TERMS AND CONDITIONS OF USE OF THE PLATFORM
These Terms and Conditions of Use (“Terms of Use”) of the platform https://smartlunch.pt/comissionista or https://smartlunch.pt/revendedor (hereinafter “Platform”), regulate access and use of the platform owned and managed by the company Morning Melody, unip, Lda - registered at the Commercial Registry Office with NIPC 513030565, with share capital of 5000 Euros, with registered office at Rua Abel Salazar, 43B, 1600-819 Lisbon. The platform is aimed at Commissioners, to sell SmartLunch, SIGG and Polarbox brand products.
Access to the Platform is conditioned on acceptance and compliance with the Terms of Use and the Privacy Policy .
1. Definitions
SmartLunch: Morning Melody, unip, LDA , hereinafter referred to as “SmartLunch” is a company dedicated to the retail trade of on-the-go food, drink and outdoor products, which intends to establish a direct sales channel for its Products, by concluding contracts with Commission Agents or Resellers who purchase and resell the Products
Commissioner(s)/Reseller(s): individual or legal person who, independently, purchases, resells, promotes and disseminates SmartLunch, SIGG or Polarbox Products and uses the dedicated Platform for this purpose (User Reseller).
Order: any and all orders submitted online by the Commission/Reseller to SmartLunch, through the website, which contains, in particular, the identification (name of the Product and Reference) and quantity of the products you wish to purchase.
Platform: website ( https://smartlunch.pt/comissionista or https://smartlunch.pt/revendedor ) dedicated to commission agents/resellers of products sold under the brands owned by “SmartLunch” or used by it under license from the respective owner , namely SIGG and Polarbox, with the following features:
a) Creation of registration and registration for resale;
b) Profile management;
c) Place orders;
Price: value attributed to a specific product stipulated by SmartLunch when sold by a Commission Agent/Reseller
Products: Any product from the brand “SmartLunch” and “SIGG, Polarbox?” or other brands sold by SmartLunch.
Final Value: Value of the sum of the Products ordered, after deducting the commission or commercial and promotional discounts that apply to the case and plus VAT at the applicable legal rate.
Territory: Portugal
2. Resale Activity
2.1 The Reseller undertakes to proceed, independently and at its own risk, with the purchase for resale, promotion and dissemination of the Products to the final consumer, under the terms and conditions set out herein.
2.2 For the purposes of complying with the previous paragraph, SmartLunch undertakes to sell to the Reseller who, in turn, undertakes to purchase, at its own expense and risk, for resale in the Territory to the final consumer, the Products ordered under the terms and conditions provided for in the Contract.
2.3 To become a SmartLunch Reseller, the Reseller must register on the Platform created for this purpose, in accordance with the conditions set out here.
3. Independence
3.1 The Commission/Reseller acts on its own behalf, autonomously, at its own risk, without any legal or economic subordination to SmartLunch, with the exception of fulfilling the duties established in this contract.
3.2 The Commission/Reseller will act as an independent professional, although with a spirit of collaboration, and will develop his activity and the time he will dedicate to it, with complete independence and in accordance with his own criteria.
3.3 As an independent professional, the Commission/Reseller is bound by all legal and regulatory obligations arising from the sale of SmartLunch products, and must comply with and obtain all authorizations, registrations or licenses that they are legally required to have in order to carry out this activity.
3.4 The Commission/Reseller will bear all expenses, responsibilities or charges inherent to the exercise of his activity, namely tax, social security or other similar charges, not having any employment relationship with SmartLunch, and never being able to contract debts, obligations or any other form of liability in the name and on behalf of SmartLunch.
3.5 Neither Party will be responsible for the debts and obligations of the other Party, nor will it have any right to the profits of the other Party.
3.6 The Commission/Reseller, as an independent professional, is not authorized to present himself, invoke or identify himself to third parties, as a representative, agent, attorney, or employee of SmartLunch.
3.7 The Commission/Reseller is free to establish and determine their structures and methods for reselling the Products, as long as they do not conflict with SmartLunch's commercial policies.
4. General Obligations
4.1 The Commission/Reseller undertakes to comply, at all times, in the exercise of its resale activity, with the Prices and Commercial Conditions and Sales Procedures defined at all times by SmartLunch, as well as the legislation that is applicable to it, namely with regard to compliance with information duties within the scope of its relationship with consumers, namely to comply with the provisions of Decree-Law no. 24/2014, of February 14th or the legislation that may apply in this matter, and to act with the care and diligence required of an independent professional.
