Partner Agreement

“Brocoly” means Brocoly Foods Pvt. Ltd., having its registered office at Bengaluru, Karnataka, India. “Partner” means the commercial food entity, cloud kitchen operator, or home kitchen identified in the onboarding form. Acceptance occurs upon digital agreement submission, onboarding approval, or first access to the Partner Portal. Partner is an independent entity—nothing creates a legal partnership, franchise, employment, fiduciary, or joint venture relationship.

Brocoly provides platform technology enabling Partner to offer and manage its meal passes and daily items through the Brocoly customer application. Partner retains operational control over food sourcing, preparation, kitchen staff, hygiene, and handover packaging.

Brocoly grants Partner a non-exclusive, revocable, non-transferable license to access the Partner Portal during the Term. Brocoly retains all ownership rights in its software, algorithms, interfaces, and trademarks. Partner will not copy, decompile, reverse-engineer, or scrape Brocoly proprietary data.

Partner must maintain up-to-date business registrations, tax information, accurate allergen labels, verified ingredient lists, and operational capacity. The kitchen must adhere to the 9:30 AM daily order lock cadence and fulfill lunch preparation promptly for courier dispatch.

Partner is solely responsible for preparation hygiene, temperature control, storage, and food quality. Partner warrants strict compliance with FSSAI regulations and agrees to random hygiene audits conducted by Brocoly or accredited third-party inspectors.

Customer subscriptions and billing interactions are managed directly through the Brocoly platform. Partner will not solicit subscribers to circumvent the platform or divert subscription payments outside Brocoly's checkout rails.

Platform commission tiers, SaaS software access fees, and payment gateway deductions are specified in the Commercial Onboarding Schedule. All commercial payouts are processed with applicable Tax Collection at Source (TCS) deductions under Section 52 of the CGST Act.

Settlements for completed meal dispatches occur on a rolling cycle directly to Partner's verified bank account via automated IMPS/NEFT/RTGS rails.

Partner bears financial responsibility for customer refunds directly arising from kitchen preparation failures, wrong meal items, severe delivery delays attributable to late handover, or verified food safety complaints.

Both parties agree to uphold strict digital privacy standards under the Digital Personal Data Protection (DPDP) Act, 2023. Customer contact details provided in dispatch slips must be used exclusively for order fulfillment and never exported or harvested for independent marketing.

Partner grants Brocoly a non-exclusive license to display Partner brand names, logos, dish photographs, and chef bios on Brocoly marketing channels, apps, and press releases during the partnership.

Commercial commission terms, subscriber density maps, proprietary routing logic, and portal source code remain strictly confidential and will not be disclosed to third parties without prior written consent.

Partner warrants that it possesses all requisite commercial licenses, FSSAI permits, kitchen equipment, and sanitary protocols necessary to fulfill daily meal preparations safely and legally in India.

Partner agrees to indemnify and hold harmless Brocoly, its directors, and employees against third-party claims, regulatory penalties, or customer damages arising from contaminated food, allergen mislabeling, or gross operational negligence.

To the maximum extent permitted under Indian law, Brocoly's total liability under this Agreement is capped at the aggregate platform commission fees retained by Brocoly from Partner in the preceding three (3) calendar months.

Brocoly reserves the right to immediately suspend kitchen listings or order routing in the event of severe hygiene violations, customer illness reports, expired FSSAI licenses, or fraudulent financial activity.

This Agreement begins upon onboarding approval and renews annually unless terminated by either party with thirty (30) days advance written notice.

Upon termination, active subscriber passes will be gracefully transitioned or refunded pro-rata, outstanding verified settlements will be disbursed within 14 business days, and portal credentials will be revoked.

Partner agrees not to solicit active Brocoly meal pass subscribers for private off-platform subscriptions during their active subscription pass period.

This Agreement is governed by the laws of India. Any unresolved commercial dispute shall be referred to binding arbitration seated in Bengaluru under the Arbitration and Conciliation Act, 1996.