Delivery Hero Philippines, Inc.

16/17F Milestone at Fifth Avenue, 5th Avenue,

BGC, Taguig City, Metro Manila

Vendor Agreement

Carlo Emmanuel Toledo

carlo.toledo@foodpanda.ph
22/05/2023 05:30

1. Vendor Information

Vendor contact details Vendor Invoice details

Account Name Viet-Mart Grocery, Viet-mart Grocery Name Esmeraldo Antioquia

Registered Office Address 174 Yakal, Yakal 174 Ags building Phone +639999541341
Yakal st San Antonio Makati Mobile +639999541341
TIN 252943661-00000 Email Address vietmartgrocey@gmail.com
Representative Name Esmeraldo Antioquia Billing Address 174 Yakal, Yakal 174 Ags building Yakal st San Antonio
Phone +639999541341 Makati
Mobile +639999541341 Bank Account Owner Viet-Mart Grocery
Email Address vietmartgrocey@gmail.com Bank Name BDO NETWORK BANK, INC
Bank Account Number 007880341363
Invoice Frequency Weekly

2. Commercial Terms

Commercial Terms % of Total Restaurant Revenue Start Date End Date

Agency Fee - VAT 18.00 % 22/05/2023

Exclusive

“Vendor Revenue” is the gross amount of Orders on the Platforms which is computed as the sum of: food items + container charges (IF
applicable) + vendor delivery fee (IF applicable) + service fee (IF applicable) + any difference paid by the customer to reach the minimum order
value (IF applicable) + VAT (IF applicable).

Value Added Start Date End Date Price Discount Total

Services

22/05/2023 ₱0.00 0 ₱0.00

Photo Editing

22/05/2023 ₱1,000.00 0 ₱1,000.00

Platform Fees
 22/05/2023 ₱0.00 0 ₱0.00
SIM Card

22/05/2023 ₱0.00 0 ₱0.00

Tablet

Vendor shall be charged a monthly “Platform Fee” of PhP1,000.00 (VAT inclusive) for the following benefits:
a) Use of the official Foodpanda Tablet with SIM Card with 1.5GB of monthly mobile data, valued at PhP10,000.00 (the “Device”),
which shall be used for receiving and accepting orders;
b) Delivery, maintenance, and replacement of the Device, subject to the Terms;
c) Vendor Onboarding training and re-training, if necessary;
d) Vendor maintenance on the Platforms which includes schedule and procedural updates, Menu Information changes, and
promotion setup; and
e) Access to the Vendor Portal to view business reports.
The Vendor shall pay the Platform Fee as part of the Amounts Payable in accordance with the Terms. Kindly note that the Platform Fee shall not
be charged in case the Vendor Revenue for a given month is less than PhP4,000.00.

Signature: SIGNED BY, for and behalf of: Vendor

This contract is accepted by the Vendor through clickwrap.

(SIGNED BY, for and behalf of:

Delivery Hero Philippines, Inc.)

Signature:

