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VENDOR AGREEMENT

(for Restaurants)

Parties Foodpanda Vendor

Business Name foodpanda

Legal Entity Delivery Hero Philippines, Inc.

Website www.foodpanda.ph

Office Address 16/17F Milestone at Fifth Avenue, 5th


Avenue, BGC, Taguig City, Metro Manila

TIN 008-767-585

Represented By [Insert Name 1]


[Insert Name 2]

Position [Insert Position 1]


[Insert Position 2]

Email [Insert Email 1]


[Insert Email 2]

Agency Fee

Vendor shall pay Foodpanda the below “Agency Fee” in accordance with the attached Terms (as hereinafter defined) and
subject to the selected option.

Regular Rate Commission Package Rate


(tick if applicable) (tick if applicable)

Agency Fee: __% (VAT exclusive) of Vendor Revenue Commission Package Rate
Package Type:
Upon demand, Vendor agrees to pay Foodpanda an additional fixed fee Agency Fee: ____ % (VAT exclusive) of Vendor Revenue
of PhP224.00 (VAT exclusive) in the event that Foodpanda shall have Inclusions:
to return to Vendor in order to pick up and re-deliver any incorrect
Orders. Upon demand, Vendor agrees to pay Foodpanda an additional fixed fee
of PhP224.00 (VAT exclusive) in the event that Foodpanda shall
have to return to Vendor in order to pick up and re-deliver any
incorrect Orders.

“Vendor Revenue” is the gross amount of Orders on the Platforms which is computed as the sum of: food items +
container charges (IF applicable) + vendor delivery fee (IF applicable) + service fee (IF applicable) + any difference paid by
the customer to reach the minimum order value (IF applicable) + VAT (IF applicable).

Preferred Partnership Rebate: ____ % of Vendor Revenue + VAT applicable for such rebate.
(tick if applicable)

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The Preferred Partnership Rebate shall be paid by Foodpanda to the Vendor on the last settlement period of the month and shall
cover the Vendor Revenue of such month.

Platform Fee and Onboarding Fee

Vendor shall be charged a monthly “Platform Fee” of PhP1,000.00 (VAT inclusive) for the following benefits:

a) Delivery, maintenance, and replacement of the Device, subject to the Terms;


b) Vendor Onboarding training and re-training, if necessary;
c) Vendor maintenance on the Platforms which includes schedule and procedural updates, Menu Information
changes, and promotion setup; and
d) Access to the Vendor Portal to view business reports.

Vendor shall be charged a one-time fee “Onboarding Fee” of PhP300.00 (VAT inclusive) for the use of the
official Foodpanda Tablet with SIM Card with 1.5GB of monthly mobile data, valued at PhP10,000.00 (the
“Device”), which shall be used for receiving and accepting orders.

The Vendor shall pay the Platform Fee and Onboarding Fee as part of the Amounts Payable in accordance with
the Terms.

Limited Special Offer: “FOOD ONLINE YOU EAT WITH YOUR EYES”
PHOTOGRAPHY PACKAGE | HOW TO GET MORE ORDERS

In exchange for the provision of a Photography Package that will increase Vendor’s attraction to Customers and
result in increased orders, the Vendor shall pay Foodpanda a monthly sum of:

a) Hungry Package Inclusion: 10 Dish Level Photos and 3 Venue Photos for PhP500.00/month – Package
Value: PhP12,000.00; or
b) Starving Package Inclusion: 20 Dish Level Photos and 5 Venue Photos for PhP700.00/month – Package
Value: PhP16,800.00

Provision (a) or (b), as applicable, shall be referred to as the “Photography Fee”.

Hungry Photo Package Starving Photo Package


(tick if applicable) (tick if applicable)

Premium Placement
For a “Placement Fee” indicated below, the Vendor shall: (1) be boosted into the Top 20 position on the
Platforms (as hereinafter defined); and (2) receive an attractive “Featured” tag in prominent pink. These shall
attract Customers to the Vendor’s offerings on the Platforms and increase Orders.

Vendor to pay: ________________ Duration: ________________ Period: ________________

Vendor Bank Account Details


Bank Name:
Bank Account Name:
Account Number:

Invoicing Contact
Name:

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Position:
Email:
Phone:

The conditions of this Vendor Agreement and the attached Terms and Conditions are all agreed upon by the Parties
hereunder, SIGNED BY, for and behalf of:

Delivery Hero Philippines, Inc. [Name of Vendor]


Date: ________________________________ ________________________________

Signature: ________________________________ ________________________________

Name, Position: ________________________________ ________________________________

