Partnertnc – YupIT

TERMS AND CONDITIONS OF PARTNER ENROLMENT FORM FOR ORDERING SERVICES (“TERMS”)

These Terms form part of the Partner Enrolment Form for Online Ordering Services (“Form”) and constitute a legally binding agreement made between you, whether personally or on behalf of an entity (the “Partner”), and YupiT and its affiliates (collectively, “YupiT”), regarding use of YupiT’s Platform (as defined below) for the provision of YupiT Services (as defined below) by thePartner to the Customers (as defined below).
Definitions

In our agreement, the following words and phrases have the following meanings:
Platform: Our website www.yupit.io (the “Website”), our “YupiT’ and “YupiT Partner” application for mobile and handheld devices (the “App”) are jointly referred to as the “Platform”.

  • Services: YupiT enables transactions between participant partners dealing in food and beverages, and customers. Services means the following services offered by YupiT:

    • Listing of the Menu, offers and the price list

    • Table Booking / Reservations mechanism

    • Order placement mechanism

    • Payment mechanism

  • Customers: The term customer shall mean users who place Orders through the Platform

  • Partners Terms: The terms and conditions that govern the use of YupiT Platform and services available at https://www.yupit.io/partnertnc/

  • Gross Value: The term “Gross Value” shall mean the aggregate of the following as stored in YupiT’s database (a) the items included in each Order as calculated on the basis of the offer price, rates and features of items listed in the menu and (b) GST as applicable

  • Service Fee: Service Fee shall mean the fee for Services provided by YupiT and shall include listing fee and lead generation fee (marketing & promotions).

  • GST: GST shall mean goods and service tax.

  • Transaction Fees: The fees inclusive of all taxes deducted by the payment gateway as applicable thereon at the prevailing rates.

  • Settlement Period: The Settlement Period for Orders Serviced from Sunday to Saturday shall be on or before Thursday of the following week. If the Settlement Period falls on a bank holiday, it shall be deemed to be the following working day.

  • Outlets : Outlet is the venue has extension of any other bars, pubs or Venue with primary venue. This will be displayed as a separate entity in the venue detail page (in customer app).

  • Half hourly offers: This is time based offers, usually run in quiet hours of the venue. Partner will give discount up to 50% in different time slots.

  • Loyalty offers: This is visit based offers. Generally this offer will convert customer into loyal customer for your venue. Partner will provide rewards at the last visit of the customer.

  • General Offers: This offer is for rush hours or busy hours of the day.

  • Delight offers: This offer will be for our loyal customers who has referred your venue to more than 5 customer and they have visited your venue.

  • Vendor app: Vendor app is the business app which will be used by the vendor to communicate the table booking, pick up, dine-in or any other communication with customer app. Vendor action will always require once customer place the order /table booking from the customer app.

1. YupiT’s Obligations:

  • YupiT will (a) list Venue menu and the price list on the Platform; and (b) transfer to the Venue , the amounts received from the Customers in accordance with agreed Terms set out herein.

  • YupiT will display on the Platform, on best effort basis, all necessary information provided by the Partner. However, YupiT is not under any obligation to display any information until the Partner provides all required information and such information is in compliance with YupiT’s policies and guidelines.

  • YupiT will transmit the Orders placed by the Customer with the Partners as per below:

    • Partners having Tablet or YupiT Device with pre-loaded Vendor Application or receiving Orders through a third party point of sale system or YupiT API or a YupiT provided web dashboard, Order transmission on a real time basis; or

    • Partner Device having the Merchant Application.

  • YupiT will redress the Customers and the Partner’s complaints in respect of the functioning of the Platform and/or the Tablet or YupiT Device (as the case may be).

  • For the avoidance of doubt it is hereby expressly clarified that YupiT is only responsible for providing (i) a Platform to the Partner to list, offer and sell the Services to the Customers and/or (ii) Services (if applicable) and that YupiT will not be responsible or liable for (i) the quality of the Services listed and advertised on the Platform; and/or (ii) the processing of the Orders which have been placed by the Customers with the Partner on the Platform; and/or (iii) any delay in preparation of the Order by Partner.
    While providing Services:

    • YupiT shall not be responsible or liable for the Orders or any issues associated therewith unless, Partner has contractually opted for Services from YupiT. Further, where the Partner has opted for Services, YupiT shall only be responsible to tally the number of items ordered against the Order received. Partner acknowledges and agrees that YupiT shall not be responsible for quality or quantity (if the packet of the Order is not tampered with during service) of the Order and the Partner shall be solely responsible for the quality and quantity of the Order.

