Vendor Terms and Conditions
These Terms and Conditions shall govern the relationship between the Parties, whereby Local and Independent shall provide the Services via the Website for End Customers to view and purchase the Produce offered for sale by vendors (including the Vendor).
“Agreed Order Price” means the amount payable to the Vendor by Local and Independent for the Produce being the amount paid by an End Customer to Local and Independent and received by Local and Independent in cleared funds, less the Service Commission Fee;
“Applicable Laws” means all laws, regulatory requirements and codes of practice applicable to the activities contemplated by the Parties under these Terms and Conditions;
“Confidential Information“ means all confidential information and data of whatever nature of either Party, whether supplied orally or in writing, and however recorded or presented, including trade secrets, financial, technical and marketing information, specifications, ideas, technology, processes, knowledge and know-how, details of End Customers and Purchase Orders (including the End Customer Data), clients, suppliers, prices, discounts, margins and current trading performance and future business strategy;
“Confirmation Email” means the e-mail sent by Local and Independent to an End Customer upon Vendor accepting any Purchase Order in accordance with these Terms and Conditions;
“Effective Date“ means the date on which Vendor accepts these Terms and Conditions, thereby bringing them into full legal force and effect;
“End Customer” means each purchaser of Produce from the Vendor via the Website and to whom the Produce is delivered by the Vendor;
“End Customer Data” means that data relating to any End Customer including their name, e-mail address, delivery address, telephone number and order details, together with any other data submitted by, or collected in relation to, that End Customer in connection with its purchase of the Produce;
“Excluded Produce” means perishables or fresh Produce that are liable to deteriorate or expire quickly;
“Force Majeure” means, in relation to either Party, circumstances beyond the reasonable control of that party, including acts of God, war, riot, civil commotion, fire, flood, adverse weather, terrorist action, nuclear, chemical or biological contamination, the act or order of any governmental, provisional or local authority, epidemic or pandemic, telecommunications failure, breakdown of plant or machinery or default of suppliers of sub-contractors;
“Initial Period” means the initial free-trial period in which the Vendor is able to offer for sale its Produce on the Website without being liable to pay the Service Commission Fee;
“Intellectual Property” or “IP” means trade marks (whether registered or unregistered), logos, trade names, unregistered and registered designs, copyright, database rights, rights in computer software, domain names, rights in confidential information and any and all other intellectual property rights (whether now subsisting or future created) both in the UK and all other countries of the work for the full period of those rights (including any extensions and renewals);
“Indemnified Party“ has the meaning set out under clause 10;
“Local and Independent” means Local and Independent Ltd, a company registered in England and Wales with a company registration number of 13011605 and with its registered office at 45 Replingham Road, London, England, SW18 5LT;
“Local and Independent IP” means any and all IP owned or otherwise licensed to Local and Independent and used by Local and Independent in connection with performing its obligations under these Terms and Conditions, including the End Customer Data;
“Party“ means each of Local and Independent and Vendor;
“Produce“ means any item produced by the Vendor that the Vendor appoints Local and Independent to promote, market and sell for retail on the Website, such item falling within at least one of the following categories: Bread; Chocolate and Confectionary; Christmas Dinner; Christmas Gifts; Drinks (including alcohol (where permitted)); Fruit; Gifts; Meat; Seafood; and/or Vegetables;
“Purchase Order” means the order details of the purchase made by the End Customer on the Website including Produce purchased, the quantity of Produce purchased and the expected delivery timeframe;
“Services” means the services offered by Local and Independent pursuant to these Terms and Conditions and which includes the maintenance and, if applicable, set-up, of the Vendor Page on the Website and the promotion, marketing and sale of the Produce to End Customers;
“Service Commission Fee” means the per-order commission of the total order price that is deducted by Local and Independent in consideration of the Services prior to paying the Vendor the Agreed Order Price for the Produce;
“Territory“ means the United Kingdom of Great Britain and Northern Ireland;
“Vendor” means the retailer contracting with Local and Independent to sell its Produce on the Website in accordance with these Terms and Conditions;
“Vendor IP” means any and all IP owned or otherwise licensed to Vendor and used by Vendor in connection with performing its obligations under these Terms and Conditions;
“Vendor Marks” means any and all registered and unregistered trade mark rights relating to the Vendor’s business, including those protecting the Vendor’s name;
“Vendor Page” means the individualised website page on the Website displaying Vendor information including the Vendor’s biography, details of the Produce and a purchasing link;
“Website” means the Local and Independent website published at the URL www.localandindependent.com from which Vendors advertise and sell Produce and from which End Customers purchase the Produce.
- Local and Independent Appointment. The Vendor hereby appoints Local and Independent to act as its online sales agent of the Produce to End Customers located in the Territory via the Website during the term of these Terms and Conditions and in accordance with these Terms and Conditions, such appointment being non-exclusive. Nothing contained herein shall restrict Local and Independent from having the right to obtain or retain the rights to provide the Services, or services similar to the Services, to any other vendors, including vendors whose business is the sale of produce that may compete with the Produce.
- Local and Independent and Vendor Obligations.
- Local and Independent Obligations. Local and Independent shall:
- subject to notifying the Vendor in accordance with Clause 3.2(a), including agreeing and receiving any fees that may be due from the Vendor to Local and Independent for the following activities, design and build the Vendor Page on the Website, such Vendor Page being subject to the prior written approval of the Vendor. The Vendor Page shall be deemed complete and made live by Local and Independent on the written approval of the Vendor Page by the Vendor acknowledging that its content materially meets the expectations of the Vendor;
- use commercially reasonable efforts to promote, market and sell the Produce in the Territory via the Website;
- not make any materially misleading or untrue statements concerning the Vendor or the Produce (unless such statements have been provided by the Vendor itself).
- Vendor Obligations. The Vendor shall, at no cost to Local and Independent:
- unless Local and Independent notifies the Vendor that it shall carry out such activities, set-up the Vendor Page on which the Produce shall be advertised and available for sale. Local and Independent shall provide, on or around the Effective Date, login details for the Website for the purpose of the Vendor Page set-up, such login details not to be disclosed to any third party without the written permission of Local and Independent;
- provide a description of the Produce which is, to the best of the Vendor’s ability, accurate, complete and error free. Such description must include, in accordance with Regulation (EU) No. 1169/2011 and the Food Information Regulations 2014 (SI 2014/1855), details of any allergens contained in the Produce and any trace risks in the production or packaging procedure. The description shall be, if possible, accompanied by photographs of the Produce;
- provide a wholesale price list of all Produce that it intends to offer for sale on the Website;
- provide confirmation to Local and Independent that it has obtained a minimum food hygiene rating of 3 from the relevant local authority;
- provide any necessary cooperation, information, material, and support (including sales literature) regarding the marketing, advertising, promotion, sale and distribution of the Produce including its address and bank details, and, where it sells alcohol, details and confirmation of its alcohol licence, notifying Local and Independent promptly in the event of any material changes in such information;
- confirm its delivery process (i.e., whether it will deliver to an End Customer’s address or requires the End Customer to click and collect), including any specific sales and/or delivery terms which the Vendor requires Local and Independent to get End Customers to agree to in respect of any sales of its Produce. Such delivery process must also include confirmation that the Vendor operates a “Challenge 25” policy for any age-restricted Produce;
- use packaging for the Produce as supplied by Local and Independent, unless it confirms to Local and Independent that there is a genuine reason that it cannot use such packaging – namely that it affects the delivery or quality of the Produce. Notwithstanding the foregoing, in the absence of using Local and Independent packaging, the Vendor must ensure that suitable packaging is used and that such packaging: (i) is biodegradable (unless otherwise agreed with Local and Independent); and (ii) contains such marketing materials as specified by Local and Independent from time to time;
- provide information relating to its returns and refunds policy so that Local and Independent can provide such information to its End Customers;
- at Local and Independent’s request, provide technical and other support to End Customers and support contact information, escalation procedures, and any other support-related information to Local and Independent in relation to the Produce; and
- maintain the Vendor Page in relation to stocking information of the Produce in accordance with Clause 4.4.
