General Terms of Use and Contracting

These general terms of use and contracting (hereinafter, the “General Terms”) apply to the website of Foozila, S.A. (hereinafter, “Foozila”), whose domain is https://foozila.com/, and to its related mobile application, as well as to all its related sites or sites linked from https://foozila.com/ by Foozila, as well as its affiliated companies and associates, as set forth herein, including Foozila’s websites worldwide (hereinafter and collectively, the “Site”). The site belongs to Foozila. Foozila hereby makes the Site and mobile applications (Foozila user app, Foozila Kitchen and Foozila Delivery; hereinafter, jointly referred to as the “APPS”) available to users (hereinafter, the “User” or “Users”).

Foozila is a technology company whose main activity is the development and management of a technology platform through which certain local restaurants and stores (hereinafter, the “Merchants”) in a number of territories can offer their products and/or services on the APPS and, in an ancillary manner, where applicable and if so requested through the APPS by the Users of the APPS and consumers of the said local stores, act as an intermediary in the planned or immediate delivery of the products by third parties (hereinafter, the “Delivery Persons''). Delivery Persons are thus a network of people who offer their services through the Foozila Delivery APPS. When they wish to provide their services, they log onto the Foozila Delivery APP and undertake to carry out within a certain amount of time the service entrusted to them by the User / Client.

In addition, Foozila is a multi-category Technology Platform for intermediation in the contracting of “on demand” services by electronic means. Its aim is to make it easier for any persons requiring help with their errands, services, purchases in person and/or collection of products from local merchants to carry out their errands by delegating to them to third parties, the Delivery Persons, who are willing to voluntarily carry out the mandate given to them by Users.

In all cases, Foozila’s role is that of a mere intermediary and, therefore, its sole responsibility and task is to manage the APPS that facilitates the contact between User, Merchant and Mandatary. Foozila is in no way responsible for the products and or services offered through the APPS, or the performance of any errand or delivery requested through the APPS, all in accordance with Section 11 on Responsibilities and Warranties.

By accessing the Site and/or the APPS and voluntarily creating a profile, all Users, Merchants and Delivery Persons acknowledge and expressly and unambiguously agree to these General Terms, as well as to the Privacy Policy and the Cookie Policy available online. Any User, Merchant and/or Mandatary who does not agree with the said General Terms and/or Policies shall refrain from using them.

Service

Foozila will merely facilitate the conclusion of a contract between the User and the Merchant. It has no responsibility whatsoever for the content of the food pack or for the fulfilment of the contract between the Merchant and the User.

Foozila is not responsible for the fulfilment of the contractual obligations to the User regarding the Products, including the manufacture, sale, purchase, storage, preparation, production, processing, labelling, quality, ingredients, allergens or treatment of the Products, or for compliance with the applicable law, unless Foozila is expressly mentioned as the manufacturer or seller of the Product on the APPS.

Users will be able to find on the APPS, at reduced prices, food pack(s) that could not be sold during the day and whose exact content will not be disclosed to Users at the time of ordering.  Responsibility for providing information on the Products and ensuring that such information is objectively accurate and up to date shall lie with the Merchant. Foozila accepts no liability for the information provided by the Merchant or, therefore, for the content of the Products or the availability of the information relating thereto.

Intellectual Property

Foozila is the owner or licensee of all intellectual and industrial property rights that relate to the software and the APPS, as well as the content that can be accessed through it, which is uploaded to the APPS by Foozila and/or on its behalf. These intellectual property rights, as well as the text, images, graphic design, navigation structure, information and content contained therein, are the property of Foozila, which has the exclusive right to exploit the rights thereto in any manner, in particular the right of reproduction, distribution, publication and transformation, in accordance with Spanish legislation on intellectual and industrial property rights. 

The content uploaded to the APPS by or on behalf of any third party, including but not limited to the Users, Merchants and Delivery Persons, remains their exclusive property; therefore these are fully responsible for any damage, claim and/or liability that may directly or indirectly derive from the content uploaded by them and/or on their behalf. 

In spite of the foregoing, Foozila may not be the owner or licence holder of content such as names or images, among others, of companies with which Foozila does not have a business relationship. In such cases, Foozila acquires the content from publicly available sources, and Foozila shall in no event be deemed to be related to any right belonging to Foozila.

Authorising a User to access the APPS does not imply the waiver, transfer, licensing or full or partial assignment by Foozila of any intellectual or industrial property rights. Deleting, bypassing or in any way tampering with the contents of the Foozila APPS are all prohibited. In addition, modifying, copying, reusing, exploiting, reproducing, publicising, making second or subsequent publications of, uploading files, sending by post, transmitting, using, processing or distributing in any way all or some of the contents included in the Foozila APPS for public or commercial purposes are also prohibited, save with Foozila’s express written authorisation or, where applicable, that of the owner of the rights concerned.

By registering on the APPS and agreeing to these General Terms, the User grants Foozila, in relation to the content that he/she may provide, a worldwide, irrevocable, and transferable licence, free of charge, with the right to sub-license, use, copy, modify, create derivative works, distribute, publicise and exploit it in any way that may be deemed appropriate by Foozila, with or without any further communication to the User and without having to pay any amounts for such uses. All the above shall be understood as granting the indicated rights only to the maximum extent permitted by the applicable legislation.

