PARTNERSHIP AGREEMENT

THIS AGREEMENT sets out in Part 1 and 2 the terms and conditions applicable to the Restaurant's use of Online Cuisine’s proprietary services and Online Cuisine's platform service for the receipt, preparation and delivery of orders by customers for goods from the Restaurant, and has been concluded as of the date at the end of this document (the "Agreement"). Online Cuisine is a trading name of “The Internet and Experts Ltd” registered as a limited company in England and Wales. 

PART 1. OVERVIEW OF KEY TERMS

PART 2. GENERAL TERMS AND CONDITIONS

  1. PURPOSE
    1. Online Cuisine, primarily via Restaurant’s website or applications and platforms (together, the "Website"), and its proprietary Admin Panel, Online Cuisine printer terminal, and other related equipment and software (together the "Product"), will enable customers to place Orders (as defined in clause 3.1) for takeaway food and drinks from the Restaurant, for delivery by, or collection at, the Restaurant (the "Service") on the terms and conditions set out in this Agreement.
    2. In consideration of the mutual covenants contained in this Agreement, the parties agree to comply with their respective obligations set out herein.
  2. THE PRODUCT
    1. Payment: The Restaurant agrees to pay Online Cuisine the "Installation & Connection Fee" indicated in Part 1 of this Agreement, of which:
      1. the Restaurant has paid or will pay the "Upfront Payment" indicated in Part 1; and
      2. the "Balance" (if any) indicated in Part 1 may be offset by Online Cuisine against any payments due to the Restaurant under this Agreement.
    2. Delivery and Installation: Delivery and installation of the Product will take place at a mutually agreed time between Online Cuisine and the Restaurant, and will only be carried out after payment in full of the Upfront Payment has been made by the Restaurant.
    3. Profile set-up: Within 14 days of the later of (i) Online Cuisine having received payment in full of the Upfront Payment in cleared funds, and (ii) Online Cuisine having received all the information that it shall reasonably request from the Restaurant (including in relation to the Restaurant's name, logo, address, contact information and menu, existing website and hosting information (the "Website Profile")) in complete and correct form, Online Cuisine undertakes to set up the Restaurant's Website in order to enable order taking facilities. 
    4. Product care: The Restaurant will use, store and maintain the Product using reasonable care, including without limitation establishing and maintaining the Product in such a way as to allow it to receive a GPRS/Wifi signal, and otherwise so that Orders received will be processed instantly.
    5. Product malfunctions: The Restaurant must notify Online Cuisine without delay if the Product malfunctions.
    6. Product repair – general: During the first twelve (12) months from the date of this Agreement, Online Cuisine will reasonably promptly repair or replace the Product in case of malfunction, save where in Online Cuisine 's sole opinion the malfunction is a result of misuse, unauthorised alteration or accidental damage by the Restaurant or of repairs not performed by Online Cuisine or its authorised representatives ("Restaurant Product Damage").
    7. Product repair – charges: After twelve (12) months from the date of this Agreement, or at any time where the malfunction is in Online Cuisine 's sole opinion a result of Restaurant Product Damage, Online Cuisine reserves the right to charge the Restaurant a reasonable fee for repairing the malfunctioning Product or to charge the Restaurant for a replacement Product at Online Cuisine 's then prevailing price.
    8. Product upgrades: Online Cuisine may upgrade or alter the Product on notice to the Restaurant at any time. Online Cuisine reserves the right to charge the Restaurant for any upgraded or replaced Product at Online Cuisine 's then prevailing price. Online Cuisine will notify the Restaurant in advance of any such upgrade or alteration of the amount of charges applicable.
    9. Ownership of Product: The Product remains the property of Online Cuisine at all times. On termination of this Agreement, the Product must be returned by the Restaurant to Online Cuisine in good working condition. In terms of Domain and Hosting, Online Cuisine may facilitate with domain purchase and hosting support where necessary but ownership and availability of such rights completely own by Online Cuisine. 
  3. ORDERS
    1. Execution of Orders: The Restaurant undertakes to receive, process, prepare and deliver the customers' orders placed via the Restaurant’s Website and received from by means of any of the Product, fax, phone or email ("Orders") using the best care, skill and diligence, and in accordance with best practice in the Restaurant's industry, profession or trade. Food prepared, processed and delivered must correspond to what is stated in the Order, and must take into account any customer comments submitted with the Orders including without limitation in relation to customer allergies. Restaurant will be directly in touch at each of this stages with its customers and will be liable to resolve any issue arise at any of the stages from receiving order to deliver the food to the customer.
    2. Rejection of Orders: The Restaurant shall use its best efforts to accept all Orders. Where the Restaurant wishes to reject an Order, it shall immediately communicate such rejection by pressing the relevant button on the Printer. In such case Restaurant is responsible for providing a valid reason to the customer directly. 
    3. Payment for Orders – Acceptance of Card Orders: The Restaurant agrees that it will at all times allow customers the option to pay for Orders using either a credit or debit card ("Card Orders") or, subject to clause 3.4, cash ("Cash Orders").
    4. Payment for Orders – Card-only Orders: If, at any time of the term of this Agreement, the aggregate Gross Order Value of Card Orders is not more than the aggregate value of any debts owing by the Restaurant to Online Cuisine (including for the avoidance of doubt any debts relating to Restaurant Charges for Cash Orders), the Restaurant agrees that Online Cuisine may at its discretion process Card Orders only on behalf of the Restaurant until all such debts are cleared.
    5. Delivery of Orders – Order Number: When the Restaurant delivers the Order, the Restaurant must check that the Order number given by the customer corresponds with the Order number received by the Restaurant from Online Cuisine.
    6. Delivery of Orders – Alcohol etc.: Where an Order contains alcohol, or any other goods which are subject to statutory age restrictions, the Restaurant must request proof of age from the customer (in accordance with applicable laws) on delivery. The Restaurant will take every other precaution necessary to ensure the customer is over the legal age for the purchase of alcohol and to ensure that the delivery occurs within the legal timeframe allowed for sale of alcohol.
    7. Receipts: The Restaurant will provide each customer with an official receipt in email format (and a VAT receipt, if applicable) in respect of an Order, if the customer so requests.
    8. Redelivery and refunds: The Restaurant shall use its best efforts to satisfy any request for a redelivery or refund or proportionate price reduction of any Order made by a customer or on behalf of a customer. In the event that such a redelivery, refund or proportionate price reduction is granted by the Restaurant or this shall not affect the Restaurant Charges that are due to Online Cuisine in relation to the original order. The calculation of all Restaurant Charges shall therefore be based on the Gross Order Value of the faultless Order.
  4. RESTAURANT & MENU INFORMATION
    1. Information supplied to Online Cuisine: The Restaurant undertakes to check that any information contained in its menu (the "Menu") or otherwise provided to Online Cuisine for inclusion on the Website is at all times accurate and complies with all applicable regulations and laws (including but not limited to consumer information about ingredients which may cause allergic reactions ("Allergen Information") such as nuts), and is up to date.
    2. Allergen Information: The Restaurant must provide and update of any Allergen Information in relation to the dishes that the Restaurant prepares. It is the Restaurant's sole responsibility to provide this information on its website without delay, and check that the Website contains the correct Allergen Information.
      The safety of the customer is paramount. If Online Cuisine is not satisfied with the commitment of the Restaurant to providing accurate and timely information about ingredients (and in particular, Allergen Information), Online Cuisine reserves the right to suspend the Restaurant from providing service and/or terminate this Agreement immediately.
    3. Menu prices: The Restaurant agrees that the Menu prices (including any delivery charges) it provides for display on the Website shall be the same as the prices offered in its premises, (whether such prices are on menus used in its premises or otherwise offered) and that it shall not offer a customer any discounts or redeem any coupons which are not also offered via the Website. 
    4. Updates & errors: The Restaurant shall be solely responsible for ensuring that the information displayed on the Website is accurate and up to date and corresponds exactly to the information contained in the Menu. 
    5. Changes & costs: Online Cuisine will update and/or change the contents of the information about the Restaurant displayed on the Website as soon as practicable following receipt of a written request from the Restaurant to correct errors or make minor changes to such information. Online Cuisine reserves the right to charge an administrative fee to the Restaurant for any changes. In such a case, Online Cuisine will notify the Restaurant in advance of the change of the amount of administrative fees applicable.
    6. Opening hours: The Restaurant must inform Online Cuisine of its hours of operation (the "Opening Hours"), and of any changes to such Opening Hours. 
    7. Offline times during Opening Hours: The Restaurant must remain online and able to accept Orders using the Product at all times during the Opening Hours, save in case of closures for emergencies or planned closures, the duration of which has been communicated to Online Cuisine in writing in advance. 
