Uber Eats Merchant Terms and Conditions

“Access Point” or “Access Points” means the clickable user interface elements on an Uber Portier, Affiliate or third party application or website through which customers can access the Uber Eats App or other Uber Portier applications.

"Activation Fee" means a Fee paid by Merchant to Uber Eats NL in consideration of Uber Eats NL’s work to activate Merchant on the Uber Eats App (including any VAT).

"Affiliate" means an entity that owns or controls, is owned or controlled by or is or under common control or ownership of a party, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise. Both Uber B.V. and Uber Payments B.V. are Affiliates of both Uber Portier and Uber Eats NL.

"Agreement" means the Order Form, the Definitions and the Supplemental Terms.

"Aggregate Data" means aggregate, anonymized data related to Merchant's transactions in connection with the Uber Eats Services.

"Aggregator Cash Collections" means the funds to be collected by the Aggregator Delivery Partner in connection with an Aggregator Cash Order.

"Aggregator Cash Order" means an order where a Customer pays for a given Aggregator Item provided by Merchant and all associated fees and charges resulting from that transaction in cash.

"Aggregator Delivery Charge" means a delivery charge collected by Uber Eats NL on behalf of Merchant from Customers for Items transferred via the Aggregator Method.

"Aggregator Delivery Partner" means an employee, contractor, worker or agent of Merchant who provides delivery services on a Merchant’s behalf, not arranged by Uber Eats NL.

"Aggregator Item" means an Item transferred by Merchant to Customer via the Aggregator Method.

"Aggregator Item Payment" means the Retail Price of the Aggregator Item(s) sold by Merchant via the Uber Eats App (including any VAT or other sales tax).

"Aggregator Item Revenue" means the total (i) Aggregator Item Payment earned by Merchant (other than with respect to Aggregator Cash Orders); (ii) Aggregator Delivery Charge collected from Customers on Merchant’s behalf (other than Aggregator Delivery Charges directly collected by Aggregator Delivery Partners with respect to Aggregator Cash Orders) (iii) gratuity paid by a Customer in respect of delivery services, if applicable, (iv) less (1) the Aggregator Service Fee and (2) any refunds given by Uber Eats NL on behalf of Merchant to Customers.

"Aggregator Meal" means any combination of food and/or beverage transferred by Merchant to Customer via the Aggregator Method. "Aggregator Meal" is a subset of "Aggregator Item."

"Aggregator Method" means a Method whereby Merchant may use Aggregator Delivery Partners to fulfill delivery of Items requested by Customers.

"Applicable Law" shall mean all applicable laws, statutes, regulations and codes from time to time in force (including without limitation all applicable data protection and privacy laws).

"Batched Trip" means an instance where one Marketplace Delivery Partner may deliver orders to multiple Customers as part of the same trip, including both multiple orders from one Merchant, or one or more orders from one Merchant combined with one or more orders from other Merchants using the Uber Eats App.

"Brand Matter" means an event that, in Uber’s reasonable judgement, would jeopardise the ability of the Merchant to comply with or perform this Agreement, or prejudice the goodwill or reputation of Uber or its Affiliates, including, but not limited to, matters related to the alleged violation of the Community Guidelines or any Applicable Laws.

"Cash Order" means an order where a Customer pays for a given Item provided by Merchant, and all associated fees and charges resulting from that transaction, in cash.

"Community Guidelines" means the applicable Community Guidelines, currently available at https://www.uber.com/legal/community-guidelines/nl-nl-eats/

"Confidential Information" means any confidential, proprietary or other non-public information disclosed by or on behalf of one party (the "Discloser") to the other (the "Recipient"), whether disclosed verbally, in writing, or by inspection of tangible objects, and includes, without limitation, transactional, operational, performance and other data or information (including, Uber Data, Customer’s information, package information, and the transaction volume, marketing and business plans, business, financial, technical, operational) and/or that is related to the sale of Merchant’s Items to Customers through the Uber Eats App and the terms and conditions of this Agreement. Confidential Information will not include information that: (i) was previously known to the Recipient without an obligation of confidentiality; (ii) was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or (iii) is or becomes publicly available through no fault of the Recipient.

"Controller" means the Party or Parties to this Agreement that determine(s) the purposes and means of the processing of Personal Data for purposes of the Agreement or the Main Agreement.

"Criteria" means any quality, portion, size, ingredient, allergen, origin or nutritional information or rules and regulations that govern the adequacy of Items.

"Customer" means a customer of the Merchant.

"Customer Feedback" means information provided by a Customer in response to prompting by the Uber Eats App, including rating of Item(s) and comments or feedback related to the Customer’s experience with Merchant, the relevant Item(s) on the Uber Eats App, and either the delivery services (provided by either a Marketplace Delivery Partner or Aggregator Delivery Partner) or the Non-Delivery Method experience.

"Damage Fee" means a Fee paid by Merchant to Uber Eats NL for the loss or theft of a Device, the failure to timely return a Device, or any damage to a Device outside of normal wear and tear.

"Data Protection Law(s)" means all laws and regulations applicable to the processing of personal data under the Agreement, including, as applicable, the laws and regulations of the the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, including, as applicable, the General Data Protection Regulation (EU) 2016/679 ("GDPR").

"Delivery Partner" means a Marketplace Delivery Partner or an Aggregator Delivery Partner. References to "Delivery Partners" should be read to include both Marketplace Delivery Partners and Aggregator Delivery Partners.

"Device" means a tablet or other portable device made available by Uber Eats NL to Merchant to access and use the Uber Eats Services.

"Dispute" means any dispute, action, claim, controversy or cause of action among the parties arising out of or in connection with the Agreement or any term condition or provision hereof, including without limitation any of the same relating to the existence, validity, interpretation, construction, performance, enforcement and termination of the Agreement.

"Effective Date" means a date to be confirmed by Uber Eats NL upon which this Agreement will become effective..

"Feedback" means information provided by Merchant to Uber including feedback, suggestions, comments, ideas, or other concepts relating to Uber’s products and services."

"Fees" means any applicable fees charged by Uber Eats NL to Merchant, including the Service Fee, the Activation Fee, and the Damage Fee.

"Force Majeure Event" means occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, strikes, work stoppage or other labor disturbances, war or sabotage.

"Indemnified Party" means the party receiving indemnification from the Indemnifying Party.

"Indemnifying Party" means the party providing indemnification to the Indemnified Party.

"Initial Term" means a period which will commence on the Effective Date and, unless earlier terminated as provided in the Agreement, will continue for a period of one (1) year from the Effective Date.

"Invoice Details" means information required for the accurate calculation and preparation of invoices by Uber Eats NL.

"Item" means food, beverage, or any other product made available by Merchant to Customer via the Uber Eats App.

"Item Revenue" means the Retail Price (plus VAT and any other fees collected on Merchant’s behalf) less the retained Fees (including the Service Fee, Activation Fee, and/or Damage Fee, where applicable), and any refunds given to the Customers on behalf of Merchant.

"Losses" means any and all claims, damages, liabilities, causes of action, and losses (including reasonable attorney’s fees).

"Marketplace Cash Collections" means the funds to be collected by the Marketplace Delivery Partner in connection with a Marketplace Cash Order.

"Marketplace Cash Order" means an order where a Customer pays for a given Marketplace Item provided by Merchant and all associated fees and charges resulting from that transaction in cash.

"Marketplace Delivery Partner" means an individual or company who intends to perform on demand delivery services on behalf of Uber Eats NL using the Uber Eats App.

"Marketplace Item" means an Item transferred by Merchant to Customer via the Marketplace Method.

"Marketplace Item Payment" means the Retail Price of the Marketplace Item(s) sold by Merchant via the Uber Eats App (including any VAT).

"Marketplace Item Revenue" means the total Marketplace Item Payment (including any VAT collected on Merchant’s behalf) earned by Merchant, the Marketplace Service Fee and any refunds given on behalf of Merchant to Customers

"Marketplace Meal" means any combination of food and/or beverage transferred by Merchant to Customer via the Marketplace Method. "Marketplace Meal" is a subset of "Marketplace Item."

"Marketplace Method" means a Method whereby Uber Eats NL will request a Marketplace Delivery Partner to collect Marketplace Items from Merchant and deliver such Marketplace Items to Customer. Uber Eats NL will sell those delivery services directly to the Customer. Merchant has no contractual relationship with the Marketplace Delivery Partner by virtue of this Agreement.

"Marks" means the trademarks, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the applicable party or its Affiliates.

"Meal" means any combination of food and/or beverage transferred by Merchant to Customer via the Uber Eats App. "Meal" is a subset of "Item," and any terms and conditions related to "Items" also apply to "Meals." "Marketplace Meal," "Aggregator Meal," and "Non-Delivery Meal" are subsets of "Meal."

"Meal Voucher Order" means an order where Uber Eats NL allows a Customer to pay for a given Meal provided by Merchant, and some or all associated fees and charges resulting from that transaction, with a meal voucher.

"Merchant" means the party who entered into the Agreement with Uber.

"Merchant Marketing Materials" means videos, still images or other materials provided by Merchant to Uber Eats NL for use in connection with the display of Merchant’s Items on the Uber Eats App.

"Method" means a method by which Items requested by a Customer through the Uber Eats App may be transferred from Merchant to such Customer.

"Non-Delivery Item" means an Item transferred by Merchant to Customer via the Non-Delivery Method.

"Non-Delivery Item Payment" means the Retail Price of the Item(s) sold by Merchant via the Uber Eats App (including any VAT).

"Non-Delivery Method" means a Method whereby Merchant may allow Customers to collect Items requested from a specified location without the involvement of a Delivery Partner.

"Notice Period" means a period of reasonable notice, as allowed by Applicable Law, after which amended Supplemental Terms will take effect.

"Offer" means a short-term promotional offer that is created and fulfilled by Merchant that is intended to stimulate Customer demand through the Uber Eats App (e.g., discounts).

"Offer Costs" means the amount spent by Merchant on an Offer.

"Offer Materials" means, with respect to an Offer, all suitable material to be provided by Merchant including artwork of Merchant’s trade marks and trade names.

"Offer Tools" means proprietary, automated tools provided by Uber to Merchant which allow Merchant to create and provide Offers to Customers.

"Personal Data" means any information relating to an identified or identifiable natural person ("data subject"); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

“Renewable Membership” means the various subscription membership programs that are made available to Customers through the Uber Eats App from time to time (e.g. Uber One). For clarity, if the description of a fee includes the words “Renewable Membership”, that fee replaces the same fee in this Order Form that does not include the words “Renewable Membership”, but only for orders placed by Customers with a Renewable Membership.

"Renewal Term" means a one (1) year period where the Agreement automatically renews.

"Representatives" means with respect to a party, its or its Affiliates’ respective officers, directors, employees or agents.

"Required Documentation" means all documentation required by Uber Eats NL from Merchant, which may include: business license, identification, tax identification, information regarding VAT status, alcohol license, banking documentation, and all Invoice Details.

"Retail Price" means the original listed price determined by Merchant for each Item to be made available for sale via the Uber Eats App prior to any discounts or promotions.

"Service Fee" means a Fee paid by Merchant to Uber Eats NL in consideration for the use of the Uber Eats Services. Merchant's Service Fee for each specific Method is specifically set forth in the Order Form.

"Substandard Item" means any Item that fails to meet the Criteria or standards required by Applicable Laws.

"Supplemental Terms" means the Definitions, the General Supplemental Terms, the Specific Supplemental Terms and any other terms applicable to the use of the Uber Eats Services, Uber Tools, and/or Uber Eats App and shared with the Merchant.

"Term" means the Initial Term together with all Renewal Terms.

"Territory" means The Netherlands.

"Transportation Method" means a mode of transportation that will be used for the purpose of providing Delivery Services in accordance with the Specific Supplemental Terms for the Aggregator Method.

"Uber" means both Uber Portier B.V., a company registered under the laws of the Netherlands (registration number: 65851307) whose registered address is Burgerweeshuispad 301, 1076 HR Amsterdam, Netherlands ("Uber Portier") and Uber Eats NL B.V., a company registered under the laws of the Netherlands (registration number: 76523993) whose registered address is Burgerweeshuispad 301, 1076 HR Amsterdam, Netherlands ("Uber Eats NL").

"Uber Data" means all data related to the access and use of the Uber Eats Services and Uber Tools, including but not limited to all Personal Data related to Merchant and Customers.

"Uber Direct" means the product that, in connection with Uber and its Affiliates' technology systems, enables Merchants to request courier services via Uber proprietary API or browser-based online dashboard technology system and/or any platform owned, operated, managed or otherwise controlled by a third party.

"Uber Eats App" means a website, application or other technology interface made available by Uber Portier to Customers, on a royalty-free basis, to purchase Items and, if applicable, delivery services.

"Uber Eats Marketing Materials" means video, still images and/or other materials created by Uber (or a party designated by Uber acting on Uber’s behalf) for marketing and other efforts related to the Uber Eats App.

"Uber Eats Services" means certain services made available by Uber Eats NL to Merchant to facilitate the marketing, sale and provision Items by Merchant to Customers, including on-demand lead generation, logistics, payment processing, marketing, operational and other support.

"Uber Tools" means a website, application and/or other technology interface made available by Uber Portier to Merchant, on a royalty-free basis, in connection with the Uber Eats Services, including but not limited to advertising tools, promotional offer tools, marketing tools, reporting tools, APIs, and any other current or future tools or features made available to Merchant.

"VAT" means (a) value added tax as levied in accordance with the Council Directive 2006/112/EC of 28 November 2006 on the common system of value added tax, as implemented in the Netherlands and legislation supplemental thereto; and (b) any other tax of a similar fiscal nature (including but not limited to goods and services tax), whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax, or in the Netherlands or any other jurisdiction.

"Virtual Restaurant" means an additional menu that is made available from Merchant’s premises under a different trading name.

"Virtual Restaurant Data" means information provided by Uber Eats NL from time to time and related to cuisine demand, consumer preferences and restaurant case studies to help inform Merchant’s Virtual Restaurant menu choices.

GENERAL SUPPLEMENTAL TERMS

Uber may unilaterally amend the Supplemental Terms from time to time, as allowed by Applicable Law, upon giving a reasonable Notice Period and by Uber posting such amended Supplemental Terms on this website or Uber otherwise making such amended Supplemental Terms available to Merchant. However, the Notice Period will not apply where an amendment is required by law or relates to the expansion or introduction of new services or functionalities to the existing Uber Eats Services and/or Uber Tools or any other change which is effectively favourable to Merchant and does not reduce the scope of its rights or increase its responsibilities. Merchant’s continued access to or use of the Uber Eats Services and/or Uber Tools after such amended Supplemental Terms become effective constitutes Merchant’s consent to be bound by the amended Supplemental Terms. If Merchant objects to any amended Supplemental Term, Merchant may terminate this Agreement in accordance with clause IV of the Order Form.

1. Uber Eats Services.

a. General. Uber Eats NL will make the Uber Eats Services available to Merchant including, but not limited to, on-demand lead generation, logistics, payment processing, marketing, operational and other support. The Uber Eats Services are solely for use by Merchant, subject to the terms of this Agreement.

b. Appointment of Limited Payment Collection Agent.

i. Merchant hereby appoints Uber Eats NL as Merchant’s limited payment collection agent solely for the purpose of: (A) accepting payment of the Retail Price of Items (plus any applicable VAT and other fees collected on Merchant’s behalf) sold by Merchant via the Uber Eats App, via the payment processing functionality facilitated by the Uber Tools, and (B) transferring to Merchant the Retail Price (plus VAT and any other fees collected on Merchant’s behalf) less the retained Fees (including the Service Fee, Activation Fee, and/or Damage Fee, where applicable), and any refunds given to the Customers on behalf of Merchant ("Item Revenue");

ii. Merchant agrees that payment collected by Uber Eats NL on Merchant’s behalf will be considered the same as payment made directly to Merchant.

iii. Merchant further authorizes Uber Eats NL to collect gratuities (if any) that are paid on the Uber Eats App voluntarily by Customers to Delivery Partners acting on behalf of Merchant. For Aggregator Delivery Partners, Uber Eats NL shall remit the full value of any gratuities to Merchant. It is the sole responsibility of Merchant to make sure that any applicable gratuities are properly transferred to Aggregator Delivery Partners.

iv. If reasonable, Uber Eats NL may adjust the transfer of Item Revenue collected on Merchant’s behalf for reasons including, but not limited to, failure to fulfil the provision of an Item as ordered. Merchant may dispute any such adjustments through the Uber Tools within fourteen (14) calendar days of Merchant being notified of such adjustment. Uber Eats NL reserves the right to, and Merchant authorizes Uber Eats NL to, collect the amount of such adjustments via a deduction from the Item Revenue collected on Merchant’s behalf, or by debiting Merchant’s payment method on record, or otherwise seeking reimbursement from Merchant.

v. In exceptional circumstances only (as determined by Uber Eats NL in its sole discretion, acting reasonably), Uber Eats NL reserves the right to temporarily or permanently cancel or suspend a payment to Merchant. The foregoing exceptional circumstances shall include, but not be limited to, any legal or regulatory risk or potential breach of Applicable Laws associated with the transfer of such payment to Merchant, the actual or expected initiation of insolvency or bankruptcy proceedings against Merchant and any failure by Merchant to provide the Required Documentation in accordance with clause 1(j) of these General Supplemental Terms.

vi. Uber Eats NL may, from time to time, request information from Merchant to confirm Merchant’s identity as may be necessary under any applicable compliance obligations before transferring any payments to Merchant and may refuse to process payments owed to Merchant in accordance with clause 1(b)(vi) of these General Supplemental Terms if there exists a legal or regulatory risk or potential breach of law or regulation associated with such transfer to Merchant.

vii. Payments will be processed in line with the Payment Terms which are included in Annex A to these General Supplemental Terms.

c. Cash. Uber Eats NL may allow Customers to pay for a given Item (and, if applicable, delivery services) provided by Merchant, and all associated fees and charges resulting from that transaction, in cash (a "Cash Order").

d. Meal Vouchers. Uber Eats NL may allow Customers to pay for a given Meal provided by Merchant and some or all associated fees and charges resulting from that transaction with a meal voucher (a "Meal Voucher Order"). In certain circumstances, Uber Eats NL will not act as limited payment collection agent for Meal Voucher Orders and Merchant will receive direct settlement of Item Revenue from a third party meal voucher issuer.

e. Uber Vouchers. Uber Eats NL may allow Customers to pay for a given Item provided by Merchant and some or all associated fees and charges resulting from that transaction with a voucher (an "Uber Voucher Order"). This voucher may be provided by Uber Eats NL and Merchant undertakes the obligation to accept Uber Voucher as consideration or part of the consideration for a given Item (and/or, if applicable, delivery service). Uber Eats NL will not act as limited payment collection agent for Uber Voucher Orders and Merchant will receive direct settlement of Item Revenue from Uber Eats NL.

f. Uber Tools. Uber Portier may make available certain Uber Tools to Merchant, and Merchant may access and use those Uber Tools solely in connection with Merchant’s use of the Uber Eats Services. The Uber Tools, including all intellectual property rights therein, are and shall remain the property of Uber Portier, its Affiliates or their respective licensors. Neither this Agreement nor Merchant’s use of the Uber Tools or Uber Data conveys or grants to Merchant any rights in or related to the Uber Tools or Uber Data, except for the limited licence granted above. Merchant shall retain access to Uber Tools for the Term. In the event of a breach of this Agreement or any other terms agreed between Uber Portier and Merchant, Uber Portier retains the right to revoke access to Uber Tools without prior notification, and without having to provide any data to Merchant after such revocation.

g. Uber Eats App. Merchant acknowledges and agrees that once it has accepted a request for an order of Items, the Uber Eats App may provide certain information about Merchant to the Customer, including Merchant’s name and contact number. As between Merchant and Uber Portier, Uber Portier will retain sole and absolute control over the Uber Eats App (and all elements of the user experience and user interface relating to the Uber Eats App), including, without limitation, with respect to:

i. the personalisation of the Uber Eats App for Customers;

ii. the prioritisation and display of options available to Customers;

iii. the organization, layout, and ranking of Merchants in the feed;

iv. the display, placement, and ranking of Merchant storefronts;

v. the assignment or removal of badges (including but not limited to "affordable," "top quality," or "sustainable" badges), inclusion or exclusion from featured sections or carousels (including but not limited to "top eats");

vi. the display and placement of Merchant storefronts;

vii. any other aspects of the presentation or operation of the Uber Eats App; viii. the search functionality and results provided to Customers; and

ix. adding, removing or otherwise modifying any feature or functionality made available through the Uber Eats App to optimize reliability or efficiency on the Uber Eats App.

h. No Service Guarantee. Uber Portier does not guarantee the availability or uptime of the Uber Tools or Uber Eats App. Merchant acknowledges and agrees that the Uber Tools and Uber Eats App may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the Uber Tools and Uber Eats App may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and Uber Portier is not responsible for any delays, delivery failures, or other damages, liabilities or losses resulting from such problems.

i Disclaimer of Warranties. This clause applies only to the maximum extent permitted by Applicable Law, and does not (and is not intended to) override any rights that Merchant has pursuant to Applicable Law. Uber Portier provides, and Merchant accepts, the Uber Tools and Uber Eats App on an "as is" and "as available" basis. Uber Portier does not represent, warrant or guarantee that Merchant's access to or use of the Uber Tools or Uber Eats App: (i) will be uninterrupted or error free; or (ii) will result in any requests for orders of Items (and delivery, if applicable). Uber makes no representations, warranties or guarantees as to the actions or inactions of Customers who may request or receive Items (and delivery services, if applicable), and Uber does not screen or otherwise evaluate Customers. By using the Uber Tools, Merchant acknowledges and agrees that Merchant or a Delivery Partner may be introduced to a third party that may pose harm or risk to Merchant, Delivery Partners or other third parties. Merchant and their Aggregator Delivery Partners are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the Uber Eats Services and Uber Tools. Uber does not represent, warrant or guarantee the safety of any Items. Notwithstanding Uber Eats NL’s appointment as limited payment collection agent of Merchant for the purpose of accepting payment from Customers on its behalf, Uber expressly disclaims all liability for any act or omission of Merchant, any Aggregator Delivery Partners, any Customer or other third party.

j. Complaints. In connection with the provision of Uber Eats Services to Merchant, Uber Eats NL, on behalf of Merchant, may respond to complaints by Customers about Items and/or delivery sold by Merchant via the Uber Eats App.

k. Suspension of Uber Eats Services. Uber, at its sole discretion, reserves the right to temporarily or permanently suspend, in whole or in part, Merchant’s access to the Uber Eats Services and Uber Tools if:

Merchant fails to provide Required Documentation in a timely manner;

Merchant’s account is in arrears;

A Brand Matter has occurred in accordance with clause V of the Order Form; or

Merchant is, or Uber reasonably believes Merchant is, in breach of this Agreement.

2. Merchant’s Obligations.

a. Availability of Items. Merchant will make Items available for purchase through the Uber Eats App during its normal business hours.

i. Merchant will prepare, handle and store all Items in accordance with Applicable Laws, which shall include, without limitation, all laws, rules and regulations governing time or temperature controls required for food hygiene and safety.

ii. Merchant will determine any Criteria that apply to Items and Merchant is responsible for ensuring that the Items meet the applicable Criteria as displayed to Customers in the Uber Eats App. Uber Eats NL, at its sole discretion, reserves the right to remove from the Uber Eats App any Item for sale by Merchant deemed unsuitable for sale on the Uber Eats App.

b. Item Inventory and Responsibilities.

i. Merchant acknowledges and agrees that neither Uber nor any Marketplace Delivery Partner takes title to any Item.

ii. For Items transferred via the Marketplace Method, with respect to the Items themselves, Merchant is responsible for complying with all health and safety laws and regulations applicable in relation to preparation and packaging of Marketplace Items. Substandard Items are Merchant's responsibility. With respect to delivery, Merchant remains responsible for all items up to the point where the Items are transferred to a Marketplace Delivery Partner, but Merchant is not responsible for the delivery itself. For Items transferred via the Aggregator Method, Merchant shall remain responsible for complying with all health and safety laws and regulations applicable in relation to all Items, up to and including the time of delivery of the Items to a Customer. Merchant agrees that, for purposes of delivery of Items via the Aggregator Method, Aggregator Delivery Partners shall operate under cover of the Merchant’s retail and health and safety licenses, registrations, authorizations and privileges and control. Merchant acknowledges and agrees that Uber never takes title to any Aggregator Item, that Merchant remains responsible for the delivery of Aggregator Items, and that Merchant shall maintain possession, control and care of the Aggregator Items at all times in full compliance with Applicable Laws. For Items transferred via the Non-Delivery Method, Merchant shall remain responsible for complying with all health and safety laws and regulations applicable in relation to all Non-Delivery Items, up to and including the time of transfer of the Non-Delivery Items to a Customer.

iii. Merchant is responsible for costs related to reimbursement to Customers in the event any such Customer(s) request a refund for Substandard Items or otherwise unsatisfactory Item(s) (including, without limitation, any costs associated with retrieving any such Substandard Items or otherwise unsatisfactory Item(s), if applicable). Uber Eats NL may deduct refunds from the Item Revenue transmitted to Merchant under this Agreement in accordance with Uber Eats NL’s refund policy, as updated from time to time, provided always that Merchant has received notification of such refund policy.

c. Documentation. Merchant will provide all documentation required by Uber Eats NL (including but not limited to business license, identification, tax identification, information regarding VAT status, alcohol license, banking documentation, and all Invoice Details) ("Required Documentation"). Merchant is solely responsible for providing Uber Eats NL with, and maintaining, accurate bank account information.

d. Restrictions. Merchant will not, and will not allow any third party to: (i) use the Uber Eats Services, the Uber Tools, or any other transactional, operational, performance or other data or information that is related to the sale of the Items (and, if applicable, delivery) to Customers through the Uber Eats App to compete with Uber, its Affiliates or the Uber Eats Services; (ii) reverse engineer or attempt to discover any source code or underlying ideas or algorithms used to provide the Uber Eats Services or Uber Tools (except to the extent that Applicable Law prohibits reverse engineering restrictions); or (iii) provide, lease, lend, disclose, or otherwise use or allow others to use, in each case, for the direct benefit of any third party, the Uber Eats Services or Uber Tools (except as otherwise authorized by Uber).

e. Alcohol. To the extent permitted under Applicable Laws, Merchant may use the Uber Eats App to transfer alcohol to a Customer subject to the additional terms set forth herein. Merchant represents and warrants that it has and will maintain all required licence(s) and/or permit(s) to sell and, if applicable, deliver alcohol, and will comply with all Applicable Laws in respect thereof, including, without limitation, time restrictions and legal age.

f. Tax. Merchant is responsible for ensuring the accuracy of its own tax filings.

g. Retail Price. Reflecting Uber’s investments to make the Merchant’s products available on Uber Eats’ Apps and to maintain the affordability of those products towards Customers and unless prohibited by applicable laws or the terms and conditions of this Agreement, or expressly permitted under another section of this Agreement, the Merchant will provide Uber with its Retail Price for Items, which Uber will display as the Retain Price shown to Customers on the Uber Tools. Uber may consider the Merchant’s Retail Prices when determining the Merchant’s prominence and availability on the Uber Tools, and/or Merchant’s participation in renewable membership programs. If Uber identifies a discrepancy between the Retail Price shown to customers on the Uber Tools and the in-store price of Items, Uber may, on the Merchant’s behalf and in accordance with this section, update the Retail Price shown to Customers on the Uber Tools to match the in-store price.

3. Ratings. Merchant acknowledges and agrees that, after receiving Item(s), a Customer may be prompted by the Uber Eats App to provide a rating of such Item(s) (and, if applicable, delivery) and, at such Customer’s option, to provide comments or feedback related to the Customer’s experience with Merchant, the relevant Item(s) on the Uber Eats App, and either the delivery services (provided by either a Marketplace Delivery Partner or Aggregator Delivery Partner) or the Non-Delivery Method experience ("Customer Feedback"). Uber reserves the right to use, share, and display Customer Feedback in any manner in connection with the business of Uber without attribution to or approval of Merchant. Uber reserves 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 Data, violate any privacy laws and regulations or other Applicable Laws, or violate Uber’s content policies.

4. Reporting. Uber Eats NL will provide Merchant with information regarding the number of Items sold by Merchant to its Customers. Uber will also provide information to Merchant regarding any refunds given to its Customers by Uber Eats NL on Merchant’s behalf, including the date of the transaction, the Item(s) refunded, the reason for the refund and any other information Uber Eats NL is permitted to provide under applicable privacy laws and regulations.

5. Fees, Retail Price of Items and Taxes.

a. Fees and Taxes.

i. Fees. In consideration for the use of the Uber Eats Services, Uber Eats NL will charge Merchant a "Service Fee" for each specific Method as specifically set forth in the Order Form (together with the Activation Fee, the Damage Fee, and any other applicable fees charged by Uber Eats NL to Merchant, the "Fees").

ii. Payment Terms. All Fees under this Agreement will be paid in Euro. Uber Eats NL will deduct any Fees from the payment Uber Eats NL collects from Customer on Merchant’s behalf, as detailed below.

iii. Costs and Expenses. Except as may be expressly set forth in this Agreement, each party will be responsible for its expenses and costs in connection with this Agreement.

iv. Taxes on Fees.

1. All Fees payable pursuant to this Agreement are exclusive of VAT.

2. If VAT is chargeable on any Fees, the Merchant shall pay to Uber Eats NL an amount equal to the amount of the VAT in addition to and at the same time as payment of the Fees.

3. Fees shall be paid free and clear of 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 Eats NL 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.

b. Retail Price of Items,Taxes and Levies.

i. Merchant is the "retailer" or "seller" of all Items (including delivery services related to such Items, if applicable). Merchant is responsible for determining and setting the original listed price, prior to any discounts or promotions, for each Item to be made available for sale via the Uber Eats App (the "Retail Price"). The Retail Price for each Item will include VAT and surcharges (such as for single-use plastics), and Merchant is solely responsible for determining and setting the rate of applicable VAT to be charged to Customers for Items available on the Uber Eats App. To the extent that Merchant does not inform Uber Eats NL of the applicable VAT rate, Merchant expressly authorizes Uber Eats NL to make such determination on its behalf and Merchant hereby acknowledges and agrees that Uber Eats NL will have no liability for the accuracy of any such determination. Merchant expressly authorizes Uber Eats NL, at Merchant’s direction, to collect such VAT on Merchant’s behalf.

ii. Merchant is solely responsible for accounting for the applicable VAT chargeable, and other levies (such as deposits or surcharges for PET bottles, PET cans and single-use plastic) in connection with the sale of Items.

6. Invoices. Merchant grants a mandate to Uber Eats NL, pursuant to which, for each order completed using the Uber Eats App, Uber Eats NL may issue an invoice and/or receipt for Items and (in the case of the Aggregator Method) delivery services to Customers in Merchant's name and on Merchant's behalf provided that Merchant has completed the required Invoice Details. Merchant may dispute invoices and/or receipts issued by Uber Eats NL on Merchant's behalf within a period not exceeding seven (7) days from the issuance date of the invoice and/or receipt. Failing this, Merchant is deemed to have validated said invoice and/or receipt. It is understood that Merchant will carry out storing and archiving of invoices and/or receipts in compliance with Applicable Laws.

7. Method Restrictions and Limitations.

a. Method Settings. If Merchant has selected both the Aggregator Method and the Marketplace Method, Merchant may select Aggregator Method and/or Marketplace Method for delivery of future orders of Items to its Customers. Merchant may apply its selections to some or all future orders. Merchant may modify its Method selection at any time. However, the selected Method for an order cannot be modified after the order has been placed. All orders pending at the time Merchant modifies its Method must be completed via the Method selected when the order was placed. The proper Method for each order will be reflected in Merchant’s order dashboard available via the Uber Tools. Uber Eats NL may, at its discretion, modify delivery settings on Merchant’s behalf.

b. Delivery Radius Modification. Uber Eats NL, at its discretion, reserves the right to modify Merchant’s delivery radius for reasons including, without limitation, to prevent or otherwise limit unfulfilled orders.

c. Temporary Usage Restriction. Uber Eats NL, at its discretion, reserves the right to restrict or otherwise limit Merchant’s access to the Uber Eats App for a period of time for reasons including, without limitation, to prevent or otherwise limit unfulfilled orders

d. Transfer Restrictions. The following restricted items may not be transferred via the Uber Eats App: people or animals of any size, illegal items, fragile items, dangerous items (like weapons, explosives, flammables, etc.), stolen goods, or any items that Merchant does not have permission to transfer. Uber Eats NL reserves the right to prohibit transfer of additional Items at its sole discretion.

