors shall clean the thermo-bag as frequently as necessary with a cloth or swab to ensure that the thermo-bag is clean when delivering the Order.
2.6. The Courier or the Courier’s employees / contractors shall clean the thermo-bag using only such products and in such manner that does not cause contamination of delivery or pose a risk to human health. Cleaning products and disinfectants shall be used only pursuant to the instructions prepared by the producer of such products.
2.7. The Courier or the Courier’s employees / contractors shall ensure that the ordered Item is protected against contamination by way of remaining the thermo-bag neatly sealed during the entire delivery process. If something other than delivery is delivered in the same vehicle, the Courier or the Courier’s employees / contractors shall ensure that the Item is sufficiently separated in the thermo-bag to prevent contamination.
2.8. The Food Order shall be ready to be picked up by the Courier or the Courier’s employees / contractors no earlier than within the last 5 minutes of the Item preparation time frame.
2.9. The Courier or the Courier’s employees / contractors shall ensure to deliver the Order to the Client at latest within 1 hour after the food Item has been prepared by the Delivery.
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SCHEDULE 3
GUIDELINES FOR USING Verydeli PLATFORM
This Schedule is an integral part of the General Terms. All capitalised terms have the same meaning as given to them in the General Terms.
1. For providing the delivery service, the Courier or the Courier’s employees / contractors need to mark themselves as ‘active’ on the Verydeli Platform by pressing “Go Online” at any time. For discontinuing the provision of the delivery service for the day, the Courier or the Courier’s employees / contractors needs to mark him- or herself as ‘inactive’ on the Verydeli Platform by pressing “Go offline” at any time.
2. During the provision of the delivery service (and at other times), the Courier or the Courier’s employees / contractors are welcomed to wear Verydeli branded clothes, if they have opted to buy them.
3. When the Delivery Operator has accepted an Order placed by the Client, a Request is sent out to one of the nearby Couriers or the Courier’s employees / contractors. The Courier or the Courier’s employees / contractors may autonomously choose to accept or decline the Request.
4. The Courier or the Courier’s employees / contractors may accept new Requests also before the delivery of the previous Order is completed.
5. After picking up the Order at the Delivery, the Courier or the Courier’s employees / contractors marks the Order as “Picked Up” on the Verydeli Platform.
6. After handing over the possession of the Order to the Client, the Courier or the Courier’s employees / contractors marks the Order as “Delivered” on the Verydeli Platform.
7. If the Client fails to take possession of the Order (does not pick up the phone, does not answer the door, etc), the Courier or the Courier’s employees / contractors has to contact the Client on the phone number indicated on the Verydeli Platform on at least 3 separate occasions and stay with the Order at the Drop-Off Location during a 10 minute time frame. If the Client is still unavailable and unable to take possession of the Order, the Courier or the Courier’s employees / contractors will contact Verydeli’s customer service in order to authorise Verydeli to cancel the delivery and fully charge the Client for the delivery, as well as to receive further advice regarding the Order.
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General Terms to Verydeli service with the Partner
Updated on 07.2024
These General Terms are an integral part of the Agreement and shall apply to any relationship between Verydeli and the Partner related to the use of the Verydeli Platform.
1. DEFINITIONS
● Agency Fee means the fee payable by the Partner to Verydeli per every event of sale of the Partner’s Goods through the Verydeli Platform for the provision of agency services to the Partner.
● Agreed Percentage is the percentage agreed in the Special Terms that serves as the basis for the calculation of the Agency Fee.
● Agreement means the agreement between Verydeli and the Partner which consists of the Special Terms and these General Terms.
● Verydeli means UAB Investus LT, registry code 306315205, address Kalvarijų 125, Vilnius, 09131, Lithuania
● Verydeli Platform means the delivery supply platform operated by Verydeli as the information society service that (i) enables the Partner to market its Goods with delivery option to Users and enter into Sales Agreements for the sale of Goods to Clients, (ii) enables the Users to place Orders of Goods with the Partner, enter into the Sales Agreements as Clients and arrange the delivery of the Order from a Courier and (iii) enables the Courier to offer delivery services to the Clients for the delivery of the Orders.
● Client means any User of the Verydeli Platform that has placed an Order and enters into a Sales Agreement with the Partner and a Delivery Agreement with the Courier (if applicable).
● Confidential Information means know-how, trade secrets and other information of a confidential nature disclosed by one party to the other party (including, without limitation, all proprietary technical, industrial and commercial information, customers’ and suppliers’ data and techniques in whatever form held as well as any information regarding: (i) the business; and (ii) the contents of the Agreement.
● Courier means a service provider who has been registered in the Verydeli Platform as a provider of the delivery service with respect to Goods ordered through the Verydeli Platform.
● Courier Terms means the terms and conditions applicable to the relationship between Verydeli and the Couriers in relation to the use of the Verydeli Platform by the Couriers.
● Delivery Agreement means the agreement between the Client and the Courier for the delivery of the Order, concluded through the Verydeli Food Platform.
● Delivery Fee means the fee for the delivery services related to an Order, that the Client pays to the Partner under the Delivery Agreement in case the Partner wants to offer its own delivery services to the Client.
● General Terms means these general terms applicable to the Agreement and generally to the legal relationship between Verydeli and the Partner in the course of using the Verydeli Platform.
● Marketplace means the arrangements and functionalities of the Verydeli Platform that facilitate the use of on-demand delivery services provided by the Couriers.
● Marketplace Fees means all such service fees and costs that Verydeli may implement under Section 6.2 for covering the cost of the Marketplace and the availability of the Couriers.
● Minimum order value means the amount which indicates the minimum Goods Price for which an Order can be placed through the Verydeli Platform.
● Goods means any goods that the Partner sells through the Verydeli Platform.
● Goods Price means the price (VAT included) that the Client has to pay to the Partner for the ordered Goods.
● Opening Hours means the whole time period of a day during which the Partner accepts Orders and prepares Goods for pick-up by a Courier or directly by a Client (the Opening Hours indicated in the Verydeli Platform may differ from the opening hours of the Partner’s establishment).
● Order means the order of Goods that the Client has placed with the Partner.
● Order Price means the price that the User has to pay for the purchase and delivery (if applicable) of the Order.
● Partner means the operator of any Delivery Operator or store that Verydeli has concluded an Agreement with and where relevant, each and every establishment through which the operator conducts its business.
● Partner Specific Conditions means the variations from the General Terms and Schedules regarding the Partner, as set out in the Special Terms.
● Sales Agreement means the agreement between the Client and the Partner for the sale of Goods in accordance with the Order.
● Service Fees means the fees payable by the Partner according to Section 6.3.
● Small Order Fee means the fee payable by Client to the Partner in accordance with Section 6.5 in order to compensate for the difference between the Minimum Order Value and the Goods Price of a particular Order.
● Special Terms means the special terms under which the Agreement is concluded.
● User means any person that has registered a user account on the Verydeli Platform and uses the services of the Verydeli Platform through that user account.
2. LEGAL FRAMEWORK
2.1. Verydeli Platform enables the Partner to solicit Orders of Goods from the Clients, which will be delivered to the Clients by the Couriers or picked-up directly by the Clients.
2.2. For the sale of Goods through the Verydeli Food Platform, a Sales Agreement is concluded directly between the Client and the Partner. For the delivery of the Order, the Client enters into a Delivery Agreement directly with the Courier. In case the Client wishes the Order to be delivered by the Courier, the Sales Agreement is deemed to be concluded from the moment that the Order is accepted by the Partner and the Courier and an Order confirmation is sent to the Client. In case of self pick-up by the Client, the Sales Agreement is deemed to be concluded from the moment that the Order is accepted by the Partner and an Order confirmation is sent to the Client. The Partner will be liable for the Goods (and production of Goods, if applicable) according to the Sales Agreement and the Courier will be liable for the delivery of the Order according to the Delivery Agreement.
