Terms and Conditions

YUMNOW FOOD CONSUMER TERMS

YUMNOW LIMITED , a company registered in England and Wales under company number 11004257, whose registered office is at 71-75 Shelton Street, London, WC2H 9JQ hereinafter referred to as ' YumNow', ' We ', ' Us' or ' Our' set out the following terms and conditions upon which YumNow offers a licence to a consumer, herein referred to as ' You', ' Your' or ' FC' to use the on-demand, self-service, real-time food ordering, collection booking, delivery services and order processing application (the ' YumNow Platform') accessible via www.yumnow.co.uk (the ' YumNow Site') or direct from the relevant appstore i.e. Appe Appstore of Google Playstore (the ' Terms'). These Terms incorporate Our App Licence, Our Cookie Policy, and the Privacy Statement by this reference (collectively called the ' YumNow Licence').

The App is further licensed to You subject to any rules or policies applied by any appstore provider or operator (the ' Appstore Rules ') from whose site You download or stream the App from (the ' Appstore'). For the avoidance of doubt, We do not sell the App to You. We remain the owners of the App at all times.

MISSION STATMENT

YUMNOW believes that every meal and all food is deserved to be enjoyed rather than going to waste. Our mission is to enable sellers to connect with a wider market of customers through Our mobile application marketplace to offer all their meals at flexible prices and during flexible times in order to make sure that no more meals have to go to waste.

SCOPE

A. YumNow operates a mobile technology platform, accessed through the YumNow application (the ' App'), that connects registered users of the App (each a food provider ' FP' or a food consumer ' FC' or otherwise each known as a ' YumNow User') with each other and third party providers of delivery services (each a ' Courier').

B. The App enables FCs to place Orders with specific FPs for a specific number of specific Item(s) (' Orders') subject to availability, which once fulfilled, will be collected by FCs (or Couriers and delivered to the relevant FCs). Where You collect Your own Order, Your Order will typically be ready to collect within a 10 to 30 mins timeframe but at busier times, this may be longer. Please respect the FP ant their venue when You collect Your Item(s) as there may be people dining on the premises. If You arrive too late, be mindful that the Item(s) will have been waiting for You for that time and You will be required to take the Item(s) "as are". Be careful not to turn up after closing time as You will not receive Your Item(s) and You will still be charged. Upon collection, You must show evidence of Your Order Confirmation to the FP. Please also check that the Item(s) received correspond to the Item(s) in Your FC Order Details. These are Your responsibility.

C. The parties have agreed that YumNow shall provide certain services to the FC in connection with the placing of Orders via the App and the FP's fulfilment of them, subject to, and in accordance with, the Terms herein (' YumNow Services').

D. YumNow shall provide:

a. receipt, and transmission to the FP, of Orders placed by FCs via the App for Item(s) prepared and supplied by the FP; and,

b. in connection with certain Orders from and to certain locations within the Greater London Urban Area , facilitate the connection between the relevant FC and a Courier for the collection of the Item(s) comprising the Order and the delivery of them from the FP to the FC. The nominated Courier operates within this prescribed delivery area only (Greater London Urban Area) to ensure that the FP's Item(s) reach Your door when they are at their best. If You live outside the Greater London Urban Area, the Order will need to be collected by You.

E. The contract of sale in relation to any Item(s) ordered by a FC from a FP via the App is made between the FC and the FP. It is not with YumNow or the Courier. If a FC has any complaint in relation to the quality of the Item(s), YumNow is the first and only point of contact.

F. Any contract for the provision of delivery services is between the relevant FC and Courier (and not the FP) and shall be subject to the Courier's terms of business (' Courier Service Terms'). Where You book a Courier to collect and deliver Your Item(s) to You, if You do not open Your door or respond to telephone calls directed to You within five (5) minutes of the Courier physically reaching the address specified in the FC Order Details, the Courier reserves the right (in agreement with YumNow) to leave. You will be charged for the Item(s).

G. If You are in doubt about allergy warnings, contents of a dish or any other menu information, You are advised to confirm this with the FP directly before placing Your Order. FPs may use nuts in the preparation of certain Item(s). YumNow cannot guarantee on behalf of FPs that the Item(s) are free of allergens.

H. All Item(s) are subject to availability.

1 DEFINITIONS

The definitions to be read with these Terms are set out in full at Clause 20.

2. GENERAL

2.1 By using any of the YumNow Services via the YumNow Site or the App, You expressly agree to be bound by these Terms and all applicable legislation and codes governing the use of the YumNow Services. These Terms form a legally binding agreement between You and YumNow in relation to Your use of the YumNow Services and applies to all FCs.

2.2 You should read these Terms carefully and ensure that You understand their effect before proceeding to use the YumNow Services. If You disagree with any part of these Terms, do not use the YumNow Site or the App for the purpose of accessing the YumNow Services. If You violate these Terms, YumNow may terminate Your use of the YumNow Site and/ or the App, bar You from future use of the YumNow Site and/ or the App and/or take appropriate legal action against You. We may also terminate Your FC Account without notice or liability where there has been in excess of six (6) months continuous non-use.

2.3 We reserve the right to modify these Terms at any time without notice or liability to You including but not limited to all aspects of the YumNow Services such as timings, service offerings, Item Pricing. Any changes We may make to these Terms in the future will be posted on this page and, where appropriate, notified to You by SMS or by email or, when You next start the App or use the YumNow Site to access the YumNow Services, the new terms may be displayed on-screen and You may be required to read and accept them to continue.

3. SIGN-UP

3.1 To make optimum use of the YumNow Site and the App to access the YumNow Services, You must download the App in accordance with the App Licence and register to become a FC. You will need to enter Your name, password, date of birth and email, address and credit/debit card details] and accept all the terms of the YumNow Licence. Your application will undergo verification by SMS or email. Successful verification will result in the activation of a unique login (' FC Login') which will enable You to access Your FC Account. Your email and Your chosen password will constitute Your FC Login and You shall receive a welcome email from YumNow.

3.2 You will keep Your FC Login relevant to the App and the YumNow Services confidential and will not reveal it to anyone else. You are responsible for all activities that are carried out under Your FC Login. We will not be liable where Your FC Login is unlawfully used by another.

3.3 You agree to notify YumNow immediately by email to [email protected] of any unauthorised use of Your FC Login or FC Account of which You become aware. You will not create additional accounts for the purpose of abusing the functionality of the YumNow Site or the App or other registered FCs or for any other reason in breach of these Terms.

3.4 Although YumNow cannot monitor the conduct of FCs off the YumNow Site or the App, it is a violation to use any information obtained from this YumNow Site in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit or sell to any FC or FP without their prior explicit consent.

3.5 You may not transfer ownership or sell Your FC Account to a third party.

3.6 FCs who do not comply with these Terms may be subject to review, which can result in suspension of FC Account privileges and/or termination at any time. This includes all accounts by virtue of association.

4. YUMNOW SERVICES

4.1 YumNow is dedicated to facilitating an on-demand, self-service, tasty, flexible, ethical and exclusive online venue whereupon You can:

a. download the App and register to become a FC with a FC Login and FC Account to access the YumNow Services on the App and the FP Services via the App;

b. scroll through a list of meals provided by Our FP Network members, or find meals (each an ' Item') on a map interface by location search;

c. click the Item You fancy to get more information about it and/ or add it straight to Your basket;

d. review Your Order in Your basket, add a collection and delivery option with a Courier nominated by YumNow;

e. add Item(s) to Your personal wishlist (' FC Wishlist') in order to keep track of certain Item(s) and whether they are available or if there is a special offer;

f. view past Orders;

g. manage Your FC Account preferences in Your FC Account settings, for example:

i. save and store Your FP Favourites so that You can re-use a FP for a subsequent Order without having to perform a new search;

ii. track the status of Your Orders in real-time;

iii. receive and view Notification(s);

h. sort the list of FPs displayed by:

i. price (cheapest first);

ii. percentage discount (highest first);

iii. FP Ratings; or

iv. Most favourited Item.

i. cancel Your Order in accordance with Clause 4.7;

j. benefit from the YumNow Discount all the time and further benefit from additional YumNow Promotions from time to time giving You unrivalled value for Your meal spend; and,

k. double-check Your FC Order Details before confirming Your request for the Order.

4.2 The supply of Item(s) is only an invitation to You to place an Order. Upon placing the Order, You will receive a FC Order Acknowledgement and YumNow will send Your FC Order Details to the relevant FP. The Order Acknowledgement and online confirmation page merely indicates that the Order has been received and is being processed and does not mean that the Order has been accepted by the FP. The agreement between the FC and FP is not final until the FP confirms back to YumNow that they can successfully prepare and fulfil the Order for You. At this point You shall receive a confirmation receipt in the App ( 'Order Confirmation'). Your Order Confirmation will include Your FC Order Details. A Notification will appear under the 'My Orders' tab showing the Order as 'Confirmed' and once the FP picks-up the Order and checks it is all good to fulfil, the status will change to 'In Progress'. The option to add an entry to Your phone's calendar will appear. In the event that a FP cannot accept Your Order request, You will receive a Notification to this effect. The relevant FP has 3 minutes from receipt of Your Order to alert Us if they are unable to accept the Order.

4.3 Collection by FC: If You have chosen to undertake collection yourself, You will receive the FP's address. When Your Order is ready, You will receive a Notification and the status of Your Order will read 'Completed'.

4.4 FC no-show: In the event that You fail to collect the Item(s) at the scheduled YumNow Collection Slot. You will receive a Notification at which point the Order will automatically be cancelled. Should the Courier fail to turn up to collect Your Order at the agreed YumNow Collection Slot, You shall be invited to amend or cancel Your Order.

4.5 Order Completion Delay: In the event that an Order is not ready for collection at the scheduled YumNow Collection Slot, You will receive a Notification which will give You an estimate of the length of the delay and provide You with the option to wait, cancel or choose to amend/ reschedule the collection. The status in Your 'My Orders' will read e.g.' Order Late X mins'.

4.6 FP cancellation: In the event that the FP cancels an Order, You will receive a Notification. You will be refunded any prepayment made. The reimbursement will usually use the same method You used to pay for Your Order.

4.7 FC Cancellation: The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (' CCRs') right for consumers i.e. FCs to change their minds when buying goods/ services at a distance do not apply to these Terms as perishable goods which may deteriorate are exempt from the CCRs. However, You may cancel an Order in some circumstances as prescribed herein. By going to the 'My Orders' tab. You can cancel Your Order at any time prior to raw food having been used to start preparing the Order (a ' Started Order'). Any order cancelled after it becomes a Started Order will not be refundable.

4.8 Whether or not an Order constitutes a successful Completed Order (as defined), You will be invited to anonymously rate the FP's meals..

4.9 All Item(s) are individually priced by Our FPs. Item Pricing is volatile in a competitive (and flexible) marketplace and prices are therefore updated regularly so they may change from time to time. Notwithstanding this, once an Order is placed, the price payable shall remain the price at the time of ordering and shall not be superseded by any subsequent price which is higher or lower than the price payable in Your original FC Order Details.

4.10 YumNow Promotions: From time to time, YumNow may provide You with YumNow Promotions by way of discount coupons or vouchers (as distinct from the YumNow Discount as defined). Provided You submit these with Your Order within any applicable YumNow Promotion Window, these will be processed accordingly. Please note that no more than one (1) YumNow Promotion can be redeemed against any one (1) same Order. A YumNow Promotion cannot be used in conjunction with any other YumNow Promotion.

4.11 Ownership & Risk: Ownership to an Item remains with You at all times and risk lies with You from the time You are in possession of the Item(s) (or the Courier is in possession of the Item(s) at which point, risk lies with the Courier until the delivery has been successfully completed). For clarification, this is physical ownership and risk of the Item(s), YumNow cannot take physical responsibility or ownership of the Item(s) since We are a software company and are not handling any of the Item(s) which are sold/bought through the application.

4.12 FP Services and FP Service Terms: You acknowledge that the YumNow App will indicate available and acceptable timings for completion of an Order i.e. YumNow Collection Slots. You further acknowledge and accept that YumNow are solely responsible for the provision of the YumNow Services (as defined) and it is the relevant FP from which You purchase Your Item(s) that is solely responsible for the following in the provision of the FP Services (which shall be governed by the FP Service Terms):

a. providing the FP Services with due care, skill and ability and to the highest standards expected of those in the relevant industry;

b. ensuring that the YumNow Collection Slot recorded and agreed in Your FC Order Details are adhered to as closely as possible but acknowledging that small delays may be inevitable;

c. the manufacturing, sale, purchase, storage, preparation, production, processing, marking, delivery, quality, ingredients, allergens and/ or handling of the Item(s);

d. keeping the description of the Item(s) factually correct and up-to-date and ensuring stock levels of Item(s) marked as available can be achieved;

e. ensuring honesty and truthfulness about their ability to carry out the FP Services; and

f. complying with all applicable legislation, including with respect to all the aforesaid.

4.13 Courier and Courier Service Terms: You acknowledge and accept that it is the relevant Courier that You book delivery services with that is solely responsible for the following in the provision of the Courier Services (which shall be governed by the Courier Service Terms):

a. providing the Courier Services with due care, skill and ability and to the highest standards expected of those in the relevant industry;

b. ensuring that the YumNow Collection Slot recorded and agreed in Your FC Order Details are adhered to as closely as possible but small delays may be inevitable;

c. complying with all applicable legislation, including with respect to all the aforesaid.

4.14 You hereby agree to release Us (and Our agents and employees) from all Claims and Losses (actual and consequential and direct and indirect of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed), arising out of or in any way connected with the FP Obligations and the FP Services as well as the Courier and the Courier Services.

5. DATA PROTECTION & CONFIDENTIALITY

In respect of any Personal Data (as defined in the Data Protection Legislation) processed by YumNow pursuant to the YumNow Services, YumNow warrants and undertakes that it complies, and will continue to comply with, all applicable Data Protection Legislation, and, shall comply at all times with the terms and conditions of the YumNow Privacy Statement and the Cookie Policy which apply in full to Your use of the YumNow Site and the App to access the YumNow Services. During sign-up, You authorise YumNow to make available the following via the App in accordance with the Privacy Statement:

a. provide Your full name and phone number to facilitate the processing of Your Order; and,

b. provide Your full name, phone number and address to the relevant Courier solely for the purposes of enabling it to fulfil the delivery services in respect of the Order placed by the FC.

