Venue Terms & Conditions
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Last updated: 7th January 2022
1.1 These Venue Operator Terms and Conditions, together with our Privacy Policy, comprise the terms of a legal agreement between the person or entity listed in the Agreement Details (Venue Operator, you or your) and Mucudu Pty Ltd (ACN 654 538 397) (Mucudu, we, our or us) (collectively, the agreement) for the provision of a Venue Profile through which you can advertise, list, display and sell food and beverages to Users through the Mucudu App (collectively, the Services).
1.2 You acknowledge that you have read, understood and agreed to be bound by the terms of this agreement.
2.1 Mucudu provide an online marketplace through the Mucudu App that allows Users to purchase and Redeem Mucudu Money in exchange for food and beverages at a Venue and the Mucudu App contains a social networking tool that allows Users to connect at the Venue. Mucudu is not a customer, bar, tavern, café, restaurant or a supplier or seller of food and beverages. Our role in providing you with Services through the Mucudu App should be construed strictly in this context only.
2.2 By entering into this agreement, Mucudu grant you a non-exclusive, non-transferable, personal, revocable and non-sublicensable licence to create, post and upload a Venue Profile on, or via, the Mucudu App for the Term. You will not acquire or be entitled to any rights other than those rights expressly set out in this agreement.
We reserve the right to change any provision of this agreement in any way and we may, in our absolute discretion, add or remove any products and services provided in connection with the Mucucu App and the Services by providing reasonable notice to you in writing. If you do not agree to these changes, you may terminate the agreement in accordance with clause 14.1, no later than 14 days after the date you received written notice of the changes.
This agreement commences on the Commencement Date and continues, unless terminated in accordance with clause 14 (Term).
5.1 To access and use the Services, you must create a Venue Profile with us. In order to create a Venue Profile, you must:
(a) provide us with accurate, complete and up-to-date registration information (including Personal Information) and business name, such as: (i) your business name, ACN, ABN or other business identifiers, address, website address and business details (including contact person name, job title, email telephone number, food permit and liquor licence details). All Personal Information as well as the information you provide to register is subject to our Privacy Policy; (ii) the type or theme of the Venue, trading hours of the Venue and other Venue Content;); and (iii) any other information that Mucudu may require to verify your identity, Venue Profile and the accuracy of any Venue Content displayed or listed on, or via, the Mucudu App; and
(b) create, open and maintain an account with a Third Party Payment Processor (Merchant Account) nominated by us and you will: (i) provide such account details to Mucudu; and (ii) grant us with access to the .Merchant Account for the sole purpose of: (A) creating or topping-up the Mucudu Money Balance in your Merchant Account; and (B) issuing refunds to Users.
5.2 At any time during the Term, you may edit, update or change your Venue Profile or, Venue Content by contacting us by email at support@mucudu.com.au (Content Edits). We shall upload or post your Content Edits to the Mucudu App within 7 days of receiving your request for Content Edits.
5.3 Mucudu will not be liable to you or any third party for:
(a) failing to upload or post your Content Edits following your request; or
(b) any loss, damage, claim, liability, expense or cost incurred by you or any third party as a result of, or in connection with, any content or information supplied by you which is uploaded by Mucudu to the Mucudu App following your request (including Content Edits).
5.4 Mucudu has the right to suspend, amend, delete or refuse to publish all or any part of your Venue Profile, Venue Content or Content Edits at any time, if, in our opinion, you have failed to comply with any of the provisions of this agreement.
6.1 At all times during the Term, you must:
(a) prepare, handle, package, label and deliver Menu Items to Users who have Redeemed Mucudu Money at the Venue: (i) in accordance with all Relevant Laws and Food Safety Standards; (ii) the reasonable satisfaction of the User; and (iii) in accordance with this agreement.
(b) assist Users to Redeem their Mucudu Money in exchange for Menu Items at the Venue during normal trading hours (except were permitting a User to Redeem any Mucudu Money in exchange for alcohol would contravene a Relevant Law. For example, the Venue Operator is not obligated to Redeem Mucudu Money if the User is under the legal drinking age or the User is engaging in excessive or irresponsible consumption of alcohol); and
(c) notify Mucudu as soon as is reasonably practicable if you are unable to Redeem Mucudu Money purchased by a User for any reason.
6.2 You acknowledge and agree:
(a) you are solely responsible for: (i) preparing, handling, packaging, labelling, delivering and serving Menu Items to the User at the Venue, including any obligations or liabilities to Users or anyone else arising out of, or in connection with, the provision of Menu Items; (ii) Redeeming Mucudu Money which has been supplied to you or your Personnel at the Venue by a User; and (iii) complying with all Relevant Laws and Food Safety Standards;
(b) Mucudu does not control or direct you in the performance of your obligations under this agreement, including, in the preparation, packaging, handling, labelling and delivery of Menu Items to the User at the Venue;
(c) you are solely responsible for obtaining and maintaining all equipment, hardware and software required by you to access and use the Services; and
(d) you retain the sole right to determine your trading hours, Menu Items and whether you provide service to a User or permit a User to access your Venue. However, once permit a User to Redeem Mucudu Money on, or via, the Mucudu App, you must supply the Menu Items, unless: (i) you are entitled to cancel the Redemption of the Mucudu Money in accordance with your Cancellation Policy; or (ii) the provision of the Menu Item to the User would contravene a Relevant Law.
6.3 At all times, you warrant and guarantee that:
(a) the Venue Content are accurate and up-to-date. You will immediately request that we update your Venue Profile and/or Venue Content (as the context permits) if any of the details or information previously supplied by you is now inaccurate, incomplete or out of date;
(b) any Menu Items supplied by you will be: (i) fit for purpose and in accordance with the standard of professional care customarily observed by independent contractors rendering similar services; and (ii) accurately described in the Venue Profile (including with respect to ingredients, portion size and nutritional information);
(c) the Venue Content do not infringe the Intellectual Property Rights or other rights of any person; and
(d) all Menu Items supplied by you will be prepared, handled, packaged, labelled and delivered to the User at the Venue in accordance with all Relevant Laws and Food Safety Standards;
(e) no Venue Content are or could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, blasphemous, in breach of confidence or privacy or false and misleading; and
(f) nothing in the Venue Content would bring Mucudu or the Mucudu App, into disrepute or adversely affect the reputation and goodwill of the Mucudu or the Mucudu App.
6.4 If you fail to comply with clause 6, Mucudu may, at our absolute discretion and with or without notice to you:
(a) remove your Venue Profile or delete particular Venue Content listed or displayed on your Venue Profile; or
(b) to restrict, suspend or terminate your Venue Profile.
6.5 If you delay or fail to perform your obligations under this agreement, Mucudu is not responsible for any delay or failure to provide the Services as consequence.
6.6 Mucudu is not responsible for monitoring or censoring communications made through the chat function on the Mucudu App between:
(a) Users; and/or
(b) the Venue Operator and Users,
however, we may (in our absolute discretion and with notice to you) remove, modify, delete or alter any communications made through or on the Mucudu App if we consider that such communications do not comply with this agreement (including our fair use policy and any other policy or guideline published by us from time to time).
7.1 Mucudu shall use reasonable endeavours to provide you with the Services.
7.2 In the event that Mucudu fails to provide you with the Services in accordance with clause 7.1, we will use reasonable endeavours to correct any such non-conformance, or provide you with an alternative means of accomplishing the desired performance. The foregoing constitutes your sole and exclusive remedy for any breach of clause 7.1.
8.1 You acknowledge that, notwithstanding anything else, Mucudu and/or our licensors own all Intellectual Property Rights in the Mucudu App (including the Mucudu Content) and the Services (and anything arising or generated therefrom) (collectively, the Mucudu IP), but excluding Venue Content. Accessing and using the Services does not give you (or anyone else) ownership of, or any right, title or interest in any of the foregoing (or any Mucudu IP contained therein), or any information, content or technology that may be provided to, or accessed by, you in connection with their use, all of which is, and will remain, owned by Mucudu or our licensors.
8.2 All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Mucudu App or the Services will automatically vest in, and are assigned to, Mucudu (Developed IP).
8.3 By using the Services to publish, post, transmit or upload Venue Content and Menu Items on, or via, the Mucudu App, the Venue Operator grants Mucudu for the Term a royalty-free, non-exclusive, transferable and worldwide licence to use, publish in any medium, modify, adapt, transmit and sub-license any Venue Content and Menu Items that you make available to Mucudu (and all Intellectual Property Rights contained therein) for the purpose of providing you with access to, and use of, the Services.
9.1 When a User or friend (as the context permits) purchases Mucudu Money or tops-up the User's Mucudu Money Balance for the Venue on, or via, the Mucudu App, we will (as your payment collection agent) charge the Venue Operator a Service Fee. The Mucudu Money will be paid to the Venue Operator (less our Service Fee).
9.2 The Service Fee shall be payable in Australian Dollars and are inclusive of GST.
9.3 To the maximum extent permitted by Relevant Laws, you acknowledge and agree that the Services Fees is non-refundable.
9.4 Mucudu may, at our absolute discretion, change the Service Fee at any time, by giving you 30 days' written notice. If you do not agree to these changes, you should terminate the agreement in accordance with clause 14.1 no later than 30 days after the date you received written notice of the changes.
9.5 We reserve the right, at our absolute discretion, to remove or add payment options or change Third Party Payment Processors from time to time.
9.6 The Service Fee is set at 9.2%.
You agree that the Mucudu Money purchased by a User on, or via, the Mucudu App is non-refundable and non-transferable, except you will refund any or all Users who have a positive Mucudu Money Balance at your Venue if required to do so under a Relevant Law (including, but not limited to, the Australian Consumer Law). If a User is entitled to a refund of the Mucudu Money, you will provide the User with a refund within a reasonable period of time.
11.1 To the maximum extent permitted by a Relevant Law, Mucudu excludes all express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise), in connection with the provision of the Services or this agreement.
11.2 Nothing contained in this agreement excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, State or Territory legislation where to do so is unlawful.
11.3 You acknowledge and agree that, to the maximum extent permitted by Relevant Laws, Mucudu makes no representations, warranties or guarantees in relation to the availability, continuity, reliability, accuracy, currency or security of the Mucudu App or the Services (or any goods or services provided in connection with the Mucudu App or the Services). Mucudu App will not be liable if the Mucudu App or the Services are unavailable for any reason, including directly or indirectly as a result of:
(a) telecommunications unavailability, interruption, delay, bottleneck, failure or fault;
(b) negligent, malicious or wilful acts or omissions of third parties (including Mucudu's third party service providers);
(c) maintenance (scheduled or unscheduled) carried out by Mucudu or any third party service provider, including in respect of any of the systems or network used in connection with the provision of the Mucudu App or the Services;
(d) services provided by third parties (including internet service providers) ceasing or becoming unavailable; or
(e) a Force Majeure Event.
11.4 You warrant, acknowledge and agree that:
(a) your use of the Services has not been made on the basis of any representations made by Mucudu regarding future features or functionality of the Mucudu App or the likelihood that you will experience a growth in sales or revenue or an increase in the number of visitors to your Venue as a result of using the Services;
(b) you have all necessary permits and licences to offer, distribute, sell or supply Menu Items, including, but not limited to, food business licence and liquor licence or permit;
(c) the Venue Content will cause you or us (or anyone else) to breach any Relevant Laws;
(d) you have the right to post, publish and reproduce the Venue Content (and all Intellectual Property Rights contained therein), and to grant us the right to post, publish and reproduce the foregoing on the Mucudu App or any of our social media pages;
(e) all the information and Venue Content provided by you are true, accurate, complete and up to date. You agree to maintain the currency of that information and Venue Content by updating us promptly after you become aware of (or ought reasonably to have been aware of) any change; and
(f) you have the full power and authority to enter into this agreement and perform your obligations contemplated by this agreement, and in doing so, you will not breach any third party rights.
12.1 To the fullest extent permitted by Relevant Laws, Mucudu will not be liable to you, the User or any third party for:
(a) direct, indirect, consequential, incidental, special or exemplary damages, expenses, losses or liabilities; or
(b) loss of income, loss of profits, business interruption, loss of revenue, economic loss, loss of goodwill, loss, corruption or alteration of data, downtime costs, loss of use, failure to realise anticipated savings, loss of opportunity or expectation loss; or
(c) loss of or damage to any property or any personal injury or death to you, a User or any third person,
arising out of, relating to or connected to the provision or use of the Services, the Mucudu App and this agreement, regardless of the cause of action on which they are based, even if advised of the possibility of such damage occurring.
12.2 Under no circumstances will Mucudu's aggregate liability, whether based upon warranty, contract, statute, tort (including negligence) or otherwise, exceed the Service Fees paid by you to Mucudu under this agreement in the preceding 1 month of the claim.
12.3 You agree to defend, indemnify and hold Mucudu, our Affiliates and its Personnel (the Indemnified) harmless from and against any and all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal costs on a full indemnity basis) that may be brought against the Indemnified or which the Indemnified may pay, sustain or incur as a direct or indirect result of, or arising out of:
(a) the access and use by you, your Personnel or any third party of the Services;
(a) any breach by you or your Personnel of the Intellectual Property Rights of a third party;
(b) loss of or damage to any property or any personal injury or death to you, a User or any third person;
(c) any breach by you or your Personnel of any Relevant Laws or Food Safety Standards; or
(d) any refund of the Purchase Price made to a User by you or any refusal by you to refund the Purchase Price to the User for any reason; or
(e) any breach by you or your Personnel of this agreement.
13.1 Save as required by any Relevant Law, all information and material supplied by us in relation to the Services, Mucudu App, the Services Fees and the terms of this agreement are confidential and must not be disclosed by you to a third party (except your professional advisors) without our written consent. This includes, without limitation, information provided to you in any form (including written and electronic) and by any means (including during any conversations with you). Upon the expiry or termination of this agreement, such confidential information must either be destroyed or returned to us, as directed by us.
13.2 To the extent that you come into possession of any Personal Information in the course of exercising your rights or performing your obligations under this agreement, you agree to comply with the provisions of the Privacy Act.
14.1 Either party may terminate this agreement (without any liability to you) at any time by giving the other party at least 7 days' written notice.
14.2 Either party may terminate this agreement by giving notice with immediate effect if the other party:
(a) breaches any material term of this agreement and such breach is not remedied within 7 Business Days after receiving notice of the breach;
(b) breaches any material term of this agreement and such breach is not capable of remedy; or
(c) suffers an Insolvency Event.
14.3 We may at any time terminate this agreement in writing with immediate effect (with no liability to you) if, in our reasonable opinion, you:
(a) have contravened any Relevant Laws;
(b) have not been appropriately licensed to sell or serve food and/or alcohol, or that your licence has been revoked;
(c) have engaged in an act which endangers (or is likely to endanger) the health or safety of any User or member of the public;
(d) are guilty of any fraud, theft or dishonesty or acts in any manner which in opinion of Mucudu brings or is likely to bring, Mucudu (or any of our Personnel), into disrepute or damages the reputation of Mucudu; or
(e) conceal any material fact or make a misleading representation in the Venue Content.
14.4 On termination or expiration of this agreement:
(a) all licences and rights of access granted under this agreement will immediately terminate;
(b) you must immediately surrender all confidential information, Mucudu IP, Developed IP and any other property belonging to Mucudu in your possession, custody or control and certify to Mucudu, in writing, that you have done so;
(c) Mucudu will delete your Venue Content and Venue Profile from Mucudu App; and
(d) if required do so by any Relevant Law, you will refund any or all Users who have a positive Mucudu Money Balance at your Venue within 14 days of termination.
The parties may, before resorting to court proceedings (except interlocutory or interim relief), refer any dispute between the parties under or relating to this Agreement initially to a nominated representative of each party to endeavour to resolve the dispute within 20 days. If the dispute is not resolved within this period, then either party may, in its absolute discretion, initiate court proceedings.
Mucudu will have no liability to you (or anyone else) under this agreement if it is prevented from or delayed in performing its obligations under this agreement or otherwise, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, natural disasters, sabotage, war, riot, civil commotion, computer hacking, malicious damage, compliance with any law or governmental order, rule, regulation or direction, epidemic, pandemic, mandatory government lockdown or shutdown accident, breakdown of plant or machinery, fire, flood, storm or default of hosting or data centre providers or other suppliers or sub-contractors, shortage of suppliers, equipment and materials, (Force Majeure Event).
17.1 A waiver of any right under this agreement is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
17.2 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
17.3 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
17.4 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangements, understandings or agreements between them relating to the subject matter they cover.
17.5 Neither party shall, without the prior written consent of the other party (which will not be unreasonably withheld), assign, transfer, charge or deal in any other manner with all or any of its rights or obligations under this agreement, except that Mucudu may assign, sell or transfer its rights or obligations under this agreement to an Affiliate or bona fide third party purchaser of Mucudu business.
17.6 Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.
17.7 The laws of the state of Victoria, Australia govern this agreement. You agree to submit to the exclusive jurisdiction of the courts of Victoria.
If you have any questions about this agreement, please contact us via support@mucudu.com.au.
19.1 In this agreement, the following words shall have the following meanings:
(a) Affiliate means in relation to any party, a person which, directly or indirectly, (i) is Controlled by that party; or (ii) Controls that party; or (iii) is Controlled by a person referred to in (ii) above, and for this purpose Control means the power of a person to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership agreement or other document regulating such person) that the affairs of another are conducted in accordance with its wishes.
(b) Agreement Details means the section of this agreement headed 'Agreement Details'.
(c) Business Days means each day excluding Saturdays, Sundays and public holidays in Victoria.
(d) Cancellation Policy has the meaning in clause 10.1.
(e) Commencement Date has the meaning in the Agreement Details.
(f) Developed IP has the meaning in clause 8.2.
(g) Food Safety Standards means the Food Safety Standard Codes Australia New Zealand Food Standards Code and any other legislation, regulations and by-laws in relation to the preparation, cooking, storage, labelling, delivery and service of food and beverages.
(h) Force Majeure Event has the meaning in clause 16.
(i) friend means a person who purchases the User Mucudu Money or tops-up a User's Mucudu Money Balance on the Mucudu App.
(j) Insolvency Event means any of the following:
(i) a receiver, receiver and manager, liquidator, provisional liquidator, controller or any form of external administrator has appointed over a party or any property belonging to the party;
(ii) the party enters into a scheme, arrangement, agreement or compromise with its creditors or calls a meeting of creditors;
(iii) the party becomes bankrupt or insolvent; or
(iv) the party has a winding-up or bankruptcy petition presented against it.
(k) Intellectual Property Rights means designs, copyright, trade marks, patents, operations, software or systems, trade names and domain names, rights in goodwill, rights in confidential information, databases or other intellectual property rights, whether under statute, common law, equity, custom or usage, and whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights and all similar rights which subsist or will subsist now or in the future in any part of the world.
(l) Menu Items food or beverages available to purchased at the Venue using the Mucudu Money.
(m) Mucudu, we, our or us has the meaning in clause 1.1, and where the context permits, includes our Personnel and Affiliates.
(n) Mucudu App means the mobile application owned, operated and managed by Mucudu, including any systems, Mucudu Content and server software, the computer hardware, tools, application, database, systems, and all Intellectual Property Rights contained therein, provided or otherwise made available by us.
(o) Mucudu Content means all the content, information, text, data, materials, graphics, logos, button icons, images, video and audio clips, trade marks (whether registered or not), layout, arrangement, graphical user interface, look and feel, databases, functionality and control features of the Mucudu App.
(p) Mucudu Money means the currency amount paid to the Venue Operator by a User and recorded as value on the Mucudu App, which excludes the Service Fee.
(q) Mucudu Money Balance means the currency amount recorded as a value on the Mucudu App belonging to a User at any time, which cannot be a negative value.
(r) Mucudu IP has the meaning in clause 8.1.
(s) Personal Information has the meaning set out in section 6 of the Privacy Act 1988 (Cth).
(t) Personnel means any officer, employee, agent, contractor, sub-contractor or consultant of a party.
(u) Privacy Act means the Privacy Act 1988 (Cth).
(v) Privacy Policy means our privacy policy available at www.mucudu.com or any other internet site notified by Mucudu from time to time, which is incorporated into this agreement.
(w) Redeem means the act of a User reducing the Mucudu Money Balance by using the Mucudu App to purchase food and beverages at the Venue and Redeemed and Redemption have the corresponding meaning.
(x) Relevant Laws means any relevant rules of common law, principles of equity, international, federal, state and local laws, statutes, rules, regulations, proclamations, ordinances and by-laws and other subordinate legislation, rulings, or legal requirements anywhere in the world.
(y) Services has the meaning in clause 1.1.
(z) Service Fee means the administration fees (including Pay Third Party Payment Processor fees) payable by you to Mucudu each time a User purchases Mucudu Money or tops-up their Mucudu Money Balance on, or via, the Mucudu App as further specified in the Agreement details.
(aa) Term has the meaning in clause 4.
(bb) Third Party Payment Processor means Square and any other a third party payment processor permitted by Mucudu from time to time.
(cc) User means an individual who downloads, accesses and uses the Mucudu App to purchase Mucudu Money.
(dd) Venue means the premises from which you serve food and beverages to members of the public (including Users).
(ee) Venue Content means all content, materials, data, text, graphics, images, photographs, logos, video and audio clips, trade marks (whether registered or not) relating to the Venue Operator: (i) transmitted by the Mucudu App at the instigation of the Venue Operator; or (ii) supplied by the Venue Operator to Mucudu for uploading to, transmission by, or storage on, the Mucudu App.
(ff) Venue Operator, you or your has the meaning in clause 1.1, and where the context permits, includes your Personnel and Affiliates
(gg) Venue Profile means the virtual shopfront of the Venue Operator on the Mucudu App which contains the Venue Content, Menu Items and other relevant information about your Venue.