Home Vendor’s Online Ordering Services Contract

Hereunder also referred as the “Agreement”

Between

Hereunder referred as the “Home Vendor”

AND
Delivery Hero Pakistan (Pvt.) Limited (“Foodpanda Pakistan”)
Hereunder referred as the “Provider”
Both, the Home Vendor and the Provider hereunder also referred each as “Party” and together as the “Parties”.

Dated:

Hereby, it is agreed that Home Vendor will be using the services provided by the Provider under which all the online-orders processed and other services provided by the Provider
will be forwarded to the Home Vendor at the following service fee:

Starting Service Model

Foodpanda Delivery
Basic fee & Onboarding Cost Standard Success fee of order value
28% of the order value for Foodpanda Delivery.
Standard Onboarding fee:

Discounted Onboarding Fee: Payment

Details:
Discounted Success fee of order value
Cash
 Cheque # _ _ _ _ _ _ _ _ _ _ _ _ of the order value
 for Foodpanda Delivery
Special terms ( If any )

I, ____________________________________being [the Home Vendor] [an authorized representative of the Home Vendor] stated in the Agreement hereby confirm that:
I have read the terms and conditions below and am fully conversant with the Agreement and the clauses within the Agreement.

I understand that all terms within the Agreement are confidential and I will not disclose the terms to third party without written confirmation
from the Provider.
I understand that the assets which may be provided by the Provider include but are not limited to Tablet, Stand, access to the Vendor/Vendor
mobile Application etc., is the property of the Provider. I undertake to keep safe; not misuse and or use the Provider’s property in any way
detrimental to the Provider and/or its customer’s interest. The cost of any human mistake, misuse and or abuse by me of the Provider’s property
will be charged in an invoice and/or claims may be raised by the Provider to indemnify itself in respect of any claims or losses. I confirm and
understand that the Provider registers the assets provided to the Home Chef against the Computerized National Identity Card o f the individual
who has entered into this Agreement as the Home Vendor or authorized on behalf of the Home Vendor, and will be the responsible person for
all assets provided to the Home Vendor under or pursuant to this Agreement.
I understand that the Provider will collect and deliver all orders on credit and will make weekly reimbursements after deducting commissions,
including listing fee and online transaction charges, to my registered bank account.
I agree to pay penalties as mentioned in Appendix A of the Agreement, when failing to provide appropriate services to the customer.

I agree to provide correct information to the best of my knowledge as mentioned in Appendix B to this Agreement.

I hereby agree to provide professional services to customers and will prepare food within the given time assigned at the time of acceptance of
order.
I understand that the Provider has the right to fine me / issue warnings / suspend my services (with or without notice) if my issue
rate/cancellations exceed(s) 2% of the total orders processed by me in a calendar month.
I understand that the Provider has established a partner service team for my business (complaints.homechefs@foodpanda.pk or
02137131989), which can be reached for any complaints/menu updates and suggestions.

