BUSINESS TERMS & CONDITIONS

Merchant Agreement – Terms and Conditions

These terms and conditions apply to your access to and use of the Delivery Service (as defined below) on [www.hood.ae] and our mobile app (the Platform). This service is provided by HOOD DELIVERY - SOLE PROPRIETORSHIP L.L.C. Hood’s registered address is level 23, Al Sila Tower, Al Maryah Island, PO Box 106101, Abu Dhabi, UAE.

By clicking “Accept” or by accepting a Delivery Order (as defined below) on the Platform you confirm that:

  • You have authority to do so and to bind the person or company you are accepting for.
  • You accept our offer to provide the Delivery Service on these terms.
  • You agree to and will comply in full with these terms.

 

These Terms and Conditions shall apply to and be interpreted as an integral part of all Delivery Orders which Hood  concludes with you, herein referred  to  as  the  “Agreement”.  Contradictory general business terms of your business or those which deviate from these terms and conditions will not become part of the Agreement, even if they appear in Delivery Orders and are not objected to. These Terms and Conditions shall also apply to all future deliveries.

 

Overview

    • You shall complete the supply of all goods in accordance with the terms of this Agreement.
    • You shall be an independent supplier and shall not be an agent, partner or employee of Hood. For the avoidance of doubt, you are not authorised to make or enter into any commitments or agreements for or on behalf of Hood.
    • You confirm that you are acting on your own behalf and not for the benefit of any other person. For the purposes of this clause and this Agreement, a “person” includes an entity, corporation or association, incorporated or unincorporated.

 

Term

    • Unless terminated pursuant to Clause 9 below, you agree to a minimum period of one (1) year to accept our offer to provide the Delivery Services on terms set out below.

 

Delivery and Performance

    • The Delivery Service refers to providing you with a real-time ordering process that enables customers to place orders with you for delivery on the Platform in the UAE (Delivery Orders). These Delivery Orders shall be placed by customers using our Platform.
    • All goods supplied under this Agreement shall be new and unused or made of new and unused materials unless expressly agreed to in writing by Hood.
    • Hood will also provide the Delivery Services and Customer Support Services for your Delivery Orders, as noted below.
    • By signing up to the Delivery Service, you authorise Hood to act as your agent to solicit, promote and conclude contracts for the Delivery Service orders in your name and on your behalf, and to collect customer payments owed to you in respect of those orders.
    • Customer payments made in respect of orders placed with you through the Delivery Service will be held by Hood on your behalf; and payment to Hood settles the customer’s payment obligation to you for these orders.
    • Time is of the essence for all time, dates and periods for all Delivery Orders. You shall fulfil Delivery Orders within these timelines or deadlines as set out in the Delivery Order or as otherwise agreed in writing between the parties.
    • Where the Delivery Order is rejected as being damaged, deficient, defective, inferior or otherwise failing to conform with all relevant laws and/or to the Food Safety and Hygiene Policy (as noted in Schedule 1 below), you shall, at your own costs and without prejudice to the timelines or deadlines , remove, repair, replace, re-perform and/or take such corrective action as may be required to enable the goods or service deliverables conform to the requirements in this Agreement, to Hood’s satisfaction.
    • You shall provide all information, materials and assistance reasonably required by Hood to onboard you to the Platform or launch the Delivery Service for you. You must ensure that the information you provide to Hood and customers in or in respect of your use of the Delivery Service is complete and accurate in all material respects. Hood shall not take any responsibility for inaccurate or incomplete information under this provision.
    • You shall provide us with accurate descriptions of menu items to be offered in the Delivery Service (including any relevant allergen advice and applicable VAT amounts). Upon receiving your description of menu items, Hood reserves the right to make reasonable edits to menu descriptions from time to time and where necessary, shall endeavour to comply with all relevant laws and regulations in respect of the same.

 

Payment and Invoicing

    • Your use of the Delivery Service is subject to our applicable service fee from time to time. Our service fee is calculated at fifteen percent (15%) of the gross value per order, plus VAT at the prevailing rate (Delivery Service Fee).
    • We will pay you an amount for your Delivery Orders during the relevant payment period, less the Delivery Service Fee, less any relevant adjustments for refunds paid to customers during the relevant payment period.
    • You will receive payments from us on a weekly basis, subject to such payment for Delivery Orders being cleared into our account. Hood will make this payment by electronic bank transfer to the bank account you have nominated. You must cooperate with us so that we can comply with our VAT accounting obligations and you shall not have any recourse against Hood in respect of any delay in payment attributable to your delay in the provision of your bank account details. Each party shall bear its own bank charges.
    • Without prejudice to Hood’s other rights under this Agreement, where you owe Hood any payment or debt under this Agreement, Hood shall have the right to:
      1. deduct the amount of payment or debt owed by you to Hood from any monies payable by Hood to you under this Agreement; or
      1. withhold any monies payable by Hood to you under this Agreement until the payment or debt owed by you is satisfied.

 

Hood’s Obligations

    • Hood shall facilitate and implement a real-time ordering process which will enable customers to place and pay for Delivery Orders on the Platform. Hood shall be responsible for maintenance and upkeep of the Platform, however, Hood shall at no times be liable should the Platform become inoperable owing to technical issues, maintenance updates, operating software updates, or any other issues that the Platform undergoes from time to time.
    • Where necessary, Hood shall provide you with support services for customers to deal with complaints or enquiries relating to Delivery Orders (Customer Support Service) through a professionally manned contact centre at no further cost to you.
    • Hood shall procure delivery of Delivery Orders from your place of business to the customers  through Hood’s own delivery riders to carry out the Delivery Services (Riders).
    • Hood shall cooperate and assist you with completing onboarding formalities to enable your customers to use the Platform.

 

Delivery Service and Cancellation

    • You are required to keep your menu up to date. In the event of any changes (whether material or not), you agree to give Hood at least three days’ notice of change. This advance notice will enable Hood’s team to make the required changes on the Platform.
    • You are required to inform Hood of the following:
      1. Your opening and closing hours
      2. Kitchen name, menu;
      3. Minimum orders; and
      4. Any promotions or rebates you are willing to give to your customers.
    • You are required to ensure that the Delivery Orders are prepared using all due skill, care and diligence and in line with best practice in your industry.
    • You are required to ensure that all Delivery Orders are packaged in a way that avoids tampering, minimises spillages, and maintains the order at an appropriate temperature and condition to ensure it conforms with all quality and industry standards.
    • You are required to ensure that all Delivery Orders are prepared promptly, accurately and in accordance with the timeline communicated via the Platform, in particular, you are responsible for:
      1. Taking note of your customer allergies and ensuring that any Delivery Order prepared and for such customer is not harmful to their health;
      2. Ensuring that the description on the Platform corresponds with your menu (including indications whether a particular food item is gluten free, nut free, or suitable for vegan or vegetarians);
      3. Ensuring that the food items are properly cooked and otherwise safe and fit for transportation and consumption, and at the very least, palatable;
      4. Ensuring that the food items are safely and securely packaged;
      5. Ensuring that the food items are appropriate temperature for consumption.
    • You are required to ensure that the Delivery Orders are available for collection by our Riders in a timely manner.
    • Invoices to customers for each Delivery Order will be handled and issued by Hood [While we appreciate there may be minimum reporting requirements, we would suggest including the refence to VAT.]
    • Hood shall have the right to cancel individual or outstanding partial deliveries without any obligations whatsoever if you breach an essential provision of the Agreement, including but not limited to any changes in quality, the presence of defects or late deliveries.
    • In the event of a cancellation of Delivery Order, you will be liable for all expenses and costs (including any loss and damage) suffered by Hood arising from the cancellation including consequential damages. In addition to all other remedies at law, Hood reserves the right to offset any loss, damages, expenses or costs against any amount due and payable to you under this Agreement.

 

General Requirements

    • You are responsible for complying with all the applicable laws and regulations, in particular you must ensure, and you hereby warrant and represent, that you have obtained an appropriate commercial trade license from the Department of Economic Development (or any other free zone. [we consider it is important to put this obligation on the suppliers, as they may be in contravention of the local licensing requirements by running a business without approval or license.]
    • You are responsible for ensuring that you comply with all by-laws, legislation and rules issued by the Municipality of Abu Dhabi (or any other applicable regulatory body in the United Arab Emirates), together with the Federal Law No. 10 of 2015 on food safety, in respect of preparation and delivery of food items and ensure that you conform to the minimum safety standard prescribed by such authority.
    • You are responsible for hiring your employees, contractors, agents and representatives and ensuring that they comply with the legislation, by-laws and rules, prescribed by the Municipality of Abu Dhabi (or any other applicable regulatory body in the United Arab Emirates) in respect of preparation and delivery of food items.
    • Without prejudice to your general obligations above, you warrant that you have not and will not do anything that breaches any applicable code and/or sanction relating to the prevention or prohibition of bribery, money laundering and similar activities. You must immediately notify Hood if you become aware of any breach of this clause.

