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Partner agreement

1. These terms

1.1 This Agreement together with the General Terms and Conditions applies to all services ("Services") provided or arranged by us, Grossr ("us", "we" or "Grossr") to or for you, the chef or owner of one or more recipes and recipient of the Services ("you" or the "Partner") (“Agreement”) when using the Platform. Unless specified otherwise, the definitions in the General Terms and Conditions have the same meaning in this agreement.

1.2 This Agreement applies only to the provision of Services directly by us to you. This Agreement does not apply to the use by third parties of the recipes itself. The licensing of your recipes is dealt with under the terms of your Food Club Subscription Agreement with such third party Subscribers ("Subscribers").

2. Content ownership and usage rights

2.1 Partners retain ownership of their recipe content and photography. Grossr will not sell partner content or claim ownership.

2.2 By agreeing to list content on the Platform, the partner agrees that Grossr may use the content in any way we see fit for the duration of the Agreement, in accordance with marketing and advertising goals. This may include forms of recipe and food club promotion for the purpose of marketing.

3. Services and listing

3.1 We may advertise your recipes on our Platform and provide information to subscribers and prospective subscribers who may wish to use the recipes.

3.2 You will be required to complete your own recipe uploads and food club listing for the Platform. In your listing you agree to provide all relevant information about the food club and recipes including:

3.2.1 the ingredient list for each recipe;

3.2.2 the steps required to prepare each recipe;

3.2.3 clear and appealing photographs of each prepared recipe;

3.2.4 how many recipes you will provide each week, if you are producing meal plans;

3.2.5 details for your food club including a chef photograph or logo, a food club name, and a food club description.

3.3 You are also required to provide us separately with information before we will list your food club including your name, email address and telephone number - we need this information to be able to act as your agent.

3.4 You must provide us with any other information relating to your food club, recipes, or meal plan as we may reasonably request at any time and we may also ask you to clarify any information you have provided.

3.5 You are responsible for the accuracy of all information in your listing and recipes. You may be liable to the subscriber if the information you provide is inaccurate, incomplete or misleading in any way.

3.6 We reserve the right to review your food club, recipes, and meal plan at any time and may remove your food club if the meal plan or recipes do not conform to the information you have provided or our standards or we believe you to be in breach of your obligations under clause 11 (Your obligations).

3.7 In addition to advertising the food club, recipes, and meal plan, we will be entitled to send promotional emails to subscribers and provide such information about your food club as we may deem appropriate to promote Grossr or your food club.

3.8 Where promotional offers and incentives (such as subscription vouchers or food club credits) are provided by Grossr for the purpose of growing demand for your food club(s), you agree to providing your food club(s) free of charge for the purpose of honouring these offers and incentives.

4. Appointment as agent

4.1 You appoint us as your agent for the term of this Agreement for the purposes of forming binding agreements between you and the subscriber to whom you grant a subscription to use the food club. You also appoint us to collect all or part of your subscription charges from the subscriber.

4.2 At the time we confirm the subscription to your food club and receive payment from the subscriber (see clause 4 below), a binding agreement will be formed between you and the subscriber. The agreement will be on standard terms.

4.3 You agree not to propose to the subscriber any additional terms or amendments to the Food Club Subscription Agreement after a subscription has been created without our consent. The subscriber is not obliged to accept any further terms once we have accepted a subscription on your behalf.

5. Content provision

5.1 If you make promises in your food club description, in terms of providing a certain number of new recipes each week, you are obligated to honour these promises to your subscribers.

6. Grossr payments

6.1 Our standard policy is to collect the full amount owed by the subscriber for the first term (week or month) of the food club at the time they initiate their subscription, and to collect additional weekly or monthly payments until they end their subscription.

6.2 You authorise us to accept and hold such payments on your behalf.

6.3 Grossr payments are based on net sales. We will accumulate and forward all monies we have received on your behalf, less applicable fees, to your nominated bank account on a monthly basis, and no later than 30 days following the end of the month in which the subscription fees were accrued. Any payment fees are deducted from the amount payable.

