Foodpanda

DH (Myanmar) Co., Ltd

No. 53 Strand Road Unit 405 Strand Square Pabedan Township, Yangon, Myanmar
Business Registration Number: 122850781

foodpanda နှင ့် ရ ောင့််းချသူ သရ ောတူစောချျုပ့်

foodpanda Order Confirmation

ရ ောင််းချသူသည် ဤရ ောင််းချသူမှတပ
် ုံတင်ရလ ောက်လောတွင ် ရ ော်ော်ြပထော်းသညသ
် တ်မှတခ
် ျက်မျော်း နှင ် ရ ောက်တင
ွ ရ
် ော်ော်ြပထော်းသည်

စည််းကမ််းသတ်မှတခ
် ျက်မျော်းကုံ သရ ောတူညပ
ီ ါသည်။
The Vendor agrees to the terms set out in this Vendor Registration Form and the Terms and Conditions set out below as follows:

1. ၁။ ရ ောင််းချသူ၏ သတင််း ချက် လက်မျော်း Vendor Information

ရ ောင််းချသူ၏ ဆက်သယ
ွ ် မည် ချက် လက်မျော်း Vendor ရ ောင််းချသူ၏ ရငွရတောင််းခလော ချက် လက်မျော်း Vendor Invoice details
contact details

ရကောင ် မည် Account Name Aung Kaung Pyae (Thingangyun), မည် Name Ms. Pyae Phyo Win
Aung Kaung Pyae (Thingangyun) ုံန််းနပါတ် Phone +959962990223
Local Account Name: ရ ောင့်ရ ောင့််းပပည(့် သဃ့်န်း့် ျွန်း့် )
မုံ င
ုံ ်း် ုံန််းနပါတ် Mobile +959962990223
မှတပ
် ုံတင်ထော်းသည် ရုံ ်းလပ်စော Registered Office Address
်းီ ရမ်းလ်လပ်စော Email Address tmnyunt80@gmail.com
မှတ့်(၆၃၀)၊ ရပမညီ၊ ငမိ်း ိပ့်(၃)လမ့််း၊ ပိင့််း(၃)၊ ငမိ်း ိပ့်ပ့် ွ ,့်
ရငွရတောင််းခလောရပ်းပုံ မညလ
် ပ်စော Billing Address မှတ့်(၆၃၀)၊ ရပမညီ၊
လုံပ်ငန််းမှတပ
် ုံတင် မှတ ် Business Registration Number N/A
ငမိ်း ိပ့်(၃)လမ့််း၊ ပိင့််း(၃)၊ ငမိ်း ိပ့်ပ့် ွ ့်,
ကယ
ုံ စ
် ော်းလှယ၏
် မည် Representative Name Ms. Pyae Phyo
ဏ် ရကောငပ
် ုံငရ
် ှင ် Bank Account Owner Pyae Phyo Win
Win
ဏ် မည် Bank Name Wave Money
ုံန််းနပါတ် Phone +959962990223
ဏ် ရကောငန
် ပါတ် Bank Account Number +959962990223
မုံ င
ုံ ်း် ုံန််းနပါတ် Mobile +959962990223
ရငွရတောင််းခလောပုံ မည် ကကမ်နန
ှု ််း Invoice Frequency Bi-weekly
်းီ ရမ်းလ်လပ်စော Email Address tmnyunt80@gmail.com
2. ကုံန်စည်ရ ောင််းချရ ်းဆင
ုံ ် ော သတ်မှတခ
် ျက်မျော်း Commercial Terms

Non-standard စတင်သညရ
် န ဆ်းုံ က် စည််းကမ််းနှငသတ်
် မှတခ
် ျက်မျော သတ်မှတခ
် ျက်မျော်း
Terms
Start Date End Date Terms & conditions Specifications

