Terms & Conditions - Restaurant

EazyEat Service Agreement

The Order Form and Supplemental Terms (attached as Schedule 1) are collectively referred to as the “Agreement”. Capitalized terms used here but not defined in this Order Form shall have the meanings given to such terms in the Supplemental Term.

A.  EazyEat Services:

Eazy and/or its Affiliates will make available to Merchant, EazyEat Services.

a.    Services

                                         i.   Marketplace

                                        ii.   Delivery:

- EazyEat Delivery Service

                                       iii.   Payment Processing

Optional Services

a. Device

b. Photographic Content

B.  Fees

1. Marketplace Service Fee:

8% of Item Revenue

2. Payment Processing Fee:

 1.5% of Item Revenue

3. Cancellation Fee:

2% of Item Revenue

4. Device Rental Fee:

CFA 48,000 per year (Deductible CFA 4,000 per Month)

5. Activation fee:

Free

6. Photographic Content Fee:

CFA 100 per Capture 

C.  EazyEat Support

In connection with the EazyEat Services, Eazy and/or its Affiliates may make available to Merchant, on a royalty-free basis, for a limited term in accordance with this Agreement:

1. EazyEat Tools– onboarding system, restaurant management system, and order management system (individually referred as “EazyEat Tool”); and

2. EazyEat Platform.

D. Miscellaneous

1. The term of the Agreement shall commence from the Go-live Date (the “Effective Date”) and, unless earlier terminated in accordance with the Agreement, will continue for a period of one (1) year from the Effective Date ("Initial Term"). Thereafter the term will be automatically renewed for successive one (1) year periods (each, a "Renewal Term" and together with the Initial Term, the "Term") unless and until terminated in accordance with the Agreement.

2. Eazy may amend the Fees or introduce any new Fees by providing fourteen (14) days notice in advance to the Merchant by a notification on EazyEat Tool or through an e-mail. The Merchant’s continued use of the services and the EazyEat Tool shall be deemed acceptance by the Merchant of the amended Fees.

3. Merchant acknowledges that Eazy may amend the Agreement from time to time, at its sole discretion, and with fourteen (14) days prior notice to the Merchant. The amended version of the Agreement will be notified on the EazyEat Tools or through e-mail. Merchant’s continued access to or use of the EazyEat Services and/or EazyEat Tool after such amended Supplemental Terms become effective constitutes Merchant’s consent to be bound by the amended Supplemental Terms.

E.  Acceptance

By accepting this Order Form and Supplemental Terms, the Merchant confirms that:

a. The Merchant is the sole owner or authorized licensee or authorized franchisee of the Restaurants;

b. The access to EazyEat Tools has been provided by the Merchant to its authorised representative only and the Agreement has been accepted by the authorised representative of the Merchant who has the power and capacity to legally bind the Merchant.

c. Merchant agrees that Eazy will deduct all necessary fees from payments collected on behalf of Merchant from Merchant's customers as agreed in the terms and conditions of this Agreement, but such deduction will begin after the first 30 days from the Go-Live Date.

d. This Order Form and the Supplemental Terms form a valid, legal, and binding agreement between the Merchant and Eazy unless, the Merchant and Eazy have entered into a separate written agreement in which case, the terms of such agreement will govern.

Schedule 1

Supplemental Terms

General Supplemental Terms

Definitions

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

"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.

"Aggregate Data" means aggregate, anonymized data related to Merchant's transactions in connection with the EazyEat Services.

"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).

"Brand Matter" means an event that, in Eazy’s reasonable judgment, causes it or its Affiliates to have concern for the reputation of its brand, including, but not limited to, high cancellation or non-acceptance rates (as determined by Eazy) and matters related to the alleged violation of any Applicable Laws.

“Cancellation Fee” means a Fee charged to the Merchant in case Merchant cancels the Order for any reason after accepting it on EazyEat Tool.

