RETAILER MERCHANT PARTNER AGREEMENT

THIS RETAILER MERCHANT PARTNER AGREEMENT is entered into on

BETWEEN

1 of (“you”, the “Retailer”);

2 BACCHUS SUN LIMITED (T/A QUICK DRINKS) of 550 Hob Moor Road, Yardley, Birmingham, B25 8TN (“QuickDrinks”).

BACKGROUND

IT IS AGREED AS FOLLOWS:

1. STATUS
  • 1.1 By accepting an order on the Platform you confirm that:
    • 1.1.1 You have authority to do so and bind the person or company you are accepting for,
    • 1.1.2 You accept our offer to provide the service on these terms.
    • 1.1.3 You agree to and will comply in full with these terms.
    • 1.1.4 Your satisfactory completion of certain checks required by QuickDrinks from time to time is a condition of this contract coming into effect.
  • 1.2 This forms a contract between you and QuickDrinks, which commences on the date of your acceptance and the date on which you have completed QuickDrinks’ onboarding checks from time to time to QuickDrinks ’ satisfaction. You should save a copy of these terms for your records. These terms and subject to change at QuickDrink's ’ discretion. If you access or use the Platform after being notified of a change, you are deemed to have accepted that change.
2. PLATFORM
  • 2.1 QuickDrinks’ Platform provides you with a real-time ordering process that enables customers to place orders with you for delivery in the UK.
  • 2.2 By signing up to QuickDrinks as a Retailer, you authorise QuickDrinks to act as your agent to solicit, promote and conclude contracts for orders in your name and on your behalf, and to collect customer payments owed to you in respect of those orders.
  • 2.3 Payment to QuickDrinks settles the customer’s payment obligation to you for these orders.
3. OUR FEES
  • 3.1 Your use of our Platform is subject to our applicable service fee. Our service fee is calculated as a percentage of 8% per order, plus VAT at the prevailing rate.
  • 3.2 All payments to the Retailer/Merchant shall be processed by Stripe. No money, consideration or otherwise, shall be held by Quickdrinks on trust for the Retailer or Consumer.
  • 3.3 The Parties agree that Quickdrinks will deduct its fee following the completion of the delivery via Stripe.
4. OUR DUTIES
  • 4.1 We will facilitate and implement a real-time ordering process which will enable customers to place and pay for orders on the Platform.
  • 4.2 Provide support services for customers to deal with complaints or enquiries relating to orders with no further cost to you.
  • 4.3 Provide you (the Retailer) with a list of goods which You can sell on our Platform.
  • 4.4 Use our reasonable endeavours to accommodate your choice of products from the list of goods referred to in clause 4.3.
5. YOUR DUTIES
  • 5.1 You must comply with our Service Standards Schedule annexed to this agreement.
  • 5.2 You agree to provide all information, materials and assistance reasonably required by QuickDrinks to onboard you to the Platform. You must ensure that the information you provide to QuickDrinks and customers in or in respect of your use of the Platform is complete and accurate in all material respects.
  • 5.3 You agree to obtain your own tablet to use our Platform. Our Merchant Application is only designed to work on an Android / iOS Tablet.
  • 5.4 You agree to download the QuickDrinks Merchant Application on your tablet. Our Application is available on the Apple App Store and Google Playstore.
  • 5.5 You must use the payment processor QuickDrinks recommends from time to time.
  • 5.6 You must ensure that goods and services supplied by you are of a satisfactory quality.
  • 5.7 You must ensure that you have Drivers available to delivery when selling through our Platform.
  • 5.8 You will be responsible for delivering the goods to the customers.
  • 5.9 You agree to provide each customer with an official receipt for their order.
6. WARRANTIES
  • 6.1 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.
  • 6.2 Comply with all applicable laws and licensing, registration and approvals requirements at all times, and any and all QuickDrinks policies made available to you from time to time.
  • 6.3 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 QuickDrinks if you become aware of any breach of this clause.
  • 6.4 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 our Platform and your fulfilment of orders. You must use reasonable endeavours on a continuing basis to ensure that no form of slavery takes place in your supply chains.
  • 6.5 Cooperate with QuickDrinks and provide such assistance and information as QuickDrinks may reasonably require.
7. INTELLECTUAL PROPERTY
  • 7.1 All rights, title and interest in and to the Platform, 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 QuickDrinks’ intellectual property (QuickDrinks IP). We grant you a limited, non-exclusive, non-transferrable, non-sublicensable, revocable licence to use the QuickDrinks IP in the country you operate in during the Term for the sole purpose of using Platform.
  • 7.2 You must not (and shall not permit any third party to):
    • copy, adapt, reverse engineer, decompile, modify or make error corrections to any QuickDrinks 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 QuickDrinks IP or otherwise do anything that disrupts any QuickDrinks IP, QuickDrinks or any person.
