Zealway Limited

DEFINITIONS

The following terms have the respective meanings given to them below:

“Activation Fee” means a Fee paid by Merchant to Zealway Limited  UK in consideration of Zealway Limited  UK’s work to activate Merchant on the Zealway Limited Website.

“Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership of a party, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

“Agreement” means the Order Form, the Definitions and the Supplemental Terms.

“Aggregate Data” means aggregate, anonymized data related to Merchant’s transactions in connection with the Zealway Limited Services.

“Aggregator Cash Collections” means the funds to be collected by the Aggregator Courier in connection with an Aggregator Cash Order.

“Aggregator Cash Order” means an order where a Customer pays for a given Aggregator Item provided by Merchant and all associated fees and charges resulting from that transaction in cash.

“Aggregator Delivery Charge” means a delivery charge collected by Zealway Limited  UK on behalf of Merchant from Customers for Items transferred via the Aggregator Method.

“Aggregator Courier” means an employee, contractor, worker or agent of Merchant who provides delivery services on a Merchant’s behalf, not arranged by Zealway Limited .

“Aggregator Item” means an Item transferred by Merchant to Customer via the Aggregator Method.

“Aggregator Item Payment” means the Retail Price of the Aggregator Item(s) sold by Merchant via the Zealway Limited Website (including any VAT).

“Aggregator Item Revenue” means the total (i) Aggregator Item Payment earned by Merchant (other than with respect to Aggregator Cash Orders); (ii) Aggregator Delivery Charge collected from Customers on Merchant’s behalf (other than Aggregator Delivery Charges directly collected by Aggregator Couriers with respect to Aggregator Cash Orders) (iii) gratuity paid by a Customer in respect of delivery services, if applicable, (iv) less (1) the Aggregator Service Fee and (2) any refunds given by Zealway Limited  UK on behalf of Merchant to Customers.

“Aggregator Meal” means any combination of food and/or beverage transferred by Merchant to Customer via the Aggregator Method. “Aggregator Meal” is a subset of “Aggregator Item.”

“Aggregator Method” means a Method whereby Merchant may use Aggregator Couriers to fulfill delivery of Items requested by Customers.

“Applicable Law” shall mean all applicable laws, statutes, regulations and codes from time to time in force (including without limitation all applicable data protection and privacy laws).

“Batched Trip” means an instance where one Marketplace Courier may deliver orders to multiple Customers as part of the same trip, including both multiple orders from one Merchant, or one or more orders from one Merchant combined with one or more orders from other Merchants using the Zealway Limited Website.

“Brand Matter” means an event that, in Zealway Limited ’s reasonable judgement, would jeopardise the ability of the Merchant to comply with or perform this Agreement, or prejudice the goodwill or reputation of Zealway Limited  UK or its Affiliates, including, but not limited to, matters related to the alleged violation of the Community Guidelines or any Applicable Laws.

“Cash Order” means an order where a Customer pays for a given Item provided by Merchant, and all associated fees and charges resulting from that transaction, in cash.

“Confidential Information” means any confidential, proprietary or other non-public information disclosed by or on behalf of one party (the “Discloser”) to another (the “Recipient”), whether disclosed verbally, in writing, or by inspection of tangible objects, and includes, without limitation, transactional, operational, performance and other data or information (including, Zealway Limited  Data, Customer’s information, package information, and the transaction volume, marketing and business plans, business, financial, technical, operational) and/or that is related to the sale of Merchant’s Items to Customers through the Zealway Limited Website and the terms and conditions of this Agreement. Confidential Information will not include information that: (i) was previously known to the Recipient without an obligation of confidentiality; (ii) was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or (iii) is or becomes publicly available through no fault of the Recipient.

“Criteria” means any quality, portion, size, ingredient, allergen, origin or nutritional information or rules and regulations that govern the adequacy of Items.

“Customer” means a customer of the Merchant.

“Customer Feedback” means information provided by a Customer in response to prompting by the Zealway Limited Website, including rating of Item(s) and comments or feedback related to the Customer’s experience with Merchant, the relevant Item(s) on the Zealway Limited Website, and either the delivery services (provided by either a Marketplace Courier or Aggregator Courier) or the Non-Delivery Method experience.

“Damage Fee” means a Fee paid by Merchant to Zealway Limited  UK for the loss or theft of a Device, the failure to timely return a Device, or any damage to a Device outside of normal wear and tear.

“Courier” means a Marketplace Courier or an Aggregator Courier. References to “Couriers” should be read to include both Marketplace Couriers and Aggregator Couriers.

“Device” means a tablet or other portable device made available by Zealway Limited  UK or its Affiliates to Merchant to access and use the Zealway Limited Services.

“Dispute” means any dispute, action, claim, controversy or cause of action among the parties arising out of or in connection with the Agreement or any term condition or provision hereof, including without limitation any of the same relating to the existence, validity, interpretation, construction, performance, enforcement and termination of the Agreement.

“Effective Date” means a date to be confirmed by Zealway Limited  UK upon which this Agreement will become effective. .

“Fees” means any applicable fees charged by Zealway Limited  UK to Merchant, including the Service Fee, the Activation Fee, and the Damage Fee.

“Feedback” means information provided by Merchant to Zealway Limited  including feedback, suggestions, comments, ideas, or other concepts relating to Zealway Limited ’s products and services.

“Force Majeure Event” means occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, strikes, work stoppage or other labor disturbances, war or sabotage.

“Indemnified Party” means the party receiving indemnification from the Indemnifying Party.

“Indemnifying Party” means the party providing indemnification to the Indemnified Party.

“Initial Term” means a period which will commence on the Effective Date and, unless earlier terminated as provided in the Agreement, will continue for a period of one (1) year from the Effective Date.

“Invoice Details” means information required for the accurate calculation and preparation of invoices by Zealway Limited .

“Item” means food, beverage, or any other product made available by Merchant to Customer via the Zealway Limited Website.

“Item Revenue” means the Retail Price (plus VAT and any other fees collected on Merchant’s behalf) less the retained Fees (including the Service Fee, Activation Fee, and/or Damage Fee, where applicable) and any refunds given to the Customers on behalf of Merchant.

“Losses” means any and all claims, damages, liabilities, causes of action, and losses (including reasonable attorney’s fees).

“Marketplace Cash Collections” means the funds to be collected by the Marketplace Courier in connection with a Marketplace Cash Order.

“Marketplace Cash Order” means an order where a Customer pays for a given Marketplace Item provided by Merchant and all associated fees and charges resulting from that transaction in cash.

“Marketplace Courier” means an independent contractor who intends to perform on demand delivery services on behalf of Zealway Limited  UK using the Zealway Limited Website. Marketplace Couriers are not employees or workers of Zealway Limited  or any of its Affiliates.

“Marketplace Item” means an Item transferred by Merchant to Customer via the Marketplace Method.

“Marketplace Item Payment” means the Retail Price of the Marketplace Item(s) sold by Merchant via the Zealway Limited Website (including any VAT).

“Marketplace Item Revenue” means the total Marketplace Item Payment (including any VAT collected on Merchant’s behalf) earned by Merchant, less the Marketplace Service Fee and any refunds given on behalf of Merchant to Customers.

“Marketplace Meal” means any combination of food and/or beverage transferred by Merchant to Customer via the Marketplace Method. “Marketplace Meal” is a subset of “Marketplace Item.”

“Marketplace Method” means a Method whereby Zealway Limited  UK will request a Marketplace Courier to collect Marketplace Items and deliver such Marketplace Items to Customer. Zealway Limited  UK will purchase delivery services from the Marketplace Courier and sell those delivery services directly to the Customer. Merchant has no contractual relationship with the Marketplace Courier by virtue of this Agreement.

“Marks” means the trademarks, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the applicable party or its Affiliates.

“Meal” means any combination of food and/or beverage transferred by Merchant to Customer via the Zealway Limited Website. “Meal” is a subset of “Item,” and any terms and conditions related to “Items” also apply to “Meals.” “Marketplace Meal,” “Aggregator Meal,” and “Non-Delivery Meal” are subsets of “Meal.”

“Meal Voucher Order” means an order where Zealway Limited  UK allows a Customer to pay for a given Meal provided by Merchant, and some or all associated fees and charges resulting from that transaction, with a meal voucher.

“Merchant” means the party who entered into the Agreement with Zealway Limited  UK.

“Merchant Location” means the physical premises owned and/or operated by or in connection with the Merchant, including all restaurants and/or brands operated by or in connection with the Merchant from that premises.

“Merchant Marketing Materials” means videos, still images, information or other materials provided to Zealway Limited  UK and/or its Affiliates for use in connection with the display of Merchant’s Items on the Zealway Limited Website.

“Merchant Site” means an online store or menu that is operated by or on behalf of the Merchant.

“Method” means a method by which Items requested by a Customer through the Zealway Limited Website may be transferred from Merchant to such Customer.

“Non-Delivery Item” means an Item transferred by Merchant to Customer via the Non-Delivery Method.

“Non-Delivery Item Payment” means the Retail Price of the Non-Delivery Item(s) sold by Merchant via the Zealway Limited Website (including any VAT).

“Non-Delivery Method” means a Method whereby Merchant may allow Customers to collect Items requested from a specified location without the involvement of a Courier.

“Notice Period” means a period of reasonable notice, as allowed by Applicable Law, after which amended Supplemental Terms will take effect.

“Offer” means a short-term promotional offer that is created and fulfilled by Merchant that is intended to stimulate Customer demand through the Zealway Limited Website (e.g., discounts).

“Offer Costs” means the amount spent by Merchant on an Offer.

“Offer Materials” means, with respect to an Offer, all suitable material to be provided by Merchant including artwork of Merchant’s trade marks and trade names.

“Offer Tools” means proprietary, automated tools provided by Zealway Limited  UK to Merchant which allow Merchant to create and provide Offers to Customers.

“Personal Data” means any information relating to an identified or identifiable natural person (“data subject”); 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.

“Renewal Term” means a one (1) year period where the Agreement automatically renews.

“Representatives” means with respect to a party, its or its Affiliates’ respective officers, directors, employees or agents.

“Required Documentation” means all documentation required by Zealway Limited  from Merchant, including but not limited to business license, identification, tax identification, information regarding VAT status, alcohol license (where relevant), banking documentation, and all Invoice Details.

“Retail Price” means the original listed price determined by Merchant for each Item to be made available for sale via the Zealway Limited Website prior to any discounts or promotions.

“Service Fee” means a Fee paid by Merchant to Zealway Limited  UK in consideration for the use of the Zealway Limited Services. Merchant’s Service Fee for each specific Method is specifically set forth in the Order Form.

“Substandard Item” means any Item that fails to meet the Criteria or standards required by Applicable Laws.

“Supplemental Terms” means the Definitions, the General Supplemental Terms, the Specific Supplemental Terms and any other terms applicable to the use of the Zealway Limited Services, Zealway Limited  Tools, and/or Zealway Limited Website and shared with the Merchant.

“Term” means the Initial Term together with all Renewal Terms.

“Territory” means UK.

“Transportation Method” means a mode of transportation that will be used for the purpose of providing delivery services in accordance with the Specific Supplemental Terms for the Aggregator Method.

“Zealway Limited  UK” means ZEALWAY LIMITED  EATS UK LIMITED, a company registered under the laws of the United Kingdom (registration number: 10078453) whose registered address is First Floor, Aldgate Tower, 2 Leman Street, London, United Kingdom, E1 8FA

“Zealway Limited  Data” means all data related to the access and use of the Zealway Limited Services and Zealway Limited  Tools, including but not limited to all Personal Data related to Merchant and Customers.

“Zealway Limited Website” means a website, application or other technology interface made available by Zealway Limited  UK and/or its Affiliates to Customers, on a royalty-free basis, to purchase Items and, if applicable, delivery services.

“Zealway Limited  Eats Marketing Materials” means video, still images and/or other materials created by Zealway Limited  (or a party designated by Zealway Limited  acting on Zealway Limited ’s behalf) for marketing and other efforts related to the Zealway Limited Website.

“Zealway Limited Services” means certain services made available by Zealway Limited  UK to Merchant to facilitate the marketing, sale and provision Items by Merchant to Customers, including on-demand lead generation, logistics, payment processing, marketing, operational and other support.

“Zealway Limited  Tools” means a website, application and/or other technology interface, made available by Zealway Limited  UKto Merchant, on a royalty-free basis, in connection with the Zealway Limited Services.

“VAT” means any value added tax payable in accordance with the Value Added Tax Act 1994 and regulations supplemental thereto and any other taxes of a similar nature imposed in the United Kingdom in substitution for, or levied in addition to this.

“Virtual Restaurant” means an additional menu that is made available from Merchant’s premises under a different trading name.

“Virtual Restaurant Data” means information provided by Zealway Limited  UK from time to time and related to cuisine demand, consumer preferences and restaurant case studies to help inform Merchant’s Virtual Restaurant menu choices.

GENERAL SUPPLEMENTAL TERMS

Zealway Limited  UK may amend the Supplemental Terms from time to time, as allowed by Applicable Law, upon giving a reasonable Notice Period and by Zealway Limited  UK posting such amended Supplemental Terms on this website or Zealway Limited  UK otherwise making such amended Supplemental Terms available to Merchant. However, the Notice Period will not apply where an amendment is required by law or relates to the expansion or introduction of new services or functionalities to the existing Zealway Limited Services and/or Zealway Limited  Tools or any other change which is effectively favourable to Merchant and does not reduce the scope of its rights or increase its responsibilities. Merchant’s continued access to or use of the Zealway Limited Services and/or Zealway Limited  Tools after such amended Supplemental Terms become effective constitutes Merchant’s consent to be bound by the amended Supplemental Terms. If Merchant objects to any amended Supplemental Term, Merchant may terminate this Agreement in accordance with clause IV of the Order Form.

1. Zealway Limited Services.
   1. General. Zealway Limited  UK will make the Zealway Limited Services available to Merchant including, but not limited to, on-demand lead generation, logistics, payment processing, marketing, operational and other support. The Zealway Limited Services are solely for use by Merchant, subject to the terms of this Agreement.
   2. Appointment of Limited Payment Collection Agent.
      1. Merchant hereby appoints Zealway Limited  UK as Merchant’s limited payment collection agent solely for the purpose of: (A) accepting payment of the Retail Price of Items (plus any applicable VAT and other fees collected on Merchant’s behalf) sold by Merchant via the Zealway Limited Website, via the payment processing functionality facilitated by the Zealway Limited  Tools, and (B) transferring to Merchant the Retail Price (plus VAT and any other fees collected on Merchant’s behalf) less the retained Fees (including the Service Fee, Activation Fee, and/or Damage Fee, where applicable), and any refunds given to the Customers on behalf of Merchant (“Item Revenue”).
      2. Merchant agrees that payment collected by Zealway Limited  UK on Merchant’s behalf will be considered the same as payment made directly to Merchant.
      3. Merchant further authorizes Zealway Limited  UK to collect gratuities (if any) that are paid on the Zealway Limited Website voluntarily by Customers to Aggregator Couriers acting on behalf of Merchant. For Aggregator Couriers, Zealway Limited  UK shall remit the full value of any gratuities to Merchant. It is the sole responsibility of Merchant to make sure that any applicable gratuities are properly transferred to Aggregator Couriers.
      4. If reasonable, Zealway Limited  UK may adjust the transfer of Item Revenue collected on Merchant’s behalf for reasons including, but not limited to, failure to fulfil the provision of an Item as ordered. Merchant may dispute any such adjustments through the Zealway Limited  Tools within fourteen (14) calendar days of Merchant being notified of such adjustment. Zealway Limited  UK reserves the right to, and Merchant authorizes Zealway Limited  UK to, collect the amount of such adjustments via a deduction from the Item Revenue collected on Merchant’s behalf, or by debiting Merchant’s payment method on record, or otherwise seeking reimbursement from Merchant.
      5. In exceptional circumstances only (as determined by Zealway Limited  UK in its sole discretion, acting reasonably), Zealway Limited  UK reserves the right to temporarily or permanently cancel or suspend a payment to Merchant. The foregoing exceptional circumstances shall include, but not be limited to, any legal or regulatory risk or potential breach of Applicable Laws associated with the transfer of such payment to Merchant, the actual or expected initiation of insolvency or bankruptcy proceedings against Merchant and any failure by Merchant to provide the Required Documentation in accordance with clause 2(c) of these General Supplemental Terms.
      6. Zealway Limited  UK may, from time to time, request information from Merchant to confirm Merchant’s identity as may be necessary under any applicable compliance obligations before transferring any payments to Merchant and may refuse to process payments owed to Merchant in accordance with clause 1(b)(v) of these General Supplemental Terms if there exists a legal or regulatory risk or potential breach of law or regulation associated with such transfer to Merchant.
      7. Zealway Limited  UK may engage any of its Affiliates to perform the activity of limited payment collection agent on Zealway Limited  UK’s behalf. Please see the General Supplemental Terms for additional payment terms.
   3. Cash. Zealway Limited  UK may allow Customers to pay for a given Item (and, if applicable, delivery services) provided by Merchant, and all associated fees and charges resulting from that transaction, in cash (a “Cash Order”).
   4. Meal Vouchers. Zealway Limited  UK may allow Customers to pay for a given Meal provided by Merchant and some or all associated fees and charges resulting from that transaction with a meal voucher (a “Meal Voucher Order”). In certain circumstances, Zealway Limited  UK will not act as limited payment collection agent for Meal Voucher Orders and Merchant will receive direct settlement of Item Revenue from a third party meal voucher issuer.

