Terms and Conditions

These terms apply to every offer, every agreement and every delivery between Portano and your restaurant, and to every location you add later.

Your own purchasing terms do not apply. We reject them, even where they say they take precedence.

Departing from these terms is possible, but only in writing. An arrangement by email with Portano counts as in writing.

If the documents contradict each other, this order applies:

1. your order confirmation
2. the Data Processing Agreement, for everything that concerns guest data
3. these terms

If an article in these terms is void or voidable, the rest still applies. We then replace that article with an arrangement that comes as close to it as possible.

Portano gives your restaurant its own ordering channel under your own name. Behind it sit your menu, loyalty, email and SMS, and a kitchen screen.

All orders from your ordering channel come in on that one kitchen screen. You do not have to put several screens next to each other to see your own orders.

Portano is one product for all restaurants. What we improve for one restaurant runs for all the others the week after. New features and updates belong to your subscription and cost nothing extra.

You sell the food. Your guest buys from you and enters into the agreement about the order with you. Portano is not a party to that and sells nothing to your guests itself. What applies to your guests when they order through the ordering channel is set out in the Platform Terms.

What is switched on for your restaurant is set out in your order confirmation. What is not in there is not part of the service.

We set up your ordering channel and publish it under your own name.

We set up your menu: the dishes, the prices, the sizes, the variants, the sauces and the extras. You need no technical knowledge for that and you do not have to put it together yourself.

If you already have an ordering site, a menu or a loyalty programme with another party, we move it over. What there is to move and what you have to cancel with that party yourself, we go through with you beforehand.

We keep your ordering channel up to date. Maintenance, improvements and new features we roll out while it runs.

New features are part of your subscription. We do not sell them as a separate module and we do not invoice them separately.

You can reach us day and night, in Dutch, on Friday and Saturday evenings too. You have one fixed contact person, so you do not have to tell your story again every time.

We carry out the service to the best of our ability. Where these terms promise no result, the obligation is one of effort and not one of result.

You supply us with your menu, your prices, your opening hours and the other details we need to set up your ordering channel.

You make sure those details are correct and you keep them up to date. If a price, a dish or an opening time changes, you pass it on or you change it yourself. What you supply is what your guest sees.

You hold the permits your business needs and you follow the rules that apply to your business.

You comply with the rules on food safety and on food information for guests, including Regulation (EU) 1169/2011 on allergens. We show on your ordering channel what you supply. We do not cook alongside you and we cannot check that information.

You answer your own guests: questions about an order, a complaint about the food, a request for money back. Portano does not stand between you and your guest.

You do not use the service for anything that is against the law, and not to offer anything you are not allowed to offer.

Accounts are personal. Everyone who works in your ordering channel or on your kitchen screen has an account of their own. You do not share login details.

You decide who gets access and what that person may do. What happens under an account of your business is your business’s responsibility.

If someone leaves, you take that access away. Do it the same day. If you cannot manage it, call us and we will do it.

If you think someone is looking in who should not be, report it straight away at hello@portano.nl or call 06 87 83 83 18. We close the account immediately and work out with you what happened.

You choose one of two plans per location. Both contain all the features. There are no separate modules. All amounts in these terms are exclusive of VAT.

On Flexible you pay € 49 a month per location, plus 3% restaurant fees per order.

On Flat rate you pay € 249 a month per location and nothing per order.

Your subscription is one amount a month per location. Nothing comes on top of that afterwards that we have not agreed with you beforehand.

Three kinds of cost are not in that amount, because they depend on what your guests do and on what you send:

• the transaction fees the payment service provider charges on the payments from your guests
• the cost of the text messages you have sent
• the advertising budget of campaigns you run beyond your own guest list

What those costs come to for you, we go through beforehand, so that you are not caught by surprise.

If you have more locations, we make a rate for that. It is not on the price list and we agree it with you. Ask for it at hello@portano.nl.

If we change a price, we tell you beforehand. Article 23 says how that goes and what you can do then.

We invoice the subscription monthly in advance. The restaurant fees per order on Flexible we invoice afterwards, over the month in which the orders were placed.

You pay by direct debit or on invoice. If you pay on invoice, the payment term is fourteen days from the invoice date.

If you choose direct debit, you give us a mandate for it. We collect around the invoice date. If you reverse a direct debit, let us know why and we will work it out together.

If you think an invoice is wrong, let us know within fourteen days. The part you do agree with, you pay in the meantime.

If you do not pay on time, you are in default by operation of law. From that moment you owe the statutory commercial interest of artikel 6:119a BW (the Dutch Civil Code), and the reasonable costs we have to make to collect the amount after all, referred to in artikel 6:96 BW.

You may not set an invoice off against an amount you think we owe you. If there is a discussion about that, we settle it separately.

