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Service Provider Agreement
Standard Terms					.

Welcome to Time Out Market Bahrain!
These are the standard terms that form part of our relationship. They should be read in conjunction with the Service Provider Agreement we have sent to you. This document starts with a map explaining the contents of the agreement as a whole.

	Last updated		May 23, 2024
		version 2.1



				Map


Standard Terms Map
The agreement starts with a simple signature page and contains the following modules.

	Modules 2, 5, 6, 7 & 8 are the standard part of our terms, which are published here. Modules 1, 3 & 4 are key commercial terms, provided in a separate document.	1	Key Terms
		1	The things you care most about – the commercial terms. It’s divided into parts and includes key terms, licensor’s services and special terms relating to your Service Provider.



Standard Terms & Conditions		2
(a) The things that your lawyers care about; and (b) the applicable local law requirements.


		+	Other Modules
		+	3 Seasonal menu selection
			We’ll ask you to set out your menu in Module 3, but we can also agree it later before the Agreement starts.
			4 Data & image capture form
			We need to use your name and image so we can do our thing on social media. Module 4 sets out the permissions.
			5 Violation matrix
			If you do something wrong, we need a simple way to recover our costs, so we can move on without wasting our and your time.
			6 Mall Rules and Regulations
			We have a strong compliance ethos and want our partners to take it as seriously as we do. This Module contains our standard policy
			7 Guidelines & Code of Conduct
			We have standard guidelines on how the services are to be provided by you and the code of conduct you need to follow.
			8 Deliveries Additional terms relating to deliveries (these apply if they are incorporated in your signature sheet).



			M2


	Module 2
	Standard Terms and Conditions

1	Definitions
	1.1	In this Agreement unless the context otherwise requires:
		Affiliate			means, as to any entity or person, any other entity controlled by, controlling or under common control with the same, and “control” means the power to manage or direct the affairs of the person or entity in question, whether by ownership of voting securities, by contract or otherwise.
		Access Hours			as set out in the Guidelines and Mall Rules and Regulations or such other times during which the Service Provider is permitted access to the Site (including the Unit) as notified to the Service Provider from time to time.
		Agreement			means this agreement and all Modules, schedules and annexes attached thereto.
		Business Day			means any day other than a Friday, Saturday, and all days observed as Governorates, or national or other legal holidays at the Site.
		Confidential Information			means any information that is or has been disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to or in connection with the terms of this Agreement (whether orally or in writing, and whether or not such information is expressly stated to be confidential or marked as such) including all advice, data and information supplied to the Receiving Party pursuant to Clause 13 of Module 2, unless the information is public knowledge or already known to the Receiving Party at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of the Receiving Party from a third party.
		Delivery Company			means any food and drink delivery service company appointed by the Client or Client’s Representative to provide food ordering and delivery services from the Market from time to time
		Delivery Products			means food, drink and other ancillary products ordered via the Delivery Company’s app and/or phone if applicable.
		Development			means City Centre Bahrain, located at Building 2758, Road 4650 Shaikh Khalifa Bin Salman Hwy, Jidhafs, Bahrain.
		Food and Drug Laws			means any laws relating to food and beverages in the Kingdom of Bahrain.
		Gross Sales			means the total income of the Client from the Stall as reported through the POS System for the sale of food and beverages to end customers which includes any applicable VAT, tourism tax and tips, and which includes for the avoidance of doubt income in respect of Delivery Products and prepaid cards/or any orders which originate or are accepted at the Unit.
		Guidelines			means the guidelines detailing instructions to Service Provider at the Site for the operation of stalls as notified to the Service Provider from time to time, including without limitation, the provisions of Module 7.
		Client's Recharges			means the Utilities Costs and Processing Fees.
		Client's Obligations			means the obligations set out in Module 1 Part 2 to be performed by the Client at the Site.
		Initial Term			mean one year as of the entry of this Agreement into force, and “Renewal Term” means any renewed term for a similar one year period upon the expiry of the Initial Term (together referred to as the “Term”).
		Market			means the market operated by the Client at the Site, including the Stall and in relation to which the Service Provider is providing the Services to the Client under the terms of this Agreement.
		Net Sales			means Gross Sales less Sales Tax/VAT, tourism tax, tips and gratuities.
		Packaging			means the packaging (if any) used by the Service Provider for the food, beverages and any other goods sold to customers at the Stall including take away boxes, carrier bags and tableware from time to time.
		Payments			has the meaning given to it in Clause 6.1 of Module 2.
		POS System			means the e-POS system through which all payments are taken (payment processing is provided by a third-party payment processor).
		Services			means the services performed by the Service Provider, mainly the operation of the Concept as a Stall in the Unit assigned to the Service Provider, the provision of all necessary materials to operate the Concept including the food and beverages to be sold in the Unit by the Client and other ancillary services provided for here below, as per the terms and conditions of this Agreement.
		Stall			means the Concept operated by the Service Provider at the Unit.
		VAT			means the value added tax as imposed by the laws of the Kingdom of Bahrain and “Valid Tax Invoice” means a VAT invoice that meets all of the requirements of the laws of the Kingdom of Bahrain and the reasonable requirements of the Client.

	1.2	In this Agreement (except where the context otherwise requires):
		(a)	any reference in this Agreement to writing includes email;
		(b)	any reference in this Agreement to any provision of a statute or statutory instrument will be construed as a reference to that provision as amended, re-enacted or extended from time to time and includes all subordinate legislation made from time to time under that statute or statutory provision;
		(c)	any reference to “persons” includes natural persons, legal entities and organisations (whether or not having separate legal personality);
		(d)	any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; and
		(e)	the following annotations are provided to assist with the reading of the document but have no legal effect:
				An indication of what a clause contains, or a similar annotation to assist the reading of the document. Has no legal effect.						Contains a "defined term", or points to where the definition for a defined term can be found. Part of the binding provisions of this Agreement.
				A summary or explainer to highlight a key commercial or practical point. Provided to assist the reading of the document but has no legal effect.						A proviso, consequence or clarification of a provision. It is part of the provision and has legal effect.
				An illustration of a process or sequence of events. In the event of a conflict between the illustration and the relevant clause, the latter prevails.

2	Duration
		How long this agreement lasts. It refers to the Initial Term which is defined in Module 1 (Key Terms) - usually 12 months.


	2.1	This Agreement comes into force on:
		(a)	in the case of a new Agreement, the date of its execution by both parties, or the Access Date, whichever is the earlier; and, provided that the Service Provider already provided the Client with the Performance Security set forth above under this Agreement; or
		(b)	in the case of a renewal Agreement, the date immediately following the end of the previous agreement, provided that neither Party served the other Party a notice expressing its intention not to renew the Term of the Agreement as further detailed below.
		To that effect, for the avoidance of doubt, the Parties understand that this Agreement shall continue in force for the Initial Term and, unless either Party gives the other no less than three-month prior written notice prior to the completion of the Initial Term, will upon the completion of the Initial Term automatically renew for a Renewal Term equivalent to the Initial Term.
	2.2	After the expiry of the Initial Term, the Client or Client's Representative shall have the right, at its sole discretion, at its convenience without reason, to terminate this Agreement upon three (3) months’ prior written notice to the other Party. The first date on which such notice may take effect is the day after the expiry of the Initial Term.

3	Appointment
		The appointment of the Service Provider and the rights granted to the Client and the Service Provider with respect to the Unit.


	3.1	The Client hereby appoints the Service Provider, and the Service Provider agrees, to provide the Services at and in respect of the Stall at the Unit (and to utilise the fixtures and equipment therein) throughout the Term solely for the operation of the Stall during the Access Hours and in accordance with the terms of this Agreement.								The Unit is the kitchen unit as defined in Module 1 Part 1 (Key Terms) and Part 5 (Red Line Plan). The Site is the relevant Time Out Market, shown in Module 1 Part 5 (site location).

	3.2	The Client retains the right at its discretion (acting reasonably) to re-site the Stall and/or require the Service Provider to provide the Services from an alternative unit(s) within the Site if it deems it to be necessary in the best interests of the Site or on security or health and safety grounds. For the avoidance of doubt, the Client shall not be liable for any costs in connection with requiring the Service Provider to providing the Services from an alternative Unit. The Service Provider will not be allowed any compensation as a result of such relocation.								"Access Hours" are as set out in the Service Provider Operations Guide or such other times during which the Service Provider is permitted access to the Site as notified to the Service Provider from time to time.

	3.3	The Service Provider shall neither have nor acquire any right or licence to exclusive possession of part or all of the Stall and/or the Unit and/or the Site nor any separate right to occupy or possess part or all of the Stall and/or the Unit and/or the Site and nothing in this Agreement shall create a lease or other greater interest in any premises of the Client. The Service Provider irrevocably acknowledges that it is not the intention of the Parties for this Agreement to read or for its provisions to be interpreted as a tenancy/lease contract nor to provide the Service Provider with any tenancy rights over the Stall and/or the Unit. The Service Provider irrevocably undertakes not to claim any rights of tenancy under the Agreement or attempt or register the same before the competent authorities as a tenancy/lease contract.
		(a)	In this regard, the Service Provider shall not (or attempt to do so) register this Agreement with any governmental authority in Bahrain unless the Client agrees to this in writing. It is hereby declared and agreed that this Agreement is under no circumstances whatsoever to be considered a lease agreement and it is therefore the desire and intention of the Parties that this Agreement is not registered before any governmental authority as a lease.
		(b)	The Service Provider hereby indemnifies and shall keep the Client and the Client’s Representative indemnified against any and all losses, damages, costs, actions, proceedings, claims, demands, liabilities and expenses (including, without limitation, legal and other professional fees and expenses) whatsoever which the Client may suffer, sustain, incur, pay or be exposed to as a result of any such registration by the Service Provider of this Agreement.
	3.4	At the Client’s sole discretion, the Client may refuse to admit to, or order the removal from, the Site any customer of the Market or any of the Service Provider’s personnel or authorised representative for any reason related to the safety, security, welfare, and good order of the Market and any of its customers, or for violation of the Mall Rules and Regulations and any laws or codes of practice for workers and employees applicable at the Site. The Service Provider shall meet all costs associated with any such refusal of admittance or removal and with the replacement of any Service Provider employee, and the Service Provider shall hold the Client harmless and indemnify the Client for the same.