6. FC COMPLAINTS

6.1 YumNow Services : YumNow tries to meet the highest standards when providing the YumNow Services via the YumNow Site and the App. We take any FC Complaints We receive about this very seriously. We are the first point of contact for all FC Complaints and We welcome any suggestions for improving Our procedures. We are responsible for solving any disagreements quickly and efficiently. If You are not happy with the way YumNow deals with any FC Complaint and You wish to take court proceedings, You must do this within England. Relevant English law will apply to these Terms in accordance with Clause 19.

6.2 FP Services OR Courier Services: It is Your sole responsibility to check all Item(s) in Your Order. If You find there is a need to make a FC Complaint to report spoiled or missing Item(s), You must do so within ten (5) mins of collection of Your Order (or upon delivery where the Courier collects and delivers the Order) (the ' Complaint Notification Window'). You need to go to the 'My Orders' tab and select spoiled or missing Item(s) and provide all details (a ' Complaint Notification'). Upon receipt by YumNow, YumNow will be responsible to resolve the matter. The FP is solely responsible for the provision of all FP Services. YumNow shall be the first point of contact about any complaints and refunds and will be responsible for paying the refunds. Please refer to Clause 4 for further details on cancellations, refunds and complaints.

7. YUMNOW FOOD CONSUMER (FC) CHARGES

7.1 Subject to any cancellations of Orders as permitted herein, You will receive an invoice by email for the Order when the FP confirms to YumNow that they have picked up the Order and have confirmed their ability to fulfil it back to YumNow. In the event that they cannot fulfil, We shall notify You in accordance with Clause 4.2.

7.2 Upon registration, You can add multiple payment options and methods to Your FC Account.

7.3 No Orders shall undergo collection and delivery (with no liability on YumNow or the relevant FP) until YumNow is in receipt of all FC Charges in full and cleared funds.

7.4 You authorise Us and Our agents to accept any credit or debit cards or other forms of payment approved by Us in possible connection with the collection of FC Charges. Payments will be taken automatically and processed by a third party service provider (Adyen). The face value of all Item(s) shall be established by FP but shall be subject to YumNow Promotions as applicable from time to time (as distinct from the YumNow Discount).

7.5 Payment collected pursuant to Clause 7.4 is subsequently passed on to the FP (and the Courier as the case may be) both of whom have authorised YumNow (and Our Agents) to charge and collect the face value of each of the Item(s) in accordance with the Item Pricing for each ' Completed Order'. A ' Completed Order' shall refer to an Order (including all Item(s) in that Order) that has been successfully processed by YumNow, the relevant FP (and the Courier as the case may be) as requested by You as per Your Order and the FC Order Details submitted by You.

7.6 It is likely that due to standard banking procedures, once You have submitted an Order that is paid for by credit or debit card and the payment has been authorised, Your bank or card issuer will reserve the full amount paid for the Order. If the Order is subsequently rejected or cancelled for any other reason, the bank or card issuer will not transfer the pre-paid funds for the Order to YumNow and will instead refund You by releasing the relevant amount back into Your available bank balance. However, this may take up to 10 working days (or longer, depending on Your bank or card issuer).

8. FOOD CONSUMER - FC OBLIGATIONS

8.1 When placing an Order, You confirm that You are:

a. purchasing the Item(s) for immediate consumption and will not resell them;

b. sixteen (16) years old or over and in the possession of a valid debit, credit card or other payment means.

8.2 You must use Your best endeavours to:

a. comply with all the terms of the YumNow Licence; and,

b. conduct all use of the YumNow Services in compliance with the applicable legislation and codes.

9. YUMNOW OBLIGATIONS

9.1 YumNow agrees to:

a. provide the YumNow Services with all due care, skill and ability;

b. devote as much time to the provision of the YumNow Services as may be necessary for their proper performance;

c. conduct all YumNow Services in accordance with the applicable legislation and codes;

d. provide promptly and give to a FC all such information as they may reasonably require in connection with the provision of the YumNow Services;

e. be the first point of contact in case of any dispute, cancellation, refund, complaint, chargeback, return and is responsible to resolving such issues; and,

f. provide a response in a timely manner to any requests for technical support (in relation to the use of the YumNow Site or the App only).

9.2 We specifically work as an agent for the FP and the Courier to collect payments on their behalf. That means that payments by the You for Items and/or delivery are collected by Us on behalf of the FP and/or the Courier but We only make revenue through charging the FP for our Service.

10. AVAILABILITY AND SECURITY OF THE YUMNOW SITE OR THE APP

10.1 YumNow shall, during the Term, provide the YumNow Platform to You on, and subject to, the terms of the YumNow Licence.

10.2 We are entitled to make such changes to the specification, functionality and features of the YumNow Software and the YumNow Platform We desire at Our entire sole discretion but shall provide notice of the same to FP where We deem necessary.

10.3 The YumNow Site and the App and its content and the YumNow Services are delivered on an "as-is" and "as-available" basis. YumNow makes no representations, warranties or guarantees, whether express or implied, that the App or any content on it: (i) will always be available or be uninterrupted; (ii) will be error-free, accurate, complete or up-to-date; or (iii) will be secure or free from bugs or Viruses. YumNow will not be liable to You if, for any reason, the App is unavailable at any time or for any period. You must not use the App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the YumNow Licence; and not infringe Our Intellectual Property Rights or those of any third party in relation to Your use of App (to the extent that such use is not licensed by the YumNow Licence).

10.4 We shall use commercially reasonable endeavours to make the YumNow Platform available twenty-four (24) hours a day, seven (7) days a week, except for:

a. planned maintenance carried outside of YumNow Business Hours; and,

b. unscheduled emergency maintenance as may be required from time to time.

10.5 We will, and at no additional cost to You, provide You with Our support services at all reasonable times and on a non-exclusive basis.

11. TERMINATION

11.1 Subject to earlier termination in accordance with this Clause 11 and to the remaining Terms, the YumNow Licence shall take effect on the Commencement Date (as defined) and shall continue in full force and effect until terminated by either party at any time. You can terminate by having Your FC Account and FC Login disabled and deleted. We may terminate Your access in the same way with immediate effect and for any reason. We shall notify You by email or post. For the avoidance of doubt, as a FC, You can freely close Your FC Account at any time but all outstanding obligations owed to YumNow (or a FP as the case may be) shall continue.

11.2 On termination of the YumNow Licence for any reason:

a. all YumNow App Licensed Rights granted to You under the App Licence shall cease (and for the avoidance of doubt, any additional rights granted under the other provisions of the YumNow Licence);

b. You must immediately cease all activities authorised by the YumNow Licence, including Your use of any YumNow Services;

c. You must immediately delete or remove the App from all Devices, and immediately destroy all copies of the App then in Your possession, custody or control and certify to Us that You have done so upon request. We may, at Our discretion, remotely access the Devices and remove the App from all of them and cease providing You with access to the YumNow Services and the Appstore. In such event, You shall be liable for all reasonable costs incurred by YumNow if YumNow have to implement this action following any inaction by You; and,

d. Our accrued rights as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.

12. GENERAL RESTRICTIONS ON USE

Subject to the following express restrictions, YumNow grants You permission to use the YumNow Site or the App to access the YumNow Services on the YumNow Platform. You may view YumNow Site or App pages, download YumNow Site or App pages (for caching purposes only) and print YumNow Site or App pages (excluding the YumNow Site or App images) and retain a copy of the same solely for Your own personal, non-commercial use. You agree that Your failure to adhere to any of these restrictions shall constitute a breach of these Terms on Your part. You agree:

a. not to copy the App or the YumNow Site except where such copying is incidental to normal use of the App or the YumNow Site, or where it is necessary for the purpose of back-up or operational security;

b. not to sell, lease, sub-license, rent, loan, translate, merge, adapt, vary, modify, distribute or otherwise exploit the App, the YumNow Site or any YumNow Content for any other purposes without the prior written consent of YumNow or the respective licensors of the YumNow;

c. not to, reverse-engineer or create derivative works based on the whole or any part of the App, the YumNow Site, the YumNow Services or the YumNow Content in any medium without YumNow's prior written authorisation or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software program, and provided that the information obtained by You during such activities:

(i) is used only for the purpose of achieving inter-operability of the App or the YumNow Site with another software program;

(ii) is not unnecessarily disclosed or communicated without Our prior written consent to any third party; and

(iii) is not used to create any software that is substantially similar to the App or the YumNow Site.

d. to include Our copyright notice on all entire and partial copies You make on any medium;

e. not to establish a link in such a way as to suggest any form of association, approval or endorsement on Our part where none exists;

f. not to alter or modify any part of the YumNow Site, the App, the YumNow Content or any of the YumNow Services or permit the YumNow Site, the App, the YumNow Content or any of the YumNow Services or any part of the same to be combined with, or become incorporated in, any other programs or to be used in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

g. not to access YumNow Content through any technology or means other than the YumNow Site or the App itself or such other means as YumNow may explicitly designate for this purpose;

h. not to access or attempt to use the FC Login of other FCs or penetrate or attempt to penetrate YumNow's security measures;

i. not use the App, the YumNow Site or the YumNow Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the Terms herein, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including Viruses, or harmful data, into the App, the YumNow Site or the YumNow Services or any operating system;

j. not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the YumNow Site or the App or the YumNow Services or features that (i) prevent or restrict use or copying of YumNow Content; or, (ii) enforce limitations on the use of the YumNow Services or the accessible YumNow Content;

k. not to use the YumNow Site or the App to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, Viruses, trojans, worms, keystroke logger, rootkit, logic bombs or other material which is malicious or technologically harmful;

l. to comply with all technology control or export laws and regulations that apply to the technology used or supported by the App;

m. not infringe Our Intellectual Property Rights or those of any third party in relation to Your use of the App, the YumNow Site or the YumNow Services including the submission of any material (to the extent that such use is not licensed herein);

n. not to attempt to gain unauthorised access to the YumNow Site, the server on which Our YumNow Site is stored or any server, computer or database connected to Our YumNow Site;

o. not use the App, the YumNow Site or the YumNow Services in a way that could damage, disable, overburden, impair or compromise Our systems or security or interfere with other FCs;

p. not to conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to any YumNow Member of the YumNow Site, the App or the YumNow Services, or attempt to decipher any transmissions to or from the servers running any YumNow Service; and,

q. not attack Our Site via a denial-of-service attack or a distributed denial-of service attack.

By breaching certain provisions above, You would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and We will co-operate with those authorities by disclosing Your identity to them. In the event of such a breach, Your right to use the YumNow Site and the YumNow Platform will cease immediately. You are responsible for configuring Your information technology, computer programmes and platform in order to access the YumNow Site. You should use Your own Virus protection software.

13. WARRANTIES AND INDEMNITIES

13.1 As a FC, You warrant, represent and undertake to YumNow that:

a. You will keep Your FC Login details (as applicable), secure and confidential;

b. You will comply at all times with Your FC Obligations set out at Clause 8;

c. all information submitted to the YumNow Platform by You is true, accurate and complete in all respects;

d. You will follow the YumNow Complaints Procedure referred to at Clause 6;

e. You are solely responsible for any breach of Your FC obligations under these Terms due to Your act, omission, default or Your failure to comply with any of Your FC obligations under these Terms and for the consequences of any such breach or failure and You further acknowledge that:

i. YumNow is likely to have many FCs accessing and using the App concurrently and any number of FCs may attempt to choose the same FP for the same YumNow Collection Slot without success due to demand but there will be other options available to You;

ii. YumNow Promotions may be subject to a YumNow Promotion Window after which they will expire; and,

iii. YumNow do not check, audit, vet, monitor or control: the identity, credit worthiness or bona fides of FPs or the accuracy of the Item Pricing or descriptions of Item(s) displayed on the YumNow Platform as submitted directly by a FP.

13.2 Accordingly, We make no warranty, and hereby further expressly disclaim any liability to You and You agree that You have no claim against YumNow in relation to any Claims asserted against, or Losses suffered by You due to or in connection with:

a. any breach by You of these Terms or breach of warranty by You;

b. the matters listed at Clause 13.1;

c. the acts, omissions, conduct of any FP in connection with or otherwise related to Your use of the YumNow Services;

d. errors in Item Pricing or descriptions of Item(s) displayed on the YumNow Platform;

e. failed attempts to redeem any YumNow Promotions outside of the YumNow Promotion Window;

f. Complaint Notifications received outside of the Complaint Notification Window;

g. due to any errors or omissions on the App in relation to any reliance placed by You on any mis-descriptions, misrepresentations, inaccuracy or incompleteness in respect of the FP Information or other YumNow Content (whether innocent, negligent or fraudulent);

h. interruptions of service on the YumNow Site or the App or throughout the worldwide web occurring at any time;

i. due to Your failure or inability to use the YumNow Platform functionality at any point in time, or, where the functionality of the YumNow Platform is unavailable at any time for any period;

j. connected to any linked third party website or any statements, information, content, products or services that are published on, or may be accessible from, any linked third party website including any Courier Service Terms or FP Service Terms;

k. due to any changes which YumNow may make to the YumNow Services, or for any permanent or temporary cessation in the provision of the YumNow Services (or any features within the YumNow Services);

l. the deletion of, corruption of, or failure to store, any communications data maintained or transmitted by or through Your use of the YumNow Services;

all of which are at Your own sole risk and You hereby release YumNow (and Our agents and employees) from all Claims and Losses (actual and consequential and direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with these.

13.3 Subject to Clause 13.5, We shall in no circumstances be liable to You in contract, tort (including negligence), breach of statutory duty or otherwise for any and all Losses suffered by You or Claims asserted against You including consequential, special or incidental loss or damage (whether direct or indirect) arising from Your use of the YumNow Site, the App or the YumNow Services.

13.4 Subject to Clause 13.5, YumNow's total maximum liability arising under or in connection with this YumNow Licence, whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed, in respect of any Order, an amount equivalent to the FC Charges paid to YumNow in respect of the relevant Order.

13.5 Nothing in these Terms is intended nor shall it be construed as an attempt by any party to exclude or limit any liability for:

a. fraudulent misrepresentations;

b. any liability where the law does not permit such exclusion of liability; and,

c. death or personal injury arising from negligence.

13.6 We only supply the App for domestic and private use and You agree not to use the App for any commercial, business or resale purposes.

13.7 Subject to Clause 13.5 and except as expressly set out in these Terms, YumNow gives no warranties and excludes all other express or implied terms, conditions and warranties.

