Cash Orders

These Cash Order terms and conditions (“Cash Order Terms”) apply to and shall be read together with the Uber Eats Master Framework Agreement entered into between Merchant and Uber (the “Agreement”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Agreement.

1. Cash Deliveries. Customers may request and Uber (or its Affiliates) may facilitate an option to Customers that allows Customers to pay for all Items sold by you and all associated fees and charges resulting from that transaction in cash (a “Cash Order”).

2. Collections from Customers. In addition to the appointment of Uber (or its Affiliates) by you as your payment collection agent under the Agreement, in the event of a Cash Order request by a Customer, you further authorize Uber to delegate this appointment as your payment collection agent to the Delivery Partner in order for the Delivery Partner to collect the Item Payment from the Customers on Uber’s and your behalf. You acknowledge that you do not receive such collections free and clear of all obligations and liabilities to Uber and Delivery Partner. You agree that payment made by your Customer in cash for Items and collected by Uber, its Affiliates or the Delivery Partner shall be considered the same as payment made directly by your Customer to you.

3. Uber’s Collections. The Delivery Partner shall be notified of the funds to be collected by the Delivery Partner (“Cash Collections”), exclusive of any gratuities, in the Uber Eats App.  Uber’s role as your agent with regard to Cash Collections shall be to collect the amount of the Retail Price of the Order and Uber’s Service Fee from Delivery Partners by either: (i) offsetting such amounts from funds otherwise due to Delivery Partners from their Delivery Services in aggregate generated on the Uber Eats App; or (ii) obtaining the funds electronically. You acknowledge that collection shall be the responsibility of the Delivery Partner. If for whatever reason, the Delivery Partner has insufficient funds available for offsetting, or the Delivery Partner’s electronic transfer is delayed or unsuccessful, Uber in its capacity as your collection agent, will ensure payment of the Item Payment to you. Further, Uber shall be entitled to withhold its Service Fee prior to making payment to you for the Item Payments. You acknowledge and understand that Service Fee is owed to Uber regardless of Cash Collections related to the attempted or completed deliveries. If there are insufficient funds to offset against, Uber (or its Affiliate) may then, or at a later time, without further consent being required, collect funds from you via other means which may include, but are not limited to, a bank transfer or payment card charge in order to repay any amounts owed to Uber. You acknowledge and agree that you shall bear the cost of any fees related to repayment (e.g., fees for overdraft, top-up, currency exchange, cross-border and bank transfer) and any applicable taxes (including withholding taxes or indirect taxes).  Further, you agree to gross up amounts owed to Uber accordingly so Uber receives the full amount owed. For the avoidance of doubt, Uber shall not be deemed to have waived its right to any amounts owed by you if:  (a) there are insufficient payment card order to set off against; (b) you do not timely repay any amounts owed Uber; or (c) Uber elects to require a minimum amount owed prior to initiating collection efforts or otherwise delays collecting amounts owed by you. With each payment statement, Uber (or its Affiliate) shall report any offsetting and deductions.

4. Records. Uber agrees to keep records of the Delivery Partner’s Cash Collections.

5. Taxes. You acknowledge and agree that you shall comply with all of your obligations under tax and social security laws applicable in your Territory, including where Uber (or its affiliate and nominee) acts as payment collection agent (including with respect to transactions taxes and duties). You also acknowledge and agree that under no event shall Uber be liable for your obligations under any tax or social security laws. Uber ’s role shall be limited to a payment collection agent for credit card payments and other roles expressly provided for in the Agreement.

Self-Delivery Terms

These Self-Delivery terms and conditions (“Self-Delivery Terms”) apply to and shall be read together with the Uber Eats Master Framework Agreement entered into between Merchant and Uber (the “Agreement”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Agreement.

If you or any of your Self-Delivery Couriers are authorized to use any Uber Services and/or Uber Tool by Affiliates of Uber for the purpose of providing passenger transportation services, those passenger transportation services and related use of services provided by the relevant Affiliates of Uber are separate and independent of the Agreement (including these Self-Delivery Terms) and are subject to separate terms with the applicable Uber Affiliate.

1. Definitions

“Delivery Recipient” means the intended recipient of goods being delivered by you or your Self-Delivery Couriers in connection with the Delivery Services.

“Delivery Recipient Information” means information about a Delivery Recipient made available to you or your Self-Delivery Couriers in connection with a request for and use of Delivery Services, which may include delivery drop-off location, a Delivery Recipient’s name or company name, a Delivery Recipient’s contact information, a Delivery Recipient’s signature, as well as any other relevant details specific to the items to be delivered.

