1. definition and interpretation
Capitalised terms used in the Agreement and not otherwise defined shall have the meanings given to them in Schedule 1 and Schedule 3.
2. term of agreement
2.1 The Term of the Agreement begins on the Go Live Date and continues for the Initial Term, as specified in the signed Partner Agreement. after which the Agreement will continue until terminated by either party in accordance with its terms (the “Term“).
2.2 Unless either Slerp or Partner provide the other with written notice of termination at least sixty (60) days prior to a then current expiration date, these Terms and your subscription to the Platform and your number of current count of Locations (as of the then current expiration date) will renew automatically for successive periods equal to the Initial Term set forth in the associated Agreement. We may increase the commissions and fees applicable to the Platform by up to the greater of five percent, or a percentage equal to the increase in the UK CPI from the Go Live Date to expiration date, as reported by the ONS.
3.1 The Pricing Plan and Applicable Fee(s) are specified in the Partner Agreement.
3.2 Unless otherwise agreed in writing by the Parties, the Pricing Plan will be applicable throughout the Term.
3.3 See Fees and Charges for additional information.
4. grant of licence
4.1 In consideration for payment of the Applicable Fee(s) by the Partner to Slerp, and subject to the Partner’s continued compliance with the Agreement, Slerp hereby grants the Partner a non-exclusive, non-transferable licence to use, for the duration of the Term, the Platform in the Territory in accordance with the Partner Agreement and these Terms and Conditions.
4.2 Slerp may, as is reasonable, update the functionality of the Platform at any time.
5. restrictions of the license
5.1 The Partner hereby agrees and undertakes:
5.1.1 That it has all rights and permission to any content that it provides to Slerp or that is uploaded onto the Platform and agrees to indemnify and hold Slerp harmless from any claim or demand made by any third party in relation to such content.
5.1.2 Not to translate, modify, lease, rent, loan, redistribute, sub-lease, sub-license or create derivative works from the Platform (including, but not limited to the Partner creating software which has materially the same functionality as the Platform);
5.1.3 Not to export, extract, re-utilise or copy any of the information or data sets, or any part thereof, retrieved from the Platform for any purposes whatsoever, except as strictly required for the use as set out at clause 4 above;
5.1.4 To supervise and control the use of the Platform in accordance with the terms of this Agreement or other guidance as may be issued by Slerp;
5.1.5 To ensure that Partner Users are notified of the Agreement and the terms hereof prior to using the same and comply at all times with such terms in all respects;
5.1.6 Not to provide or otherwise make available the Password to any person other than the Partner Users without prior written consent from Slerp;
5.1.7 Not to display the Password on a public bulletin board, file transfer protocol (‘ftp’) site, internet site, chat room, file sharing site, instant messaging service or by any other unauthorised means;
5.1.8 Not to use the Platform for immoral, illegal or for any other purpose which may be determined threatening, abusive, harmful or damaging to the parties’ reputation;
5.1.9 Not to remove copyright notices or other forms of proprietary notice from the Platform or any other materials provided by Slerp;
5.1.10 Immediately on termination or discontinuance of the Licence for whatever reason (whether or not authentication of the Password has, as a result, been revoked by Slerp):
(a) To cease use of the Platform through the a website link to the Platform or otherwise; and
(b) To remove any and all references in any website or any marketing material to the Platform;
5.1.11 Not to pre-fetch, cache, index, copy, re-utilise, extract or store any Slerp Platform Data;
5.1.12 Not to use the Platform to redirect or promote its customers to any other Direct Ordering Platform or any Marketplace Aggregator; and
5.1.13 That where it permits any of its other third party suppliers to interact with the Platform and, where Slerp makes available an API for use by such supplier, it will ensure that each such supplier complies with the terms of this Agreement (where applicable).
6. service support
6.1 Slerp agrees to respond to any reasonable request of the Partner for help in respect of any errors or problems it is experiencing with the Platform. Technical support is available from 9 a.m. to 10 p.m. 7 days per week. Support is available via email or service desk ticketing support via the online Help Centre.
6.2 Slerp reserves the right to require the Partner to make payment of additional charges where Slerp reasonably believes that the number and/or nature of the Partner’s support requests is excessive or beyond the scope of the Platform. Such additional charges shall be notified to the Partner by Slerp in such event and shall apply from the date of such notification.
6.3 Transport and delivery related queries relating to Customer orders are the responsibility of the Partner to undertake directly with the Selected Carrier providers and directly with Customers.
6.4 Payment related queries relating to Customer orders are the responsibility of the Partner to undertake directly with Stripe via the Stripe Payment Account and directly with Customers. Any payment disputes arising from Customers must be handled by the Partner and related Stripe charges that are incurred from such disputes shall be the responsibility of the Partner to pay and manage.
7. payment terms
7.1 The Partner must keep a valid credit card on file with Slerp to pay for all incurred and recurring Applicable Fees. Slerp shall deduct the Applicable Fees from the transactions automatically in accordance with the Pricing Plan. If additional fees are applicable, Slerp is authorised to charge such fees via the Stripe Payment Account or credit card to the Partner.