Signature: Kristine Luneta, Head of Sales


________________________________

Name, Position: ________________________________

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TERMS AND CONDITIONS

Foodpanda and the Vendor shall collectively be referred 1.1.2. have the right to influence the prices for the
to as “Parties” and individually as a “Party”, as the food items offered by the Vendor on a
case may be. case-by-case basis by offering discounts at
WHEREAS, the Vendor, through this Agreement (as Foodpanda’s sole cost, provided that in no case
hereinafter defined), appoints Foodpanda as its agent shall Foodpanda increase the prices provided
and grants Foodpanda full authority to conclude and by the Vendor;
negotiate contracts with customers in the name and for 1.1.3. provide the Vendor with the Device and the
the account of the Vendor for orders of the Vendor’s other benefits covered by the Platform Fee;
food and beverage items offered on Foodpanda’s online 1.1.4. in the event of Foodpanda performing the
platform www.foodpanda.ph and corporate sub-domain delivery services:
www.corporate.foodpanda.ph (individually and jointly a) effect such deliveries in accordance with
the “Website”) and mobile application (collectively, the the delivery time indicated on the
“Platforms”). It is understood that Foodpanda does Platforms;
not act on behalf of the customers who use the b) ensure that the delivery time stated on the
Platforms to order the Vendor’s food and beverage Platforms complies with the delivery time
items (the “Customers”); actually required;
WHEREAS, Foodpanda, through the Platforms, c) ensure that Foodpanda delivery personnel
provides an online marketplace where Customers can (the “Rider”) shall be at the Vendor’s
order food and beverage items directly from the registered premises to collect the Order at
Vendor. Thereto, Foodpanda receives the order of the the time stated when the Order was
Customer through the Platforms (the “Order”), transmitted to the Vendor;
transmits the Order via the Device, or, in exceptional d) ensure that all Orders will be delivered in a
circumstances, by phone, to the Vendor, and receives state that a Customer would expect for that
the payment of the Customer for the Order (except in type of food, provided that the Vendor
cases where Customer pays cash on delivery and the complies with the obligation in Clause
Order is received by the Customer through Vendor 2.1.6; and
Delivery or Customer Pick-Up). The payment is e) have the right to charge the Customer a
received by Foodpanda in the name and for the account delivery fee, determine a minimum order
of the Vendor and is transferred to the Vendor, after value and to charge the customer a small
deducting the fees agreed upon by the Parties; order fee for orders that do not hit the said
WHEREAS, in addition to the online marketplace, the minimum order value, at its sole discretion.
Parties shall also agree on who shall deliver the Order 1.1.5. transfer to the Vendor, the Vendor Revenue
from the Vendor to the Customer once an Order placed plus Vendor discounts/vouchers less the
on the Platforms is made available to the Vendor Agency Fee and Amounts Payable (as
(except in cases where the Customer chooses Customer hereinafter defined);
Pick-Up), moreover Vendor has the option of availing 1.1.6. inform the Vendor in writing of any changes
of the pandago Service (as hereinafter defined) subject implemented to the ordering or payment
to the payment of the pandago fee (as hereinafter procedures of Foodpanda at least two (2) days
defined); prior to the intended change taking place;
WHEREAS, the contracts concluded with Customers 1.1.7. have the right to make real time adjustments to
by Foodpanda on behalf of the Vendor through the any services related to the delivery of the
Platforms shall be based on the General Terms and Orders, including delivery areas and
Conditions as accepted by the Customers and posted on operational timing, to improve Customer
the Platforms; and experience;
WHEREAS, these Terms and Conditions (the 1.1.8. have the right to refuse the onboarding of
“Terms”) together with the Vendor Agreement form Customers in cases where Foodpanda is not
the agreement (the “Agreement”) through which satisfied with the outcome of customer
Foodpanda provides online food ordering for the verification measures (e.g., SMS verification).
Vendor, and, where applicable, delivery services to the Additionally, Foodpanda has the right to block
Customer (together referred to as “Services”). Customers from ordering in the event of a
Customer abusing any promotions or in any
1. Foodpanda’s Rights and Obligations other case of fraud-like attempts by the
1.1. Foodpanda shall: Customer on the Platforms and on orders to
1.1.1. have the right to determine the layout and the the Vendor; and
presentation of the Menu Information (as 1.1.9. have the right to reduce the prices of the items
hereinafter defined) on the Platform, provided offered by the Vendor on the Platforms to
that no new or untrue information shall be match the prices of those same items as may
made available; be listed by the Vendor on: (i) its own sales

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channels; or (ii) other online food delivery Citizens and Persons with Disabilities
platforms where the Vendor is available, Discount;
should Vendor fail to provide the notification 2.1.6. upon accepting an Order, prepare and fulfill
required under Clause 2.1.14. such Order without delay, pack it in
1.1.10. have the right to charge the customer a service accordance with Foodpanda standards and
fee (“Service Fee”). requirements as may be communicated from
time to time, and at no less than the common
2. Vendor’s Rights and Obligations standard of the Vendor, and transfer it to the
2.1. The Vendor shall: Rider, to its own delivery personnel, or to the
2.1.1. ensure that it makes personnel available to Customer, as applicable, with cutlery, if
receive the appropriate training from required;
Foodpanda in order for the Vendor to operate 2.1.7. Applicable only in case of Vendor Delivery:
the Device, the Vendor Portal, the backend in the event of Vendor Delivery (i.e., the
and other necessary systems, if any (the Vendor using its own delivery personnel to
“System”) with ease; deliver the Order to the Customer), the
2.1.2. provide Foodpanda with all of its menu Vendor shall:
information, including but not limited to: a.) provide Foodpanda with a realistic
menu items; allergen information; minimum estimated delivery time;
order values; promotions; discounts; opening b.) deliver to the Customer all accepted
hours; times of delivery and areas of delivery Orders within the time indicated at
(if applicable) (“Menu Information”) to be acceptance by the Vendor;
made available for listing on the Platforms. c.) immediately inform Foodpanda of any
Should the Vendor wish to change any of the delay in delivering the Order according to
details in the Menu Information, it shall the estimated delivery time;
inform Foodpanda in writing of any such d.) deliver the Order in a state that a
suggested change at least two (2) business days Customer would expect for that type of
before the intended change takes place, food, with the appropriate packaging; and
together with an updated copy of the complete e.) inform Foodpanda about any cancelled,
Menu Information reflecting the change. Such fake or any non-fulfilled Orders within
change shall not occur more than once per forty-eight (48) hours from acceptance of
month, barring exceptional circumstances; the Order;
2.1.3. provide Foodpanda with a clear acceptance or 2.1.8. Applicable only in case of Customer
rejection of all Orders transmitted by Pick-Up: in the event of Customer Pick-Up
Foodpanda, no later than two (2) minutes (i.e., the Customers chooses to pick-up the
from the time the Order was made available to Order from the Vendor), the Vendor shall:
the Vendor; a.) provide Foodpanda with a realistic
2.1.4. provide Foodpanda, its employees, agents, estimated time for preparation of the
consultants, subcontractors, and Riders, with Order;
access to the Vendor’s premises and other b.) be ready to have the Customer pick-up the
facilities as reasonably required by Foodpanda accepted Order within the time indicated
to perform the Services; at acceptance by the Vendor;
2.1.5. comply with all local Laws and Regulations c.) immediately inform Foodpanda of any
and obtain and maintain all necessary licenses, delay in preparing the Order according to
permissions, and consents (including, without the estimated time;
limitation, any food and beverage and/or d.) prepare the Order in a state that a
health and safety legislation and/or Customer would expect for that type of
regulations) which may be required in order to food, with the appropriate packaging; and
perform its obligations under this Agreement e.) inform Foodpanda about any cancelled,
and to offer the food items on the Platforms, fake or any non-fulfilled Orders within
including the issuance of a BIR-registered forty-eight (48) hours from acceptance of
receipt for every Order, including Official the Order;
Receipts if so requested by the Customer. For 2.1.9. in the exceptional case of the Vendor
the avoidance of doubt, the order slip printed providing Foodpanda with a rejection under
by the Device is not the BIR-registered receipt Clause 2.1.3, the Vendor shall clearly state the
of the Vendor and Vendor is prohibited from reason for such rejection no later than two (2)
including or attaching the order slip with the minutes from the time the Order was made
Customer’s Order. This obligation also available to the Vendor;
includes the Vendor’s obligation to comply 2.1.10. be solely responsible and liable for any and all
with any regulatory mandate on the application Customer queries, claims and/or complaints in
of statutory discounts such as the Senior respect of the contents and quality of the food

