🌐 External Model Agreement

1. Model Overview

Under the External Model, the customer places the order on the RESTAURANT's own website or point-of-sale system. Big Asere provides delivery only — orders are relayed to Big Asere, and a Big Asere driver completes the delivery.

2. Commission & Fees

• Commission: Big Asere charges a commission between 6% and 15% (as agreed for this restaurant) on the base food price of each delivered order, plus a per-order delivery fee. NO markup is added to menu prices under this model — the restaurant retains full control of menu pricing on its own system.
• Billing: Because the customer pays for the food on the restaurant's own system, the External commission is NOT deducted at the time of sale. It is accrued and billed to the restaurant as a monthly invoice / account receivable.
• Delivery fee & tips: The delivery fee is never subject to commission or markup. 100% of customer tips collected for delivery go to the Big Asere driver.

3. Responsibilities

• Restaurant: Solely responsible for ORDER ACCURACY, pricing, payment collection on its own system, food quality, food safety, and allergen information.
• Big Asere: Responsible ONLY for the delivery — picking up the prepared order and delivering it to the customer.

4. Required Documents

• Valid business license and food service permit
• Current health department inspection certificate
• W-9 and banking details for delivery-fee settlement

5. Indemnification

The Restaurant indemnifies and holds harmless Abraham Oviedo Services, LLC from any claims arising from order accuracy, pricing, payment processing on its system, food quality, or food safety. Big Asere's responsibility is limited to the delivery leg.

6. Limitation of Liability

Big Asere's total cumulative liability shall not exceed the total delivery fees and commission paid in the 3 months preceding the claim. No liability for indirect, incidental, or consequential damages.

7. Force Majeure

Neither party is liable for failure to perform due to events beyond reasonable control, including weather, natural disasters, traffic, labor disputes, utility or network failures, or governmental action.

8. Termination

Either party may terminate with 30 days' written notice. Big Asere may suspend immediately for breach, fraud, food-safety violations, or expired required documents.

9. Parties, Relationship, Insurance, Food Safety & Data

• Parties & definitions: This Agreement is between Abraham Oviedo Services, LLC DBA Big Asere ("Big Asere," "Company") and the restaurant or food business that accepts it ("Restaurant," "Partner").
• Independent businesses: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, franchise, or agency relationship. Neither party may bind the other. The Restaurant's staff and drivers are NOT employees or agents of Big Asere.
• Insurance & licensing: The Restaurant must maintain all required licenses and permits (business license, health/food-service permit, food-handler certification) and adequate general and product liability insurance. Expired or revoked documents result in AUTOMATIC suspension until cured.
• Food safety, allergens & packaging: The Restaurant is solely responsible for food safety, temperature control, allergen and nutritional accuracy, and food-borne illness. The Restaurant must package orders securely for transport. Big Asere is NOT responsible for food preparation, allergens, or illness.
• Data protection (NDPA 2025): Each party complies with the Nebraska Data Privacy Act (Neb. Rev. Stat. § 87-97 et seq.). Customer personal data shared for fulfillment may be used ONLY to complete the Order.
• Disclaimer of warranties: The Platform is provided "AS IS" and "AS AVAILABLE" without warranties of any kind beyond those that cannot be excluded by law.

10. Intellectual Property, Confidentiality & General Provisions

• Prohibited items / No alcohol: The Restaurant will NOT offer through Big Asere any alcohol, tobacco, vaping products, cannabis, or age-restricted goods. The Restaurant is responsible for excluding such items from any order it sends to Big Asere for delivery. If an order is found to contain prohibited items, Big Asere may cancel it without liability. Repeated violations are grounds for termination of this Agreement.
• Intellectual property & brand license: Big Asere owns the "Big Asere" name, logo, Platform and content. The Restaurant grants Big Asere a non-exclusive, royalty-free license to use its name, logo, photos and menu; this license ends on termination.
• Confidentiality: Commission rates, markups and other negotiated terms are confidential except as required by law.
• Term & renewal: Begins on acceptance and renews automatically month-to-month until terminated.
• Modifications & notice: Big Asere may modify this Agreement or rates with at least 7 days' written notice; continued use is acceptance.
• Binding arbitration; class-action & jury-trial waiver: Disputes are resolved by binding individual arbitration (AAA) in Nebraska. The parties WAIVE any right to a jury trial and to any class or representative action.
• Statute of limitations: Any claim must be filed within ONE (1) YEAR after it arises, or it is permanently barred.
• Assignment: The Restaurant may not assign without consent; Big Asere may assign to a successor or affiliate.
• Severability: If any provision is unenforceable, the rest remains in force.
• Entire agreement: This Agreement and referenced policies are the entire agreement and supersede prior understandings.
• Notices: Notices are given by email to support@bigasere.com and to the Restaurant's email on file.
• Waiver: A failure to enforce a provision is not a waiver.
• Survival: Indemnification, limitation of liability, confidentiality, arbitration and payment obligations survive termination.
• No third-party beneficiaries: This Agreement benefits only the parties.
• Electronic signature & acceptance: Accepting on the Platform constitutes a binding electronic signature under the E-SIGN Act and Nebraska's UETA.

11. Governing Law

Governed by the laws of the State of Nebraska. Disputes follow our Dispute Resolution Policy, with venue in Lincoln County, Nebraska.