Merchant Terms and Conditions
These terms and conditions specify the terms of the contract between Mahalo Limited (Trading as Bamboo), a company incorporated in Ireland with registered number 589798 and registered address at Suite 2.08, NCI Business Centre, Mayor Street, IFSC, Dublin 1, Ireland.
("Bamboo") and the Merchant named in the Signup Form (" Merchant"), pursuant to which the Merchant may use the Bamboo service. If the Merchant does not accept these terms and conditions (including following any amendment to these terms and conditions), the Merchant must immediately cease use of the Service, and notify Bamboo in writing.
The terms and conditions set out below (“T&Cs”) shall apply to the Agreement for the sale by Bamboo of food prepared by the Merchant.
In the event of conflict between these T&Cs and any other terms and conditions, these T&Cs shall prevail unless expressly otherwise agreed in writing.
Bamboo shall promote food prepared by the Merchant through its App and through other physical and electronic media (together the “Materials”). Bamboo, through its website and Equipment, will facilitate the ordering process between the customer and the Merchant and is authorised to act as the agent of the Merchant to conclude sales of food on the Merchant's behalf. Bamboo, through its App, will facilitate the ordering process between the customer and the Merchant and is authorised to act as the agent of the Merchant to conclude sales of food on the Merchant's behalf.
The Merchant and Bamboo shall jointly determine from time to time which menu items (“Menu Items”) shall be available for sale and promotion by Bamboo to its customers.
The Merchant shall give Bamboo not less than 3 days’ notice of a change of menu and/or the discontinuance of any Menu Item and/or a material change in the composition or description of a Menu Item.
The Merchant shall provide Bamboo with accurate descriptions and photographs of Menu Items suitable for publishing in its Materials. Bamboo may edit photographs or descriptions of Menu Items at its reasonable discretion.
The Merchant shall update their inventory in real-time through the Merchant App to reflect the items availability.
4. Pricing and payment
4.1 Pricing of Menu Items in the Materials shall reflect the pricing of such Menu Items published in the Merchant’s in-Merchant menu (“Menu Price”) unless a separate Pricing of Menu Items in the Materials is jointly agreed between the Merchant and Bamboo.
4.2 Where applicable the merchant can supply Bamboo with the Loyalty system it has in place s that it can be applied on the application.
4.2.1 Note that it takes 48 hours to make changes to loyalty programme; and
4.2.2 where the customer has already made a purchase on the prior Loyalty system they will still be redeemable this Loyalty system till completed.
4.3 Bamboo shall be entitled to the following fees (“Fees”) in respect of the service provided by it under this Agreement:
4.3.1 where the customer collects from the Merchant premises, 10% of the aggregate value of the Menu Items ordered.
4.4 The Fees described in 4.2 shall be subject to VAT at the prevailing rate.
4.5 Bamboo is integrated with a third party payment provider that processes and collects proceeds from customers for orders. Bamboo does not hold any collected Payments.
5. Ordering Process
5.1 In order to facilitate the ordering process, Bamboo can provide the Merchant prior to the Commencement Date with a touch screen terminal and a thermal printer (together the “Equipment”) which the Merchant must use for processing all orders for Menu Items under the Agreement. Merchants who currently use ePOS systems like Clover POS will be able to download the merchant app from their store.
5.2 The Equipment shall remain the property of Bamboo at all times. The Merchant shall take reasonable care of the Equipment whilst on its premises and shall not part with possession of it under any circumstances, or allow any person to dismantle or tamper with the Equipment.
5.4 The software running on the Equipment (including embedded and operating software, together with any new releases, versions or updates of such software, and/or any replacement software) shall at all times remain the absolute property of Bamboo, and the Merchant shall not copy, modify, reverse engineer or attempt to discover the source code in such software except with Bamboo’s express written consent. Bamboo reserves the right to periodically update the software on the Equipment.
5.5 The Merchant shall provide its staff with such training in relation to the Equipment as Bamboo shall reasonably require from time to time.
5.6 The Merchant shall promptly inform Bamboo of any faults with, or damage to, the Equipment, and shall allow Bamboo access to the Merchant at any time during normal opening hours to inspect, clean, repair, replace or remove the Equipment. Bamboo shall be entitled to make a reasonable charge for repairing or replacing any Equipment which is damaged whilst at the Merchant’s premises (except for reasonable wear and tear).
5.7 Merchant shall use its best endeavours to
a. review each Order communicated to it by Bamboo;
b. communicate Order Acceptance to Customers; and
c. execute Orders promptly and in accordance with a Customer’s reasonable expectations.
5.8 Bamboo may from time to time supply the Merchant with bags and/or other packaging which may bear Bamboo’s branding.
6.1 Subject to clause 6.2, the Merchant undertakes that it shall, and shall use all reasonable endeavours to procure that its staff shall, at all times during the continuance of the Agreement and for a period of two years after its termination:
6.1.1 keep confidential all Confidential Information;
6.1.2 not disclose any Confidential Information to any other party; and
6.1.3 not use any Confidential Information for any purpose other than as contemplated by the Agreement.
6.2 Disclosure under clause 6.1 may be made only to the extent that is necessary for the purposes contemplated by the Agreement, as required by law, or where that Confidential Information in question is or becomes public knowledge through no fault of the Merchant or its staff.
6.3 The provisions of this clause 6 shall continue in force following termination of the Agreement for any reason.
6.4 In this clause 6, “Confidential Information” means any information of a confidential or proprietary nature in relation to Bamboo, including without limitation, details of its business methods, the identity of any of its customers or suppliers, its pricing structure or margins, any financial information or its terms of business with Merchants, customers or drivers.
7.1 Bamboo shall be entitled to advertise its services in such manner, and using such media, as it thinks fit.
7.2 The Merchant acknowledges and agrees that Bamboo may use the Merchant’s name and/or logo in any of its advertising materials (including, without limitation, in print or broadcast media, via the internet or social media networks) any may expressly indicate in any such advertising that the Merchant uses Bamboo for delivery.
8. Intellectual Property
8.1 The Merchant hereby grants to Bamboo a non-exclusive royalty free licence for the term of the Agreement to use its logo and/or name for the purposes of clause 7 and as otherwise reasonably necessary or desirable in connection with the Agreement. The Merchant shall on request supply to Bamboo such images or other artwork so as to enable Bamboo to accurately reproduce the Merchant’s logo on advertising materials.
8.2 Bamboo hereby grants to the Merchant a non-exclusive royalty free licence for the term of the Agreement to use its logo and/or name and/or website address for the purposes of advertising the fact that Bamboo makes deliveries for the Merchant.
8.3 Except as provided in clauses 8.1 and 8.2, nothing in the Agreement shall cause the other party to acquire, or entitle the other party to use, any intellectual property of the other.
9.1 Either party may terminate the Agreement by giving written notice to the other party:
if the other party commits any material breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within  days after being given written notice giving full particulars of the breach and requiring it to be remedied;
on giving the other party not less than  days written notice.
In the event of termination for any reason, the lease of the Equipment described in clause 5.1 shall immediately terminate and Bamboo shall be entitled to enter the Merchant’s premises at any time during normal working hours to remove the Equipment.
10.0 Liability and indemnity
The Merchant shall be solely responsible and liable for any claims against Bamboo from customers or any other person relating to, or arising (directly or indirectly) from the description, quality, content or packaging of the Menu Items, including without limitation, allegations or claims:
that the Menu Items do not correspond with the descriptions set out on the website (including, without limitation, indications that particular Menu Items are gluten free, nut free, or are suitable for vegetarians and/or vegans);
that the food is improperly cooked or is not otherwise fit for consumption or palatable.
11. Force Majeure
Neither party shall be liable for any failure or delay in performing their obligations under the Agreement where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other similar event.
12.1 The Service provides mobile app based promotion, order communication and payment collection facilities for Merchants that offer food and beverage to their customers.
12.2 The Merchant wishes to publish its Menus, receive Customer orders for Merchant Products, and enable Customer electronic payment for Merchant Products at the time of order placement by a Customer, by means of the Service.
12.3 This Agreement shall be governed by and construed in accordance with the laws of Ireland and the parties submitted to the exclusive jurisdiction of the courts of Ireland