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Privacy Statement

The purpose of this statement is to explain to you what personal information we collect and how we may use it. 1. About Us This website (https://www.qgouk.com) is owned and operated by QGO UK Ltd, a company registered in England no. 06246263, having its registered offices at Kemp House, 160 City Road, London, EC1V QGO UK Ltd is committed to protecting your privacy and maintaining the security of any personal information received from you. We strictly adhere to the requirements of the data protection legislation in the UK, including the General Data Protection Regulation 2016 and the Data Protection Act 2018. 2. Definitions Unless the context otherwise requires, in this Agreement the following expressions shall have the meanings set out below:- “Affiliate” means organisations which we partner, work or associate with; “Group Companies” or “Group Company” means any and all entities controlling or controlled by or under common control with Us. “Control” means ownership, directly or indirectly, of at least fifty percent (50%) of the voting rights in such entity, and ‘controlling’ and ‘controlled’ shall have the corresponding meaning. For the purposes of Section 13 a subscriber is defined as an “Active Subscriber” and will remain so for a period of 180 days if they open an email from QGO UK or enter a competition. 3. The Data Protection Officer (DPO) Due to the type of data we collect and the nature of our business we currently have no legal requirement to have a DPO at QGO UK Ltd. However, we will be happy to deal with any queries or requests regarding the data we hold about you. They can be contacted by email at privacy@qgouk.com or by post to Customer Relations QGO UK Ltd, Innovation Centre, Boundary Rd, Colchester CO4 3ZQ. 4. Information we collect about You and How we use it When you register on our website we may collect your name, address, email address, contact number and other contact details and content preference information. This allows us to process your registration. We do not collect sensitive information (also known as special categories of information) about you except when you specifically knowingly provide it and have consented to this. Examples are allergies in a situation where food maybe provided or a disability so we can ensure a venue can facilitate access. We do collect some information from cookies and similar software which allows us to understand how you arrive on our websites, and use and navigate round them so we can improve the sites. We obtain some information from google analytics and Facebook. The Facebook information provided is limited and only that which you have previously agreed with Facebook that they can share. 5. What we do with your Information We will use your personal information for a number of purposes including • To process your orders and provide our services, events or online content, to provide you with information about them and to deal with your requests and queries. • For administration purposes which means we may contact you for reason related to events or services ordered or online content you have signed up for, to let you know that a service or online site has been suspended for maintenance, if your subscription is about to expire to ask if you wish to renew it or if an online account has become dormant to ask if you wish to retain the account before we close it. • To provide personalised communications. • Where we provide personalised services, we may analyse the information you supply, as well as your activity on our (and other) services, so we can offer a more relevant, tailored service. For example, if you view the sports page, especially football news, first thing each day, we can present this information when you first log in. If you have selected personalisation through your account you will receive a personalised service. • A certain amount of advertising is tailored to the individual based on viewing and/or purchase habits. This is a common practice known as online behavioural advertising. You can find out more in What is online behavioural advertising. • We may show you relevant advertising on third party sites. See section 7 (on marketing) • To contact you about a submission you have made including any content you provide. • We use IP addresses and device identifiers to identify the location of users, to establish the number of visits from different countries, to limit/cap adverts of a certain type, personalise content and emails, and allow access to paywall protected content. • For analysis and research to improve our services and events offered. • We may use and disclose information in aggregate (so no individuals are identified) for marketing and strategic development purposes. 6. What if I don’t provide some or all of the information requested? The impact of this will depend on what information you withhold but the main impacts may be: • We may not be able to process or fully process your order. • We may not be able to contact you to let you know of problems regarding our events/services provided. • We may not be able to respond fully to requests and queries you may have. • We cannot personalise the service you receive. So, if you are online you will have to search more for the content type you normally view or for similar/related products. • We won’t be able to limit online adverts to products or services you have shown interest in and so you may receive adverts that mean nothing to you and are not related to your interests. Withholding marketing consent. You are free to do this at any time. It will only stop you receiving marketing. It will not impact any other service/events we provide you with. 7. Will You be contacted for Marketing Purposes? We use your personal information to update you about new products/services by post and email. We will only contact you with your consent. You will provide this either when you fill in a form to provide your data, by signing up for a newsletter, selecting your preferences in your online account or when you call us. We may personalise the message content based on information you provide us with, purchases you make and your use of QGO UK Ltd websites. We may use information which we hold about you to show you relevant advertising on third party sites (e.g. Facebook, Google, Instagram, Snapchat and Twitter). This could involve showing you an advertising message where we know you have a QGO UK Ltd account and/or have used our products and services. If you don’t want to be shown targeted advertising messages from us, some third party sites allow you to request not to see messages from specific advertisers on that site in future. If you want to stop personalised services from QGO UK Ltd, including targeted advertising messages on third party sites you can do so by amending your preferences by emailing privacy@QGOUK.com You are entitled to withhold this consent and opt out from receiving such communications at any time by not giving your consent on the form (paper or web) that collects your details or telling the operator when you call. You can also update these options by logging into your account (if you have one) and adjusting your preferences, contacting us by email at privacy@qgouk.com or by post to Information Security Officer, QGO UK Ltd., 26-34 Emerald Street, London, WC1N 3QA We will always provide you with a way of opting out of receiving future marketing messages from us, each time we send them to you. 8. What grounds (legal basis) are we processing the data under? There are a number of grounds we process your data under. These are • Contractual – we need the information to perform the contract for events or services you have requested/ordered including payment, delivery etc. • Legal – should we be legally required to contact you concerning a product e.g. a product recall. • Legitimate interest – this means the processing is in QGO UK Ltd interest. It allows us to manage the customer relationship effectively and efficiently and improve the events and/or services we provide by better understanding how our online provisions are used and which events are popular with which groups of individuals. • Consent – where you have given us consent to market to you. 9. Sharing your Information with Third Parties We may from time to time provide your personal information to third parties for the purposes of providing you with our events and services. These third party providers include payment processors, providers of card validation services, credit referencing providers, third party sales processor (includes fulfilment services) and service providers who assist us with hosting our marketing/advertising campaigns. They do not decide what is done with your data and only process it on our behalf. These third parties may be located outside the European Economic Area; however we only use providers that provide adequate protection for your information at all times. When transferring any personal information outside the EEA we only do so under one of the legally recognised transfer mechanisms for ensuring the data is safeguarded. These are: • The country in question has been deemed safe for data transfer by the European Commission. Also known as an adequacy finding. • The contract for data processing contains the standard contractual clauses laid down by the European Commission to safeguard the transfer of personal data. • Binding corporate rules – this is where a large company’s own internal processes for international data transfer have been signed-off and agreed by the European Commission as safeguarding the data. • If the data is going to the USA it can be safely transferred to a company that is certified under the EU-US Privacy Shield. • Appropriate certification schemes We will not provide your data to other third parties for marketing purposes unless you have specifically consented to this when you first provided your data to us. You are entitled to withhold this consent and opt out from receiving such third party communications at any time by not giving your consent on the form (paper or web) that collects your details or telling the operator when you call. You can also update these options by contacting us by email at privacy@qgouk.com or by post to Information Security Officer, QGO UK Ltd., 26-34 Emerald Street, London, WC1N 3QA. 10. Cookies [and web browser information] This website uses cookies. For more information about what cookies are, what we use them for and how you can delete them, please read our cookies policy. 11. What if I am aged under 16? If you are aged 16 or under, please get your parent/guardian’s permission before you provide any personal information to QGO UK Ltd as this website is not aimed at under 16’s. 12. How we Protect your Information We follow strict security procedures in the storage, use and disclosure of information which you have given us, to prevent unauthorised access to, and loss, misuse or alteration of your personal information in accordance with the UK data protection legislation. These include access control, firewalls and virus checking procedures. You are responsible for keeping any confidential passwords or other login or access details which you select or which we allocate to you secret. Whilst we take steps to ensure the security of your information, there is a risk that any information transmitted over the Internet and stored on a computer may be intercepted or accessed by an unauthorised party. If you think that someone has accessed your information held by us without your permission or gained unauthorised access to your login details, you must notify us at privacy@qgouk.com. We also recommend that if you use a shared computer or a computer in a public place such as a library that you close your browser when you have finished your session. 13. How long we hold your Data for Some of the information you provide to us is necessary to carry out repeated tasks, such as verifying your identity when signing in to use an account or providing our events and services to you or you using an online checkout. We will keep this information for as long as you remain a registered user of any of our sites and an Active Subscriber. Some information may be required for longer periods such as financial information for HMRC purposes, usually a maximum of 7 years. QGO UK Ltd do not retain your payment card information. It is keyed directly into the payment processor’s system when you provide it. We may retain anonymised information for analytical purposes. 14. Your rights regarding your Personal Information Under the Data Protection law you have a number of rights with respect to your personal information which are: • Correcting your Information You are entitled to have your personal information updated to ensure it is up-todate and accurate. This can be done by following the instructions below. • Withdrawing Consent You have the right to withdraw your consent to any processing that is currently being done under your consent e.g. marketing. Consent can be withdrawn for some processing by updating your preferences via the link in your email You can also follow the process below. • Obtaining a copy of your Information You are entitled to receive a copy of the personal information we hold about you. • Deleting your information You can request that we delete personal information in certain circumstances. These will be specific to each case. • Data Portability • You are entitled to have us transfer to another controller the personal information that you have provided us with. • Restricting Processing You can request a restriction on the processing of your data in some limited circumstances. Examples are concerns over data accuracy or we no longer require to hold your data but you have requested its retention by us to aid you in a legal matter. • Right to object to processing You are entitled to request that we stop processing your data for marketing purposes and in other limited circumstances such as asking us not to process your data by wholly automated means or not to analyse your information for targeted content etc. (also known as profiling). You can action any of these rights by contacting your normal customer service department or by contacting us by email at privacy@qgouk.com or by post to Information Security Officer, QGO UK Ltd., 26-34 Emerald Street, London, WC1N 3QA. 15. Sale of the Business Should all or part of the QGO UK Ltd business be sold to or taken over by another organisation, your personal information may move to that other organisation as part of the sale or takeover agreement. 16. Right of complaint to the Regulator for Data Protection The data protection laws in the UK are regulated and enforced by the Information Commissioner’s Office (ICO). Each individual has the right to raise a concern/complaint to the ICO if they have any concerns about how their personal information and/or privacy is treated. You can do this via The ICO’s website (https://ico.org.uk/concerns ), follow the links or have an online Live Chat Call the ICO helpline on 0303 123 1113 Email casework@ico.org.uk Postal address: Information Commissioner’s Office, Wycliffe House, Water Lane, Wilmslow, Cheshire, SK9 5AF 17. Links to Third Party Websites Our website may contain links to other websites belonging to third parties which are not covered by this privacy policy. If you want to click through to a third-party website, please make sure that you read the privacy policy for that website. 18. Updates to this Policy We may update this Policy at any time without notice. We will tell you that we have updated the policy by emailing you at the email address you have provided to us and/or by posting an announcement on the website. By continuing to use the website after we have emailed you or posted a notice informing you of an update, you accept the changes to this Policy. 19. Contacting Us If you have any questions about privacy, or wish to update your details or action any of your other data rights at any time, please contact us using privacy@qgouk.com Privacy statement updated 28th July 2020

