Hopprfy Vendor Contract

Terms and Conditions

Hopprfy Vendor Terms

These Vendor Terms are entered into between us, Hoppr.io Ltd (“Hopprfy”), and the Vendor signing up to receive services to the Hopprfy platform (“Vendor”), on the date the Vendor accepts these Vendor Terms through the sign up process. These Vendor Terms set out the terms and conditions of your participation on the Hopprfy platform and incorporate the Hopprfy Terms and Conditions (“Terms”), and the Core Service Pack or the Marketplace+ Service Pack, depending on the services the Vendor signs up for. These Vendor Terms, together with the information provided in the sign up process, including the agreed Fees, form the agreement between the parties (“Agreement”). If Hopprfy makes any changes to this Agreement in line with clause 1.5 of the Terms, Hopprfy will give reasonable notice to the Vendor by posting the amended Agreement on this website or otherwise making the amended Agreement available to the Vendor.

Core Service Pack

1. Overview

1.1 This Core Service Pack sets out the terms on which the Core Services (defined below) will be performed by Hopprfy for Vendors signing up to the Core Service Pack.

1.2 In the event of, and only to the extent of, any inconsistency between this Core Service Pack and the Terms, the provisions of the Terms shall prevail (except to the extent expressly set out otherwise in this Core Service Pack).

2. Service description

2.1 Hopprfy shall provide to the Vendor the following services in relation to each of the Sites:

2.1.1 launch and display of the Vendor and Menu Items on the Platform; 2.1.2 facilitation of a real-time ordering process which will enable Customers to place Orders via the Platform; 2.1.3 the Delivery Services; and 2.1.4 the Customer Support Services, (the “Core Services”).

3. Appointment as agent

3.1 The Vendor appoints Hopprfy as its agent to solicit Orders in the Territory on the terms of the Agreement and Hopprfy accepts the appointment on those terms. Hopprfy is authorised by the Vendor to solicit, promote and conclude contracts for Orders in the name of and on behalf of the Vendor.

3.2 The Vendor appoints Hopprfy as its agent to collect Customer payments owed to the Vendor. Hopprfy shall be authorised to take such steps as it considers necessary to obtain such funds and shall hold such funds for and on behalf of the Vendor. The Vendor acknowledges and represents that where a Customer pays any funds due to the Vendor to Hopprfy, Hopprfy shall receive such payment on the Vendor’s behalf and that receipt shall constitute settlement of the relevant Customer’s debt to the Vendor.

Equipment

4.1 The Software shall at all times remain the property of Hopprfy. Hopprfy grants to the Vendor a non-exclusive licence to use the Software for the Term at the Site(s). The Vendor shall not (and shall not permit any third party to) copy, adapt, reverse engineer, decompile, modify or make error corrections to the Software other than with Hopprfy’s express prior written consent.

5. What we will do

5.1 In addition to Hopprfy’s obligations set out at clause 3 of the Terms, Hopprfy shall use reasonable endeavours to: 5.1.1 onboard the Vendor onto the Platform. The Vendor acknowledges and agrees that Hopprfy shall have the right to sub-contract any part of the onboarding process without the Vendor’s consent;

5.2 display the Vendor and the Menu Items on the Platform as available for Orders;

5.3 facilitate and implement a real-time ordering process which will enable Customers to place Orders on the Platform; 5.4 provide the Customer Support Services through a professionally manned telephone call and online support centre which shall be operative during the Opening Hours. The Customer Support Services shall be provided in an orderly and efficient manner at no further cost to the Vendor;

5.5 provide the Delivery Services to the Vendor in relation to each Order; and

5.6 procure that Riders perform the Delivery Services in a professional manner and with reasonable care and skill.

6. What you will do

6.1 In addition to the Vendor’s obligations set out in clause 4 of the Terms, the Vendor shall:

6.1.1 procure and maintain in force such permits, certificates, registrations, licences and approvals and comply with all Applicable Law, regulations and industry best practices as are applicable to the Vendor in carrying out its obligations in connection with the Agreement; 6.1.2 pay to Hopprfy:(i) the Core Service Fees; 6.1.3 provide to Hopprfy all information, materials and assistance as is reasonably required by Hopprfy in order for Hopprfy to onboard the Vendor to the Platform, including in relation to Menu Items and Opening Hours; 6.1.4 provide Hopprfy with accurate and complete descriptions of Menu Items (including any applicable VAT amounts) in the timescales required by Hopprfy. In particular, the Vendor shall provide Hopprfy with all allergen information and advice requested by Hopprfy or otherwise required to be displayed on the Platform from time to time in relation to Menu Items and the Vendor shall be solely responsible and liable for ensuring that all allergen information and advice required to be displayed on the Platform is at all times accurate, complete and compliant with all Applicable Law; 6.1.5 jointly with Hopprfy determine the Menu Items to be displayed on the Platform, except where the Vendor has limited or no discretion in relation to the selection of Menu Items (for example, in relation to some franchisees), in which case the determination shall be made by Hopprfy and the Vendor’s relevant licensor. The Vendor agrees that: (a) notwithstanding any other provision of this paragraph 6.1, Hopprfy may edit descriptions of Menu Items as it deems reasonably fit (including where required by Applicable Law) for display on the Platform; and (b) the prices for the Menu Items it provides for display on the Platform may be the different to the prices for menu items published in the Vendor’s customer menu; 6.1.6 provide Hopprfy with written approval of the presentation and description of Menu Items on the Platform within 3 days of Hopprfy’s request and the Vendor acknowledges and agrees that approval shall be deemed granted if written approval or non-approval is not received within 3 days of the request; 6.1.7 give Hopprfy not less than 3 days' written notice of any change and/or the discontinuance of any Menu Items and any change to the Opening Hours; 6.1.8 ensure that the relevant Menu Items are available to be ordered by a Customer during Opening Hours; 6.1.9 accept and reject Orders (as appropriate and in accordance with the Vendor Service Levels). 6.1.10 ensure that Orders are prepared promptly and in accordance with the timescales communicated by the Vendor to the Customer via the Platform; 6.1.11 process and prepare Orders using reasonable skill, care and diligence and in accordance with best practice in the Vendor’s industry; 6.1.12 take into account any information relating to Customer allergies submitted along with the Order; 6.1.13 ensure all Orders are packaged in such packaging as may be determined by the Vendor acting reasonably to avoid tampering, to minimise spillage and maintain the Order at an appropriate temperature;

6.1.14 ensure that the Menu Items: (a) correspond with the descriptions on the Platform (including indications that particular Menu Items are gluten free, nut free, or are suitable for vegetarians and/or vegans); (b) are not harmful to health or the environment; (c) have been properly cooked or prepared and are otherwise safe and fit for transportation and consumption; (d) are safely, securely and otherwise appropriately packaged at all times (including as reasonably required to withstand the delivery process, if applicable to the Core Services); and (e) are at an appropriate temperature for consumption by the Customer;

6.1.15 ensure that each Order number on the Order packaging corresponds with the Order number provided by Hopprfy to the Vendor before the Order is handed over to the relevant Rider;

6.1.16 provide each Customer with an official receipt (and a VAT receipt, if applicable) in respect of an Order, if the Customer so requests; and

6.1.17 provide prompt assistance to Hopprfy to enable Hopprfy to participate in and/or respond to any investigation, enquiry or information request relating to the Menu Items or any other matter relating to the Vendor by any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body.

