Shugah FZ LLC Vendor Terms: March 2019



i) OBLIGATIONS OF THE PARTIES

  1. The Contractor warrants and assures to abide by the following provisions during the Term of the Agreement and shall;

    1. Contractor shall ensure all menus are clearly labeled with any allergen containing products. Contractor shall further label any products with allergen ingredients contained and shall ensure all aspects of food preparation, production, packaging is done in a sanitary, compliant standard equal to or exceeding HACCP and UAE Municipality Standards and in all cases, Contractor shall be solely liable from Product Production to Customer Consumption as a result of allergic reactions, contamination and or food poisoning experienced by Customer.
    2. That it shall have available at all times sufficient capacity of staff and Products to process all Orders received through Company, to ensure the average delivery time provided to the customer is met.
    3. The Food Product preparation time stated on Company’s Ordering Channels complies with the time actually required.
    4. That the Contractor shall have the right to accept or reject the Order placed by the customer. Once the Order is accepted, the Contractor shall have to conclude the Order in accordance with the terms of this Agreement and the customer’s preference.
    5. That Food Products are perishable therefore, the Order provided to the Delivery Personnel is well packaged and proper care is taken to prevent damage/harm and disfiguring of the Order during storage and delivery. Company and/or its personnel shall not be held liable for any defect/damage caused to the Order during its logistical phase, owing to a direct negligence of the Contractor failing to fulfil its obligations under this clause.
    6. Health and sanitation requirements are in conformance with the standards set by the local government and the relevant authorities.
    7. Company shall have the right to use the Contractor’s name and logo for promoting and advertising the Products on its website and other electronic and print media in consonance with the Contractor’s brand guidelines as well as the mutual consent of the Parties.
    8. That it shall not reject Orders without any unjustified reasons.
    9. In case of unavailability of a Product or other item that comprises the Order, the Contractor shall substitute the Order with content equal to the value of the Order subsequent to checking with the Company.
    10. The Contractor will inform Company immediately in case an Order is not picked from them within the stipulated time. Failure to abide by this provision shall result in the Order being charged to the Contractor.
    11. The Contractor agrees and undertakes to use the Tablet for Company Online Ordering only and with reasonable care and caution and shall refrain from its misuse in any manner whatsoever.
    12. That Company shall refund the Deposit of AED 500/- upon possession of the Tablet by Company from the Contractor. The Deposit shall be used, if required, at the end of the Agreement for any damage caused or required in any other form in pursuit of restoring the Tablet to its original condition at the time of handing over, except taking into account reasonable wear and tear as would normally and reasonably be expected through operation and use of it.
    13. That it shall provide Company with updated copies of its certifications and accreditations from the relevant department and/or local authority and Food Control Department for its food service establishment.


  2. Company to the best of its ability warrants and assures to abide by the following provisions during the Term of the Agreement;

    1. Company undertakes and guarantees not to use the intellectual property rights of the Contractor, other than for the purposes of this Agreement and as permitted by the Contractor.
    2. That the Order delivery vehicle shall be adequately constructed so as to protect the Food Products from contamination, perishing or disfiguring at all times during transportation of Orders. Food Products shall be handled delicately, and such temperature shall be maintained to ensure prevention of Food Products from damage.
    3. It shall be the sole responsibility of Company to collect the Order from the designated site(s) of the Contractor within the stipulated time as provided by the Contractor at the time of Order. In case of delay by Company in collection of the Order due to any reason whatsoever, the Contractor shall not be held responsible in any manner whatsoever.
    4. During transportation of Orders, food items that are to be delivered cold or hot shall be kept separately at all times and be transported in containers capable of maintaining temperatures as may be required.
    5. Company agrees to provide maintenance and technical support of the Tablet as mentioned in Clause 2(e) to the Contractor during the Term of the Agreement as per the terms of this Agreement and the warrant claim policy and shall subsequently provide with an alternate device/Tablet for the Contractor’s use.

  3. Both Parties understand that all customers availing the service under this Agreement expect professional and an efficient service at all times from both Company and the Contractor. Any customer dissatisfaction will result in a negative reputation for the Parties which may consequently result in loss of business for both the Parties. Therefore, the Parties shall ensure to abide by all obligations in this Agreement, as well as guarantee that they shall provide complete satisfactory service to all customers as may be expected from any professional vendor and delivery service.
  4. This Agreement shall be binding on any third party hired by either Party in relation to this Agreement. Furthermore, the Parties shall be held liable for any breach committed by the third party in relation to this Agreement.
  5. Company’s Delivery Personnel shall pick up the Order from the pre-determined site(s)/gate(s) of the Contractor’s outlet(s) to deliver Order received through the Contractor in accordance with the delivery time indicated when accepting the Order.
  6. The Parties shall maintain all documents and records of all financial/account statements, invoices and all supporting documents for any fees and charges due to the other Party.


ii) PRICING WARRANTY

  1. Contractor hereby warrants that the prices made available to Company are identical to the real-time prices offered to customers when placing Orders by phone, website, mobile app or any other platform which is operated by Contractor. Specifically, Contractor shall not offer any reduction in prices pursuant to any promotions and/or discounts made available to customers when placing orders through its own ordering platform without complying with the provisions of clause (b) below.
  2. Should the Contractor intend any price reduction, promotion or discount for any of its Foods ordered through its own ordering platform, Contractor shall notify Company at least (7) days in advance stating the extent of the price reduction, promotions or discounts, the respective effective date and the duration thereof. Company shall have the right to provide such offers to the Contractor’s customers on its Ordering Channels.
  3. Contractor will ensure all prices are identical within its restaurant/store and with Company including discounted deals, special promotions or whatsoever. Notwithstanding the foregoing, restaurant promotions and incentives offered to the membership card holders or loyalty program customers of the Contractor shall not be applicable on the Ordering Channels of Company.


iii) CONFIDENTIALITY

  1. Each Party hereto shall use its best endeavours to ensure that its employees, contractors and agents do not at any time hereafter disclose to any person (except as may be necessary for the proper performance of their respective obligations hereunder) any information, data, documents, or any intellectual property or terms of business, personally identifiable information and financial information considered proprietary and/or confidential, being the property of the other Party or otherwise relating to that other party or its business, secrets, dealings, transactions or affairs.
  2. All customer data obtained as a result of customer’s use and operation of the Ordering channels shall be owned solely by Company. The Contractor shall surrender (and use all reasonable endeavours to assign, transfer and/or novate to Company, if in the Contractor's name) any and all confidential information, data and records upon termination of this Agreement.
  3. The Parties hereto mutually agree that the confidential covenant contained herein shall survive the termination or discharge of this Agreement and extend in perpetuity following the date of such termination or discharge.
  4. The Parties shall take all reasonable measures to ensure that its employees, agents or contractors shall not without first obtaining the express prior written approval of the other Party issue, disseminate, publish or divulge to any third party any information, document or data relating to this Agreement or otherwise to the other Party’s business.
  5. The confidentiality obligations contained herein shall not apply to information:

    1. which is already or becomes part of the public domain through no fault of either Party
    2. which the Party must divulge by law or obligation to any third party, regulatory body and/or law enforcement agency.
    3. information given to either Party by a third party.


iv) MARKETING

  1. Company shall advertise and promote the Contractor in a manner mutually beneficial for both the Parties as approved by the Contractor on its Ordering Channels and/or on any social media platform whatsoever.
  2. Company may put up images of the items available on the menu and the Contractor shall be required to make all necessary arrangements for the same including, but not limited to, product photography. The Contractor gives the Company the right to use these images without any remuneration, as the imagery / photo licensing is the responsibility of the vendor.
  3. The Contractor listing and advertising on the Online Channels shall be contingent on the (a) ranking system based on customer feedback (b) successful Orders (c) Food quality and (d) advertisement and promotion package opted by the Contractor. The Contractor acknowledges that Company will not be held responsible to edit or remove any customer feedback or rating of the Contractor or tamper with any ranking on the Online Channels.


v) GENERAL

  1. This Agreement shall be governed by and construed in accordance with the laws of Dubai International Financial Center (DIFC), United Arab Emirates.
  2. In the event of any disagreement or dispute between the Parties arising out of or in connection with this Agreement, either Party may serve notice (a “Notice”) on the other which Notice shall: (i) refer to this clause, (ii) specify the nature of the disagreement or dispute, and (iii) require that such disagreement or dispute be resolved amicably through mutual discussions in accordance with the provisions of this Agreement.
  3. Any notice or other communication given under this Agreement must be in writing and served to the Party at its address as specified in this Agreement (or any other address it has notified to the other Party in accordance with this clause) as follows: by hand; by registered post; by fax or by other electronic method of communication agreed in writing from time to time between the Parties.
  4. If a dispute arises between the Parties in connection with, or arising out of, the execution of this Agreement, it shall be referred to a director of each Party and those directors shall endeavor to settle the Dispute amicably within Fifteen (15) days of such referral.
  5. Force Majeure means an exceptional event or circumstance:

    1. Which is beyond a Party’s control,
    2. Which such Party could not reasonably have provided against before entering into the Agreement,
    3. Which, having arisen, such Party could not reasonably have avoided or overcome, and
    4. Which is not substantially attributable to the other Party.


  6. If, in the event of Force Majeure, certain services have to be suspended, the time for their completion shall be extended until the events giving rise to Force Majeure no longer apply plus a reasonable period for resumption of those services. If the events leading to Force Majeure prevent performance by either Party of any of its obligations in terms of this Agreement for a period exceeding 30 (thirty) days, the other Party may terminate this Agreement upon expiry of that 30-day period and the Party who is unable to perform obligations because of Force Majeure shall have no claim against the other Party arising from the termination.
  7. If the rate of progress of certain Services has slowed because of events of Force Majeure, the time for completion of those services shall be extended as may be made necessary by the Force Majeure circumstances.
  8. Each of the provisions of this Agreement is severable and distinct from the others. The invalidity, illegality or unenforceability of any provisions of this Agreement shall not affect the remainder of this Agreement, which shall continue in full force.
  9. The Contractor hereto agrees to indemnify and hold harmless Company, and its respective officers, employees, agents, and representatives, from and against liability for all claims, losses, damages, and expenses, including reasonable attorneys’ fees, to the extent of such claims, losses, damages, or expenses caused by Contractor’s negligent acts, errors, or omissions. In the event, the claims, losses, damages, or expenses are caused by the joint or concurrent negligence of the Parties, they shall be borne by each Party in proportion to its negligence.
  10. This Agreement contains the entire agreement between the Parties and supersedes all previous agreements, whether oral or written subject to the terms and conditions, privacy policy and any other applicable policies of Company. This Agreement may be amended, modified or supplemented only by a written instrument executed by the Parties.


vi) GENERAL RELATIONSHIP

  1. The performance of this Agreement. Contractor hereby agrees and certifies that its relationship with Company is that of a Contractor and not of an agent, employee, partner or joint venture with or for Company. Contractor shall have no right, power or authority to create any obligation, expressed or implied, on behalf of Company.


vii) COMPANY BRANDING GUIDELINES

Please refer to the presentation linked here.