ALL EAT

RESTAURANT AGREEMENT

 

IN CONSIDERATION OF a network server annual fee is a fixed term of 12 months period (free).  All Eat will grant this contract to the Restaurant, provided that both Parties agree to keep, perform and fulfil the promises and conditions set out in this Agreement:

Business bank details:

ALL EAT APP NETWORK TECHNOLOGYINCORPORATED LIMITED

Sort Code: 60-01-04     Account Number: 41703669

PART A

Summary of Key Terms

Charges by ALL EAT to Restaurant

ALL EAT network server annual fee: initial 12 months free trial

On line Cloud Printing fee:  £0.50 including VAT (each order) payable to ALL EAT every month.

Service fee of £0.50 including VAT on every order from contracting party’s customers made payable to ALL EAT every month.

Free ALL EAT Installation & Connection fee

No commission at all 

Product and equipment (printer, if Restaurant needs it)

Approximately £1.00 bank and online transfer fee charge for every card Order.  The Charge may change by the Bank and Stripe interest rate.  In the event of change in the interest rate, ALL EAT will notify the Restaurant 15 working days in advance.

Term of Agreement: This Agreement is valid from signature for an initial period of 12 months.

Signing: BY SIGNING BELOW, THE RESTAURANT AGREES THAT:

ALL EAT will pay any money owed to the Restaurant to the business Bank details provided, after all bank and online transfer charges had been deducted. 

PART B

GENERAL TERMS AND CONDITIONS:

  1. PURPOSE
    1. ALL EAT ordinarily through its website (www.alleatapp.com), its affiliated websites, applications and platforms, will enable Customers to place Orders for takeaway food and drinks from the Restaurant, for delivery by, or collection at, the Restaurant on the terms and conditions set out in this Agreement. 

    2. ALL EAT will provide network server to the Restaurant and will not be involved with the Restaurant’s management.  It is the Restaurant’s sole responsibility to keep all Orders data safe.

    3. The Restaurant is solely responsible to pay its Tax as required by the Law and Regulation.

    4. Inconsideration of the mutual covenants contained in this Agreement, the parties agree to comply with their respective obligations as set out in the Agreement.

  2. THE PRODUCT

2.1           In place of an annual fee and any equipment fee (if the Restaurant needs it), the Restaurant agrees to pay 10% discount on all Orders made from ALL EAT app to Customer. Bank and online transfer fee apply.

  1.  
  2. Delivery and installation of the Product will take place at a mutually agreed time between ALL EAT and the Restaurant, and will only be carried out after both parties has agreed the Agreement.

  3. ALL EAT having received all the information that it shall reasonably request from the Restaurant (including Restaurant’s name, logo, address, contact information and menu) in complete and correct form, ALL EAT undertakes to set up the Restaurant’s Profile on the website and application in 15 working days.

    1. The restaurant must notify ALL EAT without delay if the Product or equipment malfunctions.

      1. ALL EAT will reasonably, promptly repair or replace the Product and equipment in case of malfunctions.  Save where in ALL EAT’s sole opinion the malfunction is a result of misuse, unauthorised alteration or accidental damage by the Restaurant or of repairs not performed by ALL EAT or its authorised representatives.

      2. At all times where the malfunction is in ALL EAT’s sole opinion, a misuse, unauthorised alteration or accidental damage by the Restaurant and/ or of repairs not performed by ALL EAT or its authorised representatives, ALL EAT reserves the right to charge the Restaurant a reasonable fee for repairing the malfunctioning Product and equipment or to charge the Restaurant for a replacement Product and equipment at ALL EAT’s prevailing price.

      3. ALL EAT may upgrade or alter the Product on notice to the Restaurant at any time if any such upgrade or alteration is needed.

      4. ALL EAT’s equipment has 1-year warranty (exclude printhead)

    2. The Restaurant undertakes to receive, process, prepare and deliver the Customer’s Orders placed from the Website and application from ALL EAT 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 consider any Customer comments submitted with the Orders including and without limitation to customer allergies.

      1. The Restaurant shall use its best efforts to accept all orders.  Where the Restaurant wishes to reject an Order, it shall immediately communicate with Customer.

      2. The Restaurant agrees that it will always allow Customers the option to pay for Orders using either a credit or debit card or pay in cash.

      3. When delivering Orders, the Restaurant must check that the order number given by the Customer corresponds with the Order number received by the Restaurant from ALL EAT.

      4. 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 the applicable laws and regulations) on delivery or collection. 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 or collection occurs within the legal timeframe allowed for sale of alcohol.

      5. The Restaurant will provide each Customer with an official receipt and VAT receipt in respect of an Order at Customer’s request.

      6. The Restaurant takes full and sole responsibility for any allergies suffered by a Customer. 

    3. The Restaurant undertakes to check that any information contained in its menu or otherwise provided to ALL EAT for inclusion on the website and application are always accurate and complies with all applicable laws and regulations, and up to date.

