Platform Terms and Conditions

Welcome to ClickMeats! ClickMeats is an online marketplace and mobile app connecting customers with independent butcher shops for click-and-collect orders of quality meat products.

WHAT PARTS OF THESE TERMS APPLY TO ME?

This agreement governs your use of the ClickMeats online marketplace platform, accessible at clickmeats.co.uk and via our mobile application (Platform) and any other services made available through the Platform. By using the Platform, you agree to be bound by this agreement which forms a binding contractual agreement between you, the User, and us, CLICKMEATS LIMITED (Company Number 17328291) being a company incorporated in England and Wales with registered office address at 140 Caldervale Avenue, Manchester, England, M21 7PY (ClickMeats, the Company, we or us).

The remainder of this agreement is divided into three parts and a schedule:

• Part A (All Users), which sets out terms that apply to all Users;

• Part B (Merchants), which sets out additional terms that apply to Merchants, being independent butcher shops and other food businesses that list and sell Products via the Platform; and

• Part C (Customers), which sets out additional terms that apply to Customers, being persons who place Orders for Products via the Platform for click-and-collect fulfilment (or, where enabled in the future, delivery).

If you intend to use the Platform as a Merchant, only Part A, Part B and Schedule 1 (Data Processing Schedule) of these terms will apply to you.

If you intend to use the Platform as a Customer, only Part A and Part C of these terms will apply to you.

When we talk about the “Services” in this agreement, we are referring to the services available through our website at clickmeats.co.uk, our mobile applications and any associated services we offer, including the ordering, payment routing and notification infrastructure that connects Customers with Merchants.

In this agreement: “Merchant” means an independent butcher shop or other food business that has entered into this agreement with us and lists Products for sale via the Platform; “Customer” means a User who places or seeks to place an Order; “Products” means meat, meat products and related goods listed for sale by a Merchant on the Platform; “Order” means a Customer’s paid request to purchase Products from a Merchant; “Delivery Order” means an Order (if and when delivery functionality is enabled) under which Products are delivered to the Customer instead of collected in store; and “User” means any person who accesses or uses the Platform, including Merchants and Customers.

ClickMeats is an online marketplace. Each Merchant is the seller of record for the Products it lists and sells. When a Customer places an Order, the contract for the sale and purchase of the Products is formed directly between the Customer and the relevant Merchant, as further described in this agreement.

If you access or download our mobile application from the Apple App Store or Google Play Store, you agree to Apple’s Licensed Application End User License Agreement and any Usage Rules set forth in the Apple Media Services Terms and Conditions, or (if you download our mobile application from the Google Play Store) the Google Play Terms of Service.

Part A: All Users

ELIGIBILITY

1. This Platform is not intended for use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Platform. By using the Platform, you represent and warrant that you are:

   1. over the age of 18 years; and

   2. if you are a Customer, accessing the Platform for personal use, unless you tell us otherwise.

2. Please do not access the Platform if you are under the age of 18 years old, or if you have previously been suspended or prohibited from using the Platform.

3. If you use the Platform on behalf of a company or organisation (including a Merchant) you warrant that you have the necessary authority from that company or organisation to do so. If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “User” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Services on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.

ACCOUNTS

1. In order to use most of the functionality of the Platform, all Users are required to sign-up, register and receive an account through the Platform (an Account).

2. As part of the Account registration process and as part of your continued use of the Platform, you are required to provide personal information and details, such as your email address, first and last name, a secure password and your mobile phone number and, if you are a Merchant, business information including your business name, company number (if incorporated), trading address, opening hours and the onboarding details required by our Online Payment Partner, and other information as determined by the Company from time to time.

3. You warrant that any information you give to the Company in the course of completing the Account registration process will always be accurate, honest, correct and up to date.

4. Correspondence in relation to Orders should generally take place through the Platform. However, nothing in this agreement prevents you from contacting a Merchant directly using the contact details displayed on the Merchant’s shop page (for example, to ask about allergens, ingredients or cut preferences before placing an Order), or from communicating with a Merchant as needed to collect an Order.

5. Once you complete the Account registration process, the Company may, in its absolute discretion, choose to accept you as a registered user within the Platform and provide you with an Account.

6. The Company reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you.

7. The Company may suspend or cancel your Account where we reasonably believe that you are in breach of this agreement, where we reasonably consider it necessary to protect the security or integrity of the Platform or other Users, or where your Account has been used fraudulently. If you are a Merchant, suspension and termination are further governed by clause 12 of Part B.

USER OBLIGATIONS

As a User, you agree:

1. not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;

2. to not share your Account with any other person and that any use of your Account by any other person is strictly prohibited. You must immediately notify the Company of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform’s security;

3. to not use the Platform for any purpose other than for the purpose of making arrangements to buy or sell Products, including by not using the Platform:

   1. in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including placing fraudulent or non-genuine Orders, using stolen payment details, filing false chargebacks or fraudulent refund claims, or listing goods that are unlawful to sell in the UK); and

   2. in connection with any commercial or money making or other promotional or marketing endeavours except those that are endorsed herein, or as approved in writing by the Company;

4. not to act in any way that may harm the reputation of the Company or associated or interested parties or do anything at all contrary to the interests of the Company or the Platform;

5. not to make any automated use of the Platform and you must not copy, reproduce, translate, adapt, vary or modify the Platform without the express written consent of the Company;

6. that the Company may change any features of the Platform or Services offered through the Platform at any time without notice to you;

7. that information given to you through the Platform, by the Company or another User including a Merchant, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information, save that nothing in this clause limits a Merchant’s responsibility for information it is required by law to provide about its Products (including allergen information); and

8. that the Company may suspend or cancel your account in accordance with clause 2 if it reasonably considers that you are in breach or are likely to breach this clause 3.

POSTED MATERIALS

WARRANTIES

By providing or posting any information, materials or other content on the Platform (Posted Material), you represent and warrant that:

1. you are authorised to provide the Posted Material (including by being authorised to provide any services that you represent you provide);

2. the Posted Material is accurate and true at the time it is provided;

3. any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;

4. the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;

5. the Posted Material is not “passing off” of any product or service and does not constitute unfair competition;

6. the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;

7. the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system; and

8. the Posted Material does not breach or infringe any applicable laws.

LICENCE

1. You grant to the Company a non-exclusive, transferable, worldwide and royalty-free licence (including the right to sublicense to our service providers) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Material for the purposes of operating, promoting and improving the Platform, including displaying your shop page and Product Listings and (unless you notify us otherwise in writing) promoting the Platform and your listing on our marketing and social media channels. You retain ownership of your Posted Material, including your business name, logo and product photographs.

2. If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release the Company from any and all claims that you could assert against the Company by virtue of any such moral rights.

3. You indemnify the Company against all damages, losses, costs and expenses incurred by the Company arising out of any third party claim that your Posted Material infringes any third party’s Intellectual Property Rights.

REMOVAL

1. The Company does not generally review Posted Material before it is posted, except where this agreement or the law requires otherwise, including our obligations in respect of Ratings and Reviews under clause 7 of Part C. The Company may review and remove any Posted Material (including links to you, your profile or listings you have posted on the Platform) at any time where it reasonably considers that the Posted Material breaches this agreement or any applicable law, or is otherwise harmful to Users or to the Platform. Where we remove or restrict a Merchant’s Product Listing or shop page, we will give the Merchant a written statement of our reasons, identifying the facts and the provision of this agreement relied on, unless we are prohibited by law from doing so.

2. You agree that you are responsible for keeping and maintaining records of Posted Material.

REFUNDS, SERVICE INTERRUPTIONS AND CANCELLATIONS

Cancellations of, and refunds for, Orders are dealt with in clause 7 of Part B (for Merchants) and clause 5 of Part C (for Customers). Subject to those clauses and to a Customer’s statutory rights, the Company will have no liability or obligation to you if:

1. a Merchant cancels an Order or cannot fulfil an Order; or

2. for whatever reason, including technical faults, an Order cannot be placed, fulfilled or completed,

and you will not be entitled to any compensation from the Company, save that where payment has been captured for an Order which is cancelled or cannot be fulfilled, the refund provisions of this agreement and any applicable statutory rights will apply.

VERIFICATION

1. (Verification) We may offer or require Users to verify their details (including, for Merchants: identity, business and bank account details verified through our Online Payment Partner’s onboarding process; food business registration with the relevant local authority; food hygiene rating; and any dietary or religious certification such as halal, kosher or organic certification) using our processes or an external identity verification service as applicable (Verification Service).

2. (Your personal information and privacy) We will collect your personal information in accordance with our Privacy Policy as set out in clause 16. Where a Verification Service is used, you acknowledge and agree that:

   1. we may contact and share your personal information with a Verification Service to verify your details;

   2. we may receive, share and use this information to the extent necessary to carry out the Verification Service, in accordance with our Privacy Policy.

3. (Warranty and Indemnity) You acknowledge and agree that:

   1. we are reliant on the information provided by the Verification Service to verify your identity and to the extent permitted by law, we disclaim all warranties that the Verification Service will be accurate or guarantee that the Verification Service will ensure you contract with a suitable User;

   2. you should make your own inquiries as to other Users’ identities before engaging in contracts with those Users; and

   3. we do not endorse any User, Merchant, Product Listing or Verification Service. A certification or dietary claim displayed on the Platform is made by the relevant Merchant, not by us, and we do not independently audit or certify a Merchant’s compliance with any dietary, religious or other standard.

ONLINE PAYMENT PARTNER

1. We use a third-party online payment partner, currently Stripe Payments UK Limited operating the Stripe Connect service (Online Payment Partner), to collect and process payments on the Platform, including for our Services.

2. When a Customer places an Order, the Customer pays the full Order value to the Online Payment Partner by debit or credit card. The charge is created on the Company’s account with the Online Payment Partner and is automatically transferred to the relevant Merchant’s connected account, net of the Online Payment Partner’s processing fees and of the Platform Fee (where applicable), which the Company collects as an application fee at the time of the charge. The balance is settled to the Merchant’s account held with the Online Payment Partner, in accordance with the payout schedule agreed between the Merchant and the Online Payment Partner.

3. Customer funds are at all times held by the Online Payment Partner in accounts operated under its own regulatory authorisations, and the Company does not itself receive, hold or transmit Customer funds outside the Online Payment Partner’s platform. Because the charge for each Order is created on the Company’s account with the Online Payment Partner, the Company is the settlement merchant for card-processing purposes; the Merchant nevertheless remains the seller of record for the Products, and the contract of sale is between the Customer and the Merchant. Payment processing, custody and transmission services are provided by the Online Payment Partner under its own regulatory authorisations. Customers’ card details are provided directly to the Online Payment Partner and are never stored on our servers.

4. The processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner.

5. To the maximum extent permitted by law (and, if you are a consumer, without affecting your statutory rights), you agree to release the Company and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment.

6. We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.

SERVICE LIMITATIONS

The Platform is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that the Company cannot and does not represent, warrant or guarantee that:

1. the Platform will be free from errors or defects;

2. the Platform will be accessible at all times;

3. messages sent through the Platform will be delivered promptly, or delivered at all;

4. information you receive or supply through the Platform will be secure or confidential; or

5. any information provided through the Platform is accurate or true.

Nothing in this clause affects a Customer’s statutory rights, or a Merchant’s obligations in respect of the Products it sells.

INTELLECTUAL PROPERTY

1. The Company retains ownership of all materials developed or provided (or both, as the case may be) in connection with the Services (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software, and the “ClickMeats” name and logo) (Service Content) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you.

2. You may make a temporary electronic copy of all or part of the Service Content for the sole purpose of viewing it and using the Platform for its intended purpose. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Service Content without prior written consent from the Company or as permitted by law.

3. In this clause 9, “Intellectual Property Rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement, both in the United Kingdom and throughout the world.

THIRD PARTY CONTENT

The Platform may contain text, images, data and other content provided by a third party and displayed on the Platform (Third Party Content). The Company accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.

THIRD PARTY TERMS

1. Payments and certain other services made available through the Platform are provided by third parties (including the Online Payment Partner) and may be subject to the terms and conditions of the relevant third party (Third Party Terms).

