Founding Kitchen Pilot Terms v1.0 · Effective October 8, 2026
Effective: October 8, 2026 Document version: Founding Kitchen Pilot Terms v1.0
These Terms are incorporated into the NYAMM Founding Kitchen Pilot Agreement v1.0. NYAMM, a food discovery and commerce platform operated by Perpetual Holdings LLC ("NYAMM"), and the food operator identified in that Agreement ("Kitchen") agree to these Terms.
NYAMM is Perpetual Holdings LLC, operator of the NYAMM food discovery and commerce platform at https://nyamm.food. NYAMM notices: hello@nyamm.food.
Kitchen is the food business identified in the Agreement and Schedule A.
NYAMM and Kitchen are individually a "Party" and collectively the "Parties." Kitchen's legal operating name, business address, payout choice (bank or Lynk), and authorised representative details are completed in Schedule A before launch.
2.1. The purpose of the pilot is to evaluate whether NYAMM can create additional economic value for Kitchen by connecting food media, creator activity, discovery, recommendations, and other NYAMM activities to food purchases.
2.2. The pilot will focus on:
2.3. The pilot is an evaluation of the commercial model. NYAMM does not guarantee a minimum number of orders, customers, sales, or profits. Extra orders are not unlimited. Kitchen sets how many it can take (Section 2.5).
2.4. Neither Party is required to continue beyond the pilot unless both Parties agree in writing.
2.5. Extra order limit means what Kitchen declares in NYAMM Kitchen about how much extra demand it can handle from NYAMM (creators, app, recommendations). That includes open hours, menu items, sold-out items, prep capacity, pauses, and max extra orders per window or day where the app supports it.
2.6. Extra order means a NYAMM checkout order treated as NYAMM-introduced demand under Section 5 (not Kitchen's own WhatsApp, walk-in, or own-link crowd). Qualifying NYAMM-Generated Food Sales (Section 4) is the legal name for the food subtotal NYAMM charges commission on for those extra orders.
3.1. The pilot begins on the Effective Date and continues for 30 consecutive calendar days, unless terminated earlier under these Terms.
3.2. The Parties will agree on the date Kitchen's offerings become available to customers through NYAMM. This date will be recorded as the launch date in Schedule A.
3.3. Before launch, Kitchen must complete Schedule A and publish an accurate menu, prices, hours, and fulfillment settings in NYAMM Kitchen. Standard payment, settlement, refund, and attribution rules in these Terms apply without separate negotiation.
3.4. Any extension must be agreed in writing, including the revised end date and any changes to the commercial terms.
4.1. Kitchen pricing. Kitchen sets its own food prices and is responsible for accurate pricing and availability information. NYAMM will not change Kitchen's food prices without authorisation.
4.2. Commission rate. NYAMM earns 10% on extra orders (Qualifying NYAMM-Generated Food Sales below).
4.3. Qualifying NYAMM-Generated Food Sales (plain language: extra order food sales) means the net food subtotal (JMD) on completed, paid NYAMM checkout extra orders under Section 5, after adjustments in Section 11.
4.4. The commission base excludes delivery fees, tips, taxes separately charged to customers, cancelled or unfulfilled orders, and refunded food amounts. For partial refunds, commission applies only to the food subtotal Kitchen retains. For Kitchen-funded discounts, commission applies to the discounted food subtotal. For NYAMM-funded discounts, commission applies to the net amount Kitchen receives for qualifying food. Chargebacks and payment reversals reverse the corresponding commission and Kitchen proceeds.
4.5. Your own orders. Orders from Kitchen's own crowd (WhatsApp, walk-in, Kitchen link, and other Kitchen-sourced demand in Section 5.7) are not charged the 10% pilot commission just because Kitchen is on NYAMM.
4.6. Creator costs. Kitchen will not be charged an additional creator commission or campaign fee by NYAMM unless Kitchen separately agrees to that cost in writing before the relevant activity begins.
4.7. Other fees. No onboarding fee, subscription fee, listing fee, or additional platform fee is payable under this pilot unless expressly agreed in a written amendment or stated in Section 4.9.
4.8. Each Party remains responsible for its own operating costs except where the Parties expressly agree otherwise in writing.
