Terms of Service – MyStr33t Limited


Terms of Service for Merchants


LAST MODIFIED: February 2019


Terms of Service


1. General Description


1.1 Introduction


These Merchant Terms and Conditions is a legal agreement (“Agreement”), between You, as a “Merchant” (as defined below), and MyStr33t Limited (“MyStr33t”), which guides Your use of and access to the Merchant Application (the “Merchant Application”). The Merchant Application is the means by which a Merchant can register with, and sell food items via, the MyStr33t Marketplace (as defined below). In these terms of the MyStr33t Marketplace, the term “Merchants” (or “You”) “refers to food retailers and restaurants, but it may also refer to other food providers e.g. in the convenience store, grocery, cafe or bakery sector.


If You don’t want to be bound by this Agreement, please do not access or use the Merchant Application. MyStr33t may terminate, without notice, Your access to the Merchant Application for failure to comply with this Agreement. By creating an Account in the Merchant Application and/or the Website, You accept this Agreement and agree to be bound by each of its terms.


You also represent and warrant to MyStr33t that:

  • You have the authority to enter into this Agreement (either on Your own behalf or by having an authorized person at Your company agree to the terms set forth herein on Your behalf),

  • this Agreement is binding and enforceable against You,

  • To the extent an individual is accepting this Agreement on behalf of an entity, such individual has the right and authority to agree to all of the terms set forth herein on behalf of such entity,

  • You have read and understood MyStr33t’s Refunf Policy, the terms of which are posted on the Website and incorporated by reference herein.

  • You have read and understood MyStr33t’s Privacy Policy, the terms of which are posted on the Website and incorporated herein by reference (the “Privacy Policy”).


1.2 The MyStr33t Marketplace


The MyStr33t Marketplace is a sales and marketing channel (“MyStr33t Marketplace” or “MyStr33t Platform”) via which Merchants offer surplus food items for sale at a discount to local consumers (hereinafter referred to as “Buyers”). The aim of this service is to enable Merchants to sell surplus food to local Buyers and therefore generate increased profits while reducing both their food waste and environmental impact. Buyers are able purchase items online via MyStr33t Platform and then collect from the Merchant.


2. Purpose


The purpose of this Agreement is to explain the terms and conditions under which MyStr33t will let You use MyStr33t’s Merchant Application through Your mobile device, tablet or computer and/or use the Website (collectively, the “Purpose”).



3. The MyStr33t Marketplace


3.1 Registration


To use the sales and marketing channel service and the features made available through the Merchant Application and Website, You are required to complete a registration process to create a Merchant Account with MyStr33t (“Account”).


When You create Your Account You are given access to use the MyStr33t Platformas made available through its website located at www.MyStr33t.com (the “Website”) and/or via mobile application during the Term of this Agreement (as defined below) solely for the purpose of using The MyStr33t Marketplace (see 1.2 above).


Creating Your Account offers You access to enter and edit Your company details, add and manage the food items You offer for sale, and review the purchases that have been made by Buyers via the MyStr33t Marketplace. In order to create Your Account, it is necessary to provide certain personal and non personal information, which includes but is not limited to, Your name, contact information, company information, company name, the location of Your company from where food will be collected, contact information, billing information, and more. For companies with more than one retail outlet, You will need to create separate Accounts for each outlet as each location will be different.


How MyStr33t may store and use of the personal information provided by You when registering for an Account and/or using the Merchant Application and the Website is set out in the Privacy Policy.


3.2 Creating Your Sales & Marketing


When a Merchant has completed Registration (above) and is logged in to MyStr33t Platform, the Merchant can add surplus food items (hereinafter referred to as “Item(s)”) to be offered for sale. To create an Item, the Merchant has to provide certain Item information such as title, ingredients, quantity or net weight, allergens, regular retail price and discount, expiry dates and more. Each Item must be listed with the correct regular retail price, and must also be discounted a minimum of thirty-three percent (33%) or more.


The Merchant then lists the number of available Items, sets the day and time by which it needs to be collected the (“Collect By” time), and starts a sale through the Merchant Application. After the Item has been posted, the available Items will be shown to the MyStr33t Buyers and will appear in the Merchant list of Items available for sale.


IMPORTANT: It is strictly prohibited to list the regular retail price of an Item on MyStr33t at a higher retail price than the regular retail price charged at the Merchant’s retail location. Any failure to comply with this will result in termination of your Account.


3.3 Order and order confirmation


The logged in MyStr33t Buyer places an order and pays for an Item via the MyStr33t Marketplace. After placing the order, the logged in Merchant will receive an order confirmation via the Merchant Application. This will provide a name of the Buyer and a unique sales reference number. The Merchant will label the Item(s) purchased with the Buyer by name and unique sales reference number and store the Item(s) ready for collection in an appropriate area that meets current UK Food Hygiene Standards as determined by UK legislation and the Food Standards Agency.


