PARTNER TERMS AND CONDITIONS

Last updated 1 July 2024

 

These terms apply to your access to and use of Limootorsh’s Online Market on limootorsh.com and on our mobile app (the Platform). This service is provided by Limootorsh or us (The Limootorsh brand and business is owned by NA & SH LTD company number 15123940).

 

Hanovia House Suite 101, 30 Eastman Road, London, United Kingdom, W3 7YG.

 

By accepting a ‘Delivery’ order on the Platform you confirm that:

  • You have authority to do so and to bind the person or company you are accepting for.
  • You accept our offer to provide the Online Market on these terms.
  • You agree to and will comply in full with these terms.
  • Your satisfactory completion of certain checks (including ID and food hygiene rating checks) required by Limootorsh from time to time is a condition of this contract coming into effect.

This forms a contract between you and Limootorsh, which commences on the later of the date of your acceptance and the date on which you have completed Limootorsh’s onboarding checks from time to time to Limootorsh’s satisfaction. You should save a copy of these terms for your records.  We may make changes to these terms, so check back here from time to time. We’ll notify you of material changes before they happen. If you access or use the Online Market after being notified of a change, you’re deemed to have accepted that change.

 

If you have questions about these terms or our Online Market please contact us through email and WhasApp. You may also find answers to your questions here.

 

If we need to contact you, we will do so via the email address and WhatsApp number you have provided to us so please ensure you keep us updated of any changes to your email address.

 

Online Market

Through its Online Market, Limootorsh will provide you with an online ordering process that enables customers to place orders with you for delivery on the Platform in the UK (Delivery Orders)

 

The Delivery Orders will be delivered by your own fleet of delivery drivers (Your Drivers).

 

Limootorsh will provide support and maintenance for the Platform – see more on this below.

 

By signing up to Online Market, you authorise Limootorsh to act as your agent to solicit, promote and conclude contracts for Online Market orders in your name and on your behalf.

 

Customer payments made in respect of orders placed with you through the Online Market will be split through a PayPal client account. Your commission from each order will be automatically deposited into your business PayPal account immediately after the customer’s payment has been processed.

 

Online Market Fees

Your use of Online Market is subject to our applicable Admin Fee. Our Admin Fee is calculated as 15% – 20% of the subtotal invoice amount for each Delivery Order (Admin Fee). Additionally, a GBP1 Service Fee will be added to each invoice, which is paid by the customer.

 

The commission amount depends on the services we provide. You can choose between a 15% commission plan or a 20% commission plan when you are registering your store on the registration form.

 

You will be paid for each order an amount equal to the total invoice amount for your Delivery Orders, less the Admin Fee, the GBP1 Service Fee, and the Transaction Fee. Please note that it may take 1-2 business days for PayPal to pay your commission after the order’s date.

 

We have no involvement in the processing of payments. PayPal will automatically make this payment by split client account transfer to the business PayPal account you have registered with us. [You must cooperate with us so that we can comply with our VAT accounting obligations.]

 

In addition to the Admin Fee and Service Fee, there will be a Transaction Fee applied to each order. This Transaction Fee is charged by PayPal for processing the payment and will be reflected in the commission amount paid to you. The exact Transaction Fee for each order will be clearly displayed in your business PayPal account.

 

What we provide for you

  • If you are new to Limootorsh, when you accept these terms we will onboard you onto our Platform. You agree that we may subcontract part of the onboarding process.
  • We will, subject to our rights to suspend your use of Online Market under these terms, display your site/s and menu items on the Platform as available for Delivery Orders.
  • We will facilitate and implement an online ordering process which will enable customers to place and pay for Delivery Orders on the Platform (Online Market).
  • Carry out marketing and advertising activities to promote Online Market using social media platforms.
  • Ensure the Platform is secure, fast, responsive and up-to-date to provide an optimal user experience for you and customers.
  • Provide reports to you through the Admin Panel for you to track your sales income.

  • We will provide you with an Android tablet to manage your products, orders, and sales reports.

 

What you need to do

You must do the following:

 

Onboarding and set-up

  • Comply with our Food and Hygiene and Safety Policy
  • Provide all information, materials and assistance reasonably required by Limootorsh to onboard you to the Platform or launch Online Market for you.  You must ensure that the information you provide to Limootorsh and customers in or in respect of your use of Online Market is complete and accurate in all material respects.
  • If you are new to the Platform, provide us with accurate descriptions of menu items to be offered in Online Market (including any relevant allergen advice and applicable VAT amounts). You agree that:

(a) We may make limited and reasonable edits to menu item descriptions from time to time (including where legally required);

(b) To ensure a great customer experience, the prices for the menu items you provide for display on the Platform should be the same as the prices for menu items published in your dine-in or in-store menu.

  • Display any Online Market signage provided by Limootorsh in accordance with our instructions.
  • Limootorsh is  responsible for setting the fee that customers pay for delivery based on a reasonable rate that you provide to us. You are required to inform us of the delivery radius within which Your Drivers will deliver Delivery Orders and we will add this information to the Platform. If you are using a third party delivery service, you will need to provide the tracking link and number on the Admin Panel so that customers can track their Delivery Order.
  • You need to create a business PayPal account and register it on your dashboard panel as required for starting to sell on Online Market.

 

Use of Online Market

  • Keep your menu up to date – by giving us at least three days’ notice of changes you require us to make for you or by making your own changes through Menu Manager.
  • Ensure that all relevant menu items are available to be ordered by a customer in a Delivery Order during your opening hours, and accept and reject Online Market orders as appropriate. You are responsible for setting the minimum Delivery Order value.
  • Actively monitor your dashboard for incoming orders and support tickets and act promptly to fulfil customer requests.
  • Ensure that Delivery Orders are prepared using all due skill, care and diligence in line with best practice in the industry.
  • Ensure that Delivery Orders are packaged in a way that avoids tampering, minimises spillages, and maintains the order at an appropriate temperature.
  • Prepare Delivery Orders promptly, accurately and in accordance with the timescales communicated via the Platform.
  • You must ensure that menu items:

(a) correspond with the descriptions on the Platform (including indications that particular menu items are gluten free, nut free, or are suitable for vegetarians and/or vegans);

(b) are not harmful to health or the environment;

(c) have been properly cooked or prepared and are otherwise safe, fit for transportation and consumption and palatable;

(d) are safely, securely and appropriately packaged at all times (including as reasonably required to withstand delivery); and

(e) are at an appropriate temperature for consumption by the customer.

  • Take account of any information relating to customer allergies provided with the Delivery Order.
  • Ensure that the order number on the Delivery Order packaging corresponds with the order number provided by Limootorsh before the Delivery Order is handed over to Your Driver.
  • Ensure that Your Drivers deliver the orders to the address specified in a professional manner.

 

Service Standards

  • Use reasonable endeavours to reject less than 1% of Delivery Orders received through the Platform.
  • Use reasonable endeavours to ensure that Delivery Orders are available for collection by Your Drivers at the time communicated on the Platform and to keep Your Drivers waiting for Delivery Orders for no longer than five minutes.
  • Use reasonable endeavours to ensure that no more than 1% of Delivery Orders contain errors.
  • You should be available for orders during your opening hours on the Platform.
  • You should provide comprehensive customer support to address inquiries and concerns relating to Delivery Orders and order delivery.

 

General Requirements

  • Maintain the security and confidentiality of any access credentials we provide to you at all times. You are responsible for the actions of any person using your access credentials.
  • Comply with all applicable laws and licensing, registration and approvals requirements at all times, and any and all Limootorsh policies made available to you from time to time. All Partners must comply with our Food hygiene and safety policy (Schedule 1).
  • Without prejudice to your general obligation above, you warrant that you have not and will not do anything that breaches any applicable code and/or sanction relating to the prevention or prohibition of bribery, money laundering and similar activities. You must immediately notify Limootorsh if you become aware of any breach of this clause.
  • Without prejudice to your general obligation above, you shall comply, and procure that all of your employees, contractors, agents and representatives comply, with applicable anti-slavery laws, as relevant to your use of Online Market and your fulfilment and delivery of Delivery Orders. You must use reasonable endeavours on a continuing basis to ensure that no form of slavery takes place in your supply chains.
  • Cooperate with Limootorsh and provide, in a timely manner, such assistance and information as Limootorsh may reasonably require.

 

Equipment and joining fees

To start accepting Delivery Orders, you will need a personal computer, laptop, or tablet, as well as a printer.

 

Upon joining Limootorsh, we will provide you with a free Android tablet that allows you to manage your products, orders, and sales reports. It is your responsibility to keep the Limootorsh app updated using the link we provide from time to time.

 

We will make software available for you to use on your equipment to access the Online Market. This software constitutes Limootorsh’s intellectual property (see below) and remains our property at all times. You must promptly implement any patches, updates, upgrades, and/or new versions of such software that we release from time to time.

 

Revenue and Payment

Refunds – We will notify you about receiving a return and refund request, and you shall make the decision on whether or not customers are entitled to refunds. You must submit all refund requests through the App or Admin Panel.

 

Intellectual property

All rights, title and interest in and to Online Market, any software we provide for your use and any other materials we provide to you under or in connection with these terms are and shall at all times remain Limootorsh’s intellectual property (Limootorsh IP). We grant you a limited, non-exclusive, non-transferrable, non-sublicensable, revocable licence to use the Limootorsh IP  in the country you operate in during the Term for the sole purpose of using the Online Market.

 

You must not (and shall not permit any third party to):

  • copy, adapt, reverse engineer, decompile, modify or make error corrections to any Limootorsh IP other than with our express prior written consent;
  • breach, disable, tamper with, or develop or use any workaround for any security measure in any Limootorsh IP or otherwise do anything that disrupts any Limootorsh IP, Limootorsh or any person.

Limootorsh grants you a non-exclusive, royalty-free, non-sublicensable, non-transferable licence to use Limootorsh branding, which includes the “Limootorsh” logo, name and/or website address for the Term  in the country you operate in to allow you to advertise Online Market at your sites. You must comply with any Limootorsh policy issued from time to time.

 

You grant us and our affiliates a non-exclusive, royalty-free licence to use your branding which includes your logos, name and website address(es) for the Term  in the country you operate in. You warrant and undertake that your branding does not and will not infringe any third party intellectual property rights.  We can use your branding on the Platform, for marketing purposes and as reasonably necessary to provide Online Market.

 

Except for these limited licences:

  • Limootorsh retains ownership of and all rights in and to Limootorsh branding; and
  • You retain ownership of and all rights in and to your branding.

We may collect data about your use of Online Market. By using Online Market you agree to us collecting and using this information. We may use this information for various purposes, including to improve, maintain, protect and develop our products, and to provide Services to you.

 

Suspension and termination

We may suspend your use of the Platform upon giving you notice if we know or suspect you have breached these terms, or if we otherwise consider suspension reasonably necessary, taking into account all relevant circumstances.

 

We will provide you with the reasons for the suspension where permitted by law. We will maintain the suspension until you have remedied the breach to our reasonable satisfaction or we no longer consider the suspension necessary in the circumstances.

 

You are required to return the provided tablet upon termination of these terms. If you fail to return the tablet, or if it is lost or damaged, you will be charged £100.

 

These terms take effect on acceptance (see above) and continue until terminated by either party giving 30 days’ written notice to the other. If permitted by law and where we consider immediate termination necessary in the circumstances, we may give you written notice to terminate these terms with immediate effect.

 

Partner Collaboration and Tablet Return

As a partner of Limootorsh, your active participation is essential. If you do not accept any orders through the Limootorsh platform or fail to collaborate with the Limootorsh team, it will be deemed that you are not continuing your partnership with us. In such cases, you are required to return the provided tablet.

 

If you fail to return the tablet, or if it is lost or damaged, you will be charged £100.

 

Legal terms

SAVE AS SET OUT BELOW, WE EXCLUDE ALL LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW. WE HAVE NO LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT OR SPECIAL DAMAGES OF ANY KIND OR FOR LOSS OF PROFITS, REVENUE OR BUSINESS ARISING OUT OF OR RELATING TO ONLINE MARKET, ORDERS PLACED BY CUSTOMERS USING MARKET+ SERVICES OR THESE TERMS.

 

ONLINE MARKET IS OTHERWISE PROVIDED AS-IS. WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO ONLINE MARKET INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON INFRINGEMENT OF THIRD-PARTY RIGHTS.

 

Each party shall not at any time during this agreement and for a period of two years after termination of this agreement, use or disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as necessary to perform its obligations or exercise its rights under these terms. A party may disclose the other’s confidential information if required by law, provided it notifies the other in advance where permitted.

 

These terms are the entire agreement between us in relation to Online Market. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation based on any statement in these terms.

 

A delay in enforcing these terms is not a waiver. If part of these terms is found to be illegal or unenforceable, the rest of the terms remain in force. These terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999. Neither of us will be in breach of these terms or liable for delay in performing, or failure to perform, any of its obligations under these terms if the delay or failure results from events, circumstances or causes beyond our reasonable control.

 

These terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction in respect of any dispute or claim arising out of or in connection with these terms.

 

Data protection

We will each comply with the following with respect to data protection.

 

1. DEFINED TERMS

Controller, Data Subject, Personal Data and processing all have the meanings given to them in DP Laws (and related terms like process have corresponding meanings).

 

Complaint a notice, complaint or request relating to the obligations of either party under DP Laws that is relevant to the Protected Data.

 

Data Subject Request a Data Subject’s request to exercise their rights under DP Laws.

 

DP Laws any law, enactment, regulation, regulatory policy, by law, ordinance or subordinate legislation relating to the processing, privacy, and use of Personal Data, that applies to the Partner, Limootorsh and/or the Delivery Service, including (a) any laws or regulations implementing EU Directives 95/46/EC (Data Protection Directive) or 2002/58/EC (ePrivacy Directive); and (b) the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) and all relevant Member State laws giving effect to or corresponding with the GDPR, in each case, as in force and applicable.

 

Protected Data Personal Data received from or on behalf of the Customer for the purposes of placing a Delivery Service order.

 

Supervisory Authority any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering DP Laws.

 

2. USE OF PROTECTED DATA

We will give you the details of the customer’s Delivery Service order to allow you to process and fulfil it (Order Info).  You must not access or use any Order Info for any purpose other than the fulfilment of the Delivery Service order to which it relates in accordance with these terms.

 

We will also provide access to Protected Data at your request if you reasonably require access to deal with a customer Complaint or respond to a Data Subject Request.

 

3. PROTECTED DATA OBLIGATIONS

The parties acknowledge and agree that, in respect of the Protected Data, each party is an independent controller. Each party shall comply with DP Laws and its obligations under these terms in connection with the access to and use of Protected Data.

 

Each party may deal at its discretion with all Data Subject Requests and Complaints that it receives directly from a Data Subject or the person making the Complaint.

 

Each party agrees to provide reasonable and prompt assistance to the other party as necessary to assist the other party to ensure compliance with its obligations under DP Laws and enable the other party to comply with Data Subject Requests and/or respond to other queries or Complaints received from Data Subjects or Supervisory Authorities, in each case related to the Protected Data.

 

To the extent permitted by law, you must not issue any public statement or notification about Protected Data without first obtaining Limootorsh’s consent.

 

Schedule 1 – Food hygiene and safety policy – Restaurant Partners

This policy sets out the food hygiene and standards that we expect Restaurants to meet in order to sell their products through the Platform.

 

All Menu Items that you sell on the Platform must comply with your Agreement with Limoortorsh, including all Applicable Law and Limoortorsh Policies. We may suspend the provision of Online Market if you are found to be in material breach of these obligations.

 

Purpose:

We take customer safety very seriously and we’re confident that our Partners do too. Stringent food hygiene processes are essential to ensuring customers are safe and their food is amazing. This policy sets out the food hygiene and safety standards that we expect Restaurants to meet in order to sell their products through the Platform.

 

What we expect from our Partners:

You are responsible for ensuring that the products that you sell are safe and compliant with Applicable Law.  If you are uncertain about any legal requirements, please seek advice from an expert.  You can also refer to the FSA Food Hygiene for your Business Guidance and FSA Safer Food Better Business.

 

We expect you to have a food safety management system in place that deals with all aspects of food safety and hygiene for your business in compliance with food hygiene regulations, including (but not limited to):

  • HACCP plans;
  • Cross-contamination;
  • Allergens;
  • Cleaning and Waste;
  • Maintenance;
  • Chilling, defrosting, freezing, cooking; reheating;
  • Temperature control: chilled and hot holding – in particular, while awaiting collection by a Rider;
  • Personal hygiene and fitness to work;
  • Pest Control;
  • COSHH;
  • Takeaway packaging;
  • Staff training;
  • Supplier assurance;
  • Traceability;
  • Monitoring and auditing; and
  • Recall/withdrawal.