Introduction

This Services Agreement (“Agreement”) constitutes a legal agreement between the Contracting Brewery, (“The Brewery “) and RBBC Beer Club Ltd (RBBC), a company established in The United Kingdom, having its offices at 20 Stanier Street, Hailsham. BN27 3GG, registered at Companies House under no. 14812577.

RBBC provides the Services (as defined below) for the purpose of marketing The Brewery’s products & services through the RBBC Subscription service (“RBBC Services”) to potential UK domiciled Consumers.

The Brewery must be authorized and licensed to market and sell their products in the countries and jurisdiction(s) in which it operates, and desires to enter into this Agreement for the purpose of accessing and using the RBBC Services to enhance its business sales. 

The Brewery acknowledges and agrees that RBBC is a technology services provider that does not provide Brewery Services, function as a Brewery or act as an agent for any Brewery.

In order to use the RBBC Services, The Brewery must agree to the terms and conditions that are set forth in this document and The Brewery understands that RBBC and The Brewery shall be bound by this Agreement (and any written addendum), and the conditions set forth herein. 

1. Definitions 

1.1.  “Addendum” means an addendum or supplemental information to this Agreement setting forth any additional terms, as made available and as updated by RBBC from time to time. 

1.2 “Brewery” means the entity entering into this Agreement, a company who produce products and services in the brewing industry that meet the then current requirements of RBBC to use the RBBC Services for the purpose of providing products on behalf of The Brewery.

1.3 “Brewer” means a principal, employee or contractor of The Brewery whom both The Brewery and RBBC authorizes to access the RBBC Services to deliver products or services on behalf of The Brewery.

1.4 “RBBC Services” means the RBBC subscription services accessed by consumers via a digital platform, that enables The Brewery to provide Products to Consumers; such RBBC Services may be updated or modified by RBBC at its discretion from time to time. 

1.5 “Digital Platform” means the manner in which the RBBC services are provided to The Brewery

1.6 “Service Fee” has the meaning set forth in Section 4.2. 

1.7 “Brewery Products and Services” means the products and services delivered to consumers by The Brewery.

1.8 “RBBC Data” means all data related to the access and use of the RBBC Services hereunder, including all data related to Consumers (including User & personal Information), all data related to the provision of Brewery Products and Services via the RBBC Services and The Brewery ID.

1.9 “Brewery ID” means an identification and password key that may be assigned by RBBC to The Brewery which enables them to use and access RBBC Services.

1.10 “Consumer” means an end user, or ‘Customer’, who uses the RBBC services for the purpose of obtaining Products and Services offered by The Brewery. 

1.11 “Consumer Information” means any information about a Consumer made available to The Brewery or a Brewer in connection with such Consumer’s purchase or interest in The Brewery’s products and services.

2. Use of the RBBC Services 

2.1. Brewery log in details and IDs. 

2.1.1. RBBC may issue Breweries and Brewers with login details and IDs to enable them to access the RBBC services. 

2.1.2. The Brewery will be solely responsible for all material displayed on, or advertised through the RBBC Services or sent to Customers sourced through RBBC and must ensure that there is no inappropriate or abusive comments or articles present. RBBC will be the sole arbiter on what is inappropriate and reserves the right to suspend or terminate the RBBC services if such issues occur. The Brewery is solely responsible for ensuring that any royalties required for images or articles or any other content has been paid for before their use. RBBC accepts no responsibility for such material or costs. 

2.1.3. The Brewery agrees it will ensure The Brewery and Brewers maintain IDs and logins securely and do not share them with any third party, other than the authorised Brewers associated with such Brewery ID. The Brewery will immediately notify RBBC of any actual or suspected breach, or improper use or disclosure, of an ID or log in. It is the sole responsibility of The Brewery to notify RBBC of any logins that are to be removed from Brewers (e.g. when employment is terminated)

2.2.  Provision of Services. 

2.2.1. When Brewery services are provided, Consumer enquiries for information on Brewery products will be directed to, and fulfilled by, The Brewery. All orders for Brewery products or services on RBBC Services will be administered on the RBBC digital platform, taking payment from the consumer and issuing an invoice. RBBC will advise The Brewery of such orders, once payment has been confirmed for said products by the merchant, through the digital platform.

