Partnership terms

Menu3D has developed and operates a SaaS platform enabling restaurateurs to turn their dishes into 3D models viewable in augmented reality, and to manage their digital menu, orders, reservations and online payments (hereinafter “the Platform”). Menu3D owns the “Menu3D” trademark.

The Partner wishes to market the Platform under the Menu3D brand in a defined territory, developing its own clientele of restaurateurs, relying on the technology and brand provided by Menu3D.

The Parties expressly agree that this contract is a commercial partnership agreement with a trademark licence, and not a franchise agreement, an employment contract, a mandate, a company or a joint venture. Each Party acts as an independent professional, in its own name and on its own behalf.

• Platform: all software, services and tools published by Menu3D (dashboard, menu editor, 3D/AR viewer, marketing tools including the “Brand Kit”).
• Brand: the “Menu3D” name, its logo and distinctive signs.
• Territory: the city or cities allocated to the Partner.
• Customer: an establishment that has subscribed to the Platform through the Partner in the Territory.
• Subdomain: the address [city].menu3d.net made available to the Partner.
• Fees: the amounts owed by the Partner to Menu3D (entry fee, licence fee, commission).

Menu3D grants the Partner, for the term of the contract and in the Territory:

• a licence to use the Brand to market the Platform under the name “Menu3D” (and, where applicable, “Menu3D [City]”);
• access to the Platform and its tools, via a dedicated Subdomain;
• the initial training and onboarding required to start;
• technical support relating to the Platform.

The Partner markets the Platform to restaurateurs in its Territory, develops and manages its own clientele, and itself collects the price of the subscriptions it sets.

The Parties are and remain independent professionals. This contract creates between them no company, association, mandate, employment relationship or subordination.

Each Party bears alone its costs, taxes, social contributions and liabilities. The Partner may not bind Menu3D or act in its name, and vice versa.

The Partner is solely responsible for its local regulatory compliance (registration, taxation, VAT, invoicing, consumer law, GDPR towards its own Customers).

Menu3D grants the Partner exclusivity per city over the agreed Territory(ies).

For the term of the contract, Menu3D undertakes not to appoint another partner in the same Territory and not to directly solicit new Customers there for the Platform.

The Partner shall not solicit or market the Platform in a territory allocated to another partner. Outside allocated territories, Menu3D retains the right to market the Platform directly or through other partners.

Exclusivity is contractual and is not guaranteed by any technical geo-restriction.

Menu3D undertakes to:

• make the Platform and Subdomain available, and maintain and update them under reasonable conditions;
• provide initial training and onboarding at start-up (included in the entry fee);
• give access to marketing tools (including the Brand Kit) under the terms in force;
• provide technical support for the Platform;
• develop the product and inform the Partner of significant changes.

Menu3D provides the Platform under a best-efforts obligation. Uninterrupted availability is not guaranteed.

The Partner undertakes to:

• actively promote and market the Platform in its Territory, in good faith;
• carry out the prospecting, sales, onboarding and first-level support of its Customers;
• respect the Brand, Menu3D's charter and image, and use the Brand only under authorised conditions;
• not disparage Menu3D or the Platform;
• comply with applicable regulations (taxation, VAT, invoicing, consumer protection, GDPR towards its Customers);
• maintain a valid, up-to-date Stripe Connect account;
• not modify, decompile, copy or reproduce the Platform, or create derivative works;
• provide Menu3D with the information reasonably necessary to monitor the activity.

The Partner contracts in its own name with its Customers and is their counterparty. Each Party owns its own customers: the Partner's Customers are its clientele; Menu3D provides only the technology and the Brand.

The Partner is responsible for the commercial relationship with its Customers, invoicing, collection and local service.

Fate of the clientele at the end of the contract: upon termination for any reason, ongoing Customers and their subscriptions are taken over by Menu3D. The Partner ceases to collect the corresponding subscriptions and cooperates in good faith with the transfer (data, accounts, Stripe).

8.1. Entry fee. On signing, the Partner pays a one-off entry fee covering initial training and onboarding, in the amount set out in the pricing offer provided to it. It is non-refundable unless otherwise agreed.

