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Delivery Service

Last updated: 14 January 2021

These terms

These terms apply to your access to and use of Delivery Service on www.deliveroo.co.uk and our mobile app (the Platform). This service is provided by Deliveroo or us (Roofoods Ltd company number 08167130). Roofoods Ltd’s registered address is The River Building, Level 1 Cannon Bridge House, 1 Cousin Lane, London EC4R 3TE.

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 Delivery 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 hygiene rating checks) required by Deliveroo from time to time is a condition of this contract coming into effect.

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

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

If you have questions about these terms or our Delivery Service please contact us through Restaurant Hub, either by submitting a "Help" form or by using Live Chat. You may also find answers to your questions here.

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

What is Delivery Service

Through its Delivery Service, Deliveroo will provide you with a real-time 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 Delivery Services to (the Sites). We may agree to amend the Sites from time to time. Deliveroo will also provide Delivery Services and Customer Support Services for your Delivery Orders - see more on this below.

By signing up to Delivery Service, you authorise Deliveroo to act as your agent to solicit, promote and conclude contracts for Delivery 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 Delivery Service will be held by Deliveroo on your behalf; payment to Deliveroo settles the customer’s payment obligation to you for these orders.

Delivery Service Fees

Your use of Delivery 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 (Delivery Service Fee).

We will pay you an amount equal to the GMV for your Delivery Orders during the relevant payment period, less the Delivery 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 Deliveroo, 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 Delivery Service under these terms, display your site/s and menu items on the Platform as available for Delivery Orders.
We will facilitate and implement a real-time ordering process which will enable customers to place and pay for Delivery Orders on the Platform.
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.
Procure the delivery of Delivery Orders from you to the customer (Delivery Services) using delivery riders authorised by Deliveroo to carry out the Delivery Services (Riders).

What you must do

You must:

Onboarding and set-up

Comply with our Food Hygiene and Safety Policy.
Provide all information, materials and assistance reasonably required by Deliveroo to onboard you to the Platform or launch Delivery Service for you. You must ensure that the information you provide to Deliveroo and customers in or in respect of your use of Delivery Service is complete and accurate in all material respects.
If you are new to the Platform, provide us with accurate descriptions of menu items to be offered in Delivery Service (including any relevant allergen advice and applicable VAT amounts). You agree that

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

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

Display any Delivery Service signage provided by Deliveroo in accordance with our instructions.

Use of Delivery Service

Keep your menu 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 Menu Manager.
Ensure that all relevant menu items are available to be ordered by a customer in a Delivery Order during your opening hours, and accept and reject Delivery Service orders as appropriate. Each Delivery Order must meet the applicable minimum Delivery Order value from time to time - if it doesn’t, Deliveroo may charge customers an additional fee.
Ensure that Delivery Orders are prepared using all due skill, care and diligence in line with best practice in your industry.
Ensure that all 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 menu items:

(a) correspond with the descriptions on the Platform (including indications that particular menu items are gluten free, nut free, or are suitable for vegetarians and/or vegans);

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

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

(e) are at an appropriate temperature for consumption by the customer.

Take account of any information relating to customer allergies provided with the Delivery Order.
Ensure that Delivery Orders are available for collection by our Riders in a timely manner.
Ensure that the order number on the Delivery Order packaging corresponds with the order number provided by Deliveroo before the Delivery Order is handed over to the relevant Rider.
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 Delivery Orders are available for collection by our Riders at the time communicated on the Platform and to keep Riders waiting for Delivery Orders for no longer than five minutes.
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 Deliveroo 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 Deliveroo 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 Deliveroo and provide, in a timely manner, such assistance and information as Deliveroo may reasonably require.

Equipment and joining fees

You will need a tablet and a printer to start accepting Delivery Orders. If you’re an existing customer, you can use your existing equipment.

For new customers, when signing up you will be given two options for equipment (you can find the latest pricing for each on our sign-up pages). Each option is subject to a one-off joining fee.

You can use your own device (which you are responsible for obtaining and maintaining).
You can lease a Deliveroo device. The risk in the device passes from us to you upon installation. We retain title to the device at all times. You must let us know of any faults with, or damage to, the device and give us access to your site during normal business hours to inspect, clean, repair, replace or remove the device. We may charge a reasonable fee for repairing or replacing a device. You must comply with our Equipment Policy.

We will make software available to you to use on the equipment so that you can use Delivery Service. This software constitutes Deliveroo IP (see below) and it remains our property at all times. You must promptly implement any patches, updates, upgrades and/or new versions of such software that we release from time to time.

Intellectual property

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

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

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

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

Except for these limited licences:

Deliveroo retains ownership of and all rights in and to Deliveroo 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 Delivery 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 DELIVERY SERVICE, ORDERS PLACED BY CUSTOMERS USING DELIVERY SERVICE OR THESE TERMS.

Deliveroo will be responsible for customer claims that a Delivery Order has been spilled or crushed in the course of the Delivery Services or that it is not an appropriate temperature for consumption on delivery where the Delivery Services took more than 15 minutes (except where the Delivery Order wasn’t packaged in accordance with these terms).

Customers may be eligible for compensation in respect of a Delivery Order. Deliveroo 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.

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

1. 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, Deliveroo and/or the Delivery 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 Delivery 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.

2. USE OF PROTECTED DATA

We will give you the details of the customer’s Delivery 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 Delivery 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.

3. 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 Deliveroo’s consent.

Marketplace+ Service

Last updated: 14 January 2021

These terms

These terms apply to your access to and use of Deliveroo’s Marketplace+ Service on www.deliveroo.co.uk and our mobile app (the Platform). This service is provided by Deliveroo or us (Roofoods Ltd company number 08167130). Roofoods Ltd’s registered address is The River Building, Level 1 Cannon Bridge House, 1 Cousin Lane, London EC4R 3TE.

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 hygiene rating checks) required by Deliveroo from time to time is a condition of this contract coming into effect.

This forms a contract between you and Deliveroo, which commences on the later of the date of your acceptance and the date on which you have completed Deliveroo’s onboarding checks from time to time to Deliveroo’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. Delivery Service or Pickup) from Deliveroo by agreeing and entering into a separate contract with us. Each additional contract entered into by you and Deliveroo shall form a separate agreement.

If you have questions about these terms or our Marketplace+ Service please contact us through Restaurant Hub, either by submitting a "Help" form or by using Live Chat. You may also find answers to your questions here.

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, Deliveroo 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. Deliveroo will also provide Customer Support Services for your Delivery Orders - see more on this below.

By signing up to Marketplace+ Service, you authorise Deliveroo 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 Deliveroo on your behalf; payment to Deliveroo 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.

What we will do

If you are new to Deliveroo, 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 menu 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 Hygiene and Safety Policy.
Provide all information, materials and assistance reasonably required by Deliveroo to onboard you to the Platform or launch Marketplace+ Service for you. You must ensure that the information you provide to Deliveroo 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 menu items to be offered in Marketplace+ Service (including any relevant allergen advice and applicable VAT amounts). You agree that

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

Display any Marketplace+ Service signage provided by Deliveroo 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 menu 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 Menu Manager.
Ensure that all relevant menu 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 menu items:

(a) correspond with the descriptions on the Platform (including indications that particular menu items are gluten free, nut free, or are suitable for vegetarians and/or vegans);

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

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

(e) are at an appropriate temperature for consumption by the customer.

Take account of any information relating to customer allergies provided with the Delivery Order.
Ensure that the order number on the Delivery Order packaging corresponds with the order number provided by Deliveroo before the Delivery Order is handed over to the relevant Rider.
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 Delivery Orders are available for collection by your Riders at the time communicated on the Platform and to keep Riders waiting for Delivery Orders for no longer than five minutes.
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 Deliveroo 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 Deliveroo 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 Deliveroo and provide, in a timely manner, such assistance and information as Deliveroo may reasonably require.

Equipment and joining fees

You will need a tablet and a printer to start accepting Delivery Orders. If you’re an existing customer, you can use your existing equipment.

For new customers, when signing up you will be given two options for equipment (you can find the latest pricing for each on our sign-up pages). Each option is subject to a one-off joining fee.

You can use your own device (which you are responsible for obtaining and maintaining).
You can lease a Deliveroo device. The risk in the device passes from us to you upon installation. We retain title to the device at all times. You must let us know of any faults with, or damage to, the device and give us access to your site during normal business hours to inspect, clean, repair, replace or remove the device. We may charge a reasonable fee for repairing or replacing a device. You must comply with our Equipment Policy.

We will make software available to you to use on the equipment so that you can use the Marketplace+ Service. This software constitutes Deliveroo IP (see below) and it remains our property at all times. You must promptly implement any patches, updates, upgrades and/or new versions of such software that we release from time to time.

Intellectual property

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

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

Deliveroo grants you a non-exclusive, royalty-free, non-sublicensable, non-transferable licence to use Deliveroo branding, which includes the “Deliveroo” 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 Deliveroo policy issued from time to time.

Except for these limited licences:

Deliveroo retains ownership of and all rights in and to Deliveroo 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

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.

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.

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.

Data protection

We will each comply with the following with respect to data protection.

1. 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, Deliveroo 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.

2. 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.

3. 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 Deliveroo’s consent.

Pickup Service

Last updated: 14 January 2021

These terms

These terms apply to your access to and use of Pickup on www.deliveroo.co.uk and our mobile app (the Platform). Pickup is provided by Deliveroo or us (Roofoods Ltd, company number 08167130). Our registered address is The River Building, Level 1 Cannon Bridge House, 1 Cousin Lane, London EC4R 3TE.

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 hygiene rating checks) required by Deliveroo from time to time is a condition of this contract coming into effect.

This forms a contract between you and Deliveroo, which commences on the later of the date of your acceptance and the date on which you have completed Deliveroo’s onboarding checks from time to time to Deliveroo’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. Delivery or Marketplace+) from Deliveroo by agreeing and entering into a separate contract with us. Each additional contract entered into by you and Deliveroo shall form a separate agreement.

If you have questions about these terms or Pickup please contact us through Restaurant Hub, either by submitting a "Help" form or by using Live Chat. You may also find answers to your questions here.

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). You can learn more about Pickup here.

By signing up to Pickup, you authorise Deliveroo 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 Deliveroo, 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 menu 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 our Food Hygiene and Safety Policy.
Provide all information, materials and assistance reasonably required by Deliveroo to onboard you to the Platform or launch Pickup for you. You must ensure that the information you provide to Deliveroo 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 menu items to be offered in Pickup (including any relevant allergen advice and applicable VAT amounts). You agree that:

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

(b) To ensure a great customer experience, the prices for the menu items you provide for display on the Platform should be the same as the prices for menu items published in your dine-in or in-store menu. You agree that if a customer provides us with evidence that, without reference to promotional offers, the price in-restaurant/store is lower than the price of the menu 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 Deliveroo in accordance with our instructions.

Use of Pickup

Keep your menu 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 Menu Manager.
Ensure that all relevant menu items are available to be ordered by a customer during your opening hours, and accept and reject Pickup Orders as appropriate. You should not accept cash payment for Pickup Orders.
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 menu items:

(a) correspond with the descriptions on the Platform (including indications that particular menu items are gluten free, nut free, or are suitable for vegetarians and/or vegans);

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

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

(e) are at an appropriate temperature for consumption by the customer.

Take account of any information relating to customer allergies provided with the Pickup order.
Ensure that Pickup Orders are available for collection by customers in a timely manner.
Ensure that the order number on the Pickup Order packaging corresponds with the order number provided by Deliveroo before the Pickup Order is handed over to the relevant Rider.
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 Deliveroo 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 Deliveroo 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 Deliveroo and provide, in a timely manner, such assistance and information as Deliveroo may reasonably require.

Equipment and joining fees

You will need a tablet and a printer to start accepting Pickup orders. If you’re an existing customer, you can use your existing equipment.

For new customers, when signing up you will be given two options for equipment (you can find the latest pricing for each on our sign-up pages). Each option is subject to a one-off joining fee.

You can use your own device (which you are responsible for obtaining and maintaining).
You can lease a Deliveroo device. The risk in the device passes from us to you upon installation. We retain title to the device at all times. You must let us know of any faults with, or damage to, the device and give us access to your site during normal business hours to inspect, clean, repair, replace or remove the device. We may charge a reasonable fee for repairing or replacing a device. You must comply with our Equipment Policy.

We will make software available to you to use on the equipment so that you can use Pickup. This software constitutes Deliveroo IP (see below) and it remains our property at all times. You must promptly implement any patches, updates, upgrades and/or new versions of such software that we release from time to time.

Intellectual property

All rights, title and interest in and to Restaurant Hub, 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 Deliveroo’s intellectual property (Deliveroo IP). We grant you a limited, non-exclusive, non-transferrable, non-sublicensable, revocable licence to use the Deliveroo 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 Deliveroo 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 Deliveroo IP or otherwise do anything that disrupts any Deliveroo IP, Deliveroo or any person.

Deliveroo grants you a non-exclusive, royalty-free, non-sublicensable, non-transferable licence to use Deliveroo branding, which includes the “Deliveroo” 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 Deliveroo policy issued from time to time.

Except for these limited licences:

Deliveroo retains ownership of and all rights in and to Deliveroo 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. Deliveroo 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.

1. 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, Deliveroo 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.

2. 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.

3. 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 Deliveroo’s consent.

Last updated: 14 January 2021

These terms

These terms apply to your access to and use of Menu Manager, and supplement your existing agreement governing your use of the platform (the Agreement) with Deliveroo or us (Roofoods Ltd, company number 08167130). By clicking “Accept” you agree to use Menu Manager 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 Menu Manager 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 Deliveroo in relation to your access or use of Menu Manager.

