Updated and Effective October 20, 2023
General Terms of Use and Contracting
By using the Reeyo for Restaurant App, you agree to be bound by these User Terms of Use
(“General Terms of Use”).
Please read the following Terms of Use carefully before using the Reeyo for Restaurant App. If you do not agree with the Terms of Use, you cannot use the Reeyo for Restaurant App. These Terms of Use apply to any use of the Reeyo service and to the contract Agreements made hereunder. A more detailed description of the Reeyo for Restaurant App and information on system requirements is available at Reeyoapp.com.
If you have a Reeyo for Restaurant account
These general terms of use and legal information (hereinafter, the “General Terms”) apply to the website and mobile applications of Reeyo,(hereinafter, “Reeyo for Restaurant”), whose domain is https://reeyoapp.com, and to its related mobile application(s), as well as to all its related sites or sites linked from https://reeyoapp.com a product by Evolt Media,(Ets Eyong Enterprise- Evolt Media), as well as its affiliated companies and associates, as set forth in Annex I, The app and website belongs to Reeyo. By using the app and website, you accept and expressly agree to these terms of use. If you do not agree, please refrain from using it.
Reeyo hereby makes the Reeyo website and mobile application (hereinafter, jointly, the “Platform”) available to users (hereinafter, the “User” or “Users”).
- Definitions
“Delivery Partner” means an independent contractor who has agreed or signed a partner agreement with Reeyo and that is a natural or legal person, or their substitute, performing delivery services through ReeyoGo,(the delivery platform of the Reeyo app).
“Commission Percentage” means the commission fee percentage with respect to each Order, payable by you to Careem pursuant to the terms of the Enrollment Agreement;
“Restaurant Partner” means a restaurant, chef, retail shop or other service partner who has Agreed or signed a partner agreement with Reeyo, or their substitute, and who, as a trader, offers its products and delivery or other services for sale through the Reeyo for Restaurant app. Unless otherwise specified in the Reeyo app, all Partners are traders within the meaning of consumer protection laws of your country.
“Customer” means a third party user who places Orders through the Careem Platform;
“Device” means an internet enabled mobile or tablet device capable of accessing the Restaurant Application;
“Purchase Agreement” means an agreement for the purchase of Partner’s products and possible delivery or other services made on an Order. With respect to Orders placed through Reeyo for Work Feature, the Purchase Agreement forms a binding agreement between the Partner and the Customer Organization. With respect to Orders placed through any other payment method of the User, the Purchase Agreement forms a binding agreement between Partner and the User.
“User” or “you” means a natural person using the Reeyo mobile app. The User must be of the age of 18 or older.
“Reeyo App” means a digital application called Reeyo provided by Evolt Media for natural and legal persons to order products from Reeyo’s Partners.
“ReeyoGo” means a version of the Reeyo app made for use only by delivery partners to deliver order placed by users.
In accordance with the provisions of the applicable legislation, the following identification details of the site owner are provided below:
Company name: Ets Eyong Enterprise- Evolt Media
Registered address: Douala, Bonamoussadi.
Commercial Register registration details: RC/DLA/2019/M/6627
Tax Identification Number (NIU): P0594142462071
Email address: help@evoltmedia.com.
*Please note that while the Reeyo for Restaurant app is legally provided to you by Evolt Media the payment service is arranged through a third party payment service provider. This also means that Evolt Media (Ets Eyong Enterprise- Evolt Media) will assist you with possible refunds, complaints and other claims related to your transactions in the Reeyo app. For any disputes or complaints that could not be resolved by the Reeyo customer support, you may thus contact Ets Eyong Enterprise- Evolt Media directly at the contact details provided above in case of any dispute or claim related to Reeyo and the Partners.
Contractual Relationship
These Terms and Conditions constitute a legally binding agreement together with the Enrollment Agreement between you, whether personally or on behalf of an entity, acting as a provider of food and beverages (the “Restaurant” or “you”) and Reeyo product of a Legal Entity stated on the Enrollment Agreement or, where there is no Reeyo Legal Entity stated on the Enrollment Agreement, the Reeyo legal entity incorporated in the jurisdiction where the Restaurant is located and the Orders are to be delivered (“Reeyo”). For the purpose of the Agreement, references to “Affiliates” includes Reeyo’s administrators, successors-in-interest, permitted assigns and affiliates.
These Terms and Conditions and the Enrollment Agreement shall hereinafter be referred to as the “Agreement”.
This Agreement governs your use of the Reeyo for Restaurant application, website, call center and technology platform (collectively, the “Reeyo Service” or the “service”) which facilitates the listing, sale and delivery of Goods (as defined below) to Customers (as defined below) (“Platform Services”).
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS
AGREEMENT, YOU MAY NOT USE OR ACCESS THE REEYO SERVICE OR THE
REEYO FOR RESTAURANT APPLICATION.
Your access and use of the Reeyo Service and the Restaurant Application constitute your agreement to be bound by this Agreement, which establishes a contractual relationship between you and Reeyo. Reeyo may immediately terminate this Agreement with respect to you, or generally cease offering or deny access to the Reeyo Service and the Restaurant Application or any portion thereof, at any time for any reason without notice.
Reeyo may amend these Terms and Conditions unilaterally and at its sole discretion from time to time. Amendments will be effective upon Reeyo’s posting of updated Terms and Conditions at this location. Your continued access or use of the Reeyo Service and/or the Restaurant Application after such posting constitutes your consent to be bound by these Terms and Conditions, as amended.
Reeyo may provide to a claims processor, police investigation or an insurer any necessary information (including your contact information) if there is a complaint, dispute or conflict, which may include a death or injury, involving you, a Customer and/or a third-party Delivery Partner and such information or data is relevant to the complaint, dispute or conflict.
“Electronic Payment Mechanism” means the online and mobile based payment mechanisms including third party payment gateways, credit card/debit card/net banking transfer and/or e-wallets and/ or Careem credits that are available on the Platform for the purposes of facilitating the payment of the Order Value by the Customer;
“Enrollment Agreement” means the Restaurant Enrollment Agreement signed by you and Reeyo by which you agree to be bound by the terms of this Agreement;
“Good Industry Practice” means the practices, methods and procedures and that degree of skill, diligence, prudence, foresight and judgment which would be expected to be observed by a skilled and experienced supplier engaged in the same or similar activities under the same or similar circumstances;
“Goods” means any food and beverage items being sold by you to Customers through the Reeyo Platform as listed from time to time in a relevant Menu;
“Group” means in relation to any person, that person and any company which is from time to time a subsidiary or holding company of that person or a subsidiary of any such holding company;
“Information” means the information set out in, and to be provided in connection with, the Enrollment Agreement including any information which is supplied by you to Reeyo under or with respect to this Agreement such as the Menu, the price lists underlying the Menu, opening hours of the Restaurant, delivery areas serviced by the Restaurant and related delivery terms, and any other specific information the Restaurant is requested by Reeyo to provide;
“Intellectual Property Rights” means patents, inventions (whether patentable or not), copyrights, moral rights, design rights, trade-marks, trade names, business names, service marks, brands, logos, service names, trade secrets, know-how, domain names, database rights and any other intellectual property or proprietary rights (whether registered or unregistered, and whether in electronic form or otherwise) including rights in computer software, and all registrations and applications to register any of the aforesaid items, rights in the nature of the aforesaid items in any country or jurisdiction, any rights in the nature of unfair competition rights, and rights to sue for passing off;
“Menu” means any e-document or virtual page which sets out the Goods offered for sale by you to Customers together with related pricing and which is made available on the Reeyo Platform;
“Net Order Value” means the Order Value, less the applicable Commission Percentage, any applicable payment gateway fees and any other taxes or charges due under this Agreement or the Enrollment Agreement;
“Order” means an order made by a Customer on the Reeyo Platform for the purchase of Goods;
“Order Value” means the total amount, which is payable by a Customer for the purchase of Goods with respect to each relevant Order;
“Parties” means Reeyo and you;
“Independent chef” means any naturally legal person who independently offer food and or beverage items on the Reeyo platform for sale
“Restaurant Application” means the Reeyo application (web-based or otherwise) which provides you with the ability to receive details and updates relating to Orders;
“Self Delivery” has the meaning set out in the Enrollment Agreement;
“Delivery Partner” any naturally legal person approved by the Reeyo platform to provide food delivery service as an independent contractor
“Service Operator” means a service operator working for Reeyo who is managing Orders received from Customers through the Reeyo Platform;
“Services” means the receipt of Orders from, and delivery of related Goods to, Customers and related services; and
“Technical Standards” means all internationally recognizable technical standards applicable to the provision of the Services hereunder.
- Reeyo Obligations
3.1. Reeyo will display Information and your Menu on the Reeyo Platform at its discretion;
3.2. Reeyo will forward Orders placed by Customers to you via a Reeyo-provided URL link and/or via the Restaurant Application on a real-time basis;
3.3. Reeyo will not be responsible or liable for the (a) quality, quantity, descriptive accuracy and/or taste of the Goods advertised on the Platform; and/or (b) processing of the Orders which have been placed by the Customers with the Restaurant or independent chef on the Reeyo Platform; and/or (c) any failure on the part of the Restaurant or independent chef to comply with the special requests/instructions of a Customer where such requests and/or instructions have been communicated by the Customer at the time of placing an Order; and/or (d) the delivery of the Goods to the Customer including, but not limited to, the acts or omissions of any Captain. The Restaurant or independent chef agrees to take full liability and responsibility in respect of the foregoing;
3.4. Except in cases where the customer opts for pick up from the restaurant or independent chef in respect of an Order, Reeyo will match the Restaurant or independent chef with a delivery partner Captain through the Platform who will deliver Orders to Customers;
3.5. If an Order being delivered by a Delivery partner cannot be delivered to a Customer for reasons outside the control of the Restaurant or independent chef, for example, if the Customer is not present to receive the Order, the Net Order Value shall be credited to the Restaurant or independent chef.
In the event that an Order cannot be completed as a result of a failure of the Restaurant or independent chef to comply with clause 4.2 below, the Restaurant acknowledges and agrees that it will not be paid for such Order and that Reeyo will have a right to charge the Restaurant or independent chef for the Net Order Value; and/or AED 1,200frs (the “Clawback Fee”). The Clawback Fee seeks to cover the Delivery Partner’s fee, Payment Gateway Fee, and Reeyo’s Service fee of the Order, excluding any applicable VAT. The Clawback Fee may be changed at any time and without notice, at Reeyo’s discretion.
Reeyo reserves the right to offset the value of any other Payment made from or against any monies that are owed by Reeyo to the Restaurant or independent chef; and/or any compensation paid to the Customer by Reeyo as a result of the failed Order.
3.6. Reeyo will handle any Customer and Restaurant complaints related to the Reeyo service, the Reeyo for Restaurant Application and/or the Device (in the event Reeyo has provided the Restaurant with that Device);
3.7. Reeyo will deactivate the Restaurant or independent chef’s account on the Reeyo Service if the Restaurant is found non-compliant with any Applicable Law and may terminate this Agreement;
3.8. Reeyo will be responsible for the costs of any promotions offered by Reeyo with respect to Platform Services.
- Partner Restaurants Obligations
4.1. Restaurant or independent chef shall treat Orders received from Customer ordering via the Reey for Restaurant App with the same level of care, prep times, and attention, including providing the correct food items as per the Customer Order and providing the right packaging to avoid spillage or destruction of food items, as it treats Customer orders received via its own sales channels or via any third party;
4.2. Restaurant or independent chef will ensure all Information provided to Reeyo is up to date and accurate at all times; and Orders are ready for dispatch within 25 minutes (unless stated otherwise in the Enrollment Agreement) of the Delivery Partner notifying the Restaurant of his arrival through the Partner Restaurant Application;
4.3. Restaurant will use the Partner Restaurant Application to make timely changes or updates to their Information, including but not limited to Menu items, Menu prices, operating hours, and any other Information. If these changes cannot be made via the Partner Restaurant Application, Restaurant or independent chef will notify Reeyo by email of any changes and will provide 48 working hours’ notice for Reeyo to reflect such changes on the Reeyo Service. If Restaurant fails to do so, Restaurant shall pay to Reeyo the Commission Percentage on any Orders that could not be processed due to outdated Restaurant Information.
4.4. Except for Orders subject to Self Delivery or Pickup, the Restaurant will not require a minimum value with respect to any Order;
4.5. Restaurant or independent chef will accept or reject all Orders placed by Customers within 3 minutes of the Order appearing on the Partner Restaurant Application and, in the event that the Restaurant fails to do the same, it will be liable to pay to Reeyo the Commission Percentage on any Orders not accepted by the Restaurant;
4.6. If Customer contacts Restaurant or the independent chef to request any change or modification to an Order, Restaurant will direct Customer to contact Reeyo directly.
4.7. The Restaurant or the independent chef warrants that the Goods provided to Customers are: (a) of high quality and fit for human consumption; and (b) comply with all Applicable Laws, including all applicable food industry regulations including all packaging and labeling requirements required for Goods of that type;
4.8. The Restaurant or the independent will contact the Reeyo customer care if an Order cannot be processed as requested or to clarify the details of an Order, if required, post confirmation of the Order;
4.9. Restaurant or independent chef will ensure that the preparation time of an Order will not exceed 25 minutes from the acceptance time of the relevant Order;
4.10. Restaurant or independent chef will be responsible for any and all issues and costs associated with delayed delivery resulting from its failure to comply with such 25-minute preparation time period including costs associated with compensating the Customer, which shall be at Reeyo’s sole discretion;
4.11. Restaurant or independent chefs will not engage in any fraudulent activity or misuse any benefits extended by Reeyo to it or to Customers;
4.12. Restaurant or independent chefs will be responsible for the costs of any discounted promotion offered by the Restaurant with respect to Goods, as agreed from time to time via email;
4.13. Restaurant or independent chefs will not at any time offer, by way of any medium, a price for any food and beverage item which is lower than the then-current price of the applicable item set out in the Menu and available through the Reeyo Platform;
4.14. If Restaurant or independent chef: (i) does not comply with the preparation instructions or time; and/or (ii) supplies an Order of poor quality (which includes inappropriate or poor packaging); and/or (iii) includes inaccurate or incorrect Goods in an Order to a Customer (“Problem Order”), Restaurant acknowledges and accepts Reeyo may compensate Customer for the Problem Order. Any compensation shall be payable by Restaurant or the independent chef. the Restaurant/independent chef also acknowledges and agrees that the Restaurant/Independent chef will not be entitled to receive the Net Order Value and/or any Payments (defined below) for such Problem Order and that if the Restaurant has already received the Net Order Value from Reeyo in respect of such Problem Order (subject to any appropriate reductions hereunder), Reeyo will have a right to deduct or offset such amount from or against any monies that are owed by Reeyo to the Restaurant/independent chef from time to time under this Agreement;
4.15. You shall disclose all relevant details pertaining to Problem Order(s) to Reeyo upon becoming aware of the same;
4.16. Restaurant/Independent chef will ensure that prices for Goods displayed on a Menu are at all times inclusive of applicable taxes and charges, including VAT; and
4.17. Restaurant/Independent chef shall perform its obligations and provide the Services hereunder in accordance with: (a) Good Industry Practice; (b) Technical Standards; (c) All applicable professional rules, code of conduct, regulations and associated guidelines; (d) Any timescales set out herein; and (e) Applicable Law.
4.18. Restaurant/Independent chef will ensure that no Order contains any Goods past their expiry and/or consumption date. In case any Customer informs Reeyo that the Customer has received any expired Good(s), Restaurant acknowledges and agrees that it will not be paid for such Order, and that if the Restaurant/independent chef has already received any Payment (as defined below) from Reeyo in respect of such Order (subject to any appropriate reductions hereunder), Reeyo will have a right to deduct or offset such amount from or against any monies that are owed by Reeyo to the Restaurant/Independent chef from time to time under this Agreement
4.19. Restaurant/Independent chef warrants, represents and undertakes that prior to dispatch of any Goods, any such Goods have at all times been handled, stored and maintained in hygienic and sanitary conditions and in accordance with Applicable Law, Good Industry Practice and any instructions or requirements of the manufacturer and/or producer of the Goods;
4.20. THE RESTAURANT/INDEPENDENT CHEF WARRANTS, REPRESENTS AND UNDERTAKES THAT IT HAS, AND WILL MAINTAIN, ALL NECESSARY LICENSES AND PERMITS REQUIRED FOR MARKETING (IN ALL CHANNELS), SALE AND DELIVERY OF THE GOODS IN ALL TERRITORIES WHERE THE SERVICES ARE PERFORMED. IF ANY SUCH LICENSE OR PERMIT IS REVOKED, EXPIRES OR IS TERMINATED FOR ANY REASON WHATSOEVER THEN THE RESTAURANT SHALL PROMPTLY NOTIFY REEYO IN WRITING;
In addition to the foregoing, the following terms and conditions will apply to Restaurants/Independent chefs who opt for Self Delivery in respect of an Order:
4.21. Restaurant/Independent chef shall be solely liable for delivery of the Goods to a Customer and within the Permitted Delivery Time as defined in the Enrollment Agreement.
4.22. Restaurant/Independent chefs will provide an invoice to a Customer for each Order and will use the Reeyo invoice format available on the Restaurant Application (or such other format mutually agreed to by the Parties) and also ensure that information pertaining to all charges (including VAT if applicable) are clearly visible to a Customer on an applicable invoice.
4.23. Restaurant/Independent chef will notify Reeyo that it intends to use Self Delivery for a particular Order by selecting the Self Delivery option on the restaurant dashboard available on the Partner Restaurant Application.
4.24. You agree that Reeyo will use every content uploaded on the Reeyo platform by Restaurant/Independent chefs for promotional activities or other marketing purposes
5 The Reeyo Platform
Reeyo is a technology platform whose main activity is the development and management of a technology that connects Users, Partners and Delivery Partners. Reeyo’s technology permits the Users to place orders for food and/or other goods from various Partners and Users may also order delivery services by means of a mobile application (hereinafter, the “APP”). Reeyo is not a restaurant, delivery company, or food preparation business.
THE RESTAURANT/INDEPENDENT CHEF ACKNOWLEDGES THAT NEITHER REEYO NOR ITS AFFILIATES PROVIDE DELIVERY OR TRANSPORTATION OR FOOD SERVICES OR FUNCTION AS A TRANSPORTATION SERVICE PROVIDER OR OWN ANY VEHICLES FOR DELIVERY AND THAT ALL DELIVERY SERVICES ARE PROVIDED BY INDEPENDENT THIRD-PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY REEYO OR ANY OF ITS AFFILIATES.
5.1 License
Subject to your compliance with this Agreement, Reeyo grants you a limited, non-exclusive, non-sub-licensable, revocable, non-transferrable license to: (a) access and use the Reeyo Platform and the Partner Restaurant Application solely with respect to the Services; and (b) access and use any content, information and related materials that may be made available to the Restaurant through the Reeyo Platform, in each case solely to provide Services to Customers. Any rights not expressly granted herein are reserved by Reeyo and Reeyo’s licensors.
5.2 Restrictions
You may not: (a) remove any copyright, trademark or other proprietary notices from any portion of the Reeyo Platform or the Partner Restaurant Application; (b) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Reeyo Platform or the Restaurant Application except as expressly permitted by Reeyo; (c) decompile, reverse engineer or disassemble the Reeyo Platform or the Partner Restaurant Application except as may be permitted by Applicable Law; (d) link to, mirror or frame any portion of the Reeyo Platform or of the Restaurant Application; (e) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Reeyo Platform or of the Restaurant Application or unduly burdening or hindering the operation and/or functionality of any aspect of the Reeyo Platform or the Partner Restaurant Application; or (f) attempt to gain unauthorized access to or impair any aspect of the Reeyo Platform or the Partner Restaurant Application or their related systems or networks.
5.3 Ownership
The Reeyo Platform and the Partner Restaurant Application and all rights therein are and shall remain Reeyo’s property or the property of Reeyo’s licensors. Neither this Agreement nor your use of the Reeyo Platform or of the Partner Restaurant Application convey or grant to you any rights: (a) in or related to the Reeyo Platform or the Restaurant Application, as applicable, except for the limited license granted above; or (b) to use or reference in any manner Reeyo’s company names, logos, product and service names, trademarks or services marks or those of Reeyo’s licensors; or (c) except for the limited license granted above, to any Intellectual Property Rights that are owned by or licensed to Reeyo prior to the commencement date of this Agreement, which shall be owned by and remain the property of and vested in Reeyo and Reeyo’s licensors.
The Partner Restaurant/Independent chef hereby assigns with full title guarantee, free of all encumbrances and in the case of copyright, by way of a present assignment of future copyright, all of the Intellectual Property Rights that arise, or are created or developed by Reeyo or are adapted from Reeyo’s Intellectual Property Rights in connection with this Agreement upon creation, together with the right to sue for past infringement of the Intellectual Property Rights.
The Partner Restaurant/Independent chef hereby grants to Reeyo a worldwide, perpetual, non-exclusive, assignable, royalty-free license (with full right to sublicense) for the term of the Agreement to use, reproduce, publicly display, exploit, modify, alter or integrate its Intellectual Property Rights as are provided by the Partner Restaurant/Independent chef to Reeyo (whether directly or indirectly) or are uploaded by the Partner Restaurant/Independent chef onto the Reeyo Platform or Partner Restaurant Application, from time to time, for the purpose of providing the Platform Services and any marketing campaigns it runs in relation to the Services. The Partner Restaurant/Independent chef warrants, represents and undertakes that none of the content, information or related materials that it provides to Reeyo under this Agreement, or that are uploaded by Partner Restaurant/Independent chef onto the Reeyo Platform or Partner Restaurant Application(Reeyo for Restaurant), will violate or infringe any third party Intellectual Property Rights or any other third party rights.
5.4 Third Party Services and Content
The Reeyo Platform and the Partner Restaurant Application(Reeyo for Restaurant) may be made available or accessed in connection with third party services and content (including advertising) that Reeyo does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Reeyo does not endorse such third-party services and content and in no event shall Reeyo be responsible or liable for any products or services of such third party providers. Additionally, Apple Inc., Google, Inc., and/or their applicable international subsidiaries and affiliates will be third-party beneficiaries to this contract if you access the Reeyo Platform using applications developed for Apple iOS or Android-powered mobile devices, respectively. These third-party beneficiaries are not parties to this Agreement and are not responsible for the provision or support of the Reeyo Platform in any manner. Your access to the Reeyo Platform using these services or applications is subject to terms set forth in the applicable third-party beneficiary’s terms of service.
5.5 Exclusivity
Pursuant to the terms of the Enrollment Agreement, you may opt to work exclusively with Reeyo as your sole online ordering, take-away and/or delivery service provider (a “Reeyo Exclusive Partner”).
Use of the Reeyo Platform
6.1. The Partner Restaurant/Independent chef’s use of the Reeyo Platform and the Restaurant Application(Reeyo for Restaurant) shall be subject to the terms and conditions set forth in this Agreement and the Enrollment Agreement and the privacy policy published from time to time on Reeyo’s website.
- Charges, Payments and Commission
7.1. The Partner Restaurant/Independent chef acknowledges and agrees that while Reeyo will use its reasonable efforts to ensure that the Reeyo Platform is not misused by Customers for the placement of wrong Orders, it is the ultimate responsibility of the Restaurant to determine whether an Order is wrong or not. In the event of a wrong Order, the Restaurant undertakes to report such a wrong Order to Reeyo through the app or call Reeyo for Reeyo’s action and investigation.
7.2. Reeyo may perform a variety of marketing activities to promote the Partner Restaurant/Independent chef and the Restaurant’s menu; provided, however, that all such marketing activities will be
determined in Reeyo’s sole and absolute discretion and the Reeyo Platform may be modified or updated, without notice and from time to time, to reflect any such changes.
7.3. The Partner Restaurant/Independent chef acknowledges and agrees that the Reeyo Platform will provide the following payment mechanisms to Customers for the payment of the Order Value: (a) Electronic Payment Mechanism; and (b) Redemption of coupon and/or discount promotion (if any) approved by Reeyo.
7.4. The Restaurant/Independent chef shall pay to Reeyo the Commission Percentage for all Orders.
7.5. Reeyo will settle Net Order Value owed to Restaurant/Independent chef in accordance with the payment terms specified on the Enrollment Agreement (“Payments”). Restaurant/Independent chef agrees that Reeyo shall be entitled to set-off any amounts Restaurant/Independent chef owes to Reeyo hereunder (including the Commission Percentage) from the Payments. Restaurant/Independent chef will be responsible for any taxes or charges payable on the Goods including collecting, paying and reporting such taxes to the appropriate authorities and providing Customers with compliant Tax Invoices where required under local laws for the Goods.
7.6. In the event that an Order is not delivered to a Customer as a direct result of the negligence or willful misconduct of a Delivery Partner, Reeyo shall waive the Commission Percentage owed to it in relation to such Order and Reeyo shall put forth its best commercial efforts to procure that such Delivery Partner re-pay Customer or Restaurant the Order Value if such amount was paid by Customer in advance.
7.7. The Parties acknowledge and agree that Order ratings are entirely under the control of Customers and the Restaurant/Independent chef’s accumulated average rating displayed on the Reeyo’s Platform is calculated using the ratings which are given by the Customer in respect of each Order which is placed by such Customer with the Partner Restaurant/Independent chef on the Reeyo Platform.
7.8. The Restaurant/Independent chef acknowledges and agrees that Reeyo reserves the right to review and modify the foregoing delivery rating system and the Commission Percentage periodically upon sending an email notice to the Restaurant and that Reeyo’s decision in this regard shall be final and binding on the Restaurant/Independent chef.
Restricted Activities
8.1. The Partner Restaurant/Independent chef must meet all of the following requirements when it receives an online payment Order:
8.1.1. Ensure that it does not receive any additional payment from a Customer (including but not limited to payment by cash) when payment has been made online by a Customer; and
8.1.2. Follow all special instructions contained on the Order receipt or as communicated by Service Operator.
8.2. The Partner Restaurant/Independent chef agrees that it will treat all information concerning this Agreement and the Enrollment Agreement (including their respective terms), Reeyo and its Group, the Reeyo Platform and all information concerning Customers which has been provided to it pursuant to the terms of this Agreement as confidential information (“Confidential Information”) and will not, except as provided in this Agreement, disclose, use or permit the disclosure or use of such information to any third party. The Partner Restaurant/Independent chef further agrees that a breach of this provision would cause Reeyo to suffer irreparable harm and damage that could not be adequately remedied by payment of monetary damages and therefore, in addition to monetary damages and other legal remedies, the Restaurant agrees that Reeyo will be entitled to obtain equitable and injunctive relief as may be necessary to restrain any threatened, continuing or further breach by the Restaurant/Independent chef. The restrictions referred to in this Clause will not apply to any Confidential Information to the extent that such information: (a) is already known to the Restaurant/independent chef, (b) is in or comes into the public domain otherwise than as a result of any breach of this Agreement or (c) is required to be disclosed by law.
8.3. Partner Restaurant/Independent chef shall Process any Personal Information received from Reeyo or any Customer in accordance with Applicable Law and only for the purposes of discharging its obligations under this Agreement. For the purposes of this Clause, the following definitions shall apply: (a) “Personal Information” means any information relating to an identified or identifiable person who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity, and (b) “Process” means to collect, hold, use, transfer, destroy and otherwise deal in any with Personal Information.
Disclaimers; Limitation of Liability; Indemnity
9.1. DISCLAIMER
THE REEYO PLATFORM AND THE PARTNER RESTAURANT APPLICATION IS PROVIDED “AS IS” AND “AS AVAILABLE.” REEYO AND ITS AFFILIATES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, REEYO AND ITS AFFILIATES MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE REEYO PLATFORM OR OF THE RESTAURANT APPLICATION OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE CAREEM PLATFORM OR THE RESTAURANT APPLICATION, OR THAT THE CAREEM PLATFORM OR RESTAURANT APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER REEYO NOR ITS AFFILIATES GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF CUSTOMERS. THE RESTAURANT AGREES THAT THE ENTIRE RISK ARISING OUT OF THE RESTAURANT’S USE OF THE REEYO PLATFORM AND RESTAURANT APPLICATION, AND ANY SERVICE OR GOOD REQUESTED OR PROVIDED IN CONNECTION THEREWITH, REMAINS SOLELY WITH THE RESTAURANT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
9.2. LIMITATION OF LIABILITY
THE PARTNER RESTAURANT/INDEPENDENT CHEF UNDERSTANDS AND ACCEPTS THAT REEYO DOES NOT PROVIDE TRANSPORTATION, FOOD DELIVERY OR LOGISTICS SERVICES OR FUNCTION AS A TRANSPORTATION OR GOODS CARRIER AND THAT ALL SUCH TRANSPORTATION, FOOD DELIVERY OR LOGISTICS SERVICES ARE PROVIDED BY INDEPENDENT THIRD-PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY REEYO OR ANY OF ITS AFFILIATES. REEYO’S LIABILITY FOR ANY LOSS SUFFERED BY THE RESTAURANT ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED EIGHTY THOUSAND FRANCS (FCFA 80,000) THE RESTAURANT AGREES THAT CAREEM HAS NO RESPONSIBILITY OR LIABILITY TO THE RESTAURANT RELATED TO ANY DELIVERY SERVICES PROVIDED BY THE RESTAURANT TO CUSTOMERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THAT REEYO HAS NO RESPONSIBILITY OR LIABILITY TO THE RESTAURANT FOR THE ACTS OR OMISSIONS OF ANY CAPTAIN.
9.3. Indemnity
The Partner Restaurant/Independent chef agrees to indemnify and hold Reeyo, its Affiliates and their officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (a) the Restaurant/independent chef’s use of the Reeyo Platform and Partner Restaurant Application and the sale of Goods and delivery services obtained through the Restaurant’s use of the Reeyo Platform and the Partner Restaurant Application; (b) the Restaurant’s breach or violation of this Agreement or (c) the Restaurant/independent chef’s violation of the rights of any third party, including Delivery Partners.
9.4. Indirect Damages
Reeyo will not be liable to the Partner Restaurant/Independent chef for any indirect or consequential losses (including loss of profit, opportunity and goodwill).
Exclusions from Limitation of Liability
Notwithstanding the foregoing, nothing in this Agreement shall exclude or limit either party’s liability to the other in relation to:
death or personal injury caused by negligence or wilful or reckless misconduct of that party;
any fraud or fraudulent misrepresentation of that party; and/or
any liability which cannot be lawfully excluded by that party.
Choice of Law and Dispute Resolution
10.1 Choice of Law
This Agreement is governed by and construed in accordance with the laws of the jurisdiction in which Reeyo is incorporated, without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region.
10.2 Arbitration
You agree that any dispute, claim or controversy arising out of or relating to this Agreement or the Enrollment Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Reeyo Platform or the partner Restaurant Application or the Services (collectively, “Disputes”) will be settled by binding arbitration between you and Reeyo, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Reeyo are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and Reeyo otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Arbitration” section and the “Arbitration Process and Rules” section will be deemed void. Except as provided in the preceding sentence, this “Arbitration” section and the “Arbitration Process and Rules” section will survive any termination of this Agreement. This “Arbitration” section and the “Arbitration Process and Rules” section applies to all Disputes between you and Reeyo and/or any of its Affiliates.
10.3 Arbitration Process and Rules.
Any Dispute shall be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules (“ICC Mediation Rules”). If such Dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such ICC Mediation Rules, such Dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Arbitration Rules”). The ICC Rules’ Emergency Arbitrator provisions are excluded. The Dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The place of both mediation and arbitration shall be in the city in which the applicable Affiliate with which you have a Dispute has its registered office. The language of the mediation and/or arbitration shall be English, unless you do not speak English, in which case the mediation and/or arbitration shall be conducted in both English and your native language. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the International Chamber of Commerce, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.
Other Provisions
11.1 Upon Expiry or Termination
In the event that this Agreement expires or is terminated for any reason, Partner Restaurant/Independent chef will no longer be entitled to access and/or use the Reeyo Platform and the Partner Restaurant Application and Restaurant/Independent chef shall return all Confidential Information it has received from Reeyo hereunder.
11.2 Claims of Copyright Infringement
Claims of copyright infringement should be sent to Reeyo at help@reeyo.com
11.3 Notice.
Reeyo may give notice by means of a general notice on the Reeyo Platform, Whatsapp, electronic mail to your email address in the Restaurant Account, or by written communication sent to your address as set forth in the Enrollment Agreement. The Restaurant may give notice to Reeyo by written communication to Reeyo’s email address at partner@reeyo.com for any matter and will give 7 calendar days’ written notice with respect to terminating its use of the Reeyo Platform and the Partner Restaurant Application.
General
The Restaurant may not assign or transfer its rights under this Agreement in whole or in part without Reeyo’s prior written approval. Reeyo may assign and/or transfer its rights and obligations under this Agreement in whole or in part, including to: (a) a subsidiary or affiliate; (b) an acquirer of Reeyo’s equity, business or assets; or (c) a successor by merger.
No joint venture, partnership, employment or agency relationship exists between the Partner Restaurant/Independent chef, Reeyo, its Affiliates or any Customer as a result of the contract between the Restaurant/Independent chef and Reeyo or use of the Reeyo Platform or the Partner Restaurant Application(Reeyofor Restaurant). Reeyo and the Restaurant/independent chef are and shall remain independent parties. Neither party shall have, or represent itself to have, any authority to bind the other party or act on its behalf.
If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the other provisions in this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of this Agreement. The Enrollment Agreement shall constitute an integral part of this Agreement.
These Terms and Conditions, together with the Enrollment Agreement, constitute the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter.