TERMS & CONDITIONS
THIS AGREEMENT sets out in Part 1 and 2 the terms and conditions applicable to the Restaurant/Takeaway's use of TT proprietary website for the receipt, preparation, and delivery of orders by customers for goods from the Restaurant/Takeaway, and has been concluded as of the date at the end of this document (the "Agreement").
PART 1. OVERVIEW OF KEY TERMS
- TT Provision, Installation Fee: £50 If printer is required
- TT will charge the Restaurant/Takeaway:
- a 10% commission per Order (charged on Gross Order Value) + VAT
- a £0.20 + 3.4% admin charge per Order paid for online + VAT
- "Gross Order Value" means:
- the total amount charged by the Restaurant/Takeaway to the Customer for an Order, including the value of the goods plus the Restaurant/Takeaway’s delivery charges (if any) plus the Customer Admin Charge (if any) plus applicable taxes
- Charges by Restaurant/Takeaway to Customer (“Customer Admin Charge”)
- TT will, on behalf of the Restaurant/Takeaway, charge the Customer:
- a £0.50 admin charge per Order paid for online
- This Agreement is valid from signature for an initial period of 12 months
PART 2. GENERAL TERMS AND CONDITIONS
TT, primarily via its website www.tastytakeaways.co.uk or its affiliated websites, applications, and platforms the Website will enable customers to place Orders for takeaway food and drinks from the Restaurant/Takeaway, for delivery by, or collection at, the Restaurant/Takeaway (the "Service") on the terms and conditions set out in this Agreement.
In consideration of the mutual covenants contained in this Agreement, the parties agree to comply with their respective obligations set out herein.
Payment: The Restaurant/Takeaway agrees to pay TT the "Installation & Connection Fee" indicated in Part 1 of this Agreement, of which:
the Restaurant/Takeaway has paid or will pay the "installation fee" indicated in Part 1; and
Delivery and Installation: Delivery and installation of the printer will take place at a mutually agreed time between TT and the Restaurant/Takeaway, and will only be carried out after payment in full of the installation has been made by the Restaurant/Takeaway.
Profile set-up: TT having received payment in full of the installation fee in cleared funds, and (ii) TT having received all the information that it shall reasonably request from the Restaurant/Takeaway (including in relation to the Restaurant/Takeaway's name, logo, address, contact information and menu (the "Website profile") in complete and correct form, TT undertakes to set up the Restaurant/Takeaway's Website Profile on the Website.
Execution of Orders: The Restaurant/Takeaway undertakes to receive, process, prepare and deliver the customers' orders placed via the Website and received from TT by means of any of the printer, phone, or email ("Orders") using the best care, skill, and diligence, and in accordance with best practice in the Restaurant/Takeaway's industry, profession, or trade. Food prepared, processed, and delivered must correspond to what is stated in the Order, and must consider any customer comments submitted with the Orders including without limitation in relation to customer allergies.
Payment for Orders – Acceptance of Card Orders: The Restaurant/Takeaway agrees that it will always allow customers the option to pay for Orders using either a credit or debit card ("Card Orders") or cash.
Payment for Orders – Card-only Orders: If, at any time after the first 120 days of the term of this Agreement, the aggregate Gross Order Value of Card Orders is not more than the aggregate value of any debts owing by the Restaurant/Takeaway to TT (including for the avoidance of doubt any debts relating to Restaurant/Takeaway Charges for Cash Orders), the Restaurant/Takeaway agrees that TT may at its discretion process Card Orders only on behalf of the Restaurant/Takeaway until all such debts are cleared.
Delivery of Orders – Order Number: When the Restaurant/Takeaway delivers the Order, the Restaurant/Takeaway must check that the Order number given by the customer corresponds with the Order number received by the Restaurant/Takeaway from TT.
Delivery of Orders – Customer ID: Where an Order is a Card Order, on delivery of the Order the Restaurant/Takeaway must request proof of identification from the customer in the form of the signed card used to place the Order, and check that the credit or debit card conforms with the receipt data for the Order.
Delivery of Orders – Alcohol etc.: Where an Order contains alcohol, or any other goods which are subject to statutory age restrictions, the Restaurant/Takeaway must request proof of age from the customer (in accordance with applicable laws) on delivery. The Restaurant/Takeaway will take every other precaution necessary to ensure the customer is over the legal age for the purchase of alcohol and to ensure that the delivery occurs within the legal timeframe allowed for sale of alcohol.
Receipts: The Restaurant/Takeaway will provide each customer with an official receipt (and a VAT receipt, if applicable) in respect of an Order, if the customer so requests.
Redelivery and refunds: The Restaurant/Takeaway shall use its best efforts to satisfy any request for a redelivery or refund or proportionate price reduction of any Order made by a customer or TT on behalf of a customer. If such a redelivery, refund or proportionate price reduction is granted by the Restaurant/Takeaway or TT, this shall not affect the Restaurant/Takeaway Charges that are due to TT in relation to the original Order. The calculation of all Restaurant/Takeaway Charges shall therefore be based on the Gross Order Value of the faultless Order.
Restaurant/Takeaway & MENU INFORMATION
Information supplied to TT: The Restaurant/Takeaway undertakes to check that any information contained in its menu (the "Menu") or otherwise provided to TT for inclusion on the Website is at all times accurate and complies with all applicable regulations and laws (including but not limited to consumer information about ingredients which may cause allergic reactions ("Allergen Information") such as nuts), and is up to date.
Allergen Information: The Restaurant/Takeaway must provide and update TT with details of any Allergen Information in relation to the dishes that the Restaurant/Takeaway prepares. It is the Restaurant/Takeaway's sole responsibility to provide this information to TT without delay, and check that the Website contains the correct Allergen Information.
The safety of the customer is paramount. If TT is not satisfied with the commitment of the Restaurant/Takeaway to providing accurate and timely information about ingredients (and in particular, Allergen Information), TT reserves the right to suspend the Restaurant/Takeaway from the Website and/or terminate this Agreement immediately.
Menu prices: The Restaurant/Takeaway agrees that the Menu prices (including any delivery charges) it provides for display on the Website shall be the same as the prices offered in its premises, (whether such prices are on menus used in its premises or otherwise offered) and that it shall not offer a customer any discounts or redeem any coupons which are not also offered via the Website.
Updates & errors: The Restaurant/Takeaway shall be solely responsible for ensuring that the information displayed on the Website is accurate and up to date and corresponds exactly to the information contained in the Menu. The Restaurant/Takeaway shall promptly report to TT any errors in the Menu information or Website Profile displayed on the Website or any changes to the Menu or Website Profile. The Restaurant/Takeaway agrees and acknowledges that if there is any conflict between the information provided on the Website and the information provided by the Restaurant/Takeaway to TT, the information provided on the Website shall prevail.
Changes & costs: TT will update and/or change the contents of the information about the Restaurant/Takeaway displayed on the Website as soon as practicable following receipt of a written request from the Restaurant/Takeaway to correct errors or make minor changes to such information. TT reserves the right to charge an administrative fee to the Restaurant/Takeaway for any changes. In such a case, TT will notify the Restaurant/Takeaway in advance of the change of the amount of administrative fees applicable.
Opening hours: The Restaurant/Takeaway must inform TT of its hours of operation (the "Opening Hours"), and of any changes to such Opening Hours. If the hours of operation are stated on the Menu, TT shall be entitled to treat these as the Opening Hours unless the Restaurant/Takeaway informs TT otherwise.
Offline times during Opening Hours: The Restaurant/Takeaway must remain online and able to accept Orders using the Product always during the Opening Hours, save in case of closures for emergencies or planned closures, the duration of which has been communicated to TT in writing in advance. Where closures are planned, the Restaurant/Takeaway must provide TT with a date from which Opening Hours will return to normal.
Restaurant/Takeaway Charges: TT is entitled to charge the Restaurant/Takeaway the Restaurant/Takeaway Charges set forth in Part 1 of this Agreement, comprising:
a commission at the rate set forth in Part 1 on the total Gross Order Value of each Order placed by a customer using the Service (plus applicable taxes); and
an administrative charge in the amount set forth in Part 1 for each Order that is paid for online (plus applicable taxes).
Gross Order Value: The Gross Order Value is the total amount charged by the Restaurant/Takeaway to the Customer for an Order, including the value of the goods plus the Restaurant/Takeaway's delivery charges (if any) plus the Customer Admin Charge (if any) plus applicable taxes.
Customer Admin Charge: TT will, on behalf of the Restaurant/Takeaway, charge each customer using the Service and who pays for an Order online, a Customer Admin Charge in the amount set forth in Part 1. Where the Customer Admin Charge applies, the Restaurant/Takeaway shall include it in that customer's receipt for goods.
INVOICING & PAYMENT
Statements: Once per month, TT shall provide a statement of outstanding accounts between the Restaurant/Takeaway and TT (a "Statement") relating to the previous monthly period. The Statement will include:
the aggregate Gross Order Value of all Orders for the relevant period, split between Cash Orders and Card Orders;
any sums owed by the Restaurant/Takeaway to TT in relation to Restaurant/Takeaway Charges, the Product, or the Balance (if any) and any other services provided by TT to the Restaurant/Takeaway, in each case for the relevant period;
any balance brought forward from, and any amounts paid or received by TT since the date of, the previous Statement
Invoicing: If any monies are owed by TT to the Restaurant/Takeaway per the Statement, TT will remit that sum to the Restaurant/Takeaway prior to the next Statement.
If the Restaurant/Takeaway owes any monies to TT per the Statement, such sums shall be due on the date of the invoice, and payable by the Restaurant/Takeaway within 7 days. Thereafter TT may charge interest and set off any unpaid amounts.
Card Orders: If a customer pays for an Order by credit or debit card, and the payment is withheld due to faults in the Restaurant/Takeaway's preparation or delivery of the Order, or due to misuse of the card, the Restaurant/Takeaway is not entitled to any payment from TT in relation to such Order.
Disputed Statements: If the Restaurant/Takeaway disagrees with the Statement, the Restaurant/Takeaway must notify TT of its disagreement within 14 days of the delivery of the Statement to the Restaurant/Takeaway, setting out in detail the reasons for the disagreement. If the Restaurant/Takeaway fails to notify TT of any such disagreement within 14 days of the Statement date, the Statement shall be deemed to be accepted by the Restaurant/Takeaway.
Refunds: Payments made for the Product by the Restaurant/Takeaway (including the TT Provision, Installation & Connection Fee, and any other connection fees) are non-refundable.
- Set-off by TT: Where any payments are overdue to TT from the Restaurant/Takeaway, TT may set off the amounts outstanding against:
- any amount otherwise payable to the Restaurant/Takeaway in the next Statement; and/or
- any sums received from Card Orders for the Restaurant/Takeaway, and TT may calculate 1.5% interest per month on any overdue amount as from the relevant payment due date until the earlier of the date that the amount is set-off or the amount is credited to TT's bank account (as the case may be). The Restaurant/Takeaway is liable to TT for any costs reasonably incurred in connection with the settling or recovering of an overdue payment, and may set-off such costs in accordance with this clause.
- Set-off by the Restaurant/Takeaway: The Restaurant/Takeaway is not entitled to withhold any payments by way of set-off against any alleged claim or shortcoming in the Service without TT's prior written consent.
- General: The Restaurant/Takeaway acknowledges and agrees that TT may display on the Website ratings and comments ("Reviews") provided by customers regarding the Restaurant/Takeaway or an Order.
- Removal: TT will only remove those Reviews that TT determines in its sole discretion contain explicit, offensive or derogatory language or otherwise breach TT's review guidelines from time to time. The Restaurant/Takeaway acknowledges that TT is under no obligation (but reserves the right and sole discretion at any time and for any reason) to remove or edit any other Reviews.
- Reviews by Restaurant/Takeaway: The Restaurant/Takeaway agrees that it shall not itself provide or cause any other party to provide any Reviews that are fraudulent or otherwise breach TT's review guidelines.
- Liability: Fully permitted by law, TT assumes no responsibility or liability to the Restaurant/Takeaway for any Reviews.
CONSENTS & COMPLIANCE WITH LAWS
- General: The Restaurant/Takeaway confirms and undertakes that it has obtained and will obtain and maintain any consents, licences, permits, approvals or authorisations ("Consents") of any person that may be required in connection with, and it is not party to and will not enter into any agreement which would be breached by, or under which any default would occur as a result of, signing this Agreement or performing any of its terms or generally running its business.
- Franchises: If the Restaurant/Takeaway's business, name, brand or logo is or becomes subject to any license or franchise arrangements, the Restaurant/Takeaway confirms that it has obtained or will obtain any required Consents from its licensors or franchisors for the use and inclusion on the Website of such business, name, brand or logo, and shall fully indemnify TT for any losses, damages or claims made against or incurred by TT due to any failure to obtain such Consents.
- Loss of Consents: The Restaurant/Takeaway will notify TT in writing immediately if any of the Consents are revoked or suspended, or the Restaurant/Takeaway is otherwise unable to rely on or benefit from any such Consents for any reason.
- Compliance with laws: The Restaurant/Takeaway will comply with all applicable laws and regulations including, without limitation in relation to health and safety, VAT, data protection and food standards, hygiene and information, and will provide reasonable evidence to TT of such compliance upon request.
- Website terms & conditions: The Restaurant/Takeaway shall always comply with the Website terms and conditions (available on the Website, and as amended from time to time), and in particular (but not limited to) compliance with applicable security and data protection provisions when handling customer information or receiving, processing and delivering Orders. The Website terms and conditions are hereby incorporated into this Agreement. In the event of any conflict between this Agreement and any Website terms and conditions, the terms of this Agreement shall prevail.
- Taxes: The Restaurant/Takeaway shall be solely responsible for self-assessing, claiming and remitting all its applicable taxes.
THE TT WEBSITE
- TT intends to make the Website available and functional for 24 hours of the day but is under no obligation to do so.
- TT is entitled to interrupt the access to the Website at any time and without notice in order to maintain and update the Website. In connection, therewith, TT shall use reasonable endeavours to ensure that such interruption is as brief as possible and if possible takes place at a time when the number of Orders is at a minimum.
- TT intends for the Website to comply with relevant and applicable laws and regulations from time to time, including the laws relating to treatment of personal data. Should TT give the Restaurant/Takeaway direct access to making changes on the Website, the Restaurant/Takeaway shall be solely responsible for any such changes and shall fully indemnify TT for any losses, damages or claims made against or incurred by TT due to any act or omission of the Restaurant/Takeaway.
- Restaurant/Takeaway TT Website
- The Restaurant/Takeaway agrees that TT may, but shall not be obliged to, create (from £300 cost to the Restaurant/Takeaway) a website relating to such Restaurant/Takeaway with a domain name of TT's choosing (the "Restaurant/Takeaway TT Website").
- The Restaurant/Takeaway TT Website may: (i) provide a link to the Website and enable customers to place Orders for the Restaurant/Takeaway's products via the Restaurant/Takeaway TT Website; and (ii) reproduce any of the material(s) provided by the Restaurant/Takeaway to TT under this Agreement (including but not limited to the name, Menu and logo).
- TT shall, promptly following receipt of a request from the Restaurant/Takeaway to do so, and may in its sole discretion at any time and for any reason, permanently remove or otherwise disable the Restaurant/Takeaway Website (provided that nothing in this paragraph shall prevent TT from re-using the domain name for such other purposes as it sees fit).
- Restaurant/Takeaway TT Website
- TT may at its sole discretion, upon the Restaurant/Takeaway's request, permit and/or enable the Restaurant/Takeaway to provide a link (the "TT Link") to the Website on the Restaurant/Takeaway's own website (the "Restaurant/Takeaway Own Website").
- The TT Link will: (i) provide a link to the Website and enable customers to place Orders for the Restaurant/Takeaway's products via the Restaurant/Takeaway Own Website; and (ii) include TT's logo (as provided by TT).
- All IPR in the TT Link (including TT's logo) shall always remain the property of TT.
- The Restaurant/Takeaway agrees with TT that it shall, promptly following receipt of a request from TT, and in any event upon termination of this Agreement, permanently remove or otherwise disable the TT Link (including TT's logo) on the Restaurant/Takeaway Own Website.
- Orders through Restaurant/Takeaway websites: For clarity, any orders placed by customers for the Restaurant/Takeaway via the Restaurant/Takeaway TT Website or the TT Link shall be considered "Orders" for the purposes of this Agreement and subject to the Restaurant/Takeaway Charges and the other provisions of this Agreement.
BREACH OF OBLIGATIONS BY THE Restaurant/Takeaway
- If, in TT's sole opinion, the Restaurant/Takeaway is in default of its obligations under this Agreement or otherwise operates in a manner which is harmful to TT's business, goodwill, or reputation, including without limitation by reasons of:
- non-payment or late payment of amounts due from the Restaurant/Takeaway to TT;
- sub-standard customer service (e.g. Restaurant/Takeaway employees being impolite to customers; the Restaurant/Takeaway erring in the preparation or delivery of Orders; the Restaurant/Takeaway making late deliveries of Orders etc.);
- the Restaurant/Takeaway being unable to receive or process Orders due to the Product being switched off, or repeatedly refusing Orders;
- TT receiving allegations or evidence that the Restaurant/Takeaway does not have the necessary Consents for the use and inclusion on the Website of its business, name, brand or logo; then without limiting its other rights or remedies, TT may at any time suspend provision of the Services under this Agreement (including by removing the Restaurant/Takeaway's Website Profile from the Website without notice) or any other services that it provides to the Restaurant/Takeaway under a separate agreement without any liability to TT. The suspension of the Service shall continue until the default or relevant issue has been remedied to the satisfaction of TT (acting reasonably).
TERM, TERMINATION & SURVIVAL OF OBLIGATIONS
- Term: This Agreement comes into force when signed by both parties and has an initial term of 12 months. Thereafter, it will automatically renew for successive 12 month periods unless terminated by any party on 1 month's notice prior to the end of the initial term or any subsequent period, or otherwise in accordance with its terms.
- Termination by TT: Without prejudice to its other rights and remedies, TT may at any time terminate this Agreement immediately by giving written notice to the Restaurant/Takeaway without further liability to the Restaurant/Takeaway.
- Termination by the Restaurant/Takeaway: The Restaurant/Takeaway may terminate this Agreement by one month's prior written notice to TT at any time.
- Effect of termination: Upon termination of this Agreement in accordance with its terms, TT will send the Restaurant/Takeaway a notice confirming the termination of the Service and final payment details, and either a payment for any outstanding monies owing by TT to the Restaurant/Takeaway or a request to pay any outstanding monies owing to TT (as applicable).
- Cached websites’ will use reasonable endeavours to remove or disable the Restaurant/Takeaway's Website Profile and Restaurant/Takeaway TT Website reasonably promptly following termination of this Agreement. However, the Restaurant/Takeaway acknowledges and accepts that cached versions of these sites may continue to exist in the web browsers and web servers of search engines and customers following such termination, and agrees that TT has no control over, and shall not have any liability to the Restaurant/Takeaway (whether based on IPR infringement or otherwise) about, the foregoing.
- Survival of certain rights & obligations: The rights and obligations of the parties under this Agreement which are intended to continue beyond the termination or expiry of this Agreement shall survive the termination or expiry of this Agreement.
LIMITATION OF LIABILITY & INDEMNITY
- General: Nothing in this Agreement shall limit or exclude TT's or the Restaurant/Takeaway’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors; fraud or fraudulent misrepresentation; breach of the terms implied by section 2 of the Supply of Goods and Services act 1982 (title and quiet possession); or any other liability that cannot be limited or excluded under applicable law.
- Exclusion of TT's liability: TT shall not be liable to the Restaurant/Takeaway, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any damages, costs, direct or indirect losses including without limitation loss of profit, or any consequential loss suffered by the Restaurant/Takeaway and arising out of or about this Agreement, including resulting from faults, breakdowns or other interruptions to the Service for any reason.
- Limitation of TT's liability: TT's total liability to the Restaurant/Takeaway in respect of all other losses arising under or in connection with this Agreement howsoever caused (and whether in contract, tort (including negligence), breach of statutory duty, or otherwise, and including losses caused by TT's repudiatory breach or a deliberate breach of the Agreement by TT, its employees, agents or subcontractors) shall never exceed the aggregate amount of Restaurant/Takeaway Charges paid to TT by the Restaurant/Takeaway pursuant to this Agreement in the 12 months prior to the date that the liability arose.
- Indemnity: The Restaurant/Takeaway fully indemnifies TT and will keep TT indemnified against any losses, damages, or claims (and all related costs) made against TT by a customer or any third party about the Restaurant/Takeaway's failure to deliver or imperfect delivery of an Order or the Restaurant/Takeaway's failure to comply with this Agreement and/or any applicable laws, rules, and regulations in force at the relevant time.
- Joinder: The Restaurant/Takeaway shall accept and shall not object to being included by TT in any manner to any third-party notice or otherwise in any proceedings instituted against TT, relating to the Restaurant/Takeaway's acts or omissions about this Agreement.
- TT shall not be liable to the Restaurant/Takeaway because of any delay or failure to perform its obligations under this Agreement because of a Force Majeure Event. A "Force Majeure Event" means an event beyond the reasonable control of TT including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of TT or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, import and export restrictions, faults, breakdowns or other operational interruptions.
- Upon 1 months' prior written notice, TT may amend the terms of this Agreement. The Restaurant/Takeaway shall be notified of such amendments in writing either by fax, email, or post. Unless the Restaurant/Takeaway responds to such notification within 2 calendar weeks objecting to the amendments or terminates this. Such amendments shall thereafter be construed as forming part of this Agreement and accepted by the Restaurant/Takeaway.
- TT shall be entitled to assign all or any of its rights and obligations under this Agreement to any third party.
- The Restaurant/Takeaway may only assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement to a third party with TT's express prior written consent.
- The content of this Agreement and any information concerning the other party is to be treated as confidential and shall not be disclosed during the term of this Agreement or at any time thereafter save as required by law, if TT is entitled to use the Restaurant/Takeaway's name as a reference.
- If any of the terms or conditions of this Agreement are declared wholly or partly invalid, illegal, or unenforceable, the remainder of this Agreement shall remain in full force and effect and any wholly or partly invalid terms or conditions shall be modified to the minimum extent possible to make it valid, legal, and enforceable.
GOVERNING LAW AND JURISDICTION
- Governing law: This Agreement and any dispute or claim arising out or about this Agreement or its subject matter or formation (including any dispute or claim relating to non-contractual obligations) shall be governed by and construed in accordance with English law.
- Jurisdiction: The parties agree to submit any dispute arising in connection with this Agreement to the exclusive jurisdiction of the courts of England and Wales (including any dispute or claim relating to non-contractual obligations)