COOK’S TERMS AND CONDITIONS
FLAVOUR STREET LIMITED
1.1. These Conditions set out the terms on which a Cook accesses Flavour Street’s Application and associated services through which a Customer can place an Order for Meals to be provided by the Cook.
1.2. These Conditions apply to the Contract to the exclusion of any other terms that the Cook seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
Application: either (i) the website application operated and owned (and/or licensed) by Flavour Street (including any current or future version thereof), available at: https://www.flavourstreet.co; or (ii) any mobile application operated and owned (and/or licensed) by Flavour Street (including any current or future version thereof), and which includes the Order Channel.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commission: the commission payable by the Cook to Flavour Street, as specified in clause 9 of these Conditions.
Cook: the person from whom the Customer purchases the Meals.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 25.4.
Contract: the contract between the Flavour Street and the Cook for the provision of the Application and sale of the Meals in accordance with these Conditions.
Customer: the customers who use the Application marketplace to place Orders with the Cook.
Delivery Charge: the charges for the Delivery Services, as determined by Flavour Street from time to time.
Delivery Date and Time: the date specified in the Order.
Delivery Location: the address for delivery of Meals, as specified by the Customer to the Cook via the Order Channel.
Delivery Services: the delivery services provided by Flavour Street, and/or any nominated third party delivery service provider as determined by Flavour Street from time to time.
Flavour Street: Flavour Street Limited, a company incorporated and registered in England and Wales under company number: 12981370 and whose registered office is located at 64 Southwark Bridge Road, London, England, SE1 0AS
Intellectual Property Rights: patents, rights to inventions, copyright, related rights, moral rights, trade marks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Meals: the food products (or any part of them) as set out on the Application.
Order: the Customer’s order for the Meals via the Application’s Order Channel.
Order Channel: the software available to Customer and Cook on the Application which facilitates the purchase and supply of Meals between them.
Order Service: the provision of the Application and Order Channel to the Cook. Representatives: any employees, officers, professional advisers, consultants and contractors.
Requests: any unique requirements for the Meals that is agreed by the Customer and the Cook via the Order Channel, including any advanced pre-Orders.
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors and permitted assigns.
(c) A reference to legislation or a legislative provision is a reference to it as amended or re enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(e) A reference to writing or written includes emails.
- The Order Service
3.1. Through its Order Service, Flavour Street will provide the Cook with a real-time ordering process that enables Customers to place orders with a Cook for collection or delivery by means of the Order Channel in the United Kingdom.
3.2. An Order constitutes an offer by the Customer to purchase the Meals in accordance with these Conditions. An Order shall be deemed to be accepted at such time as the Cook issues a notification of acceptance via the Order Channel and the Cook shall provide the Meals in accordance with any Requests and the terms set out in these Conditions.
3.3. By signing up to these Conditions, the Cook authorises Flavour Street to act as its agent to:
(a) solicit, promote and conclude contracts for Orders in the name and on the behalf of the Cook; and
(b) to collect Customer payments owed to the Cook in respect of the relevant Orders.
3.4. Customer payments made in respect of Orders placed with the Cook through the Order Channel will be held by Flavour Street on the Cook’s behalf in accordance with clause 8.5.
3.5. The provision of the Order Service by Flavour Street is subject to the Cook’s successful completion of the Flavour Street onboarding process as required by Flavour Street from time to time.
- The Meals
4.1. The Cook shall ensure that the Meals shall:
(a) correspond with their description on the Application, including, but not limited to, any applicable Requests;
(b) be of satisfactory quality (within the meaning of the Sale of Meals Act 1979, as amended) and fit for any purpose held out by the Cook or made known to the Cook by the Customer expressly or by implication, and in this respect the Customer relies on the Cook’s skill and judgement;
(c) be properly cooked and prepared and otherwise be safe and fit for transportation and consumption; and
(d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Meals.
4.2. The Cook shall use reasonable endeavours to:
(a) reject less than one percent (1%) of Orders received through the Order Channel during each Business Day;
(b) ensure that Orders are available for collection with respect to either the Delivery Service, or direct Customer collection. at the time communicated on the Order Channel; and
(c) ensure that no more than one percent (1%) of Orders contain errors.