2.2.2 The Brewery will despatch all orders, advise the consumer of a delivery date or advise the Consumer of out-of-stock items, no more than 48 hours after receiving notification of the order from RBBC. It will be the responsibility of The Brewery to keep stock levels updated and deal with any enquiries from Consumers relating to out-of-stock items or any delays in delivery. 

2.2.3. RBBC will provide certain information to the Consumer relating to their order, such as confirmation of products ordered, The Brewery contact details and the amount to be debited from their chosen credit or debit card. RBBC will forward the Consumer details to The Brewery to enable the order to be fulfilled. This will include Consumer name, full postal address, delivery address, e-mail address and contact telephone number. These personal details will be shared with The Brewery for the purposes of despatch of goods and / or communication with the Consumer only. 

2.2.4 The Brewery may use the Consumer personal data for marketing purposes, at their discretion. The Brewery will be responsible for the cost of any subsequent marketing they undertake to Consumers sourced through RBBC. RBBC will also retain the Consumer details for marketing purposes.

2.2.5 . The Brewery will be responsible for all costs associated with fulfilling the orders received through the RBBC Services.

2.3.  The Brewery’s Relationship with Consumers. 

2.3.1 The Brewery acknowledges and agrees that The Brewery’s provision of Products & Services to Consumers creates a legal and direct business relationship between The Brewery and the Consumer, to which RBBC is not a party.  RBBC is not responsible or liable for the actions, or inactions, of a Consumer in relation to the activities of The Brewery or a Brewer. 

2.3.2 The Brewery shall have the sole responsibility for any obligations or liabilities to Consumers or third parties that arise from its provision of Brewery Products and Services. The Brewery acknowledges and agrees that it, and each of its Brewers, are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) regarding The Products & Services of The Brewery or any acts of a Brewer (or any associated third party). 

2.3.3 The Brewery acknowledges and agrees that RBBC may release the contact information of The Brewery to a Consumer upon such Consumer’s reasonable request. 

2.3.4 The Brewery acknowledges that it will be responsible for meeting all consumer rights under any legislation, current at that time.

2.4.  The Brewer’s Relationship with RBBC. 

2.4.1 The Brewery acknowledges and agrees that RBBC’s provision to The Brewery of the RBBC Services creates a legal and direct business relationship between RBBC and The Brewery. RBBC do not, and shall not be deemed to, direct or control The Brewery or its Brewers in the performance of their duties under this Agreement specifically, including in connection with the operation of The Brewery’s business, the provision of any Brewery Products or Services, the acts or omissions of The Brewery or any associated Brewers, or the operation and maintenance of The Brewery. Whilst authorized to provide Products and Services under this Agreement, The Brewery will retain the sole right to determine when and for how long they or any Brewer will use the RBBC Services (with exception of the circumstances described in para 2.4.5)

2.4.2 The Brewery retains the option to decline a Consumer’s request for Brewery Products and Services requested through the RBBC services, or to cancel an accepted request from a Consumer for The Brewery’s Products and Services, requested via the RBBC services, within The Brewery’s then-current cancellation policies, which should be clearly displayed on The Brewery website.

2.4.3. The Brewery will ensure that its Brewers do not, without the express permission of RBBC: (a) display RBBCs’ names, logos or colours on any Brewery material; or (b) wear a uniform or any other clothing displaying RBBC’s names, logos or colours; or (c) mention RBBC, or its employees in any Customer communications.

2.4.4. RBBC and The Brewery acknowledge and agree that The Brewery has complete discretion to operate its own independent business, including the ability to provide Products or Services at any time to any third party separate and apart from those offered through the RBBC Services. For the sake of clarity, The Brewery understands they retain the complete right to provide Brewery Products and Services, via other channels, to its existing Consumers and to those who they market to outside of this Agreement. They may also use other software application services in addition to those provided by RBBC. However, for clarity any sales fulfilled through The RBBC Services will form part of this Agreement.