Home Vendor’s
Initials
foodpanda Initials
foodpanda
Delivery Hero Pakistan (Pvt.) Limited
2nd Floor, Bahria Town Tower
Tariq Road Karachi
WHEREAS the Provider, as part of the online platform listed at
www.foodpanda.pk (the “Website”) and a mobile application (collectively the
“Foodpanda Platforms”), provides an online marketplace for a number of
Home Vendors to list their services for the preparation of food items, through
which customers accessing the Foodpanda Platforms can order food items
directly from the Home Vendor for delivery by the Provider.
WHEREAS the Home Vendor desires to list its services on the Foodpanda
Platforms and the Provider desires to list the services of the Home Chef on the
Foodpanda Platforms through which the Provider will enable users of the
Foodpanda Platforms to place an order with the Home Vendor for the
preparation of food items to be delivered by the Provider (the “Services”) in
Pakistan (the “Territory”). 1 Home Vendor Rights, Obligations and Duties:
NOW THEREFORE, it is AGREED as follows:
Terms and Conditions
The Home Vendor agrees and understands that:
(i) the Provider does not act for and on behalf of any person (i.e customers)
accessing the Foodpanda Platform to place an order.
(ii) The Home Vendor agrees and understands that all orders placed by
customers accessing the Foodpanda Platforms for the preparation and
delivery of food items from the Home Vendor shall be transmitted by the
Provider to the Home Vendor via a printer / tablet / Home Vendor app 2.3 Provide the Provider with all of the menu information as requested under
installed by the Provider or, in exceptional circumstances, by phone, to the
Home Vendor.
(iii) The Home Vendor agrees and understands that the Provider shall, upon
delivery of the food prepared by the Home Vendor, accept payment (online
and/or cash)from the customer in respect of the order placed with the
Home Vendor and that such payment shall be accepted by the Provider in
the name of and for the account of the Home Vendor and transmitted to
the Home Vendor, after deducting the fees already agreed upon by the
Parties as per the commercial rate as mentioned above or in instances
wherein customer chooses to pick up the order on his or her own in lieu of
delivery, once an order is placed via the Foodpanda platform.
(iv) the access and use of the Foodpanda Platforms by a user will be subject to
the general Terms and Conditions as found on the Foodpanda Platforms.
1. Provider’s Rights, Obligations and Duties:
In order to provide and perform the Services, the Provider shall:
1.1have full right to remove and/or amend certain items from the Menu 2.6 Provide the Provider with a clear acceptance or rejection of all orders placed by a
Information (defined below) at its sole discretion, provided that the
Provider shall inform the Home Vendor of such changes and no
untrue information shall
be made available to the Provider by the Home Chef in this regard;
2.7 in the exceptional case of the Home Vendor providing the Provider with a rejection
1.2 Have the right to recommend the prices for the food items offered
by the Home Vendor on a case-by-case basis by offering discounts
after discussion and mutual agreement between the Parties.
1.3 Not be obliged to, but may, provide and /or install one or more of 2.8 Upon accepting an order, prepare and fulfil such order without delay, pack it in
the following order processing assets at the Home Vendor’s
premises; a printer; mobile/phone; tablet; Home Vendor app. All
assets provided will be the Provider’s property and returnable back
to the Provider at termination of the Agreement.
1.4 Provide free maintenance and technology upgrade support to the
Home Vendor as per warranty claim policy of any device provided 2.9 The Home Vendor shall provide the Providers with a realistic estimated delivery
to the Home Vendor by the Provider and may provide an alternate
device and warranty in-case of any technical fault as per the warranty
claim policy.
1.5 Shall transmit an order placed by a customer on the Foodpanda
Platforms to the Home Vendor through Home Vendor Application
or via phone call (only when the Home Vendor Application is not
working) and accept the customer's payment online or in cash (save
for pick up orders which shall be paid by the customer via online
payment only)
1.6 The Provider in performing the delivery services shall :
1.6.1 Endeavour that its delivery partners arrive at the Home
Vendors premises in time to collect the food prepared by
the Home Vendor and the Home Vendor covenants to 2.15 If the customer chooses to opt for pick up/take away of the order on his or her
have the food prepared in time to ensure the food is
delivered in accordance with the delivery time stated on
the Foodpanda Platforms.
1.6.2 Have the right to charge the customer a delivery fee
(“Foodpanda Delivery Fee”), and determine a
minimum order value, at its own discretion;
1.6.3 Transfer to the Home Vendor the order amount/for such
orders minus the success fee/commission fee in
accordance with clause 6 of this Agreement;
1.6.4 Inform the Home Vendor in writing of any changes
implemented to the procedures put in place by the
Provider at least 2 days prior to the intended change
taking place, and the Home Vendor shall as such comply
with all such change/s; and
1.6.5 Have the right to alter, at its sole discretion, any services
related to delivery, including delivery areas and
operational timing, without prior notice.
1.7 The Provider shall provide to the Home Vendor the contact details
of the point of contact for the Home Vendor in “Appendix B” who
may be contacted by the Home Vendor in case of any queries,
emergencies. In case the Provider updates the contact information,
the same shall be notified to the Home Vendor within two (2) days
prior to the effective date of change of contact information.
The Home Vendor shall:
2.1 Provide the Provider with their National Tax Number and Provincial Sales Tax
Number, where applicable, upon signing of this Agreement and communicate
any change therein to the Provider immediately.
2.2 Ensure they are available to receive the appropriate training from the Provider in
order for the Home Vendor to operate the system provided by the Provider with
ease;
“Appendix C” of this Agreement (“Menu Information”) to be made available
for display on the Foodpanda Platforms. Should the Home Vendor wish to
change/amend/update any of the Menu Information (excluding a reduction in
price, discount or promotion in respect thereof), it shall inform the Provider in
writing of any such proposed change at least 2 business days before the intended
change(s) take(s) place, together with an updated copy of the latest menu
reflecting such change(s). Such change(s) shall not occur more than once per
month, barring exceptional circumstances to be determined by the Provider;
2.4 Comply with all local laws and regulations applicable to its business and operations
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
2.5 Provide the Provider, its employees, agents, consultants and any individual or entity
authorized by the Provider, access to the Home Vendor's premises and other
facilities as reasonably required by the Provider to perform the Services;
user of the Foodpanda Platforms and transmitted by the Provider to the Home