THE QGO UK GROUP TERMS & CONDITIONS

These Terms and Conditions prevail in the event of any conflict or inconsistency with any other communications, including advertising or promotional materials.

Entry/claim instructions are deemed to form part of the terms and conditions and by participating all claimants will be deemed to have accepted and be bound by the terms and conditions. Please retain a copy for your information.

1. The Promoter: QGO UK (QGO UK Ltd), Kemp House 160 City Rd, London EC1V 2NX (registered in England and Wales, registered company number 12434327)

2. The Supplier: Please see each individual promotion for details of the prize supplier.

3. Eligibility: This prize promotion is open to UK residents (England, Scotland, Wales and Northern Ireland) aged 18 years or over, excluding employees and their immediate families (spouse, parent, child, sibling, grandparent and/or “step” family), of The Promoter, associated agents or anyone professionally connected with the prize promotion.

4. Promotional Period: Please see each individual promotion for its prize pool.

5. Entry Instructions: Please see the individual prize promotion for entry details.

6. Only one entry per person per prize promotion unless otherwise stated in the individual promotion. All additional entries will be disqualified.

7. Any entries that the Promoter consider (in our absolute discretion) to be dangerous, vulgar, offensive, indecent, illegal racist, copied, offensive, cruel or fraudulent, or infringe on the rights or copyright of others will be immediately disqualified.

8. No third party or bulk entries. If it becomes apparent that either a participant or household is using any means to circumvent this condition such as, and without limitation, multiple email accounts, multiple reproduced or computer -generated entries, using multiple identities, fraudulently falsifying data, acting fraudulently or dishonestly in the opinion of the promoter or otherwise acting in violation of these terms, these participants will be disqualified, and any prize entitlement will be void.

Incomplete, illegible, misdirected or late entries will not be accepted. Proof of sending will not be accepted as proof of delivery or receipt. No responsibility can be accepted for entries that are incomplete, lost due to technical reasons, corrupted, delayed, wrongly delivered, or not received for whatsoever reason.

9. Prize Fund: Please see each individual promotion for its prize pool.

10. Winner Selection: Prize draw winner (s)will be randomly selected by a computerised random generator from all entries. Skills based entries shall be judged based on the judging criteria, set out in the promotion, by a panel which shall include one judge independent to the Promoter.

11. Winner Notification: The winners will be notified by email via the account provided at point of entry within 14 days of the closing date and will have 14 days from notification to claim their prize. If a winner does not claim their prize within this timeframe the promoter reserves the right to withdraw prize entitlement and will award the prize to a reserve drawn at the same time as the original.

12. It is the responsibility of the entrant to provide correct, up-to-date details when entering the prize promotion and acceptance of the prize. The Promoter cannot be held responsible for winners failing to supply accurate information which affects prize acceptance or delivery of their prize.

13. General: Promoter’s decision is final and binding. No correspondence will be entered into. Entry implies acceptance of these terms and conditions.

14. Prizes must be accepted as offered by the named winner. There is no cash or alternative prizes, in whole or part. The prizes are not transferable and cannot be resold.

15. The Promoter reserves the right to substitute a prize of equal or greater value should circumstances outside its control make this necessary.

16. The Promoter reserves the right to verify winners and ask for proof of identity, age and address and to withdraw prize entitlement where there are reasonable grounds to believe there has been a breach of these terms and conditions.

17. You agree that if you are a winner, you will take part in and co-operate fully with reasonable publicity and to the use of your name, photograph and any comments in such publicity without any fee being payable.

18. By entering the Promotion, each entrant grants the Promoter a world -wide, perpetual, irrevocable, non-exclusive, transferable, royalty free and sublicensable right and licence to use reproduce, modify, adapt, publish or display (in whole or in part) any intellectual property contained in the content of their entry, without royalty, payment or other compensation. Each Entrant agrees not to assert any moral rights in relation to such use and warrants that they have full authority to grant such rights.

19. The name and county of the winners can be obtained by sending an email, 28 days after the prize promotion closing date, to hello@QGOUK.com

20. The Promoter reserves the right, at its sole discretion, to eliminate or disqualify any entries or entrants that it regards as being in breach of these terms and conditions or the spirit of the Promotion. Those who try to circumvent the entry process and/or entry instructions by any method, will be disqualified and any prize award will be void.

21. Entry into the Promotion is at the entrant’s sole risk. To the extent permitted by law, neither the Promoter nor Supplier accept any responsibility for any damage, loss, liabilities, injury, costs, expenses or claims (whether in contract, tort or otherwise) suffered by entrants or any third parties arising out of or in connection with the Promotion and/or accepting a prize. The Promoter and Supplier further disclaim liability for any injury or damage to entrants or any other person relating to or resulting from participation with this Promotion save that nothing in these terms and conditions shall act to limit or exclude the Promoter and Supplier’s liability resulting from its negligence or fraud.

22. If for any reason, the Promotion is not capable of running as planned for reasons (including but not limited to tampering, unauthorized intervention, fraud, technical failures or any other causes beyond the control of the Promoter which corrupt or affect the administration, security, fairness, integrity or proper conduct of this Promotion), the Promoter reserves the right (subject to any written directions given under applicable law) to disqualify any individual who tampers with the entry process and to cancel, terminate, modify or suspend the Promotion.

23. If an act, omission, event or circumstance occurs which are beyond the reasonable control of the Promoter and which prevents the Promoter from complying with these terms and conditions the Promoter will not be liable for any failure to perform or delay in performing its obligation.

24. The Promoter accepts no responsibility for system errors or other issues that may result in disruption to, lost, delayed or not received entries, winner notifications or prizes. The Promoter, the Supplier or its agencies will not be responsible for the non-inclusion of entries as a result of technical failures or otherwise, including any such failure which is within the control of The Promoter or its agencies.

25. Where a prize is provided by a Supplier, the Promoter accepts no responsibility for inaccuracy of any prize description, and The Supplier is responsible for prize fulfilment.

26. If any of these clauses should be determined to be illegal, invalid or otherwise unenforceable then it shall be severed and deleted from these Terms and Conditions and the remaining clauses shall survive and remain in full force and effect.

27. The Promoter and the Supplier reserve the right to cancel, amend, withdraw, terminate or temporarily suspend this promotion in the event of any unforeseen circumstances or technical reason outside its reasonable control, with no liability to any entrants or third parties but will use all reasonable endeavours to avoid consumer disappointment.

28. The decisions of the Promoter are final and binding in all matters relating to the Promotion and no correspondence will be entered into.

29. The Promotion and these terms and conditions, and any disputes arising therefrom, shall be subject to English law and the exclusive jurisdiction of the English and Welsh Courts.

30. Data Protection: Any personal information that entrants share with the Promoter will be kept secure and only used in line with these terms and conditions unless the entrant has opted in to future marketing from the Promoter and/or the Supplier. By entering the promotion, entrants agree that their information may be used by the Promoter to administer the promotion and winners consent to give their name and county for the winners’ list.

31. Our promotions and competitions are in no way sponsored, endorsed or administered by, or associated with, Facebook, Twitter or any other Social Network. You are providing your information to QGO UK and not to any other party. The information provided will be used in conjunction with the following

Privacy Policy found at https://www.QGOUK.com/termsconditions

32. By entering any Facebook promotions, entrants confirm that they have read and agree to be bound by these terms and conditions and all rules and guidelines applicable to the use of Facebook including the rules located at http://www.facebook.com/terms.php

