These Terms of Service (“Terms”) of YOUCATER TECHNOLOGIES LIMITED, a company duly established under the laws of Abu Dhabi Global Market (hereinafter referred to as “YouCater”, “we” or “us”), describe when and the conditions under which you as Customer (“you” or Customer”) (defined below) are allowed to access or use YouCater’s website at www.youcater.me and/or application  (hereinafter jointly referred to as the “Platform”). These Terms contain disclaimers and other provisions that limit our liability to you. Please read these Terms carefully before visiting our  Platform. 

YouCater’s services (“Services”) offered herein comprise an online marketplace platform that simplifies the process of finding and ordering catering services from catering services provider (the “Suppliers”) through which individuals or corporate entities may view, explore Suppliers, their catering services and contact them for information and proposals on the Platform by creating an account Customer. Customer understands and agrees that the Platform is providing a platform for Customers to request information and proposals and to book the catering services from Suppliers. YouCater is acting as the intermediary and facilitator to introduce the Supplier to the Customer and provide a forum for the parties to transact. 

The following are the terms that govern the use of the Platform. By using the Platform, you expressly agree to be bound by these Terms and the separate Privacy Policy (“Policy”), and to follow these Terms and all applicable laws and regulations governing the use of the Platform. If you do not agree to these Terms, you should not access or use the Platform. 

YouCater reserves the right to change and modify these Terms or any other YouCater policies related to use of the Platform without the consent of Customer or otherwise, at any time and at its sole discretion by positing revisions on the Platform. Your continued use of the Platform will constitute acceptance of such changes or modifications.

If you violate these Terms, YouCater may terminate your use of the Platform, bar you from future use of the Platform and/or take appropriate legal action against you. 

Subject to Customer’s compliance with these Terms, YouCater grants the Customer a non-exclusive, non-sublicensable, revocable, non-transferable license to access and use the Platform. All rights not expressly granted in this Agreement are reserved by YouCater. The license granted in this section is conditioned on Customer’s compliance with these Terms. 

In the event the Customer breaches any terms and conditions set out herein, YouCater, in the sole judgment, shall be entitled to immediately terminate this rights granted in this Section 1.1 immediately and without notice to the Customer.

YouCater retains all right, title, and interest in and to all Intellectual Property Rights related in and to the Platform and the Services. YouCater’s logo and names are trademarks of YouCater and are registered in United Arab Emirates. Customer must not reverse assemble or reverse compile or directly or indirectly allow or cause a third party to reverse assemble or reverse compile the whole or any part of the Platform or the Services. All other product names, company names, marks, logos, and symbols on the Platform may be the trademarks of their respective owners. Nothing in the Terms grants you a right to use any YouCater’s marks. Customer shall not conduct, facilitate, authorize or permit any text or data mining or web scraping in relation to the Platform or any services provided via, or in relation to, the Platform. This includes using (or permitting, authorizing or attempting the use of): (a) any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Platform or any data, content, information or services accessed via the same; (b) any automated analytical technique aimed at analyzing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.

This Platform contains content which is owned by or licensed to us (the “Content”). This Content includes, but is not limited to, the information, design, layout, look, appearance and graphics. 

You are granted a license to use content on the Platform subject to the restrictions described in these terms and conditions and may not be used, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. All Content and material contained in this Platform is and shall remain at all times the copyright of YouCater. If you download or print a copy of the content you must retain all copyright and other proprietary notices contained therein.

You must be 18 years old to access the Services. You are required to register on the Platform and establish an account ("Account") with us in order to access the Services. You agree to keep your Account password confidential and will be responsible for all use of your Account information and password. We will never ask you for your password; do not share your password with anyone. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable. 

YouCater offers the Platform and Services for Customers’ business purposes only. YouCater makes the Platform and Services available for Customers and Suppliers to find one another and for Customers to request information and proposals from Suppliers and to book the Suppliers’ catering services for their events. If Customers and Suppliers then choose to enter into agreements, such agreements shall be through the Platform and in the form set out in the Platform. 

