Terms and Conditions for Stores

Marketplace Service Terms of Use

Last updated: 22 November 2022

Orpay Ltd, hereinafter “we”, “our”, “Orpay” or the “Company”, is a limited liability company incorporated and registered in England and Wales, with registered office is at Flat 4, 62-66 London Street, Reading, England, RG1 4SQ, United Kingdom. The Company registration number is 12965827. You may contact us at support@orpay.co.uk or by using our messaging facility at orpay.co.uk.
These terms apply to your access to and use of the Company’s Marketplace Service as a cooperating restaurant and food and drink store, or a cooperating retail store (together the “Partner”) on our mobile phone application (the “Platform”).

By accepting a ‘Delivery’, ‘Pick-up’ or ‘Dine-in’ order (together the “Services”) 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) if required by Orpay from time to time is a condition of this contract coming into effect.

If you have questions about these terms or how the Marketplace Service works with Orpay please visit orpay.co.uk for more information, or you may contact us through at support@orpay.co.uk or through our messaging service at orpay.co.uk. You may also find answers to your questions to our Help Centre.

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

What is the Marketplace Service

Through its Marketplace Service, Orpay will provide you with an online ordering process that enables customers/ users (the “User”) to place orders with you for delivery (the “Delivery Orders”), pick-up (the “Pick-up Orders”) and dine-in (the “Dine-in Orders”) through our Platform. The Delivery Orders will be delivered by your own fleet of delivery riders (the “Riders”) and the Dine-in Orders will be served by your staff at your venue (the “Venue”), provided that you offer a dining/ table/ sit-in service. You can learn more about our Marketplace Service at www.orpay.co.uk.

By registering your business to the Marketplace Service, you authorise Orpay 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 User payments owed to you in respect of those orders. Users can pay for orders using the online payment method provided in the mobile application.

User payments made in respect of orders placed with you through the Marketplace Service will be transferred to your Stripe account; payment to Orpay through settles the User’s payment obligation to you for these orders.

When you register your business to the Marketplace Service, you will be able to set up your Stores through the Manager App. Under your Business Account you can set up and manage multiple stores. You will be able to use the Marketplace Service for any of the Stores associated with your Business Account and each store will appear on the Platform separately.

Receiving Payments

You will need a Stripe account linked to each of your stores before launching your store live on our Platform. You will be able to access the onboarding link with Stripe when you set up a new store after your registration with the Platform. You’ll need to ensure that your account status with Stripe is fully verified as requirements can vary by country (visit Stripe for more information). It is your responsibility to fulfil any VAT obligations with your local tax authorities.

Marketplace Service Fees

Your use of Orpay Services is subject to our applicable service fee (Marketplace Service Fee) which may vary from time to time and by Partner. For each order made through our platform you will pay the Marketplace Service Fee which is calculated as a percentage per order on the final amount paid by the User (inclusive of VAT and excluding any delivery fees if applicable), plus VAT at the prevailing rate.

We reserve the right to change the Marketplace Service Fee at any time, and will give you a notice before doing so and you can opt-in to continue using our platform. Please contact us support@orpay.co.uk or through our messaging function on our website to provide you with more information on services and rates.

The final payment you receive is an amount equal to the final amount of an order plus any delivery fee charged and any tips paid during the checkout, less the Marketplace Service Fee and less any card/ Stripe processing fees.
You are responsible for making any relevant adjustments for refunds to be paid to customers during the relevant payment period.

What we will do

If you are new to the Marketplace Service, when you submit your request to register on our Platform, by default you accept these terms and we will then onboard you onto our Platform as a Partner; You agree that we may subcontract part of the onboarding process.
We will, subject to our rights to suspend your use of our Services under these terms, display your site/s and menu items on the Platform as available for ordering.
We will facilitate and implement a real-time ordering process which will enable customers to place and pay for orders on the Platform.

What you must do

You must:

Onboarding and set-up

You will need a verified Stripe account before launching each of your stores on our platform.
Provide all information, materials and assistance reasonably required by Orpay to onboard you to the Platform or launch our Services for you. You must ensure that the information you provide to Orpay and customers in or in respect of your use of the Marketplace Service is complete and accurate in all material respects.
If you are new to the Platform, provide accurate descriptions of menu items to be offered in the Marketplace (including any relevant allergen advice mentioned in the item long description 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.

