APPENDIX AGREEMENT

mukiialice64
Agreements
May 23, 2023

APPENDIX AGREEMENT

No: ………………………………….

On …/…/2021, This Appendix is an integral part of the E-Commerce service provision agreement No: ……………………….. and Cooperation Agreement no: …………………. dated on …./…./2021 between SAVYU VIETNAM LIMITED (hereinafter referred to as PARTY A) and …………………………. (hereinafter referred to as PARTY B).The two parties entered into this agreement in consideration that:

  1. The Service

Party A provides an online Service called Savyu Delivery for Party B to use, and sell their goods on Party A’s mobile application. Party A’s users can place delivery orders for Party B’s goods listed on Savyu mobile application.

  • Costs
  •  Party B has agreed to use Party A’s service. In return, Party B agrees to pay Party A a commission on each Delivery order.
  •  The commission is set at 4% (VAT not included) of the subtotal of the order for the first 3 months. After the 3 (three) months, the commission will be 8% (VAT not included) per successful order. The Subtotal is the total value of the goods prepared by Party B for the customer.
  •  Party B commits to reward a minimum 10% of the order’s price to customers in Savyu Dollars. The rewards given from delivery orders will be debited from Party B’s MCA[pc1] .
  •  Party A will automate detailed records of all activity so that Party B may inspect their own financial history at any time.
  •  The commission will be deducted from Party B’s MCA.
  • Online Payments
  • Party A does not allow physical payment methods like cash on delivery. Accordingly, all payments will be digital via Credit Card, ATM Card, MoMo e-wallet and Savyu Dollars Rewards.
  •  Party A will collect the online payments on behalf of Party B and keep record of this.
  • Party B’s prices on Party A’s mobile Application shall not be higher than Party B’s prices on his menu or his prices on other apps.
  •  In case of issues such as a customer complaining about not receiving his order or receiving his order with wrong or missing items, Party A will reach out to Party B to understand the situation. If Party B is considered responsible, Party A holds the right to withdraw money from Party B’s MCA in order to refund the customer immediately.
  • Party B acknowledges that Party A’s delivery partner will charge Party A extra fees if the delivery partner’s shippers have to wait more than 15 minutes to receive the orders from Party B. Accordingly, Party B shall bear sole responsibility to settle all amount charged on Party A following Party B’s delay.
  • Duration
  •  This appendix contract shall last for an open-ended period of time starting from the date signed.
  •  The Agreement can be terminated by either Party by notifying the other party in writing.
  •  In the event that the commission or any other details in this appendix contract change, Party A is responsible for notifying Party B of the changes and amending this appendix contract.
  • Party A’s Roles, Responsibilities and Declaration of Services
  •  Customers place orders on the mobile application of Party A. Party A then forwards the orders to Party B. Party A’s service will offer the tools and necessary information for Party B to complete orders successfully.
  •  Party A is responsible for offering Party B a transparent breakdown of all financial records to view. Party B may view or print these records at their convenience. Party A suggests that Party B keeps their own records for verification.
  •  Party A will not be involved in Party B’s business dealings other than transferring orders placed by Customers and necessary actions required for Customer support, normal business functioning and financial handlings. Party A will use best judgment and only intervene with Party B and the Customer to enhance the cohesion of business trade. If complications of any sort arise that Party B fails to solve in an urgent and reasonable matter, Party A may intervene to find a solution that works best for all parties.
  •  Party A is not responsible for preparing and delivering food, beverage or other services ordered from Party B.
  •  Party A will be available to support during operating hours. Operating hours of Party A are subject to change at any time.
  •  Party A has the right to alter roles, responsibilities and declared services as initially offered to Party B at any time.
  • For situations between Party B and Customers that which a reasonable outcome cannot be agreed upon, Party A will use best judgment and have the final decision in the situation.
  •  Party A has the responsibility to offer Customers with a fast, fair, safe and quality service, therefore, Party A reserves the right to refuse service to any Party who does not meet the agreed upon Terms of Service posted on the Savyu Delivery.
  • Party B’s Roles, Responsibilities and Declaration of Services
  •  Party B will have a valid business license and corresponding food safety ‘giay thuc pham’ certificates required to operate a business in Hồ Chí Minh City, Vietnam.
  •  Party B will follow standard food & beverage safety and hygiene practices and prepare products that are safe for human consumption and non-harmful.
  •  Party B is responsible to provide Customers with products and services of reasonable standard and will meet expectations that are set by Party A’s published Terms of Service.
  •  Party B is exclusively responsible for the products served or delivered to Customers on Party A’s mobile application. Party B will make every effort to complete orders for products and services offered in a reasonable time frame. If the goods are likely to be delivered after the quoted delivery time, Party B must contact the Customer to notify them of the late delivery.
  •  Party B will receive delivery orders during their opening time. Each order will be notified by a push notification and a sound on Party A’s Merchant App. Once an order is received, Party B is required to open its Merchant App and check the order. From the reception, Party B has 5 minutes to decide if he accepts the order or not. By default, the order is accepted but there is a cancellation button that Party B can click on within 5 minutes. After 5 minutes, an order can no longer be cancelled manually by Party B. If there is any problem, Party B can contact Party A support team to find a solution.
  •  Party A will set operating hours for Party B. Party B has to be available during this time to complete orders forwarded by Party A. If Party B is not available during their set operating hours or must cancel an order after the order has been made, Party B may be responsible to pay the lost commission from the cancelled order to Party A.
  • During Party B’s operating hours, Party B is responsible for ensuring that all its products listed on Savyu Delivery are in stock. If during the day, some product gets sold out, Party B has to inform immediately Party A and request for updating their menu on Savyu App.
  •  Party B is responsible for solving complications with Customer orders in a reasonable and logical manner. If Party B is at fault for an undesirable circumstance, Party B is responsible for reaching an agreement with the Customer which may include replacing the mistaken product with an equal valued product. In the event that a situation cannot be remedied successfully, Party B is required to report this issue to Party A via Support Chat. Party A will intervene only when considered to be necessary.
  •  In the event that Party B has an unreasonable Customer, or if a Customer tries to abuse Party B in any way, Party B is required to report this issue to Party A so that Party A can assist in the solution. Party A will only intervene when considered to be necessary.
  •  Under normal circumstances, Party B will make every effort to ensure orders are delivered within 1 hour.
  •  For each order, a driver from a 3rd party delivery service will be appointed for Party B. Party B will receive the contact information of the appointed driver. Party B will be able to contact the driver directly through the Savyu App. If an appointed Driver cancels the order, another Driver will be appointed by the 3rd party delivery service.
  •  When the order is ready, Party B will hand it over to the correct driver indicated on Savyu App with his name and bike plate number. After handing over the order, Party B will have to click on the button “Give order to driver” that will indicate the transfer of possession.
  •  Party B has the responsibility to support the driver to find Party B location if required by the driver.
  •  Because of some extreme conditions such as heavy rain, it may happen that one order couldn’t be picked up by a driver. In that case, Party B can contact Party A support team to find a solution.
  •  Information published by Party B on the service of Party A will be truthful and accurate. All photos of goods published by Party B must be authentic with their actual size and quantity or pieces.
  •  The representations and warranties made by Party B in this Section 6 are continuous in nature and will be deemed to have been given by Party B  at the execution of this Agreement and each stage of performance of this Agreement. If Party B fails to comply with Roles, Responsibilities and Declared Services in this Article 6, Party B’s account may be suspended at any time.
  •  Party B will set prices on Party A’s service within 10% of Party B’s in house dining menu. VAT must be added to the price displayed on Party A’s Service.
  •  Under normal circumstances, Party B will use Savyu Delivery Support Chat for support and other inquiries.
  •  Party B will maintain, at its expense, commercial general, umbrella and/or excess liability in the aggregate covering liabilities caused by or occurring in connection with this Agreement or Party B’s business (including without limitation, product, completed operations, and all injuries), or as otherwise required by Party A from time to time. All such policies will be occurrence based, will include Party A as an additional insured, and will contain a waiver of subrogation.
  • Partners who do not provide adequate Customer Service and Order Completion

In the event that Party B does not follow through with order notifications, does not confirm orders within a reasonable amount of time, and cancels orders on multiple occasions, Savyu Delivery reserves the right to temporarily or permanently terminate service altogether.

  • Delivery Fees

Delivery fees are set up using the API of a 3rd Party Delivery service. A small fee may be added to the customer bill in the form of ‘applicable fees’ at the discretion of Party A.

  • Notifications and Usability

Party B is responsible to know and understand the basic functioning of, and how to navigate the features of the online platform, especially managing orders. Notifications will be sent by Party A with important information needed for normal functionality. Party B is expected to read notifications, train their team, and stay aware about the new information provided by Party A. Upon checking the ‘Received Notification’ button, Party B acknowledges that they have read and completely understand the information and/or can successfully use any feature on the platform. If Party B is unclear about any information or the functionality of Party A’s mobile application, functionality or use of features, Party B is responsible to contact Party A for support during regular business hours to receive training or information needed for successful use.

  1. Agreed mutual basic guidelines
  1.  All Parties will interact in a professional and reasonable nature, will follow standard operating procedures and will make every effort to complete declared services agreed upon in the contract. Offensive language, intimidation and insults of any kind are strictly prohibited and Party A has the right to deny any Party access to the Service at any time for any reason.
  1.  All Parties must be aware that logistics of making deliveries is complicated by nature and that all Parties should make every effort to provide quality Customer service and complete contractual agreements.
  1.  If weather conditions are unsafe for completing deliveries, all Parties are encouraged to use their best judgment and consider health and safety precautions as a priority in their decision making process.
  1. Limitation of Liability.
  1.  Party B shall use Party B’s Platform at its own risk.
  1.  THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION THEREIN. PARTY A AND/OR ITS AFFILIATES MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME 
  1.  NEITHER PARTY A NOR ITS AGENTS, DIRECTORS, SHAREHOLDERS, MEMBERS, PARTNERS, MANAGERS, OFFICERS, EMPLOYEES, INFORMATION PROVIDERS, ATTORNEYS, OR AFFILIATES SHALL HAVE ANY LIABILITY WITH RESPECT TO, AND PARTY B HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE ANY OF THEM UPON, ANY CLAIM FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES SUFFERED OR INCURRED BY PARTY B IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT OR PARTY B’S USE OF ANY OF PARTY A’S SERVICES EVEN IF PARTY A HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF PARTY B IS DISSATISFIED WITH THE PLATFORM OR SERVICES, OR ANY CONTENT CONTAINED THEREIN, PARTY B’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM AND SERVICES. AS USED HEREIN.
  1.  THIS LIMITATION APPLIES TO THE EXTENT PERMITTED BY LAW
  1.  Party B agrees to indemnify, defend and hold harmless Party A, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of Party B’s use of or inability to use the Site or services, any of Party B’s, violation of any terms of this Agreement or its violation of any rights of a third party, or its violation of any applicable laws, rules or regulations. Party A reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Party B, in which event Party B will fully cooperate with Party A in asserting any available defenses.
  1. Disclaimer of Warranty/Guarantee.

ALL INFORMATION IN THE PLATFORM IS PROVIDED “AS IS”, WITH NO GUARANTEE OF COMPLETENESS, ACCURACY, TIMELINESS, OR OF THE RESULTS OBTAINED FROM THE USE OF THIS INFORMATION, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF PERFORMANCE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

  1. Other Services

Party A may offer marketing opportunities and other services to Party B.

  1. Survival

Any obligations of the Parties relating to limitations on liability, confidentiality and indemnification, as well as any other obligations under this Agreement that by their nature are intended to survive, including any payment or obligation to customers in connection with the sale of products hereunder, will survive termination of this Agreement.

  1. Entirety.

These terms in this Agreement represent the entire Agreement between the two parties and supersede any previous written or oral agreement.

  1. Governing Law.

This Agreement and any dispute or claim arising out of or in connection with its subject matter or formation shall be governed by and construed in accordance with the law of [ENTER STATE].

  1. Effective Date.

This Appendix will take effect from …/…/2021, and be an inseparable part of the Merchant Agreement.

  1. Copies.

This appendix is made into 2 copies into bilingual: English and Vietnameses, each party keeps 1 copy that affects from the signed date. However,the preferred language for dispute resolution is Vietnamese.

In Witness Whereof, this Agreement is duly executed by the duly authorized representatives of the parties as set forth below:

_____________________________                     ______            ___________________________

                                                               Party A’s Signature                                                                                                                                                                                                                                                   Date

_______________________________                    ____             ___________________________

                                                                         Party B’s                                                                                                                                                                                                                      Signature                                                                                                                                                                            Date

 

 [pc1]It is not clear what MCA means. 

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