2. Users should familiarise themselves with any Third Party Terms applicable to such services before using them. Nothing in this clause or in any Third Party Terms affects a consumer’s statutory rights.

COMPLAINTS AND DISPUTES

1. If your complaint relates to a specific Order or to Products (for example missing items, quality issues, a wrong cut or a late collection), you should first raise it with the relevant Merchant, whose contact details appear on their shop page and in your order confirmation. Users must take all reasonable steps to resolve any dispute with another User directly with that User.

2. If the relevant Merchant has not responded within a reasonable time, has refused a reasonable request, or if your complaint does not relate to another User (including complaints about the Platform itself, charges, your Account or our handling of your personal data), you can report it to the Company at support@clickmeats.co.uk. We aim to acknowledge your complaint within 2 working days and to give you a case reference, and to provide a full response within 10 working days. Whatever the outcome, we will explain our reasoning in writing.

3. (Data protection complaints) If your complaint is about how we handle your personal data, you can make it to us at any time. You do not have to complain to us before approaching the Information Commissioner’s Office, but it will usually be quicker if you do. You can make a data protection complaint by email to admin@clickmeats.co.uk, using the form at clickmeats.co.uk/legal/data-complaint, or by post to our registered office, and we will make that route easy to find in our Privacy Policy. When we receive a data protection complaint we will: acknowledge it within 30 days of receiving it, as section 164A of the Data Protection Act 2018 requires, and in practice we aim to do so within 5 working days; tell you who is dealing with it and give you a case reference; take appropriate steps to investigate it, which may include asking you for further information; and give you a substantive response setting out the outcome, our reasons and what (if anything) we will do differently, without undue delay and normally within 30 days of acknowledging it. If we need longer because your complaint is complex, we will tell you why and when to expect our response. You may complain to the Information Commissioner’s Office at any stage, and nothing in this clause limits that right or your right to a judicial remedy.

4. If you are a consumer and you have completed the steps above and remain unhappy, you may also:

   1. dispute the charge with your card issuer, including under section 75 of the Consumer Credit Act 1974 for credit card purchases where a single item costs more than £100 (and not more than £30,000);

   2. contact Citizens Advice at www.citizensadvice.org.uk or on 0808 223 1133, or Trading Standards via your local council;

   3. complain to the Information Commissioner’s Office (ICO) about data protection matters at ico.org.uk/make-a-complaint or on 0303 123 1113; or

   4. bring a claim, including through Money Claim Online at www.gov.uk/make-money-claim (England and Wales) or the equivalent process in Scotland or Northern Ireland.

5. We are not currently signed up to an alternative dispute resolution (ADR) provider, and you are not obliged to use ADR before pursuing any other route. When we tell you the outcome of a complaint, we will also tell you what is available to you if you remain dissatisfied with that outcome, including whether any ADR arrangement applies, as required by section 308 of the Digital Markets, Competition and Consumers Act 2024.

6. Any costs you incur in relation to a complaint or dispute will be your responsibility, unless the law provides otherwise.

7. The Company may propose an independent mediator or arbitrator if needed. The cost of any mediator or arbitrator will be shared as agreed between the parties to the dispute.

8. If you have a dispute with the Company, you agree to notify us first and give us a reasonable opportunity to resolve the dispute before pursuing any other proceedings. Nothing in this clause prevents a consumer from exercising any legal right or remedy at any time.

9. Notwithstanding any other provision of this clause 12, you or the Company may at any time close your Account or discontinue your use of the Platform.

SECURITY

The Company does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of the Platform. You should take your own precautions to ensure that the process you employ to access the Platform does not expose you to the risk of viruses, malicious computer code or other forms of interference.

DISCLAIMER

1. (Marketplace) The Company operates an online marketplace that facilitates the introduction of Customers and Merchants for the purposes of buying and selling Products. Each Merchant, and not the Company, is the seller of record of the Products it lists and sells. The Company collects the Platform Fee in consideration for providing the Platform and does not have any obligations or liabilities to, and is not a party to, any contract of sale between Customers and Merchants in relation to Products, save as expressly set out in this agreement.

2. (Limitation of liability) To the maximum extent permitted by applicable law, and subject to the remainder of this clause 14, the Company’s liability is limited as follows: to a consumer, as set out in clause 14(d); to a Merchant, as set out in clause 13 of Part B, which is the entire liability regime between the Company and the Merchant and prevails over this clause 14; and to any other User, as set out in clause 14(d), applied as if that clause referred to that User. Subject to those limits, the Company is not liable for loss or damage arising from any Products sold by a Merchant, for which the Merchant is responsible as seller, or for the transmission of any computer virus.

3. (What we do not exclude) Nothing in this agreement excludes or limits the Company’s liability for:

   1. death or personal injury caused by its negligence;

   2. fraud or fraudulent misrepresentation; or

   3. any other liability that cannot be excluded or limited by law.

4. (Consumers) If you are a consumer, nothing in this agreement affects your statutory rights (including under the Consumer Rights Act 2015), and the exclusions and limitations in this clause apply only to the extent permitted by applicable consumer law. Subject to that, the Company’s total liability to a consumer arising from or in connection with any single Order is limited to the total amount paid for that Order, and the Company will not be liable for losses that were not reasonably foreseeable when the Order was placed or for losses that arise from the acts or omissions of a Merchant (which fall under the Merchant’s own liability to the Customer as seller of the Products).

5. (Disclaimer) All express or implied representations and warranties are, to the maximum extent permitted by applicable law, excluded. This does not affect a consumer’s statutory rights.

6. (Indemnity) If you are a Merchant, or you use the Platform in the course of a business, you agree to indemnify the Company and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from you or your representatives’:

   1. breach of any term of this agreement;

   2. misuse of the Platform; or

   3. sale or purchase of Products via the Platform.

7. To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these terms including, for the avoidance of doubt, the provisions of sections 2, 3 and 11 of the Unfair Contract Terms Act 1977 (and, in Scotland, sections 16, 17 and 24 of that Act) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.

CONFIDENTIALITY

You agree that:

1. no confidential or non-public information of the Company that you obtain through the Platform, including system operations, documents, marketing strategies, staff information and client information, may be disclosed or made available to any third parties, save for disclosures required by law or to a regulator, and nothing in this clause prevents you from making fair comment about your own experience of the Platform; and

2. all communications involving the details of other Users on this Platform (including Merchants) are confidential, and must be kept as such by you and must not be distributed nor disclosed to any third party.

PRIVACY

You agree to be bound by the clauses outlined in the Company’s Privacy Policy, which can be accessed at clickmeats.co.uk/legal/privacy.

COLLECTION NOTICE

1. We collect personal information about you in order to enable you to access and use the Platform, to process and fulfil Orders, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy.

2. Our Privacy Policy contains more information about how we use, disclose and store your information and details how you can access and correct your personal information.

NOTICE REGARDING APPLE

If you are accessing the Services from the Apple App Store operated by Apple Inc. (Apple), you acknowledge and agree:

1. this agreement is between you and the Company and not with Apple. Apple is not responsible for the Services or any content available on the Services;

2. Apple has no obligation whatsoever to furnish any maintenance and support services for the Services;

3. in the event of any failure of the Company to conform to any applicable warranty, you may notify Apple, and Apple will refund the price for the Services. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the Company’s responsibility;

4. Apple is not responsible for addressing any claims by you or any third party relating to the Services, including, but not limited to:

   1. product liability claims;

   2. any claim that the Services fails to conform to any applicable legal or regulatory requirement; and

   3. claims arising under consumer protection, privacy, or similar legislation;

5. in the event of any third party claim that the Services or your use of the Services infringes any third party’s intellectual property rights, Apple will not be responsible for the investigation, defence, settlement and discharge of any such claim;

6. that you represent and warrant that:

   1. you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and

   2. you are not listed on any U.S. Government list of prohibited or restricted parties;

7. you must comply with applicable third party terms of this agreement when using the Services; and

8. Apple, and Apple’s subsidiaries, are third party beneficiaries of this agreement, and that, upon your acceptance of this agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against you as a third party beneficiary.

TERMINATION

1. The Company may suspend or terminate a User’s access to any or all of the Platform (including any listings, memberships or Accounts) with immediate effect on written notice if we reasonably believe the User is in serious or repeated breach of this agreement, or otherwise on at least 30 days’ written notice. If you are a Merchant, termination is further governed by clause 12 of Part B. Where a Customer’s Account is terminated, any Order that has been paid for but not fulfilled will be fulfilled or refunded.

2. In the event that a User’s Account is terminated:

   1. the User’s access to all posting tools on the Platform will be revoked;

   2. the User will be unable to view the details of all other Users (including contact details, geographic details, any other personal details and service listings or requests); and

   3. the User may be unable to view the details of Merchants (including contact details, geographic details and any other details), and all listings previously posted by the respective User will also be removed from the Platform.

3. Users may terminate their Account, and any other membership they hold in connection with the Platform, at any time by using the Platform’s functionality, where such functionality is available, or by emailing support@clickmeats.co.uk. Where such functionality is not available, the Company will effect such termination within a reasonable time after receiving written notice from the User.

4. Notwithstanding termination or expiry of your Account, this agreement, or any other membership you hold in connection with the Platform, the provisions of Part A and any other provision in this agreement which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.

TAX

You are responsible for the collection and remission of all taxes associated with the Products you sell or buy or any transactions through your use of the Platform, and the Company will not be held accountable in relation to any transactions between Customers and Merchants where tax related misconduct has occurred. Merchants are responsible for their own VAT registration and accounting in respect of Products they sell.

RECORD / AUDIT

To the extent permitted by law, the Company reserves the right to keep all records of any and all transactions and communications made through this Platform between you and other Users (including conversations, Orders, user posts, comments, feedback, cookies, and I.P. address information) for administration purposes and for the retention periods set out in our Privacy Policy and also holds the right to produce these records in the event of any legal dispute involving the Company.

(Records of acceptance) We keep records of how and when each User accepted this agreement and of the version accepted. For Customers, that record includes: the date and time of acceptance; the account or device identifier and IP address from which acceptance was given; the version identifier of the terms displayed; the wording and position of the acceptance statement and the tick-box or button used; and a retained copy of the version of the terms as displayed. For Merchants, the record additionally includes: the name and role of the individual who accepted on the Merchant’s behalf; any electronic signature and its audit trail; and the version of Schedule 1 (Data Processing Schedule) accepted. We keep these records for at least 6 years after the relationship ends and may produce them as evidence of the terms agreed.

(Updates to these terms) We may update this agreement. We will publish each updated version with a version number and an effective date and will keep superseded versions available on request. For Customers, the version in force when an Order is placed governs that Order; we will notify material changes and ask you to accept the updated terms before you place your next Order. For Merchants, we will give at least 15 days’ written notice of any change (and at least 60 days for a change to the Subscription Fee or the Platform Fee), you may terminate before the change takes effect if you do not accept it, and we will keep a record of your acceptance of each version. We will not apply a change retrospectively to an Order already placed.

(Relationship with earlier agreements) For each Merchant, this agreement (comprising Part A, Part B and Schedule 1) replaces and supersedes, with effect from the date that Merchant accepts it, any earlier ClickMeats merchant agreement and any earlier ClickMeats data processing agreement or addendum between the Company and that Merchant, except that: accrued rights, liabilities and obligations under the earlier agreements are unaffected; any Order placed before that date continues to be governed by the terms in force when it was placed; and nothing in this agreement reduces a Customer’s statutory rights. In the event of conflict, this agreement prevails over any earlier merchant agreement, and Schedule 1 prevails over any earlier data processing agreement and over the rest of this agreement in respect of data protection matters.

NOTICES

1. A notice or other communication to a party under this agreement must be:

   1. in writing and in English; and

   2. delivered via email to the other party: for notices to us, to support@clickmeats.co.uk (for Customers) or partners@clickmeats.co.uk (for Merchants); and for notices to you, to the email address associated with your Account or otherwise most regularly used by the parties to correspond regarding the subject matter of this agreement (Email Address). The parties may update their Email Address by notice to the other party.

1. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:

   1. 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in England and Wales, in which case the notice will be taken to be given on the next occurring business day; or

   2. when replied to by the other party,

whichever is earlier.

GENERAL

GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement, save that if you are a consumer we will bring proceedings against you only in the courts of the part of the United Kingdom in which you live, and if you are a consumer resident in Scotland or Northern Ireland you may also bring proceedings in your local courts, and nothing in this clause limits a consumer’s right to rely on any mandatory provisions of applicable law. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

THIRD PARTY RIGHTS

Other than as set out in clause 18 (Notice Regarding Apple), this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. You and the Company may vary or rescind this agreement in accordance with clause 21 of Part A without the consent of Apple or any of its subsidiaries, and section 2(1) of that Act does not apply.

WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

ASSIGNMENT

You cannot assign, novate or otherwise transfer any of your rights or obligations under this agreement without the prior written consent of the Company. The Company may assign this agreement to any successor entity on written notice to you.

COSTS

Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

ENTIRE AGREEMENT

This agreement, together with Schedule 1 (Data Processing Schedule) (which applies to Merchants) and our published Privacy Policy and Cookie Policy, embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement, including (for Merchants) any earlier ClickMeats merchant agreement and any earlier ClickMeats data processing agreement, as further described in clause 21 of Part A. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

INTERPRETATION

1. (singular and plural) words in the singular includes the plural (and vice versa);

2. (gender) words indicating a gender includes the corresponding words of any other gender;

3. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

4. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

5. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

6. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

7. (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;

8. (headings) headings and words in bold type are for convenience only and do not affect interpretation;

9. (includes) the word “includes” and similar words in any form is not a word of limitation; and

10. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

Part B: Merchants

ELIGIBILITY, ONBOARDING AND QUALIFICATIONS

1. You must be a food business operating in the United Kingdom. As part of onboarding, you must provide the business and contact information we reasonably request, and you must create a connected account with our Online Payment Partner and complete its onboarding and know-your-customer checks before you can receive payment for Orders.

2. If in any of your Product Listings or anywhere on your Account you hold yourself out to possess certain qualifications, registrations, ratings or certifications (including any food hygiene rating, or any halal, kosher, organic, free-range or grass-fed certification) (Qualifications), you warrant to the Company that you do hold such Qualifications and if requested, will promptly provide the Company with evidence of the Qualifications. You must not represent a certification as valid or verified on the Platform unless the underlying certificate is genuinely valid and current.

PRODUCT LISTINGS

You acknowledge and agree that:

1. you must use your best endeavours to provide as much information as possible in any listing you submit to the Platform in which you offer to sell Products (Product Listing). Each Product Listing must accurately describe the Product, its provenance and any preparation method (for example, curry cut or boneless); disclose the presence of any of the 14 major allergens listed in Annex II of assimilated Regulation (EU) No 1169/2011 (and, in Northern Ireland, that Regulation as it applies there), as supplemented by the Food Information Regulations 2014 or the equivalent regulations applying in Wales, Scotland or Northern Ireland, where applicable; correctly represent any dietary certification; and state the correct price, weight or measure and any minimum order quantity;

2. (Minimum pre-contract information) Before a Customer can buy a Product, the following minimum information must be shown for that Product on the Platform, and you must provide it to us using the fields we make available: the name and a description of the Product; for any Product that is prepared, made up or processed rather than sold as a plain cut — for example burgers, kebabs, sausages, marinated or coated products — the allergen information required by Article 44 of that Regulation and, where the Product is prepacked, a list of its ingredients in descending order of weight as recorded at the time of their use, headed “Ingredients”, with the regulated allergens emphasised as Article 21(1) requires. Where you give an ingredients list for a Product that is not prepacked you are not obliged to do so, but if you do it must comply with Articles 18 and 21; the price the Customer will pay and, for Products sold loose or by weight, the price per unit of weight; the weight, quantity or measure to which that price relates; the presence of any of the 14 regulated allergens in the Product, or a statement that it contains none of them, including allergens arising from marinades, seasonings, coatings, cures and binders; where you cannot rule out cross-contamination, a “may contain” statement identifying the relevant allergens; the country of origin or place of provenance where food information law requires it for the meat in question; storage and use instructions and, where applicable, a use-by indication; any minimum order quantity; and the identity of the certification body for any halal, kosher, organic, free-range or grass-fed claim you make.

3. (Completing the Platform fields) The Platform provides fields for product descriptions, ingredients and allergen information for Products where that information is relevant. You must complete those fields accurately for every applicable Product before it becomes available to order, and you must keep them up to date. Where the Platform does not yet provide a field for other information that food information law requires to be given before a purchase is concluded, you must either include that information in the Product description or not list the Product until the field is available. You must in every case make the mandatory food information available to the Customer free of charge at the point of collection, including on the packaging or label and, where you give the information orally, by displaying a clearly visible notice telling Customers how to obtain it. We will tell you when new listing fields become available and may require you to complete them for existing Product Listings within a reasonable period.

4. the Company may choose not to accept any Product Listing you submit to the Platform, and the Company may limit the number of Product Listings you can submit to the Platform;

5. any information you supply in a Product Listing must be true, timely and accurate, and you must upload an accurate certificate where a dietary claim is made, so that we can verify the certifying body, the type of certification and the expiry date; we delete the uploaded certificate once it has been verified and keep only those details;

6. you must take all reasonable steps to fulfil every Order for your Products placed by a Customer, including by not cancelling an Order except where you are genuinely unable to fulfil it (there being no separate acceptance step, as Orders are created automatically on successful payment);

7. you must deal with any dispute with a Customer in accordance with clause 12 of Part A;

8. any additional terms and conditions relating to a Product Listing are solely between you and the relevant Customer and do not involve the Company in any way, except that they must not be inconsistent with your or the Customer’s obligations under this agreement or reduce a Customer’s statutory rights; and

9. the Company will have no responsibility for the accuracy, reliability or timeliness of any Customer’s response to a Product Listing.

FOOD SAFETY AND HYGIENE

You are solely responsible for full compliance with UK food-law obligations in respect of all Products you list and sell via the Platform. Without limitation, you must:

1. be, and remain, registered with your local authority as a food business, as Article 6(2) of Regulation (EC) No 852/2004 requires, as enforced by the Food Safety and Hygiene (England) Regulations 2013 (or the equivalent legislation applicable in Wales, Scotland or Northern Ireland);

2. hold a current food hygiene rating (or the equivalent in Scotland, Wales or Northern Ireland) and disclose it to us on request;

3. comply with the Food Safety Act 1990, the General Food Regulations 2004, and Regulation (EC) No 178/2002 and Regulation (EC) No 852/2004 (each as assimilated in UK law or, in Northern Ireland, as they apply there) and any applicable product-specific regulations (including meat hygiene, organic labelling and halal or kosher certification requirements);

4. ensure all Products are fit for human consumption at the time of collection (or, for any future Delivery Order, at the point of handover), correctly stored, and prepared in premises that meet food-safety standards;

5. operate and follow your own HACCP or equivalent food-safety management system; and

6. notify us immediately of any food-safety incident relating to Products sold via the Platform, any enforcement action by a local authority or the Food Standards Agency, any revocation or suspension of your food business registration, or any food-safety prosecution.

7. You agree to indemnify the Company in accordance with clause 14 of this Part B 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 the Company.

8. (Withdrawal and recall) You are the food business operator responsible for the Products you list and sell. Where you have reason to believe that a Product you have listed or supplied via the Platform is unsafe, does not comply with food safety requirements, is incorrectly labelled or described as to allergens, or should otherwise be withdrawn from sale or recalled from Customers, you must: immediately stop selling it and de-list it, or ask us to de-list it; notify us at partners@clickmeats.co.uk without delay and in any event within 4 hours of forming that belief, giving the Product details, the batch or preparation dates, the Order numbers affected and the nature of the risk to consumers; carry out the withdrawal or recall required of you by food law and notify your local authority and the Food Standards Agency where you are required to do so; and maintain traceability records sufficient to identify the affected Products and Orders.

9. (Customer contact and refunds) We will cooperate with you on any withdrawal or recall. Where affected Products were bought through the Platform we will, on your instructions and at your cost, contact the affected Customers using the contact details we hold and send the recall message agreed with you or required by the relevant authority; and we may do so on our own initiative, at your cost, where you fail to act promptly and consumer safety requires it. You must refund in full every affected Customer who is entitled to a refund, whether or not the Product has been returned, and you must not make a refund conditional on the Customer returning a Product that is unsafe to handle or has been disposed of, or on the Customer giving up any other right.

10. (Suspension) We may with immediate effect remove or suspend a Product Listing, suspend your ability to receive new Orders, or suspend your shop from the Platform, where we reasonably consider it necessary in connection with a suspected or actual withdrawal, recall, food-safety incident, allergen mislabelling or regulatory enforcement action, and we may maintain that suspension until we are reasonably satisfied the matter has been resolved. We will tell you the reason for any suspension and will lift it as soon as it is reasonable to do so. Nothing in this clause makes the Company the food business operator responsible for your Products or transfers any of your statutory food-safety duties to us.

ORDERS AND FULFILMENT

For every Order, you must:

1. prepare the Order in accordance with the Customer’s cut preferences and any special instructions, and in accordance with all applicable laws, regulations and industry standards;

2. (Variable-weight Products) where a Product is sold by weight, use reasonable endeavours to prepare the quantity ordered as accurately as is reasonably practicable. You acknowledge and agree that: the Customer must not be charged more than the amount confirmed at checkout unless the Customer separately agrees to a different quantity and price before the Order is prepared; where the prepared weight exceeds the quantity ordered, the excess is supplied at no additional charge or is not supplied, at your option; where the prepared weight falls short of the quantity ordered by more than 5%, you must refund the difference in value or, if the Customer prefers and you are able, make up the shortfall; and a variation of not more than 5% either way, which is disclosed to the Customer on the Product page before purchase, forms part of the description of the Product and does not of itself require a refund or a price adjustment. Nothing in this paragraph limits your obligations under weights and measures law, your obligation to weigh and price Products accurately, or the Customer’s statutory rights where the Products supplied do not conform to their description;

3. update the Order status in your business dashboard (Confirmed, Preparing, Ready for Collection) so that the Customer receives timely notifications;

4. store prepared Orders in accordance with food-safety requirements pending collection, so that Products are fit for purpose and for human consumption at the time of collection; and

5. have the Order ready at or before the collection time chosen by the Customer, and verify the Order number against the collecting individual before releasing the goods.

6. You acknowledge and agree that a Customer may review your shop or the Products you supply in accordance with clause 7 of Part C of this agreement, if and when review functionality is made available on the Platform. You must not write, commission, solicit or incentivise a Review that is fake, that does not reflect a genuine Purchase Experience, or that concerns a competitor; you must not offer any benefit in exchange for a positive Review, for the removal or alteration of a genuine Review, or for a Customer not leaving a Review; and you must not selectively solicit Reviews only from Customers you believe to be satisfied. You may report a Review you believe breaches clause 7 of Part C using the process in that clause. Breach of this paragraph is a material breach of this agreement.

7. If a Customer requests to change the collection time for an Order, you may choose to accept or reject such a request, acting reasonably. If an Order cannot be fulfilled — for example, a Product is out of stock — you must mark the Order as cancelled and issue a full refund via your dashboard within 4 hours of becoming aware that the Order cannot be fulfilled (or as soon as reasonably practicable if that occurs outside your opening hours).

8. (Uncollected Orders) Where a Customer does not collect an Order, you must: keep the Order under proper refrigeration and in accordance with your food-safety management system; make at least one reasonable attempt to contact the Customer using the phone number provided with the Order, which you may use for that purpose and for no other purpose; and hold the Order for at least 24 hours from the chosen collection time or, where you are closed for the whole of the following day, until the end of your next opening day. After that holding period you may dispose of the Order. You must dispose of the Products sooner if food safety law or your food-safety management system requires it, and you must not re-sell, re-list or otherwise supply Products that are no longer safe or lawful to sell. Where an Order is disposed of because the Customer did not collect it and you have complied with this paragraph, no refund is due to the Customer; where the Customer did not collect for a reason attributable to you, you must issue a full refund. You must record the holding period, the contact attempt and the disposal in your dashboard or your own records. You must take reasonable steps to sell the Products to another customer where it is lawful and safe to do so, and must refund the Customer the amount you recover for them. Where the Products cannot be sold and are disposed of, the Platform Fee on that Order is reversed.