4.9. NYAMM Fleet bundle (founding pilot). On completed, paid extra orders where checkout includes delivery fulfilled through NYAMM Fleet (Kitchen's linked fleet or a NYAMM fulfillment partner on that order):
1. NYAMM earns 5% of the net delivery fee the customer paid for that order (tips excluded). 2. This 5% is the founding fleet bundle for that delivery. NYAMM does not apply a separate NYAMM Fleet operator per-delivery charge on the same merchant checkout delivery. 3. Pickup and dine-in extra orders have no fleet fee under this Section; Section 4.2 (10% on food) still applies to qualifying food sales.
4.10. Standalone fleet operators (couriers not party to this Kitchen pilot Agreement) remain subject to NYAMM Fleet operator terms and wallet billing where applicable.
5.1. Your own order and extra order are not the same thing for commission. Pilot reports may also estimate how many orders were truly "extra" (Section 5.4). That estimate is for learning, not for guessing commission.
5.2. Attributed order means platform records show NYAMM or a creator helped the customer find this Kitchen (link, app, campaign, referral, or similar).
5.3. New customer means someone who has not bought from this Kitchen before, based on what NYAMM lawfully knows. If unknown, NYAMM records unknown instead of guessing.
5.4. Extra order (estimate) means an order NYAMM reasonably believes came from the pilot and likely would not have happened without NYAMM during that period. Reports use this label separately from commission math.
5.5. A customer can use NYAMM to order even if they would have ordered anyway. Commission still follows Section 5.7, not the extra-order estimate alone.
5.6. Commission applies to completed, paid orders under Section 5.7. NYAMM does not claim every attributed order is proven incremental.
5.7. Who pays 10% (pilot). At order time:
1. Customer already completed an order from this Kitchen on NYAMM → your own order (0% pilot commission on food). 2. Else they came from Kitchen's tracked link or Kitchen session → your own order (0%). 3. Else NYAMM, creator, campaign, or referral sent them → extra order (10% on food subtotal). 4. Else not sure → treat as extra order (10%) until records show your own order.
Another kitchen's link does not change this Kitchen's classification.
5.8. NYAMM may ask customers how they heard about the food. Answers help reporting but do not override platform records for commission.
5.9. Neither Party calls every NYAMM order a proven extra order in marketing. Reports separate hard numbers from estimates.
5.10. The Parties may agree to a more rigorous comparison method, including a baseline comparison or controlled test, if the available data and operating conditions make such a test practical.
NYAMM will:
6.1. Make reasonable efforts to configure and operate the agreed Kitchen listing, food media, discovery surfaces, and order flow for the pilot.
6.2. Make reasonable efforts to promote discovery of Kitchen through the agreed pilot activities.
6.3. Maintain available records of NYAMM-generated orders and their attribution sources.
6.4. Provide Kitchen with a pilot summary covering available order, sales, customer, and attribution metrics.
6.5. Collect and settle customer payments in accordance with Section 11 (Customer payments and settlement).
6.6. Communicate material issues affecting the order flow or pilot operation to Kitchen within a reasonable time.
6.7. Use Kitchen's name, menu information, logo, and approved food media only as permitted under Section 9.
6.8. Handle customer information in accordance with applicable law and Section 14 (Customer data and confidentiality).
6.9. Avoid representing that Kitchen has guaranteed availability, delivery coverage, or service standards that Kitchen has not confirmed.
6.10. Promote Kitchen and send extra orders only when Kitchen's extra order limit says items and time slots are open.
6.11. Not require Kitchen to accept unlimited orders. Discovery and creator activity will respect Kitchen's declared caps where NYAMM has implemented those controls.
Kitchen will:
7.1. Provide accurate menu descriptions, food prices, product availability, operating hours, and other information reasonably required for the pilot.
7.2. Prepare food in accordance with applicable food-safety requirements and maintain any licences, permits, registrations, or approvals required for its operations.
7.3. Accept or reject orders through NYAMM Kitchen (or the auto-accept settings Kitchen enables) and promptly notify NYAMM when an item is unavailable or an order cannot be fulfilled.
7.4. Prepare accepted orders to the agreed specifications and within the estimated preparation time communicated to the customer.
