TERMS & CONDITIONS FOR HOSTS
byFood (“us,” “we,” or “our,” as the context requires), located at Ginza Otake Residence 2F, 1-22-11 Ginza, Chuo-ku, Tokyo, 104-0061, Japan, provides online platforms through its website at https://byfood.com (“Site”) and/or application(s) (collectively, “byFood Platforms”) that enable third-party operators (“Hosts”) to publish descriptions of (“Experiences”) and offer food travel-related events or services (“Host Services”), such as food tours and cooking classes to the users of byFood Platforms (“Guests”), and the users can book or purchase such Host Services through byFood Platforms (such services provided by byFood are “our Services”).
byFood Platforms and our Services are owned and provided by Tablecross, Inc. (Company Registration Number 8010401112716), a private limited company incorporated in Japan.
- We reserve the right, at our sole discretion, to change or modify any parts of this Agreement at any time. We will send an email to Hosts one month in advance if any change is made to the Agreement.
Provisions of our Services
- We reserve the right to modify or discontinue, temporarily or permanently, byFood Platforms and/or our Services (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of byFood Platforms and/or our Services.
- You agree that we may unexpectedly suspend our intermediary duties outlined in this Agreement without any compensation in case of accidents at telecommunication firms, natural disasters, maintenance, server/service updates, and other technological problems that may cause byFood Platforms and/or our Services impossible or difficult to use.
The Service Provided by byFood
- Hosts authorize byFood, directly and indirectly through the use of sub-agents, to (i) offer Experiences to Guests on Hosts’ behalf, (ii) conclude contracts with Guests in the name of and on behalf of Hosts, (iii) collect payments from Guests for the Experiences. Hosts further authorize byFood’s third-party payment service provider (“Payment Service Provider”) and any other third party authorized by us to process data required to permit the transfer of funds to and from Hosts’ payment instruments or accounts, or as otherwise required in order to operate the byFood Platform.
- byFood facilitates the negotiation of the sale of Experiences between Guests and Hosts by way of the byFood Platform that contributes to increasing the Hosts’ goodwill, promote the Hosts’ Experiences, and generally encourage Guests to place bookings with Hosts.
- To list an Experience or a Host Service, you must submit your Host profile and Experience information to us to be considered for publishing on byFood Platforms, and you shall be required to comply with all quality standards as may be imposed by us at all times. We reserve the right to decide, in our sole discretion, if a submitted Host, Experience or Host Service will be published on byFood Platforms.
- To submit your Host profile and Experience information, you must use our designated forms, and ensure that you will (i) provide complete and accurate information about your Host profile and Host Services (such as experience, description, pictures, location, and calendar availability), (ii) disclose any deficiencies, restrictions (such as house rules), and requirements that apply (such as any minimum age, proficiency, or fitness requirements for an Experience), and (iii) provide any other pertinent information requested by us. You are responsible for keeping your Experience information (including calendar availability) up-to-date at all times.
- Pictures, animations, or videos (collectively, "Images") used in your Experience must accurately reflect the quality and condition of your Host Services. We reserve the right to require that Experience have a minimum number of Images of a certain format, size, and resolution.
- You represent and warrant that all information, including Images, published on byFood Platforms shall not infringe any intellectual property or other proprietary rights of any party.
- We reserve the right to modify the content of the Host profile and Experience information to be published on byFood Platforms at any time without notice to you. We further reserve the right to suspend or remove your Experience at any time if you breach any terms of this Agreement, any Specific Agreement and/or our Other Terms.
- Whenever a Guest makes a booking of an Experience ("Guest Booking") through byFood Platforms, and you confirm the Guest Booking, you are entering into a legally binding agreement directly with the relevant Guest, and are required to provide your Host Service(s) to the Guest as described in your Experience when the booking is made. The role of byFood shall remain as an intermediary, and not a party to the contractual relationship between you and Guests.
- If you are sure about the availability of the Host Services, you shall let the Guest place a booking instantly (“Instant Booking”), without needing confirmation from the Host. All of the conditions for Guest Bookings apply to Instant Bookings.
- In the case of Guest Bookings, the Host has 7 days to confirm or reject the request. If the Host does not take action in 7 days, the money will be returned and the Guest Booking will be canceled automatically.
- You shall provide the Experience or Host Service in accordance with the representations and description of such Experience or Host Service on which the Guests have relied to make their bookings.
- On the event day, you must be ready on time and at the location, as described.
- You are responsible for asking about Guests’ food allergies, diets, or other preferences, and taking necessary actions based on the Guests’ needs.
- You alone are responsible for identifying, understanding, and complying with all laws that apply to your Experiences.
- Once a Guest has booked an Experience or Host Service offered by you, you may not request the Guest to pay a higher price than the published price. You shall be responsible for all costs and expenses required to provide the Experience or Host Service, and any increase in such costs and expenses shall not be charged to the Guests or byFood.
- You further represent and warrant that any Experience you post, and the booking or provision of any Experience or Host Service will (i) not breach any agreements you have entered into with any third parties, and (ii) comply with all applicable laws of the location in which such Experience or Host Service is provided, tax requirements, and other rules and regulations (including having all required permits, licenses and registrations). As a Host, you are responsible for your own acts and omissions.
