UK (MOR) General Terms of Services

Last updated: 05 December 2023  

The following terms and conditions (“Terms“) constitute a legal agreement between you (“you” or “your” or “the Merchant”) and our entity as set out in the Purchase Order (“Sunday,” “we,” or “us“) and govern (i) your access to and use of our technology services to you and, where applicable, (ii) your provision of catering services to the customers in your Establishments (“the Users”) as our agent. By signing the Purchase Order and/or accessing and/or using and/or providing services described herein, you agree to these Terms and any other policies or terms referenced in the services. You also acknowledge that you have read, understood and accepted our privacy policy applicable to waiters and merchant’s personnel (the “Privacy Policy“) accessible at https://sundayapp.com/en-gb/privacy-policy-waiters-personnel/.

Sunday offers to improve the User experience in your Establishments by providing services to you (“Sunday Services“) and by allowing them to benefit from all or part of the Solution. 

In order to benefit from the Solution (excluding PDQ Application), you agree that catering and hospitality services (“Your Services”) will be provided as follows : Sunday will appoint you to provide these catering services to the Users, and you will act on our behalf and in our own name as our disclosed agent. 

Section 1 – Definitions* 

• “Agreement” : Legal document that binds both parties and includes these Terms, the Purchase Order, the Privacy Policy, any special conditions provided by us and accepted by you. 
• “Anomaly” : any non-compliance of the Solution with the Documentation. 
• “Beneficiary Companies” : a group of companies, which may belong to the same group or to the same franchise network, which benefit from Sunday Services, and for which you have obtained all the appropriate authorizations to subscribe to these Terms. 
• “Back-office platform” : The Sunday interface (consisting of a website) in Software as a Service (“SaaS”) mode , which we make available to you, and which, associated with the QR Code Application and the PDQ Application (together, the “Sunday Applications”), allows you to access Sunday Services. 
• “Merchant Account” : an account allowing you to control the use of the Sunday Services for one or more of your Establishments that includes the possibility of giving different access levels to different people involved in your Establishment(s), according to your needs and the rights you wish to give them. 
• “Data” : all data and information that you provide or make available to us in connection with the use of the Sunday Services and/or the provision of Your Services. 
• “Digital Fee”: a fee paid by the Users for the use of the Solution. 
• “Documentation” : the documentation we provide to you setting out the terms and conditions of use of Sunday Services and/or the provision of Your Services to the Users as our agent.
• “Effective Date” : the date set out in the applicable Purchase Order when the Agreement becomes effective. When no Purchase Order is needed, as per clause 3.2, the Effective Date shall be the date when the relevant services or products are purchased by the Merchant. 
• “Establishment(s)” : any type of venue open to the public in which you provide, on our behalf, to the Users food and/or beverage services (e.g. bar, festival, restaurant, food court, stadium, and similar). 
• “Fees”: all amounts owed by Merchant to Sunday for the provision of the Sunday Services.
• “Order” : an order placed by a User in your Establishment(s). 
• “Payment Link”: a Sunday service that allows Merchants to send a payment link to their customers by electronic means of communication to be used to purchase catering and hospitality services. 
• “Payment Service Provider” : a secure payment service provider that can handle the processing of transactions between us and the Users . 
• “PDQ Application”: Sunday payment application accessible on a Process Data Quickly device (PDQ device).
• “Pre requirements”: technical prerequisites necessary for the installation of our Solution and Sunday Services.
• “Purchase Order”: a signed document describing the Sunday Services. 
• “QR Code Application”: Sunday payment solution accessible through scanning a Quick Response Code (QR Code).
• “Solution”: the Sunday Services, the Sunday Applications, and all other products and services Sunday provides to Users and to the Merchant.
• “Sunday Check In”: a service that (i) allows Users to make online reservations at your Establishment through a Sunday interface integrated with a third party booking platform, (ii) improve check in and (iii) accelerate checkout.

