Restaurant Partner Agreement

Last Updated: [10/27/2026] · Version 1.0

This Restaurant Partner Agreement (the “Agreement”) is between OnCater LLC, a Virginia limited liability company (“OnCater”), and the restaurant or catering business identified in the Restaurant Partner Application submitted on the Platform (“Restaurant”). The person who accepts this Agreement confirms that they are authorized to bind Restaurant. This Agreement takes effect on the date Restaurant accepts it electronically (the “Effective Date”).

1. Definitions

• Platform: OnCater’s online corporate catering marketplace at oncater.com and its related portals.
• Customer: any person or company that places an Order through the Platform.
• Order: a catering order placed through the Platform and accepted by Restaurant.
• Order Subtotal: the price of food, beverages and Restaurant items in an Order, before taxes, delivery fees, tips and OnCater service fees.
• Corporate Account: a Customer account approved by OnCater to pay by invoice.
• Restaurant Portal: the online portal where Restaurant manages menus, Orders and payouts.
• Platform Policies: the policies OnCater publishes for restaurants, as updated under Section 9.4.

2. Relationship and Listings

2.1 Role of OnCater. OnCater provides the Platform, markets Restaurant to Customers, processes Customer payments, and coordinates Orders. Restaurant prepares, packages and, where applicable, delivers and serves the food. Restaurant is solely responsible for the food and services it provides.

2.2 Independent contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, franchise, employment or agency relationship. Restaurant controls its own staff, kitchen, recipes and methods.

2.3 Menus and pricing. Restaurant sets its menu items, prices, minimum order amount, lead times, service area and delivery fee (between $0 and $35, or as the Platform allows). Restaurant must keep this information accurate and current in the Restaurant Portal, including ingredients and allergen information. Price changes do not affect Orders already accepted.

2.4 Listing review. OnCater may review, edit for format, pause or remove any listing that is inaccurate, misleading, unsafe or in breach of this Agreement.

3. Orders, Fulfillment and Cancellations

3.1 Acceptance. Restaurant must accept or decline each Order within 2 hours of receiving it through the Restaurant Portal. Once accepted, Restaurant must fulfill the Order exactly as confirmed: items, quantities, date, time, location and special instructions.

3.2 Changes. Customer changes (guest count, menu, time) are binding only after Restaurant confirms them in the Platform. Restaurant will not agree to changes, extra charges or side deals with Customers outside the Platform.

3.3 Customer cancellations. Customers may cancel without charge up to 24 hours before the scheduled delivery or pickup time. For cancellations within 24 hours, the Customer is charged 20% of the Order Subtotal, and Restaurant receives that amount, less the Commission.

3.4 Restaurant cancellations and failures. Restaurant must notify OnCater immediately if it cannot fulfill an accepted Order. If Restaurant cancels within 48 hours of the event, delivers late by more than 30 minutes, or delivers an incomplete or materially incorrect Order:

1. OnCater may refund the Customer in full or in part, and the refund amount is deducted from Restaurant’s payouts.
2. If OnCater must arrange a replacement caterer, Restaurant is responsible for the reasonable extra cost of the replacement, up to the Order Subtotal.
3. Repeated failures (3 in any 90-day period) are grounds for suspension or termination under Section 9.

3.5 Exceptions. Section 3.4 does not apply to failures caused by the Customer, by OnCater, or by events outside Restaurant’s reasonable control (Section 10.3).

4. Delivery

4.1 Delivery options. For each Order, Restaurant may (a) deliver with its own drivers, or (b) request delivery through OnCater’s DoorDash integration, which creates a delivery request automatically.

4.2 Own drivers. When Restaurant uses its own drivers, Restaurant is solely responsible for them, including their pay, conduct, vehicles, auto insurance and compliance with law. Restaurant pays its drivers directly and keeps the full Customer delivery fee for that Order.

4.3 DoorDash deliveries. When Restaurant requests DoorDash delivery, Restaurant must have the Order packaged, labeled and ready at the pickup time. For each DoorDash delivery, OnCater deducts a delivery charge of $35 from Restaurant’s payout for that Order. The Customer delivery fee set by Restaurant is paid to Restaurant. Delivery by DoorDash is subject to DoorDash’s own terms, and OnCater does not guarantee DoorDash’s performance. Restaurant remains responsible for food quality, accuracy and packaging up to the moment of handoff.

4.4 Setup and service. If an Order includes setup, staffing or on-site service, Restaurant is responsible for that service and its personnel.

5. Fees, Payments and Chargebacks

5.1 Commission. Restaurant pays OnCater a commission of 15% of the Order Subtotal of each completed Order (the “Commission”). The Commission is not charged on sales tax or on tips, which pass to Restaurant in full.

