This Master Framework Letter Agreement (Letter) represents and confirms our mutual agreement with respect to "
your business" or you) participation on the proprietary mobile platform currently made available by Shocal LTD. (Shocal or us) or its affiliates and referred to as the Shocal Platform. Upon signing by both parties, this letter represents a binding and enforceable legal contract between you and Shocal as of the date set forth above (Effective Date).
The terms of our agreement are as follows:
1. Structure of Agreement
Our agreement shall consist of this Letter, together with any addendums (individually, an Addendum) addressing areas of collaboration agreed to by both of us (this Letter and any and all such Addendums are collectively the Agreement). Each such Addendum that references this Letter, once executed by both parties, will be incorporated into this Letter by reference. In connection with each Addendum, we will designate those actions, responsibilities and services to be respectively provided by each of us. In the event of a conflict, mutually agreed terms contained in an Addendum will supersede conflicting terms contained in this Letter, but only with respect to the activities designated in such Addendum.
2. Intended Projects
We each agree to work in good faith with one another on certain collaborative projects, which may include those outlined below or other projects as we mutually agree, in connection with the products you provide or make available (each, a Product) via the Shocal Platform. Each project will be further specified in an Addendum, and any such project will only be undertaken once we mutually execute such Addendum.
a. Shocal App The general availability of Products during your normal business hours. Your customers may select Products from your menu.
3. Shocal Platform
Upon execution of an applicable Addendum, the Shocal Platform will be made available to you for you to access and request on-demand delivery services provided by Delivery Partners. Delivery Partner is defined as an independent contractor that intends to provide on demand delivery services using Shocals proprietary technology platform under license from Shocal. Neither Shocal nor its affiliates provide any delivery or logistics services. Rather, the Shocal Platform (a) provides lead generation, demand prediction, payment processing and other related services in connection with your sale and delivery of Products and (b) allows companies like yours to connect and contract with Delivery Partners. You agree that Shocal may make available to your customers a receipt and/or invoice for the provision and delivery of Product(s) they purchased from you via the Shocal Platform. You: (i) appoint Shocal as your limited payment collection agent solely for the purpose of accepting payments from your customers on your behalf via the payment processing functionality facilitated by the Shocal Platform; and (ii) agree that payment made by your customer to Shocal shall be considered the same as payment made directly by your customer to you.
4. Delivery Services
For purposes of delivery of the Products, Shocal and the Delivery Partners shall operate under cover of your retail license privileges and control, as your agent, and not employee. For the sake of clarity, as between you and us, you, through the services provided by Delivery Partners, are responsible for the delivery of Products and you maintain possession, control and care of the Products until they leave your premises.
5. Availability of Products
a. Products . Shocal will provide you reasonable advice regarding demand prediction, which you may use in connection with your determination of the quantity and type of Products you make available via the Shocal Platform.
b. Taxes . You are responsible for determining and setting the retail price (Retail Price) for each Product to be made available for sale via the Shocal Platform. You shall be the retailer, provider or seller of all Products (including delivery services related to such Products) for VAT and other sales tax purposes and the responsible party for collection and remittance of the applicable taxes. For the sake of clarity, the retail price for each Product shall include VAT and other sales tax, but you are solely responsible for determining all applicable taxes and identifying and informing Shocal of the appropriate tax amount for Shocal to charge on your behalf for Products sold under this Agreement. Except as may be expressly agreed in this Agreement, each party shall be responsible for its expenses and costs during its performance under this Agreement.
c. Product Inventory . You maintain title to all Product inventory until each Product is delivered to your customer. You are responsible for the costs of all Substandard Products. You are responsible for costs related to reimbursement to your customers in the event any such customer(s) request a refund for unsatisfactory Product(s) (including, without limitation, any costs associated with retrieving any such unsatisfactory Product(s), if applicable). Shocal may deduct refunds from the payment made to you under this Agreement.
6. Publicity and data
a. Publicity . Except as may be expressly set forth in this Agreement or an applicable Addendum, neither party may issue a press release or otherwise refer to the other party in any manner with respect to this Agreement or otherwise, without the prior written consent of such other party.
b. Data . Personal Data means any information obtained in connection with this Agreement (i) relating to an identified or identifiable natural person; (ii) that can reasonably be used to identify or authenticate an individual, including but not limited to name, contact information, precise location information, persistent identifiers, and (iii) any information that may otherwise be considered personal data or personal information under the applicable law. Retailer agrees to use, disclose, store, retain or otherwise process Personal Data solely for the purpose of performing the services contemplated by this Agreement. Retailer shall maintain the accuracy and integrity of any Personal Data provided by Shocal in its possession, custody or control. Retailer agrees to retain Personal Data provided to Retailer by Shocal solely by using the software and tools provided by Shocal.
7. Confidential Information.
Confidential Information means any confidential, proprietary or other non-public information disclosed by one party (the Discloser) to the other (the Recipient), whether disclosed verbally, in writing, or by inspection of tangible objects. Confidential Information will not include that information that (a) was previously known to the Recipient without an obligation of confidentiality; (b) was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or (c) is or becomes publicly available through no fault of the Recipient. Each Recipient agrees that it will not disclose to any third parties, or use in any way other than as necessary to perform this Agreement, the Disclosers Confidential Information. Each Recipient will ensure that Confidential Information will only be made available to those of its employees and agents (and, in the case of Shocal, its affiliates) who have a need to know such Confidential Information and who are bound by written obligations of confidentiality at least as protective of the Discloser as this Agreement before such individual has access to the Disclosers Confidential Information. Each Recipient will not, and will not authorise others to, remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Disclosers Confidential Information. The foregoing prohibition on disclosure of Confidential Information will not apply to the extent the Discloser has authorised such disclosure, nor to the extent a Recipient is required to disclose certain Confidential Information of the Discloser as a matter of law or by order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose and reasonably assist in obtaining a protective order prior to making such disclosure. Upon expiration or termination of this Agreement and as requested by a Discloser, each Recipient will deliver to the Discloser (or destroy at the Disclosers election) any and all materials or documents containing the Disclosers Confidential Information, together with all copies thereof in whatever form.
7a. Shocal LTD will not use any data gathered on any of its platforms to open indirect competition any stores that the same services advertised on this Shocals Platforms.
8. Representations and Warranties; Disclaimer.
a. Each party hereby represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) it is duly organised, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the Term will not enter into, any agreement that would prevent it from complying with or performing under this Agreement; (d) it will comply with all applicable laws and regulations in its performance of this Agreement; and (e) the content, media and other materials used or provided as part of this Agreement shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.
b. EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
9. Indemnification.
a. Indemnified Claims. Each party (the Indemnifying Party) will indemnify, defend and hold harmless the other party, its affiliates and their respective directors, officers, employees and agents (the "Indemnified Party") from and against any and all claims, damages, losses and expenses (including reasonable legal fees) (collectively, Losses) with respect to any third party claim arising out of or related to: (a) the negligence or willful misconduct of the Indemnifying Party and its employees or agents (in your case, excluding Shocal and Delivery Partners to the extent they are your agents pursuant to Section 4) in their performance of this Agreement; (b) any claims that the Indemnifying Party breached its representations and warranties in this Agreement; (c) any claims that the Indemnifying Partys Marks infringe a third partys intellectual property rights, as long as such Marks have been used in the manner approved by the Indemnifying Party; or (d) any breach of and/or non-compliance with applicable data protection laws. In addition, you will indemnify, defend and hold harmless the Shocal Indemnified Parties from and against any and all Losses with respect to any third party claim arising out of or related to any harm resulting from your violation or alleged violation of any applicable retail food or other health and safety code, rule or regulation, except to the extent such harm was directly caused by the gross negligence or willful misconduct of Shocal or its employees, agents or the relevant Delivery Partner(s). Notwithstanding anything to the contrary in this Agreement, you shall, at your expense, defend, indemnify and hold harmless Shocal against all liability and loss in connection with (i) any loss, unauthorized disclosure, theft, or compromise of personal data by or from you and/or your sub-processors and (ii) any breach of and/or non-compliance with the Agreement or where appropriate, any EU data protection legislation by you and/or your sub-processors. .
b. Procedure . Each Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defence of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defence of a claim, at Indemnifying Partys expense.
10. Limits of Liability
EXCEPT FOR A PARTYS INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY, (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CLAIM FOR ANY INDIRECT, WILLFUL, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, FOR LOSS OF BUSINESS PROFITS, OR DAMAGES FOR LOSS OF BUSINESS OF RETAILER OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, OR LOSS OR INACCURACY OF DATA OF ANY KIND, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTYS TOTAL CUMULATIVE LIABILITY OF EACH AND EVERY KIND UNDER THIS AGREEMENT SHALL NOT EXCEED £10,000. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
11. Insurance
During the Term and for one (1) year thereafter, each party shall maintain Public and Products Liability and, if required by law, Employers Liability insurance. The Public and Products Liability insurance policy limits shall be not less than One Million Pounds Sterling (£1,000,000) combined single limit per occurrence for bodily injury, death and property damage liability, and Two Million Pounds Sterling (£2,000,000) in aggregate. All policies shall be written by reputable insurance companies with a Bests policyholder rating of not less than A VII. Such insurance shall be primary and non-contributing to any insurance maintained or obtained by the other party and shall not be cancelled or materially reduced without thirty (30) days prior written notice to the other party. Upon a partys request, the other party shall provide evidence of the insurance required herein. In no event shall the limits of any policy be considered as limiting or confirming the liability of a party under this Agreement.
12. Term and Termination
This Agreement shall commence on the Effective Date and, unless earlier terminated as provided below, shall continue for a period of one (1) year from the Effective Date (Initial Term) and shall automatically renew for successive one (1) year periods (each, a Renewal Term and together with the Initial Term, the Term). Either party may terminate this Agreement in the event of a material breach by the other party if the breach is not cured by the other party within two (2) days notice thereof by the non-breaching party. Either party may terminate this Agreement in its entirety at any time without cause by giving seven (7) days prior written notice of termination to the other party. Sections 1, 5(b), 710, 11 (for the period specified), this last sentence of 12 and 1314 shall survive the expiration or termination of this Agreement.
13. General
This Agreement shall be governed by and construed in accordance with the laws of England and Wales without regard to its conflict of laws provisions. You hereby consent to exclusive jurisdiction and venue in the courts sitting in England and Wales. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that partys right to enforce such provisions or exercise such option. Any modification or amendment to this Agreement shall be effective only if in writing and signed by both parties. In the event any provision of this Agreement is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this Agreement (and each of the remaining terms and conditions contained herein) shall remain in full force and effect. Any delay in or failure by either party in performance of this Agreement shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, strikes, work stoppage or other labour disturbances, war or sabotage (each being a Force Majeure Event ). The affected party will promptly notify the other party upon becoming aware that any Force Majeure has occurred or is likely to occur and will use commercially reasonable efforts to minimise any resulting delay in or interference with the performance of its obligations under this Agreement. This Agreement may not be assigned, in whole or in part, by a party without the prior written consent of the other party, provided that each party may assign this Agreement, upon notice to the other party, to (a) an affiliate of such party, or (b) in connection with the sale of all or substantially all of such partys equity, business or assets. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns. Nothing in this Agreement shall be deemed to create any joint venture, joint enterprise, or agency relationship among the parties (except as specifically set forth in Section 4 above), and no party shall have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto, in the absence of a separate writing, executed by an authorised representative of the other party. Each party shall be solely responsible for its employees and contractors used in connection with this Agreement. This Agreement contains the full and complete understanding and agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporary understandings and agreements, whether oral or written, relating such subject matter hereof. This Agreement may be executed in one or more counterparts and by exchange of electronically signed counterparts transmitted by pdf format, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument.
Sincerely, On behalf of Shocal LTD.
Shocal LTD
Managing Director on behalf of Shocal LTD
Ashley Washington
Managing Director A
1. Shocal App
This Addendum governs the general availability of your Products via the Shocal Platform (Shocal App). You agree to make items for your menu available via the Shocal App during your normal business hours, and as further set forth in this Addendum or mutually agreed between the parties.
2. Reporting
Shocal will give you information regarding the number of Products picked up by Delivery Partners and sold by you to your customers pursuant to this Addendum. Shocal will also provide information regarding any refunds given to your customers, including the date of the transaction, the Product ordered, the reason for the refund and any other information Shocal is permitted to provide under applicable privacy laws.
3. Payment
Service Fee. In consideration for Shocals lead generation, demand prediction, payment processing and other related services
Shops / Restaurants: 18%
E-Tickets: 6%-10%
b. Remittance. Shocal will remit to you the total (i) Product Payment earned by you, plus the Discount, if any, (ii) less (1) any refunds given to your customers (such final remitted amount being the Product Revenue). The Product Revenue will be remitted on a weekly basis.
4. Restrictions
Delivery Partners are independent contractors, and as such, they reserve the right to refuse to accept any item in their sole discretion. Orders cannot weigh (in the aggregate) more than thirty (30) pounds. The following restricted items may not be sent via the Shocal Platform: people or animals of any size, illegal items, dangerous items (like weapons, explosives, flammables, etc.), stolen goods, or any items that you do not have permission to send.
5. Other Notes
Not withstanding anything to the contrary, for the first 56 days following the Addendum Effective Date, the Service Fee under this Addendum
provided via the Shocal Platform under this Addendum, Shocal will charge you a Service Fee of
Shops / Restaurants: 18%
E-Tickets: 6%-10%
plus VAT for each Product sold by you via the Shocal App, which is a discounted amount that we are offering you in exchange for your expediting your customers orders via the Shocal App. Shocal will calculate the Service Fee as follows: the Retail Price of the Product(s) sold by you via the Shocal App (including any VAT or other sales tax collected on your behalf) (the Product Payment) multiplied by the above Service Fee percentage. The Service Fee shall be net of any VAT or other sales taxes. If you are paid for a Product, you are responsible for the Service Fee even if a Delivery Partner is unable to complete the delivery.
If you need help in adding stock onto your store, we can add it for you with a standard admin fee of
£49 this will be deducted from your first payment.
