General Terms and Conditions for Kitchens

Effective as of 7 June 2024

SECTION A. Definitions

Capitalised words in the Agreement have the following meanings:

Agreement: means the registration form or otherwise, the General Terms and Conditions for Kitchens and, insofar as applicable, other terms, policies, notices, guidelines, and forms referenced herein or otherwise available on the Platform or by hyperlink.

Business Day: means a weekday that is not a public holiday in the relevant operating country of the Platform.

Card Order: means an Order that is not a Cash Order.

Chargeback: means a fee charged to us by a financial institution (e.g. a Customer’s card issuing bank or merchant acquirer) in relation to the reversal of a card transaction.

Customer: a natural person or legal entity who has used the Platform to place an Order.

Data Protection Legislation: means the PDPA and/or any legislation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them, and all other applicable laws relating to processing of personal data and privacy that may exist in any relevant jurisdiction, including, where applicable, the guidance and codes of practice issued by supervisory authorities. “data controller”, “data processor”, “data subject”, “personal data”, “personal data breach”, “processing”, and “appropriate technical and organisational measures” will be interpreted in accordance with the Data Protection Legislation.

Fees: means the commission fee, administration costs and, if applicable, other fees specified on the registration form or otherwise confirmed by us in writing or charged to you by us for the Services.

Force Majeure Event: means an event beyond the reasonable control of either party including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or a third party), failure of a material
utility service or transport network, act of God, war, riot, act of terrorism, civil commotion, epidemic or pandemic, malicious damage by a third party, compliance with any law or governmental order, rule, regulation or direction by a third party, material accident, cyber-attacks, breakdown of plant or machinery, fire, weather phenomena (e.g.: lightning, ice, flooding, heavy snowfall) or capacity problems.

Goods: means the dishes, menu items and products offered by you.

Gross Order Value: means the total amount charged by you to the Customer for an Order.

IPRs: mean any and all intellectual property rights of any nature anywhere in the world whether registered, unregistered, registrable or otherwise, including any Trademark.

Kitchen: means the home-based food business operated by you from which Goods are prepared pursuant to Orders placed by Customers via the Platform.

Kitchen Dashboard: means the online portal https://manychef.com/sg/dashboard and any accompanying apps, tools and services made available by ManyChef to you for managing your business on the Platform.

Kitchen Information: means the information about your Kitchen and includes KYC Information, the information about your Goods, menu, address, opening hours, contact details, and may, at our request, include a complete set of records to trace the supply chain of all Goods and services you provide.

KYC Information: means all documents and data required by ManyChef in compliance with know-your-customer obligations.

Order: means an order for Goods placed by a Customer via the Platform.

Payment Partner: means a Kitchen that receives the Payment Services.

Payment Services: means collecting and securing on your behalf payments from Customers and transferring these payments to you or ManyChef; as well as the managing and processing of refunds on your behalf.

Payout: means the transfer of your Kitchen’s earnings into your Stripe account at a regular schedule selected by you.

Platform: means any of the ManyChef websites and its affiliated websites, mobile applications and ordering platforms, including any website we may create for you.

Premises: means the physical premises at which the Kitchen operates.

Preparation Time: means the estimated preparation time indicated by you via the Kitchen Dashboard and displayed to customers prior to placing an Order.

Reports: means records of transactions and statements of your earnings that you can access at any time from the Kitchen Dashboard.

Sanction Lists: means overviews of sanctioned countries, persons and entities and issued by organisations such as the United Nations, European Union or by national authorities in the countries we provide the Payment Services.

Services: has the meaning given in Clause 2.1

Trademark: means the word “ManyChef” and any other registered or unregistered trademarks and logos used by us or any Affiliates, separately and in combination (whether registered or not), and references to “our Trademark” are references to the Trademark.

These General Terms and Conditions for Kitchens apply between you and ManyChef (“us” or “we”). The term “you” or “Payment Partner” means you individually or the entity you represent in accepting the Agreement.

SECTION B. GENERAL TERMS

1. INTERMEDIARY ROLE

1.1. We provide the Services to you, as a result of which legally binding contracts for the sale of Goods to Customers will be concluded. Our role in the conclusion of these contracts is that of an intermediary on your behalf; we are not a party thereto. All payment obligations for an Order are obligations of the Customer and your sole recourse for any payment disagreement is against the Customer.

1.2. You recognise and acknowledge that ManyChef also represents and acts on behalf of other home kitchens or professionals that may be your direct competitors.

