terms & conditions.

1. definitions & 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 refers to the Subscription term including the contract start date, end date and renewal date are specified on Page 1 of this Agreement.

 

3. pricing

3.1 The Pricing Plan and Applicable Fee(s) are specified on Page 1 of this Agreement.

3.2 A Pricing Plan will have a specific contract period specified on Page 1 of this Agreement

3.3 If a change in the Pricing Plan is requested by the Merchant, 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 Merchant to Slerp, and subject to the Merchant’s continued compliance with the Agreement, Slerp hereby grants the Merchant a non-exclusive, non-transferable licence to use the Platform in accordance with the restrictions of the Term of Agreement and Pricing as specified on the Subscriptions Page of the Slerp Controls Dashboard settings .

4.2 Slerp may, as is reasonable, update the functionality of the Platform at any time.

 

5. restrictions of the license

5.1 The Merchant 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 Merchant 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 the Agreement or other guidance as may be issued by Slerp;

5.1.5 To ensure that Merchant 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 Merchant 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 ; and

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 Slerp platform to redirect or promote its customers to any other ordering platforms or marketplaces.

 

6. service support

6.1 Slerp agrees to respond to any reasonable request of the Merchant for help in respect of any errors or problems it is experiencing with the ordering Platform. Technical support is provided to paying Account holders with service level varying depending on the Pricing Plan. Support is available via email or service desk ticketing support via the online Help Centre.

6.2 Slerp reserves the right to require the Merchant to make payment of additional charges where Slerp reasonably believes that the number and/or nature of the Merchant’s support requests is excessive or beyond the scope of the Platform. Such additional charges shall be notified to the Merchant 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 Merchant 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 Merchant to undertake directly with Stripe via the Stripe Payment Account and directly with Customers.

 

7. merchant system

7.1 The Merchant shall make it clear that the Merchant website makes use of the Platform. This shall include prominently displaying on the Merchant System such information and accreditation as is specified within the Slerp Platform Documentation. No alterations to references to Slerp on the Online Store can be made.

 

8. payment terms

8.1 The Merchant must keep a valid credit card on file with Slerp to pay for all incurred and recurring Applicable Fees. To the extent that any minimum fee applies to the Merchant’s usage of the Platform (a “Minimum Fee” and the Merchant’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 Merchant 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 the Services are terminated, 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 GBP.

8.2 At any time following the end of each calendar month, Slerp shall provide a Statement for the Merchant summarising the associated usage for the period to which the statement relates. Each such statement shall detail the Merchant’s usage of the Platform during such month and the corresponding Applicable Fee(s). Statements may be provided to the Merchant by Slerp electronically via email. Transactional Summaries may be accessible via the SlerpSpace Controls Dashboard.

8.3 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 Merchant. Such charges will be summarised via the Statement.

8.4 Slerp may review and update the Applicable Fee(s) from time to time upon providing the Merchant 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 Merchant 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.

8.5 If we are not able to process payment of 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 Fees applicable to 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.

 

9. warranties & liability

9.1 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.

9.2 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.

9.3 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:

9.3.1 any loss of revenues, profits, contracts, business or anticipated savings;

9.3.2 any loss of goodwill or reputation;

9.3.3 any special, indirect or consequential losses;

9.3.4 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 Merchant’s contemplation at the date of the Agreement, suffered or incurred by the Merchant arising out of or in connection with the Agreement.

9.4 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 the Applicable Fee(s) paid to Slerp in such 6 month period.

9.5 The Merchant agrees that:

9.5.1 the Merchant’s use of the Platform is solely under the Merchant’s control. The Merchant 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 Merchant’s use of the Platform; or (ii) the use of the Merchant System by any third party or any of the Merchant’s end users; and

9.5.2 the Merchant is responsible for the Merchant System (including interfaces required to access and make use of the Platform).

9.5.3 the Merchant is responsible for complying with the terms and condition of any third party service provider (including Carriers and Payment Providers) and Slerp has no responsibility for the service provided by such third parties.

 

10. data ownership & intellectual property

10.1 The Platform, the Slerp Platform Data, and all other copyright, trademarks and other intellectual property rights subsisting in or used in connection with the Platform (excluding the content provided by the Merchant) 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 the sole and exclusive property of Slerp, and where applicable its licensees, and the Merchant acknowledges that no title to any rights is transferred to the Merchant. All rights not expressly granted in the Agreement are reserved by Slerp.

