Business Delivery and API Terms

1. About these terms

These terms are a contract between you and Smart Approaches Limited, trading as Smart Eatx, a company registered in England and Wales (company number 14796914), whose registered office is at 4 Admiral Way, Regus House, Doxford International Business Park, Sunderland, Tyne and Wear, SR3 3XW (“we”, “us”, “our”). “You” means the business that holds a Smart Eatx business account, and its team members.

They cover booking deliveries in our business portal, our Delivery API (production and sandbox), webhooks, and how you pay for deliveries, including invoices.

Our Business Delivery Privacy Notice explains how we use the personal data of your team and of the people you send to. If you send parcels as an individual, our Send a Package Terms apply instead. Restaurants on our Custom App get delivery under the Custom App Terms.

Business accounts are for businesses only. By applying, you confirm that you're acting for a business and have authority to accept these terms for it.

How the contract is made. You apply in the business portal and confirm your email address. The contract starts when you submit your application, and applies to the sandbox straight away. Real deliveries start once we approve you. These terms are available in English only. We record the version you accepted, and the current version is always on this page. You can correct your details before you submit, and afterwards by updating your application or telling us.

2. Applying and your account

Your application asks for your company's name, legal form and registered address, its website and email address, its Companies House number if it has one, the name, email address and phone number of an authorised admin, what you'll use deliveries for and roughly how many you'll send each month.

We review every application. We may approve it, decline it, or ask you to change particular details. We email your authorised admin at each step. We don't have to approve an application, or give reasons for declining one.

Until we approve you, you can use the sandbox. Once you're approved, you can book real deliveries and create live API credentials.

Keep your details accurate and up to date. Tell us if your business changes hands, changes its name or stops trading.

3. Your team and their roles

Owners and admins invite team members by email. An invitation lapses after 7 days. Each team member has one role:

You're responsible for everything your team does with your account. Give each person their own login, choose the least access they need, and remove people who leave.

Your business always keeps an owner. An owner who wants to leave must make someone else an owner first. To close your business account, ask us.

4. What we deliver

We carry out same-day deliveries from one pickup to one drop-off, with one or more packages. You can book for as soon as possible, or schedule a pickup up to 5 days ahead.

We collect within each day's collection hours, UK time: 07:00 to 23:00 unless we tell you otherwise. Some days may be shorter, or closed. A pickup outside the hours is refused.

Deliveries are carried out by our own riders, who are self-employed couriers, or passed to Stuart, a courier company we work with, when none of ours is available. We choose who carries each delivery. You can't choose a rider.

Each package needs a size. The sizes decide the smallest vehicle that can carry your delivery. The current sizes are shown when you book. At the date of these terms they are:

5. What you can and can't send

You must not send:

• anything illegal to own or carry, or stolen goods;
• weapons, including knives, blades and replica or imitation firearms;
• explosives, fireworks, flammable, toxic or corrosive substances, gas canisters and other dangerous goods;
• controlled drugs, or medicines sent in breach of the rules that apply to them;
• cash, cheques, gift cards, jewellery, precious metals or other valuables;
• live animals, or human or animal remains;
• age-restricted goods other than alcohol, such as tobacco and vapes;
• perishable goods that aren't properly packed;
• anything heavier or larger than its package size allows, or that needs temperature control or a licence to carry.

Packing. Pack each package so it survives normal handling, and mark it fragile if it needs extra care. Marking a package fragile asks our rider to take care. It doesn't make us responsible for damage that proper packing would have prevented.

Alcohol. Mark every package that contains alcohol. Our rider checks the recipient's ID (Challenge 25) and won't hand it over to anyone who can't show valid ID. A package containing alcohol is never left in a safe place or with a neighbour. If the ID check fails, the package comes back to you and the return is charged. You must hold any licence you need to sell what you send, including under the Licensing Act 2003.

We may refuse, stop or return a package that we reasonably believe breaks this section, and you'll pay for the delivery and its return.

6. Quotes, bookings and prices

The quote. A quote gives the price cap: the most the delivery will cost you. It's worked out from the distance by road and the vehicle your packages need. It stands for 15 minutes, for the same pickup and drop-off.

The final price. When the delivery ends, we price the trip by road again. You pay that price or the cap, whichever is lower.

Your details. Every booking needs accurate details: the pickup and drop-off addresses, a contact name and phone number at each end, and what you're sending. Wrong details can cause a delay, a failed delivery or a return, which you pay for.

Codes and tracking. Each booking has a tracking link for the recipient, a 4-digit delivery code the recipient gives the rider at an in-person hand-over, and a 4-digit pickup code you give the rider who collects. Share each one only with the person who needs it.

Limits. We may set a daily limit on the deliveries you can book, and a credit limit if you pay by invoice. We'll tell you if we do.

Collection and arrival times are estimates, not promises.

