VENDOR TERMS (FOR GROCERY VENDORS)
Effective date: 1st November 2023
1. Introduction
Welcome to YallaCook, a dynamic platform providing grocery ordering services. These Vendor Terms govern the participation of grocery vendors on YallaCook.co.uk. By registering and offering your products on YallaCook, you agree to comply with these terms, as well as additional requirements set forth by our delivery partner, DPD Local UK Limited.
2. Definitions and Interpretation
In the context of these Terms:
• “Vendor” refers to any business or individual providing grocery items through YallaCook.
• “Consignee” means the person to whom the grocery items are addressed.
• “Consignment” encompasses goods sent from the vendor to the consignee, as defined by DPD Local UK Limited.
• “Contract” denotes the agreement between the vendor and YallaCook, incorporating these Terms.
• “Customer” refers to users of the YallaCook platform who purchase from vendors.
3. Vendor Eligibility and Registration
To become a vendor with YallaCook:
• Vendors must meet specific eligibility criteria, including legal compliance and adherence to YallaCook’s quality standards.
• Registration involves creating an account on YallaCook, providing accurate and complete business information.
• Vendors are responsible for maintaining the accuracy and confidentiality of their account details.
4. Obligations and Responsibilities
Vendors are expected to:
• Comply with all relevant laws, regulations, and standards, including those related to the transportation and storage of grocery items.
• Adhere to the delivery partners’ conditions for pickup times, carriage and storage, particularly regarding prohibited and special handling goods.
• Uphold YallaCook’s standards for quality and customer service, ensuring products meet descriptions and quality expectations.
5. Consignments and Delivery
In managing consignments:
• Vendors must properly label and package grocery items, ensuring they are suitable for transit and comply with DPD’s requirements.
• Accurate Consignment Data must be provided for each shipment.
• Understanding of transit procedures is essential, including commencement and end as outlined by DPD.
6. Payment and Pricing Structure
Understanding financial arrangements:
• Vendors are subject to YallaCook’s payment terms, including any relevant fees or commission structures outlined on the platform.
• Charges for delivery services provided by delivery partners are governed by delivery partners pricing policies, including any minimum invoice charges and adjustments based on re-weighing and re-measuring consignments.
• Vendors are responsible for timely payment of all charges related to the carriage and delivery of their goods.
7. Liability and Risk Management
Navigating liability and risk:
• Vendors are liable for any physical loss of or damage to goods during transit, subject to the provisions outlined by DPD.
• If opting for ‘Extended Cover’ through DPD, liability limits are adjusted accordingly, offering additional protection for consignments.
• Vendors should understand and manage risks associated with the transportation of goods, including securing appropriate insurance where necessary.
8. Vendor Indemnification Obligations
Indemnity requirements for vendors:
• Vendors must indemnify DPD against duties, taxes, and other costs incurred during the conveyance of goods, including customs-related expenses.
• Vendors are responsible for indemnifying YallaCook against any liabilities, damages, or losses arising from their use of the platform, their products, or violation of these Terms.
9. Sub-contracting and Third-Party Services
Use of third-party services:
• Vendors are permitted to employ third-party carriers, warehousemen, or other subcontractors, provided they comply with YallaCook and DPD’s terms.
• Vendors remain responsible for the conduct and performance of any subcontractors they engage.
10. Quality Assurance and Performance Monitoring
Ensuring high standards:
• YallaCook is committed to maintaining high quality and safety standards for all products sold on the platform.
• Vendors are expected to regularly monitor and ensure the quality of their products, adhering to both YallaCook and DPD’s standards.
• YallaCook reserves the right to review and assess vendor performance, including compliance with these Terms, and to take appropriate action in the case of any quality or safety concerns.
11. Amendments and Modifications to Terms
Adapting to changes:
• YallaCook may revise these Vendor Terms to reflect changes in legal, operational, or platform-related requirements.
• Vendors will be notified of any amendments via the platform or email, and the effective date will be indicated in the communication.
• Continued use of the platform after such changes indicates acceptance of the new Terms by the vendor.
12. Termination and Account Deactivation
Ending the relationship:
• YallaCook reserves the right to terminate a vendor’s access to the platform for breaches of these Terms, including non-compliance with legal obligations or failure to maintain YallaCook’s quality standards.
• Vendors can voluntarily deactivate their accounts by notifying YallaCook through designated channels.
• Upon termination or deactivation, the vendor’s listings will be removed, and any pending transactions will be settled according to YallaCook’s policies.
13. Governing Law and Jurisdiction
Legal governance:
• These Vendor Terms are governed by and construed in accordance with the laws of the United Kingdom.
• Any disputes arising out of or related to these Terms will be subject to the exclusive jurisdiction of the courts of the United Kingdom.
14. Entire Agreement and Severability
Complete understanding:
• These Terms, along with any other policies or terms referenced herein, constitute the entire agreement between YallaCook and the vendor regarding the use of the platform.
• If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue to be valid and enforceable.
15. Legal Disclaimer
Grocery vendors on YallaCook should be aware of the following:
• YallaCook functions as an intermediary platform connecting vendors with customers for grocery ordering services. We are not directly involved in the production, quality control, or direct delivery of grocery items.
• Vendors are independent entities and not employees or representatives of YallaCook. As such, YallaCook is not liable for any actions, products, or services provided by vendors.
• YallaCook does not guarantee sales or business for vendors and disclaims liability for any disputes or issues arising between vendors and customers or any third-party claims related to a vendor’s products or services.
This legal disclaimer forms a part of the Vendor Terms and outlines the limitations of YallaCook’s responsibilities towards grocery vendors using the platform.
16. Contact and Communication
Staying connected:
• Vendors can contact YallaCook for queries, support, or feedback related to these Terms using the contact information provided on the platform.
• YallaCook encourages open communication and values vendor feedback for continuous improvement of services and platform functionality.
17. Vendor Accountability for Product Quality
Product Quality Assurance:
• Vendors are solely responsible for the quality, including the freshness and expiry dates, of the items they list and sell on YallaCook.
• It is the vendor’s duty to ensure that all items dispatched are within their use-by or sell-by dates and adhere to all applicable food safety regulations and standards.
Liability for Expired Goods/ not up to standards:
• YallaCook serves as a facilitation platform and is not responsible for the verification of the expiry dates or the quality control of products listed by vendors.
• The vendor shall indemnify and hold YallaCook harmless against any claims, losses, or damages arising from the sale of expired or non-compliant goods.
• In the event that a customer receives expired goods, the vendor is required to handle and resolve the issue directly with the customer, including but not limited to refunds, returns, and replacements.
Vendor Commitment:
By using YallaCook, vendors commit to proactive quality checks of their inventory to ensure all products meet the platform’s standards and customer expectations.
Vendors acknowledge that repeated incidents of shipping expired, or substandard goods may lead to suspension or termination of their account on YallaCook.
18. Product Recall and Safety Procedures
In order to safeguard consumer safety and comply with regulatory requirements, Vendors must:
• Establish and maintain a system for the rapid withdrawal or recall of goods from the market.
• Notify YallaCook immediately upon becoming aware of any condition that could necessitate a product recall, including but not limited to safety concerns, legal non-compliance, or material defects.
• Cooperate with YallaCook and regulatory authorities to execute the recall or withdrawal process and provide status reports detailing the actions taken.
19. Data Privacy and Security Compliance
Vendors shall:
• Implement and maintain all administrative, technical, and physical measures necessary to protect the security, confidentiality, and integrity of personal data as per the General Data Protection Regulation (GDPR) and any applicable local data protection laws.
• Notify YallaCook without undue delay upon becoming aware of any data breach or unauthorized access to customer data.
20. Intellectual Property Rights and Usage
Vendors acknowledge that:
• YallaCook’s trademarks, trade names, service marks, logos, domain names, and other distinctive brand features (“YallaCook IP”) are the sole property of YallaCook.
• Any use of YallaCook IP shall be in accordance with the guidelines provided by YallaCook and shall cease upon termination of the Vendor’s relationship with YallaCook.
• Vendors shall not infringe upon the intellectual property rights of any third party and shall ensure that all content provided to YallaCook is either original or properly licensed.
21. Alternative Dispute Resolution
In the event of a dispute, the parties shall:
• Attempt to resolve the conflict informally by contacting YallaCook’s designated support team.
• If the dispute cannot be resolved informally, the parties agree to submit to binding arbitration, the details of which shall be provided by YallaCook at the time of dispute.
• 22. Modification of Terms
YallaCook reserves the right to modify these terms by:
• Providing Vendors with notice of any changes at least thirty (30) days before the effective date of such changes.
• Clearly delineating any modifications within the communication to ensure Vendor awareness and compliance.
23. Force Majeure
Neither YallaCook nor the Vendor shall be liable for any failure to perform due to causes beyond their reasonable control, including but not limited to acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (excluding those involving YallaCook or Vendor’s employees), or Internet service provider failures or delays.
24. Compliance with Evolving Industry Standards
Vendors must:
• Stay abreast of and adhere to current and evolving industry standards related to their products, including, without limitation, food safety, labeling, and packaging requirements.
• Regularly review and update their practices to ensure ongoing compliance with such standards.
25. Commitment to Sustainability and Ethical Conduct
Vendors commit to:
• Engage in responsible sourcing practices that support sustainability and minimize environmental impact.
• Conduct their business in an ethical manner, respecting human rights and labor standards.
26. Insurance and Indemnity
Vendors shall:
• Maintain at their own expense, appropriate types and amounts of insurance coverage that is consistent with industry standards.
• Indemnify YallaCook against any and all claims arising from the Vendor’s operations, products, or breach of these Terms.
27. Confidential Information
The Vendor agrees to:
• Treat all non-public information related to YallaCook’s business, customers, and potential customers as confidential.
• Not disclose such information to any third party without prior written consent from YallaCook.
28. Performance Monitoring and Quality Assurance
YallaCook will:
• Monitor Vendor performance to ensure adherence to the platform’s quality and service expectations.
• Provide feedback and require corrective measures in instances where Vendor performance is deficient.
29. Customer Reviews and Vendor Rebuttal Rights
Vendors shall be afforded the following rights in relation to customer reviews:
• Access to view customer feedback and reviews pertaining to their offered products on the YallaCook platform.
In the event of consistent negative feedback, YallaCook will:
• Conduct a thorough investigation into the recurring issues, collaborating with the Vendor to identify underlying causes.
• Require the Vendor to provide a plan of action addressing the identified concerns, which must be implemented within an agreed-upon timeframe to improve customer satisfaction.
• Monitor the implementation and effectiveness of the corrective actions, with continued non-compliance or lack of improvement potentially leading to further action as outlined in these Terms.
30. Termination Rights and Procedures
Either party may terminate the agreement:
• Upon providing thirty (30) days written notice to the other party.
• Immediately, without notice, in the event of a material breach of these Terms by the other party.
31. Exclusivity and Non-Competition
Unless otherwise agreed in writing, Vendors shall not:
• Offer their products on any other online platform in a manner that directly competes with YallaCook’s offerings.
32. Legal Compliance
Vendors are responsible for:
• Ensuring that their operations and products are in full compliance with all applicable laws and regulations.
• Staying informed about changes to such laws and regulations and adjusting their practices accordingly.
