Terms and Conditions Agreement

  1. Contractual Relationship

Please read these Terms and Conditions carefully. These Terms and Conditions constitute a legally binding agreement together with the Enrollment Agreement between you, whether personally or on behalf of an entity, acting as a provider of food and beverages (the “Restaurant” or “you”) and the Careem Legal Entity stated on the Enrollment Agreement or, where there is no Careem Legal Entity stated on the Enrollment Agreement, the Careem legal entity incorporated in the jurisdiction where the Restaurant is located and the Orders are to be delivered (“Careem”). For the purpose of the Agreement, references to “Affiliates” includes Careem’s administrators, successors-in-interest, permitted assigns and affiliates.

These Terms and Conditions and the Enrollment Agreement shall hereinafter be referred to as the “Agreement”.

This Agreement governs your use of the Careem application, website, call center and technology platform (collectively, the “Careem Platform” or the “Platform”) which facilitates the listing, sale and delivery of Goods (as defined below) to Careem Users (as defined below) (“Platform Services”).

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 OR THE RESTAURANT APPLICATION.

Your access and use of the Careem Platform and the Restaurant Application constitute 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 these Terms and Conditions unilaterally and at its sole discretion from time to time. Amendments will be effective upon Careem’s posting of updated Terms and Conditions at this location. Your continued access or use of the Careem Platform and/or the Restaurant Application after such posting constitutes your consent to be bound by these Terms and Conditions, 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 Careem User and/or a third-party transport provider and such information or data is relevant to the complaint, dispute or conflict.

  1. Definitions

“Added Value” means an additional gain or benefit offered to Careem or to Careem User(s) by the Restaurant that delivers a related gain or benefit (monetary or otherwise) to Careem or to a Careem User as may offered in relation to the Careem Platform or enabled by Careem in the Restaurant Application and which may include: promotions; discounts; exclusive meals; combination meals; buy one get one free offers (or similar bundling); marketing by the Restaurant of Careem, and/or the Careem App on the Restaurant’s proprietary channels (either on or off-line); signing up as a partner to the Careem Customer loyalty programme.

“Applicable Law” means any national, state, local, municipal legislation, regulation, statutes, bylaw, 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 third party contractor and is carrying out the delivery of Orders to Careem Users;

“Charges” means the amount payable by Restaurant to Careem for the supply of the Services under this Agreement, such amounts being as set out in the Enrollment Agreement as may be updated from time to time in accordance with the terms of this Agreement;

“COD Pre-payment” means a cash payment by a Captain for the Goods at the time of pick-up from the Restaurant and for which the Captain will be reimbursed by the Careem User at the time of delivery;

“Careem User” means a third party user who places Orders through the Careem Platform;

“Device” means an internet enabled mobile or tablet device capable of accessing the Restaurant Application;

“Data Processing Addendum” means the terms in Schedule A;

“Data Protection Legislation” all applicable privacy and data protection laws in the Territory and any applicable national implementing laws, regulations and secondary legislation relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced or updated from time to time;

“Effective Date” means the date set out in the Enrollment Agreement or as defined in clause 9;

“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 Careem User;

“Enrollment Agreement” means the Restaurant Enrollment Agreement signed by you and Careem by which you agree to be bound by the terms of this Agreement;

“Force Majeure Event” means any event or occurrence which prevents a Party from performing any or all of its obligations under this Agreement and which arises from, or is attributable to acts, events, omissions or accidents which are unforeseeable and beyond the reasonable control of the Party so prevented or affected and include governmental acts or requirements, regulatory changes/actions, war, fire, flood, explosion. terrorism, hackers, cyber-attacks, embargos, epidemics, pandemics, strikes or other labour disputes, unavailability of materials and/or components or civil commotion;

“Good Industry Practice” means the practices, methods and procedures and that degree of skill, diligence, prudence, foresight and judgment which would be expected to be observed by a skilled and experienced supplier engaged in the same or similar activities under the same or similar circumstances;

“Goods” means any food and beverage items being sold by you to Careem Users through the Careem Platform as listed from time to time in a relevant Menu;

“Group” means in relation to any person, that person and any company which is from time to time a subsidiary or holding company of that person or a subsidiary of any such holding company;

“Information” means the information set out in, and to be provided in connection with, the Enrollment Agreement 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;

“Initial Subscription Term” means the period of 1 calendar month unless specified otherwise in the Enrollment Agreement;

“Intellectual Property Rights” means patents, inventions (whether patentable or not), copyrights, moral rights, design rights, trade-marks, trade names, business names, service marks, brands, logos, service names, trade secrets, know-how, domain names, database rights and any other intellectual property or proprietary rights (whether registered or unregistered, and whether in electronic form or otherwise) including rights in computer software, data, and all registrations and applications to register any of the aforesaid items, rights in the nature of the aforesaid items in any country or jurisdiction, any rights in the nature of unfair competition rights, and rights to sue for passing off;

“Menu” means any e-document or virtual page which sets out the Goods offered for sale by you to Careem Users together with related pricing and which is made available on the Careem Platform;

“Net Order Value” means the Order Value, less Charges and any other taxes or charges due under this Agreement;

“Order” means an order made by a Careem User through the Careem Platform for the purchase of Goods from you;

“Order Value” means the total gross amount, listed on the Careem App which is payable by a Careem User for the purchase and delivery of Goods with respect to each relevant Order;

“Parties” means Careem and you;

“Payment Gateway Fees” mean the amount charged to the Restaurant for processing Careem User card payments in relation to an Order as set out in the Enrollment Agreement;

“Personal Data” any data that is considered as personal data under the Data Protection Legislation, specifically information relating to an identified or identifiable natural person. 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;

“Process, Processing or Processed” every operation or set of operations which is performed with regard to Personal Data, including without limitation the collection, recording, organization, storage, adaptation, alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, combining, linking to other data, blocking, erasure or destruction of Personal Data;

“Renewal Period” means the period described in clause 9;

“Restaurant Application” means the restaurant application (web-based or otherwise) provided by Careem to the Restaurant which provides the ability to receive details and updates relating to Orders and to manage Information (as enabled from time to time by Careem);

“Self Delivery” has the meaning set out in clause 3.5;

“Service Operator” means a service operator working for Careem who is managing Orders received from Careem Users through the Careem Platform;

“Services” means the receipt of Orders from, and delivery of related Goods to, Careem Users and related services;

“Service Levels” where relevant, the service levels to be met by the Restaurant as specified in the Enrollment Agreement;

“Subscription” the user subscriptions purchased by the Restaurant which entitles the Restaurant to access the Platform and use of the Platform Services in accordance with this agreement;

“Subscription Plan” means the Subscription selected by the Restaurant as set out in the Enrollment Agreement and may be amended from time to time in accordance with clause 4.4.