Vendor, no later than 5 minutes from the time the order was transmitted to the
Home Vendor;
as per clause 2.5, the Home Vendor shall clearly state the reason(s) for such
rejection no later than 5 minutes from the time the order was transmitted
to the Home Vendor;
accordance with the Provider’s standards and requirements as communicated
from time to time to the Home Vendor as well as any applicable law, and no less
than the common applicable industry standards for the preparation and
packaging of such food items, and transfer it to the Provider’s delivery personnel
(or to their own delivery person, as applicable); together with the required cutlery.
time at the same time as providing the Menu Information.
2.10 The Home Vendor shall ensure that the delivery time stated on the Website/app.
complies with the delivery time actually required.
2.11 The Home Vendor shall deliver all orders received through the Provider in
accordance with the delivery time indicated when accepting the order.
2.12 Immediately inform the customer and/or rider of any delay in delivering the order
according to the estimated delivery time;
2.13 Deliver the order in a state that a customer would expect for that type of food,
with the appropriate packaging;
2.14 Inform the Provider about any cancelled, fake or any non-fulfilled orders within
48 hours from acceptance of the order;
own in lieu of delivery, then:
2.15.1 such an order shall be subject to all the clauses as stated in this Agreement
except clause 1.6 as mentioned herein above which are specifically related
to the Delivery of the order.
2.15.2 A delivery fee or any other extra charges which has not been
communicated to the customer at the time of placing the order shall not
be charged to the customer by the Home Vendor upon pick-up of the
order by the Customer. Breach of this clause shall be considered a material
breach subject to rights as stated in clause 19 of this agreement;
2.15.3 The Home Vendor shall prepare the order in a timely manner so that the
order is available for pick-up by the customer at the time communicated
Foodpanda (initials)
Home Home
Vendor(initials)
foodpanda
Delivery Hero Pakistan (Pvt.) Limited
2nd Floor, Bahria Town Tower
Tariq Road Karachi
to the customer by the Home Vendor, upon Customer placing the order
via Provider’s (foodpanda) application;
2.15.4 It shall be the Home Vendor's responsibility to ensure that the order is
handed over to the right customer. Foodpanda shall not be liable if the
order is not received by the customer or not received in a timely manner; 2.27 The Home Vendor understands that the Provider shall have the right to take legal
2.15.5 Any disputes arising as a result of the Customer’s unsatisfactory experience
with the pick-up of the order from the Home Vendor shall not
impact/affect Provider's responsibility. In such a case, Provider’s
responsibility shall only be limited to the customer’s use and receiving of 2.28 The Provider may also take legal actions to recover its Property (as mentioned
correct information as communicated by the Home Vendor using the
Home Vendor Application to the Customer through the Provider’s
Customer; and
2.15.6 The Home Vendor shall be subject to damages as per clause 3 of this
agreement in case of complaint by the Customer for the order not being
prepared for pick-up at the time communicated to the Customer;
2.15.7 In the event of pick-up by the end customer, all applicable contractual and
other provisions shall be interpreted consistently with clause 2.16.
2.16 The Home Vendor shall ensure uniformity of all portions provided to its
customers through the Providers Services.
2.17 The Home Vendor shall ensure and it shall be the responsibility of the Home
Vendor that the quality, hygiene and safety of the food prepared by the Home
Vendor and provided/delivered to the customer through the Providers Services
are as per the industry standards for food quality, hygiene and safety and in
accordance with all applicable laws rules and regulations. Any breach of this 3
clause shall be considered a material breach of this Agreement..
2.18 The Home Vendor shall ensure and it shall be the responsibility of the Home
Vendor that all raw materials used, including but not limited to the groceries,
spices, condiments, meat etc. in the preparation of an order shall comply with all
applicable laws, rules and regulations prescribed in this regard. Any breach of this
clause shall be considered a material breach of this Agreement.
2.19 The Home Vendor accepts that customers expect the highest quality of food from
them as any vendor as per the industry standards for food quality. The Home
Vendor shall be solely responsible and liable (and shall hold the Provider and its
officers, agents, employees indemnified) for any and all customer queries, claims
and/or complaints in respect of the contents, missing items, wrong items and
quality, safety and hygiene of the food prepared by the Home Vendor and
delivered by the Provider including any health condition developed as a result of
consuming the food prepared by the Home Vendor including but not limited to
food poisoning, death and/or any consequential effects thereof;
2.20 Ensure that it has available at all times sufficient capacity (including staff, food
items and equipment) to process all orders received through the Provider in
accordance with the average delivery time or pickup time provided to the
customers;
2.21 Immediately inform the Provider of any menu items that are not available at any
3.3 For the purposes of sections 3.1 above and Appendix A read therewith, any
given time and shall do so by accessing the Home Vendor App or the backend if
available to Home Vendor, or by phone, if the Home Vendor App or backend
access is not possible;
2.22 Prices:
2.22.1 Should the Home Vendor intend any price reduction, promotion or
discount for any of its items ordered through the
means/platforms/channels other than the Foodpanda Platforms, the 4.1 The Provider shall have the right to temporarily suspend the Home Vendor from
Home Vendor shall notify the Provider at least [7] days in advance stating
the extent of the price reduction, promotions or discounts, the respective
effective date and the duration thereof. The Provider has the right to
provide such offers to the Home Vendor’s customers on its platform.
2.22.2 Home Vendor shall ensure all prices communicated to the Provider will
be identical to the prices stated for Home Vendor’s own delivery service
(if available) including but not limited to delivery fee, discounted deals,
special promotions etc. Any difference in the pricing shall be considered
a material breach of this Agreement.
2.23 Treat the Providers delivery service providers/riders in in a respectful and civilized
manner which includes but is not limited to the prohibition of use of abusive
language, abusive behavior, harassment, assault and battery. Training shall be
provided to the Home Vendor and its staff in this regard. Breach of this clause
shall constitute a material breach of this Agreement.
2.24 Home Vendor agrees to accept electronic vouchers issued by the Provider to users
of the Foodpanda Platforms for any marketing/promotional campaigns, or
issued as a result of any unsatisfactory experiences of the customers (as
determined by the Provider) and which may be used by the users during checkout For the avoidance of doubt, any suspension shall not result in the termination of this
at the Foodpanda Platforms.
2.25 The Home Vendor agrees to accept such vouchers for online payments and cash
on delivery. The payment of all such vouchers will be reimbursed by the Provider 5
in the monthly/weekly invoice together with any amount paid after adjustment
of the value of the voucher. 5.1 The Home Vendor will, at its own cost and expense, defend any and all of the
2.26 The Home Vendor agrees to own full responsibility of the SIM inside any tablet
provided by the Home Vendor and will be fully liable if misused in any illegal or
unethical way.
action against the Home Vendor for any abuse, misuse, illegal and unethical
activity conducted using, involving and/ or including the Provider’s Property
during, upon or after the termination of this Agreement
above) upon termination of this Agreement by either party.
2.29 Home Vendor agrees to use the tablet (if provided) only for foodpanda Online
Ordering while the Provider agrees to enable internet services on the tablet free
of cost and free Wi-Fi where applicable to the Home Vendor.
2.30 The Home Vendor shall perform its obligations under this Agreement at all times
in a competent, professional, and businesslike manner, as per established industry
standards, practices, and principles, and within the deadlines set forth herein.
2.31 The Home Vendor shall provide contact information and address as required by
the Provider under Appendix B to this Agreement. In case the Home Vendor
intends to update the provided information the Home Vendor shall notify the
Provider 7 days prior to the effective date of change in contact information.
Customer recovery charge- Damages/Penalty
3.1 The Home Vendor acknowledges that it is aware that the Provider is a reputable
company in Pakistan, which seeks to provide convenience, reliability, and quality
to customers. As Provider’s systems and operations are heavily dependent on
customer experience and feedback, the Home Vendor confirms and agrees with
the Provider that in the event the Home Vendor fails to observe or comply with
The Provider’s operational standards as specified in Appendix A (and as amended
by the Provider from time to time), the Home Vendor shall pay to the Provider
such sum as shall be determined by the Provider in accordance with Appendix A
as liquidated damages (“Customer Recovery Charge”). The aforesaid Customer
Recovery Charge shall not prejudice the right of the Provider to claim damages
for the costs and expense of taking such steps as deemed necessary by the
Provider to rectify such non-observation and/or noncompliance of such
operational standards. For the avoidance of doubt, this Clause 3.1 is intended to
be read in conjunction with Appendix A.
3.2 Home Vendor specifically acknowledges that it has read, understood and agrees
with the provisions of clause 3 and also agrees that the application of the
provisions of clause 3 shall be applicable until notification of suspension by
Provider, provided that Home Vendor is given a minimum of 7 days written
notice.
feedback received by Provider from a customer in relation to the delivered order
shall be considered as an inspection performed by Provider and the Home
Vendor shall accept any such outcome without contest. Furthermore, despite the
payment of the liquidated damages, Provider shall reserve all its rights at law in
relation to the breaches.
4 Suspension
the Foodpanda Platforms, without penalty, if:
4.1.1 In its reasonable opinion, the Home Vendor is in material breach of any
terms of this Agreement or may be negatively affecting the Provider’s
business; and/or
4.1.2 There has been a complaint pertaining to a health condition developed as a
result of consuming food prepared by the Home Vendor in which case a
thorough investigation shall be conducted by the Provider during which
the Home Vendor shall remain suspended from the Foodpanda Platforms.
The Home Vendor shall be off-boarded incase the Provider initiated
investigation or any investigation initiated by any competent authority
results in the finding of fault on part of the Home Vendor; and/or
4.1.3 There have been complaints about the quality of the order as prepared by
the Home Vendor in which case a thorough investigation shall be
conducted during which the Home Vendor shall remain suspended form
the foodpanda Platforms. The Home Vendor shall be off-boarded incase
any investigation findings (whether carried out by the Provider or by a
competent authority) indicating the use of low quality goods/raw material
being used on part of the Home Vendor.
Agreement, the provisions of which shall remain fully applicable.
Indemnification from Third Party Claims
following types of third-party claims brought against the Provider, its directors,
officers, or agents (collectively, “Indemnified Persons”):
3
Foodpanda (initials)
Home Home
Vendor(initials)
foodpanda
Delivery Hero Pakistan (Pvt.) Limited
2nd Floor, Bahria Town Tower
Tariq Road Karachi
5.1.1 Any claim that, if true, would constitute a breach of this Agreement by the
Home Vendor, its employees, agents or representatives;
5.1.2 Any claim related to injury or death of any person or damage to any property
arising out of or related to the Home Vendor obligations arising out of this
Agreement; or
5.1.3 any claim that otherwise arises from the negligence, acts, or failures to act,
of the Home Vendor, its employees, agents or representatives.
5.1.4 The Home Vendor will indemnify and hold harmless the Indemnified
Persons from any costs, losses, claims, damages and fees (including
reasonable legal fees) incurred by any of them that are attributable to any
such claim.
5.2 The Provider will indemnify and hold harmless the Home Vendor, its directors,
officers, or agents (collectively, “Home Vendor Indemnified Persons”) from
any costs, losses, claims, damages and fees (including reasonable legal fees)
incurred by any of them that are attributable to:
5.2.1 Any claim that, if true, would constitute a breach of this Agreement by the
Provider excluding any claims brought for the quality of the food and/or
any health conditions developed as a result of consuming it.
6. Fees, Payment and Collection of Funds
6.1 The Home Vendor grants the Provider the authority to receive any funds in the
name, and for the account of the Home Vendor paid by the customers, whether
by online means or in cash.
6.2 In the event of cash payment by the customer at delivery, the Provider, making the
delivery shall be responsible for collecting the cash payment, and reconciling with
the Home Vendor in accordance with the provisions of clause 6.6.
6.3 In the event of online payments, the Provider shall collect money and reconcile in
accordance with the provisions of clause 6.6.
6.4 The Parties agree and accept that the Home Vendor’s order revenue, the Providers
commission fee/success fee and delivery fee (if any) will be calculated and payable
in the amount agreed to in this Agreement and that no other fees or charges shall
apply between the Parties or towards the customers, except as provided for in
this Agreement. Home Vendor specifically accepts that, if applicable, the
Provider may set-off the Providers success fee/commission fee against the Home
Vendors order.