"Cash Order" means an order where EazyEat allows a Customer to pay 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 the other (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, EazyEat 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 EazyEat Platform 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 the information provided by a Customer in response to prompting by the EazyEat Platform, including rating of Item(s) and comments or feedback related to the Customer’s experience with Merchant, the relevant Item(s) on the EazyEat Platform, and the delivery services provided by EazyEat Delivery.

“Delivery Charge” means a delivery charge collected by EazyEat from Customer.

"Delivery Partner" means a person who intends to provide on demand delivery services on a Merchant’s behalf using the EazyEat Platform.

“Delivery Service Fee” means a Fee paid by EazyEat Delivery Partners to Eazy in consideration for the use of the EazyEat Delivery 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.

"Device Fee" means a Fee paid by Merchant to Eazy for a device to access the EazyEat Tools.

“Fees" means any applicable fees charged by Eazy to the Merchant and revised from time to time as per the as set forth in the Order Form and revised from time to time as per the provisions of the Agreement.

"Feedback" means information provided by Merchant to Eazy including feedback, suggestions, comments, ideas, or other concepts relating to EazyEat’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, pandemics, strikes, work stoppage or other labor disturbances, war or sabotage.

“Go Live Date” means the date when Merchant receives the first Order on EazyEat Platform.

"Indemnified Party" means the party receiving indemnification from the Indemnifying Party.

"Indemnifying Party" means the party providing indemnification to the Indemnified Party.

"Invoice Details" means information required for the accurate calculation and preparation of invoices by Eazy.

"Item" means food, beverage, or any other product made available by Merchant to Customer via the EazyEat Platform.

"Item Revenue" means the gross amount charged by the Merchant to any Customer that is attributable to any Item(s) placed through EazyEat Platform, less all (i) applicable taxes, (ii) discounts being offered by the Merchant on the EazyEat Platform, (if any) and (iii) packaging, delivery and any other charges levied by the Merchant.

“Item Payment” means the Retail Price of the Item(s) sold by Merchant via the EazyEat Platform (including any VAT or other sales tax).

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

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

“Marketplace Service Fee” means a Fee paid by Merchant to Eazy in consideration for the use of the Marketplace Services. Merchant's Marketplace Service Fee is specifically set forth in the Order Form.

"Marketplace Services" means certain services made available by Eazy and/or its Affiliates to Merchant to facilitate the marketing, sale and provision Items by Merchant to Customers, including on-demand, lead generation, marketing, operational, delivery, logistic, and other support.

“Menu” means a list of food, beverages, and other Items made available by the Merchant via the EazyEat Platform and that may be ordered by a Customer.

“Merchant” means the other party entity identified in the onboarding tool.

"Merchant Marketing Materials" means videos, still images or other materials provided by Merchant to Eazy for use in connection with the display of Merchant’s Items on the EazyEat Platform.

"Method" means a method by which Items requested by a Customer through the EazyEat Platform may be transferred from Merchant to such Customer.

"Eazy" means Societe Eazy SARL, a company registered in Mali.

"EazyEat Competitor" means any person engaged in the lead-generation, demand prediction, payment processing or other related services for the delivery of food and beverages who, in the reasonable determination of Eazy, is deemed to be a competitor of the EazyEat Platform.

"EazyEat Data" means all data related to the access and use of the EazyEat Services and EazyEat Tools, including but not limited to all Personal Data related to Merchant and Customers.

"EazyEat Delivery Partner" means an employee, contractor, worker or agent of EazyEat who intends to provide on demand delivery services on a Merchant’s behalf using the EazyEat Platform.

"EazyEat Delivery Service" means the delivery and logistic services that Eazy shall make available to Merchant allowing Items to be transferred from Merchant to Customer via EazyEat Delivery Partners.

"EazyEat Marketing Materials" means video, still images and/or other materials created by Eazy (or a party designated by Eazy acting on Eazy’s behalf) for marketing and other efforts related to the EazyEat Platform.

"EazyEat Platform" means a website, application or other technology interface made available by Eazy and/or its Affiliates to Customers, on a royalty-free basis, to purchase Items and, if applicable, delivery services from Merchant.

“EazyEat Services” means the services mentioned in the Order Form and other services provided through EazyEat tools.

"Offer" means a short-term promotional offer that is created and fulfilled by Merchant that is intended to stimulate Customer demand through the EazyEat Platform (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 Eazy to Merchant which allow Merchant to create and provide Offers to Customers.

“Order” means a combination of food and/or beverage ordered by the Customer through the Merchant via the EazyEat Platform. "Order" is a subset of "Item," and any terms and conditions related to "Items" also apply to "Orders."

“Payment Processing Fee” means a Fee paid by the Merchant to Eazy in consideration for the use of the Payment Processing Services. Merchant's Payment Processing Fee is specifically set forth in the Order Form.

“Payment Processing Services” means the payment processing functionality facilitated by the EazyEat Tools for Orders.

"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.

“Photographic Content Fee” means a Fee paid by Merchant to Eazy in consideration for the photography of a Merchant’s Menu for use on the EazyEat Platform.

"Representatives" means with respect to a party, it’s or its Affiliates’ respective officers, directors, employees or agents.

"Required Documentation" means all documentation required by Eazy from Merchant, including but not limited to business license, identification, tax identification, information regarding VAT status, banking documentation, and all Invoice Details.

"Restaurant” means a restaurant listed on EazyEat Platform and having the same brand name.

"Restaurant Fulfilled Cash Order" means an order where Eazy permits a Customer to pay for a given Item provided by Merchant and all associated fees and charges resulting from that transaction in cash.

"Retail Price" means the original listed price determined by Merchant for each Item to be made available for sale via the EazyEat Platform prior to any discounts or promotions.

“Revenue Transfer” means the calculation of Item Revenue to be transferred from Eazy to Merchant.

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

"Supplemental Terms" means the General Supplemental Terms, the Specific Supplemental Terms, and any other terms applicable to the use of the EazyEat Services, EazyEat Tools, and/or EazyEat Platform and shared with the Merchant.

“Transportation Method” means the mode of transportation used by a Delivery Partner to transport Items from the Merchant to Customer.

"Term" means the Initial Term together with all Renewal Terms.

"Territory" means Mali.

"VAT" means any Value Added Taxes, General Service Taxes and/or similar sales taxes.

"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 Eazy from time to time and related to cuisine demand, consumer preferences and restaurant case studies to help inform Merchant’s Virtual Restaurant menu choices.

 1.     EazyEat Services

General. Eazy and/or its Affiliates will make the applicable EazyEat Services available to Merchant including, but not limited to, the Marketplace Service, Delivery Service, and Payment Processing Service. The EazyEat Services are solely for use by Merchant, subject to the terms of this Agreement.

a.      Appointment of Limited Payment Collection Agent.

i. Merchant hereby appoints Eazy 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 EazyEat Platform, via the Payment Processing Services facilitated by the EazyEat Tools, and (B) transferring to Merchant the Retail Price (plus VAT and any other fees collected on Merchant’s behalf) less the retained Fees and any refunds given to the Customers on behalf of Merchant.

ii. Merchant agrees that payment collected by Eazy on Merchant’s behalf will be considered the same as payment made directly to Merchant.

iii. If reasonable, Eazy 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 EazyEat Tools within fourteen (14) calendar days of Merchant being notified of such adjustment. Eazy reserves the right to, and Merchant authorizes Eazy 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.

iv. In exceptional circumstances only (as determined by Eazy in its sole discretion, acting reasonably), Eazy 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 1(j) of these General Supplemental Terms.

v. Eazy 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.

vi. Eazy may engage any of its Affiliates to perform the activity of limited payment collection agent. Such engagement may be subject to additional terms.

b. Cash. Eazy and/or its Affiliates 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").