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and Orders and any consequential effects f) not suffer or permit the Device to be
thereof; confiscated, seized, or taken out of its
2.1.11. ensure that the Vendor has available at all possession or control under any distress,
times sufficient capacity (including staff, food execution or other legal process, but if the
items and equipment) to process all Orders Device is so confiscated, seized or taken,
received from Foodpanda in accordance with the Vendor shall notify Foodpanda and the
the average delivery time provided to the Vendor shall at its sole expense use its best
Customers; endeavors to procure an immediate release
2.1.12. immediately inform Foodpanda of any food of the Device and shall indemnify
items that are not available at any given time Foodpanda on demand against all losses,
and shall do so by accessing the System, if costs, charges, damages and expenses
available to the Vendor, or by phone, if access incurred as a result of such confiscation;
through the System is not possible; g) not use the Device for personal use and/or
2.1.13. ensure that all portions provided to the any unlawful purpose;
Customers shall be of the same size and h) not claim any ownership or other rights
quality as the portions provided by the Vendor over the Device; and
to the Vendor Customers (as hereinafter i) pay Foodpanda for the full value of the
defined); Device (PhP10,000.00) plus liquidated
2.1.14. ensure that the prices and minimum order damages in the amount of (PhP40,000.00)
values offered to the Customers unless in case the Device is damaged or lost due
otherwise modified or adjusted by Foodpanda, to the Vendor’s fault or negligence;
are consistently identical to the prices offered 2.1.16. perform its obligations under this Agreement
to the customers of the Vendor who order at all times in a competent, professional, and
directly from the Vendor or through other businesslike manner, within established
channels outside the Platform (the “Vendor industry standards, practices, and principles,
Customers”). Without prejudice to Clause and within the time deadlines set forth herein;
1.1.9, should the Vendor wish to offer any 2.1.17. if the Vendor is Halal certified, it must inform
prices lower than those provided as part of the Foodpanda in writing of this certification and,
Menu Information, whether through any where required, provide Foodpanda with a
promotions, discounts, or otherwise, to copy of the certification. If there are any
Vendor Customers, it shall inform Foodpanda changes to the Vendor’s status with regards to
at least seven (7) days in advance prior to Halal certification, the same must be made
implementing said lower prices. The Vendor known to Foodpanda within twenty-four (24)
shall clearly explain the conditions of the lower hours of any such changes; and
prices (and the promotions or discounts, if 2.1.18. if applicable, comply with Foodpanda’s
any) and Foodpanda shall have the right to wastage policy as provided in Annex B of this
adopt the lower prices and/or the promotions Agreement.
or discounts on the Platforms;
2.1.15. ensure that the Device shall be available at the 3. Penalties
Vendor’s premises to receive transmitted 3.1. Vendor specifically acknowledges that Clauses 3.2
Orders from Foodpanda. Moreover, with to 3.4 below, with the exception of the penalty
respect to the Device, the Vendor shall: under Clause 3.2(d) which shall be
a) pay the corresponding Platform Fee; automatically effective after thirty (30) days
b) ensure that the Device is kept and operated from the Vendor’s date of onboarding on the
in a suitable environment, used only for the Platform, are suspended until further notice by
purposes for which it is designed, and Foodpanda. Foodpanda shall provide the Vendor
operated in a proper manner; a minimum of seven (7) days’ written notice
c) maintain at its own expense the Device in should the suspension be lifted. Guidelines on the
good and substantial repair in order to application of Clause 3.2(d) are provided in
keep it in as good an operating condition Annex A of this Agreement.
as it was on the Commencement Date (as
hereinafter defined) and with only fair wear Vendor Penalties
and tear excepted; 3.2. Subject to the appeal process under Clause 6.7, the
d) make no alteration to the Device and not Vendor agrees to be bound by the following
remove any existing components from the penalties which shall be payable to Foodpanda by
Device; way of contractual penalty for the
e) not part with control of (including for the below-mentioned specific breaches:
purposes of repair or maintenance), sell or
offer for sale, underlet, or lend the Device
or any of its components;

