Promoted Placement: Terms & Conditions

Just Eat Promoted Placement Terms of Service

This page sets out the terms and conditions ("Terms") on which Just Eat.co.uk ("we", "us", or "Just Eat"), provide our Promoted Placement service (the “Service”) to restaurants who are registered with us and who meet our eligibility criteria (“you”). By using the Service, you agree to be bound by these Terms. Please read these Terms carefully so that you understand your rights and obligations when you use the Service. We advise you to print a copy of these Terms for future reference.

1. WHO WE ARE
JUST EAT.CO.UK LTD, a company registered in England and Wales under company number 04656315 whose registered office is Fleet Place House, 2 Fleet Place, London, EC4M 7RF.

2. ELIGIBILITY TO USE THE SERVICE
2.1 Basic requirements: To be able to use the Service you must: i) be registered with Just Eat; ii) have entered into our standard restaurant agreement with us (the “Restaurant Agreement”); and iii) have a Partner Centre user account ("Just Eat Account").
2.2 Additional eligibility requirements: You must meet additional eligibility requirements to use the Service. Further information about eligibility is available on Partner Centre or otherwise on request and we may change or update them from time to time. We may refuse the Service to you or withdraw the Services if at any time you do not meet our eligibility requirements.
2.3 Legal requirements: By using the Service you warrant that you are legally capable of entering into binding contracts, that you are at least eighteen (18) years old, and that the person requesting the Service is authorised by you.

3. OVERVIEW OF THE SERVICE
3.1 Overview: The Service allows you to purchase, or bid to purchase, a promoted placement on our website at  www.just-eat.co.uk or on our customer-facing mobile application (together the “Website”) in relation to a specific geographic area for a set number of weeks (a “Top/Promoted Placement”). In these Terms a “week” runs from Monday to Sunday.
3.2 Models: The Service may be provided in three different models: a direct sales model in which a Promoted Placement can be purchased for a fixed price, (the “Direct Sales Model”), an online auction model in which Promoted Placements are provided to winning bids (the “Auction Model”) and a Cost per Click Model (CPC) where Promoted Placement can be purchased. These Models are described further below and we may, but are not obliged to, make them available through our Partner Centre website https://partner.just-eat.co.uk, our Partner Centre mobile application. You may also be able to use our telephone sales desk to make purchases.
3.3 Slots: We may only offer a limited number of Promoted Placements at one time in relation to a geographical area (which would be referred to as “slots”). This means that Promoted Placements may not always be available for purchase and may sell out. We may offer slots in relation to different models or a mixture of models, and may change how we offer slots in relation to that geographic area from time to time.
3.4 Effect of Promoted Placements: For the duration of your Promoted Placement, when users of the Website search for restaurants by their geographic area and where applicable, your listing will appear in one of the promoted slots in the search results shown to the website user based on the search criteria and personalisation directed at that user. We do not guarantee any individual slot or that a Promoted Placement will create any increase in web traffic or order volumes.
3.5 Use of your Just Eat Account: Each purchase (and, in the case of the Auction Model, each bid) will be deemed to have been made by the restaurant whose Just Eat Account is used to access Partner Centre or whose details are used when purchasing over the telephone. You will be bound by any purchases or bids placed using your Just Eat Account or details, and you are solely responsible for the security of your Just Eat Account and your user details.
3.6 Termination and suspension: We may terminate or suspend the Service at any time at our discretion. In particular (but without limitation) we may do so if:
3.6.1 we become entitled to either terminate or suspend our Restaurant Agreement with you;
3.6.2 you cease to meet our eligibility requirements;
3.6.3 you are in breach of these Terms or of the Restaurant Agreement;
3.6.4 you become insolvent or bankrupt; or
3.6.5 we reasonably believe that you are engaging in unlawful activity or any activity which may damage our reputation.
3.7 Effect of Termination or suspension: If we terminate or suspend the Service then you will cease to have any Promoted Placement or right to use the Service. The position of your listing on our Website will be determined by other factors such as your rating/reviews on the Website and distance from the relevant customer.
3.8 Contact information: We may contact you in connection with the Service via text and/or email to the phone number and/or email address provided by you in connection with your Just Eat Account or otherwise. It is your responsibility to ensure that your details are up to date and that we are informed of any changes.
3.9 Removal of your listing: If for any reason your restaurant is temporarily removed or taken offline from the Website during the period of any Promoted Placement, we may likewise remove your Promoted Placement.

4. THE DIRECT SALES MODEL
4.1 Overview: When we offer slots under the Direct Sales Model, you may purchase a Promoted Placement subject to availability. The term of such Promoted Placement shall commence immediately upon our confirmation of your purchase.
4.2 Pricing: The price for a Promoted Placement under the Direct Sales Model is based on the weekly price we quote to you for the relevant period of weeks, plus a pro rata charge for the remainder of the week in which you make your purchase. For example, if you purchase a Promoted Placement on a Wednesday, then the price will be five sevenths of the weekly price in relation to the week of purchase, plus the weekly price for the fixed period of the Promoted Placement.
4.3 Auto-renewal: We may allow you to choose for your Promoted Placement to be auto-renewing. If so, then your Promoted Placement will automatically renew for successive fixed periods unless:
4.3.1 you notify us no later than two (2) weeks prior to the end of any such period that you do not wish to renew; or
4.3.2 we terminate or suspend the Service or the Direct Sales Model.

