The purpose of this Agreement is to establish a partnership whereby the Restaurant agrees to list and sell its surplus food and beverage items through the Platform's website & mobile application for online ordering and collection/delivery.
2. RESPONSIBILITIES
2.1 The Restaurant agress to:
Provide accurate menu, pricing, and business information.
Maintain hygiene and quality standards for all food items.
Update menu availability and stock in real time.
Prepare and pack food in a timely manner for pickup/delivery.
2.2 The Platform agress to:
Display the Restaurant's surplus food listings and related details on its digital platform.
Facilitate customer orders through its website and app.
Provide delivery logistics where applicable.
Remit payments to the Restaurant after deducting the agreed commission and taxes/charges as applicable
3. COMMISSION & PAYMENTS
The Platform shall charge a commission of 30% on every order placed.
The Restaurant agrees to pay an annual platform fee of INR 5,000 (Non-Refundable).
All applicable taxes, including GST, TDS, and service charges, shall be deducted as per applicable laws.
The Restaurant shall be paid for any order canceled within 2 hours of the collection start time. Orders canceled before that window will be refunded to the customer.
4. TERM AND TERMINATION
This Agreement shall remain valid for 12 months from the date of execution or go live date of LonelyBag.
Either party may terminate the Agreement with 30 days’ prior written notice.
In case of material breach, the Platform may suspend or terminate the partnership immediately.
If an order is not collected and is not canceled, the Restaurant shall be paid the full amount for the bag.
Restaurants with a rating below 3.0 (based on at least 20 customer reviews) will receive a warning. If the rating does not improve within 30 days, the Restaurant may be offboarded without refund of the annual fee.
Each bag's Maximum Retail Price (MRP) must not exceed INR 500. The listed (discounted) price must be between 20% to 50% off the MRP, and shall not exceed INR 250 for a bag.
Each bag’s Minimum Listing Price must not be less than INR 100.
The Platform acts solely as a facilitator. Ensuring the food is safe for consumption and maintaining quality is solely the responsibility of the Restaurant.
The Platform operates on a T+14 day settlement cycle.
The Platform reserves the right to refund customers for issues reported with their orders. The reason for the refund will be communicated to the Restaurant for ensuring transparency.
Any Restaurant found inflating MRP or engaging in fraudulent or misleading behavior will be offboarded, and the annual fee will not be refunded.
The Restaurant will be blacklisted if it encourages customers to cancel orders and transact directly outside the Platform.
The Platform reserves the right to generate invoices on behalf of the Restaurant in compliance with applicable tax laws.
If the Restaurant cancels or reduces bag quantities after listing, the Restaurant shall bear any applicable transaction fees, which will not be refunded.The Restaurant shall not cancel or fail to fulfill any bag that has already been sold. Failure to fulfill a sold order shall result in:A penalty of the listed price of the bag plus the transaction fee paid by the customer per unfulfilled bag, Forfeiture of the revenue from the order,Potential offboarding from the Platform without refund of the annual fee in case of repeated violations (more than 2 instances within 60 days).
If the Restaurant cancels or reduces bag quantities after listing, the Restaurant shall bear any applicable transaction fees, which will not be refunded
5. INTELLUCTUAL PROPERTY
The Restaurant grants the Platform the right to use its name, logo, images, and menu content for promotional and listing purposes.
All intellectual property related to the Platform, including its technology, software, branding, and marketing assets, remains the exclusive property of the Platform.
6. CONFIDENTIALITY
Both parties agree to maintain the confidentiality of all operational, customer, pricing, and business information shared during the term of this Agreement.
7. DISPUTE RESOLUTION
Any disputes shall be resolved through arbitration in accordance with the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be Mumbai, India.
7. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of India. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
