General provisions

1. scope of application

1.1 These General Terms and Conditions apply to the business relationship between mipe GmbH (“mipe“) or (“We“) and service partners (the “Partner” or “You”). Supplementary terms and conditions may apply to individual additional services (“Additional Terms“).

1.2 Your deviating, supplementary or contradictory terms and conditions shall not apply, even if we provide our services with knowledge of these terms and conditions and have not objected to them.

2. contractual relationships, registration obligations, registration, changes to the terms of use

2.1 Only service owners with full legal capacity can sign these General Terms and Conditions. The contractual relationship is limited to you as a partner and is not transferable. You operate a business for which you wish to use our services.

2.2 mipe is one of the leading online platforms for reservations and bookings. We bring service partners and end customers together through our booking system and also provide you with booking management software. We enable end customers to make reservations or appointments in your shop at any time and from any device (collectively referred to as our “mipe services“). In order to use our mipe services, you must create a user account with the role of Partner (“User Account“) with mipe. To register, you will need a valid email address, telephone number and password of your choice. You agree to provide truthful and complete information when registering and to keep this information up to date during the term of the agreement. You hereby agree that mipe may communicate with you via your user account and your stored e-mail address and/or telephone number.

2.3 You, your employees and your assistants undertake to protect your access data at all times and not to grant unauthorised third parties access to your user account and the mipe services made available to you (apart from your authorised employees).

2.4 These General Terms and Conditions for Corporate Partners and the Additional Terms and Conditions may be amended by mipe, provided that (i) you expressly or tacitly consent to this, (ii) the amendments are based on mandatory statutory provisions or (iii) your consent is deemed to have been given in accordance with the following provisions. In cases (ii) and (iii) above, you will be informed in writing of any intended changes at least 30 calendar days before they come into effect. In case (iii), the following also applies: If you do not object in writing by email to support.partner@mipe.app within 14 calendar days of being notified of the intended change, your consent will be deemed to have been given and the changes will become an effective part of the contract at the time notified. We reserve the right to terminate your contract within 14 calendar days of receipt of such objection.

3. profiles

3.1 Mipe publishes entries with information about local shops/businesses (“profile“) – both on its own channels (mipe domains, mipe app) and via cooperation partners (third party providers who advertise, refer to or link to the mipe channels or offer the mipe services via their own channels through technical integration. This may also include social media platforms, search engines and other third parties), collectively referred to as the “mipe network“. This information may include, for example, address and contact details, images, photos and descriptions, offers and services, opening hours and, at a later date, prices. This information may have been provided by you or may have been editorially created by mipe or users of the mipe services independent of any contractual relationship.

3.2 Throughout the term of the Contract, you will ensure that the information you provide or post yourself complies with all legal and contractual requirements, does not infringe any third party rights and is true, accurate and not misleading in any way. As soon as such information is not or is no longer in conformity therewith, you will promptly correct it or, if you are unable to correct it yourself, promptly notify us in writing.

3.3 At mipe’s request, you will also check whether your business information published or intended for publication on the Website, either by mipe itself or by users of the mipe Services, complies with the above requirements.

3.4. mipe reserves the right to remove or correct information that is inaccurate or violates the provisions of this contract or the law, but is not obliged to do so. mipe reserves the right to remove or block the profile from the partner after the expiry of the contract period. mipe decides where, in which form and in which position (order) an offer appears (the “ranking“). The ranking is determined by taking into account the search query of the respective user and determines which results are most relevant. The relevance depends on the extent to which the search query matches the partner name, the availability and the service offered. Other factors taken into account are the distance of the restaurant from the city centre or the user’s home, as well as the number and quality of reviews given for your business/operation. The ranking is created in due course by automatic algorithms and may change at any time.

4. mipe services

4.1 You contractually agree to use one of the booking modules of mipe (product) to receive, process and manage reservations or appointments. Likewise, you will also be able to receive, process and manage customer data from your customers in their profile. The scope of services and the payment modalities will be communicated with the partner and are in most cases the same for all partners. Exceptions can be decided.

4.2 All modules include the provision of (i) a booking calendar for integration on our web application (“Web Application“) and (ii) the use of a database to manage bookings in your user account via a website. Depending on the stage of development, a mobile application (“Partner Application“) may also be available to you. The scope of services related to the use of the database for managing bookings depends on what you have agreed.