Paolo Biondi Te Carlo Emmanuel Toledo

___________________ ___________________
Head of Grocery Sales Representative

___________________ ___________________
Duly Authorised Signatory Duly Authorised Signatory
 TERMS AND CONDITIONS
Foodpanda and the Vendor shall collectively be referred
to as “Parties” and individually as a “Party”, as the
case may be.
WHEREAS, the Vendor, through this Agreement (as
hereinafter defined), appoints Foodpanda as its agent
and grants Foodpanda full authority to conclude and
negotiate contracts with customers in the name and for
the account of the Vendor for the sale of the Vendor’s
items (the “Items”) offered on Foodpanda’s online
platform www.foodpanda.ph and corporate sub-domain
www.corporate.foodpanda.ph (individually and jointly
the “Website”) and mobile application (collectively, the
“Platforms”). It is understood that Foodpanda does
not act on behalf of the customers who use the
Platforms to order the Items (the “Customers”);
WHEREAS, Foodpanda, through the Platforms,
provides an online marketplace where Customers can
order Items from the Vendor. Thereto, Foodpanda
receives the list of Items ordered by the Customer
through the Platforms (the “Order”), transmits the
Order via the Device, or, in exceptional circumstances,
by phone, to the Vendor, and receives the payment of
Customer for the Order (except in cases where
Customer pays cash on delivery and the Order is
received by the Customer through Vendor Delivery or
Customer Pick-Up). The payment is received by
Foodpanda in the name and for the account of the
Vendor and is transferred to the Vendor, after
deducting the fees agreed upon by the Parties;
WHEREAS, in addition to the online marketplace, the
Parties shall also agree on who shall deliver the Order
from the Vendor to the Customer once an Order placed
on the Platforms is made available to the Vendor
(except in cases where the Customer choose Customer
Pick-Up), moreover Vendor has the option of availing
of the pandago Service (as hereinafter defined) subject
to the payment of the pandago fee (as hereinafter
defined);
WHEREAS, the contracts concluded with Customers
by Foodpanda on behalf of the Vendor through the
Platforms shall be based on the General Terms and
Conditions as accepted by the Customers and posted on
the Platforms; and
WHEREAS, these Terms and Conditions (the
“Terms”) together with the Vendor Agreement form
the agreement (the “Agreement”) through which
Foodpanda provides online grocery ordering and
delivery services for the Vendor (together referred to as
“Services”).
1. Foodpanda’s Rights and Obligations
1.1. Foodpanda shall:
1.1.1. have the right to determine the layout and the
presentation of the Item Information (as
hereinafter defined) on the Platform, provided
that no new or untrue information shall be
made available;
1.1.2. have the right to influence the prices for the
Items offered by the Vendor on a case-by-case
basis by offering discounts at Foodpanda’s sole
cost, provided that in no case shall Foodpanda
increase the prices provided by the Vendor;
1.1.3. provide the Vendor with the Device and the
other benefits covered by the Platform Fee;
1.1.4. in performing the delivery services:
a.) effect such deliveries in accordance with
the delivery time indicated on the
Platforms;
b.) ensure that the delivery time stated on the
Platforms complies with the delivery time
actually required;
c.) ensure that Foodpanda delivery personnel
(the “Rider”) shall be at the Store to
collect the Order at the time stated when
the Order was transmitted to the Vendor;
d.) ensure that all Orders will be delivered in a
state that a Customer would expect for that
type of Items, provided that the Vendor
complies with the obligation in Clause
2.1.6; and
e.) have the right to charge the Customer a
delivery fee, and determine a minimum
order value;
1.1.5. transfer to the Vendor, the Vendor Revenue
plus Vendor discounts/vouchers, less the
Agency Fee and Amounts Payable (as
hereinafter defined);
1.1.6. inform the Vendor in writing of any changes
implemented to the ordering or payment
procedures of Foodpanda at least two (2) days
prior to the intended change taking place;
1.1.7. have the right to make real time adjustments to
any services related to the delivery of the
Orders, including delivery areas and
operational timing, to improve Customer
experience;
1.1.8. have the right to refuse the onboarding of
Customers in cases where Foodpanda is not
satisfied with the outcome of customer
verification measures (e.g., SMS verification).
Additionally, Foodpanda has the right to block
Customers from ordering in the event of a
Customer abusing any promotions or in any
other case of fraud-like attempts by the
Customer on the Platforms and on orders to
the Vendor; and
1.1.9. have the right to reduce the prices of the items
offered by the Vendor on the Platforms to
match the prices of those same items as may
be listed by the Vendor on: (i) its own sales
channels; or (ii) other online food delivery
platforms where the Vendor is available,
should Vendor fail to provide the notification
required under Clause 2.1.14.
2. Vendor’s Rights and Obligations
2.1. The Vendor shall:
Page 1 of 10
2.1.1. ensure that it makes personnel available to
receive the appropriate training from
Foodpanda in order for the Vendor to operate
the Device, the Vendor Portal, the backend,
and other necessary systems, if any (the
“System”) with ease;
2.1.2. provide Foodpanda with all information on its
Items as agreed with Foodpanda, including:
the complete Items to be listed on the
Platforms; stock keeping units; variants; prices;
order quantities; minimum order values;
promotions; discounts; opening hours; times
of delivery and areas of delivery (if applicable)
(“Item Information”) to be made available
for listing on the Platforms. Should the
Vendor wish to change any of the details in
the Item Information, it shall inform
Foodpanda in writing of any such change at
least two (2) business days before the intended
change takes place, together with an updated
copy of the complete Item Information
reflecting the change. Such change shall not
occur more than once per month, barring
exceptional circumstances;
2.1.3. provide Foodpanda with a clear acceptance or
rejection of all Orders transmitted by
Foodpanda, no later than two (2) minutes
from the time the Order was made available to
the Vendor;
2.1.4. provide Foodpanda, its employees, agents,
consultants, subcontractors, and Riders with
access to the Store and other facilities as
reasonably required by Foodpanda to perform
the Services;
2.1.5. comply with all local Laws and Regulations
and obtain and maintain all necessary licenses,
permissions, and consents (including, without
limitation, any food and beverage and/or
health and safety legislation and/or
regulations) which may be required in order to
perform its obligations under this Agreement
and to offer the food items on the Platforms,
including the issuance of a BIR-registered
receipt for every Order, including Official
Receipts if so requested by the Customer. For
the avoidance of doubt, the order slip printed
by the Device is not the BIR-registered receipt
of the Vendor and Vendor is prohibited from
including or attaching the order slip with the
Customer’s Order;
2.1.6. upon accepting an Order, prepare and fulfill
the Items of the Order without delay, pack the
Order in accordance with Foodpanda
standards and requirements as may be
communicated from time to time, and at no
less than the common standard of the Vendor,
and transfer it to the Rider, to its own delivery
personnel, or to the Customer, as applicable;
2.1.7. Applicable only in case of Vendor Delivery:
in the event of Vendor Delivery (i.e., the
Vendor using its own delivery personnel to
deliver the Order to the Customer), the
Vendor shall:
a.) provide Foodpanda with a realistic
estimated delivery time;
b.) deliver to the Customer all accepted Orders
within the time indicated at acceptance by
the Vendor;
c.) immediately inform Foodpanda of any
delay in delivering the Order according to
the estimated delivery time;
d.) deliver the Order in a state that a Customer
would expect for that type of food, with
the appropriate packaging; and
e.) inform Foodpanda about any cancelled,
fake or any non-fulfilled Orders within
forty-eight (48) hours from acceptance of
the Order;
2.1.8. Applicable only in case of Customer Pick-
Up: in the event of Customer Pick-Up (i.e.,
the Customers chooses to pick-up the Order
from the Vendor), the Vendor shall:
a.) provide Foodpanda with a realistic
estimated time for preparation of the
Order;
b.) be ready to have the Customer pick-up the
accepted Order within the time indicated at
acceptance by the Vendor;
c.) immediately inform Foodpanda of any
delay in preparing the Order according to
the estimated time;
d.) prepare the Order in a state that a
Customer would expect for that type of
Item, with the appropriate packaging; and
e.) inform Foodpanda about any cancelled,
fake or any non-fulfilled Orders within
forty-eight (48) hours from acceptance of
the Order;
2.1.9. in the exceptional case of the Vendor providing
Foodpanda with a rejection under Clause
2.1.3, the Vendor shall clearly state the reason
for such rejection no later than two (2)
minutes from the time the Order was made
available to the Vendor;
2.1.10. be solely responsible and liable for any and all
Customer queries, claims and/or complaints in
respect of the contents, quantity, and quality
of the Items in the Orders and any
consequential effects thereof;
2.1.11. ensure that the Vendor has available at all
times, sufficient capacity (including staff,
Items, and necessary equipment) to process all
Orders received from Foodpanda in
accordance with the average delivery time
provided to the Customers;
2.1.12. immediately inform Foodpanda of any Items
in the Item Information that are not available
at any given time and shall do so by accessing
the System, if available to the Vendor, or by
phone, if access through the System is not
possible;
Page 2 of 10
2.1.13. ensure that all Items provided to the h.) not claim any ownership or other rights
Customers shall be of the same size and over the Device; and
quality as the Items provided by the Vendor to i.) pay Foodpanda for the full value of the
the Vendor Customers (as hereinafter Device (PhP10,000.00) in case the Device
defined); is damaged or lost due to the Vendor’s
fault or negligence.
2.1.14. ensure that the prices and minimum order 2.1.16. perform its obligations under this Agreement
values offered to the Customers unless at all times in a competent, professional, and
otherwise modified or adjusted by Foodpanda, businesslike manner, within established
are consistently identical to the prices offered industry standards, practices, and principles,
to the customers of the Vendor who buy and within the time deadlines set forth herein;
directly from the Vendor or through other and
channels outside the Platforms (the “Vendor 2.1.17. if the Vendor is Halal certified, it must inform
Customers”). Without prejudice to Clause Foodpanda in writing of this certification and,
1.1.9, should the Vendor wish to offer any where required, provide Foodpanda with a
prices lower than those provided as part of the copy of the certification. If there are any
Item Information, whether through any changes to the Vendor’s status with regards to
promotions, discounts, or otherwise, to Halal certification, the same must be made
Vendor Customers, it shall inform Foodpanda known to Foodpanda within twenty-four (24)
at least seven (7) days in advance prior to hours of any such changes.
implementing said lower prices. The Vendor
shall clearly explain the conditions of the lower 3. Penalties
prices (and the promotions or discounts, if 3.1. Vendor specifically acknowledges that Clauses 3.2
any) and Foodpanda shall have the right to to 3.4 below, with the exception of the penalty
adopt the lower prices and/or the promotions under Clause 3.2(d) which shall be
or discounts on the Platforms; automatically effective after thirty (30) days
2.1.15. ensure that the Device shall be available at the from the Vendor’s date of onboarding on the
Vendor’s premises to receive transmitted Platform, are suspended until further notice by
Orders from Foodpanda. Moreover, with Foodpanda. Foodpanda shall provide the Vendor
respect to the Device, the Vendor shall: a minimum of seven (7) days’ written notice
a.) pay the corresponding Platform Fee; should the suspension be lifted. Guidelines on the
b.) ensure that the Device is kept and operated application of Clause 3.2(d) are provided in
in a suitable environment, used only for the Annex A of this Agreement.
purposes for which it is designed, and
operated in a proper manner; Vendor Penalties
c.) maintain at its own expense the Device in 3.2. Subject to the appeal process under Clause 6.7, the
good and substantial repair in order to Vendor agrees to be bound by the following
keep it in as good an operating condition penalties which shall be payable to Foodpanda by
as it was on the Commencement Date (as way of contractual penalty for the below-
hereinafter defined) and with only fair wear mentioned specific breaches:
and tear excepted;
d.) make no alteration to the Device and not Breach of Penalty Provisions
remove any existing components from the Clause Amount
(PhP)
Device;
a 2.1.3 56.00 Provided that the
e.) not part with control of (including for the (Delayed (VAT number of infractions
purposes of repair or maintenance), sell or response to inclusive amounts to more than
offer for sale, underlet, or lend the Device Order per five percent (5%) of the
or any of its components; notification) infraction) total amount of Orders
f.) not suffer or permit the Device to be accepted by the Vendor.
confiscated, seized, or taken out of its
b 2.1.6, 56.00 Provided that the
possession or control under any distress, 2.1.7(b), or (VAT penalties shall only apply
execution or other legal process, but if the 2.1.8(b) (late inclusive after a five (5) minute
Device is so confiscated, seized or taken, preparation per delay.
the Vendor shall notify Foodpanda and the or late infraction)
Vendor shall at its sole expense use its best delivery)
endeavors to procure an immediate release c 2.1.7(a) 56.00 a. delay shall be deemed
of the Device and shall indemnify (delivery (VAT effective when the
Foodpanda on demand against all losses, time inclusive Vendor adds additional
costs, charges, damages and expenses inaccurate per delivery time to an
on the infraction) Order at the time of
incurred as a result of such confiscation;
Platforms) acceptance.
g.) not use the Device for personal use and/or
any unlawful purpose;

Page 3 of 10
 of or related to the Vendor’s obligations
b. The penalty shall arising out of this Agreement; or
apply provided that the
c.) any claim that otherwise arises from the
number of infractions
amounts to more than negligence, acts, or failures to act, of Vendor,
ten percent (10%) of the its employees, agents, or representatives.
total amount of Orders 5.2. Vendor will indemnify and hold harmless the
accepted by the Vendor. Indemnitees from any costs, losses, claims,
damages and fees (including reasonable legal fees)
d 2.1.10 56.00 Rejection rate must be
(Vendor (VAT more than 2% or higher incurred by any of them that are attributable to
rejecting an inclusive (of total orders) for any such claim.
Order in per penalty to apply.
breach of infraction) 6. Fees, Payment and Collection of Funds
this No penalty shall be due 6.1. The Vendor grants Foodpanda authority to receive
Agreement) to Foodpanda from the
Vendor if the breach payments made by the Customer who ordered
arose as a fault of through the Platforms, in the name of and for the
Foodpanda or due to a account of the Vendor, whether by cash or online
Force Majeure Event (as means.
hereinafter defined). 6.2. The Party receiving the Customer’s payment shall
be responsible in receiving the correct amount and
for duly recording the transaction. The Parties shall
3.3. For the purposes of Clauses 3.2 (a) to (c) above,
then reconcile the amounts in accordance with
any feedback received by Foodpanda from a
Clause 6.5.
Customer in relation to the delivered Order shall
6.3. The Platform Fee, the Photography Fee (if
be considered as an inspection performed by
applicable), the Placement Fee (if applicable), and
Foodpanda and the Vendor shall accept any such
any penalties and Customer Recovery Charges (if
outcome, subject to its right to appeal under
applicable), shall collectively be referred to as
Clause 6.7. Furthermore, despite the penalty
“Amounts Payable”.
payment, Foodpanda reserves all its rights
6.4. The Parties agree and accept that the Vendor
available under law in relation to the breaches.
Revenue, the Vendor discount/vouchers (if any),
3.4. Foodpanda shall report the breaches that lead to a
the Agency Fee, and the Amounts Payable will be
penalty as part of the Invoice (as hereinafter
calculated and shall be payable in the amounts
defined).
stated in this Agreement and that no other fees or
3.5. The above penalties shall not limit, in any manner
charges shall apply between the Parties or towards
whatsoever, the Parties’ rights at law in relation to the Customers, unless otherwise stated in this
any breaches of this Agreement. Agreement. The Vendor specifically accepts that,
if applicable, Foodpanda may set-off the Amounts
4. Suspension
Payable, Agency Fee, and amounts legally due to
4.1. Foodpanda shall have the right to temporarily Foodpanda against the Vendor Revenue.
suspend the Vendor from the Platforms, without
6.5. The Parties agree that the transfer of payments by
penalty, if:
Foodpanda to the Vendor shall be made in
a.) the Vendor has failed to pay any Foodpanda
accordance with the following:
invoices that have become due; or
a.) Vendor shall receive four (4) payments per
b.) in its reasonable opinion, the Vendor is in
month covering the Vendor Revenue for the
breach of any terms of this Agreement or may
following days: Day 1 to 7; Day 8 to 15; Day
be negatively affecting Foodpanda’s business.
16 to 22; and Day 23 to End of Month (each
4.2. For the avoidance of doubt, any suspension shall
a “Payment Period”);
not result in the termination of this Agreement,
b.) Foodpanda shall reconcile the payments
the provisions of which shall remain fully
received from Customers with the Agency
applicable. Fee and Amounts Payable and issue an
invoice (the “Invoice”) to the Vendor after
5. Indemnification from Third Party Claims
each Payment Period. Each Invoice will
5.1. Vendor will, at its expense, defend any of the provide details of the Vendor Revenue,
following types of third-party claims brought Vendor discounts/vouchers, amount already
against Foodpanda, its directors, employees, received by Vendor, Agency Fee, Amounts
officers, or agents (collectively, “Indemnitees”): Payable, and penalties under fees and
a.) any claim that, if true, would constitute a adjustments; and
breach of this Agreement by the Vendor, its
c.) Payments for each Payment Period shall be
employees, agents, or any of its representatives; b.)
received by the Vendor within five (5)
any claim related to injury to or death of any
working days from the last day of each
person or damage to any property arising out
Payment Period.

Page 4 of 10
6.6. Foodpanda shall transfer the payment of each
Payment Period to the Vendor’s provided bank
account.
6.7. The Vendor shall have the right to appeal the
Invoice in accordance with the following:
a.) Vendor shall object in writing within seven
(7) business days upon receipt of the
questioned Invoice and shall clearly state all
the reasons for the appeal, including any
supporting documentation;
b.) Foodpanda shall review the objection within
ten (10) business days from receipt thereof.
Thereafter:
i. if Foodpanda agrees with the Vendor,
Foodpanda shall adjust the Invoice,
Order Statement, or Notification of
Penalty accordingly;
ii. if Foodpanda disagrees with the Vendor,
it shall inform the Vendor and the
Parties will attempt in good faith to
resolve any dispute or claim arising out
of or in relation to this Agreement
through negotiations between the
representatives of each of Party with
authority to settle the relevant dispute.
c.) If the dispute cannot be settled amicably
within thirty (30) days from receipt of the
appeal, either Party shall be entitled to apply
the provisions of Clause 24.2.
d.) For the avoidance of doubt, any amounts due
between the Parties outside the questioned
Invoice shall be deemed valid and shall be
paid accordingly.
e.) The period for appeal shall be strictly
followed and shall not be the subject of a
waiver.
7. Commencement of Services
The Vendor shall only be listed on the Platform after
the receipt and approval of all information requested by
Foodpanda, including, but not limited to the Item
Information; a logo and approved images. Foodpanda
shall inform the Vendor, in writing, of the starting date
of the Services (“Commencement Date”), which
notification shall be deemed a part of this Agreement.
8. Marketing Materials and Intellectual Property
8.1. The Vendor agrees that its name, address, a brief
slogan, and one or more images of the Vendor,
including any logos or insignia, may be published
on the Platforms and Foodpanda partner and
affiliate platforms, so the Vendor can be identified
as available on the Platforms.
8.2. The Vendor permits Foodpanda, at Foodpanda’s
cost, to advertise the Vendor on the Platforms,
Facebook, Google, and any other social media or
relevant offline and online marketing channels and
specifically authorizes Foodpanda the use of its
intellectual property, including its logo, in doing so.
8.3. The Vendor, where practicable, is to display and
distribute official Foodpanda marketing materials
such as, inter alia, business cards of Foodpanda, and
links to the Website or the mobile application, on a
variety of online and offline tools, such as the
Vendor website (if any) and any social media
availed of by the Vendor, via a certificate picture
and an “order now” button. Foodpanda shall
provide such material or images to produce such
material. The Vendor shall not produce any
marketing materials which make reference to
Foodpanda, without the consent of Foodpanda.
The Vendor shall not bear any cost in respect of
the official Foodpanda marketing materials.
8.4. Foodpanda may provide the Vendor with offline
marketing materials, such as stickers, and the
Vendor obliges itself to display such offline
marketing materials as instructed by Foodpanda.
8.5. All Intellectual Property Rights of Foodpanda (the
“IP Rights”) contained in and including the
marketing materials mentioned in Clauses 8.3 and
8.4, and otherwise arising out of the Services shall
remain the exclusive property of Foodpanda.
8.6. It is hereby clarified that the Vendor does not have
any rights whatsoever to use or avail of any IP
Rights, including any domains or similar domain
names, unless otherwise stated in this Agreement.
8.7. It is agreed that neither Party shall obtain any other
rights to the intellectual property of the other
Party, except as stated in this Agreement.
9. Partnering Platforms
Foodpanda may display the Item Information on any
other platform owned by, operated by, or affiliated with
Foodpanda, and the terms of this Agreement apply for
such platforms as well.
10. Warranties
10.1. The Vendor represents, warrants and undertakes
that the use by Foodpanda of the name, logo, or
image of the Vendor on the Platforms and on
other marketing materials in accordance with
Clause 8 of these Terms shall not infringe the
intellectual property rights of any third party.
10.2. In case the Vendor is in breach of Clause 10.1,
with the result that Foodpanda is obligated to pay
royalty fees or any other payment (the “Royalty
Fee”) to any third party for the use of the name,
logo, or image of, or used by, the Vendor, in order
to provide the Services, the Parties agree that such
Royalty Fee shall be borne wholly by the Vendor.
10.3. The Parties agree that Foodpanda shall be allowed
to enter into an agreement with the third party on
the subject matter of the Royalty Fee.
10.4. Vendor acknowledges that it is aware that
Foodpanda is a reputable company in the
Philippines, which seeks to provide convenience,
reliability, and quality to Customers. As
Foodpanda’s systems and operations are heavily
dependent on Customer experience and feedback,
the Vendor confirms and agrees that in the event
the Vendor fails to observe or comply with
Foodpanda’s operational standards, particularly
the
Page 5 of 10
 applicable penalties as specified in Clause 3.2, the
Vendor shall pay a monetary penalty to
Foodpanda in accordance with the foregoing
provision as liquidated damages (“Customer
Recovery Charge”). The aforesaid Customer
Recovery Charge shall not prejudice the right of
Foodpanda to claim damages for the costs and
expense of taking such steps as deemed necessary
by Foodpanda to rectify such non-observation
and/or non-compliance of such operational
standards.
10.5. Each Party warrants that it shall not take any
action which is intended, or would reasonably be
expected, to harm the other Party’s reputation or
which would reasonably be expected to lead to
unwanted or unfavorable publicity to the other
Party; provided, however, the foregoing limitation
shall not apply to: (i) compliance with any legal
process or subpoena; or (ii) statements in response
to authorized inquiry from a court or regulatory
body.
11. Confidentiality and Data Privacy
11.1. A Party (the “Receiving Party”) shall keep in
strict confidence all technical or commercial
know-how, specifications, inventions, processes or
initiatives which are of a confidential nature and
have been disclosed to the Receiving Party by the
other party (the “Disclosing Party”), its
employees, agents, or subcontractors, and any
other confidential information concerning the
Disclosing Party’s business, its products, and
services which the Receiving Party may obtain (the
“Confidential Information”). The Receiving
Party shall only disclose such confidential
information to those of its employees, agents, and
subcontractors who need to know it for the
purpose of discharging the Receiving Party’s
obligations under this Agreement, and shall ensure
that such employees, agents and subcontractors
comply with the obligations set out in this Clause
as though they were a party to this Agreement.
The Receiving Party may also disclose such of the
Disclosing Party’s confidential information as is
required to be disclosed by law, any governmental
or regulatory authority, or by a court of competent
jurisdiction. For the avoidance of doubt, the
provisions of this Agreement are considered
Confidential Information. This Clause 11.1 shall
survive termination of this Agreement.
11.2. In the course of performing their respective rights
and obligations under this Agreement, the Parties
may provide each other with Personal Data (as
defined in the Data Privacy Act of 2012 or the
“DPA”) belonging to the Customers, their
employees, agents, and contractors, or other third
parties the (“Personal Data”). Such Personal
Data may include, among others: name, address, e-
mail address and telephone number or other
information which are required for the
performance of the Parties’ respective rights and
obligations under this Agreement (including
photographs of persons for purposes of proof of
delivery). The Parties hereby undertake to use the
Personal Data only for the purposes of enforcing
rights and performing obligations under this
Agreement, unless otherwise allowed by law, and
at all times, in accordance with the provisions of
the DPA, its Implementing Rules and Regulations,
and other applicable data privacy laws. The Parties
shall not retain, store, or process, in any manner
whatsoever, any part of the Personal Data, unless
legally required to do so. Further, unless legally
permitted under this Agreement, Foodpanda is
under no obligation to share personal information
of Customers to the Vendor.
11.3. The Parties shall ensure that all their respective
officers, employees, agents, or sub-contractors
that have access to or use Personal Data, or any
part thereof, shall abide by the provisions of
Clause 11.2.
12. No Partnership
Nothing in this Agreement is intended to, or shall be
deemed to, establish any corporate partnership or joint
venture between the Parties.
13. Amendments
13.1. Foodpanda shall have the right to amend any
portion of this Agreement, provided that it shall
inform the Vendor of such amendments in
writing, which shall not be shorter than seven (7)
days from date of notification.
13.2. In the event of the Vendor disagreeing with such
amendments, it shall have the right to terminate
this Agreement in accordance with the provisions
of Clause 19.1(a).
13.3. It is specifically agreed that all amendments shall
be effective between the Parties with effect from
the date of notification by Foodpanda in
accordance with Clause 13.1, without the need for
any additional signatures or documentation, unless
objected to in accordance with Clause 13.2.
14. Force Majeure
14.1. For the purposes of this Agreement, “Force
Majeure Event” means an event or incident
beyond the reasonable control of either Party
including but not limited to acts of God; war; riot;
civil commotion; declared pandemic; or terrorist
action.
14.2. Neither Party shall be liable to the other Party as a
direct result of any delay or failure to perform its
obligations under this Agreement as a result of a
Force Majeure Event.
14.3. If a Force Majeure Event prevents either Party
from performing its obligations under this
Agreement for more than four (4) weeks, either
Party shall, without limiting its other rights or
remedies, have the right to terminate this
Agreement immediately by giving written notice
to the other Party.
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15. Third Parties
A person who is not a party to this Agreement shall not
have any rights to enforce its terms.
16. Notices
16.1. All notices required under this Agreement shall be
in writing, addressed to the agreed contact
person/address as per the Vendor Agreement, and
be deemed duly given:
a.) On the same day when delivered, if delivered
by hand during normal business hours of the
recipient;
b.) On the same day when sent, if transmitted by
fax or e-mail to the representative indicated in
the Vendor Agreement or any approved
substitute thereof, and a confirmation of
receipt or delivery is provided; or
c.) On the third business day following mailing, if
sent by post.
16.2. Foodpanda shall have the right to assign an
employee to serve as account manager of the
Vendor and in which case notices to and from
Foodpanda shall be course through the said
employee.
17. Assignment
17.1. Foodpanda may at any time assign, transfer,
mortgage, charge, subcontract, or deal in any other
manner with all or any of its rights under this
Agreement and may subcontract or delegate in any
manner any or all of its obligations under this
Agreement to any third party or agent.
17.2. The Vendor shall not, without the prior written
consent of Foodpanda, assign, transfer, mortgage,
charge, subcontract, declare a trust over, or deal in
any other manner with any or all of its rights or
obligations under this Agreement.
18. Waiver
A waiver of any right under this Agreement or law is
only effective if it is in writing and unless explicitly
stated, shall not be deemed to be a waiver of any breach
or default of this Agreement. No failure or delay by a
Party in exercising 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 its 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.
19. Term and Termination
19.1. This Agreement shall commence on the
Commencement Date and will continue for an
indefinite period, unless terminated earlier in
accordance with this Clause 19.1. This Agreement
may be terminated:
a.) by either Party for convenience upon giving
the other Party not less than five (5) business
days’ prior written notice;
b.) with immediate effect upon the provision of
written notice by either Party in the event of
material breach of this Agreement by the other
Party; or
c.) at any time by mutual written agreement
between the Parties.
19.2. Foodpanda shall have the right to terminate this
Agreement, with immediate effect and without
any liability, in the event of a breach of Clause
2.1.14, provided that the Vendor has failed to
remedy the breach within a maximum period of
two (2) business days from receipt of the
notification of the breach.
19.3. Upon termination of this Agreement, for any
reason:
a.) Foodpanda shall remove the listing of the
Vendor from the Platforms;
b.) the Vendor is obliged to return, within thirty
(30) days from termination, all Foodpanda
property in its possession, including in
particular, the assets loaned by Foodpanda and
any unreturned/damaged assets (except for
fair wear and tear) shall be chargeable to the
Vendor;
c.) the Vendor must immediately remove any
reference to Foodpanda and/or any of
Foodpanda’s intellectual property from its
premises, website, and/or marketing materials; d.)
the accrued rights, remedies, obligations and
liabilities of the Parties at the date of expiry or
termination shall be unaffected, including the right
to claim damages in respect of any breach of this
Agreement which existed on or before
the date of termination or expiry; and
e.) Clauses which expressly or by implication
survive termination of the Agreement shall
continue in full force and effect.
20. Limitation of Liability
20.1. Nothing in this Agreement shall limit or exclude
either Party’s liability for death or personal injury
caused by its negligence, or the negligence of its
employees, agents, representatives, or
subcontractors.
20.2. Subject to Clause 20.1:
a.) Neither Party shall be liable to the other Party,
whether in contract, tort (including
negligence), breach of statutory duty, or
otherwise, for any loss of profit, or any
indirect or consequential loss or damages
arising under or in connection with this
Agreement; and
b.) Foodpanda’s total liability to the Vendor in
respect of all other losses arising under or in
connection with this Agreement, whether in
contract, tort (including negligence), breach of
statutory duty, or otherwise, shall in no
circumstance exceed the Agency Fees paid in
the preceding year at the time of the event
giving rise to such liability.
Page 7 of 10
20.3. This Clause 20 shall survive termination of this
Agreement.
21. Conflicting Terms
21.1. To the extent that any of these Terms conflict
with the contents of the Vendor Agreement
(including, without limitation, any fees or
conditions detailed in the Vendor Agreement), the
terms of the Vendor Agreement shall prevail.
21.2. This Agreement is written in the English language,
which shall be the sole language of interpretation
in the event of any translations.
22. Entire Agreement
This Agreement sets forth the entire agreement and
understanding between the Parties or any of them in
relation to the subject matter of this Agreement and
supersedes and cancels in all respects all previous
agreements, letters of intent, correspondence,
understandings, agreements and undertakings (if any)
between the Parties with respect to this subject matter
hereof, whether written or oral.
23. Severability
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.
24. Governing Law and Jurisdiction
24.1. 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 the Philippines.
24.2. Each Party agrees that any dispute arising out of
this Agreement shall be subject to the exclusive
jurisdiction of the appropriate court in the City of
Makati, Philippines, to the exclusion of all other
courts.
24.3. Unless otherwise agreed upon or if the
circumstances forbid, performance of this
Agreement shall continue during the settlement of
disputes including in instances described under
Clause 6.7. No payment due or payable by the
Vendor, or amount to be transferred by
Foodpanda shall be withheld on account of a
pending court dispute or other dispute resolution
mechanism except to the extent that such payment
is the subject of such dispute.
25. Preferred Partnership
25.1. In return for the Preferred Partnership Rate
agreed to in the Vendor Agreement (if applicable),
subject to Clauses 25.2 and 25.3 below, the
Vendor agrees that throughout the duration of this
Agreement, it shall work on a Preferred
Partnership basis with Foodpanda by not entering
into any agreements with any or select third parties
that provide services that are similar or identical to
the Services (“Third Parties”).
25.2. Should the Vendor not opt to work on a Preferred
Partnership basis with Foodpanda, the Non-
Preferred Partnership Rate agreed to in the
Vendor Agreement shall apply.
25.3. In the event of the Vendor opting to shift from
the Preferred Partnership Rate to the Non-
Preferred Partnership Rate, it shall inform
Foodpanda of such decision with at least ninety
(90) days’ written notice and the Non-Preferred
Partnership Rate shall apply with effect from the
first day of the following month following the end
of notice.
25.4. In the event of the Vendor opting to shift from
the Non-Preferred Partnership Rate to Preferred
Partnership Rate it shall inform Foodpanda of
such decision, at least five (5) business days’ notice
prior to the shift.
25.5. Should the Vendor opt not to work on a Preferred
Partnership basis with Foodpanda and fail to
inform Foodpanda of such decision with at least a
ninety (90) day notice, the Vendor agrees that the
Non-Preferred Partnership Rate shall apply with
effect from the date that the Vendor begins
working with any Third Parties.
26. Photography Package
26.1. If the Vendor opts for one of the Photography
Packages stated in the Vendor Agreement,
Foodpanda shall organize for the photographs to
be taken and shall have all necessary intellectual
property rights to use the photographs on the
Platforms.
26.2. Vendor shall pay the monthly Photography Fee to
Foodpanda as stated in the Vendor Agreement
and as part of the Amounts Payable. The
Photography Fee stated is VAT exclusive.
26.3. The Vendor agrees and acknowledges, that the
Photographs shall only be used in the Platforms.
No additional usage right shall be granted to the
Vendor.
26.4. In case the Vendor Agreement will be terminated
within the first contract year either by Foodpanda
in accordance with Clause 19.1(b) or by the
Vendor in accordance with Clause 19.1(a) or
19.1(c), the Vendor will pay 50% of the
Photography Fee to Foodpanda (if a Photography
Package is availed of). Foodpanda shall invoice
such amount within thirty (30) days after
termination of the Vendor Agreement.
27. Notifications and Call Recording
27.1. By signing this Agreement, the Vendor consents
and agrees that Foodpanda may use the Vendor’s
information in the Vendor Agreement to provide
notifications (either directly or through its third
party provider) in relation to this Agreement,
Page 8 of 10
 including but not limited to delivery notifications, website. Vendor shall pay the pandago fee in
finance and operational notifications, promotions, accordance with the payment terms of this
deals, portal education, surveys, feedback and Agreement
marketing updates, via various communication
and social media channels including but not
limited to email, short message service (SMS),
WhatsApp, LINE, Google and/or Facebook. The
Vendor may withdraw its consent and opt out
from receiving such notifications at any time by
clicking on the “Unsubscribe” button provided in
the notifications.
27.2. By signing this Agreement, the Vendor consents
and agrees to the monitoring and/or recording, at
any time and from time to time, by Foodpanda, its
affiliates, agents and/or sub-contractors of any
and all oral communications between the Vendor’s
employees, personnel and/or agents and Vendor’s
employees, personnel and/or agents in relation to
the Services and/or this Agreement for record
keeping, audit and quality training purposes.
Vendor further consents and agrees to waive any
requirement of further notice from Foodpanda of
such monitoring and/or recording, and to notify
and obtain the consent of its employees, personnel
and/or agents to such monitoring and/or
recording.

28. Authorized Signatories

The Vendor acknowledges that Foodpanda’s approval
and agreement to be bound by the terms and conditions
under this Agreement shall only constitute to be legally
binding when signed by at least two (2) duly authorized
representatives of Foodpanda.

29. pandago
29.1. Foodpanda offers “pandago” an ‘On Demand
Rider Platform’ where Vendor shall be entitled to
preferred payment processing, access to may
request for a delivery to be made from its location
to its customer’s address through a rider provided
from Foodpanda’s rider pool (“pandago Service”).
Vendor may access the pandago Service using the
Vendor Portal or via the ‘Request a Rider’ page
found on the pandago website,
https://pandago.ph.
29.2. By using the pandago Service:
a.) Vendor consents and agrees to be bound by
the pandago Terms and Conditions (“pandago
T&Cs”), as may be amended from time to
time. The pandago T&C’s are incorporated by
reference herein and are accessible at
https://pandago.ph/termsandconditions or
via the link on the pandago website. In the
event of any inconsistency between the
pandago T&Cs and the terms of this
Agreement, the pandago Terms and
Conditions shall prevail in relation to the use
of pandago.
b.) Vendor shall pay Foodpanda a delivery fee for
the pandago Service (“pandago fee”), as
reflected on the Vendor Portal or the pandago

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 ANNEX A
Customer Recovery Charge (CRC)
What is the Customer Recovery Charge (CRC)?
CRC is a deduction of PHP 56 (12% VAT incl.) for rejected orders. Vendor will only be charged if it has an order
rejection rate of 2% or higher. The CRC is meant to compensate foodpanda for the associated incurred costs
(customer vouchers, rider payments, loss of customer etc.) with every rejected order.

For more details about Vendor performance, you may view the reports on your portal (“Vendor Performance Tab”) by
logging in to https://foodpanda.portal.restaurant/login

How often is the CRC calculated?

CRC is calculated based on your rejection rate from the previous two (2) weeks. If you receive your invoice and your
order rejection rate is less than 2%, we will not deduct CRC. However, if you have rejected at least 2% of your orders,
we will deduct CRC on every order you rejected in the previous two (2) weeks.

How will I know how much CRC I have been charged? The
biweekly CRC will be visible on your invoice (see below).

When will foodpanda apply a customer recovery charge?

Once your order rejection rate is at least 2%, CRC will be deducted on every rejected order by the Vendor to
compensate foodpanda for the associated incurred costs (customer vouchers, rider payments, loss of customer).

Don’t worry, we will only consider rejected orders which are fully in your control. If it is an issue that is out of the
Vendor’s control, we would not take it into consideration. CRC will no longer be deducted for delayed orders.

Below are the situations we could apply the CRC and what you can do to prevent these from occurring:

Rejection Reasons How can I prevent this?

● Check that you have provided the correct opening hours to

us to avoid receiving orders when your kitchen is closed
When you reject an order on
● If you are too busy during the day to accept orders, please
the tablet because:
● You are closed be proactive and go offine until you are available again
● You are busy ● Make sure you proactively turn off any product when they
● A product is unavailable run out of stock, to prevent customers from ordering the
● You did not respond to the product in the frst place
order
● Put the tablet at an area where you can see and accept
new orders easily, and increase the volume of notifcations

How will this be shown on the invoice?

Your invoice will include an additional section with the details of the orders that had issues, as well as the fee amount
for these orders. This section will only be shown if you incur a fee, thus, if you did not incur any CRC, your invoice will
not have an additional section, and no charges will be applied.

For the cases where you incurred CRC, the total fee amount will be deducted from the payment amount for that given
invoice.

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