  • Partner acknowledges and agrees that YupiT is a mere facilitator in relation to the Services whereby YupiT facilitates services.

  • YupiT shall provide the Partner with a Vendor dashboard in the event the Partner has a designated device to access such web dashboard, high-speed internet connection.

Partner’s Terms:

  • Partner will not discriminate while providing Services to Customers and in servicing Orders received from Customer ordering via the Platform. Partner will not provide any preferential treatment to customers ordering independently from the Partner, or via other service providers (i.e customers ordering without using the Platform).

  • Partner shall ensure that all mandatory information pertaining to taxes, levies, and charges applicable on the Order(s) are clearly visible to the Customers on their invoice as per the applicable laws.

  • Partner will ensure that the Information provided to YupiT is current and accurate, including but not limited to the Venue Partner name, address, contact telephone number, email, manager/contact person details, delivery times, opening hours, menus, price lists, taxes, service addresses, and other relevant information.

  • Partner shall process and execute the Order(s) promptly.

  • Partner shall inform YupiT about any change or modification made to the Order by the Customer, directly with the Partner.

  • Partner shall ensure that when a Customer pays online for an Order and the Venue Partner is undertaking logistics, the Partner or its representative collects a signed receipt from the Customer upon delivery of the Order. In the event of a dispute in respect of whether the Partner is entitled to a payment by YupiT in accordance with these Terms, YupiT will not be required to make any such payment unless the Venue Partner provides YupiT with a copy of the signed receipt.

  • The Partner warrants that the food and beverages provided to Customers under the Venue Services are:

    • of high quality and fit for human consumption;

  • Where the Partner avails any Optional Services, thePartner will additionally be liable to abide with the terms and conditions of such Optional Services or any other terms and conditions pertaining to the Optional Services, communicated by YupiT from time to time.

  • Contact a Customer if an Order cannot be processed as requested or to clarify the details of an Order, if required, post confirmation of the Order.

  • To promptly redress the Customer complaints which have been referred by YupiT to the Partner in respect of the (a) quality, quantity and/or taste of the food and beverage; (b) failure on part of the Partner to comply with the special requests / instructions of the Customers where such requests and/or instructions have been clearly communicated by the Customer at the time of the placement of Order.

  • The Partner shall remove any/all menu items unavailable with the Partner.

  • The Partner acknowledges and agrees that it will be solely responsible for delivering the Services to the Customers for Orders placed by the Customers with the Partner on the Platform.

  • For the avoidance of doubt it is hereby expressly clarified that YupiT is not responsible or liable to the Customer for the (a) quality of the Venue Service advertised on the Platform; and/or (b) processing; (c) delivery of the Orders (unless Services are provided by YupiT) that have been placed by the Customers with the Partner through the Platform; and (d) misconduct / illegal activity of the Personnel. The Partner acknowledges and agrees that it will be solely responsible and liable to the Customer for the (a) quality of the Venue Service listed and advertised on the Platform; and/or (b) processing of the Order and (c) timely delivery of the Orders.

  • The Partner shall ensure that the Order(s) are (a) in accordance with Order placed by the Customer; and (b) appropriately packed and adequately fastened to avoid any spillage during the transportation. Partner understands that the Order will be in transit for the period of delivery from the Venue to the Customer and the Venue Partner shall ensure that this is taken into consideration while accepting and preparing the same.

  • The Partner shall ensure that the Order(s) are (a) in accordance with Order placed by the Customer and (b) appropriately packed and adequately fastened to avoid any spillage during the transportation. The Partner shall ensure that this is taken into consideration while accepting and preparing the same.

  • Partner shall address and resolve all Customer complaints received by YupiT relating to the efficacy, quality or any other issues relating to the Venue Services expeditiously within timelines prescribed.

