LOGISTIC PROVIDER As stated on The Oven Market LLC application
The Oven Market Portal LLC
Address: 1307, Fifty One Tower, Business Bay, Dubai
License Number: 892405
i. TOM is a technology company which provides a platform for users to obtain services provided by third party providers. TOM’s role is merely to link the user with such third party provider. TOM is not responsible for the acts and/or omissions of any third party provider, and any liability in relation to such services shall be borne by the third party provider. Third party providers shall not represent to be an agent, employee or staff of TOM and the solutions provided by third party providers shall not be deemed to be provided by TOM.
ii. Logistics Provider is a legally licensed and insured, independent provider of delivery services. Logistic Provider is in lawful possession of and legally permitted to operate all equipment, including, but not limited to, wireless smartphone and vehicle and/or motorcycle, necessary to meet general industry standards and consumer expectations of completing delivery opportunities in the most efficient method.
2. DELIVERY SERVICES Logistic Provider will have the opportunity to provide delivery services from suppliers to consumers using the TOM’s platform (the “Services”). Depending on the nature of the delivery and the requirements of TOM and/or consumers and suppliers, such Services may be carried out by means of any combination of (a) foot travel, (b) use of motorcycle (c) use of vehicle, or (d) use personal mobile device, tablet, or computer.
3. PAYMENT FOR SERVICES As consideration for the Services to be provided by Logistics Provider and other obligations, TOM shall pay to the Logistics Provider an amount either mutually negotiated between the parties. Compensation Rate is based on individual delivery opportunities accepted and completed by Logistic Provider. Compensation Rate may differ in amount accounting for variables of individual delivery opportunities. These variables may include time and distance required to complete the Service, historical performance of supplier, amount of delivery opportunities available to Logistic Provider to accept, and consumer payment behavior. TOM will credit the Logistic Provider’s bank account covering the fees for completed deliveries which is 12aed per delivered order on a weekly basis.
4. EXPENSES Logistic Provider shall not be authorized to incur on behalf of TOM any expenses and will be responsible for all expenses incurred while performing the Services, including without limitation gasoline, insurance coverage and maintenance for vehicle and/or motorcycle, cellular device and data costs, unless otherwise agreed to in writing by TOM.
5. TERM AND TERMINATION
i. This agreement is effective on the date executed by the Logistic Provider and until terminated by the parties.
ii. Either party may terminate this Agreement by providing thirty days written notice to the other party. Logistic Provider shall indemnify TOM for losses, damages and associated costs should Logistic Provider terminates this Agreement without thirty day notice period. Logistic Provider shall be responsible for the cost of another logistic provider for the unserved notice period.
6. INDEPENDENT CONTRACTOR
i. Logistic Provider’s relationship with TOM will be that of an independent contractor and not that of an employee.
ii. Logistic Provider shall be solely responsible for determining the method, details and means of performing the Services. Logistic Provider agrees that all legal requirements necessary to perform the Services of this Agreement are met and will be maintained as required by law. Logistic Provider is not required to personally complete Services and both parties agree that Logistic Provider can engage with subcontractors or personnel to complete some or all aspects of Services.
iii. Use of subcontractors, employees, personnel or other representatives of Logistic Provider and in the manner that the subcontractors, employees, personnel or other representatives are utilized is solely up to Logistic Provider at Logistic Provider’s own risk and expense. Logistic Provider shall be responsible for direction and control of any subcontractors, employees, personnel or other representatives it chooses to utilize in the performance and fulfillment of Services.
iv. Logistic Provider is fully and solely responsible for the performance and expenses of its business, including the method of sharing delivery opportunities with subcontractors, employees, personnel or other representatives, compliance with laws and other requirements by governing and insuring authorities relating to the legality and competency of any subcontractors, employees, personnel or other representatives performing services on behalf of Logistic Provider under this Agreement. This includes meeting and maintaining equipment standards as required by this Agreement as well as any criminal and/or motor vehicle record verifications. Logistic Provider understands that subcontractors, employees, personnel or other representatives are working on behalf of Logistic Provider, and any material breaches of this Agreement by said subcontractors, employees, personnel or other representatives performing services on behalf of Logistic Provider will be treated as if Logistic Provider was personally performing the Services and follow the notification and/or termination of Agreement for cause standards agreed to within this Agreement.
v. Logistic Provider acknowledges and agrees that it has no authority to enter into contracts that bind TOM or create obligations on the part of TOM without the prior written authorization of TOM.
vi. Both parties agree that while Logistic Provider is an independent provider of delivery services, there are certain standards that are the norm within the delivery services industry. These norms include, but may not be limited to Logistic Provider’s interaction with consumers and suppliers, safe handling of food and non-food items requested by consumer through the platform, privacy of consumer information, interaction with TOM’s support representatives, fulfilling requested and/or accepted delivery opportunities and delivery opportunity periods, responsiveness to TOM support personnel regarding accepted delivery opportunities and delivery opportunity periods, and completing accepted delivery opportunities in the most efficient manner.
vii. Both parties agree that while Logistic Provider is an independent provider of delivery services, the Logistic Provider is performing Services on behalf of the consumer, therefore the consumer has the right to hold Logistic Provider providing Services responsible for certain norms surrounding the Services being provided. These norms include, but may not be limited to Logistic Provider providing Services in a timely (shortest method available), safe and professional manner consistent with general industry standard, Logistic Provider attempting to provide the Services as close to “door to door” as possible taking into consideration logistical and legal limitations, or providing Services from supplier to a mutually agreed upon location with the consumer, food and/or non-food items are delivered to consumer representative of the condition provided by the supplier, food and/or non-food items are representative of the order the consumer placed with the supplier on the TOM platform, and consumer’s personal information and property are respected by Logistic Provider during and after Services are provided.
i. Each party shall keep confidential and shall not disclose to any person or use directly or indirectly for its own or any other person’s benefit (other than for the due performance by it of its obligations under this Agreement), any Confidential Information disclosed, made available or otherwise provided to the receiving party by or on behalf of the disclosing party. This clause shall not apply to any Confidential Information which at the time it is disclosed, made available or otherwise provided by the disclosing party, is in the public domain and shall cease to apply to any information which subsequently becomes publicly available otherwise than as a consequence of any breach by the receiving party.
ii. The receiving party may disclose Confidential Information to:
a. its directors and employees to the extent that their duties will require them to have access to such Confidential Information, provided that the Receiving Party shall instruct such directors and employees to treat such Confidential Information as confidential and not use such Confidential Information for any purpose other than the proper discharge by them of their duties; and
b. its external auditors, lawyers and professional advisers, and the Receiving Party shall ensure that the persons to whom such disclosure is made are contractually bound by the provisions of this clause by the incorporation of corresponding provisions of confidentiality in their employment and other applicable contracts.
iii. These confidentiality obligations shall endure, even after the expiry or termination of this Agreement, with limit 3 (three) months after the expiry of this Agreement and/or until the Confidential Information enters the public domain.
8. FORCE MAJEURE
i. Both parties are released from responsibility to all obligations and delay of work as consequence of Force Majeure. Force Majeure is defined as any extraordinary circumstances which is an unforeseeable, inevitable event and/or beyond reasonable control of the parties including but not limited to epidemic or pandemic (except the epidemic/pandemic of Corona Virus Disease 2019 (Covid-19), natural disaster, war, rebellion, aggression, sabotage, riot of mass, and existence of governmental regulations in monetary affairs which directly influence performance of this Agreement.
ii. If one of the party has delayed or prevented from performing its obligations hereunder as a result of an event of Force Majeure, it shall promptly notify the other party in writing as soon as possible after the occurrence of such an event of Force Majeure.
iii. If the Party, who is suffering, does not or neglects to notify the other party hence all lost, risks and consequences which may arise shall be the burden and responsibility of the party who suffered from such Force Majeure.
iv. If the event of Force Majeure continues for a period exceeding 60 (sixty days) calendar days and both parties had negotiated in good faith and did not settle on a suitable resolution, then either party shall be entitled to terminate this Agreement by written notice to the other party hereto.