  • 7.3 QuickDrinks grants you a non-exclusive, royalty-free, non-sublicensable, non-transferable licence to use QuickDrinks branding, which includes the “QuickDrinks” logo, name and/or website address for the Term in the country you operate in to allow you to advertise our Platform at your sites. You must comply with any QuickDrinks policy issued from time to time.
  • 7.4 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 our services.
  • 7.5 Except for these limited licenses:
    • QuickDrinks retains ownership of and all rights in and to QuickDrinks branding; and
    • You retain ownership of and all rights in and to your branding.
  • We may collect data about your use of Delivery Service. By using our Platform 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. We maintain the value of personal data for our customers by treating it in the manner that the users expect, by ensuring it is accurate in its entirety, and by appropriately discarding it when the data is no longer required. This enhances our customer services. We strive to uphold our user’s satisfaction, interests, and confidence as paramount in our services
8. TERMINATION
  • 8.1 QuickDrinks may terminate this Agreement at any time and for any reason on giving you not less than one week’s notice in writing, and you may terminate this agreement at any time and for any reason on giving QuickDrinks not less than two weeks’ notice in writing.
  • 8.2 Without prejudice to 8.1 above, QuickDrinks also reserves the right to terminate this agreement with immediate effect in the event of any serious or material breach by you of any obligation owed to QuickDrinks.
  • 8.3 Upon termination of this Agreement, you shall deliver to QuickDrinks all property belonging to QuickDrinks which is in your possession or control, and permit QuickDrinks to disable and/ / or remove from your smartphone any QuickDrinks application.
  • 8.4 Upon termination of this Agreement you will no longer represent yourself as being connected in any way with the business of QuickDrinks.
9. CONFIDENTIALITY AND DETRIMENTAL REMARKS
  • 9.1 Both during the term of this Agreement and following its termination you must not (unless required to do so by law, protected in doing so by a legal right of protected disclosure or doing so in properly providing the Services):
    • (a) disclose any of QuickDrinks’ trade secrets or confidential information to any person;
      or
    • (b) use any of QuickDrinks’ trade secrets or confidential information for any purposes other than QuickDrinks’.
  • 9.2 The words “confidential information” include but are not limited to:
    • (a) personal data identifying or relation to any of QuickDrinks’ customers (including but not limited to name, addresses and other personal information such as dietary requirements and details or other household members), suppliers or employees;
    • (b) training materials, and other confidential material provided to you during the course of QuickDrinks’ onboarding process;
    • (c) details of relationships or arrangements with QuickDrinks’ other suppliers and business partners, including but not limited to Retailers / Merchants.
    • (d) details of QuickDrinks’ business methods, finances, pricing strategy, marketing or development plans or strategies; and
    • (e) any other information you know to have been divulged to you by QuickDrinks, or by a third party in the Course of performing the Services, in confidence.
  • 9.3 You will not make, directly or indirectly, any detrimental or derogatory comments about QuickDrinks, its officers, employees, business partners or suppliers (including other Drivers), either verbally or in writing, including in particular but not limited to on any social media platform or forum. A failure to comply with these obligations shall be considered a serious breach of this agreement.
10. DATA PROTECTION AND MONITORING
  • 10.1 You acknowledge that QuickDrinks may need to process personal data about you for a variety of legal and administrative purposes. This data may include information relating to arrange with you and your performance of the Services and for the purposes of record keeping.
  • 10.2 How Quickdrinks handles your personal data is set out in its Privacy Policy, which can be found here.
  • 10.3 You may have access to personal data about the employees, customers and suppliers of QuickDrinks. If the performance of the Services involves you processing personal data (whether as data controller or data processor), you must:
    • (a) act only on instructions from QuickDrinks or as set out in this Agreement; and
    • (b) take appropriate technical and organisational measures to keep the data secure and protect against unauthorised or unlawful processing of such data and against accidental loss or destruction of, or damage to, such data.
  • 10.4 With adherence to the existing customer data protection law under the data protection Act 2018, any applicable law relating to the processing of personal Data, including but not limited to the Directive 96/46/EC (Data Protection Directive) or the GDPR, and any national implementing laws, regulations and secondary legislation, for as long as the GDPR is effective in the UK. Quickdrinks attempts to put a persistent effort to certify customer transparency.
    • (a) When collecting, utilising, or handling personal data that is compatible with our aims and values, we have a clear goal in mind. We only gather and utilize the amount of personal data required and permitted under the DPA, 2018. Quickdrinks is determined to adhere to the DPA 2018 and the principles mentioned thereof. As per section 39 of the said Act personal data processed for any of the law enforcement purposes must be kept for no longer than is necessary for the purpose for which it is processed. Considering this we ensure to delete the customer’s information once it ceases to be useful to Quickdrinks.
