1. Introduction

This Agreement establishes the terms for the use of “MealShift-Client” and “MealShift-Driver” mobile applications (“Mobile Applications” or “Services”) and associated products and services (“Services”). It is a legally binding agreement between the user (“User” or “you”) and MealShift LTD (“MealShift,” “we,” “us,” or “our”). By accessing and using the Mobile Applications and Services, you agree to the terms outlined in this Agreement. If entering on behalf of a business, you confirm authority to bind the entity. Failure to agree to these terms prohibits access to the Mobile Applications and Services.

2. Purpose

MealShift serves as a user-friendly platform connecting Users with Independent Couriers through “MealShift-Client” and “MealShift-Driver” mobile apps. Users, such as restaurants, utilize the “MealShift-Client” app to post ‘Shifts’ or individual delivery requests, engaging independent couriers. Couriers use the “MealShift-Driver” app to find and fulfill these delivery requests. Couriers operate independently, entering into contracts with requesters for compensation upon completion of delivery services.

3. Definitions and Interpretation

• MealShift-Client App: Used by restaurants to post ‘Shifts’ or delivery requests.
• MealShift-Driver App: Utilized by independent couriers to find and fulfill delivery requests.
• Independent Couriers (Drivers): Autonomous drivers engaging with the MealShift platform.
• Shift: Fixed working hours contracted between users and independent couriers.
• Pay Per Drop: Individual delivery requests by users to independent couriers.
• Requester/User: Entity posting ‘Shifts’ or delivery requests.
• Contract: Agreement between selected courier and requester upon acceptance of a delivery request.
• Compensation: Payment from requester to courier for delivery services.
• App: Mobile application providing the MealShift platform.
• Users/Restaurant: Collective term for restaurants and users engaging couriers.
• Driver/Courier/Rider: Independent driver providing delivery services.
• Schedule: Future planned deliveries or shifts.
• Hire: Engagement of a driver for an agreed number of hours (shift).
• Invite: Direct invitation from users to drivers for delivery jobs.
• Data Protection Laws: GDPR and Data Protection Act 2018.

4. Special Conditions for Independent Couriers (Drivers)

Independent Couriers operate autonomously, providing Deliveries of Goods. MealShift acts as an intermediary, connecting Users and Independent Couriers. MealShift does not directly supervise the delivery process. MealShift’s role is to facilitate contact between Users and Independent Couriers.

5. Accounts and Membership

Users must be at least 18 years old to use the Mobile Application and Services. By using them, you confirm your age. You are responsible for account security, and providing false information may lead to account termination. Unauthorized account uses must be reported promptly. MealShift may suspend or delete accounts for violations.

6. Amendment to Terms

MealShift reserves the right to amend terms. Users are responsible for regularly reviewing them. Amendments are effective upon posting on the MealShift platform. Continued use implies acceptance. MealShift encourages inquiries at [email protected].

7. Creating an Account

7.1 User Eligibility: Users must meet outlined criteria, typically being at least 18 years old.

7.2 Registration: Initiate registration through MealShift-Client or MealShift-Driver App, based on role.

7.3 Account Information: Provide accurate details during registration.

7.4 Verification: MealShift may implement verification processes for account authenticity.

7.5 Account Security: Users are responsible for account security.

7.6 Acceptance of Terms: Users implicitly agree to terms by creating an account.

7.7 Confirmation: Successful account creation results in a confirmation notification.

8. Termination and Suspension

Failure to adhere to terms may result in withdrawal of access, warnings, legal action, and suspension.

9. User’s Assurances

The User assures MealShift and the Independent Courier that:

• Goods will be delivered to a named individual.
• User obtained permission from the Requester and Recipient(s) to share their information (name, address, phone number) with MealShift and the Independent Courier for Delivery.
• User won’t request Delivery to inaccessible Recipient(s) or challenging addresses.
• Service and Delivery Request will be used for legal purposes only.

