French version authoritative. English courtesy translation. Version dated 01.04.2026.
General Terms and Conditions for the Sale of Products
on the website “https://sheep-me.com” and the related application
Introduction
These general terms and conditions (“Terms”) of Sheep-Me Sàrl (Sheep-Me Sàrl, Route des Flumeaux 45, 1008 Prilly, Switzerland, telephone: 058 590 88 89, e-mail: info@sheep-me.com, website: https://sheep-me.com, commercial register: CH-550.1.256.887-6) (“Sheep-Me”), together with the external provisions to which they refer, apply to the legal relationships between Sheep-Me and any person registering on the website “https://sheep-me.com” and the “Sheep-Me” mobile application (together: the “platform”) as a restaurant operator in order to offer consumable goods for sale to third parties.
In the event of any contradiction between these Terms and any external document to which they refer, these Terms shall prevail.
Sheep-Me reserves the right to amend these Terms at any time and to publish the most recent version on the platform each time. Sheep-Me may announce amendments to these Terms by e-mail, without being required to do so. If no written objection is made to an amendment to these Terms, the latest version of the Terms is deemed accepted after a period of 7 (seven) calendar days from its publication on the platform and automatically applies to all existing legal relationships from the expiry of that period. In the event of an objection within that period, any contract incorporating these Terms shall automatically end, without application of the latest version of the Terms, at the end of the month during which the objection is made.
The provisions of these Terms highlighted in bold may be classified as unusual; the attention of any (potential) contracting party of Sheep-Me is expressly drawn to their content.
If these Terms are available in several languages, only the French version is authoritative, the others being provided strictly for illustrative purposes.
Role and general operation of the platform
Sheep-Me enables persons registered as restaurant operators (“seller(s)”) on the platform to use its features in order to offer consumable goods (“product(s)”) for sale to third parties (“buyer(s)”).
Sellers and buyers may, through the platform, enter into contracts for the purchase of products.
Once concluded, every contract is legally binding on the seller and buyer concerned.
Sellers and buyers act on the platform autonomously and under their own responsibility.
Registration on the platform and offer to enter into a contract
Only (i) natural persons who are at least 18 years old, domiciled in Switzerland and have full and unrestricted civil capacity, and (ii) legal entities under Swiss law may apply to register as sellers by creating an account for that purpose on the platform (“registration”). By submitting a registration request, the person concerned expressly confirms that they meet the personal conditions mentioned above.
At the time the registration request is submitted, Sheep-Me requires the person concerned to provide data (in particular legal identity, postal address, correspondence e-mail address and correspondence telephone number), which must be provided accurately and completely.
Sheep-Me reserves the right to carry out any useful checks on the data provided and/or to require additional information or documents from the person submitting a registration request.
The submission of a registration request legally corresponds, as such, to an offer by the person concerned to enter into a platform-use contract with Sheep-Me incorporating these Terms. By submitting the registration request, the person concerned declares that they have read these Terms, understood them and accepted them without reservation.
Where the registration request is submitted on behalf of a legal entity or business, the person or natural persons from whom it originates confirm that they have the necessary authority to bind that company. Sheep-Me may retain technical evidence of this acceptance, including in particular the representative’s name, function, the version of the accepted document, the timestamp, the language, the account identifier, the IP address, the user agent and the cryptographic fingerprint of the accepted document.
By submitting a registration request, the person concerned confirms that they are aware of how the platform works and of the features to which the contract – if concluded – will give them access; any mismatch between these features and the seller’s needs may under no circumstances be considered a breach by Sheep-Me of its obligations or give rise to any defect in the seller’s consent.
Creation of the account and the possibility of using the platform occur only once the offer to enter into a contract with Sheep-Me has been approved by Sheep-Me. Sheep-Me’s approval or refusal is communicated by e-mail. In the event of approval, the contract is immediately concluded and the account is automatically opened, thereby authorizing the seller to access the platform.
There is no right to registration and use of the platform, or to the conclusion of any related contract with Sheep-Me.
Relationships between sellers and buyers
Contracts between sellers and buyers
The seller is free, within the limits of use inherent in the platform’s technical design and features, to publish information on the platform intended to sell products to buyers (“offer(s)”), which legally correspond to offers addressed to any buyer registered on the platform to enter into contracts with them for the products offered, on the conditions indicated by the seller.
The offers do not bind Sheep-Me, which is not required to verify them.
Every offer published by the seller must in any case contain the following elements: (i) name of the product offered; (ii) illustration of the product offered; (iii) indication of the quantity of product offered; (iv) general description of the product offered; (v) indication of any allergens present in the product offered.
Unless otherwise stated, any price indicated by a seller in an offer is understood to include all taxes, excluding transport and delivery costs.
The acceptance of one or more offers from a seller by a buyer, by the order by the buyer of one or more products from the same seller through the platform, automatically and immediately entails the conclusion of a single sales contract between the seller and buyer concerned, whose rights and obligations they must comply with. Once concluded, a contract may no longer be amended.
