71 Fanshaw St, 2nd Floor
London N1 6LA
Slerp is a registered trademark in the United Kingdom
Last updated: 4 August 2026
1.1Capitalised terms used in the Agreement and not otherwise defined shall have the meanings given to them in Schedule 1.
1.2The Platform shall refer to all aspects of the Slerp product the Partner may use including but not limited to:
1.2.1Controls Dashboard;
1.2.2Partner App;
1.2.3Checkout;
1.2.4Slerp Pay;
1.2.5Consumer App;
1.2.6Composer;
1.2.7Dispatch;
1.2.8Slerp CRM;
1.2.9Loyalty;
1.2.10Wallet Pass;
1.2.11Slerp Menu Manager;
1.2.12Slerp API as used for integrations; and
1.2.13Integrated Software which may be applicable when using Slerp.
2.1The 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.
2.2Unless either party gives the other written notice of termination within the notice period set out in the Partner Agreement, this Agreement, the Partner’s subscription to the Platform and the Partner’s then current number of Locations (as at the then current expiry date) will renew automatically for the renewal period set out in the Partner Agreement. Where no Partner Agreement is in place, this Agreement will continue on a rolling monthly basis and either party may terminate by giving thirty (30) days written notice.
3.1In consideration for payment of the Applicable Fees 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.
3.2Slerp may, as is reasonable, update the functionality of the Platform at any time.
3.3The Partner acknowledges that certain components of the Platform are provided to Slerp under licence by third parties as Integrated Software. Where a component of the Platform comprises Integrated Software, the licence granted under clause 3.1 is granted by Slerp and its licensors, and the rights of Slerp’s licensors under this Agreement are preserved by clause 17.1.
4.1The Partner hereby agrees and undertakes:
4.1.1That 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;
4.1.2Not 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);
4.1.3Not 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 clause 3 (Grant of Licence) or as expressly permitted by Slerp through the Controls Dashboard or the Slerp API;
4.1.4To 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;
4.1.5To 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;
4.1.6Not to provide or otherwise make available the Password to any person other than the Partner Users without prior written consent from Slerp;
4.1.7Not 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;
4.1.8Not 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;
4.1.9Not to remove copyright notices or other forms of proprietary notice from the Platform or any other materials provided by Slerp;
4.1.10Immediately 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 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;
4.1.11Not to pre-fetch, cache, index, copy, re-utilise, extract or store any Slerp Platform Data;
4.1.12Not to use the Platform to redirect or promote its customers to any other Direct Ordering Platform or any Marketplace Aggregator, save as expressly permitted by clause 7.5;
4.1.13That 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);
4.1.14Not to frame or mirror any part of the Platform other than on the Partner’s own website or application as configured through the Platform, and not to use the Platform for timesharing purposes or otherwise for the benefit of any person or entity other than the Partner; and
4.1.15Not to access or use the Platform in order to build a competitive product or service, to build a product or service using similar ideas, features, functions or graphics of the Platform, or to copy any ideas, features, functions or graphics of the Platform.
4.2Product, pricing and allergen information. The Partner warrants that all menu, product, pricing, availability, ingredient, nutritional and allergen information it uploads to, or synchronises with, the Platform is accurate, complete, kept up to date and compliant with all applicable food safety, food information and consumer protection laws, including the Food Information Regulations 2014. The Partner acknowledges that Slerp does not verify such information and surfaces it to Customers as provided by the Partner. 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) arising from any inaccuracy in or omission from such information, or from any breach of this clause 4.2.
4.3Feedback. Where the Partner provides Slerp with any suggestion, comment, enhancement request, recommendation or other feedback relating to the Platform, the Partner grants Slerp and its licensors a royalty-free, worldwide, irrevocable, perpetual, sub-licensable and transferable licence to use and incorporate that feedback into the Platform and into any product or service of Slerp or its licensors. Slerp is under no obligation to act on any feedback.
4.4Access for support and service purposes. Slerp and its licensors may access, reproduce and use the Partner’s account and the data associated with it in order to respond to service or technical problems, to comply with a request from the Partner, and otherwise as necessary in connection with the provision of the Platform.
5.1Slerp 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 8 a.m. to 10 p.m. seven days per week with times subject to change throughout the year. Support is available via email or service desk ticketing support via the online Help Centre or Controls Dashboard.
5.2Slerp 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.
5.3Where a support request relates to Integrated Software, Slerp will provide first line support in accordance with clause 5.1 but the diagnosis and resolution of any underlying defect is dependent on the third party provider of that Integrated Software and on that provider’s own support hours, service levels and processes. Slerp does not warrant any resolution time in respect of Integrated Software.
6.1The Partner agrees that:
6.1.1Any Partner App or Consumer App application provided by Slerp will be available from the Android Play Store and the Apple App Store;
6.1.2Applications will be hosted on the Slerp Developer Accounts for the App Store and Play Store unless otherwise specified in the Partner Agreement;
6.1.3Applications will be updated from time to time to add features, ensure device compatibility and fix bugs;
6.1.4Application updates, including bug fixes and requested edits (for example 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; and
6.1.5If the Partner has a previous app on any app store the Partner is responsible for organising the removal of that application.
6.2Applications 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.
6.3Wallet Pass. Where Wallet Pass is enabled, the Partner acknowledges that Wallet Pass is delivered through the wallet applications provided by Apple and Google. Availability, presentation and delivery of messages depend on the Customer’s device, operating system, wallet application settings and notification permissions, and on the terms and technical requirements imposed by Apple and Google from time to time. Slerp does not warrant that any Customer will receive Wallet Pass updates or messages. Slerp may modify or withdraw Wallet Pass functionality where required by a change to those terms or requirements.
7.1Slerp Menu Manager is provided through Integrated Software supplied to Slerp by a third party provider. Where the Partner Agreement includes Slerp Menu Manager, the applicable monthly fee per Location is set out in the Partner Agreement and forms part of the Applicable Fees.
7.2Slerp Menu Manager may be used to synchronise menu, product, pricing and availability data between the Partner’s POS Provider, the Platform and, where the Partner elects, one or more Marketplace Aggregators, and to transmit orders received through the Platform and from Marketplace Aggregators to the Partner’s POS Provider.
7.3The Partner acknowledges and agrees that:
(a)use of Slerp Menu Manager requires the transfer of Partner data, including menu, product, pricing, order and Customer fulfilment data, to and from the third party provider of the Integrated Software, the Partner’s POS Provider and any Marketplace Aggregator selected by the Partner, and the Partner authorises Slerp to effect such transfers;
(b)such transfers may involve the processing of Personal Data outside the United Kingdom, in respect of which Slerp will put in place appropriate safeguards recognised under Data Protection Legislation;
(c)the Partner is responsible for maintaining its own agreements with, and complying with the terms of, its POS Provider and any Marketplace Aggregator, and for holding all rights and permissions necessary for the transfers described in clause 7.3(a);
(d)the Partner is responsible for the accuracy and completeness of all menu, product, pricing, availability and allergen data synchronised through Slerp Menu Manager, including where that data originates in the Partner’s POS system, and clause 4.2 applies to such data;
(e)Slerp is not responsible for the availability, performance or accuracy of, or for the acts or omissions of, the third party provider of the Integrated Software, any POS Provider or any Marketplace Aggregator, nor for any failure, delay, duplication or loss of menu or order data arising within those systems; and
(f)clauses 12.5.3 and 12.5.4 apply to Slerp Menu Manager.
7.4Slerp may substitute the third party provider of the Integrated Software underlying Slerp Menu Manager, or withdraw the functionality, on thirty (30) days written notice to the Partner. Where Slerp withdraws the functionality, the associated fee will cease to apply from the date of withdrawal.
7.5Nothing in clause 4.1.12 prevents the Partner from using Slerp Menu Manager to synchronise data with, or to receive orders from, a Marketplace Aggregator.
7.6Orders received from a Marketplace Aggregator and passed through Slerp Menu Manager do not attract commission, are not processed through Slerp Pay, and are not included in the Applicable Fees for the purposes of any Minimum Fee or of the Early Termination Sum.
8.1The Partner acknowledges that deliveries are undertaken by third party courier providers (‘Selected Carrier’), not by Slerp. Slerp contracts with each Selected Carrier in its own name and makes the resulting delivery capacity available to the Partner through Dispatch. Slerp will facilitate the communication between the Partner and the provider fulfilling its orders and will not be held responsible for any dispute.
8.2Dispatch allocates each Delivery Request to a Selected Carrier using Slerp’s own allocation logic. The Partner may request that particular Selected Carriers be prioritised or excluded, and Slerp will configure Dispatch accordingly on the Partner’s behalf, subject to availability and to the Partner accepting any resulting change in Selected Carrier charges.
8.3If 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 provider’s terms of service. Slerp will submit all the details provided by the Partner to the Selected Carrier provider, include pictures or images as further evidence, highlight the resulting compensation due, and 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.
8.4Where 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 cannot be held responsible and no compensation can be expected from Slerp.
8.5Where the Partner owes an amount to the Selected Carrier as a result of waiting time fees or cancellation fees arising from the Partner’s act or omission, Slerp will deduct this amount from the Partner’s Slerp Pay account or credit card on file.
9.1Selected Carrier charges are based on a distance travelled and vehicle type rate card, which is published in the Slerp Help Centre here and is also available within the Controls Dashboard. VAT is applicable.
9.1.1It is the responsibility of the Partner to define any restrictions on vehicle types in the Controls Dashboard.
9.1.2Pricing may change at any time.
9.2By default, Selected Carrier pricing includes Optimised Delivery Pricing to the Customer, which includes a subsidy paid by the Partner to reduce the delivery cost shown to the Customer in order to drive conversion.
9.2.1This feature is optional and can be turned off by the Partner in the Controls Dashboard, although this is not recommended.
9.2.2The level of subsidisation can be altered by the Partner on request to Slerp.
9.2.3It is the responsibility of the Partner to understand Optimised Delivery Pricing and to ensure it is set correctly for their business. Slerp will not take responsibility for losses incurred due to incorrect settings.
10.1The 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 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.
10.2The Slerp Pay rates, commission rates and Selected Carrier charges applicable to the Partner are set out in the Controls Dashboard under Settings > Accounts & Billing. Any SaaS Fee and any Minimum Fee applicable to the Partner are set out in the Partner Agreement.
10.2.1Slerp Pay costs vary by payment method, card type and issuing region. Slerp Pay pricing is inclusive of gateway fees, interchange and scheme fees, and fraud detection. Slerp Pay costs do not incur VAT.
10.3Transaction Based Fees are dependent on the order status of received orders:
10.3.1Pending or Accepted: all Transaction Based Fees apply;
10.3.2Rejected: Slerp Pay fees apply, no other Transaction Based Fees apply;
10.3.3Partially Refunded: all Transaction Based Fees apply and Selected Carrier fees apply if relevant; and
10.3.4Fully Refunded: Slerp Pay fees apply and Selected Carrier fees apply if relevant.
10.4Charges will also apply in the following cases:
10.4.1Calling an additional Selected Carrier;
10.4.2Shortfall charges to the Slerp Pay account, being where the total checkout amount paid by a Customer is less than the associated Applicable Fees, or where an order is partially refunded and the refund amount is higher than the amount the Partner receives for that order; and
10.4.3Slerp Pay disputes (chargebacks) raised by Customers, which are the responsibility of the Partner. Related dispute charges that are incurred shall be the responsibility of the Partner to pay and manage. Further guidance on the dispute process is published by the payment provider here.
10.5Unless otherwise agreed in writing by the parties, the Applicable Fees will be applicable throughout the Term.
10.6Slerp may change the Applicable Fees from time to time. Slerp will provide the Partner with thirty (30) days advance notice (a “Fee Notice”) prior to any change in Applicable Fees by sending an email to the Account, by providing notice through the Controls Dashboard, or by similar means. Slerp will not be liable to the Partner or to any third party for any modification, price change, suspension or discontinuance of the Platform or any part of it.
10.7Any pricing defined within a Partner Agreement, upon expiry, unless otherwise stated, may move to the then current Applicable Fees.
10.8Applicable Fees for services such as the Consumer App, Composer, Slerp CRM, Loyalty, Wallet Pass and Slerp Menu Manager will apply as set out in the Partner Agreement or as otherwise agreed in writing by the parties.
10.9.1Where the Partner Agreement specifies a SaaS Fee, that fee is payable monthly for each Location for the duration of the Term, whether or not the Partner or that Location transacts through the Platform in that month. The SaaS Fee is payable in addition to Transaction Based Fees.
10.9.2Where the Partner Agreement specifies a Minimum Fee and the Applicable Fees incurred by the Partner in a calendar month are less than the Minimum Fee for that month, Slerp will charge the Partner the shortfall, such that the total charged for that month equals the Minimum Fee.
10.9.3Slerp will charge Applicable Fees by debiting the Slerp Pay account balance and/or the credit card specified within the Controls Dashboard, and will continue to do so until this Agreement is terminated or expires and all outstanding amounts have been paid in full. Unless otherwise indicated, all fees and charges are in Great British Pounds and all payments shall be made in Great British Pounds.
10.10.1If Slerp is unable to process payment of the Applicable Fees using the Slerp Pay account balance or the credit card on file, Slerp will make a second attempt three days later and, if that attempt is unsuccessful, a final attempt three days after that.
10.10.2Where any Applicable Fees remain outstanding following the final attempt, Slerp may, without further notice, take any one or more of the following steps until all outstanding amounts have been paid in full:
(a)suspend or revoke the Partner’s access to the Account and the Platform;
(b)withhold, pause or reduce payouts of funds otherwise due to the Partner from the Slerp Pay account, and apply those funds towards settlement of the outstanding amounts;
(c)increase the commission rate applied to the Partner’s transactions in order to recover the outstanding amounts; and
(d)set off any amounts owed by Slerp to the Partner against any amounts owed by the Partner to Slerp under this Agreement.
10.10.3Amounts recovered under clause 10.10.2 will be applied first against outstanding Applicable Fees and then against Slerp’s reasonable costs of recovery. Where the amount recovered exceeds the total amount owed, Slerp will credit the excess to the Partner. Any increase applied under clause 10.10.2(c) will be removed once all outstanding amounts have been paid in full.
10.10.4The thirty (30) day notice period in clause 10.6 does not apply to any change made under clause 10.10.2(c).
10.10.5The Partner’s Account will be reactivated on payment of all outstanding Applicable Fees together with the Applicable Fees due in the next billing cycle. The Partner will not be able to access the Account during any period of suspension. If outstanding Applicable Fees remain unpaid for sixty (60) days following the date of suspension, Slerp may terminate the Account and seek payment through third party debt collection services, and the Partner shall be liable for Slerp’s reasonable costs of recovery.
10.11Slerp may charge interest on any amount outstanding following the final payment attempt under clause 10.10.1 at the rate of 4% per annum above the Bank of England base rate from time to time, accruing daily from the date the amount fell due until payment in full. This clause is in substitution for, and not in addition to, any statutory right to interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
11.1Slerp may terminate the Agreement immediately by providing written notice to the Partner:
11.1.1in 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
11.1.2where the Partner fails to make payment of the Applicable Fees in accordance with clause 10 (Payment Terms and Pricing).
11.2Either party may terminate the Agreement immediately by providing written notice to the other party if the other party suffers an Insolvency Event.
11.3As per clause 2 (Term of Agreement), automatic renewal of the Term will apply unless notice is given in accordance with clause 2.2.
11.4.1Where a Partner Agreement is in place and this Agreement terminates, or the Partner gives notice of termination, before the end of the then current Term, the Partner shall pay Slerp the Early Termination Sum, plus VAT where applicable. This clause applies however that termination arises, including where Slerp terminates under clause 11.1 or clause 11.5, save where the Partner terminates under clause 11.2 or clause 11.6.
11.4.2The Early Termination Sum is the Remaining Months multiplied by the Monthly Recovery Amount.
11.4.3For the purposes of clause 11.4.2:
(a)“Remaining Months” means the number of months, rounded up to the nearest whole month, from the date on which written notice of termination is given or the date of termination, whichever is earlier, to the end of the then current Term;
(b)“Monthly Recovery Amount” means the greater of (i) the Committed Monthly Fee, calculated using the greater of the number of Locations active on the Platform at that date and the number of Locations specified in the Partner Agreement, and (ii) the Average Monthly Net Revenue; and
(c)“Average Monthly Net Revenue” means the aggregate Applicable Fees charged to the Partner during the twelve complete calendar months preceding that date, or where the Partner has been live on the Platform for fewer than twelve complete calendar months, the period since the Go Live Date, less amounts paid or payable by Slerp to Selected Carriers and to payment providers in respect of that period, divided by the number of complete calendar months in that period.
11.4.4The Early Termination Sum is payable within fourteen (14) days of the date of termination, and Slerp may charge it to the Slerp Pay account balance and/or the credit card on file. Slerp will provide the Partner with a summary of the calculation on request. The parties acknowledge that the Early Termination Sum represents a reasonable estimate of the revenue Slerp would have received had this Agreement continued to the end of the then current Term.
11.4.5Where no Partner Agreement is in place, no Early Termination Sum is payable and the notice period specified in clause 2.2 shall apply on an ongoing basis.
11.5Slerp 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 4 (Restrictions on the Licence and Partner Obligations).
11.6The Partner may terminate the Agreement by giving written notice to Slerp where Slerp is in material breach of this Agreement and has failed to remedy that breach within thirty (30) days of receiving written notice specifying the breach and requiring it to be remedied. Where the Partner terminates under this clause 11.6, no Early Termination Sum is payable.
11.7Upon termination of the Agreement for any reason:
11.7.1the Partner’s rights under the Agreement shall cease but the restrictions and obligations set out in clause 4 shall survive termination;
11.7.2the 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
11.7.3the provisions of clauses 4.2, 4.3, 10.11, 11.4, 13 (Data Ownership and Intellectual Property), 14 (Data Protection) and 15 (Confidentiality), together with those clauses the survival of which is necessary for the interpretation or enforcement of the Agreement, shall survive termination.
11.8Upon 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.
11.9Where 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.
12.1The 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. Neither Slerp nor its licensors warrant that the Platform nor the Slerp Platform Data will be error-free or down-time free.
12.2Nothing 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.
12.3Slerp 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:
12.3.1any loss of revenues, profits, contracts, business or anticipated savings;
12.3.2any loss of goodwill or reputation;
12.3.3any special, indirect or consequential losses;
12.3.4any 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;
12.3.5any customer abuse of loyalty programmes which are at the control of the Partner; or
12.3.6any loss arising from the acts, omissions, availability or performance of any provider of Integrated Software, any POS Provider or any Marketplace Aggregator,
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.
12.4The maximum aggregate liability of Slerp and its licensors 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 Fees paid to Slerp in such 12 month period.
12.5The Partner agrees that:
12.5.1the 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, consultants and licensors 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;
12.5.2the Partner is responsible for the Partner System (including interfaces required to access and make use of the Platform);
12.5.3the Partner is responsible for complying with the terms and conditions of any third party service provider, including Selected Carriers, payment providers, POS Providers, Marketplace Aggregators and providers of Integrated Software. Slerp has no responsibility for the service provided by such third parties;
12.5.4the 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; and
12.5.5in 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 its QR codes, appropriate configuration, and/or tablets and training of its 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.
13.1The 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 its licensors, 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 and its licensors.
13.2Slerp hereby grants to the Partner:
13.2.1a non-exclusive, non-transferable, royalty-free licence to access the Slerp Platform Data through the Controls Dashboard and, where made available, the Slerp API, to the extent specified in the Slerp Platform Documentation; and
13.2.2a 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 3 (Grant of Licence) shall be subject to Slerp’s prior written approval.
13.3The 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.
13.4Slerp may collect, generate and use aggregated and de-identified data derived from use of the Platform for the purposes of operating, securing, analysing, benchmarking and improving the Platform and Slerp’s products and services, developing new products and services, and producing market insights and reporting, provided that such data does not identify the Partner, any Location or any Customer. Such data is and remains the sole property of Slerp and may be retained and used following termination of the Agreement.
14.1The parties acknowledge and agree that, in respect of Request Personal Data, they act as joint Data Controllers to the extent that they jointly determine the purposes and means of the Processing required to receive, accept and fulfil an Order Request. Schedule 2 sets out the arrangement between the parties for the purposes of Article 26 of the UK GDPR.
14.2Slerp is the sole Data Controller in respect of Processing that Slerp determines for its own purposes, including platform security and fraud prevention, service integrity and troubleshooting, internal performance measurement, aggregated analytics and reporting, the operation of Dispatch and the allocation of Delivery Requests to Selected Carriers, Slerp’s own inbound Customer support, and compliance with legal obligations.
14.3The parties acknowledge that each Selected Carrier, payment provider, POS Provider and Marketplace Aggregator acts as an independent Data Controller in respect of the Personal Data it receives and Processes for its own purposes.
14.4The 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.
14.5The Partner is the sole Data Controller in respect of, and is solely responsible for, all marketing communications sent to Customers, including the lawful basis for those communications, the capture and currency of any consent, and compliance with the Privacy and Electronic Communications Regulations 2003. Slerp records within the Platform the marketing preference indicated by a Customer at Checkout and makes that record available to the Partner. Slerp does not send marketing communications to Customers on its own behalf.
14.6When using an integrated CRM system:
14.6.1the Partner confirms that it has undertaken the necessary diligence of the CRM provider and is satisfied with that provider’s compliance with all applicable laws; and
14.6.2the Partner has the right to send data to the account details provided for the integration.
14.7When using Slerp CRM, data transferred to Slerp CRM is covered by the privacy policy of the provider of that Integrated Software, a current link to which is available from Slerp on request.
14.8Slerp maintains a list of the third parties, including providers of Integrated Software, to which Request Personal Data may be disclosed in connection with the Platform. That list is available to the Partner on request and Slerp will notify the Partner of material additions to it.
15.1The 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.
16.1Notwithstanding 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 clause 15 (Confidentiality), this clause does not prevent the Partner from entering into agreements for the provision of services with Marketplace Aggregators or POS Providers.
17.1Save as set out in this clause 17.1, and 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. Each licensor of Integrated Software forming part of the Platform, including the provider of the Integrated Software underlying Slerp Menu Manager, may rely upon and enforce the terms of clauses 4.1, 4.3, 4.4, 12.1, 12.4 and 13.1 as they relate to that licensor’s Integrated Software as if it were a party to the Agreement. No consent of any such licensor is required for any variation to, or rescission 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.
17.2The 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.
17.3The 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.
17.4Slerp may amend these Terms and Conditions from time to time. Slerp will notify the Partner of any material amendment by email to the Account, by notice through the Controls Dashboard, or by similar means, at least thirty (30) days before the amendment takes effect. The Partner’s continued use of the Platform after the amendment takes effect constitutes acceptance of the amended Terms and Conditions. Any amendment to a Partner Agreement must be made in writing and signed by both parties.
17.5If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
17.6Any notice given under the Agreement shall be in writing and shall be delivered by email to, in the case of notice to Slerp, the email address published for that purpose on Slerp’s website, and in the case of notice to the Partner, the email address associated with the Account, or by pre-paid first class post to the registered office of the recipient. A notice sent by email is deemed received at the time of transmission or, if sent outside business hours, at 9.00 a.m. on the next business day. A notice sent by post is deemed received on the second business day after posting. This clause does not apply to the service of any proceedings or other documents in any legal action.
17.7In 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.
17.8The 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 clause shall confer no rights on the purported assignee. Slerp may assign or transfer its rights and obligations under the Agreement as part of a reorganisation, merger, acquisition or sale of assets.
17.9A 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 shall 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.
This Schedule 2 constitutes the arrangement between the parties required by Article 26 of the UK GDPR.
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 14, each party shall act as a joint Data Controller in respect of the Request Personal Data.
3.The parties agree that the Request Personal Data may include the following types of Personal Data:
3.1Payer: name, email address, phone number, billing address, delivery address;
3.2Recipient: name, email address, phone number, delivery address;
3.3and that such Request Personal Data shall be Processed by the parties for the purpose of receiving, accepting and fulfilling an Order Request, including the delivery of a requested product of the Partner; and
3.4shall be disclosed by the parties to the following recipients: Selected Carriers, payment providers, providers of Integrated Software, and as between Slerp and the Partner, and at the Partner’s request to any third party nominated by the Partner.
4.Each party shall, in relation to the Request Personal Data:
4.1subject 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;
4.2promptly notify the other party in the event that it receives updates or corrections to any of the Request Personal Data;
4.3ensure that it only shares the Request Personal Data with the other party in a secure manner;
4.4provide reasonable assistance, information and cooperation where requested by the other party in respect of data protection matters, including in respect of (a) 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; (b) 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; (c) 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 (a “Security Breach”); and (d) 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;
4.5notify 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), 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, in the event of any investigation or enforcement activity by the Information Commissioner or any other regulator, or in the event of any Security Breach; and
4.6retain Request Personal Data only for as long as is necessary for the purposes set out in paragraph 3 and to meet legal, accounting, contractual and operational requirements, and thereafter delete it in a secure manner and in accordance with good industry practice. Slerp’s retention periods are set out in Slerp’s data retention policy, which is available to the Partner on request.
5.The Partner shall:
5.1ensure 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;
5.2be 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
5.3at the request of Slerp for the purpose of satisfying its obligations under the Data Protection Legislation, provide each Data Subject of Request Personal Data with additional fair processing notices and/or 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.Allocation of responsibilities. As between the parties, and without prejudice to the right of a Data Subject to exercise rights against either party:
6.1the Partner is the point of contact for Data Subjects and is responsible for responding to requests by Data Subjects to exercise their rights under the Data Protection Legislation in respect of Request Personal Data, and Slerp shall provide the Partner with reasonable assistance to enable it to do so;
6.2Slerp is responsible for notifying the Information Commissioner and, where required, affected Data Subjects of any Security Breach originating within the Platform, and the Partner is responsible for such notification in respect of any Security Breach originating within the Partner System or the Partner’s own systems or processes;
6.3Slerp is responsible for the technical and organisational measures applied to Request Personal Data while it is held within the Platform, and for putting in place appropriate safeguards recognised under the Data Protection Legislation in respect of any transfer of Request Personal Data outside the United Kingdom effected by Slerp; and
6.4the Partner is responsible for the technical and organisational measures applied to Request Personal Data once it has been extracted from the Platform by the Partner or transferred at the Partner’s request to a third party nominated by the Partner.
7.The parties acknowledge that, as joint Data Controllers, they may be jointly and severally liable to a Data Subject under Article 82 of the UK GDPR. As between the parties, each party shall be responsible for that proportion of any liability, loss or cost which corresponds to its own responsibility for the damage caused.
8.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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