Terms and Conditions Agreement
1. Contractual Relationship
Please read these terms and conditions carefully. These terms and conditions constitute a legally binding Agreement (the “Agreement”) between you whether personally or on behalf of an entity acting as a food service provider (the “Restaurant” or “you”) and Careem Inc., a company with its registered office at P.O. Box 146, Road Town, Tortola, British Virgin Islands (Registration number 1723752) (“Careem”, “we”, “us” or “our”), by which expression includes our legal representatives, administrators, successors-in-interest, permitted assigns and affiliates (“Affiliates”).
This Agreement governs your use of the Careem application, website, call centre and technology platform (collectively, the “Careem Platform” or the “Platform”) which facilitates the listing, sale and delivery of Goods (as defined below) to Customers (as defined below). In many jurisdictions, the right to operate the Careem Platform is licensed by Careem Inc. to its relevant Affiliates, and the relevant Affiliate in your jurisdiction provides you the non-exclusive and revocable right to access and use the Careem Platform and the Restaurant Application (as defined below) in your jurisdiction. Where no Affiliate exists in your jurisdiction but use of the Careem Platform and the Restaurant Application is available to you, the right to access and use the Careem Platform and the Restaurant Application will be provided to you by Careem Networks FZ-LLC.
YOU SHOULD READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE CAREEM PLATFORM. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE CAREEM PLATFORM.
Your access and use of the Careem Platform and the Restaurant Application constitutes your agreement to be bound by this Agreement, which establishes a contractual relationship between you and Careem. Careem may immediately terminate this Agreement with respect to you, or generally cease offering or deny access to the Careem Platform and the Restaurant Application or any portion thereof, at any time for any reason without notice.
Careem may amend this Agreement from time to time. Amendments will be effective upon Careem’s posting of an updated Agreement at this location. Your continued access or use of the Careem Platform after such posting constitutes your consent to be bound by this Agreement, as amended.
Careem may provide to a claims processor or an insurer any necessary information (including your contact information) if there is a complaint, dispute or conflict, which may include a death or injury, involving you, a Customer and/or a third party transport provider and such information or data is relevant to the complaint, dispute or conflict.
“Applicable Law” means any national, state, local, municipal legislation, regulation, statutes, by-law, consents and/or other law and any other instrument having the force of law as may be issued and in force from time to time (and any amendment or subordinate provisions) relating to or connected with the activities contemplated under this Agreement wherever so located or performed;
“Captain” means an individual, validly registered on the Careem Platform, who is an independent contractor and is carrying out the delivery of Orders to Customers.
“Commission Percentage” means the commission percentage with respect to each Order calculated on a Net Sales basis payable by you to Careem pursuant to the terms of the relevant Enrollment Form;
“Customer” means a user who place Orders through the Careem Platform;
“Effective Date” means the execution date of the Enrollment Form;
“Electronic Payment Mechanism” means the online and mobile based payment mechanisms including third party payment gateways, credit card/debit card/net banking transfer and/or e-wallets and/ or Careem credits that are available on the Platform for the purposes of facilitating the payment of the Order Value by the Customer;
“Enrollment Form” means the enrollment form signed by you and Careem by which you agree to be bound by the terms of this Agreement;
“Goods” means any food and beverages items being sold by you to Customers as listed from time to time in a relevant Menu;
“Information” means the information set out in, and to be provided in connection with, the Enrollment Form including any information which is supplied by you to Careem under or with respect to this Agreement such as the Menu, the price lists underlying the Menu, opening hours of the Restaurant, delivery areas serviced by the Restaurant and related delivery terms, and any other specific information the Restaurant is requested by Careem to provide;
“Menu” means any e-document or virtual page which sets out the Goods offered for sale by you to Customers together with related pricing and which is made available on the Careem Platform;
“Net Order Value” means the Order Value of a relevant Order, less the applicable Commission Percentage and any other charges that are due to Careem from the Restaurant under this Agreement or the Enrollment Form;
“Net Sales” means the net amount, excluding applicable taxes, charged by the Restaurant to any Customer that is attributable to an Order placed through the Careem Platform, less all discounts being offered by the Restaurant on the Careem Platform;
“Order” means an order made by a Customer on the Careem Platform for the purchase of Goods;
“Order Value” means the total amount, excluding applicable taxes, which is payable by a Customer for the purchase of Goods with respect to each relevant Order;
“Parties” means Careem and you;
“Restaurant Application” means the Careem application (web-based or otherwise) which provides you with the ability to receive details and updates relating to Orders;
“Service Operator” means a service operator working for Careem who is managing Orders received from Customers through the Careem Platform; and
“Services” means the receipt of Orders from, and delivery of related Goods to, Customers and related services.
