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Restaurant Partner Agreement

Version: 2026-07-30-restaurant-final
Last updated: 30 July 2026

Restaurant Partner Agreement for Cully Express. Version: 2026-07-30-restaurant-final. Last updated: 30 July 2026.

Agreement and Parties

  • This Restaurant Partner Agreement ("Agreement") is between A&S Signatures Ltd, trading as Cully Express ("Cully Express", "we", "us" or "our"), and the person, company, partnership or other business identified in the restaurant account ("Restaurant", "you" or "your").
  • If you accept this Agreement for a company, partnership or other organisation, you confirm that you have authority to bind it. You must be at least 18 years old and legally capable of entering into this Agreement.
  • Cully Express completes this Agreement and provisions the Restaurant account outside the iOS app before issuing credentials. Signing in to the app does not create, activate or establish the Restaurant commercial account. The Agreement continues until terminated in accordance with the Suspension and Termination section.
  • The Restaurant Service Standards, Privacy Policy, Refund Policy and any commercial rates or settings expressly shown for your Restaurant supplement this Agreement. If they conflict, this Agreement prevails on the commercial relationship, while applicable law and the Privacy Policy prevail for personal-data rights.

Platform Role and Independent Businesses

  • Cully Express operates the ordering and payment platform, transmits customer order offers, provides order-status and support tools, facilitates card payments and refunds, and, for delivery orders, arranges access to approved independent drivers.
  • The Restaurant is the supplier of the food. The Restaurant, not Cully Express or a driver, decides its menu and is responsible for ingredients, allergen information, availability, preparation, cooking, packaging, quality, supply and compliance with food law.
  • A driver performs the physical collection and delivery where delivery is selected. The Restaurant remains responsible for the food until it is handed over in suitable packaging and in the condition required by this Agreement.
  • The parties are independent businesses. Nothing in this Agreement creates an employment relationship, worker relationship, partnership, joint venture, franchise or general agency. The limited payment and order authority expressly given to Cully Express does not permit either party to bind the other for any other purpose.

Provisioning and Restaurant Ownership

  • Before app credentials are issued, you must provide complete and accurate ownership, business and compliance information through the external Cully Express provisioning process. After approval, the app may be used to keep operational restaurant details, contact information, opening hours and menu information current.
  • Cully Express controls approval and enablement outside the app. A disabled Restaurant cannot enable itself in the app and must contact Cully Express support if its access status needs review.
  • The authenticated Firebase user identified by the Restaurant record’s owner UID is the account owner for access-control purposes. Email address, Restaurant name and document identifier are not alternative proof of ownership. You must not transfer, share or replace ownership without Cully Express’s prior written approval and completion of any required verification.
  • Approval and enablement do not certify the Restaurant’s legal, hygiene, tax or commercial compliance and do not remove the Restaurant’s continuing responsibility for it.

Restaurant Responsibilities

  • The Restaurant must operate lawfully, maintain all registrations, approvals, licences and insurance required for its business, and be responsible for its own staff, contractors, premises, equipment, taxes, VAT and employment obligations.
  • The Restaurant must monitor the authenticated app account during operating periods, review order offers promptly and only accept an order it can prepare in full, safely and within the time shown.
  • The Restaurant must follow the production order workflow, keep order status accurate, respond to reasonable support, refund and chargeback enquiries, and promptly report suspected fraud, account compromise, food-safety incidents or any event that may materially affect customers.
  • The Restaurant must treat customers, drivers and Cully Express personnel lawfully and professionally and must not use the platform for illegal, misleading, abusive, discriminatory or fraudulent activity.

Menu Accuracy

  • The Restaurant must keep its business description, address, contact details, opening hours, menu items, categories, descriptions, prices, add-ons, availability and allergen information accurate and current. Out-of-stock or unavailable items must be disabled promptly.
  • Customer checkout is priced from the current server-side Restaurant menu and applicable settings. The Restaurant must not seek an additional payment from a customer for an accepted order or substitute an item without the customer’s agreement and any required platform adjustment.
  • The Restaurant is responsible for manifest pricing errors or misleading descriptions within information it controls. Cully Express may pause affected items or the Restaurant while an error is investigated and may cancel or refund an affected order where required by law or the customer contract.