2.3. By operating the Verydeli Platform, Verydeli acts only as a provider of the information society service and is neither a party to the Sales Agreement or the Delivery Agreement. Verydeli is not the provider of the Goods or delivery services and is not liable in any way for the performance of the Sales Agreement or the Delivery Agreement.
2.4. By operating the Verydeli Platform, Verydeli acts as the agent for the Partners in relation to mediation of Sales Agreements between the Partners and the Clients. Verydeli also acts as the agent for the Couriers in relation to mediation of Delivery Agreements between the Couriers and the Clients. As the agent Verydeli has been authorised by each Partner and each Courier to receive payments from the Clients on behalf of the respective principal and allocate the received funds between the Partner and the Couriers in accordance with these General Terms and Courier Terms.
2.5. In case the Partner wants to offer its own delivery services to the Client for the delivery of the Goods, the Client enters into a Delivery Agreement directly with the Partner and the conditions applicable to Couriers under these General Terms apply to the Partner in respect of the Delivery Agreement.
2.6. All Partners acting on the Verydeli Platform shall be considered traders within the meaning of Directive (EU) 2005/29.
2.7. Verydeli is entitled to share with the relevant tax authorities any information required under Council Directive (EU) 2021/514 of 22 March 2021 amending Directive 2011/16/EU on administrative cooperation in the field of taxation, including but not limited to any consideration paid or credited to the Partner in connection with the activities carried out through the Verydeli Platform. Where the Partner does not provide the information required under the Directive referred to above, Verydeli is entitled to (i) terminate the Agreement, (ii) prevent the Partner from re-registering on Verydeli Platform and (iii) withhold the payment under Section 6 to the Partner as long as the Partner does not provide the information requested.
2.8. Verydeli gives the Partner the right to fully manage the Partner’s account, on the Verydeli Platform which in the case of the sale of alcoholic beverages and any other products sales of which is regulated by the applicable law is considered to be the online shop of the Partner. The Partner is fully responsible for the management of the Partner’s account, the provision of information in it and compliance with the legislation relating to the sale of alcoholic beverages and any other product sales of which is regulated by the applicable law. The Partner shall ensure that the sale of alcoholic beverages and any other regulated product is carried out in compliance with all requirements for the sale of alcoholic beverages and any other applicable local law and shall ensure that the information about alcoholic beverages or any other regulated products disseminated on the Verydeli Platform complies with all the requirements applicable to the advertising of alcoholic beverages or any other regulated products. The Partner authorizes Verydeli and/or a Courier or both to perform specific activities pertaining to the Partner's responsibilities in selling alcoholic beverages, in accordance with the applicable local laws. These activities include verifying the minimum legal drinking age of the Client and ensuring compliance with the permitted hours for alcohol sales. The Partner shall be fully responsible and indemnify Verydeli against any allegations, claims, complaints or other matters from regulatory authorities or other third parties in relation to the sale of alcoholic beverages or any other regulated products in accordance with Section 12 of these General Terms.
3. PLACEMENT OF ORDERS
3.1. When the Client has placed an Order, the Partner ensures that the confirmation of the Order will be decided within the time period provided in Schedule 1 (Service Level Requirements). Upon the Client receiving the confirmation of the Order the Sales Agreement enters into force between the Partner and the Client.
3.2. In the event that the Partner cannot provide the Goods as requested in the Order, the Partner shall not confirm the Order in the Verydeli Platform, unless an auto-acceptance function is enabled, in which case requirements in Schedule 1 (Service Level Requirements) of these General Terms shall be followed.
3.3. The Partner shall procure that the Orders are monitored in a constant manner during the Opening Hours of the Partner’s establishment, in accordance with the requirements in Schedule.
FULFILMENT OF ORDERS
4.1. The Partner will be ready to launch the provision of services under the Verydeli Platform from the moment of signing the Agreement, unless otherwise agreed in the Partner Specific Conditions. The detailed requirements and instructions for the handling of Orders are provided in Schedule 1 (Service Level Requirements) to these General Terms.
4.2. The Partner shall use its best endeavors to ensure the availability of all Goods that are displayed in the Verydeli Platform. In the event that the Partners or is likely to become unable to fulfil the Orders, the Delivery Operator Operator will cease to accept any further Orders and mark itself as offline on the Verydeli Platform until readiness to fulfil the Orders is restored.
4.3. The Partner shall ensure that the Goods prepared for delivery to the Client and/or pick-up by the Client comply with the Order of the Client. The Partner shall use its best endeavours to comply with specific instructions and requests of the Client, if applicable.
4.4. The Order shall be ready for pick-up by the Courier or by the Client within the timeframe specified in Schedule 1 (Service Level Requirements). The Partners has a right to opt-in and opt-out from the take-away function (i.e. self pick-up by the Client) at any time.
4.5. The Partner shall ensure that the ordered Goods are properly packaged (incl. in accordance with all food safety requirements in case the Goods contain food), taking into account that the Courier or the Client will only be required to pick-up a packaged Order. In case the Goods contain food, the Courier will also be required to place it into the thermo-bag for delivery. The packaging may not include any logos of the competitors of Verydeli. The packaging may not include any advertising material of third parties (incl. the competitors of Verydeli), unless agreed otherwise in the Partner Specific Conditions.
4.6. The Partner ensures that the Goods prepared for delivery by the Courier and/or self pick-up by the Client:
4.6.1. correspond to the description of the Goods on the Verydeli Platform (including indications that particular Goods are gluten or nut free or suitable for vegetarians or vegans in case Goods contain food);
4.6.2. are not harmful to health or the environment;
4.6.3. have been properly cooked or prepared and are otherwise safe, of high quality, fit for transportation and consumption and at an appropriate temperature for consumption by the Client in case the Goods contain food;
4.6.4. comply with all applicable requirements for the preparation/production and packaging at all times (including as reasonably required to withstand the delivery process);
4.6.5. correspond to the greatest extent possible to the photography uploaded in the Verydeli Platform.
4.7. Verydeli shall have the right to inspect the process of the provision of services by the Partner at any time.
4.8. The Goods Prices indicated on the Verydeli Food Platform may not be more expensive than the same Goods would cost at the Partner’s establishment, except (i) in cases of promotions applicable only at the establishment of the Partner; (ii) if agreed otherwise in the Partner Specific Conditions.
4.9. The Partner may not charge the Client any additional fees for the packaging of the Goods, unless agreed otherwise in the Partner Specific conditions.
4.10. In case the delivery services are provided by the Partner, the Partner warrants that during the course of providing the delivery service, it complies and where relevant, its employees and/or contractors who are providing the delivery service on behalf of the Partner, comply with all relevant laws and regulations applicable to the provision of delivery service to the Client and with all requirements set out in Schedule 3 (Requirements for providing delivery service).
5. USE OF Verydeli PLATFORM BY PARTNER
5.1. The Partner will gain access to the Verydeli Platform through the user account. Each Partner is entitled to have only one account to use the Verydeli Platform. If the Partner operates its business through several establishments, each establishment is provided a separate sub-account to use the Verydeli Platform. The account details for the Partner (and if applicable, the establishments) will be communicated to the Partner separately.
5.2. The Partner shall ensure compliance with applicable laws upon performance of its services, including laws regarding the working conditions, protection and safety of employees and other members of the Partners’s personnel.