8. Marks.

a. Marks. Subject to this Agreement, each party hereby grants to the other party (and, in the case of Uber, to its Affiliates) a limited, non-exclusive and non-transferable license during the Term to use such party’s respective Marks, on a royalty free basis, in connection with the activities related to this Agreement. This license includes the right to reproduce, adapt and represent (in connection with all or part of the activities related to this Agreement) the Marks for the entire world, using all means and media, and without any restriction of any kind as regards exploitation methods, number of prints, dissemination or utilisation. All uses of a party’s Marks (owned or licensed, as applicable) by the other party will be in the form and format specified or approved by the party that owns (or is a licensee of, as applicable) such Marks. Other than as specifically set forth in this Agreement, neither party will use the other party’s Marks without the prior, express, written consent of the other party. Any use or display of Merchant’s Marks by Uber in connection with making Items available through the Uber Eats App in the ordinary course of business will not require any such prior, express, written consent. All goodwill related to the use of a party’s Marks by the other party will inure to the benefit of the party that owns (or is a licensee of, as applicable) such Marks. Except as expressly set forth herein, neither party will be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights. All rights not granted are expressly reserved. Merchant agrees that it will not, and will ensure that Aggregator Delivery Partners 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.

9. Marketing and Promotional Activities.

a. Marketing. Uber may showcase the availability of Merchant’s Items via the Uber Eats App through various promotional activities including, without limitation, Access Points, social media channels, websites, advertisements, blogs or other media available now or hereinafter created. Uber (or a party designated by Uber acting on Uber’s behalf) may create video, still images and/or other materials for marketing and other efforts related to the Uber Eats App ("Uber Eats Marketing Materials"). Merchant agrees that Uber Eats Marketing Materials (including, without limitation, all intellectual property rights therein) are and will remain the sole and exclusive property of Uber. Additionally, Merchant may choose to provide videos, still images and/or other materials to Uber ("Merchant Marketing Materials") for use in connection with the display of Merchant’s Items on the Uber Eats App, and Merchant hereby grants Uber a non-exclusive, royalty free right to use, reproduce, adapt, represent, and display such Merchant Marketing Materials in connection with Merchant’s Items and other promotional activities relating to the Uber Eats Services, for the entire world, during the Term, using all means and media, and without any restriction other than as required by Applicable Law as regards exploitation methods, number of prints, dissemination or utilisation.

b. No Additional Amounts. Merchant acknowledges and agrees that, through advertising and marketing, Uber may seek to attract new merchants to Uber Eats and to increase existing users of the Uber Eats Services and Uber Eats App. Merchant acknowledges and agrees such advertising or marketing does not entitle Merchant to any additional monetary amounts beyond the amounts expressly stated in this Agreement.

c. Merchant Promotional Offers. Uber Portier may authorize Merchant to use certain automated tools that allow Merchant to provide promotional Offers to Customers through the Uber Eats App in accordance with the terms of this Agreement. Merchant agrees that it is solely responsible for fulfilling and, subject to technical and functional limitations of the automated tools, defining the Offers provided by Merchant to its Customers.

i. Merchant Promotional Offers. Subject to this Agreement and any other guidelines or eligibility criteria for Offers that Uber Eats NL may make available from time to time, Uber Eats NL hereby authorizes Merchant to use Uber’s proprietary, automated tools ("Offer Tools") to create and provide Offers to Customers. Unless otherwise specified by Uber Eats NL, Merchant will be solely responsible for defining each Offer (within the scope of functionality provided by the Offer Tools), including, without limitation, the start date, end date, and budget for each Offer. Each Offer will be subject to Uber Eats NL’s prior written approval. Merchant is responsible for providing to Uber Offer Materials in a format and within deadlines specified by Uber Eats NL for such to be reproduced for the provision of the Offer to Customers.

ii. Merchant’s Responsibilities. Merchant will honor and fulfill the terms of the Offer. Merchant represents and warrants that Merchant will run all Offers in accordance with all Applicable Laws which apply to the Offers. Merchant represents and warrants that Merchant possesses all necessary authority, rights, licenses, consents and permissions to run the Offer (including, without limitation, the rights to any Offer Materials provided to Uber Eats NL). Merchant will not use an Offer to make charitable donations. For free or reduced Delivery Charge Offers, Merchant will be solely responsible for the reduction to the amount that Uber Eats NL collects from Customers with respect to the Delivery Charge.

iii. Offer Redemption Fees. Merchant acknowledges that Uber Eats NL may charge fees in connection with the use of Offer Tools, the creation of Offers, and the redemption of Offers (“Offer Redemption Fees”). Offer Redemption Fees are exclusive of any VAT or other sales taxes. If applicable, VAT and/or other sales taxes shall be charged and collected in the same manner as Offer Redemption Fees. Uber may charge different rates for different types of Offers.

Invoicing and Payment Schedule. Uber Eats NL will charge the Offer Redemption Fees to Merchant. Merchant agrees that unless otherwise agreed in writing, Uber Eats NL or its Affiliates will deduct the Offer Redemption Fees from any payment due to Merchant, such as a deduction from the remittance of Item Revenue collected on each Merchant’s behalf. Further, Uber Eats NL may continue to deduct such Offer Redemption Fees from following weekly payouts until such time when the Offer Redemption Fees are paid in full. If agreed by Uber Eats NL in writing, Uber Eats NL may invoice Merchant in arrears for the amount of the Offer Redemption Fees, which shall be due and payable within thirty (30) days of Merchant’s receipt of such invoice. In both instances, collection of the Offer Redemption Fees will take place after the redemption of an Offer. Subject to the foregoing, Uber Eats NL reserves the right to set a maximum spend threshold or suspend Merchant’s access to the Offer Tools until the Offer Redemption Fees are paid in full. Uber Eats NL reserves the right to offer credits and/or discounts to fully or partially fund the Offer Redemption Fees, which may be subject to a limited time period or other restrictions, at Uber Eats NL’s sole discretion. Uber Eats NL and its Affiliates further reserve the right to collect Offer Redemption Fees by debiting the payment method or Merchant’s bank account on record, or otherwise seeking reimbursement from Merchant by any lawful collection methods available. Any disputes about Offer Redemption Fees must be submitted to Uber Eats NL in writing within 14 days of the date Merchant incurred such charge, otherwise Merchant waives such dispute and such charge will be final and not subject to challenge.
Charged per Redemption. Offer Redemption Fees are fixed and charged per redemption at the rate advised at the time of Offer creation. Merchant understands that third parties may redeem Offers for unintended purposes, and Merchant acknowledges and agrees that Merchant may still be charged for such redemptions.

v. Reporting and Offer Costs. Uber Eats NL will use good faith efforts to provide Merchant with reasonable information regarding Merchant's Offers, which may include, without limitation, the Offer Costs and the number of Items sold in connection with an Offer. Uber Eats NL, in its sole discretion, may highlight Offers and/or the results of Offer in its own marketing materials.

v. Service Fees. For Items where an Offer has been applied as a discount to the Retail Price of the Item, Uber Eats NL will charge Merchant a Service Fee based on the discounted Retail Price and not the full Retail Price. If Merchant's Offer consists of a discount on delivery, the Service Fee will be calculated as described in the Agreement and will not change. Merchant agrees that Merchant is solely responsible for Offer Costs and that Uber Eats NL may deduct Offer Costs from Merchant's Item Revenue. If Merchant is paid for an Item, it is responsible for the Service Fee and relevant Offer Costs.

vi. Co-Funded Offers. In consideration for Merchant’s efforts in running an Offer and stimulating customer demand and user traction through the Uber Eats App, Merchant may charge Uber a fee to cover a portion of the cost of the relevant Offer (the “Promotional Fee”). Promotional Fees will be chargeable only where separately agreed upon for each Offer and may be self-billed. Offer Redemption Fees (if applicable) will remain chargeable to Merchant for the Uber Eats NL funded portion of the relevant offer.

v. Modification, Suspension, Discontinuation. Uber reserves the right, at any time, temporarily or permanently, in whole or in part, to modify, suspend or discontinue the Offer Tools or the ability for Merchant to provide Offers. Merchant agrees that neither Uber nor any of its Affiliates shall be liable to Merchant (or to any third party) for the Offer or the Offer Tools, including for any modification, suspension or discontinuance of the Offer or the Offer Tools or providing Merchant with the ability to provide Offers.

d. Ranking. We may use certain parameters to determine how prominently Merchants appear in the Uber Eats App (the "Parameters"). These Parameters are selected to optimise the marketplace experience for all users of the Uber Eats App, including you, Customers and Delivery Partners. The main Parameters used for ranking include the time you have been on the Uber Eats App, customer preferences (evidenced, for example, by previous orders, searches or clicks), cuisine types, promotional offers, contextual factors (for example, the time of day, the day of the week), past ordering experiences (based, for example, on feedback, acceptance of orders and preparation time), availability, pricing, profitability (for Uber Eats NL), basket size, estimated delivery time, delivery zone and any paid advertising you place on the Uber Eats App. The Parameters are taken into account any time merchants are displayed in the Uber Eats App, including in response to a Customer's search query and in the home feed. You can influence how prominently you appear in the Uber Eats App by making promotional offers, placing paid advertising, and receiving positive feedback from Customers and Delivery Partners. Uber Eats NL shall provide you with fifteen (15) days’ notice of important changes to the Parameters.

e. Publicity. Except as may be expressly set forth in this Agreement or otherwise agreed by the parties in writing, neither party may issue a press release or otherwise refer to the other party in any manner with respect to this Agreement or otherwise, without the prior written consent of such other party.

10. Renewable Membership.

Renewable Membership program inclusion. If the Renewable Membership fee and the non-Renewable Membership fee are the same, customers that hold a Renewable Membership may not (in Uber’s sole discretion) receive certain benefits when they purchase items from the merchant that they may otherwise receive when they purchase items from other merchants on the Uber apps.

11. Virtual Restaurants.

a. Definition. A Merchant who currently offers Meals via the Uber Eats App may, under certain conditions, operate a Virtual Restaurant. All Virtual Restaurant Meals are sold by Merchant.

b. Merchant’s Responsibilities. Without prejudice to any other provision of this Agreement, a Merchant operating a Virtual Restaurant must adhere to the following conditions:

i. Merchant represents and warrants that Merchant will prepare and sell all Meals from Virtual Restaurant at Merchant’s restaurant premises.

ii. If this premises address changes, Merchant will provide Uber Eats NL with no less than seven (7) days’ advance written notice.

iii. The Virtual Restaurant trading name is Merchant’s Mark and is subject to the indemnification provision of the Agreement. Merchant represents and warrants that (A) the Virtual Restaurant trading name does not infringe, misappropriate, or otherwise violate any third party’s intellectual property or other proprietary rights and (B) it has the right to display the Virtual Restaurant trading name on the Uber Eats App. Merchant agrees that Uber Eats NL may remove Virtual Restaurant from the Uber Eats App if Uber Eats NL reasonably believes that it may infringe, misappropriate, or otherwise violate any intellectual property or other proprietary rights.

iv. Uber Eats NL may provide Merchant with Virtual Restaurant Data. Merchant agrees that any Virtual Restaurant Data provided by Uber Eats NL to Merchant constitutes Confidential Information.

12. Confidential Information; Personal Data; Feedback.

a. Definition. Each Recipient agrees that it will not disclose the Discloser’s Confidential Information to any third parties other than Representatives, or use it in any way other than as necessary to perform this Agreement. Each Recipient will ensure that Confidential Information will only be made available to those of its Representatives who have a need to know such Confidential Information and who, prior to any disclosure of such Confidential Information, are bound by written obligations of confidentiality with respect to such Confidential Information that are no less stringent than those set forth in this Agreement. Recipient will cause its Representatives to comply with the terms of this Agreement and will be solely responsible for any breach of this Agreement by any of its Representatives. Each Recipient will not, and will not authorize others to, remove or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information. The foregoing prohibition on use and disclosure of Confidential Information will not apply to the extent: (i) the Discloser has authorized such use or disclosure (and Merchant hereby authorizes Uber Eats NL to disclose the terms of this Agreement to Merchant’s franchisees in connection with executing contracts that reference this Agreement with such franchisees) and (ii) a Recipient is required to disclose certain Confidential Information of the Discloser as a matter of law or by order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose (to the extent legally permissible) and reasonably assist in obtaining a protective order prior to making such disclosure. Upon expiration or termination of this Agreement and as requested by Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form. Neither party makes any representation or warranty that Confidential Information is complete or accurate; all Confidential Information is provided "as is".

b. Privacy. Regarding any Personal Data transferred from Uber or its Affiliates to the Merchant, the Parties agree that each party acts as an independent Controller and is responsible for complying with any applicable Data Protection Laws. This includes, but is not limited to, notifying individuals of their personal data processing and informing them about their rights. If the transfer of personal data by Uber to the Merchant involves a transfer from the EEA, UK, and Switzerland to a region outside these areas, the Merchant agrees to notify Uber and to conclude the Standard Contractual Clauses ("SCC") to facilitate such a transfer. Merchant agrees to use Personal Data provided to Merchant by Uber Eats NL solely for the purpose of providing Items to Customers under this Agreement. Merchant agrees to use Personal Data provided to Merchant by Uber solely by using the Uber Tools provided by Uber Portier and shall not copy, store, retain, remove from the Uber Tools or otherwise process the Personal Data. Only in the Aggregator Method, Merchant is permitted to copy Personal Data provided via the Uber Tools and share it with its Aggregator Delivery Partners for the sole purpose of providing Items to Customers in accordance with this Agreement, and will be responsible for compliance with applicable data protection regulations as a data controller, or the responsible party, for such Personal Data as specified in clause 5(a) of the Aggregator Method Specific Supplemental Terms.

c. Aggregate Data. Merchant acknowledges that Uber Eats NL may use aggregate, anonymized data related to Merchant’s transactions in connection with the Uber Eats Services ("Aggregate Data") and may share Aggregate Data with a commercial partner to achieve any commercial purpose, as described in paragraph (h) below. If Merchant allows a third party to provide technology services to Merchant in connection with Merchant’s obligations under this Agreement, then Uber Eats NL may share Aggregate Data with such third party to enable the provision of Uber Eats Services to Merchant.

d. Third Party Disclosure. Merchant acknowledges that Uber Eats NL may share Merchant contact information (including name, address, email, and phone number) with third parties necessary to Merchant's onboarding on the Uber Eats App, including logistics and/or delivery service providers (for the delivery of Devices or other equipment), as well as photography services (for any photography which may be provided by a third-party provider on behalf of Uber Eats NL).

e. Passwords. Merchant is responsible for maintaining the integrity of information related to Merchant’s access and use of the Uber Tools and related Uber Eats Services, including any password, login or key information. Merchant represents and warrants that Merchant will not share such information with any third party.

f. Data Identification Restriction. Without limiting any other provision of this Agreement, including any provision in this clause, Merchant will not merge any of the data collected or otherwise obtained in connection with this Agreement, including, without limitation, any Personal Data, with other data collected from any source or otherwise use any of the data collected or otherwise obtained in connection with this Agreement, including, without limitation, any Personal Data, for the purpose of re-identification, targeted marketing, analytics or any other similar purpose.

g. Feedback. Merchant may, but is not obligated to, provide or otherwise make available to Uber certain feedback, suggestions, comments, ideas, or other concepts relating to Uber’s products and services ("Feedback"). However, to the extent that Merchant provides or otherwise makes available Feedback to Uber, Merchant hereby grants to Uber a perpetual, irrevocable, worldwide, royalty free, fully sublicensable right to use, reproduce, adapt, represent and otherwise exploit such Feedback, during the Term, using all means and media, and without any restriction of any kind with regard to exploitation methods, number of prints, dissemination or utilisation.

h. Access to Uber Data. The Uber Data you have access to through your use of the Uber Eats Services and Uber Tools, includes onboarding data (e.g. bank account information, contact information, KYC information), operational data (e.g. order history, delivery information and other metrics), financial data (e.g. Item Revenue due to you, Fees due to Uber Eats NL, past payout amounts), and feedback (from Customers and Delivery Partners). After expiry or termination of this Agreement, you will lose access to Uber Data. Uber has access to Uber Data via the Uber Tools and may use it for the purposes described in Uber’s Privacy Notice and for commercial purposes, unless expressly prohibited by this Agreement. Uber Eats NL may share data with third parties as described in its Privacy Notice (available at privacy.uber.com), for example with service providers that assist Uber Eats NL in providing the Uber Eats Services, and it is not possible for Merchant to opt-out of such sharing. Uber may also share Aggregate Data with selected partners for commercial purposes related to the Uber Eats App ("Partner Sharing"). It is not possible for Merchant to opt-out of Partner Sharing, however Merchant’s data is not individually identifiable within Aggregate Data. In case Uber Data is also considered, in accordance with applicable laws, Merchant’s Personal Data, the information provided in, and the rights afforded under, Uber’s privacy notice shall, in case of a conflict, supersede this paragraph.

