Standard terms for Whisk retailers
1 Services
1.1 References herein to Retailer shall refer to the signature party of the Whisk Retailer Agreement to which these Standard Terms and Conditions for Whisk Commercial Agreements (the Standard Terms) are attached or incorporated (the Agreement) and references herein to Whisk shall refer to FOODIENT LTD incorporated and registered in England and Wales with company number 8001091 whose registered office is 483 Green Lanes, London, N13 4BS, United Kingdom.
1.2 Any products delivered or work performed in connection with the engagement described in the Agreement before its execution are also governed thereby and by these Standard Terms. Any capitalized term not otherwise defined herein will have the meaning ascribed in the Agreement.
2 Warranties
2.1 Each party warrants to the other that it has full power and authority to enter into and perform the Agreement.
2.2 Parties hereby warrant that their content, tools, websites, Services, and technologies used in rendering the Services:
2.2.1 do not infringe any third party’s Intellectual Property Rights, other proprietary rights or rights of publicity or privacy;
2.2.2 do not violate any law, statute, ordinance or regulation; and
2.2.3 do not contain any viruses, trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
2.3 Whisk does not make any warranty, either express or implied, regarding the results that may be obtained through the use of the provided Services.
3 Limitation of liability
3.1 To the maximum extent permitted by applicable law, neither party shall be liable to the other for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
3.2 Either party’s aggregate liability in respect of claims arising out of or in connection with the Agreement shall in no circumstances exceed the amount of Fees paid to Whisk by the Retailer in the 12 months preceding the date on which the claim or the grounds for a claim arose.
3.3 The limitations set out in this article 3 shall not apply to clause 5.4 of these Standard Terms.
4 Personal data
4.1 Each party shall at all times comply with its obligations under applicable data protection legislation in connection with the performance of this Agreement.
4.2 The parties acknowledge and agree that for the purposes of this Agreement, each party acts as an independent and separate data controller with respect to any personal data it processes.
4.3 This Agreement does not constitute, nor shall it be interpreted as, an agreement for the processing of personal data on behalf of another party or a data sharing agreement. Neither party entrusts or shares any personal data with the other party under this Agreement.
4.4 In the event that the performance of the Services or any change in the scope of cooperation requires the transfer, sharing, or entrustment of personal data between the parties, the parties shall enter into a separate, appropriate data processing agreement (DPA) or data sharing agreement (DSA), as applicable under relevant data protection laws, prior to any such transfer, sharing, or processing of personal data.
5 Intellectual property rights
5.1 All intellectual property rights connected to the Platform, Services, and their content are the sole property of the Whisk or are used under appropriate licenses or permissions. Nothing in the Agreement shall be understood or intended for transfer of such intellectual property rights to Retailer or any other third party.
5.2 Retailer retains all rights, title, and interest to their website and their content. Notwithstanding to the above, Retailer hereby grants to Whisk a non-exclusive, worldwide, royalty-free, sub-licensable license to use, reproduce, and display Retailer’s name, trademarks, and logos ("Retailer Marks") solely for the purpose of providing and operating the Services, including displaying such Marks within the user experience and API integrations.
5.3 Retailer represents and warrants that it owns or has the necessary rights to grant the license to the Retailer Marks and shall indemnify, defend, and hold Whisk harmless from and against any third-party claims alleging that the use of Retailer Marks as permitted herein infringes or violates any intellectual property rights of such third party.
5.4 Each party agrees that, in the event that it receives notice from any third party of a claim or action, or potential claim or action, that the website, social media channel, Platform, Service, or any of their content (as the case may be) infringes that third party’s Intellectual Property Rights, it shall (as soon as reasonably practicable) notify the other party in writing and the parties shall agree on the conduct of such claim or action.
5.5 Each party will indemnify and hold harmless the other party, from and against all costs, claims, disputes, demands, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees arising out of the infringement of the Intellectual Property Rights belonging to a third party, which arise due to (i) either party’s delivery or use of the Services, as applicable; or (ii) any breach of Whisk’s representations under clause 5.1 of these Standard Terms.
5.6 The indemnity is subject to the following conditions (unless agreed otherwise in accordance with clause 5.3 of these Standard Terms):
5.6.1 the indemnified party promptly notifying the indemnifying party in accordance with clause 5.3 of these Standard Terms;
5.6.2 the indemnified party makes no admissions or settlements without the indemnifying party’s prior written consent;
5.6.3 the indemnified party gives the indemnifying party all the information and assistance that the indemnifying party may reasonably require; and
5.6.4 the indemnified party allows the indemnifying party complete control over any negotiations, litigation and settlement of any such claim or action.
