Merchant Terms and Conditions
1. General Description
These User Terms and Conditions (this "Agreement"), is a legal agreement between you and Ribenti Ltd 9 Devonshire Mews, Devonshire Mews, London, England, W4 2HA, 10489899, an English company ("UGO Fresh"), which governs your use of and access to the Merchant application (as defined below) and the Website (as defined below). If you are unwilling to be bound by this Agreement, please do not access or use the Merchant application and/or Website. UGO Fresh may terminate, without notice, your access to the Merchant application and/or Website for failure to comply with this Agreement.
UGO Fresh may amend this Agreement from time to time, each of which amendments shall be deemed to be upon posting the updated Agreement at the Website or within the Merchant application. You should check the Website, the Merchant application and this Agreement regularly to ensure you remain current on the terms and agreements set forth herein.
1. What UGO Fresh offers
The UGO Fresh service is a platform via which merchants offer take away food items to registered users, and allows users to find local produce at reduced rates. In these terms of UGO Fresh service, the term “merchants” refers to restaurants, but it may also refer to other food providers operating e.g. in the cafe or bakery sector. The aim of this service is to give merchants the opportunity to sell surplus food as takeaway to consumers. The UGO Fresh service allows merchants to gain extra income while decreasing food waste.
The purpose of this Agreement is to set out the terms and conditions under which, among other things, (i) UGO Fresh will license to you use of certain of UGO Fresh’s technology, software and/or services (collectively, the "Services") such that you can utilise the Merchant application through your mobile device or computer, and (ii) you can access and/or use the Website (collectively, the "Purpose"). As stipulated elsewhere in this Agreement, UGO Fresh does not exert any control over any merchants, retailers, commercial ventures or other third parties, and as such is not liable or responsible for any actions taken or omitted to be taken by any such third party.
3. Conditions of Use
To utilise the sales channel service and the features made available through our portions of the Merchant application and Website, you are required to complete a registration process and establish an account with UGO Fresh (“Account”). This is in order to offer you easy access to see your company details, the food items you offer for sale, and the purchases that have been made. In order to register, it is necessary to provide personal information, which includes but is not limited to, your name, contact information, payment information, and more. You represent and warrant that all information provided by you to UGO Fresh is current, accurate, and complete, and that you will maintain the accuracy and completeness of this information on a prompt, timely basis.
UGO Fresh hereby grants you a non-transferable, non-exclusive, revocable, limited license to access and use UGO Fresh 's software platform commonly referred to as " UGO Fresh retailers" (the "Merchant application") as made available through its website located at www.ugo-fresh.com (the " Website") and/or via mobile application during the Term (as defined below) solely for the Purpose. UGO Fresh may, from time to time, update or modify the Website and/or the Merchant application, release new versions of the Merchant application or create new modules related thereto, each of which may, at UGO Fresh's discretion, be included within the license described above. You shall not be permitted to sublicense or transfer any of your rights hereunder including, without limitation, access to the Merchant application.
3.3 Creating a sale
The logged in UGO Fresh merchant creates surplus items to be sold. Each surplus item must be listed with the correct regular price, and must also be discounted 30 percent or more. It is strictly prohibited to list a surplus item at a higher original price than the price charged at the merchant's location.
The merchant then lists the number of available food items, sets the sale times and pick-up time, and starts a sale through the Merchant application or Website. After the sale has started, the available food items will be shown to the UGO Fresh users.
3.4 Order and order confirmation
The logged in UGO Fresh user places the food item order through the UGO Fresh consumer application or Website. After placing the order the logged in merchant will receive an order confirmation in the Merchant application.
3.5 Payment of the order
The logged in UGO Fresh user will pay for the food items through the UGO Fresh consumer application or Website. UGO Fresh may use a payment service provided by a third-party. UGO Fresh will automatically debit the relevant charge from the user at the time of the order. The user does not have the right to cancel or change a confirmed order. The restriction of the right of cancel a confirmed order is based on the perishable nature of food which may spoil or age rapidly.
