Host Terms & Conditions

Welcome to the club!

1. Definitions

Application

any application developed by CLUBZERØ®

Brand

the System and all related features distinguished or otherwise identified using the CLUBZERØ® trade marks and incorporating the CLUBZERØ® Intellectual Property;

Brand Material

the CLUBZERØ® Goods and/or the CLUBZERØ® Technology any other information in whatever media and in whatever form featuring or otherwise referring to the CLUBZERØ® name, logo or design, including but not limited to the Brand, any Product Intellectual Property and the CLUBZERØ® trade marks;

Business Day

any working day other than Saturday, Sunday or UK public holidays;

Client

the entity named in the Service Order;

CLUBZERØ® Data

any data that CLUBZERØ® or the Client collects in the delivery of its Services;

CLUBZERØ® Goods

the CLUBZERØ® cups and CLUBZERØ® food containers and CLUBZERØ® Return bags and the CLUBZERØ® drop points and any other goods or materials used in the delivery of the Services.

CLUBZERØ® Technology

the point of sale technology that is proprietary to CLUBZERØ® which will include the Hardware and the Software;

CLUBZERØ® IP

the Product Intellectual Property, CLUBZERØ® Data, the Brand, the System, the Brand Material, the CLUBZERØ® Brand Guide, the CLUBZERØ® trade marks, and all other Intellectual Property Rights which relates to the System, the Platform and to any other goods, services, systems or materials created, developed or otherwise used by CLUBZERØ®;

Drop-Point

CLUBZERØ®’s identified location where physical cases are placed for returning CLUBZERØ® cups;

End-User

any person accessing the Application;

End-User Content

1. all text, information, data, images, audio or video material, in whatever medium or form, inputted by any End User in relation to the use of any Application or the Services; and
2.  all information related to any End User that is processed or stored by any Application, 

but excluding all authentication information provided in relation to any account held by an End-User.

Fees

as set out in the Service Order and includes but is not limited to: the Product Fee (where applicable); the CLUBZERØ® Service Fee; the Marketing Fee; the CLUBZERØ® Platform Set-Up Fee; the Loss Fee and any other fees or charges agreed between CLUBZERØ® and the Client;

Force Majeure Event

any event outside the reasonable control of either party affecting its ability to perform any of its obligations (other than payment) under this Contract including without limitation: act of God, fire, flood, lightning, or other natural disaster; epidemic or pandemic; war revolution, act of terrorism, riot or civil commotion;, strike, lockouts and industrial action (excluding strikes of the affected party’s own employees); collapse of buildings, fire, explosion or accident; and interruption or failure of utility service;

Hardware

the devices and equipment to be supplied by CLUBZERØ®;

Intellectual Property Rights

all and any rights and interests in registered or unregistered trademarks, patents, designs, or applications for any of the foregoing, copyright, rights in confidential information, rights in get up, source code, object code, unregistered designs, business names, inventions, applications, data, trade secrets, know-how, goodwill, formulae, processes, software programmes or other intellectual property rights (in whatsoever form including written or electronic form wherever they are in the world and whether registered or not) which subsist or will subsist now or in the future in any part of the world;

‘In writing’ or ‘written’

any written communications including but not limited to email;

Platform

The CLUBZERØ® online platform which provides the Client with access to live operational data dashboard, allows the Client to manage inventory of the CLUBZERØ® Goods, allows the Client engage with CLUBZERØ® to order CLUBZERØ® Goods and manage customers (if applicable), request and monitor provision of the Services, visibility as End-user uptake and usage, and such other functionality as may be incorporated from time to time;

Product Intellectual Property

all and any Intellectual Property Rights owned or used by CLUBZERØ®, including but not limited to CLUBZERØ® products, the Technology, the System, the Brand Material and any such Intellectual Property Rights used, created, derived or otherwise developed by or on behalf of CLUBZERØ®.

Services

the services provided by CLUBZERØ® as specified in the Service Order.

Software

CLUBZERØ®’s proprietary software program

System

the distinctive business format and method developed and implemented by CLUBZERØ® for a returnable packaging service designed to hold both hot and cold drinks using the CLUBZERØ® IP, and includes the Software and the Platform;

2. Services

2.1 CLUBZERØ® shall, during the Term:

2.1.1 provide the Services in good faith and with the utmost professionalism;

2.1.2 use all reasonable commercial endeavours to deliver no less than the Service Volume to the Service Location(s) from the Deployment Date;

2.1.3 carry out the Services with reasonable skill and care;

2.1.4 in performing the Services, CLUBZERØ® will use all reasonable endeavours to meet the Delivery Times;

2.1.5 provide the Client with access to the Platform subject to the terms of this agreement; and

2.1.6 enable End-Users to connect via the internet to any Application CLUBZERØ® has deployed and integrated with the Platform.

