Yango Deli Services Offer

Yango Deli Services Offer

This document is an offer from Yango (hereinafter referred to as “Yango Deli”) to the Partner to enter into the Agreement for Yango Deli Services on the terms set out below.

1. Terms and Definitions

For the purpose hereof the following terms shall have the following meaning:

Yango Deli - Yango Deli ZAM Limited (Details in Clause 18)

Offer Acceptance shall mean complete and unconditional acceptance of the Offer by taking the steps specified in Clause 10 of the Offer;

Personal Account means an individual Partner page in the Vendor Application containing information about the Partner, Materials, current terms of cooperation, etc.

API means an interface for interaction between the Parties, which allows the Parties to exchange information necessary for the performance hereof. Requirements for the interaction interface, terms of use of the interaction interface, the list of transmitted information shall be agreed by the Parties before using the API by e-mail.

Vendor Application means an application for mobile devices running on the Android or iOS operating system, as well as the web version: https://vendor.eda.yandex/, which allows the Parties to exchange Order data, transfer the Materials, as well as other interaction of the Parties, depending on the existing functionality and the terms of the Offer, available to the Partner (restaurant) after authorization using the Partner's (restaurant's) login and password, which are provided by Yango Deli to the Partner (restaurant) after entering into the Agreement and/or upon the Partner’s request by e-mail.

Statistics Data means data on the provision of Services and execution of Instructions, which may also contain information on the number of Orders, the cost of Yango Deli Services, other information pertaining to the provision of Yango Deli Services and execution of Instructions;

Partner shall mean an entity that has entered into an agreement with Yango Deli on the terms of the Offer and is a customer of Yango Deli Services, which sells Goods to Service Users when they place an Order, as well as performs Delivery to Service Users, if the Parties have agreed that the Partner will carry out the Delivery.

Materials mean information materials provided by the Partner containing an offer to the Service Users about the purchase and sale of Goods, information about the Goods, about the Partner, as well as any other information, the communication of which to the User is mandatory in accordance with the Applicable Laws or Agreement. In the case of Delivery by the Partner, the Materials shall also contain an offer and all information about the Delivery by the Partner, the communication of which to the consumer is mandatory in accordance with Applicable Law and/or the Agreement.

Mandatory Documents mean all documents that a Partner is required to have when carrying out its activities, including, if applicable, a business license, tax registration, VAT information, a license to sell alcohol, tobacco and/or pharmaceutical products, banking information, insurance policy, details of payment documents and invoices.

User means an individual using the Service on the terms and conditions stipulated in the User Agreement in order to place an Order for Goods and Delivery.

Service means applications (including programs for mobile devices) and/or websites of Yango Deli or its affiliates that provide the Service User with the opportunity to Order Goods and Delivery on the terms and conditions specified in the User Agreement;

Applicable Law means all applicable laws, regulations, rules and codes in force at the moment (including, without limitation, all applicable data protection and privacy laws) within the Territory;

Order means an order for Goods placed by the User on the Service, as a result of which the User enters into a Goods sales contract with the Partner and delivery contract with the Delivery Service Provider, (and if the Partner performs the Delivery, a delivery contract for such Goods with the Partner under the terms and conditions specified in the User Agreement and determined by the Partner in the Materials);

Goods mean goods that are the subject of a sales contract concluded between the User and the Partner by placing an Order on the Service by the User. The Goods sales contract and the rights and obligations arising therefrom when placing an Order shall arise directly between the Partner and the User. Yango Deli shall not be a party to this contract;

Instructions mean the instructions from a Yango Deli Partner to perform actions to accept payments for an Order made by a User via the Service, in accordance with Section 6 of the Offer.

Delivery means a service of delivery of the Goods ordered by the User through the Service to the User. A delivery contract with the User shall be concluded by and between the Delivery Service Provider (or the Partner, in the case of Delivery by the Partner itself)

Delivery Service Provider means an entity delivering the Goods ordered by the User (except for the cases when the Goods Delivery is performed by the Partner).

User Agreement means a document regulating the procedure for placing an Order by the User posted on the Internet at: https://yango.com/legal/deli_termsofuse

Territory – Republic of Zambia

International Standards — The Convention for the Protection of Individuals with regard to Automatic Processing of Personal Data (CETS No. 108).

Other terms may also be used in the Offer. In this event, the term shall be interpreted in accordance with the text of the Offer. If there is a possibility of an ambiguous interpretation of a term, the interpretation used on the Service shall have the first priority, the second priority will be given to the understanding of the term spread on the Internet, and the third — to the interpretation given in the Applicable Law.

2. Subject Matter of the Agreement

2.1. The subject of the Agreement is the fee-based provision of Yango Deli Services to the Partner of Yango Deli on the terms of the Offer, as well as the performance of Yango Deli obligations provided for in Section 4 (Instructions) of the Offer.

2.2. As part of the Services, Yango Deli shall provide the following:

2.2.1. placement of Partner Materials on the Service;

2.2.2. an opportunity for the User to place an Order for the Goods (and in the case of Delivery by the Partner, also place an Order for Delivery) from the Partner via the Service;

3. Terms and Conditions of the Services

3.1. A prerequisite for the provision of Yango Deli Services shall be the acceptance and compliance by the Partner, the application to the relations of the parties under the Agreement of the requirements and provisions set out in the Offer, the Yango Deli User Agreement

3.2. Unless otherwise provided by the agreement of the Parties, Yango Deli shall proceed with providing the Yango Deli Services to the Partner no earlier than:

3.2.1. The Partner will provide Materials that meet the requirements of the Agreement and Yango;

3.2.2. The Partner has accepted the Offer;

3.3. The Partner shall be solely responsible for the safety and confidentiality of registration data (login and password) for accessing the Personal Account in Vendor Application. All actions taken in relation to the posting of Materials through the Personal Account in Vendor Application using the Partner login and password shall be considered to have been performed by the Partner. The Partner shall be solely liable to third parties for all actions performed using the Partner's login and password.

3.4. The Partner acknowledges that for the purposes of the Agreement, in particular, to determine the cost of the Yango Deli Services, to confirm the acceptance of non-cash and/or cash funds from Users under the Goods sales contract and/or for the Delivery service, as well as to determine the commencement moment and period of the provision of Yango Deli Services and the fulfillment of obligations by the Parties, the Parties shall use only the Yango Deli statistics data.