5. THE AUCTION MODEL
5.1 Overview: When we offer slots under the Auction Model, you may bid for a Promoted Placement subject to availability.
5.2 The Auction Period: You may only bid for Promoted Placements during the auction period determined by us (the “Auction Period”).
5.3 How to bid: You may bid for Promoted Placements during the Auction Period:
5.3.1 by payment of the buy bid indicated in Partner Centre, if any buy bid is indicated, in which case your bid will automatically succeed; or
5.3.2 by inputting your proposed bid for the relevant Promoted Placement indicated in Partner Centre;
5.3.3 by communicating your buy bid or bid to our telephone sales desk who may input it on your behalf (if we offer this option); or
5.3.4 by using the Autobid function of the Service, as described in section ‎5.7 below.
5.4 Bids are binding: By bidding, you commit to purchasing the relevant Promoted Placement at any price up to the bid price and otherwise on the terms offered by us if your bid is successful. You may not withdraw or cancel bids. You may place as many bids as you wish during the Auction Period.
5.5 Being outbid: If another user makes a higher bid for any Promoted Placement for which you have placed a bid (other than a buy bid) then we may notify you to enable you to increase your bid.
5.6 Successful bids: If at the end of the Auction Period your bid is the highest bid (or, where multiple slots are available, one of the number of highest bids equal to the number of available slots) for the relevant Promoted Placement then your bid will be successful, and you will purchase the Promoted Placement slot at a price no higher than your successful bid and otherwise on the terms offered by us. The slot for your Promoted Placement may depend on the price you paid by comparison to other winning bids, and in the event of equal amounts paid shall be determined based on such additional factors as we shall determine in our absolute discretion.
5.7 Autobid: The “Autobid” function of the Service may be enabled in Partner Centre. If enabled this function makes bidding easier by automatically placing a bid or bids for a Promoted Placement in accordance with your instructions, or otherwise as soon as each Auction Period begins. You can amend or switch off Autobid (however this will not withdraw or cancel any bid already placed). We may withdraw Autobid at any time at our discretion.

6. THE COST PER CLICK (CPC) MODEL
6.1 This Promoted Placement model is subject to availability and may not be available at all times or for all geographic areas. 
6.2 Once selected by you the term of the Promoted Placement service will commence immediately upon our confirmation of your purchase and will continue for the specified duration (the Term), as stated in your confirmation.  
6.3 Under the CPC Model you will be charged a fee each time a customer clicks on your listing on the Just Eat webpage and is automatically directed to your Just Eat order page (a unique click-through). You will be charged weekly, based on the number of unique click-throughs as reported by our system.
6.4 Pricing: The price per click under the CPC Model is dynamic and will vary based on  a number of factors. 
6.5 You acknowledge that:
6.5.1 Just Eat does not guarantee conversion from clicks to orders.
6.5.2 Just Eat does not guarantee improved traffic to your order page.
6.6 Rolling Contract: After the “Initial Term”, which will be confirmed in the Confirmation Letter, the CPC Model  will be on a weekly rolling basis. If so, then your Promoted Placement will automatically renew for successive fixed periods unless:
6.6.1 you notify us no later than one week prior to the end of any such period that you do not wish to renew; or
6.6.2 we terminate or suspend the Service or the CPC Model.
6.7 Top Up: The CPC Model allows you to “Top Up” your budget either through Self-Service or telesales. This should be done when your budget is running low and you are likely to run out. By increasing your weekly budget you will continue with this new increased figure until the end of your contract term. This may mean your sales letter is not in-line with this value but you can see your live budget value in Partner Centre at any point.

7. ROLLING CONTRACT
7.1 The CPC Model uses a Rolling Contract. This Rolling contract begins automatically after the initial sales period and length. Once this initial contract period comes to an end, cancellation will become available.
7.2 If the contract is not cancelled, it will turn into a weekly rolling contract. Each Monday the placement will run for the week at the agreed budget.
7.3 If the contract is cancelled, the contract will cease at the end of that week which is a Sunday. Wherever within that week the contract is cancelled, the contract will cease on the coming Sunday.