6.5 The Parties agree and accept that within five (5) business days from the end of every
month or (3) business days from the end of every week( for weekly payments),
starting from the Commencement Date (as defined below) (each a "Payment
Period"), the Provider will issue a monthly/weekly ordering statement (“Order
Statement”) via e-mail which would include/state Cash On Delivery orders,
online payment orders and Corporate orders to the Home Vendor for the orders
received during the previous month indicating their Revenue, VAT, tax, any other
applicable govt. charges and any other sums that may be due to or by the Home
Vendor. The Provider shall clearly outline the total sum (if any outstanding) to
be transferred to Home Vendor after any applicable set-off (“Transfer
Amounts”), or the total sum due (if any) to be paid by Home Vendor, as the case
may be.
6.6 Invoicing & Payments:
6.6.1 The Provider within 3 days of invoice, subject to third party approvals and
processes, will do weekly reimbursements after deducting commissions on
a weekly basis to the registered bank account of the provider. Provided that
in case of delay the Provider shall duly inform the Home Vendor.
6.6.2 All applicable taxes will be deducted from the amount invoiced.
6.6.3 The Provider shall send a monthly order summary to the Home Vendor’s
registered e-mail address.
6.6.4 All the payment notifications and the weekly summary will be sent out to the
Home Vendor’s registered e-mail and telephone number as set out in
Appendix B to this Agreement.
6.6.5 All orders paid through voucher redemption will be treated as regular orders and
will be paid out to the Home Vendor.
6.6.6 Applicable bank service fee and taxes shall be charged to the Home Vendor
against all orders received on online payments.
6.6.7 Provider will charge PKR 800/Month as listing fee from the Home Vendor and
this listing fee will be deducted on a weekly basis i.e. Rs100/week.
6.7 Online ordering and Corporate orders
6.7.1 All online payments and Corporate orders will be treated as regular orders
and will be paid out to the Home Vendor.
6.7.2 Refund of Online Payment & Corporate Orders Credit will be adjusted by
the Provider on Monthly/weekly Invoice (based on the delivery model).
6.7.3 Refund of online payments & corporate orders shall only be made, if the Home
Vendor has paid off all the commission invoices and other amounts due to
the Provider.
6.8 Saving the provisions of clause 3.1, in addition to the above-mentioned invoice,
Provider shall also issue the Home Vendor with an outline of liquidated damages
due by the Home Vendor to the Provider (“Notification of Damages”).
6.9 The Home Vendor shall have the right to appeal the Order Statement and
Notification of Damages as follows:
a) The Home Vendor may object in writing within 5 business days of receipt
of the relevant Order Statement or Notification of Damages and shall
clearly state all the reasons for the objection, including any supporting
documentation;
b) The Provider shall review the objection within 3 business days and:
i. if accepted, shall adjust the Order Statement or Notification of
Damages accordingly; ii. if Provider disagrees with the Home Vendor,
it shall inform Home Vendor of such 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 a director or authorized
representative of each of the Parties with authority to settle the relevant
dispute.
c) If the dispute cannot be settled amicably within 14 days of receipt of the
appeal either Party shall be entitled to apply the provisions of clause 19
and/or 24 respectively.
7 Commencement of Services
The Home Vendor shall only be listed on the foodpanda Platforms after the
receipt of all information requested in “Appendix B” by Provider. Provider shall
inform the Home Vendor, of the starting date of the Services
(“Commencement Date”), which notification shall be annexed to this
Agreement.
8 Marketing, marketing material and Intellectual Property (In store &
Online):
8.2 The Home Vendor agrees that its name, address, a brief slogan and
one or more images of the Home Vendor, including any logos or
insignia, may be published on the foodpanda Platforms, foodpanda
partner and affiliate platforms, so that the business of the Home
Vendor can be identified on foodpanda Platforms.
8.3 The Home Vendor furthermore permits the Provider, at the
Provider's cost, to advertise the Home Vendor on the foodpanda
Platforms, Facebook, Google and any other social media or relevant
offline and online marketing channels and specifically authorizes the
Provider unlimited use to its intellectual property, including its logo,
in doing so.
8.4 The Provider may provide the Home Vendor with offline marketing
materials, such as stickers, banners, standees and other mediums to
show affiliation with the Provider to generate orders, and the Home
Vendor agrees to display such offline marketing materials as
instructed by the Provider.
8.5 The Home Vendor, where practicable, shall display and distribute
official foodpanda marketing materials such as, inter alia, business
cards of foodpanda, and links to the foodpanda Platforms, on a
variety of online and offline tools, such as the Home Vendor website
(if available) and any social media utilized by the Home Vendor, via
a certificate picture and an “order now” button. The Provider shall
provide such material or images to the Home Vendor, and Home
Vendor shall not produce any marketing materials including reference
to foodpanda, without the consent of Provider. The Home Vendor
shall not bear any cost in respect of these marketing materials.
8.6 The Provider may put up pictures of all items available on menu and
the Home Vendor shall be required to make all the necessary
arrangements for the preparation of the same. The Provider shall be
entitled to use photos provided by the Home Vendor without
remuneration.
8.7 The Home Vendor confirms and understands that the Provider
maintains a ranking system for partners including Home Vendors
based on the successful orders, failed rate, quality of services,
customer feedback, and food quality and kitchen capacity etc. Based
on this ranking system, which is updated from time to time, the
Provider will prioritize the Home Vendors listing on the foodpanda
Platforms.
8.8 All intellectual property rights in the marketing materials mentioned
in clauses 8.3 and 8.4, and otherwise arising out of the Services shall
remain the exclusive property of the Provider.
8.9 Except as provided in this Agreement, the Home Vendor does not
have any rights whatsoever to use or avail of any Intellectual Property
rights of the Provider including any domains or similar domain
names.
It is agreed that neither Party shall obtain any other rights to the Intellectual Property
of the other Party, except as catered for in these Terms.
9. Policy and Procedure Compliance:
9.1 It is agreed that any customer dissatisfaction will result in a negative
reputation for the Provider and Home Vendor which may result in
loss of business for both parties. In light of this Home Vendor
undertakes to ensure that it shall abide by all obligations in this
Agreement, as well as ensure that it shall be fully prepared to provide
Foodpanda (initials)
Home Home
Vendor(initials)
foodpanda
Delivery Hero Pakistan (Pvt.) Limited
2nd Floor, Bahria Town Tower
Tariq Road Karachi