3.6 Pick up of order, redemption and delivery
The logged in UGO Fresh user should pick up the ordered food item from the merchant premises in a timely manner during the time frame communicated by the merchant. If the user does not collect the order during the given time frame, the merchant has the right to do as they see fit with the food item ordered by the user. In such cases the user is not entitled to a refund for the ordered food item.
If the merchant by any chance has to cancel an order made by a UGO Fresh users for reasons such as, but not limited to, unavailability and/or quantity errors, the merchant can refund the UGO Fresh user through the Merchant application. The refund is handled by UGO Fresh as soon as possibility during regular business days.
3.8 Reclamations and service disruptions
The UGO Fresh service is a convenient marketplace matching merchants' food items with local users. The UGO Fresh service is not the provider or the producer of the food items listed in the service nor is UGO Fresh liable for the quality of the food items ordered through the service or errors that may occur during the pickup of an order. The merchant is responsible for all the user claims concerning the food item(s). UGO Fresh directs the users to the merchant for such claims. The merchants are committed to preparing the food items offered through the service in compliance with the legislation concerning the handling, storing and transportation of food and in accordance with the established principles and practices of the industry.
If the merchant detects a technical error or other error in the UGO Fresh service, the merchant can report the problem through email: email@example.com
3.9 Certain Restrictions
Except as expressly permitted under other provisions of this Agreement, you may not modify, reproduce, duplicate, copy, photocopy, print, republish, display, translate, transmit, distribute, sell, resell, rent, lease, loan, exploit, reduce to any electronic medium or machine-readable form, or otherwise make available in any form or by any means all or any portion of the Website or the Merchant application, any content, photographs, descriptions, drawings, audio materials, text, messages or other information or any data compiled or extracted therefrom (collectively, "Content"), or any information or materials retrieved from either of them, including, without limitation, graphics and logos, presentation, style or organisation, in whole or in part, for any purpose.
You shall use the Merchant application and the Website solely for their intended purposes and shall not use the Merchant application or the Website for the benefit of any third party except as specifically contemplated under this Agreement. Furthermore, you may not use the Website or Merchant application for any purpose that:
is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, or otherwise violates UGO Fresh's rules or policies;
victimises, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or any other classification protected by law;
invades any person's or entity's privacy or other rights;
constitutes unauthorised or unsolicited advertising, junk or bulk email (also known as "spamming"), chain letters, any other form of unauthorised solicitation, or any form of lottery or gambling;
is solicitation or collection of personal information from a child 12 years old or younger without appropriate prior verifiable parental consent; harm minors in any way;
misidentifies you or impersonates any person or entity, including, without limitation, any employee or representative of UGO Fresh, or falsely states, implies, or otherwise misrepresents your affiliation with a person or entity by, for example, pretending to be someone other than you or pretending to represent a company or organisation that you are not affiliated with or authorised to represent; or
could otherwise reasonably be deemed or viewed to be unethical, illegal or offensive.
You shall not violate or attempt to violate the security of the Merchant application or the Website. You shall not reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the Merchant application or the Website, including, without limitation, any of the software comprising or in any way making up a part of the Merchant application or the Website. In addition, you will not export, re-export or permit any third party to export or re-export, directly or indirectly, the Merchant application or the Website where such export or re-export is prohibited by applicable law without appropriate licenses and clearances. You shall defend and indemnify UGO Fresh, its subsidiaries, affiliates, officers, equity holders and employees at your sole cost and expense, from and against any claims, damages, liabilities and/or expenses (including reasonable attorneys’ fees and litigation expenses) arising out of your breach of any of your obligations or representations set forth in this Section 3.4.
3.10 Certain Responsibilities
You shall be solely responsible for maintaining all passwords and access codes to the Merchant application and/or the Website, and refraining from sharing or otherwise permitting third parties to use any such passwords and/or access codes to access the Merchant application or the Website.
3.11 UGO Fresh Rights
UGO Fresh shall be entitled, at its sole discretion, to suspend, restrict and/or terminate, without notice of any kind, your access to the Merchant application or non-public portions of the Website or your UGO Fresh account for any reason.
UGO Fresh charges a percentage of the order value for each order made through the UGO Fresh consumer application. Furthermore, UGO Fresh may, at any point and in its discretion, elect to begin charging fees for use of various portions of the Merchant application, the Website and/or for different levels of subscriptions.