Updates and Changes to the APPS

Foozila reserves the right to amend these General Terms, the Privacy Policy and the Cookie Policy at any time. Foozila will provide prior notice of those amendments when mandatory in accordance with the laws applicable. 

In addition, Foozila reserves the right to update, amend or delete the information contained on its APPS, at any time and without the need for prior notice unless mandatory as per the applicable law, with regard to its layout, presentation and access conditions, without thereby accepting any liability in relation thereto. 

Basic requirements for Registration

In order to be a User of the APPS, it is essential that you meet the following requirements:

• Users must be at least 18 years of age.
• Users must truthfully complete the mandatory fields of the registration form requesting personal details such as the User’s name, e-mail address, telephone number and bank card number when necessary.
• Users must carefully read these General Terms when accessing the APPS. Further, acceptance of the General Terms is an essential step to be taken before registration. 
• Users must agree to the Privacy and Data Protection Policy.
• Users must agree to the Cookie Policy.
• Users must agree to the Standards of Ethics and Business Conduct of all parties.

Once all requirements are fulfilled and registration on the APPS is completed, Foozila will provide the User with the registration confirmation, together with any other information necessary in accordance with the law applicable.

All Users who may be classified under the applicable law as “consumers” benefit and are protected by all relevant consumer protection laws and regulations when using the APPS.

Geolocation

Foozila may collect, use and share exact location data, including the real-time geographic location of the User’s computer or mobile device, provided that this is authorised by the User. The said location data may be collected and used by Foozila to show Users the location of the point of origin and/or destination of an order. In this regard, Users expressly consent to their geolocation data being shared with any Merchant and DELIVERY MAN, to successfully carry out the order requested at any given time. Users may choose to disable Geolocation on their devices as provided in the Data Privacy Policy.

Responsibilities and liability for the products and services offered through the APPS

As an intermediary, Foozila merely facilitates, via the APPS, the means by which the parties involved (i.e. the Merchants, the Users and the Delivery Persons) may contact with each other to arrange the sale and, if desired, the delivery of the products and services to the address indicated by the User. Therefore, Foozila is in no way responsible and does neither guarantee nor assume any liability for the products or the services offered by the Merchants or for the provision of any requested delivery services by the Delivery Persons. Foozila will not check, and it is not responsible for checking, the products sent or delivered through orders on the APPS. Further, Foozila does neither prepare, nor sell nor deliver any product and, therefore, cannot be liable for its ingredients or its manipulation and the provision of any information on allergens. Notwithstanding the above, Foozila requests all Merchants and Delivery Persons to abide by all applicable laws and the highest standards of health and safety in the preparation and manipulation of the products, as well as of information provision to users and consumers. Additionally, given that any food product offered via the APPS is prepared and packaged at the Merchant’s establishments, Foozila is not responsible for ensuring that food orders are delivered to Users in properly closed packages. 

Furthermore, the product/services images displayed on the APPS are provided for illustrative purposes only and the final product/service the User purchases may differ slightly from these images.

The Users, the Merchants and the Delivery Persons, release Foozila from any liability that might arise from the availability and/or transport of products requiring specific permissions or licences, or of products forbidden by any applicable legislation. If Foozila becomes aware that the User, the Merchant and/or the DELIVERY MAN is/are using the APPS to transport prohibited products, Foozila may launch an internal investigation to ascertain the facts, take any legal action that may be necessary and/or block the User, Merchant or DELIVERY MAN in question until any potential investigation has been completed. The measures available to Foozila include providing the authorities with data and information on the Users, Merchants and Delivery Persons.

Foozila rejects any liability for damages of any kind that may arise from Users, Merchants and/or Delivery Persons’ illegal use of the APPS due to the information supplied by latter to other Users, Merchants and/or Delivery Persons being untrue, no longer valid, incomplete and/or false and, in particular and without limitation, for any loss or damage of any kind that may arise due to  Users, Merchants and/or Delivery Persons impersonating a third party in any kind of communication made through the APPS.  In particular, Foozila accepts no responsibility for the use of the APPS or for any orders that may be made by a third party from the Users, Merchants and/or Delivery Persons’ account. 

Users’ Profile and responsibilities

When registering on the APPS, Users must choose a username and password. Both the username and the password are strictly confidential, personal and non-transferable. In order to increase the security of accounts, Foozila recommends that Users do not use the same login credentials as on other platforms. In any case, Foozila does not guarantee the security of the account or profile.

In order to complete their registration on the APPS, Users must provide certain details, such as: username, e-mail address, telephone number and bank card details, among others. Once they have completed the registration process, all Users will be able to access, complete and edit their profile as they deem appropriate. Foozila does not store users’ payment data, which shall be processed and stored by the payment service provider as described in these General Terms and in the Privacy Policy.

The User warrants that all the information regarding his/her identity and capacity provided to Foozila in the registration forms for the APPS is true, accurate and complete. In addition, Users undertake to keep their details up to date. If a User provides any false, inaccurate or incomplete information or if Foozila considers that there are well founded reasons to doubt the truthfulness, accuracy or integrity of such information, Foozila may deny that User current or future access to, and use of, the APPS or any of its contents and/or services.