4.2 The Commission/Reseller is also obliged to fully comply with all obligations arising from the legislation relating to contracts concluded at a distance and outside a commercial establishment (direct sale), namely DL no. 24/2014, of 14 February, DL No. 78/2018, of October 15th and Law No. 47/2014, of July 28th, as well as Directive (EU) 2015/2302 and Directive No. 2011/83/EU of the European Parliament and Council , October 25, 2011.
4.3 Commission/Reseller and user of the Platform are obliged to provide truthful data and practice conduct that is in line with the principles and values pursued by SmartLunch.
4.4 The Commission/Reseller hereby declares and guarantees that it fulfills, and undertakes to maintain valid during the term of the contract, all the conditions required for the exercise of the activity subject to the Contract, being the holder of all licenses, authorizations, registrations and insurance and other necessary legal requirements.
4.5 The Commission/Reseller's participation in fairs, exhibitions or any other events of a similar nature depends on prior written authorization from SmartLunch.
5. Counterpart
5.1 SmartLunch will provide the Reseller Commission with the commercial conditions in addition to the sales procedures that are applicable to the sale of the Products.
5.2 The reference by SmartLunch to resale prices under commercial conditions should be understood as a price recommendation to the final consumer.
5.3 The Commission/Reseller is free to determine and/or make any changes to the prices they charge to the End Consumer, and any changes they make are their sole responsibility.
6. Order
7.1 The Commission/Reseller must place their orders through the Website in the area designated for the Reseller/Reseller.
7.2 For each Order, the minimum Final Value of € 250.00 (two hundred and fifty euros) for the Reseller and the Commission has no minimum value, and this minimum Final Value may be changed by decision of SmartLunch
7.3 The Commission/Reseller must remain active whenever they place an order during the year. If the Commission/Reseller does not comply with this minimum, this Agreement will be automatically suspended, reactivating itself with the placing of a new Order.
7.4 Orders will be sent and delivered to the address indicated by the Commission/Reseller at the time of registration, or to the address indicated by the Commission/Reseller when completing the Order, and it is your sole responsibility to indicate and choose the delivery address for the orders.
7.5 After receiving the Order, the Commission/Reseller must check and confirm the quality and quantity of the Products, in accordance with your order and invoice. In case of discrepancies, mistakes or defects in the Products in the order, the Commission/Reseller must notify the support service within the established deadlines.
8. Products, Storage and Sale
8.1 SmartLunch is responsible for the Products, ensuring compliance with the applicable obligations set out in Regulation (EC) No. 1223/2009, of November 30th and other applicable legislation, except in situations of inappropriate storage by the Reseller.
8.2 The Commission/Reseller, in this capacity and in the context of their activities, when selling a Product, undertakes to act with due diligence in relation to the obligations set out in Regulation (EC) No. 1223/2009, of November 30th and other applicable legislation.
8.3 SmartLunch undertakes to sell the Products to the Commission/Reseller in good condition.
8.4 SmartLunch undertakes to provide information on the use and proper storage of all its Products, so that Commission Agents/Resellers can inform end consumers.
9. Intellectual Property Rights
9.1 SmartLunch undertakes, whenever possible, to take whatever measures are necessary to protect its intellectual property rights relating to the Products, however, the Commissionor/Reseller undertakes to inform SmartLunch of all facts that are known to you and that are likely to harm such rights.
9.2 use by the Commissionor/Reseller of intellectual property rights relating to the Products, which may be carried out within the scope of this contract, does not grant the Commissionor/Reseller any rights over them.
9.3 The Commission/Reseller will fully respect all of SmartLunch's intellectual property rights, undertaking, in particular, that, by itself or through third parties, it will not use, outside the scope of this contract, or register any signs, works or other realities that may be protected by intellectual property rights and that may conflict with SmartLunch's rights or, in some way, harm them.
9.4 The Commissionor/Reseller may not duplicate, alter or create materials that contain SmartLunch's Intellectual Property without the latter's prior written approval.
9.5 Commission/Reseller will only use printed or electronic materials (including websites) that are produced or approved by SmartLunch
9.6 Commission/Reseller must identify themselves as an “independent reseller” whenever they use the SmartLunch brand in any communication channel or profile on social networks. The Commissioner/Reseller is expressly warned that the use of the SmartLunch brand in any communication channel or social network, without the express mention that it is an “independent reseller”, and that causes confusion with SmartLunch websites, platforms or profiles, may request the deletion of the page, profile or website, without prior notice.
9.7 Commission/Reseller is prohibited from using any content published on social networks belonging to SmartLunch. The Commissioner/Reseller is only allowed to promote a republication, duly identified by “repost” of the content published on the “SmartLunch” social networks, namely, the content made with “public figures”/”influencers”.
9.8 Without prejudice to the provisions of the previous paragraph, the Commissionor/Reseller may publish the content created by SmartLunch intended for Commissionors/Resellers, namely, the “cards” and/or videos created by Marketing or other SmartLunch departments or services.
9.9 All content on the Platform is protected by intellectual property rights and those resulting from the protection of brands, patents and/or industrial designs, deposited or registered in the name of SmartLunch, as well as all rights relating to third parties that may be, or were, in some way, available on the Platform and cannot be reproduced or used without the specific authorization granted by SmartLunch.
9.10 The commercial use of the expression “SmartLunch” or other brands marketed by SmartLunch, or its variations such as brand, business name or domain name, in addition to the contents of the Platform, as well as the programs, databases, networks, files that allow that the user logs into their account are the property of SmartLunch and are protected by international laws and treaties on copyright, trademarks, patents, models and industrial designs.
9.11 Any use not covered by the aforementioned authorization will be considered a violation of copyright and subject to the respective legal sanctions.
10. Collection and Processing of Reseller Personal Data
10. SmartLunch, as Data Controller, collects and processes personal data from the Commissionor/Reseller contained in this Agreement and their registration in accordance with the General Data Protection Regulation and other applicable data protection legislation, which are used by SmartLunch to comply with obligations arising from this Agreement, compliance with legal obligations, pursuit of SmartLunch's legitimate interests and, when applicable, consent of the data subject. Mandatory information related to the processing of personal data, including the rights of the Commission/Reseller as the data subject, can be consulted in the privacy policy, available at: Policy and Privacy
11. Information and Communication Materials
11.1 SmartLunch may send the Reseller email communications with information related to its products, opportunities and campaigns that exist within the scope of the existing contractual relationship, so that the Commission/Reseller can disseminate it to its customers. Such informative emails do not constitute direct marketing communications and will contain the mention “intended only for Commission Agents/Resellers” and the Commission Agent/Reseller undertakes not to forward and/or redirect such communications to end customers/consumers.
11.2 In addition to the above, SmartLunch may send to the Commissionee/Reseller, to the email indicated in 11.1, communication, advertising, marketing and promotional materials related to its products within the scope of the existing contractual relationship. Such materials will not contain the mention indicated above and consist of communication pieces and tools that the Commission/Reseller can use for resale activity, if desired, with end customers/consumers. For the avoidance of doubt, the Commission/Reseller has no obligation to send such communications to end customers/consumers.
11.3 If the Commission/Reseller directs or forwards the materials referred to in 11.2. to end customers/consumers, it does so at its own risk, obliging itself to:
The. Include a disclaimer in the communications through which the materials are sent, expressly mentioning that the communication is sent in the name of the Commission/Reseller, with SmartLunch being unaware of said communication;
B. Comply with the legal requirements arising from personal data protection legislation, namely, obtaining from end customers/consumers (when necessary) their consent to send/receive said communications, as well as providing mandatory information under the terms of said legislation.
11.4 Assume any and all liability arising from the violation of the conditions and prohibitions set out in this clause 11, exempting SmartLunch from any liability in this regard, including for the payment of any fines that may be applied to SmartLunch as a result of such violation, as well as for any losses and damages that may be claimed by end customers/consumers from SmartLunch.
12. Use of the Platform
12.1 The Commissionist/Reseller must register on the Platform https://smartlunch.pt/comissionista or https://smartlunch.pt/revendedor , in the field intended for this purpose. The obligations of the Commission/Reseller as a user of the Platform, the registration process and information on the functioning of the Platform are set out in the “Terms and Conditions for using website navigation”, available at: https://smartlunch.pt /terms and conditions
13. Non-compliance and Resolution
13.1 Either Party has the right to terminate this Agreement in the event of non-compliance by the other Party with any of its obligations arising from it.
13.2 subject to a different provision in this contract, the Party that intends to exercise the right of termination must previously notify the other Party, by email to the address registered on the platform or by registered letter with acknowledgment of receipt, of the situation of non-compliance, expressly mentioning the respective grounds and granting a period of no less than 10 (ten) days for the other Party to put an end to such situation, without prejudice to being able to determine suspensive measures, which are necessary as a precaution.
13.3 If the Party notified to end the non-compliance does not comply with its obligations within the period granted for this purpose, the other Party may exercise its right of termination, with the consequences provided for by law and in this Agreement.
13.4 Without prejudice to the provisions of the previous paragraphs, either party may, by email to the address registered on the platform or by registered letter with acknowledgment of receipt, terminate the Contract with immediate effect in the event of non-compliance by the other party, due to its severity or reiteration, makes the subsistence of the contractual relationship unenforceable.
13.5 To the detriment of the previous paragraphs, in case of suspected misuse of the Platform or Order placed in a fraudulent, abusive manner or in violation of the established rules, SmartLunch may suspend or refuse fulfillment and delivery of the Order to the delivery location, and must inform the Commission/Reseller, by email, of the suspension or refusal of the Order and justifying reasons.
13.6 The Parties hereby agree that failure to comply with the obligations set out in clauses 3, 4, 5, 6, 7, 8, 9 and 11 constitute grounds for termination of the Contract under the terms of the previous number.
13.7 In the event of default by the Commissionor/Reseller of the obligations arising from this Agreement, and without prejudice to other rights under the law or this Agreement, SmartLunch may: (i) charge, as a penal clause, the amount corresponding to the sum of late payment interest and any charges or expenses related to the defective execution or non-compliance with this contract, plus the value of €10.00 (ten euros) on the price of the outstanding products, a value that can be updated annually in accordance with the Consumer Product Index for the immediately previous year, without prejudice to the possibility of O Boticário being able to claim excess damage (ii) not delivering any order, without this representing a breach attributable to it.
13.8 In case of non-compliance with the obligations arising from clauses 3, 9, 11 and 12 of this Agreement, and without prejudice to other rights that you may have under the law or this Agreement, SmartLunch may claim , as a penalty clause, the amount of €100.00 (one hundred euros) for each event and/or day on which non-compliance occurs, without prejudice to the possibility of SmartLunch being able to claim excess damage.
14. Duration
14.1 This Agreement comes into force on this date and is concluded for an indefinite period of time, and may be terminated by either party, at any time, by electronic communication sent to the address registered on the Platform, or by registered letter with acknowledgment of receipt addressed to the other party and sent 10 (ten) days in advance of the date on which the denunciation will take effect.
14.2 In the event of termination of this Agreement, the Reseller is obliged, regardless of the cause of termination, to immediately pay all amounts owed to SmartLunch and to return any material that is the property of SmartLunch.
15. Communications and/or Notifications
15.1 SmartLunch will use the email provided when registering on the Platform as the main communication channel with Commissionors/Resellers, with a view to sending communications confirming their operations and requests on the Platform, or even to provide any specific request, such as response to password recovery.
15.2 Commission/Reseller is obliged to keep their personal and contact details indicated on the Platform permanently updated.
15.3 In addition to the provisions of the previous paragraph, communications made by SmartLunch are also considered to have been made: (i) via e-mail or SMS to the e-mail address or mobile phone number of the Commissioner/Reseller, contained in its register; (ii) through publication on the SmartLunch website, provided that the Commission/Reseller has registered to allow them to access their Reserved Area and has accepted the Terms and Conditions of Use and Privacy Policy applicable to the website.
15.4 The Parties agree that the addresses indicated in the Platform's registration constitute agreed domiciles for the purposes of delivering orders and invoicing, as well as for the purposes of any judicial or extrajudicial notification, with the Commission/Reseller being obliged to keep these addresses permanently updated.
15.5 Unless otherwise stated, any communications between the parties will only be considered valid and effective if made in writing.
15.6 The Commission/Reseller declares that they are aware of and have accepted the content of the terms and conditions https://smartlunch.pt/termos-e-condicoes of the Platform, as well as declaring that they are aware of the Privacy Policy https://smartlunch.pt/politica -privacy .
16. Confidentiality
16.1 Commission/Reseller undertakes to keep, even after the termination of the Contract, all conditions or information obtained in the execution of this Contract as strictly confidential, and may only disclose its terms or such information with written authorization from the counterparty or in compliance with legal obligations.
17. Miscellaneous Provisions
17.1 This Agreement is entered into personae, meaning that the Commission/Reseller may not assign, or in any way transmit, in whole or in part, the rights and obligations arising from this Agreement or, if applicable, change its corporate structure, without the express prior written consent of SmartLunch.
17.2 This Agreement constitutes the entire agreement of the Parties regarding the matters covered herein and any amendment or modification will only be valid and effective if contained in a written document signed by the Parties.
17.3 The non-exercise or late exercise of any right enjoyed by the Parties under the terms of this Agreement does not imply its waiver nor prevent its subsequent exercise.
18. Applicable Law and Competent Jurisdiction
18.1 This Agreement is governed exclusively by Portuguese Law.
18.2 To resolve any dispute arising from the interpretation and/or execution of this Agreement, the Parties choose Portuguese jurisdiction, choosing the Lisbon District court as exclusively competent, expressly renouncing any other.