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Breach of Penalty Provisions b.) in its reasonable opinion, the Vendor is in
Clause Amount breach of any terms of this Agreement or may
(PhP) be negatively affecting Foodpanda’s business.
a 2.1.3 56.00 Provided that the
(Delayed (VAT number of infractions
4.2. For the avoidance of doubt, any suspension shall
response to inclusive amounts to more than not result in the termination of this Agreement,
Order per five percent (5%) of the the provisions of which shall remain fully
notification) infraction) total amount of Orders applicable.
accepted by the Vendor.
5. Indemnification from Third Party Claims
b 2.1.6, 56.00 Provided that the
2.1.7(b), or (VAT penalties shall only apply 5.1. Vendor will, at its expense, defend any of the
2.1.8(b) (late inclusive after a five (5) minute following types of third-party claims brought
preparation per delay. against Foodpanda, its directors, employees,
or late infraction) officers, or agents (collectively, “Indemnitees”):
delivery)
a.) any claim that, if true, would constitute a
c 2.1.7(a) 56.00 a. delay shall be deemed breach of this Agreement by the Vendor, its
(delivery (VAT effective when the employees, agents, or any of its representatives;
time inclusive Vendor adds additional b.) any claim related to injury to or death of any
inaccurate per delivery time to an person or damage to any property arising out
on the infraction) Order at the time of of or related to the Vendor’s obligations arising
Platforms) acceptance.
out of this Agreement; or
b. The penalty shall c.) any claim that otherwise arises from the
apply provided that the negligence, acts, or failures to act, of Vendor,
number of infractions its employees, agents or representatives.
amounts to more than 5.2. Vendor will indemnify and hold harmless the
ten percent (10%) of the
total amount of Orders Indemnitees from any costs, losses, claims,
accepted by the Vendor. damages and fees (including reasonable legal fees)
d 2.1.10 56.00 Rejection rate must be incurred by any of them that are attributable to
(Vendor (VAT more than 2% or higher any such claim.
rejecting an inclusive (of total orders) for
Order in per penalty to apply.
6. Fees, Payment, and Collection of Funds
breach of infraction)
this No penalty shall be due 6.1. The Vendor grants Foodpanda authority to receive
Agreement) to Foodpanda from the payments made by the Customer who ordered
Vendor if the breach through the Platforms, in the name of and for the
arose as a fault of account of the Vendor, whether by cash or online
Foodpanda or due to a
means.
Force Majeure Event (as
hereinafter defined). 6.2. The Party receiving the Customer’s payment shall
be responsible in receiving the correct amount and
for duly recording the transaction. The Parties
3.3. For the purposes of Clauses 3.2 (a) to (c) above, shall then reconcile the amounts in accordance
any feedback received by Foodpanda from a with Clause 6.5.
Customer in relation to the delivered Order shall 6.3. The Platform Fee, the Photography Fee (if
be considered as an inspection performed by applicable), the Placement Fee (if applicable), any
Foodpanda and the Vendor shall accept any such penalties and Customer Recovery Charges (if
outcome, subject to its right to appeal under applicable), and Wastage Charges (as hereinafter
Clause 6.7. Furthermore, despite the penalty defined) shall collectively be referred to as
payment, Foodpanda reserves all its rights “Amounts Payable”.
available under law in relation to the breaches. 6.4. The Parties agree and accept that the Vendor
3.4. Foodpanda shall report the breaches that lead to a Revenue, the Vendor discount/vouchers (if any),
penalty as part of the Invoice (as hereinafter the Agency Fee, and the Amounts Payable will be
defined). calculated and shall be payable in the amounts
3.5. The above penalties shall not limit, in any manner stated in this Agreement and that no other fees or
whatsoever, the Parties’ rights at law in relation to charges shall apply between the Parties or towards
any breaches of this Agreement. the Customers, unless otherwise stated in this
Agreement. The Vendor specifically accepts that,
4. Suspension if applicable, Foodpanda may set-off the Amounts
4.1. Foodpanda shall have the right to temporarily Payable, Agency Fee, and amounts legally due to
suspend the Vendor from the Platforms, without Foodpanda against the Vendor Revenue.
penalty, if: 6.5. The Parties agree that the transfer of payments by
a.) the Vendor has failed to pay any Foodpanda Foodpanda to the Vendor shall be made in
invoices that have become due; or accordance with the following:

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a.) Vendor shall receive four (4) payments per shall inform the Vendor, in writing, of the starting date
month covering the Vendor Revenue for the of the Services (“Commencement Date”), which
following days: Day 1 to 7; Day 8 to 15; Day notification shall be deemed a part of this Agreement.
16 to 22; and Day 23 to End of Month (each
a “Payment Period”); 8. Marketing Materials and Intellectual Property
b.) Foodpanda shall reconcile the payments 8.1. The Vendor agrees that its name, address, a brief
received from Customers with the Agency slogan, and one or more images of the Vendor,
Fee and Amounts Payable and issue an including any logos or insignia, may be published
invoice (the “Invoice”) to the Vendor after on the Platforms and Foodpanda partner and
each Payment Period. Each Invoice will affiliate platforms, so the Vendor can be identified
provide details of the Vendor Revenue, as available on the Platforms.
Vendor discounts/vouchers, amount already 8.2. The Vendor permits Foodpanda, at Foodpanda’s
received by Vendor, Agency Fee, Amounts cost, to advertise the Vendor on the Platforms,
Payable, and penalties under fees and Facebook, Google, and any other social media or
adjustments; and relevant offline and online marketing channels and
c.) Payments for each Payment Period shall be specifically authorizes Foodpanda the use of its
received by the Vendor within five (5) intellectual property, including its logo, in doing so.
working days from the last day of each 8.3. The Vendor, where practicable, is to display and
Payment Period. distribute official Foodpanda marketing materials
6.6. Foodpanda shall transfer the payment of each such as, inter alia, business cards of Foodpanda,
Payment Period to the Vendor’s provided bank and links to the Website or the mobile application,
account.  on a variety of online and offline tools, such as
6.7. The Vendor shall have the right to appeal the the Vendor website (if any) and any social media
Invoice in accordance with the following: availed of by the Vendor, via a certificate picture
a.) Vendor shall object in writing within seven (7) and an “order now” button. Foodpanda shall
business days upon receipt of the provide such material or images to produce such
questioned Invoice and shall clearly state all material. The Vendor shall not produce any
the reasons for the appeal, including any marketing materials which make reference to
supporting documentation; Foodpanda, without the consent of Foodpanda.
b.) Foodpanda shall review the objection within The Vendor shall not bear any cost in respect of
ten (10) business days from receipt thereof. the official Foodpanda marketing materials.
Thereafter: 8.4. Foodpanda may provide the Vendor with offline
i. if Foodpanda agrees with the Vendor, marketing materials, such as stickers, and the
Foodpanda shall adjust the Invoice, Order Vendor obliges itself to display such offline
Statement, or Notification of Penalty marketing materials as instructed by Foodpanda.
accordingly; 8.5. All Intellectual Property Rights of Foodpanda (the
ii. if Foodpanda disagrees with the Vendor, it “IP Rights”) contained in and including the
shall inform the Vendor and the Parties marketing materials mentioned in Clauses 8.3 and
will attempt in good faith to resolve any 8.4, and otherwise arising out of the Services shall
dispute or claim arising out of or in remain the exclusive property of Foodpanda.
relation to this Agreement through 8.6. It is hereby clarified that the Vendor does not have
negotiations between the representatives any rights whatsoever to use or avail of any IP
of each of Party with authority to settle the Rights, including any domains or similar domain
relevant dispute. names, unless otherwise stated in this Agreement.
c.) If the dispute cannot be settled amicably 8.7. It is agreed that neither Party shall obtain any
within thirty (30) days from receipt of the other rights to the intellectual property of the
appeal, either Party shall be entitled to apply other Party, except as stated in this Agreement.
the provisions of Clause 24.2.
d.) For the avoidance of doubt, any amounts due 9. Partnering Platforms
between the Parties outside the questioned Foodpanda may display the Menu Information on any
Invoice shall be deemed valid and shall be paid other platform owned by, operated by, or affiliated with
accordingly. Foodpanda, and the terms of this Agreement apply for
e.) The period for appeal shall be strictly followed such platforms as well.
and shall not be the subject of a waiver.
10. Warranties
7. Commencement of Services 10.1. The Vendor represents, warrants and undertakes
The Vendor shall only be listed on the Platform after that the use by Foodpanda of the name, logo, or
the receipt and approval of all information requested by image of the Vendor on the Platforms and on
Foodpanda, including, but not limited to the Menu other marketing materials in accordance with
Information, a logo, and approved images. Foodpanda

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Clause 8 of these Terms shall not infringe the other confidential information concerning the
intellectual property rights of any third party. Disclosing Party’s business, its products, and
10.2. In case the Vendor is in breach of Clause 10.1, services which the Receiving Party may obtain (the
with the result that Foodpanda is obligated to pay “Confidential Information”). The Receiving
royalty fees or any other payment (the “Royalty Party shall only disclose such confidential
Fee”) to any third party for the use of the name, information to those of its employees, agents, and
logo, or image of, or used by, the Vendor, in order subcontractors who need to know it for the
to provide the Services, the Parties agree that such purpose of discharging the Receiving Party’s
Royalty Fee shall be borne wholly by the Vendor. obligations under this Agreement, and shall ensure
10.3. The Parties agree that Foodpanda shall be allowed that such employees, agents and subcontractors
to enter into an agreement with the third party on comply with the obligations set out in this Clause
the subject matter of the Royalty Fee. as though they were a party to this Agreement.
10.4. Vendor acknowledges that it is aware that The Receiving Party may also disclose such of the
Foodpanda is a reputable company in the Disclosing Party’s confidential information as is
Philippines, which seeks to provide convenience, required to be disclosed by law, any governmental
reliability, and quality to Customers. As or regulatory authority, or by a court of competent
Foodpanda’s systems and operations are heavily jurisdiction. For the avoidance of doubt, the
dependent on Customer experience and feedback, provisions of this Agreement are considered
the Vendor confirms and agrees that in the event Confidential Information. This Clause 11.1 shall
the Vendor fails to observe or comply with survive termination of this Agreement.
Foodpanda’s operational standards, particularly the 11.2. In the course of performing their respective rights
applicable penalties as specified in Clause 3.2, the and obligations under this Agreement, the Parties
Vendor shall pay a monetary penalty to Foodpanda may provide each other with Personal Data (as
in accordance with the foregoing provision as defined in the Data Privacy Act of 2012 or the
liquidated damages (“Customer Recovery “DPA”) belonging to the Customers, their
Charge”). The aforesaid Customer Recovery employees, agents, and contractors, or other third
Charge shall not prejudice the right of Foodpanda parties the (“Personal Data”). Such Personal
to claim damages for the costs and expense of Data may include, among others: name, address,
taking such steps as deemed necessary by e-mail address and telephone number or other
Foodpanda to rectify such non-observation information which are required for the
and/or non-compliance of such operational performance of the Parties’ respective rights and
standards. obligations under this Agreement (including
10.5. Vendor warrants that it shall not engage in photographs of persons for purposes of proof of
fraudulent or illegal activities or use its knowledge delivery). The Parties hereby undertake to use the
of Foodpanda’s system and operations to harm or Personal Data only for the purposes of enforcing
cause damage to foodpanda or any Customers. A rights and performing obligations under this
violation of this clause shall give Foodpanda the Agreement, unless otherwise allowed by law, and
right to immediately withhold the amounts at all times, in accordance with the provisions of
involved in the fraudulent, illegal, or prohibited the DPA, its Implementing Rules and Regulations,
activity, without prejudice to all other actions or and other applicable data privacy laws. The Parties
remedies available under the law. shall not retain, store, or process, in any manner
10.6. Each Party warrants that it shall not take any whatsoever, any part of the Personal Data, unless
action which is intended, or would reasonably be legally required to do so. Further, unless legally
expected, to harm the other Party’s reputation or permitted under this Agreement, Foodpanda is
which would reasonably be expected to lead to under no obligation to share personal information
unwanted or unfavorable publicity to the other of Customers to the Vendor.
Party; provided, however, the foregoing limitation 11.3. The Parties shall ensure that all their respective
shall not apply to: (i) compliance with any legal officers, employees, agents, or sub-contractors that
process or subpoena; or (ii) statements in response have access to or use Personal Data, or any part
to authorized inquiry from a court or regulatory thereof, shall abide by the provisions of Clause
body. 11.2.

11. Confidentiality and Data Privacy 12. No Partnership


11.1. A Party (the “Receiving Party”) shall keep in Nothing in this Agreement is intended to, or shall be
strict confidence all technical or commercial deemed to, establish any corporate partnership or joint
know-how, specifications, inventions, processes or venture between the Parties.
initiatives which are of a confidential nature and
have been disclosed to the Receiving Party by the 13. Amendments
other party (the “Disclosing Party”), its 13.1. Foodpanda shall have the right to amend any
employees, agents, or subcontractors, and any portion of this Agreement, provided that it shall

Page 9 of 16
inform the Vendor of such amendments in 17.1. Foodpanda may at any time assign, transfer,
writing, which shall not be shorter than seven (7) mortgage, charge, subcontract, or deal in any other
days from date of notification. manner with all or any of its rights under this
13.2. In the event of the Vendor disagreeing with such Agreement and may subcontract or delegate in any
amendments, it shall have the right to terminate manner any or all of its obligations under this
this Agreement in accordance with the provisions Agreement to any third party or agent.
of Clause 19.1(a). 17.2. The Vendor shall not, without the prior written
13.3. It is specifically agreed that all amendments shall consent of Foodpanda, assign, transfer, mortgage,
be effective between the Parties with effect from charge, subcontract, declare a trust over, or deal in
the date of notification by Foodpanda in any other manner with any or all of its rights or
accordance with Clause 13.1, without the need for obligations under this Agreement.
any additional signatures or documentation, unless
objected to in accordance with Clause 13.2. 18. Waiver
A waiver of any right under this Agreement or law is
14. Force Majeure only effective if it is in writing and unless explicitly
14.1. For the purposes of this Agreement, “Force stated, shall not be deemed to be a waiver of any breach
Majeure Event” means an event or incident or default of this Agreement. No failure or delay by a
beyond the reasonable control of either Party Party in exercising any right or remedy provided under
including but not limited to acts of God; war; riot; this Agreement or by law shall constitute a waiver of
civil commotion; declared pandemic; or terrorist that or any other right or remedy, nor shall it prevent or
action. restrict its further exercise of that or any other right or
14.2. Neither Party shall be liable to the other Party as a remedy. No single or partial exercise of such right or
direct result of any delay or failure to perform its remedy shall prevent or restrict the further exercise of
obligations under this Agreement as a result of a that or any other right or remedy.
Force Majeure Event.
14.3. If a Force Majeure Event prevents either Party 19. Term and Termination
from performing its obligations under this 19.1. This Agreement shall commence on the
Agreement for more than four (4) weeks, either Commencement Date and will continue for an
Party shall, without limiting its other rights or indefinite period, unless terminated earlier in
remedies, have the right to terminate this accordance with this Clause 19.1. This Agreement
Agreement immediately by giving written notice to may be terminated:
the other Party. a.) by either Party for convenience upon giving
the other Party not less than five (5) business
15. Third Parties days’ prior written notice;
A person who is not a party to this Agreement shall not b.) with immediate effect upon the provision of
have any rights to enforce its terms. written notice by either Party in the event of
material breach of this Agreement by the other
16. Notices Party; or
16.1. All notices required under this Agreement shall be c.) at any time by mutual written agreement
in writing, addressed to the agreed contact between the Parties.
person/address as per the Agreement, and be 19.2. Foodpanda shall have the right to terminate this
deemed duly given: Agreement, with immediate effect and without any
a.) On the same day when delivered, if delivered liability, in the event of a breach of Clause 2.1.14,
by hand during normal business hours of the provided that the Vendor has failed to remedy the
recipient; breach within a maximum period of two (2)
b.) On the same day when sent, if transmitted by business days from receipt of the notification of
fax or e-mail to the representative indicated in the breach.
the Agreement or any approved substitute 19.3. The Vendor agrees and accepts that it will provide
thereof, and a confirmation of receipt or Foodpanda with such information and supporting
delivery is provided; or documentation, as Foodpanda may reasonably
c.) On the third business day following mailing, if determine, to ensure compliance with applicable
sent by post. legal and contractual requirements for (i)
16.2. Foodpanda shall have the right to assign an anti-money laundering and terrorism financing
employee to serve as account manager of the laws and regulations and (ii) KYB (Know Your
Vendor and in which case notices to and from Business) requirements. The Vendor agrees and
Foodpanda shall be course through the said accepts that Foodpanda may terminate this
employee. Agreement with immediate effect, in case of
non-compliance or serious suspicion for
17. Assignment non-compliance with the applicable legislation
against money laundering and terrorist financing

Page 10 of 16
or a breach of applicable law by the Vendor or a 21.2. This Agreement is written in the English language,
breach of the specific provisions for prohibited which shall be the sole language of interpretation
products (or products subject to restrictions) by in the event of any translations.
the Vendor.
19.4. Upon termination of this Agreement, for any 22. Entire Agreement
reason: This Agreement sets forth the entire agreement and
a.) Foodpanda shall remove the listing of the understanding between the Parties or any of them in
Vendor from the Platforms; relation to the subject matter of this Agreement and
b.) the Vendor is obliged to return, within thirty supersedes and cancels in all respects all previous
(30) days from termination, all Foodpanda agreements, letters of intent, correspondence,
property in its possession, including in understandings, agreements and undertakings (if any)
particular, the assets loaned by Foodpanda and between the Parties with respect to this subject matter
any unreturned/damaged assets (except for hereof, whether written or oral.
fair wear and tear) shall be chargeable to the
Vendor; 23. Severability
c.) the Vendor must immediately remove any If any provision or part-provision of this Agreement is
reference to Foodpanda and/or any of or becomes invalid, illegal, or unenforceable, it shall be
Foodpanda’s intellectual property from its deemed modified to the minimum extent necessary to
premises, website, and/or marketing materials; make it valid, legal, and enforceable. If such
d.) the accrued rights, remedies, obligations and modification is not possible, the relevant provision or
liabilities of the Parties at the date of expiry or part-provision shall be deemed deleted. Any
termination shall be unaffected, including the modification to or deletion of a provision or
right to claim damages in respect of any breach part-provision under this Clause shall not affect the
of this Agreement which existed on or before validity and enforceability of the rest of this Agreement.
the date of termination or expiry; and
e.) Clauses which expressly or by implication 24. Governing Law and Jurisdiction
survive termination of the Agreement shall 24.1. This Agreement, and any dispute or claim arising
continue in full force and effect. out of or in connection with it or its subject matter
or formation (including non-contractual disputes
20. Limitation of Liability or claims), shall be governed by, and construed in
20.1. Nothing in this Agreement shall limit or exclude accordance with the laws of the Philippines.
either Party’s liability for death or personal injury 24.2. Each Party agrees that any dispute arising out of
caused by its negligence, or the negligence of its this Agreement shall be subject to the exclusive
employees, agents, representatives, or jurisdiction of the appropriate court in the City of
subcontractors. Makati, Philippines, to the exclusion of all other
20.2. Subject to Clause 20.1: courts.
a.) Neither Party shall be liable to the other Party, 24.3. Unless otherwise agreed upon or if the
whether in contract, tort (including circumstances forbid, performance of this
negligence), breach of statutory duty, or Agreement shall continue during the settlement of
otherwise, for any loss of profit, or any indirect disputes including in instances described under
or consequential loss or damages arising under Clause 6.7. No payment due or payable by the
or in connection with this Agreement; and Vendor, or amount to be transferred by
b.) Foodpanda’s total liability to the Vendor in Foodpanda shall be withheld on account of a
respect of all other losses arising under or in pending court dispute or other dispute resolution
connection with this Agreement, whether in mechanism except to the extent that such payment
contract, tort (including negligence), breach of is the subject of such dispute.
statutory duty, or otherwise, shall in no
circumstance exceed the Agency Fees paid in 25. Preferred Partnership
the preceding year at the time of the event 25.1. In return for the Preferred Partnership Rebate
giving rise to such liability. agreed to in the Vendor Agreement (if applicable),
20.3. This Clause 20 shall survive termination of this subject to Clauses 25.2 and 25.3 below, the Vendor
Agreement. agrees that throughout the duration of this
Agreement, it shall work on a Preferred
21. Conflicting Terms Partnership basis with Foodpanda by not entering
21.1. To the extent that any of these Terms conflict with into any agreements with any or select third parties
the contents of the Vendor Agreement (including, that provide services that are similar or identical to
without limitation, any fees or conditions detailed the Services (“Third Parties”).
in the Vendor Agreement), the terms of the 25.2. Should the Vendor not opt to work on a Preferred
Vendor Agreement shall prevail. Partnership basis with Foodpanda, the