We reserve the right, in our sole discretion to (a) suspend your Account; (b) cancel your Account; and/or (c) edit your account details, at any time without notice or explanation. You may cancel your Account with us on our Platform at any time.

Unless specified otherwise, any messages, notices or other communications to users permitted or required under this Agreement, will be provided electronically and given by YouCater via email, Platform notification, or WhatsApp. Customers not wishing to be contacted via messaging services outside of email and Platform can choose to opt out as desired in their settings and preferences.

Customer may not use, or encourage, promote, facilitate, or instruct, induce, or otherwise influence or cause others: (1) to use the Platform or Services for any activities that violate any law, statute, ordinance or regulation; for any other illegal or fraudulent purpose or any purpose that is harmful to others, or (2) to transmit, store, display, distribute or otherwise make available content that is illegal, fraudulent or harmful to others; (3) use our Platform in any way or take any action that causes, or may cause, damage to the Platform or impairment of the performance, availability or accessibility of the Platform; (4) conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our Platform without our express written consent.

Customer Account. To use the Services, you must login the Platform with your username or your phone number. In order to create an account (“Account”), you will be asked to provide information that personally identifies you and the company you may work for (“Personal Information” and “Business Information).

Information on Your Profile. Some of the Business Information you provide when creating your Account will be used to create a profile (your “Profile”). See the Privacy Policy for additional details about how we use this information.

Account Information Accuracy. You represent and warrant that all Personal Information and Business Information you provide in connection with your Account and your use of the Services are current, complete, and accurate, and you agree that you will update that information as necessary to maintain its completeness and accuracy by updating your personal Profile.

Account Security. We shall not be liable for any loss that you incur because of someone else using your Account, either with or without your knowledge. 

Binding Nature.  If you use our Platform in the course of a business, then by so doing you bind both yourself and the company or other legal entity that operates that business to these terms and conditions, and in these circumstances references to  “Customer” or ”you” in these terms and conditions are to both the individual user and the relevant company or legal entity.

Customers may pursue the services provided by Suppliers as follows: 

1. By issuing a request for proposal (“Request for Proposal” or “RFP”) directly to one or more suppliers selected by the Customer and based on the Quotations received, issue a Booking Request (as hereinafter defined) to the chosen Supplier. Upon issuance of a Booking Request to the chosen Supplier , and payment of the Event Fee by the Customer based on the invoice issued by YouCater on behalf of the Supplier(the “Invoice”), the terms and conditions set out in the Quotation shall be binding on the Supplier and the Customer; 
2. By issuing a Request for Proposal, without specifying the Suppliers to respond to the RFP, wherein YouCater shall, in its sole discretion, select the Suppliers who will receive the RFP and be requested to respond. The Suppliers shall submit a Quotation in response to the RFP. Upon election by the Customer of the Supplier, the Customer will issue a Booking Request to the Supplier. Upon issuance of the Booking Request and payment of the Event Fee by the Customer based on the Invoice issued by YouCater on behalf of the Supplier, the terms and conditions of the Quotation shall be final and binding on the Supplier and the Customer; or
3. By issuing a Request for Proposal directly to a specific supplier who such Customer chooses to appoint for the event, as more specifically set out in Section 6 below. The Supplier shall issue a Quotation in response to a RFP. Upon issuance of the Booking Request and payment of the Event Fee by the Customer based on the Invoice issued by YouCater on behalf of the Supplier, the Quotation shall form a binding obligation on the Supplier and the Customer.

All RFPs and BR’s shall be made by the Customer exclusively through the Platform.

Suppliers are required to respond to the Customer in a timely manner to such requests through the Platform in the event a Supplier receives a Customer RFP and/or BR. YouCater shall only facilitate the Customer’s issuance of the RFP’s and BR’s.  

