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FOOD CLUB AND (RESTAURANT) AGREEMENT AND TERMS AND CONDITIONS

FUTURE CHANGES TO THE RESTAURANT AGREEMENT & NOTICES

We may make amendments or additions to the Restaurant Agreement by giving you up to 30 days' notice (and never less than reasonable notice) at any time. Notices under this Agreement may be given by either party by email, post, fax or via any online portal to which both you and we have access. We may send you documentation (such as rules or guidelines) via these means, and we may specify that such documentation (or part(s) of it) is intended to form part of the Restaurant Agreement.

THE SERVICES WE PROVIDE TO YOU

Order Channels: We enable Customers to place Orders to purchase goods from you via an Order Channel. We intend to make each Order Channel available and functional for the purpose of providing the Service at all times but we are under no obligation to do so. Unless we have agreed otherwise, we will allow Customers to place both Card Orders and Cash Orders.

PART 2. FOOD CLUB RESTAURANT TERMS & CONDITIONS

These agreement with and associated terms & conditions are made between FOOD CLUB LLC ("we" or "us") and the Restaurant ("you").

The following capitalised terms have the following meanings in the Restaurant Agreement:

Card Order An Order placed via an Order Channel, in respect of which we have directly or indirectly collected payment from the Customer using a credit or debit card
Cash Order An Order that is not a Card Order
Chargeback Any penalty, payment reversal or similar charges or fees we incur from any card scheme, merchant acquirer or card issuer in respect of Card Orders
Customer A person who has used an Order Channel to place an Order
Delivery Charge Our charge to you in respect of each Order for which we provide Delivery Services to you. The amount of this is set out in the Restaurant Agreement
Opening Hours Has the meaning given in relevant section
Order An order for your goods placed by a Customer and communicated to you by us, and where relevant any comments directed to you by the Customer
Order Channel Any of the Website, related mobile applications and ordering platforms
Premises An outlet controlled by you from which food, drink and other products are prepared and / or served or distributed to consumers
Product Any hardware or software provided by us to you (or your staff or contractors) for the purpose of receiving or managing Orders (or other related purposes)
Restaurant Charges The monthly subscription fee of BHD 60/-
Service Charge The amount, if any, charged by us to the Customer for use of the Order Channels and for the services we provide to the Customer and associated benefits including customer care
Website (TO BE ADDED BY FOOD CLUB)

5 Agency: We enable Customers to place Orders to purchase goods from you via an Order Channel. We intend to make each Order Channel available and functional for the purpose of providing the Service at all times but we are under no obligation to do so. Unless we have agreed otherwise, we will allow Customers to place both Card Orders and Cash Orders.

6 Marketing: We may carry out marketing activities using your brand, the purpose of which is to generate more Orders for you. For example, we may do this online by search engine optimisation using your brand name or other keywords relating to your restaurant, by displaying your menu in search results (including on online maps) or by adding links to Order Channels in search engine results for your brand. We may also create and promote a website with a domain of our choosing which allows consumers to view your products and links to the Order Channels, and (after first obtaining your permission) place a link to any Order Channel on your own website or other online assets controlled by you or us . You give us your consent to use your name, logo and other intellectual property for the purpose of these marketing activities during the term of the Restaurant Agreement, and you warrant to us that you have the ability to grant this consent to us. Unless you have given us notice to the contrary at any time, you also consent to receiving from time to time direct marketing communications from us relating to our products or services or those of selected third-parties via e-mail, post, fax or other means of communication.

7 YOUR USE OF THE PRODUCT

8 Ownership of hardware, repairs & return: The Product hardware, and any other hardware we supply to you remains our property at all times, and must be returned to us in good working condition at the end of the Restaurant Agreement. If it is not returned, or if you damage the Product through negligence, misuse or by allowing alterations to be performed by anyone other than us or our representatives, we may charge you for our reasonable costs of repairing or replacing the relevant hardware.

