Restaurant Partner Agreement

1.1 “Platform” / “Marketplace” means the Tarifoo website, apps and ordering technology through which customers place orders and Tarifoo lists participating restaurants.

1.2 “Order” means an order for the Partner’s food and drink placed by a customer through the Platform.

1.3 “Order Value” (food subtotal) means the price of the food and drink charged to the customer in an Order, excluding any delivery fee and excluding IVA on the Commission.

1.4 “Commission” means the percentage of Order Value payable by the Partner to Tarifoo, as stated in Annex A, plus IVA.

1.5 “Mollie” means Tarifoo’s third-party payment provider, operating a marketplace/Connect arrangement that processes customer payments and routes funds.

1.6 “Launch Date” means the date the Partner goes live on the Platform, as stated in Annex A.

1.7 “Founding Partner” means a Partner identified as a Founding Partner in Annex A (one of the first restaurants to launch with Tarifoo on founding terms).

2.1 Tarifoo operates an online marketplace that lists participating restaurants, displays their menus, takes customer Orders, processes payment, and arranges delivery, including to unconventional locations such as beaches, campervans, countryside casas and holiday lets using a location pin shared by the customer. Tarifoo is a technology and logistics intermediary; the Partner is the seller of the food and the party legally responsible for the food it prepares.

2.2 Each food sale is a contract for the supply of food formed between the Partner and the customer. Tarifoo facilitates that contract, collects payment on the Partner’s behalf under the limited collection mandate in clause 6, and arranges delivery, but is not itself the seller of the food.

2.3 Delivery in the current service model is performed by drivers engaged by Tarifoo, operating within a defined delivery zone covering Tarifa and nearby areas. The Partner is responsible for preparing each Order and having it ready for collection by the assigned driver; the Partner is not responsible for the delivery leg unless separately agreed in writing.

2.4 Tarifoo does not guarantee any minimum volume of Orders, revenue, ranking, or visibility on the Platform.

3.1 Listing on the customer-facing Marketplace requires Tarifoo’s approval. Registration creates a restaurant account but does not by itself make the Partner visible to customers or able to take Orders. Tarifoo operates a two-stage gate: an initial approval that unlocks payment onboarding, and a final go-live approval that publishes the Partner on the customer site.

3.2 Before going live, the Partner must complete its profile (business and contact details, address, logo and banner imagery where applicable), publish at least one accurate menu, configure operating hours, and complete payment onboarding via Mollie as described in clause 6.

3.3 Tarifoo may decline, defer, or revoke approval at its discretion, including where the Partner does not meet quality, food-safety, licensing, or documentation requirements, and may request evidence of licences, food-business registration, and tax registration before or during the partnership.

4.1 Menu accuracy. Keep your menu, item descriptions, photos, options, prices and availability accurate and current. Items that are unavailable must be marked as such or removed promptly.

4.2 Pricing. You set your own menu prices. Prices shown to customers must be inclusive of IVA at the applicable Spanish rate (currently 10% on prepared food). Prices on Tarifoo must not be higher than the prices you charge for equivalent items through your own counter or other channels, unless otherwise agreed.

4.3 Food safety, hygiene and allergens. You are solely responsible for the safety, quality, hygiene and lawful preparation of all food you supply. You must hold all licences and registrations required under Spanish and EU law and provide accurate allergen information in line with Regulation (EU) No 1169/2011 (Food Information to Consumers), responding accurately to allergen queries passed to you.

4.4 Availability and operating hours. Keep your configured operating hours accurate so customers only order when you are genuinely open and able to fulfil. If you cannot operate as listed, update your availability or pause your listing promptly.

4.5 Order acceptance and fulfilment. When you accept an Order, you commit to preparing it accurately and on time and having it ready for the assigned driver. You should decline only for genuine operational reasons (for example, an out-of-stock item or capacity limits). Repeated late, incorrect, or unjustifiably rejected Orders may affect your standing or approval.