“Subscription Term” means the Initial Subscription Term together with any Renewal Period;

“Subscription Fees” the monthly subscription fees payable by the Restaurant to Careem for the Subscription as set out in the Enrollment Agreement;

“Technical Standards” means all internationally recognizable technical standards applicable to the provision of the Services hereunder;

“Total Orders” the total number of Orders accepted by the Restaurant through the Platform; and

“VAT” value added taxes and any similar taxes (e.g. sales tax, general sales tax) as applicable under local laws and regulations.

  1. Careem Obligations

3.1. Careem will display Information and your Menu on the Careem Platform at its discretion;

3.2. Careem will forward Orders placed by Careem Users to you via a Careem provided URL link and/or via the Restaurant Application on a real-time basis;

3.3. 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 Careem Users with the Restaurant on the Careem Platform; and/or (c) any failure on the part of the Restaurant to comply with the special requests / instructions of a Careem User where such requests and/or instructions have been communicated by the Careem User at the time of placing an Order; and/or (d) the delivery of the Goods to the Careem User including, but not limited to, the acts or omissions of any Captain.  The Restaurant agrees to take full liability and responsibility in respect of the foregoing;

3.4. Except in cases where the Restaurant opts for Self Delivery in respect of an Order, Careem will match the Restaurant with a Captain through the Platform who will deliver Orders to Careem Users;

3.5  If the “Yes” box is checked for “Self Delivery” in the Enrollment Agreement then Orders received by Careem for the Restaurant through the Careem Platform may be independently delivered by the Restaurant to Careem Users using the Restaurant’s own delivery services (“Self Delivery”). The Restaurant shall notify Careem if a minimum Order value will apply to Orders that are subject to Self Delivery.  In addition, with respect to Orders that are subject to Self Delivery, the Restaurant agrees that it shall deliver Orders to the relevant Careem User within the Permitted Delivery Time set out in the Enrollment Agreement.  The Restaurant agrees that in the event a Self Delivery Order is delivered to the Careem User after the Permitted Delivery Time, Careem shall be entitled to compensate the Careem User in its sole discretion on behalf of the Restaurant and such amount will be deducted by Careem from any Payments due to the Restaurant under this Agreement.

3.6. If an Order being delivered by a Captain cannot be delivered to a Customer for reasons outside the control of the Restaurant, for example if the Customer is not present to receive the Order the Net Order Value shall be credited to the Restaurant.

In the event that an Order cannot be completed as a result of a failure to comply with clause 4.2 below, the Restaurant acknowledges and agrees that it will not be paid for such Order and that Careem will have a right to charge the Restaurant for: the Net Order Value; and/or the value of any other Payment made from or against any monies that are owed by Careem to the Restaurant; and/or any compensation paid to the Customer by Careem as a result of the failed Order;

3.7. Careem will handle any Careem User and Restaurant complaints related to the Careem Platform, the Restaurant Application and/or the Device (in the event Careem has provided Restaurant with that Device);

3.8. Careem will deactivate the Restaurant’s account on the Careem Platform if the Restaurant is found non-compliant with any Applicable Law and may terminate this Agreement;

  1. Restaurants Obligations

4.1. Restaurant shall treat Orders received from Careem User ordering via the Careem Platform with the same level of care, prep times, and attention, including providing the correct food items as per the Careem User Order and providing the right packaging to avoid spillage or destruction of food items, as it treats Careem User orders received via its own sales channels or via any third party;

4.2. Restaurant will ensure all Information provided to Careem is up to date and accurate at all times; and  Orders are ready for dispatch within 60 minutes (unless stated otherwise in the Enrollment Agreement)  of the Captain notifying the Restaurant of his arrival through the Restaurant Application;

4.3. Restaurant will use the Restaurant Application to make timely changes or updates to their Information, including but not limited to Menu items, Menu prices, operating hours and any other Information. If these changes cannot be made via the Restaurant Application, Restaurant will notify Careem either by email or the partner support dashboard made available through the Restaurant Application and will provide 48 working hours’ notice for Careem to reflect such changes on the Careem Platform. If Restaurant fails to do so, Restaurant shall pay to Careem the relevant Charges on any Orders that could not be completed due to outdated Restaurant Information.  The Restaurant shall be responsible for the security of its access of the Restaurant Application and its management of Information in relation to the same.  You agree to maintain the security and secrecy of your account and access to the Restaurant Application at all times, including any passwords or access details provided.  You agree and understand that you are responsible for all activity that occurs under your account and are liable for all related losses or damages (including theft of the device through which you access the Careem Platform).

4.4 The Restaurant may request to change its Subscription Plan.  Any such request for change must be submitted before 5pm on 21st of the month (“Change Date”).  Changes submitted before the Change Date shall be processed and implemented by the first calendar day of the following month and charges updated accordingly.  Any requests to change the Subscription Plan received after 5pm on the Change Date (“Late Changes”) will be processed in the following month.  Late Changes will be processed in the following month but not implemented until the subsequent month (i.e. the second month after the Late Change is requested).  Where the Change Date falls on a Friday, Saturday, or public holiday a change request must be submitted by no later than 5pm on the last working day before the Change Date.  The Restaurant may make a change to its Plan no more than 3 times a year with such changes being a least 3 calendar months apart.