2.2 From time to time CLUBZERØ® may:

2.2.1 modify the Services by issuing updates; and 

2.2.2 make new features, functionality, applications or tools available in respect of the Platform, whose use may be subject to the Customer's acceptance of further terms and conditions; and,

2.2.3 shall give the Customer prompt written notice of material modifications to the Services and in respect of the Platform any such new features, functionality, applications or tools. 

2.3 The Client acknowledges and understands that the subject matter of this Contract relates solely to the performance of the Services by CLUBZERØ® and the relationship between CLUBZERØ® and the Client.  Any issues, problems, or other concerns, whether contractual or operational that the Client may have with the CLUBZERØ® Goods must be resolved with the supplier of the CLUBZERØ® Goods and not with CLUBZERØ®.

2.4 The Client is responsible for any lost or damaged items while in client's possession at the following rates:

Loss Fee (ad hoc)

• £0.75 for every damaged or lost Cup/Beverage Container and/or lid 
• £1.50 for every damaged or lost Food Container and/or lid
• £10 for every damaged or lost Return Bag
• £50 for for every damaged or lost Drop point case 

Label Removal Fee 

• £17 per hour for removing any non-compliant labelling from cups, containers, drop point cases or bags

Food Waste Removal 

• £17 per hour for removing any food waste from cups, containers, drop point cases or bags

3. Client Obligations

3.1 Client shall use reasonable care as may be necessary to ensure that the CLUBZERØ® Goods are stored in a suitable environment (in accordance with the Supplier’s reasonable written instructions regarding the storage, use and maintenance contained in the CLUBZERØ® Guide (as defined in clause 3.1 below)) and that the risk of loss or damage is reduced where reasonable.

3.2 The Client recognises the importance of maintaining the quality and reputation of the Brand and the Services.  Supplier will provide to the Client a digital training manual outlining the CLUBZERØ® process and system, care instructions and additional information regarding the CLUBZERØ® Goods and any of the CLUBZERØ® Material (“CLUBZERØ® Brand Guide”).  The Client undertakes to use reasonable endeavours to comply with the CLUBZERØ® Brand Guide (as may be amended or varied from time to time).

3.3 The Client shall provide CLUBZERØ® with:

3.3.1 all necessary co-operation in relation to this Contract; and

3.3.2 all necessary access to such information as may be required by CLUBZERØ®,

in order to provide the Services, including location access, operations access, security access information and IT infrastructure configuration services.

4. Warranties

4.1 Each party warrants that it has full capacity to enter into and perform its obligations under this Contract.

4.2 All conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Contract or any collateral contract, whether by statute, common law or otherwise, are, to the extent permitted by law, excluded.

5. Quality and Fitness for Purpose

5.1 CLUBZERØ® warrants that during the Term, the Services and the CLUBZERØ® Material will:

5.1.1 conform in all material respects with their description;

5.1.2 be free from material defects in design, material and workmanship;

5.1.3 be of satisfactory quality (within the meaning of the Sales of Goods Act 1979 ); and,

5.1.4 be fit for purpose for the intended use.

5.2 Without prejudice to the Client’s rights under or in connection with this Agreement, CLUBZERØ® shall replace the CLUBZERØ® Goods in the instance that the CLUBZERØ® Goods do not comply with any of the warranties set out in Clause 5.1.  For the avoidance of doubt CLUBZERØ® shall not be liable for misuse, mishandling, fair wear and tear, wilful damage, damage or alteration not performed by the CLUBZERØ®, negligence or abnormal storage or working conditions.

5.3 Except as provided in this clause, CLUBZERØ® will have no liability in respect of the CLUBZERØ® Materials’ failure to comply with the warranty set out in clause 5.1.

