Terms and Conditions

Effective Date: March 1, 2020

 

Below are the User Terms and Conditions which set out the terms in which you, as a user, can access and use our website, services and applications, including our mobile application. Breadfast reserves the right to amend the User Terms prior to your acceptance on the website

 

1. Introduction

1.1. Welcome to www.breadfast.com (“Site”). The owner and operator of the Site is Breadfast LLC, a limited liability company, or any of its current or future subsidiaries, affiliates, successors, or assignees (collectively, “we”, “our”, “us or ”Breadfast”).

1.2. These User Terms & Conditions (“User Terms” or “Terms”) and all policies and additional terms (if applicable) posted on the Site set out the terms on which you, as a User, can access and use our Site, services and applications, including our mobile application, (collectively, the “Services”) for buying directly on the Site. These User Terms apply in addition to all our other terms (including Privacy Policy which is available on the Site and as amended from time to time, collectively the “Legal Documents”). By accessing, registering and/or continuing to use or access our Services, you are agreeing to be bound by these User Terms and the Legal Documents with immediate effect. References in these User Terms to “you” (or similar) are references to you as a legal entity.

 

2. Our Services

2.1. We provide Services for you as a User to enable you to enjoy products as a registered user on the Site. Depending on the business model, our Services, provided by us or by affiliated companies or other third parties, may include, (a) warehousing, order management and fulfillment (e.g. communication with a user on his/her purchase, obtaining payment from a user and organizing delivery); (b) shipping the product from warehouse/premises to the user; (c) cash collection and processing of payments; and (d) call center and customer support.

2.2. Modification of Service: Breadfast reserves the right at any time and from time to time to modify or temporarily discontinue the Service (or any part thereof). You agree that Breadfast shall not be liable to you or to any third party for any modification, suspension, or temporary discontinuance of the Service. Your continued use of the Site following such updates constitutes your acceptance of the revised Terms. If you do not agree to any of the terms in this Terms or to any future terms in a future revision of this Terms, do not use or access (or continue to access) the Site.

2.3. When you order products and services from Breadfast, we treat this as an offer from you to purchase such products and services. We may refuse to accept such orders for any number of reasons – such as a failure to meet credit check criteria, unavailability of products or services, product or pricing errors.

2.4. We reserve the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, any or all products in our sole discretion. We may, in our sole discretion, withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of your transactions if we consider it necessary for legal purposes or to ensure compliance with these User Terms.

 

3. User Conduct

3.1. Users must not attempt to gain unauthorized access to our technology platform, including servers, databases, and apps.

3.2. Users must not attempt to disrupt the delivery of Breadfast by any other means, including denial of service attacks or other distributed means.

3.3. Users must not knowingly send content to Breadfast to deliberately introduce viruses, malware, or otherwise attempt to harm or hack Breadfast app.

3.4. Breadfast reserves the right to suspend or delete user accounts that do not follow the code of conduct.

3.5. We reserve the right to take legal action against any user breaching these terms in accordance with the applicable laws.

 

4. User Agreement

4.1. You are obligated to read the Legal Documents and in particular, take note of the account eligibility and information requirements for opening a user account and your responsibilities when using the Site.

4.2. If you’re an individual who’s placing an order, you must be 18 years or older and resident in Egypt to purchase any products or services from us.

4.3. You are responsible for, and agree to pay promptly, all charges to your account, including applicable taxes and purchases by you or anyone you allow to use your account to access Breadfast services. You agree and accept responsibility for keeping all your account information current, including address, telephone number, e-mail address. Please do not send credit card or other payment information by email. You agree that you will not provide fraudulent information and that you are solely responsible for any information you provide to Breadfast, and accept responsibility for all activities that occur under your account or password. You will comply with all laws applicable to your activities on the Platform and with these Terms and Conditions agreements.

 

5. Refund and Replacement

5.1. You acknowledge that we are focused on ensuring an enjoyable user experience on the Site and that we have agreed to perform certain Services for users with respect to delivery, returns, replacements, exchanges and warranty of products under the applicable laws to enhance the user experience. You agree to provide all assistance necessary to enable us to fulfill our obligations to you as a user and you further agree to:

5.1.1. Accept a product where you have no right to return it under the terms of sale;

5.1.2. Replace or exchange a product under our terms of sale restrictions and ensure that replacement or exchange is within a reasonable time period to enable us to meet our obligations under the terms of sale; and

5.1.3. Do all necessary steps to issue a refund to ensure that we fulfill our refund obligations.

5.2. You accept that products refund due to cancellation, or a quality check failure will be refunded to you within twenty-one (21) working days; and products marked as non-deliverable, with initiated returns will be refunded to you within twenty-one (21) working days. Under no circumstances will you have the right to refund the exchanged products. However, you may raise a dispute within forty-eight (48) hours for fresh food or seven (7) calendar days of receiving the exchanged products.

5.3. Furthermore, you agree that:  

5.3.1. We have the right to reject a product upon receipt from you if, (i) it is damaged; (ii) it does not meet our packaging, quality or other requirements; (iii) it does not contain the necessary documentation; or (iv) it does not comply with these User Terms or any applicable laws

5.3.2. In circumstances where we stock products, we have the right to dispose of or otherwise do as we please with products if you do not arrange to pick-up in the case of rejection or return within fourteen (14) days from the date we are notified of the rejection or return;

5.3.3. We retain all title to products until delivered and paid for by a user, and at no point during the provision of our Services will you have title to the products (except in circumstances where Breadfast pays the full cost of the products through a penalty, ownership of the product shall transfer fully to Breadfast);

5.3.4. You are required to abide by all domestic tax regulations applied to products listed on Breadfast by the time of their listing and prices must be inclusive of all related tax as applicable by law if any. In the event you are obligated to issue e-invoices as per Egyptian Regulatory requirements, shall comply with such lawful requirements and adhere to.

5.3.5. All orders made by customers with incorrect pricing must be honored and fulfilled, and any costs or liabilities due to pricing errors shall be fully borne by Breadfast.

 

6. Fees and Payments

6.1. The fees applicable for using our services depend on the business model selected. The fees are included and detailed in the services or app and may vary in the future. The below terms, that are in effect on the date of sale of the relevant products, shall govern the transaction.

6.2. Notwithstanding these User Terms and without prejudice to our other rights and remedies, you acknowledge our right to:

6.2.1. Withhold all and any amounts owing to you to recover from such amounts all losses or damages suffered by us, as solely determined by us, including with respect to: (i) products that infringe a third party’s intellectual property rights; or (ii) your fraudulent conduct; or (iii) not providing valid invoices within 2 business days from the date of any request.

6.2.2. Upon suspension or termination of your account or your use of the Services, set off against any payments to be made to you, an amount determined by us to be adequate to cover chargebacks, refunds, adjustments or other amounts paid in connection with your transactions for one hundred and twenty days (120) period. At the end of such one hundred and twenty days (120) period following suspension or termination, we will disburse you any amount not used to offset chargebacks, refunds, adjustments or such other amounts paid or seek reimbursement from you via any of the following for any additional amount required to offset chargebacks, refunds, adjustments or other amounts paid, as applicable: (i) by deducting from future payments owed to you; (ii) reversing any credits to your account; (iii) charging your credit card; or (iv) seeking such reimbursement from you by any other lawful means. You further authorize us to use any or all of the foregoing methods to seek reimbursement, including the debiting of your credit card or bank account.

6.3. You agree to indemnify and hold us, our parent company, subsidiaries and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors harmless from and against any losses, damages and expenses (including legal fees and attorney’s fees) arising out of or relating to any claims or demands made by any third-party due to or arising out of: a) your breach of these terms and conditions; or b) your violation of any applicable laws or regulations.