3. Careem Obligations
- Careem will display Information and your Menu on the Careem Platform at its discretion;
- Careem will forward Orders placed by Customers to you via a Careem provided URL link and/or via the Restaurant Application on a real-time basis;
- Careem will not be responsible or liable for the (a) quality, quantity, descriptive accuracy and/or taste of the Goods advertised on the Platform; and/or (b) processing of the Orders which have been placed by the Customers with the Restaurant on the Careem Platform; (c) any Customer complaints; (d) any failure on the part of the Restaurant to comply with the special requests / instructions of a Customer where such requests and/or instructions have been communicated by the Customer at the time of placing an Order;
- Careem will use Captains to deliver Orders to Customers;
- Careem will handle any Customer and Restaurant complaint related to the Careem, Platform and/or the Restaurant Application;
- Careem will deactivate the Restaurant’s account if the Restaurant is found non-compliant with any Applicable Law;
- Careem will be responsible for the costs of any discounted promotions offered by Careem with respect to Goods;
- Careem will settle amounts owed to you weekly;
- Careem shall provide the Restaurant with a URL link, in the event, the Restaurant has a designated device to access such URL link, high-speed internet connection and speakers.
4. Restaurants Obligations
- Restaurant shall treat Orders received from Customer ordering via the Careem Platform with the same level of care and attention, including as to Customer service and delivery times, as it treats Customer orders received via its own sales channels or via any third party;
- Restaurant will provide an invoice for each Order and also ensure that information pertaining to all charges, including VAT, are clearly visible to a Customer on the relevant invoice;
- Restaurant will ensure that the Information provided to Careem is up to date and accurate at all times.
- Restaurant will notify Careem by email of any permanent changes or updates relating to a Menu and will provide 48 hours’ notice for Careem to reflect such changes on the Careem Platform;
- Restaurant will process and execute Orders promptly;
- The Restaurant will not require a minimum value with respect to any Order;
- Restaurant will accept all Orders placed by Customers and, in the event that the Restaurant fails to do the same, it will be liable to pay any relevant commissions and fees payable to Careem pursuant to this Agreement or the Enrollment Form.
- Restaurant will inform Careem about any change or modification made to an Order by the Customer directly with the Restaurant;
- The Restaurant warrants that the Goods provided to Customers are: (i) of high quality and fit for human consumption; and (ii) comply with all relevant local legislations, including all applicable food industry regulations including all packaging and labeling requirements required for Goods of that type.
- If the Restaurant provides any additional services, the Restaurant will comply with the terms and conditions of such additional services as set out in the Enrollment Form or as otherwise communicated by Careem in writing from time to time;
- The Restaurant will contact the Careem customer care if an Order cannot be processed as requested or to clarify the details of an Order, if required, post confirmation of the Order;
- Restaurant will only accept Orders for food and non-alcoholic beverages through the Platform and reject any other items;
- The Restaurant will remove any unavailable Goods from a Menu via the Restaurant Application and, in the event that it fails to do so, it shall pay to Careem the cost of any unavailable Goods ordered by Customers from time to time;
- The Restaurant will ensure that the Order(s) are: (a) the same as placed by the Customer and (b) properly packed to avoid any spillage during the transportation;
- Restaurant will be required to incur all costs associated with all Orders delayed and / or rejected by the Customer on account of delays attributable to the Restaurant;
- Restaurant will, where Careem undertakes delivery of Order through its third party delivery provider, indicate the time required to prepare the Order and hand it over to the Captain. Restaurant acknowledges and agrees that the Captain shall only be responsible to tally the number of items ordered against the Order received;
- Restaurant shall further ensure that the Order is ready at the time the Captain arrives to collect the Order;
- Restaurant will ensure that the preparation time of an Order will not exceed 20 minutes from the acceptance time of the relevant Order.