9 Ownership of software & use: The Product software remains our property, or that of our licensors at all times. You are authorised to use this software during the Term in accordance with any end-user licence which we give you notice of from time to time. You must ensure compliance with the terms of that licence by your employees and contractors. You must not, and you must ensure that your employees and contractors do not reverse engineer, decompile, disassemble, crack or otherwise misuse the Product software, and you will use reasonable efforts to keep the functionality of the Product software confidential to you and your employees and contractors.

10 Product changes: We may upgrade or alter the Product hardware or Product software at any time.

11 Product instructions: You must follow any lawful instructions we give you in relation to the use of the Product hardware or software.

12 SIM card: If the Product contains a SIM card, you must ensure that it is not used for any reason other than in connection with the Product's use as part of the Service. We may, acting reasonably, invoice you for any costs incurred by us which we believe result from the SIM card being used for any other reason.

13 Remote access: We may remotely access the Product software at any time for any lawful reason, in particular to update the software or to perform software maintenance.

14 YOUR FULFILMENT OF ORDERS

15 Your obligations to Customers: You acknowledge and understand that once a Customer has placed an Order via an Order Channel, a contract for the supply of goods has been created and you are obliged to fulfill that Order in accordance with the Order details received from us. If you do not prepare and deliver an Order you receive, you acknowledge that you are in breach of your agreement with the Customer, and that we may take any action we see fit (including refunding the Customer for any amount received by us from them).

16 Acceptance & rejection: So that we can communicate promptly to Customers the status of their Order, the Product may allow you to indicate your acceptance or rejection of an Order. You will use best efforts to accept all Orders received from us promptly during your Opening Hours. If you cannot fulfill your obligation to the Customer in respect of any Order, you must communicate this to us as soon as possible so that we can inform the Customer.

17 Preparation :The goods forming part of any Order will be supplied from the Premises to which the Order relates and prepared under your control and with reasonable care and skill, and otherwise in accordance with the terms of the Restaurant Agreement.

18 Customer receiptsYou will provide each Customer with a receipt (and a VAT receipt) in respect of an Order, if the Customer so requests.

19 Delivery and collection :Unless we have agreed otherwise, we will allow Customers to select delivery or collection when placing their Order. If the Customer selects delivery, you will use reasonable commercial efforts to deliver or procure the delivery of the ordered goods to the Customer promptly at the address communicated to you by us. You must also check that the Order number given by the Customer corresponds with the Order number received by you from us.

20 Identification checks :If you deliver the goods forming the Order, you will use reasonable efforts to establish that the person receiving them is authorised to receive the goods. Where the Order is a Card Order, you must comply fully with the card verification procedures set out and required by the Central Bank of Bahrain. You acknowledge that you are solely responsible for ensuring that the Customer is over the relevant legal age for the purchase of any age-restricted goods.

21 Card Verification Procedures :Card payments are to follow the procedures set out by our contracted payment service provider. Entities which

22 On delivery :Ask the cardholder to produce the credit/debit card used to pay for the Order and obtain the cardholder’s signature on the receipt. Check that the signature on the receipt matches the signature on the credit/debit card. Check also that the last 4 digits of the credit/debit card match those on the receipt printed from the Product.

23 After delivery : Upon our request in connection with an incident of card fraud, send us the signed receipt.

24 If you fail to produce the signed receipt, we will have the right not to make any payment to you in relation to such Order or, if such payment has already been made, to recover from and charge you the full amount of such payment.

25 Complaints & compensation : If a Customer complains to us about any aspect of an Order and we give you details of the complaint you will respond to the Customer in a timely manner and will act reasonably and cooperate with us to ensure a prompt resolution. Where we, acting reasonably, have incurred costs as a direct result of complaints about your goods or delivery services, Premises or services (including where you have rejected an Order), we may invoice you for those costs.