“Delivery Services” means the provision of delivery services by Self-Delivery Couriers on your behalf to Delivery Recipients in the Territory using the applicable Transportation Method.

“Territory” means Sri Lanka.

“Transportation Method” means a mode of transportation that will be used for the purpose of providing Delivery Services in accordance with Section 3 of these Self-Delivery Terms.

“Uber Data” means all data related to the access and use of the Uber Services hereunder, including all data related to you, all data related to Delivery Recipients (including Delivery Recipient Information) and all data related to the provision of Food and Delivery Services via the Uber Services.

2. Use of the Uber Services

(a) Provision of Delivery Services. If you choose for Delivery Services to be fulfilled by a Self-Delivery Courier, you will need to provide the Self-Delivery Courier with certain Delivery Recipient Information provided to you through the Uber Services, including (as applicable) the drop-off location of the applicable goods to be delivered and the name and anonymous and masked contact information of the Delivery Recipient. In order to enhance the Customer’s satisfaction with the Delivery Services, it is recommended that a Self-Delivery Courier: (i) follow your instructions for drop-off details (e.g., the location within the building address to pick-up/drop-off a package, etc.); and (ii) wait at least ten (10) minutes for the Delivery Recipient to appear at the requested pick-up or drop-off location. You acknowledge and agree that once you have accepted a request for Delivery Services, Uber may provide certain information about you to the Delivery Recipient, including your Merchant name and contact number.

You represent and warrant that you shall not, and shall ensure that all Self-Delivery Couriers do not, contact any Delivery Recipients or use any Delivery Recipient Information or any of the Delivery Recipient’s Personal Data collected in the course of providing the Delivery Services for any reason other than for the purposes of fulfilling Delivery Services. As between Uber and you, you acknowledge and agree that: (a) you and Self-Delivery Couriers shall be solely responsible for determining the most effective, efficient and safe manner to perform each instance of Delivery Services; and (b) except for the Uber Services, you shall provide a Self-Delivery Courier with all necessary equipment, tools and other materials, at your own expense, necessary to perform Delivery Services.

(b) Merchant’s Relationship with Delivery Recipients. Uber and/or its Affiliates are not responsible or liable for the actions or inactions of a Delivery Recipient in relation to the activities of Merchant, Self-Delivery Couriers or any Transportation Method. You acknowledge and agree that each Self-Delivery Courier shall have the sole responsibility for any obligations or liabilities to you, Delivery Recipients or other third parties that arise from a Self-Delivery Courier’s provision of Delivery Services. You acknowledge and agree that: (a) you and each Self-Delivery Courier are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws and local industry practice) regarding any acts or omissions of a Delivery Recipient and the Delivery Services; and (b) Uber or its Affiliates may release your or your Self-Delivery Courier’s contact and/or insurance information to a Delivery Recipient upon such Delivery Recipient’s reasonable request (e.g., in connection with an accident).

(c) Merchant’s Relationship with Uber. You acknowledge and agree that Uber’s provision to you of the Uber Services, and Uber’s provision to you of the Uber Tool creates a legal and direct business relationship between you and Uber, and You and Uber respectively in relation to Uber Services. Uber and its Affiliates do not, and shall not be deemed to, direct or control you or your Self-Delivery Couriers generally or in your or their performance under this Agreement specifically, including in connection with the operation of your business, the provision of Delivery Services, the acts or omissions of Self-Delivery Couriers, or the operation and maintenance of any Transportation Method. You and your Self-Delivery Couriers retain the sole right to determine when, where and for how long each of you and them will utilize the Uber Services. You will not, and will ensure that your Self-Delivery Couriers do not: (a) display Uber or its Affiliates names, logos or colors on any Transportation Method; or (b) wear a uniform or any other clothing displaying Uber or its Affiliates names, logos or colors. The foregoing does not apply if you and Uber or its Affiliates have agreed otherwise or if so required by law. You acknowledge and agree that you have complete discretion to operate your independent business and direct your Self-Delivery Couriers at your own discretion, including the ability to provide services at any time to any third party separate and apart from the Delivery Services. For the sake of clarity, you understand that you retain the complete right to: (i) provide delivery services to your existing customers; and (ii) use other software application services in addition to the Uber Services.

(d) Merchant’s Relationship with Self-Delivery Couriers. You shall have the sole responsibility for any obligations or liabilities to Self-Delivery Courier that arise from your relationship with your Self-Delivery Couriers (including provision of Delivery Services). You acknowledge and agree that you exercise sole control over the Self-Delivery Couriers and will comply with (a) all applicable laws (including tax, social security and employment laws where applicable) governing or otherwise applicable to your relationship with your Self-Delivery Couriers; (b) industry best practice in respect of working conditions and compensation for your Self-Delivery Couriers, where applicable. Notwithstanding your rights, if applicable, to take recourse against Self-Delivery Couriers, you acknowledge and agree that you are at all times responsible and liable for the acts and omissions of your Self-Delivery Couriers vis-à-vis Delivery Recipients, Uber and its Affiliates, even where such liability may not be mandated under applicable law.

(e) Modern Slavery Act 2015. In performing your obligations under this Agreement, you shall ensure that you and your officers, employees, sub-contractors and other persons associated with you comply with the Modern Slavery Act 2015 (the “Act”) or similar legislation as applicable in the Terriotory. You shall notify Uber as soon as you become aware of any actual or suspected slavery or human trafficking in a supply chain that has a connection with the Agreement. Such notices shall set out the full details of the failure or suspected failure to comply with the Act.

(f) Ratings.

(i) You acknowledge and agree that after completion of an instance of Delivery Services, Delivery Recipients may be prompted by the technology platform to provide a rating of such Items, Delivery Services and/or Self-Delivery Courier and, optionally, to provide comments or feedback about such Items, Delivery Services and/or Self-Delivery Courier.

(ii) You acknowledge that Uber and its Affiliates reserve the right to use, share and display the ratings and comments of you, Self-Delivery Couriers, and Delivery Recipients in any manner in connection with the business of Uber and its Affiliates without attribution to or approval from you or the relevant Self-Delivery Courier. You acknowledge and agree that Uber and its Affiliates are distributors (without any obligation to verify) and not publishers of the ratings or comments of you or any Self-Delivery Courier, provided that Uber and its Affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws, or the content policies of Uber and its Affiliates.

3. Self-Delivery Couriers and Transportation Methods

(a) Self-Delivery Courier’s Requirements. You acknowledge and agree that each Self-Delivery Courier shall at all times: (a) hold and maintain (i) a valid applicable license with the appropriate level of certification to operate the Transportation Method assigned to each Self-Delivery Courier (e.g., a driver’s license if applicable), and (ii) all licenses, permits, approvals and authority applicable to you and/or Self-Delivery Courier that are necessary to provide delivery services to third parties in the Territory; (b) provide the Delivery Services in a professional manner with due skill, care and diligence; and (c) maintain high standards of professionalism, service and courtesy. You will undertake background and driving record checks from time to time, to the extent that such checks would be undertaken by a prudent merchant exercising reasonable skill and care. You acknowledge and agree that Uber reserves the right, at any time in Uber’s sole discretion, to (i) deactivate or otherwise restrict you from receiving the Uber Services provided by Uber, (ii) deactivate or otherwise restrict you from accessing the Uber Tool provided by Uber and/or (iii) request that you prevent a Self-Delivery Courier from providing Delivery Services on your behalf in connection with the Uber Services, in each case if you and/or your Self-Delivery Courier fails to meet the requirements set forth in this Agreement. In the event that Uber requests that you prevent a Self-Delivery Courier from providing Delivery Services on your behalf in connection with the Uber Services in accordance with this Section 3a(ii) of these Self-Delivery Terms, you shall procure compliance with such request.

(b) Transportation Method Requirements. You acknowledge and agree that any Transportation Method will at all times be: (a) properly registered and licensed to operate as a delivery vehicle in the Territory (if the Transportation Method is a vehicle); (b) owned or leased by you, or otherwise in your lawful possession; (c) suitable for performing the Delivery Services contemplated by this Agreement; and (d) 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, and in a clean and sanitary condition.

4. Payment.

(a) Service Fee. In consideration for Uber’s lead generation, demand prediction, payment processing and other related services provided via the Uber Platform under this Agreement, Uber will charge you a Service Fee for Self-Delivery Items as set out in Order Form.

(b) Delivery Services. You will pay Self-Delivery Couriers for their delivery services provided to you at your sole discretion, and you are at all times solely responsible for providing payment to Self-Delivery Couriers. If you are paid for an order, you are responsible for the Service Fee even if a Self-Delivery Courier is unable to complete the delivery. You authorize Uber and its Affiliates to collect a delivery charge, inclusive of consumption tax (the “Delivery Charge”) and a gratuity for the Delivery Services (if applicable), from your customers on your behalf.

