TERMS AND CONDITIONS

General Terms and Conditions for SwapBox users ("Terms")

Last updated: 17-05-2021

Preamble

SwapBox is a smart and sustainable reusable system for to-go food to avoid packaging waste. Our goal is to provide our partners (restaurateurs, Company restaurateurs, student unions, groceries and delivery services) a high-quality reusable packaging service. As SwapBox users, you can

avoid packaging waste in a simple and convenient way and become part of a sustainable movement. In addition, SwapBox operates the user app and the partner app, an online platform for

the brokerage of products for food, beverages, and groceries. SwapBox partners provide their goods to users, and the purchase of the products are exclusively between the partner and the user.

SwapBox is only the packaging provider and operator of the online platform and is therefore not responsible for the goods rendered by the SwapBox partner.

Scope of Document

These general terms and conditions regulate the relationship between the Consumers as users of the SwapBox returnable system (hereinafter referred to as “users”, “you”, “your”) and SwapBox V.O.F (hereinafter "SwapBox") based in Amsterdam. Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the app.swap-box.com website and the SwapBox Mobile App mobile application (the "Service") operated by SwapBox V.O.F.

The User’s access to and use of the Service is conditioned on the acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

Definitions

1. Users: are all persons who purchase food from our network partners and who themselves

decide in favor of SwapBox reusable packaging

2. Corporate partners: are providers of SwapBoxes, return points, and recipients of others SwapBox services

3. Network partners: are providers of food and beverages, in particular restaurants,

Snack bars, canteens, university canteens, supermarkets and organic markets or delivery service providers who commercially sell food to their guests, offer and use SwapBox as packaging.

4. Partner App: refers to the mobile application for SwapBox Corporate and Network partners to lend reusable packaging to users. Network and Corporate partners download the partner app from the iOS app store or from the Android PlayStore and login with the account information provided by SwapBox so that the IDs of the SwapBox packaging and users or the IDs can be collected.

5. SwapBox (user) app: refers to the mobile application for users to access the SwapBox service and the reusable system and borrow packaging from Network and Corporate partners.

6. SwapBox reusable system: comprises the entire system in which SwapBox provides reusable packaging to Network and Corporate partners and users for use. SwapBox reusable packaging is used for issuing and easy return by the Network and Corporate partner with the help of the partner app and the individual barcode of the packaging linked to the user.

7. SwapBox reusable packaging: are high quality and sustainable reusable packaging such as bowls and boxes that are exclusively for filling with food as intended. The SwapBox reusable packaging can be recognized by appropriate branding and provided with an individual barcode for

unique identification.

8. SwapBox return station: is a return bin for which SwapBox reusable packaging is returned to. SwapBox employees collect returned packaging for inventory management and washing.

USER REGISTRATION, USER ACCOUNT

Users who want to take part in the SwapBox reusable system must register via the SwapBox app. The registration process is free.
In order to carry out the registration process, the user can either register in the SwapBox webapp or download the SwapBox app from online app stores. Conditions of online app stores apply.
To open the user account, the specified e-mail address must be confirmed.
By completing the registration, the user accepts these terms and conditions and regarding orders, return reminders, and account status.The user has the right to unsubscribe from marketing emails and communications.
acknowledges that he/she has a exclusive, non-sublicensable, non-transferable and anytime revocable right to use the SwapBox app, including content that can be accessed via it for the duration of use and exclusively for your own private purposes.
By creating an account the Users agrees to receiving email notifications ref
The user is not permitted to register multiple times. As far as SwapBox multiple registrations are found, SwapBox is entitled to shut down multiple registrations. The account is non-transferable and personal. So much so that if the customer leaves his account to third parties for use, he is liable for the use of the same extent as if he had made the order himself.
The user undertakes to provide all information relevant to the order (e.g. name, Address, e-mail address) completely, truthfully and conscientiously.
The user undertakes to provide his user account information, in particular keep the contact information up to date. Failure to comply with this obligation entitles SwapBox to suspend the service for the user.
All orders made with the user's credentials are the responsibility of the user, unless he has informed SwapBox in advance (e.g. in the online platform, by email or by phone) of the loss of his access data or any other suspicion of abuse.
The granting of the rights of use is conditional upon compliance of our terms and conditions. If the user violates these terms and conditions, the usage rights of the SwapBox app, including content, are automatically revoked.
SwapBox has the right to terminate its services, at any time, with unilateral declaration and immediate effect. In particular, SwapBox has the right to discontinue the free provision of the SwapBox app or certain functions and content at any time or offered for a fee. This will be communicated to users in good time but at least 14 days in advance.
SwapBox is entitled to have its obligations fulfilled by third parties.
The user can terminate participation or usage of SwapBox at any time by deactivating the user account. The user must ensure their user account has no outstanding SwapBox reusable packaging or fees, and is obliged to settle all accounts prior to the termination of their account.

