FULFILMENT PARTNER AGREEMENT

This Fulfilment Partner Agreement (hereinafter referred to as “Agreement”) is entered:

BY AND BETWEEN

QSR BRANDS INDIA PRIVATE LIMITED, a Private limited company incorporated under the Companies Act, 2013, having CIN: U55209MH2019PTC320686 and PAN – AAACQ5911H, having its principal place of business at 1A, Ground floor, Shivshakti Industrial Estate, Opp. Damodar Park, LBS Marg, Ghatkopar  West, Mumbai 400086 (hereinafter called the “QSR”) and which term shall unless excluded by or repugnant to the context mean and include its heirs, successors, administrators etc. acting through its authorized signatory, Mr. Karanraj Jayendrabhai Tanna duly authorized of the FIRST PART.

AND

Mr. / Mrs. / Ms. ____________________________________________ an individual / partnership / corporation / limited liability company / company incorporated under the laws of India
and PAN
having its registered office at

hereinafter called the (“Fulfilment Partner”) and which term shall unless excluded by or repugnant to the context mean and include its heirs, successors, administrators etc.

duly authorized vide board resolution / Authority Letter of the SECOND PART. The details of store location, FSSAI licence owned by Fulfilment Partner, list of brands currently running from the premises of the Fulfilment Partner are specified in Clause 2 of Exhibit B of this Agreement.

WHEREAS QSR is the subsidiary of M/s. Ghost Kitchens Private Limited and is engaged in the business of food delivery brands that sell products and services under the name under various brand names together with any trademarks, trade names, service marks, slogans and logos which may be authorized in writing by QSR from time to time (collectively the “Proprietary Marks”).


WHEREAS Fulfilment Partner has unutilised kitchen capacity and the resources through which the Fulfilment Partner is desirous to cater additional orders of QSR Brands for incremental sale through the Internet restaurant of Ghost Brands with an objective to earn incremental sales and acknowledges that Fulfilment Partner is already bearing the operational or capital overheads including but not limited to rental, manpower and other overheads and will not attribute burden of the same on the revenue generated from the sales of QSR Brands.


NOW, THEREFORE, the parties, in consideration of the undertakings and commitments of each party to the other party set forth herein, hereby agrees as follows:


1. GRANT OF THE LICENSE
1. QSR agrees to grant a non-exclusive license to use the methods, procedures and products developed by QSR to operate an independent business with limited use of the intellectual property rights for the purposes of the sale of products, publicity and marketing under the Brands specified in Exhibit A within the territory of circa 4 km of the outlet location of the Fulfilment Partner.


2. QSR owns and have retains the right to grant license of the brands whether specified in Exhibit A or not to others in the radius of the Fulfilment Partner’s outlet location in such a manner that the Fulfilment Partner’s specified outlet radius of circa 4 km will not be in conflict. However, QSR will have the absolute right and discretion to grant licences to others that compete with Fulfilment Partner’s business.


2. PROPRIETARY MARKS AND RECIPES
Fulfilment Partner agree to use only the Proprietary Marks and Recipes that QSR designates and follow QSR Standards.


3. FULFILMENT PARTNER OBLIGATION
1. Fulfilment Partner understand and acknowledges that Fulfilment Partner already have unutilised kitchen capacity and the resources through which the Fulfilment Partner is capable to cater additional order of Ghost Brands and the sale through the Internet restaurant of Ghost Brands will be an incremental sale for Fulfilment Partner’s current business.


2. Fulfilment Partner agrees and undertakes to issue FSSAI licence (approved licence, not-application) and billing of the orders of Ghost Brands in the name of QSR for the Fulfilment Partner’s location and the cost to obtain the same shall be solely borne by the Fulfilment Partner, pursuant to which QSR will start the on boarding process.


3. Fulfilment Partner undertakes to devote its time, attention, and best efforts to the Ghost Brands internet restaurants pursuant to this Agreement and Fulfilment Partner will keep best levels of acceptance, serviceability (business hours), kitchen preparation time & rider wait time and assure that order acceptance rate will always be above 99% and serviceability (operational timing of internet restaurants) will always be above 95%. If Fulfilment Partner rejects orders regularly or fails to complete the order received or if the listings are switched off from Fulfilment partner’s side for more than 5% then QSR has the authority to terminate the agreement. must be above 95% and order acceptance rate above 99% or in other words rejection under 1%)
4. Fulfilment Partner agrees and understands that for the initial period of circa 180 (one eighty days), in order to gain better visibility and customer acquisition, the Fulfilment Partner will participate in all the discount or campaigns as directed by the QSR. Further, the Fulfilment Partner acknowledges that this may lead to lesser gross margin and food cost will be varying between 45-50% of net sales, however, participation in discounting and campaigning should be considered as marketing or customer acquisition in the initial period. After the initial period of 180 days, the discounts will be reduced and hence the overall cost of goods will come down, assuring better margins for the Fulfilment Partner.


5. Fulfilment Partner understands and acknowledges that if the Fulfilment Partners fails to keep the items available in the menu the Fulfilment Partner will suffer drastic falls in orders received through the Internet restaurant of Ghost Brands not only for a particular day but also in future due to algorithm of aggregators.


6. Fulfilment Partner understands and acknowledges that if the user ratings go below 3.8 for any reason whatsoever, Fulfilment Partner will have drastic fall in the orders received through the Internet restaurant of Ghost Brands not only for a particular day but also in future due to algorithm of aggregators. Further, Fulfilment Partner agrees, acknowledge, and undertakes if the ratings go below 3.6, QSR shall have the right to switch off Fulfilment Partner’s listing.


7. Fulfilment partner understands and acknowledges that only branded packaging material will be used for orders of Ghost Brands. All the necessary accompaniments, cutlery, tissue paper, etc. must be given with the orders as per SOP defined by QSR. Any deviations in packaging and SOP for dispatch of food parcel will be counted as default leading to termination.

4. CONSIDERATION
1. Fulfilment Partner agrees that the sales amount of the orders fulfilled by the Fulfilment Partner will be booked and credited directly in QSR’s account, QSR will deduct it’s share and transfer the Fulfilment Partner’s share in the manner as specified in Clause 3 of Exhibit B in Fulfilment Partner’s Bank account on weekly basis. QSR will use the electronic funds transfer to pay the Sale amount after retaining its revenue share to the Fulfilment Partner’s bank account.


2. Fulfilment Partner agrees and undertakes to use POS prescribed by the QSR. The monthly rental payable for the POS is Rs.2,000/- (Two Thousand). Further, Fulfilment Partner agrees, acknowledge, and undertakes to pay the onboarding charges amounting to Rs. 2,500/- (plus applicable taxes) per internet restaurant charged by Swiggy upfront to QSR.


3. QSR agrees, acknowledge, and undertakes to pay the aggregator’s commission for online food ordering fee and provide continuous training, support, and marketing assistance to Fulfilment Partner in connection with the operation of the Internet based Ghost Brands restaurants and in compliance with QSR Standards.


4. Fulfilment Partner shall be solely responsible, at its sole cost and expense either capital or operational expenses of whatsoever kind, for obtaining and maintaining all necessary or required permits and licenses, complying with each and every law in order to operate the Business and that Fulfilment Partner hereby agrees to indemnify, hold harmless and defend QSR from any and all liabilities based upon Fulfilment Partner’s operations.


5. TERM OF THE AGREEMENT
1. Term: The term of this Agreement shall commence on the Effective Date and, unless otherwise negotiated, terminated or extended as provided herein, shall continue for a period of 24 months. Fulfilment Partner agrees and undertakes to submit in the name of QSR Rs.5,000/- (Rupees Five Thousand only) per Ghost Brand/ Internet Restaurants as deposit fee.


2. Lock-In Period: The Fulfilment Partner hereby agrees to compulsorily adhere to a minimum lock-in period of 12 months, where the Fulfilment Partner shall be hereby forbidden from terminating this Agreement before the end of such lock-in period. However, in case the Fulfilment partner chooses to terminate the Agreement, the deposit money as mentioned in clause 5.1 above shall not be refunded.


6. TRANSFERS
No Party hereto shall be entitled to assign or otherwise transfer this agreement or any interest herein.


7. MISCELLANEOUS
1. Indemnity: Fulfilment Partner hereby agrees to indemnify, hold harmless and defend QSR from any and all liabilities based upon Fulfilment Partner’s operations.


2. Confidentiality: Confidential Information will remain the exclusive property of the QSR and will only be used by the Fulfilment Partner for the permitted purpose of exercising the business as set out in this Agreement.


3. Governing Law and Jurisdiction: This Agreement shall be governed by, and construed, and enforced according to the laws of India. The Parties hereby agree that the exclusive jurisdiction and venue for any legal proceedings regarding this Agreement shall be in the Hon’ble Competent Courts of Mumbai.

4. Dispute Resolution: In the event of any dispute or difference between the parties, then the parties shall amicably and in good faith settle such disputes.


5. Notices: Any notice, request or other communication required to be given under this Agreement must be in writing and be served personally or mailed to the other party by registered post, addressed to the parties at their respective registered addresses.


IN WITNESS WHEREOF, the Parties hereof have caused this Agreement to be executed by their duly authorized officers as of the date first above written.

EXHIBIT – A

Fulfilment Partner Agreement

 

  • List of Brands granted to the Fulfilment Partner

 

EXHIBIT – B
Fulfilment Partner Agreement


1. CONSIDERATION

Ghost Brand/ Internet Restaurants as Onboarding fee.
  • FSSAI LICENSE DETAILS
  1. FSSAI License Reg. No. –
  2. Store Location – 
  3. List of Brands currently running from the premises of the Fulfilment Partner

 

  • REVENUE SHARE 

 

  1. Fulfilment Partner’s share*: 65% of the net sales.

 

  1. QSR’s share: 35% of the net sales. This includes payment to aggregator’s commission, continuous training, support, and marketing assistance to Fulfilment Partner.

 

  1. For avoidance of any confusion, 
  1. “Net sales” shall include revenue from the sale of services and products and other income of every kind and nature related to the Ghost Brands, including sale of any promotional or premium items, but shall not include –
  1. the amount of refunds made to customers,
  2. any void or cancelled orders,
  3. any amounts from coupon or discount programs for which QSR is not reimbursed, 
  4. any amount deducted by the aggregator against the complaints of customers for the quality of food or any such reasons and the same shall be adjusted against fulfilment partner’s revenue in the subsequent pay out, and
  5. any taxes levied by any statutory or government authorities.

 

  1. “Taxes” shall include GST, TDS, TCS and any other taxes and levy by central and state government which are in force as on the date of this Agreement or as may apply anytime in future.

 

  1. *Fulfilment Partner shall raise invoice on QSR for its revenue share which shall be inclusive of taxes.
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