c. EazyEat Tools. Eazy may make available certain EazyEat Tools to Merchant, and Merchant may access and use those EazyEat Tools solely in connection with Merchant’s use of the EazyEat Services. The EazyEat Tools, including all intellectual property rights therein, are and shall remain the property of Eazy, its Affiliates or their respective licensors. Neither this Agreement nor Merchant’s use of the EazyEat Tools or EazyEat Data conveys or grants to Merchant any rights in or related to the EazyEat Tools or EazyEat Data, except for the limited license granted above.

d.  EazyEat Platform. Merchant acknowledges and agrees that once it has accepted a request for an order of Items, the EazyEat Platform may provide certain information about Merchant to the Customer, including Merchant’s name and contact number. As between Merchant and Eazy, Eazy will retain sole and absolute control over the EazyEat Platform (and all elements of the user experience and user interface relating to the EazyEat Platform), including, without limitation, with respect to:

i.          the personalization of the EazyEat Platform for Customers;

ii.         the prioritization and display of options available to Customers;

iii.       the search functionality and results provided to Customers; and

iv.         adding, removing or otherwise modifying any feature or functionality made available through the EazyEat Platform to optimize reliability or efficiency on the EazyEat Platform.

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

f.  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. Eazy and its Affiliates provide, and Merchant accepts, the EazyEat Tools and EazyEat Platform on an "as is" and "as available" basis. Eazy and its Affiliates do not represent, warrant or guarantee that its access to or use of the EazyEat Tools or EazyEat Platform: (i) will be uninterrupted or error free; or (ii) will result in any requests for orders of Items (and delivery, if applicable). Eazy 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 Eazy and its Affiliates do not screen or otherwise evaluate Customers. By using the EazyEat Tools, Merchant acknowledges and agrees that Merchant or a Delivery Partner may be introduced to a third party that may pose harm or risk to Merchant, Delivery Partners or other third parties. Merchants are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the EazyEat Services and EazyEat Tools. Eazy does not represent, warrant or guarantee the safety of any Items. Notwithstanding Eazy’s appointment as limited payment collection agent of Merchant for the purpose of accepting payment from Customers on its behalf, Eazy and its Affiliates expressly disclaim all liability for any act or omission of Merchant, any Delivery Partners employed, any Customer or other third party.

g.  Complaints. In connection with the provision of EazyEat Services to Merchant, Eazy, on behalf of Merchant, may respond to complaints by Customers about Items and/or delivery sold by Merchant via the EazyEat Platform.

h.  Suspension of EazyEat Services. Eazy, at its sole discretion, reserves the right to temporarily or permanently suspend, in whole or in part, Merchant’s access to the EazyEat Services and EazyEat Tools if:

i           Merchant fails to provide Required Documentation in a timely manner;

ii.          Merchant’s account is in arrears;

iii.          A Brand Matter has occurred in accordance with clause VI of the Order Form; or

iv.          Merchant is, or Eazy reasonably believe Merchant is, in breach of this Agreement.

 2. Merchant’s Obligations.

a.  Availability of Items. Merchant will make Items available for purchase through the EazyEat Platform during its normal business hours.

i. 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.

ii. 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 EazyEat Platform. Eazy, at its sole discretion, reserves the right to remove from the EazyEat Platform any Item for sale by Merchant deemed unsuitable for sale on the EazyEat Platform.

 iii. Service Level Agreements. Merchant acknowledges and agrees that it will:

1.       Accept or reject an Order made by a Customer via the EazyEat Platform within five (5) minutes of receiving the Order via the EazyEat Tools; and

2.       Complete preparation of the Order within twenty (20) minutes of accepting the Order via the EazyEat Tools.

Failure to meet these Service Level Agreements may result in (a) a temporary or permanent suspension of Merchant’s access to the EazyEat Services and EazyEat Tools in accordance with clause 1(j) of these Supplemental Terms or (b) a refund to the Customer in accordance with clause 2(b)(iii) of these Supplemental Terms.

b.   Item Inventory and Delivery Services.

i. Merchant acknowledges and agrees that neither Eazy nor any EazyEat Delivery Partner takes title to any Item. Merchant remains responsible of Items and shall maintain possession, control and care of the Items at all times in full compliance with Applicable Laws.

ii. 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, Delivery Partners shall operate under cover of the Merchant’s retail and health and safety licenses, registrations, authorizations and privileges and control.

iii. 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). Eazy may deduct refunds from the Item Revenue transmitted to Merchant under this Agreement. Merchant acknowledges and agrees that it will be responsible for any refunds made for the following reasons:

1.       Merchant does not meet the Service Level Agreements described in section 2(a)(iii) for an Order;

2.       Merchant cancels an order after accepting; or

3.      Customer complains of wrong Items, missing Items, or about the food that can be proven via photographic evidence.

c. Documentation. Merchant will provide all documentation required by Eazy (including but not limited to business license, identification, tax identification, information regarding VAT status, banking documentation, and all Invoice Details) ("Required Documentation"). Merchant is solely responsible for providing Eazy with, and maintaining, accurate bank account information.

d.   Restrictions. Merchant will not, and will not allow any third party to: (i) use the EazyEat Services, the EazyEat 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 EazyEat Platform to compete with EazyEat, its Affiliates or the EazyEat Services; (ii) reverse engineer or attempt to discover any source code or underlying ideas or algorithms used to provide the EazyEat Services or EazyEat 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 EazyEat Services or EazyEat Tools (except as otherwise authorized by Eazy).

e.   Tax. Merchant is responsible for ensuring the accuracy of its own tax filings.

 3.  Ratings.

Merchant acknowledges and agrees that, after receiving Item(s), a Customer may be prompted by the EazyEat Platform 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 EazyEat Platform, and the delivery services experience ("Customer Feedback"). Eazy reserves the right to use, share, and display Customer Feedback in any manner in connection with the business of Eazy without attribution to or approval of Merchant. Eazy 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 EazyEat’s content policies.

4. Method Restrictions and Limitations.

a.  Delivery Radius Modification. Eazy, at its discretion, reserves the right to modify Merchant’s delivery radius for reasons including, without limitation, to prevent or otherwise limited unfulfilled orders.

b. Temporary Usage Restriction. Eazy, at its discretion, reserves the right to restrict or otherwise limit Merchant’s access to the EazyEat Platform for a period of time for reasons including, without limitation, to prevent or otherwise limited unfulfilled orders.

c.  Transfer Restrictions. The following restricted items may not be transferred via the EazyEat Platform: 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.

5. Marketing and Promotional Activities.

a. Marketing. Eazy may showcase the availability of Merchant’s Items via the EazyEat Platform through various promotional activities including, without limitation, social media channels, websites, advertisements, blogs or other media available now or hereinafter created. Eazy (or a party designated by Eazy acting on Eazy’s behalf) may create video, still images and/or other materials for marketing and other efforts related to the EazyEat Platform ("EazyEat Marketing Materials"). Merchant agrees that EazyEat Marketing Materials (including, without limitation, all intellectual property rights therein) are and will remain the sole and exclusive property of Eazy. Additionally, Merchant may choose to provide videos, still images and/or other materials to Eazy ("Merchant Marketing Materials") for use in connection with the display of Merchant’s Items on the EazyEat Platform, and Merchant hereby grants Eazy 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 EazyEat 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 utilization.

b.  No Additional Amounts. Merchant acknowledges and agrees that, through advertising and marketing, Eazy may seek to attract new merchants to EazyEat and to increase existing users of the EazyEat Services and EazyEat Platform. 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.

c. EazyEat Promotional Offers. Eazy may provide promotional Offers to Customers on the Merchant’s behalf through the EazyEat Platform. The scope of such Offers will be defined by Eazy. If Offer is entirely funded by Eazy, Merchant acknowledges and agrees that Eazy may discount Merchant’s Items at Eazy’s discretion. If Offer is at least partially funded by the Merchant, Eazy may only make an Offer available to Customers with written consent of Merchant.

