Leolly Partner Terms

Last updated: 30 August 2021

These terms

These terms apply to your (You/Your) access to and use of the Service on Leolly.com (the Platform). This service is provided by Leolly (Us/We )(company number 13139676) for the Vendor (You/Your).

By clicking “Accept” or by accepting an Order on the Platform you confirm that:

· You have authority to do so and to bind the person or company you are accepting for.

· You accept our offer to provide the Service on these terms.

· You agree to and will comply in full with these terms.

· Your satisfactory completion of certain checks (including ID and food hygiene rating checks) required by Leolly from time to time is a condition of this contract coming into effect.

This forms a contract between you and Leolly, which commences on the later of the date of your acceptance and the date on which you have completed Leolly’s onboarding checks from time to time to Leolly’s satisfaction. You should save a copy of these terms for your records. We may make changes to these terms, so check back here from time to time. We’ll notify you of material changes before they happen. If you access or use the Terms after being notified of a change, you’re deemed to have accepted that change.

If you have questions about these terms or our Service contact hello@Leolly.com.

If we need to contact you, we’ll do so via the email address you have provided to us.

What are the Leolly Partner Terms

Through its Service, Leolly will provide you with a real-time ordering process that enables customers to place orders with you for delivery, collection or in-house fulfilment on the Platform in the UK. We may agree to amend the Sites from time to time. Leolly will also provide Customer Support Services to coordinate customer disputes with your orders, but you (the Partner) will be responsible for amending such disputes. Partners will also be the first line of contact with the customer if there is a dispute – see more on this below.

By signing up to the Service, you authorise Leolly to act as your agent to solicit, promote and to collect customer payments owed to you in respect of those orders. Customer payments made in respect of orders placed with you through the Service will be held by Leolly on your behalf; payment to Leolly settles the customer’s payment obligation to you for these orders.

Onboarding

What we will do

We will allow you to apply to become a Partner by doing so on Leolly.com/partners, and we will be in contact to onboard you to the Service.

· If you are new to Leolly, when you accept these terms we will onboard you onto our Platform (including, if applicable, providing the equipment to you – see below). You agree that we may subcontract part of the onboarding process.

· We will, subject to our rights to suspend your use of Service under these terms, display your site/s and menu items on the Platform as available for Orders.

· We will facilitate and implement a real-time ordering process which will enable customers to place and pay for Orders on the Platform.

· We will provide standard support services for customers to deal with complaints or enquiries relating to and order. We will only be involved reactively if contacted.

What you must do

You must:

· Provide all information, materials and assistance reasonably required by Leolly to onboard you to the Platform or launch the Service for you. You must ensure that the information you provide to Leolly and customers in or in respect of your use of the Service is complete and accurate in all material respects.

· Ensure you have all the relevant Business Policies in place, such as a Refund or Returns Policy. These will be accessible to the public from your Vendor profile.

· If you handle food or drink, you must comply with standard food hygiene policies and work with the Food Standards Agency.

· If you are new to the Platform and using our onboarding service (where we help you upload your products), provide us with accurate descriptions of menu items to be offered in the Service (including any relevant allergen advice and applicable VAT amounts).

You agree that

(a) We may make limited and reasonable edits to menu item descriptions from time to time (including where legally required); and

(b) To ensure a great customer experience the prices for the menu items you provide for display on the Platform should be the same as the prices for menu items published in your dine-in or in-store menu.

Use of the Service for Food & Drink

· Keep your store & menu up to date by making your own changes through Menu Manager. If you require our assistance, you must give us at least three days’ notice of changes you require us to make for you.

· Ensure that all relevant menu items are available to be ordered by a customer in a Order during your opening hours, and accept and reject Service orders as appropriate. Each Order must meet the applicable minimum Order value from time to time – if it doesn’t, Leolly may charge customers an additional fee.

· Ensure that Orders are prepared using all due skill, care and diligence in line with best practice in your industry.

· Ensure that all Orders are packaged in a way that avoids tampering, minimises spillages, and maintains the order at an appropriate temperature.

· Prepare Delivery Orders promptly, accurately and in accordance with the timescales communicated via the Platform. In particular, you must ensure that 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) if edible or for consumption, have been properly cooked or prepared and are otherwise safe, fit for transportation and consumption and palatable;

(d) are safely, securely and appropriately packaged at all times (including as reasonably required to withstand delivery); and

(e) are at an appropriate temperature for the customer.

· Take account of any information relating to customer allergies provided with the Order.

· If using our Delivery Riders, ensure that Orders are available for collection by our Riders in a timely manner.

· Ensure that the order number on the Order packaging corresponds with the order number provided by Leolly before the Order is handed over to the relevant Rider.

· Provide each customer with an official receipt for their Order (and a VAT receipt, if applicable) if requested.

Service Standards

· Use reasonable endeavours to reject less than 1% of Orders received through the Platform.

· Use reasonable endeavours to ensure that Orders are available for collection at the time communicated on the Platform, for customers and riders. If using Leolly Delivery Riders, to keep Riders waiting for Delivery Orders for no longer than five minutes.

· Use reasonable endeavours to ensure that no more than 1% of Orders contain errors.

· You should be available for orders for 98% of your opening hours on the Platform.

General Requirements

· Ensure You have a shop policy in place to cover common business elements such as Returns and Refunds. Customers will be abiding you your terms and conditions.

· Comply with all applicable laws and licensing, registration and approvals requirements at all times, and any and all Leolly policies made available to you from time to time.

· Without prejudice to your general obligation above, you warrant that you have not and will not do anything that breaches any applicable code and/or sanction relating to the prevention or prohibition of bribery, money laundering and similar activities. You must immediately notify Leolly if you become aware of any breach of this clause.

· Without prejudice to your general obligation above, you shall comply, and procure that all of your employees, contractors, agents and representatives comply, with applicable anti-slavery laws, as relevant to your use of Service and your fulfilment of Delivery Orders. You must use reasonable endeavours on a continuing basis to ensure that no form of slavery is takes place in your supply chains.

· Cooperate with Leolly and provide, in a timely manner, such assistance and information as Leolly may reasonably require.

Payment Terms

Leolly safely secures the money from the orders You receive through the platform within the Stripe platform. Information on the Stripe terms & conditions can be found here.

As part of the Leolly payment terms, we transfer Your funds across to you every 14 days, minus any service fee charges.

Business Policies

Leolly requires that You have a business policy in place to cover all general business practices, including a Returns Policy.

Fulfilment Agreement

Delivery

Once you Accept an Order, you (the Partner) will be responsible for delivering your Orders, unless in a specific pre-agreed partnership with Leolly Delivery Service. You will receive orders, and upon accepting Orders, will fulfil orders as per the agreement and information provided by the customer.

Delivery Fees

You (the Partner) will set your own Delivery Fee rates. Your use of the Service is subject to our applicable service fee from time to time if we have service charges to cover. Our service fee is calculated as a percentage of GMV (inclusive of VAT) per order, plus VAT at the prevailing rate (Service Fee).

We will pay you an amount equal to your specified Delivery Fee during the relevant payment period, less the Service Fee, less any relevant adjustments for refunds paid to customers during the relevant payment period.

You will receive payments from us in accordance with our payment terms. We’ll make this payment by electronic bank transfer to the bank account you have nominated. You must cooperate with us so that we can comply with our VAT accounting obligations.

Collection Fulfilment

Once you Accept an Order, you (the Partner) will be responsible for fulfilling items ordered by using the ‘collection’ Service. Upon accepting an Order, you will fulfil Orders as per the agreement and information provided by the customer.

In-house Fulfilment

Once you Accept an Order, you (the Partner) will be responsible for fulfilling items ordered by using the ‘in-house’ Service. Upon accepting an Order, you will fulfil Orders as per the agreement and information provided by the customer.

Equipment

Leolly does not (yet) supply equipment. You will need a tablet (or laptop, smartphone) to use the system. If you want to print out your orders, you will also need a printer to do so.

We will make software available to you to use on the equipment so that you can use the Service. This software constitutes Leolly IP (see below) and it remains our property at all times. You must promptly implement any patches, updates, upgrades and/or new versions of such software that we release from time to time.

Intellectual property

All rights, title and interest in and to Restaurant Hub, any software we provide for your use and any other materials we provide to you under or in connection with these terms are and shall at all times remain Leolly’s intellectual property (Leolly IP). We grant you a limited, non-exclusive, non-transferrable, non-sublicensable, revocable licence to use the Leolly IP in the country you operate in during the Term for the sole purpose of using the Service.

You must not (and shall not permit any third party to):

· copy, adapt, reverse engineer, decompile, modify or make error corrections to any Leolly IP other than with our express prior written consent;

· breach, disable, tamper with, or develop or use any workaround for any security measure in any Leolly IP or otherwise do anything that disrupts any Leolly IP, Leolly or any person.

Leolly grants you a non-exclusive, royalty-free, non-sublicensable, non-transferable licence to use Leolly branding, which includes the “Leolly” logo, name and/or website address for the Term in the country you operate in to allow you to advertise the Service at your sites. You must comply with any Leolly policy issued from time to time.

You grant us and our affiliates a non-exclusive, royalty-free licence to use your branding which includes your logos, name and website address(es) for the Term in the country you operate in. You warrant and undertake that your branding does not and will not infringe any third party intellectual property rights. We can use your branding on the Platform, for marketing purposes and as reasonably necessary to provide Service.

