Uber Direct – Merchant Agreement

General Terms (UK)

KEY PRINCIPLES

• This Agreement governs your use of the Uber Services.
• Your Customers (or if you are a Reseller Aggregator, your Clients) place Orders with you (or a Merchant Associate) via your Merchant Platform. Uber does not have any involvement in the process by which a Customer places an Order with you or a Merchant Associate, or pays for that Order.
• Your access to the Courier Services is based on the Access Method you choose. Available Access Methods include:
  • the Dashboard (where Uber will provide you with access to the Dashboard from which you can request Courier Services);
  • the Uber Direct API (where Uber will provide you with the Uber Direct API through which you can request Courier Services); and
  • the Aggregator Platform (where you will access the Dashboard via an Aggregator Platform to request Courier Services).
• Additional Access Methods might be added from time to time. The Service Terms set out more details about these Access Methods and other services you may choose.
• Once a Customer or Client has placed an Order, you can use the available Access Methods to request Courier Services.
• Uber will provide Courier Services to you which include but are not limited to the provision of Delivery Services that will be fulfilled by a Courier who is subcontracted by Uber.
• In consideration of the Courier Services provided for each Order, you will pay a Fee to Uber. More information about the Fees can be found in your Order Form (if any), these General Terms, and any applicable Addendums.
• Information will be exchanged between the parties in order to provide the Courier Services. This information may only be used in accordance with this Agreement.
• You are responsible for complying with this Agreement, which requires you to (among other things) ensure the quality of your Items (including their packaging for transport) and comply with the Uber Policies. You are also responsible for your Merchant Associates who access or use any of the services under this Agreement or otherwise help you to facilitate deliveries to your Customers.
• Uber may change this Agreement from time to time, but will tell you before any change is made that detrimentally affects your rights. You can end this Agreement as a result of a change that is detrimental to you.
• Please read the Agreement carefully. It includes information as to your responsibilities, how you and Uber may change or end the Agreement, what to do if there is a problem and important information about insurance and liability.

These General Terms apply to the agreement entered into between the person identified within the Uber Direct sign-up process (Merchant or you) and Uber Eats UK Limited (Uber) (together, the parties) for the use of the Uber Services, unless otherwise agreed between the parties in writing. These General Terms apply in addition to any Service Terms that apply to the services you choose.

PART 1 – STRUCTURE OF THE AGREEMENT

This part describes how an Agreement is formed between you and Uber and the documents that make up the Agreement. It also sets out the steps you need to take before you are able to use the Uber Services, and how long the Agreement lasts.

1. STRUCTURE OF THE AGREEMENT

1.1 How the Agreement Works

(a) If:

(i) you click a box indicating your acceptance of these terms; or

(ii) the parties execute an Order Form or Addendum referencing these terms,

you enter into an agreement with Uber (the Agreement), and agree to be bound by that Agreement.

(b) The Agreement will consist of the following documents:

(i) Addendums (if any);

(ii) Order Form (if any);

(iii) these General Terms;

(iv) Service Terms; and

(i) Uber Policies.

(c) Each Addendum that references this Agreement, once executed by all parties, will be incorporated into this Agreement by reference.

(d) The document that is higher in section ‎1.1(b) will apply if there is any conflict between those documents.

1.2 Application of the Service Terms

(a) Unless otherwise agreed in writing, the Service Terms will apply to the specific services (including Access Methods) you choose. The Service Terms for a particular service will not apply to you unless you make use of the service.

(b) Section ‎‎27.2 below will apply to any modifications to the Service Terms made by Uber from time to time.

1.3 Conditions Precedent

(a) When you initiate the sign-up process for Uber Direct, Uber will use the information provided to assess whether you meet the following conditions (Conditions Precedent):

(i) you have provided valid business details in the sign-up process;

(ii) your business must not deal solely or predominantly in the supply of Items listed in the Delivery Restrictions, unless otherwise agreed by the parties in writing; and

(iii) there must not be an existing Uber Direct account associated with your organisation or entity in the Territory.

(b) If you do not meet the Conditions Precedent, Uber may prevent you from completing the sign-up process or, if the sign-up process has been completed and your Uber Direct account is active, immediately restrict or deactivate your access to any Uber Services and the Uber Tools, and this Agreement will automatically terminate 30 days after the Effective Date.

2. TERM OF THE AGREEMENT

(a) Your Agreement will start on the Effective Date and will continue for 1 year from the Effective Date (the Initial Term) and will automatically renew for successive one year periods (each, a Renewal Term).

(b) The Agreement may end earlier, if it is terminated by you or Uber in accordance with the Agreement.

PART 2 – ROLES AND RESPONSIBILITIES, FEES AND PAYMENT

This part describes each party's role and responsibilities under this Agreement. This includes your obligations in relation to the quality of Items and their packaging for delivery, as well as your responsibility for Merchant Associates (such as Franchisees and related companies who access or use any of the services under this Agreement or otherwise help you to facilitate deliveries to your Customers).

This part also sets out how the fees and charges are calculated, including the fees payable to Uber for providing you with Courier Services.

3. SERVICES

3.1 Scope of Uber Services

(a) During the Term, Uber shall in accordance with the terms of this Agreement:

(i) provide the Courier Services as requested by you via the relevant Access Method;

(ii) provide and/or procure Customer Support Services and/or Merchant Support Services (as applicable);

(iii) grant you a licence to use the Uber Tools (if any) on the terms specified in the applicable Service Terms and will perform any services or activities expressly stated to be provided by Uber in these General Terms, the Service Terms for services you have chosen, or any Addendum agreed between you and Uber; and

(iv) perform any other services or activities described in these General Terms, the Service Terms for services you have chosen, or any Addendum agreed between you and Uber,

(together, the “Uber Services”).

4. COURIER SERVICES

4.1 Scope of Courier Services

(a) Uber purchases Delivery Services from independent Couriers and resells Delivery Services to you and your Merchant Associates, if relevant. Uber offers delivery requests to Couriers via its network, thus enabling Couriers to accept such requests and to proceed to pick up the Items from the relevant Merchant Associate location.

(b) Uber provides live delivery tracking via the Uber Direct API and / or Dashboard, as applicable.

(together, the “Courier Services”).

(c) Uber will provide the Courier Services to you as requested by you via the relevant Access Methods. Except as expressly set out in this Agreement, you acknowledge and agree that Uber may determine the manner in which it will provide access to the Courier Services.

4.2 Quality, Packaging and Handoff

You agree that Uber has no control over the availability or quality of Items. You are responsible for ensuring that Items are handled appropriately and are appropriate for sale via your Merchant Platform. This includes ensuring that:

(a) Items are packaged appropriately for delivery including transport (which also includes ensuring food safety during transport and any additional protection necessary based on the nature of the Item(s));

(b) Items, their handling and sale and all information you provide about them comply with all Laws applicable to such Items, this Agreement and are accurate and not misleading; and

(c) you will ensure that each Order is readily available for pickup upon arrival of a Courier at the pickup location.

4.3 Location of Courier Services

Pickup and drop off locations for deliveries will be limited to locations in the United Kingdom where Uber Direct is available and are subject to Courier availability, the Active Area, and any limitations specified in an Addendum. Requests for Courier Services where the pickup location and drop off locations are not within the same city or metropolitan area are not available.

4.4 Active Area

You acknowledge and agree that:

(a) Uber will only provide Courier Services within the Active Area; and

(b) Uber does not make any guarantee in relation to the size of the Active Area or the ability of Uber to provide Courier Services. If you are not satisfied with the Active Area or changes to the Active Area, you may stop using Uber Direct at any time and can terminate this Agreement in accordance with your rights under section ‎‎‎‎26.1. Nothing in this section prevents you from offering Items or providing delivery services to your Customers outside the Uber Direct product in geographic locations in or outside of the Active Area.

4.5 Delivery Restrictions

(a) You must ensure that you comply with the Delivery Restrictions.

(b) You acknowledge and agree that Uber is under no obligation to provide Courier Services if an Order is not compliant with the Delivery Restrictions. Depending on your location, the Delivery Restrictions may vary.

4.6 Proof of Delivery

(a) Uber may enable one or more proof of delivery options for Orders, which you may request through the available Access Methods. Proof of delivery may include photo, signature, PIN and barcode scanning. The proof of delivery options may vary depending on:

(i) the Access Method you use to request Courier Services; and

(ii) the Order type or category of Item(s) included in an Order.

(b) Uber may change, impose requirements or restrictions on, or stop offering any and all proof of delivery options. Uber agrees to provide reasonable prior notice to you in the event it ceases to offer all proof of delivery options.

(c) Where you use an Aggregator Platform to request Courier Services, the Aggregator Platform may not support any or all proof of delivery options offered by Uber. Uber and its Affiliates are not responsible for which proof of delivery options the Aggregator Platform supports.

4.7 Leave at Door Order

Merchant and Merchant Associates (as applicable) may have the option to enable the delivery of Orders to a Customer’s doorstep, mailbox or other contactless location as specified by the Customer (“Leave at Door Order”) when placing Orders through the Merchant Platform. When Leave at Door Orders are enabled, and the Customer elects a Leave at Door Order, Courier will leave the Order from such Merchant Associate location at the delivery address in accordance with the Customer’s instructions. Any drop-off instructions must be communicated to Uber via the relevant Access Method when a delivery is requested.

4.8 Title and Risk of Loss

You or your Merchant Associate (as applicable) maintains title to each Item until the Item leaves the Merchant Associate. Title to the Item transfers directly to the Customer once the Item leaves the Merchant Associate. At no point does the title pass to Uber or any Courier. Uber acknowledges and agrees that, although it does not possess title to the Item at any time, it assumes the risk of loss to the extent outlined within the Refund Matrix for the Item from the point in time when the Courier takes possession of the Item at the pickup location until the Customer’s acceptance of the Item or completion of a Leave at Door Order.

5. REFUNDS

(a) Uber's, your and your Merchant Associate's liability for refunds will be determined in accordance with the Refund Matrix (https://uber.app.box.com/s/p8rltr840n19pgzjkys9pcv3f4o23xsh), as may be updated by Uber in its sole discretion from time to time. To the extent Uber is required to do so, it will refund you in accordance with the Refund Matrix for any loss, damage or theft in respect of any Item(s) transported via the Courier Services up to the Agreed Value (excluding VAT) arising from the fraud, negligence or wilful misconduct of Uber or its employees, agents or contractors.

(b) Notwithstanding anything else in this Agreement, Uber is not required to provide you with a refund for any loss, damage or theft of any Item(s) transported via the Courier Services where:

(i) it reasonably believes that the request for a refund relates to fraudulent activity on the Merchant Platform; or

(ii) it relates to the supply of any Items listed in the Delivery Restrictions.

(c) To the extent that Uber is responsible to refund you in accordance with the Refund Matrix, it will do so by way of a net invoice adjustment.

(d) You hereby acknowledge and agree that any refund paid by Uber to you in accordance with this section 5 will be your sole and exclusive remedy for any loss, damage or theft in respect of any Item(s) transported via the Courier Services.

6. CUSTOMER SUPPORT

(a) If agreed by the parties in writing, Uber will make available to Customers a customer support service via telephone or live chat as agreed by the parties (Customer Support Services).

(b) Unless otherwise agreed by the parties in writing:

(i) Customer Support Services will solely cover Customer issues or incidents relating to:

(A) Orders; and

(B) Courier Services (including, but not limited to, food safety or interpersonal conflict incidents relating to the Courier Services).

