Acuerdo operacional 

Operational Agreement 

  1. These Dame Un Bite General Terms and Conditions (“General Terms”) will govern the relations between Dame Un Bite, and the "Restaurant", and are referred to as the “Agreement”.  For purposes of this agreement, the following definitions shall mean the following:

Definitions 

  1. Dame Un Bite Inc. is a legal entity dedicated to the promotion of businesses selling food and receipt and collection of electronic orders, which is organized under the laws of Puerto Rico, with main offices located in San Juan, Puerto Rico. 

  2. Dame Un Bite or DameUnBite.com means the application or web page operated by Dame Un Bite Inc. for the purpose of carrying out its promotional business, receiving electronic orders, and charging as a restaurant agent. 

  3. The delivery service of Dame Un Bite will be subcontracted. 

  4. Restaurant means the legal entity that operates, either as owner or administrator, a food business within the jurisdiction of the Island of Puerto Rico and has obtained written confirmation of acceptance to the Electronic Order Service of Dame Un Bite and that has delivered Dame Un Bite its Merchant Registry. 

  5. Client means the person who as a consumer establishes an Order in the application or web page of Dame Un Bite Inc. 

  6. Order means the detail and amount for food and beverages required by the Client and that reflects the total amount to be charged. 

  7. Payment means the total amount of money that a Customer by credit card or by ATH Mobile Business pays when ordering through Dame Un Bite or directly to the Restaurant. 

  8. Transaction Reconciliation means the daily or weekly exercise by means of which all the Orders are computed and each restaurant is transferred to the totality of the amount received minus the percentage of the subtotal agreed with Dame Un Bite. 

  9. Restaurant Fee is the commission percentage designated for Dame Un Bite; that through this Agreement, is 25% of Restaurant Fee. 

  10. IVU means the tax on sales and use of taxable items, which is added to each Order. Understanding that the payment of the IVU and the payment thereof corresponds and is made both by the Restaurant, and by Dame Un Bite. 

  11. App means the program of access of the users of Dame Un Bite by means of which they communicate with the purpose of obtaining information of the Restaurant, to explore its Menu, to determine its Order and to transmit it for processing. 

  12. Processing means the act of receiving an Order made by a Customer, receiving the payment thereof and transmitting to the Restaurant the details of said Order. Said transmission will be made by email, electronic tablet or by a personal call, the receipt of which the restaurant will have to confirm through its online account in Dame Un Bite or directly in the email. 

  13. Operational Agreement means this Agreement and any revision made to it in the future. Any amendment or future revision will be notified to the Restaurant at their email address.

Terms and Conditions

  1. This Agreement shall commence on the Effective Date and, unless earlier terminated as provided below, shall continue for a period of one (1) year from the Effective Date (“Initial Term”) and shall automatically renew for successive one (1) year periods (each, a “Renewal Term” and together with the Initial Term, the “Term”). Either party may terminate this Agreement in the event of a material breach by the other party if the breach is not cured by the other party within two (2) days’ notice thereof by the non-breaching party. Either party may terminate this Agreement in its entirety at any time without cause by giving thirty (30) days’ prior written notice of termination to the other party. Sections 1, 31, 33, 34 (for the time period specified), 25, and the last sentence of this Section 15 and 34 shall survive the expiration or termination of this Agreement.

  2. Dame Un Bite Inc., as an independent contractor, will act as agent of the Restaurant related to the marketing, advertising, sale and collection leading to any Order made through the website or the Dame Un Bite App. 

  3. Dame Un Bite will charge the Restaurant a $100 "Setup Fee" for reasons of installation of the menu and online store, non- refundable. The preparation of the menu will be done on or before 3 weeks of the restaurant having delivered the menu in its entirety (including drinks, desserts and all applicable products). 

  4. After the menu has been completed and approved, if the Restaurant wants subsequent updates, whether daily, weekly or monthly, these will cost no more than $20 per update. The Restaurant will always have the option to make these updates for free by following the User Manual provided by Dame Un Bite. 

