DocuSign Envelope ID: 905433DD-CECF-43E1-B4A9-B29ED54052B4

VENDOR AGREEMENT
(for Cooperative Members)

Parties Foodpanda Vendor

Business Name foodpanda Mig’s Silog

Legal Entity Delivery Hero Philippines, Inc. Online Food Vendors Marketing Cooperative
acting as promoter / marketer / consignor /
seller for its member (hereinafter referred to as
the “Member”):
Avegeal Nolasco - owner

Website www.foodpanda.ph
Office Address 16/17F Milestone at Fifth Avenue, 5th Unit 2B2 Seibu Tower 6th Avenue cor. 24th St.
Avenue, BGC, Taguig City, Metro Manila BGC, Taguig City, National Capital Region
Establishment N/A Sitio Santo Nino Guyabano Street
Barangay San Dionisio
Address
TIN 008-767-585 604-395-912-00000
Represented By Kristine Luneta Jannette Pascual
David Cabal
Position Head of Sales General Manager
Inside Sales Executive
Email k.luneta@foodpanda.ph jannette.pascual@ofvmc.com
david.cabal@foodpanda.ph

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 X
Preferred Partnership Rate (PandaPick)
(tick if applicable) 30 (tick if applicable) NA

Agency Fee: __% (VAT exclusive) of Vendor Revenue Agency Fee: __% (VAT exclusive) of Vendor Revenue
Upon demand, Vendor agrees to pay Foodpanda an additional fixed fee of Upon demand, Vendor agrees to pay Foodpanda an additional fixed fee of
PhP224.00 (VAT exclusive) in the event that Foodpanda shall have to 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. 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)
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.

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Platform Fee
Non-GoWeb or GoDroid Vendor (Device deployed) X

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.
GoWeb Vendor or GoDroid Vendor (no Device deployed)

Vendor shall be charged a monthly “Platform Fee” of PhP500.00 (VAT inclusive) for the following benefits:

a) Vendor Onboarding training and re-training, if necessary;

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

The Vendor shall pay the Platform 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: Unionbank
Bank Account Name: Online Food Vendors Marketing Cooperative
Account Number: 001540008347

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Member Bank Account Details

Bank Name: G-XCHANGE INC (GCASH)
Domingo Jr Nolasco
Bank Account Name:
Account Number: 09270715788

Vendor Invoicing Contact

Name: Jannette B. Pascual
Position: General Manager
Email: coopaccounting@ofvmc.com
Phone: 09190823397

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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. Online Food Vendors Marketing

Cooperative
12/12/2023
Date: ________________________________ ________________________________

Signature: ________________________________ ________________________________

David Cabal Jannette Pascual
Name, Position: ________________________________ ________________________________

________________________________
Kristine Luneta, Head of Sales
________________________________

Acknowledged and confirmed by:

[Name of Micro-vendor]
Avegeal Nolasco
________________________________

________________________________

________________________________

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TERMS AND CONDITIONS
Foodpanda and the Vendor shall collectively be referred
to as “Parties” and individually as a “Party”, as the case
may be.
WHEREAS, the Vendor, acting as promoter / marketer
/ consignor / seller for the Member, and through this
Agreement (as hereinafter defined), appoints Foodpanda
as its sub-agent and grants Foodpanda full authority to
conclude and negotiate contracts with customers in the
name and for the account of the Vendor for orders of the
Member’s food and beverage items offered on
Foodpanda’s online platform www.foodpanda.ph and
corporate sub-domain www.corporate.foodpanda.ph
(individually and jointly the “Website”) and mobile
application (collectively, the “Platforms”). It is
understood that Foodpanda does not act on behalf of the
customers who use the Platforms to order the Member’s
food and beverage items (the “Customers”);
WHEREAS, Foodpanda, through the Platforms,
provides an online marketplace where Customers can
order food and beverage items directly from the Vendor.
Thereto, Foodpanda receives the order of the Customer
through the Platforms (the “Order”), transmits the
Order via the Device or the phone or tablet Vendor
Application installed by Foodpanda, or, in exceptional
circumstances, by phone, to the Vendor, and receives the
payment of the Customer for the Order (except in cases
where Customer pays cash on delivery and the Order is
received by the Customer through Vendor Delivery or
Customer Pick-Up). Foodpanda may upgrade, change,
replace or take back the Device or Vendor Application,
or other transmission equipment or software, or the
method and manner of order transmission, at any time at
the sole discretion of Foodpanda. The payment is
received by Foodpanda in the name and for the account
of the Vendor and is transferred to the Vendor, after
deducting the fees agreed upon by the Parties;
WHEREAS, in addition to the online marketplace, the
Parties shall also agree on who shall deliver the Order to
the Customer once an Order placed on the Platforms is
made available to the Member (except in cases where the
Customer chooses Customer Pick-Up), moreover
Vendor has the option of availing of the pandago Service
(as hereinafter defined) subject to the payment of the
pandago fee (as hereinafter defined);
WHEREAS, the contracts concluded with Customers
by Foodpanda on behalf of the Vendor through the
Platforms shall be based on the General Terms and
Conditions as accepted by the Customers and posted on
the Platforms;
WHEREAS, the Member is a member of the online
Food Vendors Marketing Cooperative (the
“Cooperative”); and
WHEREAS, these Terms and Conditions (the
“Terms”) together with the Vendor Agreement form the
agreement (“Agreement”) through which Foodpanda
provides online food ordering for the Vendor, and,
where applicable, delivery services to the Customer
(together referred to as “Services”).
1. Foodpanda’s Rights and Obligations
1.1. Foodpanda shall:
1.1.1. have the right to determine the layout and the
presentation of the Menu Information (as
hereinafter defined) on the Platform, provided
that no new or untrue information shall be
made available;
1.1.2. have the right to influence the prices for the
food items offered by the Vendor on a case-by-
case basis by offering discounts at Foodpanda’s
sole cost, provided that in no case shall
Foodpanda increase the prices provided by the
Vendor;
1.1.3. not be obligated to, but may provide the
Vendor with the Device or Vendor Application;
1.1.4. have the full and irrevocable right to establish
that if it is agreed that the transmission of orders
from Foodpanda to the Vendor is carried out
through the Device or Vendor Application
installed by Foodpanda, the Vendor
acknowledges and accepts that: (i) such
device(s), equipment, or software are the
property of Foodpanda at all times, (ii)
Foodpanda reserves the right to upgrade,
change, replace or take back the Device or
Vendor Application or other transmission
equipment or software, or the method and
manner of order transmission, at any time at the
sole discretion of Foodpanda, (iii) Foodpanda
reserves the right to charge the Vendor
remuneration against the device, equipment, or
software provided or installed by Foodpanda,
and the right to change or modify the
magnitude and manner of said remuneration, at
the sole discretion of Foodpanda, (iv) the
Vendor must be able to indicate to Foodpanda
the location of the Device or other transmission
equipment provided or installed by Foodpanda
at all times, (v) upon the termination (or
temporary cessation, as deemed by Foodpanda)
of the business relationship between
Foodpanda and the Vendor, or due to any
business reason deemed sufficient by
Foodpanda, the Vendor must return the Device
or any other transmission equipment provided
or installed by Foodpanda;
1.1.5. in the event of Foodpanda performing the
delivery services through a third party or
otherwise:
a) effect such deliveries in accordance with the
delivery time indicated on the Platforms;
b) ensure that the delivery time stated on the
Platforms complies with the delivery time
actually required;
c) ensure that Foodpanda delivery personnel
(the “Rider”) shall be at the Member’s
registered premises to collect the Order at
the time stated when the Order was
transmitted to the Vendor/Member;
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d) ensure that all Orders will be delivered in a
state that a Customer would expect for that
type of food, provided that the Vendor and
Member complies with the obligation in
Clause 2.1.6; and
e) have the right to charge the Customer a
delivery fee, determine a minimum order
value and to charge the customer a small
order fee for orders that do not hit the said
minimum order value, at its sole discretion;
1.1.6. transfer to the Member’s designated account,
the Vendor Revenue plus Vendor
discounts/vouchers less the Agency Fee and
Amounts Payable (as hereinafter defined);
1.1.7. inform the Vendor in writing of any changes
implemented to the ordering or payment
procedures of Foodpanda at least two (2) days
prior to the intended change taking place;
1.1.8. have the right to make real time adjustments to
any services related to the delivery of the
Orders, including delivery areas and operational
timing, to improve Customer experience;
1.1.9. have the right to refuse the onboarding of
Customers in cases where Foodpanda is not
satisfied with the outcome of customer
verification measures (e.g., SMS verification).
Additionally, Foodpanda has the right to block
Customers from ordering in the event of a
Customer abusing any promotions or in any
other case of fraud-like attempts by the
Customer on the Platforms and on orders to the
Vendor; and
1.1.10. have the right to reduce the prices of the items
offered by the Vendor on the Platforms to
match the prices of those same items as may be
listed by the Vendor or Member on: (i) its own
sales channels; or (ii) other online food delivery
platforms where the Vendor or Member is
available, should Vendor fail to provide the
notification required under Clause 2.1.14.
1.1.11. have the right to charge the customer a service
fee (“Service Fee”).
2. Vendor’s Rights and Obligations
2.1. The Vendor shall:
2.1.1. ensure that the Member makes personnel
available to receive the appropriate training
from Foodpanda in order for the Member to
operate the Device or other order transmission
system or software, the Vendor Portal, the
backend and other necessary systems, if any
(the “System”) with ease;
2.1.2. provide Foodpanda with all of its Member’s
menu information, including but not limited to:
menu items; allergen information; minimum
order values; promotions; discounts; opening
hours; times of delivery and areas of delivery (if
applicable) (“Menu Information”) to be made
available for listing on the Platforms. Should
the Vendor wish to change any of the details in
the Menu Information, it shall inform
Foodpanda in writing, either directly or through
the Member, of any such suggested change at
least two (2) business days before the intended
change takes place, together with an updated
copy of the complete Menu Information
reflecting the change. Such change shall not
occur more than once per month, barring
exceptional circumstances;
2.1.3. provide Foodpanda with a clear acceptance or
rejection of all Orders transmitted by
Foodpanda, no later than two (2) minutes from
the time the Order was made available to the
Member;
2.1.4. provide Foodpanda, its employees, agents,
consultants, subcontractors, and Riders, with
access to the Member’s premises and other
facilities as reasonably required by Foodpanda
to perform the Services;
2.1.5. comply, or cause the Member to comply, with
all local Laws and Regulations and obtain and
maintain all necessary licenses, permissions, and
consents (including, without limitation, any
food and beverage and/or health and safety
legislation and/or regulations) which may be
required in order to perform the obligations
under this Agreement and to offer the food
items on the Platforms, including the issuance
of a BIR-registered receipt for every Order,
including Official Receipts if so requested by
the Customer. For the avoidance of doubt, the
order slip printed by the Device (if applicable)
is not the BIR-registered receipt of the Vendor
and Vendor and Member are prohibited from
including or attaching the order slip with the
Customer’s Order. This obligation also includes
the Vendor’s obligation to comply with any
regulatory mandate on the application of
statutory discounts such as the Senior Citizens
and Persons with Disabilities Discount;
2.1.6. upon accepting an Order, cause Member to
prepare and fulfill such Order without delay,
pack it in accordance with Foodpanda
standards and requirements as may be
communicated from time to time, and at no less
than the common standard of the Member, and
transfer it to the Rider, to its own delivery
personnel, or to the Customer, as applicable,
with cutlery, if required;
2.1.7. Applicable only in case of Vendor Delivery:
in the event of Vendor Delivery (i.e., the
Vendor using its own delivery personnel to
deliver the Order to the Customer), the Vendor
shall, through the Member:
a.) provide Foodpanda with a realistic
estimated delivery time;
b.) deliver to the Customer all accepted
Orders within the time indicated at
acceptance by the Member;
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c.) immediately inform Foodpanda of any
delay in delivering the Order according to
the estimated delivery time;
d.) deliver the Order in a state that a Customer
would expect for that type of food, with
the appropriate packaging; and
e.) inform Foodpanda about any cancelled,
fake or any non-fulfilled Orders within
forty-eight (48) hours from acceptance of
the Order;
2.1.8. Applicable only in case of Customer Pick-
Up: in the event of Customer Pick-Up (i.e., the
Customers chooses to pick-up the Order from
the Vendor), the Vendor shall:
a.) Ensure that Member will provide
Foodpanda with a realistic estimated time
for preparation of the Order;
b.) Ensure that Member will be ready to have
the Customer pick-up the accepted Order
within the time indicated at acceptance;
c.) Ensure that Member will immediately
inform Foodpanda of any delay in
preparing the Order according to the
estimated time;
d.) Ensure that Member will prepare the
Order in a state that a Customer would
expect for that type of food, with the
appropriate packaging; and
e.) Ensure that Member will inform
Foodpanda about any cancelled, fake or
any non-fulfilled Orders within forty-eight
(48) hours from acceptance of the Order;
2.1.9. in the exceptional case of the Vendor and/or
Member providing Foodpanda with a rejection
under Clause 2.1.3, the Vendor shall, or will
ensure that Member shall, clearly state the
reason for such rejection no later than two (2)
minutes from the time the Order was made
available to the Vendor;
2.1.10. be responsible and liable, together with the
Member, for any and all Customer queries,
claims and/or complaints in respect of the
contents and quality of the food and Orders and
any consequential effects thereof;
2.1.11. ensure that the Member has available at all times
sufficient capacity (including staff, food items
and equipment) to process all Orders received
from Foodpanda in accordance with the
average delivery time provided to the
Customers;
2.1.12. ensure that Member will immediately inform
Foodpanda of any food items that are not
available at any given time and shall do so by
accessing the System, if available to the
Member, or by phone, if access through the
System is not possible;
2.1.13. ensure that all portions provided to the
Customers shall be of the same size and quality
as the portions provided by the Member to the
Member Customers (as hereinafter defined);
2.1.14. ensure that the prices and minimum order
values offered to the Customers unless
otherwise modified or adjusted by Foodpanda,
are consistently identical to the prices offered to
the customers of the Member who order
directly from the Member or through other
channels outside the Platform (the “Member
Customers”). Without prejudice to Clause
1.1.9, should the Vendor wish to offer any
prices lower than those provided as part of the
Menu Information, whether through any
promotions, discounts, or otherwise, to
Member Customers, it shall inform Foodpanda
at least seven (7) days in advance prior to
implementing said lower prices. The Vendor or
Member shall clearly explain the conditions of
the lower prices (and the promotions or
discounts, if any) and Foodpanda shall have the
right to adopt the lower prices and/or the
promotions or discounts on the Platforms;
2.1.15. ensure that the Device or other order
transmission system or software shall be
available at the Member’s premises to receive
transmitted Orders from Foodpanda.
Moreover, with respect to the Device, the
Vendor shall, or cause the Member to:
a) pay the corresponding Platform Fee and
Onboarding Fee (if applicable);
b) ensure that the Device is kept and operated
in a suitable environment, used only for the
purposes for which it is designed, and
operated in a proper manner;
c) maintain at its own expense the Device in
good and substantial repair in order to keep
it in as good an operating condition as it was
on the Commencement Date (as hereinafter
defined) and with only fair wear and tear
excepted;
d) make no alteration to the Device and not
remove any existing components from the
Device;
e) not part with control of (including for the
purposes of repair or maintenance), sell or
offer for sale, underlet, or lend the Device
or any of its components;
f) not suffer or permit the Device to be
confiscated, seized, or taken out of its
possession or control under any distress,
execution or other legal process, but if the
Device is so confiscated, seized or taken, the
Vendor and/or Member shall notify
Foodpanda and the Vendor and/or
Member shall at its sole expense use its best
endeavors to procure an immediate release
of the Device and shall indemnify
Foodpanda on demand against all losses,
costs, charges, damages and expenses
incurred as a result of such confiscation;
g) not use the Device for personal use and/or
any unlawful purpose;
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h) not claim any ownership or other rights over preparation or

the Device; and late delivery)
i) pay Foodpanda for the full value of the
Device (PhP10,000.00) plus liquidated c 2.1.7(a) 56.00 (VAT a. delay shall be deemed
damages in the amount of (PhP40,000.00) in (delivery time inclusive per effective when the Vendor
case the Device is damaged or lost due to inaccurate on infraction) and/or Member adds
the Vendor’s or Member’s fault or the Platforms) additional delivery time to
an Order at the time of
negligence; acceptance.
2.1.16. perform, or cause the Member to perform the
obligations under this Agreement at all times in b. The penalty shall apply
a competent, professional, and businesslike provided that the number of
manner, within established industry standards, infractions amounts to more
than ten percent (10%) of
practices, and principles, and within the time the total amount of Orders
deadlines set forth herein; accepted by the Vendor
2.1.17. if a Member is Halal certified, the Vendor or and/or Member.
Member must inform Foodpanda in writing of d 2.1.9 (Vendor 56.00 (VAT Rejection rate must be more
this certification and, where required, provide and/or inclusive per than 2% or higher (of total
Foodpanda with a copy of the certification. If Member infraction) orders) for penalty to apply.
there are any changes to the Member’s status rejecting an
with regards to Halal certification, the same Order in breach No penalty shall be due to
of this Foodpanda from the
must be made known to Foodpanda within Agreement) Vendor if the breach arose
twenty-four (24) hours of any such changes; as a fault of Foodpanda or
and due to a Force Majeure
2.1.18. if applicable, ensure that Member will comply Event (as hereinafter
with Foodpanda’s wastage policy as provided in defined).
Annex B of this Agreement.