- Restaurant will indicate to Careem and/ or its Captain an indicative preparation time. Where the Restaurant fails to handover the Order to the Captain within the indicated preparation time, Restaurant will be responsible for any and all issues and costs associated with delayed delivery including costs associated with reimbursing the Customer;
- Restaurant acknowledges and agrees that it shall not make any independent call to the Customer and ask the Customer to make payments of amounts greater than what was agreed by the Customer at the time of placing the Order through the Platform;
- Restaurant will not engage in any fraudulent activity or misuse any benefits extended by Careem to it or to Customers;
- Restaurant will be responsible for the costs of any discounted promotion offered by the Restaurant with respect to Goods (a “Restaurant Promotion”) and shall at all times adhere to a minimum discount percentage with respect to Restaurant Promotions (the “Restaurant Promotion Minimum Discount Percentage”) as set out in the relevant Enrollment Form;
- Restaurant will not at any time offer by way of any medium a price for any food and beverage item which is lower than the then-current price of the applicable item set out in the Menu; and
- Restaurant will ensure that prices for Goods displayed on a Menu from time to time are inclusive of applicable taxes and charges, including VAT.
5. The Careem Platform
Careem is a digital delivery and transportation network which operates a software platform matching, amongst other things, Customers seeking to place Orders with Restaurants via the Careem Platform.
THE RESTAURANT ACKNOWLEDGE THAT NEITHER CAREEM NOR ITS AFFILIATES PROVIDE DELIVERY OR TRANSPORTATION SERVICES OR FUNCTION AS A TRANSPORTATION SERVICE PROVIDER OR OWN ANY VEHICLES FOR DELIVERY AND THAT ALL DELIVERY SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY CAREEM OR ANY OF ITS AFFILIATES.
Subject to your compliance with this Agreement, Careem grants you a limited, non-exclusive, non-sub-licensable, revocable, non-transferrable license to: (a) access and use the Careem Platform and the Restaurant Application solely with respect to the Services; and (b) access and use any content, information and related materials that may be made available to the Restaurant through the Careem Platform, in each case solely to provide Services to Customers. Any rights not expressly granted herein are reserved by Careem and Careem’s licensors.
You may not: (a) remove any copyright, trademark or other proprietary notices from any portion of the Careem Platform or the Restaurant Application; (b) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Careem Platform or the Restaurant Application except as expressly permitted by Careem; (c) decompile, reverse engineer or disassemble the Careem Platform or the Restaurant Application except as may be permitted by Applicable Law; (d) link to, mirror or frame any portion of the Careem Platform or of the Restaurant Application; (e) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Careem Platform or of the Restaurant Platform or unduly burdening or hindering the operation and/or functionality of any aspect of the Careem Platform or the Restaurant Application; or (f) attempt to gain unauthorized access to or impair any aspect of the Careem Platform or the Restaurant Application or their related systems or networks.
The Careem Platform and the Restaurant Application and all rights therein are and shall remain Careem’s property or the property of Careem’s licensors. Neither this Agreement nor your use of the Careem Platform or of the Restaurant Application convey or grant to you any rights: (a) in or related to the Careem Platform or the Restaurant Application, as applicable, except for the limited license granted above; or (b) to use or reference in any manner Careem’s company names, logos, product and service names, trademarks or services marks or those of Careem’s licensors.