5.3. All information regarding the Partner, the Partner’s establishments and their menus is uploaded to the Verydeli Platform by the Partner in accordance with Section 5.10 of these General Terms, unless otherwise agreed with Verydeli. The Partner is solely responsible for the information (incl. Goods Prices and indication of price reduction) uploaded on the Verydeli Platform by the Partner itself or, as the case may be, by Verydeli. Should the information uploaded to the Verydeli Platform be incorrect, the Partner is obliged to amend this information itself in accordance with section 5.10 of these General Terms or, as the case may be, to inform Verydeli Platform of inconsistencies in order for Verydeli to amend incorrect information The Partner is also obliged to provide Verydeli with all data about food which is mandatory under local laws. All Partners are displayed to the Client in a ranked sequence mainly based on the availability of the Partner, delivery fee for the Client, estimated time of arrival of the Order, distance from the Client, existence of menu campaigns, newness of the Partner on the Verydeli Platform and frequency of use and ratings by the Client with the purpose of providing a personalised and efficient user experience for the Client. All information provided by the Partner, including in particular the information regarding the Partner’s Goods and Goods Prices and Opening Hours shall be accurate. The Partner shall also provide additional information regarding the Goods (ingredients and allergens in case the Goods contain food, etc), if the Client so requests by contacting the Partner.
5.4. For accepting and processing Orders through the Verydeli Platform, the Partner shall either acquire a tablet on its own or buy / rent a tablet from Verydeli. The Partner procures that all rented tablets and related equipment will be maintained in good order. When necessary, Verydeli and the Partner shall agree on the maintenance or the replacement of the rented tablets.
5.5. Verydeli is not liable for and does not commit to provide continuous tech-support for the effective functioning of the Verydeli Platform on any device (incl. any operating system). The Partner undertakes to install and/or use all updates, upgrades or modules provided by Verydeli. Verydeli is not liable for any damages or loss of profit resulting from the failure to perform the obligation set out in this Section 5.5.
5.6. The Partner shall at all times utilise good industry practices in the information technology industry with respect to comparable services to prevent the introduction of viruses into the Verydeli Platform. If the Partner breaches the said obligation and a virus is found to have been introduced to the Verydeli Platform as a result of a breach of the General Terms by the Partner, then the Partner shall (at its own cost) provide reasonable assistance to mitigate the effects of the virus and reimburse to Verydeli all damages arising from the eradication and remedying of the Verydeli Food Platform.
5.7. The Client may leave feedback and make complaints through the Verydeli Platform. If the complaint relates to particular Goods the Client will be required to make such complaints within 30 days from the delivery of the Order. Verydeli shall tend to the complaints at its own discretion and decide how to resolve them. Verydeli, acting reasonably, may refund the Goods Price (or a part of it) to the Client at its own discretion and claim compensation for it from the Partner. If the Partner continues to receive complaints from the Clients, Verydeli has the right to temporarily or permanently suspend the Partner from using the Verydeli Platform. Verydeli has the right to establish a customer complaints and refund policy, that shall be a part of the General Terms and mandatory for compliance for the Partner.
5.8. The Partner shall at all times utilise high quality and high resolution photos for the displaying of Goods on the Verydeli Platform. In case such photos do not fulfil the above mentioned requirements, Verydeli reserves the right to refuse the uploading of the provided photos on the Verydeli Platform and ask for replacements or upload equivalent or similar pictures at its own discretion.
5.9. Verydeli is entitled to change, modify or discontinue either temporarily or permanently, the provision in whole or partially of the information society service by introducing and/or discontinuing some functionality of the Verydeli Platform as well as altering in other way or deleting the Verydeli Platform at any given time. Verydeli will communicate to Partners its decisions to discontinue functionality(ies) accordingly.
5.10. As part of the Verydeli Platform, Verydeli upon its sole discretion may grant and thus revoke Partner’s direct access to the so-called partners’ portal, which enables Partner to populate, amend and otherwise change content on a Partner-dedicated section of the Verydeli Platform.
5.10.1. The Partner hereby acknowledges that it is solely responsible for granting, changing, controlling and/or removing rights for its representatives to access the so-called partners’ portal on behalf of the Partner.
5.10.2. The Partner hereby acknowledges that by enabling its representative to access the partners’ portal on behalf of the Partner, it is granting its representative an access right to edit Partner’s preferences and menus (incl. Goods Prices), configure campaigns and special offers, view Orders (incl. Order history), grant accesses to other users and/or take other actions available in the partners’ portal.
6. FEES
6.1. In consideration for Verydeli’s services as the agent for mediation of the Sales Agreements the Partner shall pay the Agency Fee to Verydeli per every Order of the Client made through the Verydeli Platform. The Agency Fee is calculated as the Agreed Percentage from the aggregate netPrice earned by the Partner from the Orders placed through the Verydeli Platform during a particular reference period.
6.2. Verydeli has the right to implement Marketplace Fees in accordance with the principles of dynamic pricing by (i) applying service fees in order to cover the cost of making courier services available at the Marketplace, or (ii) forwarding the cost of making delivery services available at the Marketplace, provided however that the sum of Agency Fee and Marketplace Fees will not exceed the Agreed Percentage.
6.3. The Partner shall also pay Service Fees to Verydeli for the use of the tablet (if applicable) and software, in accordance with the Special Terms. In addition Verydeli may charge the Partner a fee for running a marketing campaign which shall be agreed between the Parties.
6.4. All fees are subject to VAT.
6.5. In case the delivery services are provided by the Partner, the Partner will receive the Delivery Fee for each delivery. If an Order is subject to Minimum Order Value, the Client will reimburse the Partner the Small Order Fee. All fees earned for the deliveries made by the Partner’s employees and/or contractors will be credited onto the bank account of the Partner, who will distribute the fees as agreed with the employee and/or Contractor.
7. INVOICING AND PAYMENTS
7.1. The Partner undertakes to issue valid cash register’s receipts for the Goods Price, and in case the delivery services are provided by the Partner, for the Delivery Fee and (where applicable) for the Small Order Fee. The issued cash register’s receipts are transported to the Client together with the Goods, Verydeli shall prepare and issue to the Client informational receipt for the Goods Price, and in case the delivery services are provided by the Partner, for the Delivery Fee and (where applicable) Small Order Fee, on behalf of the Partner. Verydeli, acting as an agent of the Partner, shall accept the Client’s payment for the invoice or cash register’s receipts on behalf of the Partner. The payment obligation of the Client arising from the Sales Agreement and (where applicable) from the Delivery Agreement is deemed to be fulfilled when the payment is credited onto the bank account of Verydeli or, as the case may be, when the Client has paid the Goods Price in full to the Courier in cash upon the delivery of the Order or the Client has paid the Goods Price in full to the Partner in case of self pick-up by the Client.
7.2. Verydeli undertakes to forward the Goods Price payments (less the Agency Fee), and in case the delivery services are provided by the Partner, the Delivery Fee and (where applicable) the Small Order Fee, for all completed and delivered or picked-up Orders made through the Verydeli Platform to the Partner for a given reference period, except for Orders for which the Courier or the Client paid the Goods Price to the Partner directly, in which case the Partner undertakes to forward the Agency Fee to Verydeli for a given reference period. If any deductions are due in relation to complaints in accordance with Section 5.7 of these General Terms or otherwise, Verydeli will render efforts to find the amicable solution with the Partner beforehand.
