Terms and Conditions

DELIVEROO FOR BUSINESS ACCOUNT TERMS

These terms apply to the registered company identified in the application form ("You") and cover Your use of Deliveroo for Business ("DFB"). DFB is provided by Deliveroo or us (Roofoods Ltd, company number 08167130). Roofoods Ltd registered address is The River Building, Level 1 Cannon Bridge House, 1 Cousin Lane, London EC4R 3TE. The person clicking "Accept" confirms that:

  • They have authority to accept and to bind Company they are accepting for;
  • You accept our offer to provide DFB on these terms; and
  • You agree to and will comply in full with these terms ("Terms")

These terms come into effect on the date of your acceptance, subject to you passing any KYC or other credit checks we may undertake. Deliveroo is an intermediary and is not a reseller of the products on its Platform. You should save a copy of these terms for your records. We may make changes to these terms, so check back here from time to time. We’ll notify you of material changes before they happen. If you pay a receipt after being notified of a change, you’re deemed to have accepted that change. If you have questions about these terms or DFB please contact . If we need to contact you, we’ll do so via the email address you have provided to us. It’s your responsibility to ensure that this email address is valid and up to date at all times.

  1. DFB services

    2. The DFB services are provided to you, the company (as identified in your onboarding form). These services comprise of:

    • the set-up of a business account based on your spend preferences for your employees (as set out under "Account set up"); and
    • the aggregation of permitted purchases made by employees for single monthly payment (as set out in "Charges and payment").

    These terms do not cover food delivery services that we provide to your employees: these services are covered under the Customer Terms and Conditions that each employee must accept when they activate their account.

  2. Account set up

    3. Once you have accepted these terms, and subject to your application passing our KYC fraud and credit checks, Deliveroo shall activate your DFB account (the "Account") and onboard you to the DFB portal. You will need to provide us with the name and email address of your employees who are eligible to use your company allowance to order items on Deliveroo. You are responsible for ensuring that employees only use the allowance as permitted by your internal policies. Deliveroo will then email each employee explaining the DFB set up in your company and including a link and instructions for the employee to activate their allowance by creating an account with Deliveroo or linking the allowance to an existing Deliveroo account. Deliveroo may send reminder emails to those employees who have not yet activated their accounts at reasonable intervals. Once an employee has activated their account, Deliveroo shall categorise that account as being eligible to use the allowance. You can remove an employee from having access to an allowance via the DFB portal. Nothing in these terms shall be interpreted as prohibiting Deliveroo from processing the personal data of employees that have completed their Account for its own marketing purposes.

  3. Catering

    4. The Customer Terms and Conditions apply to all catering orders. To the extent there is any inconsistency between these Terms and the Customer Terms and Conditions, these Terms shall prevail. To place a catering order with one of our partners, you must contact your account manager directly via phone/email. Once the order has been confirmed with the partner, Deliveroo will place the order directly on your behalf. Payment for catering orders will be billed in accordance with the charges and payment section. Unless stated otherwise by your account manager, the following modification and cancellation conditions apply to all catering orders:

    Cancellation
    Value Full refund No refund
    £0 - £500 More than 24 hours notice before delivery date and time Less than 24 hours notice before delivery date and time
    £500.01 - £1000 More than 48 hours notice before selected delivery time Less than 48 hours notice before selected delivery time
    £1000.01 - £5000 More than 72 hours notice before selected delivery time Less than 72 hours notice before selected delivery time
    >£5000.01 More than 7 working days notice before selected delivery time Less than 7 working days notice before selected delivery time
    Modification
    Caterer Modification notice period
    Restaurant More than 24 hours notice before delivery date and time
    Caterer More than 48 hours notice before selected delivery time
  4. Charges and payment

    5. In respect of each period running from 1st to the last day of each calendar month as applicable (the "Payment Period") we will aggregate the purchases made by your employees for a single payment by you. The charges payable for DFB services ("Charges") shall comprise the aggregate value of all orders (including any catering orders), including: Service fees; VAT / applicable transaction taxes; and any other costs indicated at the time of placing the order.

    Any part payment by an employee will be detailed on the receipt but not included in the Charges. In addition to the Charges there shall be a standard administration fee ("Admin Fee") added for each Payment Period, which shall be a percentage of the Charges. Deliveroo reserves the right to amend the Admin Fee in its sole discretion by written notice to the Customer at any time after the Initial Term. We will give you reasonable advance notice if we do, and you will have the opportunity to opt-out and end your use of DFB before the new Admin Fee takes effect. Your payment of a receipt after this notice expires will constitute acceptance of the new Admin Fee.

    You must pay the Charges in arrears, in respect of each Payment Period. Deliveroo shall provide you with a receipt within approximately 10 days of the last day of each Payment Period. You shall pay each receipt in full and in cleared funds within 30 days of receiving it to a bank account nominated in writing by Deliveroo without any set-off, counterclaim, deduction or withholding.

    Late payment of any undisputed amounts under these terms will bear interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, in addition we will also charge a compensation fee up to a maximum of £100 per receipt as detailed within the Act. Each Party agrees to reimburse the other for costs or expenses incurred by it as a result of any such late payment, including all reasonable costs of collection. You must pay the Charges in the currency of the territory in which the DFB Services are provided.

  5. Limitations of Liability

    6. Nothing in these terms limits or excludes either party’s liability for death or personal injury caused by its negligence or that of its personnel, fraud or fraudulent misrepresentation, or any other liability that cannot be legally limited or excluded by law.

    Subject to the clause immediately above, neither party shall be liable to the other party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these terms for any (a) loss of profits; (b) loss of sales or business; (c) loss of agreements of contracts; (d) loss of anticipated savings; (e) loss of or damage to goodwill; and (f) loss of use or corruption of software, date or information, in each case, whether direct or indirect, or for any special, indirect or consequential loss.

    Subject to the two clauses immediately above, each party’s total liability to the other, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these terms in any consecutive twelve month period for all claims in aggregate shall be limited to one hundred per cent of the Charges paid by you in that twelve month period (excluding any VAT).

    Each party agrees that the other party’s express obligations and warranties in these terms are (to the fullest extent permitted by law) in lieu of and to the exclusion of any other warranty, condition, term or undertaking of any kind (including those implied by law), statutory or otherwise in connection with these terms and the DFB services.

  6. Data Protection

    7. The parties shall have the respective rights, and the respective obligations, as set out in the Data Protection Conditions (set out below).

  7. Termination

    8. Unless terminated earlier, these terms shall continue for an initial term of one year ("Initial Term") and shall automatically extend for successive extension terms of one year ("Extension Term") at the end of the Initial Term and at the end of each Extension Term. In addition, without affecting any other right or remedy available to it:

    1. either party may terminate at the end of the Initial Term or any Extension Term on giving the other party not less than 30 days’ written notice before the end of that term; and
    2. Deliveroo may terminate by giving prior written notice to you if any undisputed sum owing is not paid within 30 days of the due date for payment.

    Without affecting any other right or remedy available to it, if you are in material breach of your obligations under the Agreement at any time, including but not limited to not paying Charges in accordance with these terms, Deliveroo reserves the right to suspend the provision of the Services (in whole or in part). Deliveroo shall be entitled to maintain the suspension until you are able to remedy the breach and demonstrate its future ability to comply with the relevant obligation to Deliveroo’s reasonable satisfaction.

  8. Confidentiality

    9. "Confidential Information" means any information of a confidential or proprietary nature in relation to discloser, including without limitation, details of its business methods, the identity of any of its customers or suppliers, its pricing structure or margins, any financial information or its terms of business.

    Each party undertakes that it shall:

    1. keep the Confidential Information in strict confidence, in at least the same manner as the recipient maintains its own Confidential Information; and
    2. not at any time during the Initial Period and any Extension Period and for a period of three years after termination of these terms, disclose to any person any Confidential Information, except as permitted by this clause.

      3. Each party disclose the other party’s Confidential Information:

    3. to its employees, representatives, service providers, subcontractors or professional advisers (each, a "Relevant Personnel") who needs to know such information for the purposes of carrying out or advising on the party’s rights or obligations under the Agreement. Each party shall ensure that its Relevant Personnel to whom it discloses the other party’s Confidential Information comply with the confidentiality obligations get out in these terms;
    4. to the taxation authority or any other relevant authority in order to obtain tax or other clearances or consents; and
    5. as may be required by applicable law, a court of competent jurisdiction or any governmental or regulatory authority.

    This section H does not apply to any Confidential Information which was in the public domain before it was provided or made available to the relevant party or, after it was provided or made available to that party, entered the public domain otherwise than a result of (i) a breach by that party of this section H or Schedule 1 of these terms; or (ii) a breach of a confidentiality obligation by the discloser, where the breach was known to that party.

  9. General

    10. No waiver by Deliveroo of any breach by you of these terms shall be considered as a waiver of any subsequent breach. No failure or delay on the part of any party in exercising any right under these terms shall operate as a waiver of such right.

    Deliveroo may subcontract any or all of its rights and obligations under this Agreement to a third party.

    In the event that the whole or any part of one or more of the provisions of these terms are found to be unlawful or otherwise unenforceable, the relevant part of that or those provisions shall be deemed severed from the remainder of these terms. The provisions of clauses D, E, F, H, I, J, and K shall continue in force following termination of these terms for any reason.

    These terms, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

    Each party warrants that it will comply with the Anti-Corruption Laws and that it shall not do, nor omit to do, any act that will lead to the Customer being in breach of any anti-corruption laws.

    These terms, and any non contractual rights or obligations arising out of or in connection with them, shall be governed by, and construed in accordance with, the laws of England and Wales and any dispute, proceedings or claim between the parties arising in connection with these terms shall fall within the exclusive jurisdiction of the English courts.

    Schedule 1 - Deliveroo for Business Data Protection Conditions

    DEFINED TERMS

    1. In this Schedule:

      2. "Applicable Law" means all applicable laws, statutes, regulations, regulatory requirement, subordinate legislation or other law or mandatory guidance or code of practice; or judgment of a relevant court of law, or sanction, directive, order or requirement of any regulatory authority, from time to time in force in any applicable jurisdiction;

      "Controller", "Data Subject", "Personal Data" and "processing" all have the meanings given to them in DP Laws (and related terms like "process" shall have corresponding meanings);

      "Complaint" means a complaint or request relating to the obligations of either party under DP Laws that is relevant to the Customer Employee Data or Order Data, including any compensation claim from a Data Subject or any notice, investigation or other action from a regulator or Supervisory Authority;

      "Customer Employee Data" means Personal Data received by Deliveroo from or on behalf of the Customer in connection with Deliveroo’s obligations under clause A of this Agreement;

      "Data Subject Request" means a request made by a Data Subject to exercise any of their rights under DP Laws;

      "DP Laws" means any Applicable Law, enactment, regulation, regulatory policy, by law, ordinance or subordinate legislation relating to the processing, privacy, and use of Personal Data, that applies to the Customer, Deliveroo and/or the services, including:

      1. any laws or regulations implementing EU Directives 95/46/EC (Data Protection Directive) or 2002/58/EC (ePrivacy Directive);
      2. the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679); and
      3. any judicial or administrative interpretation of any of the above, and any guidance, guidelines, codes of practice, approved codes of conduct or approved certification mechanisms issued by any relevant Supervisory Authority, in each case, as in force and applicable;

      "Order" means an order placed by a Customer Employee for food and/or beverages with the restaurant using the Allowance via the Platform;

      "Order Data" means Personal Data relating to an Order which is shared with or otherwise made available to the Customer by or on behalf of Deliveroo;

      "Platform" means www.deliveroo.co.uk and its affiliated websites, ordering platforms and mobile applications; and

      "Supervisory Authority" means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering DP Laws.

      "VAT" means Value Added Tax or any other applicable transaction tax

    GENERAL

    Each party shall comply with DP Laws and its obligations under this Agreement. The parties acknowledge and agree that each party is an independent Data Controller (and not a joint Data Controller).

    OBLIGATIONS OF THE PARTIES

    You shall provide to Deliveroo the Customer Employee Data to enable Deliveroo to send emails to the employees to create a login or link their email to an existing account.

    Deliveroo shall provide the Order Data to allow you to:

    1. verify the Charges for the services
    2. monitor the use by employees of the Allowance in relation to Orders;
    3. process expenses claims of employees and to correctly pay and record any associated tax;
    4. provide a receipt for the cost of Orders as a disbursement on behalf of the restaurant and/or supply supporting information for any such receipt;
    5. comply with its obligations under applicable law and for its legitimate audit and record keeping purposes (together, the "Agreed Purpose").

    You shall only use Order Data for the Agreed Purpose. Each party shall be responsible for complying with its own obligations under DP Laws, including its own obligations to provide Data Subjects with such fair processing information as is required under DP Laws.

    Each party may deal at its discretion with all Data Subject Requests and Complaints relating to its own processing of the Order Data that it receives directly from a Data Subject or the person making the Complaint.

    Each party shall provide reasonable assistance, information and cooperation in connection with the Order Data to the other party to assist the other party to ensure compliance with its obligations under DP Laws and in responding to any Complaints.