6.4. Tipping: Breadfast users can reward the DAs (Delivery Associates) that are involved in executing their orders through Breadfast app. Users tip the staff directly by the credit/debit card they have registered or credit in their wallet. Any tip paid by the customer through Breadfast will be non-refundable. All tips paid by the customer will be paid in the local currency of the country from where the orders are placed. Tipping is completely voluntary and at the sole discretion of each user. Breadfast may at its sole discretion decide the exact allocation of the tip between the various staff members that contributed to the execution of the orders.

 

7. Bill Payments

7.1. Breadfast reserves the right to change the applicable terms and conditions at its discretion over time. Breadfast currently processes its bill payments through a third party payment service provider (“third party PSP”), which in turn settles the payments with the service providers. Hence, Breadfast reserves the right to not issue refunds in any form for bill payments that have been accepted by the third party PSP.

7.2. Breadfast fees and charges are only applicable to the Services the user selects and that are subsequently supplied to the user by the third party service provider. The user agrees to pay the charges applicable to the selected Services, as well as any applicable taxes and other charges including but not limited to activation fees, minimum service fees, termination fees, other nonrecurring charges and set-up fees.  The user also agrees to pay any additional charges or fees applied to the billing account for any reason, including but not limited to, due to insufficient credit or insufficient funds or the failure to pay any outstanding obligations to the third party service providers.  Set up fees, activation fees, installation fees and other non-recurring fees, if applicable, will be included in the first bill. The user is responsible for all charges as per the applicable terms and conditions of the relevant third party service providers.

7.3. In the event of the cancellation of the service by the service provider at any time during the billing cycle, Breadfast will not be liable for any refunds and the user shall directly contact the service provider.

 

8. Breadfast Balance

8.1. The ability to access cash top up services is made available to the user through Breadfast and is subject to change and availability.

8.2. “Breadfast Balance” refers to the prepaid balance which is represented electronically, denominated in the user’s local currency and attributed to the User Account, and which; (i) is credited to the User Account upon collection or receipt of funds; (ii) may be reloaded with additional funds by the user (subject to any limits or restrictions imposed by Breadfast at its discretion or by law and as may be notified to the user from time to time); (iii) may be redeemed or applied as a payment method on the App and/or Off-App Merchants which will satisfy and settle the payment obligation (iv) may be credited through promotions which include but are not limited to cashback, referrals and promo codes distributed by Breadfast (v) and may not be redeemable for cash.

8.3. As part of the User Account, the user may load Breadfast Balance by any one or more of the following payment methods: (i) by cash paid to delivery associates (“DAs”); (ii) bank card; (iii) Valid gift or vouchers issued by Breadfast or partners; or (iv) any other payment method made available by Breadfast (each a ‘Payment Method’). Breadfast reserves the right to offer additional payment methods and/or remove existing payment methods at any time at its sole discretion. With the user’s consent, credit card / payment information will be stored with our third party PSP(s) for future Orders. Breadfast does not store your credit card or payment information.

8.4. The user can reload the Breadfast Balance at any time. The user can also add a new payment method by adding any of the available options which may include but are not limited to debit, credit cards or prepaid cards. By selecting a particular payment method, the user acknowledges that the user is agreeing to the terms of service of Breadfast’s payment processing partners and the financial institution or payment service provider who has issued the selected Payment Method. The user further agrees that they could bear the cost or changes of any fees imposed by such payment processing partners or financial institutions in connection with the selected Payment Method.

8.5. Breadfast may in its sole and absolute discretion choose to refuse a request to reload Breadfast Balance, including (without limitation) where reloading would result in the aggregate value stored in the user’s Account exceeding any value permitted by prevailing laws and regulations or Breadfast policies.

8.6. By maintaining a negative balance you accept to adhere to this and all future iterations of the Breadfast terms and conditions.

8.7. Breadfast maintains the right to transfer your consent to any subsidiaries, sister companies or partners.

 

9. Intellectual Property

9.1. You hereby grant us a non-exclusive, royalty-free, sub-licensable, transferrable, assignable, perpetual and worldwide license to use your trademarks and other intellectual property you may provide to us in order for us to provide the Services to our end users.

9.2. Furthermore, you shall not use, or permit to be used, Breadfast’s name, trademarks or logos in any advertisements, promotional literature or information without the prior written consent of Breadfast.  Where such consent is provided, the use of Breadfast’s name, trademarks and logos shall be strictly in accordance with the permission and direction provided by Breadfast.

 

10. Liability

10.1. Nothing in these User Terms shall limit or exclude a party’s liability: (a) for fraud, including fraudulent misrepresentation, perpetrated by that party; (b) for death or personal injury caused by the negligence of that party; or (c) for any other liability that cannot be limited or excluded under applicable law.

10.2. Subject to clause ‎10.1 under Liability, in no event will we, our parent company, subsidiaries and affiliates, and our and their directors, officers, agents, employees, suppliers, subcontractors or licensors be liable, whether based on an action or claim in contract, tort, negligence, breach of statutory duty or otherwise arising out of or in relation to these User Terms for loss of profits, loss of data or information, business interruption or other pecuniary loss or for any special, indirect, incidental or consequential damages, even if we, our affiliates, directors, officers, agents, employees, licensors, subcontractors or suppliers have been advised of the possibility of such damages.

10.3. In addition, to the extent permitted by applicable law, we (including our parent company, subsidiaries and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors) are not liable, and you agree not to hold us responsible, for any damages or losses resulting directly or indirectly from:

10.3.1. The content or other information provided when using the Services;

10.3.2. Your use of or your inability to use our Services and/or delays or disruptions in our Services;

10.3.3. Pricing, shipping, format or other guidance and information provided by us or used for product listings;

10.3.4. Any defects or damage to a product that occurred prior to our acknowledged receipt of your product;

10.3.5. Bugs, errors or inaccuracies of any kind in our Services, viruses or other malicious software obtained by accessing or linking to our Services;

10.3.6. Damage to your hardware device from the use of our Site;

10.3.7. The content, actions or inactions of third parties using our Services;

10.3.8. A suspension or other action taken by us with respect to your use of the Services;

10.3.9. The duration or manner in which your listings appear in search results; or

10.3.10. Your need to modify practices, content or behavior or your loss of or inability to do business as a result of changes to these User Terms.

10.4. Subject to clause ‎10.1 under Liability, if clauses ‎10.2 or ‎10.3 are held to beare held to be unenforceable or inapplicable for any reason, then the total liability applicable to us, our parent company, subsidiaries and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors, to you, (including reasonable legal fees), whether based on an action or claim in contract, negligence or breach of statutory duty or otherwise, arising out of or in relation to these User Terms shall be limited to the lower of, (a) the price the product sold for on our Site and its original shipping costs;  (b) the amount of fees in dispute not to exceed the total fees that you paid to us in the twelve (12) months prior to the action giving rise to the liability; or (c) one thousand and five hundred Egyptian Pounds (EGP 1500).

10.5. You agree to indemnify and hold us, our parent company, subsidiaries and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors harmless from and against any losses, damages and expenses (including legal fees and attorney’s fees) (“Claims”) arising out of or relating to:

10.5.1. Our rejection of product exchanged to us by you under these User Terms;

10.5.2. Any claims or demands made by any third party (including users using our Site) due to or arising out of your use of the Services;

10.5.3. Your violation of any of provisions of these User Terms, including, without limitation, any of the warranties, representations and undertakings;

10.5.4. Your violation of any applicable laws, including, without limitation, data protection or anti-spam laws as well as any anti-bribery, anti-corruption, export control and sanctions laws;

10.5.5. Listed products, including with respect to defects in the products, losses suffered by third parties arising from the use of your products; 

10.5.6. The manner in which you use our Services, including, without limitation, that the content you post, or trademarks infringe the intellectual property rights of any third party or that the content of your listings is slanderous, defamatory, obscene or violates any other rights (including privacy rights) of any third party (including other Site users).

 

11. Suspension and Termination of Account

11.1. Without prejudice to any of our rights and remedies and without any liability to you, we may limit, suspend or withdraw your access to the Services and/or remove hosted content submitted by you or on your behalf if we consider, at our sole discretion that: (a) you have breached these User Terms in any manner whatsoever; (b) we reject a product exchanged to us by you under these User Terms; (c) you are not reasonably cooperating with an investigation by us or any law enforcement or regulatory agency; (d) you have failed to meet the agreed performance indicators; or (e) our continued provision of Services to you would expose us or other Site users to regulatory action or other material risk. Upon termination of your account, your User account registration shall cease to exist.

11.2. We reserve the right, in accordance, to suspend or block your account for, (a) detected violation for the Legal Documents or as stated under Suspension and Termination of Account section.

11.3. We may: (a) refuse to complete, or place on hold, block, cancel or reverse a transaction you have authorized (b) suspend, restrict, or terminate your access to any or all of the Breakfast Services, and/or (c) deactivate or cancel your Breadfast Account with immediate effect for any reason, including but not limited to where: 

  • We reasonably suspect you of acting in breach of this Terms; 
  • You take any action that may circumvent our controls such as opening multiple Breadfast accounts or abusing promotions which we may offer from time to time. 
  • We reasonably believe that we need to do so in order to protect our reputation
  • We are, in our reasonable opinion, required to do so by applicable law, regulation or any court or other authority to which we are subject in any jurisdiction
  • We have concerns that a transaction is erroneous or about the security of your Breadfast account or we suspect that the Breadfast Services are being used in a fraudulent or unauthorized manner

11.4. Termination of these User Terms (howsoever occasioned) shall not: (a) affect any accrued rights or liabilities of either party; (b) affect any provision of these User Terms that is expressly or by implication intended to continue on or after termination; or (c) require a court order.

11.5. After termination or deletion of your account, Breadfast will retain some of your personal information for a minimum of six years or as necessary to comply with our legal obligations, to prevent fraud, or to resolve disputes, as outlined in the Breadfast Privacy Policy.

 

12. Confidentiality

12.1. For the purposes of these User Terms, “Confidential Information” means our (or a Site user’s) non-public, confidential, secret or proprietary material and information that has been or may be, directly or indirectly, disclosed to you or which you come into the possession or knowledge of, whether in verbal, written, graphic, electronic or other form, in connection with or as a result of entering into these User Terms.

12.2. You will maintain the confidentiality of all Confidential Information we may provide you or which you receive as a result of your use of the Services and will not release, disclose, use, make available or copy any such Confidential Information without our prior written consent. You may disclose Confidential Information to employees, agents or subcontractors on a need-to-know basis only. Excluded from this obligation of confidentiality is Confidential Information which: (a) is known or becomes known to you directly or indirectly from a third party source not having an obligation of confidentiality to us; (b) becomes publicly known or otherwise ceases to be secret, proprietary or confidential, except through your breach of these User Terms; (c) is independently developed by you; or (d) is required to be disclosed by a government authority or by law, provided that you give us reasonable prior written notice sufficient to permit us to contest such disclosure.

 

13. General

13.1. By using Breadfast services, you consent to receiving electronic communications from Breadfast which are essential for the delivery of our services. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or relating to the service. This communication can be through calls, SMS, and/or email.

13.2. Breadfast reserves the right at any time to modify these Terms and Conditions and to add new or additional terms or conditions on your use of the Services. Such modifications and additional terms and conditions will be effective immediately and incorporated into these Terms and Conditions. Your continued use of the Services will be deemed acceptance thereof.

13.3. No modification to this Agreement shall be binding unless in writing and signed by an authorized representative of each party.