OAD General Terms & Conditions

General Terms & Conditions

Registration and Account. In order to use the services provided for in this agreement, Restaurants must register on the OAD Travel platform ("Platform") and create an account ("Account") by providing the information detailed in the form provided for this purpose. Once the Restaurant registers and provides OAD Travel with the information requested in the registration process, the Account will be created and Restaurant will be provided with a temporary username and password that must be changed the first time the Account is accessed. To this end, at the time of the Account creation, Restaurant guarantees that the information provided is accurate, current, and truthful, and undertakes to update it as it changes after registration. OAD Travel cannot guarantee the identity of the registered Restaurant and cannot be held responsible for any damage that may be caused to third parties as a result of false or inaccurate information. The Account is non-transferable and the access data is strictly confidential, and Restaurant is fully responsible for the activity that occurs on its Account. Therefore, OAD Travel shall not be liable for any loss or damage arising as a result of someone else using any Account and/or accessing or using its contents. Similarly, Restaurant will be liable for any loss or damage caused under the use of its Account, regardless of whether it is being used by a third party. In order to maintain control over the Account, Restaurant must take precautionary measures to prevent anyone from accessing its Account, such as maintaining control over the devices used to access its Account so that login details are not disclosed. Restaurant agrees to promptly notify OAD Travel if it discovers any unauthorized use of its Account or login credentials. If OAD Travel detects impersonation or other fraudulent activity on an Account or any breach of this agreement, OAD Travel may place such Account on hold to protect the Restaurant, OAD Travel, and third parties until the dispute or breach is properly resolved.
Use of devices and services. Access to the Platform may require the use of personal computer or mobile device, as well as the use of space on such devices. OAD Travel will not be responsible for any Internet or mobile connection fees and charges incurred in accessing the Platform. Access to the Platform may not be legal for certain persons or in certain countries. Restaurants shall be responsible for compliance with the laws to which they may be subject, which is why OAD Travel disclaims all liability for access by Restaurants to the Platform in jurisdictions where the use of the Platform may be contrary to regulations. OAD Travel does not guarantee the availability, access, and/or continuity of the operation of the Platform. Also, OAD Travel will not be liable, within the limits established by Law, for damages caused to the customers and/or Restaurants as a result of the unavailability, access failures, and lack of continuity of the Platform.
Termination. If either party materially defaults, the non-defaulting party may give written notice to the defaulting party that if the default is not cured within thirty (30) days of such notice, the non-defaulting party may terminate the agreement. If the non-defaulting party gives such notice and the default is not cured during the thirty (30) day period, the defaulting party shall have the right to legally and judicially pursue fulfillment of the defaulting party’s obligations or automatically terminate this agreement, at its discretion, in either case with the right to claim any suffered damages, in accordance with applicable law. In case of early termination of this agreement, obligations, covenants and undertakings of the parties hereunder which in nature should survive the termination shall continue in force.
Representations & Warranties; Liability. The parties warrant to each other that they are authorized to enter into this agreement, and that are entitled to grant the rights granted hereunder, as well as to accept and perform the obligations derived thereto, all without being in any conflict with any other agreement to which they are a party. In no event shall either party be liable for lost profits or for consequential, special, indirect, incidental, or exemplary damages, regardless of the legal theory on which they are based, even if such party has been advised of the possibility of such damages.
Furthermore, Restaurant hereby declares and warrants that it i) has the respective authorizations to carry out the restaurant activity that, in each case, may be mandatory in accordance with the provisions of the applicable legislation; ii) has the means to carry out its activity and comply with the obligations set forth in this agreement; iii) has not carried out any illegal activity or activity contrary to the law or been sanctioned for the exercise of its business activity; and iv) has not been previously suspended or expelled from access to the OAD Travel platform for any reason whatsoever.
Confidentiality. The parties undertake to keep all confidential information to which they have had access confidential. In particular, the receiving party undertakes to take the appropriate measures at any time to protect the confidential nature of the confidential information, measures that will not be less than those applied by it to its own confidential information, assuming, in any case the obligation to protect and safeguard the confidential information from unauthorized use, publication or disclosure and to take all necessary measures to protect the privacy of the confidential information and ensure the strict compliance of the confidentiality commitments. The confidential information shall not be used by the receiving party for any purposes other than those provided for in this agreement. Notwithstanding the foregoing, obligations set forth in this clause shall not apply with respect to any information that: (a) has been approved in advance for release by written authorization of disclosing party; (b) has become part of information in the public domain through no fault of the receiving party, its employees, its directors, its officers and its collaborators and legal or other professional advisers; (c) was legally known by the receiving party without restriction on disclosure or use prior to the disclosure thereof by disclosing party; or is required to be disclosed pursuant to law or court order, provided that the receiving party provides prior notice to the disclosing party and provides sufficient time to the disclosing party to assert any exclusions or privileges that may be available by law. This confidentiality obligation shall remain in force even after the termination of this agreement for any reason, until the information enters the public domain. For the purposes of this clause, “Confidential Information” shall mean any and all non-public information or data which is disclosed between the parties either orally, electronically, visually, or in a document or other tangible form and which is by nature confidential or is identified as confidential by the Parties, related to their own business, including but not limited to, intellectual property rights, products, discoveries, inventions, researches, improvements, plans, roadmaps, developments, processes, general business operations (including sales costs profits and pricing methods), technical data, customers and pricing information, scientific, regulatory, marketing, financial and commercial information or data, as well as trade secrets.
