These terms apply to your access to and use of Delivery Service on www.localshoponline.co.uk and our mobile app (the Platform). This service is provided by Local Shop Online Ltd or us (Local Shop Online Ltd company number 12716252). Local Shop Online Ltd’s registered address is 20-22 Wenlock Road, London, N1 7GU.
By clicking “Accept” or by accepting a Delivery order on the Platform you confirm that:
- You have authority to do so and to bind the person or company you are accepting for.
- You accept our offer to provide the Delivery Service on these terms.
- You agree to and will comply in full with these terms.
This forms a contract between you and Local Shop Online Ltd, which commences on the date of your acceptance. You should save a copy of these terms for your records. We may make changes to these terms, so check back here from time to time. We’ll notify you of material changes before they happen. If you access or use the Delivery Service after being notified of a change, you’re deemed to have accepted that change.
You can procure other services (e.g. Marketplace+, Table Service or Pickup) from Local Shop Online Ltd by agreeing and entering into a separate contract with us. Each additional contract entered into by you and Local Shop Online Ltd shall form a separate agreement.
If we need to contact you, we’ll do so via the email address you have provided to us.
What is Delivery Service
Through its Delivery Service, Local Shop Online Ltd will provide you with a real-time ordering process that enables customers to place orders with you for delivery on the Platform in the UK (Delivery Orders) from the site/s that you have chosen and we that have agreed to provide Delivery Services to (the Sites). We may agree to amend the Sites from time to time. Local Shop Online Ltd will also provide Delivery Services and Customer Support Services for your Delivery Orders – see more on this below.
By signing up to Delivery Service, you authorise Local Shop Online Ltd to act as your agent to solicit, promote and conclude contracts for Delivery Service orders in your name and on your behalf.
Delivery Service Fees
Your use of Delivery Service is subject to our applicable service fee from time to time. Our service fee is calculated as a percentage of GMV (inclusive of VAT) per order, plus VAT at the prevailing rate (Delivery Service Fee).
We will pay you an amount equal to the GMV for your Delivery Orders during the relevant payment period, less the Delivery Service Fee, less any relevant adjustments for refunds paid to customers during the relevant payment period.
You will receive payments from us in accordance with our payment terms applicable in the country you operate in from time to time. We’ll make this payment by electronic bank transfer to the bank account you have nominated. You must cooperate with us so that we can comply with our VAT accounting obligations.
What we will do
- If you are new to Local Shop Online Ltd, when you accept these terms we will onboard you onto our Platform. You agree that we may subcontract part of the onboarding process.
- We will, subject to our rights to suspend your use of Delivery Service under these terms, display your site/s and menu items on the Platform as available for Delivery Orders.
- We will facilitate and implement a real-time ordering process which will enable customers to place and pay for Delivery Orders on the Platform.
- Procure the delivery of Delivery Orders from you to the customer (Delivery Services) using delivery riders authorised by Local Shop Online Ltd to carry out the Delivery Services (Riders).
What you must do
Onboarding and set-up
- Comply with our Food Hygiene and Safety Policy.
- Provide all information, materials and assistance reasonably required by Local Shop Online Ltd to onboard you to the Platform or launch Delivery Service for you. You must ensure that the information you provide to Local Shop Online Ltd and customers in or in respect of your use of Delivery Service is complete and accurate in all material respects.
- If you are new to the Platform, provide us with accurate descriptions of menu items to be offered in Delivery Service (including any relevant allergen advice and applicable VAT amounts). You agree that
(a) We may make limited and reasonable edits to menu item descriptions from time to time (including where legally required); and
(b) To ensure a great customer experience the prices for the menu items you provide for display on the Platform should be the same as the prices for menu items published in your dine-in or in-store menu.
- Display any Delivery Service signage provided by Local Shop Online Ltd in accordance with our instructions.
Use of Delivery Service
- Keep your menu up to date
- Ensure that all relevant menu items are available to be ordered by a customer in a Delivery Order during your opening hours, and accept and reject Delivery Service orders as appropriate.
- Ensure that Delivery Orders are prepared using all due skill, care and diligence in line with best practice in your industry.
- Ensure that all Delivery Orders are packaged in a way that avoids tampering, minimises spillages, and maintains the order at an appropriate temperature.
- Prepare Delivery Orders promptly, accurately and in accordance with the timescales communicated via the Platform. In particular, you must ensure that menu items:
(a) correspond with the descriptions on the Platform (including indications that particular menu items are gluten free, nut free, or are suitable for vegetarians and/or vegans);
(b) are not harmful to health or the environment;
(c) have been properly cooked or prepared and are otherwise safe, fit for transportation and consumption and palatable;
(d) are safely, securely and appropriately packaged at all times (including as reasonably required to withstand delivery); and
(e) are at an appropriate temperature for consumption by the customer.
