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Restaurant Partner Agreement

Last updated 2026-08-01 · v2026-08-01.1

Draft — not yet reviewed by a lawyer

The descriptions of how this service works are accurate. The legal conclusions have not been checked by anyone qualified to check them, and this must not be relied on as it stands.

1. This agreement, and where to find it

This is the agreement between Angie Eats and a restaurant listing on the platform. It is published openly and can be read in full before signing up, without an account and without a login. Every previous version stays published at its own address.

It is written in plain language on purpose. Under Article 3(1) of Regulation (EU) 2019/1150 a term that is not plain, intelligible and easily available at every stage of the relationship — including before you sign up — is null and void, so an unreadable contract is not a stronger one.

Commercial terms specific to you — your commission rate, your fees, your payout schedule — are agreed separately and recorded on your account. Where they conflict with this document, they win.

2. What each of us does

You make and sell the food. You decide your menu, your recipes, your prices, your opening hours and whether you accept an order. You are the food business operator and you hold the licences.

We run the platform: we list you, we show your menu, we take the customer's payment, we may arrange delivery, and we pay you. For card orders we are the merchant of record — the customer's card is charged by us and we settle to you afterwards. In the United States that also generally makes us the marketplace facilitator for sales tax.

We are not your agent and you are not ours. Neither of us can bind the other.

3. Your identity, and what we must verify

Greece and the EU only

Before you can sell to consumers in the EU we must obtain and make best efforts to verify: your name, address, telephone number and email; a copy of an identification document or an electronic identification; your payment account details; your trade register and registration number where you have one; and a self-certification from you that you will only offer goods and services that comply with EU law. Article 30 of the Digital Services Act requires this and it is not optional for either of us.

Your name, your registration details and your self-certification are shown to consumers on the pages where your food is offered. Your identification document and your payment account details are not.

If we have reason to believe any of it is wrong, incomplete or out of date, we will ask you to fix it, and if you do not we must suspend your ability to sell until you do. You can complain about that decision under section 14.

You are responsible for the accuracy of what you give us and for keeping it current.

Needs a qualified lawyer: LAUNCH BLOCKER FOR GREECE, AND IT IS AN ENGINEERING GAP RATHER THAN A DRAFTING ONE. The self-serve signup deliberately collects none of this — its own comments record "NO ADDRESS, NO PHONE, NO TAX ID, NO BUSINESS DETAILS", on the reasoning that KYB belongs on the payment provider's page. That reasoning is right for KYB and does not answer Art. 30, because Art. 30 data must be HELD BY THE PLATFORM, some of it must be DISPLAYED to consumers, and it must be retained for six months after the relationship ends and then deleted. Two further points for counsel: (a) Art. 29 DSA exempts micro and small enterprises from Arts. 30-32 entirely, so confirm whether the exemption is currently available and diarise its loss (two consecutive accounting periods over the ceiling, then twelve months); (b) if it is available, this clause should be softened rather than promising something not built.

4. How your food is ranked, and what you can pay to change

The main things that decide where you appear in a customer's results are: how close you are to them, whether you are open and accepting orders now, how well your menu matches what they searched for, your customer ratings, and your recent reliability — how often you accept orders and how often food arrives on time.

Where you can pay for placement, that placement is labelled as sponsored to the customer wherever it appears, and paying does not change any of the parameters above; it adds a marked slot rather than reordering the unpaid results.

We do not publish the algorithm itself. Article 5(6) of Regulation (EU) 2019/1150 expressly does not require it, and publishing it would let it be gamed to customers' cost.

Needs a qualified lawyer: Article 5(1) requires the MAIN PARAMETERS and the reasons for their relative importance, at a level of detail the Commission's ranking guidelines (2020/C 424/01) call a meaningful, user-oriented explanation. VERIFY THIS DESCRIPTION AGAINST THE RANKING CODE BEFORE PUBLICATION — it was written from the platform's discovery behaviour and not from a specification, and a ranking description that does not match the ranking is worse than none. If any paid-placement product exists or is planned, Art. 5(3) requires its EFFECT on ranking to be described, not merely its existence.

5. What we may charge you, and what we take

Commission on the value of the items you sell, at the rate recorded on your account. Commission is charged on the item total: not on tax, not on tips, not on the delivery charge.