 * For the sake of clarity, additional definitions appear in the body of the Terms, when they concern a particular section. Terms used but not defined herein shall have the meanings assigned to them in the Purchase Order. 

Section 2 – What we offer 

2.1. Sunday will provide the Sunday Services to you in accordance with and subject to the terms of the applicable Purchase Order and of these Terms. Sunday Services are offered on a non-exclusive basis. 

2.2. With the exception of maintenance periods, Sunday Services are accessible 24/7. In case of malfunction or interruption of Sunday Services or of Anomalies and upon notification sent by email to support_uk@sundayapp.com, we will make our best efforts to restore Sunday Services as soon as possible. For more details, please refer to our Documentation. 

Section 3 – How to Subscribe 

3.1. By signing the relevant Purchase Order to use Sunday Services, you agree to our Terms. Certain additional services may be subject to special terms and conditions, which shall form an inseparable whole with these Terms. 

3.2. The Merchant understands that part of the Sunday Solution, including, but not limited to the Payment Link product, may not be subject to a Purchase Order and will be purchased directly on the Back-office platform. Relevant terms and conditions for such products will be available on the Back-office platform to the Merchant before any purchase is made. 

3.3. To use the Sunday Services, you must: 

• accept and comply with the Agreement (including the Documentation), 
• provide all necessary documents required by us, which may include (but not limited to) business licence, personal identification, tax identification, information regarding VAT status, alcohol and food licence(s) (where relevant), banking documentation, and all information required for the accurate calculation and preparation of invoices by us. You are solely responsible for providing us with, and maintaining, accurate bank account information. 
• comply with the Pre requirements to ensure the technical compatibility of your equipment with our Solution. In the event of a change in your POS, you must inform us at least one (1) month in advance so that we can make the necessary technical adjustments, if possible. However, we reserve the right to terminate the Agreement in the event of a change of POS service or a change that is incompatible with the Pre requirements in accordance with section 5. 

If you wish to enable Sunday Check In, you must provide Sunday with the API key to your existing third party booking provider. Sunday Check In may be set up in some or all of the following ways: (i) allow Users to make online reservation at your Establishment through a Sunday interface integrated with a third party booking platform; (ii) simplify their check in; and (iii) accelerate their checkout. You understand and agree that Sunday may send communications to the Users after their online reservation and/ or their check in at your Establishment, for example to provide them with a payment link to improve their payment experience.

3.4. You grant us a mandate, pursuant to which, for each Order paid via QR Code Application, we may issue an invoice and/or receipt for catering services you provided on our behalf. If needed, we may also issue amending invoices and/or receipts for cancelled catering services. You may dispute invoices and/or receipts issued by us within a period not exceeding three (3) business days from the issuance date of the invoice and/or receipt. Failing this, you are deemed to have validated said invoice and/or receipt. It is understood that you will carry out storing and archiving of invoices and/or receipts in compliance with applicable laws. 

Section 4 – How to use Sunday Services 

4.1. Your access 

You must create a Merchant Account and submit all the updated information about your activity (Establishment(s), menus and prices, Beneficiary Companies, etc.). When you subscribe, we will send you a login. A temporary password is also sent to you. It is up to you to change it, if you wish, according to a minimum level of complexity required to ensure an optimal security. In order to ensure an appropriate level of security and to preserve the integrity of the Solution, the identifier and the password are personal to you and must not be communicated to anyone. In case of loss of a login, you should contact us as soon as possible so that we can provide you with new identifiers. 

You are in charge of determining which users within your organisation will have access to all or part of the Merchant Account. Specific access to the Merchant Account will be created for them. You must ensure that these users comply with our Terms. 

We will not be liable for any damages that may result from your failure to comply with this section. 

4.2. Use of Sunday Services, the Solution and Your Services

4.2.1. You must keep the information relating to your business, your Establishment(s), and/or your menus provided on our behalf up to date. You must also provide and update information for the Users (including prices, menus, available products and allergens in your products advertised to Users on our behalf as part of Your Services to us). As part of Your Services provided on our behalf, you must fulfil the Orders according to the terms and conditions between the Users and us, which we will communicate to you, and in accordance with the rules, including sanitary rules, that apply to the catering services in your country. 