2. OUR OBLIGATIONS

2.1. We will provide to you:
(a) an order processing service which enables Customers to place Orders at your Kitchen via the Platform;
(b) the Payment Services for all Card Orders made on the Platform;
(c) the Kitchen Dashboard for managing your business on the Platform and to receive and process Orders; and
(d) other services as may be agreed from time to time,
(together, the “Services”)

2.2. We will do the following for you:
(a) provide guides to enable you to use the Kitchen Dashboard;
(b) provide you with access to support team services;
(c) manage, process and collect on each Kitchen’s behalf any necessary refunds for Orders which are to be paid to Customers in accordance with our refund policy.

2.3. We will charge you the Fees that are specified on the sign up page or otherwise.

3. MARKETING

3.1. In order to promote your Kitchen, you agree that we will use your name, logo, Kitchen Information and other intellectual property for the purpose of marketing activities during and after the Term. Specifically, we may:
(a) unless you advise us otherwise, engage in search engine optimisation and search engine marketing to promote your Kitchen on the Platform using your brand name or other keywords relating to your Kitchen, and display your brand name or menu in search results (including on online maps) or by adding links to the Platform in search engine results for your brand;
(b) create and promote a webpage using your brand, menu and logo.
(c) link that webpage, or any other online assets controlled by you (such as Google My Business pages) to the Platform to enable customers to place Orders;
(d) include your Kitchen in promotional activity through several marketing channels (physical and digital), including (third-party) affiliated platforms, and will use your approved logo and Kitchen Information in these activities; and
(e) provide you with various marketing collateral and guidelines on how you may use this collateral to promote your business and your association with us.
(f) From time to time, we may send you direct marketing communications relating to our products or services. You can opt-out from this marketing at any time by unsubscribing from the email.

4. RATINGS

We will display on the Platform ratings of your Kitchen computed by an algorithm using data that include your sales volume, acceptance rate, cancellations and refunds and more. Rating scores are automatically computed and displayed on the Platform in real-time and no manual intervention is possible.

5. RANKING PARAMETERS

We use various ranking parameters, including ratings, on the Platform to determine the order and prominence in which kitchens and Goods appear in search results in response to a Customer’s search.

6. DIFFERENTIATED TREATMENT

We may charge different kitchens differing Fees or Fee structures dependent on various factors. We do this as it is part of operating a commercial business across a range of kitchen partners.

7. REGISTRATION TO THE PLATFORM

7.1 You can register to the Platform by submitting a completed registration form to us including all required details. Any Agreement for the provision of the Services is subject to ManyChef having confirmed the receipt and approval of all required details including information requested for in the Kitchen profile pages.

7.2 We can refuse a request for the registration of a Kitchen at our sole discretion.

7.3 You may only register a maximum of one (1) Kitchen on the Platform per address, regardless of whether there are physically separated (operational) kitchens on the Premises.

7.4 By registering to the Platform, you guarantee that you are not bankrupt, nor under insolvency or restructuring procedures, that no moratorium of payments has been granted and that you are not subject to investigation or prosecution by any authority.

7.5 After the acceptance and complete processing of a registration, we will provide you with access to the Kitchen Dashboard. In the Kitchen Dashboard, we will publish information relevant to you, such as your orders, earnings and reports.

7.6 From time to time, we shall check all Kitchens and their owners against the Sanctions Lists and will perform a client due diligence assessment. If you or your owners are present on one of these lists or if, on the basis of the client due diligence assessment, we otherwise determine that the services cannot be performed, we may restrict, suspend, or terminate part of, the Services, or terminate this Agreement, in accordance with Clause 14.1 or 14.3 (as applicable).

7.7 Access to the Kitchen Dashboard is personal and confidential. You must at all times keep your log-in credentials and authentication methods confidential and secure and must only provide access to the Kitchen Dashboard to your authorised co-workers or representatives. You are at all times responsible for your use of the Kitchen Dashboard and any use of your accounts and the settings of your accounts on the Kitchen Dashboard. Any actions on your Kitchen Dashboard account will be deemed by us to be authorised activity on behalf of your Kitchen.

8. YOUR OBLIGATIONS

Obligations to ManyChef

8.1. You must supply the Kitchen Information that we request, and you must ensure that the Kitchen Information is always accurate and kept up to date. The Kitchen Information you provide will be reproduced and displayed to Customers on the Platform and/or search engines (e.g. Google) for the purposes of marketing activities. We reserve the right to correct any obvious spelling or formatting errors in the Kitchen Information being reproduced, but you retain full responsibility for ensuring the accuracy of this Kitchen Information and for ensuring that it is up to date at all times.