3.5. If there is a corresponding functionality on the Service when the Partner performs a Delivery, the Partner may select the “Partner Delivers” option when filling out the questionnaire on the Partner Page or in the Personal Account, and in this case the Partner shall provide Yango Deli with the information about the geographical area of the Delivery of Goods to be performed by the Partner by e-mail. If the “Partner Delivers” option is unavailable when filling out the questionnaire, it shall be deemed not available.

3.6. When the User places an Order on the Yango Deli Service, the Partner will be provided with the information necessary to perform the Order via the Vendor Application or API.

3.7. After receiving the information about the Order, the Partner will send a confirmation of Order acceptance to Yango Deli through the Vendor Application or API.

3.8. The Order shall be deemed completed and the cost of Yango Deli Services shall be subject to charge upon receipt of the confirmation of Order acceptance by Yango Deli from the Partner, or if there are other circumstances indicating that the Partner has proceeded to fulfill the Order placed by a User.

3.9. The Partner agrees that before receiving the specified confirmation by Yango Deli, Yango Deli may send the Partner the information about the Order cancellation for any reason, in which case the Order shall not be deemed completed. Upon the Delivery by the Partner, the Partner undertakes to send the information indicating that the Goods Delivery has been completed to Yango Deli via the Vendor Application or API no later than 1 hour after the Delivery by the Partner.

3.10. The Partner must receipts/invoices to Users (if they are required in accordance with the Applicable Law). Responsibility for the proper content and provision of receipts/invoices to Users is primarily the responsibility of the Partners, unless otherwise follows from the Applicable Law or specified in Party’s agreement.

4. Materials Provision and Placement Procedure

4.1. The Partner shall provide Materials to Yango Deli in one of the following ways (depending on the method available on the Service at the time of providing individual Materials):

a. The Partner shall send an e-mail in *.XLS file format and a link to the photo of the Goods;

b. Send a link to the Partner’s website on the Internet containing the Materials. In this case, Yango Deli will send the Materials contained on the specified site to the Partner in advance by e-mail (in this case, the hash sum of the file containing the Goods photo image may be used to identify the Goods photo images). If the Partner, within 24 hours from the moment Yango Deli sends the specified data, does not inform Yango Deli by e-mail about its disagreement with the posting of the Materials sent by Yango Deli by e-mail, the Materials shall be deemed provided by the Partner in the form in which they were sent by Yango Deli to the Partner via e-mail.

c. Send via the API.

d. Via the Vendor application.

4.2. If the Materials are manufactured by Yango Deli for the Partner, no separate transfer of these materials shall be required. All exclusive intellectual property rights created by Yango Deli in the course of providing services for the preparation of Materials will belong to Yango Deli. Fee for the Materials preparation services shall be included in the cost of services under the Agreement for the first Reporting Period.

Yango provides to Partner the right to use photos under a simple (non-exclusive) license with only purpose to place these photos on Service.

Without the prior written consent of Yango, the Partner has no right to use photos in any way within delivery and courier services (including food delivery services) of third parties, as well as for the purpose of advertising such services (including within Internet sites or mobile applications of such services). In case of violation of this provision, Yango has the right (but not limited to the above) to unilaterally and extrajudicially terminate the Agreement, revoke the license for photographs from the Partner, demand payment of compensation for violation of intellectual property rights, demand compensation for losses (including lost profits).

In this case, the Materials shall be deemed provided by the Partner itself and it shall be responsible for such Materials independently in accordance with the Applicable Law.

4.3. The Materials shall be compiled in full compliance with the Applicable Law. The Materials shall not contain information about goods prohibited or restricted by the Applicable Law, including those prohibited or restricted for sale via the Internet.

4.4. The requirements for the content of the Materials, including the requirements for photos of the Goods, in addition to the Applicable Law, shall be determined based on the Yango Deli Service standards. Yango may refuse to place any Materials on the Service for any reason, until the partner brings the Materials into compliance with the Yango Deli Service Standards.

4.5. Yango Deli may invite the Partner to make changes to the Materials already posted by sending an appropriate notice by e-mail or via the Vendor Application (if available), indicating the essence of the changes. In this case, the hash-sum of the file containing the Goods photo can be used to identify the Goods photos. If the Partner fails to inform Yango Deli by e-mail within 2 hours from the moment of sending the specified notification of disagreement with the specified changes, Yango Deli may make such changes or block such a Material independently. In this case, the changes shall be deemed to have been made by the Partner itself.

4.6. The Partner, independently and in full, shall bear the responsibility stipulated by the Applicable Law as the person who brought the information into a form ready for distribution and guarantees the compliance of the Materials compiled and provided to Yango Deli for posting in compliance with the above procedure with all the requirements of the applicable law.

4.7. If the Materials are provided by the Partner in violation of the rules and requirements of the Agreement, Yango Deli may refuse to post such Materials, suspend or terminate the provision of Yango Deli Services in relation to such Materials, suspend, unilaterally withdraw from and terminate the Agreement, as well as make changes to the Materials.

4.8. The locations of the Materials on the Service shall be determined by Yango Deli independently.

4.9. The Parties have also agreed that Yango Deli may independently edit the layout of Materials, including, but not limited to, changing the font of texts in the Materials, replacing capital letters with lowercase letters, correcting typos, changing punctuation marks, correcting factual errors and inaccuracies in the description of Goods, etc.

4.10. In the case of Delivery by the Partner, if such a functionality is available on the Service, the Partner, when filling out the questionnaire on the Partner Page, may select the “Partner Delivers” option, and also provide Yango Deli with the information about the geographical area of the Delivery of Goods to be performed by the Partner by e-mail.

4.11. Yango Deli may post the Partner's Materials under which the Partner performs Delivery after Yango Deli e-mails a corresponding confirmation to the Partner. Yango Deli shall independently determine whether to show to the User the Partner's offers to deliver or not, taking into account the Delivery address the User has selected on the Service, the availability of Delivery by the Delivery Service Provider, the geographical area of the Delivery of Goods to be performed by the Partner as well as other circumstances.

4.12. Despite the Partner's choice of an option for delivery, Yango Deli may hide such an offer from the User and offer the User to order Delivery from the Delivery Service Provider.