13. Indemnification.

a. Indemnified Claims. Each party (the "Indemnifying Party") will indemnify, defend and hold harmless the other party, its affiliates and their respective directors, officers, employees and agents (the "Indemnified Party") from and against any and all claims, damages, liabilities, causes of action, and losses (including reasonable attorney’s fees) (collectively, "Losses") with respect to any third party claim arising out of or related to: (i) the negligence or willful misconduct of the Indemnifying Party or its employees or agents (in Merchant’s case, including Aggregator Delivery Partners but excluding Uber Eats NL and Marketplace Delivery Partners to the extent they are Merchant’s agents) in their performance of this Agreement; (ii) any claims that, if true, would be a breach of any of the Indemnifying Party’s (in Merchant’s case, including via Aggregator Delivery Partners) representations, warranties or covenants in this Agreement; and (iii) any claims that the Indemnifying Party’s Marks infringe a third party’s intellectual property rights, as long as such Marks have been used in the manner approved by the Indemnifying Party.

b. Merchant will indemnify, defend and hold harmless the Uber Indemnified Parties from and against any and all Losses with respect to any third party claim arising out of or related to: (A) Merchant’s violation or alleged violation of any applicable retail food or other health and safety code, rule or regulation, (B) Merchant’s failure to determine the applicable VAT and other fees charged; (C) Merchant’s failure to apply correct VAT rates, including those rates adjusted by Uber Eats NL on Merchant’s behalf; (D) VAT, other fees, penalties, interest and other costs related to Merchant’s obligations; (E) Merchant copying, storing, retaining, removing from the Uber Tools or otherwise processing the Personal Data, except as permitted by clause 11(b) of these General Supplemental Terms; (F) any third party claim for actual or alleged infringement of a third party’s intellectual property or other proprietary rights arising out of or in connection with any Offer run by Merchant and use of Offer Materials; and/or (G) any third party claim arising out of or in connection with the manufacture, production, distribution, handling, advertising, consumption or use of, or otherwise relating to, any Offer run by Merchant, whether or not any claim arises during the Term of the Agreement, except in the case of each of (A)-(E) above, to the extent such harm was directly caused by the gross negligence or willful misconduct of Uber or its employees, agents or Delivery Partners. With respect to the indemnities in (F) and (G) above, approval by Uber Eats NL of any Offer or use of any Offer Materials shall not affect this right of indemnification.

c. Procedure. Each Indemnified Party will provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defence of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defence of a claim, at Indemnifying Party’s expense.

14. Insurance. During the Term and for one (1) year thereafter, each party will maintain Commercial General Liability and, if required by law, Worker’s Compensation insurance. The Commercial General Liability insurance policy limits will be minimum one million Euro (EUR 1,000,000) combined single limit per occurrence for bodily injury, death and property damage liability, and minimum two million Euro (EUR 2,000,000) in aggregate. All policies will be made with reputable insurance companies with a Best’s policyholder rating of not less than A-. Merchant shall not cancel or materially reduce its insurance without thirty (30) days’ prior written notice to Uber Eats NL. Upon a party’s request, the other party will provide evidence of the insurance required herein. In no event will the limits of any policy be considered as limiting the liability of a party under this Agreement.

15. Auditing/Investigations. During the Term of the Agreement and for a period of 12 months after expiry or termination of it, on:

a. an annual basis; and/or

b. in case of any suspected or actual breach of (a) the Community Guidelines or any other code of conduct applicable to Merchant, (b) the Agreement, or (c) any of Merchant’s obligations under any applicable labour, anti-slavery or anti-bribery and corruption provisions, laws, regulations, guidelines and codes by Merchant or any Representative;

Uber Eats NL shall have the right to audit (directly or indirectly) at Merchant’s offices, or request and receive copies of, any or all of Merchant’s records including, but not limited to payroll slips, social contribution expenses, tax returns, receipts and expenses, at Merchant’s cost, subject to at least twenty four (24) hours’ written notice. Merchant shall also inform Uber Eats NL immediately in writing should it or any Representative be under investigation by any relevant authority in relation to any such potential or actual breach. Uber Eats NL reserves the right to send Merchant questionnaires to assess compliance with the Agreement, to which Merchant agrees to reply within twenty-four (24) hours from the moment the questionnaire is sent, or a different deadline if specified in the questionnaire.

16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws as specified in the Order Form without regard to its conflict of laws provisions.

17. Internal Complaint System. In case you face issues using the Uber Eats Services and/or have complaints about the Uber Eats Services or this Agreement, you can contact us free of charge via the ‘Help’ section in the Uber Tools or by visiting https://help.uber.com/restaurants so our support team can follow up. We will inform you of the outcome within a reasonable period of time.

18. Dispute Resolution. In the event of any Dispute arising out of or in connection with the Agreement, the parties agree in the first instance to discuss and consider referring the Dispute to mediation in accordance with the Centre for Effective Dispute Resolution ("CEDR") Model Mediation Procedure (https://www.cedr.com). The parties remain free to jointly identify any mediator of their choice in the event of a Dispute.

19. General.

a. Waiver. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.

b. Modification. Any modification or amendment to the Order Form shall be effective only if in writing and signed by both parties, provided that Uber reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. Any modification or amendment to the Supplemental Terms shall be in accordance with clause II(B) of the Order Form.

c. Severability. If any provision of the Agreement is held to be illegal, invalid or unenforceable, in whole or in part, such provision or part thereof shall to that extent be deemed not to form part of the Agreement but the legality, validity and enforceability of the remainder of the Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable (part of the) provision with a (part of a) provision that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable (part of the) provision, given the contents and purpose of the Agreement.

d. Force Majeure Event. Any delay in or failure by either party in the performance of this Agreement shall be excused if and to the extent such delay or failure is caused by a Force Majeure Event. The affected party will promptly notify the other party upon becoming aware that any Force Majeure has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under the Agreement.

e. Assignment. Merchant may not assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of Uber. Uber may assign or transfer this Agreement or any or all of its rights or obligations hereunder, in whole or in part, under this Agreement without consent or notification. Uber shall be expressly discharged from all obligations and responsibilities arising after the assignment or transfer. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns.

f. Relationship between the Parties. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship (including from a labour law, tax law or social security law perspective), between Uber (and/or its Affiliates) and Merchant or Uber (and/or its Affiliates) and any Delivery Partners; and (b) except as specified in this Agreement, no joint venture, partnership, or agency relationship exists between Uber (and/or Uber’s Affiliates) and Merchant or Uber (and/or Uber’s Affiliates) and any Delivery Partners. No party shall have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto, in the absence of a separate writing, executed by an authorized representative of the other party. Each party shall be solely responsible for its employees and contractors used in connection with this Agreement. Except as otherwise expressly provided herein with respect to Uber acting as the limited payment collection agent solely for the purpose of collecting payment from Customers on behalf of Merchant, the relationship between the parties under this Agreement is solely that of independent contractors.

g. Entire Agreement. This Agreement contains the full and complete understanding and agreement between the parties and supersedes all prior and contemporary understandings and agreements, whether oral or written. In this Agreement, the words "including" and "include" mean "including, but not limited to."

h. Third Party Beneficiaries. Merchant acknowledges that there are no third party beneficiaries to this Agreement, except for Uber B.V. (in its capacity as agent for Uber) and Uber’s Affiliates. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims, except with respect to Uber B.V. (in its capacity as agent for Uber) and Uber’s Affiliates.

i. Liability. Nothing herein limits or excludes (nor is intended to limit or exclude) any statutory rights that Merchant or Uber may have under Applicable Laws that cannot be lawfully limited or excluded.

j. Payment Processing Errors. Uber Eats NL reserves the right, in its sole discretion, to seek reimbursement from Merchant if Uber Eats NL discovers payment processing errors. Uber Eats NL may deduct from Merchant's Item Revenue, debit Merchant's payment method on file, or seek reimbursement from Merchant by any other lawful means to correct any errors. Merchant authorizes Uber Eats NL to use any or all of the above methods to seek reimbursement.

k. Notice. Any notice will be sent to the address of the relevant party listed in the Order Form and deemed duly given: (a) upon actual delivery, if delivery is by hand; or (b) three (3) days after being sent by overnight courier, charges prepaid; or (c) by electronic mail to the designated recipient.

ANNEX A - PAYMENT TERMS

Last Updated: 13 May 2019

These Payments Terms of Service ("Payments Terms") constitute a legally binding agreement between you as Partner (as defined below) on the platforms provided by Uber (as defined below) ("Uber Platforms"), Uber and Uber Payments B.V., a private limited company established in the Netherlands, with its head office situated at Burgerweeshuispad 301, 1076 HR Amsterdam, Netherlands, and registered with the Chamber of Commerce under number 71201157 ("Uber Payments"). These Payments Terms govern the Payments Services (as defined below) performed on behalf of Uber in connection with activities that take place via the Uber Platforms.

The Uber Terms of Service and/or the Agreement ("Uber Terms") separately govern the use of the Uber Platforms and the Uber Services. All capitalized terms in these Payments Terms have the meaning set forth in the Uber Terms, unless otherwise defined in these Payments Terms.

1. Scope and Use of Payment Services and Qualification of Payments Terms

1.1 For any part of the Uber Services that constitutes a payment service, Uber has engaged Uber Payments to provide such payment service on behalf of Uber to Partners in connection with activities that take place via the Uber Platforms ("Payment Services"). Such Payment Services may consist of payment processing, acquiring of payment transactions (including payment transactions involving E-money), money remittance, the execution of payment transactions and/or other payment services in support of the Uber Platforms.

1.2 Uber Payments may restrict the availability of the Payment Services, or certain services or features thereof, to carry out maintenance measures that ensure the proper or improved functioning of the Payment Services. Uber Payments may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time.

1.3 Your access to or use of certain Payments Services may be subject to, or require you to accept, additional terms and conditions. If there is a conflict between these Payments Terms and terms and conditions applicable for a specific Payment Service, the latter terms and conditions will take precedence, unless specified otherwise.

1.4 These Payments Terms are a framework agreement for the provision of payment services, as referred to in Article 4(21) of PSD 2.

2. Definitions

2.1 "Affiliate" means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest, the majority of the voting rights of such entity, the ability of such entity to ensure that the activities and business of that Affiliate are conducted in accordance with the wishes of that entity or the right to receive the majority of the income of that Affiliate on any distribution by it of all of its income or the majority of its assets on a winding up.

2.2 "Agreement" means the services agreement between Uber and the Partner governing the Partner's use of the Uber Platforms, including any general terms and conditions applicable thereto, as amended from time to time.

2.3 "Article" means an article in these Payments Terms.

2.4 "Business Day" means a day on which banks in the Netherlands are open for regular business.

2.5 "Custodian" means the Stichting Custodian Uber Payments, a foundation established in the Netherlands, situated at Burgerweeshuispad 301, 1076 HR Amsterdam, Netherlands, and registered with the Chamber of Commerce under number 71400397 and its successor(s) or assignee(s).

2.6 "E-money" means a stored value amount issued by Uber Payments to a User that can be used by the User to pay a Partner Charge.

2.7 "Fees" means any fee due by the Partner to Uber or third parties (including the P2P Charge, chargebacks, etc.) pursuant to the Agreement or the Payments Terms.

2.8 "P2P Charge" means the amount charged by a Partner to another Partner resulting from a Service provided by a Partner to the other Partner in accordance with the Agreements of each of the Partners.

Example: when making a delivery on the Uber Eats platform, a courier provides a delivery service directly to the restaurant. Under its agreement, the restaurant will be required to pay the couriers for the delivery service provided by the courier to the restaurant. The fee due by the restaurant to the courier is an example of a P2P Charge.

2.9 "Partner" means an independent company or person supplying goods and/or services through the Uber Platforms for which it has entered into an Agreement with Uber.

2.10 "Partner Charges" means all amounts charged by a Partner to a User or a Partner (i.e. the P2P Charge) for the provision of the Services.

Example: examples of a Partner Charge are:

the fare (including any other charges) charged by a driver to a rider;

the amount charged by a restaurant to a user ordering from that restaurant;

the amount charged by a courier to a restaurant for delivery services.

2.11 "Payments Terms" means these general terms and conditions for the Payment Services, as amended or restated from time to time.

2.12 "Pay-out" means a payment transaction initiated by the Partner of the (entire or part of the) Pay-out Amount.

2.13 "Pay-out amount" means the amount administered in the name of the Partner which consists of the Partner Charges plus Uber Amounts minus Fees.

Example: where a driver completes a ride for a rider, the rider is charged a fare. This fare is collected on behalf of the driver and the fees due to Uber are deducted. The amount of the fare minus the fees is the amount available for pay-out to the driver - this is the Pay-out amount.

2.14 "Payment Services" means services provided to the Partner by Uber Payments on behalf of Uber, as described in Article 5.

2.15 "PSD 2" means the European Union’s revised Payment Services Directive (Directive (EU) 2015/2366).

2.16 "Services" means any supplying of goods and/or services provided by the Partner as laid down in the Agreement.

2.17 "Uber" means Uber B.V., a private limited company established in the Netherlands, with its head office situated at Burgerweeshuispad 301, 1076 HR Amsterdam, Netherlands, and registered with the Chamber of Commerce under number 56317441; Uber Portier B.V., a private limited company established in the Netherlands, with its head office situated at Burgerweeshuispad 301, 1076 HR Amsterdam, Netherlands, and registered with the Chamber of Commerce under number 65851307; Uber Eats NL B.V., a private limited company established in the Netherlands, with its head office situated at Burgerweeshuispad 301, 1076 HR Amsterdam, Netherlands, and registered with the Chamber of Commerce under number 76523993 and their respective successor(s) or assignee(s).

2.18 "Uber Amount" means any applicable payment, incentive or other amount due by Uber to the Partner under the Agreement.

2.19 "Uber Payments" means Uber Payments B.V., a private limited company established in the Netherlands, with its head office situated at Burgerweeshuispad 301, 1076 HR Amsterdam, Netherlands, and registered with the Chamber of Commerce under number 71201157 and its successor(s) or assignee(s).

2.20 "Uber Platforms" means the digital platforms that provide the infrastructure and rules for the digital marketplaces offered by Uber.

2.21 "User" means the end user which is authorised by Uber to use the mobile application of Uber in order to use Services.

3. General information

Contact details:

Uber Payments B.V.

Burgerweeshuispad 301

1076 HR Amsterdam

Netherlands

Uber Payments B.V. is licensed as an e-money institution (elektronischgeldinstelling) to issue e-money and to provide the payment services of (i) execution of payment transactions (ii) issuing of payment instruments and/or acquiring of payment transactions and (iii) money remittance. Uber Payments B.V. is licensed and supervised by the Netherlands Central Bank (De Nederlandsche Bank N.V.) with address: Westeinde 1, 1017 ZN, Amsterdam, P.O. Box 98, 1000 AB Amsterdam, the Netherlands and is also supervised by the Netherlands Authority for Financial Markets (Autoriteit Financiële Markten) with address: Vijzelgracht 50, 1017 HS Amsterdam, the Netherlands.