(c) Remittance. Uber will remit to you (i) the Delivery Charge collected from a Delivery Recipient on your behalf, and (ii) any gratuity collected on your behalf from a Delivery Recipient in respect of Delivery Services (if applicable), in conjunction with Uber’s remittance of the Item Payment to you as prescribed under the Agreement.

(d) No Additional Amounts. You acknowledge that the Delivery Charge is full payment for the Delivery Services, although the Uber Services do provide Delivery Recipients with the ability to apply a gratuity through the Uber Services. With regard to cash gratuities provided by a Delivery Recipient directly to a Self-Delivery Courier, no portion of that gratuity is owed to or should be paid to Uber.

(e) Taxes. The following terms apply in addition to the terms governing taxes in Clause 5(c) of the Agreement:

a. You shall be the “Retailer” or “Supplier” of Delivery Services for any tax purposes (including consumption tax) and the responsible party for collection and remittance of applicable taxes. The Delivery Charge will include consumption tax but you are solely responsible for determining and setting all applicable consumption tax and identifying and informing Uber of the appropriate consumption tax amount for Uber to charge Customers on your behalf for the Delivery Services. To the extent that the applicable consumption tax rate is not determined by you, you expressly authorize Uber to make such determination on your behalf and you hereby acknowledge and agree that Uber will have no liability for the accuracy of any such determination. You expressly authorize Uber, at your direction, to collect such consumption tax on your behalf.

b. You acknowledge and agree that you are required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to the provision of Delivery Services as required by applicable law; and (b) provide Uber with all relevant tax information (including a valid tax registration number belonging to you, if obtaining a tax registration number is required of you by applicable law). You further acknowledge and agree that you are responsible for taxes on your own income arising from the provision of Delivery Services, as well as the accuracy and completeness of the Qualified Invoices (or any other documentation) that are required to be issued under applicable law. Notwithstanding anything to the contrary in this Agreement, Uber may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from your provision of Delivery Services and/or provide any of the relevant tax information you have provided pursuant to the foregoing requirements in this Section 4(e) directly to the applicable governmental tax authorities on your behalf or otherwise.

c. The parties agree that, for the purposes of the Sri Lanka tax law, Uber supplies you the Uber Services in sole consideration for the Service Fee. In addition, Uber grants you a license to use the Uber Tools for no consideration.

d. Unless expressly stated otherwise in this Agreement, applicable consumption tax will be added to all amounts payable or consideration to be provided under this Agreement. The base amount and applicable consumption tax shall be paid upon receipt of a valid invoice from the supplier.

e. Fees shall be paid free and clear and without deduction for or on account of withholding tax (if applicable). If Merchant is required to make such a deduction or withhold such tax, the sum payable by Merchant shall be increased to the extent necessary to ensure that Uber receives a sum net of any withholding or deduction equal to the sum which it would have received had no such deduction or withholding been made or required to be made.

5. Proprietary Rights; License

(a) License Grant. Subject to the terms and conditions of this Agreement, Uber hereby grants you a non-exclusive, royalty-free, non-transferable, non-sublicensable, non-assignable license, during the Term of the Agreement, to use the Uber Tool solely for the purpose of providing Delivery Services to your customers. All rights not expressly granted to you are reserved by Uber, its Affiliates and its respective licensors.

(b) Restrictions. You shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Uber Services, Uber Tools or restaurant dashboard (together, the “Self-Delivery Uber Tools”) in any way; (b) modify or make derivative works based upon the Self-Delivery Uber Tools; (c) improperly use the Self-Delivery Uber Tools, including creating Internet “links” to any part of the Self-Delivery Uber Tools, “framing” or “mirroring” any part of the Self-Delivery Uber Tools on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Self-Delivery Uber Tools; (d) reverse engineer, decompile, modify, or disassemble the Self-Delivery Uber Tools, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, you shall not, and shall not allow any other party to, access or use the Self-Delivery Uber Tools to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Uber Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Uber Services; or (iv) attempt to gain unauthorized access to the Uber Services or its related systems or networks.

