Terms of use

Customer terms for businesses (B2B)

1. Scope of Application and Contractual Structure

1.1 These Terms apply to customers who, at the time of concluding the contract, act in the exercise of their commercial or independent professional activity (“Business Customer").

1.2 Portal Minds UG (haftungsbeschränkt) (“WAY.FOOD”) operates an online platform for brokering catering and related services for events.

1.3 There are separate contractual relationships:

• a) a platform usage contract between WAY.FOOD and the Business Customer;
• b) a Service Contract between the Business Customer and the respective booked Provider.

1.4 WAY.FOOD does not become a party to the Provider service.

1.5 Conflicting or deviating terms and conditions of the Business Customer apply only insofar as the respective contracting party has expressly agreed to their application.

2. Registration and Use

2.1 The platform usage contract between the Business Customer and WAY.FOOD is concluded upon completion of registration and acceptance of these Terms of Use.

2.2 The Business Customer must provide complete and accurate company, contact and billing data and update any changes without undue delay.

2.3 It bears responsibility for ensuring that persons who make bookings via its user account are sufficiently authorised internally to do so.

3. Offers and Bookings

3.1 The Business Customer submits a binding booking offer to the Provider upon completing the checkout process.

3.2 The Provider has contractually authorised WAY.FOOD to accept booking offers in its name within the automated booking process.

3.3 For bookings where payment is immediately due, WAY.FOOD automatically accepts the booking offer in the name of the Provider upon successful completion of the checkout and payment process. This concludes the Service Contract between the Business Customer and the Provider.

3.4 If the event is more than ninety (90) days in the future, WAY.FOOD accepts the booking offer in the name of the Provider upon successful completion of the checkout process. This concludes the Service Contract as a binding reservation; immediate payment is not required.

3.5 Individual Provider offers are generally binding for three (3) days, unless a different period is stated in the specific offer. The Business Customer accepts the individual offer by completing the checkout process provided for this purpose.

4. Prices

4.1 The Business Customer owes the Provider the total price shown at checkout for the booked service.

4.2 The total price is calculated on the basis of the prices stored by the Provider for the booked service. The total price shown to the Business Customer before completion of the booking is decisive.

4.3 The Business Customer does not owe any separate remuneration to WAY.FOOD.

5. Payment

5.1 A deposit of 30 % of the total price generally becomes due upon booking. Where a higher deposit is provided for the specific booking, its amount is shown to the Business Customer in the checkout before submission of their booking declaration and is decisive for the booking.

5.2 The balance payment becomes due twenty-eight (28) days before the event.

5.3 If the event is less than twenty-eight (28) days in the future, the total amount is due immediately.

5.4 If the event is more than ninety (90) days in the future, the booking is initially made as a binding reservation without immediate payment. The deposit becomes due ninety (90) days before the event.

5.5 If the Business Customer does not pay the due deposit on time, it receives a payment request and a reasonable grace period. If payment is also not made within the grace period, the Provider is entitled to cancel the reservation and release the date again. WAY.FOOD is authorised to declare the cancellation in the name of the Provider. No cancellation fees are incurred for this.

6. Payment Processing

6.1 Technical payment processing takes place exclusively via a licensed payment service provider integrated by WAY.FOOD. WAY.FOOD itself does not maintain a payment account for the Business Customer and does not receive customer funds into its own bank account. Payment amounts are processed within the platform and account structure provided by the payment service provider.

6.2 A payment made via the payment method provided by WAY.FOOD discharges the debt with effect towards the Provider.

6.3 Refunds are generally processed via the original payment method.

7. Invoices

The invoice issuer for the Provider service is the Provider. WAY.FOOD technically creates deposit, final, correction and, where applicable, cancellation documents in the name and for the account of the Provider. The Business Customer is obliged to provide the company data required for invoicing completely and correctly.

8. No Right of Withdrawal

Undertakings have no statutory consumer right of withdrawal. The following cancellation rights apply solely on the basis of contractual agreement.

9. Cancellations

9.1 Cancellation by the Business Customer

The Business Customer may cancel a binding booking in accordance with the following cancellation provisions. A long-term reservation for which no deposit has yet been paid may be cancelled free of charge up until the deposit falls due.

9.2 Cancellation Table

The cancellation fee amounts to:

≥ 30 days before the event: 0 % of the total price

14–29 days before the event: 30 % of the total price

7–13 days before the event: 60 % of the total price

0–6 days before the event: 100 % of the total price

Payments already made are credited against the cancellation fee. Any amount paid in excess is refunded to the Business Customer. If the payments already made fall short of the cancellation fee owed, the remaining difference becomes due for payment to the Provider upon the cancellation taking effect. The Business Customer retains the right to prove that the Provider incurred no loss, or a substantially lower loss, as a result of the cancellation. In this case, the cancellation fee is reduced accordingly.

9.3 Settlement Effect

Insofar as Section 648 of the German Civil Code (BGB) applies to the Service Contract, the agreed cancellation rules take the place of the statutory remuneration calculation as a contractual lump-sum arrangement. Upon payment of the cancellation fee owed under this clause, all remuneration and compensation claims of the Provider arising from the cancellation are settled. The Provider will not assert any further claim.

10. Cancellation by the Provider

If the Provider cancels a confirmed booking, the payments made by the Business Customer are refunded in full, unless an amicable replacement or rebooking solution is agreed.

Further statutory claims remain unaffected.

11. Hardship Cases

Without prejudice to mandatory statutory rights, alternative solutions may be offered in documented exceptional cases, in particular official prohibitions of the event, force majeure or proven emergencies. Insofar as such a solution deviates to the Business Customer's disadvantage from its contractual or statutory claims, it requires the Business Customer's consent.

