Kitchen Rules for Sellers

SAPi is an open marketplace where you can sell your baked, cooked, and prepared meals to buyers within your community. It is our goal that you have a positive experience on SAPi. Please read about your rights as well as our expectations for you as a Seller.

Table of Contents

  • 1. Seller Obligations
  • 2. Item Responsibility
  • 3. Use Restrictions
  • 4. Item Restrictions
  • 5. Fees & Taxes
  • 6. Appointment of Limited Payment Collection Agent
  • 7. Contact Information

1. Seller Obligations

Sellers will make items available for purchase through the App (“Available Items”) and ensure the Available Items menu is accurate. Sellers will prepare, handle, store, label, and package all items in accordance with applicable laws and regulations, including without limitation all laws, rules, and regulations governing time or temperature controls required for food safety (“Food Safety Standards”).

Sellers will determine any quality, portion, size, ingredient, or other criteria that apply to Items (“Criteria”) and the Seller is responsible for ensuring that all Items meet the applicable criteria. If the Seller fails to prepare or supply Items in accordance with Food Safety Standards or if any item fails to meet the Criteria (each, a “Substandard Item”), SAPi may, in its sole discretion, remove such Item from the App. Sellers represents and warrants that all nutritional information for Items, including calorie count or allergen information, that is made available through the App is, and at all times will remain, accurate. In addition, Sellers will ensure that the contents of its menu include each Items Criteria (including any notifications about ingredients, nutritional information, allergen information, etc. are accurate and comply with all applicable laws and regulations.

2. Item Responsibility

Sellers shall be responsible for any reimbursement costs related to Customer refunds for Substandard Items or other related issues within Sellers’ control (including any costs associated with retrieving any such Substandard Items or otherwise unsatisfactory Item(s), if applicable)), including by way of example, missing or incomplete Items, Items not cooked thoroughly, and Items not prepared in accordance with Sellers’ internal standards. SAPi may, in its sole discretion, deduct reimbursement costs from the payment SAPi remits to Seller. Any questions regarding disputes should be emailed to legal@SAPi.app.

3. Use Restrictions

In connection with the access to and use of the Services, Sellers will not (and will not allow any third party to):

  • A. Reverse engineer or attempt to discover any source code or underlying ideas or algorithms used to provide the Services (except to the extent applicable law prohibits reverse engineering restrictions);
  • B. Provide, lease, lend, disclose, or otherwise use or allow others to use, in each case, for the direct benefit of any third party, the Services (except as otherwise authorized by SAPi);
  • C. Process or use, or allow the transfer, transmission, export, or re-export of any software or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department’s Office of Foreign Assets Control, or any other government agency. Sellers will not (and will not allow any third party to) use the Services or any other transactional, operational, performance, or other data or information that is related to the sale of Items to Customers through the App to directly or indirectly compete with SAPi or its Services.

4. Item Restrictions

The following restricted items may not be featured or sold via the App:

  • A. people or animals of any size
  • B. illegal items
  • C. fragile items
  • D. dangerous items (like weapons, explosives, flammables, etc.)
  • E. stolen goods
  • F. items containing endangered species or any items that the Seller does not have permission to offer. SAPi may remove from—or otherwise limit users’ ability to post to—a Seller’s menu any Items SAPi deems prohibited or inappropriate in its sole discretion.

5. Fees & Taxes

Calculation. SAPi will deduct applicable fees (“Fees”) from Item Revenue remitted to Seller as further described herein. SAPi will remit to the Seller the total Retail Price collected for all Items Seller sells via the App (including any Sales Taxes collected on its behalf) less:

  • A. Applicable retained Fees; and
  • B. Any refunds given to Customers for Substandard Items (such final remitted amount being “Item Revenue”). All Item Revenue that is duly owed to Seller will be remitted within fourteen (14) business days of the sale of the item.

If required by applicable law or regulation, SAPi may adjust the Fee. Such adjustments may require adjustments to remittances of Item Revenue owed to Seller. Such adjustment may apply only to certain Items. SAPi or its affiliates will deduct the Fee from the payment SAPi collects on Sellers’ behalf. SAPi reserves the right to suspend a Seller’s ability to make Items available for purchase by users through the App if the Seller’s account is in arrears. All Fees under this Agreement will be paid in U.S. Dollars.

Service Fee. The Retail Price (as defined below) of all Items that Sellers sell via the App (excluding any Sales Tax collected on Seller’s behalf) multiplied by the applicable fee percentage for the Sales Channel used to sell each such Item (“Services Fee”). Seller agrees to pay SAPi such Services Fee in consideration for on-demand lead generation services, connecting Seller’s Items to users, order processing (which may be referred to independently as the “Order Processing Fee”), marketing advertising and promotional services, and operational and other support related services.(Unless 1) otherwise displayed in the Services or agreed to by the parties or; 2) modified by the requirement of applicable laws or regulations, the Fee shall be calculated as follows:

FULL-SERVICE SALES CHANNEL (ALSO REFERRED TO AS MARKETPLACE SALES CHANNEL): SAPi will charge Seller a fee percentage of 18% for each Item sold via the App through the Full-Service Sales Channel.

Taxes.SAPi Services connect you with users who wish to purchase your Items. You are the “Seller” of all Items to be made available for sale via the App. As such, you are responsible for determining and setting the retail price for each Item (the “Retail Price”). You are also responsible for the collection and remittance of all applicable Sales Taxes, where required under applicable law. The term “Sales Tax” includes any sales, sellers use, transaction privilege, privilege, general excise, gross receipts, food & beverage, and similar transaction taxes, as well as any bottle, bag, plastic, or other similar fees. For the sake of clarity, the Retail Price for each Item excludes separately stated Sales Taxes.

Sellers hereby authorize SAPi to collect applicable Sales Taxes on Seller’s behalf based on information (including, without limitation, Item descriptions and Additional Information) provided by Seller to SAPi through the Services or in a manner as otherwise agreed to by the Parties. The Services functionality may be based on interpretations of federal, state, and local laws and regulations and information provided by taxing authorities. Seller’s use of the Services, including any communications with SAPi, in no way, constitutes the provision of legal or tax advice.

While the Services provide a means to apply Sales Taxes to transactions, Services may not currently support Sales Tax configurations applicable to certain items which you desire to sell via the App. In such cases, SAPi retains sole discretion regarding whether you may offer such items for sale via the App. SAPi may from time to time give Seller notice of certain Items or Item categories that are not supported by the Services and must be removed from the App (“Unsupported Items”). Seller hereby agrees to comply with such notice, provided that if Seller does not comply, Sellers shall be solely responsible for all risk of loss associated with the continued sale of such Unsupported Items. Seller shall promptly notify SAPi if it believes any charges (or lack of charges) for Sales Taxes were erroneous or inaccurate. If Sales Taxes charged by Seller are not in accordance with (or in violation of) any law or regulation, SAPi expressly reserves the right to, upon prior notice to Seller, remove affected Items from Seller’s menu on the App and/or deactivate Seller from the App.

Certain legislation, commonly known as “marketplace facilitator” laws (“Marketplace Facilitator Laws”) may require SAPi to collect and remit Sales Taxes directly to the taxing authority. In jurisdictions with Marketplace Facilitator laws in effect that are applicable to SAPI due to this Agreement (each a “Marketplace Facilitator Jurisdiction” beginning the effective date of such legislation), SAPi may determine, as of a date specified by SAPi (“Switchover Date(s)”), the amount of applicable Sales Tax which SAPi will collect and remit to the taxing authority based on Item descriptions and Additional Information provided by Seller. For the avoidance of doubt, for each Marketplace Facilitator Jurisdiction:

  • A. SAPi will continue to collect Sales Taxes on behalf of, and remit such amounts to, Seller until the applicable Switchover Date and
  • B. Beginning on the applicable Switchover Date, any covered Sales Taxes will be collected by SAPi and remitted to the applicable tax authority on SAPi’s own account, and not on behalf of Seller.

6. Appointment of Limited Payment Collection Agent

Seller is solely responsible for providing SAPi with and maintaining, accurate bank account information. Seller hereby appoints SAPi and its affiliates, as the case may be, as Seller’s limited payment collection agent solely for the purpose of:

A. Accepting payment of the Retail Price of Items sold by Seller via the App plus any applicable Sales Tax collected on Seller’s behalf, via the payment processing functionality facilitated by the Tools, and

B. Remitting the Retail Price plus Sales Tax collected on Seller’s behalf less the retained Fee and, if applicable, any refunds given to Customers on behalf of Seller (“Item Revenue”).

If reasonable, SAPi may adjust the remittance of Item Revenue collected on Seller’s behalf. SAPi and its affiliates reserve the right to collect any amounts in connection with such adjustments via a deduction from the remittance of Item Revenue collected on Seller’s behalf, by debiting the payment method or Seller’s bank account on record, or otherwise seeking reimbursement from Seller by any lawful collection methods available.

Seller authorizes SAPi and its affiliates to use any or all of the above methods to seek such adjustments and reimbursements. In more serious situations, such as fraud (including any charges for Items that users did not place) or user complaints, SAPi and its affiliates reserve the right to cancel a payment entirely. By agreeing to these terms, Seller gives SAPi and its affiliates express consent to adjust payments collected on Seller’s behalf as set forth in this Section. Further, Seller agrees that payment collected on its behalf by SAPi, or its affiliates will be considered the same as payment made directly to Seller. Seller agrees that if Seller does not receive payment from SAPi or its affiliates, Seller’s only recourse will be against SAPi and its affiliates.

7. Contact Information

Please contact us with any questions, comments, or to report a violation of these Kitchen Rules for Sellers:

legal@SAPi.app