Partner mandate

1.1 This mandate is made on [Effective date] between [thexsys contracting entity, full legal name], commercial registration number [thexsys commercial registration number], of [thexsys registered address] ("thexsys"), and [Counterparty full legal name], commercial registration number [Counterparty commercial registration number], of [Counterparty registered address] ("the Partner").

1.2 In this mandate: "Delivery Platform" means a company that takes food orders from consumers and passes them to restaurants; "Channel" means one restaurant location connected to one Delivery Platform through the thexsys Connect application; "Adapter" means the software that connects thexsys Connect to one Delivery Platform; "Customer" means a business licensed to use the thexsys platform; "Schedule" means a schedule to this mandate.

1.3 Each Schedule forms part of this mandate. Where a Schedule conflicts with a clause, the clause prevails, unless the Schedule states which clause it varies.

1.4 Headings are for reading only and do not affect meaning.

2.1 thexsys grants the Partner the seat described in Schedule 1, being [Seat granted (platform sponsor, delivery partner or adapter maintainer)], for the market described in clause 3. A seat is a dated authority to act for thexsys within the limits this mandate allows, and nothing more.

2.2 The seat authorises the Partner to:

(a) represent thexsys to the Delivery Platform or Platforms named in Schedule 1, where the seat is platform sponsor;

(b) market and sell the thexsys platform, onboard Customers and give them first-line support in the market, where the seat is delivery partner;

(c) maintain the Adapter or Adapters named in Schedule 1, where the seat is adapter maintainer.

2.3 A seat is not property of the Partner. It is non-exclusive unless clause 8 provides otherwise, it is not transferable, and it carries no right of renewal.

2.4 thexsys may grant the same seat to another partner in the same market at any time, save for any exclusivity recorded under clause 8 for a named Delivery Platform.

2.5 The Partner may hold more than one seat. Each seat is granted, paid, suspended and terminated on its own terms.

3.1 This mandate covers the market of [Market the mandate covers] and no other. The Partner shall not represent thexsys, or offer the thexsys platform, outside that market without thexsys's prior written consent.

3.2 Where Schedule 1 names a Delivery Platform, being [Delivery platform named in Schedule 1, where the seat names one], the seat is limited to that Delivery Platform in that market.

3.3 The Partner acquires no right under this mandate in any other country, product, platform or seat, and no right to any automatic extension.

4.1 thexsys is the contracting party on every agreement with a Delivery Platform, without exception. The Partner shall not sign, and shall not represent that it is able to sign, any agreement with a Delivery Platform concerning thexsys, the thexsys platform or a Customer's Channels.

4.2 Where the Partner holds the platform sponsor seat, it is named in a Schedule to the agreement between thexsys and the Delivery Platform as the local implementation and support party. Being named in that Schedule gives the Partner no right against the Delivery Platform, and no right against thexsys other than those in this mandate.

4.3 Replacing the Partner in that Schedule amends the Schedule alone. It is not an amendment to, or a termination of, the agreement with the Delivery Platform, and it does not require the Partner's consent.

4.4 thexsys alone holds every credential, key, signing secret and account used to connect a Delivery Platform. The Partner shall not create or hold any of them in its own name, and shall deliver to thexsys within two business days anything of that kind it receives.

4.5 If a Delivery Platform asks the Partner to sign any document, the Partner shall refer it to thexsys.

5.1 The Partner is an independent contractor. Nothing in this mandate creates a partnership, a joint venture, an employment relationship, or any agency beyond the authority expressly granted in clause 2.

5.2 The Partner shall not bind thexsys, incur any obligation in its name, give any warranty or make any promise about the thexsys platform beyond the published documentation, or settle any claim on its behalf.

5.3 In every dealing the Partner shall make clear that it acts as an authorised partner of thexsys and not as thexsys itself.

5.4 Anything the Partner does outside the authority granted is the Partner's own act, and clause 17 applies to it.

6.1 This mandate begins on [Effective date] and runs for a minimum term of [Minimum term in months (default 24)] months.

6.2 Neither party may terminate under clause 7 during the minimum term. Clause 19 (suspension) and clause 20 (termination for cause) apply throughout, including during the minimum term.