Display any Marketplace Service signage provided by Orpay in accordance with our instructions.
You are responsible for setting the fee that consumers pay for delivery for Delivery Orders.

Use of Marketplace Service

Keep your menu up to date - by making your own changes through the Manager Apps.
Ensure that all relevant menu items are available to be ordered by a User during your opening hours, and accept and reject orders as appropriate. You should not accept cash payment for orders.
Ensure that all orders are packaged in a way that avoids tampering, minimises spillages, and maintains the order at an appropriate temperature.
Ensure that orders are prepared using all due skill, care and diligence, 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, contain allergens, or are suitable for vegetarians and/or vegans);
(b) are not harmful to health or the environment;
(c) have been properly cooked or prepared and are otherwise safe, fit for consumption and palatable;
(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 order.
Take account of any additional requests made by users on orders.
Provide each User with an official receipt for their order if they ask for one (and a VAT receipt, if applicable).
Ensure that Users are at all times treated in a professional manner by staff and are provided with access to a safe dining area in accordance with the latest Covid-19 related government guidance.
Use your best endeavours to resolve any customer complaints or requests in a cooperative, timely and professional manner with the customer - unless the customer complaint relates to their use of the Platform generally or payment processing; Orpay does not provide customer support for orders.
Ensure that Pick-up Orders are available for collection by customers in a timely manner.
Ensure that the order number on the Pick-up or Delivery Order packaging corresponds with the order number provided by Orpay before the order is handed over to the User.
Ensure that Dine-In orders are served to the correct table number
Ensure that for Dine-In orders, all designated sit areas/tables display the correct sit number
Keep the Pick-up Order for up to a reasonable amount of time if the customer fails to collect it on time.
Ensure that you are available to be contacted by Users regarding an order.
Ensure that you reach out to Users using their contact details regarding any issues with their order, and to ensure proper delivery of their Delivery Order

Complaints, Cancellations and Refunds

Orpay is not responsible for notifying you or the User regarding any cancellation and we are not responsible to process any refunds or to receive or handle any complaints regarding any of your orders.

For any complaints regarding the order Users will contact you directly and you are responsible to resolve the situation at your discretion and process any refunds if required.
For any order cancellations the Users will contact you directly and you are responsible to cancel and provide a refund for the order if preparation of the order did not start. If you have not yet accepted the Dine-in Order you are responsible to process the refund. It is at your discretion to process a refund for a cancellation made after the order has been accepted, if preparation of the order did start.
If the indicated table number on a table is wrong while an order has been placed, you are responsible for serving the Items order to the User at the correct table or processing a refund accordingly. Orpay is not responsible for notifying you of such a situation. Customers may notify you of such a case using their order number.
You have the right to refuse to sell any age restricted product to any person unless they can provide a valid photo ID proving that they are aged 18 or over. You may also refuse to sell alcohol to any person who is, or appears to be under the influence of either alcohol or drugs. If the sale of any age restricted product is refused, it is at your discretion to process a refund for the relevant items to the card from which you paid for your Order.
If you need to cancel an order you must notify the User of the order by contacting them directly to the contact details provided and you must process a full refund to the User for their order and any delivery fees if applicable.

For further information on how to process refunds through Stripe, please click here: https://support.stripe.com/topics/refunds

Service Standards

Use reasonable endeavours to reject a minimal number of orders received through the Platform.
Use reasonable endeavours to ensure that orders are prepared and handled to Users at the time communicated on the Platform.
Use reasonable endeavours to ensure that no more than 1% of 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 Orpay policies made available to you from time to time.
Cooperate with Orpay and provide, in a timely manner, such assistance and information as Orpay may reasonably require.
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 Orpay 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 Orpay Service and your fulfilment of Orpay Orders. You must use reasonable endeavours on a continuing basis to ensure that no form of slavery is takes place in your supply chains

Equipment

You will need a device such as a tablet connected to the internet to start accepting orders. You can connect from as many devices as you like in your store and authorise access to different members of your team. You may also use your own printers if you wish to print the order tickets.

Once you are onboard with Orpay, we will make the software available for use on the equipment so that you can use the Marketplace Service. This software constitutes Orpay 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 Manager App, 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 Orpay’s intellectual property (Orpay IP). We grant you a limited, non-exclusive, non-transferrable, non-sublicensable, revocable licence to use the Orpay IP in the country you operate in during the term of our agreement for the sole purpose of using Table and/or Collection Service.

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

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

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

Except for these limited licences:

Orpay retains ownership of and all rights in and to Orpay 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 the 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 and suspension

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

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 TABLE AND COLLECTION SERVICE, ORDERS PLACED BY CUSTOMERS USING TABLE AND COLLECTION SERVICE OR THESE TERMS.

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

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 the 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.

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 our of or in connection with these terms.

If you contract with Orpay Ltd, these terms are governed by the laws of England and Wales. If you contract with Orpay Ltd, 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.

Data protection

We will each comply with our respective obligations set out in the Data Protection Schedule.

Data Protection Schedule

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, Orpay and/or Table and Collection 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 Table 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 User’s 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 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 this Schedule 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 Orpay’s consent.

Last updated: 22 November 2022

Orpay Ltd, hereinafter “we”, “our”, “Orpay” or the “Company”, is a limited liability company incorporated and registered in England and Wales, with registered office is at Flat 4, 62-66 London Street, Reading, England, RG1 4SQ, United Kingdom. The Company registration number is 12965827. You may contact us at support@orpay.co.uk or by using our messaging facility at orpay.co.uk.
These terms apply to your access to and use of the Manager Apps as a cooperating restaurant and food and drink store, or a cooperating retail store (together the “Partner”) on our and mobile phone application (the “Platform”) and supplement your existing agreement governing your use of the platform (the Agreement) with Orpay.

These terms form a contract between you and Orpay, which commences on the later of the date of your acceptance and the date on which you have completed the onboarding with the Platform. We advise you to save a copy of these terms for your records. We may make changes to these terms, so please 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.
These terms are also subject to any separate agreement entered into by you and Orpay in relation to your access or use of the Manager Apps.
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 use of the Manager Apps. By accepting these terms, you agree that notwithstanding the terms of your Agreement with us:

Orpay won’t launch your sites and menu items on the Platform - you’ll do this yourself.

When you’re happy with your details and menu, you can publish it to the Platform.

What are the Manager Apps

The Manager Apps enable you to create and manage your Stores and Store details, create and/or edit your Menu Items, receive, view and manage live orders, manage team members of your store etc. The Manager Apps include the web application at: https://partners.orpay.co.uk/orpay/Pages/Login.aspx used for all the aforementioned and the Orpay Partners mobile application which is solely used for live orders management.
The Manager Apps are still developing and improving. As such, the Manager Apps may change from time to time. We may discontinue or withdraw certain functions or features. We’ll try and signpost this to you.

Using the Manager Apps

All Orpay Partners have access to the Manager Apps once they successfully onboard on our Platform. You can use the Manager Apps using your Login credentials.

By using the Manager Apps, you acknowledge that you will be amending the information consumers see about your store and menu items. Your store and menu updates will go live to consumers on the Platform shortly after you “save” your edits. We strongly encourage you to double check your menu edits and prices 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 the Manager Apps or the content you upload by using it.

Your use of the Manager Apps 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 Orpay in relation to your access or use of the Manager Apps, we may suspend your access to the Partner Web App without notice.

Ensuring high quality menus

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 Platform, in accordance with any specific requirements we notify you of where any restriction (eg minimum age) applies

If any information uploaded to the Platform using the Manager Apps 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 the Manager Apps from time to time. 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 Platform (depending on the nature of the concern). We reserve the right to edit menu items for display on the Orpay Platform.

Additional requirements for non-restaurants

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

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 Manager Apps updates, we may amend or remove the relevant Menu Items, and suspend you from the Orpay Platform.

Rights you grant us

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

Legal terms

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

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

THE MANAGER APPS ARE 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 THE PARTNER WEB APP OR THESE TERMS.
WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE MANAGER APP 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 the Manager Apps, please contact us at support@orpay.co.uk or use our online messaging service at orpay.co.uk.