Terms & Conditions

STUDENTS UNION MANAGEMENT SYSTEM LTD APP AND WEBSITE TERMS AND CONDITIONS

v.1.0 l Last Updated 18 June 2020

IMPORTANT LEGAL NOTICE

This page sets out the terms and conditions (Site Terms) on which we, Students' Union Management System Limited (we, our or SO), provide access to our website studentorders.co.uk and any SO mobile application through which you order products (together, the Site).

Please read these Site Terms carefully before ordering any products or services through the Site. By ordering products or services through the Site (whether now or in the future), you agree to be bound by these Site Terms. Use of the Site is also subject to these Site Terms.

We may change these Site Terms from time to time by changing them on this page. We advise you to save these Site Terms onto your device, and/or print a copy of them, for future reference. These Site Terms are only in the English language.

Use of your personal information submitted via the Site is governed by our Privacy Policy which can be found at studentorders.co.uk.

References to “Site” in these Site Terms includes any current or future version of our website studentorders.co.uk and any SO mobile application(s) through which you access and use our Site (in each case whether accessed through any current or future platform or device, and including without limitation any mobile website, mobile application, affiliate website or related website for accessing and using our Site that may be developed from time to time).

By accessing the Site, you indicate that you accept these Site Terms. If you don’t accept these Site Terms, you should leave the Site immediately, and you will not be able to order any products or services through it.

TERMS AND CONDITIONS OF USE AND SALE

1. INTRODUCTION AND OUR ROLE

1.1. Company details: Students' Union Management System Limited is a company registered in England & Wales with company number 10112096, whose registered office is at The Engine Shed, Brayford Pool, Lincoln, Lincolnshire, United Kingdom, LN6 7TS

1.2. VAT number: Our VAT number is GB 184165203

1.3. Orders for Products: We provide a way for you to send your orders (an Order or Orders) for one or more products (a Product or Products) to takeaway or delivery restaurants in the UK (a Restaurant or Restaurants) that are displayed on the Site. The legal contract for the supply and purchase of Products is between you and the Restaurant with whom you place your Order. We will in all cases conclude the sale of Products on behalf of, and as commercial agent for, the Restaurants.

2. SITE ACCESS AND TERMS

2.1. Acceptance of terms: By accessing any part of the Site, you indicate that you accept these Site If you don’t accept these Site Terms, you should leave the Site immediately, and you will not be able to order any Products through the Site.

2.2. Site access: You may access some areas of the Site without making an Order or registering your details with us. Most areas of the Site are open to

2.3. Responsibility: You are responsible for making all arrangements necessary to have access to the Site. You are responsible also for ensuring that all persons who access the Site through your internet connection are aware of these Site Terms, and that they comply with them.

2.4.Revision of terms: We may revise these Site Terms at any time. You should check regularly the Site to review the current Site Terms, because they are binding on you. You will be subject to the policies and terms and conditions in force at the time that you place an Order through the Site.

3. YOUR STATUS

3.1.Capacity and age: By placing an Order through the Site, you warrant that you are at least 18 years old and legally capable of entering into binding contracts with Restaurants.

3.2. Food allergies and intolerances: If you have a specific food allergy or intolerance, you must contact the relevant Restaurant directly to check that the food is suitable for you, before placing your Order. We cannot guarantee that any of the Products sold by the Restaurants are free of allergens and/or suitable for persons with particular allergies or intolerances. If you have any doubts or queries regarding food allergies and intolerances relating to your Order, you must telephone the Restaurant (using the Restaurant’s contact details as set out on the Site and/or on the Restaurant’s website) on collection or delivery (as applicable) of the Products, prior to the consumption of any food.

