Terms of Use

When you access our website, you agree to our terms and conditions, so please take a few moments to read these Terms of Use. By using our website, you are entering into a legally binding agreement. Please read these terms and conditions carefully before you start to use our website. You may wish to print a copy of these Terms of Use for your future reference.

Section A - General

General
1. These Terms of Use, together with the documents referred to within, regulate the use of our Website and define the legally binding terms on which you access, browse, register or otherwise use the Website and receive the services, (the "Services"). The Terms of Use apply to all users of the Website, including without limitation unauthenticated users, registered (authenticated) users ("Customers"), registered sellers ("Producers"), users who have registered to set up a local Market ("Hosts") and contributors of any content, material, information or services on the Website.
2. By using our Website in any manner, you confirm that you accept these Terms of Use and that you agree to comply with and be bound by them. You understand that breach of any of these Terms of Use may result in your rights to use the Services on the Website being restricted, suspended or withdrawn.
3. If you do not agree to these Terms of Use, you will not have access to the Website or use of the Services.
4. We may amend these Terms of Use at any time by amending this page. When changed, registered Customers will be required to accept the new Terms of Use before being able to continue use of the website. These Terms of Use were last updated on 11/01/2021.
Other Applicable Terms
These Terms of Use also refer to the following additional terms, which also apply to your use of our Website, as well as any other operating rules, policies or procedures that may be published from time to time on the Website, each of which is incorporated into these Terms of Use by reference and each of which may be updated by us from time to time:
- For Producers and Hosts only, the Terms of Use for Hosts and Producers , which accompany these Terms of Use and take precedence over them in the event of any conflict.
- As further detailed in clause 8 below, in respect of any payments made via the Website, Mangopay's Terms and Conditions apply: https://www.neighbourfood.ie//docs/MANGOPAY_Terms-EN.pdf (For UK: https://www.neighbourfood.co.uk//docs/MANGOPAY_Terms-EN.pdf).
- For every User of the Website, the Data Privacy Policy relating to the processing of personal data by the Company and the use of cookies on the Website, which accompany these Terms of Use, take precedence over them in the event of any conflict (the "Data Privacy Policy").
About
1. The Website is a site owned and operated by NeighbourFood Ltd., a private limited company registered in Ireland with a company registration number of 621051, and registered address of The Rosary, 4 Ballincurrig, Douglas Road, Cork, Ireland (the "Company", "We", "Us"). Our VAT number is IE3565533TH.
2. Our contact details are as follows:
  Postal address: NeighbourFood Ltd., The Rosary, 4 Ballincurrig, Douglas Road, Cork, Ireland
  Email: support@neighbourfood.ie
About The Website
1. The Website is an online marketplace allowing users who comply with our Terms of Use to create and manage, or simply join an online community which is set up and organised by a Host, in order to trade in groceries and other everyday items (the "Products"). Once registered, users can create personal profiles and use other services on the Website. Hosts are responsible for overseeing the sales facilitated by the Market (the "Sales") and coordinating the delivery of the Products ordered on the Website (including setting the dates and delivery locations).
2. The purpose of a Market is to establish a direct link between the suppliers of Products (the "Producers"), who wish to sell their Products through an alternative outlet to consumers.
3. We operate the platform and implement the tools and technical means to enable this relationship, but any contract for sale is made directly between the Customer and the Producer. We do not have possession of any Products offered for sale and are not directly involved in the transactions between Customers and Producers. The Company is not part of the contract of sale between Customers and Producers, nor any other contract concluded between Users of the Website. The Company accepts no liability for any issues which may arise during the conclusion of these contracts.
4. We do not review Producers’ offers or content on the Website. We have no control over and do not guarantee the existence, quality, safety or legality of Products advertised; the truth or accuracy of Producer’s offers, the ability of Producers to provide the Products; the ability of Customers to pay for Products; or the fulfilment of transactions, the smooth functioning of Collections, or the proper implementation of the contracts entered into between Customers and Producers. We do not provide a guarantee to Market Hosts or Producers regarding market outlets or the volume of customers, and shall not be liable to Market Hosts or Customers for any guarantee regarding the number and the diversity of Producers.
5. We do not provide any undertaking regarding,
  - the compliance of Orders with applicable laws and regulations;
  - the compliance of Products with applicable laws and regulations, including their preparation and/or labelling;
  - the conformity of delivered Products with the terms of the contract and the existence of possible hidden defects;
  - the risks linked to transporting, storing, conserving and delivering the Products; or
  - the compliance with hygiene and maintenance rules in regard to the Distribution site.
6. We cannot give any undertaking, that Products and/or services you purchase from Producers through the Website will be of satisfactory quality, and this and any other such warranties (whether expressed or implied) are disclaimed by us absolutely to the fullest extent permitted by law. This disclaimer does not affect your statutory rights against a Producer. Where you Order goods and/or services through the Website we may disclose your customer information related to that transaction to the relevant Producer.
Accessing our Website and Services
1. Our Website is made available free of charge to all users, save that the Company and the Market Hosts are paid through commission paid for by the Producers.
2. We do not guarantee that our Website, any Content or any of the Services, will always be available or be uninterrupted, or fault-free. Access to our Website is permitted on a temporary basis and we may suspend, withdraw, discontinue or change all or any part of our Website without notice at any time. We will not be liable to any user of the Website if for any reason the Website is unavailable at any time or for any period. Please note that content on our Website may be out of date at any given time and we are under no obligation to update it.
3. We do not guarantee that our Website, or any Content on it will be free from errors or omissions.
4. You are responsible for making all arrangements necessary to have access to our site and are responsible for ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and other applicable terms and conditions, and that they comply with them.
Membership and Registration
1. Our Services are available only to, and may only be used by, individuals who are 18 years and older and who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful.
2. Users who fulfil the requirements above and wish to join a Market must first register an account to become a Customer of the Website ("Account"), in accordance with clause 6.3 below, by completing all required fields on the Website registration form found here: https://www.neighbourfood.ie/join. Users, whether or not already a Customer, can also apply to become a Market Host or Producer, in accordance with the terms set out in the Terms of Use for Hosts and Producers, found here: https://www.neighbourfood.ie/terms-of-use-for-hosts-and-producers .
3. In order to register for an Account, you must provide an email address and secure password, which you may update at any time via the Website. You are solely responsible for keeping your log in details (including your password) confidential and must not disclose it or share it with anyone. You will be responsible for all activity and Orders that take place using your log in details. In the event of theft, loss, fraud or unauthorized use of a user’s password or account, you must contact us immediately at support@neighbourfood.ie. In such circumstances, we reserve the right to take any measures we deem appropriate.
4. Where we have reason to suspect or believe that there has or is likely to be a security breach or other misuse of the Website, we reserve the right to change your password to ensure that your account is no longer compromised.
5. As a user, you:
  1. represent and undertake that all Account information provided is accurate, up to date, honest and not misleading;
  2. commit to updating your Account information as and when it changes; and
  3. accept sole responsibility for any direct or indirect adverse consequences caused by the inaccuracy of this information or failure to update this information.
6. The information submitted to create or update an Account constitutes a proof of your identity. We reserve the right to verify, at any time, the accuracy of the information provided and to ask you for any additional documentation or information for the purpose of identity verification.
How to de-register
1. You can at any time decide to terminate your membership of a Market and/or change a Market, through the Markets Page in your Account.
2. In addition, you can de-register from the Website at any time by sending an email to support@neighbourfood.ie. We will send you confirmation that your account has been cancelled, after which point you will no longer have access to the Services. Orders placed before unsubscribing will nevertheless be carried out and you will be bound by the terms and conditions of the Order as if you were a Customer, until the Order is completed.
Payments on our Website
1. All payments made on the Website are processed by a third party payment handler, Mangopay, 10 Boulevard Royal, L-2449 Luxembourg, listed under company number B173459, a registered e-money company which provides services for the issuing, use and management of e-money ("Payment Service"). In Order to buy and sell Products advertised on a Market, Customers must register and create an electronic wallet account ("e-wallet"), with the Payment Service. Payment cards used for purchasing items on the Website will be saved by our Payment Service Mangopay but you will be able to remove any saved payment card details via your account section.
2. By having an Account, users agree to be bound by the Terms and Conditions of the Payment service https://www.neighbourfood.ie//docs/MANGOPAY_Terms-EN.pdf (or in the UK https://www.neighbourfood.co.uk//docs/MANGOPAY_Terms-EN.pdf). In the event of any conflict between the Terms and Conditions of the Payment Service on the one hand, and these Terms of Use and/or the Terms of Use for Hosts and Producers on the other, the latter will take precedence, with the exception of where applicable law demands the application of the Terms and Conditions of the Payment Service.
3. The Payment Service is solely responsible for these transactions.
Uploading Content onto our Website
1. Whenever you make use of a feature that allows the upload of content of any nature (including written, visual, audio, video or other content, including any offer of Products made by Producers) ("Content") to our Website, you must comply with the rules set out in these Terms of Use.
2. You are solely responsible for all Content you choose to upload to the Website, which means that if you provide Content in breach of these terms, you may be required to compensate anyone who suffers as a result. Accordingly, you must ensure to respect the usual rules of moderation, politeness, and cordiality with regard to any interaction with other users or exchange of Content on the Website.
3. You must not use the Website to knowingly harass, threaten, intimidate, blackmail or otherwise abuse another user and if someone asks you not to contact them again, you must not contact them via the Website again.
4. You must not use messages to send unsolicited advertising or promotions, requests for donations or "spam", or pass on email addresses or any other information on to third parties.