Users undertake not to disclose the details of their account or allow access thereto to third parties. Users shall be solely responsible for any use of such details or of the services of the Site that may be made by third parties, including the statements and/or contents entered on the APPS, or for any other action carried out under their username and/or password. Foozila cannot guarantee the identity of registered Users, and it will therefore not be liable for the use by unregistered third parties of a registered User’s identity. Users undertake to inform Foozila immediately, using the communication channels made available by Foozila, if their credentials are stolen, disclosed or lost.

User’s obligations and responsibilities

Users are fully responsible for the proper use of, and access to, their profile and other APPS contents in accordance with the current legislation, be it national or international, of the Country from which they are using the APPS, as well as with the principles of good faith, morals, generally accepted customs and public order. Specifically, they undertake to diligently comply with these General Terms of Use.

Users are the sole owners of the content entered by them on the APPS. Foozila may not be deemed to have editorial responsibility, and it expressly states that it does not identify with any opinions that may be issued by Users of the APPS, whose consequences shall be the sole responsibility of their issuers.

Users shall refrain from using their profile and other APPS contents for illegal purposes or with illegal results that harm third-party rights and interests or that may in any way damage, disable, affect or impair the APPS and its contents and services. In addition, they are prohibited from hindering other Users’ normal use or enjoyment of the APPS.

Any persons who breach the above obligations shall be liable for any loss or damage caused by them. Foozila will accept no liability for any consequences, loss or damage that may arise from such illegal use or access by third parties.

In general, Users undertake, by way of example without limitation:

• To refrain from altering or modifying the APPS, in full or in part, by bypassing, disabling or in any other way tampering with, its functions or services;
• To refrain from infringing industrial and intellectual property rights or the personal data protection legislation;
• To refrain from using the APPS to insult, defame, intimidate or harass other Users or attack their image; 
• To refrain from accessing other Users’ email accounts;
• To refrain from introducing computer viruses, corrupted files or any other software that may cause damage or alterations to Foozila’s or third parties’ contents or systems;
• To refrain from sending mass and/or recurring emails to a number of people, or from sending third parties’ e-mail addresses without their consent;
• To refrain from advertising goods or services without Foozila’s prior consent.
• Any User may report another User if he/she believes that the latter is in breach of these General Terms. Similarly, any User may inform Foozila of any abuse or infringement of these terms through the Help section of the APPS. Foozila will check such reports as soon as possible and will take any steps that it may deem appropriate, reserving the right to remove and/or suspend any User from the APPS for breach of these General Terms. Furthermore, Foozila reserves the right to remove and/or suspend any message with illegal or offensive content without the need for a prior warning or subsequent notification.

User reviews

Foozila may collect reviews of Users relating to certain Merchants and/or the products or services offered by them. Foozila reserves the right to publish the said reviews in the APPS and make them available for any other User, identifying them by the first name of the User who has left the review, all in accordance with Foozila’s Privacy Policy. 

The Users will be asked through the APPS to provide the said review, only in the case that they have placed an order via the APPS to the relevant Merchant. The provision will, nevertheless, be completely voluntary for the User who may or may not submit it. By submitting a review, the User accepts its collection and publication, if that is the case, by Foozila. 

Length of the reviews may be limited by a certain number of characters. In addition, the User commits to leave relevant reviews only, and which are in no way offensive, abusive, untrue, discriminatory, etc either for the Merchant or for any other User or Mandatary. Foozila reserves the right to filter the reviews according to section 8 of these General Terms and to remove any review that is not compliant with these General Terms or that may be considered offensive or contrary to the law and public order.

Credit Card Theft or Appropriation

Since Foozila cannot guarantee the identity of registered Users, Users are under an obligation to inform Foozila if they have evidence that the credit card associated with their Foozila profile has been stolen and/or is being fraudulently used by a third party. Foozila, together with payment service provider, will make its best efforts to block further payments when duly informed by the User; however,  Foozila will not be liable for any fraudulent use thereof that may be made by third parties on the User’s account and it is neither obliged to make any investigation on the fraudulent use of the Users’ payment methods by third parties nor to block any suspectful transaction. Foozila suggests that Users report any theft, robbery or suspected misuse of their credit card to the police. If necessary, Foozila undertakes to assist Users and cooperate with the competent authorities as may be necessary to provide reliable evidence of the wrongly applied charge. 

In the event of fraud, Foozila reserves the right to take any appropriate action if it has been detrimentally affected by the misuse of the APPS.

De-registration and cancellation of Users’ accounts

Users may voluntarily deregister from the APPS using the Help Section of the APPS. 

In addition, Foozila reserves the right to suspend and/or cancel any Users’ accounts in the APPS in the case that it takes notice that it has stopped complying with all basic requirements for registration as well as in case of reasonable suspicion of fraudulent or illicit use, including the use of the User account in a manner which is contrary to these General Terms. 

Operation of the Service & Service Models

Foozila, as a multi-category Technology Platform that allows Users who are duly registered in the APPS to place different types of orders. By accessing the APPS, the Users may  buy products and/or services directly from the Merchants and, ancillarily, request  the collection and subsequent delivery of the product, by the Delivery Persons,  from the Merchants’ addresses to the address established by the User or choose to directly collect the order from the Merchant’s store through the IN-STORE or PICK-UP options (hereinafter, the “Merchants model”), provided that they are within the territory in which Foozila operates. Similarly, a User may ask a Mandatary to either perform errands and/or purchase products in person on his/her behalf and to collect them from, and deliver them to, the addresses specified (hereinafter, the “Anything” model), as well as to perform on-demand deliveries on behalf of the User (hereinafter, the “Courier” model).