5.2 Collection. OnCater collects all Customer payments, by credit card or, for Corporate Accounts, by invoice. Restaurant authorizes OnCater to act as its limited payment collection agent: a Customer’s payment to OnCater satisfies the Customer’s obligation to Restaurant for that Order. Restaurant will not bill or collect from Platform Customers directly for Platform Orders.

5.3 Payouts. OnCater pays Restaurant the Order Subtotal, plus taxes, tips and any delivery fee due to Restaurant, minus the Commission, refunds, chargebacks and other amounts owed under this Agreement. Payouts are made every 15 days by ACH for Orders completed in the prior period, with a statement showing each deduction.

5.4 Corporate Accounts (Net 30). For Orders paid by invoice, OnCater pays Restaurant in the first regular payout after the Corporate Account pays the invoice. OnCater will make reasonable efforts to collect overdue invoices. OnCater approves Corporate Accounts at its discretion.

5.5 Refunds. OnCater may issue refunds or credits to Customers for Orders that are late, incomplete, incorrect, unsafe or not as described. Refunds caused by Restaurant are deducted from Restaurant’s payouts. OnCater bears refunds it issues for reasons not caused by Restaurant.

5.6 Chargebacks. If a Customer disputes a charge, Restaurant will provide evidence (photos, delivery confirmation, communications) within 5 business days of OnCater’s request. Chargebacks and related fees that result from Restaurant’s performance are deducted from Restaurant’s payouts. OnCater bears chargebacks caused by fraud it failed to screen or by OnCater’s own error.

5.7 Set-off and negative balance. OnCater may set off amounts Restaurant owes against future payouts. If deductions exceed payouts for 60 days, Restaurant will pay the balance within 15 days of invoice.

5.8 Taxes. Where the law requires OnCater, as a marketplace facilitator, to collect and remit sales or meals taxes on an Order, OnCater will do so and Restaurant will not collect or remit those taxes again. Otherwise, Restaurant is responsible for collecting and remitting taxes on its sales. Each party is responsible for its own income taxes. OnCater may issue Form 1099-K or other forms as required by law.

5.9 Fee changes. OnCater may change the Commission or fees on 30 days’ written notice. Restaurant may terminate without penalty before the change takes effect.

6. Food Safety, Licenses and Insurance

6.1 Compliance. Restaurant will hold and keep current all licenses and permits needed to prepare, sell, cater and deliver food, and will comply with all applicable food safety, health, labor and consumer laws.

6.2 Allergens and special requests. Restaurant is responsible for the accuracy of its ingredient and allergen information. Restaurant will only accept an allergy or dietary request it can safely meet, and will label those items clearly. If Restaurant cannot meet a request, it must decline or notify OnCater before accepting the Order.

6.3 Food safety incidents. Restaurant will notify OnCater within 24 hours of any complaint of illness, injury, foreign object or allergic reaction involving a Platform Order, any recall, and any health inspection closure or suspension. Restaurant will cooperate in any investigation. OnCater may pause Restaurant’s listing while a credible food safety concern is open.

6.4 Insurance. Restaurant will maintain, at its own cost, with insurers rated A- or better:

• Commercial general liability, including products and completed operations: at least $1,000,000 per occurrence and $2,000,000 aggregate.
• Commercial auto liability for any owned or hired vehicles used for deliveries: at least $1,000,000 combined single limit.
• Workers’ compensation as required by law.
• Liquor liability, if serving alcohol.

Restaurant will name OnCater as an additional insured on its general liability policy where available, provide a certificate of insurance before its first Order, and notify OnCater within 10 days of cancellation or material change.

7. Content, Reviews and Customer Relationships

7.1 License to Restaurant content. Restaurant grants OnCater a non-exclusive, royalty-free license during the term to use Restaurant’s name, logos, trademarks, menus and photos to list Restaurant on the Platform and to market the Platform. Restaurant confirms it owns or has rights to that content. Restaurant keeps ownership of its content, and the license ends 30 days after termination, except for materials already printed or archived.

7.2 OnCater marks. Restaurant may describe itself as an “OnCater partner” and use OnCater’s logo only as OnCater approves in writing.

7.3 Reviews. Customers may post honest reviews. Restaurant will not post, buy, or offer incentives for reviews of itself or competitors, and will not pressure Customers to change reviews. OnCater may remove reviews that violate its policies, but not because they are negative.

7.4 Customer data. Customer information received through the Platform belongs to OnCater and may be used by Restaurant only to fulfill Orders. Restaurant will keep it confidential, protect it with reasonable security, and not sell it or add it to marketing lists without the Customer’s consent. See our Privacy Policy.

7.5 Non-circumvention. During the term and for 12 months after, Restaurant will not knowingly solicit a Customer first introduced through the Platform to place catering orders directly with Restaurant to avoid the Commission. This does not restrict Customers who were Restaurant’s customers before using the Platform, or Customers who contact Restaurant on their own initiative.