1. OUR T&C’s and YOU

1.1 Before creating an account and placing your first order with QGO Food Delivery Services please read our T&C’s fully. 1.2 This document, together with any documents referred to in it, form our T&C’s. 1.3 These T&C’s apply when you make an order for food and/or drink items from any menu we offer (“Order”) on our website, mobile or other application, or related service (each referred to as our “Platform”). 1.4 To get in touch about a query relating to these T&C’s please see the “Contact Us” section of our website. 1.5 If you are a consumer you have certain legal rights when making an Order on our Platform. To find out more information about these rights please visit citizensadvice.org. These T&C’s apply in addition to your legal rights and do not replace them, your legal rights are not affected by these T&C’s. 1.6 By setting up an account you confirm that you have accepted these T&C’s. 2. THE COMPANY 2.1 QGO Food Delivery Services Limited (“the Company”) is a company registered in England and Wales with the company number 12630698 whose registered address is Kemp House, 160 City Road, London, United Kingdom, EC1V 2NX. 2.2 The Company’s VAT registration number is []. 2.3 To contact us please see the “Contact Us” section of our website. 3. OUR SERVCIES 3.1 The Company will do the following for the its customer (the below points combined are referred to as “the Services”): 3.1.1 Enables them to be linked with any participating restaurant (“Restaurant Partner”); 3.1.2 Facilitate the placing of Orders via the Platform; and 3.1.3 Deliver your Order to your chosen destination. 3.2 Where a customer places an Order with a Restaurant Partner, the Company acts as an agent for that Restaurant Partner using the Platform to manage your order. 3.3 After placing an Order, it will be prepared by your chosen Restaurant Partner and delivered by the Company. 4. CUSTOMER ACCOUNTS 4.1 To be able to place an order using our Platform you must create an account, providing an email address and creating a secure login method such as a password (together referred to as “Login Details”). 4.2 Before placing an Order you will need to provide payment card details. 4.3 You must keep your Login Details private and avoid others being able to access your email account or mobile/other device. If another person uses your Login Details to access your account you will be responsible to pay for any Orders placed by them and we will not be responsible for any other losses you suffer, unless the person using your Login Details obtained in because we did not keep it secure. 4.4 You may request to close your account at any time using the Platform or the “Contact Us” section of our website. 4.5 The Company may suspend or permanently close your account if we believe it has been compromised by someone else, or if we deem you to be abusing the Platform (for example for mistreating our employees, making repeated unreasonable complaints or applications for refunds you are not entitled to, or in any other reasonable situation). If we choose to permanently close your account, any outstanding credit on your account (which you validly obtained) will be refunded to the payment card on your account, or by way of bank transfer to the account details supplied by you. 5. AVAILABILITY OF SERVICES 5.1 Order and delivery from a Restaurant Partner will only be available if your chosen destination is within an area which the Restaurant Partner deems reasonable (“Delivery Area”). The Delivery Area may change due to demand or external factors including but not limited to weather and traffic conditions. The Delivery Area exists to ensure that when your Order is delivered to you the food and/or drink items are at their best. 5.2 Orders at Restaurant Partners are only available during their opening hours, which they have full control over. 5.3 If you attempt to place an Order outside of a Restaurant Partners opening hours, or with a Restaurant Partner whose Delivery Area does not include your chosen destination, we will notify you that your Order has been unsuccessful. 6. ORDER & DELIVERY 6.1 Before your Order can be confirmed it must be accepted by the Company or your chosen Restaurant Partner. Once this has happened, we will send you a notification that your order has been successful. The contract for the supply of your Order comes into effect when we send your Confirmation Email. 6.2 Some Restaurant Partners choose to operate a minimum order value policy, or to charge for delivery (“Delivery Fee”). Details of any minimum order value or Delivery Fee will be displayed on the Platform. 6.3 All food and drink items displayed on the Platform are subject to availability of your chosen Restaurant Partner. 6.4 Restaurant Partners may use nuts, gluten, dairy or other allergens in the preparation of Orders, please contact your chosen Restaurant Partner prior to ordering if you have an allergy. The Company cannot guarantee that any Order will be free from allergens. 6.5 It is your responsibility to comply with these T&C’s for any Order you place, even if it is for someone else, including but not limited to paying for all Orders or Delivery Fees on your account. 6.6 When placing an Order you will be able to choose from either delivery ASAP or delivery at a scheduled time: 6.6.1 For ASAP delivery we will give you an estimated delivery time before you place the Order and we will attempt to deliver it to you as soon as possible. You must therefore be available to accept delivery as soon as you have placed the Order; or 6.6.2 For delivery at a scheduled time you will select a preferred delivery time. You must be available to accept delivery for 15 minutes before and 15 minutes after that expected delivery time. 6.7 We regret that we may occasionally be prevented from delivering your Order on time. Where your order is more than 15 minutes late and we have not given you the option to cancel your Order, we will be sure to put things right (except where you were the cause of the delay e.g. providing the wrong address or failing to answer the door). 6.8 In the event of a failed delivery caused by you, you will still be charged for the full value of the Order and the Delivery Fee. A failed delivery caused by you includes but is not limited to the following reasons: 6.8.1 Customer did not come to the door when the delivery driver attempted delivery; 6.8.2 Customer did not answer phone when the delivery driver contacted them using the contact information provided on the account; 6.8.3 Customer was aware of the delivery driver being at the location but failed to provide access within a reasonable amount of time and the delivery driver was unable for find a safe location to leave the Order; or 6.8.4 The delivery driver refused to complete the delivery in accordance with our policy on age restricted products. 7. AGE RESTIRCTED PRODUCTS 7.1 Age restricted products include but are not limited to: 7.1.1 Alcohol 7.1.2 Tobacco and cigarettes 7.2 By law age restricted products can only be sold to persons aged 18 and over. 7.3 By placing an Order which includes an age restricted product you confirm that you are at least 18 years old. 7.4 The Company operates an age verification policy requiring delivery drivers to follow the Challenge 25 rules when delivering an order which includes an age restricted product. When the delivery driver attempts a delivery of an Order which includes an age restricted product, that driver must either: 7.4.1 Be satisfied that the individual is aged 25 or above; or 7.4.2 Ask to see a valid photo ID which proves that the individual is aged 18 or over. 7.5 The delivery driver may refuse to complete the delivery unless the customer can prove that they are at least 18 years old, or where the customer appears to be under the influence of alcohol or drugs. 7.6 Where delivery of an Order which includes an age restricted product is refused, you will still be charged the full value of the Order and the Delivery Fee. The age-restricted items will be removed, and the remainder of the Order will be given to you. If the entire order is made up of age-restricted products, the delivery will be refused altogether. 8. CANCELLING AN ORDER 8.1 You have the right to cancel your Order at any time before the Restaurant Partner has accepted the order or if they propose alternatives with which you are not happy. We will refund your payment (excluding any discounts or vouchers applied to it) to the payment card used on the Order. 8.2 If you cancel the Order any time after the restaurant has accepted it, you will be charged the full value of the Order, and if a delivery driver has been dispatched by the Company you will also be charged the Delivery Fee. 8.3 The Company or your chosen Restaurant Partner may cancel an order at any time and notify you that the order has been cancelled using the contact information you have provided on your account. You will not be charged for any orders cancelled by us or the Restaurant Partner and we will refund any payment already made to the payment card used on the Order. The Company have discretion as to whether they will apply a credit to your account for the inconvenience of a cancelled Order. 9. ORDER ERRORS 9.1 By law, the goods you receive should comply with their description, be of satisfactory quality and comply with any specific requirements which you have told us about and which we have agreed to. If you believe that your Order does not comply with these legal rights, then please get in touch using the “Contact Us” section of our website. 9.2 If you get in touch about an Order you are not satisfied with we may request to be provided with photographs or your Order showing the problem, and will carry out a small investigation with the delivery driver who delivered the order and the Restaurant Partner who prepared the order. 9.3 The Company may at its discretion provide a refund or account credit in respect of the effected part of the Order or for the whole Order, unless we have reasonable cause to believe that the problems were caused after delivery of the Order. 9.4 Prior to processing any refund or account credit we may take into consideration relevant factors including but not limited to: 9.4.1 Details of the order; 9.4.2 Your account history; 9.4.3 What occurred during the delivery; and 9.4.4 Information provided to us by the delivery driver and/or Restaurant Partner. 10. PRICES & PAYMENT 10.1 All prices listed on the Platform are inclusive of VAT. 10.2 Unless you specifically request from us a VAT invoice, you confirm that you are using are Services for personal, non-commercial use. 10.3 Prices on the Platform can change at any time at the discretion of our Restaurant Partners. 10.4 The Company reserves the right to charge a fee at its complete discretion for the provision of our services, which subject to change (“Service Fee”). You will be notified of any applicable Service Fee before placing your Order. 10.5 Restaurant Partners reserve the right to charge a Delivery Fee at their complete discretions, which is subject to change. You will be notified of any applicable Delivery Fee before placing your Order. 10.6 No changes to prices will affect an existing Order which have a Confirmation Email, unless there has been an obvious pricing error. If there is an obvious pricing error, we will make you aware as soon as possible and give you the option to: 10.6.1  Cancel the order without charge or with a full refund of any payment already made; or 10.6.2 Continue the order at the correct price. 10.7 No changes to prices will affect an order in process in your basket provided that you complete the Order within two hours of creating it. After two hours the Order will be removed from you basket and any updated prices will apply. 10.8 Payment for an Order can be made on the Platform by credit or debit card, or any payment method made available by the Company. Once your Order has a Confirmation Email, the Order amount will be authorised and marked for payment on your chosen credit or debit card. Payment can also be made by voucher or account credit, subject to any related Company policy. 10.9 Payment is made directly to the Company acting as an agent for the Restaurant Partner only, we are authorised by our Restaurant Partners to accept payment on their behalf. Payment of the Order amount and any applicable Delivery Fee will fulfil your obligations to pay the price to the Restaurant Partner. 10.10 On occasion Restaurant Partners may offer special offer which will be displayed on the Platform. These offers will be at the complete discretion of the Restaurant Partner, and unless the offer states a fixed period of availability it can be withdrawn at any time (except where your Order has already been confirmed by Confirmation Email). 10.11 At the time of placing your Order you will have the option to add a discretionary tip/gratuity payment in addition to the Order value, which your delivery driver will receive 100% of. Alternatively, you can give your delivery driver a discretionary cash tip/gratuity on delivery, which the delivery driver will keep 100% of. 11. CUSTOMER LOSS OR DAMAGE 11.1 The Company shall be responsible for any loss or damage suffered by you that is a foreseeable consequence of us breaching these T&C’s or for failing to use reasonable care and skill in relation to your use of our Services. We will not be responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is obvious that it will happen or if you specifically told us that it might happen before you placed the Order. 11.2 The Company do not seek to exclude or limit any responsibility for loss and damage where it would be unlawful to do so, including any responsibility for death or personal injury caused by a failure of us, our employees, agents or subcontractors: 11.2.1 To use reasonable care and skill; 11.2.2 For fraud; 11.2.3 For fraudulent misrepresentation; 11.2.4 For breach of your legal rights in Clause 9.1; or 11.2.5 For defective Orders that would be covered by the Consumer Protection Act 1987. 11.3 Subject to Clause 11.1 and 11.2, the Company will not be responsible for any loss or damage that you suffer as a result of you own breach of these T&C’s, or as a result of any IT failure (other than within our own Platform). 12. MISCELLANEOUS 12.1 The Company process your personal data in accordance with our Privacy Policy, which can be found on our website. 12.2 Where the Company or you have the right to enforce these T&C’s against the other, that right will not be lost even where the person who has the right delays enforcing it or waives their right to enforce it in any instance. 12.3 If a court or any other authority declares any part of these T&C’s to be illegal or ineffective, the rest of the T&C’s will remain in force and be unaffected. 12.4 The Company reserve the right to make changes to these T&C’s at any time, provided that we give you notice by email (to the email address provided on your account).Changes to the T&C’s will not affect any Order which has been placed which you have received a Confirmation Email for. 12.5 These T&C’s are governed by English Law and any proceedings in relation to them shall be brought in the Courts of England and Wales. 12.6 As required by EU law we provide you with a link to the EU’s online dispute resolution portal ec.europa.eu, however we do not participate in dispute resolution under this process.

1. INTERPRETATION

1.1. The following rules of interpretation apply in this Agreement:

1.1.1. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.1.2. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.1.3. A reference to writing or written includes email.

1.2. The following definitions apply in this Agreement:

1.1.1. “Agreement” means these Terms and Conditions together with the relevant Engagement Contract.

1.1.2. “Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

1.1.3. “Company” means QGO Food Delivery Services Limited, or any affiliate company of them which is signatory to any accompanying agreement.

1.1.4. “Company Branding” means the “QGO Food Delivery Services” logo, name, website address and/or mobile or other application link.

1.1.5. “Company Policy” means any policy, current or future, put in place by the Company which the Restaurant is required to comply with. The Company reserve the right to update and supplement such policies at any time by giving written notice to the Restaurant.

1.1.6. “Confidential Information” includes but is not limited to:

1.1.6.1. Personal data identifying or relating to any of the Company’s customers (including but not limited to names, addresses and other personal information such as dietary requirements and details of other household members), suppliers or employees;

1.1.6.2. Training materials, and other confidential material provided to you during the course of the Agreement;

1.1.6.3. Details of relationships or arrangements with the Company’s other 1 Copyright © QGO Logistical Systems Limited 2020. All rights reserved. suppliers and business partners, including but not limited to restaurants;

1.1.6.4. Details of the Company’s business methods, finances, pricing strategy, marketing or development plans or strategies; and

1.1.6.5. Any other information you know to have been divulged to you by the Company or by a third party in the course of performing the Services, in confidence

1.1.7. “Customer” means a user of the Platform, or the Restaurants direct services, for the purposes of food and/or drink order and/or delivery.

1.1.8. “Default” means any act or omission, or failure by the party to perform any relevant obligation for 90 consecutive days, or for 90 days out of a 120-day period.

1.1.9. Delivery Area” means a ten-mile radius from the Restaurant, unless otherwise agree by the Company in writing.

1.1.10. “Delivery Fee” means a fee charged to the Customer for the delivery of their Order.

1.1.11. “Delivery Services” means the transportation of Orders from the Restaurant to the Customer by QGO Drivers, within the Delivery Area.

1.1.12. “Engagement Contract” means the Engagement Contract (Restaurant Partner) signed by the Restaurant which forms part of this Agreement.

1.1.13. “Engagement Fee” means the fee payable by the Restaurant to the Company on initial engagement for set-up, detailed in the relevant Engagement Contract.