3.3. Alcohol, cigarettes and other smoking products: In relation to alcohol, cigarettes and other smoking products:

3.3.1. You acknowledge and agree that: it is an offence for: (a) any person under the age of 18 to buy, or attempt to buy, alcohol in the UK, or; and (b) any person to buy, or attempt to buy, alcohol, tobacco or other smoking products in the UK on behalf of any person who is under the age of 18;

3.3.2. If your Order includes any alcohol, cigarettes or other smoking products, you will be asked to provide proof of your age on collection or delivery of your Order. Your chosen Restaurant reserves the right not to complete the delivery of the alcohol, cigarettes or other smoking products to you, if:

a. you are unable to provide proof that you are aged 18 or over to the satisfaction of your chosen Restaurant, or

b. the Restaurant reasonably believes that the alcohol, cigarettes or other smoking products you have ordered have been bought by you on behalf of someone under the age of 18.

4. HOW TO MAKE AN ORDER AND HOW IT IS PROCESSED

4.1. Putting together your Order: Once you have selected the Products you wish to order from the menu of your chosen Restaurant and provided all other information required, you will be given the opportunity to submit your Order by clicking or selecting the button marked "proceed", "place my order" (or similar). You must check carefully all information that you

enter and correct any errors before clicking or selecting this button; once you do so you will be entering into a contract with the Restaurant and (subject to clause 4.2) errors cannot be corrected afterwards.

4.2. Amending or cancelling your Order: Once you have submitted your Order and your payment has been authorised, you may not change or cancel your Order, nor will you be entitled to a refund (but see clauses 4.4 and 5.5 for details of the process relating to rejected Orders and refunds). If you wish to change or cancel your Order, you must contact the Restaurant by telephone using the Restaurant’s contact details as set out on the Site and/or on the Restaurant’s website. However there is no guarantee that you will be able to reach the Restaurant, or speak to someone at the Restaurant, or that the Restaurant will agree to your request (as they may already have started processing your Order).

4.3. Payment authorisation: Where any payment made by you is not authorised, your Order will not be processed or communicated to the relevant Restaurant.

4.4. Processing your Order and rejections by Restaurants: On receiving your Order, we will send it to the relevant Restaurant and email you to say that your Order has been received and is being processed. Any confirmation page that you may see on the Site and any Order confirmation email that you may receive, each confirms that you have a contract for the sale of Products with a Restaurant but does not necessarily mean that your Order will be fulfilled by that Restaurant. We encourage our Restaurants to accept all Orders and to communicate promptly any rejection, and we will notify you (generally by email) as soon as reasonably practicable if a Restaurant rejects your Order. However, Restaurants have the ability to reject Orders at any time because they are too busy, due to weather conditions, due to incorrect pricing where they are unable to agree with you an alternative price pursuant to clause 5.2, or for any other reason. In doing so, Restaurants will be in breach of their agreement with you; and so any payment made in respect of the Order will be returned to you in accordance with clause 5.

4.5. Delivery or Collection of your Order: Estimated times for deliveries and collections are provided by the Restaurants and are estimates only. Neither we, nor the Restaurants, guarantee that Orders will be delivered, or will be available for collection, within the estimated times.

4.6. If collecting your Order, you will be required to collect your Order directly from the Restaurant at the location specified on the Site (the Collection Location). You must arrive at the Restaurant to collect your Order at or just before the time at which your chosen Restaurant tells you the Order is expected to be ready for collection (the Target Collection Time). Restaurants will hold your Order for you for 30 minutes after the Target Collection Time. If you fail to collect your Order within 30 minutes after the Target Collection Time, the Restaurant may dispose of your Order. You will still be charged for the Order in the event you fail to collect your Order from the Restaurant.

4.7. Despite our, and Restaurants’, best efforts, unfortunately things do not always go to plan: There may be times when Orders are not ready for collection at the Target Collection Time. If your Order is not ready more than 20 minutes after the Target Collection Time, we will work with you to make things right unless you have caused the delay (e.g. because you changed your Order after it was confirmed).

4.8. Commercial agency: Any orders processed by SO through the Site are processed by SO in its capacity as commercial agent of the relevant Restaurant. Student Orders acts as the Merchant of Record selling the goods you are purchasing.

5. PRICE AND PAYMENT

5.1. VAT and delivery costs: Prices will be as quoted on the Site. These prices include VAT but may exclude delivery costs (if you opt for delivery instead of collection) and the Restaurant’s administration or service charge (if any). These will be added to the total amount due where applicable.

5.2. Incorrect pricing: This Site displays multiple menus and it is possible that some may include incorrect prices. If the correct price for an Order is higher than the price set out on the Site, normally we will contact you before that Order is processed. In such an event, neither we nor the relevant Restaurant is under any obligation to ensure that the Order is provided to you at the incorrect lower price or to compensate you in respect of incorrect pricing.

5.3. Payment methods: Payment for Orders must be made by an accepted credit or debit card or by Apple Pay or Google Pay through the Site, to the Restaurant at the point of delivery to, or collection by, you.

5.4. Card payments: If you pay by credit or debit card, you may be required to show the card to the Restaurant at the time of delivery or collection as proof of identification and so the Restaurant can check that the card corresponds with the Order’s receipt data. From time to time there may be delays with the processing of card payments and transactions and this may result in payments taking up to 60 days to be deducted from your bank account or charged to your credit or debit card

5.5. Rejected Orders: Standard banking procedures mean that, once you have submitted an Order that you are paying for by credit or debit card and your payment has been authorised, your bank or card issuer will "“ringfence"” the full Order amount. If your Order is rejected subsequently by the Restaurant (as described in clause 4.4) or cancelled for any other reason, your bank or card issuer will not transfer to us the funds for the Order; they will instead release the relevant amount back into the available balance in your account. However, this may take between 3 and 5 working days (or longer, depending on your bank or card issuer). You acknowledge and agree that neither we nor the relevant Restaurant will be responsible or liable to you in relation to this delay by your bank or card issuer in the release of funds back into your

6. CUSTOMER SERVICE

6.1. General: Customer service matters to us. Subject to clauses 6.5 and 11, your chosen Restaurant will try to assist you where possible if you have any problems with your Order. You can contact a Restaurant’s customer services team (or equivalent) by calling the telephone number shown on the Site and/or on the Restaurant’s website.

6.2. Questions about your Order: If your Order is taking longer than expected or you have any other problems with your Order, you can contact your chosen Restaurant’s customer services team (or equivalent) as described above.

6.3. Changing or cancelling your Order: If you wish to change or cancel your Order after it has been submitted and payment has been authorised, you may contact your chosen Restaurant’s customer services team (or equivalent) as described above. However there is no guarantee that you will be able to reach the Restaurant, or speak to someone at the Restaurant, or that the Restaurant will agree to your request (as they may already have started processing your Order).

6.4. Complaints or feedback: If you are happy, or dissatisfied with the quality of any Products or the service provided by a Restaurant, please consider providing, feedback in the form of ratings, comments and reviews on the relevant Restaurant’s website (if the function is

available) or on third party review sites such as tripadvisor.co.uk (each a Review and together, Reviews) to reflect your experience. Reviews play a role in our quality control process.

6.5. Compensation: If you are dissatisfied with the quality of any Products or the service provided by a Restaurant and wish to seek a refund, a proportionate price reduction or any other compensation, you should contact the Restaurant directly to lodge your complaint and, where appropriate, follow the Restaurant’s own complaints procedures. If you are unable to contact the Restaurant, or the Restaurant refuses to deal adequately with your complaint, you can contact us at [email protected] within 48 hours of placing your Order and we will attempt to contact the Restaurant within 10 working days in order to request compensation on your behalf. However, the legal contract for the supply of Products is between you and the Restaurant with whom you place your Order. We have no control over Restaurants and the quality of the Products or service that they provide. We are not able to provide, any compensation to you on behalf of a Restaurant.

7. LICENCE

7.1. Permitted use: You are permitted to use the Site and print/download extracts from the Site for your own personal non-business use, on the following basis:

7.1.1. You are not allowed to use any of the Site’s materials or the Site itself for commercial purposes, without obtaining from us a licence to do so.