    • (b) We ensure to safeguard the user’s right to erasure under Article 12 of the GDPR which specifies that an organization's data controller shall answer "without undue delay and in any event within one month of receipt of the request." Under the GDPR the timeframe to erase data may be extended by two months where requests are exceptionally complex or when one data user submits multiple requests.
11. LIABILITY
  • 11.1 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 the Platform, the Merchant Application orders placed by customers using the Platform or these terms.
  • 11.2 We disclaim all warranties and conditions, express, implied, or statutory, with respect to the service we offer 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.
12. INDEMNITY
  • 12.1 Retailers/Merchants shall indemnify Quickdrinks 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 [reasonable] professional costs and expenses) suffered or incurred by Retailers arising out of or in connection with:
    • 12.1.1 Retailer/Merchant’s breach or negligent performance or non-performance of this agreement;
    • 12.1.2 any claim made against Quickdrinks by a third party arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by Retailers/Merchants, its employees, agents, or subcontractors;
    • 12.1.3 any claim made against Quickdrinks by a third party for death, personal injury or damage to property arising out of or in connection with defective Goods, to the extent that the defect in the Goods is attributable to the acts or omissions of Retailers/Mercheants, its employees, agents, or subcontractors.
13. ACCOUNT DELETION AND DATA REMOVAL PROCEDURE
  • 13.1 Users have the option to delete their account and associated data either through the application's profile screen or by formally requesting the deletion through our designated contact channel at https://www.quickdrinks.co.uk/contact-us/. To ensure the security and privacy of our users, we may request verification of the account and identity during this process.
  • 13.2 It is important to note that account deletion may not be possible in cases where there are outstanding orders or unresolved issues linked to the user's account, such as ongoing complaints. Prior resolution of these matters is required for the successful deletion of the account.
  • 13.3 There will be retention of certain information after deletion of your account. Even after the account is deleted, we may retain certain information as outlined in the "Data Retention" section of our privacy policy. Users are encouraged to review this section for a comprehensive understanding of the specific data that may be retained and the associated purposes. This retention is carried out in accordance with our privacy practices and legal obligations.
13.3 MISCELLANEOUS
  • 13.3.1 QuickDrinks reserves the right in its sole discretion to make changes to the terms of this Agreement at any time upon written notice to you.
  • 13.3.2 No person other than you and QuickDrinks may enforce any term of this Agreement.
  • 13.3.3 This Agreement contains the whole agreement between you and QuickDrinks in connection with yours engagement by QuickDrinks and you confirm that you are not entering into the Agreement in reliance upon any oral or written representations made to you by or on behalf of QuickDrinks.
  • 13.3.4 This Agreement is personal to you and may not be assigned to a third party without QuickDrinks’ express written agreement.
  • 13.3.5 This Agreement will be governed by the laws of England and Wales and the Courts of England and Wales will have non-exclusive jurisdiction to adjudicate any disputes arising under it.

SCHEDULE 1

SERVICE DELIVERY STANDARDS

  1. You must only deliver the Goods if the customer produces an approved ID on delivery. Only approved ID will be accepted as proof of age and this would be a Photo Driving Licence a valid passport or a PASS accredited Proof of Age Card.
  2. You will be responsible for upholding a Challenge ALL policy. A Challenge ALL policy shall be enforced requiring production of an approved D at the time of delivery for every order regardless of customers age.
  3. You warrant that no delivery will be completed where the purchaser appears to be under the influence of drink or drugs.
  4. You warrant that you will keep a record of any refusal at the point of delivery in a refusals register kept by You and returned to the Retailer / Merchant store with the returned goods.
  5. You will ensure that all vehicle engines are to be turned off immediately upon arrival at the licensed premises for collection of orders and also at the delivery address.
  6. You will ensure that no audio entertainment is to be in use when arriving and parking at the licensed premises or the delivery address.
  7. You will take care at all times to prevent public nuisance to local residents at the licensed premises and at the delivery address of any orders.
  8. You warrant that you will only deliver to proper addresses such as residential or places of business. You warrant that you will not make ‘on road’ deliveries.
  9. You will confirm proof of age and keep written record of details at the time of delivery.