Partner Terms & Conditions

Marketplace Service

Last updated: 7^th October 2022

These terms

These terms apply to your access to and use of Fresh Veggies’s Marketplace Service on freshveggies.co.uk and our mobile app (the Platform). This service is provided by Fresh Veggies or us (Fresh Veggies Ltd company number 14223567). Veggies Ltd’s registered address is 42, Brinklow Road, Binley, Coventry CV3 2HY.

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 Marketplace+ Service on these terms.
You agree to and will comply in full with these terms.
Your satisfactory completion of certain checks (including ID and Food Standards Agency checks) required by Fresh Veggies from time to time is a condition of this contract coming into effect.

This forms a contract between you and Fresh Veggies, which commences on the later of the date of your acceptance and the date on which you have completed Fresh Veggies’s onboarding checks from time to time to Fresh Veggies’s satisfaction. 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 Marketplace Service after being notified of a change, you’re deemed to have accepted that change.

You can procure other services (e.g. Pickup) from Fresh Veggies by agreeing and entering into a separate contract with us. Each additional contract entered into by you and Fresh Veggies shall form a separate agreement.

If you have questions about these terms or our Marketplace Service please contact by emailing us to accounts@freshveggies.co.uk

If we need to contact you, we’ll do so via the email address you have provided to us.

What is Marketplace?

Through its Marketplace Service, Fresh Veggies will provide you with an online 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 Marketplace Services to (the Sites). The Delivery Orders will be delivered by your own fleet of delivery riders (Riders). We may agree to amend the Sites from time to time. Fresh Veggies will also provide Customer Support Services for your Delivery Orders – see more on this below.

By signing up to Marketplace Service, you authorise Fresh Veggies to act as your agent to solicit, promote and conclude contracts for Marketplace Service orders in your name and on your behalf, and to collect customer payments owed to you in respect of those orders.

Customer payments made in respect of orders placed with you through the Marketplace Service will be held by Fresh Veggies on your behalf; payment to Fresh Veggies settles the customer’s payment obligation to you for these orders.

Marketplace Service Fees

Your use of Marketplace 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 (Marketplace Service Fee).

We will pay you an amount equal to the GMV for your Delivery Orders during the relevant payment period, less the Marketplace 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 Fresh Veggies, when you accept these terms we will onboard you onto our Platform (including, if applicable, providing the equipment to you – see below). You agree that we may subcontract part of the onboarding process.
We will, subject to our rights to suspend your use of Marketplace Service under these terms, display your site/s and items on the Platform as available for Delivery Orders.
We will facilitate and implement an online ordering process which will enable customers to place and pay for Delivery Orders on the Platform (Marketplace Services).
Provide support services for customers to deal with complaints or enquiries relating to Delivery Orders (Customer Support Service) through a professionally manned contact centre at no further cost to you.

What you must do?

You must:

Onboarding and set-up

Comply with our Food Standards Agency policy.
Provide all information, materials and assistance reasonably required by Fresh Veggies to onboard you to the Platform or launch Marketplace Service for you. You must ensure that the information you provide to Fresh Veggies and customers in or in respect of your use of Marketplace Service is complete and accurate in all material respects.
If you are new to the Platform, provide us with accurate descriptions of items to be offered in Marketplace Service (including any applicable VAT amounts). You agree that

(a) We may make limited and reasonable edits to item descriptions from time to time (including where legally required);

(b) To ensure a great customer experience, the prices for the items you provide for display on the Platform should be the same as the prices for items published in your in-store pricelist.

Display any Marketplace Service signage provided by Fresh Veggies in accordance with our instructions.
You are responsible for setting the fee that consumers pay for delivery and the delivery radius within which your riders will deliver Delivery Orders.

Use of Marketplace Service

Keep your page up to date – by giving us at least three days’ notice of changes you require us to make for you or by making your own changes through the store dashboard.
Ensure that all relevant items are available to be ordered by a customer in a Delivery Order during your opening hours, and accept and reject Marketplace Service orders as appropriate. You are responsible for setting the minimum Delivery Order value.
Ensure that Delivery Orders are prepared using all due skill, care and diligence in line with best practice in your industry.
Ensure that 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 items:

(a) correspond with the descriptions on the Platform (including indications that particular items are gluten free);

(b) are not harmful to health or the environment;

(c) are safely, securely and appropriately packaged at all times (including as reasonably required to withstand delivery); and

(d) are appropriate for consumption by the customer.

