TERMS AND CONDITIONS OF USE OF DIDI FOOD FOR STORES
REBUILDING TECHNOLOGY PTE. LTD. (hereinafter "DiDi" Or "Company"), is a company legally incorporated under the Laws of the Republic of Singapore; having its offices at the address located at 163 Tras Street # 03-01 Lian Huat Building Singapore (079024).
This application is hereinafter referred to as "DiDi Food"
DiDi, and in some countries, its affiliated companies, through a technological platform provide the intermediation service between Users, Delivery Partners and / or Stores (hereinafter the "DiDi Service", the "Service" and / or the “Services”) so that they can contact each other and can organize and plan online the request and provision of food, beverage and/or consumption goods (hereinafter the “Goods”) delivery services by Delivery Partners and / or Stores.
The person who accesses, navigates or uses DiDi Food or DiDi websites related to DiDi Food to contact Delivery Partners and / or Stores hereinafter referred to as "User".
The person who accesses navigates or uses DiDi Food or the DiDi websites related to DiDi Food to be contacted by the User in order to organize and plan online the provision of food, beverage and consumption goods delivery services, directly, independently, at their own risk and sole responsibility, they will be called "Delivery Partner".
The person who offers food, beverage and consumption goods directly, independently, at his / her own risk, sole responsibility and ensuring compliance with all applicable legal requirements and who accesses, navigates or uses DiDi Food or DiDi websites related to DiDi Food in order to be contacted by the User in order to organize and plan online the request and provision of food, beverage and consumption goods delivery services, directly, independently, at their own risk and sole responsibility or through a Delivery Partner will be called "Store" and / or "Stores".
The User's request to Delivery Partners and / or Stores for the provision of food, beverage and consumption goods delivery services will be referred to hereinafter as the "Order" and / or "Orders".
The use of the Services by Stores will be governed by these DiDi Food Terms and Conditions of Use (hereinafter referred to as "Terms and Conditions").
1. Definitions and Structure.
For the purposes of these Terms and Conditions, unless otherwise agreed, (a) capitalized terms that are not defined in this document will have the meaning established in Annex 1 ("Definitions"), and (b) the principles of interpretation defined in said Annex 1 will be applicable.
2. Purpose.
DiDi will provide the intermediation Services to the Store through DiDi Food, and the Store is obliged to pay the Service Fees to DiDi as consideration for the Services provided, in accordance with the terms and conditions established in the Contract and / or in this Terms and Conditions.
The Services will be provided by DiDi since it will provide access to the DiDi Food to the Store, to the Users and the Delivery Partners, in order for them to have access to the information contained therein, and to allow the User to place Orders, as well as well as to track the status of your Orders directly on t.
3. Using DiDi Food.
3.1. Store Account Creation
(a) Store Account. The Store will have access to DiDi Food so that it can create an account, and can directly upload the information of its Products, availability, images, prices and any other relevant information (the "Product Details"), so that Users can find all this information directly in the DiDi Food and can place an Order within the business hours established by the Store, in real time interaction (the "Store Account"). The foregoing, with the understanding that DiDi will not be responsible for the authenticity or accuracy of the Product Details, and any liability derived from the foregoing will be exclusive to the Store.
When creating the Store Account, the Store will create a username and password, providing the required information on DiDi Food and Product Details, allowing notifications and SMS, if necessary; Likewise, it must keep available and in force during the Term of the relationship with DiDI, any license or permit, including without limitation, any operating license, license for the sale of alcoholic beverages, license in health and hygiene, municipal licenses, permits environmental, franchise contracts, land use license, authorization of the branch or franchise, and any other information or documentation that may be requested (the "Store Information"). The Store must ensure that all the Store Information provided is complete and valid, and remains valid during the Term of the Contract and these Terms and Conditions. Failure to update such information may result in the Store's inability to access or use DiDi Food.
DiDi may implement mechanisms to verify the identity of the account holder such as verification of records, documents, passwords, data, facial recognition systems, among others.
In order for DiDi to correctly provide the Services, the Store authorizes DiDi to disclose the Store Information on DiDi Food, including, without limitation, the use of its brand and / or logo in all media including social media, which will allow and facilitate the Users and Delivery Partners recognize and trust the Store.
b) Delivery Options. At the time of creation of the Store Account, the Store will be asked to choose a Delivery Option between Own Delivery or Delivery coordinated through DiDi Food:
(i) Coordinated delivery through DiDi Food. In case of choosing the Delivery method coordinated through DiDi Food, the Store may receive Orders through DiDi Food, as well as locate and assign a Delivery Partner for the delivery of said Order. The Store understands and accepts that DiDi Food does not guarantee the availability of Delivery Partners as it intermediates via the platform between them and the Stores. Therefore, the allocation will be made under the supply and demand system at the time of coordinating the Order through DiDi Food. Likewise, the Store understands and accepts that part or all of the Service Fee will be used to make the payment of the Delivery Partner's Delivery Services.
(ii) Own Delivery. In case of choosing the Own Delivery method, the Store will be expressly obliged to use DiDi Food exclusively for the reception of Orders, and will use the Store's Delivers, and will not contact the Delivery Partners registered in DiDi Food to distribute said Orders.
The Store expressly acknowledges that in none of the cases the Delivery Partners or the Store Delivery Partners are employees, representatives or dependents of DiDi, nor does any employment relationship exist between said Delivery Partners, Store Delivery Partners and DiDi. DiDi will not be liable to the Store or to the Delivery Partners or Store Delivery Partners for any breach, damage, loss, liability or any claim arising from any act or omission of the Store or any Delivery Partner or Delivery Partner of the Store. The Store will hold DiDi harmless for any liability, sanction, loss, cost, expense (including fees), tax, claim or demand of the Store Delivers.
Likewise, in the event that the Store chooses the option of Own Delivery, the Store will be obliged to adhere to the Terms and Conditions of Use of Didi Food applicable to the Delivery Partners, and will be jointly and severally liable with the Store Delivery Partners for any breach of said Terms and Conditions of Use.
3.2. Activation Fee
For the activation, configuration and access to the DiDi Food, the Store must pay in favor of DiDi for the Activation Fee (the "Activation Fee") the amount agreed in the Commercial T&Cs. The Store authorizes DiDi to compensate the Activation Fee in whole or in part in weekly payments as specified in the Commercial T&Cs, on the income to which the Store is entitled for the marketing of its products contacting clients through DiDi Food.
When the Activation Fee has not been fully covered at the time this legal business is terminated, or at the time the Store deactivates your Account in DiDi Food, DiDi will have the right to withhold the amount that could be owed to the Store , the equivalent of the amount pending payment of the Activation Fee; In the event that said amount is less than the amount due for the Activation Fee, DiDi will have the right to retain the outstanding amount in the event that the Store is activated again in DiDi Food.
4. Payments and Service Fees.
4.1. If the Store chooses Own Delivery as the Delivery Method, the following rules will apply:
(a) Offline User Payments. When DiDi Food indicates that the Store will receive offline payments by the User, the Store will receive from the Store Deliverer, as indicated by DiDi Food, the Order Price, and the Service Fee. In this case, the Store will have the right to retain the Order Price. The Store will pay DiDi the corresponding Service Fee, in accordance with the settlement rules contained in Commercial T&C;
(b) Online User Payments. When the Store receives payments online, DiDi will retain the Order Price from the User, once the Order has been delivered. DiDi will make the Order Price available to the Store (after deducting the applicable Service Fee) in the Bank Account. DiDi will have the right to make compensation with the Store, on a regular or irregular basis, for the aforementioned amount, based on the settlement rules that may be updated from time to time.
4.2. If the Store chooses Coordinated Delivery through DiDi Food as a Delivery Option, the following rules will apply:
(a) Offline User Payments. When the Store receives offline payments from the User, the Store will receive from the Delivery Partner the Order Price, Delivery Fee and the Service Fee. This Service Fee will be paid to DiDi by the Store. The Service Fee shall be transferred to DiDi, who as collection agent, will transfer it to the Delivery Partner. The Delivery Fee shall be transferred to DiDi. In this case, the payment that the Store receives from the User will be the Order Price; and
(b) Online User Payments. When the Store receives payments online, DiDi will retain the Order Price from the amount paid by the User. DiDi will make the Order Price available to the Store (after deducting the applicable Service Fee) in the Bank Account. DiDi will have the right to make compensation with the Store, on a regular or irregular basis, for the aforementioned amount, based on the settlement rules that may be updated from time to time.
To avoid any doubt or controversy, when the Store receives cash from the Delivery Partner, the Store will be responsible for examining whether the cash payment was made correctly. The Store must cover DiDi for all payments made incorrectly or not successfully completed, by the Users and / or the Delivery Partner. DiDi will transfer to the Delivery Partner the relevant fees.
4.3. Additional Branches of the Store.
The Parties agree that the Contract and these Terms and Conditions include any current and future branch of the Store, with the understanding that. In the event that the Store opens new branches, the Store must update in DiDi Food the information of the Store corresponding to said new branch, so that it can benefit from the Services provided in these Terms and Conditions and / or in the Contract.
4.4. Taxes and Invoices.
The Store acknowledges and agrees that it will be responsible for any applicable taxes on its own income arising from the Orders and any applicable taxes, fees and contributions in accordance with applicable laws. The Store will be responsible for the obligations of filing and payment of the aforementioned taxes.
The Store recognizes that it will be solely responsible for issuing all the payment invoices requested by the Users in relation to the Order, which will be issued in accordance with the tax provisions provided in applicable laws. DiDi will not be responsible for the issuance of any proof of payment required by the Users for the orders placed, nor will it be responsible for any error or lack of delivery of the corresponding proof of payment.
5. Declarations and Guarantees of the Store.
5.1. In the case of Legal Entities:
The Store, through its legal representative, declares and guarantees DiDi the following:
(a) It is a company, legally constituted and existing in accordance with local applicable laws;
(b) Your legal representative, who declares to know and accept these Terms and Conditions, has the necessary and sufficient powers and faculties to carry out this agreement, in his name and on his behalf, and declares that said powers and faculties have not been limited to him, modified or revoked in any way;
(c) Its corporate purpose allows it to carry out, among other things, the provision of Store services and all similar activities related to the Store and food and beverage sectors;
(d) Has the necessary experience, technical knowledge, financial, legal and human resources to provide its Products to Users in accordance with best practices, and complies with all rules and regulations applicable to the Store in accordance with local laws Applicable, including, without limitation, food safety, sanitary surveillance and control, technical guides, standards related to the quality of the Products, the necessary regulations and standards of quality and hygiene, and the mandatory sanitary protocols that are required under Applicable Laws;
(e) It is registered in the corresponding registry according to local laws regulating its activity.
(f) The celebration and fulfillment of this agreement by the Store, and the fulfillment of its obligations under them, have been duly authorized and approved by any necessary corporate body;
(g) The celebration of this Agreement: (i) does not conflict with any of the provisions of its bylaws, (ii) does not create any type of labor, consumer or similar relationship between the Store, DiDi, any Delivery Partner and / or Store Deliverer, and (iii) does not conflict with any other contract to which the Store is a party;
(h) The Store materially complies with all Applicable Laws and has not received any written notification of any material violation or non-compliance with them;
(i) The Store has all the licenses, permits and authorizations required under applicable laws to carry out the business in which they are engaged and to use and enjoy the properties or real estate used by them for such purposes, including without limitation, the operating license, permit for the sale of alcoholic beverages, health and hygiene license, municipal licenses, environmental permits and any other permit or license without which a Government Authority would have the right to order the closure or suspension of the activities of the Store;
(j) The execution, delivery or execution of this agreement will not result in the acquisition by the Store of the DiDi Brand or DiDi Food, which at all times will be the exclusive property of DiDi, and the Store you are only obtaining a limited license to use DiDi Food during the Term of the Contract and these Terms and Conditions;
(k) The Store complies in all material aspects with all the laws applicable to its activity in labor matters, health and safety at work, social security, wages, hours, child labor, immigration, termination of labor relations, compensation of employees. workers, labor relations and employee leave;
(l) As of the date of conclusion of this agreement, the Store has not received any written notification of any pending procedure, which may prevent the Store from continuing with the operation of its business, or which may prevent the Store from enter into the Contract and these Terms and Conditions;
(m) The Store currently complies and has complied with all the laws applicable to its activity in environmental and health matters, and the Store is not involved in any sanctioning procedure, preliminary investigation nor has it received from any Government Authority any request or notification, written or by any other means, that could result in a sanction in environmental or health matters; and,
(n) The property or property where the Store is located is not considered a contaminated site in accordance with the applicable laws on environmental matters.
(o) That it has the necessary consents or has executed the contracts required by the applicable regulations for the protection of personal data, in case of requesting to transfer or transmit to third parties the personal data over which the Store acts as Responsible.
(p) Accept and know the Terms and Conditions of Delivery Partner, applicable for Own Delivery events.
(q) Accept and know the DiDi and DiDi Food Community Guides which establish general rules for the use of the websites, content and services offered through the DiDi platforms, available at DiDi Food.
5.2. In the case of Natural Persons:
The Store declares and guarantees to DiDi the following:
(a) Is a natural person of legal age, in full enjoyment of his rights and with full capacity to enter into the Contract and these Terms and Conditions, and to be bound by them;
(b) It has the necessary experience, technical knowledge, financial, legal and human resources to provide its Products to Users in accordance with best practices, and complies with all the rules and regulations applicable to the Store in accordance with applicable laws to its activity, including, without limitation, food safety, sanitary surveillance and control, technical guides, standards related to the quality of the Products, the necessary regulations and standards of quality and hygiene and the mandatory sanitary protocols that are required under the applicable laws to his activity;
(c) It is registered in the corresponding registry according to local applicable law.
(d) The celebration of this legal business: (i) does not create any type of labor or similar relationship between the Store, DiDi, any Delivery Partner and / or Store Delivery Partner, and (ii) does not conflict with any other contract of which the Store is part;
(e) The Store materially complies with all applicable laws and has not received any written notification of any material violation or non-compliance with them;
(f) The Store has all the licenses, permits and authorizations required under the laws applicable to its activity to carry out the business in which they are engaged and to use and enjoy the properties or real estate used by them for such purposes, including without limitation, the operating license, permit for the sale of alcoholic beverages, health and hygiene license, municipal licenses, environmental permits, land use license, authorization for the operation of the branch and any other permit or license without which a Government Authority would have the right to order the closure or suspension of the activities of the Store;
(g) The celebration, delivery or execution of this legal business will not result in the acquisition by the Store of the DiDi Brand or DiDi Food, which at all times will be the exclusive property of DiDi, and the Store is only obtaining a limited license to use DiDi Food during the term of these Terms and Conditions;
(h) The Store complies in all material aspects with all the laws applicable to its activity in labor matters, health and safety at work, social security, wages, hours, child labor, immigration, termination of labor relations, compensation of employees. workers, labor relations and employee leave;
(i) As of the date of conclusion of this legal business, the Store has not received any written notification of any pending procedure, which may prevent the Store from continuing with the operation of its business, or which may prevent the Store from celebrate this legal business;
(j) The Store currently complies and has complied with all the laws applicable to its activity in environmental and health matters, and the Store is not involved in any sanctioning procedure, preliminary investigation nor has it received from any Government Authority any request or notification, written or by any other means, that could result in a sanction in environmental or health matters; and,
(k) The property or property where the Store is located is not considered a contaminated site in accordance with the applicable laws on environmental matters.
(l) That it has the necessary consents or has executed the contracts required by the applicable laws of protection of personal data, in case of requiring the transfer or transmission to third parties of the personal data over which the Store acts as Responsible.
(m) Accepts and knows the Terms and Conditions of Delivery Partner, applicable for events of Own Delivery.
(n) Accept and know the DiDi and DiDi Food Community Guides which establish general rules for the use of the websites, content and services offered through the DiDi platforms, available at DiDi Food.
6. Store´s obligations.
(a) The Store must download DiDi Food on its mobile device and must satisfactorily complete the registration procedures. When registering and during the validity of the Terms and Conditions, the Store must ensure that all the information provided is accurate, up-to-date, complete and valid;
(b) The Store will be solely responsible for the quality of its service, the suitability and sanitary condition of its Products and the packaging of its Products for shipment, which must comply at all times with the terms and conditions established in this document, applicable laws and best practices;
(c) In the event of damages caused to DiDi, a Delivery Partner, a User or a third party, due to causes attributable to the Store, the Store will assume the corresponding indemnification responsibility, as well as any administrative sanctions and corrective measures imposed, and the associated legal costs for DiDi;
(d) The Store will not publish or reveal any of the personal information of any User or Delivery Partner to third parties, unless it has the authorization to do so;
(e) The Store must comply with the rules applicable to its activity such as:
i. Comply with all the mandatory requirements for its operation as a Store, as prescribed by the laws applicable to its activity;
ii. Maintain a good reputation;
iii. Maintain quality control measures;
iv. Provide high quality products;
v. Have staff whose native language is Spanish to serve Users;
vi. Not have serious penalties for violations of hygiene, health or the like;
vii. Have the equipment, infrastructure and personnel necessary to provide their services in accordance with best practices; and.
viii. Use containers, packaging and bags for dispatch that are in accordance with environmental regulations, in accordance with the laws applicable to their activity.
ix. Use containers, packaging, bags, as well as adopt the measures and procedures necessary for dispatch and guarantee the quality, suitability and safety of the Goods, including those required to maintain special conditions of conservation, protection, isolation and / or avoid contamination.
x. Attend in accordance with the laws that are applicable to the Store, the claims, requests for guarantee, refund, cancellation, retraction, reversal that are presented by Users directly to the Store or communicated through DiDi Foo
xi. Provide refunds directly or through DiDi Food whenever it corresponds refunds requests or cancellations requested by Users, whether they are presented directly to the Store or communicated through DiDi Food
xii. Address, in accordance with the laws that are applicable to the Store, the claims from third parties whether they are presented directly to the Store or communicated through DiDi Food.
(f) The Store will not engage in dishonest, illegal or fraudulent conduct for the purpose of obtaining higher sales performance or any financial advantage through the use of DiDi Food;
(g) The Store must keep all mobile devices, hardware and software updated, so that it complies with the DiDi Food requirements. DiDi is not responsible for any problem that may arise when the Store uses any outdated version of DiDi Food on any mobile device, which does not comply with current requirements. The Store agrees that DiDi may update the hardware and software requirements of the mobile phone that supports the DiDi Food on a regular basis;
(h) The Store undertakes to:
a. Use DiDi Food in good faith;
b. Use DiDi Food only for the purposes of this legal business and will not resell or allow a third party to profit from it;
c. Do not use DiDi Food for illegal purposes;
d. Do not use DiDi Food to harass, obstruct or inconvenience others;
e. Not affect the normal operation of the network; and
F. Do not attempt to harm the Services, DiDi or the Delivery Partner.
(j) The Store authorizes DiDi to monitor data relating to cancellation after an Order has been accepted by it. Unjustified cancellation after acceptance of the Order by the Store will be judged at DiDi's sole discretion and will be considered as a breach of the Terms and Conditions;
(k) The Store will cooperate with DiDi's promotional activities, at DiDi's request;
(l) The Store will allow DiDi to inspect and visit its facilities at any time, so that DiDi can confirm compliance with the Terms and Conditions;
(m) The Store undertakes to assume full responsibility for the completion of the delivery of the Order, from the moment an Order is placed, until its completion, with the delivery of the Order to the User; and
(n) The Store must ensure that the Delivery Partner and / or Store Delivery Partner is duly qualified for the delivery of food in the appropriate conditions.
(o) Accept and know the DiDi and DiDi Food Community Guides which establish general rules for the use of the websites, content and services offered through the DiDi platforms, available at DiDi Food.
(p) The Store will not affect, violate, ignore or infringe intellectual property rights of third parties or engage in unfair competition behavior, violations of the rights of Users, Partners or third parties, fraud of any kind or violation of regulations applicable to the activity of the Store. In the event of a claim against the Store directly or communicated through DiDi Food, it must be addressed directly by the Store immediately, without prejudice to DiDi Food's right to suspend or cancel the respective account if it is estimated necessary.
8. Product and Safety Standards.
The Store, as the case may be, will present, offer, prepare, pack, conserve, dispatch, send and in general adopt all the necessary measures to offer, conserve and dispatch the Products considering their nature in compliance with all laws applicable to the Store activity in matters of conservation, safety and hygiene, or any other that may be applicable to the Store activity. Likewise, and the Store will determine the presentation, quality, portion, size, ingredients, packaging for shipping and other criteria that apply to the Products (the "Criteria"); Therefore, it will be solely responsible to DiDi, the User, Delivery Partner and third parties for any breach, damage or harm derived from its non-observance.
9. Breach of the Terms and Conditions by the Store.
The Store undertakes to indemnify and exempt DiDi and its shareholders, partners, members, managers, directors and Affiliates, from and against any damage, loss or claim, whether suffered, incurred or paid, arising as a result of: (i ) the inaccuracy or falsehood of any statement by the Store established in the Terms and Conditions, (ii) any breach, total or partial, of any obligation, agreement, term or condition by the Store in accordance with the Terms and Conditions, ( iii) the breach of the law applicable to their activities, (iv) any violation of the User's rights by the Store or the Store Deliverers that affects DiDi, and / or (v) any claim that may arise against the Store in which DiDi is affected, without DiDi having any fault or responsibility, including without limitation, any claim from any Delivery Partner, Store Delivery Partner, or any any User.
In addition to the aforementioned compensation, in the cases described in the preceding paragraph, DiDi may exercise one or more of its rights, options or remedies, by virtue of these Terms and Conditions, and may claim compensation for damages or for the compliance with specific obligations. Likewise, you may exercise any other type of action available by virtue of the Law Applicable to these Terms and Conditions.
The Parties agree that the provisions contained in this Clause will survive the termination of the Terms and Conditions.
10. Term.
This Terms and Conditions shall enter into force on the date the Contract is entered into by both Parties and will remain in force until either of them terminates them (the "Term").
Either Party may unilaterally terminate the Terms and Conditions at any time, without prior judicial resolution, prior written notice to the other Party 30 (thirty) days in advance (the "Termination Notice"). During said period, the rights, duties, obligations and responsibility of the Parties under the Terms and Conditions will continue in full effect and force.
In case the Store breaches any obligation or statement provided in the Terms and Conditions or any event described in the Tenth clause, DiDi will have the right to unilaterally resolve the Terms and Conditions, without the need to notify the Termination Notice to the Store, and the Store will be responsible for any damage or loss suffered by Didi as a result.
11. Intellectual Property.
DiDi and its Affiliates are the owners of the intellectual property rights of all content distributed on DiDi Food, including without limitation, the software, products and services provided and related, and said intellectual property rights will be protected by Law. The absence A declaration of ownership of certain content does not constitute the lack of the right of DiDi to claim, or enforce the rights over them, and the Store will respect the rights and interests of the owner of said rights and will legally use said content in accordance with the Law, regulations and the principle of good faith.
DiDi's intellectual property rights, as well as the rights to use and exploit them, including their disclosure, publication, reproduction, distribution and transformation, are the exclusive property of DiDi. Therefore, the Store will not acquire any intellectual property rights through the Terms and Conditions and in no case will the Terms and Conditions be interpreted as the granting of a license over it.
Without the prior written consent of DiDi, the Store may not use, copy, modify, extract, disseminate, group with other products for their use or sale, link or transmit through hyperlinks, store in an information retrieval system or use for any other commercial purpose any software, products, services, information or words in any form and for any reason, except for downloading or printing for personal non-commercial use, provided that no modification is made to them and that the statement of rights of author or property contained therein is maintained.
The brands and logos used and displayed in the software will be registered and unregistered trademarks of DiDi and its Affiliates, and will be protected by applicable laws.
The Store may not use the names "DiDi", "DiDi Chuxing", "DiDi Hailing", "DiDi Deliver" and similar names, as well as related trademarks, without the prior written consent of DiDi.
If the Store prints, copies, downloads, modifies or links any part of the content available through DiDi Food, in violation of the Terms and Conditions, the right of the Store to use DiDi Foodmay immediately cease at Didi's discretion. , and the Store, at DiDi's discretion, will return or destroy any copies (electronic or otherwise) of the materials, that the Store has made.
