1. DEFINITIONS

Between:

Brown Bros Ventures Ltd, a private limited company registered in England and Wales (Company No. 16572625), with its registered office at 40 32nd Avenue, Hull, England, HU6 9SE, trading as TakeawaySupermarket.com ("Takeaway Supermarket" or "takeawaysupermarket.com").

Partner: A trading takeaway business who signs this Agreement electronically, providing full name, company name, registered address, company number, and email.

Effective Date: The date of electronic signature by the Partner.

2. GRANT OF LICENSE

2.1 Takeaway Supermarket grants the Partner a limited, non-exclusive, non-transferable license to operate under the Brand.

2.2 All intellectual property—trademarks, menus, images, marketing assets—remain the sole property of Takeaway Supermarket.

2.3 The Partner does not acquire ownership or proprietary rights in the Brand.

2.4 Modifying or reproducing brand assets without written approval is strictly prohibited.

3. PARTNER RESPONSIBILITIES

3.1 The Partner is responsible for daily operations, including:

Food preparation, quality, and hygiene compliance

Stock control and ingredient sourcing

Staffing and payroll

Health and safety compliance, including certifications

3.2 The Partner agrees to:

Maintain all required food safety and hygiene standards

Accept full liability for food quality, service, and legal compliance

Indemnify Takeaway Supermarket against any claims or damages

3.3 The Partner must immediately report any legal investigations or regulatory breaches.

4. BRAND USAGE & MARKETING

4.1 The Partner must use the brand-specific email provided (e.g., brand.postcode@takeawaysupermarket.com).

4.2 All marketing and promotions are controlled exclusively by Takeaway Supermarket.

4.3 The Partner may not promote the Brand independently without written approval.

4.4 Only approved logos, menus, and marketing materials may be used.

4.5 Unauthorized use or alteration of brand assets constitutes a material breach.

5. PAYMENT TERMS

5.1 Activation & Setup Fee

5.1.1 The Agreement is binding upon electronic signature but only activates upon full payment of the £495 setup fee.

5.1.2 Payment must be made via Stripe within 48 hours of signing.

5.1.3 Failure to pay on time may result in voiding the Agreement.

5.1.4 Extensions may be granted at Takeaway Supermarket's discretion.

5.2 Ongoing Fees

The Partner agrees to the following per Brand:

£495 one-time setup fee (prior to launch)

£25 weekly subscription fee

2.9% commission on total order volume

5% marketing contribution on total order volume (managed by Takeaway Supermarket)

5.3 Payment Conditions

Customer payments go directly into the Partner’s account

The Partner must remit fees to Takeaway Supermarket on time

Late payments will result in:

Daily retry attempts for 7 days

Suspension of services after 7 days

Referral to collections after 30 days

£25 admin fee per late payment (per Brand)

Partner must notify Takeaway Supermarket of any account/payment issues

5.4 Marketing Contribution

5% of total weekly order volume is allocated to marketing spend managed exclusively by Takeaway Supermarket. This includes delivery platform ads and brand visibility efforts. Takeaway Supermarket may adjust marketing spend based on performance and seasonality.

5.5 Third-Party Platform Fees

5.5.1 The Partner is solely responsible for any fees imposed by third-party platforms (e.g., delivery aggregators, payment processors).

5.5.2 These are not included in the Takeaway Supermarket commission or marketing fee.

5.5.3 The Partner must review and agree to external platform terms independently.

6. SUSPENSION OF SERVICES

6.1 Services may be suspended if fees are overdue.

6.2 Services resume only once balances are cleared.

6.3 Takeaway Supermarket is not liable for any business loss due to suspension.

7. TERM & TERMINATION

7.1 The Agreement runs for a 6-month minimum term, then auto-renews monthly.

7.2 Either party may terminate with 30 days’ written notice.

7.3 Early termination does not remove payment obligations.

7.4 Immediate termination may occur for:

Non-payment

Unauthorized brand use

Legal or operational failures

8. NON-COMPETE & EXCLUSIVITY

8.1 During the term and for 6 months after, the Partner may not:

Operate or assist a competing virtual brand in the same area

Promote or collaborate with competitors

9. CONFIDENTIALITY

9.1 All commercial, strategic, and operational information is strictly confidential.

9.2 No disclosure to third parties without written consent unless required by law.

10. AUDIT & FINANCIAL VERIFICATION

10.1 The Partner must provide financial records upon request.

10.2 Non-cooperation is a material breach.

10.3 Takeaway Supermarket may audit financials relevant to the Brand at any time.

11. STAFF & HR

11.1 The Partner is fully responsible for hiring, training, and HR compliance.

11.2 All applicable employment laws must be followed.

11.3 Takeaway Supermarket holds no liability for employment issues.

11.4 The Partner indemnifies Takeaway Supermarket against employment-related claims.

12. INDEMNITY & LIABILITY

12.1 The Partner indemnifies Takeaway Supermarket from any claims related to food, service, operations, or legal breaches.