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Non-Preferred Partnership Rebate agreed to in the
Vendor Agreement shall apply. 27. Notification and Call Recording
25.3. In the event of the Vendor opting to shift out 27.1. By signing this Agreement, the Vendor consents
from working on a Preferred Partnership basis, it and agrees that Foodpanda may use the Vendor’s
shall inform Foodpanda of such decision with at information in the Vendor Agreement to provide
least ninety (90) days’ written notice and the notifications (either directly or through its third
Preferred Partnership Rebate shall not be paid party provider) in relation to this Agreement,
immediately after the effectivity of such including but not limited to delivery notifications,
notification. finance and operational notifications, promotions,
25.4. In the event of the Vendor opting to shift to deals, portal education, surveys, feedback and
working on a Preferred Partnership basis, it shall marketing updates, via various communication and
inform Foodpanda of such decision, at least five social media channels including but not limited to
(5) business days’ notice prior to the shift and the email, short message service (SMS), WhatsApp,
Preferred Partnership Rebate shall be paid LINE, Google and/or Facebook. The Vendor may
immediately after the effectivity of such withdraw its consent and opt out from receiving
notification. such notifications at any time by clicking on the
25.5. Should the Vendor opt not to work on a Preferred “Unsubscribe” button provided in the
Partnership basis with Foodpanda and fail to notifications.
comply with the notification period under Clause 27.2. By signing this Agreement, the Vendor consents
25.3 under this Agreement, the Vendor agrees that and agrees to the monitoring and/or recording, at
it shall be liable to return all the Preferred any time and from time to time, by Foodpanda, its
Partnership Rebate paid by Foodpanda from the affiliates, agents and/or sub-contractors of any
time that the Vendor has ceased working on a and all oral communications between the Vendor’s
Preferred Partnership basis until knowledge by or employees, personnel and/or agents and Vendor’s
notification to Foodpanda, whichever is earlier. employees, personnel and/or agents in relation to
Additionally, Vendor shall be liable to pay a penalty the Services and/or this Agreement for record
for the delayed notification equivalent to the keeping, audit and quality training purposes.
Preferred Partnership Rebate of the immediately Vendor further consents and agrees to waive any
preceding thirty (30) days prior to knowledge by or requirement of further notice from Foodpanda of
notification to Foodpanda, whichever is earlier. such monitoring and/or recording, and to notify
Return of the applicable Preferred Partnership and obtain the consent of its employees, personnel
Rebate and payment of the applicable penalty shall and/or agents to such monitoring and/or
be done within thirty (30) days without need of recording.
any demand from Foodpanda.
28. Authorized Signatories
The Vendor acknowledges that Foodpanda’s approval
26. Photography Package and agreement to be bound by the terms and conditions
26.1. If the Vendor opts for one of the Photography under this Agreement shall only constitute to be legally
Packages stated in the Vendor Agreement, binding when signed by at least two (2) duly authorized
Foodpanda shall organize for the photographs to representatives of Foodpanda.
be taken and shall have all necessary intellectual
property rights to use the photographs on the 29. pandago
Platforms. 29.1. Foodpanda offers “pandago” an ‘On Demand
26.2. Vendor shall pay the monthly Photography Fee to Rider Platform’ where Vendor shall be entitled to
Foodpanda as stated in the Vendor Agreement and preferred payment processing, access to may
as part of the Amounts Payable. The Photography request for a delivery to be made from its location
Fee stated is VAT exclusive. to its customer’s address through a rider provided
26.3. The Vendor agrees and acknowledges that the from Foodpanda’s rider pool (“pandago Service”).
Photographs shall only be used in the Platforms. Vendor may access the pandago Service using the
No additional usage right shall be granted to the Vendor Portal or via the ‘Request a Rider’ page
Vendor. found on the pandago website,
26.4. In case the Vendor Agreement will be terminated https://pandago.ph.
within the first contract year either by Foodpanda 29.2. By using the pandago Service:
in accordance with Clause 19.1(b) or by the a.) Vendor consents and agrees to be bound by
Vendor in accordance with Clause 19.1(a) or the pandago Terms and Conditions (“pandago
19.1(c), the Vendor will pay 50% of the T&Cs”), as may be amended from time to
Photography Fee to Foodpanda (if a Photography time. The pandago T&C’s are incorporated by
Package is availed of). Foodpanda shall invoice reference herein and are accessible at
such amount within thirty (30) days after https://pandago.ph/termsandconditions or
termination of the Vendor Agreement. via the link on the pandago website. In the

Page 12 of 16
event of any inconsistency between the The specific terms and conditions of the
pandago T&Cs and the terms of this Commission Packages is provided under
Agreement, the pandago Terms and Annex C of this Agreement, which may be
Conditions shall prevail in relation to the use amended from time to time by Foodpanda
of pandago. upon notice to the Vendor.
b.) Vendor shall pay Foodpanda a delivery fee for
the pandago Service (“pandago fee”), as
reflected on the Vendor Portal or the pandago
website. Vendor shall pay the pandago fee in
accordance with the payment terms of this
Agreement.

30. pandapro
30.1. Foodpanda offers “pandapro,” an online
subscription program for its Customers, who shall
have access to exclusive deals and benefits when
using the Platform. Vendor may choose to
participate and extend certain exclusive offers to
pandapro subscribers by entering a Merchant
Enrolment Form with Foodpanda.
30.2. By entering a Merchant Enrolment Form, Vendor
consents to be bound by the pandapro Terms and
Conditions (“pandapro T&Cs”), as may be
amended from time to time. The pandapro T&Cs
are incorporated by reference herein and are
accessible at
https://www.foodpanda.ph/contents/pandapro-t
erms-and-conditions. In the event of any
inconsistency between the pandapro T&Cs and
the terms of this Agreement, the pandapro T&Cs
shall prevail in relation to the enrolment of the
Vendor to pandapro.

31. pandamerchant
31.1. Foodpanda offers “pandamerchant,” an online
marketplace for Vendors, offering them the ability
to discover and order inventories from different
suppliers seamlessly through the pandamerchant
website, at an affordable price. Vendor may
choose to join the pandamerchant website and
avail of its services by creating an account.
31.2. By creating an account at pandamerchant, Vendor
consents to be bound by the pandamerchant
Terms and Conditions (“pandamerchant T&Cs”),
as may be amended from time to time.

