Sample contract

3.1 The Venue gives the Operator permission to place the Machine at the Site, and to run it there, for the Term.

3.2 This is a licence only. It does not create a lease or a tenancy, and gives the Operator no right to occupy any part of the Premises except the Site.

3.3 The Site must have:

• floor space for a machine of about 1800 mm × 1150 mm, 2400 mm tall, plus the clearance the manufacturer needs for ventilation and service access;
• a level floor strong enough for a machine of about [650] kg;
• a dedicated electrical circuit for the Machine, as described in Schedule 1;
• an internet connection, by [a SIM in the Machine / the Venue's Wi-Fi]; and
• a clear route in for delivery and, at the end, removal.

3.4 The Machine must not block a fire exit, an escape route or a fire safety sign.

3.5 The Machine will be available to customers [24 hours a day / during the Venue's opening hours].

3.6 The Site may only be changed by agreement. If the Venue needs the Machine moved, it will give [30] days' notice, and the parties will agree who pays for the move.

4.1 The parties aim to go live by the target date in Schedule 1. It is a target, not a promise: power, card payment activation and suppliers can take longer than planned.

4.2 [The Venue / The Operator / Each party, half each] will pay for a registered electrician to fit the dedicated circuit at the Site before delivery.

4.3 The Operator will, at its own cost:

1. prepare the Machine in its workshop, including software, menu, prices and test bakes;
2. deliver the Machine to the Site on a date agreed with the Venue;
3. position and level it, connect it to power and the internet, and check that it holds its storage temperature; and
4. load the first Stock and check that card payments work.

4.4 Before the Go-Live Date the Operator will run a Trial Run of test sales, keeping temperature and cleaning records, and fix anything that needs fixing.

4.5 The Operator will tell the Venue the Go-Live Date in writing (email is fine).

5.1 Running the Machine. The Operator will stock, restock, clean and maintain the Machine at its own cost, and keep it in good working order and good condition.

5.2 Food safety. The Operator is the food business operator for the Machine. It will:

• register the Machine with the HSE as a food business before any sale;
• keep a HACCP-based food safety plan for the Machine at the Site;
• make sure everyone who stocks or cleans the Machine is trained in food hygiene;
• keep Stock at safe temperatures, sell it within its use-by dates and keep temperature records;
• show allergen information for every product, on or beside the Machine; and
• deal with any product recall and any HSE inspection about the Machine, and keep the Venue informed.

5.3 Faults. The Operator will respond to a fault reported by the Venue within [one Business Day] and aim to fix it within [three Business Days], subject to parts.

5.4 Card payments. The Operator provides the card reader and the payment account. All takings are paid to the Operator.

5.5 Visits. The Operator's staff will visit at the access times in Schedule 1, follow the Venue's reasonable house rules, and leave the Site clean and tidy.

5.6 Waste. The Operator will remove out-of-date Stock and packaging waste from the Machine. [Customers' used boxes go in the Venue's normal bins. / The Operator will provide a bin beside the Machine and empty it on each visit.]

7.1 The Operator chooses the menu and sets the prices. It will consult the Venue on the menu, and give the Venue [7] days' notice of any price change.

7.2 The Operator will pay the Venue the Venue's Share of Net Sales set out in Schedule 2, for each calendar month from the Go-Live Date. Sales during the Trial Run [count / do not count].

7.3 Within [5] Business Days after each month ends, the Operator will email the Venue a statement showing that month's sales, VAT, refunds, Net Sales and the Venue's Share.

7.4 The Operator will pay the Venue's Share by bank transfer within [15] days after each month ends. The Venue will send the bank details in writing, and an invoice if the Operator asks for one.

7.5 Once a year, on [10] Business Days' notice, the Venue may ask to see the payment reports behind the statements. If they show an underpayment, the Operator will pay the difference within [10] Business Days.

7.6 [The Operator will pay the Venue a fixed electricity allowance of €[amount] a month with the Venue's Share. / The Venue's Share includes the cost of the electricity the Machine uses, and no separate payment is made.]

8.1 Ownership. The Machine, the Stock and the takings belong to the Operator at all times. The Machine is not a fixture and does not become part of the Premises. The Venue will not sell, charge or lend it, and will tell its landlord, lenders or any receiver that it belongs to the Operator.

8.2 Risk. The Operator bears the risk of loss of or damage to the Machine and Stock, except where it is caused by the Venue, its staff or contractors deliberately or through negligence.

8.3 Operator's insurance. For the Term, the Operator will hold public liability and product liability insurance of at least [€6.5 million] for each claim, and will insure the Machine. It will show the Venue the certificates on request.

8.4 Venue's insurance. The Venue will keep its usual public liability insurance for the Premises.

8.5 Operator's indemnity. The Operator will cover the Venue against claims, losses and costs arising from the food sold by the Machine, the Machine itself, or the negligence of the Operator or its staff.

8.6 Venue's indemnity. The Venue will cover the Operator against loss of or damage to the Machine caused deliberately or through negligence by the Venue, its staff or contractors.

8.7 Limits. Neither party is liable to the other for loss of profit (apart from the Venue's Share owed under clause 7), loss of business or indirect loss. Apart from clauses 8.5, 8.6 and 8.8, each party's total liability under this agreement in any year is limited to [€10,000].

8.8 Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited by law.

9.1 During the Term, the Venue will not install, or allow anyone else to install, another hot food vending machine or self-service hot food kiosk at the Premises.

9.2 This does not limit the Venue's own kitchen, bar food or other food sales.

9.3 [Optional: During the Term, the Operator will not place another machine within [1 km] of the Premises without the Venue's written agreement.]

10.1 Start. This agreement starts when both parties sign it.

10.2 Trial period. For the first [30] days after the Go-Live Date, either party may end this agreement by giving [7] days' written notice, without giving a reason and at no cost to the other.

10.3 Initial Term. After the trial period, the agreement runs until the end of the Initial Term. It then continues until either party ends it by giving at least [60] days' written notice.

10.4 Ending for a reason. Either party may end this agreement straight away by written notice if the other:

• breaks this agreement in a serious way and does not put it right within [14] days of being asked in writing; or
• becomes insolvent, goes into liquidation or examinership, has a receiver appointed, or stops trading.

10.5 The Operator may also end this agreement on [30] days' written notice if:

• Net Sales are below €[amount] a month for [3] months in a row; or
• the Machine cannot be run safely or lawfully at the Site, for a reason the Operator cannot reasonably fix.

10.6 If the Venue closes, sells or loses the Premises, it will give as much notice as it can, and the agreement ends on the date the Venue no longer runs the business there.

10.7 Ending this agreement does not affect payments already due, or clauses 8, 11, 12 and 13, which keep applying.

11.1 Within [14] days after this agreement ends, the Operator will remove the Machine and all Stock at its own cost, on a date agreed with the Venue. The Venue will give access for this.

11.2 The Operator will make good any damage it causes in removing the Machine. Fair wear and tear is excepted.

11.3 The dedicated electrical circuit stays in place as part of the Premises, unless the parties agree otherwise.

11.4 Within [30] days after removal, the Operator will send a final statement and pay the Venue's Share for the last part-month.

12.1 Card payments are handled by the Operator's payment provider. Neither party receives customers' full card details.

12.2 The parties expect to share only the work contact details of their staff. Each will handle any personal data it receives under the GDPR and the Data Protection Act 2018, and only for this agreement.

12.3 Each party will keep the terms of this agreement, sales figures and the other's business information confidential. This does not apply to information that is already public, or that must be shared with professional advisers, insurers, lenders or by law.

13.1 Notices. Notices under this agreement must be in writing and sent by email or post to the contacts in Schedule 1. An email notice is received on the next Business Day after it is sent.

13.2 Transfer. Neither party may transfer this agreement without the other's written consent. The consent will not be unreasonably refused, for example for a buyer of the Venue's business.

13.3 Events outside control. Neither party is liable for a delay or failure caused by events outside its reasonable control, such as power cuts, supplier failures, severe weather or a public health order.

13.4 Relationship. This agreement does not create a partnership, joint venture, employment, agency, lease or tenancy.

13.5 Whole agreement. This agreement, with its schedules, is the whole agreement between the parties about the Machine. Changes must be in writing and signed by both parties.

13.6 Severability. If any part of this agreement is found to be invalid, the rest still applies.

13.7 Signing. This agreement may be signed electronically and in counterparts.

13.8 Law and disputes. This agreement is governed by the law of Ireland. The parties will first try to settle any dispute by talking in good faith, then by mediation. If that fails, the courts of Ireland decide it.