5. You undertake to us that you possess all the rights and authorisations necessary for the publication of any Content uploaded onto the Website and that the Content does not infringe any third party intellectual property rights. In the event that we receive a complaint in respect of any content posted by you it shall be your sole responsibility to deal with such a complaint and to compensate us for any loss suffered. We reserve the right to remove any such content immediately and/or provide your identity to any third party who is claiming that any such content contitutes a violation of their intellectual property rights, or rights to privacy.
6. You grant us a non-exclusive, perpetual, irrevocable, royalty-free, fully sub-licensable and transferable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such licence to use the Content you add to our Website, throughout the world in any media, including, for example, for our campaigning purposes or marketing materials. We will not use your Content for marketing or publicity purposes without first contacting you for your permission.
7. You agree to allow the Company to store or re-format your Content on the Website and display your content on the Website in any way we choose. We will only use personal information in accordance with our Data Privacy Policy.
8. You agree only to publish Content that is lawful, does not harm public Order, decency or the rights of a third party, does not violate any law or regulation and more generally, which is not likely to expose us to civil or criminal liability.
9. We act only as a hosting service provider and have no knowledge or control of the Content published by users in the context of the Services. Views expressed by individuals on our Website do not represent the views of the Company. We do not moderate, select, verify or control in any way the Content and we accept no liability for the Content posted by third parties. All complaints must be directed in the first instance to the author of the Content in question or the Market Host. You may, however notify us of any Content related complaints at support@neighbourfood.ie.
Prohibited Use of the Website
1. You must not use the Website for disseminating any of the following Content (this list is not exhaustive): - Content which is unlawful, harassing, pornographic, obscene, indecent, shocking, abusive, threatening, inappropriate for family viewing, vulgar, libellous, defamatory, injurious, violent, racist, xenophobic, or Holocaust denying;
  - dishonest, misleading Content, or Content which offers or promotes unlawful, fraudulent or dishonest activities;
  - material that encourages conduct that constitutes a criminal offence, results in civil liability or otherwise breaches any relevant laws, regulations or code of practice;
  - Content which is harmful to the IT systems of third parties (such as viruses, worms, Trojan Horses etc.); or
  - more generally, Content which is likely to violate the rights of a third party (including intellectual property rights, image rights, etc.) or to be prejudicial to third parties, in any manner or form.
2. In addition, you must not use the Website for any of the following purposes (this list is not exhaustive):
  - transmitting material containing any form of advertising or promotion for goods and services, junk mail, chain letters or "spam";
  - gaining unauthorised access to other computer systems;
  - interfering with any other person’s use or enjoyment of the Website;
  - impersonating another person or otherwise mislead as to the origin of Content;
  - the carrying out of illegal or fraudulent activities, or any activity violating the rights or safety of third parties;
  - the violation of public Order or of applicable laws and regulations;
  - intrusion of a third party’s IT system, or any activity likely to harm, control, interfere with or intercept part or all of a third party’s IT system, or to violate its integrity or safety;
  - the sending of unsolicited emails, and/or marketing or commercial solicitation emails;
  - manipulations aimed at improving the indexing of a third party website;
  - the collection and aggregation of any information present on the Website without the Company’s expressly given authorisation;
  - the assistance or incitement, in any manner or form, of one or several of the aforementioned acts and activities; or
  - more generally, any practice aiming to divert the Services to purposes other than those for which they have been created.
3. It is strictly forbidden for Users to copy and/or divert for their own purposes or those of a third party the concept, technologies or any other element of the Website.
4. Equally strictly forbidden are: (i) all behaviours likely to interrupt, suspend, slow or impede the Services’ continuity; (ii) all intrusions or attempts to intrude into the Company’s systems; (iii) all actions likely to divert the resources of the Website; (iv) all actions likely to impose a disproportionate burden on the Website’s infrastructures; (v) all violations of security or authentication measures; (vi) all acts likely to violate the rights and financial, commercial, or moral interests of the Company or of the Website’s Users; (vii) all actions aimed at suppressing, hiding or displacing the advertisements or promotional messages found on the Website; and (viii) any breaches of these general terms and conditions.
5. It is strictly forbidden to trade, sell or grant all or part of the access to the Services or to the Website, as well as to the information which is hosted and/or shared on it.
6. You warrant that any Content you upload and your use of the Website complies with the standards set out in these Terms of Use, and you will be liable to us and indemnify us for any breach of that warranty. If you are a consumer user, this means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
Intellectual Property
1. We are the owner of all intellectual property rights in the Website and any materials published on it. These rights are protected by copyright laws and treaties around the world. All such rights are reserved. You may only access and use the materials for personal use and you may not otherwise reproduce, distribute, publicly perform, publicly display, modify or create derivative works of the materials (or authorise others to) for commercial gain, without a licence to do so from us.
2. We own or are the licensee of all rights, titles, interests, in and to the Website, including all rights under patents, copyrights, data base rights, design rights, trade secrets, trademarks, and any and all other proprietary rights, including all applications, renewals, extensions and restorations thereof. Any disassembling, decompilation, decryption, extraction, re-use, copying, or more generally any act of reproduction, representation, transmission or use of any of these elements, in part or in whole, without the authorisation of the Company is strictly forbidden and may be subject to legal action.
No reliance
1. The Content on the Website is provided for general information only and is not intended to amount to advice on which you should rely. Although we make reasonable efforts to update the information on our site, we make no representation, warranty or guarantee, whether express or implied, that the content on our site is accurate, complete or up-to-date and you acknowledge that any reliance on such information will be at your own risk.
2. We have no obligation to verify the content of such information or to edit any such information provided by third parties.
Limitation of Liability
1. Nothing in these Terms of Use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by Irish law.
2. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied.
3. We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
  - use of, or inability to use, our Website; or
  - use of or reliance on any Content displayed on our Website.
4. In respect of Producers and Market Hosts only, please note that in particular, we will not be liable for:
  - loss of profits, sales, business, or revenue;
  - business interruption;
  - loss of anticipated savings;
  - loss of business opportunity, goodwill or reputation; or
  - any indirect or consequential loss or damage.
5. If you are a consumer user, please note that we only provide our Website for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
6. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website or to your downloading of any content on it, or on any website linked to it.
7. We assume no responsibility for the content of websites linked on our Website. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
Viruses
1. We do not guarantee that our Website will be secure or free from bugs or viruses.
2. You are responsible for configuring your information technology, computer programmes and platform in order to access our Website. You should use your own virus protection software.
3. You must not misuse our Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Website, the server on which our site is stored or any server, computer or database connected to our Website. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Criminal Damage Act 1991. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website will cease immediately.
Linking to Our Website
1. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
2. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
3. Our Website must not be framed on any other site, nor may you create a link to any part of our site other than the home page or a Market home page.
4. We reserve the right to withdraw linking permission without notice.
5. The website in which you are linking must comply in all respects with the content standards set out in these Terms of Use.
6. If you wish to make any use of content on our site other than that set out above, please contact support@neighbourfood.ie.
Third Party Links
1. We can under no circumstances be held responsible for the technical availibility of third party websites from which you gain access via the Website.
2. We accept no liability for content, advertising, products and/or services available on such third party websites and we are not responsible for any transaction occurring between you and a third party website.
Advertising
We reserve the right to insert on any page of the Website or in any communication with users any form of advertising or commercial message. You understand that we may transmit any advertising content or promotional content on the Website and in its communication with you or other users.
Waiver
Any failure by us to require strict performance of any of your obligations under these Terms of Use, and any failure by us to exercise any of the rights or remedies to which we are entitled, shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any of these terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
Severability
If any of these Terms of Use are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
Indemnity
If you are accessing the Website in the course of a business, you will indemnify and hold harmless the Company against any charges, complaints, actions and/or claims for which the Company could be held liable following any violation by you of any one of your obligations under these Terms of Use, and/or the Terms of Use for Hosts and Producers to the extent they apply and you undertake to compensate us for any liabilities to which it could be subject and to pay for all the fees, charges and/or sentences to which we could be subject as a result.
Sanctions of breaches
1. In the event of any breach of these Terms of Use (and/or of the Terms of Use for Hosts and Producers to the extent they apply) or violation of applicable laws or regulations, we reserve the right to take any appropriate measure, including without limitation:
  a) suspending or terminating access to all or part of the Services of the User who committed the breach or offence and any User who participated in any such breach;
  b) removing any content published on the Website;
  c) publishing on the Website any notice that the Company deems useful;
  d) alerting all relevant authorities; and/or
  e) taking legal action.
2. Any suspension or termination shall take full effect on the date we send the communication to the User and the User’s account will be automatically cancelled without further notice, without prejudice of any other rights we may have.
Trademarks
"NeighbourFood" is a Trade Mark (TM) registered to NeighbourFood Ltd. (Registered Address: The Rosary, 4 Ballincurrig, Douglas Road, Cork, Ireland).
Applicable law and jurisdiction
These general terms and conditions are governed by Irish law. In the event of a dispute regarding the validity, interpretation and/or execution of these general terms and conditions, the parties submit to the exclusive jurisdiction of the Irish courts.

Section B - Sales Process

The following section explains the process by which Customers buy and sell Products on the Website via the Market sales space. Once you have registered an Account and selected a Market to join, you will be able to access any sales taking place within your chosen the Market ("Sales"). You cannot take part in a Sale unless you are registered with the Website and a member of at least one Market.

How the contract is formed between Customers and Producers
1. Please note that when you purchase Products on the Website the resulting legal contract is between you and that Producer and is based on the terms set out in this section B (the "Agreement"). Even though we may help facilitate the transaction, all transactions are entered into between you and the Producer, and we shall not have any liability, obligation or responsibility in connection with any transaction between you and the Producer.
2. Each Order you place shall be deemed to be an offer by you to purchase the Products subject to this Agreement and the applicable product details. After you place an Order, you will receive an e-mail acknowledging that we have received your Order ("Order Acknowledgement"). However, please note that the Order Acknowledgement does not mean that your offer has been accepted. The Producer’s acceptance or non-acceptance of your Order will take place as described in section 1.3 below.
3. No Order shall be deemed to be accepted by the Producer unless the minimum revenue threshold for that specific Producer has been reached, or the Producer decides, notwithstanding that the minimum revenue has not been met, to fulfil the Order. The contract between you and the Producer will be formed when the Order confirmation email (the "Order Confirmation") is sent to you and will relate only to those Products and/or services notified in the Order Confirmation.
4. You understand that if a Producer’s minimum revenue threshold has not been reached the Producer is not compelled to accept your offer and, accordingly, may not fulfil Orders made by you on the Website. You will receive an Order Confirmation via email, confirming whether an Order will be fulfilled in whole, fulfilled in part, or not fulfilled at all, as the case may be, at least 6 hours before the intended collection time.
5. You should carefully review the terms of this Agreement, the Order Confirmation and the applicable details on the product page in relation to the Order.
6. When an offer to purchase has been accepted, Producers will do all that they can to ensure that your Order is fulfilled. Products are, however, subject to availability, market and weather conditions and seasonal changes so there may occasions that a Product is not available for collection. If Producers are unable to deliver an item you have ordered, you will not be charged for it. We will, however, bear no liability for unavailability of Products.
Access to the Sales
1. Each Market includes a space (the "Sales Space") in which Customers place their Orders directly with the Producers (the "Orders") and provide payment. The sale of Products is settled directly between Customers and Producers within the Sales Space of each Market.
2. As a result, it is compulsory for Customers to access the Sales Space to place their Orders. Customers are forbidden from proceeding in any other manner. Any sale conducted outside the Sales Space will not be considered as having taken place on the Website and releases the Market Hosts and the Company from the obligations to which they are subject in these Terms of Use and the Terms of Use for Hosts and Producers.
3. A Sale is organised through the Website as follows:
  1. Before any Sale, Producers must have created notes summarising the characteristics of their Products (the "Product File") and establish conditions according to which they intend to sell the Products, in particular with respect to quantity and price (an "Offer"). They must also set the minimum threshold of Orders required for an Order to be approved and for the Products to be delivered by the Producer in question, in accordance with the conditions set out hereafter.
  2. Prior to and during the Sale, the Market Host selects the Offers which will be put forward for Sale, according to the nature of the sale he or she intends to organise, and fixes the date (the "Collection Day"), as well as the timetable (the "Timetable") in which the delivery of the Products will take place (the "Collection"). He or she informs the Producers of the selected Offers, the Collection Day and the Timetable.
  3. He or she opens the Sales and informs the Customers of the Market at least 96 hours prior to the Collection.
  4. The Market Host may also add new Offers at any time during the Sale.
  5. The Market Host and the Producer may also modify or withdraw Offers at any time. However such modifications or withdrawals bear no consequences on Orders placed by Customers before such modification or withdrawal.
  6. The Producer is irrevocably bound by the Orders placed in response to his or her Offers, and is not permitted under any circumstances to refuse to carry them out with the exception of the following cases:
    (i) force majeure;
    (ii) unavailability of the Products, in which case the Producer is to explain to the Company and Customers the reasons for such unavailability; or
    (iii) the minimum threshold for Orders required by the Producer is not reached.
  7. The Sale is automatically closed at the latest at 2:00 AM the day before the delivery. However the sale of certain Products (for instance, meat and dairy products) may be closed at any time for reasons relating to organization, availability or logistics.
  8. Producers will have a period of time after a Market closes, in which to decide on whether to fulfil Orders for a Collection if they haven't reached their minimum threshold of orders.
  9. If at the time a Sale is closed, the minimum threshold of Orders required by a Producer has not been reached, the Website will immediately inform the Customers affected that the Sale between the Customers and the Producers has been cancelled, having failed to reach the required threshold. This notification will come in the form of an email.
  10. In the event of a cancellation, Users will be informed, notably via the Order Confirmation (as defined below) which they are sent.
  11. After the closure of a Sale, the Company will produce an Order Confirmation for each Customer and Producer, summarising:
    (i) for each Producer: Order details by Customer, the total price of each Order and the price per Product, as well as the information relating to delivery (address, contact, Collection Day and Timetable); and
    (ii) for each Customer: the details and total price of his or her Order, the price per Product bought, as well as information relating to delivery (address, contact, Collection Day and Timetable).
  12. The Order Confirmations are communicated by Market Hosts to Customers and Producers at least 6 hours prior to the Collection Day.
  13. Payment of Orders as well as Delivery and Collection of the Products are completed in accordance with the provisions in sections 4 and 5 below.
4. The Market Host may be assisted in the implementation of Sales and Collection by any User of his or her Market. Such Users acknowledge that they are acting voluntarily and in the spirit of shared community. In this respect, they waive any entitlement to remuneration, compensation or damages.
Placing Orders
1. The Sales Space and our communications to you in relation to any Order or contract will be in English. The Sales Space allows you to review your Order and make any corrections before submitting it to us and by submitting the Order you confirm that you have made any such corrections.
2. To place an Order, Customers must select the Products from the list of Offers presented by the Producers and then selected by the Market Host. All Orders must be made within the Order deadlines specified on the Sales Space.
3. The Customer can access a summary of the Products in their basket at any time before their Orders are confirmed. The Customer can correct potential errors at any time before the deadlines published on the Market page. Customers receive an Order Confirmation from the Market Host at the latest 6 hours before the Collection Day.
