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 via 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 via 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 Merchants minimum run of a Loyalty system is 90 days before change
4.2.2 Merchants must offer Bamboo 30 days notice before change as to notify current users
4.2.3 Merchants can run Loyalty plans in multiple categories
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 (“the “Equipment”) which the Merchant must use for processing all orders for Menu Items under the Agreement that are made via the Bamboo app. Merchants who currently use ePOS systems like Clover POS will be able to download the merchant app from the Clover 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 Bamboo shall provide The Merchants staff with such training in relation to the Equipment as reasonably required.
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 ordering.
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 user can order through Bamboo.
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.
Customer Terms and Conditions
1.1 In these Terms of Service: We" and "Us" and "Bamboo" are references to Mahalo Limited, 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.
"Merchant" means an establishment that offers its Goods for sale via Bamboo.
"Goods" means any products or services listed for sale by the Merchant via Bamboo.
"Order" means an offer to purchase Goods from the Merchant via Bamboo.
"Bamboo" means Smartphone application published by Mahalo Ltd (Trading as
Bamboo) from time to time, including without limitation any associated social
networking profiles, enabling Users to locate Merchants, browse associated
Goods and place an Order.
"User" and "You" means the person using Bamboo to make and pay for Orders
relating to the Merchant products or services;
"Contract" means the contract between the Merchant and the User for the sale
and purchase of Goods.
"Payment Method" means the credit or debit card(s) you have registered with us and which will be used for payments in respect of Orders made through Bamboo.
"Services" means all those services provided to users through Bamboo including
without limitation providing a medium for users to place an order for Goods
"Smartphone" means a mobile device running on either the iOS or Android
1.2 These Terms of Service set out the terms on which Bamboo offers the Services and makes available Bamboo and on which you agree to use the Services and Bamboo whether as a registered user or a guest user.
1.3 By using the Services you are deemed to accept these Terms of Service in their entirety and to be bound by them.
1.4 Every time you make an Order using Bamboo, you will be deemed to confirm your acceptance of these Terms of Service.
1.5 Bamboo may at any time modify these Terms of Service. Bamboo will notify you of any changes to these Terms of Service either by emailing you (at the email address entered by you into any form on Bamboo) or by posting a notice on Bamboo.
1.6 By continuing to use the Services and/or Bamboo after changes to these Terms of Service are made and notified to you, you agree to be bound by such changes.
1.7 These Terms of Service will apply to any upgrades provided by us that replace and/or supplement the previous version of Bamboo, unless such upgrade is accompanied by a separate licence in which case the Terms of that licence will apply.
2. Using Bamboo
2.1 Access to Bamboo is permitted on a temporary basis and we reserve the right to withdraw or amend the Services without notice. We will not be liable if Bamboo is unavailable at any time or for any period.
2.2 Bamboo is licensed to you for use only in accordance with these Terms. This licence is limited to a non-transferable licence to use the App on any Smartphone that you own or control and as permitted by the acceptable use policy. This licence does not allow you to use the App on any Smartphone that you do not own or control. We reserve all rights not expressly granted to you.
2.3 In using Bamboo, you will not:
(a) rent, lease, lend, sell, redistribute or sublicense Bamboo
(b) copy, duplicate, modify, create derivative works from or distribute all or any part of Bamboo except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties
(c) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Bamboo, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties
(d) access all or any part of the App in order to build a product or service which competes with the App.
(e) attempt to obtain, or assist third parties in obtaining, access to the App, other than as provided under this clause 2. Any attempt to do any of the above is a violation of this licence. If you breach any of the terms of this licence, you may be subject to prosecution and damages.
2.4 You will use reasonable endeavours to prevent any unauthorised access to, or use of, Bamboo and notify us promptly of any such authorised access or use.
2.5 Where Bamboo has been downloaded onto an Apple, Inc. device, the terms of Apple, Inc's "Licensed Application End User Licence Agreement" as in force at the date of downloading Bamboo (the "Apple EULA") are expressly incorporated into these Terms except where inconsistent with these Terms. In the event of any inconsistency between these Terms and the Apple EULA, the provisions of these Terms shall prevail.
3. Transactions concluded through Bamboo
3.1 Where a User places an Order, the User contracts directly with the Merchant and not with Bamboo and the Merchant is directly liable to you in respect of such contracts.