4.13. When posting the Materials at the locations, the display of the Materials may be accompanied by additional information and reference materials of the Service (such as the information about the ratings of the Partner, information on the Goods, reviews, but not limited to the above).

5. Personal Data

5.1. The Partner confirms that it has legal grounds, in accordance with the applicable law, to process and transfer to Yango Deli the personal data specified by the Partner when entering into the Agreement, fulfilling the obligations and exercising the rights under the Agreement, including the personal data of the Partner's representatives, including through cross-border transfer to persons affiliated with Yango Deli and Delivery Service Providers (representatives and responsible persons of Delivery Service Providers), for the purposes of concluding the Agreement, fulfilling the obligations and exercising the rights under the Agreement. The Partner undertakes to provide legal mechanisms and guarantees for such a cross-border transfer in accordance with the applicable law. The Partner shall be responsible for the legality of processing the personal data and transfer thereof to Yango Deli, including the cross-border transfer to persons affiliated with Yango Deli and Delivery Service Providers (representatives and responsible persons of Delivery Service Providers), for the purposes of concluding the Agreement, fulfilling the obligations and exercising the rights under the Agreement, in accordance with the applicable law

5.2. In order to exercise the rights and fulfill the obligations under the Agreement as well as provide services to Users the Partner will process personal data of Delivery Service Providers, their representatives and responsible persons (name, phone number, location during delivery) and Users (name, phone number, address) in ways necessary to achieve these purposes.

5.3. The Partner will process the specified data until the processing purposes are achieved. Upon achieving the specified purposes, the Partner shall destroy (delete) the specified data.

5.4. The Partner undertakes to take organizational, legal and technical measures to protect the specified data to ensure the security thereof from unauthorized and accidental access, distribution, or destruction. Yango Deli may request documents confirming the adoption of such measures. In case of violation of the confidentiality and integrity of such personal data due to the Partner's fault, the Partner shall notify Yango Deli and the competent authority.

5.5. During the period of interaction between the Parties, the Partner, at the request of Yango Deli, shall provide information necessary for the exercise of the rights and interests of Users and Delivery Service Providers (their representatives and responsible persons) regarding the processing of their personal data in accordance with International Standards and applicable law.

5.6. The Partner shall respect the confidentiality of the specified data, not transfer the same to any third parties that are not involved in the process of fulfilling obligations under the Agreement and providing services to Users.

6. Instruction Execution Terms and User Order Payment Procedure

6.1. Payment for Orders on the Service may be made using cash or non-cash methods (or one of the specified methods). The User will select the payment method for the Order from the options available to the User.

6.2. Yango Deli will accept funds for Orders exclusively in connection with the execution of Instructions received from the Partner to accept User payments for orders on the Service in the following manner:

When paying using the non-cash method:

Yango Deli, upon the instructions of the Partner, undertakes to accept non-cash payments from Users for Goods as well as for Delivery (in the case of Delivery by the Partner) for a fee on Yango's own behalf and at the expense of the Partner.

When paying in cash:

If a cash payment option is available on the service, Yango Deli may, upon the instructions of the Partner, for a fee on Yango's own behalf and at the expense and of the Partner, arrange the acceptance of cash payments for the Goods from Users.

Acceptance of cash payments in case of Delivery of the Goods by the Partner or pickup by the User shall be carried out by the Partner independently, the cost of Yango Deli Services in this case shall be subject to payment in full and shall be paid in accordance with the procedure provided for by the Offer.

Such payments shall be deemed made directly to the Partner.

The Instructions shall be executed exclusively in connection with the provision of Yango Deli Services and shall not pertain to any financial or payment services.

6.3. Yango Deli may delegate the execution of Instructions to accept payments to any third parties.

6.4. When accepting funds for Goods and Delivery by the Partner upon Delivery by the Partner or upon pickup, the Partner shall, on behalf of Yango Deli, accept payment for the service fee, which shall be subject to transfer in favor of Yango Deli or may be withheld by Yango Deli together with the cost of Yango Deli Services. The cost of the service for the execution of Instructions specified in this Clause shall be included in the cost of Yango Deli services.

6.5. The payment amounts received by Yango Deli from Users in accordance with the Instructions shall be subject to transfer by Yango Deli to the Partner net of the amounts refunded by Yango Deli to Users (Section 7), as well as the cost of Yango Deli Services. The specified funds shall be transferred by Yango Deli to the Partner's bank account specified by the Partner in the questionnaire on the Partner Page, within a period not exceeding 20 calendar days from the date of receipt of the specified amounts by Yango Deli from Users.

6.6. Yango Deli, at its discretion, may transfer the amounts of payments received from Users as part of the execution of Instructions by transferring payment for the value of the Goods at the place where Orders are handed over by the Partner.

In this case, the transfer of the payment amounts for the Goods by transferring the payment amounts at the place where Orders are handed over shall be carried out solely in view of the execution of Instructions. For these purposes, Yango Deli may engage third parties.

The cost of Yango Deli Services in this case shall be subject to payment in full and shall be paid in accordance with the procedure provided for by the Offer.

The above order of the receipt of funds is an option and may only be applied with the consent of Yango Deli.

6.7. The term of validity of Instructions provided for in this section of the Offer shall be equal to the term of the provision of Yango Deli Services under the Agreement on the basis of the Offer.

6.8. Yango Deli will execute the Instructions within the Territory.

6.9. A fee for the execution of Instructions shall be included in the cost of Yango Deli Services determined in accordance with the Offer.

7. User Request Processing and Refunds of Payments for Order

7.1. If Yango Deli receives any requests from Users about their disagreement with the fact and/or the amount of payment for an Order (including claims with respect to the Goods in the Order, the composition of the Order, etc.), the Partner authorizes Yango Deli to consider the corresponding request from the User and decide on the refund to the User.

7.2. When considering User requests, Yango Deli will take into account information from the User; Service data available to Yango Deli, as well as information provided by the Partner in case of sending a request to the Partner from Yango Deli.

7.3. Based on this information, Yango Deli, at its discretion, will make a decision on the User request, including full or partial refund of the payment made to the User, refusal of refund and/or other decision on the merits of the User request.

7.4. If Yango Deli decides to refund the payment amount to the User, the amount to be refunded to the User shall be subject to refund by the Partner to Yango Deli (in particular, it may be withheld and/or payable under the invoice in the manner provided for by the Offer).