NETWORK ACCESS

The user must have a device connected to the internet in order to download the SwapBox app and access the reusable system according to the general terms and conditions.
In the case of borrowing SwapBox reusable packaging without the Internet, the user accepts that the quality and availability of the Internet network is not the responsibility of SwapBox and that therefore the availability of the reusable system due to the quality and availability of the Internet connection can be affected, network partners and users is made available by their respective telecommunications operator.
SwapBox does not guarantee performance of the SwapBox app. It's not part of the service agreement that the SwapBox app can be accessed at any time, is secure or error-free, or insignificant errors in the software or in the service are corrected.

NOTIFICATIONS

When creating a user account, the user accepts that SwapBox will send e-mails as well as automatic push notifications in the SwapBox app within the framework normal operation of the reusable system.

COSTS WHEN REMOVING PACKAGING FROM THE SWAPBOX REUSABLE SYSTEM

Users can always use the SwapBox reusable system free of charge by borrowing SwapBox reusable packaging from Network and Corporate partners and returning it in on time to SwapBox partners or return stations.
The deadline for using SwapBox returnable packaging free of charge is currently 14 Days (“the period”.) The time to return the SwapBox will always be displayed in both the web application and mobile application under “Active Swaps”.
The period counts for each reusable packaging and begins with each new loan process. The start of the period is always the time of the digital transaction shortly before the personal receipt of the reusable packaging by the user. SwapBox reserves the right to adjust the length of this period, whereby all users will be notified by email of the change and the starting time of when the change will come into force.
Should the user fail to return SwapBox reusable packaging in good time before the deadline, the user account will be suspended and no additional SwapBox products can be borrowed until the late packaging is returned and registered into the SwapBox system. This could take up to 24 hours from the time of return. We reserve the right to charge a late fee of €1,00 per late product, the user is responsible to pay the late fee via a payment link sent from SwapBox email. The user account is suspended until the late fee has been paid. SwapBox reserves the right to adjust this fee in the future, all users will be informed of such a change at least by email and 14 days in advance of the effective date of the change.
If SwapBox reusable packaging is not returned on time, not in the proper condition, the user will be suspended from the SwapBox reusable system and the negative result to SwapBox system is that the packaging can no longer be used by SwapBox to prevent disposable packaging waste. The user will be billed a flat fee for each missing or incomplete returned packaging. The user must pay the fee to reactivate the account, and the user is allowed to keep the reusable packaging. Failure to pay the fee will result in indefinite suspension of the user account.
The SwapBox network partners are obliged to collect all proper and usable SwapBox reusable packaging. The decision as to whether a damaged reusable packaging is taken back is solely with the individual SwapBox network partner. Should the returned SwapBox reusable container be strongly damaged or unreasonably contaminated, so that another use is not possible, SwapBox reserves the right to also charge the User for the damaged packaging. The reusability assessment is incumbent on the partners who refuse acceptance.
Upon exercising the right of termination or withdrawal from the SwapBox system, the user is obliged to return all SwapBoxes in his possession.
If the user wishes to purchase any product or service made available through the Service ("Purchase"), the user may be asked to supply certain information relevant to the Purchase including, without limitation, user email address associated with the account.
The user understands that the Goods described herein have been used by persons other than Seller. Purchaser acknowledges that the Goods sold herein may be dangerous if improperly used, this included but is not limited to microwaving the lid. Seller will not be responsible for any loss or injury resulting from defects or alleged defects in the Goods sold or from the subsequent use of the items. Purchaser agrees to defend any suit, action or cause of action brought against Seller, its directors, officers, employees and other agents and representatives by any person based on any such alleged injury, illness, or damage and to pay all damages, costs and expenses including, but not limited to, attorney's fees or legal expenses in connection therewith or resulting therefrom.

TERM AND TERMINATION FOR USERS

SwapBox is free for users. There is no subscription or a minimum contract period. The contract created with the registration is concluded for an unlimited period and can be terminated at any time in writing (e.g. by email). Upon termination, the user is obliged to return all loaned packaging immediately within 14 days to a SwapBox network partner or to be returned to a SwapBox return station. The contractual relationship concluded between the user and the Network or Corporate partner is not affected by the above.

PRICES & PAYMENT

The prices displayed at the time of the order apply to the conclusion of a contract via the online platform. All prices displayed on the online platform are in euros and include the statutory value added tax.
When making online payments, the user is obliged to ensure sufficient funds in the relevant account or to only pay with the credit card within the permitted credit limit.

RIGHT OF WITHDRAWAL

The user has no right of revocation if the products ordered are those that are not prefabricated and the manufacture of which an individual selection or determination by the user is decisive or that are clearly tailored to the personal needs of the user, they can spoil quickly or whose expiration date would quickly be exceeded or not for reasons of health protection or hygiene are suitable for return if their seal has been removed after delivery. Such products are in particular:
1. Food, open beverages such as coffee / tea in cups, others food / meals freshly prepared to order by the customer;
2. Goods that need to be maintained at a maximum temperature, such as, refrigerated foods, frozen foods after they have been handed over to the Customers;
3. Bottled drinks after opening the cap;
4. Hygiene items after removing the outer packaging;
Right of withdrawal: You have the right to withdraw from this contract within fourteen days without giving any reason. The cancellation period is fourteen days from the day on which you or a third party named by you took possession of the products. In order to exercise your right of withdrawal, you must send a clear declaration to us (SwapBox, email address: info@swap-box.com) to inform us about your decision to withdraw from this contract.
Consequences of the revocation: If you revoke this contract, we will have all payments that we have received from you immediately and at the latest within fourteen days to be repaid on the day on which we received notification of your cancellation of this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless something else was expressly agreed with you; In no case will you be charged any fees for this repayment. We pick up the products. We bear the costs of returning the products. You only have to pay for any loss in value of the products if this loss in value is due to handling of the products that is not necessary to check the nature, properties and functionality of the products.

COUPONS AND PROMOTIONS

Advertising / promotional / discount vouchers and / or advertising / promotional / discount codes cannot be combined with other promotions, discounts or promotions. In addition, the respective conditions of participation apply to the vouchers, codes and promotions. Otherwise, the statutory provisions apply. The possibility of a cash payment of vouchers is always excluded.

EVALUATION PORTAL

Insofar as the user can rate the services of SwapBox and the network partner on the online platform, an assessment refers to the reliability of the network partner and the quality of the products offered by the network partner. The user is obliged, if he makes an evaluation, to submit the evaluation to the best of his knowledge and belief. The user allows SwapBox the non-exclusive, free, temporally and spatially unlimited use of the content of the evaluation transmitted by the user as well as the internal storage of the user data for the evaluation as well as the time and other technical information at the time of submission of the evaluation.
SwapBox is entitled but not obliged to publish the rating submitted by the user on the online platform so that it can be viewed by all other users. When submitting the rating, the user selects the display name that is to be displayed for the rating. SwapBox is entitled to delete a published review at any time.
The user may not provide false information in the rating, nor use the rating system for advertising purposes or other misuse. The user is prohibited from submitting a review that has offensive, discriminatory or misleading content. If the user violates the rights of third parties through the evaluation, he is obliged to indemnify SwapBox from third-party claims.

OBLIGATION OF CARE FOR HANDLING SWAPBOX REUSABLE PACKAGING

Network partners and users undertake to handle the reusable packaging provided by SwapBox with care and to use it exclusively for the transport and consumption of food. SwapBox reusable packaging may only be filled with food.
Users must return SwapBox products in acceptable condition of cleanliness, if the SwapBox is kept for more than 24 hours, the user must rinse the SwapBox product before returning to a network partner.
Network partners and users must not wilfully damage the SwapBox products in any way.
Network partners and users must not dispose of any SwapBox (or any part thereof) at waste or recycling facilities.
Network partners may refuse to accept severely damaged or unreasonably soiled SwapBox reusable packaging from users for the purpose of returning it to the reusable system. These can be returned to SwapBox by users and network partners for proper recycling. SwapBox will invoice the customer for SwapBox reusable packaging that has been damaged, lost, and unreasonably soiled at a price varying per bowl size including VAT per item.
1. Small Bowl €3,63
  Medium €6,05
  Large Bowl - €7,50
  Morning & Noon Bowl - €6,05
In the case that the User loses a SwapBox or any part of a SwapBox, the User must, as soon as possible:
1. Notify SwapBox of the loss by email to info@swap-box.com
2. Pay the applicable fee to replace the SwapBox: all payments of SwapBox(es) shall be completed through the SwapBox App
Network partners and users shall not be held liable for the natural wear and tear of the Containers. However, Users will be charged the following fees for any lost SwapBox(es).

SWAPBOX'S OBLIGATIONS

Responsibility for the system: SwapBox assumes responsibility for the operation of the technical infrastructure and central data platform for the reusable system offered (with the exception of the SwapBox app) in order to ensure smooth operation. SwapBox works continuously on the further development and expansion of the network of dispensing and return stations and operates marketing and communication.
Information on participating network partners and discount campaigns: SwapBox uses the SwapBox app to inform users about current Network partners and, if applicable, about partner discounts.
Recycling of damaged SwapBoxes reusable packaging: SwapBox willfully takes back damaged, incomplete or heavily soiled reusable packaging in order to check it. SwapBox brings the parts that can be reused back into the system or sends them for controlled recycling.
Delivery with reusable packaging: SwapBox supplies Network partners with the agreed amount of SwapBox reusable packaging up to a maximum of 14 days after the conclusion of the contract.
Access to the processing system: SwapBox provides the Network partner with the system for processing the issue / return of SwapBox reusable packaging and, if necessary, a device for the issue / return process on a loan basis. For the download and use of the SwapBox partner app, the conditions of the respective app store.
Marketing and training material: SwapBox provides the Network partner with marketing and training material (e.g. point-of-sale, display, flyer, ...)
Balancing the reusable system: SwapBox undertakes to collect excess SwapBox reusable packaging from the Network partner and distribute it to other Network partners, minimum once every 7 days.

LIABILITY

In the event of a breach of essential contractual obligations, SwapBox is liable for the foreseeable damage typical of the contract. Essential obligations are limited to those that users can rely on to fulfill the purpose of the contract.
SwapBox is not liable for damage resulting from a breach of duty for which the Network partner is responsible and if the obligations of these contractual conditions are observed and other traffic obligations could have been prevented.
SwapBox is not liable for third-party negligence or in the event that the online platform cannot be reached (e.g. due to technical problems, failure of the internet connection, etc.).
In all cases of contractual and non-contractual liability, SwapBox is only liable for intent and gross negligence. Liability for damage resulting from injury to life, limb or health remains unaffected by this limitation of liability.
SwapBox, its legal representatives, vicarious agents and employees are not liable for damage caused by slight negligence.
SwapBox is not liable for the content and implementation of the contractual relationship between the network partner or corporate customer and the user, including the details / data / information provided by the network partners and users in the app. SwapBox assumes no liability for the services provided to the customer by the network partner or corporate customer.
Statutory warranty claims and claims of the user under the Product Liability Act as well as a possible direct claim against the respective network partner as a contractual partner of the user are not affected by the above liability regulations.
If a third party claims against SwapBox because of a violation by users of these general terms and conditions, the user indemnifies SwapBox from all claims and costs and assumes the direct or indirect costs, including reasonable costs for legal advice. This does not apply if the user is not responsible for the violation. SwapBox reserves the right to defend itself against such claims.

NETWORK PARTNER'S LIABILITY

In the contractual relationship between the user and the network partner, the statutory provisions apply, in particular the statutory warranty rights.
The network partner and their employees, representatives and vicarious agents are only liable to users in the event of intent or gross negligence. The same applies to negligently caused damage resulting from injury to life, body or health. In the event of negligently caused property and financial damage, the network partner is only liable in the event of a breach of an essential contractual obligation, but the amount is limited to the damage that is foreseeable and typical for the contract at the time the contract was concluded. Essential contractual obligations are those whose fulfillment characterizes the contract and on which the contracting parties can rely.
Statutory warranty claims and claims of the user under the Product Liability Act are not affected by the above liability regulations.

RIGHTS OF USE TO PICTURES, FILMS & TEXTS

SwapBox is the owner of the rights of use to all self-produced and provided images, films and texts that are published on the SwapBox website, in the SwapBox app or elsewhere by SwapBox. Use of the images, films and texts is not permitted without the express consent of SwapBox. Consent is not given by the mere conclusion of the SwapBox partnership, but can be requested by e-mail to info@swap-box.com.
If SwapBox has given its consent for its use, corporate customers, network partners and users undertake to use the corresponding images, films and texts only in accordance with the SwapBox branding guidelines that are provided with their consent.
network partners, corporate customers and users who publish their own content (images, films, texts, etc.) with a clearly recognizable SwapBox reference (e.g. by displaying SwapBox packaging or linking to the website or a SwapBox social media profile, etc.) hereby expressly consent to the continued use of the shared content by SwapBox without restriction in terms of time and location. By creating a user account, users give their consent to the continued use of the material by SwapBox. This also applies accordingly to network partners and corporate customers as defined in the individually concluded contracts.
The SwapBox system allows users to post, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). The user is responsible for the content uploaded to the SwapBox system.

Links To Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by SwapBox V.O.F.

SwapBox V.O.F. has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that SwapBox V.O.F. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

PRIVACY

See separate data protection declaration at ***.

CHANGES TO THE TERMS AND CONDITIONS

SwapBox reserves the right to update the terms and conditions with effect for the future and to include them in the contractual relationship with network partners, corporate customers and users if changes in the legal situation or the highest court rulings, changes in market conditions or currency conversions make an adjustment necessary after then in those parts that are affected by such changes or changed circumstances.
These changes only become part of the contract if the network partner, corporate customer or user agrees to them or does not object to them within a period of two weeks after notification of the changes. For a notification, it is sufficient for SwapBox to send the new version of the terms and conditions to users, network partners and corporate customers to the email address stored in the SwapBox system with a separate note on the consequences / meaning of the behavior of the user, network partner and corporate customers. If there is no objection to the inclusion of the above-described changes to the terms and conditions in the contractual relationship in writing and within a period of two weeks, consent is deemed to have been given.
There is no possibility of contradiction if changes only benefit the user, network partner or corporate customer or if they are neutral. In all other cases, the inclusion of changed terms and conditions in the contractual relationship is only possible with consent.
If the network partner, user or corporate customer exercises their right of objection, the change request is deemed to have been rejected. In the case of users, the user account will then continue without the proposed changes or the membership will be terminated. In the case of network partners and corporate customers, the respective contract with SwapBox is deemed to have been terminated and continues to run until the end of the notice period, applying the old terms and conditions. The right of the contractual partner to terminate the contract remains unaffected.

MISCELLANEOUS

These terms and conditions are subject to the law of the Kingdom of the Netherlands. In the event of a dispute, the parties agree that the exclusive place of jurisdiction is Amsterdam.
The same applies if the user does not have a general place of jurisdiction or domicile in The Netherlands or the usual place of residence is not known at the time the action is brought. The text of all provisions is subject to Dutch law and should be interpreted according to Dutch legal understanding.
Rights and obligations from this contract cannot be assigned or transferred in whole or in part without the prior written consent of the other party.
The headings in this contract are for the sake of clarity and should not be taken into account when interpreting this contract.
Insofar as this contract refers to paragraphs, these are paragraphs of this contract, unless expressly stated otherwise.
There are no side agreements. Modification, addition and supplementary agreements and side agreements must be made in writing; this also applies to this clause.

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Purchases

If you wish to purchase any product or service made available through the Service ("Purchase"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your email address associated with your account.

Purchaser understands that the Goods described herein have been used by persons other than Seller. Purchaser acknowledges that the Goods sold herein may be dangerous if improperly used, this included but is not limited to microwaving the lid. Seller will not be responsible for any loss or injury resulting from defects or alleged defects in the Goods sold or from the subsequent use of the items. Purchaser agrees to defend any suit, action or cause of action brought against Seller, its directors, officers, employees and other agents and representatives by any person based on any such alleged injury, illness, or damage and to pay all damages, costs and expenses including, but not limited to, attorney's fees or legal expenses in connection therewith or resulting therefrom.

Swapping - Use of Service

By using the Service and thus receiving our reusable packaging using your SwapBox account (either Web application or mobile application) you agree to be bound by the following terms. From the moment that you receive any SwapBox product you have a set amount of days to return the item. The standard time to return is 14 days but may vary depending on a specific product. The time to return will always be displayed in both the web application and mobile application under “Active Swaps”. If a product has not been returned within the communicated time window, we reserve the right to deactivate your account and prevent you from receiving any additional SwapBox products until we have received and processed the late product(s). We also reserve the right to charge a late fee of €1,00 per late product and can keep the account inactive until the late fee has been paid.

Users must:

treat SwapBox products with care;
return SwapBox products in acceptable condition of cleanliness
if at all possible, rinse SwapBox products before dropping them off at a partner.

Users must not:

use SwapBox products to transport anything other than their food/drink;
wilfully damage the SwapBox products in any way
dispose of any SwapBox (or any part thereof) even at recycling facilities.

In the case that the User loses a SwapBox or any part of a SwapBox, the User must, as soon as possible:

Notify SwapBox of the loss by email to info@swap-box.com
Pay the applicable fee to replace the SwapBox:
- all payments of SwapBox(es) shall be completed through the SwapBox App

Users shall not be held liable for the natural wear and tear of the Containers. However, Users will be charged the following fees for any lost SwapBox(es).

Container Fees* per item:

Small Bowl €3,63
Medium €6,05
Large Bowl - €7,50
Morning & Noon Bowl - €6,05
Prices are for the Netherlands and Belgium including VAT.

Media Content

Our Service allows you to post, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are responsible for the content uploaded to our service. You retain all rights and ownership of your content, we do not claim any ownership rights to your content. It is not allowed to use our product or service to upload, create or share content that infringes or violates someone else's rights, including but not limited intellectual property rights.

Links To Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by SwapBox V.O.F.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

If you have any questions about these Terms, please contact us.

CONTACT

TEL : +31 (0)85 080 5813

EMAIL : INFO@SWAP-BOX.COM

KVK: 83897003

BTW: NL863025055B01

AMSTERDAM, NETHERLANDS

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