A margin we add to your menu prices before showing them to customers. The customer pays the marked-up price, you are credited your price, and the difference is ours. Your own price is what you set and is what everything owed to you is calculated from.

Fees per sales channel, and where applicable a fixed monthly charge, both as recorded on your account. Some fees are shared with the customer, and your account shows which.

We pay you the rest on the payout schedule recorded on your account. Tips pass through to you in full. Sales tax passes through for you to remit except where we are required to collect and remit it as a marketplace facilitator, in which case we do and we tell you.

Needs a qualified lawyer: FEE CAPS APPLY IN SEVERAL US CITIES AND THEY ARE NOT ALL THE SAME SHAPE. Seattle (SMC ch. 7.30) is a hard 15% ceiling a restaurant CANNOT agree to exceed. New York City (Admin. Code s.20-563.3, as amended by Local Law 79 of 2025) is 15+5+3 as monthly averages, plus a 20% "enhanced service" tier only if a basic tier is also offered. Portland, Philadelphia, DC and San Francisco each differ again. Before listing in any US city, check whether a cap applies and whether the total of commission PLUS MENU MARKUP is caught by it — the markup is the exposure, because a cap framed as a percentage of the order is measured against what the customer paid. Separately: confirm the marketplace-facilitator position per state with an accountant, because docs/BUSINESS-MODEL.md records tax passing through to the merchant and flags that this may be wrong in ~46 states.

6. Refunds, chargebacks, and who carries what

Where a customer is refunded because of the food — it was wrong, missing, cold, late from your kitchen, or not as described — the refund is recovered from you, pro rata across the order so that our commission on the refunded portion comes off too.

Where a customer is refunded because of us — our ticket never reached your kitchen, our software failed, our courier lost it — we carry it and you keep nothing you would not otherwise have kept. Our system already does this without either of us deciding: an order your kitchen never acknowledged is cancelled and refunded automatically, and it is recorded as our fault.

A chargeback is a customer disputing a charge with their bank. Because we are the merchant of record the money is taken from us first. Where the underlying reason is the food or your handling of the order, we may recover it from you, together with the scheme fee, and we will tell you the reason we were given before we do. Where the reason is ours, we carry it. Where the customer's bank finds fraud on the card rather than a problem with the order, we carry it.

We will not recover a chargeback from you where we did not give you the chance to give us evidence to defend it.

Needs a qualified lawyer: THIS CLAUSE CONTAINS THE OWNER'S DECISIONS AND THEY HAVE NOT BEEN MADE. Drafted so the answer is a parameter. Three open items, each recorded in the codebase as unsigned: (1) docs/CORE-PRICE.md s.6 — on a refund where the intrinsic value is below the price paid, is the merchant charged the intrinsic value with the platform absorbing the markup (implemented default), the full price, or a split? The clause above says "pro rata" which is closest to the implemented default; confirm. (2) docs/COMPANY-ACCOUNTS.md s.4.4 — for corporate accounts on 30-day credit, is the merchant paid on the normal cycle with the platform carrying the receivable and the default risk (implemented default), or held until the company pays? The clause is silent and must not stay silent. (3) docs/REFUNDS-AND-TIPS.md — tips currently go 100% to the merchant even on a platform-delivered order; that is stated above as fact and is a live commercial question. SEPARATELY AND URGENTLY: no chargeback recovery mechanism exists in code at all. Disputes are recorded and never acted on, there is no representment workflow and no merchant notification, so this clause currently describes something that is not built.

7. The customer's personal data

Greece and the EU only

You receive the customer's name, their telephone number, their delivery address where you are delivering it yourself, what they ordered, and any allergy or dietary notice they declared. Where a customer's order appears in your own order history you can also see their email address.

You are a separate controller of that information, not our processor. You receive it to make and hand over food you are selling, which is your own purpose, and you meet your own food-safety, tax and consumer-law obligations with it.

You may use it only to fulfil that order and to deal with a question about that order. You must not keep it longer than you need it for those purposes and for your own legal record-keeping. You must not add the customer to a mailing list, market to them, profile them, sell their details, or use them to contact the customer outside the order — not because we are protective of a list, but because you have no lawful basis for any of it and the customer did not give their details to you for that.

An allergy a customer declares is health information and in the EU it is special-category data. Use it to make the food safely and for nothing else. Do not store it against a customer profile of your own.

If a customer asks you to delete their information, or asks us and we pass it on, do it, and tell us. If you have a personal data breach affecting information you got from us, tell us without undue delay and in any event within 24 hours, so that we can meet our own 72-hour deadline.

We are the single point of contact for a customer exercising their data protection rights, and we will not send a customer to you to be dealt with.

Needs a qualified lawyer: This clause is DELIBERATELY WRITTEN TO ARTICLE 26 STANDARD WHILE CONCLUDING SEPARATE CONTROLLERSHIP. The reasoning is in the Privacy Notice, section 6, and the risk is asymmetric: separate controllership is the better reading, but the allergy flow is the one a regulator would attack, because Angie Eats defines the allergen taxonomy, the fields, and what the kitchen is told to do with them. Having the allocation and the published "essence" costs little and is worth more than the argument. Counsel to confirm the determination and to decide whether to sign an express Art. 26 arrangement instead. Note also that data minimisation cuts harder than the label: where OUR courier delivers, the restaurant does not need the delivery address and arguably not the phone, and the merchant payload should be segmented by fulfilment model. Article 9 P2B separately requires this whole clause to exist as a description of data access, and it should be checked against that article line by line.

8. Allergens are yours

We hold no recipes and no ingredient lists, and we make no allergen claim of our own about any dish. Everything a customer sees about what is in your food is YOUR statement: the free-from labels you tick, and your answer for each of the nine major allergens. We record who stated each one and when, and we display it as yours.

You are responsible for the accuracy of every one of them, for keeping them current when a recipe or a supplier changes, and for answering a customer who asks. A label or an allergen answer that is wrong is your statement, not ours.

Where you have not answered for an allergen we show the customer that you have not answered. We will not convert your silence into a claim that a dish is free of anything, and neither may you rely on us to.

You must act on an allergy notice that reaches your kitchen with an order, or refuse the order. Both are acceptable; ignoring it is not.

Needs a qualified lawyer: California SB 68 (Ch. 741, Stats. 2025), adding Health & Safety Code s.114093.5 and in force since 1 July 2026, requires a covered food facility to give written notification of the major food allergens it knows or reasonably should know are ingredients in each menu item, and names a QR-code digital menu as an acceptable channel. Angie Eats IS THAT DIGITAL MENU, which makes this clause the mechanism by which a restaurant meets its own statutory duty through us. RESEARCHED AND PROBABLY SETTLED: the duty binds the FOOD FACILITY ONLY — the statute has no provision reaching a person who displays or makes a menu available, and California puts "food delivery platform" in a different code entirely (Bus. & Prof. Code s.22598), in a chapter that expressly contemplates a platform carrying a restaurant's listing and which SB 68 did not amend. So allocating the duty wholly to the restaurant, as this clause does, is right. THREE THINGS STILL FOR COUNSEL. (1) The coverage threshold is 20 OR MORE LOCATIONS NATIONWIDE, not 20 in California — the statute states no number and relies on the federal cross-reference, and LA County says so expressly, "including locations outside of California". A chain with 20 US locations and one in California is covered as to that location, which is a materially wider population of merchants than a California count would suggest. (2) Whether a marketplace listing legally IS the facility's "menu". The statute defines menu by reference to 21 CFR 101.11, whose test is functional — does it name the item and its price, can a customer order from it while viewing it — and our listing satisfies both. The counter is the possessive, "of the covered establishment". No case law, no agency position, and the 2014 rulemaking preamble does not address it. GENUINELY OPEN. (3) SB 68 contains NO private-right-of-action disclaimer, where California's menu-labelling statute s.114094 expressly has one. Untested, but the drafting asymmetry is real and belongs in any risk assessment. Separately and still open: a restaurant may answer for none of the nine, which this software permits deliberately — forcing an answer would manufacture answers, and a manufactured answer is more dangerous than silence.

9. Insurance, and indemnity

You must hold and maintain public liability and product liability insurance appropriate to a food business in your market, and provide evidence of it on request. This is the clause that actually protects both of us: the risk of your food sits with the business that made it and is covered, rather than sitting with whoever a claimant sues first.

You will indemnify us against claims, losses and reasonable costs arising from your food, your descriptions of it, your dietary and allergen labels, your staff, your premises, your licences, and your breach of this agreement.

That indemnity does not extend to anything caused by us. We are not indemnified against our own negligence, our own breach, or our own failure to pass an order to you correctly.

Needs a qualified lawyer: Set the actual minimum cover amounts per market — they differ substantially between Greece and US states, and an unspecified requirement is unenforceable in practice. Confirm whether evidence of cover should be a go-live gate in the software rather than a contractual promise; at present nothing checks it. Counsel should also confirm that the carve-out in the third paragraph is wide enough: an indemnity that on its face captures the platform's own negligence is liable to be read down or struck out in Greece and is void in California as to wilful conduct.

10. What each of us is liable for

Neither of us excludes liability for death or personal injury caused by our own negligence, for fraud or fraudulent misrepresentation, or for anything else the law does not permit to be excluded. In the EU those exclusions would be void, and an unfair term is frequently struck out in full rather than trimmed, so an aggressive clause would leave us both with less certainty rather than more.

Beyond that, neither of us is liable to the other for indirect or consequential loss, and neither of us is liable for the other's failure.

Nothing in this section stops a customer bringing a claim against either of us. It allocates the risk between us; it does not bind them.

Needs a qualified lawyer: No monetary cap is drafted. If one is wanted, in California Civ. Code s.1668 as construed in New England Country Foods v. VanLaw (2025, 17 Cal.5th 703) invalidates clauses that LIMIT as well as those that exclude damages for wilful injury, and it does so even between sophisticated commercial parties — so a cap must be confined to ordinary negligence and to economic loss. In Greece, review against the mandatory rules on unfair terms in commercial contracts and on good faith.

11. Suspending or removing you, and the reasons we may do it

Greece and the EU only

We may restrict, suspend or remove your listing for the following reasons and no others: a serious or repeated food-safety concern; an order of a court, regulator or authority; losing a licence you need; fraud, or a pattern of orders we reasonably believe to be fraudulent; a persistent failure to accept or fulfil orders; a persistent pattern of substantiated customer complaints; menu or allergen information we have reasonable grounds to believe is unsafe or unlawful; non-payment of what you owe us; a breach of this agreement you have not fixed after being asked; or your identity information being wrong, incomplete or out of date under section 3.

If we restrict or suspend individual items or your listing, we will give you a statement of reasons at or before the moment it takes effect, in writing, saying what specifically we relied on — including the substance of any complaint or third-party report — and which of the grounds above we are using.

If we terminate you altogether we will give you that statement of reasons at least 30 days before it takes effect, unless we are legally required to act faster, or you have repeatedly breached this agreement.

You can challenge any of it under section 14, and if we were wrong we will reinstate you without delay and restore your access to your data.

Needs a qualified lawyer: Drafted directly to Arts. 3(1)(c), 4(1), 4(2), 4(3) and 4(5) P2B. Two things to check. (1) The list of grounds is exhaustive by design, because Art. 3(1)(c) requires the grounds to be SET OUT and a catch-all defeats the purpose; confirm operations can live within it, because a suspension for a reason not on the list is void. (2) Nothing in the software currently produces a statement of reasons, records which ground was used, or runs a 30-day termination clock. This clause presently describes a process that must be built.

12. Changing this agreement

Greece and the EU only

We will give you at least 15 days' notice in writing before a change takes effect, and longer where you would need time to make technical or commercial changes to deal with it — a change to commission, to payout timing or to how you connect to us will always get longer.

During the notice period you can end this agreement, and it will end within 15 days of you telling us.

We will not make a change apply backwards, except where the law requires it or where the change is in your favour.

The two exceptions to the notice period, and they are narrow: where the law obliges us to change something faster than that, and where we have to act on an unforeseen and imminent security, fraud or malware danger.

Needs a qualified lawyer: Art. 3(2) and Art. 8(a) P2B. Note the waiver rule deliberately NOT relied on here: submitting new goods or services can count as a clear affirmative waiver of the notice period, but not where the notice period is longer than 15 days because the change requires significant technical adjustment. Relying on that waiver against a restaurant that merely added a dish is the kind of argument that costs more than the notice period. The 15-day floor is enforced in code by DocumentVersion::MERCHANT_NOTICE_DAYS and asserted by a test.

13. Ending it, and what happens to your data afterwards

You can end this agreement at any time on 30 days' notice, and we will not charge you for leaving. Ending it does not affect orders already placed or money already owed either way.

After it ends we keep: your order and payment records for as long as tax and accounting law requires; your identity information under section 3 for six months and then we delete it; and your menu content for 30 days in case you come back, after which it is deleted.

You can export your own menu and your own order history at any time while the agreement is live, and for 30 days after it ends.

Needs a qualified lawyer: Art. 8(b) and 8(c) P2B require the termination conditions and a description of post-termination data access. The 30-day export window and the menu retention figure are drafted, not built — confirm or change them to match what is actually implemented before publication. The six-month figure for identity data is fixed by DSA Art. 30(5) and is a deletion mandate rather than a floor.

14. Complaints, and how to escalate one

Greece and the EU only

You can complain to us about anything: a decision we made, a technical problem, something we did or did not do, or something in this agreement. It is free, it is handled by a person, and we will answer you individually and in plain language rather than with a template.

Complain through your merchant console or by writing to us. We will acknowledge it, tell you who is dealing with it, and give you an answer with reasons.

If we cannot resolve it between us, we are willing to go to mediation. The mediators we will engage with are named below and we will pay a reasonable share of the cost.

None of this stops you going to court at any point, before, during or after.

Needs a qualified lawyer: Arts. 11 and 12 P2B. THREE THINGS OUTSTANDING. (1) Art. 12(1) requires AT LEAST TWO MEDIATORS TO BE NAMED IN THE TERMS, and none are named — this clause is presently incomplete and must not publish in Greece without them; they must be impartial, affordable, able to mediate in the language of these terms, accessible, and understand B2B commerce. (2) Art. 11(4) requires annual public reporting on the complaint system: total complaints, main types, average processing time, and aggregated outcomes. Nothing collects that. (3) Both Art. 11 and Art. 12(1) are DISAPPLIED for a small enterprise (fewer than 50 staff AND turnover or balance sheet not over EUR 10m, aggregating linked and partner undertakings). Confirm whether the exemption currently applies; if it does, keeping the complaint process anyway is good practice, but the mediator-naming gap stops being a blocker until the exemption is lost.

15. Other things Article 3 requires us to tell you

Greece and the EU only

Other places your food may appear: we may show your listing on our own websites and apps, on a page branded as yours, embedded in your own website, and through partners who connect to us. We will tell you before adding a new channel and you can ask us not to use it.

Intellectual property: your name, logo, photographs and menu text stay yours. You give us permission to use them to show and promote your listing while this agreement lasts, and we stop when it ends. Anything we make — the platform, its software, its own text — stays ours.

Treating our own business differently: we do not operate restaurants, own kitchens or sell our own food on this platform. If that ever changes we will tell you what different treatment applies before it does.

Other services we offer you: any additional service we offer — equipment, delivery, promotion, financing — is optional, priced separately, and you are free to buy it elsewhere or not at all. We do not require you to take one to keep your listing.

Selling elsewhere: we do not require you to charge the same prices here as anywhere else, and we do not restrict what you offer through your own website, your telephone line, or another platform.

Your identity is shown clearly to customers on every page your food appears on.

Needs a qualified lawyer: Answers Arts. 3(1)(d), 3(1)(e), 3(5), 6, 7 and 10 P2B. Two to confirm against commercial reality: the self-preferencing statement (Art. 7) is only true while Angie Eats operates no own-brand or virtual kitchens, and the price-parity statement (Art. 10) is only true while no most-favoured-nation clause is used. Both are worth keeping true — wide parity clauses attract national competition-law attention in the EU independently of P2B — but if either changes, this clause is immediately false.

16. Law and disputes

For a restaurant in Greece, Greek law applies and the Greek courts have jurisdiction. For a restaurant in the United States, the law of the state in which the restaurant operates applies.

Where you are established in the EU, Regulation (EU) 2019/1150 applies to this agreement whatever it says about governing law, and nothing here reduces it.

Needs a qualified lawyer: Confirm the Greek supervisory authority for P2B before publishing any escalation route. Law 4753/2020 designated DIMEA; multiple secondary sources report supervision has transferred to EETT, which is Greece's Digital Services Coordinator under Law 5099/2024, but the primary text of 5099/2024 does not say so and could not be confirmed. Check Law 5305/2026 and confirm directly with EETT. Also verify the reported Greek penalty range of EUR 1,500 to EUR 2,000,000 against the Government Gazette, as it rests on a single source.

14 clauses on this page carry a note above because they need a qualified lawyer. They are published rather than hidden: a reader is better served by an open question than by a confident answer that is wrong.

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