4.3. If the Cook cannot fulfil this obligation to the Customer in respect of any Order, the Cook must communicate this to Flavour Street without undue delay, so that Flavour Street can inform the Customer.
- Cook’s use of the Application
5.1. The Application remains Flavour Street’s property, or that of Flavour Street’s licensors, at all times. The Cook shall be authorised to use the Application in accordance with these Conditions and any end-user licence which Flavour Street may give to the Cook from time to time. The Cook must ensure compliance by the Cook’s Representatives, with these Conditions and with the terms of any applicable licence.
5.2. The Cook must not, and must ensure that the Cook’s Representatives do not, reverse engineer, decompile, disassemble, crack or otherwise misuse the Application, and the Cook will use reasonable efforts to keep the functionality of the Application confidential to the Cook and the Cook’s Representatives.
5.3. The Cook shall ensure that it and its Representatives do not share usernames or passwords and do not make any part of the Order Service available to any third party. Without prejudice to any other rights or remedies that Flavour Street may have, Flavour Street reserves the right to charge (and the Cook shall pay any) additional fees for unauthorised usage of any part of the Order Service in line with Flavour Street’s standard prices from time to time in force.
5.4. The Cook is responsible for maintaining the confidentiality of the usernames and passwords allocated to the any Cook Representatives, and is fully responsible and liable for all activity that occurs under them.
5.5. Flavour Street may upgrade or alter the Application at any time without notice to the Cook. Flavour Street may remotely access the Application and/or any Order Channel at any time for any lawful reason, in particular to update the Application or to perform maintenance.
5.6. The Cook must follow any lawful instructions Flavour Street gives to the Cook in relation to the use of the Application.
- Collection and Delivery
6.1. Customers shall, where applicable, have the option via the Order Channel to select delivery or collection when placing their Order.
6.2. The Cook shall ensure that: (i) the Meals are properly packed and secured in such manner as to enable them to reach their destination in good condition; (ii) each delivery of the Meals is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Meals, and special storage instructions (if any); and (iii) all
appropriate precautions are taken by it (and any members of its staff) relating to the delivery and collection of Meals as they relate to recommended COVID-19 guidelines
6.3. Where the Customer has selected the collection option, the Cook shall make the Meals available at the collection location agreed between the Cook and the Customer via the Order Channel.
6.4. Where the Customer has selected the delivery option, the Cook shall deliver the Meals: (i) on the Delivery Date; (ii) at the Delivery Location; and (iii) during normal business hours, or as instructed by the Customer.
6.5. Delivery of the Meals shall be completed either (i) on the completion of unloading the Meals at the Delivery Location; or (ii) collection of the Meals by the Customer from the agreed collection point in accordance with clause 6.3. Title and risk in the Meals shall pass to the Customer on completion of delivery.
6.6. If the Cook: delivers less than the quantity of Meals ordered (whithing a reasonable degree), the Customer may request a refund for the Meals Ordered.
6.7. The Cook shall not deliver and/or provide the Meals in instalments without the Customer’s prior written consent. Where it is agreed that the Meals are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Cook to deliver any one instalment on time or at all, or any defect in an instalment shall entitle the Customer to the remedies set out in clause 7.
6.8. If the Cook delivers the Meals forming the Order, the Cook will use reasonable efforts to establish that the person receiving the Meals is authorised to receive the Meals (for example, for Card Orders, by checking that the Customer’s credit or debit card is the same as the receipt data for the Order).
6.9. Where Delivery Services are provided and/or sourced by Flavour Street, the Cook shall:
(a) prepare the Meals which have been requested in the Order, so they are ready for collection by the Delivery Partner at the agreed time. Where the Cook is late in providing the Meals to the Delivery Partner by: (i) more than five (5) minutes from the agreed time, Flavour Street may charge the Cook a fee of twenty pence (£0.20) per minute until the Meals are provided to the Delivery Partner; and (ii) more than ten (10) minutes from the agreed time, Flavour Street may charge the Cook an additional fee of five pound (£5);
(b) use packaging which is proportionate and suitable for delivery of the type of Meals ordered and ensure such packaging is sealed to avoid tampering;
(c) check each Order to ensure it is accurate, complete and contains all the Meals ordered by the Customer via the Order Channel;
(d) ensure the Order number corresponds with the Order number presented by the Delivery Services; and
(e) agree to comply with the requirements and obligations of any service level agreement relating to the Delivery Services (as provided to the Cook from time to time).
6.10. If a Customer complains to Flavour Street about any aspect of an Order and Flavour Street gives the Cook any details of the complaint, the Cook shall respond to the Customer in a timely manner and shall act reasonably and cooperate with Flavour Street to ensure a prompt resolution. Where Flavour Street, acting reasonably, have incurred any costs as a direct result of complaints about the Meals (including where the Cook has rejected an Order), Flavour Street will invoice the Cook for those costs.
7.1. If the Meals are not delivered on the Delivery Date, or do not comply with the undertakings set out in clause 4.1, then, without limiting any of its other rights or remedies, and whether or not the Meals have been accepted by a Customer, Flavour Street may exercise any one or more of the following rights and remedies:
(a) to cancel an Order;
(b) to reject the Meals (in whole or in part) following the Customer’s request and return them to the Cook at the Cook’s own risk and expense;
(c) to require the Cook to replace the rejected Meals, or to provide a full refund of the price of the rejected Meals (if paid);
(d) following the Customer’s request, refuse to accept any subsequent delivery of the Meals which the Cook attempts to make;
(e) to recover from the Cook any costs incurred by the Customer and/or Flavour Street in obtaining substitute goods from a third party; and
(f) to claim damages for any other costs, loss or expenses incurred by the Customer and/or Flavour Street which are in any way attributable to the Cook’s failure to carry out its obligations with respect to an Order.
7.2. Where the Cook cancels any Order after having accepted such Order, a full refund will be made to the Customer. Notwithstanding the foregoing, all Commissions due to Flavour Street shall remain payable to Flavour Street in the normal course. Notwithstanding anything to the contrary in this Contract, Flavour Street may terminate the Cooks access to the Application and use of the Order Service, should Flavour Street determine, at its discretion, that the Cook has cancelled a significant number of Orders or where the Cook has failed to accept such Orders.
7.3. These Conditions shall apply to any repaired or replacement Meals supplied by the Cook.
7.4. Flavour Street’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
- Price and payment
8.1. The price of the Meals shall be the price set out in the Order, or, if no price is quoted, the price set out in the Cook’s price list published on the Application as at the date and time the Order is made.
8.2. The price of the Meals: (i) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Cook at the prevailing rate, subject to the receipt of a valid VAT invoice; and (ii) includes the Cooks costs of packaging and insurance.
8.3. No extra charges shall be effective unless agreed in writing with Flavour Street and the Customer.
8.4. Where the Customer has chosen to pay for an Order using a credit card, Flavour Street will receive payment from the Customer in respect of the gross value of the Order. All such amounts, less the Commission and any other sums due to Flavour Street, shall be held by Flavour Street on the Cook’s behalf in a designated account until they are payable to the Cook.
8.5. The Cook irrevocably authorises Flavour Street to act as the Cook’s agent to accept, receive, and hold the amounts referred to in clause 8.4 above on the Cook’s behalf, and the Cook authorise Flavour Street to notify third-parties (including the Customer) that Flavour Street are so authorised. A Customer’s payment through an Order Channel will discharge any payment obligation of that Customer to the Cook for those amounts in respect of an Order.
8.6. Flavour Street will inform the Cook of: (i) any sums owed by the Cook to Flavour Street for the relevant period; and (ii) any balance brought forward from, and any amounts paid or received by Flavour Street since the date of the previous statement.
8.7. Any amounts Flavour Street hold on the Cook’s behalf after deduction of any sums owed by the Cook to Flavour Street (including Commission in accordance with clause 9, any refund payments or discounts as agreed and delivery costs), will be paid to the Cook periodically through Stripe connect.
8.8. In addition to any other rights or remedies Flavour Street may have as set out in these Conditions, Flavour Street may charge the Cook monthly interest at one and a half percent (1.5%) above the Bank of England base rate on any unpaid amount due to Flavour Street, as from the payment due date until the earlier of the date that the amount is set off or the amount is received by Flavour Street. Flavour Street may also ask the Cook to pay, the Cook will be liable for, any costs reasonably incurred in connection with the settling or recovering of any overdue payment, and Flavour Street may set off such costs and any interest on any unpaid amount in accordance with clause 8.9 below.
8.9. Flavour Street is entitled to set off any amounts owed to it by the Cook against any amount owed to the Cook by Flavour Street at any time. Flavour Street may also make withholdings from amounts Flavour Street hold on the Cook’s behalf in respect of any cost or expense which Flavour Street incur or reasonably expect to incur as a result of a breach by the Cook of these Conditions. Flavour Street may also make withholdings from any amounts Flavour Street hold on the Cook’s behalf where Flavour Street are, or have notice that Flavour Street may be, ordered to do so by a competent authority. If Flavour Street make any withholdings, Flavour Street will do only for so long as is reasonable, and (if applicable) Flavour Street will make a credit to the Cook in the next statement after it becomes clear that Flavour Street will not incur any liability in respect of it.
8.10. The Cook understands that Flavour Street are not under any obligation to make refunds of any amounts the Cook has paid to Flavour Street in accordance with these Conditions and the provision of the Meals.
- Payments to Flavour Street
9.1. The Cook’s use of the Order Service is subject to the payment to and receipt by Flavour Street of Commission as stated in this clause 9.
9.2. Flavour Street shall charge the Cook commission equal to fifteen percent (15%) of the gross price of all Meals in respect of each Order.
9.3. In respect of each Order delivered using Delivery Services, the Cook shall pay Flavour Street the Delivery Charge minus the delivery charge paid by the customer.
9.4. Flavour Street may also charge the Cook for other services Flavour Street have provided to the Cook, together with any administrative services at the rates Flavour Street gives to the Cook of from time to time.
9.5. Flavour Street may levy any charges to Customers for the services Flavour Street provide to the Customer or to cover the costs to Flavour Street of operating Flavour Street’s own business, as Flavour Street sees fit.
- Price promise
Unless agreed otherwise, the prices, discounts and special offers the Cook provide in respect of the Meals through the Application and the Order Channels (including any delivery charges and minimum order values set by the Cook) must be no less favourable than those offered to consumers via the Cook’s own online channels for the same Meals, and the Cook must ensure that details of all prices, discounts and special offers offered on the Cook’s own website are promptly supplied to Flavour Street so that Flavour Street may reasonably attempt to offer these special offers to Customers via the Order Channels.
- Order Cancellation
The Cook acknowledges and agrees that a Customer may cancel an Order in whole or in part at any time before delivery of the Meals with immediate effect by giving the Cook notice by means of the Order Channel, whereupon the Cook shall discontinue all work on the Order. The Customer shall pay the Cook fair and reasonable compensation as determined by the Cook in its sole discretion for any work in progress on the Meals at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
- Supply of information
12.1. The Cook must supply Flavour Street with any information about the Meals which Flavour Street (acting reasonably) may ask the Cook to supply, and the Cook must ensure that such information is accurate. Such information may include a complete set of records to trace the supply chain of all Meals provided. The Cook acknowledges that information (such as postcode, delivery radius and opening hours) and information about the Cooks Meals will be reproduced verbatim for display to Customers via the Order Channels. The Cook must ensure that Flavour Street are supplied with information which is up to date at all times.
12.2. The Cook shall be responsible for providing the Customer and Flavour Street with up to date details of any allergens in the Meals, in accordance with applicable laws. The Cook further acknowledges that Flavour Street will repeat the information provided about allergens verbatim on the Order Channels. Flavour Street does not undertake to check and are not liable for checking this information on the Cook’s behalf.
12.3. The Cook must keep Flavour Street informed of hours of operation and of any changes thereto. 13. Warranties
13.1. The Cook is responsible for ensuring that the Meals are safe and compliant with applicable law.
13.2. The Cook warrants that it shall provide the Meals in compliance with an appropriate food safety management system which deals with all aspects of food safety and hygiene for its business in compliance with food hygiene regulations, including (but not limited to):
(c) cleaning and waste;
(d) chilling, defrosting, freezing, cooking; reheating;
(e) temperature control: chilled and hot holding – in particular, while awaiting collection er; (f) personal hygiene and fitness to work;
(g) pest Control;
(h) COSHH (control of substances hazardous to health);
(i) takeaway packaging;
(j) staff training (if applicable);
(l) monitoring and auditing; and
14.1. The Cook shall indemnify both Flavour Street and the Customer against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by either Flavour Street or the Customer as a result of or in connection with:
(a) any claim made against Flavour Street or the Customer for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the manufacture, supply or use of the Meals, to the extent that the claim is attributable to the acts or omissions of the Cook, its employees, agents or subcontractors;
(b) any claim made against Flavour Street arising out of the consumption of the Meals by the Customer or any third party; and
(c) any claim made against Flavour Street or the Customer by a third party arising out of or in connection with the supply of the Meals, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Cook, its employees, agents or subcontractors including any breach of the warranties set out in clause 13.2.
14.2. The Cook shall indemnify Flavour Street against any charges, losses, damages or claims (and all related costs, including legal fees), penalties, fines, interest, expenses and other liabilities made or levied against Flavour Street by the Customer in connection with a breach by the Cook of these Conditions and/or any applicable laws, rules and regulations in force at the relevant time.
14.3. The indemnity obligations in this clause 13, shall include any claims made by a Delivery Partner due to a breach of the Cook’s obligations and responsibilities under these Conditions.
14.4. This clause 13 shall survive termination of the Contract.
During the term of the Contract and for a period of two (2) years thereafter, the Cook shall maintain in force, with a reputable insurance company, public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on either Flavour Street’s or the Customer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
- Compliance with relevant laws and policies
16.1. In performing its obligations under the Contract, the Cook shall: (i) comply with all applicable laws, statutes, regulations and codes from time to time in force; and (ii) comply with the policies of Flavour Street, as updated from time to time.
16.2. The Cook shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract. Notwithstanding the above, the Cook shall indemnify Flavour Street against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred or paid by Flavour Street arising out of or in connection with any claim brought against Flavour Street, its agents, subcontractors or consultants arising as a result of the Cook’s failure to comply with their undertaking in this clause 16.2.
16.3. The Cook hereby warrants, represents and undertakes to Flavour Street that the Cook, and any contractors the Cook uses in connection with the preparation or delivery of Orders will comply at all times with all applicable laws and regulations, in particular (but without limitation) in relation to health and safety, VAT, data protection, food standards, hygiene and information, and the sale of regulated products, and will provide reasonable evidence to Flavour Street of compliance upon request.
16.4. The Cook warrants, represents and undertakes to Flavour Street that the Cook has and will maintain, and will ensure that the Cook’s contractors have and will maintain, at all times while using the Application, any consents, licences, permissions, approvals or authorisations (“Consents“) (including from any franchisor) required in connection with using the Application and the Cook’s performance of their obligations under in accordance with these Conditions, and the Cook will, and will ensure that the Cook’s contractors will, comply at all times with the terms of such Consents. The Cook will notify Flavour Street immediately if any Consent is revoked or suspended, lapses, or the Cook otherwise ceases to be able to rely on or benefit from any such Consent for any reason.
16.5. The Cook represents and warrants that the Cook has not been convicted of any offence involving slavery and human trafficking; nor has the Cook been the subject of any investigation, inquiry or
enforcement proceedings related to slavery and human trafficking. In performing the Cook’s obligations under these Conditions, the Cook must: (i) comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015; and (ii) not engage in any activity, practice or conduct that would constitute an offence under the Modern Slavery Act 2015 whether such activity, practice or conduct were carried out within, or outside the UK; and notify Flavour Street as soon as the Cook becomes aware of any actual or suspected slavery or human trafficking that has a connection with these Conditions.
16.6. Flavour Street, or Flavour Street’s third-party representatives may, at Flavour Street’s cost, inspect the Cook’s business records and meet the Cook’s personnel (where applicable) on no less than twenty-four (24) hours’ notice so that Flavour Street can audit the Cook’s compliance with these Conditions.
16.7. The Cook shall be solely responsible for self-assessing, claiming and remitting all applicable taxes.
16.8. The Customer may immediately terminate the Contract for any breach of clause 16. 17. Limitation of Liability
17.1. Nothing in these Conditions will limit or exclude any party’s liability for: (i) death or personal injury caused by its own negligence, or the negligence of its employees, agents or subcontractors; (ii) fraud or fraudulent misrepresentation; or (iii) breach of any term implied by any statute or any liability which (in each case) cannot lawfully be limited or excluded.
17.2. Subject to clause 17.1, Flavour Street, shall not be liable to the Cook whether in contract, tort (including negligence), breach of statutory duty or otherwise for: (a) any special damages, any loss of goodwill, reputation, business, profits, data, actual or anticipated income or profits or loss of contract or any indirect or consequential losses; and (b) any damages, costs, direct or indirect losses which relate to faults, breakdowns or other interruptions to the ability of Customers to place Orders via the Application for any reason whatsoever.
17.3. Subject always to clause 17.1, Flavour Street’s total liability to the Cook in respect of any losses arising under or in connection with these Conditions or any Contract, howsoever caused, is limited to an amount equal to an amount of money held by Flavour Street on the Cook’s behalf as at the date of the event giving rise to the claim.
- Suspension and Termination
18.1. If Flavour Street (acting reasonably) believe that the Cook is in default of any obligations under these Conditions or otherwise are operating their business in a manner which is harmful to the Customer or to Flavour Street’s business, goodwill or reputation, then without limiting Flavour Street’s or the Customer’s other rights or remedies under these Conditions, Flavour Street may at
any time suspend the Cook’s access to the Application (including suspending the Cook’s profile on any Order Channel and ceasing to conclude the sale of Meals via any Order Channel) or any other services that Flavour Street provide to the Cook without liability to the Cook. If the Cook operates multiple profiles on the Application, Flavour Street are entitled to extend the suspension to any and all of these profiles.
18.2. These Conditions take effect on acceptance and continue until terminated by either party giving 30 days’ written notice to the other. If permitted by law and where Flavour Street considers immediate termination necessary in the circumstances, Flavour Street may give you written notice to terminate these terms with immediate effect.
18.3. Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
18.4. Any provision of these Conditions that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
- Data protection
19.1. Flavour Street may share personal data with the Cook in the performance of Flavour Street’s obligations under these Conditions. The personal data processed under these Conditions are described in clause 19.3 below and may be processed by the Cook only for the purpose of fulfilling an Order. The Cook warrants that they will act solely as a data processor, comply at all times with applicable data protection legislation, and will maintain appropriate measures to ensure that the rights of the people to whom the personal data relates, are protected.
19.2. The Cook shall also implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risks presented by the Cook’s processing of the personal data, and the Cook must not transfer any personal data outside of the EEA or appoint a third party to process the data without Flavour Street’s prior written consent. If the Cook processes any personal data pursuant to these Conditions, the Cook will follow any instructions Flavour Street give to the Cook in respect of that data, which may include activities like deletion or return of the data that assist and enable Flavour Street to comply with Flavour Street’s obligations under applicable data protection laws. The Cook will not process the personal data for the Cook’s own purposes, except with Flavour Street’s prior written approval. The Cook shall contact the Customer only via the ‘Add Note’ option of an order listed on the Application, or via any masked telephone number or other data minimization tools provided by Flavour Street to the Cook. The Cook will immediately notify Flavour Street on becoming aware of any actual or possible breach of this section.
19.3. Identity of data subjects: the Customer. Types of personal data processed: personal details including titles, first name, last name, email address, Order details, delivery address, phone
number and online identifiers including IP address. Duration of processing by the Cook: until the earliest of either the termination of these Conditions plus twenty-eight (28) days, or the date upon which processing is no longer necessary for the performance of the Cook’s obligations under these Conditions. Nature of processing: receipt, storage and deletion. Purpose of processing: the fulfilment of Orders.
- Changes to proprietorship
If the Cook ceases to operate their business, or the Cook gives a third party the right to operate the Cook’s business (whether permanently or temporarily) the Cook must give Flavour Street written notice of this as soon as possible. If Flavour Street receive notice of a change to the proprietorship of the Cook’s business, or other important details relating to the Cook’s business (for example a change of name, or a change to the account to which payments to the Cook are made) from someone other than the Cook and who appears to us to be authorised by the Cook, then Flavour Street will make reasonable efforts to contact the Cook. The Cook acknowledges that if the Cook doesn’t respond, or if the Cook doesn’t give Flavour Street the notice referred to in this clause, Flavour Street may terminate these Conditions without further notice to the Cook.
- Trademarks and Intellectual Property Rights
21.1. All Intellectual Property Rights in Flavour Street’s Order Channel, Application, logo, brand, trademarks, designs, videos and pictures (“IP”) are very important to Flavour Street and nothing in these Conditions transfers any right or title in or to the IP to the Cook. The Cook’s use of the IP must be strictly in accordance with these Conditions and with any other instructions Flavour Street give the Cook in relation to the use of the IP, from time to time. The Cook may not use the IP in relation to any activities that are not registered or active on the Application or otherwise approved by Flavour Street.
21.2. The Cook may not use the IP in relation to any purpose for which Flavour Street have not given the Cook express written permission, in particular, but not limited to, the Cook’s use of the IP on any packaging, clothing, stationery, vehicles etc or in the development of any competitive product or service.
21.3. If another third party claims that the Cook’s use of Flavour Street’s own brand name violates rights, they claim they own, the Cook must inform Flavour Street promptly and the Cook must follow any instructions Flavour Street give the Cook in relation to use of the Cook’s own brand name in association with the Trademarks. This might mean Flavour Street suspends the Cook from using the Application and its IP until such time as the dispute is resolved.
21.4. During the term of these Conditions, the Cook must not do or say anything derogatory that might bring the IP into disrepute or adversely affect Flavour Street’s reputation.
21.5. The Cook must stop using the IP as soon as these Conditions terminate or the Cook’s use of the Application has been suspended. This means that immediately on termination or suspension, the
Cook must stop all use of the IP including taking down all in-shop references, where possible, and the Cook must stop all on-line and print advertising connecting the Cook’s business to that of Flavour Street.
21.6. By agreeing to these Conditions, the Cook warrants to Flavour Street that the Cook has the right to use the Cook’s brand name and any associated get up and logos in relation to the Cook and the Meals, and that using the Cook’s brand name, get up or logos will not bring the Cook into conflict with another third party. Notwithstanding the above, the Cook shall indemnify Flavour Street against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred or paid by Flavour Street arising out of or in connection with any claim brought against Flavour Street, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the Meals and the Cook’s use of the Application.
Flavour Street may display on the Order Channels ratings and comments (“Reviews“) provided by Customers regarding the Cook. Flavour Street assumes no responsibility or liability to the Cook for any Reviews, and are not under any obligation to the Cook to remove or edit any Reviews. The Cook will not post or cause any other party to post any Reviews about the Cook or which would otherwise breach any guidelines for Reviews published by Flavour Street.
- Non-solicitation of Clients
During the duration of this Contract and for a period of six (6) months following the termination of the Contract, the Cook shall not directly or indirectly contact, solicit, assist in soliciting, accept or
facilitate the acceptance of, or in any way provide or seek to provide Meals or similar services directly to any client/customer of Flavour Street.
- Force majeure
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for two (2) weeks, the party not affected may terminate the Contract by giving five (5) days’ written notice to the affected party.
26.1. Assignment and other dealings. Either Flavour Street or the Customer may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract. The Cook may not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Customer.
26.2. Subcontracting. The Cook may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of the Customer. If the Customer consents to any subcontracting by the Cook, the Cook shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.
26.3. Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
26.4. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Customer.
26.5. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
26.6. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision of the Contract is deemed deleted under this clause
25.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by email.
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 25.7(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
26.8. Third party rights. Other than the rights of a Customer as stated herein and unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
26.9. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
26.10. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.