• 1. Zealway Limited  Vouchers. Zealway Limited  UK may allow Customers to pay for a given Item provided by Merchant and some or all associated fees and charges resulting from that transaction with a voucher (an “Zealway Limited  Voucher Order”). This voucher may be provided by Zealway Limited  UK and Merchant undertakes the obligation to accept Zealway Limited  Voucher as consideration or part of the consideration for a given Item (and/or, if applicable, delivery service). Zealway Limited  UK will not act as limited payment collection agent for Zealway Limited  Voucher Orders and Merchant will receive direct settlement of Item Revenue from Zealway Limited  UK.
  2. Zealway Limited  Tools. Zealway Limited  UK may make available certain Zealway Limited  Tools to Merchant, and Merchant may access and use those Zealway Limited  Tools solely in connection with Merchant’s use of the Zealway Limited Services. The Zealway Limited  Tools, including all intellectual property rights therein, are and shall remain the property of Zealway Limited  Portier B.V., its Affiliates or their respective licensors. Neither this Agreement nor Merchant’s use of the Zealway Limited  Tools or Zealway Limited  Data conveys or grants to Merchant any rights in or related to the Zealway Limited  Tools or Zealway Limited  Data, except for the limited licence granted above. Merchant shall retain access to Zealway Limited  Tools for the Term. In the event of a breach of this Agreement or any other terms agreed between Zealway Limited  UK and Merchant, Zealway Limited  UK retains the right to revoke access to Zealway Limited  Tools without prior notification, and without having to provide any data to Merchant after such revocation.
  3. Device. Devices shall at all times remain the property of Zealway Limited  UK and/or its Affiliates. Merchant agrees that the loss or theft of a Device, the failure to timely return a Device, or any damage to a Device outside of normal wear and tear, will result in a Fee of £200 (“Damage Fee”). Merchant agrees that Zealway Limited  UK may deduct the Damage Fee from Merchant’s Item Revenue.
  4. Zealway Limited Website. Merchant acknowledges and agrees that once it has accepted a request for an order of Items, the Zealway Limited Website may provide certain information about Merchant to the Customer, including Merchant’s name and contact number. As between Merchant and Zealway Limited  UK, Zealway Limited  UK and/or its Affiliates will retain sole and absolute control over the Zealway Limited Website (and all elements of the user experience and user interface relating to the Zealway Limited Website), including, without limitation, with respect to:
     1. the personalisation of the Zealway Limited Website for Customers;

•  

• • 1. the prioritisation and display of options available to Customers;
    2. the search functionality and results provided to Customers; and
    3. adding, removing or otherwise modifying any feature or functionality made available through the Zealway Limited Website to optimize reliability or efficiency on the Zealway Limited Website.

2. No Service Guarantee. Zealway Limited UK and its Affiliates do not guarantee the availability or uptime of the Zealway Limited  Tools or Zealway Limited Website. Merchant acknowledges and agrees that the Zealway Limited  Tools and Zealway Limited Website may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the Zealway Limited  Tools and Zealway Limited Website may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and Zealway Limited  UK and its Affiliates are not responsible for any delays, delivery failures, or other damages, liabilities or losses resulting from such problems.

• 1. Disclaimer of Warranties. This clause applies only to the maximum extent permitted by Applicable Law, and does not (and is not intended to) override any rights that Merchant has pursuant to Applicable Law. Zealway Limited  UK and its Affiliates provide, and Merchant accepts, the Zealway Limited  Tools and Zealway Limited Website on an “as is” and “as available” basis. Zealway Limited  UK and its Affiliates do not represent, warrant or guarantee that Merchant’s access to or use of the Zealway Limited  Tools or Zealway Limited Website: (i) will be uninterrupted or error free; or (ii) will result in any requests for orders of Items (and delivery, if applicable). Zealway Limited  UK and its Affiliates make no representations, warranties or guarantees as to the actions or inactions of Customers who may request or receive Items (and delivery services, if applicable), and Zealway Limited  UK and its Affiliates do not screen or otherwise evaluate Customers. By using the Zealway Limited  Tools, Merchant acknowledges and agrees that Merchant or a Courier may be introduced to a third party that may pose harm or risk to Merchant, Couriers or other third parties. Merchant and their Aggregator Couriers are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the Zealway Limited Services and Zealway Limited  Tools. Zealway Limited  UK does not represent, warrant or guarantee the safety of any Items. Notwithstanding Zealway Limited ’s appointment as limited payment collection agent of Merchant for the purpose of accepting payment from Customers on its behalf, Zealway Limited  UK and its Affiliates expressly disclaim all liability for any act or omission of Merchant, any Aggregator Couriers, any Customer or other third party.
  2. Complaints. In connection with the provision of Zealway Limited Services to Merchant, Zealway Limited  UK, on behalf of Merchant, may respond to complaints by Customers about Items and/or delivery sold by Merchant via the Zealway Limited Website.
  3. Suspension of Zealway Limited Services. Zealway Limited  UK, at its sole discretion, reserves the right to temporarily or permanently suspend, in whole or in part, Merchant’s access to the Zealway Limited Services and Zealway Limited  Tools if:
     1. Merchant fails to provide Required Documentation in a timely manner;
     2. Merchant’s account is in arrears;
     3. A Brand Matter has occurred; or
     4. Merchant is, or Zealway Limited  UK reasonably believes Merchant is, in breach of this Agreement. 

1. Merchant’s Obligations.
   1. Availability of Items. Merchant will make Items available for purchase through the Zealway Limited Website during its normal business hours.
      1. Merchant will prepare, handle and store all Items in accordance with Applicable Laws, which shall include, without limitation, all laws, rules and regulations governing time or temperature controls required for food hygiene and safety.
      2. Merchant will determine any Criteria that apply to Items and Merchant is responsible for ensuring that the Items meet the applicable Criteria as displayed to Customers in the Zealway Limited Website. Zealway Limited  UK, at its sole discretion, reserves the right to remove from the Zealway Limited Website any Item for sale by Merchant deemed unsuitable for sale on the Zealway Limited Website.
   2. Item Inventory and Responsibilities
      1. Item Responsibilities By Method
         1. For Items transferred via the Marketplace Method, with respect to the Items themselves, Merchant is responsible for complying with all health and safety laws and regulations applicable in relation to preparation and packaging of Marketplace Items. Substandard Items are Merchant’s responsibility. With respect to delivery, Merchant remains responsible for all items up to the point where the Items are transferred to a Marketplace Courier, but Merchant is not responsible for the delivery itself. However, Merchant will ensure that Items are appropriately packaged in order to mitigate the risk of damage during transit.
         2. For Items transferred via the Aggregator Method, Merchant shall remain responsible for complying with all health and safety laws and regulations applicable in relation to all Items, up to and including the time of delivery of the Items to a Customer. Merchant agrees that, for purposes of delivery of Items via the Aggregator Method, Aggregator Couriers shall operate under cover of the Merchant’s retail and health and safety licenses, registrations, authorizations and privileges and control. Merchant acknowledges and agrees that Merchant remains responsible for the delivery of Aggregator Items, and that Merchant shall maintain possession, control and care of the Aggregator Items at all times in full compliance with Applicable Laws.
         3. For Items transferred via the Non-Delivery Method, Merchant shall remain responsible for complying with all health and safety laws and regulations applicable in relation to all Non-Delivery Items, up to and including the time of transfer of the Non-Delivery Items to a Customer.
         4. Merchant acknowledges and agrees that Zealway Limited  UK never takes title to any Item transferred under any of the aforementioned Methods.
      2. Merchant is responsible for costs related to reimbursement to Customers in the event any such Customer(s) request a refund for Substandard Items or otherwise unsatisfactory Item(s) (including, without limitation, any costs associated with retrieving any such Substandard Items or otherwise unsatisfactory Item(s), if applicable). In addition, if a Substandard Item is delivered to a Customer via the Marketplace Method, Zealway Limited  UK may assess a Substandard Item Delivery Fee to Merchant to offset the cost of delivery of the Substandard Item. Zealway Limited  UK may deduct refunds (including the Substandard Item Delivery Fee) from the Item Revenue transmitted to Merchant under this Agreement in accordance with Zealway Limited  UK’s refund policy located at https://t.Zealway Limited .com/refund_policy_gb (or as otherwise provided to Merchant), as updated from time to time, provided always that Merchant has received notification of such refund policy.
   3. Documentation. Merchant will provide all documentation required by Zealway Limited  UK (including but not limited to business license, identification, tax identification, information regarding VAT status,alcohol license (where relevant), banking documentation, and all Invoice Details) (“Required Documentation”). Merchant is solely responsible for providing Zealway Limited  UK with, and maintaining, accurate bank account information.
   4. Restrictions. Merchant will not, and will not allow any third party to: (i) use the Zealway Limited Services, the Zealway Limited  Tools, or any other transactional, operational, performance or other data or information that is related to the sale of the Items (and, if applicable, delivery) to Customers through the Zealway Limited Website to compete with Zealway Limited , its Affiliates or the Zealway Limited Services; (ii) reverse engineer or attempt to discover any source code or underlying ideas or algorithms used to provide the Zealway Limited Services or Zealway Limited  Tools (except to the extent that Applicable Law prohibits reverse engineering restrictions); or (iii) provide, lease, lend, disclose, or otherwise use or allow others to use, in each case, for the direct benefit of any third party, the Zealway Limited Services or Zealway Limited  Tools (except as otherwise authorized by Zealway Limited  UK).
   5. Alcohol and Tobacco Products. To the extent permitted under Applicable Laws, Merchant may use the Zealway Limited Website to transfer alcohol and tobacco products to a Customer subject to the additional terms set forth herein. Merchant represents and warrants that it has and will maintain all required licence(s) and/or permit(s) to sell and, if applicable, deliver alcohol and tobacco products, and will comply with all Applicable Laws in respect thereof, including, without limitation, time restrictions and legal age. Merchant must obtain prior written approval from Zealway Limited  UK before it makes any tobacco products available to Customers.
   6. Tax. Merchant is responsible for ensuring the accuracy of its own tax filings.
2. Ratings. Merchant acknowledges and agrees that, after receiving Item(s), a Customer may be prompted by the Zealway Limited Website to provide a rating of such Item(s) (and, if applicable, delivery) and, at such Customer’s option, to provide comments or feedback related to the Customer’s experience with Merchant, the relevant Item(s) on the Zealway Limited Website, and either the delivery services (provided by either a Marketplace Courier or Aggregator Courier) or the Non-Delivery Method experience (“Customer Feedback”). Zealway Limited  UK reserves the right to use, share, and display Customer Feedback in any manner in connection with the business of Zealway Limited  UK without attribution to or approval of Merchant. Zealway Limited  UK reserves the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other Personal Data, violate any privacy laws and regulations or other Applicable Laws, or violate Zealway Limited ’s content policies.
3. Reporting. Zealway Limited  UK will provide Merchant with information regarding the number of Items sold by Merchant to its Customers. Zealway Limited  UK will also provide information to Merchant regarding any refunds given to its Customers by Zealway Limited  UK on Merchant’s behalf, including the date of the transaction, the Item(s) refunded, the reason for the refund and any other information Zealway Limited  UK is permitted to provide under applicable privacy laws and regulations.
4. Fees, Retail Price of Items and Taxes.
   1. Fees and Taxes.
      1. Fees. In consideration for the use of the Zealway Limited Services, Zealway Limited  UK will charge Merchant a “Service Fee” for each specific Method as specifically set forth in the Order Form (together with the Activation Fee, the Damage Fee, and any other applicable fees charged by Zealway Limited  UK to Merchant, the “Fees”). 

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• • 1. Payment Terms. All Fees under this Agreement will be paid in pound sterling. Zealway Limited  UK will deduct any Fees from the payment Zealway Limited  UK collects from Customer on Merchant’s behalf, as detailed below. 

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• • 1. Costs and Expenses. Except as may be expressly set forth in this Agreement, each party will be responsible for its expenses and costs in connection with this Agreement.

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• • 1. Taxes on Fees. 

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• • • 1. All Fees payable pursuant to this Agreement are exclusive of VAT.
      2. If VAT is chargeable on any Fees, the Merchant shall pay to Zealway Limited  UK an amount equal to the amount of the VAT in addition to and at the same time as payment of the Fees.

• •  

• • • 1. Fees shall be paid free and clear of and without deduction for or on account of withholding tax (if applicable). If Merchant is required to make such a deduction or withhold such tax, the sum payable by Merchant shall be increased to the extent necessary to ensure that Zealway Limited  UK receives a sum net of any withholding or deduction equal to the sum which it would have received had no such deduction or withholding been made or required to be made.

• 1. Retail Price of Items and Taxes.

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• • 1. Merchant is the “retailer” or “seller” of all Items (including delivery services related to such Items, if using the Aggregator Delivery Method). Merchant is responsible for determining and setting the original listed price, prior to any discounts or promotions, for each Item to be made available for sale via the Zealway Limited Website (the “Retail Price”). The Retail Price for each Item will include VAT and Merchant is solely responsible for determining and setting the rate of applicable VAT to be charged to Customers for Items available on the Zealway Limited Website. To the extent that Merchant does not inform Zealway Limited  UK of the applicable VAT rate, Merchant expressly authorizes Zealway Limited  UK to make such determination on its behalf and Merchant hereby acknowledges and agrees that Zealway Limited  UK will have no liability for the accuracy of any such determination. Merchant expressly authorizes Zealway Limited  UK, at Merchant’s direction, to collect such VAT on Merchant’s behalf.

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• • 1. Merchant is solely responsible for the accounting for the applicable VAT chargeable in connection with the sale of Items. 

1. Invoices. Merchant grants a mandate to Zealway Limited  UK, pursuant to which, for each order completed using the Zealway Limited Website, Zealway Limited  UK may issue an invoice and/or receipt for Items and (in the Aggregator Delivery Method) delivery services to Customers in Merchant’s name and on Merchant’s behalf provided that Merchant has completed the required Invoice Details. Merchant may dispute invoices and/or receipts issued by Zealway Limited  UK on Merchant’s behalf within a period not exceeding three (3) days from the issuance date of the invoice and/or receipt. Failing this, Merchant is deemed to have validated said invoice and/or receipt. It is understood that Merchant will carry out storing and archiving of invoices and/or receipts in compliance with Applicable Laws.
2. Method Restrictions and Limitations.
   1. Method Settings. If Merchant has selected both the Aggregator Method and the Marketplace Method, Merchant may select Aggregator Method and/or Marketplace Method for delivery of future orders of Items to its Customers. Merchant may apply its selections to some or all future orders. Merchant may modify its Method selection at any time. However, the selected Method for an order cannot be modified after the order has been placed. All orders pending at the time Merchant modifies its Method must be completed via the Method selected when the order was placed. The proper Method for each order will be reflected in Merchant’s order dashboard available via the Zealway Limited  Tools. Zealway Limited  UK and/or its Affiliates may, at its discretion, modify delivery settings on Merchant’s behalf.
   2. Delivery Radius Modification. Zealway Limited  UK, at its discretion, reserves the right to modify Merchant’s delivery radius for reasons including, without limitation, to prevent or otherwise limit unfulfilled orders.
   3. Temporary Usage Restriction. Zealway Limited  UK, at its discretion, reserves the right to restrict or otherwise limit Merchant’s access to the Zealway Limited Website for a period of time for reasons including, without limitation, to prevent or otherwise limited unfulfilled orders
   4. Transfer Restrictions. The following restricted items may not be transferred via the Zealway Limited Website: people or animals of any size, illegal items, fragile items, dangerous items (like weapons, explosives, flammables, etc.), stolen goods, or any items that Merchant does not have permission to transfer. Zealway Limited  UK reserves the right to prohibit transfer of additional Items at its sole discretion.
3. Marks.
   1. Marks. Subject to this Agreement, each party hereby grants to the other party (and, in the case of Zealway Limited  UK, to its Affiliates) a limited, non-exclusive and non-transferable license during the Term to use such party’s respective Marks, on a royalty free basis, in connection with the activities related to this Agreement. This license includes the right to reproduce, adapt and represent (in connection with all or part of the activities related to this Agreement) the Marks for the entire world, using all means and media, and without any restriction of any kind as regards exploitation methods, number of prints, dissemination or utilisation. All uses of a party’s Marks (owned or licensed, as applicable) by the other party will be in the form and format specified or approved by the party that owns (or is a licensee of, as applicable) such Marks. Other than as specifically set forth in this Agreement, neither party will use the other party’s Marks without the prior, express, written consent of the other party. Any use or display of Merchant’s Marks by Zealway Limited  in connection with making Items available through the Zealway Limited Website in the ordinary course of business will not require any such prior, express, written consent. All goodwill related to the use of a party’s Marks by the other party will inure to the benefit of the party that owns (or is a licensee of, as applicable) such Marks. Except as expressly set forth herein, neither party will be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights. All rights not granted are expressly reserved. Merchant agrees that it will not, and will ensure that Aggregator Couriers do not, try to register or otherwise use and/or claim ownership in any of the Zealway Limited  Marks, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services.
4. Marketing and Promotional Activities.

• 1. Marketing. Zealway Limited  may showcase the availability of Merchant’s Items via the Zealway Limited Website through various promotional activities including, without limitation, social media channels, websites, advertisements, blogs or other media available now or hereinafter created. Zealway Limited  (or a party designated by Zealway Limited  acting on Zealway Limited ’s behalf) may create video, still images and/or other materials for marketing and other efforts related to the Zealway Limited Website (“Zealway Limited  Eats Marketing Materials”). Merchant agrees that Zealway Limited  Eats Marketing Materials (including, without limitation, all intellectual property rights therein) are and will remain the sole and exclusive property of Zealway Limited . Additionally, if Merchant Marketing Materials are used in connection with the display of Merchant’s Items on the Zealway Limited Website, Merchant hereby grants Zealway Limited  a non-exclusive, royalty free right to use, reproduce, adapt, represent, and display such Merchant Marketing Materials in connection with Merchant’s Items and other promotional activities relating to the Zealway Limited Services, for the entire world, during the Term, using all means and media, and without any restriction other than as required by Applicable Law as regards exploitation methods, number of prints, dissemination or utilisation.
  2. No Additional Amounts. Merchant acknowledges and agrees that, through advertising and marketing, Zealway Limited  may seek to attract new merchants to Zealway Limited  Eats and to increase existing users of the Zealway Limited Services and Zealway Limited Website. Merchant acknowledges and agrees such advertising or marketing does not entitle Merchant to any additional monetary amounts beyond the amounts expressly stated in this Agreement.
  3. Merchant Promotional Offers. Zealway Limited  UK may authorize Merchant to use certain automated tools that allow Merchant to provide promotional Offers to Customers through the Zealway Limited Website in accordance with the terms of this Agreement. Merchant agrees that it is solely responsible for fulfilling and, subject to technical and functional limitations of the automated tools, defining the Offers provided by Merchant to its Customers.
     1. Merchant Promotional Offers. Subject to this Agreement and any other guidelines or eligibility criteria for Offers that Zealway Limited  UK may make available from time to time, Zealway Limited  UK hereby authorizes Merchant to use Zealway Limited ’s proprietary, automated tools (“Offer Tools”) to create and provide Offers to Customers. Unless otherwise specified by Zealway Limited , Merchant will be solely responsible for defining each Offer (within the scope of functionality provided by the Offer Tools), including, without limitation, the start date, end date, and budget for each Offer. Each Offer will be subject to Zealway Limited ’s prior written approval. Merchant is responsible for providing to Zealway Limited  Offer Materials in a format and within deadlines specified by Zealway Limited  UK for such to be reproduced for the provision of the Offer to Customers.
     2. Enhanced Promotional Placements. Subject to Zealway Limited Website functionality, Zealway Limited  UK may provide enhanced promotional placement or other visual treatment for the Offers through the start and end date identified by Merchant. Merchant acknowledges that the time period of enhanced promotional placement for an Offer (if applicable) may vary due to a number of factors including Merchant’s budget, the start and end date for an Offer, and other Zealway Limited Website functionality.
     3. Merchant’s Responsibilities. Merchant will honor and fulfill the terms of the Offer. Merchant represents and warrants that Merchant will run all Offers in accordance with all Applicable Laws which apply to the Offers. Merchant represents and warrants that Merchant possesses all necessary authority, rights, licenses, consents and permissions to run the Offer (including, without limitation, the rights to any Offer Materials provided to Zealway Limited ). Merchant will not use an Offer to make charitable donations. For free or reduced Delivery Charge Offers, Merchant will be solely responsible for the reduction to the amount that Zealway Limited  UK collects from Customers with respect to the Delivery Charge.
     4. Reporting and Offer Costs. Zealway Limited  UK will use good faith efforts to provide Merchant with reasonable information regarding Merchant’s Offers, which may include, without limitation, the Offer Costs and the number of Items sold in connection with an Offer. Zealway Limited  UK, in its sole discretion, may highlight Offers and/or the results of Offer in its own marketing materials.
     5. Service Fees. For Items where an Offer has been applied as a discount to the Retail Price of the Item, Zealway Limited  UK will charge Merchant a Service Fee based on the discounted Retail Price and not the full Retail Price. If Merchant’s Offer consists of a discount on delivery, the Service Fee will be calculated as described in the Agreement and will not change. Merchant agrees that Merchant is solely responsible for Offer Costs and that Zealway Limited  UK may deduct Offer Costs from Merchant’s Item Revenue. If Merchant is paid for an Item, it is responsible for the Service Fee and relevant Offer Costs.
     6. Modification, Suspension, Discontinuation. Zealway Limited  UK reserves the right, at any time, temporarily or permanently, in whole or in part, to modify, suspend or discontinue the Offer Tools or the ability for Merchant to provide Offers. Merchant agrees that neither Zealway Limited  nor any of its Affiliates shall be liable to Merchant (or to any third party) for the Offer or the Offer Tools, including for any modification, suspension or discontinuance of the Offer or the Offer Tools or providing Merchant with the ability to provide Offers.
  4. Ranking. We may use certain parameters to determine how prominently Merchants appear in the Zealway Limited Website (the “Parameters”). These Parameters are selected to optimise the marketplace experience for all users of the Zealway Limited Website, including you, Customers and Couriers. The main Parameters used for ranking include the time you have been on the Zealway Limited Website, customer preferences (evidenced, for example, by previous orders, searches or clicks), cuisine types, promotional offers, contextual factors (for example, the time of day, the day of the week), past ordering experiences (based, for example, on feedback, acceptance of orders and preparation time), availability, pricing, profitability (for Zealway Limited  UK), basket size, estimated delivery time, delivery zone and any paid advertising you place on the Zealway Limited Website. The Parameters are taken into account any time merchants are displayed in the Zealway Limited Website, including in response to a Customer’s search query and in the home feed. You can influence how prominently you appear in the Zealway Limited Website by making promotional offers, placing paid advertising, and receiving positive feedback from Customers and Couriers. Zealway Limited  UK shall provide you with fifteen (15) days’ notice of important changes to the Parameters.
  5. Publicity. Except as may be expressly set forth in this Agreement or otherwise agreed by the parties in writing, neither party may issue a press release or otherwise refer to the other party in any manner with respect to this Agreement or otherwise, without the prior written consent of such other party.

1. Virtual Restaurants.
   1. Definition. A Merchant who currently offers Meals via the Zealway Limited Website may, under certain conditions, operate a Virtual Restaurant. All Virtual Restaurant Meals are sold by Merchant.
   2. Merchant’s Responsibilities. Without prejudice to any other provision of this Agreement, a Merchant operating a Virtual Restaurant must adhere to the following conditions:
      1. Merchant represents and warrants that Merchant will prepare and sell all Meals from Virtual Restaurant at Merchant’s restaurant premises.
      2. If this premises address changes, Merchant will provide Zealway Limited  UK with no less than seven (7) days’ advance written notice.
      3. The Virtual Restaurant trading name is Merchant’s Mark and is subject to the indemnification provision of the Agreement. Merchant represents and warrants that (A) the Virtual Restaurant trading name does not infringe, misappropriate, or otherwise violate any third party’s intellectual property or other proprietary rights and (B) it has the right to display the Virtual Restaurant trading name on the Zealway Limited Website. Merchant agrees that Zealway Limited  UK may remove Virtual Restaurant from the Zealway Limited Website if Zealway Limited  UK reasonably believes that it may infringe, misappropriate, or otherwise violate any intellectual property or other proprietary rights.
      4. Zealway Limited  may provide Merchant with Virtual Restaurant Data. Merchant agrees that any Virtual Restaurant Data provided by Zealway Limited  or its Affiliates to Merchant constitutes Confidential Information.
2. Confidential Information; Personal Data; Feedback.
   1. Definition. Each Recipient agrees that it will not disclose the Discloser’s Confidential Information to any third parties other than Representatives, or use it in any way other than as necessary to perform this Agreement. Each Recipient will ensure that Confidential Information will only be made available to those of its Representatives who have a need to know such Confidential Information and who, prior to any disclosure of such Confidential Information, are bound by written obligations of confidentiality with respect to such Confidential Information that are no less stringent than those set forth in this Agreement. Recipient will cause its Representatives to comply with the terms of this Agreement and will be solely responsible for any breach of this Agreement by any of its Representatives. Each Recipient will not, and will not authorize others to, remove or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information. The foregoing prohibition on use and disclosure of Confidential Information will not apply to the extent: (i) the Discloser has authorized such use or disclosure (and Merchant hereby authorizes Zealway Limited  UK to disclose the terms of this Agreement to Merchant’s franchisees in connection with executing contracts that reference this Agreement with such franchisees) and (ii) a Recipient is required to disclose certain Confidential Information of the Discloser as a matter of law or by order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose (to the extent legally permissible) and reasonably assist in obtaining a protective order prior to making such disclosure. Upon expiration or termination of this Agreement and as requested by Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form. Neither party makes any representation or warranty that Confidential Information is complete or accurate; all Confidential Information is provided “as is”.
   2. Privacy. Merchant agrees to use Personal Data provided to Merchant by Zealway Limited  UK solely for the purpose of providing Items to Customers under this Agreement. Merchant agrees to use Personal Data provided to Merchant by Zealway Limited  UK solely by using the Zealway Limited  Tools provided by Zealway Limited  UK and shall not copy, store, retain, remove from the Zealway Limited  Tools or otherwise process the Personal Data. Only in the Aggregator Method, Merchant is permitted to copy Personal Data provided via the Zealway Limited  Tools and share it with its Aggregator Couriers for the sole purpose of providing Items to Customers in accordance with this Agreement, and will be responsible for compliance with applicable data protection regulations as a data controller, or the responsible party, for such Personal Data as specified in clause 5(a) of the Aggregator Method Specific Supplemental Terms. In respect of any Personal Data transferred by Zealway Limited  UK to Merchant, the parties agree that they shall enter into the Data Processing Agreement (controller to controller) in substantially the form attached hereto, included as part of the Aggregator Method Specific Supplemental Terms.
   3. Aggregate Data. Merchant acknowledges that Zealway Limited  may use aggregate, anonymized data related to Merchant’s transactions in connection with the Zealway Limited Services (“Aggregate Data”) and may share Aggregate Data with a commercial partner to achieve any commercial purpose, as described in paragraph (h) below. If Merchant allows a third party to provide technology services to Merchant in connection with Merchant’s obligations under this Agreement, then Zealway Limited  may share Aggregate Data with such third party to enable the provision of Zealway Limited Services to Merchant.
   4. Third Party Disclosure. Merchant acknowledges that Zealway Limited  may share Merchant contact information (including name, address, email, and phone number) with third parties necessary to Merchant’s onboarding on the Zealway Limited Website, including logistics and/or delivery service providers (for the delivery of Devices or other equipment), as well as photography services (for any photography which may be provided by a third-party provider on behalf of Zealway Limited ).
   5. Passwords. Merchant is responsible for maintaining the integrity of information related to Merchant’s access and use of the Zealway Limited  Tools and related Zealway Limited Services, including any password, login or key information. Merchant represents and warrants that Merchant will not share such information with any third party.
   6. Data Identification Restriction. Without limiting any other provision of this Agreement, including any provision in this clause, Merchant will not merge any of the data collected or otherwise obtained in connection with this Agreement, including, without limitation, any Personal Data, with other data collected from any source or otherwise use any of the data collected or otherwise obtained in connection with this Agreement, including, without limitation, any Personal Data, for the purpose of re-identification, targeted marketing, analytics or any other similar purpose.
   7. Feedback. Merchant may, but is not obligated to, provide or otherwise make available to Zealway Limited  certain feedback, suggestions, comments, ideas, or other concepts relating to Zealway Limited ’s products and services (“Feedback”). However, to the extent that Merchant provides or otherwise makes available Feedback to Zealway Limited , Merchant hereby grants to Zealway Limited  a perpetual, irrevocable, worldwide, royalty free, fully sublicensable right to use, reproduce, adapt, represent and otherwise exploit such Feedback, during the Term, using all means and media, and without any restriction of any kind with regard to exploitation methods, number of prints, dissemination or utilisation.
   8. Access to Zealway Limited  Data. The Zealway Limited  Data you have access to through your use of the Zealway Limited Services and Zealway Limited  Tools, includes onboarding data (e.g. bank account information, contact information, KYC information), operational data (e.g. order history, delivery information and other metrics), financial data (e.g. Item Revenue due to you, Fees due to Zealway Limited  UK, past payout amounts), and feedback (from Customers and Couriers). After expiry or termination of this Agreement, you will lose access to Zealway Limited  Data. Zealway Limited  has access to Zealway Limited  Data via the Zealway Limited  Tools and may use it for the purposes described in Zealway Limited ’s Privacy Notice and for commercial purposes, unless expressly prohibited by this Agreement. Zealway Limited  may share data with third parties as described in its Privacy Notice (available at privacy.Zealway Limited .com), for example with service providers that assist Zealway Limited  UK in providing the Zealway Limited Services, and it is not possible for Merchant to opt-out of such sharing. Zealway Limited  may also share Aggregate Data with selected partners for commercial purposes related to the Zealway Limited Website (“Partner Sharing”). It is not possible for Merchant to opt-out of Partner Sharing, however Merchant’s data is not individually identifiable within Aggregate Data. In case Zealway Limited  Data is also considered, in accordance with applicable laws, Merchant’s Personal Data, the information provided in, and the rights afforded under, Zealway Limited ’s privacy notice shall, in case of a conflict, supersede this paragraph. 
3. Indemnification.
   1. Indemnified Claims. Each party (the “Indemnifying Party”) will indemnify, defend and hold harmless the other party, its affiliates and their respective directors, officers, employees and agents (the “Indemnified Party”) from and against any and all claims, damages, liabilities, causes of action, and losses (including reasonable attorney’s fees) (collectively, “Losses”) with respect to any third party claim arising out of or related to: (i) the negligence or willful misconduct of the Indemnifying Party or its employees or agents (in Merchant’s case, including Aggregator Couriers but excluding Zealway Limited  and Marketplace Couriers to the extent they are Merchant’s agents) in their performance of this Agreement; (ii) any claims that, if true, would be a breach of any of the Indemnifying Party’s (in Merchant’s case, including via Aggregator Couriers) representations, warranties or covenants in this Agreement; and (iii) any claims that the Indemnifying Party’s Marks infringe a third party’s intellectual property rights, as long as such Marks have been used in the manner approved by the Indemnifying Party.
   2. Merchant will indemnify, defend and hold harmless the Zealway Limited  Indemnified Parties from and against any and all Losses with respect to any third party claim arising out of or related to: (A) Merchant’s violation or alleged violation of any applicable retail food or other health and safety code, rule or regulation, (B) Merchant’s failure to determine the applicable VAT and other fees charged; (C) Merchant’s failure to apply correct VAT rates, including those rates adjusted by Zealway Limited  on Merchant’s behalf; (D) VAT, other fees, penalties, interest and other costs related to Merchant’s obligations; (E) Merchant copying, storing, retaining, removing from the Zealway Limited  Tools or otherwise processing the Personal Data, except as permitted by clause 11(b) of these General Supplemental Terms; (F) any third party claim for actual or alleged infringement of a third party’s intellectual property or other proprietary rights arising out of or in connection with any: (i) Merchant Marketing Materials; and/or (ii) Offer run by Merchant and use of Offer Materials; and/or (G) any third party claim arising out of or in connection with the manufacture, production, distribution, handling, advertising, consumption or use of, or otherwise relating to, any Offer run by Merchant, whether or not any claim arises during the Term of the Agreement, except in the case of each of (A)-(E) above, to the extent such harm was directly caused by the gross negligence or willful misconduct of Zealway Limited  or its employees, agents or Couriers. With respect to the indemnities in (F) and (G) above, approval by an Zealway Limited  Party of any Offer or use of any Offer Materials shall not affect this right of indemnification.
   3. Procedure. Each Indemnified Party will provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defence of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defence of a claim, at Indemnifying Party’s expense.
4. Insurance. During the Term and for one (1) year thereafter, each party will maintain Public and Products Liability and, if required by law, Employer’s Liability insurance. The Public and Products Liability insurance policy limits will be not less than one million pound sterling (£1,000,000) combined single limit per occurrence for bodily injury, death and property damage liability, and two million pound sterling (£2,000,000) in aggregate. All policies will be written by reputable insurance companies with a Best’s policyholder rating of not less than A-. Merchant shall not cancel or materially reduce its insurance without thirty (30) days’ prior written notice to Zealway Limited  UK. Upon a party’s request, the other party will provide evidence of the insurance required herein. In no event will the limits of any policy be considered as limiting the liability of a party under this Agreement.
5. Auditing/Investigations. During the Term of the Agreement and for a period of 12 months after expiry or termination of it, on:
   1. an annual basis; and/or
   2. in case of any suspected or actual breach of (a) the Community Guidelines or any other code of conduct applicable to Merchant, (b) the Agreement, or (c) any of Merchant’s obligations under any applicable labour, anti-slavery or anti-bribery and corruption provisions, laws, regulations, guidelines and codes by Merchant or any Representative;