4.3 Once these terms and conditions have been accepted and the set-up has been completed, your restaurant can be booked throughout the mipe network.

4.4 During the term, you receive the non-exclusive and non-transferable contractual right to use the module subscribed to by you in the agreed version and to the agreed extent exclusively for handling your own business processes and in compliance with the contractual provisions. You do not acquire any copyright or intangible rights of use to the underlying software (computer programs and databases).

4.5. the offer has in principle a technical availability of about 95% per year, except for usual and reasonable maintenance work, force majeure or other events or circumstances beyond the control of mipe.

4.6 Subject to individual agreements, the information in the order process and in the online dialogues of your user account determine the description and scope of the product or service (e.g. technical conditions and specifications for partner integration or installation and operation of the partner application). Support, installation, maintenance and training will only be provided by arrangement with us. If a fixed set-up fee applies, we will provide the following services: (1) set-up of the reservation management system (all functions), (2) creation of the partner profile, and (3) one-time training of staff (remotely or, in exceptional cases, on-site, depending on the location) or autonomous training. You can cancel or postpone the briefing referred to in point (3) up to 24 hours before the appointment at the latest without incurring any costs. If you cancel or postpone the appointment less than 24 hours in advance, we reserve the right to charge you for the costs incurred. The same applies in the event of a further cancellation or postponement.

4.7. mipe will, in due course, offer End Users the opportunity to submit reviews for the shops/businesses they visit. The End Users will submit the ratings exclusively to mipe. You are not entitled to use these ratings independently (e.g. in your own promotional material).

4.7.1 You may not manipulate the rating system by submitting ratings for your own service or that of a competitor, nor may you instruct third parties to do so. You may not influence the submission of ratings by end users.

4.7.2. mipe will review and monitor reviews and other content submitted by End Users (i) at its sole discretion prior to publication and (ii) after publication in the event of a complaint by you. If you believe that a review of your business/operation contains unlawful content, you are required to notify mipe in writing and provide mipe with the opportunity to review the review and respond accordingly.

4.7.3. mipe is entitled to publish reviews submitted by end users, but is not obliged to do so. We reserve the right not to publish or to delete individual reviews in whole or in part, especially if they violate our General Terms and Conditions.

5. booking fees, cancellations, no shows

5.1 Reservations made through the mipe network are subject to the booking fees set out in the web application (each a “mipe Reservations “). The mipe network also includes third-party providers as defined above. Should any of these third party providers increase the fees for bookings made through their platform, we reserve the right to increase the booking fee accordingly for bookings made through that third party provider’s platform. We will notify you of any such increase at least 30 calendar days before the new pricing structure comes into effect. If the cost increase is unreasonable, you have the right to object to the price increase in writing within a period of 14 calendar days from the date of notification of the price increase by sending an email to support.partner@mipe.app. We reserve the right to terminate your contract within 14 calendar days of receipt of such objection.

5.2 For all reservations made, mipe will charge the agreed booking fee for each reservation.

5.3 You have the possibility to enter “No Shows” in your booking calendar. If the end customer does not show up, you must enter the booking as “No Shows”. This way you will not be charged for that reservation. You have 30 minutes from the start of the booking to mark the booking as a “no show” or a “no-show”. After these 30 minutes, the booking is considered completed or fulfilled and the booking fee is due.

5.4 You shall inform mipe immediately of cancelled reservations and reservations that will not be honoured without prior cancellation (“No Shows“), either via your User Account, the Partner Application or by mail, but no later than 72 hours after the cancellation or No Show (the “Notification Period“). Always include the booking number of the booking. Without this information, mipe will automatically charge you the agreed booking fee 48 hours after the expiry of the Reservation Deadline.

5.5 No reservation fees will be charged for cancelled reservations and no-shows reported within the reporting period. If you are reported after the reporting period, we reserve the right to charge the reservation fees for the reservation in full. We also reserve the right to review and charge for cancelled and no-show reservations if your cancellation and no-show rate (cancelled reservations + no-show reservations / reservations made) deviates by more than 20% in a calendar month from the average cancellation and no-show rate of all mipe partners in their category.

6. obligations of the partner

6.1 As a general precaution, we recommend that you back up your data at regular intervals and create your own backup copies to ensure their recovery in the event of loss. In this context, we would like to point out that after termination of the contractual relationship you will no longer have access to your user account and the data and information stored therein

6.2 It is your responsibility to ensure that this data and information is accessible from the equipment you use and with the internet connection you have in your shop/business. You must also ensure that you have the appropriate software and hardware requirements or configurations.

