Vendor Terms & Conditions

1. INTRODUCTION AND ACCEPTANCE

1.1 About These Terms

These Vendor Terms and Conditions ("Agreement") constitute a legally binding agreement between One More Espresso Ltd (Company No. 16854702), a company registered in England and Wales with its registered office at 75 Royal Court Drive, Bolton, BL1 4AZ ("BrewRun", "we", "us", or "our") and the business entity using our Platform ("Vendor", "you", or "your").

1.2 Acceptance

By registering for or using the BrewRun Platform, you acknowledge that:

• You have authority to bind your business to this Agreement
• You have read, understood, and accept these terms
• Your business meets our eligibility requirements
• You agree to comply with all applicable laws and regulations

1.3 Eligibility Requirements

To use the BrewRun Platform, you must:

• Operate a legitimate food and beverage business
• Hold all required licenses and permits
• Have appropriate food hygiene certifications
• Maintain adequate insurance coverage
• Have the legal right to operate at your stated location(s)

2. THE BREWRUN MARKETPLACE

2.1 Platform Services

BrewRun provides:

• A technology platform connecting you with consumers
• Order management and communication tools
• Payment processing facilities through Stripe Connect
• Marketing visibility and discovery features
• Analytics and reporting tools
• Customer relationship management features

2.2 Independent Contractor Status

You acknowledge and agree that:

• You are an independent business, not an employee or agent of BrewRun
• You retain complete control over your products, pricing, and operations
• You are solely responsible for your tax obligations
• No employment relationship exists between us

2.3 Direct Sales Relationship

• All sales contracts are directly between you and the consumer
• You are the merchant of record for all transactions
• BrewRun facilitates but is not a party to the sale
• You are responsible for all aspects of order fulfilment

3. VENDOR REGISTRATION AND ONBOARDING

3.1 Application Process

• Complete all required registration information accurately
• Provide valid business documentation
• Verify your identity and business ownership
• Complete Stripe Connect onboarding for payment processing

3.2 Required Documentation

You must provide and maintain:

• Business registration details (Companies House, HMRC, etc.)
• Food hygiene certificates and ratings
• Public liability insurance (minimum £1 million)
• Product liability insurance
• Any required local authority permits
• Bank account details for settlements

3.3 Ongoing Verification

• We may periodically request updated documentation
• You must notify us of any material changes to your business
• Failure to maintain requirements may result in suspension

4. PLATFORM USAGE AND OPERATIONS

4.1 Menu Management

You are responsible for:

• Accurately describing all products
• Displaying correct prices (including VAT where applicable)
• Listing all allergens and dietary information
• Updating availability in real-time
• Ensuring product photos are accurate and owned by you

4.2 Order Management

You agree to:

• Accept or reject orders promptly
• Prepare orders for the specified collection time
• Maintain food safety and quality standards
• Communicate any delays immediately
• Not discriminate in order acceptance

4.3 Operating Hours

• Set and maintain accurate operating hours
• Provide advance notice of closures or changes
• Honor scheduled orders during stated hours
• Update location information for mobile operations

4.4 Quality Standards

You must maintain:

• Minimum 4-star food hygiene rating (or equivalent)
• Consistent product quality
• Professional customer service
• Clean and safe premises
• Compliance with all food safety regulations

5. FEES AND PAYMENT TERMS

5.1 Platform Fees

• Platform Fee: 2% of order value
• Payment Processing: Stripe fees (1.5% + £0.20 per transaction) paid by vendor
• Total Fee: 3.5% + £0.20 per transaction
• No monthly subscription fees during promotional period
• No setup or onboarding fees
• Fees are automatically deducted from order proceeds

5.2 Payment Processing

• All payments processed through Stripe Connect
• Funds settled directly to your bank account
• Standard settlement: Next business day
• You bear Stripe's processing fees separately
• Chargebacks and refunds are your responsibility

5.3 Promotional Pricing

• We may offer promotional fee structures
• Changes to standard fees require 30 days' notice
• Special rates may apply for high-volume vendors

5.4 Tax Obligations

You are solely responsible for:

• Charging appropriate VAT on sales
• Remitting all taxes to HMRC
• Maintaining proper financial records
• Providing tax invoices to customers if requested

6. MARKETING AND INTELLECTUAL PROPERTY

6.1 License to Use Vendor Content

You grant BrewRun a non-exclusive, royalty-free license to:

• Display your business name, logo, and branding
• Use your product descriptions and images
• Feature your business in marketing materials
• Share your location and operating information
• Display aggregated performance metrics

6.2 Marketing Support

BrewRun may provide:

• Platform visibility and discovery features
• Inclusion in promotional campaigns
• Social media featuring (with consent)
• Email marketing to relevant customers

6.3 Vendor Marketing Obligations

You agree:

• Not to disparage BrewRun or other vendors
• To display BrewRun QR codes and materials
• To acknowledge BrewRun partnership where appropriate
• Not to use BrewRun branding without permission

7. DATA AND ANALYTICS

7.1 Data Ownership

• Customer data remains property of BrewRun
• You may access data related to your transactions
• Aggregated analytics will be provided via dashboard
• You may not extract or misuse customer data

7.2 Data Protection Compliance

You must:

