Uber Eats – Merchant Agreement

Service Terms (New Zealand)

These Service Terms apply in addition to the General Terms available at http://t.uber.com/generalterms-nz (or a replacement URL) and (if applicable) your Order Form and any Addendums, depending on the services that you have chosen using the Uber Tool or as specified in your Order Form, under the agreement between you, Uber Portier B.V. (Uber) and Portier New Zealand Limited (Portier NZ) (together, the parties).

Uber and Portier NZ may amend these Service Terms, or include additional Service Terms for the expansion or introduction of services or functionalities at this page, from time to time in accordance with sections 3.3 and 14.2 of the General Terms or as otherwise agreed in writing by the parties. Unless otherwise specified, capitalised terms in each of these documents have the meaning given in the General Terms.

Different Service Terms will apply to the specific services you choose. The Service Terms for a particular service will not apply to you unless you use that service.

These Service Terms include:

• Uber Delivery Option
• Self-Delivery Option
• Non-Delivery Option
• Virtual Storefront
• Alcohol Items
• Uber Promotion Tools
• Advertising
• Webshop

Service Terms – Uber Delivery Option

What is the Uber Delivery Option?

The Uber Delivery Option allows you to offer Delivery Items via the Uber Eats App. If you choose the Uber Delivery Option, Portier NZ will provide delivery services to customers who purchase Delivery Items from you via the Uber Eats App, under an agreement between Portier NZ and the customer. These Service Terms describe the Uber Delivery Option and the circumstances in which you can choose to use the Uber Delivery Option.

1. APPLICATION OF THESE TERMS

(a) The terms and conditions set out in these Service Terms apply to you if you have chosen to use the Uber Delivery Option for the provision of Delivery Items to your customers.

(b) If you have chosen to use the Uber Delivery Option to offer Delivery Items via the Uber Eats App:

(i) you may use the Uber Tool in accordance with the General Terms and these Service Terms to offer Delivery Items to your customers; and

(ii) for each Delivery Item, Portier NZ will deliver those Delivery Items to the customer within the Standard Delivery Area, as set out in section 2.1 below.

2. ROLES AND RESPONSIBILITIES

2.1 Uber Delivery Option

Portier NZ will provide delivery services to customers who purchase Delivery Items from you via the Uber Eats App. Portier NZ will retain sole and absolute control over the fees charged to customers for the delivery services provided by Portier NZ for Delivery Items.

2.2 No title to Delivery Items

Neither Portier NZ nor the Delivery Person takes title to any Delivery Items that are requested for delivery.

2.3 Batched trips

Portier NZ may, at its sole discretion, deliver orders to multiple customers as part of the same trip (Batched Trips). Batched Trips may include multiple orders from you, or one or more orders from you combined with one or more orders from other merchants using the Uber Eats App.

3. PAYMENT

3.1 Uber Eats Fee

(a) In consideration for the Portier NZ Services performed in connection with the Uber Delivery Option, Portier NZ will charge you an Uber Eats Fee for each Delivery Item sold by you via the Uber Eats App, based on the ‘Uber Delivery Option’ Uber Eats Fee:

(i) as set out in your Order Form; or

(ii) if no applicable Uber Eats Fee is set out in your Order Form or if you do not have an Order Form, as specified from time to time on the Standard Fee Webpage at: https://restaurants.ubereats.com/nz/en/pricing/ (or a replacement URL).

(b) Portier NZ will calculate the Uber Eats Fee in accordance with section 5 of the General Terms.

Service Terms – Self-Delivery Option

What is the Self-Delivery Option?

The Self-Delivery Option allows you to offer Self-Delivery Items via the Uber Eats App. If you choose the Self-Delivery Option, you will provide delivery services (performed by your Delivery Staff) to customers who purchase Self-Delivery Items from you via the Uber Eats App. These Service Terms describe the Self-Delivery Option and the circumstances in which you can choose to use the Self-Delivery Option.

1. APPLICATION OF THESE TERMS

(a) The terms and conditions set out in these Service Terms apply to you if you have chosen to use the Self-Delivery Option to deliver Self-Delivery Items to your customers.

(b) If you have activated the Self-Delivery Option, you may use the Uber Tool in accordance with the General Terms and these Service Terms to:

(i) offer Self-Delivery Items to your customers (to be delivered by your Delivery Staff within your Self-Delivery Areas);

(ii) set your Self-Delivery Areas and Estimated Fulfilment Times;

(iii) set your Self-Delivery Fees and Additional Self-Delivery Fees (if any); and

(iv) manage your delivery settings.

(c) If you use the Self-Delivery Option, you acquire the Uber Services on the condition that:

(i) when you have selected the 'Use your delivery staff’ delivery setting in the Uber Tool, Portier NZ will not supply delivery services to customers who are located within your Self-Delivery Area, when they order Self-Delivery Items from you via the Uber Eats App; and

(ii) Portier NZ will not supply delivery services to customers who are located within the Expanded Delivery Area when they order Delivery Items from you via the Uber Eats App unless you have selected the 'Reach customers outside your area' delivery setting in the Uber Tool.

(d) For the avoidance of doubt, nothing in section 1(c) above, these Service Terms or your Agreement, prevents or is intended to restrict:

(i) you from: (A) supplying your Items to customers outside the Uber Eats App, or offering delivery services to customers who purchase your Items outside the Uber Eats App; or (B) changing the geographic coverage of your Self-Delivery Area using the Uber Tool; or

(ii) Portier NZ from supplying delivery services to: (A) customers who are located within your Self-Delivery Area when they order Delivery Items from you via the Uber Eats App if you have selected the 'Use Uber Delivery’ delivery setting in the Uber Tool; (B) customers who are located outside your Self-Delivery Areas when they order Delivery Items from you if you have selected the 'Reach customers outside your area' option in the Uber Tool; or (C) customers who are located within your Self-Delivery Area when they order Items via the Uber Eats App from other merchants in that geographic area.

2. SELF-DELIVERY RESPONSIBILITIES

2.1 Self-Delivery Services

(a) If you use the Self-Delivery Option you must provide the Self-Delivery Services to your customers in accordance with these Service Terms.

(b) Without limiting any other part of these Service Terms, you are:

(i) solely responsible for the delivery of Self-Delivery Items ordered by a customer from you using the Uber Eats App; and

(ii) responsible for supporting your customer orders for Self-Delivery Items, including: (A) providing Portier NZ with a customer service phone number that will be displayed to customers in the Uber Eats App so that customers may direct their support inquiries to you; (B) taking calls from customers in relation to your Self-Delivery Services; (C) providing updates on the estimated arrival time of Self-Delivery Items; and (D) making order changes to Self-Delivery Items where requested by a customer.

(iii) You are also responsible for ensuring that the Self-Delivery Services are conducted safely and meet all requirements under the Agreement and all applicable Uber Policies.

(c) Without limiting any of your other obligations, it is your responsibility to:

(i) determine the most effective, efficient and safe manner to provide Self-Delivery Services; and

(ii) provide all necessary equipment, tools and other materials necessary to provide Self-Delivery Services, at your own cost.

(d) In relation to the delivery of each Self-Delivery Item that has been ordered from you by your customer using the Uber Eats App, you (with your Delivery Staff) will have possession, control and care of the Self-Delivery Items until it is delivered to your customer.

(e) Without limiting section 4.4 of the General Terms, it is your responsibility to:

(i) use the Uber Tool to manage marketplace conditions in connection with the provision of the Self-Delivery Services, including your Self-Delivery Fees, Self-Delivery Additional Fee (if any), Self-Delivery Areas and Estimated Fulfilment Times; and

(ii) determine whether to offer Self-Delivery Services or use the Uber Delivery Option, or a combination of both (to the extent it is possible to do so using the Uber Tool), and to manage your delivery settings in accordance with section 2.3 of these Service Terms.

2.2 Your relationship with Delivery Recipients

(a) You acknowledge and agree that:

(i) neither Uber, Portier NZ nor any of their Affiliates is responsible or liable for the acts or omissions of any of your Delivery Staff or the Transportation Method used by your Delivery Staff;

(ii) you may be liable to customers, Delivery Staff or other third parties as a result of your or your Delivery Staff's acts or omissions or the Transportation Method used by your Delivery Staff; and

(iii) Uber, Portier NZ or their Affiliates may release contact and/or insurance information about you and/or your Delivery Staff (if applicable) to a Delivery Recipient or other third party authorised by the Delivery Recipient on the reasonable request of a Delivery Recipient (for example, in connection with an accident).

(b) You are also responsible for taking reasonable precautions to protect yourself, your Delivery Staff and third parties in relation to the acts or omissions of a Delivery Recipient or other third parties.

