Terms of Use — KERB Portal

1. About these terms

1.1 These terms of use ("Portal Terms") govern access to and use of the KERB Trader Portal at kerbportal.com and any successor or related domain (the "Portal").

1.2 The Portal is operated by KERB GROUP LIMITED, a company registered in England and Wales under company number 14602558, whose registered office is at First Floor, 4 Tabernacle Street, London, England, EC2A 4LU ("KERB", "we", "us", "our"). You can contact us at privacy@kerbfood.com.

1.3 By registering for an account, accessing or using the Portal, you confirm that you accept these Portal Terms and agree to comply with them. If you do not agree, you must not access or use the Portal.

1.4 You confirm that you are accessing and using the Portal in the course of a business and not as a consumer, and that you have authority to bind the trading business on whose behalf you are using the Portal (the "Trader", "you", "your"). References to "you" mean both you personally as a user and the Trader you represent, and you and the Trader are jointly and severally liable under these Portal Terms.

1.5 We may make the Portal available to you at our discretion. Access to the Portal is a facility we provide; it is not an entitlement, and nothing in these Portal Terms obliges us to provide or continue to provide the Portal.

2. Definitions and interpretation

2.1 In these Portal Terms:

"Application" means any application, expression of interest or submission made through the Portal in respect of a food hall, market, event, pitch, residency or other trading opportunity.

"Authorised User" means an individual whom you permit to access the Portal using your account credentials or a user profile linked to your Trader account.

"Compliance Documents" means any certificate, policy, assessment, licence, registration or other document uploaded to or recorded in the Portal relating to insurance, food safety or hygiene, fire safety, gas or electrical safety, health and safety, risk assessment, environmental health or any comparable matter.

"Data Protection Legislation" means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any other applicable law relating to the processing of personal data, in each case as amended or replaced.

"Trader Content" means any material you or an Authorised User submits, uploads, transmits or makes available through the Portal, including Compliance Documents, photographs, images, logos, menus, business descriptions, contact information and other text, files and data.

"Trading Agreement" means any agreement, licence, booking confirmation, event agreement or set of trading terms between KERB (or a KERB group company) and you governing your participation in a market, food hall, event or other trading opportunity.

2.2 In these Portal Terms, references to "markets and events" (and to any "market or event") include food halls, residencies and any other trading opportunity operated or arranged by KERB or a KERB group company.

2.3 Clause headings are for convenience only and do not affect interpretation. Words following "including" or "includes" are illustrative and do not limit the sense of the preceding words.

3. Relationship with other agreements

3.1 These Portal Terms govern your use of the Portal only. They do not govern the commercial relationship between us, which is governed by the applicable Trading Agreement.

3.2 If there is any conflict or inconsistency:

the Trading Agreement prevails in respect of the substance of your trading relationship with us (including fees, operational requirements, insurance requirements, term and termination); and
these Portal Terms prevail in respect of your access to and use of the Portal.

3.3 Nothing in these Portal Terms, and nothing displayed in or communicated through the Portal, gives you any right to trade at any market or event, or any entitlement to be onboarded, approved, shortlisted or allocated a pitch.

3.4 Your use of the Portal is also subject to our Privacy Policy which is incorporated into these Portal Terms by reference.

4. Accounts and access

4.1 Access to the Portal is by invitation or approval only. We may accept or decline any registration request at our discretion.

4.2 Account authentication is provided through a third party identity provider. Your use of that service may also be subject to that provider's terms, and we are not responsible for its acts or omissions.

4.3 You must provide accurate, current and complete information when registering and must keep that information up to date. You must notify us of any change to your business name, legal entity, ownership, trading address, or the individuals authorised to act for you, within 5 business days.

4.4 You are responsible for all activity carried out under your account, whether or not authorised by you. You are responsible for the acts and omissions of your Authorised Users as if they were your own.

4.5 You must keep your account credentials confidential and must not share them with, or transfer your account to, any other person or business. You must notify us immediately at privacy@kerbfood.com if you become aware or suspect that your credentials have been lost, disclosed or used without authorisation.

4.6 We may at any time require you to re-verify your identity, authority or business details, and may suspend access pending that verification.

5. Information and Compliance Documents

5.1 You warrant that all information and Trader Content you submit through the Portal is accurate, complete, current and not misleading, and that you will keep it up to date.