7. If nobody is in

When you book, you choose what the rider does if the recipient doesn't answer:

• Leave it in a safe place. The rider photographs where they left it.
• Ring and wait. The rider waits a minute, then brings it back to you.
• Leave it with a neighbour. The rider records the neighbour's name and photographs their door.
• Return it to you. Our return fee is included in your price cap.

If the rider can't hand it over or leave it as you chose, they wait 5 minutes (1 minute if you chose ring and wait) and then bring the parcel back to you. A return is charged as the trip plus our return fee, never more than the price cap.

A parcel left in a safe place or with a neighbour, as you instructed, is delivered. After that, it's no longer our responsibility.

8. Cancelling

• Before a rider has your delivery: free.
• After a rider has it, before collection: our cancellation fee, shown in the portal when you book, and never more than the price cap.
• Once the parcel is collected: it can't be cancelled.

If a delivery ends before collection for a reason that isn't yours, such as no rider being found, you pay nothing.

9. Paying

By card. When you book, we hold the price cap on your card through Stripe, and we take the final price when the delivery ends. If you cancel for free, or the delivery ends before collection, we release the hold. A booking whose card payment isn't confirmed within 30 minutes is cancelled. Deliveries booked through the API are charged to your business's default card while you're not present, and you authorise us to charge it.

By invoice. If we agree, you can pay by monthly invoice instead. We invoice each month's deliveries after the month ends, and Stripe emails the invoice to your company email address. Invoices are due within 14 days. A booking that would take your unpaid invoices and uninvoiced deliveries over your credit limit is refused.

Receipts and alerts. We email a receipt for each card payment. You can set a daily usage alert in the portal.

Late payment. If an invoice isn't paid on time, we may suspend bookings and charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

Refunds. If something goes wrong, contact us. If we agree a refund, we pay it to the card you paid with, or, for invoiced deliveries, agree with you how to credit it.

Disputed card payments. Please talk to us before disputing a charge with your bank. If you dispute a charge that was properly made, we may suspend your card bookings and recover our costs.

Prices are in pounds sterling. We charge nothing beyond the prices and fees these terms describe.

10. Lost, damaged or late deliveries

If a package is lost or damaged while we're carrying it, through our fault or the fault of our rider or Stuart, we'll refund the delivery price and pay the lower of the cost of repairing or replacing its contents (at cost price, not sale price) and £100 per delivery.

To claim, tell us within 7 days of the delivery date, or of the date it should have arrived, with its reference, photos and evidence of value.

We're not responsible for:

• items you weren't allowed to send;
• damage that proper packing would have prevented;
• a package after it was left as you instructed;
• delay. If we fail to deliver at all through our fault, we refund the delivery price.

If you send goods worth more than £100, insure them yourself.

11. The Delivery API

Credentials. Each environment (sandbox and production) has its own credentials: a client ID and a secret. We show a secret only once, so keep it in a secure secrets store. Use credentials only from your own servers, never in an app or a web page, and don't share them outside your business. You're responsible for every call made with your credentials. If one may be exposed, revoke it at once and tell us.

Rotation and revocation. You can rotate a secret at any time. The old one keeps working for the period you choose, up to 7 days. Revoking a credential stops its secrets and tokens at once.

Tokens and hosts. You exchange your credentials for an access token, which lasts 60 minutes. Production calls go to delivery-api.smarteatx.com and sandbox calls to sandbox-delivery-api.smarteatx.com. A credential works only at its own environment's address.

Rate limits. Each credential may make 600 calls a minute, unless we agree a different limit. Calls over the limit are refused with a 429 answer. Don't try to get around a limit, for example by spreading calls across extra credentials.

Going live. You can create production credentials once we've approved your business and it has either a default card or invoice billing.

Repeat requests. Send an idempotency key with each booking, so a retry never books twice. We keep keys for 24 hours.

What we log. We keep a record of each API call for 30 days: the credential, the time, the route, the result and how long it took. We never keep the body, the headers or the query string.

Changes. We may change the API. We'll give you at least 30 days' notice of a change that would stop a working integration, unless we must act sooner for legal or security reasons. Our API documentation describes the current version.

12. The sandbox

The sandbox is for testing. Sandbox deliveries never reach a rider, Stuart or a real payment, and nothing is charged. A simulator plays each one out, sends your webhooks, and can show delays, cancellations, failures and returns.

Use only made-up details in the sandbox, never a real person's name, phone number or address. You can clear your sandbox deliveries and webhook logs at any time. We may reset or change the sandbox.

13. Webhooks

You can add up to 10 webhook endpoints in each environment. Each must be on the public internet. We don't follow redirects.

Every webhook is signed with HMAC-SHA256 in the X-SmartEatx-Signature header, which includes a timestamp. Check the signature, reject old timestamps, and keep each endpoint's signing secret safe.

Answer with a 2xx status within 15 seconds. If you don't, we try again up to 10 times over about a day. You can see each attempt, and send an event again, for 30 days.

An event can arrive more than once or out of order, so build for that. Don't rely on webhooks alone: you can always fetch a delivery through the API.

14. Using the portal and API properly

You must not, and must not let anyone else:

• access, or try to access, any account, data or system you're not authorised to use;
• test the security of our systems, scan them for vulnerabilities or load-test them, without our written permission;
• scrape or bulk-copy data, including tracking pages and rider details;
• get around rate limits, security controls or usage limits;
• reverse engineer our systems, except as the law allows;
• resell or give others access to the API without our written agreement;
• send anything unlawful or harmful through the service, or use it in a way that disrupts it for others.

Unauthorised access to a computer system, or doing anything that impairs one, can be an offence under the Computer Misuse Act 1990. We may report it to the police.

If you find a security weakness, tell us at hello@smarteatx.com and don't use or share it.

We may revoke credentials, turn off webhook endpoints or suspend your account to protect the service, our riders or other users.

15. Recipients, riders and personal data

You and we each handle the recipients' details as independent controllers, under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. You decide to send the parcel and give us the details. We decide how the delivery is carried out, and use the details for our own delivery service.

You must:

• have a lawful basis for giving us each recipient's and pickup contact's details, and give us only what the delivery needs;
• tell recipients that we'll deliver their parcel and use their details to do so, for example by linking to our privacy notice;
• share the tracking link and delivery code only with the recipient.

Riders' details. You see the rider's first name and initial, photo, vehicle and rating. In the portal you can ask for their phone number while they have your delivery and for an hour after it's delivered, and we record each request. Use a rider's details only to sort out that delivery, and don't keep them or use them for anything else.

Don't ask our riders to carry out deliveries for you outside our service.

16. Availability and support

We use reasonable efforts to keep the portal, the API and deliveries available and working well. We don't promise they'll always be available or free of faults, and we don't offer a service level agreement unless we've agreed one with you in writing.

We sometimes need maintenance or urgent fixes. Rider availability also varies with time, place and demand.

For help, email hello@smarteatx.com, quoting your delivery reference where you have one.

17. Suspension and closing your account

We may suspend your account, with notice where we reasonably can, if you don't pay what you owe, go over your credit limit, seriously break these terms or the law, misuse the API, put riders or others at risk, or if we reasonably suspect fraud. While your account is suspended, you can't book deliveries or use the sandbox.

You can ask us to close your account at any time. We can close it by giving you 30 days' notice, or straight away if you seriously break these terms and don't put it right within 14 days of being asked, or become insolvent.

When your account closes, deliveries already collected are completed, and any others are cancelled under Cancelling. Everything you owe becomes due, and we send a final invoice if you pay by invoice. If you want a copy of your delivery history, fetch it through the API or ask us before your account closes. We keep our records as our privacy notice explains.

18. Our liability to you

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else the law doesn't allow to be limited.

Subject to that:

• for a lost or damaged package, we pay only what Lost, damaged or late deliveries sets out;
• we're not liable for loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss;
• we're not liable for losses caused by your integration, your systems, the details you give us, or your breach of these terms;
• our total liability to you in any 12-month period, however it arises, is limited to the greater of £1,000 and the charges you paid us in the 12 months before the event that caused the loss.

These terms set out everything we promise about the service. Other terms that might be implied by law are excluded, as far as the law allows.

19. Your liability to us

You'll cover our reasonable losses and costs, including claims by our riders or others, that arise from items you weren't allowed to send, details you gave us without a lawful basis, misuse of your credentials, or your breach of these terms. We'll tell you promptly about any such claim and let you help defend it.

20. Changes to these terms and prices

We may update these terms. We'll email your owners at least 30 days before a change that affects you, unless the law or a security issue means we have to give less notice. If you don't accept a change, you can close your account before it takes effect.

Prices and fees may change at any time for new quotes. A quote you've already accepted doesn't change.

21. General

• Events beyond control. Neither of us is responsible for a delay or failure caused by an event we couldn't reasonably control, such as severe weather, road closures or a failure of a network we rely on.
• Subcontractors. We may use subcontractors, including Stuart, but we stay responsible for what we promise in these terms.
• Transfers. You can't transfer this contract without our written agreement. We may transfer it to a business that takes over ours, and we'll tell you if we do.
• Notices. We send notices to your owners' and your company email addresses. Send yours to hello@smarteatx.com, or by post to our registered office: 4 Admiral Way, Regus House, Doxford International Business Park, Sunderland, Tyne and Wear, SR3 3XW.
• Whole agreement. These terms and the documents they refer to are our whole agreement, and replace anything discussed before. Neither of us relies on anything not set out in them. This doesn't limit liability for fraud.
• Our relationship. We're independent businesses. Neither of us is the other's agent, partner or employer.
• Third parties. No one else has a right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.
• If part fails. If a court decides that part of these terms can't be enforced, the rest still applies. If we don't enforce a right straight away, we can still enforce it later.

22. Law and disputes

These terms, and any dispute about them, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

If you have a complaint, email hello@smarteatx.com first. We'll try to settle it within 30 days before either of us goes to court, unless one of us needs urgent action.