3. Penalties 3.3. For the purposes of Clauses 3.2 (a) to (c)

3.1. The Parties specifically acknowledge that Clauses
3.2 to 3.4 below, with the exception of the
penalty under Clause 3.2(d) which shall be
automatically effective after thirty (30) days
from the Vendor’s date of onboarding on the
Platform in respect of the particular Member
subject of this Agreement, are suspended until
further notice by Foodpanda. Foodpanda shall
provide the Vendor a minimum of seven (7) days’
written notice should the suspension be lifted.
Guidelines on the application of Clause 3.2(d) are
provided in Annex A of this Agreement.
Vendor Penalties
3.2. Subject to the appeal process under Clause 6.7, the
Vendor agrees to be bound by the following
penalties which shall be payable to Foodpanda by
way of contractual penalty for the below-
mentioned specific breaches:
Breach of Penalty Provisions
Clause Amount
(PhP)
a 2.1.3 (Delayed 56.00 (VAT Provided that the number of
response to inclusive per infractions amounts to more
Order infraction) than five percent (5%) of
notification) the total amount of Orders
accepted by the Vendor
and/or Member.
b 2.1.6, 2.1.7(b), 56.00 (VAT Provided that the penalties
or 2.1.8(b) (late inclusive per shall only apply after a five
infraction) (5) minute delay.
above, any feedback received by Foodpanda from
a Customer in relation to the delivered Order shall
be considered as an inspection performed by
Foodpanda and the Vendor shall accept any such
outcome, subject to its right to appeal under Clause
6.7. Furthermore, despite the penalty payment,
Foodpanda reserves all its rights available under law
in relation to the breaches.
3.4. Foodpanda shall report the breaches that lead to a
penalty as part of the Invoice (as hereinafter
defined).
3.5. The above penalties shall not limit, in any manner
whatsoever, the Parties’ rights at law in relation to
any breaches of this Agreement.
4. Suspension
4.1. Foodpanda shall have the right to temporarily
suspend the Vendor in respect of the Member from
the Platforms, without penalty, if:
a.) Any foodpanda invoice that have become due
has not been paid in relation to the Member; or
b.) in its reasonable opinion, the Member’s act or
omission has resulted in the Vendor’s breach of
any terms of this Agreement or may be
negatively affecting foodpanda’s business.
4.2. For the avoidance of doubt, any suspension shall
not result in the termination of this Agreement, the
provisions of which shall remain fully applicable.
5. Indemnification from Third Party Claims
5.1. Vendor will, at its expense, defend any of the
following types of third-party claims brought