4. Partner information and personal data

4.1 The Partner must provide Uber Payments, or a party designated by Uber Payments with all data and information requested by or on behalf of Uber Payments that Uber Payments (in its sole discretion) requires to provide the Payment Services and/or to fulfil its legal obligations. Such information includes (but is not limited to) information necessary for Uber Payments to identify the Partner, verify its identity and provide Uber Payments with insight into the Partner's ownership and control structure. At Uber Payments first request, the Partner will provide Uber Payments with any additional information requested by it.

4.2 The Partner represents and warrants that data and information provided by it to Uber Payments (or a third party on Uber Payments' behalf) is accurate and complete.

4.3 In the event any of the information the Partner has provided to Uber Payments under Article 4.1 changes, the Partner will immediately notify Uber Payments of such changes via the Uber Platforms or via email. Until the moment that Uber Payments has received such updated data or information, Uber Payments may assume that the data and information provided to Uber Payments or the party designated by it are complete and correct.

4.4 Subject to all applicable laws, Uber Payments may provide to a third party, such as a court of law, a regulatory body or law enforcement, any information (including personal data) about Partners collected and processed for the purpose of providing the Payment Services if: (a) there is a complaint, dispute or conflict between a Partner and a User regarding a payment; (b) it is necessary to enforce the Payments Terms, (c) it is required, in Uber Payments', Uber’s, or any Affiliate’s sole discretion, by applicable law or regulation; (d) it is necessary, in Uber Payments', Uber’s or any Affiliate’s sole discretion, to (1) protect the safety, rights, property or security of Uber Payments, Uber, the Payments Services or any third party, (2) detect, prevent or otherwise address fraud, security or technical issues, and/or (3) prevent or stop activity which Uber Payments, Uber or any of its Affiliates, in their sole discretion, consider to be, or to pose a risk of being, illegal, unethical or legally actionable; or (e) it is required or necessary, in Uber Payments', Uber’s or any Affiliate’s sole discretion, for insurance or other purposes related to the Partner’s ability to qualify, or remain qualified, to use the Uber Services. The Partner understands that Uber Payments may retain Partner's personal data for legal, regulatory, safety, and other necessary purposes after the Agreement is terminated. Uber Payments processes personal data in accordance with the Uber privacy policy at https://privacy.uber.com/policy.

4.5 When entering into the Payments Terms, Uber and Uber Payments will ask for the Partner’s consent in accordance with Article 94 PSD 2 to access, process and retain personal data necessary for the provision of the Payment Services. The Partner can revoke the consent given in accordance with this clause at any time. If the Partner revokes the consent, the Partner will not be able to use any Uber Services and Uber will have to terminate the Agreement.

5. Payment services provided by Uber Payments on behalf of Uber

5.1 Uber Payments enables the Partner to receive payments from the User or another Partner for Services that the Partner provides through an Uber Platform. The Partner therefore agrees that Uber Payments will accept and process payment transactions, including E-money transactions. More specifically, Uber Payments receives any funds due by the User or another Partner (the Partner Charges) or Uber (the Uber Amounts) on behalf of the Partner. Upon receiving the funds, Uber Payments deducts any applicable Fees and pays out the remainder to the Partner (the Pay-out Amount) as set-out in Article 7.

5.2 Uber Payments administers the Pay-out Amount in the name of the Partner. Uber Payments will only transfer the Pay-out Amount to a Partner (Pay-out) if it has received the full amount (including Fees) from a User or another Partner or another payment service provider (and in the event of an Uber Amount, from Uber) for the Services and if such transfer is in accordance with the Agreement and the Payments Terms.

6. Partner Charges and P2P Charges

6.1 On behalf of Uber, Uber Payments will collect the Partner Charges due to the Partner for the Services provided. Any such Partner Charges will be received by the Custodian or, if received by Uber Payments, be transferred to the Custodian as soon as possible. Uber Payments will on behalf of Uber subsequently arrange for Pay-out of the Pay-out Amount to the Partner in accordance with the terms and conditions of the Agreement.

6.2 Uber Payments will transfer the P2P Charge for the provided Services on behalf of the Partner that owes the P2P Charge to the Partner to which the P2P Charge is due (for which latter Partner Uber Payments receives the P2P Charge as a Partner Charge). Any such transfer of the P2P Charge will be administered by the Custodian.

6.3 Uber Payments will transfer the Pay-out Amount to the Partner in the currency in which the Partner Charge was received by the Custodian.

6.4 Uber Payments will arrange for Pay-out to the bank account as designated by the Partner on the relevant Uber Platform. The Partner may only designate a bank account that is administered in its own name for Pay-out. Any changes of the bank account must be notified to Uber Payments as soon as possible. The Partner represents and warrants that the bank account designated by it on the Uber Platform is a bank account administered in its own name.

6.5 The Partner authorizes Uber Payments to use the Partner Charges (including for the avoidance of doubt, the P2P Charge) to satisfy all claims of Uber or third parties vis-à-vis the Partner under or pursuant to the Agreement and/or the Payments Terms. Uber Payments is authorized to deduct the amount of such claims from the Partner Charges and transfer such amounts to Uber and itself. Uber Payments shall in this respect be entitled to solely rely on the information it receives from Uber as binding evidence of such amounts due by the Partner. The Partner may provide evidence to the contrary.

7. Pay-out

7.1 Uber, Uber Payments and the Partner can agree that Pay-out takes place on a specific incidental or recurring date. Such agreement constitutes an instruction for Pay-out. Such instruction for Pay-out will be regarded as having been received by Uber Payments on the moment that the Partner indicates on the relevant Uber Platform that it wishes to receive Pay-out and the agreement to that instruction has been confirmed by Uber on its behalf and on behalf of Uber Payments.

7.2 Any instruction for Pay-out received by (or on behalf of) Uber Payments (a) on a day that is not a Business Day or (b) after 17:00 Amsterdam time on a Business Day will be regarded as having been received on the next Business Day.

7.3 If Pay-out takes place in euros, Uber Payments will ensure that the account of the bank holding such account is credited with the Pay-out amount no later than on the end of the first Business Day immediately following the receipt of the instruction for Pay-out in accordance with these Payments Terms.

7.4 If Pay-out takes place in a currency of an EEA country, but other than euros, Uber Payments will ensure that the account of the bank holding such account is credited with the Pay-out amount no later than the end of the fourth Business Day following the receipt of the instruction for Pay-out in accordance with these Payments Terms.

7.5 In all circumstances other than as described in Articles 7.3 and 7.4, Uber Payments will ensure that Pay-out takes place within a reasonable term.

7.6 Uber Payments will make the Pay-out Amount available for Pay-out to the Partner as soon as the amount has been credited to the Custodian's bank account.

8. Refusal and limitations on Pay-out

8.1 Uber Payments may at any time (at its own discretion) decide not to pay-out any Pay-out Amount to a Partner if:

an attachment has been levied under Uber Payments and/or the Custodian in respect of the Partner;

transferring such an amount would conflict with the law or other applicable national or international regulations, relevant guidance or instructions from a competent regulator or a binding judicial order or verdict;

Uber Payments considers it reasonable and necessary not to the pay-out such amount, for example because that would conflict with its internal policies or applicable procedures;

the Partner acts in violation of the Agreement or the Payments Terms;

Uber or Uber Payments has a suspicion of fraud by the Partner.

8.2 For compliance or operational reasons, Uber Payments may limit the amount of each individual Pay-out. If the total amount owed to a Partner is at any time higher than the limit determined by Uber Payments in accordance with the previous sentence, Uber Payments may initiate a series of Pay-outs in one day or on subsequent days.

8.3 If Uber Payments refuses Pay-out, Uber or Uber Payments will notify the Partner as soon as possible of the reasons for this refusal and of the procedure for correcting any factual errors that led to the refusal, and no later than the end of the periods indicated in Articles 7.3 - 7.5, as applicable. Any such notification will be made through the Uber Platforms. Uber and Uber Payments shall not be required to notify the Partner if such notification is prohibited by the laws applicable to it or is prohibited by a competent court or regulator.

8.4 Uber Payments may limit or temporarily or permanently suspend a Partner's access to the Payment Services (i) to comply with applicable law, or the order or request of a court, law enforcement, a regulator or other administrative agency or governmental body, or if (ii) a Partner has breached the Payments Terms, the Agreement, applicable laws, regulations or third-party rights, (iii) a Partner has provided inaccurate, fraudulent, outdated, or incomplete information under the Payments Terms or the Agreement, or (iv) Uber Payments believes in good faith that such action is reasonably necessary to protect the personal safety or property of Uber, Uber Payments, the Custodian, Users, other Partners, or third parties, or to prevent fraud or other illegal activity.

8.5 Partners are responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to the use of the Payment Services. In connection with the use of the Payment Services, Partners may not and Partners agree that they will not and will not assist or enable others to:

a. breach or circumvent any applicable laws or regulations, agreements with third parties, third-party rights, the Agreement and/or the Payments Terms;

b. use the Payment Services for any commercial or other purposes that are not expressly permitted by the Agreement and/or the Payments Terms;

c. take any action that damages or adversely affects, or could damage or adversely affect, the performance or proper functioning of the Payment Services;

9. Incorrect processing of payments

9.1 Uber Payments will take all reasonable steps to rectify any payment processing errors. These steps may include crediting or debiting (as appropriate) the Partner in Uber Payments' administration. These actions may be performed by Uber Payments or a third party.

9.2 If Uber Payments processes a Pay-out on the basis of the International Bank Account Number (IBAN) (or other unique identifier) provided by the Partner, Uber Payments is deemed to have correctly processed the Pay-out. Uber Payments is not obliged vis-à-vis the Partner to check whether the IBAN given to Uber Payments is correct and whether the name and IBAN of the account holder to which the Pay-out is made correspond.

9.3 Uber Payments will not be liable for Pay-outs if the Partner provides an incorrect IBAN. The Partner may request Uber Payments to assist in retrieving the amount transferred to an incorrect IBAN provided by the Partner, in which case Uber Payments will undertake reasonable efforts to assist the Partner, including providing the Partner with relevant information in Uber Payments' possession that the Partner needs for reclaiming the amounts paid. Fees may be charged for this assistance.

10. Interest

Uber Payments will not pay any interest over the Pay-out Amount or any other funds held by Uber Payments or the Custodian and designated for a Partner.

11. Costs

11.1 Fees for providing the Payment Services form part of the fee agreed in the Agreement. Uber Payments will not charge any additional fees to such fees agreed upon under the Agreement.

11.2 Any other costs pursuant to the Payments Terms shall be for the account of the Partner and due to Uber as Fees.

12. Liability

12.1 Uber Payments, the Custodian and each of their Affiliates are not liable under or relating to the Agreement or the Payments Terms for any of the following damages, irrespective of whether it is based on a contract, wrongful act or any other legal theory, even if a party has been informed about the possible occurrence of the damage: (i) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or (ii) Partner's or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage.

12.2 The Partner confirms and agrees that all claims that the Partner has or means to have against Uber Payments, the Custodian and each of their Affiliates and subsidiaries should be disclosed to Uber Payments within one (1) year after the event that gave rise to the claim and that the Partner forfeits all such claims if it fails to meet this obligation. These limitations do not intend to limit or exclude the liability of Uber Payments and its Affiliates and subsidiaries in a manner that contravenes the applicable law.

12.3 Article 12.1 and 12.2 of these Payments Terms are without prejudice to any liability that Uber may have pursuant to the Agreement.

13. Indemnification

The Partner shall indemnify, defend (at Uber’s option) and hold harmless Uber, Uber Payments, the Custodian and each of their Affiliates and their respective officers, directors, employees, agents, successors and assigns 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) Partner's breach of its representations, warranties or obligations under the Payments Terms; or (b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to Partner's provision of Services.

14. Term and Termination

14.1 The Payments Terms commence on the date on which the Agreement is entered into by the Partner and shall continue until terminated as set forth herein.

14.2 The Payments Terms are terminated with immediate effect in the event of the termination of the Agreement between Uber and the Partner.

14.3 In addition, Uber Payments may immediately, without notice terminate the Agreement if (i) a Partner has materially breached an obligations under the Payments Terms; (ii) a Partner has provided inaccurate, fraudulent, outdated, or incomplete information; (iii) a Partner has violated applicable laws, regulations, or third-party rights; (iv) the Partner is declared insolvent or bankrupt, or the Partner has submitted or sent a request for deferment of payment (or any similar action or event) to Uber or Uber Payments or (v) Uber Payments believes in good faith that such action is reasonably necessary to protect other Partners, Uber, Uber Payments, the Custodian or third parties (for example in the case of fraudulent behavior of a Partner).

14.4 In addition, Uber Payments is entitled to terminate the Payments Terms or to immediately suspend the Partner, without prior notice, if the provision of the Services by the Partner through the Uber Platforms is no longer in accordance with the applicable law or the standards and policies of Uber or as otherwise set out in the Agreement or the Payments Terms.

14.5 A notice by the Partner to Uber Payments to terminate the Payments Terms may be deemed by Uber as a notice to terminate the Agreement.

14.6 If the Payments Terms are terminated, Uber Payments will not accept any new Partner Charges and will Pay-out any Pay-out Amount to the Partner (if any) as soon as possible in accordance with the final sentence of Article 6.1. The Payments Terms shall survive up and until the moment that all outstanding payment obligations of Uber Payments and the Partner have been satisfied.

15. Modification and additional terms

15.1 Uber Payments reserves the right at any time to modify these Payments Terms with a notice period of 1 months before the proposed date of application, where the modifications take effect after the publication of an updated version of the Payments Terms on the Uber Platforms. If there is a change in applicable legislation and/or regulations, Uber Payments reserves the right to immediately modify these Payments Terms. Uber Payments also reserves the right to modify information that is referred to via hyperlinks in the Payments Terms, if any, as appropriate. The Partner confirms and agrees that by using the services provided via the Uber Platforms, the Partner is bound to future modifications and additions to these Payments Terms and information referred to through the hyperlinks contained in these Payments Terms (including modifications and additions in relation to the Partner Charges). Continued use of the Uber Services and/or the Payment Services provided via the Uber Platforms after such changes means that the Partner agrees to such modifications. In the event that the Partner does not agree to the modified terms, the Partner can terminate the Agreement in accordance with its terms and consequently terminate the Payments Terms free of charge pursuant to Article 14.2.

15.2 Additional terms and conditions may apply to the Payment Services. The Partner may, if applicable, be offered these additional terms and conditions. Additional terms and conditions are in addition to, and are deemed to be part of, the Agreement and these Payments Terms. In the event of conflict, the additional terms prevail over these Payments Terms.

16. Miscellaneous Terms

16.1 If any (part of a) provision of these Payments Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions. In that case, the parties will replace the invalid and unenforceable (part of the) provision for a (part of a) provision that is legal, valid and enforceable and which has to the greatest possible extent a comparable effect as the unlawful, invalid or unenforceable (part of the) provisions with regard to the content and the purpose of the Payments Terms.

16.2 The Partner does not have the right to assign or transfer the Payments Terms or the rights or obligations arising from it, in whole or in part, without the prior written consent of the Uber Payments. Uber Payments has the right to assign or transfer the Payments Terms or the rights or obligations arising therefrom in whole or in part without the Partner's permission.

16.3 These Payments Terms, including any additional terms and conditions, constitute the agreement and the arrangement of the parties with respect to the subject and replaces and supersedes all previous and temporary and simultaneous agreements or arrangements regarding the subject matter. In the Payments Terms, the words "inclusive" and "include" mean "including, but not limited to". The considerations form part of the Payments Terms.

16.4 The Partner confirms that there are no external beneficiaries to the Agreement and Payments Terms, other than Uber and the Custodian. Nothing that is included in the Payments Terms is intended, or may be construed as creating claims on behalf of third parties. In derogation hereof, Uber and the Custodian can benefit from the Payments Terms as a third party beneficiary in respect of the Articles in the Payments Terms conferring rights upon Uber and the Custodian. This is a third party stipulation (derdenbeding) as referred to in article 6:253(1) Netherlands Civil Code for the benefit of Uber and the Custodian.