(ii) Customer Support Services will not cover issues or incidents relating to:

(A) Customer accounts or profiles on the Merchant Platform;

(B) billing and/or payment via the Merchant Platform;

(C) any promotional, referral, discount or other code made available to Customers;

(D) food safety or interpersonal conflict incidents relating to your conduct or food preparation; and

(E) issues or outages of the Merchant Platform.

(c) If a Customer reports an issue relating to section ‎6(b)(i) and Uber reasonably determines that the issue warrants a refund to you, you will be solely responsible for issuing any refund to the reporting Customer.

(d) You acknowledge that Uber will use Personal Data obtained from the Customer Support Services for the purposes described in section 6(b)(i), and will use de-identified data for product improvement, data analytics, and other internal business purposes.

(e) You will otherwise be responsible for all support to Clients (if applicable), and to Customers in relation to issues not covered in section 6(b)(i).

(f) Except as required by Law, or as otherwise expressly set out in this Agreement, Uber makes no representations, and expressly disclaims all warranties, express or implied, regarding the Customer Support Services, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance. Unless otherwise expressly set out in this Agreement, Uber does not guarantee the reliability, timeliness, quality, suitability or availability of the Customer Support Services.

(g) Uber may change, impose requirements or restrictions on, or stop offering Customer Support Services. Uber agrees to provide reasonable prior notice to you in the event it ceases to offer Customer Support Services entirely.

(h) For the avoidance of doubt this section 6 sets out the Customer Support Services provided by Uber to you in relation to Customers. Nothing in this section 6 amends, overrides or otherwise derogates from the liability between Uber and you, which is determined in accordance with section 24 (Limitation of Liability) of these General Terms.

(i) If you choose to receive the Customer Support Services, you must provide Uber with monthly Order volume forecasts at least 15 days prior to the end of the then current calendar month.

(j) In consideration for the Customer Support Services, unless otherwise agreed by the parties in writing, Uber will charge you a fee equal to £0.35 (excluding VAT) for each Delivery Service provided to you by Uber as an additional component of the Delivery Fee.

7. MERCHANT SUPPORT

(a) If you have issues with the Courier Services, you can contact Uber free of charge via one of the following support channels:

(i) by phone for live Courier Services only, on +44 (0)8081751951; or

(ii) by email for non-live Courier Services only, to direct-uki@uber.com.

(b) You will be informed of the outcome of the request within a reasonable period of time. For the avoidance of doubt, Uber will provide the Merchant Support Services free of charge.

8. UBER POLICIES

(a) You must comply, and ensure that each Merchant Associate complies, with the Uber Policies that apply to your use of the Uber Services, and ensure your and each of your Merchant Associates' employees, agents and contractors do the same.

(b) Uber or its Affiliates may update the Uber Policies from time to time in accordance with section ‎‎‎27.2.

9. MERCHANT ASSOCIATES

(a) Subject to approval in writing by Uber and section ‎‎9(b), you may permit:

(i) each Merchant Associate (excluding any Client) to utilise the Uber Services on your behalf or assist you with utilising the Uber Services, including using the Uber Tools or fulfilling Orders; and

(ii) where you are a Reseller Aggregator, your Clients to request Courier Services from you, as a Reseller Aggregator, via your Reseller Platform.

(b) Without limiting any other part of this Agreement (including the Service Terms):

(i) you must ensure that each Merchant Associate is aware of and complies with your obligations under this Agreement (as amended from time to time in accordance with the terms of this Agreement), including by requiring each Merchant Associate to agree to terms substantially similar to:

(A) ‎‎sections ‎4, ‎‎‎‎6, 7, 8, 11, ‎‎17, ‎‎‎‎18, ‎‎19, ‎‎‎‎21(b), ‎‎‎‎25, and ‎‎‎‎27.2, and any relevant Service Terms; or

(B) where requested by Uber, acting reasonably, the Merchant Associate Requirements.

(ii) to the maximum extent permitted by law, you are solely responsible for the acts and omissions of each Merchant Associate, and the acts or omissions of each Merchant Associate will be deemed to be your acts or omissions for the purposes of this Agreement. For clarity, if Uber suffers any Losses arising from or in connection with the acts or omissions of any Merchant Associates, Uber (as applicable) may recover those Losses from you under this Agreement (including under any indemnity), as if such Losses arose from or in connection with the acts or omissions of you or any of its employees, agents or contractors. You will not be liable to the extent that such Loss is caused directly by the fraudulent, negligent or unlawful act or omission by Uber or its Affiliates;

(iii) to the maximum extent permitted by law, you must ensure that Merchant Associates do not bring any claim in relation to this Agreement against Uber, its Affiliates, or their respective directors, officers, employees, agents and contractors. You acknowledge and agree that any claim in respect of any Loss suffered or incurred by a Merchant Associate arising in relation to this Agreement must be brought directly by you; and

(iv) for clarity, the parties acknowledge and agree that the limitations, exclusions and exceptions set out in section ‎‎‎‎24 apply in respect of all Loss recoverable by a party pursuant to this section ‎‎9(b).

(c) To avoid doubt, you are responsible for all charges incurred by Merchant Associates via the Corporate Account or any Aggregator Platform, regardless of whether or not a charge was authorised by you.

10. NEW FEATURES

(a) Uber will provide you with reasonable prior notice:

(i) in the rare circumstances where it makes any non-backwards compatible API or feature changes; and

(ii) when requiring you to launch any new performance and/or fraud related process and/or product update.

11. MODERN SLAVERY PROHIBITION

You must not, and must ensure that each Merchant Associate does not, engage in any practice which would violate any Law regarding slavery or human trafficking. You must notify Uber as soon as you or any Merchant Associate becomes aware of any slavery or human trafficking in a supply chain that has a connection with this Agreement.

12. FEES AND PAYMENT

12.1 Delivery Fee

(a) In consideration for the Courier Services, Uber will charge you a Delivery Fee based on the pricing specified in your Order Form, unless different pricing has been agreed in writing by you and Uber or is otherwise specified in the Service Terms. When you request Courier Services via the Uber Tools, Uber will provide you the amount of the Delivery Fee before you place the request.

(b) You acknowledge and agree that:

(i) distance amounts used for the Delivery Fee are based on the expected, not actual, delivery distance as reasonably determined by Uber;

(ii) distance will be calculated based on miles, or any part of a mile;

(iii) distance components of the Delivery Fee are charged as outlined in your Order Form;

(iv) distance components of the Delivery Fee are only applicable to Delivery Services occurring within the Delivery Area as outlined in your Order Form and that any request for Delivery Services beyond the Delivery Area will be rejected; and

(v) Uber reserves the right to modify the amount of the Delivery Fee if the pickup location or drop off location is incorrect or is modified by you.

12.2 Other Fees

Other Fees may be payable based on the Uber Services that you receive or for services that are not included within the Delivery Fee (for example, extended wait times, return trips, cancellations, or customer support). Other Fees include a Cancellation Fee and a Wait Time Fee, as well as Other Fees that Uber will charge you as specified in the Service Terms, or that are otherwise agreed to by the parties in your Order Form or in any applicable Addendum.

12.3 Changes to Fees

At the end of the Initial Term and of each Renewal Term, Uber will be entitled to increase each Fee by the higher of the percentage increase in the Consumer Price Index or 2.5%. Any such increase will take effect on the first Business Day of the immediately subsequent Renewal Term and the relevant Consumer Price Index figure shall be the latest available figure for the percentage increase in the Consumer Price Index at the beginning of the last full calendar month in the Initial Term or the previous Renewal Term, as applicable.

12.4 All Fees

All Fees or other amounts payable under this Agreement will be paid in GBP and are stated to be exclusive of any VAT, unless expressly stated otherwise. If VAT is payable on any supply by Uber made under this Agreement, for which the consideration is not expressly stated to include VAT, you agree to pay Uber an additional amount equal to the VAT at the same time that the consideration for the supply, or the first part of the consideration for the supply (as the case may be), is to be provided. In this Agreement, VAT that is payable by Uber includes VAT that is payable by the representative member of Uber's VAT group.

12.5 Expenses and Costs

Except as may be expressly agreed in this Agreement, each party is responsible for its expenses and costs in connection with its performance of this Agreement.

12.6 Payment

If you request Courier Services, you must pay all Fees and charges to Uber. Uber will bill you for such Fees and charges (each a Payment Statement). Billing frequency information is available on the Dashboard. Payment Statements will be made available to you via the Dashboard.

(i) For merchants who sign up to Uber Direct via an online form, you will be charged on a per trip basis for all Courier Services requested. The card associated with your Corporate Account will be charged on this basis, and a Payment Statement will be made available shortly before your card is charged.

(ii) For all other merchants, you will be charged on a monthly basis or on a basis otherwise agreed by the parties in writing. You must pay each Payment Statement in full within 30 days of receipt of such Payment Statement, following which any late payments shall accrue simple interest on the sum due from the date such payment was originally due until the date of actual payment, at 1.5% per month or the maximum allowed by applicable Law. You may elect to pay Payment Statements via a payment method supported by Uber (e.g. credit card, debit card and/or by bank transfer, etc).

(iii) You agree to provide and maintain during the Term in connection with your Corporate Account a valid payment method.

(iv) For payment methods other than bank transfers, you agree to provide and maintain a valid payment method in connection with your Corporate Account during the Term, and you acknowledge and authorise Uber to charge the payment method associated with your Corporate Account (including any updated payment methods you provide during the term of this Agreement) for the amounts on each Payment Statement.

(v) If you choose to opt-in to direct debit as a payment method, you authorise Uber or its partners to collect varying amounts on each Payment Statement from your bank account. Any direct debit dispute initiated by you or the cancellation of a direct debit mandate shall not impact the existence or validity of any debt owed by you under this Agreement. Uber does not waive, and hereby reserves, any rights and/or remedies that Uber has under this Agreement and applicable law by refunding the merchant.

(vi) If you have an existing Uber Eats Marketplace Agreement with Uber Eats UK Limited, then any Fees you owe under this Agreement may be used to set off against any amounts due to Uber in the Uber Eats Marketplace Agreement. Any Fees owed by you under this Agreement will be considered as fees as defined in clause 2.7 of the payment terms of the Uber Eats Marketplace Agreement. For the purposes of this clause, “Uber Eats Marketplace Agreement” means the agreement you and Uber entered for the provision of the sale, purchase and delivery of items via the Uber Eats app.

13. TAX

You are responsible for determining and setting the price for delivery and any applicable taxes on your Merchant Platform. You are the "supplier" of all Items (including delivery services related to such Items) for VAT and other sales tax purposes and the responsible party for collection and remittance of the applicable taxes.

PART 3 – OWNERSHIP OF MATERIALS, CONFIDENTIALITY AND PRIVACY

This part describes the rights that you and Uber have in relation to materials made available under this Agreement, including the Uber Tools provided to you.

It also describes what steps you and Uber will take to protect Confidential Information and your obligations in respect of Personal Data, and other data shared by the parties in connection with this Agreement.

14. INTELLECTUAL PROPERTY

14.1 Ownership of Uber Materials

(a) Uber, its Affiliates and their respective licensors own, or have the rights to, the Uber Tools and all related materials and data (together, the Uber Materials). This includes all Intellectual Property Rights.

(b) The only rights that you have to the Uber Materials are the rights set out in this Agreement. All such rights to the Uber Materials are subject to the restrictions on use of the Uber Materials as set out in this Agreement, including the restrictions on use of the Uber Tools set out in the applicable Service Terms.

14.2 Restrictions on use of Uber Materials

(a) You agree to use the Uber Materials solely as set out in this Agreement. You must not, and must not authorise others to:

(i) licence, sublicense, lease, rent, sell, resell, give, transfer, assign, distribute or otherwise provide or make available the Uber Materials to any unaffiliated third party;

(ii) modify, copy or make derivative works based upon the Uber Materials;

(iii) improperly use the Uber Materials or any Courier Services, including creating internet "links" to any part of the Uber Tools, "framing" or "mirroring" any part of the Uber Tools on any other websites or systems, or "scraping" or otherwise improperly obtaining data from the Uber Tools;

(iv) reverse engineer, decompile, modify, disassemble or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Uber Tools, except as allowed under applicable Law;

(v) send spam or otherwise unsolicited messages via the Uber Tools;

(vi) use the Uber Materials for any unlawful purpose;

(vii) use the Uber Materials to: (A) display any offensive content or any content for which you do not have the right to share with Uber or its Affiliates or to display; (B) distribute unsolicited advertising or promotions; or (C) engage in fraudulent or unauthorised activity including phishing, pharming, spidering, harvesting, or other similar activities; or

(viii) use the Uber Material outside of the Territory.

(b) In addition, you must not, and must not authorise others to, access or use the Uber Materials to:

(i) design or develop a competitive or substantially similar product or service to the Uber Services or Uber Tools;

(ii) copy or extract any features or functionality of the Uber Tools;

(iii) launch or cause to be launched on or in connection with the Uber Tools a malicious automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program intended to overburden or hinder the operation and/or performance of the Uber Tools or the Courier Services; or

(iv) attempt to gain unauthorised access to the Uber Tools or its related systems or networks; or

(v) unless otherwise agreed in writing with Uber, include any underlying Uber platform or product with competitors in any aggregated view (i.e. webpage, app, software, etc);

(vi) aggregate Uber's or its Affiliates' data with any competitors' data; or

(vii) parse or scrape any of Uber's or its Affiliates' data.

(c) You must not misrepresent or mask your identity or your access credentials when accessing or using the Uber Tools.

(d) You must not share with a third party (or enable a third party to use) any operational, technical or other data obtained through the use of the Uber Tools in any manner that is competitive to Uber or its Affiliates, including in connection with any application, website or other product or service that also includes, features, endorses, or otherwise supports in any way a third party that provides services competitive to Uber's or its Affiliates' products and services.

14.3 Licence to Each Party's Marks

(a) You grant to Uber (and its Affiliates) a licence to use your Marks and Uber grants to you a licence to use Uber's Marks, each subject to the terms of this Agreement. You are only permitted to use Uber's Marks for the sole purpose of performing the activities permitted in this Agreement. Uber and its Affiliates are only permitted to use your Marks for the purpose of performing the activities permitted in this Agreement (including promotional activities under section ‎15) and for displaying on their websites and in other public or private communications for their own marketing or promotional activities.

(b) The licences granted to you and Uber (and its Affiliates) under section 14.3(a) continue for the Term. The licences are granted for no charge and are limited, non-exclusive, non-transferable, non-sublicensable, non-assignable and royalty-free.

14.4 Restrictions on Use of Marks

(a) The rights of you and Uber (and its Affiliates) to use the Marks licensed to them under section ‎‎14.3(a) are subject to the following restrictions:

(i) a party must only use the Marks in the form and format specified or approved by the owner of those Marks;

(ii) a party must not use the Marks for any purpose other than what is permitted in this Agreement, without the prior, express, written consent of the other party;

(iii) all goodwill related to the use of the Marks by another party (and, in the case of Uber, by their Affiliates) will benefit the owner of those Marks and not any other party; and

(iv) each party licensing a Mark reserves the right to revoke the licence to use the Mark if that party reasonably considers that the quality of the other party's goods, services or performance of its obligations under this Agreement falls below an acceptable standard.

(b) You must not try to register, use or claim ownership over any of Uber's or any of its Affiliates' Marks.

(c) You must not bring a claim against Uber or any of its Affiliates or directors, officers, employees or agents, or assert a defence against any claim by any of those parties, alleging that any use or exploitation by them of your Marks in accordance with this Agreement infringes your rights (including Intellectual Property Rights).

14.5 No Implied Rights

All rights (including Intellectual Property Rights) not granted under this Agreement by you, Uber or any of its Affiliates, are expressly reserved.

15. PROMOTIONAL ACTIVITIES

15.1 You acknowledge and agree that Uber and its Affiliates may:

(a) refer to you as a customer of Uber Direct through various promotional activities (e.g., Uber's social media channels, websites, advertisements or blogs);

(b) feature you, the Merchant Platform and your use of the Uber Services in press releases or other public communications, provided that you will have the right to review and approve any such use, such approval not to be unreasonably withheld or delayed; and

(c) refer to you in other ways permitted by the Service Terms or as agreed by the parties in an Addendum.

16. FEEDBACK

(a) You may, but are not required to, provide Feedback. Uber's Feedback Policy applies to any Feedback provided to Uber and/or any of its Affiliates.

(b) Uber and its Affiliates may use, share, and display Feedback for any purpose related to their businesses without attribution to you or your approval.

17. USE OF DATA

17.1 Uber Data

(a) Uber Data (which may qualify as Personal Data) will be sent via your chosen Access Method(s) to you for the provision of Courier Services.

(b) Subject to the terms of this Agreement, Uber grants to you and each Merchant Associate a non-exclusive, non-transferable, non-sublicensable, limited right and licence to use the Uber Data during the Term solely for the purposes set out in the Agreement and in accordance with applicable Data Protection Law.

17.2 Use and Restrictions for Uber Data

(a) Without limiting any restrictions set out in this Agreement, you will not, and must ensure that each Merchant Associate does not, process, store, aggregate, or otherwise use Uber Data in any manner except solely as necessary to facilitate the delivery of Items to Customers via the Courier Services as contemplated by this Agreement (including any ancillary activities related to facilitating such delivery, which, for the avoidance of doubt, does not include using such Uber Data for marketing purposes).

(b) You will delete, and must ensure that each Merchant Associate deletes, all Uber Data and all notes, analyses, and compilations containing Uber Data within 6 months of receiving such data.

(c) You represent and warrant that you, and each Merchant Associate, will use the Uber Data solely for the purpose set out in section ‎‎‎‎17.1(b).

(d) Uber Data may include Personal Data. You represent and warrant that you, and each Merchant Associate, will comply with all applicable Data Protection Law and section ‎‎‎‎17 with respect to all Personal Data received from Uber or its Affiliates pursuant to this Agreement.

17.3 Merchant Data

(a) Merchant Data (which may qualify as Personal Data) will be sent to Uber B.V. via your chosen Access Method(s) to facilitate the provision of Courier Services.

(b) Subject to the terms of this Agreement, you grant to Uber B.V. and its Affiliates a non-exclusive, non-transferable, non-sublicensable, limited right and licence to use the Merchant Data during the Term solely for the purposes set out in the Agreement and in accordance with applicable Data Protection Law, provided that any tip data or Courier rating data that is included in the Merchant Data is subject to, and you grant to Uber and its Affiliates, an exclusive, perpetual licence to use such elements of the Merchant Data for any purpose in accordance with Uber's Privacy Notice (including sharing such information with Couriers). For the avoidance of doubt, such licence will not terminate upon the termination of the Agreement.

(c) The licence set out in section ‎‎‎‎17.3(b) will include the right for Uber's and its Affiliates' subcontractors to use the Merchant Data, provided that:

(i) such use is solely for the benefit of Uber or any of its Affiliates in accordance with the terms of this Agreement; and

(ii) Uber B.V. will be fully responsible for each of its Affiliates' subcontractor's use of such Merchant Data.

(d) In addition to the above, and for the sake of clarity, Merchant hereby authorises Uber B.V. to share Merchant Data with Uber and Uber’s Affiliates for the provision of the the Uber Services, in the same terms that apply to the licence granted to Uber B.V. by Merchant for the use of Merchant Data.

(e) To the extent any Merchant Data is obtained from a third party (including a Merchant Associate), you represent and warrant that the third party:

(i) has expressly authorised you to access that data; and

(ii) has granted you the necessary licenses and rights in respect of that data to provide Uber and its Affiliates with the licences and rights set out in this Agreement (including this section ‎‎‎‎17.3).

17.4 Use and Restrictions for Merchant Data

(a) Without limiting any restrictions set out in this Agreement, Uber B.V., Uber and their Affiliates will not process, store, aggregate, or otherwise use Merchant Data in any manner except:

(i) as required by Law;

(ii) for the provision of Uber Services as contemplated by this Agreement (including any ancillary activities related to providing delivery, such as, where requested by a merchant, contacting Customers or Clients via SMS to provide delivery updates concerning an Order or to assist with the resolution of complaints concerning the Uber Services);

(iii) for fraud detection and prevention, and safety purposes;

(iv) for product improvement, data analytics, and other internal business purposes;

(v) for contacting Customers or Clients in relation to safety incidents concerning an Order; or

(vi) for any other purpose described in the Service Terms or an Addendum.

(b) Uber represents and warrants that it will comply with all applicable Data Protection Law and section ‎‎‎‎18 with respect to all Personal Data received from you pursuant to this Agreement.

(c) You acknowledge and agree, and shall ensure that each Merchant Associate acknowledges and agrees, that the restrictions in sections ‎‎‎‎17.4(a) and ‎‎(b) do not apply to tip data or Courier rating data that is included in the Merchant Data.

18. PRIVACY

18.1 Compliance with Data Protection Law

(a) Each party must comply with, and you must ensure that each Merchant Associate complies with, the obligations applicable to it under the Data Protection Law with respect to the processing of Personal Data.

(b) Uber B.V. and Merchant are each an independent controller of respectively the Uber Personal Data and Merchant Personal Data. Merchant will provide Merchant Personal Data to Uber B.V., who will in turn share it with Uber and Uber's Affiliates, for the provision of the Uber Services and the Dashboard, as described in this Agreement.

(c) Merchant hereby guarantees that Merchant will have the appropriate legal basis to share the Merchant Data with Uber B.V., Uber, and Uber's Affiliates, and will include a notice on Merchant Platform to notify Customers that Merchant Data will be shared with Uber B.V., Uber and Uber's Affiliates. Such notice may only refer to Uber B.V.; listing Uber is not required.

(d) If Merchant requests the provision of any of the Proof of Delivery Options in connection with the Uber Services, Merchant will notify its Customers, before the Order is placed, that Uber may share the result of the Proof of Delivery Option with Merchant, which may include Personal Data, if collected by the Courier.

(e) Uber B.V., Uber, Uber's Affiliates, and Merchant shall comply with the obligations applicable to them under the Data Protection Law with respect to the processing of Personal Data.

(f) Uber B.V., Uber and Uber's Affiliates agree to only process the Merchant Personal Data for the purposes set out in Section 17.4 of this Agreement. Merchant agrees to only process Uber Personal Data for the purposes set out in Section 17.2 in this Agreement.

(g) The parties shall each make sure that appropriate technical and organisational measures are implemented to protect Merchant Personal Data or Uber Personal Data (as applicable) against unauthorised or unlawful processing and against unauthorised loss, destruction, damage, alteration, or disclosure (“Information Security Incident”).

(h) Each party (the “Breaching Party”) shall promptly notify the other party in the event that the Breaching Party learns or has reason to believe that an Information Security Incident has occurred. This notification will include at least: (i) the nature of the breach; (ii) the potentially compromised Personal Data and data subjects; (iii) the duration and expected consequences of the Information Security Incident; and (iv) any mitigation or remediation measures taken or planned in response to the Information Security Incident. Upon any such discovery, the Breaching Party shall (a) take all reasonable steps to investigate, remediate, and mitigate the effects of the Information Security Incident, and (b) provide the other party with reasonably satisfactory assurances that a Information Security Incident will not recur. Additionally, if and to the extent any Information Security Incident occurs as a result of an act or omission of the Breaching Party, and if the other party determines that notices or other remedial measures are warranted, the Breaching Party shall, at the other party’s request and at the Breaching Party’s expense, undertake the aforementioned remedial actions.

(i) If this Agreement requires cross-border transfer of Personal Data, and to the extent required by applicable Law, the parties hereby incorporate by reference, and agree to comply with, the Standard Contractual Clauses approved by the European Commission, the International Data Transfer Agreement or Addendum issued by the Information Commissioner’s Office or other methods of transfer authorised under applicable Law. The data and purposes described in sections 17.2 and 17.4(a) shall form part of such Standard Contractual Clauses.

18.2 Restrictions

Uber and its Affiliates agree to only process Merchant Personal Data for the purposes set out in sections ‎‎‎‎17.3-‎‎‎‎17.4. You and each Merchant Associate agree to only process Uber Personal Data for the purposes set out in sections ‎‎‎‎17.1-‎‎‎‎17.2.

18.3 Security

(a) Uber and its Affiliates must implement appropriate technical and organisational measures to protect Merchant Personal Data against unauthorised or unlawful processing and against unauthorised loss, destruction, damage, alteration, or disclosure. Uber will promptly tell you if it becomes aware of any unauthorised access, modification, use, disclosure, loss of or interference with Merchant Personal Data provided to it or its Affiliates by you (Uber Data Breach), and must provide you with reasonable information and assistance for the purposes of investigating and responding to an Uber Data Breach.

(b) You, and each Merchant Associate, must implement appropriate technical and organisational measures to protect Uber Personal Data against unauthorised or unlawful processing and against unauthorised loss, destruction, damage, alteration, or disclosure. You will promptly tell Uber if you become aware of any unauthorised access, modification, use, disclosure, loss of or interference with Uber Personal Data provided to it by Uber or its Affiliate (Merchant Data Breach), and must provide Uber with reasonable information and assistance for the purposes of investigating and responding to a Merchant Data Breach.

18.4 Notifications

You must provide notice and obtain all necessary consents from Customers to enable Uber and its Affiliates to lawfully:

(a) process, store, aggregate, and otherwise use Merchant Data for the purposes set out under this Agreement; and

(b) collect evidence of the applicable proof of delivery and share that evidence with you for the purpose of verifying delivery.

18.5 Data Re-identification Restriction

Without limiting any other provision of this Agreement, including any provision in this section ‎‎‎‎18, you must not, and must ensure that all Merchant Associates do not, merge any of the Uber Data collected or otherwise obtained in connection with this Agreement, including any Uber Personal Data, with other data collected from any source or otherwise use any of the data collected or otherwise obtained in connection with this Agreement, including any Personal Data, for the purpose of re-identification, targeted marketing, or any other similar purpose.

19. CONFIDENTIALITY

(a) A party to this Agreement may not disclose another party's Confidential Information to any third party except as permitted below.

(b) Each party:

(i) may only use and disclose the other party's Confidential Information to the extent necessary to perform this Agreement or enforce its rights;

(ii) must ensure that any third party (including, in your case, any Merchant Associate) who receives Confidential Information of another party under this Agreement maintains the confidentiality of that information; and

(iii) must not, and must not authorise others to, remove, overprint or deface any notice of copyright, trade mark, logo, legend, or other notices of ownership from any originals or copies of the disclosing party's Confidential Information.

(c) Nothing in this section prevents a party from using or disclosing another party's Confidential Information to the extent that:

(i) the disclosing party has authorised the use or disclosure;

(ii) disclosure of the Confidential Information is required by Law or by order of a court; or

(iii) the receiving party reasonably considers it necessary to disclose the Confidential Information to a third party legal, tax or financial advisor in connection with this Agreement.

(d) Nothing in this Agreement limits your ability to collect, use and store information from Merchant Data provided the information is not Uber's Confidential Information.

(e) For the purpose of section ‎‎‎19(c)(i), if you are using an Aggregator Platform in connection with this Agreement, you authorise Uber to disclose your Confidential Information to the Aggregator.

(f) Each party must, at another party's request, return or destroy the requesting party's Confidential Information (including all copies), except where that party needs to retain that information for the purpose of complying with its obligations under this Agreement, any Law or any court order.

20. PUBLICITY

Unless agreed by the parties in writing or as otherwise expressly permitted under this Agreement, you must not issue a press release or otherwise refer to Uber in any manner in public (in relation to this Agreement or otherwise), without the prior written consent of Uber.

PART 4 – ALLOCATION OF RISK

This part describes the representations that you and Uber give to each other, and sets out the indemnities provided by each party and the liability of each party.

The indemnity and liabilities sections help determine who is responsible under the Agreement if something goes wrong, or if a third party brings a claim against you or Uber as a result of something going wrong under the Agreement. This part also contains important information about the insurance that you and Uber are required to maintain.

21. REPRESENTATIONS AND WARRANTIES

(a) Each party represents and warrants to the other parties at all times throughout the Term that:

(i) it has full power and authority to enter into this Agreement and perform its obligations under this Agreement;

(ii) it is properly organised, validly existing and in good standing under the laws of the jurisdiction that it is incorporated under;

(iii) it has not entered into, and during the Term will not enter into, any agreement that would prevent it from complying with this Agreement (in your case, including without limitation, any exclusive agreements with any Uber competitor);

(iv) it is able to pay its debts as and when they fall due, it is not taken under applicable Laws to be unable to pay its debts, and it has not stopped or suspended, or threatened to stop or suspend, payment of all or a class of its debts;

(v) it will comply with all applicable Laws in its performance of this Agreement (including all Data Protection Laws);

(vi) the content, media and other materials (including any Uber Materials, Marks or marketing materials) used or provided by a party as part of the performance of, or exercise of rights under, this Agreement do not, and will not, infringe or otherwise violate the Intellectual Property Rights, Moral Rights, rights of publicity or other proprietary rights of any third party; and

(v) it will comply with all respective statutory obligations and regulations as defined in sections 45(3) and 46(4) of the Criminal Finances Act 2017, including the corporate criminal offence of facilitating tax evasion (“CCO”). Each party will maintain reasonable and proportionate procedures designed to prevent the facilitation or enablement of tax evasion to occur by persons associated with it.

(b) You also represent and warrant to Uber at all times throughout the Term that:

(i) you are and each Merchant Associate is, the holder of all rights and authorisations to carry out its activity and that it complies with all Laws applicable to itself and its activity, including applicable retail, food, pharmaceutical, tobacco, alcohol or other health and safety codes or Laws, including but not limited to all applicable Laws with respect to the sale and promotion of General Sales List Items and, if relevant, of pharmacy and prescription medicines;

(ii) you know the contents of Items to be transported via the Courier Services;

(iii) each Order (including all Item(s)) transported via the Courier Services complies with the Delivery Restrictions; and

(iv) any information that you provide to Uber or its Affiliates in connection with this Agreement (including your company name, VAT registration status and other information reasonably requested to provide any Courier Services to you or any Merchant Associate) is accurate, complete and up-to-date.

(v) you will make reasonable efforts to prevent fraudulent activity occurring on the Merchant Platform, including (but not limited to) implementing controls that are consistent with good industry practice and using Proof of Delivery product features in line with Uber’s guidance where applicable.

22. DISCLAIMER

(a) To the maximum extent permitted by Law, except as expressly set out in this Agreement:

(i) Uber makes no representations, and expressly disclaims all warranties, express or implied, regarding the Uber Services or the Uber Services or any portion of them, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance;

(ii) Uber provides the Uber Tools and the Uber Data for no charge, on an "as is" and "as-available" basis, without warranty or indemnification of any kind. Uber makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of the Uber Tools or any information requested or obtained through the use of the Uber Tools;

(iii) Uber and its Affiliates do not guarantee the availability or uptime of the Uber Tools or that access or use of the Uber Tools will be error-free, uninterrupted virus-free, or secure;

(iv) Uber is not responsible for any display or other rendering of information provided to Uber via the Uber Direct API;

(v) you agree that the entire risk arising out of your use of the Uber Direct API, and any information requested or obtained in connection with the Uber Direct API, remains solely with you; and

(vi) Uber does not guarantee the reliability, timeliness, quality, suitability or availability of the Courier Services.

(b) You acknowledge that the Uber Tools may be unavailable due to scheduled maintenance, network failure or limitations, delays, and other problems inherent in the use of the internet and electronic communications.

(c) You are responsible for maintaining the integrity of information related to your access and use of the Uber Tools, including any password, login, access tokens or key information. Without limiting any other term of this Agreement, you represent and warrant that you will not share or solicit such information with or from any third party, without Uber’s express written consent.

(d) The limitations and disclaimers in this Agreement do not purport to limit liability that cannot be excluded under applicable Law.

23. INDEMNIFICATION

23.1 Indemnified Claims

(a) Subject to section ‎23.1(b), each party (the Indemnifying Party) must indemnify, defend (at the other party's option) and hold harmless the other party (the Indemnified Party), its Affiliates and their respective directors, officers, employees and agents from and against any and all Losses with respect to any Third Party Claim arising out of or related to any of the following:

(i) any death, personal injury or damage to tangible property (excluding Items) arising from:

(A) the fraud, negligence or wilful misconduct of the Indemnifying Party;

(B) where you are the Indemnifying Party, any breach of section ‎4.2(a);

(ii) any claims that the Indemnifying Party breached its representations and warranties in this Agreement;

(iii) any claims that the Indemnifying Party's Marks or marketing materials infringe a third party's Intellectual Property Rights, as long as such Marks or marketing materials have been used in the manner approved by the Indemnifying Party under this Agreement;

(iv) where you are the Indemnifying Party, your breach or alleged breach of sections ‎‎‎‎17.1 or ‎‎‎17.2;

(v) where Uber is the Indemnifying Party, Uber's breach or alleged breach of sections ‎‎‎‎17.3 or ‎‎‎‎17.4;

(vi) a breach of section ‎‎‎‎18 by the Indemnifying Party or its employees or agents;

(vii) where you are the Indemnifying Party, any breach of an obligation relating to the requirements for the delivery of Alcohol Items; or

(viii) where you are the Indemnifying Party, any harm resulting from your violation or alleged violation of any applicable retail food or other health and safety code, rule or regulation, except to the extent such harm was directly caused by the gross negligence or willful misconduct of Uber or its employees, agents or Couriers.

(b) The liability of an Indemnifying Party under section ‎‎‎23.1(a) will be reduced to the extent the relevant Loss arose from or was contributed to by the fraud, negligence or wilful misconduct of the Indemnified Party or its employees, agents or contractors (and, where you are the Indemnified Party, the fraud, negligence or wilful misconduct of Customers, any Merchant Associate or any of that Merchant Associate's employees, agents or contractors).

23.2 Procedure

(a) The Indemnified Party agrees to provide prompt notice to the Indemnifying Party of any potential Third Party Claim that would be subject to an indemnity in this Agreement.

(b) In relation to the defence of any Third Party Claim that would be subject to an indemnity in this Agreement, if a defence is requested by the Indemnified Party:

(i) the Indemnifying Party must defend the claim using legal counsel designated by the Indemnifying Party and reasonably acceptable to the Indemnified Party;

(ii) the Indemnifying Party must not settle or compromise any claim, or consent to the entry of any judgment, without written consent of the Indemnified Party, which will not be unreasonably withheld; and

(iii) the Indemnified Party must reasonably cooperate with the Indemnifying Party in the defence of the Third Party Claim, at the Indemnifying Party's expense.