10.2 Slerp hereby grants to the Merchant:

10.2.1 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 Merchant to extract the Slerp Platform Data from, or use the Slerp Platform Data outside of, the Dashboard; and

10.2.2 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.

10.3 The Merchant hereby grants to Slerp a non-exclusive, non-transferable, royalty-free licence to use the Merchant’s content, name, trade marks, logo and other brand assets for the purposes of providing the Platform and identifying the Merchant as a client of Slerp within internal and external promotional materials.

 

11. data protection

11.1 The Parties agree that they are each a Data Controller in respect of any Personal Data that is contained in an Order Request, a Delivery Request, an Order Acceptance, or an Order Rejection (the “Request Personal Data”) and that they shall handle the Request Personal Data in accordance with the terms of Schedule 2 (Handling of Request Personal Data).

11.2 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 Merchant shall have access to such data only to the extent set out in the Agreement.

 

12. termination

12.1 Slerp may terminate the Agreement immediately by providing written notice to the Merchant:

12.1.1 in the event of a change of control of the Merchant unless Slerp has given its prior written consent to the Agreement continuing after such change of control;

12.1.2 where the Merchant fails to make payment of the Applicable Fee(s) in accordance with clause 8 or

12.1.3 at any time upon 14 days notice

12.2 Either Party may terminate the Agreement immediately by providing written notice to the other Party if either Party suffers an Insolvency Event.

12.3 The Merchant may terminate the Agreement at any time following the expiry of the Initial Term without cause on providing Slerp with not less than 60 calendar days’ prior written notice.

12.3.1 See Cancellation Fees for terms associated with a termination during the contract period.

12.4 Slerp may terminate the Agreement at any time if the Merchant is found to be in breach of any of the terms of the Agreement. Where the Merchant is notified of such termination, the Merchant shall comply with the provisions of clause 5.1.10 above.

12.5 Upon termination of the Agreement for any reason:

12.5.1 the Merchant’s rights under the Agreement shall cease but the restrictions and obligations set out in clause 4 shall survive termination;

12.5.2 the Merchant 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

12.5.3 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.

12.6 Upon termination of the Agreement for any reason the Merchant shall cease use of the Platform and the Merchant’s rights under the Agreement shall cease.

12.7 Where any termination right arises on the part of Slerp, Slerp may elect in place of exercising such termination right to suspend the Merchant’s access to the Platform. If access is thus suspended, Slerp shall be under no obligation to resume the Merchant’s access and, furthermore, Slerp may, notwithstanding such suspension, subsequently exercise such termination right at any time without further notice to the Merchant.

 

13. confidentiality

13.1 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.

 

14. general

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 Merchant 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:

“Affected Party” has the meaning set out in clause 14.7.

“Agreement” means the Term of the Agreement,, Pricing 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 Merchant, as set out in the Terms of the Agreement.

“Applicable Fees” means, as relevant depending on the Platform, the Order Fee, the Fulfilment Fee and/or the Payment Fee.

“Merchant Users” means the Merchant and its individual employees or contractors engaged in the use of the Platform.

“Brand Assets” means Slerp’s logo, content and trademarks provided by Slerp to the Merchant.

“Confidential Information” has the meaning set out in clause 10.1.

“Customer” means a customer of the Merchant who submits an Order Request.

“Dashboard” means the web-based dashboard made available by Slerp to the Merchant for the purpose of providing information as set out in the Slerp Platform Documentation, accessible via the URL provided by Slerp to the Merchant from time to time.

“Data Controller” has the meaning given to it in Schedule 2 (Handling of Request Personal Data).

“Data Protection Legislation” means the Data Protection Act 1998 (including the Principles of Data Protection set out in Schedule 2 to that Act) or from 25 May 2018, the GDPR and/or UK legislation which relates to or is equivalent to the GDPR, all guidelines, codes of practice, directions and decisions of the Information Commissioner from time to time in respect thereof, and all other applicable legislation or regulations amending or replacing the same and legislation in force which implements any directives on data protection or equivalent legislation in any European Union Member State.

“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.

“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.

“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data as applicable as of 25 May 2018.

“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 Merchant pursuant to clause 4.

“Merchant” means the entity identified as the Merchant in the Terms of the Agreement.

“Minimum Fee” has the meaning set out in clause 8.2.

“Order Acceptance” means a notification that the Merchant accepts an Order Request; such notification to include such information as is required by the Slerp Platform Documentation.

“Terms of the Agreement” 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 Merchant 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 Merchant’s products; such request to contain such information as is specified in the Slerp Platform Documentation.

“Party” means each of Slerp and the Merchant, each a Party and together the Parties.

“Personal Data” has the meaning set out in Schedule 2. (Handling of Request Personal Data).

“Password” means the authentication key(s) provided by Slerp to the Merchant to allow the Merchant System to use the Platform.

“Pricing Plan” means the monthly fees, commissions or charges applicable to a Merchant for the use of the Platform for the agreed contract period.

“Renewal Period” has the meaning set out in clause 2.1.

“Request Personal Data” has the meaning set out in clause 10.1.

“Selected Carrier” means the third party carrier engaged by Slerp on behalf of the Merchant for the purpose of fulfilling a Delivery Request as notified by Slerp to the Merchant from time to time.

“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.

“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.

“Stock Reporter” means the software provided by Slerp to the Merchant for the purpose of ensuring the Platform has access to accurate, real-time information regarding the levels of Merchant categories, products, variants, add-ons and related available at any given time.

“Stores” means the Merchant’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 Merchant System.

“Term” has the meaning set out in clause 2.1.

“Terms and Conditions” means these terms and conditions.

“Territory” means the United Kingdom.

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.

 

schedule 2 – handling the request of personal data

1. All capitalised terms used in this Schedule 3 shall have the meaning ascribed to them in the Data Protection Legislation unless otherwise stated or self-evident from the context.

2. Each Party shall (subject to the terms of this Schedule) act as a Data Controller (or Controller) in respect of the Request Personal Data.

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 Merchant
c) be disclosed by the Parties to the following recipients: Selected Carriers and between Slerp and the Merchant

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 co-operation 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 3 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 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 Merchant 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 Merchant and by Slerp;
b) be responsible for providing the information referred to in Articles 13 and 14 of the GDPR, and for making available the essence of the Parties’ arrangements as set out in this Schedule 3 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,
in each case in the manner and at the time directed by Slerp acting reasonably.

6. The Merchant 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 Merchant of this Schedule 3.

 

 

schedule 3 – platfrom description

The Slerp Platform consists of three interlinked products – Slerp Online Store, Slerp Store App and Slerp Controls Dashboard. Combined, the products create an online e-commerce platform referred to as the Slerp Platform. Each product is briefly described below.

A. CUSTOMER ORDERING – Slerp CheckOut

1. The Platform enables customers to place orders for the Merchant’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 Slerp Online Store.

2. An Order Request may be submitted on the following basis (dependent on the Merchants settings):
1. As soon as possible;
2. Same day scheduled; or
3. Future day (pre-order) scheduled.
An order Request can have two Fulfilment Options, (dependent on the Merchants settings):
(a) Delivery; or
(b) Pickup / Click-and-Collect
Varying combinations of products are then displayed to the customer, 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.

 

B. ORDER ACCEPTANCE – Mobile App
3. Slerp Mobile App, is a web-based staff dashboard (or mobile app) that is used within each of the Merchants locations/stores. The Merchant uses the Mobile App to Accept/Reject the order, and send an Order Acceptance or an Order Rejection to the Customer. The Merchant can also view Carrier details and allow for live-chat with Carrier Support if required.
4. Customer details and order information are displayed on the Slerp Mobile App. Slerp Mobile App collates order information as well as Carrier information if applicable.
5. Payment is captured once Slerp Mobile 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.
6. The Merchant’s own terms and conditions shall apply to any Order Request, Order Acceptance and/or Order Rejection. The Merchant shall ensure the Customer shall have no recourse against Slerp and hold Slerp harmless against the same.
7. Slerp Mobile App is used by the Merchant staff for live stock control of it’s 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.
8. The Merchant shall use Slerp Mobile App in accordance with instructions contained in the Help Centre.

ADMIN DASHBOARD – Controls Dashboard
9. The Administrators Dashboard is referred to as Controls Dashboard, allowing the Merchant 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. Accessing reports, sales information, customer information and order history
3. Global system settings impacting Mobile App, Online store and the broader Platform.