6.4 You are responsible for obtaining your own taxation advice and paying all applicable sales taxes, value added taxes, incomes taxes, goods and services taxes and other similar municipal, state and federal indirect taxes or other withholding and personal or corporate incomes taxes ("Taxes") under this Agreement in a timely manner.

6.5 You agree that we may issue you with invoices and receipts in electronic format by email.

6.6 If you are a New Zealand resident you must provide us with the following information before we will pay you: Your GST number (if you are GST registered), your name or business name, and address.

6.7 If you are a New Zealand resident and GST registered you will be issued with an IRD approved Buyer Created Tax invoice from Grossr at the time of each payment to you.

6.8 If you are a New Zealand resident and not GST registered you will be paid the amount collected by Grossr, less GST and less our fee.

6.9 The partner acknowledges that payments to the partner will be subject to deductions for charges and fees in relation to the processing of payments by banks and other merchants such as Stripe.

7. Grossr fees

7.1 We reserve the right to adjust our fees. If we do so we will notify you via email and your continued use of the Platform will be an acceptance of those fee changes.

7.2 Our fees are determined at the time of listing and are as disclosed by us to the Partner at commencement of the listing.

7.3 Our fees exclude any bank charges (typically 3~5% of the transaction value) whether for either the subscriber’s credit or debit card payments and we may deduct these fees before making payment to you, the partner.

7.4 Grossr fees are calculated as a percentage of the net sales and are deducted by Grossr prior to payment being made to the partner.

8. Chargebacks

8.1 From time to time we may collect payment on your behalf from a subscriber which we either have to repay to a subscriber’s credit card provider or which is deducted from a retention we have with our credit card processors (a "Chargeback"). If we are subject to a Chargeback in respect of a subscription of your food club you agree that:

8.1.1 we will not be under any obligation to make payment to you of any amount which is the subject of a Chargeback and any claim you have for non-payment of Food Club Subscription Fees will be against the Subscriber (and we will not be obliged to pursue such claim); and

8.1.2 if we are subject to a Chargeback after we have already made payment to you then you agree that you will repay to us an amount equivalent to the Chargeback (less our fees); and

8.1.3 in the event of a Chargeback in relation to an amount we have already paid to you we reserve the right to deduct an amount equal to the Chargeback from any credit or debit card details you have supplied or from payments received from Subscribers for your food club(s) until we have been reimbursed in full and may use any credit or debit card details you have provided for such purposes.

9. Price adjustments

9.1 By default, Grossr prices all food club subscriptions at $4.50 NZD per week or $16 NZD per month. However, partners can determine their own unique pricing.

10. Cancellation

10.1 You agree to abide by the cancellation policy set out below and in the Food Club Subscription Agreement which may be updated from time to time.

10.2 To withdraw a food club from the Platform you must provide Grossr with at least 30 working days notice to allow us to notify subscribers and deactivate your food club. Users with access to your recipe content may retain that access, however your content will be hidden from any future users.

10.3 Where due notice is not provided, you indemnify Grossr for all costs incurred in order to deactivate the content on the platform and move subscribers to alternative food clubs.

10.4 If a subscriber wishes to end their subscription they may do so through us and our Platform and we will act as your agent in dealing with any cancellation.

11. Recipe content

11.1 You are responsible for all recipe content and photography. If Grossr is managing recipe content on your behalf by (i) entering your recipes into the platform; (ii) selecting which recipes will form the meal plans; or (iii) scheduling your recipe bundles, we may charge an additional administration fee prior to paying out your account. Any administration fee will be agreed upon prior to the commencement of your listing.

11.2 You represent and warrant that you are authorised to allow third parties to use the recipes and photography, and where necessary, you have permission from third party recipe creators to do so.

11.3 You give Grossr authorisation to monitor and review the recipes in order to provide recommendations and ensure compliance with quality standards.

11.4 We will not be liable to you, the subscriber, or any other third party (such as a recipe creator) if you do not have the necessary authority referred to in clause 10.2 and you agree to indemnify and hold harmless Grossr for any loss we may suffer as a result of your breach of the representation and warranty above.

12. Your obligations

12.1 You must ensure that all information about you and your recipes that you provide to us for inclusion on the Platform is true and accurate in all respects and could not in way be construed as misleading to a subscriber.

12.2 You agree that you will not create any false account with Grossr or use your account with Grossr for any immoral or illegal activity or purpose including (without limit) money laundering.

13. Debit or credit card details

13.1 In order to register an account you may be required to provide us with credit or debit card details to enable us to make payments to you. We are also authorised to use these details to deduct any payments you may owe to us or to a subscriber.

14. Complaints and disputes

14.1 You agree that if there is any dispute with a subscriber concerning your food club, you allow us to attempt to resolve it by Grossr directly communicating with the subscriber.

14.2 You authorise us to deal with the dispute or complaint as we see fit and you agree to abide by any decisions we may make in such circumstances which may include requiring you to refund any payments you have received or requesting that a subscriber pays any outstanding amounts in relation to the relevant food club.

14.3 You agree that we may use any funds we are holding on your behalf in order to settle a dispute with a subscriber and that we are authorised to deduct sums from the debit or credit card details you have supplied (up to a maximum of $500 (NZD) per claim or dispute) in order to settle a dispute with a subscriber.

15. Publicity

15.1 We may refer to you, your food club, or your recipes at any time in the future to publicise ourselves or our Platform, in accordance with our Privacy Policy.

16. Termination

16.1 Either party may terminate this Agreement at any time with 5 working days notice if there are no current subscribers to the food club. If there are current subscribers, you must comply with our cancellation policy set out in clause 9 of this Agreement.

16.2 In the event that this Agreement is terminated while any fees or charges whatsoever are outstanding to us then you must pay all outstanding fees or charges to us immediately without set-off or deduction.

16.3 We will be entitled to terminate this Agreement immediately if:

you are in material breach of any of the terms of this Agreement; or

you do anything to put our goodwill or reputation at risk; or

we have any reason to believe that you are not authorised to grant a subscription to use the recipes, photography, or associated brand;

you do not provide sufficient recipes to fulfil the expectations of subscribers set out in a meal plan you operate;

you remove or alter recipes or meal plans currently being used by subscribers;

you refuse to cooperate with us in respect of this Agreement.

16.4 In the event of termination the terms of this Agreement will continue in full force, so far as such terms relate to existing food clubs or subscribers (including terms relating to fees, disclaimers, liability and damage).

16.5 In the event that:

this Agreement is terminated by you without due notice and existing subscriptions cannot proceed under clause 15.1; or

this Agreement is terminated by us under clause 15.3 while there are existing subscribers;

then you will be fully liable to us (under the terms of this Agreement) for all associated costs, charges, damage and liability which we may incur as a result and you agree to indemnify us on a continuing basis in respect of any such cancelled subscriptions.

17. Disclaimers

17.1 If you choose to use the Platform and Services, you do so at your sole risk. You acknowledge and agree that Grossr does not have an obligation to conduct background checks on any subscriber. The Platform and Services are provided "as is", without warranty of any kind, either express or implied. Without limiting the foregoing, Grossr explicitly disclaims any warranties of merchantability, fitness for a particular purpose, quiet enjoyment or non-infringement, and any warranties arising out of course of dealing or usage of trade. Grossr makes no warranty that the Platform or Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Grossr makes no warranty regarding the quality of the Services or the accuracy, timeliness, truthfulness, completeness or reliability of any content obtained through the Website or Services.

17.2 No advice or information, whether oral or written, obtained from Grossr or through the Platform or Services will create any warranty not expressly made herein.