8.PRICE AND PAYMENT
8.1 Pricing: The purchase price for each Promoted Placement shall be:
8.1.1 the price accepted by us in relation to purchases under the Direct Sales Model; 
8.1.2 the amount of your successful bid accepted by us in relation to purchases under the Auction Model; and
8.1.3 the fee charged for each click-through under the CPC Model.
8.2 Sales Tax: Unless otherwise provided, all prices are stated exclusive of any sales tax or similar tax, which shall be charged by us and payable by you in addition.
8.3 Prices may change: We may change our pricing at any time and we have no control over our users’ bids. This means that prices may vary from period to period under both the Direct Sales Model and the Auction Model, however under the CPC Model, the price charged per week will not exceed your specified weekly budget.
8.4 Payment: We will take payment of the purchase price for Promoted Placements from the sums held by us on your behalf under the Restaurant Agreement. You must ensure that these sums are sufficient to meet your payment obligations and if you fail to do so then we may require you to make payment by other means. The purchase price for Promoted Placements under the Direct and Auction models is payable in weekly instalments and payable in advance, with the first payment to be made at the time of purchase. Payment under the CPC Model will be in arrears based on the number of unique click throughs in the previous week.
8.5 Invoicing: We will provide you with an electronic copy of our invoice for the value of your purchase, via Partner Centre or using the details provided by you.
8.6 Payments upon termination/suspension: If we terminate the Service at our convenience then we will not take further payments from you in relation to any Promoted Placement which was ongoing at the time of termination. If we terminate or suspend the Service for any of the reasons set out in section ‎3.6 or if your restaurant is temporarily removed or taken offline under section ‎3.9 then we will continue to take payment of the full purchase price.

9. LIABILITY
9.1 General exclusion: Nothing in these Terms will limit or exclude either party's liability for: death or personal injury caused by its own negligence, or the negligence of its employees, agents or subcontractors; or fraud or fraudulent misrepresentation; or breach of any term implied by any statute or any liability which (in each case) cannot lawfully be limited or excluded. 
9.2 Exclusion of our liability: Subject to section ‎9.1, we are not liable to you whether in contract, tort (including negligence), breach of statutory duty or otherwise, and including liabilities resulting from our repudiatory or deliberate breach of these Terms by us, for any special damages, any loss of goodwill, reputation, business, profits, data, actual or anticipated income or profits or loss of contract or any indirect or consequential losses.
9.3 Limitation of our liability: Subject always to section ‎9.2 our total liability to you in respect of any losses arising under or in connection with the subject matter of these Terms howsoever caused is limited to an amount equal to the charges paid by you to us during the six (6) months preceding the date on which the first event giving rise to our liability took place.
9.4 Force majeure: We will not be liable to you as a result of any delay or failure to perform our obligations under these Terms caused by any event or circumstance beyond our reasonable control.
9.5 Exclusion of terms:Subject to section ‎9.1, we provide access to the Service, Website and Partner Centre on an “as is” basis and exclude any warranties or other terms which are not expressly set out in these Terms.
9.6 Losses for which you are responsible: We will not be liable to you for any losses you may suffer which you could reasonably have prevented (for example, losses caused by your failure to keep your Just Eat Account details secure). In particular, while we may notify you in advance of the opening and closing of Auction Periods, or the status of your bids under the Auction Model, it is your responsibility to keep yourself informed of all bidding opportunities and activities which take place using your Just Eat Account.

10. OTHER MATTERS
10.1 Communications: We may communicate with you at any time using any contact details you have provided or through Partner Centre to provide you with updates and information, such as notifications of the open or close of any Auction Period, changes to the Services or revisions to these Terms. By continuing to use our Services you accept any revisions to our Terms which we have communicated to you.
10.2 Entire agreement: These Terms constitute the entire agreement between you and us and supersede and extinguish all previous drafts, agreements, arrangements and understandings between the parties, whether written or oral, relating to their subject matter (without limiting the effect of the Restaurant Agreement), and neither party will have any claim for innocent or negligent misstatement based upon any statement not in these Terms.
10.3 Assignment etc. by us: We are entitled to assign, transfer or sub-contract all or any of our rights and obligations under these Terms to any entity which is at least 50% owned or is controlled by us, or which directly or indirectly controls us, or which is owned (directly or indirectly) by any entity that directly or indirectly controls us, or to any other third party which owes us at least equivalent obligations as we owe to you under this Agreement.
10.4 Assignment etc. by you: You are entitled to assign, transfer, charge, or sub-contract all or any of your rights or obligations under these Terms only with our prior consent in writing.
10.5 Confidentiality: These Terms, and any information received pursuant to them by one party about the other which is not in the public domain, is confidential and will not be disclosed during the term of the agreement between you and us under these Terms or at any time thereafter save as required by law.
10.6 Severability: If any provision or part-provision of these Terms is declared wholly or partly invalid, illegal or unenforceable, the remainder will remain in full force and effect and any wholly or partly invalid provision will be deemed modified to the minimum extent possible to make it valid, legal and enforceable.
10.7 Governing law & jurisdiction: These Terms and any dispute or claim arising out or in connection with them or their subject matter (including any dispute or claim relating to non-contractual obligations) is governed by and construed in accordance with English law. The courts of England & Wales have exclusive jurisdiction to settle any dispute or claim (including any dispute or claim relating to non-contractual obligations) arising in connection with these Terms.