DELIVERY FULFILMENT
10. Slerp Mobile App enables the Merchant to have the products set out in an Order Request delivered to a specified address by submitting a Delivery Request.
11. The Platform can forward the Delivery Request to the Selected Carrier for a live quote.
12. The Selected Carrier is assigned to the Delivery Request once the Order is accepted via the Slerp Mobile App.
13. Where the Selected Carrier is not able to fulfil the Delivery Request, the Platform will send a Delivery Unavailable Notice to the Merchant. The Merchant may then use the Platform to send an Order Rejection to the Customer or provide alternative options at the Merchants choice.
14. The Merchant authorises Slerp, as its agent, to enter into contracts with the Selected Carrier for and on behalf of the Merchant. The Merchant shall not seek to enter into any contracts with the Selected Carrier directly.
15. 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 Merchant shall have no recourse to Slerp and shall ensure that the Customer has no recourse against Slerp in respect of the same.

PAYMENT
16. The Platform enables the Merchant System to handle payments from Customers.
17. The Merchant 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 Merchant to Slerp.
18. 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.
19. An Alternative Payment Account will be governed by such terms and conditions as are provided by Slerp to the Merchant.
20. Slerp gives no warranties in respect of the Stripe Payment Account or Alternative Payment Account and the Merchant shall no have recourse to Slerp and shall ensure the Customer has no recourse against Slerp in respect of the same.

FEES & CHARGES
Store Fees
– This is a monthly payment for each published Store that has access to Slerp Mobile 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 merchant. Should the merchant terminate the agreement before the end of the contract term, Cancellation Fees will apply. See Cancellation Fees for further information.

Commission Fee
– The Commission Fee is based on the number of Processed Transactions and Order Value. Commission Fee is dependant on the Pricing Plan and Term of Agreement.
Commissions are based on Order Value calculated as follows:
– It does not apply to Carrier charges.
– The item cart value (including Taxes) or ‘Sub-total’ and factoring in merchant applied discounts. Minimum Order Values may apply.
– Transactions shall be considered Processed Transactions in accordance with the following:
– Where the Order Request is for Store Pickup or the Merchant is arranging its own method of delivery, the transaction is considered processed when the Order is Accepted by the Merchant.
– Where the Order is being delivered by a Carrier the transaction is considered processed when the Platform sends a Delivery Acceptance to the Merchant.
– Even if a transaction is subsequently cancelled and refunded, a Commission Fee will be payable.

Payment Fee
– Payment Fees are the transaction fees charged by Stripe or other payment providers. 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, Payment Fees are applicable. Refer to Stripe (or other payment providers) terms and conditions for further details.

SMS Fees
– 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.

Carriers Fee
– Carrier Fees are calculated by third-party Carriers and are passed on upon Delivery Acceptance of an order. Cancelled and Refunded orders will still incur Carrier Fees. Slerp 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 Merchant and reconciled within the reconciled Statement for the period.
– Re-booking Carrier Fees may apply in instances where an order needs to be re-processed or returned to store location.
– Carrier refunds may be applicable where the 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. The Merchant is responsible for communicating directly with the Selected Carrier to obtain such refunds or coupons.

Refund Fee
– When a transaction is cancelled or refunded in addition to Commissions Fee a fixed refund processing fee may be applicable. Slerp reserves the right to review such fees on an ongoing basis.
Change in Plans and Cancellations
If a change in the Pricing Plan is requested by the Merchant, fees may apply:
– A change to the Slerp+ Plan may reflect a change in contract term, commission, charges and fees. The terms of any new Upgrade will commence from the date the Pricing Plan has been authorised to change and be confirmed in writing via email.
– A change from the Slerp+ Plan to another plan may reflect a change in contract term, commission, charges and fees. The terms of any new Pricing Plan will commence from the date the Pricing Plan has been authorised to change and be confirmed in writing via email. A Change In Plan fee is applicable and calculated based on the following formula:
o Average rounded up store count of previous 3 months of operations x number of days remaining left on Pricing Plan x £1.

For illustrative purposes: If a merchant has had an average of 2.75 locations over the past three months and 115 days remaining on a contract before a Change In Plan request, the following Change In Plan fee will apply: 3 x 115 x £1 = £345. The Change In Plan of the contract will apply once payment is made using the payment details held on record. This will be automatically charged at point of Change In Plan.
– A Cancellation change reflects a termination of a Contract and includes a Cancellation Fee. The Cancellation Fee is calculated based on the following formula:
o Average rounded up store count of previous 3 months of operations x number of days remaining left on Pricing Plan x £1. If there are less than 3 months of historical operations, the average store count rounded up for the operational period shall be used. The contract will be cancelled once payment is charged using credit card payment details held on record.

For illustrative purposes: If a merchant has had an average of 2.75 locations over the past three months and 115 days remaining on a contract, the following cancellation fee will apply: 3 x 115 x £1 = £345. 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.