 

Intellectual property

    • You acknowledge that any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual property rights, whether registered, in the course of being registered or unregistered and any analogous rights worldwide (“Intellectual Property Rights”) in the Platform, belong to Hood or its licensors.
    • You must not (and shall not permit any third party to):
      1. copy, adapt, reverse engineer, decompile, modify or make error corrections to any of Hood’s Intellectual Property Rights other than with our express prior written consent;
      1. breach, disable, tamper with, or develop or use any workaround for any security measure in any Intellectual Property Rights or otherwise do anything that disrupts Hood or any person.
    • You grant us and our affiliates a non-exclusive, royalty-free licence to use your branding which includes your logos, name and website address(es) for the duration of the Term. You warrant and undertake that your branding does not and will not infringe any third party intellectual property rights. Hood reserves the right to use your branding on the Platform, for marketing purposes and as reasonably necessary to provide the Delivery Service.
    • For the avoidance of doubt, you retain ownership of all of your intellectual property rights in your branding and logo or trademarks.

 

Termination

    • Hood shall be entitled to immediately rescind and/or immediately terminate this Agreement or cancel any part of the goods or services ordered by issuing written notice to you in the following circumstances:
      1. if you commit any breach of any laws, the warranties (including Food Safety and Hygiene Policy), the terms and conditions in these terms and conditions or default in the performance of this Agreement;
      1. if an order of court is made to wind up your business or to place you under judicial management or a resolution for winding up or liquidation;
      1. if you make or enter into a voluntary arrangement with your creditors or become subject to an administration;
      1. if you cease to carry on business or become insolvent.
    • Without prejudice to Hood’s right to terminate under Clause 9.1, if you commit any breach of the warranties, the terms and conditions in these terms and  conditions  or default in your performance of this Agreement, Hood may in its absolute discretion issue a written notice of breach or default informing you of your breach or default. You shall, within seven (7) days of the date of the notice of breach or default, remedy the breach or default to Hood’s satisfaction or otherwise propose a solution that is subject to acceptance by Hood  in writing.
    • Following the issue of notice of breach, Hood may suspend or terminate your use of the Platform and remove your business from the Platform, unless such breach is remedied to Hood’s satisfaction.

 

Indemnification

    • You agree to fully indemnify Hood and keep Hood fully indemnified, along with the  subsidiaries  and affiliates of Hood and Hood’s and each of Hood’s subsidiaries and affiliates, employees, directors, officers and representatives (each a Hood Indemnified Party) from and against all claims, cost, damages, debt, expense, liability, loss, suit, action, demand,  cause  of  action, proceeding or judgment of any kind which are made or brought against or suffered or incurred by any Hood Indemnified Party and arise directly and/or indirectly out of or in connection with any act or omission or otherwise in the performance of this Agreement by you.
    • In the event of a Hood Indemnified Party being held liable for damages arising out of any claim by any agent, workman or employee employed by you or any sub-suppliers engaged by you for the performance of  this  Agreement,  you shall  fully indemnify  Hood against such claim and any related costs, charges and expenses incurred by Hood, provided that the same is not caused by the gross negligence or wilful default of Hood, its employees or agents.
    • In the event a claim or cause of action is brought against Hood arising due to your failure to comply with Clauses 3.6, 3.7, 3.8 and 3.9 of this Agreement, Hood reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with Hood’s defense of these claims. You agree not to settle any matter in which Hood is named as a defendant and/or for which you have indemnity obligations without Hood’s prior written consent. Hood will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

 

Notices

    • All notices or other communications required or permitted to be given or made in connection with this Agreement shall be in writing in English and delivered electronically on a registered email address of Hood as follows: info@hood.ae.

 

Applicable Law and Jurisdiction

    • This Agreement and all matters arising from or in connection with it, shall be governed by and construed in accordance with the laws of United Arab Emirates.
    • Any dispute arising out of or in connection with this Agreement must be submitted to the Federal Courts of Abu Dhabi.

 

Prevailing Language

Hood shall issue the terms of this Agreement in both English and Arabic and in the event of a dispute as to the terms of this Agreement, the Arabic version shall prevail. The Arabic language version of these terms shall control in all respects and shall prevail in case of any inconsistencies with translated versions.

 

Schedule 1 – Food and Hygiene Policy

This policy sets out the food hygiene and safety standards that Hood expects you to meet in order to sell your products and food items through the Platform.

Hood expects you to have a food safety management system in place that deals with all aspects of food safety and hygiene for your business in compliance with the National Food Safety Committee, its resolutions and by-laws and including the Law No. 10 of 2015 on food safety (but not limited to):

  • Cross-contamination;
  • Allergens;
  • Cleaning and Waste;
  • Maintenance;
  • Chilling, defrosting, freezing, cooking; reheating;
  • Temperature control: chilled and hot holding - in particular, while awaiting collection by a Rider;
  • Personal hygiene and fitness to work;
  • Pest Control;
  • Takeaway packaging;
  • Staff training;
  • Supplier assurance;
  • Traceability;
  • Monitoring and auditing; and
  • Recall/withdrawal.