FEES

1. Unless otherwise agreed with us in writing, you must choose one of the following plans:

   1. Standard — a subscription fee of £15 per calendar month (Subscription Fee) plus a platform fee of 3% of the value of each successful Order (Platform Fee); or

   2. Flexible — no Subscription Fee, plus a Platform Fee of 9% of the value of each successful Order.

2. The Platform Fee is calculated on the Order total (excluding any delivery charges and the Online Payment Partner’s processing fees) and is collected automatically by the Company as an application fee on the charge at the time of payment, before the balance settles to your connected account with the Online Payment Partner. The Platform Fee is separate from, and calculated independently of, the Online Payment Partner’s processing fees, which are additionally passed through to you and taken into account before your payout is calculated. Any Subscription Fee is payable monthly in advance. Until automated subscription collection is available on the Platform, we will invoice you for the Subscription Fee monthly in advance and payment is due within 14 days of the date of the invoice. Once automated collection is available we will give you at least 30 days’ written notice before collecting the Subscription Fee automatically by direct debit or card, and you must from that date keep a valid mandate or card on file. If an invoice is not paid when due or an automated collection fails: we will notify you and you will have a grace period of 14 days from that notice in which to pay; if the amount is still unpaid at the end of the grace period, we may suspend your ability to receive new Orders until it is paid; and if it is still unpaid 30 days after the end of the grace period, we may terminate this agreement for cause and recover the amount as a debt. We may claim interest and our reasonable costs of recovery on any overdue amount under the Late Payment of Commercial Debts (Interest) Act 1998, and we may set off any overdue amount against amounts we owe you or deduct it from amounts collected on your behalf through the Online Payment Partner, where technically and contractually available. Suspension does not relieve you of your obligation to fulfil Orders already placed. No set-up fee is charged.

3. (Founding Partner offer) If you join the Platform as one of the first 10 Merchants and we confirm you as a Founding Partner, then for the first 24 months from the date of this agreement: the Platform Fee will be 0% on every Order (the Online Payment Partner’s processing fees continue to be passed through to you and taken into account before your payout is calculated, because they are not part of the Platform Fee); the Subscription Fee of £15 per calendar month still applies during that period, regardless of your chosen plan; after the 24-month period, the Platform Fee applicable to your chosen plan resumes automatically on new Orders, and we will notify you at least 30 days before the transition date. Founding Partner status is personal to you and is not transferable, including if your business is sold or restructured.

4. The balance of each Order (minus the Online Payment Partner’s processing fees and the Platform Fee) will be held in your Online Payment Partner account, by the Online Payment Partner, and transferred to your nominated bank account in accordance with the Online Payment Partner’s terms and conditions and payout schedule.

5. You:

   1. appoint the Online Payment Partner, and the Company to the extent the charge for an Order is created on the Company’s account with the Online Payment Partner, as your limited collection agent solely for the purpose of accepting payment of the Order value from the Customer on your behalf, and appoint the Company as your agent to accept a Customer’s Order, and so to conclude the contract of sale, on your behalf on the terms of your Product Listing and Part C. Confirmation of an Order by the Platform is your acceptance of the Customer’s offer, and payment to the Company or to the Online Payment Partner discharges the Customer’s obligation to pay you. The Company acts as agent for you alone and never for the Customer. Neither the Company nor the Online Payment Partner is the seller of the Products, and this appointment does not make the Company a party to your contract of sale with the Customer;

   2. agree that payments made by Users to the Online Payment Partner (acting as your collection agent) will be considered the same as payments made directly to you; and

   3. agree that all payments to your nominated bank accounts will be made in accordance with the timing specified by the Online Payment Partner, which may vary depending on your geographic location. The Online Payment Partner’s current payment terms are available at https://stripe.com/docs/payouts.

6. The Company reserves the right to change the Subscription Fee or the Platform Fee at any time by updating this agreement, on written notice to you. We will provide you with at least 60 days’ written notice if this occurs, and if you do not accept the change you may terminate this agreement without penalty before the change takes effect, on written notice to us. Your continued use of the Services after the change takes effect will constitute your consent to the change.

7. All fees stated are exclusive of VAT. Where VAT applies, it will be added at the prevailing rate and shown on the relevant invoice. You acknowledge and agree that, unless applicable laws or regulations require otherwise, taxes (including VAT) applicable to the Products will be included in the Order total and the Platform Fee will be calculated on the Order total inclusive of such taxes.

8. The Online Payment Partner charges its own payment processing fees on every Order. These are the Online Payment Partner’s fees, not ours, and its current rates are published at stripe.com/gb/pricing.

PAYMENT FLOW AND CHARGEBACKS

Payments from Customers are processed by the Online Payment Partner under its connected account agreement, to which you are a party. In respect of each Order:

1. the Customer pays the full Order value by debit or credit card. The charge is created on the Company’s account with the Online Payment Partner as a destination charge, with your connected account specified as the transfer destination;

2. the Online Payment Partner’s processing fees for the charge are debited to the Company’s account with the Online Payment Partner and, as between you and the Company, are passed through to you and taken into account before your payout is calculated;

3. the Platform Fee (where applicable) is collected by the Company as an application fee on the charge. The Platform Fee is calculated separately from, and in addition to, the Online Payment Partner’s processing fees, and is 3% of the Order value on the Standard plan, 9% on the Flexible plan and 0% during any Founding Partner period; and

4. the remaining balance (being the Order value less the Online Payment Partner’s processing fees and less the Platform Fee) is transferred to your connected account with the Online Payment Partner and paid out on the payout schedule set during your onboarding with the Online Payment Partner (typically daily rolling).

5. You are the seller of record for the Products in each Order, and the contract of sale is between you and the Customer. Because the charge is created on the Company’s account with the Online Payment Partner, the Company is the settlement merchant for card-processing purposes. Customer funds are at all times held by the Online Payment Partner under its own regulatory authorisations, and the Company does not itself receive, hold or transmit Customer funds outside the Online Payment Partner’s platform.

6. Where an Order is refunded through the Platform’s refund flow, both the transfer to you and the Platform Fee are reversed, in full for a full refund and proportionately for a partial refund. The Online Payment Partner does not return its processing fees on a refunded charge, so the parties are not restored precisely to their original position; clause 7 of this Part B allocates those fees between us.

7. Where a chargeback or payment dispute is raised in respect of an Order, the Online Payment Partner debits the disputed amount, and any related dispute fee, to the Company’s account with the Online Payment Partner, and clause 7 of this Part B applies to its recovery from you. As between you and the Company: chargebacks and disputes arising from matters for which you are responsible under this agreement (including Product quality, misdescription, or failure to fulfil an Order) are your responsibility, and you must promptly reimburse us on request for, or permit us to set off against amounts owed to you, any amount we bear in respect of such a chargeback; and chargebacks arising from a failure of the Platform or our own error are our responsibility.

REFUNDS AND CUSTOMER COMPLAINTS

1. Because you are the seller of record for your Products, you are primarily responsible for issuing refunds to Customers 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 (within the meaning of the Consumer Rights Act 2015), you must issue a refund on request within 5 working days; and where you cancel or cannot fulfil an Order in whole, you must issue a full refund immediately via your dashboard. The Platform supports both full and partial refunds, and you must use whichever is appropriate to the circumstances. Refunds must be issued through the Online Payment Partner’s refund flow to the Customer’s original payment method.

2. You must ensure that your handling of cancellations and refunds complies with all applicable laws, including the Consumer Rights Act 2015 and, to the extent applicable, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

3. (Partial refunds) Where only part of an Order is affected — for example where an item is missing, wrong, unavailable, underweight, damaged, spoiled or otherwise unsuitable — you must refund the affected items, together with any charge properly attributable to them, rather than the whole Order, unless the Customer is entitled to reject the Order as a whole or you and the Customer agree otherwise. You may enter a partial refund amount in your dashboard, and the total of all refunds issued in respect of an Order must not exceed the Order total.

4. (Effect on fees) Where a refund is processed through the Online Payment Partner’s refund flow, the Platform Fee attributable to the refunded amount is reversed, in full for a full refund and proportionately for a partial refund. The Online Payment Partner does not return its processing fees on a refunded or partially refunded charge and may charge a further fee for processing the refund; as between you and the Company those fees remain your cost where the refund is attributable to a matter for which you are responsible under this agreement.

5. (Disputes and chargebacks) Where a Customer raises a chargeback or payment dispute, the Online Payment Partner debits the disputed amount, and any related dispute fee, to the Company’s account with the Online Payment Partner. As between you and the Company you are responsible for chargebacks and disputes arising from matters for which you are responsible under this agreement, and you must give us the evidence and information we reasonably request to defend a dispute within 2 working days of our request.

6. (Recovery) Where the Company bears or funds a refund, chargeback, dispute fee, processing fee or other amount that is attributable to you under this agreement, we may recover it from you by any one or more of the following methods: reversing or withholding the corresponding transfer or payout through the Online Payment Partner; deducting the amount from, or setting it off against, any amounts we owe you or collect on your behalf; invoicing you, in which case payment is due within 14 days; suspending your ability to receive new Orders until the amount is paid; and, if it remains unpaid, recovering it as a debt together with our reasonable costs of recovery. We will tell you the amount and the reason before exercising a right of recovery unless it is not reasonably practicable to do so, and we will act reasonably and proportionately in choosing the method used.

7. Where you decline a refund and the Customer escalates the matter to the Company, the Company may — acting reasonably and on the balance of the evidence — require you to issue the refund. If you fail to do so, or if we otherwise reasonably consider it necessary, we may take one or more of the following actions:

   1. suspend or cancel your Account and/or any membership you hold in connection with the Platform;

   2. issue or fund the refund of the Order value to the relevant Customer ourselves; and

   3. if we issue or fund a refund, require you to reimburse us for all or part of the refunded amount (and issue you with an invoice for that amount), or set off that amount against any amounts owed by us to you, where technically and contractually available.

8. Subscription Fees are non-refundable except where required by law or expressly agreed in writing. The Company may, in its absolute discretion, make goodwill refunds or credits in other circumstances.

9. You must respond to Customer complaints escalated to you by the Company within 2 working days. You agree to honour and comply with the process set out in this clause 7 in the event of a pricing error in a Product Listing.

MARKETPLACE PROTECTIONS: NON-CIRCUMVENTION

1. (Non-circumvention) You must not encourage, direct or solicit any Customer introduced to you through the Platform to complete or divert transactions away from the Platform for the purpose of avoiding the Platform Fee. Without limiting the foregoing, while you are a Merchant on the Platform and for 3 months after your Account is closed (for whatever reason), you must not, either directly or indirectly, use Customer contact details or other information obtained through the Platform to solicit off-Platform orders for goods of the kind offered via the Platform from any Customer whom you came to know about through the Platform. Nothing in this clause prevents a Customer from choosing of their own accord to deal with you directly, restricts your ordinary in-store sales to walk-in customers, or restricts general advertising by you that is not targeted at Customers introduced through the Platform. You are free to set your own prices in your shop, on your own website and through any other channel, and nothing in this agreement requires your Platform prices to match or undercut them. Nothing in this clause prevents you from serving, or continuing a pre-existing relationship with, any person who was already your customer before they became a Customer on the Platform, or from responding to an unsolicited approach from a Customer. This clause is intended only to protect the Company against the deliberate diversion of Platform-generated demand in order to avoid the Platform Fee, and will be construed no more widely than is necessary for that purpose.

2. (Customer data) You must not use Customer contact details or order history for marketing or for any purpose beyond fulfilling the specific Order, unless the Customer has separately opted in through the Platform. You must not sell, rent, share or transfer Customer data to any third party. Schedule 1 (Data Processing Schedule) contains further obligations in respect of Customer personal data.