4	Equipment
		This sections governs situations where the Client wants additional items of equipment installed.


	4.1	The Client shall provide only the Client’s Obligations listed in Part 2 of Module 1. If the Service Provider requires additional items beyond those already provided by Client, then subject to the prior written approval of the Client, these can be purchased at the Service Provider’s cost (the “Additional Items”). The Service Provider shall be solely responsible for retrieving the Additional Items from the back of house area. The Client shall not be responsible for any breakage or loss of the Additional Items.								If the Service Provider requires any additional items or installed equipment, these need to be agreed in advance with Client, and paid for by the Service Provider.

	4.2	The Service Provider may, subject to the prior written approval of the Client, install additional kitchen equipment at the Unit at Service Provider’s cost (the "New Equipment").
	4.3	In order to accommodate the New Equipment the Service Provider shall, at Client’s request, remove such existing equipment currently located in the Unit as agreed by the parties in writing (the "Existing Equipment”). The Service Provider shall bear any costs of removing the Existing Equipment.
	4.4	The Service Provider shall be solely responsible for the purchase costs of the New Equipment and shall have no right to claim reimbursement of this purchase cost from the Client upon the termination, the expiry, or the non-renewal of this Agreement.
	4.5	The Service Provider shall be responsible for maintaining the New Equipment and the Client will not have any liability in respect of the New Equipment at any time.
	4.6	Following expiry of the Term the Service Provider is entitled to remove the New Equipment from the Unit, provided that no damage is inflicted on the Unit during such removal but if it does so the Service Provider shall reinstall the Existing Equipment in the Unit at its own cost and liability, to restore the Unit to its original condition.
	4.7	The Service Provider is not allowed to make any changes to the Unit, without the prior written consent of Client (in their absolute discretion). Any changes to the Unit which have been approved by the Client shall be solely at the Service Provider’s cost and shall be compliant with the Client’s manuals and instructions, provided that the Service Provider shall have no right to claim reimbursement of such cost upon the termination, the expiry, or the non-renewal of this Agreement.

5	Sales of Water and Soft Drinks
		The Client or the Client's Representative may have entered into master agreements with certain company/companies, which impose some conditions, which the Service Provider shall comply with.


	5.1	In this clause and when used elsewhere in this Agreement, these words have the following meanings:
			"Artisanal Drinks" means any non-alcoholic artisanal beverages that are not PepsiCo Inc. products.			"Coca-Cola Drinks" means Coke, Diet Coke and Sprite.					"Bottled Water" means carbonated and non-carbonated water, whether or not bottled, canned or otherwise packaged, but excluding flavored water (carbonated and non-carbonated).			.

	5.2	Sales of Bottled Water. During the term of this Agreement, the Service Provider may market and offer for sale the Bottled Water at the Market, subject to the conditions in this Clause 5.2.
		(a)	Supply and pricing. The Service Provider shall purchase all Bottled Water to be sold at the Market from such other supplier as the Client or Client's Representative may inform the Service Provider of from time to time, and on the terms and conditions and at the prices as indicated by Client or Client’s Representative.
		(b)	The Service Provider agrees to enter into any agreement or documentation reasonably requested by such supplier in connection with its supply of Bottled Water to the Service Provider.
	5.3	Sales of soft drinks. During the term of this Agreement, the Service Provider shall market and offer for sale Coca-Cola Drinks, unless otherwise indicated by Client's Representative, and shall have the option to market and sell Artisanal Drinks at the Market, subject to the conditions of this Clause 5.3, or as otherwise indicated by Client's Representative.
		(a)	At no time may the Service Provider offer for sale more than three (3) Coca-Cola Drinks or three (3) Artisanal Drinks.
		(b)	The Client reserves the right to amend or alter the Coca-Cola Drinks that the Service Provider is permitted to offer for sale at the Unit.
		(c)	Service Provider shall not market or sell any Artisanal Drink which has a trademark owned by, licensed to, controlled by or distributed by PepsiCo, Inc., or any of its Affiliates or bottlers, or any entity or joint venture in which PepsiCo, Inc., or any of its Affiliates or bottlers has at least a 50% ownership interest. Purchasing Water from Client’s mineral water supplier pursuant to Clause 5.2 is not a breach of this clause.
		(d)	The Service Provider shall purchase all Coca-Cola Drinks to be sold at the Market from Coca-Cola, or from a distributor approved by the Client. The Service Provider shall enter into any agreement and complete any documentation reasonably requested by Coca-Cola or the Client in connection with Coca-Cola’s supply of Coca Cola Drinks to the Service Provider.
	5.4	Changes to these restrictions. The Client or Client’s Representative may negotiate an equivalent agreement, either with Coca Cola or another soft drinks supplier, or another Bottled Water supplier. The Client or Client’s Representative shall update the Service Provider in writing of any changes to the restrictions set out in this Clause 5. Upon receipt of that written notice the Service Provider will instead comply with the newly notified restrictions which shall replace this Clause 5.

6	Payment of Service Charge and Client's Recharges
		This section describes how the Service Charge and the Client’s Recharges (which are each set out in the Key Terms) are calculated and paid.


	6.1	The Client shall collect all payments from its sales to the customers of the Stall, including gratuities paid (if applicable) by customers of the Stall to the Service Provider’s staff (“Payments”) through the use of the POS System. The Service Provider may collect Payments by debit/credit cards, by mobile phone payment or by pre-paid cards, if permitted in writing by Client. Unless otherwise agreed, the POS System is the only payment system the Service Provider is permitted to use when taking Payments.
	6.2	The Charging Arrangement shall occur twice per month in two phases. “Phase One” is from the 1st – 15th of the calendar month (inclusive). “Phase Two” is from the 16th to the end of the calendar month (inclusive).
	6.3	The Service Provider shall invoice the Client for the Service Charge plus VAT on a twice-monthly basis, within 3 Business Days of the end of Phase One and within 3 Business Days of the end of Phase Two.								Service Charge and Charging Arrangement are defined and specified in Module 1 Part 1 (Key Terms).				.

	6.4	Client will invoice the Service Provider for the Client Recharges plus VAT once per month, within 3 Business Days of the end of Phase Two.								"VAT" means the value added tax as imposed by the laws of the Kingdom of Bahrain; and “Valid Tax Invoice” means a VAT invoice that meets all of the requirements of the laws of the Kingdom of Bahrain and the reasonable requirements of the Client.				.

	6.5	In consideration for the provision of the Services, Client shall (subject to the Service Provider strictly complying with its obligations under Clause 6.4) remit to the Service Provider’s bank account:
		(a)	the Service Charge plus tips and gratuities for Phase One; and
		(b)	the Service Charge for Phase Two, less the Client Charges for that month, plus tips and gratuities,
		within 10 Business Days of the end of the applicable Phase.
	6.6	The Service Provider acknowledges and agrees that the Client shall not be required to pay the Service Charge to the Service Provider until such time that the Service Provider has provided the Client with a Valid Tax Invoice for the Service Charge. Should the Service Provider fail to provide a Valid Tax Invoice at least 3 Business Days prior to Phase One and Phase Two (as applicable), the relevant payment date for the Service Charge shall be automatically extended to the date that is 3 Business Days after the Service Provider has provided the Client with a Valid Tax Invoice in accordance the requirements of Clause 6.4 and this Clause 6.6.
	6.7	For the purposes of establishing the amount due to the Service Provider, the Client shall:
		(a)	within 3 Business Days following Phase One and within 3 Business days following Phase Two, provide a sales report to the Service Provider in respect of the Stall for these timeframes;
		(b)	subject to the Service Provider complying with its obligations under Clause 6.4, within 10 Business Days of Phase One, make payment of the Service Charge plus tips and gratuities for Phase One to the Service Provider to the Service Provider’s bank account, and within 10 Business Days of Phase Two, make payment of the balance of the Service Charge for Phase Two, net of the Client’s Recharges for that month, plus tips and gratuities, to the Service Provider to the Service Provider’s bank account; and
		(c)	notwithstanding the process set out in this Clause 6, where the Client’s Recharges exceed the Service Charge for Phase Two in any given month, the exceeding amount owing to Client, can be deducted from the Service Charge in any future month.
	6.8	Client shall be solely responsible to account for, file and remit the VAT assessed and/or imposed with respect to Gross Sales to the taxing authority.
	6.9	Nothing in this Clause 6 absolves the Service Provider of its responsibility to timely pay its staff in accordance with all applicable wage and hour laws, including the distribution of any tips and gratuities left for Service Provider’s staff, on the staffs’ regular pay day.

7	Performance Security
		This clause governs the provision and management of a Performance Security, if payable. Module 1 (Key Terms) will state whether a Performance Security is payable.


	7.1	This Clause 7 applies if a Performance Security is payable under this Agreement.
	7.2	The Service Provider shall pay the Client the Performance Security upon signature of this Agreement, noting that payment of the Performance Security is a condition precedent to the entry into effect of this Agreement, which shall be held by the Client during the Term of this Agreement in order to offset the expenses and damages the Client may suffer as a result of the breach of the terms of this Agreement by the Service Provider either during or at the end of the Term.
	7.3	The Service Provider warrants to the Client that:
		(a)	the Performance Security is, and shall at all times be, free from any charge, encumbrance or other security interest in favour of any third party; and
		(b)	it shall not create any further charge, encumbrance or security interest over the whole, or any part, of the Performance Security.
	7.4	The Client shall not be liable to the Service Provider for any loss to the Performance Security arising from any act or default unless such loss arises from the wilful misconduct or gross negligence of the Client.
	7.5	Any time the Service Provider breaches this Agreement, the Client shall be entitled to withdraw from the Performance Security such proportion of it as may be reasonably necessary to make good that breach.
	7.6	Within 30 days of the end of the Term and in accordance with this Clause 7, the Client shall refund the remaining Performance Security (if any) to the Service Provider upon final remittance of the Service Charge for the final preceding month and upon Service Provider’s fulfilment of all payment and performance obligations up to the satisfaction of the Client, including without limitation departing the Unit without any damages caused to the Unit.
			The operation of clause 7.6 is shown below for illustration purposes only.

												Service Provider
					Last day of the final month of the Term							Client
					▼
					+ 30		pay final Service Charge
								satisfy any remaining obligations
									refund remaining Performance Security (if any)



	7.7	If this Agreement is terminated early by the Service Provider, the Client shall be entitled to withdraw from the Deposit any sums necessary to satisfy losses and reasonably incurred costs arising from (or which it is reasonably foreseeable that the Client will incur as a result of) the early termination of the Agreement including the following costs:
		(a)	legal advisers and accountants for advice in connection with such early termination or disclaimer; and
		(b)	marketing the Unit for relicensing purposes.
	7.8	The Client shall give written notice to the Service Provider within five (5) Business Days following each and every withdrawal made specifying the amount of the withdrawal, the date of the withdrawal and the invoice or liability to which the withdrawal relates.
	7.9	Any time the Performance Security is used by the Client in part, or in full, in accordance with this Clause 7, the Service Provider shall be required to pay to the Client the amount necessary to reinstate the original amount of the Performance Security, within twenty (20) Business Days from the date of withdrawal.

8	The Service Provider's obligations
		This section sets out the obligations of the Service Provider, covering topics such as compliance, good management practices, management of personnel, cleaning and waste, customer care and promotional activities. It also contains some important prohibitions and instructions for what to do on termination of the Service Provider.



	8.1	General obligations. The Service Provider:
		(a)	shall produce the Cuisine from the Stall at the Unit during the Term for sale by the Client to the public. The Cuisine shall be of a high quality which is of an equivalent standard to that typically found in the Service Provider’s high quality a la carte restaurant(s);
		(b)	represents that the Menu is a complete menu selection and includes all dishes that are expected to be served throughout the Term; and
		(c)	shall not make any changes to the Menu which is offered at the Stall (including any new items, seasonal items, specials, and promotions) without the prior written approval of the Client. Due to the limited space available in each Unit, if the Menu is reviewed by the parties on request of the Service Provider, the Client may limit the number of offerings permitted for sale at the Stall.
	8.2	Administrative obligations. The Service Provider shall:
		(a)	prior to the Commencement Date and on request during the Term, provide to the Client:
			(i)	Confirmation that they have a valid Commercial Registration which would allow them to proceed with providing the Client with the Services provided for under this Agreement and provide the Client with said Commercial Registration;
			(ii)	Confirmation that the Service Provider has existing suitable premises for the purposes of their commercial activities, with its own municipal plate, and their Commercial Registration (CR) is registered to those premises (however the Service Provider agrees not to conduct any of the Services from any premises other than the Stall at the Unit);
			(iii)	Confirmation that the Service Provider has obtained necessary approvals from the Ministry of Health to provide the Client with the Services provided for under this Agreement and provide the Client with said license/certificate;
			(iv)	Any documents required in connection with local licensing requirements;
			(v)	Any documents required by law in connection with food handling and food management licensing;
			(vi)	Within 10 Business Days of the date of this Agreement complete the Data and Image Capture and Permissions Form (form appended to this Agreement at Module 4) and provide a copy to the Client;
			(vii)	at all times remain in good standing with tax authorities and timely collect, file and remit all applicable state and local, use, excise, privilege or other tax levied by state and local tax authorities on gross receipts (excluding VAT);
			(viii)	if the Service Provider is a corporation, partnership, limited liability company, association or other organization the Service Provider shall at all times make all necessary corporate filings and keep itself duly organized, in good standing and legally qualified to do business; and
			(ix)	provide financial and/or supplier information to the Client as may be reasonably requested.
	8.3	Compliance with laws and policies. The Service Provider shall:
		(a)	at all times comply with the Guidelines, Mall Rules and Regulations, including the Health and Safety Policy, Code of Conduct, the menu guide and the Unit personalisation guide;
		(b)	at all times comply with:
			(i)	all health and safety laws including the Health and Safety policy of the Client;
			(ii)	any applicable licensing legislation;
			(iii)	any applicable law concerning places of public accommodation;
			(iv)	any applicable labor and employment laws, including, without limitations, laws against discrimination and harassment and wage and hour laws; and
			(v)	all other laws and governmental and quasi-governmental and insurance rules and regulations;
			as applicable to the Services in the jurisdiction of the Market;
		(c)	ensure that each product manufactured, sold or delivered by the Service Provider (including any inventory):
			(i)	complies and has complied in all respects with all laws, including all Food and Drug Laws;
			(ii)	has been manufactured, stored and delivered in accordance with appropriate “Good Manufacturing Practices” or similar practices that may be promulgated under the Food and Drug Laws;
			(iii)	is not and will not be adulterated or misbranded within the meaning of the Food and Drug laws;
			(iv)	has not been, is not, and will not be prohibited from being introduced into interstate commerce under the provisions of any Food and Drug Laws; and
			(v)	has not contained, does not contain and will not contain a hazardous substance or a banned substance within the meaning of any of any Food and Drug Laws;										.
		(d)	ensure that all Packaging used by the Service Provider complies with the Food and Drug Laws, and is usable in the ordinary course of business for products sold to retail or food service accounts. The Service Provider warrants that it has not used any Packaging which does not comply with all laws, including the Food and Drug Laws;							"Packaging" means the packaging (if any) used by the Service Provider for the food, beverages and any other goods sold to customers at the Service Provider including take away boxes, carrier bags and tableware from time to time.

		(e)	store all food, beverages and other goods offered for sale in accordance with all applicable health and safety laws and regulations and operate a regular stock turnaround/inventory rotation, ensuring all items are within their “use by” date at the point of sale to any customer at the Stall;
		(f)	provide the Client with supply chain information in respect of all items or dishes sold from the Stall within ten (10) Business Days from the date of request;
		(g)	permit and facilitate inspection of the Unit by the Client and the Client’s Representative and by public authorities at all times.
	8.4	Service Provider’s personnel and security. The Service Provider shall:
		(a)	employ or otherwise engage its own staff to assist in the production of the Cuisine;
		(b)	be solely responsible, and control the terms of employment, for its staff including wages, benefits, employment tax, unemployment insurance, immigration status and any other benefits;				For the sake of clarity, the Service Provider shall be directly and solely responsible for: (a) hiring or firing any Service Provider employee; (b) administering any disciplinary procedures; (c) maintaining any time or payroll records; (d) handling Service Provider’s payroll, including the distribution of any tips and gratuities left for Service Provider’s staff on the staff’s regular pay day; (e) obtaining workers compensation insurance; and (f) supervising Service Provider’s employees; or (g) otherwise control or affect the conditions of the Service Provider’s employees;

		(c)	ensure that all its staff are familiar with and comply with the Mall Rules and Regulations and all health and safety laws and regulations including the Health and Safety Regulation of the Client, and any security, safety and other codes of practice for workers and employees applicable at the Site in accordance with the Guidelines or as otherwise notified by the Client, the Client’s Representative or its authorized representatives from time to time;
		(d)	ensure that all staff of the Service Provider are legally eligible to work at the Site and make available to the Client or the Client’s Representative upon request all relevant paperwork, references and identity checks required by law; and
		(e)	adequately secure the contents of the Unit following each service prior to vacating the Unit.
	8.5	Cleaning, waste and good repair. The Service Provider shall:
		(a)	if it is cleaning its own Unit in accordance with Module 1 Part 3, ensure the Unit and Storage Unit(s) is cleaned to the Client’s satisfaction;
		(b)	if it is cleaning its own Unit in accordance with Module 1, part 3, provide a copy of a weekly cleaning schedule for approval by the Client (the “Cleaning Schedule”) in advance of the Commencement Date and any time the Cleaning Schedule is changed;				Once approved by the Client in writing, the Service Provider shall comply with the Cleaning Schedule. If the Client fails to comply with the Cleaning Schedule, the Service Provider will be liable for a fine equal to BHD 70 for each scheduled clean that is missed (the “Cleaning Fine”). The Client reserves the right to deduct the Cleaning Fine(s) from the Service Charges in accordance with Clause 6 of Module 5.

		(c)	exert the utmost vigilance in preventing and detecting signs of rodents and other vermin and insect infestation and, if discovered, immediately report to the Client or the Client’s Representative such infestation;
		(d)	ensure that waste is collected and stored in accordance with the Client’s waste management policy to permit disposal by the Client or Client’s Representative in accordance with the Guidelines and Mall Rules and Regulations; and
		(e)	keep and maintain the interior, exterior and the fixtures and fittings and equipment installed at the Unit in clean, orderly, sanitary and good repair and if at any time the Client is of the opinion that the Service Provider is not complying with its requirements or any of them, the Client may without prejudice to any of the other remedies available to the Client (including termination of this Agreement), give to the Service Provider a written notice of the steps required to ensure compliance with the said provisions and the Service Provider shall at its own expense comply with such requirements without delay.
	8.6	Good management. The Service Provider shall:
		(a)	provide the Services on its own account and as such be responsible for all risks, costs, expenses and claims of any nature arising from its conduct in providing the Services;
		(b)	provide the Services in a proper, efficient and courteous manner, in accordance with best industry practice and to the satisfaction of the Client or the Client’s Representative, and use best efforts to create a welcoming environment for customers;
		(c)	pay all costs and operating expenses in respect of the Services;
		(d)	attend such meetings and workshops at the Site in relation to the Services as the Client or Client’s Representative shall reasonably require;
		(e)	observe and comply with all reasonable verbal or written instructions and policies given by the Client or its authorised representatives at any time, including the Guidelines, pest control procedures, security, environmental handling procedures, health and safety procedures and the mandatory policies (appended at Module 9 to this Agreement) of the Client;
		(f)	permit the Client or its Representatives to enter the Unit at all times for all purposes including to verify the proper and effective management of the Market and/or stalls;
		(g)	provide to the Client on request, on an open book basis, its operational costs in respect of providing the Services (including cost of staff, food, insurance);
		(h)	maintain adequate stocks for the provision of Services to meet the reasonably expected demand of customers during the Trading Hours; and
		(i)	deal promptly and courteously with any complaints from customers and on the basis that if the interests of the Client and of the Service Provider should conflict, the interest of the Client shall prevail.
	8.7	Promotion and discounts. The Service Provider shall:
		(a)	use all reasonable efforts to develop the public goodwill or positive image of the Client, the Client’s Representative and the Site, including cooperating with the Client and or/the Client’s Representative and their Public Relations agency and participating in no less than two (2) public relations initiatives or marketing events every 6 months during the Term, in a timely manner, meeting all deadlines and providing any information and material reasonably requested for these purposes;									No less than 2 public relations initiatives or marketing events every 6 months.

		(b)	upon reasonable request and the Client giving reasonable notice, participate in occasional unique chef led marketing and promotional events (e.g., Preparation of a tasting menu event) at the Site; and
		(c)	offer a 15% discount to the Client’s and Client’s Representative staff at the Market on presentation of a valid staff ID.									15% discount to Client's and Client's Representative staff.

	8.8	Prohibited behaviours and activities. The Service Provider shall not:
		(a)	operate any business or trade at the Unit except the Concept;
		(b)	not open another concept under the same name or style in a communal dining, street food, or food court environment within a 5-mile radius of the Site. This restriction does not apply to any of the Service Provider’s concepts existing prior to the date of this Agreement;									Non-compete within a 5-mile radius of the Site.

		(c)	sell any item from the Stall at a price greater than the price of an equivalent or similar dish sold in another concept owned or operated by the Service Provider or its Affiliates outside of the Market;									Dishes should not be more expensive than outside of the Market.

		(d)	deliberately misuse or waste products that are supplied by the Client to the Service Provider (such as napkins, china, glassware, silverware) and in the event of any misuse or waste Client reserves the right to deduct the associated costs incurred by Client from the Service Charge;
		(e)	damage the Site, the Unit, the Common Area, the Facilities or any part of them;
		(f)	not alter, rearrange or re-site the Unit;
		(g)	at any time (including after the Term) make statements or representations or take any action which may directly or indirectly disparage the Site, or the Client or any of its Affiliates, officers, directors and employees or damage the integrity, reputation or goodwill of the Client; and
		(h)	not pledge the credit of the Client or represent itself as being the Client, the Client’s Representative or an agent (except as expressly permitted by this Agreement) or partner of the Client or the Client’s Representative.
	8.9	Violation matrix. The Service Provider confirms that it has read and understood the violation matrix at Module 5 of this Agreement. In the event that the Service Provider fails to comply with any written warnings sent by the Client as a result of its failure to comply with the violation matrix the Service Provider shall be liable for all fines as set out within.
	8.10	Non-solicitation. During the Term of this Agreement, and for a period of one (1) year after the termination of this Agreement for any reason, the Service Provider, and all its Affiliates, shall not, without prior written authorization from the Client, directly or indirectly: (i) solicit, encourage, or induce, or attempt to solicit, encourage, or induce, any employee of the Client to leave the Client’s employ; or (ii) hire, solicit, recruit, induce, or encourage, or attempt to hire, solicit, recruit, induce or encourage, any individual who at any time during the twelve (12) months preceding the termination of this Agreement was an employee of the Client, or the employee of another Service Provider within the Market to become employed by or provide services to the Service Provider and its Affiliates.
	8.11	Exit Procedure. Upon the expiration or earlier termination of this Agreement:
		(a)	the Service Provider shall: (a) remove all Service Provider stock, food, staff items and property and any other loose items; (b) carry out a final deep clean of the Unit and any applicable staff lockers or storerooms; (c) remove any Service Provider customizations permitted in accordance with Clause 4; and (d) return the Unit to the general state and cleanliness upon which it was accepted (subject to reasonable wear and tear) (together, the “Exit Obligations”);
		(b)	the Exit Obligations shall be carried out subject to the Client’s final approval (not to be unreasonably withheld) and within a reasonable period which shall not be more than calendar 5 days from date of expiration or termination of this Agreement;
		(c)	Client shall be entitled to withhold payment of the final remittance of the Service Charge for the final preceding month to the Service Provider until Service Provider has completed its Exit Obligations; and
		(d)	once the Service Provider has satisfied its Exit Obligations (as notified in writing by the Client) Client shall remit the final payment of the Service Charge to the Service Provider within 5 Business Days.

9	Liability and Indemnity
		This section deals with allocation of risk. The Service Provider operates on its own account and risk and therefore there are important limitations on Client’s liability, should things go wrong.



	9.1	Neither the Client nor the Client’s Representative shall be liable to the Service Provider, whether in contract, tort (including negligence) or restitution, or under any doctrine of breach of statutory duty or misrepresentation, or otherwise, for: (a) any loss of actual or anticipated income or profit; (b) loss of goodwill; (c) loss of business or contracts; (d) loss of business opportunity; (e) loss of anticipated or actual savings; (f) loss or corruption of data or information; (g) or special, indirect, punitive, exemplary or consequential damage or loss, that arises under or in connection with this Agreement, the Services, or the Service Provider’s operation of the Stall at the Unit.
	9.2	Nothing in this Agreement excludes or limits either party's liability to the other party for: (a) death or personal injury as a result of negligence or wilful misconduct; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded by law.
	9.3	The Parties expressly acknowledge that neither the Client nor the Client’s Representative shall be liable to the Service Provider for any error in judgment made in good faith and shall accordingly not be in breach of this Agreement, unless such error in judgment amounts to gross negligence, fraud or wilful misconduct of the Client or Client’s Representative, as applicable.
	9.4	The Service Provider shall indemnify, save and defend, at its own cost, risk and expense, the Client and Client’s Representative (including each of their officers, directors, agents, employees, representatives, shareholders, trustees, beneficiaries and Affiliates and successors and assigns of each of the foregoing) against all liabilities, third party claims, costs, expenses, damages and losses suffered or incurred by the Client and/or Client’s Representative (or any of the aforementioned party(ies)) arising out of or in connection with:									"losses" include any direct, indirect or consequential losses, loss of profit, loss of goodwill, loss of reputation and all interest, penalties, and legal costs and all other reasonable professional costs and expenses.

		(a)	any damage to the Unit or the kitchen equipment (including the existing Equipment) caused by the Service Provider (excepting damage caused by reasonable wear and tear);
		(b)	any claim made against the Client and/or Client’s Representative for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Client’s or Client’s Representative’s use of the Service Provider’s Marks;
		(c)	any claim made against Client and/or Client’s Representative with regard to Service Providers’ breach of privacy laws and regulations;
		(d)	any claim made against the Client and/or Client’s Representative by a third party for death, poisoning, personal injury or damage to property arising out of or in connection with the Service Provider's breach or negligent performance or non-performance of this Agreement or breach of statutory duty or connected in any form or manner to the Services provided by the Service Provider under this Agreement including in relation to health and safety issues relating to any food or beverages supplied by the Service Provider in the Unit;
		(e)	any breach by the Service Provider of any of its obligations, undertakings, warranties or representations under this Agreement;
		(f)	use of the Client’s Marks or Client’s Representative’s Marks by the Service Provider; or
		(g)	any failure of Service Provider to pay sales, income, VAT, use or other taxes arising from its business operations, or timely file relevant tax returns.
	9.5	Each party shall mitigate its loss, including in relation to indemnities, and nothing in this Agreement acts to reduce such duty to mitigate.

10	Insurance
		The Client is required to have insurance coverage for the activities it carries out at the Site.


	10.1	In accordance with the Client’s obligations to its landlord, the Service Provider shall, from the Commencement Date and for the whole of the Term, maintain at least the following insurance with insurers authorised to do business under the laws of the Kingdom of Bahrain:
		(a)	Workers compensation on the Service Provider’s employees in the amounts no less than required by law;
		(b)	Employer's liability insurance with a limit of BHD 3,750,000;
		(c)	not tamper with Client’s or Client’s landlord telecommunications or fire protection and safety equipment, including the wiring or other infrastructure;
		(d)	Business Personal Property Insurance on an “all risk” basis for the full replacement cost of all fixtures, furnishings, stock, and inventory with no more than a BHD 1873, deductible; and
		(e)	Excess umbrella liability with a limit of BHD 18,730,000, with the Client and the Client's landlord named as an additional insured.
	10.2	The Service Provider shall provide Client with a certificate of insurance attesting to the required insurance at least 10 days prior to the Commencement Date.
	10.3	The above policies (other than workers compensation policies) shall name Client and the Client’s landlord as additional insured.
	10.4	The above policies shall also contain a cross liability provision, be primary and non-contributory with insurance maintained by the Client and the landlord, contain a waiver of subrogation in favour of Client and the Client’s landlord, contain a severability provision, contain a per location aggregate, and grant 30-day notice of cancellation or material change to Client or the Client’s landlord.

11	Branding and Publicity
		Promotional activity in relation to the Market and use of Client's name and logo.


	11.1	The Service Provider hereby grants to the Client the non-exclusive, sub-licensable right to use the Service Provider’s name and logo for the promotion and operation of the Stall during the Term, free of any charge.
	11.2	The Service Provider shall obtain the Client’s prior written consent (not to be unreasonably withheld or delayed) to all promotional activity, public statements or press releases issued by the Service Provider in relation to the Stall or the Market more generally, however consent shall not be required to re-share a Time Out Market social media post or story.

12	Intellectual Property
		Further detail relating to the parties' intellectual property in their trade marks, and the permissions granted under this agreement.


				"Client's Marks" means the Client’s and the Client's Representative's names and logos (and the intellectual property rights subsisting in them).			"Service Provider’s Marks" means the Service Provider’s name and logo(s) (and the intellectual property rights subsisting in them).					In Clauses 12.3 and 12.4, “Marks” means the Client Marks or the Service Provider Marks as appropriate.

	12.1	The Service Provider acknowledges that the Client’s Marks are valuable assets of the Client or the Client’s Representative or their respective Affiliates, and the Service Provider shall not use or allow use of such rights in any form or for any purposes without the prior written consent of the Client and/or the Client’s Representative as applicable.
	12.2	The Client acknowledges that the Service Provider’s Marks are valuable assets of the Service Provider or its Affiliates and agrees that, save as expressly provided for in this Agreement, Client shall not use or allow use of such rights in any form or for any purposes without prior written consent of the Service Provider.
	12.3	Neither party shall:
		(a)	sub-license, transfer or otherwise deal with the rights of use of the Marks of the other party granted under this Agreement;
		(b)	do, or omit to do, anything in its use of the Marks of the other party that could adversely affect the validity or the goodwill of such Marks;
		(c)	apply, or cause others to apply, for registration of the other party’s name or any Marks or other trade name or trademark of the other party in any jurisdiction; nor
		(d)	register any web domains containing an identifiable part of the other party’s name, any Mark or other trade name or trademark of the other party at any time during the term of this Agreement or after this Agreement is terminated or expires for whatever reason.
	12.4	Either party shall immediately enter into any document necessary for the recording, registration or safeguarding of the other party’s rights in its Marks at the other party’s cost.

13	Confidentiality
		Obligations to protect each other's confidential information.


	13.1	Except as provided by Clause 13.2, the Receiving Party shall at all times during the continuance of this Agreement and after its termination:								"Confidential Information" means any information that is or has been disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to or in connection with the terms of this Agreement (whether orally or in writing, and whether or not such information is expressly stated to be confidential or marked as such) including all advice, data and information supplied to the Receiving Party pursuant to Clause 13, unless the information: • is public knowledge or is already known to the Receiving Party at the time of disclosure; • subsequently becomes public knowledge other than by breach of this Agreement; or • subsequently comes lawfully into the possession of the Receiving Party from a third party.
		(a)	only use the Confidential Information for the purpose of performing this Agreement;
		(b)	keep the Confidential Information secure and not disclose any Confidential Information to any other person; and
		(c)	not use any Confidential Information for any purpose other than the performance of this Agreement.
	13.2	Any Confidential Information may be disclosed by the Receiving Party to:
		(a)	any governmental or other authority or regulatory body having the legal authority to request the Confidential Information;
		(b)	the Affiliates and legal or other representatives of the Receiving Party; or
		(c)	any employee, director, consultant or agent of the Receiving Party and Receiving Party Affiliate, to such extent as is necessary for the purposes contemplated by this Agreement, and provided the Receiving Party uses its best endeavours to ensure that the person in question keeps the information confidential and uses it only for the purposes for which the disclosure is made.

14	Termination
		There are various situations where one of the parties might want (or need) to exit the Agreement early. This section sets out the circumstances and what happens next.


	14.1	Notwithstanding any other provisions for termination as set out in this Agreement, the Client may give notice in writing to the Service Provider terminating this Agreement with immediate effect if:
		(a)	the Service Provider fails to maintain the highest cleanliness standards in the Unit kitchen with routine cleans at least before and after every service and deep cleans of all cooking and kitchen equipment at least 4 times per month during the Term as evidenced by written logs which are available for inspection by the Client, the Client’s Representative, and any competent authority;
		(b)	the Service Provider fails to abide by the Mall Rules and Regulations and the Code of Conduct and the Health and Safety Policy of the Client;
		(c)	the Service Provider fails to operate and produce products in compliance with all Food and Drug Laws or receives a citation under a Food and Drug Law;
		(d)	there has been a third and final warning issued under the Violation Matrix;
		(e)	after this Agreement comes into force there is any change in the management, ownership or control of the Service Provider (and for the purpose of this Clause 14.1, “control” in relation to the Service Provider means its ability to direct the affairs of another whether by virtue of the ownership of equity, contract or otherwise);
		(f)	the Service Provider purports to assign any of its rights or obligations under this Agreement other than as permitted;
		(g)	the Service Provider delivers disproportionate (a variance of twenty (20) percentage points below the reported average monthly market growth rate) turnover performance for more than two (2) consecutive months in comparison to the rest of the Market excluding seasonal trends;
		(h)	the Service Provider becomes involved in a legal dispute with any of their staff members which is related to or in any way connected with the Service Provider’s distribution of its tips and gratuities; or
		(i)	the Client is taking active steps to close the Market.
	14.2	Either party may give notice in writing to the other terminating this Agreement with immediate effect if:
		(a)	the other party commits any material breach of this Agreement, and that breach (if capable of remedy) is not remedied within ten (10) Business Days of notice being given requiring it to be remedied;
		(b)	an order is made or a resolution is passed for the winding-up of the other party or an administrator is appointed by order of the court or by other means to manage the affairs, business and property of the other party or a receiver or similar official is validly appointed in respect of all or any of the other party’s assets or undertaking or circumstances arise which entitle the Court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the Court to make a winding-up or bankruptcy order or the other party takes or suffers any similar or analogous action in consequence of debt anywhere in the world; or
		(c)	the other party ceases, or threatens to cease, to carry on business.
	14.3	Except as otherwise provided in this Agreement, neither party shall have any further obligation to the other under this Agreement after its termination. The Service Provider shall not have the right to any termination payment, other than to receive outstanding payments of the Service Charge (as defined in Clause 6) duly accrued before the termination date, after deduction and set-off of any amounts that may be due by the Service Provider to the Client. In all other respects, any termination of this Agreement shall be without prejudice to any rights or liabilities accrued at the date of termination. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in force.
	14.4	If the Client is entitled to terminate this Agreement pursuant to a material breach by the Service Provider, the Client may instead (at its sole discretion) elect to:
		(a)	refer the matter to its escalation procedure; and / or
		(b)	extend the period for remedying the breach; or
		(c)	in the case of termination under Clause 14.1(a) (cleanliness standards), carry out any necessary additional cleaning of the Unit to ensure that the correct hygiene and food safety standards are maintained, and recharge the costs of such additional cleaning to the Service Provider by way of deduction from the Service Charge.
	14.5	In addition to the Client’s rights to withhold and forfeit the Performance Security (where Performance Security is required), if the Client terminates this Agreement as a result of a material breach by the Service Provider or if the Service Provider early terminates this Agreement prior to the expiry of its term, the Client shall be entitled to deduct all sums necessary to remedy the breach before making the final payment of the Service Charge.
	14.6	In addition to the Client’s rights to withhold and forfeit a Deposit and the Client’s rights at Clause 14.5 (right to deduct sums to remedy the breach), if the Client terminates this Agreement as a result of a material breach by the Service Provider, the Service Provider acknowledges that the Client will incur substantial costs and economic losses as a result of the early termination. Accordingly, the Service Provider shall pay to the Client as liquidated damages an amount equal to the average monthly Service Charge over the preceding twelve (12) months (or the number of months the Unit has been trading if less than twelve (12) months) multiplied by the number of remaining months of the Term. The Parties agree that such liquidated damages represent a fair, reasonable and proportionate amount to compensate the Client.											Liquidated damages apply if Client terminates this agreement due to Service Provider's breach.

15	Other legal provisions
		Other general and miscellaneous legal matters not covered elsewhere.


	15.1	No agency or partnership. Service Provider is an independent contractor and is not a legal representative or agent of Client for any purpose. Except as expressly set out in this Agreement, this Agreement shall not be construed as giving rise to the relationship of principal and agent, partnership or joint venture or entitle the Service Provider to make any representation, enter into any contract, give any warranty or guarantee, or incur any liability on behalf of, or pledge the credit of, the Client. This Agreement does not create any joint employer relationship between Service Provider and Client.
	15.2	Notices. Notice given under this Agreement shall be made by email and, if no “out of office auto-reply” or reply that the message was undeliverable is received by the sender, the notice will be deemed to have been delivered:
		(a)	on the same Business Day if transmitted prior to 5:00pm on a Business Day in the recipient’s time zone; or
		(b)	on the next Business Day if transmitted at or after 5:00pm in the recipient’s time zone.
		The email addresses for service of any notices are as set out in the Key Terms (Module 1 Part 5) until such time as either party notifies the other in writing of any change.
	15.3	Acts of other Service Providers. The Client shall not be responsible to the Service Provider for any act or omission of any other Service Providers (or their employees, representatives or agents) within the Site.
	15.4	Assignability. The Client may assign this Agreement and the rights and obligations contained within. The Service Provider may not assign, sub-contract, license or in any way dispose of its rights or obligations under this Agreement without the prior written consent of the Client.
	15.5	Change of control. The Service Provider shall inform the Client immediately of any changes in ownership or control (as defined in Clause 14.1(e)) of the Service Provider and of any change in its organization or method of doing business which might affect the performance of the Service Provider’s duties under this Agreement.
	15.6	No waiver. The failure or delay of a party to exercise or enforce any right under this Agreement shall not operate as a waiver of that right or preclude the exercise or enforcement of it at any time.
	15.7	Third party rights. This Agreement will not be construed to give any person, other than the parties to this Agreement, any interest or rights, including any third-party beneficiary rights. No person not a party to this Agreement has any right to enforce any provision of this Agreement.
	15.8	Entire agreement. This Agreement constitutes the entire understanding between the parties with respect to its subject matter and replaces all prior agreements, negotiations and discussions between the parties relating to it.
	15.9	No representations. The Service Provider confirms that it has not been induced to enter into this Agreement by any representation, warranty, or undertaking (whether made negligently or innocently) not expressly incorporated into this Agreement. All conditions, warranties or other terms implied by law are excluded to the fullest extent permitted by law. However, nothing in this Agreement excludes liability for any fraudulent statement or act.
	15.10	Variation. No variation of this Agreement is valid unless it is in writing and signed by each of the parties.
	15.11	Announcements. Neither party shall make any disclosure or announcement relating to this Agreement without the prior written approval of the other party, except as required by law or by any legal authority.
	15.12	Severance. If any provision of this Agreement is held to be unlawful, invalid or unenforceable, in whole or in part, such provision shall to that extent be severed from this Agreement as far as possible without affecting the legality, validity or enforceability of the remainder of this Agreement.
	15.13	Set-off. The Service Provider shall not withhold payment of any sums after they become due by reason of any right of set-off or counterclaim.
	15.14	Electronic Signature. The Parties (a) consent to enter into this Agreement electronically; (b) agree to permit the use of electronic signatures (within the meaning of Law No. 54 of 2018 Regarding Electronic Communications and Transactions) by a properly authorised representative of the other Party in this Agreement, (c) intend that such electronic signatures are equivalent to a handwritten signature and are binding on the signing Party, (d) confirm that the person signing electronically on their behalf is authorised by them to enter into the Agreement; (e) are aware that the other Party will rely on the electronic signature, such reliance being reasonable in the absence of proof to the contrary; and (d) waives any defences to the enforcement of this Agreement based on the fact that a signature is an electronic signature.

16	Law and Jurisdiction
		How this agreement is interpreted and which courts will have jurisdiction to resolve disputes.


	16.1	This Agreement, and all claims (whether at law or in equity, whether under contract, tort, statute or otherwise) arising in connection with it will be governed by and construed and enforced in accordance with the applicable laws of the Kingdom of Bahrain and any Dispute will be subject to the jurisdiction laws of the Kingdom of Bahrain, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.
	16.2	If the Dispute is not resolved as contemplated by Clause 17 (if either party fails to participate or ceases to participate in the stated procedure or a final determination is not made), the Dispute shall be finally resolved by the courts of the Kingdom of Bahrain.
	16.3	Each of the parties submits to the exclusive jurisdiction of the courts in the Kingdom of Bahrain, in any action or proceeding arising out of, or relating to, this agreement, agrees that all claims in respect of the action or proceeding may be heard and determined in any such court and agrees not to bring any action or proceeding arising out of, or relating to, this Agreement in any other court. Each of the parties waives any defence of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that service of summons and complaint or any other process that might be served in any action or proceeding may be made on such party by sending or delivering a copy of the process to the party to be served at the address of the party and in the manner provided for the giving of notices in Module 2. Nothing in this section, however, shall affect the right of any party to serve legal process in any other manner permitted by law. Each party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law.

17	Disputes
		We want to resolve disputes in a sensible manner, without having to litigate in a court of law. This is a process for attempting to resolve disputes commercially.


	17.1	If any Dispute arises in connection with this Agreement then the parties shall follow the procedure set out in this clause:
		(a)	either party shall give to the other written notice of the Dispute, setting out its nature (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the Site General Manager of the Client and General Manager of the Service Provider shall attempt in good faith to resolve the Dispute within twenty (20) days of the Dispute Notice; and
		(b)	If the Site General Manager of the Client and General Manager of the Service Provider fail to resolve the dispute within twenty (20) days of the Dispute Notice, each party shall have the right to refer the Dispute to the Bahraini competent courts.
	17.2	This Clause 17 in its entirety is subject to Clause 18 (Adequacy of damages).

18	Adequacy of Damages
	18.1	Each party acknowledges that money damages may be both incalculable and an insufficient remedy for any breach of Clauses 13 (Confidentiality), 9.4(c) (breach of privacy laws) and 12 (Intellectual Property) and that any such breach may cause the other party irreparable harm. Accordingly, in the event of any such breach or anticipated breach, the other party, in addition to any other remedies at law or in equity it may have, shall be entitled, without the requirement of posting a bond or other security, to seek equitable relief, including injunctive relief and specific performance from any court of competent jurisdiction.

19	Code of Conduct
		We have standard guidelines on how the services are to be provided by you and the code of conduct you need to follow.


	19.1	Service Provider shall comply with the Client’s Code of Conduct, as set out in Module 7 to this Agreement and with applicable law in any dealings with national, state, local and/or foreign governments and government officials.
	19.2	The Service Provider shall ensure that any person associated with the Service Provider, who is performing services or providing goods in connection with this Agreement, does so only on the basis of a written contract which imposes on such person terms equivalent to those imposed on the Service Provider in this Clause 19. The Service Provider shall indemnify and hold harmless the Client against all liabilities, costs, damages and losses incurred as a result of any breach by such persons of those terms.



								M5


Module 5
Violation Matrix

WARNINGS FRAMEWORK					⠀
1st WARNING	Client will send an e-mail communication as notice to comply within a stipulated time depending on the nature of the violation.
2nd WARNING	Client will send a written notice to the Service Provider to take appropriate action with an extended deadline to comply.
3rd and FINAL WARNING	If Service Provider repeats the violation or if the issue is still pending rectification, Client will send the final warning along with the penalty and if possible, the issue will be rectified by Client and invoice for the same along with the penalties will be deducted from monthly payment.


TYPE OF VIOLATION			PENALTY
Violation Specification	Severity		Fine (BHD)	Application
Bringing of heavy machineries/equipment requiring provisions without approval.	Major		55	For each violation
Failure to provide the required permits and authority documentation including hiring of staff without official authorization and approval.	Major		750	For each violation
Removing equipment without approval.	Minor		55	For each violation
Executing and structural alteration, re-alteration, additions, or conversions without approvals.	Major		750	For each violation
Serving of alcohol without approval.	Major		750	For each violation
Serving of beverages that are not approved by Client.	Minor		95	For each violation
Failure to comply with Client trading hours.	Major		190	For each violation
Insufficient inventory/ stock/items available on the menu on frequent basis.	Minor		190	For each violation
Loud music from personal devices inside the kitchens disturbing guests and co-workers.	Minor		95	For each violation
Conducting maintenance works inside or outside the kitchen without any approval.	Minor		190	For each violation
Unattended kitchen during service hours.	Minor		95	For each violation
Failure to maintain cleanliness of kitchen, equipment and meet overall HACCAP standards (or equivalent to the Kingdom of Bahrain) according to board of health regulation.	Major		375	For each violation including official inspection fine. Rectification.
Failure to maintain cleanliness of external hoods and guest facing surfaces.	Minor		190	For each violation
Recurring service complaints from guests or poor online reviews.	Major		375	For each violation
Serving raw or expired food.	Major		375	For each violation
Taking anything that belongs to Client outside of the premises.	Major		190	For each violation
No usage of laptops inside or in front of the kitchens during trading hours.	Minor		55	For each violation
Using different supplier without Client management's approval (i.e. water and soft drinks).	Minor		95	For each violation
Unofficial price changes and selling without the approval of Client management.	Minor		95	For each violation
Inconsistent portion size and quality of food served.	Minor		95	For each violation
Failure on poor grooming and uniform standards.	Minor		190	For each violation
Fire Detectors/Sprinkler heads covered.	Major		190	For each violation
Placing promotional items without Client approval.	Minor		190	For each violation
Electrical connections/installations without approvals.	Major		375	For each violation
BOH is dirty - rubbish, stain, dumping oil, water, cigarettes, carton, etc.	Major		190	For each violation
Misuse and damaging of the service elevators/usage of landlord carts or other items that are not Client assets.	Major		750	For each violation
Not have sufficient number of staff required to cope with volume.	Minor		190	For each violation
Damage of equipment or anything related to Client.	Major		375	For each violation
Displaying merchandise outside kitchen.	Minor		190	For each violation
Using the loading bays for storage of goods other than the purpose of prompt loading and unloading of goods. Using storage outside of assigned area without Clients approval.	Minor		190	For each violation




		M6


Module 6
Mall Rules and Regulations

Rules and Regulations of the Mall
1	Obstruction of passages, etc.:
	The Service Provider shall not in any way obstruct or permit the obstruction of any walkways, pavements, entrances, passages, courts, corridors, service ways, vestibules, halls, roads, docks, stairways, lifts, escalators, travelators, hoists, fire or escape doors, within or outside the Stall or the Common Area or any appurtenances or conveniences thereto.
2	Obstruction of lights:
	The Service Provider shall not in any way cover or obstruct any lights, skylight windows or other means of illumination of the Common Area and facilities or of the Mall generally.
3	Movement of goods:
	The Service Provider shall use or permit to be used for the receipt, delivery or other movement of any goods, wares or merchandise or articles of bulk or quantity only such parts of the Stall as the Client may from time to time direct.
4	Parking of trade vehicles, loading docks, etc.:
	4.1	The Service Provider will not permit trade vehicles while being used for delivery and pick up of merchandise to or from the premises to be driven, parked, or stopped at any place or time except within the loading dock area designated to service the premises or at such other place or places and such time or times as the Client may specifically allow.
	4.2	The Service Provider will prohibit its employees, suppliers, contractors and others over whom it may have control, from obstructing the entrances, exits or driveways in and to the parking areas, the Mall or the Common Areas and Facilities or from parking delivery vehicles during loading or unloading in any place other than the places which the Client may from time to time allot for such purposes.
	4.3	The Service Provider will not use or permit to be used the said loading dock for the storage of goods or for any other purpose other than for the prompt loading and unloading of goods.
5	Collection of garbage:
	The Service Provider shall not allow any accumulation of rubbish in the Stall and shall ensure at all times that the trade waste and refuse from the Stall is placed in proper receptacles and is regularly removed to the garbage holding area of the Mall designated by the Client.
6	Safeguarding Premises:
	The Service Provider shall use its best endeavours to protect and keep safe the Stall and any property contained therein from theft or robbery and shall keep all doors, windows and other openings closed and securely fastened when the Premises are not in use or left unoccupied.
7	Burning of rubbish, etc.:
	No rubbish, waste or incense shall at any time be burnt upon the premises or the Common Areas and Facilities or any part thereof.
8	Blinds, shades, etc.:
	All blinds, shades, windows, ventilators and other similar fittings and fixtures installed by the Client with the consent of the Client in or upon the Stall and visible from outside the Stall shall conform to the reasonable requirements and standards of the Client.
9	Closing hours of Mall:
	The Client shall be entitled to close the Mall, the Common Areas and Facilities or any part thereof and to prevent and prohibit any person from entering or remaining thereon between midnight and 9 a.m. inclusive. Without affecting the generality of the preceding provision of this rule, the Client may close, lock-off, or otherwise control the Common Areas and Facilities or any part thereof from time to time and may take all such actions as the Client may deem necessary for the purposes aforesaid. In particular, the Client may prohibit the use of the parking areas in the Mall prior to the hour of 8 a.m. or such earlier hour as the Client may from time to time determine.
10	Trading Hours of the Stall:
	10.1	The Service Provider shall operate and keep the Stall continuously and uninterruptedly open for the business during the Trading Hours or as the Client may in its sole and absolute discretion otherwise specify in writing from time to time.
	10.2	Notwithstanding anything hereinbefore contained, the Stall shall not be or remain open for business at or during anytime or times prohibited by law. The Service Provider understands that it is of vital importance to the Mall and to its business reputation in the market and also to the Client to remain open for business during the Trading Hours and the additional hours as prescribed and therefore the Service Provider agrees, without prejudice to any other right or entitlement granted to the Client under the Agreement to pay to the Client a fine as prescribed in the Violation Matrix in Module 5 for each day of non-compliance by the Service Provider. The Client is hereby entitled to double or triple such fine in case of repetition of such breach and is also entitled to collect such fine from any of the Service Provider’s entitlements.
11	Heavy equipment:
	Before any machinery, safe or furniture is moved into or out of the Stall due notice must be given to the Client by the Service Provider.
12	Machinery:
	The Service Provider will not bring upon the Stall any machinery, plant or equipment without the prior written consent of the Client and in accordance with the conditions imposed by the Client.
13	Bicycles, animals, musical instruments:
	The Service Provider shall not bring or permit any person to bring or leave in or about the Mall any bicycle or similar machine or any animal or play or permit any person to play any musical instrument in or about the premises.
14	Pest controls and domestic pets:
	The Service Provider shall take all precautions to keep the Stall free of rodents, vermin, insects, pests and shall not bring or keep birds, domestic pets or other animals therein. If required by the Client, and at costs to be borne by the Service Provider, the Service Provider will employ pest exterminators approved by the Client and will furnish to the Client evidence in writing indicating the Service Provider’s compliance with this requirement.
15	Infectious disease:
	In the event of any infectious disease occurring in the premises, to give immediate notice thereof to the Client and to the proper public authorities and, at its expense, to thoroughly fumigate and disinfect the premises to the satisfaction of the Client and such public authorities and otherwise to comply with their lawful requirements with regard to the same.
16	Air circulation:
	The Service Provider shall take such steps as may be necessary to prevent excessive infiltration of air into the Stall and air leakage and shall not do any act or thing whereby the working of the air circulating plant in the Mall shall be affected.
17	Radio, television, etc.:
	The Service Provider will not, without the Client’s prior written consent, erect, place or use outside the Stall any radio, television or television aerial, antenna or satellite dish or any loudspeakers, screens or similar devices, or equipment, and without the like consent of the Client, will not use or permit to be used any radio, gramophone, television or other like media or equipment likely to be heard from outside the Stall , or broadcast any audio, video or other material.
18	Use of lift:
	The Service Provider will not use any of the passenger lifts, escalators or travelators in the Mall for the transport of its goods, merchandise, refuse or equipment of any nature whatsoever.
19	Soliciting business, conducting sales, etc.:
	The Service Provider will not permit its employees, contractors, suppliers and others over whom it may have control to solicit business anywhere within the Common Areas and Facilities or to distribute pamphlets or other advertising matter in motors or other vehicles parked in the parking areas, or within the Common Areas and Facilities. The Service Provider will not conduct any going out of business or closure sales and will not to conduct or permit to be conducted on the Premises, any auction, clearance, promotion or sale whatsoever without first obtaining the consent of the Lessor and all relevant governmental authorities.
20	Compliance with Fire and Safety precautions:
	At all times the Service Provider will comply with all fire and safety precautions and will not store any chemicals, inflammable liquids, acetylene gas, alcohol or volatile explosive oil or substances upon the Stall for any purpose.
21	Non-smoking environment:
	The Service Provider hereby undertakes to comply, during the Term of the Agreement, with the Mall being a non-smoking environment as per the applicable laws and decrees that prohibit smoking in closed places.



			M7


Module 7
Guidelines and Code of Conduct

Guidelines
Service Provider, at its cost, is solely responsible for provision of the services in compliance with these Guidelines.
1	Licensing & permitting:
	Service Provider shall obtain and continuously maintain all licenses and permits applicable to the Stall and the delivery and sale of the Cuisine (inclusive of all products and inventory of the Service Provider) in compliance with all Food and Drug Laws, and all Bahrain specific laws, regulations, and requirements. All services and sales from the Stall, and any work performed in the Stall by the Service Provider, must be performed in accordance with all Bahrain specific requirements, permits and inspections, with the proper close-out of permits (as applicable). Proof thereof shall be supplied by the Service Provider to the Client.
2	Market regulations:
	The Service Provider shall:
	2.1	operate the Stall at all times in compliance with the Trading Hours (subject to temporary closures that Client may impose to the extent reasonably necessary for emergency repairs or due to any closures of the Market required by any relevant authority with jurisdiction over the Market);
	2.2	not cause any damage to the property of the Client or Client’s landlord, to the Market or the Development generally;
	2.3	not alter or remove any property of the Client or the Client’s landlord;
	2.4	Service Provider shall not place a load upon the floor which exceeds the floor load per square foot which the floor was designed to carry, and any business machines and mechanical equipment which causes vibration or noise that may be transmitted in a manner objectionable to the Client or the Client’s Representative shall be placed and maintained by Service Provider in settings of cork, rubber, or spring-type vibration isolators sufficient to eliminate such vibrations or noise;
	2.5	not do nor permit anything to be done in or about the Stall, or bring anything therein, which will in any way conflict with applicable laws, ordinances and other rules or regulations governing the use or occupancy of the Stall and the sale of the Cuisine, nor obstruct or interfere with the rights of the Client and/or other Service Providers operating within the Market;
	2.6	save in respect of and created by reasonably usual food preparation equipment being operated at the Unit at the manufacturer’s usual sound and vibration levels, not erect or install any machinery which causes noise or vibration, which can be heard or felt outside of the Unit;
	2.7	not store in the Stall and/or the Storage Unit any petrol or other inflammable explosive or combustible substance, excluding in respect of such devices reasonably requiring such substances for the production or preparation of food, such as a cooking blowtorch;
	2.8	not use the Stall and/or Storage Unit or any part thereof for any noxious, noisy or offensive trade or business, or for gambling, betting or for any illegal, unlawful or immoral act or purpose;
	2.9	not keep any dog, cat or other animal, reptile, fish or bird in the Unit and/or Storage Unit and to keep the Unit and/or Storage Unit free of pests, rodents, vermin and insects (except to the extent that the Client provides pest control services in accordance with the terms of this Agreement);
	2.10	comply will all laws in effect prohibiting discrimination or segregation by reason of race, colour, creed, age, religion, sex or national origin;
	2.11	not hold or conduct or permit the holding of or conducting of any auction, liquidation, going out of business, fire or bankruptcy sale;
	2.12	not to use the Stall for the sale or the manufacture, storage, distribution or sale of liquor;
	2.13	not permit any vocal or instrumental music in the Unit so that it can be heard outside of the Stall;
	2.14	not to overload the lifts, electrical installation or drains, sewers, conduits, flues, gutters, gullies, channels, ducts, shafts, watercourses, pipes, cables, wires and mains or any of them in the Unit, the Market and/or the Development;
	2.15	not do or omit to do anything which interferes with or which imposes an additional load on any ventilation, air-conditioning or other plant or machinery serving the Stall, the Market and/or the Development;
	2.16	not litter or make untidy any common areas of the Market and/or the Development;
	2.17	not cover or obstruct or permit to be covered or obstructed in any manner by any article or thing, the windows, sky-lights, ventilating shafts or air inlets or outlets which reflect or admit light or enable air flow into or out of the Unit, the Market and/or the Development;
	2.18	dispose of all rubbish at the rubbish disposal area designated by the Client and/or Client’s landlord from time to time, and not to throw, place or allow to fall or cause or permit to be thrown or placed in the lift shafts, water-closets, lavatories or other conveniences in the Market and/or the Development any rubbish, waste paper or any unsuitable substances;
	2.19	not to permit or cause to be permitted the placing or parking of bicycles, motorcycles or scooters, trolleys and other wheeled vehicles and/or the stocking or storage of goods or things in the common areas of the Market and/or the Development;
	2.20	not to add to or in any way interfere with the electric cables, switches, junctions or joints or points or pipes, taps or other apparatus installed in the connection with the supply or use of any services in the Market and/or the Development, including electricity, hot or cold water, gas or the telephone installation;
	2.21	to observe and perform or cause to be observed and performed any rules and regulations put in place by the Client and/or Client’s landlord in relation to the Market and/or the Development from time to time;
	2.22	not use or cause to permit to be used, the lift shafts, water closets, lavatories, conveniences and other services in the Market and/or the Development for any purposes other than for those for which they were constructed;
	2.23	immediately replace all electric lightbulbs, tubes and globes in the Stall and/or the Storage Unit;
	2.24	not permit trade vehicles while being used for delivery to and picking up of goods from the Market to be driven, parked or stopped at any place within the Development, except within the loading bay of the Development and at such other place or places and at such time or times as the Client and/or the Client’s landlord may specifically allow;
	2.25	before any safe, furniture, partition or fitting is moved into or out of the Market and the Development, give due notice of its intention to move the same to the Client or the Client’s Representative and to only move the same under the supervision of the Client or the Client’s Representative or its employee or agent. The Service Provider shall also comply with any notified requirements of the Client’s landlord in this regard;
	2.26	not display or sell any goods containing portrayals of lewd, graphically violent, or pornographic images;
	2.27	not sale or display of any paraphernalia used in the preparation or consumption of controlled substances is prohibited;
	2.28	cooperate to reduce any objectionable noise to a reasonable level, if requested by Client and/or the Client’s landlord;
	2.29	not store any materials or goods in the service or exit corridors or any other common areas of the Market and/or the Development;
	2.30	not object to any pest extermination, which shall occur at such intervals as Client may require;
	2.31	not bring hazardous, toxic, or radioactive materials into the Development, Unit, the Storage Units or surrounding areas, and any cleaning products, cooking oils, and grease shall be used and disposed strictly in accordance with the manufacturer’s instructions and all legal requirements;
	2.32	not solicit business or distribute promotional items for the purposes of soliciting sales within the parking areas, or the common areas within or outside the Market and/or Development unless otherwise agreed in writing by the Client or the Client’s Representative;
	2.33	seek the approval of the Client in relation to the installation or erection of any interior signage, with such approval to be at the Client’s sole discretion;
	2.34	keep any property and equipment supplied by the Client in good repair and working condition, with such property and equipment to remain upon/within the Unit and surrendered to the Client at the expiration or termination of the Agreement in good working condition;
	2.35	not tamper with Client’s or Client’s landlord telecommunications or fire protection and safety equipment, including the wiring or other infrastructure;
	2.36	if requested by the Client and within ten (10) days of such a request being made, deliver an estoppel certificate to the Client, without charge, confirming that this Agreement is in effect, the dates to which Fees are paid, the amount of the Deposit, that Client is not in default under this Agreement, that Service Provider is providing the Services, and other information pertaining to this Agreement;
	2.37	correct, prevent, and abate nuisances and unsafe conditions within the Stall and handle and dispose of hazardous substances appropriately; and
	2.38	be solely responsible to pay any tangible personal property taxes on Service Provider’s tangible personal property and all other taxes applicable to its operations.

Code of conduct
Service Provider, at its cost, is solely responsible for provision of the services in compliance with these Guidelines.
1	For the purpose of this document, the expression “Company/Companies” used herein, means any company which has a business relationship with the “Client” or with any other legal entity which is a member of the Majid Al Futtaim Group of Companies (“MAF Group Entity”), and/or any company who provides products and services to the Client and/or to a MAF Group Entity, including but not limited to contractors, consultants, suppliers, business partners and tenants.
2	Any Company which has a business relationship or intends to have a business relationship with the Client and/or with any MAF Group Entity shall identify and disclose to the Client any and all personal interest which it may have with any other companies/individuals already having a business relationship with the Lessor and/or a MAF Group Entity.
3	The Client, as part of its Corporate Social Responsibility and Ethics Policy, operates an independent Whistle Blowing Scheme, “Navex Global”, which enables employees, Service Providers, contractors, tenants, suppliers and all other parties to confidentially provide information of any conflict of interest, misconduct, wrongdoing or fraudulent practice. All matters reported are treated in the strictest confidence and are thoroughly investigated by the Client whether internally and/or through a professional third-party Service Provider.
4	Reporting and disclosure would include samples of non-allowable gifts, benefits, or relationships as follows:
	4.1	Cash Payments;
	4.2	Travel tickets and/or trips, both local and international;
	4.3	Accommodations;
	4.4	Vacations;
	4.5	Tickets to musical or sporting events (unless such tickets are provided to the Company as part of a company-wide sponsorship program);
	4.6	Lavish meals;
	4.7	Heavily discounted or free products and services from suppliers that have a business relationship with the Lessor and/or with any other MAF Group Entity;
	4.8	Direct or indirect sponsorship of social, philanthropist and sporting events for self or immediate family members and/or team;
	4.9	Expensive promotional items (exceeding allowable monetary limit);
	4.10	Providing consulting services to the Lessor and/or to any other MAF Group Entity;
	4.11	Promise of future employment by the Lessor and/or to any other MAF Group Entity;
	4.12	Employment of relatives by Companies;
	4.13	Serving on Board of Directors for Companies;
	4.14	Being a salaried employee of Companies;
	4.15	Receiving free or discounted professional services from Companies

5	Samples of allowable gifts or benefits (must be declared):
	5.1	Business Meals (not exceeding BHD 200/- in total cumulative value per annum from a single source);
	5.2	Promotional items (not to exceed BHD 50/- in total cumulative per annum from a single source).
6	“Navex Global” contact details are as follows: OneConnect: 80006138 https://maf.ethicspoint.com



			M8


Module 8						.
Deliveries						.

	Module 8 applies if it is incorporated in the signature page of this agreement, or if the parties subsequently agree in writing to enable deliveries.


1	From time to time, at Client’s or Client’s Representative’s sole discretion, the Client may permit the Service Provider to produce Delivery Products from the Unit, to be delivered to or picked up by end users via the food delivery service providers appointed by the Client or Client’s Representative. In such case, the Service Provider will be permitted to accept and prepare orders of Delivery Products from the Unit, which may be processed for customer-collection or delivery by the Delivery Company, exclusively in partnership with the Client and the Delivery Company (the “Delivery Scheme”).				“Delivery Company” means any food and drink delivery service company appointed by the Client or Client’s Representative to provide food ordering and delivery services from the Market from time to time. “Delivery Products” means food, drink and other ancillary products ordered via the Delivery Company’s app and/or phone if applicable.

2	Should the Service Provider wish to participate in the Delivery Scheme, the Service Provider shall notify the Client in writing on or before the date of this Agreement of its intention to participate and shall at all times act in good faith to cooperate with the Client and the Delivery Company. If at any point during the Term the Service Provider decides that it no longer wishes to participate in the Delivery Scheme, the Service Provider shall provide the Client with no less than fourteen (14) days prior written notice of its intention to withdraw.
3	If the Service Provider wishes to participate in the Delivery Scheme, the Service Provider shall download the Delivery Company’s app for processing orders and receiving communications from the Delivery Company.
4	The Service Provider shall adhere to the guidance for participation in the Delivery Scheme as contained in the Service Provider Operations Guide.
5	Once the Service Provider has prepared the Delivery Products, those Delivery Products processed for customer-collection shall be collected by the customer at the Unit, and the Service Provider shall take those Delivery Products processed for delivery to a designated drop off/pick up point within the Market (the “Delivery Pick Up Point”), as notified by the Client from time to time, where they will be collected by the delivery drivers.
6	The Delivery Pick Up Point will not be staffed and will not have heated or cooled holding areas.
7	The delivery drivers will not be permitted to pick up any Delivery Products directly from the Unit and will only be permitted by the Client to collect Delivery Products from the Delivery Pick Up Point. The delivery drivers will be permitted by Client to access the Delivery Pick Up Point via specific entry and exit points within the Market as designated by the Client at the Client’s sole discretion.
8	The Service Provider shall bring the Delivery Products to the Delivery Pick Up Point in a sealed bag or container with an attached receipt that is clearly visible to the delivery driver to enable the driver to correctly identify the order.
9	The Service Provider shall be solely responsible for coordinating the timing of bringing the Delivery Products to the Delivery Pick Up Point at the same time as the arrival of the delivery driver, based on notification of the delivery driver’s scheduled arrival time as notified by the Delivery Company to the Service Provider via the delivery app.
10	The Delivery Company shall at its sole discretion be responsible for the costs of any customer reimbursements that are required in connection with any delivery related issues (e.g., food spillage, late deliveries, issues with food temperature upon delivery due to delivery driver related delays etc).
11	The Service Provider will be responsible for all costs in connection with any issues relating to the Delivery Products (e.g., missing items, quality of product, items that are delivered to the Delivery Pick Up Point at the wrong time etc). Such costs will be deducted at the Delivery Company’s sole discretion before the Client’s Recharges are deducted and the Service Charge is paid. The Client recommends that the Service Provider only offers for sale Delivery Products that can maintain their quality from preparation through to delivery with the end user.
12	The Service Provider is responsible for the costs of all Packaging of Delivery Products.				Packaging is defined in Module 2 Clause 8.3 (Compliance with laws and policies).

13	Upon request, the Client will provide the Service Provider with a statement of all Delivery Product sales, including details of any customer refunds that have been applied.
14	The Service Provider and the Client are required to comply with the Delivery Company’s complaints and refunds policy and all other terms and conditions stipulated by the Delivery Company (available on request).
15	Should the Service Provider wish to accept and prepare orders of the Delivery Products from the Unit, the Service Provider agrees to comply with the “core responsibilities”, set out below, and as stipulated by the Delivery Company. Service Provider will, in a timely manner:
	(a)	Provide the Delivery Company with the Service Provider’s in-store or take-out menu, including the price of each item on such menu;
	(b)	Monitor the Service Provider’s menu and store information on the Delivery Company’s app, and promptly notify the Delivery Company and Client of any required updates to reflect the most up-to-date products, pricing and other information in writing;
	(c)	Accept all orders that are placed by via the Delivery Company (and if required the Service Provider shall manually input orders received via the Caviar app on a tablet (to be provided by Client) into the POS systems before preparing the associated Delivery Products);
	(d)	Confirm all orders received from the Delivery Company via the app;
	(e)	Prepare each order’s Delivery Products processed for delivery, for pickup by a delivery driver at the designated time at the Delivery Pick Up Point;
	(f)	Process the orders for Delivery Products in the order in which they are received;
	(g)	Notify the Delivery Company and Client of any changes to the pricing, availability, description, or other characteristics of the Delivery Products that are required;
	(h)	Provide the same utensils, napkins, bags and other materials that the Service Provider would typically provide in a standard take-out or delivery order; and
	(i)	On an ongoing basis, review and confirm the transactions, fees and charges on orders via the delivery app, and promptly communicate to the Delivery Company and Client any inaccuracies.
16	The Client reserves the right to modify or adapt the obligations contained in this Module 8 at its discretion during the Term on first giving written notice to the Service Provider.








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