7. Hopprfy Service Levels

7.1 Hopprfy shall use reasonable endeavours to ensure: that the Menu Items are delivered within 20 minutes of the Target Delivery Time for at least 70% of all deliveries of Orders; and that the Platform shall be available to the Vendor and 7.2 Customers no less than 98% of the time (calculated over a period of one calendar month), except for any scheduled downtime which has been notified to the Vendor by Hopprfy in advance.

8. Vendor service levels

8.1 The Vendor shall use reasonable endeavours to: 8.1.1 reject less than 1% of all Orders received through the Platform (which shall exclude issues caused by errors in the Platform or otherwise caused by Hopprfy); 8.1.2 ensure that the relevant Menu Items are available for collection by Riders at the Site(s) at the time stipulated on the Software (the “Pick Up Time”). In any event the Vendor shall ensure that the time for which a Rider may have to wait at the Site(s) (“Rider Held Time”) to pick up an Order shall be no longer than 5 minutes. The Rider Held Time shall be measured from the Pick Up Time (or if later, the time at which the Rider actually arrives at the relevant Site and notifies the relevant Vendor staff of their arrival) to the time at which the Order is provided to the Rider by the Vendor for delivery to the Customer; and

8.2 ensure that the Software on the Equipment is set as ‘available’ for Orders for 98% of the Opening Hours.

9. Shared service levels

9.1 The parties shall use reasonable endeavours to ensure that the Rating remains at no less than 80% during the Term.

10. Fees, pricing and payment

10.1 Hopprfy uses an external payment provider to handle both inbound and outbound payments: 'Stripe' hereafter referred to as the 'payment provider'. The platform user connects their designated bank account to the external payment provider, hereafter referred to as the 'nominated account', and all accrued funds may then be paid into the nominated account.

Hopprfy is subject to all the terms of the external payment provider as dictated by their terms and conditions: Stripe Terms and Conditions UK

Payment Schedule:

You will be paid by the platform either as:

a) a Vendor - as soon as the courier accepts the customer order, your connected external payment provider account is credited instantly.

b) a Courier – once the customer has registered that the order is complete, or our automation completion mechanism has designated it complete if the customer does not respond within the preset time period, your external payment provider account will be credited.

c) a Network Affiliate – once the customer has registered that the order is complete, or our automation completion mechanism has designated it complete if the customer does not respond within the preset time period, your external payment provider account will be credited. .

You are then subject to the payment provider time window to complete transfer of funds, hereafter referred to as the the 'clearing window', at which point the funds will be paid to your account or held in the external payment provider account until such time as you choose to withdraw them; depending upon which payout settings you have chosen. The platform default is for your nominated external payment provider account to receive daily payouts.

Clearing Window

The Stripe opening clearing window is 7 days (i.e for a new account with no transaction history), which, after a period of use will drop to 3 days. This allows for the completion of fraud prevention checks and other financial verification methods utilised by the payment provider on the source transaction. During that time, the funds are 'in escrow', meaning they have been assigned to your account, but cannot be withdrawn until the clearing window is over. Should any malfeasance on the part of the vendor be flagged by the external payment provider or the platform, the platform reserves the right to withdraw payment of any affected funds, subject to further investigation.

10.2 Hopprfy may charge the Customer a fee for the Delivery Services, such fee to be determined by Hopprfy in its absolute discretion from time to time. The Vendor acknowledges and agrees that Hopprfy shall be entitled to retain such fee for itself and shall have no obligation to account to the Vendor.

11. Liability

11.1 The Vendor shall be solely responsible and liable for all claims against Hopprfy by Customers relating to, or arising (directly or indirectly) from or in connection with a breach by the Vendor of paragraph 6.1.14 (save, in the case of paragraph 6.1.14(e) only, where, and to the extent applicable, Hopprfy fails to deliver the Menu Items to the Customer within 1 hour of collection from the Vendor).

11.2 Hopprfy shall be solely responsible and liable for any claims by Customers that: 11.2.1 the Menu Items have been spilled or crushed after pick up from the Vendor (except to the extent this arises due to a failure by the Vendor under paragraph 6.1.12(d)); and 11.2.2 the Menu Items are not at an appropriate temperature for consumption on delivery, as a consequence of having been delivered more than 1 hour after collection from the Vendor (save where, and to the extent that, this is as a result of: (a) the Vendor’s breach of paragraph 6.1.12(d) or (e); or (b) the Vendor failing to have any Menu Items ready for collection by a Rider in excess of 10 minutes after the designated collection time).

11.3 Subject to clause 9 of the Terms:

11.3.1 Hopprfy’s total liability to the Vendor, whether arising in contract, tort (including negligence and breach of statutory duty) or otherwise arising under or in connection with the Agreement (including in respect of any indemnity) shall not exceed the greater of £5,000 and the amount of the Core Services Fees paid or payable by the Vendor to Hopprfy in the 12 months preceding the date of the relevant claim; and 11.3.2 the Vendor’s total liability to Hopprfy:

(a) in respect of the indemnities in paragraph 11.4 and clause 8.6 of the Terms, shall be unlimited; and (b) in respect of all other liabilities, whether arising in contract, tort (including negligence and breach of statutory duty) or otherwise arising under or in connection with the Agreement shall not exceed the greater of £5,000 and the Core Services Fees paid or payable by the Vendor to Hopprfy in the 12 months preceding the date of the relevant claim.

11.4 The Vendor shall indemnify and keep indemnified Hopprfy against all Losses suffered or incurred in respect of a breach by the Vendor of paragraphs 6.1.1 and/or 6.1.4 and the matters for which the Vendor is responsible or liable under paragraph 11.1.

11.5 Hopprfy shall indemnify and keep indemnified the Vendor against all Losses suffered or incurred by the Vendor in respect of the matters for which Hopprfy is responsible or liable under paragraph 11.2, provided that Hopprfy shall not be liable for any Losses sustained or incurred by the Vendor that arise directly or indirectly from the Vendor’s prevention or delay.

11.6 If paragraphs 11.1 or 11.2 apply, the Customer may be entitled to compensation from Hopprfy. The Customer’s eligibility for, and the level of, such compensation shall be determined by Hopprfy acting reasonably in accordance with the Complaints Matrix. Subject to clause 9 of the Terms, this shall be the Customer’s sole remedy in relation to paragraphs 11.1 and 11.2.

11.7 The Vendor is expected to abide by their licensing agreement with the local Authority relating to the sale of goods and alcohol. They shall be solely responsible and liable for all claims by Customers or the public authorities if they breach their licensing agreements

12. Termination

12.1 Unless terminated earlier in accordance with clause 11 of the Terms or in accordance with the terms of this Core Service Pack, the Agreement shall continue for the Initial Term and shall automatically extend for successive Extension Terms at the end of the Initial Term and at the end of each Extension Term.