  5. The Restaurant may cancel its relationship with Dame Un Bite at any time and agrees to make the Transaction Reconciliation within 30 days after cancellation. Likewise, Dame Un Bite, may cancel the relationship with the Restaurant at any time, and the Reconciliation must be made within 30 days after said cancellation. 

  6. The Restaurant will notify its staff that any telephone communication between Dame Un Bite and the Restaurant in the Processing of an Order could be recorded. 

  7. Any incorrect change in the menu that has been made by a representative of the Restaurant cannot be claimed to Dame Un Bite. 

  8. Dame Un Bite will receive the sales and use tax as the Restaurant's agent, which must pay the amount collected and which will be responsible for verifying the amount charged, processing the corresponding sales tax receipt and remitting the appropriate amount to the tax authorities competent.  For purposes of this agreement, sales and use tax shall include any sale, use, privilege, gross income incurred in connection with the sale of food or drink by the Restaurant. The Restaurant is responsible for any obligation associated with the sale of food and beverages, including the sale of alcoholic beverages, by this, including, without limitation, calculating the payment of taxes to the corresponding tax authority; home delivery and accessibility parking, if any; compliance with appropriate health codes with respect to food preparation; and everything concerning the quality and condition of the food. 

  9. Dame Un Bite Inc., as an independent contractor, will also subcontract the services of independent drivers to carry out the delivery process, it being understood, that these do not have the status of employees of Dame Un Bite. These independent contractors will be governed by the laws applicable to their status, it being understood that the independent driver controls the method and manner in which the deliveries are made and not Dame Un Bite. However, Dame Un Bite will implement the measures accepted by law for the sub- contracted service to be provided in compliance with the best industry standards, including requiring contractor drivers to maintain all the insurance and permits required by law, maintain a professional appearance, collect and deliver each order in a timely manner, and follow the reasonable instructions of the restaurants, among other measures. 

  10. The Restaurant must provide parking space to independent drivers while they are picking up their order. 

  11. Dame Un Bite does not guarantee that the functions of the app or website comply with Restaurant traffic expectations or that the operation of these will be uninterrupted or free of errors. Dame Un Bite will not be responsible for occasional inactivity of the app or the website due to line interruptions and / or other instances beyond the control of Dame Un Bite. 

  12. The representative of the Restaurant agrees to make the agreed initial payment, if applicable, at the time of signing the agreement and the final payment agreed upon when delivering the final project. If the representative of the restaurant decides to choose an extra service (like a Marketing Plan), it must be paid when starting to work with the extra service. Understand the payment of the Marketing Plan or creation of the Digital Menu, if any. 

  13. During times of high sales volume, Dame Un Bite reserves the right to turn off the restaurant if it does not pick up the phone or answers the tablet, when being contacted to place an order and turn it on the next day.

Indemnity

  1. Each party (the “Indemnifying Party”) will indemnify, defend and hold harmless the other party, its affiliates and their respective directors, officers, employees and agents (the “Indemnified Party”) from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively, “Losses”) with respect to any third party claim arising out of or related to: (a) the negligence or willful misconduct of the Indemnifying Party and its employees or agents in their performance of this Agreement; (b) any claims that the Indemnifying Party breached its representations and warranties in this Agreement; or (c) any claims that the Indemnifying Party’s Marks infringe a third party’s intellectual property rights, as long as such Marks have been used in the manner approved by the Indemnifying Party. In addition, you will indemnify, defend and hold harmless the Company Indemnified Parties from and against any and all Losses with respect to any third party claim arising out of or related to any harm resulting from your violation or alleged violation of any applicable retail food or other health and safety code, rule or regulation, except to the extent such harm was directly caused by the gross negligence or willful misconduct of Company or its employees, agents or Delivery Partners. Each Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at Indemnifying Party’s expense.  The Restaurant is committed to protect, defend and indemnify Dame Un Bite of any claim that is filed against Dame Un Bite as a consequence of any breach or action of the Restaurant. 