(c) Ownership. The Self-Delivery Uber Tools, including all intellectual property rights therein, are and shall remain the property of the relevant Uber or its Affiliates or their respective licensors (as determined by Uber). Neither this Agreement nor your use of any of the Self-Delivery Uber Tools or Uber Data conveys or grants to you any rights in or related to the Self-Delivery Uber Tools or Uber Data, except for the limited license granted above. You agree that it will not, and will ensure that your Self-Delivery Couriers do not, try to register or otherwise use and/or claim ownership in any of the Uber Marks, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services.

6. Confidentiality.

Confidential Information (as defined in the Agreement) includes Uber Data, Delivery Recipient Information, package information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential. For the avoidance of doubt, Section 8 (Confidentiality) of the Agreement applies in addition to this Section 6 (Confidentiality) of these Self-Delivery Terms.

7. Privacy

(a) In respect of any Personal Data (including any Delivery Recipient Information) transferred by Uber or its Affiliates to Merchant, the parties agree that (i) the Merchant shall be deemed to have entered; and (ii) Uber shall be deemed to have procured Uber BV to have entered; and (iii) Uber BV shall be deemed to have entered upon any Relevant Transfer, into the Data Processing Terms (controller to controller) located at (https://www.uber.com/legal/en/document/?name=uber-eats-merchant-service-terms&country=sri-lanka&lang=en).

Merchant agrees to retain Personal Data provided to Merchant by Uber and/or Uber solely by using the software and tools provided by Uber, except that Merchant may provide Self-Delivery Couriers with the Delivery Recipient Information specified in the Data Processing Terms between the parties (or any other Personal Data or Delivery Recipient Information as Uber deems required in its sole discretion) to be used by a Self-Delivery Courier solely for the purpose of delivering the applicable Item(s). To the extent that any Delivery Recipient Information is printed or written on a receipt and transferred to the Self-Delivery Courier, you shall procure that (i) the Self-Delivery Courier transfers such receipt to the Delivery Recipient on delivery of the Item(s); or (ii), if the Delivery Services cannot be completed, the Self-Delivery Courier returns such receipt to you and that you dispose of such receipt.

(b) Disclosure of your and Self-Delivery Couriers’ Information. Subject to applicable law, and notwithstanding Section 8 (Confidentiality) of the Agreement and Section 6 (Confidentiality) of these Self-Delivery Terms, Uber, Uber and their Affiliates may provide to you, a Delivery Recipient, an insurance company and/or relevant authorities and/or regulatory agencies any information (including Personal Data, Confidential Information, and any Uber Data) about you or a Self-Delivery Courier or any Item and Delivery Services provided hereunder if: (a) there is a complaint, dispute or conflict, including an accident, between a Self-Delivery Courier and you or a Self-Delivery Courier and a Delivery Recipient; (b) it is necessary to enforce the terms of this Agreement; (c) it is required, in Uber’s or any Affiliate’s sole discretion, by applicable law or regulatory requirements (e.g., Uber or its Affiliates receive a subpoena, warrant, or other legal process for information); or (d) it is necessary, in Uber’s or any Affiliate’s sole discretion, to (1) protect the safety, rights, property or security of Uber, or their Affiliates, the Uber Services or any third party; (2) to protect the safety of the public for any reason including the facilitation of insurance claims related to the Uber Services; (3) to detect, prevent or otherwise address fraud, security or technical issues; (4) to prevent or stop activity which Uber, or any of their Affiliates, in their sole discretion, may consider to be, or to pose a risk of being, an illegal, unethical, or legally actionable activity; or (e) it is required or necessary, in Uber’s or any of their Affiliate’s sole discretion, for insurance or other purposes related to you and/or you Self-Delivery Couriers. You understand, and will make your Self-Delivery Couriers aware that Uber and their Affiliates may retain your and your Self-Delivery Couriers’ Personal Data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated.

(c) Location Information. You expressly agree, and shall inform and obtain the consent of each Self-Delivery Courier, that (i) Self-Delivery Couriers’ geo-location information must be provided to Uber and/or its Affiliate via Devices in order to provide Delivery Services, (ii) Self-Delivery Couriers’ geo-location information may be obtained by Uber Tools or Uber Services, (iii) Self-Delivery Couriers’ geo-location information may be displayed to your customers and Delivery Recipients before and during the provision of Delivery Services to your customers, and (iv) Uber and its Affiliates may monitor, track, and share with third parties your Self-Delivery Couriers’ geo-location information obtained by Uber Tools for safety and security purposes.

