Terms & Conditions of Sale — Operator (B2B)

Article 1 — Provider identity and purpose

These Terms and Conditions of Sale (the “Operator Terms”) govern the contractual relationship between SR SHOP LIMITED, a company registered in England and Wales (Company Number: 15567608), registered office: 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom, and any person acting exclusively for business purposes (the “Operator”).

The Operator Terms set out the conditions for access to dropeat Operator status, the support services, the non-exclusive introductions to partner restaurants, and the fees associated with the activity.

Article 2 — Access to Operator status and prerequisites

Operator status is strictly reserved for professionals. To become an Operator, the customer must:

• have a valid legal entity (company or equivalent status);
• provide accurate and up-to-date business information;
• expressly accept these Operator Terms.

Switching from consumer status (training) to Operator status ends the B2C contractual relationship and results in the exclusive application of these Operator Terms. The parties agree that this switch constitutes a full reset of their contractual relationship.

Article 3 — Independence of the parties

The parties expressly acknowledge that their relationship does not create any partnership, employment relationship, mandate, agency, representation, exclusivity, or commercial agency arrangement.

The Operator acts independently and on their own account. SR SHOP LIMITED does not at any time intervene in restaurant operations, delivery platform management, pricing, production, hygiene, or staffing.

Article 4 — Nature of the services

SR SHOP LIMITED provides structured support, a methodological framework, non-exclusive introductions to partner restaurants, and professional resources only.

No promise of turnover, sales volume, profitability or timeframe is provided. Any commercial decision remains the Operator’s sole responsibility.

Article 5 — Introductions to partner restaurants

Introductions are a facilitation of contact only, with no obligation of results and no guarantee of continuity. SR SHOP LIMITED is not a party to any agreements entered into between the Operator and the restaurant.

In the event of termination, suspension or non-renewal of the relationship between the Operator and the restaurant, no liability may be attributed to SR SHOP LIMITED.

Article 6 — Per-sale operational support fee

In consideration for the services provided, the Operator agrees to pay an operational support fee as follows:

• £0.50 per completed sale;
• for each sale generated by the Operator’s virtual brands;
• for twelve (12) months from the date the Operator is effectively introduced to the partner restaurant.

This fee is not a sales commission, not an agency fee and not a percentage of turnover. It automatically ends upon termination of the Operator’s relationship with the restaurant, or at the end of the twelve (12) month period, unless expressly renewed in writing.

Article 7 — Invoicing, reporting and payment

The support fees are invoiced monthly based on sales reported by the Operator. The Operator undertakes to provide accurate, truthful and verifiable information.

SR SHOP LIMITED reserves the right to request any supporting evidence, suspend services in the event of anomalies, and refuse or revoke Operator status in the event of breach.

Payments may be made by direct debit, bank transfer, or any other method agreed between the parties. Any late payment may result in immediate suspension of services until payment is received.

Article 8 — Tax matters and compliance obligations

The Operator is solely responsible for their tax, social security and reporting obligations, and for the payment of any applicable taxes or duties. SR SHOP LIMITED does not assume any tax obligations on behalf of the Operator.

Article 9 — Third-party delivery platforms

Any use of third-party platforms (such as Uber Eats, Deliveroo, or similar) is exclusively the Operator’s responsibility. SR SHOP LIMITED is not affiliated with any platform, has no control over their rules, and is not liable for any suspension, restriction or closure of an account.

Article 10 — Data and confidentiality

Data provided by the Operator for the purpose of an introduction is used solely for that purpose and is deleted immediately after the effective introduction, unless a legal obligation requires otherwise.

Each party undertakes to keep confidential all information exchanged, including commercial terms, documents and methods.

Article 11 — Conflict of interest and similar activities

The Operator acknowledges that SR SHOP LIMITED may independently operate or participate in similar activities, including as an operator. This does not constitute a conflict of interest, a fault, or a contractual breach.

The Operator expressly waives any claim on this ground.

Article 12 — Termination

Either party may terminate the contractual relationship at any time by providing reasonable written notice. In the event of a material breach by the Operator, SR SHOP LIMITED may terminate immediately, without compensation.

Amounts due remain payable up to the effective termination date.

Article 13 — Limited liability

SR SHOP LIMITED’s liability is strictly limited to direct and foreseeable loss. In any event, it is capped at the total amount of support fees received during the last three (3) months.

No indirect loss, loss of business, or loss of profit may be claimed.

Article 14 — Force majeure

Neither party shall be liable for a failure to perform due to force majeure. Affected obligations are suspended for the duration of the event.

Article 15 — Governing law and jurisdiction

These Operator Terms are governed by English law. Any dispute relating to their interpretation or performance shall fall within the exclusive jurisdiction of the courts of the United Kingdom, subject to any mandatory legal provisions that apply.

Article 16 — Severability and entire agreement

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. These Terms constitute the entire agreement between the parties and supersede all prior discussions or exchanges.

Article 17 — Express acceptance

The Operator acknowledges having read these Operator Terms before activating their status. Any activation or continued activity constitutes full, unconditional and irrevocable acceptance.