- When listing an Experience or Host Service, you must, where applicable, fully educate and inform Guests about (i) any risks inherent to the Experience or Host Service, (ii) any requirements for participation, such as the minimum age, related skills, level of fitness or other requirements, and (iii) anything else they may need to know to safely participate in the Experience or Host Service (including dress codes, equipment, special certifications or licenses, etc.).
- You must provide an Experience or Host Service in person and may not allow any third party to provide the Experience or Host Service on your behalf unless authorized by us in advance. Before you outsource the performance of your Host Service, in full or partially, to a third party (including third parties that we designate), you must notify us of the name and information of the third party, and the reasons for outsourcing your service and obtain our discretionary approval.
- We recommend that you obtain appropriate insurance for your Host Services. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Guests (and the individuals the Guest has booked for, if applicable) while participating in your Experience or using your Host Service.
- You shall notify us immediately if you cannot fulfill a Guest Booking. If you cancel a Guest Booking after you confirm it or if you cancel an Instant Booking, the full booking amount will be refunded to the Guest in the same currency with which the Guest booked the Experience, and the transaction fee will be deducted from the Host’s balance. The exchange rate on the refund day will be used for refund amount calculations, and if the refund amount in Japanese Yen from byFood to the Guest, is more than the received amount in Japanese Yen from the Guest, the difference will be deducted from the Host’s account.
- You shall promptly notify us of any complaints from a Guest about your Host Services.
Food for Happiness
- byFood’s charitable initiative (“Food for Happiness”) features a fundraising project each month with the goal of helping children all around the world through byFood Platforms. In addition to byFood’s donations, the Host has the option of also contributing to Food for Happiness Projects. The Host decides the donation amount (“Food for Happiness Donation”) for each Guest booking using his/her Host panel. Hosts who contribute to Food for Happiness Projects will be specially featured on byFood Platforms.
Price of Host Services
- The price of any Experience or Host Service to be provided by you on byFood Platforms shall be decided by you.
- Any additional expenses that the Guests may have to incur in order to enjoy certain additional options to the Experience or Host Service must be specified in your Experience or the Guests must be informed in advance that the price paid by the Guests is exclusive of such options.
- Guests will pay for the price of your Host Services in accordance with the payment methods specified by us through byFood Platforms. Payments collected by us, with the 15% host fee (including any applicable taxes) and Food for Happiness Donations (if the Host chooses to contribute) subtracted, will be transferred to your designated bank account in Japanese Yen by the 15th day of the month following the month in which the relevant Host Services have been duly fulfilled by you, provided that no complaint from Guests is received by us with regards to the quality or performance of your services.
- You shall not disclose or use any personal data or private information of the Guests, their family members or Guests ("Guest Information") acquired by you in the course of dealing with the Guests and their bookings, to any third party or for any purpose other than for the purposes of providing your Host Services to the relevant Guests.
- Neither party is allowed to disclose or use any confidential or sensitive business information of either party acquired pursuant to this Agreement, to any third party or for any purpose other than for the purposes of performing the obligations or exercising the rights under this Agreement.
- The aforesaid duty of confidentiality does not apply where (i) such confidential information is used or disclosed with the prior written consent of the other party, (ii) such confidential information has been acquired before this Agreement, (iii) such confidential information has become public knowledge other than as a result of unauthorized disclosure arising from a breach of this provision or otherwise, or (iv) such confidential information is required to be disclosed by law or pursuant to an order of court of competent jurisdiction.
- The aforesaid duty of confidentiality shall survive the termination of this Agreement.
Indemnity and Release
- You agree to release, indemnify and hold byFood (together with our officers, directors, employees, representatives, and affiliates) harmless from any and all losses, damages, expenses (including reasonable attorneys’ fees), rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of byFood Platforms and/or our Services, your Experiences, your Host Services and performance thereof, your violation of this Agreement or our Other Terms, or your violation of any rights of another.
- We may, if necessary, participate in the defense of any claim or action, and any negotiations for settlement. You will not make any settlement that may adversely affect the rights or obligations of byFood without our prior written approval. We reserve the right, at our expense and upon notice to you, to assume exclusive defense and control of any claim or action.
Exclusion of Liabilities
- byFood will not be liable for any incidental, special, exemplary, or consequential damages, including:
- lost profits, loss of data, or loss of goodwill;
- service interruption or computer or mobile device damage or system failure, or the cost of substitute products or services;
- any damages of personal or bodily injury, health problems, or emotional distress arising out of, or in connection with, these terms from the use of or inability to use the byFood Platforms;
- Guests’ use of the Experiences, including any communications, interactions, or meetings with other participants in Experiences, or other persons with whom the Hosts communicate or interact as a result of the Guests’ use of the byFood platforms.
- You agree and understand that we will not, in any way, be responsible for any loss or damage whatsoever incurred by Guests in the course of the performance of your Host Services, and that you will be fully responsible for such loss or damage incurred by Guests except where such loss or damage is caused by our negligence or default under this Agreement.