5.4 Each party shall report any faults in the CLUBZERØ® Goods in a timely manner of which it is, or ought reasonably to be, aware. The Client shall be liable for breakages and/or defects arising due to failure to follow CLUBZERØ®’s instructions regarding the storage, use and maintenance of the CLUBZERØ® Goods. CLUBZERØ® will not be liable for its failure to comply with the warranty in clause 5.1 if the defect arises because the Client fails to CLUBZERØ® the CLUBZERØ®’s reasonable written instructions or otherwise fails to report any defect to the Supplier within a reasonable time period.

5.5 CLUBZERØ® has given commitments as to compliance of the CLUBZERØ® Materials and Services with the relevant descriptions and specifications in clause 5.1.  In view of these commitments, the terms implied by sections 13-15 of the Sale of Goods Act 1979 and the terms implied by section 3-5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.

6. Drop Points

6.1 CLUBZERØ® will together with Client identify the locations within the Site at which a Drop Point will be placed. 

6.2 CLUBZERØ® will supply and fit the Drop Points at the locations set out in the Service Order at its own cost by no later than the Deployment Date.

6.3 CLUBZERØ® acknowledges and agrees that the Client will not be responsible for the maintenance of the Drop Point and neither CLUBZERØ® nor the Client will be held liable for any damage to the Drop Point unless caused by that party’s negligent act or omission.

7. CLUBZERØ® Technology and Platform

7.1 CLUBZERØ®:

7.1.1 will deliver and where required help install the CLUBZERØ® Technology at the Client’s requested locations or Service Locations as the case may be; and

7.1.2 will create an account for the Client on the Platform and ensure that the Client has access to the Platform.

7.2 Subject to the Client paying the Fees and the other terms and conditions of this Contract, CLUBZERØ® hereby grants to the Client a non-exclusive, non-transferable, non-sub licensable licence, to use the System solely in connection with this Contract.

7.3 CLUBZERØ® will supply to the Client, within a reasonable time before the agreed delivery date of the CLUBZERØ® Technology, such information and assistance as may be necessary to enable the Client to prepare for the delivery of the Services.

7.4 Where any systems integration and acceptance testing needs to be carried out, each party will use all reasonable endeavours to co-operate and provide all such reasonable assistance as may be required in order to ensure that the CLUBZERØ® Technology and/or Platform is live and implemented as soon as is reasonably practicable.

7.5 CLUBZERØ® will use commercially reasonable endeavours to make the Platform available to the Client 24 hours a day, seven days a week except for any planned maintenance and unplanned maintenance. 

8. Platform training and onboarding

8.1 In consideration of the CLUBZERØ® Platform Set-Up Fee, CLUBZERØ® will train one (1) key person nominated by the Client in the operation of the System and Platform.  Such training shall be at the Client’s operational facilities, and shall be provided on such date to be mutually agreed in writing between the parties. All charges for the training shall be borne by CLUBZERØ® save that the Client shall be responsible for the travel, accommodation, out of pocket expenses and the salaries of all the nominated key person.

8.2 All other additional training and support will be provided by CLUBZERØ® in accordance with the CLUBZERØ® Brand Guide.

8.3 On or around the Effective Date, CLUBZERØ® will issue an implementation timeline to the Client setting out when the CLUBZERØ® onboarding services will take place.  The parties will agree on the provisional dates for such onboarding implementation.

9. Ownership of CLUBZERØ® goods

9.1 The CLUBZERØ® Goods will at all times remain the property of either of the Designated Partner or CLUBZERØ® and Client will not have any right, title, and/or interest in or to the CLUBZERØ® Goods (save as provided for under this Agreement).

9.2 The licence under Clause 9.2 will cease immediately upon termination of this Contract.

10. Sales information and CLUBZERØ® Data

Throughout the Term, CLUBZERØ® will record, process, collect and store certain data relating to the Services and the System including but not limited to: (i) an inventory of CLUBZERØ® products delivered to Client; (ii) the number of CLUBZERØ® products issued per day; (iii) the number of damages recorded and a description of such damage (and a reason if practicable); (iv) the number of CLUBZERØ® products that remain in stock at the Client’s location at the end of each day (if any); (v) the number of beverages sold to customers; and (vi) data, insight and/or information that is derived by or on behalf of CLUBZERØ® in relation to the provision of the Services or the System to the Client or this Contract (together referred to as the “CLUBZERØ® Data”).  All such CLUBZERØ® Data will be exclusively and solely owned by CLUBZERØ®.