01/03/2024 31/03/2024 30 % Discount

% Discount Discount all items(1.3.2024
to 31.3.2024)
 Agreement to Perform Delivery Services – Terms and Conditions
These terms and conditions ("Terms"), together with the front
sheet to which these Terms are attached ("Front Sheet") form
the agreement ("Agreement") between DH (Myanmar)
Co.,Ltd. ("Foodpanda") and the vendor named on the Front
Sheet ("Restaurant") for the items ("Products") defined by the
Restaurant.
Foodpanda and the Restaurant shall collectively be referred
to as “Parties” and individually as “Party”, as the case may
be.
WHEREAS Foodpanda acts as an independent contractor of
the Restaurant who, through this Agreement, grants
Foodpanda full authority to conclude and negotiate
contracts with customers in the name and for the account of
the Restaurant, as well as for the offers of the Restaurant,
made via Foodpanda's online platform
www.foodpanda.com.mm (the “Website”) and a mobile
application (“foodpanda App”) (where applicable). The
Website and the foodpanda App are collectively referred to
as the “Platform”) It is understood that Foodpanda does not
act on behalf of the customers.
WHEREAS Foodpanda, as part of the Foodpanda online
platform, provides an online marketplace for a number of
vendors, via which customers can order items directly from
the vendors. Thereto, Foodpanda receives the order of the
customer online via the Platform, transmits it via a printer /
tablet / Foodpanda’s proprietary mobile application for the
Restaurant’s use (“Restaurant App”) installed by Foodpanda
or, in exceptional circumstances, by phone, to the
Restaurant and accepts the payment of the customer for his
orders online. The payment is accepted by Foodpanda in
the name and for the account of the Restaurant and
transmitted to the Restaurant, after deducting applicable
charges and/or fees including but not limited to (1) Agency
Fee, (2) Monthly Data Charges and (3) Listing Fee as already
agreed upon by the Parties as per the Front Sheet ("Agency
Fee", "Monthly Data Charges" and “Listing Fee” respectively).
These shall be referred to as the “Services”.
WHEREAS in addition to the Platform, the Restaurant shall
have the option of requesting for the pandago Service (as
defined below) and the pandago Service Fee (as defined
below) shall be paid to Foodpanda.
WHEREAS in addition to the Platform, the Parties shall also
agree on who shall deliver the Products from the Restaurant
to the customer and regardless of who shall deliver the
Products, that customer may choose to pick up the order on
his or her own in lieu of delivery once an order is placed via
the Platform.
WHEREAS in the event of Restaurant performing the delivery
services (“Restaurant Delivery”), Foodpanda shall charge the
customer the delivery fee on behalf of the Restaurant.
WHEREAS all contracts that are concluded by Foodpanda in
its function as intermediary on behalf of the Restaurant with
customers via Foodpanda's online marketplace will be
based on the General Terms and Conditions with the
customers as found on the Platform and Restaurant App.
1 Foodpanda Rights and Obligations
1.1 In order to perform the Services, Foodpanda shall:
1.1.1 have full right to remove or amend certain items Products
from the Product List (defined below) at its sole discretion,
provided that no new or untrue information shall be made
available, and shall not be required to inform Restaurant
of such changes;
1.1.2 have the right to influence the prices for the Products
offered by the Restaurant on a case-by-case basis by
offering discounts at Foodpanda’s sole cost subject to
clause 1.1.8, whereas Foodpanda will not increase the
prices as agreed on with the Restaurant
1.1.3 not be obliged to, but may, provide and /or install one or
more of the following: a printer; mobile/phone; tablet;
Restaurant App at the Restaurant’s premises;
1.1.4 upon receiving a customer’s order online through the
Platform, forward such order to the Restaurant via the
Restaurant App 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);
1.1.5 in the event of Foodpanda performing the delivery
services:
1.1.5.1 effect such deliveries in accordance with the delivery
time indicated on the Platform;
1.1.5.2 ensure that the delivery time stated on the Platform
complies with the delivery time actually required;
1.1.5.3 ensure that Foodpanda delivery personnel shall be at
the Restaurant premises to collect the order at the time
stated when the order was transmitted to the Restaurant;
1.1.5.4 ensure that all orders will be delivered in a state that
a customer would expect for that type of Product,
provided that Restaurant complies with the obligations
set out in clause 2.1.5;
1.1.5.5 have the right to charge the customer a delivery fee
(“Delivery Fee”), and determine a minimum order value,
at its own discretion;
1.1.6 have the right to offer, on an individual basis, the
option of partnering with foodpanda without a device
provided by foodpanda that serves as a transmission
agent between foodpanda and the Restaurant. In
such cases, the transmission of orders and other
relevant information between the Restaurant and
foodpanda may be carried out with the help of
application programs designed by foodpanda or its
affiliated third parties and installed on third party
devices or devices owned by the Restaurant.
foodpanda reserves the full right to unilaterally change
the manner and mechanism of transmission.
foodpanda also reserves the full right to charge fees to
the Restaurant as deemed fit by Foodpanda for the
transmission services provided by foodpanda to the
Restaurant;
1.1.7 transfer to the Restaurant, in accordance with clause 5
of this Agreement, the Restaurant’s revenue for such
orders after factoring in the following fees and
reimbursements (as may be applicable):
1.1.7.1 Agency Fee;
1.1.7.2 Monthly Data Charges;
1.1.7.3 Onboarding Fee -- this non refundable one-time fee shall
be deducted from the Restaurant Revenue. In the event
that the balance of the Restaurant’s Revenue net of
Agency Fee (and net of other Applicable Fees as
provided under this Agreement) is insufficient to cover
for the Onboarding Fee, the Restaurant agrees that
foodpanda may deduct the remaining balance owed
to foodpanda in any of the subsequent payment cycles,
or request the Restaurant to transfer such amount to
foodpanda as per foodpanda’s discretion. foodpanda
may at its sole discretion revise the Onboarding Fee at
any time;
 1.1.7.4 Platform Fee – this non refundable recurring fee shall be
deducted from the Restaurant Revenue in every billing
cycle. In the event that the balance of the Restaurant’s
Revenue net of Agency Fee (and net of other
Applicable Fees provided under this Agreement) is
insufficient to cover for the Platform Fee, the Restaurant
agrees that foodpanda may deduct the remaining
balance owed to foodpanda in any of the subsequent
payment cycles, or request the Restaurant to transfer
such amount to foodpanda as per foodpanda’s
discretion. foodpanda may at its sole discretion revise
the Platform Fee at any time;
1.1.7.5 any cash collected from the customer on behalf of the
Restaurant;
1.1.7.6 Customer Recovery Charge (as defined below);
1.1.7.7 Redelivery Charges (as defined in Appendix B);
1.1.7.8 Wastage Charges (as defined in Appendix B);
1.1.7.9 Commissions Package (as set out in the Commissions
Package Addendum);
1.1.7.10 any other applicable reimbursements, fees and/or
charges, (together, the “Applicable Fees”);
1.1.8 inform the Restaurant in writing of any changes implemented
to the procedures by Foodpanda at least five (5) days prior
to the intended change taking place, and the Restaurant
shall as such comply with all such change/s.
1.1.9 have the right to reduce the prices of the Products offered
by the Restaurant on the Platform to match the prices of
those same Products as may be listed by the Restaurant on:
(i) other third-party online food delivery platforms operated
by the Restaurant; or (ii) other third-party online food delivery
platforms, without prior notice to the Restaurant;
1.1.10have the right to alter, at its sole discretion, any services
related to delivery, including delivery areas and operational
timing, without prior notice;
1.1.11have the right to refuse the onboarding of customers during
the course of customer verification measures being
implemented by Foodpanda (such as SMS verification of the
customer when first registering on the Platform) if Foodpanda
is not satisfied with the outcome of the 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 such as fraud-like attempts
by the customer on the account of Foodpanda or the
Restaurant. Foodpanda shall not require any consent from
Restaurant in order to effect the provisions of this clause.