4.2.2. The payment of the Orders can be done, in whole or in part, via Sunday Applications, at the choice of the Users, by bank card or restaurant check. You are informed of each payment made via Sunday Applications. 

Section 5 – Duration and Termination 

5.1. The term of the Agreement will begin on the Effective Date and shall continue until all Purchase Orders have expired or been terminated. 

5.2. The Agreement may be terminated by either Party if the other Party breaches any material term of the Agreement and such breach remains uncured for five (5) days following written notice from the non-breaching Party. In such an event, without prejudice to the non-breaching Party’s other rights and remedies, the latter may terminate the Agreement effective immediately without further liability or obligation to the breaching Party. A material breach of the Agreement shall include, but shall not be limited to, the Merchant changing its POS service to one that is not compatible with the Solution, in violation of the Pre Requirements. 

5.3. Termination shall be notified in accordance with the terms of the Purchase Order. 

5.4. In the event of termination of the Agreement, for any reason whatsoever, it is agreed that: 

• You will no longer be able to use Sunday Services or the Solution, will stop providing Your Services and will cease to use all associated communication media; 
• Sunday will collect all accrued charges and fees in accordance with the Purchase Order, including on any payment made within your Establishment(s), via the Sunday Applications, between the notification of the termination of Sunday Services and their effective suspension; and 
• Any funds due to you for Your Services, subject to any deductions agreed under this Agreement, will be paid following the termination date. 
• Those sections that by their nature should logically survive shall remain in force after any termination of this Agreement (including, but not limited to, the Confidentiality and Property sections). 

Section 6 – Fees 

6.1. The Purchase Order shall define all applicable Fees and payment terms. Where applicable, our charges include a service fee on QR Code Digital Payment which shall apply to transactions made by Users using the QR Code Application (the ”Service Fee”). 

6.2. We agree to pay you for Your Services and related costs an amount which corresponds to the amount of the transactions made via the QR Code Application between us and the Users minus the Service Fee mentioned in section 6.1 (the “Sunday Debt”). You agree that the Sunday Debt is only payable to the extent we receive the funds from the Users in relation to the transactions made by the Users using the QR Code Application. Your invoices are due and payable within 30 days. 

6.3 Our invoices are due and payable within thirty (30) days. 

6.4. We may perform additional services for you. These services are carried out on the basis of a prior quote and are subject to additional invoicing. 

6.5. In case of question or disagreement concerning the invoicing, you can contact us at any time by email at support_uk@sundayapp.com. Complaints must be made within thirty (30) days of the date of receipt of the invoice. Otherwise, we will consider the invoice has your full agreement. 

6.6. We retain the right to charge the Users a Digital Fee for the use of the Solution. 

Section 7 – Property 

7.1. Property of Sunday 

7.1.1. We hold all rights, in particular all Intellectual Property Rights and authorizations relating to our website, brands, logos, domain names and other distinctive signs, to Sunday Services, to the Solution (including the software and hardware infrastructure implemented or developed by our teams, including the Sunday Applications) and to its documentation, and more generally to the content that we may provide to you in the course of the Agreement. We grant you only a personal, non-assignable and non-transferable right to access and use the Solution and Sunday Services, for the entire duration of the Agreement. This licence is reserved solely for your use of the Solution and Sunday Services, to the exclusion of all others. You are also authorised to reproduce our trademarks, solely in connection with the use of the Solution with the Users. Your subscription to Sunday Services does not imply any transfer or assignment of these rights, of any kind, for any reason whatsoever. Any removal or modification of the proprietary notices within the Solution and/or Sunday Services is prohibited. Any unauthorised use of any of the elements listed in this section shall be considered as constituting an infringement and shall be prosecuted in accordance with the legal provisions in this regard. 