24. LIMITATION OF LIABILITY

24.1 General Limitations and Exclusions

(a) Subject to section ‎‎24.3, in no event will a party be liable for any claim for any indirect, wilful, punitive, incidental, exemplary, special or consequential damages, for loss of business profits, or damages for loss of business suffered or incurred by you or any third party (including any Merchant Associate) arising out of this Agreement, or loss or inaccuracy of data of any kind (except for any loss of data arising directly from a failure by the first party to comply with its obligations regarding the security of data in section 18.3), whether based on contract, tort or any other legal theory, even if the party has been advised of the possibility of such damages.

(b) Subject to sections ‎‎24.2-‎‎24.3, Uber's total cumulative liability per year of each and every kind to you and all Merchant Associates under this Agreement will not exceed £100,000, and your total cumulative liability per year of each and every kind to Uber under this Agreement will not exceed £100,000.

(c) The limitation and exclusion provisions in this section ‎‎‎24 apply regardless of the success or effectiveness of other remedies.

24.2 Further Limitation of Liability

(a) Subject to section 24.3, the liability of Uber and its Affiliates:

(i) excludes any Loss arising from your failure to comply with section 4.2 or any of the warranties in section ‎‎‎21(b); and

(ii) for any single claim relating to the supply of the relevant Courier Services is limited for any loss, damage or theft in respect of any Item(s) transported via the Courier Services, to the Agreed Value (excluding VAT).

24.3 Exception to Limitations and Exclusions of Liability

(a) The limitations and exclusions set out in sections ‎‎24.1 and ‎‎24.2(a)(ii) do not apply to:

(i) a party's indemnification obligations: (A) in sections ‎‎23.1(a)(i)-‎(viii); or (B) unless otherwise specified in the Service Terms;

(ii) any breach of a party's obligations relating to Confidential Information;

(iii) your liability for Losses suffered or incurred as a result of acts or omissions of any Merchant Associate under or in connection with this Agreement, in which case your total cumulative liability of each and every kind to Uber in respect of such Losses will not exceed £100,000 per Merchant Associate, unless section ‎‎‎‎24.3(a)(i) or ‎‎‎‎(ii) applies; or

(iv) either party’s liability for (i) death or personal injury caused by negligence; (ii ) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be limited or excluded pursuant to applicable Law.

(b) Notwithstanding any other part of this Agreement, to the maximum extent permitted by law, Uber has no liability in respect of any Loss that you, or any Merchant Associate, incurs in relation to any Aggregator Services, including your use or reliance on the Aggregator Services, except to the extent that any such Loss is directly caused by the fraudulent, unlawful or negligent act or omission of Uber or its Affiliates.

25. INSURANCE

(a) Uber and its Affiliates do not maintain insurance for loss, damage, or theft in respect of the Items transported via the Courier Services. You (and each Merchant Associate) should contact an insurance agent or broker and independently determine whether insurance coverage is desired or required in connection with the Items being transported. For the avoidance of doubt, Uber will pay refunds in accordance with section 5.

(b) Each party must maintain, and you must ensure that each Merchant Associate maintains, the following insurances during the Term and for one year thereafter:

(i) Public liability insurance: At least £1,000,000 combined single limit per occurrence for bodily injury, death and property damage liability, and £2,000,000 in aggregate.

(ii) Employers' liability insurance: At least £1,000,000.

(c) The above insurance policies must be provided by reputable insurance companies authorised to do business in the United Kingdom and hold an A.M. Best financial rating of "A-", VII or better.

(d) The insurance held by you and each Merchant Associate under this section ‎‎20 must be primary and non-contributing to any insurance maintained or obtained by Uber or its Affiliates and must not be cancelled or materially reduced unless you or the relevant Merchant Associate has provided at least thirty (30) days' prior written notice to Uber.

(e) On reasonable request from a party, the other party must provide a certificate of insurance as evidence of the insurance it maintains in accordance with this section ‎‎25.

(f) The limits of an insurance policy maintained under this section ‎‎25 will not limit the liability of any party under this Agreement.

PART 5 – ENDING THE AGREEMENT

This part describes what steps you or Uber need to take in order to end the Agreement, as well as the circumstances in which your access to the Uber Services might be suspended or deactivated.

26. TERMINATION

26.1 Termination by Merchant

You may terminate this Agreement:

(a) at any time without cause, by giving one hundred and twenty (120) days' prior written notice to Uber;

(b) immediately by written notice to Uber, if Uber commits a material breach of this Agreement and the breach is not cured within 2 days of Uber receiving written notice from you requiring that breach to be remedied; or

(c) immediately by written notice to Uber, if:

(i) there has been an update to the General Terms, Service Terms, your Order Form or an Uber Policy, and that update detrimentally affects your rights under this Agreement; and

(ii) the notice of termination that you provide to Uber under this section ‎‎26.1(c) is provided within 30 days after the date you were first notified of the relevant update.

26.2 Termination or Suspension by Uber

(a) Uber may terminate this Agreement at any time without cause, by giving one hundred and twenty (120) days' prior written notice to you;

(b) Uber may, acting reasonably:

(i) terminate this Agreement in its entirety; or

(ii) restrict or deactivate your account or access to the Uber Services,

for any legitimate business, legal or regulatory reason, by giving you 30 days' prior written notice.

(c) Uber may immediately restrict or deactivate your account or access to the Uber Services, and provide you with written notice of the restriction or deactivation, if:

(i) you or any Merchant Associate commit a material breach of this Agreement;

(ii) in Uber's reasonable judgement, a temporary restriction or deactivation of your access to the Uber Tools or Courier Services is appropriate while Uber investigates a serious complaint that you, any Merchant Associate, or any of your respective employees, agents or contractors have violated the Community Guidelines;

(iii) in Uber's reasonable judgement (as the case may be), you, any Merchant Associate, or any of your or their respective employees, agents or contractors have violated the Community Guidelines;

(iv) in Uber's reasonable judgement (as the case may be), an act or omission by you, any Merchant Associate, or any of your or their respective employees, agents or contractors has the potential to cause a Brand Matter; or

(v) with respect to the Courier Services only, you, any Merchant Associate, or any of your or their respective employees, agents or contractors do not comply with the Delivery Restrictions.

(d) Uber may restrict or deactivate your access to the Uber Services if your Corporate Account is in arrears, by giving you 10 days' prior written notice and if you fail to remedy such issue within that time.

(e) Uber may restrict or deactivate your access to Uber Tools if at any time it has a reasonable belief that a material security or legal concern is caused by your or any Merchant Associate's use of any Uber Tools. Uber will make commercially reasonable efforts to:

(i) provide you with as much advance notice of such restriction or deactivation as is reasonably possible in the circumstance; and

(ii) restore your access to the Uber Tools as soon as reasonably practicable.

26.3 Termination or Expiry of Aggregator Terms

If:

(a) your only Access Method is an Aggregator Platform; and

(b) the Aggregator Terms are terminated or expire for any reason,

this Agreement will automatically terminate upon termination or expiry of the Aggregator Terms.

26.4 Survival

Accrued and outstanding payment obligations, sections ‎‎1, ‎‎5, 9, ‎‎12, ‎‎13, ‎‎14, 17, ‎‎18, ‎‎19, ‎‎23, 24, 25 (for the period specified), 26.3, 26.4, 27 and 28 survive the termination or expiry of this Agreement.

PART 6 – GENERAL LEGAL PROVISIONS

This part sets out additional standard provisions that describe how the Agreement operates, the laws that apply to this Agreement, as well as defined terms that have special meaning.

Importantly, this section also describes what steps Uber needs to take to update this Agreement, as well as your rights if you do not agree with a proposed update.

27. GENERAL PROVISIONS

27.1 Notice

(a) Notices under this Agreement must be sent to the address specified below, or an updated address provided by a party to the other by notice under this section. A notice will be considered to be received:

(i) on actual delivery, if delivery is by hand;

(ii) one day after being sent by overnight courier (charges prepaid); or

(iii) on actual delivery, if by electronic mail to the other party.

(b) Notices to Uber should be provided to Uber Eats UK Limited, First Floor, Aldgate Tower, 2 Leman Street, London, United Kingdom, E1 8FA or legal-contracts-bv@uber.com. Notices to you should be provided to the address or email address set out in the relevant Order Form, Addendum or in the sign-up process with either Uber or the Aggregator, or as otherwise notified to Uber.

27.2 Modifications to the Agreement

(a) Uber may modify the General Terms, Service Terms or an Order Form at any time by:

(i) for an Order Form, providing you with a new or varied Order Form by email – the modification will take effect on the effective date set out on that form;

(ii) for the General Terms or Service Terms, publishing a new version on the Uber website and letting you know by email – the modification will take effect from the date the General Terms or Service Terms are published on the Uber website or the date specified in a notification from Uber under section ‎‎27.2(c) (whichever is later); or

(iii) an Addendum agreed from time to time by you and Uber – the modification will take effect from the date specified in that Addendum.

(b) Uber may also modify the Uber Policies from time to time by publishing a new version on the Uber website.

(c) If a modification to the General Terms, Service Terms or an Uber Policy will be detrimental to your rights or obligations under this Agreement, Uber or one of its Affiliates will let you know at least 30 days before that modification is made. During that 30 day period, you have the right to terminate this Agreement in accordance with section ‎‎26.1(c).

(d) You will be deemed to have consented to the modifications made under this section if you continue to use the Uber Services after the modifications have come into effect.

27.3 Governing Law

This Agreement is governed by and construed in accordance with the laws of England.

27.4 Force Majeure Event

(a) Any delay in or failure by any party in performance of this Agreement is excused if and to the extent the delay or failure is caused by something that happens which is beyond the control of the affected party (a Force Majeure Event). Force Majeure Events can include decrees or restraints of local, state or federal government, acts of God, pandemics and epidemics (and any decrees or restraints required or recommended by national or devolved government in connection with such pandemics or epidemics), strikes, work stoppage or other labour disturbances, war or sabotage.

(b) The affected party must promptly tell the other parties in writing upon becoming aware that any Force Majeure Event has occurred or is likely to occur. The affected party must use commercially reasonable efforts to minimise the impact of the Force Majeure Event.

27.5 Assignment and Subcontracting

(a) Uber has the right to assign or transfer this Agreement or any or all of their respective rights or obligations under this Agreement, in whole or in part, without obtaining your prior consent. You may not assign or transfer this Agreement, as the Agreement needs to remain with you. However, if Uber assigns or transfers this Agreement or any of their rights or obligations, you have the right to terminate this Agreement immediately, by providing written notice of termination to Uber within 30 days after the date you were first notified of the assignment or transfer.

(b) Uber may each subcontract any of their obligations under this Agreement.

(c) Without limiting section ‎‎27.5(a), this Agreement binds, and will continue to benefit, each party to this Agreement and that party's respective successors and assignees.

27.6 Relationship Between the Parties

Nothing in this Agreement creates any partnership, joint venture, joint enterprise, or agency relationship among the parties, and no party or its employees has the right to make any decisions or enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other parties to this Agreement, except where the other party has provided written authorisation, executed by an authorised representative of that other party.

27.7 General Provisions

(a) Except where expressly agreed in this Agreement, each party is responsible for its own expenses and costs in connection with its performance of this Agreement.

(b) Each party is solely responsible for its employees and contractors used in connection with this Agreement.

(c) The failure of any party to enforce, at any time or for any period of time, the provisions of this Agreement, or the failure of any party to exercise any option under this Agreement, is not a waiver of that provision or option and does not in any way affect that party's right to enforce that provision or exercise that option.

(d) If a court of competent jurisdiction determines that a provision of this Agreement is invalid or unenforceable, the remainder of this Agreement (and to the extent practicable, the relevant provision) will remain in full force and effect.

(e) This Agreement contains the full and complete understanding and agreement between the parties relating to the subject matter of this Agreement, and this Agreement supersedes all prior and contemporary understandings and agreements, whether oral or written, relating the subject matter of this Agreement.

(f) The parties may enter into this Agreement by one of the methods described in section ‎‎1.1(a) of these General Terms. Without limiting the available methods, this Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which, when taken together, will constitute one and the same original instrument. Without limitation, you and Uber each consent to this Agreement being executed or amended by electronic communication (including by exchange of electronically signed counterparts transmitted by PDF format).

(g) Nothing in this Agreement limits or excludes (nor is intended to limit or exclude) any statutory rights that you may have under applicable Law that cannot be lawfully limited or excluded.

28. DEFINITIONS AND INTERPRETATION

28.1 Definitions

In this Agreement:

Access Method means the specific service you have chosen that enables you to request Courier Services. Available Access Methods are described in the Service Terms and include the Dashboard, the Uber Direct API and Aggregator Platforms.

Active Area means the maximum geographic area in which Uber will provide Courier Services, as amended by Uber from time to time.

Addendum means any additional terms and conditions, titled "addendum", "supplemental terms" or similar, referencing these General Terms which have been agreed by you and Uber in writing from time to time.

Affiliate means an entity that owns or controls, is owned or controlled by or is or under common control or ownership of a party, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

Aggregator means the third party that provides the Aggregator Services.

Aggregator Platform means a platform owned, operated, managed or otherwise controlled by a third party that:

(a) is authorised to be integrated with Uber's APIs or systems; and

(b) allows you to place requests for Courier Services,

including but not limited to a third party API, mobile application, cloud platform and/or website.

Aggregator Services means the provision of the Aggregator Platform and any related services provided to you or any Merchant Associate by the Aggregator, its Affiliates or their respective employees, agents or contractors.

Aggregator Terms means the terms and conditions that apply to your access and use of the Aggregator Services, as agreed between you and the Aggregator.

Agreed Value means £60.00, or if lower, the sale price of the Item (excluding VAT), unless stated otherwise in your Order Form.

Agreement has the meaning given in section ‎1.1(a).

Alcohol Item means any Item that you make available to Customers, that is an alcoholic beverage.

Brand Matter means an act or omission that has the potential to cause adverse publicity, media attention or regulatory scrutiny or other issues that could detrimentally impact the reputation, good name, brand or Marks of Uber or any of its Affiliates, including matters of safety.

Breaching Party has the meaning given in section 18.1(h).

Business Day means any day other than a Saturday, Sunday or public holiday in England.

Cancellation Fee means a Fee of £2.00 charged to you by Uber in circumstances where you cancel an Order after a Courier has been assigned by Uber. If on a monthly basis, you cancel more than 3% of Order requests, the Cancellation Fee will also become payable for all cancellations which occur:

(a) more than 30 seconds after an “ASAP” Order request; or

(b) within 10 minutes of the start of a "pick_up ready" window for all scheduled Orders,

unless no Courier has been assigned within 20 minutes of a “create_delivery” request for “ASAP” Orders; or within 15 minutes after the start of a “pick_up ready” window for scheduled Orders.

Client means any client of a Reseller Aggregator who requests Courier Services via a Reseller Platform for the purpose of delivering Items to Customers.

Community Guidelines means the policy available at https://www.uber.com/legal/en/document/?name=general-community-guidelines&country=great-britain&lang=en (or a replacement URL) as updated from time to time.

Conditions Precedent has the meaning given in section 1.3(a).

Confidential Information means any confidential, proprietary or other non-public information disclosed by one party (the disclosing party) to the other (the receiving party), whether disclosed verbally, in writing, or by inspection of tangible objects. Confidential Information does not include information that:

(a) was previously known to the receiving party without an obligation of confidentiality;

(b) was acquired by the receiving party without any obligation of confidentiality from a third party with the right to make such disclosure; or

(c) is or becomes publicly available through no fault of the receiving party.

Uber's Confidential Information includes the Uber Materials, the information relating to Uber Services (other than Merchant Data) and the Uber Data. Your Confidential Information includes the Merchant Data.

Consumer Prices Index means the index published by the Office for National Statistics.

Corporate Account means a corporate account created to enable you to access Uber Direct.

Courier means an independent contractor who may be subcontracted by Uber to undertake the Delivery services. A Courier is not an employee of Uber, Uber or any of their Affiliates and may delegate to another person to undertake the Delivery Services.

Courier Services has the meaning given in section 4.1(a)-(b).

Customer means: (a) where you are not a Reseller Aggregator, a customer of you or a Merchant Associate; or (b) where you are a Reseller Aggregator, a customer of a Client.

Customer Support Services has the meaning given in section 6(a).

Dashboard means the browser-based online dashboard technology system provided by Uber that allows you to, among other things, request Courier Services.

Data Protection Law means all applicable Laws imposing an obligation in relation to the collection, use, disclosure, storage or transmission of personal information (including health information), including any codes, principles or guidelines contained in or arising out of such Laws, including the UK GDPR and Data Protection Act 2018 (as amended).

Delivery Area has the meaning given in your Order Form.

Delivery Fee means the fees paid by you to Uber in exchange for the Courier Services, as calculated in accordance with the pricing agreed to by the parties in writing.

Delivery Restrictions means the restrictions and guidelines available at the following URL (or a replacement URL) as updated from time to time: https://www.uber.com/en-UK/blog/direct-connect-restrictions-and-guidelines/.

Delivery Services means the provision of delivery services in relation to your Orders provided by Uber as requested by you via an available Access Method.

Effective Date means the earlier of:

(a) the date you click a box indicating your acceptance of these terms; and

(b) the "Effective Date" set out in your Order Form or an Addendum (if any).

Fee means the amounts that you agree to pay Uber for the provision of Courier Services under this Agreement, including the Delivery Fee and any Other Fees as agreed to by the parties in writing.

Feedback means feedback relating to Uber's, Uber's and/or their Affiliate's services.

Feedback Policy means the terms related to Feedback provided to Uber, Uber (or their Affiliates) on your behalf in the United Kingdom, available at https://www.uber.com/legal/en/document/?name=feedback-policy&country=great-britain&lang=en (or a replacement URL).

Force Majeure Event has the meaning given in section ‎‎27.4(a).

Franchisee means your franchisees, who are not owned or operated by you or your Affiliates, using a brand or name permitted to be used by you under your agreement with that franchisee.

General Sales List Items means an Item described under The Human Medicines Regulations 2012, Regulation 62(5) as being a medicine which can with reasonable safety, be sole or supplied otherwise than by or under the supervision of a pharmacist.

General Terms means the terms and conditions set out in this document.

Indemnified Party has the meaning given in section ‎‎23.1(a).

Indemnifying Party has the meaning given in section ‎‎23.1(a).

Initial Term has the meaning given in section ‎‎2(a).

Information Security Incident has the meaning given in section 18.1(g).

Intellectual Property Rights means all present and future rights conferred by Law in or in relation to copyright, trade marks, designs, patents, circuit layouts, plant varieties, business and domain names, inventions and Confidential Information, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registrable, registered or patentable. These rights include:

(a) all rights in all applications to register these rights;

(b) all renewals and extensions of these rights; and

(c) all rights in the nature of these rights, excluding Moral Rights.

Items means any items that you or a Merchant Associate make available to Customers via your Merchant Platform.

Law means any law (including subordinate or delegated legislation or statutory instruments of any kind) and also any judgment, order, policy, guideline, official directive or request (even if it does not have the force of law) of any government agency or regulatory body, including a stock exchange, applicable to any of the parties, as amended or replaced from time to time.

Leave at Door Order has the meaning given in section 4.7.

Losses means all claims, damages, losses and expenses (including reasonable legal fees).

Marks means any trade marks, service marks, trade names, business names, copyrights, logos, slogans and other identifying symbols and indicia (both registered and unregistered) of the applicable party and any Intellectual Property Rights in them.

Merchant Associate means:

(a) any of your Affiliates and/or Franchisees, that utilise, or assist you in utilising, the Courier Services in connection with this Agreement, including by:

(i) using the Uber Tools, Aggregator Platform or a Reseller Platform; or

(ii) facilitating or fulfilling Orders;

(b) where you are a Reseller Aggregator, your Clients; and

(c) other third parties approved by Uber in writing.

Merchant Associate Requirements means a set of provisions determined by Uber that are applicable in relation to a Merchant Associate's use of the Courier Services, as notified to you and amended by Uber from time to time.

Merchant Data means the following data and information: (a) Customer's full name; (b) Customer's delivery address; (c) Customer's phone number; (d) Customer's email address; (e) corresponding Order details; (f) your, or a Merchant Associate's, generated Customer ID; and (g) information shared to Uber or its Affiliates by you, or any Merchant Associate, in relation to a Customer complaint. For the avoidance of doubt, Merchant Data may qualify as Merchant Personal Data.

Merchant Data Breach has the meaning given in section ‎‎18.3(b).

Merchant Personal Data means any Personal Data provided by you, or any Merchant Associate, to Uber for the purpose of Uber providing the Courier Services to you, including for the avoidance of doubt, Merchant Data. For the purposes of this Agreement, Merchant Personal Data does not include the name and contact information of your or Merchant Associate's employees who are responsible for interacting with Uber and its Affiliates in connection with its performance of the Agreement, and any Personal Data incidentally received by Uber or its Affiliates in connection with those interactions.

Merchant Platform means any method by which Customers may place Orders with you or a Merchant Associate, including but not limited to your or any Merchant Associate's mobile application and/or website.

Merchant Support Services means the support services provided by Uber to the Merchant as described in section 7.

Moral Rights means rights of integrity of authorship, rights of attribution or authorship, rights not to have authorship falsely attributed, and rights of a similar nature conferred by statute in anywhere in the world that may now exist or that may come to exist in relation to the work.

Order means any order for delivery of Item(s) placed by Customers using the Merchant Platform in connection with Courier Services.

Order Form means a document titled "Order Form" (or a similar name) that refers to these General Terms and includes details about you, pricing and may include additional terms, that is agreed by Uber, Uber and you, as amended or replaced by any variation to that Order Form that has taken effect in accordance with section ‎‎27.2.

Other Fees means any fees that may be payable by you, excluding the Delivery Fee, as agreed to by the parties in writing.

Payment Statement has the meaning given in section ‎‎12.6(a).

Personal Data means any information obtained in connection with this Agreement: (a) relating to an identified or identifiable natural person; (b) that can reasonably be used to identify or authenticate an individual, including name, contact information, precise location information, persistent identifiers; and (c) any information that may otherwise be considered "personal data" or "personal information" under Data Protection Law.

Refund Matrix means the refund matrix available at the following URL (or a replacement URL) as updated from time to time: https://uber.app.box.com/s/p8rltr840n19pgzjkys9pcv3f4o23xsh

Renewal Term has the meaning given in section ‎‎2(a).

Reseller Aggregator means a merchant that provides services which enable a Client to request Courier Services via a Reseller Platform, where those Courier Services may be provided by one or more different providers (including Uber).

Reseller Platform means any method by which Clients may place delivery requests with a Reseller Aggregator, including but not limited to that Reseller Aggregator's mobile application and/or website.

Service Terms means specific terms and conditions applicable to particular services (including Access Methods) that you may choose, as detailed in Appendices 1-3, as well as any additional service terms and conditions agreed by the parties in writing.

Term means the Initial Term and any Renewal Term.

Territory means the United Kingdom.

Third Party Claim means a claim brought against a party by a third party, excluding a claim brought against:

(a) a party by any of its Affiliates; or

(b) you by any of your Merchant Associates.

Uber Data means the following data and information: (a) Courier's first name and last initial; (b) Courier's anonymised phone number; (c) Courier's partial licence plate (last 4 digits); (d) make and model of Courier's vehicle; (e) Courier's obfuscated longitude and latitude as defined by Uber and its Affiliates; and (f) evidence of the applicable proof of delivery. For the avoidance of doubt, Uber Data may qualify as Uber Personal Data.

Uber Data Breach has the meaning given in section ‎‎18.3(a).

Uber Direct means the product that, in connection with Uber and its Affiliates' technology systems, enables you to request Courier Services via the available Access Methods.

Uber Direct API means Uber's proprietary application programming interface (API) that enables the sharing of Merchant Data and Uber Data.

Uber Materials has the meaning given in section ‎‎14.1(a).

Uber Personal Data means any Personal Data provided by Uber to you or a Merchant Associate for the purpose of Uber providing the Courier Services, including for the avoidance of doubt, Uber Data. For the purposes of this Agreement, Uber Personal Data does not include the name and contact information of those employees who are responsible for interacting with you on behalf of Uber and its Affiliates in connection with its performance of the Agreement, and any Personal Data incidentally received by you in connection with those interactions.

Uber Policies means the following standard policies of Uber and its Affiliates that apply to the use of the Uber Services: Delivery Restrictions, Feedback Policy, and Community Guidelines.

Uber Services has the meaning given in section ‎‎3.1(a).

Uber Tools means the Dashboard, Uber Direct API and any other future Uber technology used to request Courier Services, as specified in the Service Terms and as applicable to your chosen Access Method.

Uber's Privacy Notice means the privacy notice available at the following URL (or a replacement URL) as updated from time to time: https://www.uber.com/legal/en/document/?name=privacy-notice&country=great-britain&lang=en.

Wait Time Fee means a Fee of £0.40 per minute charged to you by Uber in circumstances where a Courier, or multiple Couriers, are required to wait a total of 10 minutes or more from their arrival at the pick-up location to you providing them with the relevant Item(s) for delivery.

28.2 Interpretation

In this Agreement, unless the context otherwise requires:

(a) headings and information boxes are for convenience only, and do not affect interpretation;

(b) reference to any document includes reference to that document as amended, novated, supplemented, or replaced from time to time;

(c) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person;

(d) if an example is given of anything, such as by saying it includes something else, the example does not limit the scope of that thing; and

(e) "written" and "in writing" include any means of reproducing words, figures or symbols in a tangible and visible form.

Service Terms (UK)

Appendix 1- Uber Direct API

WHAT IS THE UBER DIRECT API?

The Uber Direct API allows you to access Uber Direct via an integration of the Uber Direct API with the Merchant Platform or Reseller Platform. This Appendix 1 describes access to the Uber Direct API and the circumstances in which you can choose to use the Uber Direct API.

Application of these Terms

This API Licensing Agreement (the Addendum) is entered into pursuant to the API terms of use available at https://developer.uber.com/docs/businesses/terms-of-use-eu (or a replacement URL) (API TOU) between the Provider referenced below (also referred to as “you”) and Uber B.V. a private limited liability company established in the Netherlands, having its offices at Burgerweeshuispad 301, 1076 HR, Amsterdam, the Netherlands (Uber). Capitalised terms in this Addendum have the meaning given in the API TOU, unless otherwise specified.

Application of this Addendum

On and with effect from the Effective Date (set out in the API Order Form), the API Licensing Agreement is amended as set out below, as if the changes in this Addendum were fully set out in the text of the API Licensing Agreement. Section 1 of the API TOU applies to any conflict between this Addendum and any other document forming part of the API Licensing Agreement. Nothing in this Addendum terminates, discharges, or rescinds the API Licensing Agreement, or affects the validity or enforceability of the API Licensing Agreement. All other parts of your API Licensing Agreement remain in full force and effect. Capitalised terms in this Addendum have the meaning given in the API TOU, unless otherwise specified.

Special Terms

The following additional terms apply in respect of Uber Direct APIs:

1. SCOPE OF UBER DIRECT API SERVICES

1.1 Access to Uber Direct API

(a) Subject to Merchant and/or the Aggregator taking any necessary steps, Uber will:

(i) provide you with access to Uber Direct via the Uber Direct API; or

(ii) work with the Aggregator on a technical integration of the Uber Direct API with the Merchant Platform or Reseller Platform, which will provide you with access to Uber Direct via the Uber Direct API.

(b) Access to Uber Direct via the Uber Direct API is provided to you by Uber for no charge.

(c) Uber reserves the right to add, remove and update features and functionality of the Uber Direct API at any time.

1.2 Licence to Uber Direct API

(a) Subject to you complying with the terms of this Agreement, Uber hereby grants you for no charge a revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, non-assignable limited licence to use the Uber Direct API (and no other APIs) during the Term solely for the purpose of sharing Merchant Data and Uber Data in relation to the provision of Courier Services to you by Uber.

(b) You may only use the Uber Direct API in connection with your use of the Courier Services under this Agreement.

1.3 Uber Direct API Functionality

The Uber Direct API will enable you to:

(a) request Courier Services from Uber;

(b) exchange Merchant Data and Uber Data via the Uber Direct API; and

(c) use additional features or functionality added to the Uber Direct API from time to time.

2. USE RESTRICTIONS

2.1 Without limiting the API TOU, you must not allow any other party to, and shall ensure your Representatives and Merchant do not themselves nor allow any other party to:

(a) use the Uber Direct API for any reason unconnected with the Aggregator Services or for Merchant to request the provision of Courier Services;

(b) use the Uber Direct API in any way other than that which is in Uber’s opinion reasonable, non-detrimental to Uber and in accordance with Uber’s written guidance;

(c) aggregate non-corporate or non-franchised stores to its developer account; and

(d) share with a third party (or enable a third party to use) any operational, technical or other data obtained through the use of the Uber Direct API in any manner that is competitive to Uber or any of its Affiliates, including, without limitation, in connection with any application, website or other product or service that also includes, features, endorses, or otherwise supports in any way a third party that provides services competitive to the products and services of Uber or its Affiliates.

2.2 Responsibility for use of the Uber Direct API

(a) Subject to section ‎2.2(b) of this Appendix 1, you are responsible for all charges incurred by you via the use of the Uber Direct API, regardless of whether or not a charge was authorised by you. You will be responsible for charges incurred due to fraudulent or other unpermitted activity on the part of use of the Uber Direct API. You must notify Uber promptly upon discovery of fraudulent or unpermitted activity occurring via your access to the Uber Direct API.

(b) Your responsibility for charges incurred in accordance with section ‎2.2(a) of this Appendix 1 is limited to the extent that charges have been incurred as a result of any fraudulent, unlawful or negligent act or omission by Uber or its Affiliates.

2.3 Requirements to use Uber Direct API

(a) You may not use the Uber Direct API if you:

(i) determine that you are unable to comply with this Agreement; or

(ii) you are prohibited by applicable Law from accessing or using the Uber Direct API.

2.4 Compliance

(a) Your access, implementation and use of the Uber Direct API must be in compliance with all applicable:

(i) Laws (including, without limitation, laws regarding the import or export of data or software, privacy, and local laws);

(ii) third party rights (including any applicable Intellectual Property Rights); and

(iii) Uber’s reasonable ongoing instructions.

(b) You represent and warrant that you will only use the Uber Direct API in connection with legally permissible activities in accordance with the terms of this Agreement.

(c) Each party represents and warrants that it:

(i) will not intentionally include any virus, Trojan horse, worm, spyware, or other software designed to tamper with, damage, or destroy any computing system or network environment (Unauthorised Code) via the Uber Direct API; and

(ii) will use commercially reasonable efforts to maintain physical, technical, and administrative safeguards reasonably designed and implemented to detect and protect against the introduction of Unauthorised Code into its platform in accordance with generally-accepted industry practices.

(d) Uber may require you to promptly certify certain aspects of your compliance with this Agreement, including:

(i) your compliance with this section ‎2.4; and

(ii) your security and data use practices (including the details of any privacy or security incidents relating to services provided by Uber and its Affiliates (including this Agreement), or otherwise potentially involving data of Uber users).

(e) Uber will provide the form of certification which must be signed by an authorised officer of your entity.

3. USE OF DATA

3.1 Uber Data

(a) Uber will share with you certain limited data (which may qualify as Personal Data) via the API Services for you to pass through to the Merchant, which may include:

(i) Courier's first name and last initial;

(ii) Courier's anonymised phone number;

(iii) Courier’s partial licence plate (last 4 digits);

(iv) Courier's obfuscated latitude and longitude as defined by Uber and its Affiliates; and

(v) evidence of applicable proof of delivery

(Courier Data). Courier Data is considered Uber Data for the purposes of this API Licensing Agreement.

(b) Subject to the terms of this API Licensing Agreement, Uber grants to you for no charge a non-exclusive, non-transferable, non-sublicensable, limited right and licence to use the Uber Data during the Term solely for the purposes set out in the API Licensing Agreement and in accordance with applicable Data Protection Law.

3.2 Use and restrictions for Uber Data

(a) Without limiting any restrictions set out in this API Licensing Agreement, you must not process, store, aggregate, or otherwise use Uber Data in any manner except solely as necessary to pass through the Uber Data to the relevant Merchant via the interface built by you to connect Merchant Platform with the Uber Direct API.

(b) You must delete all Uber Data and all notes, analyses and compilations containing Uber Data within 6 months of receiving such data.

(c) You represent and warrant that you will use the Uber Data solely as permitted under this section ‎2.2.

3.3 Merchant Customer Data

(a) You will share with Uber certain limited data (which may qualify as Personal Data) via the API Services to facilitate the provision of Courier Services, which may include:

(i) Customer’s full name;

(ii) Customer’s delivery address;

(iii) Customer’s phone number;

(iv) Customer’s email address;

(v) corresponding Order details; and

(vi) Merchant generated Customer ID,

(Merchant Customer Data). Merchant Customer Data is considered Merchant Data for the purposes of this API Licensing Agreement.

4. PRIVACY

4.1 Compliance with Data Protection Law

Each party must comply with the obligations applicable to it under the Data Protection Law with respect to the processing of Personal Data.

4.2 Restrictions

Uber and its Affiliates agree to only process Provider Personal Data for the purposes set out in sections 2.3-2.4. You agree to only process Uber Personal Data for the purposes set out in sections 2.1-2.2.

5. YOUR OBLIGATIONS

5.1 Design Implementation

You must interface the Uber Direct API with the Merchant Platform or Reseller Platform (as applicable) in a manner consistent with Uber or its Affiliates’ reasonable instructions and the information provided by Uber or its Affiliate, as may be updated from time to time. Uber and its Affiliates are not responsible, nor obliged to pay or compensate you for the costs, expenses and fees that you incur for the implementation or for the provision of Aggregator Services. 

5.2 Integration

If applicable, you agree to use good faith efforts to provide integration services related to the Uber Direct API for all of your clients who wish to use the Uber Direct API. For the sake of clarity, you agree that you will work with Uber and its Affiliates to identify such merchants on an ongoing basis. You agree that you have no right to compensation from Uber in relation to any integration services performed in connection with this API Licensing Agreement.

5.3 Launch

You must ensure the Uber Direct API is integrated with the Merchant Platform or Reseller Platform (as applicable) and is tested and launched in accordance with an implementation timeframe that is separately agreed by the parties in writing. The parties agree to work together on review and testing of pre-release versions of the Merchant Platform or Reseller Platform that include the Uber Direct API.

6. YOUR CLIENTS

6.1 If you are a Reseller Aggregator and you offer your Reseller Platform for use by others outside of your entity, you must maintain a user agreement and a legally compliant privacy policy for your Reseller Platform that is prominently identified or located where Clients download or access your Reseller Platform. You must immediately notify Uber in writing of any breach of your user agreement or privacy policy that impacts, or may impact, your Clients’ use of the Uber Direct Services.

7. PRODUCTS AND CONTENT

7.1 Your Products

(a) Subject to the rights granted to Uber and its Affiliates and limitations in this Agreement, you reserve and retain sole and exclusive ownership of all right, title, and interest in and to:

(i) your extensions and applications (including the Merchant Platform or Reseller Platform, as applicable); and

(ii) all modifications, corrections, repairs, translations, enhancements, and other derivative works and improvements of your extensions and applications (including the Merchant Platform or Reseller Platform, as applicable),

(Your Products), to the extent Your Products do not infringe any of Uber's or its Affiliate's Intellectual Property Rights. You are solely responsible for all costs incurred by you in the creation and maintenance of Your Products.

(b) You are solely responsible for selecting all content made available through and contained in Your Products and for ensuring that such content complies with this Agreement and any other requirements applicable to such content. You are fully responsible for any information you provide to Uber or its Affiliates via the Uber Direct API.

(c) You represent and warrant that:

(i) you have the right to distribute, or otherwise make available Your Products to your end users;

(ii) Your Products comply with all applicable Laws as well as applicable terms of service and privacy notices; and

(iii) Your Products do not and will not infringe the rights of any third party.

7.2 Your Content and Marks

Uber and its Affiliates may:

(a) produce and distribute incidental depictions, including publicly available screenshots, video, or other content from your Uber Direct API client; and

(b) use your company or product name, trademarks, and trade dress,

(together Your Content and Marks) in the course of Uber's or its Affiliates worldwide promotion, marketing, or demonstration of the Uber Direct API.

7.3 Third Party Content

The Uber Direct API and related services may contain content owned by a third party. This content is the sole responsibility of the third party that makes it available. Additionally, content accessible through the Uber Direct API may be subject to the Intellectual Property Rights of third parties. User-generated content obtained by Uber or its Affiliates will be governed by Uber's User Generated Content Policy available at: https://www.uber.com/legal/en/document/?name=user-generated-content-policy&country=great-britain&lang=en (or a replacement URL).

7.4 License and Use Restrictions

Uber sets and enforces limitations on the use of the Uber Direct API. You must not circumvent, or attempt to circumvent, such limitations as they apply to the Uber Direct API or as otherwise set forth in this Agreement, except as approved in writing by Uber. Uber may limit the number or nature of network calls that you or your application (including your Merchant Platform or Reseller Platform, as applicable) may make. Uber may, acting reasonably, change such usage limits from time to time in accordance with the terms of this Agreement and may use any reasonable means to enforce its usage limitations or prevent overuse of the Uber Direct API.

8. MARKS

Each party hereby grants to the other party for no charge a limited, non-exclusive, non-transferable, non-sublicensable and non-assignable right and licence to display such party's trademarks and logo (subject to the terms and conditions of such party's standard trademark and logo usage guidelines) for purposes of reference and acknowledgement. All uses of a party's trademarks and logo will be in the form and format specified or approved by the licensing party. Except as expressly set forth herein, neither party shall be deemed to grant the other party any licence or rights under any intellectual property or other proprietary rights. All rights not granted are expressly reserved.

9. LIABILITY

Notwithstanding section 12.1(b) of the API TOU, but subject to section 12.2 of the API TOU, Uber's combined total cumulative liability of each and every kind to you under this API Licensing Agreement will not exceed £1,000, and your total cumulative liability of each and every kind to Uber under this API Licensing Agreement will not exceed £1,000.

10. SURVIVAL

The parties acknowledge and agree that sections 3, 4 and 9 of this Addendum survive the expiration and termination of this API Licensing Agreement.

11. DEFINITIONS

Aggregator Services means the services provided by you to the Merchant in order to interface the Merchant Platform with the Uber Direct API, performing data transformation and necessary integration work directed by Uber so that such systems can interface.

Courier Services means: (a) the Delivery Services that Uber purchases from independent Couriers and resells to a Merchant; and (b) live delivery tracking provided by Uber via the Uber Direct API.

Customer means a customer of a Merchant.

Delivery Person means an independent contractor who may be subcontracted by an Uber Affiliate in the Territory to undertake the Delivery Services. A Delivery Person is not an employee of Uber or any of its Affiliates and may delegate to another person to undertake the Delivery Services.

Delivery Services means the provision of delivery services in relation to your Orders provided by Uber as requested by you via the Uber Direct API.

Items means any items made available to Customers via the Merchant Platform.

Merchant Platform means any method by which Customers may place Orders with Merchant, including but not limited to Merchant’s mobile application and/or website.

Order means any order for delivery of Items placed by Customers using the Merchant Platform in connection with Courier Services.

Appendix 2 - Dashboard

WHAT IS THE DASHBOARD?

The Dashboard allows you to request Courier Services via Uber's browser-based online dashboard technology system. This Appendix 2 describes the Dashboard and the circumstances in which you may use the Dashboard.

1. APPLICATION OF THESE TERMS

The terms and conditions set out in these Service Terms will apply if you choose to access Uber Direct or request Courier Services via the Dashboard.

2. SCOPE OF SERVICES

2.1 Access to Dashboard

(a) Subject to Merchant providing relevant account information and taking any necessary steps, Uber will:

(i) establish a Corporate Account for you, if you do not already have one, which will enable you to access the Dashboard; and

(ii) provide you with access to Uber Direct via the Dashboard.

(b) Access to Uber Direct via the Dashboard is provided to you by Uber for no charge.

(c) Uber reserves the right to add, remove and update features and functionality of the Dashboard at any time.

2.2 Licence to Dashboard

(a) Subject to you complying with the terms of this Agreement, Uber grants to you for no charge a non-exclusive, non-transferable, non-sublicensable, non-assignable licence to use the Dashboard for the Term.

(b) You may only use the Dashboard in connection with your use of the Courier Services under this Agreement.

2.3 Dashboard functionality

The Dashboard will enable you to:

(a) request Courier Services from Uber;

(b) view detailed delivery or other service information, which may include, without limitation, the Administrator's name, delivery status, pickup and drop off location, delivery route, duration, Fees, delivery ID number, delivery time, expense memo and Uber Data (collectively, Dashboard Data);

(c) view active and past delivery requests;

(d) view and search past deliveries;

(e) prepare and review activity reports using Dashboard Data;

(f) add and remove Administrators;

(g) manage and update your payment method information;

(h) review and manage Payment Statements;

(i) settle outstanding payment obligations on the Corporate Account; and

(j) additional features or functionality added to the Dashboard from time to time.

3. ADMINISTRATORS

(a) Contact with you will be made via an individual representative designated by you as an administrator through the Dashboard (Administrator). You may appoint additional Administrators at your discretion.

(b) You agree to (in addition to any other requirements specified in an Addendum):

(i) maintain all Dashboard login credentials in confidence;

(ii) only permit Administrators to access the Dashboard; and

(iii) update as necessary all information of the Administrators to ensure that it is current, accurate, and complete.

(c) You are responsible for all activity that occurs under your Dashboard login credentials.

(d) You are responsible for keeping and maintaining an accurate list of Administrators authorised to access and use the Corporate Account. From time to time, Uber may review your list of Administrators via the Dashboard to ensure compliance with this Agreement.

(e) For clarity, any reference to an "Administrator" in this Agreement includes a reference to any Merchant Associate who utilises or accesses the Dashboard.

4. RESPONSIBILITY FOR USE OF THE DASHBOARD

(a) Subject to section ‎‎4(b) of these Service Terms:

(i) you are responsible for all charges incurred by Administrators via the Corporate Account, regardless of whether or not a charge was authorised by you;

(ii) you may request that Uber remove Administrators from your Corporate Account. To the extent you provide Uber with incomplete or inaccurate Administrator removal information via the Dashboard, you agree that Uber will not be responsible for charges incurred by an Administrator after you have requested Uber to remove that Administrator from the Corporate Account; and

(iii) you are responsible for charges incurred due to fraudulent or other unpermitted activity on the part of an Administrator's use of the Corporate Account. You must notify Uber promptly upon discovery of fraudulent or unpermitted activity occurring on the Corporate Account.

(b) You are not liable to pay any charges to the extent that those charges have been incurred as a direct result of any fraudulent, unlawful or negligent act or omission by Uber or its Affiliates.

Uber reserves all rights not expressly granted to you or a third party, including Administrators, under this Agreement.

Appendix 3 - Aggregator Platform

WHAT IS AN AGGREGATOR PLATFORM?

An Aggregator Platform allows you to request Courier Services via a third party's platform (such as an API, mobile application, cloud platform or website) that is integrated with Uber's APIs or systems. This Appendix 3 describes access to Uber Direct via an Aggregator Platform and the circumstances in which you can choose to use an Aggregator Platform to request Courier Services.

1. APPLICATION OF THESE TERMS

The terms and conditions set out in these Service Terms will apply if you choose to access Uber Direct or request Courier Services via an Aggregator Platform.

2. AGGREGATOR PLATFORMS

(a) Upon execution of this Agreement, you may choose to access Uber Direct and request Courier Services via an Aggregator Platform.

(b) If you choose to use an Aggregator Platform, you must comply with the Aggregator Platform Terms when using the Aggregator Platform to access Uber Direct. To the extent that there is any inconsistency between the Aggregator Platform Terms and this Agreement, you must comply with the terms of this Agreement.

(c) You acknowledge and agree that:

(i) Uber and its Affiliates have no responsibility for the operation of the Aggregator Platform. Aggregator Platforms are solely the responsibility of the relevant Aggregator. If you have any issues accessing Uber Direct or requesting Courier Services via the Aggregator Platform, then you should contact the Aggregator;

(ii) the Aggregator Platform may not support any or all features and configurations offered by Uber. Uber and its Affiliates are not responsible for which features and configurations the Aggregator Platform supports.

(iii) to the maximum extent permitted by law, Uber provides no guarantees or warranties in respect of the Aggregator Platform, including in relation to its availability, it being error free or its ability to enable you to request Courier Services; and

(iv) Uber has no responsibility for the Aggregator Terms, including your or the Aggregator's compliance with those terms. The Aggregator Terms are solely between you and the Aggregator. If you have any issues about the Aggregator Terms (including the Aggregator's compliance with those terms), then you should contact the Aggregator.

3. RESPONSIBILITY FOR USE OF THE AGGREGATOR PLATFORMS

You are responsible for all charges incurred by you via the Aggregator Platform, regardless of whether or not a charge was authorised by you; and you are responsible for charges incurred due to fraudulent or other unpermitted activity that occurs through your accounts linked to the Aggregator Platform. You must notify the Aggregator and Uber promptly upon discovery of fraudulent or unpermitted activity occurring through your accounts linked to the Aggregator Platform. You are not liable to pay any charges to the extent that those charges have been incurred as a result of any fraudulent, unlawful or negligent act or omission by Uber or their Affiliates.

4. DEFINITIONS

Capitalised terms in these Service Terms have the meanings given in section 28.1 (Definitions) of the General Terms.