5.2 You warrant that each Compliance Document you upload:

is genuine, unaltered, complete and legible;
is valid and in force at the date of upload, or, if not, that its status is clearly identified;
relates to you and to the activities you carry out or propose to carry out at our markets and events; and
where relevant, has been issued or prepared by an appropriately qualified, competent or authorised person.

5.3 You must notify us immediately if any Compliance Document is cancelled, withdrawn, suspended, invalidated, materially amended or expires, or if any information you have provided ceases to be accurate.

5.4 No verification and no reliance. We may, but are not obliged to, review, check or query any Trader Content or Compliance Document. Any acceptance, storage, acknowledgement, status marking (including any indication that a document has been "received", "checked" or "approved") or onward use of a document by us or through the Portal:

is an administrative and record-keeping function only;
is not a confirmation that the document is valid, adequate, sufficient or fit for any purpose;
is not advice, endorsement, certification or approval of your systems, practices or compliance; and
does not transfer to us any responsibility for your compliance with any legal, regulatory, insurance or contractual obligation.

You remain solely responsible for your own compliance with all applicable laws and regulations, including in relation to insurance, food safety and hygiene, allergen information, fire and gas safety, health and safety, and employment.

5.5 Reminders are a courtesy. The Portal may generate automated reminders about expiring documents or outstanding actions. Those reminders are provided as a convenience only. We give no undertaking that any reminder will be generated, sent, delivered or received, or that it will be accurate or timely. You must not rely on them, and their absence, failure or inaccuracy does not affect your obligation to maintain valid documentation and to comply with the Trading Agreement.

5.6 We may reject, suspend or decline to progress any Application, and may suspend your access to the Portal, where required information or Compliance Documents are missing, incomplete, expired or in our reasonable opinion inadequate.

6. Applications

6.1 Submitting an Application is an expression of interest by you. It is not an offer capable of acceptance by us, and it does not create any contract or obligation on us.

6.2 No contract for participation in any market or event arises unless and until we confirm your participation in writing (by email or by a confirmation issued through the Portal that is expressed to be a confirmation of booking), and any such contract is subject to the applicable Trading Agreement.

6.3 We may accept, decline, defer or withdraw any Application at our absolute discretion and are not obliged to give reasons.

6.4 Any status displayed in the Portal (including "pending", "in review", "shortlisted", "waitlisted" or similar) is indicative only, may change, and confers no rights on you.

6.5 We may vary, postpone, relocate or cancel any market or event in accordance with the applicable Trading Agreement. Nothing in the Portal restricts those rights.

6.6 You are responsible for monitoring the Portal and the email address(es) you have registered for updates relating to your Applications.

7. Trader Content and licence

7.1 You retain ownership of all intellectual property rights in your Trader Content.

7.2 You grant us a non-exclusive, worldwide, royalty-free, transferable licence, with the right to sub-license to our group companies, service providers, venue partners, landlords, event partners and media partners, to host, store, reproduce, adapt (including cropping and resizing), publish, display, distribute and otherwise use your Trader Content for the purposes of:

operating and administering the Portal and assessing Applications;
administering your participation in our markets and events; and
promoting and marketing our markets and events and your participation in them, including on our and our partners' websites, social media channels, apps, email communications, press materials, printed materials and on-site signage.

7.3 You warrant that:

you own or are licensed to use all Trader Content and to grant the licence in clause 7.2;
our use of the Trader Content in accordance with these Portal Terms will not infringe the rights of any third party;
where Trader Content depicts, names or otherwise identifies any individual, you have obtained all necessary consents and releases from that individual permitting the uses described in clause 7.2;
Trader Content is accurate and not misleading, including any menu, allergen, ingredient, provenance or dietary information; and
Trader Content complies with all applicable law and does not contain anything that is unlawful, defamatory, obscene, offensive, harassing, discriminatory, in breach of confidence, or that infringes any third party's rights.

7.4 You must not upload any file that contains a virus, worm, trojan or other malicious code, and must not upload material that you are not permitted to disclose.

7.5 We may review, refuse, remove, edit or disable access to any Trader Content at our discretion and without notice. We are not obliged to monitor Trader Content, and we do not endorse it.