12.2 In addition to the termination rights of the parties set out in clause 11 of the Terms or this Core Service Pack, without affecting any other right or remedy available to it: 12.2.1 Hopprfy may terminate the Agreement with immediate effect by giving written notice to the Vendor: (a) if the Vendor breaches paragraph 4.5 (Equipment) of this Core Service Pack; (b) if the Vendor breaches paragraph 6.1.1 or 6.1.14 (What You Will Do) of this Core Service Pack; or in accordance with paragraph 13.2 (Force Majeure Event) of this Core Service Pack; and

12.2.2 either party may terminate the Agreement on giving the other party not less than 30 days’ written notice following the Initial Term; and 12.2.3 either party may terminate the Agreement by giving prior written notice to the other party if any undisputed sum owing to that party under any of the provisions of the Agreement is not paid within 30 days of the due date for payment.

12.3 Without affecting any other right or remedy available to it, if the Vendor is in material breach of its obligations under the Agreement at any time, Hopprfy reserves the right to suspend the provision of the Core Services (in whole or in part). Hopprfy shall be entitled to maintain the suspension until the Vendor is able to remedy the breach and demonstrate its future ability to comply with the relevant obligation to Hopprfy’s reasonable satisfaction.

13. Force majeure

13.1 If Hopprfy or the Vendor (as the case may be) is unable to carry out any of its obligations under the Agreement due to a Force Majeure Event, the Agreement shall remain in effect but the obligations in question (and the other party’s corresponding obligations, if any, under the Agreement) shall be suspended for so long as the Force Majeure Event continues or 1 month, whichever is the shorter, provided that:

13.1.1 the suspension of the performance is of no greater scope than is necessitated by the Force Majeure Event;

13.1.2 the party suffering the Force Majeure Event immediately gives the other party written notice of the occurrence and its expected duration, and continues to furnish regular reports while the Force Majeure Event continues and notifies the other party immediately when it ceases; and 13.1.3 that party uses all reasonable efforts to remedy its inability to perform and to mitigate the effects of the Force Majeure Event.

13.2 Without affecting any other right or remedy available to it, if a Force Majeure Event continues for more than 1 month, the other party may terminate the Agreement immediately on serving written notice to that effect on the party suffering the Force Majeure Event.

14. Definitions

14.1 Unless the context otherwise requires, or otherwise specified, capitalised terms used in this Core Service Pack shall have the meaning given to them in Schedule 1 to the Terms. In addition, the following defined terms shall have the following meanings in this Core Service Pack: “Core Services Fee” shall be the amount agreed by the Vendor pursuant to the sign-up process. “Delivery Services” means the delivery of Orders from the Vendor to the Customer by riders provided by Hopprfy.“Trial Term” means a period of 3 months “Extension Term” means a period of 3 months commencing on the day after the end of the Initial Term or the immediately preceding Extension Term (as the context requires). “Initial Term” means 3 months. “Rider” means the delivery riders authorised by Hopprfy to carry out the Delivery Services.

Marketplace+ Service Pack

1.Overview

1.1 This Marketplace+ Service Pack sets out certain Marketplace+ Services to be performed by Hopprfy for Vendors signing up to the Marketplace+ Service Pack. 1.2 In the event of, and only to the extent of, any inconsistency between this Marketplace+ Service Pack and the Terms, the provisions of the Terms shall prevail (except to the extent expressly set out otherwise in this Marketplace+ Service Pack).

Service description

2.1 Hopprfy shall provide to the Vendor the following services in relation to each of the Sites set out at the start of this Marketplace+ Service Pack:

2.1 launch and display of the Vendor and Menu Items on the Platform;

2.2 facilitation of a real-time ordering process which will enable Customers to place Orders via the Platform; and 2.3 the Customer Support Services, (the “Marketplace+ Services”).

3 Appointment as agent

3.1 The Vendor appoints Hopprfy as its agent to solicit Orders in the Territory on the terms of the Agreement and Hopprfy accepts the appointment on those terms. Hopprfy is authorised by the Vendor to solicit, promote and conclude contracts for Orders in the name of and on behalf of the Vendor.

3.2 The Vendor appoints Hopprfy as its agent to collect Customer payments owed to the Vendor. Hopprfy shall be authorised to take such steps as it considers necessary to obtain such funds and shall hold such funds for and on behalf of the Vendor. The Vendor acknowledges and represents that where a Customer pays any funds due to the Vendor to Hopprfy, Hopprfy shall receive such payment on the Vendor’s behalf and that receipt shall constitute settlement of the relevant Customer’s debt to the Vendor.

4 Equipment

4.1 The Software shall at all times remain the property of Hopprfy. Hopprfy grants to the Vendor a non-exclusive licence to use the Software for the Term at the Site(s). The Vendor shall not (and shall not permit any third party to) copy, adapt, reverse engineer, decompile, modify or make error corrections to the Software other than with Hopprfy’s express written consent.

5. What we will do

5.1 In addition to Hopprfy’s obligations set out at clause 3 of the Terms, Hopprfy shall use reasonable endeavours to: 5.1.1 subject to the payment by the Vendor of the Set-Up Fee: (a) provide the Vendor with the Equipment; and (b) onboard the Vendor onto Hopprfy’s portal for its Vendor partners. The Vendor acknowledges and agrees that Hopprfy shall have the right to sub-contract any part of the onboarding process without the Vendor’s consent; 5.1.2 display the Vendor and the Menu Items on the Platform as available for Orders; 5.1.3 facilitate and implement a real-time ordering process which will enable Customers to place Orders on the Platform; 5.1.4 provide the Customer Support Services through a professionally manned telephone call and online support centre which shall be operative during the Opening Hours. The Customer Support Services shall be provided in an orderly and efficient manner at no further cost to the Vendor; and 5.1.5 at the end of the Term, remove the Vendor from the Platform.

6. What you will do

6.1 In addition to the Vendor’s obligations set out in clause 4 of the Terms, the Vendor shall: 6.1.1 procure and maintain in force such permits, certificates, registrations, licences and approvals and comply with all laws, regulations and industry best practices as are applicable to the Vendor in carrying out its obligations in connection with the Marketplace+ Services; 6.1.2 pay to Hopprfy:(i) the Marketplace+ Service Fees; 6.1.3 provide to Hopprfy all information, materials and assistance as is reasonably required by Hopprfy in order for Hopprfy to onboard the Vendor to the Platform, including in relation to Menu Items and Opening Hours;

6.1.4 provide Hopprfy with accurate and complete descriptions of Menu Items (including any applicable VAT amounts) in the timescales required by Hopprfy. In particular, the Vendor shall provide Hopprfy with all allergen information and advice requested by Hopprfy or otherwise required to be displayed on the Platform from time to time in relation to Menu Items and the Vendor shall be solely responsible and liable for ensuring that all allergen information and advice required to be displayed on the Platform is at all times accurate, complete and compliant with all Applicable Law;