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against Foodpanda, its directors, employees,
officers, or agents (collectively, “Indemnitees”):
a.) any claim that, if true, would constitute a breach
of this Agreement by the Vendor, its
employees, agents, or any of its representatives;
b.) any claim related to injury to or death of any
person or damage to any property arising out of
or related to the Vendor’s obligations arising
out of this Agreement; or
c.) any claim that otherwise arises from the
negligence, acts, or failures to act, of Vendor, its
Member, employees, agents or representatives.
5.2. Vendor will indemnify and hold harmless the
Indemnitees from any costs, losses, claims,
damages and fees (including reasonable legal fees)
incurred by any of them that are attributable to any
such claim.
6. Fees, Payment, and Collection of Funds
6.1. The Vendor grants Foodpanda authority to receive
payments made by the Customer who ordered
through the Platforms, in the name of and for the
account of the Vendor, whether by cash or online
means.
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 shall
then reconcile the amounts in accordance with
Clause 6.5.
6.3. The Platform Fee and Onboarding Fee (if
applicable), the Photography Fee (if applicable), the
Placement Fee (if applicable), any penalties and
Customer Recovery Charges (if applicable), and
Wastage Charges (as hereinafter defined), Royalty
Fee (if applicable), and Administrative Fee (as
hereinafter defined), shall collectively be referred to
as “Amounts Payable”.
6.4. The Parties agree and accept that the Vendor
Revenue, the Vendor discount/vouchers (if any),
the Agency Fee, and the Amounts Payable will be
calculated and shall be payable in the amounts
stated in this Agreement and that no other fees or
charges shall apply between the Parties or towards
the Customers, unless otherwise stated in this
Agreement. The Vendor specifically accepts that, if
applicable, Foodpanda may set-off the Amounts
Payable, Agency Fee, and amounts legally due to
Foodpanda against the Vendor Revenue with
respect to a particular Member.
a.) Foodpanda reserves the full right to require
the Vendor pay the Onboarding Fee in full
prior to the date of onboarding of Vendor on
Foodpanda platform and make the
onboarding of the vendor conditional on
receipt and acknowledgement of the due
Onboarding Fee to Foodpanda by the
Vendor;
a) Foodpanda reserves the full right to require
the Vendor pay the Onboarding Fee in full
prior to the date of onboarding of Vendor on
Foodpanda platform and make the
onboarding of the vendor conditional on
receipt and acknowledgement of the due
Onboarding Fee to Foodpanda by the
Vendor;
b) In the event that the balance of the Vendor
Revenue net of Agency Fee (and net of other
applicable fees) is insufficient to cover the
Onboarding Fee, the Vendor agrees that
Foodpanda may deduct the remaining balance
owed to Foodpanda in any of the subsequent
payment cycles, or request the Vendor to
transfer such amount to Foodpanda as per
Foodpanda’s discretion.
6.5. The Parties agree that the transfer of payments by
Foodpanda to the Vendor and Member shall be
made in accordance with the following:
a.) Member shall receive four (4) payments per
month covering the Vendor Revenue for the
following days: Day 1 to 7; Day 8 to 15; Day
16 to 22; and Day 23 to End of Month (each a
“Payment Period”);
b.) Vendor shall receive payment of the
Administrative Fee every month;
c.) Foodpanda shall reconcile the payments
received from Customers with the Agency Fee
and Amounts Payable and issue an Official
Receipt and Billing Statement invoice (the
“Invoice”) to the Vendor after each Payment
Period. Each Billing Statement will provide
details of the Vendor Revenue, Vendor
discounts/vouchers, amount already received
by Vendor, Agency Fee, Amounts Payable, and
penalties under fees and adjustments; and
d.) Payments for each Payment Period shall be
transferred to the Vendor and Member within
five (5) working days from the last day of each
Payment Period.
6.6. Foodpanda shall transfer the payment of each
Payment Period to the provided bank account.
6.7. The Vendor and/or Member shall have the right to
appeal the Billing Statement in accordance with the
following:
a.) Vendor, on its own or through a Member, shall
object in writing within seven (7) business
days upon receipt of the questioned Billing
Statement and shall clearly state all the reasons
for the appeal, including any supporting
documentation;
b.) Foodpanda shall review the objection within
ten (10) business days from receipt thereof.
Thereafter:
i. if Foodpanda agrees with the Member,
Foodpanda shall adjust the Billing
Statement, Order Statement, or
Notification of Penalty accordingly;
ii. if Foodpanda disagrees with the Member, it
shall inform the Vendor and Member and
the Parties will attempt in good faith to
resolve any dispute or claim arising out of
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or in relation to this Agreement through
negotiations between the representatives of
each of Party with authority to settle the
relevant dispute.
c.) If the dispute cannot be settled amicably within
thirty (30) days from receipt of the appeal,
either Party shall be entitled to apply the
provisions of Clause 24.2.
d.) For the avoidance of doubt, any amounts due
between the Parties outside the questioned
Billing Statement shall be deemed valid and
shall be paid accordingly.
e.) The period for appeal shall be strictly followed
and shall not be the subject of a waiver.
7. Commencement of Services
A Member shall only be listed on the Platform after the
receipt and approval of all information requested by
Foodpanda, including, but not limited to the Menu
Information, a logo, and approved images. Foodpanda
shall inform the Vendor and Member, in writing, of the
starting date of the Services (“Commencement Date”),
which notification shall be deemed a part of this
Agreement.
8. Marketing Materials and Intellectual Property
8.1. The Vendor agrees on behalf of the Member that
the latter’s name, address, a brief slogan, and one or
more images of the Member, including any logos or
insignia, may be published on the Platforms and
Foodpanda partner and affiliate platforms, so the
Member can be identified as available on the
Platforms.
8.2. The Vendor permits Foodpanda on behalf of the
Member, at Foodpanda’s cost, to advertise the
Member on the Platforms, Facebook, Google, and
any other social media or relevant offline and online
marketing channels and specifically authorizes
Foodpanda the use of its intellectual property,
including its logo, in doing so.
8.3. The Vendor, where practicable, is to display and
distribute official Foodpanda marketing materials
such as, inter alia, business cards of Foodpanda, and
links to the Website or the mobile application, on
a variety of online and offline tools, such as the
Member website (if any) and any social media
availed of by the Vendor and/or Member, via a
certificate picture and an “order now” button.
Foodpanda shall provide such material or images to
produce such material. The Vendor and/or
Member shall not produce any marketing materials
which make reference to Foodpanda, without the
consent of Foodpanda. The Vendor and/or
Member shall not bear any cost in respect of the
official Foodpanda marketing materials.
8.4. Foodpanda may provide the Vendor and/or
Member with offline marketing materials, such as
stickers, and the Vendor obliges itself and the
Member to display such offline marketing materials
as instructed by Foodpanda.
8.5. All Intellectual Property Rights of Foodpanda (the
“IP Rights”) contained in and including the
marketing materials mentioned in Clauses 8.3 and
8.4, and otherwise arising out of the Services shall
remain the exclusive property of Foodpanda.
8.6. It is hereby clarified that the Vendor and/or
Member do not have any rights whatsoever to use
or avail of any IP Rights, including any domains or
similar domain names, unless otherwise stated in
this Agreement.
8.7. It is agreed that neither Party shall obtain any other
rights to the intellectual property of the other Party,
except as stated in this Agreement.
9. Partnering Platforms
Foodpanda may display the Menu Information on any
other platform owned by, operated by, or affiliated with
Foodpanda, and the terms of this Agreement apply for
such platforms as well.
10. Warranties
10.1. The Vendor represents, warrants and undertakes
that the use by Foodpanda of the name, logo, or
image of the Vendor and/or Member on the
Platforms and on other marketing materials in
accordance with Clause 8 of these Terms shall not
infringe the intellectual property rights of any third
party.
10.2. In case the Vendor is in breach of Clause 10.1, with
the result that Foodpanda is obligated to pay royalty
fees or any other payment (the “Royalty Fee”) to
any third party for the use of the name, logo, or
image of, or used by, the Vendor and/or Member,
in order to provide the Services, the Parties agree
that such Royalty Fee shall be borne wholly by the
Vendor and/or Member.
10.3. The Parties agree that Foodpanda shall be allowed
to enter into an agreement with the third party on
the subject matter of the Royalty Fee.
10.4. Vendor acknowledges that it is aware that
Foodpanda is a reputable company in the
Philippines, which seeks to provide convenience,
reliability, and quality to Customers. As
Foodpanda’s systems and operations are heavily
dependent on Customer experience and feedback,
the Vendor confirms and agrees that in the event
the Vendor and/or Member fails to observe or
comply with Foodpanda’s operational standards,
particularly the applicable penalties as specified in
Clause 3.2, the Vendor shall pay a monetary penalty
to Foodpanda in accordance with the foregoing
provision as liquidated damages (“Customer
Recovery Charge”). The aforesaid Customer
Recovery Charge shall not prejudice the right of
Foodpanda to claim damages for the costs and
expense of taking such steps as deemed necessary
by Foodpanda to rectify such non-observation
and/or non-compliance of such operational
standards.
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10.5. Vendor warrants that it shall not, and its Member
shall not engage in fraudulent or illegal activities or
use its knowledge of Foodpanda’s system and
operations to harm or cause damage to foodpanda
or any Customers. A violation of this clause shall
give Foodpanda the right to immediately withhold
the amounts involved in the fraudulent, illegal, or
prohibited activity, without prejudice to all other
actions or remedies available under the law.
10.6. Each Party warrants that it shall not take any action
which is intended, or would reasonably be
expected, to harm the other Party’s reputation or
which would reasonably be expected to lead to
unwanted or unfavorable publicity to the other
Party; provided, however, the foregoing limitation
shall not apply to: (i) compliance with any legal
process or subpoena; or (ii) statements in response
to authorized inquiry from a court or regulatory
body.
10.7. Vendor warrants that the Member is its member in
good standing and shall maintain such status for the
duration of this Agreement.
11. Confidentiality and Data Privacy
11.1. A Party (the “Receiving Party”) shall keep in strict
confidence all technical or commercial know-how,
specifications, inventions, processes or initiatives
which are of a confidential nature and have been
disclosed to the Receiving Party by the other party
(the “Disclosing Party”), its employees, agents, or
subcontractors, and any other confidential
information concerning the Disclosing Party’s
business, its products, and services which the
Receiving Party may obtain (the “Confidential
Information”). The Receiving Party shall only
disclose such confidential information to those of
its employees, agents, and subcontractors who need
to know it for the purpose of discharging the
Receiving Party’s obligations under this Agreement,
and shall ensure that such employees, agents and
subcontractors comply with the obligations set out
in this Clause as though they were a party to this
Agreement. The Receiving Party may also disclose
such of the Disclosing Party’s confidential
information as is required to be disclosed by law,
any governmental or regulatory authority, or by a
court of competent jurisdiction. For the avoidance
of doubt, the provisions of this Agreement are
considered Confidential Information. This Clause
11.1 shall survive termination of this Agreement.
11.2. In the course of performing their respective rights
and obligations under this Agreement, the Parties
may provide each other with Personal Data (as
defined in the Data Privacy Act of 2012 or the
“DPA”) belonging to the Customers, the Member,
their respective employees, agents, and contractors,
or other third parties the (“Personal Data”). Such
Personal Data may include, among others: name,
address, e-mail address and telephone number or
other information which are required for the
performance of the Parties’ respective rights and
obligations under this Agreement (including
photographs of persons for purposes of proof of
delivery). The Parties hereby undertake to use the
Personal Data only for the purposes of enforcing
rights and performing obligations under this
Agreement, unless otherwise allowed by law, and at
all times, in accordance with the provisions of the
DPA, its Implementing Rules and Regulations, and
other applicable data privacy laws. The Parties shall
not retain, store, or process, in any manner
whatsoever, any part of the Personal Data, unless
legally required to do so. Further, unless legally
permitted under this Agreement, Foodpanda is
under no obligation to share personal information
of Customers to the Vendor.
11.3. The Parties shall ensure that all their respective
officers, employees, agents, or sub-contractors that
have access to or use Personal Data, or any part
thereof, shall abide by the provisions of Clause 11.2.
12. No Partnership
Nothing in this Agreement is intended to, or shall be
deemed to, establish any corporate partnership or joint
venture between the Parties.
13. Amendments
13.1. Foodpanda shall have the right to amend any
portion of this Agreement, provided that it shall
inform the Vendor of such amendments in writing,
which shall not be shorter than seven (7) days from
date of notification.
13.2. In the event of the Vendor disagreeing with such
amendments, it shall have the right to terminate this
Agreement in accordance with the provisions of
Clause 19.1(a).
13.3. It is specifically agreed that all amendments shall be
effective between the Parties with effect from the
date of notification by Foodpanda in accordance
with Clause 13.1, without the need for any
additional signatures or documentation, unless
objected to in accordance with Clause 13.2.
14. Force Majeure
14.1. For the purposes of this Agreement, “Force
Majeure Event” means an event or incident
beyond the reasonable control of either Party
including but not limited to acts of God; war; riot;
civil commotion; declared pandemic; or terrorist
action.
14.2. Neither Party shall be liable to the other Party as a
direct result of any delay or failure to perform its
obligations under this Agreement as a result of a
Force Majeure Event.
14.3. If a Force Majeure Event prevents either Party
from performing its obligations under this
Agreement for more than four (4) weeks, either
Party shall, without limiting its other rights or
remedies, have the right to terminate this
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Agreement immediately by giving written notice to
the other Party.
15. Third Parties
A person who is not a party to this Agreement shall not
have any rights to enforce its terms, except as otherwise
expressly stated herein.
16. Notices
16.1. All notices required under this Agreement shall be
in writing, addressed to the agreed contact
person/address as per the Agreement, and be
deemed duly given:
a.) On the same day when delivered, if delivered by
hand during normal business hours of the
recipient;
b.) On the same day when sent, if transmitted by
fax or e-mail to the representative indicated in
the Agreement or any approved substitute
thereof, and a confirmation of receipt or
delivery is provided; or
c.) On the third business day following mailing, if
sent by post.
16.2. Foodpanda shall have the right to assign an
employee to serve as account manager of the
Vendor and in which case notices to and from
Foodpanda shall be course through the said
employee.
17. Assignment
17.1. Foodpanda may at any time assign, transfer,
mortgage, charge, subcontract, or deal in any other
manner with all or any of its rights under this
Agreement and may subcontract or delegate in any
manner any or all of its obligations under this
Agreement to any third party or agent.
17.2. The Vendor shall not, without the prior written
consent of Foodpanda, assign, transfer, mortgage,
charge, subcontract, declare a trust over, or deal in
any other manner with any or all of its rights or
obligations under this Agreement.
18. Waiver
A waiver of any right under this Agreement or law is only
effective if it is in writing and unless explicitly stated, shall
not be deemed to be a waiver of any breach or default of
this Agreement. No failure or delay by a Party in
exercising any right or remedy provided under this
Agreement or by law shall constitute a waiver of that or
any other right or remedy, nor shall it prevent or restrict
its further exercise of that or any other right or remedy.
No single or partial exercise of such right or remedy shall
prevent or restrict the further exercise of that or any
other right or remedy.
19. Term and Termination
19.1. This Agreement shall commence on the
Commencement Date and will continue for an
indefinite period, unless terminated earlier in
accordance with this Clause 19.1. This Agreement
may be terminated:
a.) by either Party for convenience upon giving the
other Party not less than five (5) business days’
prior written notice;
b.) with immediate effect upon the provision of
written notice by either Party in the event of
material breach of this Agreement by the other
Party; or
c.) at any time by mutual written agreement
between the Parties.
d.) Upon termination of the Agreement between
the Cooperative and foodpanda.
19.2. Foodpanda shall have the right to terminate this
Agreement, with immediate effect and without any
liability, in the event of a breach of Clause 2.1.14,
provided that the Vendor, in relation to the
Member, has failed to remedy the breach within a
maximum period of two (2) business days from
receipt of the notification of the breach.
19.3. The Vendor agrees and accepts that it will provide
Foodpanda with such information and supporting
documentation, as Foodpanda may reasonably
determine, to ensure compliance with applicable
legal and contractual requirements for (i) anti-
money laundering and terrorism financing laws and
regulations and (ii) KYB (Know Your Business)
requirements. The Vendor agrees and accepts that
Foodpanda may terminate this Agreement with
immediate effect, in case of non-compliance or
serious suspicion for non-compliance with the
applicable legislation against money laundering and
terrorist financing or a breach of applicable law by
the Vendor or a breach of the specific provisions
for prohibited products (or products subject to
restrictions) by the Vendor.
19.4. Upon termination of this Agreement, for any
reason:
a.) Foodpanda shall remove this particular listing
of the Vendor and Member from the Platforms;
b.) the Vendor is obliged to return, within thirty
(30) days from termination, all Foodpanda
property in its and/or the Member’s possession,
including in particular, the assets loaned by
Foodpanda and any unreturned/damaged
assets (except for fair wear and tear) shall be
chargeable to the Vendor;
c.) the Vendor must immediately cause the
Member to remove any reference to Foodpanda
and/or any of Foodpanda’s intellectual
property from its premises, website, and/or
marketing materials;
d.) the accrued rights, remedies, obligations and
liabilities of the Parties at the date of expiry or
termination shall be unaffected, including the
right to claim damages in respect of any breach
of this Agreement which existed on or before
the date of termination or expiry; and
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e.) Clauses which expressly or by implication
survive termination of the Agreement shall
continue in full force and effect.
20. Limitation of Liability
20.1. Nothing in this Agreement shall limit or exclude
either Party’s liability for death or personal injury
caused by its negligence, or the negligence of its
employees, agents, representatives, or
subcontractors.
20.2. Subject to Clause 20.1:
a.) Neither Party shall be liable to the other Party,
whether in contract, tort (including negligence),
breach of statutory duty, or otherwise, for any
loss of profit, or any indirect or consequential
loss or damages arising under or in connection
with this Agreement; and
b.) Foodpanda’s total liability to the Vendor in
respect of all other losses arising under or in
connection with this Agreement, whether in
contract, tort (including negligence), breach of
statutory duty, or otherwise, shall in no
circumstance exceed the Agency Fees paid in
the preceding year at the time of the event
giving rise to such liability.
20.3. This Clause 20 shall survive termination of this
Agreement.
21. Conflicting Terms
21.1. To the extent that any of these Terms conflict with
the contents of the Vendor Agreement (including,
without limitation, any fees or conditions detailed
in the Vendor Agreement), the terms of the Vendor
Agreement shall prevail.
21.2. This Agreement is written in the English language,
which shall be the sole language of interpretation in
the event of any translations.
22. Entire Agreement
This Agreement sets forth the entire agreement and
understanding between the Parties or any of them in
relation to the subject matter of this Agreement and
supersedes and cancels in all respects all previous
agreements, letters of intent, correspondence,
understandings, agreements and undertakings (if any)
between the Parties with respect to this subject matter
hereof, whether written or oral.
23. Severability
If any provision or part-provision of this Agreement is or
becomes invalid, illegal, or unenforceable, it shall be
deemed modified to the minimum extent necessary to
make it valid, legal, and enforceable. If such modification
is not possible, the relevant provision or part-provision
shall be deemed deleted. Any modification to or deletion
of a provision or part-provision under this Clause shall
not affect the validity and enforceability of the rest of this
Agreement.
24. Governing Law and Jurisdiction
24.1. This Agreement, and any dispute or claim arising
out of or in connection with it or its subject matter
or formation (including non-contractual disputes or
claims), shall be governed by, and construed in
accordance with the laws of the Philippines.
24.2. Each Party agrees that any dispute arising out of
this Agreement shall be subject to the exclusive
jurisdiction of the appropriate court in the City of
Makati, Philippines, to the exclusion of all other
courts.
24.3. Unless otherwise agreed upon or if the
circumstances forbid, performance of this
Agreement shall continue during the settlement of
disputes including in instances described under
Clause 6.7. No payment due or payable by the
Vendor, or amount to be transferred by Foodpanda
shall be withheld on account of a pending court
dispute or other dispute resolution mechanism
except to the extent that such payment is the
subject of such dispute.
25. Preferred Partnership (Pandapick)
25.1. Vendor shall have the option of enrolling for the
Preferred Partnership Rate agreed to in the Vendor
Agreement (if applicable). Subject to Clauses 25.2
and 25.3 below, the Vendor agrees that throughout
the duration of this Agreement, the Member shall
work on a Preferred Partnership basis with
Foodpanda by not entering into any agreements
with any or select third parties that provide services
that are similar or identical to the Services (“Third
Parties”).
25.2. Should the Vendor not opt to work on a Preferred
Partnership basis with Foodpanda in respect of the
particular Member subject of this Agreement, the
Non-Preferred Partnership Rate (Regular Rate)
agreed to in the Vendor Agreement shall apply. For
the avoidance of doubt, the Vendor may, at any
time during the duration of this Agreement, decide
to opt out of the Preferred Partnership Rate,
subject to the notification requirements under
Clause 25.3 below.
25.3. In the event of the Vendor opting to shift from
working on the Preferred Partnership Rate to the
Non-Preferred Partnership Rate, it shall inform
Foodpanda of such decision within at least ninety
(90) days’ through written notice and the Preferred
Partnership Rate shall apply with effect from the
first day of the month following the end of notice
period.
25.4. In the event of the Vendor opting to shift from the
Non-Preferred Partnership Rate, it shall inform
Foodpanda of such decision, at least five (5)
business days’ notice prior to the shift.
25.5. Should the Vendor opt not to work on a Preferred
Partnership basis with Foodpanda in respect of the
particular Member subject of this Agreement and
fail to inform Foodpanda of such decision with at
least a ninety (90) day notice, the Vendor agrees that
the Non-Preferred Partnership Rate shall apply
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with effect from the date that the Vendor begins
working with any Third Parties. Further Foodpanda
reserves the right to claim any difference in the
applicable Agency Fee that should have been
imposed during such intervening period prior to
knowledge by or notification to Foodpanda of such
decision, whichever is earlier.
25.6. Foodpanda reserves the right to discontinue the
Preferred Partnership benefits at any time upon
provision of prior written notice to the Vendor at
least thirty (30) days prior to such termination.
25.7. (if applicable) The Vendor may opt to only enroll
certain branches or restaurants for the Preferred
Partnership Rate. The same terms and conditions
provided under this Clause 25 shall apply to the
provision of such Preferred Partnership Rate the
specific branches or restaurants enumerated in
Schedule 1.
25.8. (if applicable) The Parties may agree to work on a
Preferred Partnership Rebate instead, as specified
in the Vendor Agreement. In that scenario, should
the Vendor fail to provide the necessary
notification requirement as specified in Clause 25.3,
the Vendor agrees that it shall be liable to return all
the Preferred Partnership Rebate paid by
Foodpanda from the time the Vendor has ceased
working on a Preferred Partnership basis until
knowledge or notification to Foodpanda,
whichever is earlier. Additionally, Vendor shall be
liable to pay a penalty for the delayed notification
equivalent to the Preferred Partnership Rebate of
the immediately preceding thirty (30) days prior to
knowledge by or notification to Foodpanda,
whichever is earlier. Return of the applicable
Preferred Partnership Rebate and payment of the
applicable penalty shall be done within thirty (30)
days without need of any demand from Foodpanda.
26. Photography Package
26.1. If a Member opts for one of the Photography
Packages stated in the Vendor Agreement,
Foodpanda shall organize for the photographs to
be taken and shall have all necessary intellectual
property rights to use the photographs on the
Platforms.
26.2. Vendor shall pay the monthly Photography Fee for
the relevant Member to Foodpanda as stated in the
Vendor Agreement and as part of the Amounts
Payable. The Photography Fee stated is VAT
exclusive.
26.3. The Vendor agrees and acknowledges that the
Photographs shall only be used in the Platforms.
No additional usage right shall be granted to the
Vendor and/or Member.
26.4. In case the Vendor Agreement will be terminated
within the first contract year either by Foodpanda
in accordance with Clause 19.1(b) or by the Vendor
in accordance with Clause 19.1(a) or 19.1(c), the
Vendor will pay 50% of the Photography Fee to
Foodpanda (if a Photography Package is availed of).
Foodpanda shall invoice such amount within thirty
(30) days after termination of the Vendor
Agreement.
27. Notification and Call Recording
27.1. By signing this Agreement, the Vendor consents
and agrees that Foodpanda may use the Vendor’s
and Member’s information in the Vendor
Agreement to provide notifications (either directly
or through its third party provider) in relation to
this Agreement, including but not limited to
delivery notifications, finance and operational
notifications, promotions, deals, portal education,
surveys, feedback and marketing updates, via
various communication and social media channels
including but not limited to email, short message
service (SMS), WhatsApp, LINE, Google and/or
Facebook. The Vendor and/or Member may
withdraw its consent and opt out from receiving
such notifications at any time by clicking on the
“Unsubscribe” button provided in the
notifications.
27.2. By signing this Agreement, the Vendor consents
and agrees, for itself and on behalf of the Member,
to the monitoring and/or recording, at any time and
from time to time, by Foodpanda, its affiliates,
agents and/or sub-contractors of any and all oral
communications between the Vendor’s/Member’s
employees, personnel and/or agents and
foodpanda’s employees, personnel and/or agents in
relation to the Services and/or this Agreement for
record keeping, audit and quality training purposes.
Vendor further consents and agrees to waive any
requirement of further notice from Foodpanda of
such monitoring and/or recording, and to notify
and obtain the consent of its employees, personnel
and/or agents to such monitoring and/or
recording.
28. Authorized Signatories
The Vendor acknowledges that Foodpanda’s approval
and agreement to be bound by the terms and conditions
under this Agreement shall only constitute to be legally
binding when signed by at least two (2) duly authorized
representatives of Foodpanda.
29. pandago
29.1. Foodpanda offers “pandago” an ‘On Demand
Rider Platform’ where Vendor and/or Memmber
shall be entitled to preferred payment processing,
access to may request for a delivery to be made
from its location to its customer’s address through
a rider provided from Foodpanda’s rider pool
(“pandago Service”). Vendor and/or Member may
access the pandago Service using the Vendor Portal
or via the ‘Request a Rider’ page found on the
pandago website, https://pandago.ph.
29.2. By using the pandago Service:
a.) Vendor/Member consents and agrees to be
bound by the pandago Terms and Conditions
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(“pandago T&Cs”), as may be amended from 32.2. Should the Member, during the Term, lose
time to time. The pandago T&C’s are membership in the Cooperative, this shall result in
incorporated by reference herein and are the termination of this Agreement.
accessible at
https://pandago.ph/termsandconditions or via
the link on the pandago website. In the event of
any inconsistency between the pandago T&Cs
and the terms of this Agreement, the pandago
Terms and Conditions shall prevail in relation
to the use of pandago.
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-
terms-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. Cooperative
32.1. The Member acknowledges that maintaining
membership and good standing with the
Cooperative is a prerequisite to continued use of
the Services. Pursuant to this, Member authorizes
Foodpanda to contact the Cooperative and inquire
about the Member’s membership therein.

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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 in respect of the particular Member subject of this Agreement. 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
and/or Member 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 and/or Member’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.

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ANNEX B
Wastage Policy
Wastage Charges are charges which apply only to orders that are: (1) cancelled by the Customer after
the Vendor and/or Member 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 and/or Member. 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 at the Member’s
establishment.

In all cases, cancelled order after the Vendor has accepted

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

Foodpanda’s Foodpanda will pay 40% of the order value to Foodpanda will pay the Vendor the full
share 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 order. Vendor shall pay the Agency Fee on the
cancelled order.

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SCHEDULE 1
PandaPick Specific Branches / Nominated Stores

Brand / Branch/ Store Name Address

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[AGENCY AGREEMENT]