TERMS & CONDITIONS FOR PARTNERS

ByFood ("us," "we," or "our," as the context requires), located at WeWork Link Square Shinjuku 16F, 5-27-5 Sendagaya, Shibuya-ku, Tokyo, 151-0051, Japan, provides online platforms through its website at https://www.byfood.com ("Site") and/or application(s) (collectively, "byFood Platforms") that enable third-party operators ("Partners") to publish descriptions of ("Experiences" and "E-commerce Products") and offer food travel-related events, products or services ("Partner Services"), such as food tours and food products to the users of byFood Platforms ("Users"), and the Users can book or purchase such Partner 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.

This Agreement

The Partner Terms and Conditions ("Agreement") outlined below govern all Partners ("you," "your," or "yours" as the context requires) for the use of byFood Platforms and/or our Services to offer Partner Services to the Users of byFood Platforms, and constitute a legal agreement between Partners and byFood. By using byFood Platforms and/or our Services, you are confirming that you have read, understood, and agreed to this Agreement. Partners are further governed by the terms and conditions under our Privacy Policy, Cancellation Policy, and Cookies Policy ("Other Terms").
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 Partners 15 days 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

Partners authorize byFood, directly and indirectly through the use of sub-agents, to (i) offer Experiences and E-commerce Products to Users on Partners' behalf, (ii) collect payments from Users for the Experiences and E-commerce Products. Partners 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 Partners' payment instruments or accounts, or as otherwise required in order to operate the byFood Platform.
ByFood facilitates the negotiation of the sale of Experiences and E-commerce Products between Users and Partners by way of the byFood Platform that contributes to increasing the Partners' goodwill, promoting the Partners' Experiences and E-commerce Products, and generally encouraging Users to place bookings and orders with Partners.

Experiences and E-commerce Products

To list an Experience, E-commerce Products or a Partner Service, you must submit the Become a Host Form and Experience or E-commerce Product 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 Partner, Experience, E-commerce Product or Partner Service will be published on byFood Platforms.'
To submit your Partner profile and Experience or E-commerce Product information, you must use our designated forms, and ensure that you will (i) provide complete and accurate information about your Partner profile and Partner Services (such as experience, description, pictures, location, and calendar availability), (ii) disclose any deficiencies, restrictions (such as house rules or shipping countries), 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 and E-commerce Product information (including calendar availability) up-to-date at all times.
Pictures, animations, or videos (collectively, "Images") used in your Experiences and E-commerce Products must accurately reflect the quality and condition of your Partner Services. We reserve the right to require that Experiences 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 Partner profile, Experience and Product information to be published on byFood Platforms at any time without notice to you. We further reserve the right to suspend or remove your Experiences and E-commerce Products at any time if you breach any terms of this Agreement, any Specific Agreement and/or our Other Terms.
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.

Experience Bookings

Whenever a User makes a booking of an Experience ("User Booking") through byFood Platforms, and you confirm the User Booking, you are entering into a legally binding agreement directly with the relevant User, and are required to provide your Partner Service(s) to the User 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 Users.
If you are sure about the availability of the Partner Services, you shall let the User place a booking instantly ("Instant Booking"), without needing confirmation from the Partner. Unless otherwise expressly stated, all of the conditions for User Bookings apply to Instant Bookings.
In the case of User Bookings (and not for Instant Bookings), the Partner has 7 days to confirm or reject the request. If the Partner does not take action in 7 days, the money will be returned and the User Booking will be canceled automatically.

E-commerce Orders

Whenever a User makes an order of an E-commerce Product ("User Order") through byFood Platforms, and you confirm the User Order, you are entering into a legally binding agreement directly with the relevant User, and are required to ship your E-commerce Products to the User as described in your E-commerce Product description when the order is made. The role of byFood shall remain as an intermediary, and not a party to the contractual relationship between you and Users.
In the case of User Order, the Partner has 7 days to confirm or reject the request. If the Partner does not take action in 7 days, the money will be returned and the User Order will be canceled automatically.

Partner's Responsibilities for Experiences

You shall provide the Experience or Partner Service in accordance with the representations and description of such Experience or Partner Service on which the Users 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 Users' food allergies, diets, or other preferences, and taking necessary actions based on the Users' needs.
You alone are responsible for identifying, understanding, and complying with all laws that apply to your Experiences.
Once a User has booked an Experience or Partner Service offered by you, you may not request the User to pay a higher price than the published price. You shall be responsible for all costs and expenses required to provide the Experience or Partner Service, and any increase in such costs and expenses shall not be charged to the Users or byFood.
You further represent and warrant that any Experience you post, and the booking or provision of any Experience or Partner 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 Partner Service is provided, tax requirements, and other rules and regulations (including having all required permits, licenses and registrations). As a Partner, you are responsible for your own acts and omissions.
When listing an Experience or Partner Service, you must, where applicable, fully educate and inform Users about (i) any risks inherent to the Experience or Partner 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 Partner Service (including dress codes, equipment, special certifications or licenses, etc.).
You must provide an Experience or Partner Service in person and may not allow any third party to provide the Experience or Partner Service on your behalf unless authorized by us in advance. Before you outsource the performance of your Partner 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 Partner 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 Users (and the individuals the User has booked for, if applicable) while participating in your Experience or using your Partner Service.
You shall notify us immediately if you cannot fulfill a User Booking. If you cancel a User Booking after you confirm it or if you cancel an Instant Booking, the full booking amount will be refunded to the User in the same currency with which the User booked the Experience, and the transaction fee (3.2% of the price of the Experience including consumption tax) will be deducted from the Partner'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 User, is more than the received amount in Japanese Yen from the User, the difference will be deducted from the Partner's account.
You shall promptly notify us of any complaints from a User about your Partner Services.