12. Rebookings

12.1 The Business Customer and the Provider may amicably change a confirmed booking, in particular with regard to the event date or the booked scope of services. The rebooking is requested via the platform and only takes effect once both parties have consented to it via the platform. The standardised WAY.FOOD rebooking process is generally available once per booking. Further amicable changes between the Business Customer and Provider remain possible; there is no entitlement to renewed technical handling via the standardised WAY.FOOD rebooking process.

12.2 A rebooking is generally possible up to twenty-eight (28) days before the event date. Thereafter, only the cancellation provisions under clause 9 apply.

12.3 If the event takes place less than twenty-eight (28) days after the booking and the total amount is therefore immediately due, an amicable rebooking may take place up to seven (7) days before the respective event date. Thereafter, only the cancellation provisions under clause 9 apply.

12.4 If the event takes place more than ninety (90) days after the booking, an amicable rebooking remains possible up to twenty-eight (28) days before the event date. During the reservation phase before the deposit falls due, the booking may likewise be amicably changed, subject to availability.

12.5 If the total price changes as a result of the rebooking, a corrected invoice is created and any payment link already issued is adjusted accordingly. Payments already made are credited. An additional amount becomes due in accordance with the applicable payment schedule; a lower amount is refunded.

12.6 In the case of a move to a new event date, the cancellation periods under clause 9.2 are calculated based on the new event date.

13. No-Show and Lack of Cooperation

13.1 If the Business Customer does not appear at the agreed event location or prevents performance of the service, although the Provider is ready and able to perform properly, the matter is treated for remuneration settlement purposes as a cancellation within 0–6 days before the event.

13.2 The Business Customer retains the right to prove that no loss, or a substantially lower loss, was incurred.

14. Obligations of the Business Customer

14.1 Unless otherwise agreed in the specific offer, the Business Customer is responsible for creating the conditions within its area of responsibility that are necessary for carrying out the event. These include in particular:

required event and special-use permits,

suitable areas and access,

required fire safety and traffic safety measures,

required power and water supply,

sanitary facilities and waste disposal options,

liability insurance cover appropriate for the specific event, where necessary in particular event organiser liability insurance,

the provision of facilities and other conditions within its area of responsibility to ensure compliance with food hygiene requirements, and

other conditions designated in the specific offer as to be provided by the Business Customer.

14.2 The Business Customer indemnifies WAY.FOOD against all third-party claims arising from a breach of its obligations under clause 14.1, insofar as it is responsible for the circumstance giving rise to the claim.

15. Content and Legal Compliance

15.1 The Business Customer must not post unlawful content via the platform or infringe third-party rights, in particular trade mark, copyright, personality or data protection rights. It is responsible for the content and information it provides.

15.2 The Business Customer indemnifies WAY.FOOD against legitimate third-party claims asserted against WAY.FOOD on the basis of unlawful use of the platform, or unlawful content provided by the Business Customer, for which the Business Customer is responsible.

16. Availability of the Platform

WAY.FOOD endeavours to ensure a high level of availability of the platform. Uninterrupted availability cannot be guaranteed, in particular due to maintenance work, disruptions of telecommunications or payment service providers, or other circumstances outside WAY.FOOD's sphere of influence, and does not give rise to any liability.

17. Liability

17.1 WAY.FOOD is liable without limitation under the statutory provisions for intent and gross negligence, for damages arising from injury to life, body or health, in the case of fraudulent intent, where a guarantee has been assumed, and under mandatory statutory liability provisions.

17.2 In the case of slightly negligent breach of material contractual obligations, WAY.FOOD's liability is limited to the foreseeable damage typical for this type of contract.

17.3 In all other respects, WAY.FOOD's liability for damages caused by slight negligence is excluded.

17.4 WAY.FOOD is not liable for breaches of duty by the Provider under the Service Contract, unless WAY.FOOD is itself responsible for these due to its own culpable conduct.

18. Set-Off

18.1 The Business Customer may only set off against claims of WAY.FOOD with undisputed or legally established counterclaims, or with counterclaims arising from the same contractual relationship.

19. Termination of the Contract

19.1 The Business Customer may terminate the platform contract at any time. Service Contracts already concluded between the Business Customer and Providers remain unaffected.

19.2 WAY.FOOD is entitled to terminate the platform contract for good cause without observing a notice period. Where the good cause is based on a breach of contractual obligations, the termination is generally only permissible after the unsuccessful expiry of a reasonable period for remedy or after an unsuccessful warning, unless such is dispensable under the statutory provisions. Good cause may exist in particular in the case of significant or repeated breaches of contract, intentionally or grossly negligently incorrect material information, significant default in payment, or abusive use of the platform.

19.3 The Business Customer retains access to the platform functions required for handling bookings already concluded.

20. Changes to these Terms

20.1 The version of these Terms in effect at the time the respective booking was concluded applies to bookings already concluded. Changes do not have retroactive effect on Service Contracts already concluded.

20.2 Changes to the ongoing platform usage relationship are communicated to the Business Customer in good time before they take effect. Where the effectiveness of a change requires the Business Customer's consent, it is obtained separately. Changes are deemed approved if the Business Customer does not object within four weeks of receipt of the notice of change.

21. Electronic Conclusion of Contract

21.1 Before submitting a booking, the Business Customer may review and correct its entries.

21.2 WAY.FOOD confirms receipt of a booking without undue delay by electronic means.

21.3 The contractual terms applicable at the time of conclusion of the contract, including these Terms, can be retrieved by the Business Customer and stored in a reproducible form.

