Last updated: 1 August 2018
"Company" means: Cakes Around Ltd, 2 Guernsey Lane, Swindon, SN25 1UZ, United Kingdom. Registered in England and Wales with Company Number 10380334;
“Baker" means any person, firm or company or unincorporated association which subscribes to the Service by executing this service agreement/ contract;
“Baker Bank Details” means the bank details of the Baker required for transferring payments from the Company;
“Baker Dashboard” means the online portal detailing the Settings and information on baker’s products;
“Commission Charge” means the commission payable by the Baker to the Company in respect of the Service based upon the value of the Order and the percentage commission set out in accordance with Section 19;
“Featured Product Fee” means the fee payable by the Baker to the Company if certain products of the Baker are requested to be placed on the homepage under the relevant location.
“Marketing Services” means the marketing and promotional services available to the Baker from time-to-time;
“Menu” means a detailed list of the Baker’s Products available to the User including Product prices and all other information as required by these Terms;
“Online Payment” means a payment by the User for the Order through the Website;
“Order” means the Users Product choices submitted to the Company via the Website;
“Order Offer” means the offer by the Company to the Baker to process and deliver the Order to the User;
“Order Transmission Method” means the method of accepting or declining Order Offers by the Baker as detailed in the Settings or agreed between the parties from time-to-time;
“Personalised Order” means the order where bespoke requests for products are provided to Bakers
“Products” means food items as set out in the Menu available to Users from the Baker through the Website;
“Services” means the services provided by the Company as disclosed agent for the Baker in accepting Orders from Users via the Website and processing such Orders to the Baker;
“Set-up Fee” means the one-time fee charged by the Company to set up Baker and their products, any on-boarding costs and any promotional material; which is payable by Baker to the Company;
“Settings” means the Baker email settings and Dashboard Password for the Baker Dashboard;
“User” means any person that submits an Order via the Website;
“Website” means www.cakesaround.com or such other site as the Company determines from time to time.
Updating Your Information
2.1 The Agreement between the Company and the Baker shall commence on the submission of this signed form by the Baker and Company and shall continue until terminated by either party in accordance with clause 4.12 or clause 11.
2.2 The Baker shall provide true, accurate and complete information about itself and its business as requested from the Company from time-to-time including full contact details, email addresses and mobile telephone number (“the Information”).
2.3 The Baker shall maintain and promptly update the Information the Company holds about the Baker to keep it true, accurate, current and complete. The Baker shall review the Baker Dashboard on a regular basis and promptly advise the Company of any changes.
2.4 The Baker shall advise the Company of any changes (incl. prices) to the Menu within 24 hours of any such change. The Baker shall be solely responsible for the accuracy of the Menu.
2.5 The Baker shall inform the Company of any allergy information in relation to the Products available on the Menu in accordance with all applicable laws, regulations and codes of practices and industry standards whether binding or not.
2.6 The Baker undertakes to obtain and at all times maintain all necessary licences and consents and to comply at all times with all applicable laws and regulations including but not limited to all health and safety and data protection legislation.
2.7 The Baker shall inform the Company immediately of any investigation by any Government body into the Baker or its business practices and disclose to the Company the results of such investigation.
2.8 The Baker is solely responsible for maintaining the confidentiality of the Baker Dashboard Login Id and Password and is fully responsible for all activities that occur using such ID and password. The Baker agrees to notify the Company immediately if at any time it becomes aware of any unauthorised use of its account or any other breach of security.
2.9 An email is sent to the Baker when an Order is placed. The Baker is responsible for responding to an Order received and if the Baker is not possible to satisfy the Order, then the Baker should reject the Order within 24 hours of Order email being received. If no action is taken within 24 hours, then the order will be considered as confirmed.
2.10 Any holiday periods or period of inactivity where the Baker will not be available to satisfy Orders should be communicated to the Company at least ten calendar days in advance to the start of the inactive period.
3. Order Acceptance and Products
3.1 The Company procures Orders from Users on behalf of the Baker, and transmits these Orders to the Baker in the form of Order Offers.
3.2 Unless an Order is declined it implies acceptance of these Terms by the Baker, and forms an agreement between the User and Baker for the Baker to provide the Products to the User, as described in the Order Offer.
3.3 Products offered to Users by the Baker through the Service, and Orders procured by the Company on behalf of the Baker, must not be disadvantaged in any way or receive a lower level of service or inferior sale conditions when compared to the goods and services offered by the Baker direct to members of the public and orders received direct from members of the public.
3.4 The use of e-mail shall be considered by both parties as a constituting written communication.
3.5 We reserve the right to remove photos which don’t fit the Company’s image resolution criteria or if the Company feels they aren’t to the standard the Company is expecting.
3.6 A Personalised Order if finalised between the User and the Baker outside the Service, will need to be notified to the Company within three (3) days of Order Confirmation. If this is not adhered to, a 20% penalty (of order value) will be charged to the Baker.
3.7 Disputes: Users might complain about a service or product delivered by the Baker. In such circumstances they will be marked as ‘Disputed’. Any orders left in ‘Disputed’ state will need to be sorted between User and Baker before the relevant payment is made. If the User is expected to get a refund, the Company will pay it on behalf of the relevant Baker.
3.8 The Order should be normally ready within one hour of the advertised store opening time on the date the Order has been requested for or a time agreed with the User before the delivery/ pickup date.
4. Fees & Payments
4.1 The fees payable by the Baker for the Service consists of:-
4.1.1 the Commission Charge;
4.1.2 the Set-Up Fee;
4.1.3 the Featured Product Fee (optional);
4.2 The Commission Charge will be due and payable to the Company for every Order (except if an Order is cancelled by Baker within 24 hours of receiving Order Offer email). The Commission Charge is calculated using the Company's data and records and is binding upon the Baker.
4.3 The Company will provide the Baker each calendar month with a summary detailing the Orders completed by the Baker during the preceding month (“Monthly Orders”) and detailing the Monthly Fee (if applicable) and Commission Charge payable by the Baker to the Company in respect of the Monthly Orders. The Monthly Order Invoice will be sent to Baker by the 7th of every calendar month.
4.4 The Company will within seven (7) days from the date of the Monthly Orders Invoice transfer to the Baker by bank transfer the balance of the Online Payments as set out in the Monthly Order Invoice.
4.5 The Company reserve the right to deduct any amounts owed to the Company by the Baker out of the Online Payments before the balance of those payments is transferred to the Baker.
4.6 In the event that the Online Payments are less than the total due to the Company as set out in the Monthly Orders Invoice the Baker shall pay the difference as set out in the Monthly Orders Invoice to the Company within 14 days of the date of the Monthly Order Invoice.
4.7 Value Added Tax (VAT), where applicable, will be added at the appropriate rate to the total of all charges shown on the Monthly Orders Invoice.
4.8 Any Monthly Order Invoice which is overdue will be charged interest at 2.5% per month or part thereof from the due date of payment until the actual date of payment. In the event of any account being referred to a third party for collection, a surcharge of 5% over HSBC PLC base rate will be levied on such amount, in addition to any legal charges incurred by the Company as a result of the overdue account.
4.9 In the event that the Monthly Order Invoice remains unpaid after the invoice due date, the Company may discontinue, withhold or suspend the Service. The Company will not and cannot be held liable for loss of business, revenue or goodwill resulting from the suspension, withholding or discontinuation of the Services.
4.10 If the Baker disputes the Monthly Order Invoice, the Baker must notify the Company in writing within 7 days from the date of the Monthly Order Invoice. Failure to notify the Company shall result in a waiver by the Baker of any claim relating to the disputed invoice.
4.11 The Baker acknowledges that if payment is withheld due to the failure by the Baker to comply with the Order or due to misuse of the credit/debit card (valid proof being provided) the Baker will not be entitled to payment from the Company.
4.12 The parties agree that the Company may review and increase the Monthly Fee and Commission Charge, provided that such charges cannot be increased more than once in any 6 month period. The Company shall give the Baker written notice of any such increase 14 days before the proposed date of that increase. If such increase is not acceptable to the Baker, it may, within 14 days of such notice being received terminate the agreement with immediate effect by giving written notice to the Company.
4.13 With respect to Personalised orders, if payment for the finalised order is not processed through the Company then the Company shall not be held responsible for the validity and non-payment of the Order by the User.
4. 14 Featured product fee is paid in advance on a monthly basis (if applicable). If it is started after the 1st of a calendar month, then the fee will be prorated for the first month.
A party (“Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to, or otherwise obtained by the Receiving Party from the other party (“Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.
6. Assignment & Subcontracting
6.1 The Baker shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under this Agreement without the prior written consent of the Company.
6.2 The Company may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under this Agreement and may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent.
7 Service Availability
The Company intends to make the Website available to Users for a period of 24 hours per day but offers no guarantee that the Service will be available at any particular time or continuously. The Company will not be responsible for any lack of availability or applicability of the Website.
8. Limitation of Liability
8.1 The Company will not be liable to the Baker for negligence or in any other circumstances for any lost data, lost income or lost profit or any other indirect or connected loss that the Baker or anyone else suffers.
8.2 Users will be invited to submit ratings and reviews that are published on the Company's website. These represent the opinions of the Users and are not endorsed or approved by the Company in any way.
8.3 Nothing in these Terms shall exclude or limit the liability for death or personal injury resulting from the Company's negligence or that of its agents or employees.
8.4 This clause 8 shall survive termination of the Agreement.
9.1 The Baker shall keep the Company indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by the Company as a result of or in connection with:
9.1.1 any claim made against the Company by a third party arising out of, or in connection with a breach of, negligent performance or failure or delay in performance of this Agreement by the Baker, its employees, agents or subcontractors; and
9.1.2 any claim brought against the Company for actual or alleged infringement of a third party's Intellectual Property Rights; and
9.1.3 any claims made by Users relating to an Order supplied by the Baker; and
9.1.4 any claims made by Users relating to the failure by the Baker to fulfil such Orders.
9.2 This clause 9 shall survive termination of the Agreement.
10. Intellectual Property
10.1 You may not print, copy, reproduce, download, re-publish, modify or reuse the materials available through the Service for anything other than personal, non-commercial use, including in particular any purpose which publicly resells or re-uses the materials, without the prior written consent of the Company.
10.2 All copyright, trademarks and other intellectual property rights relating to this Service (including without limitation the business name, website design, text, graphics, logos, images and all software, databases and source code connected with the Service (“the Intellectual Property Rights”)) are owned by or licensed to the Company or otherwise used by the Company as permitted by law.
10.3 The Baker may include the Company's logo on its promotional material for the purpose of advertising the Service to potential Users, but advise the Company when doing so.
10.4 The Baker acknowledges that cakesaround.com and the Cakes Around logo are trademarks of the Company.
10.5 The Baker warrants that their business name, menu, logo and any other materials used as part of the Service (“the Baker’s Intellectual property Rights”) by the Company do not infringe or conflict with the Intellectual Property Rights of any third party.
10.6 The Baker grants to the Company a nonexclusive, royalty-free, perpetual worldwide licence to copy, re-produce, publish, display and use the Baker’s Intellectual Property for the provision of the Service.
11.1 The Company may at any time, without notice and at its sole discretion, withdraw or restrict any of the Services and/or access rights to the Service.
11.2 The Company may without prejudice to its other rights or remedies, terminate this Agreement immediately by written notice to the Baker.
11.3 The Baker may terminate this Agreement with the Company for any reason by giving at least fourteen (14) days written notice. The Company shall suspend the Service provided to the Baker within seven days of receiving this written notification.
11.4 On termination of Services offered by the Company to the Baker, all duties of the Company under this Agreement will be terminated.
11.5 Any sums owing to each party upon termination or suspension of this Agreement shall be calculated and paid in accordance with clause 4.
Subject to amendments made in accordance with clause 4.12 the Company reserves the right to make changes to these Terms by providing the Baker 14 days written notice of any changes.
13. Governing Law
This Agreement and all orders accepted under it shall be governed and interpreted according to the laws of England and Wales and the Baker agrees to submit to the non-exclusive jurisdiction of the English courts.
If any part of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms.
15. Entire Agreement
This Agreement constitutes the entire agreement between the parties relating to the subject matter and extinguishes any previous written or oral representations given or made by the parties or any representatives of the parties.
16.1 Unless otherwise stated in the Agreement, notices that the Baker sends to the Company shall be sent by email to email@example.com while those sent by the Company to the Baker shall be sent by email to the Bakers email address as detailed in the Baker Dashboard at the date of the communication.
16.2 Any communication by email or SMS shall be deemed to have been made at the time and date of transmission.
17. Force Majeure
17.1 The Company shall not be liable to the Baker as a result of any delay or failure to perform its obligations under this Agreement as a result of a Force Majeure Event. A Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to acts of god, war (or threat thereof), any act or threatened act of terrorism, civil commotion or industrial dispute.
18.1 The charges and services agreed for the price between the Baker and the Company is set out below: Set-Up Fee: £9.99 Commission Charge: 10% of total order value until 1 Jan 2019, and 12% thereafter
Copyright 2019 Cakes Around. All rights reserved.
Registered in England and Wales., Company No. 10380334
Copyright 2019 Cakes Around. All rights reserved.
Registered in England and Wales., Company No. 10380334
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