- Take account of any information relating to customer allergies provided with the Delivery Order.
- Ensure that Delivery Orders are available for collection by our Riders in a timely manner.
- Ensure that the order number on the Delivery Order packaging corresponds with the order number provided by Local Shop Online Ltd before the Delivery Order is handed over to the relevant Rider.
- Provide each customer with an official receipt for their Delivery Order (and a VAT receipt, if applicable) if requested.
- Use reasonable endeavours to reject less than 1% of Delivery Orders received through the Platform.
- Use reasonable endeavours to ensure that Delivery Orders are available for collection by our Riders at the time communicated on the Platform and to keep Riders waiting for Delivery Orders for no longer than five minutes.
- Use reasonable endeavours to ensure that no more than 1% of Delivery Orders contain errors.
- You should be available for orders for 98% of your opening hours on the Platform.
- Maintain the security and confidentiality of any access credentials we provide to you at all times. You are responsible for the actions of any person using your access credentials.
- Comply with all applicable laws and licensing, registration and approvals requirements at all times, and any and all Local Shop Online Ltd policies made available to you from time to time.
- Without prejudice to your general obligation above, you warrant that you have not and will not do anything that breaches any applicable code and/or sanction relating to the prevention or prohibition of bribery, money laundering and similar activities. You must immediately notify Local Shop Online Ltd if you become aware of any breach of this clause.
- Without prejudice to your general obligation above, you shall comply, and procure that all of your employees, contractors, agents and representatives comply, with applicable anti-slavery laws, as relevant to your use of Delivery Service and your fulfilment of Delivery Orders. You must use reasonable endeavours on a continuing basis to ensure that no form of slavery is takes place in your supply chains.
- Cooperate with Local Shop Online Ltd and provide, in a timely manner, such assistance and information as Local Shop Online Ltd may reasonably require.
Equipment and joining fees
You will need a tablet or phone or computer to start accepting Delivery Orders.
For new customers, when signing up you will be given two options for equipment (you can find the latest pricing for each on our sign-up pages). Each option is subject to a one-off joining fee.
- You can use your own device (which you are responsible for obtaining and maintaining).
- You can lease a Local Shop Online Ltd device. The risk in the device passes from us to you upon installation. We retain title to the device at all times. You must let us know of any faults with, or damage to, the device and give us access to your site during normal business hours to inspect, clean, repair, replace or remove the device. We may charge a reasonable fee for repairing or replacing a device. You must comply with our Equipment Policy.
We will make software available to you to use on the equipment so that you can use Delivery Service. This software constitutes Local Shop Online Ltd IP (see below) and it remains our property at all times. You must promptly implement any patches, updates, upgrades and/or new versions of such software that we release from time to time.
All rights, title and interest in and to Local Shop Online, any software we provide for your use and any other materials we provide to you under or in connection with these terms are and shall at all times remain Local Shop Online Ltd’s intellectual property (Local Shop Online Ltd IP). We grant you a limited, non-exclusive, non-transferrable, non-sublicensable, revocable licence to use the Local Shop Online Ltd IP in the country you operate in during the Term for the sole purpose of using Delivery Service.
You must not (and shall not permit any third party to):
- copy, adapt, reverse engineer, decompile, modify or make error corrections to any Local Shop Online Ltd IP other than with our express prior written consent;
- breach, disable, tamper with, or develop or use any workaround for any security measure in any Local Shop Online Ltd IP or otherwise do anything that disrupts any Local Shop Online Ltd IP, Local Shop Online Ltd or any person.
Local Shop Online Ltd grants you a non-exclusive, royalty-free, non-sublicensable, non-transferable licence to use Local Shop Online Ltd branding, which includes the “Local Shop Online Ltd” logo, name and/or website address for the Term in the country you operate in to allow you to advertise Delivery Service at your sites. You must comply with any Local Shop Online Ltd policy issued from time to time.
You grant us and our affiliates a non-exclusive, royalty-free licence to use your branding which includes your logos, name and website address(es) for the Term in the country you operate in. You warrant and undertake that your branding does not and will not infringe any third party intellectual property rights. We can use your branding on the Platform, for marketing purposes and as reasonably necessary to provide Delivery Service.
Except for these limited licences:
- Local Shop Online Ltd retains ownership of and all rights in and to Local Shop Online Ltd branding; and
- You retain ownership of and all rights in and to your branding.
