This page contains the details of the Annexures to the Partner Agreement (“Agreement”) signed between Kouzina FoodTech Private Limited and its Partners.
Kouzina FoodTech Private Limited is hereinafter referred to as “First Party”, whereas the Partner is hereinafter referred to as “Second Party”.Annexure D: Responsibilities of Parties
- Responsibilities of the Second Party
- ensure that the personnel appointed for the Kitchen shall be available for training by the First Party in accordance to the allotted training period to receive the appropriate training from the First Party, in relation to preparatory requirements and ancillary instructions for smooth operations within the Kitchen;
- ensure that there is at least one staff member from their kitchen who is trained and certified by the first party
- inform the First Party if any items are unavailable during operational hours. provide the First Party with all of the menu information including menu items; allergen information; opening hours; times of delivery and areas of delivery (if applicable) (hereinafter referred to as “Menu Information”) to be made available for display on the First Party’s website and any and all other platforms and formats.
- Comply with all local laws and regulations and obtain and maintain all necessary licenses, permissions and consents which may be required in order to perform its obligations under this Agreement.
- ensure that all the relevant licenses and permissions that are required to operate the Kitchen are valid and subsisting during the tenure of this Agreement.
- upon accepting an Order, prepare and fulfil such Order without delay pack it as per agreed packaging guidelines with the mandated packaging materials, and provide it to a third party delivery person or to its own delivery person, as applicable; together with the required cutlery as agreed between the Parties;
- ensure standard good industry practices including but not limited to proper hygiene, health of its staff and ensure and maintain the good quality of food items which are required to be supplied to the customers;
- ensure that the orders received are accepted within the defined time limit. In case the order received from the First Party’s customer is cancelled for any lapse due to reasons attributable to the Second Party, the First Party shall levy the necessary penalty for such lapse, payable cumulatively at the end of the month;
- immediately inform the First Party about any cancellations, fake or any non-fulfilled orders;
- be responsible and liable for any and all customer queries, claims and/or complaints in respect of quality of food and any consequential effects thereof;
- ensure that it has available at all times sufficient capacity (including staff, food items and equipment) to process all orders received through First Party;
- immediately or as may be reasonably possible, inform the First Party of any menu items that are not available at any given time;
- be responsible for food items till it hands over the packet of food items to the First Party or any other party appointed by the First Party for delivery of food items;
- be liable to pay the First Party the amount that would have been due on such a rejected order without justifiable reason;
- shall perform its obligation under this Agreement at all times in a competent, professional, and businesslike manner, within established industry standards, practices, and principles, and within the time deadlines set forth herein.
- in the event of deliveries directly to be done by the Second Party, it shall provide the First Party with a realistic estimated delivery time; and deliver to the customer all accepted orders within the time;
- The Second Party will inform the First Party, immediately and no later than 12 (one) hours prior in case it is unable to operate its kitchen for any of the eventualities beyond its control viz shortage of raw material, labour issues, etc.
- Permit the First Party to inspect the Kitchen, its Staff, raw material etc from time to time to ensure adherence to this Agreement.
- Ensure that there is no indication or representation to customers or third parties that the Second Party owns or operates any of the First Party’s Brands.
- Sell the Products as per the price determined by the First Party.
- Responsibilities of the First Party: The First Party shall ensure that
- It provides requisite training to the Second Party’s staff and personnel.
- Provides specifications and recipes for the preparation of the Products.
- It provides the menu to the Second Party for the First Party’s Products;
- It provides the packaging material to the Second Party for packaging the Products.
The Second Party shall:
Annexure E: CODE OF CONDUCT FOR SECOND PARTY
The Second Party shall abide by the following code of conduct
- The Second Party will not engage in any action or practice in violation of the laws or regulation of India including laws relating to the labour, health and safety, environment, and all other applicable laws.
- The Second Party will not employ, and/or use children or prison labour, and shall abide by all regulations and laws relating to child labour or prison labour as may be applicable.
- The Second Party shall maintain its Kitchen hygiene at all times and the workers/ staff shall not be exposed to unreasonably hazardous, unsafe or unhealthy conditions and shall be treated fairly with dignity and respect. The kitchen shall be maintained by the Second Party in accordance to the health and safety protocol and procedures as per the good industry practices.
- The Second Party will allow a reputable third party auditor selected by the First Party to audit the Second Party’s compliance with this Code of Conduct.
- The First Party shall also conduct such audits and spot checks during regular business hours and the audits shall include but not be limited to the Kitchen, packaging and delivery.
Annexure F: General Terms and Conditions
- Confidentiality and Intellectual Property
- All the intellectual property rights in the Product including in the Packaging Material, Menus, recipes, the Trademarks and Brand under which the Products are to be sold (“Intellectual Property”) shall be the sole and exclusive property of the First Party and that the Second Party shall have no right, title or interest in such Intellectual Property.