22. Communication Prior to Conclusion of Contract

22.1 Until a binding booking or binding reservation is concluded, communication between the Business Customer and the Provider takes place exclusively via the WAY.FOOD booking chat integrated into the platform.

22.2 The exchange of direct contact details, in particular telephone numbers, e-mail addresses, website addresses or messenger contacts, is not permitted before this point.

22.3 Upon conclusion of a binding booking or binding reservation, the contact details of the parties required for carrying out the booking are released.

23. Reviews

23.1 After the event has taken place, the Business Customer may review the Provider via the review system provided on the platform.

23.2 Reviews must be based on actual experiences and must not, in particular, contain unlawful, insulting or demonstrably untrue content.

23.3 Reviews may be published on the respective Provider's public profile page.

24. Data Protection

24.1 WAY.FOOD and the Business Customer comply with the applicable data protection provisions.

24.2 WAY.FOOD processes personal data in particular to perform the platform contract, to broker and handle bookings, and to fulfil statutory obligations.

24.3 Details of the processing of personal data are set out in WAY.FOOD's applicable privacy policy.

25. Restriction and Suspension of the User Account

25.1 WAY.FOOD may temporarily restrict or suspend the Business Customer's access to the platform if the Business Customer significantly or repeatedly breaches these Terms, provides incorrect material information, fails to make due payments despite a reminder, or makes abusive use of the platform.

25.2 The respective measure must be proportionate, taking into account the nature and severity of the breach and the other circumstances of the individual case. Where appropriate, the Business Customer is notified of the breach beforehand and given the opportunity to remedy it.

25.3 Existing bookings generally remain unaffected by a restriction or suspension. Access to the functions necessary for their proper handling is maintained, insofar as no compelling legal or security-related reasons preclude this.

26. Choice of Law and Jurisdiction

26.1 German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

26.2 If the Business Customer is a merchant, a legal entity under public law or a special fund under public law, the place of business of WAY.FOOD is the exclusive place of jurisdiction for all disputes arising from or in connection with the platform contract.

26.3 For disputes arising from the Service Contract between the Business Customer and the respective Provider, the statutory places of jurisdiction or those effectively agreed between these parties apply.

Provider terms

1. Subject Matter and Definition of Provider

1.1 Portal Minds UG (haftungsbeschränkt) (“WAY.FOOD”) operates a digital marketplace for brokering catering and related services for events.

1.2 “Provider" is any undertaking within the meaning of Section 14 of the German Civil Code (BGB) that offers corresponding services via WAY.FOOD, in particular caterers, restaurants, food truck operators, mobile kitchens, private chefs and event catering businesses.

1.3 The Provider renders the services it offers in its own name and for its own account towards the respective Customer. WAY.FOOD does not become a party to the Provider service.

1.4 The contract between WAY.FOOD and the Provider is concluded when the Provider completes registration incorporating these Provider Terms and WAY.FOOD activates the provider account for use.

2. Role and Authority of WAY.FOOD

2.1 The Provider engages WAY.FOOD to broker the services it offers via the platform.

2.2 The Provider authorises WAY.FOOD in particular,

• a) to present its offers via the platform,
• b) to receive booking offers from Customers within the standardised direct booking process and to accept them in its name where the stored booking conditions are met,
• c) to transmit booking and reservation confirmations in its name,
• d) to incorporate the respective applicable Customer Terms (B2C) or Business Customer Terms (B2B) for the Provider into the respective Service Contract with the Customer,
• e) to arrange payment processing via the designated payment service provider with debt-discharging effect for the Provider and to make and receive the declarations required for this,
• f) to technically create deposit, final, correction and cancellation documents in the name and for the account of the Provider,
• g) to make or receive other declarations required for the automated performance of the booked service and payment process, and
• h) to request and receive payment, via the designated payment method and in the name of the Provider, of any remaining due difference amount of the cancellation fee following a Customer cancellation, after crediting payments already made.

2.3 The authority is limited to the standardised processes provided for by the platform terms and the respective offer. WAY.FOOD is not generally authorised to change the scope of services, the base price stored by the Provider, or other individual agreements without the Provider's consent.

2.4 WAY.FOOD acts exclusively for the Provider within the scope of the above authority and is not authorised to represent the Customer when concluding the Service Contract.

3. Onboarding

3.1 The Provider must provide all information required for participation completely and correctly.

3.2 WAY.FOOD may in particular require evidence of:

• ● status as an undertaking,
• ● trade registration,
• ● tax registration,
• ● bank and payment details,
• ● required food-law or trade licences,
• ● public liability insurance, and
• ● where applicable, vehicle- or location-related permits.

3.3 WAY.FOOD may refuse to admit a Provider where objective grounds exist for doing so.

4. Offers and Availability

4.1 The Provider is responsible for the accuracy, completeness and currency of its offer and master data.

4.2 In particular, it must keep prices, available dates, scope of services, minimum order quantities, travel conditions, additional services and other essential booking parameters up to date.

4.3 Availability released by the Provider enables an automated direct booking without any further confirmation step by the Provider. The Provider must therefore maintain its calendar such that the displayed availability is reliable.

4.4 Individual offers are generally binding for three (3) days, unless a different binding period is stated therein.

5. Provider's Performance Obligations

The Provider is solely responsible for the proper performance of the service agreed with the Customer.

In particular, it must:

• a) hold all necessary permits and licences,
• b) comply with food, hygiene, trade and other applicable regulations,
• c) maintain appropriate insurance cover,
• d) provide accurate information on food, ingredients and allergens, insofar as legally required,
• e) adhere to the agreed dates and scope of services, and
• f) inform WAY.FOOD without undue delay of circumstances that jeopardise the performance of an existing booking.