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 menus and use of Menu Manager. By accepting these terms, you agree that notwithstanding the terms of your Agreement with us:

Deliveroo won’t launch your sites and menu items on the Deliveroo Platform - you’ll do this yourself.
When you’re happy with your menu, you can publish it to the Deliveroo Platform.

What is Menu Manager

Menu Manager enables you to create and/or edit your own menu pages for the Deliveroo Platform (www.deliveroo.co.uk and the UK mobile app).

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

Using Menu Manager

Deliveroo has launched Menu Manager for its UK restaurants and partners. You can use Menu Manager using your Restaurant Hub credentials. You can’t use Menu Manager if you use API integration on the platform.

By using Menu Manager, you acknowledge that you will be amending the information consumers see about your menu items. Your menu updates will go live to consumers on the Deliveroo Platform shortly after you “publish” your edits. Check your menu 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 Menu Items for publication on the Platform - we are not responsible for your use of Menu Manager or the content you upload by using it.

Your use of Menu Manager 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 Deliveroo in relation to your access or use of Menu Manager, we may suspend your access to Menu Manager without notice.

Ensuring high quality menus

We’ve put together this guidance, which you may find useful when putting together your menu. It highlights some tips and tricks that we’ve seen work well with our customers.

Your menu (including each menu 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 Deliveroo 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 Deliveroo Platform using Menu Manager 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 menus edited or created on Menu Manager. If a menu 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 Deliveroo Platform (depending on the nature of the concern). We reserve the right to edit menu items for display on the Deliveroo Platform.

Additional requirements for non-restaurants

If you are a non-restaurant there are a few cases where you need to notify your Deliveroo account manager before changes can be made. In particular, you need to notify your account manager of any of the below changes, and wait for their authorisation before updating in Menu Manager:

adding any new Menu Items which fall within a category of products you do not already make available on the Platform (for example: fruit and vegetables; personal care products; or alcohol).
making any amendment (apart from a price change or non-material Menu Item description change) in respect of an age-restricted Menu Item or any Menu Item in respect of which sales are otherwise regulated (including medicines).

If you don’t follow this process and fail to get authorisation for relevant Menu Manager updates, we may amend or remove the relevant Menu Items, and suspend you from the Deliveroo Platform.

Rights you grant us

By using Menu Manager you give us permission to use and publish the information and content you submit, including any intellectual property, on the Deliveroo 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 Menu Manager, you must get their permission before you upload it.

Legal terms

Menu Manager and all intellectual property rights in it are owned by Deliveroo or one of its affiliates. We reserve all rights not expressly granted under these terms.

We may collect data about your use of Menu Manager. By using Menu Manager, 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.

MENU MANAGER 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 MENU MANAGER OR THESE TERMS.

WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO MENU MANAGER 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 Menu Manager, please contact us through Restaurant Hub, either by submitting a "Help" form or by using Live Chat. You may also find answers to your questions here.

Payment Cycle - Contract Change

Last Updated: 11 August 2020

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. For further information about how this change will operate, please see the Help Centre article here.

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 Menu Items Amount and Restaurant Payments are calculated.

From 1 September 2020 onwards, and subject to transition periods notified to you:

The relevant clauses about the timing of the payment of the Fees are deemed replaced 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, Deliveroo shall:

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

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

(iii) authorise the transfer of the Restaurant Payment or 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, Deliveroo may make available, and you may elect to apply, alternative arrangements for the Period or the timing of the Restaurant Payment or 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 Deliveroo standard day on which Deliveroo calculates payments to restaurants and 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.

Rewards

Last updated - 31 March 2022

By signing up to be part of Deliveroo Rewards (“Rewards”), and clicking accept you confirm that you:

have authority to accept and to bind the partner they are accepting for;
you agree to the following terms and conditions (“Terms”)

These Terms comprise in order of precedence, unless expressly stated otherwise:

these Terms;
your services agreement with us (Services Agreement), which applies only to the extent relevant to your use of Rewards (including in particular confidentiality obligations, governing law and jurisdiction); and
any additional documentation referenced in these Terms or your Services Agreement.

In these Terms:

you and your means the person that has entered into the Services Agreement with us, and
we, us, and our means the Deliveroo 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 Rewards from time to time, so please ensure you review all information provided regularly. We will endeavour to ensure such changes do not materially adversely affect Rewards live at that time, but reserve the right to make changes on reasonable advance notice, if required by law or to avoid harm to Deliveroo’s business, reputation, Customers or partners.

The service we provide: We will endeavour to make Rewards available to you in all material respects in accordance with these Terms and place a Rewards badge on your menu on the Deliveroo app.

Deliveroo Rewards mechanic:

Customers who place a minimum of three Qualifying Orders with you within a 30 day period will receive a Deliveroo credit (“Reward Credit”), to use against their next order with you The credit is funded by you, and by launching Rewards you agree that Deliveroo may deduct any redeemed Reward Credits from payments due to you.
Customers will have a virtual rewards card, which records how many Qualifying Orders they have made (“Rewards Card”). “Qualifying Order” means a paid-for and delivered Deliveroo order of a minimum value of £15.00 (excluding tips, delivery and service fees and other service-related fees). Customers must redeem their reward within 30 days of the Reward Credit being granted.
The Reward Credit for Plus Customers is currently £8.00. The Reward Credit will be redeemable with the customer’s next order from you above £15.
The Reward Credit for non-Plus Customers is currently £6.00. The Reward Credit will be redeemable with the customer’s next order from you above £15.

Rewards Platform access: Rewards is accessed through Restaurant Hub Access to Rewards from Restaurant Hub is currently limited to users listed as “Admin” or “Manager” within Restaurant Hub. It is your responsibility to ensure that only appropriate users hold “Admin” or “Manager” status and that you and all users keep login credentials safe.

Rewards period: Subject to availability, Rewards will be live from the date and time you click accept on Restaurant Hub, unless terminated or suspended earlier in line with these Terms. Start dates and times refer to the timezone in which the site is located.

Deliveroo’s rights to modify Rewards: Deliveroo reserves the right to modify features of the Rewards programme at any time by giving you written notice.

Opt-out: You may opt-out from the Rewards programme at any time via Restaurant Hub. Your Rewards participation will end 30 days after you opt-out and during the notice period Customers may continue to complete their Rewards Cards. Upon termination:

You must honour all existing Rewards Credit held by Customers at the opting out.
Deliveroo will not issue any new Rewards Cards or Rewards to Customers.
We will remove the “Rewards” badge from your Deliveroo menu page

Termination or suspension: Deliveroo reserves the right to terminate Rewards at any time with 30 days notice, and shall notify you in writing if it does so. In addition, if we believe that your use of Rewards is or may be in breach of law or these Terms we reserve the right to: (i) suspend or terminate your access to Rewards; (ii) suspend you from the Platform; (iii) terminate the Services Agreement; and/or (iv) take such other action as Deliveroo deems reasonable in the circumstances.

Use of Rewards: You must act in good faith, follow good industry practice and comply with Deliveroo’s policies from time to time in respect of Rewards. You must not do or omit to do anything when using Rewards that is likely to lead to harm to Deliveroo’s business, reputation, partners or Customers. Your use of any Rewards must be compliant with all applicable laws in force from time to time in the locations in which Rewards is used. Any abusive or misleading use of Rewards, for example increasing your prices prior to activating Rewards, may result in your suspension from Rewards and/or the Deliveroo Platform.

Charges and invoicing: You are responsible for the cost of any Rewards Credit granted to Customers. Rewards Credit will be deducted from the amounts payable to you under your Services Agreement and will show as an adjustment on your invoice. You will receive a report for each month in the first week of the next month on the performance of the Rewards feature.

Availability and performance: Deliveroo makes no warranty or representation about the availability or effectiveness of Rewards. Rewards are provided “as is” and “as available” and all express and implied conditions, warranties and other terms about the availability or performance of Rewards are excluded as far as permitted by law.

Liability for Rewards: You are responsible for all Rewards Credits granted to Customers. To the fullest extent permitted by law, our liability for Rewards is excluded.

Our rights: Any and all intellectual property in or in respect of Rewards are, and will continue to be, owned by Deliveroo. Except as granted in these Terms, we do not grant you any rights in or to such intellectual property.

Marketer

Last updated: 6 October 2023

General Marketer Terms

By using the Marketer platform and/or agreeing to launch any of the offers, adverts or other features that Deliveroo 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:

you and your means the person that has entered into the Services Agreement with us, and
we, us, and our means the Deliveroo 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 Deliveroo’s business, reputation, Customers or partners.

The service we provide: We will endeavour to make the Marketer Tools available to you in all material respects in accordance with these Terms.

Marketer Platform access:

Your access to adverts and offers through the Marketer platform is subject to the following terms:

A. With effect from 6 November 2023, for Partners who are subject to the Value Programme Policy in the United Kingdom or the Republic of Ireland:

Access to Marketer Platform/Tools: Where a Site is notified that it (a) has an ‘Improve’ Value Score (as defined in the Value Programme Policy) for three consecutive calendar months OR (b) has an ‘Action’ Value Score (as defined in the Value Programme Policy) for two consecutive calendar months, your access to the Marketer platform in respect of that Site may be suspended (a Value Programme Suspended Site) from the last Value Score notification until you are notified that your Value Score has changed to Okay, Good or Great (each as defined in the Value Programme Policy) (the Value Programme Suspension Period).
What suspension means: The effect of suspension is as follows

You will be unable to create new adverts or offers in respect of Value Programme Suspended Site(s) during the Value Programme Suspension Period;
Existing adverts and offers will be paused during the Value Programme Suspension Period if all sites for those adverts or offers become ineligible, subject to any adverts and offers that have already been advertised to consumers or where the suspension or removal of those offers would not be reasonably practicable (‘Excluded Offers’). Excluded Offers may continue to be advertised during the advertised offer term;
If you operate multiple sites and access to adverts and offers through the Marketer platform is suspended in accordance with the above for one or more (but not all) of those sites, only existing adverts and offer campaigns for Value Programme Suspended Sites will be paused during their relevant Value Programme Suspension Periods. In this context, the committed budget over all sites for existing advert or offer campaigns during a Suspension Period will be fully allocated to those sites that have not entered a Value Programme Suspension Period.
If the end date of an existing advert or offer campaign falls during a Value Programme Suspension Period, that campaign will be paused in accordance with these Terms and will then be automatically cancelled on the end date;
The committed budget on existing advert campaigns of a Value Programme Suspended Site will not be used until the site’s Value Programme Suspension Period ends, at which point deductions will start again;
Discounts applicable to existing offer campaigns of a Value Programme Suspended Site will not be applied until the site’s Value Programme Suspension Period ends, at which point discounts will start again.

End of Suspension Period: The effect of your Value Programme Suspension Period being lifted in respect of a Value Programme Suspended Site is as follows:

Your suspension will be automatically lifted once your Value Programme Suspension Period ends;
On the first day after a Site’s Value Programme Suspension Period, existing adverts and offer campaigns for the relevant Site(s) will resume in accordance with these Terms unless these campaigns expired or were terminated during the Value Programme Suspension Period; and
You will be able to create new adverts and offer campaigns in respect of that Site for as long as they remain eligible in accordance with these Terms.

For all other Partners:

Access to Marketer Platform/Tools: Subject to the rest of the Terms, three days before the first day of each calendar month (Review Date)*, an automatic review of each of your site(s)’ performance (other than those sites that are exempt in accordance with paragraph 3, below) against the list of ”Eligibility Criteria” set out below will be generated for the 28 days immediately preceding (but not including) the Review Date (Review Period).

*For example, if Wednesday is the 1st of June 2022, we would run the assessment on the Sunday before (being the 29th of May 2022).

Eligibility Criteria List:

Eligibility Criterion we assess (based on metrics for the previous 28 days)**:

Average rejection rate

Orders Prepared Late (Wait time past target >5min (Core ONLY))

Marketplace+ customer experience (Marketplace+ ONLY)

Restaurant rating

FSA rating (UK only)

“Grey Column” (Adverts/Offers gating criteria) (TEMPORARY SUSPENSION APPLIES)

Average rejection rate is: >=8%

Orders Prepared Late (Wait time past target >5min (Core ONLY)) is: >=22%

Marketplace+ customer experience (Marketplace+ ONLY) is: >=2.5%

Restaurant rating is: <3.8

FSA rating (UK only) is: 3, PASS (Scotland), Awaiting Inspection, Exempt

“Red Column” (ACCESS GRANTED)

Average rejection rate is: >= 1%

Orders Prepared Late (Wait time past target >5min (Core ONLY)) is: > =10%

Marketplace+ customer experience (Marketplace+ ONLY) is: >=1.0%, <2.5%

Restaurant rating is: < 4.0

FSA rating (UK only) is: < 3

“Amber Column” (ACCESS GRANTED)

Average rejection rate is: >=0.5, < 1%

Orders Prepared Late (Wait time past target >5min (Core ONLY)) is: >=3%, < 10%

Marketplace+ customer experience (Marketplace+ ONLY) is: >=0.1%, <1.0%

Restaurant rating is: >=4.0, < 4.5

FSA rating (UK only) is: >=3, <4

“Green Column” (ACCESS GRANTED)

Average rejection rate is: < 0.5%

Orders Prepared Late (Wait time past target >5min (Core ONLY)) is: < 3%

Marketplace+ customer experience (Marketplace+ ONLY) is: <0.1%

Restaurant rating is: >= 4.5

FSA rating (UK only) is: >= 4

**You can also monitor your site(s)’ performance against these Eligibility Criteria through the Restaurant Hub, except for the Marketplace+ criterion which is not yet available.