7.1.2. We guarantee to you that in the event of an action brought against you on the grounds that our trademarks, Sunday Services, Solutions and programs made available to you constitute an infringement of the intellectual property rights of third parties we will indemnify you in the event of a final judgement resulting in an infringement. We do not give any other guarantee. In particular, we do not warrant (i) that Sunday Services will be error-free and/or available on an uninterrupted basis or that Sunday will be able to correct all errors in Sunday Services, (ii) that Sunday Services will work in combination with your content or applications or with any other hardware, software, systems, services or data not provided by Sunday. This section defines Sunday’s sole liability and the sole and exclusive remedy available to you in the event of an action for infringement of intellectual property rights.

7.1.3. We make no other warranties. In particular, we do not warrant (i) that the Sunday Services will be error-free and/or available on an uninterrupted basis or that Sunday will be able to correct all errors in the Sunday Services, (ii) that the Sunday Services will operate in combination with your content or applications or with any other hardware, software, systems, services or data not provided by Sunday.

7.2. Your property rights 

7.2.1. You are the owner of the Data and of the existing rights on the information relating to your activity that you communicate as well as the materials that you produce within the framework of the use of Sunday Services and/or the provision of Your Services. In particular, you are the sole owner of the existing rights on your menu, your logos and brands, your graphic design and/or the photographs and content that you communicate to us. 

7.2.2. You grant us a non-exclusive right to reproduce and represent your trademarks, logos, designs, trade names, company names and more generally any other rights attached to the content that you communicate via the Solution, in order to integrate them into the Solution and Sunday Services. You authorise us to reproduce and represent your trademarks, logos, designs, trade names, company names, and more generally any other rights attached as a reference, including in the context of marketing operations, on any medium and by any process of your choice, such as presentations, websites, brochures, etc., to any third party, regardless of the method of communication. 

7.2.3. You warrant that you have all the rights and authorizations required to provide Your Services and/or to subscribe to Sunday Services, use our Solution and upload your content. You indemnify us, in particular, against any action, request or claim that would be made by any third party to whom your trademarks, logos, menus, and more generally, all content that you can communicate or upload to the Solution, would infringe. You also guarantee us against all damages resulting from the content that you may upload to the Solution. You agree to indemnify Sunday and to bear all defense and conviction costs, if any. 

7.2.4. In order (i) to allow the functioning of the Solution and Sunday Services, (ii) to allow you to follow in real time the payment of Orders by the Users in your Establishment(s), (iii) to provide you with statistical data in order to improve the management of the Users and (iv) to improve Sunday Services and our Solution, you expressly allow us to access your POS and your aggregators/middlewares and to collect information relating to all the transactions carried out in your Establishment(s). 

Section 8 – Liability 

8.1. Each of the Parties is liable to the other for the performance of its obligations under the Terms and consequently undertakes to compensate the other Party for any foreseeable damage suffered as a direct result of any non-performance, partial performance or improper performance of its obligations. 

8.2. In particular, in the event of Sunday’s failure to fulfil its obligations, you will have the possibility to claim compensation for the direct and proven damage that you have suffered, excluding any indirect damage and in particular commercial damage, damage to your image, loss of opportunity, profits and earnings, etc. We shall not be liable, in any manner whatsoever or for any reason whatsoever, in the event of a breach by you, one of the Beneficiary Companies or one of your Establishments of these Terms and, in particular, in the event of non-compliant use of the Solution and/or Sunday Services and/or the materials and content that may be made available to you. In any event, if Sunday’s liability were to be established and incurred, it would be expressly limited to the total of the amounts, excluding taxes, that we would have invoiced you for the twelve (12) months preceding the claim on the Establishment(s) concerned. 

8.3. You are solely responsible: 

• for complying with the Terms, as well as with any special conditions, additional terms and the Documentation, ● for updating the Data that you communicate to us, whether they relate to your activity, to that of your Establishment(s) or to the Beneficiary Companies, 
• for obtaining all the appropriate authorizations to carry out your activity and allow the Beneficiary Companies or your Establishment(s) to benefit from the Solution and Sunday Services, 
• in the event of identity theft, fraud, unauthorised use of your Merchant Account, or in the event of misappropriation by a third party of the data in said account to use the Solution, as a consequence of any breach by you of the Terms, 
• for the placing of and compliance with Orders placed by the Users via the QR Code Application. We only provide a tool to facilitate order taking, order tracking, and the processing of transactions. We do not intervene in the catering service that you provide to the Users on our behalf. You are therefore solely responsible for the conditions under which the catering services are provided to the Users on our behalf (including, in particular, the updating of your menus, the availability of products, the quality of the products and services that you offer, the progress of the Order placement, the display of the allergens for your products),
• for all content that you may include in the Solution, including links to third-party websites to which you may wish to refer for the presentation of your business. You are responsible in this respect, both to Sunday and to any third party, ● for complying with all applicable regulations, in particular, in terms of product safety, health rules and consumer law. In this respect, you are, in particular, solely responsible for communicating exhaustive information, and keeping it up to date, relating to the list of ingredients, allergens or calories that may be present in the products that you provide to the Users, in accordance with the regulations applicable at the time the Order is placed by them, 
• for complying with all payment network rules and Applicable Laws in connection with your use of the Sunday Services.
• where applicable, for complying with the requirements imposed by our Payment Service Provider, 
• for all tax and social security consequences resulting from the use of the Solution and Sunday Services, and the provision of Your Services to us with respect to any third party and any administrative or public authority. In addition, you warrant to Sunday that you operate your business in accordance with applicable laws and regulations and in particular that you assume and are solely responsible for any consequences in the event of failure to comply with good hygiene practices and Hazard analysis and critical control points (“HACCP”) principles. 

As such, you agree to hold Sunday harmless from any dispute, challenge, damage or injury that may arise from this section. 

8.4. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 in the United Kingdom are, to the fullest extent permitted by law, excluded from the Agreement with respect to Sunday Services. Except as expressly stated in this Agreement, all terms, conditions, representations, and warranties (whether implied by statute, course of conduct, or otherwise) are hereby excluded to the fullest extent permitted by law with respect to Sunday Services. 

8.5. Finally, the Solution implies an Internet connection within your Establishment(s). You are informed and aware of the hazards of the Internet. We shall not be held responsible for the consequences of any Internet connection problem. As such, you agree to hold Sunday harmless from any dispute, challenge, damage or injury that may arise from your inability to maintain a connection to the Internet during the term of this Agreement. 

Section 9 – Personal Data 

You and we undertake that the processing of personal data carried out in the context of our relationship shall comply with the applicable regulations in this regard and in particular with the provisions of the UK Data Protection Act 2018 as amended (“Data Protection Act“) as well as Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on data protection, which entered into force on May 25, 2018 (“GDPR“) (hereinafter together the “Regulation“). The Parties undertake to implement all appropriate technical and organisational measures so that the processing of Personal Data meets the requirements of the Regulation and guarantees the protection of the data subject’s rights. In this respect, each Party will communicate to the other all documents and personal data policies governing its activity. 

In particular, any personal information on your staff that you provide to us or that we collect about them, in connection with the provision of the Sunday Services and the Solution, including the operation of our Back-office platform and our proprietary application Sunday for Restaurants, will be processed in accordance with our Privacy Policy accessible at https://sundayapp.com/en-gb/privacy-policy-waiters-personnel/. This explains what personal information we collect from or about them, why and how we collect, store, use and share it, data subject’s rights in relation to it, and how to contact us and supervisory authorities if they have a query or complaint about our use of it.

User’s personal data shall be processed by Sunday in accordance with our user privacy policy accessible at https://sundayapp.com/en-gb/privacy-policy/ which is also available on our website https://sundayapp.com/ and in our web-based application Sunday App. 