6. Incorporation of the Customer Terms

6.1 The Provider engages and authorises WAY.FOOD to incorporate the respective applicable "Terms of Use and Booking Terms for Consumers" into the Service Contract for consumer bookings, and the respective applicable "Terms of Use and Booking Terms for Undertakings" for business bookings.

6.2 Insofar as these terms govern the direct relationship between Customer and Provider, WAY.FOOD acts merely as the Provider's representative.

6.3 The Provider must not enforce, outside the platform process, terms towards a Customer that deviate from and conflict with a booking already concluded via WAY.FOOD, unless the Customer expressly consents to the deviation.

7. Pricing

7.1 The Provider itself determines the prices underlying its calculation for its services.

7.2 On the basis of the price stored by the Provider, the platform calculates the total price presented to the Customer, taking into account the agreed WAY.FOOD fee and the VAT information stored by the Provider.

7.3 Where the booking is properly performed, the settlement is structured economically such that the Provider retains its calculated net base price. Insofar as, due to the minimum fee under clause 8.2, the WAY.FOOD fee exceeds 15 % of the net base price, the amount remaining for the Provider is reduced accordingly. The WAY.FOOD fee under clause 8 is owed as a separate claim of WAY.FOOD against the Provider and is offset within the payment process.

7.4 The specific VAT classification of individual goods and services remains the Provider's responsibility. WAY.FOOD may provide technical classifications and input masks for this purpose.

8. WAY.FOOD's Fee

8.1 WAY.FOOD receives a WAY.FOOD fee for bookings successfully brokered via the platform.

8.2 The current standard fee is: 15 % of the net base price calculated by the Provider, but at least EUR 39.00 per booking, in each case plus statutory VAT. For individually created concierge or admin offers, a different fee may be agreed for the respective booking. The minimum fee under sentence 1 applies in this case only insofar as this is expressly agreed for the relevant booking.

8.3 The WAY.FOOD fee is a claim of WAY.FOOD against the Provider, not against the Customer.

8.4 It is taken into account economically when calculating the total price payable by the Customer and is offset within the payment process against the amounts processed via Stripe.

9. Changes to Terms

9.1 Changes to the WAY.FOOD fee or other transaction-related terms apply exclusively to future bookings.

9.2 Bookings already concluded and binding offers already transmitted to Customers that are still within their binding period enjoy grandfathering protection.

9.3 Changes to the WAY.FOOD fee or other transaction-related terms are communicated to the Provider in accordance with clause 30.

10. Payment Processing via Stripe

10.1 Payment processing currently takes place via Stripe within a Connect/marketplace structure.

10.2 WAY.FOOD itself does not maintain a payment account for the Provider and does not hold customer payments in its own bank account.

10.3 The customer payment is processed via the Stripe platform or Connect system set up for this purpose.

10.4 The Provider authorises WAY.FOOD to arrange the technical instructions required for the respective payment process towards Stripe within the scope of the contractually agreed rules.

10.5 WAY.FOOD must not freely use the Provider's funds for other purposes or allocate them to another Provider.

11. Payout Release

11.1 The amount economically owed to the Provider is allocated to its Stripe account linked to WAY.FOOD in accordance with the technical Stripe structure.

11.2 The payout takes place on a rule-based basis and generally automatically.

11.3 A regular release takes place:

• a) upon the Customer's confirmation of successful performance, at the earliest twenty-four (24) hours after this confirmation;
• b) in the absence of a Customer response, at the latest fourteen (14) days after the event; or
• c) upon resolution of a complaint opened in good time, at the earliest twenty-four (24) hours after resolution.

11.4 If the Customer has opened a complaint before a payout release has been triggered, the payout is deferred until resolution.

11.5 A payout already triggered in accordance with the established rules is not automatically reversed on the basis of a complaint opened only subsequently. This applies without prejudice to the chargeback provisions under clause 16.

11.6 The payout release under clause 11.3 requires fully completed payment onboarding as well as complete tax master data of the Provider. As long as one of these requirements is not met, or the Provider is suspended under clause 28, the payout is deferred until the respective obstacle no longer applies.

11.7 Beyond the cases expressly set out in these Terms, WAY.FOOD has no free economic discretion to delay or refuse payouts at will.

12. Invoicing Authority

12.1 The Provider authorises WAY.FOOD to technically create all Customer documents required within the platform model in its name and for its account. This includes in particular offers, deposit/advance invoices, final invoices, invoice corrections and cancellation documents.

12.2 The Provider remains the invoice issuer and remains responsible for the accuracy of the tax master data it provides.

12.3 WAY.FOOD issues the Provider with a separate statement or invoice for its own brokering fee, plus statutory VAT.

13. VAT Information

13.1 The Provider must provide its VAT status and the tax information required for settlement completely and correctly.

13.2 This applies in particular with regard to standard taxation or small business status, tax classification of offered items, allocation of components taxed differently, and changes to tax status.

13.3 Services that have not been conclusively classified for tax purposes must not be settled with a particular VAT rate solely on the basis of an unreviewed standard assumption.

14. Cancellations by Customers

14.1 The Customer-facing cancellation conditions arise from the Terms of Use and Booking Terms for Consumers (B2C) or Undertakings (B2B) respectively incorporated with the Customer.

14.2 The Provider accepts the cancellation fee effectively agreed with the Customer as the final Customer-facing arrangement. It will not assert any further claims against the Customer in respect of the same cancellation.

14.3 The cancellation amount actually owed and collected from the Customer as a result of a cancellation is distributed in the internal relationship between Provider and WAY.FOOD in accordance with the following provisions. The total amount distributed to the Provider and WAY.FOOD may not exceed the cancellation amount actually collected.