16.5 Any notice provided by Uber and/or Uber Payments to the Partner under the Agreement and under these Payments Terms will be sent by e-mail to the e-mail address related to the Partner's account with Uber, or by placement on the online portal available to the Partner on the Uber Platforms. Any notice from the Partner to Uber Payments pursuant to the Payments Terms is provided by contacting Uber and/or Uber Payments at http://partners.uber.com in the "Contact Us" - part of the Uber Platforms.

17. Exclusion of relevant statutory provisions

17.1 The following provisions of the Netherlands Civil Code do not apply in the relationship between Uber Payments and the Partner under the Payments Terms: articles 7:516, 7:517, 7:518 and 7:519, article 7:520(1), article 7:522(3), article 7:527, articles 7:529 to 7:531, article 7:534 and articles 7:543, 7:544 and 7:545 Netherlands Civil Code and all legislation pursuant to and/or based on such articles. Furthermore, if not already covered by the articles referred to in the preceding sentence, the rules regarding provision of information in the Market Conduct Supervision (Financial Institutions) Decree (Besluit gedragstoezicht financiële ondernemingen Wft) that follow from Title III PSD 2 do not apply.

17.2 The above contains the exclusion of the relevant provisions of PSD 2 as implemented in Dutch law. Consequently, all rules with regard to the content and provision of the information required by Title III of PSD 2 and the following provisions of Title IV of PSD 2 do not apply to the Payment Services that Uber Payments provides under these Payments Terms: article 62(1), article 64(3), article 72, article 74, article 76, article 77, article 80 and article 89 of PSD 2 and all legislation pursuant to and/or based on such articles.

18. Applicable Law and Jurisdiction; Arbitration

The Payments Terms are exclusively governed by Dutch law. Any dispute, conflict or controversy, howsoever arising out of or broadly in connection with or relating to the Payments Terms, including those relating to its validity, its construction or its enforceability, shall be settled in accordance with the terms of the Agreement.

Consent as referred to in Article 94 PSD 2

You hereby give your consent in accordance with Article 94 PSD 2 for Uber and Uber Payments to access, process and retain personal data necessary for the provision of the Payment Services set out in the Payments Terms. This personal data includes:

your name, email address, phone number and address;
trip information;
payment or banking information (including related payment verification information);
government identification numbers, driving licence or passport if required by law, and date of birth, photo and signature.

This may be information that you provide directly, Uber Payments generates themselves or that Uber Payments receives through a third party, such as a business verification service provider, or receives partially from Uber.

Uber Payments uses this information, or shares this information with Uber, to:

Verify your identity and where necessary request Uber to update the Partner’s account;
Process or facilitate payments;

For the other uses of your personal data by Uber and its affiliates, please check the Uber Privacy Policy available at https://privacy.uber.com/policy.

In providing the Payment Services, Uber Payments will have to share personal data with its vendors, service providers and business partners. These include:

Uber and Uber Payments subsidiaries and affiliates;
Banks and other payment service providers; and
Business verification service providers.

You can revoke this consent at any time. However, please note that if you revoke this consent, you will not be able to use any Uber Services and Uber will have to terminate their Agreements with you.

SPECIFIC SUPPLEMENTAL TERMS

MARKETPLACE METHOD

The following Specific Supplemental Terms govern the use of the Marketplace Method and the general availability of Items via the Uber Eats App delivered to Customers by Marketplace Delivery Partners ("Marketplace Items"). All undefined, capitalized terms will have the meaning set forth in the Order Form, the Definitions or the General Supplemental Terms.

1. Marketplace Items. Upon Merchant agreeing to the Order Form, Definitions, General Supplemental Terms and Specific Supplemental Terms governing the Marketplace Method, and contingent upon completion of any additional verification steps, the Uber Tools will be made available to Merchant to access and request on-demand delivery services performed by Marketplace Delivery Partners. The Uber Eats Services in connection with the Marketplace Method include, without limitation: (a) providing on-demand lead generation, logistics, payment processing, marketing, onboarding, operational and other support services in connection with the sale of Marketplace Items by Merchant via the Uber Eats App; and (b) enabling Merchant to access and request on-demand delivery services provided by Marketplace Delivery Partners.

2. Payment.

a. Marketplace Service Fee. In consideration for the Uber Eats Services in connection with the Marketplace Method, Uber Eats NL will charge Merchant a Marketplace Service Fee in the amount set out in the Order Form for each Marketplace Item sold by Merchant via the Uber Eats App. Uber Eats NL will calculate the Marketplace Service Fee as follows: the Retail Price of the Item(s) sold by Merchant via the Uber Eats App (including any VAT) (the "Marketplace Item Payment") multiplied by the Marketplace Service Fee percentage. The Marketplace Service Fee shall be deemed to be exclusive of VAT.

b. Marketplace Cash Orders. Uber Eats NL may facilitate a delivery option to Customers in the Territory that allows them to pay for a given Marketplace Item provided by Merchant and all associated fees and charges resulting from that transaction in cash (a "Marketplace Cash Order").

c. Collections. Notwithstanding the appointment of Uber Eats NL by Merchant as its limited payment collection agent under the Agreement, in the event of a Marketplace Cash Order request by a Customer, Merchant authorizes a Marketplace Delivery Partner to collect the Marketplace Item Payment sold by Merchant via the Uber Eats App (including any VAT). The Marketplace Delivery Partner shall be notified of the funds to be collected by the Marketplace Delivery Partner ("Marketplace Cash Collections"), exclusive of any gratuities, in the Uber Eats App. Uber Eats NL’s role as Merchant’s agent with regard to Marketplace Cash Collections shall be to collect the Marketplace Item Payment and Uber Eats NL’s Marketplace Service Fee from Marketplace Delivery Partners by either obtaining the funds electronically or offsetting such amounts from funds otherwise due to Marketplace Delivery Partners from their delivery services in aggregate generated on the Uber Eats App. Merchant acknowledges and agrees that collection shall be the responsibility of the Marketplace Delivery Partner. If for whatever reason Marketplace Delivery Partner’s electronic payment to Uber Eats NL is delayed or unsuccessful, Uber Eats NL, in its capacity as Merchant’s collection agent, will act as a fall-back and ensure receipt of payment by Merchant. Merchant acknowledges and agrees that in consideration of Uber Eats NL’s provision of lead generation, demand prediction, and other related services provided via the Uber Eats App under the Agreement, Merchant owes Uber Eats NL the respective Marketplace Service Fee, regardless of collections related to the attempted or completed deliveries. Uber Eats NL shall not be deemed to have waived its right to any amounts owed by Merchant if: (a) there are insufficient payment card order to set off against; (b) Merchant does not timely repay any amounts owed to Uber Eats NL; or (c) Uber Eats NL elects to require a minimum amount owed prior to initiating collection efforts or otherwise delays collecting amounts owed by Merchant. Uber Eats NL reserves the right to suspend Merchant’s account if Merchant maintains a negative balance for more than one (1) week. With each payment statement, Uber Eats NL shall report any offsetting and deductions.

d. Revenue Transfer. Uber Eats NL will transfer to Merchant the total Marketplace Item Payment (including any VAT collected on Merchant’s behalf) earned by Merchant, less the Marketplace Service Fee and any refunds given on behalf of Merchant to Customers (such final transferred amount being the "Marketplace Item Revenue"). The Marketplace Item Revenue will be transferred on a bi-weekly basis.

3. Batched Trips. Uber Eats NL may, at its sole discretion, arrange for one Marketplace Delivery Partner to deliver orders to multiple Customers as part of the same trip ("Batched Trips"). Batched Trips may include multiple orders from Merchant, or one or more orders from Merchant combined with one or more orders from other merchants using the Uber Eats App.

AGGREGATOR METHOD

The following Specific Supplemental Terms govern the Aggregator Method and Items delivered to Customers on behalf of Merchant by Aggregator Delivery Partners ("Aggregator Items"). All undefined, capitalized terms will have the meaning set forth in the Order Form, the Definitions or the General Supplemental Terms.

1. Aggregator Items. Upon Merchant agreeing to the Order Form, the Definitions, the General Supplemental Terms and the Specific Supplemental Terms governing the Aggregator Method, and contingent upon completion of any additional verification steps, the Uber Tools will be made available to Merchant for it to (a) access and request lead generation, demand prediction, payment processing and other related services in connection with its sale and delivery of Items; and (b) fulfil the delivery of its Items using Aggregator Delivery Partners. Uber Eats NL does not provide any delivery services to Merchant or Customers in connection with the Aggregator Method. Rather, Uber Eats NL provides lead generation, logistics, demand prediction, payment processing and other related services in connection with the sale and delivery by or on behalf of Merchant of Items to be delivered by Aggregator Delivery Partners.

2. Payment.

a. Aggregator Service Fee. In consideration for the Uber Eats Services in connection with the Aggregator Method, Uber Eats NL will charge Merchant an Aggregator Service Fee in the amount and using the calculation set forth in the Order Form for each Aggregator Item sold by Merchant via the Uber Eats App. The Aggregator Service Fee shall be deemed to be exclusive of VAT.

b. Aggregator Delivery Services. Merchant will pay Aggregator Delivery Partners for their delivery services provided to Merchant at its sole discretion, and Merchant is at all times solely responsible for providing payment to Aggregator Delivery Partners. If Merchant is paid for an order, Merchant is responsible for the Aggregator Service Fee even if an Aggregator Delivery Partner is unable to complete the delivery. If applicable, Merchant authorizes Uber Eats NL to collect a delivery charge from Customers on its behalf (the "Aggregator Delivery Charge").

c. Aggregator Cash Deliveries. Uber Eats NL may facilitate a delivery option to Customers that allows them to pay for a given Aggregator Item provided by Merchant and all associated fees and charges resulting from that transaction in cash (an "Aggregator Cash Order"). Notwithstanding the appointment of Uber Eats NL by Merchant as its limited payment collection agent under the Agreement, in the event of an Aggregator Cash Order request by a Customer, Merchant authorizes an Aggregator Delivery Partner to collect the Retail Price of the Aggregator Item(s) sold by Merchant via the Uber Eats App (including any VAT or other sales tax) together with the Aggregator Delivery Charge from the Customer on behalf of Merchant. The Aggregator Delivery Partner shall be notified of the funds to be collected by the Aggregator Delivery Partner ("Aggregator Cash Collections"), exclusive of any gratuities, in the Uber Eats App. Merchant acknowledges and agrees that collection shall be the responsibility of the Aggregator Delivery Partner. Merchant acknowledges and agrees that in consideration of Uber Eats NL’s provision of the Uber Eats Services under the Agreement, Merchant owes Uber Eats NL the respective Aggregator Service Fee, regardless of collections related to any attempted or completed deliveries of the Aggregator Items. Uber Eats NL shall not be deemed to have waived its right to any amounts owed by Merchant if: (a) there are insufficient payment card order to set off against; (b) Merchant does not timely repay any amounts owed to Uber Eats NL; or (c) Uber Eats NL elects to require a minimum amount owed prior to initiating collection efforts or otherwise delays collecting amounts owed by Merchant. Uber Eats NL reserves the right to suspend Merchant’s account if Merchant maintains a negative balance for more than one (1) week. With each payment statement, Uber Eats NL shall report any offsetting and deductions.

d. Revenue Transfer. Uber Eats NL will transfer to Merchant the total (i) Aggregator Item Payment earned by Merchant (other than with respect to Aggregator Cash Orders); (ii) Aggregator Delivery Charge collected from Customers on Merchant’s behalf (other than Aggregator Delivery Charges directly collected by Aggregator Delivery Partners with respect to Aggregator Cash Orders) (iii) gratuity paid by a Customer in respect of delivery services, if applicable, (iv) less (1) the Aggregator Service Fee and (2) any refunds given by Uber Eats NL on behalf of Merchant to Customers (such final transferred amount being the "Aggregator Item Revenue"). The Aggregator Item Revenue will be transferred on a bi-weekly basis.

e. No Additional Amounts. Merchant acknowledges that the Aggregator Item Payment and, where applicable, the Aggregator Delivery Charge is full payment for the Items and delivery services provided to Customers, although the Uber Eats Services may provide Customers with the ability to apply a gratuity through the Uber Eats Services. With regard to cash gratuities provided by a Customer directly to an Aggregator Delivery Partner, no portion of that gratuity is owed to or should be paid to Uber Eats NL.

3. Aggregator Delivery Terms.

a. Provision of Delivery Services. If Merchant chooses for delivery services to be fulfilled by an Aggregator Delivery Partner, Merchant will need to provide the Aggregator Delivery Partner with certain Customer Information provided to Merchant through the Uber Tools, including (as applicable) the drop-off location of the applicable Items to be delivered and the name and phone number of the Customer. In order to enhance Customer’s satisfaction with the delivery services, it is recommended that an Aggregator Delivery Partner: (i) follow Merchant’s 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 Customer to appear at the requested pick-up or drop-off location. Merchant represents and warrants that it shall not, and shall ensure that all Aggregator Delivery Partners do not, contact any Customers or use any of the Customer’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 Merchant, Merchant acknowledges and agrees that: (a) Merchant and Aggregator Delivery Partners 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 Eats Services and Uber Tools, Merchant shall provide all necessary equipment, tools and other materials, at Merchant’s expense, necessary to perform delivery services.

b. Merchant’s Relationship with Customers. Uber and its Affiliates are not responsible or liable for the actions or inactions of a Customer in relation to the activities of Merchant, Aggregator Delivery Partners or any Transportation Method. Merchant acknowledges and agrees that each Aggregator Delivery Partner shall have the sole responsibility for any obligations or liabilities to Merchant, Customers or other third parties that arise from an Aggregator Delivery Partner’s provision of delivery services. Merchant acknowledges and agrees that: (a) Merchant and each Aggregator Delivery Partner is solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all Applicable Laws) regarding any acts or omissions of a Customer or other third party; and (b) Uber or its Affiliates may release Merchant’s or Aggregator Delivery Partner’s contact and/or insurance information to a Customer upon such Customer’s reasonable request (e.g., in connection with an accident).

c. Merchant’s Relationship with Uber. Merchant acknowledges and agrees that Uber Eats NL’s provision to Merchant of the Uber Eats Services creates a legal and direct business relationship between Merchant and Uber Eats NL. Uber Eats NL does not, and shall not be deemed to, direct or control Merchant or its Aggregator Delivery Partners generally or in its or their performance under this Agreement specifically, including in connection with the operation of its business, the provision of delivery services, the acts or omissions of Aggregator Delivery Partners, or the operation and maintenance of any Transportation Method. Merchant and Aggregator Delivery Partners retain the sole right to determine when, where and for how long each of them will utilize the Uber Eats Services. Merchant will not, and will ensure that its Aggregator Delivery Partners do not: (a) display Uber’s or any of its affiliates’ names, logos or colours on any Transportation Method; or (b) wear a uniform or any other clothing displaying Uber’s or any of its affiliates’ names, logos or colours. The foregoing does not apply if Merchant and Uber have agreed otherwise in writing or if so required by law. Merchant acknowledges and agrees that Merchant has complete discretion to operate its independent business and direct its Aggregator Delivery Partners at its own discretion, including the ability to provide services at any time to any third party separate and apart from the delivery services. Merchant understands that it retains the complete right to: (i) provide delivery services to its existing Customers; and (ii) use other software application services in addition to the Uber Eats Services.

d. Merchant’s Relationship with Aggregator Delivery Partners. Merchant shall have the sole responsibility for any obligations or liabilities to Aggregator Delivery Partner that arise from its relationship with Aggregator Delivery Partners (including the provision of delivery services). Merchant acknowledges and agrees that it exercises sole control over the Aggregator Delivery Partners and will comply with (a) all Applicable Laws (including tax, social security and employment laws where applicable) governing or otherwise applicable to its relationship with Aggregator Delivery Partners; (b) industry best practice in respect of working conditions and compensation for Aggregator Delivery Partners. Notwithstanding Merchant’s rights, if applicable, to take recourse against Aggregator Delivery Partners, Merchant acknowledges and agrees that it is at all times responsible and liable for the acts and omissions of Aggregator Delivery Partners vis-à-vis Customers, Uber and its Affiliates, even where such liability may not be mandated under Applicable Law. Merchant hereby indemnifies Uber and its Affiliates against any claims brought by or against Aggregator Delivery Partners.

e. Modern Slavery Prohibition. Merchant shall not engage in any practice which would violate any national or international law regarding slavery or human trafficking. Furthermore, Merchant shall notify Uber as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain that has a connection with the Agreement.