Expenses and Taxes. Each party shall bear its own costs and expenses (including the fees and disbursements of counsel and accountants) incurred in connection with the negotiations and preparation of and the execution of this agreement, and all matters incident thereto, unless this agreement indicates otherwise. Each party shall bear its own tax in accordance with applicable law.
Independent Contractors. Neither party shall be deemed to be the legal representative or agent of the other party for any purpose whatsoever, and neither party is authorized by the other party to transact business, incur obligations (express or implied), or otherwise act in any manner, in the name or on behalf of either party, or to make any promise, warranty or representation (other than herein provided) with respect to any matter in the name of or on behalf of either party.
Amendments. No amendment to this agreement shall be binding unless made in writing and signed by all the parties.
Intellectual Property. All intellectual property rights relating to the Platform, including trademarks, trade names, copyrights, software and databases, are and remain the exclusive property of OAD Travel and its licensors. Nothing contained in this agreement shall be construed as granting or assigning to the Restaurants any right, title or interest in respect of such intellectual property rights, except by the express written consent of OAD Travel. Restaurants may not use, copy, reproduce, create derivative works, use or exploit the Platform, website, or services without the express written consent of OAD Travel.
Data Protection: The personal data of the representatives of the parties, as well as of their employees and other contact persons who may intervene in the formalized legal relationship will be processed, respectively, by the entities identified in the heading, which will act independently, as data controllers. Said data will be processed in order to execute and maintain this agreement and the contractual relationship deriving from the same, in addition to complying with the legal obligations deriving from said relationship. The legitimacy of the data processing is based on the established relationship, legitimate interest, and compliance with applicable legal obligations. The data will be kept during the development of the relationship and the years necessary to comply with the legal obligations of the parties. The data may be communicated to public administrations and/or public bodies, for the fulfillment of legal obligations.
The holders of the personal data collected, by means of this agreement, may exercise their rights of access, rectification, objection, restrict processing, erasure, portability and not to be subject to automated decisions by contacting the addresses included in this agreement as the domicile of the parties. They may also lodge a complaint with a Supervisory Authority, especially when they have not obtained satisfaction in the exercise of their rights.
Personal data transfer: Where the performance of this agreement involves the transfer of personal data from OAD Travel to the Restaurants, both parties, recognizing to be subject to different regulations, undertake to comply with the applicable data protection regulations. OAD undertakes to guarantee the lawful origin of the personal data disclosed to the Restaurants, ensuring that they have been obtained in compliance with the requirements established in the applicable regulations on personal data protection.
Additional orders: OAD Travel may request the Restaurant, on a monthly basis, to provide information (which shall be given to OAD Travel anonymized) on the additional orders, outside pre-paid menus, made by OAD Travel customers in the Restaurant outside the pre-paid menus, so that OAD Travel may keep track of the most usual needs and requirements of its customers in order to analyse potential improvements or changes in its product offer.
Force Majeure. If any circumstance beyond the reasonable control of either party occurs, which delays or renders impossible the performance of certain of that party’s obligations under this agreement (other than payment obligations) on the dates herein provided (“Force Majeure”), such obligations shall be postponed for such time as such performance necessarily has had to be suspended or delayed on account thereof, provided such party shall notify the other party in writing as soon as practicable, but in no event more than five (5) calendar days after the occurrence of such event of Force Majeure, which notice shall reasonably attempt to identify such obligations under this agreement and the extent to which performance thereof will be affected. In such event, the parties shall confer promptly to determine an equitable solution to the effects of any such event, provided that such party who fails because of an event of Force Majeure to perform its obligations hereunder shall upon the cessation of the Force Majeure event take all reasonable steps within its power to resume with the least possible delay compliance with its obligations. Events of Force Majeure shall include, without limitation, war, revolution, invasion, insurrection, riots, pandemics, mob violence, sabotage, or other civil disorders, acts of God, laws, regulations or rules of any government or governmental agency, any delay or failure in manufacture, production or supply by third parties of any goods or services, any withdrawal or recall of a product at the direction of any governmental authority and any failure of a computer system.
Entire Agreement. This agreement constitutes the entire agreement between the parties in relation to the subject-matter hereof and supersedes all other agreements, arrangements and understandings, written or oral, concerning such subject matter between the parties.
Applicable Law and Jurisdiction. This agreement and any disputes arising out of or in connection with it, including non-contractual disputes, shall be governed by, construed, and enforced in accordance with the laws of Spain, excluding its conflicts of laws principles. All conflicts arising from this agreement, including any matter regarding its existence, validity or termination, shall be finally settled by the courts of the city of Barcelona (Spain). The parties expressly waive any and all objections that they might otherwise have as to personal jurisdiction and venue in these exclusive tribunals.