7.5. The specified refunds made by Yango Deli to Users shall not be a basis for revising (reducing) the cost of Yango Deli Services under such an Order. Payment for Yango Deli Services shall be carried out in the manner provided for in the Offer.

7.6. If the Partner does not agree with the decision to refund the payment the Partner shall notify Yango Deli in accordance with the procedure provided for in Clause 17.3 of the Offer within 14 calendar days from the date of receiving the Report by e-mail. In this case, Yango Deli may suspend the provision of Yango Deli Services for the time of consideration of the notification. If the Partner has failed to send a notification of disagreement with the decision to refund the payment within 14 calendar days, the decision shall not be reviewed, and the Partner shall be deemed to have agreed with the refund.

7.7. Yango Deli may withhold funds to be paid or reimbursed to Yango Deli from the funds received by Yango Deli as a result of the execution of Instructions. Such deduction of funds shall not be considered by the Parties as Yango Deli's violation of its obligations assumed in accordance herewith.

8. Rights and Obligations of the Parties

Yango Deli shall:

8.1. Provide the Partner with Yango Deli Services, fulfill the obligations provided for in Section 2 hereof, in accordance with the Agreement concluded on the terms hereof.

8.2. At the request of the Partner, send Statistics Data, and Yango Deli will not be liable for the Partner's failure to familiarize itself with the Statistics Data for reasons beyond the control of Yango Deli.

8.3. Provide the Partner with information about the User who ordered the Goods from the Partner, or the Delivery Service Provider in case such User or Delivery Service Provider files a claim or a lawsuit against the Partner in connection with the Order execution. Information shall be provided only upon the receipt by Yango Deli of a copy of the claim or lawsuit and only to the extent necessary to respond to the claim or lawsuit. To identify the Order, the Partner shall provide the Order number.

Yango Deli may:

8.4. Temporarily suspend the provision of Yango Deli Services to the Partner, the fulfillment of obligations under the Offer, for technical, technological or other reasons that hinder the provision of Yango Deli Services, and the fulfillment of obligations for the time of elimination of such reasons.

8.5. Suspend the provision of Yango Deli Services, performance of obligations and/or initiate early extrajudicial termination of the Agreement notifying the Partner in any of the following cases:

a. repeated violation by the Partner of the terms and conditions of Goods and/or delivery services sales contracts concluded with Users as a result of placing an Order by Users (including unjustified cancellations of Orders; failure to ensure proper quality, quantity of Goods and other requirements for Goods);

b. the Partner has arrears in payment for Yango Deli services (inter alia, has violated the payment terms for services) both under the agreement concluded under the terms of this Offer and under other agreements concluded between Yango Deli and the Partner;

c. Yango Deli receives any negative feedback about the Partner from Users, including but not limited to negative reviews about unjustified cancellations of Orders and failure by the Partner to ensure the proper quality, quantity of Goods and other requirements for Goods, quality of Delivery (when the Partner carries out the Delivery);

d. execution of an Order by a Partner without sending the confirmation of acceptance of the Order to Yango Deli in the manner provided for by the Offer;

e. attempt of the Partner to coordinate the Order information about which was received through Yango Deli with the User, bypassing the Service and without sending Yango Deli a confirmation of the Order acceptance;

f. in the cases specified in Clause 8.6(b) hereof;

g. in case of a repeated or a single material violation by the Partner of other obligations assumed in accordance with the Agreement.

8.6. Perform any actions (take supervisory measures):

a. to verify the compliance of the content of Materials with the requirements of the Agreement and the Yango Deli Service standards. Yango Deli shall independently determine the methods, frequency and grounds for supervisory measures. The discrepancy of Materials shall be determined by Yango Deli independently.

If the above cases are identified, Yango Deli shall have the right to suspend the provision of Services and execution of Instructions, as well as unilaterally reduce the amount of payments due to the Partner by the amount of losses or the amount of unjustified enrichment received by the Partner in bad faith.

8.7. Make changes to the Offer and other documents specified therein, to the conditions for determining and calculating the cost of Yango Deli Services, other terms of the Agreement specified on the Partner Page and in the Personal Account, in accordance with the procedure stipulated by the Offer and Applicable Law.

8.8. In order to perform the Agreement on the terms of a non-exclusive license, use, free of charge and globally, during the validity period of the exclusive rights to the corresponding intellectual property or means of individualization and by any means, trademarks, images, other information about the Partner, Goods and Delivery, including those included in the Materials posted on the Partner websites and/or in the official accounts of the Partner on social media, including for posting Materials on the Yango Deli Service, other platforms of entities from the Yango Deli group, in an advertisement for Yango Deli and a group of Yango Deli entities. At the same time, Yango Deli shall not be obligated to provide any reports on the use of such intellectual property and means of individualization in accordance with the Agreement.

If the Materials or information specified in this Clause are used in the advertising of Yango Deli and the companies of the Yango Deli group, Yango Deli may pre-coordinate the layouts of such advertising with the Partner, including by e-mail. When the Partner approves such layouts, the Partner shall make sure that the use of the Materials or the information specified in such layouts comply with the applicable law, including advertising, competition protection and consumer protection laws. The use of such Materials will not require payment of a separate fee from Yango in favor of the Partner or third parties.

8.9. Yango Deli may, at its discretion, carry out marketing and other activities aimed at promoting the Service, including those related to providing additional promotional conditions when placing an Order. Yango Deli shall independently determine the material terms of such activities. The activities specified in this Clause are carried out by Yango Deli at its own expense, in connection with which Yango Deli ensures the receipt in favor of the Partner of the amounts received from the Users in the amount and in the manner established by the Offer, taking into account the appropriate compensation (if required). For the purposes of the Report provided for in Clause 6.7 of the Offer, the amounts of the corresponding funds shall be considered included in the amount received by Yango Deli when executing the Instructions to receive funds from Users of the Service under the Goods sales contract and/or for the Delivery service.

8.10. Yango Deli shall have other rights provided for herein.

The Partner shall:

8.11. Provide Yango Deli with the Materials in compliance with the requirements stipulated in Section 4 hereof.

8.12. When preparing, creating, changing the Materials, comply with all Yango Deli requirements for the Materials and the terms of placement stipulated hereby, as well as all applicable norms and requirements of the Applicable Law.