10. Estimated Fee and Delivery Fee

Considering the above, an estimated Fee, including the Delivery Fee, is calculated and deemed agreed upon by the User and Independent Courier.

11. Delivery Procedures: Independent Courier and User Roles

Upon confirmation through the Application, the Independent Courier takes possession of goods. The User is accountable for timely goods availability; if the order is not prepared for collection, the Independent Courier may choose to wait or cancel the delivery at their discretion. The suggested route by the Application is discretionary for the Independent Courier, who is not obliged to follow estimated timeframes but is committed to timely deliveries, considering various factors and aligning with standard business operations.

12. Automated Delivery Fees and Rates

Fees for the Delivery of Goods are automatically calculated by the Application using an algorithm. This algorithm considers variables such as the User’s chosen transport type, distance between Collection and Delivery Addresses, and supply-demand fluctuations. The Fees encompass the MealShift company’s Commission for connecting users with independent couriers and platform maintenance. For Fee details and rates, email: [email protected].

13. Guidelines for Independent Couriers Collaborating with MealShift

13.1 Compliance Standards: Couriers must meet minimum standards and adhere to additional requests from users, requesters, or MealShift. If a courier uses a substitute, they are responsible for ensuring their substitutes comply with these standards.

13.2 Transport Conditions: Couriers must verify that their equipment meets delivery requirements before accepting a delivery request.

13.3 Equipment Requirements: Couriers are required to possess the necessary equipment for delivery capacity and quality.

13.4 Equipment Usage: Couriers must have a suitable insulated thermo delivery bags.

13.5 Professionalism: Couriers are expected to conduct themselves professionally and uphold user requirements.

14. Cancellation Policy

14.1 Cancellation by the user/requester:

Shift:  For ASAP bookings, users can cancel or reschedule within 10 minutes of engaging the courier without charges unless the driver is en route, in which case a fee equivalent to 1 hour’s pay applies. If the cancellation occurs after the driver arrives for the Shift, charges amount to 50% of the requested hours.

For scheduled bookings, cancellation is free if made at least 24 hours before the shift start time. Within 24 hours, free cancellation is allowed up to 12 hours before the shift start. Cancellation fees apply: 10% of the pay for requested hours if made less than 1 hour before the shift start or after the driver is en route; 20% of the pay for shift hours if the user cancels after the courier arrives onsite. The cancellation fee is 50% of the shift hours pay if the user cancels after the courier is onsite. Charges are not applicable for estimated drops that were not completed after the courier is onsite.

14.2 Cancellation by the independent courier:

Independent couriers are permitted to cancel using the app within a maximum of 3 minutes from accepting or upon arriving to pick up the order if the waiting time exceeds 15 minutes.

In the event that an independent courier cancels without a genuine reason and surpasses 4 cancellations per month, they may face temporary suspension from receiving requests for deliveries.

15. Dispute Resolution for Goods Delivery

15.1 Fundamental Guidelines:

As per the GCU, and reiterated throughout its provisions, the Delivery of Goods is exclusively carried out by the Independent Courier, absolving MealShift company of any responsibility. The Parties mutually acknowledge that the Independent Courier bears liability for the Delivery of Goods, except.

MealShift, at its discretion, may offer assistance to the Independent Courier and the User in resolving disputes arising from any Delivery of Goods facilitated through the Application.

15.2 Damaged or Lost Goods:

(i) In case of Goods rejection by the Recipient, the independent courier must promptly inform the user.

(ii) If destruction or damage is attributed to the Independent Courier, MealShift may collect Delivery Fees from them and refund the User.

(iii) The Independent Courier holds responsibility for Goods from collection to delivery. If Delivery is incomplete or Goods are lost without User authorization, the Independent Courier is liable to the User. The Independent Courier must promptly contact the User.

(iv) If the loss results from the Independent Courier’s actions, MealShift may collect Delivery Fees from the Independent Courier and refund the User. The Independent Courier is responsible for the cost of the Goods to the User.

15.3 Goods Handling and Dispute Resolution Guidelines:

• Refusal of Goods: If the Recipient rejects the Goods for any reason, the Courier must inform the user and either return the Goods or dispose of them as instructed by the User or MealShift.
• Non-Conformity and Delays: The Independent Courier is not responsible for Goods’ non-conformity or delivery delays based on estimated timeframes. These reasons do not justify refusing to accept the Goods.
• Dispute Resolution: In the event of disputes, it is the User’s responsibility to contact the Independent Courier for compensation and inform MealShift.

16. Payment Policies and Procedures

16.1 Payment Obligations: By utilizing the MealShift application, users commit to prompt payment for services provided by independent couriers, including delivery fees, following agreed-upon terms. The Delivery Fee shall be billed and collected by MealShift on behalf of the Independent Courier. Subsequently, MealShift shall debit the sum due from the bank card or in-credit account designated by the User as a means of payment, in addition to other approved methods.

16.2 Billing and Invoicing: Invoices are generated for each completed delivery or shift, and comprehensive invoices are delivered via email or within the MealShift app. Users may opt for weekly payment.

16.3 Late Payments: Timely payment is vital for maintaining platform integrity. Reminders and notifications will be issued for overdue payments, with applicable late fees.

16.4 Suspension for Non-Payment: Failure to pay for delivery fees or contracted shifts without a legitimate reason may lead to suspension:

• First Occurrence: One-month suspension.
• Second Occurrence (within 2 months): Three-month suspension. Repeated failure may result in permanent account suspension.

16.5 Dispute Resolution: Users can promptly notify MealShift of invoiced amount errors, which will be thoroughly investigated and resolved.

16.6 Legal Recourse and Termination for Persistent Non-Payment: The Independent Courier maintains the authority to pursue legal action against any User failing to fulfill payment obligations related to goods or services. Additionally, MealShift reserves the right to seek legal recourse for any losses incurred due to such circumstances. Contact Information: For payment-related inquiries, contact our support team at [email protected].

17. Commission Payment Obligations for Independent Couriers

The Independent Courier must remit a commission to MealShift at a rate communicated periodically by MealShift (Commission). This Commission is calculated based on the Delivery Fees. To facilitate the payment of the Commission, the Independent Courier is required to provide MealShift with a mandate for collection and billing.

18. Independent Courier Payment and Authorization Protocols at MealShift

MealShift, via its Application, facilitates connections between Users and Independent Couriers. Acting as the principal, the Independent Courier authorizes MealShift, functioning as an agent, to collect sums for Deliveries of Goods on its behalf through its banking service provider.

The Delivery Fees owed by Users to Independent Couriers, collected by MealShift, are deposited into the Independent Courier’s bank account, with MealShift deducting its Commission directly from this amount.

All other amounts owed to Independent Couriers (excluding Commission) are transferred to the Independent Courier’s designated bank account on a weekly basis after settling accounts.

The Independent Courier grants explicit authorization to MealShift for withholding payments as per the GCU. Additionally, MealShift is authorized to deduct any sums owed under the GCU from withheld amounts or other sums due from Users to the Independent Courier, including any outstanding amounts.

19. Billing and Invoicing Procedures for Independent Courier

MealShift connects Users with Independent Couriers via its Application. The Independent Courier, as the principal, authorizes MealShift, acting as an agent, to collect the Delivery Fee from the User and, if necessary, prepare the Independent Courier’s invoices.

(c) The Independent Courier explicitly authorizes and instructs MealShift to collect the Delivery Fee and prepare invoices on its behalf, relying on any VAT information provided.

(d) MealShift is responsible for sending these invoices to Users.

(e) As an agent, MealShift prepares invoices in the name and on behalf of the Independent Courier, ensuring compliance with relevant legislation and mandatory details.

(f) MealShift ensures that the original invoices it produces are in the same form as if issued by the Independent Courier, including mandatory details.

(g) The original invoices produced by MealShift bear the wording “Invoice issued by [name of Independent Courier].”

(h) The Parties agree that invoices within the GCU framework do not require formal authentication by the Independent Courier.

