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 contract Start Date and continues for the Initial Term, as specified in the Order Form, after which the Agreement will continue until terminated by either party in accordance with its terms (the “Term“).
3.1 The Pricing Plan and Applicable Fee(s) are specified in the Order Form.
3.2 Unless otherwise agreed in writing by the Parties, the Pricing Plan will be applicable throughout the Term.
3.3 If a change in the Pricing Plan is requested by the Partner, fees may apply. 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 Order Form 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 on to 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.
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. Such charges will be summarised via the Statement.
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 fee (currently £50 per month for SaaS fees 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 authorize 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.
7.5 At any time following the end of each calendar month, Slerp shall provide a Statement for the Partner summarising the associated usage for the period to which the statement relates via the Slerp dashboard. Each such statement shall detail the Partner’s usage of the Platform during such month and the corresponding Applicable Fee(s). Statements may be provided to the Partner by Slerp electronically via email. Transactional summaries may be accessible via the SlerpSpace Controls Dashboard.
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.
8.4 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 Either Party may terminate the Agreement at any time following the expiry of the Initial Term without cause on providing the other Party with not less than 90 calendar days’ prior written notice.
11.3.1 See Cancellation Fees for terms associated with a termination by Partner during the Initial 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 delivery services with any provider of a Direct Ordering Platform. Subject to clause 14.2, this clause does not prevent the Partner from entering Into agreements for the provision of services with Marketplace Aggregators.
13.2 In the event the Partner enters Into any agreement for the provision of services by any Marketplace Aggregator, It may elect to place a button or a link to such Market Aggregator(s) on the Partner’s website, app, social media and/or similar interface (“Market Aggregator Link”). If the Partner chooses not to display a Market Aggregator Link, the Commission Fee payable under this Agreement shall be the Discounted Commission Fee. If the Partner wishes to maintain the freedom of displaying a Market Aggregator Link, the Commission Fee payable under this Agreement shall be the Standard Commission Fee.
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.
schedule 1 – definitions and interpretation
In the agreement:
“Account” means the user account which the Partner creates for the purpose of using the Platform.
“Affected Party” has the meaning set out in clause 15.7.
“Agreement” means the Order Form, and the Terms and Conditions (including the schedules and annexes thereto).
“Alternative Payment Account” means an account with such other provider as is agreed between Slerp and the Partner, as set out in the Order Form.
“Applicable Fees” means, as relevant depending on the Platform, the Store Fee, the applicable Commission Fee, courier rebooking fee and/or the Payment Fee.
“Brand Assets” means Slerp’s logo, content and trademarks provided by Slerp to the Partner.
“Confidential Information”has the meaning set out in clause 13.1.
“Customer” means a customer of the Partner who submits an Order Request.
“Dashboard” means the web-based dashboard made available by Slerp to the Partner for the purpose of providing information as set out in the Slerp Platform Documentation, accessible via the URL provided by Slerp to the Partner from time to time.
“Data Controller” has the meaning given to it in Schedule 2 (Handling of Request Personal Data).
“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder), all guidelines, codes of practice, directions and decisions of the Information Commissioner from time to time in respect thereof.
“Delivery Acceptance” means a notification that the Selected Carrier agrees to fulfil the Delivery Request.
“Delivery Request” means a request for the products in the Order Request to be delivered to a specified address; such a request to include such information as is required by the Slerp Platform Documentation.
“Delivery Unavailable Notice” means a notification that the Selected Carrier does not agree to fulfil the Delivery Request.
“Direct Ordering Platform” means a third party checkout solution that Is Integrated Into a food or beverage provider’s website, app, social media and/or similar interface for the benefit of that provider’s customers, e.g. the Platform.
“Discounted Commission” means the % of commission as set out in the Pricing Plan.
“Fee Notice” has the meaning set out in clause 8.4.
“Force Majeure Event” means any cause affecting the performance by a Party of its obligations under the Agreement arising from acts, events, omissions or non-events beyond its reasonable control, including acts of God, riots, war or armed conflict, acts of terrorism, acts of government, local government or regulatory bodies, fire, flood, storm or earthquake, or disaster.
“Go-Live Date” means the date from which the Parties agree to launch, or, when the Platform becomes operational for end-customers.
“Initial Term” has the meaning set out in clause 2.1.
“Insolvency Event” occurs if a Party: (a) becomes unable to pay its debts; (b) enters into liquidation (except for the purposes of a solvent amalgamation or reconstruction); (c) makes an arrangement with its creditors; (d) has a receiver, administrator or administrative receiver appointed over all or any of its assets; (e) ceases or threatens to cease trading or is dissolved; or (f) is subject to any procedure equivalent to any of the preceding matters in any other jurisdiction;
“Licence” means the licence granted by Slerp to the Partner pursuant to clause 4.
“Marketplace Aggregator” means the operator of a third party independent platform which aggregates numerous food and beverage offerings for the aggregator’s customers to purchase, e.g. Deliveroo, UberEats, Just Eat.
“Market Aggregator Link” has the meaning set out in clause 14.2.
“Partner” means the entity identified as the Partner in the Order Form.
“Partner System” means the Partner’s Infrastructure Including but not limited to Its website, social media channels, promotions and any other customer facing channels.
“Partner Users” means the Partner and its individual employees or contractors engaged in the use of the Platform.
“Minimum Fee” has the meaning set out in clause 8.1.
“Order Acceptance” means a notification that the Partner accepts an Order Request; such notification to include such information as is required by the Slerp Platform Documentation.
“Order Form” means the Slerp Platform signed-up terms (term of agreement, pricing) signed by the Parties to which the Terms and Conditions are attached.
“Order Rejection” means a notification that the Partner rejects an Order Request; such notification to include such information as is required by the Slerp Platform Documentation.
“Order Request” means a request to purchase the Partner’s products; such request to contain such information as is specified in the Slerp Platform Documentation.
“Party” means each of Slerp and the Partner, each a Party and together the Parties.
“Password” means the authentication key(s) provided by Slerp to the Partner to allow the Partner System to use the Platform.
“Personal Data” has the meaning set out in Schedule 2. (Handling of Request Personal Data).
“Platform” means the software as a service e-commerce solution provided by Slerp that allows for, amongst other things, the online placing of, and fulfilment of, orders.
“Pricing Plan” means the monthly fees, commissions or charges applicable to a Partner for the use of the Platform for the agreed Term and as set out in the Order Form.
“Request Personal Data” is any Personal Data that is contained in an Order Request, a Delivery Request, an Order Acceptance, or an Order Rejection and it shall be handled by a party in accordance with the terms of Schedule 2 (Handling of Request Personal Data).
“Security Breach” has the meaning set out In paragraph 4(d)(Iii) of Schedule 2.
“Selected Carrier” means the third party carrier engaged by Slerp on behalf of the Partner for the purpose of fulfilling a Delivery Request as notified by Slerp to the Partner from time to time.
“Slerp” means the entity identified as Slerp in the Order Form.
“Slerp Platform Data” means all data generated or transmitted by or through the Platform or otherwise relating to the Platform but does not include any Request Personal Data.
“Slerp Platform Documentation” means the documentation and associated materials relating to the use of the Platform as provided by Slerp to the Partner and as updated by Slerp from time to time.
“Standard Commission” means the % of commission as set out in the Pricing Plan.
“Stores” means the Partner’s stores as identified in the Controls Dashboard.
“Stripe Payment Account” means an account with Stripe, Inc. for the purpose of accepting payments via the Partner System.
“Start Date” has the meaning set out In the Order Form.
“Statement” has the meaning set out in clause 8.2.
“Term” has the meaning set out in clause 2.1.
“Terms and Conditions” means these terms and conditions.
“Territory” means the United Kingdom.
“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
In the Agreement:
The headings in the Agreement are inserted for convenience only and shall not affect the interpretation or construction of the Agreement.
Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa and references to any gender shall include all other genders. References to any person (which for the purposes of the Agreement shall include natural persons, bodies corporate, unincorporated associations, partnerships, governments, governmental agencies and departments, statutory bodies or other entities, in each case whether or not having a separate legal personality) shall include the person’s successors.
The words “other”, “include” and “including” do not connote limitation in any way.
schedule 2 – handling of request personal data
1. All capitalised terms used in this Schedule 2 shall have the meaning ascribed to them in the Data Protection Legislation unless otherwise stated or self-evident from the context.
2. Subject to clause 10.1., each Party shall act as a Data Controller (or Controller) in respect of the Request Personal Data, as applicable.
3. The Parties agree that the Request Personal Data may:
a) include the following types of Personal Data:
Payer: Name, email address, phone number, billing address, delivery address.
Recipient: Name, email address, phone number, delivery address.
b) be Processed by the Parties for the following purposes: to order and/ or deliver a requested product of the Partner
c) be disclosed by the Parties to the following recipients: Selected Carriers and between Slerp and the Partner, and at the Partner’s request to any Third Parties.
4. Each Party shall, in relation to the Request Personal Data:
a) subject to paragraph 5 below, proactively comply with its obligations under the Data Protection Legislation, including without limitation ensuring there is a lawful basis on which to Process the Request Personal Data;
b) promptly notify the other Party in the event that it receives updates or corrections to any of the Request Personal Data;
c) ensure that it only shares the Request Personal Data with the other Party in a secure manner;
d) provide reasonable assistance, information and cooperation where requested by the other Party in respect of data protection matters, including:
(i) in respect of any matter which in the reasonable opinion of the other Party is required for ensuring that Party’s continued compliance with the Data Protection Legislation;
(ii) in respect of any claim and/or exercise or purported exercise of rights by a Data Subject under the Data Protection Legislation or any investigation or enforcement activity by the Information Commissioner or any other regulator, which relates to or is connected with the other Party’s Processing of Request Personal Data;
(iii) in respect of any breach of security, including any breach of this Schedule 2 and/or any loss, destruction, damage of, or compromise to, any Request Personal Data (“Security Breach”); and
(iv) by providing copies of records it is required to maintain under the Data Protection Legislation (including, without limitation, under Article 30 of the UK GDPR);
e) notify the other Party immediately, and take into account any information and/or reasonable requests provided by the other Party before responding publicly or to a regulator or any third party (provided that such information and/or requests are provided promptly and before any applicable response deadline):
(i) if it is contacted or approached in relation to any claim and/or exercise or purported exercise of rights by a Data Subject under the Data Protection Legislation;
(ii) in the event of any investigation or enforcement activity by the Information Commissioner or any other regulator; or
(iii) in the event of any Security Breach; and
f) retain Request Personal Data for the following 2 year period only, and delete such data in a secure manner and in accordance with good industry practice following expiry of such retention period.
5. The Partner shall:
a) ensure that appropriate fair processing notices are communicated to the Data Subjects of the Request Personal Data which explain how the Request Personal Data will be processed by the Partner and by Slerp;
b) be responsible for providing the information referred to in Articles 13 and 14 of the UK GDPR, and for making available the essence of the Parties’ arrangements as set out in this Schedule 2 to the Data Subjects of Request Personal Data; and
c) at the request of Slerp for the purpose of satisfying its obligations under the Data Protection Legislation:
(i) provide each Data Subject of Request Personal Data with additional fair processing notices; and/or
(ii) seek consent from each Data Subject of Request Personal Data for the processing of their Personal Data,
6. The Partner indemnifies Slerp in full and on demand against all claims, demands, actions, awards, judgments, settlements, costs, expenses, liabilities, damages and losses (including all interest, fines, penalties, management time and legal and other professional costs and expenses) incurred by Slerp arising from any breach by the Partner of this Schedule 2.
schedule 3 – platform description
The Slerp Platform consists of the following component products:
– Slerp Consumer Website
– Slerp Consumer App
– Slerp Partner Dashboard (Slerp Controls)
– Slerp Partner App
– Third-Party Integrations:
1. POS (& POS Middleware)
– Slerp Order Management (Slerp Composer)
– Slerp API (Headless Platform)
– Slerp Composer
Combined, the products create an online e-commerce platform referred to as the Slerp Platform. A Partner may choose to have all or some of these products when deciding how to configure the Slerp Platform for its own use. Each product is briefly described below.
CUSTOMER ORDERING – Slerp Consumer Website
– The Platform enables customers to place orders for the Partner’s product(s) by submitting an Order Request via a web check-out journey optimised for desktop and mobile. This aspect of the Platform is referred to as the Slerp Consumer Website.
– An Order Request may be submitted via a webpage on the following basis (dependent on the Partner’s settings):
1. As soon as possible;
2. Same day scheduled; or
3. Future day (pre-order) scheduled.
– An Order Request can have three fulfilment options, (dependent on the Partner’s settings):
1. Delivery; or
2. Pickup / Click-and-Collect; or
3. Order at Table
Varying combinations of products are then displayed to the Customer on the webpage, based on the above combination of when the product is wanted, and how it is to be fulfilled. The Customer can then proceed to check-out, providing payment details and confirming their order.
CUSTOMER ORDERING – Slerp Consumer App
– The Slerp Consumer App enables customers to place orders for the Partner’s product(s) by submitting an Order Request via a mobile app downloaded from Google Play or Apple App Store.
– The Partner may send push notifications to Customers. The contents of what is sent is at the discretion of the Partner with Slerp holding no liability as to what is sent and who to.
– Similar Order Request flow is followed as per Slerp Consumer Website outlined above.
ORDER ACCEPTANCE – Slerp Partner App
– Slerp Partner App is a mobile app that is used within each of the Partner’s locations/Stores. The Partner uses the Mobile App to accept/reject the order, and send an Order Acceptance or an Order Rejection to the Customer. The Partner can also change certain settings.
– Customer details and order information are displayed on the Slerp Partner App. Slerp Partner App collates order information as well as Selected Carrier information, if applicable.
– Payment is captured once Slerp Partner App accepts an order. Also at this point, the Selected Carrier is booked (if applicable) using the quoted (non-refundable) charges, and Stripe Payment Account charges (non-refundable) are applied.
– The Partner’s own terms and conditions shall apply to any Order Request, Order Acceptance and/or Order Rejection. The Partner shall ensure the Customer shall have no recourse against Slerp and hold Slerp harmless against the same.
– Slerp Partner App is used by the Partner’s staff for live stock control of its inventory, with each location independently managed via separate store logins. Each Store can have separate opening and closing times, impacting what Store the Customer can buy from in Slerp Online Store during the checkout journey, pending the time of day.
– The Partner shall use Slerp Partner App in accordance with instructions contained in the Help Centre. (https://support.slerp.com/)
ADMIN DASHBOARD – Slerp Partner Dashboard (Controls)
– The Administrator’s Dashboard is referred to as Controls Dashboard, allowing the Partner to set custom settings based on their preferences. Such preferences include (but are not limited to):
1. Adding/adjusting product inventory, categories, pricing (including tax) and related imagery
2. Location and Order Type settings
3. Accessing reports, sales information, customer information and order history
4. Global system settings impacting, Partner App, Online store, Customer App, Integrations, and the broader Platform.
– A Partner may choose to have a loyalty programme/s as part of their Platform configuration. A loyalty programme can be a feature of the Partner’s Platform, with or without the Slerp Customer App.
SLERP COMPOSER – is a web-based application for pre-order management and processing, as well as bulk upload or manual orders. It allows partners to (but is not limited to):
– Consolidation of orders across different channels – i.e. Slerp orders, – Own-store merchandising, wholesale orders.
– Production scheduling and Packing Slips with related reporting.
– Exports for logistics software – i.e. route planning, 3PL uploads.
– Slerp Composer utilises data from the Slerp Platform in order to function appropriately.
– The Platform enables the Partner System to handle payments from Customers.
– The Partner hereby authorises Slerp, as its agent, to create a – Stripe Payment Account or Alternative Payment Account on its behalf using the company details provided by the Partner to Slerp.
– A Stripe Payment Account will be governed by the terms and conditions on the Stripe website (here: https://stripe.com/gb/legal) as updated from time to time by Stripe.
– An Alternative Payment Account (if applicable) will be governed by such terms and conditions as are provided by Slerp to the Partner.
– Slerp gives no warranties in respect of the Stripe Payment Account or Alternative Payment Account and the Partner shall no have recourse to Slerp and shall ensure the Customer has no recourse against Slerp in respect of the same.
Customer Relationship Management System (CRM)
– Customer and order data can be pushed to integrated CRM systems. Data can be passed via direct integration with select partners, or by downloading their customer data from the Slerp Dashboard and uploading it to a third-party CRM tool of their choice. How the CRM system processes and stores data is dependent on its terms and conditions.
POS (Point Of Sale System)
– Slerp may pass data to third party POS or POS Middleware systems to manage orders and sync menus. Data that is passed depends on the POS or POS middleware used and whether an integration is active and used. How the POS or POS middleware processes and stores data is dependent on their terms and conditions.
Courier / Carrier
– Slerp may pass data to third party systems to manage and fulfil deliveries if third-party Carriers are utilised..
PERFORMANCE MARKETING / SERVICE ENGINE OPTIMIZATION (SEO)
– Slerp relies on third parties and/or employees to provide performance marketing and digital marketing services for the Partner through the use of third-party platforms such as Meta and Google.
– The Slerp Platform enables the Partner to have the products set out in an Order Request delivered to a specified address by submitting a Delivery Request. This may be completed by a third-party Selected Courier / Carrier.
– The Platform can forward the Delivery Request to the Selected Carrier for a live quote.
– The Selected Carrier is assigned to the Delivery Request once the Order is accepted via the Slerp Partner App or Controls.
– Where the Selected Carrier is not able to fulfil the Delivery Request, the Platform will send a Delivery Unavailable Notice to the Partner. The Partner may then use the Platform to send an Order Rejection to the Customer or provide alternative options at the Partner’s choice.
– The Partner authorises Slerp, as its agent, to enter into contracts with the Selected Carrier for and on behalf of the Partner. The Partner shall not seek to enter into any contracts with the Selected Carrier directly.
– The Selected Carrier’s terms and conditions shall apply to any delivery or attempted delivery in respect of a Delivery Acceptance. Slerp does not warrant the manner in which such deliveries are made and the Partner shall have no recourse to Slerp and shall ensure that the Customer has no recourse against Slerp in respect of the same.
FEES & CHARGES
Change in Plans and Cancellations
If a change in the Pricing Plan is requested by the Partner, fees may apply:
– A Cancellation change (during the Initial Term) reflects a termination of the Agreement and includes a Cancellation Fee. This is to recoup some of the set up, onboarding, maintenance and running costs associated with using the Platform. The Cancellation Fee is calculated based on the following formula and is the higher of:
1. The remaining term on the contract in months (rounded up) x £50 x no. of locations committed to using platform upon written received notice; or.
2. A flat rate of £900
3. The termination of the contract will apply once payment is made using the payment details held on record. This will be automatically charged at point of Cancellation.
Store Fees (if applicable)
– This is a monthly payment for each published Store that has access to Slerp Partner App. The store count is based on the number of Stores on the last day of the subscription month, irrespective of numbers of days published. For example, if a Store is published on the 15th of a month, it will be counted for a full month of payment. Store Fees are not dependent on the number of processed transactions.
– Slerp retains the discretion to waive store fees by providing written notice to the Partner. Should the Partner terminate the Agreement before the end of the Initial Term, Cancellation Fees will apply. See Cancellation Fees for further information.
– The Commission Fee is based on the number of processed transactions and order value. Commission Fee is dependent on the Pricing Plan and whether the Partner is eligible for the Discounted Commission fee or the Standard Commission fee, as per the terms of this Agreement.
Commissions are based on order value calculated as follows:
– The item cart value (including taxes) or ‘Sub-total’ and factoring in Partner applied discounts. Minimum order values may apply.
– It does not apply to Selected Carrier charges for delivery orders.
– It does not apply to Service Charges or Tips
– It does not apply to refunded orders
– It does not apply to cancelled orders at point of order being received
– Transactions shall be considered processed transactions in accordance with the following:
1. Where the Order Request is for Store pickup or the Partner is arranging its own method of delivery, the transaction is considered processed when the order is accepted by the Partner.
2. Where the order is being delivered by a Selected Carrier, the transaction is considered processed when the Platform sends a Delivery Acceptance to the Partner.
3. A Commission Fee will not apply to a fully refunded or cancelled order.
– Payment Fees are the transaction fees charged by Stripe. Slerp reserves the right to review and change such fees on an ongoing basis.
– Refer to Stripe terms and conditions for further details.
– Refer to Payment for further details within the terms and conditions.
– SMS Fees relate to SMS charges from third-parties providing order tracking to Customers. These will charged on a cost plus basis. Slerp reserves the right to review such fees on an ongoing basis.
– Even if a transaction is subsequently cancelled and refunded, SMS Fees are applicable.
– SMS may be also be used to contact Customers directly using the customer data available. This at the discretion of a Partner. Slerp may enable the facilitation of SMS’s to be sent at a cost per message sent. Slerp reserves the right to amend such charges on an ongoing basis.
– Carrier Fees are calculated based on vehicle type and distance from Selected Carriers and are passed on upon Delivery Acceptance of an order. Carrier fees will be deducted from the purchase charge at the point of transaction. Any subsidised costs or discounts from the Carrier Fees will be paid by the Partner. Cancelled and refunded orders may still incur Carrier Fees if a Selected Carrier has assigned and sent a driver. Slerp and Selected Carriers reserves the right to review such fees on an ongoing basis.
– Additional Carrier Fees may apply from prices charged in the Online Store, i.e. additional waiting fees. Any additional Carrier Fees will be passed on to the Partner and reconciled within the reconciled Statement for the period. If the Carrier Fee is greater than the cost of an order, Slerp reserves the right to charge the payment method on file for the difference between the Carrier Fee and the order, in accordance with the payment terms (including any payment processing fees) as set out in the Pricing Plan.
– Re-booking Carrier Fees may apply in instances where an order needs to be re-processed or returned to Store.
– Carrier refunds may be applicable where the Selected Carrier is at fault. Such refunds (or coupons) must be authorised by the Selected Carrier and will be credited within the reconciled Statement for the period when resolved. The Partner is responsible for communicating directly with the Selected Carrier to obtain such refunds or coupons.
– When a transaction is cancelled or refunded in addition to Commission Fee a fixed refund processing fee may be applicable. Slerp reserves the right to review such fees on an ongoing basis.
Performance Marketing / Service Engine Optimisation (SEO) Fee
– On a case-by-case basis and only if used as an additional service. Separate T&C’s apply.