Kitchen/Seller Agreement

# Kitchen/Seller Agreement **Version 1.0-pilot · controlled pilot** This agreement is between Digital Kitchen Marketplace and the Kitchen that accepts it. It has been written and approved by the founder for a small invitation-only pilot. It has not been reviewed by a lawyer and does not claim to have been, and it makes no claim of legal compliance, government approval or professional certification. Accepting it is a deliberate act: you tick a box and press a button, having been shown the full text. Your acceptance is recorded against the exact version you accepted, and that record is permanent. --- ## 1. What each of us is **You are the seller.** You prepare and sell the food. Your contract for the food is with your customer. You set your prices, decide what you offer, and are responsible for what you make. **We are the marketplace and the software.** We run the place where customers find you, order from you and talk to you. We do not prepare, manufacture, own, store or handle your food, and we are not the seller of it. Nothing here makes either of us the other's employee, partner or agent. ## 2. Getting onto the marketplace Before you can trade, a person at Digital Kitchen reviews your account. Approval is never automatic, and nobody can approve their own account. What we ask for depends on how you operate. A private chef cooking in a client's home and a restaurant with a dining room do not hold the same paperwork, and we do not pretend otherwise. A food handler certificate is required of everyone, because it is the one document about the person cooking rather than the premises. **These are our participation requirements, not a statement of law.** Where our requirements and the requirements of your municipality, province or public-health authority differ, both apply to you independently. We are not telling you what the law requires of your business. You become able to take pilot orders when your business information is complete, your required documents have been reviewed and are in date, you have submitted your onboarding, and you have accepted the current version of this agreement. Losing any of those — a certificate expiring, for instance — means you stop being pilot ready until it is put right. Being pilot ready does not mean customers can order. Ordering is opened across the whole marketplace by us, separately, and remains paused until we open it. ## 3. What you promise us You promise that: - You are legally permitted to sell what you list, where you operate. Requirements differ by operation type, location, food type, public-health region and municipality, and working out which apply to you is your responsibility. - You hold the permissions, licences and registrations your own operation requires, and you will keep them current. - You prepare, handle and store food safely and lawfully. - Your listings are accurate — descriptions, prices, ingredients, and allergen information. - The people who work for you or with you follow the same standards. - You will fulfil the orders you accept, or refund them. - The documents you give us are genuine and current. If any of this stops being true, tell us. ## 4. Money **Commission is 0% during the pilot.** No commission, no service fee, no seller fee, no deduction of any kind. You keep 100% of what your customer pays you. **Your customer pays you directly**, by a method you accept. We do not receive or hold the money. We record settlement status — that a payment was reported, and that a person checked and found it — but we never possess your funds and we never pay them out to you. We may introduce a fee in future. If we do, we will give you **at least 30 days' written notice** before it takes effect, and it will apply only to orders placed after that date. If you do not want to trade on the new terms, you can stop trading before they begin. We are not stating a figure here, because no figure has been decided. **Taxes are yours.** You are responsible for determining which taxes apply to your sales and for registering, collecting, reporting and remitting them where you are required to. We do not provide tax advice, and we do not decide whether you are required to register for anything. ## 5. Orders An order from a customer is a request. You may accept or reject it. Once you accept, you have committed to preparing and fulfilling that order. If you cannot, cancel promptly and tell the customer — and if they had already paid you, refund them in full. Customers can cancel themselves up until you accept. After that, cancellation is something you and the customer agree, or that we help settle. ## 6. Refunds The Refund and Cancellation Policy sets the minimum framework for every order. You may be more generous. You may not be less generous. **You issue refunds**, because you received the money. We record the request, your response, the agreed outcome, and that you reported the refund issued. Full refunds are owed where a customer cancelled before you accepted, where you rejected, cancelled or could not fulfil, and where the food never arrived. Repeatedly failing to fulfil accepted orders, or failing to return money you owe, is grounds for restriction, suspension or removal from the marketplace. ## 7. Food safety and allergens The Food Safety and Allergens Policy forms part of this agreement. You are responsible for lawful operation, preparation, handling, storage, ingredient accuracy, meeting the food-safety requirements that apply to you, the allergen information you provide, the conduct of your staff and contractors, and fulfilment. **Our review of your documents is document review only.** We do not inspect your kitchen, observe your preparation, supervise, sample or test. Nothing we do certifies you, and you must not describe our review as certification, approval or inspection. **Allergy Lock** is a communication feature. When a customer discloses an allergy and asks for strict cross-contact avoidance, you review the request and either accept or decline it, based on whether you can reasonably accommodate it. It is not a guarantee of allergen-free preparation, and it is not a substitute for asking the customer more when you need to know more. **Declining an order you cannot safely make is the right decision**, and we do not count it against you as poor performance. A Kitchen that accepts an allergy request it cannot meet is the failure we are trying to avoid. You are responsible for reports arising from your own operation to a public-health authority, since you are the operator they regulate and the only one who knows your premises. We will cooperate with a lawful request, and we may report where we reasonably believe we are required to or where there is a serious risk to health. ## 8. Insurance Insurance is **not** a universal requirement of this pilot. If you give us insurance documentation and we review it, your Kitchen may display an **Insurance Reviewed** badge showing the date of the review. The badge says a document was reviewed on a date; it does not say the cover is adequate, current beyond that date, or suitable for anything in particular. Not having the badge does not mean we think you do not need insurance. Deciding what cover your business needs is your responsibility. ## 9. What we can do These are things we can already do, and by accepting this agreement you agree that we may: - **Approve or refuse** your account after review. - **Pause** your Kitchen, with a reason, stopping new orders while leaving existing ones untouched. - **Cap** how many orders you may take in a day, and the hours you can be ordered from. - **Suspend or remove** your Kitchen. - **Delist** a listing that breaks these rules or is inaccurate. - **Withhold release of funds** while an active food-safety hold exists — noting that during this pilot we hold no funds, so this bites only if that changes. - **Open a recall** against a batch, trace it to the orders affected, and keep it open while notifications remain pending or failed. Grounds include fraud, serious safety concerns, harassment or threats, misleading listings, repeated fulfilment failures, review manipulation, unlawful activity, and serious or repeated breach of this agreement. Where it is reasonable and safe, we will explain and give notice. We do not promise notice beforehand in every case, because a serious safety risk or apparent fraud sometimes has to be acted on immediately. You can always ask us to look at a decision again. ## 10. Customer data you see You see the orders placed with you, and for each order only the immutable snapshot attached to it. You never see a customer's live household dietary profile, and never an order placed with another Kitchen. **What you may use it for:** fulfilling that order, handling support and safety matters about it, and meeting your own legal and tax obligations. **What you may not use it for:** marketing of any kind, adding customers to a mailing list, contacting them about anything else, selling it, or sharing it with anyone who does not need it to fulfil the order. Allergy and dietary information is restricted further: use it to prepare that order safely, and for nothing else. You are responsible for the customer data you hold, including keeping it secure and not keeping it longer than you need it. Our software cannot enforce this — the data is on your screen — which is exactly why it is written down here. ## 11. Ending this **You may leave at any time**, by telling us in writing. Orders you have already accepted still have to be fulfilled or refunded. **We may end this on 30 days' written notice** for any reason, or immediately for a serious breach, a safety concern, or unlawful activity. Either way, accepted orders are not cancelled by the ending: you fulfil them or you refund them. Records survive, including your acceptance of this agreement and any incident, recall or dispute records. ## 12. Changes to this agreement We may publish a new version. Published versions are never edited or deleted. When a new version is marked as requiring re-acceptance, you must accept it before your Kitchen is pilot ready again. Your earlier acceptances stay on the record — they are a true account of what you agreed to and when. A new version that does not require re-acceptance, such as a clarification, does not interrupt you. Changes apply from publication onward, not to orders already placed. ## 13. Responsibility You are responsible for your food, your service, and your conduct. We are responsible for the marketplace and the software, subject to this agreement and applicable law. **Nothing in this agreement limits or excludes any right or liability that cannot lawfully be limited or excluded.** Subject to that, and to the extent the law allows, neither of us is liable to the other for loss that was not reasonably foreseeable, and our liability to you in connection with any order does not exceed the value of that order. Since we take no commission during the pilot, we are not stating a larger cap based on fees we do not charge. If a customer or an authority brings a claim against us that arises from your food, your service, your conduct, or your failure to hold the permissions your operation requires, you are responsible for it, to the extent it was caused by you. This does not apply to a claim caused by our own failure. ## 14. Law Governed by the law of Ontario, and the courts of Ontario have jurisdiction. This does not deprive you of the protection of any mandatory law of the province or territory where you operate. ## 15. Contact Digital Kitchen Marketplace is the marketplace operated by Digital Kitchen Marketplace. 400 Mississauga Valley Blvd, Mississauga, Ontario, L5A 3N6, Canada Telephone: +1 416-358-2594 - General and order support: support@digitalkitchenmarketplace.com - Policy and contract questions: legal@digitalkitchenmarketplace.com - Privacy and data requests: privacy@digitalkitchenmarketplace.com --- ## What this agreement deliberately does not claim - That a lawyer wrote or reviewed it - That we certify, approve or inspect your Kitchen - That our review satisfies any legal requirement that applies to you - That we hold, move or can reverse the money your customers pay you - That Allergy Lock guarantees anything about allergens - Any commission figure, present or future