By using Z services, You hereby agree to be bound by the following terms and conditions set out by Z.
1.1. In this Agreement, unless the context otherwise requires, the following expressions shall have the following meaning:
“Affiliate” means with respect to any entity, any other entity controlling, controlled by or under common control with such entity. For the purpose of this definition, “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise;
“Agreement” means this Agreement and any schedules hereto as the same may be amended, varied, modified or supplemented by the parties by agreement in writing from time to time;
“Business Day” means a day where banks open for business in the Philippines;
“Commercial Terms and Conditions” means the commercial terms and conditions agreed by the Client which is an inseparable part of this Agreement;
“Confidential Information” means any information having been designated in writing to be confidential or proprietary or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary or otherwise by the Disclosing Party to the Recipient and, including any Personal Data as defined in this Agreement, all subscriber information (including viewing patterns, viewing details, quantity, time or duration of usage of equipment or viewing of the content), details (including contact details, telephone numbers, network configuration, location information, billing name, billing amounts, credit history and other payment details), information of a commercial, technical or financial nature relating to this Agreement, the Disclosing Party or any of its Affiliates including all trade secrets, know-how, show-how, patents research, development or technical information, confidential and proprietary product or information, Intellectual Property Rights, business plans, operations or systems, financial and trading positions, details of customers, suppliers, debtors or creditors, information relating to the officers, directors or employees of the Disclosing Party or any of its Affiliates, marketing information, printed matter, rates and rate tables, contracts, all regardless of form, format or media whether machine readable or human readable, including written, oral or tangible form and also includes information communicated or obtained through meetings, documents, correspondence or inspection of tangible items;
“Driver” means third party individual whose primary role is to bid for and complete Z job assignments distributed via the Z App;
“Logistic Provider” means third party logistic service provider that cooperate with Z or its Affiliates whose primary role is to deliver goods/items distributed via the Z App;
“Data Processor” means in relation to Personal Data, any person, other than an employee of the Data User, who processes the Personal Data solely on behalf of the Data User, and does not process the Personal Data for any of his own purposes;
“Data User” means a person who either alone or jointly or in common with other persons processes any Personal Data or has control over or authorizes the processing of any Personal Data but does not include a Data Processor;
“Disclosing Party” means the party from whom the Confidential Information originates and is disclosed to the Recipient;
“End User” means any person or entity that has made a request for delivery service of any goods/items through Z App.;
“Force Majeure” means any cause beyond a party’s reasonable control affecting the performance by the affected Party of its obligations hereunder including, but not limited to, acts of God, riots or civil disorder, war or military operations, national or local emergency, acts or omissions of government, industrial disputes of any kind (not involving the affected party’s own employees), fire, flood, lightning, explosion, subsidence, inclement weather, acts or omissions of persons or bodies beyond the reasonable control of the said Party, epidemic or pandemic (except the epidemic/pandemic of Corona Virus Disease 2019 (Covid-19) or promulgation of a statutory laws, rules or regulations which causes the Agreement become unenforceable by either Party or both Parties, and other similar reasons;
“Intellectual Property Rights” means all intellectual property rights, including but not limited to rights to patents, rights in circuit layouts, trademarks, service marks, trade names, registered designs, copyrights, and other forms of intellectual property or industrial property, know-how, inventions, formulae, confidential or secret processes, trade secrets and confidential information, and any other protected rights and assets and any licenses and permissions in connection therewith, in each case in any part of the world and whether or not registered or registrable and for the full period thereof, and all extensions and renewals thereof, and all applications for registration in connection with the foregoing;
“Z App” means a mobile application that functions as an app based scheduling tool that matches an End User’s request for chauffeured vehicle services to a registered Driver who is available to provide the service and/or Logistic Provider that able to deliver Goods/items to End User to any destination upon the request of the End User;
“Goods/Items” means any product of Z App which enables the End User to use Driver and/or Logistic Provider to obtain the delivery of a variety of products from the Client via Z App;
“Client” means a party that carries out business of selling goods/items, food and/or beverages for Z and/or a party that carries out business as a retailer for Z App, and/or a party that carries out business as a wholesaler for the same;
“Personnel” means all directors, officers, employees, agents and independent contractors thereof;
“Personal Data” means personal data having the meaning ascribed that are under the control of Data User and in respect of which Data Processor is or is required to provide services for the performance of this Agreement;
“Online Payment Feature” means any online payment platform authorized by Z which allows for payments to be made electronically using Cash and/ or other source of funds as available from time to time;
“Services” shall have the meaning given to it under Clause 4;
“Service Fee” shall have the meaning as specified in the Commercial Terms and Conditions;
“Term” means the period of this Agreement as specified in Clause 3.1;
“Territory” means Republic of Philippines and its territorial waters; and
“Third Party Claim” means commencement or threatened commencement of any action, suit, proceeding, claim, arbitration, investigation or litigation, whether civil or criminal, at Law or in equity, made or brought by a third party (non-government).
2.1 This Agreement contains the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, inducements or conditions, expressed, or implied, oral or written, except which stated in the attachment.
2.2 The Client hereby reads, understands, agrees to the applicable Terms of Service: Transport, Delivery, and Logistics as set forth in the following link: https://zip-ph.com/terms-and-conditions, which may be updated by Z from time to time (The “Terms of Service”) and are deemed as integral part of this Agreement;
3.1 This Agreement shall take effect from the date of this Agreement and shall continue in force until terminated in writing by either Party.
4.1 Z appoints Client, and Client agrees to be appointed by Z as (i) Z ’s restaurant partner; and/or (ii) Z ’s retail partner, and/or (iii) Z ’s wholesale partner whereby Z is entitled to accept orders on behalf of the Client from End User through Z (“Services”).
4.2 The Services as provided under Clause 4.1 is limited to:
4.3 Z may carry out changes to Services, or suspend the Services, without notice.
4.4 Client hereby agrees to open and maintain cooperation with any Z authorized person or entity, to facilitate any payment related to Z services. In relation to Online Payment Feature, Client hereby gives its consent to Z authorized person or entity to collect Service Fee or any fees related to Z, on behalf of Z , from Client’s funds generated from payments made by using Online Payment Feature, by directly deducting the funds and in no cases Client will hold Z authorized person or entity liable for the performance of deduction of Client’s funds that is made for the collection of Service Fee or any fees related to Z and/ or on behalf of Z . Clients also agree to give the right to Z to share transaction data in relation to orders using Z App and/or Personal Data (if necessary) to Z authorized person or entity, solely for the purpose of such Online Payment Feature.
5.1 Z ’s Obligations
5.2 Client’s Obligations
6.1 In consideration to Z ’s provision of Services under this Agreement, the Client shall pay Z the Service Fee. The Client is not allowed to charge any service charge to the End User.
6.2 Client agree to pay any and all costs and expenses in connection with any payment obligation to Z including but not limited to promotion and campaign in the manner as Z may specify from time to time, either via Z ’s account, Online Payment Feature or other accounts or payment channels authorized by Z , which are intended to make payments for such payment obligation to Z.
6.3 The Client hereby agrees to pay and bear any costs such as admin/transfer fees or other fee, in connection with the transfers made by Online Payment Feature or other accounts or payment channels authorized by Z , which are intended to make payments to Client’s personal account.
7.1 Each Party warrants that it is the legal licensee of all Intellectual Property Rights used under this Agreement and free from any infringement or violation of any third party ownership or intellectual property rights and no other party will claim to have the same ownership of such Intellectual Property Rights.
7.2 All reports, specifications, other similar documents compiled or prepared in the course of this Agreement, including documents, materials produced in respect of the Services and any derivation of any Intellectual Property Rights granted by any Party, pursuant to Clause 7.1, shall be the absolute property of such Party throughout their preparation and at all times thereafter. For the avoidance of doubt, the Intellectual Property Rights subsisting in all reports, specifications and other similar documents set out in this clause shall at all times remain vested in the relevant Party.
7.3 Each Party warrants that it will not use any other Party’s trademark for any marketing activities, including but not limited to promotional activities without prior written consent from the other Party and unless it is conducted based on this Agreement.
8.1 All costs incidental to the preparation and completion of this Agreement, including legal costs (if any) and the stamp duty shall be borne equally by the Parties, provided that such costs shall be agreed in advance by the Parties.