4.1 Information Accuracy
UGO Fresh makes no representation or warranty as to the accuracy or fitness for use of any offers, including, but not limited to, coupons, rebates, discounts, sales etc. posted in the Merchant application or that any third party will honour or acknowledge any such offers, coupons, rebates, discounts, sales etc. posted in Merchant application. UGO Fresh is not responsible for providing any value for any offers, coupons, rebates, discounts, sales etc. posted in the Merchant application. UGO Fresh is not responsible for the change of information in the Merchant application including but not limited to rebate information, pricing, availability or fitness for use. You understand that UGO Fresh does not and cannot review all Content made available through any part of the Merchant application and the UGO Fresh consumer application. UGO Fresh does not warrant that the Merchant application or any functions contained in UGO Fresh content on the Merchant application will be uninterrupted or error free, that defects will be corrected, or that the Merchant application or the server that makes them available are free of viruses or bugs. IN NO EVENT SHALL UGO FRESH OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES (WHETHER CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHERWISE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, A THIRD PARTY’S OFFERS, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT OR OTHER THEORIES OF LIABILITY, AND ALSO REGARDLESS OF WHETHER UGO FRESH WAS GIVEN ACTUAL OR CONSTRUCTIVE NOTICE THAT DAMAGES WERE POSSIBLE.
4.2 Intellectual Property
All trademarks, patents, copyrights and other intellectual property rights owned by either party on the date hereof shall continue to be owned solely by such party, and except as set forth herein, nothing in this Agreement shall be deemed to confer any rights to any such intellectual property on the other party. For purposes of clarity: (i) as between you and UGO Fresh, you shall be deemed to be the sole owner of all Content entered into the Merchant application, UGO Fresh consumer application, or the Website or otherwise posted by you; and (ii) UGO Fresh is the sole owner of the name " UGO Fresh " as well as the Website, the Merchant application, the UGO Fresh consumer application, and all source code, object code, software, content, copyrights, trademarks, patents and other intellectual property related thereto or included therein. All suggestions, recommendations, bug-fixes, error-fixes or other communications from you to UGO Fresh regarding the Merchant application or the Website shall, upon submission to UGO Fresh, be owned solely and exclusively by UGO Fresh. In addition, UGO Fresh shall be entitled to post feedback at the Website, within the Merchant application and the UGO Fresh consumer application (and/or allow others to do so), both positive and negative, regarding any merchant. You acknowledge and agree that the applicable supplier(s) of any third party software included within the Merchant application shall own all worldwide rights, title and interest in and to such third party software (and any intellectual property rights therein), subject to such suppliers' license, if any, of such third party software to UGO Fresh.
In exchange for your use of the Website and/or the Merchant application, you hereby grant to UGO Fresh an unlimited, perpetual, irrevocable, royalty-free, transferable, assignable, sub-licensable, worldwide license to use, reproduce, modify, publish, edit, adapt, store, host, cache, re-format, encode, translate, distribute, commercially exploit, repurpose, perform, publicly display and create derivative works of any and all Content you post to the Website, submit to UGO Fresh or post through the Merchant application, alone or as part of other works in any form, media or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees, in connection with UGO Fresh performing the services described herein. Finally, you irrevocably waive, and cause to be waived, against UGO Fresh and its users any claims and assertions of moral rights or attribution with respect to your Content. UGO Fresh shall be entitled to display advertising and/or any other content at locations of its choosing within the Website and/or UGO Fresh consumer application, including without limitation adjacent to your Content.
4.3 Confidentiality; Non-Solicitation
You agree to treat as confidential all confidential information of UGO Fresh, not to use such confidential information for any purpose other than to the limited extent necessary to use the Merchant application or the Website and not to disclose such confidential information to any third party except as may be reasonably required pursuant to this Agreement and subject to confidentiality obligations at least as protective as those set forth herein. Without limiting the generality of the foregoing, you shall use at least the same degree of care which you use to prevent the disclosure of your own confidential information of like importance to prevent the disclosure of confidential information disclosed by UGO Fresh, provided, however, that in no event shall such degree of care be less than reasonable in light of general industry practice. In addition, during the Term and for a period of one year thereafter, you shall refrain from directly or indirectly soliciting, enticing, persuading or inducing any individual who is then, or has been within the 1-year period prior to the applicable date, an employee of UGO Fresh to terminate employment with UGO Fresh or to become employed by or enter into contractual relations with any other individual or entity.