3.2 Bamboo’s role is limited to providing Bamboo which facilitates the User contracting with the Merchant and collecting payment for the Order on behalf of and as agent to the Merchant. As such, Bamboo is not a party to and is not liable to you in respect of any contracts concluded with any Merchant using Bamboo. Any liability we may have to you is specified in clause 13.
3.3 To ensure the required level of payment security, Bamboo will always use a PCI DSS compliant payment gateway to store, process and transmit Users’ Payment Method data. Bamboo reserves the right to change its payments gateway at its sole discretion, provided any such payment gateway meets the security compliance level above.
3.4 Bamboo uses Stripe to collect payments from Users on behalf of Merchants. By making any Order through Bamboo, the User consents to Bamboo’s use of Stripe to collect payments.
4. Placing an order
4.1 Placing an Order constitutes an offer by the User to the Merchant to enter into a binding contract for the sale of Goods comprised in the Order on the basis of these Terms of Service. The Merchant is free to accept or reject the offer in its sole and absolute discretion.
4.2 If the Order is rejected, the User will be notified via an in-app message and will not be charged.
4.3 If the Order is accepted:
(a) The Merchant will notify the User via an in-app message that their Order is being prepared. At this point, the Contract is formed between the Merchant and the User
(b) the User’s Payment Method will be debited in the amount of the Order
(c) the Merchant will prepare the Order and will notify the User when the Order is ready for collection via an in-app alert ("Collection Alert");
(d) the User will collect the Order from the dedicated collection area at the Merchant
(e) the User will receive a receipt for the Order via email, sent to the email
addressed supplied by the User within their profile.
5. Changes, cancellations and refunds
5.1 The User may change or cancel the Order at any time and for any reason until the Merchant notifies the User that the Order is being prepared and the Contract is formed between the Merchant and User, pursuant to clause 4.3(a).
5.2 You accept and agree that once the Contract is formed, you will not be able to change or cancel the Order and you will not be entitled to a refund for the Order or any part thereof, including in the event that the Merchant exercises its right to refuse to fulfil the Order, pursuant to clause 4.5.
5.3 You also accept and agree to hold Bamboo harmless in respect of any subsequent claim for a refund made by you or any third party in respect of any Order that has been accepted by the Merchant. This does not prevent you from discussing the issue of any refund with the Merchant directly and outside of the Bamboo Service.
6. Bamboo's rights
8.1 In providing you with access to Bamboo, Bamboo reserves the following rights, and in accessing, browsing or otherwise using Bamboo you grant to Bamboo and agree that Bamboo shall have the following rights:
(a) the right to refuse or withdraw your access to Bamboo in accordance with applicable laws for any reason at any time (with or without notice) if in Bamboo’s sole and absolute discretion you violate or breach any of these Terms of Service;
(b) the right to suspend, amend or disable your account without giving you any notice or reason;
(c) the right to amend or update Bamboo, fees, Bamboo Commission, billing methods or these Terms of Service from time to time;
(d) the right without notice to remove content, materials or user accounts for any reason whatsoever in our sole and absolute discretion, including without limitation content and materials which are unlawful, offensive, threatening, libellous, defamatory, obscene or which infringe third party rights, and user accounts used to propagate any such content or materials;
(e) the right to access any or all of your accounts in order to respond to your requests for technical support so long as we maintain appropriate administrative physical and technical safeguards for the protection of the security and confidentiality and integrity of your data;
(f) the right to terminate without notice user accounts and delete any associated data if that account has been inactive or disabled for ninety (90) days or more; and
(g) the right to report you to the police or other judicial body if Bamboo believes in its sole and absolute discretion that your conduct (whether in using Bamboo, our Services or otherwise) is unlawful or threatens the welfare of any user of Bamboo or the Services or any member of Bamboo’s staff.
9. Privacy and information about you and your usage of Bamboo
9.3 You may be offered the option to link one or more social networking profiles to your profile or Bamboo. Where you link a profile, you authorise us to post updates on your activities on Bamboo to your linked social networking profile.
10. Intellectual property
10.1 Bamboo are the sole owners of Bamboo, which includes any software, domains, and content provided by Bamboo and made available through Bamboo.
10.2 Without limitation, this means that you may not sell, export, license, modify, copy, distribute or transmit for any purpose other than as anticipated in these Terms of Service Bamboo Platform or Bamboo without Bamboo’s prior express written consent.
10.3 Any unauthorised use of the Website and/or Bamboo will result in the automatic termination of the limited license granted by us. Bamboo reserves the right to terminate the limited license without notice at any time following an unauthorized use by you of the Website and/or Bamboo.
10.4 Bamboo and its graphics, logos, icons and service names related to Bamboo are registered and unregistered trademarks or trade dress of Bamboo They may not be used without Bamboo’s prior express written permission.
10.5 All other trademarks not owned by Bamboo that appear in connection with Bamboo are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by Bamboo.
11. Electronic communications
11.1 By downloading and/or using Bamboo, you consent to receiving electronic communications and notices from Bamboo and or Merchants. You agree that any notice, agreement, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
12. Use of information submitted
12.1 You agree that Bamboo is free to use any comments, information or ideas contained in any communication you may send to Bamboo without compensation, acknowledgement or payment to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products and services and creating, modifying or improving the Services or Bamboo or other products or services. For the avoidance of doubt, all such information will be deemed by Bamboo to be non-confidential and nonproprietary, and you agree that such information may be used by us without any limitation whatsoever.
13. No warranty and liability limit
13.1 Bamboo provides the Services and Bamboo "as is" and without any warranty or condition, whether express, implied or statutory. Bamboo specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Bamboo assumes no liability or responsibility for any errors or omissions in Bamboo or provision of the Services; any failures, delays or interruptions in Bamboo; any losses or damages arising from the use of the Services or Bamboo; or any conduct by users of the Services or Bamboo. We reserve the right to deliver the Services and Bamboo in our sole and absolute discretion.
13.2 In no event shall Bamboo, its shareholders, directors, officers, employees or agents be liable (jointly or severally) to you for loss of use or any special, incidental, indirect or consequential damages arising out of or in connection with the Services and/or Bamboo or these Terms of Service, on any theory of liability, and whether or not advised of the possibility of damage. Bamboo does not seek to exclude liability for death or personal injury caused by our negligence, or fraud or fraudulent misrepresentation on the part of Bamboo. If any applicable authority holds any portion of this section to be unenforceable, then liability will be limited to the fullest possible extent permitted by applicable law.
13.3 From time to time you may use or access services, promotions and applications of third parties. In using or accessing third party services, promotions and applications, you agree to be bound by the terms of service of such third parties governing their services, promotions and applications and hereby acknowledge that Bamboo shall not be responsible for the provision of services, accuracy of promotions or content of applications belonging or operated by third parties.
13.4 You acknowledge and agree that Bamboo is not responsible for the accuracy of any information published on Bamboo by Users or Merchants and does not warrant that any information appearing on Bamboo is accurate, true or complete. If you believe that any information appearing on Bamboo is incorrect, you should inform Bamboo of the information that you consider to be inaccurate by emailing us at support@Bamboo.me and/or inform the Merchant who posted the information that you consider it to be inaccurate. Bamboo specifically excludes liability for any loss, harm, distress or damage suffered by you or any third party as a result of inaccurate information appearing on Bamboo.
13.5 You acknowledge and agree that Bamboo is not liable to you in respect of the quality of the Goods supplied to you by a Merchant or the quality of a Merchant’s services. These are provided by, and are the sole responsibility of, the Merchant.
14.1 You agree to indemnify and hold Bamboo and its related companies, and each of their respective shareholders, directors, officers, employees, agents and merchant partners harmless from and against any third-party claim or cause of action, including reasonable attorneys' fees and court costs, arising, directly or indirectly, out of your use of the Services and/or Bamboo or your violation of any law or the rights of any third party.
15.1 Bamboo may change or discontinue the Services and/or Bamboo at any time without prior notice. We reserve the right to terminate these Terms of Service for any reason, without notice, and these Terms of Service shall automatically terminate in the event that you violate any of the terms of Service set forth herein (with prejudice to our accumulated rights against you). In the event of any termination, you will immediately cease use of the Services and Bamboo.
16.1 The Service provides mobile app based promotion, order communication and payment collection facilities for Merchants that offer food and beverage to their customers.
16.2 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.
16.3 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