4. Aggregator Delivery Partners and Transportation Methods.

a. Aggregator Delivery Partner’s Requirements. Merchant acknowledges and agrees that each Aggregator Delivery Partner shall at all times: (i) hold and maintain (A) a valid applicable licence with the appropriate level of certification to operate the Transportation Method assigned to each Aggregator Delivery Partner (e.g., a driver’s licence if the Transportation Method is a motor vehicle), and (B) all licences, permits, approvals and authority applicable to Merchant and/or Aggregator Delivery Partner that are necessary to provide delivery services to third parties in the Territory; (ii) provide the delivery services in a professional manner with due skill, care and diligence; and (iii) maintain high standards of professionalism, service and courtesy. Merchant 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. Merchant acknowledges and agrees that Uber Eats NL reserves the right, at any time in Uber Eats NL’s sole discretion, to (i) deactivate or otherwise restrict Merchant from accessing or using the Uber Eats Services and/or Uber Tools, and/or (ii) request that Merchant prevent an Aggregator Delivery Partner from providing delivery services on behalf of Merchant in connection with the Uber Eats Services, in each case if Merchant and/or an Aggregator Delivery Partner fails to meet the requirements set forth in this Agreement. In the event that Uber Eats NL requests that Merchant prevents an Aggregator Delivery Partner from providing delivery services on behalf of Merchant in connection with the Uber Eats Services, Merchant shall procure compliance with such request.

b. Transportation Method Requirements. Merchant acknowledges and agrees that any Transportation Method will at all times be: (i) properly registered and licensed to operate as a delivery vehicle in the Territory (if the Transportation Method is a vehicle); (ii) owned or leased by Merchant, or otherwise in its lawful possession; (iii) suitable for performing the delivery services contemplated by this Agreement; and (iv) 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.

c. Taxes. Merchant acknowledges and agrees that Merchant is required to: (i) complete all tax registration obligations and calculate and remit all tax liabilities related to the provision of delivery services and receipt of the Uber Eats Services as required by Applicable Law; and (ii) provide Uber Eats NL with all relevant tax information (including a valid VAT number belonging to Merchant and/or any Aggregator Delivery Partner, if obtaining a VAT number is required of Merchant and/or any Aggregator Delivery Partner by Applicable Law). Merchant further acknowledges and agrees that Merchant and each of its Aggregator Delivery Partners are responsible for taxes on their own income arising from the performance of delivery services. Notwithstanding anything to the contrary in this Agreement, Uber Eats NL may in its reasonable discretion, and Merchant accordingly gives consent to Uber Eats NL and its affiliates to, based on applicable tax and regulatory considerations, collect and remit taxes resulting from the provision of delivery services and/or provide any of the relevant tax information Merchant and/or any Aggregator Delivery Partner has provided pursuant to the requirement mentioned above, directly to the applicable governmental tax authorities on Merchant’s and/or the applicable Aggregator Delivery Partner’s behalf or otherwise.

5. Privacy.

a. Merchant agrees to retain Personal Data provided to Merchant by Uber solely by using the software and tools provided by Uber, except that Merchant may provide Aggregator Delivery Partners with the Personal Data specified in the Data Processing Agreement between the parties (or any other Personal Data as Uber deems required in its sole discretion) to be used by an Aggregator Delivery Partner solely for the purpose of delivering the applicable Item(s). To the extent that any Personal Data is printed or written on a receipt and transferred to the Aggregator Delivery Partner, Merchant shall procure that (i) the Aggregator Delivery Partner transfers such receipt to the Customer on delivery of the Item(s); or (ii), if the delivery services cannot be completed, the Aggregator Delivery Partner returns such receipt to Merchant and Merchant disposes of such receipt.

b. Disclosure of Merchant and Aggregator Delivery Partners’ Confidential Information. Subject to Applicable Law, Uber and its Affiliates may provide to Merchant, a Customer, an insurance company, commercial partners, and/or relevant authorities and/or regulatory agencies any information (including Personal Data and Confidential Information) about Merchant or an Aggregator Delivery Partner or any delivery services provided hereunder if: (i) there is a complaint, dispute or conflict, including an accident, between an Aggregator Delivery Partner and Merchant or an Aggregator Delivery Partner and a Customer; (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 (e.g., Uber or its Affiliates receive a subpoena, warrant, or other legal process for information); or (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 Eats Services, the Uber Tools or any third party; (B) to protect the safety of the public for any reason including the facilitation of insurance claims related to the Uber Eats Services; (C) to detect, prevent or otherwise address fraud, security or technical issues; (D) to 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) it is necessary, in Uber’s or any Affiliate’s sole discretion, to achieve any commercial interest or (vi) it is required or necessary, in Uber’s or any Affiliate’s sole discretion, for insurance or other purposes related to Merchant and/or its Aggregator Delivery Partners. Merchant understands, and will make Aggregator Delivery Partners aware, that Uber and its Affiliates may retain Merchant and Aggregator Delivery Partners’ Personal Data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated.

c. Uber and its Affiliates may collect Merchant or Aggregator Delivery Partners’ Personal Data during the course of Merchant’s use of the Uber Eats Services, or from third parties. Such information may be processed by Uber and its Affiliates, third parties and service providers, in accordance with its privacy notice (www.privacy.uber.com).

6. Insurance.

a. Prior to the Effective Date of the Agreement, Merchant must obtain the coverage required at its sole cost and expense. Merchant agrees to review the terms and conditions of such coverage to ensure that it provides the amounts of coverage required while Merchant and its Aggregator Delivery Partners are using a vehicle to provide delivery services. As between Merchant and Uber, it is Merchant’s sole responsibility to inform its insurer of the use of its vehicles while providing delivery services.

b. Merchant agrees to maintain during the Term all compulsory insurance required by Applicable Law to provide delivery services in the Territory. This shall include any applicable compulsory motor vehicle liability insurance on all vehicles operated by Merchant and Aggregator Delivery Partners under this Agreement which provides protection against bodily injury and property damage to Merchant and/or Aggregator Delivery Partners, and third parties at levels of coverage that satisfy the minimum requirements to operate a motor vehicle being used for delivery services on the public roads within the Territory. This shall also include Commercial General Liability insurance that provides protection against personal injury, advertising injury and property damage to third parties at levels of coverage required by all Applicable Laws in the Territory. Merchant shall add Uber (or any Affiliate which may be designated by Uber from time to time) to its insurance policies required as an additional insured. Merchant agrees to provide Uber a copy of the insurance policy, policy declarations, certificate of Motor Vehicle Liability insurance and proof of premium payment for the insurance policy required upon request. Furthermore, such insurance as required shall not be cancelled or materially reduced without thirty (30) days’ prior written notice to Uber. Uber shall have no right to control Merchant’s selection or maintenance of its policy. Merchant must be a named insured or individually rated driver, for which a premium is charged, on any insurance policy required at all times.

c. Merchant agrees to maintain, during the term of this Agreement, Employer’s Liability insurance where required by local law in the Territory. Merchant may also choose where permitted by local law to insure itself against industrial injuries by maintaining Occupational Accident insurance in place of Employer’s Liability insurance. Furthermore, if permitted by Applicable Law, Merchant’s subcontractors may also, to the extent permitted by Applicable Law, maintain occupational accident insurance in place of Employer’s Liability insurance.

7. Representations and Warranties; Disclaimers. Merchant’s representation and warranty to comply with all Applicable Laws in the performance of the Agreement (as per clause III(A) of the Order Form) shall include holding and complying with all permits, licences, registrations and other governmental authorisations necessary to provide (i) delivery services using the Transportation Method pursuant to this Agreement, and (ii) delivery services to third parties in the Territory generally.

8. Tax Indemnity. Merchant shall comply with all of its obligations under tax and social security laws to the extent applicable to this Agreement. Merchant shall indemnify Uber and its Affiliates from all tax liabilities, duties, levies, claims and penalties that may be imposed on Merchant or on Uber and/or its affiliates as a result of Merchant’s failure to comply with any of its 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 Uber and Merchant by any fiscal or social security authority.

9. Relationship of the Parties.

Merchant has no authority to bind Uber and/or its Affiliates and Merchant undertakes not to hold itself out, and to ensure that each Aggregator Delivery Partner does not hold herself or himself out, as an employee, worker, agent or authorized representative of Uber and/or its Affiliates. Where, by implication of mandatory law or otherwise, Merchant or any Aggregator Delivery Partner may be deemed an employee, worker, agent or representative of Uber or an Affiliate of Uber, Merchant undertakes and agrees to indemnify, defend (at Uber’s option) and hold Uber and its affiliates harmless from and against any claims by any person, entity, regulators or governmental authorities based on such implied employment, agency or representative relationship.

NON-DELIVERY

The following Specific Supplemental Terms govern the Non-Delivery Method and Items provided to Customers via the Non-Delivery Method ("Non-Delivery Items"). All undefined, capitalized terms will have the meaning set forth in the Order Form, the Definitions or the General Supplemental Terms.

1. Non-Delivery Items. Upon Merchant agreeing to the Order Form, the Definitions, the General Supplemental Terms and the Specific Supplemental Terms governing the Non-Delivery Method, and contingent upon completion of any additional verification steps, the Uber Tools will be made available to Merchant for it to allow Customers to collect Items requested via the Uber Eats App from a specified location without the involvement of a Delivery Partner. Merchant agrees to make Items available via the Uber Eats App during its normal business hours, and as further set forth in this clause or mutually agreed between the parties in writing.

2. Payment.

a. Non-Delivery Service Fee. In consideration for the Uber Eats Services in connection with the Non-Delivery Method, Uber Eats NL will charge Merchant a Non-Delivery Service Fee in the amount set forth in the Order Form for each Non-Delivery Item sold by Merchant via the Uber Eats App. Uber Eats NL will calculate the Non-Delivery Service Fee as follows: the Retail Price of the Item(s) sold by Merchant via the Uber Eats App (including any VAT or other sales tax) (such amount, the "Non-Delivery Item Payment") multiplied by the Non-Delivery Service Fee percentage. The Non-Delivery Service Fee shall be net of any VAT or other sales taxes.

b. Delivery Services. Non-Delivery Items do not require the involvement of a Delivery Partner. As such, for Non-Delivery Items, no delivery services are provided, so there is no Delivery Fee or Delivery Charge.

II. PROMOTION TOOLS TERMS AND CONDITIONS

The following Specific Supplemental Terms (“Offer Terms) govern your use of the Offer Tools (as defined below) and your ability to provide Offers (as defined below) to your customers through the Uber Eats App. In the event of any conflict between these Offer Terms and the Agreement, the terms of these Offer Terms shall govern with respect to the subject matters set out herein. Subject to the foregoing, undefined, capitalized terms in this Offers Addendum will have the meaning set forth in the Agreement.

By setting up an Offer (as defined below), you agree to be bound by the terms of this Offers Addendum.

1. Merchant Offers Program and Offers.

Subject to the terms and conditions of the Agreement and any other guidelines or eligibility criteria for Offers that Uber may make available from time to time, Uber hereby authorizes Merchant to use Uber’s proprietary, automated tools (“Offer Tools”) to feature short-term Merchant offers that are designed and fulfilled by the Merchant to stimulate customer demand, including, by way of example, the provision of discounts and special offers through the Uber Eats App (each such offer hereafter an “Offer”). Merchant authorizes Uber to use automated tools to feature Offers within the Uber Eats App. Unless otherwise specified by Uber, Merchant will be solely responsible for defining each Offer (within the scope of functionality provided by the Offer Tools), including, without limitation, the start date, end date, and budget for each Offer, but each Offer will be subject to Uber’s prior written approval. Merchant is responsible for providing to Uber, at the Merchant’s sole cost and expense, all suitable material including artwork of the Merchant’s trade marks and trade names in a format and within deadlines specified by Uber (“Offer Materials”) for such to be reproduced for the fulfillment of the Offer. Uber may, at its sole discretion, provide enhanced promotional placement or other visual treatment for an Offer through the start and end date identified by Merchant. Merchant acknowledges that the time period of enhanced promotional placement for an Offer may be subject to a number of factors, including but not limited to Merchant’s budget for such Offer, the start and end date for an Offer identified by Merchant, and Uber Eats App functionality.

2. Your Responsibilities.

Merchant is the promoter of each Offer. You are solely responsible for fulfilling the terms of each Offer provided by you to your customers, and you are likewise solely responsible for providing and enforcing terms, conditions, or other rules for your customers governing each Offer. You represent and warrant that you will run your Offers in accordance with all Applicable Laws and that you have all necessary authority, rights, licenses, consents and permissions to run your Offers (including, without limitation, the rights to provide the Offer Materials to Uber). You will not use the Offers to make charitable donations. When providing any Offer (and using the Offer Tools), you agree that you are subject to any additional guidelines, rules, and terms and conditions posted by Uber, which are hereby incorporated by reference into this Offers Addendum.

3. Reporting and Offer Costs.

Uber will use good faith efforts to provide you with reasonable information regarding your Offers, which may include, without limitation, the amount you have spent on each Offer (“Offer Costs”) and the number of Items sold in connection with each Offer. Uber, in its sole discretion, may highlight Offers and/or the results of Offers in Uber Eats Marketing Materials.

4. Fees.

In consideration for Merchant’s efforts in running an Offer and stimulating customer demand and user traction through the Uber Eats App, Merchant shall charge Uber a promotional services fee (the “Promotional Fee”) in the amount separately agreed upon for the relevant Offer.

For Items where an Offer has been applied as a discount to the Retail Price of the Item, Uber will charge you a Service Fee based on the sum of the discounted Retail Price and the Promotional Fee. If the Offer consists of a discount on the Marketplace or Aggregator Delivery Charge, the Service Fee will be calculated as described in your Agreement and will not change. You acknowledge that you are solely responsible for Offer Costs and that Uber may deduct Offer Costs from your Item Revenue.

5. Self-billing.

You hereby grant a mandate to Uber to issue invoices/credit notes to itself for any Promotional Fees charged by you under this agreement (“Self-billed Invoices”). Uber hereby accepts the mandate granted by you, provided that you have completed your invoice settings on Restaurant Manager and have provided all information required for the accurate calculation and preparation of the Self-billed Invoices. All Self-billed Invoices will be issued in PDF format only (unless otherwise required by Applicable Law) and can be accessed and downloaded from Restaurant Manager. No Self-billed Invoices will be issued or sent in paper format. You agree to store and archive the Self-billed Invoices in accordance with Applicable Law.

You agree to keep your invoice settings up to date and agree to notify Uber immediately if you change your VAT registration number and/or update your VAT registration status.

You may dispute any Self-billed Invoice issued by Uber within a period not exceeding seven (7) days from the issuance date of such Self-billed Invoice. If no such dispute is raised during this seven day period, you are deemed to have validated the relevant Self-billed Invoice.

You hereby agree not to issue any other invoices for the Promotional Fee set out in this agreement.

6. Indemnity.

Merchant shall indemnify Uber, its subsidiaries and affiliates and their respective directors, officers, employees and agents (the “Uber Parties”) against all liabilities, costs, expenses, damages and losses (including but not limited to any interest, penalties and legal costs (calculated on a full indemnity basis and all other professional costs and expenses) suffered or incurred by the Uber Parties arising out of or in connection with: (a) any third party claim for actual or alleged infringement of a third party’s intellectual property or other proprietary rights arising out of or in connection with any Offer run by the Merchant and use of the Offer Materials; and (b) any third party claim arising out of or in connection with the manufacture, production, distribution, handling, advertising, consumption or use of, or otherwise relating to, any Offer run by the Merchant, whether or not any claim arises during the Term of the Agreement. For the avoidance of doubt, any approval by an Uber Party of any Offer or use of Offer Materials shall not affect this right of indemnification.