Zealway Limited  UK shall have the right to audit (directly or indirectly) at Merchant’s offices, or request and receive copies of, any or all of Merchant’s records including, but not limited to payroll slips, social contribution expenses, tax returns, receipts and expenses, at Merchant’s cost, subject to at least twenty four (24) hours’ written notice. Merchant shall also inform Zealway Limited  UK immediately in writing should it or any Representative be under investigation by any relevant authority in relation to any such potential or actual breach. Zealway Limited  reserves the right to send Merchant questionnaires to assess compliance with the Agreement, to which Merchant agrees to reply within twenty-four (24) hours from the moment the questionnaire is sent, or a different deadline if specified in the questionnaire.

1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws as specified in the Order Form without regard to its conflict of laws provisions.
2. In case you face issues using the Zealway Limited Services and/or have complaints about the Zealway Limited Services or this Agreement, you can contact us free of charge via the ‘Help’ section in the Zealway Limited  Tools or by visiting https://help.Zealway Limited .com/restaurants so our support team can follow up. We will inform you of the outcome within a reasonable period of time.
3. Dispute Resolution. In the event of any Dispute arising out of or in connection with the Agreement, the parties agree in the first instance to discuss and consider referring the Dispute to mediation in accordance with the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure (https://www.cedr.com). The parties remain free to jointly identify any mediator of their choice in the event of a Dispute.
4. General.
   1. Waiver. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.
   2. Modification. Any modification or amendment to the Order Form shall be effective only if in writing and signed by both parties, provided that Zealway Limited  reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. Any modification or amendment to the Supplemental Terms shall be in accordance with clause II(B) of the Order Form.

• 1. Severability. If any provision of the Agreement is held to be illegal, invalid or unenforceable, in whole or in part, such provision or part thereof shall to that extent be deemed not to form part of the Agreement but the legality, validity and enforceability of the remainder of the Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable (part of the) provision with a (part of a) provision that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable (part of the) provision, given the contents and purpose of the Agreement.

• 1. Force Majeure Event. Any delay in or failure by either party in the performance of this Agreement shall be excused if and to the extent such delay or failure is caused by a Force Majeure Event. The affected party will promptly notify the other party upon becoming aware that any Force Majeure has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under the Agreement.
  2. Assignment. Merchant may not assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of Zealway Limited  UK. Zealway Limited  UK may assign or transfer this Agreement or any or all of its rights or obligations hereunder, in whole or in part, under this Agreement without consent or notification. Zealway Limited  UK shall be expressly discharged from all obligations and responsibilities arising after the assignment or transfer. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns.
  3. Relationship between the Parties. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment or worker relationship (including from a labour law, tax law or social security law perspective), between Zealway Limited  UK (and/or its Affiliates) and Merchant or Zealway Limited  UK (and/or its Affiliates) and any Couriers; and (b) except as specified in this Agreement, no joint venture, partnership, or agency relationship exists between Zealway Limited  UK (and/or its Affiliates) and Merchant or Zealway Limited  (and/or Zealway Limited  UK’s Affiliates) and any Couriers. No party shall have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto, in the absence of a separate writing, executed by an authorized representative of the other party. Each party shall be solely responsible for its employees and contractors used in connection with this Agreement. Except as otherwise expressly provided herein with respect to Zealway Limited  UK acting as the limited payment collection agent solely for the purpose of collecting payment from Customers on behalf of Merchant, the relationship between the parties under this Agreement is solely that of independent contractors.
  4. Entire Agreement. This Agreement contains the full and complete understanding and agreement between the parties and supersedes all prior and contemporary understandings and agreements, whether oral or written. In this Agreement, the words “including” and “include” mean “including, but not limited to.”
  5. Third Party Beneficiaries. Merchant acknowledges that there are no third party beneficiaries to this Agreement, except for Zealway Limited  B.V. (in its capacity as agent for Zealway Limited  UK) and Zealway Limited  UK’s Affiliates. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims, except with respect to Zealway Limited  B.V. (in its capacity as agent for Zealway Limited  UK) and Zealway Limited  UK’s Affiliates.

• 1. Liability. Nothing herein limits or excludes (nor is intended to limit or exclude) any statutory rights that Merchant or Zealway Limited  UK may have under Applicable Laws that cannot be lawfully limited or excluded.

• 1. Payment Processing Errors. Zealway Limited  UK reserves the right, in its sole discretion, to seek reimbursement from Merchant if Zealway Limited  UK discovers payment processing errors. Zealway Limited  UK may deduct from Merchant’s Item Revenue, debit Merchant’s payment method on file, or seek reimbursement from Merchant by any other lawful means to correct any errors. Merchant authorizes Zealway Limited  UK to use any or all of the above methods to seek reimbursement.

• 1. Notice. Any notice will be sent to the address of the relevant party listed in the Order Form and deemed duly given: (a) upon actual delivery, if delivery is by hand; or (b) three (3) days after being sent by overnight courier, charges prepaid; or (c) by electronic mail to the designated recipient. 

PAYMENTS TERMS

These Payments Terms of Service (“Payments Terms”) constitute a legally binding agreement between you as Partner (as defined below) on the platforms provided by Zealway Limited  (as defined below) (“Zealway Limited  Platforms“), Zealway Limited  and Zealway Limited  Payments B.V., a private limited company established in the Netherlands, with its head office situated at Mr. Treublaan 7, 1097 DP, Amsterdam, the Netherlands, and registered with the Chamber of Commerce under number 71201157 (“Zealway Limited  Payments”). These Payments Terms govern the Payments Services (as defined below) performed on behalf of Zealway Limited  in connection with activities that take place via the Zealway Limited  Platforms.

The Zealway Limited  Terms of Service and/or the Services Agreement (“Zealway Limited  Terms”) separately govern the use of the Zealway Limited  Platforms and the Zealway Limited  Services. All capitalized terms in these Payments Terms have the meaning set forth in the Zealway Limited  Terms, unless otherwise defined in these Payments Terms.

1. Scope and Use of Payment Services and Qualification of Payments Terms
   1. For any part of the Zealway Limited  Services that constitutes a payment service, Zealway Limited  has engaged Zealway Limited  Payments to provide such payment service on behalf of Zealway Limited  to Partners in connection with activities that take place via the Zealway Limited  Platforms (“Payment Services”). Such Payment Services may consist of payment processing, acquiring of payment transactions (including payment transactions involving E-money), money remittance, the execution of payment transactions and/or other payment services in support of the Zealway Limited  Platforms.
   2. Zealway Limited  Payments may restrict the availability of the Payment Services, or certain services or features thereof, to carry out maintenance measures that ensure the proper or improved functioning of the Payment Services. Zealway Limited  Payments may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time.
   3. Your access to or use of certain Payments Services may be subject to, or require you to accept, additional terms and conditions. If there is a conflict between these Payments Terms and terms and conditions applicable for a specific Payment Service, the latter terms and conditions will take precedence, unless specified otherwise.
   4. These Payments Terms are a framework agreement for the provision of payment services, as referred to in Article 4(21) of PSD 2.
   5. These Payments Terms are applicable from 1 September 2020.
2. Definitions
   1. “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest, the majority of the voting rights of such entity, the ability of such entity to ensure that the activities and business of that Affiliate are conducted in accordance with the wishes of that entity or the right to receive the majority of the income of that Affiliate on any distribution by it of all of its income or the majority of its assets on a winding up.
   2. “Agreement” means the services agreement between Zealway Limited  and the Partner governing the Partner’s use of the Zealway Limited  Platforms, including any general terms and conditions applicable thereto, as amended from time to time.
   3. “Article” means an article in these Payments Terms.
   4. “Business Day” means a day on which banks in the Netherlands are open for regular business.
   5. “Custodian” means the Stichting Custodian Zealway Limited  Payments, a foundation established in the Netherlands, situated at Mr. Treublaan 7, 1097 DP, Amsterdam, the Netherlands, and registered with the Chamber of Commerce under number 71400397 and its successor(s) or assignee(s).
   6. “E-money” means a stored value amount issued by Zealway Limited  Payments to a User that can be used by the User to pay a Partner Charge.
   7. “Fees” means any fee due by the Partner to Zealway Limited  UK or third parties (including the P2P Charge, chargebacks, etc.) pursuant to the Agreement or the Payments Terms.
   8. “P2P Charge” means the amount charged by a Partner to another Partner resulting from a Service provided by a Partner to the other Partner in accordance with the Agreements of each of the Partners. 

Example: when making a delivery on the Zealway Limited  Eats platform, a courier provides a delivery service directly to the restaurant. Under its agreement, the restaurant will be required to pay the couriers for the delivery service provided by the courier to the restaurant. The fee due by the restaurant to the courier is an example of a P2P Charge.

• 1. “Partner” means an independent company or person supplying goods and/or services through the Zealway Limited  Platforms for which it has entered into an Agreement with Zealway Limited  UK.
  2. “Partner Charges” means all amounts charged by a Partner to a User or a Partner (i.e. the P2P Charge) for the provision of the Services. 

Example: examples of a Partner Charge are:

• the fare (including any other charges) charged by a driver to a rider;
• the amount charged by a restaurant to a user ordering from that restaurant;
• the amount charged by a courier to a restaurant for delivery services.
  1. “Payments Terms” means these general terms and conditions for the Payment Services, as amended or restated from time to time.
  2. “Pay-out” means a payment transaction initiated by the Partner of the (entire or part of the) Pay-out Amount.
  3. “Pay-out amount” means the amount administered in the name of the Partner which consists of the Partner Charges plus Zealway Limited  Amounts minus Fees. 

Example: where a driver completes a ride for a rider, the rider is charged a fare. This fare is collected on behalf of the driver and the fees due to Zealway Limited  UK are deducted. The amount of the fare minus the fees is the amount available for pay-out to the driver – this is the Pay-out amount. 

• 1. “Payment Services” means services provided to the Partner by Zealway Limited  Payments on behalf of Zealway Limited  UK, as described in Article 5.
  2. “PSD 2” means the European Union’s revised Payment Services Directive (Directive (EU) 2015/2366).
  3. “Services” means any supplying of goods and/or services provided by the Partner as laid down in the Agreement.
  4. “Zealway Limited ” means Zealway Limited  B.V., a private limited company established in the Netherlands, with its head office situated at Mr. Treublaan 7, 1097 DP, Amsterdam, the Netherlands, and registered with the Chamber of Commerce under number 56317441 and Zealway Limited  Portier B.V., a private limited company established in the Netherlands, with its head office situated at Mr. Treublaan 7, 1097 DP, Amsterdam, the Netherlands, and registered with the Chamber of Commerce under number 65851307 and their respective successor(s) or assignee(s).
  5. “Zealway Limited  Amount” means any applicable payment, incentive or other amount due by Zealway Limited  UK to the Partner under the Agreement.
  6. “Zealway Limited  Payments” means Zealway Limited  Payments B.V., a private limited company established in the Netherlands, with its head office situated at Mr. Treublaan 7, 1097 DP, Amsterdam, the Netherlands, and registered with the Chamber of Commerce under number 71201157 and its successor(s) or assignee(s).
  7. “Zealway Limited  Platforms” means the digital platforms that provide the infrastructure and rules for the digital marketplaces offered by Zealway Limited .

• 1. “User” means the end user which is authorised by Zealway Limited  to use the mobile application of Zealway Limited  in order to use Services. 

1. General information

Contact details:

Zealway Limited  Payments B.V.

Mr. Treublaan 7

1079 DP Amsterdam

The Netherlands

Zealway Limited  Payments B.V. is licensed as an e-money institution (elektronischgeldinstelling) to issue e-money and to provide the payment services of (i) execution of payment transactions (ii) issuing of payment instruments and/or acquiring of payment transactions and (iii) money remittance. Zealway Limited  Payments B.V. is licensed and supervised by the Netherlands Central Bank (De Nederlandsche Bank N.V.) with address: Westeinde 1, 1017 ZN, Amsterdam, P.O. Box 98, 1000 AB Amsterdam, the Netherlands and is also supervised by the Netherlands Authority for Financial Markets (Autoriteit Financiële Markten) with address: Vijzelgracht 50, 1017 HS Amsterdam, the Netherlands.

1. Partner information and personal data
   1. The Partner must provide Zealway Limited  Payments, or a party designated by Zealway Limited  Payments with all data and information requested by or on behalf of Zealway Limited  Payments that Zealway Limited  Payments (in its sole discretion) requires to provide the Payment Services and/or to fulfil its legal obligations. Such information includes (but is not limited to) information necessary for Zealway Limited  Payments to identify the Partner, verify its identity and provide Zealway Limited  Payments with insight into the Partner’s ownership and control structure. At Zealway Limited  Payments first request, the Partner will provide Zealway Limited  Payments with any additional information requested by it.
   2. The Partner represents and warrants that data and information provided by it to Zealway Limited  Payments (or a third party on Zealway Limited  Payments’ behalf) is accurate and complete.
   3. In the event any of the information the Partner has provided to Zealway Limited  Payments under Article 4.1 changes, the Partner will immediately notify Zealway Limited  Payments of such changes via the Zealway Limited  Platforms or via email. Until the moment that Zealway Limited  Payments has received such updated data or information, Zealway Limited  Payments may assume that the data and information provided to Zealway Limited  Payments or the party designated by it are complete and correct.
   4. Subject to all applicable laws, Zealway Limited  Payments may provide to a third party, such as a court of law, a regulatory body or law enforcement, any information (including personal data) about Partners collected and processed for the purpose of providing the Payment Services if: (a) there is a complaint, dispute or conflict between a Partner and a User regarding a payment; (b) it is necessary to enforce the Payments Terms, (c) it is required, in Zealway Limited  Payments’, Zealway Limited ’s, or any Affiliate’s sole discretion, by applicable law or regulation; (d) it is necessary, in Zealway Limited  Payments’, Zealway Limited ’s or any Affiliate’s sole discretion, to (1) protect the safety, rights, property or security of Zealway Limited  Payments, Zealway Limited , the Payments Services or any third party, (2) detect, prevent or otherwise address fraud, security or technical issues, and/or (3) prevent or stop activity which Zealway Limited  Payments, Zealway Limited  or any of its Affiliates, in their sole discretion, consider to be, or to pose a risk of being, illegal, unethical or legally actionable; or (e) it is required or necessary, in Zealway Limited  Payments’, Zealway Limited ’s or any Affiliate’s sole discretion, for insurance or other purposes related to the Partner’s ability to qualify, or remain qualified, to use the Zealway Limited  Services. The Partner understands that Zealway Limited  Payments may retain Partner’s personal data for legal, regulatory, safety, and other necessary purposes after the Agreement is terminated. Zealway Limited  Payments processes personal data in accordance with the Zealway Limited  privacy policy at https://privacy.Zealway Limited .com/policy .
   5. When entering into the Payments Terms, Zealway Limited  and Zealway Limited  Payments will ask for the Partner’s consent in accordance with Article 94 PSD 2 to access, process and retain personal data necessary for the provision of the Payment Services. The Partner can revoke the consent given in accordance with this clause at any time. If the Partner revokes the consent, the Partner will not be able to use any Zealway Limited  Services and Zealway Limited  will have to terminate the Agreement.
2. Payment services provided by Zealway Limited  Payments on behalf of Zealway Limited
   1. Zealway Limited  Payments enables the Partner to receive payments from the User or another Partner for Services that the Partner provides through an Zealway Limited  Platform. The Partner therefore agrees that Zealway Limited  Payments will accept and process payment transactions, including E-money transactions. More specifically, Zealway Limited  Payments receives any funds due by the User or another Partner (the Partner Charges) or Zealway Limited  (the Zealway Limited  Amounts) on behalf of the Partner. Upon receiving the funds, Zealway Limited  Payments deducts any applicable Fees and pays out the remainder to the Partner (the Pay-out Amount) as set-out in Article 7.
   2. Zealway Limited  Payments administers the Pay-out Amount in the name of the Partner. Zealway Limited  Payments will only transfer the Pay-out Amount to a Partner (Pay-out) if it has received the full amount (including Fees) from a User or another Partner or another payment service provider (and in the event of an Zealway Limited  Amount, from Zealway Limited ) for the Services and if such transfer is in accordance with the Agreement and the Payments Terms. 
3. Partner Charges and P2P Charges
   1. On behalf of Zealway Limited  UK, Zealway Limited  Payments will collect the Partner Charges due to the Partner for the Services provided. Any such Partner Charges will be received by the Custodian or, if received by Zealway Limited  Payments, be transferred to the Custodian as soon as possible. Zealway Limited  Payments will on behalf of Zealway Limited  subsequently arrange for Pay-out of the Pay-out Amount to the Partner in accordance with the terms and conditions of the Agreement.
   2. Zealway Limited  Payments will transfer the P2P Charge for the provided Services on behalf of the Partner that owes the P2P Charge to the Partner to which the P2P Charge is due (for which latter Partner Zealway Limited  Payments receives the P2P Charge as a Partner Charge). Any such transfer of the P2P Charge will be administered by the Custodian.
   3. Zealway Limited  Payments will transfer the Pay-out Amount to the Partner in the currency in which the Partner Charge was received by the Custodian.
   4. Zealway Limited  Payments will arrange for Pay-out to the bank account as designated by the Partner on the relevant Zealway Limited  Platform. The Partner may only designate a bank account that is administered in its own name for Pay-out. Any changes of the bank account must be notified to Zealway Limited  Payments as soon as possible. The Partner represents and warrants that the bank account designated by it on the Zealway Limited  Platform is a bank account administered in its own name.
   5. The Partner authorizes Zealway Limited  Payments to use the Partner Charges (including for the avoidance of doubt, the P2P Charge) to satisfy all claims of Zealway Limited  or third parties vis-à-vis the Partner under or pursuant to the Agreement and/or the Payments Terms. Zealway Limited  Payments is authorized to deduct the amount of such claims from the Partner Charges and transfer such amounts to Zealway Limited  and itself. Zealway Limited  Payments shall in this respect be entitled to solely rely on the information it receives from Zealway Limited  as binding evidence of such amounts due by the Partner. The Partner may provide evidence to the contrary.
4. Pay-out
   1. Zealway Limited , Zealway Limited  Payments and the Partner can agree that Pay-out takes place on a specific incidental or recurring date. Such agreement constitutes an instruction for Pay-out. Such instruction for Pay-out will be regarded as having been received by Zealway Limited  Payments on the moment that the Partner indicates on the relevant Zealway Limited  Platform that it wishes to receive Pay-out and the agreement to that instruction has been confirmed by Zealway Limited  on its behalf and on behalf of Zealway Limited  Payments.
   2. Any instruction for Pay-out received by (or on behalf of) Zealway Limited  Payments (a) on a day that is not a Business Day or (b) after 17:00 Amsterdam time on a Business Day will be regarded as having been received on the next Business Day.
   3. If Pay-out takes place in euros, Zealway Limited  Payments will ensure that the account of the bank holding such account is credited with the Pay-out amount no later than on the end of the first Business Day immediately following the receipt of the instruction for Pay-out in accordance with these Payments Terms.
   4. If Pay-out takes place in a currency of an EEA country, but other than euros, Zealway Limited  Payments will ensure that the account of the bank holding such account is credited with the Pay-out amount no later than the end of the fourth Business Day following the receipt of the instruction for Pay-out in accordance with these Payments Terms.
   5. In all circumstances other than as described in Articles 7.3 and 7.4, Zealway Limited  Payments will ensure that Pay-out takes place within a reasonable term.
   6. Zealway Limited  Payments will make the Pay-out Amount available for Pay-out to the Partner as soon as the amount has been credited to the Custodian’s bank account.
5. Refusal and limitations on Pay-out
   1. Zealway Limited  Payments may at any time (at its own discretion) decide not to pay-out any Pay-out Amount to a Partner if:

• an attachment has been levied under Zealway Limited  Payments and/or the Custodian in respect of the Partner;
• transferring such an amount would conflict with the law or other applicable national or international regulations, relevant guidance or instructions from a competent regulator or a binding judicial order or verdict;
• Zealway Limited  Payments considers it reasonable and necessary not to the pay-out such amount, for example because that would conflict with its internal policies or applicable procedures;
• the Partner acts in violation of the Agreement or the Payments Terms;
• Zealway Limited  UK or Zealway Limited  Payments has a suspicion of fraud by the Partner.
  1. For compliance or operational reasons, Zealway Limited  Payments may limit the amount of each individual Pay-out. If the total amount owed to a Partner is at any time higher than the limit determined by Zealway Limited  Payments in accordance with the previous sentence, Zealway Limited  Payments may initiate a series of Pay-outs in one day or on subsequent days.
  2. If Zealway Limited  Payments refuses Pay-out, Zealway Limited  or Zealway Limited  Payments will notify the Partner as soon as possible of the reasons for this refusal and of the procedure for correcting any factual errors that led to the refusal, and no later than the end of the periods indicated in Articles 7.3 – 7.5, as applicable. Any such notification will be made through the Zealway Limited  Platforms. Zealway Limited  and Zealway Limited  Payments shall not be required to notify the Partner if such notification is prohibited by the laws applicable to it or is prohibited by a competent court or regulator.
  3. Zealway Limited  Payments may limit or temporarily or permanently suspend a Partner’s access to the Payment Services (i) to comply with applicable law, or the order or request of a court, law enforcement, a regulator or other administrative agency or governmental body, or if (ii) a Partner has breached the Payments Terms, the Agreement, applicable laws, regulations or third-party rights, (iii) a Partner has provided inaccurate, fraudulent, outdated, or incomplete information under the Payments Terms or the Agreement, or (iv) Zealway Limited  Payments believes in good faith that such action is reasonably necessary to protect the personal safety or property of Zealway Limited , Zealway Limited  Payments, the Custodian, Users, other Partners, or third parties, or to prevent fraud or other illegal activity.
  4. Partners are responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to the use of the Payment Services. In connection with the use of the Payment Services, Partners may not and Partners agree that they will not and will not assist or enable others to:
     • 1. breach or circumvent any applicable laws or regulations, agreements with third parties, third-party rights, the Agreement and/or the Payments Terms;
       2. use the Payment Services for any commercial or other purposes that are not expressly permitted by the Agreement and/or the Payments Terms;
       3. take any action that damages or adversely affects, or could damage or adversely affect, the performance or proper functioning of the Payment Services;

1. Incorrect processing of payments
   1. Zealway Limited  Payments will take all reasonable steps to rectify any payment processing errors. These steps may include crediting or debiting (as appropriate) the Partner in Zealway Limited  Payments’ administration. These actions may be performed by Zealway Limited  Payments or a third party.
   2. If Zealway Limited  Payments processes a Pay-out on the basis of the International Bank Account Number (IBAN) (or other unique identifier) provided by the Partner, Zealway Limited  Payments is deemed to have correctly processed the Pay-out. Zealway Limited  Payments is not obliged vis-à-vis the Partner to check whether the IBAN given to Zealway Limited  Payments is correct and whether the name and IBAN of the account holder to which the Pay-out is made correspond.
   3. Zealway Limited  Payments will not be liable for Pay-outs if the Partner provides an incorrect IBAN. The Partner may request Zealway Limited  Payments to assist in retrieving the amount transferred to an incorrect IBAN provided by the Partner, in which case Zealway Limited  Payments will undertake reasonable efforts to assist the Partner, including providing the Partner with relevant information in Zealway Limited  Payments’ possession that the Partner needs for reclaiming the amounts paid. Fees may be charged for this assistance.
2. Interest 

Zealway Limited  Payments will not pay any interest over the Pay-out Amount or any other funds held by Zealway Limited  Payments or the Custodian and designated for a Partner.

1. Costs
   1. Fees for providing the Payment Services form part of the fee agreed in the Agreement. Zealway Limited  Payments will not charge any additional fees to such fees agreed upon under the Agreement.
   2. Any other costs pursuant to the Payments Terms shall be for the account of the Partner and due to Zealway Limited  as Fees.
2. Liability
   1. Zealway Limited  Payments, the Custodian and each of their Affiliates are not liable under or relating to the Agreement or the Payments Terms for any of the following damages, irrespective of whether it is based on a contract, wrongful act or any other legal theory, even if a party has been informed about the possible occurrence of the damage: (i) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or (ii) Partner’s or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage.
   2. The Partner confirms and agrees that all claims that the Partner has or means to have against Zealway Limited  Payments, the Custodian and each of their Affiliates and subsidiaries should be disclosed to Zealway Limited  Payments within one (1) year after the event that gave rise to the claim and that the Partner forfeits all such claims if it fails to meet this obligation. These limitations do not intend to limit or exclude the liability of Zealway Limited  Payments and its Affiliates and subsidiaries in a manner that contravenes the applicable law.
3. Indemnification

The Partner shall indemnify, defend (at Zealway Limited ’s option) and hold harmless Zealway Limited , Zealway Limited  Payments, the Custodian and each of their Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) Partner’s breach of its representations, warranties or obligations under the Payments Terms; or (b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to Partner’s provision of Services.

1. Term and Termination
   1. The Payments Terms commence on the later of (i) the date on which they become applicable in accordance with Article 1.5 or (ii) the date on which the Agreement is entered into by the Partner and shall continue until terminated as set forth herein.
   2. The Payments Terms are terminated with immediate effect in the event of the termination of the Agreement between Zealway Limited  and the Partner.
   3. In addition, Zealway Limited  Payments may immediately, without notice terminate the Agreement if (i) a Partner has materially breached an obligations under the Payments Terms; (ii) a Partner has provided inaccurate, fraudulent, outdated, or incomplete information; (iii) a Partner has violated applicable laws, regulations, or third-party rights; (iv) the Partner is declared insolvent or bankrupt, or the Partner has submitted or sent a request for deferment of payment (or any similar action or event) to Zealway Limited  or Zealway Limited  Payments or (v) Zealway Limited  Payments believes in good faith that such action is reasonably necessary to protect other Partners, Zealway Limited , Zealway Limited  Payments, the Custodian or third parties (for example in the case of fraudulent behavior of a Partner).
   4. In addition, Zealway Limited  Payments is entitled to terminate the Payments Terms or to immediately suspend the Partner, without prior notice, if the provision of the Services by the Partner through the Zealway Limited  Platforms is no longer in accordance with the applicable law or the standards and policies of Zealway Limited  or as otherwise set out in the Agreement or the Payments Terms.
   5. A notice by the Partner to Zealway Limited  Payments to terminate the Payments Terms may be deemed by Zealway Limited  as a notice to terminate the Agreement.
   6. If the Payments Terms are terminated, Zealway Limited  Payments will not accept any new Partner Charges and will Pay-out any Pay-out Amount to the Partner (if any) as soon as possible in accordance with the final sentence of Article 6.1. The Payments Terms shall survive up and until the moment that all outstanding payment obligations of Zealway Limited  Payments and the Partner have been satisfied.
2. Modification and additional terms
   1. Zealway Limited  Payments reserves the right at any time to modify these Payments Terms with a notice period of 1 months before the proposed date of application, where the modifications take effect after the publication of an updated version of the Payments Terms on the Zealway Limited  Platforms. If there is a change in applicable legislation and/or regulations, Zealway Limited  Payments reserves the right to immediately modify these Payments Terms. Zealway Limited  Payments also reserves the right to modify information that is referred to via hyperlinks in the Payments Terms, if any, as appropriate. The Partner confirms and agrees that by using the services provided via the Zealway Limited  Platforms, the Partner is bound to future modifications and additions to these Payments Terms and information referred to through the hyperlinks contained in these Payments Terms (including modifications and additions in relation to the Partner Charges). Continued use of the Zealway Limited  Services and/or the Payment Services provided via the Zealway Limited  Platforms after such changes means that the Partner agrees to such modifications. In the event that the Partner does not agree to the modified terms, the Partner can terminate the Agreement in accordance with its terms and consequently terminate the Payments Terms free of charge pursuant to Article 14.2.
   2. Additional terms and conditions may apply to the Payment Services. The Partner may, if applicable, be offered these additional terms and conditions. Additional terms and conditions are in addition to, and are deemed to be part of, the Agreement and these Payments Terms. In the event of conflict, the additional terms prevail over these Payments Terms. 
3. Miscellaneous Terms
   1. If any (part of a) provision of these Payments Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions. In that case, the parties will replace the invalid and unenforceable (part of the) provision for a (part of a) provision that is legal, valid and enforceable and which has to the greatest possible extent a comparable effect as the unlawful, invalid or unenforceable (part of the) provisions with regard to the content and the purpose of the Payments Terms.
   2. The Partner does not have the right to assign or transfer the Payments Terms or the rights or obligations arising from it, in whole or in part, without the prior written consent of the Zealway Limited  Payments. Zealway Limited  Payments has the right to assign or transfer the Payments Terms or the rights or obligations arising therefrom in whole or in part without the Partner’s permission.
   3. These Payments Terms, including any additional terms and conditions, constitute the agreement and the arrangement of the parties with respect to the subject and replaces and supersedes all previous and temporary and simultaneous agreements or arrangements regarding the subject matter. In the Payments Terms, the words “inclusive” and “include” mean “including, but not limited to”. The considerations form part of the Payments Terms.
   4. The Partner confirms that there are no external beneficiaries to the Agreement and Payments Terms, other than Zealway Limited  and the Custodian. Nothing that is included in the Payments Terms is intended, or may be construed as creating claims on behalf of third parties. In derogation hereof, Zealway Limited  and the Custodian can benefit from the Payments Terms as a third party beneficiary in respect of the Articles in the Payments Terms conferring rights upon Zealway Limited  and the Custodian. This is a third party stipulation (derdenbeding) as referred to in article 6:253(1) Netherlands Civil Code for the benefit of Zealway Limited  and the Custodian.
   5. Any notice provided by Zealway Limited  and/or Zealway Limited  Payments to the Partner under the Agreement and under these Payments Terms will be sent by e-mail to the e-mail address related to the Partner’s account with Zealway Limited , or by placement on the online portal available to the Partner on the Zealway Limited  Platforms. Any notice from the Partner to Zealway Limited  Payments pursuant to the Payments Terms is provided by contacting Zealway Limited  and/or Zealway Limited  Payments at http://partners.Zealway Limited .com in the “Contact Us” – part of the Zealway Limited  Platforms.
4. Exclusion of relevant statutory provisions
   1. The following provisions of the Netherlands Civil Code do not apply in the relationship between Zealway Limited  Payments and the Partner under the Payments Terms: articles 7:516, 7:517, 7:518 and 7:519, article 7:520(1), article 7:522(3), article 7:527, articles 7:529 to 7:531, article 7:534 and articles 7:543, 7:544 and 7:545 Netherlands Civil Code and all legislation pursuant to and/or based on such articles. Furthermore, if not already covered by the articles referred to in the preceding sentence, the rules regarding provision of information in the Market Conduct Supervision (Financial Institutions) Decree (Besluit gedragstoezicht financiële ondernemingen Wft) that follow from Title III PSD 2 do not apply.
   2. The above contains the exclusion of the relevant provisions of PSD 2 as implemented in Dutch law. Consequently, all rules with regard to the content and provision of the information required by Title III of PSD 2 and the following provisions of Title IV of PSD 2 do not apply to the Payment Services that Zealway Limited  Payments provides under these Payments Terms: article 62(1), article 64(3), article 72, article 74, article 76, article 77, article 80 and article 89 of PSD 2 and all legislation pursuant to and/or based on such articles.
5. Applicable Law and Jurisdiction; Arbitration

The Payments Terms are exclusively governed by Dutch law. Any dispute, conflict or controversy, howsoever arising out of or broadly in connection with or relating to the Payments Terms, including those relating to its validity, its construction or its enforceability, shall be settled in accordance with the terms of the Agreement.

Consent as referred to in Article 94 PSD 2

You hereby give your consent in accordance with Article 94 PSD 2 for Zealway Limited  and Zealway Limited  Payments to access, process and retain personal data necessary for the provision of the Payment Services set out in the Payments Terms. This personal data includes:

• your name, email address, phone number and address;
• trip information;
• payment or banking information (including related payment verification information);
• government identification numbers, driving licence or passport if required by law, and date of birth, photo and signature.

This may be information that you provide directly, Zealway Limited  Payments generates themselves or that Zealway Limited  Payments receives through a third party, such as a business verification service provider, or receives partially from Zealway Limited .

Zealway Limited  Payments uses this information, or shares this information with Zealway Limited , to:

• Verify your identity and where necessary request Zealway Limited  to update the Partner’s account;
• Process or facilitate payments;

For the other uses of your personal data by Zealway Limited  and its affiliates, please check the Zealway Limited  Privacy Policy available at https://privacy.Zealway Limited .com/policy.

In providing the Payment Services, Zealway Limited  Payments will have to share personal data with its vendors, service providers and business partners. These include:

• Zealway Limited  and Zealway Limited  Payments subsidiaries and affiliates;
• Banks and other payment service providers; and
• Business verification service providers.

You can revoke this consent at any time. However, please note that if you revoke this consent, you will not be able to use any Zealway Limited  Services and Zealway Limited  will have to terminate their Agreements with you.

SPECIFIC SUPPLEMENTAL TERMS

MARKETPLACE METHOD 

The following Specific Supplemental Terms govern the use of the Marketplace Method and the general availability of Items via the Zealway Limited Website delivered to Customers by Marketplace Couriers (“Marketplace Items”). All undefined, capitalized terms will have the meaning set forth in the Order Form, the Definitions or the General Supplemental Terms.

1. Marketplace Items. Upon Merchant agreeing to the Order Form, Definitions, General Supplemental Terms and Specific Supplemental Terms governing the Marketplace Method, and contingent upon completion of any additional verification steps, the Zealway Limited  Tools will be made available to Merchant to access and request on-demand delivery services performed by Marketplace Couriers. The Zealway Limited Services in connection with the Marketplace Method include, without limitation: (a) providing on-demand lead generation, logistics, payment processing, marketing, onboarding, operational and other support services in connection with the sale of Marketplace Items by Merchant via the Zealway Limited Website; and (b) enabling Merchant to access and request on-demand delivery services performed by Marketplace Couriers.
2. Payment.
   1. Marketplace Service Fee. In consideration for the Zealway Limited Services in connection with the Marketplace Method, Zealway Limited  UK will charge Merchant a Marketplace Service Fee in the amount set out in the Order Form for each Marketplace Item sold by Merchant via the Zealway Limited Website. Zealway Limited  UK will calculate the Marketplace Service Fee as follows: the Retail Price of the Item(s) sold by Merchant via the Zealway Limited Website (including any VAT) (the “Marketplace Item Payment”) multiplied by the Marketplace Service Fee percentage. The Marketplace Service Fee shall be deemed to be exclusive of VAT).
   2. Marketplace Cash Orders. Zealway Limited  UK may facilitate a delivery option to Customers in the Territory that allows them to pay for a given Marketplace Item provided by Merchant and all associated fees and charges resulting from that transaction in cash (a “Marketplace Cash Order”).
   3. Collections. Notwithstanding the appointment of Zealway Limited  UK by Merchant as its limited payment collection agent under the Agreement, in the event of a Marketplace Cash Order request by a Customer, Merchant authorizes a Marketplace Courier to collect the Marketplace Item Payment sold by Merchant via the Zealway Limited Website (including any VAT). The Marketplace Courier shall be notified of the funds to be collected by the Marketplace Courier (“Marketplace Cash Collections”), exclusive of any gratuities, in the Zealway Limited Website. Zealway Limited ’s and/or its Affiliates’ role as Merchant’s agent with regard to Marketplace Cash Collections shall be to collect the Marketplace Item Payment and Zealway Limited  UK’s Marketplace Service Fee from Marketplace Couriers by either obtaining the funds electronically or offsetting such amounts from funds otherwise due to Marketplace Couriers from their delivery services in aggregate generated on the Zealway Limited Website. Merchant acknowledges and agrees that collection shall be the responsibility of the Marketplace Courier. If for whatever reason Marketplace Courier’s electronic payment to Zealway Limited  and/or its Affiliates is delayed or unsuccessful, Zealway Limited  and/or its Affiliates, in its capacity as Merchant’s collection agent, will act as a fall-back and ensure receipt of payment by Merchant. Merchant acknowledges and agrees that in consideration of Zealway Limited  UK’s provision of lead generation, demand prediction, and other related services provided via the Zealway Limited Website under the Agreement, Merchant owes Zealway Limited  UK the respective Marketplace Service Fee, regardless of collections related to the attempted or completed deliveries. Zealway Limited  UK shall not be deemed to have waived its right to any amounts owed by Merchant if: (a) there are insufficient payment card order to set off against; (b) Merchant does not timely repay any amounts owed to Zealway Limited  UK; or (c) Zealway Limited  elects to require a minimum amount owed prior to initiating collection efforts or otherwise delays collecting amounts owed by Merchant. Zealway Limited  UK reserves the right to suspend Merchant’s account if Merchant maintains a negative balance for more than one (1) week. With each payment statement, Zealway Limited  UK shall report any offsetting and deductions.
   4. Revenue Transfer. Zealway Limited  and/or its Affiliates will transfer to Merchant the total Marketplace Item Payment (including any VAT collected on Merchant’s behalf) earned by Merchant, less the Marketplace Service Fee and any refunds given on behalf of Merchant to Customers (such final transferred amount being the “Marketplace Item Revenue”). The Marketplace Item Revenue will be transferred on a bi-weekly basis. 
3. Batched Trips. Zealway Limited  UK may, at its sole discretion, request for one Marketplace Courier to deliver orders to multiple Customers as part of the same trip (“Batched Trips”). Batched Trips may include multiple orders from Merchant, or one or more orders from Merchant combined with one or more orders from other merchants using the Zealway Limited Website.

AGGREGATOR METHOD

The following Specific Supplemental Terms govern the Aggregator Method and Items delivered to Customers on behalf of Merchant by Aggregator Couriers (“Aggregator Items”). All undefined, capitalized terms will have the meaning set forth in the Order Form, the Definitions or the General Supplemental Terms.

1. Aggregator Items. Upon Merchant agreeing to the Order Form, the Definitions, the General Supplemental Terms and the Specific Supplemental Terms governing the Aggregator Method, and contingent upon completion of any additional verification steps, the Zealway Limited  Tools will be made available to Merchant for it to (a) access and request lead generation, demand prediction, payment processing and other related services in connection with its sale and delivery of Items; and (b) fulfil the delivery of its Items using Aggregator Couriers. Zealway Limited  UK does not provide any delivery services to Merchants or Customers with the Aggregator Method. Rather, Zealway Limited  UK provides lead generation, logistics, demand prediction, payment processing and other related services in connection with the sale and delivery by or on behalf of Merchant of Items to be delivered by Aggregator Couriers.
2. Payment.
   1. Aggregator Service Fee. In consideration for the Zealway Limited Services in connection with the Aggregator Method, Zealway Limited  UK will charge Merchant an Aggregator Service Fee in the amount set forth in the Order Form for each Aggregator Item sold by Merchant via the Zealway Limited Website. Zealway Limited  UK will calculate the Aggregator Service Fee as follows: the Retail Price of the Aggregator Item(s) sold by Merchant via the Zealway Limited Website (including any VAT) (such amount, the “Aggregator Item Payment”) multiplied by the Aggregator Service Fee percentage.
   2. Aggregator Delivery Services. Merchant will pay Aggregator Couriers for their delivery services provided to Merchant at its sole discretion, and Merchant is at all times solely responsible for providing payment to Aggregator Couriers. If Merchant is paid for an order, Merchant is responsible for the Aggregator Service Fee even if an Aggregator Courier is unable to complete the delivery. If applicable, Merchant authorizes Zealway Limited  and/or its Affiliates to collect a delivery charge from Customers on its behalf (the “Aggregator Delivery Charge”).
   3. Aggregator Cash Deliveries. Zealway Limited  UK may facilitate a delivery option to Customers that allows them to pay for a given Aggregator Item provided by Merchant and all associated fees and charges resulting from that transaction in cash (an “Aggregator Cash Order”). Notwithstanding the appointment of Zealway Limited  UK by Merchant as its limited payment collection agent under the Agreement, in the event of an Aggregator Cash Order request by a Customer, Merchant authorizes an Aggregator Courier to collect the Retail Price of the Aggregator Item(s) sold by Merchant via the Zealway Limited Website (including any VAT) together with the Aggregator Delivery Charge from the Customer on behalf of Merchant. The Aggregator Courier shall be notified of the funds to be collected by the Aggregator Courier (“Aggregator Cash Collections”), exclusive of any gratuities, in the Zealway Limited Website. Merchant acknowledges and agrees that collection shall be the responsibility of the Aggregator Courier. Merchant acknowledges and agrees that in consideration of Zealway Limited  UK’s provision of the Zealway Limited Services under the Agreement, Merchant owes Zealway Limited  UK the respective Aggregator Service Fee, regardless of collections related to any attempted or completed deliveries of the Aggregator Items. Zealway Limited  UK shall not be deemed to have waived its right to any amounts owed by Merchant if: (a) there are insufficient payment card order to set off against; (b) Merchant does not timely repay any amounts owed to Zealway Limited  UK; or (c) Zealway Limited  UK elects to require a minimum amount owed prior to initiating collection efforts or otherwise delays collecting amounts owed by Merchant. Zealway Limited  UK reserves the right to suspend Merchant’s account if Merchant maintains a negative balance for more than one (1) week. With each payment statement, Zealway Limited  UK shall report any offsetting and deductions.
   4. Revenue Transfer. Zealway Limited  UK and/or its Affiliates will transfer to Merchant the total (i) Aggregator Item Payment earned by Merchant (other than with respect to Aggregator Cash Orders); (ii) Aggregator Delivery Charge collected from Customers on Merchant’s behalf (other than Aggregator Delivery Charges directly collected by Aggregator Couriers with respect to Aggregator Cash Orders) (iii) gratuity paid by a Customer in respect of delivery services, if applicable, (iv) less (1) the Aggregator Service Fee and (2) any refunds given on behalf of Merchant to Customers (such final transferred amount being the “Aggregator Item Revenue”). The Aggregator Item Revenue will be transferred on a bi-weekly basis.
   5. No Additional Amounts. Merchant acknowledges that the Aggregator Item Payment and, where applicable, the Aggregator Delivery Charge is full payment for the Items and delivery services provided to Customers, although the Zealway Limited Services may provide Customers with the ability to apply a gratuity through the Zealway Limited Services. With regard to cash gratuities provided by a Customer directly to an Aggregator Courier, no portion of that gratuity is owed to or should be paid to Zealway Limited  UK.
3. Aggregator Delivery Terms.
   1. Provision of Delivery Services. If Merchant chooses for delivery services to be fulfilled by an Aggregator Courier, Merchant will need to provide the Aggregator Courier with certain Customer Information provided to Merchant through the Zealway Limited  Tools, including (as applicable) the drop-off location of the applicable Items to be delivered and the name and phone number of the Customer. In order to enhance Customer’s satisfaction with the delivery services, it is recommended that an Aggregator Courier: (i) follow Merchant’s instructions for drop-off details (e.g., the location within the building address to pick-up/drop-off a package, etc.); and (ii) wait at least ten (10) minutes for the Customer to appear at the requested pick-up or drop-off location. Merchant represents and warrants that it shall not, and shall ensure that all Aggregator Couriers do not, contact any Customers or use any of the Customer’s Personal Data collected in the course of providing the delivery services for any reason other than for the purposes of fulfilling delivery services. As between Zealway Limited  and Merchant, Merchant acknowledges and agrees that: (a) Merchant and Aggregator Couriers shall be solely responsible for determining the most effective, efficient and safe manner to perform each instance of delivery services; and (b) except for the Zealway Limited Services and Zealway Limited  Tools, Merchant shall provide all necessary equipment, tools and other materials, at Merchant’s expense, necessary to perform delivery services.
   2. Merchant’s Relationship with Customers. Zealway Limited  UK and its Affiliates are not responsible or liable for the actions or inactions of a Customer in relation to the activities of Merchant, Aggregator Couriers or any Transportation Method. Merchant acknowledges and agrees that each Aggregator Courier shall have the sole responsibility for any obligations or liabilities to Merchant, Customers or other third parties that arise from an Aggregator Courier’s provision of delivery services. Merchant acknowledges and agrees that: (a) Merchant and each Aggregator Courier is solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all Applicable Laws) regarding any acts or omissions of a Customer or other third party; and (b) Zealway Limited  or its Affiliates may release Merchant’s or Aggregator Courier’s contact and/or insurance information to a Customer upon such Customer’s reasonable request (e.g., in connection with an accident).
   3. Merchant’s Relationship with Zealway Limited  UK. Merchant acknowledges and agrees that Zealway Limited  UK’s provision to Merchant of the Zealway Limited Services creates a legal and direct business relationship between Merchant and Zealway Limited  UK. Zealway Limited  UK does not, and shall not be deemed to, direct or control Merchant or its Aggregator Couriers generally or in its or their performance under this Agreement specifically, including in connection with the operation of its business, the provision of delivery services, the acts or omissions of Aggregator Couriers, or the operation and maintenance of any Transportation Method. Merchant and Aggregator Couriers retain the sole right to determine when, where and for how long each of them will utilize the Zealway Limited Services. Merchant will not, and will ensure that its Aggregator Couriers do not: (a) display Zealway Limited  UK’s or any of its Affiliates’ names, logos or colours on any Transportation Method; or (b) wear a uniform or any other clothing displaying Zealway Limited  UK’s or any of its Affiliates’ names, logos or colours. The foregoing does not apply if Merchant and Zealway Limited  UK have agreed otherwise in writing or if so required by law. Merchant acknowledges and agrees that Merchant has complete discretion to operate its independent business and direct its Aggregator Couriers at its own discretion, including the ability to provide services at any time to any third party separate and apart from the delivery services. Merchant understands that it retains the complete right to: (i) provide delivery services to its existing Customers; and (ii) use other software application services in addition to the Zealway Limited Services.
   4. Merchant’s Relationship with Aggregator Couriers. Merchant shall have the sole responsibility for any obligations or liabilities to Aggregator Courier that arise from its relationship with Aggregator Couriers (including the provision of delivery services). Merchant acknowledges and agrees that it exercises sole control over the Aggregator Couriers and will comply with (a) all Applicable Laws (including tax, social security and employment laws where applicable) governing or otherwise applicable to its relationship with Aggregator Couriers; (b) industry best practice in respect of working conditions and compensation for Aggregator Couriers. Notwithstanding Merchant’s rights, if applicable, to take recourse against Aggregator Couriers, Merchant acknowledges and agrees that it is at all times responsible and liable for the acts and omissions of Aggregator Couriers vis-à-vis Customers, Zealway Limited  UK and its Affiliates, even where such liability may not be mandated under Applicable Law. Merchant hereby indemnifies Zealway Limited  UK against any claims brought by or against Aggregator Couriers.
   5. Modern Slavery Prohibition. Merchant shall not engage in any practice which would violate any national or international law regarding slavery or human trafficking. Furthermore, Merchant shall notify Zealway Limited  UK as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain that has a connection with the Agreement. 
4. Aggregator Couriers and Transportation Methods.
   1. Aggregator Courier’s Requirements. Merchant acknowledges and agrees that each Aggregator Courier shall at all times: (i) hold and maintain (A) a valid applicable licence with the appropriate level of certification to operate the Transportation Method assigned to each Aggregator Courier (e.g., a driver’s licence if the Transportation Method is a motor vehicle), and (B) all licences, permits, approvals and authority applicable to Merchant and/or Aggregator Courier that are necessary to provide delivery services to third parties in the Territory; (ii) provide the delivery services in a professional manner with due skill, care and diligence; and (iii) maintain high standards of professionalism, service and courtesy. Merchant will undertake background and driving record checks from time to time, to the extent that such checks would be undertaken by a prudent Merchant exercising reasonable skill and care. Merchant acknowledges and agrees that Zealway Limited  UK reserves the right, at any time in Zealway Limited  UK’s sole discretion, to (i) deactivate or otherwise restrict Merchant from accessing or using the Zealway Limited Services and/or Zealway Limited  Tools, and/or (ii) request that Merchant prevent an Aggregator Courier from providing delivery services on behalf of Merchant in connection with the Zealway Limited Services, in each case if Merchant and/or an Aggregator Courier fails to meet the requirements set forth in this Agreement. In the event that Zealway Limited  requests that Merchant prevents an Aggregator Courier from providing delivery services on behalf of Merchant in connection with the Zealway Limited Services, Merchant shall procure compliance with such request.
   2. Transportation Method Requirements. Merchant acknowledges and agrees that any Transportation Method will at all times be: (i) properly registered and licensed to operate as a delivery vehicle in the Territory (if the Transportation Method is a vehicle); (ii) owned or leased by Merchant, or otherwise in its lawful possession; (iii) suitable for performing the delivery services contemplated by this Agreement; and (iv) maintained in good operating condition, consistent with industry safety and maintenance standards for a Transportation Method of its kind and any additional standards or requirements in the applicable Territory, and in a clean and sanitary condition.
   3. Taxes. Merchant acknowledges and agrees that Merchant is required to: (i) complete all tax registration obligations and calculate and remit all tax liabilities related to the provision of delivery services and receipt of the Zealway Limited Services as required by Applicable Law; and (ii) provide Zealway Limited  UK with all relevant tax information (including a valid VAT number belonging to Merchant and/or any Aggregator Courier, if obtaining a VAT number is required of Merchant and/or any Aggregator Courier by Applicable Law). Merchant further acknowledges and agrees that Merchant and each of its Aggregator Couriers are responsible for taxes on their own income arising from the performance of delivery services. Notwithstanding anything to the contrary in this Agreement, Zealway Limited  UK may in its reasonable discretion, and Merchant accordingly gives consent to Zealway Limited  UK and its Affiliates to, based on applicable tax and regulatory considerations, collect and remit taxes resulting from the provision of delivery services and/or provide any of the relevant tax information Merchant and/or any Aggregator Courier has provided pursuant to the requirement mentioned above, directly to the applicable governmental tax authorities on Merchant’s and/or the applicable Aggregator Courier’s behalf or otherwise.
5. Privacy.
   1. In respect of any Personal Data transferred by Zealway Limited  to Merchant, the parties agree that they shall enter into the Data Processing Agreement (controller to controller) in substantially the form attached at Addendum A. Merchant agrees to retain Personal Data provided to Merchant by Zealway Limited  solely by using the software and tools provided by Zealway Limited  UK, except that Merchant may provide Aggregator Couriers with the Personal Data specified in the Data Processing Agreement between the parties (or any other Personal Data as Zealway Limited  deems required in its sole discretion) to be used by an Aggregator Courier solely for the purpose of delivering the applicable Item(s). To the extent that any Personal Data is printed or written on a receipt and transferred to the Aggregator Courier, Merchant shall procure that (i) the Aggregator Courier transfers such receipt to the Customer on delivery of the Item(s); or (ii), if the delivery services cannot be completed, the Aggregator Courier returns such receipt to Merchant and Merchant disposes of such receipt.
   2. Disclosure of Merchant and Aggregator Couriers’ Confidential Information. Subject to Applicable Law, Zealway Limited  UK and its Affiliates may provide to Merchant, a Customer, an insurance company, commercial partners, and/or relevant authorities and/or regulatory agencies any information (including Personal Data and Confidential Information) about Merchant or an Aggregator Courier or any delivery services provided hereunder if: (i) there is a complaint, dispute or conflict, including an accident, between an Aggregator Courier and Merchant or an Aggregator Courier and a Customer; (ii) it is necessary to enforce the terms of this Agreement; (iii) it is required, in Zealway Limited  UK’s or its Affiliate’s sole discretion, by Applicable Law or regulatory requirements (e.g., Zealway Limited  UK or its Affiliates receive a subpoena, warrant, or other legal process for information); or (iv) it is necessary, in Zealway Limited  UK’s or any Affiliate’s sole discretion, to (A) protect the safety, rights, property or security of Zealway Limited  or its Affiliates, the Zealway Limited Services, the Zealway Limited  Tools or any third party; (B) to protect the safety of the public for any reason including the facilitation of insurance claims related to the Zealway Limited Services; (C) to detect, prevent or otherwise address fraud, security or technical issues; (D) to prevent or stop activity which Zealway Limited  UK or any of its Affiliates, in their sole discretion, may consider to be, or to pose a risk of being, an illegal, unethical, or legally actionable activity; (v) it is necessary, in Zealway Limited  UK’s or any Affiliate’s sole discretion, to achieve any commercial interest or (vi) it is required or necessary, in Zealway Limited  UK’s or any Affiliate’s sole discretion, for insurance or other purposes related to Merchant and/or its Aggregator Couriers. Merchant understands, and will make Aggregator Couriers aware, that Zealway Limited  UK and its Affiliates may retain Merchant and Aggregator Couriers’ Personal Data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated.
   3. Zealway Limited  UK and its Affiliates may collect Merchant or Aggregator Couriers’ Personal Data during the course of Merchant’s use of the Zealway Limited Services, or from third parties. Such information may be processed by Zealway Limited  UK and its Affiliates, third parties and service providers, in accordance with its privacy notice (www.privacy.Zealway Limited .com). 
6. Insurance.
   1. Prior to the Effective Date of the Agreement, Merchant must obtain the coverage required at its sole cost and expense. Merchant agrees to review the terms and conditions of such coverage to ensure that it provides the amounts of coverage required while Merchant and its Aggregator Couriers are using a vehicle to provide delivery services. As between Merchant and Zealway Limited  UK, it is Merchant’s sole responsibility to inform its insurer of the use of its vehicles while providing delivery services.
   2. Merchant agrees to maintain during the Term all compulsory insurance required by Applicable Law to provide delivery services in the Territory. This shall include any applicable compulsory motor vehicle liability insurance on all vehicles operated by Merchant and Aggregator Couriers under this Agreement which provides protection against bodily injury and property damage to Merchant and/or Aggregator Couriers, and third parties at levels of coverage that satisfy the minimum requirements to operate a motor vehicle being used for delivery services on the public roads within the Territory. This shall also include Commercial General Liability insurance that provides protection against personal injury, advertising injury and property damage to third parties at levels of coverage required by all Applicable Laws in the Territory. Merchant shall add Zealway Limited  UK (or any Affiliate which may be designated by Zealway Limited  UK from time to time) to its insurance policies required as an additional insured. Merchant agrees to provide Zealway Limited  UK a copy of the insurance policy, policy declarations, certificate of Motor Vehicle Liability insurance and proof of premium payment for the insurance policy required upon request. Furthermore, such insurance as required shall not be cancelled or materially reduced without thirty (30) days’ prior written notice to Zealway Limited  UK. Zealway Limited  UK shall have no right to control Merchant’s selection or maintenance of its policy. Merchant must be a named insured or individually rated driver, for which a premium is charged, on any insurance policy required at all times.
   3. Merchant agrees to maintain, during the term of this Agreement, Employer’s Liability insurance where required by local law in the Territory. Merchant may also choose where permitted by local law to insure itself against industrial injuries by maintaining Occupational Accident insurance in place of Employer’s Liability insurance. Furthermore, if permitted by Applicable Law, Merchant’s subcontractors may also, to the extent permitted by Applicable Law, maintain occupational accident insurance in place of Employer’s Liability insurance. 
7. Representations and Warranties; Disclaimers. Merchant’s representation and warranty to comply with all Applicable Laws in the performance of the Agreement (as per clause III(A) of the Order Form) shall include holding and complying with all permits, licences, registrations and other governmental authorisations necessary to provide (i) delivery services using the Transportation Method pursuant to this Agreement, and (ii) delivery services to third parties in the Territory generally.
8. Tax Indemnity. Merchant shall comply with all of its obligations under tax and social security laws to the extent applicable to this Agreement. Merchant shall indemnify Zealway Limited  UK and its Affiliates from all tax liabilities, duties, levies, claims and penalties that may be imposed on Merchant or on Zealway Limited  UK and/or its Affiliates as a result of Merchant’s failure to comply with any of its tax obligations. In particular, but without limitation to the foregoing, such taxes or duties shall include taxes, wages or other duties or withholdings (including any wage tax, social insurance premiums or employee insurance premiums) arising in the event that the relationship described in this Agreement, contrary to the intention and meaning of the parties, should be held to be an employment agreement between Zealway Limited  UK and Merchant by any fiscal or social security authority.
9. Relationship of the Parties.
   1. Merchant has no authority to bind Zealway Limited  UK and/or its Affiliates and Merchant undertakes not to hold itself out, and to ensure that each Aggregator Courier does not hold herself or himself out, as an employee, worker, agent or authorized representative of Zealway Limited  UK and/or its Affiliates. Where, by implication of mandatory law or otherwise, Merchant or any Aggregator Courier may be deemed an employee, worker, agent or representative of Zealway Limited  UK or an Affiliate of Zealway Limited  UK, Merchant undertakes and agrees to indemnify, defend (at Zealway Limited ’s option) and hold Zealway Limited  and its affiliates harmless from and against any claims by any person, entity, regulators or governmental authorities based on such implied employment, agency or representative relationship.

ADDENDUM A – DATA PRIVACY TERMS

ZEALWAY LIMITED  DATA PROCESSING AGREEMENT 

This data processing agreement (”Agreement”), including Annexes 1 and 2, form part of the main agreement(s) between Zealway Limited  and Merchant (“Company”) (each individually a Party and collectively the “Parties”) and all further agreements executed under it (collectively, the “Main Agreement”). This Agreement is effective as of (1) the execution date of the Main Agreement.

DEFINITIONS

The following terms shall have the following meanings. Capitalized terms not defined herein shall have the same meaning set forth in the Main Agreement.