1.1.12have the right to perform, in its sole discretion, quality control
on any or every Product.
2 Restaurant Rights and Obligations
2.1 The Restaurant shall:
2.1.1 ensure that it makes personnel available in order for them
to receive the appropriate training from Foodpanda in
order for the Restaurant to operate the system provided
by Foodpanda with ease;
2.1.2 provide Foodpanda with all of the Product information as
agreed on with Foodpanda, including: Products to be
displayed and sold on the Platform , photographs of the
Products, ; promotions; discounts; opening hours; times of
delivery and areas of delivery (if applicable) (“Product
List”) to be made available for display on the Platform.
Should the Restaurant wish to change the contents of the 2.1.13 In the event of Restaurant Delivery:
Product List, it shall inform Foodpanda in writing of any 2.1.13.1 provide Foodpanda with a realistic estimated delivery
such suggested changes at least five (5) business days
before the intended change(s) take(s) place, together
with an updated copy of the latest Product List reflecting
2.1.13.2 deliver to the customer, all accepted orders within the
such changes. Such changes shall not occur more than
once per month, barring exceptional circumstances;
2.1.13.3 immediately inform Foodpanda of any delay in
2.1.3 provide Foodpanda with a clear acceptance or rejection
of all orders through the Restaurant App available to
Restaurant, or by phone, no later than five (5) minutes
2.1.13.4 deliver the order in a state that a customer would
from the time the order was made available to the
Restaurant;
2.1.4 provide Foodpanda, its employees, agents, consultants
and subcontractors, with access to the Restaurant's
premises and other facilities as reasonably required by
Foodpanda to perform the Services;
2.1.5 comply with all applicable laws and regulations and
obtain and maintain all necessary licenses, permissions
and consents (including, without limitation, any consumer
protection, personal data protection, import and export,
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;
2.1.6 comply with Foodpanda’s operational standards and
policies in the Restaurant’s use of the Services, including
but not limited to those set out in Appendix A;
2.1.7 upon accepting an order, prepare and fulfil such order
within 15 minutes, and transfer it to the Foodpanda
delivery personnel or to its own delivery person, as may be
applicable;
2.1.8 ensure that all orders are adequately packed to protect
against damage in the course of delivery (and in any case
pack it at no less than the common standard of the
Restaurant), and in the case of an order of a fragile
nature, ensure that it shall be packaged in a case or
container of sufficient durability and strength and
encased in suitable protective material inside that case or
container such that the order is protected against
damage during delivery;
2.1.9 in the exceptional case of the Restaurant providing
Foodpanda with a rejection as per clause 2.1.3, the
Restaurant shall clearly state the reason(s) for such
rejection no later than five (5) minutes from the time the
order was made available to the Restaurant;
2.1.10if it had obtained any device(s) from Foodpanda, restrict
its data usage of the device to 2GB, failing which the
Restaurant agrees that it shall bear the costs of all data
used beyond 2GB;
2.1.11if it had obtained any device(s) from foodpanda, agrees
that foodpanda retains the sole and complete ownership
over such device(s) throughout during the Term of this
Agreement, including the Term of subsequent renewals of
this Agreement or any other agreements that foodpanda
and the Restaurant may enter into;
2.1.12Insofar as, while placing the order, the customer chooses
to pick up the order on his or her own in lieu of delivery,
the clauses in this Agreement shall apply subject to the
provision that there will be no delivery of the order to the
customer. A Delivery Fee shall not be charged in the event
that the customer chooses to pick up the order on his or
her own. In the event of pick-up by the customer, the
Restaurant shall be required to make the orders available
for pick-up by the end customer at the end of the
preparation time. It shall be the Restaurant’s responsibility
to ensure that the order is handed over to the right
customer by taking measures including but not limited to
verification of the order number and customer identity.
Foodpanda shall not be liable if the order is not received
by the customer or not received in a timely manner.
Disputes arising in this regard between the customer and
the Restaurant shall not affect Foodpanda’s responsibility.
In the event of pick-up by the end customer, all
applicable contractual and other provisions shall be
interpreted consistently with this clause;
time at the same time as providing the menu
information;
time indicated at acceptance by Restaurant;
delivering the order according to the estimated delivery
time;
expect for that type of Product, with the appropriate
packaging;
2.1.13.5 inform Foodpanda about any cancelled, fake or any
non-fulfilled orders within 48 hours from acceptance of
the order;
2.1.13.6 inform Foodpanda of its delivery fee and a minimum
order value applicable to customer orders with
Restaurant Delivery.
2.1.14be solely responsible and liable for any and all customer
queries, claims and/or complaints in respect of the contents
and quality of the Products and orders and any
consequential effects thereof;
2.1.15ensure that it has sufficient capacity (including staff,
Products and equipment) available at all times to process
all orders received through Restaurant App in accordance
with the average delivery time provided to the customers;
2.1.16immediately inform Foodpanda of any Products that are
not available at any given time and shall do so by
accessing the Restaurant App available to Restaurant, or
by phone.
2.1.17ensure that the price offered to customers by Restaurant
and set by Foodpanda, are consistently identical to the
prices offered to customers by the Restaurant when
placing orders by phone, website, mobile app or any
other platform which is operated by the Restaurant. In
particular, if the Restaurant wishes to offer any lower prices
through any promotions or discounts for orders received
by phone, website, mobile app or any other platform
which it operates, it shall inform Foodpanda at least seven
(7) days in advance. The Restaurant shall clearly explain
the conditions of the promotions or discounts and
Foodpanda shall have the right to provide the
Restaurant’s promotions or discounts on its Platform;
2.1.18shall perform its obligations under this Agreement at all
times in a competent, professional, and businesslike
manner, within established industry standards, practices,
and principles, and within the time deadlines set forth
herein;
2.1.19obtain all necessary rights, licences, permits, and
approvals required for the offer, advertising and sale of
the Products on the Platform;
2.1.20obtain appropriate insurance covering its obligations in
this Agreement;
2.1.21provide customers with all documentation required by any
laws and regulations (including but not limited to warranty
card, product information, and invoices);
2.1.22not contain in the Products any counterfeit products or
products which may violate any intellectual property rights
of third parties; and
2.1.23ensure that the Products includes all text, disclaimers,
warnings, notices, labels or other indications required by
law to be displayed in relation to the offer, merchandising,
advertising or sale of the Products.
2.2 In the course of its business, the Restaurant undertakes:
2.2.1 not to discriminate any person or business for
whatsoever reason, including but not limited to their
race, colour, ethnic group, sex, sexual orientation,
religion or political beliefs;
2.2.2 not to engage, directly or indirectly, in any child
labour activities;
2.2.3 not to engage, directly or indirectly, in any corrupt
practices;
2.2.4 not entice customers to conduct business outside the
Platform and to fully comply with applicable national
and international regulations relating to
anti-corruption activities and shall conduct business in
a professional, fair and lawful manner.
2.3 Where applicable, pay a monthly Listing Fee to Foodpanda
as agreed upon by Parties on the Front Sheet.
2.3.1 Each month’s Listing Fee will be reflected in the
invoice of the subsequent month. For the avoidance
of doubt, the Listing Fee will be charged one month
after the date the Restaurant’s account is activated;
and
2.3.2 Foodpanda may at its sole discretion revise the Listing
Fee at any time.
3 Suspension
3.1 Foodpanda shall have the right to suspend the Restaurant
from the Platform, without any liability, if:
3.1.1 the Restaurant has failed to pay any Foodpanda invoices