11. Intellectual Property Rights

11.1 All Intellectual Property in or arising out of or in connection with the CLUBZERØ® IP, the Services or otherwise in relation to this Contract (other than any Intellectual Property in any materials provided by the Client), including but not limited to any derived Intellectual Property Rights shall be exclusively and solely owned by CLUBZERØ®.

11.2 Throughout the Term, Client grants CLUBZERØ® a royalty free, non-exclusive, non-transferable licence to:

11.2.1 use Client’s name or logos on the CLUBZERØ® Goods or in any marketing or promotional material relating to the Client’s use of the CLUBZERØ® Goods as required for the purposes of this Contract;

11.2.2 use Client’s Intellectual Property in any marketing or promotional material relating to the CLUBZERØ® Goods or otherwise as required for the purposes of this Contract;

11.2.3  use Client’s Intellectual Property where the Client has opted for the CLUBZERØ® co-branding packaging option relating to the CLUBZERØ® Goods.

11.3 Client warrants and undertakes that it will not, and it will not authorise any other third party to, copy, adapt, modify, edit, alter, disassemble, or otherwise reverse engineer any part of the CLUBZERØ® platform or system, or any other product or material in which CLUBZERØ®’s Intellectual Property exists or otherwise arises.

11.4 CLUBZERØ® warrants and undertakes that it has taken reasonable steps to ensure that any Intellectual Property in the CLUBZERØ® Material, or otherwise used or created in the performance of the Services shall not infringe any Intellectual Property belonging to any third party.

12. Payment Fees

12.1 The Client will pay the Fees in accordance with this Clause 12.

12.2 Unless otherwise agreed in writing, CLUBZERØ® will submit payment link and provide receipts on a monthly basis or as orders are placed. The Client will make full payment in advance of any orders that are On Demand and/or by end of the month for Monthly S~ervices, if separately agreed in writing, no later than the due date stated in that invoice.  

12.3 CLUBZERØ® will be entitled to recover any additional costs from the Client in respect of any recorded damaged or lost CLUBZERØ® Goods as outlined in Clause 2.2.4 other than in respect of ordinary wear and tear or a fault in the CLUBZERØ® Goods, including but not limited to the Loss Fee. Such charges will be added to monthly Billing or charged separately under this Contract.  

12.4 Client will have five (5) business days within which to raise a reasonable and adequately supported query in respect of any fees or charges included in the invoice. The Client will be deemed to have accepted the invoice if it fails to raise any query within the time limits specified in this clause.

12.5 The Client will, in addition, pay to CLUBZERØ® the amount of any applicable sales tax, duty or any other sales applicable tax, levy or charge which CLUBZERØ® is obliged to pay and/or collect from the Client in connection with this Contract.

12.6 Where Client fails to make any undisputed payment due to CLUBZERØ® by the due date, and without limiting any other remedy available to CLUBZERØ®, the Client will pay interest on any overdue amount at the rate of 4% per month above the Bank of England’s base rate from time to time.  Such interest will accrue on a daily basis from the due date until actual payment of the overdue amount.

12.7 CLUBZERØ® may increase any part of  the Fees on an annual basis at its sole discretion, save that such increase shall be subject to an annual limit equal 110% of inflation as recorded by the current Consumer Prices Index as published by the UK Office for National Statistics from time to time (“CPI”).  CLUBZERØ® will provide the Client at least three months’ prior notice before effecting any change.

13. Limitation of Liability

13.1 Nothing in this Contract will operate to exclude or limit either party’s liability for death or personal injury caused by its negligence, for fraud or for any other liability which cannot be excluded or limited under applicable law.

13.2 Neither party to this agreement will be liable to the other in any circumstances for any loss or damage which may be suffered by either of CLUBZERØ® or the Client (as the case may be), whether suffered directly or indirectly, whether immediate or consequential and whether arising in contract, tort (including negligence) or otherwise, which falls within any of the following categories:

13.2.1 special or indirect or consequential damage even if the offending party was aware of the circumstances in which such damage could arise;

13.2.2 loss of profits (whether considered a direct or indirect loss);

13.2.3 loss of anticipated savings;

13.2.4 loss of business opportunity;

13.2.5 loss or corruption of data or information; or

13.2.6 damage to software.

13.3 Subject to clauses 13.1 and 13.2 and any wilful misconduct of CLUBZERØ®, CLUBZERØ®’s aggregate liability in respect of claims arising out of or in connection with this Contract or any collateral contract, whether in contract or tort (including negligence) or otherwise, will not exceed £500 (five hundred pounds).