14. YUMNOW CONTENT

14.1 With the exception of content submitted to the YumNow Site by You, all other content and the selection and arrangement of such content on the YumNow Site and App constitutes ' YumNow Content' and is either owned by, or licensed to, YumNow and is subject to copyright, trade mark rights, and other Intellectual Property Rights of YumNow and licensors of YumNow. Such YumNow Content is protected by UK copyright laws and international laws. Any third party trade or service marks present on YumNow Content not uploaded or posted by You are trade or service marks of their respective owners. Such YumNow Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of YumNow or, where applicable, the licensors of YumNow. YumNow and/ or its licensors reserve all rights not expressly granted in and to their YumNow Content.

14.2 Any material that You wilfully upload to Our App (' FC-Generated-Content') will be considered non-confidential and non-proprietary, and to the extent that such material is protected by Intellectual Property Rights, You grant Us a perpetual, worldwide, royalty-free licence to use, copy, modify, publish, distribute, sell and disclose to third parties any such material for any purpose related to Our business (' FC-IP Licence').

15. ENTIRE TERMS/ SEVERABILITY

These Terms incorporate Our Cookie Policy, Privacy Statement, and the App Licence (and the relevant Appstore Rules therein) where applicable which together constitute the entire agreement between You and YumNow in relation to Your use of the YumNow Site or the App to access the YumNow Services on the App and supersedes any prior representations, inducements or agreements relating to its subject matter. Should the courts strike-out as invalid or unenforceable or otherwise alter any part of these Terms, the remaining Terms shall remain valid and in force.

16. ASSIGNMENT

These Terms shall be personal to You and You may not assign, transfer or delegate all or any of Your rights and obligations, without YumNow's prior written consent. YumNow reserves the right to assign or transfer all or any of its rights and obligations under these Terms to any companies in the same group as YumNow or other third party. In the event of assignment or transfer, Notification will either be given to You by email or posted on the App in accordance with Clause 2.3.

17. NO WAIVER

Failure by either YumNow or You to exercise or enforce any right conferred shall not be deemed to be a waiver of any such right nor operate so as to bar that exercise or enforcement thereof or of any other right on any later occasion.

18. THIRD PARTY RIGHTS

You may enforce these Terms in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999 (the ' Act'). Except as provided above, these Terms do not create any right enforceable by any person who is not a party to it under the Act, but do not affect any right or remedy that a third party has which exists or is available apart from that Act.

19. LAW AND JURISDICTION

All of these Terms are governed by English Law and any disputes arising in relation to these Terms and/or the YumNow Site or the App are subject to the exclusive jurisdiction of the English Courts.

20. SUPPORT AND CONTACT

We are your only and first point of contact for any support you might require, complaints you have or any other queries. Please contact us on our email [email protected] and we will try to help and support you and will take responsibility for any complaints you might have in regards to YumNow or its Services.

21. DEFINITIONS

In these Terms (except where the context otherwise requires) the following words shall have the following meanings:

Appstore: refers to the online store(s) from where You can download the App.

Appstore Rules: refers to the rules of the relevant Appstore.

Business Day : any day which is not a Saturday, Sunday or public holiday in the UK.

Claim(s): means all demands, claims and liability (actual and consequential and direct and indirect and whether known and unknown, suspected and unsuspected, disclosed and undisclosed, criminal or civil, in contract, tort or otherwise) for all Losses including any other expenses of any nature whatsoever.

Commencement Date: the date You register as a FC and download the App and obtain a FC Login.

Complaint Notification: refers to a complaint made by a FC in relation to the FP Services.

Complaint Notification Window: refers to the period during which a Complaint Notification must be submitted as referred to at Clause 6.2.

Completed Order: as referred to at Clause 7.5.

Courier: refers to the food collection and delivery business that You engage via the App.

Courier Service Terms: refers to the Courier's terms of services that apply to Your booked collection and delivery service.

Data Protection Legislation: means all applicable data protection laws, regulations, legislative and regulatory requirements and codes of practice and when in force the EU data protection regulation 2016/679 .

FC: refers to the registered food consumer who uses the App to place Orders and purchase Item(s).

FC Account: refers to the FC's online account accessible by using the FC Login to access the App.

FC Charges: refers to the monies payable by FC in respect of the Orders.

FC-Generated-Content : refers to content uploaded to the YumNow Platform by the FC (Clause 14.2) including but not limited to profile pictures, addresses and/or ratings.

FC-IP Licence : as referred to in Clause 14.2

FC Legal Policies : refers to all the terms of the YumNow Licence (and the Appstore Rules as applicable) but not including the Food Provider Service Terms as amended, superseded or replaced by YumNow from time to time.

FC Login: as referred to at Clause 3.

FC Obligations: refers to those obligations listed at Clause 8 which are non-exhaustive.

FC Order Acknowledgement: as referred to in Clause 4.2.

FC Order Details: in respect of the Order placed by the FC, shall contain the first name, first letter of the surname, list of Item(s) with quantities, Item Pricing, selected YumNow Collection Slot, collection/delivery option and the time when the Order was placed.

FC Wishlist : as referred to at Clause 4.1e.

FP: refers to a food preparation and Order processing businesses which forms part of the FP Network.

FP Favourites: as referred to at Clause 4.1g and h.

FP Information : the data input in to the App by a FP in real-time including but not limited to details of the FP Services that FP can fulfil, the Item Pricing and the number of Orders they can potentially fulfil per YumNow Collection Slot etc.

FP Network: refers to the YumNow network of FPs who offer food preparation and Order processing services.

FP Ratings: refers to the aggregated average of all ratings that FCs award to FPs in respect of meals purchased which are made public on the App.

FP Services: refers to the services to be provided by a FP to a FC by way of food preparation and Order processing services in accordance with the FP Legal Policies and the FP Service Terms.

Greater London Urban Area: to be interpreted as commonly known.

Intellectual Property Rights: refers to all patents, rights to inventions, software rights, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world including all those pertaining to the App.

Item: refers to a meal or a food item that is prepped and made available to purchase from a FP as part of the fulfilment of the FP Services provided to a FC via the App.

Item Pricing: refers to the per Item pricing established by a FP and published on the App.

Losses: claims, losses, demands, actions, third party claims, damages, costs (including court costs and legal fees), fines, liabilities, obligations, liens and expenses.

Notification: refers to any notification that can be sent to any party via the App and the YumNow Site including but not limited to Complaint Notifications.

Order(s): refers to those orders for Item(s) placed by FCs via the App which are administered by YumNow and prepped, processed and fulfilled by FPs (and YumNow Couriers in respect of delivery services as applicable).

Personal Data: as defined in the Data Protection Legislation.

Virus : anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.

YumNow App Licensed Rights : as set out in the App Licence.

YumNow Business Hours : 10.00 am to 5.00 pm local UK time, each Business Day.

YumNow Collection Slot: refers to the collection and delivery date and time slot made available and booked by the FC on the App.

YumNow Content: as referred to in Clause 14.

YumNow Discounts: refers to those discounts that the FP set to apply to their original price at which the Item is usually sold outside of the YumNow Services.

YumNow Parties: includes YumNow and its affiliated or related companies and subsidiaries and their respective joint venturers, successors, assigns, directors, sub-contractors, officers, employees and agents.

YumNow Platform: refers to the combination of the App and the YumNow Site inclusive of the YumNow Software as applicable. YumNow Promotion(s): refers to any promotion that YumNow markets to FCs including the use of coupons or vouchers which can be redeemed by a FC as against the FP Services or the YumNow Services as applicable.

YumNow Promotion Window: refers to the period of validity during which a YumNow Promotion remains valid and is redeemable.

YumNow Services : the software as a service solution administered and facilitated by YumNow via the App which enables FCs to browse and place Orders for food and associated delivery services fulfilled by a nominated Courier.

YumNow Site: refers to the website at www.yumnow.co.uk and any sub-domain or any domain that may be included from time to time.

YumNow Software : refers to the self-serve software pertaining to the YumNow Platform which is owned by YumNow and is licensed non-exclusively to FCs to the extent necessary for FCs to make full use of the App to enable them to place Orders for Item(s) and have those Item(s) collected and/ or delivered.

YumNow User(s): refers to a FP and/ or FC.

YUMNOW FOOD PROVIDER TERMS

YUMNOW LIMITED , a company registered in England and Wales under company number 11004257, whose registered office is at 71-75 Shelton Street, London, WC2H 9JQ hereinafter referred to as ‘ YumNow’, ‘ We ’, ‘ Us’ or ‘ Our’ set out the following terms and conditions upon which YumNow offers a licence to a food preparation and collection booking business, herein referred to as ‘ You’, ‘ Your’ or ‘ FP’ to use the on-demand, self-service, real-time food ordering, collection booking, delivery services and order processing application (the ‘ YumNow Platform’) accessible via www.yumnow.co.uk (the ‘ YumNow Site’) (the ‘ Terms’). These Terms incorporate Our App Licence, Our Cookie Policy and the Privacy Statement by this reference (collectively called the ‘ YumNow Licence’).

The App is further licensed to You subject to any rules or policies applied by any appstore provider or operator (the ‘ Appstore Rules ’) from whose site You download or stream the App from (the ‘ Appstore’). For the avoidance of doubt, We do not sell the App to You. We remain the owners of the App at all times.

MISSION STATMENT

YUMNOW believes that every meal and all food is deserved to be enjoyed rather than going to waste. Our mission is to enable sellers to connect with a wider market of customers through Our mobile application marketplace to offer all their meals at flexible prices and during flexible times in order to make sure that no more meals have to go to waste.

SCOPE

A. YumNow operates a mobile technology platform, accessed through the YumNow application (the ‘ App’), that connects registered users of the App (each a food provider ‘ FP’ or a food consumer ‘ FC’ or otherwise each known as a ‘ YumNow User’) with each other and third party providers of delivery services (each a ‘ Courier’).

B. The App also enables YumNow Users to place orders with specific FPs such as You for a specific number of specific Items (‘ Orders’), which once fulfilled, will be collected by FCs (or Couriers and delivered to the relevant FCs).

C. The parties have agreed that YumNow shall provide certain services to the FP in connection with the placing of Orders via the App and the FP’S fulfilment of them, subject to, and in accordance with, the Terms herein (’ YumNow Services’).

D. YumNow shall provide:

i. receipt, and transmission to the FP, of Orders placed by FCs via the App for Item(s) prepared and supplied by the FP; and,

ii. in connection with certain Orders from and to certain locations within the Greater London Urban Area, facilitate the connection between the relevant FC and a Courier for the collection of the Item(s) comprising the Order and the delivery of them from the FP to the FC.

E. The contract of sale in relation to any Item(s) ordered by a FC from a FP via the App is made between the FC and the FP. It is not with YumNow or the Courier. The FP’s own terms of service apply as between You and a FC in respect of the provision of the FP Services and any Orders (‘ FP Service Terms’). If a FC has any complaint in relation to the quality of the Item(s), We are the first point of contact and might decide to pass on the complaint to the FP.

F. Any contract for the provision of delivery services is between the relevant FC and Courier (and not the FP) and shall be subject to the Courier’s terms of business (‘ Courier Service Terms’).

G. As an FP, You shall be able to see what Items You currently make available, add new Item(s), or turn the availability of Item(s) that You have previously offered and made dormant, back on. You can also attain useful statistics relating to the sale of Items as well as monitor Your current earnings through our YumNow Service.

1 DEFINITIONS AND INTERPRETATIONS

The definitions to be read with these Terms are set out in full at Clause 23 of the YumNow Licence.

2 GENERAL

2.1 We are one of the only suppliers in the UK of real-time order processing software for food preparation, collection booking, delivery services and Order processing services that specifically operates to reduce food waste and We have developed certain software applications (‘ YumNow Software’) for use by both YumNow food consumers (‘ FCs’) and YumNow food providers (‘ FPs’). The YumNow Software permits a FC to place Orders via the App and to manage their Orders via their FC Account. Such Orders are automatically fed through to the relevant FP by Us to facilitate the Order processing. The processing of the Order including all Notifications are managed in real-time by YumNow and the relevant FP in order to provide for a seamless and fluid user experience.

2.2 By using any of the YumNow Services via the YumNow Site or the App, You expressly agree to be bound by these Terms and all applicable legislation and codes of practice governing the YumNow Platform. These Terms form a legally binding agreement between You and Us in relation to Your use of the YumNow Platform and applies to all FPs.

2.3 You should read these Terms carefully and ensure that You understand the effect before proceeding to use the YumNow Platform. If You disagree with any part of these Terms, do not use the YumNow Platform. If You violate these Terms, YumNow may terminate Your use of, or bar You from future use of, the YumNow Platform and/or take appropriate legal action against You.

2.4 YumNow reserves the right to change these Terms at any time. Any changes We may make to these Terms in the future will be posted on this page and, where appropriate, notified to You by email, or, when You next log in to the YumNow Platform, the new terms may be displayed on-screen and You may be required to read and accept them to continue.

2.5 Words placing an obligation on You to do any act, matter or thing includes an obligation to procure that it be done and words placing You under an obligation or a restriction include an obligation not to permit or allow infringement of the obligation or restriction.

2.6 YumNow has agreed to provide the YumNow Platform to You and You have agreed to take and use the YumNow Platform subject to the terms and conditions of the YumNow Licence.

3 REGISTRATION AS A YUMNOW FOOD PROVIDER

3.1 To gain access to the YumNow Platform, a potential FP shall be required to join the FP Network of food preparation and Order processing businesses. To do this, You will be required to input some information in to an online registration form (insert e.g. company name, username, password and email). All details submitted by You must be true, accurate and complete.

3.2 When registering on behalf of a business entity, the individual registering represents and warrants that they have authority to bind the entity to the Terms of the YumNow Licence. YumNow reserves the right to ask the individual for written authority from the business entity before registering any business entity.

3.3 It is in YumNow’s absolute discretion to decide if You shall qualify as a FP for the purposes of gaining access to the YumNow Platform. You must comply with all requests YumNow may make for proof of identity and business references and/ or financial standing and appropriate and relevant food preparation/ handing certifications which You hereby confirm You have valid and up-to-date versions thereof (which You acknowledge are Your sole responsibility). YumNow reserves the right to decline any application with or without notice or cause and in its entire sole discretion.

3.4 Upon successful registration and verification by email, subject to the restrictions set out in this Clause 3 and the other Terms, YumNow hereby grants to You a non-exclusive, non-transferable right to permit up to three (3) Authorised Users to use the YumNow Platform during the Term by way of a unique login (‘ FP Login’) and an accessible FP Account solely for the purpose of FP delivering its FP Services to FCs and for YumNow to deliver its YumNow Services to YumNow Users.

3.5 The rights provided under this Clause 3 are granted to You only and shall not be considered granted to any subsidiary or holding company of You.