4.5. Except for Orders subject to Self Delivery, the Restaurant will not require a minimum value with respect to any Order;

4.5.1. Restaurant will accept all Orders placed by Careem Users within two minutes of the Order appearing on the Restaurant Application and, in the event that the Restaurant fails to do the same, Careem may (where the Information indicates that the Restaurant is open and able to accept Orders) accept the Order on behalf of the Restaurant.  Where Careem accepts an Order on behalf of the Restaurant Careem shall require the assigned Captain to place the Order, in person, at the Restaurant.  If Careem, or the Captain (on its behalf) is unable to place the Order at the Restaurant because the Restaurant has failed to accurately maintain its Information (in accordance with clause 4.2) the Restaurant shall be liable for any costs incurred by Careem in relation to the same.

4.6. If Careem User contacts Restaurant to request any change or modification to an Order, Restaurant will direct Careem User to contact Careem directly.  For Orders subject to Self Delivery, Restaurant shall deal directly with the Careem User for queries relating to delivery times, delivery issues and driver location in respect of the Order and Careem shall direct the Careem User to the Restaurant in respect of the same;

4.7. The Restaurant warrants that the Goods provided to Careem Users are: (a) of high quality and fit for human consumption; and (b) comply with all Applicable Laws, including all applicable food industry regulations including all packaging and labeling requirements required for Goods of that type;

4.8 The Restaurant shall provide a designated, separate, and safe area for Captains to collect Orders or to wait where Orders are not ready for collection.

4.9 The Restaurant shall at all times provide an environment that is free from harassment and bullying and shall ensure that it and its staff and personnel who interact with Captains treat those Captains at all times with dignity and respect.

4.10. 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;

4.11. Restaurant will ensure that the preparation time of an Order will not exceed 15 minutes from the acceptance time of the relevant Order (unless otherwise agreed in writing with Careem);

4.12. Restaurant will be responsible for any and all issues and costs associated with delayed delivery resulting from its failure to comply with the agreed preparation time period including costs associated with compensating the Careem User, which shall be at Careem’s sole discretion;

4.13. Restaurant will not engage in any fraudulent activity or misuse any benefits extended by Careem to it or to Careem Users;

4.14. Restaurant will be responsible for the costs of any discounted promotion offered by the Restaurant with respect to Goods, as agreed from time to time via email;

4.15. If the Restaurant has not complied with the preparation instructions (as set forth in an Order) or has supplied poor quality or inaccurate Goods to the Careem User, in the opinion of Careem, whereby Careem has (pursuant to the Careem User’s complaint) refunded the Order Value to the Careem User (“Problem Order”), the Restaurant acknowledges and agrees that the Restaurant will not be entitled to receive the Net Order Value and/or any Payments (defined below) for such Problem Order and that if the Restaurant has already received the Net Order Value from Careem in respect of such Problem Order (subject to any appropriate reductions hereunder), 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;

4.16. You shall disclose all relevant details pertaining to Problem Order(s) to Careem upon becoming aware of the same;

4.17. Restaurant will ensure that prices for Goods displayed on a Menu are at all times inclusive of applicable taxes and charges, including VAT; and

4.18. Restaurant shall perform its obligations and provide the Services hereunder in accordance with: (a) Good Industry Practice; (b) Technical Standards; (c) All applicable professional rules, code of conduct, regulations and associated guidelines; (d) Any timescales set out herein; and (e) Applicable Law.

4.19. Where applicable, Restaurant agrees to meet and comply with the Service Levels set in the Agreement. Careem will review the Restaurant’s performance and in the event of repeated breaches of Service Levels Careem may, at its discretion, (a) request the Restaurant to put in place a plan to remedy the breaches; and/or (b) suspend or terminate the Agreement if the breaches remain uncured for more than 15 days from Careem’s written notification.

4.20. Restaurant will ensure that no Order contains any Goods past their expiry and/or consumption date.  In case any Careem User informs Careem that the Careem User has received any expired Good(s), Restaurant acknowledges and agrees that it will not be paid for such Order, and that if the Restaurant has already received any Payment (as defined below) from Careem in respect of such Order (subject to any appropriate reductions hereunder), 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

4.21. Restaurant warrants, represents and undertakes that prior to dispatch of any Goods, any such Goods have at all times been handled, stored and maintained in hygienic and sanitary conditions and in accordance with Applicable Law, Good Industry Practice and any instructions or requirements of the manufacturer and/or producer of the Goods;

4.22. THE RESTAURANT WARRANTS, REPRESENTS AND UNDERTAKES THAT IT HAS, AND WILL MAINTAIN, ALL NECESSARY LICENSES AND PERMITS REQUIRED FOR MARKETING (IN ALL CHANNELS), SALE AND DELIVERY OF THE GOODS IN ALL TERRITORIES WHERE THE SERVICES ARE PERFORMED.  IF ANY SUCH LICENSE OR PERMIT IS REVOKED, EXPIRES OR IS TERMINATED FOR ANY REASON WHATSOEVER THEN THE RESTAURANT SHALL PROMPTLY NOTIFY CAREEM IN WRITING;

In addition to the foregoing, the following terms and conditions will apply to Restaurants who opt for Self Delivery in respect of an Order:

4.23. Restaurant shall be solely liable for delivery of the Goods to a Careem User and within the Permitted Delivery Time as defined in the Enrollment Agreement.

4.24. Restaurant will provide an invoice to a Careem User for each Order and will use the Careem invoice format available on the Restaurant Application (or such other format mutually agreed to by the Parties) and also ensure that information pertaining to all charges (including VAT) are clearly visible to a Careem User on an applicable invoice.  Where VAT is applicable, Restaurant will issue a fully compliant tax invoice to Careem User and is also responsible for compliance with any applicable invoicing law/ regulations.

4.25. Restaurant will notify Careem that it intends to use Self Delivery for a particular Order by selecting the Self Delivery option on the restaurant dashboard available on the Restaurant Application.

  1. The Careem Platform

Careem is a digital delivery and transportation network which operates a software platform matching, amongst other things, Careem Users seeking to place Orders with Restaurants via the Careem Platform.

