Uber Direct – Shopify Order Form

Order Form for Uber Direct Merchant

Term. This Order Form will commence on the Effective Date noted above and will continue until terminated by either party by providing 30 days prior written notice.

Billing. Uber will bill Merchant for the applicable Marketplace Fees in accordance with this Agreement. Merchant will maintain a valid credit card within the Uber Direct Dashboard, which Merchant hereby authorizes Uber to charge on a daily basis for all amounts owed by Merchant under this Agreement.

Delivery Area. The pickup and delivery locations for deliveries must be within the Territory and the distance between each pickup and delivery location shall not exceed 25 km unless otherwise agreed to by the parties in writing.

Returns. If the items are undeliverable because the delivery recipient or address cannot be located or the delivery otherwise cannot be completed according to Merchant’s delivery instructions, the items may be returned to Merchant at the original pickup location (each a “Return”). Merchant shall accept any and all Returns and understands that in the event of a Return, Merchant will be charged fees associated with the Delivery Person’s return trip, which will be considered Marketplace Fees (“Return Fees”). In addition, Merchant shall be responsible for handling, including all charges related to, any pick-ups and returns from a delivery location where an item was delivered, but later found to be at the incorrect location, except where such error was caused by Uber.

Cancellation Fee. A Merchant Cancellation Fee is applied when (i) a Merchant submits a request for Delivery Services; (ii) a Delivery Person is matched with the request and; (iii) Merchant cancels the request for Delivery Services following the acceptance. For the avoidance of doubt, in the event Merchant cancels the request after the item has been picked up from the Merchant by the Delivery Person, Merchant will be charged the full Marketplace Fee associated with the Delivery Services.

Refund Matrix. The parties agree that liability for loss, damage, non-delivery, or delay in the delivery of items requested by Merchant for delivery shall be handled in accordance with the procedures set forth in the applicable refund matrix available at https://help.uber.com/merchants-and-restaurants/article/direct-merchant-refund-matrices?nodeId=4e93a0c4-5769-4792-8621-f67ee121cea6, as updated from time (the “Refund Matrix”). The Refund Matrix represents the minimum required offer to Merchant. Except as specified in the Refund Matrix, Uber will have no liability to Merchant for any loss, damage, non-delivery, or delay in the delivery of items requested by Merchant for delivery. Any refund provided under the Refund Matrix shall not exceed $200 per delivery.

Restricted Items. Merchant may not request delivery through Uber Direct for any of the items listed on the following link, which may be updated by Uber, in its sole discretion, from time to time: https://help.uber.com/en/merchants-and-restaurants/article/what-items-are-prohibited-on-uber-eats?nodeId=67ce5ca4-82d7-490e-b890-4240587c40b ("Restricted Items"). Merchant acknowledges and agrees that it is responsible for verifying the then-current version of the list of Restricted Items.

Alcohol. If Merchant elects to request delivery of liquor products under this Agreement, Merchant will have and at all times maintain all license(s) and/or permit(s) to sell and deliver liquor products and will comply with all applicable laws in respect thereof, including without limitation, time restrictions and legal age. When placing an order for Delivery Services containing a liquor product, Merchant is obligated to: (i) inform Uber if a certain order contains liquor products, and (ii) include disclaimers of Merchant’s platform to provide customers with information about the restrictions for purchasing and delivering liquor products. If required under applicable law, Merchant will ensure that food or a meal is included with each delivery including liquor products, in a manner compliant with applicable laws. in any jurisdiction(s) where Uber or its affiliates do not hold a liquor delivery licence, Delivery Persons will deliver liquor items pursuant to and under the authority of Merchant’s liquor sales licence. Upon Uber’s request, Merchant will provide a copy of Merchant’s liquor sales licence.

Food and Beverage. To the extent required by applicable law, food and beverage items are sold or delivered to third parties under Merchant’s retail and food and/or beverage delivery license privileges. Merchant will ensure that it prepares, handles and stores all items that include food and beverage products in accordance with applicable laws, which shall include, without limitation, all laws, rules and regulations governing time or temperature controls required for food hygiene and safety.

Required Documentation. Merchant will ensure that it provides Uber with all required documentation that Uber may request, acting reasonably, including but not limited to business license, food premises inspection certificate, food handling certificate, health inspection results, tax identification number, information regarding sales tax status, liquor license, license to sell or handle regulated items, banking documentation, and all invoice details. Merchant is solely responsible for providing Uber with and maintaining accurate billing information within the Uber Direct Dashboard.

Disclaimer of Liability. Merchant further acknowledges that Uber and its Affiliates will have no liability to Company for any loss, damage, non-delivery, or delay in the delivery of items requested by Merchant for delivery, or any unexpected issues or changes made by Uber to Uber Direct in its discretion that could arise during Merchant’s use of Uber Direct. Uber and its Affiliates do not take title to any items that are requested for delivery through Uber Direct. Merchant agrees that no bailment is created by Merchant’s use of Uber Direct, and Uber and its Affiliates are not a bailee of goods.

Merchant maintains title to all product inventory until such product is delivered to the delivery recipient. To the extent required by applicable law, products are sold or delivered to third parties under Merchant’s retail and food delivery license privileges. Merchant is responsible for the costs of all substandard (or undelivered) products and will cover the costs related to reimbursement to its customers in the event any such customer(s) request a refund for substandard (or undelivered) product(s) (including, without limitation, any costs associated with retrieving any such unsatisfactory product(s), if applicable). Uber does not maintain insurance for loss, damage, or theft in respect of any of Merchant’s products. Merchant should contact an insurance agent or broker if insurance coverage is desired in connection with the delivery of its products using Uber Direct.

Removal of Access. Uber may suspend or permanently remove the access of any Merchant to delivery services, without prior notice, in the event Merchant breaches any term of this Agreement, including terms governing Restricted Items. In addition and without limiting the foregoing, Uber may suspend or permanently remove access on 5 days’ prior notice for any reason.

Merchant will comply with all applicable safety, health and quality regulations for sale of the products that Merchant requests be delivered through Uber Direct and in the event that Merchant fails to comply with such regulations, Uber is under no obligation to make such substandard products available via Uber Direct.