1.1.14. “Employees” includes agents, consultants, officers, representatives, sub-contractors or advisers.

1.1.15. “Equipment” means a touch screen terminal and thermal printer for the purposes of accepting and labelling Orders. It does not include the Software.

1.1.16. “Force Majeure Event” means events, circumstances or causes beyond a parties reasonable control including but not limited to:

1.1.16.1. An act of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods);

1.1.16.2. War, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilisation, requisition, or embargo, rebellion, revolution, insurrection, or military or usurped power, or civil war;

1.1.16.3. Contamination by radio-activity from any nuclear fuel, or from any 1 Copyright © QGO Logistical Systems Limited 2020. All rights reserved. nuclear waste from the combustion of nuclear fuel, radio-active toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly;

1.1.16.4. Riot, commotion, strikes, go slows, lock outs or disorder; or

1.1.16.5. Acts or threats of terrorism.

1.1.17. “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral 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, rights in computer software, 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.

1.1.18. “Marketing” means using Restaurant Branding in any marketing materials including in print or broadcast media, via the internet or mobile or other applications and on social media, and on the Platform, and expressly indicating that the Restaurant is available to receive Customer on the Platform.

1.1.19. “Menu” means the full selection of food and/or drink items which the Restaurant offers for Order by Customers.

1.1.20. “Order” means an order placed by a Customers for item(s) from the Menu.

1.1.21. “Platform” means any website, ordering platform, mobile application or other application made available by the Company.

1.1.22. “QGO Drivers” means drivers provided by QGO Food Delivery Services Limited, or an affiliate company of them.

1.1.23. “Restaurant” means the relevant restaurant engaging the Company for the Services.

1.1.24. “Restaurant Branding” means the relevant Restaurants logo, name, website address and/or mobile or other application link.

1.1.25. “Services” means a combination of one or more the following:

1.1.25.1. Display details of the Restaurant and their Menu on the Platform and facilitate a real-time ordering process enabling Customers to place Orders on the Platform; and

1.1.25.2. Deliver the Orders from the Restaurant to the Customer using QGO Drivers. 1 Copyright © QGO Logistical Systems Limited 2020. All rights reserved.

1.1.26. “Service Fees” means the fees charged by the Company for performing the Services.

1.1.27. “Software” means the software installed on the Equipment, in whichever version or format as supplemented and updated from time to time, including the source code and all Intellectual Property Rights therein.

1.1.28. “Territory” means the United Kingdom.

2. STRUCTURE

2.1. This Agreement is made up of these Terms and Conditions and the relevant Engagement Contract.

2.2. This Agreement governs the overall relationship between the parties.

2.3. This Agreement shall commence on the date it is signed by the Restaurant and shall continue until terminated in accordance with Clause 8.

2.4. If an inconsistency between the Terms and Conditions and the relevant Engagement Contract arise, the Terms and Conditions shall prevail (except to the extent stated otherwise in the relevant Engagement Contract).

2.5. This Agreement takes precedence over any other terms and conditions referred to in any documentation submitted by the Restaurant and any contrary provisions shall have no effect.

2.6. The Company reserves the right to make changes to this Agreement to comply with any laws or where the amendments will not materially affect the nature or quality of the Services, by giving written notice of any such changes to the Restaurant. Where changes are made other than as mentioned above, the Restaurant has the right to terminate the agreement in line with Clause 8 of these Terms and Conditions or Clause 8 of the relevant Engagement Contract. Where the Restaurant continues use of the Services after any amended Agreement becomes effective, this will constitute binding acceptance of the amended Agreement.

3. RESTAURANT OBLIGATIONS

3.1. The Restaurant shall:

3.1.1. Co-operate with the Company in all material matters relating to the service;

3.1.2. Provide such assistance as the Company shall reasonably require promptly, ensuring all information provided is complete and accurate in all 1 Copyright © QGO Logistical Systems Limited 2020. All rights reserved. material respects;

3.1.3. Use all reasonable endeavours to perform its obligations in Clause 3 of the relevant Engagement Contract

3.1.4. Use all reasonable endeavours to meet or exceed the Service Expectations in Clause 5 of the relevant Engagement Contract;

3.1.5. Comply with any Company Policies;

3.1.6. Act reasonably and in good faith for the duration of the Agreement; and

3.1.7. Use reasonable care and skill when performing its obligations and comply with all laws.

4. COMPANY OBLIGATIONS

4.1. The Company shall use all reasonable endeavours to provide the Services;

4.1.1. In all material respects in accordance with their obligations under Clause 4 of the relevant Engagement Contract;

4.1.2. Meeting or exceeding the applicable Service Expectations in Clause 5 of the relevant Engagement Contract;

4.2. The Company shall use reasonable care and skill when providing the Services and apply with all laws.

5. SERVICE EXPECTATIONS

5.1. If either party Defaults on their obligations under Clause 5 of the relevant Engagement Contract, the defaulting party will be liable to remedy the Default in the manner required by the other party.

5.2. Where the defaulting party fails to remedy the Default or disagree with the manner of remedy required by the other party the matter will be referred to Alternative Dispute Resolution set out in Clause 14.

6. FEES & PAYMENT

6.1. The Restaurant shall pay the Engagement Fee and Service Fees in accordance with Clause 5 of the relevant Engagement Contract. 1 Copyright © QGO Logistical Systems Limited 2020. All rights reserved.

6.2. If either party fails to pay any sum due to the other party under this Agreement on the due date it shall owe interest on such sum from the due date up to and including the date of actual payment at the rate of 2% above the base rate of the Bank of England. Interest will accrue daily and shall be payable on demand.

6.3. The Company may set off any amount due to it, or any Company affiliated with it, by the Restaurant under the Agreement.

7. INTELLECTUIAL PROPERTY

7.1. Except where specifically stated otherwise in the Agreement:

7.1.1. The Company and its licensors shall retain ownership of, and the Restaurant shall not acquire any right, title or interest in or to, the Company’s Intellectual Property Rights where the Company controlled them before or after the date or this Agreement; and

7.1.2. The Restaurant and its licensors shall retain ownership of, and the Company shall not acquire any right, title or interest in or to, the Restaurants Intellectual Property Rights where the Restaurant controlled them before or after the date or this Agreement; and

7.2. The Restaurant grants the Company, and any company affiliated to it for the purposes of this Agreement, a non-exclusive, royalty-free, non-transferable licence to use the Restaurant Branding for the duration of the Agreement in the Territory:

7.2.1. On the Platform;

7.2.2. For Marketing purposes; and

7.2.3. As otherwise reasonably desirable or necessary to provide the Services to the Restaurant, with the prior written approval of the Restaurant.

7.3. The Company grants the Restaurant a non-exclusive, royalty-free, nontransferable licence to use the Company Branding for the duration of the Agreement in the Territory for the purposes of advertising the fact that the Company, or any company affiliated to it, provides the Services to the Restaurant.

7.4. The Restaurant shall only use the Company Branding provided to them by the Company, and shall not use any other logos, images or artwork to advertise their partnership. The Restaurant shall comply with any Company Policy relating to Company Branding.

7.5. The Restaurant warrants and undertakes that the Restaurant Branding does not and will not infringe the Intellectual Property Rights of any third party. The Restaurant shall indemnify the Company, and any company affiliated to it, in full against any Losses suffered or incurred by the Company, or any company 1 Copyright © QGO Logistical Systems Limited 2020. All rights reserved. affiliated to it, arising out of or in connection with any claim brought against the Company, or any company affiliated to it, for alleged or actual infringement of a third party’s rights arising out of or in connection with the Restaurant Branding.

7.6. The Company warrants and undertakes that the Company Branding does not and will not infringe the Intellectual Property Rights of any third party. The Company shall indemnify the Restaurant in full against any Losses suffered or incurred by the Restaurant arising out of or in connection with any claim brought against the Restaurant for alleged or actual infringement of a third party’s rights arising out of or in connection with the Company Branding.

8. TERMINATION

8.1. This Agreement will continue until one of the following occurs:

8.1.1. The Agreement is terminated in accordance with Clause 8 of the relevant Engagement Contract.

8.1.2. Without affecting any other right or remedy available to it, the Company terminates the Agreement with immediate effect due to a breach by the Restaurant of Clause 7.5 of these Terms and Conditions.

8.1.3. Without affecting any other right or remedy available to it, either party terminates the Agreement with immediate effect due to discovering that at any time the other party has done any act or thing that contravenes anti-bribery, anti-corruption, or anti-slavery laws (including any regulations, statutes, codes, sanctions or other).

9. LIABILITY

9.1. Nothing in this Agreement will limit or exclude either party’s liability for:

9.1.1. Death or personal injury caused by negligence of that party or its Employees;

9.1.2. Fraud or fraudulent misrepresentation; or

9.1.3. Any other liability to the extent that it cannot be excluded or limited by law.

9.2. Subject to Clause 9.1 of these Terms and Conditions, neither party shall have any liability to the other in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with the Agreement whether direct or indirect, or for any special, indirect consequential loss for loss of:

9.2.1. Profits;

9.2.2. Sales or business; 1 Copyright © QGO Logistical Systems Limited 2020. All rights reserved.

9.2.3. Agreements or contracts; or

9.2.4. Use or corruption of software, data or information 10. CONFIDENTIALITY 10.1. Clause 10 does not apply to Confidential Information which was in the public domain before it was provided to or made available to the relevant party, or where it entered the public domain after it was provided to or made available to the relevant party by means other than a breach of Clause 15 or where the relevant party had knowledge of a breach by any third party.

10.2. Neither party shall use the other party’s Confidential Information for any purpose other than understanding, exercising its rights, or performing its obligations under this Agreement.

10.3. Each party undertakes that it shall not at any time during the term or after the termination of this agreement disclose, or cause to allow to be disclosed, to any person any Confidential Information concerning the business, affairs, clients or contractors of the other party, except:

10.3.1. To its Employees who need to know such information for the purposes of carrying out the party’s obligations under the Agreement. Each party shall ensure that its Employees to whom it discloses the other party’s Confidential Information comply with this Clause 10; or

10.3.2. As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.4. Neither party shall directly or indirectly make derogatory or detrimental remarks about the other party or its Employees either verbally or in writing, including but not limited to on any social media platform.

11. FORCE MAJEURE, VARIATION & SEVERANCE

11.1. Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from a Force Majeure Event, provided that party uses all reasonable efforts to remedy and mitigate the effects of the Force Majeure Event.

11.2. Except as set out in this Agreement, no variation shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.3. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not 1 Copyright © QGO Logistical Systems Limited 2020. All rights reserved. possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.

12. ENTIRE AGREEMENT & THIRD-PARTY RIGHTS

12.1. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

12.2. The Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute one agreement.

12.3. Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

12.4. Nothing in this Agreement will establish any employment relationship, partnership or joint venture between the parties, or mean that one party becomes the agent of the other party, nor does the Agreement authorise any party to enter in to any commitments for or on behalf of the other party.

12.5. Neither party may assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement without the prior written consent of the of the other party, such consent not to be unreasonably withheld.

13. NOTICES

13.1. Any notice or other communication given to a party under or in connection with the Agreement shall be delivered in writing to its registered office (if a company) or its principal place of business (in any other case).

13.2. Any notice or communication shall be deemed to have been received:

13.2.1. If delivered by hand, on signature of a delivery receipt;

13.2.2. If sent by pre-paid first-class post or other next working day delivery service, at 09:00 on the second Business Day after posting;

13.2.3. If sent by email, at the time of sending or if after 16:00, 09:00 on the next Business Day

13.3. Clause 13 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute 1 Copyright © QGO Logistical Systems Limited 2020. All rights reserved. resolution.

14. GOVERNING LAW, JURISDICTION & ALTERNATIVE DISPUTE RESOLUTION

14.1. The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

14.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.

14.3. If a dispute arises out of or in connection with the Agreement, its performance, validity or enforceability (“Dispute”) then except as expressly provided for in the Agreement, the parties shall use the following procedure:

14.3.1. Either party may call a meeting of the parties by giving not less than 15 Business Days’ written notice to the other, and each party shall procure that a least one authorised representative of that party attends all such meetings;

14.3.2. Those attending the relevant meeting shall use all reasonable endeavours to resolve the Dispute. If the meeting fails to resolve the Dispute within 15 Business Days of it being referred to it, either party may refer the Dispute to a person of appropriate seniority of the other party by notice in writing, who shall co-operate in good faith to resolve the Dispute as amicably as possible within 15 Business Days of the Dispute being referred to them;

14.3.3. If the person of appropriate seniority fails to resolve the Dispute in the allotted time, the parties may within that period agree in writing to enter into an alternative dispute resolution procedure with the assistance of a mediator agreed by the parties; and

14.3.4. If the parties reach a settlement, such settlement shall be reduced to writing and, once signed by an authorised representative of each of the parties, shall be and remain binding on the parties.

14.4. The procedure in Clause 14, if used, shall be binding on the parties with regard to participation in a mediation but not as to its outcome. All negotiations connected with the Dispute shall be conducted in strict confidence and without prejudice to the rights of the parties in any legal proceedings. 1 Copyright © QGO Logistical Systems Limited 2020. All rights reserved.