YouCater is not responsible for any communication between Customers and the Suppliers. When a Customer submits an RFP or BR on the Platform, the Supplier and YouCater shall receive the RFP or BR. However, YouCater is not required to act and only maintains the records. The Supplier is responsible for acting and responding to Customer.

Customer understands and agrees that all Invoices issued in respect of a Booking Request shall be solely issued by YouCater on behalf of the Supplier. The Customer shall not accept and pay any invoice issued directly by the Supplier. 

If you wish to book the catering services of any Supplier for your event, you will be asked to provide personal and credit card details required for your Booking Request in order to process the Event Fee (as hereinafter defined) based on the Quotation.  An addition to the Event Fee, you shall be responsible for the transaction fee imposed by the payment gateway service provider for processing the on-line payment (“Transaction Fee”). This Transaction Fee shall be added automatically added to the Booking Request invoice.

You will be charged a fee for the Event based on the Quotation (“Event Fee”). We will receive the Event Fee for your Booking Request on behalf of the Supplier, and pass this on to your chosen Supplier, after deducting our commission fee mutually agreed between us and the Supplier (the “Commission Fee”). This service is free to the Customer, unless the Customer contracts with a Supplier introduced through the Platform in an attempt to circumvent YouCater, wherein the provisions of Section 13 of these Terms of Service shall apply.

The complete Event Fee shall be payable by the Customer through the Platform and upon acceptance of your Booking Request by the Supplier. The Customer acknowledges and agrees that he/she/it shall bear and promptly pay all VAT and other taxes imposed and related to the Booking Request.

Upon Supplier confirmation of the Booking Request, the Supplier shall be responsible to provide the catering services as specified in the Quotation.  The Customer understands and agrees that upon the Customer’s issuance of a Booking Request and payment of the Event Fee, the Quotation issued by the Supplier, shall form a binding contract between the Supplier and Customer.  “Quotation” as used herein means the quotation issued by the Supplier in response to an RFP setting out the fees for the Event, as well as any additional terms and conditions applicable with respect to the services to be provided by the Supplier to the Customer.  Any terms and conditions set out in the Quotation issued by a Supplier to a Customer which conflict with these Terms of Service, shall be void.

YouCater shall not in any way be responsible for the catering services information of the Supplier or any other information posted on the Platform and related to the Supplier (the “Supplier Information”).

If you have any specific requirements related to your Booking Request, you must communicate those requirements to your Supplier through the Platform and ensure you document appropriately the terms of your requirement with the Supplier.

If you have a complaint with regard to the catering services provided by a Supplier, you must inform your Supplier immediately through the Platform in order to give them the chance to resolve the problem. YouCater shall not in any way be responsible for any act or omission of the Supplier in providing the catering services to the Customer. 

If you wish to make a change to a Booking Request, you should contact the Supplier through the Platform to inform the Supplier of your new requirements.  If the Supplier does not respond, you may contact us on contact@youcater.me.  If you wish to change your Booking Request, this may, in some cases be considered to be a cancellation of your Booking and the cancellation policy set out below will then apply at the discretion of your chosen Supplier. 

In the event you cancel a Booking Request for any reason after the payment of the Event Fee has been  transferred to YouCater, the following cancellation fees based on the date of cancellation (“Cancellation Fees”) shall apply, subject to the Festive Period Policy below:

¹Notwithstanding the foregoing, in the event of exigent circumstances, as determined by us in our sole discretion on a case by case basis, we will use our reasonable endeavors to try arrange for a partial refund with the Supplier, provided however, if we do not succeed, the Customer understands and agrees that the terms set out herein shall apply.

The Transaction Fee shall not be refundable under any circumstances, save in the event the Supplier cancels the Event, in which case the Supplier shall be responsible for the Transaction Fee.

Furthermore, and notwithstanding the above, the Customer acknowledges and agrees that the Supplier shall have the option to provide its own Supplier Cancellation Policy which shall be uploaded on the Platform.  In the event the Supplier Cancellation Policy has been uploaded to the Platform, the Supplier Cancellation Policy shall prevail.