(c) You must not, and must ensure that your Delivery Staff do not, contact any Delivery Recipient, or use any of their Personal Data, for any reason other than for the provision of the Self-Delivery Services.

(d) To the extent that any Personal Data of Delivery Recipients is printed or written on a receipt and transferred to your Delivery Staff, you must procure that:

(i) your Delivery Staff provides that receipt to the Delivery Recipient on delivery of the Item; or

(ii) if the delivery cannot be completed or if the receipt is not otherwise provided to the Delivery Recipient, your Delivery Staff returns the receipt to you and that you dispose of the receipt in a secure way.

(e) Without limiting section 2.2(d) above, you must not retain any Customer Information or Personal Data of a customer for longer than it takes to fulfil the Self-Delivery Services for that customer's particular order.

2.3 Managing your delivery settings

(a) It is your responsibility to manage your delivery settings in the Uber Tool and to ensure that:

(i) your preferred delivery settings have been activated for your account prior to accepting orders; and

(ii) the delivery settings you select are appropriate for your own individual circumstances.

(b) If you are eligible to use the Self-Delivery Option, you may use the Uber Tool to select any of the following delivery settings:

(i) 'Use your delivery staff', in which case section 2.4 of these Service Terms applies;

(ii) 'Use your delivery staff' and 'Reach customers outside your area', in which case section 2.5 of these Service Terms applies; and

(iii) 'Use Uber Delivery', in which case section 2.6 of these Service Terms applies.

(c) You may change your delivery settings by using the Uber Tool.

(d) You acknowledge that your Uber Eats Active Area will be the Self-Delivery Area and Expanded Delivery Area (if any), subject to Portier NZ's rights under section 3.6 of the Merchant Agreement General Terms.

2.4 Delivery setting – 'Use your delivery staff'

(a) This section 2.4 applies to you whenever the 'Use your delivery staff' delivery setting is activated for your account.

(b) When you activate the 'Use your delivery staff' delivery setting for your account:

(i) your customers will be able to use the Uber Eats App to order Self-Delivery Items if their delivery address is in your Self-Delivery Areas;

(ii) for each order placed with you for Self-Delivery Items via the Uber Eats App: (A) the Uber Eats Fee payable by you will be calculated by reference to the applicable 'Self-Delivery Option’ Uber Eats Fee (as further described in section 8 below); (B) the Self-Delivery Fees and Additional Self-Delivery Fees payable by your customers will be determined in accordance with section 2.7 of these Service Terms; and (C) you must use reasonable endeavours to deliver the order within the Estimated Fulfilment Time.

(c) If you wish to offer Delivery Items for delivery outside your Self-Delivery Areas on the Uber Eats App, you can select the 'Reach customers outside your area' delivery setting using the Uber Tool. This will enable you to offer Delivery Items for delivery services provided by Portier NZ (using the Uber Delivery Option) outside of your Self-Delivery Areas.

2.5 Delivery setting – 'Use your delivery staff' and 'Reach customers outside your area'

(a) This section 2.5 applies to you whenever the 'Use your delivery staff' and 'Reach customers outside your area' delivery settings are activated for your account at the same time.

(b) When you activate the 'Use your delivery staff' and 'Reach customers outside your area' delivery settings for your account:

(i) your customers will be able to use the Uber Eats App to place a delivery order for: (A) Self-Delivery Items, if their delivery address is in the Self-Delivery Area(s); or (B) Delivery Items, if their delivery address is in the Expanded Delivery Area;

(ii) you will be able to use the Uber Tool to offer Delivery Items for delivery services provided by Portier NZ (using the Uber Delivery Option) in the Expanded Delivery Area;

(iii) each order placed with you via the Uber Eats App for delivery in the Expanded Delivery Area: (A) will be completed as a Delivery Item order in accordance with the General Terms and the Service Terms for the Uber Delivery Option; (B) will be subject to an Uber Eats Fee calculated by reference to the 'Uber Delivery Option' Uber Eats Fee in accordance with the Service Terms for the Uber Delivery Option; and (C) will be visible to the customer on the Uber Eats App as a Delivery Item (and not a Self-Delivery Item); and

(iv) section 2.4 of these Service Terms will apply to each order placed with you via the Uber Eats App for Self-Delivery Items.

(c) You can activate the 'Reach customers outside your area' delivery setting at any time. However, when the Self-Delivery Area for your location is larger than the Standard Delivery Area for your location, the visibility of your Items will be no different from what is available for the Self-Delivery Area (and there will be no Expanded Delivery Area).

2.6 Delivery setting – 'Use Uber Delivery'

(a) This section 2.6 applies to you whenever the 'Use Uber Delivery' delivery setting is activated for your account.

(b) When you activate the 'Use Uber Delivery' delivery setting for your account:

(i) your customers will be able to use the Uber Eats App to order Delivery Items;

(ii) you will be able to use the Uber Tool to offer items for delivery services provided by Portier NZ (using the Uber Delivery Option) in the Standard Delivery Area for your location; and

(iii) each order placed with you via the Uber Eats App for delivery in the Standard Delivery Area for your location: (A) will be completed as a Delivery Item order in accordance with the General Terms and the Service Terms for the Uber Delivery Option; (B) will be subject to a Uber Eats Fee calculated by reference to the 'Uber Delivery Option' Uber Eats Fee in accordance with the Service Terms for the Uber Delivery Option; and (C) will be visible to the customer on the Uber Eats App as a Delivery Item (and not a Self-Delivery Item).

2.7 Setting your Self-Delivery Fees, Additional Self-Delivery Fees, Self-Delivery Areas and Estimated Fulfilment Times

(a) You are responsible for setting the Self-Delivery Fees, Self-Delivery Areas and Estimated Fulfilment Times for your Self-Delivery Services, using the Uber Tool or by providing notice to Portier NZ. You may, where specified in the Uber Tool and permitted by Uber and Portier NZ, also specify Additional Self-Delivery Fees.

(b) Any Self-Delivery Fees and Additional Self-Delivery Fees will be charged to your customer as 'Additional Fees and Charges' in accordance with section 5 of the General Terms.

(c) You must set your Self-Delivery Fee, Additional Self-Delivery Fees (if permitted), Self-Delivery Area and Estimated Fulfilment Times using the Uber Tool, before you start offering the Self-Delivery Services.

(d) You may set more than one Self-Delivery Area using the Uber Tool or by providing notice to Portier NZ. For each Self-Delivery Area, you must set the applicable Self-Delivery Fee, Additional Self-Delivery Fees (if permitted) and Estimated Fulfilment Time using the Uber Tool or by providing notice to Portier NZ, before you start offering Self-Delivery Services in that Self-Delivery Area. If two or more of your Self-Delivery Areas overlap, the lower Self-Delivery Fee and Additional Self-Delivery Fees (if permitted) will be charged to your customer and your customer will be shown the shorter Estimated Fulfilment Time.

(e) You acknowledge that adverse weather events may affect your ability to deliver Delivery Items and fulfilment times. It is your responsibility to update your Self-Delivery Area during adverse weather events and other events that affect your ability to fulfil orders. Portier NZ reserves the right to update the Uber Eats Active Area in accordance with section 3.6 of the General Terms, to manage marketplace conditions, including supply and demand, with a view to ensuring the efficient and reliable operation of the Uber Eats marketplace for all participants.

(f) You may change your Self-Delivery Fees, Additional Self-Delivery Fees (if any), Self-Delivery Areas or Estimated Fulfilment Times at any time using the Uber Tool, or by providing notice to Portier NZ. Portier NZ will endeavour to make your requested update(s) in the Uber Eats App within 7 days of receiving your request (but makes no guarantee to do so within that time period).

(g) The Self-Delivery Fees or Additional Self-Delivery Fees set by you must include GST, but you are solely responsible for determining all applicable taxes and identifying and informing Portier NZ of the appropriate tax amount for Uber to collect on your behalf.

(h) Notwithstanding any other term of this Agreement, Portier NZ may increase an Estimated Fulfilment Time where Portier NZ reasonably considers that the actual time to complete the delivery of an order is likely to be longer than the Estimated Fulfilment Time that you have set for that order. For the avoidance of doubt, Portier NZ is not required to provide you with notice prior to implementing any such increase.

3. DELIVERY STAFF

3.1 Responsibility for Delivery Staff

You acknowledge and agree that:

(a) you are solely responsible for all employment liabilities and obligations to Delivery Staff, including compensation, taxes, insurance, mandatory contributions and benefits of any kind, including but not limited to sick leave, holiday leave, long service leave, superannuation, gratuities, allowances, severances, profit sharing, or other benefits or remuneration;

(b) your Delivery Staff operate under your retail licence and control and you are solely responsible for your Delivery Staff, including any acts or omissions engaged in by your Delivery Staff;

(c) your Delivery Staff have no relationship with Uber or Portier NZ and Uber and Portier NZ do not, and will not be deemed to, direct or control:

(i) Delivery Staff, the performance of the delivery services by them, or their working environment, and you assume all responsibility for obligations arising from your Delivery Staff's performance of the Self-Delivery Services, including under work health and safety laws; and

(ii) you or your Delivery Staff generally or in your or their performance under the Agreement specifically, including in connection with the operation of your business, the provision of Delivery Staff, the acts or omissions of Delivery Staff, or the operation and maintenance of any Transportation Method;

(d) you have complete discretion to operate your independent business and direct your Delivery Staff at your own discretion, including the ability to provide services at any time to any third party separate and apart from the Self-Delivery Services;

(e) you are solely responsible for the selection of your Delivery Staff, including undertaking any background checks and right to work checks in relation to your Delivery Staff (in order to ensure compliance with section 3.2(b)(v) of these Service Terms); and

(f) you will not, and will ensure that your Delivery Staff do not:

(i) display Uber's, Portier NZ's or any of their Affiliates' names, logos or colours on any Transportation Method; or

(ii) wear a uniform or any other clothing displaying Uber's, Portier NZ's or any of their Affiliates' names, logos or colours.

The foregoing does not apply if you and Uber and/or Portier NZ (as applicable) have agreed otherwise or if required by law.

3.2 Provision of Self-Delivery Services by Delivery Staff

(a) You must ensure that your Delivery Staff perform the Self-Delivery Services on your behalf in accordance with the applicable terms of the Agreement.

(b) Without limiting section 3.2(a) of these Service Terms, when your Delivery Staff perform the Self-Delivery Services on your behalf, you must ensure that your Delivery Staff at all times:

(i) do so in a professional manner with due skill, care and diligence;

(ii) maintain high standards of professionalism, service and courtesy;

(iii) perform the Self-Delivery Services safely and in accordance with all applicable Laws;

(iv) perform the Self-Delivery Services in accordance with applicable Uber Policies, including the Community Guidelines;

(v) hold all licences, insurances, permits, work entitlements or status, approvals and authority necessary for your Delivery Staff to provide Self-Delivery Services in the Territory and to use the chosen Transportation Method; and

(vi) follow all reasonable instructions for drop off given by a Delivery Recipient.

(c) Delivery Staff should wait for at least 5 minutes for a Delivery Recipient to collect the Item(s) from the Delivery Staff. You are under no obligation to require your Delivery Staff to wait, but if your Delivery Staff do not wait for at least 5 minutes, you may not be entitled to payment.

3.3 Transportation Method

(a) Your Delivery Staff must hold and maintain a valid applicable licence with the appropriate level of certification to operate the Transportation Method assigned to that Delivery Staff (e.g. a driver's licence if the Transportation Method is a motor vehicle).

(b) The Transportation Method used by your Delivery Staff must at all times during the term of the Agreement:

(i) be in a clean and sanitary state and be suitable to provide the Self-Delivery Services;

(ii) be properly registered and licensed to operate as a delivery vehicle in the Territory, to the extent required by Law;

(iii) be insured in accordance with all local compulsory limits for operating a delivery vehicle;

(iv) be owned or leased by you or your Delivery Staff, or in the lawful possession of you or the relevant Delivery Staff; and

(v) be maintained in good operating condition, consistent with industry safety and maintenance standards for a Transportation Method of its kind and any additional standards or requirements in the applicable Territory.

3.4 Ratings

You acknowledge and agree that after completion of a delivery as part of the Self-Delivery Services, Delivery Recipients may be prompted by Uber's technology platform to provide:

(a) a rating of your Self-Delivery Services and your Delivery Staff; and

(b) optionally, comments or feedback about your Self-Delivery Services and your Delivery Staff.

Portier NZ and their Affiliates reserve the right to use, share and display the ratings and comments of Delivery Recipients in any manner in connection with the business of Portier NZ and their Affiliates without attribution to or approval from you or the applicable Delivery Staff.

3.5 Incidents

(a) You are responsible for appropriately handling, responding to and remedying any incidents or safety events that occur while your Delivery Staff are performing Self-Delivery Services.

(b) Without limiting your obligations under section 3.5(a), Portier NZ will handle incidents or safety events that occur while you or your Delivery Staff are performing the Self-Delivery Services where those incidents or events are reported to Portier NZ, Uber or its Affiliates (each an Incident) in accordance with this section 3.5.

(c) Without limiting the provisions of the General Terms (including these Service Terms), if Portier NZ's review of any Incident finds inappropriate behaviour by you or your Delivery Staff or demonstrates to Portier NZ (acting reasonably) that the Incident is severe:

(i) Portier NZ may suspend your ability to use the Self-Delivery Option or, where permitted under section 13.2 of the General Terms, your account or ability to access the Uber Tool (in each case acting reasonably);

(ii) Portier NZ will notify you that action is required to resolve or respond to the Incident (Incident Notice);

(iii) you must take reasonable steps to ensure that the cause of the Incident is promptly identified and remedied (including taking any necessary steps including disciplinary action in respect of your Delivery Staff); and

(iv) within 5 days of receiving an Incident Notice, you must provide Portier NZ with a response to the Incident Notice which includes appropriate details of the steps taken to resolve or respond to the Incident.

(d) If:

(i) you have not remedied the cause of the Incident in accordance with section 3.5(c)(iii) of these Service Terms; and

(ii) Portier NZ: (A) finds inappropriate behaviour by any of your Delivery Staff in a subsequent Incident; (B) deems a subsequent Incident to be severe; or (C) you do not provide Portier NZ with a suitable response to the Incident within 5 days of receiving an Incident Notice (as determined by Portier NZ, acting reasonably),

you will be deemed to have committed a material breach of your obligations under this Agreement and Uber or Portier NZ may deactivate or otherwise restrict you from accessing or using the Self-Delivery Option in accordance with section 13.2 of the General Terms or suspend your ability to use the Self-Delivery Option until such time that you can demonstrate to Portier NZ's reasonable satisfaction that reasonable steps have been taken to prevent future Incidents in respect of you, your Delivery Staff and the Self-Delivery Services.

(e) You must not allow Delivery Staff to perform Self-Delivery Services on your behalf if they have been found to have violated the Community Guidelines.

3.6 Personal Data of Delivery Staff

(a) Without limiting section 8.2 of the General Terms and subject to applicable law, Uber and its Affiliates may collect your or your Delivery Staff's Personal Data during the course of your application for, and use of, the Uber Services, or may obtain information about you or Delivery Staff from third parties. Such information may be stored, processed, transferred and accessed by Uber and its Affiliates, third parties and Delivery Staff for legitimate business and regulatory and compliance purposes, including:

(i) there is a complaint, incident, safety event, dispute or conflict (including an accident), involving any Delivery Staff;

(ii) it is necessary to enforce the terms of this Agreement;

(iii) it is required, in Uber's or any Affiliate's sole discretion, by applicable law or regulatory requirements (eg, Uber or its Affiliates receive a subpoena, warrant, or other legal process for information);

(iv) it is necessary, in Uber's or any Affiliate's sole discretion, to: (A) protect the safety, rights, property or security of Uber or its Affiliates, the Uber Services or any third party; (B) protect the safety of the public for any reason including the facilitation of insurance claims related to the Uber Services; (C) detect, prevent or otherwise address fraud, security or technical issues; or (D) prevent or stop activity which Uber or any of its Affiliates, in their sole discretion, may consider to be, or to pose a risk of being, an illegal, unethical, or legally actionable activity;

(v) marketing, lead generation, service development and improvement, analytics, industry and market research; or

(vi) it is required or necessary, in Uber's or any Affiliate's sole discretion, for insurance or other purposes related to you and/or Delivery Staff. You expressly consent to such use of Personal Data, and shall inform and obtain the consent of each Delivery Staff.

(b) You acknowledge, and will make your Delivery Staff aware, that Uber and its Affiliates may retain Personal Data of you and your Delivery Staff for legal, regulatory, safety and other necessary purposes after this Agreement is terminated.

(c) Uber and its Affiliates process Personal Data (including that referenced in section 3.6(a) of these Service Terms) as provided in the privacy notice currently available at https://www.uber.com/legal/en/document/?name=privacy-notice&country=new-zealand&lang=en-au (or a replacement URL).

