4. Rights and obligations of the restaurant
The RESTAURANT shall;
4.1.ensure that all food safety, health and safety regulations and the COVID 19 health and safety regulations such as the use of hand sanitizer, gloves, face masks and/or such other material are adhered to and complied with at all times including but not limited to the preparation, packaging and handing over of food to the Driver and/or Rider of the DELIVERY PARTNER.
4.2.ensure access to Drivers and/or Riders of the RESTAURANT to the Collection Point of the DELIVERY PARTNER.
4.3.ensure that the food is ready for collection from the Collection Point in a timely manner.
4.4.ensure that the correct food order is dispatched to the Driver and/or Rider.
5. Commencement, term and termination of agreement
This agreement shall commence from the date of signing hereof and shall be valid during the period of One Year as maybe agreed between the Parties Unless otherwise terminated as provided for in this Agreement. The agreement shall be deemed renewed unless a termination notice is given by either party.
6.1.The DELIVERY PARTNER shall charge from its users the total food cost, taxes, convenience fees and delivery charge or any other fees as required to be charged by the DELIVERY PARTNER.
6.2. The RESTAURANT chooses the unlimited tier plan which entitles the restaurant to unlimited orders for a fixed fee of LKR 9,800 per month per location.
6.3. The DELIVERY PARTNER shall credit the food cost via a Bank transfer to the RESTAURANT every Friday to the following bank account after deducting any charges owed :
6.4. The RESTAURANT can use the direct delivery option during operational times. All direct delivery orders will be charged a delivery fee from the RESTAURANT which will be informed to the RESTAURANT in the Merchant App given to the RESTAURANT to create such orders before the RESTAURANT places the order.
6.5. Fees are subject to be revised every 12 months to compensate for inflation. Revision of fees if any will be communicated through email.
6.6. All food costs given by the RESTAURANT should be prices displayed on the menu of the RESTAURANT and should not contain any additional fees or charges or mark ups.
6.7. A device will be issued free of charge if one month fixed fee is paid upfront at the time of signing this agreement by the RESTAURANT.
6.8. RESTAURANT will be allowed to process orders through the DELIVERY PARTNER within a delivery radius of 7KM from the RESTAURANT’s location.
6.9. A fee of 2% of the total bill value will charged to the RESTAURANT for all purchases that are paid for by credit cards through the DELIVERY PARTNERS application.
6.10. DELIVERY PARTNER shall deduct the fixed fees and other charges before paying the RESTAURANT the balance of food cost.
7. Proprietary Rights
7.1.All use of a DELIVERY PARTNER’s Intellectual Property by RESTAURANT will be in the form and format approved by DELIVERY PARTNER, and RESTAURANT will not otherwise use or modify DELIVERY PARTNER’s Intellectual Property without DELIVERY PARTNER’s prior written consent.
7.2.RESTAURANT hereby grants DELIVERY PARTNER the right to display RESTAURANT’s Intellectual Property throughout the term in compliance with RESTAURANT’ brand guidelines, if any.
7.3.Other than as expressly set forth herein, neither party may use or reference the other party’s name, logo, trade Intellectual Property or service Intellectual Property in a press release or otherwise without the prior consent of such other party in each instance
9.1.Either Party may terminate this Agreement:
9.1.1.by giving to the other Party four (04) days prior written notice if the other Party is in any serious or repeated breach or nonobservance of any of the provisions of this agreement; or
9.1.2.considering that both Parties are in the business of food if the other Party takes or engages in any action or conduct that brings the other Party into disrepute or is in breach of this Agreement which would constitute a ‘material’ breach.
9.2.The parties may terminate this agreement by mutual written agreement.
9.3.The rights of the Parties under this Agreement are without prejudice to any other rights that they might have at law to terminate this agreement or to accept any breach of this agreement on the part of the other party having brought this agreement to an end. Any delay by either party in exercising its rights to terminate shall not constitute a waiver of these rights.
9.4.1.the provisions of clauses as shall be deemed applicable under the circumstances shall continue in force in accordance with
their respective terms.
10. No partnership or employment
This agreement shall not be deemed to create any partnership or agency relationship between the parties.
11.1.This agreement and the documents referred to in it contain the whole agreement between the parties relating to the collaboration contemplated by this Agreement and supersede all previous agreements between the parties relating to the collaboration.
11.2.Unless otherwise provided for in this agreement, no variation or agreed termination of this agreement shall be of any force or effect unless in writing and signed by each party.
12.1.Any notice or other communication under or in connection with this agreement shall be in writing and shall be delivered personally, electronically or by commercial courier to the parties due to receive the notice or communication at its address set out above or at such other address as the relevant party may specify by notice in writing to the other parties.
12.2.Any notice or other communication shall be deemed to have been duly given if delivered.
12.3.personally, when left at the address referred to in the immediately preceding clause.
12.4. electronically, when a delivery confirmation report is received by the sender, which records the time that the email was delivered to the addressee’s last notified email address (unless the sender receives a delivery failure notification, indicating that the electronic mail has not been delivered to the addressee).
12.5.by commercial courier, on the date of signature of the courier’s receipt
13. Best Endeavors
The Parties hereto recognize that it is impracticable to make provisions for every contingency that may arise in the course of performance of the provisions hereof and accordingly declare that this Agreement shall operate between them with fairness and without detriment to the interest of any Party and covenant and agree with each other that they shall use their best endeavors to ensure that full effect be given to the terms of this Agreement in the spirit in which it was agreed.
14. Dispute Resolution
The Parties shall make every effort to resolve amicably by direct informal negotiation any disagreement, dispute or difference arising between them under or in connection with this Agreement in the spirit of mutual cooperation.
This agreement is executed in two counterpart originals one to be retained by each party, each of which when executed and delivered shall be an original, but the counterparts together shall constitute one and the same instrument.