5.4 Third Party Services and Content.
Pursuant to the terms of the applicable Enrollment Form, you may opt to work exclusively with Careem as your sole online ordering, take-away and/or delivery service provider (a “Careem Exclusive Partner”). In the event that you choose to be a Careem Exclusive Partner, Careem will not charge you a Commission Percentage for a one month period from the Effective Date (the “Free Month Amount”). In the event that you choose not to be a Careem Exclusive Partner or cease to be a Careem Exclusive Partner at any time during a one year period from the Effective Date, then you will be required to pay the Free Month Amount to Careem upon Careem sending an invoice with respect to such amount to you.
6. Use of the Careem Platform
- The Restaurant acknowledges and agrees that Careem has no liability with respect to any device or application used by the Restaurant in connection with the Services.
7. Charges, Payments and Commission
- Careem will display on the Careem Platform the menu and price list for all Restaurants. Careem shall endeavour to update price lists within 48 hours of being notified of changes (in writing) by a Restaurant but shall not be liable in any way for a failure do to do. Where the Restaurant has a unilateral right to access Restaurant admin panel or URL link (subject to Careem’s consent in this regard) to edit and update the Information which is displayed on the Careem Platform by Careem, the Restaurant should ensure that it (a) keeps such information true, accurate and updated at all times; and (b) complies with Careem’s internal terms and conditions of use in this regard.
- The Restaurant acknowledges and agrees that while Careem will use its reasonable efforts to ensure that the Careem Platform is not misused by Customers for the placement of wrong Orders, it is the ultimate responsibility of the Restaurant to determine whether an Order is wrong or not. In the event of a wrong Order, the Restaurant undertakes to report such a wrong Order to Careem including by calling Careem for Careem’s action and investigation. In this regard, Careem provides a built-in feature(s) in the Restaurant Application that will allow the Restaurant to report wrong Orders.
- Careem may perform a variety of marketing activities to promote the Restaurant and the Restaurant’s menu; provided, however, that all such marketing activities will be determined in Careem’s sole and absolute discretion and the Careem Platform may be modified or updated, without notice and from time to time, to reflect any such changes.
- The Restaurant acknowledges and agrees that the Careem Platform will provide the following payment mechanisms to Customers for the payment of the Order Value: (i) Cash on delivery; (ii) Electronic Payment Mechanism; and (iii) Redemption of vouchers and/or discount promotion (if any) approved by Careem.
- The Restaurant acknowledges and agrees that Careem will provide the Restaurant with a monthly invoice within a period of 7 (seven) days from the date of the expiry of the preceding month for the commission payable by the Restaurant to Careem in respect of Orders and any additional cost as may be agreed in the Agreement, if applicable. Invoices will be sent to the Restaurant by email as specified in the relevant Enrollment Form.
- In consideration for the services offered by Careem to the Restaurant, the Restaurant undertakes to pay to Careem the Commission Percentage.
- The Parties acknowledge and agree that the accumulated average delivery rating is entirely under the control of the Customers and that it is calculated using the ratings which are given by the Customer in respect of each Order which is placed by such Customer with a particular Restaurant on the Careem Platform.
- The Restaurant acknowledges and agrees that Careem reserves the right to review and modify the foregoing delivery rating system and the Commission Percentage periodically and that Careem’s decision in this regard shall be final and binding on the Restaurant.
8. Restricted Activities
8.1 The Restaurant must meet all of the following requirements when it receives an online payment Order:
- Ensure that it does not receive any additional payment from a Customer (including but not limited to payment by cash) when payment has been made online by a Customer;
- Follow all special instructions contained on the Order receipt or as communicated by Service Operator; and
- If the Restaurant has not complied with the delivery instructions (as set forth in an Order receipt) or has supplied poor quality or inaccurate Goods to the Customer in the opinion of Careem, whereby Careem has (pursuant to the Customer’s complaint) refunded the Order Value to the Customer (“Problem Order”), the Restaurant acknowledges and agrees that the Restaurant will not be paid for such Problem Order and that if the Restaurant has already received the Order Value from Careem in respect of such Problem Order (subject to the appropriate reductions under Clause 10), Careem will have a right to deduct or offset such amount from or against any monies that are owed by Careem to the Restaurant from time to time under this Agreement.
