Venue partner agreement

This agreement is between:

1. [owner's full legal name], trading as cooked (SSM business registration No. [ ]), [business address] ("cooked"); and
2. The venue operator named in Schedule 1 ("the Venue").

It starts on the date it is signed (the "Start Date").

1. Definitions

• Platform: the cooked diner app, the restaurant portal, and any website or partner channel through which cooked offers the Services.
• Diner: a person who claims an Offer through the Platform.
• Offer: a discount the Venue posts on the Platform for a time slot (for example, "30% off, 2:00–5:00pm").
• Claim: a Diner's acceptance of an Offer for a particular slot and date.
• Printed Total: the full amount on the Venue's bill for the Diner's table, including service charge and SST.
• Discounted Amount: the Printed Total minus the Venue's Offer discount, calculated by the Platform as `Printed Total × (1 − discount %)` and rounded to the nearest sen.
• Commission: the fee in Schedule 1, calculated on the Discounted Amount.
• cooked Promotion: any discount, reward or credit funded by cooked (including the welcome reward and vouchers), on top of the Venue's discount.
• Payout Week: Monday 00:00 to Sunday 23:59, Malaysia time.
• Problem Transaction: a Claim or payment where the Diner did not receive what the Offer promised and cooked refunds or compensates the Diner.

2. What cooked does

2.1 cooked will:

• list the Venue and its Offers on the Platform;
• give the Venue access to the restaurant portal, to create, pause and edit Offers and to see claims, payments and statements;
• process Diners' payments through its payment partner and pay the Venue each week (clause 8);
• provide support to Diners and to the Venue;
• take reasonable care and skill in providing these services (the "Services").

2.2 Payment collection. The Venue appoints cooked as its limited agent to collect payments from Diners for bills paid through the Platform. When a Diner's payment for a bill succeeds in the app, that bill is treated as paid in full as between the Diner and the Venue. The Venue's right to that money is against cooked, under clause 8, and not against the Diner.

2.3 cooked is a marketplace. It does not prepare, sell or serve food or drink. Nothing in this agreement makes cooked the Venue's employee, partner or joint venturer, and neither party may bind the other.

3. Offers

3.1 The Venue controls its Offers. It sets the discount (between [10]% and [50]%), the days and time slots, the maximum party size and the number of Claims per slot. Offers may run only during the Venue's opening hours shown on the Platform.

3.2 Whole bill. The discount applies to the Printed Total: all food and drink on the menu, including drinks, service charge and SST. The only exception is items the Venue already sells at a discount (for example happy hour or set lunches), and only if cooked has agreed in writing beforehand. cooked will not unreasonably refuse.

3.2A Split bills for excluded items. If a Diner orders any excluded items, the Venue must give the Diner two separate bills: one for the items the Offer covers, which the Diner pays through the app, and one for the excluded items only, which the Diner pays directly to the Venue at its normal price. The Venue must not put eligible items on the second bill or excluded items on the first. No Commission is due on the second bill.

3.3 Honouring Claims. The Venue must honour every Claim made while its Offer was live, for the party size claimed, during the claimed slot. Editing or pausing an Offer does not affect Claims already made.

3.4 Closures and full house. The Venue must pause its Offers in the portal before any time it cannot serve Diners (for example an unexpected closure, a private event, or being fully booked). If it does not, it must still use its best efforts to seat Diners holding Claims.

3.5 Display. cooked decides how Offers are displayed and described on the Platform. cooked will not change the discount, slot or limits of an Offer without the Venue's approval. cooked may pause an Offer, with a reason shown in the portal, if it reasonably believes the Offer breaches this agreement or is causing Diner complaints.

4. Serving Diners

4.1 The Venue must give Diners the same food, portions, service and experience as its other customers, and must not treat them differently because they used cooked.

4.2 Price parity. The menu and prices the Venue gives cooked must be the same as, or lower than, its normal dine-in prices. The Venue must not:

• give Diners a different menu or higher prices;
• charge Diners extra fees, such as card surcharges;
• ask Diners to pay any part of the bill outside the app.

If the Venue breaches this clause, cooked may refund affected Diners the amount they overpaid and deduct it from the Venue's payouts, after giving the Venue a chance to explain.

4.3 Receipts. The Venue must give each Diner a valid bill or receipt for the Printed Total, and must comply with its own e-invoicing and tax obligations. [Lawyer and accountant to confirm how the Venue records the discount and who issues the LHDN e-invoice for the amount paid.]

4.4 Complaints. The Venue is responsible for handling Diner complaints about its food, drink, premises and service. cooked will pass on any it receives.

5. Payment at the counter

5.1 Diners pay by typing the Printed Total into the app. The app then shows a PAID screen with the full Printed Total, the Venue's name, and the date and time of payment, which stays fixed like a till receipt. Each payment also appears on the portal's live screen.

5.2 Before closing the bill, the Venue's staff must check that:

• the amount on the PAID screen matches the Printed Total;
• the date and time of payment are from just now;
• the payment appears in the portal's live list (where the Venue uses it).

Staff then record the bill in the Venue's POS under a payment type named "cooked".

5.3 Wrong amounts. If a Diner paid the wrong amount, the Venue must report it in the portal ("Wrong amount?") with the correct total, within [48] hours of the payment.

• Overpayment: cooked refunds the Diner the difference.
• Underpayment: cooked asks the Diner to approve a charge for the difference. If the Diner declines, or the Venue reports the mistake late, the Venue bears the shortfall, because its staff accepted the PAID screen.

5.4 If a Diner does not pay in the app (for example no signal, a declined card, or a Diner who chooses not to), the Venue collects payment directly at its normal prices, and no Commission is due.

6. Fees

6.1 Commission. The Venue pays cooked the Commission rate in Schedule 1 on the Discounted Amount of every bill paid through the app. Commission is deducted from the weekly payout.

6.2 No other fees are charged unless they are listed in Schedule 1. These include:

• set-up or monthly fees;
• card processing fees. cooked pays its own payment-gateway fees.

6.3 Rate changes. cooked may change the Commission rate or introduce fees by giving the Venue at least 30 days' written notice. The Venue may end this agreement before the change takes effect (clause 13). A change applies only to bills paid after its start date.

6.4 Diner-side fees. Any service fee cooked charges Diners belongs to cooked. It does not change the Venue's payout or Commission, and it is not shown to the Venue. The same applies to no-show and late-cancellation fees (clause 9.3).

6.5 Tax. Amounts in this agreement exclude SST. If service tax applies to cooked's Commission, cooked will add it and issue a valid invoice.

7. cooked Promotions

7.1 cooked may offer Diners its own Promotions, for example a welcome reward that makes one claim of a new Diner's choice 50% off (cooked pays up to RM20 on top of the Venue's discount), or a voucher for a fixed amount off one bill.

7.2 cooked pays for its own Promotions. The Venue is paid as if the Promotion did not exist: on the Discounted Amount, less Commission. The Venue's Commission does not go up because of a Promotion.

7.3 cooked Promotions and diner service fees are between cooked and the Diner. They are not shown to the Venue in the portal, statements or emails, and the Venue has no right to that information. The Venue sees the Printed Total and, on its statements, the Discounted Amount.

8. Weekly payouts

8.1 Every [Monday], cooked pays the Venue for the previous Payout Week. The payout is:

``` Discounted Amounts of all bills paid in the app − Commission ± adjustments (wrong-amount corrections, refunds under clause 9, amounts under clauses 4.2 and 9.2) = payout ```

Payment is made to the Venue's nominated bank account within [3] business days.

8.2 A statement for each Payout Week is available in the portal, showing each bill (date, time, claim code, Printed Total, discount, Discounted Amount), the Commission, adjustments and the payout. The Venue can download it as a PDF and as a CSV.

8.3 Disputes. If the Venue disagrees with a statement, it must tell cooked within 30 days of the statement date. Both parties will work in good faith to resolve the issue quickly. Undisputed amounts are paid on time.

8.4 Set-off. cooked may deduct any amount the Venue owes it under this agreement from future payouts. If the payouts are not enough, cooked will invoice the balance, and the Venue must pay it within 14 days.

8.5 Bank account changes. Changes need verification by the Venue owner. cooked may hold the next payout until the new account is verified. This protects both parties against fraud.

8.6 Holding funds. cooked may hold a payout where it reasonably suspects fraud, or where it has a court or regulatory order. It must tell the Venue why, and pay as soon as the issue is resolved.

9. Problem Transactions, closures and no-shows

9.1 Refunds. If cooked has to refund a Diner because of the Venue (for example it refused a valid Claim, served something materially different, or breached clause 4), the refunded amount is deducted from the Venue's payout. If it has already been paid, cooked may set it off under clause 8.4. cooked will show the reason in the statement.

9.2 Closed venue or refused Claim. If a Diner arrives during a claimed slot and the Venue is closed or refuses to honour the Claim (and the Venue had not paused the Offer in time), cooked may charge the Venue a fee of RM10 per Claim. The fee helps cover compensation to the Diner.

9.3 No-shows and unpaid claims. Diners who cancel late, don't arrive, or check in but don't pay in the app within 6 hours pay cooked a fee. That fee belongs to cooked. These cost the Venue nothing. A Diner who doesn't pay in the app pays the Venue directly at its normal prices (clause 5.4), and the portal shows that claim as "Not paid in the app".

10. The Venue's promises

The Venue confirms, and must continue to ensure throughout this agreement, that:

• it is properly registered with SSM and holds every licence and permit it needs. These include its local council premises licence, food handler training and typhoid vaccination for staff, and any liquor licence;
• its food and premises comply with the Food Act 1983, the Food Hygiene Regulations 2009 and other applicable laws;
• if it is shown as halal, it holds a valid JAKIM or state halal certificate. cooked shows the Halal tag only after it has reviewed the Venue's current certificate, so the Venue must upload each renewed certificate in the portal before the old one expires, and must tell cooked immediately if the certificate lapses or is withdrawn;
• its profile is accurate and kept up to date, including:
• menu, prices, photos, opening hours and closures;
• allergen information, where the Venue provides it;
• it holds and keeps appropriate public liability insurance;
• the photos, logos and content it provides do not infringe anyone else's rights;
• it will tell cooked immediately if it closes, changes owner, or can no longer serve Diners.

11. Marketing, content and data

11.1 Content licence. The Venue gives cooked a non-exclusive, royalty-free licence to use its name, logo, photos, menu and Offers to list and promote the Venue. This covers the Platform, social media, and cooked's partner channels (for example a bank or card-loyalty programme that shows cooked offers). The licence ends when this agreement ends, except for materials already published or printed.

11.2 Partner channels. cooked may show the Venue's listing and Offers through partners. Partners must use the Venue's content only to promote the Venue and its Offers.

11.3 Performance data. cooked may show the Venue's results on the Platform in sales presentations, but only on screen and never by handing over the underlying data. [Option: anonymised only, unless the Venue agrees.]

11.4 Personal data. Each party handles personal data under the Personal Data Protection Act 2010. cooked shares a Diner's claim code, party size and claim status (never a name or contact details) with the Venue only so that it can serve the Diner. The Venue must not use Diner data for any other purpose, including its own marketing, without the Diner's separate consent.

11.5 Security. The Venue must:

• keep its portal logins and counter devices secure;
• tell cooked within 24 hours if it becomes aware of a lost device, a compromised login, or any breach involving Diner data;
• not make public statements about such an incident without cooked's agreement, unless the law requires it.

12. Liability and indemnity

12.1 The Venue is responsible for, and will compensate cooked for, any loss, claim or cost arising from:

• the food, drink, premises or service it provides, including food safety, allergens, halal status and liquor;
• its breach of this agreement or of the law;
• fraud or wilful misconduct by its staff;
• content it supplies that infringes another person's rights.

12.2 cooked is not liable for indirect or consequential loss, or for loss of profit.

12.3 Apart from paying amounts owed to the Venue under clause 8, cooked's total liability under this agreement is limited to the Commission the Venue paid in the [3] months before the event that gave rise to the claim.

12.4 cooked will use reasonable efforts to keep the Platform available, but it may sometimes be interrupted for maintenance or by problems outside cooked's control.

13. Term and ending the agreement

13.1 This agreement continues until either party ends it.

13.2 Without reason: either party may end it by giving 30 days' written notice. During the notice period, the Venue keeps honouring Claims. [Option, as in EatClub: the Venue may not reduce its live Offers during the notice period.]

13.3 Immediately: either party may end it by written notice if the other party:

• commits a serious breach that can't be fixed;
• fails to fix a breach within 7 days of being asked to;
• becomes insolvent or stops trading.

13.4 Suspension: cooked may suspend the Venue's listing immediately, with written reasons, in any of these cases:

• suspected fraud;
• a halal, food safety or licence issue;
• repeated refusal to honour Claims;
• a serious pattern of Diner complaints.

13.5 After the agreement ends:

• Claims already made are honoured or cancelled with Diners refunded;
• cooked pays all amounts owed in the next payout run;
• clauses 8.3, 8.4, 9, 11.4, 12, 14 and 15 continue to apply.

14. Confidentiality

14.1 Each party keeps the other's confidential information private, including the commercial terms in Schedule 1. It may disclose that information only to its advisers or investors, to a potential buyer, or where the law requires. This continues for [2] years after the agreement ends.

15. General

15.1 Disputes. The parties will first try to settle any dispute by good-faith negotiation within 14 days of written notice. If that fails, they will try mediation through the Asian International Arbitration Centre (AIAC) in Kuala Lumpur, before going to court. Either party may still seek urgent relief from the courts.

15.2 Governing law. This agreement is governed by the laws of Malaysia. The courts of Kuala Lumpur have jurisdiction.

15.3 Changes to these terms. cooked may update these terms by giving at least 30 days' notice in the portal or by email. If the Venue does not accept a change, it may end the agreement before the change takes effect. Changes to Schedule 1 must be agreed by both parties in writing, except as allowed by clause 6.3.

15.4 Assignment. The Venue may not transfer this agreement without cooked's written consent. cooked may transfer it, by giving the Venue notice, to a company set up to run cooked (for example Cooked Technologies Sdn. Bhd.), to a related company, or to a buyer of all or part of its business. The Venue agrees to this now, so no new signature is needed; the transfer doesn't change the commercial terms in Schedule 1.

15.5 Notices: by email to the addresses in Schedule 1, or through the portal. An email notice is received when it is sent, unless the sender receives a delivery-failure message.

15.6 Entire agreement. This agreement, including its schedules, is the whole agreement between the parties on this subject. It replaces any earlier discussions.

15.7 Severability and waiver. If part of this agreement is invalid, the rest still applies. Not enforcing a right is not a waiver of it.

15.8 Electronic signing. This agreement may be signed electronically, under the Electronic Commerce Act 2006, and in counterparts.

15.9 Language. If this agreement is translated, the English version prevails.

Schedule 1: Commercial terms

Signatures

For the lawyer reviewing this draft:

• Party and clause 15.4: cooked starts as a sole proprietorship and will move to Cooked Technologies Sdn. Bhd. Check that the advance consent in 15.4 is enough to move every venue's agreement (a novation without new signatures), and how undisputed payout obligations carry over.
• Clause 2.2 (limited payment collection agent): check it fits Bank Negara's rules on payment facilitation and Billplz's merchant terms. Also check that holding Venue money until the weekly payout is acceptable.
• Clauses 5.3, 9.2 and 12.3: check they are enforceable under the Contracts Act 1950 (s.75, penalties).
• Clause 4.3: confirm the tax and e-invoicing treatment for the Venue and for cooked: the discounted sale, Commission and service tax.
• Stamp duty: confirm whether it applies to this agreement.
• Bahasa Malaysia version: consider one for smaller operators.