You are the seller of the food. The payment from your guest is a payment to you.

Payments run through our payment partner, a payment service provider that holds a licence. Your guests can pay by iDEAL, by Bancontact and by card.

Your guest pays on the payment page of the payment service provider itself. Portano does not see or store any card details.

The payment service provider pays your guests’ money out to your own account. When that happens is for the payment service provider to determine. The terms of the payment service provider itself apply alongside that.

If you want to give a guest money back, you do that. If you reject or cancel an order before you have handled it, we refund the whole amount automatically. If it concerns an order you have already handled, or part of an amount, you arrange that with the payment service provider. The amount is for your account.

If a guest reverses a payment, a chargeback, that amount is for your account. You settle a chargeback with the payment service provider, and we help you with what we know about the order.

If you deliver, you do it with your own people. Portano supplies no couriers, employs no drivers and dispatches no deliveries.

You set for yourself where you deliver and what you charge for it. Those zones and those rates are yours. We supply the ordering channel they sit in.

If you do not deliver, you switch delivery off and your ordering channel works only for orders your guests come and collect themselves.

What happens to an order on the way is a matter between you and your guest. We are not liable for that.

You may keep using the delivery platforms alongside Portano. This agreement does not forbid that and asks nothing in return for it.

Portano sends email, text messages and push messages in your name and on your instruction. You decide what goes out and to whom.

You may only email or text a guest if you have consent for it, or if the law gives you that room because it concerns your own customer. Artikel 11.7 of the Telecommunicatiewet (the Dutch Telecommunications Act) sets that rule. Having that ground is your responsibility.

We keep per channel whether a guest has given consent: email, SMS and push. For email we also record when and where that happened. For SMS and push you see only the state as it is now, so keep your own record of what you are relying on.

A marketing email carries an unsubscribe link. A marketing text message carries the line that your guest can reply STOP, but there is no route yet that brings such a message in to us, so you cannot rely on it. A push message carries no unsubscribe link. A guest switches email and push off in their own account on the ordering site, and SMS in the app. If a guest unsubscribes with you, pass it on to us and we switch it off.

An order confirmation is not marketing. It always goes to your guest, because your guest has to know the order has arrived.

You set your own loyalty rules and your own rewards. What a guest saves up with you is an arrangement between you and that guest. If a guest gives a date of birth, you can attach a birthday reward to it.

If a campaign asks for an advertising budget beyond your own guest list, you set that budget and you pay it. Article 7.5 says so too.

Everything you supply stays yours: your name, your logo, your house style, your photographs, your texts, your menu and your prices.

You give us the right to use it as far as we need it to deliver the service: to store it, to show it, to crop it for a screen, and to pass it on to the services that send your messages. That right is not exclusive and it stops when the agreement stops.

We like to show what we build. We may use your name, your logo and images of your ordering channel in our own portfolio and in our own material. If you would rather we did not, mail hello@portano.nl. Then we take it down and use it no longer.

You warrant that you hold the rights to what you supply, including photographs someone else made for you.

The platform, the code, the design, the texts we write and everything we build on it stays Portano’s.

You get the right to use the service for as long as the agreement runs. You are not buying software and you get no rights to the platform.

Portano is one product for everyone. What we improve for your business runs for all the other restaurants the week after. You get no rights to that, and the other way round it costs you nothing when an improvement started somewhere else.

We do not build a separate version for one business. What you ask can push the product in a direction, and that is exactly the intention.

If you send us an idea or a suggestion for improvement, we may use it in the product without owing you anything for it.

For the guest data you are the controller and Portano is the processor. What we may and must do with that data is set out in the Data Processing Agreement, as artikel 28 AVG, article 28 of the GDPR, prescribes.

We do not sell guest data, we do not rent it out and we do not use it for advertising of our own.

The data sits in one database on rented servers in the European Union. Each restaurant has its own identifier in it, and the application makes sure you reach only your own data. We take a backup copy of the database every night, and that copy stays on the same infrastructure.

For parts of the service we bring others in. They get guest data only if you have that part switched on:

• the hosting provider that supplies the servers, in the European Union
• the payment service provider, for the payments
• the email service, for order confirmations and campaigns
• the SMS service, for text messages
• the push services of Apple and Google, for push messages
• the product analytics service on European servers, for measuring usage
• the error monitoring service, for tracking down faults

The annex to the Data Processing Agreement names them and says what they are used for.

A guest can download everything we keep about that guest in one file, and can delete their own account. With that deletion we also take the name, the email address, the phone number, the address and the notes out of earlier orders.

If a guest comes to you with a request about data, we help you handle it. The Data Processing Agreement says within what deadlines.

We work to keep your ordering channel available, in the evening and at the weekend too, because that is when your guests order.

We promise no availability percentage and we agree no uptime guarantee. A number like that would be a promise we have not measured, and we would rather not sell you one.

We do maintenance, preferably outside your opening hours. Most of the time you notice nothing of it. If we know beforehand that a maintenance window will be noticeable, we say so in advance.

If there is a fault, report it. You reach us day and night in Dutch and you have one fixed contact person. A fault that hits your guests while you are open, we pick up first.

Parts of the service run with others: the hosting provider, the payment service provider, the networks of providers and the push services. If something fails there, we cannot repair it ourselves. Article 22 says what applies then.

The agreement starts per location on the day the ordering channel of that location goes live, and runs from that moment for one year.

After that year the agreement continues by the month.

You cancel with one month’s notice, to the end of a calendar month. If you cancel on 10 March, the agreement stops on 30 April.

If you cancel during the first year, the agreement stops at the end of that year, unless article 23 or the law gives you that right earlier.

You can cancel by email to hello@portano.nl. You get a confirmation from us with the end date in it. If you do not get one, give us a call, because then something has gone wrong.

Every location has a term of its own, counted from the day that location went live. If you cancel one location, the others simply carry on.

We can cancel in the same way: one month, to the end of a calendar month. If we do, we help you with your data as article 18 says.

We can put the service on hold temporarily in three cases:

• you do not pay, not even after a reminder with a reasonable deadline
• the service is used through your business for something that is against the law
• a risk arises for the platform or for the other restaurants running on it

We tell you beforehand and we say why, unless we have to step in immediately to protect the platform or other restaurants. Then you hear it straight afterwards.

Suspension is temporary. As soon as the reason is gone, we switch the service back on.

During a suspension your obligation to pay carries on. Suspension is not termination.

We can terminate the agreement with immediate effect if you still do not pay after a reminder with a reasonable deadline, or if the service is used through your business for something that is against the law and that does not stop.

You can do the same if we do not meet our obligations and do not put that right after a reminder with a reasonable deadline.

If one of us goes bankrupt or is granted a suspension of payments, the other can terminate the agreement.

On the end date we take your ordering channel offline and your access to the service stops.

If you ask for it, we deliver your guest list and your menu in a readable file. We charge nothing for that. You can ask for it up to thirty days after the end date.

After those thirty days we delete your restaurant data and the guest data from our systems. What is still in a backup copy disappears from it as soon as that copy is replaced.

What the law requires us to keep, we do keep. For our administration that is seven years in the Netherlands. That concerns invoices and bookkeeping, not your guest list.

Invoices that are outstanding on the end date you still owe. Amounts paid in advance for a period after the end date we pay back.

Which domain name belongs to your ordering channel and whose name it is in is set out in your order confirmation. If it is in your name, it stays yours.

We carry out the service with the care you may expect from a competent supplier. That is not a line for the brochure. You can hold us to it.

If there is a defect in the service that we caused, we repair it within a reasonable time and at no cost to you. Report it and we pick it up. A fault that hits your guests while you are open goes first. Article 15 says how to reach us.

Our warranty goes no further than article 19.1 and article 19.2. You get the service as it is at that moment, with the features that work at that moment. What is switched on for your business is set out in your order confirmation.

We do not warrant that the service runs without interruption, that it holds no error and that every defect is out of it. The product changes every week, and software that changes carries faults. We take them out as soon as we know about them. Article 15.2 already says that we agree no availability percentage.

If you have a particular purpose in mind, we do not warrant that the service is suitable for it, unless we agreed that purpose with you in writing. Think of a link to your till, a report your bookkeeper wants, a kitchen screen on hardware you already had, or a menu with a structure we do not support yet. Ask beforehand, then you know where you stand.

We promise no result. Not a number of orders, not a turnover, not a place in the search results, not a number of guests who come back. What you achieve with the service also depends on your food, your prices, your neighbourhood and your competition. Article 4.7 says that this is an obligation of effort, and the Disclaimer works it out.

We warrant nothing about what someone else supplies. These parts sit outside our reach:

• the payment service provider, which handles the payments and determines when your money is in your account
• the hosting provider that supplies the servers
• the internet connections and the networks of providers
• the email service, the SMS service and the push services that deliver messages
• Apple and Google, which decide whether an app is admitted to their store and stays admitted
• the search engines, which decide for themselves which pages they show and in what position
• a delivery platform you keep alongside Portano

If something fails there, article 22 applies. We do help you: we find out what is going on and we talk to that party.

We do not warrant that what you supply is correct. We show your menu, your prices, your allergens and your opening hours as we get them from you. Article 5 says that you take care of that, and article 21 says what applies if someone holds you to it.

We hold no certification, we have no external audit carried out and we have no penetration test carried out. We also agree no service level with a penalty attached. If someone in your chain asks after those, say that we do not have them. We do not pretend otherwise.

Mandatory law comes first. What the law gives you as a matter of mandatory rules, this article does not take away.

We are liable to you only for direct loss. By that we mean the reasonable costs of having the defect repaired, the reasonable costs of establishing the cause and the extent, and the reasonable costs you make to limit the loss.

We do not compensate indirect loss. That includes in any case:

• lost turnover and lost profit
• orders that did not come in or that you could not accept
• guests who did not come back, and the value of your guest list
• savings you had counted on
• harm to your name and to your reviews
• loss or corruption of data, and the cost of building it up again
• wages of staff standing idle and stock you had to throw away
• fines and claims someone else puts on you
• the cost of another supplier you fall back on temporarily
• any other loss that follows from the above

Our liability is limited, per event and per year, to the amount you have paid us in the twelve months before that event. Events that are connected count as one event.

If the agreement has run for less than twelve months, we count what you have paid up to that moment. Your subscription and the restaurant fees per order count towards it. Amounts that were not paid to us do not: the transaction fees of the payment service provider, the cost of text messages and the advertising budget from article 7.5. VAT does not count.

For these things we are not liable:

• an outage or a fault at a party from article 19.7
• loss because the details you supplied were not correct, including your prices and your allergens
• loss because work was done under an account of your business, referred to in article 6
• refunds to guests and chargebacks, for which article 9 applies
• what happens while an order is being delivered, for which article 10 applies
• messages you had sent without having a ground for it, referred to in article 11
• choices you made yourself in the ordering channel, such as a price, a delivery zone or a loyalty rule

We are liable only after you have given us written notice of default, with a reasonable time to repair it, and we do not repair it within that time. That does not apply where repair is permanently impossible.

What this article says also applies to the people who work for Portano and to the parties we bring in. They can rely on it just as we can.

These limits do not apply if the loss is the result of intent or deliberate recklessness on Portano’s part.

They also never apply to loss from death or bodily injury. That liability we do not exclude and do not limit.

Report loss in writing within a reasonable time after you discovered it or could reasonably have discovered it. If you report it so late that we can no longer investigate it, your claim lapses.

For the food, the prices on your menu, the information about allergens and your arrangements with your guests you are liable, not we. Article 21 works that out.

This article continues to apply after the agreement has ended.

You indemnify Portano against claims from others that arise from:

• your menu and the information on it, including allergens
• your prices and your delivery charges
• the food you sell and the way you prepare and deliver it
• the consents on which you send marketing to your guests
• the rest of your dealings with your guests

That also applies to claims about rights to what you supply: texts, photographs, your logo and your brand name.

If we get such a claim, we let you know straight away. We admit nothing and settle nothing without consulting you first. The reasonable costs of defence are for your account.

If we cannot meet our obligations because of force majeure, we are not liable for it and we do not have to compensate the loss.

Force majeure covers in any case:

• an outage at the hosting provider that supplies our servers
• an outage or fault at the payment service provider
• faults in internet connections and in the networks of providers
• an outage of the push services, the email service or the SMS service
• power failure, fire and flood
• a large-scale attack on the infrastructure we depend on
• government measures and strike action

We let you know as soon as we can what is going on and what we are doing about it. What we can deliver, we keep delivering.

Force majeure is no reason not to pay for what has been delivered.

If the force majeure lasts longer than thirty days, either of us can terminate the agreement without owing the other compensation.

We can change these terms. We announce a change at least thirty days before it takes effect, by email to the address you have with us.

That announcement says what changes and why. You do not have to lay an old and a new version side by side yourself.

If you do not agree, let us know before the change takes effect. You can then terminate the agreement as of the date the change takes effect, even if your term is still running.

If you say nothing, the new version applies from the effective date.

We announce a price change in the same way and with the same period, and you have the same right to terminate.

If we have to change something because the law changes, that change takes effect on the day that law takes effect. We let you know then too.

If we sell Portano or transfer the business, we may transfer this agreement to the new owner along with it. We let you know beforehand.

Artikel 6:159 BW (the Dutch Civil Code) asks for your cooperation for that. You give it in advance. The arrangements themselves stay the same.

If you sell your restaurant, you can transfer the agreement to the new owner. Let us know and we move the location over. We charge nothing extra for that.

We may have parts of the service carried out by others. We remain your point of contact and we remain responsible for what they do. For guest data the rules of the Data Processing Agreement apply to that.

Dutch law applies to this agreement.

A dispute we do not resolve together we put to the rechtbank Rotterdam (the district court in Rotterdam).

Call first. Almost everything that becomes a dispute was a misunderstanding first. You reach Parnav on 06 87 83 83 18 and at hello@portano.nl, and we get in touch within one working day.