- You shall disclose all relevant details pertaining to Problem Order(s) to Careem upon becoming aware of the same.
9. Disclaimers; Limitation of Liability; Indemnity
THE CAREEM PLATFORM AND THE RESTAURANT APPLICATION IS PROVIDED “AS IS” AND “AS AVAILABLE.” CAREEM AND ITS AFFILIATES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, CAREEM AND ITS AFFILIATES MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE CAREEM PLATFORM OR OF THE RESTAURANT APPLICATION OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE CAREEM PLATFORM OR THE RESTAURANT APPLICATION, OR THAT THE CAREEM PLATFORM OR RESTAURANT APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER CAREEM NOR ITS AFFILIATES GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF CUSTOMERS. THE RESTAURANT AGREES THAT THE ENTIRE RISK ARISING OUT OF THE RESTAURANT’S USE OF THE CAREEM PLATFORM AND RESTAURANT APPLICATION, AND ANY SERVICE OR GOOD REQUESTED OR PROVIDED IN CONNECTION THEREWITH, REMAINS SOLELY WITH THE RESTAURANT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
- LIMITATION OF LIABILITY
THE RESTAURANT UNDERSTANDS AND ACCEPTS THAT CAREEM DOES NOT PROVIDE TRANSPORTATION, FOOD DELIVERY OR LOGISTICS SERVICES OR FUNCTION AS A TRANSPORTATION CARRIER AND THAT ALL SUCH TRANSPORTATION, FOOD DELIVERY OR LOGISTICS SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY CAREEM OR ANY OF ITS AFFILIATES. CAREEM ’S LIABILITY FOR ANY LOSS SUFFERED BY THE RESTAURANT ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED TWENTY THOUSAND AED (AED 20,000).
THE RESTAURANT AGREE THAT CAREEM HAS NO RESPONSIBILITY OR LIABILITY TO THE RESTAURANT RELATED TO ANY DELIVERY SERVICES PROVIDED BY THE RESTAURANT TO CUSTOMERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT.
The Restaurant agree to indemnify and hold Careem, its Affiliates and their officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (a) the Restaurant’s use of the Careem Platform and Restaurant Application and the sale of Goods and delivery services obtained through the Restaurant’s use of the Careem Platform and the Restaurant Application; (b) the Restaurant’s breach or violation of this Agreement or (c) the Restaurant’s violation of the rights of any third party, including Captains.
10. Dispute Resolution
Any dispute, conflict, claim, non- contractual dispute or claim, or controversy arising out of or broadly in connection with or relating to the Careem Platform, the Restaurant Application or this Agreement, including those relating to its validity, its construction or its enforceability (any “Dispute”) shall be settled by the courts of the jurisdiction in which the relevant Affiliate is incorporated.
11. Other Provisions
11.1 Choice of Law.
This Agreement is governed by and construed in accordance with the laws of the jurisdiction in which the relevant Affiliate is incorporated, without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region.
11.2 Claims of Copyright Infringement.
Claims of copyright infringement should be sent to Careem at firstname.lastname@example.org.
Careem may give notice by means of a general notice on the Careem Platform, electronic mail to your email address in the Restaurant Account, or by written communication sent to your address as set forth in the Enrollment Form. The Restaurant may give notice to Careem by written communication to Careem’s email address at email@example.com for any matter and will give 5 calendar days’ written notice with respect to terminating its use of the Careem Platform and the Restaurant Application.
The Restaurant may not assign or transfer its rights under this Agreement in whole or in part without Careem’s prior written approval. Careem may assign and/or transfer its rights and obligations under this Agreement in whole or in part, including to: (a) a subsidiary or affiliate; (b) an acquirer of Careem’s equity, business or assets; or (c) a successor by merger.
No joint venture, partnership, employment or agency relationship exists between the Restaurant, Careem, its Affiliates or any Customer as a result of the contract between the Restaurant and Careem or use of the Careem Platform.
If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the other provisions in this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of this Agreement. This Agreement constitutes the entire Agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous Agreements or undertakings regarding such subject matter.