3. The Company may, acting reasonably, suspend or cancel your Account and suspend you from using the Platform if it finds or reasonably suspects that you have breached or are in breach of this clause 8.

BINDING CONTRACT

You agree that when a Customer places an Order for your Products, this constitutes the Customer’s intention and offer to enter into a contract with you, under which you will supply the Customer with the Products specified in the Order in exchange for payment of the Order value. A contract is formed directly between you and the Customer at the moment the Customer’s payment is successfully authorised and the Order is confirmed by the Platform. There is no separate step at which you accept or decline an Order: a successfully paid Order is entered automatically into your order flow, is accepted on your behalf by the Company as your agent under clause 5 of this Part B, and you are notified of it. You must therefore keep your Product Listings, stock levels, opening hours and collection slots up to date, because any Order placed against them binds you as soon as payment is taken. If you are genuinely unable to fulfil an Order, your remedy is to cancel and refund it under clause 4 and clause 7 of this Part B, not to decline it. The Company is not a party to that contract; you are the seller of record of the Products.

WARRANTIES

By listing yourself as a Merchant on the Platform or posting a Product Listing, you represent and warrant that:

1. you are able to fulfil Orders for the Products specified in your Product Listings, and you hold clean title to all Products you list;

2. you will supply Products to each Customer:

   1. using suitably qualified and trained personnel exercising due care and skill and in accordance with the best industry standards applicable to the preparation, storage and sale of meat products; and

   2. in compliance with all applicable laws; and

3. no individual involved in your business has been disqualified from operating a food business, and there are no current legal, criminal, civil or administrative proceedings against you or your business that would materially affect your ability to perform this agreement.

DELIVERY (FUTURE FEATURE)

1. Delivery is not enabled at launch: the Platform currently supports click-and-collect Orders only. This clause 11 sets out the framework that will apply if and when the Company enables delivery functionality, whether generally or for particular Merchants. Delivery will not be enabled for your shop until the conditions in this clause are satisfied, and we will give you prior written notice before delivery is enabled for your shop.

2. (Delivery models) If delivery is enabled, you may be permitted to fulfil Delivery Orders using either of the following models, subject to the Company’s prior approval:

   1. (Shop-owned delivery) you deliver Delivery Orders using your own staff, workers, contractors, vehicles, equipment, packaging, food-safety procedures and insurance; or

   2. (Third-party courier) you deliver Delivery Orders through a third-party courier or delivery provider that you select and engage directly,

(in each case, the person performing the delivery being a Delivery Provider).

3. In each model, you remain the seller of record for the Products and are responsible for ensuring that Delivery Orders are safe, lawful, properly packed, accurately labelled and delivered in accordance with applicable food-safety and consumer-law obligations. Where you use a third-party courier, your contract with that courier is directly between you and the courier: you are responsible for selecting a Delivery Provider that is competent for chilled food delivery and for ensuring that the courier’s terms, insurance, operating procedures and incident processes are suitable for the Products. The Company acts solely as a technology platform, does not handle, pack, transport, store or inspect Products, and is not a party to, or an agent in respect of, any delivery arrangement.

4. (Courier services arranged by the Company) The Company may in future integrate with, or arrange, a courier service that Merchants can use. That model is not available under this agreement. If the Company introduces it, it will be offered under a separate delivery addendum, because it would require the Company to contract with a carrier and would alter the allocation of risk, insurance and regulatory responsibility set out in this clause 11. Until such an addendum is agreed with you, every Delivery Order must be fulfilled under one of the models in clause 11(b).

5. (Conditions precedent) Before delivery is enabled for your shop, you must: accept the delivery operating requirements we notify to you, which will supplement and not replace this agreement unless the delivery business model differs materially from that contemplated by this clause 11; provide evidence of insurance appropriate to your delivery model (including public liability insurance, product liability insurance covering perishable food, employer’s liability insurance where you use staff, motor insurance covering business use and, where required, hire-and-reward cover, and goods-in-transit cover where available); provide your written delivery food-safety procedure (including temperature-control method, maximum delivery windows, packaging standard, failed-delivery procedure and incident escalation); and confirm that your HACCP or equivalent food-safety management system has been updated to cover delivery.

6. (Food safety in transit) For every Delivery Order, you must: pack Products in suitable food-safe, leak-resistant, tamper-evident and temperature-appropriate packaging before dispatch; use insulated packaging, cool packs, refrigerated transport or other controls appropriate to the Product, the expected delivery time, weather conditions and route; set and follow maximum dispatch-to-handover windows for raw meat, chilled meat products and other time or temperature-sensitive goods; refuse or cancel delivery where safe temperature control cannot reasonably be maintained (including during hot weather, driver shortages, vehicle failure or unusually high demand); keep written or electronic records sufficient to evidence safe dispatch, delivery timing and any temperature-control checks; and ensure Products are fit for human consumption at the point of handover to the Customer or other authorised recipient.

7. (Drivers and chain of custody) Where you use your own delivery staff or contractors, you are responsible for vetting, training, supervising and insuring those individuals, and for ensuring that they: understand food-hygiene, allergen cross-contamination, no-tampering and customer-handover requirements; do not open, interfere with, substitute, consume, contaminate, damage, steal, delay or mishandle Products; follow safe and lawful road-use practices; and hold any required licence, insurance or hire-and-reward cover. Where you use a third-party courier, you remain responsible for the matters in this clause in respect of the courier’s performance.

8. (Handover) The Delivery Provider must use reasonable handover checks (such as order number, recipient name or delivery-photo proof). The customer-facing rules on delivery — including customer address obligations, unattended delivery, failed delivery and the effect on refunds — are set out in clause 6 of Part C and will be supplemented by any delivery operating requirements notified before the feature launches.

9. (Risk) Risk in the Products passes from you to the Customer on delivery, being the point at which the Products are handed to the Customer or to another person at the delivery address who is apparently authorised to accept them. Where the Customer has asked for the Products to be left unattended at a safe place or with a neighbour, risk passes when they are left as instructed, save that you remain responsible for any failure to pack, temperature-control or dispatch the Products properly. Risk does not pass to a Delivery Provider: as between you and the Company, and as between you and the Customer, the Products remain at your risk while they are in the hands of a Delivery Provider, and a Delivery Provider’s act or omission does not transfer risk to the Customer. Title passes in accordance with your contract of sale with the Customer.

10. (Delivery settings, zones and minimum order values) Where delivery is enabled for your shop you may configure, within the limits the Platform allows: the delivery zones or postcode areas you serve; delivery windows and cut-off times; delivery fees; any minimum order value for delivery; and which Products are available for delivery. You are responsible for the settings you choose and for ensuring that they are realistic and can be met safely and lawfully. Any delivery fee must be included in the total price displayed to the Customer when a basket is first priced for delivery, and delivery fees, minimum order values and cut-offs must in any event be displayed to the Customer before the Customer places a Delivery Order, and you must not add any charge after the Order is placed. The Company may set maximum delivery radii, maximum dispatch-to-handover windows and other operational limits, and may refuse or vary any setting it reasonably considers unsafe or unworkable.

11. (Proof of delivery) You must obtain and retain proof of delivery for each Delivery Order, comprising at least the date and time of handover, the name of the person who accepted the Products or a record that they were left as instructed, and, where the Platform or the Delivery Provider supports it, a delivery photograph or scan. You must retain proof of delivery for at least 12 months and provide it to us within 2 working days of our request, including for the purpose of defending a chargeback or investigating a complaint.

12. (Failed, missed and misdelivered Orders) Where a delivery is not completed you must record the reason and: where the Products can still be delivered safely and the Customer agrees, re-attempt delivery the same day or at a time agreed with the Customer; where the failure is attributable to the Customer, for example an incorrect or incomplete address given by the Customer or the Customer being unavailable during the delivery window after reasonable contact attempts, you may retain the price of perishable Products that can no longer safely be sold, provided you attempted contact using the Order phone number and complied with your food-safety obligations, and you must refund any part of the Order that is not affected; and where the failure is attributable to you or your Delivery Provider, including late dispatch, a wrong address entered by you, misdelivery, loss, theft, tampering, damage, spoilage or temperature failure, you must refund the Customer in full and bear the cost, and you may not pass that cost to the Customer.

13. (Delays) You must give the Customer a delivery window and keep the Customer informed of any material delay. Where a delay means the Products can no longer be delivered in a safe condition you must not deliver them and must refund the Customer in full. Traffic, weather, vehicle failure, staff shortage or courier failure may excuse late delivery of Products that remain safe and saleable, where the cause is genuinely outside your reasonable control and you notify the Customer promptly; they do not excuse delivery of unsafe food, and they do not affect the Customer’s statutory rights, including any right arising where a delivery time was agreed to be essential.

14. (Delivery Provider liability) As between you and the Company you are responsible for the acts and omissions of any Delivery Provider you use as if they were your own. Your remedies against a Delivery Provider are a matter for your contract with it, and the fact that a Delivery Provider is at fault does not reduce what you owe the Customer or the Company. The Company is not liable to you or to any Customer for loss, delay, damage, spoilage or non-delivery caused by a Delivery Provider, except to the extent caused by the Company’s own breach of this agreement or negligence, or where liability cannot lawfully be excluded.

15. (Refunds and cancellations for Delivery Orders) Clause 7 of this Part B applies to Delivery Orders. A Customer entitled to a refund of the Products is also entitled to a refund of the delivery fee, unless the failure was attributable to the Customer. Where a Customer has a statutory cancellation right in respect of any non-perishable Product in a Delivery Order, you must honour it and must comply with the return and refund requirements that apply to it.

16. (Suspension of delivery) The Company may suspend or disable delivery, for your shop or across the Platform, with immediate effect where it reasonably considers that there is a food-safety, insurance, regulatory, customer-safety or reputational concern, including during hot weather or other conditions in which safe delivery cannot be assured.

TERM, TERMINATION AND SUSPENSION

1. This agreement takes effect between you and the Company on the date you accept it (or, if earlier, the date you first use the Platform as a Merchant) and continues on a rolling monthly basis until terminated in accordance with this clause 12.

2. (Termination for convenience) Either party may terminate this agreement for any reason by giving at least 30 days’ written notice to the other. On termination, your listing will be removed from the Platform and any outstanding Orders must be fulfilled or refunded.

3. (Termination for cause) Either party may terminate this agreement with immediate effect on written notice if the other party:

   1. materially breaches this agreement and fails to remedy the breach within 14 days of being asked to do so;

   2. becomes insolvent, ceases trading, or has a winding-up order made against it; or

   3. (in the case of the Merchant only) is convicted of a food-safety offence, or has its food business registration revoked or suspended.

4. (Suspension) The Company may suspend your ability to receive new Orders (without terminating this agreement) where it reasonably believes that you are in breach of clause 2 (Product Listings), clause 3 (Food Safety and Hygiene), clause 8 (Marketplace Protections) or Schedule 1 (Data Processing Schedule), or where suspension is reasonably necessary to protect Customers, until the concern is resolved.

5. Termination or expiry of this agreement does not affect any rights or liabilities accrued before termination, and any provision which by its nature would reasonably be expected to survive (including clauses 8, 13, 14 and 15 of this Part B and Schedule 1) will continue to apply.

LIABILITY BETWEEN THE COMPANY AND THE MERCHANT

1. Nothing in this agreement excludes or limits either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.

2. Subject to that, and to the extent permitted by law: the Company is not liable to the Merchant 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; and the Company’s total aggregate liability to the Merchant under or in connection with this agreement is limited, in aggregate for all claims, to the greater of (a) the total fees (Subscription Fees and Platform Fees) paid by the Merchant to the Company in the 12 months immediately before the date on which the first such claim arose, and (b) £1,000. The £1,000 figure is a floor and not a separate or additional cap: it applies only where it produces a higher amount than the fees paid, so that a Merchant on the Flexible plan whose early months generate little or no fee income still has a meaningful minimum recovery. There is a single aggregate cap for all claims, not a fresh cap for each claim, each Order or each 12-month period.

