Partnership Agreement — Restaurants

1. Purpose

This agreement governs the relationship between the Publisher (see Legal Notice) and the Partner Restaurant (the “Partner”) that lists its establishment on AllWays Eat to receive Orders for delivery or takeaway. It supplements, for the client-connection aspect, the Service’s Terms of Use.

2. Nature of the relationship

AllWays Eat provides the Partner with a technical listing and connection service with Clients, together with a management dashboard (menus, stock, orders, delivery zones). AllWays Eat is neither a commission agent nor a collection agent: it does not intervene in the payment of Orders, which are settled directly to the Partner (cash or Mobile Money). The parties are independent professionals; no de facto company, general mandate or relationship of subordination is created.

3. Registration and approval

The Partner submits an application (form). The Publisher carries out an approval (verification of information, eligibility, and the existence of at least one usable delivery zone). The Publisher may decline or suspend a listing, in particular in the event of inaccurate information or regulatory non-compliance. A single owner account may manage one or more establishments.

4. Subscription and billing

• Access to the Service for the Partner is subject to a subscription whose offer and amount (in XAF) are communicated before subscribing. The subscription is due per establishment.
• The subscription is monthly, automatically renewed from one month to the next, payable by Mobile Money (MTN MoMo / Orange Money) according to the invoices issued.
• Revenue model: as of today, the Publisher is remunerated exclusively through the subscription, excluding any commission on the amount of Orders. The Publisher reserves the right to change its remuneration model in the future (for example, introducing a commission), subject to prior notice to the Partner; the Partner may then terminate free of charge if it does not accept the new conditions.
• Non-payment: if an invoice remains unpaid when due, the Publisher may suspend the Partner’s visibility and access until settlement, without prejudice to the recovery of the sums owed.

5. Partner’s obligations

The Partner undertakes to:

• Provide accurate information (business name, contact details, location, menus, prices, availability) and keep it up to date;
• Hold and maintain all authorisations, licences and declarations required for its activity (hygiene/HACCP, administrative authorisations, tax obligations, RCCM/NIU);
• Comply with applicable regulations, in particular regarding hygiene, food safety, price display and consumer protection;
• Honour accepted Orders, prepare dishes in accordance with the menu and within reasonable times;
• Not circumvent the Service to unfairly divert Clients.

6. Food liability

The Partner is solely and fully responsible for the design, preparation, composition, allergen labelling, quality and food safety of the dishes, as well as their compliance. It indemnifies the Publisher against any claim by a Client or third party in this respect.

7. Order and zone management

The Partner manages, from its dashboard, the acceptance/rejection of Orders, the preparation status, its menus and stock, and the drawing of its delivery zones (subject to the Publisher’s approval). Only approved and active zones are used.

8. Content and intellectual property

The Partner retains ownership of its content (name, logo, photos, descriptions) and grants the Publisher a licence that is non-exclusive and free of charge to host, display and promote it in connection with the Service and its communications. The Partner warrants that it holds the rights to this content.

9. Publisher’s liability

The Publisher is bound by an obligation of means regarding the availability of the Service. It is not liable for operating losses, loss of profit, technical unavailability, the acts of Clients, or events of force majeure. Except in the event of gross negligence, its potential liability is capped at the amount of the subscriptions received from the Partner over the past 3 months.

10. Data

Each party complies with the regulations applicable to personal data (see Privacy Policy). Order data is shared between the Publisher and the Partner solely for the performance of Orders.

11. Term, termination, suspension

The agreement takes effect upon approval and continues for as long as the subscription is active. Either party may terminate it upon 30 days’ notice. The Publisher may suspend or terminate as of right in the event of a serious breach (non-compliance, serious complaints, non-payment, damage to the reputation of the Service). Termination results in the delisting of the establishment.

12. Confidentiality

The parties keep confidential the non-public information exchanged under the agreement.

13. Force majeure

Neither party is liable for a failure due to an event of force majeure within the meaning of Cameroonian / OHADA law.

14. Governing law and disputes

Agreement governed by Cameroonian law and OHADA law. Amicable settlement takes priority; failing that, the competent courts of Yaoundé have jurisdiction (a CCJA-OHADA arbitration clause may be considered for commercial disputes).

15. Miscellaneous

Partial nullity without effect on the remainder; no waiver; the agreement expresses the entire agreement of the parties on its subject matter.