- If we receive complaints or claims of loss or damage from Guests or third parties relating to your Host Services, you will be fully responsible to resolve such complaints or claims, and all expenses in relation thereto.
- Either party may terminate this Agreement, at any time and for any reason, by serving a one (1) month's prior written notice to the other party.
- The termination of this Agreement by either party shall take effect on the last day of the calendar month following the month in which the other party has received the notice of termination ("Termination Effective Date"). Accordingly, the relevant Hosts shall fulfill all Guest Bookings and their obligations herein up to the Termination Effective Date.
- Notwithstanding the 1st clause of Termination part above, byFood may terminate this Agreement with the relevant Host(s) with immediate effect without prior notice in one of the following situations where:
- any representation, warranty or statement by a Host in connection with this Agreement is not complied with or is proven to have been incorrect in any material respect when made;
- a Host has breached any term of this Agreement and such breach is (i) not capable of being rectified, or (ii) capable of being rectified, but is not rectified within 30 days of written notice being given by byFood to the Host;
- a bankruptcy petition is presented against a Host or a winding-up order is made against the Host, other than for the purpose of reconstruction or amalgamation, or if a receiver and/or manager is appointed of the undertaking or part thereof of such party;
- a Host is found to have done any inappropriate, immoral, or unlawful act or behavior to a Guest;
- a Host is found to have acted in a way that damages byFood's credibility or intrudes on the operations of byFood Platforms and/or our Services; or
- a Host is found guilty of a criminal act or is under criminal proceedings or procedure.
- If the Agreement is terminated pursuant to the 3rd clause of Termination part above, we reserve the right to cancel any unused Guest Bookings made prior to said termination, without payment or liability to you.
- All provisions of this Agreement which, by their nature, should survive termination, shall survive termination.
- You agree to not post, upload, publish, submit, or transmit any content that is fraudulent, false, misleading, or deceptive; is defamatory, libelous, obscene, pornographic, vulgar or offensive; promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; is violent or threatening, or promotes violence or actions that are threatening to any other person; promotes illegal or harmful activities or substances. byFood may, without prior notice, remove or disable access to any content that byFood finds to be in violation of these terms.
- The Host grants byFood a non-exclusive, royalty-free and worldwide right and license (or sublicense as applicable) to use, reproduce, have reproduced, process, distribute, sublicense, display, and utilize (including, without limitation, to publicly perform, modify, adapt, communicate, reproduce, copy, translate, and make available to the public in any manner whatsoever) the provided content.
- byFood may sublicense, make available, disclose, and offer this content (including the relevant intellectual property rights) of the Host and all such further rights and licenses set out in this Agreement via or in collaboration with (the websites, apps, platform, tools or other devices of) affiliated companies and/or third parties.
- In no event shall byFood be liable to the Host for any acts or omissions on the part of any third party platforms. The sole remedy for the Host in respect of such third party platforms is (a) to request byFood (which has the right, and not the obligation) to disable and disconnect with such third party platform, or (b) termination of this Agreement, all in accordance with the terms of these conditions.
- byFood may create original content, such as photos and written content, regarding the Host’s experiences. Copyright for the content created by byFood belongs to byFood and may not be used by the Host on other platforms.
- The Host is liable for any claim of third parties related to copyright infringements of content he has provided to byFood.
- byFood Platforms may contain links to other websites. These websites are maintained by third parties and we have no influence on their content, functions, and so on. byFood formally dissociates itself from the content of linked websites and does not accept liability for the content or conduct of the owners of the respective websites.
- The invalidity or unenforceability of any provision (in whole or part) of this Agreement shall not affect the validity or enforceability of the remaining provisions (in whole or part). The whole or part of any provision which is held by a court of competent jurisdiction to be invalid or unenforceable shall be deemed deleted from this Agreement.
- A party shall not be liable for any delay or failure to perform its obligations under this Agreement caused by circumstances beyond the control and without the fault or negligence of that party, including war (declared or undeclared), natural disaster, riot, civil commotion, acts of God, fire, blockades, labor disturbances, strikes, insurrections, earthquakes, and matters beyond a party's reasonable control ("Force Majeure"). A party shall inform the other party if an event of Force Majeure will delay their performance, and will use their best effects and endeavors to minimize the duration impact and effect of an event of Force Majeure.
- Any failure by us to enforce any of the terms of this Agreement shall not be considered to be a waiver of them, or the right to subsequently enforce any of the terms of this Agreement.
- This Agreement is exclusive to you. A person who is not a party to this Agreement shall have no right to enforce any provision of this Agreement.
- This Agreement is not assignable, transferable, or sub-licensable by you except with our prior written consent. We may transfer, assign, or delegate this Agreement and our rights and obligations herein without prior notice to you.
- This Agreement shall be governed in accordance with the laws of Japan and you are deemed to have submitted to the exclusive jurisdiction of the courts of Japan to resolve any disputes which may arise hereunder.
- If you have any questions regarding the interpretation of the provisions of this Agreement, kindly send your questions to email@example.com.