6.3 After the minimum term this mandate continues until terminated, and is reviewed each year against the partner scorecard thexsys publishes. Renewal is a decision taken by thexsys, not an automatic event.

6.4 The minimum term exists so that the Partner can invest in the market. thexsys shall not use clause 19 for the purpose of avoiding it.

7.1 After the minimum term either party may terminate this mandate on [Notice period for no-fault termination in days (default 90)] days' written notice, without giving a reason.

7.2 A notice under this clause does not affect the Partner's entitlement to amounts that accrue during the notice period, which are paid in the ordinary way under clauses 10 and 12.

7.3 Clause 21 (step-in) and clause 22 (exit and transition) apply on termination however it arises.

8.1 This mandate is non-exclusive. thexsys may appoint other partners for the same market and the same seat, and may act in the market itself.

8.2 Exclusivity is granted only where Schedule 1 names one Delivery Platform, one country and an expiry date, and records the written commitment the Partner gives in return.

8.3 Any exclusivity ends on the date stated in Schedule 1, without notice from either party, and does not renew.

8.4 Exclusivity never extends to any platform, country, product or seat other than the one named.

9.1 thexsys publishes a list price per region with a floor and a ceiling (the "price band"). The band applicable to this mandate is the one identified in [The published price band that applies], as published from time to time.

9.2 The Partner shall price Customers inside the band. A price above the ceiling requires thexsys's written approval before it is offered. A price below the floor is not permitted.

9.3 thexsys may change the band on 30 days' notice. A change does not affect a Customer contract already signed, for its then current term.

9.4 The band applies to the price of the thexsys platform. It does not fix what the Partner charges for its own implementation, training or support services.

10.1 The Partner is paid on the basis of the seat it holds:

(a) platform sponsor: an amount per active Channel on the named Delivery Platform in the market, at the rate in Schedule 1;

(b) delivery partner: the setup fee in full for each Customer location it onboards, and a reseller margin of [Reseller margin, where the delivery partner seat is held] on the licence fees for that location;

(c) adapter maintainer: the royalty under clause 12.

10.2 Amounts are calculated monthly in arrears and appear on the Partner's statement. Payment follows the payout terms of the thexsys partner programme.

10.3 A Channel counts as active for a month if it processed at least one order in that month. thexsys's records are the basis of the calculation. The Partner may query a statement within 30 days of its date, and thexsys shall provide the counts it used.

10.4 All amounts are exclusive of tax. Each party bears its own taxes. Where a party is required by law to withhold from a payment, it shall pay the amount withheld to the authority and give the other party the certificate of deduction.

10.5 No amount accrues for any month, or part of a month, during which the seat is suspended under clause 19.

11.1 The Partner assigns to thexsys, absolutely and for the full period of protection, all intellectual property rights in every Adapter it writes, maintains or modifies under this mandate, including the source code, configuration, menu and item mappings, test material and documentation. The assignment takes effect on each right as it comes into existence.

11.2 The Partner maintains the Adapter. It does not own it. The royalty under clause 12 is consideration for maintenance and is not a licence fee.

11.3 The Partner shall deliver the source code, and everything needed to build, deploy and operate the Adapter, to the repository thexsys names, and shall keep it current.

11.4 The Partner warrants that each Adapter is its own work or is properly licensed to it with the right to assign, that it contains no material the Partner is not entitled to assign, and that it contains no code whose licence would impose an obligation on thexsys to publish its own source code.

11.5 The Partner shall, at thexsys's cost, sign any further document and do anything else reasonably needed to record or perfect the assignment in any country.

11.6 So far as the law allows, the Partner waives, and shall procure that its personnel waive, any moral or similar right in an Adapter.

11.7 thexsys grants the Partner a non-exclusive, non-transferable, revocable licence to use each Adapter solely to perform this mandate. The licence ends when the seat ends.

12.1 Where the Partner holds the adapter maintainer seat, thexsys pays a royalty for each active Channel running on the approved Adapter, in any country, for as long as the Adapter is approved and the seat is held.

12.2 The royalty has two legs: a flat amount of [Flat royalty per active channel per month] per active Channel per month, and [Percentage leg of the royalty] of the thexsys Connect revenue attributable to that Customer in that month, divided evenly between the approved Adapters that Customer uses. The second leg pays nothing until thexsys Connect is billed as a separate item.