3.6 You shall maintain a written, up-to-date list of current Authorised Users and provide such list to YumNow within five (5) Business Days of YumNow’s written request at any time or times. It is Your sole responsibility to ensure that Your password is changed no less frequently than quarterly.

3.7 You will keep the FP Login relevant to yourself and the YumNow Platform confidential and will not reveal it to anyone else. You shall be responsible for all activities that are carried out under the FP Login. We will not be liable where a FP Login is unlawfully used by another. You agree to notify Us immediately by email to [email protected] of any such unauthorised use.

3.8 You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the YumNow Platform that:

a. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

b. facilitates illegal activity;

c. depicts sexually explicit images;

d. promotes unlawful violence;

e. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

f. in a manner that is otherwise illegal or causes damage or injury to any person or property;

and We reserve the right, without liability or prejudice to Our other rights to You, to disable your access to any material that breaches the provisions of this Clause.

3.9 You shall not:

a. except as may be allowed by any applicable law which is incapable of exclusion by agreement between You and Us:

i. and except to the extent expressly permitted under the YumNow Licence, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the YumNow Software (as applicable) in any form or media or by any means; or,

ii. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the YumNow Software;

b. access all or any part of the YumNow Platform in order to build a product or service; or

c. subject to Clause 20 on Assignment, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the YumNow Platform available to any third party except the Authorised Users; or,

d. attempt to obtain, or assist third parties in obtaining, access to the YumNow Platform, other than as provided under this Clause 3.

3.10 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the YumNow Platform and, in the event of any such unauthorised access or use, promptly notify Us.

4 YUMNOW CONTENT

4.1 With the exception of content submitted to the YumNow Site by You, all other content and the selection and arrangement of such content on the YumNow Site constitutes ‘ YumNow Content’ and is either owned by, or licensed to, YumNow and is subject to copyright, trade mark rights, and other Intellectual Property Rights of YumNow and licensors of YumNow. Such YumNow Content is protected by UK copyright laws and international laws. Any third party trade or service marks present on YumNow Content not uploaded or posted by FP are trade or service marks of their respective owners. Such YumNow Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of YumNow or, where applicable, the licensors of YumNow. YumNow and/ or its licensors reserve all rights not expressly granted in and to their YumNow Content.

4.2 Any material that You wilfully upload to Our App (‘ FP-Generated-Content’) will be considered non-confidential and non-proprietary, and to the extent that such material is protected by Intellectual Property Rights, You grant Us a perpetual, worldwide, royalty-free licence to use, copy, modify, publish, distribute, sell and disclose to third parties any such material for any purpose related to our business (‘ FP-IP Licence’).

5 TERM

Subject to earlier termination in accordance with Clause 14, the YumNow Licence shall take effect on the Commencement Date and, subject to the remaining Terms, shall continue in full force and effect until terminated by either party at any time. For the avoidance of doubt, as an FP, You can freely close Your FP Account at any time but all outstanding obligations owed to YumNow (or a FC as the case may be) shall continue.

6 YUMNOW SERVICE AVAILABILITY & SUPPORT SERVICES

6.1 YumNow shall, during the Term, provide the YumNow Platform to You on, and subject to, the terms of the YumNow Licence.

6.2 We are entitled to make such changes to the specification, functionality and features of the YumNow Software and the YumNow Platform We desire at Our entire sole discretion but shall provide notice of the same to FP where We deem necessary.

6.3 The YumNow Site and the App and its content and the YumNow Services are delivered on an "as-is" and "as-available" basis. YumNow makes no representations, warranties or guarantees, whether express or implied, that the App or any content on it: (i) will always be available or be uninterrupted; (ii) will be error-free, accurate, complete or up-to-date; or (iii) will be secure or free from bugs or Viruses. YumNow will not be liable to You if, for any reason, the App is unavailable at any time or for any period. You must not use the App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the YumNow Licence; and not infringe Our Intellectual Property Rights or those of any third party in relation to Your use of App (to the extent that such use is not licensed by the YumNow Licence).

6.4 We shall use commercially reasonable endeavours to make the YumNow Platform available twenty-four (24) hours a day, seven (7) days a week, except for:

a. planned maintenance carried outside of YumNow Business Hours; and,

b. unscheduled emergency maintenance as may be required from time to time.

6.5 We will, and at no additional cost to You, provide You with Our support services at all reasonable times and on a non-exclusive basis.

7 OUR OBLIGATIONS

7.1 We undertake that the YumNow Services will be performed with reasonable skill and care.

7.2 YumNow is the first point of contact for any support, refund, cancellation, complaints or chargeback issues. We shall use commercially reasonable endeavours and take responsibility to resolve any of these issues.

7.3 The undertaking at Clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the YumNow Services contrary to Our instructions, or modification or alteration of the YumNow Services by any party other than Us or Our duly authorised contractors or agents. If the YumNow Services do not conform to the foregoing undertaking, We may, at Our expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or may provide You with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Your sole and exclusive remedy for any breach of the undertaking set out in Clause 7.1.

7.4 Subject to You submitting timely FP Status Order Updates and the FC providing their information/ choices where applicable and required, We agree to provide You with all FC Order Details via the App to enable You to effectively and efficiently fulfil Your Obligations in respect of the relevant FC and their Order.

7.5 The YumNow Licence shall not prevent Us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, Items and/or services which are similar to those provided under the YumNow Licence.

7.6 YumNow warrants that it has and will maintain all licences, consents, and permissions necessary for the performance of its obligations under the YumNow Licence.

7.7 We shall:

a. upon receipt of an Order for Items placed by a FC via the App, transmit such Order to You. Orders may be transmitted to You through different channels, including, without limitation, the App, GPRS printer, email, fax and telephone;

b. ensure that all Orders transmitted to You include sufficient information to enable You to fulfil them;

c. maintain up to date information about You on the App (subject to You having provided such information to Us); and,

d. take responsibility to refund the FC in the case of any Refund Events as defined and outlined in the terms from 10.12 to 10.15.

8 INTELLECTUAL PROPERTY

8.1 All Intellectual Property Rights in and to YumNow Intellectual Property Rights belongs, and shall continue to belong, to Us and/or Our licensors.

8.2 You shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with any YumNow Intellectual Property Rights and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character.

8.3 We make no representation or warranty as to the validity or enforceability of YumNow Intellectual Property Rights.

8.4 FP shall not:

a. copy YumNow Intellectual Property Rights or any part of any of it; or,

b. make any use of, or otherwise exploit, any of YumNow Intellectual Property Rights save as expressly permitted by the Terms of the YumNow Licence; or,

c. modify, adapt, develop, create any derivative work, reverse engineer, decompile, disassemble or carry out any act otherwise restricted by copyright or other Intellectual Property Rights in YumNow Intellectual Property Rights.

8.5 Other than the rights expressly granted under the YumNow Licence, We do not grant any licence of, right in or make any assignment of any of Our Intellectual Property Rights. In particular, except as expressly provided in the YumNow Licence, You shall have no rights in respect of any trade names or trademarks used by Us including in relation to the YumNow Software or their associated goodwill, and You hereby acknowledges that all such rights and goodwill shall inure for the benefit of, and are (and shall remain) vested in, Us.

8.6 You shall promptly give notice in writing to Us in the event that You become aware of:

a. any infringement or suspected infringement of any of YumNow Intellectual Property Rights; and

b. any claim that any of YumNow Intellectual Property Rights infringe the rights of any third party.

8.7 In the case of any matter falling within Clause 8.6 a, We shall:

i. in Our absolute discretion, determine what action if any shall be taken in respect of the matter;

ii. have sole control over and shall conduct any consequent action as We shall deem necessary; and,

iii. pay all costs in connection with that action and shall be entitled to all damages and other sums which may be paid or awarded as a result of any such action.

8.8 In the case of any matter falling within Clause 8.6 b, We shall exercise the rights set out at Clause 8.7 i and ii and shall in addition, indemnify You for and against any damages, losses, costs and expenses (including reasonable legal costs and expenses) or other liabilities incurred by You as a result of such claim, provided that:

i. We are given prompt notice of such claim;

ii. You provide all necessary co-operation to Us in the defence and settlement of such claim; and,

iii. We are given sole authority to defend or settle the claim.

9 YOUR OBLIGATIONS (FP)

9.1 As an FP, You agree to conduct Your business at all times with due care, skill and ability and to the highest standards expected of those in the food industry and to provide the FP Services in accordance with any applicable codes, regulations or guidance of any governmental, non-governmental or other applicable regulatory or supervisory organisation. Further, You shall (and shall procure that Authorised Users shall where applicable):

a. receive, fulfil and process all Orders for Items transmitted to You by Us in a timely and efficient manner in accordance with the FC Order Details and the Terms herein, provided that You have received sufficient information to enable You to do so;

b. comply with all applicable laws and regulations when preparing, wrapping and/or packaging the Items;

c. provide up-to-date information via the about You and the Items that can be prepared and fulfilled by You for display in the App;

d. provide Us with:

i. all necessary co-operation in relation to the YumNow Licence; and,

ii. all necessary access to such information as may be required by Us;

in order to provide the YumNow Platform, including but not limited to FP Information, security access information and configuration services as applicable;

e. input all accurate FP Information in to the App without delay in respect of:

i. the Item Pricing (which shall be established by You);

ii. all FP Order Status Updates.

f. ensure that the YumNow Collection Slot recorded and agreed in the FC Order Details are closely adhered to;

g. ensure honesty and truthfulness at all times;

h. honour all refund requests in respect of Refund Events directly with the FC where such are legally due;

i. comply with the FP Legal Policies when using the YumNow Platform and recognise and accept that the FC Legal Policies (as defined) apply to the FC in respect of the YumNow Services (and the FP Service Terms apply as between You and a FC in respect of the provision of the FP Services and any Orders);

j. obtain and shall maintain all necessary licences, consents, and permissions;

k. ensure that Your network and systems comply with the relevant specifications provided by Us from time to time; and,

l. be solely responsible for procuring and maintaining Your network connections and telecommunications links from Your systems to Our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet.

9.2 When You have received the FC Order Details via the App, You will confirm Your acceptance of the Order via the App. You must proceed to double check the Order upon collection by the FC (or Courier as the case may be) to ensure that it correlates with the FC Order Details. If it doesn’t, You must correct the error(s) and notify the FC of any delays caused by the wrongful preparation of the Order.

9.3 When an Order is ready for collection and delivery, You are required to immediately send an FP Order Status Update to the App to enable Us to send the FC a Notification.

9.4 Collection by FC: If a FC has elected to undertake collection themselves, they will automatically receive Your address. When the Order is ready, You will notify YumNow as per Clause 9.3. Following successful collection, the status of the Order shall read ‘Completed’.

9.5 FC no-show: In the event that a FC fails to collect the Items at the scheduled YumNow Collection Slot, You will immediately send an FP Order Status Update to the App to enable Us to send the FC a Notification at which point the Order will automatically be cancelled.

9.6 Oder Completion Delay: In the event that an Order is not ready for collection at the scheduled YumNow Collection Slot, You will immediately send an FP Order Status Update to the App with the number of estimated minutes to enable Us to send the FC an accurately estimated Notification. FC will then choose to wait or amend/ cancel the Order and such decision shall be automatically notified to You via the App. YumNow reserves the right to charge You any costs that might be incurred due to a delay in the meal completion, with a minimum administration charge of one (1) pound if the delay results in a cancellation of the Order by the FC.

9.7 FP Cancellation: In the event that You cancel an Order, You will immediately send an FP Order Status Update to the App to enable Us to send the FC a Notification. You must provide Us with reasons for the cancellation via the App and ensure that all other relevant YumNow Collection Slots in question are closed. YumNow will be fully responsible for refunding the FC for the cancellation. The FC will not be in contact with You directly to settle the refund but rather We are the first line of contact. After We have taken responsibility for the refund and have settled any complaint regarding the cancellation with the FC we reserve the right to charge You the cost of the entire refund which is the total price the FC paid for the Order and one (1) pound of payment processing costs. You will also be liable to pay a five (5) pounds fine if You cancel an Order three (3) minutes or later after accepting an Order from a FC on the App. For clarification, this does mean YumNow is taking full responsibility for refunds, cancellations, chargebacks and complaints and will be the first point of contact for such issues.

9.8 Ownership & Risk: Ownership to an Item remains with the FC at all times and risk lies with You from the time You are in possession of the Items until either collection by the Courier or by FC at which point the risk shall lie with the Courier until Delivery has been successfully completed or with the FC as applicable. For clarification, this is physical ownership and risk of the Item(s), YumNow cannot take physical responsibility or ownership of the Item(s) since We are a software company and are not handling any of the Item(s) which are sold/bought through the application.

9.9 YumNow is taking responsibility to settle any complaints, cancellations, refunds and complaints with the FC and will act as the first point of contact for any such issues. However, this does not mean that You, the FP, are removed from any obligations to provide a good service and good Item(s). Therefore, you acknowledge, agree, warrant, undertake and represent that You are solely responsible for all the FP Obligations listed in this Clause 9 and You hereby agree to release Us (and Our agents and employees) from all Claims and Losses (actual and consequential and direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with these FP Obligations.

10 CHARGES & PAYMENT

10.1 You authorise Us and Our agents to accept any credit or debit cards or other forms of payment approved by Us in possible connection with the collection of FC Charges. Payments will be taken automatically and processed by a third party service provider (Adyen). The face value of all Items shall be established by FP but shall be subject to YumNow Promotions as applicable from time to time (as distinct from the YumNow Discount).

10.2 We specifically work as an agent for You and the Courier to collect payments on Your and their behalf. That means that payments by the Customer for Items and/or delivery are collected by Us on behalf of You and the Courier but We only make revenue through charging You for our Service a fee of one (1) pound per sold Item.

10.3 You authorise YumNow to charge and collect the face value of each of the Items in accordance with the Item Pricing for each ‘ Completed Order’. An ‘ Completed Order’ shall refer to an Order (including all Items in that Order) that:

a. has been successfully processed from start to finish; and,

b. has undergone successful collection by the FC direct or successful collection and delivery by the Courier in accordance with the FC Order Details; and,

c. has not breached any service level enshrined in the YumNow Services by way of the FC Legal Policies, FAQs or otherwise that has resulted in a pending Complaint Notification; and,

d. has not suffered loss or spoil damage of any kind; and,

e. is not the subject of a Refund Event or potential Refund Event.

10.4 For the purposes of this Clause 10, a Refund Event is where a FC would ordinarily be held entitled to a refund for any reason under the general law which YumNow takes full responsibility to pay. Clause 10.13 outlines some of the rights that We will reserve). We will take full responsibility including in the event that:

a. the Order does not qualify as an Completed Order in accordance with Clause 10.2 a – e;

b. the Order is cancelled (and not amended) by FC due to a failure on Your part to adhere to the agreed YumNow Collection Slots (or the timeframe for non-acceptance of the Order (Clause 9.7). For the avoidance of doubt, a Refund shall not be payable where the FP has cancelled an Order prior to the expiry of the 3 minute time period referred to in Clause 9.7;

c. the Order is not completed due to a failure on the part of You to adhere to the agreed YumNow Collection Slots (including severe delay) or any other similar reason; or,

d. where the FP Services are not performed in respect of an Order to a FC’s reasonable satisfaction.

10.5 Within five (5) Business Days following the end of each month during the Term, We shall provide to You a statement (‘ YumNow Statement’) setting out the following details in relation to the preceding month in respect of the relevant FP Account:

a. the total number of Orders generated via the App;

b. the total number of Orders deemed Orders Completed;

c. the total amount of FC Charges collected;

d. the total amount of FP Payments payable;

e. the total number of refunds generated by YumNow (if any) identified by:

i. the Order Number;

ii. the reason for the refund;

iii. the amount refunded for each Order; and,

iv. the amount remaining We might choose to recoup from the FP.

10.6 You shall be entitled to invoice Us monthly for all FP Payments generated from Orders Completed and paid for in the Preceding Month. ‘ Preceding Month’ for these purposes shall mean the 01 st of month A to the end of month A inclusive. The last day of the month shall be known as the ‘ Clearing Day’. Such YumNow Statement shall be in such format as the parties agree and shall be provided to You whether or not any Orders have generated any FP Payments during the relevant calendar month to which the YumNow Statement relates. For example, if on Monday 08 th January 2018, YumNow provides You with the YumNow Statement, this shall relate to all Orders processed from and including Friday 01 st December to the relevant Clearing Day i.e. Sunday 31 st December 2017. We shall within five (5) Business Days’ of sending the YumNow Statement:

a. generate and issue to FP a valid VAT invoice for the YumNow Commission due to Us in respect of Orders for Items placed with FP via the App during the period since the previous Clearing Day (each such period being referred to as a Clearing Period), plus VAT; and

b. pay to You by bank transfer to Your nominated bank account all amounts received from FCs and due to You in respect of Orders fulfilled by You during the relevant Clearing Period by way of FC Charges, less

i. the YumNow Commission; and,

ii. any charges, costs and fines we might decide to recoup from You due to cancelled, delayed, refunded etc. Orders in line with Clause 10.14 as required or as otherwise provided for herein.

10.7 You shall be entitled to request Your FP Payments earlier subject to a small fee of 5% of the total FP Payments (‘ Early Payments Fee’).

10.8 If We fail to pay the FP Payments due in accordance with Clause 10.5 other than in the case of a bona fide dispute, You may require Us to pay interest on the payments for the period from and including the due date of payment up to the date of actual payment. The interest shall be paid at the rate of 1% above the base rate from time to time of the Bank of England and must be requested in writing.

10.9 You will pay all applicable taxes, customs, duties, assessments, excise and other charges levied.

10.10 All FP Payments payable under this Licence shall be payable in pounds sterling .

10.11 All YumNow Commissions are inclusive of value added tax (VAT) or other applicable sales tax which shall be added to the sum in question.

10.12 Refund Events: If any Refund Event occurs as referred to in Clause 10.3, the FC will be asked to notify Us immediately and We will act as the first point of contact. We will take responsibility of paying such refunds, cancellations, chargebacks or returns to the FC.

10.13 In the event of a Refund Event, despite taking full responsibility for the settlement of such events towards the FCs, We shall be entitled to withhold sufficient monies from the gross FC Charges payable to You. The FC is due a refund based on these Terms and/ or the applicable law. Where any Refund Event occurs, We shall be the first point of contact and take responsibility to refund the FC but may offset such amounts in full in accordance with Clause 10.14 or failing that, the refund amount shall be recoverable as a debt from the FP. If for any reason, the FP is unable to fully indemnify YumNow, after we have made use of our right to recoup costs involved with Refund Events, under this Licence, without prejudice to any other rights and remedies of YumNow:

a. YumNow may, without liability to FP, disable FP’s FP Login, FP Account and access to all or part of the App and YumNow shall be under no obligation to provide any or all of the YumNow Services while the invoice(s) concerned remain unpaid; and,

b. interest shall accrue on such overdue amounts at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998 and Late Payment of Commercial Debts Regulations 2002 at the date the relevant invoice was issued, commencing on the payment due date and continuing until fully paid, whether before or after judgment.

10.14 We shall be entitled to offset any amounts payable to Us by You under this Licence or otherwise against gross FC Charges or any other amounts payable by Us to You under this Licence. You shall not be entitled to assert any credit, set-off or counterclaim against YumNow in order to justify withholding payment of any such amount in whole or in part for any reason whatsoever.

10.15 For clarification, YumNow shall take full responsibility for any refunds, cancellations, chargebacks and complaints. We will be the first point of contact for such issues and will take responsibility to pay the relevant costs and refunds to the FC if they are in line with the Law and the Terms and Conditions herein. However, YumNow reserves the right to recoup any costs involved in such events from the FP in line with the law, the terms herein and after the FC complaints and refunds are settled by YumNow.

10.16 By the nature of this business there is no applicable return clause as YumNow operates as a service company.

11 DATA PROTECTION & OWNERSHIP

11.1 In respect of any Personal Data (as defined in the Data Protection Legislation processed by Us or by You on behalf of Us pursuant to the YumNow Licence (as defined) (together, ‘ Data’), where applicable, You and We warrant that it:

a. has made all necessary notifications of its particulars in accordance with the Data Protection Legislation and any regulations made thereunder and all details supplied to the Data Protection Registrar in relation to each application are accurate and complete;

b. complies and will continue to comply with the Data Protection Legislation and any regulations made thereunder (including but not limited to the Data Protection Principles, as defined in the Data Protection Legislation);

c. will co-operate fully in complying with any subject access requests made pursuant to the Data Protection Legislation.

11.2 Subject to all applicable Data Protection Legislation and the terms of the YumNow Privacy Statement, We shall procure from the FC, the right to share the Data with the relevant FP solely for the purposes of enabling it to fulfil the Order placed by the FC.

11.3 Where We process any Data on Your behalf when performing Our obligations under the YumNow Licence, We shall be the Data Processor for the purposes of the Data Protection Legislation and You shall be a Data Controller (each as defined in the Data Protection Legislation).

12 FP ACKNOWLEDGEMENTS

12.1 As an FP, You acknowledge that the YumNow Services under the YumNow Licence are limited to serving as a self-service software provider only to enable You to freely access the YumNow Services in real-time and that We do not guarantee that:

a. any minimum or fixed level of Orders will be generated in Your favour from the use of the YumNow Services; or,

b. interruptions of YumNow Services will not occur during the Term of the YumNow Licence.

12.2 You further acknowledge and agree that We may have many FPs accessing the YumNow Software concurrently and We have no responsibility whatsoever for the success of any FP’s use of the App, which is FP’s sole responsibility and obligation.

13 CONFIDENTIALITY

13.1 Save as is otherwise required by law or any regulatory authority, each party undertakes to the other that during the Term and thereafter it shall keep secret and shall not without the prior written consent of the other party disclose to any third party (except to its legal and professional advisors) any Confidential Information learned by the recipient party or disclosed to the recipient party by such other party pursuant to, or otherwise in connection with, the YumNow Licence, except to the extent that any Confidential Information:

a. is or shall (otherwise than by breach of the YumNow Licence) be in the public domain; or,

b. is in the possession of the recipient party other than pursuant to disclosure from the other party;

c. is independently developed by the receiving party, which independent development can be shown by written evidence; or,

d. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

13.2 To the extent that it is necessary to implement the provisions of the YumNow Licence, the recipient party may disclose Confidential Information to its employees as may reasonably be necessary provided that the recipient party shall:

a. before disclosure, make such employees aware of their obligations of confidentiality under the YumNow Licence;

b. at all times procure compliance with such obligations of confidentiality; and,

c. if requested by the disclosing party, procure named employees to execute a confidentiality agreement directly in favour of the disclosing party.

13.3 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of the YumNow Licence.

13.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

13.5 You acknowledge that details of the YumNow Services, and the results of any performance tests of the YumNow Platform, constitute YumNow's Confidential Information.

13.6 You shall not issue any press release or other public announcement relating to the subject matter of the YumNow Licence without the prior written consent of Us.

13.7 Each party undertakes to apply to the other party’s Confidential Information at least the same security measures and degree of care as it applies to its own Confidential Information.

13.8 If a party becomes aware of any breach of confidence or unauthorised use of the other party’s Confidential Information by any of its personnel, it shall promptly notify the other party.

13.9 This Clause shall survive termination of the YumNow Licence, however arising.

14 TERMINATION

14.1 Without prejudice to any other rights or remedies to which You and We may be entitled, We may (at Our option) terminate the YumNow Licence with immediate effect for any reason by written notice to You which may be by email or by post.

14.2 On termination of the YumNow Licence for any reason:

a. all YumNow App Licensed Rights granted to You under the App Licence shall cease (and for the avoidance of doubt, any additional rights granted under the other provisions of the YumNow Licence);

b. You must immediately cease all activities authorised by the YumNow Licence, including Your use of any YumNow Services;

c. You must immediately delete or remove the App from all Devices, and immediately destroy all copies of the App then in Your possession, custody or control and certify to Us that You have done so upon request. We may, at Our discretion, remotely access the Devices and remove the App from all of them and cease providing You with access to the YumNow Services and the Appstore. In such event, You shall be liable for all reasonable costs incurred by YumNow if YumNow have to implement this action following any inaction by You. We shall be entitled to implement our right of set-off reserved in Clause 10.14 herein to effect such removal (which shall otherwise be pursued as a debt); and,

d. Our accrued rights as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.

15 WARRANTIES AND INDEMNITIES

15.1 As a FP, You hereby warrant, represent and undertake to Us as follows:

a. the YumNow Licence has been duly authorised and signed by You and constitutes a valid, legal and binding agreement, enforceable in accordance with its Terms;

b. all information submitted to Us via the App or otherwise in respect of Your identity is true, accurate and complete in all respects;

c. all FP Information input by You is accurate;

d. You are solely responsible for all refunds and You shall provide all refunds lawfully due to FCs on demand following due investigation of the Complaint Notification;

e. You will keep Your FP Login details for Your Authorised Users (as applicable), secure and confidential;

f. You have all necessary rights and permissions to perform the FP Obligations and will comply with all applicable laws in connection with the same;

g. Your entering into and performing of the YumNow Licence will not result in any breach of, or constitute default under, any other licence or agreement to which You are a party;

h. You are solely responsible for any breach of Your FP Obligations referred to in Clause 9 due to Your act, omission, default and for the consequences of any such breach or failure.

15.2 You shall indemnify and hold harmless all YumNow Parties on demand, and shall keep each of them fully and effectively indemnified against any and all Losses imposed on, incurred by or Claims asserted against any YumNow Party (other than and to the extent that any Losses arise directly from breach of the YumNow Licence by YumNow or YumNow’s negligence), arising out of or in connection with:

a. any breach of the YumNow Licence or breach of warranty by You or Your acts or omissions and those of Your employees, sub-contractors or agents as well as Authorised Users;

b. any advertisements placed by You in respect of the YumNow Services without YumNow’s permission in writing;

c. Your use of, or inability to use or understand, the App; and,

d. the FP Information or other material provided by FP in fringing any third party rights.

16 LIMITATION OF LIABILITY

16.1 This Clause 16 sets out the entire financial liability of YumNow (including any liability for the acts or omissions of its employees, agents and sub-contractors) to You:

a. arising under or in connection with the YumNow Licence;

b. in respect of any use made by You of the YumNow Platform; and,

c. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with the YumNow Licence.

16.2 Subject to Clause 16.4, We shall not be liable to You in contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the YumNow Licence.

16.3 Our total aggregate and maximum liability, in contract (including in respect of the indemnity at Clause 8.8 or elsewhere hereunder), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the YumNow Licence shall be limited to the total YumNow Commissions earned by YumNow during the one (1) month period immediately preceding the date on which the Claim arose.

16.4 Nothing in this Clause 16 shall however exclude or restrict Our liability for (i) fraudulent misrepresentations, (ii) any liability where the law does not permit such exclusion of liability, and (iii) death or personal injury arising from negligence.

16.5 We shall not be in breach of any of Our obligations under the YumNow Licence which arise or occur due to Your act, omission or default or Your failure to comply with any of Your obligations under the YumNow Licence.

16.6 No action arising out of or in connection with the YumNow Licence may be brought by You more than twelve (12) months after the date of the event from which the Claim (or series of related Claims) arose.

16.7 Except as expressly set out in the YumNow Licence:

a. You assume sole responsibility for the results obtained from the use of the YumNow Platform by Yourself;

b. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the YumNow Licence; and,

c. the YumNow Platform is provided to You on an ‘as is’ basis.

17. GENERAL RESTRICTIONS ON USE

17.1 Subject to the following express restrictions, We grant You permission to access and use the YumNow Platform. You may view the YumNow Site or App pages, download the YumNow Site or App pages (for caching purposes only) and print the YumNow Site or App pages (excluding the YumNow Site or YumNow App images) and retain a copy of the same solely for Your own personal, non-commercial use. You agree that Your failure to adhere to any of these restrictions shall constitute a breach of these Terms on Your part. You agree:

a. not to copy the YumNow Site or App except where such copying is incidental to normal use, or where it is necessary for the purpose of back-up or operational security;

b. not to sell, lease, sub-license, rent, loan, translate, merge, adapt, vary, modify, distribute or otherwise exploit the YumNow Platform or any YumNow Content for any other purposes without the prior written consent of YumNow or the respective licensors;

c. not to, reverse-engineer or create derivative works based on the whole or any part of the YumNow Platform including but not limited to any YumNow Content, in any medium without Our prior written authorisation or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software program, and provided that the information obtained by You during such activities:

i. is used only for the purpose of achieving inter-operability of the App with another software program;

ii. is not unnecessarily disclosed or communicated without our prior written consent to any third party; and,

iii. is not used to create any software that is substantially similar to the YumNow Software.

d. to include Our copyright notice on all entire and partial copies You make on any medium;

e. not to provide or otherwise make available the YumNow Platform in whole or in part (including object and source code), in any form to any person without prior written consent from Us;

f. not to establish a link in such a way as to suggest any form of association, approval or endorsement on Our part where none exists;

g. not to alter or modify any part of the YumNow Platform or permit the YumNow Platform or any part of the same to be combined with, or become incorporated in, any other programs or to be used in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

h. not to access YumNow Content through any technology or means other than the YumNow Site or the YumNow Platform itself or such other means as We may explicitly designate for this purpose;

i. not to access or attempt to use the FP Login of other FPs or penetrate or attempt to penetrate Our security measures;

j. not use the YumNow Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the Terms herein, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the YumNow Platform or any operating system;

k. not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the YumNow Platform or features that (i) prevent or restrict use or copying of YumNow Content; or, (ii) enforce limitations on the use of the YumNow Platform or the accessible YumNow Content;

l. not to use the YumNow Site or App to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, viruses, trojans, worms, keystroke logger, rootkit, logic bombs or other material which is malicious or technologically harmful;

m. to comply with all technology control or export laws and regulations that apply to the technology used or supported by the YumNow Platform;

n. not infringe our Intellectual Property Rights or those of any third party in relation to your use of the YumNow Platform including the submission of any material (to the extent that such use is not licensed herein);

o. not to attempt to gain unauthorised access to our YumNow Site or App, the server on which our YumNow Site or App is stored or any server, computer or database connected to the same;

p. not use the YumNow Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other FPs;

q. not to conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to any FP or FC of the YumNow Platform, or attempt to decipher any transmissions to or from the servers running any YumNow Service; and,

r. not attack Our YumNow Site via a denial-of-service attack or a distributed denial-of service attack.

By breaching certain provisions above, You would commit a criminal offence under the Computer Misuse Act 1990 and Data Protection Legislation. We will report any such breach to the relevant law enforcement authorities and We will co-operate with those authorities by disclosing Your identity to them. In the event of such a breach, Your right to use the YumNow Platform will cease immediately. You are responsible for configuring Your information technology, computer programmes and platform in order to access the YumNow Site and App. You should use Your own virus protection software.

18 FORCE MAJEURE

We shall have no liability to You under the YumNow Licence if We are prevented from or delayed in performing Our obligations under the YumNow Licence, or from carrying on Our business, by acts, events, omissions or accidents beyond Our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the Our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that You are notified of such an event and its expected duration.

19 NOTICES

Any notice given or made under the YumNow Licence (except in relation to the service of proceedings) shall be in writing and shall be sent by email to the email addresses for each party and such communication shall be deemed received 9.00am the next Business Day after transmission provided no failure delivery notice has been received and the sender has proof of transmission.

20 GENERAL

Assignment: The YumNow Licence shall be binding on and inure to the benefit of each FP and YumNow and their respective successors and assigns. You shall not assign or sub-contract any of your rights or obligations under the YumNow Licence (in whole or in part) without the prior written consent of Us. We shall be entitled to assign or sub‑contract any of its rights or obligations under the YumNow Licence in whole or in part.

Enforceability: If any one or more of the provisions of the YumNow Licence should be held to be invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions contained in the YumNow Licence shall not in any way be affected or impaired and You and We shall amend the YumNow Licence to add a new provision having an effect as near as legally permissible to the one held to be invalid, illegal or unenforceable.

Entire Licence: The YumNow Licence which includes by reference the applicable App Licence, Cookie Policy, the Privacy Statement (and the relevant Appstore Rules) constitutes the entire Licence and understanding between You and Us with respect to the subject matter of the YumNow Licence and supersedes any and all prior licences, arrangements and understandings relating to the matters provided for herein. You and We acknowledge that they have not relied on any oral or written representations made by the other party or the other party’s representatives in entering into the YumNow Licence, including any information or material provided by Our personnel and subject to Clause 16.4, You irrevocably and unconditionally waives any right you may have to rescind the YumNow Licence or claim damages for misrepresentation, whether innocent or negligent, or breach of any warranty not contained in the YumNow Licence or implied by operation of law.

Instructions: You agree to comply with all reasonable and lawful instructions from Us.

Status of FP: The YumNow Licence is not intended to create any partnership or joint venture relationship between You and Us or authorise either party to act as agent for the other (under the agency law), and neither party shall have the authority to act in the name of, or on behalf of, or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power) other than as permitted under the YumNow Licence.

Variations: Save as expressly provided in the YumNow Licence, no variation to, or notice or consent under the YumNow Licence shall be effective unless it is in writing and signed by an authorised signatory of each party. A waiver by any party of any of the Terms in any instance shall not be deemed or construed to be a waiver of such for the future, or of any subsequent breach thereof. No waiver of any right shall constitute a waiver of any other right or be effective unless made in writing and signed by an authorised signatory of the party making the waiver. No person other than a director of YumNow is an authorised signatory of YumNow for these purposes.

21 RIGHTS OF THIRD PARTIES

Save for a YumNow Party, a person who is not a party to the YumNow Licence has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the YumNow Licence.

22 GOVERNING LAW & JURISDICTION

The YumNow Licence and any dispute or claim arising out of or in connection with it or its subject matter, whether of a contractual or non-contractual nature, shall be governed by and construed in accordance with the laws of England and You and We agree to submit to the exclusive jurisdiction of the English courts in respect of any dispute arising out of or in connection with the YumNow Licence.

23 SUPPORT & CONTACT

We are your only and first point of contact for any support you might require, complaints you have or any other queries. Please contact us on our email [email protected] and we will try to help and support you and will take responsibility for any complaints you might have in regards to YumNow or its Services.

24 DEFINITIONS & INTERPRETATION

In the YumNow Licence (except where the context otherwise requires) the following words shall have the following meanings:

Appstore: refers to the store(s) from where You can download the App.

Appstore Rules: refers to the rules of the relevant Appstore.

Authorised Users : those employees, agents and independent contractors of the FP who are authorised by Us to use the App.

Business Day : any day which is not a Saturday, Sunday or public holiday in the UK.

Change of Control : the direct or indirect acquisition of either the majority of the voting stock, or of all, or substantially all, of the assets, of a party by another entity in a single transaction or a series of transactions.

Claim(s): means all demands, claims and liability (actual and consequential and direct and indirect and whether known and unknown, suspected and unsuspected, disclosed and undisclosed, criminal or civil, in contract, tort or otherwise for all Losses including any other expenses of any nature whatsoever.

Clearing Day: as referred to at Clause 10.5.

Clearing Period: as referred to at Clause 10.5.

Commencement Date: the date You register as a FP and download the App and obtain a FP Login.

Complaint Notification: refers to a complaint made by a FC which has been notified to the relevant party.

Completed Order: as referred to in Clause 10.2.

Confidential Information : information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 13.

Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of YumNow, and controls, controlled and the expression change of control shall be construed accordingly.

Courier: refers to the food collection and delivery business that a FC may engage via the App to undertake collection and delivery of the Items on behalf of the FC.

Courier Service Terms: refers to the Courier’s terms of services.

Protection Legislation: means all applicable data protection laws, regulations, legislative and regulatory requirements and codes of practice and when in force the EU data protection regulation 2016/679 .

Early Payments Fee: as referred to in Clause 10.6.

FC: refers to a user who uses the YumNow Platform to order and purchase Items.

FC Account: refers to the FC’s online account accessible by using the FP Login to access the YumNow Platform.

FC Charges: refers to the monies payable by a FC in respect of the Items purchased from a FP.

FC Order Details: contains the first name, first letter of the surname, list of Items with quantities, Item Pricing, selected YumNow Collection Slot and collection/delivery option and the time when Order was placed pertaining to the relevant Order to be fulfilled by FP.

FC Legal Policies : refers to all the terms of the YumNow Licence (and the Appstore Rules as applicable) but not including these Terms herein, as amended, superseded or replaced by YumNow from time to time.

FP: refers to the food provider business who joins YumNow to access the YumNow Platform to enable it to provide the FP Services to FCs via the App.

FP Account: refers to the FP’s online account accessible by using the FP Login to access the YumNow Platform.

FP Bank Account: as provided by FP to YumNow in writing.

FP-Generated-Content : refers to content uploaded to the YumNow Platform by the FP (Clause 4.2) including but not limited to pictures of Items which are for sale on the App, pictures of the FP’s physical place of business such a store front, restaurant interior, kitchen equipment, any texts or descriptions of the Items being sold by the FP, the FP’s name and location etc.

FP Information : the data input in to the YumNow App by a FP (including Authorised Users) in real-time including but not limited to details of the YumNow Services that FP can fulfil, the Item Pricing and the number of Orders they can potentially fulfil per YumNow Collection Slot etc.

FP-IP Licence : as referred to in Clause 4.2

FP Legal Policies : refers to all the terms of the YumNow Licence (and the Appstore Rules as applicable) but not including the Food Consumer Service Terms as amended, superseded or replaced by YumNow from time to time.

FP Login: as referred to at Clause 3.

FP Network: refers to the network of FPs throughout the UK.

FP Obligations: refers to those obligations listed at Clause 9 which are non-exhaustive.

FP Order Status Update(s): refers to one or more updates that the FPs are required to input on the App to enable real-time progress updates to reach the relevant FCs.

FP Payments: refers to the monies transferred by YumNow to the FP in respect of the FP Services.

FP Services: refers to the services to be provided by a FP as referred to in Clause 3.1.

FP Service Terms: refers to the FP’s own terms of service which apply as between the FP and the FC in respect of the provision of the FP Services and any Orders.

Greater London Urban Area: to be interpreted as commonly known.

Intellectual Property Rights: patents, rights to inventions, software rights, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Item: refers to a meal or a food item that is available to purchase from a FP as part of the FP Services provided to a FC via the App.

Item Pricing: refers to the per Item pricing established by a FP and published on the App.

Losses: claims, losses, demands, actions, third party claims, damages, costs (including court costs and legal fees), fines, liabilities, obligations, liens and expenses.

Notification: refers to any notification that can be sent to any party via the App and the YumNow Site including but not limited to Complaint Notifications.

Order(s): refers to those orders for Items placed by FCs via the App which are administered by YumNow and processed and fulfilled by FPs (and YumNow Couriers as applicable).

Order Number : refers to the number automatically assigned to an Order via the App.

Refund Event: as set out at Clause 10.3.

Transaction Records: as referred to in Clause 10.8.

Virus : anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.

YumNow App Licensed Rights : as set out in the App Licence.

YumNow Business Hours : 10.00 am to 5.00 pm local UK time, each Business Day.

YumNow Commission: refers to the fees retained by YumNow out of the FC Charges in partial consideration for providing FP with the YumNow Platform.

YumNow Collection Slot: refers to the collection and delivery date and time slot made available and kept updated by FPs on the App.

YumNow Content: as referred to in Clause 4.1.

YumNow Discount(s): refers to the discount that the FP sets to apply to their original price at which the Item is usually sold outside of the YumNow Services.

YumNow Intellectual Property Rights: refers to all Intellectual Property Rights in the YumNow Platform which are owned by, or licensed to YumNow (including all of the text, images, trademarks, business names, domain names, YumNow Software, media, other materials and other content within the same).

YumNow Parties: includes YumNow and its affiliated or related companies and subsidiaries and their respective joint venturers, successors, assigns, directors, sub-contractors, officers, employees and agents.

YumNow Platform: refers to the combination of the App and the YumNow Site inclusive of the YumNow Software as applicable.

YumNow Promotions: refers to any promotion that YumNow markets to FCs including the use of coupons or vouchers which can be redeemed by a FC as against the FP Services or the YumNow Services as applicable.

YumNow Services : the software as a service solution administered and facilitated by YumNow via the App which enables FPs to offer and provide the FP Services to FCs.

YumNow Site: refers to the website at www.yumnow.co.uk and any sub-domain or any domain that may be included from time to time.

YumNow Software : refers to the self-serve software pertaining to the YumNow Platform which is owned by YumNow and is licensed non-exclusively to FPs to the extent necessary for FPs to make full use of the App to enable them to offer and provide the FP Services to FCs.

YumNow User(s): refers to a FP and/ or FC.

APP LICENCE

YUMNOW LIMITED , a company registered in England and Wales under company number 11004257, whose registered office is at 71-75 Shelton Street, London, WC2H 9JQ hereinafter referred to as ' YumNow', ' We ', ' Us' and ' Our' set out the following terms and conditions (the ' Terms') upon which YumNow offers a YumNow Member, hereinafter referred to as ' You' or ' Your' or ' YumNow User' a non-exclusive, non-transferable licence to download, install and use the YumNow mobile software application (the ' App') on Your Device in order to access and use the YumNow Services for Your own personal and non-commercial use subject to the terms herein. For the avoidance of doubt, 'personal and non-commercial use' means that You cannot commercialise the use of the App outside of the remit of what is permitted within the Terms of this App Licence despite the fact that the App itself is a commercial App owned by YumNow Limited.

The Terms herein apply to the App (including any updates or supplements to the App) and these Terms incorporate Our Cookie Policy, the YumNow Food Consumer Terms, the YumNow Food Provider Terms, and the Privacy Statement by this reference which apply in full to Your use of the App to the extent they are applicable (collectively called the ' YumNow Licence').

The App is further licensed to You subject to any rules or policies applied by any appstore provider or operator (the ' Appstore Rules ') from whose site You download or stream the App from (the ' Appstore'). For the avoidance of doubt, We do not sell the App to You. We remain the owners of the App at all times.

You should print a copy of this for future reference.

DEFINITIONS

Unless otherwise indicated, all definitions used in the YumNow Food Consumer Terms and the YumNow Food Provider Terms shall apply herein. The following words shall have the following meanings:

App: refers to the mobile software application provided by YumNow in object form for download and installation by a YumNow Member on to a Device.

Device Requirements: refers to the minimum specifications required for Your Device to install and use all features of the App.

Mobile Network Provider: refers to the third party mobile telecoms provider with whom You have a mobile contract with to access the internet.

1. GENERAL

1.1 The Terms in this App Licence form a legally binding agreement between You and YumNow in relation to Your use of the App and/ or the YumNow Services and applies to all YumNow Users who use the App and the YumNow Services.

1.2 You should read the Terms of this App Licence carefully and ensure that You understand the effect before proceeding to use the App to access the YumNow Services from Your Device. If You disagree with any part of the App Licence Terms, do not use the App and stop the downloading or streaming process now by clicking on the "Cancel" button below. In this case, the downloading or streaming process will terminate. As a consumer, You have the right to withdraw from Your transaction without charge and without any reason before downloading or streaming the App. However, You will lose the right to cancel the transaction once You begin to download or stream the App. This does not affect your consumer rights under the Consumer Rights Act 2015 for an app that is defective, applicable if the App is paid for.

1.3 If You violate the Terms of this App Licence, YumNow may terminate Your use of the App, bar You from future use of the App and/or take appropriate legal action against You.

1.4 YumNow reserves the right to change the Terms herein at any time without notice, including without limitation, the removal, modification and/or variation of any elements, features and functionalities of the App. Such shall be effective immediately upon posting on the App. You agree that YumNow will treat Your use of the App as acceptance of the Terms including Your continued use subsequent to any changes being posted on the App including any upgrades to the App software which may be added from time to time to add new functions and support. We may change these Terms at any time by sending You an email with details of the change or notifying You of a change when You next start the App. The new Terms may be displayed on-screen and You may be required to read and accept them to continue accessing the YumNow Services via Your Device using the App.

1.5 You acknowledge that You will not necessarily be able to successfully access and use certain functionalities of the App unless You have use of a Device and meet the Device Requirements and any network requirements.

1.6 You will be assumed to have obtained permission from the owners of the Device that is controlled, but not necessarily owned, by You and to download or stream a copy of the App on to the Device.

1.7 You further acknowledge that the Terms of agreement with Your respective Mobile Network Provider will continue to apply when using the App. As a result, You may be charged by the Mobile Network Provider for access to network connection services for the duration of the connection while accessing the App or any such third party charges as may arise and You accept responsibility for any such charges on or in relation to any Device, whether or not it is owned by You. If You are not the bill payer for the Device being used to access the App, You will be assumed to have received permission from the bill payer for using the App.

1.8 If any open-source software is included in the App, the Terms of an open-source licence may override some of the Terms herein.

1.9 From time to time, updates to the App may be issued through the Appstore. Depending on the update, You may not be able to use the YumNow Services via the App on Your Device until You have downloaded or streamed the latest version of the App and accepted any new terms.

1.10 By using the App to access the YumNow Services, and to the extent permitted in accordance with Our Privacy Statement, You consent to Us collecting and using technical information about the Devices and related software, hardware and peripherals in respect of the YumNow Services that are internet-based or wireless to improve Our products and to provide any YumNow Services to You. Further, in the event that certain YumNow Services make use of location data sent from the Device, You can turn off this functionality at any time by turning off the location services settings for the App on the Device. If You use these services, You consent to Us and Our affiliates' and licensees' transmission, collection, maintenance, processing and use of Your location data and queries to provide and improve location-based and road traffic-based products and services. You may withdraw this consent at any time by turning off the location services settings.

1.11 If any Terms herein conflict with any Terms in the YumNow Food Consumer Terms and the YumNow Food Provider Terms, these Terms shall prevail. If there is a conflict between the Appstore Rules and this App Licence, the Terms herein shall prevail.

2. GRANT & SCOPE OF APP LICENCE

2.1 In consideration of You agreeing to abide by the Terms of this App Licence, We grant You a non-transferable, non-exclusive licence to use the App on Your Device(s), subject to these Terms and the Appstore Rules, incorporated herein by reference. We reserve all other rights. You may:

a. download or stream a copy of the App onto Your Device(s); and,

b. view, use and display the App on the Device(s) for your personal purposes only.

(the ' YumNow App Licensed Rights')

3. LICENCE RESTRICTIONS

Except as expressly set out in the Terms of this App Licence or as permitted by any local law, You agree to abide by the General Restrictions on Use set out in the YumNow Food Consumer Terms and the YumNow Food Provider Terms.

4. INTELLECTUAL PROPERTY RIGHTS

You acknowledge that all Intellectual Property Rights in the App and the associated technology anywhere in the world belong to Us or Our licensors, that rights in the App are licensed (not sold) to You, and that You have no rights in, or to, the App or the associated technology other than the right to use each of them in accordance with the Terms of the App Licence herein. You further acknowledge that You have no right to have access to the App in source-code form.

5. LIABILITY

You acknowledge that the App has not been developed to meet Your individual requirements, and that it is therefore Your responsibility to ensure that the facilities and functions of the App meets Your requirements. We only supply the App for domestic and private use and You agree not to use the App for any commercial, business or resale purposes other than as permitted by YumNow in writing, and We have no liability to You for any loss of profit, loss of business, business interruption, or loss of business opportunity. Our liability to You in respect of Your use of the App to access the YumNow Services is set out in the YumNow Food Consumer Terms and the YumNow Food Provider Terms.

6. COMMUNICATION BETWEEN US

If You wish to contact Us in writing, or if any term herein requires You to give Us notice in writing, You can send this to Us by e-mail to [email protected] or by prepaid post to YUMNOW LIMITED at 71-75 Shelton Street, London, WC2H 9JQ. We will confirm receipt of this by contacting You in writing, normally by email. If We have to contact You or give You notice in writing, We will do so by email or by pre-paid post to the address You provide to Us in your request for the App.

7. TERMINATION

7.1 Subject to the terms of the YumNow Food Consumer Terms, the YumNow Food Provider Terms, We may terminate this App Licence immediately for any reason by written notice to You which may be by email or by post at YumNow's option.

7.2 On termination for any reason:

a. all YumNow App Licensed Rights granted to You under this App Licence shall cease;

b. You must immediately cease all activities authorised by this App Licence, including your use of any YumNow Services;

c. You must immediately delete or remove the App from all Devices, and immediately destroy all copies of the App then in Your possession, custody or control and certify to Us that You have done so upon request.

d. We may, at Our discretion, remotely access the Devices and remove the App from all of them and cease providing You with access to the YumNow Services and the Appstore. You shall be liable for all reasonable costs incurred by YumNow if YumNow have to implement this action following inaction by You. We shall be entitled to implement Our right of set-off reserved in the relevant YumNow Food Consumer Terms or YumNow Food Provider Terms.

8. ASSIGNMENT

These Terms shall be personal to You and You may not assign, transfer, lease or delegate all or any of Your rights and obligations, without the prior written consent of YumNow. YumNow reserves the right to assign or transfer all or any of its rights and obligations under the Terms of this App Licence to any companies in the same group as YumNow or other third party. In the event of assignment or transfer, notification will either be given to You by e-mail or posted via the App.

9. SEVERABILITY

Each of the Terms of this App Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining Terms will remain in full force and effect.

10. NO WAIVER

If We fail to insist that You perform any of Your obligations under this App Licence, or if We do not enforce Our rights against You, or if We delay in doing so, that will not mean that We have waived Our rights against You and will not mean that You do not have to comply with those obligations. If We do waive a default by You, We will only do so in writing, and that will not mean that We will automatically waive any later default by You.

11. LAW AND JURISDICTION

If You are not happy with the way YumNow deal with any dispute or disagreement between You and YumNow and You want to take court proceedings, You must do this within England. Relevant English law will apply to the YumNow Licence and the relevant courts of England will have exclusive jurisdiction in relation to these terms.

PRIVACY STATEMENT

YUMNOW LIMITED , a company registered in England and Wales under company number 11004257, whose registered office is at 71-75 Shelton Street, London, WC2H 9JQ hereinafter referred to as ' YumNow', ' We ', ' Us' or ' Our' have created this privacy statement (' Statement') in order to demonstrate Our firm commitment to the privacy of the details that You provide to Us when using the YumNow Site or the App to access the YumNow Services.

We are committed to protecting and respecting Your privacy and Your Personal Data. For the purpose of the Data Protection Act 1998 (and the GDPR as from the 25th May 2018), YumNow Limited is the Data Controller (ICO registration number: ZA314793). For all matters relating to privacy and data protection, please contact Hendrik Buechner (Director) by email to [email protected]

In this Statement, references to ' You', ' Your' and ' YumNow User' are references to the food provider (' FP') or food consumer (' FC') who use the YumNow Site or App. When You use the YumNow Site or App to access the YumNow Services, You are consenting to the practices set forth in this Statement.

We aim to be as clear as possible in this Statement in respect of Your Personal Data. This Statement applies inter alia to Your Personal Data that We collect about You when You use the YumNow Site or the App, how and when it is used, how We protect it and who has access to it (the ' Terms').

This Statement incorporates Our Mobile App Licence, Our Cookie Policy, and the Food Provider Service Terms or the Food Consumer Service Terms as applicable by this reference (collectively called the ' YumNow Licence'). Unless otherwise stated, any defined terms in here shall have the meaning set out in the Food Provider Service Terms or the Food Consumer Service Terms as applicable.

● Your Acceptance of this Privacy Statement

● What Data is collected & how?

● How is your Data used?

● Who has access to Your Data?

● How do We protect Your Personal Data and for how long?

● Do We use cookies?

● Complaints or queries

● Your rights under Data Protection Legislation?

● Definitions & Interpretations

● Changes to this Privacy Statement

1. YOUR ACCEPTANCE OF THIS PRIVACY STATEMENT

This Statement governs Your use of the YumNow Services, including any dispute concerning privacy. By using the YumNow Services, You accept this Statement in full. You should read the Statement carefully and ensure that You understand its effect before proceeding to use the YumNow Site or the App to access the YumNow Services. We reserve the right to change any of the Terms herein at any time. Any changes We may make in the future will be posted on this page and, where appropriate, notified to You by email, or, when You next log in to the YumNow Platform, the new Terms may be displayed on-screen and You may be required to read and accept them to continue.

2. WHAT DATA IS COLLECTED & HOW?

A. PERSONAL DATA COLLECTION SUBMITTED VOLUNTARILY BY YOU TO US:

2.1 In order for Us to provide You with the YumNow Services, We need to collect various types of Personal Data to enhance the quality of the YumNow Services. In any event, We are committed to ensuring that the information We collect and use is appropriate, relevant and proportionate for the stated purpose. Some types of Personal Data may be voluntarily provided by You which is to be shared with Us (and YumNow Service Providers as applicable) in respect of yourself (or in respect of one or more other individuals where lawful authority is granted to You by those other individuals) which shall include as follows:

What Personal Data is processed?

Source: Where is it collected from/ via?

What is the 'purpose' of processing? and, What is the lawful basis (Article 6 of the GDPR) for processing?

Retention: For how long is it held?

First and second name

YumNow User: Upon Account sign-up and during the Order process

Identification of the FP Account or FC Account owner in order to match food Orders/sales, address receipts and invoices to the YumNow User.

Legal basis = contract @ Article 6(1)(b) GDPR

For up to one (1) year after a YumNow User's Account has been deactivated.

Company name

YumNow User: Upon Account sign-up and during the Order process

This helps the YumNow accounts management to account for sales to and from commercial or private YumNow Users.

Legal basis = contract @ Article 6(1)(b) GDPR

(same as above)

Date of birth

FC: Upon Account sign-up and during the Order process

We have set the minimum age to use this the App at 16 years old, so the date of birth is needed in order to verify Your age.

Legal basis = contract @ Article 6(1)(b) GDPR

(same as above)

Email address

YumNow User: Upon Account sign-up and during the Order process

Your email address is essential for Us because as the YumNow User, You will be logging into the App via Your email address and password.

Additionally, even if all marketing options are turned off, the email address is necessary to send You relevant YumNow Notifications about an Order, receipts and invoices. We also need to be able to receive FP Order Status Updates.

Legal basis = contract @ Article 6(1)(b) GDPR

We will also use the email address to verify YumNow User Accounts before they go live in order to prevent fraud and hacking through "not real people".

Legal basis = We have a legitimate interest under Article 6(1)(f) GDPR to protect the security of the YumNow Platform and to protect YumNow Users.

(same as above)

Mobile Phone Number

YumNow User: Upon Account sign-up and during the Order process

We need these in order to inform YumNow Users of placed or incoming Orders, possible changes in delivery times etc. These also function as a direct way for FPs or Couriers to contact FCs to assist with successful fulfilment of Orders.

Legal basis = contract @ Article 6(1)(b) GDPR

(same as above)

Full address(es)

YumNow User: Upon Account sign-up and during the Order process

As a YumNow User, YumNow needs Your address to fulfil the YumNow Services. You can at any time decide whether You have different collection or delivery addresses. You can add as many addresses as You want. They are important and necessary for FCs (and Couriers) to accurately find the FP in the event of a collection by a FC or conversely, for a Courier to find the FC in the case of a delivery.

Legal basis = contract @ Article 6(1)(b) GDPR

(same as above)

Gender

FC: when registering an Account and during the Order process

YumNow will ask You for additional (optional) information like Your gender when You register with Us in order to help identify You as well as to aid future marketing analysis and to form a better understanding of the YumNow User demographics.

Legal basis = consent @ Article 6(1)(a) GDPR

(same as above)

Sign-up query

YumNow User: upon Account sign-up

Users that register with YumNow will be asked whether they are more likely to be FCs or FPs this is important for us to simplify tutorials and guides for how to use the App.

Legal basis = contract @ Article 6(1)(b) GDPR

(same as above)

Wishlist preferences

YumNow User: When adding a meal to the wish list/Liking a meal

As an FC, when You like a meal, You will have the option to add it to Your wishlist which is the equivalent of "favourites" in other applications. YumNow will use this information to send You specific notifications (if they are turned on) for the meals in Your wishlist. You shall only receive these push notifications where You have consented to receive them by turning the option on in Your Account.

Legal basis = consent @ Article 6(1)(a) GDPR

Indefinitely, as the name or any other information are not correlated to this information but it will still be necessary for the ratings of FPs and meals after an Account is made inactive.

Ratings

YumNow User: After a meal is delivered/picked up

As a FC, You will have to rate the meals that You have purchased. This will be used to give the meals a rating between 0 and 5 stars.

As a FP, You will receive a rating depending on Your average meal rating. The information will be passed on anonymously. YumNow will use this information to update FP statistics.

As the statistical data will be shared in anonymous format, We do not need to a legal basis under the GDPR to process this data.

Indefinitely, as the name or any other information are not correlated to this information but it will still be necessary for the ratings of FPs and meals after an account is made inactive.

Financial Information

YumNow User: When registering an Account (FP); or, when placing a first Order (FC).

FCs: YumNow requires FCs to provide financial information in order to process their Orders. This information shall be passed to Our third-party payment processing partner in accordance with Clause 2.5.

FPs: YumNow requires financial information from FPs in order to transfer Your monthly YumNow Payments.

YumNow Users who do not wish to open a permanent Account can still scroll through available meals but will still have to provide all information when ordering a meal.

Financial information can be changed in the settings; YumNow Users can add various payment methods such as Visa, American Express, MasterCard etc.

Legal basis = contract @ Article 6(1)(b) GDPR

Should the YumNow User terminate their YumNow Account, this will be deleted within six (6) weeks.

Where We state that We rely on consent under Article 6(1)(a) to process Your Personal Data for a particular purpose, You have the right to withdraw Your consent at any time. This will not affect the lawfulness of processing carried out by Us which was based on consent before its withdrawal.

B. PERSONAL DATA AUTOMATICALLY COLLECTED BY US:

2.2 As part of the process of using the YumNow Services, We may also collect the following types of Data automatically about You via Your use of cookies and other technologies:

• Your visits to the YumNow Site and the YumNow Content that You download;

• Your IP address;

• Your geographical location;

• Your browser type and version;

• Your operating system;

• Your referral source;

• Your length of visit;

• Your page views and Site navigation and exit;

To learn more, please see Our YumNow Cookie Policy.

2.3 YumNow agrees and warrants that it will adhere to all Data Protection Legislation and will take appropriate technical and organisational security measures against the unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to Personal Data.

2.4 YumNow shall process Personal Data only to the extent, and in such a manner, as is necessary for the sole purpose of fulfilling the YumNow Services (including making improvements to the YumNow Services). For the avoidance of doubt, YumNow is the exclusive owner (or lawful licensee) of the YumNow Site and the App as well as the YumNow Content.

C. FINANCIAL PERSONAL DATA

2.5 Each monetary transaction made via the App shall be processed by a third-party payment processing partner who is a YumNow Service Provider - Adven. You will be required to provide the YumNow Service Provider with Personal Data including financial data in order to use the payment processing services. To make and complete a financial purchase or to receive a payment via the YumNow Site, the policies of Adven (or any other third party that YumNow use shall apply.) We shall ask You for Your consent at the relevant time if We need to collect Your payment information and pass this on to Our YumNow Service Provider or any other third party YumNow Service Provider or the (or the YumNow Service Provider) will ask You for Your consent directly. You are subject to the Adven Terms .

3. HOW IS YOUR DATA USED?

3.1 YumNow will process i.e. collect, store and use the information You provide in a manner that is compatible with the Data Protection Legislation. We will endeavor to keep Your information accurate and up-to-date and not keep it for longer than is necessary. Our aim is not to be intrusive and We undertake not to ask irrelevant or unnecessary questions. Moreover, the information You provide will be subject to rigorous measures and procedures to minimise the risk of unauthorised access or disclosure.

3.2 You are under no obligation to provide Your Personal Data to the YumNow Site or the App. However, if You choose not to, some of the YumNow Services may not be available to You.

3.3 You acknowledge that, Your Personal Data may be used by YumNow to contact You when necessary in connection with Your use of the YumNow Site and/ or App to access the YumNow Services as follows:

What Type of Non-Marketing Communication?

Method of presentation/ sending?

Legal Basis for processing by sending?

FP Order Status Updates

YumNow Notifications

Receipts/invoices

Changes in YumNow Licence terms

Email; telephone (including sms) and in-App push notifications.

We do not need Your explicit consent for this as the "processing is necessary for the performance of a contract" under Article 6(1)(b) GDPR .

3.4 From time to time and with Your permission, YumNow may contact You and send you marketing communications as follows:

What Type of Marketing Communication?

Method of presentation/ sending?

Legal Basis for processing by sending?

How can you opt out of continuing to receive direct marketing communications?

Newsletter or information or offers regarding upcoming promotions, services or surveys.

Email; in-App push notifications

We will only send You these where You have provided Us with specific consent for this specific purpose as permitted under Article 6(1)(a) GDPR

The YumNow User can opt out of these direct marketing communications under notifications in the settings screen which each YumNow User will have to "pass" the first time they login.

Further, each marketing communication sent will provide for an opportunity to opt out.

3.5 YumNow will use Your address, wishlist, order volumes and the type of food you order to optimise marketing and the YumNow Services from time to time. We rely on legitimate interests as our lawful basis for processing theses data elements for this purpose under Article 6(1)(f) GDPR as it will help Us to serve You better and bring You choice making for a convenient and truly accessible platform.

3.6 PROFILING: We may from time to time use publicly available demographic information to determine who We target for specific events or marketing campaigns so as to avoid contacting individuals unnecessarily.

4. WHO HAS ACCESS TO YOUR DATA?

4.1 To minimise the risk of unauthorised access to Your Personal Data, We use some of Your Personal Data to authenticate Your identity when You use the App to access the YumNow Services.

4.2 For Our daily operations, We may use the Services of YumNow Service Providers to provide some of Our business and operational functions on Our behalf. Consequently, some of the YumNow Services are provided by YumNow Service Providers (including FPs and Couriers) and We need to disclose Your information to them for the sole purpose of fulfilling the YumNow Services (and for FPs (Couriers) to fulfil the FP Services (Courier Services) for FCs) only (including making improvements to the YumNow Services) and not for the purposes of those YumNow Service Providers sending marketing communications to You. We do not need Your express consent for this as the "processing is necessary for the performance of a contract" under Article 6(1)(b) GDPR .

4.3 Disclosure of Your Personal Data in Compliance with Laws

You should be aware that We may release Your Personal Data when We believe it is necessary to comply with laws or regulations, to assist law enforcement, to enforce the terms under which You transact or communicate with YumNow or with a YumNow User via the YumNow Site or App, or to protect the rights, property or safety of YumNow, a YumNow or other third parties.

4.4 Transfer of Your Personal Data outside of the EU

From time to time, We may transfer Your Personal Data to a related company, agent or contractor (also known as YumNow Service Providers) in order to improve Our YumNow Services or to assist our security, credit risk or fraud protection activities and as permitted by Data Protection Legislation from time to time. Your Personal Data is stored within the EEA in compliance with the Data Protection Legislation but may be transferred to Our hosting services provider - Amazon S.A.R.L. who operates in the US. All YumNow Service Providers that are third party data processors based in the US participate in and have certified compliance with EU-US Privacy Shield Framework - https://www.privacyshield.gov/welcome . We take all reasonable steps to ensure that Your Personal Data is treated as safely and securely as it would be within the United Kingdom and under the Data Protection Legislation. We do not need Your express consent for these transfers as the "processing is necessary for the performance of a contract" under Article 6(1)(b) GDPR .

4.5 Transfer of Personal Data in the Event of the Sale of YumNow Limited or its Assets

In the event that YumNow Limited is sold or transfers some of its assets to another party, Your Personal Data could be one of the transferred assets. If Your Personal Data is transferred, its use will remain subject to this Statement. Your Personal Data will be passed on to a successor in interest in the event of a liquidation or administration of YumNow Limited.

4.6 Other Sites and their Privacy Policies and Cookie Policies

The Site may contain links to other websites or applications. YumNow is not responsible for the privacy practices or the content of such websites or applications or for the privacy policies, cookie policies and practices of other third parties, so You should be careful to read and understand those policies independently.

5. HOW DO WE PROTECT YOUR PERSONAL DATA & FOR HOW LONG?

5.1 The privacy and protection of Your Personal Data is important to us. Any YumNow User statistics that We may collect and may provide to prospective YumNow Service Providers (including FPs) regarding Your usage of the YumNow Services are provided in anonymised and aggregate form and do not include any individually identifiable data. It is used primarily to aid the technical administration of the App, to better understand how the YumNow App (and FP Services) are functioning and to draw conclusions upon demographic information.

5.2 You acknowledge that email messages sent over the internet are not encrypted and are not secure. Despite efforts to protect Your Personal Data, We cannot ensure or warrant the security of any Personal Data You transmit to Us or any of Our YumNow Service Providers (or other YumNow Users), via, to, or from the YumNow Site or App.

5.3 RETENTION: How long We keep Your Personal Data collected through the YumNow Site depends on the context in which You provide it and the purpose for which We use it. We will only retain it for as long as is necessary for such purposes. YumNow will use its discretion to ensure that We do not keep records outside of Our normal business requirements. Our retention periods are set out in the table at Clause 2.1.

5.4 Unfortunately, the transmission of Personal Data or information via the internet is not completely secure. Although We will do Our best to protect Your Personal Data, We cannot guarantee the security of Your data transmitted to or via the YumNow Site; any transmission is at Your own risk. Once We have received Your information, We have technical and organisational measures in place to support lawful processing and to try to prevent unauthorised access.

5.5 Telephone calls: If You call any of the service telephone numbers We provide, We may record Your call. These recordings are used for training and quality control to ensure that We continuously monitor and improve Our service standards. Our legal basis for processing Personal Data in this way is supported by Article 6(1)(b) GDPR and Article 6(1)(f) GDPR

6. DO WE USE COOKIES?

For information about cookies and how they are used on the YumNow Site, please visit Our YumNow Cookie Policy .

7. YOUR RIGHTS UNDER DATA PROTECTION LEGISLATION

What is your right under the GDPR?

How do we honour your right?

The right to be informed

We must provide 'fair processing information', typically through a privacy statement such as this describing how and why we collect and use your Personal Data.

Read more guidance from the ICO on what information we should supply to You and when You should be informed (which shall differ depending on whether or not We obtained the Personal Data directly from You or a third party.

The right of access

We try to be as open and transparent as We can be in terms of giving YumNow Users access to their Personal Data. You are entitled to be aware of and be able to check the lawfulness of any processing of Your Personal Data. You can find out if We hold (and process) any Personal Data by making a 'Subject Access Request' under the Data Protection Act 1998 / GDPR . If We do hold Personal Data about You, We will let You have a copy of that Personal Data. To make a request to access Your Personal Data that We may hold, You need to put the request in writing addressing it to the postal address provided. We will action Your request without delay and at the latest within one month of Your request subject to any extensions granted.

Read more guidance from the ICO.

The right of rectification

You are entitled to have Your Personal Data rectified if it is inaccurate or incomplete. If We have disclosed this to third parties, We will inform You. We have one month initially to rectify it subject to a possible extension. Where We decide not to rectify, We shall inform You of Your further rights.

Read more guidance from the ICO.

The right of erasure

You have a legal and personal "right of erasure" which is also known as the "right to be forgotten". Upon Your request, We will close Your Account and remove Your Personal Data as soon as reasonably possible from all of Our records unless a lawful reason exists for Us to retain some or all of it.

Read more guidance from the ICO.

The right to restrict processing

You have a right to 'block' or 'suppress' the processing of your Personal Data under certain circumstances but We are still entitled to store just enough of Your Personal Data to ensure that the restriction is respected in future.

Read more guidance from the ICO.

The right to object

You have the right to object to Us processing Your Personal Data:

Unless:

· based on legitimate interests or the performance of a (legal) task in the public interest/exercise of official authority (including profiling)

We can demonstrate compelling legitimate grounds for the processing, which override Your interests, rights and freedoms; or, the processing is for the establishment, exercise or defence of legal claims.

for purposes of scientific/historical research and statistics provided that You have "grounds relating to Your particular situation".

the processing is necessary for the performance of a public interest task;

for direct marketing (including profiling)

N.B. There are no exemptions or grounds to refuse.

Read more guidance from the ICO.

The right to data portability

You are entitled to obtain (in a commonly used and machine readable form) and reuse Your Personal Data that You have provided to Us (via consent or contract performance) and which We process by automated means for Your own purposes across different services and free of charge. We must respond to a request without undue delay, and within one month whether or not We decide to action Your request. Where We decide not to, We shall inform You of Your further rights.

Read more guidance from the ICO.

Rights related to automated decision making and profiling

Subject to any GDPR exceptions, We should not take a potentially damaging decision concerning You as a result of using automated processing operations without human intervention. We must ensure that You have the opportunity to: obtain human intervention; express your point of view; and obtain an explanation of the decision and challenge it.

Read more guidance from the ICO.

8. COMPLAINTS OR QUERIES

If You have a complaint about the way in which YumNow has processed Your Personal Data or a general request for information about Our Privacy Statement or a Subject Access Request, please contact us:

Contact Name: H. Buechner

Contact Details: [email protected]

YumNow tries to meet the highest standards when collecting and using Personal Data. For this reason, We take any complaints We receive about this very seriously. We encourage You to bring it to Our attention. We would also welcome any suggestions for improving Our procedures.

We are happy to provide any additional information or explanation needed in respect of Our processing activities upon request. If You are still not happy with the way in which Your Personal Data is being processed by Us, please contact the UK's supervisory authority to whom You can lodge a complaint - www.ico.org.uk

9. DEFINITIONS & INTERPRETATIONS

Article 6(1)(a) GDPR : You have given Your consent to the processing of Your Personal Data for the specific purpose(s).

Article 6(1)(b) GDPR : the "processing is necessary for the performance of a contract".

Article 6(1)(c) GDPR : processing is necessary for compliance with a legal obligation to which We as a Data Controller are subject.

Article 6(1)(d) GDPR : processing is necessary in order to protect the vital of You or another natural person.

Article 6(1)(e) GDPR : processing is necessary for the performance of a task carried out in the public interest or in the exercise of official authority vested in Us as a Data Controller.

Article 6(1)(f) GDPR : processing is necessary for the purposes of the legitimate interests pursued by Us as a Data Controller or by a third party and such interests are not overridden by Your interests or fundamental rights and freedoms of the data subject which require protection of Personal Data.

Data Protection Legislation: refers to the Data Protection Act 1998 / GDPR together with any other applicable regulations, orders, code of practice and guidance.

Electronic Mail: includes email, text, video, voicemail, picture and answerphone messages (including push notifications and in-app notifications).

FP: refers to the food provider business who joins YumNow to access the YumNow Platform to enable it to provide the FP Services to FCs via the App.

FP Services: refers to the food preparation and Order processing partner.

Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Personal Data: has the meaning set out in the Data Protection Act 1998 / GDPR .

Subject Access Request(s): refers to a written request made in accordance with the Data Protection Act 1998 / GDPR .

YumNow Content: the content including all Intellectual Property Rights therein residing on the YumNow Site (which may or may not include Personal Data).

YumNow Services: refers to the YumNow Services We may provide to You.

YumNow Service Providers: refers to the third parties with whom We work with from time to time as a necessary part of providing the YumNow Services to You (including FPs who provide FP Services to FCs and Couriers who provide delivery services to FCs, both of whom need to know some Personal Data relating to the FC).

YumNow User: refers to the person using the YumNow Site.

10. CHANGES TO THIS STATEMENT

We keep Our Statement under regular review. This Statement was last updated on 07 th February 2018.