Platform Terms for Restaurants
These Platform Terms ("Terms") are between A&A Terra Inc ("Company"), operator of the Terra Drive platform (the "Platform"), and the business that creates a restaurant account ("Merchant", "you"). The person accepting confirms they are authorized to bind the Merchant.
1. Service
1.1 The Platform lets you request delivery of orders by independent drivers ("Drivers"), collect payment from customers through split checkout or pay links, track deliveries, and integrate by API and webhooks.
1.2 Drivers are independent contractors who choose which delivery requests to accept. Company does not guarantee that a Driver will accept any request. If no Driver accepts within 8 minutes, the delivery moves to no_driver status and you are notified (portal and delivery.no_driver webhook) so you can use another delivery method. No fee is charged for a no_driver delivery.
1.3 You remain the seller of the food and are responsible for its preparation, packaging, labeling, allergen information, food safety, and compliance with health codes and food-related laws. You will not request delivery of alcohol, tobacco, cannabis, prescription drugs, weapons, or any item that requires age or ID verification unless Company enables it in writing for your account.
2. Fees
2.1 Platform fee: $1.00 per completed delivery. No monthly fee and no percentage of your menu prices during the pilot.
2.2 Card processing: card processing (currently Stripe's 2.9% + 30¢ on the customer charge) is split in proportion to the order: the part on food and tax is deducted from your share; the part on the delivery fee and tip is paid by Company.
2.3 Delivery fee: by default Company quotes $4.99 for the first 3 miles plus $0.90 per mile after, up to 15 miles (route distance estimated as straight-line distance × 1.25). You may set your own delivery fee in settings. The delivery fee and 100% of tips are paid to the Driver less the Driver's own service fee.
2.4 Cancellations: cancelled before pickup — no fees. Cancelled by you after the Driver picked up the order — you cover the delivery fee so the Driver is still paid for the trip (delivery fee less the Driver's own service fee); the $1.00 platform fee is not charged. You may refund your customer at your discretion.
2.5 Delivery-only bookings (payment.collect=false): you have already charged your customer; Company charges your saved payment method the delivery fee + tip + $1.00 per completed delivery.
2.6 Changes: Company may change fees for future deliveries with at least 30 days' written notice.
3. Payments
3.1 All payments are processed by Stripe Connect. You must create or link a Stripe Express or Standard account and accept Stripe's terms. Company does not hold your funds outside Stripe.
3.2 On a successful customer payment your share (food + tax − $1.00 − card processing on food) is transferred to your Stripe account. Payouts follow your Stripe payout schedule.
3.3 Refunds and disputes: if a customer payment is refunded or disputed, the related transfers may be reversed in proportion. Company will share evidence (timestamps, GPS, proof photo) to help you contest disputes.
3.4 Sales tax: you are responsible for calculating and including sales tax on food in the order value you send, unless and until Company notifies you in writing that it collects tax as a marketplace facilitator in your state. [Counsel/CPA to confirm marketplace-facilitator status per state — see Legal Checklist.]
4. Customer data
4.1 Customer names, phone numbers, and addresses you send are used only to complete, support, and account for that delivery. Company will not market other restaurants to your customers using your order data.
4.2 Drivers see a masked phone number and only the information needed for the delivery.
4.3 You must have a lawful basis to share customer data with Company and must not send text messages through the Platform to customers who have not given the required consent (see SMS Terms). Pay-link texts are transactional messages sent only in response to the customer's own order.
5. API and webhooks
5.1 API keys are confidential. Test keys (td_test_…) never move real money. You are responsible for activity under your keys; revoke a key in the portal if it may be exposed.
5.2 Rate limit: 120 requests per minute per key. Use Idempotency-Key on POST requests to avoid duplicates.
5.3 Verify every webhook using the TerraDrive-Signature header (HMAC-SHA256). Company retries failed webhooks for a limited period.
5.4 You may not use the API to build a competing delivery network, scrape the Platform, or exceed rate limits deliberately.
6. Your obligations
You will: give accurate pickup information and order readiness; have orders ready reasonably close to the stated time; treat Drivers with respect; not ask Drivers to perform tasks outside the delivery; not offer Drivers cash or side arrangements to bypass the Platform for Platform-booked deliveries; comply with the Acceptable Use Policy.
7. Term and termination
Either party may end these Terms at any time with notice. Company may suspend an account immediately for fraud, safety risk, non-payment, or legal requirement. Fees for completed deliveries remain payable.
8. Warranty disclaimer and limitation of liability
The Platform is provided "as is". To the extent allowed by law, Company is not liable for indirect or consequential damages, lost profits, or food quality issues. Company's total liability is limited to the platform fees you paid in the 3 months before the claim [counsel to review]. Drivers are not Company's employees; claims about a Driver's conduct will be handled under Company's incident process, and Company will cooperate with insurers.
9. Indemnity
You will indemnify Company against third-party claims arising from your food, your products, your instructions, or your breach of these Terms or law.
10. Disputes
[Placeholder — counsel to draft: governing law (Ohio for the pilot), venue (Hamilton County, Ohio courts or arbitration), informal resolution period, business-to-business arbitration with class waiver if desired.]
11. General
Notices by email to the account address. These Terms, the Privacy Policy, the Acceptable Use Policy, and the Stripe Connected Account Agreement are the entire agreement. Updates on 30 days' notice.
Contact: A&A Terra Inc · [registered business address — to be added] · [email protected]
A&A Terra Inc · All legal documents