4. Submission of an Order amounts to an offer to enter a contract to buy the Products from the individual Producers. Furthermore, as long as the Sale is open, Customers may directly cancel their Order from the Website or contact as quickly as possible the Host for assistance in cancelling their Order. The Host will endeavour to assist them with such cancellation. As soon as the Sale is closed, Customers are irrevocably bound by their Orders once the Order Confirmation is sent and such confirmed Orders cannot be cancelled as set out in section 6 below. No Order can be cancelled and no new Orders may be placed after the Sale is closed and the Order Confirmation is sent to the Customer.
5. The Company provides Customers with a technical tool summarizing their Orders and the history of their payments, which is accessible from their Account Page.
Price and payments
(a) Mechanisms of payment
1. The sale prices of Products are displayed in the Offers, and are the exclusive responsibility of Producers. They are given in Euro (€) in Ireland and Pound Sterling (£) in the UK and include any tax. The sale price fixed by the Producers includes all commission owed to the Market Host and to NeighbourFood Ltd.. No supplement may be billed for the delivery and the Collection of Products on the Collection Day.
2. The total price is stated in the Offer at the time the Order is placed and is due for payment when the Order is placed.
3. Payment is made online, through the Payment Service or by any other means offered on the Website.
4. Payment must be received before completion of the Sale. A payment authorisation is produced and the Customer's bank account will be immediately debited.
5. The Company will issue an invoice in the name of and on behalf of the Producers for all purchases made after the Market Host has approved delivery of the Products as set out herein.
  
  (b) User Electronic Payment
6. When Customers carry out a payment in accordance with the conditions set out above, the payment process takes place in the following manner:
  (i) Once a Customer has placed his or her Order, he or she is invited to provide payment in accordance with the mechanisms described in paragraph a) above.
  (ii) The Customer's bank account is immediately debited in the amount corresponding to the sum total of Orders placed.
  (iii) The sum debited from the Customer's account is automatically transferred to the Customer's e-wallet.
  (iv) Refunds for Customers must be processed before a Collection is marked as completed. Refunds will need to be dealt with outside of the NeighbourFood platform after a Collection is marked as closed
  (iv) Once a Host marks a Collection as completed, funds are transferred to the Producers and Host e-wallet and then transferred to their bank account. Transfers to the Producers and Host bank accounts can take up to 2 business days to process.
  (v) Commission due to NeighbourFood Ltd. is paid after a Host marks a Collection as closed.
7. An E-Wallet is allocated to the Customers in Order to implement the Services, and to provide the payment described above. This E-Wallet is linked to the bank account Customers use to pay for purchases they make on the Website.
8. When Customers carry out a payment in accordance with the conditions set out above, the payment process takes place in the following manner:
  - Once a Customer has placed his or her Order, he or she is invited to provide payment in accordance with the mechanisms described in paragraph a) above.
  - The Customers bank account is immediately debited in the amount corresponding to the sum total of Orders placed.
  - The sum debited from the Customers account is then held in the E-Wallet.
  - Upon the Host closing of the Collection, the payment is transferred to the Producers Electronic Wallet. In the event that a Collection is cancelled, particularly if the minimum threshold of Orders set by the Producer is not reached, the sum corresponding to undelivered Products will then be refunded directly to the Customers bank account.
  - The commission due to the Market Host and NeighbourFood is then debited and immediately transferred by the Payment Service, from the Producers E-Wallet to their bank account.
Delivery of the Products
1. Delivery of the Products at a Collection is carried out in accordance with the following provisions:
  1. It is carried out directly between the Customers or their Agent and the Producers or their Agent on a delivery site chosen by the Market Host.
  2. The Market Host is present on the Collection Day during the Timetable and verifies the conformity of the delivered Products with the Order Confirmation.
  3. Customers commit to taking delivery of the Products they have ordered through the Market to which they belong, directly from the Producers or their Agent, on the Collection Day and during the Timetable. Customers must also immediately verify the conformity of the Products with the Order Confirmation, in the presence of the Market Host. Customers cannot refuse or return any Product which matches the Order Confirmation.
  4. If a Customer does not receive all of the Products he or she has ordered, he or she must immediately inform the Market Host. In this event, the Customer will be refunded the sum corresponding to the undelivered Product(s).
  5. The Market Host must either return all Products, which a Customer has failed to take delivery of beyond the Timetable to the Producer or their Agent along with any items not in conformity with the Order Confirmation; or make arrangements with the Customer for an alternative collection point upon agreement with the Producer.
  6. Customers expressly accept that they are not able to ask for a refund or a later delivery of Products which they have ordered but failed to take delivery.
  7. In the absence of any confirmation according to the provisions set out above, the delivery of Products in accordance with the Order Confirmations will be considered confirmed by the Market Host.
  8. Confirmation of delivery of the Products entails the issuing of invoices, to the Customers and Producers by any appropriate means, as well as commission invoices for the Company and Market Hosts, which are sent to the Market Hosts and the Producers by any appropriate means.
  9. Any registered Customer can assist other registered Customers, in compliance with these Terms of Use and the Terms of Use for Hosts and Producers if they shall apply. This Customer agrees to intervene in a voluntary basis and in accordance with a collaborative and community approach. This Customer agrees not to claim any remuneration or compensation of any form whatsoever for its services.
2. Delivery of the Products by the Host or nominated agent of the Host is carried out in accordance with the following provisions:
  1. Offering delivery as a service is at the discretion of the Host and operated by the Host or nominated agent by the Host.
  2. NeighbourFood accepts no responsibility for the storage and transport of goods or personnel performing the service.
  3. It is at the discretion of NeighbourFood to suspend a Markets delivery service due to unprofessional practice.
  4. Any issues or damages cause during the delivery service are the responsibility of the Host and renumerations due to either Producers or Customers must be arranged external to the NeighbourFood platform.
  5. The person performing the delivery whether a nominated 3rd party or the Host themselves must hold a valid full license and insurance.
  6. The person performing the delivery must be presentable and represent the NeighbourFood brand to the highest standard.
  7. While performing the delivery it will be the responsibility of the Host to store the products correctly, in line with food safety requirements.
Complaints
Users commit to submit complaints only to the Market Host regarding the Products or the Services. The Market Host will transmit these accordingly, to the Producers and/or the Company. An answer will be provided as soon as possible.

Terms of Use For Hosts and Producers

These Terms of Use outline the rights and obligations of all Market Hosts and Producers registered on the Website (together, the "Professionals", "you" or "your") and should be read in conjunction our website’s general terms of use (the "Terms of Use") at https://www.neighbourfood.ie/terms-of-use.

Defined terms, unless otherwise indicated herein, shall have the same meanings as in the Terms of Use. To the extent that any provisions of the Terms of Use conflict with these Terms of Use, these Terms of Use shall prevail with respect to all Professionals. Sections A and E apply to both Market Hosts and Producers alike. Section B applies to Market Hosts only. Section C applies to Producers only. Section D sets out the Company’s obligations.

Section A - General

You are fully aware that in order for us to implement the Services, you will collect and process Users’ personal data, including Customers’ personal data. Therefore, you are required to comply with the legal framework relating to the protection of personal data and our Data Privacy Policy (the "Data Privacy Policy").

You are required to confirm your acceptance of these Terms of Use and confirm that you agree to comply with and be bound by them by ticking a box confirming your agreement at the time of registration as an Market Host or Producer, as applicable.

If you do not agree to these Terms of Use or the Data Privacy Policy, you must not register as a Professional on the Website and you may only access the Website and use the Services as either a Customer or a guest, subject to the Terms of Use.

Section B - Provisions Applicable to Market Hosts

The organisation of the Market is a professional and commercial activity in which you act, with complete independence and at your own risk, as a link between the Customers and Producers registered with your Market. Nothing contained in the Terms of Use, these Terms of Use or from the practical organisation and operation of the Market (the "Services"), shall be construed or have effect as constituting any relationship of employer and employee, employer and worker, partnership or joint venture between the Company and you, or between the Company and anyone supplied by you to perform any part of your Services as Market Host. The Terms of Use, these Terms of Use or the Services shall not constitute you or anyone supplied by you to perform any part of the Services as Market Host being an agent or a worker of the Company.

You, in your capacity as Market Host, are not party to the sales contract between Customers and Producers and will not be responsible for the performance of the contract between the Customers and Producers or the quantity, quality, transportation, storage, conservation, delivery or compliance of any Products supplied by the Producers.

Obligations of Market Hosts
You are required to comply with all applicable laws and regulations (including any statute, regulation, by-law or subordinate legislation in force from time to time, the common law and law of equity, any binding court order, any applicable industry code, policy or standard and any requirement of a regulator to which you are subject ("Applicable Law")) and to pay all taxes, National Insurance contributions, levies or duties to which you may be subject, and to provide all benefits which you are required to provide, through your creation, development and management of your Market and, more generally, through your use of the Website.

You are required to comply with each of the Terms of Use, these Terms of Use and the Data Privacy Policy at all times. You shall ensure that (i) all Sales take place and are managed exclusively through the Website and (ii) you only solicit Customers through the Website (and any other means made available by the Company).
Application Process
If you wish to organise an Market you must first register with the Website as a Host.

You must provide all information and documentation requested as part of the application process. Incomplete application forms will not be considered. We may request any additional information which we, in our sole discretion, deem necessary as part of the application process. We have complete discretion in determining whether to accept your application, taking particular note of whether your application demonstrates that you are capable of providing the successful delivery of Services, organisation of Sales and Collections according to our material, technical and commercial requirements.

You will be informed by email of the outcome of your application. Should your application prove successful you will be directed to follow the instructions provided to you on the Website or in the confirmation email we send you.

Should your application prove unsuccessful you may continue to be involved with the Website as a Customer in any Market or use the Services as a guest. In no event will you have any recourse against the Company or any right to request compensation from the Company as a result of an unsuccessful application. Procedure for Creating and Opening an Market.

Preparation

Should your application be successful you shall immediately begin the preparation of your Market, unless postponed by the Company (the "Preparation").

As part of Preparation, unless delayed by us, you will be required to find a suitable Collection site for the Delivery of Products ordered by the Customers of the Market within 2 weeks of receiving confirmation that your application has been successful (or from receipt of a notification from us that you can commence Preparation if previously delayed by us). At the end of this 2 week period you will be required to provide evidence to us that:
a) you are legally authorised to occupy your chosen venue, whether temporarily or otherwise;
b) the venue allows for the organisation and the realisation of the Sales and the Collection in accordance with the terms of these Terms of Use and the Terms of Use and will ensure that the Services are well executed; and
c) the venue conforms with all legal requirements and regulations applicable to the Services.

We may also ask you for any additional documentation or information which we, in our sole discretion, deem necessary as part of Preparation. If you are unable to provide the Company with the evidence required above within 2 weeks, we may decide in our sole discretion to revoke your Market Host status for the Market in question. You may, however, continue to use the Services as a Customer or a registered user.

Building

You shall not commence the building of your Market (the "Building") until we have approved the proposed Collection site during Preparation and you have notified us of your intention to proceed with the launch of the Market and to undertake its Building.

During the Building phase, you are required to develop a database of the Customers and Producers that will form part of your Market. You will be required to do the following:
a) provide us with any documentation relating to your professional status, all relevant identification documents, as well as any documentation that evidences the completion of administrative, fiscal and social obligations;
b) provide us with the Collection Day and Timetable which you propose for the first Collection, which shall be subject to our prior approval; and
c) upload the relevant documentation so that our Payment Service Mangopay can validate your business and set you up for commission payments.