8. Insurance

(a) For the avoidance of doubt, the obligations in the Section 8 are in addition to those specified in Section 12 of the Agreement. Prior to doing business with Uber Portier and Uber, you agree to obtain the coverage required below at your sole cost and expense. You agree to review the terms and conditions of such coverage to ensure that it provides the amounts of coverage required while you and your Self-Delivery Couriers are using a vehicle to provide Delivery Services including Item deliveries. As among you, Uber, it is your sole responsibility to inform your insurer of the use of your vehicles while providing Delivery Services.

(b) You agree to maintain during the term of this Agreement all compulsory insurance required by applicable law to provide the Delivery Services in the Territory. This shall include any applicable compulsory automobile liability insurance on all vehicles operated by you and your Self-Delivery Couriers under this Agreement which provides protection against bodily injury and property damage to third parties at levels of coverage that satisfy the minimum requirements to operate an automobile being used for Delivery Services on the public roads within the Territory, upon request. Uber shall have no right to control your selection or maintenance of your policy. You must be a named insured and your Self-Delivery Couriers must be covered drivers under the policy at all times performing Delivery Services.

(c) You agree to maintain, during the term of this Agreement, Employer’s Liability insurance (including workers’ accident compensation) where required by local law in the Territory. You must maintain sufficient and adequate insurance to protect (and add Uber as additional insured) against all acts and omissions of your Self-Delivery Couriers in performing the Delivery Services. Upon request, you agree to provide a copy of the certificate of insurance to Uber within seven (7) days.

(d) You are required to promptly notify Uber of any accidents that occur while your Self-Delivery Couriers are providing Delivery Services and to cooperate and provide all necessary information related thereto.

9. Representations and Warranties; Disclaimers

(a) By Merchant. Notwithstanding Section 9 (Representations and Warranties) of the Agreement, during the Self-Delivery Term, you additionally represent and warrant that you will hold and comply with all permits, licenses, registrations and other governmental authorisations necessary to provide (i) Delivery Services using the Transportation Method pursuant to these Self-Delivery Terms, and (ii) delivery services to third parties in the Territory generally.

(b) Disclaimer of Warranties. This Section 9(ii) applies only to the maximum extent permitted by applicable law, and does not (and it not intended to) override any rights that you have pursuant to applicable law. Uber and its Affiliates provide, and you accept, the Self-Delivery Uber Tools on an "as is" and "as available" basis. Uber does not represent, warrant or guarantee that your access to or use of the Self-Delivery Uber Tools: (a) will be uninterrupted or error free; or (b) will result in any requests for Delivery Services. Uber and/or its Affiliates function as an on-demand lead generation and certain related services only (as described in the Agreement). Uber makes no representations, warranties or guarantees as to the actions or inactions of Delivery Recipients who may request or receive Delivery Services. Uber and its Affiliates do not screen or otherwise evaluate Delivery Recipients. By using the Self-Delivery Uber Tools, you acknowledge and agree that you or a Self-Delivery Courier may be introduced to a third party that may pose harm or risk to you, Self-Delivery Couriers, or other third parties. You and Self-Delivery Couriers are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the Self-Delivery Uber Tools. Uber and its Affiliates do not represent, warrant or guarantee the safety of any items provided to you or a Self-Delivery Courier for Delivery Services. Notwithstanding Uber’s appointment as your payment collection agent for the purpose of accepting payment from Delivery Recipients on your behalf as set forth in Section 3(b) (Payment Collection and Remittance) of the Agreement, Uber and its Affiliates expressly disclaim all liability for any act or omission of you any Self-Delivery Couriers, any Delivery Recipient or other third party.

(c) No Service Guarantee. Each of Uber and their Affiliates do not guarantee the availability or uptime of the Self-Delivery Uber Tools. You acknowledge and agree that the Self-Delivery Uber Tools may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the Self-Delivery Uber Tools may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and Uber and its Affiliates are not responsible for any delays, delivery failures, or other damages, liabilities or losses resulting from such problems.

10. Indemnification

(a) Generally. For the avoidance of doubt, the obligations in this Section 10 are in addition to those specified in Section 10 (Indemnification) of the Agreement. You shall indemnify, defend (at Uber’s option) and hold harmless (i) Uber, and (ii) the Affiliates of Uber (the “Relevant Affiliate”), and (iv) the respective officers, directors, employees, agents, successors and assigns of each of Uber and the Relevant Affiliate, from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) a breach of your representations, warranties or obligations under these Self-Delivery Terms; or (b) a claim by a third party (including Delivery Recipients, regulators and governmental authorities) directly or indirectly related to your provision of Items and Delivery Services or use of the Uber Services.