Food Safety

  • The Restaurant is solely responsible for preparing, cooking, handling, storing and supplying food safely and lawfully, maintaining appropriate hygiene controls, and ensuring that food is of satisfactory quality, fit for purpose and as described.
  • The Restaurant must provide accurate, current and legally compliant ingredient and allergen information before purchase and again at delivery or collection where required by law. It must manage cross-contamination risks and must not rely on an order note as a substitute for legally required allergen information.
  • The Restaurant must maintain appropriate food temperatures and use clean, secure, tamper-evident or otherwise appropriate packaging suitable for the food and fulfilment method, separate items where safety requires it, and package delivery orders so that a driver can transport them safely.
  • The Restaurant must investigate and notify Cully Express promptly of a suspected unsafe-food, allergen or contamination incident and cooperate with any withdrawal, recall, customer communication, regulator enquiry or evidence-preservation request. This allocation does not exclude any legal obligation that applies directly to Cully Express.

Opening Hours

  • The Restaurant must keep production opening hours accurate and must not hold itself open when it cannot fulfil orders. Opening status, approval and enablement are separate controls; being within stated opening hours does not make an unapproved or disabled Restaurant available.

Delivery Pause

  • Where configured, the Restaurant may pause new delivery checkouts. A delivery pause does not cancel or alter existing or scheduled orders and does not disable collection. The Restaurant must continue fulfilling all already accepted or confirmed orders unless Cully Express agrees another resolution.
  • Cully Express may apply an administrative delivery pause, close, disable or restrict a Restaurant where reasonably required for safety, compliance, security or operational reasons. Delivery may resume only when the applicable Restaurant and administrative settings permit it.

Order Offers, Acceptance and Rejection

  • A customer submitting checkout makes an offer to buy the selected food from the Restaurant. Cully Express transmits that offer and asks Stripe to authorise the checkout amount. An authorisation reserves funds but is not payment capture and does not by itself form the food-supply contract.
  • For an immediate order, the Restaurant accepts the customer’s offer by using the production acceptance action. The food-supply contract is formed only when the Restaurant accepts and Stripe successfully captures the authorised amount. If capture fails, the order does not proceed as successfully accepted and may be cancelled or reconciled.
  • The Restaurant must reject promptly any order it cannot fulfil. Rejection before capture cancels or releases the uncaptured authorisation. If the Restaurant does not respond within the acceptance period recorded for the order, the order may time out automatically and the authorisation will be cancelled or released.
  • After acceptance and successful capture, the Restaurant must prepare and fulfil the order. A Restaurant cancellation after capture requires platform handling and may result in a full or partial refund and corresponding Restaurant liability; the Restaurant must not promise, issue or redirect a card refund outside the production refund process.

Scheduled Orders

  • Scheduled orders are available only where production scheduling is enabled for the Restaurant. The available window, maximum advance period, preparation timing, cancellation cut-off and related policy are validated and snapshotted when the order is created.
  • A scheduled order begins as a booking awaiting Restaurant confirmation. The Restaurant must confirm only a booking it can fulfil at the requested time. Confirmation captures the authorised card amount, confirms the booking and forms the food-supply contract; a decline before capture cancels the booking and releases the authorisation.
  • A confirmed scheduled order remains an existing obligation during a delivery pause or later settings change. The Restaurant must monitor the scheduled queue and, when preparation unlocks, accept the order for preparation and progress it through the production status workflow.
  • If the Restaurant becomes unable to fulfil a confirmed scheduled order, it must contact Cully Express immediately. Any cancellation, payment release or refund will be handled through the production payment and refund process and may be allocated to the Restaurant where the inability is within its responsibility.

Collection Orders

  • Where collection is enabled, the Restaurant must prepare the accepted order and have it ready at or near the collection time shown. Collection has no delivery fee and no delivery-fee commission.
  • The Restaurant must reasonably verify the customer or order identifier before handover, take reasonable steps to prevent a duplicate or incorrect handover, and update the order status accurately.
  • A delivery pause does not pause collection. If collection is unavailable, the Restaurant must ensure that collection is disabled through the applicable Cully Express setting rather than relying on the delivery pause.
  • If a customer is late or fails to collect, the Restaurant must preserve the food only for as long as is safe and reasonable, record the relevant facts and contact support where resolution is required. A no-show does not authorise the Restaurant to create an off-platform refund or resell an identified order in breach of food-safety requirements.