The Merchants model

Through the Merchants model the Users have access to the marketplace available in the APPS and may acquire the products and/or services therein offered by those Merchants who have signed an agreement with Foozila. Additionally, the User may request via the APPS the delivery of the acquired products by any Mandatary available and who accepts the order to any address within the area covered by the relevant Merchant and Mandatary. 

The User is aware, and accepts, that the descriptions and, where applicable, the prices or photographs of the products and/or services available on the APPS, are provided based on the information and documents supplied by the Merchants, and that Foozila is therefore unable to provide any guarantees against any possible inaccuracies in such descriptions, prices and/or photographs. Foozila reserves the right to withdraw any product from its APPS, as well as to modify the contents of its information sheet at any time, without thereby incurring any liability of any kind.

The User accepts that all the products appearing on the Foozila APPS are subject to availability and, in this regard, accepts the possibility that, while carrying out the order, the product and/or service may be found not to be available at the establishment.

The User accepts that Foozila is, in no way responsible, for the quality and/or characteristics of the products or services offered by the Merchants and/or by the Delivery Persons, who are professionals dedicated to the provision of the products or services offered through the APPS. The Merchants and/or the Delivery Persons are, similarly, responsible for the obtention of any licence or permit that may be legally required for the provision and offer of the said goods or services and, by offering them through the APPS, the Merchants and/or Delivery Persons declare to have duly obtained them.

DELIVERY and PICK-UP Orders

Users have the option of ordering, through the PICK-UP and/or DELIVERY option(s), a selection of products and/or services offered by certain Merchants. These options enable Users to physically collect orders from the Merchant’s establishments themselves. These options will only be available through those establishments for which this option has been enabled and in the countries selected by Foozila. Furthermore, such services will only be available to private individuals, and only for their own private use. They may in no event be offered for commercial use.

Foozila may enable, disable and/ or include new features relating to the PICK-UP and DELIVERY orders unilaterally at any time by giving prior notice to Users, if and as required by the applicable law. Once the changes have been published in these General Terms, they will apply to all those Users.

Without prejudice to the additional application of these General Terms to all matters not expressly envisaged in this section, the PICK-UP and DELIVERY services may only be used if the specific provisions set forth in this section are fulfilled.

A) DELIVERY Orders

Where so enabled for DELIVERY orders in the application, Users may place orders directly from those restaurants that have chosen to include this option and pick them up in-store at that moment.

1. To use the DELIVERY service, Users must scan the QR code that will be displayed in a publicly visible area of each Merchants’ premises.
2. Once the QR code has been scanned, it will link to the menu of the restaurant where the User is located, so that he or she can place the order. The User will be able to select the items offered by the Merchant and confirm the purchase through the DELIVERY option.
3. If the QR code cannot be scanned due to any kind of error or defect, the User can check whether the order can be placed by searching for the Merchant’s store on their device directly from the Foozila APPS.
4. Once the order has been confirmed in accordance with the payment method enabled for this purpose, it may only be cancelled through the APPS before the Merchant has agreed to prepare it. If a User later wishes to change an order or the Merchant delays in its preparation, he/she must contact the Merchant in question directly.
5. Once the order has been confirmed, the order number will appear on the screen of the User’s device, and this must be shown to the staff of the Merchant when collecting it.
6. The price of orders placed through the DELIVERY option will not include the additional delivery cost.
7. Certain promotional codes may not be used for orders placed using the DELIVERY service.

B)  PICK-UP Orders

Where so enabled for PICK-UP orders in the APPS, Users may place orders directly from the APPS at those Merchants’ establishments that have chosen to include this option and pick them up in-store within the times stated.

1. In order to be able to use the PICK-UP option, Users must select this option on the APPS for the establishments for which it is available, together with the products that they wish to buy at those establishments, and confirm the order on the APPS itself.
2. Once the order has been confirmed in accordance with the payment method enabled for this purpose, it may only be cancelled through the APPS before the Merchant has accepted and started to prepare it. 
3. Once the order has been confirmed, the order number will appear on the screen of the User’s device, and this must be shown to the staff of the establishment when collecting it.
4. The price of orders placed through the PICK-UP option will not include the additional delivery cost.

The Marketplace Option

The User acknowledges and accepts that, in the event that the delivery of the product acquired through the APPS is requested, in certain cases it may be provided by the Merchant’s own delivery service, instead of by the Delivery Persons. The User will be informed accordingly of this particularity in the moment of placing the order.

In such cases, the responsibility for the Delivery will fully lie with the Merchant which is the only one in position to track the delivery of the order and to resolve any incident. As a result, in these cases, the User will not be able to track the location of the product and the approximate time of delivery may vary. In these cases, in case of any delay and/or issue relating to the delivery of the products, the User shall contact the Merchant directly.

The Courier model 

Through the Courier model the User may request via the APPS the services of a DELIVERY MAN for the collection and delivery of a certain object from and to the addresses indicated by the User, provided that these are within the territories where Foozila operates. The DELIVERY MAN undertakes, under a mandate, to perform the services requested by the User on the latter’s behalf and according to his/her indications and specifications.

The User shall not request any collection and/or delivery which is against the law and public order, either due to its content or the circumstances in which the said errand is requested. The User is solely responsible for providing the correct addresses -including not only the written addresses but also its correct location in the map available at the APPS - and indications on the APPS to the DELIVERY MAN and shall assume any cost and inconvenience derive from their error and/or negligence.

General provisions. Applicable to all models above

The services made available to Users through the APPS, regardless of the model, will be carried out only in case the following conditions are met at the time of payment:

• The service requested by the User must be operative during the chosen time slot.
• The products purchased, the goods to be delivered and/or the errand to be performed must be in one of the cities, and within the available area, in which Foozila operates.
• The destination must be located in the same city area as the product and/or the collection address.
• The product(s) ordered cannot exceed the following size: 40 cm x 40 cm x 30 cm*
• The maximum weight of a single order will be approximately 9 kg*

*The above-mentioned size and weight will not apply in the case of vehicles capable of accommodating such volumes.

Users are solely responsible for providing the correct addresses for delivery and collection on the APPS -including not only the written addresses but also its correct location in the map available at the APPS- and they, therefore, release Foozila and the DELIVERY MAN from any liability for negligence or error in the collection or delivery of the order as a result of providing incorrect addresses for collection and delivery. Similarly, Users must provide all the information, in as much detail as possible, about the service and/or product to which the assignment relates. To do this, they may provide any comments they may deem useful in the “comments'' section.  The User releases Foozila and the DELIVERY MAN from any liability derived from negligence or error in the indications given by the User. As a result of the foregoing, the cost resulting from providing an incorrect address for collection and delivery as well as incorrect indications regarding the products to be purchased, the errands to be performed and/or the services to be provided and/or the performance of any other errand, shall be borne by the User.

If the User is not at the place indicated for delivery and, therefore, the order cannot be delivered, the User must bear 100% of the cost of the basic courier service, as well as the price of the product if one has been purchased or contracted at the User’s request. This is without prejudice to the possibility for the User to place and pay for another order, identical to the one that could not be delivered, to receive the said products or service.

The reception of the order by the User at the indicated delivery address shall be considered as acceptance of the order. In case that the order is incorrect, incomplete or contains any defect, the User shall contact Foozila through the Help Section immediately after the reception of the order. Neither Foozila nor the DELIVERY MAN assume any obligation of revision of the identity of the recipient of the order; the latter will be taken as correct, provided that it is at the indicated delivery address. Foozila, therefore, does not assume any liability for the handling of the order at the incorrect person at the correct delivery address.

Prices of the Services provided through the APPS

Users can register in the APPS free of charge; nevertheless, the free character of the registration in the APPS is subject to review by Foozila at any time. In any case, Users may have to pay for certain services on the APPS as provided in these General Terms. Foozila reserves the right to change the prices on the APPS at any time, by informing the Users as and if required by the applicable laws. Such changes shall take effect immediately after publication. 

Foozila will charge the User a service fee for the use of our APPS to continuously improve our overall services, providing a wider selection of vendors and continuously improving our user experience, among others. The amount of the service fee can be fixed or variable according to the value of the products. Foozila sets the service and makes it visible to Users at the moment of the checkout of every order.  This service fee will be charged against the credit card that the User has selected for the payment of the order. In the event that the User selects the cash payment option (this option may be unavailable in some of the countries in which Foozila operates), the service fee will be charged to the User in cash at the time of collection or delivery of the order, and the Merchant will be responsible for receiving this amount on behalf of and in the name of Foozila. In case of payment with cash, Foozila reserves the right to withhold the money from the User's card until payment is made at the time of delivery of the product and/or on completion of the assignment at the place of delivery. If the payment does not take place, Foozila reserves the right to charge the card on which the money has been withheld.

In addition to the said service fee, the User must pay the price of the products and/or services requested through the APPS, as well as the courier or errand services provided by the Delivery Persons each time that a collection and/or delivery is requested by the User. In the event of bad weather conditions, oversaturation, high demand  and/or any other condition that may affect the provision of the delivery services by the Delivery Persons, the User may experience a temporary increase in the fee for those services provided. In any case, the fee for the delivery service may also vary in cases of force majeure beyond Foozila’s control.

In the case of orders under the Anything and/or Courier models, the total price of each service may be composed of a variable percentage based on the number of kilometres travelled and the time taken by the DELIVERY MAN, as well as, where applicable in cases in which a User requests the physical purchase of a product or service, the price established by each Merchant. Foozila reserves the right to change the price based on the distance travelled and/or the time of the day in which the service is performed. In accordance with these terms, the User will be entitled to know the approximate fee for the service before contracting it and paying for it, unless the User has not specified the address for collection. 

In addition, the fee may include tips for the DELIVERY MAN and/or the local store, whose amount shall be solely and entirely at the User’s discretion; therefore, it will be solely the User who will decide on whether to tip and on the tipping amount. In any case, Foozila may offer the possibility to Users to remember the tipping option selected; in the case that the User consents to the saving of their preferences on tipping, these preferences will be automatically applied in all future orders. The User will have the faculty to change the selected preferences at any time.

