Restaurant Partner Agreement

Last Updated: January 7, 2026

This Restaurant Partner Agreement ("Agreement") is entered into between Valoir Agency Inc. ("First Eat") and the restaurant entity ("Restaurant" or "You") signing up for the First Eat platform.

1. Service Description

First Eat provides a digital marketplace that connects customers with restaurants for pickup orders. First Eat acts as an agent for the Restaurant to conclude the sale of food and beverages to customers.

2. Eligibility & Quality Standards

2.1 Minimum Rating

Restaurant represents and warrants that it currently maintains a Google Maps rating of 4.0 stars or higher. First Eat reserves the right to suspend or terminate this Agreement if Restaurant's rating falls below 4.0 stars for a period of more than 30 days.

2.2 Physical Location

Restaurant must operate a physical storefront accessible to customers for pickup. Virtual kitchens without customer access are not eligible.

3. Fees and Payouts

3.1 Commission

First Eat applies a commission to the subtotal of each order processed through the Platform. The standard commission rate is 10%, unless a different rate has been agreed to in writing or is specified under your selected plan (e.g., “Starter” or “Growth”). A reduced 5% launch commission may apply for eligible early partners as part of a special introductory offer.

3.2 Payment Processing Fees

In addition to the commission, standard payment processing fees (e.g., Stripe fees) will be deducted from the payout.

3.3 Payout Schedule

First Eat will remit net proceeds (Order Value minus Commission and Fees) to Restaurant's designated bank account on a weekly basis, typically every Monday for the preceding week's sales.

4. Menu and Pricing

4.1 Price Parity

Restaurant agrees that the prices for items listed on First Eat will not be higher than the prices charged for the same items on Restaurant's own menu or other third-party delivery platforms.

4.2 Availability

Restaurant is responsible for keeping its menu and operating hours up to date on the Platform to avoid cancelled orders.

5. Term and Termination

This Agreement commences on the date you accept it and continues until terminated. Either party may terminate this Agreement at any time, for any reason, by providing written notice (email suffices) to the other party.

6. Independent Contractor

The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.