Yango Deli Services Offer

Yango Services Offer

This Offer constitutes an offer by Yango Urban Digital Services Pvt Ltd. (hereinafter referred to as the Service and/or Yango), to the Partner to enter into Yango Services Agreement on the following terms and conditions.

1. Terms and Definitions

The following terms are used in the Agreement:

Offer Acceptance shall mean full and unconditional acceptance of the Offer by the Partner in accordance with Section 7 of the Agreement.

Partner Page shall mean a web page posted on the Internet, a link to which is provided to the Partner by Yango when the Partner applies with the intention to enter into the Agreement.

Personal Account shall mean an individual Partner page in the Vendor Program.

API shall mean 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 Program shall mean, collectively, the programs for mobile devices running on the Android or iOS operating system, as well as the web versions available at pickerapp.eats.yango.com and vendor.yango.com, which allow 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 hereof, available to the Partner after authorization using the Partner’s login and password, which are provided by Yango to the Partner after entering into the Agreement and/or upon the Partner’s request by e-mail.

Statistics Data shall mean data on the provision of Services and execution of Instructions (including information on the number of Orders, the cost of Yango Services, other information pertaining to the provision of Yango Services and execution of Instructions).

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

Materials shall mean information materials provided by the Partner containing an offer to the 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 shall mean all documents that, in accordance with the applicable law, a Partner is required to have when performing its activities, including, if applicable, a business license, tax registration, PAN information, a license to sell alcohol, tobacco and/or pharmaceutical products, a food safety certificate, banking information, details of payment documents and invoices.

User shall mean 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 shall mean programs (including programs for mobile devices) and/or websites of Yango 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 shall mean all applicable laws, regulations, rules and codes currently in force within the Territory.

Order shall mean 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 the Goods with the Partner under the terms and conditions specified in the User Agreement and determined by the Partner in the Materials).

Goods shall 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.

Instructions shall mean the instructions from the 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 shall mean 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 shall mean an entity delivering the Goods ordered by the User (except for the cases when the Delivery of Goods is performed by the Partner).

User Agreement shall mean a document regulating the procedure for placing an Order by the User posted on the Internet at: link is to be added.

Territory shall mean the Federal Democratic Republic of Nepal.

Data Processing Agreement shall mean the agreement as available at https://yango.com/legal/deli_dpa_np that is deemed to be incorporated into the Agreement by reference.

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 shall be given to the understanding of the term commonly used on the Internet, and the third one, to the interpretation given in the Applicable Law.

2. Subject Matter of the Agreement

2.1. The subject of the Agreement is the provision of Yango services to the Partner on the terms of the Offer, as well as the performance of Yango obligations provided for in Section 4 of the Agreement.

2.2. As a part of the Yango services, Yango 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;

2.3. If technically possible, Yango may provide services for organizing marketing promotions to promote Partner’s Goods on the Service, within which Yango shall:

• provide the Partner with functionality on the Partner’s page and/or in the personal account in the Vendor Program to create a request for a Partner to conduct a marketing promotion on the Service. A Partner may choose the parameters of the promotion from the available options in the Vendor Program. If the promotion selection is unavailable, then the service will not be provided;
• display the Partner’s page on the Service in a special section of the Service with promotions for Users (if there is such a section).

Yango shall have the right at any time to hide or suspend the posting of information about the Partner’s marketing promotions implemented using the functionality of the Service for organizing marketing promotions.

2.4. Yango may provide the Partner with an option to provide free Delivery for the Partner’s Orders at Partner’s cost.

3. Terms and Conditions of the Services

3.1. A prerequisite for the provision of Yango 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 and Yango User Agreement.

3.2. Yango shall proceed with providing the Services to the Partner no earlier than:

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

3.2.2. The Partner accepts the Offer;

3.2.3. Yango provides the Partner with the formal notice of its readiness to provide Yango services.

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 Program. All actions taken in relation to the posting of Materials through the Personal Account in Vendor Program 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 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 services and the fulfillment of obligations by the Parties, the Parties shall use only the Yango Statistics Data.

3.5. If the Partner chooses the option “Partner delivers” when filling out the questionnaire on the Partner’s Page or in its Personal Account, the Partner shall provide Yango with information by e-mail about the geographical area where the Partner will deliver the Goods. If the “Partner Delivers” option is unavailable when filling out the questionnaire, it shall be deemed not available.

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

3.7. When the User places an Order on the Service, the Partner will be provided with the information necessary to perform the Order via the Vendor Program or API.

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

An Order shall be deemed placed after Yango receives confirmation of the Partner’s acceptance of the Order or if there are other circumstances that indicate that the Partner has proceeded with fulfilling the Order placed by the User.

3.9. The Partner agrees that before receiving confirmation from Yango, Yango may send information to the Partner about the Order cancellation, in which case the Order shall not be deemed completed.

3.11. Upon the Goods Delivery by the Partner, the Partner undertakes to send the information indicating that the Goods Delivery has been completed to Yango via the Vendor Program or API no later than 1 hour after the Delivery by the Partner.

4. Materials Provision and Placement Procedure

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

a. 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 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 2 hours from the moment Yango sends the specified data, does not inform Yango by e-mail about its disagreement with the posting of the Materials sent by Yango by e-mail, the Materials shall be deemed provided by the Partner in the form in which they were sent by Yango to the Partner via e-mail.

c. Send via the API.

d. Via the Vendor Program.

4.2. If the Materials are manufactured by Yango for the Partner, no separate transfer of these materials shall be required. All exclusive intellectual property rights created by Yango in the course of providing services for the preparation of Materials will belong to Yango. Fee for the Materials preparation services shall be included in the cost of services under the Agreement for the first Reporting Period. The Partner shall not be entitled to use the Materials made by Yango without the prior written consent of Yango. 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 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 Service standards.

4.5. Yango may invite the Partner to make changes to the Materials already posted by sending an appropriate notice by e-mail or via the Vendor Program (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 by e-mail within 2 hours from the moment of sending the specified notification of disagreement with the specified changes, Yango 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 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 may refuse to post such Materials, suspend or terminate the provision of Yango 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 independently.

4.9. The Parties have also agreed that Yango may independently edit the layout of Materials (change the font of texts in the Materials, replace capital letters with lowercase letters, correct typos, change punctuation marks, correct factual errors and inaccuracies in the description of Goods, etc.)

4.10. Yango may post the Partner’s Materials under which the Partner performs Delivery after Yango e-mails a corresponding confirmation to the Partner. Yango 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.

4.11. When placing the Materials on the Service, the display of the Materials may be accompanied by additional information and reference materials from Yango (including information about Partner ratings, information on the Goods, reviews).

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 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 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, including the cross-border transfer to persons affiliated with Yango 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 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 and the competent authority.

5.5. During the period of interaction between the Parties, the Partner, at the request of Yango, 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 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 and/or non-cash payments. The User will select the payment method for the Order from the options available to the User.

6.2. Yango accepts funds for Orders exclusively in connection with the execution of Instructions received from the Partner to accept User payments.

6.3. Yango 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, accept payment for the Service fee Yango charges to Users, which shall be subject to transfer in favor of Yango or may be withheld by Yango together with the cost of Yango services.

6.5. The payment amounts received by Yango from Users in accordance with the Instructions shall be subject to transfer by Yango to the Partner minus Users refunds, as well as cost of Yango services. The specified funds shall be transferred by Yango 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 from Users.

6.6. The term of validity of Instructions provided for in this section of the Agreement shall be equal to the term of the provision of Yango Services under the Agreement.

6.7. Yango will execute the Instructions within the Territory.

6.8. Cost of execution of Instructions by Yango shall be included in the cost of Yango services.

7. User Request Processing and Refunds of Payments for Order

7.1. The Partner shall authorize Yango to consider any requests from Users regarding Goods (and Delivery in case the Delivery is provided by the Partner or its representatives) and make decisions on the refund of payment to Users.

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

7.3. Based on this information, Yango, at its discretion, will make a decision on the User’s 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 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 (in particular, it may be withheld and/or payable under the invoice in the manner provided for by the Agreement).

7.5. Following User complaint approval under this Section 7 with Partner fault, Yango may deduct User Recovery Charge per instance, reflecting Yango's average cost of service recovery measures for Partner-related complaints.

The User Recovery Charge rates derived quarterly from operational Statistics Data and published via Vendor Program prior to effectiveness.

7.6. The specified refunds made by Yango to Users shall not be a basis for reducing the cost of Yango Services under such an Order.

7.7. The Partner shall have the right to notify Yango of disagreement with the decision to refund any payment to a User within fourteen (14) calendar days from the date of receiving the Report. Yango may suspend the provision of Yango Services for the duration of the notification review. In case of a breach of the notification procedure, the Partner shall lose the right to challenge Yango’s decision to refund.

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

8. Rights and Obligations of the Parties

Yango undertakes to:

8.1. Provide Yango Services to the Partner, fulfill the obligations provided for in Section 2 hereof.

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

8.3. Provide the Partner with the 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 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 may

8.4. Temporarily suspend the provision of Yango services to the Partner, the fulfillment of obligations under the Agreement:

a. for technical, technological or other reasons that hinder the provision of Yango services, and the fulfillment of obligations for the time of elimination of such reasons;

b. when Partner's Order-acceptance capacity is technically overloaded, as determined by Yango Statistics. Suspension shall continue until Partner's capacity normalizes per Yango assessment via Statistics Data.

8.5. Suspend the provision of Yango 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 is in arrears in payment for Yango services both under the Agreement and under other agreements executed between Yango and the Partner;

c. Yango 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 in the manner provided for by the Agreement;

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

f. in case of confirmation of the Partner’s performance of the actions set out in item (b) of Clause 8.6 hereof;

g. in case of a violation by the Partner of other obligations assumed in accordance with the Agreement;

h. in case of systematic failure to meet Order preparation SLA metrics published in Vendor Program.

Yango may temporarily suspend Yango services or unilaterally modify Partner's service terms, including but not limited to increasing total cost of Yango services fees per Clause 8.7. herein, limiting Partner's visibility or allocation priority in Service algorithms, or adjusting Partner Page placement in accordance with the procedure stipulated by the Offer and Vendor Program.

"Systematic failure" means three (3) or more instances in any rolling thirty (30) calendar day period where Partner's Order preparation time exceeds SLA threshold as measured by Statistics Data.

Yango shall notify Partner via Vendor Program or email 24 hours prior to suspension or adjustment taking effect. Partner shall have opportunity to demonstrate SLA compliance improvement within such notice period, failing which measures take immediate effect.

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 Service standards. Yango shall independently determine the methods, frequency and grounds for supervisory measures. The discrepancy of Materials shall be determined by Yango independently.

b. to verify the Partner’s proper and good-faith fulfillment of the obligations under the Agreement. Bad-faith fulfillment of obligations by the Partner shall include, among other things:

• unfair use of Yango promo codes;
• use of fake phone numbers and/or email addresses;
• for the purposes of Orders;
• imitation of Orders of new Users of the Service and/or other bad faith behavior of the Partner and/or the Partner’s employees.

If the above cases are identified, Yango shall have the right to suspend the provision of Yango 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 services, other terms and conditions 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, globally and with no additional charge, 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 Service, other platforms of entities from the Yango group, in an advertisement for Yango and a group of Yango entities. At the same time, Yango 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 and the companies of the Yango group, Yango 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 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 shall independently determine the material terms of such activities. The activities specified in this Clause are carried out by Yango at its own expense, in connection with which Yango ensures the Partner receives the amounts equal to the initial price of Goods excluding the discount. For the purposes of the Report provided in Clause 9.9 of the Offer, the amounts of the corresponding funds shall be considered included in the amount received by Yango when executing the Instructions to receive funds from Users for payments of Goods and/or for the Delivery service sold by the Partner.

The Partner shall:

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

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

8.12. 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).

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

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

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

8.16. Pay for Yango Services under the Agreement within the terms and in the manner specified in the Agreement.

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

8.18. 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 by e-mail no later than 30 business days before the corresponding change.

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

8.20. Not distribute, publish or otherwise provide inaccurate information about the Service and/or Yango (including, but not limited to, the information containing profanity, representing the Service and/or Yango in a negative light, otherwise contrary to ethical and moral norms, principles of good faith, integrity, other information designated (directly or indirectly) by Yango as inaccurate and not subject to distribution by the Partner). At the same time, the Yango solution shall be mandatory for the Partner.

8.21. Fill out the questionnaire on the Partner Page in the correct way, specifying the necessary Partner data. After receiving an e-mail from Yango 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. In case of discrepancies between the questionnaire data and the data contained in the e-mail, the data in the e-mail shall prevail. 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.

8.22. 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.

8.23. Issue invoice to Users for completed Orders.

8.24. If it is impossible to complete the Order in full or at the specified time, cancel the Order or agree with the User to change the composition or time of preparation 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. If it is impossible to contact the User to change the composition of the Order within the time limits specified in the Vendor Program, the Partner shall cancel the Order. In case of cancellation of the Order by the Partner, Yango has the right to charge the cost of Yango Services in full in accordance with Section 9 of the Offer.

8.25. When placing Materials related to:

Alcohol, tobacco, medical or other products, the Partner undertakes to comply with all Applicable Law requirements for the sale of relevant categories of Goods (including not placing Materials on the products prohibited or restricted for sale on the Internet). The Partner represents and warrants that it has and will have all the necessary licenses and/or permits and powers to sell and, if applicable, deliver alcoholic and/or tobacco products, and agrees to comply with all Applicable Laws in this regard, including, but not limited to time and age restrictions. Under no circumstances shall Yango be liable for any non-compliance with these requirements and restrictions. The Partner shall independently bear all the adverse effects associated with violation of the requirements for the sale of alcoholic products.

The Partner may:

8.26. Access the Statistical Data in accordance with the procedure established by the Offer.

8.27. Amend the Materials, provided that Yango receives the modified Materials in the ways stipulated in Section 4 of the Offer, at least 5 business days prior to the intended modification date.

8.28. In case of disagreement with the amendments in the Agreement and any other documents indicated in this Agreement, in the terms and conditions for determining and calculating the cost of Yango 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 no later than seven (7) calendar days from the date of entry into force of these amendments. Upon termination, the Partner shall pay Yango the cost of Yango services actually rendered by Yango, as well as perform other monetary obligations to Yango. The Agreement is considered terminated from the moment Yango receives the Partner’s notification.

8.29. 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 services will be:

a. indicated on the Partner Page and in the Personal Account, or

b. set out in the acceptance agreement.

The total cost of Yango services in the reporting period shall be determined in accordance with the Statistics Data of Yango.

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

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

9.3. The Partner may pay for Yango services as follows:

payment shall be made by bank transfer, by transferring funds by the Partner to the Yango account within five (5) business days after the end of the Reporting Period if the fee was not withheld by Yango under Clause 7.8 of the Offer.

9.4. The Parties have agreed that the total cost of Yango services for the Reporting Period will be indicated in invoice.

9.5. The Partner shall be deemed to have fulfilled its obligations to pay Yango services from the moment of funds crediting to the settlement account of the Yango bank or from the moment of retention of funds by Yango in accordance with Clause 7.8 of the Offer.

9.6. On the last day of the Reporting period, Yango will generate a tax invoice and Report on Execution of Instructions.

9.7. Yango, being an electronic platform operator, shall withhold TDS from cost of Goods (and Delivery services, where applicable) collected from Users and deposit it to the Inland revenue department (IRD) in accordance with the Applicable Law. Yango shall provide system generated TDS certificate evidencing the deposit of the TDS by request of the Partner.

In accordance with the Applicable Law Partner should deposit the respective TDS from cost of Yango services to the IRD. Partner shall provide Yango with a valid system generated TDS certificate evidencing the deposit of the TDS.

9.8. The Report shall contain 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; the total amount of funds returned by Yango to the Users in the Reporting Period; the amount transferred by Yango 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 sum withheld by Yango for the cost of Yango services in the Reporting Period: the amount subject to withholding by Yango in the amount of the forfeit, etc.)

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

9.10. After the expiration of the period specified above, no Partner’s claims under the Invoice, including those regarding the quantity (scope), cost and quality of Yango services shall be accepted.

9.11. If Yango provides reconciliation reports to the Partner, the Partner shall return signed reconciliation reports or reasoned objections to such reconciliation report to Yango no later than five (5) business days from the date of receiving of the reconciliation report. If Yango doesn’t receive signed reconciliation report or reasoned objections to the reconciliation report within the specified period, Yango 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.

9.12. Should the invoice or reconciliation reports under this Section 9 hereof reveal that the Partner has made any overpayment to Yango, including but not limited to excess amounts transferred via bank transfer beyond the cost of Yango services as determined by Yango Statistics Data, Yango shall, at its own discretion:

a. credit such overpayment amount against any future payment obligations of the Partner under Section 9 hereof, amounts due from Partner to Yango, including but not limited to User refunds under Section 7, or other sums owed by Partner to Yango under the Agreement; or

b. refund such overpayment amount, provided that such refund shall be effected within thirty (30) business days following the expiry of such objection periods under the invoice or reconciliation report.

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 e-mail address;

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

d. by signing an acceptance agreement that includes the Offer by reference.

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 and guarantee that:

a. The Partner (representative of the Partner) 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 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. The provisions of this Clause shall not apply to cases where Yango has carried out unambiguous actions indicating acceptance of the Offer made by the above persons. Yango has the right to independently determine technical ways to limit the acceptance of the Offer for such persons.

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

10.6. Yango 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. Yango may not disclose to the Partner the reasons why Yango 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.

11.2. Yango 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 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 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 services, other terms of the Agreement 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. Amendments to the Agreement shall become effective simultaneously with such amendments to the Offer.

12.4. Should Yango withdraw the Offer during the term of the Agreement, the Agreement shall be deemed terminated upon withdrawal unless otherwise is specified by Yango 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, in case of violation by the Partner of the terms and conditions of the Agreement from the date of sending the notification to the Partner;

c. By Yango 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 prior to the termination of the Agreement;

e. On 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 due to violations committed by the Partner.

14.2. It is expressly agreed that the relationship hereby established between Partner and Yango is that of a “purchaser and a supplier of services” Yango is an independent contractor and does not have authority to cause Partner to act in any way, or to represent Partner to cause Partner to be responsible in any way for the acts of the Yango. This Agreement does not establish a joint venture, agency or partnership between the Parties, and does it create an employer/employee relationship, nor does it create a joint venture.

The Parties furthermore, shall not be responsible for the acts or defaults committed by the other Party or its employees or representatives. Each Party hereby agrees to indemnify and to hold harmless the other Party from any and all claims of any nature whatsoever for acts or faults attributable to the other Party or its employees or representatives.

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

14.4. Except for the warranties expressly stated in the text of the Offer, Yango 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 Services with the specific purposes of the Partner.

14.5. 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 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) (a) has fully familiarized with the terms and conditions of the Offer, (b) has fully understood the subject of the Offer and the Agreement, (c) has fully understood the meaning and consequences of their actions in relation to the execution and performance of the Agreement.

c. The Partner (representative of the Partner) 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 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. The use of layouts provided by the Partner 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.

14.6. The Partner gives consent to Yango and Yango 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 and Yango affiliates.

15. Anti-Corruption Clause

15.1. The Parties adhere to the applicable anti-corruption laws.

15.2. The Parties hereby acknowledge and confirm that they have adopted a policy of zero tolerance to bribery and corruption, envisaging a total ban of any corrupt practices and on any facilitation payments.

15.3. The Parties, their affiliates, employees, as well as intermediaries and representatives directly or indirectly involved in the performance of obligations of the Parties (including agents, commission agents, customs brokers and other third parties) shall not accept, pay, offer to pay and allow (authorize) the payment/acceptance of any funds or transfer of any benefits (including intangible), directly or indirectly, to/from any persons for the purpose of influencing the actions or decisions with the intention to obtain any improper advantage, including bypassing the procedure established by the laws, or pursuing other illegal purposes.

15.4. This clause constitutes representations material for the Parties. The Parties rely on these representations when entering this Agreement.

15.5. Either Party may unilaterally withdraw from the Agreement in case the other Party violates the obligations stipulated by this clause, by written notice and without recourse to the courts. The Agreement shall be terminated upon 10 calendar days from the date of the receipt of such written notice by the Party.

15.6. If a Party suspects that any provisions of the present clause have been violated or might be violated, the Party concerned undertakes to immediately notify the other Party of its suspicions in writing. The Parties agree that they will use the following addresses to report any violation/risk of violation of the present clause:

For notification Yango: https://yango.hotline-report.com/.

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 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 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’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 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 a 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 in connection with claims and lawsuits based on the placement or use of such Materials and information by Yango. If the content, form and/or placement of Materials was the basis for the imposition or attempt to impose penalties against Yango by government agencies, the Partner shall:

a. immediately at the request of Yango 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 in resolving disputes related to Partner’s Materials or other information;

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

16.9. Yango may demand payment of customer recovery charges 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. Yango may withhold the corresponding amount of the fine from the amount of funds received by Yango 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 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 when establishing this fact shall prevail and be binding on the Partner.

16.10. In case of the Partner’s violation of the obligation provided for in Cl. 8.19 of the Offer, Yango may demand from the Partner, and the Partner shall pay Yango a penalty in the amount of NPR 21,000 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.

16.11. Should the Partner violate the obligation provided for in Cl. 18.7. of the Offer, Yango may demand from the Partner, and the Partner shall pay Yango a penalty in the amount of NPR 335,000 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.

17. Other services

17.1. For the purpose of provision of Yango services, Yango has the right to provide the Partner with a tablet(s) with the Vendor Program installed or for the installation and use of the Vendor Program. The provision of the tablet(s) is carried out on the basis of a transfer act in the form of Yango.

17.2. The Partner has the right to use its own equipment that meets the technical requirements for devices to work with the Vendor Program. The Yango's tablet(s) offer is an additional option and is not a prerequisite for the provision of Yango services or connection to the Service.

17.3. The conditions for providing the tablet(s), including the possibility and terms of charging a recurring fee for its use, are determined by Yango in its discretion. Such terms shall be set out in the transfer act.

17.4. In the event of failure to fulfil any applicable payment obligations, Yango shall be entitled to demand the return of the tablet(s) by means of a notification and to seize it by drawing up a return act. In this case, the Agreement shall not be terminated, and the Partner shall retain the right to use the Vendor Program with its own equipment.

17.5. Other conditions for receiving, using, paying for, and returning the tablet(s), including the Partner's responsibility for its safety, shall be agreed upon in the transfer act in the form of Yango. The tablet is provided for temporary possession and use only. Ownership of the tablet remains with Yango at all times.

17.6. The Partner shall use the tablet(s) provided by Yango solely for the purposes contemplated under this Agreement and in accordance with the Applicable law. The Partner shall be fully responsible for the proper and lawful use of the tablet(s) and shall be liable for any misuse, illegal, or unethical use thereof. Yango shall have no responsibility or liability in this regard.

18. Miscellaneous

18.1. The Agreement and its performance shall be governed by the Applicable Law. Any issues not covered, or covered incompletely, by the Offer are governed by the substantive law in force within the Territory. If disputes between the Partner and Yango 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.

18.2. The Parties have agreed that Yango 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.

18.3. 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.

18.4. If the Partner sends a notice to Yango on a change in the details (including bank details) of the Partner, such changes shall become mandatory and entail civil-law consequences for Yango only after Yango 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, the Partner may send the corresponding notification to Yango by mail with a return receipt or courier service with confirmation of delivery.

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

18.6. 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.

18.7. The Partner undertakes to keep confidential and consider confidential information about the commercial terms of the Agreement (including costs of the Yango), the technical features of the Service and its functionality, as well as other information transmitted by Yango to the Partner and designated by Yango 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.

18.8. 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.

18.9. The Parties have agreed that Yango 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 services.

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

18.11. 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 in any other way provided for by the Agreement.

19. Details of Yango

Title: Yango Urban Digital Services Pvt Ltd.

Registered office: Kamalpokhari, kathmandu - 1, Nepal

Registration Number: 389574/82/83

Date of publication: 17.04.2026