that have become due; or
3.1.2 in its reasonable opinion, the Restaurant is in breach of
any terms of this Agreement or may be negatively
affecting Foodpanda’s business.
3.2 For the avoidance of doubt, any suspension shall not result in
the termination of this Agreement, the provisions of which
shall remain fully applicable.
4 Indemnification from Third Party Claims
4.1 Restaurant will, at its expense, defend any of the following
types of third-party claims brought against Foodpanda, its
affiliates, directors, officers, employees, or agents
(collectively, “Indemnitees”):
4.1.1 any claim that, if true, would constitute a breach of this
Agreement by the Restaurant, and/or its employees,
agents or representatives;
4.1.2 any claim related to injury to or death of any person or
damage to any property arising out of or related to the
Restaurant obligations arising out of this Agreement; or
4.1.3 any claim that which arises from the negligence, acts, or
failures to act, of Restaurant, and/or its employees, agents
or representatives.
4.2 Restaurant will indemnify and hold harmless the Indemnitees
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 Fees, Payment and Collection of Funds
5.1 The Restaurant grants Foodpanda authority to receive any
funds in the name, and for the account, of the Restaurant
paid by the customers, whether by online means or in cash.
5.2 Foodpanda will reconcile the monies as stated in this clause
5 with the Restaurant and issue an invoice (“the invoice”) to
the Restaurant for the orders provided in the previous seven
(7) working days by way of: 7 working days after every 7th
day and the last day of month (for the avoidance of doubt
the 7th, 14th, 21st, and last day of month), for a total of 4 times
per month, for Restaurants using bank accounts with all
banks and other payment models. The reconciled monies
shall be transferred immediately, or within 7 working days,
depending on the Restaurant’s banks or payment service
provider. In the event that Foodpanda is not able to issue
the invoice within seven (7) days for whatever reason
(including but not limited to force majeure events (as
defined in Clause 16), riots, lockdowns etc.), Foodpanda
shall inform the Restaurant in writing of the changes to its
billing cycle. Foodpanda will inform the Restaurant again in
writing when the billing cycle is reinstated to the seven (7)
day cycle. In the event that the monies are not received
after 7 working days from the date of issuance of the
invoice due to technical difficulties arising out of the bank
or the payment model provider, payment of monies may
be delayed until the outstanding balances are reviewed
and cleared by Foodpanda. The Restaurant agrees to
indemnify Foodpanda of any liabilities arising out of the and
in connection to the delay caused by the bank or the
payment model provider.
5.2.1. Agency Fee is calculated based on the listing
price, which excludes additional fees (e.g.
Delivery Fees) charged to end customers,
including CT;
5.2.2. Foodpanda reserves the right to adjust the
Delivery Fees charged to end customers;
5.2.3. if the Restaurant is registered for CT, 5% CT on the
full basket price will be charged by Foodpanda
to the final customers;
5.2.4. Foodpanda is a CT registered company and will
charge the Restaurant (if applicable) 5% CT on
the full amount of its revenues;
5.2.5. Foodpanda will pay the Restaurant within three
(3) business days upon exchange of the invoice
 to the Restaurant’s stated bank account. Any
bank fees would be borne by the Restaurant;
5.2.6. Foodpanda reserves the right to run discounts
and promotions for the customers. Said
promotions and discounts will be funded by
Foodpanda and will require the Restaurant to
accept payment from customers in accordance
with the discount offered. The Restaurant will be
reimbursed for this by Foodpanda during the
invoicing process;
5.2.7. Where applicable, the Restaurant will pay a
replacement fee of US$175 for any lost or
damaged device provided by Foodpanda. There
will be a seven (7) day grace period after receipt
of the devices by the Restaurant. In this grace
period, faulty phones and Bluetooth printers can
be exchanged for a new device at no cost to the
Restaurant.
5.3 The Restaurant shall pay Foodpanda the Agency Fee as
outlined in the Front Sheet and the Applicable Fees as set out
in this Agreement.
5.4 The Parties agree and accept that the Restaurant’s revenue
and the Agency Fee will be calculated and payable in the
amount agreed to on the Front Sheet and that no other
fees or charges shall apply between the Parties or towards
the customers, except as provided for in this Agreement.
Restaurant specifically accepts that, if applicable,
Foodpanda may set-off the Agency Fee, the Onboarding
Fee and / or the Platform Fee against the Restaurant’s
revenue.
5.5 The Restaurant acknowledges that it is aware that
Foodpanda is a reputable company in Myanmar, 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 Restaurant confirms and agrees with Foodpanda that in
the event the Restaurant fails to observe or comply with
Foodpanda’s operational standards as specified in Appendix
A (and as amended by Foodpanda from time to time), the
Restaurant shall pay to Foodpanda such sum as shall be
determined by Foodpanda in accordance with Appendix A
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. For the
avoidance of doubt, this clause 5.5 is intended to be read in
conjunction with Appendix A.
6 Preferred Partnership
6.1 Restaurants have the option of enrolling in the Preferred
Partnership Programme to enjoy the Preferred Partnership
Rate agreed to on the first page of this Agreement (if
applicable), under which the Restaurant agrees that for a
period of one [1] year from the date of this Agreement
(“Preferred Partnership Term”), it shall not enter into any
agreements with any third parties that provide services that
are similar or identical to the Services. For avoidance of
doubt, the Preferred Partnership Rate shall be offered to the
Restaurant throughout the Preferred Partnership Term only.
Upon the expiry of the Preferred Partnership Term, the
Restaurant shall no longer enjoy the Preferred Partnership
Rate, and the Non- Preferred Partnership Rate shall apply to
the Restaurant, unless otherwise agreed in writing between
Foodpanda and the Restaurant.
6.2 Should the Restaurant not opt to work exclusively on
Preferred Partnership basis with Foodpanda, the Non-
Preferred Partnership Rate agreed to on the first page of this
Agreement shall apply.
6.3 Notwithstanding Clause 6.1above, the Restaurant may, at
any time during the Preferred Partnership Term, decide that it
no longer wishes to work with Foodpanda exclusively
by informing Foodpanda of such decision with at least ninety
days’ (90) notice in writing, and the Non-Preferred
Partnership Rate shall apply to the Restaurant with effect
from the first day of the following month following the end
of the said notice period. For avoidance of doubt, the
Restaurant shall no longer enjoy the Preferred Partnership
Rate on the date that the Non- Preferred Partnership Rate
takes effect.
6.4 Foodpanda reserves the right to discontinue the Preferred
Partnership Programme at any time during the Preferred
Partnership Term or otherwise upon provision of at least thirty
(30) days written notice to Restaurant.
7 Commencement of Services
The Restaurant shall only be listed on the Platform after the
receipt of all information requested by Foodpanda,
including, but not limited to the Product List; a logo and
approved images, and after written confirmation by the
Restaurant that the Product List and other Restaurant
information on the Platform are accurate. Foodpanda shall
inform the Restaurant, of the starting date of the Services
(“Commencement Date”) by email.
8 Platform
8.1 Foodpanda shall provide the Restaurant system access to
the Platform which the Restaurant must use in a proper,
workmanlike and professional manner for processing all
orders made by customers.
8.2 The Platform shall remain the property of Foodpanda at all
times. The Restaurant shall not copy, modify, reverse
engineer or attempt to discover the source code of the
Platform except with Foodpanda’s prior express written
consent. Foodpanda reserves the right to periodically
update the Platform and any system access or devices
Restaurant may use to access or use the Platform.
8.3 The Restaurant shall not directly or indirectly challenge
Foodpanda’s ownership, or the validity or enforceability of
Foodpanda’s rights in the Platform.
8.4 The Restaurant acknowledges and agrees that (i)
Foodpanda may, at Foodpanda’s sole discretion, stop the
operation of the Platform (in whole or in part) at any time
and (ii) Foodpanda shall not have any liability to the
Restaurant for or in connection with such stoppage,
provided that Foodpanda gives notice of such stoppage to
the Restaurant in accordance with this Agreement.
8.5 The Platform is made available for use to the Restaurant on
an “as is” basis. The Restaurant acknowledges and agrees
that, except for the limited access and use rights as expressly
stated in this Agreement, the Restaurant has no rights in or to
the Platform, or any part thereof, whether by means of
license, or ownership or any other means. Foodpanda does
not guarantee the accuracy of the software used in or in
connection with the Platform, and, except as expressly
stated in this Agreement, all Services provided through the
Platform are provided without any warranties of any kind.
8.6 Foodpanda may limit or suspend the use of all or any portion
of the Platform by Restaurant and/or Foodpanda customers,
if any of the following occurs:
8.6.1 regular maintenance or any inspection of the
Platform, provided that Foodpanda shall use
reasonable commercial efforts to ensure that such
maintenance and inspections occur during
non-operational hours of the Restaurant;
8.6.2 loss of telecommunication connectivity;
8.6.3 any national emergency, power failure or service
facility failure; or
8.6.4 Foodpanda, at its sole discretion, deems it
inappropriate to continue providing Services or any
other service to the Restaurant in whole or in part due
to significant reasons, provided that in such event,
Foodpanda shall inform the Restaurant as soon as
practicable of such suspension or limitation.
8.7 Notwithstanding any other provision of this Agreement,
Foodpanda shall not be liable for any damage, loss or harm
to the Restaurant, whether direct or indirect, arising due to
any suspension or limitation arising out of the provisions of this
clause 8.
8.8 Foodpanda reserves the right to temporarily suspend, without
prior notice, the provision of Services on the Platform for such
period as is necessary, as determined by Foodpanda in its
sole discretion, for technical interventions that are required
and/or appropriate to improve the quality of the same
Services.
8.9 Foodpanda may, at any time, interrupt or suspend the
provision of Services on the Platform due to security reasons
or actual or suspected breaches of confidentiality.
8.10 Foodpanda may display the Product List on any other
platform owned by, operated by, or affiliated with
Foodpanda, in which case the terms of this Agreement apply
mutatis mutandis in relation to the use of such platforms as
well.
8.11 For avoidance of doubt, it is hereby clarified that since
Foodpanda is not the provider or owner of the Products or
services offered by the Restaurant through the Platform, and
as Foodpanda acts only as an intermediary between the
Restaurant and the customers, the relationship between the
Restaurant and the end consumer is not included in the
object
of this Agreement, which shall remain the responsibility of the
Restaurant. The Restaurant shall remain solely and directly
responsible towards all such end customers. In the event that
any claims are received directly by Foodpanda, the
Restaurant must collaborate with Foodpanda in order to
provide the required attention and immediate response to
such claims.
9 Marketing Materials and Intellectual Property
9.1 “Intellectual Property” shall mean all rights that the
respective party has to any registered or unregistered,
trademarks, software (including the Platform), copyright,
know-how, trade secret, trade name or similar intellectual
property rights, together with any rights the Disclosing Party
(as defined below) may have in Confidential Information or
in any other information relating thereto.
9.2 Restaurant’s Intellectual Property
9.2.1 For the term of this Agreement, the Restaurant hereby
grants Foodpanda and its affiliates, a become subject to this Agreement (collectively,
non-royalty-bearing, non-exclusive, worldwide,
non-sublicensable license and right to use its
Intellectual Property, including but not limited to
copyrights, trade secrets, know-how, trademarks
(“Restaurant’s IP”) provided by the Restaurant for the
purpose of publishing it in the Platform and performing
marketing activities of its online orders and for any
other purposes related thereto.
9.2.2 Foodpanda shall be entitled to use free of charge the
logos, images, trade name and trademarks of the
Restaurant, including their usage on the Platform, in its
marketing campaigns. The Restaurant shall have the
right to review and approve the designs before the
marketing and promotional campaigns by
Foodpanda, if the Restaurant formally so requests
before each campaign of Foodpanda.
9.2.3 Restaurant represents, warrants and covenants that:
9.2.3.1 the Restaurant’s IP is valid and enforceable; the
Restaurant has the Restaurant’s IP in possession (by valid
ownership or license); and the Restaurant has the right
to grant a license or sub-license to use such Restaurant’s
IP for the purposes of this Agreement;
9.2.3.2 the Restaurant is not aware of any third parties infringing
the Restaurant’s IP;
9.2.3.3 any of the acts which may be undertaken by
Foodpanda pursuant to this Agreement in relation to the
Restaurant’s IP will not infringe any right of any third
party;
9.2.3.4 the Restaurant will not enter into any agreement that
could restrict the rights of Foodpanda to use
Restaurant’s IP under this Agreement; and
9.2.3.5 the Restaurant will maintain all Restaurant’s IP and
continue to protect and enforce any Intellectual
Property included within the Restaurant’s IP. Restaurant
shall be responsible at its own cost for the filing,
protection, enforcement and maintenance of the
Restaurant’s IP.
9.2.4 The Restaurant furthermore permits Foodpanda, at
Foodpanda's cost (unless otherwise agreed), to
advertise the Restaurant on the Platform, Facebook,
Google and any other social media or relevant offline
and online marketing channels and specifically
authorizes Foodpanda unlimited use to all of
Restaurant’s IP, including its logo, in doing so.
9.2.5 Foodpanda undertakes to not use the Restaurant’s IP
for any other purposes other than the ones explicitly
authorized in this Agreement.
9.2.6 In no event shall Foodpanda be liable for any use of
Restaurant’s IP or for any loss, claim, damage or
liability, of whatsoever kind of nature, which may arise
relating to or resulting from, the infringement of a third
party’s Intellectual Property rights by Foodpanda’s use
of any Intellectual Property rights licensed by
Restaurant.
9.2.7 Restaurant hereby indemnifies Foodpanda, its
affiliates, directors, officers, agents and employees
and shall hold them harmless from and against any
claims or liabilities, including any liabilities of a direct,
indirect or consequential nature, arising from any
Intellectual Property infringement, misappropriation, or
similar claim in relation to the use of Restaurant’s IP
under this Agreement. None of Foodpanda nor any of
its affiliates has ever assumed, or agreed to discharge
or otherwise take responsibility for, any existing or
potential liability of another person for infringement,
misappropriation, or violation of any Intellectual
Property right.
9.3 Foodpanda Intellectual Property
9.3.1 For the term of this Agreement, Foodpanda hereby
grants solely to the Restaurant a non-royalty-bearing,
non-exclusive, non-transferable, non-sublicensable
and solely for use in Myanmar, license and right to use
the Website, the names foodpanda,
http://www.foodpanda.com.mm/, copyrights,
including but not limited to photographs from any
photo session(s) provided by Foodpanda, trade
secrets and the name of any other affiliate that may
“Foodpanda’s IP”) solely for the purpose of marketing
and promoting Products under this Agreement.
9.3.2 The Restaurant shall (a) display, immediately upon
request by Foodpanda, the marketing material which
includes Foodpanda’s IP (including, but not limited to,
business cards, a folded tent card, door sticker,
posters); (b) advertise the service feature provided by
Foodpanda to its customers by ordering through
Foodpanda and (c) place a logo on their online and
offline marketing tools as well as marketing
campaigns, especially by placing a Foodpanda
sticker on the facade of the Restaurant’s physical
locations and by using paper bags provided by
Foodpanda, unless Foodpanda notifies the Restaurant
otherwise.
9.3.3 Restaurant represents, warrants and covenants that
the Foodpanda trade name and other associated
trade names and brands will not be used for any other
purposes other than those explicitly authorized in this
Agreement.
9.3.4 The Restaurant shall comply with this Agreement and
follow all instructions and guidelines of Foodpanda
when using Foodpanda’s logo/name, marketing
campaigns, marketing materials (stickers, brochures,
etc.), websites and social media channels.
9.3.5 Foodpanda represents, warrants and covenants that:
9.3.5.1 Foodpanda’s IP is valid and enforceable and that it has
in possession (whether by ownership or license), or by
the ability to grant a license or sub-license, such
Foodpanda’s IP;
9.3.5.2 Foodpanda is not aware of any third parties infringing
the Foodpanda’s IP;
9.3.5.3 any of the acts which may be undertaken by the
Restaurant pursuant to this Agreement in relation to
Foodpanda’s IP will not infringe any right of any third
party; and
9.3.5.4 Foodpanda will maintain all Foodpanda’s IP and
continue to protect and enforce any Intellectual
Property included within the Restaurant’s IP within
Myanmar. Foodpanda shall be responsible at its own
cost for the filing, protection, enforcement and
maintenance of Foodpanda’s IP.
9.4 The Parties acknowledge and agree that the Restaurant
does not have any rights whatsoever to use or avail itself of
any Intellectual Property rights of Foodpanda, including any
domains or similar domain names, unless otherwise expressly
provided in this Agreement.
9.5 The Parties acknowledge and agree that neither Party shall
obtain any rights in relation to the Intellectual Property of the
other Party under this Agreement, except as, and only if,
expressly stated in these Terms
10 Warranties
10.1 The Restaurant represents, warrants and undertakes that:
10.1.1 the Products comply with applicable laws (including
but not limited to food safety and labelling regulations
(as applicable);
10.1.2 the Products will comply with Foodpanda’s
requirements which may be provided by Foodpanda
to the Restaurant from time to time (if any);
10.1.3 it shall comply with all applicable laws and regulations
and obtain and maintain all necessary licenses,
permissions and consents (including, without limitation,
any health and safety legislation and / or regulations)
which may be required in order to perform its
obligations under this Agreement.
10.2 The Restaurant shall indemnify and hold harmless
Foodpanda, its parent, affiliates and their respective
directors, officers and employees from and against any and
all claims, suits, actions, judgments, demands, losses, costs,
liability, damages, and expenses, of any kind (including
reasonable legal fees) for any breach of the aforementioned
warranties.
11 Confidentiality
11.1 A party ("Receiving Party") shall keep in strict confidence all
technical or commercial know-how, specifications,
Intellectual Property, inventions, processes, prices or initiatives
which are of, or can be reasonably considered to be 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, including the terms of this Agreement.
11.2 The Receiving Party shall keep in strict confidence all
confidential information and 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, by a court
of competent jurisdiction or information which has already
been made public through no fault of the Disclosing Party.
12 Data Protection
12.1 Parties state that with regards to personal data, Foodpanda
and the Restaurant are both controllers for their own
purposes, with the Restaurant being a controller for the
limited purposes as set out herein.
12.2 Foodpanda shall provide the Restaurant with limited personal
data belonging to the end customers ("Customer Data") as
needed to effect delivery. Such Customer Data may include,
among others: name, surname, address, e-mail address and
telephone number or other information provided by the end
customers that are considered as required for the
performance of service of food delivery. The Restaurant
hereby undertakes to only use the Customer Data for the
purposes of the individual delivery and customer inquiries, in
accordance with the terms of this Agreement and in
accordance with the provisions of the relevant data
protection legislations, and shall not retain, store or process,
in any manner whatsoever, any part of the Customer Data,
unless legally required to do so. For the avoidance of doubt,
it is agreed that the Restaurant is not allowed to use the
Customer Data for marketing purposes or to contact the
Customer directly or indirectly without the written approval of
Foodpanda.
12.3 The Restaurant shall ensure that all employees, agents or
sub-contractors that handle the Customer Data, or any part
thereof, shall abide by the provisions of this clause.
12.4 In the event of a breach of data protection legislation by the
Restaurant or any employees, agents or sub-contractors,
Restaurant shall keep Foodpanda, and its affiliates, fully
indemnified against any claims made by any authorities or
third parties against Foodpanda, or its affiliates, including
reasonable legal fees.
13 Non-disparagement
13.1 During the term of this Agreement, the Restaurant shall not
make any statements, or take any other actions whatsoever
directly or indirectly, to discourage the use of the Platform
(including but not limited to discouragement for the benefit
of other platform providers), or disparage, or compromise the
name, brand or reputation of Foodpanda or any of its
affiliates or promote and advertise other platform providers
to the detriment of Foodpanda or the Platform, or commit
any other action that could likely injure, hinder or interfere
with the business of Foodpanda or its affiliates.
13.2 Any complaints that the Restaurant has should be raised with
Foodpanda in accordance with the terms of this Agreement.
14 No Partnership
The Restaurant and Foodpanda understand, acknowledge,
and agree that the Restaurant’s relationship with Foodpanda
under this Agreement shall be that of an ‘independent
contractor’ and nothing in this Agreement shall be construed
to constitute the Restaurant or any of its employees as an
agent, representative, associate, joint venture partner,
franchisee or employee of Foodpanda. The Restaurant shall
not represent itself as an agent or legal representative or
employee of Foodpanda nor purport to bind Foodpanda in
any manner.
15 Amendments
15.1 Foodpanda shall have the right to amend these Terms and
Agreement at its sole discretion, provided that it shall inform
Restaurant of such amendments in writing fourteen (14) days
from the date of amendment.
15.2 The Restaurant shall have the right to object to such
amendments within seven (7) days from receipt of such
amendments (the “Objection Period”) and shall provide
reasonable grounds for such objections, which shall be
reviewed by Foodpanda. Foodpanda shall provide the
Restaurant with its decision on the acceptance or rejection
of the objection within five (5) working days from receipt of
such objections, which decision shall be final.
15.3 The amendments shall become valid and effective between
the Parties without the need for any additional signatures or
documentation (i) upon the expiry of the Objection Period, if
no objection was submitted, or (ii) two (2) working days after
the rejection by Foodpanda of any objections made by
Restaurant.
15.4 The Restaurant has the right to terminate this Agreement in
the event of no agreement being reached between the
Parties on the amendments, provided that such termination
must be notified to Foodpanda within seven (7) days of the
rejection by Foodpanda of any objections made by the
Restaurant. In such event, this Agreement shall terminate
seven (7) days after the Restaurant’s written termination
notice is received by Foodpanda. For the avoidance of
doubt, during that fourteen (14) day period, the Restaurant
shall not be obliged to abide by any amendments made by
Foodpanda and shall abide by the then valid terms of this
Agreement.
15.5 Any notice made in accordance with the provisions of this
Clause 15 may be sent by email to the email address
 mentioned on Front Sheet, or any other email address as
agreed between the Parties and shall be deemed notified at
09.00hrs of the next business day following the day on which
such email was sent.
16 Force Majeure
16.1 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.
16.2 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.
16.3 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.
17 Third Parties
A person who is not a party to this Agreement shall not have
any rights under the Contract Act to enforce its terms.
18 Notices
18.1 All notices under this Agreement shall be in writing,
addressed to the agreed contact person/address as per this
Agreement, and be deemed duly given:
18.1.1 On the same day when delivered, if delivered by
hand during normal business hours of the recipient;
18.1.2 On the same day when sent, if transmitted by fax or
e-mail to the contact person on the Front Sheet or any
approved substitute thereof, and a confirmation of
receipt or delivery is provided;
18.1.3 On the third business day following mailing, if sent by
post.
19 Assignment
19.1 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.
19.2 The Restaurant 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.
20 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.
21 Term and Termination
21.1 This Agreement shall commence on the Commencement
Date and will continue for an indefinite period, unless
terminated earlier in accordance with this clause 21.1 or
clause 21.2. This Agreement may be terminated: (a) by either
Party for convenience upon giving the other Party not less
than thirty (30) 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; or (d) as provided in clause 15.
21.2 Notwithstanding any other provisions of this Agreement, the
Restaurant shall not terminate the Agreement during its first
twelve (12) months (“Initial Period”). In the event the
Restaurant terminates the Agreement during the Initial
Period, the Agency Fee rate shall be increased to 50% of the
Restaurant’s revenue (“Revised Agency Fee”) and the
Vendor shall pay Foodpanda an amount equivalent to the
Revised Agency Fee for the actual duration of the
Agreement.
21.3 Foodpanda shall have the right to terminate this Agreement,
with immediate effect and without t any liability, in the event
of a breach of clause 2.1.17, where Restaurant has failed to
remedy the breach within a maximum period of 2 business
days from notification.
21.4 Upon termination of this Agreement, for whatsoever reason:
21.4.1 Foodpanda shall remove the Restaurant from the
Platform and Restaurant App;
21.4.2 the Restaurant is obliged to immediately return all
Foodpanda property in its possession, including in
particular the assets loaned by Foodpanda (such as
the device and SIM card). If the Restaurant fails to
return the device and/or the SIM card, the Restaurant
shall pay Foodpanda a fee of US$175 for the device
and US$10 for the SIM card(as applicable));
21.4.3 the Restaurant must immediately remove any
reference to Foodpanda and / or any of Foodpanda's
intellectual property from its premises, website and / or
marketing materials;
21.4.4 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
21.5 The termination of this Agreement for any reason shall be
without prejudice to any rights or obligations which have
accrued before termination and shall not destroy or diminish
the binding force of any of the surviving provision meaning
clauses 4, 10.2, 11, 12.4 and 22 and any other provision of this
Agreement which by their nature or from their context are
intended to, or would naturally, continue to have effect after
termination of this Agreement.
22 Limitation of Liability
22.1 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
22.2 Subject to clause 22.1:
22.2.1 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
22.2.2 Foodpanda's total liability to the Restaurant 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 Fee
paid in the preceding year at the time of the event
giving rise to such liability.
23 Conflicting Terms
23.1 To the extent that any of these Terms conflict with the terms
stated on the Front Sheet (including, without limitation, any
special terms detailed on the Front Sheet), the terms of the
Front Sheet shall prevail.
23.2 This Agreement is written in the English language, which shall
be the sole language of interpretation in the event of any
translations.
24 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.
25 Severability
If any provision/clause or part-provision/clause 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.
26 Governing Law and Jurisdiction
26.1 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 Myanmar. The
United Nations Convention on the International Sale of
Goods does not apply to this Agreement.
26.2 In the event of any dispute between the Parties arising out of
or in connection with this Agreement, either Party may
request in writing to the other Party to meet to resolve the
Dispute amicably in good faith without recourse to legal
proceedings. If the dispute is not settled in accordance with
the aforesaid mechanism within thirty (30) days from the date
of commencement of negotiation process, the Parties
hereby agree that the dispute shall be referred to and finally
resolved by arbitration in accordance with the 2016
Myanmar Arbitration Law, administered by the Myanmar
Arbitration Centre (“MAC”) at the Republic of Myanmar
Federation of Chambers of Commerce and Industry
(“UMFCCI”) in accordance with the Arbitration Rules of the
Myanmar Arbitration Centre (“MAC Rules”) for the time
being in force, which rules are deemed to be incorporated
by reference in this clause 20.2. The seat of the arbitration
shall be Myanmar. The Tribunal shall consist of one (1)
arbitrator. The language of the arbitration shall be English.
27 Photography Package
27.1 If the Restaurant opts for a photoshoot with Foodpanda’s
recommended third-party photographer (“Photography
Package”), Restaurant agrees that Foodpanda is authorized
to provide Restaurant’s contact details and address(es) to
the photographer for the purpose of organizing the
Photography Package.
27.2 The cost of the Photography Package shall be added into
the “Setup Fee” stated on the Front Sheet.
27.3 All intellectual property rights in the photographs and any
other materials resulting from the Photography Package
(“Photographs”) shall be the property of Foodpanda, except
that Foodpanda shall grant the Restaurant an exclusive,
royalty-free license to use the Photographs in connection
with this Agreement and for personal marketing purposes.
27.4 Restaurant shall be liable for a cancellation fee in the event
that the Photography Package is agreed to and scheduled
for but is cancelled by the Restaurant less than 48 hours prior
to the photoshoot. A replacement photoshoot will only be
scheduled upon payment of the cancellation fee by the
Restaurant. The cancellation fee amount and payment shall
be in accordance with the Photography Package selected
by the Restaurant.
28 Pandago
28.1 Foodpanda offers an ‘On Demand Rider Platform’ where the
Restaurant 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”). The
Restaurant may access the pandago Service using the
Restaurant App or via the ‘Request a Rider’ page found on
the pandago website, https://pandago-mm.com/.
28.2 By using the pandago Service:
28.2.1 The Restaurant consents and agrees to be bound by
the pandago Terms and Conditions, as may be
amended from time to time. The pandago Terms and
Conditions are incorporated by reference herein and
accessible at https://pandago-mm.com/ or via the
link on the pandago website. In the event of any
inconsistency between the pandago Terms and
Conditions and the terms of this Agreement, the
pandago Terms and Conditions for pandago Services
shall prevail.
28.2.2 The Restaurant shall pay Foodpanda a delivery fee for
the pandago Service (“pandago Service Fee”) as
reflected on the pandago website and/or the
Restaurant App. The Restaurant shall make payment
of the pandago Service Fee to Foodpanda in
accordance with Clause 5 (Fees, Payment and
Collection of Funds) of this Agreement.
29 Notifications and Call Recording
29.1 By signing this Agreement, the Restaurant consents and
agrees that Foodpanda may use the Restaurant’s
information in the Front Sheet to provide notifications in
relation to this Agreement, including but not limited to
delivery notifications, finance and operational notifications,
promotions, deals, portal education, surveys, feedback and
marketing updates, via various communication and social
media channels including but not limited to email, short
message service (SMS), WhatsApp, LINE, Viber, Google
and/or Facebook. The Restaurant may withdraw its consent
and opt out from receiving such notifications at any time by
clicking on the “Unsubscribe” button provided in the
notifications.
29.2 By signing this Agreement, the Restaurant 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 Restaurant’s employees, personnel and/or agents and
Foodpanda’s employees, personnel and/or agents in
relation to the Services and/or this Agreement for record
keeping, audit and quality training purposes. The Restaurant
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.
30 Authorisation to publish feedback
The Restaurant hereby grants irrevocable authorization to
Foodpanda to use (for internal and external commercial
purposes), publish or make publicly available on its Platform
any feedback, reviews or comments received about the
Restaurant from any of the customers in accordance with its
reviews/ comments guidelines (which may be amended
from time to time). The Restaurant shall have no recourse or
liability to Foodpanda regarding any such reviews or
comments provided Foodpanda has not altered or
manipulated such reviews or comments.
 Appendix A

Customer Recovery Charge

The Restaurant agrees to pay to Foodpanda the Customer Recovery Charges (“CRC”) for the issues listed in the table
below.

Issue Type Charge

Rejected Orders* 1300 MMK

The Restaurant shall be granted a grace period of 14 days (“Grace Period”) during which the Restaurant may implement
measures to address all its issues and/or operational problems. The CRC (if any) for the Grace Period will be reflected in
every invoice issued by Foodpanda to the Restaurant. However, the Restaurant shall not have to pay for the CRC during
the Grace Period. After the Grace Period is over, the Restaurant shall make payment of the CRC to Foodpanda as
reflected in the invoices issued by Foodpanda to the Restaurant.

*Rejected Orders consist of:

Issue Type Description

Restaurant Closed Restaurant closed during its operating hours

Restaurant Not Responding Restaurant does not accept the order during the allotted acceptance time

Product Unavailable A product is unavailable and the Restaurant is unable to fulfil the order

Restaurant Too Busy Restaurant cannot prepare an order because they are too busy
 Appendix B
Redelivery charges

Foodpanda performs a redelivery (i.e. second delivery) of the same order from a customer

Redelivery is caused by the Restaurant’s error Redelivery is caused by rider’s error

(e.g. the Restaurant could have prepared wrong dishes (e.g. rider’s spillage of the food items or rider causing
or missed items in the food order) items to go missing)

Foodpanda performs the redelivery and absorbs the Foodpanda performs the redelivery and absorbs the cost
cost of the second delivery on behalf of the of the second delivery on behalf of the Restaurant.
Restaurant.

The cost of the first set of the food items and the The cost of the first set of the food items and the Delivery
Delivery Charge will be borne by the customer. Charge will be borne by the customer.

Restaurant will bear the full cost of the second set of the Foodpanda will pay to the Restaurant 40% of the cost of
food items. the second set of the food items.

Restaurant will pay one set of Agency Fee for the order. Restaurant will pay one set of Agency Fee for the order.

Wastage charges

Wastage charges apply only to orders that are (1) cancelled by foodpanda or customers after the Restaurant has
accepted the order; and (2) unpaid by the customer. Wastage charges do not apply to orders that are cancelled or
rejected by the Restaurant. Details of the wastage charges are set out in the table below. The purpose of the wastage
charges is to minimize food wastage caused by cancelled orders.

Cancelled orders after the Restaurant has accepted it

Customer does not pay for the cancelled order Customer made payment of the cancelled order
(e.g. customer chose cash-on-delivery as payment (e.g. customer paid for the order online and is not eligible
method; customer paid for the order online but is for a refund)
eligible for a refund)

Foodpanda will pay to the Restaurant 50% of order Foodpanda will pay to the Restaurant the full order value
value (after deducting offers, discounts, or deals) to after deducting the Applicable Fees and offers,
help cover food costs. discounts or deals (as applicable).

Restaurant will not need to pay Agency Fee on the Restaurant will pay Agency Fee on the cancelled order.
cancelled order.