Effective Date: August 1, 2023
Account: private part of the Platform to which the Contractor has (exclusive) access.
Agreement: the agreement between the Contractor and OrderLemon of which the General Termsand Conditions and the Data Processing Agreement form part.
Contractor: the natural or legal person offering its Products via OrderLemon's Platform.
Customer: natural or legal persons who contracts with the Contractor via the Platform;
General Terms and Conditions: these General Terms and Conditions, regardless of the form in whichthey are disclosed.
Intellectual Property: patent, copyright, trademark, design and model rights and/or other(intellectual property) rights, including database rights and - whether patentable or not - technicaland/or commercial know-how, methods and concepts.
OrderLemon: Fabulor NV, (Kruispuntbank van Ondernemingen nr. 784984079), een vennootschap naar Belgisch recht met maatschappelijke zetel te Geelsebaan 63a 2460 Kasterlee.
Order: the agreement established between Contractor and the Customer.
Parties: Contractor and OrderLemon.
Platform: the landing page(s), Account(s) and further online environment including any links to ThirdParty Services as offered via www.orderlemon.com or in any other manner; the Platform does notinclude the Third Party Services.
Product: the products as offered by the Contractor via the Platform.
Services: the services provided by OrderLemon to the Contractor, including (providing access to) thePlatform and facilitating Orders between the Contractor and Customers.
Third Party Services: third party services accessible via the Platform with which the Contractorand/or Customer must enter into an agreement or not.
These General Terms and Conditions apply to any Agreement and to any use of the Platform or anyother Services of OrderLemon.
OrderLemon is entitled to amend or supplement these General Terms and Conditions. In case ofsubstantive changes, OrderLemon shall communicate these changes to Contractor at least 30calendar days prior to their entry into force.
If Contractor does not wish to agree to the amendments, Contractor may terminate the Agreementbetween the Parties until the amendments take effect.
OrderLemon hereby grants to Contractor a limited, non-exclusive and non-transferable,non-sublicensable right, subject to the condition precedent of payment by Contractor of all amountsowed by it under the Agreement, which right Contractor hereby accepts, to use the Platform for itsown organization and solely for the purpose of concluding and executing Orders from Customers toContractor.
Contractor grants OrderLemon a license to all photographs, texts and other information madeavailable by Contractor on the Platform for the purposes of the provision of the Services byOrderLemon to Contractor.
Contractor shall pay a monthly fee in advance for access to the Platform. Our prices are excludingVAT. In addition, Contractor shall pay a fee on each transaction of:
● Ideal: € 0.35 and a fee of 1.5% on the total order value of each Order.
● Bancontact: € 0.45 and a fee of 1.5% on the total order value of each Order.
● VISA/Mastercard: € 0.40 and a fee of 3.5% on the total order value of each Order.
Platform pricing will be published on our website: https://www.orderlemon.com/nl/prijs. These feesare either settled via OrderLemons payment platform ‘Online Payment Platform’ in case of an onlinepayment. In case of in-store payment (cash or pin), invoicing will be done once a month. All feesmentioned above are settled automatically by direct debit.
Fees mentioned on OrderLemons website do not include VAT and other government taxes.
Payment of the fixed part of the fees owed by Contractor shall be made in the manner specified byOrderLemon on the invoice, with instructions regarding payment stated on the invoice beingfollowed by Contractor. The variable part of the fees payable shall, at OrderLemons discretion, be setoff against payments received by Contractor from Customers or charged separately to Contractor.
In respect of the quantity of Orders and order values, the data from OrderLemons administration orsystems provide compelling evidence, subject to proof to the contrary.
OrderLemon is entitled to amend its fees from time to time. A change in fees will be announced atleast two months prior to the change taking effect. If Contractor does not wish to agree to thechange, Contractor is entitled to terminate the Agreement in writing within one month of thenotification by the date on which the change comes into effect. However, Contractor shall not beentitled to such right of termination if the applicable prices and rates are only adjusted for inflationon the basis of the price index for family consumption (‘prijsindex voor de gezinsconsumptie allehuishoudens’) all households as published by Central Statistics Office (‘Centraal Bureau voorStatistiek’).
The Intellectual Property Rights to the Platform or in other Services or products provided byOrderLemon shall remain vested in OrderLemon or in the third party from whom OrderLemon hasobtained the right to make (a part thereof) available to Contractor.
Contractor is not permitted to copy, modify, decompile, translate, alter, or reverse engineer (parts of)the Platform except with the written consent of OrderLemon or to the extent required by mandatoryapplicable law.
All other information such as (WAB) numbers, etc. made available by OrderLemon or its suppliers,such as Third Party Service providers, shall remain the property of OrderLemon or its suppliers.
Contractor warrants that, if and to the extent materials or data are made available by it toOrderLemon or to Customer under the Agreement or otherwise, whether through the Platform orotherwise, it is entitled to do so and that such materials and data do not infringe any third partyrights or are otherwise unlawful.
OrderLemon makes every effort to ensure optimal availability and accessibility of the Platform, butexpressly does not guarantee the (undisturbed or error-free) functioning thereof.
OrderLemon has the right to modify the Platform from time to time to improve its functionality andto correct errors and defects. OrderLemon will endeavor to fix any errors and defects in the Platform,but cannot guarantee that all errors and defects will be fixed. If, in OrderLemon's reasonable opinion,a modification requires a significant adjustment on the part of Contractor or Customer, or results in asignificant change in functionality, or leads to discontinuation of the provision of certainfunctionality, OrderLemon will notify the Contractor as soon as possible. OrderLemon also reservesthe right to stop offering certain functionality at all through the Platform at any time. OrderLemonwill notify Contractor as soon as possible. As the functionality of the Platform is provided to multipleContractors, it is not possible to waive a particular modification only for Contractor. The Contractorcannot claim compensation for damages under the circumstances referred to in this paragraph.
OrderLemon reserves the right to (temporarily) take the Platform out of use and/or restrict its use if:
OrderLemon shall never be liable to Contractor for any compensation regarding suchdecommissioning or restriction of the use of the Platform.
OrderLemon is in no way responsible for support to Customer(s). OrderLemon shall only supportContractor in providing support to Customer.
OrderLemon is in no way responsible or liable for (the operation of) the Third Party(ies) Servicesintegrated into the Platform.
The relationship between OrderLemon and Contractor is one between independent contractingparties. Contractor does not have the right to act on behalf or for the account of OrderLemon.
Contractor enters into agreements with Customers exclusively in its own name. Contractor is also solely responsible and liable for the execution of the Orders of Customers.
Contractor is obliged to provide current and accurate information to OrderLemon and to keep such information up to date. Contractor must keep (or cause to be kept) secret any usernames and passwords provided in relationto the Account. It is not permitted to transfer usernames, passwords and/or any provided alternative means of authentication or to give them in use to third parties, unless OrderLemon has given its express written consent.
Contractor is responsible and liable for any use under its Account, including unlawful use.OrderLemon is not liable for misuse of usernames, passwords and/or any alternative means of authentication provided and may assume that when Contractor logs on with Contractor's username,password and/or any alternative means of authentication provided, Contractor is actually theContractor. As soon as Contractor knows or has reason to suspect that user names, passwords and/orany alternative means of authentication provided have come into the hands of unauthorisedpersons, and/or the unlawful content is being exchanged over the Platform, Contractor must notifyOrderLemon immediately, without prejudice to its own obligation to take effective measures itself immediately.
Contractor may only use the Platform for lawful and legitimate purposes as agreed in the separately signed agreement between Contractor and Facebook/META. Contractor may only use the Platform for physical goods. Contractor may not use the Platform for, amongst others, drugs, medical- or healthcare products, digital content, alcohol, animals, weapons, etcetera. OrderLemon has the right to refuse Contractor to use the Platform for Contractor's specific products at any time.
Contractor is responsible for the purchase and maintenance of the equipment necessary to access and use the Platform, such as smartphones and internet connections.
Contractor shall comply with the terms and conditions set by third parties for the use of Third PartyServices as integrated into the Platform, for example those of the Payment Service Provider or those of WhatsApp for Business.
By subscribing to OrderLemon, Contractor accepts to publish its assortment with prices and descriptions on OrderLemon, public marketplaces such as Google Play store and Apple IOS store, websites and Meta Inc platforms. The information of Contractors items, including text, photos and videos, is Contractors legal responsibility. OrderLemon, Meta or any other Third Party reserves theright to take down those products without notice or cancel Contractors entire shop's catalogue.
Contractor is solely responsible for the information communicated to Customer, and for example for information about sales terms. Contractor is also solely responsible for determining, collecting and paying al relevant applicable taxes for the agreements concluded with Customers via the Platform.
Contractor may only use OrderLemon authorized payment gateways for all the online payments via the accounts of WhatsApp. Any failure to do so will apply the same fees per transaction initiated viaOrderLemon Services, and Platform.
Parties will comply with (their obligations under) the General Data Protection Regulation and all other applicable laws and regulations regarding privacy and data protection in the context of theAgreement. If necessary or desirable, Parties will make further written agreements on the processing of personal data, such as the conclusion of a data processing agreement.
The parties mutually undertake to keep confidential all information and data of which the parties become aware in the execution of this Agreement, including company data, customer data, purchase and sales data. The parties undertake not to disclose such information and data to third parties other than necessary for the performance of this Agreement without the written consent of the other party, unless (i) unless applicable mandatory regulations require either party to disclose the information.
Insofar as Contractor and OrderLemon have agreed on a monthly subscription, this can always beterminated by either party at the end of a contract month subject to one month's notice.
The Agreement may be immediately terminated by the Parties in writing if:
Obligations which by their nature are intended to continue even after the termination of theAgreement, such as Intellectual Property, Confidentiality, Liability and Choice of Law will continue to apply even after the end of the Agreement.
After the termination of the Agreement, OrderLemon is entitled to (permanently) delete all datapresent from and about Contractor, insofar as there is no legal obligation on OrderLemon itself to retain certain data.
The Platform and OrderLemon Services are provided "as-is" and "as-available" to the maximum extent permitted under applicable law. OrderLemon makes no warranties or representations, express or implied, as to any matter whatsoever, including but not limited to non-infringement of third-party rights, non-infringement of usage data or other data, merchantability, integration or fitness for a particular purpose, or that the Platform and Services will meet the requirements of Contractor orfunction properly when used in conjunction with other software or hardware. Furthermore,Contractor makes no warranties for any third-party services, software or hardware that may be used to access and use the Platform or Services.
OrderLemon's maximum liability for damages or costs arising out of or in connection with theAgreement, the use of the Platform or the Services whether in contract, tort, or otherwise, shall be limited to the amount of the fees paid by Contractor to OrderLemon for access to and use of thePlatform in one contract year for each event giving rise to the liability (for this purpose, relatedevents shall be treated as one event), where OrderLemon's total liability in any one contract year shall never exceed EUR 1,000 (one thousand euros).
In no event shall OrderLemon, or its licensors or subcontractors, be liable for any indirect, consequential, punitive, special or incidental damages, including, but not limited to, damages for lossof profits, turnover, business, goodwill, (personal) data, infringement of third party rights or costsincurred to prevent, mitigate or ascertain such damages.
OrderLemon shall not be liable for any damages or costs resulting from or related to the reasonable suspension, termination and/or restriction of access to and use of the Platform and Services.
The limitations and exclusions set out in the previous paragraphs of this article shall cease to apply ifand to the extent that the damage or costs result from or are related to intentional or deliberaterecklessness of OrderLemons management.
The Contractor shall defend, indemnify and hold OrderLemon harmless from any demands, claims, damages, liabilities, expenses, or losses, including attorney's fees, of third parties arising out of or resulting from:
The Contractor shall use all reasonable efforts to assist OrderLemon in defending itself against any claims and/or lawsuits and shall provide OrderLemon on first request, without undue delay, with all relevant information that may be necessary to defend against and/or settle any such claims and/or lawsuits.
A Party is not obliged to fulfil one or more obligations if it is prevented from doing so as a result offorce majeure. Force majeure is understood to include non-attributable failures of engaged third parties or suppliers.
As soon as the force majeure situation will last longer than 3 (three) months, the other Party is entitled to dissolve this Agreement without being liable for damages.
The rights and obligations under the Agreement are not transferable by Contractor to third partiesexcept with the express consent of OrderLemon. The Contractor hereby authorizes OrderLemon totransfer the rights and obligations under the Agreement to third parties. OrderLemon is authorized to engage third parties for the performance of the Agreement.
If one or more provisions of the Agreement or General Terms and Conditions prove to be non-binding or invalid, the other provisions shall remain in full force. The parties undertake to agreeon substitute provisions which approach the intention of the parties as closely as possible.
In the event of conflict, the following hierarchy applies, with the above taking precedence over the later:
a. data processing agreement; b. these terms & conditions.
The Agreement and obligations governed by it shall be exclusively governed by Dutch law and theDutch court unless applicable law imperatively designates another court as competent.
Disputes arising in connection with the Agreement or from any other legal relationship between theParties shall be submitted to the competent court in Maastricht.
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