Marketplace Partner Terms

1. About these terms

These terms are between us, 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, and the business that lists and sells on the Smart Eatx marketplace (‘you’). ‘We’, ‘us’ and ‘our’ mean Smart Eatx. They cover restaurants, takeaways, cafés, grocery stores and other food businesses, and anyone acting for them.

The marketplace is the Smart Eatx app, where customers find stores that deliver to them and order from them. If we also provide your own branded app, our Custom App Terms cover that service.

Our contract with you is made up of:

• your agreement: the commercial details agreed when you joined, such as your commission rate, any other fees, your delivery area and delivery prices, as recorded by us and shown in your Dashboard or confirmed to you in writing;
• these terms; and
• the documents these terms refer to.

If your agreement and these terms conflict, your agreement wins.

This is a business-to-business contract. You confirm that you're acting for a business and that whoever accepts these terms for it has authority to do so.

The marketplace is an online intermediation service, so the platform-to-business rules (Regulation (EU) 2019/1150, as it forms part of UK law) apply to it. These terms include the information those rules require, such as how stores are ranked, when we may suspend you, and how to complain.

Contact us at hello@smarteatx.com. We'll send notices to the owner's email address we hold for you.

2. Joining the marketplace

To join, you give us accurate details. These include your business name and address, the owner's name, email and phone number, your managers' details, your bank details, your listing on the Food Standards Agency's hygiene rating scheme and, if you sell alcohol, your licensed hours. Tell us promptly when any of them change.

So that we can pay you, you must open a Stripe Express account through the link we send, and accept Stripe's Connected Account Agreement. Stripe carries out its own checks of your identity and business.

We decide whether to list a business. We may ask for evidence, such as your food business registration or premises licence, before or after you go live.

We set up your store, menu or catalogue, delivery area, and Dashboard and POS logins with you before you go live.

3. Your legal duties as a food business

You're the seller of your food and groceries, so the legal duties of a food business are yours. In particular, you must:

• be registered as a food business with your local authority (at least 28 days before you start trading), and follow the Food Standards Agency's food safety and hygiene rules, including a food safety management system based on HACCP;
• give accurate allergen information for every item and option, as the Food Information Regulations 2014 require, covering the 14 allergens, and keep it up to date when recipes or suppliers change;
• label food prepacked for direct sale with its name and full ingredients, with allergens emphasised, under Natasha's Law (the Food Information (Amendment) (England) Regulations 2019 and the matching rules in Wales, Scotland and Northern Ireland), where it applies to you;
• show calories on every item and option if your business has 250 or more employees, as the Calorie Labelling (Out of Home Sector) (England) Regulations 2021 require. Tell us, so we can turn calorie labelling on for your store;
• hold a premises licence under the Licensing Act 2003 (or the equivalent law in Scotland) if you sell alcohol, allowing sales for delivery, and sell alcohol only within its hours;
• sell age-restricted goods lawfully: alcohol, tobacco, vapes, knives, solvents, fireworks, energy drinks and anything else with an age limit; and
• comply with all other laws that apply to your business, including consumer law, trading standards and employment law, and hold suitable insurance, including public and product liability cover.

Answer customers' allergen questions accurately, whether they reach you directly or through us, and take care with allergy notes on orders.

Tell us straight away if your registration or licence is suspended or revoked, or if a food safety or licensing authority takes action against you.

4. Menus, products, prices and your listing

You're responsible for your menu or catalogue: names, descriptions, photos, sizes, options, prices, allergen information, dietary labels, preparation times and age restrictions. Keep them accurate and up to date. The prices you set are what customers pay for your items.

Only label items vegan, vegetarian, gluten-free or halal when they are. A label that clashes with an item's allergens, such as vegan with milk, can't be saved.

Mark every alcoholic or other age-restricted item as age-restricted. For grocery stores, customers can only buy alcohol within the licensed hours you've given us; with no hours set, they can't buy it at all. For restaurant menus, only offer alcohol at times your licence allows.

Mark items sold out as soon as they run out, and keep your opening hours and closures up to date. You can pause your store for up to two weeks from your Dashboard.

Grocery stores must keep their catalogue accurate, including prices per pack or per kilo, estimated weights and availability. You can update it by importing a file.

Your delivery area, delivery price bands, minimum order and any small-order fee are set with you, and you can see them in your Dashboard or agreement.

We may adjust how your listing is presented, for example to fix formatting, categories or obvious mistakes. We may remove an item that seems unsafe, unlawful or misleading, and we'll tell you if we do.

We show your food hygiene rating, taken from the Food Standards Agency, on your listing.

How stores are ranked. Customers only see stores that deliver to their address. By default, stores are listed nearest first. Customers can instead sort by rating, popularity (based on recent orders) or delivery time, and filter by cuisine, type of shop, price level, rating, dietary labels and whether a store is open. Personalised sections use the customer's chosen cuisines and dietary preferences, ordered by rating. Nobody can pay to change a store's ranking. Promotional banners in the app are separate from store listings.

5. Taking and preparing orders

Orders arrive on your POS and in your Dashboard. Each order is accepted for you as soon as it reaches you, and its preparation timer starts. You don't need to accept it, and the customer can't cancel it for free once it's arrived. You must prepare every order that reaches you, unless you can't for a reason outside your control.

The timer uses the longest preparation time of the items in the order (15 minutes if none is set), plus five minutes each time you extend it. Set realistic preparation times, because customers' delivery estimates are based on them.

Mark each order ready when it is. When the timer runs out, the POS marks the order ready.

If an order still isn't marked ready 5 minutes after its timer runs out, we text and email the owner. At 15 minutes, our operations team is alerted and may contact you.

Pack orders securely, in packaging suitable for delivery, with hot and cold items kept apart, and sealed so that any tampering would show.

Each delivery order has a pickup code, printed on its kitchen ticket. The rider enters it in their app to confirm they're collecting the right order. If Stuart collects, its courier gets the code in their job details. You can also give us information for riders, such as where to collect; our riders and Stuart's couriers see it.

If you can't fulfil an order, tell us at once. Don't contact the customer to change an order unless we ask you to. If an accepted order is cancelled because you can't fulfil it, you won't be paid for it, and the customer gets a full refund.

Grocery orders. Pick each order promptly in the POS. Find each item, weigh items sold by weight, and only substitute where the customer allowed it. A substitute must be a reasonable alternative, and must not need an older customer than the item it replaces; the customer never pays more than for the original. Then record the number of bags. Grocery orders have no preparation timer: an order is ready when you finish picking it. The customer's card is charged for what you record as packed, so record it accurately.

Pack age-restricted items so the rider can tell which they are. They're only handed over after an ID check.

Collection orders. When a customer collects, check the order and, for age-restricted items, check their ID using Challenge 25.

6. Delivery

We arrange delivery of every marketplace delivery order, by our own riders or, when none is available, by Stuart. Don't use your own riders for marketplace orders unless we agree in writing.

You remain responsible for the quality and safety of what you supply. We're responsible for delivering it with reasonable care once it's been collected.

Riders and couriers see your business name and address, the owner's phone number as the collection contact, and your information for riders.

Treat riders with respect, give them a safe place to wait, and don't keep them waiting longer than needed. Tell us about any problem with a rider or courier.

7. Commission and fees

For each completed marketplace order, we charge commission at the rate in your agreement. It's a percentage of the price of the items before any discount. We don't charge commission on the delivery fee, service fee, small-order fee or tip.

The delivery fee, service fee and small-order fee that customers pay belong to us. Tips belong to the rider. If your agreement includes any other fees, it sets them out.

We'll give you at least 30 days' written notice of any change to your commission rate or fees. If you don't accept the change, you can end the agreement before it applies.

We take commission and other amounts you owe us from your payouts. If what you owe is more than a payout, we carry the balance forward to later payouts, and we may ask you to pay it within 30 days.

8. Payouts

We take the customer's payment for the whole order, acting as your agent for the price of your items: a customer's payment to us counts as payment to you. We pay your share through Stripe, to the Stripe Express account you opened. Stripe then pays your bank on its own schedule.

We settle each day's completed orders (those delivered or collected) separately, after a holding period, so that refunds and corrections can be made. The holding period is currently three days from the end of that day, unless your agreement says otherwise. Your payout for a day is:

• the price of your items in that day's completed orders;
• less our commission;
• less your share of any discounts and promotions on those orders;
• less your share of refunds made since your last payout, and any corrections we've told you about.

Cancelled and declined orders aren't paid. Orders paid at your till aren't part of payouts: that money is yours directly.

If the total for a day is zero or less, nothing is paid and the balance is carried forward.

Each payout appears in your Dashboard with a breakdown and a note explaining any deductions. Tell us within 30 days if you think a payout is wrong, and we'll check it and correct any mistake.

Changing your payout details needs two-step sign-in, and we email every owner when they change.

We may hold back a payout while we investigate suspected fraud, a serious breach of these terms or an unusual number of complaints, and we'll tell you why.

9. Promotions and discounts

Customers may get discounts on your items or on delivery. These can be:

• your store's own discounts, such as money off a first order, off orders of £35 or more or under £35, or with a coupon code;
• delivery offers for your store, such as cheaper delivery within a set distance, above a minimum order or on a first order; and
• marketplace promotions we run, such as promo codes, with conditions like a minimum spend or new customers only.

For each discount and promotion, we record who funds it: us, you, or a split between us. Your share comes off your payout. We'll only charge you for a promotion you've agreed to, in your agreement, in your Dashboard or in writing (email is enough). Unless we agree otherwise, we fund your store's own discounts, and you fund delivery offers you agree for your store.

Commission is always worked out on the price before discounts.

Customers see each promotion's conditions in the app. We may end a promotion we fund at any time.

10. Refunds, cancellations and charge-backs

We deal with customers' complaints and decide on refunds, fairly and in line with consumer law. We may ask you for information about an order; please reply within 24 hours.

Who pays for a refund depends on what went wrong:

• Problems in your control, such as missing, wrong, poor-quality, unsafe or mislabelled items: we may charge you a share, up to the amount refunded for those items. The amount is shown in your payout note.
• Age-restricted items taken back because the customer couldn't show valid ID: the items come back to you, and their refund comes off your payout in full.
• Cancelled orders: an order cancelled before it's completed isn't paid to you, and you don't otherwise pay towards its refund. If a delivery fails because the customer wasn't there, we may treat the order as completed and pay you for it.
• Problems in our control, such as a delivery spoilt by a rider: we pay.

Charge-backs. If a customer's bank reverses a payment for a reason in your control, such as an order that wasn't as described, we may deduct the amount, and any fee Stripe charges us for it, from your payouts.

If you disagree with a deduction, tell us within 30 days of the payout, and we'll review it.

11. Ratings and reviews

Customers can rate the items they've ordered and add comments. Your store's average rating and number of ratings are shown in the app, and customers can sort and filter by rating.

Don't write or arrange reviews of your own business or of a competitor, offer anything in return for reviews, or pressure customers to change or remove one. Fake and incentivised reviews are banned by the Digital Markets, Competition and Consumers Act 2024.

If a review breaks our rules, for example because it's offensive, includes personal details or isn't about a real order, tell us and we'll look at it. We don't remove reviews just because they're negative.

12. Customer data and data protection

We are the controller of the personal data of marketplace customers. We share with you what you need to fulfil each order: the customer's name, phone number, order and note and, for a delivery, their address.

You receive it as a separate controller, and you may use it only to prepare and hand over that order, to deal with a problem with it, and to meet your legal duties. You must not use it for marketing, add it to your own customer lists, contact the customer for any other reason, or share it with anyone else.

Keep it secure: limit access to staff who need it, keep printed tickets safe, dispose of them securely, and don't keep it for longer than you need.

Tell us within 24 hours if you find a personal data breach involving our customers' data, and help us deal with it. Pass any request from a customer about their data to us straight away.

Each of us will comply with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 for the personal data we handle.

You can see your store's orders, sales and payouts in your Dashboard. We use information about orders across the marketplace to run and improve it, and we don't give your store's data to other stores.

Our Partner Privacy Notice explains how we use your own information and your staff's. Please make sure staff who use the Dashboard or POS can see it.

13. Your content and our brand

You keep ownership of your business name, logos, menus, photos and descriptions (your content). You give us a non-exclusive, royalty-free licence to use, copy, adapt (for example by resizing or cropping) and display your content in the app, on our website, in our marketing and in other materials about the marketplace, and to let our service providers do so for us. The licence lasts while you're listed and for a reasonable time afterwards to wind down.

You confirm that you own your content or have permission to use it, and that our use of it won't infringe anyone's rights. If someone claims it does, you'll cover our reasonable costs of dealing with that claim.

Our name, logos, app, Dashboard, POS app and software belong to us. You may use our name and logo only as we allow, and only while you're listed.

We give you a right, which you can't transfer, to use the Dashboard and POS app for your business while you're listed. Don't copy, reverse-engineer or misuse them.

14. Dashboard, POS and staff logins

Each person who uses the Dashboard or POS needs their own login. You decide who has access and with what role: owner, kitchen or cashier. Keep the list up to date, and remove anyone who leaves straight away.

Owners should turn on two-step sign-in, and we may require it. Changes to money and team settings ask for it again.

You're responsible for everything done with your logins and on your devices, including tablets and printers, and for having a working internet connection while you're open.

Install updates to the POS app when we ask. Older versions may stop working.

15. Suspension and restriction

We may suspend your store, hide items or stop orders if:

• you seriously or repeatedly break these terms;
• a food safety, licensing or other authority acts against you, or your food hygiene rating is 0 or 1;
• we reasonably suspect fraud, or a risk to customers' health or safety;
• there are repeated serious complaints, such as late or unfulfilled orders or wrong allergen information; or
• you don't pay amounts you owe us.

We'll tell you the reasons when we suspend or restrict you, before or at the time it takes effect. You can tell us your side, and we'll review our decision. If we find we got it wrong, we'll restore your store straight away.

16. Liability

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.

Neither of us is liable to the other for loss of profit, revenue, business, goodwill or anticipated savings, for loss of data, or for any indirect or consequential loss.

Subject to that, our total liability to you in each year of the agreement (each year starting on the date you joined) is limited to the total commission and fees you paid us in the 12 months before the event that caused the claim.

We don't promise any number of orders, and we don't promise the marketplace will always be available without interruption.

You'll cover our losses, costs and reasonable legal fees arising from claims by customers, authorities or anyone else that result from your food or groceries (including their allergen information, labelling and safety), your breach of licensing or age-restriction law, your content, or your misuse of customer data.

Neither of us is liable for delays or failures caused by events outside our reasonable control.

17. Ending the agreement

You can end the agreement by giving us at least 30 days' written notice.

We can end it by giving you at least 30 days' notice, with our reasons.

Either of us can end it at once, by written notice, if the other seriously breaks it and doesn't put it right within 14 days of being asked to, or becomes insolvent. We can also end it at once, with reasons, if the law requires us to, if you repeatedly break these terms, or if you lose your food business registration or premises licence.

When the agreement ends:

• your store is removed from the marketplace;
• you must prepare any orders that have already reached you;
• we pay what's due to you after the usual holding period, less any amounts you owe us;
• your Dashboard and POS access ends;
• our licence to use your content ends after a reasonable wind-down, except in materials already published; and
• the parts of these terms about payments, refunds, data, liability, indemnities and the law continue.

After the agreement ends, you can ask us for a copy of your payout history. We keep information as our Partner Privacy Notice explains.

18. Changes and complaints

Changes to these terms. We'll give you at least 15 days' notice of changes, by email or in your Dashboard, and longer if a change means you need to make significant changes to your business. You can end the agreement before a change applies. We may make changes sooner if the law or a security risk requires it.

Complaints. Tell us about any problem with the marketplace, or any decision we've made about you, by email to hello@smarteatx.com. We'll look into it, keep you updated and tell you the outcome. If we can't resolve a dispute between us, we may both agree to try mediation before going to court.

19. General

These terms and your agreement are the whole agreement between us about the marketplace. We're independent businesses: we act as your agent only to take customers' payments for your items, and nothing else makes us partners, employer and employee, or a joint venture.

Neither of us may transfer the agreement without the other's written consent, except that we may transfer it to a company in our group or to a buyer of our business.

Nobody else has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce these terms.

If a court decides part of these terms isn't valid, the rest still applies. If either of us doesn't enforce a right straight away, it can still enforce it later.

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