CAREEM IS ONLY ACTING AS AN UNDISCLOSED AGENT ON BEHALF OF THE TRANSPORTATION SERVICE PROVIDER. THE RESTAURANT ACKNOWLEDGES THAT NEITHER CAREEM NOR ITS AFFILIATES PROVIDE DELIVERY OR TRANSPORTATION OR FOOD 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.

5.1. License

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 Careem Users. Any rights not expressly granted herein are reserved by Careem and Careem’s licensors.

5.2. Restrictions

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 Application 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.

5.3. Ownership

The Careem Platform and the Restaurant Application and all rights therein (including in relation to 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 Careem’s Confidential Information, Careem User Personal Data, Careem’s data, 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; or  (c) except for the limited license granted above, to any Intellectual Property Rights that are owned by or licensed to Careem prior to the commencement date of this Agreement, which shall be owned by and remain the property of and vested in Careem and Careem’s licensors.

The Restaurant hereby assigns with full title guarantee, free of all encumbrances and in the case of copyright, by way of a present assignment of future copyright, all of the Intellectual Property Rights that arise, or are created or developed by Careem or are adapted from Careem’s Intellectual Property Rights in connection with this Agreement upon creation, together with the right to sue for past infringement of the Intellectual Property Rights.

The Restaurant hereby grants to Careem a worldwide, perpetual, non-exclusive, assignable, royalty-free license (with full right to sublicense) for the term of the Agreement to use, reproduce, publicly display, exploit, modify, alter or integrate its Intellectual Property Rights as are provided by the Restaurant to Careem (whether directly or indirectly) or are uploaded by the Restaurant onto the Careem Platform or Restaurant Application, from time to time, for the purpose of providing the Platform Services and any marketing campaigns it runs in relation to the Services.  The Restaurant warrants, represents and undertakes that none of the content, information or related materials that it provides to Careem under this Agreement, or that are uploaded by Restaurant onto the Careem Platform or Restaurant Application, will violate or infringe any third party Intellectual Property Rights or any other third party rights.

5.4. Third Party Services and Content

The Careem Platform and the Restaurant Application may be made available or accessed in connection with third party services and content (including advertising) that Careem does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Careem does not endorse such third-party services and content and in no event shall Careem be responsible or liable for any products or services of such third party providers. Additionally, Apple Inc., Google, Inc., and/or their applicable international subsidiaries and affiliates will be third-party beneficiaries to this contract if you access the Careem Platform using applications developed for Apple iOS or Android-powered mobile devices, respectively. These third-party beneficiaries are not parties to this Agreement and are not responsible for the provision or support of the Careem Platform in any manner. Your access to the Careem Platform using these services or applications is subject to terms set forth in the applicable third-party beneficiary’s terms of service.

5.5. Exclusivity

Pursuant to the terms of the Enrollment Agreement, you may opt to work exclusively with Careem as your sole online ordering, take-away and/or delivery service provider (a “Careem Exclusive Partner”).

  1. Use of the Careem Platform

6.1. The Restaurant’s use of the Careem Platform and the Restaurant Application shall be subject to the terms and conditions set forth in this Agreement and the Enrollment Agreement.

6.2. In the event Careem provides you with a Device, the following terms and conditions shall apply:

6.2.1. The Device shall be used by the Restaurant solely for the purpose of (1) managing Orders; (2) reviewing the particulars underlying the Orders; (3) updating the Order status; (4) updating Restaurant Information; (5) communicating with Careem; (6) reporting erroneous Orders; (7) reviewing Restaurant’s performance and financial accounts relating to its business with Careem and/or (8) any other use that may be prescribed in writing by Careem.

6.2.2. Careem’s terms and conditions relating to Devices shall apply to any Device provided by Careem to the Restaurant;

6.2.3. The Restaurant undertakes to use the Device in compliance with the instructions for use that may be issued by Careem and/or the manufacturer in this regard;

6.2.4. On the delivery of the Device by Careem to the Restaurant, the Restaurant will be required to acknowledge the receipt of the Device in writing by executing an Asset Handover Form in the format prescribed by Careem, and the cost of the Device will be charged to the Restaurant pursuant to the terms of the Enrollment Agreement;

6.2.5. Careem grants a limited, non-exclusive, non-transferable, royalty free license to the Restaurant for the use of the Device solely until the termination of this Agreement;

6.2.6. The Restaurant undertakes to and shall use the Device only for the purposes prescribed under this Agreement and that the Restaurant should not violate the Intellectual Property Rights of Careem or any other third party while using the Device at any point in time;

6.2.7. The Restaurant undertakes to return the Device along with all accessories (in a full working condition as determined by Careem) to Careem immediately upon the termination of this Agreement or when requested by Careem. The Device will be collected by Careem from the Restaurant at the sole expense of Careem. Upon the return of the Device along with all accessories by the Restaurant, Careem and the Restaurant will be required to acknowledge the transfer of the Device in writing as instructed by Careem;

6.2.8. The Restaurant acknowledges and agrees that any failure on part of the Restaurant in returning the Device (whenever requisitioned by Careem or on the termination of this Agreement) will render the Restaurant liable to pay for such unreturned Device including for an appropriate action under Applicable Law; and

6.2.9. The Restaurant acknowledges and agrees that: (i) Careem is not the manufacturer of any Device provided (ii) Careem cannot provide any warranties or guarantees with respect to the quality or durability of the Device and (iii) it uses the Device at its own risk.

6.2.10. In the event that the Device ceases to function and the Restaurant is unable to access the Restaurant Application through any other means, the Restaurant will immediately inform Careem and Careem will disable the Restaurant on the Careem Platform until the Device is functional again.

 

  1. Charges and Payments

7.1. The Restaurant acknowledges and agrees that while Careem will use its reasonable efforts to ensure that the Careem Platform is not misused by Careem Users 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 through the Device or call Careem for Careem’s action and investigation.

7.2. 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.

7.3. The Restaurant acknowledges and agrees that the Careem Platform will provide the following payment mechanisms to Careem Users for the payment of the Order Value: (a) COD Pre-payment; (b) Electronic Payment Mechanism; and (c) Redemption of vouchers and/or discount promotion (if any) approved by Careem.

7.4. In the event that any of the Restaurant or its employees irreparably damages or loses the Device or any of its accessories during the subsistence of this Agreement, Careem shall replace the same and the Restaurant shall be charged for the cost of replacement.

7.5. The Restaurant shall pay to Careem all other Charges in accordance with the terms specified on the Enrollment Agreement. If Careem has not received payment within 15 days after the due date, and without prejudice to any other rights and remedies Careem may, without liability to the Restaurant, disable the Restaurant’s access to the Restaurant Application and access to all or part of the Services and Careem shall be under no obligation to provide any or all of the Services while the Charges remain unpaid;

7.6. Where Restaurant fails to pay the Charges specified in accordance with these terms interest shall be applied by Careem to the late payment at the rate of 3 percent per annum calculated on a daily basis from the date the Charges became due and payable

7.7. Taxes: You acknowledge and agree that you are required to: (i) complete all tax registration obligations and calculate and remit all tax liabilities related to the provision of your services as required by applicable law; and (ii) provide Careem with all relevant tax information (including your valid VAT number applicable by law). You further acknowledge and agree you are responsible for taxes on your own income arising from the performance of your services, e.g., supplying Goods to Careem Users and Self Delivery where applicable. In the case of Charges, you acknowledge and agree that you will pay any applicable taxes (excluding Careem’s own taxes on its income) on the amounts charged to you by Careem.  Furthermore, you acknowledge and agree that where Careem is required to withhold any taxes on your income, whether on amounts paid by a Careem Careem User through cash, a payment card, the Careem Wallet, or other payment means other than cash, or on any amounts payable by Careem to you, you will cooperate fully to enable Careem to meet its withholding obligations, including remitting the required taxes to Careem.

7.8. Careem will settle the Net Order Value owed to Restaurant in accordance with the payment terms specified on the Enrollment Agreement (“Payments”). Restaurant agrees that Careem shall be entitled to set-off any amounts Restaurant owes to Careem hereunder including (but not limited to) the Charges. Restaurant will be responsible for any taxes or charges payable on the Goods including collecting, paying and reporting such taxes to the appropriate authorities and providing Careem Users with compliant Tax Invoices where required under local laws for the Goods.

7.9. Restaurant acknowledges and agrees that Careem will provide the Restaurant with a monthly statement within a period of 14 (fourteen) business days from the last day of each month setting forth all of the Orders during such month and any amounts due to Careem in respect of Orders. Such statements will be sent to the Restaurant using the email address specified in the Enrollment Agreement.

7.10. In the event that an Order is not delivered to a Careem User as a direct result of the negligence or willful misconduct of a Captain, Careem shall put forth its best commercial efforts to procure that such Captain re-pay Careem User or Restaurant the Order Value if such amount was paid by Careem User in advance.

7.11. The Parties acknowledge and agree that Order ratings are entirely under the control of Careem Users and the Restaurant’s accumulated average rating displayed on the Careem Platform is calculated using the ratings which are given by the Careem User in respect of each Order which is placed by such Careem User with the Restaurant on the Careem Platform.

7.12. The Restaurant acknowledges and agrees that Careem reserves the right to review and modify the foregoing delivery rating system and the Charges periodically upon sending an email notice to the Restaurant and that Careem’s decision in this regard shall be final and binding on the Restaurant.

7.13 The Terms and Conditions may be amended from time to time, provided that Careem will provide the Restaurant prior written notice of any material changes. If a Merchant objects to the changes, it may give Careem notice of its objection and terminate the Agreement. In the absence of Careem receiving written notice of the Merchant’s objection within 15-days of notification, the Merchant will be deemed to agree to such intended changes. For the avoidance of doubt, this clause does not grant Careem the right to unilaterally change the Subscription Fee during a live Subscription Term.

  1. Restricted Activities

8.1. The Restaurant must meet all of the following requirements when it receives an online payment Order:

8.1.1. Ensure that it does not receive any additional payment from a Careem User (including but not limited to payment by cash) when payment has been made online by a Careem User; and

8.1.2. Follow all special instructions contained on the Order receipt or as communicated by Service Operator.

8.2. The Restaurant agrees that it will treat all information concerning this Agreement and the Enrollment Agreement (including their respective terms), Careem and its Group, the Careem Platform and all information concerning Careem Users which has been provided to it pursuant to the terms of this Agreement as confidential information (“Confidential Information”) and will not, except as provided in this Agreement, disclose, use or permit the disclosure or use of such information to any third party. The Restaurant further agrees that a breach of this provision would cause Careem to suffer irreparable harm and damage that could not be adequately remedied by payment of monetary damages and therefore, in addition to monetary damages and other legal remedies, the Restaurant agrees that Careem will be entitled to obtain equitable and injunctive relief as may be necessary to restrain any threatened, continuing or further breach by the Restaurant. The restrictions referred to in this Clause will not apply to any Confidential Information to the extent that such information: (a) is already known to the Restaurant, (b) is in or comes into the public domain otherwise than as a result of any breach of this Agreement or (c) is required to be disclosed by law.

8.3. Restaurant will Process any Personal Data received from Careem or any Careem User in accordance with the Data Processing Addendum in Schedule A.

  1. Term and Termination

9.1. Unless otherwise specified in the Enrollment Agreement. This Agreement shall not come into force and effect until such time as Careem confirms in writing to the Restaurant that it may access and use the Careem Platform and Restaurant Application.

9.2. This Agreement shall continue for the Initial Subscription Term and shall be automatically renewed for successive periods of the same length (each a Renewal Period) unless:

9.2.1. either party notifies the other of termination at least 30 days before the end of the Initial Subscription Term or any Renewal Period in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period.

  1. Disclaimers; Limitation of Liability; Indemnity

10.1. DISCLAIMER

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.

10.2. LIMITATION OF LIABILITY

THE RESTAURANT UNDERSTANDS AND ACCEPTS THAT CAREEM DOES NOT PROVIDE TRANSPORTATION, FOOD DELIVERY OR LOGISTICS SERVICES OR FUNCTION AS A TRANSPORTATION OR GOODS 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 TEN THOUSAND AED (AED 10,000) (OR THE EQUIVALENT AMOUNT IN THE RELEVANT LOCAL CURRENCY).THE RESTAURANT AGREES 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 AND THAT CAREEM HAS NO RESPONSIBILITY OR LIABILITY TO THE RESTAURANT FOR THE ACTS OR OMISSIONS OF ANY CAPTAIN.

10.3. Indemnity

The Restaurant agrees 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.

10.4. Indirect Damages

Careem will not be liable to the Restaurant for any indirect or consequential losses (including loss of profit, opportunity and goodwill).

10.5. Exclusions from Limitation of Liability

Notwithstanding the foregoing, nothing in this Agreement shall exclude or limit either party’s liability to the other in relation to:

  • death or personal injury caused by negligence or wilful or reckless misconduct of that party;
  • any fraud or fraudulent misrepresentation of that party; and/or
  • any liability which cannot be lawfully excluded by that party.
  1. Choice of Law and Dispute Resolution

11.1. Choice of Law

This Agreement is governed by and construed in accordance with the laws of the jurisdiction in which Careem 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. Arbitration

You agree that any dispute, claim or controversy arising out of or relating to this Agreement or the Enrollment Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Careem Platform or the Restaurant Application or the Services (collectively, “Disputes”) will be settled by binding arbitration between you and Careem, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Careem are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and Careem otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Arbitration” section and the “Arbitration Process and Rules” section will be deemed void. Except as provided in the preceding sentence, this “Arbitration” section and the “Arbitration Process and Rules” section will survive any termination of this Agreement. This “Arbitration” section and the “Arbitration Process and Rules” section applies to all Disputes between you and Careem and/or any of its Affiliates.

11.3. Arbitration Process and Rules.

Any Dispute shall be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules (“ICC Mediation Rules”). If such Dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such ICC Mediation Rules, such Dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Arbitration Rules”). The ICC Rules’ Emergency Arbitrator provisions are excluded. The Dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The place of both mediation and arbitration shall be in the city in which the applicable Affiliate with which you have a Dispute has its registered office. The language of the mediation and/or arbitration shall be English, unless you do not speak English, in which case the mediation and/or arbitration shall be conducted in both English and your native language. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the International Chamber of Commerce, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.

12. AUDIT RIGHT

12.1. The Restaurant will allow Careem and/or any independent auditors or other professional advisers of Careem to access any of the Restaurant’s premises, personnel and relevant records as may be reasonably required in order to: (i) fulfil any legally enforceable request by any regulatory body; (ii) identify suspected fraud; (iii) undertake verification that the Orders are being fulfilled in accordance with this Agreement; or (iv) verify the Restaurant’s compliance with this Agreement.

12.2. Careem shall use its reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Restaurant or delay Orders.

12.3. Subject to the obligations of confidentiality, the Restaurant shall provide Careem (its auditors and other advisers) with all reasonable access and assistance in relation to such audit.

12.4. Careem shall provide at least 5 days notice of its intention to conduct an audit unless such audit is conducted in respect of a suspected fraud, in which event no notice shall be required.

12.5. The Parties will bear their own costs and expenses incurred in respect of compliance with their obligations under this clause, unless the audit identifies a material default by the Restaurant, in which case the Restaurant shall reimburse Careem for all reasonable costs incurred in the course of the audit.

12.6. Should any audit reveal that Careem has been underpaid, any charges shall be written up by a pro rata amount or, where the last payment has been made, the Restaurant shall make a payment of such underpaid amount to Careem’s bank account.

13. Other Provisions

13.1. Upon Expiry or Termination

In the event that this Agreement expires or is terminated for any reason, Restaurant will no longer be entitled to access and/or use the Careem Platform and the Restaurant Application and Restaurant shall return all Confidential Information it has received from Careem hereunder.

13.2. Claims of Copyright Infringement

Claims of copyright infringement should be sent to Careem at info@careem.com

13.3. Notice

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 Agreement. The Restaurant may give notice to Careem by written communication to Careem’s email address at legal@careem.com for any matter and will give 7 calendar days’ written notice with respect to terminating its use of the Careem Platform and the Restaurant Application.

  1. General

14.1. 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.

14.2. 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 or the Restaurant Application. Careem and the Restaurant are and shall remain independent parties. Neither party shall have, or represent itself to have, any authority to bind the other party or act on its behalf.

14.3. 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. The Enrollment Agreement shall constitute an integral part of this Agreement.

14.4. These Terms and Conditions, together with the Enrollment Agreement, constitute 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.

 

 

 

 

SCHEDULE A – DATA PROCESSING ADDENDUM

This Data Processing Addendum forms part of the Agreement and all further agreements executed under it. While fulfilling Orders under the Terms and Conditions, the Restaurant may Process certain Personal Data. Where the Restaurant Processes such Personal Data, the Parties agree to comply with the terms of this Addendum in connection with such Personal Data.

  1. DEFINITIONS

All capitalised terms not defined herein will have the meaning set forth in the Agreement.

“Controller”  Careem as the legal person which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.

“Data Subject” any identified or identifiable natural person from whom Personal Data is collected.

“Personal Data Breach or Breach” any suspected or actual security breach leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored, or otherwise Processed.

“Processor” the Restaurant as the legal person that processes Personal Data on behalf of a Controller.

“Sub-processor” any natural or legal person engaged by the Restaurant only for the performance of Processing under this DPA and as specifically authorised in advance in writing by Careem.

“Third Party(/ies)” any company or entity other than Careem, Restaurant, Data Subjects and persons who, under the direct authority of Careem or Restaurant are authorised to process Personal Data. Sub-processor(s) are not considered as a Third Party.

Third-Party Country: any country, territory or specified sector within that country, outside of the Territory.

  1. STATUS OF THIS AGREEMENT

2.1. This DPA supplements and is incorporated into the Agreement between Careem and Restaurant.

2.2. If there is an inconsistency between any of the provisions of this DPA and the provisions of the Agreement, the provisions of this DPA will prevail as between the parties.

2.3. The consideration for this DPA consists of the mutual obligations and benefits between the parties set out in the provisions below.

  1. COMPLIANCE WITH THE DATA PROTECTION LEGISLATION

3.1. Both parties will comply with all applicable requirements of the Data Protection Legislation.

  1. STATUS OF THE PARTIES

4.1. Careem acts as sole Controller in relation to the Personal Data.

4.2. If Careem requires Restaurant to Process Personal Data, it will transfer the relevant Personal Data to Restaurant who will act as Processor for this purpose.

  1. OBLIGATIONS OF THE PROCESSOR

5.1. The Enrollment Agreement describe the subject matter, duration, nature and purpose of the Processing and the Personal Data types and Data Subject categories.

5.2. Restaurant will:

5.2.1. comply with the Data Protection Legislation in relation to its performance of the Processing, in such a way as to not expose Careem to any violation of the Data Protection Legislation;

5.2.2. process Personal Data as a Processor on behalf of and only in accordance with the written instructions of Careem (which may be specific instructions as set in the Enrollment Agreement or instructions of a general nature and which may be supplemented from time to time by further instructions) and only for the purposes determined by Careem;

5.2.3. promptly comply with any request or instruction from Careem requiring Restaurant to amend, transfer, delete or otherwise process the Personal Data, or to stop, mitigate or remedy any unauthorised processing;

5.2.4. promptly inform Careem if Restaurant cannot provide such compliance for whatever reason, in which case Careem reserves the right to immediately and automatically suspend any Processing;

5.2.5. not modify, amend or alter the contents of the Personal Data unless Restaurant has the prior written consent of Careem;

5.2.6. upon Careem’s request, assist Careem in the fulfilment of Careem’s obligations to provide Data Subjects with any information required by law or by this DPA, to respond to requests and complaints made by the Data Subjects, to put in place appropriate security measures, to notify Personal Data Breaches to the supervisory authority and/or to Data Subjects if required, and to carry out a data protection impact assessment or to prior consult the supervisory authority where required;

5.2.7. notify Careem immediately (and no later than 24 hours) if it receives any complaint, notice or communication that relates directly or indirectly to the Processing of the Personal Data or to either party’s compliance with the Data Protection Legislation;

5.2.8. maintain a record of all categories of Processing activities carried out on behalf of Careem;

5.2.9. notify Careem promptly in writing of any request received directly from a Data Subject and not later than 24 hours after receiving such a request and provide reasonable assistance to Careem in order to respond to such Data Subject request;

5.2.10. promptly inform Careem (if lawful to do so) in writing: (i) if it receives any correspondence or request for information from a supervisory authority in relation to the Personal Data to which this DPA relates; (ii) not later than 24 hours after receiving such a correspondence or request, will provide such reasonable assistance to Careem in order to respond to such supervisory authority; and (iii) provide assistance and co-operation by supporting Careem to carry out any required risk assessments and audits of Restaurant’s Processing operations; and

5.2.11. at the request of Careem, return or delete (unless applicable local law requires storage of the Personal Data) all the Personal Data and any copies thereof which it is Processing, has Processed or has had Processed on behalf of Careem.

  1. SECURITY AND CONFIDENTIALITY MEASURES

6.1 Restaurant will take and implement the appropriate technical and organisational security and confidentiality measures to ensure the security and confidentiality of the Personal Data, and regularly update them, to ensure a level of security appropriate to the risk related the Processing of the Personal Data and to protect such data from any unauthorised or unlawful Processing, accidental loss, alteration, destruction or damage, as may be required or directed by Careem from time to time.

6.2 Restaurant must implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate: (i) pseudonymisation and encryption of Personal Data; (ii) ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; (iii) ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; (iv) process for regularly testing, assessing and evaluating the effectiveness of security measures; and (v) additional requirements communicated by Careem to Restaurant.

6.3 Restaurant will ensure that its authorised persons are properly trained in the Processing of Personal Data and only have access to the Personal Data on a need-to-know basis subject to an obligation of confidentiality. Restaurant will also take steps to ensure that its authorised persons do not process the Personal Data except on instructions from Careem, unless Restaurant is required to do so by Data Protection Legislation.

  1. SUB-PROCESSORS

Restaurant will not disclose or permit the disclosure of Personal Data to any Third Party, and/or will not subcontract the whole or part of the Processing to any Third Party, unless Restaurant has the prior written  consent of Careem. Where Restaurant is authorised by Careem to subcontract the whole or part of the Processing, Restaurant will enter into a contract with the Sub-processor whereby Restaurant will require the Sub-processor to comply with obligations no less onerous than Restaurant obligations under this DPA. In particular, the Sub-processor will provide sufficient guarantees to implement appropriate technical and organizational security and confidentiality measures. Such sub-processing will not release Restaurant from its responsibility for its obligations under this DPA. Restaurant will be responsible for the work and activities of such Sub-processors, and Restaurant will be held liable for the acts and omissions of any Sub-processor(s) to the same extent as if the acts or omissions were performed by Restaurant.

  1. PERSONAL DATA BREACH

8.1 In the event of a Personal Data Breach arising during the Processing of the Personal Data by Restaurant, Restaurant will:

8.1.1 notify Careem in writing about the Personal Data Breach within 24 hours of becoming aware of it, and provide information about: (a) the nature of the Breach including where possible the categories and approximate number of Data Subjects concerned, and the categories and approximate number of Personal Data records concerned; (b) the name and contact details of the data protection officer or other contact point where more information can be obtained; (c) the likely consequences of the Breach; and (d) the measures taken or proposed to be taken to address the Breach including, where appropriate, measures to mitigate its possible adverse effects.

8.1.2 after investigating the causes of such a Personal Data Breach, take such actions as may be necessary or reasonably expected by Careem to minimise the effects of any Breach;

8.1.3 take all actions as may be required by the Data Protection Legislation and more generally provide Careem with reasonable assistance in relation to Careem’s obligations to notify the Breach to the supervisory authority and to the Data Subjects as the case may be;

8.1.4 maintain any records of information relating to the breach, including the results of its own investigations and authorities’ investigations;

8.1.5 cooperate with Careem and take all measures as necessary to prevent future Breaches from occurring.

8.2 Restaurant will not inform any Third Party or Data Subject of any Personal Data Breach without first obtaining Careem’s prior written consent, except when required to do so by law.

8.3 Restaurant agrees that Careem has the sole right to determine: (a) whether to provide notice of the Personal Data Breach to any Data Subjects, supervisory authorities, regulators, law enforcement agencies or others, as required by law or regulation or in Careem’s discretion, including the contents and delivery method of the notice; and (b) whether to offer any type of remedy to affected Data Subjects, including the nature and extent of such remedy.

  1. EVIDENCE AND AUDIT RIGHTS

9.1 Restaurant will provide, upon the request of Careem, all information necessary to demonstrate compliance with the obligations laid down in this DPA.

9.2 Upon reasonable notice to Restaurant, Careem may audit Restaurant’s compliance with its obligations under this DPA and/or the Data Protection Legislation. Restaurant will allow for, contribute to and help Careem (or a third party mandated by Careem) with the aforementioned audit. Restaurant will give Careem (or a third party mandated by Careem) access to its facilities, offices, and any information necessary for Careem to evaluate Restaurant’s compliance.

  1. TERM AND TERMINATION

10.1 This DPA will remain in full force and effect, so long as: (a) the Restaurant is processing Personal Data to provide Services pursuant to the Agreement, or the (b) Restaurant retains any Personal Data relating to the Agreement as provided in the Data Retention Period set in Enrollment Agreement.

10.2 Any provision of this DPA that expressly or by implication should come into or continue in force on or after termination of the Agreement in order to protect Personal Data will remain in full force and effect.

 

 

SCHEDULE B

 

BUSINESS CONDUCT ADDENDUM

 

This Business Conduct Addendum forms part of the Agreement and all further agreements executed under it  and shall apply where Restaurant selects the Self Delivery option

 

1.       BUSINESS CONDUCT CLAUSES

1.1. Compliance Obligation: Restaurant shall take no action that would be in violation of, or would expose Careem to penalty or liability under, the applicable laws, regulations, and guidance (having the force of law) of any country, including but not limited to the United States, the United Kingdom, and any country in which the Restaurant will perform under this Agreement or engage in the transactions contemplated thereunder.

1.2. Anti-Corruption Obligation: During the term of this Agreement, Restaurant: (i) shall comply with all applicable anti-corruption laws, including, but not limited to, the U.S. Foreign Corrupt Practices Act (“FCPA”) and UK Anti-Bribery Act; (ii) shall not directly or indirectly pay, offer, authorize, or promise any fee, commission, material remuneration, or any other thing of value to or for the benefit of any Public Official to corruptly influence an act or decision of such person in his or her official capacity, cause such person to act or fail to act in violation of his or her lawful duty, or cause such person to influence an act or decision of the government, for the purpose of assisting Restaurant to obtain or retain business or gain any improper advantage; and (iii) shall not otherwise engage in conduct that violates applicable anti-corruption laws or exposes Careem to liability under such laws.

For purposes of this agreement, “Public Official” includes all employees of a government department or agency (including part-time workers and unpaid workers), any person “acting in an official capacity,” members of a royal family, political parties, party officials, candidates for political office, employees of public international organizations, officers, employees of public academic institutions and companies under government ownership or control, even if the companies are operated like privately owned corporations, or a close relative of any of the preceding.

1.3. No Public Official: Except as disclosed in the Enrollment Agreement, Restaurant represents and warrants that (i) it is not a Public Official as this term is defined in this Agreement or (ii) has any personal, business relationship, association with a Public Official who is or will be in a position to directly or indirectly affect or influence the award of business or other advantages to Careem.

1.4. Termination Right: Restaurant acknowledges and agrees that Careem may terminate this Agreement at any time if, in its sole discretion, it reasonably believes that Restaurant has committed a violation of law.  Such termination will be with immediate effect, without any obligation to pay any outstanding fees or make any other payment, including any losses incurred by Restaurant as a result of termination under this Clause 1.4.

1.5. Books and Records: Restaurant shall keep accurate and complete records of transactions related to the performance of this Agreement, in accordance with generally accepted accounting principles and applicable laws, including the FCPA. The content of these records should be sufficient to corroborate performance by Third Party or any of its subcontractors or agents in relation to this Agreement.  Restaurant shall make its books and records relating to this Agreement available to Careem from time to time at its request.

1.6. Payment Details: All payments to Restaurant by Careem will be made only after receipt of an invoice referring to the Agreement and setting out details of the services provided and/or products delivered, by transfer to a bank account in Restaurant’s name in the country where the services are to be provided or where Restaurant has established or maintains its principal place of business.

1.7. Report of Unlawful Conduct: In connection with this Agreement or any of the transactions contemplated hereunder, Restaurant shall promptly report to Careem (i) within seven (7) business days of receiving or learning of allegations of any unlawful conduct by Restaurant or by one of its shareholders, directors, officers, employees, subcontractors, or agents; (ii) within one (1) business days of learning of any actual or threatened external investigation by governmental authorities.

1.8. Cooperation in Investigation: Restaurant shall fully and in a timely manner cooperate with any investigation performed by Careem into alleged breaches of this Clause 11, including responding accurately and completely to all inquiries and providing any requested documents. This may include, but is not limited to, providing access to documents and personnel.

1.9. Indemnity: Restaurant shall indemnify and hold harmless Careem (as well as any of its affiliates, directors, officers, or employees) for any and all losses arising or incurred by Careem (as well as any of its affiliates, directors, officers, or employees)  as a result of any breach of this Clause 11 by the Restaurant.

1.10. Damages for Breach: If Careem reasonably believes, and except to the extent that Restaurant proves to the contrary, that the event giving rise to a termination under Clause 11.4 (Termination Right) also constitutes a violation of the U.S. Foreign Corrupt Practices Act or any other applicable anti-corruption law, any payments due to Restaurant under this Agreement shall by automatically terminated and Restaurant shall pay Careem damages valued in the amount of payments previously paid by Careem to Restaurant under the Agreement.

 

 

 

 

 

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