9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF LOGISTIC PROVIDER
i. If performing any portion of the Services via use of vehicle or motorcycle, Logistic Provider represents and warrants that Logistic Provider has all appropriate licenses, approvals and authority to use the vehicle or motorcycle and provide the Services.
ii. Logistic Provider represents and warrants that it has obtained, and it covenants and agrees to maintain in force at all times during the term of this Agreement: (a) insurance on the personal vehicle that meets or exceeds the minimum liability insurance required by law Logistic Provider will perform the Services; and (b) adequate insurance to protect Logistic Provider from (1) claims for damages because of bodily injury, sickness, disease or death that arise out of any negligent act or omission of Logistic Provider and (2) claims for damages because of injury to or destruction of tangible or intangible property, including loss of use resulting therefrom, that arise out of any negligent act or omission of Logistic Provider.
iii. Logistic Provider covenants and agrees that, in the course of providing the Services, Logistic Provider will at all times comply with all applicable laws, including without limitation all traffic laws and provisions of the motor vehicle code and otherwise operate vehicle in a safe and reasonable manner. Logistic Provider agrees that the TOM platform does not require the use of a mobile phone while operating a motor vehicle.
iv. Logistic Provider represents and warrants that it is not under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this Agreement. Logistic Provider represents and warrants that its performance of all the terms of the Agreement will not breach any agreement to keep in confidence proprietary information acquired by Logistic Provider in confidence or it trust prior to commencement of this Agreement.
v. Logistic Provider represents and warrants that in the course of providing the Services and delivery is lost or damaged, Logistic Provider will have to pay the full order amount to TOM and fulfil the order without additional cost to TOM or its related parties.
vi. Logistic Provider will indemnify and hold harmless TOM from and against all claims, damages, losses and expenses, including court costs and reasonable attorneys’ fees, arising out of or resulting from, and, at TOM’s option, Logistic Provider will defend TOM against any action by a third party against TOM that is based on (a) any breach of Logistic Provider’s representations, warranties or covenants in this Agreement and (b) any act or omission of Logistic Provider that results in: (i) bodily injury, sickness, disease or death; (ii) damage, injury or destruction to tangible or intangible property; (iii) the violation of any law, statute, ordinance, or regulation; or (iv) any other damage, loss, cost or expense, by whomsoever suffered, resulting or claimed to result in whole or in part from Logistic Provider’s provision of the Services.
10. LIMITATION ON LIABILITY Under no circumstance will the TOM or its affiliates be liable to Logistic Provider or to any third party for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages that result from this agreement, even if TOM or its authorized representative has been advised of the possibility of such damages. In no event will TOM’s total liability to Logistic Provider for all damages, losses, and causes of action arising out of or relating to this Agreement (whether in contract or tort, including negligence, warranty, or otherwise) exceed the fees payable by TOM to Logistic Provider hereunder.
i. This Agreement contains the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, inducements or conditions, expressed, or implied, oral or written, except which stated in the attachment.
ii. The invalidity or unenforceability for any reason of any part of this Agreement shall not prejudice or affect the validity or enforceability of the remainder of this Agreement.
iii. If further lawful performance of this Agreement or any part of it shall be made impossible by the final judgment or final order of any court of competent jurisdiction, commission or government agency or similar authority having jurisdiction over either party, the parties shall forthwith use their reasonable endeavors to agree amendments to this Agreement so as to comply with such judgment or order.
iv. TOM reserves the right to modify or amend the general terms and conditions without the Logistic Provider’s consent. However, TOM shall notify such changes through email and the Logistic Provider has the chance to object within 2 weeks as of the receipt of such notification of changes.
v. Any terms and conditions of the Logistic Provider are not part of this Agreement unless TOM expressly agrees to adhere to them in writing.
vi. TOM may assign all or any part of this Agreement or its rights, interest or obligations at any time to any of its affiliates which can sufficiently execute the obligations under this Agreement.
vii. All notices, demands or other communications required or permitted to be given or made under this Agreement shall be in writing and delivered personally, sent by email or registered post.
viii. This Agreement is governed and construed under the laws of United Arab Emirates.
ix. Any dispute arising out of, from the implementation or interpretation of this Agreement that cannot be amicably settled shall be subject to the exclusive jurisdiction of the Dubai courts.