  • Partner acknowledges and agrees that it shall not make any independent calls to the Customer and asks 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.

  • Partner except required for the fulfillment of Order shall not use the Customer data for sending any unsolicited marketing message, announcements.

  • Partner shall not engage in any fraudulent activity or misuse any benefits extended by YupiT to Customers and shall be liable to YupiT in the event YupiT becomes aware of any fraudulent activity undertaken by the Partner.

  • Partner shall not charge any Payment Mechanism Fee charges from Customers on Orders where YupiT provides Logistics Service for and on behalf of the Partner.

  • Partner shall ensure to update the Vendor Application as and when the latest version of the application is available.

  • Partner acknowledges and agrees that any asset, such as POS machines/ credit card/debit card swipe machines, bags etc., provided by it to the Personnel, whether with or without the consent of YupiT, shall be at its sole risk.

YupiT SERVICES

YupiT is next generation customer experience app which is providing at the venue, pick up and table booking services to their customers. Vendor will be notified via vendor app for such services. Please read below for the description.

TABLE BOOKING

YupiT provides free table booking to customers from vendors. Half hourly based offers will be available only through table booking. Vendor will provide half hourly time slots to book a table in advance. Customer can send a request through table booking. Vendor will accept via vendor app and sends confirmation for acceptance/rejection of the table booking. It is vendor’s responsibility to send confirmation to the customer for the table booking. Vendor will be responsible for checking the availability of the tables at the venue.

DINE-IN

YupiT will bring customers into the venue and enable them to place orders. YupiT will check the latitude and longitude of the customer against the latitude and longitude of the venue. If customer’s current latitude and longitude are not matching with vendor then it will not allow the customer to place the order via Dine-in.

YupiT can ask for feedback from the customers about the service they have received at the venue. While using any YupiT services if food items are not available the vendor can choose not to display them.

It is vendor’s responsibility to stay accurate in the menu on YupiT side as well. Any misunderstanding or menu related issue will be considered as mutual understanding between customer and partner.

YUPIT will have to pay stripe charges in case of any cancelation of the order. If more cancellations are happening via Vendor then policy can be revised for the cancellation charges for vendor.

PICK-UP

Customer can schedule pick up services at the venue via YupiT customer app. Vendor will be notified on vendor app for such services. Vendor will send confirmation to the customer for such services and YupiT will send reminder an hour prior for the pickup time. YupiT will have to pay stripe charges in case of any cancellation of the order.

LOYALTY PROGRAM

YupiT has developed loyalty program system to encourage the customers to use the app. Customer will receive points on each order. These points will be given by YUPIT and customer can manage the points through YUPIT customer app. Vendor can assign some extra points towards the food items according to the price of food item. This will attract customers to order the particular items and earn more points and rewards.

CUSTOMER PAYMENTS

YupiT Services currently allows a Customer to pay for a Customer Order via debit card / gift card/ loyalty points. When the Customer Order is paid via debit card/credit card , the full purchase price for such Customer Order, including sales and any other applicable taxes, plus a YupiT Order Fee, shall be collected by YupiT, processed by YupiT’s third-party payment process (i.e., Stripe.com) and then net payment is paid to Venue (i.e., after Stripe.com’s debit card/credit card processing fees have been deducted and goods and service taxes).

Venue acknowledges and accepts all payment Terms and YupiT will not be liable for any damages of any type that may be caused to Venue due to delays for any reason in debit card transaction processing, and Venue hereby waives any claim against YupiT for any such damages, and agrees to hold YupiT harmless for any such damages.

RATINGS AND REVIEWS

The customer app may allow customers to rate and post reviews of your venues and other businesses (each a “Rating” or “Review”). Such Ratings and Reviews are subject to the customers’ standards of conduct. You represent and warrant that you are the owner of and/or otherwise have the right to provide all information, comments, reviews, ratings and/or other materials and/or content that you submit, post and/or otherwise transmit through the customer App.

Ratings and Reviews are not endorsed by YUPIT, and do not represent the views of YUPIT or of any affiliate or partner of YUPIT. YUPIT does not assume liability for Ratings and Reviews or for any claims, liabilities or losses resulting from any Ratings and Reviews.

We strive to maintain a high level of integrity with our Ratings and Reviews, therefore, all Ratings and Reviews must comply with the following criteria: (1) before posting a Rating or Review, customer must have had first-hand experience with the Venue; (2) reviews and upload images will come into vendor panel for the approval before they post and visual on the customer app.

Any Rating and/or Review that we determine, in our sole discretion, could diminish the integrity of the Ratings and Reviews, the Materials and/or the customer App may be removed or excluded by us without notice. YUPIT and its officers, directors, employees, parents, subsidiaries, affiliates, successors, assigns, licensors, licensees, designees, business partners, contractors, agents and representatives (collectively, the “Released Parties”) will not be responsible for, and you hereby expressly release the Released Parties from, any and all liability for the action of any and all third parties with respect to your Ratings and Reviews.

YUPIT CONTENT

Excluding the Marketing Materials, all of the content included in the YupiT Services (including without limitation, all source code, databases, functionality, software, designs, audio, video, text, photographs and graphics, for the YupiT vendor App, including the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to YupiT, and are subject to copyright and other intellectual property rights under Australia and foreign laws and international conventions.

All YupiT graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, common law trademarks, and/or trade dress of YupiT in the Australia and/or other countries. YupiT ’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of YupiT.

CUSTOMER DATA

“Customer Data” means any and all identifiable information about customers generated or collected by YupiT or Venue, including, but not limited to, customers’ name, email addresses, phone numbers; and Venue agrees that Venue will use the Customer Data only in fulfilling the applicable Customer Order and/or in complying with Venue’s obligations in this Agreement, and Venue agrees that Customer Data will not be used to enhance any file or list of Venue or any third party.

Venue agrees that it will not copy or otherwise reproduce any Customer Data other than for the purpose of fulfilling the applicable Customer Order. Venue represents, warrants, and covenants that it will not resell, broker or otherwise disclose any Customer Data to any third party, in whole or in part, for any purpose whatsoever.

Venue (and any other persons to whom Venue provides any Customer Data) will implement and comply with then-current, commercially reasonable security measures in protecting, handling, and securing the Customer Data. If any Customer Data is collected by Venue (or otherwise on its behalf), Venue shall ensure that it (and any applicable third parties) adopts, posts, and processes the Customer Data in conformity with an appropriate and customary privacy policy.

For purposes of this Agreement, the restrictions set forth herein on Venue’s use of Customer Data do not apply to:

(a) data from any customer who was a customer of Venue prior to Venue using the YupiT App and YupiT Website or the YupiT Services, but only with respect to data that was so previously provided to Venue by such customer; or

(b) data supplied by a customer directly to Venue who becomes a customer of Venue and who explicitly opts in to receive communications from Venue for the purposes for which such Customer Data will be used by Venue; and, provided in all cases, that Venue handles and uses such Customer Data in compliance with applicable Laws and Venue’s posted privacy policy.

SUPPORT

Dedicated resource will be given to you for further communication. This resource will be the first point of contact for any type of query or concern. You will be contacted for taking details of offers and further plans and growth of your business. You can always reach out at support@YupiT.io for your query or concern.

Your query about billing, vendor app, offers or any other issues should be resolved by the resource

INTERRUPTION OF SERVICES

YupiT shall not be liable for any stoppage of, failure to furnish, or interruption in furnishing any of the YupiT Services when such failure is caused by accident, breakage, repairs, strikes, lockouts, labor disputes, labor disturbances, governmental regulation, civil disturbances, acts of war, moratorium or other governmental action, or any other cause beyond YupiT ’s reasonable control, and, in such event, Venue shall not be entitled to any damages nor shall any failure or interruption abate or suspend Venue’s duties and obligations under this Agreement.

Further, YupiT has the right, in its sole and absolute discretion, to temporarily pause the provision to Venue of the YupiT Services for routine maintenance, repairs, and/or upgrades to the YupiT services, and YupiT will likewise shall not be liable for, and Venue shall not be entitled to, any damages nor shall any temporary pause in the YupiT Service abate or suspend Venue’s duties and obligations under this Agreement.

TERM AND TERMINATION

This Agreement is effective upon Venue’s initial Registration Process and will remain in full force and effect for so long as Venue is included on the YupiT Services.

Either YupiT or Venue may terminate this Agreement any time, for any reason, by providing ten (30) days written notice to the other. Neither party shall have any liability to the other party for damages suffered by a party as the result of any such termination.

YupiT will, as soon as practicable following such termination (or notice thereof, if terminated by Venue), remove Venue from inclusion in the YupiT Services and the YupiT App and YupiT Website.

DISPUTES

If there is a dispute between Venue and a Customer, Venue understands and agrees that YupiT is not a party thereto and is under no obligation with respect thereto, and Venue, to the fullest extent permitted by law, hereby releases YupiT and its affiliates, and each of their respective officers, directors, employees, service providers, affiliates, agents, and successors from, and agrees to indemnify each of the foregoing for any losses incurred in connection with, any and all claims, demands and damages (actual and consequential) of any/every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the YupiT Services.

CONFIDENTIALITY

A. Venue acknowledges that it may have access to YupiT’s confidential and proprietary information. Such confidential information may include, without limitation:

  • Business and financial information,

  • Business methods and practices,

  • Technologies and technological strategies,

  • Marketing strategies and

  • Other

Such information as YupiT may designate as confidential (“Confidential Information”). Venue agrees to not disclose to any other person (unless required by law) or use for personal gain any Confidential Information at any time during or after the term of this Agreement, unless YupiT grants express, written consent of such a disclosure.

In addition, Venue will use his/her best efforts to prevent any such disclosure. Confidential information will not include information that is in the public domain, unless such information falls into public domain through Venue’s unauthorized actions.

The parties agree that any breach of the CONFIDENTIALITY provisions of this Agreement by Venue would cause substantial and irreparable harm to YupiT for which YupiT would have no adequate remedy at law and for which an award of monetary damages would be wholly inadequate.

In the event of any such breach or threatened breach, YupiT shall have the right, notwithstanding the arbitration provision in this Agreement to an injunction, specific performance, and/or other equitable relief, in addition to any other legal rights or remedies which it may have available, and Venue shall be responsible for YupiT’s costs and expenses, including, without limitation, reasonable attorneys’ fees and court costs, incurred in enforcing any of the covenants of this Agreement.

DISCLAIMERS TO THE FULLEST EXTENT PERMITTED BY LAW, YupiT AND ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE YUPIT SERVICES AND ANY USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YUPIT MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE YUPIT SERVICES’ CONTENT OR THE CONTENT OF ANY OTHER APP(S) AND WEBSITE(S) LINKED TO THE YUPIT SERVICES, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY

(A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS,

(B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM VENUE’S ACCESS TO AND USE OF THE YUPIT SERVICES,

(C) ANY UNAUTHORIZED ACCESS TO OR USE OF YUPIT ’S SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN,

(D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE YUPIT SERVICES OR OTHERWISE WITH RESPECT TO THE YUPIT SERVICES,

(E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE YUPIT SERVICES BY ANY THIRD PARTY, AND/OR

(F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE YUPIT SERVICES.

MODIFICATIONS

YupiT may modify this Agreement from time to time, and will so notify Venue of any such changes by email.

Such changes will

  • be reflected on the YupiT Vendor App and YupiT Website, at www.YupiT .io/termsconditions.html

  • be effective three (3) calendar days after YupiT sends email notification to Venue

  • not apply retroactively, and

  • not apply to any disputes arising prior to the effective date of such change. Venue agrees to be bound to any such changes and understands the importance of

    • regularly reviewing this Agreement as updated on the YupiT vendor App, and

    • keeping Venue’s contact information, as contained in Venue’s account details, current. Notwithstanding anything to the contrary herein, YupiT reserves the right to, at any time and from time to time, change, alter, modify, suspend, discontinue, or otherwise amend, temporarily or permanently, the YupiT App and YupiT Website and the YupiT Services (or any part thereof) with or without notice. Venue agrees that YupiT shall have no liability to Venue or to any third party for any change, alteration, modification, suspension, discontinuance, or amendment of the YupiT App and YupiT Website or the YupiT Services.

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