7.3. Invoicing and payments under this Agreement between Verydeli and the Partner will be made after each reference period. Unless agreed otherwise in the PartnerSpecific Conditions, the reference period shall be one calendar week. If any reconciliation payments are required with respect to the reference period thereafter, the parties will communicate such need and, if necessary, make the relevant reconciliation payments in connection with the payments related to the next reference period.
7.4. Within three business days from the expiry of each reference period Verydeli will issue an invoice to the Partner for the Agency Fee, Service Fees and any other applicable fees for a given reference period. If any payments are to be made by Verydeli to the Partner in relation to the reference period, the Partner will issue an invoice to Verydeli.
7.5. All payments between Verydeli and the Partner will be settled by way of set-off to the maximum extent possible. All other payments between Verydeli and the Partner that cannot be set off will be made by way of bank transfers. The bank details of Verydeli and the Partner are set out in the Special Terms.
7.6. Verydeli may, at its own discretion, limit the payment of Goods Price to the Partner in cash by the Courier. Verydeli may also, at its own discretion, require the Partner to make a deposit to Verydeli to enable cash payments to be made to the Partner by the Courier. The payment obligation between the Client and the Partner in case of self pick-up by the Client may be settled by direct payment in case the Partner has self pick-up by the Client opted-in in accordance with Section 4.4.
7.7. Any outstanding principal amount due to Verydeli should be paid by the Partner to Verydeli at the latest 7 days after becoming inactive on the Verydeli Platform.
7.8. In case the Partner fails to make the payment under Section 7.7 by due date, it shall be liable to pay 0,5% interest per day from the total amount that is overdue. The Partner is liable to compensate Verydeli all reasonable expenses (including those charged by any debt collection agency) together with all administrative, legal and other costs incurred in the collection of any overdue payment. The minimum compensation charge for such costs is EUR 10.
7.9. Verydeli has the right to forward and publish the data of the Partner and the fact, sum and other relevant information of debts of the Partner under this Agreement to debt collection agencies and other debt management service providers, incl. to Creditinfo LT (www.creditinfo.lt), for the recovery of debts and/or for the publication, processing and management of data in the debtors' database, as well as for the publication of debt data for the purposes of making credit decisions.
8. TERM, TERMINATION AND SUSPENSION OF USE
8.1. The Agreement is entered into for an unspecified period of time (without term), unless agreed otherwise in the PartnerSpecific Conditions.
8.2. If the Partner breaches any of its obligations under the Agreement, any applicable laws or regulations, disparage Verydeli, or cause harm to Verydeli’s brand, reputation or business as determined by Verydeli in its own sole discretion, or Verydeli has reasonable belief of fraudulent acts by the Partner when using the Verydeli Food Platform, Verydeli has the right to temporarily suspend the Partner from using the Verydeli Platform or terminate this agreement without any obligation to compensate for the loss of profit.
8.3. The Partner has the right to terminate the Agreement without cause at any time by giving notice at least 30 days in advance. Verydeli has the right to terminate the Agreement with Partner at any time by giving reasoned notice at least 30 days in advance. Verydeli shall not notify the Partner of termination in advance if Verydeli:
8.3.1. is subject to a legal or regulatory obligation which requires Verydeli to terminate the provision of the whole of its online intermediation services to a given Partner in a manner which does not allow Verydeli to respect that notice period; or
8.3.2. exercises a right of termination under an imperative reason pursuant to national law; or 8.3.3. can demonstrate that the Partner concerned has repeatedly infringed these General Terms, resulting in the termination of the provision of the whole of the online intermediation services in question.
8.4. The Partner has the right to extraordinarily terminate the Agreement without a notice period, if Verydeli repeatedly fails to comply with or breaches any of the obligations set forth in these General Terms.
8.5. The termination of the Agreement will not affect:
8.5.1. any accrued rights of either party, including any right to receive any payments due but unpaid before the termination; or
8.5.2. obligations, which are expressed to survive the termination.
8.6. Upon termination of the Agreement, all rented tablets and any other devices and equipment provided by Verydeli for using the Verydeli Platform shall be returned to Verydeli in good order, taking into account the normal wear and tear, unless otherwise agreed between the parties.
8.7. In the event that after the extraordinary termination of the Agreement there is an ongoing offline marketing campaign featuring (among others) the Partner or any of the Partner’s establishments, then Verydeli is entitled to refrain from making any changes to the campaign materials regarding the Partner or the Partner’s establishments.
9. LICENSING, DATA PROCESSING AND INTELLECTUAL PROPERTY RIGHTS
9.1. Verydeli grants a revocable, non-exclusive, non-transferable, non-sublicensable licence to the Partner for using the Verydeli Platform for the purpose of selling Goods and, in case the delivery services are provided by the Partner, for providing the delivery service.
9.2. By concluding the Agreement, the Partner grants a royalty free licence to Verydeli for displaying on the Verydeli Platform, Partner landing page and using in its marketing and advertising the Partner’s name and trade mark and all materials (including the photos of Goods) sent to Verydeli by the Partner. The licence is valid for the entire period of the Agreement. The Partner represents and warrants that it is the holder of the respective intellectual property rights and that its name and trade mark and all material to be uploaded in the Verydeli Platform by Verydeli (including, but not limited to photos of the Goods) does not infringe any third party rights, including any intellectual property rights. In cases where the photos of the Goods are taken on the expense of or by a person appointed by Verydeli, all rights related thereto (including intellectual property rights and the right of use) shall belong to Verydeli. If the Partner has opted to buy the licence for the use of the photos of Goods, the Partner will be granted access to and it may use such photos of Goods for any purposes, except for displaying them on platforms that are competing with Verydeli and using them for the provision of the same services as the Partner provides to Verydeli.
9.3. All intellectual property rights regarding the software, documentation or information used or developed by or on behalf of Verydeli during the provision of services under the General Terms (including the Verydeli Platform, Confidential Information and where relevant, photos of Goods), as well as all data and statistics about the sales made through the Verydeli Platform belong to Verydeli. The PartnerOperator shall not copy, modify, adapt, reverse-engineer, decompile or otherwise discover the source code of the Verydeli Platform or any other software used by Verydeli. Verydeli shall maintain the data and statistics about the sales for each reference period for a period of one year after the end of said reference period.
9.4. The terms and conditions for processing the personal data of the Clients and the Couriers is established in Schedule 2 (Data Sharing Agreement).
10. CONFIDENTIALITY
10.1. During the term of the Agreement and for a period of five years following the expiry or termination of the Agreement, Verydeli and the Partner shall not disclose and shall maintain the confidentiality of all Confidential Information of the other party.
10.2. Confidential Information of the other party may be disclosed to third parties only subject to a prior written notice of the other party. Notwithstanding the above, Confidential Information may be disclosed to the party’s attorneys, auditors, accountants, consultants and subcontractors, provided that such persons perform their obligations in connection with the Agreement and are subject to a confidentiality clause.
11. ANTI-MONEY LAUNDERING RULES
11.1. The Partner warrants that it is in compliance with the requirements of any applicable anti money laundering laws and regulations applicable to it. The Partner warrants that it is not and any of its affiliates or ultimate beneficial owners is not subject to any international sanctions, boycotts, foreign trade controls, export controls, non-proliferation, anti-terrorism and similar laws, decrees, ordinances, orders, demands, requests, rules or requirements.
11.2. Verydeli has the right to conduct reviews of the Partner’s compliance with anti money laundering rules and/or suspend the Partner from using the Verydeli Platform without prior notice, for the purpose of detecting fraud or any other violation thereof.
11.3. The Partner has to notify Verydeli immediately of any circumstances that may refer to a violation of this Section 11.
