Merchant General Terms & Conditions
Zeelandia – the party behind Bapacho
Bapacho is an initiative of the ‘Koninklijke Zeelandia Groep B.V.’ (Zeelandia), registered with the Dutch chamber of commerce under number 22043788. With Bapacho Zeelandia aims to offer an order and transaction platform to local shop holders throughout Europe and Consumers. Bapacho offers you the possibility to offer your products online to your local costumers, and therewith expand your possibilities to sell your amazing products. Zeelandia does not charge you anything for this service.
Zeelandia operates the Platform, but any Agreement for the ordering of products is made directly between you, the shop holder (called a Merchant), and the Consumer. Zeelandia is not part of the Agreement between the Merchant and the Consumer. The Merchants are solely responsible for the quality of the products and handle the delivery and pick up of the products. Zeelandia is not liable for any issue that may arise from any Agreement between the Merchant and the Consumer concluded via the Platform.
Please read these terms and conditions carefully before offering your products through the Platform.
Postal address:
PO Box 9
4300 AA Zierikzee
The Netherlands
CoC: 22043788
VAT number: NL801025977B19
Visiting address:
Fonteine 2
4301 AG Zierikzee
The Netherlands
Contact:
Tel: ( 31) 111 419000
Email: consumer.bapacho@zeelandia.com
Website: www.zeelandia.com
Article 1 – Definitions
In the Conditions the following words will have the following meanings, whether they are in the singular or plural:
Agreement: any agreement between the Consumer and the Merchant concluded through the Platform
Conditions: these Merchant General Terms & Conditions
Consumer: a natural person or legal entity placing an order through the Platform.
Merchant: the natural or legal person who offers products through the Platform.
Offer: the products offered by Merchants that can be ordered by Consumers through the Platform.
Order: an accepted Offer by the Consumer via the Platform.
Parties: Zeelandia and the Merchant
Platform: the website(s) and other digital means used by Zeelandia to make the Offers of Merchants available to the Consumer electronically.the website www.staging.bapacho.com on which the Offers of Merchants are made available.
Zeelandia: Koninklijke Zeelandia Groep B.V., the party behind Bapacho, as set out in the introduction of this document.
Article 2 - Applicability
The Conditions apply to the agreement between Zeelandia and the Merchant regarding the use of the Platform including all services and/or activities which are offered to the Merchant by Zeelandia in the context of Zeelandia’s operation of the Platform and sets out the conditions under which the Merchant is allowed to use the Platform to sell products.
Zeelandia will conclude separate Consumer General Terms and Conditions (CGTC) with Consumer that use the Platform. The CGTC apply to all Offers of Merchants to Consumers and to all Agreements concluded between Merchants and Consumers with respect thereto. The Merchant accepts that the CGTC apply to any Agreement and all Offers and will act in accordance with the CGTC.
Article 3 – The role of Zeelandia
Zeelandia publishes Offers on the Platform on behalf of the Merchants based on the information on the Offer provided by the Merchants. The Merchant is responsible for the information provided on the Platform or to Zeelandia. Zeelandia is not a party in the Agreement between the Consumer and the Merchant.
Zeelandia does not review the Merchants’ Offers or content on the Platform. Zeelandia has no control over and does not guarantee the existence, quality, safety or legality of the Offers or the ability of Merchants to provide the products offered. Therefore, Zeelandia shall not accept any responsibility or liability for the (consequences of acceptance and usage of) Offers and the Merchant is responsible for the Offers.
Zeelandia does not guarantee that the Platform will always be available or be uninterrupted, or fault-free. Zeelandia is entitled to suspend, withdraw, discontinue or change all or any part of the Platform without notice at any time. Zeelandia is not liable if for any reason the Platform is unavailable at any time or for any period.
Zeelandia is entitled to decide if, how and/or to which Consumers and/or in which geographical region the Offers of the Merchant are displayed on the Platform.
Zeelandia is entitled to further analyse the data involved in the selling of products via the Platform, to combine that data with its own data and to use that data for improving its business operations and to improve the Platform.
Article 4 – Registration on the Platform
The Merchant shall register on the Platform by submitting a completed registration form.
An agreement for the use of the Platform including all services and/or activities offered to the Merchant by Zeelandia is concluded when Zeelandia approves the Merchant registration by confirming the approval in writing.
Zeelandia is entitled to refuse a request for the registration of a Merchant for any reason and at its own discretion.
Article 5 – Obligations and guarantees of the Merchant
As soon as an Agreement is concluded, as set out in article 6, the Merchant is obliged to provide the Consumer with the Order on the specified delivery time. The Merchant is responsible for the availability of the Offers.
The Merchant shall prepare and handle all Orders in accordance with all applicable laws and in general comply with all applicable laws and regulations, including having all the required licences to legally offer the Offers.
The Merchant is responsible for ensuring that the delivered products meet the criteria as displayed to the Consumers on the Platform, such as, but not limited to the quality, portion, size, ingredient, allergen, origin or nutritional information or rules and regulations that govern the adequacy of the Order.
The Merchant shall ensure that all information provided regarding the Offers is and will stay current, accurate and complete at all times.
The Merchant is responsible for the settlement of Consumer complaints about the performance of Agreements.
The Merchant is responsible for the delivery of Orders to the Consumer and shall remain responsible for complying with all health and safety laws and regulations applicable in relation to all deliveries.
The Merchant is responsible for costs related to reimbursement to Consumers and timely payment of the refund in the event the Merchant cancels the Agreement based on article 9(1)(b) or 9(1)(c).
The Merchant shall not offer products, items or anything else of which the distribution is considered as illegal, either by nature of the item sold or due to the age of the Consumer.
Article 6 – Conclusion of Agreements
An Agreement will be concluded if a Consumer accepts an Offer from the Merchant by placing an Order through the Platform and if the Consumer meets the corresponding conditions to purchase on or more products via the Platform. The Merchant is responsible for compliance and performance in accordance with the Agreement. The Consumer is responsible to the Merchant for the payment required under the Agreement.
Zeelandia will pass on Orders via the Platform to the Merchant as soon as possible. The Merchant ensures accessibility for the receipt of Orders via the method used by Zeelandia.
If an Order is not available, the Merchant will inform the Consumer by telephone as soon as possible, but within sixty minutes, after receiving an Order. The Merchant may decide to offer the Consumer a reasonable alternative to the Order. If the Consumer does not accept the offered alternative or the Merchant does not have a reasonable alternative available the Merchant shall cancel the Agreement, in which case article 8 applies.
Zeelandia is not responsible for the Orders placed by the Consumers. The Merchant is allowed to verify an Order with the Consumer in case of doubt by calling the Consumer within sixty minutes after the Order has been placed. The Merchant shall only communicate with the Consumer regarding the performance of the Agreement.
Article 7 – Price and payment of the Order
The Merchant is responsible for determining and setting the price for each Offer on the Platform. The price for each Offer will include VAT. The Merchant is responsible for determining and setting all applicable VAT for the Offers.
If the Merchant charges the Consumer with delivery costs these costs shall be displayed separately with the Offer.
The Consumer can fulfil the payment obligation, as set out in the CGTC, by using an online payment method through the Platform or by paying the Merchant at the moment of delivery or pick up.
Payments made on the Platform are processed by a third party payment handler under the conditions set out by the third party payment handler. Zeelandia advises the Merchant to carefully read the conditions of the third party payment handler before making available Offers on the Platform.
Article 8 – Delivery and pick up of Orders
The Merchant will make the Order available for pick-up or deliver the Order to the Consumer, in accordance with any delivery terms and conditions of the Merchant.
If the Merchant delivers the Order to the Consumer by using the services of a third party, the Merchant is responsible for the delivery and the cost of delivery. The Merchant will indemnify and hold harmless Zeelandia for claims by third parties in connection with the delivery of the Orders and the costs involved.
Article 9 – Cancellation of Orders
The Merchant is allowed to cancel the Order if:
the Consumer has placed an order with incorrect contact or address information;
the Offer is no longer available and the Consumer does not accept an alternative to the Order offered by the Merchant; or
in case of force majeure at the Merchant.
The Merchant is allowed to offer the Consumer the option to cancel Orders in which case the Merchant has to explicitly provide the Consumer with this option and set out the conditions for cancellation by mentioning it in the Offer, in which case the Merchant is solely responsible for handling any cancellation request from the Consumer. By default Consumers do not have the option to cancel the Order.
Zeelandia can cancel the Order if the Order appears to be false or when there is a suspicion of illegal activities.
If the Merchant cancels the Order based on article 9(1)(b) or 9(1)(c) or if the Consumer cancels the Order per the conditions set out by the Merchant (in case the Merchant has offered a cancellation option) the Merchant shall refund the Consumer the amount already paid by the Consumer for that Order, if any, within one (1) working day after the cancellation of that Order. The refund shall be transferred via the payment method used on the Platform.
Article 10 – Term and termination
Zeelandia grants the Merchant access to the Platform for an indefinite period of time from the date of acceptance of the registration of the Merchant by Zeelandia, unless Zeelandia decides to terminate access to the Platform.
The Merchant is entitled to stop offering its products on the Platform at any time by deleting its account, which will terminate the agreement for the use the Platform. Until the Merchant has met all his obligations under the Agreements the Conditions will continue to apply.
Zeelandia is entitled to immediately terminate the access of the Merchant to the Platform if the Merchant:
breaches the provisions of the Conditions;
provides incorrect or incomplete information in the course of the registration or fails to adequately update such information;
for any other reasonable reason, such as but not limited to negative feedback and/or reviews from Consumers, to be determined by Zeelandia.
Article 11 – Intellectual Property
The Merchant gives Zeelandia permission to use and process all information provided by the Merchant to Zeelandia for the benefit of the Platform. The Merchant guarantees that the information it provides to Zeelandia can be used on the Platform and also otherwise can be processed freely by Zeelandia without infringing intellectual property rights of the Merchant or third parties or other rights of the Merchant or third parties;
The Merchant indemnifies Zeelandia for any third party claims based on an infringement of intellectual property rights or other right arising from the usage of information provided by the Merchant.