Delivery V2, Distance and Fees

  • Delivery and collection availability, distance pricing, maximum delivery distance and delivery-fee bands are managed through the production Delivery V2 configuration. Cully Express Admin controls that configuration; the Restaurant may view it and may pause or resume new deliveries but cannot alter the authoritative bands or maximum distance itself.
  • For a delivery checkout, Cully Express validates the customer and Restaurant postcodes, calculates straight-line distance using the production coordinate service, applies an eligible enabled distance band and rejects an address beyond the configured maximum distance or without a matching band.
  • The applicable delivery configuration revision, calculated distance, matched band and delivery fee are snapshotted for the order. Later configuration changes do not alter an already locked order.
  • Cully Express may update Delivery V2 configuration for future checkouts after operational or commercial review. Where practicable, material commercial changes will be notified to the Restaurant before they take effect.

Preparation and Driver Handover

  • For delivery orders, the Restaurant must begin preparation at the appropriate workflow stage, use realistic preparation information, keep the order status current and have the complete order ready for driver collection at or near the time shown.
  • Driver assignment and arrival times depend on availability and are not guaranteed. The Restaurant must monitor the order for the assigned driver and contact support if collection is materially delayed or no driver is available.
  • Before handover, the Restaurant must reasonably verify the driver and order identifier, confirm that all items are present and appropriately packaged, and must not mark or represent an order as handed over before physical handover occurs.
  • The Restaurant is not responsible for a driver’s independent conduct after a correct handover, but remains responsible for defects in the food, missing or wrong items, unsuitable packaging, unsafe preparation and inaccurate information originating with the Restaurant.

Stripe Authorisation, Capture and Refunds

  • Customer card payments are processed through Stripe. Cully Express and the Restaurant do not receive or store the customer’s full card number or card security code through the production app.
  • Stripe authorises the customer’s card when checkout is submitted. Cully Express captures the authorised amount only when the Restaurant accepts an immediate order or confirms a scheduled booking. A rejection, pre-capture cancellation or timeout normally cancels or releases the authorisation rather than creating a refund.
  • The Restaurant authorises Cully Express to facilitate collection of customer payments for accepted orders, apply the commercial calculations in this Agreement, issue approved refunds to the original payment method and maintain the related ledgers and audit records.
  • A successful capture does not mean that a Restaurant payout has been sent. Stripe, a bank or card issuer may delay an authorisation release or refund display, and Cully Express does not control those external processing times.
  • The production platform does not provide a Restaurant wallet or account-credit balance. Refunds are returned to the customer’s original payment method and Restaurant earnings and adjustments are recorded through the payout ledgers.

Food Commission

  • Cully Express charges the Restaurant a food commission on the applicable food subtotal of each completed order. The rate configured for the Restaurant is snapshotted when server pricing is locked and is shown in the Restaurant’s dashboard, settings or order and earnings records.
  • Food commission is calculated in pounds and pence from the snapshotted basis-point rate and is rounded to the nearest penny. The Restaurant’s food earning is ordinarily the applicable commission base less food commission, subject to refunds, reversals and adjustments.
  • Cully Express may change the food-commission rate for future orders on reasonable notice. A changed rate does not retrospectively alter the rate snapshotted for an existing locked order.
  • Completed and historic order records use the commission values stored for that order or earning and are not retrospectively recalculated from the Restaurant’s current rate.
  • Where a promo code funded by Cully Express is applied to an order, food commission is calculated on the full food subtotal before that discount, so the Restaurant’s payout is not reduced by a Cully Express–funded discount.
  • Where a promo code funded by the Restaurant is applied to an order, the discount is deducted from the food subtotal before commission is calculated, so the Restaurant bears the cost of a discount it has chosen to fund.

Delivery Fee Commission

  • Where Cully Express arranges delivery, a separate delivery-fee commission is calculated on the customer delivery fee using the rate snapshotted for the order. It is deducted from the delivery-fee amount before the driver payout calculation and is recorded separately from food commission; it does not reduce the Restaurant’s food payout unless an order record expressly shows an authorised adjustment.
  • Cully Express may change the delivery-fee commission rate for future orders on reasonable notice. A changed rate does not retrospectively alter an existing locked order.
  • Delivery fee commission does not apply to collection orders.