    4. The Restaurant must provide and update ALL EAT with details of any Allergen Information in relation to the dishes that the Restaurant prepares. It is the Restaurant’s sole responsibility to provide this information to ALL EAT without delay, and check that the website and application contain the correct Allergen Information. In the event of any information provided inaccurately, the Restaurant takes full responsibility.   ALL EAT reserves the right to suspend the Restaurant from the website and application or terminate this Agreement immediately for any breach of this Agreement. 

    5. The Restaurant shall be solely responsible for ensuring that the information displayed on the website and application are accurate and up to date and corresponds exactly to the information contained in the menu.  The Restaurant must report to ALL EAT any errors in the menu information or profile displayed on the website and application or any changes to the menu.

    6. The Restaurant must inform ALL EAT of its hours of operation, and if there are any changes for Opening hours.  If the hours of operation are stated on the menu, ALL EAT shall be entitled to treat these as the Opening hours unless the Restaurant informs ALL EAT otherwise.

    7. The Restaurant must remain online and able to accept Orders using the Product and equipment always during the Opening hours, save in case of closures for emergencies or planned closures, the duration of which has been communicated to ALL EAT in advance.  Where closures are planned, the Restaurant must provide ALL EAT with a date from which Opening hours will return to normal.

    8. The Restaurant must use its best efforts to accept all Orders.

    9. ALL EAT is entitled to charge the Restaurant.

    10. ALL EAT network server annual fee: 12 months free, but 10% discount given to customers who place orders through ALL EAT APP.

    11. Any equipment (such as printer) fee (If the Restaurant needs it)

    12. Approximately £1.00 Bank Charge for online transfer fee for every card Order made on the website and application, which will be deducted before ALL EAT, pays any money owed to the Restaurant.

  4. CHANGES TO OWNERSHIP AND BANK ACCOUNT DETAILS
    1. The Restaurant must notify ALL EAT 10 working days in advance of 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 ALL EAT may result in ALL EAT paying monies to a Bank account controlled by the outgoing owner or an incorrect Bank account.  The Restaurant shall fully indemnify ALL EAT and hold ALL EAT harmless against any losses, damages or claims made against ALL EAT by the new owner or otherwise incurred by ALL EAT due to any failure by the Restaurant to provide timely notification of a change in accordance with this clause.

  5. RESTAURANT REVIEWS

7.1           The Restaurant agrees that ALL EAT may display on the website and application ratings and comments provided by Customers regarding the Restaurant or an Order.

  1. ALL EAT will only remove those reviews that ALL EAT determines in its sole discretion contain explicit, offensive or derogatory language or otherwise breach ALL EAT’s review guidelines from time to time.  The Restaurant agrees that ALL EAT is under no obligation to remove or edit any other reviews.

  2. The Restaurant agrees that it shall not itself provide or cause any other party to provide any reviews that are fraudulent or otherwise breach ALL EAT’s review guidelines.

  3. To the fullest extent permitted by law, ALL EAT assumes no responsibility or liability to the Restaurant for any reviews.

  4. CONSENTS & COMPLIANCE WITH THE LAWS
    1. The Restaurant confirms and undertakes that it has obtained and maintains any consents, licences, permits, approvals or authorisations of any person that may be required about, 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 because of, signing this Agreement or performing any of its terms or generally running its business. The Restaurant shall fully indemnify ALL EAT and hold ALL EAT harmless against any losses, damages or claims made against ALL EAT.

    2. If the Restaurant’s business, name, brand or logo is or becomes subject to any license or franchise arrangements, the Restaurant confirms that it has obtained any required consents from its licensors or franchisors for the use and inclusion on the website and application of such business, name, brand or logo, and shall fully indemnify ALL EAT for any losses, damages or claims made against or incurred by ALL EAT due to any failure to obtain such consents.

    3. The Restaurant will notify ALL EAT immediately if any of the consents described in clause 8.1 or 8.2 are revoked or suspended, or the Restaurant is otherwise unable to rely on or benefit from any such consent for any reason.

    4. The Restaurant must 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 ALL EAT of such compliance upon request.

    5. The Restaurant must always comply with applicable security and data protection provisions when handling Customer information or receiving, processing and delivering Orders.

  5. MARKETING & EXCLUSIVITY
    1. The Restaurant agrees to market ALL EAT’s stickers or other relevant advertising material in accordance with ALL EAT’s guidelines and instructions.

    2. The Restaurant consents to receiving direct marketing communications relating to ALL EAT’s products or services or those of ALL EAT’s selected partners via email, post, fax or other means of communication.

    3. The Restaurant agrees to let All Eat to manage the Google business account or to be the Primary owner of the account.  

    4. The Restaurant agrees to give full permission to All Eat to use all of its Copywrite materials (videos, images etc) for publicity and promotion of its business.

    5. The Restaurant undertakes to refer positively to ALL EAT in relation to any publicity regarding the Orders and the Service in accordance with guidelines provided by ALL EAT, and must not at any time actively encourage Customers who have placed Orders to place a future Order directly with the Restaurant, nor attempt to direct Orders to the Restaurant through any website other than the ALL EAT’s website and application.

  6. INTELLECTUAL PROPERTY RIGHTS
    1. All intellectual property rights in or arising out of or about the service, the product or the website shall be owned by ALL EAT and nothing in this Agreement shall constitute a transfer of those intellectual property rights to the Restaurant.