(i) MealShift provides a report in the Application, indicating the number of Deliveries, total amounts, and any applicable Cancellation Fees.

(j) If the Independent Courier has concerns about the report, they may request additional information and copy invoices from MealShift. MealShift will issue corrective invoices or credit notes as needed.

20. VAT and Tax Obligations for Independent Couriers

The Independent Courier is fully responsible for legal and tax obligations, including billing and VAT matters, with MealShift crafting original invoices on its behalf. MealShift does not provide guidance on VAT obligations. The Independent Courier must maintain accurate billing and VAT information.

For tax reporting, the Independent Courier must handle income from Deliveries of Goods, file relevant tax and VAT returns, and manage associated VAT. MealShift disclaims liability for VAT or tax breaches and has no joint liability for incurred VAT, penalties, or fines.

The Commission paid by the Independent Courier to MealShift excludes VAT. The Independent Courier must promptly share VAT status changes.

For UK VAT registered Independent Couriers:

The Independent Courier affirms a UK permanent address, authorizing MealShift to create VAT invoices and collect VAT from Users. The Independent Courier is solely accountable for VAT on the Delivery Fee.

MealShift is not liable for inaccurately charged VAT due to the Independent Courier’s information lapses.

Non-VAT registered Independent Couriers must promptly inform MealShift of VAT liability, with MealShift not responsible for resulting consequences.

21. Links to other resources

Although the Mobile Application and Services may link to other resources (such as websites, mobile applications, etc.), we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked resource, unless specifically stated herein. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any businesses or individuals or the content of their resources. We do not assume any responsibility or liability for the actions, products, services, and content of any other third parties. You should carefully review the legal statements and other conditions of use of any resource which you access through a link in the Mobile Application and Services. Your linking to any other off-site resources is at your own risk.

22. Intellectual property rights

“Intellectual Property Rights” means all present and future rights conferred by statute, common law or equity in or in relation to any copyright and related rights, trademarks, designs, patents, inventions, goodwill and the right to sue for passing off, rights to inventions, rights to use, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, rights to claim priority from, such rights and all similar or equivalent rights or forms of protection and any other results of intellectual activity which subsist or will subsist now or in the future in any part of the world. This Agreement does not transfer to you any intellectual property owned by MealShift or third parties, and all rights, titles, and interests in and to such property will remain (as between the parties) solely with MealShift. All trademarks, service marks, graphics and logos used in connection with the Mobile Application and Services, are trademarks or registered trademarks of MealShift or its licensors. Other trademarks, service marks, graphics and logos used in connection with the Mobile Application and Services may be the trademarks of other third parties. Your use of the Mobile Application and Services grants you no right or license to reproduce or otherwise use any of MealShift or third party trademarks.

23. Disclaimer of warranty

You agree that such Service is provided on an “as is” and “as available” basis and that your use of the Mobile Application and Services is solely at your own risk. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Services will meet your requirements, or that the Service will be uninterrupted, timely, secure, or error-free; nor do we make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service unless stated otherwise. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.

24. Limitation of liability

To the fullest extent permitted by applicable law, in no event will MealShift, its affiliates, directors, officers, employees, agents, suppliers or licensors be liable to any person for any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, sales, goodwill, use of content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if the liable party has been advised as to the possibility of such damages or could have foreseen such damages. To the maximum extent permitted by applicable law, the aggregate liability of MealShift and its affiliates, officers, employees, agents, suppliers and licensors relating to the services will be limited to an amount greater of one dollar or any amounts actually paid in cash by you to MealShift for the prior one month period prior to the first event or occurrence giving rise to such liability. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose.

25. Indemnification

You agree to indemnify and hold MealShift and its affiliates, directors, officers, employees, agents, suppliers and licensors harmless from and against any liabilities, losses, damages or costs, including reasonable attorneys’ fees, incurred in connection with or arising from any third party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to your Content, your use of the Mobile Application and Services or any willful misconduct on your part.