12. LIABILITY AND INSURANCE
12.1. Verydeli is not liable for the performance of the Sales Agreement nor for any claims presented under the Sales Agreement, including but not limited to in cases of sale and/or handing over of alcoholic beverages or any other Goods controlled under applicable local laws to Clients who are below the required minimum age and only during the times allowed under applicable laws.
12.2. Verydeli is not liable for any indirect damage or loss of profit that the Partner may bear due to possible interruptions of availability or functioning of the Verydeli Platform in any device.
12.3. Verydeli is not liable for any indirect damage or loss of profit, unless caused intentionally or due to gross negligence.
12.4. The Partner shall indemnify, defend and hold Verydeli harmless from and against any and all claims, suits, actions or administrative proceedings, demands, losses, damages, costs, and expenses of whatsoever nature, including attorney’s fees and expenses in respect of or resulting from the performance of the services by the Partner under the General Terms.
12.5. The Partner shall indemnify to Verydeli all extra costs that Verydeli incurred due to the Partner breaching its obligations under the Agreement (e.g. and not limited to the costs of having the Courier return to the Partner before delivery of the Order to the Client, to retrieve Goods that the Partner initially failed to include in the Order).
12.6. The Partner is liable for the loss, theft of or any damage to the rented tablet provided by Verydeli.
12.7. If the Client files a claim due to the breach of the Sales Agreement, the Partner shall release Verydeli from all liability regarding the claim. In case the delivery services are provided by the Partner, the same applies to any claims due to the breach of the Delivery Agreement. 12.8. If provided so in the PartnerSpecific Conditions, the Partner shall procure that during the term of the Agreement, it has a liability insurance in place for any liability towards its customers related to the Goods.
12.9. In case the delivery services are provided by the Partner, the Partner is solely liable for the performance of the Delivery Agreement and for any claims presented under the Delivery Agreement. Verydeli is not liable for any failure or non-conformity of performing the Delivery Agreement and assumes no liability for any traffic violations or accidents sustained during the performance of the Delivery Agreement.
12.10. The Partner shall indemnify and hold Verydeli harmless from and against any and all claims and liabilities, costs, and expenses (including the reasonable fees of attorneys and other professionals) which result from or arise out of (i) the use of the Partner’s name, trade mark or any other materials (including the photos of Goods) by Verydeli in accordance with Section 9; or (ii) breach by the Partner of any representation, warranty, covenant or obligation contained in this Agreement.
13. MISCELLANEOUS
13.1. Additional requirements and safeguards provided in Regulation (EU) 2019/1150 (Regulation) shall apply where the termination of the Agreement or blocking of the access to the Verydeli Platform affects the rights of the Partner using the Verydeli Platform for the sale of Goods in the member state of the European Union or European Economic Area (Member State).
13.2. The Partner referred to in Section 13.1 (Business User Operating in the Member State) has the right to challenge the termination of the Agreement, blocking, and other alleged non-compliance of Verydeli with the Regulation, in accordance with the Internal Complaint-Handling System Rules for Business Users of Verydeli available on Verydeli.eu.
13.3. If there is a conflict between the PartnerSpecific Conditions, Special Terms, the General Terms, Schedules, or any other document incorporated by reference into the Agreement, then precedence shall be given first to the PartnerSpecific Conditions, second to the Special Terms, third to the General Terms, fourth to the Schedules and fifth to any other document incorporated by reference into the Agreement.
13.4. Where versions of the Agreement exist in any other language, the English version shall prevail.
13.5. Verydeli reserves the right to update the General Terms anytime, by uploading the revised version on their webpage. Verydeli will notify the Partner of any changes at least 30 days in advance. If the Partner does not agree to the updated General Terms, it should be communicated to Verydeli in order to terminate the Agreement and discontinue the use of the Verydeli Platform. If the Partner submits additional Goods to the Verydeli Platform during the notice period referred to above, it shall be considered clear affirmative action to waive notice period.
13.6. The Partner may not assign any of the rights or obligations under the Agreement either in whole or in part.
13.7. The Agreement and any rights or claims arising out of or in connection with the Sales Agreement shall be governed by the substantive law of Lithuania. If the respective dispute resulting from these General Terms or the Sales Agreement could not be settled by negotiations, then the dispute will be finally solved in Harju County Court in Vilnius, Lithuania.
14. RANKING
14.1. Main parameters of the ranking are outlined in section 5.3 of these General Terms. The main parameters are applied on the Verydeli Platform in the following order (listed from the most important to the least important one):
14.1.1. Availability of the Partner. If an Order cannot be placed, this decreases the likelihood of such a Partner being relevant for the Client. If Client is able to place only a pickup Order, Verydeli assumes that the Partner is less likely to be relevant for the Client compared to another Partner in case of whom the Order can be delivered by the Courier.
14.1.2. Delivery fee for the Client. The cheaper the delivery, the more likely the Partner is relevant for the Client.
14.1.3. ETA of the Order. Verydeli prioritises faster Partners over slower Partners.
14.1.4. Frequency of use of Partner’s services. If Client has placed an Order with the Partner several times, the Partner is more likely to appear in the first place of the ranking for this Client.
14.1.5. Ratings. The higher the rating of the Partner, the more likely the Partner will be placed on the first place of the ranking.
14.1.6. New Partners. New Partners temporarily get a higher position on the Verydeli Platform.
14.2. Verydeli Platform is at its own discretion entitled to create temporary rankings that may be based on such parameters as distance from the Client, existence of the menu campaigns or newness of the Partner on the Verydeli Platform. The visibility of Partner on the Verydeli Platform may increase, should the Partner cover the costs of the Order or the delivery fee. 15.
DIFFERENTIATED TREATMENT
15.1. Verydeli Platform treats differently Verydeli Market which is one of the Partners on the Verydeli Platform. Verydeli Market is directly or indirectly owned by the legal entity that operates the Verydeli Platform. Therefore, Verydeli Market may be favoured by the Verydeli Platform. Verydeli may, among other actions, promote Verydeli Market on the Verydeli Platform, run targeted campaigns for Verydeli Market on the Verydeli Platform, offer Verydeli Market insight to the behaviour of the Clients and build specific features for Verydeli Market only.
16. ACCESS TO DATA
16.1. In addition to personal data referred to in Schedule 2 of these General Terms the Verydeli Platform has access to certain data of its Clients, such as:
16.1.1. Clients’ Orders and contents of the Orders;
16.1.2. Clients’ visits of various screens on the Verydeli Platform;
16.1.3. Clients’ text queries on search Bar;
16.1.4. Clients’ ratings of the Partners and comments.
16.2. The Verydeli Platform shares certain data generated through the provision of services by the Verydeli Platform or submitted to the Verydeli Platform for the purposes of provision of services with the Partners. Such data includes, for example, aggregate sales data via weekly reports and data on ratings provided by the Clients.
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SCHEDULE 1 SERVICE LEVEL REQUIREMENTS
These Service Level Requirements are an integral part of the Agreement and apply to the Partner’s activities in providing the service of preparing the Orders and where relevant producing the Goods.
1. Accepting Orders
1.1 When the Client has placed an Order, the Partner ensures that the confirmation of said Order will be decided within five minutes from receiving the Order notification, except wherein case of Order auto-acceptance function is enabled, in which case all Orders will be automatically accepted by the Partner.
1.2 In the event that the Partner cannot provide the Goods as it was requested in the Order, the Partner will not confirm the Order in the Verydeli Platform. In case an Order has been accepted by a Partner, it shall notify Verydeli thereof, through the Verydeli Platform, for the Order to be cancelled.
