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Uber Eats Sustainable Packaging Project Terms

25 June / United Kingdom

UBER EATS SUSTAINABLE PACKAGING PROJECT TERMS (the “Project Terms”)
1.	Project Terms
We refer to the Uber Eats (UK) Services Agreement between you (“you” and “Merchant”) and Uber Eats UK Limited (“us” and “Uber”) (the “Agreement”) and the Uber Eats Sustainable Packaging Conversion Confirmation Form completed by you (the “Form”) (together the “Documents”). In these Project Terms expressions defined in the Agreement and used in these Project Terms have the meaning set out in the Agreement, unless specifically defined in these Project Terms.The purpose of these Project Terms is to confirm Merchants participation in the Uber Eats Sustainable Packaging Project (the “Project”) and outline our respective obligations and the applicable terms and conditions associated with your participation in the Project. In consideration of our respective obligations under these Project Terms, the Parties agree as follows:
(a)	Merchant will change the takeaway packaging materials for the Items specified in the Form to to the suitable alternative sustainable packaging as outlined in the Form;
(b)	Merchant will ensure that all applicable branches and franchisees switch to the alternative sustainable packaging without exception;
(c)	Merchant will seek written approval (email sufficient) from Uber on the alternative sustainable packaging being selected ahead of implementation;
(d)	Merchant will notify Uber via email in the event that it switches it’s packaging away from the alternative sustainable packaging, once implemented, and if the switch is within a year following the date of completing the Form and entering into these Project Terms,then Uber will be entitled to a cash refund of 80% of the Participation Fee, repayment of which will be in accordance with clause 1(k);
(e)	In addition to your indemnification obligations in the Agreement, Merchant will indemnify Uber for any Losses arising out of any third party claim arising from its participation in the Project (including any defects and breakages in packaging);
(f)	“Participation Fee” shall mean any undefined monetary sums to be deemed in pounds sterling (£) which shall be provided as a one-time cash amount to be used for any purpose by You, or a one-time cash amount to be used solely for any Merchant Marketing obligations or Merchant Offers via the Uber Eats app within six (6) months from the payment of the Participation Fee. The Participation fee will be inclusive of any applicable value added tax (“VAT”) amount;
(g)	All calculations of the Participation Fee is to be determined by Uber’s internal teams, the payment terms of the Participation Fee will be one (1) month upon receipt of the invoice setting out the purchase of the sustainable packaging, unless specified with Merchant otherwise;

(h)	The Participation Fee will be provided to the Merchant in the form of a one-time cash payment as determined by Uber and communicated to you directly by Uber;

(i)	Merchant must stay on the Uber Eats platform for at least 12 months from the date it receives the Participation Fee;
(j)	Uber will pay the Merchant the Participation Fee upon: 1) provision of proof of purchase (including purchase order and invoice) of the alternative sustainable packaging; or2) at a date as specified with the Merchant directly;
(k)	In the one (1) year following the date of entering into the Form and these Project Terms, Uber may place randomised orders up to four (4) times directly with the Merchant or where applicable, to any of Merchant’s applicable branches. If Merchant or its branches are found not to be complying with the commitment to use the alternative sustainable packaging, as set out in the Form and in these Terms, Uber may issue the Merchant with up to two (2) warnings to take corrective action. Any failure to comply following the two (2) warnings, Uber will be entitled to a cash refund of eighty percent (80%) of the Participation Fee; if the refund is not provided in full by the Merchant or its applicable branch, then the refund will be clawed back from any payments owed to Merchant by Uber including but not limited to any revenue earnings or other payment owed (the “Participation Fee Clawback”). Additionally, any sustainability related in-app visibility features will be removed until corrective action has been taken. Any such Participation Fee Clawback repayment will be payable within thirty (30) days of Uber providing you or the applicable branch with written notice of Merchants non-compliance.

2.	Intention to be bound
	The parties intend these Project Terms to be legally binding by completing, accepting and submitting the Form.
3.	Third party rights
	No one other than a party to the Documents as well as these Project Terms shall have any right to enforce any of its terms.
4.	Governing law
	These Project Terms and all disputes or claims (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
5.	Jurisdiction
	Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this letter or its subject matter or formation.