12.3 Where Schedule 1 sets a cap, accrual for a month stops once [Monthly cap on royalty accrual, where one is set] is reached.

12.4 The royalty is paid for maintenance actually performed. If the Adapter is suspended or retired, or the seat ends, the royalty stops for the months after that date and nothing is owed for any future period.

12.5 thexsys approves one maintainer for an Adapter at a time. Nothing in this clause gives the Partner any right to an Adapter maintained by another party.

13.1 The Partner shall perform this mandate with the skill and care of a competent professional in its field, and shall comply with every law that applies to it.

13.2 The Partner shall not offer, give, request or accept any bribe, kickback or other improper payment or advantage, whether to or from a Delivery Platform, a Customer, a public official or anyone else, and whether directly or through another person. A breach of this sub-clause is a material breach for the purposes of clause 20.

13.3 The Partner shall make no statement about thexsys, the thexsys platform, its prices or a Delivery Platform that is untrue or misleading, and shall not disparage thexsys or a Delivery Platform.

13.4 The Partner shall use thexsys's name, marks and materials only in the form thexsys approves and only to perform this mandate, and shall stop using them on termination.

13.5 The Partner shall tell thexsys within five business days of anything likely to damage the relationship with a Delivery Platform, a Customer or an authority, including any investigation, complaint or claim.

13.6 The Partner shall keep records of its activity under this mandate for three years and shall make them available to thexsys on reasonable notice, excluding anything the Partner is prohibited by law from disclosing.

14.1 Every communication between the Partner and a Delivery Platform concerning thexsys, this mandate, an Adapter or a Customer's Channels shall be copied to thexsys at the address in Schedule 1, at the time it is sent or within one business day of receipt.

14.2 The Partner shall give thexsys the opportunity to attend any meeting with a Delivery Platform on those subjects, and where thexsys does not attend shall send it a written note of the meeting within three business days.

14.3 A Delivery Platform always has a named contact at thexsys who is not the Partner. The Partner shall not ask a Delivery Platform to route communications through it, and shall not obstruct direct contact between thexsys and the Delivery Platform.

14.4 A failure to comply with this clause is a material breach. Information about a Delivery Platform held by one party alone is the risk this mandate exists to prevent.

15.1 "Confidential Information" means information of any kind disclosed by one party to the other under or in connection with this mandate which is marked as confidential or which a reasonable person would treat as confidential, including prices, price bands, Customer lists, source code, security information and the terms of this mandate.

15.2 The receiving party shall use Confidential Information only to perform this mandate, shall keep it confidential, and shall protect it with at least the care it applies to its own confidential information.

15.3 It may be disclosed only to those personnel, professional advisers and subcontractors who need it for that purpose and who are bound by obligations no less protective. The receiving party remains responsible for their compliance.

15.4 This clause does not apply to information that is or becomes public without breach, was already lawfully held free of any duty of confidence, or is independently developed without use of the other party's Confidential Information.

15.5 Where disclosure is required by law, a court or a regulator, the receiving party shall, so far as it is lawfully able, notify the other party first and disclose only what is required.

15.6 On termination the receiving party shall return or destroy Confidential Information on request, save for one copy kept for legal or audit purposes and copies in routine backups, which remain subject to this clause.

15.7 This clause survives termination for five years, and indefinitely for anything that is a trade secret for so long as it remains one.

16.1 Each party shall comply with the personal data protection law that applies to it in the performance of this mandate.

16.2 Where the Partner handles personal data of a Customer, or of a Customer's own customers, on behalf of thexsys, it does so only on thexsys's documented instructions and subject to the data-processing addendum, which forms part of this mandate.

16.3 The Partner shall not extract personal data from the thexsys platform except so far as needed to perform its seat, shall not use it for any other purpose, and shall not retain it after termination.

16.4 The Partner shall notify thexsys without undue delay, and in any event within 24 hours of becoming aware, of any personal data breach affecting data handled under this mandate, and shall give thexsys the information it needs to meet its own obligations.

16.5 Personal data about the Partner's own personnel given to thexsys is handled under the thexsys privacy notice.

17.1 The Partner shall indemnify thexsys against any loss, damage, liability, cost and expense, including reasonable legal costs, arising out of:

(a) the Partner's acts or omissions under this mandate, or any act outside the authority granted;

(b) any statement, promise or warranty the Partner made that this mandate does not permit;

(c) the Partner's breach of clause 11.4, 13, 14, 15 or 16;

(d) any claim by the Partner's personnel or subcontractor;

(e) any claim by a Delivery Platform, a Customer or an authority caused by the Partner's conduct.

17.2 thexsys shall notify the Partner of a claim without undue delay, shall not admit liability, and shall allow the Partner to conduct the defence with counsel reasonably acceptable to thexsys, with thexsys's reasonable cooperation at the Partner's cost. The Partner shall not settle a claim on terms that impose an obligation or an admission on thexsys without its written consent.

17.3 This clause survives termination.

18.1 Neither party excludes or limits its liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for anything that cannot lawfully be excluded or limited.

18.2 Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill or anticipated saving, however arising.

18.3 Subject to clauses 18.1 and 18.4, each party's total liability arising in any period of twelve months is limited to the total amounts paid or payable to the Partner under this mandate in the twelve months before the event giving rise to the claim.

18.4 Clause 18.3 does not apply to the Partner's obligations under clause 17, to either party's breach of clause 15, or to amounts payable under clauses 10 and 12.

19.1 thexsys may suspend a seat immediately by notice where it reasonably believes that the Partner is in breach of clause 4, 11, 13, 14, 15 or 16, that the Partner is under investigation by a Delivery Platform, a Customer or an authority, that the Partner is or is likely to become insolvent, or that there is a risk to the security of the thexsys platform or of a Customer's data.

19.2 Suspension stops the Partner acting under the seat and stops remuneration accruing for it from the date of suspension.

19.3 Suspension does not stop a Customer trading. Channels continue to run, orders continue to flow and an Adapter continues to operate while a seat is suspended. A restaurant's dinner service is not a lever in a commercial dispute, and neither party shall use it as one.

19.4 thexsys shall state the reason for the suspension. Within 30 days of it thexsys shall either lift the suspension or terminate under clause 20, failing which the suspension ends.

19.5 Suspension is not termination and does not waive any right of either party.

20.1 Either party may terminate this mandate immediately by notice where the other party commits a material breach that is not remedied within 15 days of written notice requiring it to be remedied, or that cannot be remedied; becomes insolvent, enters liquidation or has a receiver appointed; or ceases to carry on business.

20.2 thexsys may terminate immediately by notice where the Partner breaches clause 4, clause 11.1, clause 13.2 or clause 14, or where a Delivery Platform requires the Partner's removal under the platform agreement and no alternative is agreed within 30 days.

20.3 Termination under this clause may be exercised during the minimum term.

20.4 Termination does not affect any right or liability that has already accrued.

21.1 On termination or expiry of this mandate, however arising, thexsys may by notice take over any or all contracts between the Partner and a Customer that concern the thexsys platform, on the same terms and at the same price, with effect from the date stated in the notice.

21.2 The Partner shall do everything needed to give effect to that transfer, including obtaining the Customer's consent where the contract requires it, and shall not discourage a Customer from consenting.

21.3 Within ten business days of termination the Partner shall deliver a complete list of its Customers with contacts, contract terms, prices, renewal dates and open support matters.

21.4 Any amount a Customer has paid the Partner in advance for a period after the transfer shall be paid to thexsys within fifteen business days of the transfer.

21.5 For twelve months after termination the Partner shall not solicit a Customer to move off the thexsys platform. Nothing in this clause prevents the Partner from selling its other services to that Customer.

22.1 For 60 days after termination the Partner shall assist an orderly handover to thexsys or to a partner it names. A handover of records and credentials is at no charge; work beyond that is charged at the Partner's standard rates.

22.2 The Partner shall deliver the Adapter source code and build instructions, mapping tables, any credential that should have been held by thexsys, open support tickets and support history.

22.3 The Partner shall stop describing itself as a thexsys partner, remove thexsys's marks from its materials, and its directory listing is removed.

22.4 Amounts that accrued before termination remain payable in the ordinary payment cycle.

22.5 Clauses 11, 15, 16, 17, 18, 21, 23, 24, 25 and 26 survive termination, together with any other clause that by its nature is intended to.