6.1.5 jointly with Hopprfy determine the Menu Items to be displayed on the Platform, except where the Vendor has limited or no discretion in relation to the selection of Menu Items (for example, in relation to some franchisees), in which case the determination shall be made by Hopprfy and the Vendor’s relevant licensor. The Vendor agrees that: (a) notwithstanding any other provision of this paragraph 6.1, Hopprfy may edit descriptions of Menu Items as it deems reasonably fit (including where required by Applicable Law) for display on the Platform; and (b) the prices for the Menu Items it provides for display on the Platform shall be the same as the prices for menu items published in the Vendor’s in-Vendor customer menu;

6.1.6 provide Hopprfy with written approval of the presentation and description of Menu Items on the Platform within 3 days of Hopprfy’s request and the Vendor acknowledges and agrees that approval shall be deemed granted if written approval or non-approval is not received within 3 days of the request;

6.1.7 give Hopprfy not less than 3 days' written notice of any change and/or the discontinuance of any Menu Items and any change to the Opening Hours; 6.1.8 ensure that the relevant Menu Items are available to be ordered by a Customer during Opening Hours; 6.1.9 accept and reject Orders (as appropriate and in accordance with the Vendor Service Levels); 6.1.10 ensure that Orders are prepared promptly and in accordance with the timescales communicated by the Vendor to the Customer via the Platform; 6.1.11 process and prepare Orders using reasonable skill, care and diligence and in accordance with best practice in the Vendor’s industry; take into account any information relating to Customer allergies submitted along with the Order; 6.1.12 ensure all Orders are packaged in such packaging as may be determined by the Vendor acting reasonably to avoid tampering, to minimise spillage and maintain the Order at an appropriate temperature; 6.1.13 ensure that Orders are delivered to Customers by Vendor Riders at the address specified in the Order in a professional manner; 6.1.14 ensure that the Menu Items: (a) correspond with the descriptions on the Platform (including indications that particular Menu Items are gluten free, nut free, or are suitable for vegetarians and/or vegans); (b) are not harmful to health or the environment; (c) have been properly cooked or prepared or are otherwise safe, fit for transportation, consumption or palatable; (d) are safely, securely and otherwise appropriately packaged at all times (including as reasonably required to withstand the delivery process, if applicable to the Marketplace+ Services); and (e) are at an appropriate temperature for consumption by the Customer. 6.1.16 ensure that each Order number on the Order packaging corresponds with the Order number provided by Hopprfy to the Vendor; 6.1.17 provide each Customer with an official receipt (and a VAT receipt, if applicable) in respect of an Order, if the Customer so requests; and 6.1.18 provide prompt assistance to Hopprfy to enable Hopprfy to participate in and/or respond to any investigation, enquiry or information request relating to the Menu Items or any other matter relating to the Vendor by any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body.

7. Customer payment

7.1 The Vendor may elect to allow Customers the option of paying for Orders in cash (“Cash Payments”). 7.2 If a Customer elects to pay in cash, the Vendor shall collect Cash Payments from Customers when the Vendor Rider delivers the Order. 7.3 Cash Payments shall be included in the calculation of the GMV for the purposes of determining the Marketplace+ Services Fees. 7.4 The Vendor shall be responsible for the safekeeping of Cash Payments. If the Cash Payment is lost, stolen or is not collected from the Customer, the Vendor will remain liable to Hopprfy for the Marketplace+ Service Fees of the GMV for such Cash Payments.

8. Hopprfy service levels

8.1 Hopprfy shall use reasonable endeavours to ensure that the Platform shall be available to the Vendor and Customers no less than 98% of the time (calculated over a period of one calendar month), except for any scheduled downtime which has been notified to the Vendor by Hopprfy in advance.

9. Vendor service levels

9.1 The Vendor shall use reasonable endeavours to: 9.1.1 reject less than 1% of all Orders received through the Platform (which shall exclude issues caused by errors in the Platform or otherwise caused by Hopprfy); and 9.1.2 ensure that the Menu Items are delivered within 10 minutes of the Target Delivery Time for at least 70% of all deliveries of Orders

10. Shared service levels

10.1 The parties shall use reasonable endeavours to ensure that the Rating remains at no less than 80% during the Term.

11. Fees, pricing and payment

11. In consideration for the Marketplace+ Services, Hopprfy shall be entitled to the Marketplace+ Service Fees. The Marketplace+ Service Fees shall be subject to VAT at the prevailing rate. The Vendor shall cooperate with Hopprfy in order to enable it to comply with its VAT accounting obligations. 11.2 The Vendor will be responsible for setting the Vendor Delivery Fee. 11.3 The first reference period for the calculation of the Marketplace+ Service Fees will end on the next date to fall on the 1st or the 16th of the month following the Commencement Date (“First Reference Date”), whichever is earlier. Calculation of the total Marketplace+ Service Fees will subsequently be determined by reference to consecutive periods of approximately 15 days ending on the 1st and 16th of each month (each a “Period”). 11.4 Within 2 Business Days following the First Reference Date and within 2 Business Days after the end of each subsequent Period, Hopprfy shall send to the Vendor: 11.4.1 a statement summarising the Menu Items ordered from the Vendor since the Commencement Date (for the first reference period) or during the relevant Period (as appropriate) (the “Menu Items Amount”); and 11.4.2 the corresponding amount due to the Vendor, which shall be the Menu Items Amount less the Marketplace+ Service Fees (the “Vendor Payment”). 11.5 Hopprfy will within 2 Business Days after the First Reference Date or the end of the relevant Period (as appropriate) transfer the funds due to the Vendor by electronic bank transfer to a bank account in the Territory nominated by the Vendor.

12. Liability

12.1 The Vendor shall be solely responsible and liable for all claims against Hopprfy by Customers relating to, or arising (directly or indirectly) from or in connection with a breach by the Vendor of paragraphs 6.1.9, 6.1.10 or 6.1.13.

12.2 Subject to clauses 9.1 and 9.2 of the Terms, each party’s total liability to the other arising under or in connection with the Agreement shall not exceed the greater of £5,000 and the amount of the Marketplace+ Service Fees paid or payable by the Vendor to Hopprfy in the 12 months preceding the date of the relevant claim.

12.3 The Vendor shall indemnify and keep indemnified Hopprfy against all Losses suffered or incurred by Hopprfy in respect of the matters for which the Vendor is responsible or liable under paragraph 12.1.

12.4 If paragraph 12.1 applies in respect of the Vendor’s breach of paragraph 6.1.13, the Customer may be entitled to compensation from Hopprfy. The Customer’s eligibility for, and the level of, such compensation shall be determined by Hopprfy acting reasonably in accordance with the Complaints Matrix.

13. Termination

13.1 This Marketplace+ Service Pack shall commence on the Commencement Date and will continue for the Initial Term and automatically extend for successive Extension Terms at the end of the Initial Term and at the end of each Extension Term until terminated in accordance with clause 11 of the Terms or this paragraph 13 of this Marketplace+ Service Pack. In addition to the termination rights of the parties set out in clause 11 of the Terms, without affecting any other right or remedy available to it: 13.1.1 either party may terminate the Agreement on giving the other party not less than 30 days’ written notice following the Initial Term; and 13.1.2 Hopprfy may terminate the Agreement with immediate effect if: (a) the Vendor breaches paragraph 4.5 of this Marketplace+ Service Pack; (b) the Vendor breaches paragraph 6.1.1 of this Marketplace+ Service Pack; or (c) the Vendor breaches paragraph 6.1.13.

13.2 Either party may terminate the Agreement by giving written notice to the other party if any undisputed sum owing to that party under any of the provisions of the Agreement is not paid within 30 days of the due date for payment.

13.3 Without affecting any other right or remedy available to it, if the Vendor is in material breach of its obligations under this Marketplace+ Service Pack at any time, Hopprfy reserves the right to suspend the provision of the Marketplace+ Services (in whole or in part). Hopprfy shall be entitled to maintain the suspension until the Vendor is able to remedy the material breach and to demonstrate its future ability to comply with the relevant obligation to Hopprfy’s reasonable satisfaction.

14. Definitions

14.1 Unless the context otherwise requires, or otherwise specified, capitalised terms used in the Agreement shall have the meaning given to them in Schedule 1 to these Terms. In addition, the following defined terms shall have the following meanings in this Marketplace+ Service Pack: “Marketplace+ Services Fees” has the meaning set out in the Cover Sheet to this Marketplace+ Service Pack.

“Vendor Delivery Fee” means the delivery fee for the order set by the Vendor as communicated by the Vendor to Hopprfy from time to time.

“Vendor Rider” means the delivery riders provided by the Vendor to deliver Orders to Customers.

Terms and Conditions

1. Contract structure and Services

1.1 These Terms together with the relevant Service Pack govern the overall relationship of the parties in relation to the Services supplied by Hopprfy. The Vendor may procure Services by agreeing the relevant Service Pack(s) with Hopprfy.

1.2 Each Service Pack shall be entered into by the Vendor and Hopprfy and, together with these Terms, forms a separate agreement between its signatories.

1.3 If there is an inconsistency between these Terms and the terms of a Service Pack, the provisions of these Terms shall prevail (except to the extent stated otherwise in the relevant Service Pack). Unless the context otherwise requires, or otherwise specified, capitalised terms used in the Agreement shall have the meaning given to them in Schedule 1 to these Terms.

1.4 The Agreement, constituted by these Terms and the relevant Service Pack, takes precedence over any terms and conditions contained or referred to in any documentation submitted by the Vendor or in correspondence (written or oral), purchase orders or elsewhere and any contrary provisions shall have no effect.

1.5 Hopprfy reserves the right to amend these Terms or any Service Pack if necessary to comply with any Applicable Law, or if the amendment will not materially affect the nature or quality of the Services. Hopprfy shall promptly notify the Vendor of any such amendment by posting the amended Agreement on this website or otherwise making the amended Agreement available to the Vendor. If Hopprfy makes any changes to these Terms or any Service Pack other than those described above, the Vendor will may decline to accept the new Agreement and terminate the Agreement in line with clause 11 of these Terms. The Vendor’s continued use of the Platform after such amended Agreement becomes effective will constitute binding acceptance of the amended Agreement.

2. Commencement and Term

2.1 The Agreement shall commence on the Commencement Date and shall continue, unless otherwise terminated earlier in accordance with clause 11 or the relevant Service Pack, until the expiry of the term set out in the Service Pack (“Term”).

3 Hopprfy’s obligations

3.1 Hopprfy shall use reasonable endeavours to provide the Services: 3.1.1 in all material respects in accordance with the Service Pack including the service description set out in the relevant Service Pack; and 3.1.2 to meet or exceed the applicable Hopprfy Service Levels. Hopprfy shall perform the Services with reasonable care and skill.

4 Vendor's obligations

4.1 The Vendor shall: 4.1.1 act reasonably and in good faith and co-operate with Hopprfy in all matters relating to the Services; 4.1.2 provide, in a timely manner, such assistance and information as Hopprfy may reasonably require, and ensure that the information it provides is not misleading and is complete and accurate in all material respects; 4.1.3 use reasonable endeavours to perform its obligations to meet or exceed the applicable Vendor Service Levels; and comply with Hopprfy Policies. 4.1.4

5. Service Levels

5.1 If either party fails to meet or exceed an applicable Service Level (“Service Level Failure”) for a period of 3 consecutive calendar months or any 3 calendar months in a 4 month period, the matter shall be escalated to the Nominated Representative of each party who, acting reasonably, shall meet as soon as reasonably practicable to discuss and agree the remedial actions required to remedy the Service Level Failure. If the Nominated Representatives of each party are unable to agree on the required remedial actions, the matter shall be subject to the dispute resolution procedure set out in clause 13.5.

6. Pricing and Payment

6.1 The Vendor shall pay the Fees to Hopprfy in accordance with the provisions of this clause 6 and the Service Pack.

6.2 Without prejudice to clause 13.12 of these Terms, if in relation to any calendar month the Fees are for a higher amount than the Menu Items Amount, the Vendor shall pay to Hopprfy the amount by which the Fees are higher within 30 days of the date of Hopprfy’s invoice. 6.3 If a party fails to pay any sum payable by it under the Agreement on the due date for payment, it shall pay interest on such sum for the period from and including the due date up to the date of actual payment (after as well as before judgment) at the rate which is the aggregate of 2% per annum and the base rate from time to time of the Hopprfy nominated bank. The interest will accrue from day to day on the basis of the actual number of days elapsed and a 365-day year and shall be payable on demand and compounded monthly in arrears.

7. Marketing

7.1 Provided Hopprfy obtains the prior written consent of the Vendor, Hopprfy may use the Vendor Branding in any of its marketing materials (including in print or broadcast media, via the internet or mobile apps and on social media networks) and on the Platform and may expressly indicate in any such marketing that the Vendor is available to Customers on the Platform.

8. Intellectual property

8.1 Except as expressly set out in the Agreement: 8.1.1 Hopprfy and its licensors shall retain ownership of, and the Vendor shall not acquire any right, title or interest in or to, the Hopprfy IPRs; and 8.1.2 the Vendor and its licensors shall retain ownership of, and Hopprfy shall not acquire any right, title or interest in or to, the Vendor IPRs.

8.2 Hopprfy grants the Vendor a non-exclusive, royalty-free, non-transferable licence to use the “Hopprfy” logo, name and/or website address (the “Hopprfy Branding”) and associated network branding for the Term in the Territory for the purposes of advertising the fact Hopprfy or its Affiliates provides the Services to the Vendor. Hopprfy shall provide to the Vendor the Hopprfy Branding for this purpose and the Vendor shall not use any other logos, images or artwork to advertise its partnership with Hopprfy. Without prejudice to clause 4.1(d), the Vendor shall comply with any Hopprfy branding policy issued to it from time to time.

8.3 The Vendor grants Hopprfy and its Affiliates a non-exclusive, royalty-free licence to use the Vendor’s logos, name and website address(es) (the “Vendor Branding”) for the Term in the Territory: 8.3.1 on the Platform; 8.3.2 for the purposes referred to in clause 7; and 8.3.3 as otherwise reasonably necessary or desirable for the purposes of providing the Services to the Vendor, subject to Hopprfy obtaining the prior written approval of the Vendor for such use.

8.4 Hopprfy warrants and undertakes that the Hopprfy Branding does not and will not infringe the Intellectual Property Rights of any third party.

8.5 The Vendor warrants and undertakes that the Vendor Branding does not and will not infringe the Intellectual Property Rights of any third party.

8.6 The Vendor shall indemnify Hopprfy and its Affiliates in full against all Losses suffered or incurred by Hopprfy or its Affiliates arising out of or in connection with any claim brought against Hopprfy or any of its Affiliates for alleged or actual infringement of a third party's rights (including any Intellectual Property Rights) arising out of, or in connection with, the Vendor Branding.

8.7 Hopprfy shall indemnify the Vendor in full against all Losses suffered or incurred by the Vendor arising of or in connection with any claim brought against the Vendor for alleged or actual infringement of a third party's rights (including any Intellectual Property Rights) arising out of, or in connection with, the Hopprfy Branding.

9 Liability and Indemnity

9.1 Nothing in the Agreement will limit or exclude a party’s liability for: (a) death or personal injury caused by negligence, or the negligence of its employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; or (c) any other liability to the extent the same cannot be excluded or limited by law.

9.2 Subject to clause 9.1, neither party shall have any liability to the other whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with the Agreement for any: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of or damage to goodwill; and (f) loss of use or corruption of software, data or information, in each case, whether direct or indirect, or for any special, indirect or consequential loss.

10. Data Protection

10.1 The parties shall comply with their obligations, and have their rights, as set out in Schedule 2 to these Terms.

11. Termination

11.1 Without affecting any other right or remedy available to it, Hopprfy may terminate the Agreement with immediate effect if the Vendor breaches clauses 8.5 or 12.2 or 8.7 11.2 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if: 11.2.1 the other party is in material breach of any of its obligations under the Agreement and if such breach is capable of remedy, has not been remedied to the satisfaction of the non-breaching party within 14 days of notice of such breach from the non-breaching party; 11.2.2 the other party enters administration, becomes insolvent or makes any composition or arrangement with its creditors in general; 11.2.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or 11.2.4 the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.

11.3 On termination of the Agreement for whatever reason: 11.3.1 each party shall promptly and in any event within ten (10) Business Days pay to the other party all of the sums owed to that party, calculated in accordance with clause 6 and the Service Pack; and 11.3.2 termination of the Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

12. Compliance with law

12.1 Each party shall in performing their obligations under the Agreement comply with all Applicable Laws.

12.2 Anti-Bribery and Corruption. Without prejudice to the generality of clause 12.1: 12.2.1 the Vendor warrants that it has not done, and in performing its obligations under the Agreement, the Vendor shall not do, any act or thing that contravenes the Anti Bribery Law; 12.2.2 the Vendor warrants and undertakes that it shall (without prejudice to clause 4.1(d)) comply with, and shall procure that its personnel involved in performing the Agreement shall comply with any of Hopprfy’s anti-bribery policies made available to the Vendor from time to time; and 12.2.3 the Vendor shall immediately notify Hopprfy in writing on becoming aware of, or suspecting, any failure to comply with any provision of this clause 12.

12.3 Anti-Slavery. Each party shall comply, and procure that all its employees, contractors, agents and representatives comply, with Anti-Slavery Law, as relevant to the Services and the sourcing, preparation and supply of the Menu Items and the activities of the parties under the Agreement. The Vendor shall use reasonable endeavours on a continuing basis to ensure that Slavery is not taking place in its supply chains.

13. General

13.1 Force majeure. Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. 13.2 Further assurance. Each party shall (at its own cost) do, execute or procure to be done and executed all acts, deeds, documents and things as are reasonably necessary or desirable to give full effect to the Agreement (including the terms regarding Intellectual Property Rights).

13.3 Assignment and other dealings. The Vendor may not assign, transfer, charge or deal in any way with the benefit of, or any of its rights under or interest in, the Agreement without Hopprfy’s prior written consent. Hopprfy may assign the benefit of, and any of its rights under, the Agreement together with any cause of action arising in connection with any of them to its successor in title, to any of its Affiliates or to any purchaser or transferee from it or any of them.

13.2 Confidentiality.

13.14.1 Each party undertakes that it shall not at any time during the Agreement, and for a period of 3 years after termination or expiry of the Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or its Affiliates, except as permitted by clause 13.4(b). 13.14.2 Each party may disclose the other party's confidential information: (a) to its employees, representatives, service providers, subcontractors or professional advisers (“Relevant Personnel”) who need to know such information for the purposes of carrying out or advising on the party's rights or obligations under the Agreement. Each party shall ensure that its Relevant Personnel to whom it discloses the other party's confidential information comply with the obligations of confidentiality under this clause 13.4; (b) to any relevant Taxation Authority to obtain tax or other clearances or consents; and (c) as may be required by Applicable Law, a court of competent jurisdiction or any governmental or regulatory authority.

13.4.3 Clause 13.4(a) shall not apply to confidential information which was in the public domain before it was provided or made available to the relevant party or, after it was provided or made available to that party, entered the public domain otherwise than as a result of: (i) a breach by that party of this clause 13.4 or Schedule 2 to these Terms; or (ii) a breach of a confidentiality obligation by the discloser, where the breach was known to that party.

13.4.4 Neither party shall use any other party's confidential information for any purpose other than to understand, or exercise or perform, its rights or obligations under the Agreement.

13.5 Dispute Resolution.

13.5.1 If a dispute arises out of or in connection with the Agreement or its performance, validity or enforceability (“Dispute”) then, except as expressly provided in the Agreement, the parties shall follow the procedure set out in this clause: (a) either party may call a meeting of the parties by giving not less than 15 Business Days’ written notice to the other, and each party shall procure that a least one authorised representative of that party attends all such meetings; (b) those attending the relevant meeting shall use all reasonable endeavours to resolve the Dispute. If the meeting fails to resolve the Dispute within 15 Business Days of it being referred to it, either party may refer the Dispute to the Relationship Manager of the parties by notice in writing, who shall co-operate in good faith to resolve the Dispute as amicably as possible within 15 Business Days of the Dispute being referred to them; (c) if the Relationship Manager fail to resolve the Dispute in the allotted time, the parties may within that period agree in writing to enter into an alternative dispute resolution procedure with the assistance of a mediator agreed by the parties; and (d) if the parties reach a settlement, such settlement shall be reduced to writing and, once signed by an authorised representative of each of the parties, shall be and remain binding on the parties.

13.5.2 The procedure in this clause 13.5 (if used) shall be binding on the parties with regard to participation in a mediation but not as to its outcome. All negotiations connected with the Dispute shall be conducted in strict confidence and without prejudice to the rights of the parties in any legal proceedings.

13.5.3 Nothing in clauses 13.5(a) or 13.5(b) shall restrict either party from seeking any equitable remedy in the courts in accordance with clauses 13.15 and 13.16.