4.6 Branding. Display Tarifoo materials (such as window stickers) as agreed, use Tarifoo packaging or stickers where supplied, and use the Tarifoo name and logo only as permitted and in connection with the Platform.

4.7 Compliance and conduct. Comply with all laws applicable to your business (food, consumer-protection, labelling, tax, and data-protection law) and do not use the Platform for unlawful, misleading, or harmful purposes.

5.1 In consideration for access to the Marketplace, payment processing, customer acquisition and delivery logistics, the Partner pays Tarifoo the Commission stated in Annex A on the Order Value, plus IVA at the applicable rate (currently 21%) on that Commission.

5.2 Commission is calculated on the Order Value — the food subtotal charged to the customer — and not on the delivery fee. Tarifoo does not otherwise reduce or adjust your commission base, except where you take part in a promotional campaign under clause 5.6. The rate applicable to your account is the rate stated in Annex A and shown in your Restaurant dashboard.

5.3 The delivery fee charged to the customer is set by Tarifoo and is not part of your revenue. Tarifoo accounts for IVA on the delivery fee.

5.4 Food pricing and IVA. Each Order is a sale of food by the Partner to the customer (clause 2.2). The Partner sets its prices and is responsible for charging the correct rate of IVA on its food. IVA on the food is included in the price shown to and paid by the customer and is passed through transparently. Tarifoo issues a receipt to the customer on the Partner’s behalf recording the Order; the accuracy of the food pricing and the IVA rates applied remains the Partner’s responsibility.

5.5 Customer IVA invoices. Where a customer requests a full IVA invoice (factura) for the food, issuing it is the Partner’s responsibility. Tarifoo will assist by providing the relevant Order details on request.

5.6 Promotional campaigns. Tarifoo will not apply discounts that change your commission unless you choose to take part in a specific campaign. Where you opt in to a campaign, the discount, who funds it, and how it affects the commission base for that campaign are governed by the terms agreed for that campaign.

6.1 Payment processing and payouts are handled through Mollie under a marketplace/Connect arrangement. To receive payouts you must connect a Mollie account to your Restaurant and complete Mollie’s onboarding and identity/KYC checks. Tarifoo cannot route payments to you until Mollie confirms your account is cleared to receive them.

6.2 For card Orders, when a customer pays, Mollie automatically splits the payment: the Partner receives its share — the Order Value less Commission and IVA on Commission — directly into its connected Mollie account, and Tarifoo receives only its Commission plus IVA. Tarifoo does not at any point receive or hold funds belonging to the Partner. In doing so Tarifoo (and Mollie) act under a limited collection mandate to receive customer payment on the Partner’s behalf; the customer’s payment obligation for the food is discharged once paid.

6.3 Cash-on-delivery Orders (where offered) are collected by the driver at the door; settlement and reconciliation of cash Orders, including Tarifoo’s Commission and IVA on them, are handled separately according to Tarifoo’s then-current process.

6.4 For each calendar month, and no later than the 15th day of the following month, Tarifoo will issue the Partner a complete IVA invoice (factura) meeting Spanish invoicing requirements, showing the total Commission for the month and the IVA charged on it as separate amounts and quoting Tarifoo’s CIF. This invoice is the Partner’s supporting document to deduct (and, where applicable, reclaim) that IVA as input IVA through its periodic IVA returns to the AEAT, to the extent the Partner is entitled to do so. As Commission and IVA are settled automatically through the split described above, each monthly invoice records amounts already collected.

6.5 You are responsible for the accuracy of the bank, tax and business details provided to Mollie and for any consequences of incomplete or failed onboarding. Payout timing, holds and reserves are subject to Mollie’s terms and applicable law; Tarifoo is not liable for delays, holds or failures caused by Mollie or by your incomplete onboarding.

6.6 You authorise Tarifoo to deduct, set off, or recover from amounts owed to you any Commission, refunds, chargebacks, or adjustments properly attributable to your Orders.

7.1 Customer refunds and cancellations are handled in line with Tarifoo’s policies and applicable consumer-protection law. Where a refund or chargeback arises from your acts or omissions (for example, food not supplied, incorrect, or unsafe), the corresponding amount may be deducted from your payouts or otherwise recovered from you.

7.2 You agree to cooperate promptly with Tarifoo in resolving customer complaints, refund requests, and chargeback disputes, including by providing relevant Order and preparation information.

8.1 The Commission rate that applies to the Partner is stated in Annex A and shown in the Restaurant dashboard (currently 15%).

8.2 Founding Partners. Where Annex A identifies the Partner as a Founding Partner, the Commission rate is fixed for 12 months from the Launch Date (the “Fixed Period”); during the Fixed Period the rate will not change. Towards the end of the Fixed Period, Tarifoo will review and notify the Partner in writing of the rate that will apply for the following period.

8.3 Other Partners. For Partners who are not Founding Partners, Tarifoo may change the Commission rate at any time on no less than 30 days’ written notice. The rate shown in Annex A and in the dashboard at any time is the rate that applies.

8.4 25% cap for first-year partners. For all Partners who launch during Tarifoo’s first year of operation — whether Founding or not — the Commission will not exceed 25% of Order Value (excluding IVA). Partners who join in later periods may be offered different terms.

8.5 Optional additional services. The cap in clause 8.4 applies to Commission only. Tarifoo may from time to time offer optional additional services (for example priority placement, promotional or advertising features, or group / business ordering tools). If the Partner chooses to use them, these may carry separate fees notified in advance; such fees are separate from and additional to the Commission and the cap.

8.6 Where a change increases the Commission, if the Partner does not wish to accept it, it may terminate this Agreement under clause 12 before the increase takes effect.

9.1 You retain ownership of your own trade marks, logos, menu content and food images. You grant Tarifoo a non-exclusive, royalty-free, worldwide licence to use, display, reproduce and adapt that content to list and promote your Restaurant and Orders on the Platform and in Tarifoo’s marketing, for the duration of this Agreement.

9.2 Image enhancement. Tarifoo may edit, retouch, crop, restyle or otherwise enhance the images you supply, including by automated or artificial-intelligence tools, in order to present them consistently on the Platform and in Tarifoo’s marketing. Any such enhancement must not materially misrepresent the food actually supplied. If you consider an enhanced image inaccurate or unsuitable, you may ask Tarifoo to amend or remove it and Tarifoo will do so within a reasonable time.

9.3 You warrant that you own or are licensed to use all content you upload and that it does not infringe any third party’s rights. Tarifoo may remove or decline content that is inaccurate, unlawful or infringing.

9.4 “Tarifoo” and the Tarifoo name, logo and brand assets remain Tarifoo’s property. You may use them only as needed to operate as a Tarifoo partner, and not in any way that implies endorsement beyond the marketplace relationship, without Tarifoo’s prior written consent.

10.1 The parties will comply with Regulation (EU) 2016/679 (GDPR), Spanish Organic Law 3/2018 (LOPDGDD), and other applicable data-protection law.

10.2 Roles. For the operation of the Marketplace, customer accounts, payments and platform analytics, Tarifoo acts as data controller. To fulfil an Order you receive certain customer personal data; in respect of that order-fulfilment data the parties are independent controllers, each responsible for its own lawful processing.

10.3 Customer data and purpose limitation. To fulfil an Order you may receive the customer’s name, delivery address or pin-drop location, contact phone number, and order notes. You must process this data only to fulfil the specific Order and meet related legal obligations, must not use it for your own marketing, profiling, resale, or any unrelated purpose, and must not retain it longer than necessary.