    8. Other Account management: In order to provide better digital presence and on the basis of this agreement, Online Cuisine reserves the right to seek, manage or amend of restaurant’s online profile.  Online Cuisine may able to manage various digital profile of restaurant’s including but not limited to Google, Facebook, Trip advisor etc to bring best response for its partners. In such case Online Cuisine is not responsible for any data alterations, breach or complaints in regards of any party. Online Cuisine may act on behalf of the restaurant owner in case of any dispute but the role will be clearly as an agency not owner. Partner restaurant is completely responsible for review their accounts and data related to these and report any changes as soon as possible to resolve. Online Cuisine reserves the right to deny any kind of unethical, unlawful acts in regard of such management. 
    9. Data Protection and Personal Data Security: Online Cuisine will follow the appropriate law for handling data and will maintain highest security of any kind of personal data held by the system. Online Cuisine doesn’t bear any breach of related laws in case of any breach by the restaurant. Online Cuisine will not authorise to share any personal data with any third parties unless otherwise instructed to do so. In terms of any personal data access by owner, the first point of access will be the restaurant management. 
  5. CHARGES
    1. Restaurant Charges: Online Cuisine is entitled to charge the Restaurant the Restaurant Charges set forth in Part 1 of this Agreement, comprising either:
      1. A commission at the rate set forth in Part 1 on the total Gross Order Value of each Order calculated in accordance with clause 5.2 placed by a customer using the Service (plus applicable taxes); and
      2. an administrative charge (if any) in the amount set forth in Part 1 that is paid for online (plus applicable taxes); or
      3. A monthly fixed fees (plus taxes if applicable) whichever applied.
      4. Card processing/Card charge back fees will be charged to the restaurant separately. 
      5. In terms of Paypal payment method, the restaurant is responsible for providing a valid Paypal Id in order to take direct payment where agreed. In such case, Paypal transaction fees will be excluded of above mentioned charges.
      6. Any other services outside of this online ordering system will be charged separately along with fees mentioned in annexure. . 
    2. Gross Order Value: The Gross Order Value is the total amount charged by the Restaurant to the Customer for an Order, including the value of the goods plus the Restaurant's delivery charges (if any) plus the Customer Admin Charge (if any) plus applicable taxes.
  6. INVOICING & PAYMENT
    1. Statements: Twice per month, Online Cuisine shall provide a statement of outstanding accounts between the Restaurant and Online Cuisine (a "Statement") relating to the previous bi-monthly period. The Statement will include:
      1. the aggregate Gross Order Value of all Orders for the relevant period, split between Cash Orders and Card Orders;
      2. any sums owed by the Restaurant to Online Cuisine in relation to Restaurant Charges, the Product or the Balance (if any) and any other services provided by Online Cuisine to the Restaurant, in each case for the relevant period;
      3. any balance brought forward from, and any amounts paid or received by Online Cuisine since the date of, the previous Statement
    2. Invoicing: If any monies are owed by Online Cuisine to the Restaurant according to the Statement, Online Cuisine will remit that sum to the Restaurant prior to the next Statement.
      If any monies are owed by the Restaurant to Online Cuisine according to the Statement, such sums shall be due on the date of the invoice, and payable by the Restaurant within 7 days. Thereafter Online Cuisine may charge interest and set off any unpaid amounts in accordance with clause 7.1. In case of monthly charges an automatic invoice will be emailed at due course.
    3. Disputed Statements: If the Restaurant disagrees with the Statement, the Restaurant must notify Online Cuisine of its disagreement within 14 days of the delivery of the Statement to the Restaurant, setting out in detail the reasons for the disagreement. 
    4. Refunds: Payments made for the Product by the Restaurant (including the Installation & Connection Fee and any other connection fees) are non-refundable.
    5. Changes: Online Cuisine reserves the right of changing/increasing/decreasing of any agreed prices or charges in this agreement at any time with a prior notice to the partner restaurant. 
  7. OVERDUE AMOUNTS
    1. Set-off by Online Cuisine: Where any payments are overdue to Online Cuisine from the Restaurant, Online Cuisine may set off the amounts outstanding against:
      1. any amount otherwise payable to the Restaurant in the next Statement; and/or
      2. any sums received from Card Orders for the Restaurant, and Online Cuisine may calculate 1.5% interest per month on any overdue amount as from the relevant payment due date until the earlier of the date that the amount is set-off or the amount is credited to Online Cuisine's bank account (as the case may be). The Restaurant is liable to Online Cuisine for any costs reasonably incurred in connection with the settling or recovering of an overdue payment, and may set-off such costs in accordance with this clause.