Ensure that your Riders deliver the orders to the address specified in a professional manner.
Provide each customer with an official receipt for their Delivery Order (and a VAT receipt, if applicable) if requested.

Service Standards

Use reasonable endeavours to reject less than 1% of Delivery Orders received through the Platform.
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.

General Requirements

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 Fresh Veggies 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 Fresh Veggies 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 Marketplace Service and your fulfilment and delivery 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 Fresh Veggies and provide, in a timely manner, such assistance and information as Fresh Veggies may reasonably require.

Intellectual property

All rights, title, 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 Fresh Veggies’s intellectual property (Fresh Veggies IP). We grant you a limited, non-exclusive, non-transferrable, non-sublicensable, revocable licence to use the Fresh Veggies IP in the country you operate in during the Term for the sole purpose of using the Marketplace Service.

You must not (and shall not permit any third party to):

copy, adapt, reverse engineer, decompile, modify or make error corrections to any Fresh Veggies 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 Fresh Veggies IP or otherwise do anything that disrupts any Fresh Veggies IP, Fresh Veggies or any person.

Fresh Veggies grants you a non-exclusive, royalty-free, non-sublicensable, non-transferable licence to use Fresh Veggies branding, which includes the “Fresh Veggies” logo, name and/or website address for the Term in the country you operate in to allow you to advertise Marketplace Service at your sites. You must comply with any Fresh Veggies 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 Marketplace Service.

Except for these limited licences:

Fresh Veggies retains ownership of and all rights in and to Fresh Veggies branding; and
You retain ownership of and all rights in and to your branding.

We may collect data about your use of Marketplace Service. By using Marketplace 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.

Legal terms

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 MARKETPLACE SERVICE, ORDERS PLACED BY CUSTOMERS USING MARKETPLACE SERVICE OR THESE TERMS.

Customers may be eligible for compensation in respect of a Delivery Order. Fresh Veggies will determine this in accordance with its Complaints Matrix from time to time. Refunds for which you are responsible under our Complaints Matrix will be deducted from our payment to you.

MARKETPLACE SERVICE IS OTHERWISE PROVIDED AS-IS. WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO MARKETPLACE 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 Marketplace 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.

Data protection

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, Fresh Veggies and/or the Marketplace 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 Marketplace 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 Marketplace 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 Marketplace 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 Fresh Veggies’s consent.

Pickup Service

Last updated: 7^th October 2022

These terms

These terms apply to your access to and use of Pickup on freshveggies.co.uk and our mobile app (the Platform). Pickup is provided by Fresh Veggies or us (Fresh Veggies Ltd, company number 14223567). Our registered address is 42 Brinklow Road, Binley, Coventry CV3 2HY.

By clicking “Accept” or by accepting a Pickup 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 Pickup on these terms.
You agree to and will comply in full with these terms.
Your satisfactory completion of certain checks (including ID and Food Standards Agency checks) required by Fresh Veggies from time to time is a condition of this contract coming into effect.

This forms a contract between you and Fresh Veggies, which commences on the later of the date of your acceptance and the date on which you have completed Fresh Veggies’s onboarding checks from time to time to Fresh Veggies’s satisfaction. 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 Pickup after being notified of a change, you’re deemed to have accepted that change.

You can procure other services (e.g. Marketplace) from Fresh Veggies by agreeing and entering into a separate contract with us. Each additional contract entered into by you and Fresh Veggies shall form a separate agreement.

If you have questions about these terms or Pickup please contact us through email to contact@freshveggies.co.uk

If we need to contact you, we’ll do so via the email address you have provided to us.

What is Pickup?

Pickup allows customers to place an order on the Platform and pick it up from your site in the UK (Pickup Orders).

By signing up to Pickup, you authorise Fresh Veggies to act as your agent to solicit, promote and conclude contracts for Pickup Orders in your name and on your behalf and to collect customer payments owed to you in respect of those orders.

Pickup Service Fee

Your use of Pickup 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 (Pickup Service Fee).

We will pay you an amount equal to the GMV for your Pickup Orders during the relevant payment period, less the Pickup Service Fee, less any relevant adjustments for refunds paid to customers during the relevant payment period.