14. Indemnity

14.1 Each party indemnifies, (“Indemnifying Party”) the other (“Indemnified Party”) against all, claims, damages, losses, and expenses (including reasonable legal expenses) arising as a result of any action or claim  for infringement of the Intellectual Property Rights of a third party by the Indemnifying Party.

14.2 The indemnity in clause 14.1 is subject to the following conditions:

14.2.1 the Indemnified Party promptly notifying the Indemnifying Party in writing of the claim;

14.2.2 the Indemnified Party making no admissions or settlements without the Indemnifying Party’s prior written consent;

14.2.3 the Indemnified Party giving the Indemnifying Party all information and assistance that the Indemnifying Party may reasonably require; and

14.2.4 subject to the rights of its insurers, the Indemnified Party allowing the Indemnifying Party complete control over the litigation and settlement of any action or claim.

15. Confidentiality

15.1 The parties must ensure that all documents, data and information prepared in connection with the Contract are kept confidential and not communicated or released to any third party without the other party’s prior written consent.  

15.2 All documents, data and information shared between the parties made available to Client by CLUBZERØ® will be used by Client only for the purposes of performing the Services. All documents, data and information made available to CLUBZERØ® by the Client will be used by CLUBZERØ® solely for the purpose of providing the Services or as otherwise provided for under the Contract

16. Notice

16.1 Any notice under the Contract will be delivered by mail, by hand, or by email.

16.2 A notice delivered by mail will be treated as delivered two working days after posting.  A notice delivered by hand or by email, will be treated as delivered on the day of delivery (in the case of email, in a legible form and without the receipt by the sender of an error message) unless this is after the normal working hours (9am- 5:30pm) of the recipient in which case delivery will be treated as occurring on the next working day.

17. Notice

Neither party will be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from a Force Majeure Event.  If the period of delay or non-performance continues for more than 30 days, the party not affected may terminate this Contract by giving five (5) Business Days’ written notice to the affected parties.

18. Data Protection

18.1 For the purposes of this clause the following definitions will apply:

18.1.1 “Data Protection Legislation”: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);

18.1.2 “GDPR” means the General Data Protection Regulation ((EU) 2016/679);

18.1.3 “UK Data Protection Legislation”: all applicable data protection and privacy legislation in force from time to time in the UK including the GDPR; the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

18.2 Both parties will comply with all applicable requirements of the Data Protection Legislation.  This clause 18 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation;

18.3 The parties acknowledge that for the purposes of the Data Protection Legislation, and to the extent only that any personal data is collected by CLUBZERØ®, CLUBZERØ® is the data controller and the data processor (as defined under the Data Protection Legislation);

18.4 The parties undertake to each other that they will comply, and will cause their employees, agents and subcontractors to comply, with all applicable provisions of the Data Protection Legislation in connection with the performance of their obligations under this Contract.

18.5 Without prejudice to the generality of clause 18.2, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to CLUBZERØ® for the duration and purposes of this Contract so that CLUBZERØ® may lawfully use, process and transfer the personal data in accordance with this agreement on the Client's behalf.

19. General

19.1 No variation of this Contract will be valid unless it is in writing and signed by each of the parties.

19.2 A waiver of any right under this Contract is only effective if it is in writing.  No failure or delay by a party in exercising any right or remedy under this Contract or by law will constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise.  

19.3 If any provision of this Contract is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that will not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision of this Contract, or the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Contract.

19.4 This Contract (and any and all documents referred to in this Contract) constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.  Each party acknowledges that, in entering into this Contract, it has not relied on, and will have no right or remedy in respect of, any statement, representation, misrepresentation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Contract.  Nothing in this clause 19.4 will limit or exclude any liability for fraud.  

19.5 Nothing in this Contract is intended to, or will be deemed to, constitute a partnership or joint venture of any kind between the parties, or constitute either party the agent of the other party for any purpose.  Neither party will have authority to act as agent for, or to bind, the other party in any way.

19.6 No person who is not a party to this Contract will have any right to enforce it pursuant to the Contracts (Rights of Third Parties) Act 1999.

19.7 Any clauses intended to survive termination or expiry of this agreement will survive and continue to apply after such termination or expiry (whether or not express as such).

20. Governing law and jurisdiction

This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales. The courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim (including non contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.