    2. Set-off by the Restaurant: The Restaurant is not entitled to withhold any payments by way of set-off against any alleged claim or shortcoming in the Service without Online Cuisine 's prior written consent.
    3. Online Cuisine reserves the right to forward any overdue invoice/amount payable by restaurant to any third party service provider in order to recover the sum. It is notable that prior to such event, Online Cuisine will send reminder or possible option to restaurant to pay off the amount in a certain period. 
  8. CHANGES TO OWNERSHIP OR BANK ACCOUNT DETAILS
    1. The Restaurant must notify Online Cuisine in writing prior to any change of ownership of the Restaurant or any change to its bank account details, and in any case as soon as practicable following such change. Failure to notify Online Cuisine may result in Online Cuisine paying monies to a bank account controlled by the outgoing owner(s) or an incorrect bank account. The Restaurant shall fully indemnify Online Cuisine and hold Online Cuisine harmless against any losses, damages or claims made against Online Cuisine by the new owner(s) or otherwise incurred by Online Cuisine due to any failure by the Restaurant to provide timely notification of a change in accordance with this clause.
  9. RESTAURANT REVIEWS
    1. General: The Restaurant acknowledges and agrees that Online Cuisine may display on the Website ratings and comments ("Reviews") provided by customers regarding the Restaurant or an Order.. 
    2. Liability: To the fullest extent permitted by law, Online Cuisine assumes no responsibility or liability to the Restaurant for any Reviews published anywhere in the internet.
  10. CONSENTS & COMPLIANCE WITH LAWS
    1. General: The Restaurant confirms and undertakes that it has obtained and will obtain and maintain any consents, licences, permits, approvals or authorisations ("Consents") of any person that may be required in connection with, and it is not party to and will not enter into any agreement which would be breached by, or under which any default would occur as a result of, signing this Agreement or performing any of its terms or generally running its business.
    2. Compliance with laws: The Restaurant will comply with all applicable laws and regulations including, without limitation in relation to health and safety, VAT, data protection and food standards, hygiene and information, and will provide reasonable evidence to Online Cuisine of such compliance upon request.
    3. Website terms & conditions: The Restaurant shall at all times provide and comply with the given Website terms and conditions by Restaurant(available on the Website, and as amended from time to time), and in particular (but not limited to) compliance with applicable security and data protection provisions when handling customer information or receiving, processing and delivering Orders. 
    4. Taxes: The Restaurant shall be solely responsible for self-assessing, claiming and remitting all its applicable taxes.
    5. Inspections: The Restaurant agrees that Online Cuisine has the right to inspect/visit the Restaurant's premises with prior notice to ensure the uninterrupted service.
  11. INTELLECTUAL PROPERTY RIGHTS
    1. Ownership of IPR: All IPR (as defined below) in or arising out of or in connection with the Service, the Product or the Website shall be owned by Online Cuisine and nothing in this Agreement shall constitute a transfer of those IPR to the Restaurant.
  12. THE RESTAURANT WEBSITE
    1. Online Cuisine intends to make the Website available and functional at earliest but is under no obligation to do so. Online Cuisine will provide a functional and basic front end website for restaurant. Any customisation or custom requirement will incur additional charges. 
    2. Online Cuisine is entitled to interrupt the access to the Website at any time and without notice in order to maintain and update the Website by notifying the Restaurant in advance when possible. 
    3. The Restaurant is responsible for providing all necessary information in order to develop its website and make it functional. However, Restaurant is solely liable for all information provided and published on its website. 
    4. In case of existing website by Restaurant, Online Cuisine may change/redesign the existing website and to provide the uninterrupted service, Online Cuisine preserves the right to hold all website and Web Hosting related data in its record. In relation to this Online Cuisine may not share such data with third parties if an emergency not occurred. 
    5. The Restaurant is responsible for uptime and availability/functionality of website where the Restaurant website/domain is not hosted or owned by Online Cuisine. 
    6. If Online Cuisine is providing Web Hosting/Domain services/resources for the Restaurant, Online Cuisine will keep all data as its own property in order to protect all party’s safety and security. In some cases, restaurant can seek certain data access with formal request and it should not violate any existing data security policy. 
  13. BREACH OF OBLIGATIONS BY THE RESTAURANT
    1. If, in Online Cuisine's sole opinion, the Restaurant is in default of its obligations under this Agreement or otherwise operates in a manner which is harmful to Online Cuisine's business, goodwill or reputation, Online Cuisine reserve the right to suspend, terminate this agreement at any time without any prior notice. 
  14. TERM, TERMINATION & SURVIVAL OF OBLIGATIONS
    1. Term: This Agreement comes into force when signed by both parties and automatically renewed end of the every contract period unless terminated by any party on 1 month's notice prior to the end of the initial term or any subsequent period or otherwise in accordance with its terms.
    2. Termination by Online Cuisine: Without prejudice to its other rights and remedies, Online Cuisine may at any time terminate this Agreement immediately by giving written notice to the Restaurant without further liability to the Restaurant.
    3. Effect of termination: Upon termination of this Agreement in accordance with its terms, Online Cuisine will send the Restaurant a notice confirming the termination of the Service and final payment details, and either a payment for any outstanding monies owing by Online Cuisine to the Restaurant or a request to pay any outstanding monies owing to Online Cuisine (as applicable).
  15. LIMITATION OF LIABILITY & INDEMNITY
    1. General: Nothing in this Agreement shall limit or exclude Online Cuisine's or the Restaurant’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; fraud or fraudulent misrepresentation; breach of the terms implied by section 2 of the Supply of Goods and Services act 1982 (title and quiet possession); or any other liability that cannot be limited or excluded under applicable law.
    2. Exclusion of Online Cuisine's liability: Subject always to clause 17.1, Online Cuisine shall not be liable to the Restaurant, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any damages, costs, direct or indirect losses including without limitation loss of profit, or any consequential loss suffered by the Restaurant and arising out of or in connection with this Agreement, including resulting from faults, breakdowns or other interruptions to the Service for any reason.
    3. Limitation of Online Cuisine's liability: Subject always to clauses 17.1 and 17.2, Online Cuisine's total liability to the Restaurant in respect of all other losses arising under or in connection with this Agreement howsoever caused (and whether in contract, tort (including negligence), breach of statutory duty, or otherwise.
    4. Indemnity: The Restaurant fully indemnifies Online Cuisine and will keep Online Cuisine indemnified against any losses, damages or claims (and all related costs) made against Online Cuisine by a customer or any third party in connection with the Restaurant's failure to deliver or imperfect delivery of an Order or the Restaurant's failure to comply with this Agreement and/or any applicable laws, rules and regulations in force at the relevant time.
    5. Joinder: The Restaurant shall accept and shall not object to being included by Online Cuisine in any manner to any third party notice or otherwise in any proceedings instituted against Online Cuisine, relating to the Restaurant's acts or omissions in connection with this Agreement.
  16. FORCE MAJEURE
    1. Online Cuisine shall not be liable to the Restaurant as a result of any delay or failure to perform its obligations under this Agreement because of a Force Majeure Event.
    2. AMENDMENTS
      1. Online Cuisine reserve the right for any amendment, addition, deletion of sections in this agreement at any time but Online Cuisine will notify the connected party in such case. Online Cuisine also reserve the right to change of its any fees for any reasonable increment in operation with a prior notice to the Restaurant. 
    3. CONFIDENTIALITY
      1. The content of this Agreement and any information concerning the other party is to be treated as confidential and shall not be disclosed during the term of this Agreement or at any time thereafter save as required by law.
    4. GOVERNING LAW AND JURISDICTION
      1. Governing law: This Agreement and any dispute or claim arising out or in connection with this Agreement or its subject matter or formation (including any dispute or claim relating to non-contractual obligations) shall be governed by and construed in accordance with English law.
      2. Jurisdiction: The parties agree to submit any dispute arising in connection with this Agreement to the exclusive jurisdiction of the courts of England and Wales (including any dispute or claim relating to non-contractual obligations)
    5. DIRECT DEBIT
      1. A separate direct debit authorisation request will be sent for Restaurant authorisation. This will enable OnlineCuisine to collect monthly charges as well as other charges if applicable. Failure to pay via Direct Debit may incur an extra fee of £5. 
    6. CANCELATION
      1. A 4 weeks formal prior notice will be needed to end up this agreement. 

I confirm that I have read the above contractual terms & enclosed Annexure and I agree with all clauses by ticking the box here.