9.1 Either Party warrants that each Party has entered into this Agreement in full reliance of the following representations and warranties:
9.1.1 Each Party has the capacity and power to enter into and perform and comply with the each Parties obligation under this Agreement;
9.1.2 this Agreement is a valid and binding obligation and enforceable against each Party in accordance with the terms hereof;
9.1.3 Each Party’s execution of and/or performance of or compliance with its obligations under this Agreement do not and will not violate any laws to which each Party is subject or any agreement to which each Party is a party or which is binding on each Party or each Party’s assets;
9.1.4 Each Party is not in default of any agreement to which each Party is bound which may materially and adversely affect each Party financial condition or each Party ability to perform any obligations under this Agreement nor are there any actions, proceedings, claims, investigations, litigation or arbitration pending or threatened against each Party which may have a similar or analogous effect; and
9.1.5 Each Party complies and owns all mandatory licenses under each Party applicable law in its applicable jurisdiction and each person who represents and binds each Party to this Agreement is authorized to represent and to bind each Party.
9.2 Either Party warrants that the representations and warranties in this Clause 9 shall continue to be true for so long as this Agreement subsists, and each Party will bear the risk respectively and legally be processed if in the event the representation and warranties stated herein are proven to be incorrect or untrue. All Service Fee remains outstanding and shall promptly notify each Party in the event any of the aforementioned representations or warranties is incorrect or become untrue in any way or form.
10.1 Either Party may terminate this Agreement in the event of a material breach by the other Party of this Agreement if the breach is not cured within two (2) days’ notice thereof by the non-breaching Party.
10.2 Either Party may terminate this Agreement by giving to the other Party not less than thirty (30) days’ written notice prior to the effective date of the termination as specified in the notice.
10.3 At any time, Z may, upon giving written notice to Client, immediately terminate this Agreement or temporarily suspend the Services, if:
(a) Z suspects that there is any unlawful, illegal and/or fraudulent act committed by Client and/or its employees or agents;
(b) Client repeatedly receives bad reviews from End Users or complaints of failure to fulfil meals orders; or
(c) Client is in violation of any food safety or other regulations relating to restaurants and/or meals.
10.4 At any time, either Party may terminate this Agreement, upon giving written notice to the other Party thirty (30) days prior to the intended date thereof. However, either party may terminate this Agreement immediately upon giving a written notice, if the other Party violates any of the provisions of this agreement, terminates or suspends its business, enters into bankruptcy or insolvency proceedings or other analogous proceedings, or becomes subject to any law, regulation or restriction which prevents such other Party performing its obligations under this Agreement.
10.5 The termination of this Agreement shall not relieve or limit each of the Parties from its obligations, responsibilities and liabilities accruing prior to such termination.
11.1 The Client agrees to defend, indemnify and keep indemnified and hold harmless Z, its assets, subsidiaries, Affiliates, agents, directors, officers, employees and/or assignees, harmless from and against any claims, damages, costs, judgments, losses or expenses (including reasonable attorneys’ fees), arising in relation to matters outside Z ’s control, including but not limited to the quality of food and beverage and services provided by the Client, as well as the restaurant’s safety or hygiene. The Client further indemnifies Z from Third Party Claim resulting from any violation of laws and regulations by the Client.
11.2 Notwithstanding any other provision herein, it is agreed that neither Party shall be liable to the other Party for any loss of profit, goodwill, business opportunity, and anticipated savings or for any indirect or consequential loss or damage suffered or flowing from either Party.
11.3 Z cannot guarantee that its Services will be free from any malfunctions, but will exercise all reasonable endeavour to resolve any such case.
12.1 Each Party shall keep confidential and shall not disclose to any person or use directly or indirectly for its own or any other person’s benefit other than for the due performance by it of its obligations under this Agreement, any Confidential Information disclosed, made available or otherwise provided to the Receiving Party by or on behalf of the Disclosing Party. This clause shall not apply to any Confidential Information which at the time it is disclosed, made available or otherwise provided by the Disclosing Party, is in the public domain and shall cease to apply to any information which subsequently becomes publicly available otherwise than as a consequence of any breach by the Receiving Party.
12.2 The Receiving Party may disclose Confidential Information to:
12.2.1 its directors and employees to the extent that their duties will require them to have access to such Confidential Information, provided that the Receiving Party shall instruct such directors and employees to treat such Confidential Information as confidential and not use such Confidential Information for any purpose other than the proper discharge by them of their duties; and
12.2.2 its external auditors, lawyers and professional advisers, and the Receiving Party shall ensure that the persons to whom such disclosure is made are contractually bound by the provisions of this clause by the incorporation of corresponding provisions of confidentiality in their employment and other applicable contracts.
12.3 These confidentiality obligations shall endure, even after the expiry or termination of this Agreement, with limit 3 (three) months after the expiry of this Agreement and/or until the Confidential Information enters the public domain.
