Where downtime sits in a delivery platform’s partner terms
Restaurant chains looking for a downtime clause in a delivery platform agreement usually find the opposite of what they expected. In the two partner agreements we have been able to read in full, availability is an obligation the restaurant owes and a liability the platform disclaims. One of them requires the partner’s ordering system to hold “at least 99.9% per year”, and neither offers any equivalent figure in return. Prolonged unavailability appears in these documents as a ground for suspending the restaurant, not as an event the platform answers for.
Which partner agreements can actually be read, and which cannot?
Very few, and this needs saying before anything else. Most delivery platform partner contracts in this category are signed rather than posted, and where a public document exists it is often a framework that refers to separately signed special terms for the commercial detail. Two exceptions are readable in full and are the basis for everything below: the “General Terms and Conditions for Business Users”, version 6.0, valid from 1 June 2026, issued by “Delivery Hero (Cyprus) Ltd” trading as Foody, and noon Food’s published merchant agreement and supplemental terms.
Everything in this article is drawn from those two documents. We are not characterising the terms of platforms whose agreements we have not read, and no operator should assume that a clause quoted here appears in a contract they have signed with somebody else. The value of reading two published agreements closely is that it shows which questions to ask of your own, not that it tells you what your own says.
Does any published term promise a restaurant that the platform will be available?
Neither of them does, and both say so in the plainest language in the document. Foody’s clause 2.5.1 states that “the Company’s Services are provided “as is” and “as available””, and continues that although reasonable efforts are made, “we do not warrant or represent that the Services, as well as our Website/Application, will be provided to Partners in a timely, uninterrupted, error-free manner and without technical difficulties, defects or viruses.”
noon Food is more direct still and gives the clause a heading. Under “No Service Guarantee” it states that noon Food and its affiliates “do not guarantee the availability or uptime of the Noon Food Tools or Noon Food Platform”, and that a merchant “acknowledges and agrees that the Noon Food Tools and Noon Food Platform may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure).” Read carefully, that covers the tools as well as the storefront. The channel a restaurant would use to check its own status, or to reopen itself, is inside the disclaimer.
Who carries the loss when the platform’s own systems interrupt trading?
The partner, in the Foody document, and it is stated as a term rather than implied. Clause 3.4 records that the company makes every reasonable effort to maintain its software, acknowledges that website availability can be affected by external factors, and then allocates the consequence: “The Partner agrees that the Company shall bear no liability for the interruption of operation or the improper operation of the Website or Application or the Company’s operating system.”
There is no credit, no service level and no remedy attached to that sentence, because the sentence is the remedy provision. This is the single most important thing for an operator to understand before opening a claim about a platform side outage. In an agreement of this shape, the argument is not about whether an interruption occurred. The argument is commercial, and it takes place outside the contract, because the contract has already answered the legal question.
Which availability obligations run the other way, toward the restaurant?
Precise, numeric ones. Foody’s Annex III, a Technical Interconnection Agreement, requires the partner to ensure at its own expense that “the response time of his ordering system does not exceed 500ms”, that security protocols are in place, and that “the availability rate of the ordering system is at least 99.9% per year”. That is a hard uptime figure, expressed annually, owed by the restaurant.
noon Food sets its obligations in minutes rather than percentages, requiring a merchant to “Accept or reject an Order made by a Customer via the Noon Food Platform within five (5) minutes” and to “Complete preparation of the Order within twenty (20) minutes of accepting the Order”. It attaches a consequence that is itself downtime: failure “may result in (a) a temporary or permanent suspension of Merchant’s access to the Noon Food Services and Noon Food Tools” or a refund to the customer. So the asymmetry is not only that the platform owes no number. It is that missing your number is punished with an interruption the platform owes nothing for.
Can the platform take you off sale, and on what notice?
Yes, on both sides of the notice question. Foody reserves a right to act immediately in the operational case, stating that it “reserves the right to temporarily suspend the receipt of orders from Users on its Platform for the Partner’s products” where a partner cannot fulfil orders, and giving as examples “a heavy workload of the Store”, cancellations for inability to fulfil, and the case where “it is found that there is no connectivity and orders cannot be received”, for “the necessary time until the Partner is able to effectively fulfill orders again”. No notice period applies to that.
For the contractual case there is a notice period with an exception attached. Clause 5.3 gives the company the right to suspend or temporarily cease part or all of its services “with five (5) days’ prior written notice if a serious reason exists, or even immediately (by notifying the Partner of its relevant decision)” in listed cases. noon Food takes the same power without a stated period, reserving under the clause headed “j. Suspension of Noon Food Services” the right, “at its sole discretion”, to “temporarily or permanently suspend, in whole or in part, Merchant’s access to the Noon Food Services and Noon Food Tools” on four named grounds.
Is being unavailable for long enough a breach in itself?
In the Foody terms it is, and this is the clause most worth knowing. Among the listed reasons for suspension, cessation or deletion sits 5.4.6: “Failure to receive orders via the platform for at least two months, in a way that the Partner appears inactive – unavailable on the platform.” Being dark is not merely uncompensated. Past a threshold it is a ground for removal.
noon reaches a similar place by a different route. Its supplemental terms define a “Brand Matter” as an event causing concern for the brand, “including, but not limited to, high cancellation or non-acceptance rates (as determined by Noon Food)”, and a Brand Matter is one of the named grounds for suspension under clause 1(j). Rejections and non acceptance, which is what a struggling or intermittently connected branch produces, therefore feed a suspension test directly.
What should a chain do differently, given terms of this shape?
Stop treating the record as something the platform will produce for you. In agreements written this way, the platform’s own dashboard is the record of a party that has disclaimed liability for the events in it, and there is no clause obliging anyone to preserve or share it. An independent, dated availability record for each listing is therefore the only artefact a chain controls, and it is useful for the commercial conversation whether or not the contract offers a route to one.
That record is also what tests your own side of the bargain. If an agreement asks for annual availability from your ordering system, or minute level acceptance from your kitchen, you need a measurement that is not the counterparty’s. Kitchain (kitchain.co) produces the storefront half of that from the customer side. What platforms do and do not accept as evidence is at how to get compensation from a delivery platform for restaurant downtime, and no platform we have read publishes a compensation rule for downtime that is not the restaurant’s fault.