8.13. Provide the Materials, the content of which corresponds to the current sale and purchase offers for the Partner’s Goods (and if the Delivery is performed by the Partner, for the Delivery as well), and comply with the stated sale and purchase terms for Goods (and if the Delivery is performed by the Partner, with the Delivery terms as well).

8.14. Ensure the relevance, reliability, completeness and other compliance with the Applicable Law of the information contained in the Materials at any time Yango Deli Services are provided.

8.15. Provide Yango Deli in advance with the Materials indicating the updated information if the information provided therein is amended.

8.16. Upon Yango Deli's request, within a period not exceeding 2 calendar days from the receipt of such a request, provide duly certified copies of documents confirming the information about the Goods, Delivery and/or the Partner provided to Yango Deli, including as part of the Materials. The Parties acknowledge that the said information is not confidential.

8.17. Pay for Yango Deli Services under the Agreement as and when specified in the Offer (Agreement).

8.18. The Partner agrees that the display of the Materials provided by it may be accompanied by additional information materials of the Yango Deli Service, including the information about the Partner’s ratings, Goods ratings, User reviews and other information.

8.19. Keep secret and not provide third parties with a link to the Partner Page and Personal Account.

8.20. If applicable, when filling out the questionnaire on the Partner Page, specify the VAT rate applied by the Partner in respect of Goods and/or Delivery, and in case of a change in the applicable VAT rate, inform Yango Deli by e-mail no later than 30 business days before the corresponding change.

8.21. Without prior written consent from Yango Deli, not distribute any advertising materials (either its own or those of third parties) with the Goods.

8.22. Not distribute, publish or otherwise provide inaccurate information about the Service and/or Yango Deli (including, but not limited to, the information containing profanity, representing the Service and/or Yango Deli in a negative light, otherwise contrary to ethical and moral norms, principles of good faith, integrity, other information designated (directly or indirectly) by Yango Deli as inaccurate and not subject to distribution by the Partner). In this case, the decision of Yango Deli when determining the inaccuracy of information shall have priority, and shall be necessarily taken into account by the Partner.

8.23. Fill out the questionnaire on the Partner Page in the correct way, specifying the necessary Partner data. After receiving an e-mail from Yango Deli with a request to confirm the Partner data, the Partner shall carefully check and, if there are inaccuracies in such data, report the same by e-mail or in any other way specified in the corresponding e-mail from Yango Deli. In case of discrepancies between the questionnaire data and the data contained in the email, the data in the email will take precedence. The Partner shall be fully liable for the consequences that have arisen and/or may arise in connection with the erroneous filling out of the questionnaire, or the inaccuracy of the data in the email in case of not sending information about inaccuracies to Yango Deli.

8.24. Hand Orders to Users in case of pick-up (if applicable) of the Goods out of turn, and the Goods shall be available for pick-up for at least two (2) hours from the expiration of the time when the User is to arrive for the pick-up of the Goods as indicated in the Service.

8.25. If it is impossible to complete the Order in full, cancel the Order or agree with the User to change the composition of the Order. The agreement with the User shall be carried out by the Partner by calling the User at the phone number provided by Yango Deli. If it is impossible to contact the User to change the composition of the Order within the time limits specified in the Vendor Application, the Partner shall cancel the Order.

8.26. When placing Materials related to:

8.27. Provide fiscal receipts to Users with Orders according Applicable Law.

8.28. Perform other obligations stipulated by the Offer (Agreement).

The Partner may:

8.29. To access the Statistical Data in accordance with the procedure established by the Offer.

8.30. Amend the Materials, provided that Yango Deli receives the modified Materials in the ways stipulated in Section 4 of the Offer, at least 5 business days in advance in the manner set forth in the Offer.

8.31. In case of disagreement with the amendments in the Offer and any other documents indicated in this Offer, in the terms and conditions for determining and calculating the cost of Yango Deli Services, other terms and conditions specified on the Partner Page and in the Personal Account, the Partner may terminate the Agreement. Termination shall be carried out by notifying Yango Deli no later than seven (7) calendar days from the date of entry into force of these amendments. Upon termination, the Partner shall pay Yango Deli the cost of the Services actually rendered by Yango Deli, as well as perform other monetary obligations to Yango Deli. The Agreement is considered terminated from the moment Yango Deli receives the Partner's notification.

8.32. Unless the Partner has sent a notice of termination within the specified time, the changes shall be deemed accepted by it in full.

9. Cost of Services, Services Acceptance and Payment Procedure

9.1. The cost of Yango Deli Services shall be indicated on the Partner Page and in the Personal Account.

The total cost of Yango Deli Services in the reporting period shall be determined in accordance with the statistics of Yango Deli.

The cost of services will include VAT calculated at the rate in accordance with the applicable legislation.

9.2. The cost of Yango Deli Services will include the fee for the execution of Instructions.

9.3. The reporting period for the provision of Yango Deli Services (hereinafter referred to as the Reporting Period) shall be a calendar month.

9.4. The Partner may pay for Yango Deli Services:

a. in a non-cash manner, including by deducting the cost of Yango Deli Services from the funds received by Yango Deli as a result of the execution of Instructions (Section 6 of the Offer);

b. in case of impossibility of payment in the manner specified in Clause (a), payment shall be made by bank transfer, by transferring funds by the Partner to the Yango Deli account within twenty (20) business days after the end of the Reporting Period.

9.5 The Parties have agreed that the total cost of Yango Deli Services for the Reporting Period will be indicated in the Certificate of the Services Rendered (hereinafter, the Certificate, Invoice).

9.6. If, in accordance with the requirements of the applicable legislation, the Partner is obliged to deduct any taxes, duties, fees and/or other payments payable by Yango as a recipient of income from the cost of Yango Deli Services, then the cost of Yango Deli Services shall be automatically increased so that after deducting the amounts specified in this Clause, the cost of Yango Deli Services, subject to the payment to Yango Deli under the Agreement is equal to the amount originally stipulated in the Agreement.

9.7. The Partner shall be deemed to have fulfilled its obligations to pay for Yango Deli Services from the moment of funds crediting to the settlement account of the Yango Deli bank or from the moment of retention of funds by Yango Deli in accordance with Clause 7.7 of the Offer.

