Terms & Conditions For Marketplace

Store Terms

Version 2.1, effective 1 October 2023

Thank you for using Too Good To Go and joining the fight against food waste!

1.1 We dream of a planet with no food waste. Our Platform helps businesses and Consumers fight food waste together by saving meals that would otherwise have gone to the bin. With your use of the Platform you’re contributing to the goal of ensuring that all food produced is food consumed.

1.2 To support the goal we try to keep it simple and we provide an easy concept by which we empower Consumers to save meals from retail and food service businesses around them. Using the Platform, Consumers get food at attractive prices, and you as a business reduce food waste and get exposure to new and existing Consumers.

1.3 The Platform offers an online venue that connects Consumers with businesses that have surplus food to offer. While a business using the Platform to offer their surplus food to Consumers may come in many forms (e.g. super markets, bakeries, canteens, restaurants, manufacturers etc.), we refer to such businesses collectively as a “Store” or “Stores”. Stores offer surplus food by listing on the Platform a number of bags that they will fill with their surplus food and make available to be reserved by Consumers (each a “Magic Bag”) . You may see Magic Bags referred to by different names on the Platform depending on your geographic region but for purposes of these Store Terms, those too will be considered Magic Bags. Those who use the Platform to reserve surplus food listed by a Store are “Consumers.”

1.4 These Store Terms (“Store Terms”) are a binding legal agreement between you and Too Good To Go (“TGTG”) that govern your use of the websites and applications from TGTG (collectively, the “Platform”). When used in these Store Terms, “you” or “your”, we mean the entity or business that you represent. When used in these Store Terms, “Too Good To Go”, “TGTG,” “we,” “us,” or “our” refers to the TGTG entity set out on Schedule 1 with whom you are contracting.

2.1 These Store Terms reflect the way that TGTG works and among other things, the laws that apply to our relationship with you. As a result, these Store Terms help define our relationship with you as you interact with us and use our Platform. For example, these terms include:

• What you can expect from us and our Platform.
• What we expect from you, which establishes certain rules for using our Platform.
• What to expect from Consumers, which covers the basics of the interaction between you and Consumers using our Platform.
• What rights and responsibilities you have in case of disagreements between you and TGTG, and what to expect in case of a dispute we can’t easily resolve.

2.2 Understanding these Store Terms is important because, by using the Platform you’re agreeing to these Store Terms.

2.3 We maintain other terms and policies that supplement these Store Terms like our Privacy Policy, which describes our collection and use of personal data. We encourage you to read it to better understand how you can manage and delete your information.

3.1 When Consumers Reserve a Magic Bag on the Platform they pay us for a Reservation and in exchange receive a reservation identification number, for purposes of these Store Terms (each a “Pick-up Code”) that is redeemable for a Magic Bag at your Store. You sell a Magic Bag to a Consumer when they arrive at your Store and purchase a Magic Bag from you in exchange for their TGTG Pick-up Code.

3.2 Store Account. Your TGTG store account (called MyStore) is where you handle the details of your relationship with us and use the Platform to make Magic Bags available for Consumers’ Reservation (i.e. Listings as defined below). You must register and create an account by providing us with all the information we reasonably require during account registration or anytime after (your “Store Account” or “MyStore”) on the Platform and you must keep your Store Account information complete, accurate and updated. Any failure to provide or maintain this information may interfere with our ability to provide our services to you, for example we will not be able to make payments to you unless we have your complete and accurate banking information.

3.3 Listing. Make bags available for reservation by Consumers on the Platform (each a “Listing”).

3.4 Reservations. Once you make a Listing of a bag on the Platform, a Consumer can reserve it for themselves (each a “Reservation”). A Reservation is not a purchase.

3.5 Pick-up. You sell a Magic Bag to a Consumer when the Consumer arrives at your designated location (often the address of your Store) to retrieve the bag they reserved on the Platform and accepts the bag contents. The Reservation is validated upon confirmation in the App, and the Consumer takes the Magic Bag away with them (“Pick-up”). The Pick-up is the conclusion of the transaction which is made exclusively between you and the Consumer. In MyStore you set the address where the Consumer can Pick-up their reservation.

3.6 Pick-up time. In MyStore you set the time when the Consumer can Pick-up their Reservation.

Cancellations.