We may collect data about your use of Delivery Service. By using Delivery Service you agree to us collecting and using this information. We may use this information for various purposes, including to improve, maintain, protect and develop our products, and to provide Services to you.
Suspension and termination
We may suspend your use of the Platform on giving you notice if we know or suspect you have breached these terms, or if we otherwise consider suspension reasonably necessary taking account of all relevant circumstances.
We will give you the reasons for the suspension where permitted by law. We will maintain the suspension until you have remedied the breach to our reasonable satisfaction or we no longer consider the suspension necessary in the circumstances.
These terms take effect on acceptance (see above) and continue until terminated by either party giving 30 days’ written notice to the other. If permitted by law and where we consider immediate termination necessary in the circumstances, we may give you written notice to terminate these terms with immediate effect.
SAVE AS SET OUT BELOW, WE EXCLUDE ALL LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW. WE HAVE NO LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT OR SPECIAL DAMAGES OF ANY KIND OR FOR LOSS OF PROFITS, REVENUE OR BUSINESS ARISING OUT OF OR RELATING TO DELIVERY SERVICE, ORDERS PLACED BY CUSTOMERS USING DELIVERY SERVICE OR THESE TERMS.
Local Shop Online Ltd will not be responsible for customer claims that a Delivery Order has been spilled or crushed in the course of the Delivery Services or that it is not an appropriate temperature for consumption on delivery.
Customers will not be eligible for compensation in respect of a Delivery Order from Local Shop Online Ltd.
DELIVERY SERVICE IS OTHERWISE PROVIDED AS-IS. WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO DELIVERY SERVICE INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON INFRINGEMENT OF THIRD-PARTY RIGHTS.
Each party shall not at any time during this agreement and for a period of two years after termination of this agreement, use or disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as necessary to perform its obligations or exercise its rights under these terms. A party may disclose the other’s confidential information if required by law, provided it notifies the other in advance where permitted.
These terms are the entire agreement between us in relation to Delivery Service. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation based on any statement in these terms.
A delay in enforcing these terms is not a waiver. If part of these terms is found to be illegal or unenforceable, the rest of the terms remain in force. These terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999. Neither of us will be in breach of these terms or liable for delay in performing, or failure to perform, any of its obligations under these terms if the delay or failure results from events, circumstances or causes beyond our reasonable control.
These terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction in respect of any dispute or claim arising out of or in connection with these terms. If you wish to raise a dispute in connection with these terms you may do so in connection with our Support Policy.
We will each comply with the following with respect to data protection.
- DEFINED TERMS
Controller, Data Subject, Personal Data and processing all have the meanings given to them in DP Laws (and related terms like process have corresponding meanings).
Complaint a notice, complaint or request relating to the obligations of either party under DP Laws that is relevant to the Protected Data.
Data Subject Request a Data Subject’s request to exercise their rights under DP Laws.
DP Laws any law, enactment, regulation, regulatory policy, by law, ordinance or subordinate legislation relating to the processing, privacy, and use of Personal Data, that applies to the Partner, Local Shop Online Ltd and/or the Delivery Service, including (a) any laws or regulations implementing EU Directives 95/46/EC (Data Protection Directive) or 2002/58/EC (ePrivacy Directive); and (b) the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) and all relevant Member State laws giving effect to or corresponding with the GDPR, in each case, as in force and applicable.
Protected Data Personal Data received from or on behalf of the Customer for the purposes of placing a Delivery Service order.
Supervisory Authority any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering DP Laws.
- USE OF PROTECTED DATA
We will give you the details of the customer’s Delivery Service order to allow you to process and fulfil it (Order Info). You must not access or use any Order Info for any purpose other than the fulfilment of the Delivery Service order to which it relates in accordance with these terms.
We will also provide access to Protected Data at your request if you reasonably require access to deal with a customer Complaint or respond to a Data Subject Request.
- PROTECTED DATA OBLIGATIONS
The parties acknowledge and agree that, in respect of the Protected Data, each party is an independent controller. Each party shall comply with DP Laws and its obligations under these terms in connection with the access to and use of Protected Data.
Each party may deal at its discretion with all Data Subject Requests and Complaints that it receives directly from a Data Subject or the person making the Complaint.
Each party agrees to provide reasonable and prompt assistance to the other party as necessary to assist the other party to ensure compliance with its obligations under DP Laws and enable the other party to comply with Data Subject Requests and/or respond to other queries or Complaints received from Data Subjects or Supervisory Authorities, in each case related to the Protected Data.
To the extent permitted by law, you must not issue any public statement or notification about Protected Data without first obtaining Local Shop Online Ltd’s consent.