3.4 Merchant’s Sales Obligations


After a Buyer has placed an order for an Item made available by the Merchant through the Merchant Application, and an order confirmation has been received by the Merchant, the Merchant is obliged to make the Item that has been purchased available for collection from that time forward until the “Collect By” time.


Items made available through the Merchant Application must be of a standard that meets the description of the listed Item. For example, this means that each Item provided shall be fit for all the purposes for which Items of that kind are usually supplied, be safe for consumption and have satisfactory quality, appearance and finish. The Merchant is solely responsible for maintaining the quality and freshness of the Items sold via the Merchant Application until the Item is collected.


The Merchant will provide food items offered via the MyStr33t Marketplace in compliance with current UK 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 MyStr33t Marketplace, the Merchant can report the problem direct to their regional manager, via the technical support line, or by ringing the telephone number listed on the website.


3.5 Payment for the Item


The Buyer will pay for ordered Item(s) online via the MyStr33t buyer application. MyStr33t may use a payment service provided by a third-party. MyStr33t will automatically charge the Buyer at the time of the order.


3.51 Order Cancellation


The Buyer does not have the right to cancel or change an order once purchased. This restriction of the right to cancel an order for an Item is based on the nature of food which has a limited shelf life remaining or is perishable.


3.6 Collection of an Item


Upon arrival to collect the Item, the Buyer will show the Merchant an order confirmation. This will have a name and unique sales reference number and can be presented via the buyer account in the MyStr33t Marketplace application (shown via phone, tablet or other device), by paper receipt, or in an email.


The Merchant will review the order confirmation and check this against the order in the Merchant Application to confirm that the name and unique sales reference number matches that provided by the person collecting the Item. The item may then be released to the person collecting the Item.


Once the item has been collected the Merchant will mark the Item as collected in the Merchant Application to complete the transaction.


If the Buyer does not collect the order before the “Collect By” time, the Merchant has the right to do as they see fit with the Item ordered by the Buyer. In such cases the Buyer is not entitled to a refund for the ordered Item.


3.7 MyStr33t Fees


MyStr33t charges You 10% (ten per cent) of the gross total order value for each order paid for through the MyStr33t Marketplace. This will be deducted during the payment process and before payment is made to the Merchant.


MyStr33t may, at any point and at its discretion, elect to increase or otherwise amend fees, begin charging fees for use of different elements of the Merchant Application and/or for different levels of subscriptions. In the event that this occurs, MyStr33t will give advance warning of any additional charges.


3.8 Merchant Sales Revenue


Monthly payments will be made to each Merchant. This will comprise the total sales value for Items sold by the Merchant less MyStr33t Fees and online payment processing fees, any refunds processed and any payment processing refund charges. Payments will be made to an account nominated by the Merchant during the Registration process (above). The Merchant can review sales data in the MyStr33t Merchant Application.


3.9 Refunds


If the Merchant has to cancel an order made by a Buyer for reasons such as, but not limited to, unavailability and/or quantity errors, the Merchant must contact the buyer immediately via the MyStr33t Marketplace. The Merchant must also contact MyStr33t directly with the name of the Buyer and the sales order number in order that a refund can be made. Such refunds will be handled by MyStr33t as soon as possible during regular business hours and in accordance with MyStr33t’s Refund Policy


3.10 Reclamations and Service Disruptions


The Merchant, is solely responsible for the Items that they make available through the Merchant Application and via the MyStr33t Marketplace and for the effective collection of the Items by the Buyer. The MyStr33t Marketplace (as detailed above) is provided via a software Platform. MyStr33t Limited is not the retailer, provider or producer of the Items listed on the MyStr33t Marketplace and will not, to the extent permissible by UK law, be liable for the quality of ordered Items, damage caused by provided Items, or errors that may occur during the listing or collection of an order.


3.11 Customer Support


MyStr33t offers support via a nominated Regional Account Manager during normal working hours and via the MyStr33t support centre. Please refer to the Website for up to date information on the support centre’s opening hours.


4. Conditions of Use


4.1 Certain responsibilities


It is Your responsibility to make sure that all information provided by You to MyStr33t is current, accurate, and complete, and that You will maintain the accuracy and completeness of this information going forward.


It is also Your responsibility to maintain all passwords and access codes to the Merchant Application, and refrain from sharing or otherwise permitting third parties to use any such passwords and/or access codes to access the Merchant Application.


4.2 Certain Restrictions


MyStr33t makes every effort to keep the Merchant Application safe and secure but needs Your help to do it by not violating or attempting to violate the security of the Merchant Application or the Website.