i.Service Fees. When an Offer is funded entirely by Eazy, the Marketplace Service Fee and Delivery Service Fee will be calculated as described in the Agreement and will not change, regardless if the Offer is applied as a discount to the Retail Price of the Item or to delivery. For the avoidance of doubt, in instances where an Offer has been applied as discount to the Retail Price of the Item and is funded entirely by Eazy, the Marketplace Service Fee will be charged on the full Retail Price.

d.   Merchant Promotional Offers. Eazy may authorize Merchant to use certain automated tools that allow Merchant to provide promotional Offers to Customers through the EazyEat Platform 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.

e.  Merchant Promotional Offers. Subject to this Agreement and any other guidelines or eligibility criteria for Offers that Eazy may make available from time to time, Eazy hereby authorizes Merchant to use EazyEat’s proprietary, automated tools ("Offer Tools") to create and provide Offers to Customers. Unless otherwise specified by Eazy, 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 Eazy’s approval. Merchant is responsible for providing to Eazy Offer Materials in a format and within deadlines specified by Eazy for such to be reproduced for the provision of the Offer to Customers.

 ii. Enhanced Promotional Placements. Subject to EazyEat Platform functionality, Eazy 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 EazyEat Platform functionality.

iii.  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 Eazy)..

iv. Reporting and Offer Costs. Eazy 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. Eazy, in its sole discretion, may highlight Offers and/or the results of Offer in its own marketing materials.

v.  Service Fees. For Items where a Merchant Offer has been applied as a discount to the Retail Price of the Item, Eazy will charge Merchant a Marketplace Service Fee based on the discounted Retail Price and not the full Retail Price. Merchant agrees that Merchant is solely responsible for Offer Costs and that Eazy may deduct Offer Costs from Merchant's Item Revenue. If Merchant is paid for an Item, it is responsible for the Marketplace Service Fee and relevant Offer Costs.

vi. Modification, Suspension, Discontinuation. Eazy 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 Eazy 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.

e.  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.

 6. Virtual Restaurants.

a.  Definition. A Merchant who currently offers Items via the EazyEat Platform may, under certain conditions, operate a Virtual Restaurant. All Virtual Restaurant Items are sold by Merchant.

b.  Merchant’s Responsibilities. Without prejudice to any other provision of this Agreement, a Merchant operating a Virtual Restaurant must adhere to the following conditions:

i. Merchant represents and warrants that Merchant will prepare and sell all Items from Virtual Restaurant at Merchant’s restaurant premises.

ii. If this premises address changes, Merchant will provide Eazy with no less than seven (7) days’ advance written notice.

iii. 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 EazyEat Platform. Merchant agrees that Eazy may remove Virtual Restaurant from the EazyEat Platform if Eazy reasonably believes that it may infringe, misappropriate, or otherwise violate any intellectual property or other proprietary rights.

iv. Eazy may provide Merchant with Virtual Restaurant Data. Merchant agrees that any Virtual Restaurant Data provided by Eazy or its Affiliates to Merchant constitutes Confidential Information.

v. In consideration for access to Virtual Restaurant Data, Merchant will not enter into any agreement to make Items available via Virtual Restaurant, or using the same or similar menu or trading name to Virtual Restaurant, with any EazyEat Competitor.

7. Payment and Taxes.

a.  Fees and Taxes.

i. Payment Terms. All Fees under this Agreement will be paid in Francs. Eazy will deduct any Fees from the payment EazyEat collects from Customer on Merchant’s behalf, as detailed below.

ii. Revenue Transfer. Revenue Transfer under each Method is outlined in the applicable Specific Supplemental Terms. Item Revenue will be transferred once every week. Invoice for Fees will be generated to the Merchant on a weekly basis. . Eazy reserves the right to (a) settle owed amounts through subsequent revenue transfer till such amounts are recovered (b) settle owed amounts through the revenue transfer of another Merchant branch or restaurant using the EazyEat Services, (b) direct a Eazy Affiliate to settle owed amounts if Merchant has contracted with the Affiliate for services, and/or (c) suspend the Merchant’s access to the EazyEat Services in accordance with clause 1(j)(ii) of these Supplemental Terms.

iii. 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.

iv.  Marketing. In accordance with clause 9 of the Supplemental Terms, Eazy may invoice the Merchant for agreed upon joint Offers or marketing campaigns as agreed on mutually by the Parties. Merchant authorizes Eazy to raise invoices on its behalf, if necessary, for any services provided by Merchant to Eazy.

v.  Taxes on Fees.

1. All Fees payable pursuant to this Agreement shall be deemed to be exclusive of Value Added Tax (VAT). The term "VAT" includes any VAT, GST and/or similar sales taxes.

2. If VAT is chargeable on any Fees, the Merchant shall pay to Eazy an amount equal to the amount of the VAT in addition to and at the same time as payment of the Fees.

3. 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 Eazy 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.

b. Retail Price of Items and Taxes.

 i. Merchant is the "retailer" or "seller" of all Items. 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 EazyEat Platform (the "Retail Price"). The Retail Price for each Item will include VAT, but Merchant is solely responsible for determining and setting all applicable VAT and identifying and informing Eazy of the appropriate VAT amount for Eazy to charge Customers on Merchant’s behalf for Items available on the EazyEat Platform. To the extent that applicable VAT rate is not determined by Merchant, Merchant expressly authorizes Eazy to make such determination on its behalf and Merchant hereby acknowledges and agrees that Eazy will have no liability for the accuracy of any such determination. Merchant expressly authorizes Eazy, at Merchant’s direction, to collect such VAT on Merchant’s behalf.

ii. Merchant is solely responsible for the remittance of all applicable VAT, sellers use, transaction privilege, privilege, general excise, gross receipts, meals tax and similar transaction taxes in connection with the sale of Items.

c.  Reporting.

Eazy will provide Merchant with information regarding the number of Items sold by Merchant to its Customers. Eazy will also provide information to Merchant regarding any refunds given to its Customers by Eazy on Merchant’s behalf, including the date of the transaction, the Item(s) refunded, the reason for the refund and any other information Eazy is permitted to provide under applicable privacy laws and regulations.

d.  Invoices. 

For the Orders received and accepted by the Merchant through EazyEat Platform, Merchant will be responsible for issuing invoice to the Customer. Eazy will raise an invoice to the Merchant for the Fees. 

8. Marks.

Subject to this Agreement, each party hereby grants to the other party (and, in the case of Eazy, 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 utilization. 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 Eazy in connection with making Items available through the EazyEat Platform 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 do not, try to register or otherwise use and/or claim ownership in any of the EazyEat 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. 

9. Confidential Information; Personal Data; Feedback.

a.  Confidentiality. 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 Eazy 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".

b. Privacy. Merchant agrees to use Personal Data provided to Merchant by Eazy solely for the purpose of providing Items to Customers under this Agreement. Merchant agrees to use Personal Data provided to Merchant by Eazy solely by using the EazyEat Tools provided by Eazy and shall not copy, store, retain, remove from the EazyEat Tools or otherwise process the Personal Data.

c.  Aggregate Data. Merchant acknowledges that Eazy may use aggregate, anonymized data related to Merchant’s transactions in connection with the EazyEat Services ("Aggregate Data"). If Merchant allows a third party to provide technology services to Merchant in connection with Merchant’s obligations under this Agreement, then Eazy may share Aggregate Data with such third party to enable the provision of EazyEat Services to Merchant.

d. Third Party Disclosure. Merchant acknowledges that Eazy may share Merchant contact information (including name, address, email, and phone number) with third parties necessary to Merchant's onboarding on the EazyEat Platform, including logistics and/or delivery service providers (for the delivery of tablets or other equipment), as well as photography services (for any photography which may be provided by a third-party provider on behalf of Eazy).

e.  Passwords. Merchant is responsible for maintaining the integrity of information related to Merchant’s access and use of the EazyEat Tools and related EazyEat Services, including any password, login or key information. Merchant represents and warrants that Merchant will not share such information with any third party.

f.  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.

g. Feedback. Merchant may, but is not obligated to, provide or otherwise make available to Eazy certain feedback, suggestions, comments, ideas, or other concepts relating to EazyEat’s products and services ("Feedback"). However, to the extent that Merchant provides or otherwise makes available Feedback to Eazy, Merchant hereby grants to Eazy 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 utilization.

10. Representation and Warranties; Indemnification; Limitation of Liability.

a. Each party hereby represents and warrants that: (i) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (ii) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (iii) it has not entered into, and during the Term will not enter into, any agreement that would prevent it from complying with or performing under this Agreement; (iv) it will comply with all Applicable Laws in its performance of this Agreement; and (v) the content, media and other materials used or provided as part of this Agreement shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party. Merchant represents and warrants that (i) all nutritional and allergen information that is made available through the EazyEat Platform is, and at all times will remain, accurate and compliant with all Applicable Laws, (ii) it is solely responsible for any liability arising from the purchase and consumption of Items by Customers or third parties, and (iii) the individual clicking to accept terms through the dashboards is authorized by Merchant to bind, and does hereby bind, Merchant to such terms. Merchant agrees and ensures that all food law requirements are fulfilled, in particular regarding allergens and/or origin of products of animal origin to the extent required by Applicable Laws.

b. 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 their performance of this Agreement; (ii) any claims that, if true, would be a breach of any of the Indemnifying Party’s 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.

c. Merchant will indemnify, defend and hold harmless the Eazy 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 Eazy 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 EazyEat 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 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 Eazy or its employees, agents or Delivery Partners. With respect to the indemnities in (F) and (G) above, approval by a Eazy Party of any Offer or use of any Offer Materials shall not affect this right of indemnification.

d. 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 defense 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 defense of a claim, at Indemnifying Party’s expense.

e. Limit of Liability.  Except for a party’s indemnification obligations or a breach of confidentiality obligations as set out in the General Supplemental Terms: (i) in no event shall either party be liable for any claim for indirect or consequential damages of any kind, including loss of business profits, or damages for loss of business of Merchant or any third party arising out of this Agreement, or loss or inaccuracy of data of any kind, or loss of or damage to goodwill, whether based on contract, tort or any other legal theory, even if such party has been advised of the possibility of such damages; and (ii) EazyEat’s total cumulative liability of each and every kind under this Agreement shall not exceed 2000 CFA. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies.

11. Insurance. 

During the Term and for one (1) year thereafter, each party will maintain sufficient insurance coverage to meet its obligations under this Agreement and by law.

12. Governing Law and Jurisdiction.

a. This Agreement shall be governed by and construed in accordance with the laws of Mali. Both parties irrevocably submit to the exclusive jurisdiction of the courts of Mali.

 13. General.

a.  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.

b. Modification. Any modification or amendment to the Order Form shall be effective only if in writing and signed by both parties, provided that Eazy 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 III(B) of the Order Form.

c. 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.

d. 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.

e.  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 Eazy. Eazy 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. Eazy 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.

f. 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 labor law, tax law or social security law perspective), between Eazy (and/or its Affiliates) and Merchant or Eazy (and/or its Affiliates) and any Delivery Partners; and (b) except as specified in this Agreement, no joint venture, partnership, or agency relationship exists between Eazy (and/or EazyEat’s Affiliates) and Merchant. 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 Eazy 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.

g. 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."

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

i. Payment Processing Errors. Eazy reserves the right, in its sole discretion, to seek reimbursement from Merchant if Eazy discovers payment processing errors. Eazy 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 Eazy to use any or all of the above methods to seek reimbursement.