To calculate the internal distribution ratio, the Provider's net base price under clause 7.3 and WAY.FOOD's net fee under clause 8.2 are weighted using the following factors. The cancellation amount actually collected is then distributed in proportion to these weighted amounts.

a) Consumer bookings (B2C)

30 or more days before the event: no cancellation fee; neither the Provider nor WAY.FOOD receives any cancellation amount.

14 to 29 days before the event: Provider weighting 30 % of the net base price; WAY.FOOD weighting 50 % of the net fee.

7 to 13 days before the event: Provider weighting 60 % of the net base price; WAY.FOOD weighting 75 % of the net fee.

0 to 6 days before the event: Provider weighting 100 % of the net base price; WAY.FOOD weighting 100 % of the net fee. However, the sole determining factor for the distribution is the cancellation fee of 90 % of the total price owed towards the consumer under the B2C Booking Terms.

b) Business bookings (B2B)

30 or more days before the event: no cancellation fee; neither the Provider nor WAY.FOOD receives any cancellation amount.

14 to 29 days before the event: Provider weighting 30 % of the net base price; WAY.FOOD weighting 50 % of the net fee.

7 to 13 days before the event: Provider weighting 60 % of the net base price; WAY.FOOD weighting 75 % of the net fee.

0 to 6 days before the event: Provider weighting 100 % of the net base price; WAY.FOOD weighting 100 % of the net fee. Determining factor is the cancellation fee of 100 % of the total price owed towards the Business Customer under the B2B Booking Terms.

14.4 If the cancellation fee owed towards the Customer is reduced on the basis of successful rebuttal of proof, only the correspondingly reduced cancellation amount actually collected is distributed in accordance with the ratio applicable to the relevant cancellation tier under clause 14.3. Insofar as amounts already paid out to the Provider must be recovered as a result of such a correction, WAY.FOOD is entitled to offset these against payout claims of the Provider not yet paid out, or future such claims, or to reclaim them from the Provider.

14.5 In the event of a Customer cancellation, WAY.FOOD's fee entitlement for the relevant booking is conclusively determined by clause 14.3. WAY.FOOD has no further fee entitlement under clause 8 for that booking. Any higher amounts already offset are corrected accordingly.

14.6 Any additional goodwill compensation paid by WAY.FOOD to the Provider concerns solely the internal relationship between Provider and WAY.FOOD and does not increase the Customer's payment obligation.

15. Cancellations by the Provider

15.1 If the Provider cancels a confirmed booking, the amount paid by the Customer for that booking is refunded in full, unless an amicable replacement or rebooking solution is agreed.

15.2 The Provider must inform WAY.FOOD without undue delay of the cancellation and its reason.

15.3 Repeated or significant cancellations for which the Provider is responsible may result in particular in a warning, temporary demotion, restriction of visibility, temporary suspension or, in significant cases, termination of the platform contract. The measure must be proportionate.

16. Chargebacks and Reversals

16.1 The Provider bears reversals, chargebacks or payment disputes arising from the service owed by the Provider, a Provider cancellation, an incorrect service description, or other circumstances for which the Provider is responsible.

16.2 WAY.FOOD is entitled to:

• a) offset the corresponding amounts against amounts not yet paid out,
• b) withhold them from future payouts, or
• c) reclaim them from the Provider after payout has already taken place.

16.3 WAY.FOOD bears reversals that are exclusively due to a technical or billing error for which WAY.FOOD is responsible.

16.4 Reversals for which neither the Provider nor WAY.FOOD is responsible (e.g. card fraud) are borne between Provider and WAY.FOOD in proportion to the Provider's net base price under clause 7.3 and WAY.FOOD's fee under clause 8.2, in each case excluding VAT.

16.5 Separate dispute fees charged by Stripe are generally borne by the party within whose area of risk the chargeback arises. In cases that cannot be clearly attributed, a joint review of the facts and a corresponding allocation take place.

16.6 Insofar as the payment service provider used charges separate refund fees for the technical processing of a refund, WAY.FOOD bears these fees.

17. Rebookings

17.1 The Provider undertakes to process rebookings it has accepted via the WAY.FOOD process. The standardised WAY.FOOD rebooking process is generally available once per booking. Further amicable changes between Customer and Provider remain possible; there is no entitlement to renewed technical handling via the standardised WAY.FOOD rebooking process.

17.2 A rebooking is possible up to 28 days before the original event date. For short-notice bookings (less than 28 days before the original event date), a rebooking is possible up to 7 days before the original event date.

17.3 In the case of a rebooking, the cancellation period is based on the new event date.

17.4 The total price is adjusted based on the changed booking parameters. The WAY.FOOD fee is recalculated on the basis of the Provider's correspondingly changed net base price under clause 7.3, in accordance with clause 8.2.

18. No-Show

If the Provider is properly ready to perform and the Customer prevents performance, settlement takes place in accordance with the Customer-facing no-show/cancellation rules. The Provider has no separate right to any additional claim outside the agreed platform handling in this respect.

19. Complaints

19.1 The Provider must cooperate without undue delay in complaints and provide the information required to clarify the facts.

19.2 WAY.FOOD may defer a payout in accordance with the contractually established rule-based logic for as long as a complaint opened before payout remains unresolved.

19.3 WAY.FOOD does not become an arbitrator over civil-law claims between Provider and Customer through the handling of a complaint.

20. Communication and Prohibition of Circumvention

20.1 Before completion of a direct booking, communication must be conducted via the designated WAY.FOOD booking process.

20.2 The Provider must not deliberately circumvent the platform by inducing a prospective customer brokered via WAY.FOOD to conclude the specific booking outside WAY.FOOD before completion of the booking. The prohibition of circumvention serves to protect the brokering service provided via WAY.FOOD and the resulting fee entitlement, and does not restrict the Provider from serving, outside the platform, customers acquired independently of WAY.FOOD.