1.3. If the Partner has run out of a certain Goods, the Partner shall mark that Goods as unavailable in the Verydeli Platform as soon as reasonably possible, but in any event within 10 minutes from discovering the lack of that Goods.
2. Preparing of Orders
2.1. The Partner ensures that the Goods are prepared, handled and stored in accordance with all requirements arising from applicable law at all times up to and including the time of delivery of the ordered Goods to the Client or handing-over Goods directly to a Client in case of a Client self pick-up service. The Partner’s obligation to comply with all applicable law requirements includes (without limitation) all rules and regulations governing the time, temperature or other methods required for food hygiene and safety in case the Goods contain food and compliance with any additional rules applicable to handling and sale of controlled Goods under the local laws.
2.2. The Partner ensures that all Orders will be prepared within the preset time-frame indicated for each Order on the Verydeli Platform. The Order shall be ready to be picked-up by the Courier or by the Client no earlier than within the last 5 minutes of the Goods preparation time frame. If the Partner has not marked the Order as “Accepted” within 5 minutes, Verydeli has the right to cancel the Order unilaterally and compensate the Order Price to the Client. In case of self pick-up by the Client, the Partner has to mark the Order “Picked-up” once the Order has been picked-up and the Client has paid for the Order (if applicable).
3. Delivery of Orders
3.1. In case the delivery services are provided by the Partner, the Partner marks the Order as “Picked Up” once the Order has been picked up by the Partner’s employee and/or contractor for the delivery.
3.2. After handing over the possession of the Order to the Client by the Partner’s employee and/or contractor, the Partner marks the Order as “Delivered” on the Verydeli Platform.
3.3. If the Client fails to take possession of the Order (does not pick up the phone, does not answer the door, etc), the Partner’s employee and/or contractor has to contact the Client on the phone number indicated on the Verydeli Platform on at least 3 separate occasions and stay with the Order at the Drop-Off Location during a 10 minute time frame. If the Client is still unavailable and unable to take possession of the Order, the Partner will contact Verydeli’s customer service in order to authorise Verydeli to cancel the delivery and fully charge the Client for the delivery, as well as to receive further advice regarding the Order.
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SCHEDULE 2
DATA SHARING AGREEMENT
This Data Sharing Agreement is an integral part of the Agreement and shall apply to all relations that are formed between Verydeli and the Partner inthe course of using the Verydeli Platform and relate to processing of the personal data.
1. DEFINITIONS
Agreed Purposes has the meaning given to it in clause 4 of this Data Sharing Agreement. Data Protection Authority a national data protection supervisory authority; for Lithuania, this is the Lithuanian Data Protection Inspectorate. Data Protection Legislation the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any applicable national legislation protecting Personal Data Personal Data any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. Shared Personal Data the Personal Data shared between the parties under clause 6 of this Data Sharing Agreement.
2. PURPOSE
2.1. This Data Sharing Agreement is intended to document compliance with the Data Protection Legislation. Each party must ensure compliance with applicable Data Protection Legislation at all times.
2.2. The parties are considered separate data controllers with each party being able to determine the purpose and means of processing the personal data held under its control in accordance with its privacy notice.
2.3. The parties consider the data sharing necessary and in their mutual best interests. The aim of the data sharing is the performance of the Agreement.
2.4. The parties agree to process Shared Personal Data, as described in clause 6,only for and compatible with the following Agreed Purposes:
2.4.1. performance of the Agreement;
2.4.2. any other purpose incidental to or analogous with any of the Above.
2.5. Any notice or other formal communication given to a party under or in connection with this Data Sharing Agreement shall be in writing. The corresponding email for Verydeli is platform[@]verydeli.online .
3. SHARED PERSONAL DATA
3.1. The following types of Personal Data may be shared between the parties:
3.1.1. the Client’s first name and the initial of last name;
3.1.2. the Client’s phone number;
3.1.3. the Client’s Order and information related to the Order (special requests regarding ordered Goods, etc);
3.1.4. the Courier’s first name and initial of last name;
3.1.5. the Courier’s phone number.
4. DIRECT MARKETING
4.1. If a party processes the Shared Personal Data for the purposes of direct marketing, that party shall ensure that:
4.1.1. effective procedures and communications are in place to allow the data subject to exercise their right to opt out from direct marketing; and
4.1.2. an appropriate legal basis has been confirmed (and, where necessary, evidenced) for the Shared Personal Data to be used for the purposes of direct marketing.
5. DATA SECURITY BREACHES AND REPORTING PROCEDURES
5.1. The parties agree to provide reasonable assistance to each other to facilitate the handling of any data security breach in an expeditious and compliant manner.
5.2. The parties should notify any relevant potential or actual losses of the Shared Personal Data and remedial steps taken as soon as possible, to enable the parties to consider what further action is required either individually or jointly. The e-mail address to send a notification about a (possible) breach to Verydeli is platform[@]verydeli.online .
6. SECURITY AND TRAINING
6.1. Each party shall only provide and receive the Shared Personal Data using secure methods, having regard to the availability of joint or shared IT systems, the technology for facilitating data transfers, the risk of data loss or breach and the cost of implementing such measures.
6.2. It is the responsibility of each party to ensure that its staff members are appropriately trained to handle and process the Shared Personal Data in accordance with any agreed technical and organisational measures to keep it secure and to uphold the data protection principles set out in Data Protection Legislation.
6.3. The parties shall only disclose or transfer the Shared Personal Data to a third party located outside the EEA in line with the provisions of the applicable Data Protection Legislation.
6.4. Each party is responsible for their own legal compliance and self-audit. A party, however, reasonably may ask to inspect another party or parties’ arrangements for the processing of Shared Personal Data and may request a review of the Data Sharing Agreement where it considers that another party is not processing the Shared Personal Data in accordance with this Data Sharing Agreement, and the matter has demonstrably not been resolved through discussions between the parties.
7. DATA RETENTION AND DELETION
7.1. No party shall retain or process Shared Personal Data for longer than is necessary to carry out the Agreed Purposes. parties shall continue, however, to retain Shared Personal Data in accordance with any statutory retention periods applicable in their respective countries and/or states.
8. FINAL PROVISIONS
8.1. The Data Sharing Agreement shall be valid during the term of the Agreement.
8.2. In case of a conflict between the Agreement and the Data Sharing Agreement with regard to the processing of Personal Data, the Data Sharing Agreement shall prevail and apply.
8.3. In the event of a dispute or claim brought by a data subject or a Data Protection Authority concerning the processing of Shared Personal Data against any or all parties, the parties will inform each other as necessary about the dispute or claim, and will cooperate with a view to settling the dispute or claim amicably in a timely manner.
8.4. The liability of the parties in connection with this Data Sharing Agreement will be subject to the exclusions and limitations of liability in the Agreement.
8.5. If any provision of this Data Sharing Agreement is declared invalid, unlawful or unenforceable by a competent authority or court, then the remainder of this Data Sharing Agreement shall remain valid. This Data Sharing Agreement shall be governed by and construed in accordance with the laws governing the Agreement, and any disputes shall be resolved by the courts agreed for resolution of disputes under the Agreement.
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SCHEDULE 3
REQUIREMENTS FOR PROVIDING DELIVERY SERVICE
This Schedule applies only in case the Partner wants to offer its own delivery services to the Client for the delivery of the Goods and the Client enters into a Delivery Agreement directly with the Partner. This Schedule is an integral part of the agreement and the General Terms pertaining thereto. All capitalized terms have the same meaning as given to them in the General Terms.