Price of the Products and/or Services offered on the APPS 

The prices applicable to each service and/or product offered in the APPS are established by the Merchants and are set solely and freely by the latter. Foozila makes its best efforts to ensure that the prices in the APPS are updated and duly reflect the real price that will be applied by the Merchant; however, in certain situations above Foozila’s control, the price indicated by the Merchant in the APPS may vary. In such a case, the Merchant shall be the sole responsible for the variation of the price and the User must contact the Merchant for any claim that may correspond. The purchase requested via the APPS will be continued in the case of price variations of up to 30%. If the variation is greater than the said 30%, the User will be contacted to inform him/her of the situation and inform on the available options. In any case, the User may, in any case, contact the Merchant and/or the DELIVERY MAN to confirm the final price of the products ordered.

The Merchants are free to set a disclaimer on the products/services they offer through the APPS, ensuring that the prices displayed in the APPS correspond to those available at their own premises. In this case the Merchants remain responsible for any variation, change and/or errors that such prices may experience. Foozila does not intervene in any way in the setting of the disclaimer.

All the prices stated on the APPS are inclusive of any taxes that may be applicable based on the territory from which the User operates and shall, in any event, be denominated in the currency in force in the territory from which the User operates.

The User acknowledges that prices of the products and services indicated by the Merchants in the APPS may not always include the price of their packaging, that may be charged separately to the User if so requested by the applicable law and/or standards. In particular, but without excluding any other case, the User acknowledges that it may be charged separately the price of any plastic packaging that accompanies their order.

In the case of Anything model orders, the User grants the DELIVERY MAN, by means of the purchase and delivery request made through the APPS, a mandate to purchase the products in person, on his/her behalf, at the price set by the stores in which it is bought; any indicative of such price included in the APPS is merely indicative and shall never be interpreted as definitive or binding neither for Foozila nor for the store or the DELIVERY MAN. The User may be in direct contact with the DELIVERY MAN while the order is being carried out.

Foozila and/or the Merchants reserves the right to introduce a surcharge in the  order price (hereinafter, “Small Order Surcharge”) as a requirement for the processing and preparation of those orders considered as small. The consideration of small may vary depending on the country and/or moment in which the order is placed. Foozila will clearly communicate to the User through the APPS when the Small Order Surchage is applicable and its exact amount; and the User will have the faculty to either continue with the order and pay the said surcharge, modify the order and/or quit the said order before its definitive placing.

Billing

By registering through the APPS and providing the required bank card or Digital Payment details, Users expressly authorise Foozila to issue receipts for payment of the services requested, including the price and delivery of the products ordered.

The User expressly authorises Foozila to send him/her by electronic means, to the e-mail address provided by the User during the registration process, receipts for the services contracted and/or the bills generated either by the use of the APPS, by the services provided by the Delivery Persons and/or the Merchants. If an invoice is required, the User must enter the relevant tax data on the APPS before placing the order.

The User similarly accepts that according to the services contracted through the FOOZILA APPS, they can receive the invoices corresponding to the delivery, courier or management services, by the Delivery Persons.

Payments

Payment of the price of any product (such as food, drink, a gift, etc.) properly made to Foozila by Users will discharge their obligation to pay the said price to the associated restaurants and/or establishments as well as the DELIVERY MAN, for the services provided. Foozila does not act on behalf of Users and none of the authorizations provided in this document should be deemed as a mandate given to Foozila.

The User may pay for the products and/or services in Cash, Digital Wallets, Digital Money or by credit card

Foozila issues receipt of payments to Users acting as an agent (for collection of payments) on behalf of associated restaurants and/or establishments and Delivery Persons through an Electronic Money Institution. Electronic Money Institutions (hereinafter, “Payment Platforms”) are responsible for the obtention of any necessary authorisation or licence to provide, directly or indirectly, regulated payment services in the territories in which Foozila operates and for being in compliance with the current legislation applicable to the payment services provided. Therefore, Foozila will accept no liability for the lack of authorisation or licence or the breach of any applicable regulation; on the contrary, the sole and exclusive liability will lay with the Payment Platform.

Foozila reserves the right, as a fraud prevention measure, to request a payment pre-authorisation for the products ordered through the APPS, always through the Payment Platform and for the sole purpose of verifying the means of payment provided and ensuring the correct functioning and use of the APPS by the Users. Such pre-authorisation shall in no event involve payment of the full amount of the order, as this will be done solely and exclusively after the products have been made available to the User, or for the reasons set forth in these General Terms.

If a User has any issues with the payment via the Payment Platform made available in the APPS, the User may contact Foozila’s User assistance service through the Help Section in the APPS. Foozila will make its best efforts to provide a solution to the issue and to liaise with the Payment Platform to the extent possible; be that as it may, Foozila is not responsible for any such issue that falls within the activity and responsibility of either the Payment Platforms or the User’s bank or assimilated financial institution. 

Fee for the Foozila Business Services

The Price of each Order will consist of a variable fee (plus any indirect taxes that may be applicable by law) based on the distance travelled (km) (hereinafter the “Fee”).

FOOZILA reserves the right to modify prices based on the distance involved and/or the time of day when the Order is carried out.

In accordance with these terms, Users will be entitled to know the approximate Fee that they will have to pay for their Order before they place it. The Fee may vary if there are events of force majeure beyond Foozila’s control that result in an increase in the Fee payable. The Fee may also be increased if a User provides subsequent information to the DELIVERY MAN, such as a change of collection and/or delivery address(es) or the addition of addresses to the initial order.

Payment for the service rendered may be made by the following methods, to be freely chosen by the User:

• Credit card: Users may pay for each Order individually using a credit card in the same manner and under the same terms as provided in the General Terms of Use and Contracting.
• Monthly payments / direct debit: FOOZILA will collect the total amount incurred by the User in each calendar month by direct debit based on the information provided by the User.

If the direct debit is cancelled and the relevant payment can therefore not be taken, the amount owed by the User will be charged to his/her associated credit card her on the same day on which FOOZILA is notified of the direct debit failure. In such case, the User must bear the costs arising from the direct debit failure (e.g., bank charges).

Promotional Codes / Other Offers or Discounts

Foozila may unilaterally provide at any time credits for use within the APPS, discounts, free shipping as well as any other promotion, to certain Users (hereinafter, the “Discounts and/or Promotions”). Any of these discounts and promotions may unilaterally be cancelled at any time by Foozila. 

The User acknowledges and accepts that any Discounts or Promotions granted must be used only within the validity period established by Foozila for each Discount and/or Promotion. If no validity period is specified by Foozila at the moment of communicating and/or granting such Discount or Promotion, the validity period applicable by default will be of six (6) months from the date on which they were made available to the User. Any other validity period set by Foozila at the moment of communicating or granting the said Discount and/or Promotion will prevail over the six (6) months default validity period stated above.

Similarly, the User acknowledges and accepts that any Discounts and/or Promotions granted may be applicable only to certain products and/or services offered through Foozila’s APPS or only under specific circumstances and conditions (e.g. first order, order within a territory, order at a specific time of the day, order of a certain type, Small Order Surcharge, etc). 

Discount and/or Promotions granted to Users must be correctly entered in the APPS by the User before placing the order. Otherwise, they will not take effect and the User will be unable to enjoy them. The User is responsible for making sure that the Discount and/or Promotion is applicable for the specific products or services requested through the APPS and that the Discount or Promotion is still valid and fully effective. 

The User acknowledges that Discounts and/or Promotions may experience a delay in its application from the moment in which these are communicated and/or granted to the User. In particular, among others, the Discounts and/ or Promotions offered by Foozila for first Users or first orders in the APPS may take between 24 and 72 hours from the time of the creation of the User account to be available. The User is responsible for making sure that the Discount and/or Promotion has been correctly entered in the APPS and to review that it has correctly been applied to the order. If this delay in application exceeds 72 hours, the User can use the Help Section to contact Foozila’s User Support.

The User acknowledges and accepts that all Discounts and/or Promotions are valid only once per User and, therefore, may be restricted based on various characteristics such as device, credit/debit card, email address, phone number or user ID, save expressly provided otherwise by Foozila in reference to the specific Discount and/or Promotion. 

In any case, Foozila reserves the right to unilaterally cancel and withdraw any Discount and Promotion either offered or already granted if it becomes aware of a fraudulent use thereof (such as, among others, a promotional code being redeemed by someone who is not its legitimate recipient, the mass communication of codes or the sale of codes or discounts). Furthermore, it reserves the right to apply sanctions to Users for the amount for which Foozila has been defrauded as well as for the suspension and/or cancellation of User’s Foozila account.

Foozila will accept no liability if, due to an event of force majeure or other events beyond its control or whose need is justified, it is forced to cancel, shorten, extend or amend the conditions of Discounts and Promotions. In particular, Foozila will accept no liability if the website is not available at any time during Discounts and Promotions or for a malfunction in the automated promotion system.

User Assistance Service

Foozila is available to all Users through the Help Section in the APPS for any incidents relating to the FOOZILA service.

Fraud and Freezing of Accounts

Should Foozila detect any signs of misuse or inappropriate and/or fraudulent use of the FOOZILA account, it may automatically and without prior notice deactivate the subscription, as well as, in addition and at any time, the User’s account, reserving the right to take any legal action based on the seriousness of the circumstances under consideration. In addition, FOOZILA reserves the right to cancel the service and subscriptions at its sole discretion by giving prior notice to Users.

Customer Support and Alternative Dispute Resolution

In order to facilitate communication with the DELIVERY MAN if necessary, and in the event of any incidents in the processing of the order and/or in order to inform of any changes thereto, Foozila makes available to Users through its Help Section in the APPS an internal chat system allowing direct and immediate contact between the User and the DELIVERY MAN while the order is being carried out. If a User wishes to contact the DELIVERY MAN or Foozila after the order has been completed, he/she must use the Help Section available on the APPS.

Further, Foozila will act as intermediary for the solution of any claims related to the order placed by the User, to the User’s account and/or to any other policies and/or services provided via the APPS. For this purpose, the User shall contact Foozila via the Help Section in the APPS. 

All the above is without prejudice to the Users’ right to submit their complaints and/or requests through any legal means available to consumers, including any out–of-court/alternative dispute settlement bodies that legally provide dispute settlement services.

Subscription Period

3.1. The FooSub subscription period shall have a duration of one month up to the day immediately before the equivalent date on the following month (hereinafter, the “Subscription Period”), starting on the Activation Date and renewed every month unless the User cancels the subscription. Thus, if the Activation Date is 10 October, the Subscription Period will be renewed on 10 November.

3.2. By accepting these terms and conditions, Users acknowledge that the FooSub subscription will be RENEWED AUTOMATICALLY AND THE APPLICABLE SUBSCRIPTION FEE WILL BE AUTOMATICALLY CHARGED to the account designated by the User.

3.3. If the User does not want the subscription to be renewed automatically and, therefore, the User wishes to cancel the FooSub service, he or she may exercise the right of withdrawal at any time, as stipulated in the following clause, provided that he or she informs Foozila at least two business days prior to the renewal date. If the User fails to comply with this notification requirement, he or she will have to pay the subscription fee for the following month.

Home Delivery of Free Samples and Other Commercial Actions

Foozila reserves the right to enter into commercial agreements with other companies, brands, stores, entrepreneurs, professionals etc, to send promotional communications, including the addition of free samples to any orders delivered to the User’s, either occasionally or as part of recurrent sampling campaigns. In this regard, during any type of sampling campaign, certain Merchants or brands may have a prominent position if so agreed with Foozila for the purpose of the Merchant or brand promotion. The provision of samples will not entail any additional cost to the User.

The user acknowledges and accepts that, by ordering through Foozila, it may participate in any sampling campaign and receive various samples together with the orders made via the APPS, for mainly promotional purposes. 

Foozila is, in no way, responsible for the quality and characteristics of the products provided as sample and will not be liable for any damage and/or offence caused by the delivery of the said sample. Further, Foozila is not responsible for any sampling campaign that the Merchants offering products or services through the APPS may organise and implement; while Foozila makes its best efforts to ensure legality of Merchants’ activities and Merchants commit to respect the law when using the APPS, Foozila cannot review the content of the orders and/or any sampling campaign organised by the Merchants in their condition of independent professionals/companies.

Specific considerations on the purchases of alcohol

Users who accept these Terms and Conditions may view and place orders involving the purchase and/or delivery of alcoholic products through the Foozila APPS. By ordering, the User acknowledges that he/she is of the age foreseen and permitted by the applicable law in the territory in which the order is placed.

In any case, Foozila reserves the right not to process/deliver any order including alcohol to those recipients of the order who cannot prove to be the User identified on the Foozila APPS, as well as the required age/other restrictions foreseen by the applicable legislation in the territory in which the User places the order. As a consequence of the foregoing, the User shall bear the full cost of the product and the costs associated with placing and cancelling the order.

In those cities where the sale and/or delivery of alcoholic products is restricted in certain hours, the User must respect the proper use of the APPS and, consequently, respect the time zones prohibited by the applicable legislation.

In any case, Foozila reserves the right to refuse to process/deliver the order including alcohol outside permitted hours. As a consequence of the above, the User shall bear the full cost of the product and the costs associated with the placement and cancellation of the order.

In the event that the User transfers his/her Foozila account to minors or persons who, due to their circumstances, may be in situations that require special protection, Foozila reserves the

right to initiate all civil/criminal actions to protect the rights of the most vulnerable people. In this regard, Foozila undertakes to use all material and human means to control this type of fraud, but in no case is responsible for the illegal transfer of an account to another person who has not expressly accepted these Terms and Conditions.

Foozila recommends moderate and responsible consumption of alcoholic products purchased.

Specific considerations on products from pharmacies

Foozila does not carry out or intermediate in the sale or advertising of medicines for human use through the APPS in the countries and/or cities where this is not permitted by law, in compliance with the applicable regulations regarding the retail sale of medicines for human use.

In the countries and/or cities where it is not permitted by law, Users may not place orders for medicines through the APPS, including the "Anything" bubble. In the event that the user places an order for medicinal products that are subject to an applicable prohibition of telematic intermediation, delivery and/or sale, the APPS will refuse the order in accordance with the applicable legislation on the retail sale of medicinal products for human use.

In the countries and/or cities where medicines intermediation, delivery and/or telematic sale is not permitted by law.

Content moderation and/or alteration

Notwithstanding the foregoing, Foozila reserves the right to restrict certain Users’ access to the APPS, either fully or partly, as well as to cancel, suspend, block or remove certain types of content, by means of suitable technological tools, if it becomes aware, or there are signs, that the activity or the information stored is illegal or harmful to a third party’s rights or property. Further, Foozila will not tolerate the publication of abusive language or abusive attitudes towards Foozila, its workers, the Merchants, the Delivery Persons, or any other party involved in the content published in the APPS. 

Severability

If any of the clauses of these General Terms are found to be voidable or void by operation of law, such clause(s) shall be deemed not to have been included. Such declaration of nullity will not cause the other clauses to be void, and these shall remain valid and effective between the Parties.

Applicable Law

The relationship between Foozila and the User shall be governed and construed in accordance with the General Terms and the laws of the relevant country in which Foozila operates and any dispute shall be submitted to the courts of Foozila’s registered seat in the relevant country, unless otherwise established by the applicable law.