32. Commission Package Rate


32.1. If the Vendor opts to avail of one of the
Commission Package, Foodpanda shall provide
the benefits as further outlined under Annex C.
The exact inclusions of the Commission Package
Rate shall be itemized under the commercial terms
of this Agreement.
32.2. In the event of the Vendor opting to avail of a
higher Commission Package Rate, it shall inform
Foodpanda of such decision, at least two (2) weeks
prior to the intended availment, before the 15th of
the month, provided that the Vendor has availed
of its current Commission Package Rate for a
period of one (1) year prior to the change in rate.

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ANNEX A
Customer Recovery Charge (CRC)
What is the Customer Recovery Charge (CRC)?
CRC is a deduction of PHP 56 (12% VAT incl.) for rejected orders. Vendor will only be charged if it has an
order rejection rate of 2% or higher. The CRC is meant to compensate foodpanda for the associated
incurred costs (customer vouchers, rider payments, loss of customer etc.) with every rejected order.

For more details about Vendor performance, you may view the reports on your portal (“Vendor
Performance Tab”) by logging in to https://foodpanda.portal.restaurant/login

How often is the CRC calculated?


CRC is calculated based on your rejection rate from the previous two (2) weeks. If you receive your invoice
and your order rejection rate is less than 2%, we will not deduct CRC. However, if you have rejected at
least 2% of your orders, we will deduct CRC on every order you rejected in the previous two (2) weeks.

How will I know how much CRC I have been charged?


The biweekly CRC will be visible on your invoice (see below).

When will foodpanda apply a customer recovery charge?


Once your order rejection rate is at least 2%, CRC will be deducted on every rejected order by the Vendor
to compensate foodpanda for the associated incurred costs (customer vouchers, rider payments, loss of
customer).

Don’t worry, we will only consider rejected orders which are fully in your control. If it is an issue that is out
of the Vendor’s control, we would not take it into consideration. CRC will no longer be deducted for
delayed orders.

Below are the situations we could apply the CRC and what you can do to prevent these from occurring:

Rejection Reasons How can I prevent this?

● Check that you have provided the correct opening hours to


us to avoid receiving orders when your kitchen is closed
When you reject an order on
● If you are too busy during the day to accept orders, please
the tablet because:
● You are closed be proactive and go offline until you are available again
● You are busy ● Make sure you proactively turn off any product when they
● A product is unavailable run out of stock, to prevent customers from ordering the
● You did not respond to the product in the first place
order
● Put the tablet at an area where you can see and accept
new orders easily, and increase the volume of notifications

How will this be shown on the invoice?


Your invoice will include an additional section with the details of the orders that had issues, as well as the
fee amount for these orders. This section will only be shown if you incur a fee, thus, if you did not incur
any CRC, your invoice will not have an additional section, and no charges will be applied.

For the cases where you incurred CRC, the total fee amount will be deducted from the payment amount
for that given invoice.

Page 14 of 16
ANNEX B
Wastage Policy
Wastage Charges apply only to orders that are: (1) cancelled by the Customer after the Vendor has
accepted the order; and (2) unpaid by the Customers. Wastage charges do not apply to orders that are
cancelled or rejected by the Vendor. Details of the Wastage Charges are set out in the table below. The
purpose of the Wastage Charges is to minimize food wastage caused by cancelled orders. Note that
undelivered food shall be returned to the Vendor.

In all cases, cancelled order after the Vendor has accepted

Scenario Customer does not pay for the cancelled Customer pays for the cancelled order.
order. (e.g., Customer chose COD as (e.g., customer paid for the order online
payment method; or Customer paid online and is not eligible for a refund.)
but is eligible for a refund.)

Foodpanda’s Foodpanda will pay 40% of the order value Foodpanda will pay the Vendor the full
share to help cover the food cost. order value after deducting Agency Fee
and Amounts Payable (if any).

Agency Fee No Agency Fee payable on the cancelled Vendor shall pay the Agency Fee on the
order. cancelled order.

Page 15 of 16
ANNEX C
Commission Package Benefits
Terms and Conditions of Specific Benefits
Benefit Terms and Conditions

Standard: ~4km radius


Extended: ~7km radius
Maximum: ~10km radius

Vendors can attain the highest delivery coverage applicable to their Commission
Delivery
Package Rate by maintaining good performance.
coverage
In force majeure circumstances, shrinkage or closure events will take place
regardless of availed Commission Package Rate to manage demand and supply.

Delivery areas will be cut at zone borders, which will be decided by foodpanda.

Vendors must avail of the said discount within 14 days upon activation date.
Cost per period Discount is redeemable once with a minimum CPP commitment of 3 consecutive
marketing months. Ex. If booked for Month 1-12. All 12 months will have the discount privilege.
discount for 30 No cancellations will be allowed prior to 3 months or full price will be billed to the
days vendor, gross of discount. In case of any cancellations post 3 months, rebooking at
a future date will not be eligible for the same discount.

Vendors must maintain the following operational metrics to be continuously


featured on said carousel.
“What’s new?”
Vendor fail rate of <2%
swimlane
Vendor delay rate of <7%
Vendor offline hours of <10%

Trial
Trial commission will begin from the date of activation and end after 30 days, based
commission at
on the package availed.
25% VATex

Platform fee Discounted platform fee will begin from the first day of activation month and end
discount on the last day of the ending month, based on the package availed.

Fully
foodpanda-fun 15% off on all orders capped at PHP100 discount amount per order. Fully
ded deals at foodpanda-funded for all weekdays of the following month upon activation.
15% on all
weekdays of
the month
Access to
designated Vendor needs to reach at least Gross Merchandise Value Class C level to qualify.
Partner Care
Manager Reconciliation of GMV Class happens at the end of each quarter. If a vendor
(post qualifies, they will get a designated PCE by the start of the next quarter.
incubation)
Exclusion on
Inclusion will depend on package availed.
Wastage Policy

PandaGo Promotional rate of: PHP50 base fare + PHP6 per succeeding kilometer for the first
discounted month of activation. Normal rate of PHP55 base fare + PHP6 per kilometer to apply
rates in the succeeding months.

Free Delivery
Depending on package and applicability, free Delivery on all orders with a
(Minimum
minimum amount of PHP299. Fully foodpanda-funded and applicable for the first
Order Value of
month upon activation.
PHP299)

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