Terms & conditions

1. Definition & Interpretation

  1. Capitalised terms used in the Agreement and not otherwise defined shall have the meanings given to them in Schedule 1.
  2. The Platform shall refer to all aspects of the Slerp product the Partner may use including but not limited to:
    1. Controls Dashboard
    2. Partner App
    3. Checkout
    4. Slerp Pay
    5. Consumer App
    6. Composer
    7. Dispatch
    8. Slerp CRM
    9. Slerp API as used for integrations
    10. Integrated Software which may be applicable when using Slerp.

2. Terms of Agreement

  1. The Term of the Agreement commences on the Go Live Date of the signed Partner Agreement and continues for the Initial Term, after which the Agreement will continue until terminated by either party in accordance with its terms (the “Term”). If there is no signed Partner Agreement, the Go Live Date shall be the date these terms have been agreed to upon accessing the Controls Dashboard and the Initial Term shall be thirty (30) days.
  2. Unless either Slerp or Partner provide the other with written notice of termination at least thirty (30) 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.

3. Grant of Licence

  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 (if applicable) and these Terms and Conditions.
  2. Slerp may, as is reasonable, update the functionality of the Platform at any time.

4. Restrictions on the Licence

  1. The Partner hereby agrees and undertakes:
    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.
    2. 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.
    3. 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);
    4. 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 in Grant of Licence above;
    5. 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;
    6. 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;
    7. Not to provide or otherwise make available the Password to any person other than the Partner Users without prior written consent from Slerp;
    8. 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;
    9. 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;
    10. Not to remove copyright notices or other forms of proprietary notice from the Platform or any other materials provided by Slerp;
    11. 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):
      1. (a) To cease use of the Platform through the website link to the Platform or otherwise; and
      2. (b) To remove any and all references in any website or any marketing material to the Platform ;
    12. Not to pre-fetch, cache, index, copy, re-utilise, extract or store any Slerp Platform Data;
    13. Not to use the Platform to redirect or promote its customers to any other Direct Ordering Platform or any Marketplace Aggregator; and
    14. 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).

5. Service Support

  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. 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.
  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. Applications

  1. The Partner agrees that:
    1. Any Partner App or Consumer App application provided by Slerp will be available from the Android Play Store and the Apple App Store
    2. Applications will be hosted on the Slerp Developer Accounts for the App Store and Play store unless otherwise specified in the Partner Agreement.
    3. Applications will be updated from time to time to add features, ensure device compatibility and fix bugs
    4. Application updates, including bug fixes and requested edits (eg: the change of a logo or colour scheme) can take 14 days or more to complete due to the waiting period enforced by the App Store and Google Play
    5. If the Partner has a previous app on any app store the Partner is responsible for organising the removal of that application.
  2. Applications will give the Partner access to additional features like sending push notifications to customers. These notifications are sent only to opted-in customers and based on their device settings, some customers may not receive notifications.

7. Selected Carrier Relationships

  1. The Partner acknowledges that deliveries are undertaken by third party courier providers (‘Selected Carrier’), not by Slerp. Slerp will facilitate the communication between the Partner and the provider fulfilling its orders and will not be held responsible for any dispute.
  2. If there is an issue with a delivery order, Slerp will raise a refund request to the provider on behalf of the Partner and endeavour to secure a refund (or partial refund) in line with the Selected Carrier providers terms of service. Slerp will submit all the details provided by the Partner to the Selected Carrier providers, include pictures/images as further evidence, highlight the resulting compensation due, include Selected Carrier Reference Numbers and the Slerp Order ID of any relevant Jobs. It is the responsibility of the Partner to provide as much detail as possible and any request is not guaranteed to result in a refund.
  3. Where a delivery cannot be made or is delayed due to a lack of drivers available from the Selected Carrier in the area, Slerp will endeavour to update the Partner of any possible delays from the Selected Carrier, but can not be held responsible and no compensation can be expected from Slerp.
  4. Where the Partner owes an amount to the Selected Carrier as a result of Waiting Time fees or Cancellation (by Partner) fees, Slerp will deduct this amount from the Partner’s Slerp Pay account or credit card on file.

8. Selected Carrier Pricing

  1. Slerp Selected Carrier Partners charges are based on a distance travelled and vehicle type rate card which can be found here. VAT is applicable..
    1. It is the responsibility of the partner to define any restrictions on vehicle types in their Slerp Controls dashboard
    2. Pricing may change at any time.
  2. By default, Slerp Selected Carrier pricing includes Optimised Delivery Pricing to the end-customer which includes a subsidy paid by the Partner to make the delivery cost a reduced amount to the customer to drive conversion.
    1. This feature is optional and can be turned off by the partner in their Slerp Controls Dashboard although is not recommended.
    2. The level of subsidisation can be altered by the Partner, please contact [email protected] to do this.
    3. It is the responsibility of the Partner to understand the optimised delivery pricing and ensure it is set correctly for their business. Slerp will not take responsibility for losses incurred due to incorrect settings.

9. Payment Terms and Pricing

  1. The Partner must keep a valid credit card on file with Slerp to pay for incurred and recurring relevant Applicable Fees. Slerp shall deduct the transaction based fees (commissions, payment fees, Selected Carrier costs) from the transactions automatically in accordance with the Applicable Fees or Partner Agreement. If additional fees are applicable, Slerp is authorised to charge such fees directly via the Slerp Pay account balance and/or credit card to the Partner.
  2. The Applicable Fees are those defined on Slerp’s pricing page here: https://www.slerp.com/pricing/ at the time of sign up. The current pricing is also visible within the Controls Dashboard. Partner Agreement fees may apply if it exists.
    1. Slerp Pay costs vary based on card type used by the Customer. UK standard cards (Visa, Mastercard) are charged at 1.3% +20p. Diners Club and American Express cards are charged at 2.9% +20p. International cards are an additional 2%. Slerp Pay is inclusive of fraud detection, gateway fees and interchange rates. Slerp Pay costs do not incur VAT.
  3. Transaction based fees are dependant on the order status of received orders
    1. Pending or Accepted: All transaction based fees apply
    2. Rejected: Slerp Pay fees apply, no other Transaction based fees apply.
    3. Partially Refunded: All transaction based fees apply and Selected Carrier fees apply if relevant.
    4. Fully Refunded: Slerp Pay fees apply and Selected Carrier fees apply if relevant .
  4. Charges will also apply in the following cases
    1. Calling an additional Selected Carrier
    2. Shortfall charges to Slerp Pay account. When the total checkout amount by a Customer is less than the associated Applicable Fees, or, when an order is partially refunded and the refund amount is higher than the amount you receive for an order.
    3. Slerp Pay disputes (chargebacks) raised by Customers are the responsibility of the Partner. Related dispute charges that are incurred shall be the responsibility of the Partner to pay and manage. More details are available here https://support.stripe.com/topics/disputes?locale=en-GB
  5. Unless otherwise agreed in writing by the Parties, the Applicable Fees will be applicable throughout the Term.
  6. Slerp may change the Applicable Fees for the Service from time-to-time. Slerp will provide you with 30 days advanced notice (Fee Notice) prior to any changes in Applicable Fees by sending an email to the User Account, providing notice through the Controls Dashboard, or by similar means. Slerp will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services (or any part thereof).
  7. Any pricing defined within a Partner Agreement, upon expiry, unless otherwise stated may move to the then current Applicable Fees.
  8. Applicable fees for services such as the Consumer facing Slerp App, Slerp Composer and Slerp CRM will apply as agreed in writing by the Parties.
  9. To the extent that any minimum monthly fee (currently £75 per month, plus VAT, per location if Slerp commission fees net of VAT do not reach an average of £75 per location 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 via debiting the Slerp Pay balance and/or credit card specified within the Controls Dashboard. Slerp will continue to charge 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.
  10. If we are not able to process payment of the Applicable Fees using the Slerp Pay 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, or increase commission fees to capture amounts owing. 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.

10. Termination

  1. Slerp may terminate the Agreement immediately by providing written notice to the Partner:
    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
    2. where the Partner fails to make payment of the Applicable Fee(s) in accordance with Payment Terms and Pricing.
  2. Either Party may terminate the Agreement immediately by providing written notice to the other Party if either Party suffers an Insolvency Event.
  3. As per Term of Agreement, automatic renewal of the Term will apply unless at least thirty days notice is provided ahead of any expiry date.
    1. If a termination request by the Partner occurs and a Partner Agreement is in place, a cancellation fee applies. This is Calculated as the months remaining in the Term from the date a termination request is received via written notice, multiplied by the number of locations active in Slerp at the time of the termination request (or the number of locations defined in the Partner Agreement, whichever is greater), multiplied by the number of months, rounded up, remaining in the contract term multiplied by the Minimum Fee, plus VAT. The Slerp Pay account balance and/or credit card on file will be charged.
    2. If no Partner Agreement is in place, the period specified in the Terms of Agreement shall apply on an ongoing basis.
  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 Restrictions on the Licence above.
  5. Upon termination of the Agreement for any reason:
    1. the Partner’s rights under the Agreement shall cease but the restrictions and obligations set out in Restrictions on the Licence shall survive termination;
    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
    3. the provisions of clauses Data Ownership & Intellectual Property A, Data Protection andConfidentiality A, together with those clauses the survival of which is necessary for the interpretation or enforcement of the Agreement, shall survive termination.
  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.
  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.

11. Warranties & Liability

  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.
  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.
  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:
    1. any loss of revenues, profits, contracts, business or anticipated savings;
    2. any loss of goodwill or reputation;
    3. any special, indirect or consequential losses; or
    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.
    5. any customer abuse of loyalty programmes which are at the control of the Partner.
  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.
  5. The Partner agrees that:
    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
    2. the Partner is responsible for the Partner System (including interfaces required to access and make use of the Platform).
    3. the Partner is responsible for complying with the terms and conditions of any third party service provider, including Selected Carriers and payment providers, and Integrated Software. Slerp has no responsibility for the service provided by such third parties.
    4. The partner is responsible for maintaining and reporting bugs or issues found with third party integrations such as CRM systems, POS integrators or middleware services to those providers directly and will not hold Slerp responsible for the performance of third party integrators software.
    5. In the case of loyalty claimed on-premise via QR code or issued to a customer via the Controls Dashboard, the Partner is responsible for ensuring the security of their QR codes, appropriate configuration, and / or tablets and training of their staff to avoid fraudulent usage and shall not hold Slerp liable for any such fraudulent use or abuse of the system by Staff or Customers.

12. Data Ownership & Intellectual Property

  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.
  2. Slerp hereby grants to the Partner:
    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
    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 Grant of Licence A, shall be subject to Slerp’s prior written approval.
  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.

13. Data Protection

  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 2, but in all other instances, Slerp shall be a Data Processor.
  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.
  3. When using an integrated CRM system:
    1. The Partner confirms that they have undertaken necessary diligence of the CRM partner and are satisfied with their compliance to all applicable laws
    2. The Partner has the right to send data to the account details provided for the integration.
  4. When using Slerp CRM:
    1. Data transferred to Slerp CRM is covered by the Privacy Policy available here: https://assets.contacta.io/Privacy+Policy.html

14. Confidentiality

  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.

15. Exclusivity

  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 a Partner Agreement if applicable. Subject to Confidentiality, this clause does not prevent the Partner from entering Into agreements for the provision of services with Marketplace Aggregators or POS Providers.

16. General

  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.
  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.
  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.
  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.
  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.
  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.
  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.


1. In the Agreement:

  • “Account” means the user account which the Merchant creates for the purpose of using the Platform.
  • “Affected Party” has the meaning set out in General.
  • “Agreement” means the Terms and Conditions (including the schedules and annexes thereto) and Partner Agreement if applicable.
  • “Applicable Fees” means, as relevant depending on the use of the Platform, applicable minimum fees, commission fees, Selected Carrier fees, payment fees and Software-as-a-Service fees.
  • “Brand Assets” means Slerp’s logo, content and trademarks provided by Slerp to the Merchant
  • “Checkout” means the web-based online ordering platform surfaced to customers including payment.
  • “Confidential Information” has the meaning set out in Confidentiality.
  • “Controls Dashboard” means the web-based backend accessible by the Partner to configure settings.
  • “Composer” means the order management system.
  • “Consumer App” means the customer facing application published to the IOS and Android app stores.
  • “Customer” means a customer of the Merchant who submits an Order Request.
  • “Dashboard” means Controls Dashboard as defined in Schedule 1
  • “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 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.
  • “Dispatch” means the middleware software with API integrations into Selected Carriers.
  • “Fee Notice” has the meaning set out in Payment Terms and Pricing.
  • “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 specified within a signed Partner Agreement. If no Partner Agreement exists it is the date in which the Terms and Conditions are accepted upon accessing the Controls Dashboard.
  • “Initial Term” has the meaning set out in Term of Agreement.
  • “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;
  • “Integrated Software” means third-party software that Slerp utilises to provide its services
  • “Licence” means the licence granted by Slerp to the Merchant pursuant to Grant of Licence.
  • “Marketplace Aggregators” 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.
  • “Merchant ” means the entity or ‘Partner’ signing up to the Platform that must be an incorporated entity within the UK and trading in the UK.
  • “Minimum Fee” has the meaning set out in Payment Terms and Pricing.
  • “Order Request” means a request to purchase the Merchant’s products; such request to contain such information as is specified in the Slerp Platform Documentation.
  • “Partner” means Merchant as defined in Schedule 1
  • “Partner Agreement” means a signed Statement of Works that may apply to a Merchant with defined Pricing and Term.
  • “Partner App” means the IOS or Android application utilised by stores to receive orders and adjust inventory and select settings
  • “Party” means each of Slerp and the Merchant, each a Party and together the Parties.
  • “Password” means the authentication key(s) provided by Slerp to the Merchant to allow the Partner 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 and related products.
  • “POS Providers” means Point-of-Sale Providers
  • “Request Personal Data” has the meaning set out in Schedule 2
  • “Security Breach” has the meaning set out in Schedule 2.
  • “Selected Carrier” means the third party Selected 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 Limited, Registered in England, Company Number 10222686.
  • “Slerp CRM” means the customer relationship management system providing transaction and customer data for enablement of email and SMS marketing.
  • “Slerp API” means the Application Programming Interface connecting the Platform services internally with third parties. Applies to all protocols.
  • “Slerp Pay” means a Stripe Express Connect account set up via Slerp for the purpose of accepting payments via the Platform.
  • “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 Merchant and as updated by Slerp from time to time.
  • “Stores” means the Partners locations as identified in the Controls Dashboard.
  • “Term” has the meaning set out in Term of Agreement
  • “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.

2. 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.


  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 Data Protection 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 include the following types of Personal Data:
    1. Payer: Name, email address, phone number, billing address, delivery address.
    2. Recipient: Name, email address, phone number, delivery address.
    3. Be Processed by the Parties for the following purposes: to order and / or deliver a requested product of the Partner
    4. 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:
    1. 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;
    2. promptly notify the other Party in the event that it receives updates or corrections to any of the Request Personal Data;
    3. Ensure that it only shares the Request Personal Data with the other Party in a secure manner;
    4. Provide reasonable assistance, information and cooperation where requested by the other Party in respect of data protection matters, including:
      1. 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;
      2. 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;
      3. 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
      4. 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);
    5. 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):
      1. 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;
      2. In the event of any investigation or enforcement activity by the Information Commissioner or any other regulator; or
      3. In the event of any Security Breach; and
    6. 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:
    1. 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;
    2. 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
    3. At the request of Slerp for the purpose of satisfying its obligations under the Data Protection Legislation:
      1. Provide each Data Subject of Request Personal Data with additional fair processing notices; and/or
      2. Seek consent from each Data Subject of Request Personal Data for the Processing of their Personal Data,
    4. In each case in the manner and at the time directed by Slerp acting reasonably.
  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.
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