6.3 You must check the error-free function of the modules after they have been made available by mipe and report any obvious errors immediately. If you do not report any errors or defects, mipe considers the web application as accepted without errors.

6.4 You hereby undertake to display our information material clearly visible in your business premises.

6.5 You agree to use our booking app in your business and to offer it to your customers.

6.6 You undertake to keep the Application in good working order and to take all necessary measures to ensure that use of the Application complies with applicable laws and regulations.

 

6.7 Fees and terms of payment

Depending on mipe’s discretion, we will offer them a test room free of charge after this contract comes into force to use the reservation app. The duration of the trial period will be determined by mipe in consultation with the partner and can be adjusted as desired. After expiry of this free trial period, the partner undertakes to choose a payment plan (annual or monthly licence fees) and to pay the corresponding booking fees incurred. The booking fees per booking are visible in the web application for each partner. Price changes are communicated to partners by email 30 days in advance. Payment of outstanding amounts is made monthly on the last working day of the month.

 

7. general obligations and guarantees of the partner, compensation of mipe

7.1 You grant us free of charge the non-exclusive, transferable and sub-licensable right, unlimited in time and space, to use the information provided by you (e.g. texts, pictures, photographs, images of persons, trademarks) for the execution of the contract and for the offer of the mipe services, without requiring the consent of third parties or payments to third parties, in particular to reproduce, distribute or make this information available to the public, also in edited or translated form.

7.2 You warrant that the information provided by you as well as its use in
accordance with
the contract does not infringe any rights of third parties and that it can be used without the consent of third parties or payments to third parties. In particular, you expressly warrant that, in the case of photographs, you have the necessary consent of the persons depicted and the right to use photographs or other works protected by copyright without naming the photographer or author.

7.3 You hereby grant us the right to promote you throughout the mipe network using your company name, word or picture mark for any form of marketing, including online marketing, email marketing and/or pay per click (PPC) advertising. We will carry out all marketing activities at our own discretion and expense.

7.4 You may provide us with personal data about yourself, your employees or your customers. You will remain responsible for such data and for complying with any associated obligations under relevant legislation, in particular data protection and competition law. We will also grant you access to the personal data of end users if this is necessary for the performance of the contract. You will inform us without delay if data subjects assert rights against you that also affect our processing of their data.

7.5 By accepting
these T&Cs, you consent to us processing the data you provide to us. In particular, we process and collect the following data:

• Personal data to process booking requests from end customers.
• Data from partner businesses to enable booking management and processing.
• Contact information (name, address, telephone number, e-mail address, etc.) of end customers and partner companies.
• Booking data (date, time, type of request) from end customers.
• Administrative data (booking status, comments) from partner companies.
• Processing booking requests and confirmations between end customers and partner businesses.
• Management of booking requests, refusals and settlements by partner businesses.
• Communication related to booking activities.
• Consent: Processing of personal data after user consent.
• Passing on end customer data to partner companies for booking processing.
• External service providers (e.g. hosting providers) may have access to data in order to ensure the operation of the platform.
• End customer history
• Evaluations

Further information on data processing can be found in the data protection declaration, which forms an integral part of these GTC. We inform you that in the course of our business activities and purposes, we also transfer data to third parties where permitted (commissioned data processing). These recipients are partly in Switzerland, but may also be abroad.

7.6 You agree to use appropriate anti-malware on all devices and to keep
all software used to
access the Mipe Services up to date.

7.7 You will indemnify us and our employees, representatives, associates and agents against all third party claims, pay us damages and reimburse us for all necessary expenses, including reasonable legal defence costs, to the extent that they are based on a breach by you of the contractual warranties or obligations set out in this section.

8. rights reserved by mipe

8.1 Unless otherwise agreed, we retain all rights that we have not expressly granted to you.

8.2 This applies in particular to all rights to the trademark “mipe”, other trademark rights held by us and rights to texts, images, web and other designs, software, databases and data (including data, analyses and statistics generated in the course of the performance of the contract), in particular rights to use advertisements or ratings, e.g. in your advertising.