Confidentiality

  1. “Confidential Information” means any confidential, proprietary or other non-public information disclosed by one party (the “Discloser”) to the other party (the “Recipient”) whether disclosed verbally, in writing, or by inspection of tangible objects. Confidential Information will not include that information that (a) was previously known to the Recipient without an obligation of confidentiality; (b) was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or (c) is or becomes publicly available through no fault of the Recipient.

  2. Each Recipient agrees that it will not disclose to any third parties or use in any way other than as necessary to perform this Agreement, the Discloser’s Confidential Information. Each Recipient will ensure that Confidential Information will only be made available to those of its employees and agents who have a need to know such Confidential Information and who are be bound by written obligations of confidentiality at least as protective of the Discloser as this Agreement before such individual has access to the Discloser’s Confidential Information. Each Recipient will not, and will not authorize others to, remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information. The foregoing prohibition on disclosure of Confidential Information will not apply to the extent the Discloser has authorized such disclosure, nor to the extent a Recipient is required to disclose certain Confidential Information of the Discloser as a matter of law or by order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose and reasonably assist in obtaining a protective order prior to making such disclosure. Upon expiration or termination of this Agreement and as requested by a Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form.

  3. You agree to use, disclose, store, retain or otherwise process Personal Data solely for the purpose of performing under this Agreement. You shall maintain the accuracy and integrity of any Personal Data provided by us and in your possession, custody or control. You agree to retain Personal Data provided to you by us solely by using the software and tools provided by us. (“Personal Data”) means any information obtained in connection with this Agreement (i) relating to an identified or identifiable natural person; (ii) that can reasonably be used to identify or authenticate an individual, including but not limited to name, contact information, precise location information, persistent identifiers, and (iii) any information that may otherwise be considered “personal data” or “personal information” under the applicable law.

Privacy

  1. You agree to use, disclose, store, retain or otherwise process Personal Data solely for the purpose of performing under this Agreement. You shall maintain the accuracy and integrity of any Personal Data provided by us and in your possession, custody or control. You agree to retain Personal Data provided to you by us solely by using the software and tools provided by us. (“Personal Data”) means any information obtained in connection with this Agreement (i) relating to an identified or identifiable natural person; (ii) that can reasonably be used to identify or authenticate an individual, including but not limited to name, contact information, precise location information, persistent identifiers, and (iii) any information that may otherwise be considered “personal data” or “personal information” under the applicable law.

Intellectual Property

  1. The restaurant grants a limited, non-exclusive license to Dame a Bite on the brand of the restaurant and its menu, solely for the purposes, the term and in connection with the services to be provided by Dame a Bite contained herein. 

  2. Subject to the terms and conditions of this Agreement, each party hereby grants to the other party (and, in the case of Company, to its affiliates) a limited, non-exclusive and non-transferable license during the Term to use the such party’s respective Marks (as defined below), on a royalty-free basis, for the sole purpose of performing the promotional activities as set forth in an applicable Order Form. For purposes of this Agreement, the term “Marks” will mean the trademarks, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the applicable party. All uses of a party’s marks by the other party will be in the form and format specified or approved by the owner of such marks. Other than as specifically set forth in this Agreement, neither party will use the other party’s marks without the prior, express, written consent of the other party (by email is sufficient). All goodwill related to the use of a party’s marks by the other party shall inure to the benefit of the owner of such marks. Except as expressly set forth herein, neither party shall be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights. All rights not granted are expressly reserved.

General

  1. Each of these clauses is independent of the other, that is, if any of them is invalid or inofficiously by itself, by the relationship between Restaurant and Dame Un Bite, Inc. or by any competent governmental authority, the rest clauses will prevail independently.

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