4. PAYMENT

4.1 Self-Delivery Uber Eats Fee

(a) In consideration for the Portier NZ Services performed in connection with the Self-Delivery Option, Portier NZ will charge you a Uber Eats Fee for each Self-Delivery Item sold by you via the Uber Eats App, based on the ‘Use your own Delivery Staff (Self-Delivery)’ Uber Eats Fee:

(i) as set out in your Order Form; or

(ii) if no applicable Uber Eats Fee is set out in your Order Form or if you do not have an Order Form, as specified from time to time on the Standard Fee Webpage at: https://restaurants.ubereats.com/nz/en/pricing/ (or a replacement URL).

(b) For the avoidance of doubt, Portier NZ will charge you an Uber Eats Fee for each Delivery Item sold by you via the Uber Eats App (including any Delivery Items sold via the options under sections 2.5 and 2.6 above), in accordance with the General Terms and the Service Terms applicable to the Uber Delivery Option.

(c) Portier NZ will calculate the Uber Eats Fee in accordance with section 5 of the General Terms.

4.2 Additional Fees and Charges

The Additional Fees and Charges that may be charged by you that relate to Self-Delivery Items include the:

(a) Self-Delivery Fees; and

(b) Self-Delivery Additional Fees (if permitted),

set by you in accordance with section 2.7 above.

4.3 Tips

For the sale of Self-Delivery Items, unless otherwise selected by you, you agree to allow customers to provide tips through the Uber Eats App. Uber will remit to you the full value of any tips provided by customers. It is your sole responsibility to comply with all applicable laws regarding the distribution of any tips.

5. DEFINITIONS

(a) Except as specified below, capitalised terms in these Service Terms have the meanings given in section 15 of the General Terms.

(b) The following additional definitions apply to these Service Terms:

Additional Self-Delivery Fees means the additional charges, such as transactional charges and other charges that relate to the delivery of the Self-Delivery Items, specified by you in the Uber Tool.

Customer Information means information about a customer or that customer’s Personal Data made available to you or Delivery Staff in connection with a request for and use of Self-Delivery Services, which may include delivery drop-off location, as well as any other relevant details specific to the Items to be delivered.

Delivery Recipient means the intended recipient of Self-Delivery Items being delivered by you, or on your behalf, in connection with the Self-Delivery Services.

Estimated Fulfilment Time means the estimated time specified by you in the Uber Tool for you to complete the delivery of an order for Self-Delivery Items within the applicable Self-Delivery Area, commencing from the time you receive an order for Self-Delivery Items through the Uber Tool and ending at the time the Delivery Recipient receives their order.

Expanded Delivery Area means the area outside your Self-Delivery Areas that is within the then current Standard Delivery Area.

Self-Delivery Area means each delivery area specified by you in the Uber Tool for the availability of your Self-Delivery Services, within the areas in which the Uber Eats App is available to, and can be used by, customers in New Zealand to order Items.

Self-Delivery Fee means the delivery fee specified by you in the Uber Tool for the applicable Self-Delivery Area, to be charged by you to your customers for the delivery of Self-Delivery Items within that Self-Delivery Area.

Self-Delivery Services means the delivery services, and all other obligations described in section 2 of these Service Terms, that are performed by you and your Delivery Staff in order to deliver Self-Delivery Items to your customers within your Self-Delivery Area(s).

Transportation Method means the mode of transportation used by you or your Delivery Staff, or that you or your Delivery Staff propose to use, to provide the Self-Delivery Services.

Service Terms – Non-Delivery Option (Pickup)

What is the Non-Delivery Option?

The Non-Delivery Option allows you to offer Non-Delivery Items via the Uber Eats App, where your customer can pick up the Item purchased via the Uber Eats App from a specified location, without any delivery services. These Service Terms describe the Non-Delivery Option and the circumstances in which you can choose to use the Non-Delivery Option.

1. APPLICATION OF THESE TERMS

(a) The terms and conditions set out in these Service Terms apply to you if you have chosen to use the Non-Delivery Option for the provision of Non-Delivery Items to your customers.

(b) If you have chosen to use the Non-Delivery Option, as set out in your Order Form or in the Uber Tool:

(i) you may use the Uber Tool in accordance with the General Terms and these Service Terms to offer Non-Delivery Items to your customers on a Pickup basis, to be made available to your customers at a specified location; and

(ii) no delivery, or involvement from a Portier NZ or Delivery Staff, is provided or made available to your customers as part of the Non-Delivery Option. As no delivery services are provided for any Non-Delivery Items, there is no fee or charge for delivery to your customer.

2. ROLES AND RESPONSIBILITIES

2.1 Non-Delivery Option

(a) For each Non-Delivery Item that has been ordered from you by your customer using the Uber Eats App:

(i) the sale and purchase of any Non-Delivery Items (via Pickup) takes place between you and the customer; and

(ii) you will make Non-Delivery Items ordered by your customer for Pickup available at the location and during the times specified by you using the Uber Tool from time to time.

(b) You assume all responsibility for obligations arising from your customer's attendance at your location, including applicable work health and safety laws and all other applicable laws.

3. PAYMENT

3.1 Non-Delivery Uber Eats Fee

(a) In consideration for the Portier NZ Services performed in connection with the Pickup Non-Delivery Option, Portier NZ will charge you an Uber Eats Fee for each Pickup Non-Delivery Item sold by you via the Uber Eats App, based on the ‘Pickup Option’ Uber Eats Fee:

(i) as set out in your Order Form; or

(ii) if no applicable Uber Eats Fee is set out in your Order Form (if you do not have an Order Form), as specified from time to time on the Standard Fee Webpage at: https://restaurants.ubereats.com/nz/en/pricing/ (or a replacement URL).

(b) Portier NZ will calculate the Uber Eats Fee in accordance with section 5 of the General Terms.

4. DEFINITIONS

(a) Except as specified below, capitalised terms in these Service Terms have the meanings given in section 15 of the General Terms.

(b) The following additional definitions apply to these Service Terms:

Pickup means the Non-Delivery Option where you allow your customers to collect Non-Delivery Item(s) from your location.

Service Terms – Virtual Storefront

What is a Virtual Storefront?

A Virtual Storefront allows you to offer Delivery Items and/or Self-Delivery Items using the Uber Delivery Option or the Self-Delivery Option for a separate and additional electronic storefront through the Uber Eats App that does not have a physical location, if you have been approved to do so. These Service Terms describe the requirements for a Virtual Storefront and the circumstances in which you can choose to use a Virtual Storefront.

1. APPLICATION OF THESE TERMS

(a) The terms and conditions set out in these Service Terms apply to you if you have chosen to use a Virtual Storefront on the Uber Eats App for the provision of Delivery Items and/or Self-Delivery Items to your customers.

(b) If you have chosen to use a Virtual Storefront, as set out in your Order Form or in the Uber Tool:

(i) your use of a Virtual Storefront is subject to the approval of Portier NZ, acting reasonably, and your compliance with these Service Terms; and

(ii) if approved, you may use the Uber Tool in accordance with the General Terms and these Service Terms to use a separate and additional tile within the Uber Eats App through which you may prepare and sell Delivery Items and/or Self-Delivery Items to customers. For clarity, your Virtual Storefront will appear in addition to your normal menu tile(s) on the Uber Eats App.

2. ROLES AND RESPONSIBILITIES

2.1 Virtual Storefront

(a) You may only sell to customers via your Virtual Storefront Delivery Items and/or Self-Delivery Items (as applicable) that:

(i) unless otherwise agreed to by Portier NZ in writing, are materially different from the Items that you otherwise sell or make available on the Uber Eats App; and

(ii) are prepared and sold from your fully-licensed premises.

(b) To avoid doubt, you cannot sell Non-Delivery Items from a Virtual Storefront.

2.2 Marks and Business Name

(a) Section 9(b) of the General Terms applies to any Business Name (as defined in that section of the General Terms) for your Virtual Storefront, in the same way that section applies to a Business Name for any other location.

(b) In relation to any trading name or mark used by you for your Virtual Storefront (including your Business Name):

(i) unless otherwise agreed in writing, the trading name or mark will be considered your Mark, licensed to Uber and Portier NZ under section 6.3 of the General Terms and is subject to the indemnification provision in section 10 of the General Terms;

(ii) you represent and warrant at all times that: (A) the Virtual Storefront's trading name does not infringe, misappropriate, or otherwise violate any third party’s intellectual property or other proprietary rights; and (B) you have the right to display the Virtual Storefront trading name on the Uber Eats App and to grant the licence to Uber and Portier NZ under section 6.3 of the General Terms; and

(iii) you agree that Portier NZ may remove your Virtual Storefront from the Uber Eats App if Portier NZ reasonably believes that it may infringe, misappropriate, or otherwise violate any intellectual property or other proprietary rights.

3. PAYMENT

3.1 Uber Eats Fee

The Uber Eats Fee for each Item sold by you via the Uber Eats App in connection with a Virtual Storefront is as set out in the Service Terms applicable to the option you choose to use at the time the Item is sold.