Partner's Responsibilities for E-commerce Products

You will provide accurate and complete E-commerce Product information for each product or service that you offer through byFood and promptly update that information as necessary to ensure it at all times remains accurate and complete.
You shall fulfill the E-commerce Products in accordance with the representations and description of such E-commerce Products on which the Users have relied to make their orders.
After the User Order is confirmed by you, you must ship E-commerce Product ("User Order") within 3 days.
You are responsible for confirming the User's address before shipping the User Order. Any costs associated with sending a User Order to a different address must be borne by you.
You are responsible for any non-performance, non-delivery, misdelivery, theft, or other mistake or act in connection with the fulfillment of User Orders. The User will be refunded 100% for the non-delivery User Orders. All the User Orders are insured by the Carrier company. Therefore you may apply to the Carrier to start the refund process. However, shipping fees are not refunded by the insurance.
If the E-commerce Products shipped are different from the E-commerce Products in the User Order, it is your responsibility to cover this cost. The User will be refunded 100% for the wrong E-commerce Products. You may ask the User to return the wrong E-commerce Products by bearing the return shipping cost. There might be additional taxes and extra fees for returning the wrong E-commerce Products. All the additional costs must be borne by you. You may also decide the User keeps the E-commerce Products in the case that return shipping fees are higher than the actual E-commerce Products.
If the E-commerce Products shipped are damaged during the shipment process, it is your responsibility to cover the cost. The User will be refunded 100% for the damaged E-commerce Products. As all the User Orders are insured by the Carrier company, you may apply to the Carrier to start the refund process.
You alone are responsible for identifying, understanding, and complying with all laws that apply to your shipment.
Once a User has ordered an E-commerce Product offered by you, you may not request the User to pay a higher price than the published price. You shall be responsible for all costs and expenses required to ship the User Order, and any increase in such costs and expenses shall not be charged to the Users or byFood.
You further represent and warrant that any E-commerce Product you post, and the order or provision of any E-commerce Product or Partner Service will (i) not breach any agreements you have entered into with any third parties, and (ii) comply with all applicable laws of international shipments, tax requirements, and other rules and regulations (including having all required permits, licenses, and registrations). As a Partner, you are responsible for your own acts and omissions.
You are responsible for any non-conformity or defect in, any public or private recall of, or safety alert of any of your E-commerce Products or other products provided in connection with your E-commerce Products. You will notify us promptly as soon as you have knowledge of any public or private recalls, or safety alerts of your E-commerce Products or other products provided in connection with your E-commerce Products.
You shall notify us immediately if you cannot fulfill a User Order. If you cancel a User Order after you confirm it, the full booking amount will be refunded to the User in the same currency with which the User Ordered the E-commerce Products, and the transaction fee (3.2% of the price of the Experience including consumption tax) will be deducted from the Partner'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 User, is more than the received amount in Japanese Yen from the User, the difference will be deducted from the Partner's account.
The transaction fee (3.2%of the price of the Experience including consumption tax) will be deducted from the Partner's balance if byFood needs to refund the User due to issues related to the E-commerce Product or the User Order after the User Order has been shipped.
You shall promptly notify us of any complaints from a User about your E-commerce Products.

Food for Happiness

ByFood's charitable initiative ("Food for Happiness") donates school meals to children in need through byFood Platforms. In addition to byFood's donations, the Partner has the option of also contributing to Food for Happiness Projects. The Partner decides the donation amount ("Food for Happiness Donation") for each User Booking/Order using their Partner panel. Partners who contribute to Food for Happiness Projects will be specially featured on byFood Platforms.
In the case that User Order or User Booking is fully refunded, the full donation amount will be refunded to the Partner's account. In the case that User Order or User Booking is partially refunded, the donation amount will not be refunded.

Price of Partner Services

The price of any Experience, E-commerce Product, or Partner Service to be provided by you on byFood Platforms shall be decided by you.
Any additional expenses that the Users may have to incur in order to enjoy certain additional options to the Experience or Partner Service must be specified in your Experience or the Users must be informed in advance that the price paid by the Users is exclusive of such options.

Partner Fee

You will be liable for a Partner fee of 15% of the price of your Partners Services (including consumption tax) ("Partner Fee") when contracts with Users are concluded by using our Services.