3. (What sits outside the cap) The cap does not apply to, and the following are not limited by it: your obligation to pay the Subscription Fee, the Platform Fee and any other amount properly due to us; your obligation to reimburse us for refunds, chargebacks, dispute fees, processing fees and recovery costs under clause 6 or clause 7 of this Part B; your liability under the indemnities in clause 14 of this Part B; either party’s liability for breach of clause 15 of Part A (Confidentiality); either party’s liability for infringement or misuse of the other’s Intellectual Property Rights; either party’s liability for fraud, fraudulent misrepresentation, wilful misconduct or deliberate breach; and either party’s liability for death or personal injury caused by negligence or for anything else that cannot lawfully be limited.

4. (Data protection liability) Each party’s liability for its own breach of data protection law or of Schedule 1 (Data Processing Schedule) is subject to the cap, except that the cap does not apply to a monetary penalty imposed on a party by the Information Commissioner’s Office because of the other party’s breach, or to a claim by a data subject that a party has had to satisfy because of the other party’s breach, each of which the party at fault must bear in full.

5. (Excluded loss) The exclusion of loss of profit, loss of business, loss of anticipated savings and indirect or consequential loss does not apply to amounts payable under this clause or under clause 14 of this Part B.

6. This clause applies as between the Company and the Merchant only, and does not affect any rights of Customers.

INDEMNITIES

You shall indemnify the Company against all losses, fines, penalties, claims and reasonable legal costs suffered or incurred by the Company arising from:

1. a breach by you of any warranty or obligation in clause 2 (Product Listings), clause 3 (Food Safety and Hygiene), clause 4 (Orders and Fulfilment), clause 7 (Refunds and Customer Complaints), clause 8 (Marketplace Protections) or Schedule 1 (Data Processing Schedule);

2. a claim by a Customer or a regulator that a Product supplied by you caused illness, injury or loss;

3. a claim by a third party that your Product Listings or other Posted Material infringe that third party’s Intellectual Property Rights or misuse their trade name; and

4. if delivery is enabled, any delivery-related matter allocated to you under clause 11 (Delivery), including temperature control, packaging, spoilage, driver or courier conduct, failed handover, loss, theft, contamination, tampering, misdelivery, insurance failure, or non-compliance with delivery operating procedures,

save, in each case, to the extent that the relevant loss was caused by the Company’s negligence, breach of this agreement, fraud, or any liability of the Company that cannot lawfully be excluded.

DATA PROTECTION

1. The Platform processes personal data relating to Customers in connection with Orders, and stores certain personal data on your behalf. The parties acknowledge and agree that their data protection roles are allocated by processing purpose, as mapped in Schedule 1 (Data Processing Schedule), so that: each party is a sole and independent controller for the purposes allocated to it, the Company for onboarding, verification, fraud prevention, Account administration and Platform operation, and the Merchant for the fulfilment of its Orders and its handling of its Customers; the parties are joint controllers within the meaning of Article 26 UK GDPR only in respect of the limited processing identified in that Schedule; and the Company acts as your processor (within the meaning of Article 28 UK GDPR) in respect of Shop Data, in each case as defined in, and on the terms set out in, Schedule 1 (Data Processing Schedule), which forms part of this agreement.

2. Each party must comply with its obligations under the UK GDPR and the Data Protection Act 2018 in connection with this agreement.

Part C: Customers

YOUR KEY INFORMATION

The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 give consumers who buy goods online a 14-day “change of mind” cancellation right in some cases. That right does not apply to goods which are liable to deteriorate or expire rapidly, such as fresh meat (regulation 28(1)(c)), or to goods made to your specification, such as a bespoke cut (regulation 28(1)(b)). It does still apply to any other Products in your Order — a jar of sauce or a rub, for example — and clause 5 of Part C tells you how to use it. None of this affects your rights if what you receive is faulty or not as described.

The Consumer Rights Act 2015 requires that all Products available on the Platform are as described, fit for purpose and of satisfactory quality. During the expected lifespan of your Products, you are entitled to the following: up to 30 days — if your goods are faulty you can get a refund, although for goods that can reasonably be expected to perish sooner, such as fresh meat, that period is shortened to the shorter period in question (section 22(4) of that Act); up to six months — if the goods can’t be repaired or replaced, then you’re entitled to a full refund in most cases; and up to six years (five years in Scotland) — if the goods do not last a reasonable length of time, you may be entitled to some money back. Nothing in these terms affects these statutory rights.

This is a summary of some of your key rights in the United Kingdom and is not intended to replace this agreement, which you should read carefully. For detailed information from Citizens Advice please visit www.citizensadvice.org.uk or call 0808 223 1133. If you have any questions about this agreement or any Orders you have placed, please contact us at support@clickmeats.co.uk.

ORDERS AND FEES

1. You acknowledge and agree that:

   1. if you place an Order for Products via the Platform, that will constitute your offer and intention to enter into a contract with the relevant Merchant, which is formed when your payment is successfully authorised and your Order is confirmed by the Platform. The Merchant does not separately accept or decline your Order — it is entered automatically into the Merchant’s order flow as soon as payment is taken. The Merchant, and not the Company, is the seller of the Products: the prices, items and estimated collection time shown at checkout are the Merchant’s, and your sales contract for the Products is with the Merchant;

   2. for each Order, you must pay the price listed for the Products on the Platform (Order Value), which will be debited from your chosen payment method when you place your Order. The Company will retain a Platform Fee, which is calculated as a percentage of the Order Value, is payable by the Merchant and is not an additional charge to you; and

   3. any terms and conditions relating to Products in addition to this agreement are solely between you and the relevant Merchant and do not involve the Company in any way, except that such terms and conditions must not be inconsistent with your or the Merchant’s obligations under this agreement and must not reduce your statutory rights; and

   4. where a Product is sold by weight, the Merchant will use reasonable endeavours to prepare the quantity you ordered as accurately as is reasonably practicable. Because fresh meat is often hand-cut, the prepared weight may vary slightly from the quantity you selected. You will never be charged more than the amount shown and confirmed at checkout unless you separately agree to a different quantity and price. Where the Product page states before you buy that the weight may vary by up to 5% either way, a variation within that stated range forms part of the description of the Product and does not of itself entitle you to a refund or a price adjustment; where no such tolerance is stated on the Product page, you are entitled to a refund of the difference in value for any shortfall against the weight you ordered; if what you receive is more than 5% short of what you ordered, you are entitled to a refund of the difference in value, or to have the shortfall made up if you prefer and the Merchant is able. This does not affect your statutory rights.

2. When you place an Order on the Platform, you must:

   1. only place Orders that are genuine and that you intend to collect; and

   2. truthfully fill out all the information requested by the Platform in relation to the Order, including your cut preferences and any special instructions.

PAYMENT

1. (Payment obligations) You must pay for all Products in an Order at the time you place the Order. Payments are processed by our Online Payment Partner in accordance with clause 7 of Part A. By placing an Order, you authorise the charging of your selected payment method for the Order Value, including any applicable taxes. Your card details are provided directly to the Online Payment Partner and are never stored on our servers.

2. (No card surcharges) We do not charge you any surcharge for paying by debit or credit card.

3. (Pricing errors) Merchants are responsible for the accuracy of the products and pricing displayed on their shop page. In the event that a price is discovered to be incorrect after your Order is placed, the Merchant may cancel and refund the Order, and we will let you know if that happens. You will then have the option of re-ordering the relevant Products at the correct price. If payment has already been debited and the Order is cancelled, the full amount will be credited back to your original method of payment.

COLLECTION

1. All Orders are currently for in-person collection from the relevant Merchant’s premises during the Merchant’s opening hours. Collection details (address and opening hours) are shown on each Merchant’s shop page and in your order confirmation.

2. The Merchant is responsible for preparing your Order to a food-safe standard and for handing it over to you (or a named alternative). You should bring your order number when collecting; the Merchant may verify the order number against the collecting individual before releasing the goods.

3. (Collection window and no-shows) You must collect your Order at, or within a reasonable time after, the collection time you chose at checkout. The Merchant must keep your Order under proper refrigeration for at least 24 hours from your chosen collection time (or, where the Merchant is closed for the whole of the following day, until the end of its next opening day) and must make at least one reasonable attempt to contact you on the phone number you gave with your Order. Because the Products are perishable, the Merchant may dispose of your Order after that holding period, and food safety law may require it to dispose of the Products sooner if they can no longer safely be held or sold. If you do not collect, the Merchant must take reasonable steps to sell the Products to another customer where it is lawful and safe to do so, and must refund you what it recovers. Where the Products cannot be sold and have to be disposed of, the Merchant may retain the price of those Products as compensation for the cost of preparing and holding them, but must refund you the price of any part of your Order that was not affected. If you did not collect for a reason attributable to the Merchant — for example your Order was not ready, the shop was closed during its stated opening hours, or the Merchant made no attempt to contact you — you are entitled to a full refund. Nothing in this clause affects your statutory rights, and a Merchant must not re-sell or supply to anyone else Products that are no longer safe or lawful to sell. Clause 5(b) (full refund where the Merchant cancels or cannot fulfil your Order) does not apply where the Merchant marks an Order as cancelled only in order to close off an Order you did not collect and it has complied with this clause 3. If the Merchant is able to sell your uncollected Products to someone else, it must refund you what it recovers for them.

4. Risk in the Products passes to you when you (or your named alternative) take possession of them. Once you collect your Order, you are responsible for keeping the Products cold and following any storage or handling instructions on the packaging. Meat left unrefrigerated for extended periods can become unsafe; your statutory rights in relation to the quality of the Products do not extend to deterioration caused by improper storage or handling after collection.

ALLERGENS AND FOOD SAFETY INFORMATION

1. The Merchants on the Platform are independently responsible for the food safety of every Product they sell, including hygiene, storage, preparation and the correct disclosure and handling of allergens under the Food Information Regulations 2014 or the equivalent regulations applying in Wales, Scotland or Northern Ireland.

2. (What you should see before you buy) Before you buy a Product you should be able to see on the Product page: the name and description of the Product; the price you will pay and, for Products sold loose or by weight, the price per unit of weight; the weight or quantity that price relates to; for prepared products such as burgers and kebabs, allergen information and, where the shop has provided one, a list of ingredients; allergen information for the Product, including any “may contain” warning; and, where food information law requires it for the meat in question, the country of origin. Storage and use instructions, and any use-by information, are given by the Merchant on the packaging or label when you collect. If any of this information is missing or unclear for a Product you want to buy, please do not buy it — contact the Merchant using the details on its shop page, or contact us at support@clickmeats.co.uk, and we will follow it up with the Merchant.

3. If you have a serious food allergy or intolerance: check the allergen information on the product page and on the packaging (common allergens in butchery products include milk in seasoned mixes, soy, celery, mustard, sulphites in some sausages, and cereals containing gluten in breadcrumbs and some marinades); where possible, contact the Merchant directly before ordering to confirm ingredients and cross-contamination risk (butchery is by nature a shared-equipment environment, so allergen traces may be unavoidable); and do not rely on Platform descriptions alone if the consequences of an allergen exposure would be severe.

4. We display the information Merchants provide to us but do not independently verify each Product’s allergen profile. Responsibility for allergen accuracy rests with the Merchant, as the seller of the Products. This clause does not exclude or limit any liability that cannot lawfully be excluded.

5. (Product recalls) If a Merchant withdraws a Product from sale or recalls a Product it has already supplied — for example because of a food-safety concern or an allergen labelling error — we will use the contact details we hold for you to tell you as soon as we reasonably can, and we will tell you what the Merchant or the relevant authority says you should do with the Product. Please do not eat a recalled Product. You are entitled to a full refund of the affected Products from the Merchant whether or not you still have them, and you do not have to return a Product that is unsafe to handle or that you have already disposed of. If you cannot reach the Merchant, contact us at support@clickmeats.co.uk and we will help. We may remove a Product Listing or suspend a shop while a recall is being dealt with.

6. Where a Merchant describes Products as meeting a specific religious, ethical or dietary standard (for example halal, kosher, organic, free-range or grass-fed), that representation is made by the Merchant, not by the Company, and we do not independently audit or certify compliance with any such standard. If a specific certification is important to you, we recommend confirming the certification body directly with the Merchant before ordering.

CANCELLATIONS AND REFUNDS

1. The Platform does not currently let you cancel an Order yourself: because your Order is created as soon as your payment is authorised, there is no pending period during which you can cancel from your order page. If you want to cancel, contact the Merchant as soon as possible using the details on its shop page and in your order confirmation, and you may also contact us at support@clickmeats.co.uk. The Merchant will cancel and refund the Order where it is able and required to do so, and will normally do so if it has not yet started preparing your Order. For Products that are liable to deteriorate or expire rapidly (such as fresh meat) or that are prepared to your specification, the 14-day “change of mind” cancellation right in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 does not apply (Regulations 28(1)(c) and 28(1)(b)), and cancellation is subject to this clause. Where an Order includes non-perishable Products that are not made to your specification, your 14-day cancellation right under those Regulations is unaffected in respect of those Products. If the Merchant has already prepared or packed a perishable or made-to-order Product, cancelling for a change of mind may not entitle you to a refund for that Product — speak to the Merchant first: many will refund goodwill cases, but they are not obliged to. To cancel a non-perishable Product under those Regulations, tell the Merchant in a clear statement within 14 days — you may use the model cancellation form in Schedule 3 to those Regulations, or simply email or telephone the Merchant using the details in your order confirmation, and you can copy us at support@clickmeats.co.uk.

2. You are entitled to a full refund of your Order where:

   1. the Merchant cancels or cannot fulfil your Order;

   2. the Products you collect are faulty, not of satisfactory quality, not fit for purpose or not as described — these are your rights under the Consumer Rights Act 2015, they apply to every purchase made on the Platform, and they are not affected by anything in these terms;

   3. the Merchant fails to have your Order ready by the agreed collection time and cannot prepare it within a reasonable further period; or

   4. a payment was taken in error (for example, a duplicate charge caused by a technical issue).

3. (Partial refunds) Where only part of your Order is affected — for example an item is missing, wrong, unavailable, underweight, damaged or spoiled — you are entitled to a refund of the affected items rather than of the whole Order, unless the whole Order is affected or you are entitled to reject the Order as a whole. No refund can be more than the total you paid for the Order. Your rights under the Consumer Rights Act 2015 are not affected.

4. To request a refund: first, contact the Merchant (their phone number and address are on the shop page and in your order confirmation); if the Merchant will not or cannot help, email us at support@clickmeats.co.uk with your order number and we will mediate with the Merchant in accordance with clause 12 of Part A and may, acting reasonably and on the balance of the evidence, require the Merchant to issue the refund. Once approved, refunds are initiated through the Online Payment Partner, are made to your original payment method, and typically take 5 to 10 working days to appear, depending on your bank.

5. Nothing in this clause or this agreement affects your legal rights as a consumer, including under the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Those rights apply on top of, and cannot be reduced by, this agreement.

DELIVERY (FUTURE FEATURE)

1. We do not currently offer delivery: all Orders are click-and-collect. If delivery functionality is enabled in the future, the provisions of this clause 6 will apply to Delivery Orders, and we will give you notice (including updated collection/delivery information at checkout) before the feature launches.

2. Delivery may be offered by selected Merchants. Where delivery is available, the Merchant is responsible for preparing, packing, dispatching and delivering the Products, either using its own delivery staff or a third-party delivery provider chosen or engaged by the Merchant. The Company provides the Platform used to place and track the Order but does not handle, pack, transport, store or inspect the Products.

3. Because meat is perishable, delivery times, temperature control, safe handover and storage after delivery matter. The Merchant is responsible for ensuring Products are packed and delivered safely up to handover. After handover, you are responsible for promptly refrigerating the Products and following any storage instructions.

4. You must provide a complete and accurate delivery address, any access instructions and a contact number, and must be available during the delivery window. If you provide incorrect details, are unavailable during the delivery window, refuse delivery without lawful reason, or ask for the Order to be left unattended, your refund rights in respect of perishable Products that can no longer be sold safely may be affected — except where the Products were faulty, unsafe, not as described, or your statutory rights otherwise apply, and you will still be refunded for any part of your Order that is not affected.

5. Any delivery fees, failed-delivery fees, re-delivery fees and cancellation cut-offs will be displayed to you before you place a Delivery Order.

6. (Who delivers) A Delivery Order may be delivered by the Merchant’s own staff, or by a courier the Merchant chooses and engages. Delivery by a courier arranged by us is not available under this agreement; if we introduce it, we will tell you before you place a Delivery Order. In every case the Merchant is the seller of the Products and is responsible to you for the Products and for the delivery, and we are not the carrier.

7. (When the Products become your responsibility) The Products are at the Merchant’s risk until they are delivered to you. Delivery happens when the Products are handed to you, or to someone at your address who is apparently authorised to accept them, or — if you have asked for them to be left in a safe place or with a neighbour — when they are left as you instructed. After that the Products are your responsibility, so please refrigerate them promptly.

8. (Proof of delivery) The Merchant or the courier will record proof of delivery, which may include the time of handover, the name of the person who accepted the Order, or a photograph. You can ask us for a copy if there is a dispute about whether your Order arrived.

9. (If your delivery fails or is late) If your Order is not delivered, is delivered to the wrong place, arrives damaged or spoiled, or arrives too late to be safe to eat, you are entitled to a full refund of the affected Products and of the delivery fee. If a delivery fails because the address or access details you gave were wrong, or because you were not available during your delivery window and the Merchant made reasonable attempts to contact you on the number you provided, the Merchant may not be able to refund perishable items that can no longer be sold safely — but you will be refunded for anything not affected. Delays caused by traffic, weather or other matters outside the Merchant’s reasonable control may excuse a late delivery, but they never justify delivering food that is no longer safe, and they do not affect your statutory rights.

10. (Delivery zones, minimum orders and fees) Each Merchant sets its own delivery zones, delivery windows, minimum order value and delivery fee. These are shown to you before you place a Delivery Order, and you will not be charged any delivery cost that was not shown to you at checkout.

11. (When delivery may be switched off) We may suspend or disable delivery, for a shop or across the Platform, where we reasonably consider it necessary for food-safety, legal, regulatory or operational reasons — for example during very hot weather. If that happens after you have placed a Delivery Order, we or the Merchant will tell you, and you will be offered collection instead or a full refund.

12. Nothing in this clause excludes or limits the Company’s or a Merchant’s liability where it would be unlawful to do so, and your statutory rights under the Consumer Rights Act 2015 are not affected.

RATINGS AND REVIEWS (FUTURE FEATURE)

1. If and when the Platform makes review functionality available, Customers may rate a Merchant or Product (Rating) and/or may provide feedback regarding the Products or service Customers received from them (Review), and this clause 7 will apply.

2. Customers’ Ratings and Reviews can be viewed by any User and will remain viewable until the relevant Merchant’s Account and/or Product Listing is removed or terminated.

3. Customers must only provide true, fair and accurate information in their Reviews.

4. (Moderation) We take reasonable and proportionate steps to prevent the publication of, and to remove, Reviews that are fake, that are not based on a genuine Purchase Experience, or that conceal the fact that they were incentivised. Those steps include: publishing Reviews only from Accounts with a verified Order against the relevant Merchant, where the Platform is able to check this; automated and manual checks for patterns indicating fake or manipulated Reviews; investigating reports made to us; and removing Reviews and restricting or closing Accounts where we conclude that a Review breaches this clause. If we consider that a Review is fake, incentivised without disclosure, untrue, unfair, inaccurate, unlawful, offensive or otherwise in breach of this clause, we may decline to publish it, remove it, label it, or restrict or ban the relevant Customer from posting further Reviews.

5. (Reporting) Any User may report a Review they believe breaches this clause using the reporting function on the Review or by emailing support@clickmeats.co.uk. We will acknowledge a report and tell the person who made it what we have decided, and we aim to do both within 5 working days. A Merchant may report a Review about its shop and may ask us to reconsider our decision once.

6. (No fake or undisclosed paid Reviews) You must not write, submit or commission a Review that is fake or that does not reflect a genuine Purchase Experience, and you must not accept payment or any other benefit for writing a Review without disclosing it in the Review.

7. To the maximum extent permitted by law, we are not responsible for the content of any Reviews.

8. You may not publish Reviews of a Merchant with whom you have a personal or professional relationship (separately from the Platform).

9. You may only write a Review about a Merchant if you have had a buying experience with that Merchant, which means that:

   1. you have purchased Products from that Merchant via the Platform; or

   2. you have placed an Order with the Merchant via the Platform; or

   3. you can otherwise document your dealings with the Merchant, including via correspondence or other interaction with the Merchant via the Platform,

(collectively referred to as a Purchase Experience).

10. You may only write about your own Purchase Experience. You are not permitted to write a Review about somebody else’s Purchase Experience, such as that of a family member or friend.

11. You may not write a Review about a Merchant you have previously owned, currently own, or which an immediate family member currently owns, or if you are an executive or employee of that Merchant, or work for that Merchant. Similarly, you may not write a Review about a direct competitor of a Merchant you own, are employed by or work for.

12. Your Purchase Experience must have occurred within the last 12 months when you submit a Review.

13. You are encouraged to be specific and factual in your Reviews. If you have been offered any payment, gift, reward, discount or other benefit in connection with writing a Review, you must clearly say so in the Review. A Review that conceals an incentive will be removed. Incentives include the Merchant offering you a gift, reward, discount or advantage for writing a Review about the Merchant.

LINKED BUSINESSES

You acknowledge and agree that:

1. the Platform provides links and introductions to Merchants owned and operated by third parties that are not under the control of the Company;

2. the provision by the Company of introductions to Merchants does not imply any endorsement or recommendation by the Company of any Merchant;

3. the Company does not examine, determine or warrant the certification and/or licensing, competence, solvency or information of any Merchant who uses or is listed on the Platform, save for any onboarding checks described in this agreement; and

4. any terms and conditions relating to a Product Listing constitute a contract between you and the Merchant once agreed in accordance with clause 1 and do not involve the Company in any way.

COMMUNICATION OUTSIDE THE PLATFORM

1. You must not request or entice a Merchant to transact with you outside the Platform in order to avoid amounts payable to the Company under this agreement. This does not prevent you from contacting a Merchant about an Order (including allergen enquiries and collection arrangements), or from shopping in a Merchant’s physical store in the ordinary course.

2. The Company, acting reasonably, may cancel your Account and suspend you from using the Platform if it finds or reasonably suspects that you have breached or are in breach of this clause 9.

Schedule 1: Data Processing Schedule

This Schedule 1 (Data Processing Schedule) forms part of the agreement between the Company and each Merchant. Capitalised terms used but not defined in this Schedule have the meanings given in the main body of this agreement.

PURPOSE AND SCOPE

1. This Data Processing Schedule governs the handling of personal data exchanged between the Company and the Merchant in the operation of the Platform. For clarity, the Company operates an online marketplace and the Merchant is the seller of record for the Products sold via the Platform. This Schedule covers only the data protection aspects of that relationship; commercial obligations are governed by the main body of this agreement.

2. This Schedule maps the parties’ data protection roles by processing purpose. Depending on the purpose, the parties act as:

3. independent controllers, each determining the purposes and means of its own processing and each responsible for its own compliance (for example, the Company for Platform operation and the Merchant for fulfilment of its own Orders), as set out in clause 3.5 of this Schedule;

4. joint controllers within the meaning of Article 26 UK GDPR, but only in respect of the limited processing identified in clause 3.6 of this Schedule; and

   1. controller and processor within the meaning of Article 28 UK GDPR, in respect of Shop Data that the Company stores or handles on the Merchant’s behalf.

5. This Schedule is drafted to accommodate the future growth of the Platform, including additional features (such as optional Merchant-operated or third-party courier delivery), expansion into other UK regions and, subject to clause 9 of this Schedule, international markets.