7.6 Confidentiality. Each party will keep the other’s non-public business information, including pricing and Commission terms, confidential.

8. Indemnification and Liability

8.1 By Restaurant. Restaurant will defend, indemnify and hold harmless OnCater and its owners, officers and employees from third-party claims, losses, fines and reasonable attorneys’ fees arising from: (a) food or services Restaurant provides, including illness, injury or allergic reaction; (b) Restaurant’s drivers, staff or on-site service; (c) Restaurant’s breach of this Agreement or violation of law; or (d) Restaurant content that infringes a third party’s rights.

8.2 By OnCater. OnCater will defend, indemnify and hold harmless Restaurant from third-party claims arising from: (a) OnCater’s breach of this Agreement or violation of law; (b) a security breach of the Platform caused by OnCater; or (c) Platform software that infringes a third party’s intellectual property.

8.3 Procedure. The indemnified party will give prompt written notice, allow the indemnifying party to control the defense, and cooperate reasonably. No settlement that admits fault for, or imposes obligations on, the indemnified party may be made without its consent. Each party’s indemnity is reduced to the extent the other party caused the loss.

8.4 Limitation of liability. Except for indemnification obligations, breach of confidentiality, amounts owed under Section 5, and gross negligence or willful misconduct: (a) neither party is liable for indirect, consequential, special or punitive damages or lost profits; and (b) each party’s total liability under this Agreement is limited to the Commissions paid or payable in the 12 months before the claim. These limits apply only as far as the law allows.

8.5 Platform availability. OnCater will use reasonable efforts to keep the Platform available but does not guarantee uninterrupted operation or any minimum number of Orders.

9. Term and Termination

9.1 Term. This Agreement starts on the Effective Date and continues until terminated.

9.2 Termination for convenience. Either party may terminate on 30 days’ written notice.

9.3 Suspension and termination for cause. OnCater may suspend Restaurant’s listing immediately, or terminate on written notice, if Restaurant: has a credible food safety incident; loses a required license or insurance; commits fraud; materially breaches this Agreement and does not cure within 10 days of notice; or has repeated failures under Section 3.4. Restaurant may terminate on written notice if OnCater materially breaches and does not cure within 10 days.

9.4 Policy changes. OnCater may update Platform Policies on 15 days’ notice through the Restaurant Portal or by email. Changes to the Commission follow Section 5.9.

9.5 Effect of termination. Restaurant will fulfill accepted Orders scheduled before the termination date unless OnCater agrees otherwise. Final payouts, net of amounts owed, are made on the next regular payout date after the last Order, subject to a 60-day reserve for refunds and chargebacks. Sections 5, 6.4 (for claims during the term), 7.4–7.6, 8 and 10 survive.

10. Disputes and Miscellaneous

10.1 Governing law and venue. This Agreement is governed by the laws of the Commonwealth of Virginia. The parties will first try to resolve any dispute by good-faith discussion for 30 days. Any lawsuit will be brought in the state or federal courts serving Fairfax County, Virginia.

10.2 Notices. Notices must be in writing. OnCater may send notices to the email address in Restaurant’s account or through the Restaurant Portal. Restaurant must send notices to legal@oncater.com, with a copy by mail to the address below for notices of breach or termination. Restaurant must keep its contact information current.

10.3 Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, such as severe weather, natural disasters, power or internet outages, government orders or public health emergencies. The affected party must notify the other promptly.

10.4 Entire agreement. This Agreement and the Platform Policies are the entire agreement between the parties about the Platform and replace prior agreements on that subject. In case of conflict, this Agreement controls.

10.5 Other. Restaurant may not assign this Agreement without OnCater’s written consent; OnCater may assign it to a successor in a merger or sale of its business. If any provision is unenforceable, the rest remains in effect. No waiver is effective unless written. This Agreement may be accepted electronically.

11. Electronic Acceptance

11.1 Acceptance. Restaurant accepts this Agreement by checking the acceptance box and submitting the Restaurant Partner Application, or by listing menu items or accepting Orders on the Platform. Electronic acceptance has the same effect as a handwritten signature under the federal E-SIGN Act and the Virginia Uniform Electronic Transactions Act.

11.2 Records. OnCater keeps a record of each acceptance, including the business name, the name and email of the person accepting, the date and time, and the version of this Agreement accepted. Restaurant may request a copy at any time.

11.3 Version. Version 1.0. Updated versions apply as described in Sections 5.9 and 9.4.

Contact Us

OnCater LLC
Attn: Legal Department
11750 Fair Oaks Mall, Unit M123
Fairfax, Virginia 22033
Email: legal@oncater.com
Phone: 1-888-669-1292

See also: Terms & Conditions · Privacy Policy · Benefits for restaurants