Performance Rating: Performance rating will be assessed on a site-by-site basis. Subject to paragraph 3 below, if your rating at a site against one or more applicable Eligibility Criterion during the relevant Review Period falls into the grey column (see above), your access to the Marketer platform in respect of that site will be suspended (Suspended Site) with effect from the first day of the following calendar month until you qualify again for access in accordance with paragraph 4 below (Suspension Period).

For example, if your Review Date is on 29th May and your restaurant rating (Eligibility Criterion n.4) scores less than 3.8 for the relevant Review Period, such Eligibility Criterion will be in the grey column and your access to the adverts and offers Marketer Tools will be suspended. Such Suspension Period will commence on (and include) the 1st of June and will continue until all your Eligibility Criteria (as applicable) scores are out of the grey “temporary suspension” zone.

Exemptions: A site’s performance will not lead to its suspension, notwithstanding its ratings, if that site:

a. signed-up to the Deliveroo Platform for the first time during the Review Period under consideration; or
b. received fewer than twenty (20) Orders on the Deliveroo Platform during the Review Period under consideration.

In which case you will continue to have access to the Marketer platform without interruption in respect of those Sites.

Getting access back: If your access has been suspended in accordance with the above, we will continue to assess your performance on a monthly basis at site level against the applicable Eligibility Criteria. If your rating at a Suspended Site against all applicable Eligibility Criteria moves back into the green, amber or red columns during a subsequent Review Period, your suspension will be lifted and you will regain access to the Marketer platform in respect of that site effective from the first day of the calendar month immediately following the relevant Review Date at which we identified your improved performance rating.

For example, if your Suspension Period for a Suspended Site started on 1st of June but on the subsequent Review Date, i.e. 28 June all of the Suspended Site’s Eligibility Criteria metrics are out of the grey column, the Suspension Period will come to an end at 23:59 on 30 June and you will have access again to Adverts and Offers through the Marketer platform from and including 12:00am on 1st of July.

What suspension means: The effect of suspension is as follows:
a. We shall notify you in the Hub of your suspension, listing all Suspended Sites, the day after the relevant Review Date (which is two days before your access Adverts and Offers through the Marketer platform will be suspended);
b. You will be able to review the Suspended Site(s)’ operational performance for any Review Period (including during the Suspension Period) in the Restaurant Hub;
c. You will be unable to create new adverts or offers in respect of Suspended Site(s) during the Suspension Period;
d. Existing adverts and offers will be paused during the Suspension Period if all sites for those adverts or offers become ineligible, subject to any adverts and offers that have already been advertised to consumers or where the suspension or removal of those offers would not be reasonably practicable (‘Excluded Offers’). Excluded Offers may continue to be advertised during the advertised offer term;
e. If you operate multiple sites and access to adverts and offers through the Marketer platform is suspended in accordance with the above for one or more (but not all) of those sites, only existing adverts and offer campaigns for Suspended Sites will be paused during their relevant Suspension Periods. In this context, the committed budget over all sites for existing advert or offer campaigns during a Suspension Period will be fully allocated to those sites that have not entered a Suspension Period.
f. You can cancel a paused advert or offer campaign at anytime during a Suspension Period (as set out in these Terms);
g. If the end date of an existing advert or offer campaign falls during a Suspension Period, that campaign will be paused in accordance with these Terms and will then be automatically cancelled on the end date;
h. The committed budget on existing advert campaigns of a Suspended Site will not be used until the site’s Suspension Period ends, at which point deductions will start again;
i. Discounts applicable to existing offer campaigns of a Suspended Site will not be applied until the site’s Suspension Period ends, at which point discounts will start again.
End of Suspension Period: The effect of your suspension being lifted in respect of a Suspended Site is as follows:
a. We shall notify you in the Hub once you have regained access in respect of a Suspended Site;
b. On the first day of the calendar month following the relevant Review Date, existing adverts and offer campaigns will resume in accordance with these Terms unless these campaigns expired or were terminated during the Suspension Period;
c. You will be able to create new adverts and offer campaigns in respect of that site for as long as they remain eligible in accordance with these Terms.
Please follow this link for more guidance on the eligibility process: https://help.deliveroo.com/en/articles/6302687-how-to-get-access-to-marketer-adverts-offers
You can contact us if you have any questions or complaints in relation to a suspension or lifting of suspension. Please see this website for our contact details: https://help.deliveroo.com/en/collections/1873159-contact-us
We reserve the right to amend the Eligibility Criteria, the thresholds, and/or the terms of your access to the Marketer platform from time to time on reasonable advance notice or if required by law or to avoid harm to Deliveroo’s business, reputation, Customers or partners.

Marketer Tool selection: It is your responsibility to select the correct options when setting up Marketer Tools. Not all Marketer Tools are available to all partners or in all countries. The Marketer platform will display the Marketer Tools that are available to you, and the applicable fees. Marketer Tools that may be available include:

Offers: offering discounts to customers ordering from your Sites via the Platform; and
Adverts: placement of your Site within our ‘Featured Carousel’ on the Platform.

Marketer Platform access: If you are eligible for access in accordance with these Terms, the Marketer Platform is accessed through Restaurant Hub. Deliveroo has taken steps to limit access to the Marketer platform from Restaurant Hub to users listed as a ‘Manager’ or “Admin” within Restaurant Hub. It is your responsibility to ensure that only appropriate users hold ‘Manager’ or “Admin” status and that you and all users keep login credentials safe.

Marketer Tool period: Subject to availability, the Marketer Tool you have selected will be live from the start date and time to the earlier of: (i) the end date and time you select; and (ii) the date on which you notify us of your wish to cancel your advert; and (iii) when your total budget is used up, in each case depending on the options selected by you in the Marketing Tool in relation to the renewal of your budget, and furthermore in each case unless terminated or suspended earlier in line with these Terms. Start and end dates and times refer to the timezone in which the Site is located.

Which Customers will your Marketer Tools be made available to: When creating a Marketer Tool, you may be able to select Customer eligibility criteria from a range of options. Deliveroo will try to ensure your Marketer Tool is only available to your selected audience, however we can’t guarantee that Customers that don’t meet the criteria will not be included and will not be responsible to you for any cost or loss you incur if ineligible Customers participate.

Changes or cancellations: You may cancel a Marketer Tool at any time without penalty. To change the terms of a live Marketer Tool, you must cancel it and set up a new Marketer Tool with revised terms.

Use of Marketer Tools: You must act in good faith, follow good industry practice and comply with Deliveroo’s policies from time to time when using the Marketer Tools. You must not do or omit to do anything when using the Marketer Tools that is likely to lead to harm to Deliveroo’s business, reputation, partners or Customers. Your use of any Marketer Tools must be compliant with all applicable laws in force from time to time in the locations in which your Marketer Tool is used. Any abusive or misleading use of the Marketer Tools, for example increasing your prices prior to an Offer, may result in your suspension from the Marketer platform and/or the Deliveroo Platform.

Charges and invoicing: You are responsible for: (i) the cost of any offers or promotions you offer to Customers using a Marketer Tool; and (ii) applicable fees for the Marketer Tool (Marketer Charges). Unless stated otherwise on the Marketer platform, fees for Marketer Tools are stated exclusive of VAT/GST or other applicable sales tax (if any). Marketer Charges will be deducted from the amounts payable to you under your Services Agreement and will show as an adjustment on your invoice.

Availability and performance: Deliveroo makes no warranty or representation about the availability or effectiveness of any Marketer Tool. Marketer Tools are provided “as is” and “as available” and all express and implied conditions, warranties and other terms about the availability or performance of a Marketer Tool are excluded as far as permitted by law.

Liability for Marketer Tools: You are responsible for all Marketer Tools created using your access rights to the Marketer platform. To the fullest extent permitted by law, our liability for Marketer Tools is limited to an amount equal to the fees paid for the specific use of the Marketer Tool to which the cause of action relates.

Our rights: Any and all intellectual property in the Marketer platform and any Marketer Tool are, and will continue to be, owned by Deliveroo. Except as granted in these Terms, we do not grant you any rights in or to such intellectual property.

Termination and/or suspension of access: If we believe that your use of a Marketer Tool is or may be in breach of applicable law or these Terms we reserve the right to: (i) suspend or terminate the Marketer Tool; (ii) restrict, suspend or terminate your access to the Marketer platform and Marketer Tools; (iii) suspend you from the Platform; (iv) terminate the Services Agreement; and/or (v) take such other action as Deliveroo deems reasonable in the circumstances.

Marketer Tool - Special Terms

If you are launching an Offer:

The Offer: You can select the value and nature of your Offer from a range of options, which may vary from time to time.

Where an Offer reduces the total basket value (e.g. a percentage or fixed sum discount), those discounts will be applied to the subtotal of the items in the Customer’s basket (excluding delivery, service and small order fees and any tips) before any tax is applied.
Where an Offer removes or reduces fees that would otherwise be payable by the Customer, this will be applied prior to the Customer completing their Order. Please note that Customer fees vary between Orders depending on a number of different factors.

How the Offer will be funded: Unless we agree otherwise, you will cover the cost of all Offers redeemed by customers. If an Offer reduces the total basket value, your service fee will be calculated on the discounted price paid by the Customer. If we agree to fund an Offer, your service fee will be calculated on the undiscounted price.

Customer Refunds: If a Customer is eligible for a refund in respect of an Order made under an Offer, the Customer will be refunded the discounted amount they paid for the Order. Responsibility for refunds will be determined in accordance with the terms of our Services Agreement.

Reference price restrictions: You may not create an Offer discounting total Order basket value if in the 30 days before the Offer goes live, you increase the prices of Menu Items that are included in the Offer by more than 5%. For 30 days after the Offer finishes, you may not increase the price of a Menu Item that was included in that Offer by more than 5%. These restrictions apply without prejudice to any more stringent requirements under applicable law.

Other information: Further information governing how an Offer is managed are set out in the FAQs and associated help centre articles.

If you are launching an Advert:

How the Advert will be funded: You’ll pay for the number of clicks your Advert receives, with each click costing

if you have selected the manual bidding option in the Restaurant Hub, the cost-per-menu-view you select when you created your Advert; or
if you have selected for your bids to be set automatically in the Restaurant Hub, the cost-per-menu-view set for you in accordance with the auto-bidding terms set out below. the cost-per-menu-view you select when you created your Advert.
For both manual and automatic bidding, the cost-per-menu-view is subject to the Minimum Bid as set out below.

If you select to have your campaign run continually, during the first week of the campaign, the budget you decide to allocate will be pro-rated, depending on when during the calendar week you created the campaign. E.g. If you allocate a continuous budget of £700 and create your campaign on Thursday, your pro-rated budget for the first week of your campaign will be £400 (regardless of the hour you created your campaign), as there are 4 out of 7 days of the week remaining. For future weeks, your budget will be £700.

Your Advert will end at the earlier of:

(i) when your total budget is used up; and

(ii) either:

(A) at 23:59 on your end date (if you opt for one-off budgets); or

(B) the date on which you notify us that you wish to cancel your Advert; or

(C) the date on which your access to the Marketer Tool is terminated or suspended in accordance with these Terms,(as applicable).

In addition to the above, if you select to have your campaign run continually, then your Advert will start again on the following Monday, unless the Advert is cancelled by you or your access to the Marketer Tool is terminated or suspended in accordance with these Terms.

Automatic bidding: By selecting this option, you authorise us to set your cost-per-menu-view on your behalf. This Functionality is optional and you can switch it on and off at any time you please. Your budget will never be exceeded.

If you decide to switch back to setting your bid manually, you will need to cancel your then existing advert campaign and will need to re-create a new campaign but with manual bidding.

Adverts - Minimum Bid: The cost-per-menu-view you pay for each Advert cannot be lower than the minimum price per view displayed in the Marketer Tool before placing your bid (the Minimum Bid Level). Deliveroo may change the Minimum Bid Level from time-to-time on no less than 15 days’ notice to you.

Other information: Further information governing how an Advert is managed are set out in the FAQs and associated help centre articles.

M+ Deliveroo rider network Terms and Conditions (UK)

These terms and conditions are made between Roofoods Ltd, company number 08167130 (“Deliveroo” “we”, “us”) and the organisation on whose behalf you are turning on our Deliveroo rider network service for (“you”, “your”). These terms (“Rider Terms”) apply in respect of your access to and use of the Deliveroo rider network service that is more fully described below. These Rider Terms supplement and amend your existing agreement with us (“Agreement”) that is comprised of our Partner Terms and Conditions (the “Terms”) and the Marketplace+ Service Pack (“Service Pack”).

By ticking/clicking through that you have read and agreed to these Terms, you (a) confirm that you are authorised to enter into legal obligations on behalf of, and bind, the organisation on whose behalf you are turning on our Deliveroo rider network service for; and (b) agree that these Rider Terms shall apply to every Order (as defined in the Terms) placed at each Site in relation to which you have activated the Deliveroo rider network service (“Relevant Site”) until the earlier of: (i) such time as you (or we) de-activate the Deliveroo rider network service for that Relevant Site; and (ii) the Agreement terminates or expires for any reason.

We may make changes to these Rider Terms, and we will try and notify you of material changes before they happen. If you access or use the Deliveroo rider network service after being notified of a change, you will be deemed to have accepted the change.

Terms capitalised but not defined in these Rider Terms have the meaning given in the Agreement. These Rider Terms prevail if they are different to anything contained within the Agreement, but only in respect of the Deliveroo rider network service and for so long as the Deliveroo rider network service is active.

Deliveroo rider network Service Description

Deliveroo has launched Deliveroo rider network service for selected Marketplace+ partners. Deliveroo rider network allows Marketplace+ partners to request delivery of Orders via Riders when their rider fleet is unavailable or otherwise.

The Deliveroo rider network service will:

mean that all Orders placed via the Platform for Relevant Sites with a delivery address within the permitted delivery radius will automatically become Delivery Orders and we will procure that Riders carry out Delivery Services in respect of all such Delivery Orders;
allow you to check our fulfilment availability, and give you an estimated delivery time for a given Delivery Order;
create and provide status updates for all Delivery Orders;
generate and communicate the target delivery time and real-time updates; and
enable us to share real-time status updates for each Delivery Order to enable both of us to effectively manage the processing and delivery of each Delivery Order.

The Deliveroo rider network service shall be deemed part of the Services when activated for a particular Site via your Deliveroo Hub during the times when it is made available by us. The Deliveroo rider network Service may be de-activated by you (or us) at any time and for any reason, provided, however that these Rider Terms shall apply to any Orders placed while the Deliveroo rider network service is active.

Our Obligations

By providing the Deliveroo rider network service, we hereby agree to:

act reasonably and in good faith at all times in our use of the Deliveroo rider network service;
procure the Delivery Services for the Customer in relation to each Delivery Order;
procure that Riders perform Delivery Services with reasonable care and skill; and
use reasonable endeavours to ensure that Delivery Orders are delivered within 10 minutes of the arrival time that was displayed to the Customer for at least 70% of all deliveries of all Delivery Orders (calculated over a period of one calendar month).

Your Obligations

By accepting these Rider Terms you hereby agree to:

provide to us all information, materials, cooperation and assistance as reasonably required to enable us to procure Delivery Services for you;
ensure that each Order number on the Order packaging corresponds with the Order number provided by Deliveroo to you before that Order is handed over to the relevant Rider;
ensure that the relevant Menu Items are available for collection by Riders at the Relevant Sites at the time stipulated on the Software (the “Pick Up Time”) for 80% of Delivery Orders (calculated over a period of one calendar month); and
ensure that the time for which a Rider may have to wait at the Relevant Sites (“Rider Held Time”) to pick up a Delivery Order shall be no longer than 5 minutes. The Rider Held Time shall be measured from the Pick Up Time (or if later, the time at which the Rider actually arrives at the Relevant Site and notifies your staff of their arrival) to the time at which the Order is provided to the Rider by you for delivery to the Customer.

You further acknowledge and agree that:

you will give equal priority to all orders (whether using your riders or Riders) and will not do anything (or fail to do anything) that will prioritise orders using your riders; and
for each Delivery Order, the aggregate value of the Menu Items must reach Deliveroo’s Minimum Order Value and where it does not, we may charge the Customer an additional fee.

Fees

When the Deliveroo rider network service is active, the Marketplace+ Services Fee shall be adjusted to 35% (plus VAT) of GMV (inclusive of VAT) ordered by the Customer per calendar week as Delivery Orders (as amended from time to time by written agreement between you and us).

Force Majeure

If either party is unable to carry out any of its obligations under these Rider Terms due to a Force Majeure Event (defined below), the party affected by the Force Majeure Event shall not be liable for such delay or failure in carrying out its obligations and these Rider Terms shall remain in effect but the obligations in question (and the other party’s corresponding obligations, if any, under these Rider Terms) shall be suspended for so long as the Force Majeure Event continues provided that:

the suspension of performance is of no greater scope than is necessitated by the Force Majeure Event;
the party suffering the Force Majeure Event immediately gives the other party written notice of the occurrence and its expected duration, and continue to furnish regular reports while the Force Majeure Event continues and notifies the other party immediately when it ceases; and
that party uses all reasonable efforts to remedy its inability to perform and to mitigate the effects of the Force Majeure Event.

Without affecting any other right or remedy available to it, if a Force Majeure Event continues for more than 1 month, the other party may terminate these Rider Terms on serving 30 days’ written notice to the party suffering the Force Majeure Event.

For the purposes of these Rider Terms, “Force Majeure Event” means any cause beyond the reasonable control of that party including but not limited to internet and online system failure, power failure, fire, flood, storms, earthquakes, acts of terrorism, acts of war, acts of God, acts of government authority, strikes or other labour disturbances.

Restaurant Awards

DELIVEROO RESTAURANT AWARDS 2024 - BEST IN CATEGORY - TERMS AND CONDITIONS
READ THESE TERMS & CONDITIONS CAREFULLY BEFORE PARTICIPATING. YOU WILL BE DEEMED TO
HAVE ACCEPTED THESE TERMS & CONDITIONS AND AGREED TO BE BOUND BY THEM BY ACCEPTING
A NOMINATION AND PARTICIPATING IN THE AWARDS.

General Terms
These General Terms apply to all awards under the Deliveroo Restaurant Awards 2024, in addition to
any specific award terms as set out below.
● All Eligible Restaurants agree that they will take part in reasonable publicity connected with
the Deliveroo Restaurant Awards 2024 if requested and that Deliveroo is entitled (but not
obliged) to use the winner’s name and image in connection with such publicity. This may
include, but is not limited to, inclusion within media materials such as press releases,
imagery or video content.
● Any attempt to deliberately damage or undermine the content or legitimate operation of the
Deliveroo Restaurant Awards is prohibited and may be a violation of criminal and/or civil
laws and in these circumstances Deliveroo reserves all its rights and remedies.
● Without limiting the options available to Deliveroo, Deliveroo reserves the right at any time
to disqualify restaurants and/or votes (including the winner) that Deliveroo regards as being
in breach of these rules, any applicable laws, any terms and conditions referred to in these
rules or the spirit of the Deliveroo Restaurant Awards.
● Deliveroo reserves the right to vary, suspend or cancel the Deliveroo Restaurant Awards 2024
and/or these rules if it considers it necessary or appropriate to do so, including if there is any
actual or anticipated breach of applicable law or if variation, suspension or cancellation is
necessary due to an event outside Deliveroo’s reasonable control. In the event of
cancellation, the Awards may be awarded to Eligible Restaurants achieving the most votes in
a category prior to the completion of the Customer voting period, or not awarded.
● Deliveroo will not be liable for: (i) any loss that is not caused by Deliveroo (or any person
acting on Deliveroo’s behalf); (ii) any loss caused by any event or circumstance beyond
Deliveroo’s reasonable control; (iii) any loss of profits or revenue, loss of anticipated savings
or loss of goodwill; or (iv) any unavailability of the Deliveroo website or app. However,
nothing in these rules limits or excludes any person’s liability for death or personal injury
caused by negligence, for fraud or for any matter for which it would be illegal to limit or
exclude liability.
● If any part of these rules is or becomes invalid, illegal or unenforceable, the validity, legality
and enforceability of the rest of these rules will not be affected. Deliveroo’s failure to enforce
any term of these rules will not constitute a waiver of that provision.
● In the event of a dispute about the Deliveroo Restaurant Awards or these rules, Deliveroo’s
decisions are final.
● The Deliveroo Restaurant Awards and these rules are governed by English law, and any
disputes arising in connection with them shall be subject to the exclusive jurisdiction of the
courts of England, except that residents of Scotland may also bring proceedings in the
Scottish courts.
● The Deliveroo 2024 Restaurant Awards will open for nominations and voting at 00:00 8th
January and close on 23:59 21st January. Any votes and / or nominations made outside of
this timeframe shall not be counted
● All votes and nominations must be cast via the dedicated microsite

General Eligibility Criteria
The General Eligibility Criteria applies to all awards under the Deliveroo Restaurant Awards 2024, in
addition to any specific award criteria as set out below.
● Restaurants must be available on the Deliveroo platform at the time of voting and at the
time that the awards are announced;
● Restaurant must not be in any dispute with, or subject to investigation by, Deliveroo or any
regulatory authority, or otherwise, in Deliveroo’s reasonable opinion, be likely to bring
Deliveroo or the Deliveroo Restaurant Awards into disrepute.
● Restaurants must have a FSA rating of 3 and above at time of voting;
● Restaurants can only submit 1 nomination per award category
● Restaurants must have a Value Programme score of OK, Good or Great at time of nomination
● Restaurants otherwise agree to and comply with, the terms of herein.
● Each restaurant meeting the Eligibility Criteria will be an “Eligible Restaurant”. Deliveroo,
acting in its sole discretion, will determine whether Eligibility Criteria have been met.

SECTION 1: Best in Category Cuisine Awards
Number of Winners: There will be one (1) winner for each Category Cuisine Award. There are a total
of ten (10) Category Cuisine Awards.

Eligibility Criteria
To participate in this Award, restaurants must meet the General Eligibility Criteria in addition to the
following:
● Restaurants must be a top customer choice within the region they have been nominated. To
qualify for the shortlist of eligible restaurants for this award, the restaurant must be in the
top 5 for order volume within that cuisine category in that region.
● Restaurants must have no more than 10 branches located in the UK and Ireland, excluding
virtual brands and editions.
● Restaurants must meet the following criteria (the “Category Criteria”) in respect of the
following categories (each a “Category”) for which they are nominated:
○ Best Breakfast & Coffee - must be a restaurant with a breakfast and/or coffee menu
on Deliveroo
○ Best Burger & American - must be a restaurant with at least one burger on their
menu and offering predominantly American cuisine;
○ Best Chinese - must be a restaurant offering predominantly Chinese cuisine;
○ Best Chicken - must be a restaurant with at least one chicken item on their menu;
○ Best Poke - must be a restaurant with at least one poke item on their menu;
○ Best Dessert Only - must be a restaurant with a primary focus on dessert
○ Best Fish & Chips Only - must be a restaurant with a primary focus on fish & chips
○ Best Indian & Nepalese - must be a restaurant offering predominantly Indian or
Nepalese cuisine;

○ Best Turkish & Kebab Restaurant - must be a restaurant with a primary focus on
kebabs or must be a restaurant offering predominantly Turkish cuisine;
○ Best Mexican Restaurant - must be a restaurant offering predominantly Mexican
cuisine
○ Best Lebanese Restaurant - must be a restaurant offering predominantly Lebanese
cuisine
○ Best Thai Restaurant - must be a restaurant offering predominantly Thai cuisine
○ Best Greek Restaurant - must be a restaurant offering predominantly Greek cuisine
○ Best Japanese (excl. sushi) Restaurant - must be a restaurant offering
predominantly Japanese cuisine without the primary focus on sushi
○ Best Pizza - must be a restaurant with at least one pizza on their menu;
○ Best Salads- must be a restaurant with a primary focus on salad dishes on its menu
○ Best Sushi Restaurant - must be a restaurant with a primary focus on sushi;

Customer voting
● Members of the public will vote between 00:00 UTC 8 January 2024 and 23:59 21 January
2024 (the “Customer Voting Period”) for their favourite Eligible Restaurants in each category
to determine the winner in respect of such Category from the fifteen eligible shortlisted
restaurants.
● Voting will take place via the Deliveroo Restaurant Awards dedicated microsite
● Only one vote per member of the public per Category in the Customer Voting Period will be
counted.
● The Shortlisted Eligible Restaurant achieving the most votes in the Customer Voting Period in
each Category will be the winner of the Best Restaurant Award for such Category. In the
event of a tie between multiple Eligible Restaurants, Deliveroo may elect to either award the
Best Restaurant Award for such category to multiple Eligible Restaurants, extend the
Customer Voting Period, or final decision will be at the discretion of Deliveroo.
● The winner of the Best Restaurant Award for each Category will be notified by phone and
email on 12th February 2024 prior to the winners of the Deliveroo Restaurant of the Year
Awards 2024 being formally announced to the public on social media which shall take place
no later than 29th February 2024.

SECTION 2: Independent Restaurant of the Year Award

Number of Winners: There will be one (1) winner for the Independent Restaurant of the Year Award.
Eligibility Criteria
To participate in this Award, restaurants must meet the General Eligibility Criteria in addition to the
following:
● Restaurants must also have no more than 10 branches located in the UK and Ireland, excluding
virtual brands and editions.

Customer voting for regional winner

● Members of the public will vote between 00:00 UK time 8 January 2024 and 23:59 UK time
21 January 2024 (the “Public Vote”) for their favourite Eligible Restaurants as the Restaurant
of the Year to determine x1 winner per region (x5 regional winners in total).
● 1 regional winner will be determined for each region, being: Greater London, South,
Midlands and North, Scotland and Ireland.
● Only one vote per member of the public in the Public Vote will be counted. Where there is
more than one vote from the same member of the public, only the first vote will be counted.
● The 5 Eligible Restaurants (x1 per region) achieving the most votes in the Public Vote will be
shortlisted for the final UKI Independant Restaurant of the Year (“Shortlisted”). In the event
of a tie between multiple Eligible Restaurants, Deliveroo may elect to either A) extend the
Public Vote, or b) seek determination from an independent adjudicator.
● The x5 regional winners will then be judged by an independent judge who will decide the
national Independent Restaurant of the Year Award winner.
Judging for national Independent Restaurant of the Year winner
● Judging for the Independent Restaurant of the Year Award will take place between 22nd
January and 2nd February. Exact dates are TBC but the x5 regional winners will need to be
available for x1 day within this time frame for the final judging to take place. Deliveroo will
be in touch with full details of what is required but restaurants should be prepared to meet
and greet the Judge and prepare a dish of choice for tasting.
● During this judging process, the independent Judge will determine the Restaurant of the Year
on the basis of scoring the restaurant against the following criteria:
○ Brand personality
○ Quality of food
○ Packaging and presentation
○ Customer reviews
○ Environmental consciousness
● The Judge will be Jimi Famurewa (independent food critic)
● The Eligible Restaurant selected by the Judging Panel as best meeting the criteria above in
aggregate will be the Deliveroo Restaurant Awards 2024 Independant Restaurant of the Year.
The Judge’s decision is final.
● The winner of the Independent Restaurant of the Year will be notified by phone and email
12th February 2024 prior to the winners of the Deliveroo Restaurant of the Year Awards 2024
being formally announced to the public on social media which shall take place no later than
29th February 2024.

SECTION 3: Beating Heart of the Community Award

Number of Winners: There will be one (1) winner for the Beating Heart of the Community Award.
Eligibility Criteria
● To participate in this Award, restaurants must meet the General Eligibility Criteria in addition
to the following:
○ Eligible Restaurants must submit a detailed written nomination, max word count
500, via the microsite for this award detailing what the restaurant does to positively
impact the local community.

Judging
● Judging for the Beating Heart of the Community Award will take place on 2nd January 2024
● The x5 shortlisted restaurants for this category will be invited to pitch to a panel of judges at
a central London location in order for the winner to be determined. The winner will be
determined on the basis of the merit and presentation of how the Restaurant shows they
deliver impact for Beating Heart of the Community.
● Deliveroo agrees to compensate the shortlisted restaurants for reasonable travel expenses
associated with travelling to the judging in London, based on a maximum of x2 restaurant
representatives attending. Travel will be organised by Deliveroo and will cover reasonable air
and/or rail travel in economy class, plus accommodation if necessary up to £1,000 per
restaurant.
● Shortlisted restaurants agree to participate in filming and/or photography at the judging to
aid PR amplification of the awards across owned, earned and paid platforms
● The panel of judges (“Judging Panel”) will consist of:
○ Jimi Famurewa (independent food critic)
○ Will Shu (founder and CEO of Deliveroo)
○ Rylan Clark (TV personality and presenter)
○ Busi Sizani (Head of Global Diversity, Equity & Inclusion at Deliveroo)
● The Eligible Restaurant selected by the Judging Panel as best meeting the criteria above in
aggregate will be the Deliveroo Restaurant Awards 2024 Beating Heart of the Community
winner. The Judging Panel’s decision is final.
● The winner of the Beating Heart of the Community will be notified by phone and email on
12th February 2024 prior to the winners of the Deliveroo Restaurant of the Year Awards 2024
being formally announced to the public on social media which shall take place no later than
29th February 2024

SECTION 4: Rider Love Award

Number of Winners: There will be one (1) winner for the Rider Love Award.
Eligibility criteria
● To participate in this Award, restaurants must meet the General Eligibility Criteria.
Entry and Judging Criteria
● Eligible Restaurants must submit a detailed written nomination, max word count 500, via the
microsite for each award detailing what the restaurant does to deliver a great experience of
working together with Riders.
● ‘Rider Love’ nominations must be using Deliveroo Core Rider services
● The Shortlisted Eligible Restaurants will be submitted to the panel of judges, who will,
together, determine the winner of; Rider Love award, on the basis of the i written
nomination detailing how the Restaurant delivers impact through their care and support for
Riders .
● The panel of judges (“Judging Panel”)will consist of:
○ 2 Internal Leaders of category from Deliveroo
○ ‘@LondonEats’ - Deliveroo rider and social media influencer

● The Eligible Restaurant selected by the Judging Panel as best meeting the criteria above in
aggregate will be the Deliveroo Restaurant Awards 2024 Rider Love Winner. The Judging
Panel’s decision is final. The winner of the Rider Love Award will be notified by phone and
email on 12th February 2024 prior to the winners of the Deliveroo Restaurant of the Year
Awards 2024 being formally announced to the public on social media which shall take place
no later than 29th February 2024

SECTION 5: Most Sustainable

Number of Winners: There will be one (1) winner for the Most Sustainable Award.
Eligibility criteria
● To participate in this Award, restaurants must meet the General Eligibility Criteria.
Entry and Judging Criteria
● Eligible Restaurants must submit a detailed written nomination, max word count 500, via the
website for each award detailing what the restaurant does to drive sustainability within their
restaurant, encompassing at least one of the following: packaging materials, ingredients,
food waste and ways of working.
● Each Restaurant can only submit 1 nomination per award category
● The Shortlisted Eligible Restaurants will be submitted to the panel of judges, who will,
together, determine the Above and Beyond awards; Most Sustainable, on the basis of how
the Restaurant delivers impact to sustainability through their restaurant..
● The panel of judges (“Judging Panel”) will consist of:
○ 3 Internal Leaders of category from Deliveroo
● The Eligible Restaurant selected by the Judging Panel as best meeting the criteria above in
aggregate will be the Deliveroo Restaurant Awards 2024 Above and Beyond Category
Winners. The Judging Panel’s decision is final.
● The winner of the Most Sustainable will be notified by phone and email on 12th February
2024 prior to the winners of the Deliveroo Restaurant of the Year Awards 2024 being
formally announced to the public on social media which shall take place no later than 29th
February 2024

SECTION 6: Best Customer Innovation

Number of Winners: There will be one (1) winner for the Best Customer Innovation Award.
Eligibility criteria
● To participate in this Award, restaurants must meet the General Eligibility Criteria.
Entry and Judging Criteria
● Eligible Restaurants must submit a detailed written nomination, max word count 500, via the
website for each award detailing what innovations the restaurant has launched or trialled
based on customer feedback, including new store formats, new recipes or ingredients.

● Each Restaurant can only submit 1 nomination per award category
● The Shortlisted Eligible Restaurants will be submitted to the panel of judges, who will,
together, determine the Above and Beyond awards; Best Customer Innovation, on the basis
of the written nomination detailing how the Restaurant uses Customer feedback to innovate
changes within their restaurant..
● The panel of judges (“Judging Panel”)will consist of:
○ 2 Internal Leaders of category from Deliveroo
● The Eligible Restaurant selected by the Judging Panel as best meeting the criteria above in
aggregate will be Deliveroo’s winner of Best Customer Innovation award. The Judging Panel’s
decision is final.
● The winner of the Best Customer Innovation will be notified by phone and email on 12th
February 2024 prior to the winners of the Deliveroo Restaurant of the Year Awards 2024
being formally announced to the public on social media which shall take place no later than 29 February 2024.

Deliveroo Media & eCommerce Advertiser Terms

ADVERTISING TERMS OF BUSINESS

These Terms of Business, together with the accompanying Insertion Order (IO), form the Agreement between Advertiser and Deliveroo. By entering into the IO, or otherwise confirming acceptance to these Terms of Business in writing, Advertiser agrees to be bound by these Terms of Business. Each IO entered into by the Advertiser shall constitute a separate Agreement with Deliveroo. These Terms of Business shall apply from the Commencement Date (as defined below) and shall apply to the exclusion of all other terms and conditions.

1 AGREEMENT AND INTERPRETATION

1.1 In these Terms of Business and any IO, the following definitions shall apply:

Ad means an advertisement, sponsorship, promotion, idents, branded content or other marketing communication, in whatever medium, style, format and in any media to be placed by Deliveroo for or on behalf of Advertiser in accordance with the IO.

Ad Placement means the placement of the Ad via the Inventory by Deliveroo or its nominated third party ad delivery partner.

Advertiser means the Party identified as ‘Advertiser’ in the IO (and, where relevant, the definition of Advertiser shall include the Agency, as applicable).

Advertiser Materials means any materials including (a) any graphics, artwork, logos text, multimedia files, URLs, sites to which URLs are linked, code, data, equipment, software, documents and other works), (b) any information relating to the advertised product or service of the Advertiser, (c) any marketing or product claims and (d) taglines, logos or other Intellectual Property Rights contained within such materials that are to be provided by or on behalf of Advertiser to Deliveroo under or in connection with this Agreement.

Affiliate means, in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party from time to time and where control means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company (and controls and controlled shall be construed accordingly.

Agency where relevant means the agency entering into this Agreement on behalf of an Advertiser as specified in the IO.

Agreement means, collectively, the IO together with these Terms of Business, and any additional documentation, policies or terms expressly incorporated into them by reference (and for the avoidance of doubt each IO entered into between Advertiser and Deliveroo shall constitute a separate Agreement between the Parties).

Applicable Laws means any laws, by-laws, regulations, codes, guidance, orders or directions issued from time to time by any court, government or other competent regulatory authority (including the Competition and Markets Authority and the Advertising Standards Authority) applicable to a Party (including, in respect of the Advertiser, all national, regional, local or municipal laws, regulations or by-laws of any kind whatsoever and all requirements, regulations or industry practices in territories in which the Ads are placed and/or Products are offered)).

Bag Sponsorship Services means the provision of Advertiser-branded bags as described in the IO.

Business Days means Monday to Friday, excluding public holidays in the UK.

Commencement Date means the date identified as such in the IO.

Confidential Information means any private, secret and/or confidential information which is disclosed by either Party under or in connection with this Agreement (whether orally or in writing and whether or not such information is expressly stated to be confidential or marked as such).

Data Protection Laws means the UK’s Data Protection Act 2018, UK GDPR, and any other laws in connection with the processing of personal information with which a Party is obliged to comply.

Deliveroo means Roofoods Limited, registered in England and Wales with number 08167130, registered office is at The River Building, Level 1 Cannon Bridge House, 1 Cousin Lane, London, EC4R 1TE.

Deliveroo Background Materials means any work and materials including software, methodology, know how and processes in which the Intellectual Property Rights are owned by or licensed to Deliveroo and/or Deliveroo’s subcontractors, partners, or contractors in connection with this Agreement whether in existence prior to the Commencement Date or which come into existence on or after the Commencement Date outside of the Services and which are made available to the Advertiser in connection with the Ad Placement, including any and all Deliveroo Intellectual Property Rights, content, logos, look and feel, branding or brand guidelines.

Deliveroo Creative Materials means any materials that are created by or on behalf of Deliveroo as part of the Services for the Advertiser but which shall exclude any Deliveroo Background Materials.

Fees means the fees set out in the IO.

Force Majeure means any circumstance beyond a Party's reasonable control, including acts of God, flood, drought, earthquake or other natural disaster, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority including imposing an export or import restriction, quota or prohibition, collapse of buildings, fire, explosion or accident, interruption or failure of utility service, internet service provider, host, third party software and any pandemic or epidemic.

IO or Insertion Order means the relevant insertion order entered into by the Parties relating to the Ad Placements.

Insolvency Event means:

(a) a Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

(b) a Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of a Party (being a company, limited liability partnership or partnership);

(e) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over a Party (being a company, partnership or limited liability partnership);

(f) the holder of a qualifying floating charge over the assets of a Party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

(g) a person becomes entitled to appoint a receiver over the assets of a Party or a receiver is appointed over the assets of a Party;

(h) a creditor or encumbrancer of a Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other Party's assets and such attachment or process is not discharged within 14 days; and/or

(i) any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned above.

Intellectual Property Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, rights in business names and domain names, rights in get up and trade dress, goodwill and the right to sue for passing off and unfair competition, rights in designs, rights in computer software, database rights and all other intellectual property rights, in each case whether in whole or in part, whether registered or unregistered, and for the whole legal term of protection of such rights 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 that subsist now or will subsist in the future in any part of the world.

Inventory means the inventory on which the Ads will be served, to be delivered by Deliveroo as further specified in the IO which for the avoidance of doubt can be in any media, including Deliveroo platforms and apps, third party platforms, social platforms, third party media sites.

Losses means all liabilities, costs, expenses, damages and losses (including all interest, penalties, legal costs and all other professional costs and expenses).

Moral Rights means all rights described in Part I, Chapter IV of the Copyright Designs and Patents act 1988 and any similar rights of authors anywhere in the world.

Party means a Party to this Agreement as identified in the IO, being Deliveroo or Advertiser, and Parties shall mean Deliveroo and Advertiser together.

Policies means the policies, guidance and specifications made available to Advertiser by Deliveroo (including any content limitations, technical specifications, advertising policies, privacy policies, user experience policies, policies regarding content inappropriate for an audience purchasing Deliveroo’s services, brand safety, editorial or other advertising policies).

Products has the meaning given to it in clause 4.5(a).

Representative means an entity and/or its Affiliate(s), any director, officer, employee, consultant, contractor, agent, and/or attorney.

Sampling means a campaign involving the gifting of Products as described in the relevant IO.

Services means, as applicable: (a) the placement of the Ads specified in the relevant IO by or on behalf of Deliveroo; (b) the provision of the Sampling campaign; and/or (c) the provision of Bag Sponsorship in accordance with and subject to this Agreement.

Terms of Business means these Terms of Business that govern each and every IO.

UK GDPR has the meaning given to it in the Data Protection Act 2018 (as amended from time to time).

1.2 A person includes a natural person, corporate or unincorporated body. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. Use of the singular includes the plural and vice versa. Headings to clauses are for the purpose of information and identification only and do not affect the interpretation of these Terms of Business. Any phrase introduced by the words “including”, “include”, “in particular” or any similar expression shall be only illustrative and shall not indicate an exhaustive list.

2 AD PLACEMENT & DELIVEROO POLICIES

2.1 Compliance with IO. Advertiser will be responsible for ensuring that it notifies Deliveroo in the IO any and all restrictions, tags, or scheduling restrictions in relation to the Ad Placement, which are required by Applicable Laws. Deliveroo will use its reasonable endeavours to provide the Inventory in accordance with the IO.

2.2 Compliance with Deliveroo Policies. Advertiser shall ensure that the Ads, the Products and the Advertiser Materials comply with Applicable Laws and, where provided, the Policies.

2.3 Compliance with third party platform terms. Where the Ad Placement is on Inventory that is owned or controlled by a third party, Advertiser shall ensure that the Ads, the Products and the Advertiser Materials comply with any terms and conditions imposed by the third party media owner. Deliveroo shall not be liable for any failure or delay in the Ad Placements as a result of any act or omission of such third party media owner.

3 DELIVEROO’S OBLIGATIONS

3.1 During the term of any IO, Deliveroo shall:

(a) provide the Services with reasonable skill and care;

(b) comply with all lawful and reasonable directions communicated to it from time to time by Advertiser (provided such directions do not materially deviate from or add to any specifications agreed under the IO);

(d) where Applicable Laws require that an Ad be labelled in a particular manner (for example ‘Sponsored’) and such label is to appear outside of the Ad (and, in respect of paid social Ads, for the avoidance of doubt, written copy shall be considered to be part of the Ad), apply the relevant label in a manner Deliveroo considers to be compliant with Applicable Laws.

3.2 Delays. Deliveroo shall not be liable for any delays caused by Advertiser’s acts or omissions, including any delay in supplying Advertiser Materials for Ad Placements in the format requested by Deliveroo or any failure of the Ads or the Products to comply with the Policies. If Deliveroo becomes aware of any circumstances that are likely to prevent it from meeting the time for performance set out in the IO, Deliveroo shall promptly notify Advertiser of the delay and the reasons and consequences of the delay.

4 PARTIES’ OBLIGATIONS

4.1 Advertiser Materials and Deliveroo Creative Materials. Advertiser will supply to Deliveroo (at no charge) any Advertiser Materials specified in the IO or otherwise reasonably required by Deliveroo or necessary to place the Ad Placements in a timely manner. Advertiser shall further ensure that it has all rights and licences in place to enable use by Deliveroo of all Advertiser Materials by Deliveroo and its nominated third party ad placement suppliers as anticipated by the IO and this Agreement.

4.2 Advertiser non-performance. If Advertiser does not fulfil its obligations under or in connection with the Agreement (including its payment obligations), then to the extent that such failure prevents Deliveroo from performing its obligations under this Agreement, Deliveroo will be relieved of its obligations to Advertiser, and Deliveroo shall not be liable for any Losses incurred by Advertiser to the extent caused by any such failure by Advertiser.

4.3 Promotions. If any Ads involve the promotion of a sweepstake, contest, promotion, competition, draw, coupons, redemption codes or other such promotional activity for or on behalf of the Advertiser (“Promotion”), then unless otherwise specified in the IO, the Advertiser shall:

(a) unless otherwise agreed by Deliveroo, be considered the promoter of any such Promotion under any Applicable Laws and will add a clause to the Promotion terms and conditions clarifying that Deliveroo has no responsibility or liability for such Promotion (including, expressly, that Deliveroo is not responsible for provision of any prize pursuant to the Promotion);

(b) be responsible for the promotion and administration of such Promotion including, without limitation, fulfilment of any prizes and having sole responsibility for any complaints or investigations with respect to the Promotion, and for responding to the same;

(c) be responsible for complying with any and all Applicable Laws or guidelines (including social media guidelines) applicable to the Promotion (“Promotion Laws”), including (without limitation) ensuring that any Advertiser Materials, which promote, feature or reference the Promotion at all times comply with Promotion Laws, and that all prices, comparisons of prices and offers and other marketing claims are truthful, accurate and not misleading by act or omission; and

(d) at its own cost, take any legal and other advice as it considers necessary to ensure compliance with Promotion Laws, including with respect to the drafting of the applicable Promotion terms and conditions.

4.4 Bag Sponsorship Services. Where the IO includes Bag Sponsorship Services:

(a) Deliveroo shall run the Bag Sponsorship promotion identified and set out in the IO to promote the Advertiser’s brand and product;

(b) Deliveroo will work with the Advertiser to develop the design for the sponsored bags (which may include Advertiser Materials) and the Advertiser shall approve the designs for such bags reasonably promptly; and

(c) Deliveroo will work with its suppliers to produce the sponsored bags and provide the riders with such bags in such quantities and/or across such time period to use for deliveries from the Sites as are each set out in the IO.

(d) The Advertiser shall at all times be responsible for ensuring the design of, and the content and copy on, the sponsored bags complies with Applicable Laws and includes any necessary information regarding the Advertiser Materials that are legally required to be presented to consumers including relevant terms and conditions, qualifications or other information relevant to the type of brand and/or product being advertised.

4.5 Sampling. Where the IO includes Sampling:

Deliveroo obligations

(a) Deliveroo shall accept delivery of the range and specifications of products to be distributed by Deliveroo set out in the IO, as amended from time to time by the written agreement of the parties (“Products”) at each of the sites set out in the IO (the “Sites”), in accordance with any agreed Delivery Schedule.

(b) Deliveroo shall store the Products on behalf of the Advertiser in accordance with any product storage instructions set out in the IO.

(c) Deliveroo shall use reasonable endeavours to distribute the Products to Deliveroo’s customers who place an order on the Deliveroo platform (website or mobile app) to be fulfilled from one of the Sites (each a “Customer”). Deliveroo is not obliged to deliver the Products with every order fulfilled from a Site. Deliveroo shall have complied with its obligations under this paragraph if it has delivered 90% or more of the Products to Customers before the End Date of the Sampling campaign set out in the IO.

(d) If a Product contains alcohol, Deliveroo shall include an opt-in for such Product on the relevant menu pages for the Site and the distribution of the Product to a Customer shall be subject to the Customer requesting to receive a sample of the relevant Product when they place their order.

(e) Deliveroo shall hold Products in its possession for the Advertiser and until such time as the Product is delivered to a Customer (at which point title to the Products passes to the Customer).

(f) Deliveroo shall deliver the Products to Customers in accordance with Deliveroo’s standard delivery terms (see www.deliveroo.co.uk/legal).

(g) Deliveroo shall cooperate, and use reasonable endeavours to ensure its representatives cooperate, fully with the Advertiser at all times.

(h) The Advertiser hereby appoints Deliveroo as its agent to distribute the Products, on the terms of the Agreement. Deliveroo is authorised by the Advertiser to promote and distribute the Products to Customers in the name of and on behalf of the Advertiser.

Advertiser Obligations

(i) The Advertiser hereby appoints Deliveroo as its agent to distribute the Products, on the terms of the Agreement. Deliveroo is authorised by the Advertiser to promote and distribute the Products to Customers in the name of and on behalf of the Advertiser.

(j) Advertiser shall:

(i) for all Products, ensure that all Products delivered to Deliveroo correspond with any specification set out in the IO;

(ii) notify Deliveroo immediately of any proposed change to the specification of any Products, and shall not change the specification of any Products from that set out in the IO unless agreed by Deliveroo in writing;

(iii) for Products containing alcohol, provide accurate descriptions of the Products and ensure that all Products delivered to Deliveroo correspond with such descriptions;

(iv) ensure that all Products are of satisfactory quality and are free from all defects in design and material;

(v) deliver the Products to each of the Sites in accordance with this Agreement and any agreed Delivery Schedule;

(vi) ensure all of the Products are manufactured, packaged and labelled in accordance with Applicable Laws with a use-by date to be not less than one month after the date of delivery to the Site;

(vii) comply with, and ensure that all Products comply with, all Applicable Laws;

(viii) conduct, at its own cost, any product withdrawal or product recall in respect of the Products in accordance with Applicable Laws. This obligation survives the expiry or termination of this Agreement;

(ix) co-operate and ensure its representatives co-operate fully with Deliveroo at all times;

(x) notify Deliveroo promptly of (i) any and all notices, contact or visits by any regulatory bodies relating to any Products and relevant to the supply under this Agreement; (ii) any actual, suspected or potential defect, non-conformity or health and safety issue in relation to any Products; and any breach (actual, suspected or threatened) of any applicable food safety or product liability laws by the Advertiser; and

(xi) hold for the duration of this Agreement and to provide evidence, upon Deliveroo’s request, that the Advertiser and its employees and subcontractors hold all registrations, licences, permits or certificates of competency that they are required by law to hold as a condition of supplying the Products to Deliveroo and customers.

(k) If Deliveroo has distributed any Products in the performance of this Agreement through one of its partners the Advertiser shall not, without Deliveroo’s prior written consent, approach such partner with a view to entering into a direct product sampling or similar distribution arrangement for a period of 12 months.

(l) Title and risk to the Products shall remain with the Advertiser until Deliveroo delivers the Product to a Customer (at which time it shall transfer to the relevant Customer).

5 APPROVALS

5.1 All Advertiser Materials shall be submitted to Deliveroo or its nominated third party for approvals. In the event that any changes are made to Advertiser Materials, a revised copy shall be submitted to Advertiser for approval prior to publication. Advertiser shall be responsible for prompt approval of any revised Advertiser Materials. All Deliveroo Creative Materials shall be submitted to Advertiser for approvals.

5.2 In the event of any delay or failure of Advertiser giving approvals (or disapprovals) requested under or in connection with these Terms of Business, Deliveroo will not be liable to the extent of any resulting delays or adverse impact caused to the delivery of the Ad Placement or any other Services.

5.3 Compliance with Laws. Advertiser shall be solely responsible for ensuring that Ads, Ad Placements, Products, Promotions, Advertiser Materials and Deliveroo Creative Materials are compliant with Applicable Laws, and for giving Deliveroo full details of any necessary tags or restrictions in accordance with clause 2.1.

6 STATUS OF ADVERTISER AS AGENCY

6.1 Where an Agency is entering into this Agreement on behalf of an Advertiser, the following provisions shall apply unless otherwise stated on the IO:

(a) Agency contracts as principal with Deliveroo;

(b) Agency will procure Advertiser’s compliance with these Terms of Business;

(c) Agency will be solely liable for payment of any and all sums due in connection with these Terms of Business and any IO, irrespective of whether it has been paid by the Advertiser; and

(d) References to ‘Advertiser’ in this Agreement shall be deemed to include the Agency.

7 REPORTING

7.1 Deliveroo Reporting. Where Deliveroo is serving the campaign, Deliveroo will make such reporting available to the Advertiser as specified in the IO.

7.2 Notification of under-delivery. Deliveroo will monitor delivery of the Ad Placements, and will notify Advertiser if Deliveroo believes that an under-delivery is likely. In the case of a probable or actual under-delivery, Advertiser and Deliveroo may arrange for a “makegood” meaning alternative inventory up to the value of the original Ad Placement in accordance with clause 7.3.

7.3 Makegood Procedure. If actual Inventory for any campaign falls below guaranteed levels set out in the IO, Advertiser and Deliveroo will endeavour to agree in good faith a suitable makegood, either on the IO or at the time of the shortfall. If no makegood can be agreed upon, Advertiser may demand a credit equal to the value of the under-delivered portion of the IO. In no event will Deliveroo (a) provide a makegood or extend any Ad Placement beyond the campaign period set forth on the IO without the prior written consent of Advertiser; or (b) provide any refund If actual Inventory for any campaign falls below guaranteed levels set out in the IO.

7.4 Unguaranteed Inventory. If the IO contains CPA deliverables, CPL deliverables, CPC deliverables or any other deliverable without a specified level of Inventory to be delivered by Deliveroo, the predictability, forecasting, and conversions for such Inventory may vary and no guarantee is given as to delivery, and makegoods as set out above are not available.

7.5 Changes to campaign objectives. Where the Advertiser changes campaign objectives after the IO is signed and before the Ad Placements are launched, and this results in unutilised Inventory, Deliveroo cannot guarantee that the Ad Placements will be executed in accordance with the IO and this Agreement.

8 ADVERTISER MATERIALS

8.1 Advertiser shall be responsible for ensuring that the Advertiser Materials comply with Policies notified to it by Deliveroo, and Deliveroo shall not be liable for any delay or failure to serve Ads where such failure results from Advertiser not complying with the Policies as notified to it.

8.2 Advertiser shall deliver to Deliveroo the Advertiser Materials in accordance with Deliveroo’s then-existing Policies. Advertiser shall notify Deliveroo for each Ad as to whether such Ad will be first Party served by Deliveroo or Deliveroo’s nominated ad serving partner(s) or third party served by Advertiser and/or whether the ad tag will include third party trackers. If Advertiser Materials are not received by the due date or are not fully compliant with the Policies, Deliveroo shall begin to charge Advertiser on a pro rata basis for each full day Advertiser Materials are not received or not able to be placed as a result of non-compliance with the Policies.

8.3 Deliveroo gives no warranty and accepts no liability in respect of any Advertiser Materials or Deliveroo Creative Materials and shall not be responsible for checking that Advertiser Materials or Deliveroo Creative Materials comply with any Applicable Laws or whether they infringe any third party rights (including Intellectual Property Rights). Deliveroo reserves the right in its discretion to reject or remove any Ads for which the Advertiser Materials or Deliveroo Creative Materials (including any trackers or code embedded therein), or the site or digital service to which the Ad is linked do not comply with its Policies, or that in Deliveroo’s opinion, do not comply with any Applicable Laws or Policies. In addition, Deliveroo reserves the right (at its sole discretion) to reject or remove any Ads which link to content which might bring Deliveroo or its Affiliates into disrepute or cause adverse publicity.

8.4 No Modification. Deliveroo will not modify or edit the final, approved Ads in any way including but not limited to resizing the Ad, without Advertiser’s approval, save that Deliveroo shall be entitled to label an Ad in such a manner as Deliveroo considers is required to be compliant with Applicable Laws (e.g. a ‘Sponsored’ label). Deliveroo will use all Ads in compliance with these Terms of Business and any written instructions provided on the IO. Deliveroo is under no obligation to provide any Ad Placements where Deliveroo reasonably believes such Ad Placements would not be in accordance with the terms of this Agreement.