7.6 You will indemnify us against all liabilities, costs, expenses, damages and losses (including reasonable legal fees) suffered or incurred by us arising out of or in connection with any breach by you of clause 7.3 or 7.4, or any third party claim that the Trader Content or our permitted use of it infringes that third party's rights.

8. Acceptable use

8.1 You must not:

use the Portal for any unlawful, fraudulent or deceptive purpose, or in breach of any applicable law;
access or attempt to access any account, data or part of the Portal that you are not authorised to access, or any information relating to another trader;
circumvent, disable or interfere with any security, authentication or access control feature;
use any robot, spider, scraper or other automated means to access, extract or index the Portal or its contents;
copy, reproduce, modify, decompile, disassemble or reverse engineer any part of the Portal, or attempt to derive its source code, except to the extent permitted by law;
introduce any virus, worm or other malicious code, or otherwise attack or attempt to attack the Portal or its underlying infrastructure;
impose an unreasonable or disproportionate load on the Portal; or
use the Portal, or any information obtained through it, to develop a competing product or service, or for any commercial purpose other than managing your relationship with us.

9. Availability and changes to the Portal

9.1 The Portal is provided to you free of charge, on an "as is" and "as available" basis.

9.2 We do not warrant that the Portal will be available at any particular time, or that it will be uninterrupted, timely, error-free, secure or free from viruses. No service levels apply.

9.3 We may at any time and without liability modify, update, suspend, restrict or withdraw all or any part of the Portal, including any feature or functionality. Where reasonably practicable we will give you advance notice of planned maintenance or material changes to functionality.

9.4 The Portal relies on third party services (including hosting, database, authentication, file storage, email delivery and error monitoring providers). We are not responsible for the acts, omissions, availability or performance of those providers.

9.5 You are responsible for configuring your own equipment, software and internet access to use the Portal, and for your own antivirus and security arrangements.

9.6 The Portal is not a document management, backup or archiving service. You must retain your own copies of all Trader Content and Compliance Documents. We do not undertake to store, preserve or make available any Trader Content, and we are not liable for its loss, deletion or corruption.

10. Data protection

10.1 We process personal data in connection with the Portal in accordance with our Privacy Policy.

10.2 Each of us acts as an independent controller in respect of the personal data it determines the purposes and means of processing. Neither party acts as processor for the other.

10.3 Where you upload or submit personal data relating to any individual other than yourself (including your employees, contractors, officers or any individual named in or depicted by a Compliance Document, photograph or risk assessment), you warrant that:

you have a lawful basis for disclosing that personal data to us and for our processing of it as described in the Privacy Policy;
you have provided those individuals with the transparency information required by the Data Protection Legislation, including drawing their attention to the Privacy Policy; and
you have taken reasonable steps to ensure that you do not upload special category personal data (including health data) unless it is necessary and lawful to do so, and you will redact such data where it is not required.

10.4 Each party will comply with its obligations under the Data Protection Legislation. Each party will provide the other with reasonable cooperation and assistance in relation to any data subject request, complaint, regulatory enquiry or personal data breach affecting personal data shared through the Portal and will notify the other without undue delay of any such matter that materially affects the other party.

10.5 The Portal uses cookies and similar technologies that are strictly necessary for authentication, security and the operation of the Portal. Further information is set out in our Privacy Policy.

10.6 We will send you transactional and service communications relating to your account, your Applications and your Compliance Documents. These are necessary for the operation of the Portal and you cannot opt out of them while your account remains active. Marketing communications are sent separately and only where permitted by law.

11. Confidentiality

11.1 You must treat as confidential, and must not disclose to any third party or use for any purpose other than your dealings with us, any non-public information you obtain through the Portal, including information relating to other traders, fees, event plans, pitch allocations and the design and functionality of the Portal itself.

11.2 Clause 11.1 does not apply to information that is or becomes public other than through your breach, that you already lawfully held, or that you are required to disclose by law or a regulator (in which case you will, where lawful, notify us first).

12. Suspension and termination of access

12.1 We may suspend or terminate your access to the Portal, in whole or in part, immediately and without liability, where:

you breach these Portal Terms;
we suspect unauthorised access to or misuse of your account, or a security risk;
any required Compliance Document has expired, been withdrawn or is missing;
you cease to trade, become insolvent or enter any insolvency process;
the Trading Agreement expires or terminates for any reason; or
we discontinue the Portal or that part of it.