9.8. On a monthly basis (on the last day of the Reporting period), Yango Deli will generate a Certificate (Invoice), a one-sided Report on Execution of Instructions (hereinafter referred to as the Report) in accordance with the scope of Services actually rendered in the Reporting Period and the actual progress of the execution of Instructions, as well as other documents required for execution in accordance with the law (for example, invoices).

9.9. The Report shall contain:

a. the total amount of non-cash and cash payments accepted by Yango Deli from Users in favor of the Partner;

b. A table with a breakdown of settlements with the Partner (including, if any: the total amount of the Users’ non-cash and cash payments accepted by Yango Deli; the total amount of funds returned by Yango Deli to the Users in the Reporting Period; the amount transferred by Yango Deli to the Partner’s account in the Reporting Period; the amount subject to deduction by Yango in connection with the funds refundable to the Users in the Reporting Period; the amount withheld by Yango Deli against the cost of Yango Deli Services in the Reporting Period; the amount subject to withholding by Yango Deli in the amount of the forfeit, etc.)

9.10. The services of Yango Deli shall be considered to have been provided by Yango Deli properly and accepted by the Partner in the scope specified in the Certificate (Invoice), if Yango Deli has received no reasoned written objections from the Partner within 13 business days after the end of the Reporting Period.

9.11. After the expiration of the period specified above, no Partner's claims under the Certificate (Invoice), including those regarding the quantity (scope), cost and quality of Yango Deli Services shall be accepted.

9.12. The Parties have agreed that the Certificates (Invoices), Reports and other documents required for issuance will be sent by Yango Deli to the Partner by e-mail and in the original, including through electronic document management systems, within the terms stipulated by the applicable law. If there are no legal requirements for the time of preparation and submission of documents, Yango Deli shall send scanned copies to the Partner by e-mail within seven (7) business days from the end of the Reporting Period, and the originals, including through electronic document management systems, within a month from the end of the Reporting period (if applicable).

9.13. The Parties hereby confirm that the exchange of documents by e-mail will be equivalent to the exchange of original documents in hard copy, unless otherwise limited by the Applicable Law.

9.14. If Yango Deli sends reconciliation reports to the Partner, the Partner shall send signed reconciliation reports or reasoned objections to such reconciliation report to Yango Deli no later than five (5) business days from the date of receiving of the reconciliation report. If Yango Deli receives no signed reconciliation report or reasoned objections to the reconciliation report within the specified period, Yango Deli will have the right to suspend payments (settlements) with the Partner until the reconciliation is carried out and the corresponding reconciliation report is signed with the Partner.

10.Acceptance of the Offer and Execution of the Agreement

10.1. The Partner will accept the Offer in one of the following ways:

a. by clicking on the “I have fully read and agree to the terms of the Offer” button (or similar in meaning) on the Partner Page.

b. sending a notification of acceptance of the Offer signed by the Partner to the Yango Deli e-mail address.

c. by sequential actions specified in items (a) and (b) (in aggregate).

10.2. Acceptance of the Offer by the Partner will generate the Agreement on the terms and conditions of the Offer.

10.3. By agreeing to the terms and accepting the terms hereof by means of the Offer Acceptance, the Partner (or a representative of the Partner, including an individual duly authorized to enter into the Agreement on behalf of the Partner) shall represent to Yango Deli and guarantee that:

a. The Partner (representative of the Yango Deli) has all the rights and powers necessary to execute and perform the Agreement;

b. The Partner executes the Agreement voluntarily and the Partner (the Partner's representative):

c. The Partner has fully read the terms of the Offer and fully understands the subject and conditions of the Offer and the Agreement

d. The Partner fully understands the significance and consequences of its actions in relation to the conclusion and performance of the Agreement;

e. The Partner (representative of the Partner) has provided valid information, including personal data, about the Partner (representative of the Partner) on the Partner Page and reliable information, including personal data, about the Partner at the time of drawing up of the payment documents for the Services.

10.4. The actions provided for in this section of the Offer, carried out by a person with which Yango Deli had previously terminated the Agreement in connection with the violation of the provisions of the Offer by the specified person, shall not be recognized as a proper Acceptance of the Offer. The said actions imply no obligations for Yango Deli. The provisions of this Clause shall not apply to cases where Yango Deli has carried out unambiguous actions indicating acceptance of the Offer made by the above persons. Yango Deli has the right to independently determine technical ways to limit the acceptance of the Offer for such persons.

10.5. At the conclusion, the Agreement will be assigned a number which will be communicated to the Partner by Yango Deli by e-mail along with a notification of acceptance of the Offer.

10.6. Yango Deli may refuse to conclude the Agreement with the Partner at any stage of negotiations, if the Partner does not meet the criteria of good faith and reliability stipulated by Yango Deli. Yango Deli may not disclose to the Partner the reasons why Yango Deli classifies the Partner as a contractor not meeting the criteria of good faith and reliability.

11.Term and Amendments to the Offer

11.1. The Offer becomes effective from the date specified in the Effective Date section and is valid till revoked by Yango Deli.

11.2. Yango Deli reserves the right to amend the Offer and any other documents mentioned in this Offer, as well as the conditions for determining and calculating the cost of Yango Deli Services, other terms of the Agreement specified on the Partner Page and in the Personal Account, and/or withdraw the Offer at any time at its discretion.

11.3. If Yango Deli makes any amendments, such amendments shall become effective upon posting the text as amended on the Internet at this Offer or amended document address, unless any other term for entering into force of the amendments is additionally specified during such posting.

12.Duration of and Amendments to the Agreement

12.1. Acceptance of the Offer by the Partner will generate the Agreement on the terms of the Offer.

12.2. The Agreement shall come into force from the moment of the Offer Acceptance by the Partner and is valid until the termination of the Agreement.

12.3. The Partner agrees and acknowledges that any amendments to the Offer and any other documents mentioned in this Offer, the conditions for determining and calculating the cost of Yango Deli Services, other terms of the Contract specified on the Partner Page and in the Personal Account, will entail similar amendments to the Agreement concluded and valid between the Partner and Yango Deli. Amendments to the Agreement shall become effective simultaneously with such amendments to the Offer.

12.4. Should Yango Deli withdraw the Offer during the term of the Agreement, the Agreement shall be deemed terminated upon withdrawal unless otherwise is specified by Yango Deli at the time of withdrawal of the Offer.

13.Termination of the Agreement

13.1. The Agreement may be terminated:

a. At any time upon agreement of the Parties;

b. Yango Deli, in case of violation by the Partner of the terms of the Agreement from the date of sending the notification to the Partner;

c. By Yango Deli unilaterally with a notice to the Partner no later than five (5) business days before the date of termination of the Agreement;

d. By the Partner unilaterally and extrajudicially by at least thirty (30) calendar days' notice served on Yango Deli prior to the termination of the Agreement;

e. Оn other grounds stipulated by the Offer.

13.2. The obligations of the Parties hereunder, which, by their nature, shall remain in effect (including, but not limited to, confidentiality, settlement and information use obligations), shall survive the termination hereof.

13.3. The termination of the Agreement on any grounds does not exempt the Parties from the liability for violations of the terms of the Agreement that have emerged within its validity term.

14.Warranties

14.1. The Partner represents and warrants that it has all the Mandatory Documents provided for by the Applicable Law, including permits, certificates and other instruments necessary for carrying out activities for the sale of those Goods, information about which the Partner places on the Service. The Partner confirms and warrants that it bears full and independent responsibility for compliance with all requirements for conducting business on the sale of those Goods and guarantees that it will settle all claims of third parties related to compliance with such requirements using its own resources and compensate Yango for all losses, if such losses arise for Yango due to violations committed by the Partner.

14.2. During the term of the Agreement, Yango Deli shall make every effort to eliminate any failures and errors, if any. At the same time, Yango Deli does not guarantee that there will be no errors or failures when placing Materials, as well as when rendering the Services, as well as concerning the operation of the software.

14.3. Except for the warranties expressly stated in the text of the Offer, Yango Deli does not provide any other direct or implied warranties under the Agreement and expressly disclaims any warranties or conditions with respect to non-violation of the rights and compliance of Yango Deli Services with the specific purposes of the Partner.

14.4. By accepting the Offer, the Partner (or the Partner's representative, including an individual duly authorized to execute the Agreement on behalf of the Partner) confirms and warrants to Yango Deli that:

a. The Partner (representative of the Partner) has provided valid information, including personal data of the Partner's representative when filling in the questionnaire on the Partner Page and reliable information, including personal data, about the Partner at the time of drawing up of the payment documents for the Services.

b. The Partner (representative of the Partner) has fully familiarized with the terms and conditions of the Offer, b) has fully understood the subject of the Offer and the Contract, C) has fully understand the meaning and consequences of their actions in relation to the conclusion and execution of the Agreement.

c. The Partner (representative of the Yango Deli) has all the rights and powers necessary to execute and perform the Agreement.

d. Placement (reproduction, display), other use of Materials or information from the Partner by Yango Deli does not violate and does not entail violation of any rights of third parties and the Applicable Law, in connection with which the Partner shall be liable in accordance with Section 12 of the Offer.

e. When the Partner approves advertising layouts, such layouts or the use of such layouts fully complies with the Applicable Law, including legislation on advertising, competition protection, consumer protection, and does not entail violation of the rights of third parties.

f. The goods, information about which is contained in the Materials submitted by the Partner, were legally introduced into civil circulation on the Territory.

14.5. The Partner gives consent to Yango Deli and Yango Deli affiliates to use the intellectual property and means of individualization specified in Clause 8.8. of the Offer, in all countries for the duration of the exclusive rights, by reproduction, editing, public display, public performance, broadcast and cable messages, retransmission, making available to the public (partially or completely) by any legal means, including in advertising of Yango Deli and Yango Deli affiliates.

15.Anti-Corruption Clause

15.1. The Parties shall comply with all applicable anti-corruption laws.

15.2. The Parties hereby acknowledge and agree that they pursue a policy of zero tolerance to bribery and corruption, which means that corrupt conduct and assistance payments/business-related facilitation payments, and payments securing faster solutions shall be strictly prohibited.

15.3. The Parties, their affiliates, employees, as well as intermediaries and representatives, who directly or indirectly participate in the performance of the obligations of the Parties (including agents, commission agents, customs brokers and other third parties), do not accept, pay, offer, or permit (authorize) to pay / accept any funds or transfer any valuables (including intangible assets), directly or indirectly, to any parties to influence their actions or decisions seeking to gain any unfair advantages, inter alia, bypassing procedures established by laws, or pursuing any other inappropriate aims.

15.4. The provisions of this Clause are representations that are significant for the Parties. The Parties rely on such representations and warranties when entering into the Agreement.

15.5. In case of violation by one of the Parties of the obligations to comply with the requirements provided for in this Clause, the Party may repudiate the Agreement unilaterally out of court with immediate effect by sending a written notice of termination. The Agreement shall be deemed terminated upon the lapse of ten (10) calendar days from the date the other Party has received the relevant written notice.

15.6. If the Party suspects that any provision of this clause has been or can be violated, this Party undertakes to immediately notify the other Party of its suspicions in writing. The Parties agree to use the following addresses to notify of violation / threat of violation of this clause:

• To notify Yango Deli: https://yandex.alertline.eu.
• To notify the Partner: the approved electronic address specified by the Partner when accepting the Offer.

16.Liability and Limitation of Liability

16.1. The Parties shall be liable for violation of the Agreement in accordance with the terms and conditions of the Agreement and the Applicable Law.

16.2. Yango Deli shall not be liable for any defects in the performance of Delivery services, as well as for any claims and/or damages that may arise in connection with the sale of Goods by the Partner.

16.3. Under no circumstances Yango Deli shall be held liable under the Agreement for: a) any indirect losses and/or lost profits of the Partner and/or third parties regardless of any circumstances; b) use/inability of the Partner and/or third parties to use any means and/or methods of transmitting/receiving the Materials and/or information.

16.4. The aggregate amount of the Yango Deli's liability hereunder, including the amount of penalties (fines, forfeits) and/or indemnifiable damages for any action or claim, shall be limited to 10% of the cost of Yango Deli Services hereunder for the Reporting Period in which there was a violation (or in which a continuing violation ceased).

16.5. The Parties shall be released from any liability for partial or complete failure to discharge their obligations hereunder, if such failure is caused by force majeure events occurring after concluding hereof or if the Parties' failure to discharge their obligations hereunder is caused by any emergency, which the Parties could have neither reasonably foreseen or prevented.

