eat2earn Terms and Conditions (Restaurants, Takeaways and Affiliates)
(Last updated: 01/11/2017)



This Agreement is between: (1) you, the individual or organisation authorised to use the Services (you); and (2) us, Eat to Earn Limited (company registration number: 10194205, registered office: F18 Sunderland Software Centre, Tavistock Place, Sunderland, SR1 1PB) (we, us, our).

This Agreement describes how you may use the Services and is made up of these Terms and Conditions and our Privacy Policy . This Agreement starts from the earliest date you tick a box or click on a button (or something similar) to confirm that you accept the terms of this Agreement during Sign-Up, or when you use the Services (or any part of it) (Effective Date) and such action shall constitute acceptance of all the elements of this Agreement.

If you do not accept this Agreement you will not be able to access or use the Services.

We may change the terms of this Agreement or our Privacy Policy at any time. We will make reasonable efforts to communicate any changes to you via eat2earn or by sending an email to you. If you continue to use the Services, such use will be deemed acceptance of all such changes.

If you are an Affiliate, all clauses except clauses 2 to 6 apply to you.

If you are a Takeaway, all clauses except clauses 7 to 10 apply to you.

1. Interpretation

The following definitions and rules of interpretation apply in this Agreement.

1.1 Definitions: Account means the account held by a Takeaway containing the information at clause 2.2;

Affiliate(s)

Applicable Laws
means a Takeaway or participating individual or organisation who is part of the affiliate network that refer Customers and/or Takeaways to eat2earn;

the laws of any member of the European Union or any laws applicable to the Services with regard to the processing of Personal Data

Business Day
means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;

Charges
means the charges payable by you for the supply of the Services in accordance with clause 6;

Commission
means has the meaning given in clause 12;

Control
means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company;

Customer(s)
means a person or organisation who places an Order using eat2earn;

Data Protection Legislation
all applicable laws and regulations relating to the processing of personal data and privacy in any relevant jurisdiction including without limitation the GDPR, the Privacy and Electronic Communications Regulations, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699) and any order, guidelines and instructions issued by a relevant national or judicial authority in England or the European Union;

Default
means any act or omission by you or failure by you to perform any relevant obligation including, but not limited to, clause 4 and 5 for Takeaways and clause 8 and 10 for Affiliates;

Direct Payment Order
means an Order whereby the Customer elects to make payment directly to the Takeaway on collection or delivery;

eat2earn
means the current and any future versions of our website www.eat2earn.co.uk which is a platform for Takeaways to display their products via a Menu and for Customers to communicate their Orders to Takeaways, make payment and earn Commission on purchases;

Fee
means 18 (eighteen) percent of the Gross Order Value of each Order;

Gross Order Value
means the total gross value of an Order charged by a Takeaway to a Customer which includes the value of the products purchased plus any applicable taxes;

Intellectual Property Rights
means patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Materials
means our materials, equipment, documents and other property including Printers;

Menu
means the list of products supplied by a Takeaway, uploaded onto eat2earn which includes pricing (inclusive of VAT) and allergen information;

Minimum Term
unless otherwise agreed in writing means twelve (12) calendar months;

Order
means a communication from a Customer through eat2earn placing an order and purchasing products from a Menu provided by you;

Personal Data, processing and process, Data Controller, Data Subject and Data Processor
has the meanings set out in the Data Protection Legislation;

Printer
means the printer supplied by us that you will use to print all eat2earn Orders

Profile
means details of a particular Takeaway displayed on eat2earn which includes the information at clause 2.3;

Recurring Membership Fee
means the annual fee payable by you to use the Services;

Renewal Term
means, unless otherwise agreed in writing, twelve (12) calendar months;

Services
means the provision of eat2earn by us and associated support to you including assistance with Sign-Up;

Set-Up
means the delivery, installation and connection of the Printer;

Sign-Up
means the process to be completed by an Affiliate or a Takeaway in order to register for the Services, (which includes Set-Up if you are a Takeaway);

Sign-Up Fee
means the fee payable by you when you sign up for the Services which includes 12 (twelve) calendar months access to the Services (and provision of the Printer if you are a Takeaway);

Takeaway
means a participating takeaway or restaurant;

Threshold
means £100 (Sterling);

Unique Referral ID
means the code generated by us for use by Affiliates and Takeaways for referring Customers to eat2earn;

VAT
means Value Added Tax chargeable from time to time;

Warranty Period
means twelve (12) calendar months from and including the date the Printer is installed;

Withdrawal Fee
means ten percent (10%) of the total Commission being withdrawn;

Your Referred Customers
means customers who sign-up to eat2earn using your Unique Referral ID.

1.2 Interpretation:
1.2.1 a reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision;
1.2.2 any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; and
1.2.3 a reference to writing or written, includes email but not fax.

TAKEAWAY SPECIFIC TERMS

2. Takeaway Registration and Term
2.1 When you register for the Services, you will be charged the Sign-Up Fee.
2.2 As part of Sign-Up and from time to time, you agree to provide such information to us as we may reasonably request, including:
2.2.1 company name;
2.2.2 Takeaway name (or trading name);
2.2.3 Takeaway address;
2.2.4 company’s registered office;
2.2.5 company registration number and VAT number;
2.2.6 contact information (email address and telephone number);
2.2.7 bank account details (which must be an account in the United Kingdom);
2.2.8 Menu;
2.2.9 Takeaway website URL;
2.2.10 Takeaway opening hours;
2.2.11 logo and associated artwork;
2.2.12 health and safety certificates;
2.2.13 hygiene ratings; and
2.2.14 anything else we may reasonably request.
2.3 The following information will be displayed as part of your Profile:
2.3.1 Takeaway name and address;
2.3.2 contact information;
2.3.3 Menu;
2.3.4 Takeaway opening hours;
2.3.5 minimum delivery times;
2.3.6 logo and associated artwork (if provided); and
2.3.7 anything else otherwise communicated to you.
2.4 On receipt of the Sign-Up Fee in cleared funds, we will arrange Set-Up at a mutually convenient time, post the Printer to you or arrange for your Affiliate to provide you with a Printer.
2.5 Once Sign-Up is complete, your Profile will be placed on eat2earn in around 21 Business Days
2.6 We reserve the right to decline any requests from organisations wishing to register for our Services and we reserve the right to credit check you. If we decline an application, the Sign-Up Fee will be refunded in full, less an administration fee for considering your application.
2.7 You are required to Sign-Up for the Minimum Term and the Services will be automatically renewed without notice for the Renewal Term thereafter unless terminated in accordance with clause 20.

3. Takeaway Set-Up and supply of the Printer
3.1 On Set-Up, we will arrange for the delivery and installation of the Printer.
3.2 The risk in the Printer shall pass to you on completion of delivery.
3.3 Title to the Printer shall not pass to you until we receive payment in full (in cash or cleared funds) for the Printer.
3.4 We warrant that for the Warranty Period, the Printer will:
3.4.1 conform in all material respects with any specification provided to you;
3.4.2 be free from material defects in design and material;
3.4.3 be of satisfactory quality; and
3.4.4 be fit for purpose.
3.5 Subject to clause 3.4, if:
3.5.1 you give us notice in writing during the Warranty Period within a reasonable time of discovery that the Printer does not comply with the warranty set out in clause 3.4;
3.5.2 we are given reasonable opportunity to examine the Printer; and
3.5.3 you (if asked to do so) return the Printer to us at our cost, unless damage has been caused by you under clause 3.6.
we shall at our option, repair or replace the Printer.
3.6 We shall not be liable for the Printer’s failure to comply with the warranty set out at clause 3.4 in any of the following events:
3.6.1 you make further use of the Printer after giving notice in accordance with clause 3.5.1;
3.6.2 the defect arises because you failed to follow our oral or written instructions as to storage, commissioning, installation, use and maintenance or if there are none good trade practice regarding the same;
3.6.3 you alter or repair the Printer without our written consent; or
3.6.4 the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal storage or working conditions.
3.7 Except as provided in this clause 3, we shall have no liability to you in respect of the Printer’s failure to comply with the warranty set out at clause 3.4.
3.8 These terms shall apply to any repaired or replaced Printers supplied by us provided that this doesn’t restart the Warranty Period.

4. Takeaway Orders and Delivery
4.1 You undertake to receive, process, prepare and deliver (if applicable) Orders using the best skill and care and with regard to best industry practice, and will use best endeavours to accept all Orders.
4.2 You are responsible for preparing Orders in accordance with Customers instructions, noting specifically any allergies highlighted by the Customer.
4.3 You acknowledge that it is your sole responsibility to:
4.3.1 review all Orders promptly and in any event within fifteen (15) minutes of receipt;
4.3.2 immediately communicate rejections to a Customer who places an Order and, in any event, communicate a rejection within fifteen (15) minutes of receiving that Order;
4.3.3 check Order numbers and to provide receipts to Customers who request one;
4.3.4 if you elect to serve alcohol on your Menu, request a Customer to provide proof of age and you must adhere to all applicable laws regarding sale of alcohol and statutory age and time restrictions;
4.3.5 deliver all Orders in accordance with the delivery times stipulated on your Profile. If you are required to change the time of a Customer delivery, you shall communicate this to the Customer by telephone immediately with an updated delivery time frame;
4.3.6 advise whether any products on your Menu are 'out of stock'; and
4.3.7 utilise the option available to 'temporarily close' when appropriate.
4.4 If you:
4.4.1 fail to communicate a rejection to a Customer in accordance with clause 4.3.2; or
4.4.2 persistently and regularly reject Orders within the fifteen (15) minute time allowance
we reserve the right to charge you a percentage fee for each Order rejected.
4.5 You agree to allow Customers to make payment for Orders using debit or credit cards, you may allow Direct Payment Orders at your total discretion.
4.6 If a Customer requests an Order be re-delivered, requests a refund or a reduction in the price of the Order, this will not affect our Fee, which will be based on the Gross Order Value, regardless of any refunds you agree to provide.

5. Takeaway Obligations
5.1 You shall:
5.1.1 ensure that the information contained within the Menu is complete and accurate in all respects and agree to update your information regularly and promptly if you need to make any changes to the Menu, your Profile or your Account;
5.1.2 expressly include any allergen information regarding any of your products on your Menu;
5.1.3 ensure that you are available to accept Orders during stated opening hours;
5.1.4 co-operate with us in all matters relating to the Services;
5.1.5 provide us with such information and materials required to supply the Services and ensure all Sign-Up information is accurate and complete;
5.1.6 provide us, our employees, agents, consultants and subcontractors with access to your premises and other facilities as reasonably required by us;
5.1.7 comply with all applicable laws, including but not limited to health and safety laws and laws regarding the sale of alcohol; and
5.1.8 keep all of our Materials at your premises in safe custody at its own risk, maintain the Materials in good condition until returned to us, and not dispose of or use the Materials other than in accordance with our written instructions or authorisation.
5.2 If our performance of any of our obligations under this Agreement is prevented or delayed by a Default:
5.2.1 without limiting or affecting any other right or remedy available to it, we shall have the right to suspend performance of the Services until you remedy the Default, and to rely on the Default to relieve it from the performance of any of its obligations in each case to the extent the Default prevents or delays our performance of any of our obligations;
5.2.2 we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 5; and
5.2.3 you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Default.

6. Takeaway Charges
6.1 You will pay to us the Sign-Up Fee when you register for the Services and the Recurring Membership Fee communicated to you thereafter.
6.2 We will deduct our Fee from the Gross Order Value of each individual Order. The Fee is comprised of our administration fee, applicable taxes and Commission we reserve to pay to our Customers, Affiliates and Takeaways (if applicable) for using the Service.
6.3 If a Customer places a Direct Payment Order, we will invoice you in accordance with clause 13.
6.4 If you stop using the Services you will not be entitled to a refund.
6.5 If you wish to place an Order, as a Customer of eat2earn, you may not place any Orders for the first fourteen (14) days.
6.6 We reserve the right to increase our Fee or the Recurring Membership Fee at any time by providing one (1) calendar months’ notice.

AFFILIATE SPECIFIC TERMS

7. Affiliate Registration and Term
7.1 When you register for the Services, you will be charged the Sign-Up Fee.
7.2 As part of the Sign-Up and from time to time, you agree to provide such information to us as we may reasonably request, including:
7.2.1 company name;
7.2.2 Affiliate name (or trading name);
7.2.3 Affiliate address;
7.2.4 company’s registered office;
7.2.5 company registration number and VAT number;
7.2.6 contact information (email address and telephone number);
7.2.7 bank account details (which must be an account in the United Kingdom);
7.3 We reserve the right to decline any requests from individuals or organisations wishing to be part of our Affiliate network and we reserve the right to credit check you. If we decline an application, the Sign-Up Fee will be refunded, less an administration fee for considering your application.
7.4 You are required to Sign-Up for the Minimum Terms and your access to the Services will not automatically renew for the Renewal Term unless to elect to renew.

8. Affiliate Set-up of a Takeaway (Printer)
8.1 If you take part in Set-Up of a Printer for a Takeaway, we will not be liable to a Takeaway under the warranty at clause 3.4 if the damage is caused by you or any events caused by you under clause 3.6.

9. Affiliate Charges
9.1 You will pay to us the Sign-Up Fee when you register for the Services and the Recurring Membership Fee (if applicable) communicated to you thereafter.
9.2 If you stop using the Services you will not be entitled to a refund.
9.3 If you wish to place an Order, as a Customer of eat2earn, you may not place any Orders for the first fourteen (14) days.
9.4 We reserve the right to increase our Fee or the Recurring Membership Fee at any time by providing one (1) calendar months’ notice.

10. Affiliate Obligations
10.1 You shall:
10.1.1 ensure all Sign-Up information provided to us is complete and accurate in all respects and agree to update your information promptly, when required;
10.1.2 co-operate with us in all matters relating to the Services;
10.1.3 provide us with such information and materials required to supply the Services;
10.1.4 provide us, our employees, agents, consultants and subcontractors with access to your premises and other facilities as reasonably required by us;
10.1.5 comply with all applicable laws; and
10.1.6 keep all of our Materials at your premises in safe custody at its own risk, maintain the Materials in good condition until returned to us, and not dispose of or use the Materials other than in accordance with our written instructions or authorisation.
10.2 If our performance of any of our obligations under this Agreement is prevented or delayed by a Default:
10.2.1 without limiting or affecting any other right or remedy available to it, we shall have the right to suspend performance of the Services until you remedy the Default, and to rely on the Default to relieve it from the performance of any of its obligations in each case to the extent the Default prevents or delays our performance of any of our obligations;
10.2.2 we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 10; and
10.2.3 you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Default.

GENERAL TERMS

11. Services
11.1 We:
11.1.1 undertake that the Services will be provided with reasonable skill and care;
11.1.2 do not warrant that the your use (or any Customer’s use) of the Services will be uninterrupted or error-free; and
11.1.3 are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
11.2 This Agreement shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing products and/or services which are similar to those provided under this Agreement.
11.3 We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under this Agreement.
11.4 We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, provided that you acknowledge that (as for every live service) emergency, planned and unscheduled maintenance will be required from time to time. We will use reasonable endeavours to notify you in advance of maintenance and may publicise from time to time a fixed planned maintenance window.
11.5 You acknowledge that use of the Services may create interruptions and detrimental performance on its computer systems and internet connections due to the nature of the Services.

12. Referrals and Commission
12.1 On Sign-Up you will be provided with a Unique Referral ID to give to any prospective Customers.
12.2 You can earn Commission on Orders placed through eat2earn by:
12.2.1 you;
12.2.2 Your Referred Customers;
12.2.3 Customers referred to eat2earn by Your Referred Customers; and
12.2.4 Customers connected to you by up to four (4) levels of referral.
12.3 Any Customers you refer using your Unique Referral ID will earn Commission on their own Order and referrals they make on the same pattern as that set out in clause 12.2.
12.4 Commission accrued on your Account can be:
12.4.1 used to place an Order;
12.4.2 withdrawn once over the Threshold (subject to the Withdrawal Fee); or
12.4.3 gifted to a charity nominated by you (where available)
12.5 Commission is only payable on Orders placed using eat2earn.
12.6 If your Account is dormant for twelve (12) calendar months, your Account will be deleted, any Commission on that Account will not be refunded and your rights to withdraw it will be forfeited.
12.7 You are responsible for managing your Account and withdrawing Commission.
12.8 It is your responsibly to check your Account and withdraw any Commission earned.
12.9 Please note that it is illegal for a promoter or a participant in a trading scheme to persuade anyone to make a payment by promising benefits from getting others to join a scheme.
12.10 Do not be misled by claims that high earnings are easily achieved.

13. Payment
13.1 All invoices are to be payable within fourteen (14) days. If you do not make payment by the due date, we reserve the right to freeze your Account and further delete your Account if our requests for payment are ignored.
13.2 All amounts payable by you under this Agreement are exclusive of amounts in respect of VAT. Where any taxable supply for VAT purposes is made under this Agreement by us to you, you shall on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
13.3 If you fail to make a payment due to us under this Agreement by the due date, then, without limiting our remedies under clause 20, you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 13 will accrue each day at 5% a year above the Bank of England's base rate from time to time, but at 5% a year for any period when that base rate is below 0%.
13.4 All amounts due under this Agreement shall be paid by you in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
13.5 Where you make a payment on a credit card it will be settled using a gateway provided by a third party. If you make an unjustified chargeback, then you will be liable to pay to us, within seven (7) days following written request:
13.5.1 an amount equal to the amount of the chargeback;
13.5.2 all third party expenses incurred by us in relation to the charge back (including charges made by our bank or your bank/credit card company);
13.5.3 a reasonable administration fee; and
13.5.4 all our reasonable costs, losses and expenses incurred in recovering the amounts subject to the charge back (including without limitation legal fees and debt collection fees).
13.6 We reserve the right to set off any amounts owed by us to you.

14. Linking to eat2earn
14.1 You may link to the home page of eat2earn, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
14.2 You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
14.3 You must not establish a link to eat2earn in any website that is not owned by you.
14.4 eat2earn must not be framed on any other site, nor may you create a link to any part of eat2earn other than the home page.We reserve the right to withdraw linking permission without notice. If you do link to eat2earn you agree that you will disable and remove any such link promptly upon our request and will maintain the legal right and technical ability to do this.If you wish to make any use of content on eat2earn other than that set out above, please contact: notices@eat2earn.co.uk. Where eat2earn contains links to other sites and resources provided by third parties, these links are provided for your information only.
14.5 We have no control over the contents of those sites or resources.

15. Acceptable Use
15.1 You may use eat2earn only for lawful purposes. You may not use eat2earn:
15.1.1 in any way that breaches any applicable local, national or international law or regulation;
15.1.2 in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
15.1.3 to defame, abuse, harass, stalk, threaten or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity;
15.1.4 to impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with eat2earn; or express or imply that we endorse any statement you make;
15.1.5 for the purpose of harming or attempting to harm minors in any way;
15.1.6 to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or
15.1.7 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.
15.2 You also agree:
15.2.1 not to reproduce, duplicate, copy or re-sell any part of eat2earn; and
15.2.2 not to access without authority, interfere with, damage or disrupt:
15.2.3 any part of eat2earn;
15.2.4 any equipment or network on which eat2earn is stored;
15.2.5 any software used in the provision of eat2earn; or
15.2.6 any equipment or network or software owned or used by any third party.
15.3 We may from time to time provide interactive services on eat2earn. Where we do provide any interactive service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).
15.4 We will do our best to assess any possible risks for users (and in particular, for children) from third parties when they use any interactive service provided on eat2earn, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks.
15.5 However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on eat2earn, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.
15.6 The use of any of our interactive services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use an interactive service that it is important that they communicate with their children about their safety online, as moderation is not foolproof. Minors who are using any interactive service should be made aware of the potential risks to them.
15.7 Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.

16. Viruses
16.1 We do not guarantee that eat2earn will be secure or free from bugs or viruses.
16.2 You are responsible for configuring your information technology, computer programmes and platform in order to access eat2earn. You should use your own virus protection software.
16.3 You must not attempt to gain unauthorised access to eat2earn, the server on which eat2earn is stored or any server, computer or database connected to eat2earn. You must not attack eat2earn via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use eat2earn will cease immediately.

17. Intellectual Property Rights
17.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by a Takeaway) shall be owned by us.
17.2 We grant to you a revocable limited licence to use the Services as set out in this Agreement.
17.3 You grant or shall procure the grant to us of a non-exclusive, royalty-free licence during the term of this Agreement to use the Services, Menu, logo and associated artwork provided by you for the purposes of providing the Services to you.
17.4 We grant to you a non-exclusive, non-transferable, revocable, royalty-free licence during the term of this agreement to use our logo in order to promote the Services.
17.5 You warrant that the materials provided to us under clause 17.3 do not violate any third party Intellectual Property Rights
17.6 If a third party makes a claim against us for violation of any third party Intellectual Property Rights you shall fully indemnify and keep us fully indemnified against any and all losses, damages or claims of any nature and all costs arising therefrom.

18. Data Protection
18.1 Both parties will comply with all applicable requirements under the Data Protection Legislation and this Agreement. This Agreement is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation 18.2 Both parties acknowledge that for the purposes of the Data Protection Legislation, they act as joint Data Controllers in respect of any Personal Data relating to Customers.
18.3 The terms ‘Data Controller’, ‘Data Processor’, ‘Data Subject’, ‘process(ing)’ and ‘Personal Data’ have the same meaning as in the Data Protection Legislation.
18.4 Without prejudice to the generality of clause 18.1, both parties:
18.4.1 warrant and represent that they have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the other party for the duration and purposes of this Agreement;
18.4.2 warrant and represent that all instructions given to the other party for processing of Personal Data are lawful and as a minimum include the nature and purpose of the processing, type of Personal Data and categories of data subjects to whom the Personal Data related; and
18.4.3 acknowledges that as joint Data Controllers they are responsible for determining the lawful processing condition upon which they shall rely in providing instructions to the other party for the purpose of carrying out the relevant services under this Agreement.
18.5 In the event that either party is a Data Processor, in relation to any Personal Data processed in connection with the performance by that party of its obligations as Data Processor under this Agreement:
18.5.1 process that Personal Data only on the written instructions of the Data Controller unless the Data Processor is required by any Applicable Laws. Where the Data Processor is relying on Applicable Laws as the basis for processing Personal Data, the Data Processor shall promptly notify the Data Controller of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Data Processor from so notifying the Data Controller;
18.5.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Data Controller, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
18.5.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
18.5.4 not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Data Controller has been obtained and the following conditions are fulfilled:
18.5.4.1 the Data Controller or the Data Processor has provided appropriate safeguards in relation to the transfer;
18.5.4.2 the Data Subject has enforceable rights and effective legal remedies;
18.5.4.3 the Data Processor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred;
18.5.4.4 the Data Processor complies with reasonable instructions notified to it in advance by the Data Controller with respect to the processing of the Personal Data;
18.5.5 assist the Data Controller, at the Data Controller’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security,
breach notifications, impact assessments and consultations with supervisory authorities or regulators;
18.5.6 notify the Data Controller without undue delay on becoming aware of a Personal Data breach;
18.5.7 at the written direction of the Data Controller, delete or return Personal Data and copies thereof to the Data Controller on termination of the Agreement unless required by Applicable Law to store the Personal Data; and
18.5.8 maintain complete and accurate records and information to demonstrate its compliance with this clause and allow for audits by the Data Controller or the Data Controller’s designated auditor.
18.6 The Data Controller provides their consent for the Data Processor to use Sub-processors in the delivery of the services under this Agreement. The Data Processor shall enter into a written agreement with such Sub-processors incorporating terms which are substantially the same as those set out in this clause 18. As between the Data Controller and Data Processor, the Data Processor shall remain fully liable for all acts and omissions of any Sub-processor appointed by it pursuant to this clause 18.6. Where required by law, the Data Processor shall inform the Data Controller of any intended changes concerning the additional or replacement of a Sub-processor with access to Personal Data and give the Data Controller the opportunity to object to such changes.
18.7 Either party may, at any time of not less than thirty (30) days’ notice, revise this clause 18 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certificate scheme (which shall apply when replaced by attachment to this Agreement).

19. Limitation of Liability
19.1 This clause 19 sets out our entire financial liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you:
19.1.1 arising under or in connection with this Agreement;
19.1.2 in respect of any use made by you of the Services or any part of them; and
19.1.3 in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
19.2 Expect as expressly and specifically provided in this Agreement:
19.2.1 you assume sole responsibility for the Order, which includes, but is not limited to, quality, timing of delivery, acceptance and rejection. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services or any actions taken by us at your direction;
19.2.2 we accept no liability or responsibility for interruptions and/or detrimental performance of your computer systems and internet connections arising from usage of the Services or any damage and/or corruption that may occur to your data or information;
19.2.3 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
19.2.4 the Services are provided to you on an “as is” basis.
19.3 Nothing in this Agreement excludes our liability for:
19.3.1 death or personal injury caused by our negligence; or
19.3.2 fraud or fraudulent mispresentation; or
19.3.3 any other liability which it is not possible to exclude liability for under English law.
19.4 Subject to clause 19.1.3 and clause 19.2.4:
19.4.1 we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
19.4.2 our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total amount paid to us for the Services in the twelve (12) calendar months immediately preceding the date on which the claim arose.

20. Termination
20.1 Without affecting any other right or remedy available to it, you may terminate this Agreement by giving us sixty (60) days’ written notice in advance of either the end of the Minimum Term or the end of the Renewal Term (as appropriate).
20.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
20.2.1 the other party commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of that party being notified in writing to do so;
20.2.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its 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 its assets or ceasing to carry on business;
20.2.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
20.2.4 the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy. 20.3 Without affecting any other right or remedy available to it, we may terminate this Agreement with immediate effect by giving written notice to you if:
20.3.1 fail to pay any amount due under this Agreement on the due date for payment; or
20.3.2 there is a change of control of the Takeaway; or
20.3.3 you persistently breach any term of this Agreement, including but not limited to clause 4.4; or
20.3.4 you fall below the expected industry standard or provide sub-standard Customer service.
20.4 Without affecting any other right or remedy available to it, the we may suspend the supply of Services under this Agreement or any other contract between us if you fail to pay any amount due under this Agreement on the due date for payment, you become subject to any of the events listed in clause 20.2.2 to clause 20.2.4, or we reasonably believe that you are about to become subject to any of them.

21. Consequences of Termination
On termination of this Agreement:
21.1.1 you shall immediately pay to us all of our outstanding unpaid invoices and interest to us and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
21.1.2 you shall return all of the Materials which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement;
21.1.3 your Account will be closed and Commission:
21.1.3.1 will be credited to the bank account provided to you, as soon as reasonably practicable, if the reason for termination is breach of clause 20.2 by us; or
21.1.3.2 should be extracted prior to the date of termination if you choose not to renew; or
21.1.3.3 will be lost if the reason for termination is breach of clause 20.2 by you.
21.1.4 you waive all rights to Commission derived through previous referrals.
21.2 If, under clause 21.1.3.2, Commission is not extracted from an Account within fourteen (14) days of termination, all Commission not extracted will be lost.
21.3 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.
21.4 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.

22. General
22.1 Force majeure. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
22.2 Assignment and other dealings.
22.2.1 We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement.
22.2.2 You shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without our prior written consent.
22.3 Confidentiality.
22.3.1 Each party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 22.3.2.
22.3.2 Each party may disclose the other party's confidential information:
22.3.2.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 22; and
22.3.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
22.3.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under this Agreement.
22.4 Entire agreement.
22.4.1 This Agreement constitutes 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.
22.4.2 Each party acknowledges that in entering into this Agreement it does not rely on, and 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 or negligent misstatement based on any statement in this Agreement.
22.4.3 Nothing in this clause shall limit or exclude any liability for fraud.
22.5 Variation. Except as set out in this Agreement, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
22.6 Waiver. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
22.7 Severance. If any provision or part-provision of this 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 this Agreement.
22.8 Notices.
22.8.1 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the following address: notices@eat2earn.co.uk
22.8.2 Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; 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 or at the time recorded by the delivery service; or, if sent by email, at 9.00 am on the next Business Day after transmission.
22.8.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
22.9 Third party rights.
22.9.1 Unless it expressly states otherwise, this Agreement does not give rise to any rights under this Agreements (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
22.9.2 The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.
22.10 Governing law. This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the laws of England.
22.11 Jurisdiction. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.