4. DEFINITIONS

(a) Except as specified below, capitalised terms in these Service Terms have the meanings given in section 15 of the General Terms.

(b) The following additional definitions apply to these Service Terms:

Virtual Storefront means a location where Delivery Items and/or Self Delivery Items are prepared by you (or on your behalf) which does not have a physical storefront that is accessible by your customers.

Service Terms – Alcohol Items

Offering Alcohol Items

These Service Terms allow you to offer Alcohol Items in specific geographic locations, as part of the Uber Delivery Option, if you have been approved to provide Alcohol Items. These Service Terms describe the conditions applicable to offering Alcohol Items via the Uber Eats App and the circumstances in which you can choose to offer Alcohol Items via the Uber Eats App.

1. APPLICATION OF THESE TERMS

(a) The terms and conditions set out in these Service Terms apply to you if you have chosen to offer Alcohol Items on the Uber Eats App, which is only permitted with the prior written approval of Portier NZ.

(b) If you have chosen to offer Alcohol Items on the Uber Eats App, as set out in your Order Form or in the Uber Tool:

(i) your ability to offer Alcohol Items is subject to the approval of Portier NZ, acting reasonably, and your compliance with these Service Terms;

(ii) if approved, you may use the Uber Tool in accordance with the General Terms and these Service Terms to offer Alcohol Items as a Delivery Item, using the Uber Delivery Option; and

(iii) you acknowledge that you may only offer to sell Alcohol Items from locations in New Zealand permitted by Uber and Portier NZ.

(c) An approval from Portier NZ to offer Alcohol Items under this section may be subject to additional terms required by Portier NZ (as set out in your Order Form or an Addendum).

2. ROLES AND RESPONSIBILITIES

2.1 Alcohol Items

(a) If you make any Alcohol Items available to your customers via the Uber Eats App:

(i) you appoint Portier NZ as your agent for the purposes of displaying your Alcohol Items for sale, and allowing orders for Alcohol Items to be placed, through the Uber Eats App;

(ii) you represent and warrant at all times that you: (A) have and will maintain all licences and permits required to sell and deliver Alcohol Items; (B) will comply with all applicable Laws, regulations, and rules applicable to the advertising, promotion, sale, supply, and delivery of Alcohol Items; and (C) will comply with industry best practice advertising practices, as set out in the Code for Advertising and Promotion of Alcohol, in relation to the advertising and promotion of alcohol, including advertising of Alcohol Items via the Uber Eats App;

(iii) you must identify each Alcohol Item by telling Portier NZ via the Uber Tool;

(iv) you acknowledge that a Delivery Person may be required to return the Alcohol Item to the originating location where it was initially picked up in the event that the supply of the Alcohol Item is prohibited by applicable Law (for example, due to the age or sobriety of the recipient). You agree to accept the return of Alcohol Items in these cases and that you will not be paid for the Items.

(v) you acknowledge that Alcohol Items will only be available to your customers via the Uber Eats App during hours reasonably determined by Portier NZ based on its operational requirements and any relevant regulatory requirements; and

(vi) if any licence or permit that you require to sell, supply, and deliver Alcohol Items is suspended or cancelled at any time, you must immediately tell Portier NZ in writing of this and cease to display and sell any Alcohol Items via the Uber Eats App that cannot legally be displayed or sold from your location(s) without that licence or permit being in place and current.

(b) Unless otherwise agreed by Portier NZ, you must not sell or supply, or make available on the Uber Eats App, any Alcohol Items as Self-Delivery Items or Non-Delivery Items.

(c) You acknowledge and agree that Portier NZ will provide delivery services to customers who purchase Alcohol Items from you via the Uber Eats App, by subcontracting a Delivery Person to undertake the delivery and that the Delivery Person is responsible for verifying the age and identity of customers and confirming customers are not intoxicated when completing delivery. Uber shall provide in-app screens and tools for the Delivery Person to help complete customer identity verifications. Where applicable or required by Law, the in-app screen may enable the Delivery Person to scan a customer’s identification document and for Uber and its Affiliates to retain certain information, such as the customer’s date of birth and expiry date of the identification document to ensure that the customer is of legal drinking age.

2.2 Licences and Permits

Section 4.12 of the General Terms applies to any change or modification to any applicable licences or permits for the sale or delivery of Alcohol Items required under these Service Terms, in the same way that section applies to any change or modification to other licences or permits.

3. PAYMENT

3.1 Uber Eats Fee

The Uber Eats Fee for each Alcohol Item sold by you via the Uber Eats App is as set out in the Service Terms applicable to the option you choose to use at the time the Alcohol Item is sold.

4. DEFINITIONS

(a) Except as specified below, capitalised terms in these Service Terms have the meanings given in section 15 of the General Terms.

(b) The following additional definitions apply to these Service Terms:

Code for Advertising and Promotion of Alcohol means the Code for Advertising and Promotion of Alcohol published by the New Zealand Advertising Standards Authority, available at https://www.asa.co.nz/codes/codes/code-for-advertising-and-promotion-of-alcohol/ (or a replacement URL).

Service Terms – Uber Promotion Tools

What are the Uber Promotion Tools?

These Service Terms allow you to use Uber's Promotion Tools to feature short-term promotions that are designed and fulfilled by you to potentially stimulate customer demand. These Service Terms describe the requirements that apply to the Promotion Tools and the circumstances in which you can choose to use the Promotion Tools.

1. APPLICATION OF THESE TERMS

(a) The terms and conditions set out in these Service Terms apply to you if you choose to use the Promotion Tools offered by Uber via the Uber Tool. These Service Terms apply to Promotions created and funded by you.

(b) If you have chosen to use the Promotion Tools, as set out in your Order Form or in the Uber Tool:

(i) subject to section 2.1(a), Uber permits you to use Uber’s proprietary, automated tools to feature Promotions to your customers via the Uber Eats App (Promotion Tools); and

(ii) you permit Portier NZ to use automated tools to feature your Promotions on the Uber Eats App, in accordance with the General Terms and these Service Terms.

2. ROLES AND RESPONSIBILITIES

2.1 Promotions and Promotion Tools

(a) Your ability to use the Promotion Tools and offer Promotions under these Service Terms are subject to the General Terms and these Service Terms, any guidelines or eligibility criteria for Promotions that Uber may make available from time to time (including the requirements set out in the Retail Merchants – Quality Requirements Policy) and any limits in the functionality or technical capabilities of Uber’s tools.

(b) For each Promotion designed and fulfilled by you under these Service Terms using the Promotion Tools:

(i) each Promotion is subject to approval by Uber and Portier NZ;

(ii) unless otherwise specified by Portier NZ, you will be solely responsible for defining each Promotion (within the scope of functionality and technical capabilities provided by the Promotion Tools), including, where applicable, the start date, end date and budget (that is, your maximum spend) for each Promotion, and the categories of customers that the Promotion may be provided to;

(iii) subject to any additional guidelines, rules and terms and conditions applicable to a Promotion, you may end a Promotion at any time, without penalty. Unless you end a Promotion early, each Promotion will continue until the end date or, if applicable, your budget has been reached (whichever comes first);

(iv) you are responsible for providing to Uber and Portier NZ, at your own cost, Your Marketing Materials in respect of the Promotion in a format and within deadlines specified by Uber and Portier NZ (Your Promotion Materials), to be reproduced by Uber and Portier NZ for the fulfilment of the Promotion. You must not use, publish, distribute or otherwise communicate Your Promotion Materials prior to receiving written approval from Uber and Portier NZ; and

(v) subject to marketplace functionality, Portier NZ may provide enhanced promotional placement or other visual treatment for a Promotion during part or all of the time period that the Promotion is available. The time period of enhanced promotional placement for a Promotion may vary due to a number of factors including your budget for the Promotion, your requested start and end date for the Promotion and marketplace functionality.

2.2 Your Responsibilities

(a) You are considered the promoter of each Promotion. As such, you are solely responsible for fulfilling the terms of each Promotion provided by you to your customers, and you are solely responsible for providing and enforcing terms, conditions, or other rules for your customers governing each Promotion.

(b) You must honour and fulfil all the terms of your Promotions. You represent and warrant at all times that you will provide your Promotions in accordance with all Laws that apply to those Promotions, and that you have all necessary authority, rights, licences, consents and permissions to run your Promotions (including the rights to provide Your Promotion Materials to Uber and Portier NZ).

(c) When providing any Promotion (and using the Promotion Tools), you agree that you are subject to any additional guidelines, rules and terms and conditions applicable to those Promotions which are posted by Uber or Portier NZ on the Uber website from time to time. Uber and Portier NZ will provide you with notice of any detrimental changes in accordance with section 14.2 of the General Terms.

