Restaurant Partnership Agreement

This Partnership Agreement (“Agreement”) is entered into as of ___________ (Date), by and between:

VapVap Eats, a company incorporated and registered in Aruba, with its principal office located at ____________ (Your Company Address) (hereinafter referred to as “VapVap Eats” or “Platform”), and

[Partner Restaurant Name], a business established and operating at ___________ (Restaurant Address) (hereinafter referred to as “Partner Restaurant”).

1. Agreement Overview

This Agreement outlines the terms and conditions governing the partnership between VapVap Eats and the Partner Restaurant for the provision of food delivery services in Aruba.

2. Term and Termination

  • Effective Date: This Agreement shall commence on the date of signing by both parties.
  • Term: The Agreement will remain in effect until terminated by either party.
  • Termination:
    • By VapVap Eats: VapVap Eats may terminate this Agreement with immediate effect if the Partner Restaurant fails to meet service standards, breaches health regulations, or violates any terms of this Agreement. Termination requires written notice specifying the breach and a reasonable opportunity to remedy the situation, where applicable.
    • By Partner Restaurant: The Partner Restaurant may terminate this Agreement by providing 30 days’ written notice to VapVap Eats. Any outstanding payments or issues must be resolved before termination is finalized.
    • Post-Termination Obligations: Upon termination, the Partner Restaurant must settle any outstanding payments and address any unresolved customer complaints.

3. Services Provided by VapVap Eats

  • Platform Access: VapVap Eats will provide the Partner Restaurant with access to its online platform, enabling the restaurant to receive and manage customer orders.
  • Order Processing: VapVap Eats will process orders placed through the Platform and facilitate the delivery of food to customers.
  • POS Devices: VapVap Eats will provide POS (Point of Sale) devices to the Partner Restaurant for use in managing orders. The first six months of POS device usage will be provided at no charge. After this period, a monthly fee of 35 Florins will apply.

4. POS Device Care and Replacement

  • Care of Devices: The Partner Restaurant agrees to handle POS devices with care and ensure they are used in a manner that prevents damage. Devices must be maintained in good working order.
  • Fines for Damage: If a POS device is damaged due to negligence, misuse, or improper handling by the Partner Restaurant, a fine of 200 to 300 USD will be imposed, depending on the extent of the damage.
  • Replacement Policy: If a POS device breaks or malfunctions due to reasons beyond the Partner Restaurant’s control, such as manufacturer defects or wear and tear, VapVap Eats will provide a replacement device at no additional cost.

5. Obligations of the Partner Restaurant

  • Food Quality and Safety: The Partner Restaurant agrees to maintain high standards of food quality and safety in compliance with Aruban laws and regulations. Food must be prepared and packaged securely to ensure freshness and safety during delivery.
  • Menu Accuracy and Pricing: The Partner Restaurant is responsible for ensuring that all menu items and prices listed on the VapVap Eats Platform are accurate and up-to-date. Any changes to the menu or pricing must be promptly updated on the Platform.
  • Order Fulfillment: The Partner Restaurant agrees to prepare orders accurately and have them ready for pickup within the specified time frame. Delays or inaccuracies may be subject to review and potential penalties as outlined in VapVap Eats’ policies.
  • Compliance with Laws: The Partner Restaurant must comply with all applicable Aruban laws and regulations, including those related to food safety, health codes, business licensing, and labor laws.

6. Payments and Fees

  • Commission: VapVap Eats will charge a commission of 18% on each order placed through the Platform. This commission will be deducted from the total order amount before payment is made to the Partner Restaurant.
  • POS Device Fee: The Partner Restaurant will receive POS devices at no charge for the first six months. After this period, a monthly fee of 35 Florins will apply for continued use of the POS devices.
  • Florins per Order: An additional fee of 0.5 Florins will be applied per order.
  • Payment Terms: VapVap Eats will remit payments to the Partner Restaurant on a [Payment Schedule] basis, following the reconciliation of orders and fees. A detailed payment schedule will be provided, outlining the specific dates for payment.
  • Refunds and Chargebacks: In cases where refunds or chargebacks are issued, the Partner Restaurant agrees to bear the responsibility for associated costs, in accordance with the procedures outlined in VapVap Eats’ policies.

7. Liability and Indemnification

  • Limitation of Liability: VapVap Eats shall not be liable for any issues related to food quality, order accuracy, or any other matters directly arising from the preparation, handling, or delivery of food by the Partner Restaurant. This includes claims related to foodborne illnesses, allergic reactions, or dissatisfaction with food quality.
  • Indemnification: The Partner Restaurant agrees to indemnify, defend, and hold harmless VapVap Eats, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses, including reasonable legal fees, arising from or related to:
    • Food Safety Issues: Claims related to foodborne illnesses or health issues caused by food prepared by the Partner Restaurant.
    • Order Disputes: Disputes and claims from customers regarding incorrect orders or issues related to food quality.
    • Non-Compliance: Any failure by the Partner Restaurant to comply with Aruban laws, including health regulations and food safety standards.

8. Dispute Resolution

  • Mediation and Arbitration: Any disputes arising under this Agreement will first be resolved through mediation. If mediation fails, disputes will be resolved through binding arbitration in accordance with the rules of the Aruban Arbitration Institute.
  • Jurisdiction: This Agreement shall be governed by the laws of Aruba, and any legal disputes shall be resolved in the courts of Aruba.

9. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary business information and customer data shared during the course of this partnership. This obligation will survive the termination of this Agreement.

10. Force Majeure

Neither VapVap Eats nor the Partner Restaurant shall be liable for delays or failures in performance due to events beyond their reasonable control, including natural disasters, government actions, or other force majeure events.

11. Amendments

VapVap Eats reserves the right to amend this Agreement. Any amendments will be communicated in writing to the Partner Restaurant, and continued participation in the Platform will constitute acceptance of the updated terms.

12. Miscellaneous Provisions

  • Entire Agreement: This Agreement constitutes the entire understanding between VapVap Eats and the Partner Restaurant and supersedes all prior agreements or understandings, whether written or oral.
  • Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
  • No Waiver: The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of the right to enforce that or any other provision.

13. Signatures

By signing below, both parties agree to the terms and conditions outlined in this Partnership Agreement.

VapVap Eats
Signature: ___________________________
Name:
Title:
Date: ___________________________

[Partner Restaurant Name]
Signature: ___________________________
Name:
Title:
Date: ___________________________