Service Agreement:
Badnii platform ,Service Agreement with Healthy Kitchen/Restaurant / kitchen / kitchen
Parties:
1. Scope of Agreement:
a. The Platform will provide online mediation services between nutrition specialists and the Partner.
b. The Partner will offer food delivery.
2. Responsibilities of the Platform:
a. Maintain and operate the online platform, ensuring its functionality and accessibility.
b. Promote the Partner's services and products on the platform.
c. Facilitate communication and coordination between the Partner and nutrition specialists.
d. Process orders and payments through the platform.
e. Provide customer support for platform-related inquiries.
3. Responsibilities of the Partner:
a. Maintain a valid license/registration to operate as a healthy kitchen/restaurant / kitchen / kitchen .
b. Provide accurate and up-to-date information about the services, products, and pricing.
c. Ensure the quality and safety of the food.
d. Timely delivery of orders and adherence to agreed-upon delivery standards.
e. Cooperate with the Platform in marketing and promotional activities.
4. Roaming Programs:
a. The Partner agrees to participate in the Platform's Roaming Program, which allows customers to continue their meal programs with other participating restaurant / kitchen / kitchen s/kitchens in different rejoin and countries.
b. The Partner agrees to provide a fixed price for each meal to the Platform for the purposes of the Roaming Program. This fixed price will be agreed upon in writing by both parties and may be subject to review and adjustment as agreed upon by both parties.
c. The Partner acknowledges that the fixed price for each meal will be used by the Platform to facilitate the continuation of meal programs for customers traveling to different countries.
d. The Partner agrees to honor the Roaming Program for any customers referred by the Platform, and to provide meals at the agreed-upon fixed price.
e. The Partner shall be responsible for the delivery of meals to the customers under the Roaming Program. All costs associated with the delivery of meals shall be borne by the Partner
f. The prices can be for one day, weekly or monthly
5. Intellectual Property:
a. Each party retains all rights to their intellectual property. Any use of the other party's intellectual property must be agreed upon in writing.
b. Restaurant / kitchen / kitchen s are strictly prohibited from using the meals or recipes available on the Badnii platform for any commercial purposes that generate profit without obtaining prior written consent from the platform. Any violation of this clause may result in legal action and termination of the restaurant / kitchen / kitchen 's access to the platform.
6. Commission and Payments:
a. The Platform shall be entitled to a commission for each successful transaction facilitated through the platform.
b. Commission Percentage: The Platform shall receive a commission of 15% of the total order value (excluding taxes , bank transfer fee and currency deference’s rates) for each successful transaction facilitated through the platform.
c. Badnii reserves the right to adjust the commission rates in response to market conditions or platform improvements. However, any adjustments to the commission rate will be made with the following conditions:
d. Notification: Partner will receive at least 30 days' notice of any changes to the commission rate.
e. Fairness and Transparency: Any changes in commission rates will be made transparently and in a manner that ensures partner are not unfairly impacted. Badnii will strive to minimize any negative impact on the specialist's earnings.
f. Consultation: Partner will have the opportunity to provide feedback on any proposed changes to the commission structure, and Badnii will take this feedback into consideration before implementing any modifications.
g. Transfer and Currency Fees: Any transfer charges or currency exchange fees incurred during payment transfers will be the responsibility of the partner. Payments will be transferred to the specialist's account in USD (US Dollar).
h. Currency and Payment Method: The currency in which the fees will be calculated and the preferred payment method (e.g., bank transfer, PayPal, etc.) should be indicated.
i. Taxation and Deductions: The Specialist is responsible for complying with applicable tax regulations and reporting their income. Any applicable taxes, deductions, or transaction fees should be clearly outlined.
j. Payment Reconciliation: The platform shall provide statements or reports to the Specialist, detailing the services rendered, fees earned, and the commission deducted for transparency and record-keeping purposes.
k. The outbound transfer will be in USD.
l. Commission Calculation: The commission will be calculated based on the total order value after deducting any discounts, promotions, back transfer fee or tax applied.
7. Payment Terms:
a. Payment Schedule: The Platform will disburse commission payments on a monthly basis, within 15 working days after the end of each calendar month.
b. Payment Method: Commission payments will be made via bank transfer to the Partner's designated bank account. The Partner shall provide the necessary bank account details, including account number, bank name, and branch.
c. Invoice Requirements: The Partner shall provide detailed monthly invoices, including transaction information such as order numbers, order dates, and total order values. Invoices must be submitted within 5 days after the end of each calendar month to initiate the commission payment process.
d. Currency and Conversion: Commission payments will be made in the UDS currency. Any currency conversion fees or charges will be borne by the Partner.
e. Payment Reconciliation: In the event of any discrepancies or errors in commission calculations, the Partner must notify the Platform within 10 days of receiving the commission statement. Both parties will work together in good faith to reconcile and resolve any payment discrepancies.
f. Payment for Partner's services/products shall be facilitated through the platform, and disbursements will be made to the Partner as per agreed-upon payment terms.
8. Cancellation and Refund Policy
Customers are entitled to cancel or change the restaurant / kitchen / kitchen associated with their program:
· The cost of any meals already delivered.
· Delivery charges for those meals.
· The meal will be account based on daily prices bases
· The platform will detect 15% from the total of delivered meal prices
Refunds will be facilitated through the platform and adjusted from the restaurant / kitchen / kitchen ’s payment balance as necessary.
9. Confidentiality and Data Protection:
a. Both parties shall maintain the confidentiality of any sensitive information shared during the collaboration and not disclose it to any third parties.
b. Both parties agree to comply with all applicable data protection and privacy laws in relation to any personal data processed as part of this agreement.
10. Indemnification
Each party agrees to indemnify, defend, and hold harmless the other party from and against any and all claims, losses, damages, liabilities, penalties, costs, and expenses (including reasonable attorney’s fees) arising out of or related to any breach of this Agreement or failure to fulfill their obligations hereunder. Specifically, the Restaurant / kitchen / kitchen / Kitchen agrees to fully indemnify and hold harmless Badnii against any direct or indirect harm resulting from:
A. Providing meals that do not meet the health or nutritional standards specified by the assigned nutrition specialist.
b. Causing foodborne illnesses or adverse health effects due to negligence in food storage, preparation, or hygiene.
c. Violations of applicable food safety laws, health regulations, or local operating licenses.
d. Any conduct or behavior by restaurant / kitchen / kitchen staff that may damage the reputation of Badnii or negatively affect customer experience.
e. Breach of agreed service quality, including repeated delays, order cancellations, or poor delivery performance.
Badnii reserves the right to take appropriate action, including suspension or termination of the restaurant / kitchen / kitchen ’s access to the platform, in the event of repeated violations or severe harm caused by the restaurant / kitchen / kitchen ’s actions.
11. Force Majeure:
a. Neither party shall be held liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, strikes, labor disputes, government actions, wars, civil disturbances, or internet and communication failures.
b. The affected party shall promptly notify the other party of the occurrence of such an event and make reasonable efforts to resume performance as soon as practicable.
12. Term and Termination:
a. This Agreement becomes effective upon the restaurant / kitchen / kitchen ’s electronic acceptance via the platform and shall remain in force until terminated in accordance with its terms.
b. Either party may terminate this Agreement by providing written notice through email or the platform interface, with a notice period of sixty (60) days prior to the intended termination date.
13. Amendment:
a. Badnii reserves the right to modify the terms of this Agreement at any time.
b. The restaurant / kitchen / kitchen will be notified of any material changes via the platform or email. Continued use of the platform constitutes acceptance of the updated terms.
14. Warranties and Representations:
a. The restaurant / kitchen confirms that it has the full legal authority to enter into this Agreement, and that electronic acceptance shall be legally binding as if signed in writing.
b. The restaurant / kitchen also confirms that all information provided to the platform is accurate and up to date at the time of registration.
15. Governing Law and Dispute Resolution:
a. This Agreement shall be governed by and construed in accordance with the laws of the Sultanate of Oman.
b. Both parties will seek to resolve any disputes amicably. If an amicable resolution is not possible, the matter may be referred to arbitration or the competent courts of Oman.
16. Entire Agreement:
a. This electronic Agreement constitutes the entire understanding between Badnii and the restaurant / kitchen and supersedes any prior agreements or understandings related to its subject matter.
b. Electronic acceptance of this Agreement shall be legally binding and treated the same as a signed hard copy agreement.
17. Electronic Acceptance
a. By checking the box below (☑), the restaurant / kitchen confirms that it has read, understood, and agreed to all the terms and conditions of this Agreement, and acknowledges that it is legally bound by them.