Festive Period and Large Events Policy: 

For Events falling between 20th December and 2nd January inclusive (the “Festive Period”), and for any Event with an expected attendance of more than sixty (60) persons at any time of year (a “Large Event”), the following cancellation terms shall apply instead of the standard terms above:

• Cancellations made 15 days or more before the Event Date: 100% refund of the Event Fee (excluding the Transaction Fee). 

• Cancellations made 14 days or less before the Event Date: non-refundable.
 

Customer acknowledges that:

1. Whilst we may perform limited checks on Suppliers who wish to register with us, we are not in a position to fully confirm the identity of Suppliers or to verify the status of the facilities and event services they are offering;

1. we do not have control over the quality of the facilities and event services provided by Suppliers, nor of the integrity, responsibility or actions of Suppliers. We do not make any representations about the suitability of any event services or the accuracy of any images or descriptions which a Supplier may provide to users through the Platform;
2. we are not party to any contract for the provision of services obtained through the Platform and we are not involved in any transaction made between you and a Supplier;
3. we are not responsible for the enforcement of any contractual obligations arising out of a contract for the provision of services between Customer and Supplier; and 
4. we will have no obligation to mediate between the Customer and any Supplier in the event of any dispute.

Customer knowingly and freely assume all risk when using the Services. Customer voluntarily agrees to release, waive, discharge, hold harmless, defend, and indemnify YouCater and its stockholders, officers, directors, employees, agents, affiliates, consultants, representatives, successors, and assigns (collectively, the “YouCater Parties”) from any and all claims, actions, or losses including but not limited to financial damages,  bodily injury, property damage, wrongful death, emotional distress, loss of privacy, or other damages or harm, whether to Customer or to third parties, that may result from Customer’s use of the Services.

YouCater does not endorse or make any representation or warranty whatsoever (whether express, implied or statutory), and shall not be responsible or liable under any circumstances whatsoever, in respect of:

1. any Supplier or third-party website listed on the Platform through Supplier profiles, or any information, data, instructions, functionalities, features, services, products or other content offered or provided in or through such third-party website;
2. any information, data, instructions, functionalities, features, services, products or other content offered or provided by third parties in or through this Platform; and/or
3. (without prejudice to the generality of the foregoing) any Third-Party content.

Such third-party websites, third party information, data, instructions, functionalities, features, services, products or other content (whether provided or offered in or through such third-party websites or in or through this Platform) and Third-Party content are the sole responsibility of independent third parties and are not under the control of YouCater, and as such Customer’s access and/or use thereof and/or reliance thereon is solely at such Customer’s own risk.

By registering for the Services and providing your Personal Information and Business Information, you expressly consent to receive electronic mail, social media and other methods of communication from YouCater, including communications and notifications. These communications will be about the Services and other matters. 

YouCater provides the venue for Suppliers to list their catering services in their Profiles and for Customers to pursue the available Suppliers and their services. In the event of a transaction between the Customer and Supplier, Customers understand and agree that YouCater shall collect the payments or processing payments between Customers and Suppliers. Payments are made by Customers to Suppliers  through the Platform.  

The Customer hereby agrees not to circumvent, avoid, bypass or obviate, directly or indirectly YouCater and the Platform by engaging, entering into any transaction, agreement with the Supplier or booking the catering services of a Supplier and/or transferring the Booking Fee off the Platform. You acknowledge and agree to not request, solicit or make payments outside the Platform to Suppliers and you agree to prohibit Supplier from attempting to receive the Booking Fee outside of the Platform.

You acknowledges and agrees that in the event you circumvent YouCater, you shall be liable for an amount equivalent to the Commission Fee that would have been received by YouCater for any Event Fee paid by the Customer to the Supplier due to the introduction made by YouCater through the Platform. 