a complete service to all customers placing an order for the Home

Vendors food items.
9.2 The Home Vendor will provide a free or discounted meal to the
customers where applicable in case of a genuine complaint (as
determined by the Provider) lodged by the customer or late delivery
due to the Home Vendor’s negligence.
9.3 In the case of customers’ complaints against the Home Vendor, the
Home Vendor shall in no case complain about or incriminate the
Provider in any manner whatsoever.
9.4 The Home Vendor agrees not to pay any discount/commissions to
the Providers partners that deliver the Home Vendors food items (In-
case of Provider delivery).
9.5 The Home Vendor agrees that the Provider has the right to fine their
service on non-compliance as per schedule of charges under “Breach
of Obligation” in Clause 3 of this Agreement and acknowledge that
all updates will be communicated via an email.
10. Warranties

The Home Vendor represents, warrants and undertakes that the use by the
Provider of the name, logo and /or image of the Home Vendor on the foodpanda
Platforms and / or other marketing materials in accordance with clause 8 of this
Agreement shall not infringe the intellectual property rights of any third party
and shall hold the Provider its agents, officers and representatives indemnified
from and against any such claim brought in this regard.

11. Confidentiality:
11.1 A party ("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 ("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
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
11.2 Both Parties shall ensure the confidentiality of the clauses and terms
agreed to between the Parties under this Agreement.
11.3 No party shall disclose the Agreement, in part or full, to any third
party other than the Parties to this Agreement or their affiliates,
without prior written consent of the other Party.
11.4 Parties shall keep all information relating to ordering and delivery
procedures confidential and shall at no time disclose any information
to customers.
11.5 In case the details are required to be disclosed by law, any
governmental or regulatory authority or by a court of competent
jurisdiction to any governmental body or regulatory authority, the
same shall be communicated to the other party in advance in writing.
11.6 This clause 11 shall survive termination of this Agreement.

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 or any such
relationship whatsoever.

13. Amendments

13.1 The Provider, after the consent of the Home Vendor, shall have the right to
increase the success fee so as to prevent any potential losses resulting from
inflation, cost of doing business, strict tax implication and the need to sustain
order growth from having an adverse impact on a mutually beneficial relationship
between the parties.

13.2 The Provider shall have the right to amend, remove, correct and/or add any
commitments, obligations and responsibility for itself and/ or on part of the
Home Vendor. The same shall be informed to the Home Vendor in writing seven
days (07) prior to the effective date of amendments.

Foodpanda (initials)

Home Home
Vendor(initials)
foodpanda
Delivery Hero Pakistan (Pvt.) Limited
2nd Floor, Bahria Town Tower
Tariq Road Karachi
13.3 Provider shall have the right to amend any section of this Agreement including
but not limited to, by attaching an addendum to this Agreement, provided that it
shall inform the Home Vendor of such amendments/addendums in writing by
sending the full copy of the updated Terms and any changes being made to any
section of the Home Vendor Registration Form (attached as “Appendix B”),
together with the effective date of such amendments, which shall not be shorter
than seven days (07) days from date of notification.
13.4 Provider retains the right to amend and/or make any changes to its standard global
SOPs and/or internal business policies. Any such amendment or change made
to the SOPs and/or internal policies which may impact, influence or effect
(consequential or otherwise) Vendor’s commercial business decisions, business
operations or business relation with the Provider shall be communicated to the
Vendor by the Provider by giving a written notice (mail/email) at least 7 days
prior to the effective date of implementation of such a change/amend.
13.5 In the event of Home Vendor disagreeing with such amendments the Home
Vendor shall have the right to terminate this Agreement in accordance with the
provisions of clause 19.1 (a).
13.6 It is specifically agreed that all amendments shall be effective between the Parties
with effect from the date notified by Provider in accordance with clause 13.2,
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
beyond the reasonable control of either party including but not limited to acts of
God; war; riot; civil commotion 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 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.
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 under this Agreement shall be in writing addressed to the agreed
contact person/address or addressed to a registered email account, as per this
Agreement, and be deemed duly given:
16.1.1 On the same day when delivered, if delivered by hand during normal
business hours of the recipient;
16.1.2 On the same day when sent, if transmitted by fax or e-mail to the contact
person on the Home Vendor Registration Form or any approved
substitute thereof, and a confirmation of receipt or delivery is provided;
16.1.3 On the third business day following mailing, if sent by post/courier.
17. Assignment
17.1 Provider may at any time assign and/or transfer, or deal in any other manner with
all or any of its rights and obligations 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 Home Vendor shall not, without the prior written consent of Provider, which
shall not be unreasonably withheld, assign and/or transfer 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 shall not be deemed to be a waiver of any subsequent breach or
default. 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 5 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 (c) at any time by mutual
written agreement between the Parties.
19.2 Provider shall have the right to terminate this Agreement, with immediate effect
and without any liability, in the event of a breach of 2.15, where Home Vendor
has failed to remedy the breach within a maximum period of 2 business days
from notification.
19.3 Upon termination of this Agreement, for whatsoever reason:
19.3.1 Provider shall remove the Home Vendor from the Foodpanda Platforms;
ace by foodpanda! The Provider
We hereby, would like to take advantage of online ordering service, put in pl
19.3.2 the Home Vendor shall immediately return all Provider property in its
possession, including in particular the assets loaned by the Provider;
the above Agreement in full and all section and clauses of the Agreement and understand that Provider’s obligation is only to process orders from our brand page(s) to our outlet(s) and no
marketing commitment, advertisement whether offline or Online is part of the Agreement and the service fee decided within the Agreement. We also agree to the aforementioned terms &
conditions and assure that the information provided in the information sheet is accurate. We have also attached a signed and dated - hard copy menu.
6 Foodpanda (initials)
19.3.3 In case of account termination the most recent payment will be held by
the Provider till the device recovery, which shall only be released in the
next payment cycle once the device is recovered
19.3.4 the Home Vendor shall immediately remove any reference to Provider
and / or any of the Provider's intellectual property from its premises,
website and / or marketing materials;
19.3.5 the accrued rights, remedies, obligations and liabilities of the parties as at
expiry or termination shall be unaffected, including the right to claim
damages in respect of any breach of this Agreement which existed at or
before the date of termination or expiry; and
19.3.6 The clauses which expressly or by implication survive termination 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 or subcontractors
20.2 Subject to clause 20.1:
20.2.1 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
20.2.2 Provider's total liability to the Home 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 circumstances exceed the Agency/Aggregator Fees paid in the
preceding year at the time of the event giving rise to such liability.
20.3 This clause shall survive termination of this Agreement.
21. Conflicting Terms
21.1 To the extent that any of these Terms conflict with the terms stated on Home
Vendor Registration Form (including, without limitation, any Special Conditions
detailed on Home Vendor Registration Form), the terms of Home Vendor
Registration Form 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 Arbitration Act, 1940
of Pakistan or its successor law.
24.2 Each Party agrees that any dispute arising out this Agreement shall be subject to
the exclusive jurisdiction of the courts of Karachi, who shall settle any dispute or
claim arising out of or in connection with this Agreement or its subject matter or
formation (including non-contractual disputes or claims).
24.3 The Parties agree that before instituting proceedings in the Court of law they shall
endeavor to amicably resolve the dispute within thirty (30) days, failing which,
the matter may be taken to the Court. The Parties agree and acknowledge that
meaningful effort to engage in amicable dispute resolution acts as a condition
precedent before a formal action can commence.
24.4 Performance of this Agreement shall continue during any Court proceedings or
any other dispute resolution mechanism. No payment due or payable by the
Home Vendor, or amount to be transferred by Provider 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 disputes.
25. Authorized signatories
25.1 The Home Vendor acknowledges that the Provider’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 atleast two duly authorized representatives
of the Provider on this Agreement.
and increase delivery orders of our business, we have fully read the and
understood
Home Home
Vendor(initials)
foodpanda
Delivery Hero Pakistan (Pvt.) Limited
2nd Floor, Bahria Town Tower
Tariq Road Karachi

Furthermore, we also agree that at any time, Provider reserves the right to terminate the Home Vendor on non-compliance of operational KPIs which are communicated to the Home vendor
from time to time. Provider shall intimate the Home Vendor at least [1] day before account termination, stating the reason of termination at the registered contact detail of the Home vendor.

The terms and conditions appended to this agreement forms a part of this agreement

On Behalf of Provider
Home Vendor Signatory 1:

Name: Name:

Designation: Designation:

CNIC #: CNIC #:

Signature: Signature:

Date: Date:

Witness – 1 On Behalf of Provider

Signatory 2
Name:
Name:
CNIC #:
Designation:

CNIC #:
Signature:

Mobile: Signature:

Date:

Witness – 2

Name:

CNIC #:

Signature:

Mobile:

Restaurant Initials

foodpanda Initials
foodpanda
Delivery Hero Pakistan (Pvt.) Limited
2nd Floor, Bahria Town Tower
Tariq Road Karachi

Appendix “A”
The Vendor agrees to pay to the Provider the Customer Recovery Charges (“CRC”) for the issues listed in the table
below.

The contents of the table below may be amended from time to time at the Provider’s sole discretion. Provider shall inform
the
Vendor of such amendments in writing 14 days before the effective date of such amendments.

Breach of Clause Damages amount Provisions

(PKR)
A Late preparation Rs.50 for orders of Provided that the damages shall only
Rs.500 and under. 10% apply after a 10 minute delay.
of the order value for
orders between Rs. Complain would be locked after the
501-2000. customer reach out to foodpanda
A cap of Rs.200 on customer services through live chat
orders above the Value or email.
of Rs. 2000
B Vendor rejecting an order Agency/Aggregator No damages shall be due to Provider
either for being “too Fees that would have by the Vendor if the breach arose as
busy”; “post acceptance been due on such a fault of Provider or due to a Force
rejected order or PKR Majeure event.
rejection” or for “not [200]
responding”

C
The amount of the value Complaint would be locked after the
Wrong item delivered of the wrong item/ customer reach out to foodpanda
customer services through live chat
Voucher gifted to the or email.
customer for the wrong
item shall be deducted
from the Vendor’s Advice: make sure to double
revenue check and verify all items against
the order receipt before handing
over to the rider
D
Missing item The amount of the Complaint would be locked after the
delivered/packed value of the item customer reach out to foodpanda
customer services through live chat
missing/ Voucher gifted or email.
to the customer shall be
deducted from the Advice: make sure to double
Vendor’s revenue. check and verify all items against
the order receipt before handing
over to the rider
E
Cancelled orders/cash 50% of the entire order No commissions shall be charged on
loss value. the amount. In case of voucher
availed orders the cash loss shall be
charged on the discounted order
value.

8
foodpanda
Delivery Hero Pakistan (Pvt.) Limited
2nd Floor, Bahria Town Tower
Tariq Road Karachi

“Appendix B”

Partner Details
Service Performed by: Services Performed for:
Brand name Foodpanda PK
Business entity name Delivery Hero Pakistan
(Pvt.) Limited
GST Registration no/CNIC:
Business Address
Postal code:
City
Represented by
Designation
Email
Telephone
Mobile

Contact Details:
Owner/Administrative Authorized on Finance Marketing Operational
behalf of the
owner
(Alternative)
Name
Position
Email
Mobile

IMPORTANT (Partner Initials)

Initials
FINAL OPTIMIZED MENU PROVIDED. NO MORE CHANGES NEEDED
ARE YOUR MENU PRICES ARE GST INCLUSIVE, GST TO BE ADDED, OR NO
GST? (Please provide GST Exclusive Proof)

(Please provide GST Exclusive Proof) No GST “NO MARK UP” POLICY
EXPLAINED. DINE-IN & DELIVERY PRICES MUST MATCH

OPENING HOURS

Opening Hours (Monday)

Opening Hours (Tuesday)

Restaurant Initials

foodpanda Initials
foodpanda
Delivery Hero Pakistan (Pvt.) Limited
2nd Floor, Bahria Town Tower
Tariq Road Karachi

Opening Hours (Wednesday)

Opening Hours (Thursday)

Opening Hours (Friday)

Opening Hours (Saturday)

Outlet
Manager/Supervisor
(Phone Number)

BANK DETAILS

Legal Name
Home Chef Banking Details:
Account Title:

Account #
Bank Name

Branch Address

NTN # / CNIC #

Restaurant Initials

foodpanda Initials
foodpanda
Delivery Hero Pakistan (Pvt.) Limited
2nd Floor, Bahria Town Tower
Tariq Road Karachi

“Appendix C”
(Menu
Information)

Restaurant Initials

foodpanda Initials