1. “Affiliate” means an entity that owns or controls, is owned or controlled by, or is under common control or ownership with a Party.
2. “Controller” means the Party or Parties to this Agreement that determine(s) the purposes and means of the Processing of Personal Data for purposes of the Agreement or the Main Agreement.
3. “Controller Personal Data” means any Personal Data Processed by a Party under the Agreement in its capacity as a Controller.
4. “Data Protection Law(s)” means all laws and regulations applicable to the Processing of Zealway Limited  Personal Data under the Agreement, including, as applicable, the laws and regulations of the United States, the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, including as applicable the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the California Consumer Privacy Act of 2018 (“CCPA”) and the Brazilian General Data Protection Law (the Lei Geral de Proteção de Dados).
5. “Data Subject” means an identified or identifiable natural person.
6. “Personal Data” shall mean “personal data,” “personal information,” or equivalents as defined in applicable Data Protection Laws. In the absence of applicable Data Protection Laws, “Personal Data” shall mean any information relating, directly or indirectly, to an identified or identifiable natural person.
7. “Process,” “Processes,” “Processing,” or “Processed” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collecting, recording, accessing, releasing, disclosing, making available, organizing, structuring, storing, adapting or altering, retrieving, consulting, using, disclosing by transmission, dissemination or otherwise, aligning or combining, restricting, erasing or destroying.
8. “Processor” means a Party to this Agreement that Processes Personal Data on behalf of Zealway Limited  or Zealway Limited  Affiliates. The term Processor as used herein is equivalent to the term “Processor” as used in the GDPR, and the term “Service Provider” as used in the CCPA.
9. “Sub-processor” means a Processor engaged by a Processor, including Company, to Process Zealway Limited  Personal Data.”
10. “Zealway Limited  Data Subject” means the Data Subject whose Zealway Limited  Personal Data is, or will be, Processed.
11. “Zealway Limited  Personal Data” means Zealway Limited  Data Subject Personal Data that is Processed by Company for the purposes described in Annex 1 to this Agreement. For purposes of this Agreement, Zealway Limited  Personal Data does not include the name and contact information of those Zealway Limited  employees who are responsible for interacting with Company to perform under the Main Agreement, and any Personal Data incidentally received by Company as a result of those interactions.
12. GENERAL TERMS
    1. Roles of Parties. The Parties acknowledge and agree that Zealway Limited  is Controller of the Zealway Limited  Personal Data Processed in connection with the Main Agreement^[1], and that Company is an independent Controller of such Personal Data
    2. Overview of Zealway Limited  Personal Data Processing. Company shall not Process Zealway Limited  Personal Data other than as indicated in Annex 1 without the prior written permission of Zealway Limited .
    3. Cross border transfer. Company warrants that shall not transfer Personal Data of Zealway Limited  Data Subjects in the EEA, United Kingdom and/or Switzerland to a country or territory outside of those regions.
    4. Compliance with laws. Company shall comply with applicable laws, rules, self-regulatory requirements, and regulations, including Data Protection Laws, in connection with its Processing of Zealway Limited  Personal Data.
    5. Limitations and Prohibitions.
       1. Company shall only Process Zealway Limited  Personal Data for the purpose of performing its obligations under the Main Agreement, and may not use Zealway Limited  Personal Data for any other purpose unless otherwise agreed by the Parties in writing.
       2. Company shall (1) limit access to Zealway Limited  Personal Data to only those employees or agents that require access to perform their roles and responsibilities in connection with the Main Agreement, and (2) under no circumstances rent, sell or disclose Zealway Limited  Personal Data, except as otherwise allowed under this Agreement or the Main Agreement.
       3. Company will not combine Zealway Limited  Personal Data with data from any other source, company, organization or entity, unless necessary to perform its obligations under the Main Agreement. Company will not copy or reproduce Zealway Limited  Personal Data for its own purposes or those of any Sub-processor or other third party.
    6. Data Security. Company will maintain appropriate measures to protect the integrity, security and confidentiality of all Zealway Limited  Personal Data against any anticipated threats or hazards, and/or unauthorized access to or use of such data, which measures shall include at a minimum those set forth in Annex 2 to this Agreement.
    7. Data Retention and Deletion
       1. Unless otherwise required by law, Company shall, and shall require any Sub-processor to, destroy or return to Zealway Limited  (at Zealway Limited ’s election) all Zealway Limited  Personal Data in its/their possession, custody and control: (a) upon termination or expiration of the Main Agreement; (b) upon the winding down or insolvency of the Company’s business; (c) once no longer necessary to perform its obligations under the Main Agreement; or (d) upon request by Zealway Limited . If Company, or any Sub-processor of Company, is prevented from deleting or destroying any Zealway Limited  Personal Data in these circumstances by applicable law, it shall notify Zealway Limited  in writing and delete or destroy such Zealway Limited  Personal Data once it is no longer prevented from doing so by applicable law. At Zealway Limited ’s request, Company shall provide Zealway Limited  with a written log evidencing the destruction and any retention of Zealway Limited  Personal Data. Company cannot meet the requirements of this paragraph by anonymizing or aggregating Zealway Limited  Personal Data in lieu of destruction or return of such data to Zealway Limited .
    8. Data Security Incidents
       1. Notice to Zealway Limited . Company shall notify Zealway Limited  within twenty-four (24) hours of discovery of an actual or suspected unauthorized access to, or acquisition or disclosure of, Zealway Limited  Personal Data, or other actual or suspected breach of security or confidentiality with respect to Zealway Limited  Personal Data in the possession or control of Company, its representatives, and/or any Sub-processor of Company (a “Data Security Incident”). Such notice shall be sent to the Zealway Limited  persons or team designated to receive notices under the Main Agreement; and (2) via email to vendorsecurity@Zealway Limited .com.
       2. Third Party Notices. If a Data Security Incident requires notice to any regulator, Data Subject or other third party: (1) Company shall assist Zealway Limited  to provide such notifications if requested by Zealway Limited ; (2) Zealway Limited  shall have sole control over the content, timing and method of distribution of any needed notice, unless otherwise required by applicable law; (2) Company may notify the affected parties only upon Zealway Limited ’s prior written approval and instructions, unless otherwise required by applicable law (in which case Company shall provide Zealway Limited  with a copy of such notice as soon as possible and in all events prior to providing such notice to any regulator, Data Subject or other third party, unless otherwise required by law); and (3) Company shall reimburse Zealway Limited  all reasonable expenses incurred by Zealway Limited  in connection with any notice with respect to any breach of security or confidentiality for which Company is wholly or partially responsible.
       3. Notice requirements. The notice to Zealway Limited  required under Paragraph 1.2.5.1 shall include:
13. a description of the Data Security Incident, including the location, date and time the Data Security Incident occurred and the location, date and time the Data Security Incident was discovered;
14. a description of the steps Company has taken, or plans to take, to investigate the Data Security Incident;
15. an overview of the affected Zealway Limited  Personal Data, including the types of Zealway Limited  Personal Data and whether the Zealway Limited  Personal Data was encrypted or redacted;
16. the number of affected Zealway Limited  Data Subjects and the city, state (if applicable) and country of the Data Subjects;
17. the expected consequences of the Data Security Incident; and a description of the measures Company has taken, or plans to take, to mitigate such consequences.
    1. Indemnification. In addition to the terms set forth in the Main Agreement(s), Company agrees to fully indemnify, defend and hold harmless Zealway Limited , its directors, officers, employees and agents from and against any and all losses, damages, fees and expenses arising from any claims due to, arising out of, or relating in any way to Company’s loss, alteration, or misuse of Zealway Limited  Personal Data, or unauthorized access to or destruction or disclosure of Zealway Limited  Personal Data.
18. CONTROLLER TERMS
    1. Roles of Parties. Each Party:
       1. is an independent Controller of Controller Personal Data under the Data Protection Laws, and will not Process Controller Personal Data as joint controllers.
       2. will individually determine the purposes and means of its Processing of Controller Personal Data.
       3. is responsible for its own compliance with applicable Data Protection Laws, including as relates to notifying Data Subjects of its Processing of their Personal Data and how they may exercise their rights, and obtaining any required consents.
       4. will comply with the obligations applicable to it under the Data Protection Laws with respect to the Processing of Controller Personal Data.
    2. Restrictions. Section 3.1 does not affect any restrictions on either Party’s rights to use or otherwise Process Controller Personal Data under the Main Agreement.
19. MISCELLANEOUS
    1. Termination and Survival. This Agreement and all provisions herein shall survive so long as, and to the extent that, Company Processes or retains Zealway Limited  Personal Data.
    2. Counterparts. This Agreement may be executed in any number of counterparts and any Party (including any duly authorized representative of a Party) may enter into this Agreement by executing a counterpart.
    3. Non-compliance: Company shall promptly inform Zealway Limited  if it is unable to comply with this Agreement. If Company cannot comply within a reasonable period of time, or the Company is in substantial or persistent breach of this Agreement or its obligations under this Agreement, Zealway Limited  shall be entitled to terminate the Agreement and the Main Agreement insofar as it concerns processing of Zealway Limited  Personal Data.
    4. Ineffective clause. If individual provisions of this Agreement are or become ineffective, the effectiveness of the remaining provisions shall not be affected. The Parties shall replace the ineffective clause with a legally allowed clause, which will accomplish the intended commercial intention as closely as possible.
    5. Conflicts. In case of contradictions between this Agreement and the provisions of the Main Agreement, the provisions of this Agreement shall prevail. In case of contradictions between this Agreement and the provisions of a Business Associate Agreement (“BAA”) pursuant to HIPAA, the provisions of the BAA shall prevail.
    6. Applicable law and jurisdiction. The applicable law and jurisdiction as set forth in the Main Agreement apply to this Agreement.

Annex 1 – Overview of Zealway Limited  Personal Data Processing

A	Description of purpose(s) for which Company will Process Zealway Limited  Personal Data	Data Importer (Merchant) shall process Data Exporter Personal Data, which shall include (i) name, drop-off location and contact details (including phone number) of the Customers using the Zealway Limited Website; (ii) any Controller Personal Data to be transferred in accordance with the Specific Supplemental Terms for the Aggregator Method; and (iii) any such Controller Personal Data as Zealway Limited  deems needed in connection with the delivery services, in each case for the purpose of procuring the delivery of Items to their customers or as otherwise set out in the Agreement.
B	Categories of Data Subjects	Delivery recipients: individuals who request or receive food, or other products and services via Zealway Limited Eats.
C	Personal Data to be Processed by Company	Profile Information – Such as name, contact details (including phone number), and drop-off location Usage information – Information about an Zealway Limited  user’s use of Zealway Limited ’s app(s) or other products or services The personal data transferred concern the following categories of sensitive data: Allergy information, if provided by the user.
D	Frequency of transfer and/or processing	One-time X  Repeated
E	Period that Company will retain Zealway Limited  Personal Data, OR, criteria used to determine retention period	X Retained for life of Main Agreement Zealway Limited  is enabled to delete the Zealway Limited  Personal Data Processed by Company through a product or service provided by Company Other (Please state retention period and criteria used to determine it) Insert text

Annex 2 – Organizational/Administrative, Physical and Technical Measures

1. Organizational/Administrative Security Measures: Company has implemented, and will maintain and update as appropriate throughout its Processing of Zealway Limited  Personal Data:
   1. A written and comprehensive information security program in compliance with applicable data protection laws.
   2. A data loss prevention program that reflects reasonable policies or procedures designed to detect, prevent, and mitigate the risk of data security breaches or identify theft, which shall include at a minimum:
      1. appropriate policies and technological controls designed to prevent loss of Zealway Limited  Personal Data; and
      2. a disaster recovery/business continuity plan that addresses ongoing access, maintenance and storage of Zealway Limited  Personal Data as well as security needs for back-up sites and alternate communication networks.
   3. Policies and procedures to limit access to Zealway Limited  Personal Data to those who require such access to perform their roles and responsibilities in connection with the Main Agreement, including regular updates to such access based on changes to Company’s personnel, policies or procedures.
   4. Procedures to verify all access rights through effective authentication methods.
   5. A government agency data access policy that refuses government access to data, except where such access is required by law, or where there is imminent risk of serious harm to individuals.
   6. Policies and procedures for assessing legal basis for, and responding to, government agency requests for data.
   7. Specific training of personnel responsible for managing government agency requests for access to data, which may include requirements under applicable Data Protection Laws.
   8. Processes to document and record government agency requests for data, the response provided, and the government authorities involved.
   9. Procedures to notify Zealway Limited  about any request or requirement for government agency access to data, unless legally prohibited.
2. Physical Security Measures
   1. Company has implemented, and will maintain and update as appropriate throughout its Processing of Zealway Limited  Personal Data, appropriate physical security measures for any facility used to Process Zealway Limited  Personal Data and continually monitor any changes to the physical infrastructure, business, and known threats.
3. Technical Security Measures: Company shall throughout its Processing of Zealway Limited  Personal Data:
   1. perform vulnerability scanning and assessments on applications and infrastructure used to Process Zealway Limited  Personal Data.
   2. secure its computer networks using multiple layers of access controls to protect against unauthorized access.
   3. restrict access through mechanisms such as, but not limited to, management approvals, robust controls, logging, and monitoring access events and subsequent audits.
   4. identify computer systems and applications that warrant security event monitoring and logging, and reasonably maintain and analyze log files.
   5. use up-to-date, industry standard, commercial virus/malware scanning software that identifies malicious code on all of its systems that Process Zealway Limited  Personal Data.
   6. encrypt Zealway Limited  Personal Data in transit.
   7. encrypt Zealway Limited  Personal Data at rest and solely manage and secure all encryption keys (i.e. no other third party shall have access to these encryption keys, including Sub-processors).

NON-DELIVERY

The following Specific Supplemental Terms govern the Non-Delivery Method and Items provided to Customers via the Non-Delivery Method (“Non-Delivery Items”). All undefined, capitalized terms will have the meaning set forth in the Order Form, the Definitions or the General Supplemental Terms.

1. Non-Delivery Items. Upon Merchant agreeing to the Order Form, the Definitions, the General Supplemental Terms and the Specific Supplemental Terms governing the Non-Delivery Method, and contingent upon completion of any additional verification steps, the Zealway Limited  Tools will be made available to Merchant for it to allow Customers to collect Items requested via the Zealway Limited Website from a specified location without the involvement of a Courier. Merchant agrees to make Items available via the Zealway Limited Website during its normal business hours, and as further set forth in this clause or mutually agreed between the parties in writing.
2. Payment.
   1. Non-Delivery Service Fee. In consideration for the Zealway Limited Services in connection with the Non-Delivery Method, Zealway Limited  UK will charge Merchant a Non-Delivery Service Fee in the amount set forth in the Order Form for each Non-Delivery Item sold by Merchant via the Zealway Limited Website. Zealway Limited  UK will calculate the Non-Delivery Service Fee as follows: the Retail Price of the Item(s) sold by Merchant via the Zealway Limited Website (including any VAT) (such amount, the “Non-Delivery Item Payment”) multiplied by the Non-Delivery Service Fee percentage. The Non-Delivery Service Fee shall be net of any VAT.
   2. Delivery Services. Non-Delivery Items do not require the involvement of a Courier. 

1. Zealway Limited  B.V. and Zealway Limited  Technologies, Inc. are the joint data controllers of the personal data that Zealway Limited  collects in connection with use of its services, or of its employees, in the European Economic Area or the United Kingdom and Switzerland, and Zealway Limited  Technologies, Inc. is the data controller for such data everywhere else (except where the data controller for employees is the local Zealway Limited  entity in the country in which the employee resides). Where an entity other than these enters into this Agreement on behalf of Zealway Limited , it is authorized to do so by the aforementioned data controller(s). Zealway Limited  reserves the right to designate another Zealway Limited  affiliate as Data Controller for purposes of this Agreement. ↑