These terms & conditions form a part of the Provider Agreement made between Timealy.com ("we" or "us") and the Provider ("you"). The following capitalised terms have the following meanings in the Provider Agreement:
"Administration Fee" our administrative charge, plus each Order paid for online.
"Card Order" an Order placed via an Order Channel, in respect of which we have directly or indirectly collected payment from the Customer using a credit or debit card
"Chargeback" any penalty, payment reversal or similar charges or fees we incur from any card scheme, merchant acquirer or card issuer in respect of Card Orders
"Commission" our commission, plus applicable taxes, charged by us to you on the Gross Order Value of each Order. The amount of commission (excluding taxes) is set out in the Provider Agreement
"Customer" a person who has used an Order Channel to place an Order
"Gross Order Value" the total amount charged by you to the Customer in respect of an Order (exclude Service Charge), including the value of the goods plus (if any) applicable taxes
"Order" an order for your goods placed by a Customer and communicated to you by us, and where relevant any comments directed to you by the Customer
"Order Channel" any of the Website, related mobile applications and ordering platforms
"Premises" an outlet controlled by you from which food, drink and other products are prepared or served or distributed to consumers
"Product" any hardware or software provided by us to you (or your staff or contractors) for the purpose of receiving or managing Orders (or other related purposes)
"Provider Agreement" means the agreement concluded between you and us, which incorporates these term and conditions as well as any Just Eat forms submitted to us by you, and any other terms, rules, guidelines or documents about which we may give you notice that form part of the Provider Agreement
"Provider Charges" collectively, the Commission, the Administration Fee (if applicable)
"Service Charge" the amount, if any, charged by us to the Customer for use of the Order Channels and for the services we provide to the Customer and associated care
"Website" www.Timealy.com and its affiliated websites
1. THE SERVICE WE PROVIDE FOR YOU
1. Order Channels: We enable Customers to place Orders to purchase goods from you via an Order Channel. We intend to make each Order Channel available and functional for the purpose of providing the Service at all times but we are under no obligation to do so.
2. Agency: For the term of the Provider Agreement, you irrevocably appoint and authorise us to act as your agent for the purpose of concluding contracts for the sale of goods between you and Customers by means of Customers placing Orders via an Order Channel. The legal contract for the purchase of your goods will in all cases be between you and the relevant Customer.
3. Marketing: We may carry out marketing activities using your brand, the purpose of which is to generate more Orders for you. For example, we may do this online by search engine optimisation using your brand name or other keywords relating to your restaurant, by displaying your menu in search results (including on online maps) or by adding links to Order Channels in search engine results for your brand. We may also create and promote a website with a domain of our choosing which allows consumers to view your products and links to the Order Channels, and (after first obtaining your permission) place a link to any Order Channel on your own website or other online assets controlled by you or us . You give us your consent to use your name, logo and other intellectual property for the purpose of these marketing activities during the Restaurant Agreement, and you warrant to us that you have the ability to grant this consent to us. Unless you have given us notice to the contrary at any time, you also consent to receiving from time to time direct marketing communications from us relating to our products or services or those of selected third-parties via e-mail, post, or other means of communication.
2. YOUR USE OF THE PRODUCT
1. Ownership of software & use: The Product software remains our property, or that of our licensors at all times. You are authorised to use this software during the Term in accordance with any end-user licence which we give you notice of from time to time. You must ensure compliance with the terms of that licence by your employees and contractors. You must not, and you must ensure that your employees and contractors do not reverse engineer, decompile, disassemble, crack or otherwise misuse the Product software, and you will use reasonable efforts to keep the functionality of the Product software confidential to you and your employees and contractors.
2. Ownership of hardware, repairs & return: Any hardware we might supply to you remains our property at all times, and must be returned to us in good working condition at the end of the Provider Agreement. If it is not returned, or if you damage the Product through negligence, misuse or by allowing alterations to be performed by anyone other than us or our representatives, we may charge you for our reasonable costs of repairing or replacing the relevant hardware.
3. Product changes: We may upgrade or alter the Product hardware or Product software at any time.
4. Product instructions: You must follow any lawful instructions we give you in relation to the use of the Product hardware or software.
5. Remote access: We may remotely access the Product software at any time for any lawful reason, in particular to update the software or to perform software maintenance.
3. YOUR FULFILMENT OF ORDERS
1. Your obligations to Customers: You acknowledge and understand that once a Customer has placed an Order via an Order Channel, a contract for the supply of goods has been created and you are obliged to fulfil that Order in accordance with the Order details received from us. If you do not prepare an Order you receive, you acknowledge that you are in breach of your agreement with the Customer, and that we may take any action we see fit (including refunding the Customer for any amount received by us from them). Сommunicate this to us as soon as possible so that we can inform the Customer.
2. Preparation: The goods forming part of any Order will be supplied from the Premises to which the Order relates and prepared under your control and with reasonable care and skill, and otherwise in accordance with the terms of the Provider Agreement.
3. Customer receipts: You will provide each Customer with a receipt (and a VAT receipt, if applicable) in respect of an Order, if the Customer so requests.
4. YOUR AUTHORITY & CHANGES TO PROVIDER PROPRIETORSHIP
1. Authority to deal with us: Unless we have agreed otherwise in writing, we are authorised to take instructions in respect of your account from, and provide information about your account to, the person who signed the Provider Agreement, any person who appears to us to be employed by that person or by the Provider and any other person who we (acting reasonably) are satisfied has authority to act on your behalf. You will promptly provide us with any information or evidence we may request for the purpose of proving ownership of the Provider or its business or Premises.
2. Complaints & compensation: If a Customer complains to us about any aspect of an Order and we give you details of the complaint you will respond to the Customer in a timely manner and will act reasonably and cooperate with us to ensure a prompt resolution. Where we, acting reasonably, have incurred costs as a direct result of complaints about your goods, Premises or services (including where you have rejected an Order), we may invoice you for those costs.
5. INFORMATION YOU SUPPLY US
1. Accuracy & completeness: You must supply us with any information about your products, your Premises or your business ("partner information") which we (acting reasonably) may ask you to supply, and you must ensure that such information is accurate . You acknowledge that your partner information (such as postcode, radius and opening hours) and information about your dishes and products will be reproduced verbatim for display to Customers via the Order Channels. You must ensure that we are supplied with partner information which is up to date at all times.
2. Allergen information: You are responsible for providing us with up to date details of any allergens in the goods offered for sale via the Order Channels in accordance with applicable laws, and you acknowledge that we will repeat the information you provide about allergens verbatim on the Order Channels. We do not undertake to check, and are not liable for checking this information on your behalf.
3. Food Quality: We are not liable for checking the freshness of food on your behalf and we are not liable for the quality of meals you will be promoting in our platform.
4. Alcohol, tobacco and smoking products: Without limiting your obligations to comply with all applicable laws and regulations, if you sell alcohol, tobacco or other smoking products, you will ensure that the partner information provided by you, and any images of such products provided by you (if any), complies with all applicable laws relating to the marketing, sale, packaging, labelling and health information disclosures for any such products offered for sale by you via an Order Channel.
5. Opening hours: You must keep us informed of your hours of operation, and in the case of sales of alcohol products, any licensing restrictions on the hours during which such products can be sold in accordance the "Opening Hours ", and of any changes to your Opening Hours. If your Opening Hours are stated on your menu, we will be entitled to treat these as the Opening Hours unless you give us notice to the contrary.
6. PRICE PROMISE
Unless we have agreed otherwise, the prices, discounts and special offers you provide in respect of your goods and services through the Order Channels must be no less favored than those offered to consumers via your own online channels for the same goods or services.
7. OUR CHARGES
1. General: We will charge the Restaurant Charges to you in respect of each Order.
2. Other charges to you: We may also charge you for other services we have provided to you or administrative services that will be communicated with the given due notice from time to time.
3. We may charge each Customer who places an Order a Service Charge, as we see fit. Where the Service Charge applies, you will include it in that Customer's receipt for goods.
8. DATA PROCESSING
Identity of data subjects: Customers.
Types of personal data processed: personal details including titles, first name, last name, email address, phone number and online identifiers including IP address.
Duration of processing by you: until the earliest of the expiry of the Provider Agreement plus 28 days, or the date upon which processing is no longer necessary for the performance of your obligations under this Agreement.
Nature of processing: receipt, storage and deletion.
Purpose of processing: the fulfillment of Orders.
Taxes: You are solely responsible for self-assessing, claiming and remitting all applicable taxes.
Inspections: We may, at our cost, inspect your Premises and your business records on no less than 24 hours' notice.
We may display on the Order Channels ratings and comments ("Reviews") provided by Customers regarding your products or edit any Reviews. You will not yourself post, or cause any other party to post any Reviews about your own products or which otherwise breach any guidelines for Reviews published by us.
10. SUSPENSION OF SERVICES
If we (acting reasonably) believe that you are in default of your obligations under the Provider Agreement or otherwise are operating your business in a manner which is harmful to our business, goodwill or reputation then without limiting our other rights or remedies, we may at any time suspend provision of the Services under the Provider Agreement (including by suspending your profile on any Order Channel and ceasing to conclude the sale of your goods via any Order Channel) or any other services that we provide to you without liability to you. If you operate more than one Premises, we are entitled to invoke this clause in respect of only one Premises or all of them, at our reasonable discretion.
11. TERM & TERMINATION
Term: the Provider Agreement comes into force when executed by you, and has an initial term of twelve months. Thereafter, it will automatically renew for successive twelve month periods unless terminated in accordance with its terms.
Termination: You can terminate the Provider Agreement by giving us 30 days' notice at any time. If you are in breach of the Provider Agreement, we can terminate it on notice to you. Otherwise, we can terminate the Provider Agreement by giving you up to 10 days' notice (but not less than reasonable notice) at any time.
Automatic termination: Following execution of the Provider Agreement, we may require you to provide information or execute further documents for the purpose of onboarding the Provider or other compliance purposes. You understand that if you cannot comply with our reasonable requirements within 60 days of execution, and as a result the Provider go online on the Website within that period, the Provider Agreement will automatically terminate on the last day of that period.
Obligations at the end of the Term: At the end of the Term, we will remove or disable the Provider’s profile on the Order Channels reasonably promptly. Both you and we will also promptly stop using each other's intellectual property both online and offline (for example, you will remove any links to the Website which may exist on your own website). We will promptly cease to perform the obligations in section 2 and use reasonable efforts to procure that any affiliate performing similar functions on our behalf ceases to do so, and (if applicable) we will shut down any Order Channel in our control which links to your website. Cached versions of such Order Channels may continue to exist in the web browsers and web servers of search engines and customers following such termination. We will not have any liability to you in connection with these matters to the extent they lie outside of our control.
12. LIMITATION OF LIABILITY & INDEMNITY
General exclusion: Nothing in the Provider Agreement will limit or exclude either party's liability for: death or personal injury caused by its own negligence, or the negligence of its employees, agents or subcontractors; or fraud or fraudulent misrepresentation; or breach of any term implied by any statute or any liability which (in each case) cannot lawfully be limited or excluded. Exclusion of our liability: we are not liable to you whether in contract, tort (including negligence), breach of statutory duty or otherwise for: (a) any special damages, any loss of goodwill, reputation, business, profits, data, actual or anticipated income or profits or loss of contract or any indirect or consequential losses; and (b) any damages, costs, direct or indirect losses which relate to faults, breakdowns or other interruptions to the ability of Customers to place Orders for any reason whatsoever.
Limitation of our liability: Our total liability to you in respect of any losses arising under or in connection with the Provider Agreement howsoever caused is limited to an amount equal to an amount of money held by us on your behalf as at the date of the event giving rise to the claim.
Force majeure: We will not be liable to you as a result of any delay or failure to perform our obligations under the Provider Agreement caused by any event or circumstance beyond our reasonable control. Indemnity: You will indemnify us against: any charges (including Chargebacks), losses, damages or claims (and all related costs) made or levied against us by a Customer or any third party in connection with a breach by you of the Provider Agreement and/or any applicable laws, rules and regulations in force at the relevant time; and any losses, damages or claims (and related costs) resulting from a third-party claim against us relating to a violation of the third party’s intellectual property rights where we have used a brand name, logo or related intellectual property in accordance with the Provider Agreement.
13. FUTURE CHANGES TO THE PROVIDER AGREEMENT & NOTICES
We may make amendments or additions to the Provider Agreement by giving you up to 10 working days' notice (and never less than reasonable notice) at any time. Notices under this Agreement may be given by either party by email, post or via any online portal to which both you and we have access. We may send you documentation (such as rules or guidelines) via these means, and we may specify that such documentation (or part(s) of it) is intended to form part of the Provider Agreement.
14. OTHER MATTERS
Entire agreement: Save as set out in section 1, the Provider Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between the parties,whether written or oral, relating to its subject matter, and neither party will have any claim for innocent or negligent misstatement based upon any statement in the Provider Agreement.
Assignment etc. by us: We are entitled to assign, transfer or sub-contract all or any of our rights and obligations under the Provider Agreement to any entity which is at least 50% owned or controlled by us, or which directly or indirectly controls us, or which is owned (directly or indirectly) by any entity that directly or indirectly controls us, or to any other third-party which owes us at least equivalent obligations as we owe to you under this Agreement.
Assignment etc. by you: You are entitled to assign, transfer, charge, or sub-contract all or any of your rights or obligations under the Provider Agreement only with our prior consent in writing.
Confidentiality: The terms of this Provider Agreement, and any information received pursuant to the Provider Agreement by one party about the other which is not in the public domain is confidential and will not be disclosed during the term of the Provider Agreement or at any time thereafter save as required by law.
Severability: If any of the terms or conditions of the Provider Agreement are declared wholly or partly invalid, illegal or unenforceable, the remainder of the Provider Agreement will remain in full force and effect and any wholly or partly invalid term or condition will be deemed modified to the minimum extent possible to make it valid, legal and enforceable.
Governing law & jurisdiction: The Provider Agreement and any dispute or claim arising out or in connection with it or its subject matter or formation (including any dispute or claim relating to non-contractual obligations) is governed by and construed in accordance with GB law. The courts of GB have exclusive jurisdiction to settle any dispute or claim (including a dispute or claim relating to non-contractual obligations) arising in connection with the Provider Agreement.
Payment processing services for Provider on Timealy.com are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a Provider on Timealy.com, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Timealy.com enabling payment processing services through Stripe, you agree to provide Timealy.com accurate and complete information about you and your business, and you authorize Timealy.com to share it and transaction information related to your use of the payment processing services provided by Stripe.