3.7 In App - You and Consumers may cancel a Reservation within the app. Keep in mind many Consumers plan their day around your pick-up window so we ask you to respect their time by not cancelling a Reservation less than 2 hours before the start of the Pick-up time you listed. We understand this can happen under exceptional circumstances, but it should not happen often or disproportionately to the number of Pick-ups from you. If your need to cancel Reservations within two hours of the Pick-up time occurs regularly, you should reduce your scheduled Listings in your MyStore account. If your cancellations within two hours of Pick-up time become excessive or habitual and remain unresolved by you, your Listing capabilities in your MyStore account may be limited or suspended. In addition, the Consumer may cancel their Reservation if you change the Pick-up time or you delay the delivery of the Magic Bag to the Consumer by more than 30 minutes when they arrive to Pick-up their Reservation.

3.8 In Store - In addition, Consumers may cancel their Reservation anytime before or during Pick-up (i.e. until Pick-up is concluded) if the Consumer chooses to for any reason. This free cancellation right is a regulatory requirement and is required since the Consumer did not have detailed information about the contents of the Magic Bag when the Reservation was made.

3.9 Listings and Reservations may be removed or cancelled by us at our discretion when necessary, like in the event of a recall, dispute, or other matter that in our assessment requires that action to be taken.

4.1 We can’t cover everything here but we’ve highlighted a few areas that are an important part of your relationship with TGTG.

4.2 Confirm that you are authorised by your Store

It’s important for us to know the Stores using our Platform are doing so through their authorised representatives. As the person accepting these Store Terms for the Store you’re acknowledging that you have the authority to accept these Store Terms for the Store.

4.3 Authorise TGTG to receive payments from Consumers

You grant us a power of attorney to receive payments from Consumers on your behalf in full discharge of the Consumer’s payment obligation for the Magic Bags they Reserve and you sell to them.

4.4 Comply with rules that apply to you

You (and not TGTG) are responsible for understanding and complying with all laws, rules, and regulations especially those that apply to your provision of food and beverage to Consumers using the Platform. This includes requirements like preparation, handling, and labelling the food you provide to a Consumer and authorisation to hand out food and beverages to Consumers.

Some specific Platform rules you must follow are:

• never list anything on the Platform other than surplus food or use the Platform to sell anything other than surplus food, unless otherwise agreed with us
• never produce more food than you usually do with the purpose of using the Platform to sell such food to Consumers
• ensure the original retail value of the contents of each Magic Bag you List meets or exceeds the minimum value listed for the Magic Bag
• if we or a Consumer ask, you must provide all information according to applicable law or regulation that applies to the contents of each Magic Bag you list on the Platform, including - but not limited to - list of ingredients, allergens and other labelling related information
• ensure upon Pick-up you have all information about the contents of the Magic Bag required by applicable law or regulation, as well as information available for the Consumer about how to store the Magic Bag contents and when the contents of the Magic Bag must be consumed.

4.5 Food quality and control

You agree to comply with our recall process as provided on the Platform or as otherwise directed by us. You must also immediately remove your Listings and notify us in the following circumstances:

• If you recall or are required to recall any food you provided to Consumers using the Platform
• You are aware of problems or risks related food you provided to Consumers using the Platform
• You become aware of your non-compliance with laws, rules, or regulations related to food or product liability
• You do not have or lose any license required for you to legally provide food to Consumers in your relevant geographic market

4.6 If any of these occur TGTG may retract all applicable pending Reservations, inform all applicable Consumers, and refund amounts to Consumer for related Reservations and Pick-ups.

5.1 As the provider of the Platform, TGTG does not own, control, offer or manage any Listings of Magic Bags you make available. TGTG is only an intermediary and as a result TGTG is not a party to the sale of the food you provide to Consumers.

We are also not responsible for the following:

• anything you provide to Consumers, including the contents of Magic Bags
• the manufacture, sale, purchase, storage, preparation, production, processing, labelling, delivery or handling of the contents of Magic Bags nor compliance with applicable legislation, including applicable food regulations regarding the same
• fulfilling your obligations to Consumers

Consumer Complaints

5.2 We will handle Consumer complaints we receive about the use of the Platform, including any Pick-up experiences or Magic Bags you provide, in accordance with our internal processes. We’ll do our best to handle each complaint we receive, but we may need some information from you which you agree to provide to us in a timely manner. We will include you when we think it makes sense, and at times direct the Consumer to reach out to you for example if we receive a complaint that is only about the quality or content of a Magic Bag.

5.3 If you happen to receive a Consumer complaint and it’s about their experience with TGTG, you agree to direct the Consumer to us to handle or forward it to us if you receive the complaint in writing.

6.1 We charge you an annual fee for use of our Platform (the “Platform Fee”) and a fee each time a Magic Bag reservation is confirmed for your Store (the “Reservation Fee”). Together the Platform Fee and Reservation Fee are referred to as the “TGTG Fees”.

6.2 The Platform Fee and Reservation Fee that apply to you are set out in your Store Account.

6.3 We collect all amounts from the Consumer associated with each Magic Bag you sell (i.e. at the conclusion of the Pick-up).The Reservation Fee is 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 Magic Bag with a minimum Reservation Fee applying in each case. The Reservation Fee is less VAT, sales tax or any similar tax, if any, so when you receive payments from us you’ll notice applicable VAT, sales tax or any similar tax, if any, has been added to our Reservation Fee.

6.4 Documentation. Unless you have decided to handle invoices to Consumers for the Magic Bags yourself, we will provide a receipt to Consumers after each Pick-up is validated or if the Reservation is not cancelled in accordance with our cancellation requirements. Also, each month we provide you an invoice that summarises the TGTG Fees that apply to your activity on our Platform.

6.5 Payments. We reconcile payments received for Magic Bags you sell with the TGTG Fees you owe us every 90 days (“Reconciliation Period”) starting when you join the Platform and payout any remaining amounts on the 20th day of the month following each Reconciliation Period. We may pay you on a different reconciliation and payment timeline depending on unique rules that may apply in your Store’s geographic region, or to your Store’s multi-merchant group. If unique terms apply to you, those details will be found in your Store Account on TGTG or within separate agreement terms we make with you. In certain circumstances we may withhold payments to you beyond the Reconciliation Period in which case we’ll notify you and provide information about the reason for the change.

6.6 Refunds. At times we may refund Consumers at our discretion to resolve issues like complaints and recalls. When we do, we may provide refunds to Consumers for some or all of the amounts collected in connection with a Reservation or Pick-up. If we do, no amounts are due for payment between you and TGTG.

6.7 Taxes / VAT. You are required to pay any relevant taxes including sales tax, VAT or similar in connection with the amounts we pay out to you. Depending on the laws of the jurisdiction you’re located, we may be required to withhold and remit applicable tax to the relevant authorities.

To ensure we identify you accurately, you are required to notify us of your VAT or similar tax registration if you have one or as soon as you obtain it. In these cases you are also required to give us the VAT number or other applicable tax identification number that applies to you.

7.1 You take responsibility for fully controlling who administrates and can access your Store Account, how it is managed and how you use it. For example you control access to your Store Account, you decide who is allowed to use and access it (“authorised users”), and what kind of access each of those authorised users has. You can change or stop that access at any time.

7.2 You should note that

• You’re responsible for all your authorised users’ activity and their use of our Platform.
• You undertake to keep your information (including a current email address) up to date.
• You’re responsible for providing true, accurate and complete information.
• You’re also responsible for protecting your username and password from getting stolen or misused.

7.3 User roles and access: You should make sure to understand the permissions you’re granting to your authorised users. These Store Terms also apply to each authorised user that you add to your Store Account.

8.1 You and We each agree to comply with all applicable data protection and privacy laws and regulations, including without limitation Regulation (EU) 2016/679 of 27 April 2016 (the General Data Protection Regulation) (the “GDPR”) and the California Consumer Privacy Act (the “CCPA”).

8.2 At times Stores ask about our collection and use of personal data related to Consumers. We are the data controller of all personal data collected from Consumers. Any personal data we collect from Consumers is not shared with you and may only be shared with prior consent from the Consumer or when required by applicable regulation.

9.1 While using our Platform, you may share confidential information with us, and you may become aware of confidential information about us. You and we both agree to take reasonable steps to protect each other’s confidential information from being accessed by unauthorised individuals, entities or other third-parties. You or we may share each other’s confidential information with legal, governmental or regulatory authorities if required to do so, or if required by law. We may also share your information on a similar confidential basis with the other companies in our group, our advisers, auditors and financiers, and any third parties carrying out due diligence on our business. Information will not be considered confidential if the recipient of the information already knew the information and it was not subject to confidential treatment, or the information is publicly available (but not as a result of a breach of this confidentiality section).

10.1 Other than the rights and responsibilities described in this section, TGTG won’t be responsible for losses or damages.

10.2 To the extent allowed by applicable law:
TGTG won’t be responsible for the following liabilities:

• loss of profits, revenues, business opportunities, goodwill or anticipated savings
• indirect or consequential loss
• punitive damages
• TGTG’s total liability arising out of or relating to these Store Terms or your use of the Platform is limited to the amount TGTG paid you during the 3 months before the event giving rise to the claim arose.

10.3 You’ll indemnify TGTG and its directors, officers, employees and contractors for any third-party legal proceedings (including actions by government authorities) arising out of or relating to your unlawful use of the Platform and/or violation of these Store Terms. This indemnity covers any liability or expense arising from claims, losses, damages, judgments, fines, litigation costs and legal fees.

10.4 These Store Terms only limit our responsibilities as allowed by applicable law. Specifically, these Store Terms don’t limit our liability for death or personal injury, fraud, fraudulent misrepresentation, gross negligence or wilful misconduct.

11.1 During your use of the Platform, you permit us to display your Store name and logo(s) on our Platform so your presence and Listings are visible to the Consumers. At times we may also reference your name and logo in connection with listings of Stores and business partners using the Platform. Any other use by us requires us to obtain your prior written consent.

11.2 While you are an active user of the Platform you may use our name and logo(s) to designate your use of the Platform and relationship with TGTG. Such use must comply with our brand guidelines or other reasonable instructions from us. Any other use of our name, logo(s), or other materials that belong 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 find your use to be in violation of our brand guidelines or reasonable expectations.

11.3 As between you and us, with the exception of your Store name and logo(s), all other content and materials on the Platform are exclusively our property unless we state otherwise.

12.1 We reserve the right to suspend or terminate your access to the Platform including deletion of your Store Account at our reasonable discretion. Examples of scenarios where this may happen are:

• you materially or repeatedly breach the Store Terms;
• we’re required to do so to comply with a legal requirement or a court order
• we reasonably believe that your conduct causes harm or liability to us, a Consumer, or third party – for example, by hacking, phishing, harassing, spamming, misleading others or scraping content that doesn’t belong to you; or
• You’re inactive on the Platform for an extended period of time

12.2 We encourage you to contact us, if you believe that your Store Account has been suspended or terminated in error

12.3 You’re always free to stop using our Platform at any time.

13.1 Disclaimer of Warranties. Our Platform is made available to you on an “as is” basis. We disclaim all warranties, express or implied, including any implied warranties of non-infringement, merchantability and fitness for a particular purpose unless you’re located in an area that by law provides you a specific right contrary to this disclaimer or does not permit us to exclude a warranty. Otherwise, we’re held to only the express promises we make to you in these Store Terms.

13.2 Blocking your access, disabling your subscription, or refusing to process a payment: As our Platform is global, different laws may apply in different countries that restrict our relationship with you. We may block your access, terminate your Store Account, or refuse to process a payment if we reasonably believe there’s a risk - like a potential breach of a law or regulation - associated with you, your business, or a payment. Examples of where we might do this include transactions where the payment is from a sanctioned person or country; or where we reasonably believe there is a legal or regulatory issue. You promise that you’re not located in a sanctioned country and are not on a sanctioned persons list. We may also stop Consumers or Store Accounts from a country if we can’t receive payments from that country. We may take any of these actions without notice.

13.3 Changes to these terms. We can make changes to these Store Terms from time to time. We’ll provide you with prior notice before any change we make takes effect in accordance with local regulation. We’ll try to let you know of material changes beforehand if we can - unless we need to make those changes immediately for reasons outside our control, like a change in law. If a change isn’t material, we may not notify you. The new Store Terms will not apply retrospectively to your use of our Platform before the Store Terms changed, but the new Store Terms will immediately apply to you if you use the Platform after the new Store Terms are posted on our Platform. If you do not terminate your use of the Platform before the date the revised Store Terms become effective, your continued access to or use of the Platform will constitute acceptance of the revised Store Terms. You can keep track of changes to our Store Terms by referring to the version and the date last updated written at the top of each version of the Store Terms.

13.4 Assignment. You may not assign these Store Terms or transfer or delegate your rights and obligations without our prior written consent. We may without restriction assign, transfer or delegate this agreement and any rights and obligations hereunder, at our sole discretion, with 30 days’ prior notice.

13.5 Applicable law. We’ve set out the law and venue that apply to your use of our Platform next to the TGTG entity you contracted with in Schedule 1. The applicable law and venue will apply regardless of conflict of laws rules. Any disputes will be resolved exclusively by the dispute resolution method set out in these Store Terms.

13.6 Resolving Disputes. Most of your concerns can be resolved quickly and to everyone’s satisfaction by contacting us. If we’re unable to resolve your complaint to your satisfaction (or if we haven’t been able to resolve a dispute we have with you after attempting to do so informally), you and we agree to resolve those disputes through a final and binding arbitration process in English based on the applicable law and venue in Schedule 1 based on your place of establishment and in accordance with the Rules of Arbitration of the International Chamber of Commerce. You and we agree that any dispute must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

13.7 Contacting each other. If you have any questions about these Store Terms please reach out to us using the contact information for your local market listed in Schedule 1. Unless we say otherwise in these Store Terms, any notices we send to you will be sent to the email address you’ve provided to us in your Store Account.

Schedule 1 - Contracting Entities and Applicable Law.