Furthermore, any attempts to circumvent YouCater may result in your and the Supplier immediate expulsion from the Platform and you and the Supplier may be banned from using it.

The Platform may offer you the opportunity to submit, post, display, transmit, perform, publish, distribute or broadcast content and materials, including, without limitation, photographs, text, data, questions, comments, suggestions or personally identifiable information (“Your Content”). You retain ownership of any intellectual property rights that you hold in Your Content.

You grant to us a royalty-free, non-exclusive, perpetual, irrevocable license to use, copy, edit, adapt, publish, reproduce, translate, sub-license, create derivative works from, make available, communicate, display, store and distribute Your Content (in whole or part) and/or to incorporate it in other works in any form, format, media, or technology now known or later developed (including without limitation in print, digital and electronic form) throughout the world in accordance with the provisions of these Terms. By submitting Your Content, you warrant that you have the right to grant this license. To the extent permitted by law, you waive all moral rights in Your Content. To the extent that you are unable to waive any such moral rights, you agree not to assert the same.

It is our sole discretion whether or not we choose to publish or otherwise make available Your Content on the Platform.

For the avoidance of any doubt, you acknowledge and agree that we may:

• continue to publish all or part of Your Content even if you change your mind and want us to remove it and/or you are no longer registered with the Platform;
• remove Your Content at our sole discretion (even if you have not breached these Terms);
• use all or part of Your Content in promoting our products and services;
• reproduce your trademarks, trade names, service marks, logos, domain names or other identifying signs or images;
• publish and/or distribute widgets and other applications similar to yours and bearing our or another user's branding or logo without any liability or responsibility to you;
• modify Your Content in any way at our sole discretion.

Notwithstanding the above, you acknowledge that we are not responsible for checking, monitoring or moderating Your Content and you remain solely responsible for Your Content that you upload or submit.

By uploading or submitting Your Content to the Platform, you warrant and represent that you are the sole author of and owner of all proprietary rights in the Your Content. If Your Content includes any material proprietary to a third party, you warrant that you have obtained the permission of such third party owners to use their material in accordance with the provisions of these Terms.

You warrant and represent that Your Content will not be inappropriate. Without limitation, Your Content will be considered inappropriate if:

• It is defamatory, plagiarized, abusive, malicious, threatening, false, misleading, offensive, insulting, discriminatory, profane, harassing, racist, sexist, indecent, obscene, pornographic or hateful;
• It is in breach of confidentiality or another person’s privacy,
• It prejudices any active legal proceedings of which you are aware;
• It contains accusations of impropriety or personal criticism of our staff;
• It infringes any intellectual property rights proprietary to us or any other third party;
• It is technically harmful (including without limitation computer viruses, logic bombs, trojan horses, worms, harmful components, corrupted data or other malicious software, harmful data or conduct);
• It advertises or promotes any product or service or makes any requests for donations or financial support;
• It is spam or junk content;
• It impersonates another person or otherwise misrepresents your identity, affiliation or status;
• It would be considered a criminal offence, or gives rise to civil liability, or is otherwise unlawful; and/or
• is in breach of these Terms.

You must not attempt to avoid or undermine any protections we put in place for the security and operation of the Platform.

You must not attempt to gain unauthorised access to our Platform, the server on which our Platform is hosted or any server, computer or database connected to our Platform or to attack our Platform via a denial of service attack. By breaching the provisions of this clause, you may be committing a criminal offence. We shall report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them and your right to use our Platform shall immediately and automatically cease.

Unless you have our express permission to do so, you must not re-submit Your Content or other material or applications which have previously been removed.

You shall indemnify us on demand and keep us indemnified against all liabilities, losses, damages, costs, claims and expenses (including any professional costs and expenses) suffered or incurred by us arising out of or in connection with any breach or alleged breach by you of this Section 14.