9 Term of the contract, termination

9.1 Unless otherwise agreed in a separate, individual agreement between us, the term of the Contract shall commence on the date on which you are able to access the mipe Services via your User Account and manage your Bookings (“Go Live“). This is usually the case when we have completed the set-up of your business profile and the reservation management software. Invoicing also takes place from this date always at the end of the month. You will be informed of this by e-mail.

9.2 Notwithstanding the foregoing, this contract is valid from the date of signature by both parties. You agree to assist mipe in setting up the service so that you can go live and billing can begin.

9.3 The agreed contract period applies, with the last month always counting as a full month. The contract may be terminated subject to the agreed notice period.

9.4 As a rule, the licences are automatically extended if the partner does not terminate within the agreed period of notice. Exceptions are defined by mipe and discussed individually with the partners.

9.5 If no automatic renewal is agreed upon, the licence
ends with the expiry of the term which has been agreed upon in writing without the need of a notice of termination.

9.6 Our right to terminate without notice, namely in the event of your objection to changes in these terms and conditions or fee increases as contained elsewhere in these terms and conditions, remains unaffected.

9.7 The right to terminate
these Terms with immediate effect in
the event of a material breach shall remain unaffected unless the breaching party remedies such breach within 14 calendar days of receipt of a written notice to remedy the breach.

9.8 Termination must always be in writing

(E-mail is sufficient – support.partner@mipe.app)

10 Prices, terms of payment, default

10.1 All prices are net prices plus the statutory value added tax.

10.2 The invoices we issue to you may be transmitted electronically. Invoices for our services are usually issued in the first few days of the next calendar month and sent
to you by e-mail to the e-mail address you have provided.

10.3 Unless otherwise agreed, licence payments for the use of our mipe services
are due to us in advance upon conclusion of the contract. Unless another payment term is stated on an invoice, it is due immediately.

10.4 The monthly usage fee shall only be calculated and due from the go-live date. Excluding test days or months which are determined by mipe and can be adjusted at any time.

10.5 Unless otherwise agreed, you will provide mipe with a direct debit mandate for all payments arising from your contracts with us. You must provide complete and accurate payment information and keep it up to date at all times. You may request a refund of the amount debited within eight weeks, starting from the date of debit. The conditions agreed with your bank apply.

10.7 In the event of a delay in payment, we are entitled to suspend the service at your expense for the duration of the delay; your payment obligation remains unaffected. If, after we have notified you of your default and given you the opportunity to remedy it, you continue to be in default, we may terminate the contractual relationship without further notice to you. We may also instruct external solicitors or debt collection agencies to recover any outstanding amounts on our behalf. You may be liable for any additional costs and charges incurred in connection with this.

10.8 In the event of default in payment, the statutory default interest shall be charged, without prejudice to any further claims for damages on our part. An administrative fee will be charged for each reminder for late payment. In the event of return debit notes for which you are responsible, we will charge you the actual costs incurred.

11. the liability of Mipe

11.1. We shall be liable under the contract on the merits only for damage suffered by you (i) which we or our legal representatives or vicarious agents have caused intentionally or through gross negligence, (ii) from injury to body or health resulting from a breach of duty by us or one of our legal representatives or vicarious agents, (iii) in cases of liability under the Product Liability Act, from the assumption of a guarantee or due to fraudulent misrepresentation and (iv) which have arisen from the breach of an obligation, the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the user regularly relies and may rely (cardinal obligation).

11.2 Our liability in cases (i), (ii) and (iii) of the above paragraph is unlimited in amount. Otherwise, the claim for damages shall be limited to the foreseeable damage typical for the contract.

11.3 In cases other than those mentioned in Clause 11.1 and without prejudice to the following paragraph, our liability – irrespective of the legal grounds – is excluded.

11.4 The above limitations of liability shall apply mutatis mutandis to all bodies, employees and vicarious agents of ours. They do not effect any change in the statutory burden of proof.

12. final provisions

12.1 Swiss law shall apply, subject to any oral or written collateral agreements.

12.2 The place of performance shall be the registered office of mipe.

12.3 Should individual provisions be or become invalid in whole or in part, the remainder of the contract shall remain valid and in force.

12.4 The place of jurisdiction for all disputes arising from the contractual relationship between the partner and Mipe is Zug, Switzerland.

 

DISCLAIMER: This is an automatically translated version of the German GTC. The German version of the GTC is authoritative.

mipe GmbH
Status: September 2023