Restaurant Partner Agreement

Grubbian (K) Ltd
Version: 1.1
Effective date: Friday, January 9, 2026

This Restaurant Partner Agreement (“Agreement”) forms a legally binding contract between Grubbian (K) Ltd (“Grubbian,” “we,” “our,” or “us”) and the restaurant entity or individual accepting this Agreement (“Restaurant Partner,” “you,” or “your”). By onboarding to the Grubbian Platform as a Restaurant Partner, you agree to this Agreement in addition to the Grubbian Terms of Service / EULA.

1. Purpose of Agreement

This Agreement governs the commercial relationship between Grubbian and the Restaurant Partner, including order fulfilment obligations, commissions, payouts, menu accuracy, service expectations, and use of Grubbian’s Platform.

2. Restaurant Partner Obligations

1. You must provide accurate and up-to-date information including:
   • Restaurant name
   • Restaurant email address
   • Official contact number for the restaurant
   • Correct bank account details
   • Menu items, pricing, and availability
   • Outlet location and opening hours
   • Good quality images of the restaurant
2. You agree to keep your menu updated to ensure accuracy.
3. You must comply with all applicable food safety, hygiene, and licensing laws and maintain all required certifications.
4. You must honour all Confirmed Orders at the specified date and time.
5. You may reject Pending Orders only before acceptance and only with a valid reason.

3. Commission

1. The standard commission rate is 7% of each Confirmed MEAL_PRE-ORDER type Order.
2. Grubbian may adjust the applicable commission rate in the future. Any change will:
   • Be communicated in writing (including email or in-app notice).
   • Take effect one (1) month after the notification date.
3. Commission amounts are exclusive of all taxes, including:
   • VAT
   • Catering Levy
   • Any other statutory deductions
   These taxes are the sole responsibility of the Restaurant Partner.

4. Service Fees (Deposit-Only Orders)

This section applies to Orders classified as DEPOSIT_ONLY, where diners do not pre-order meals through the Platform.

1. For DEPOSIT_ONLY Orders, Grubbian shall charge a Service Fee calculated based on the Restaurant Partner’s applicable Per Seated Diner Fee and the group size specified in the confirmed reservation.
2. The total Service Fee shall be computed at the time the diner confirms the reservation by paying the required deposit.
3. The Service Fee shall be deducted by Grubbian from the deposit amount paid by the diner.

5. Deposit Handling

1. The deposit is fully redeemable by the diner and must be applied toward the diner’s final bill at the Restaurant Partner’s premises.
2. Deposits shall be processed through Grubbian’s authorized payment provider.
3. The payment schedule for Service Fees shall follow the same payout cadence as MEAL_PRE-ORDER Orders.

6. Meal Pre-Ordering Options

Restaurant Partners may choose whether to allow meal pre-ordering on the Grubbian Platform.

• Allowing meal pre-ordering enables diners to order and pay for meals in advance prior to arriving at the restaurant.
• Restricting meal pre-ordering limits diners to making table reservations only, with meals ordered and paid for at the restaurant.

The Restaurant Partner acknowledges that:

• Allowing meal pre-ordering does not guarantee that all Orders will be MEAL_PRE-ORDER type Orders.
• Diners may choose to place either a MEAL_PRE-ORDER or a DEPOSIT_ONLY Order even when meal pre-ordering is enabled.
• Restaurants that restrict meal pre-ordering will exclusively receive DEPOSIT_ONLY Orders.
• Any changes to the meal pre-ordering setting shall apply only to new Orders placed after the change and shall not affect existing Orders.

7. Payments & Payouts

1. Payments from diners are collected and processed by Grubbian’s authorized payment service provider.
2. For MEAL_PRE-ORDER Orders:
   • Payouts to the Restaurant Partner are net of the applicable commission.
3. For DEPOSIT_ONLY Orders:
   • Payouts to the Restaurant Partner are net of the applicable Service Fee.
4. Payouts for all Confirmed Orders are made every two (2) business days unless otherwise communicated.
5. The Restaurant Partner is responsible for providing accurate payout details.
6. Neither Grubbian nor the payment service provider shall be liable for payouts sent to incorrect accounts due to inaccurate information provided by the Restaurant Partner.

8. Platform Usage & Conduct

1. You may not circumvent, bypass, or encourage diners to bypass the Grubbian Platform for reservations initiated through Grubbian.
2. You agree to maintain reasonable service quality and timeliness.
3. You agree not to engage in conduct that damages Grubbian’s brand or the experience of diners.
4. You authorize Grubbian to use your:
   • Logo
   • Menu
   • Food images
   • Restaurant images
   • Restaurant name
   for display, marketing, and promotion of your outlet on the Platform.

9. Liability & Indemnification

1. The Restaurant Partner is solely responsible for food quality, hygiene standards, and overall diner experience once the diner arrives.
2. You agree to indemnify and hold Grubbian harmless from claims arising from food preparation, service, or statutory non-compliance.
3. Grubbian is not liable for outages, disruptions, or delays caused by third-party Service Providers (such as hosting providers or payment service providers).

10. Dispute Resolution & Refunds

1. Disputes relating to orders, refunds, or payouts shall be addressed first through amicable negotiations.
2. The Platform provides a refund feature which enables Restaurant Partners to refund diner payments only in exceptional circumstances where no other suitable resolution is available.
3. Refunds shall be used as a last resort, after reasonable efforts have been made to reschedule the booking or convert it into a takeaway or alternative fulfillment option.
4. The maximum refundable amount shall be the amount paid by the diner less non-refundable processing fees charged by the payment service provider.
5. Failing resolution, disputes may be referred to arbitration in Nairobi, under Kenyan law.

11. Termination

1. Grubbian may suspend or terminate your account for:
   • Violations of this Agreement or the EULA
   • Fraud, unsafe practices, or repeated complaints
   • Circumvention of the Platform
2. You may terminate your participation at any time with written notice.
3. Termination does not affect outstanding commissions or payouts already accrued.

12. Amendments

Grubbian may update this Agreement occasionally. Continued use of the Platform after receiving notice of changes constitutes acceptance.

13. Entire Agreement

This Agreement, together with the Grubbian Terms of Service / EULA, constitutes the full understanding between the parties.

By onboarding to the Grubbian Platform as a Restaurant Partner, you acknowledge that you have read, understood, and agreed to the terms above.