8.2. Licence fee. The Partner pays a monthly licence fee, potentially scaling with the number of active Customers, according to the pricing schedule provided to it.

8.3. Commission. Menu3D receives a commission of 35% on the amount of each subscription collected by the Partner via the Platform. This commission is automatically deducted from the Partner's Stripe Connect account at each collection. The Partner keeps the balance (65%).

8.4. Resale price. The Partner freely sets the prices of the subscriptions it sells to its Customers (amounts and currency).

8.5. Stripe fees. Payment processing fees are borne by the Partner and deducted from its account.

8.6. VAT. As Menu3D is subject to the VAT exemption scheme (Art. 56bis of the Belgian VAT Code), its invoices are issued without VAT. The Partner is responsible for its own tax situation.

The Partner opens and maintains a Stripe Connect account in its name, on which its Customers' subscriptions are collected.

The Partner irrevocably authorises the automatic deduction of Menu3D's commission from this account, at each collection.

The Partner is responsible for the compliance and validity of its Stripe account.

The Platform, the Brand and the related intellectual property rights remain the exclusive property of Menu3D. This contract entails no assignment.

Menu3D grants the Partner a non-transferable licence to use the Brand, limited to the term and purpose of the contract.

The Partner shall make no unauthorised use of the Brand, nor register any trademark, domain name or similar or confusing sign.

At the end of the contract, the Partner shall immediately cease all use of the Brand.

Each Party complies with Regulation (EU) 2016/679 (GDPR) for the processing it carries out.

With respect to the data of Customers and their end clients, the Partner is the data controller; Menu3D, as publisher of the Platform hosting this data, acts as a processor on behalf of the Partner, under the terms of a data processing agreement (DPA).

Menu3D remains the data controller for the data it processes itself (Partner account management, invoicing, aggregated statistics).

Each Party keeps the other's non-public information confidential during the term of the contract and for 3 years after its termination, save any legal obligation to disclose.

Throughout the term of the contract, the Partner shall not develop, operate or promote, directly or indirectly, a solution competing with the Platform (3D/AR digital menu for restaurants).

For 12 months following the end of the contract, the Partner shall not, in the Territory, market a directly competing solution to the Customers it managed under this contract.

The contract takes effect on its date of acceptance and is concluded for an indefinite term.

Either Party may terminate it at any time, without cause, subject to 3 months' written notice.

In the event of a serious breach not remedied within 15 days of a formal notice, the other Party may terminate as of right, without notice.

Menu3D may suspend access to the Platform in the event of non-payment or harm to the Brand or the security of the Platform.

Upon termination for any reason:

• the Partner ceases all use of the Brand and the Platform;
• ongoing Customers and subscriptions are taken over by Menu3D; the Partner cooperates with the transfer and no longer collects the corresponding subscriptions;
• each Party returns or destroys the other's confidential materials;
• amounts due up to the effective date remain payable;
• Articles 10, 12 and 13 survive termination.

The Partner is solely liable to its Customers for the commercial relationship, local legal compliance and local service.

Menu3D's liability, on all grounds combined, is limited to direct and foreseeable damages, and capped at the amount of Fees received by Menu3D over the last 12 months. Indirect damages (loss of revenue, clientele, data, image) are excluded.

Menu3D is not liable for interruptions attributable to third parties (hosts, Stripe, operators) or to force majeure.

Neither Party is liable for a breach due to force majeure within the meaning of Belgian law. If the impediment lasts more than 3 months, either Party may terminate without indemnity.

Menu3D may amend the terms of this contract. Any substantial amendment is notified to the Partner with reasonable notice (at least 1 month). Failing acceptance, the Partner may terminate under the conditions of Article 14.

This contract is governed by Belgian law.

Any dispute falls, failing amicable resolution, under the exclusive jurisdiction of the courts of the judicial district of Namur (Belgium).

In the event of any discrepancy between the French and English versions, the French version prevails.

The Partner declares having read the entirety of this contract and accepting it without reservation. Acceptance is evidenced by the box “I have read and accept the Menu3D partnership terms”, timestamped and recorded, constituting an electronic signature within the meaning of Belgian law.