7. Other.

Uber may amend this Offers Addendum from time to time in its sole discretion, and such amendments will be effective thirty (30) days after Uber’s posting of an updated Offers Addendum at www.uber.com or such updated Offers Addendum otherwise being made available to Merchant by Uber, including, for example, through Restaurant Manager. Merchant’s continued use of the Offer Tools after such updated Offers Addendum become effective constitutes Merchant’s consent to be bound by the updated Offers Addendum. Merchant has the right to terminate the Offers Addendum in the event that Merchant disagrees with the amendments made in any updated Offers Addendum. Uber reserves the right, at any time, temporarily or permanently, in whole or in part, to modify, suspend or discontinue the Offer Tools or the ability for Merchant to provide Offers, with or without notice. You agree that neither Uber nor any of its affiliates shall be liable to you (or to any third party) for the Offer or the Offer Tools, including for any modification, suspension or discontinuance of the Offer or the Offer Tools or providing Merchant with the ability to provide Offers. Except as specifically amended by the Offers Addendum, the terms and conditions of the Agreement and any amendments thereto shall remain in full force and effect.

III. SPONSORED LISTING TERMS

These Uber Eats Sponsored Listing Terms (“Sponsored Listing Terms”) govern your ability to use Ads Tools to create Campaign(s) and submit Bid(s) for the opportunity to obtain a Sponsored Listing (as defined below) on the Uber Eats App. The Sponsored Listing Terms are expressly incorporated into and made a part of your (“you”, or “Merchant”) Uber Eats Agreement (either an Order Form or a Master Framework Agreement, the “Merchant Agreement”) with Uber Portier or one of its affiliates (collectively, “Uber”) and, together with the terms of the Merchant Agreement, shall constitute a separate, enforceable agreement between Uber and you. In the event of any conflict between these Sponsored Listing Terms and the Merchant Agreement, these Sponsored Listing Terms shall govern as applied to the subject matter herein. Subject to the foregoing, undefined, capitalised terms in these Sponsored Listing Terms will have the meaning set forth in the Merchant Agreement.

Uber may create additional posted guidelines, rules, and terms and conditions applicable to a Sponsored Listing or Bid in line with paragraph 6 below.

By submitting a Bid, you agree to be bound by these Sponsored Listing Terms and understand that your Bid will be placed in an auction and only selected Bids will become Sponsored Listings (as defined below). More information on the auction and the selection process can be found at https://restaurants.ubereats.com/nl/en/sponsored-listings/. If the individual accepting these Sponsored Listing Terms is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these Sponsored Listing Terms, in which case the term “Merchant” shall refer to such entity and its affiliates. If the individual accepting these Sponsored Listing Terms does not have such authority, or does not agree with these Sponsored Listing Terms, such individuals must not accept these Sponsored Listing Terms and may not submit Bids.

If the individual accepting these Sponsored Listing Terms is accepting on behalf of a franchisor, a franchisee or other similar legal entity, such individual represents that (1) they have the authority to bind such entity and its affiliates to these Sponsored Listing Terms and (2) they have the authority in their franchise agreement or other operating documents to place Sponsored Listings, receive and/or review analytics, reporting or other ad related data as provided in Section 7 and (3) in the case of a franchisee, you agree that we may share reporting or other ad related data as provided in Section 7 with your franchisor.

1. Definitions.

In these Sponsored Listing Terms, the following terms have the respective meanings given to them below:

“Ads Tool” means Uber’s proprietary, automated, tools located within the Uber Tools, used to create Bids;

“Bid” means an offer by you for a Sponsored Listing, subject to your Campaign Budget constraints;

"Brand Matter" means an event that, in Uber’s reasonable judgement, would jeopardise the ability of the Merchant to comply with or perform the Merchant Agreement or these Sponsored Listing Terms, or prejudice the goodwill or reputation of Uber or its Affiliates, including, but not limited to, matters related to the alleged violation of the Community Guidelines or any Applicable Laws.

“Campaign” means a sustained period of time for which you agree in advance to make Bids;

“Campaign Period” means the length of time for which your Sponsored Listing appears in a Campaign;

“Campaign Budget” means the amount authorised by you to spend on Sponsored Listing Fees during a Campaign;

“Sponsored Listing” means a placement on the Uber Platforms which: (a) subject to Uber’s discretion, will include some indicator to customers that the placement was purchased by you, such as a tag such as “promoted” or “sponsored”; (b) will appear in the Uber Platforms (and may appear on the Uber Eats website) in a placement determined by Uber, or otherwise selected by you in your Bid submission; and (c) will be assembled and formatted based on the content provided in accordance with your Merchant Agreement;

“Sponsored Listing Fee” means an amount based on the actual number of clicks on your Sponsored Listing at the rate determined by Uber for each placement;

“Uber Ads Representative” means an Uber representative who you authorise to make the changes described in these Sponsored Listing Terms. For the avoidance of doubt, any Uber representative whom you instruct to make these changes shall be deemed authorised;

"Uber Platforms" means the Uber Eats App and any other Access Points, website, mobile application, or digital platform operated by Uber Portier or any of its Affiliates, including any technology, tools, or services made available through such platforms that facilitate the ordering, delivery, or marketing of products or services.

2. Sponsored Listings.

Subject to the Merchant Agreement and any other guidelines or eligibility criteria for Sponsored Listings that Uber makes available from time to time, Uber authorises Merchant to submit Bids. A detailed explanation of how Sponsored Listings work, including information on placement, and the auction and selection process, can be found at https://restaurants.ubereats.com/nl/en/sponsored-listings/. A selected Sponsored Listing will be placed on the Uber Eats App. For clarity, a Sponsored Listing may be posted anytime after it is selected and will continue to appear until the Campaign Budget is exhausted, until Uber removes it for any reason permitted by these Sponsored Listing Terms, or until you end the campaign in accordance with Section 6.

3. Creating Campaigns.

When you use the Ads Tool or instruct an Uber Ads Representative to create a Bid on your behalf, you authorise Uber to assemble and format Sponsored Listings based on the content provided in accordance with your Merchant Agreement. Uber may, in its sole discretion, limit access to the Ads Tool, restrict the merchants or categories of merchants who can create Sponsored Listings, limit the number of Sponsored Listings you can create at a given time, and limit the availability of any or all of the Sponsored Listings (for example, to listings from certain categories or containing certain attributes). By placing a Bid, you acknowledge that you may or may not obtain a Sponsored Listing. You acknowledge that each Bid submitted is placed in an auction; submission of a Bid does not guarantee a Sponsored Listing.

a. Uber created Bids. If you have an Uber Ads Representative, and have agreed in writing that such Uber Ads Representative may place Bids on your behalf, you agree to provide authorisation in advance to such representatives before any Bids are placed, indicating that you wish to create Sponsored Listings, your weekly budget for each Merchant location, and any other supported criteria.

b. Self-Serve Ads Tool. You agree to only use and access such Ads Tool within its functionality and technical capability, recognise that such tool is proprietary to Uber and will not circumvent or otherwise exploit the tool in such a way that is not intended. For clarity, the rights and obligations in the Merchant Agreement relating to Uber Tools shall apply to Ads Tool.

c. Authorisation of Spending. Upon submission of a Bid, you agree that you will be obligated to spend up to your authorised Campaign Budget amount if your Bid is selected. Uber will use commercially reasonable efforts to ensure your Campaign Budget is not exceeded.

d. Content for Sponsored Listings. The content included in the Sponsored Listing will be the Merchant Marketing Materials provided under the Merchant Agreement, or other videos, still images or materials provided by Merchant to Uber and used in connection with the display of Merchant’s Items on the Uber Eats App (“Merchant Material”). You are responsible for ensuring that the Merchant Material complies with all Applicable Laws and applicable advertising codes and guidance. Uber reserves the right to remove any Sponsored Listing if it reasonably believes the Merchant Material breaches the terms of the Merchant Agreement or may cause a Brand Matter. Uber will determine the size, placement, and positioning of your Sponsored Listings and you acknowledge that any Sponsored Listings shown in preview or surfaced prior may be changed in Uber’s sole discretion.

4. Your Responsibilities.

You will be solely responsible for the payment of the Sponsored Listing Fees, whether such Bid was submitted by you or another Representative. Notwithstanding anything to the contrary in the Merchant Agreement, in the event of a termination of these Sponsored Listing Terms in accordance with Section 7 or the end of a Campaign, you agree that you will be obligated to pay the Sponsored Listing Fees up until the end of the Campaign or the effective date of termination of these Sponsored Listing Terms. You agree to limit access to Ads Tool to validated and authorised Representatives or anyone else acting on your behalf. You acknowledge that you are solely responsible for your Representatives and their actions in connection with their use of Ads Tool. You will ensure that your Representatives comply with all restrictions applicable to you under these Sponsored Listing Terms and all applicable third-party rights, laws, rules and regulations.

5. Uber Responsibilities.

Uber will provide you with reasonable information, no later than the end of the month in which the Sponsored Listing appears, regarding your Sponsored Listing(s), which will include your Sponsored Listing Fees, associated performance metrics and any other information required by Applicable Laws. Subject to the functionality of the Ads Tool, Uber may, in its sole discretion, provide enhanced promotional placement or other visual treatment for the Sponsored Listings. Merchant acknowledges that the time period of the Sponsored Listing may vary due to a number of factors including Merchant’s Campaign Budget as authorised in an applicable Bid, parameters set by Uber in our sole discretion and the Ads Tool functionality.

6. Fees.

Sponsored Listing Fees are exclusive of any VAT or other sales taxes. If applicable, VAT and/or other sales taxes shall be charged and collected in the same manner as Sponsored Listing Fees. Uber may charge different rates for different placements of a Sponsored Listing upon notice to you. For clarity, you won’t be charged a fee for access to the Ads Tool or for placing a Sponsored Listing via an Uber Ads Representative.

a. Invoicing and Payment Schedule.

Uber will charge the Sponsored Listing Fees to you. You agree that unless otherwise agreed in writing, Uber or its affiliates will deduct the Sponsored Listing Fees from any payment due to you, such as a deduction from the remittance of Item Revenue collected on each Merchant’s behalf. Further, we may continue to deduct such Sponsored Listing Fees from following weekly payouts until such time when the Sponsored Listing Fees are paid in full. If agreed by Uber in writing, Uber may invoice you in arrears for the amount of the Sponsored Listing Fees, which shall be due and payable within thirty (30) days of your receipt of such invoice. In both instances, collection of the Sponsored Listing Fee will take place after placement of a Sponsored Listing. Subject to the foregoing, Uber reserves the right to set a maximum spend threshold or suspend your access to the Ads Tool until the Sponsored Listing Fees are paid in full. Uber reserves the right to offer credits and/or discounts to fully or partially fund the Sponsored Listing Fees, which may be subject to a limited time period or other restrictions, at Uber’s sole discretion. Uber and affiliates further reserve the right to collect Sponsored Listing Fees by debiting the payment method or your bank account on record, or otherwise seeking reimbursement from you by any lawful collection methods available. Any disputes about Sponsored Listing Fees must be submitted to Uber in writing within 14 days of the date you incurred such charge, otherwise you waive such dispute and such charge will be final and not subject to challenge.

b. Charged per Click.

Based on the budget defined in your Bid submission, Uber will calculate your Sponsored Listing Fees based on the price per click. Sponsored Listing Fees are determined at the rate in effect for a particular Sponsored Listing at the time it is clicked. You understand that third parties may generate impressions or clicks on your Sponsored Listing for unintended purposes and you acknowledge and agree that you may still be charged for such clicks. See https://restaurants.ubereats.com/nl/en/sponsored-listings/ for more information on the auction and bidding process.

7. Termination.

You may cancel a Bid at any time, provided, however, that your Sponsored Listing(s) may run up to 3 business days after such cancellation. You will be responsible for the Sponsored Listing Fees until the Bid is cancelled. Upon cancellation, these Sponsored Listing Terms shall automatically terminate, provided, however, termination of these Sponsored Listing Terms will not result in termination of the Merchant Agreement unless the party terminating these Sponsored Listing Terms also terminates the Merchant Agreement in accordance with the terms of such Merchant Agreement. Termination of the Merchant Agreement will automatically result in termination of these Sponsored Listing Terms. Notwithstanding the foregoing, the termination of these Sponsored Listing Terms or the Merchant Agreement will not relieve either party of its pre-existing obligations hereunder.

8. Data.

Uber shall grant you a limited, exclusive, revocable, license to certain data for free and aggregated reporting related to such Sponsored Listings. Such license shall expire upon termination of these Sponsored Listing Terms or any superseding terms. You will undertake reasonable commercial and technological efforts to prevent unauthorised access or copying of such data by third parties and you will protect, and prevent, such aggregated and anonymised data from being attributed to individual users of the Uber Tools by yourself or third parties. You agree that Uber may share Uber Data with third-party service providers for the purposes of providing Sponsored Listings. In case Uber Data is also considered Merchant’s Personal Data in accordance with Applicable Laws, the information provided in, and the rights afforded under, Uber’s privacy notice shall supersede this paragraph in case of a conflict.

9. Feedback.

You understand and acknowledge that the form and function of the Ads Tool may change at any time in Uber’s sole discretion. You understand and agree that you may voluntarily provide and/or submit to Uber Feedback, during the Sponsored Listing, and the terms of the Merchant Agreement shall apply to such Feedback.

10. Testing.

You authorise Uber to periodically conduct non-material tests that may affect your access to or use of the Ads Tool, as well as your ability to surface Sponsored Listings. These tests may include, but are not limited to, changes in formatting, or placement of Sponsored Listings. Uber will provide you with at least 15 days’ notice of any testing which may have a material impact on the performance of your Sponsored Listing. In any case, you shall only pay on a per click basis for your Sponsored Listing (as described in Section 5(a) above).

11. Confidentiality.

For the avoidance of doubt, all elements, including any design features and components offered and displayed (whether orally, visually, or in writing) of the Uber Eats Sponsored Listing program, including the existence and structure of the Uber Eats Sponsored Listing program, are confidential and should be handled in accordance with the confidentiality obligations in the Merchant Agreement.

12. Disclaimer.

Except for the express warranties stated herein, neither party makes, and each party expressly disclaims, all representations and warranties, express, implied, statutory or otherwise, with respect to the subject matter of these Sponsored Listing Terms. Without limiting the generality of the foregoing, Uber makes no representation or warranty as to the benefit that Merchant will obtain from the Sponsored Listings. Moreover, Uber does not represent or warrant that the Ads Tool will be error-free, always available or operate without loss or corruption of data or technical malfunction.

13. Other.

These Sponsored Listing Terms may be superseded and replaced by subsequent terms and conditions located at: https://www.uber.com/legal/en/ or in the Ads Tool, upon 15 days’ written or electronic notice by Uber. By continuing to submit Bids after the notice period, you agree to be bound by any subsequent terms and conditions relating to the activities described in these Sponsored Listing Terms. Uber reserves the right, at any time, temporarily or permanently, in whole or in part, to modify, suspend or discontinue the Ads Tool or the ability for Merchant to place Bids, with or without notice. You agree that neither Uber nor any of its affiliates shall be liable to you (or to any third party) for any modification, suspension or discontinuance of the Ads Tool or providing you with the ability to place Bids. Each party acknowledges that the arrangements contemplated hereby are non-exclusive and nothing herein shall be deemed to restrict or limit Uber's ability to engage in similar relationships, agreements or arrangements with any other party. Except as specifically amended by these Sponsored Listing Terms, the terms and conditions of the Merchant Agreement and any amendments thereto shall remain in full force and effect.

1. Merchant Offers Program and Offers.

2. Your Responsibilities.

3. Reporting and Offer Costs.

4. Fees.

5. Self-billing.

6. Indemnity.

7. Other.

1. Definitions.

2. Sponsored Listings.

3. Creating Campaigns.

4. Your Responsibilities.

5. Uber Responsibilities.

6. Fees.

7. Termination.

8. Data.

9. Feedback.

10. Testing.

11. Confidentiality.

12. Disclaimer.

13. Other.

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