- Sale and Delivery Terms.
- Terms of Sale; Orders. On receiving an order from the End Customer in relation to any Produce, Local and Independent shall, within 12 hours, provide the Purchase Order to Vendor. The Vendor shall, within 12 hours of receipt of such Purchase Order, accept or reject the Purchase Order. If Vendor fails to issue a confirmation within the time set forth herein, or commences performance under such Purchase Order without providing confirmation, Vendor will be deemed to have accepted the Purchase Order. After the communication of acceptance or rejection of the Purchase Order by the Vendor to Local and Independent, Local and Independent shall communicate this to the End Customer by way of a Confirmation Email. Once the Confirmation Email is communicated to the End Customer, a binding contract is entered into between Vendor and End Customer with regards to the sale and delivery of the Produce.
- Price. The Parties agree that the wholesale price list for the Produce as supplied by the Vendor to Local and Independent in accordance with clause 3.2 above is a recommended price list only. However, any Produce sold under these Terms and Conditions to End Customers shall exceed the prices listed on the Vendor’s wholesale price list to a maximum of 12.5% above the price listed.
- Payment Terms.
- The Initial Period shall begin on the Effective Date and conclude 3 months after the Effective Date. During the Initial Period no Service Commission Fee shall be payable by the Vendor such that the Agreed Order Price shall correspond to the price payable by the End Customer for the applicable Produce.
- On expiration of the Initial Period, Local and Independent shall charge the Vendor the Service Commission Fee of 12.5% on the value of each purchase made by an End Customer on the Website. Local and Independent reserves the right to increase the Service Commission Fee annually. If Local and Independent wishes to make such changes, it shall notify the Vendor in writing. The Vendor may either then accept the Service Commission Fee change or elect to terminate these Terms and Conditions in accordance with clause 6.2.
- The Service Commission Fee shall be collected by Local and Independent from the Vendor by:
- the automatic payment system, which shall deduct the Service Commission Fee directly from the purchase price paid by an End Customer for the Produce before transferring the Agreed Order Price to the Vendor; or
- Local and Independent paying the Agreed Order Price for all orders made by End Customers in the previous 7 days to Vendor every 7 days irrespective of the value of such orders.
Either of the payment mechanisms listed at (i) and (ii) above shall be used by Local and Independent to recover the Service Commission Fee at its sole discretion.
- All payments made under these Terms and Conditions shall be paid in GBP and into the Vendor’s nominated bank account.
- Availability/Changes in Produce. Vendor shall:
- provide Local and Independent with 1 month’s notice before discontinuing a line of Produce;
- make clear on the Vendor Page with regards to specific Produce whether it is in-stock or out-of-stock;
- for Produce listed as in-stock in accordance with 4.4(b), ensure that there is sufficient stock to meet the Purchase Orders. If a line of Produce becomes unavailable, the Vendor shall use all reasonable endeavours to update the Vendor Page promptly so that such Produce is then listed as out-of-stock accordingly;
- notify Local and Independent at least 24 hours before the date that Vendor introduces any new line of Produce or replacement of a line of Produce and make such Produce available for sale by Local and Independent on the Website on or before the date it is first introduced in the marketplace.
- Inventory. Subject to clause 4, Vendor shall maintain sufficient inventory of Produce to permit it to fulfil the orders placed by End Customers on the Website as required herein.
- Delivery and Defective Produce.
- Delivery. The Vendor acknowledges and agrees that the contract for sale is between it and the End Customer and that, upon notifying Local and Independent that it is willing to accept a Purchase Order in accordance with clause 4.1 above and Local and Independent sending the Confirmation Email to an End Customer in relation to such Purchase Order, Vendor shall be required to deliver such Produce to such End Customer in accordance with the terms set out in the Purchase Order. Should Vendor require any specific delivery terms to be in place between it and the End Customer it shall notify Local and Independent in advance so that Local and Independent can display such delivery terms on its Website and have the End Customer agree to such terms.
- Defective Produce and Cancellation Rights. If the End Customer determines, within 30 days of delivery of the Produce (or 3 days in the case of delivery of Excluded Produce), that such Produce, as delivered under these Terms and Conditions, is damaged or defective, then Vendor shall be responsible for remedying the defect with the End Customer, such remedy including the potential refund of the defective Produce or the return and exchange of the Produce. In addition, if an End Customer wishes to exercise its cancellation rights and return any Produce (except for Excluded Produce) within the 14 day cancellation period, Vendor shall be responsible for co-ordinating such return and refund for such cancelled Produce. Local and Independent shall notify Vendor of any such request made by an End Customer and Vendor shall assist Local and Independent as required in relation to dealing with such request. The Vendor hereby indemnifies Local and Independent in respect of any costs incurred by Local and Independent as a result of failure to comply with the foregoing, including arranging any refunds/exchanges and/or refunding the End Customer.
- Term / Termination.
- These Terms and Conditions shall remain in force unless and until terminated by either Party upon 28 days’ prior written notice to the other Party. Upon termination, the Vendor’s right to continue to use the Service shall cease
- Termination by Vendor. Vendor shall have the right to terminate these Terms and Conditions if it disagrees with any Service Commission Fee change as notified to it under clause 4.3
- Termination by Local and Independent. These Terms and Conditions may be terminated with immediate effect by Local and Independent giving notice in writing if;
- there is a change in Vendor’s share ownership or management structure or Vendor transfers its assets or business or a substantial part of it to a third party;
- Local and Independent judges, at its sole discretion, that Vendor is consistently unable to fulfil its obligations under the Purchase Orders due to a lack of stock of the Produce;
- Local and Independent judges, at its sole discretion, that Vendor is unable to fulfil its obligations through failure to deliver the Produce to the End Customer in a timely manner or otherwise failing to meet the service levels required by Local and Independent in relation to delivering Produce to End Customers; and/or
- it is deemed by Local and Independent, at its sole discretion, that Vendor is not acting in good faith and in the best interests of the Services being provided by Local and Independent.
- Termination by either Party. These Terms and Conditions may be terminated by either Party in writing with immediate effect:-
- in accordance with clause 12 (Force Majeure);
- if any Party is in material breach of these Terms and Conditions (which, in the case of the Vendor, shall include the warranties at clause 9.1) and either the breach cannot be rectified, or if the breach is rectifiable it is not rectified with 30 days following the other Party providing written notice of the breach;
- if the other Party shall have a receiver or administrative receiver appointed over it or any part of its undertaking or assets or shall pass a resolution for winding up (otherwise than for the purpose of a bone fide reconstruction) or if a court of competent jurisdiction shall make an order to that effect or if the other shall enter into any voluntary arrangement with its creditors or shall be subject to an administration order or shall cease to carry on its business.
- Effect of Expiry or Termination. Any termination of these Terms and Conditions, through expiry or otherwise earlier termination, shall be without prejudice to any other rights or remedies a Party may be entitled to under these Terms and Conditions or at law and shall not affect any accrued rights or liabilities of either Party nor the coming into or continuance in force of any provision of these Terms and Conditions which is expressly or by implication intended to come into or continue in force on or after such termination.
- Effect of Expiry or Termination. On expiry or such earlier termination of these Terms and Conditions for any reason whatsoever;
- Local and Independent shall be entitled to cease the provision of the Services to the Vendor immediately except that it shall fulfil its obligations under these Terms and Conditions with regard to any orders placed by the End Customer prior to the date of termination;
- Local and Independent’s licence to use the Vendor Marks or any other Vendor IP shall cease immediately;
- Local and Independent undertakes to Vendor to cease use of and erase, delete and destroy all copies and references, or procure such deletion or destruction, of the Vendor’s Produce from the Website and any other Vendor materials that are in its possession or under its control;
- Vendor’s licence to use the Local and Independent IP shall cease immediately;
- Vendor shall not promote or make reference to using Local and Independent as its online sales partner and shall delete and destroy all copies of, or procure such deletion or destruction of, and references to the Local and Independent IP that it has in its possession or under its control.
- Intellectual Property.
