Addendum For PandaGo

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Addendum to Online Ordering Services Contract

THIS ADDENDUM (“Addendum”) supplements the attached Online Ordering Services Agreement
(“Agreement”) this _____ day of _______, by and between _______________ (“Vendor”) and R-SC
Internet Services Pakistan (PVT.) Limited (“Provider”).

WHEREAS pursuant to the terms of this Addendum, Provider wishes to provide further optional
services to Vendor; and

WHEREAS Vendor is desirous to avail itself of Provider’s additional services,

NOW THEREFORE IT IS AGREED AS FOLLOWS:

1. On Demand Rider Service

1.1 Provider shall make available a ‘On Demand Rider Platform’ where Vendor may request for a
delivery to be made from Vendor’s premises to Vendor’s customer address through a rider
provided from Provider’s rider pool (“ODR Service”).

1.2 For the avoidance of doubt, all riders in Provider’s rider pool are independent contractors and
not Provider’s employees.

1.3 The Service shall be accessed via the ‘Request a Rider’ page found on Provider’s website.

1.4 The delivery fee shall be _______ per request. Provider may alter the delivery fee at any time as
it deems fit and will notify Vendor of the same.

1.5 Vendor may cancel a request before a rider is assigned free-of-charge. If Vendor cancels a
request once a rider has been assigned, Vendor will still be charged the full sum of the delivery
fee.

2. Invoicing & Payment

2.1 Provider will collect cash payment from Vendor’s customers for the value of each order (as
imputed by the Vendor on the Provider’s website when requesting a rider) on credit and will
reimburse Vendor the total sum of all orders, after deducting Provider’s delivery fees, on a
weekly basis to the registered bank account of Vendor.

2.2 All applicable taxes to be paid by Vendor will be deducted before reimbursements are made.

2.3 All payment notifications and weekly order summaries will be sent out to Vendor’s registered e-
mail and telephone number that are on Provider’s records.

2.4 Additionally, Provider will send a monthly order summary to Vendor’s registered e-mail address.

2.5 Vendor will advise Provider of any applicable tax to be paid by Provider and Provider will
separately transfer the requisite tax amount to Vendor to be submitted on behalf of Provider to
the relevant authorities as per applicable law.

2.6 Vendor shall provide its National Tax Number (NTN) & Sales Tax Number (STN) to Provider. The
NTN of Provider is 4029240-1. In case of any NTN or STN changes for one party, the same shall
be communicated to the other party.
3. Vendor’s Obligations

3.1 Vendor is responsible for inputting the correct customer address, customer contact number,
customer name, order value and any other order details. Provider shall not be liable for any
failed delivery or loss of monies due to the Vendor’s mistake or any order cancelled by Vendor’s
customer or any other mistake made by Vendor or its staff or its customer and shall remain
entitled to the full delivery fee for the order.

3.2 Clauses 11.8, 11.9, 12.2, 12.3, 12.7, 12.8, 12.9 of the Agreement apply in respect of this Service.

4. Provider’s Obligations

4.1 Provider shall make riders available to Vendor where commercially possible. If there are no
riders available to take Vendor’s delivery request, Vendor will be notified of the same as soon as
reasonably practicable.

4.2 Provider shall take reasonable care to safeguard the personal data of Vendor’s customers under
any applicable data protection law.

5. Disclaimer

5.1 The Service is provided ‘as is’ and Provider disclaims all representations and warranties, implied
or statutory, that are not set out in these terms as well as any warranty for fitness for a
particular purpose.

5.2 Provider makes no representation, warranty or guarantee regarding the reliability, timeliness,
quality, suitability, safety, ability and availability of its riders, who are independent contractors.

5.3 Vendor agrees that the entire risk arising out of its use of the Service or in connection therewith,
remains solely with Vendor, to the maximum extent permitted under the applicable law.

6. Limitation of Liability

6.1 Both Provider and Vendor shall not be liable for any injury, death, damage or loss caused by the
conduct of the riders, who are independent contractors of the Provider.

6.2 Provider shall not be liable for any indirect, incidental, special, exemplary, punitive or
consequential damages related to, in connection with, or otherwise resulting from any use of the
Service.

7. Term and Termination

7.1 Clause 1 and Clause 14 of the Agreement apply in respect of this Service.

7.2 If the period of delay or non-performance continues for one (1) month due to the events stated
in Clause 8.2 of this Addendum, the party not affected may immediately terminate this
Agreement by giving written notice to the affected party.
8. General Provisions

8.1 This Clause 8 of the Addendum shall apply to the entire Agreement.

8.2 Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to
perform, any of its obligations under this Agreement if such delay or failure result from events,
circumstances or causes beyond its reasonable control. In such circumstances the affected party
shall be entitled to a reasonable extension of the time for performing such obligations. A force
majeure event shall include but is not limited to such events as an act of God, fire, flood,
typhoon, storm, war, riot, civil unrest, act of terrorism, strikes, industrial disputes, outbreak of
epidemic or pandemic illness, failure of utility service or transportation.

8.3 The Agreement and its accompanying Addendum constitutes the entire agreement between the
Parties and supersedes and extinguishes all previous agreements, promises, assurances,
warranties, representations and understandings between them, whether written or oral, relating
to its subject matter. Each party agrees that it shall have no remedies in respect of any
statement, representation, assurance or warranty (whether made innocently or negligently) that
is not set out in the Agreement and this accompanying Addendum. In the event of a conflict
between the provisions of the Agreement and those in this Addendum, the provisions in this
Addendum shall prevail.

8.4 If any provision or part-provision of this Agreement is or becomes invalid, illegal or


unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid,
legal and enforceable. If such modification is not possible, the relevant provision or part-
provision shall be deemed deleted. Any modification to or deletion of a provision or part-
provision under this clause shall not affect the validity and enforceability of the rest of this
Agreement. If any provision or part-provision of this Agreement is invalid, illegal or
unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as
amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the
intended commercial result of the original provision.

8.5 No waiver of any provision of this Agreement nor consent to any departure by any party
therefrom, shall in any event be of any force or effect unless the same shall be confirmed in
writing, signed by the other party, and then such waiver or departure shall be effective only to
the extent for which it may be made or given. No failure or delay by a party to exercise any right
or remedy provided under this Agreement or by law shall constitute a waiver of that or any
other right or remedy, nor shall it prevent or restrict the further exercise of that or any other
right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the
further exercise of that or any other right or remedy.

8.6 A person or entity who is not a party to this Agreement shall have no right to enforce any term
of this Agreement, regardless of whether such person or entity has been identified by name, as a
member of a class or as answering a particular description.

8.7 Except as expressly provided in this Agreement, the rights and remedies provided under this
Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

8.8 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or
joint venture between any of the parties, constitute any party the agent of another party, or
authorise any party to make or enter into any commitments for or on behalf of any other party.
8.9 The Vendor may not assign or transfer this Agreement without the Provider's prior written
approval.

8.10 The Company may assign or transfer this Agreement to an affiliate or successor in connection
with its merger or the sale of all or substantially all its assets or stock. The Company may also
assign or transfer to a related body corporate of the Company any or all the Company’s rights or
obligations arising out of this Agreement.

8.11 This Agreement may be executed in any number of counterparts, each of which when executed
shall constitute a duplicate original, but all the counterparts shall together constitute the one
agreement.

8.12 This Agreement and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims) shall be governed by and
construed in accordance with the laws of Pakistan.

8.13 Any dispute, controversy, difference or claim arising out of or relating to this Agreement,
including the existence, validity, interpretation, performance, breach of termination thereof (the
“Dispute”) shall be first resolved by good faith negotiations. Any Dispute not settled by
negotiation, after 30 calendar days, shall then come within the exclusive jurisdiction of the
courts of Pakistan.

IN WITNESS WHEREOF, the Parties have caused this Addendum to be executed as of the date first
above written and have caused this Addendum to be incorporated into the Agreement between the
Parties.

______________________ ______________________
Provider Signature Vendor Signature

By: [Signatory Name]                                                                      By: [Signatory Name]


[Position] [Position]

                                   

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