26 INFORMATION YOU SUPPLY TO US

27 Accuracy & completeness : You must supply us with any information about your products, your Premises or your business (" partner information"), which we (acting reasonably) may ask you to supply, and you must ensure that such information is accurate. You acknowledge that your partner information (such as postcode, delivery radius and opening hours) and information about your dishes and products will be reproduced verbatim for display to Customers via the Order Channels. You must ensure that we are supplied with partner information which is up to date at all times.

28 Allergen information : You are responsible for providing us with up to date details of any allergens in the goods offered for sale via the Order Channels in accordance with applicable laws, and you acknowledge that we will repeat the information you provide about allergens verbatim on the Order Channels. We do not undertake to check, and are not liable for checking this information on your behalf.

29 Opening hours : You must keep us informed of your hours of operation, and in the case of sales of alcohol products, any licensing restrictions on the hours during which such products can be sold. If your Opening Hours are stated on your menu, we will be entitled to treat these as the Opening Hours unless you give us notice to the contrary.

30 PRICE PROMISE

31 Restaurant prices & discounts : Unless we have agreed otherwise, the prices, discounts and special offers you provide in respect of your goods and services through the Order Channels (including any delivery charges and minimum order values set by you) must be no less favourable than those offered to consumers via your own online channels for the same goods or services, and you must ensure that details of all prices, discounts and special offers offered on your website are promptly supplied to us so that where we reasonably can, we can offer them to Customers via the Order Channels.

32 OUR CHARGES

33 General : We will charge the Restaurant Charges to you on a monthly basis.

34 Other charges to you : We may also charge you for other services we have provided to you (such as Top Placement) or administrative services at the rates we give you due notice of from time to time.

35 CUSTOMER CHARGES

36 We may – subject to due notice - charge each Customer who places an Order a Service Charge, as we see fit. Where the Service Charge applies, you will include it in that Customer's receipt for goods. You will collect the Service Charge on our behalf from each Customer who places a Cash Order.

37 PAYMENTS FROM CUSTOMERS

38 Authorisation : You irrevocably authorise us to act as your agent to accept, receive, and channel amounts using our payment service provideron your behalf, and you authorise us to notify third-parties (including Customers) that we are so authorised.

39 Refunds : You understand that we are not under any obligation to make refunds of any amounts you have paid to us in respect of the Service or any ancillary or related services (including payments in relation to Top Placement). A top-up point system will credit points into the Customers account which can be utilized in future Orders from the restaurant which was due to refund.

40 YOUR AUTHORITY & CHANGES TO RESTAURANT PROPRIETORSHIP

41 Authority to deal with us : : Unless we have agreed otherwise in writing, we are authorised to take instructions in respect of your account from, and provide information about your account to, the person who signed the Restaurant Agreement, any person who appears to us to be employed by that person or by the Restaurant and any other person who we (acting reasonably) are satisfied has authority to act on your behalf. You will promptly provide us with any information or evidence we may request for the purpose of proving ownership of the Restaurant or its business or Premises.

42 Franchises : We will not be liable to you if we, acting reasonably, decline to provide any aspect of the Services or related 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.

43 Changes to proprietorship : If you cease to operate your business, or you give someone else the right to operate your business (whether permanently or temporarily) you must give us written notice as soon as possible. If we receive notice of a change to the proprietorship of your business, or other important details relating to your business (for example a change of name, or a change to the account to which payments to you are made) from someone other than you and who appears to us to be authorised by you, then we will make reasonable efforts to contact you. You acknowledge that if you don't respond, or if you don't give us the notice referred to in the first sentence of this section, we may terminate this Restaurant Agreement without further notice to you.

44 CONSENTS & COMPLIANCE WITH LAWS

45 Compliance with laws : You warrant, represent and undertake to us that you, and any contractors you use in connection with the preparation or delivery of Orders will comply at all times with all applicable laws and regulations, in particular (but without limitation) in relation to health and safety, VAT, data protection, food standards, hygiene and information, and the sale of regulated products, and will provide reasonable evidence to us of compliance upon request.

46 Licences & consents : You warrant, represent and undertake to us that you have and will maintain, and will ensure that your contractors have and will maintain, on signature and throughout the term of the Restaurant Agreement, any consents, licences, permissions, approvals or authorisations ("Consents") (including from any franchisor) required in connection with entering into the Restaurant Agreement and your performance of your obligations under it, and you will, and will ensure that your contractors will, comply at all times with the terms of such Consents. If you sell alcohol you will also inform us of any restrictions or conditions of your licences that would need to be managed through an Order Channel such as any restrictions of the times at which alcoholic products can be made available for sale. You are not party to and will not enter into any agreement which would be breached by, or under which any default would occur as a consequence of becoming a party to the Restaurant Agreement. If you are a franchisee, you warrant to us that you have obtained all necessary Consents from your franchisor in respect of your entry into the Restaurant Agreement and that you have given notice to your franchisor that you have entered into the Restaurant Agreement. You will notify us immediately if any Consent is revoked or suspended, lapses, or you otherwise cease to be able to rely on or benefit from any such Consent for any reason.

47 Data protection : We may share personal data with you in the performance of our obligations under the Restaurant Agreement. The personal data processed under the Restaurant Agreement. You warrant that you will comply at all times with applicable data protection legislation, and you will maintain appropriate measures to ensure that the rights of the people to whom the personal data relates are protected. You will also implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risks presented by your processing of the personal data, and you must not transfer any personal data outside of the Kingdom of Bahrain without our consent. If you process any personal data pursuant to the Restaurant Agreement you will follow any instructions we give you in respect of that data, which may include activities that assist and enable us to comply with our obligations under applicable data protection laws, and you will immediately notify us on becoming aware of any actual or possible breach of this section.

48 Identity of data subjects : Customers. Types of personal data processed: personal details including titles, first name, last name, email address, delivery address, phone number and online identifiers including IP address. Duration of processing by you: until the earliest of the expiry of the Restaurant Agreement plus 28 days, or the date upon which processing is no longer necessary for the performance of your obligations under this Agreement. Nature of processing: receipt, storage and deletion. Purpose of processing: the fulfillment of Orders.

49 Taxes : You are solely responsible for self-assessing, claiming and remitting all applicable taxes.

50 REVIEWS

51 We may display on the Order Channels ratings and comments ("Reviews") provided by Customers regarding the Restaurant or an Order. We assume no responsibility or liability to you for any Reviews, and we are not under any obligation to you to remove or edit any Reviews. You will not yourself post, or cause any other party to post any Reviews about your own Restaurant or which otherwise breach any guidelines for Reviews published by us.

52 SUSPENSION OF SERVICES

53 If we (acting reasonably) believe that you are in default of your obligations under the Restaurant Agreement or otherwise are operating your business in a manner which is harmful to our business, goodwill or reputation then without limiting our other rights or remedies, we may at any time suspend provision of the Services under the Restaurant Agreement (including by suspending your profile on any Order Channel and ceasing to conclude the sale of your goods via any Order Channel) or any other services that we provide to you without liability to you. If you operate more than one Premises, we are entitled to invoke this clause in respect of only one Premises or all of them, at our reasonable discretion.

54 TERM & TERMINATION

55 Term : The Restaurant Agreement comes into force when executed by you, and has an initial term of twelve months. Thereafter, it will automatically renew for successive twelve-month periods unless terminated in accordance with its terms.

56 Termination : You can terminate the Restaurant Agreement by giving us 30 days' notice at any time. If you are in breach of the Restaurant Agreement, we can terminate it on notice to you. Otherwise, we can terminate the Restaurant Agreement by giving you up to 30 days' notice (but not less than reasonable notice) at any time.

57 Automatic termination : Following execution of the Restaurant Agreement, we may require you to provide information or execute further documents for the purpose of onboarding the Restaurant or other compliance purposes. You understand that if you cannot comply with our reasonable requirements within 60 days of execution, and as a result the Restaurant does not go online on the Website within that period, the Restaurant Agreement will automatically terminate on the last day of that period.

58 Obligations at the end of the Term : At the end of the Term, we will remove or disable the Restaurant’s profile on the Order Channels reasonably promptly. Both you and we will also promptly stop using each other's intellectual property both online and offline (for example, you will remove any links to the Website which may exist on your own website). We will promptly cease to perform the our obligations and use reasonable efforts to procure that any affiliate performing similar functions on our behalf ceases to do so, and (if applicable) we will shut down any Order Channel in our control which links to your website. Cached versions of such Order Channels may continue to exist in the web browsers and web servers of search engines and customers following such termination. We will not have any liability to you in connection with these matters to the extent that they lie outside of our control.

59 LIMITATION OF LIABILITY & INDEMNITY

60 General exclusion : Nothing in the Restaurant Agreement will limit or exclude either party's liability for: death or personal injury caused by its own negligence, or the negligence of its employees, agents or subcontractors; or fraud or fraudulent misrepresentation; or breach of the terms implied the laws of the Kingdom of Bahrain; or breach of any term implied by any statute or any liability which (in each case) cannot lawfully be limited or excluded.

61 Exclusion of our liability : We are not liable to you whether in contract, tort (including negligence), breach of duty or otherwise for: (a) any special damages, any loss of goodwill, reputation, business, profits, data, actual or anticipated income or profits or loss of contract or any indirect or consequential losses; and (b) any damages, costs, direct or indirect losses which relate to faults, breakdowns or other interruptions to the ability of Customers to place Orders for any reason whatsoever;

62 Limitation of our liability : Our total liability to you in respect of any losses arising under or in connection with the Restaurant 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.

63 Force majeure : We will not be liable to you as a result of any delay or failure to perform our obligations under the Restaurant Agreement caused by any event or circumstance beyond our reasonable control.

64 Indemnity : You will indemnify us against: any charges (including Chargebacks), losses, damages or claims (and all related costs) made or levied against us by a Customer or any third party in connection with a breach by you of the Restaurant Agreement and/or any applicable laws, rules and regulations in force at the relevant time; and any losses, damages or claims (and all related costs) resulting from a third-party claim against us relating to a violation of the third party’s intellectual property rights where we have used a brand name, logo or related intellectual property in accordance with the Restaurant Agreement.

65 OTHER MATTERS

66 Entire agreement : The Restaurant Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between the parties, whether written or oral, relating to its subject matter, and neither party will have any claim for innocent or negligent misstatement based upon any statement in the Restaurant Agreement.

67 Assignment etc. by us : We are entitled to assign, transfer or sub-contract all or any of our rights and obligations under the Restaurant Agreement to any entity which is at least 50% owned or is controlled by us, or which directly or indirectly controls us, or which is owned (directly or indirectly) by any entity that directly or indirectly controls us, or to any other third-party which owes us at least equivalent obligations as we owe to you under this Agreement.

68 Assignment etc. by you : You are entitled to assign, transfer, charge, or sub-contract all or any of your rights or obligations under the Restaurant Agreement only with our prior consent in writing.

69 Confidentiality : The terms of this Restaurant Agreement, and any information received pursuant to the Restaurant Agreement by one party about the other which is not in the public domain is confidential and will not be disclosed during the term of the Restaurant Agreement or at any time thereafter save as required by law.

70 Severability : If any of the terms or conditions of the Restaurant Agreement are declared wholly or partly invalid, illegal or unenforceable, the remainder of the Restaurant 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.

71 Governing law & jurisdiction : The Restaurant Agreement and any dispute or claim arising out or in connection with it or its subject matter or formation (including any dispute or claim relating to non-contractual obligations) is governed by and construed in accordance with the applicable laws of The Kingdom of Bahrain. The courts of Ireland have exclusive jurisdiction to settle any dispute or claim (including any dispute or claim relating to non-contractual obligations) arising in connection with the Restaurant Agreement.