Summary

This page outlines the terms of agreement for You to use the Ooooby Platform. Key points include:

• Hub License: Ooooby grants You a non-transferable license to use the Ooooby Platform.

• Fees and Payment: You agree to a fee structure based on customer payments processed through the platform.

• Trading and Production Principles: Both parties agree to adhere to principles promoting sustainability, fair trade, and ethical practices.

Definitions

In this agreement the following words have the following meanings: 

Fair Notice:  At least three month’s prior notice in writing. 

Hub:  An undertaking that operates using the Ooooby Platform. 

Ooooby Network: Ooooby and all Hubs.

Platform:  Ooooby’s software, together with systems and networks (including software and hardware) and any third party solutions, used to provide Ooooby services and includes a customer portal and key functions for  Hubs including processing, customer, supplier and admin interfaces and fulfillment tools.

Platform Services:  The services provided on and in respect of the Platform described in Schedule 2.  

Shareholder Discounts:  Discounts to which Ooooby shareholders are entitled through their holding of shares in Ooooby.

Start Date: TBA

Trading and Production Principles: The principles provided in Schedule 3.

Turnover:  The total gross value of all goods and services sold or supplied to customers.  

You:  You personally as an individual and including the entity that will be using the Ooooby Platform.

Interpretation

In interpreting this agreement the following shall apply: 

• Including and similar words do not imply any limit.

• All monetary amounts are stated in pound sterling (GBP).

• “working day” is any day on which registered banks are open in the UK, excluding Saturdays and Sundays.  

Ooooby and You agree to the following:

Hub Licence

1. Ooooby grants to You the right to use the Ooooby Platform  in compliance with this agreement.

2. The licence granted to You at clause 1 starts on the Start Date and will end when it expires or terminates in accordance with this agreement.

3. The licence granted by Ooooby at clause 1, and Your other rights and obligations in this agreement, are not transferable (including by way of assignment or sublicense).

4. Ooooby may update this agreement from time to time;

5. Ooooby may terminate this agreement with Fair Notice due to:

   1. Your breach of this agreement or applicable law, where You fail to remedy the breach (where capable of remedy) within a reasonable time after receiving notice of the breach from Ooooby;  or

   2. conduct by You reasonably considered by Ooooby (at its discretion but after consultation) to be damaging to the Ooooby Network or to Ooooby’s reputation.

   3. failing to pay invoices by the due date or by an agreed arrangement.

However, Ooooby may terminate this agreement immediately where:

4. You are subject to any event in the nature of bankruptcy, dissolution, insolvency, liquidation, receivership, voluntary administration or any other similar event (or any event that generally precedes such events), or ceases (or is at risk of ceasing to carry on) business;

6. You agree that, during the term of this agreement, You:  

   1. will operate the Hub under your own brand and state that on all documents (as distinct from Ooooby UK Limited);

   2. acknowledge and agree that You are not an agent or partner of Ooooby (and must not represent or imply to anyone that it is) and so cannot bind Ooooby; 

   3. may Terminate this agreement with Fair Notice;

   4. will be responsible for all setup, administrative and operational costs of running the Hub.

7. You agree that you will, on expiry or termination of this agreement for any reason:

   1. promptly pay all amounts payable to Ooooby, whether or not then due.

8. Extent of liability & mitigation:

1. You agree and represent that You are entering this agreement for the purpose of a business and that the Consumer Rights Act 2015 does not apply to the agreement.   

2. Ooooby’s total aggregate liability to You under or in connection with this agreement, whether arising in contract, equity, tort (including negligence) or otherwise, for all claims shall, in any 6 month period (the first period starting on the date of this agreement), be limited to the value of fees paid in the previous period (and in the first 6 months the fees will be those paid up to the date of the event giving rise to the claim).

3. You agree that Ooooby may contact Your customers for the purpose of verifying order fulfillment.   

4. Ooooby  is not liable to You under or in connection with the agreement for any loss of profit, revenue, savings, business, use, data, and/or goodwill; or consequential, indirect, incidental or special damage or loss of any kind.

Ooooby Services, Fees & Payment 

9. When this agreement commences Ooooby will provide the Platform, and Platform Services under this agreement.   The terms and conditions at Schedule 1, Schedule 2, Schedule 3  and applicable terms and conditions on Ooooby’s website will also apply to the provision of the Platform, and Platform Services and shall  form part of this agreement, including any amended terms and conditions from time to time.

10. In return for the licence and for the supply of services from Ooooby, You agree for Ooooby to charge 1.9% of any and all payments made by customers (including any previously made payments for orders that have yet to be fulfilled and any payments made not using Stripe) plus the Stripe payment gateway fees for payments made through Stripe which vary by region. Reduced rates available for higher sales volumes are available. All payments and demands (unless otherwise expressly stated) are expressed excluding VAT and You shall in each case in addition pay the VAT on those amounts.

11. You will make all payments to Ooooby by the due date for payment without deduction, set off or withholding.
    
    

Resolving Issues

13. In case of disputes, Ooooby and You will appoint representatives to seek an amicable resolution within a reasonable time. If mediation fails after twenty working days, either party can request mediation with an accredited service. If the dispute remains unresolved within sixty days, any party can terminate mediation and commence legal proceedings. Urgent interlocutory relief can be sought before an appropriate court.
    
    

General 

14. You will have no claim against Ooooby for loss of business, goodwill or any other loss in the event of termination or expiry of this agreement for any reason.  Such expiry or termination does not affect any rights of the parties that arose before expiry or termination.

15. No waiver by a party of any breach, or failure to enforce any provision, of this agreement limits or waives the right of that party to later enforce and require full compliance with this agreement.

16. Each party will pay its own costs in connection with the negotiation, preparation, execution and implementation of this agreement.

17. If any party consists of more than one person then any obligation or liability of those persons under this agreement will be joint and several.

18. Any clauses which by their terms require performance after the expiration or earlier termination of this agreement (including clause 9) shall be enforceable despite the expiration or earlier termination of this agreement. 

19. This agreement records the entire arrangement between the parties relating to the matters dealt with in this agreement and supersedes all previous arrangements, whether written or oral, relating to such matters.

20. This agreement is governed by the laws of  England and the parties submit to the non-exclusive jurisdiction of the English courts in respect of all matters relating to this agreement.

Schedule 1  - Terms & Conditions for  Platform, Platform Services 

These terms and conditions (Terms) apply to your use of Ooooby UK Limited’s (Ooooby’s) Platform and Platform Services.   

These Terms form part of and are in addition to your Hub Agreement with Ooooby.  Except where defined in these Terms, any defined terms have the meanings given to them in the Hub Agreement.  A reference to “you” is to the person granted the licence under the Hub Agreement. 

The purpose of these Terms is to provide specific terms and conditions relevant to the Platform, including in relation to privacy and responsible use, and to describe the Platform Services Ooooby provides.    

1. Ooooby will use its best efforts to provide the Platform, Platform Services described below in accordance with these Terms and the Hub Agreement and exercising reasonable care, skill and diligence. 

2. With respect to the Platform:

   1. Ooooby’s  provision of the Platform and Platform Services to you is non-exclusive .

   2. Ooooby will use reasonable endeavours to provide the Platform and Platform Services are available 24 hours a day, 7 days a week.  However, it is possible that on occasion the Platform and the Platform Services may be unavailable (in part or whole) to permit maintenance or other development activity to take place or because of an event outside of Ooooby’s reasonable control.  Ooooby will use reasonable efforts to provide you with reasonable advance notice of any unavailability.   However, Ooooby won’t have any responsibility to provide you with any refund, discount or other compensation in the case of unavailability.

3. The Platform interoperates with some third party service features.  Ooooby does not make any warranty or representation on the availability of those features and Ooooby may cease to make those features available to you.  Ooooby won’t have any responsibility to provide you with any refund, discount or other compensation in the case the features are not available.

4. You and your personnel (including directors, employees and independent contractors) must (and you must ensure that your personnel comply):

   1. use the Platform and Platform Services in accordance with the Terms & the Hub Agreement, solely to operate the Hub and for lawful purposes;

   2. not resell or make available the Platform  or Platform Services to any third party, or otherwise commercially exploit the Platform or Platform Service, except for the purpose of operating the Hub in accordance with the Hub Agreement;

   3. ensure that no individual other than a permitted user may access or use the Platform excepting a customer or supplier of the Hub for the purpose of accessing and using customer and supplier functions on the Platform; 

   4. when accessing the Platform and using the Platform Services:

      1. not impersonate another person;  

      2. correctly identify the sender of all electronic transmissions; 

      3. not attempt to undermine the security or integrity of the Platform;

      4. not use, or misuse, the Platform or Platform Services in any way which may impair the functionality of the Platform or impair the ability of any other user to use the Platform;

      5. not attempt to view, access or copy any material or data other than that to which you are authorised to access;

      6. not copy, alter, modify, reverse assemble, reverse compile, reverse engineer or enhance the Platform; and

      7. neither use the Platform in a manner, nor transmit, input or store any Data, that breaches any third party right (including intellectual property rights and privacy rights) or is objectionable, incorrect or misleading. 