16.6. The Partner shall be held fully liable for:

a. compliance with all requirements of the legislation on Orders to Users, including but not limited to the legislation on advertising, intellectual property, competition, with respect to the content and form of Materials or information;

b. the accuracy of the information specified by it when filling out the questionnaire on the Partner Page, the accuracy of the information specified in the Materials or information, including the Partner's trademarks, images, and other information about the Partner.

16.7. The Partner undertakes to resolve disputes on its own and at its sole expense and settle claims of third parties regarding Materials or any other information provided in accordance with the Offer, or to compensate for losses (including legal costs) caused by Yango Deli in connection with claims and lawsuits based on the placement or use of such Materials and information by Yango Deli. If the content, form and/or placement of Materials was the basis for the imposition or attempt to impose penalties against Yango Deli by government agencies, the Partner shall:

a. immediately at the request of Yango Deli provide the latter with all the requested information regarding the placement and content of Materials or any other information of the Partner;

b. assist Yango Deli in resolving disputes related to Partner's Materials or other information;

c. reimburse all losses (including the costs of paying fines) caused to Yango Deli as a result of the placement of Materials or information of the Partner.

16.8. In case of violation by the Partner of the terms of the Agreement, Yango Deli may suspend the provision of Yango Deli Services until the Partner eliminates the committed violations and indemnifies (compensates) the losses caused by such violation to Yango Deli in full. In this case, Yango Deli shall also be entitled to terminate the Agreement. Upon termination of the Agreement on the said basis, Yango Deli may recover from the Partner the penalties and losses claimed under the Agreement by way of deduction.

16.9. Yango Deli may demand payment of a penalty from the Partner in the amount of the cost of the Goods ordered by the User (including all applicable taxes):

a. In case the User refuses to pay for the Goods under the sales and Delivery contract due to improper provision of services, non-conformity of the Goods to the Order, improper quality of Goods and other circumstances for which the Partner is responsible as a seller of the Goods;

b. in case of other claims of the User to the Goods, that occurred due to the Partner's fault.

In this case, the Partner is obliged to pay the specified forfeit within 5 days from the date of sending the corresponding request by Yango Deli. Yango Deli may withhold the corresponding amount of the fine from the amount of funds received by Yango Deli as a result of ensuring the acceptance of non-cash and/or cash funds of Users under the Goods sales and/or Delivery contract. The existence or absence of the Partner's fault shall be established by Yango Deli independently in view of information received from the User, the Partner and the Delivery Service Provider as well as any other available information. In this case, the opinion of Yango Deli when establishing this fact shall prevail and be binding on the Partner.

16.10. In case of violation by the Partner of the obligation stipulated in Cl. 8.21 of the Offer, Yango Deli may demand from the Partner, and the Partner shall pay Yango Deli a penalty in the amount of 3000 ZMF for each violation. The specified penalty shall be paid in accordance with the procedure and within 5 calendar days from the date of sending the corresponding request by Yango Deli.

16.11. In case of violation by the Partner of the obligation stipulated in Cl. 17.8 of the Offer, Yango Deli may demand from the Partner, and the Partner shall pay Yango Deli a penalty in the amount of 300 000 ZMF for each violation. The specified penalty shall be paid in accordance with the procedure within 10 calendar days from the date of sending the corresponding request by Yango Deli

17.Miscellaneous

17.1. The Agreement and performance thereof shall be regulated in accordance with the Applicable Law. All issues not regulated by the Offer or not fully regulated by it shall be regulated in accordance with the substantive law in force within the Territory. If disputes between the Partner and Yango Deli regarding the Agreement are not resolved through negotiations between the Parties, the same shall be subject to consideration in accordance with the procedure provided for by the Applicable Law.

17.2. The Parties have agreed that Yango Deli may disclose to third parties any information (including the information about the Partner, as well as the information contained in the Materials and any other information about the Partner) received from the Partner as part of the fulfilment by the Parties of their obligations under the Agreement.

17.3. Any notices under the Agreement may be sent by one Party to the other Party: 1) by e-mail; 2) by mail with return receipt requested or by courier service with a confirmation of delivery.

17.4. If the Partner sends a notice to Yango Deli on a change in the details (including bank details) of the Partner, such changes shall become mandatory and entail civil-law consequences for Yango Deli only after Yango Deli sends the confirmation of the receipt of such notification to the Partner by e-mail. If the Partner does not receive the specified notification from Yango Deli, the Partner may send the corresponding notification to Yango Deli by mail with a return receipt or courier service with confirmation of delivery.

17.5. Notices of bank details changes can also be sent by the Partner via the Vendor Application, if such function is available in the Vendor Application.

17.6. If one or more provisions of the Offer are invalid or unenforceable for any reason, such invalidity does not affect the validity of any other provision of the Offer (Agreement), that shall remain in force.

17.7. The Partner undertakes to keep confidential and consider confidential information about the commercial terms of the Agreement (including costs of the Yango Deli Service), the technical features of the Service and its functionality, as well as other information transmitted by Yango Deli to the Partner and designated by Yango Deli as confidential information (hereinafter referred to as the Confidential Information), and not to disclose, communicate, publish or otherwise provide such information to any third party without the prior written permission of Yango Deli.

17.8. The obligation to keep the Confidential Information secret shall become effective upon signing of the Agreement and remain effective for five (5) years after the expiration or termination of the Agreement for any reason.

17.9. The Parties have agreed that Yango Deli has the right to disclose to third parties information received from the Partner as part of fulfilling their obligations under the Agreement, including information about Orders and the cost of Yango Deli.

17.10. The Partner shall not be entitled to assign its rights under the Agreement to any third parties without prior consent of Yango Deli. The obligation to confirm the existence of such consent shall be imposed on the Partner. At the same time Yango Deli may transfer the rights and obligations under the Agreement without prior notification (approval) of the Partner.

17.11. The Parties have agreed that the Partner's working hours shall be the time when the Partner receives Orders, indicated by the Partner in the questionnaire on the Partner Page, or communicated by the Partner to Yango Deli in any other way provided for by the Agreement

18.Yango Deli Details

Company name: Yango Deli ZAM Limited

Legal form: PRIVATE COMPANY LIMITED BY SHARES

Place of business: House No. 3 Mpulungu Road, Olympia Park, Lusaka, Zambia

Registration number: 120220043569