13.6 Entire agreement. The Agreement constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

13.7 Variation. Subject to clause 1.5, no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.8 Waiver. No failure or delay by a party in exercising, or any single or partial exercise on an earlier occasion of, any right or remedy provided by law or under the Agreement shall impair the right or remedy, or operate as a waiver or variation of it, or preclude its exercise at any subsequent time or the exercise of any other right or remedy.

13.9 Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement. 13.10 No partnership. Nothing in the Agreement and no action taken by the parties pursuant to the Agreement shall constitute or be deemed to constitute a partnership, association, joint venture or other co-operative entity between the parties and neither of the parties shall have any authority to bind the others in any way except as provided in the Agreement.

13.11 Notices. 13.1.11 Any notice or other communication given to a party under or in connection with the Agreement shall be in writing, addressed to the relevant party's Nominated Representative at the address of the party specified in sign-up form for the Service Pack, and shall be: (i) delivered personally or sent by pre-paid first class post or other next Business day delivery service; or (ii) sent by email to the email address specified in the sign up form for the Service Pack, or as notified to Hopprfy in writing. Any notice or other communication shall be deemed to have been received: (i) if delivered personally, when left at the address of the party specified in the sign up form for the Service Pack, or as notified to Hopprfy in writing, or if sent by pre-paid first class post or other next Business day delivery service, at 09.00am on the second Business Day after posting; and (iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm on a Business Day.

13.1.12 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

13.12 Set Off. Hopprfy may set off any amount owed by the Vendor to Hopprfy or its Affiliates against any amount due to the Vendor (including the Vendor Payment) under the Agreement or any other agreement between the Vendor and Hopprfy or any of its Affiliates.

13.13 Counterparts. The Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute one agreement.

13.14 Governing law. The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales

13.15 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.

Schedule 1: Definitions

1. Interpretation: 1.1. In the Agreement a reference to writing or written includes email. 1.2 In the Agreement, the following capitalised terms have the following meanings: 1.2.1 “Agreement” means these Terms and the relevant Service Pack. 1.2.2 “Additional Services” means any additional services that the parties agree that Hopprfy will provide to the Vendor. 1.2.3 “Applicable Law” means all applicable laws, statutes and regulations from time to time in force in any applicable jurisdiction, and any applicable requirement of any person who has regulatory authority that has the force of law. 1.2.4 “Anti-Bribery Law” means all Applicable Laws, codes and sanctions relating to the prevention, prohibition or outlawing of bribery, money laundering, or similar and illegal activities, in the Territory or any other jurisdiction relevant to the performance of the Services; 1.2.5 “Anti-Slavery Law” means all Applicable Laws, codes and sanctions relating to the prevention, prohibition and/or outlawing of Slavery in the Territory or any other jurisdiction relevant to the performance of the Agreement. 1.2.6 “Business Day” means a day other than a Saturday, Sunday or public holiday in the United Kingdom, when banks in London are open for business. 1.2.7 “Commencement Date” means the date this Agreement is accepted by the Vendor completing the sign-up process. 1.2.8 “Complaints Matrix” means the complaints matrix provided or made available by Hopprfy to the Vendor from time to time. 1.2.9 “Control” has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly. 1.2.10 “Customer” means a user of the Platform. 1.2.11 “Customer Support Services” means the support services provided by Hopprfy to the Customer to deal with complaints or enquiries in relation to Orders. 1.2.12 “Hopprfy” means Hopprfy, or, if Hopprfy is not the signatory to the relevant Service Pack, the relevant Hopprfy Affiliate that is the signatory to that Service Pack. 1.2.13 “Hopprfy IPRs” means: (a) all Intellectual Property Rights owned or controlled by Hopprfy prior to the Commencement Date, including all Intellectual Property Rights relating to the Platform; and (b) all Intellectual Property Rights created after the Commencement Date by or on behalf of Hopprfy in connection with or for the purpose of the performance of its obligations under the Agreement, and all developments, enhancements and derivatives of those Intellectual Property Rights. 1.2.14 “Hopprfy Policies” means Hopprfy’s equipment policy, photography policy, branding policy, anti-bribery and anti-slavery policies, and any other policies with which Hopprfy requires the Vendor to comply, as Hopprfy may update and supplement from time to time on written notice. 1.2.15 “Hopprfy Service Levels” means the service levels applicable to Hopprfy as set out in the relevant Service Pack. 1.2.16 “Equipment” means the touch screen terminal and thermal printer supplied by Hopprfy to the Vendor for the purposes of accepting and labelling Orders (excluding the Software). 1.2.17 “Fees” means the fees payable to Hopprfy as set out in the Service Pack. 1.2.18 “Force Majeure Event” means any cause beyond the reasonable control of that party including but not limited to internet and online system failure, power failure, fire, flood, storms, earthquakes, acts of terrorism, acts of war, acts of God, acts of government authority, strikes or other labour disturbances. 1.2.19 “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered. 1.2.20 “Losses” means actions, proceedings, losses, damages, liabilities, claims, demands, judgments (however obtained), costs, expenses, and any other diminution in value of any description, including fines, interest, penalties, clean-up costs, legal and other professional fees incurred in connection with investigating or defending any claim, action, demand or proceedings. 1.2.21 “Menu Items” means items displayed on the Platform on behalf of the Vendor which may be ordered by a Customer. 1.2.22 “Nominated Representative” means the nominated representative of each party set out in the sign-up process, or as notified to Hopprfy in writing. 1.2.23 “Opening Hours” means the times and days during which the Vendor may accept or reject Orders. 1.2.24 “Order” means an order placed by a Customer for Menu Items via the Platform. 1.2.25 “Parties” or “parties” means the parties to the Service Pack (and “party” shall be construed accordingly). 1.2.26 “Platform” means any Hopprfy affiliated websites, ordering platforms and mobile applications as Hopprfy may make available in the Territory from time to time. 1.2.27 “Rating” means the average feedback rating given by Customers for the Vendor on the Platform. 1.2.28 “Related Body Corporate” has the meaning given to it in the Corporation Act. 1.2.29 “Relationship Manager” means the person of appropriate seniority for the relationship of the parties nominated as the first escalation point for a Dispute pursuant to clause 13.5(a)(ii). 1.2.30 “Vendor IPRs” means all Intellectual Property Rights owned or controlled by the Vendor prior to the Commencement Date. 1.2.31 “Vendor Payment” has the meaning given to it in the Service Pack. 1.2.32 “Vendor Service Levels” means the service levels applicable to the Vendor as set out in the relevant Service Pack. 1.2.33 “Hopprfy” means Hoppr.io Ltd, having its registered office at 22 Horton Avenue, NW2 2SA, with company number 12026744. 1.2.34 “Service Pack” means a service pack which describes specific services which may be provided by Hopprfy, any applicable Service Levels and any special terms and conditions relating to, and the pricing for, the Services. 1.2.35 “Services” means the services to be provided by Hopprfy to the Vendor as specified in the Service Pack; 1.2.36 “Set-Up Fee” shall be the figure agreed by the Vendor in the sign-up process. Hopprfy may set off this payment against the Vendor Payment. 1.2.37 “Site” means each Vendor location provided by the Vendor to Hopprfy on the sign-up form completed by the Vendor, as amended by agreement of the parties from time to time. 1.2.38 “Slavery” means all forms of modern slavery, human trafficking, force labour, child labour, involuntary servitude and debt bondage. 1.2.39 “Software” means the software installed on the Equipment (of whatever version or format), as supplemented and updated from time to time, including the source code and all Intellectual Property Rights therein. 1.2.40 “Target Delivery Time” means the Order arrival time displayed to the Customer on the Platform. 1.2.41 “Term” means the period from the Commencement Date until the termination or expiry of the Agreement. 1.2.42 “Terms” means these terms and conditions, including the Schedules to them. 1.2.43“Territory” means United Kingdom.

Schedule 2: Data Protection

1. Defined terms

1.1 In this Schedule: Controller”, “Processor”, “Data Subject”, “international organisation”, “Personal Data” and “processing” all have the meanings given to them in DP Laws (and related terms like “process” shall have corresponding meanings). “Complaint” means a complaint or request relating to the obligations of either party under DP Laws that is relevant to the Protected Data, including any compensation claim from a Data Subject or any notice, investigation or other action from a regulator or Supervisory Authority. “Data Subject Request” means a request made by a Data Subject to exercise any of their rights under DP Laws. “DPIA” means a data protection impact assessment, as described in DP Laws. “DP Laws” means any law, enactment, regulation, regulatory policy, by law, ordinance or subordinate legislation relating to the processing, privacy, and use of Personal Data, that applies to the Vendor, Hopprfy and/or the Services, including: 1.1.1.1 any laws or regulations implementing EU Directives 95/46/EC (Data Protection Directive) or 2002/58/EC (ePrivacy Directive); 1.1.1.2 the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) and all relevant Member State laws giving effect to or corresponding with the GDPR; 1.1.1.3 any judicial or administrative interpretation of any of the above, and any guidance, guidelines, codes of practice, approved codes of conduct or approved certification mechanisms issued by any relevant Supervisory Authority, in each case, as in force and applicable. “DP Losses” means all liabilities, including: (a) costs (including legal costs), claims, demands, actions, settlements, charges, procedures, expenses, losses and damages; and (b) to the extent permitted by Applicable Law: (i) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a Supervisory Authority or any other relevant regulatory authority; (ii) compensation to a Data Subject ordered by a Supervisory Authority, court or other tribunal of competent jurisdiction; and (iii) the costs of compliance with investigations by a Supervisory Authority or any other relevant regulatory authority. “Personal Data Breach” means a breach of security or other action or inaction leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Protected Data. “Protected Data” means Personal Data received from or on behalf of the Customer for the purposes of placing an Order. “Sub-Processor” means another Processor used by either party for processing activities in relation to the Protected Data. “Supervisory Authority” means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering DP Laws.

2. Operation

2.1 Hopprfy shall provide through the Equipment to the Vendor: 2.1.1 sufficient details of the Customer’s Order to allow the Vendor to process and fulfil the Order; 2.1.2 details of any allergy information provided to it by the Customer in connection with the Order (“Allergy Info”); and 2.1.3 customer name and delivery location details, where it is necessary to generate a label to be affixed to the Order, (together, the “Order Info”).

2.2 The Vendor shall: 2.2.1 make a record of any Allergy Info provided against the relevant Order number (not the Customer name); 2.2.2 not attempt to access or use any Order Info more than 48 hours after the Order was placed (or permit any other person to do so); and 2.2.3 not otherwise process the Order Info for any purpose other than fulfilment of the Order, and in particular shall not copy or record for its own purposes any Protected Data.

2.3 If the Vendor reasonably requires access to the Protected Data following the date of this Agreement for lawful purposes to: 2.3.1 deal with a Customer complaint; or 2.3.2 respond to a Data Subject Request,

(together, the “Agreed Purpose”), then Hopprfy shall, upon written request, provide Vendor with access to the Protected Data to the extent required for the Agreed Purpose.

Data processing obligations

3.1 The parties acknowledge and agree that, in respect of the Protected Data, each party is an independent controller in common (and not a joint controller). 3.2 Each party shall comply with DP Laws and its obligations under this Agreement in connection with the processing of Protected Data. The Vendor shall only use Protected Data for the purpose of processing fulfilling the Order in accordance with paragraph 2 or for the Agreed Purpose. 3.3 Applicable DP Laws may in the future change, or be scheduled to change, in a way that either party considers this Agreement is no longer adequate for the purpose of the data sharing arrangements envisaged hereunder. In such circumstances, upon request by either party, the parties (acting reasonably and in good faith) shall promptly meet to discuss, agree and document appropriate changes to the Agreement. 3.4 Each party may deal at its discretion with all Data Subject Requests and Complaints that it receives directly from a Data Subject or the person making the Complaint. The Vendor shall notify Hopprfy of Data Subject Requests within 3 days of receipt by the Vendor of such Data Subject Requests. 3.5 Each party agrees to provide reasonable and prompt assistance to the other party as necessary to enable the other party to comply with Data Subject Requests and/or to respond to any other queries or Complaints received from Data Subjects or Supervisory Authorities and, in each case, related to the Protected Data. 3.6 In respect of any Personal Data Breach (actual or suspected) related to the Protected Data, the Vendor shall notify Hopprfy of the breach without undue delay (but no later than 24 hours after becoming aware of the Personal Data Breach) and provide Hopprfy without undue delay (wherever possible, within 24 hours of becoming aware of the breach) with all details relating to the breach as Hopprfy reasonably requires. 3.7 To the extent permitted by Applicable Law, neither party shall: 3.7.1 notify a Supervisory Authority or Data Subject of any Protected Data Breach; or 3.7.2 issue any public statement about or otherwise notify any Data Subject of any Protected Data Breach, without first consulting with, and obtaining the consent of, the other party, such consent not to be unreasonably withheld or delayed. 3.8 The Vendor shall not retain or process any Protected Data for longer than is necessary in connection with carrying out the Agreed Purpose, or, if longer, to adhere to its binding requirements under Applicable Law.

3.9 The Vendor shall without undue delay, and at Hopprfy’s written request, either permanently and securely delete or securely provide all of the Protected Data to Hopprfy once processing by the Vendor of the Protected Data is no longer required for a specific Agreed Purpose. This requirement shall not apply to the extent retention and storage of any data is required for the Vendor's own legitimate record keeping purposes or by Applicable Law (in which case the Vendor shall ensure that such retention and storage is in compliance with DP Laws). 3.10 Each party (the “Indemnifying Party”) shall indemnify and keep indemnified the other party (the “Indemnified Party”) in respect of all DP Losses suffered or incurred by the Indemnified Party, arising from or in connection with any breach by the Indemnifying Party or any of its Data Processors and sub-Processors of its obligations under this Schedule. 3.11 Each party shall provide reasonable assistance, information and cooperation in connection with the Protected Data to the other party to assist the other party to ensure compliance with its obligations under DP Laws.

Get the latest from Hopprfy

Address

  • SUPPORT HELPLINE - 07955 136 159

  • 22 Horton Avenue, London, NW2 2SA