5. You can authorise any member of your personnel to be a permitted user, in which case you must:

   1. provide Ooooby with the permitted user's name and other information Ooooby reasonably requires; and

   2. ensure that each permitted user complies with these Terms.

6. In these Terms “Data” means all data, content, and information (including personal information as defined in the Data Protection Act 2018) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Platform.  You acknowledge that Ooooby and authorised members of its personnel may require access to the Data to provide the Platform (and you authorise that access) and to perform the Platform Services.  In collecting, holding and processing Data Ooooby is acting as your agent for the purposes of the Data Protection Act 2018. You are responsible for arranging all consents and approvals that are necessary for Ooooby to collect, hold and process the Data on the Platform in relation to your customers, suppliers and other third parties the Data relates to. 

7. Title to, and all intellectual property rights (including designs, copyright, know how, confidential information and trademarks) in, the Platform and Platform Services is and remains the property of Ooooby (and its suppliers).  Title to, and all intellectual property rights in, the Data (as between the parties) remains your property.  You grant Ooooby a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of its rights and performance of its obligations in accordance with these Terms and the Hub Agreement.

8. You  indemnify Ooooby against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by Oooooby’s solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including intellectual property rights and privacy rights) or that the Data is objectionable, incorrect or misleading. This indemnity does not apply to data infringements explicitly and exclusively caused by Ooooby team members accessing and  leaking such data.

9. You agree that Ooooby may store Data in secure servers from time to time  and may access that Data from time to time. 

10. To enable Ooooby to provide the Platform, the Platform Services you will:

    1. provide Ooooby  with all information and documents necessary for Ooooby to provide the Platform, the Platform Services & the Management Services; and 

    2. respond to any request for a decision from Ooooby within a reasonable time. 

11. You will be responsible for ensuring that all information and documents you provide to Ooooby are correct, complete, up-to-date and are provided on time.  Ooooby will not be responsible for checking that information and the documents you provide are  correct, complete and up-to-date.

Schedule 2 - Platform Services

• Assistance:  Your team may contact Ooooby by email to ask questions or seek advice relating to the use and functioning of the Platform software or to report problems relating to it. Via these emails, Ooooby will promptly assist you and use its reasonable endeavours to identify and resolve technical problems with the Platform software and to provide workarounds, if available.  Ooooby will be solely responsible for assisting you with technical questions regarding the functionality and use of the software. 

• Software Problems: You shall provide Ooooby with all information that Ooooby may reasonably request in order to reproduce operating conditions similar to those present when an error was discovered.

• Additional Services:  Ooooby may, from time to time, make available additional services to supplement the Platform Services at its discretion.

Schedule 3 - Trading and Production Principles 

We ask that all users of the Ooooby Platform adhere to the following principles:

When buying in food:

• sourcing food as locally, seasonally and directly as possible

• paying farmers and suppliers a fair price to produce food sustainably

• prioritising food that is grown without the use of chemicals, fertilisers or pesticides

• taking a farmer-focused approach to trade, meaning trading in a way that is driven by trust, responsiveness and flexibility to what farmers are able to grow whilst also protecting our earth, air and water.

When producing food:

• taking a sustainable and holistic approach to farming that applies ecological principles to agricultural practices, paying attention to the following:

• working with the natural environment and making the most of the land and natural resources without damaging or exploiting them; improving habitats to encourage biodiversity, and supporting healthy soil.

• prioritising long term sustainability by using efficient working practices; supporting local supply chains, and recycling resources.

• guaranteeing high animal welfare standards including a free-range life; suitable living, transport and slaughter conditions; GM-free food, and avoiding the routine use of antibiotics.

• adapting to suit the local natural, social and economic climate by using and sharing local knowledge and traditional, sustainable agricultural methods; encouraging diversity, and supporting local livelihoods. 

• focusing on producing food that is healthy and nutritious.

• not using artificial chemicals, including artificial fertilisers, pesticides, herbicides or preservatives.

• not using genetically modified inputs, such as in animal feeds or as ingredients in a product.

• Paying your staff a fair wage and ensuring decent working conditions and rights.

Whilst you might not have achieved all of the above as yet, we ask that you work towards building these principles into your operations.