8.5 Ad Tags. Where Advertiser Materials contain third party ad server tags, Deliveroo will use its reasonable endeavours to ensure that such tags are implemented in the Ad Placement.

9 PAYMENT AND PAYMENT LIABILITY

9.1 Payment and Fees. The Fees shall be set out in the IO. Advertiser shall pay the Fees in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of applicable taxes as may be required by Applicable Laws).

9.2 Applicable Tax. All Fees payable to Deliveroo under this Agreement and each IO (including as stated in any quotation or estimate) are exclusive of applicable taxes, which shall also be payable by Advertiser at the rate prevailing from time to time.

9.3 Payment terms. As a condition of this Agreement, Advertiser shall pay the Fees in accordance with the following payment schedule unless otherwise agreed by the Parties in the IO:

(a) 50% of Fees: payable within 30 days of the date of the relevant invoice or the date 5 business days prior to the start of the first campaign pursuant to the IO, whichever is the earlier; and

(b) 50% of Fees: payable within 30 days of the date of the relevant invoice.

9.4 Late payment. Without prejudice to any other rights, if an invoice that is not disputed in good faith is unpaid by the due date, then Deliveroo may, at its option any time after payment has become due:

(a) suspend the provision of any further services under this Agreement and/or any IO between Advertiser and Deliveroo, including any Ad Placements, on 5 days’ written notice, until the relevant invoice has been paid in full; and/or

(b) terminate this Agreement and/or any other IO between Advertiser and Deliveroo without liability, on 10 days’ written notice; and/or

(c) charge interest on any overdue amounts from the due date until and including the date of actual payment, after as well as before judgement, accruing on a daily compound basis, at the rate of 3.5% per annum above the base rate for the time being of Barclays Bank plc.

In addition, Advertiser shall pay any levies, late payment charges, collection agency levies, surcharges or other amounts reasonably incurred and evidenced as a result of such late payment.

10 INDEMNITY

10.1 Advertiser indemnity. Advertiser releases Deliveroo from any liability under or in connection with this Agreement and shall indemnify Deliveroo and each of its Affiliates and Representatives against any Losses incurred by Deliveroo and each of its Affiliates and Representatives to the extent that such Losses arise as a result of or in connection with:

(a) the incorporation of Advertiser Materials or Deliveroo Creative Materials into Ad Placements, provided that Deliveroo has used and/or incorporated such Advertiser Materials or Deliveroo Creative Materials (as applicable) into the Ad Placements in accordance with the terms of this Agreement;

(b) any claim that the Ads, Ad Placements, Products, Promotions, Advertiser Materials or Deliveroo Creative Materials infringe third party Intellectual Property Rights or breach Applicable Laws; and

(c) (i) any claim made by a third party arising out of or in connection with the supply of the Products; and (ii) any claim made against Deliveroo by a third party for death, personal injury or damage to property arising out of or in connection with the Products.

10.2 Conduct of Indemnity Claims. Where one Party (“Indemnifying Party“) agrees to indemnify and keep the other Party (“Indemnified Party”) indemnified under this Agreement such indemnity is subject to the Indemnified Party complying with the following process in the event that a third party claim arises:

(a) the Indemnified Party must promptly notify the Indemnifying Party in writing of such claim;

(b) the Indemnified Party must not make any admission of liability, settlement or compromise without the prior written consent of the Indemnifying Party;

(c) the Indemnified Party must give the Indemnifying Party express authority to conduct all negotiations and litigation and to defend and/or settle all litigation arising from such claim, provided that the Indemnifying Party regularly consults the Indemnified Party on the conduct and defence of the claim;

(d) the Indemnified Party must provide the Indemnifying Party with all available information and assistance in relation to such claim as the Indemnifying Party may reasonably require at the Indemnifying Party’s cost and expense; and

(e) if within ninety (90) days after the Indemnifying Party’s receipt of notice of any such claim, the Indemnifying Party fails to take action to defend or settle such claim, the Indemnified Party may at the Indemnifying Party’s expense undertake the defence, compromise or settlement of the claim as it sees fit.

11 INTELLECTUAL PROPERTY

11.1 Advertiser Materials. Notwithstanding any other provision of this Agreement, Advertiser shall at all times retain ownership of Advertiser Materials. Advertiser hereby grants to Deliveroo a non-exclusive, fully-paid, worldwide licence for the Term to use Advertiser Materials (with all the rights to use, reproduce, modify, develop, host, distribute (directly or indirectly) publicly perform, broadcast, stream, communicate to the public, sell, rent and carry out all other acts) in each case solely to the extent required for Deliveroo to provide the Services under the IO (including providing any Ad Placements, Bag Sponsorship Services or Bag Sampling Services where relevant) and in accordance with any Advertiser branding policy notified to Deliveroo from time to time. Deliveroo may sub-license the licence granted by this clause 11.1 to any of its Affiliates, Representatives and third parties as necessary to provide the Services and (where relevant) Advertiser Materials or otherwise to benefit from the rights granted by Advertiser under this Agreement, but Deliveroo may not otherwise sub-license, assign or transfer such licence. Where the Advertiser Materials contain any intellectual property rights of a third party:

(a) Advertiser shall notify Deliveroo in advance of the inclusion of such intellectual property rights of a third party;

(b) Advertiser warrants that it has and shall maintain all necessary consents, licences and approvals which are necessary in order for the relevant intellectual property rights of a third party to be included in the Ads and the Ad Placements;

(c) andAdvertiser shall provide such evidence as is reasonably requested by Deliveroo in respect of such consents, licences and approvals.

11.2 Deliveroo Creative Materials. Subject to payment of all charges and fees associated with the Services, Deliveroo hereby assigns all Intellectual Property Rights (which are owned by Deliveroo) in the Deliveroo Creative Materials to the Advertiser, subject to the restriction on usage set out in clause 11.4 below. For the avoidance of doubt this assignment does not include any Deliveroo Background Materials. To the extent that the Deliveroo Creative Materials include any Intellectual Property Rights which have been created by or are owned by a third party (including any talent rights, music, third party photography), then Deliveroo shall notify to the Advertiser any usage restrictions in respect of such third party Intellectual Property Rights, and Advertiser shall indemnify Deliveroo against any loss, cost, damage or expense suffered as a result of the Advertiser breaching such usage rights. The Advertiser hereby grants Deliveroo a perpetual, non-exclusive, fully paid, sub-licensable licence to use any Deliveroo Creative Materials for any purpose.

11.3 Deliveroo Background Materials. Notwithstanding any other provision of this Agreement, Deliveroo shall at all times retain ownership of all Deliveroo Background Materials. Deliveroo hereby grants to Advertiser a non-exclusive, time limited to the term of any IO, worldwide license to use any Deliveroo Background Materials that are embodied in the Advertiser Materials solely to the extent required for Advertiser to be able to enjoy the Ad Placements and the Services (including any Bag Sponsorship Services or Bag Sampling Services where relevant) and in accordance with any Deliveroo branding policy notified to Advertiser from time to time. Advertiser may sub-license the licence granted by this clause 11.2 to any of its Affiliates and third parties only to the extent required to enable Advertiser to enjoy the specific usage rights set out in this Agreement.

11.4 Advertiser agrees that it shall only be entitled to use any Deliveroo Background Materials in respect of the Inventory and shall not be entitled to publish them on any other media or platform and shall cease all use of the Ads on completion of the IO.

11.5 Decompilation. Save to the extent permitted by Applicable Laws or as may be reasonably required to perform its obligations under the IO, Advertiser shall not disassemble, decompile or reverse-engineer any works and materials in which the Deliveroo Background Materials arise without Deliveroo’s prior written consent.

11.6 Reservation of rights. All rights not expressly granted by a Party under this Agreement are expressly reserved. Notwithstanding any other provision of this Agreement:

(a) any and all Deliveroo Background Materials shall remain the property of Deliveroo, its Affiliates or their third party licensors as the case may be; and

(b) Advertiser Materials shall remain the property of Advertiser, its Affiliates or their third party licensors as the case may be.

11.7 All goodwill accruing from use of either Party’s Intellectual Property Rights shall accrue to the benefit of the Party granting a licence, and the licence shall terminate on expiry of the Term.

11.8 Neither Party shall be entitled to use the other’s Intellectual Property Rights and neither party shall use the other party’s Intellectual Property Rights in any manner that it knows, or should know: (i) is or is likely to be inconsistent with the owner’s overall public image; (ii) is likely to jeopardise any of the owner’s (or the owner’s licensor’s) Intellectual Property Rights, whether by putting them at risk of invalidation, revocation, dilution, free-riding, tarnishment, infringement, or otherwise; (iii) violates any of its contractual obligations or those of any third-party owner; or (iv) does not accurately reproduce any of its Intellectual Property Rights.

11.9 If either party becomes aware of any form of attack, charge or claim to which the other party’s Intellectual Property Rights have become or are likely to become subject in connection with this Agreement (including without limitation any actual, suspected or threatened infringement of the Intellectual Property Rights, any actual or threatened claim that the Intellectual Property Rights are invalid, or any claim made or threatened that use of the Intellectual Property Rights infringes the rights of any third party) that party shall immediately notify the other Party and shall not make any admissions relating thereto. The owner of the Intellectual Property Rights in question shall have sole conduct of the attack, charge or claim and the notifying party shall provide the owner of the Intellectual Property Rights with all reasonable assistance, at the expense of the owner of the Intellectual Property Rights, in relation thereto.

12 WARRANTIES & COMPLIANCE WITH LAW

12.1 Deliveroo warranties. Deliveroo warrants that it has full capacity and authority, and all necessary licences, permits and consents to enter into this Agreement and that those individuals signing the IO are duly authorised to bind Deliveroo legally.

12.2 Advertiser warranties. Advertiser warrants that:

(a) it has full capacity and authority, and all necessary licences, permits and consents to enter into this Agreement and that those individuals signing the IO are duly authorised to bind Advertiser legally;

(b) the Advertiser Materials will not, when used in accordance with this Agreement, infringe third party Intellectual Property Rights; and

(c) the Advertiser Materials will comply with all Applicable Laws and the Policies and, to the extent they are to be incorporated within Ads, are true, accurate and complete.

12.3 Compliance with Laws. Each party shall in performing their obligations under the Agreement comply with all Applicable Laws.

12.4 Anti-Bribery and Corruption. Without prejudice to the generality of clause 12.3:

(a) the Advertiser warrants that it in connection with this Agreement it has not done, and in performing its obligations under the Agreement, the Advertiser shall not do, any act or thing that contravenes Anti-Bribery Law;

(b) the Advertiser warrants and undertakes that it shall (without prejudice to clause 2.2) comply with, and shall procure that its personnel involved in performing the Agreement shall comply with any of Deliveroo’s anti-bribery policies made available to the Advertiser from time to time; and

(c) the Advertiser shall immediately notify Deliveroo in writing on becoming aware of, or suspecting, any failure to comply with any provision of this clause 12.4.

12.5 Anti-Slavery. In connection with the performance of its obligations and exercise of its rights under this Agreement, each party shall comply, and procure that all its employees, contractors, agents and representatives comply, with Anti-Slavery Law, as relevant to the Services and the sourcing, preparation and supply of the Menu Items and the activities of the parties under the Agreement. The Advertiser shall use reasonable endeavours on a continuing basis to ensure that slavery is not taking place in its supply chains.

12.6 Anti-tax evasion. Neither party shall engage in any activity, practice or conduct which would constitute either a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017 or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017 in connection with this Agreement.

12.7 Implied warranties. Any and all warranties not contained in this Agreement that may be implied by Applicable Laws are excluded by Deliveroo to the maximum extent permitted by Applicable Laws.

13 LIMITATION OF LIABILITY

13.1 Liability that cannot be excluded. Nothing in this Agreement shall exclude or in any way limit a party’s liability:

(a) for death or personal injury caused by negligence or the negligence of its employees, agents or subcontractors;

(b) for fraud or fraudulent misrepresentation;

(d) for a breach of clause 15 or breach of clause 12.4;

(e) for payment of any Fees payable by Advertiser to Deliveroo; or

(f) for any other liability to the extent the same cannot be excluded or limited by law.

13.2 Excluded liability. Subject to clause 13.1, neither party shall have any liability to the other whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with the Agreement for any:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of or damage to goodwill,in each case whether direct or indirect;

(f) loss of use or corruption of software, data or information, in each case, whether direct or indirect; or

(g) for any special, indirect or consequential loss.

13.3 Liability cap. Subject to clause 13.1 and clause 13.2, the aggregate liability of each Party to the other Party for any and all Losses incurred by the other Party arising out of or in connection with this Agreement whether arising from tort (including negligence), breach of contract or otherwise, shall not exceed, for each party, one hundred percent (100%) of the Fees paid and payable by Advertiser to Deliveroo under this Agreement.

14 DATA PROTECTION

14.1 Definitions. In this clause 14, the terms "controller", "data subject", "personal data", "personal data breach", “process”, "processed", "processing", "processor" and "supervisory authority" have the meaning given to them by Data Protection Laws.

14.2 Data Protection Laws. Each Party shall comply with Data Protection Laws at all times.

14.3 No data processing unless agreed. The Parties agree that apart from administrative personal data required to give effect to the Agreement:

(a) Advertiser shall not be provided with access to any personal data of which Deliveroo acts as a controller and Deliveroo shall ensure that Advertiser is not provided with access to any such personal data;

(b) Deliveroo shall not be provided with access to any personal data of which Advertiser acts as a controller and Advertiser shall ensure that Deliveroo is not provided with access to any such personal data; and

(c) to the extent that a Party does provide the other Party with access to any personal data in breach of this clause 14.3:

(i) a Party becoming aware of this shall promptly notify the other Party of such access;

(ii) the controller shall take all necessary steps to retrieve such personal data; and

(iii) the Party that is not the controller shall, at the controller’s cost, provide such cooperation as is reasonably necessary to ensure that the personal data is returned to the controller.

15 CONFIDENTIALITY

15.1 Confidentiality obligations. Each party shall:

(a) keep all Confidential Information disclosed by the other Party under this Agreement confidential and not disclose such Confidential Information to any person other than its employees, directors, officers, representatives, contractors, subcontractors, professional advisors and those of its Affiliates;

(b) not use any Confidential Information for any purpose other than to exercise its rights and perform its obligations under the IO; and

(c) ensure that any person to whom the Party discloses Confidential Information under clause 15.1(a) shall comply with this clause 15 or is subject to confidentiality obligations materially similar to the terms of this clause 15, and such Party shall be liable for act or omission by such person which would, if carried out by that Party, have been a breach of this clause 15.

15.2 Confidentiality exceptions. The provisions of clause 15.1 shall not apply to:

(a) any information that is in the public domain other than by breach of this Agreement;

(b) information lawfully in the possession of the receiving Party before disclosure thereof by the disclosing Party;

(d) information required to be disclosed by a court of competent jurisdiction, governmental body or other competent authority.

16 CANCELLATIONS, TERM AND TERMINATION

16.1 Term. This Agreement shall be deemed to commence on the Commencement Date and, unless terminated earlier in accordance with its terms or this clause 16, it shall expire upon completion of the Services pursuant to the relevant IO.

16.2 Mutual Termination for breach and insolvency. Either Party may terminate this Agreement or terminate or cancel all or any part of an IO with immediate effect by giving notice in writing:

(a) if the other Party commits any material breach of any of the provisions of this Agreement and, in the case of a breach capable of remedy, fails to remedy such breach within 30 days of receipt of a written notice from the Party giving full particulars of the breach and requiring it to be remedied;

(b) if the other Party experiences an Insolvency Event; or

16.3 Suspension of IO. Without limiting its other rights or remedies, Deliveroo may suspend provision of the Services under this Agreement and/or under any other IO between Advertiser and Deliveroo if Deliveroo reasonably believes that Advertiser will become subject to an Insolvency Event.

16.4 Cancellations. Unless other cancellation terms are specified in the IO, Advertiser or Deliveroo may cancel the IO in whole or in part, by giving not less than 30 days’ notice. Cancellation fees may apply to Services cancelled by Advertiser as stated on the IO. If the Advertiser cancels the Services in whole or in part after execution of the IO but prior to the Ad Placements going live, the Advertiser shall pay the cancellation fee as set out in the IO. Deliveroo may cancel the IO in whole or in part without liability, immediately on written notice to Advertiser, if Deliveroo is required to comply with a change in any law or other regulation or a decision by a governmental entity or agency is enacted or implemented during the term of this Agreement, in each case which in Deliveroo’s reasonable opinion may negatively impact the provision of the Services, the Advertiser or the campaign.

16.5 Termination by Advertiser. In the event Deliveroo amends these Terms of Business where such amendment will take effect during the term of any IO under clause 20.5(b) below, then the Advertiser may terminate the IO with immediate effect upon giving written notice to Deliveroo, provided that:

(a) the Advertiser’s notice is received by Deliveroo prior to the later of: (i) the amendment taking effect; or (ii) 15 days after Deliveroo’s amendment notice; and

(b) the Advertiser has not already waived such termination right by affirming its acceptance of the amendment.

17 CONSEQUENCES OF TERMINATION

17.1 At any time after the expiry or termination of the IO, within a reasonable time following receipt of a written request from the other Party:

(a) Deliveroo shall deliver up and/or destroy (at Advertiser’s option) any and all copies of Advertiser Materials and Advertiser’s Confidential Information in its possession or control to the extent reasonably practicable; and

(b) Advertiser shall deliver up and/or destroy (at Deliveroo’s option) any and all copies of Deliveroo’s Confidential Information and Deliveroo Background Materials in its possession or control to the extent reasonably practicable.

17.2 Survival. Any provisions of this Agreement which by their nature or context are contemplated to survive termination shall remain in full force and effect following termination or expiration of this Agreement, together with any payment obligations and provisions that by their nature shall survive.

18 FORCE MAJEURE

18.1 Force Majeure events. No Party shall be liable for a failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any event of Force Majeure.

18.2 Force Majeure obligations. Any Party which suffers an event of Force Majeure must immediately notify the other Party and describe in reasonable detail the nature of the event of Force Majeure and its likely effect on that Party's ability to perform its obligations hereunder. Any Party subject to an event of Force Majeure shall use reasonable endeavours to resume performance of its obligations as soon as reasonably practicable.

18.3 Force Majeure termination. Either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if any event of Force Majeure lasts for more than 30 days.

19 NOTICES

19.1 Any notice or other communication given to a party under or in connection with the Agreement shall be in writing, addressed to the relevant party's representative at the address of the party specified in the IO, and shall be: (i) delivered personally or sent by pre-paid same Business Day post or other next Business Day delivery service; or (ii) sent by email to the email address specified in the IO. Any notice or other communication shall be deemed to have been received: (i) if delivered personally, when left at the address of the party specified in the IO, or if sent by pre-paid first class post or other next working day delivery service, at 09.00am on the second Business Day after posting; and (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, business hours means 9.00am to 5.00pm on a Business Day.

19.2 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.

20 GENERAL

20.1 Precedence. In the event of any conflict or inconsistency between these Terms of Business and the IO, the terms shall prevail in the following order:

(a) these Terms of Business;

(b) the IO, unless the terms of the IO expressly state that they are amending these Terms of Business.

20.2 Assignment. Neither Party may assign or otherwise transfer the benefit of this Agreement to any third party without the prior written consent of the other Party (not to be unreasonably withheld or delayed). Each Party shall be entitled to subcontract the performance of any or all of its obligations under this Agreement to any of its Affiliates without the other Party’s prior consent, provided that such Party shall be liable to the other Party for the acts and omissions of such Affiliates.

20.3 Waiver. No failure or delay by a Party to exercise any right or remedy provided under this Agreement 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.

20.4 Severance. If at any time any one or more of the provisions of this Agreement or any part of it is or becomes invalid, illegal or unenforceable under any law, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired.

20.5 Variation. Deliveroo may make changes to these Terms of Business:

(a) at any time without notice provided that any such changes will only be effective for IOs entered into on or after the date of such change; and/or

(b) on at least 15 days written notice where such change will take effect during the term of any current IO, except where a shorter notice period is permitted under Applicable Law. The modified Terms of Business will be posted at [url].

Any changes to the Terms of Business will not apply retroactively unless permitted under Applicable Law. Except as otherwise stated in this Agreement, no variation of this Agreement shall be effective unless it is in writing and accepted by the Parties.

20.6 Entire agreement. These Terms of Business, together with the terms of the IO, apply to the exclusion of all other terms, including without limitation any terms and conditions or other legal terms sent by you to Deliveroo, and constitute 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. Each Party acknowledges that it has not relied upon or been induced to enter into this Agreement by a representation, statement, warranty or understanding (whether negligently or innocently made) other than as expressly set out in the IO. Nothing in this clause 20.6 shall exclude liability for fraudulent misrepresentation.

20.7 No partnership. Nothing in this Agreement shall create a partnership or relationship of employer and employee or a joint venture between the Parties.

20.8 Third-Party rights. This Agreement does not create any right enforceable by any person not a Party to it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

20.9 Counterparts. An IO may be executed in any number of counterparts each of which when executed and delivered shall be an original, but all the counterparts shall constitute the same instrument. Both Parties consent that the IO may be signed electronically, and such electronic signature shall be deemed valid.

21 GOVERNING LAW AND JURISDICTION

21.1 This Agreement 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.

21.2 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 this agreement or its subject matter or formation.

Photography Service

Last updated: 23 August 2024

Photography Service Terms

These terms apply to your receipt and use of Photography Services and the Images produced as part of those services, and supplements your existing agreement with Deliveroo or us (Roofoods Ltd, company number 08167130).

By clicking “Accept” or by agreeing to receive and use the Photography Services, you agree to comply in full with these terms.

In these terms, capitalised terms not otherwise defined have the meaning given in your existing services agreement with us.

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 continue to use the Photography Services and the Images produced as part of those services after being notified of a change, you’re deemed to have accepted that change.

Providing you with images

You may ask our team to arrange for photographs of your Menu Items to be taken by Smartshoot, a third party provider (the “Photographer”) for use on our platform only (the “Imagery”). If we agree to do so, you will be required to pay the fee set below or which we otherwise agree in writing (the “Imagery Fee”):

No. of Images: 15 | Imagery Fee (incl. taxes): £83
No. of Images: 25 | Imagery Fee (incl. taxes): £126
No. of Images: 30 | Imagery Fee (incl. taxes): £146
No. of Images: 40 | Imagery Fee (incl. taxes): £193
No. of Images: 50 | Imagery Fee (incl. taxes): £221
No. of Images: 60 | Imagery Fee (incl. taxes): £258
No. of Images: 70 | Imagery Fee (incl. taxes): £293
No. of Images: 80 | Imagery Fee (incl. taxes): £330
No. of Images: 90 | Imagery Fee (incl. taxes): £367
No. of Images: 100 | Imagery Fee (incl. taxes): £404
No. of Images: 125 | Imagery Fee (incl. taxes): £497

Each of the photography packages listed above contain 2 hero images.

Scheduling the photoshoot

The Photographer will attempt to contact you via phone and/or email to schedule the photoshoot. Unless otherwise agreed, you will lose your entitlement to the photoshoot if you have not scheduled a time and date for the photoshoot within 10 days of follow-up attempts to reach you being made. The time and location of the photoshoot must be agreed with your Photographer in writing in advance. You must tell the Photographer about any requirements they must comply with when at the location, and any unsafe areas and hidden dangers, prior to or immediately upon their arrival.

Preparing for the photoshoot

Before the photoshoot you shall obtain and maintain the required rights, permissions and/or releases in writing of any third party in respect of individuals, property or third party works and trademarks to appear in the Imagery, and you will: (i) provide us with copies of the same upon request; and (ii) indemnify us in respect of the same.

You must hold adequate and appropriate insurance coverage for the production of the Imagery at the location and in respect of your potential liability under this policy.

You must ensure items are ready to be photographed, in line with any instructions provided by your Photographer, 15 minutes before the Photographer’s scheduled arrival time.

During the photoshoot

The Photographer may bring personnel or assistants and equipment to the location at the time agreed between you and the Photographer for the purpose of providing the Imagery. You are responsible for the safety, wellbeing and security of the Photographer, and accompanying personnel, and their equipment while they are at the location during the photoshoot.

You are responsible for any and all loss, damage or injury suffered by the Photographer and their personnel (including without limitation damage to or loss of their equipment) when at the location, and you will indemnify the Photographer, their personnel and us (as applicable) in respect of the same.

Cancelling a photoshoot

Please contact the Photographer via email (partner-support@smartshoot.com) to reschedule or cancel your shoot ahead of time. If you need to change your photography package, please get in touch with your account manager via the Help section on Partner Hub.

You are responsible for the following cancellation fees:

If you cancel a photoshoot between 12 and 24 hours before its scheduled time you will be charged a cancellation fee of 50% of the Imagery Fee.
If you cancel a photoshoot less than 12 hours before its scheduled time you will be charged a cancellation fee of 100% of the Imagery Fee.

Cancellation fees will be deducted on your next Deliveroo invoice, appearing under the heading INVOICE_CORRECTION_DEBIT.

Using images

Subject to your compliance with these Photography Service Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to use the Imagery on the Platform in the Territory for the time of your Contract in exchange for the Imagery Fee.

We shall own all copyright and other intellectual property rights in the Imagery.

Subject to any amendments made by us to the Imagery, you are responsible for ensuring that the Imagery is an accurate representation and description of the Menu Items that you offer to customers on our Platform (including quality and quantity), and that the Menu Items you offer and provide to customers are and remain at all times consistent with the Imagery.

You must not:

use, or permit any third party to use, the Imagery other than as set out in these Photography Service Terms. For the avoidance of doubt this means you must not use the Imagery, or allow it to be used, on any platform that competes with Deliveroo;
adapt, edit or in any way alter the Imagery; or
use or do anything in connection with the Imagery which may bring us or you into disrepute.

We have complete discretion over how we use the Imagery and, without limitation, we reserve the right in our sole discretion to:

amend the Imagery;
use (including for other partners on our Platform), omit to use, withdraw, suspend or restrict the display of the Imagery on our Platform; and
object to your use of the Imagery at any time. If we do so, you shall remove the applicable Imagery immediately, or as soon as reasonably practicable and in any event within two days of our notification to you.

If you wish to use the Imagery for any other purpose, please get in touch with your account manager via the Help section on Partner Hub, where we will review your request. If we agree in writing to grant you additional usage rights, we will notify you of the licence terms that will apply to use of the Imagery.

Other

We have no liability to you 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 Photography Services or these terms. Subject to the aforementioned exclusion of liability, to the fullest extent permitted by law, our liability for the Photography Services is limited to an amount equal to Imagery Fee paid by you.

If you wish to use your own imagery instead, please refer to the guidance available on the Help Centre, accessible from the Help section on Partner Hub.

If you have other questions about the Photography Service, you can ask them by contacting us through the Help section on Partner Hub.

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