Except as expressly permitted under other parts of this Agreement, You may not modify, reproduce, duplicate, copy, publish or create derivative works of:

  • any portion of the Website or the Merchant Application, any content, photographs, descriptions, software, image or other information or any data taken therefrom (collectively, “Content”). For the sake of clarity, this does not apply to content belonging to the Merchant such as for example photos of items from the Merchant in the MyStr33t Merchant Application or Website.

  • any information or materials retrieved from the Merchant in the MyStr33t Merchant Application or Website, which includes graphics and logos, presentations, in whole or in part.


Furthermore, You may not use the Website or Merchant Application for any purpose that:

  • invades any person’s or entity’s privacy or other rights;

  • misidentifies You or impersonates any person or entity, including, without limitation, any employee or representative of MyStr33t;

  • pretends to be someone other than You are or pretends to represent a company or organization that You are not affiliated with or authorized to represent;

  • could otherwise reasonably be deemed or viewed to be unethical, illegal or offensive.


4.3 MyStr33t Rights


MyStr33t shall be entitled to post feedback on its Website, within the Merchant Application (and/or allow others to do so), both positive and negative, regarding any Merchant. In case of negative feedback the Merchant shall have the right to be informed before such feedback is posted.


MyStr33t has the right to at any time suspend or terminate a Merchant’s Account and access to the Merchant Application or non-public portions of the Website if the Merchant violates this Agreement or uses the Merchant Application in a way that is harmful to MyStr33t or any third party.


MyStr33t has the right to suspend or terminate a Merchant Account if the merchant food standard rating (as listed on the Food Standard Agency website http://ratings.food.gov.uk) falls on or below a rating of 3.


Upon termination of a Merchant’s Account, payments owing to the Merchant shall be paid by MyStr33t in accordance with Clause 3.8 above. For any amounts owing from the Merchant to MyStr33t, MyStr33t shall invoice the Merchant and all amounts outstanding shall be paid within [ ] Business Days of the invoice being issued.


5. Content


5.1 Third party content


The Merchant Application and Mystr33t Marketplace Platform provide access to content provided by Merchants and other third parties, including, food item information, pricing, discount information, menus, photographs, graphics and Merchant information (“Third Party Content”).


5.2 Information accuracy


The originator of any Third Party Content is solely responsible for it, and MyStr33t does not and cannot review all Third Party Content made available through any part of the Merchant Application or Mystr33t Marketplace Platform. As such, MyStr33t cannot guarantee the correctness of any Third Party Content or fitness for use of any offers posted on via the Merchant Application and the Website.


Liability


  • In no event shall MyStr33t be liable for any damages arising out of your use of the Merchant Application, or for any loss or damage of any kind incurred as a result of the offers or orders placed by Buyers.

  • MyStr33t will be liable to you for any foreseeable loss or damage that is caused by us as a result of our breach of this Agreement or our failure to exercise reasonable care and skill. Loss or damage is foreseeable if it is either obvious that it will occur or was contemplated by you and us when the Agreement was entered into.

  • To the fullest extent permissible by law, we exclude all representations, warranties, and guarantees (whether express or implied) that may apply to the Merchant Application or Website or any Third Party Content.

  • We exercise all reasonable skill and care to ensure that the Merchant Application and Website is free from viruses and other malware. Subject to where it is unlawful for us to exclude our liability,we accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material that may adversely affect your hardware, software, data or other material that occurs as a result of your use of the Merchant Application.

  • We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of the Merchant Application or Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.

  • Nothing in this Agreement excludes or restricts our liability in any situation where it would be unlawful for us to do so including fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law.

  • Subject to the above, Our total liability to you in respect of any claims arising out of, or in connection with, this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total sums paid for orders placed and fulfilled during the preceding six months prior to the liability arising.



MyStr33t cannot guarantee that the Merchant Application and the Website, including the Content, will be uninterrupted or error free. MyStr33t cannot be held responsible for if the Merchant Application is unavailable or if any Content, information or functionality does not work as expected.


5.3 Intellectual Property


Intellectual Property Rights” means any and all rights in any patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names and e-mail addresses, unregistered trade marks and service marks, copyrights, database rights, know-how, rights in designs and inventions.


All Intellectual Property Rights subsisting in the Merchant Application and the MyStr33t Marketplace shall at all times remain the property of MyStr33t. Nothing in this Agreement shall vest any rights in any material provided by, or otherwise belonging to MyStr33t in the Merchant.


Any Intellectual Property Rights arising from suggestions and recommendations from you to MyStr33t regarding the Merchant Application or Mystr33t Marketplace are the property of MyStr33t and MyStr33t may use such content for marketing purposes.

MyStr33t shall be entitled to display advertising and/or any other content at locations of its choosing within the Mystr33t Marketplace Platform and/or MyStr33t Merchant Application, including without limitation adjacent to Your content.


5.4 Confidentiality


Each party agrees to treat all information of the other party as confidential, not to use such confidential information for any purpose other than to use the Merchant Application and not to disclose such confidential information to any third party except as may be reasonably required by law, and according to this Agreement.


5.5 Non-Solicitation and Non-Competition


For the duration of this Agreementand two (2) years thereafter, Merchants shall refrain from directly or indirectly:

  1. soliciting, enticing, persuading or inducing any individual who is then, or has been within the one-year period prior to the applicable date, an employee of MyStr33t to terminate employment with MyStr33t or to become employed by or enter into contractual relations with any other individual or entity; and

  2. Set up and offer an online marketplace similar to that of the MyStr33t Marketplace offering surplus grocery items sold from its own business and from other similar businesses too.


5.6 Copyright infringement


MyStr33t respects the Intellectual Property Rightsof others, and asks You to do the same. You may not use the MyStr33t Website, Merchant Application, the Content or any other materials from the Website or Merchant Application in any manner that may infringe upon any copyright or other Intellectual Property Right of MyStr33t or any third party.


6. Term and Termination of Account


6.1 Term


This Agreement shall continue in full force until either:

(i) You terminate Your Account, or

(ii) MyStr33t terminates Your access to the Merchant Application or non- public portions of the Website, with or without notice (the “Term”).


When this Agreement is terminated, You no longer have access to the Merchant Application or any other non-public portions of the Mystr33t Marketplace Platform.


6.2 Termination of Account


For purpose of clarity, You are entitled to terminate Your MyStr33t Account at any time. Choose “Delete Account” or any corresponding function in the Merchant Application or contact MyStr33t requesting that your account b deleted. MyStr33t will then delete or anonymise any personal information that can be attributed to You, except for certain information that MyStr33t by law may have to save and archive. Any amounts outstanding following the termination of a Merchant Account shall be payable in accordance with Clause 4.3 above.


7. Data Protection


7.1 As a Merchant, you will also collect, hold, and process Buyers’ personal information in the course of transactions (for example, buyers’ names, email addresses, and telephone numbers). You must have your own privacy policy in place to govern your collection, processing, and holding of Buyers’ personal data. Merchants are, therefore, also considered data controllers under the of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and you will be responsible for complying with your legal obligations and protecting Buyers’ rights under the GDPR.

7.2 Subject to your obligations set out in any data processing agreement we may request you to enter into with MyStr33t, you must only use the personal data of Buyers to the extent necessary to complete a transaction, to communicate about a specific transaction, to communicate via the MyStr33t Marketplace, and/or to respond to messages from them. You may not add any Buyer to any mailing list, use their data for marketing, or retain any payment details. You may only use personal data for additional purposes with their consent.

7.3 If MyStr33t and the Merchant are found to be joint data controllers of any Buyers’ personal data, and We are sued, fined, or otherwise incur any expense because of something you have done with a Buyer’s personal data, you agree to indemnify Us for any expenses incurred by Us in connection with your actions in respect of that personal data. Further details of the requirements of the GDPR can be obtained from the Information Commissioner’s Office.



8. Other


8.1 Force Majeure


MyStr33t 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.


8.2 Changes or updates of the agreement


MyStr33t may change or update this Agreement from time to time, and any such change or update will be set in effect when posting the updated Agreement on the Website or within the Merchant Application.


When MyStr33t makes major changes to the Agreement, we will provide You with prior notice as appropriate under the circumstances, e.g., by displaying a notice within the Merchant Application, the MyStr33t Website or by sending an email. If You do not agree to the changed Agreement, You have the right to terminate Your Account before the changed Agreement come into force.


8.3 Termination of service


MyStr33t reserves the right to modify, suspend, or discontinue the Merchant Application and the Website without any notice at any time and without any liability to You.


8.4 Miscellaneous


All disputes arising hereunder or in connection with this Agreement, the Mystr33t Marketplace Platform, and/or the Merchant Application shall be governed by the laws of England and Wales and shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.



MyStr33t may transfer (assign) our obligations and rights under this Agreement to a third party (this may happen, for example, if we sell our business or use subcontractors). If this occurs, you will be informed by Us in writing. Your rights under this Agreement will not be affected and our obligations under this Agreement will be transferred to the third party who will remain bound by them.





MyStr33t has the right to transfer its rights and obligations under this Agreement. Furthermore, MyStr33t has the right to hire subcontractors for the fulfillment of its obligations. In such cases is MyStr33t fully responsible for the work performed by the subcontractors.


If any part of this Agreement is held to be unenforceable or invalid for any reason, said part will be changed and interpreted to best accomplish its original intent and objectives. Any remaining parts will continue in full force.


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