Section 10 – Confidentiality 

10.1. The following in particular shall be considered confidential: information relating to the Solution, Sunday Services, Your Services, know-how, commercial, industrial or organisational strategy, prospects, financial data and any information contained in documents marked “confidential” or whose confidential nature was indicated in writing at the time of their communication or which are confidential in nature (the “Confidential Information“). Each of the Parties agrees, both during the performance of the Terms and for a period of five (5) years after its expiration for any reason whatsoever, to keep the Confidential Information secret. 

Consequently, each Party undertakes to the other during this period to: 

• to communicate the Agreement only to those members of its staff who need to know about it for the exclusive purposes of providing or receiving, as applicable, the services set out in this Agreement. In this respect, each party shall ensure that the members of its staff, their representatives and their external service providers comply with this section; 
• take the measures it takes with respect to its own confidential information to prevent its communication or disclosure to third parties. 

10.2. This confidentiality obligation shall not apply to information that should be considered Confidential Information, but which the relevant Party can demonstrate: 

• It was already in its possession, and/or in possession of its staff, representatives, agents or service providers on the day of their disclosure by the other Party without the latter being bound by an obligation of confidentiality; 
• It was already in the public domain on the day of its disclosure or became so after this date by other than its actions or that of its staff, its representatives, agents or contractors; 
• That the information in question has been communicated on a non-confidential basis by a source other than the other Party, its personnel, representatives, agents or service providers who are not subject to any prohibition (in particular, legal or contractual) on revealing this information; 
• It has been authorised in writing for disclosure by the other Party; 
• It has been subject to a disclosure obligation based on, among other things, a law, regulation, order or judgment rendered by a judicial or administrative authority; and/or 
• That its disclosure is necessary for the preservation of its interests in judicial or administrative proceedings.

Section 11 – Insurance 

Each of the Parties to the Agreement shall be able to justify, at any time and upon request of the other Party, the subscription of a civil liability insurance policy, with a solvent and reputable insurance company, covering the risks resulting from all damages, whatever they may be, which could be caused to the other Party by itself or its employees within the framework of the execution of the Terms. You shall ensure that your Establishment(s) and/or the Beneficiary Companies comply with this obligation. 

Section 12 – Force majeure 

Neither Party will be liable for any loss, damage or delay resulting from any event beyond such Party’s reasonable control (a “Force Majeure”). Each Party will promptly notify the other upon becoming aware that any Force Majeure has occurred or is likely to occur and will use its best efforts to minimise any resulting delay in or interference with the performance of its obligations under this Agreement. However, if the suspension due to Force Majeure is longer than fifteen (15) days, the Agreement may be terminated immediately and without notice by either Party without compensation on either side. 

Section 13 – Compliance with Laws and Anti-Bribery 

13.1. Compliance with Laws

The Parties shall: (i) comply with all applicable laws, rules, statutes and regulations, including all payment network rules; (ii) not undertake, nor cause nor permit to be undertaken, any activity which either: (a) is illegal under any applicable laws, decrees, promulgations, rules, or regulations in effect in any country; or (b) would have the effect of causing the other Party to be in violation of any applicable laws, rules, statutes, and regulations in any other country where the Sunday Services will be provided. 

13.2. Anti-Bribery

The Parties undertake to, and shall ensure that all persons with whom they have any relationship for the performance of the Agreement (” Associated Person“), including, but not limited to, any employee, director, officer, agent, co-contractor, partner or subcontractor, shall comply, at all times, with all applicable anti-corruption laws, decrees, regulations, codes or regulatory guidelines, including the UK Bribery Act 2010, the French so-called “Sapin II” Law of December 9, 2016 on transparency, the fight against corruption and the modernization of economic life, the United Kingdom Bribery Act 2010 and the United States Foreign Corrupt Practices Act (FCPA) (the “Applicable Provisions“) and shall not perform any act that may place the other Party in violation of the Applicable Provisions. The Parties declare and warrant that neither it nor any Associated Person has violated or breached the Applicable Provisions or acted in such a manner as to place the other Party in breach of the Applicable Provisions.

Section 14 – Miscellaneous 

14.1. This Agreement shall be governed by the laws of England and Wales. In the event of a dispute or claim arising from the Agreement, including, without limitation, its creation, validity, interpretation, performance and/or resolution, the Parties undertake to seek an amicable solution in good faith. If no amicable agreement is reached within 30 (thirty) days following notification of the dispute by the most diligent Party by registered letter with acknowledgement of receipt, any dispute between the Parties shall be submitted to the exclusive jurisdiction of the Courts of London.

14.2. This Agreement contains the complete agreement between the Parties relating to the subject matter hereof and supersedes all prior negotiations, representations and understandings. In the event of any conflict between this Agreement and any Purchase Order, unless otherwise agreed, the Purchase Order shall prevail. In case any one or more of the provisions contained in this Agreement should be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be in any way affected or impaired thereby.  

14.3. We reserve the right to modify the Agreement at any time, in particular the description of the Sunday Services. If these changes are significant, we will inform you using reasonable means, for example, by publishing a notice relating to these modifications on our Website or by sending you an informative email with the relevant notice. 

14.4. Neither Party may assign any of its rights or obligations under this Agreement or any Purchase Order without the prior written consent of the other Party.  Such consent shall not be unreasonably withheld. Nevertheless, each of the Parties shall be free to assign or transfer the Agreement, whether by sale of its business, partial contribution of assets, merger, absorption or transfer of shares, to any of its subsidiaries or affiliates, after written notification to the other Party. 

14.5. The personnel of each of the Parties assigned to the performance of the Agreement shall remain, under all circumstances, under the exclusive authority, direction and supervision of their employer. Consequently, such personnel shall continue to be subject to the statutes, collective agreements and management methods of their employer. They shall in no way be considered as employees of the other Party. 

14.6. The Parties are, and shall remain throughout the term of the Agreement, independent business partners and professionals, each assuming the risks of its own business and always acting as such. The Parties declare, as necessary, that the Agreement expressly excludes any desire on their part to create a company, association or any other structure whose purpose is to pool skills or share any profits in any form whatsoever or to enter into an agreement whose characteristic is to constitute a hierarchy between them or to establish any subordination of one to the other. 

14.7. Sunday represents and acknowledges that its activity for Merchant does not represent the entirety of its income. 

14.8. It is expressly agreed between the Parties that in case of invalidity of any of the provisions of the Agreement, the other provisions of the Agreement will remain in full force and effect. The Parties shall then negotiate a clause replacing the nullified clause and having the same economic effect. 

14.9. The failure of a Party to rely on any provision of the Agreement shall in no way constitute a precedent or a general waiver to rely on such provision or any other provision. 

14.10. Pursuant to the provisions of applicable law, the Parties expressly assume the risks associated with a change in circumstances unforeseeable at the time the Agreement was entered into, each Party being responsible for the related contingencies. 

14.11. The Contracts (Rights of Third Parties) Act 1999 does not apply to the Agreement and no third party has any right to enforce or rely on any provision of the Agreement, except that Sunday may enforce the terms of the Agreement against the User. 

Section 15 – Tax 

You acknowledge and agree that the services provided pursuant to this Agreement may have the following VAT implications: 

• You will provide the catering services on behalf of Sunday, upon each order paid  by the User using a QR Code Application. You are solely responsible for VAT resulting from the provision of catering services to us, regardless of the fact that you grant us a mandate, pursuant to which, for each Order paid via Sunday using QR Code Application we may issue an invoice and/or receipt for catering services provided to us. 
• For Orders paid via Sunday using QR Code Application you will assist in the provision of the catering services to the User on our behalf acting as our agent and we have a contractual relationship with the Users as a principal. You act as a disclosed agent in such a way that towards the Users, you appear as our representative, and you are deemed providing an intermediation service to us. Sunday is solely responsible for VAT resulting from the provision of catering services to the User.