20.3 After completion of the booking, direct contact between Provider and Customer for the purpose of carrying out the event is permitted.

21. Content and Rights of Use

21.1 The Provider grants WAY.FOOD, for the duration of the platform use, simple, territorially unrestricted rights of use in the images, texts, logos and other content it provides, limited in scope to the operation, presentation and promotion of its offer and the WAY.FOOD platform.

21.2 The Provider warrants that it holds the rights necessary for this.

21.3 In all other respects, all rights in the content provided by the Provider remain with the Provider.

22. Ranking

22.1 WAY.FOOD uses ranking mechanisms to sort and present offers.

22.2 The main parameters relevant to the ranking and the reasons for their relative importance are described in Annex 1 to these Provider Terms. The annex forms part of these Provider Terms.

23. Additional Sales Channels

WAY.FOOD currently does not use any additional sales channels or affiliate programmes to market the services offered via the platform. Changes are communicated to the Provider in accordance with clause 30.

24. Reviews

Customer reviews may be published on the Provider profile and taken into account in ranking and quality mechanisms in accordance with the review logic applicable to all Providers.

WAY.FOOD may remove unlawful, manipulated or demonstrably fabricated reviews not based on an actual transaction following an appropriate review procedure.

25. Availability

WAY.FOOD endeavours to ensure a reasonable level of availability of the platform.

26. Liability of WAY.FOOD

26.1 WAY.FOOD is liable without limitation for intent, gross negligence, injury to life, body or health, fraudulent intent, guarantees assumed and mandatory statutory liability.

26.2 In the case of slightly negligent breach of material contractual obligations, liability is limited to the foreseeable damage typical for this type of contract.

26.3 In all other respects, liability for slight negligence is excluded.

26.4 WAY.FOOD is not liable for breaches of duty by the Provider under its Service Contracts with Customers, unless WAY.FOOD is itself responsible for these due to its own culpable conduct.

27. Liability and Indemnification of the Provider

27.1 The Provider is liable towards WAY.FOOD under the statutory provisions for breaches of duty for which it is responsible.

27.2 The Provider indemnifies WAY.FOOD against legitimate third-party claims arising from the fact that:

• ● its offers are unlawful,
• ● required permits are missing,
• ● content provided by it infringes third-party rights,
• ● its tax information is inaccurate, or
• ● it culpably breaches its contractual obligations towards Customers,

insofar as the Provider is responsible for the circumstance giving rise to the claim.

28. Restriction, Suspension and Termination by WAY.FOOD

28.1 WAY.FOOD may restrict the provision of individual Provider services or the Provider's access where an objective reason exists for doing so.

28.2 The following may, in particular, constitute such reasons:

• ● significant or repeated breaches of contract,
• ● repeated Provider cancellations,
• ● inaccurate or unlawful offers,
• ● loss of necessary permits,
• ● specific security or fraud risks,
• ● tax- or payment-related compliance issues, or
• ● statutory or regulatory requirements.

28.3 Before or simultaneously with a restriction, the Provider receives a specific statement of reasons by e-mail or on another durable medium and the opportunity to comment.

28.4 An ordinary complete termination by WAY.FOOD is generally declared with at least thirty (30) days' notice by e-mail or on another durable medium, stating the relevant reasons, unless a legally permissible exception for immediate termination applies.

28.5 Customer bookings already concluded generally remain in place and must be properly handled, unless their cancellation is required in an individual case.

29. Termination by the Provider

29.1 The platform contract is concluded for an indefinite period.

29.2 The Provider may terminate it with effect from the end of the month following its notice of termination.

29.3 Customer bookings already concluded remain unaffected by the termination and must be duly performed.

30. Changes to the Provider Terms

30.1 Changes are communicated to the Provider at least six weeks before they take effect, by e-mail or on another durable medium.

30.2 The notice contains a comprehensible presentation of the proposed changes.

30.3 Changes do not have retroactive effect on Customer contracts already concluded.

30.4 Insofar as changes require technical or economic adjustments by the Provider, a reasonably longer implementation period must be provided.

30.5 The Provider is entitled to terminate the platform contract after receipt of the notice of change until the end of the notice period. The termination takes effect at the latest fifteen (15) days after receipt of the notice of change, unless a shorter period applies. Customer contracts already concluded remain unaffected by this.

31. Data Access after Termination of the Contract

31.1 WAY.FOOD remains entitled and/or obliged to store booking, billing, refund, complaint and other data subject to statutory retention obligations to the extent required after termination of the provider account.

31.2 Insofar as the Provider requires access for bookings still ongoing, this continues to be made available to it for the necessary handling.

32. Data Access during the Contract

32.1 During the term of the contract, WAY.FOOD provides the Provider with access to the data required for managing and optimising its offers and for the traceability of billing.

32.2 Via its provider account, the Provider can in particular view:

• ● its own offer and master data,
• ● its booking and billing data,
• ● its customer reviews, and
• ● aggregated data on its performance and visibility on the platform.

32.3 WAY.FOOD itself has access to the data provided by the Provider as well as to the booking, billing and transaction data arising from use of the platform, insofar as this is required for operating the platform, processing payments, billing, quality assurance and compliance with statutory obligations.

32.4 WAY.FOOD transmits data to third parties in particular:

• ● to the payment service provider (e.g. Stripe) to carry out payment processing,
• ● to tax authorities to fulfil tax reporting obligations,
• ● to other authorities and third parties on the basis of statutory obligations or judicial order.

