Partner terms and conditions — restaurants

1. The parties and the subject matter

These terms govern the relationship between Nexly GO [legal form, registered office, registration number — to be confirmed] (“Nexly GO”, “we”) and the food-service establishment that signs up on the NexlyGO platform (the “Partner”, “you”).

They apply to restaurants that sign themselves up online, on nexlygo.pro or in the NexlyGO Manager app. A restaurant bound to us by another contract remains governed by that contract [interplay with existing contracts — to be specified].

By ticking the acceptance box when you submit your restaurant for approval, you declare that you have the authority to represent the establishment and you accept these terms. We record the date and the version accepted.

2. The service

Without a subscription, NexlyGO provides you with:

• a website for your establishment (menu, photos, opening hours, address), at an address such as nexlygo.pro/your-restaurant, and the QR code for your menu;
• online ordering (takeaway, delivery or eat-in, depending on your settings) and online payment by card, Apple Pay or Google Pay, processed by our payment provider, Stripe;
• the NexlyGO Manager app and an online dashboard to receive, accept and track your orders;
• the listing of your establishment and your dishes in the NGO app (clause 10).

Other services are optional and chargeable, for example the till (point of sale) where it is offered; their prices and terms are displayed before you sign up for them. The till is not offered in Italy, Spain or Portugal.

3. Sign-up, verification and approval

• You provide accurate and up-to-date information: the name and address of the establishment, telephone number, bank account holder and IBAN, business number or tax number. You correct it as soon as it changes.
• Our team checks each restaurant before enabling payments, usually within 24 working hours. During verification, your website is visible as a preview, but no order can be paid for.
• We may approve your restaurant, ask you for information or supporting documents, or refuse approval. A refusal states the reasons for it and is sent to you by email; you may correct and resubmit your application.
• Approval does not amount to a check on your business: hygiene, authorisations and tax matters remain your responsibility (clause 9).

4. Prices, fees and commissions

• No subscription and no commission (0%) are charged to you for the website, online ordering, the NexlyGO Manager app and the listing in NGO.
• Your customers pay a service fee of 15% of the price of their items, after any discount, which is displayed before payment. This fee is Nexly GO's remuneration and is not passed on to you.
• Card payment fees are at our expense: they are not deducted from your sales.
• Delivery: when you deliver with your own drivers, the delivery fee you set is paid by the customer and goes to you; when a partner courier delivers (where one is offered), the customer pays the courier fee, which is not passed on to you.
• Discounts you offer yourself (your establishment's promo codes) are at your expense. Discounts granted by the NGO app to its members: [who bears the cost — to be confirmed].
• These amounts may change in future in accordance with clause 16; an order already paid for keeps the amounts displayed at the time of payment.

5. Payment collection and payouts

• Customers pay Nexly GO online, through Stripe. Nexly GO collects payments on your behalf and pays over to you what you are owed [legal characterisation of this collection of payments — to be confirmed].
• What you are owed for an order: the price of the items, less the discounts you fund, plus your delivery fee when you deliver yourself, plus the tip a customer leaves on a takeaway order.
• At present, payouts are made by bank transfer, every week, to your business's IBAN, for orders that have been paid and not cancelled. Without a valid IBAN, payouts are held until you enter one.
• When we activate automatic payouts (Stripe Connect) for your establishment, you open a Stripe account, with the identity verification that Stripe requires under its own terms, and your sales are paid out to you automatically every week. We will notify you before this change.
• The details of your orders are available in your dashboard [periodic statement and supporting documents for the sums paid over — to be specified].
• Payment disputes by customers (chargebacks): [rule on who bears the cost — to be confirmed].

6. Orders

• You receive orders in the NexlyGO Manager app and in your dashboard. Keep the app open and connected during your opening hours.
• You accept or decline each order straight away. If an order goes unanswered, we may remind you (notification, email or automated call) and notify the customer.
• You prepare the order within the time quoted to the customer, based on the preparation time you have set, and hand it over in accordance with your menu.
• If you can no longer fulfil orders (closure, stock shortage, busy period), pause orders or change your opening hours in your dashboard: customers can then no longer order.
• A paid order is never cancelled automatically: it is handled by you or by our customer service.

7. Cancellations, complaints and refunds

• Customer complaints (missing or incomplete order, error, delay, quality) are received by our customer service, which may contact you to check.
• Refunds are decided on and made by our customer service, case by case. No refund is automatic.
• No amount is owed to you for a cancelled or refunded order; where a partial refund is attributable to you (missing item, error, non-conforming product), its amount is deducted from your payouts [to be confirmed].
• Do not refund a customer yourself for an order paid online: write to us.

8. Delivery and collection

• Takeaway: the customer comes to collect their order from you, at the chosen time.
• Your own drivers: you deliver within the radius and at the price you set. You are responsible for your drivers (employment status, insurance, food safety during transport) and for the times quoted.
• Partner couriers: where they are offered (currently Uber Direct, in France and in the Swiss cities served by Uber), we book the delivery with the courier and the customer pays for it; the courier is a third party [liability in the event of loss, delay or damage — to be specified]. In Italy, Spain and Portugal, no partner courier is offered at present.
• Delivery is never offered outside your area or abroad.

9. Your obligations

You remain the seller of the dishes and drinks you offer [characterisation of the seller — to be confirmed country by country]. In that capacity:

• your menu is accurate and up to date: descriptions, representative photos, availability, options;
• your prices are displayed inclusive of all taxes, VAT included, and you may change them at any time for future orders;
• you provide information on allergens in accordance with the applicable regulations (in the European Union, Regulation (EU) No 1169/2011; in Switzerland, food law) and answer customers' questions;
• you comply with the rules on hygiene and food safety and hold the necessary authorisations, licences and registrations, including for alcohol, which you sell only to people who are of legal age;
• you fulfil your tax and accounting obligations, in particular issuing the receipts or invoices required in your country for sales made through the platform [exact obligations — to be confirmed per country];
• you do not use the service to sell prohibited or counterfeit products, or for fraudulent purposes.

10. Your listing in the NGO app

• Once approved, your establishment may appear in the NGO app, published by Nexly GO, which helps people discover dishes from nearby restaurants: with your menu, your photos and your prices. NGO customers order and pay in the app; these terms apply to those orders as they do to orders from your website.
• Ranking: NGO first shows establishments near the customer that can take their order (open, menu available, delivery area); after that come distance, reviews and relevance to the search. Paid promotion is always labelled as such [description of the ranking parameters — to be validated].
• To opt out of appearing in NGO, write to us [procedure — to be specified].

11. Content, trade marks and images

• You authorise us, for the duration of our relationship, to reproduce and display your name, your logo, your photos, your menu and your descriptions on your website, in the NGO app, in our applications and in promoting the service, without remuneration [scope of this authorisation — to be validated].
• You warrant that you hold the rights to what you publish (photos, texts, logos).
• If a dish has no photo, an illustrative image, including one generated by artificial intelligence, may be displayed and labelled as such; you may replace it with your photo at any time.
• An imported menu (photo, PDF or link) is read automatically: check the dishes and prices created before submission for approval.

12. Personal data

• For each order, we send you the necessary customer data: name, telephone number, delivery address, instructions. You use it only to prepare, deliver and follow up on the order and to reply to the customer; never for commercial purposes without their consent (the consent they give by ticking the newsletter sign-up box).
• Nexly GO processes customer data to provide the service (accounts, payment, orders, customer service, security); you are responsible for the processing you carry out on your side [allocation of roles — controller, processor — and data processing agreement to be validated, under the GDPR and the Swiss Federal Act on Data Protection (FADP)].
• Data relating to your establishment and your account is processed in accordance with our privacy policy.
• Each party protects the data it processes and notifies the other without delay of any data breach concerning it.

13. Availability and support

• We do our best to keep the service available at all times; interruptions (maintenance, outages, service providers) remain possible. We do not guarantee any number of orders or any turnover.
• Support: info@ngo.travel.

14. Liability

• You are solely responsible for the products you sell, their preparation and their conformity, allergen information, and delivery when you deliver yourself; you indemnify us against third-party claims arising from them.
• Nexly GO is responsible for the proper performance of the service. Its liability is limited to direct and foreseeable damage [cap — to be confirmed], except in the case of serious or intentional fault and within the limits permitted by law.
• Neither party is liable for a breach caused by an event of force majeure.

15. Suspension, refusal and end of the relationship

• You may stop at any time: pause your orders or request the closure of your account at info@ngo.travel. Orders already paid for must be fulfilled.
• We may immediately suspend payments or your website in the event of suspected fraud, false information, a risk to customers, repeated complaints, a breach of these terms or a request from an authority; we give you the reasons for this.
• We may end the relationship for any other reason, with a notice period of [30 days — to be confirmed] and by giving you the reasons.
• When the relationship ends, what you are owed is paid to you, after deduction of refunds and of sums owed to Nexly GO; your website and your listing in NGO are removed.

16. Changes to the terms

• We may change these terms. We will notify you by email and in your dashboard at least [15 days — to be confirmed] before a change takes effect, unless the change is required by law or is in your favour.
• If you reject a change, you may end the relationship before it takes effect. Each version is dated and numbered; we record the one you have accepted.

17. Complaints and mediation

• A complaint about the service (approval, suspension, ranking, payouts) should be sent to info@ngo.travel; we will reply to it [time limit — to be specified].
• [Mediators designated for disputes with restaurants — to be completed.]

18. Governing law and jurisdiction

[Governing law and competent courts — to be confirmed by the lawyer, subject to the mandatory rules of the Partner's country.]

19. Contact

Nexly GO [legal form, registered office, registration number — to be confirmed] — info@ngo.travel