If you are unable to provide the Company with any of the information required above, we may in our sole discretion refuse the opening of your Market. The Market must be opened in accordance with these conditions within 6 months of the launch of Building. If a Market is not validly opened within this 6 month period due to any fault of yours, we may suspend you from acting as an Market Host. You will not be entitled to claim any damages, compensation or remuneration solely as a result of such suspension.
Opening of the Market and Sale Space
Following Building, the Market will go live via a dedicated space on the Website, and the Sale Space will be opened to members of the Website. The opening date of the Sales Space will be determined by us in our absolute discretion. We reserve complete discretion to delay the date and/or to decide that the number of Customers and/or Producers is insufficient and/or due to our management or organisational constraints.
Organisation of the Market
You shall be responsible for the management and organisation of all Markets that you operate via the Management Space. In particular, you will be responsible for:
a) ensuring that the information included on the Market's homepage, which introduces the Market and provides the Market’s latest news, is kept up to date;
b) managing of the Customers and Producers, including the database of Customers and Producers, and, more generally, of the Market in accordance with these Terms of Use;
c) organising of the Sales in accordance with the procedures laid down in the Terms of Use. In this regard, you confirm that you understand and accept that:
i. you will act with due diligence and in good faith
ii. you are responsible for and assume liability for all information you provide in the course of the approval of Products for Collection. In the case of an error or an omission to the detriment of the Customers and/or the Producer, you will bear all costs and accept that we shall not be liable in this respect; and
iii. the information contained in the aforementioned approval shall be admissible for the calculation of your remuneration, without any possibility of dispute; and
d) employing all personnel provided by you to operate the Markets. You warrant and represent that all such personnel are employed by you under a written contract of employment, and you undertake to immediately inform the Company in writing if any such person performing any part of your obligations under the Terms of Use, these Terms of Use ceases to be employed by you.

To assist with the management of your Market, we shall ensure that the following functionality is made available in the Management Space: (i) a space for the invitation of Customers; and (ii) a space to search for and invite Producers, which allows you to contact any Producer registered on the Website.

You will shall endevour to encourage all producers to be present for the duration of a Collection in order to maintain our ethos of direct to consumer trade.
Remuneration of the Market Host
1. Your Remuneration as an Market Host (of a NeighbourFood branded market) will consist in a commission of 10.00% of the amount, excluding taxes, of the sales revenue made by the Producers for each Sale with the Customers of your Market.
2. Your Remuneration as an Market Host (of a white labelled branded market) will consist in a commission of 9.00% of the amount, excluding taxes, of the sales revenue made by the Producers for each Sale with the Customers of your Market.
3. This commission has to be paid by the Producers. You will not perceive this commission in case of the cancellation of the Sale or if the Products are not delivered. Your Remuneration will be paid to your e-wallet, within the terms set in Section B - Article 4 of our Terms of Use.
4. You authorise us to invoice, in your name and on your behalf, your commission to the Producers for each Sale. All payments will be made inclusive of VAT where applicable. We shall provide you with a technical tool that summarises bills generated and payment history, which is accessible from your portal.
Unavailability
You must provide the entire Market community with reasonable notice in the event that any Collection Days will not be held on the advertised date. If you are unable to maintain a Collection Day despite the Sales having already been finalised, you must immediately inform the Customers and Producers of the Market and seek to find in good faith an alternative arrangement.
Closing a Market
You can choose to close your Market at any time and for any reason, provided that:
a) the Customers and Producers are given at least 1 months’ notice;
b) any existing Sales are carried out;
c) you have fulfilled all obligations incurred under all transactions;
d) you have informed us of your intention to close the Market 1 months in advance; and
e) you have received all commission due for Sales carried out before the date of closure.

We shall also have the right to close any Market:
a) that, after 6 months activity, has not yielded at least twenty (20) orders a month for a period of three (3) consecutive months by providing one (1) month’s notice of the Company’s intention to do so. You will have no right to any damages, compensation or remuneration as a result of such closure; or
b) in the event that you are in breach of these Terms of Use and/or Applicable Laws and if capable of remedy you have failed to remedy such breach within 14 days of notice from us informing you that you are in breach. In this instance, we also reserve the unequivocal right to exclude you from the Website.

Following receipt of a notice to close the Market from us, you must:
a) promptly inform all Customers and the Producers of the closure;
b) abstain from organising any further Sales; and
c) carry out your obligations under these Terms of Use and the Terms of Use until the Market has been closed.
You will be fully responsible to all Customers and Producers for the consequences of the closure of your Market.

Closure of an Market, whatever the cause, automatically entails the loss of your Market Host status. However, provided you have not been excluded from the Website, you may continue to use the Services as a Customer or registered user.
Indemnification of the Company
You shall at all times indemnify and keep indemnified the Company on demand from and against any and all costs, claims, penalties, liabilities and expenses incurred in respect of:
a) income tax, National Insurance contributions, VAT or other contributions or benefits due by you in relation to the organisation of the Market; and
b) the warranty and representation set out at 4(e) above being untrue, and/or non compliance with the undertaking set out at 4(e) above.
Restrictions on Ceasing to be an Market Host
Since you are likely to obtain confidential information in the course of providing the services of Market Host to the Company, and you are likely to gain personal knowledge of and influence over Producers and Customers, as well employees of the Company and others performing services for the Company, you hereby agree with the Company that in addition to the other Terms of Use and without prejudice to the other restrictions imposed upon you by law, you will be bound by the covenants and undertakings contained in this Section B-9. In this Section B-7, unless the context otherwise requires:
"Customer" means any person who is a Customer of the Market during the Relevant Period and with whom you (or any of your personnel) had direct contact during the Relevant Period;
"Relevant Period" means the period for which you are an Market Host;
"Restricted Employee" means any person who was a director, employee or consultant of the Company at any time within the Relevant Period who by reason of that position and in particular his seniority and expertise or knowledge of confidential information of the Company or the Producers, or knowledge of or influence over the Customers, Prospective Customers or contacts of the Company, is likely to cause damage to the Company if he were to leave the employment of the Company and become employed by a competitor of the Company; and
"Restricted Period" means the period commencing on the date your appointment as an Market Host terminates and continuing for 6 months thereafter;
Both during the Relevant Period and during the Restricted Period, you will not, without the prior written consent of the Company, whether by yourself, through your employees or agents or otherwise and whether on your own behalf or on behalf of any person, directly or indirectly:
a) in any geographic area in which the Market is active at the time you were the Market Host, carry on, be concerned or assist in any way, a business which is or would be in competition with any part of the Company as it was carried on at the time you were an Market Host;
b) canvass, solicit or endeavour to solicit or induce, or otherwise seek or accept the custom of any Customer;
c) canvass, solicit or endeavour to solicit or induce any Producer to cease to deal with the Company and shall not interfere in any way with any relationship between a Producer and the Company; or
d) employ or engage, or offer to employ or engage, or solicit or otherwise entice or attempt to entice away from the Company, any Restricted Employee.