(d) You agree to only use and access the Promotion Tool within its functionality and technical capability and you must not circumvent or otherwise exploit the tool in a way that is not intended.

2.3 Reporting, Promotion Costs and Uber Marketing

(a) Portier NZ and its Affiliates will use reasonable endeavours to provide you with reports that each include information regarding your Promotions. This information may include the amount you have spent on each Promotion (Promotion Costs), the number of Items sold in connection with each Promotion and additional information relating to the Promotion.

(b) You are responsible for all Promotion Costs. You, Uber and Portier NZ may, from time to time, agree on additional terms and conditions that apply to the provision of certain Promotions and the relevant Promotion Costs.

(c) Uber and Portier NZ, at their discretion, may highlight or use Promotions and/or the results of Promotions in their own marketing materials, in accordance with section 2.1(b)(iv).

2.4 No Guarantees

(a) Except as required under the New Zealand Consumer Law, neither Uber, Portier NZ nor any of their Affiliates make any guarantee:

(i) that the Promotion Tools, or the ability to provide Promotions, will continue to be available or continue to operate in the same manner; or

(ii) in relation to the number of Items you will sell via the Uber Eats App, or the number of customers that will see you or your Items as a result of the Promotions you make available.

(b) You acknowledge and agree:

(i) Uber may, at any time modify, suspend or discontinue the Promotion Tools; and

(ii) Portier NZ may, at any time modify, suspend or discontinue the ability for you to provide Promotions.

Except as required under New Zealand Consumer Law, neither Uber, Portier NZ nor any of their Affiliates will be liable to you with respect to any such modification, suspension or discontinuance.

3. PAYMENT

3.1 Fees for Promotions

(a) If you are paid for an Item, you are responsible for the relevant Uber Eats Fee and Promotion Costs.

(b) Notwithstanding section 5.2 of the General Terms, for Promotions that apply to Items:

(i) your customers will see Promotions applied as a discount to the Retail Price for the Items that are purchased;

(ii) where a Promotion has been applied, the applicable Uber Eats Fee for the relevant Item will be calculated based on the discounted Retail Price (including GST) and not the full Retail Price; and

(iii) you permit Uber to apply this discount to the Retail Price applicable for each Promotion Order, which will appear as a deduction from your Item Revenue for the Promotion Order.

(c) Notwithstanding section 5.2 of the General Terms, for Promotions that apply to delivery fees:

(i) in respect of Promotion applied to orders for Self-Delivery Items offered via the Self-Delivery Option: (A) your customers will see Promotions applied as a discount to your Self-Delivery Fee; and (B) you permit Uber to apply this discount to the Self-Delivery Fee applicable for each Promotion Order;

(ii) in respect of Promotions applied to orders for Delivery Items via the Uber Delivery Option: (A) your customers will see Promotions applied as a promotion to the total order value in an amount equal to the value of the delivery fee charged to your customer (Promotion Delivery Fee); (B) you permit Uber to apply this promotion to each Promotion Order; and (C) you must pay Portier NZ an amount equal to the Promotion Delivery Fee, which will be considered part of your Promotion Costs. To avoid doubt, any Promotion applied in respect of delivery fees for Delivery Items should not be seen as a reduction in the consideration you receive for any taxable supply you make to your customer for GST purposes; and

(iii) Uber may deduct from your Item Revenue the Promotion Costs prior to remitting any Item Payment to you in accordance with section 5.4 of the General Terms.

(d) For the avoidance of doubt, this section 3.1 takes precedence over any pricing calculation set out in the General Terms or any other Service Terms.

4. DEFINITIONS

(a) Except as specified below, capitalised terms in these Service Terms have the meanings given in section 15 of the General Terms.

(b) The following additional definitions apply to these Service Terms:

Promotion Order means an order for Items by your customer through the Uber Eats App that applies your Promotion.

Service Terms – Advertising

What are Advertisements?

These Advertising Service Terms allow you to create Ad Campaigns through Ads Manager to have your locations featured in Advertisements (also referred to as “Sponsored Listings”). Advertisements are charged on a per click basis, at a rate that is based on the Auction Price and your Ad Campaign Budget. More information about Advertisements can be found here: https://restaurants.ubereats.com/nz/en/sponsored-listings/.

1. APPLICATION OF THESE TERMS

(a) The terms and conditions set out in these Service Terms apply to you if you choose to access Ads Manager, unless you have agreed to a separate Addendum in respect of Ads Manager with Uber and Portier NZ.

(b) Subject to section 2.6 below, you may only create Ad Campaigns on behalf of locations owned and operated by you and must not create any Ad Campaigns on behalf of your Franchisees or other third parties.

2. ADVERTISEMENTS

A detailed explanation of how Advertisements work, including information on placement of Advertisements, and the auction and selection process, can be found at https://restaurants.ubereats.com/nz/en/sponsored-listings/.

2.1 Ads Manager

(a) Uber authorises you to use and access Ads Manager in accordance with the terms of this Agreement.

(b) You represent and warrant that you will only permit individuals to access Ads Manager in connection with your account if they are authorised by you to create, modify and cancel Ad Campaigns.

(c) You acknowledge and agree that:

(i) you must only use and access Ads Manager within its functionality and technical capability;

(ii) you are responsible for any use of, and access to, Ads Manager in connection with your account, including any Ad Campaigns created, modified or cancelled; and

(iii) as between you, Portier NZ and Uber, Ads Manager is owned by and proprietary to Uber.

(d) The form and function of Ads Manager may change from time to time. If there is a material change to Ads Manager that is detrimental to your use of Ads Manager, Uber will provide you with at least 30 days’ notice of the change and you may cancel your Ad Campaign in accordance with section 2.2.

(e) There may be more than one version of Ads Manager, including a version that allows you to create Ad Campaigns for single locations (Single-Location Ads Manager) and a version that allows you to create Ad Campaigns for multiple locations (Multi-Location Ads Manager). You may only be permitted to access one version of Ads Manager at a time, based on your choice. Uber may impose restrictions or limitations on how frequently you may switch between versions of Ads Manager.

2.2 Creating Ad Campaigns

(a) You may create, modify or cancel Ad Campaigns (including your Bid and Ad Campaign Budget) through Ads Manager, subject to the terms of this Agreement and any other guidelines or eligibility criteria for Advertisements that Uber or Portier NZ may make available from time to time.

(b) You acknowledge and agree that:

(i) all Ad Campaigns are subject to the functionality and technical capabilities of Ads Manager and must be compliant with the requirements of this Agreement;

(ii) when you create an Ad Campaign, your Bid will be placed in an auction and only selected Bids will become Advertisements; and

(iii) the creation of an Ad Campaign does not guarantee an Advertisement.

2.3 Placement of Advertisements

(a) Bids are selected based on factors including each merchant’s bid amount and relevance to the specific user. Your relevance to a user is determined by Uber’s assessment of how likely that user is to order from you.

(b) If your Bid is selected, an Advertisement will be posted based on your Ad Campaign.

(c) You acknowledge and agree that:

(i) you will be obligated to spend up to your Ad Campaign Budget if your Bid is selected. Portier NZ will use commercially reasonable efforts to ensure your Ad Campaign Budget is not exceeded; and

(ii) you will be solely responsible for all Ad Service Fees and Additional Ad Service Fees.

(d) An Advertisement may be posted any time after it is selected and will continue until the earliest of the following:

(i) your Ad Campaign Budget is met;

(ii) Portier NZ removes the Advertisement for any reason permitted under this Agreement, including where you have failed to comply with the terms of this Agreement;

(iii) you cancel your Ad Campaign in accordance with section 2.2; or

(iv) this Agreement terminates or expires for any reason.

(e) You acknowledge that:

(i) when your Ad Campaign Budget is met, your Ad Campaign will pause for the remainder of the week and recommence the following week;

(ii) there may be short delays in the pausing of the Ad Campaign when the Ad Campaign Budget is met, due to the technical functionality of the services and, as a result, you may incur Ad Service Fees in excess of your Ad Campaign Budget in respect of Advertisements surfaced to users during that time;

(iii) the time period of the Advertisement may vary due to a number of factors including your Ad Campaign Budget, parameters set by Portier NZ and Ads Manager functionality.

(f) You may access information regarding your Advertisement(s) through Ads Manager, which will include your Ad Service Fees, associated performance metrics and any other information required by applicable Laws (Ad Information). For clarity, Ad Information, all elements of Ads Manager, and any design features and components offered and displayed (whether orally, visually, or in writing) in connection with these Service Terms (excluding Your Marketing Materials) are Uber’s and Portier NZ’s Confidential Information in accordance with section 3.6(a) of the General Terms.

(g) Portier NZ may, at any time without notice to you, remove from the Uber Eats App duplicate listings of any locations in relation to which you have an Advertisement, so that no more than one listing will appear of each such location in the Uber Eats App at the same time.

2.4 Content for Advertisements

(a) When you create an Ad Campaign, you authorise Portier NZ to assemble and format Advertisements based on Your Marketing Materials.

(b) Unless otherwise agreed in writing, Portier NZ will determine the size, placement, and positioning of your Advertisements and you acknowledge that any Advertisements shown in preview or surfaced prior may be changed by Portier NZ from time to time.

2.5 Restrictions

Without limiting any of Portier NZ’s rights under this Agreement, Porter NZ may:

(a) limit the number of Advertisements you can create at a given time;

(b) limit availability of any or all of the Advertisements (for example, to listings from certain categories or containing certain attributes);

(c) specify minimum and maximum Bids in Ads Manager; and

(d) restrict your access to Ads Manager and/or your ability to create Advertisements based on guidelines or eligibility criteria that Uber or Portier Pacific may make available from time to time (including the requirements set out in the Retail Merchants – Quality Requirements Policy).

2.6 Special Terms for Franchisors

(a) This section 2.6 only applies if you are a Franchisor.

(b) Subject to the terms of this Agreement, you may create and manage Ad Campaigns on behalf of your Franchisees using the Multi-Location Ads Manager, provided that the Franchisee has consented to:

(i) you creating and managing Ad Campaigns on their behalf; and

(ii) having restrictions on their ability to access Ads Manager and create Ad Campaigns.

(c) If you are creating or managing an Ad Campaign on behalf of a Franchisee:

(i) you represent and warrant that you have obtained all necessary consents from the Franchisee (including those specified in section 2.6(b) above); and

(ii) you acknowledge and agree that you will be solely responsible for all Ad Service Fees and Additional Ad Service Fees incurred in respect of your Franchisees in relation to that Ad Campaign.

(d) If any Franchisee withdraws the consent required under section 2.6(b) above, you must immediately notify Uber and Portier NZ and cancel all Ad Campaigns in respect of that Franchisee in accordance with section 2.2 above.

2.7 Special Terms for Franchisees

(a) This section 2.7 only applies if you are a Franchisee.

(b) If you are a Franchisee, you may consent to your Franchisor creating and managing Ad Campaigns on your behalf.

(c) If you have consented to your Franchisor creating and managing Ad Campaigns on your behalf, you acknowledge and agree that you:

(i) may be unable to create your own Ad Campaigns or access Ads Manager; and

(ii) will remain responsible for Your Marketing Materials used in the Ad Campaign.

3. DISCLAIMERS

Without limiting any requirements under the New Zealand consumer law:

(a) neither Uber, Portier NZ nor any of their Affiliates make any guarantee in relation to the benefit you will obtain from the Advertisement, the number of Items you will sell in connection with any Advertisement or the number of impressions or clicks your Advertisement will receive;

(b) any “recommended”, “automatic” or “default” settings in Ads Manager (including any recommended or automatic Bids or Ad Campaign Budget) are based on general aggregated information and provided for your convenience only. Neither Uber, Portier NZ nor any of their Affiliates make any guarantee in relation to the suitability of any aspect of your Ad Campaign (including the applicable Bid or Ad Campaign Budget) for your business. It is your responsibility to make your own assessments of the costs and benefits of each aspect of your Ad Campaign and to determine the suitability of any Ad Campaign for your business; and

(c) without limiting section 9(e) of the General Terms, your access to Ads Manager, as well as your ability to surface Advertisements, may be impacted by testing conducted by Uber or Portier NZ from time to time.

4. PAYMENT

4.1 Ad Service Fees

(a) In consideration for the Portier NZ Services performed in connection with any Advertisement, Portier NZ will charge the Ad Service Fees to you.

(b) Subject to your Ad Campaign Budget, Portier NZ will calculate your Ad Service Fees based on the price per click. The price that you pay per click (excluding GST):

(i) will be the Auction Price;

(ii) will never be more than the amount specified in your Bid; and

(iii) may vary based on the placement of the Advertisement.

(c) For clarity, Uber does not charge you a fee to use or access Ads Manager in accordance with the terms of this Agreement.

4.2 Additional charges

Portier NZ may charge you for any additional services you select through Ads Manager (Additional Ad Service Fees). Unless otherwise agreed in writing, Additional Ad Service Fees will be specified on the Standard Fee Webpage.

4.3 Invoicing and Payment Schedule

(a) Unless otherwise agreed in writing, you agree that Uber may deduct (in whole or in part):

(i) the Ad Service Fees; and

(ii) the Additional Ad Service Fees (if any),

payable to Portier NZ from your Item Revenue before remitting the Item Payment to you.

(b) If you choose to use the Multi-Location Ads Manager, you agree that Portier NZ may invoice you for all Ad Service Fees and Additional Ad Service Fees (if any) (Ads Invoice) incurred in respect of Ad Campaigns created by you (including any Ad Service Fees and Additional Ad Service Fees incurred in respect of Ad Campaigns created by you on behalf your Franchisees). You must pay the Ads Invoice within thirty (30) days of your receipt of such invoice from Portier NZ.

(c) Without limiting this section 4.3, Portier NZ may:

(i) set a maximum spend threshold or direct Uber to suspend your access to Ads Manager until the Ad Service Fees and Additional Ad Service Fees (if any) are paid in full;

(ii) direct Uber to collect the Ad Service Fees and Additional Ad Service Fees (if any) from you by debiting the payment method or your bank account on record; and

(iii) otherwise seek reimbursement from you by any lawful collection methods available.

5. DEFINITIONS

(a) Except as specified below, capitalised terms in these Service Terms have the meanings given in section 15 of the General Terms.

(b) The following additional definitions apply to these Service Terms:

Ad Campaign means a campaign created by you via Ads Manager specifying the terms on which you wish to place Advertisements. Your Ad Campaign must include your Bid, Ad Campaign Budget and any other details required or permitted by Ads Manager, as modified from time to time in accordance with these Service Terms.

Ad Campaign Budget means the amount you intend to spend on Ad Service Fees (excluding GST), as specified in your Ad Campaign.

Ad Service Fee means a fee for the placement of your Advertisement, calculated based on the actual number of clicks on your Advertisements at the rate determined based on the Auction Price.

Ads Manager means Uber’s proprietary, automated, self-service tool used to create and manage Ad Campaigns. Ads Manager includes the Single-Location Ads Manager and Multi-Location Ads Manager. For clarity, Ads Manager is part of the Uber Tools.

Advertisement means an advertisement placement on the Uber Eats App that will:

(a) subject to Portier NZ’s discretion, include some indicator to customers that the placement was purchased by you, such as a tag such as “ad”, “promoted” or “sponsored”;

(b) appear in the Uber Eats App (and may appear on the Uber Eats website) in a placement determined by Portier NZ, or otherwise selected by you in your Ad Campaign; and

(c) will be assembled and formatted based on Your Marketing Materials.

Auction Price means the price per click (excluding GST) determined based on factors including your Bid and Uber’s assessment of each merchant’s relevance to the specific user. For clarity, the Auction Price is always less than or equal to your Bid.

Bid means the maximum price per click (excluding GST) that you agree to offer for an Advertisement, as specified in your Ad Campaign.

Service Terms – Webshop

What is Webshop?

The Webshop Sales Channel allows customers to browse your menu and place orders via a link provided by Uber. Orders will be fulfilled in accordance with the selected Fulfilment Option and remain subject to those Service Terms. These Service Terms set out the parties’ obligations related to your use of the Webshop Sales Channel.

1. APPLICATION OF THESE TERMS

These Service Terms apply if you choose to use the Webshop Sales Channel, unless you have agreed to a separate Addendum in respect of the Webshop Sales Channel with Uber and Portier NZ.

2. WEBSHOP SALES CHANNEL.

2.1 Webshop Sales Channel

(a) Subject to the terms and conditions of this Agreement, Uber will provide you with a hyperlink for no charge to embed in your native desktop and/or mobile webpages (collectively, Your Online Marketplaces) that will allow customers to browse your menu and place order(s) for Items via the hyperlink embedded in Your Online Marketplaces for:

(i) delivery to such customer by: (A) Portier NZ in accordance with the ‘Uber Delivery Option’ Service Terms; or (B) you in accordance with the ‘Self-Delivery Option’ Service Terms; or

(ii) pick up by such customer at your location in accordance with the ‘Non-Delivery Option' Service Terms,

(collectively, the Webshop Sales Channel). Except as otherwise stated in these Service Terms, for the purpose of these Service Terms any reference to the Uber Eats App in this Agreement also includes a reference to the Webshop Sales Channel.