What we will do?

If you are new to Fresh Veggies, 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 Pickup under these terms, display your site/s and items on the Platform as available for Pickup orders.
We will facilitate and implement a real-time ordering process which will enable customers to place and pay for Pickup orders on the Platform.
Provide support services for customers to deal with complaints or enquiries relating to Pickup Orders through a professionally manned contact centre at no further cost to you.

What you must do?

You must:

Onboarding and set-up

Comply with Food Standards Agency policy.
Provide all information, materials and assistance reasonably required by Fresh Veggies to onboard you to the Platform or launch Pickup for you. You must ensure that the information you provide to Fresh Veggies and customers in or in respect of your use of Pickup is complete and accurate in all material respects.
If you are new to the Platform, provide us with accurate descriptions of items to be offered in Pickup (including any applicable VAT amounts). You agree that:

(a) We may make limited and reasonable edits to item descriptions from time to time (including where legally required).

(b) To ensure a great customer experience, the prices for the items you provide for display on the Platform should be the same as the prices for items published in your in-store pricelist. You agree that if a customer provides us with evidence that, without reference to promotional offers, the price in-store is lower than the price of the item on the Platform, we will refund the difference to the customer and deduct an amount equal to the refund from the payment we make to you.

Display any Pickup signage provided by Fresh Veggies in accordance with our instructions.

Use of Pickup

Keep your page up to date – by giving us at least three days’ notice of changes you require us to make for you or by making your own changes through store dashboard.
Ensure that all relevant items are available to be ordered by a customer during your opening hours, and accept and reject Pickup Orders as appropriate.
Ensure that Pickup Orders are prepared using all due skill, care and diligence in line with best practice in your industry.
Ensure that all Pickup Orders are packaged in a way that avoids tampering, minimises spillages, and maintains the order at an appropriate temperature.
Prepare Pickup Orders promptly, accurately and in accordance with the timescales communicated via the Platform. In particular, you must ensure that items:

(a) correspond with the descriptions on the Platform;

(b) are not harmful to health or the environment;

(d) are safely and appropriately served at all times; and

(e) are appropriate for consumption by the customer.

Ensure that Pickup Orders are available for collection by customers in a timely manner.
Provide each customer with an official receipt for their Pickup order (and a VAT receipt, if applicable) if requested.
Ensure that customers are at all times treated in a professional manner by staff and are provided with access to a safe pick up area.

Service Standards

Use reasonable endeavours to reject less than 1% of Pickup Orders received through the Platform.
Use reasonable endeavours to ensure that Pickup Orders are available for collection by customers at the time communicated on the Platform and keep customers waiting for Pickup Orders for no longer than five minutes.
Use reasonable endeavours to ensure that no more than 1% of Pickup Orders contain errors.
You should be available for orders for 98% of your opening hours on the Platform.

General Requirements

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 Fresh Veggies 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 Fresh Veggies 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 Fresh Veggies and provide, in a timely manner, such assistance and information as Fresh Veggies may reasonably require.

Intellectual property

All rights, title, 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 Fresh Veggies’s intellectual property (Fresh Veggies IP). We grant you a limited, non-exclusive, non-transferrable, non-sublicensable, revocable licence to use the Fresh Veggies IP in the country you operate in during the term of our agreement for the sole purpose of using Pickup.

You must not (and shall not permit any third party to):

copy, adapt, reverse engineer, decompile, modify or make error corrections to any Fresh Veggies 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 Fresh Veggies IP or otherwise do anything that disrupts any Fresh Veggies IP, Fresh Veggies or any person.

Fresh Veggies grants you a non-exclusive, royalty-free, non-sublicensable, non-transferable licence to use Fresh Veggies branding, which includes the “Fresh Veggies” logo, name and/or website address for the Term in the country you operate in to allow you to advertise Pickup at your sites. You must comply with any Fresh Veggies policy issued from time to time.

Except for these limited licences:

Fresh Veggies retains ownership of and all rights in and to Fresh Veggies branding; and
You retain ownership of and all rights in and to your branding.

We may collect data about your use of Pickup. By using Pickup 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

Legal terms

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 PICKUP, ORDERS PLACED BY CUSTOMERS USING PICKUP OR THESE TERMS.