Except for these limited licences:

· Leolly retains ownership of and all rights in and to Leolly branding; and

· You retain ownership of and all rights in and to your branding.

We may collect data about your use of the Service. By using the Service you agree to us collecting and using this information. We may use this information for various purposes, including to improve, maintain, protect and develop our products, and to provide Services to you.

Suspension and termination

We may suspend your use of the Platform on giving you notice if we know or suspect you have breached these terms, or if we otherwise consider suspension reasonably necessary taking account of all relevant circumstances.

We will give you the reasons for the suspension where permitted by law. We will maintain the suspension until you have remedied the breach to our reasonable satisfaction or we no longer consider the suspension necessary in the circumstances.

These terms take effect on acceptance (see above) and continue until terminated by either party giving 30 days’ written notice to the other. If permitted by law and where we consider immediate termination necessary in the circumstances, we may give you written notice to terminate these terms with immediate effect.

Legal terms

SAVE AS SET OUT BELOW, WE EXCLUDE ALL LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW. WE HAVE NO LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT OR SPECIAL DAMAGES OF ANY KIND OR FOR LOSS OF PROFITS, REVENUE OR BUSINESS ARISING OUT OF OR RELATING TO SERVICE, ORDERS PLACED BY CUSTOMERS USING SERVICE OR THESE TERMS.

Leolly will be responsible for customer claims that a Order has been spilled or crushed in the course of the Leolly Services or that it is not an appropriate temperature for consumption on delivery where the Leolly Services took more than 20 minutes (except where the Order wasn’t packaged in accordance with these terms).

Customers may be eligible for compensation in respect of a Leolly Delivery Order. Leolly will determine this in accordance with its Complaints Matrix from time to time. Refunds for which you are responsible under our Complaints Matrix will be deducted from our payment to you.

SERVICE IS OTHERWISE PROVIDED AS-IS. WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO SERVICE INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON INFRINGEMENT OF THIRD-PARTY RIGHTS.

Each party shall not at any time during this agreement and for a period of two years after termination of this agreement, use or disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as necessary to perform its obligations or exercise its rights under these terms. A party may disclose the other’s confidential information if required by law, provided it notifies the other in advance where permitted.

These terms are the entire agreement between us in relation to the Service. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation based on any statement in these terms.

A delay in enforcing these terms is not a waiver. If part of these terms is found to be illegal or unenforceable, the rest of the terms remain in force. These terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999. Neither of us will be in breach of these terms or liable for delay in performing, or failure to perform, any of its obligations under these terms if the delay or failure results from events, circumstances or causes beyond our reasonable control.

These terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction in respect of any dispute or claim arising out of or in connection with these terms. If you wish to raise a dispute in connection with these terms you may do so in connection with our Support Policy.

Data protection

We will each comply with the following with respect to data protection.

1. DEFINED TERMS

Controller, Data Subject, Personal Data and processing all have the meanings given to them in DP Laws (and related terms like process have corresponding meanings).

Complaint a notice, complaint or request relating to the obligations of either party under DP Laws that is relevant to the Protected Data.

Data Subject Request a Data Subject’s request to exercise their rights under DP Laws.

DP Laws 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 Partner, Leolly and/or the Service, including (a) any laws or regulations implementing EU Directives 95/46/EC (Data Protection Directive) or 2002/58/EC (ePrivacy Directive); and (b) the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) and all relevant Member State laws giving effect to or corresponding with the GDPR, in each case, as in force and applicable.

Protected Data Personal Data received from or on behalf of the Customer for the purposes of placing a Service order.

Supervisory Authority 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. USE OF PROTECTED DATA

We will give you the details of the customer’s Service order to allow you to process and fulfil it (Order Info). You must not access or use any Order Info for any purpose other than the fulfilment of the Service order to which it relates in accordance with these terms.

We will also provide access to Protected Data at your request if you reasonably require access to deal with a customer Complaint or respond to a Data Subject Request.

3. PROTECTED DATA OBLIGATIONS

The parties acknowledge and agree that, in respect of the Protected Data, each party is an independent controller. Each party shall comply with DP Laws and its obligations under these terms in connection with the access to and use of Protected Data.

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.

Each party agrees to provide reasonable and prompt assistance to the other party as necessary to assist the other party to ensure compliance with its obligations under DP Laws and enable the other party to comply with Data Subject Requests and/or respond to other queries or Complaints received from Data Subjects or Supervisory Authorities, in each case related to the Protected Data.

To the extent permitted by law, you must not issue any public statement or notification about Protected Data without first obtaining Leolly’s consent.