You undertake to defend us from and against any claim or action by a third party that the use or possession of Your Content submitted or uploaded to the Platform by you infringes the intellectual property of such third party (“IPR Claim”), and shall on demand indemnify us and keep us indemnified against all liabilities, losses, damages, costs, claims and expenses (including any professional costs and expenses) suffered or incurred by us arising out of or in connection with any such IPR Claim.

The registered and unregistered trademarks or service marks on the Platform are the property of their respective owners and, unless stated otherwise in these terms and conditions, we are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights.

YouCater expressly disclaims any and all warranties, express or implied, regarding the Platform and the Services, arising by operation of law or otherwise, including without limitation any and all implied warranties of merchantability, fitness for a particular purpose, non-infringement, no encumbrance, or title, in addition to any warranties arising from a course of dealing, usage, or trade practice. YouCater does not warrant that the Platform and/or the Services will meet Customer’s requirements, or that the operation of the Platform and/or Services will be uninterrupted or error-free. YouCater disclaims all implied liability for damages arising out of the furnishing of the Platform and/or the Services pursuant to these Terms, including without limitation, mistakes, omissions, interruptions, delays, tortious conduct, errors, representations, or other defects arising out of the failure to the furnish the Platform and/or the Services, whether caused by acts of commission or omission, or any other damage occurring. The company shall not be liable for any indirect, incidental, special, consequential, or punitive damages (including without limitation damages for lost profits or lost revenues), whether caused by the acts or omissions of YouCater, YouCater’s Parties or their agents or representatives.

YouCater is not responsible regarding the accuracy of information provided by Suppliers related to their services and products. 

In no event shall YouCater or YouCater’s Parties be liable to Customer for any claims arising from commercial and/or contractual terms, transactions and agreements made between Customer and Supplier, including without limitation for special, incidental, or consequential damages, lost profits, lost data or confidential or other information, loss of privacy, costs of procurement of substitute goods or services, failure to meet any duty including without limitation of good faith or of reasonable care, negligence, or otherwise, regardless of the foreseeability of those damages or of any advice or notice given to YouCater or YouCater’s Parties arising out of or in connection with any actions or obligations of Customer or Supplier, any commercial and/or contractual terms, transactions and agreements made between Customer and Supplier. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action. Customer agrees that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the bargain between IOC and Customer. The Services would not be provided without such limitations.

Customer represents and warrants that Customer’s use of the Platform and the Services will be in accordance with these Terms and any other YouCater policies, including without limitation, the privacy policy, and with any applicable laws or regulations.

Without limiting any indemnification provision of these Terms, Customer (the “Indemnitor”) agrees to defend, indemnify, and hold harmless YouCater and YouCater Parties (collectively, the “Indemnitees”) from and against any and all claims including but not limited to legal costs and fees, and providing sole and exclusive control of the defense of any action to YouCater, including the choice of legal counsel and all related settlement negotiations, arising out of or relating to: (i) the relationship between Customer and YouCater, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (ii) Customer’s breach of these Terms, including without limitation any representation or warranty contained in these Terms; (iii) Customer’s access to or use of the Services; (iv) Customer’s provision to YouCater or any of the Indemnitees of information or other data; (v) Customer’s violation or alleged violation of any foreign or domestic, international, federal, state, or local law or regulation; or (vi) Customer’s violation or alleged violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights.

The Indemnitees have the right, but not the obligation, to participate through counsel of YouCater’s choice in any defense by Customer of any claim as to which Customer is required to defend, indemnify, or hold harmless any, the Indemnitee. Customer may not settle any claim without the prior written consent of YouCater.

This Agreement is governed by and construed in accordance with the laws of the Abu Dhabi Global Market (ADGM). Any disputes arising from this Agreement shall be finally settled by the ADGM Courts. 

If you become aware of any violation of these Terms, you must immediately report it to Customer Service at contact@youcater.me You agree to assist us with any investigation we undertake and to take any remedial steps we require in order to correct a violation of these Terms.