7.5. Notify NYAMM promptly of material delays, substitutions, stock shortages, closures, or other operational issues that may affect customers.
7.6. Cooperate reasonably with order verification, customer complaints, refunds, and the review of pilot results.
7.7. Provide relevant order and customer-history information where reasonably necessary for attribution or settlement, subject to applicable privacy and data-protection requirements.
7.8. Ensure that information, images, logos, and other materials it supplies to NYAMM are accurate and that it has the necessary rights or permissions to authorise their use.
7.9. Not knowingly misclassify NYAMM-generated demand as independently generated Kitchen demand, or misclassify existing Kitchen demand as NYAMM-generated demand.
7.10. Maintain an accurate extra order limit in NYAMM Kitchen: items, hours, unavailability, prep capacity, pauses, and max extra orders per window or day where enabled.
7.11. Update limits when at capacity, out of stock, or closed. Kitchen may reject, pause, or stop NYAMM orders it cannot fulfill in good faith.
7.12. Creator and NYAMM activity may increase order volume. Kitchen is not required to accept every order. NYAMM will not route orders Kitchen marked unavailable, provided Kitchen keeps settings reasonably current.
8.1. This section aligns with Founding Creator Terms Section 10: Kitchen declares how much extra demand it can accept beyond its normal operations.
8.2. Kitchen controls caps in NYAMM Kitchen (accept, reject, pause, mark items unavailable). Schedule A may note initial caps; live Kitchen settings govern day-to-day operation.
8.3. NYAMM will use reasonable efforts not to route customers or creators to food or time slots Kitchen marked closed, where the platform supports those controls.
8.4. Commission and settlement apply to completed, paid extra orders Kitchen accepts. Not views, clicks, or checkout attempts blocked by declared capacity.
8.5. If Kitchen repeatedly accepts orders it cannot fulfill, or leaves the listing open when persistently unavailable, NYAMM may pause discovery or end the pilot under Section 17 after notice where practicable.
8.6. Lawful rejection or pausing within the declared extra order limit is not a breach if menu data and limits were reasonably accurate.
9.1. Each Party retains ownership of its pre-existing intellectual property, including trademarks, logos, software, photographs, videos, written materials, and other content.
9.2. Kitchen grants NYAMM a limited, non-exclusive, royalty-free permission during the pilot to use Kitchen's name, logo, approved menu information, and materials supplied or approved by Kitchen for the purposes of listing, promoting, and facilitating orders from Kitchen through NYAMM.
9.3. The permission in Section 9.2 does not transfer ownership of Kitchen's intellectual property to NYAMM.
9.4. Kitchen will identify any supplied materials that may not be used for paid advertising, edited content, or third-party creator distribution. Any such use requires separate approval where applicable.
9.5. NYAMM may include Kitchen in standard pilot promotion on NYAMM and agreed channels using approved assets. Paid advertising, edited campaign assets beyond standard listing treatment, or creator production paid by Kitchen require Kitchen's prior written approval, including fees and usage scope.
9.6. Neither Party may make material claims or promises on behalf of the other Party without authorisation.
9.7. Upon termination, NYAMM will cease new promotional use of Kitchen's materials within a reasonable period, subject to outstanding orders, legal obligations, recordkeeping, and any separately agreed continuing permissions.
10.1. Fulfillment follows the methods Kitchen enables in NYAMM Kitchen (for example pickup, delivery, or handover) and what the checkout flow displays to the customer.
10.2. Kitchen is responsible for preparing accepted orders and meeting the prep and handover times shown to customers.
10.3. Delivery. Where delivery is offered, responsibility follows the label at checkout: Kitchen-operated delivery, customer pickup, or a NYAMM fulfillment partner where enabled. Delivery fees are separate from the food commission base.
10.4. Kitchen must keep delivery coverage, fees, and availability accurate in Kitchen settings. Failed delivery, late delivery, and handoff disputes are handled under Section 12.
10.5. NYAMM does not operate its own delivery fleet unless expressly labeled on the order. NYAMM is not guarantor of an independent delivery provider's conduct.
10.6. The Parties will establish a process for communicating delays, substitutions, cancellations, and customer complaints.
10.7. NYAMM checkout follows accept/reject and Kitchen's extra order limit (Section 8). Rejecting or pausing at declared capacity is not a breach by itself.
11.1. NYAMM collects customer payments for NYAMM checkout orders using payment methods enabled on NYAMM at the time of order. Currency is JMD.
11.2. For each completed and paid qualifying order:
Kitchen food proceeds = Qualifying NYAMM-Generated Food Sales − 10% NYAMM food commission − payment-processing and adjustment deductions shown on the settlement statement (food lines).
NYAMM Fleet deliveries on extra orders: NYAMM retains 5% of the net customer delivery fee under Section 4.9. The balance of the delivery fee settles to the fulfillment participant shown on checkout and Kitchen reports (linked fleet or partner). Delivery fees and tips are not part of the food commission base.
11.3. Settlement cadence. NYAMM reconciles completed orders end of day and targets payout on the next Jamaican business day, subject to payment-rail timing and fraud or dispute holds.
11.4. Where NYAMM pays you. Kitchen chooses one payout method in NYAMM Kitchen settlement settings:
Kitchen may switch methods by updating NYAMM Kitchen before the next payout run. NYAMM pays to the active method and details on file at payout time. NYAMM is not responsible for failed payout caused by wrong or outdated payout details Kitchen provided. Third-party wallet or bank fees charged by Lynk, WiPay, or a bank are between Kitchen and that provider unless these Terms say otherwise.
11.5. NYAMM may net commission, refunds, chargebacks, and other deductions under these Terms from collected amounts before remitting Kitchen proceeds.
11.6. Payment-processing fees attributable to Kitchen orders may be deducted from Kitchen proceeds and shown on the settlement statement.
11.7. Failed payments, chargebacks, and disputes delay or reverse settlement for the affected order. NYAMM will provide reasonable dispute evidence where the payment rail allows.
11.8. NYAMM will provide Kitchen with a transaction-level or order-level settlement statement showing food sales, commission, adjustments, net amounts, and payout method used. NYAMM will not intentionally withhold undisputed amounts beyond the settlement cadence in Section 11.3.
11.9. After termination, NYAMM will reconcile and pay outstanding undisputed Kitchen proceeds within ten (10) Jamaican business days after final order resolution, subject to chargeback windows, using Kitchen's payout method on file unless the Parties agree otherwise in writing.
12.1. Before Kitchen accepts an order, the customer may cancel for a full refund of food and delivery fees paid through NYAMM for that order.
12.2. After prep starts, refunds are case-by-case. Valid grounds include Kitchen delay, wrong or missing items, food quality or safety issues, and failed delivery where delivery was part of the order.
12.3. Failed delivery may qualify for full or partial refund of food and delivery fees at NYAMM's reasonable discretion after Kitchen and delivery facts are reviewed.
12.4. Customers request refunds through NYAMM support with the order reference and checkout contact. NYAMM handles the customer first, then adjusts Kitchen settlement and commission on the retained or reversed amounts.
12.5. Kitchen is responsible for issues attributable to food preparation, quality, safety, inaccurate menu information, or failure to fulfil an accepted order. NYAMM is responsible for issues attributable to platform errors, payment handling errors, or material misrepresentation on NYAMM-controlled surfaces.
12.6. Neither Party may unilaterally charge the other for disputed refunds without a contractual basis or lawful entitlement. The Parties will cooperate in good faith and preserve order records.
13.1. NYAMM will prepare a pilot results summary using the information reasonably available during the pilot.
13.2. The report may include total orders processed through NYAMM; completed and paid orders; NYAMM-attributed orders; food sales attributable to NYAMM; new-to-Kitchen customers, where ascertainable; repeat purchases, where ascertainable; estimated Extra Orders; estimated incremental food sales and, where sufficient cost information is available, estimated incremental contribution; refunds, cancellations, and fulfillment issues; and limitations in the attribution or incrementality evidence.
13.3. The Parties will review the results at or near the end of the 30-day pilot and discuss whether to continue, revise, or end the relationship.
13.4. The Parties acknowledge that a 30-day pilot may provide useful evidence without conclusively establishing causation or long-term commercial viability.
13.5. No minimum sales outcome, Extra Order count, profit level, or return on investment is guaranteed.
13.6. Pilot results depend partly on Kitchen maintaining a realistic extra order limit so NYAMM and creators do not route orders Kitchen cannot fulfill.
14.1. Each Party will protect non-public commercial, financial, operational, and customer information received from the other Party.
14.2. Confidential information may be used only for purposes reasonably connected to this pilot and may be disclosed only where authorised or required by law.
14.3. Each Party will use reasonable safeguards to protect confidential information from unauthorised access, disclosure, alteration, or loss.
14.4. Data roles. NYAMM is the platform operator for NYAMM checkout and handles customer account and order data under the NYAMM Privacy Policy (https://nyamm.food/privacy-policy). Kitchen receives order and fulfillment data needed to prepare and hand off orders. Kitchen must not sell, export, or use NYAMM customer data for off-platform marketing.
14.5. Kitchen must protect order data it receives and use it only to fulfil pilot orders and resolve complaints. Data subject requests are coordinated through NYAMM unless law requires Kitchen to respond directly.
14.6. Nothing in these Terms transfers ownership of customer personal data or overrides applicable privacy and data-protection law.
14.7. The confidentiality obligations continue after termination for as long as the relevant information remains confidential, subject to applicable law.
15.1. The Parties operate as independent businesses.
15.2. Nothing in the Agreement or these Terms creates a partnership, joint venture, employment relationship, agency, franchise, or fiduciary relationship between the Parties.
15.3. Neither Party may bind the other Party to an obligation unless expressly authorised in writing.
15.4. Each Party remains responsible for its own personnel, taxes, business expenses, permits, licences, and legal obligations, except as otherwise expressly agreed.
16.1. Each Party will comply with applicable Jamaican laws and regulations relevant to its activities under this pilot.
16.2. Kitchen is responsible for the legality, safety, preparation, and quality of the food it supplies and for maintaining applicable food-business approvals.
16.3. NYAMM is responsible for its own platform operations and for the obligations applicable to the services it provides.
16.4. Each Party will notify the other of any material issue that may prevent it from lawfully or safely performing its obligations.
16.5. Responsibility split. Kitchen is primarily responsible for food-related claims, food safety, and menu accuracy. NYAMM is primarily responsible for platform and payment-processing claims attributable to NYAMM's systems and staff.
16.6. Tax. Kitchen is responsible for its own tax reporting and remittance (including GCT where applicable). NYAMM provides settlement records to support Kitchen bookkeeping but does not provide tax advice.
16.7. Insurance. Each Party will maintain insurance appropriate to its operations where commercially reasonable.
16.8. Limitation. Neither Party is liable to the other for indirect or consequential loss arising from the pilot. Nothing limits liability for fraud, wilful misconduct, or death or personal injury caused by negligence where law does not allow exclusion.
17.1. This pilot expires at the end of the 30-day period unless extended in writing.
17.2. Either Party may terminate before expiry by giving seven calendar days' written notice to the other Party.
17.3. Either Party may suspend the affected activities or terminate with immediate effect where reasonably necessary because of a material legal or food-safety concern, suspected fraud, serious payment issue, or material breach that cannot reasonably be remedied.
17.4. Where a breach can be remedied, the affected Party should ordinarily provide written notice describing the breach and a reasonable opportunity to correct it before termination, unless immediate action is reasonably necessary.
17.5. Upon termination: the Parties will stop accepting new orders under the pilot, subject to a safe shutdown; existing accepted orders will be fulfilled, cancelled, or otherwise resolved as appropriate; outstanding settlement amounts will be reconciled and paid; each Party will cease use of the other's confidential information and materials except where retention or use is authorised or required by law; and the Parties will cooperate to resolve outstanding customer complaints, refunds, and chargebacks.
17.6. Provisions that by their nature should continue after termination, including confidentiality, payment reconciliation, intellectual property, and accrued rights, will survive to the extent applicable.
18.1. The Parties will first attempt to resolve any dispute through good-faith discussion between their authorised representatives.
18.2. If the dispute remains unresolved, the Parties may agree to mediation or another appropriate dispute-resolution process before commencing proceedings, except where urgent legal relief is required.
18.3. This Agreement and these Terms are governed by the laws of Jamaica. The Parties submit to the non-exclusive jurisdiction of the courts of Jamaica for disputes arising from or relating to this pilot, unless another arrangement is agreed in writing.
19.1. The Agreement, together with these incorporated Terms and any written schedules or amendments signed by the Parties, constitutes the agreement between them concerning this pilot.
19.2. Any amendment must be made in writing and approved by both Parties.
19.3. Neither Party may transfer this pilot agreement to another person or entity without the other Party's written consent, except where permitted by law and expressly agreed in writing.
19.4. If any provision is found unenforceable, the remaining provisions will continue to the extent permitted by law.
19.5. Notices. NYAMM: hello@nyamm.food. Kitchen: contacts in Schedule A. Email is sufficient for operational notices and for termination under Section 17.2. WhatsApp or SMS may be used for urgent operational issues when both Parties have used that channel during the pilot.
19.6. The Agreement may be signed in counterparts and electronically to the extent permitted by applicable law.
By signing the Agreement, the Parties confirm that they have read and understood the Agreement and these Terms and intend to be bound by them, with Schedule A completed before launch.
Complete this schedule for each Kitchen. Commercial rules are fixed in these Terms unless both Parties sign a written amendment.
| Item | Details |
|---|---|
| Kitchen legal operating name | |
| Kitchen business address | |
| Authorised representative | |
| Email for notices | |
| Phone / WhatsApp for operations | |
| Payout method (choose one in NYAMM Kitchen) | Bank transfer, Lynk wallet, or WiPay wallet |
| Bank details (if bank transfer) | Bank name, account name, number, branch on file |
| Lynk details (if Lynk) | Lynk handle or phone; receive URL if used |
| WiPay details (if WiPay) | WiPay account / merchant ID on file |
| Pilot launch date | |
| Pilot end date | 30 calendar days after launch date |
| Menu reference | NYAMM Kitchen listing / attached menu version |
| Operating hours | As set in NYAMM Kitchen |
| Fulfillment | Pickup / delivery per Kitchen settings |
| Delivery coverage and fees | As set in NYAMM Kitchen |
| Approved logo, photos, and food media | Listed or attached |
| Founding commercial bundle | 10% food on extra orders; 5% delivery fee when NYAMM Fleet fulfills; pickup/dine-in extra orders: 10% food only (Terms Section 4.2 and 4.9) |
| Extra order limit (summary) | Hours, menu, caps as set in NYAMM Kitchen (Section 8) |
| Max extra orders per window/day (if used) | Kitchen settings |
| Optional: extra paid marketing or creator shoots | Only if written addendum signed |
The Parties will record, where available and lawful:
Reporting rule: Attributed orders and estimated Extra Orders must be reported separately. Estimates must not be presented as conclusively proven causal results.
This schedule summarises fixed pilot rules incorporated in these Terms. It does not require separate negotiation for each Kitchen.
| Topic | Standard rule |
|---|---|
| Extra orders (food commission) | 10% on extra order net food subtotal |
| Extra orders (NYAMM Fleet delivery) | 5% of net customer delivery fee (Section 4.9 fleet bundle) |
| Extra orders (pickup / dine-in) | 10% food only; no fleet fee |
| Your own orders | 0% pilot commission under Section 5.7 |
| Settlement | JMD; next Jamaican business day after EOD reconcile; **bank, Lynk, or WiPay** (Kitchen choice on file) |
| Refunds | Section 12; commission adjusts to retained food subtotal |
| Extra order limit | You set caps in NYAMM Kitchen; no unlimited extra orders (Section 8) |
| Attribution reporting | Schedule B; attributed vs estimated Extra Orders reported separately |
| Privacy | NYAMM platform operator; Kitchen fulfilment data only |
| Law | Jamaica |
| Launch gate | Schedule A complete; menu and hours live in NYAMM Kitchen |
Launch condition: Kitchen must not accept NYAMM checkout orders until Schedule A is complete and menu, pricing, hours, and fulfillment settings are accurate in NYAMM Kitchen.
These Terms are incorporated into the Founding Kitchen Pilot Agreement v1.0.