The transmission takes place in each case only in accordance with the applicable data protection laws and the corresponding data protection agreements.

32.5 Without prejudice to the transparency obligations under clause 22, WAY.FOOD reserves the right not to disclose certain data and analyses, in particular concerning ranking algorithms, competitive comparisons and platform statistics, insofar as this is justified by trade secrets.

32.6 The Provider does not receive access to personal or individualised data of other Providers or their Customers. Insofar as WAY.FOOD provides aggregated benchmark or market information, this does not permit any conclusions to be drawn about individual other Providers or Customers. Data is not passed on to third parties for purposes not required for operating the platform, processing payments, or fulfilling statutory obligations, unless expressly agreed otherwise or permitted under data protection law.

33. Data Protection and Confidentiality

33.1 The data protection responsibilities are governed by the actual processing operations and the separate privacy policy or any data protection agreements that may be required. Insofar as processing on behalf of a controller within the meaning of Art. 28 GDPR exists, this is governed by separate agreements. Insofar as joint controllership within the meaning of Art. 26 GDPR exists, this is established by a corresponding agreement.

33.2 Both parties treat business and operational information that is not generally known as confidential.

34. Choice of Law and Jurisdiction

34.1 German law applies, excluding the UN Convention on the International Sale of Goods.

34.2 For merchants, legal entities under public law and special funds under public law, the place of business of WAY.FOOD is agreed as the place of jurisdiction.

Annex 1 – Main Ranking Parameters and Reasons for their Relative Importance

relating to clause 22 of the Provider Terms

I. Search Results ("Discover")

The ordering of search results is determined by the following main parameters in descending order of importance. The order also reflects the relative importance of the parameters. A higher-ranking parameter cannot be offset by the subsequent parameters, unless otherwise described below. The parameters described below are the decisive criteria for the regular algorithmic ordering of Discover search results. Other, unlisted factors are not taken into account.

1. Fit of the Offer

Providers with a concretely bookable package that matches the requested number of guests and the budget are always displayed ahead of Providers for whom only an individual offer would be possible. This parameter takes precedence over all other parameters, including the subscription tier. An offer is considered "concretely bookable" if the number of guests, the budget range and the essential service characteristics match and no individual negotiations are required.

Fit therefore has absolute priority. A Provider that does not offer a directly bookable package for the specific number of guests and the stated budget cannot overtake a Provider with a matching, concretely bookable package, either on the basis of a higher subscription tier or on the basis of better quality, review or other subsequent ranking values.

2. Subscription Tier

The subscription tiers are taken into account in the following order:

Premium Plus, Premium, Basic and Free.

The subscription tier is a paid service and influences placement more strongly than all subsequent parameters combined. Providers without a paid subscription are fully listed and bookable.

Within the same fit group, a Provider on a higher subscription tier is always ranked ahead of a Provider on a lower subscription tier. The parameters described below under items 3 to 6 cannot offset this ranking difference. Within the same fit group, a Free Provider therefore cannot, for example, be placed ahead of a Basic Provider on the basis of a better quality score or better customer reviews.

The subscription tier is thus the only ranking parameter through which a Provider can directly improve its relative placement in exchange for payment. The payment does not result in preferential listing over a genuinely matching, concretely bookable offer under item 1, but rather a better relative position within the same fit group.

An ongoing free trial period of a paid subscription tier is treated in the ranking, for the duration of the trial period, in the same way as the relevant subscription tier.

3. Match with Optional Search Filters

If the Customer has set an optional search filter taken into account for the ranking, in particular a preparation method filter, it is taken into account within the same subscription tier whether the offer matches that filter. A lack of match does not result in exclusion. A match merely improves the relative position within the respective subscription tier. The filter can neither change the ranking order of the subscription tiers nor overcome the absolute priority of fit under item 1.

4. Internal Quality and Reliability Score

Every Provider starts with a neutral value; the automatically calculated score regularly moves within a defined range.

The score reflects in particular experience from actual booking and communication activity on the platform. Positive factors taken into account include in particular successfully completed and confirmed bookings, good published customer reviews and a fast response to customer enquiries. Negative factors taken into account include in particular failures to respond to enquiries, Provider cancellations, very poor customer reviews, breaches of the communication rules after a prior warning, and declines; in the case of declines, the reason for the decline is weighted differently. A plausible decline due to an event location outside the catchment area does not have a negative effect.

Customer reviews can therefore be relevant to the ranking in two ways: individual particularly good or particularly poor reviews can influence the quality and reliability score; in addition, under item 5 the average of published customer reviews is taken into account as a separate ranking parameter.

WAY.FOOD may manually correct the score in an individual case, in particular to correct errors; every correction is logged. A manual correction does not serve to editorially favour individual Providers and cannot overcome the ranking order determined by the subscription tier. In particular, the score cannot be increased through payment or otherwise influenced for payment.

5. Average of Published Customer Reviews

As a further, independent ranking parameter, the average of the respective Provider's published customer reviews is taken into account. The average star rating of the published reviews is decisive; the mere number of reviews submitted or published is not an independent ranking factor.

A higher average review value has a positive effect on placement within the ranking order already determined under items 1 to 4. The review average is subordinate to the quality and reliability score under item 4. In particular, it cannot offset a lower subscription tier or overcome the priority of a concretely matching and bookable offer under item 1.

This parameter takes into account the experiences with the Provider published by Customers as a direct quality indicator.

6. Level of the Deposit Rate

The level of the deposit rate applicable to the respective booking serves solely as a final tie-breaker. It has the least importance of all the preceding parameters.

Only if two or more Providers otherwise reach the same ranking position after application of items 1 to 5 is the deposit rate used to determine the final order. A lower deposit rate has a slight positive effect on placement in this case.

The deposit rate cannot offset any difference in fit, subscription tier, search filter match, quality and reliability score or customer review, and therefore has only very limited practical significance in the regular ranking.

II. Overview Areas without a Search Query

For display areas that are not based on a specific "Discover" search query by the Customer, separate sorting logics apply. The order of the six parameters described under item I. applies there only insofar as expressly stated below.

1. Homepage, Map View and General Provider Lists

On the homepage, map view and provider lists, Providers are grouped by subscription tier.

The groups are displayed in the order Premium Plus, Premium, Basic and Free. Within the same subscription tier, the order is random. Further quality, review or behavioural parameters do not determine the order within these groups.

2. City Pages

On city pages, sorting is by subscription tier and then by distance. The subscription tier is thus the primary sorting parameter here too; distance is only taken into account within the resulting remaining order.

3. "Similar Providers"

When displaying similar Providers, a distinction is first made between Providers with a paid subscription and Free Providers. Category match, country, distance and finally the specific subscription tier are then taken into account.

III. Concierge Matching

In the manual brokering of enquiries by WAY.FOOD, the only algorithmic parameter is the distance to the event location; the selection is made by an employee. The Provider's subscription tier may be shown to the responsible employee but is not an algorithmic sorting parameter in concierge matching. The final selection of the proposed Provider(s) is made by an employee and is not carried out solely automatically. Concierge matching does not take place according to the above ranking parameters. The final selection of the proposed Provider(s) is made by an employee and is not carried out solely automatically. Concierge matching does not take place according to the above ranking parameters.

IV. No Further Influencing Factors

The only paid influence on the ranking is the subscription tier described under item I.2. Beyond this, there is no paid individual placement, no "featured" or "sponsored" programme and no editorial favouring of individual Providers. In particular, there is no possibility of purchasing a particular position in the search results through an additional individual payment, or of manually fixing a Provider at a particular position. Click numbers, profile views, conversion rates, the number of reviews and the price level are not ranking factors in the search results. Distance likewise does not influence the relative order of the Providers displayed within the "Discover" search results. It may, however, be taken into account there as a precondition for whether a Provider is included in the result group for the relevant event location at all. This is to be distinguished from the subsequent ordering of the included Providers. WAY.FOOD may manually correct the quality and reliability score in justified individual cases, in particular to correct errors or in the case of identified manipulation attempts. Every such correction is logged, is not possible in exchange for payment, and cannot overcome the ranking order determined by the subscription tier.

The number of customer reviews is likewise not a ranking parameter; only the average review value described under item I.5 is taken into account.

WAY.FOOD does not favour Providers affiliated with it.

There are furthermore no affiliate or referral programmes whose participation improves a Provider's ranking position.

V. Reasons for the Relative Importance and Possibilities for Exerting Influence

The order of the parameters follows Customers' interest in a genuinely bookable, suitable and reliable service: bookability and fit first, then the financing of platform operations via the transparently disclosed subscription placement, followed by the Provider's quality and reliability derived from actual booking activity.

In detail, the relative importance of the parameters is based on the following considerations:

1. Fit of the Offer

Fit carries the greatest importance because a search result should, first and foremost, actually be usable for the Customer. An offer that is concretely bookable for the number of guests and budget fulfils the purpose of the search more directly than a Provider for whom an individual offer must first be obtained. For this reason, actual bookability takes precedence over all other ranking parameters.

2. Subscription Tier

The subscription tier ranks second. WAY.FOOD finances platform operations, among other things, through paid Provider subscriptions and grants the respective subscription tiers a different relative visibility as part of this paid service. This paid ranking effect is expressly disclosed to Providers.

Its effect is deliberately limited to offers that are comparable with one another following the priority fit assessment. A higher subscription therefore cannot compensate for the lack of concrete bookability of an offer. Within the same fit group, by contrast, the influence of the subscription tier is stronger than the influence of all subsequent ranking parameters combined.

3. Match with Search Filters

Search filters actively set by the Customer reflect additional Customer preferences and are therefore taken into account for refining the results. They are subordinate to fit and subscription tier because a lack of match with an optional filter does not necessarily render the offer unsuitable or unbookable.

4. Quality and Reliability Score

The internal score reflects the reliability and quality of a Provider derived from actual activity on the platform. In particular, it is intended to favour Providers that reliably carry out bookings, respond to enquiries and generate positive customer experiences, and to appropriately take into account negative experiences such as failures to respond, unjustified declines or Provider cancellations. It is subordinate to the preceding parameters because a Provider's past conduct is not intended to replace the specific fit of the current offer.

5. Average of Customer Reviews

The average review value serves as an additional quality indicator derived directly from published customer experiences. It is deliberately taken into account only after the more comprehensive quality and reliability score, because that score, in addition to reviews, incorporates further actual factors such as booking performance, responsiveness and cancellations. The number of reviews is not taken into account, so that a Provider is not favoured solely on the basis of a larger number of already completed transactions.

6. Deposit Rate

The deposit rate has only the function of a final tie-breaker. While payment terms may be relevant to Customers, they are not intended to have an independent, material ranking effect as against actual fit, the transparently disclosed subscription ranking, and the quality and review parameters. It is therefore only taken into account where a tie would otherwise exist.

Customers can influence the results shown to them in particular through the parameters specified in the search, such as number of guests and budget, as well as through available optional search filters. Providers can influence their position in particular by providing concretely bookable offers matching the search parameters, by choosing their subscription tier, and by influencing the downstream quality and review parameters through reliable booking handling, fast responses and a high quality of service.

Direct paid influence on the ranking position is possible solely via the subscription tier transparently described under item I.2.