(b) Tax Indemnity. You shall comply with all of your obligations under tax and social security laws to the extent applicable to these Self-Delivery Terms. You shall indemnify Uber and each of its Affiliates from all tax liabilities, duties, levies, claims and penalties that may be imposed on you or on Uber and/or each of its Affiliates as a result of your failure to comply with any of your tax obligations. In particular, but without limitation to the foregoing, such taxes or duties shall include taxes, wages or other duties or withholdings (including any wage tax, social insurance premiums or employee insurance premiums) arising in the event that the relationship described in this Agreement, contrary to the intention and meaning of the parties, should be held to be an employment agreement between (i) Uber, and (ii) you or any Self-Delivery Courier by the fiscal or social security authority of any country.

11. Relationship of the Parties

(a) Except as otherwise expressly provided herein with respect to Uber acting as the payment collection agent solely for the purpose of collecting payment from Delivery Recipients on your behalf, the parties expressly agree that:

(i) this Agreement is not an employment agreement, nor does it create an employment or worker relationship (including from a labor law, tax law or social security law perspective), between (A) Uber, and/or each of its Affiliates and (B) you, or (I) Uber and/or each of its Affiliates and (II) any Self-Delivery Couriers; and

(ii) no joint venture, partnership, or agency relationship exists between (A) Uber and/or each of its Affiliates and (B) you, or (I) Uber and/or each of its Affiliates and (II) any Self-Delivery Couriers.

(b) You have no authority to bind each of Uber and/or each of its Affiliates and you undertake not to hold yourself out, and to ensure that each Self-Delivery Courier does not hold herself or himself out, as an employee, worker, agent or authorized representative of any of Uber and/or each of its Affiliates. Where, by implication of mandatory law or otherwise, you or any Self-Delivery Courier may be deemed an employee, worker, agent or representative of Uber or an Affiliate of of Uber, you undertake and agree to indemnify, defend (at Uber’s option) and hold each of Uber and the Affiliates of Uber harmless from and against any claims by any person, entity, regulators or governmental authorities based on such implied employment, agency or representative relationship.

(c) You expressly acknowledge and agree that by agreeing to the terms and conditions of this Agreement, you intend to perform Delivery Services in a non-incidental manner and, as such, Uber will consider you and your Self-Delivery Couriers to be taxable persons in accordance with all applicable tax legislation including consumption tax.

12. Term and Termination.

(a) These Self-Delivery Terms shall commence on either (i) the effective date of the Agreement, if Merchant made selection to provide Self-Delivery Items on the Order Form under the Agreement or (ii) the effective date of the supplemental/amendment agreement, if Merchant made the selection to provide Self-Delivery Items under a supplemental/amendment agreement to the Agreement (“Self-Delivery Effective Date”) and, unless earlier terminated as provided below, shall continue for a period of one (1) year from the Self-Delivery Effective Date and thereafter shall automatically renew for successive one (1) year periods (altogether the “Self-Delivery Term”).

(b) Either party may terminate these Self-Delivery Terms in the event of a material breach of the Self-Delivery Terms by the other party if the breach is not cured by the other party within two (2) days’ notice thereof by the non-breaching party. Either party may terminate these Self-Delivery Terms in its entirety at any time without cause by giving seven (7) days’ prior written notice of termination to the other party.

(c) In addition to Section 14(b) of the Agreement, Uber may immediately terminate this Self-Delivery Terms, or Uber may temporarily restrict access to the Uber Platform, without notice, in the event that it considers, in its sole discretion, that (i) there is a public safety risk or (ii) breach of applicable laws and regulations or (iii) if you or your Self-Delivery Couriers are in violation of the Community Guidelines.

(d) These Self-Delivery Terms are automatically terminated upon the termination of Agreement.

(e) Termination of these Self-Delivery Terms shall have no impact on the Agreement or any Addenda that have not been expressly simultaneously terminated in accordance with the provisions of the Agreement or Addenda (as applicable). Sections 1, 2(b), 2(c), 2(e), 2(f), 4(e), 5(b), 5(c), 6, 7, 9(b) (the last sentence only), 10, 11 and 12 (this last sentence only) shall survive the expiration or termination of this Self-Delivery Terms.

Uber Data Processing Terms

(Controller-Controller)

These data processing terms (“Data Processing Terms”) apply to and shall be read together with the Master Framework Agreement and Self-Delivery Terms entered into between Merchant and Uber (together, the “Main Agreement”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Main Agreement.

These Data Processing Terms are effective as of the effective date of the Self-Delivery Terms and shall take effect for as long as the Self-Delivery Terms are in effect.

DEFINITIONS

The following terms shall have the following meanings, and cognate terms shall be construed accordingly. Capitalized terms not defined herein shall have the same meaning set forth in the Main Agreement.

• “Controller” means the party or parties to these Data Processing Terms that determine(s) the purposes and means of the Processing of personal data for purposes of these Data Processing Terms or the Main Agreement.
• “Controller Data Subject” means a data subject to whom Controller Personal Data relates.
• “Controller Personal Data” means any personal data that is processed by a Party under these Data Processing Terms in connection with its provision or use (as applicable) of the Controller Services.
• “Controller Services” means the services as described in the Main Agreement.
• “Data Protection Law” means all laws and regulations applicable to the Controller Personal Data under these Data Processing Terms, including, as applicable, the laws and regulations of Sri Lanka, including the Act on the Protection of Personal Information.
• “Data subject” means an identified or identifiable natural person.
• “Information Security Incident” means any unauthorized or accidental access to, or collection, loss, destruction, damage, or alteration of Controller Personal Data, including those resulting from an actual or attempted breach of security measures used to secure Controller Personal Data.
• “Process,” “Processes,” “Processing,” or “Processed” means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collecting, recording, accessing, releasing, disclosing, making available, organizing, structuring, storing, adapting or altering, retrieving, consulting, using, disclosing by transmission, dissemination or otherwise, aligning or combining, restricting, erasing or destroying.
• “Uber” means Uber Technologies Inc. and any Uber Affiliate.

1. ROLES AND RESPONSIBILITIES

1.1 Roles of Parties. Each Party:

1.1.1. is an independent controller of Controller Personal Data;

1.1.2. will individually determine the purposes and means of its processing of Controller Personal Data;

1.1.3 will individually inform data subjects and allow data subjects to exercise their rights under applicable law;

1.1.4. will inform the other Party of an Information Security Incident; and

1.1.5. will comply with the obligations applicable to it under the Data Protection Law with respect to the processing of Controller Personal Data.

1.2. Restrictions. Section 1.1 will not affect any restrictions on either Party’s rights to use or otherwise process Controller Personal Data under the Main Agreement.

2. SCOPE

1.1. Applicable Law. These Data Processing Terms only apply to the extent that the Data Protection Law applies to the processing of Controller Personal Data.

1.2. Controller Services. These Data Processing Terms will only apply to Controller Services.

1.3. Uber Personal Data. The Processing of Uber Personal Data is further specified in Annex 1, which may be amended by the Parties from time to time.

1.4. Data Processing Terms. These Data Processing Terms will not affect any separate terms between Uber and Merchant reflecting a controller-processor relationship for a service other than the Controller Services.

1.5. Communications. Merchant will send any communications or notices required under these Data Processing Terms in writing, which includes by e-mail, to Privacylegal@uber.com and the designated contact person under the Main Agreement.

3. LIABILITY

1.1. The liability of the Parties under or in connection with these Data Processing Terms will be subject to the exclusions and limitations of liability in the Main Agreement.

4. PRIORITY

1.1. Effect of these Controller Terms. If there is any conflict or inconsistency between these Data Processing Terms and the Main Agreement then, subject to Sections 1.2 (Restrictions) and 2.4, the terms of these Data Processing Terms will govern.

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Annex 1 - Uber Personal Data

1. Subject Matter

Under the Main Agreement, Uber provides lead generation, payment processing and related services to Merchant in connection with Merchant’s sale and delivery of Items via the Uber proprietary mobile platform.

2. Duration

The Self-Delivery Terms commenced on the effective date as specified in the Self-Delivery Terms and shall, unless earlier terminated as provided in the Self-Delivery Terms, continue for the duration of the Self-Delivery Term as set out in the Self-Delivery Terms.

3. Nature and purpose of processing

Merchant shall process Controller Personal Data, which shall include but not be limited to the (i) name, drop-off location and contact details of the end users of the Uber proprietary mobile platform; (ii) any Controller Personal Data to be transferred in accordance with Section 2a and 7b of the Self-Delivery Terms; and (iii) any such Controller Personal Data as Uber deems needed in connection with the delivery services, in each case for the purpose of procuring the delivery of Items to their customers or as otherwise set out in the Main Agreement.

4. Data categories

5. Categories of Uber Data subjects