As a convenience to you and other Website visitors, the Website may contain links to websites that are owned and operated by third parties that are not affiliated with UGO Fresh. When you use these links, you will leave the Website and UGO Fresh will have no ability to protect your interests. You visit linked websites at your own risk and it is your responsibility to take any protective measures to guard against viruses and other destructive elements. UGO Fresh is not responsible for and, unless it expressly states otherwise in writing, makes no warranty or representation regarding and does not endorse any linked website or any service, product or information provided on or through the linked website.
4.5 Third Party Content
The Website, the Merchant application and the Website and Merchant application Content may contain and/or provide access to content provided by third parties, including, without limitation, information, menus, dialogue, opinions, stories, advice, statistical data, text, software, music, sound, photographs, graphics, video, messages, and other materials, whether publicly or privately posted to or e-mailed or otherwise transmitted through the Website or Merchant application ("Third Party Content") that may include content you find to be offensive, indecent or objectionable. The third party from whom or which any such Third Party Content originates is solely responsible for it and UGO Fresh assumes no responsibility to verify, has no control or influence over, makes no representations regarding, and does not guarantee the accuracy, integrity or quality of any Third Party Content. Accordingly, UGO Fresh has no liability of any kind to you or any other person relating to any Third Party Content, including, without limitation, mistake, misstatement of law, omission, falsehood, defamation, obscenity, pornography, profanity, opinion, representation and any other content contained in the Third Party Content or for any loss or damage of any kind incurred as a result of the use of any Third Party Content. Statements of opinion and commentary in Third Party Content are those of the third party and, unless UGO Fresh expressly states in writing to the contrary, UGO Fresh neither endorses nor adopts as its belief any such statements. UGO Fresh may provide information in articles UGO Fresh posts or links to through the Website only for educational and general informational purposes and not as professional advice. UGO Fresh has made no attempt to verify any information contained in any such articles.
4.6 Copyright Infringement
If you believe that your intellectual property or work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide UGO Fresh with the following information in English (your "Notice"):
an electronic or physical signature of the person authorised to act on behalf of the owner of the copyright or other intellectual property interest; a description of the copyrighted work or other intellectual property rights that you claim has been infringed;
a description of where the alleged infringing material is located on the Website or within the Merchant Application;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorised by the copyright or intellectual property right owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property right owner or authorised to act on the copyright or intellectual property right owner's behalf.
In some circumstances, in order to notify the individual or entity who or which provided the allegedly infringing content to which UGO Fresh has disabled access, UGO Fresh may forward a copy of a valid Notice including name and email address to such individual or entity. UGO Fresh can be reached as follows:
All Tax House, 9 Devonshire Mews,
London, W4 2HA
5. Disclaimers and Limitation of Liability
Except as explicitly set forth herein, neither UGO Fresh, its affiliates or any of any such party's equity holders, directors, officers, employees, agents, suppliers, licensors nor the like, makes any warranties of any kind, either expressed or implied, including, without limitation, (a) warranties of merchantability or fitness for a particular purpose, (b) that the Website or the Merchant application will be secure, uninterrupted or error-free, (c) as to a minimum level of uptime for the Merchant application or the Website, or (d) as to the results that may be obtained by you by entering into this Agreement and/or using the Merchant application or the Website. You agree and acknowledge that the Merchant application and Website are licensed and/or provided hereunder on an "as is" basis. In addition, you hereby agree and acknowledge that: (i) UGO Fresh shall not be responsible for any statements or representations made or actions taken by any other party using the Merchant application or the Website or reviewing any of your Content; (ii) UGO Fresh does not recommend or endorse any third parties hereunder, and makes no representations or warranties whatsoever regarding any such third party; (iii) UGO Fresh is not responsible for any other party's compliance with applicable laws, rules or regulations; (iv) UGO Fresh 's services are administrative in nature and UGO Fresh is not responsible for ensuring that any third party honour any offer, coupon, rebate, discount or other obligations such third party may have towards you; (v) UGO Fresh shall not, under any set of circumstances, be responsible or liable for any content, including any content which may violate applicable law and/or a third party's intellectual property rights; and (vi) the Merchant application and/or Website may not function properly or as intended at times.
You are responsible, at your sole cost and expense, for providing all equipment necessary to access the internet, the Website and/or the Merchant application. While it is UGO Fresh's objective to make the Website and Merchant application accessible at all times, the Website and/or Merchant application may be unavailable from time to time for any reason including, without limitation, routine maintenance. In addition, various portions of the Website or Merchant application may operate slowly from time to time. You understand and acknowledge that due to circumstances both within and outside of the control of UGO Fresh, access to the Website and/or the Merchant application may be interrupted, suspended or terminated from time to time. In particular, and not in limitation of the foregoing, UGO Fresh shall not be liable in any way for any delay in responding to an inquiry or question forwarded by you or the effects any delay or unavailability may have on you. YOU AGREE THAT UGO Fresh SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY SUCH INTERRUPTION, SUSPENSION OR TERMINATION OF THE WEBSITE AND/OR APPLICATION AND THAT YOU SHALL PUT IN PLACE CONTINGENCY PLANS TO ACCOUNT FOR SUCH PERIODIC INTERRUPTIONS OR SUSPENSIONS OF THE WEBSITE AND/OR APPLICATION.
UGO FRESH SHALL NOT, UNDER ANY SET OF CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE APPLICATION OR WEBSITE, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, UGO FRESH'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING HEREUNDER OR RELATED HERETO SHALL NOT EXCEED £50.
6.1 Force Majeure
UGO Fresh shall not be liable to you for failure or delay in performing any obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control.
6.2 Term and Termination
This Agreement shall continue in full force until the earlier to occur of (i) either party providing written or electronic notice of termination to the other party (at which point you shall no longer be entitled to access or use the Merchant application or non-public portions of the Website), or (ii) you deleting your account or removing the Application from your device, or (iii) UGO Fresh electing to terminate your access to the Merchant application or non-public portions of the Website, with or without notice (the "Term"). For purposes of clarity, you are entitled to terminate your UGO Fresh account at any time. Upon termination of this Agreement for any reason, you shall no longer be entitled to access or use the Merchant application or any other non-public portions of the Website. In addition to the foregoing, if UGO Fresh determines, in its sole and absolute discretion, that you have breached this Agreement, threatened to breach this Agreement, committed any fraud or deception, breached any UGO Fresh policy in effect from time to time or otherwise failed to conform to the standards required by UGO Fresh, UGO Fresh shall be entitled, at its discretion and in addition to any other remedies it may have hereunder and/or at law, to terminate, cancel or suspend your access to the Merchant application and the non-public portions of the Website, in each of the foregoing cases at any time and for any period of time. UGO Fresh shall not be responsible for the return of any Content of any kind to you upon any termination of this Agreement or suspension of your access to the Merchant application or the non-public portions of the Website, including without limitation any information input into the Application by you. Sections 3 – 7 inclusive of this Agreement shall survive any termination of this Agreement.
6.3 Termination of Service
UGO Fresh disclaims all responsibility and liability for the availability, timeliness, security or reliability of the Services or Merchant application, or any software provided through the Merchant application. UGO Fresh reserves the right to modify, suspend, or discontinue the Services or access to the Merchant application without any notice at any time and without any liability to you.
Unless otherwise specifically provided herein, each party shall pay its own costs and expenses in connection with this Agreement and its activities hereunder. The rights and obligations of the parties under this Agreement shall be governed by the laws of England and Wales, without reference to conflict of law principles, and all disputes arising hereunder or in connection with this Agreement, the Website and/or the Application shall be resolved in the courts of London. You hereby consent to exclusive jurisdiction in England and agree not to raise any defence of forum non-convenience or any similar defence.
Thanks for taking the time to learn about our Terms and Conditions for Merchants.