    2. The Restaurant grants ALL EAT a licence to use the Restaurant’s name, menu, logo and other intellectual property rights for the purposes of providing the service for the duration of this Agreement.

    3. If a third party makes a claim against ALL EAT for the violation of the third party’s intellectual property rights relating to the Restaurant’s name, menu, logo and other material provided by the Restaurant, The Restaurant shall fully indemnify and keep ALL EAT indemnified against any losses, damages or claims of any nature and all costs resulting therefrom.

  7. ALL EAT WEBSITE
    1. ALL EAT intends to make the website and application available and functional for 24 hours of the day.

    2. ALL EAT is entitled to interrupt access to the website and application at any time and without notice to maintain and update the website and application. In connection therewith, ALL EAT shall use reasonable endeavours to ensure that such interruption is as brief as possible and if possible takes place at a time when the number of orders is at a minimum.

  8. BREACH OF OBLIGATIONS BY THE RESTAURANT
    1. If, in ALL EAT’s sole opinion, the Restaurant is in default of its obligations under this Agreement or otherwise operates in a manner which is harmful to ALL EAT’s business, goodwill or reputation (including and without limitation) because of:

12.1.1      The Restaurant being unable to receive or process Orders due to the product being switched off, not receiving a GPRS signal or malfunctioning or repeatedly refusing Orders.

12.1.2      The Restaurant actively encourage Customers who have placed Orders to place a future Order directly with the Restaurant, nor attempt to direct Orders placed with the Restaurant through any website other than the ALL EAT’s website and application.

12.1.3      During this 12 months Agreement period, the Restaurant refused to help ALL EAT’s promotion.

12.2         ALL EAT reserves the right to terminate this Agreement with immediate effect following the above clauses.

  1. TERM, TERMINATION & SURVIVAL OF OBLIGATIONS
    1. This Agreement comes into force when signed by both parties and has an initial term of 12 months, thereafter, it will automatically renew for successive 12 months periods unless terminated by any party on 1 months’ notice prior to the end of the initial term or any subsequent period, or otherwise in accordance with its terms.

    2. ALL EAT may at any time terminate this Agreement immediately by giving written notice to the Restaurant without further liability to the Restaurant, following a breach of this Agreement by the Restaurant. There is no refund for any fees that the Restaurant has been made to ALL EAT following termination of this Agreement.

    3. The Restaurant may terminate this Agreement by one month’s prior written notice to ALL EAT at any time. There is no refund for any fees that the Restaurant had made to ALL EAT following termination of this Agreement.

    4. ALL EAT will use reasonable endeavours to remove or disable the Restaurant’s website and application profile in 15 working days following termination of this Agreement.

  2. FORCE MAJEURE
    1. ALL EAT shall not be liable to the Restaurant because of any delay or failure to perform its obligations under this Agreement because of a Force Majeure Event. A “Force Majeure Event” means an event beyond the reasonable control of ALL EAT including but not limited to strikes, lock outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, import and export restrictions, faults, breakdowns or other operational interruptions.

  3. AGREEMENT
    1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understanding between them, whether written or oral, relating to its subject matter and no party shall have any claim for innocent or negligent misrepresentation based upon any statement in this Agreement.

  4. 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 and ALL EAT is entitled to use the Restaurant’s name as a reference. The Restaurant does not reserve the right to copy this Agreement, and must give the original Agreement back to ALL EAT. If any information in this Agreement is disclosed by the Restaurant to a third party without the expressed consent of ALL EAT, The Restaurant shall fully indemnify ALL EAT and hold ALL EAT harmless against any losses, damages or claims made against ALL EAT.

  5. INVALIDITY CLAUSE
    1. If any of the terms or conditions of this Agreement are declared wholly or partly invalid, illegal or unenforceable, the remainder of this Agreement shall remain in full force and effect and any wholly or partly invalid terms or conditions shall be modified to the minimum extent possible to make it valid, legal and enforceable. If there are any losses causes by any wholly or partly invalid terms or conditions, ALL EAT, and the Restaurant shall both take their part of responsibility. 

  6. GOVERNING LAW AND JURISDICTION
    1. This Agreement and any dispute or claim arising out or about 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. The parties agree to submit any dispute arising about this Agreement to the exclusive jurisdiction of the courts of United of Kingdom. (including any dispute or claim relating to non-contractual obligations).

 

PART C

  1. PRONOUNS; STATUTORY REFERENCES
    1. All pronouns and all variations thereof shall be deemed to refer to the masculine, feminine, or neuter, singular or plural, as the context in which they are used may require. Any reference to the Code, the Regulations, the Act, or other statutes or laws will include all amendments, modifications, or replacements of the specific sections and provisions concerned.

  2. INTERPRETATION
    1. In the event any claim is made by any Party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this agreement was prepared by or at the request of a particular Party or the Party’s legal representatives.

  3. REFERENCES TO THIS AGREEMENT
    1. Numbered or lettered articles, sections and subsections herein contained refer to articles, section and subsections of this Agreement unless o