8.2. Where appropriate and possible, you are authorised to make changes to certain parts of the Kitchen Information and manage your listing on the Platform yourself. We do not undertake to check and are not responsible or liable for checking Kitchen Information provided or changes made and you remain at all times fully responsible and liable for any Kitchen Information provided or changes made, the accuracy and completeness of Kitchen Information and compliance of Kitchen Information with all applicable laws and regulations in this regard. Where it is not possible or authorised to make such changes yourself, you must communicate changes to the Kitchen Information to us at least fourteen (14) days before they are scheduled to take effect, so that we can process the amended Kitchen Information as displayed on the Platform.

8.3. You may not include any links to third party websites or advertisements on the Platform and will not use SEA (Search Engine Advertising) and/or similar services using the Trademarks without our explicit consent.

8.4. You must provide accurate details of your Goods as may be required by applicable law and regulations. You agree that you will solely be responsible for any discrepancies between the information provided on the Platform and the completed Goods and any adverse effect resulting out of such discrepancies.

8.5. You must immediately inform us if any food inspection authority or any other authority establishes an offence by you or your helpers under applicable foodstuff legislation or any other legislation or regulations.

8.6. For “Self-Collect” orders, if a Customer at the time of collection raises a discrepancy in an Order you must work with the Customer to resolve the complaint quickly. If you are not able to rectify the discrepancy, you must issue a reimbursement of a mutually agreed-upon amount for the affected item(s) from the Kitchen Dashboard. We will process the reimbursement within twenty-four (24) hours and depending on the Customer’s card issuer, it may take up to ten (10) days for the refund to be reflected in the Customer’s statements. For “Delivery” orders, you agree that ManyChef shall at its own discretion, determine and process on your behalf discrepancy claims that are below $25 and which are submitted by the customer through their ManyChef account, and shall reach out to you via email as part of the resolution process for discrepancy claims amounting to $25 and above.

8.7. You may not use any marketing materials containing logos/branding of our competitors in connection with fulfilling any Orders.

8.8. If we have incurred costs as a result of a complaint about your Goods, services or conduct (including where you have rejected an Order), you will be obliged to reimburse us in full for those costs.

8.9. The Kitchen Dashboard always remains our property, or that of our licensors. We may upgrade or alter the Kitchen Dashboard software at any time, and we may remotely access the Kitchen Dashboard at any time for any lawful reason, in particular for troubleshooting. You are authorised to use this software in accordance with any end-user licence which we give you notice of from time to time. You must not reverse engineer, decompile, disassemble, reproduce or otherwise misuse the Kitchen Dashboard software.

8.10. During the Term, you must not:
(a) operate your business in a manner which is, harmful to our business, goodwill or reputation;
(b) engage in any act or omission which is harmful to our business, goodwill or reputation; or
(c) do or say anything derogatory that might bring us into disrepute or adversely affect our reputation.
(d) behave in an indecent or unrespectful manner towards customers, our employees or suppliers;
If you are in breach of this Clause 8.10, we may restrict, suspend, or terminate part of, the Services, or terminate this Agreement, in accordance with Clause 14.1 or 14.3 (as applicable).

8.11 You are responsible for the quality of the Goods, and you will ensure that they are of good merchantable quality, not expired and safe for consumption and/or use, and in the case of “Delivery” orders, you are further responsible for the timeliness of the delivery and the condition of the delivered Goods.

8.12 For the avoidance of doubt, no Goods, including but not limited to the age restricted goods such as alcohol, pharmaceuticals or tobacco or smoking products will be made available on the Platform unless such offering is proposed in writing and approved by us, considering that such approval can be refused by us, or made subject to certain conditions, in our sole discretion.

8.13 Any Kitchen which lists and sells Goods which require a licence, or is subject to certain rules such as time or volume restrictions, buyer verifications or age restrictions (as applicable), must ensure that they hold the required licences or adhere to the said rules, and will provide to us such details on request. We are not responsible for the compliance of any legal requirement or condition imposed on you by law and regulations.

Obligations to Customers

8.14. You agree to receive, process, prepare and package Goods in a timely manner, using skill, care, diligence and quality consistent with best industry practices and all applicable laws, rules, requirements and regulations.

8.15. The Goods included in the Order must correspond to what is stated in the Order as received by you without error, and be in good and fair quality within the description of the Order. You will prepare, handle and package the Goods ordered by Customers on the Premises and with all reasonable care and skill, making sure that the Goods are:
(a) safe to eat;
(b) of the standard expected;
(c) hygienically made, packaged, contained in such way that (e.g. appropriate temperature and environmental thresholds, appropriate segregation of products) which does not compromise their quality or safety;
(d) in the case of “Self-Collect” orders, available for collection by the Customer for a duration of at least sixty (60) minutes from the time you marked the order as Ready, or anytime before the end of their scheduled collection time-slot, whichever is later, or in the case of “Delivery” orders, delivered to the Customer’s address inside the scheduled delivery time-slot;
(e) made in accordance with additional reasonable instructions provided by the Customer (with the Customer comments included in the Order); and
(f) made with the correct ingredients as communicated to Customers.

8.16. You will ensure that potentially hazardous foods and perishable foods are properly prepared and packaged to avoid cross-contamination (i.e. separating raw foods from cooked foods; meat from non-meat, warm/hot food from cold/frozen food; non-allergen foods from allergen foods; foods for people from pet foods; foods from household chemicals and personal care products; etc.) and to maintain temperature controls during transportation.

8.17. You acknowledge and agree that once a Customer has placed an Order via the Platform, a contract for the supply of Goods has been created between you and the Customer, and you must fulfil an Order placed by a Customer in accordance with the Order details. If you do not prepare an Order you receive within a reasonable timeframe, or if you otherwise fail to comply with your obligations under this Agreement, we may take any reasonable action we see fit (including refunding the Customer on your behalf and at your expense) in order to mitigate a negative customer experience.

8.18. You must be available to accept, and in fact expected to accept, all Orders received from us and to be contacted via WhatsApp and email whenever you set your Kitchen status to “Open” in your Kitchen Dashboard. If you are unable to accept Orders, you must change your kitchen status to “Closed” so Customers cannot place Orders. If you cannot provide one or more menu items contained in an Order, you must reject the Order, and immediately change the status of the unavailable menu item(s) to “Out of Stock” from your Kitchen Dashboard. If you cannot fulfil an Order that has been placed, you must immediately reject it by selecting “Reject” on your Kitchen Dashboard.  Rejection of Orders should be avoided as much as possible as each rejection will negatively affect the rating score of your kitchen, which is algorithmically computed by the Platform.

8.19. Non-compliance with Clauses 8.14, 8.15, 8.16, 8.17 or 8.18 gives us the right to suspend provision of Services.

General

8.20. You must comply with, and ensure your employees’, agents’ and contractors’ compliance with, your obligations under this Agreement.

8.24. You must follow any reasonable instructions we give you in relation to the performance of your obligations under this Agreement, including the use of the Kitchen Dashboard.

9. PAYMENTS FROM CUSTOMERS

Fees & Invoicing

9.1. Where we receive payment from Customers for Card Orders, the payment received (the Gross Order Value) less any Fees charged by us (in respect of any Order), will be held on your behalf until it is payable to you.
9.2. We will provide Reports that you access at any time from the Kitchen Dashboard which include:
(a) the aggregate Gross Order Value of all Orders,
(b) the Fees we are charging you. These may include amounts which we have given you due notice are chargeable to you in accordance with the Agreement; and
(c) any balance brought forward from, and any amounts paid or received by us since the date of the previous Payout to you.

Payments

9.3 We will set off any amounts owed to us by you (including late payment interest and cost) against any amount owed to you by us at any time. We may also withhold certain amounts, costs and expenses from any amounts we hold on your behalf, such as: (i) any Chargebacks (and associated costs and expenses); (ii) any other cost or expense which we incur or reasonably expect to incur as a result of a breach by you of this Agreement, or as a result of any apparent fraudulent activity in relation to
your Kitchen; and/or (iii) any amounts where we are, or expect to be, ordered to do so by a competent authority. If we make any withholdings, we will do only for so long as is reasonable, and (if applicable) we will make a credit to you in the next Payout after it becomes clear that we will not incur any liability in respect of it. If we do incur loss or liability, we will retain the amount withheld to the extent of the loss or liability.

9.4 We may charge you monthly interest at 5% (five percent) per annum on any unpaid amount from the payment due date until the earlier of the date that the amount is set off or the amount is received by us. You acknowledge that the late payment interest is a genuine estimate of our loss caused by your late payment. You are also liable for any collection costs incurred by us in connection with the recovery of any overdue payment, and for any costs that we have additionally incurred to this end.

10. CONFIDENTIAL INFORMATION

10.1. You and we (and our respective officers, employees, agents and advisers) (the “Receiving Party”) must keep in safe storage and not use or disclose for purposes not contemplated by this Agreement each other’s Confidential Information (the “Disclosing Party”), and the Confidential Information of any Affiliate of the Disclosing Party. For the purposes of this clause, “Confidential Information” means any information, data or material which relates to the business or affairs of the Disclosing Party (or Affiliate or business contacts). To be clear, Confidential Information includes:
(a) the Customers’ Personal Data;
(b) all data stored on the Platform or any information technology systems owned or operated by ManyChef relating to the Platform;
(c) the terms of this Agreement; and
(d) the functionality of the Kitchen Dashboard software.

10.2. The restrictions in Clause 10.1 do not apply to:
(a) any disclosure by us to any of our Affiliates;
(b) any use or disclosure authorised by the Disclosing Party or by law;
(c) any information which is already in, or comes into, the public domain other than through the Receiving Party’s unauthorised disclosure; or
(d) any Confidential Information which is required to be disclosed by law or order of a court, provided that before making any disclosure, the Receiving Party will give written notice to the Disclosing Party of the reasons for and nature of the disclosure, and will give the Disclosing Party a reasonable opportunity to consider the same and will, at the expense of the Receiving Party, do all things the Disclosing Party may reasonably request.

10.3. This Clause 10 shall remain in full force and effect for a period of 5 (five) years after the termination of
this Agreement.

11. INTELLECTUAL PROPERTY

11.1. You may not use our IPRs in relation to anything we have not given you express permission for. You may not use our IPRs on packaging, clothing, stationery, vehicles etc, unless you have our prior written permission. You may use items branded with our Trademark that we or our suppliers have provided to you, but you may only use them in accordance with our instructions.

11.2. You may not use our IPRs in relation to any business that are not registered or active on the
Platform.

11.3. If someone else claims or we have any other reason to believe that your use of information or designs on the Platform, including but not limited to logos, names, brand names, trademarks or any other information or designs infringes any right from us or any third party, you agree to follow any instruction we give you in relation to the use of this information or these designs. In case of disputes, this might mean we suspend the Services and/or you from the Platform in accordance with Clause 14.1 until the dispute is settled.

11.4. During the Term, you must not do or say anything derogatory that might bring our Trademark, business or brand into disrepute or adversely affect our reputation.

11.5. You must stop using our IPRs on our request as soon as this Agreement ends or the Services are suspended. This means that you must stop all use of our IPRs including taking down all in-shop references to our IPRs, and you must stop all on-line and print advertising connecting your business to our platform and IPRs.

11.6. By entering into this Agreement with us, you confirm to us that you have the right to use your brand name, logos and any other associated information and designs in relation to your Kitchen and the Platform, and that using your brand name, logos and any other associated information and designs will not bring you into conflict with anyone else. You grant us a royalty-free licence to use your name, logo and any other IPR (including intellectual property in any photographs or Restaurant Information) and the right to sublicense the same to third parties, to enable us to comply with our obligations under this Agreement, including the marketing activities detailed in Clause 3 above and you confirm to us that you have the ability to grant this licence to us. Your intellectual property will, however, at all times remain your property. Your licence to us will end when this Agreement ends, with the exception of any webpage we may create for you or any marketing activities or other use which we have already initiated or planned, and/or cannot reasonably be reversed or stopped, in which case the
license will continue to exist for the extent, and for as long as, reasonably needed.

12. LIABILITY & INSURANCE

12.1. Nothing in this Agreement will limit or exclude a party’s liability for: (i) death or personal injury caused by its own negligence, or the negligence of its employees, agents or contractors; (ii) fraud or fraudulent misrepresentation; or (iii) breach of any term implied by any statute or any liability which (in each case) cannot lawfully be limited or excluded.

12.2. Subject to Clause 12.1, we are not liable to you for: (i) any indirect damages, any loss of goodwill, reputation, business, profits, data, actual or anticipated income or profits or loss of contract or any indirect losses (loss is indirect if, at the time this Agreement was entered into, you and we knew it might happen); or (ii) any damages, costs, direct losses (loss is direct if it is obvious that it may happen), or indirect losses, which relate to faults, breakdowns or other interruptions to the ability of
Customers to place Orders for any reason.

12.3. Subject to Clause 12.1, our total liability to you in respect of any losses arising in connection with this Agreement howsoever caused is limited to an amount equal to an amount of money held by us on your behalf as at the date of the event giving rise to the claim.

12.4. You will compensate us in full against any charges (including Chargebacks), losses, damages or claims (and all related costs, (including legal fees), penalties, interest, expenses and other liabilities incurred by us in connection with a breach by you of this Agreement. In addition, you will compensate us and our Affiliates in full against any losses, damages, or claims (and all related costs, including legal fees), penalties, interest, expenses and other liabilities resulting from a third party claim against us or any of our Affiliates arising from our relationship with you as a Kitchen (whether or not in the fulfilment of either party’s obligations under this Agreement). You will also compensate us and our Affiliates for any loss, damages or claims, when a third party claims that we or our Affiliates have infringed the third party’s intellectual property rights by (i) using or permitting the use of, or being or having been the registered proprietor of a domain name, a brand name, trademark, logo or other intellectual property, or by (ii) assisting or permitting you to use or to be a registered proprietor of such rights, which infringe the third party’s rights.

13. ACCESS TO DATA, AND PROTECTION OF PERSONAL DATA

Access to data

13.1. In operating the Platform, and providing services to home-based food businesses (including the Services we provide to
you), we and certain of our Affiliates collect and have access to the data that this generates. We and our Affiliates use this data in a variety of ways and for various reasons, including analytics, operational purposes, data matching (sometimes performed by a third party service provider), and using aggregated data in communications to shareholders and in some public materials (e.g. on our website, or in our annual report). We and certain of our Affiliates also collect and have access to data relating
to Orders and Customer personal data (as set out in the ManyChef Privacy Policy).

13.2. You have access to certain data relating to your Kitchen and Orders via the Kitchen Dashboard. However, you do not have access to any other data, and we do not share data relating to your Kitchen, Orders, or any other data, with any other kitchen partner.

Protection of Personal Data

13.3. You and we shall be separate data controllers concerning the personal data that is processed in the context of this Agreement, each for its own purposes and by its own means and/or on their respective behalf. This means that you and we are responsible for the processing of the personal data independently of each other, albeit that the Parties may – in the context of this Agreement – restrict the purposes and means for which the personal data may be used.

13.4. You acknowledge to be familiar with ManyChef’s Privacy Policy and will act in accordance therewith and the Data Protection Legislation. The most recent version of the privacy policy can be found on the Platform at https://manychef.com/sg/privacy-policy/.

13.5. You will not provide personal data of Customers to third parties and will not engage in communication with Customers other than for purposes of preparation and collection of the Order.

13.6. You shall promptly (and without undue delay) notify us in writing of any personal data breach of which you become aware relating to personal data of Customers and keep us up to date in regard to such data breach.

13.7. Nothing in this Agreement or the arrangements contemplated by it, is intended to construe either party as i) the processor of the other party; or ii) joint controllers with one another, with respect to personal data.

14. RESTRICTION, SUSPENSION AND TERMINATION

14.1. If:
(a) we (acting reasonably) believe that you are in default of your obligations under this Agreement; and/or
(b) any of the events in Clauses 14.3(b) apply to you, or in Clause 14.3(c) occur; and/or
(c) we have the specific right to as set out in the rest of this Agreement (which we have under Clauses 7.6, 8.10, 8.14, 8.15, 8.16, 8.17, 8.18, 11.3, 16.2), and we validly exercise that right, we may at any time on written notice, restrict, suspend, or terminate part of, the provision of the Services under this Agreement, including by suspending your profile on the Platform. If you operate more than one Kitchen, we are entitled to invoke this clause in respect of only one Kitchen or all of them, in our sole discretion.

14.2. If we restrict, suspend, or terminate part of, the provision of Services to you as set out in Clause 14.1 above, we will provide you with a clear explanation of our reasons for doing so (including the grounds we’re relying on) by email on or before the date on which the restriction, suspension, or termination, becomes effective. If you wish, you can clarify the facts or circumstances that led to the restriction, suspension, or termination with us. We will then engage with you to discuss these, and if we determine after that discussion that the restriction, suspension, or termination, is not appropriate, we will reinstate the applicable Services, including where applicable your profile on the Platform, without undue delay.

14.3. Without affecting any other right or remedy available, either you or we may at any time on written notice terminate this Agreement:
(a) if the other is in significant breach of any of its obligations under this Agreement and that breach is not capable of remedy or, if the breach is capable of remedy, it has not been remedied to the satisfaction of the non-breaching party within 14 (fourteen) days’ of notice of the breach by the non-breaching party;
(b) if the other becomes insolvent, bankrupt, or enters into any similar or analogous solvency related procedure;
(c) if a Force Majeure Event makes the provision of the Services impractical or non-commercially viable; or
(d) you or we are required to by a legal or regulatory obligation.

14.4. You can also terminate this Agreement for convenience, but you must provide us with at least 14 (fourteen) days’ written notice before termination takes effect.

14.5. If we terminate this Agreement, we will give you prior notice, and also provide you with a clear explanation of our reasons for doing so (including the grounds we’re relying on), by email at least 14 (fourteen) days’ before termination takes effect, except where we terminate this Agreement under Clause 14.3, in which case we will give you as much reasonable prior notice as is possible in the circumstances, and we will provide the clear explanation of our reasons without undue delay (except if we are legally restricted from doing that, or we have terminated this Agreement as you have repeatedly breached your obligations, in which we case we may provide that explanation). If you wish, you can clarify the facts or circumstances that led to the termination with us. We will then engage with you to discuss these, and if we determine after that discussion that the termination is not appropriate, we will either ensure that termination does not take place or, if it already has, re-instate this Agreement, without undue delay.

14.6. Promptly after termination of this Agreement for any reason, we will remove your Kitchen profile from the Platform.

14.7. Regardless of anything else in this Agreement, you acknowledge and agree that search engines which have a licence to use your intellectual property or personal information arising from this Agreement may continue to hold or use same post termination. Cached versions of the Platform may continue to exist in the web browser and web servers of search engines and customers following termination. We will not have any liability to you in connection with these matters to the extent they lie outside of our control.

14.8. Your and our rights and obligations under Clauses 10, 11, 12, 13, 14.7, 17, 23, 24, 26 and 27, and any provisions of this Agreement necessary for the interpretation or enforcement of it, will continue and survive beyond termination of this Agreement.

15. YOUR AUTHORITY & CHANGES TO BUSINESS PROPRIETORSHIP

15.1. Unless we have agreed otherwise in writing, we are authorised to accept instructions in respect of your account from, and provide information about your account to: (i) the person who signed this Agreement; (ii) any person who appears to us to be representing that person or the Kitchen; and (iii) any other person who we (acting reasonably) are satisfied has authority to act on your behalf. You must promptly provide us with any information or evidence we may request for the purpose of
proving ownership of the Kitchen or its business or Premises.

15.2. We will not be liable to you if we, acting reasonably, decline to provide the Services or decline to act on your instructions because we are on notice from any person who we have reason to believe is your duly authorised franchisor that to do so would breach any agreement made between you and that franchisor.

15.3. If you sell or transfer the ownership of your business, you must advise the new owner or transferee of this Agreement and give us notice in writing of the proposed sale or transfer. If you do not give us sufficient notice and we make any payments to you that should have been made to the new owner or transferee we will not be liable to make that payment to the new owner and transferee and you will be liable to do so.

15.4. If we are notified or informed by a third party, of a change to the ownership of your business or other important details relating to your business, we will make reasonable efforts to contact you. If you don’t respond, or if you don’t give us the
notice referred to in Clause 15.3, we may change disable your Kitchen or terminate this Agreement. If we make any payments to you that should have been made to the new owner or transferee we will not be liable to make that payment to the new owner and transferee and you will be liable to do so.

16. CONSENTS & COMPLIANCE WITH LAWS

16.1. You confirm and promise that you have obtained and will maintain all necessary consents, licences, permits, registrations (including food business registration), approvals or authorisations (“Consents”) of any relevant person or government authority in relation to your business.

16.2. You must notify us in writing immediately, providing all relevant information, if:
(a) any of the Consents are revoked, suspended or altered;
(b) any measures by the competent authority for food safety have been taken against you; or
(c) you have reason to believe that any Goods that you have supplied or provided for supply to a Customer are unsafe.
To be clear, other than an alteration to the Consents, the occurrence of any of the events in Clause 16.2(a) to (c) constitutes a breach of this Agreement, and we reserve the right to (amongst other things) suspend your profile on the Platform in accordance with Clause 15.1

16.3. You must comply with all applicable laws and regulations including, without limitation in relation to health and safety, tax, data protection, food and product standards, (including maintaining an appropriate food safety management system), food labelling, product labelling and packaging laws, regulations and requirements, the sale of alcohol, hygiene and consumer information (including allergen labelling), and will provide reasonable evidence to us of this compliance upon reasonable
request with any other laws, regulations, permits, licences, orders, codes and directions of any governmental authority or agency or other regulatory body relating to your business and the operation of your business and the sale, preparation, handling, packaging, labelling, processing of any Goods pursuant to an Order.

16.4. You should observe any guidance or training materials that we may provide from time to time to support your compliance with applicable laws.

16.5. Each party is solely responsible for self-assessing, claiming and remitting all its applicable taxes.

16.6. In performing your obligations under this Agreement, you must:

(a) comply with all applicable anti-bribery, anti-corruption, anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force; and
(b) notify us as soon as you become aware of any actual or suspected slavery or human trafficking that has a connection with this Agreement or in any part of your business or of any request or demand for any undue financial or other advantage of any kind received by us or you, as the case may be, in connection with the performance of this Agreement.

17. RECORDS

Each party must collect, maintain and retain accurate records relating to the proper performance of its obligations pursuant to this Agreement and/or as required by law.

18. ASSIGNMENT & SUB-CONTRACTING

Neither you or we have the right to assign or sub-contract all or any of our respective rights or obligations under this Agreement without the prior written consent of the other, which must not to be unreasonably withheld or delayed, or where expressly permitted in this Agreement. Any consent, if given, will not affect your or our obligations or liabilities under this Agreement.

19. FORCE MAJEURE

Neither you or we will be liable to the other as a result of any delay or failure to perform its obligations under this Agreement resulting from a Force Majeure Event.

20. WAIVER, VARIATION & THIRD-PARTY RIGHTS

20.1. Failure to exercise or delay in exercising a right or remedy under this Agreement does not operate as a waiver (in other words, a voluntary giving-up) or prevent further exercise of that or of any other right or remedy.

20.2. The waiver by either party of any breach of this Agreement will not prevent the subsequent exercise of a right.

21. AMENDMENTS TO THIS AGREEMENT

21.1. We may amend this Agreement from time to time. We will notify you of any proposed amendment(s) via email or via a message on the Dashboard or any other similar communication method in line with the applicable laws. Except in the limited situations described in Clause 21.3, the proposed amendment(s) will not take effect until at least 15 (fifteen) days from the date on which we notify you about them (and we will set out the effective date of the amendment(s) in the relevant notification).

21.2. Whenever we notify you of a proposed amendment(s) to this Agreement, you will have the right to terminate this Agreement before expiry of the applicable notice period. If you do wish to terminate, and let us know during that notice period, termination will then take effect 15 (fifteen) days from your receipt of the notification. You may also choose to give up your right to terminate by either letting us know in writing, or by taking a clear affirmative action. If we do not hear from you by the end the notice period, you will be deemed to have agreed to the amendment(s).

21.3. The minimum 15 (fifteen) day notice period in Clause 21.1 will not apply where:
(a) we are subject to a legal or regulatory obligation which requires us to amend this Agreement in a way which does not allow us to give you that length of notice period; and (b) we need to amend this Agreement to address an unforeseen and imminent danger that relates to defending the Services, the Platform, Customers or Kitchen partners from fraud, malware, spam, data breaches or other cybersecurity risks.

22. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, arrangements and understandings between the parties relating to its subject matter.

23. NOTICES

23.1. All notices under this Agreement must be in writing, and any notice sent for the purposes of this clause will be considered received at the time of sending the email unless the sender’s electronic system receives a delivery failure notification.

24. GENERAL

24.1. Any phrase introduced by the expression “including”, “in particular” or any similar expression is illustrative, and will not limit the sense of the words preceding those terms.

24.2. If any of the terms or conditions of this Agreement are declared wholly or partly invalid, illegal or unenforceable, the remainder of the Agreement will remain in full force and effect and any wholly or partly invalid term or condition will be deemed modified to the minimum extent possible to make it valid, legal and enforceable.

25. EXECUTION

This Agreement may be executed electronically. Notwithstanding the use of the words “writing”, “execution”, “signed”, “signature” or other similar words, the parties intend that the use of an electronic signatures and the keeping of records in electronic form will have the same legal effect, validity or enforceability as a signature affixed by hand or the use of a paper-based record keeping system.

26. COMPLAINT-HANDLING

26.1. We operate a complaint-handling system that you can use free of charge. It allows you to submit complaints to us across a range of issues, and we will deal with any complaints transparently, equally and proportionately.

26.2. You can submit a complaint to us via the Kitchen Dashboard or email. All complaints will be dealt with appropriately by the person receiving them, and as part of that may then be escalated internally so that the appropriate ManyChef internal team can then consider it and respond to you. We will respond to all complaints as soon as we reasonably can.

27. GOVERNING LAW AND JURISDICTION

27.1. This Agreement and any dispute or claim (including a non-contractual dispute or claim) arising out of or in connection with it will be governed by and construed in accordance with Singapore law.

27.2. The courts of Singapore will have exclusive jurisdiction to settle any dispute or claim (including any non-contractual dispute or claim) arising out of this Agreement.

YOUR ORDER

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