Payments

Users will pay for the Partner Services in accordance with the payment methods specified by us through byFood Platforms.
Payments for E-commerce Bookings collected by us, with the 15% Partner Fee (including any applicable taxes) and Food for Happiness Donations (if the Partner 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 User Bookings have been duly fulfilled by you, provided that no complaint from Users is received by us with regards to the quality or performance of your services.
Payments for E-commerce Orders collected by us, with the 15% Partner Fee (including any applicable taxes), Food for Happiness Donations (if the Partner chooses to contribute), 3.2% transaction fee of the shipping fee, refunds to Users (If any amount is refunded to the User), and 3.2% transaction fee of the refunded amount (If any amount is refunded to the User) subtracted, will be transferred to your designated bank account in Japanese Yen by the 15th day of the month following the month in which 7 days have passed after the User Order is delivered, provided that no complaint from Users is received by us with regards to the quality or performance of your services.

Taxes

As between the parties, the Partner will be responsible for the collection, reporting, and payment of any and all of Your Taxes. "Your Taxes" means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason (a) in connection with any advertisement, offer or sale of products or services by you on or through or in connection with byFood; (b) in connection with any products or services provided for which Partner Services are, directly or indirectly, involved as a form of payment or exchange; or (c) otherwise in connection with any action, inaction, or omission of you or your affiliates, or any persons providing products or services, or your or their respective employees, agents, contractors, or representatives, for which Partner Services are, directly or indirectly, involved as a form of payment or exchange.

Credit Card Fraud

ByFood will not bear the risk of (a) credit card fraud (i.e., a fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with User Orders and User Bookings. You will bear all other risks of fraud or loss.

Confidentiality

You shall not disclose or use any personal data or private information of the Users and/or the other guests in the User Booking ("User Information") acquired by you in the course of dealing with the Users and their bookings and orders, to any third party or for any purpose other than for the purposes of providing your Partner Services to the relevant Users.
You shall handle User Information in compliance with our Privacy Policy, and all applicable laws and regulations governing the protection of personal data in Japan.
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 E-commerce Products, your Partner 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;
Users' use of the Experiences, including any communications, interactions, or meetings with other participants in Experiences, or other persons with whom the Partners communicate or interact as a result of the Users' use of the byFood Platforms.
Users' use of the E-commerce Products, including any health issues after consuming food shipped by the Partner.
You agree and understand that we will not, in any way, be responsible for any loss or damage whatsoever incurred by Users in the course of the performance of your Partner Services, and that you will be fully responsible for such loss or damage incurred by Users 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 Users or third parties relating to your Partner Services, you will be fully responsible to resolve such complaints or claims, and all expenses in relation thereto.

Termination

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 Partners shall fulfill all User 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 Partner(s) with immediate effect without prior notice in one of the following situations where:
any representation, warranty or statement by a Partner in connection with this Agreement is not complied with or is proven to have been incorrect in any material respect when made;
a Partner 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 Partner;
a bankruptcy petition is presented against a Partner or a winding-up order is made against the Partner, 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 Partner is found to have done any inappropriate, immoral, or unlawful act or behavior to a User;
a Partner 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 Partner 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 User 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.

Intellectual Property

The Partner 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 Partner 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 Partner for any acts or omissions on the part of any third party platforms. The sole remedy for the Partner 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 Partner's experiences. Copyright for the content created by byFood belongs to byFood and may not be used by the Partner on other platforms.
The Partner is liable for any claim of third parties related to copyright infringements of content he has provided to byFood.

Exclusion of Anti-Social Forces

You represent and warrant that you do not or shall not in the future fall under any of the following: (i) an organized crime group; (ii) a member of an organized crime group; (iii) a quasi-member of an organized crime group; (iv) a related company or association of an organized crime group; (v) a corporate racketeer; or (vi) other groups equivalent to the above.
You also warrant that, in connection with this Agreement, you shall not, either by yourself or by way of third parties, conduct any of the following acts: (i) violent demands, (ii) improper demands in excess of legal responsibilities, (iii) acts of violence or menacing statements in relation to a transaction, (iv) spreading of rumors, use of fraudulent means of use of obstruction to harm the reputation of the other Party, or to obstruct the business of the other Party; or (v) any other act equivalent to any of the foregoing.
This Agreement or any outstanding firm purchase order may be terminated by either Party with immediate effect without notice in the event the other Party breaches its representations and warranties under 1st clause or 2nd clause of this Exclusion of Anti-Social Forces part. The terminating Party shall not be liable for any damages arising from or in connection with such termination.

Miscellaneous

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 efforts 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 the parties agree to submit to the exclusive jurisdiction of the Tokyo District Court of Japan as the court of the first instance to resolve any disputes which may arise hereunder.

Questions

If you have any questions regarding the interpretation of the provisions of this Agreement, kindly send your questions to partners@byfood.com.

Last Updated: September 21, 2022