14.5. Nothing in Clause 14 restricts either party from seeking any equitable remedy in the courts in accordance with.

15. DATA PROTECTION In this Clause the following additional definitions apply:

“Controller”, “Processor”, “Data Subject”, “international organisation”, “Personal Data” and “processing” all have the meanings given to them in DP Laws (and related terms like “process” shall have corresponding meanings).

“Complaint” means a complaint or request relating to the obligations of either party under DP Laws that is relevant to the Protected Data, including any compensation claim from a Data Subject or any notice, investigation or other action from a regulator or Supervisory Authority.

“Data Subject Request” means a request made by a Data Subject to exercise any of their rights under DP Laws.

“DPIA” means a data protection impact assessment, as described in DP Laws.

“DP Laws” means any law, enactment, regulation, regulatory policy, by law, ordinance or subordinate legislation relating to the processing, privacy, and use of Personal Data, that applies to the Restaurant, the Company and/or the Services, including:

(1) Any laws or regulations implementing EU Directives 95/46/EC (Data Protection Directive) or 2002/58/EC (ePrivacy Directive);

(2) The General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) and all relevant Member State laws giving effect to or corresponding with the GDPR;

(3) Any judicial or administrative interpretation of any of the above, and any guidance, guidelines, codes of practice, approved codes of conduct or approved certification mechanisms issued by any relevant Supervisory Authority, in each case, as in force and applicable

“DP Losses” means all liabilities, including:

(1) Costs (including legal costs), claims, demands, actions, settlements, charges, procedures, expenses, losses and damages; and

(2) To the extent permitted by law:

(a) Administrative fines, penalties, sanctions, liabilities or other remedies imposed by a Supervisory Authority or any other relevant regulatory 1 Copyright © QGO Logistical Systems Limited 2020. All rights reserved. authority;

(b) Compensation to a Data Subject ordered by a Supervisory Authority, court or other tribunal of competent jurisdiction; and

(c) The costs of compliance with investigations by a Supervisory Authority or any other relevant regulatory authority.

“Personal Data Breach” means a breach of security or other action or inaction leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Protected Data.

“Protected Data” means Personal Data received from or on behalf of the Customer for the purposes of placing an Order.

“Sub-Processor” means another Processor used by either party for processing activities in relation to the Protected Data.

“Supervisory Authority” means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering DP Laws.

15.1. Operation

15.1.1. The Restaurant shall:

15.1.1.1. Make a record of any allergy information provided by the Customer, provided against the relevant Order number (not the Customer name);

15.1.1.2. Not attempt to access or use any Order Info more than 48 hours after the Order was placed (or permit any other person to do so); and

15.1.1.3. Not otherwise process the Order Info for any purpose other than fulfilment of the Order, and in particular shall not copy or record for its own purposes any Protected Data.

15.1.2. If the Restaurant reasonably requires access to the Protected Data following the date of this Agreement for lawful purposes to:

15.1.2.1. Deal with a Customer complaint; or

15.1.2.2. Respond to a Data Subject Request, (together, the “Agreed Purpose”), then the Company shall, upon written request, provide Restaurant with access to the Protected Data to the extent required for the Agreed Purpose. 1 Copyright © QGO Logistical Systems Limited 2020. All rights reserved.

15.1.3. The Company shall provide through the Equipment to the Restaurant:

15.1.3.1. Sufficient details of the Customer’s Order to allow the Restaurant to process and fulfil the Order;

15.1.3.2. Details of any allergy information provided to it by the Customer in connection with the Order; and

15.1.3.3. Customer name and delivery location details, where it is necessary to use the Equipment to generate a label to be affixed to the Order, (together, the “Order Info”).

15.2. Data processing obligations

15.2.1. The parties acknowledge and agree that, in respect of the Protected Data, each party is an independent controller in common (and not a joint controller).

15.2.2. Each party shall comply with DP Laws and its obligations under this Agreement in connection with the processing of Protected Data. The Restaurant shall only use Protected Data for the purpose of processing fulfilling the Order in accordance with paragraph 2 or for the Agreed Purpose.

15.2.3. Applicable DP Laws may in the future change, or be scheduled to change, in a way that either party considers this Agreement is no longer adequate for the purpose of the data sharing arrangements envisaged hereunder. In such circumstances, upon request by either party, the parties (acting reasonably and in good faith) shall promptly meet to discuss, agree and document appropriate changes to the Agreement.

15.2.4. Each party may deal at its discretion with all Data Subject Requests and Complaints that it receives directly from a Data Subject or the person making the Complaint. The Restaurant shall notify the Company of Data Subject Requests within 3 days of receipt by the Restaurant of such Data Subject Requests.

15.2.5. Each party agrees to provide reasonable and prompt assistance to the other party as necessary to enable the other party to comply with Data Subject Requests and/or to respond to any other queries or Complaints received from Data Subjects or Supervisory Authorities and, in each case, related to the Protected Data.

15.2.6. In respect of any Personal Data Breach (actual or suspected) related to the Protected Data, the Restaurant shall notify the Company of the breach without undue delay (but no later than 24 hours after becoming 1 Copyright © QGO Logistical Systems Limited 2020. All rights reserved. aware of the Personal Data Breach) and provide the Company without undue delay (wherever possible, within 24 hours of becoming aware of the breach) with all details relating to the breach as the Company reasonably requires.

15.2.7. To the extent permitted by law, neither party shall:

15.2.7.1. Notify a Supervisory Authority or Data Subject of any Protected Data Breach; or

15.2.7.2. Issue any public statement about or otherwise notify any Data Subject of any Protected Data Breach, without first consulting with, and obtaining the consent of, the other party, such consent not to be unreasonably withheld or delayed.

15.2.8. The Restaurant shall not retain or process any Protected Data for longer than is necessary in connection with carrying out the Agreed Purpose, or, if longer, to adhere to its binding requirements in law.

15.2.9. The Restaurant shall without undue delay, and at the Company’s written request, either permanently and securely delete or securely provide all of the Protected Data to the Company once processing by the Restaurant of the Protected Data is no longer required for a specific Agreed Purpose. This requirement shall not apply to the extent retention and storage of any data is required for the Restaurant’s own legitimate record keeping purposes or by law (in which case the Restaurant shall ensure that such retention and storage is in compliance with DP Laws).

15.2.10. Each party (the “Indemnifying Party”) shall indemnify and keep indemnified the other party (the “Indemnified Party”) in respect of all DP Losses suffered or incurred by the Indemnified Party, arising from or in connection with any breach by the Indemnifying Party or any of its Data Processors and sub-Processors of its obligations under this Schedule.

15.2.11. Each party shall provide reasonable assistance, information and cooperation in connection with the Protected Data to the other party to assist the other party to ensure compliance with its obligations under DP Laws.