Promotions

  • Promotions may be funded by Cully Express or by the Restaurant. A Restaurant may create or manage only promotions attributed to its owned Restaurant through the production controls and is responsible for the commercial cost and accuracy of any Restaurant-funded promotion it authorises.
  • Restaurant-funded fixed or percentage food discounts reduce the Restaurant’s commission base and payout as described in Food Commission. Cully Express-funded discounts do not reduce that food commission base. Free-delivery promotions are platform-funded only and cannot be created as Restaurant-funded offers.
  • Promotions may be subject to active dates, minimum food spend, maximum discount, total-use limits, one-use-per-customer controls and Restaurant restrictions. They are validated at checkout and revalidated when consumed on acceptance or confirmation.
  • A promotion reserved for an order that fails or is cancelled before capture may be released by the production process. A promotion used on a captured order is not automatically restored following a full or partial refund; restoration or replacement is determined under the Refund Policy and the promotion’s terms.
  • Cully Express may suspend, correct or withdraw a promotion for future use where it is invalid, misconfigured, exhausted, unlawful, misleading or reasonably suspected of abuse. Neither party may use multiple accounts, collusion, false details or circumvention to manufacture redemptions. A valid promotion already captured with an accepted order will be honoured except where correction is required by law, fraud or manifest error.

Payouts

  • Restaurant earnings are created only after a captured order reaches the production completed status. The earnings record shows the food subtotal, applicable discounts, food and delivery commissions, Restaurant net amount, payment status and any refund or dispute adjustments.
  • Cully Express may reconcile an order against Stripe, order events and ledger records before making a payout. Uncaptured, cancelled, failed, fraudulent, refunded or otherwise unpaid amounts do not become payable Restaurant earnings.
  • Payouts are processed using the payout method and timetable separately communicated or agreed with the Restaurant. The production system records an earning as unpaid until an authorised administrator confirms payment and records a payout reference. The app does not guarantee instant or automatic payout.
  • The Restaurant must review its earnings records and notify support promptly of a reasonably identifiable discrepancy. Cully Express may correct duplicate, omitted or erroneous entries and will provide reasonable supporting records for a disputed calculation.
  • The Restaurant is responsible for its own tax, VAT, invoices, receipts and accounting treatment. Cully Express statements and platform ledgers do not constitute tax advice.

Refund Responsibilities

  • The Restaurant is financially responsible for a refund or the relevant part of it where the verified cause is attributable to the Restaurant, including missing or wrong items, food-quality defects, undercooking, overcooking, foreign objects, unsafe food, inaccurate allergen or menu information, unsuitable packaging, Restaurant closure or failure to fulfil an accepted order.
  • Driver- or platform-liability issues are not automatically allocated to the Restaurant. Cully Express may allocate liability to the Restaurant, driver, platform or, where supported by the facts, between responsible parties.
  • Where a valid existing or supported resolution record assigns shared responsibility, the financial impact is divided according to the recorded allocation. The current admin refund workflow otherwise records the effective liability owner as Restaurant, driver or platform.
  • Customer statutory rights are not limited by an in-app reporting period or evidence request. The Restaurant must cooperate with valid late, exceptional or statutory claims even where the normal in-app request window has passed.

Refund Response Expectations

  • Where a refund request is attributed to the restaurant, the restaurant will be asked to review and respond within the review period shown in the app.
  • The Restaurant must preserve and provide reasonably available evidence, which may include item, preparation, packaging, stock, order-status, collection, handover and communication records. Any customer or driver personal data in that evidence must be relevant and handled in accordance with the Customer Information and Data Protection section.
  • If the restaurant does not respond in time, or its response is not accepted on review, Cully Express may make a final decision on the refund request without further restaurant input.
  • A restaurant’s decision to decline a refund request is a recommendation only. Cully Express may still approve a refund after review and may adjust the restaurant’s payout accordingly under the applicable commercial model.
  • Cully Express may approve a full or partial refund, reject the request or seek more information. It may consider relevant fraud indicators and account, order, payment and prior-refund records, but does not make the decision solely by automated processing. The Restaurant may ask support to review a decision and provide relevant new evidence, but a review request does not suspend a refund already required by law or prevent a necessary payment adjustment.

Refund Deductions and Recoveries

  • Where Restaurant liability is approved, Cully Express may reverse all or part of the related unpaid earning. If the original earning has already been paid, or the reversal exceeds an unpaid earning, Cully Express may record a payout adjustment and recover it from a future Restaurant payout or request repayment.
  • A deduction or recovery will not exceed the amount allocated to the Restaurant for that refund, chargeback or correction, subject to any separate lawful costs expressly agreed. Cully Express will not obtain duplicate recovery for the same loss.
  • Nothing in this section allows Cully Express to withhold an undisputed amount indefinitely. Where an amount is genuinely disputed, the parties will use the Records, Review and Audit section while undisputed payable amounts continue through the ordinary payout process where practicable.

Chargeback Cooperation

  • If a customer disputes a card payment directly with their bank or card issuer (a chargeback), the restaurant agrees to provide Cully Express with any information reasonably requested to respond to the dispute, such as order, preparation, or handover details.
  • Where a chargeback results from a Restaurant-liability issue, a breach of this Agreement, inaccurate evidence supplied by the Restaurant, or the Restaurant’s failure to provide reasonably available cooperation in time, Cully Express may recover the amount allocated to the Restaurant from unpaid or future payouts.
  • A chargeback does not by itself establish Restaurant fault. Cully Express will consider the issuer outcome and available platform evidence, may allocate responsibility to another responsible party, and will not recover the same loss both as a refund reversal and a chargeback deduction.

Customer Information and Data Protection

  • The Restaurant may receive limited customer and order information needed to prepare, contact, hand over and evidence an order, which may include a customer name, order details, notes, contact information, collection identifier or delivery information. The Restaurant must use it only for those purposes, legal compliance and the resolution of a genuine order dispute.
  • The Restaurant must not use customer or driver information for unrelated marketing, profiling, sale, enrichment or off-platform contact; retain it longer than necessary; disclose it to an unauthorised person; or copy it into an insecure personal system.
  • Each party acts as an independent controller for personal data it determines to process for its own lawful purposes and must comply with the UK GDPR, Data Protection Act 2018 and applicable privacy and electronic-communications law. If a specific activity legally requires one party to process solely on the other’s behalf, the parties will put the required written data-processing terms in place.
  • The Restaurant must maintain appropriate technical and organisational security, restrict access to authorised personnel, keep credentials confidential, and notify Cully Express without undue delay at support@cullyexpress.com of an actual or suspected personal-data breach involving platform information. Each party remains responsible for its own regulatory notifications and data-subject obligations.
  • When customer, driver or order information is no longer reasonably needed for a lawful order, tax, safety or dispute purpose, the Restaurant must securely delete it from its own systems and devices, subject to any legal retention duty.
  • Cully Express processes Restaurant account, order, payment-reference, refund, support, analytics, security and audit information as explained in the Privacy Policy. Account closure does not require deletion of records that must lawfully be retained.

Confidentiality

  • Each party must keep the other’s non-public commercial, technical, security and financial information confidential, use it only to perform or enforce this Agreement, and disclose it only to personnel and advisers who need it and are subject to appropriate confidentiality duties.
  • This obligation does not apply to information that is lawfully public, already known without restriction, independently developed or lawfully received from another source. A party may disclose information where required by law or a regulator and, where lawful, should give the other reasonable advance notice.
  • Personal data remains subject to the Customer Information and Data Protection section and applicable data-protection law whether or not it is also confidential.

Account and Operational Security

  • The Restaurant must protect its email and password credentials, devices and authenticated sessions, use only its authorised owner account, and promptly tell Cully Express if credentials, a device or the account may be compromised.
  • The Restaurant is responsible for actions taken through its account by its owners, staff or authorised users, except to the extent caused by Cully Express’s failure to exercise reasonable care or by circumstances for which the Restaurant is not legally responsible.
  • The Restaurant must not bypass Firebase authentication, App Check, ownership checks, payment controls, order status rules or other security measures; request or expose tokens; scrape protected data; introduce malicious code; or attempt unauthorised access to another Restaurant, customer, driver or administrator account.

Restaurant Content and Intellectual Property

  • The Restaurant retains ownership of its trading names, logos, photographs, menu text and other content, or must have all permissions needed to use and provide that content. It must not upload material that is unlawful, misleading, defamatory, infringing or that identifies a person without an appropriate legal basis.
  • The Restaurant grants Cully Express a non-exclusive, royalty-free licence during this Agreement to host, store, reproduce, resize, adapt for technical display, publish and communicate Restaurant content as reasonably necessary to operate, secure and promote the Restaurant and its menu through Cully Express.
  • On termination, Cully Express will stop new promotional use and remove public Restaurant content within a reasonable operational period, but may retain backups and copies within order, refund, accounting, security or legal records where lawfully required. The Restaurant may remove or replace supported branding and menu images through the production controls.
  • The Cully Express name, app, software, design, databases and platform materials are owned by or licensed to A&S Signatures Ltd. The Restaurant receives a limited, non-exclusive, non-transferable and revocable right to use the platform for its business under this Agreement and must not copy, resell, reverse engineer or interfere with it except where applicable law does not permit that restriction.

Cully Express Responsibilities

  • Cully Express will use reasonable care and skill in operating the platform services described in this Agreement, routing order offers, applying the production pricing and ledger rules consistently, protecting personal data for which it is responsible, and providing a reasonable route for support, refund review and commercial queries.
  • Cully Express will provide in-app order status and may send push notifications about orders, refunds and payouts. Notifications are a convenience and their delivery may be delayed or prevented by device settings, connectivity or third-party services; authoritative status remains in the app and platform records.
  • Cully Express does not guarantee uninterrupted availability, a minimum order volume, a particular search position, continuous driver availability or that every customer payment will be authorised, captured or free from dispute.
  • Cully Express may maintain, change or temporarily interrupt the platform for security, legal, technical or operational reasons and will use reasonable efforts to minimise material disruption and communicate planned material changes where practicable.

Suspension and Termination

  • Cully Express may pause, restrict, disable or suspend the Restaurant immediately where reasonably necessary because of food-safety or allergen risk, suspected fraud, chargeback or promotional abuse, repeated fulfilment failures, security compromise, unlawful activity, a regulator request, invalid ownership, material payment risk, threats or abuse, or a material or repeated breach of this Agreement or the Restaurant Service Standards.
  • Where the risk is not urgent, Cully Express will normally give the Restaurant a reasonable opportunity to explain or remedy the issue. Where lawful and practicable, Cully Express will give the general reason for action and the Restaurant may request a review by contacting support@cullyexpress.com with relevant evidence.
  • Either party may terminate this Agreement by written notice. Cully Express may terminate immediately for an irremediable material breach or if a remediable material breach is not remedied within a reasonable period specified in notice.
  • Suspension or termination stops new orders but does not cancel existing accepted or confirmed orders unless Cully Express directs a safe and lawful resolution. Accrued payment, refund, chargeback, data-protection, confidentiality, intellectual-property, liability, audit and record-retention obligations survive.

Account Deletion

  • Restaurants may request account closure through Delete Account in the app or by contacting support@cullyexpress.com from the account email. A request creates a pending record for controlled administrative review and does not immediately delete the account.
  • Deletion cannot complete while the Restaurant has an active order. Cully Express may also defer processing while a material refund, chargeback, payout, investigation, legal hold or other unresolved obligation requires the account or relevant evidence to remain available.
  • On completion, the Restaurant profile, authentication account, notification tokens, support records and Restaurant-uploaded branding, menu-item and refund-evidence files are deleted under the production deletion process, subject to lawful retention and technical backup cycles.
  • Order, refund, earnings, platform-ledger, payout-audit, resolution, legal-acceptance, fraud-prevention and security records may be retained for legal, tax, accounting, dispute and audit purposes. Direct identifiers are removed, anonymised or replaced with a non-reversible deletion pseudonym where appropriate.
  • Account deletion does not cancel amounts owed by either party, prevent completion of a lawful audit or refund, or remove the Restaurant’s separate data-protection rights described in the Privacy Policy.