1. Requirements for the person providing the delivery service on behalf of the Partner
1.1. The person is at least 18 years of age.
1.2. The person shall not provide the delivery service while he/she is carrying an illness which is likely to spread and that he/she is aware of. The person is and will at all times during the provision of the delivery service be medically fit to operate the means of delivery of the person's choosing. Verydeli has the right to request the submission of a health certificate from the person and/or the Partner at any time.
1.3. The person may not provide the delivery service while under the influence of alcohol or drugs.
1.4. The Partner shall ensure that its employees and/or contractors who are providing the delivery service on behalf of the Partner shall attend, training(s), pass appropriate exam(s) and maintain all licenses, permits, registrations and approvals required for the lawful provision of service(s) pursuant to Delivery Agreements under the applicable law.
2. Requirements for the provision of delivery service
2.1. If under the applicable law, the person providing the delivery service on behalf of the Partner needs to be registered as service provider, entrepreneur or as a similar entity for taxation or other purposes, the person has to comply with relevant requirements for the entire period of providing the delivery service through the Verydeli Platform.
2.2. The person providing the delivery service on behalf of the Partner will not engage in reckless behavior while driving, including by driving unsafely, operating a vehicle that is unsafe to drive, permitting an unauthorized third party to accompany the person in the vehicle while providing the delivery service.
2.3. The thermo-bags used for the delivery of food must be clean and in good order. If a vehicle is used for the delivery, the vehicle must also be clean and in good order.
2.4. The person providing the delivery service on behalf of the Partner shall make certain before each delivery of food that the thermo-bag is clean and is used in a manner that ensures food and health safety and prevents the contamination of food. The person shall clean the thermo-bag as frequently as necessary with a cloth or swab to ensure that the thermo-bag is clean when delivering the Order which contains food.
2.5. The person providing the delivery service on behalf of the Partner shall clean the thermo-bag using only such products and in such manner that does not cause contamination of food or pose a risk to human health. Cleaning products and disinfectants shall be used only pursuant to the instructions prepared by the producer of such products.
2.6. The person providing the delivery service on behalf of the Partner shall ensure that the ordered food is protected against contamination by way of remaining the thermo-bag neatly sealed during the entire delivery process. If something other than food is delivered in the same vehicle, the person shall ensure that the food is sufficiently separated in the thermo-bag to prevent contamination.
2.7. The person providing the delivery service on behalf of the Partner shall ensure to deliver the Order to the Client at latest within 1 hour after the Goods have been prepared by the Partner.
2.8. The person providing the delivery service on behalf of the Partner shall not keep the thermo-bag in direct sunlight or other extreme conditions.
2.9. In case the thermo-bag is damaged, or the internal insulation is torn, the person providing the delivery service on behalf of the Partner must replace the thermo-bag.
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VERYDELI WALLET BALANCE TERMS AND CONDITIONS
Updated 07.2024
These terms and conditions (the „Terms“) govern your use of the Verydeli Wallet Balance feature in the Verydeli apps. These Terms are applicable whenever you use the Verydeli Wallet Balance feature in the Verydeli app. In these Terms, „us“ or „we“ or “Verydeli” refers to UAB Investus LT, a private limited company, incorporated in the Republic of Lithuania, registered in the Lithuanian Register Center under the number 306315205, whose place of business is at Kalvarijų 125, Vilnius, Lithuania.
1. FUNCTIONALITIES AND AVAILABILITY
1.1. Verydeli Wallet Balance is a feature in the Verydeli apps which has the following functionalities:
1.1.1. Verydeli Wallet Balance displays the amounts you owe as a result of your use of the Verydeli app or your purchase or use of the goods and services available on the Verydeli app, including in case:
(a) we have been unable to charge you for any goods or services you purchased using the Verydeli app (because of a failed card payment, for example, including in case amount payable for the goods or services You purchased was not known at the time of making the purchase and the amounts available on Your payment card turn out to be insufficient); or
(b) you have incurred any penalties or additional fees as a result of your use of the goods or services you purchased using the Verydeli app (because you have damaged any of Verydeli’s supplied delivery goods, for example);
(c) you have incurred any other payables in connection with your use of the Verydeli app;
1.1.2. Verydeli Wallet Balance displays amounts which you can use for purchases of goods and services available on the Verydeli app in accordance with Section 4 – where such amounts may be available to you because:
(a) you have withdrawn from the purchase of any of the goods or services purchased using the Verydeli app and the amounts you paid have been returned to you by way of making these amounts available to you on Verydeli Wallet Balance;
(b) you have had a negative experience using the Verydeli app and these amounts have been made available to you as compensation thereof;
(c) these amounts have been made available to you as part of a promotional campaign or otherwise just because we wanted to;
(d) you have used the Top-Up Function described in Section 2;
1.1.3. Verydeli Wallet Balance can be used to pay for the purchase of selected goods and services available on the Verydeli app as further described in Section 4.
1.2. Depending on which country you are using Verydeli Wallet Balance from:
1.2.1. Verydeli Wallet Balance may be available to you with all of the functionalities listed in Section 1.1, including the Top-Up Function;
1.2.2. Verydeli Wallet Balance may be available to you with all of the functionalities listed in Section 1.1, except the Top-Up Function;
1.2.3. Verydeli Wallet Balance may not be available to you at all.
1.3. Any amounts available on your Verydeli Wallet Balance can be used exclusively for purchases of goods and services available on the Verydeli app in accordance with Section 4.
1.4. You do not have the right to claim that any funds available on your Verydeli Wallet Balance, including the amounts which you have transferred to us using the Top-Up Function described in Section 2, would be returned to you, redeemed in cash or made available
to you in any other way than for the purchase of goods and services available on the Verydeli app in accordance with Section 4.
1.5. You do not have the right to claim that any funds available on your Verydeli Wallet Balance, including the amounts which you have transferred to us using the Top-Up Function described in Section 2, would be transferred to a third party or otherwise made available to any third party in any other way than for the purchase of goods and services available on the Verydeli app in accordance with Section 4.
1.6. The amounts available on your Verydeli Wallet Balance, including the amounts which you have transferred to us using the Top-Up Function described in Section 2, shall not be deemed as electronic money, deposits or otherwise as funds, which we hold on your behalf.
1.7. In case you have any funds available on your Verydeli Wallet Balance in any particular currency, then those funds might not be available on your Verydeli Wallet Balance for use in another country, where such currency is not the official currency.
1.8. Verydeli Wallet Balance cannot be used with Verydeli Business.
1.9. Note that Verydeli Wallet Balance is operated by UAB Investus LT, but not all of the goods and services available on the Verydeli app are operated by UAB Investus LT. UAB Investus LT shall not be liable for any goods and services available on the Verydeli app by virtue of these Terms.
2. TOP-UP FUNCTION
2.1. The “Top-Up Function” allows you to make a transfer of funds to us using any of the payment methods available on the Verydeli app, where such funds are allocated:
2.1.1. firstly, to settle any debt you may have for any goods or services purchased using the Verydeli app (as described in Section 1.1.1); and
2.1.2. secondly, to make amounts available to you for future purchases of goods and services available on the Verydeli app (as described in Section 4).
2.2. You can use the Top-Up Function with any of the payment methods, which are available for the Top-Up Function in the Verydeli app.
2.3. The payment methods, which are available for the Top-Up Function in the Verydeli app may include all of the payment methods, which are usually available for purchases using the Verydeli app or only some.
2.4. We reserve the right to add or remove payment methods, which are available for the Top-Up Function in the Verydeli app at any time for no reason.
2.5. We may impose limits to the Top-Up Function, including limits in the form of:
2.5.1. a limit to the maximum amount which can be transferred to us using the Top-Up Function in one single transaction;
2.5.2. a limit to the maximum amount which can be transferred to us using the Top-Up Function during a particular period of time (for example, 12 months);
2.5.3. a limit to the maximum amount which can be accrued on Verydeli Wallet Balance at any given time.
2.6. Whenever you are using the Top-Up Function, you are making a prepayment for future purchases of goods and services available on the Verydeli app.
2.7. Amounts transferred to us using the Top-Up Function are not subject to any withdrawal rights, including any consumer withdrawal rights, such as those which may be applicable to online purchases of goods and services. The purchases you make using the amounts available on your Verydeli Wallet Balance may be subject to withdrawal rights in accordance with the terms and conditions applicable to the sale of the relevant goods and services.
3. AUTOMATIC TOP-UP FUNCTION
3.1. The Verydeli app may provide you the option to set up the Top-Up Function such that transfers of funds for the Top-Up Function are made automatically (the “Auto Top-Up Function”), including:
3.1.1. after certain periods of time (for example, once a month); or
3.1.2. each time the amounts available on your Verydeli Wallet Balance fall under a certain minimum threshold.
3.2. Upon using the Auto Top-Up Function, you shall be responsible for making sure that:
3.2.1. the payment instrument you have chosen for the Auto Top-Up Function can be used for the Auto Top-Up Function (for example, the relevant payment card is not expired);
3.2.2. you cancel the Auto Top-Up Function in due time so as to avoid you transferring us more funds than you had intended (see Section 1.3).
4. USING Verydeli Wallet Balance AS A PAYMENT METHOD
4.1. Provided that you have amounts available on your Verydeli Wallet Balance, you can use Verydeli Wallet Balance to pay for selected goods and services available on the Verydeli app.
4.2. The goods and services, which can be used to pay for with Verydeli Wallet Balance may include all of the goods and services available on the Verydeli app or only some.
4.3. We reserve the right to add or remove goods and services that can be purchased with Verydeli Balance at any time for any reason.
4.4. We may impose limits to using Verydeli Wallet Balance, including limits in the form of:
4.4.1. the maximum amount which can be spent using Verydeli Wallet Balance in one single transaction;
4.4.2. the maximum amount which can be spent using Verydeli Wallet Balance during a certain period of time (for example, during one day or one month).
4.5. Whenever you are using Verydeli Wallet Balance as a payment method, you are spending amounts which we have made available for you on the Verydeli app or amounts which you have prepaid for future purchases of goods and services available on the Verydeli app by using the Top-Up Function. As such, the purchases you make using Verydeli Wallet Balance shall not be deemed as transfers of electronic money or any other transfers of funds which we would make on your behalf.
5. DEBITS FROM Verydeli Wallet Balance
5.1. In case you have amounts available on your Verydeli Wallet Balance, then we may debit your Verydeli Wallet Balance for any amounts which you owe as a result of your use of the Verydeli app or your purchase or use of the goods and services available on the Verydeli app, including in cases set out in Section 1.1.1 and even in case you have not selected Verydeli Wallet Balance as your default payment method.
5.2. In case you do not have sufficient amounts available on your Verydeli Wallet Balance to settle the entire amount you owe as a result of your use of the Verydeli app or your purchase or use of the goods and services available on the Verydeli app, then such amounts may be debited from both your Verydeli Balance (in the amount available) and any of your payment instruments added as payment methods in your Verydeli app (in the remaining amount).
6. KYC, AML, CTF, FRAUD
6.1. In case we are or should become subject to statutory obligations related to anti-money laundering, combating the financing of terrorism or the application of international sanctions, then, upon our request, you shall be obliged to present us any information and documents, which may need in order to perform such obligations and in order to remove any suspicions which we may have with respect to your Verydeli Wallet Balance being used for money laundering, terrorist financing or breach of international sanctions.
6.2. In case we have reason to believe that your Verydeli Wallet Balance may be used for fraud or for conducting any illegal activity or that an unauthorised third party may be using your Verydeli Balance, then you shall be obliged to present us any information and documents, which may need in order to remove any such suspicions.
6.3. We shall have the right to suspend the use of your Verydeli Wallet Balance and the right to reject any purchases proposed to be made using your Verydeli Wallet Balance in each of the following cases:
6.3.1. we suspect that your Verydeli Wallet Balance may be used for money laundering, terrorist financing, breach of international sanctions, fraud or any illegal activities;
6.3.2. we suspect that an unauthorised third person may be using your Verydeli Wallet Balance;
6.3.3. we suspect that you have provided us incorrect or insufficient information or documents, which we have asked under this Section 6;
6.3.4. we are obliged to do so under applicable laws or by order of any public authority;
6.3.5. any of our payment service providers, any payment scheme operator or any of our cooperation partners demands that we cease the provision of Verydeli Wallet Balance (either entirely, in any particular region, in any particular capacity, to any particular person or group of persons or otherwise) or notifies us that the provision of Verydeli Wallet Balance is in breach of any agreements or rules to which we are bound to.
7. COMMUNICATION
The applicable version of these Terms shall be available on our website in the English language at any time. We may facilitate these Terms also in other languages, but we do not undertake any obligation to do so. Communication in connection with these Terms and the services provided under these Terms shall be held in the English language, unless we facilitate communication in any other language. If you have any questions, requests or complaints in connection with these Terms or the services provided under these Terms, then You may reach out to us through any channel available for that purpose in the Verydeli app. We may reach out to you in connection with these Terms or the services provided under these Terms via the Verydeli app or via any contact details you have provided us.
8. TERM
If Verydeli Wallet Balance is available in your country, then Verydeli Wallet Balance is an integral part of the Verydeli app in your country. As such, these Terms are applicable to you as of the moment you start using the Verydeli app and remain valid until the termination of your use of Verydeli Wallet Balance or the Verydeli app.
9. TERMINATION
We may unilaterally terminate your use of Verydeli Wallet Balance by notifying you at least 1 month in advance either by e-mail, an in-app notification or otherwise. In such case you shall have the right to demand that any remaining amounts which you have transferred to your Verydeli Wallet Balance using the Top-Up Function be returned to you. You do not have the right to withdraw from these Terms or from the use of Verydeli Wallet Balance.
10. AMENDMENTS
We may unilaterally amend these Terms at any time. Unless the amendments have no effect on your rights and obligations under these Terms, you will be notified about amendments to these Terms by e-mail, by in-app notification or otherwise.
11. GOVERNING LAW
These Terms are governed by and construed and enforced in accordance with the laws of the Republic of Lithuania.
12. SETTLEMENT OF DISPUTES
If a dispute resulting from these Terms cannot be settled by negotiations, then the dispute will be resolved by the Vilnius County Court (in Lithuanian: Vilniaus Apygardos Teismas) in Vilnius as the court of first instance.
13. CONSUMER PROTECTION PROVISIONS
In accordance with the laws applicable in the country where you have your habitual residence, mandatory consumer protection provisions may override relevant provisions of Lithuanian laws, disputes may be resolved in other courts than the Vilnius County Court and you may seek recourse from a consumer protection authority. You do not have the right to withdraw from these Terms or from the use of Verydeli Wallet Balance.
14. FINAL PROVISIONS
If any provision of these Terms is held to be void or unenforceable, then we shall have the right to unilaterally amend these Terms by replacing the provision which is held to be void or unenforceable with a provision which is valid and enforceable so that, to the extent possible, the effect of the amended provision would be the same as the effect of the initial provision. We may transfer our rights and obligations under these Terms to any third party without your consent.
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