You also hereby undertake to the Company that you will not at any time:
a) during the period in which you are engaged by the Company to provide the services of Market Host or after the termination of that engagement, engage in any trade or business or be associated with any person engaged in any trade or business using any trading names used by the Company or any Group Company, including the names or incorporating the words "NeighbourFood Market" or "NeighbourFood";
b) after the termination of your engagement by the Company make any public statement in relation to the Company or any Group Company or any of their officers or employees; or
c) after the termination of your engagement by the Company represent or otherwise indicate any association or connection with the Company or for the purpose of carrying on or retaining any business represent or otherwise indicate any past association with the Company or any Group Company.
Each undertaking in this section 7 above is a separate undertaking of the Market Host and shall be enforceable separately and independently by the Company. Each such undertaking is considered fair and reasonable by the parties.

Section C - Provisions Applicable to Producers & Responsibilities of Producers

Overview
You are required to:
- comply with all Applicable Laws and to pay all taxes, levies or duties to which you are subject as a result of your commercial activity as a distance seller and more generally in the context of your usage of the Website. You agree and understand that the Market Hosts and the Company will under no circumstances have liability in this regard;
- comply with all Applicable Regulations and Laws that apply in the country you carry out your professional activity regarding particularly, but not limited to:
- the Products presentation, packaging and labeling, the price setting,
- hygiene and security, particularly, but not limited to, during the production, processing, packaging, transportation, storage and distribution of the Products. The Producer shall ensure that the venue for the Delivery comply with all legal requirements and applicable regulations, in particular oversees the proper upkeep and the hygiene of the Delivery site. If not, the Producer shall invite the Market Host to adapt or change the venue. If any of the required changes are missing, the Producer may cease to deliver the Market without observing the period notice that shall apply in any other situation.

You are required to comply with each of the Terms of Use, these Terms of Use and the Data Privacy at all times.
You shall not use the Website to organise any sales outside of the Website. You may only sell Products at the Collection site that you have sold via the Website and you must not make any additional sales at a Collection site which have not been made via the Website. You are solely responsible for the Offers that you provide through the Website and the compliance of these with applicable laws and regulations in the country in which you operate. You are solely responsible for the fulfilment of the sales contract with the members as well as for the quantity, quality and compliance of the delivered Products and the risks linked to their transportation, storage, conservation and delivery.

You shall ensure that the Products you offer for sale through the Website are available and that you have all required rights and authorisations to sell these Products. If you wish to be listed as a Producer on the Website you must register with the Website as a Producer.

Your participation as Producer on the Website or in a new Market can be initiated in one of two ways:
- by your acceptance of an invitation from the Market Host or us; or
- by a direct request from you, subject our’s and the Market Host's approval.
You must fully complete the following application forms which can be found on our Website:
- a form relating to your professional life, illustrated should you wish with a gallery of photographs showing your establishment and team (the "Producer Folder"); and
- a form relating to the proposed Products to be sold, with corresponding photographs should you wish (the "Product Catalogue").
You shall ensure that the information provided in the Producer Folder and the Product Catalogue remains accurate and up to date at all times.
You must also:
- provide the Company with any official document evidencing your status as a professional, any related identity document, as well as any documentation which evidences your fulfilment of any required administrative, fiscal and social obligations; and
- upload the relevant documentation so that our Payment Service Mangopay can verify your business and set you up for pay-outs to your bank account.
You must provide all the information and documentation requested as part of the application process. Incomplete forms will not be considered.

We also reserve the right to request any additional information which we, in our sole discretion, deem necessary as part of the application process. We have complete discretion in determining whether to accept your application, taking particular note of whether your application demonstrates that you are capable of providing the successful delivery of Services and organising Sales and Collections according to our technical and commercial requirements. You shall have no recourse against us and no right to request compensation from us for any unsuccessful application. However, an unsuccessful application does not preclude the opportunity to participate in Markets as a Customer or to use the Services as a guest.
Successful Applications
If you are successful in your application to register as a Producer, you will be invited to add your product catalogue and join markets, as described in the confirmation email we send you.

You are free to participate in Sales in either all or some of the Markets with which you are registered and to which you can offer all or some of your Products in accordance with the Collection Day and the Timetable.

Prior to any participation in Sales, you shall create your Product Files, for which you will be solely and completely responsible, which shall be kept on the Product Catalogue. All Product Files shall contain:
a) the name of the Product, including the name under which the Product is sold, as well as its origin if the omission of this information could threaten to mislead the consumer;
b) a precise description of the Product, of the processes of manufacture (if applicable), as well as any statements and information required by any Applicable Law or guidelines governing the preparation and labelling of foodstuffs and any advertising and marketing Applicable Laws; and
c) a photograph chosen to illustrate the Product. You may keep your Product Files for as long as you wish and they may be modified, added to or deleted, provided that no Offer may be changed or deleted if an Order has already been placed and has not yet been delivered.

You shall also create in good faith Product Pages providing a full and accurate description of the Products in the language of the country in which you operate.

After completing your Product Catalogue in accordance with the procedures set out above, you shall create your Offers, which must include, inter alia, the essential characteristics of the Products, their price (per batch, per unit, by volume or by weight, as appropriate taking into account your obligations under Applicable Law), as well as all information pertaining to availability.

Subject to the prior approval of the Market Customer, you may add new Offers at any time. You will decide, for every Market that you are registered with, the minimum Orders threshold above which you are able to deliver the ordered Products.

If the minimum number of orders is not reached, you shall have a period of time (specified by the Market Host) to accept the orders notwithstanding that they have not reached the minimum order level. After this period has elapsed and unless you have expressly accepted the order, the Orders in question will be deemed cancelled and you shall have no obligation to complete such orders.

On acceptance of an Order, you enter into a binding contract with the Customers for the Products (and Delivery thereof).

You have absolute discretion and responsibility for setting the price at which the Products will be sold on the Website. You shall quote this price in Euros (or Pounds Sterling in the UK), inclusive of all taxes and must not impose any kind of supplementary cost related to the delivery and the collection of Products.
Implementation of the Sales
Sales are concluded directly between the Producer and the Customers in the Sales Space of each Market. Any sale undertaken outside the Sales Space is considered as not having taken place on the Website and frees the Market Hosts and the Company from any obligations to which they would otherwise be bound under these Terms of Use.

We shall provide confirmation once a Sale has occurred by way of an Order Confirmation. You must check the conformity of all Order Confirmations and notify the relevant Market Host of any errors or omissions within 6 hours of receipt. If you fail to notify the Market Host of any errors or omissions within this time frame you shall bear any charges or costs resulting from any non-conformity.
Delivery
1. General
  You shall deliver your Products, either personally or by an authorised distributor acting on your behalf, on the Collection Day in accordance with the Timetable.
  
  You must reclaim any Products that are either not picked up by a Customer or not compliant with the Order Confirmation at the end of each Timetable timeslot and are responsible for their lawful disposal.
2. Producers representation
  Any Producer who could not attend the Delivery and therefore could not assure the Delivery of its Products in person can be represented by another Producer (hereinafter the "Producer Agent"). This mechanism shall be used by any Producers wishing to mutualize means.
  
  The Producer undertakes to inform the Producer Agent of all applicable obligations within these Terms of Use or any applicable regulations, especially relating to the hygiene and security of the Products. The Producer who mandates another remains solely liable for the proper execution of these obligations.
  