12.2 Takeaway Supermarket’s liability is limited to direct damages caused by gross negligence.

12.3 No liability for indirect, incidental, or punitive losses.

13. FORCE MAJEURE

13.1 Neither party is liable for events beyond control (e.g., natural disasters, pandemics, strikes).

13.2 Affected party must notify the other promptly.

13.3 If impact lasts more than 30 days, either party may terminate.

14. GOVERNING LAW

14.1 This Agreement is governed by the laws of England and Wales.

14.2 Disputes fall under the exclusive jurisdiction of England and Wales courts.

15. ENTIRE AGREEMENT

15.1 This document supersedes all previous agreements.

15.2 Amendments must be in writing and signed by both parties.

16. NOTICES

16.1 Notices must be sent via email or registered post to official contact details.

17. EXECUTION & COUNTERPARTS

17.1 The Agreement may be signed in counterparts; all parts together form one Agreement.

18. SETUP FEE

18.1 £495 setup fee is non-refundable and confirms Partner’s commitment.

18.2 No services will begin until payment is received.

19. TERMINATION FEES

19.1 Fees remain payable during the 30-day notice period.

19.2 Early termination due to breach does not waive outstanding payments.

20. MISCELLANEOUS

20.1 Invalid clauses do not void the rest of the Agreement.

20.2 Delay in enforcement does not waive future rights.

20.3 Partner may not assign rights without written consent.

21. CUSTOMER RATINGS

21.1 Partner must maintain a 3-star average or higher.

21.2 Two consecutive weeks below 3 stars may trigger review.

21.3 Continued low ratings may result in suspension or termination.

22. MULTI-LOCATION OPERATION

22.1 Expansion to new locations requires written approval.

22.2 Each location must be independently registered.

22.3 Poor performance may lead to license withdrawal.

23. TAX COMPLIANCE

23.1 The Partner is responsible for all tax liabilities (VAT, income, corporation).

23.2 Financial records must be accurate and up to date.

23.3 Tax evasion is a material breach.

23.4 On suspicion of fraud, Takeaway Supermarket may:

Suspend services immediately

Demand full disclosure

Terminate the Agreement

Report to relevant authorities

23.5 The Partner indemnifies Takeaway Supermarket from tax-related penalties.

24. TRAINING & KNOWLEDGE PROTECTION

24.1 All training and operational materials are confidential.

24.2 Sharing proprietary content is prohibited.

24.3 Breach results in immediate termination.

24.4 All suspected misuse must be reported.

25. DATA PROTECTION

25.1 The Partner must comply with UK GDPR and Data Protection Act 2018.

25.2 Customer data must be lawfully managed and securely stored.

25.3 Selling or misusing data is strictly prohibited.

25.4 Data breaches must be reported immediately.

25.5 The Partner indemnifies Takeaway Supermarket from data-related claims.

26. BRAND AUDITS

26.1 Takeaway Supermarket may conduct operational audits and feedback checks.

26.2 Partner must fully cooperate.

26.3 Failure to comply may lead to suspension or termination.

27. INTELLECTUAL PROPERTY INFRINGEMENT

27.1 The Partner confirms no third-party IP is being infringed.

27.2 The Partner assumes liability for any infringement claims.

27.3 All infringing activity must cease immediately upon notice.

28. INSURANCE

28.1 The Partner must hold valid:

Public liability insurance

Employer’s liability insurance

Product liability insurance

28.2 Proof must be provided upon request.

28.3 Failure to maintain insurance may result in termination.

29. DISPUTE RESOLUTION

29.1 Parties agree to attempt amicable resolution first.

29.2 If unresolved within 30 days, mediation will be pursued.

29.3 If mediation fails, arbitration or court proceedings may follow.

29.4 Either party may seek urgent legal action if necessary.

30. FORCE MAJEURE (Duplicate of Clause 13)

30.1 No party is liable for failures due to uncontrollable events.

30.2 Must notify the other and seek to mitigate the impact.

30.3 If disruption continues for 30+ days, termination may occur.

Final Confirmation Statement:

By making this payment, I confirm that I have read, understood, and agreed to the terms of the Master Partnership Agreement with Brown Bros Ventures Ltd (trading as Takeaway Supermarket). I understand that this payment activates the licensing agreement and all obligations outlined within it.

Effective Date: Upon setup fee payment

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