Terms and Conditions for Suppliers

1. Parties and Purpose

1.1 This agreement (the “Agreement”) is entered into between:

• Nuento ApS, a Danish private limited company registered under company number 39000725 (“Nuento”), and
• the venue, caterer, bar provider or other service provider registered in Nuento’s system (the “Supplier”).

1.2 The Agreement governs the Supplier’s use of Nuento’s online platform, tools and services (the “Platform”) to market, sell and provide catering, drinks, and related event services (“Services”) to end customers (“Customers”).

1.3 The Agreement applies to all bookings concluded via the Platform or via links, QR codes and similar flows generated by Nuento.

2. Nuento’s Role as Disclosed Commercial Agent

2.1 The Supplier appoints Nuento as its disclosed commercial agent in relation to the promotion of the Supplier’s Services and the conclusion and administration of contracts with Customers (each a “Booking Contract”).

2.2 As the Supplier’s commercial agent, Nuento is authorised, within the scope of this Agreement, to:

a. display and promote the Supplier’s Services on the Platform and related channels;

b. receive and process bookings from Customers;

c. conclude Booking Contracts with Customers in the Supplier’s name and on its behalf;

d. issue invoices to Customers in the Supplier’s name and on its behalf;

e. collect payments from Customers as the Supplier’s agent; and

f. process refunds and, where applicable, customer compensation in accordance with this Agreement and Annex A (Refund & Mediation Policy), strictly in the Supplier’s name and on its behalf.

2.3 Nuento is not a party to any Booking Contract between Supplier and Customer. All Services are supplied by the Supplier directly to the Customer. Nuento provides a separate booking, marketing and payment facilitation service to the Supplier.

2.4 No agency for Customers. At no point does Nuento act as an agent for the Customer. Nuento’s actions (including communication with Customers, processing of payments, refunds and mediation) are carried out exclusively as agent for the Supplier, within the limits of the authority granted under this Agreement.

2.5 Disclosed agent and transparency. The Supplier acknowledges and agrees that:

a. Nuento will clearly identify the Supplier (legal name or trading name) as the contracting party to the Customer in the booking flow and booking confirmation; and

b. Nuento will explain to Customers that Nuento acts as agent for the Supplier and that the Booking Contract for the Services is between the Supplier and the Customer.

This is to ensure that Nuento acts as a disclosed commercial agent and that Customers are aware of the Supplier’s identity and contact details.

2.6 No guarantee of performance. For the avoidance of doubt, Nuento does not warrant or guarantee the Supplier’s performance to any Customer. Any promises or commitments regarding the provision, quality, timing or fitness for purpose of the Services are made by the Supplier to the Customer, not by Nuento.

2.7 Nothing in this Agreement deprives Customers of their statutory rights under applicable consumer law against the Supplier.

3. Supplier Onboarding and Information Obligations

3.1 During onboarding, the Supplier must provide accurate and complete information and upload the following documentation:

• Public and Employers’ Liability Insurance. The document must be in the Supplier’s business name or owner’s name; andhave an expiry date at least 30 days in the future.
• Food Hygiene Training Certificate. The certificate must be at least Level 2;match the Supplier’s business name or owner’s name;be issued by an organisation with official accreditation from NCASS; andbe dated within the last 3 years.
• Food Hygiene Rating. The Supplier must upload a screenshot of its current rating from the FSA (or FHIS in Scotland) website. The rating must be 4 or 5 in England, Wales or Northern Ireland; or “Pass” or “Awaiting inspection” if located in Scotland.

3.2 Nuento may, from time to time, request additional documentation where reasonably necessary (for example evidence of business registration, identity checks or updated insurance). Alcohol licences are not collected as part of the standard onboarding, but the Supplier remains responsible for holding any licences required to lawfully provide the Services.

3.3 The Supplier authorises Nuento to display the Supplier’s trade name and other key details to Customers in marketplace listings, at checkout and in booking confirmations.

3.4 The Supplier must keep all information up to date and notify Nuento without undue delay of any change, including changes to VAT status, legal form, addresses, food hygiene rating and bank details.

3.5 The Supplier is solely responsible for complying with all applicable laws and regulations relating to the Services, including (where relevant) food safety, alcohol licensing, health and safety, employment, tax and insurance requirements.

3.6 The Supplier must maintain appropriate public liability and (where applicable) employers’ liability and product liability insurance, with a minimum cover of GBP 1,000,000 per occurrence (or such other level as Nuento may reasonably require) and provide evidence on request.

4. Orders, Cancellations, Refunds and Replacement Suppliers

4.1 Orders and Booking Contracts

4.1.1 Customers place bookings for Services via the Platform or via Supplier-specific flows (e.g. QR codes, direct links).

4.1.2 When the Supplier accepts a booking, a Booking Contract is formed directly between the Supplier and the Customer. Nuento is not a party to this contract.

4.1.3 The Supplier must review and accept or reject new bookings within 24 hours. Failure to respond in time may negatively affect the Supplier’s visibility or status.

4.2 Customer Cancellations

4.2.1 For standard marketplace orders, the cancellation and refund rules displayed to the Customer in the booking flow (and in the Customer-facing terms) apply. The Supplier agrees to honour these rules vis-à-vis the Customer.

4.2.2 For orders created by the Supplier itself (e.g. via direct link, QR code or “own order” flows), the Supplier may select one of the cancellation policies set out in Annex B (Payment, Cancellations and Changes). The chosen policy will apply to Customer cancellations for those own orders.

4.2.3 Nothing in this clause 4 or in Annex B limits any mandatory consumer rights that a Customer may have under applicable UK consumer law. Nuento will not require the Supplier to go beyond the cancellation outcome under the chosen policy, except to the extent a more favourable outcome is required by applicable consumer law or binding regulator guidance. Nuento may, at its own cost, choose to offer a more generous outcome (for example a goodwill gesture) to the Customer.

4.3 Disputes and Refund Handling

4.3.1 Refunds, withholding of payouts and mediation in objective cases (e.g. no-show, late cancellation by the Supplier) are handled in accordance with Annex A (Refund & Mediation Policy), which forms an integral part of this Agreement.

4.3.2 For subjective complaints (such as taste, quality, service level or minor delays), Nuento does not make a decision and the dispute remains between the Supplier and the Customer, as described in Annex A.

4.4 Nuento’s limited authority in objective cases

4.4.1 The Supplier acknowledges that Nuento has limited authority to act on the Supplier’s behalf in objective cases (as defined in Annex A), for example where the Supplier fails to attend (no-show) or cancels too late without valid force majeure.

4.4.2 In such objective cases, Nuento may, strictly as the Supplier’s agent:

a. instruct the payment service provider to withhold or stop payouts to the Supplier;

b. issue a credit note in the Supplier’s name and on the Supplier’s behalf; and

c. process a refund to the Customer in the Supplier’s name and on the Supplier’s behalf, by instructing the payment service provider to return the relevant amount to the Customer.

4.4.3 Any such action is taken as an administrative implementation of the Supplier’s obligations towards the Customer and does not make Nuento a party to the Booking Contract.

4.5 Supplier cancellations and replacement suppliers

4.5.1 The Supplier must not cancel confirmed bookings without good reason (e.g. documented illness, force majeure, technical breakdowns or other circumstances beyond its reasonable control).

4.5.2 Any cancellation must be notified promptly in writing via the Platform or by email as soon as the Supplier becomes aware of the issue.

4.5.3 If a confirmed order is cancelled by the Supplier, Nuento may (but is not obliged to) assist the Customer in finding a replacement supplier. Any such replacement will result in a new and separate Booking Contract directly between the Customer and the replacement supplier.

4.5.4 Except where the cancellation is caused by Force Majeure or documented serious illness (as set out in clause 4.5.1), the original Supplier shall bear any reasonable additional costs or customer compensation resulting from its cancellation, including any refunds or compensation paid to the Customer in accordance with Annex A and this Agreement.

4.5.5 Repeated or late cancellations may lead to reduced visibility, suspension or termination under clause 11 (Suspension, Sanctions and Termination).

5. Fees and Self-Billing

5.1 Service fee for marketplace orders

5.1.1 For bookings placed through Nuento’s marketplace (i.e. where the Customer finds the Supplier via Nuento’s general marketing or search), Nuento charges a total service fee of 15% of the total order value (including VAT) (the “Service Fee”).

5.1.2 The Service Fee consists of:

• a Platform Fee of 13% covering intermediation, marketing, technology and support; and
• a Payment Fee of 2% covering payment processing and transaction costs.

5.1.3 The Service Fee is always included in the price shown to the Customer on the Platform. The Supplier may not add Nuento’s fees on top of the Customer price.

5.2 Supplier-referred bookings and reduced fee

5.2.1 If a Customer accesses the Platform via the Supplier’s own channel – for example a unique link sent directly to the Customer, a link on the Supplier’s website or a physical QR code – without prior interaction with Nuento’s marketing or marketplace, the Customer is treated as supplier-referred.

5.2.2 For supplier-referred orders, the Supplier pays no Platform Fee. Only the Payment Fee of 2% applies.

5.2.3 For orders where the Customer has been acquired through Nuento’s marketing, marketplace or general traffic, both the Platform Fee and the Payment Fee apply, for a total Service Fee of 15%.

5.3 Attribution and automatic fee calculation

5.3.1 Nuento determines whether an order is supplier-referred or platform-referred in accordance with its Attribution and Fee Allocation Policy (currently set out in Annex C). Among other things, that policy describes how:

• first interaction within a defined attribution window is used to identify whether the Supplier or Nuento generated the Customer; and
• technical signals (e.g. tracking parameters, referrer information, cookies) are used where lawful and available.

5.3.2 Fee calculation is handled automatically in the Platform based on this attribution logic, and the applicable fee is deducted when Nuento settles amounts with the Supplier.

5.3.3 If no reliable source can be established (for example due to technical limitations or missing tracking), the order will, as a default, be treated as supplier-referred, and only the Payment Fee will apply.

5.4 Self-billing arrangement

5.4.1 To streamline invoicing under the disclosed agency model, the Supplier agrees to enter into a self-billing arrangement with Nuento in accordance with applicable UK VAT rules.

5.4.2 Under this arrangement:

a. Nuento will issue VAT invoices to Customers in the Supplier’s name and on the Supplier’s behalf for the full amount of the Booking Contract;

b. the Supplier must not issue separate invoices to Customers for bookings concluded via the Platform while this self-billing arrangement is in force;

c. the Supplier will accept the self-billed invoices and retain them for its records; and

d. the Supplier will immediately notify Nuento in writing of any change in its legal name, address, VAT registration status or VAT number.

5.4.3 The self-billing arrangement remains in force until terminated by either party on written notice. Termination does not affect invoices already issued.

5.4.4 The Supplier remains solely responsible for correctly accounting for VAT on the Booking Contract amounts it receives (or is entitled to receive) from Customers. Nuento is responsible only for VAT on its own commission and fees.

6. Payment Processing and Stripe Connect

6.1 No payment services by Nuento. Nuento itself does not provide regulated payment services. All payment processing is carried out by an authorised payment service provider, currently Stripe Payments Europe, Ltd or another Stripe group entity (together, “Stripe”), via a Stripe Connect set-up.

6.2 By using the Platform as a Supplier, the Supplier agrees to:

a. create and maintain a Stripe connected account as required by Nuento; and

b. be bound by Stripe’s Connected Account Agreement and other applicable Stripe terms.

6.3 Payments from Customers are processed by Stripe, which holds Customer funds and remits them to the Supplier (less Nuento’s applicable fees) in accordance with this Agreement and the Stripe terms.

6.4 Nuento does not hold Customer funds on trust for the Supplier and has no liability for any failure by Stripe or other third-party payment providers to remit funds, provided Nuento has passed on correct instructions and information.

6.5 Customer payment obligations towards the Supplier are treated as discharged when the Customer’s payment is successfully authorised and captured by Stripe for the relevant Booking Contract.

6.6 The Supplier authorises Nuento, acting as the Supplier’s agent, to instruct Stripe to:

a. deduct Nuento’s fees;

b. apply any refunds, chargebacks or compensation amounts due to Customers in accordance with this Agreement and Annex A; and

c. withhold or delay payouts where necessary to implement objective refund decisions, manage chargebacks, or address suspected misuse or breach.

7. Customer Communication, Disputes and Mediation

7.1 The Supplier is responsible for delivering the Services under each Booking Contract and for handling Customer enquiries and complaints about the Services, except to the limited extent set out in Annex A.

7.2 Nuento provides messaging tools and basic support as part of the Platform, but this does not make Nuento a party to the Booking Contract or a guarantor of the Services.

7.3 Limited mediation role. Nuento may, at its discretion, offer mediation and administrative assistance in objective cases (as defined in Annex A) to facilitate an efficient resolution. Nuento’s mediation activities are solely aimed at reaching an amicable outcome on behalf of the Supplier and do not create any independent duty on Nuento to resolve the dispute. The Supplier remains the responsible party under the Booking Contract.

7.4 Nuento does not represent the Customer in disputes. At no point does Nuento act as an agent for the Customer; all actions are taken as a disclosed commercial agent for the Supplier, even where Nuento communicates directly with Customers.

7.5 In objective cases, Nuento’s decision regarding refunds and payouts is final for Platform payment purposes, but is taken purely as an administrative conclusion in order to operate the payment and booking flows. It does not make Nuento a party to the underlying dispute and is without prejudice to the Customer’s or Supplier’s contractual or statutory rights against each other.

8. Operational Obligations of the Supplier

8.1 Capacity and resources. By accepting a booking, the Supplier warrants that it has the necessary staff, equipment, stock and licences to perform the Services as described.

8.2 Order handling and response times. The Supplier must monitor orders and communications via the Platform and respond within 24 hours. Persistent delays may impact visibility or lead to sanctions.

8.3 Delivery and performance. The Supplier must deliver the Services at the agreed time and place in accordance with the booking confirmation. Unjustified no-shows or significant delays may constitute material breach.

8.4 No-shows. If the Supplier fails to attend without timely notice and without valid force majeure, the Supplier is liable for the Customer’s direct losses and for Nuento’s documented costs, including any refunds or compensation paid in accordance with Annex A.

8.5 Price parity. Unless expressly agreed otherwise in writing, the price offered to Customers via Nuento must not exceed the Supplier’s own direct price for equivalent services, date and conditions. The Supplier bears Nuento’s fees.

8.6 Calendar and availability. The Supplier must keep its availability calendar and capacity information up to date. Failure to do so may result in reduced visibility.

8.7 Subcontractors. The Supplier may use subcontractors but remains fully liable for their acts, omissions and compliance. The Supplier must inform Customers where the actual vehicle, food truck or setup differs from the one shown in the listing.

8.8 Compliance. The Supplier must at all times comply with applicable law (including food hygiene, alcohol licensing, health and safety, tax and employment rules) and produce documentation on request.

8.9 No circumvention. The Supplier must not encourage or induce Customers to bypass Nuento for bookings where the initial contact was made through the Platform. Breach may result in the Supplier being suspended.

9. Safety, Alcohol and Access Conditions

9.1 The Supplier is responsible for safe operations and compliance with rules relating to vehicles, gas, grills, electricity, fire safety and venue capacity.

9.2 The Supplier must clearly inform the Customer of any practical requirements for power, space, access, loading, parking or similar, where relevant for performance of the Services.

9.3 The Supplier is responsible for complying with all applicable alcohol laws, licensing conditions and age-verification rules where alcohol is supplied.

10. Intellectual Property and Marketing

10.1 The Supplier grants Nuento a non-exclusive, worldwide, royalty-free licence (with the right to sub-license to Nuento group companies and marketing partners) to host, cache, reproduce, edit, crop, distribute and display the Supplier's trade names, logos, images, menus and descriptions in connection with operating and marketing the Platform, including on its website, apps, social media, advertising and press materials.

10.2 The Supplier warrants that it owns or holds all necessary rights to all content provided to Nuento, including any images and photographs, and that such content is lawful, accurate and does not infringe any third-party intellectual-property, privacy or other rights. The Supplier shall indemnify Nuento against any claims, losses or expenses arising from a breach of this warranty.

10.3 The licence granted under clause 10.1 shall survive termination of this agreement for a period of twelve (12) months, solely to allow Nuento to phase out existing marketing materials. Upon written request, Nuento shall use reasonable efforts to cease active use within thirty (30) days.

10.4 Nuento may display and moderate Customer reviews in accordance with objective guidelines.

10.5 Nuento may refer to the Supplier as a reference customer in marketing materials, unless the Supplier objects in writing.

11. Suspension, Sanctions and Termination

11.1 Nuento may suspend or restrict the Supplier’s access to the Platform, or terminate this Agreement, with immediate effect where:

a. the Supplier materially breaches this Agreement or any Annex;

b. Nuento receives repeated justified complaints or evidence of poor performance;

c. there are unlawful conditions (e.g. missing licences, serious food safety breaches); or

d. Nuento reasonably suspects fraud, circumvention or misuse.

11.2 The Supplier may terminate the Agreement at any time by written notice, but must fulfil already confirmed bookings or arrange equivalent replacement at its own cost.

11.3 Nuento may instruct Stripe (as the Supplier’s agent) to withhold payouts to cover documented losses, refunds, chargebacks, fines or other amounts due from the Supplier under this Agreement.

11.4 Provisions which by their nature are intended to survive termination – including clauses on IP, data protection, tax, liability, indemnities and the Commercial Agents indemnity clause – shall continue in force.

12. Tax, VAT and Reporting

12.1 The Supplier is solely responsible for determining and complying with its obligations relating to tax, VAT (including registration), accounting, invoicing requirements and any other statutory obligations arising from the Supplier’s sale of Services to Customers.

12.2 VAT status

12.2.1 The Supplier must state, in its Supplier profile and/or onboarding flow, whether it is VAT registered in the UK.

12.2.2 If VAT registered, the Supplier must provide a valid VAT number and ensure that its legal name, trading name and address details are accurate for invoicing purposes.

12.2.3 If not VAT registered, the Supplier confirms that it will not represent itself as VAT registered and that VAT will not be charged or shown on customer invoices in relation to Bookings, unless and until the Supplier becomes VAT registered.

12.2.4 The Supplier must notify Nuento immediately (and in any event within 5 business days) if its VAT status changes, including if it becomes VAT registered or if its VAT number changes.

12.3 Self-billing

12.3.1 Where the parties operate a self-billing arrangement, Nuento will issue invoices to Customers in the Supplier’s name and on the Supplier’s behalf, in line with HMRC guidance on self-billing arrangements.

12.3.2 If the Supplier is not VAT registered, customer invoices will be issued without VAT and will reflect that no VAT is charged.

12.3.3 If the Supplier is VAT registered, customer invoices will include VAT where applicable and in accordance with the Supplier’s VAT treatment.

12.4 Nuento fees

12.4.1 Nuento’s Platform/Payment fees and commissions are charges for services supplied by Nuento to the Supplier. The Supplier is responsible for determining the correct VAT treatment of these charges under UK VAT place-of-supply rules, including whether a reverse charge applies.

12.4.2 The Supplier should obtain independent tax advice if unsure.

12.5 VAT registration threshold

12.5.1 The Supplier is solely responsible for monitoring whether it must register for VAT. Under HMRC guidance, a business must register if its taxable turnover exceeds the VAT registration threshold.

12.5.2 For VAT registration threshold purposes, HMRC’s guidance on “taxable turnover” can include not only the Supplier’s taxable sales, but also services received from businesses in other countries that the Supplier had to ‘reverse charge’.

12.6 Platform reporting to HMRC

12.6.1 Nuento may be required, under the UK Reporting rules for digital platforms (including the Platform Operators (Due Diligence and Reporting Requirements) Regulations 2023), to collect and verify information about Suppliers (as “sellers”), report information to HMRC for each reportable period, and provide a copy of the reported information to the Supplier where required.

12.6.2 The Supplier agrees to provide Nuento with accurate and complete information reasonably required for these purposes and to keep such information up to date.

12.7 Indemnity for incorrect information

12.7.1 To the extent permitted by law, the Supplier will indemnify Nuento for any reasonable costs, penalties or losses incurred by Nuento as a result of the Supplier providing incorrect or misleading VAT/tax information (including VAT status or VAT number), except where caused by Nuento’s own breach.

13. Data Protection

13.1 The parties act as independent controllers in relation to personal data they process under or in connection with this Agreement.

13.2 The Supplier may only use Customer personal data for the purposes of processing and performing the relevant booking, and must delete such data when no longer needed for that purpose or required by law.

13.3 Nuento processes personal data in accordance with its privacy notice made available on the Platform.

13.4 Each party must implement appropriate technical and organisational measures to protect personal data and must notify the other party without undue delay of any relevant personal data breach.

14. Liability and Indemnity

14.1 Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded.

14.2 Subject to clause 14.1, Nuento’s total aggregate liability to the Supplier arising out of or in connection with this Agreement (whether in contract, tort (including negligence), breach of statutory duty or otherwise) is limited to the higher of:

a. GBP 100,000; and

b. the total fee actually paid by the Supplier to Nuento in the 12 months preceding the event giving rise to the claim.

14.3 Nuento is not liable for any loss of profit, loss of revenue, loss of contracts, loss of goodwill or any indirect or consequential loss.

14.4 The Supplier shall indemnify and hold Nuento harmless from and against all claims, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with:

a. the Supplier’s breach of this Agreement or Annexes;

b. the Supplier’s breach of a Booking Contract or applicable law; or

c. any claim brought by a Customer or third party relating to the Services (including food safety, allergens, quality, delay, no-show or venue issues), except to the extent caused by Nuento’s own breach.

15. Commercial Agents Regulations – Indemnity Election

15.1 The parties agree that Nuento acts as a commercial agent within the meaning of the UK Commercial Agents (Council Directive) Regulations 1993 in respect of its promotion of the Supplier’s Services and conclusion of Booking Contracts.

15.2 For the purposes of Regulation 17 of those Regulations, the parties expressly agree that Nuento’s entitlement on termination (if any) shall be limited to an indemnity (and not compensation). Any such indemnity shall be capped at an amount equal to Nuento’s average annual net fee from the Supplier over the 12 months preceding termination (or, if shorter, the average for the actual duration of the agency).

15.3 The Supplier acknowledges that no other compensation or goodwill payment will be due to Nuento upon termination of this Agreement, save as required by any mandatory provisions of law that cannot validly be excluded.

16. Changes to Terms

16.1 Nuento may amend this Agreement and its Annexes from time to time. Changes will be notified via the Supplier dashboard or by email with 30 days’ notice, unless a shorter period is required to comply with law or to address urgent risk.

16.2 For material changes (for example, an increase in fees or a significant restriction of Supplier rights), the Supplier may terminate the Agreement with effect from the date the changes would otherwise take effect.

17. Miscellaneous, Governing Law and Jurisdiction

17.1 Notices may be given via email or through the Supplier dashboard.

17.2 Nuento may assign or transfer this Agreement as part of a business transfer or group restructuring. The Supplier may not assign this Agreement without Nuento’s prior written consent.

17.3 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect.

17.4 This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes any prior understandings.

17.5 This Agreement and any disputes arising out of or in connection with it are governed by and construed in accordance with the laws of England and Wales.

17.6 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement, without prejudice to any mandatory consumer forum rules that may apply between Supplier and Customer.

17.7 The following Annexes form an integral part of this Agreement:

Annex A – Refund & Mediation Policy

Annex B – Payment, Cancellations and Changes (Own Orders)

Annex C – Attribution Policy and Fee Allocation