  Notwithstanding the provisions above, Producers undertake to give their best efforts to attend as much as possible to the Deliveries in order to deliver in person their Products to the Customers of the Market.
Unavailability
In the event that you are unable to deliver the Products on the Collection Day and/or during the Timetable, despite the Sale being concluded, you must immediately notify the relevant Market Host, who will immediately notify the relevant Customers.

In this event you must attempt to find a reasonable solution. If you are unable to find a solution, the Customers will not be charged the cost of their Order or, if they have already been charged, they will be refunded.
Withdrawal and Exclusion of a Producer
The Company shall have the right to remove any Producer in breach of these Terms of Use and/or any Applicable Laws and who has failed to rectify such breach within fifteen days of delivery of a notice from the Company.

You will be solely responsible to the Users and the Market Hosts for the consequences of your withdrawal or exclusion.

Your withdrawal or exclusion as a Producer for whatever reason, automatically brings about the loss of your status of Producer, the deactivation of your Market Management Interface, and the deletion of your Producer File, Producer Catalogue and Offers on the Website. In the case of withdrawal, you may nevertheless continue to use the Services as a User or registered guest.
Remuneration of the Company
For NeighbourFood branded markets, as a Producer you are responsible for paying NeighbourFood Ltd. a commission equal to 10% for and the relevant Market Host a commission equal to 10% of the total turnover excluding tax, for each Sale that you receive from the Customers of all relevant Markets.

For white label branded markets, as a Producer you are responsible for paying NeighbourFood Ltd. a commission equal to 11% for and the relevant Market Host a commission equal to 9% of the total turnover excluding tax, for each Sale that you receive from the Customers of all relevant Markets.

Your Remuneration will be paid to your Mangopay e-wallet, within the terms set in Section B - Article 4 of our Terms of Use.

We will prepare an invoice addressed to you for each Sale and we will be paid immediately upon the completion of an Order by a Customer.

The Company and the relevant Market Host will have no right to receive commission in the event of the cancellation of a Sale or return of a Product by a Customer, or the non-delivery of a Product.

The Market Host authorises the Company to invoice you, in his or her name and on his or her behalf, for his or her commission on each Sale. We provide the Market Host with a technical tool which summarises invoices issued and shows payment history, accessible from his or her Management Space.
Remuneration of the Producer
Your remuneration as a Producer is determined by the price of the Products successfully delivered to Customers, subject to any retraction or deduction of the commissions owed to the Market Host and us.

Your remuneration will be paid to your Mangopay e-wallet. You authorise us to invoice, in your name and on your behalf, the price of the Products to the Customers purchasing your Products.

We shall provide you with a technical tool that summarises bills generated and payment history, which is accessible from his or her Market Management Interface.
Liability of product at collections
The Producer is responsible for the transport to each Collection and the storage of their products during each Collection. The storage of your products must be kept in line with guidelines set out by your local food safety authority.

In the event of the Producer being unable to stay during the Collection hours to hand over to the Customers, neither NeighbourFood or the Host take responsibility for the storage or hand over of your products to the Customer. Should you wish to nominate someone to "man your table" and perform your handover, you will maintain responsibility for your products and instruct your nominee to perform the handover in line with your own food safety requirements.

Section D - Additional Responsibilities of the Company

We shall comply with our obligations under each of the Terms of Use, these Terms of Use at all times. We provide you with the technical models and tools required for the Services you’re using on the Website. Your use of these are at your sole risk, and we shall not be liable for your use and to the fullest extent permitted by law, we exclude all liability to you arising from or in relation to such use.

Section E - Additional Provisions Common to all Professionals
Obligations relating to Information Provided
You shall ensure that all documentation and information provided to us and/or included on the Website, whether in the context of your application or at a later stage, is accurate, up to date and not misleading.

You shall be solely responsible for any losses arising (whether directly or indirectly) as a result of or in connection with any failure of you to provide accurate, up to date and not misleading information on the Website.

You must always indicate whether you are acting in your own name, as a legal representative of a legal person or body, or on behalf of a legal person or body that you are duly entitled to represent. In both of the latter cases, you must provide proof of such rights if requested by us.

We reserve the right to request any additional document or information, particularly those regarding your identification needed to comply with the "Know Your Customer" policies related to our Payment Service’s Terms and Conditions. Professionals hereby expressly agree to respond without delay to this demand.
Payment Procedures
In order to provide Services and particularly in order to ensure you receive payment, all payment processing services is managed by Mangopay. Payment between the Producer and Mangopay is the responsibility of Mangopay.

All amounts due to you in relation to Services provided are paid into the E-Wallet and are subsequently automatically transferred to your designated bank account.

In order to benefit from the Services available to you on the Website as a Professional, you must maintain an E-Wallet with the Payment Service.

In the event of termination of the contract between you and the Payment Service for whatever reason you will automatically cease to be a Professional and will instead assume the status of a Registered User.
Complaints
As an Market Hosts you are required to consider the complaints of the Customers regarding the delivery of Products without delay, and to offer all solutions in your power.

As an Market Hosts you must notify us and the relevant Producers of any complaints with regard to delivered Products without delay.

Once notified, the Producer shall be solely responsible for resolving complaints relating to their Products without delay.

Market Hosts are also required to inform us without delay of any disputes relating to any issues related to the collection of Products with Customers or Producers which it cannot resolve. In such cases, we will consider the best course of action for the correction of errors and omissions and propose an equitable adjustment to the payment where appropriate, which the relevant Customer and Producer must consider and come to agreement on. Where the Customer and Producer cannot agree, our decision will be final.
Limitation of Liability
Nothing in these Terms of Use excludes or limits liability for death or personal injury arising from negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by Irish law.

To the extent permitted by law, all conditions, warranties, representations or other terms which may apply to the Website or any content on it or the Services, whether express or implied, are excluded.

We shall not be liable to any Professional for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
a) use of, or inability to use, our Website or the Services;
b) use of or reliance on any Content displayed on our Website;
c) loss of profits, sales, business, or revenue;
d) business interruption;
e) loss of anticipated savings;
f) loss of business opportunity, goodwill or reputation; or
g) any indirect or consequential loss or damage.

We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website or to your downloading of any content on it, or on any website linked to it.
Severability
If any of these Terms of Use are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
Modifications
The Company reserves the right to modify these Terms of Use at any time. You should check this page periodically to review any changes made to these Terms of Use.

Should you refuse to accept the modified Terms of Use, you must de-register from the Services or, if you wish to remain a registered user or become a Customer, immediately inform us of your wish to renounce your status as a Professional.

Any Professional who continues to use the Services as a Professional after the entry into effect of the modified Terms of Use is deemed to have accepted the modifications.
Waiver
Any failure by us to require strict performance of any of your obligations under these Terms, and any failure by us to exercise any of the rights or remedies to which we are entitled, shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any of these terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
Applicable law and jurisdiction
These Terms of Use are governed by Irish law. In the event of a dispute regarding the validity, interpretation and/or execution of these Terms of Use, the parties submit to the exclusive jurisdiction of the Irish courts.
Entry into force
These Terms of Use came into force on 11/01/2021.

Terms of Use

Section A - General

Section B - Sales Process

Terms of Use For Hosts and Producers

Section A - General

Section B - Provisions Applicable to Market Hosts

Preparation

Building

Section C - Provisions Applicable to Producers & Responsibilities of Producers

Section D - Additional Responsibilities of the Company

Section E - Additional Provisions Common to all Professionals