23.1 A notice under this mandate shall be in writing, in English or Arabic, and sent to the address in Schedule 1, or by email to [Counterparty address for notices] for the Partner and [thexsys address for notices] for thexsys.

23.2 A notice is treated as received: if delivered by hand, on delivery; if sent by courier, two business days after despatch; if sent by email, at the time of sending where that is within business hours in the recipient's country, and otherwise on the next business day.

23.3 A change of address or email takes effect five business days after notice of it.

23.4 A notice under clause 7, 19, 20 or 21 shall also be sent by courier to the address in Schedule 1.

24.1 This mandate and any dispute arising out of it, including a non-contractual dispute, are governed by the laws in force in the State of Qatar.

24.2 The competent courts of the State of Qatar has exclusive jurisdiction over any dispute arising out of this mandate.

24.3 Before starting proceedings each party shall give the other 15 days' notice of the dispute, and the parties' senior representatives shall meet, in person or remotely, to try to resolve it.

24.4 Nothing in this clause prevents either party from applying to any court of competent jurisdiction for urgent interim relief, or for a measure to protect its intellectual property or its Confidential Information.

25.1 This mandate is made in English and in Arabic, laid out clause by clause so that clause n on the left is clause n on the right.

25.2 If the two texts differ, the Arabic text prevails.

25.3 The parties record that they chose the Arabic text to prevail because a court in the State of Qatar will read the Arabic text. A clause giving priority to the English text would create an expectation the parties could not rely on.

25.4 Each party confirms that it has read both texts, or has had them explained to it, and that it understands the obligations it is accepting.

26.1 An amendment to this mandate is valid only if in writing and signed by both parties. A Schedule may be amended as clause 4.3 and the Schedule itself provide.

26.2 The Schedules are: Schedule 1 (the seat, the market, the platform, the rates and the addresses), Schedule 2 (the price band), Schedule 3 (the Adapters), and Schedule 4 (the data-processing addendum).

26.3 The Partner shall not assign or transfer this mandate or any right under it without thexsys's written consent. thexsys may assign it to a company in its group or on a transfer of the business to which it relates.

26.4 The Partner shall not subcontract the performance of a seat without thexsys's written consent, and remains responsible for the acts of any subcontractor as for its own.

26.5 If a provision is held invalid or unenforceable, it is severed and the rest continues in force, and the parties shall agree a replacement that is as close as possible to the original intention.

26.6 A delay in exercising a right is not a waiver of it, and a waiver in one instance is not a waiver in another.

26.7 This mandate and its Schedules are the entire agreement between the parties on their subject, and replace any earlier understanding. Nothing in this clause limits liability for fraud.

26.8 This mandate may be signed in counterparts and by electronic signature. The parties agree that an electronic signature together with its completion record is valid and admissible between them so far as the law allows. Where the law requires a particular form for this document, or for any power of attorney given under it, the parties shall also execute it in that form.

26.9 Neither party is liable for a failure to perform caused by an event beyond its reasonable control, for as long as the event continues; if it continues for more than 60 days, either party may terminate on notice.

26.10 This mandate creates no right for anyone who is not a party, except that a company in the thexsys group may rely on clause 17.

27.1 This mandate is a non-exclusive appointment to provide services. It is not a commercial agency, a distributorship or a franchise, and the parties do not intend it to be registered as one in the State of Qatar.

27.2 The Partner shall not apply to register this mandate, itself, or thexsys's marks, as a commercial agency, an agency, a distributorship or a franchise in the State of Qatar, and shall withdraw any such application at thexsys's request and at its own cost.

27.3 The Partner shall not register any trade mark, trade name or domain name of thexsys, or anything confusingly similar to one, in the State of Qatar or anywhere else, and shall transfer to thexsys at thexsys's cost anything of that kind already registered in its name.

27.4 If a law of the State of Qatar gives the Partner a right to compensation, or to a period of notice longer than clause 7 provides, on termination, the Partner waives it so far as the law allows. If the waiver is ineffective, the parties shall discuss in good faith an amendment that achieves the intention of clauses 6 and 7 lawfully.

27.5 This clause does not change the governing law or the jurisdiction in clause 24.