Customers may be eligible for compensation in respect of a Pickup Order. Fresh Veggies will determine this in accordance with its Complaints Matrix from time to time. Refunds for which you are responsible under our Complaints Matrix will be deducted from our payment to you.

PICKUP IS PROVIDED AS-IS. WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO PICKUP 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.

These terms are the entire agreement between us in relation to Pickup. 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.

These terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction in respect 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.

Data protection

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, Fresh Veggies and/or Pickup, 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 Pickup Order.

USE OF PROTECTED DATA

We will give you the details of the customer’s Pickup 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 Pickup 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

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.

To the extent permitted by law, you must not issue any public statement or notification about Protected Data without first obtaining Fresh Veggies’s consent.

Store Dashboard

Last updated: 7^th October 2022

These terms

These terms apply to your access to and use of Store Dashboard, and supplement your existing agreement governing your use of the platform (the Agreement) with Fresh Veggies or us (Fresh Veggies Ltd, company number 14223567). By clicking “Accept” you agree to use Store Dashboard in line with these terms.

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 Store Dashboard after being notified of a change, you’re deemed to have accepted the change. These terms are also subject to any separate agreement entered into by you and Fresh Veggies in relation to your access or use of Store Dashboard.

Terms capitalised but not defined in these terms have the meaning given in the Agreement between us. These terms prevail if they are different to that Agreement, but only in respect of your page and use of Store Dashboard. By accepting these terms, you agree that notwithstanding the terms of your Agreement with us:

Fresh Veggies won’t launch your sites and items on the Fresh Veggies Platform – you’ll do this yourself.
When you’re happy with your page, you can publish it to the Fresh Veggies Platform.

What is Store Dashboard?

Store Dashboard enables you to create and/or edit your own item pages for the Fresh Veggies Platform (www.freshveggies.co.uk and the UK mobile app).

Store Dashboard is a new feature – we’ve tested it, but it is still developing and improving all the time. As such, Store Dashboard may change from time to time. We may discontinue or withdraw certain functions or features. We’ll try and signpost this to you.

Using Store Dashboard

Fresh Veggies has launched Store Dashboard for its UK partners. You can use Store Dashboard using your Fresh Veggies credentials.

By using Store Dashboard, you acknowledge that you will be amending the information consumers see about your items. Your page updates will go live to consumers on the Fresh Veggies Platform shortly after you “publish” your edits. Check your page edits carefully before publishing!

You are responsible for ensuring the accuracy, completeness and compliance with applicable laws (in particular in respect of providing information required by applicable consumer laws) of all information that you or your employees, agents or representatives input about page Items for publication on the Platform – we are not responsible for your use of Store Dashboard or the content you upload by using it.

Your use of Store Dashboard is subject to your compliance with these terms. If you don’t comply with these terms, or any additional terms entered into by you and Fresh Veggies in relation to your access or use of Store Dashboard, we may suspend your access to Store Dashboard without notice.

Ensuring high quality page

Your page (including each item image and description) must:

Be clear, accurate, complete and error-free
Be your own, original content or licensed to you by a third party on terms that let you grant us the rights below. Content you upload must not infringe any third party’s proprietary rights.
Meet any requirements in your Agreement with us
Comply with all applicable legal and regulatory requirements
Only include products that we permit to be offered on the Fresh Veggies Platform in the UK, in accordance with any specific requirements we notify you of where any restriction (eg minimum age) applies

If any information uploaded to the Fresh Veggies Platform using Store Dashboard doesn’t comply with these terms or is offensive, illegal, immoral or inappropriate in any way we may remove it or the applicable menu page immediately without notice.

Our team reviews the page edited or created on Store Dashboard. If a page is not compliant with these terms or our Agreement, we may notify you and ask you to make further edits or we may suspend your relevant site from the Fresh Veggies Platform (depending on the nature of the concern). We reserve the right to edit page items for display on the Fresh Veggies Platform.

Rights you grant us

By using Store Dashboard you give us permission to use and publish the information and content you submit, including any intellectual property, on the Fresh Veggies Platform and as necessary for us to provide the Services under the Agreement between us. If a third party owns rights in any information or content you upload to Store Dashboard, you must get their permission before you upload it.

Legal terms

Store Dashboard and all intellectual property rights in it are owned by Fresh Veggies or one of its affiliates. We reserve all rights not expressly granted under these terms.

We may collect data about your use of Store Dashboard. By using Store Dashboard, 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.

STORE DASHBOARD IS MADE AVAILABLE “AS IS”. WE ARE NOT OBLIGED TO CORRECT ERRORS OR THE EFFECTS OF ERRORS (INCLUDING RECOVERING LOST DATA) OR PROVIDE TECHNICAL SUPPORT. 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 STORE DASHBOARD OR THESE TERMS.

WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO STORE DASHBOARD 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.

Any amendment or waiver of these terms needs to be in writing. 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 are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction in respect out of or in connection with these terms.

Getting in touch

If you have questions about Store Dashboard, please contact us through email to accounts@freshveggies.co.uk

Payment Cycle - Contract Change

Last Updated: 7^th October 2022

We refer to the agreement(s) between us that relate to the provision by us of Core Services, Marketplace Services, Pick-up Services, and/or Editions Services (for the purpose of this amendment only, the “Agreements” and the “Services”, respectively). Pursuant to the provisions in the Agreement that permit us to make amendments that do not materially affect the Services, we are amending the Agreements to alter the payment terms such that you are paid on approximately a weekly basis.

This amendment sets out the basis on which the Core Services Fees, Marketplace Services Fees, Pick-up Services Fees, and/or Editions Services Fees (for the purposes of this amendment only, the “Fees”) and the page Items Amount and Partner Payments are calculated.

The relevant clauses about the timing of the payment of the Fees are deemed with the following.
Fees in your Agreement shall be calculated weekly on the Calculation Day by reference to consecutive periods of approximately the 7 days ending on the Sunday immediately prior to such Calculation Day (or, during the first such period, such period from the commencement of the Agreement ending on the Sunday immediately prior to such Calculation Day) (each, a “Period”)
A day shall be regarded as beginning at 00:00 UTC time and ending at 23:59 UTC time;
Within 2 Business Days of the Calculation Day, Fresh Veggies shall:

(i) send or otherwise make available to you a statement summarising the Items ordered from you during the relevant Period (the “Items Amount”)

(ii) send or otherwise make available to you a statement summarising the corresponding amount due to the you, which shall be the Items Amount less the Fees applicable in the Agreement (the “Partner Payment” or “Partner Payment” as the case may be); and

(iii) authorise the transfer of the Partner Payment (as the case may be) to you by electronic bank transfer to a bank account in the Territory nominated by you.

Notwithstanding the above, Fresh Veggies may make available, and you may elect to apply, alternative arrangements for the Period or the timing of the Partner Payment (as the case may be) from time to time. In the event of any conflict between the terms of such alternative arrangements and these terms, the terms of such alternative arrangements shall prevail.

“Calculation Day” means the applicable Fresh Veggies standard day on which Fresh Veggies calculates payments to partners in the Territory.

Except as set out above, your Agreements with us shall continue in full force and effect. If there is any direct conflict or inconsistency between the terms above and your Agreements, the terms above shall prevail.

Marketer

Last updated: 7^th October 2022

General Marketer Terms

By using the Marketer platform and/or agreeing to launch any of the offers, adverts or other features that Fresh Veggies makes available to you via the Marketer platform (each a Marketer Tool) you agree to these terms and conditions (Terms), which comprise (in order of precedence, unless expressly stated otherwise):

the applicable Special Terms for the Marketer Tool you are using;
these General Marketer Terms;
your services agreement with us (Services Agreement), which applies only to the extent relevant to your use of Marketer Tools (including in particular confidentiality obligations, governing law and jurisdiction); and
any additional documentation referenced in the Special Terms, General Marketer Terms or Services Agreement.

In the Terms:

youand your means the person that has entered into the Services Agreement with us, and
we, us, and ourmeans the Fresh Veggies party to that Services Agreement; and
capitalised terms not otherwise defined have the meaning given in the Services Agreement.

We may change these Terms or the features and availability of the Marketer Tools from time to time, so please ensure you review all information provided about the relevant Marketer Tool each time you use the Marketer platform. We will endeavour to ensure such changes do not materially adversely affect a Marketer Tool live at that time, but reserve the right to do so on reasonable advance notice or if required by law or to avoid harm to Fresh Veggies’s business, reputation, Customers or partners.