Records, Review and Audit

  • Each party must keep records reasonably necessary to demonstrate orders, food-safety compliance, tax treatment, refunds, chargebacks and payments for the periods required by law. Cully Express may retain platform and accounting records for at least the applicable statutory period.
  • On reasonable notice, the Restaurant must provide relevant records needed to verify a specific order, complaint, refund, chargeback, safety issue, payout or compliance concern. An urgent safety, fraud or regulator request may require shorter notice.
  • Cully Express may review relevant platform logs, order events, Stripe references, refund evidence, delivery events, ledgers and account-audit records. Any review must be proportionate to its purpose, respect legal privilege and data-protection duties, and avoid unnecessary interference with the Restaurant’s business.
  • If the Restaurant disputes a commission, refund allocation, chargeback, payout adjustment or suspension, it should contact support promptly with the affected order or record and its reasons. Cully Express will conduct a reasonable review and correct an established error.

Liability and Indemnity

  • Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of a liability that cannot legally be excluded or limited, or any payment obligation expressly due under this Agreement.
  • Subject to the preceding paragraph, neither party is liable to the other for indirect or consequential loss, loss of anticipated profit, loss of business opportunity or loss of goodwill that was not reasonably foreseeable when this Agreement was made.
  • Subject to the first paragraph of this section, Cully Express’s total aggregate liability arising out of this Agreement in any rolling 12-month period will not exceed the total food and delivery commissions retained by Cully Express in relation to the Restaurant during that period. This limit does not reduce any amount held for or payable to the Restaurant and applies only so far as it is reasonable and legally enforceable.
  • The Restaurant is responsible for loss, refunds, claims, regulatory action and reasonable direct costs caused by its breach of this Agreement, negligence, unsafe or non-compliant food, inaccurate allergen or menu information, infringement by Restaurant content, unlawful use of personal data or acts of its personnel. The Restaurant will indemnify Cully Express against a third-party claim to that extent, provided Cully Express gives reasonable notice, permits reasonable participation in the defence and takes reasonable steps to mitigate loss.
  • Cully Express remains responsible for its own breach, negligence, platform operation and legal obligations. No allocation in this Agreement makes the Restaurant responsible for loss caused by Cully Express or a driver, and neither party may recover twice for the same loss.
  • Nothing in this Agreement reduces or excludes a customer’s statutory rights or the Restaurant’s obligations to a customer under the separate food-supply contract.

Events Outside Reasonable Control

  • Neither party is liable for delay or failure caused by an event genuinely outside its reasonable control to the extent it could not reasonably prevent or overcome the effect, including severe weather, unsafe travel conditions, major infrastructure failure or interruption of an essential third-party service.
  • The affected party must notify the other as soon as reasonably practicable, take reasonable steps to reduce the impact and continue unaffected obligations. This section does not excuse payment already due, food-safety duties, data-security duties or a refund or cancellation required because the customer did not receive the contracted food or service.

Changes to This Agreement

  • Cully Express may update this Agreement for legal, regulatory, security, operational or service changes. The current version and effective date will be displayed in the app.
  • A change will not retrospectively alter the price, commission or other commercial terms snapshotted for an existing order. Cully Express will provide reasonable notice of a material change and will manage any required commercial acceptance outside the iOS app.

Governing Law and Notices

  • This Agreement and any non-contractual dispute arising from it are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction, except where a mandatory law requires otherwise.
  • Operational and review notices may be sent to the account email or support@cullyexpress.com. A formal legal notice to Cully Express may be sent to support@cullyexpress.com and to the registered office shown below. The Restaurant must keep its notice email and business address current.
  • A failure or delay in enforcing a right is not a waiver. If a provision is unenforceable, it will be treated as modified to the minimum extent necessary and the remaining provisions continue. The Restaurant may not assign this Agreement or transfer the account without Cully Express’s written consent; Cully Express may assign it as part of a lawful business transfer on notice.
  • This Agreement and the documents and commercial settings expressly incorporated into it form the entire agreement between the parties about the Restaurant’s use of Cully Express and replace earlier versions on acceptance. A person who is not a party has no right to enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999; this does not affect a customer’s separate contract with the Restaurant.

Support

  • For restaurant details, orders, delivery settings, refunds, payouts, account security, complaints or legal notices, contact support@cullyexpress.com.
  • Written correspondence may also be sent to the registered office shown in the Company Information section below.

Company Information

Cully Express (a trading name of A&S Signatures Ltd) Company Number: 15693230 Registered Office: The Collar Factory 112 St Augustine Street Taunton TA1 1QN United Kingdom Support: support@cullyexpress.com

Restaurant Partner Agreement | Cully Express