ZonPartners Terms and Conditions

BY (1) ACCEPTING TO BECOME ZONPATNERS, YOU ACCEPTS AND AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

  1. GENERAL.

Upon consent or acceptance as provided above, these Partners Terms and Conditions (“Terms“) are an agreement between ZonFoods within the sign up process or that executes an Order Form or related agreement (in either case, “ZonPartnerst” or “You”) and ZonFoods LLC. Upon acceptance of these Terms, Zonpartners may request access to Sales Channels and Services. ZonFoods maintains sole discretion for initial and/or ongoing provision of any such Sales Channel(s) or Service(s). These Terms may be subject to and/or incorporate an Order Form between ZonPartners and ZonFoods (the “Order Form”), and/or any applicable Sales Channel, Product or terms of use (these Terms, together with any such Order Form, or terms of use, collectively, the “Agreement”). ZonPartners is responsible for updating contact information and regularly reviewing the Agreement and any applicable Product or Sales Channel for updates and information from ZonFoods. Continued use of the Services, Tools, and/or App(s) after any such modifications or updates shall constitute ZonPartners’s consent to such changes. Capitalized terms used but not otherwise defined in the Terms shall have the respective meanings ascribed to such terms in the applicable Order Form, Product or Sales Channel.

  1. SERVICES.

2.1 Items and Services.

ZonFoods and its affiliates make available certain proprietary technology services that facilitate the marketing, sale, and fulfillment of orders for items (“Items”) from Our partners to Customers (as defined below), including on-demand lead generation, order processing, marketing, advertising and promotional services, proprietary information services, onboarding, operational and other support services (the “Services”).

The definition of Items shall include all type of foods and Groceries Items as applicable and referenced within the Agreement.

2.2 Additional Tools.

In connection with the Services, ZonFoods and its affiliates may also make available to ZonPartners a website, mobile application or other technology interface for ZonPartners to access and use the Services (collectively, the “Tools”), which may include ZonFoods’s and its affiliates’ proprietary technology platform, through which ZonPartners may, among other things, receive, accept and fulfill requests for Items from Customers and receive insights and analytics regarding ZonPartners’s performance and history using the Services.

The Tools may include functionality for ZonPartners to obtain Sponsored Listing placements.

2.3 The Application(s).

ZonFoods  and its affiliates may also make available to Customers its proprietary technology that enables Customers to purchase Items from ZonPartners and request delivery services for said Items from Delivery People (as defined below), who retrieve such Items from ZonPartners and deliver such Items to such Customers (the “App(s)”). Delivery People are independent contractors, and as such, they reserve the right to refuse to accept any Item in their sole discretion.

2.4 Sales Channels.

ZonPartners may request access to sell and deliver Items via various services provided by ZonFoods: Full Service, Pick-Up, and ZonPartners Managed Delivery (each, a “Sales Channel” described in more detail below). By electing to use a Sales Channel, ZonPartners agrees to accept any relevant Sales Channel  as follows:

 

MARKETPLACE : ZonPartners may sell Items through the “Full Service Sales Channel,” whereby ZonPartners’s Items are presented in the App(s) to Customers who access and request on-demand delivery services provided by Delivery People as defined.

 

  1. ZONFOODS OBLIGATIONS.

3.1 Access to Services.

Subject to the terms and conditions of this Agreement, ZonFoods and its affiliates may make available the applicable Services to ZonPartners, solely for use by Partners at their home or at locations that are owned. ZonPartners shall provide ZonFoods current and accurate Location information throughout the Term of this Agreement. In connection with the provision of Services to Partners, ZonFoods and its affiliates, on behalf of ZonPartners, may respond to complaints by end users of the App(s) (“Customers”) about Items sold by ZonPartners via the App(s). In addition, ZonFoods may make available certain Tools to ZonPartners. ZonPartners may access and use those Tools solely in connection with ZonPartners’s use of the Services. For the avoidance of doubt, as between ZonPartners and ZonFoods, ZonFoods LLC will retain sole control over the App(s) (and all elements of the Customer experience and interface relating to the App(s)), including:

  1. the personalization of the App(s) for Customers;
  2. the prioritization and display of options available to Customers;
  3. the search functionality and results provided to Customers;
  4. the order fees charged to Customers for the delivery services provided by Delivery People;
  5. adding, removing or otherwise modifying any feature or functionality made available through the App(s) to optimize reliability or efficiency on the App(s).

3.2 Technology, Not Delivery, Services.

Merchant agrees neither ZonFoods nor its affiliates provide any delivery services. Rather, ZonFoods provides technology services that both

  • enable Merchant to connect with Customers who may purchase Items from ZonPartners and
  • enable Delivery People to seek, receive and fulfill on-demand requests for delivery services by or on behalf of Customers seeking delivery services.

 

Delivery People perform their delivery services for (and are paid by) the Customers, and not Zonpartners. “Delivery Person” is defined as an independent contractor that intends to seek, receive and fulfill on-demand requests for delivery services using ZonFoods’s proprietary technology under license from ZonFoods LLC or its affiliates.

  1. MERCHANT OBLIGATIONS.

4.1 Availability of Items.

ZonPartners will make Items available for purchase through the App(s) (“Available Items”) during its normal business hours and ensure the Available Items menu is accurate. ZonPartners will prepare, handle, store, label and package all Items in accordance with applicable laws and regulations, including without limitation all laws, rules and regulations governing time or temperature controls required for food safety (“Food Safety Standards”). ZonPartners will determine any quality, portion, size, ingredient or other criteria that apply to Items (“Criteria”) and ZonPartners is responsible for ensuring that all Items meet the applicable Criteria. If ZonPartners fails to prepare or supply Items in accordance with Food Safety Standards or if any Item fails to meet the Criteria (each, a “Substandard Item”), ZonFoods may, in its sole discretion, remove such Item from the App(s). Items that contain (or may contain) an endangered species may not be made available for purchase through, and will be removed from, the App(s). ZonPartners represents and warrants that all nutritional information for Items, including calorie count or allergen information, that is made available through the App(s) is, and at all times will remain, accurate. In addition, ZonPartners will ensure that the contents of its menu includes each Items Criteria (including any notifications about ingredients, nutritional information, allergen information, etc.) are accurate and comply with all applicable laws and regulations.

4.2 Item Responsibility.

ZonPartners shall be responsible for any reimbursement costs related to Customer refunds for Substandard Items or other related issues within Partners’s control (including any costs associated with retrieving any such Substandard Items or otherwise unsatisfactory Item(s), if applicable)), including by way of example, missing or incomplete Items, Items not cooked thoroughly, and Items not prepared in accordance with ZonPartners’s internal standards. ZonFoods LLC may, in its sole discretion, deduct reimbursement costs from the payment ZonFoods remits to Merchant in accordance with this Section 4. ZonPartners agrees that neither ZonFoods nor the Delivery Person takes title to any Item at any time.

4.3 Devices.

That is at ZonPartners responsibility to found a mobile device (“Device”) and Internet to run  the ZonFoods App(s).

4.4 Third Party Services.

ZonPartners remains solely responsible for the accuracy of information provided to ZonFoods through any Third Party Access Service. Additionally, ongoing access to the Services and Tools via any Third Party Access Services is subject to ZonFoods’s agreement with such Third Party.

4.5 Use Restrictions.

In connection with the access to and use of the Services and Tools, ZonPartners will not (and will not allow any third party to):

  • reverse engineer or attempt to discover any source code or underlying ideas or algorithms used to provide the Services (except to the extent applicable law prohibits reverse engineering restrictions);
  • provide, lease, lend, disclose, or otherwise use or allow others to use, in each case, for the direct benefit of any third party, the Tools or Services (except as otherwise authorized by ZonFoods); or
  • possess or use, or allow the transfer, transmission, export, or re-export of any software or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department’s Office of Foreign Assets Control, or any other government agency.

ZonPartners will not (and will not allow any third party to) use the Services or any other transactional, operational, performance or other data or information that is related to the sale of Items to Customers through the App(s).

4.6 Item Restrictions.

The following restricted Items may not be featured or sold via the App(s): people or animals of any size, illegal items, fragile items, dangerous items (like weapons, explosives, flammables, etc.), stolen goods, items containing endangered species or any items that ZonPartners does not have permission to offer.

ZonFoods may restrict the sale of Items via the App(s) based on physical attributes of such Items (e.g., weight (per Item or in aggregate), height, shape, or appropriateness for delivery).

4.7 Gratuities.

For the sale of Items via the Pick-Up and ZonPartners Managed Delivery Sales Channels, unless otherwise selected by our Partners, ZonPartners agrees to allow Customers to provide gratuities through the App(s). ZonFoods shall remit to Merchant the full value of any gratuities provided by Customers. It is our Partners’s sole responsibility to comply with all applicable laws (including tax, gratuity, social security and employment laws where applicable) regarding the distribution of any gratuities.

4.8 Messaging and Contact Information.

ZonPartners agrees to receive calls or SMS messages for ZonFoods partners account updates, including by auto-dialer and pre-recorded voice, from ZonFoods LLC and its affiliates to the number(s) provided.

  1. FEES AND TAXES.

5.1 Calculation.

ZonFoods LLC will deduct applicable fees (“Fees”) from Item Revenue remitted to ZonPartners as further described herein. ZonFoods LLC will remit to ZonPartners the total Retail Price collected for all Items ZonPartners sells via the App(s) (excluding any Sales Taxes collected on its behalf) less:

  • the applicable retained Fees; and
  • any refunds given to Customers for Substandard Items (such final remitted amount being “Item Revenue”). All Item Revenue that is duly owed to ZonPartners will be remitted within fourteen (14) business days of the sale of the Item.

If required by applicable law or regulation, ZonFoods LLC may adjust the Fee. Such adjustments may require adjustments to remittances of Item Revenue owed to ZonPartners.

ZonFoods or its affiliates will deduct the Fee from the payment ZonFoods LLC collects on ZonPartners’s behalf. ZonFoods  reserves the right to suspend ZonPartners’s ability to make Items available for purchase by Customers through the App(s) if ZonPartners’s account is in arrears. If you are paid for an Item, you are responsible for the Fee even if a Delivery Person is unable to complete the delivery of such Item. Except as expressly agreed in this Agreement, each party will be responsible for its expenses and costs during its performance under this Agreement. All Fees under this Agreement will be paid in U.S. Dollars.

5.2 Services Fee.

The Retail Price (as defined below) of all Items that ZonPartners sells via the App(s) (excluding any Sales Tax collected on ZonPartners’s behalf) multiplied by the applicable fee percentage for the Sales Channel used to sell each such Item (“Services Fee”). ZonPartners agrees to pay ZonPartners such Services Fee in consideration for on-demand lead generation services, connecting ZonPartners’s Customers to Delivery People (only for the Full Service Sales Channel), order processing (which may be referred to independently as the “Order Processing Fee”), marketing advertising and promotional services, and operational and other support related services.

Unless 1) otherwise displayed in the Tools or agreed to by the parties or; 2) modified by requirement of applicable laws or regulations, the Fee shall be calculated as follows:

  • FULL-SERVICE SALES CHANNEL (ALSO REFERRED TO AS MARKETPLACE SALES CHANNEL): ZonFoods LLC will charge ZonPartners a fee percentage of 30% for each Item sold via the App(s) through the Full Service Sales Channel include Pick-up option;
  • ZONPARTNERS MANAGED DELIVERY SALES CHANNEL: If ZonPartners deliver the items by themselves, ZonFoods LLC will charge ZonPartners a fee percentage of 20% for each Item sold via the App(s) through the Merchant Managed Delivery Sales Channel and ZonPartners will be paid by the customers for his delivery services.

5.3 Delivery Network Fee.

If selected by ZonPartners, ZonPartners shall charge Merchant a flat fee per order for connecting Customers to a Delivery Person (the “Delivery Network Fee”). The Delivery Network Fee shall be in addition to the Services Fee(s) as applicable. For clarity, the Delivery Network Fee shall not apply to the Pick-up option or ZonPartners Managed Delivery Sales Channels.

5.4 Taxes.

The ZonFoods marketplace Services connect you with Customers who wish to purchase your Items. You are the “seller” of all Items to be made available for sale via theApp(s). As such, you are responsible for determining and setting the retail price for each Item (the “Retail Price”). You are also responsible for the collection and remittance of all applicable Sales Taxes, where required under applicable law. The term “Sales Tax” includes any sales, sellers use, transaction privilege, privilege, general excise, gross receipts, food & beverage, and similar transaction taxes, as well as any bottle, bag, plastic, or other similar fees. For the sake of clarity, the Retail Price for each Item excludes separately stated Sales Taxes.

ZonPartners hereby authorizes ZonFoods LLC to collect applicable Sales Taxes on ZonPartners’s behalf based on information (including, without limitation, Item descriptions and Additional Information) provided by ZonPartners to ZonFoods through the Tools or in a manner as otherwise agreed to by the Parties. The Tools’ functionality may be based on interpretations of federal, state, and local laws and regulations and information provided by taxing authorities. ZonPartners’s use of the Tools, including any communications with ZonFoods, in no way constitutes the provision of legal or tax advice.

While theTools provide a means to apply Sales Taxes to your transactions, theTools may not currently support Sales Tax configurations applicable to certain Items which you desire to sell via the ZonFoods App(s). In such cases, ZonFoods retains sole discretion regarding whether you may offer such Items for sale via the App(s). ZonFoods may from time to time give Merchant notice of certain Items or Item categories that are not supported by the Tools and must be removed from the App(s) (“Unsupported Items”). ZonPartners hereby agrees to comply with such notice, provided that if ZonPartners does not comply, Merchant shall be solely responsible for all risk of loss associated with the continued sale of such Unsupported Items. ZonPartners shall promptly notify ZonFoods LLC if it believes any charges (or lack of charges) for Sales Taxes were erroneous or inaccurate. If Sales Taxes charged by ZonPartners are not in accordance with (or in violation of) any law or regulation, ZonFoods LLC expressly reserves the right to, upon prior notice to ZonPartners, remove affected Items from ZonPartners’s menu on the App(s) and/or deactivate ZonPartners from the App(s).

Certain legislation commonly known as “marketplace facilitator” laws (“Marketplace Facilitator Laws”) may require ZonFoods to collect and remit Sales Taxes directly to the taxing authority. In jurisdictions with Marketplace Facilitator laws in effect that are applicable to ZonFoods due to this Agreement (each a “Marketplace Facilitator Jurisdiction” beginning the effective date of such legislation), ZonFoods may determine, as of a date specified by ZonFoods LLC (“Switchover Date(s)”), the amount of applicable Sales Tax which ZonFoods LLC will collect and remit to the taxing authority based on Item descriptions and Additional Information provided by ZonPartners. For the avoidance of doubt, for each Marketplace Facilitator Jurisdiction:

  • ZonFoods will continue to collect Sales Taxes on behalf of, and remit such amounts to, ZonPartners until the applicable Switchover Date and
  • beginning on the applicable Switchover Date, any covered Sales Taxes will be collected by ZonFoods LLC and remitted to the applicable tax authority on ZonFoods’s own account, and not on behalf of ZonPartners. A list of jurisdictions in which ZonFoods will collect and remit Sales Taxes to taxing authorities (and associated Switchover Dates) may be found at market Place Facilitator.

5.6 Pricing.

Notwithstanding anything to the contrary in this Section 5, ZonPartners agrees that you will not make an Item available under this Agreement at a price higher than the amount others Merchants are charging for similar Items through any comparable platform for food delivery services.