2.4.5. RBBC retains the right to, at any time in RBBC's sole discretion, deactivate or otherwise restrict The Brewery or a Brewer from accessing or using the RBBC Services in the event of a violation of this Agreement, a violation of an addendum to this Agreement, The Brewery’s, or any Brewer’s, disparagement of RBBC, The Brewery’s or any Brewer’s act or omission that causes harm to RBBC’s brand, reputation or business as determined by RBBC in its sole discretion. RBBC also retains the right to deactivate or otherwise restrict The Brewery from accessing or using the RBBC Services for any other reason at the sole and reasonable discretion of RBBC. 

2.5.  The Brewer’s Relationship with Brewers. 

The Brewery shall have the sole responsibility for any obligations or liabilities that arise from its relationship with its Brewers (including the provision of Brewery Services). The Brewery further acknowledges and agrees that it is, at all times, responsible and liable for the acts and omissions of its Brewers vis-à-vis

Consumers and RBBC, even where such liability may not be mandated under applicable law. 

2.6 Ratings. 

2.6.1.  The Brewery acknowledges and agrees that after activating the RBBC Services, a Consumer may be prompted by RBBC to provide a rating of such Brewery and any Brewery Products and Services, and optionally, to provide comments or feedback about such Brewery Products and Services.

2.6.2.  RBBC reserves the right to use, share and display Brewery and Brewery product ratings and comments in any manner in connection with the business of RBBC without attribution to or approval of The Brewery. The Brewery acknowledges that RBBC are distributors (without any obligation to verify) and not publishers of Consumer ratings of The Brewery and its Products and Services. 

2.6.3 RBBC reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable or unfair content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws, or RBBC’s content policies.

2.7 Service use and logins

2.7.1. The Brewery acknowledges and agrees that the RBBC Services may only be used for the purpose of enabling The Brewery to market and sell their Products and Services to Consumers and to communicate with Consumers within the agreed Consumer contact policy outlined in this document.

2.7.2 Any RBBC Services logins may not be transferred, loaned, sold or otherwise provided in any manner to any party other than to The Brewery assigned to use such logins. RBBC Services logins shall at all times remain the property of RBBC, and upon termination of this Agreement or the termination or deactivation of a Brewer, The Brewery agrees to advise RBBC immediately, so that the logins may be removed. The Brewery acknowledges and indemnifies RBBC against any unwarranted activity on the RBBC Services if such advice is not supplied immediately by The Brewery to RBBC.

3. The Brewery and Brewers 

3.1. Brewery Requirements. The Brewery acknowledges and agrees that they shall at all times: (a) hold and maintain all licenses, permits, approvals and authority applicable to Brewery Products and Services to enable them to provide such Products and Services within the territories in which they operate. (b) possess the appropriate and current level of training, expertise and experience to provide Brewery Products and Services in a professional and safe manner with due skill, care and diligence; and (c) maintain high standards of professionalism, service and courtesy. The Brewery acknowledges that it may be subject to certain background record checks from time to time, by RBBC, to ensure that all applicable laws and legislation is being adhered to. This equally applies to all Brewers using the RBBC Services. 

3.2 The Brewery acknowledges and agrees that RBBC reserves the right, at any time in RBBC's sole discretion, to deactivate or otherwise restrict a Brewery or Brewer from accessing or using the RBBC Services if a Brewery or Brewer fails to meet the requirements set forth in law, for territories in which they operate, or in this Agreement. 

3.3. The Brewery acknowledges and agrees that it shall at all times be: (a) properly registered and licensed to operate as a Brewery, and to sell alcoholic Products and Services (b) suitable for performing The Brewery Services contemplated by this Agreement; and (c) that their premises are maintained in a safe, clean, sanitary and good operating condition, consistent with industry health and safety standards for a Brewery of its kind. This shall include maintaining at all times a valid Health & Safety Certificate, where applicable, in accordance with the terms of any relevant license. 

4. Financial Terms 

4.1. Distribution and  Prices charged for Products and Services. 

4.1.1. RBBC and The Brewery will agree the contents and a price for a case of The Brewery’s beer to be delivered to RBBC subscribers, based on can size, alcohol content, packaging and delivery with VAT inclusive (known as ‘the Brewery Charge’). This price will then be the amount per case despatched that will be paid to The Brewery, upon invoice, following delivery to subscribing Customers of RBBC. RBBC will add a service fee, at their discretion, and collect the whole amount (Brewery charge plus RBBC service fee) from the subscriber. 

4.1.2 RBBC will notify The Brewery of the number of cases to be despatched, along with Customer details (Names, addresses, email addresses). Cases must be despatched within 3 days of receiving the details.

4.1.3 The Brewery is only entitled to make The Brewery Charge agreed with RBBC for their Products and Services delivered to Consumers via the RBBC Services.

4.1.4 The RBBC fees charged should not be disclosed in any format, or at any time to any Consumer, person or entity outside of The Brewery.

4.1.5 The prices quoted for supplying Brewery Products and Services to the RBBC Services do not necessarily have to be the same as those quoted by The Brewery for other retail outlets, distribution channels or other marketing or advertising.

4.1.6. The Brewery accepts they are responsible for agreeing their prices with RBBC.

(Including delivery costs), for fulfilling orders sourced through the RBBC Services and RBBC cannot be responsible for any mistakes or errors. The Brewery commits to prices quoted by RBBC at the time a Consumer makes payment.

4.1.7. The Brewery may, in its own discretion, reject any order. In these circumstances The Brewery is wholly responsible for communicating this decision to the Consumer. In these, or any other circumstances where a refund is required, The Brewery must refund the Consumer directly. The Service Fees associated with the order will not be refundable to The Brewery by RBBC.

4.2.  RBBC Charges (Customer Subscription and Brewery Service Fees)

4.2.1. For each Customer subscribing to the RBBC services, a monthly subscription will be charged; this charge may be increased at the discretion of RBBC, providing no less than one month notice to The Customer. The subscription charged to the Customer will include the cost of the Brewery Products, the delivery cost and a service charge made by RBBC for delivering the RBBC Services. 

4.2.3 When agreed in advance with The Brewery, they shall supply their products to all subscribing RBBC Customers for the month in question. RBBC will provide The Brewery with the shipping details of all Customers who have subscribed that month and to whom the agreed Brewery Products should be despatched. The specification of the contents of The Brewery Products will be agreed in advance between RBBC and The Brewery. Any changes to this agreement must be requested and agreed in writing prior to despatch of the goods.

4.2.4 From time to time, RBBC may provide advertising information, gifts or customised boxes to The Brewery and these must be used when despatching the Brewery Products. This will be at no additional cost to The Brewery, unless agreed in advance.

4.2.5 The products ordered must be dispatched within 24 hours of The Brewery being notified of the Customer’s order and delivery details. Following the despatch of the Brewery Products, The Brewery shall invoice RBBC for each case despatched and will be reimbursed for the agreed combined cost of the Brewery Products and the delivery costs.

4.3.  Additional Amounts. 

Any subsequent sales made by The Brewery from Customers sourced through The RBBC Services, will not be eligible for commission to be paid to RBBC. However, The Brewery acknowledges and agrees any advertising or marketing cost incurred will be entirely at their own expense, even if it results in an order through The RBBC Services.

4.4.  Taxes. 

4.4.1 The Brewery acknowledges and agrees that it is required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities relating to sales and revenue from use of the RBBC services, as required by applicable law; and (b) provide RBBC with all relevant tax information (e.g. a valid VAT number belonging to The Brewery if appropriate). 

4.4.2. The Brewery further acknowledges and agrees that RBBC are in no way responsible for any tax payable arising from the relationship with RBBC.

4.4.3. RBBC will provide The Brewery with all necessary documentation relating to sales through the RBBC Services which may be required in assessing income and expenditure.

4.5 RBBC Payment to The Brewery. 

4.5.1 To facilitate collection of the payment from the consumer RBBC will use an online merchant (Stripe, unless otherwise notified) and the fee for this service will be included in the overall transaction fee. Invoices from The Brewery for their Products and Services will be settled within 28 days of the date of the invoice. As part of the invoice, The Brewery must provide RBBC with corporate banking details. RBBC will claim no responsibility for late payment due to slow invoicing or incorrect banking information. 

5. Proprietary Rights; License . 

5.1  Ownership. The RBBC Services and RBBC, including all intellectual property rights therein, and any RBBC devices are and shall remain the property of RBBC. Neither this Agreement nor The Brewery’s use of the RBBC Services or data conveys or grants to The Brewery any rights: (a) in or related to the RBBC Services or RBBC Data, except for the limited license granted above; or (b) to use or reference in any manner RBBC’s company name, logos, product and service names, trademarks, service marks or other indicia of ownership. Additionally, The Brewery acknowledges RBBC’s rights in its RBBC family of trademarks and names, including Fresh from the Brewery, alone and in combination with other letters, punctuation, words, symbols and/or designs, the RBBC logo and RBBC trademarks and Names. The Brewery agrees it will not, and it will ensure that its Brewers do not, try to register or otherwise claim ownership in any of the RBBC Trademarks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark or name. 

6. Confidentiality 

6.1.  Each party acknowledges and agrees that in the performance of this Agreement it may have access to, or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information"). Confidential Information includes Data, Brewery IDs, Consumer Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential, or of which the other party should reasonably know that it should be treated as confidential. 

6.2. Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to RBBC, its internal record-keeping requirements). 

6.3. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure. 

7. Privacy. 

Subject to all applicable laws, RBBC may provide to a third party any information (including personal data and any RBBC Data) about The Brewery provided hereunder if: (a) there is a complaint, dispute or conflict, including an accident, between a Brewery and a Consumer; b) it is necessary to enforce the terms of the Agreement; (c) it is required, in RBBC’s sole discretion, by applicable law or regulation; (d) it is necessary, in RBBC’s sole discretion, to (1) protect the safety, rights, property or security of RBBC, the RBBC Services or any third party, (2) detect, prevent or otherwise address fraud, security or technical issues, and/or (3) prevent or stop activity which RBBC, in their sole discretion, consider to be, or to pose a risk of being, illegal, unethical or legally actionable; or (e) it is required or necessary, in RBBC’s sole discretion, for insurance or other purposes related to The Brewery’s and/or Brewer’s ability to qualify, or remain qualified, to use the RBBC Services. The Brewery understands that RBBC may retain The Brewery’s or the Brewer’s personal data for legal, regulatory, safety, and other necessary purposes after this Agreement is terminated. RBBC processes personal data in accordance with its privacy policy which may be viewed at  www.roundbritainbeerclub.co.uk 

8. Insurance 

8.1. The Brewery agrees to maintain, during the term of this Agreement, commercial general and public liability insurance that provides protection against personal injury, advertising injury and property damage to third parties at levels of coverage required by all applicable laws in the Territory.

8.2 The Brewery shall, upon request, provide RBBC with a copy of such insurance certificate(s) within seven (7) days of such request. RBBC may, at any time, verify The Brewery’s and its Brewers’ insurance coverage with insurance providers or third parties.

9. Representations and Warranties; Disclaimers 

9.1.  By The Brewery

9.1.1 The Brewery shall be a company established in The United Kingdom, registered at Companies House.

 9.1.2 The Brewery hereby represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the term will not enter into, any agreement that would prevent it from complying with this Agreement; (d) it will comply with all applicable laws in its performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide Brewery Products and Services and it shall require all Brewers to comply with the applicable terms and conditions set forth in this Agreement and all applicable laws. 

