Terms and conditions - Vendors

General Terms and Conditions (GTCs) - Provider

1. Introduction

Welcome to GoNiña! 1/3 of the world's food production is wasted. This equates to 1.3 billion tons per year and accounts for 10% of global greenhouse gas emissions. We have made it our mission to change this.

GoNiña has set itself the goal of drastically reducing this. We offer a platform ("service") where restaurants, bakeries, supermarkets and other vendors ("vendors") can sell their surplus food ("wonder bag") to consumers ("consumers") at a reduced price.

Our platform provides an online meeting place that connects consumers with businesses that have surplus food to offer. Although businesses that use the Platform to offer surplus food to Consumers come in many different forms (e.g. supermarkets, bakeries, canteens, restaurants, manufacturers, etc.), we refer to such businesses collectively as "Vendors". Vendors offer surplus food by offering one or more "wonder bags" on the Platform, which they fill with their surplus food and make available to consumers for reservation (each a "wonder bag"). Depending on your geographic region, wonder bags may be referred to differently on the Platform, but for the purposes of these Terms and Conditions for Vendors, these are also defined as wonder bags. Those who use the Platform to reserve surplus food offered in a Vendor are "Consumers".

These Vendor Terms and Conditions ("Terms and Conditions") are a legally binding agreement between you and GoNiña AG ("GoNiña") that govern your use of GoNiña's websites and applications (collectively, the "Platform"). When we use the terms "you" or "your" in these Terms and Conditions, we mean the (legal) person/company or entity that you represent. When we use the terms "GoNiña", "we", "us" or "our" in these Terms and Conditions, this refers to GoNiña AG ("GoNiña" or "we"), UID CHE-499.164.486, Zweierstrasse 35, 8004 Zurich, Switzerland, with whom you are entering into this Agreement.

2. What is covered by these terms and conditions?

These Terms and Conditions reflect the way in which GoNiña operates and, among other things, reflect the laws that apply to the contractual relationship with you. These Terms and Conditions therefore help to govern our business relationship with you when you interact with us and use our Platform. For example, these Terms and Conditions include:

What you can expect from us and our platform.
What we expect from you. This is set out in certain rules for use of our Platform.
What you can expect from consumers. This explains the basics of interaction between you and consumers on our platform.
What rights and obligations you have in the event of a dispute between you and GoNiña and what you can expect in the event of a dispute that cannot be resolved quickly.
It is important to understand these Terms and Conditions because by by using the Platform, you agree to be bound by these Terms and Conditions.

We maintain other terms and policies that supplement these Terms and Conditions, such as our Privacy Policy, which describes GoNiña's collection and use of personal information. We encourage you to read it to better understand how you can manage and delete your information.

3. Use of GoNiña

When consumers reserve a goodie bag on the Platform, they pay us for a reservation and in return receive a reservation number (each a "pick-up code" for the purposes of these Terms and Conditions) that can be redeemed for a wonder bag at your establishment. You sell a wonder bag to a consumer when they come to your establishment and buy a goody bag from you in exchange for their GoNiña collection code.

Your GoNiña Vendor Account ("Store") is the place where you manage the details of your business relationship with us and use the Platform to make a wonder Bag available for reservation by consumers (i.e. make "Offers", as defined below). You must register on the Platform and create an account by providing us with all information we reasonably require during account registration or at any time thereafter (your "Vendor Account" or "Store"), and you must keep your Vendor Account information complete, accurate and up-to-date at all times. Any failure to provide or maintain this information may affect our ability to provide our services to you, for example, we may not be able to make payments to you if we do not have your complete and accurate banking information.

Offer. Vendor Account. Provide a wonder bag for reservation by consumers on the Platform (each, an "Offer").

Reservations. Once you offer a wonder Bag on the Platform, a Consumer may reserve it for themselves (each a "Reservation"). A reservation is not a purchase.

Collection. You sell a wonder bag to a consumer when the consumer arrives at the location you specify (often the address of your store) to pick up the wonder bag reserved on the Platform and accepts the contents of the bag. The reservation is validated by the confirmation in the app and the consumer takes the wonder bag ("pick-up"). The collection is the conclusion of the transaction, which takes place exclusively between you and the consumer. In the provider account, you enter the address where the consumer can collect their reservation. Pick-up time. In the provider account, you specify the time at which the consumer can collect their reservation.

Cancellations in the app - you and the consumer can cancel a reservation within the app. Keep in mind that many consumers plan their day around your pick-up time slot. We therefore ask that you respect their time by canceling a reservation no less than 2 hours before the start of your specified pickup time. We understand that this may happen in exceptional circumstances, but it should not be frequent or out of proportion to the number of pick-ups you make. If you regularly have to cancel reservations within two hours of the pick-up time, you should reduce your scheduled offers in your provider account. If your cancellations within two hours of the pickup time become excessive or habitual and are not resolved by you, your offer capacity in your provider account may be limited or suspended. In addition, the consumer may cancel their reservation if you change the pickup time or delay delivery of the wonder bag to the consumer by more than 30 minutes when they arrive to pick up their reservation.

In-Store Cancellations - In addition, the consumer may cancel their reservation at any time before or during the pickup (i.e. until the pickup is completed) if they wish, for any reason. This free right of withdrawal is required by law and is necessary because the consumer did not have detailed information about the contents of the goodie bag at the time of reservation.

Offers and reservations may be removed or canceled by us at our sole discretion if necessary, for example in the event of a recall, litigation or any other matter that in our judgment requires this action.

4. Your most important obligations

We can't cover everything within the Terms and Conditions, but we have highlighted some areas that are an important part of your relationship with GoNiña.

Confirm that you are authorized by your store: It's important for us to know that the stores using our platform are doing so through their authorized representatives. As the person accepting these store terms and conditions, you confirm that you have the authority to accept these store terms and conditions.

Authorize GoNiña to accept payments from consumers: You authorize us to accept payment from consumers on your behalf to fully satisfy the consumer's payment obligations for the wonder Bags they have reserved and you have sold.

Comply with the regulations that apply to you: You (and not GoNiña ) are responsible for understanding and complying with all laws, rules and regulations, especially those that apply to serving food and beverages to consumers on the Platform. This includes requirements for the preparation, handling and labeling of food you provide to a consumer, as well as the authorization to provide food and beverages to consumers.

Some specific platform rules you must follow are:

never offer anything other than surplus food on the Platform or use the Platform to sell anything other than surplus food, unless otherwise agreed with us
never produce more food than usual to sell to consumers via the Platform
ensure that the original retail value of the contents of each wonder Bag you offer is equal to or greater than the minimum value stated for the wonder Bag
If we or a consumer asks you to do so, you must provide all information required by applicable law or regulation that applies to the contents of each goodie bag you offer on the Platform, including, but not limited to, the list of ingredients and ingredients, allergens and other labelling information
ensure that you have all information about the contents of the goodie bag available at the time of collection that is required by applicable laws or regulations, as well as information for the customer on how to store the contents of the goodie bag and when the contents of the goodie bag must be consumed.

Food Quality and Control: You agree to comply with our recall procedure as provided on the Platform or as otherwise instructed by us. In addition, you must immediately remove your offers and notify us in the following cases:

If you recall or are required to recall any food that you have offered and/or sold to consumers through the Platform
You have become aware of problems or risks associated with food that you have offered and / or sold to consumers via the Platform
You become aware of non-compliance with laws, rules or regulations relating to food or product liability
You are not in possession of or lose the permission required to legally supply food to consumers in your relevant geographic market.

In these cases, GoNiña is entitled to cancel all outstanding reservations, inform all affected consumers and refund the consumer's payments for the relevant reservations and collections.

5. The role of GoNiña

As the provider of the Platform, GoNiña does not own, control, offer or manage the Suprise Packages you provide.

GoNiña is only an intermediary and therefore not involved in the sale of the food you offer to consumers.

We are also not responsible for the following:

anything you make available to consumers, including the contents of the goodie bag(s)
the manufacture, sale, purchase, storage, preparation, production, processing, labeling, delivery or handling of the contents of the goodie bag(s), nor compliance with applicable legislation, including applicable food regulations relating to the same
the fulfillment of your obligations towards consumers

Consumer complaints: We will handle consumer complaints we receive about the use of the Platform, including consumer experiences related to collections and the wonder Bags you provide, in accordance with our internal procedures. We do our best to handle every complaint we receive, but we may need some information from you, which you will provide to us in a timely manner. We will involve you if we think it is appropriate and sometimes direct the consumer to contact you, for example if we receive a complaint relating only to the quality or contents of a goodie bag.

If you receive a consumer complaint that relates to their experience with GoNiña, you agree to refer the consumer to us for handling and forward the complaint to us when you receive it in text form.

6. Payments and fees

We will charge you a fee for each confirmed Wundertüte reservation for your store (the "Reservation Fee"). The Reservation Fee applicable to you is set out in your Vendor Account.

We will collect all payments from consumers associated with the wonder bags you sell (i.e. at the end of collection). The reservation fee will be deducted from the payout you receive from us. Unless otherwise agreed between you and us, the reservation fee is 25% of the price of each goodie bag, subject in all cases to a minimum reservation fee. The reservation fee is net of VAT, sales tax or similar taxes. So when you receive payments from us, you will find that VAT, sales tax or similar taxes have been added to our reservation fee, if applicable.

Documentation: We issue a receipt to consumers after the pick-up has been validated or if the reservation has not been canceled according to our cancellation policy. We will also provide you with a monthly invoice summarizing the GoNiña fees incurred for your activities on our platform.

Payments: Once you join the Platform, every 90 days ("Billing Period") we will offset the payments we have received for the wonder bags you have sold against the GoNiña Fees, and pay out any remaining amounts by the 20th of the month following the Billing Period once they have reached or exceeded the minimum payout amount ("Minimum Amount"). The Minimum Amount applicable to you is specified in your Provider Account. We may pay you after a different settlement and payout period, depending on the specific rules that may apply in your store's geographic region or to your store's multi-merchant group. If special terms apply to you, you will find these details in your merchant account on GoNiña or in separate agreements we make with you. In certain circumstances, we may withhold payments to you beyond the billing period. In this case, we will notify you and tell you the reason for the change Refunds: Occasionally, at our discretion, we refund money to consumers to resolve issues such as complaints and recalls. In this case, we may refund consumers all or part of any payments we have collected in connection with a reservation or collection. In this case, no amounts are payable between you and GoNiña.

Taxes: You are required to pay all relevant taxes, including sales tax, VAT or similar, in connection with the amounts we pay to you. Depending on the laws of the country in which you are resident, we may be required to withhold and remit the relevant taxes to the relevant authorities.

To ensure that we can accurately identify you, you must provide us with your VAT or similar tax registration if you have one or as soon as you receive it. In such cases, you must also provide us with your VAT identification number or other tax number applicable to you.

7. Security

You take responsibility for full control over who manages and can access your provider account, how it is managed and how you use it. For example, you control access to your Provider Account, you decide who can use and access it ("Authorized Users") and what type of access each of these Authorized Users has. You can change or block this access at any time.

You should note that

You are responsible for all activities of your Authorized Users and their use of our Platform
You agree to keep your information (including a current email address) up to date.
You are responsible for providing true, accurate and complete information.
You are also responsible for protecting your username and password from theft or misuse.

User Permissions and Access: You should be clear about the permissions you grant to your Authorized Users. These terms and conditions also apply to each authorized user you add to your provider account.

8. Data use and privacy

You and we agree to comply with all applicable data protection laws and regulations, in particular Regulation (EU) 2016/679 of April 27, 2016 (the General Data Protection Regulation; the "GDPR"), the California Consumer Privacy Act (the "CCPA") and the Swiss Federal Act on Data Protection ("FADP").

Occasionally, stores ask about our collection and use of personal data from consumers. We are the data controller for all personal data we collect from consumers. Any personal data we collect from consumers will not be disclosed to you and may only be disclosed with the consumer's prior consent or where required by applicable law.

9. Confidentiality

When using our platform, you may share confidential information with us and you may become aware of confidential information about us. Both you and we agree to take reasonable steps to protect each other's confidential information from access by unauthorized persons, companies or other third parties. You or we may disclose each other's Confidential Information to legal, governmental or regulatory authorities as necessary or as required by law. We may also disclose your information on a similarly confidential basis to the other companies in our group, our advisers, auditors and financiers and to third parties conducting due diligence on our business. Information will not be considered confidential if the recipient of the information already knew it and it was not kept confidential, or the information is publicly available (but not as a result of a breach of this confidentiality section).

10. Indemnification and limitation of liability

Except for the rights and obligations described in this section, GoNiña shall not be liable for any loss or damage.

To the extent permitted by applicable law:

GoNiña shall not be liable for the following liabilities:
- loss of profits, revenue, business opportunity, goodwill or anticipated savings
- indirect or consequential damages
punitive damages

GoNiña's total liability arising out of or in connection with these Terms or your use of the Platform shall be limited to the amount paid by GoNiña to you in the 3 months prior to the occurrence of the event giving rise to the claim.

You indemnify and hold GoNiña and its directors, officers, employees and contractors harmless from any third party legal action (including actions by governmental authorities) arising out of or relating to your unlawful use of the Platform and/or violation of these Terms and Conditions. This indemnification covers any liability or costs arising from claims, losses, damages, judgments, fines, litigation costs and attorneys' fees.

These Terms and Conditions limit our liability only to the extent permitted by applicable law. In particular, these Terms and Conditions do not limit our liability for death or personal injury, fraud, fraudulent misrepresentation, gross negligence or willful misconduct.

11. Intellectual property

During your use of the Platform, you authorize us to display the name of your store and your logo(s) on our Platform so that your presence and offers are visible to consumers. From time to time, we may also mention your name and logo in connection with offers from stores and business partners using the Platform. For any other use by us, we must obtain your prior written consent.

While you are an active user of the Platform, you may use our name and logo(s) to identify your use of the Platform and your relationship with GoNiña. Such use must be consistent with our Brand Guidelines or other appropriate instructions from us. Any other use of our name, logo or other materials belonging to us requires our prior written consent. We reserve the right to revoke your use of our name and/or logo(s) at any time if we believe that your use violates our brand guidelines or reasonable expectations.

As between you and us, with the exception of your store name and logo, all other content and materials on the Platform are exclusively owned by us unless we indicate otherwise.

12. Term and termination

We reserve the right to suspend or terminate your access to the Platform at our reasonable discretion. This includes the deletion of your provider account. Examples of circumstances in which this may occur are:

if you materially or repeatedly breach the Terms and Conditions;
if we are required to do so in order to comply with a legal requirement or court order
if we have reason to believe that your behavior is causing harm or liability to us, a consumer or a third party - for example, by hacking, phishing, harassing, spamming, misleading others or scraping content that does not belong to you; or
if you are inactive on the Platform for an extended period of time

We recommend that you contact us if you believe that your provider account has been incorrectly suspended or terminated.

You are free to stop using our platform at any time.

13. Miscellaneous

Disclaimer of warranties: Our Platform is provided to you on an "as is" basis. We disclaim all warranties, express or implied, including the implied warranties of non-infringement, merchantability and fitness for a particular purpose, unless you are located in a jurisdiction that gives you a specific legal right that conflicts with this disclaimer or does not allow us to disclaim a warranty. Otherwise, we are only bound by the express warranties we give you in these terms and conditions.

Suspension of your access, deactivation of your subscription or refusal to pay: As our platform is global, different laws may apply in different countries that restrict our relationship with you. We may suspend your access, terminate your provider account or refuse to process a payment if we reasonably believe that there is a risk - such as a potential violation of a law or regulation - associated with you, your business or a payment. Examples of such cases include transactions where the payment originates from a sanctioned person or country, or where we reasonably believe there is a legal or regulatory issue. You represent that you are not located in a sanctioned country and are not on a sanctioned persons list. We may also block customer or business accounts from a country if we are unable to receive payments from that country. We may take any of these actions without notice.

Changes to these Terms: We may make changes to these Terms and Conditions from time to time. We will notify you in advance before any change we make takes effect in accordance with local regulations. We will try to give you advance notice of material changes where possible - unless we have to make these changes immediately for reasons beyond our control, such as changes in the law. If a change is not material, we may not notify you. The new Terms and Conditions will not apply retroactively to your use of our Platform prior to the change in Terms and Conditions, but the new Terms and Conditions will apply to you immediately if you use the Platform after the new Terms and Conditions are posted on our Platform. If you do not terminate your use of the Platform prior to the effective date of the amended Terms and Conditions, your continued access to or use of the Platform will constitute your acceptance of the amended Terms and Conditions. You can keep track of changes to our Terms and Conditions by referring to the version and date of the last update at the top of each version of the Terms and Conditions.

Assignment: You may not assign these Terms and Conditions or transfer or assign your rights and obligations without our prior written consent. We may assign, transfer or delegate this Agreement and any rights and obligations hereunder without restriction at our sole discretion upon 30 days' prior notice.

Governing Law: The governing law and jurisdiction applicable to your use of our Platform is that of GoNiña AG ("GoNiña" or "we"), UID CHE-499.164.486, Zweierstrasse 35, 8004 Zurich, Switzerland, with whom you have entered into the Agreement. The applicable law and the place of jurisdiction shall apply irrespective of the rules of conflict of laws. Any disputes shall be resolved exclusively by the dispute resolution method set forth in these Terms and Conditions.

Settlement of disputes: Most of your concerns can be resolved quickly and to everyone's satisfaction if you contact us. If we are unable to resolve your complaint to your satisfaction (or if we are unable to resolve a dispute with you after trying informally), you and we agree to resolve such disputes by final and binding arbitration in the English language based on applicable law and venue and in accordance with the Zurich Chamber of Commerce Arbitration Rules. You and we agree that any dispute must be brought in the parties' individual capacities and not as plaintiffs or members of a class action or other collective proceeding.

Contacting us: If you have any questions about these Terms and Conditions, please contact us using the contact information listed here:

GoNiña AG, Zweierstrasse 35, 8004 Zurich, Switzerland

Company identification number (UID): CHE-499.164.486

E-mail: support@gonina.com

Unless otherwise stated in these Terms and Conditions, all communications we send to you will be sent to the email address you have provided to us in your Vendor Account.

Zurich, September 2023, GoNiña AG