- The First Party hereby grants a limited license to the Second Party to use the Intellectual Property in the manner set out in this Agreement. The Second Party undertakes that it shall use the Intellectual Property only in the manner permitted hereunder.
- The Second Party undertakes that it shall keep confidential and shall not disclose to any third party any confidential information shared by the First Party during the tenure of this Agreement. Confidential Information shall include Intellectual Property of the First Party, all ideas, business plans, recipes, data, information, notes, training material, customer information, sales information know-how, trade secrets and any and all proprietary information of the First Party. The obligation to maintain confidentiality shall survive the expiry of termination of this Agreement.
- The Second Party shall immediately return any and all confidential information received from the First Party as and when requested by the First Party.
- On termination of this Agreement, the Second Party shall issue a declaration stating that all confidential information, intellectual property and marketing material has been returned including all extracts and in all forms. In the event they cannot be physically returned, the same shall be destroyed and deleted.
- Term and Termination
- This Agreement shall commence from the Execution Date and shall remain in force unless terminated by either party by giving 30 days prior written notice to the other party.
- The First Party shall have the right to terminate this Agreement, with immediate effect and without any liability, in the event of any breach of this Agreement by the Second Party.
- Upon termination of this Agreement, for whatsoever reasons, Second Party shall immediately return all property of the First Party in its possession and remove any and all reference (including packaging and marketing material) and intellectual property of the First Party from its Kitchen, delivery vehicles (if applicable) (or any other surface the marketing material was put on), website and marketing materials.
- Upon termination, the Second Party shall cease to refer to itself as a partner of the First Party or associated with the First Party in any way.
- Marketing Materials and related Intellectual Property
- The Second Party agrees that its name and address may be used/published by the First Party on its website, mobile application, affiliate platforms as a partner for the purpose of preparation and delivery of Orders.
- The First Party may provide the Second Party with offline marketing materials, such as stickers, and the Second Party obliges itself to display such offline marketing materials as instructed by First Party. The First Party may provide the Second Party with offline marketing material which the Second Party can use for marketing through its various platforms. The Second Party shall use only that material which is provided by the First Party
- All Intellectual Property Rights in the marketing materials and otherwise arising out of this Agreement and provided to Second Party shall remain the sole and exclusive property of the First Party.
- It is hereby clarified that the Second Party does not have any rights whatsoever to use or avail any of the Intellectual Property rights of the First Party, including any domains or similar domain names etc in its business. The Second Party shall refrain from misusing any of the First Party’s Intellectual Property.
- Force Majeure
- Dispute Resolution and Jurisdiction
The Second Party agrees to defend at its own cost and to indemnify and hold harmless the First Party its subsidiaries, parent and affiliates, shareholders, directors, officers, employees and agents (each an “Indemnity”) from and against any and all loss, costs, expenses (including attorneys’ fees), damages and liabilities, however caused, resulting directly or indirectly from or pertaining to the Franchisee’s facility to comply with its obligations and responsibilities under this Agreement.
During the Term, the Second Party shall obtain and maintain adequate insurance at all times to cover any potential liability that it may incur under this Agreement.
Neither Party shall solicit or attempt to solicit for employment each other’s employees directly associated with the services provided under this agreement during the term of this Agreement.
Notwithstanding anything to the contrary contained herein, neither Party shall be liable or responsible for any failure or delay in performance of its obligations hereunder, if any Party is prevented from discharging its obligations hereunder due to any cause arising out of or related to any act of God or act of state, war, pandemic, riot, civil commotion, terrorism, strikes, lock-out or any order of any governmental, semi-governmental or local authority or any similar cause. For avoidance of doubt, the Second Party shall as soon as may be practical but in no less than 24 (twenty-four) hours, inform the First Party of any force majeure event and shall provide the First Party with a force majeure action plan.
The Second Party shall not, without prior written consent of the First Party, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Agreement. The First Party may assign this Agreement without the consent of the Second Party.
If any provision of this Agreement should be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby, and such provision will be deemed restated to reflect the original intention of the Parties as nearly as possible in accordance with applicable law.
Any dispute in relation to this Agreement shall be settled in accordance with the provisions of Arbitration and Conciliation Act, 1996 and any subsequent modifications thereto. Such dispute shall be referred to the sole arbitrator, mutually appointed by both the parties. The language of Arbitrator shall be English. The arbitral award shall be final and binding on both the parties. The venue of arbitration proceedings shall be at Bangalore
This Agreement shall be governed by and construed in accordance with the laws of India and the courts at Bangalore, Karnataka shall have exclusive jurisdiction.