Sheep-Me is not a party to the contracts concluded between sellers and buyers through the platform. Subject to expressly contrary provisions, neither Sheep-Me nor its bodies or employees act as representatives, bodies, auxiliaries or employees of any seller or buyer. Sheep-Me assumes no liability for the negotiation, conclusion and performance of contracts concluded through the platform, or for the obligations arising from or connected with such contracts.
The contract concluded between a seller and a buyer is governed by Swiss law and its content is defined by reference to (i) the information published by the seller on the platform in its offers, (ii) the content of the buyer’s order, (iii) the common provisions of these Terms and the General Terms for Buyers (references), and (iv) mandatory law and, subsidiarily, default provisions, in particular those arising from the Code of Obligations.
By concluding a contract through the platform, the seller concerned undertakes to provide the products ordered by the buyer within a reasonable period, that is, as soon as possible according to the ordinary course of business and the buyer’s instructions, while the buyer undertakes to pay the full price (including VAT) immediately upon conclusion of the contract.
The seller is solely responsible for any defects in the products ordered.
The transfer from the seller to the buyer of the risks and benefits relating to the products ordered occurs when each product is actually handed over to the buyer, where applicable after delivery (as defined below).
The rights and obligations arising, for the buyers and sellers concerned, from contracts concluded through the platform are non-transferable.
Delivery of products
In connection with the conclusion of a contract with a seller through the platform, the buyer may, if the buyer wishes the products ordered to be delivered, conclude a separate contract with Sheep-Me for the collection, transport and delivery of the products in question (“delivery”).
The seller is not a party to the delivery contract, which binds only Sheep-Me and the buyer concerned.
If the buyer does not opt for delivery by Sheep-Me, the buyer is responsible for collecting the products purchased themselves at the address indicated by the seller on its account.
Seller’s obligations
Offers and resulting contracts
By publishing an offer, the seller acknowledges and undertakes to guarantee (i) the truthfulness and accuracy of its content, (ii) the expected or announced qualities of the products offered, and (iii) its capacity to perform any contract concluded with a buyer on the basis of the published offer.
The seller undertakes to remove any offer from the platform as soon as it is no longer valid. In particular, the seller undertakes to provide faithfully and diligently all information necessary for use of the platform, so that its offers are available and can give rise to the conclusion of contracts with buyers only during its periods of activity, that is, during periods in which it can provide the products concerned (excluding closure periods, including due to opening hours, holidays, public holidays, etc.).
The seller undertakes to hold at all times any administrative authorizations (including permits, licences, etc.) necessary for the publication of its offers and the performance of the related contracts.
The seller undertakes that its offers and the resulting contracts shall not violate any legal provisions or any rights of third parties, in particular any intellectual property rights.
Delivery
If a buyer opts for delivery by Sheep-Me, the seller undertakes to make the ordered products available, as soon as they are ready and packaged, to Sheep-Me’s employees or subcontractors at the address indicated by the seller in its offers, so that they can be collected for delivery. The seller undertakes to treat Sheep-Me’s employees and subcontractors courteously.
The seller must carefully package the ordered products that are to be delivered; the seller is solely responsible for such packaging.
The seller undertakes to remain available and must take all necessary measures to be contactable, in particular by telephone, from the conclusion of a contract with a buyer until the final handover of the products purchased to the buyer.
Seller information; account ownership
The seller undertakes to ensure that the data mentioned on its account is at all times accurate and up to date. The seller authorizes Sheep-Me to carry out any useful checks and to request, from the seller or from third parties, any useful information to verify the truthfulness of the data mentioned by the seller on its account.
The seller undertakes (i) to use its account strictly personally, by allowing access only to its bodies and employees, and (ii) not to rent, share or make its account available to any third party.
General rules for use of the platform
The seller accepts and acknowledges that it is solely responsible for the use made of its account on the platform and is liable for it as if such use were always its own. In particular, the seller must ensure that no involuntary use and no improper access to its account is possible, including by taking all measures to keep its identification data secret and protected.
The seller undertakes to use the platform in accordance with the applicable legal framework, in good faith and respectfully, and in particular refrains from any use of mechanisms or systems likely to impair the proper functioning of the platform.
The seller acknowledges that all intellectual property rights, including copyright and trademarks, relating to the platform are the exclusive property of Sheep-Me and may not be used by the seller, but that, insofar as use of the platform nevertheless requires the granting of rights to use such intellectual property rights, such rights are granted temporarily and revocably by Sheep-Me, on a personal, non-exclusive and non-transferable basis, for the duration and scope of use of the platform and strictly for that use alone.
The seller undertakes that any inscriptions, texts, illustrations and other communication elements issued in any form on the platform, or communicated in connection with its use or in the performance of contracts concluded through it, shall not infringe the personality rights of third parties. In particular, the seller refrains from issuing elements that are insulting, obscene, defamatory, intrusive, disparaging or damaging to honour.
Payment of remuneration
By concluding a contract with Sheep-Me, the seller undertakes to pay the price specified for use of the platform, which corresponds to a fixed amount, payable monthly, regardless of the total value or quantity of products sold on the platform (“remuneration”). The remuneration may depend on several factors, including the number of physical points of sale operated by the seller, as well as any additional features or benefits (priority listing, promotion, etc.) (“additional options”) which the seller may take under the platform-use contract.
At the time of registration, the seller is required to provide Sheep-Me with the payment, identification, business and payout information required for payment of the remuneration.
The seller expressly authorizes Sheep-Me to use such information for the purpose of deducting any amount, up to the remuneration owed by the seller, directly from buyers making payments in favour of the seller through the platform, according to the terms and conditions of the platform-use contract.
The remuneration is defined by reference to a separate document published on the platform. It may be adjusted if the conditions prevailing at the time of registration change.
The remuneration is payable monthly and is due by the seller at the end of each calendar month of the contractual relationship (where applicable pro rata temporis).
In the event of non-payment of the remuneration, Sheep-Me sends a written reminder to the seller, who must pay the full outstanding amount within 5 (five) days of receipt of the reminder. If payment is not made within that period, the outstanding amount automatically and immediately bears interest at a rate of 5% per annum. Sheep-Me is furthermore entitled, if the seller has not paid the outstanding amount within the time allowed, (i) to suspend the seller’s account and access to the platform without the seller being entitled to assert any claims against Sheep-Me and/or (ii) to terminate its contract with the seller with immediate effect.
Sheep-Me’s obligations
Making the platform available
Sheep-Me undertakes, under the terms and conditions of these Terms, to allow the seller to access and use the platform, within the limits of its features and according to any additional options, in particular for the purpose of publishing offers.
Sheep-Me undertakes to use its best efforts to ensure that the platform is accessible at all times, without however guaranteeing such access, which may be restricted or suspended, in particular in the event of updates, interface changes, support, failures, cyberattacks, decisions by an authority, etc.
Sheep-Me undertakes to use its best efforts to enable use of the platform that is safe and free of danger to the seller’s IT interface, without however guaranteeing access entirely free of risk for the seller.
Other obligations
Sheep-Me undertakes to process any personal data (within the meaning of the FADP) of the seller, its bodies and employees in accordance with its data protection policy, which is available on the platform and to which express reference is made.
The seller accepts that at the time of conclusion of any sales contract between the seller and a buyer, Sheep-Me (i) collects the sale price from the buyer, (ii) where applicable gives receipt to the buyer, and (iii) pays the sale price to the seller, in particular by bank transfer via Stripe Connect or any other payment service provider used by Sheep-Me, within 10 (ten) calendar days following conclusion of the sales contract. By collecting the sale price on behalf of the seller and strictly within that framework, Sheep-Me acts towards the seller as mandatary and towards the buyer as representative of the seller. The seller authorizes Sheep-Me to offset any amount received on its behalf from a buyer against any amount owed by the seller to Sheep-Me.
Exclusion of liability
Sheep-Me assumes liability, in the event of breach of its contractual obligations arising explicitly from these Terms, only for direct damage resulting from intentional misconduct or gross negligence on its part or on the part of its bodies or employees, in particular in the operation of the platform. The liability of Sheep-Me, its bodies and employees for direct damage caused by slight negligence, whatever the legal basis, is expressly excluded. Any liability of Sheep-Me, its bodies and employees for indirect damage, whatever the legal basis, is entirely and expressly excluded.
Duration; termination; end
The platform-use contract is concluded for an indefinite period.
Each party may terminate the platform-use contract in writing with at least 7 (seven) days’ notice for the end of any calendar month.
Each party may terminate the platform-use contract with immediate effect for good cause. Good cause includes in particular:
For the seller, (i) the fact that use of the platform is totally or partially impossible or made excessively difficult for at least 5 (five) consecutive days and (ii) the bankruptcy or insolvency of Sheep-Me.
For Sheep-Me, (i) non-payment of the remuneration by the seller within 5 (five) days from notification of a reminder, (ii) serious or repeated breach of the seller’s obligations arising from these Terms, and (iii) the bankruptcy or insolvency of the seller.
Termination of the platform-use contract has no effect on the validity of contracts concluded between the seller and any buyer before its end.
Termination and the end of the platform-use contract have no effect on the rights and obligations of the parties that arose from that contract before its end or as a result of it.
Claims, in particular for damages, arising from immediate termination – whether justified or unjustified – of the platform-use contract and from the grounds underlying such termination are reserved.
The end of the platform-use contract makes all claims arising from it automatically and immediately due.
General provisions
If certain provisions of these Terms are wholly or partially void, annulled or unenforceable, the remaining provisions shall not be affected. The unenforceable and/or void provisions shall then be replaced by effective provisions whose content is as close as possible to the meaning and economic purpose of the original provisions.
All disputes arising from these Terms are governed by Swiss law, excluding private international law provisions, and fall within the exclusive jurisdiction of the ordinary courts at Sheep-Me’s registered office.