18. Your liability

18.1 You agree to defend, indemnify and hold harmless Grossr, its affiliates, and their respective officers, directors, managers, employees and agents ("Grossr Indemnities") from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's and accountant's fees) arising from: (i) your actions or omissions in relation to the Services, the Platform, the food club, meal plan, or the recipes; (ii) your violation of any term of this Agreement; (iii) your violation of any third-party right, including without limitation any copyright, property, publicity or privacy right; (iv) any claim that any content uploaded by you to the Website caused damage to a third party; (v) your violation of any law; or (vi) your breach of the Subscription Agreement. This defence and indemnification obligation will survive this Agreement and your use of the Platform. You hereby agree to waive the application of any law that may limit the efficacy of the foregoing agreement to defend and indemnify Grossr Indemnities.

19. Limitation of liability

19.1 Grossr will not be liable for any lost profits, loss of data, or costs of procurement of substitute goods or services or for any claim or demand against you by any other party. In no event will Grossr be liable for any consequential, special, indirect, or exemplary damages whatsoever arising out of (i) errors, mistakes, or inaccuracies of the Platform or Services, (ii) personal injury or property damage of any nature whatsoever resulting from your access to and use of the Platform or Services, (iii) any unauthorised access to or use of our secure servers and/or any and all personal, institutional, technical or other information stored therein, (iv) any interruption or cessation of transmission to or from the Platform, (v) any bugs, viruses, Trojan horses, or the like, which may be transmitted to or through the Platform by any third party, or for any loss or damage of any kind incurred as a result of your use of the Platform or Services, however caused and under any theory of liability (including negligence), even if advised of the possibility of such damages. You acknowledge that the amounts payable under this Agreement are based in part on these limitations, and you further agree that these limitations will apply notwithstanding any failure of essential purpose of any limited remedy. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction

19.2 For the avoidance of doubt, the liability excluded under clause 18.1 includes any loss arising from your dealings with any subscriber or arising from the food club and we shall have no liability to you whatsoever for any act or omission of the subscriber in connection with the food club or subscription. We will not be liable to you in the event of a claim by a subscriber against you and, for the avoidance of doubt, we shall not be required to return any money received by us under this Agreement to either you or the subscriber in such circumstances.

19.3 Our liability to you for all losses under this Agreement is capped at the total fees paid by you to us under this Agreement.

19.4 No claim may be brought against us in relation to this Agreement more than 12 months following the date on which your meal was listed on the Platform, to which such claim relates was last promoted on our Platform.

19.5 You agree that the above exclusions of liability are reasonable in all the circumstances, especially in light of the fact that our Services include only the provision of the Platform and Services and responsibility for the food club lies solely with the partner for whom we act only as an agent in a limited capacity.

19.6 Notwithstanding anything to the contrary in this clause 18, the liability excluded under this clause excludes situations where fraud, wilful concealment, theft or gross negligence shall be shown to have taken place on our part and nothing in this agreement limits or excludes our liability for death or personal injury arising as a result of our negligence or the negligence of our employees, agents or self-employed contractors or for fraud or fraudulent misrepresentation.

20. Non-solicitation

20.1 You shall not during the term of this Agreement attempt to solicit or perform services for or induce or attempt to induce, any customer, supplier, employee, licensee or business relation of Grossr or any subscriber or other partner through any communication including written and oral communication made by yourself or a third party to transact outside of the Platform in respect of any subscription of any of the food club(s).

21. Confidentiality

21.1 Each party agrees with the other not to divulge or allow to be divulged any confidential information relating to the other's business or affairs other than to its employees, associates or contractors (if any) who are subject to appropriate non-disclosure undertakings (if required), or where the other party has consented to such disclosure or where required by law to make such disclosure. Either party may upon termination of this Agreement required by notice in writing to the other party the destruction or return of any confidential material in that party's possession or control. The confidentiality obligation set out here shall expire 3 years after the expiry or termination of the Agreement.



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