DEFINITIONS

1. In this Schedule: “UK GDPR”, “controller”, “processor”, “personal data”, “data subject”, “processing”, “personal data breach” and “special category data” have the meanings given in the UK General Data Protection Regulation as defined in the Data Protection Act 2018; “Order Data” means personal data relating to a Customer’s Order, as described in clause 3 of this Schedule; and “Shop Data” means personal data belonging to the Merchant or its staff or contained in documents uploaded by the Merchant, in each case that the Company holds on the Merchant’s behalf (for example, staff names in the business dashboard, or a certification document that carries a certifier’s name).

JOINT CONTROLLERSHIP — ORDER DATA

1. (What Order Data covers) The following categories of personal data are shared between the Company and the Merchant each time a Customer places an Order: the Customer’s name; the Customer’s contact phone number; the Order items, notes and cut preferences; the chosen collection time (or, for any future Delivery Order, the delivery address and delivery window); and the Order total and payment status. Payment card details are not part of Order Data — they are provided by the Customer directly to the Online Payment Partner and handled under the Online Payment Partner’s own privacy notice. The Merchant does not receive the Customer’s email address, card details, or the Customer’s order history with other Merchants.

2. (Purposes) Both parties process Order Data solely for the purposes of: fulfilling the Order (performance of a contract with the Customer, Article 6(1)(b) UK GDPR); communicating with the Customer about their Order; and meeting their respective legal, tax and food-safety obligations (Article 6(1)(c) UK GDPR).

3. (Apportionment of duties — Article 26 “essence of the arrangement”) As between the parties:

   1. (privacy notice) the Company’s published Privacy Policy is the primary customer-facing privacy notice; the Merchant must not display a conflicting privacy notice on its Platform shop page;

   2. (data subject requests) the Company is the primary contact point for data subject requests (access, rectification, erasure, restriction, objection and portability) and will coordinate the response; the Merchant must forward any request it receives that relates to the processing described in clause 3.6 to the Company within 5 working days and provide reasonable assistance. Where a request relates to the Merchant’s own processing as an independent controller under clause 3.5, the Merchant must respond to it itself and tell the data subject that it is doing so;

   3. (regulator notifications) the Company will coordinate any notification to, or correspondence with, the Information Commissioner’s Office (ICO), with the Merchant’s assistance where the incident originates in the Merchant’s systems;

   4. (security) the Company is responsible for the security of the Platform; the Merchant is responsible for securing its own devices and credentials used to access the business dashboard; and

   5. (retention) the Company retains Customer contact details for the retention periods set out in the Privacy Policy; the Merchant must not retain Customer contact details after the Order is fulfilled, except to the extent necessary to comply with a legal obligation, to keep its own tax, accounting, food-safety and traceability records, or for the establishment, exercise or defence of legal claims, and in each case for no longer than is necessary for that purpose.

4. (Customer contact point) Data subjects may exercise their rights against either party. However, the parties designate admin@clickmeats.co.uk as the single point of contact. The essence of this arrangement will be made available to data subjects via the Privacy Policy.

5. (Role map) The parties’ roles are allocated by processing purpose as follows. The Company is sole and independent controller for: Merchant onboarding, and the verification of identity, business details and bank details, including know-your-customer checks; fraud prevention, financial crime screening and Platform security; Account creation, authentication and administration; the operation, maintenance, support, monitoring and improvement of the Platform; Platform-level analytics and aggregate reporting; its own billing, credit control, tax and accounting records; the handling of complaints and disputes made to it; and responding to regulators, law enforcement and legal claims. The Merchant is sole and independent controller for: the fulfilment of its own Orders, including preparation, holding, collection and any future delivery; contacting a Customer about that Customer’s Order; its own food-safety, traceability, withdrawal and recall records; its own tax and accounting records; the handling of complaints and disputes made to it; and any separate customer relationship it has with a person outside the Platform. Each party is responsible for its own compliance in respect of the purposes allocated to it and is not a joint controller with the other in respect of them.

6. (Limited joint controllership) The parties are joint controllers within the meaning of Article 26 UK GDPR only in respect of the making available of Order Data through the Platform so that an Order can be fulfilled — that is, the determination of which categories of Order Data are disclosed to the Merchant, when, and for how long they remain visible in the business dashboard. The apportionment of duties in clause 3.3 of this Schedule is the essence of that arrangement, and data subjects may exercise their rights against either party in respect of that processing.

7. (New purposes) Where the Company introduces a new processing purpose or materially changes an existing one, it will update this role map and notify Merchants of the change in accordance with clause 6.2 of this Schedule.

PROCESSOR RELATIONSHIP — SHOP DATA

1. Where the Company stores or handles Shop Data on the Merchant’s behalf, the Company acts as processor and the Merchant is the controller. The subject matter and duration of the processing is the storage and handling of Shop Data for the duration of this agreement; the nature and purpose of the processing is the hosting and operation of the Platform and business dashboard; the categories of data subjects are the Merchant’s staff and (where certificates identify individuals) certifiers; and the types of personal data are names, contact details and business information contained in dashboard records and uploaded documents.

2. In respect of Shop Data, the Company will:

   1. process it only on the Merchant’s documented instructions (including as set out in this Schedule and this agreement), unless required to do otherwise by law, in which case the Company will inform the Merchant of that legal requirement before processing unless prohibited from doing so;

   2. ensure that persons authorised to process the data are under appropriate obligations of confidentiality;

   3. implement appropriate technical and organisational measures (see clause 7 of this Schedule);

   4. only engage sub-processors in accordance with clause 6 of this Schedule;

   5. taking into account the nature of the processing, assist the Merchant by appropriate technical and organisational measures, insofar as this is possible, in responding to data subject requests, and assist the Merchant in ensuring compliance with its obligations under Articles 32 to 36 UK GDPR;

   6. delete or return Shop Data at the end of this agreement in accordance with clause 10 of this Schedule;

   7. make available to the Merchant information necessary to demonstrate compliance with this clause, and allow for and contribute to audits in accordance with clause 11 of this Schedule; and

   8. immediately inform the Merchant if, in its opinion, an instruction infringes the UK GDPR or other applicable data protection law.

LAWFUL BASES AND MARKETING RESTRICTION

1. Order Data is processed under the lawful bases set out in the Privacy Policy — principally contract (Article 6(1)(b)) for order fulfilment, legal obligation (Article 6(1)(c)) for tax and food-safety records, and legitimate interests (Article 6(1)(f)) for fraud prevention and Platform security. The Company does not offer a dietary preference field or filter and does not ask Customers for special category data. A Customer may nevertheless volunteer information capable of revealing religious belief or health, for example in a free-text order note. The Merchant must use any such information only to prepare and hand over that Order; must not retain it after fulfilment except where Article 9(2)(f) UK GDPR applies; must not use it to profile, segment or market to the Customer; and must delete it on becoming aware that it is no longer needed for that Order. If the Company introduces a dietary preference or filter, it will obtain the Customer’s explicit consent under Article 9(2)(a) and the parties will agree the additional terms that apply before it goes live.

2. Neither party may process Order Data for direct marketing to Customers unless the Customer has separately and verifiably opted in through the Platform. The Merchant must not use Customer contact details for any purpose beyond fulfilling the specific Order, and must not sell, rent, share or transfer Customer data to any third party.

SUB-PROCESSORS

1. The Merchant provides a general written authorisation for the Company to engage sub-processors to deliver the Platform. The Company maintains a current list of its sub-processors identifying each sub-processor, the processing it carries out and the country in which it processes personal data. That list is published and kept up to date at clickmeats.co.uk/legal/subprocessors and forms part of the Privacy Policy. It is the published list, and not this Schedule, that identifies the sub-processors engaged from time to time; any examples given in this Schedule are illustrative only and will not be updated as the list changes. As at the date of this agreement the list includes Amazon Web Services (hosting, database and storage, UK region), Amazon Cognito (authentication), Vercel (website hosting and content delivery), Stripe (payment processing), Resend (transactional email), PostHog (opt-in analytics, EU region), Sentry (error monitoring) and Cloudflare (DNS and security)).

2. The Company may add or replace sub-processors from time to time. The Company will update the published list before the new sub-processor begins processing personal data, and will notify Merchants of any material change at least 30 days in advance by email to the Merchant’s Email Address or by notice in the business dashboard. A material change means the addition or replacement of a sub-processor that processes Order Data or Shop Data, or a change in the country in which a sub-processor processes personal data. Merchants may subscribe to notifications of changes to the list. The Merchant may object to a new sub-processor on reasonable data-protection grounds by writing to admin@clickmeats.co.uk within 30 days of notification; if the objection cannot reasonably be accommodated, either party may terminate the affected part of this agreement. The Company will impose data protection obligations on each sub-processor that are materially equivalent to those in this Schedule, and remains liable for its sub-processors’ performance.

SECURITY MEASURES

1. The Company maintains technical and organisational measures appropriate to the risk of the processing, including: TLS 1.2 or higher encryption for data in transit; AES-256 encryption at rest for databases and backups; access control with individually authenticated accounts and role-based permissions for customer, shop-owner and admin surfaces; a policy and supporting controls requiring credentials and other secrets to be held in a managed secrets service rather than in application code, configuration or logs, with monitoring intended to detect and remediate exceptions; a risk-based process for applying software updates to Platform components; logging and monitoring of key operational events (including order status transitions and payment webhook processing); automated backups with point-in-time recovery on the primary database; and a documented incident response process. These measures are described as at the date of this agreement and may change as technology and risk evolve, provided the Company continues to maintain a level of security appropriate to the risk. The Company does not warrant that the Platform or any individual measure will be free from compromise; its obligation is to implement and maintain appropriate technical and organisational measures in accordance with Article 32 UK GDPR.

2. The Merchant is responsible for keeping its dashboard credentials confidential, using strong passwords, and reporting immediately any suspected unauthorised use of its account.

PERSONAL DATA BREACHES

1. If either party becomes aware of a personal data breach affecting Order Data or Shop Data, that party must: notify the other party without undue delay after becoming aware, and in any event in sufficient time to allow the other party to meet its own notification obligations (the parties’ shared operational target being to notify within 24 hours of becoming aware, which is a target and not a contractual deadline); provide a description of the breach, the categories of data and data subjects affected, and the likely consequences; cooperate on containment, investigation and remediation; and cooperate on any notification to the ICO (within the 72-hour period required by Article 33 UK GDPR, where applicable) or to affected data subjects.

2. The Company will coordinate any regulator-facing communication unless the breach is confined to the Merchant’s own systems.

INTERNATIONAL TRANSFERS

1. Personal data processed through the Platform is stored primarily in the United Kingdom (AWS London region, eu-west-2). Neither party may transfer personal data governed by this Schedule outside the UK unless the transfer is covered by an appropriate safeguard under Chapter V UK GDPR, being: UK adequacy regulations in respect of the destination; the UK International Data Transfer Agreement (IDTA); or the UK Addendum to the EU Standard Contractual Clauses, in each case together with any supplementary measures reasonably required. The sub-processor list in the Privacy Policy identifies where sub-processors process data outside the UK.

RETURN AND DELETION OF DATA

1. On termination of this agreement, and unless a longer retention period is required by law, contract, dispute handling, food-safety evidence, tax or fraud-prevention obligations, the Company will: remove or disable the Merchant’s active marketplace listing; delete or return active Shop Data where no longer needed to operate the Platform; retain the certification details recorded under Part B, onboarding documents, contract records and related audit evidence only for the applicable retention period; and retain the minimum Order records required for tax, consumer-law, dispute, fraud-prevention and payment compliance, and use them for no other purpose.

AUDITS AND INFORMATION

1. The Company will provide the Merchant with information sufficient to demonstrate compliance with this Schedule on reasonable request. Where a more detailed audit is required (for example, to satisfy the Merchant’s own regulator), the Company will cooperate in good faith to arrange one, subject to reasonable notice, confidentiality undertakings, and cost-sharing agreed in advance.

LIABILITY

1. The liability provisions of clause 13 of Part B apply to this Schedule. Nothing in this Schedule excludes any liability that cannot lawfully be excluded, including in respect of a monetary penalty imposed on either party by the ICO.

GOVERNING LAW AND CONTACT

1. This Schedule is governed by the laws of England and Wales and is subject to the same jurisdiction provisions as the main body of this agreement. Data protection matters should be directed to admin@clickmeats.co.uk.