This Agreement is made between:
(1) PLATOO LTD, a company incorporated in England and Wales (company number 17138616) whose registered office is at 29 Croft Street, Hyde, England, SK14 1JA (“PLATOO”, “we”, “us”, “our”); and
(2) [RESTAURANT LEGAL NAME], a [sole trader / limited company / partnership] [(company number [NUMBER])] whose trading address is at [FULL ADDRESS INCLUDING POSTCODE] (“the Restaurant”, “you”, “your”).
Each a “Party” and together the “Parties”.
(A) PLATOO operates an online ordering marketplace under the PLATOO brand (the “Platform”) that connects independent restaurants with consumers and processes payment between them.
(B) PLATOO is a software intermediary only. PLATOO does not handle, prepare, package, store, sell, deliver or transport food. Each contract for the supply of food and (where applicable) its delivery is concluded directly between the Restaurant and the Customer.
(C) The Restaurant operates an independent food business in the United Kingdom and wishes to receive Orders through the Platform and fulfil those Orders directly to Customers, including all delivery.
(D) The Parties agree to be bound by the terms set out below.
The clauses below form the operative agreement.
1.1 In this Agreement, the following words have the following meanings:
1.2 Headings are for convenience only and do not affect interpretation. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. The words “including”, “include” and “in particular” are illustrative and not limiting.
2.1 PLATOO is a software intermediary. The contract for the supply of food and any delivery service is concluded directly between the Restaurant and the Customer. PLATOO is not a party to that contract.
2.2 PLATOO does not, and shall not be deemed to:
(a) sell food or beverages;
(b) prepare, cook, package, store, handle, deliver or transport food;
(c) own or operate any food business establishment;
(d) take title to any food at any point; or
(e) act as the Customer's agent.
2.3 The Restaurant is solely responsible for all aspects of the food it supplies and the delivery it carries out, including without limitation:
(a) food safety, hygiene, temperature control, allergen management, traceability and recall;
(b) compliance with the Food Safety Act 1990, the Food Safety and Hygiene (Scotland) Regulations 2006 (and equivalent regulations in any other part of the UK in which the Restaurant operates), the Food Information Regulations 2014, and all other Applicable Law relating to food businesses;
(c) registration with Food Standards Scotland (or the relevant local authority for food businesses outside Scotland) at least 28 days before commencing supply of food through the Platform;
(d) holding a Food Hygiene Rating Scheme rating or, in Scotland, a Food Hygiene Information Scheme rating;
(e) delivery of Orders to Customers, including driver conduct, vehicle insurance, hot-holding equipment, and any liability arising from the delivery; and
(f) compliance with employment, tax, immigration and licensing law in respect of the Restaurant's own staff and drivers.
2.4 PLATOO acts as the Restaurant's limited collection agent solely to receive payment from Customers on the Restaurant's behalf through the Payment Processor. Receipt of payment by the Payment Processor on the Restaurant's connected account discharges the Customer's payment obligation to the Restaurant.
2.5 Nothing in this Agreement creates a partnership, joint venture, agency (save as expressly stated in clause 2.4), franchise, employment or fiduciary relationship between the Parties.
3.1 During the Term and subject to the Restaurant's compliance with this Agreement, PLATOO grants the Restaurant a non-exclusive, non-transferable, revocable licence to access and use the Platform for the purpose of receiving and fulfilling Orders.
3.2 PLATOO will:
(a) create and maintain a Listing for the Restaurant on the Platform;
(b) make the Platform available to Customers;
(c) facilitate the placement of Orders and the processing of payment via the Payment Processor;
(d) provide the Restaurant with access to a restaurant dashboard for accepting, managing and tracking Orders;
(e) provide basic order analytics; and
(f) provide first-line Customer support in respect of the operation of the Platform itself.
3.3 PLATOO will use reasonable endeavours to make the Platform available 24 hours a day, but does not warrant that the Platform will be uninterrupted or error-free. PLATOO may suspend access to the Platform for scheduled or emergency maintenance.
3.4 PLATOO is not responsible for, and shall have no liability in respect of:
(a) any Customer complaint relating to the quality, condition, accuracy, allergen content or fitness for purpose of the food supplied;
(b) any delay, non-delivery, mis-delivery or damage in the course of delivery by the Restaurant; or
(c) any dispute between the Restaurant and the Customer relating to the food or delivery.
4.1 Before going live on the Platform, the Restaurant must:
(a) complete the onboarding process to PLATOO's reasonable satisfaction;
(b) provide accurate Menu Content, including allergen and dietary information complying with the Food Information Regulations 2014 and (where Pre-Packed for Direct Sale items are sold) the Food Information (Amendment) (England) Regulations 2019 and equivalent Scottish regulations (“Natasha's Law”);
(c) complete Stripe Connect onboarding with the Payment Processor and maintain a connected Stripe account in good standing throughout the Term;
(d) provide evidence of its food business registration with the relevant local authority; and
(e) provide evidence of valid public liability insurance with a minimum indemnity limit of £5,000,000 (five million pounds sterling).
4.2 The Restaurant warrants that all Menu Content and other information it provides is accurate, complete, not misleading, and updated promptly when it changes. The Restaurant is solely responsible for the accuracy of allergen and dietary information on each menu item.
4.3 The Restaurant grants PLATOO a non-exclusive, royalty-free, worldwide licence during the Term to use, reproduce, display, adapt and sub-licence the Menu Content for the purpose of operating, marketing and promoting the Platform and the Restaurant's Listing.
5.1 A Customer places an Order through the Platform. The Restaurant must accept or decline each Order through the restaurant dashboard within five (5) minutes of receipt. An unaccepted Order may be cancelled automatically by the Platform.
5.2 Acceptance of an Order by the Restaurant on the Platform constitutes the formation of a binding contract between the Restaurant and the Customer for the supply of food and (where applicable) delivery, on the terms of the Customer Terms.
5.3 Once accepted, the Restaurant must:
(a) prepare the Order to the standard described in the Listing;
(b) honour all allergen, dietary and preparation requests confirmed at acceptance;
(c) dispatch the Order within the preparation time indicated in the Listing; and
(d) complete delivery to the Customer's stated address within the estimated delivery window.
5.4 The Restaurant must mark each Order as “preparing”, “ready”, “out for delivery” and “delivered” on the restaurant dashboard, in real time, as each status is reached. Delivery is confirmed by the Customer providing a four-digit delivery code to the Restaurant or driver on receipt.
5.5 If the Restaurant cannot fulfil an Order after acceptance, it must cancel the Order on the dashboard immediately and contact PLATOO support. Repeated post-acceptance cancellations may give rise to the consequences set out in clause 14.
6.1 Customer payment. The Customer pays the total Order amount (Subtotal plus any restaurant-set delivery fee plus the Routing Fee plus any tip and applicable taxes) to the Restaurant's connected Stripe account via the Payment Processor, with the Commission and Routing Fee deducted to PLATOO as set out in Schedule 1.
6.2 Commission and Routing Fee. The Restaurant authorises PLATOO to deduct the Commission and Routing Fee from each Order at the time of payment. The Commission rate and Routing Fee amount in force on the Effective Date are set out in Schedule 1. PLATOO may amend these on not less than 30 days' written notice.
6.3 Payouts. Net Order proceeds (Subtotal less Commission, plus the restaurant-set delivery fee where applicable, less any refunds or chargebacks) are paid out by the Payment Processor to the Restaurant's nominated bank account on the payout schedule set by Stripe Connect (typically weekly, subject to Stripe's standard timing).
6.4 Taxes. The Restaurant is solely responsible for declaring and paying all taxes (including VAT where applicable) on its own supplies to Customers. PLATOO will provide the Restaurant with a monthly statement of the Commission charged, for the Restaurant's records. The Routing Fee is paid by the Customer at checkout and retained by PLATOO; it is not charged to the Restaurant and is not deducted from the Restaurant's payout. PLATOO LTD is not currently VAT-registered. If PLATOO becomes VAT-registered during the Term, the Commission will be subject to UK VAT at the prevailing rate from the date of registration, PLATOO will issue valid VAT invoices for the Commission, and the Restaurant may recover any input VAT in accordance with its own VAT position.
6.5 Refunds and chargebacks. Where a refund is issued to a Customer (whether at the Restaurant's request, by agreement, or as the result of a Customer dispute upheld under the Customer Terms), the refund is deducted from the Restaurant's payout. Card chargebacks raised by Customers against the underlying transaction will be passed through to the Restaurant in accordance with Stripe's chargeback policy; the Restaurant remains liable for the chargeback amount and any chargeback fee.
6.6 Set-off. PLATOO may set off any sums owed by the Restaurant to PLATOO against any payout owed to the Restaurant.
7.1 The Restaurant warrants on a continuing basis that:
(a) all food supplied is safe, fit for human consumption, and prepared in accordance with the Food Safety Act 1990 and all other Applicable Law;
(b) the Restaurant operates a documented food safety management system based on HACCP principles, or a Safer Food, Better Business / CookSafe equivalent;
(c) all staff handling food hold a Level 2 Food Hygiene qualification (or equivalent) and have received allergen awareness training;
(d) allergen information for every menu item is accurate, complete, and corresponds to the fourteen regulated allergens listed in Annex II of Regulation (EU) No 1169/2011 as retained in UK law;
(e) the Restaurant maintains a Food Standards Scotland (or relevant local authority) registration and will provide its FHRS/FHIS rating on request;
(f) the Restaurant complies with all temperature control, storage, traceability, labelling and recall requirements; and
(g) the Restaurant holds valid public liability insurance of not less than £5,000,000 throughout the Term and will provide a certificate on request.
7.2 If the Restaurant becomes aware of any food safety incident, allergen incident, contamination, suspected food poisoning, recall, prohibition notice, improvement notice, hygiene emergency prohibition or downgrade of its FHRS/FHIS rating, the Restaurant must notify PLATOO within 24 hours.
7.3 PLATOO may suspend the Restaurant's Listing immediately and without notice if it has reasonable grounds to believe that continued operation poses a risk to Customer health or safety, or where required by an authority.
8.1 PLATOO IP. PLATOO retains all right, title and interest in the Platform, the PLATOO name and logo, the PLATOO trademark (UK00004382640), all software, designs, code, documentation, and all derivative works (the “PLATOO IP”). The Restaurant is granted no rights in the PLATOO IP except the limited licence in clause 3.1 and clause 8.2.
8.2 Trademark use. During the Term, the Restaurant may state that it is “a PLATOO partner restaurant” or display PLATOO-supplied branding in its own marketing, subject to PLATOO's reasonable brand guidelines. This permission ends on termination.
8.3 Restaurant IP. The Restaurant retains all right, title and interest in the Menu Content, its trade name and logo, and grants PLATOO the licence set out in clause 4.3 for the duration of the Term plus a reasonable wind-down period of up to 90 days after termination.
8.4 No reverse engineering. The Restaurant shall not reverse engineer, decompile, scrape, copy or create derivative works of the Platform, except to the extent permitted by Applicable Law.
9.1 Each Party will comply with its obligations under the UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003 (“Data Protection Law”).
9.2 Roles. In respect of Customer Personal Data processed in connection with this Agreement, the Parties are each independent controllers of the Personal Data they process for their own purposes:
(a) PLATOO is the controller of Customer account data, order metadata, and Platform usage data;
(b) the Restaurant is the controller of Customer Personal Data it receives from PLATOO for the purposes of fulfilling a particular Order (name, delivery address, telephone number, dietary notes); and
(c) each Party determines the means and purposes of its own processing.
9.3 The Restaurant must:
(a) process Customer Personal Data only for the purpose of fulfilling the specific Order to which it relates;
(b) not use Customer Personal Data for direct marketing, retargeting or sale to third parties without the Customer's explicit consent obtained directly by the Restaurant in compliance with PECR;
(c) implement appropriate technical and organisational measures to protect Customer Personal Data, including at a minimum: encrypted storage of any digital records (whether on cloud, mobile devices or fixed devices), role-based access controls so that Customer Personal Data is accessible only to staff who need it to fulfil Orders, secure destruction of any paper records (such as printed Order tickets) within seven days of Order completion, use of business-only email accounts or messaging tools for any electronic transmission, and use of unique passwords with multi-factor authentication enabled on every account that can access Customer Personal Data;
(d) retain Customer Personal Data only for as long as is necessary for the fulfilment of the Order, accounting, and complaint handling, and in any case no longer than required by Applicable Law;
(e) notify PLATOO within 24 hours of becoming aware of any personal data breach affecting Customer Personal Data; and
(f) cooperate with PLATOO to respond to data subject rights requests.
9.4 The Restaurant is responsible for its own ICO registration where required.
10.1 Each Party undertakes not to disclose to any third party, or use for any purpose other than performance of this Agreement, any confidential information of the other Party obtained under or in connection with this Agreement.
10.2 Confidential information does not include information that is public knowledge other than as a result of breach of this clause, or is independently developed, or is required to be disclosed by law or regulator.
10.3 This clause survives termination for two (2) years.
11.1 The Restaurant must:
(a) accept or decline Orders within 5 minutes of receipt during stated opening hours;
(b) maintain an Order acceptance rate of not less than 90% during stated opening hours;
(c) maintain a Customer complaint rate (upheld complaints as a percentage of Orders) of less than 5%;
(d) maintain a refund rate of less than 5%; and
(e) keep the Listing's opening hours, menu, prices and availability up to date.
11.2 Repeated breach of clause 11.1 may give rise to suspension or termination under clause 14.
11.3 Reviews and ratings. In compliance with the Digital Markets, Competition and Consumers Act 2024 (which prohibits fake and misleading reviews), the Restaurant shall not:
(a) submit, procure or arrange the submission of any false or fabricated review, rating or testimonial about itself or any other restaurant on the Platform;
(b) offer Customers any payment, discount, free item or other consideration in exchange for posting a review, removing a review, or modifying a review, save where such incentive is clearly and prominently disclosed to the Customer and the Customer is told that they are free to write a review of any sentiment;
(c) suppress, threaten or attempt to remove or discourage legitimate negative reviews outside PLATOO's review-moderation process; or
(d) misrepresent itself as a Customer when posting any review or rating.
11.4 PLATOO operates a review-moderation policy and may remove reviews that breach the Customer Terms or that PLATOO reasonably believes are inauthentic. The Restaurant may flag suspected fake or malicious reviews via the restaurant dashboard for PLATOO to investigate.
12.1 Restaurant indemnity. The Restaurant shall indemnify PLATOO on demand against all claims, losses, damages, fines, penalties, costs and expenses (including reasonable legal fees) suffered or incurred by PLATOO arising out of or in connection with:
(a) the Restaurant's supply of food or its delivery, including any allergen incident, food poisoning, contamination, mis-delivery, or property damage;
(b) any breach by the Restaurant of Applicable Law, including food safety, employment, tax and data protection law;
(c) any breach by the Restaurant of its warranties or obligations under this Agreement;
(d) any claim by a Customer relating to the Order, save where the claim arises solely from the operation of the Platform itself; and
(e) any infringement of third-party intellectual property rights by the Menu Content.
12.2 Cap on PLATOO's liability. Subject to clause 12.3, PLATOO's total aggregate liability to the Restaurant under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of (a) £1,000 or (b) the total Commission and Routing Fees actually received by PLATOO from the Restaurant in the 12 months preceding the event giving rise to the claim.
12.3 Unlimited liability. Nothing in this Agreement limits liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; any liability that cannot be excluded by Applicable Law.
12.4 Excluded losses. Neither Party is liable to the other for any indirect, special or consequential losses, or for loss of profit, loss of business, loss of goodwill, loss of anticipated savings or loss of data.
13.1 The Restaurant must hold and maintain throughout the Term:
(a) public liability insurance with a minimum limit of indemnity of £5,000,000 per claim;
(b) product liability insurance covering food supplied;
(c) employer's liability insurance to the statutory minimum where it has any employees; and
(d) appropriate motor insurance covering business use for any vehicle used to deliver Orders, including by the Restaurant's drivers or any drivers it engages.
13.2 The Restaurant must provide certificates of insurance on PLATOO's reasonable request and notify PLATOO of any cancellation, non-renewal or material change.
14.1 This Agreement commences on the Effective Date and continues until terminated in accordance with this clause (the “Term”).
14.2 Termination for convenience. Either Party may terminate this Agreement on 30 days' written notice to the other.
14.3 Termination for breach. Either Party may terminate this Agreement with immediate effect on written notice if:
(a) the other Party commits a material breach which (if remediable) is not remedied within 14 days of written notice; or
(b) the other Party becomes insolvent, enters into administration, has a receiver appointed, or ceases to carry on business.
14.4 Immediate suspension or termination by PLATOO. PLATOO may suspend the Restaurant's Listing or terminate this Agreement immediately and without notice if:
(a) PLATOO has reasonable grounds to believe that continued operation poses a risk to Customer health or safety;
(b) the Restaurant's food business registration, FHRS/FHIS rating or any required licence is suspended, revoked or rated 0 or 1;
(c) the Restaurant's Stripe Connect account is closed, suspended or restricted;
(d) the Restaurant repeatedly breaches the service levels in clause 11; or
(e) PLATOO is required to do so by a regulator or by Applicable Law.
14.5 Consequences of termination. On termination:
(a) the Restaurant must complete all accepted Orders not yet delivered, unless PLATOO instructs otherwise;
(b) the Restaurant's Listing will be removed from the Platform;
(c) accrued payment obligations survive;
(d) clauses 1, 2, 6.4–6.6, 8.1, 8.3, 9, 10, 11.3, 12, 19 and 20 survive.
15.1 The Restaurant shall comply with all Applicable Law relating to anti-bribery and anti-corruption including the Bribery Act 2010.
15.2 The Restaurant warrants that it has taken reasonable steps to ensure that there is no slavery or human trafficking in its supply chains or business, in accordance with the principles of the Modern Slavery Act 2015.
16.1 Notices under this Agreement must be in writing and sent:
(a) to PLATOO at: PLATOO LTD, 29 Croft Street, Hyde, England, SK14 1JA, and by email to legal@platoo.co.uk; or
(b) to the Restaurant at the email and trading address it provided at onboarding.
16.2 Notices sent by email are deemed received on the next business day. Notices sent by post are deemed received 2 business days after posting.
17.1 PLATOO may amend this Agreement (including Schedule 1) on not less than 30 days' written notice (which may be by email or by notice on the restaurant dashboard). Continued use of the Platform after the effective date of the amendment constitutes acceptance.
17.2 If the Restaurant does not accept an amendment, its sole remedy is to terminate this Agreement under clause 14.2 before the amendment takes effect.
18.1 Neither Party is liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, pandemic, governmental action, industrial dispute (other than involving its own workforce), failure of utilities or telecoms, cyber-attack, or fire (a “Force Majeure Event”). The affected Party must notify the other promptly. If the Force Majeure Event continues for more than 30 consecutive days, either Party may terminate this Agreement on written notice.
19.1 Entire agreement. This Agreement (including its Schedules) is the entire agreement between the Parties on its subject matter and supersedes all prior agreements and understandings.
19.2 No third party rights. A person who is not a Party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999.
19.3 Assignment. The Restaurant may not assign or transfer this Agreement without PLATOO's written consent. PLATOO may assign this Agreement on notice to the Restaurant.
19.4 Waiver. No failure or delay in exercising a right operates as a waiver.
19.5 Severability. If any provision is held unenforceable, the remainder continues in force.
19.6 No partnership. Nothing in this Agreement creates a partnership or joint venture.
20.1 This Agreement and any dispute arising out of or in connection with it (including non-contractual disputes) is governed by the law of England and Wales.
20.2 The Parties submit to the exclusive jurisdiction of the courts of England and Wales, save that PLATOO may bring proceedings in any jurisdiction where the Restaurant is established or holds assets.
| Item | Amount |
|---|---|
| Commission rate | 10% of Subtotal of each Order |
| Routing Fee (paid by Customer at checkout, retained by PLATOO) | £2.99 per Order |
| Refund processing fee | £0 |
| Onboarding fee | £0 |
| Monthly subscription fee | £0 |
| Chargeback pass-through | Per Stripe schedule (£15 at the date of this Agreement) |
Payouts are made via Stripe Connect on Stripe's standard schedule (typically weekly).
The Restaurant confirms that, on the Effective Date, it has in place:
For PLATOO LTD:
Signed: _______________________________
Name: Aurangzeb Ahmed
Position: Director
Date: _______________________________
For the Restaurant:
Signed: _______________________________
Name: _______________________________
Position: _______________________________
Date: _______________________________
| Version | Effective | Summary of changes |
|---|---|---|
| 1.0 | (draft, unused) | Initial draft |
| 1.1 | 1 June 2026 | (a) Clarified electronic acceptance mechanism in Effective Date definition; (b) Added VAT trigger clause in 6.4 to plan for future VAT registration; (c) Expanded data protection measures in 9.3(c) with minimum technical and organisational requirements; (d) Added clause 11.3 and 11.4 on reviews and ratings, prohibiting fake reviews in compliance with the Digital Markets, Competition and Consumers Act 2024; (e) Updated survival list in 14.5(d) to include 11.3. |