9.2.  Disclaimer of Warranties. 

9.2.1 RBBC provides, and The Brewery accept use of the RBBC Services on an "as is" and "as available" basis. RBBC does not represent, warrant or guarantee The Brewery or Brewer’s access to, or use of, the RBBC Services: (a) that it will not be uninterrupted or error free; or (b) that it will result in any requests for Brewery Products or Services. 

9.2.2 RBBC functions as a portal for the enquiry relating to, and the sale of Brewery Products and Services only and makes no representations, warranties or guarantees as to the actions, or inactions, of the Consumers who may request or receive Brewery Products or Services from The Brewery hereunder, and RBBC need not screen or otherwise evaluate Consumers. 

9.2.3   Notwithstanding RBBC’s appointment as the limited payment collection agent of The Brewery for the purpose of accepting payment from Consumers on behalf of The Brewery, as set forth in Section 4 above, RBBC expressly disclaims all liability for any act or omission of The Brewery, any Brewer any Consumer or other third party. 

9.3.  No Service Guarantee. 

Whereas every reasonable effort will be made by RBBC to maximise availability of the RBBC Services, RBBC do not guarantee the availability or uptime of the RBBC Services. The Brewery acknowledges and agrees that the RBBC Services may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the RBBC Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and RBBC is not responsible for any delays, delivery failures, or other damages, liabilities or losses resulting from such problems. 

10. Indemnification 

10.1.  The Brewery shall indemnify, defend (at RBBC’s option) and hold harmless RBBC and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) Brewer’s breach of its representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Consumers, regulators and governmental authorities) directly or indirectly related to The Brewery’s provision of Products or Services or use of the RBBC Services. 

10.2. The Brewery is and shall be solely responsible for its provision of Brewery Products and Services. As such, The Brewery shall indemnify, defend (at RBBC’s option) and hold harmless RBBC and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes directly or indirectly arising out of or related to its’ provision of Brewery Products and Services or use of the RBBC Services. 

10.3 The Brewery commit to always undertaking all communication with their consumers. This will include, but is not limited to, communication on the Brewery’s Products and Services, queries on order processing, delivery and quality of Products and Services, refunds, and complaints of any nature. 

11. Limits of Liability. 

11.1 RBBC shall not be liable under, or related to this Agreement, for any of the following, whether based on contract, tort or any other legal theory, even if a party has been advised of the possibility of such damages: (i) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or (ii) The Brewery’s or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage. 

11.2 Except for RBBC’s obligations to pay amounts due to The Brewery pursuant to Section 4 above, but subject to any limitations or other provisions contained in this Agreement which are applicable thereto, in no event shall the liability of RBBC under this Agreement exceed the amount of Service Fees actually paid to or due to RBBC hereunder in the six (6) month period immediately preceding the event giving rise to such claim. 

11.3 The Brewery acknowledges and agrees that any and all claims they have, or purports to have, against RBBC should be notified to RBBC within one (1) year after the event(s) that gave rise to such claim and that The Brewery forfeits all rights in respect of that claim if they fail to do so. Nothing in this Section 11 purports to limit or exclude liability that cannot be limited or excluded by applicable law. 

12. Term and Termination 

12.1.  Term. This Agreement shall commence on the date that the Agreement is executed by The Brewery (by confirming acceptance of terms in writing) and shall continue until terminated as set forth herein. 

12.2.  Termination. Either party may terminate this Agreement: (a) without cause at any time upon twenty one (30) days prior notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, RBBC may terminate this Agreement or deactivate the RBBC Services of The Brewery or a particular Brewer immediately, without notice, in the event The Brewery and/or any Brewer, as applicable, no longer qualifies, under applicable law or the standards and policies of RBBC, to provide Brewery Products and Services or to operate The Brewery, or as otherwise set forth in this Agreement. 

12.3. Effect of Termination. Upon termination of the Agreement, The Brewery and all Brewers, as applicable, shall: (a) promptly return to RBBC any RBBC Devices; and (b) immediately cease use of the RBBC Services. Agreement. 

13. Relationship of the Parties 

13.1.  Except as otherwise expressly provided herein with respect to RBBC acting as the limited payment collection agent solely for the purpose of collecting payment from Consumers on behalf of The Brewery, the relationship between the parties under this Agreement is solely that of independent contractors. The parties expressly agree that: (a) this Agreement is not an employment Agreement, nor does it create an employment relationship (including from a labour law, tax law or social security law perspective), between RBBC and a Brewery or its Brewers; and (b) no joint venture, partnership, or agency relationship exists between RBBC and The Brewery or any of its Brewers.

13.2.  The Brewery has no authority to bind RBBC and undertakes not to hold itself out, and to ensure that each Brewer does not hold himself or herself out, as an employee, agent or authorized representative of RBBC. Where, by implication of mandatory law or otherwise, The Brewery or any Brewer may be deemed an employee, agent or representative of RBBC, The Brewery undertakes and agrees to indemnify, defend (at RBBC’s option) and hold RBBC harmless from and against any claims by any person, entity, regulators or governmental authorities based on such implied employment, agency or representative relationship. 

13.3.  The Brewery expressly acknowledges and agrees that by agreeing to the terms and conditions of this Agreement, The Brewery intends to deliver Brewery Products and Services in a non-incidental manner and, as such, RBBC will consider The Brewery and its Brewers to be taxable persons in accordance with all applicable VAT and indirect tax legislation. 

14. Miscellaneous Terms 

14.1.  Modification. RBBC reserves the right to modify the terms and conditions of this Agreement at any time, effective upon publishing an updated version of this Agreement, as applicable, on the RBBC Services or via email to the Breweries registered address. RBBC reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. The Brewery hereby acknowledges and agrees that, by using the RBBC Services, The Brewery and its Brewers are bound by any future amendments and additions to this Agreement, information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Service Fee Calculations. Continued use of the RBBC Services after any such changes shall constitute The Brewery’s consent to such changes. 

14.2.  Supplemental Terms. Supplemental terms may apply to The Brewery’s and Brewer’s use of the RBBC Services, such as use of policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). The Brewery may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict. 

14.3.  Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable (part of the) provision with a (part of a) provision that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable (part of the) provision, given the contents and purpose of this Agreement. 

14.4.  Assignment. The Brewery may not assign or transfer this Agreement, or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of RBBC. RBBC may assign or transfer this Agreement or any or all of its rights or obligations hereunder, in whole or in part, under this Agreement from time to time without consent. 

14.5.  Entire Agreement. This Agreement, including the recitals and all Supplemental Terms, constitutes the entire Agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement. 

14.6.  No Third-Party Beneficiaries. Save where this Agreement expressly confers rights on RBBC, the parties acknowledge that there are no third-party beneficiaries to this Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims. 

14.7.  Notices. Any notice delivered by RBBC to The Brewery under this Agreement will be delivered by email to the email address associated with The Brewery’s account. Any notice delivered by The Brewery to RBBC under this Agreement will be delivered by contacting RBBC using their registered e-mail address.

15. Governing Law; Arbitration. 

Except as otherwise set forth in this Agreement, this Agreement shall be exclusively governed by and construed in accordance with the laws of The United Kingdom. Any dispute, conflict or controversy, howsoever arising, the place of arbitration shall be the United Kingdom. The language of the arbitration shall be English. 

By clicking “I accept” or signing below (as such may be required by applicable law), The Brewery expressly acknowledges that they have read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that The Brewery agrees to be bound by the terms and conditions of this Agreement, and that The Brewery is legally competent to enter into this Agreement with RBBC

          I accept the above terms and Conditions.

____________________________ (Brewer’s name)

____________________________ (Brewery Name)

____________________________ (On behalf of RBBC)