Article 12 – Liability and indemnification
In any case the total liability of Zeelandia is limited to direct loss or damage if this loss or damage falls under the cover of its liability insurance and then only up to the amount that is paid out by its insurance, plus the excess. If the insurance does not pay out, and if Zeelandia is nevertheless liable, this liability will be limited only to direct loss or damage (with liability for indirect loss or damage being explicitly excluded) up to a maximum amount of the total price of products sold by the Merchants via the Platform in the prior six months, but never more than €2.500. The limitation of liability will be deemed void only if the damage is caused deliberately or is the result of gross negligence by Zeelandia.
Zeelandia is not liable for cancellations by Consumers or for any damages resulting therefrom.
Zeelandia is not liable for Consumers who do not meet their financial obligations towards the Merchant.
The Merchant will indemnify and hold harmless Zeelandia from and against any and all damages or losses, including but not limited to litigation costs, with respect to any third party claim arising out of or related to:
Merchant’s violation or alleged violation of any applicable retail food or other health and safety code, rule or regulation;
VAT, other fees, penalties, interest and other costs related to Merchant’s obligations;
The processing of personal data of Consumers by the Merchant;
any third party claim for infringement of a third party’s intellectual property or other proprietary rights arising out of or in connection with any Offer by the Merchant; and/or
any Offer by Merchant, unless such harm was directly caused by the gross negligence or wilful misconduct of Zeelandia or its employees or agents.
the performance of the Agreement by the Merchant, its agents or employees.
Zeelandia will notify the Merchant of any potential claim subject to indemnification. Zeelandia has full discretion in the handling of any third party claim as meant in this article, including but not limited to reaching any settlement.
Article 13 – Privacy of Consumers and Merchants
Both Zeelandia and the Merchant will process personal data of Consumers and Zeelandia will disclose personal data to the Merchant.
Parties agree and acknowledge that they will act as separate data controllers concerning the personal data that is being processed in relation to the Agreements or the use of the Platform.
The Merchant shall read the privacy policy on the Platform and shall process the personal data in accordance with the latest version of the privacy statement and with the applicable data protection law at all times.
The Merchant shall not provide personal data of Consumers to third parties, except for third parties that are used for the deliverance of the Order. Only the personal data that is strictly necessary to deliver the Order may be provided.
Zeelandia will provide the Merchant access to the personal data and other data provided by Consumers by using the Platform or which are generated through the use of the Platform in order to enable the Merchant to process the Order and provide the Merchant with valuable insights, such as placed orders and contact details of Consumers.
The Merchant will have access to the personal data and other data provided by the Merchant or generated about the Merchant through the use of the Platform, which will be provided in its account overview and through a dashboard. Where possible this data will be provided anonymously. All such data is curated by Zeelandia and will not be shared with third parties unless this is necessary for operating the Platform and processing payments. For example TransIP, the website service provider, or Stripe, the payment service provider. Next to that, Zeelandia could share data with Mailchimp for contacting Consumers for commercial purposes.
Zeelandia has access to all personal and other data of both the Merchants and Consumers that are provided for the use of the Platform or which are generated through the provision of the Platform, such as your company details, contact data of representatives, payment transactions, number of views on the Platform and Orders placed. More information can be found through the privacy statement.
Article 14 – Miscellaneous
Zeelandia is entitled to unilaterally amend the Conditions. Zeelandia will notify the Merchant at least 15 days before of the amended Conditions come into force. By using the Platform after the notification amended Conditions came into force the Merchant accepted the amended Conditions.
If any (part of a) provision of the Conditions is held to be invalid or unenforceable, such provision (or part of) will not affect the validity and enforceability of the remaining provisions. In that case, the Parties will replace the invalid and unenforceable (part of the) provision for a (part of a) provision that is legal, valid and enforceable and which has to the greatest possible extent a comparable effect as the unlawful, invalid or unenforceable (part of the) provisions with regard to the content and the purpose of the Conditions.
The Merchant does not have the right to assign or transfer the Conditions or the rights or obligations arising from it, in whole or in part, without the prior written consent of Zeelandia. Zeelandia has the right to assign or transfer the Conditions or the rights or obligations arising therefrom in whole or in part without the Merchant’s permission.
In case the Merchant has any complaint in relation to the use of the Platform or the agreement between Zeelandia and the Merchant the Merchant can file a complaint by sending an e-mail to support@bapacho.com. Zeelandia will inform the Merchant about the handling of the complaint within a reasonable period of time.
The Conditions are exclusively governed by and construed in accordance with the laws of The Netherlands without having regard to conflict-of-law rules.
In the event of any dispute between Zeelandia and the Merchant arising from the use of the Platform or the agreement between Zeelandia and the Merchant the parties have the possibility to refer the dispute to mediation. Either Zeelandia and the Merchant jointly appoint a mediator of their choice in such a case or the parties will consider referring the dispute to the Centre for Effective Dispute Resolution. All disputes existing between Parties that are not resolved by mediation shall be settled exclusively by the competent court in Rotterdam.
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting the Conditions.