7.1.2 You will not misuse the Site (including but not limited to by “scraping” or hacking).

7.1.3 Unless stated otherwise, all copyright and other intellectual property rights in the Site and materials published on it (including but not limited to photographs and other images) are owned by us and/or our licensors. All rights in them are reserved. Any use of extracts from the Site (otherwise than in accordance with this clause 7.1) is prohibited.

7.1.4 You are not permitted to modify digital or paper copies of any materials that you print off in accordance with clause 7.1. You may not use any video or audio sequences, pictures, photographs or any other graphics separately from any accompanying text.

7.1.5 You shall ensure that our status as the author of the Site’s materials is acknowledged.

7.2. Limitation on use: Except as stated in clause 7.1, the Site may not be used, and no part of the Site may be reproduced or stored in any other Site or included in any public or private electronic retrieval system or service, without our prior written permission

7.3. Reservation of rights: Any rights not expressly granted in these Site Terms are reserved.

8. SITE ACCESS

8.1. Availability: Whilst we seek to ensure the Site is available for 24 hours a day, we have no obligation to do so, and we will not be liable to you if the Site is unavailable at any time or for any period.

8.2. Access suspension: We may suspend temporarily access to the Site at any time and without notice.

8.3. Information security: Transmission of information over the internet is not completely secure. Although we take steps to protect your information as required by law, we cannot guarantee the absolute security of your data transmitted to the Site. Any transmission of information is at your own risk.

9. USER MATERIAL

9.1. General:

9.1.1. Other than personally identifiable information, which is covered under our Privacy Policy which can be found at studentorders.co.uk, any material which you post, transmit or upload to the Site (User Material) will be considered non-proprietary and non- confidential. By posting/ uploading/ and/or transmitting any User Material, you confirm that you own (or otherwise control) all rights in such User Material. We will have no obligation with respect to User Material, and we (and anyone we nominate) will be free to disclose, distribute, copy, incorporate and/or otherwise use User Material and all data, images, sounds, text and any other things embodied in it, for any commercial or non-commercial purpose(s) of our

9.1.2. You confirm that any User Material which you upload, post or transmit does not and will not breach any restriction in clause 9.2.

9.2. User Material Policy: You are prohibited from uploading, posting or transmitting to or from the Site any User Material that:

9.2.1 breaches any applicable law (whether local, national or international); or

9.2.2. contains viruses or any other harmful programs; or

9.2.3. is unlawful or fraudulent; or

9.2.4 amounts to unauthorised advertising.

9.3. Removal of User Material: The prohibited acts listed in clause 9.

are not exhaustive. We may (but do not undertake any obligation, except as required by law) and have the sole discretion to remove or edit at any time any User Material uploaded, posted or transmitted to the Site that we determine breaches clause 9.2 is otherwise objectionable.

9.4. Use of Material: User Material contained on the Site are for information purposes only and do not constitute advice from us. User Material reflect the opinions of persons who have ordered through the Site or other third parties, and any statements, advice or opinions provided by such persons are theirs only. We assume (to the fullest extent permitted by law) no responsibility or liability to any person for any User Material, including but not limited to, any mistakes, obscenity, defamation, omissions or falsehoods contained in such materials.

9.5. Images: Any food images displayed on the Site are provided only as a design feature of the Site. They may not be either an image of food produced or prepared by the Restaurant from which you choose to order, or representative of the food you receive from a Restaurant.

9.6. Liability: By using the Site, you agree to indemnify us against any losses, damages and claims (and all related reasonable costs) incurred by or made against us by a Restaurant or any other third party arising out of or in connection with any User Material that you provide in breach of any of the representations and warranties, agreements or restrictions in this clause 9.

9.7. Disclosure to authorities and courts: We will cooperate fully with any competent authority which requests or directs us to disclose the identity or location of anyone posting any User Material in breach of clause 9.2 or any other applicable restriction. You release us to the fullest extent permitted by law from all liability in respect of such disclosure.

10. LINKS TO AND FROM OTHER WEBSITES

10.1 Third party websites: Links on the Site to third party websites are provided for your convenience only. By clicking on these links, you will leave the Site. We have not reviewed nor do we control any of these third party websites and we are not responsible for these websites, their availability or content. We do not endorse or make any representation about these websites, their content, or the results from using such websites or content. If you decide to access any third party website linked to the Site, you do so at your own risk.

10.2 Linking: You may link to the Site’s homepage (studentorders.co.uk), provided that:

10.2.1. you do so in a fair and legal way which does not damage or take advantage of our reputation;

10.2.2. you don’t establish a link from a website that is not owned by you or in a way that suggests a form of association with or endorsement by us where none exists;

10.2.3. any website from which you link must comply with the content standards set out in these Site Terms;

10.2.4. we may withdraw linking permission at any time, for any reason.

11. DISCLAIMERS

11.1 Site information: Whilst we try to ensure that information on the Site is correct, we don’t promise that it is accurate or complete. We may make changes to the material on the Site, or to the functionality, Products and prices described on it, at any time and without notice. The material on the Site may be out of date; we make no commitment to update that material.

11.2 Allergy, dietary & other menu information: When a Restaurant signs up with us, they must provide us with up-to-date menu information. We include this information on their dedicated page on the Site. Where this information includes allergy or other dietary information, we will do our best to republish this information on the Site exactly as it appears on the restaurant's menu. If you have, or someone you are ordering for has, a concern about food allergies, intolerances or other dietary preferences, you must contact the Restaurant directly before placing your order. Please don’t use the “leave a note for the Restaurant” box to notify a Restaurant of your food allergies or intolerances; you must contact the Restaurant directly.

11.3 Restaurant actions and omissions: The legal contract for the supply of Products is between you and the Restaurant with whom you place your Order. We have no control over the actions or omissions of Restaurants. By using the Site, you acknowledge and accept the following:

11.3.1. We do not give any undertaking that the Products ordered through the Site from any Restaurant will be of satisfactory quality or suitable for your purposes and we disclaim any such warranties

11.3.2. Estimated times for deliveries and collections are provided by the Restaurants and are estimates only. Neither we, nor the Restaurants guarantee, that Orders will be delivered, or will be available for collection, within the estimated times.

11.3.3. We encourage all Restaurants to accept all Orders and to communicate any rejection promptly, and we will notify you (generally by email) as soon as is reasonably practicable if a Restaurant rejects your Order. However, we do not guarantee that Restaurants will accept and fulfil all Orders; Restaurants have the discretion to reject Orders at any time because they are too busy, if you fail to provide proof of age for purchases of alcohol, cigarettes or other smoking products when required, due to weather conditions, or for any other reason. Restaurants will not be obliged to deliver an Order to an address outside of their agreed delivery area, which may change from time to time.

11.3.4. The disclaimers in this clause 11.3 do not affect your statutory rights against a Restaurant.

11.4Exclusion of terms: We provide you with access to and use of the Site on the basis that, to the maximum extent permitted by law, we exclude all representations, warranties, conditions, undertakings and other terms in relation to the Site and your use of it (including any representations, warranties, conditions, undertakings and other terms which might otherwise apply to the Site and your use of it, or be otherwise implied or incorporated into these Site Terms, by applicable law).

12. OUR RESPONSIBILITY FOR LOSS OR DAMAGE THAT YOU SUFFER

12.1. We are responsible to you for any loss or damage that you suffer that is a foreseeable result of our breaking these Site Terms or of our failing to use reasonable care and skill in relation to your use of the Site. We are not responsible for any loss or damage that is not foreseeable. Loss or damage is “foreseeable” if it is either obvious that it will happen, or if you told us that it might happen, for example if you tell us about particular circumstances that might increase the loss or damage arising from our breach of these Site Terms before you place an Order.

12.2. We do not exclude or limit our responsibility to you for loss or damage where it would be unlawful to do so. This includes any responsibility for death or personal injury caused by our failure, or the failure of our employees, agents or subcontractors, to use reasonable care and skill; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Products, as summarised at clause 6.5; or for defective Items under the Consumer Protection

Act 1987. Subject to clause 12.1, we are not responsible for any loss or damage that you suffer as a result of your own breach of these Site Terms, or as a result of any IT hardware or software failure other than a failure in our Site.

12.3. We have taken every care in the preparation of our Site. However, we will not be responsible for any errors or omissions in relation to such content or for any technical problems you may experience when using our Site. If we are informed of any inaccuracies on our Site we will attempt to correct them as soon as is reasonably possible. To the extent permitted by law, we exclude all liability (whether arising in contract, in negligence or otherwise) for loss or damage which you or any third party may incur in connection with use of our Site and any website linked to our Site and any materials posted on it. This does not affect our liability for death or personal injury arising from our negligence, or our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, or any other liability which cannot be excluded or limited under applicable law.

12.4. If we are providing services at your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property.

12.5. Subject to clauses 12.1 to 12.4, our total liability to you in respect of all other losses arising under or in connection with the Site or your use of it, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed twice the value of your Order or £100.00 (one hundred pounds Sterling), whichever is higher.

13. TERMINATION

13.1. Grounds for termination: We may terminate or suspend (in our absolute discretion) with immediate effect your right to use the Site by notifying you in writing (including by email) if we believe in our sole discretion that you have:

13.1.1. breached clause 10.2;

13.1.2. used the Site in breach of clause 7.1;

13.1.3. posted any User Material in breach of clause 9.2 or

13.1.4. breached any other material terms of these Site Terms

13.2. Obligations upon termination: Upon termination or suspension in accordance with clause

13.1. you must immediately destroy any extracts from the Site which you have downloaded or printed.

14. WRITTEN COMMUNICATIONS

14.1. Applicable laws require that some of the information or communications we send to you should be in writing. When using the Site (including ordering Products from the Site), you accept that communication with us will principally be electronic. We will contact you by email or provide you with information by posting notices on the Site. You agree to this electronic means of communication and acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

15. EVENTS OUTSIDE OUR CONTROL

15.1. We will not be liable or responsible for any failure to perform, or for any delay in the performance of, any of our obligations under these Site Terms that is caused by events

outside of our reasonable control (each such event being a Force Majeure Event as defined in clause 15.2).

15.2. A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes in particular (but shall not be limited to) the following:

15.2.1. strikes, lock-outs or other industrial action;

15.2.2. fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

15.2.3. epidemic or pandemic;

15.2.4. civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, , war (whether declared or not) or threat or preparation for war;

15.2.5. impossibility of the use of public or private telecommunications networks;

15.2.6. impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and

15.2.7. the acts, decrees, legislation, regulations or restrictions of any government.

15.3. Our performance under these Site Terms is deemed to be suspended for the period that any Force Majeure Event continues, and we will have an extension of time for performance for the duration of such period. We will use our reasonable commercial endeavours to bring any Force Majeure Event to a close or to find a solution by which our obligations under these Site Terms may be performed despite the Force Majeure Event.

16. ADDITIONAL TERMS

16.1. How we may use your personal information. We will only use your personal information as set out in our Privacy Policy7.

16.2. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these Site Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

16.3. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Site Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

16.4. Assignment. We may transfer our rights and obligations under these Site Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract. You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Site Terms to another person if we agree to this in writing.

16.5. Entire agreement. These Site Terms and any document expressly referred to in them constitute the whole agreement between you and us and supersede all discussions, negotiations, correspondence, previous arrangements, understandings or agreements between us relating to the subject matter of any contract.

16.6. Headings: The headings in these Site Terms are included for convenience only and shall not affect their interpretation.

16.7. Which laws apply to this contract and where you may bring legal proceedings. These Site Terms are governed by English law and you can bring legal proceedings in the English courts. If you live in Scotland you can bring legal proceedings in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in either the Northern Irish or the English courts.