1. These terms
1.1. By registering as a restaurant supplier (“Restaurant”, “you” ) on our website https://soupnsidesxpress.co.uk/ (our Site) you confirm that you accept these terms and conditions and that you agree to comply with them.
1.2. Please read these terms and conditions carefully before you register on our Site to become a restaurant supplier.
2. There are other terms that may apply to you
2.1. These terms and conditions refer to the following additional terms, which also apply to your use of our Site as a restaurant:
3. Who we are and how to contact us
3.1. https://soupnsidesxpress.co.uk/ is a website operated by Soup’N’Sides Xpress Ltd (“us”, “we”, “our”). We are registered in England and Wales under company number 11383141 and have our registered office at Concord Business Centre, Nottingham Road, New Basford, United Kingdom NG7 7FF .
3.2. You can contact us by telephoning 0115 671 2797 or by writing to us at email@example.com or Concord Business Centre, Nottingham Road, New Basford, United Kingdom NG7 7FF
4. How we may contact you
4.1. We may need to contact you about an order, an event booking placed through our Site by our customers or your Portal. We will do so by telephone or by writing to you at the email address you provided us with when you registered as a restaurant with us.
4.2. You must notify us promptly if your contact details change.
4.3. “in writing” includes emails. When we use the word “writing” or “written” in these terms, this includes email.
5. We may make changes to these terms. We amend these terms from time to time. Every time you wish to use our Site, please check these terms to ensure you understand the terms that apply at that time. These terms were most recently updated on 03/12/2019.
6. What do these terms cover
6.1. Our Site provides a platform whereby members of the public (the Customer) may place an order (Order) for your food and drink products from your menu (Products) displayed on our Site. The contract for the supply, purchase and delivery of the Products where you select a Standard Package is between you and the Customer. The contract for the supply and purchase of the Products where you select a Premium Package is between you and the Customer. We act as an intermediary whereby we display your menu on our Site and we conclude orders by the Customer for the Products. Where you select a Premium Package we will also manage delivery of an Order through a third-party delivery company (Third-Party Delivery Partner).
6.2. These terms and conditions govern your responsibilities to the Customer and how you may use our Site.
7. Joining us as a Restaurant
7.1. To join us as a Restaurant and to be able to display your menu on our Site you need to register your restaurant with us by selecting ‘Register Restaurant’ on our Site.
7.3. Before we agree to register you as a Restaurant on our Site we require sight of the following documentation:
7.3.1. Business registration documentation;
7.3.2. Public liability insurance documentation;
7.3.3. Food hygiene rating;
7.3.4. Health and safety certificate;
7.3.5. your menu.
7.4. Once we are satisfied that you have provided us with the information listed in clause 7.3, we shall send you a confirmation email to confirm that you have been registered as a Restaurant on our Site (Confirmation Email) and the contract between you and us will come into existence.
7.5. Subject to clauses 12 and 13 once you receive a Confirmation Email from us you will be able to log in to your online portal using your username and password (your Portal) and upload your menu (your Menu).
8. Premium Package Orders for Products
8.1. When registering as a Restaurant on our Site you must select either our standard package (Standard Package) or our premium package (Premium Package).
8.2. If you select the Premium Package, we shall manage delivery of the Customer’s Order through a Third-Party Delivery Partner.
8.3. You will be notified of an Order placed by a Customer via text message, email and via your Portal.
8.4. Subject to clause 8,5, upon the Order being ready for delivery to the Customer you shall immediately change the status of the Order on your Portal to “ready for collection” whereby the Third-Party Delivery Partnerwill automatically be informed of and provided with:
8.4.1. your Restaurant address that the Order shall be collected from by the Third-Party Delivery Partner;
8.4.2. the first name of the Customer, their telephone number and the delivery address.
8.5. Any failure to comply with clause 8.4 resulting in an Outstanding Complaint (as defined in clause 9.4) will result in that transaction being subject to clause 9.4.
8.6. Where you select a Premium Package, once you receive notification of an Order made by a Customer pursuant to clause 8.3you enter into a contract with the Customer to supply the Products and you shall use all best endeavours to fulfil such Order for the Products.
8.7. We understand that in some circumstances you may be unable to accept an Order made through our Site due to reasons beyond your reasonable control. Where you receive a notification of an Order made by a Customer pursuant to clause 8.3, you may accept or reject the Order at your sole discretion.
8.8. A Customer will automatically be informed of your decision to either accept or reject an Order under clause 8.7
8.9. If you do not accept or reject an Order within 5 minutes of being notified pursuant to clause 8.3, the Order will automatically be cancelled and the Customer will automatically be informed.
8.10. Where you reject an Order under clause 8.7 or where you do not accept or reject an Order in accordance with clause 8.9, you acknowledge and agree that the Customer shall be refunded all sums paid by them to the same method of payment made and that no further payment shall be due to you for that Order.
8.11. Where we or you receive a complaint from a Customer about the Products, you are responsible for ensuring that the complaint is dealt with promptly and to the Customer’s reasonable satisfaction.
8.12. We shall not be liable to you for any refunds due to the Customer for a complaint regarding the Products.
9. Our commission for Premium Package
9.1. When an order is placed through our Site for your Products you will be automatically notified via email, text message and via your Portal.
9.2. Where you select a Premium Package, payment for the Order by the Customer will be made directly to us through our Site.
9.3. Subject to clause 9.4 we shall not be obliged to transfer any sums to you in connection with any Order made during each day until 24 hours after the Order has been delivered to the Customer. You accept that for Orders made during a weekend or bank holiday you may not receive any sums from us in connection with that Order until the following Business Day.
9.4. We shall not be obliged to transfer any sums to you in connection with any Order where an outcome satisfactory to the Customer has not been achieved including but not limited to complaints by a Customer for:
9.4.1. non-delivery of an Order due to a failure by the Restaurant to comply with clause 8.4;
9.4.2. late delivery of an Order due to a failure by the Restaurant to comply with clause 8.4;
9.4.3. poor quality and standard of Products
9.5. Subject to clause 9.3 we shall transfer payment received for the Products to you, less 25% of the total cost of the order paid by the Customer (our Premium Package Commission Rate).
9.6. We reserve the right to change our Premium Package Commission Rate at any time by providing you with 1 months’ prior notice.
10. Standard Package Orders for Products
10.1. You will be notified of an Order placed by a Customer via text message, email and via your Portal.
10.2. Where you select a Standard Package once you receive notification of an order made by a Customer pursuant to clause 10.1 you enter into a contract with the Customer to supply and deliver the Products and you shall use all best endeavours to fulfil such order for the Products and deliver such products within the estimated delivery time displayed on our Site for your Restaurant.
10.3. Subject to clause 10.2, if you are unable to deliver the Products to the Customer within the estimated delivery time displayed on our Site for your Restaurant you shall contact the Customer immediately to inform them of your reasons for the delay and promptly provide the Customer with a new expected delivery time (New Expected Delivery Time).
10.4. The Customer may in its sole discretion cancel the Order if they do not accept the New Expected Delivery Time.
10.5. You acknowledge and agree that the Customer shall be refunded all sums paid by them to the same method of payment made and that no further payment shall be due to you for that Order where they do not agree to the New Expected Delivery Time.
10.6. We understand that in some circumstances you may be unable to accept an order made through our Site due to reasons beyond your reasonable control. Where you receive a notification of an Order made by a Customer pursuant to clause 10.1, you may accept or reject the Order at your sole discretion.
10.7. A Customer will automatically be informed of your decision to either accept or reject an Order under clause 10.6.
10.8. If you do not accept or reject an Order within 5 minutes of being notified pursuant to clause 10.1, the Order will automatically be cancelled and the Customer will automatically be informed.
10.9. Where you reject an order under clause 10.6 or where you do not accept or reject an Order in accordance with clause 10.8, you acknowledge and agree that the Customer shall be refunded all sums paid by them to the same method of payment made and that no further payment shall be due to you for that order.
10.10. Where we or you receive a complaint from a Customer about the Products, you are responsible for ensuring that the complaint is dealt with promptly and to the Customer’s reasonable satisfaction.
10.11. We shall not be liable to you for any refunds due to the Customer for a complaint regarding the Products.
11. Our commission for Standard Package
11.1. When an Order is placed through our Site for your Products you will be automatically notified via email, text message and via your Portal.
11.2. Where you select a Standard Package payment for the Order by the Customer will be made either:
11.2.1. directly to us where the Customer opts to pay for the Products through our Site; or
11.2.2. directly to you where the Customer opts to pay in cash on delivery of the Products by you.
11.3. Subject to clause 11.4, we shall not be obliged to transfer any sums to you in connection with any Order made during each day until 24 hours after the Order has been completed. You accept that for Orders made during a weekend or bank holiday you may not receive any sums from us in connection with that Order until the following Business Day.
11.4. We shall not be obliged to transfer any sums to you in connection with any Order where an outcome satisfactory to the Customer has not been achieved including but not limited to complaints by a Customer for:
11.4.1. non-delivery of an Order;
11.4.2. late delivery of an Order;
11.4.3. poor quality and standard of Products
11.5. Subject to clauses 11.3 and 11.4 where we receive payment for the Products directly from the Customer, we shall transfer payment received for the Products to you, less 11% of the total cost of the order paid by the Customer (our Standard Package Commission Rate). For the avoidance of doubt, reference to the total cost of the order in this clause 11.5 includes delivery costs paid by the Customer.
11.6. Where you receive a cash payment for the Products directly from the Customer on delivery, you are obliged to transfer our Standard Package Commission Rate to the following bank account within 3 business days of completion of delivery of the Products:
11.6.1. Soup’N’Sides Xpress Ltd
Sort code: 30-98-97
Account number: 63151660
11.7. We reserve the right to change our Standard Package Commission Rate at any time by providing you with 1 months’ prior notice.
12. Your Portal and our Content Standards
12.1. Once you are registered as a Restaurant on our Site you will be permitted to upload your Menu on to our Site through your Portal and respond to reviews made by Customers relating to your Restaurant subject to this clause 12.
12.2. Your Menu will be verified by us before it goes live on our Site.
12.3. Whenever you make use of a feature that allows you to upload content to our Site, or to make contact with other users of our Site, you must comply with the content standards set out in this clause 12.
12.4. You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
12.5. Any content you upload to our Site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of our site a limited licence to use, store and copy that content and to distribute and make it available to third parties.
12.6. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Site constitutes a violation of their intellectual property rights, or of their right to privacy.
12.7. We have the right to remove any posting you make on our Site if, in our opinion, your post does not comply with the content standards set out in this clause 12.
12.8. You are solely responsible for securing and backing up your content.
12.9. These content standards apply to any and all material which you contribute to our Site (Contribution), and to any interactive services associated with it.
12.10. The Content Standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole.
12.11. We will determine, in our discretion, whether a Contribution breaches the Content Standards.
12.12. A Contribution must:
12.12.1. be accurate (where it states facts)
12.12.2. be genuinely held (where it states opinions)
12.12.3. comply with the law applicable in England and Wales and in any country from which it is posted.
12.13. A Contribution must not:
12.13.1. be defamatory of any person
12.13.2. be obscene, offensive, hateful or inflammatory
12.13.3. bully, insult, intimidate or humiliate
12.13.4. promote sexually explicit material
12.13.5. include child sexual abuse material
12.13.6. promote violence
12.13.7. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age
12.13.8. infringe any copyright, database right or trade mark of any other person.
12.13.9. be likely to deceive any person
12.13.10. breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence
12.13.11. promote any illegal activity
12.13.12. be in contempt of court
12.13.13. be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety
12.13.14. be likely to harass, upset, embarrass, alarm or annoy any other person.
12.13.15. impersonate any person, or misrepresent your identity or affiliation with any person
12.13.16. give the impression that the Contribution emanates from us, if this is not the case
12.13.17. advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse
12.13.18. contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism
12.13.19. contain any web links to other sites
13. Prohibited uses
13.1. You may use our Site only for lawful purposes. You may not use our Site:
13.1.1. in any way that breaches any applicable local, national or international law or regulation.
13.1.2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
13.1.3. for the purpose of harming or attempting to harm minors in any way.
13.1.4. to bully, insult, intimidate or humiliate any person.
13.1.5. To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards [INSERT AS LINK TO CONTENT STANDARDS ABOVE].
13.1.6. to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
13.1.7. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
13.2. You also agree:
13.2.1. not to reproduce, duplicate, copy or re-sell any part of our Site in contravention of the provisions of these terms and conditions.
13.2.2. not to access without authority, interfere with, damage or disrupt:
188.8.131.52. any part of our Site;
184.108.40.206. any equipment or network on which our Site is stored;
220.127.116.11. any software used in the provision of our Site; or
18.104.22.168. any equipment or network or software owned or used by any third party.
14. Breach of our Content Standards
14.1. When we consider that a breach of clauses 12 or 13 has occurred, we may take such action as we deem appropriate.
14.2. Failure to comply with clauses 12 and 13 constitute a material breach of these terms and conditions upon which you are permitted to use our Site, and may result in our taking all or any of the following actions:
14.2.1. Immediate, temporary or permanent withdrawal of your right to use our Site.
14.2.2. Immediate, temporary or permanent removal of any Contribution uploaded by you to our Site.
14.2.3. Issue of a warning to you.
14.2.4. Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
14.2.5. Further legal action against you.
14.2.6. Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.
14.3. We exclude our liability for all action we may take in response to breaches of clauses 12 or 13. The actions we may take are not limited to those described above, and we may take any other action we deem reasonably appropriate.
15. Our Featured Service
15.1. In addition to uploading your Menu on our Site you may wish to display your Restaurant on our homepage (our Featured Service).
15.2. If you select a Premium Package you will benefit from our Featured Service without any additional charge.
15.3. If you select a Standard Package and wish to benefit from our Featured Service we require a fee as follows which is payable to our bank account. Details of which are set out in clause 11.6.1.
30 day feature – £50.00
6 calendar month feature – £180.00
1 year feature – £320.00
We reserve the right to review our fees for the Featured Service as set out above at any time without notice to you.
15.4. Once payment has been received and acknowledged by us your Restaurant will feature on the homepage of our Site for the period of time as paid for (as set out in clause 15.3).
15.5. After expiry of the period specified in clause 15.3 we shall remove the Restaurant from the homepage of our Site and you will no longer benefit from our Featured Service unless you pay us a further fee in accordance with this clause 15.
15.6. We reserve the right to change our fee for the Featured Service at any time without notice to you.
16. Event Bookings
16.1. When you register as a Restaurant on our Site you may also opt to benefit from event bookings at no extra cost.
16.2. The event booking option on our Site allows Customers to select a Restaurant to supply catering for an event (Events).
16.3. If you choose to opt to benefit from our event option you may use your Portal to input your availability dates for Events. Our Site will display each Restaurants availability date to the Customer.
16.4. If the Customer selects your Restaurant for an Event they shall be prompted to complete a form detailing the proposed date, time, type of catering required and number of people for the Event (Reservation). Upon submission of this form the selected Restaurant will be sent an automatic notification giving further details of the Reservation.
16.5. You may contact us to accept the Reservation and we shall confirm the Reservation with the Customer.
16.6. If you are unable to accept the Reservation you are obliged to let us know promptly and we shall inform the Customer.
16.7. The price paid by the Customer for the Reservation will reflect the prices of the Products ordered.
16.8. The Customer shall not be permitted to pay for Reservations in cash.
16.9. Subject to clause 16.10 we shall transfer an initial 50% of the total cost of the Reservation. The balance of the Reservation for the Event shall be paid to you once the Event has been completed.
16.10. We shall deduct our commission fee of 7% before we transfer any sums to you for the Reservation (including deductions for additional charges) (Event Commission Fee).
17. Event bookings – refunds, cancellations and changes
17.1. Where you need to cancel a Reservation you may only do so due to reasons beyond your reasonable control and you must contact us promptly so that we may inform the Customer. In the circumstance where you cancel a Reservation we shall refund to the Customer all sums previously paid to us for the Reservation.
17.2. A Customer may cancel a Reservation up to 3 days before the proposed date of the event and we shall refund to the Customer all sums previously paid to us for the Reservation.
17.3. If the Customer cancels a Reservation after the period set out in clause 17.2 we shall not refund any sums previously paid by the Customer for the Reservation. All non-refunded sums shall be transferred to you in accordance with clause 16.9.
17.4. Subject to clause 17.5 if a Customer contacts us to make changes to a Reservation we shall promptly inform you of the requested change. You shall let us know whether you accept or reject the change to the Reservation without undue delay and we shall inform the Customer of the same.
17.5. If you accept a change to a Reservation you shall let us know if any applicable additional charges are payable by the Customer. Payment of any additional charges by the Customer in connection with this clause 17.5 shall be made to you in accordance with clause 16.10.
18. Your obligations
18.1. At all times whilst you are registered with us your Restaurant must have and you warrant it:
18.1.1. has a valid Food Hygiene certificate in place;
18.1.2. has a Food Standard Rating of at least 3;
18.1.3. has a Food Premises approval licence in place and that you are registered with your local council for this purpose;
18.1.4. has suitable valid public liability insurance in place with a reputable insurer;
18.1.5. has adequate procedures in place to comply with:
22.214.171.124. the Food Safety (General Food Hygiene) Regulations;
126.96.36.199. the Food Standards Act 1999;
188.8.131.52. the Food Safety Act 1990;
184.108.40.206. the Food Information Regulations 2014; and
220.127.116.11. all other applicable laws, codes, regulations.
18.2. You acknowledge and agree that we may at any time request copies of any certificates, licences, insurance certificates and schedules or other applicable information in order to check your compliance with the above clause 18.1.
18.3. You undertake that your Restaurant shall:
18.3.1. provide each and every Product ordered by the Customer to the Customer; and
18.3.2. that each and every Product is:
18.104.22.168. of a quality standard;
22.214.171.124. hot (where applicable);
126.96.36.199. (where you select a Standard Package) delivered to the Customer on time (as per the estimated delivery times displayed on our Site for your Restaurant); and
188.8.131.52. to the delivery address provided by the Customer (if applicable) or
184.108.40.206. (where you select a Premium Package) that the Third Party Delivery Partner is notified that the Products are ready for collection in accordance with clause 8.3.
19. Your Menu
19.1. You acknowledge and you must ensure that:
19.1.1. your Menu displays, precise, accurate and up to date information on each Product including information on all precise allergens contained in each Product and information on intolerances;
19.1.2. you clearly and accurately display your minimum order price on our Site;
19.1.3. you clearly and accurately display your delivery price on our Site;
19.1.4. you clearly and accurately display your estimated delivery times on our Site;
19.1.5. you clearly and accurately display the correct price of each Product on our Site;
19.1.6. (where you select a Standard Package) you clearly and accurately display the exact geographical locations you shall deliver Orders to or your delivery radius.
19.2. You acknowledge and agree that you are not permitted to sell any age restricted products on our Site including but not limited to, alcohol, tobacco and cigarettes.
20. Data Protection
In this clause 20 the following definitions apply:
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
Personal Data: means any information relating to an identified or identifiable natural person that is processed by you as a result of, or in connection with, the provision of the services as a Restaurant under these terms and conditions; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
Processing, processes and process: either any activity that involves the use of Personal Data or as the Data Protection Legislation may otherwise define processing, processes or process. It includes any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Processing also includes transferring Personal Data to third parties.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
20.1. You agree that you will only process the Personal Data to the extent, and in such a manner, as is necessary for you to fulfil an Order for the Products by the Customer. You agree that you will not process the Personal Data for any other purpose or in a way that does not comply with these terms and conditions or the Data Protection Legislation.
20.2. You must promptly comply with any request or instruction by us requiring you to amend, transfer, delete or otherwise process the Personal Data, or to stop, mitigate or remedy any unauthorised processing.
20.3. You agree that you will maintain confidentiality of all Personal Data and that you will not disclose, sell or transfer Personal Data to third parties unless we specifically authorise disclosure, or as required by law. If a law, court, regulator or supervisory authority requires you to process or disclose Personal Data, you must first inform us of the legal or regulatory requirement and give us an opportunity to object or challenge the requirement, unless the law prohibits such notice.
20.4. You agree to indemnify, keep indemnified and defend at your own expense us against all costs, claims, damages or expenses incurred by us or for which we may become liable due to any failure by you or your employees, subcontractors or agents to comply with any of your obligations under these terms and conditions or the Data Protection Legislation.
20.5. You must at all times implement appropriate technical and organisational measures against unauthorised or unlawful processing, access, disclosure, copying, modification, storage, reproduction, display or distribution of Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data.
20.6. You must implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate:
20.6.1. the pseudonymisation and encryption of personal data;
20.6.2. the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
20.6.3. the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and
20.6.4. a process for regularly testing, assessing and evaluating the effectiveness of security measures.
21.1. You acknowledge that we may end our contract with you and remove you as a Restaurant on our Site with immediate effect and without notice to you in the following circumstances:
21.1.1. you fail to comply with clauses 12,13,18,19 and 20;
21.1.2. you fail to transfer our Standard Package Commission Rate due to us in accordance with clause 11.6;
21.1.3. (where you select a Standard Package) you fail to deliver the Products to the Customer (including the Products for Reservations);
21.1.4. where we receive a series of complaints from Customers about the Products or the Restaurant (whether or not they are from the same Customer);
21.1.5. where in our reasonable opinion we receive a substantial complaint from a Customer about the Products or the Restaurant;
21.1.6. you commit a breach of any of these terms and conditions and (if such a breach is remediable) you fail to remedy that breach within 2 days of you being notified in writing to do so;
21.1.7. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
21.1.8. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
21.1.9. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under these terms and conditions has been placed in jeopardy.
21.2. On termination of our contract with you we will not be obliged to refund you any monies paid to us whatsoever in connection with charges paid for our Featured Service and your Restaurant shall be removed from our Site.
21.3. You may terminate your contract with us upon 1 months’ prior notice if we change our Standard Package Commission Rate or Premium Package Commission Rate or Event Commission Fee.
21.4. Termination of our contract with you will not affect your or our rights and remedies that have accrued as at termination.
21.5. Any provision of these terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
22.1. Nothing in these terms and conditions shall limit or exclude our liability for:
22.1.1. death or personal injury caused by our negligence;
22.1.2. fraud or fraudulent misrepresentation; or
22.1.3. any matter in respect of which it would be unlawful for us to exclude or restrict liability.
22.2. Subject to clause 22.1:
22.2.1. we shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any direct or consequential loss arising under or in connection with these terms and conditions; and
22.2.2. our total liability to you in respect of all other losses arising under or in connection with these terms and conditions, whether in contract, tort (including negligence) breach of statutory duty, or otherwise, shall in no circumstances exceed:
220.127.116.11. 100% of the Standard Package Commission Rate we received in the previous 12-month period under clause 11 or 100% of the Premium Package Commission Rate we received in the previous 12-month period under clause 9 (as applicable);
18.104.22.168. 50% of the fees paid by you in the previous 12-month period under clause 15; or
22.214.171.124. 100% of the Event Commission Fee we received in the previous 12-month period under clause 16
each as applicable.
23. Other important terms
23.1. Assignment and other dealings. We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights or obligations under these terms and conditions. You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under these terms and conditions without our prior written consent.
23.2. Entire agreement.
23.2.1. These terms and conditions constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
23.2.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
23.3.1. Any notice or other communication given to a party under or in connection with these terms and conditions shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
23.3.2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Clause 23.3.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.
23.3.3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
23.3.4. For the purposes of this clause 23.3 Business Day shall mean a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
23.4. Severance. Each of the clauses in these terms and conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
23.5. Waiver. No failure or delay by a party to exercise any right or remedy provided under these terms and conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
23.6. Third party rights. No one other than a party to these terms and conditions shall have any right to enforce any of its terms.
23.7. Governing Law and Jurisdiction. These terms and conditions, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms and conditions or their subject matter or formation.