Food-Service Seller Intermediary Services Agreement

DRAFT — pending legal review. This text has been finalized by the founder but is not binding legal advice and must not be used in a real onboarding before lawyer/SMMM approval. The final text will be published with this version number raised after approval. The Turkish version is canonical.

1. Parties, definitions and scope

This agreement governs the intermediary service provided to the Seller on the marketplace operated by POİEX TEKNOLOJİ LİMİTED ŞİRKETİ (MERSİS 0730090107900001; “Work&Meal”) as an e-commerce intermediary service provider (ETAHS).

Definitions:

Food-Service Seller — the food business operator (ETHS) providing the meal service; hereinafter “Seller”.
Food-Service Buyer — the corporate customer purchasing the meal service for its employees; hereinafter “Buyer”.
Work&Meal — the intermediary platform operated by POİEX TEKNOLOJİ LİMİTED ŞİRKETİ and the Seller’s commercial representative within the meaning of Article 12 of Law No. 6493.
Employee — the Buyer’s employee who benefits from the meal (not a party to this agreement).

2. Nature of the intermediary service

Work&Meal is an intermediary platform: it matches Sellers and Buyers for corporate lunch, runs the menu/headcount/delivery flow, keeps the order–acceptance record, and handles collection/settlement reconciliation. The seller and food business operator is the Seller. Work&Meal does not produce, sell, package, or deliver food and gives no food-service guarantee; this agreement does not make the Seller an employee, partner, agent, or franchisee of Work&Meal.

3. Service fee (E-Commerce Reg. art. 6/2-c)

The platform default rate of the Work&Meal service fee is 10%. This rate may be differentiated per Seller or per Buyer; where more than one rate is defined, the precedence is Buyer-specific > Seller-specific > platform default (10%). The effective rate and base applicable to each transaction are shown as a snapshot to the Seller on every active link / transaction record; accepting the link accepts that effective fee. The fee is documented by a separate VAT-bearing (20%) intermediation invoice issued to the Seller. No hidden surcharge beyond this fee. Advertising/promotion is out of pilot scope; if opened, its cost and effect are shown in advance and participation is voluntary.

4. Collection authority, set-off and month-close +14 net payout

The Seller authorizes Work&Meal, as its commercial representative acting on behalf of the Seller (the payee) within the meaning of Article 12 of Law No. 6493, to intermediate the sale of and to collect — on the Seller’s behalf — the Buyer food-service amounts arising through the platform. Because Work&Meal acts solely on behalf of one party (the Seller), this collection falls within the payment-service exemption for commercial representatives; it is not a general money-collection or payment-service authority. Work&Meal is not the agent or representative of the Buyer (the payer). The Buyer pays the Seller invoice into the Work&Meal collection channel by bank transfer; this payment discharges the Buyer’s debt to the Seller to that extent. Work&Meal sets off its service fee and approved credit/correction/SLA deductions from the payout; if Buyer collection and reconciliation are complete, the net payout is paid to the Seller’s registered IBAN by the 14th day of the month following month-close at the latest. Work&Meal gives no payment guarantee. Detail: Payment, Collection and Payout Terms annex.

5. Food legislation and document obligations

Under Law 5996 the Seller is the food business operator responsible for production, transport, delivery, hygiene, content, allergens and unsafe-product actions. The Seller warrants its food-business registration number and tax record are valid and consistent with its activity, and notifies Work&Meal without delay if they expire/are cancelled (which halts new menu assignments). The AHS party, food registration holder, invoicing party and payout IBAN holder must be the same legal entity chain.

The Seller guarantees its published menu content, portion and allergen declarations are accurate, current and consistent with actual production. Incorrect/incomplete allergen declarations fall under the critical-incident path; the Seller is liable for consequences including bodily harm and administrative penalties.

7. Insurance representation and warranty

The Seller represents and warrants that it maintains insurance coverage reasonably commensurate with its scale for food-borne bodily-harm and product liability risks, valid throughout the agreement. This clause does not make Work&Meal an insurer, guarantor or surety.

8. Data use, KVKK and direct-contact ban

Work&Meal, the Buyer and the Seller are independent data controllers. Data transferred to the Seller by default covers total counts, menu, location, delivery time, the authorized Buyer contact and minimal name data for delivery labels (first name only as a rule; where people share a first name in one delivery, the shortest surname prefix that distinguishes the distinct surnames in that group — identical surnames get the same prefix plus a trailing number). The Employee’s full surname, phone, email, per-person selections and per-person health/allergy data are not transferred and may not be requested. Direct contact with Employees, off-platform offers, rating pressure and attempts to identify the reviewing Employee are prohibited. Detail: Seller Conduct & Data-Use Rules + KVKK Data-Sharing Annex.

9. Narrow off-platform

The Seller agrees not to take demand originated and routed to it by Work&Meal off-platform to avoid the service fee, during the active link and for 12 months after it ends. This clause is narrow and applies only to evidence-linkable Work&Meal-originated demand; it does not cover the Seller’s own existing/independent customers.

10. Restriction, suspension, termination (art. 6/2-b)

Missing/late/wrong/poor service → incident record + evidence + Seller response → approved credit/correction/SLA deduction set off. Critical food incident → temporary hold of the relevant day/location payout + same-day response. Missing mandatory document → suspension. Rule breach / repeated SLA breach → warning → suspension → termination. Handled via the internal communication system, reasoned and time-bound. Detail: Credit/Correction/SLA Policy.

11. Amendment

Changes are notified in advance per the ETAHS-ETHS Regulation (ordinary change 15 days; restriction/suspension/termination/penalty clause 30 days). Service-fee rate, term and payout-formula changes are material, require a new version and explicit acceptance, and do not apply retroactively.

12. Contract storage, data portability and evidence

This agreement and accepted versions are stored accessibly in the internal communication system (Work&Meal panel). The Seller may access and export its own sales/payout/performance data during the agreement and for 1 year after it ends, free of charge. Active link, acceptance time, IP/device trace, contract version and transaction records are kept with a tamper-evident audit trail and are evidence in disputes.

13. Term and termination

The agreement takes effect on authorized platform acceptance. Either party may terminate on 30 days’ written notice; for cause (critical food incident, document cancellation, rule breach) no notice period applies. Termination does not extinguish accrued payout and collection obligations; future menu assignments for the Seller–Buyer pair are cancelled.

14. General provisions

Confidentiality: parties keep trade-secret/price/customer information confidential. Force majeure: affected performance is suspended during out-of-control events; accrued payment debt is not waived. Assignment: the Seller may not assign the agreement without Work&Meal’s written consent. Notices: panel + registered email/phone; official service via KEP.

15. Disputes, acceptance and effect

Governing law is the law of the Republic of Türkiye; the courts and enforcement offices of Ankara have jurisdiction. Acceptance is by authorized platform acceptance; signing authority and signer identity are verified at the binding-signature and payout-IBAN step. Platform records are evidence.