13.1 Both Parties herewith shall comply with their respective obligations as the Data User and the Data Processor as required under all applicable laws and regulations in connection with any Personal Data in relation to this Agreement.
14.1 Both Parties are released from responsibility to all obligations and delay of work as consequence of Force Majeure. Force Majeure is defined as any extraordinary circumstances which is an unforeseeable, inevitable event and/or beyond reasonable control of the Parties including but not limited to epidemic or pandemic (except the epidemic/pandemic of Corona Virus Disease 2019 (Covid-19), natural disaster, war, rebellion, aggression, sabotage, riot of mass, and existence of governmental laws, rules or regulations which directly influences or affects the performance of this Agreement.
14.2 If one of the Party has delayed or prevented from performing its obligations hereunder as a result of an event of Force Majeure, it shall promptly notify the other Party in writing as soon as possible after the occurrence of such an event of Force Majeure.
14.3 If the Party, who is suffering, does not or neglects to notify the other Party hence all lost, risks and consequences which may arise shall be borne solely by the Party who suffered from such Force Majeure.
14.4 If the event of Force Majeure continues for a period exceeding 60 (sixty days) calendar days and both Parties had negotiated in good faith and did not settle on a suitable resolution, then either Party shall be entitled to terminate this Agreement by written notice to the other Party hereto.
15.1 The invalidity or unenforceability for any reason of any part of this Agreement shall not prejudice or affect the validity or enforceability of the remainder of this Agreement.
15.2 If further lawful performance of this Agreement or any part of it shall be made impossible by the final judgment or final order of any court of competent jurisdiction, commission or government agency or similar authority having jurisdiction over either Party, the Parties shall forthwith use their reasonable endeavors to agree amendments to this Agreement so as to comply with such judgment or order.
16.1 Z reserves the right to modify or amend the general terms and conditions without the Client’s consent. However, Z shall notify such changes through email and the Client has the chance to object within 2 weeks as of the receipt of such notification of changes.
16.2 Any terms and conditions of the Client are not part of this Agreement unless Z expressly agrees to adhere to them in writing.
17.1 Z may assign all or any part of this Agreement or its rights, interest or obligations at any time to any of its Affiliates which can sufficiently execute the obligations under this Agreement.
18.1 All notices, demands or other communications required or permitted to be given or made under this Agreement shall be in writing and delivered personally or sent by email, prepaid registered post or by fax as specified in the Commercial Terms and Conditions.
18.2 If occurs any change to the address above, then the Party who change its address shall inform the other party at the latest 3 (three) business days prior to the effectiveness of such change.
18.3 Any such notice, demand or communication shall be deemed to have been duly served:
18.3.1 in case of a notice delivered by hand, on the day of actual delivery as evidenced by receipt;
18.3.2 in case of a notice transmitted by facsimile, on the day of transmission as evidenced by receipt of transmission from the sender’s machine (transmission report) stating that the communication has been sent in full without error and received by the recipient;
18.3.3 in case a notice sent by registered post, 3 days after posting;
Provided that, any notice given in accordance with the above but received on a day which is not a business day or received after normal business hours at the place of the recipient shall be deemed to have been duly received on the next business day.
19.1 This Agreement is governed and construed under the Philippine laws.
19.2 In case of any dispute arising from this agreement, the same shall be filed exclusively in the proper courts in Quezon City to the exclusion of any other court venue and/or jurisdiction .
20.1. The third-party agreement which stipulates that Driver agrees to provide goods/items which was ordered to the Client by the Z ’s End User, shall constitute as an independent agreement between the end-user and the Driver which is not an employee or agent of Z .
20.2. Z does not provide any transportation services and shall not be held responsible whatsoever for any Driver’s action, negligence, failure, lateness, or rejection to provide transportation service, specifically retail and/or food delivery service from Client’s store to the End User. Regarding the delivery of products using the Cash On Delivery (COD) payment method, Z and / or its affiliates, are not responsible for any losses that may arise from the payment method chosen by the End User. Any losses or damages that may occur are entirely the responsibility of the Driver together with End Users and Third Parties who sell products to End Users.
20.3. Z does not and shall not guarantee the safety, reliability, compatibility, or capability of the Driver during the performance of his/her obligation in delivering the retail products, and/or food and/or beverages from Client’s store to the end-user. Therefore, the Client hereby hold Z harmless and discharge Z from any and all responsibility, claim, cause, or damage which occurs from such delivery service.
20.4. The Client shall not cause the Driver to assert any claim or interest in, or take any action which may in any way: