Merchant Agreement

1. Parties and purpose

This Merchant Agreement (the “Agreement”) is entered into between:

1. ClickMeats (“we”, “us”, “our”, or “the Platform”); and
2. The partner butcher shop named in the accompanying Order Form (“you”, “your”, or “the Shop”).

The Agreement sets out the terms under which the Shop uses the Platform to list products, receive customer orders, and receive payment via Stripe Connect. It is a business-to-business agreement between two commercial parties.

2. Definitions

• Customer — an end-user of the Platform who places an order to collect from the Shop.
• Order — a customer’s paid request to purchase Products from the Shop for click-and-collect fulfilment.
• Products — meat, meat products, and related goods that the Shop lists for sale on its Platform shop page.
• Platform Fee — the percentage of each Order’s value that ClickMeats retains as consideration for use of the Platform (see §4).
• Subscription Fee — the fixed monthly amount payable for continued access to the Platform (see §4).
• Stripe Connect — the third-party payment service (stripe.com/connect) through which Customer payments are collected and disbursed.
• Founding Partner — a Shop that joins the Platform as one of the first 10 partner shops and benefits from the Founding Partner terms in §4.

3. What we provide

During the term of this Agreement, we will provide the Shop with:

• A branded shop page on the Platform showing your business name, logo, opening hours, address, and product catalogue.
• A business dashboard for managing products, prices, opening hours, and incoming Orders.
• Integration with Stripe Connect so Customer payments settle directly to your nominated Stripe account.
• Automated Customer emails at each Order stage (confirmation, ready for collection, refund).
• Support during onboarding and ongoing use of the Platform, contactable at partners@clickmeats.co.uk.

We do not handle food, prepare Orders, take payments outside Stripe, or act as a reseller of your Products. We are the technology platform; you remain the seller of goods.

4. Fees

4.1 Plan options

Unless a separate signed order form says otherwise, the Shop chooses one of two plans:

• Standard — £15 per calendar month plus a 3% Platform Fee on each successful Order.
• Flexible — £0 per calendar month plus a 9% Platform Fee on each successful Order.

No setup fee is charged. Any monthly fee is payable monthly in advance by direct debit or card.

4.2 Platform Fee (commission)

For every successful Order the Shop pays the Platform Fee percentage attached to its chosen plan, calculated from the Order total (excluding delivery and Stripe processing fees). The Platform Fee is deducted automatically by Stripe Connect before the balance settles to your Stripe account.

4.3 Stripe processing fees

Stripe charges its own payment processing fees on every Order. These are Stripe’s fees, not ours, and are passed through before the Shop’s payout is calculated. Current rates are published at stripe.com/gb/pricing.

4.4 Founding Partner terms

If the Shop is a Founding Partner, the following applies for the first 24 months from the Effective Date of this Agreement:

• 0% Platform Fee on every Order.
• The Subscription Fee of £15/month still applies.
• After 24 months the Standard Platform Fee of 3% resumes automatically on new Orders. We will notify you at least 30 days before the transition date.
• Founding Partner status is not transferable if the Shop is sold or restructured.

4.5 VAT

All fees stated are exclusive of VAT. Where VAT applies, it is added at the prevailing rate and shown on the invoice.

4.6 Fee changes

We may change the Subscription Fee or Platform Fee on 60 days’ written notice. If you do not accept the change you may terminate this Agreement without penalty before the change takes effect.

5. Payment flow

Payments from Customers are processed by Stripe under Stripe’s Connected Account Agreement, to which the Shop is a party. In each Order:

1. The Customer pays the full Order value to Stripe by debit/credit card.
2. Stripe applies its processing fee.
3. Stripe deducts the Platform Fee (where applicable) and the Stripe processing-fee pass-through from the amount transferred to the Shop.
4. The remaining balance is transferred to the Shop’s Stripe account on the payout schedule set during Stripe onboarding (typically daily rolling).

ClickMeats does not hold Customer funds at any point. The Shop is the merchant of record for each Order.

6. Food safety and hygiene

The Shop is responsible for full compliance with UK food-law obligations in respect of all Products sold via the Platform. This includes, without limitation:

• Being registered with your local council as a food business under the Food Safety and Hygiene (England) Regulations 2013.
• Holding a current Food Hygiene Rating (or the equivalent in Scotland / Northern Ireland / Wales) and disclosing it to us on request.
• Complying with the General Food Regulations 2004, the Food Safety Act 1990, and any applicable product-specific regulations (e.g. meat hygiene, organic labelling, halal / kosher certification).
• Ensuring all Products are fit for human consumption at the time of collection, correctly stored, and prepared in premises that meet food-safety standards.
• Following your own HACCP or equivalent food-safety management system.

The Shop agrees to indemnify ClickMeats against any claim, loss, or fine arising from a Product supplied to a Customer via the Platform that breaches food-safety law, save where the breach was caused by an act or omission of ClickMeats.

7. Allergens and product information

You are responsible for ensuring every Product listing on the Platform:

• Accurately describes the Product, its provenance, and any preparation method (e.g. curry cut, boneless).
• Discloses the 14 major allergens listed in Annex II of Regulation (EU) No 1169/2011 (retained in UK law by the Food Information Regulations 2014) where applicable.
• Correctly represents any dietary certification (halal, kosher, organic, free-range, grass-fed).
• States the correct price, weight/measure, and minimum-order quantity.

The Shop must upload accurate certification documents where a dietary claim is made and must not mark a certificate as “verified” on the Platform unless the certificate is genuinely valid.

8. Order fulfilment

For every Order the Shop must:

• Prepare the Order in accordance with the Customer’s cut preferences and any special instructions.
• Update the Order status in the business dashboard (Confirmed → Preparing → Ready for Collection) so the Customer receives timely notifications.
• Verify the Order number against the collecting individual before releasing the goods.
• Store prepared Orders in accordance with food-safety requirements pending collection.
• Have the Order ready at or before the collection time chosen by the Customer.

If an Order cannot be fulfilled — for example a Product is out of stock — the Shop must mark the Order as Cancelled and issue a refund via the dashboard within 4 hours of the Customer placing the Order or as soon as reasonably practicable if outside opening hours.

9. Refunds and customer complaints

Because the Shop is the seller of goods, the Shop is primarily responsible for issuing refunds where required by consumer law or by these terms. In particular:

• Where a Customer collects goods that are not of satisfactory quality, not fit for purpose, or not as described (Consumer Rights Act 2015), the Shop must issue a full refund on request within 5 working days.
• Where the Shop cancels or cannot fulfil an Order, the Shop must issue a full refund immediately via the dashboard.
• Where the Shop declines a refund and the Customer escalates to us, ClickMeats may — acting reasonably and on the balance of evidence — require the Shop to issue the refund. If ClickMeats issues or funds a refund manually, the Shop must reimburse ClickMeats or permit set-off against amounts owed where technically and contractually available. This reimbursement / set-off mechanism is a contractual position for solicitor review and is not currently an automated ledger feature in the codebase.

The Shop shall respond to Customer complaints escalated by ClickMeats within 2 working days.

10. Prohibited products and acceptable use

The Shop must not list on the Platform any of the following:

• Products that are not permitted for sale in the UK.
• Products that fail to meet applicable food-safety or labelling requirements.
• Products falsely described as halal, kosher, organic, or free-range without valid certification.
• Products on which the Shop does not hold clean title.

All use of the Platform must also comply with the Acceptable Use Policy in force from time to time.

11. Data protection

The Platform processes personal data about Customers on behalf of the Shop for the purpose of fulfilling Orders. The parties acknowledge that they may be joint controllers in respect of Order-related data. The Data Processing Addendum in effect from time to time forms part of this Agreement and governs the handling of personal data.

Customers place Orders with the Shop via the Platform. The Shop must not use Customer contact details for marketing or any purpose beyond fulfilling that specific Order, unless the Customer has separately opted in. Sale, rental, or transfer of Customer data to any third party is prohibited.

12. Term and termination

12.1 Term

This Agreement takes effect on the date it is signed by both parties and continues on a rolling monthly basis until terminated.

12.2 Termination for convenience

Either party may terminate this Agreement for any reason by giving 30 days’ written notice to the other. On termination the Shop’s listing is removed from the Platform and outstanding Orders must be fulfilled or refunded.

12.3 Termination for cause

Either party may terminate this Agreement with immediate effect on written notice if the other party:

• Materially breaches this Agreement and has not remedied the breach within 14 days of being asked to.
• Becomes insolvent, ceases trading, or has a winding-up order made against it.
• Is convicted of a food-safety offence or has its food business registration revoked (Shop side only).

12.4 Suspension

We may suspend the Shop’s ability to receive new Orders (without terminating the Agreement) where we reasonably believe the Shop is in breach of §6, §7, §10, or §11, until the concern is resolved.

13. Liability

Nothing in this Agreement excludes or limits liability for:

• Death or personal injury caused by negligence;
• Fraud or fraudulent misrepresentation;
• Any liability that cannot lawfully be excluded or limited.

Subject to that, and to the extent permitted by law:

• We are not liable to the Shop for any loss of profit, loss of business, loss of anticipated savings, or any indirect or consequential loss arising out of or in connection with this Agreement.
• Our total aggregate liability to the Shop under or in connection with this Agreement in any 12-month period is limited to the greater of (a) the total fees paid by the Shop to us during that period, or (b) £1,000.

14. Indemnity

The Shop shall indemnify ClickMeats against all losses, fines, penalties, claims, and reasonable legal costs suffered by ClickMeats arising from:

• A breach by the Shop of any warranty or obligation in §6, §7, §8, §10, or §11;
• A claim by a Customer or regulator that a Product supplied by the Shop caused illness, injury, or loss;
• A claim by a third party that Product listings on the Platform infringe their intellectual property or misuse their trade name.

15. Intellectual property

You retain ownership of your business name, logo, product photographs, and other content you upload to the Platform. You grant us a non-exclusive, royalty-free licence to display and use that content:

• On the Platform for the purpose of operating your shop page;
• On our own marketing and social media channels for the purpose of promoting the Platform and your listing (unless you object in writing).

We retain ownership of the Platform, its underlying software, and the “ClickMeats” name and logo.

16. Confidentiality

Neither party shall disclose to any third party any confidential information of the other, including commercial terms, without written consent, except:

• To professional advisers under obligations of confidence;
• Where required by law or a regulator;
• Where the information is already public knowledge.

17. Marketing and testimonials

ClickMeats may name and reference the Shop in Platform marketing materials, on social media, and in case-study-style content, unless the Shop notifies us otherwise in writing. Any quotes attributed to the Shop or its personnel will be checked with you in advance.

18. General

18.1 Notices

Notices under this Agreement must be given by email to the addresses listed in the accompanying Order Form (or, for us, to partners@clickmeats.co.uk).

18.2 Assignment

The Shop may not assign this Agreement without our written consent. We may assign this Agreement to any successor entity on written notice.

18.3 Entire agreement

This Agreement, together with the accompanying Order Form, the Data Processing Addendum, and the Acceptable Use Policy, constitutes the entire agreement between the parties. It supersedes any prior email, WhatsApp, or verbal understandings.

18.4 Third-party rights

A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999.

18.5 Severability

If any provision of this Agreement is held unenforceable, the remainder continues in effect.

18.6 Governing law and jurisdiction

This Agreement is governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales, save that we may bring proceedings in any competent jurisdiction to protect our intellectual property.

19. Contact

Questions about this Agreement: partners@clickmeats.co.uk
Customer support: support@clickmeats.co.uk