- Existing IP. All pre-existing rights of ownership in Intellectual Property remain unaffected and, save for as provided in clauses 7.1 and 7.2, nothing in these Terms and Conditions shall grant any licences or rights in or to a Party’s IP to the other Party.
- Vendor IP. Vendor hereby grants to Local and Independent a non-exclusive, royalty free, sublicensable licence, during the term of these Terms and Conditions, to use the Vendor Marks and any associated images, documents, descriptions and/or other material uploaded by the Vendor or otherwise provided by the Vendor to Local and Independent under these Terms and Conditions including, to the extent that Vendor can grant such authorisation, any third party marks licensed to Vendor, such licence being granted to Local and Independent for the purposes of advertising, promoting, and/or selling the Produce via the Website.
- Local and Independent IP. All Local and Independent IP shall, at all times, remain owned by or licensed to Local and Independent. In consideration for payment of the Service Commission Fee, Local and Independent hereby grants Vendor a non-exclusive licence, during the term of these Terms and Conditions, to use the Local and Independent IP solely for the purpose of Vendor advertising the relationship between the Parties and the delivery of Produce to End Customers. The foregoing licence is not sublicensable.
- Infringement. If Vendor becomes aware of any infringement of any Local and Independent IP, or of an actual or threatened claim in connection with such Local and Independent IP then it shall promptly give notice of such infringement of claim to Local and Independent and shall give Local and Independent all assistance necessary to protect such Local and Independent IP.
- Confidentiality and Customer Data.
- Each Party shall at all times during the term of these Terms and Conditions, and after these Terms and Conditions terminate or expire;
- use its best endeavours to keep all Confidential Information confidential and not disclose any Confidential Information to any other person; and
- not use any Confidential Information for any purposes other than to comply with its obligations or exercise its rights under these Terms and Conditions.
- Any Confidential Information may be disclosed by either Party to;
- any governmental or other authority or regulatory body; or
- any of its employees, officers, sub distributors, assignees or agents, to such extent only as is necessary for the purposes contemplated by these Terms and Conditions, or as is required by law and subject in each case to the relevant Party using its best endeavours to ensure that the person to whom the Confidential Information is disclosed keeps the same confidential and does not use the same except for the purposes for which disclosure is made.
- The Vendor acknowledges and agrees that Local and Independent shall own any and all End Customer Data.
- Warranties and Liability
- Vendor represents, warrants and undertakes to Local and Independent that;
- it has the necessary authority to enter into these Terms and Conditions;
- the performance of its obligations under these Terms and Conditions will not breach any contractual or other obligations owed by it to any other person, any rights of any other person or other legal provision;
- the Produce it supplies to End Customers will be of satisfactory quality and fit for purpose, including any purpose made known to the Vendor by such End Customer; and
- it shall, in its performance of these Terms and Conditions, comply with all Applicable Laws, including any product liability and/or food hygiene laws, and that it has, and shall maintain, all licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under these Terms and Conditions, including, in the case of alcohol, any necessary alcohol licences.
- No exclusion. Nothing in these Terms and Conditions shall operate to exclude or limit either Party’s liability for:
- death or personal injury caused by their negligence;
- their fraud or fraudulent misrepresentation; or
- any other matter for which liability cannot be excluded or limited under law.
- No guarantees and liability to End Customer. The Vendor acknowledges and agrees that the Website and the payment platform contained thereon, together with the Vendor Page, is made available to the public on an ‘as is’ basis (with no guaranteed minimum service or traffic levels of any kind) and that it shall not be and is not provided on an error free and/or made available on an uninterrupted basis. The Website and all Services relating thereto are powered by and hosted on third party software and services whose performance Local and Independent cannot and does not guarantee. Vendor further acknowledges and agrees that it is the entity contracting with each End Customer and such agreement is strictly between it and that End Customer and Local and Independent shall not therefore be liable in respect of any loss, harm or liability suffered by the Vendor after Local and Independent enters into such agreement on Vendor’s behalf with such End Customer.
- Excluded liability. Except for liability for indemnification or liability for breach of confidentiality (liability for which shall be uncapped), neither Party shall be liable for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, arising out of or relating to any breach of these Terms and Conditions, whether or not the possibility of such damages had been disclosed in advance by the other Party or was foreseeable, regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
- Indemnification and Insurance.
- Produce Indemnity. Vendor hereby indemnifies Local and Independent, its officers, directors, employees, agents, sub-distributors, subcontractors, successors and permitted assignees (each an “Indemnified Party“) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees, and associated costs of enforcing any right to indemnification under these Terms and Conditions and the cost of pursuing any insurance providers, incurred by any Indemnified Party (collectively, “Losses“), relating to: (a) any claim of a third party arising out of or occurring in connection with the Produce sold to End Customers in accordance with these Terms and Conditions, including any and all claims relating to product liability; and/or (b) Vendor’s negligence or wilful misconduct.
- Non-Circumvention.Neither the Vendor or any of its affiliates shall, during the term of these Terms and Conditions or for a period of 6 months thereafter, notify or actively solicit any End Customer with respect to any further transactions relating to online Produce delivery without first obtaining the prior written consent of Local and Independent to the same. For purposes of this paragraph “notify or solicit” shall not be deemed to include any direct and unassisted contact by an End Customer.
- Force Majeure.
- Neither Party shall be liable for any failure of delay in performing any of its obligations hereunder if such failure or delay is caused by the occurrence of an event of Force Majeure
- If either Party becomes aware of any circumstances of Force Majeure which give rise to, or are likely to give rise to, any failure or delay on its part it shall forthwith notify the other in writing and shall inform the other of the period which it estimates the circumstances will continue.
- If the event of Force Majeure in question prevails for a continuous period in excess of 3 months, the Parties shall enter bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable. If such discussions fail to resolve the event of Force Majeure within a further month then either Party may terminate these Terms and Conditions in writing with immediate effect.
- Entire Agreement. These Terms and Conditions represent the entire understanding and constitute the entire agreement between the Parties in relation to their subject matter and supersede any previous agreement between the Parties as to such subject matter.
- Notices. All notices which are required to be given under these Terms and Conditions shall be in writing and shall be sent to the postal address, fax or email address of the Party set out in these Terms and Conditions or such other address as the recipient may designate by notice given in accordance with the provisions of this Clause. Any such notice may be delivered personally or by first class pre-paid letter or by fax or by e-mail, and shall be deemed to have been served, if by hand, when delivered; if by first class post, 48 hours after posting; if by fax, when successfully despatched in full and, if by email, on the day of receipt and if received after 5.30pm, the day after.
- Severability. If any provision in these Terms and Conditions is, in whole or in part, held by a court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable under any enactment or rule of law then that provision or part thereof shall to that extent be deemed not to form part of these Terms and Conditions and the enforceability and validity of the remainder of these Terms and Conditions shall not be affected.
- Amendments. No amendment to these Terms and Conditions shall be effective unless it is in writing and signed by both Parties.
- Waiver. No forbearance, delay or indulgence by either Party in exercising or enforcing the provisions of these Terms and Conditions shall prejudice or restrict the rights (whether provided by these Terms and Conditions or by law) of that Party.
- Cumulative Remedies. All rights and remedies provided in these Terms and Conditions are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise.
- Assignment. Vendor may not assign or subcontract any of its rights under these Terms and Conditions without the prior written consent of Local and Independent (not to be unreasonably withheld or delayed). Any purported assignment or delegation in violation of this clause shall be null and void.
- Successors and Assigns. These Terms and Conditions are binding on and inure to the benefit of the Parties to these Terms and Conditions and their respective permitted successors and permitted assigns.
- Rights of Third Parties. For the purposes of the Contracts (Rights of Third Parties) Act 1999, and notwithstanding any other provision of these Terms and Conditions, these Terms and Conditions are not intended to, and do not, give any person who is not a party to them any right to enforce any of their provisions.
- Governing Law & Jurisdiction. These Terms and Conditions shall be governed by and construed in accordance with the laws of England. Each party hereby irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales.