1.1 lazymeal Inc. (“lazymeal”) and the restaurant listed on the cover page of this Restaurant Agreement on behalf of itself and its franchisees and licensees, if any (collectively, the “Restaurant”), in consideration of the mutual covenants contained herein, agree to provide their respective services and comply with their respective obligations in relation to receiving, preparing and delivering orders for food, drinks and other items (“Food”) from the Restaurant as made by customers (“Customers”) through lazymeal Inc. online portal at www.lazymeal.com and its affiliated websites, applications and platforms (together, the “Website”) as set out in these terms and conditions.
1.2 The parties acknowledge and agree that the Restaurant Agreement is comprised of the attached cover page; these terms and conditions; and any appendices attached hereto; and that the Restaurant Agreement constitutes the entire agreement between the Restaurant and lazymeal. In the case of any conflict between the attached cover page or appendices and these terms and conditions, these terms and conditions shall prevail.
1.3 The Restaurant will cause each of its franchisees and licensees, if any, and any future franchisees and licensees each a “Franchisee”) which receive any services provided by lazymeal, to be bound by these terms and conditions and comply with all applicable Restaurant obligations and performance requirements set forth in this Restaurant Agreement.
2.1 The Restaurant acknowledges and agrees that ownership of the Website (including any software and code contained therein) remains with lazymeal and does not pass to the Restaurant.
2.2 The Restaurant grants lazymeal a licence to use the Restaurant’s name, menu, logo and other material or information provided by the Restaurant for the purposes of publishing and displaying such information on the Website during the Term. The Restaurant represents and warrants to lazymeal that the Restaurant’s name, menu, logo and other material or information provided by the Restaurant to lazymeal do not violate, infringe or otherwise breach any patent, copyright, trade-mark, trade secret or other proprietary rights of any third party (including without limitation any licensor or franchisor) .
3.1 The Restaurant agrees to receive, process and deliver in a timely manner orders as placed by Customers via the Website, fax, email or lazymeal tablet (if used) using skill, care, diligence and quality consistent with best industry practices and all applicable laws. Food prepared, processed and delivered by the Restaurant pursuant to an Order must correspond to what is stated in the Order as received by the Restaurant without error. The Restaurant shall review all Customer comments included in the Order and shall ensure that all Food is prepared in accordance with such comments including, but not limited to, ensuring that any Food prepared from Orders takes into account any Customer allergies that are disclosed.
3.2 The Restaurant shall use its best efforts to accept all Orders, and shall immediately communicate any rejection of an Order by phone or lazymeal tablet (if used). The Restaurant must inform lazymeal of its hours of operation (the “Opening Hours”), and of any changes to such Opening Hours. The Restaurant must remain online and able to accept Orders using the lazymeal tablet (if used), fax, computer or telephone at all times during the Opening Hours, save in case of closures for emergencies or planned closures, the duration of which has been communicated to lazymeal in writing in advance.
3.3 The Restaurant agrees that it will at all times allow customers the option to pay for Orders using either a credit or debit card via the Website ("Card Orders") or, subject to section 3.4, cash ("Cash Orders").
3.4 If, at any time after the first 120 days of the term of this Restaurant Agreement, the aggregate Gross Order Value (as defined in section 4.1 below) of Card Orders is not more than the aggregate value of any debts owing by the Restaurant to lazymeal (including for the avoidance of doubt any debts relating to Order Fees (as defined in section 4.1 below) for Cash Orders), the Restaurant agrees that lazymeal may at its discretion process Card Orders only on behalf of the Restaurant until all such debts are cleared.
3.5 The Restaurant shall provide a receipt to each Customer for their Order.
3.6 For Orders which have been paid by credit or debit card via the Website, the Restaurant, prior to completing delivery of the Food, shall request that the Customer present the card used to place the Order and shall verify that: (i) the last four digits of the presented card match the last four digits of the card as set out in the Order and (ii) the Customer’s signature on the card receipt is the same as the signature on the back of the card. If the Customer does not present the credit or debit card or the last four digits on the presented credit or debit card do not match the last four digits set out in the Order, then the Restaurant shall not deliver the Food and shall immediately advise lazymeal of the same. lazymeal reserves the right to pass on to the Restaurant any and all costs, fees and penalties it incurs, including but not limited to credit or debit card chargebacks, should the Restaurant fail to comply with its obligations under this section 3.6.
3.7 The Restaurant undertakes to refer positively to and not to disparage lazymeal and the Website in relation to any publicity regarding the Orders and the Website, and must not at any time actively encourage customers who have placed Orders to place a future order directly with the Restaurant, nor attempt to direct orders placed with the Restaurant through any website other than the Website. Where the Restaurant agrees to market lazymeal and/or the Website by means of menus, stickers or other relevant advertising material, the Restaurant agrees to do so in accordance with lazymeal’s guidelines and instructions. Upon termination of this Restaurant Agreement, the Restaurant will no longer market, display or reference lazymeal and the Website and shall return any advertising materials provided to it by lazymeal but agrees to continue not to disparage lazymeal.
3.8 The restaurant shall provide to lazymeal the full menu information along with the featured dishes (the “Featured Dishes”) as mutually agreed upon, to be displayed on lazymeal website. lazymeal shall use the Featured Dishes and full menu on the Website, and use the full menu information only on the hosted website (if any). The Restaurant agrees that the menu prices it provides for display on the Website shall be the same as the menu prices used in its premises and that it shall not offer a Customer any discounts or redeem any coupons which are not also offered via the Website other than discounts offered to customers who pick up their orders at the Restaurant location. The Restaurant shall be solely responsible for ensuring that the information displayed on the Website is accurate, corresponds exactly to the information contained in the Restaurant’s current menu and complies with all applicable regulations and laws (including but not limited to in relation to allergy information). The Restaurant shall provide reasonable evidence to lazymeal of such compliance upon request and promptly report to lazymeal any errors in the menu information displayed on the Website or any changes to the Restaurant’s menu including any allergy information. The Restaurant agrees and acknowledges that if there is any conflict between the information provided on the Website and the information in the Restaurant’s current menu, the information provided on the Website shall prevail.
3.9 The Restaurant shall at all times comply with all health, safety, sanitary, food standards and information and any other laws, regulations, permits, licences, orders, codes and directions of any governmental authority or agency relating to the operation of the Restaurant and the preparation, handling, processing and delivery of any Food pursuant to an Order. The Restaurant shall immediately notify lazymeal of any breach of the same. The Restaurant agrees that lazymeal has the right to inspect the Restaurant’s premises on no less than 24 hours’ notice, in order for lazymeal to satisfy itself of the Restaurant's compliance with this section 3.9, to collect the lazymeal tablet (if in place) in accordance with lazymeal’s ownership rights as set forth in the attached “lazymeal agreement” sheet or for any other reasonable purpose.
3.10 The Restaurant confirms and undertakes that it has obtained and will obtain and maintain any consents, licences, permits, approvals or authorisations ("Consents") of any person that may be required in connection with, and it is not party to and will not enter into any agreement which would be breached by, or under which any default would occur as a result of, signing this Restaurant Agreement or performing any of its terms or generally running its business. If the Restaurant's business, name, brand or logo is or becomes subject to any license or franchise arrangements, the Restaurant confirms that it has obtained or will obtain any required Consents from its licensors or franchisors for the use and inclusion on the Website of such business, name, brand or logo, and shall fully indemnify lazymeal for any losses, damages or claims made against or incurred by lazymeal due to any failure to obtain such Consents. The Restaurant will notify lazymeal in writing immediately if any of the Consents described in this section 3.10 are revoked or suspended, or the Restaurant is otherwise unable to rely on or benefit from any such Consents for any reason.
3.11 The Restaurant shall use its best efforts to satisfy any reasonable request for a redelivery of, or refund or compensation in relation to, any part of an Order made by a Customer or lazymeal on behalf of a Customer. The Restaurant may request lazymeal to provide, and lazymeal shall use its reasonable efforts to accede to any Restaurant request that it provide, such refund or compensation on the Restaurant’s behalf by refunding the relevant amount back to the Customer’s payment credit or debit card or providing the Customer with a lazymeal coupon for the relevant amount. The Restaurant will be liable to lazymeal for the amount of any such refund or paycode coupon, which will be included in a subsequent Invoice (as defined in section 4.7 below). In the event that a redelivery, refund or compensation is granted by the Restaurant in relation to an Order, this shall not affect the fees as described in section 4.1 that are due to lazymeal in relation to the original Order, the calculation of which shall be based on the value of the faultless Order.
3.12 lazymeal shall use its reasonable efforts to satisfy any request for a refund or rebate of any Order Fees (as defined in section 5.1) made by the Restaurant in relation to any Card Orders that have been subject to lazymeal or customer error; provided that the amount of the requested refund or rebate is $10.00 or more, and the Restaurant shall be responsible for all other amounts.
3.13 The Restaurant shall be solely responsible for self-assessing, claiming and remitting all its applicable taxes.
4.1 The Restaurant shall pay to lazymeal: an amount (the “Order Fee”) equal to a percentage, as indicated on the cover page of this Restaurant Agreement, of the total amount charged to the Customer by the Restaurant for each Order (including the value of the Food, the Restaurant’s delivery charge (if any) and any applicable taxes (together, the “Gross Order Value”))
4.2 lazymeal will charge an additional amount (the “Restaurant Processing Fee”) for each order which is paid by credit card (3%) and/or debit card (3%) via the website.
4.3 The Restaurant shall pay to lazymeal: (i) the “lazymeal tablet Monthly Fee” (if decide to use) indicated on the cover page of this Restaurant Agreement and (ii) any amounts as may apply from time to time for the repair or replacement of the lazymeal tablet as set out in the attached “lazymeal tablet agreement” sheet.
4.4 lazymeal shall pay to the Restaurant the total amount for Orders paid by credit card or debit card via the Website after deducting all amounts due to lazymeal for any applicable Order Fees and Processing Fees.
4.5 Notwithstanding the foregoing, lazymeal shall not be obligated to make any lazymeal Payment for any credit card and/or debit card payment that is withheld due to a failure of the Restaurant to prepare and deliver an accurate Order or fraudulent use of the credit or debit card used to place and pay for the Order and, if such payment has already been made, to recover from and charge the Restaurant the full amount of such payment.
4.6 lazymeal shall provide an invoice (the “Invoice”) to the Restaurant twice per month (the time between Invoices is hereafter referred to as the “Billing Period”). The Invoice will include: (i) details of Orders paid by credit card or debit card to lazymeal via the lazymeal website and restaurant’s own website during the Billing Period and the applicable Order Fees and Processing Fees; (ii) details of Orders paid by cash to the Restaurant during the Billing Period and the applicable Order Fees; (iii) the total amount of all Order Fees, Processing Fees lazymeal tablet Fees (if used) and any other applicable fees payable to lazymeal by the Restaurant specified in this Restaurant Agreement or otherwise agreed upon by the Restaurant and lazymeal (such as in relation to “top placement” or discount offer platform services) (“Restaurant Payments”); (v) the lazymeal Payments for the Billing Period; and (iv) the total amount owing by the Restaurant to lazymeal for the Billing Period (the “Total Amount Payable”), such amount being equal to the Restaurant Payments less the lazymeal Payments.
4.7 If there are any amounts payable by lazymeal to the Restaurant (i.e. if the Total Amount Payable is a negative number), lazymeal may, in its sole discretion, choose to pay such amount to the Restaurant by direct deposit or by cheque prior to the next Invoice, or credit such amount to the Restaurant on the next Invoice.
4.8 Where any payments are overdue to lazymeal from the Restaurant, lazymeal may set off the amounts outstanding against any amount otherwise payable to the Restaurant in the next Invoice; and/or any sums received from Card Orders for the Restaurant. The Restaurant is liable to lazymeal for any costs reasonably incurred in connection with the settling or recovering of an overdue payment, and lazymeal may set-off such costs in accordance with this section. The Restaurant acknowledges and agrees that it is not entitled to withhold any payments owed to lazymeal for any reason and it shall not have any right of set-off against lazymeal.
4.9 If the Restaurant disagrees with the Invoice issued by lazymeal, the Restaurant must notify lazymeal of its disagreement within 10 days after the date of the Invoice. If the Restaurant fails to notify lazymeal of any disagreement within such 10 day period, the Restaurant shall be deemed to have irrevocably accepted and agreed with the Invoice.
5.1 lazymeal agrees to display on the Website information about and create a profile for the Restaurant (the “Profile”) which includes its name, logo, address and some items of the menu in order to allow Customers to order food from the Restaurant (the “Website Services”).
5.2 lazymeal agrees to, if not opted-out of such services by indicating on the cover page of this Restaurant Agreement, provide the full menu of the restaurant (“the “Full Menu”) on the restaurant’s own website for the purpose of online food ordering.
5.3 If restaurant chooses to, indicated on the cover page of this Restaurant Agreement, lazymeal may create, host and maintain a website for the restaurant (the “Hosted Site”) with a domain name to be determined by lazymeal (the “Website Hosting Services”), and where lazymeal agrees to do so it will work with the Restaurant to design and operate the Hosted Site in a manner acceptable to the parties. All title to and ownership of the Hosted Site (including any software and code contained therein but excluding the Restaurant’s name, menu and logo), and the domain name to the Hosted Site belongs to lazymeal and shall remain with lazymeal at all times. lazymeal will display the Full Menu on the Hosted Site for the purpose of online ordering. lazymeal shall, promptly following receipt of a request from the Restaurant to do so, and may in its sole discretion at any time and for any reason, permanently remove or otherwise disable the Hosted Website (provided that nothing in this paragraph shall prevent lazymeal from re-using the domain name for such other purposes as it sees fit). For greater certainty, all of the Restaurant’s obligations in respect of the Website as set out in this Restaurant Agreement shall also apply in respect of the Hosted Site.
5.4 The Restaurant agrees with lazymeal that it shall, promptly following receipt of a request from lazymeal, and in any event upon termination of this Restaurant Agreement, permanently remove or otherwise disable the lazymeal Full Menu ordering system on the Restaurant Own Website.
5.5 lazymeal shall use its commercially reasonable efforts to make the Website and, if applicable, the Hosted Site available for use by Customers 24 hours per day. lazymeal shall not be responsible for any lack of availability or functionality of the Website and, if applicable, the Hosted Site caused by adverse weather conditions, technical problems or service failure by lazymeal’s suppliers including but not limited to the Website host and credit card and debit card service providers or by reason of force majeure as contemplated by section 7.5.
5.6 lazymeal is entitled to interrupt the access to the Website and, if applicable, the Hosted Site at any time without notice to the Restaurant in order to maintain and update the Website and Hosted Site. In connection therewith, lazymeal shall use reasonable endeavours to ensure that such interruption is as brief as possible and if possible takes place at a time when the number of Orders being processed is at a minimum.
5.7 lazymeal will change or update any information about the Restaurant displayed on the Website and, if applicable, the Hosted Site within 7 working days of receiving a written request for such changes from the Restaurant. lazymeal may, upon agreement with the Restaurant, provide the Restaurant with the ability to update its own information on the Website and/or, if applicable, the Hosted Site. If the Restaurant is provided such ability, it shall be solely responsible and liable for any loss or damages arising from any changes or updates made by the Restaurant.
5.8 After an Order is delivered, lazymeal will email the Customer a link to an electronic form on the Website (the “Feedback Form”) which will allow the Customer to provide feedback on the Order and the Restaurant. The customer will have the ability to rate (the “Rating”) the service, value, and each item ordered in 3 levels, Bad, Average and Good. The customer may also decide to leave a comment (the “Comment”) for each category (Service, Value and Ordered Items). lazymeal will display the Ratings and Comments received as part of the Restaurant’s Profile. lazymeal reserves the right to review all Ratings and Comments prior to posting and to remove those Comments which lazymeal deems to contain explicit, offensive or derogatory language or otherwise breach lazymeal’s review guidelines from time to time (as set forth in the Website terms and conditions available on the Website). The Restaurant acknowledges that lazymeal is under no obligation (but reserves the right and sole discretion at any time and for any reason) to remove or edit any other Ratings or Comments. The Restaurant agrees that it shall not itself provide or cause any other party to provide any Ratings or Comments that are fraudulent or otherwise breach lazymeal’s review guidelines. To the fullest extent permitted by law, lazymeal assumes no responsibility or liability to the Restaurant for any Ratings or Comments. Notwithstanding section 10.1, lazymeal shall have the ability to modify the Feedback Form at any time without notice to the Restaurant.
6.1 If, in lazymeal’s sole opinion, the Restaurant is in default of its obligations under this Restaurant Agreement or otherwise operates in a manner which is harmful to lazymeal’s business, goodwill or reputation, including without limitation by reason of:
then without limiting its other rights or remedies, lazymeal may at any time suspend provision of the Website Services under this Restaurant Agreement (including by removing the Restaurant’s Profile from the Website without notice) or any other services that it provides to the Restaurant under a separate agreement without any liability to lazymeal. The suspension of the Website Services shall continue until the default or relevant issue has been remedied to the satisfaction of lazymeal (acting reasonably).
7.1 To the extent legally permitted, and except as otherwise provided herein, lazymeal expressly disclaims and excludes all warranties, representations and conditions, express or implied, including those of quality, merchantability, merchantable quality, durability, fitness for a particular purpose suited for intended use and those arising by statute in connection with its products and services hereunder.
7.2 lazymeal shall not be liable for any loss or damage incurred by the Restaurant, whether of money (including profit), goodwill, or reputation, or any special, direct, indirect, or consequential damages arising out of this Restaurant Agreement including for any services provided by lazymeal to the Restaurant via the Website, any Order received by the Restaurant or any Food prepared and delivered to a Customer, and provided further that lazymeal’s liability to the Restaurant for any cause whatsoever shall be limited to the total amount of Order Fees and Processing Fees paid by the Restaurant to lazymeal under this Restaurant Agreement in the previous 12 months from the date which the cause of action giving rise to the liability arose.
7.3 The Restaurant shall defend and indemnify lazymeal and hold it fully harmless from any and all losses or claims made against lazymeal by a Customer or other third party arising out of (i) any breach of the Restaurant’s obligations and responsibilities under this Restaurant Agreement, including but not limited to failure to accurately prepare Food in accordance with the Order, the improper preparation, processing, handling or delivery of Food, and failure to verify credit card information pursuant to section 3.6, (ii) any negligent, wilful or fraudulent act or omission by the Restaurant or its representatives in connection with the performance by the Restaurant of its obligations and responsibilities under this Restaurant Agreement, (iii) any breach of any applicable laws, regulations, permits, licences, orders, codes or directions of any governmental authority or agency and (iv) any violation or infringement of intellectual property rights by the Restaurant.
7.4 Notwithstanding anything else in this Restaurant Agreement, there shall be no limit to any indemnity for losses or claims to be paid by the Restaurant to lazymeal arising out of (i) any death or personal injury caused by any act, omission, or negligence of the Restaurant and its employees and representatives, or (ii) fraud or intentional misrepresentation or wilful misconduct by the Restaurant or its employees and representatives.
7.5 lazymeal shall not be liable to the Restaurant if it is unable either wholly or in part to perform its obligations under this Restaurant Agreement because of any disabling cause or event not within the control of lazymeal which, using reasonable efforts, lazymeal is unable to prevent or overcome (including acts of God, war, acts of domestic or foreign governments, acts of terrorism, court orders or decrees, change of laws, regulations or government policies, sabotage, riot, fire, lightning, flood, storm, tornado, earthquake or other natural calamity, strike, lockout or other labour unrest, explosion or other catastrophe, accident, power or other utility failure, an inability to obtain power, communication line failure, or delay occasioned by carriers, suppliers or other persons providing goods or services to lazymeal under contract).
8.1 The Restaurant must notify lazymeal in writing prior to any change of ownership of the Restaurant or any change to its bank account details, and in any case as soon as practicable following such change. Failure to notify lazymeal may result in lazymeal paying monies to a bank account controlled by the outgoing owner(s) or an incorrect bank account. The Restaurant shall fully indemnify lazymeal and hold lazymeal harmless against any losses, damages or claims made against lazymeal by the new owner(s) or otherwise incurred by lazymeal due to any failure by the Restaurant to provide timely notification of a change in accordance with this section 8.1.
9.1 This Restaurant Agreement comes into force when executed by both parties (the “Start Date”) and shall continue until such time as the Restaurant Agreement is terminated in accordance with its provisions (the “Term”).
9.2 lazymeal may at any time, terminate this Restaurant Agreement for any reason upon giving written notice to the Restaurant.
9.3 The Restaurant may at any time terminate this Restaurant Agreement for any reason upon giving 30 days written notice to lazymeal. Notwithstanding the foregoing, the Restaurant may, at any time within 90 days from the Start Date, terminate this Restaurant Agreement for any reason upon giving written notice to lazymeal.
9.4 lazymeal will use reasonable endeavours to remove or disable the Restaurant’s Profile on the Website and any Hosted Website reasonably promptly following termination of this Restaurant Agreement. However, the Restaurant acknowledges and accepts that cached versions of these sites may continue to exist in the web browsers and web servers of search engines and customers following such termination, and agrees that lazymeal has no control over, and shall not have any liability to the Restaurant (whether based on infringement of intellectual property rights or otherwise) in connection with, the foregoing.
10.1 Upon 30 days prior written notice (including letter, fax, email or written notice) to the Restaurant, lazymeal may amend any of the terms of this Restaurant Agreement, including the Order Fee amount or any other fee payable by the Restaurant to lazymeal. The Restaurant may object in writing to an amendment within 14 days after receiving notice from lazymeal. If the Restaurant objects to an amendment, the parties shall use their best efforts to reach a mutually satisfactory resolution to the objection. Any amendments shall be interpreted in a manner consistent with the terms and conditions set out in this Restaurant Agreement.
11.1 lazymeal may, without the consent of the Restaurant, assign this Restaurant Agreement or any of its rights or benefits hereunder to any affiliate of lazymeal or any third party.
11.2 The Restaurant may not assign any of its rights or benefits under this Restaurant Agreement without prior written consent from lazymeal. lazymeal will require any permitted assignee to enter into an agreement with lazymeal assuming all of the Restaurant’s rights and obligations.
12.1 The Restaurant consents to receiving from time to time direct marketing communications relating to lazymeal's products or services or those of lazymeal's selected partners via e-mail, post, fax or other means of communication.
12.2 The Restaurant and lazymeal covenant and agree to treat the terms of this Restaurant Agreement as confidential information. The parties further agree that they will not, either during the term of this Restaurant Agreement or at any time thereafter, disclose, divulge or otherwise communicate, whether orally, in writing or otherwise, to any person or persons the terms of this Restaurant Agreement except as is reasonably necessary for the fulfilment of the terms of this Restaurant Agreement or with the prior written consent of the other party.
12.3 If any of the terms or conditions of the Restaurant Agreement are declared wholly or partly invalid, the remainder of the Restaurant Agreement shall remain in full force and effect and any wholly or partly invalid terms or conditions may be replaced by valid terms or conditions agreed between the parties, so as to maintain the relationship between the parties in similar manner as if the terms or conditions had not been declared invalid.
12.4 Sections 2.1, 3.7, 4.8, 7.1 to 7.5,8, 9.4, 12.2 to 12.5 shall survive termination of this Restaurant Agreement.
12.5 This Restaurant Agreement is to be construed according to the laws of the province of British Columbia and the laws of Canada applicable therein.
12.6 Nothing contained herein shall be deemed to create any relationship of agency, joint venture or partnership between the parties. Neither party shall have any power to commit, contract for or otherwise obligate the other party.
12.7 The parties have expressly required that this Restaurant Agreement and all documents and notices relating hereto be drafted in English. Les parties aux présentes ont expressément exigé que la présente convention et tous les documents et avis qui y sont afférents soient rédigés en anglais.