(b) To complete the checkout process and place an order for Items via the Webshop Sales Channel, customers will be required to either:

(i) log into their current Uber account; or

(ii) create an Uber account.

(c) Notwithstanding any other term of this Agreement, you acknowledge and agree that:

(i) once you have created the hyperlink for the Webshop Sales Channel, you may be unable to prevent users from accessing that hyperlink in the future to place orders to purchase your Items via the Webshop Sales Channel; and

(ii) ‘lead generation services’ provided by Portier NZ in relation to the Webshop Sales Channel includes the provision of demand facilitation services.

2.2 Customisations

You may be permitted to customise your Webshop Sales Channel, including by uploading content (such as images or logos) (Your Webshop Content) or by changing the colour of the page. For clarity, Your Webshop Content is deemed to be Your Marketing Materials as defined in the General Terms.

2.3 Support

Portier NZ will provide reasonable support to you in relation to the Webshop Sales Channel. You may reach out for support via http://help.uber.com.

2.4 Uber Ownership

Without limiting any part of this Agreement, Uber and its affiliates own all rights, titles and interests, including without limitation all intellectual property rights and other rights, in and to its software applications and other proprietary technology contemplated by these Service Terms, including any data structures therein, accompanying documentation, and any updates or revisions to the foregoing.

3. DATA SHARING

3.1 Order Information

(a) All data related to customer access and use of the Webshop Sales Channel, including but not limited to all Uber Eats User Data and customer Personal Data (Order Information), is Uber’s Confidential Information.

(b) Unless otherwise agreed with Uber and Portier NZ in writing or otherwise permitted under this Agreement:

(i) you may only use Order Information (including any Uber Eats Uber Data or Personal Data) provided to you by Uber or Portier NZ solely for the purpose of providing Webshop Items to your customers under these Service Terms; and

(ii) you must not copy, store, retain, remove or otherwise process any customer Personal Data.

3.2 Sharing Uber Eats User Data

(a) Subject to the terms and conditions of this Agreement, Uber will display to each Eligible Uber Eats User the option to affirmatively opt into share their Uber Eats User Data with you. Each Eligible Uber Eats User will have the ability to choose, in their sole discretion, whether to consent to the disclosure and use of their Uber Eats User Data by you as contemplated by this Agreement.

(b) Uber will retain sole and absolute control over the opt-in consent, including, without limitation, the flow dictating how and where the opt-in consent appears and the language of the opt-in consent itself. You acknowledge and agree that the language of the opt-in consent may only permit sharing of Uber Eats User Data from Opted-In Uber Eats Users with the brand entity or store from which such Opted-In Uber Eats Users placed an order, and that you may be prohibited from sharing such Uber Eats User Data with your affiliates or related companies without further consent from such Opted-In Uber Eats Users.

(c) If any Opted-In Uber Eats User provides an User Opt-Out (whether to Uber or to you):

(i) the party receiving such User Opt-Out shall promptly notify the other party of such User Opt-Out; and

(ii) you shall promptly (and in any event within the timeframe required by applicable law or the User Opt-Out, whichever is sooner) stop processing and delete the applicable Uber Eats User Data in accordance with the User Opt-Out.

(d) Uber will share with you the Uber Eats User Data in a form, manner and frequency as reasonably determined by Uber.

3.3 Data Rights and Restrictions

(a) You will maintain and comply with a privacy policy and all applicable laws, rules and regulations that will govern your use of Uber Eats User Data. Without limitation of the other terms of this Agreement applicable to Uber Eats User Data, you will use the Uber Eats User Data solely for the purpose of personalised analytics and email marketing, unless otherwise agreed by the Parties in writing.

(b) You will not use (or otherwise help or enable any third party to use) the Uber Eats User Data in any manner that is developed, designed, conceived or constructed, in whole or in part, to compete with Uber, its affiliates or any of its or their products or services. Without limiting the generality of the foregoing, you will not, and will ensure that your employees, agents and contractors will not, use (or otherwise help or enable any third party to use) any Uber Eats User Data in a manner that is developed, designed, conceived or constructed, in whole or in part, to divert Users away from or disintermediate Uber or otherwise cause Users to purchase Items through any channel or means other than the Uber Eats App. The foregoing restrictions shall not limit your ability to use Uber Eats User Data to encourage customers to purchase Items through channels owned and operated by you.

(c) You will not, and will ensure that your employees, agents and contractors will not, disclose or otherwise make available the Uber Eats User Data to any third party, except that you may disclose or make available Uber Eats User Data to your employees, agents and contractors with a need to know such information (subject to all of the restrictions applicable to your use of Uber Eats User Data, as set forth in this Agreement) or to other third parties in a manner that cannot reasonably be attributable to, or otherwise used to identify, Uber, its affiliates or its or their products or services or be used to determine that any Opted-In Uber Eats User included in such data set is a customer of Uber or its affiliates.

3.4 Security Measures

(a) You shall maintain appropriate measures to protect the integrity, security and confidentiality of Uber Eats User Data against any anticipated threats or hazards, and/or unauthorized access to or use of such data.

(b) You shall take reasonable steps to limit disclosure of and access to Uber Eats User Data to only those personnel who have a business need to access Uber Eats User Data. You shall reasonably update all access rights based on personnel or computer system changes, and shall periodically review all access rights at an appropriate frequency to ensure current access rights to Uber Eats User Data are appropriate and no greater than are required for an individual to perform their functions necessary to fulfill the purposes of the Agreement. You shall verify all access rights through effective authentication methods.

(c) You shall notify Uber within twenty-four (24) hours of discovery of an actual or suspected unauthorised access to, acquisition or disclosure of Uber Eats User Data, or other actual or suspected breach of security or confidentiality with respect to Uber Eats User Data in your or your employees’, agents’ or contractors’ control or possession (a Data Security Incident).

3.5 Deletion

On termination of this Agreement, you shall promptly delete all Uber Eats User Data, provided that, subject to section 3 of these Service Terms, you may continue to use purchasing, preference and other insights about an individual user and about users in general that were based off of or derived from the Uber Eats User Data to improve your products, stores, sales, reporting, operations, and services, including, without limitation, the digital channels and systems of you.

4. CHANGES TO SERVICE

You acknowledge that, without limiting Uber or Portier NZ’s rights under section 14.2 of the General Terms, Uber or Portier NZ may make changes to the service to improve user experience.

5. PAYMENT

5.1 Uber Eats Fee

(a) In consideration for the Portier NZ Services performed in connection with the Webshop Sales Channel (including any Portier NZ Services performed in connection with the selected Fulfilment Option), Portier NZ will charge you an Uber Eats Fee for each Webshop Item sold by you via the Webshop Sales Channel, based on the ‘Webshop’ Uber Eats Fee:

(i) as set out in your Order Form; or

(ii) if no applicable ‘Webshop’ Uber Eats Fee is set out in your Order Form or if you do not have an Order Form, as specified from time to time on the Standard Fee Webpage at: https://restaurants.ubereats.com/nz/en/pricing/ (or a replacement URL).

(b) For clarity, the Uber Eats Fee for each Webshop Item:

(i) may vary based on the selected Fulfilment Option; and

(ii) will apply instead of any other Uber Eats Fee specified in the Service Terms for the selected Fulfilment Option that would otherwise apply in respect of that Webshop Item.

(b) Portier NZ will calculate the Uber Eats Fee in accordance with section 5 of the General Terms.

6. DEFINITIONS

(a) Except as specified below, capitalised terms in these Service Terms have the meanings given in section 15 of the General Terms.

(b) The following additional definitions apply to these Service Terms:

Eligible Uber Eats User means a customer who has purchased an Item through the Webshop Sales Channel in New Zealand.

Fulfilment Option means the option(s) you choose to use to allow customers to receive their orders placed via the Webshop Sales Channel, including the Uber Delivery Option, Self-Delivery Option, and Non-Delivery Option.

Opted-In Uber Eats User means an Eligible Uber Eats User who has affirmatively opted in to share their Uber Eats User Data with you as contemplated by this Agreement.

Uber Eats User Data means the following information and data for each Opted-In Uber Eats User: first and last name, email address and information and details related to their orders from you via the Webshop Sales Channel, but in each case solely to the extent in Uber’s possession and control.

User Opt-Out means any opt-out, withdrawal of consent, deletion or other similar request to either Uber or Merchant that covers the Uber Eats User Data.

Webshop Item means any Item (including any Delivery Item, Self-Delivery Item, Non-Delivery Item, or Alcohol Item) that you make available to your customers via the Webshop Sales Channel.