12.2 We may also suspend or terminate your access for any other reason on 30 days' notice.

12.3 Termination or suspension of your access to the Portal does not of itself terminate or vary the Trading Agreement and does not relieve you of any obligation under it. Termination of the Trading Agreement ends your right to use the Portal.

12.4 On termination of access you must stop using the Portal. Clauses 5.4, 7.3, 7.6, 8, 10, 11, 13 and 15 survive termination of these Portal Terms, together with any other provision that by its nature is intended to survive.

12.5 We will retain and delete personal data in accordance with our Privacy Policy and retention schedule. We may retain records, including Compliance Documents and audit records of approvals, for as long as necessary for our legal, regulatory, insurance and defence-of-claims purposes. You should download any Trader Content you wish to keep before your access ends; we are not obliged to return it to you.

13. Our liability

13.1 Nothing in these Portal Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

13.2 Subject to clause 13.1, and to the fullest extent permitted by law, all terms, conditions, warranties and representations implied by statute, common law or otherwise (including as to satisfactory quality, fitness for purpose and reasonable skill and care) are excluded from these Portal Terms.

13.3 Subject to clause 13.1, we are not liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:

loss of profits, revenue, business, contracts, anticipated savings, goodwill, reputation or opportunity;
loss, deletion, corruption or unavailability of data or Trader Content;
wasted expenditure or management time;
any indirect or consequential loss;
any failure, delay, inaccuracy or non-delivery of any reminder, notification or other automated communication generated by the Portal;
any unavailability of, interruption to, or defect in the Portal, or any act or omission of a third party service provider;
any decision by us to accept, decline, defer or withdraw an Application; or
any unauthorised access to or use of your account, other than to the extent caused by our breach of these Portal Terms.

13.4 Subject to clause 13.1, our total aggregate liability arising out of or in connection with these Portal Terms and your use of the Portal, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to £1,000 in aggregate.

13.5 This clause 13 relates only to your use of the Portal. Our liability in respect of your participation in any market or event is dealt with in the Trading Agreement.

13.6 You accept that the limitations in this clause 13 are reasonable having regard to the fact that the Portal is provided to you free of charge and is an administrative convenience rather than a service you have paid for.

14. Changes to these terms

14.1 We may amend these Portal Terms from time to time. The current version will always be available in the Portal, with the version number and date shown.

14.2 We will notify you of material changes by email to your registered address or by notice in the Portal at least 14 days before they take effect.

14.3 Your continued use of the Portal after the changes take effect constitutes acceptance of them. If you do not accept the changes, you must stop using the Portal and notify us.

15. General

15.1 Notices. Notices to you may be given by email to your registered address or by notice within the Portal, and are deemed received at the time of sending (or, if sent outside business hours, at 9.00am on the next business day). Notices to us must be sent to privacy@kerbfood.com.

15.2 Entire agreement. These Portal Terms, together with the documents referred to in them, constitute the entire agreement between us in relation to the Portal and supersede all previous agreements, representations and understandings relating to it. You acknowledge that you have not relied on any statement or representation not set out in these Portal Terms. Nothing in this clause limits liability for fraudulent misrepresentation.

15.3 No partnership or agency. Nothing in these Portal Terms creates a partnership, joint venture, employment or agency relationship between us.

15.4 Assignment. We may assign, transfer, novate or subcontract any of our rights or obligations under these Portal Terms. You may not do so without our prior written consent.

15.5 Waiver. No failure or delay by either party in exercising any right constitutes a waiver of that or any other right.

15.6 Severance. If any provision is found to be invalid or unenforceable, it will be modified to the minimum extent necessary or, if that is not possible, deleted. The remaining provisions continue in force.

15.7 Third party rights. Except for our group companies, who may enforce clauses 7.2, 7.6 and 13, a person who is not a party to these Portal Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. The consent of any third party is not required to vary or rescind these Portal Terms.

15.8 Force majeure. We are not liable for any failure or delay in performing our obligations under these Portal Terms caused by events beyond our reasonable control.

15.9 Governing law and jurisdiction. These Portal Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

KERB Trader Portal — Terms of Use