• Comply with UK GDPR and Data Protection Act 2018
• Only use customer data for order fulfilment
• Not market directly to customers without consent
• Implement appropriate security measures
• Report any data breaches immediately

7.3 Performance Metrics

We may track and share:

• Order completion rates
• Average preparation times
• Customer satisfaction scores
• Sales performance data

8. CUSTOMER SERVICE AND DISPUTES

8.1 Customer Service Standards

You agree to:

• Respond to customer queries promptly
• Handle complaints professionally
• Provide accurate order status updates
• Maintain high service standards

8.2 Refunds and Cancellations

• You set your own cancellation policy (within legal requirements)
• Process refunds promptly when warranted
• Bear the cost of refunds for your errors
• Cooperate with dispute resolution

8.3 Consumer Complaints

• First line resolution is your responsibility
• BrewRun will assist with escalated issues
• Serious complaints may result in suspension
• Maintain complaint records for inspection

9. INSURANCE AND LIABILITY

9.1 Required Insurance

You must maintain:

• Public liability insurance (minimum £1 million)
• Product liability insurance
• Employer's liability (if applicable)
• Business interruption insurance (recommended)

9.2 Indemnification

You agree to indemnify BrewRun against:

• Claims arising from your products or services
• Breach of this Agreement
• Violation of laws or regulations
• Infringement of third-party rights
• Acts or omissions of your employees

9.3 Limitation of Liability

• BrewRun's liability is limited to fees paid in the last 12 months
• We are not liable for indirect or consequential losses
• We do not guarantee order volumes or revenue
• Force majeure events excuse performance

10. TERM AND TERMINATION

10.1 Agreement Duration

• This Agreement commences upon acceptance
• Continues indefinitely until terminated
• Either party may terminate with 30 days' notice
• Immediate termination allowed for material breach

10.2 Suspension Rights

We may suspend your account for:

• Breach of this Agreement
• Customer safety concerns
• Fraudulent activity
• Failure to maintain required standards
• Non-payment of fees

10.3 Effect of Termination

Upon termination:

• Complete all pending orders
• Settle outstanding payments
• Remove BrewRun materials
• Cease using BrewRun branding
• Data export available for 30 days

11. WARRANTIES AND REPRESENTATIONS

11.1 Vendor Warranties

You warrant that:

• All information provided is accurate
• You have authority to enter this Agreement
• Your products are safe and legally compliant
• You own or have rights to all content provided
• You will maintain all required licenses

11.2 Food Safety Compliance

You specifically warrant:

• Compliance with Food Safety Act 1990
• Adherence to Food Hygiene Regulations 2006
• Proper allergen labeling (EU FIC Regulation)
• Temperature control compliance
• Traceability requirements

12. MODIFICATIONS AND COMMUNICATIONS

12.1 Agreement Modifications

• We may modify these terms with 30 days' notice
• Material changes require your consent
• Continued use constitutes acceptance
• You may terminate if you disagree with changes

12.2 Communications

• Primary communication via dashboard and email
• You must maintain current contact information
• Time-sensitive alerts via SMS (if opted in)
• Legal notices to registered business address

13. DISPUTE RESOLUTION

13.1 Internal Resolution

• Attempt good faith resolution first
• Escalate to BrewRun management if needed
• Mediation encouraged before litigation

13.2 Governing Law

• Governed by laws of England and Wales
• Subject to exclusive jurisdiction of English courts
• Each party bears own legal costs

14. ADDITIONAL TERMS

14.1 Platform Evolution

• We may add or modify Platform features
• Beta features may be offered selectively
• Feedback and suggestions are welcomed
• No guarantee of feature continuity

14.2 Competitive Restrictions

During the term and for 6 months after:

• You may use competing platforms
• No solicitation of BrewRun employees
• No encouragement of vendor departures

14.3 Confidentiality

• Keep confidential information secure
• Use only for Agreement purposes
• Obligation survives termination

14.4 Assignment

• You may not assign without consent
• We may assign to successors or affiliates
• Agreement binds successors

15. SPECIFIC OPERATIONAL REQUIREMENTS

15.1 Order Acceptance Criteria

• Accept/reject orders within 2 minutes
• Minimum acceptance rate of 85%
• Valid rejection reasons required
• Pattern of discrimination prohibited

15.2 Preparation Standards

• Orders ready within stated timeframe
• Clear labeling with order numbers
• Appropriate packaging for transport
• Allergen information visible

15.3 Capacity Management

• Set realistic order capacity
• Update during peak periods
• Honor accepted orders
• Communicate limitations clearly

16. DEFINITIONS

• "Consumer": End user purchasing through Platform
• "Order": Consumer request for products
• "Platform": BrewRun technology and services
• "Products": Food and beverages you offer
• "Transaction Fee": Percentage of order value charged

17. CONTACT INFORMATION

One More Espresso Ltd (trading as BrewRun)
Company Registration: 16854702
Registered Address: 75 Royal Court Drive, Bolton, BL1 4AZ
Email: hello@brewrun.app
Vendor Support: vendors@brewrun.app
Website: www.brewrun.app

ACCEPTANCE

By clicking "Accept" or using the BrewRun Platform, you confirm that:

1. You have read and understood this Agreement
2. You have authority to bind your business
3. You accept all terms and conditions
4. You will comply with all applicable laws

This Agreement was last updated in November 2025 and supersedes all previous versions.