10.4 Security and breaches. You must implement appropriate technical and organisational measures to protect customer personal data and restrict access to staff who need it. You must notify Tarifoo without undue delay on becoming aware of any personal-data breach affecting customer data received through the Platform, and cooperate in its investigation, mitigation, and any notification to the Spanish supervisory authority (AEPD) or affected individuals.

10.5 Rights and transfers. You must assist Tarifoo, so far as relates to data you hold, in responding to data-subject requests, must not disclose customer data to third parties except as strictly necessary to fulfil the Order or as required by law, and must ensure any international transfers comply with the GDPR’s transfer rules.

11.1 You are solely responsible for the food you supply and for any harm, illness, allergic reaction, injury or loss arising from it, and for the accuracy of your menu, pricing and allergen information. Nothing in this Agreement transfers that responsibility to Tarifoo. You will indemnify and hold Tarifoo harmless against claims, losses, fines and reasonable costs arising from your breach of this Agreement or of law, or from the food and content you provide.

11.2 To the extent permitted by law, Tarifoo is not liable for indirect or consequential loss, loss of profit, or loss of goodwill, and Tarifoo’s aggregate liability to you in connection with this Agreement is limited to the total Commission Tarifoo retained from your Orders in the three months preceding the event giving rise to the claim. Nothing in this Agreement limits liability that cannot lawfully be limited.

12.1 This Agreement begins on the Launch Date and continues until terminated. Either party may terminate for convenience on 30 days’ written notice. You may request closure of your account at any time, subject to settling outstanding Orders and amounts.

12.2 Because listing requires Tarifoo’s approval, Tarifoo may decline approval, pause your listing, suspend your account, or terminate this Agreement — with immediate effect where appropriate — including for breach, food-safety or legal concerns, repeated order failures, fraud, or risk to customers or the Platform.

12.3 On termination, your listing is removed, the content licence in clause 9 ends (save for copies retained for legal or record-keeping purposes), and any amounts properly owing remain payable. Provisions that by their nature should survive — including Commission already accrued, data protection, liability, indemnity, assignment and governing law — survive termination.

13.1 Tarifoo may assign or transfer this Agreement, including all rights and obligations, to an affiliate or successor entity (including upon the incorporation of Tarifoo as a separate legal entity), without requiring further consent from the Partner. Tarifoo will notify the Partner in writing of any such transfer, and the terms of this Agreement (including the Commission) will continue unchanged.

13.2 The Partner may not assign or transfer this Agreement without Tarifoo’s prior written consent.

14.1 Each party will keep confidential the non-public information it receives from the other (including commercial terms and customer data) and use it only for the purpose of this Agreement.

15.1 Tarifoo may update this Agreement from time to time and will give reasonable prior notice of material changes through the Restaurant app or by email to your registered contact. Your continued use of the Platform after a change takes effect constitutes acceptance of the updated Agreement. If you do not accept a change, your remedy is to stop using the Platform and close your account before it takes effect.

15.2 This clause does not override the Commission protections in clause 8: a Founding Partner’s rate is fixed during its Fixed Period, and the 25% cap in clause 8.4 continues to apply to all first-year partners, regardless of other changes to this Agreement.

16.1 This Agreement is governed by Spanish law and applicable European Union law. The parties submit to the jurisdiction of the competent courts of Tarifa and Cádiz, Spain, subject to any mandatory rules that provide otherwise. Formal notices to Tarifoo may be addressed to Hamgley S.L. at Calle del Peso, 6, 11380 Tarifa, Cádiz, España.

17.1 This Agreement (these Terms & Conditions together with Annex A) is the entire agreement between the parties and replaces any prior discussions.

17.2 Any variation must be agreed in writing (subject to clause 15). If any provision is found invalid, the rest remains in force. Neither party is liable for delay or failure caused by events beyond its reasonable control.

17.3 This Agreement is provided in English for the Partner’s convenience. A Spanish-language version may be issued; if there is any conflict, the parties will agree which version prevails at signing.