6 Term and termination
6.1 In addition to the termination provisions set forth elsewhere in this Agreement, either party may terminate the Agreement immediately at any time by written notice to the other party if the other party:
6.1.1 commits any material breach of its obligations under the Agreement which (if remediable) is not remedied within 30 days after the service of written notice specifying the breach and requiring it to be remedied;
6.1.2 ceases (or threatens to cease) to trade (either in whole, or as to any part or division involved in the performance of the Agreement); or
6.1.3 is unable to pay its debts as they fall due, or is reasonably deemed unable to pay its debts; or
6.1.4 there is a change of control of the other party within the meaning of section 1124 of the Corporation Tax Act 2010; or
6.1.5 has been subject to a Force Majeure Event continuously for more than 90 days.
6.2 On termination of the Agreement, all provisions of the Agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing, or is expressly stated to continue, shall continue in full force and effect.
6.3 Upon termination of the Agreement for any reason, Retailer shall promptly (no later than 30 days from the termination) delete and remove from all computers, hard drives, networks, and other storage media all copies of Services, and any data obtained from the use thereof and shall certify to the Whisk that it has complied with this provision.
7 Force majeure
7.1 For the purpose of the Agreement Force Majeure Event shall mean any event arising that is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war).
7.2 A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay to perform its obligations under the Agreement shall forthwith notify the other, and shall inform the other of the period for which it is estimated that such failure or delay shall continue. The affected party shall take reasonable steps to mitigate the effect of the Force Majeure Event.
8 Confidentiality
8.1 For the purpose of the Agreement Confidential Information shall mean all information, whether technical or commercial (including all specifications, drawings and designs disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties), where the information is:
8.1.1 identified at the time of disclosure as confidential; or
8.1.2 reasonably considered confidential given the nature of the information or the circumstances of disclosure.
8.2 Each party agrees to undertake all reasonable measures to protect the confidence of Confidential Information.
8.3 Confidential Information may be disclosed by the receiving party to its employees, representatives and professional advisers, provided that the recipients are committed to confidentiality either by agreement or statutory obligations.
8.4 The obligations set out in this article 8 shall not apply to Confidential Information which the receiving party can demonstrate:
8.4.1 is or has become publicly known other than through a breach of this article 8; or
8.4.2 was in possession of the receiving party prior to disclosure by the other party; or
8.4.3 was received by the receiving party from an independent third party who has full right of disclosure; or
8.4.4 was independently developed by the receiving party; or
8.4.5 was required to be disclosed by a governmental authority, provided that the party subject to such requirement to disclose gives the other prompt written notice of the requirement (to the extent permissible).
8.5 The obligations of confidentiality in this article 8 shall not be affected by the termination of the Agreement.
9 Notices
9.1 Any notice or other communication given to a party under or in connection with the Agreement shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid post or email.
9.2 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
10 Publicity
10.1 All media releases, public announcements and public disclosures by the Retailer relating to the Agreement or its subject matter, including promotional or marketing material, shall be coordinated with and approved by Whisk and the Retailer prior to release.
11 Assignment
11.1 Either party may only assign or transfer its rights or obligations under the Agreement with the other party’s prior written consent (such consent not to be unreasonably withheld); provided that either party shall be entitled to assign this Agreement, without the prior written consent of the other party to any successor corporation or other legal entity which succeeds as a going concern to the business presently conducted by such party pursuant to a merger, consolidation or sale of all or substantially all of its assets and provided that any successor shall agree to be bound by the same terms as the assignor.
12 Entire agreement
12.1 The terms of the Agreement constitute the entire agreement between the parties regarding its subject matter and supersede and replace any and all prior agreements, understandings or arrangements between the parties, whether oral or in writing, with respect to the same.
12.2 Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into the Agreement (unless such untrue statement was made fraudulently) and that party’s only remedies shall be for breach of contract as provided in the Agreement.
12.3 We reserve the right to amend these Terms at any time. Amended Terms shall be binding upon publication; however, no such amendment shall be effective in relation to you until we have notified you of such change via the contact address specified in the Agreement or any other publicly available channel.
13 Variation and waiver
13.1 A variation of the Agreement shall be in writing and signed by or on behalf of both parties.
13.2 Any failure to exercise or enforce any right or the provision of the Agreement shall not constitute a waiver of such right or provision.
14 Equitable Relief
14.1 Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under article 8 or, in the case of Retailer, article 1 of the Agreement, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
15 Severance
15.1 If any provision (or part of a provision) of the Agreement or these Standard Terms is found to be invalid, illegal or unenforceable in any respect, it will not affect the validity or enforceability of the remainder of the Agreement.
16 Governing law and jurisdiction
16.1 The Agreement shall be governed by and construed under the laws of England and Wales, without regard to its conflict of law provisions.
16.2 Parties agree to try and settle any dispute through negotiations and mutual understanding. If the solution cannot be reached in negotiations parties agree and hereby submit it to the exclusive jurisdiction of the courts of England and Wales.
Versions
- 1.1 — May, 25, 2026
- 1.0 — December, 2021