7.2 Slerp may review and update the Applicable Fee(s) from time to time upon providing the Partner with no less than 30 calendar days’ prior written notice (such notice being a “Fee Notice”). If, prior to the effective date of such Fee Notice, the Partner notifies Slerp in writing that it does not wish to accept the revised Applicable Fee(s), the Agreement shall terminate upon the effective date of the Fee Notice. In all other cases, the Agreement shall continue in full force and effect, with the revised Applicable Fee(s) being applicable from the effective date of the Fee Notice.
7.3 To the extent that any minimum monthly fee (currently £50 per month per location if Slerp commission fees do not reach £50 in a given month) applies to the Partner’s usage of the Platform (a “Minimum Fee”) and the Partner’s usage of a Platform during a given month results in Applicable Fee(s) for such month that are below the applicable Minimum Fee for that Platform, Slerp shall automatically charge the Partner for the Minimum Fee in respect of such month. Slerp will charge Applicable Fees to the credit card account that you authorise and Slerp will continue to charge this card (or any replacement card) for Applicable Fees until this Agreement is terminated or expired, and any and all outstanding fees have been paid in full. Unless otherwise indicated, all fees and other charges are in Great British Pounds, and all payments shall be in Great British Pounds.
7.4 If we are not able to process payment of the Applicable Fees using the Stripe Payment Account or credit card, we will make a second attempt to process payment 3 days later. If the second attempt is not successful, we will make a final attempt 3 days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account. Your Account will be reactivated upon your payment of any outstanding Applicable Fees, plus the Applicable Fees due in your next billing cycle. You will not be able to access your Account during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Slerp reserves the right to terminate your Account and seek payment via third party debt collector services.
8. warranties and liability
8.1 The Platform is provided “as is” without any warranty of any kind either express or implied including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, accuracy, reliability, title, interference with quiet enjoyment and non-infringement. Slerp does not warrant that the Platform nor the Slerp Platform Data will be error-free or down-time free.
8.2 Nothing in the Agreement shall limit the liability of either Party for death or personal injury arising from that Party’s negligence, for fraud or for any other liability which cannot be limited or excluded by applicable law.
8.3 Slerp shall not be liable in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent misrepresentations) or otherwise arising out of or in connection with the Agreement for:
8.3.1 any loss of revenues, profits, contracts, business or anticipated savings;
8.3.2 any loss of goodwill or reputation;
8.3.3 any special, indirect or consequential losses; or
8.3.4 any loss incurred as a result of any actual or attempted delivery by the Selected Carrier or any loss caused by the action or inaction of the Selected Carrier, in any case, whether or not such losses were within the Partner’s contemplation at the date of the Agreement, suffered or incurred by the Partner arising out of or in connection with the Agreement.
8.3.5 any customer abuse of loyalty programmes which are at the control of the Partner.
8.4 Slerp’s maximum aggregate liability in respect of all claims in any 12 month period arising out of or in connection with the Agreement shall be limited to 50% of the Applicable Fee(s) paid to Slerp in such 12 month period.
8.5 The Partner agrees that:
8.5.1 the Partner’s use of the Platform is solely under the Partner’s control. The Partner hereby agrees to indemnify and hold harmless Slerp and its employees, directors, officers and consultants from any and all claims, damages, liabilities, costs and fees (including reasonable legal fees) arising from: (i) the Partner’s use of the Platform; or (ii) the use of the Partner System by any third party or any of the Partner’s end users; and
8.5.2 the Partner is responsible for the Partner System (including interfaces required to access and make use of the Platform).
8.5.3 the Partner is responsible for complying with the terms and conditions of any third party service provider (including Selected Carriers and payment providers (including, If applicable, Stripe)) and Slerp has no responsibility for the service provided by such third parties.
9. data ownership and intellectual property
9.1 The Platform, all other copyright, trademarks and other intellectual property rights subsisting in or used in connection with the Platform (excluding the content provided by the Partner) and the Slerp Platform Data (including but not limited to all images, documentation, content, text, code, calls or other identifiable material relating to the Platform) are and remain, as between the parties, the sole and exclusive property of Slerp, and the Partner acknowledges that no title to any rights is transferred to the Partner. All rights not expressly granted in the Agreement are reserved by Slerp.
9.2 Slerp hereby grants to the Partner:
9.2.1 a non-exclusive, non-transferable, royalty-free licence to access the Slerp Platform Data through the Dashboard to the extent specified in the Slerp Platform Documentation. For the avoidance of doubt, this creates no right for the Partner to extract the Slerp Platform Data from, or use the Slerp Platform Data outside of, the Dashboard; and
9.2.2 a non-exclusive, non-transferable, royalty-free licence to use the Brand Assets for the purpose of complying with its obligations under the Agreement. For the avoidance of doubt, any use of the Brand Assets other than pursuant to clause 5.1 shall be subject to Slerp’s prior written approval.
9.3 The Partner hereby grants to Slerp a non-exclusive, non-transferable, royalty-free licence to use the Partner’s content, name, trade marks, logo and other brand assets for the purposes of providing the Platform and identifying the Partner as a client of Slerp within internal and external promotional materials.
10. data protection
10.1 Partner is a Data Controller in respect of Request Personal Data . Slerp may be a Data Controller in respect of Request Personal Data for certain types of service components set out in Schedule 3, but in all other instances, Slerp shall be a Data Processor.
10.2 The Parties agree that Slerp is the sole Data Controller in respect of any Personal Data that is contained in the Slerp Platform Data and that the Partner shall have access to such data only to the extent set out in the Agreement..
11.1 Slerp may terminate the Agreement immediately by providing written notice to the Partner:
11.1.1 in the event of a change of control of the Partner unless Slerp has given its prior written consent to the Agreement continuing after such change of control; or
11.1.2 where the Partner fails to make payment of the Applicable Fee(s) in accordance with clause 8.
11.2 Either Party may terminate the Agreement immediately by providing written notice to the other Party if either Party suffers an Insolvency Event.
11.3 As per Clause 2, automatic renewal of the Term will apply unless at least sixty days notice is provided ahead of any expiry date.
11.3.1 See Cancellation Fees for terms associated with a termination by Partner during the Initial Term or Renewal Term.
11.4 Slerp may terminate the Agreement at any time if the Partner is found to be in breach of any of the terms of this Agreement. Where the Partner is notified of such termination, the Partner shall comply with the provisions of clause 5.1.10 above.
11.5 Upon termination of the Agreement for any reason:
11.5.1 the Partner’s rights under the Agreement shall cease but the restrictions and obligations set out in clause 5 shall survive termination;
11.5.2 the Partner shall promptly return, delete or destroy (at Slerp’s election) all electronic documentation and other materials associated with the Platform, the Slerp Platform Data and/or containing any of Slerp’s intellectual property; and
11.5.3 the provisions of clauses 9.1, 10.3 and 12, together with those clauses the survival of which is necessary for the interpretation or enforcement of the Agreement, shall survive termination.
11.6 Upon termination of the Agreement for any reason the Partner shall cease use of the Platform and the Partner’s rights under the Agreement shall cease.
11.7 Where any termination right arises on the part of Slerp, Slerp may elect in place of exercising such termination right to suspend the Partner’s access to the Platform. If access is thus suspended, Slerp shall be under no obligation to resume the Partner’s access and, furthermore, Slerp may, notwithstanding such suspension, subsequently exercise such termination right at any time without further notice to the Partner.
12.1 The Platform (including, for the avoidance of doubt and without limitation, each individual component of the Platform), the Slerp Platform Data, the Slerp Platform Documentation and the subject matter of, existence of and all terms (whether non-binding or binding) of the Agreement are confidential to the Parties and their advisers (“Confidential Information”). During the Term of the Agreement and thereafter, each Party undertakes that it will keep confidential and not use or disclose to any person, except to its professional representatives or as may be required by law or any legal or regulatory authority, any Confidential Information or any other information of a confidential nature concerning the business or affairs of the other Party which may have or may in the future come to its knowledge, unless that information is public knowledge or already known to such Party at the time of disclosure, or subsequently becomes public knowledge other than by breach of the Agreement, or subsequently comes lawfully into the possession of such Party from a third party. Each Party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.
13.1 Notwithstanding this Agreement with Slerp, the Partner will not, during the Term, use or enter into any agreement for the provision of direct-to-consumer online ordering with any provider of a Direct Ordering Platform, other than those specified as excluded within the Partner Agreement. Subject to clause 14.2, this clause does not prevent the Partner from entering Into agreements for the provision of services with Marketplace Aggregators or POS providers.
14.1 Notwithstanding any other provision in the Agreement, a person who is not a Party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of the Agreement. Nothing in the Agreement shall affect any right or remedy of a third party which exists or is available apart from that Act.
14.2 The Agreement is the entire agreement between the Parties and it supersedes any prior agreement whether written or oral relating to the subject matter of the Agreement.
14.3 The Agreement, and any disputes arising from or relating to the interpretation thereof (including non-contractual disputes), shall be governed by and construed in accordance with the laws of England and Wales and the Parties hereby submit to the exclusive jurisdiction of the English courts in respect of any dispute or matter arising out of or connected with the Agreement.
14.4 Any amendments to the Agreement must be made in writing and signed by both Parties. For the avoidance of doubt, no modification or variation of the Agreement shall be valid if made by email.
14.5 In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under the Agreement or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.
14.6 The Partner may not, without the prior written consent of Slerp, assign at law or in equity (including by way of charge or declaration of trust), sub-license or deal in any other manner with the Agreement or any rights under the Agreement, or sub-contract any or all of its obligations under the Agreement, or purport to do the same. Any purported assignment in breach of this section shall confer no rights on the purported assignee.
14.7 A party (“Affected Party”) shall not be in breach of the Agreement, or liable for delay in performing, or failure to perform, any of its obligations under the Agreement to the extent that and for so long as such delay or failure results from a Force Majeure Event. In such circumstances, the Affected Party shall be entitled to a reasonable extension of the time for performing such obligations and use its reasonable endeavours to prevent and mitigate the effects of the Force Majeure Event. If the period of delay or non-performance continues for more than 30 calendar days, the other party may terminate the Agreement by written notice to the Affected Party.