12. Confidentiality.
From the date that each of the Parties enter into the Terms and Conditions, until 2 (two) years after the termination, the Store must, and must ensure that its Affiliates, maintain the confidentiality of any Confidential Information, whether written or oral, related to DiDi. The foregoing, with the understanding that the Store may reveal Confidential Information that (a) is generally available and known to the public, without being attributable to the same or to any of its Affiliates; or (b) is legally acquired by the Store or by any of its Affiliates before the termination of the Terms and Conditions, from sources that are not prohibited from disclosing said Confidential Information due to a legal, contractual or fiduciary obligation. If the Store or any of its Affiliates is forced to disclose Confidential Information derived from a judicial or administrative procedure or by other requirements of the Law, said Person will immediately notify DiDi in writing and will reveal only the part of said Confidential Information that is legally required and as advised by your adviser in writing, provided that you make all reasonable efforts to obtain an appropriate protection order or take reasonable steps to ensure the confidential treatment of such Confidential Information.
In addition, the Store is obliged to sign any other document that is necessary to comply with the law on privacy and data protection, including the applicable requirements for the transfer and / or ordering of personal data.
13. Anti-corruption.
During the Term of the Terms and Conditions, the Store must observe the following requirements in all operations: (a) the Store will not take any action that intentionally violates any Applicable Law; (b) the Store may not make any expenses for purposes other than those that are lawful; and (c) the Store will not make any payment or deliver any value to the officials of any Government Authority, directly or indirectly, except that such payments are required by Applicable Law and are made to said officials in their capacity as such and not as another way.
The Store acknowledges that DiDi has informed it of DiDi's internal ethics and anti-corruption policies. Likewise, the Store acknowledges that it knows and understands the provisions of the Foreign Corrupt Practices Act of the United States of America (“FCPA”) and the UK Bribery Act of the United Kingdom (“UK Act”).
The Store is obliged not to engage in any conduct in relation to the Terms and Conditions, or in relation to any operation that involves a violation of DiDi's internal policies, Applicable Laws, the FCPA or the UK Act, which means that the Store is obliged not to offer, not promise to deliver, or not to deliver, or authorize any such offer, promise or delivery of any amount of money or anything of value, directly or indirectly, (i) in favor of any official, employee or person who provides his services to any Government Authority (including state companies and international organizations), (ii) in favor of any political party, or any official or candidate of a political party, (iii) in favor of any officer, director, employee or representative of any current or potential User, DiDi or the Store, (iv) in favor of any third party to deliver the amount of money ro or the thing of value of any of the aforementioned elements, or (v) in favor of any person or entity to the extent that such offer, promise, delivery or authorization violates Applicable Laws, the FCPA, the UK Act or DiDi's internal policies.
In the event that the Store fails to comply with its obligations and responsibilities set forth in this Clause, the Parties agree that in addition to any sanction imposed by any Government Authority, the Store must pay DiDi a conventional penalty equivalent to 30% (thirty percent) of the income generated by the Store through the use of the DiDi Food from the signing of the Terms and Conditions. Additionally, the Store is obliged to indemnify and hold harmless DiDi and its shareholders, partners, members, managers, directors, officers and Affiliates against any damages, losses or additional claims incurred or paid derived or resulting from any illegal conduct of the Store and / or its employees in contravention of the provisions of this Clause and / or Applicable Laws, the FCPA, the UK Act and / or DiDi's internal policies.
14. Entire Agreement.
This Terms and Conditions, their Annexes and Commercial T&Cs constitute the exclusive, complete and final agreement between the Parties with respect to the matter dealt with therein, and supersede all proposals, negotiations, arrangements and other prior communications and understandings between the Parties, whether oral. or written, with respect to the matter dealt with in them.
15. Severability.
If one or more provisions of the Terms and Conditions are considered invalid, illegal or unenforceable, the validity, legality and applicability of the other provisions of the Terms and Conditions will not be affected in any way by it. In any event, DiDi will determine whether it continues to comply with these other terms.
16. Assignments and Successions.
16.1 The Parties agree that DiDi will have the right to transfer all or part of its rights and obligations contained in the Terms and Conditions by means of a prior written notification to the Store. Likewise, the Parties agree that the Store may not assign the Terms and Conditions or any of its rights, duties, obligations or responsibilities under these, without the prior written consent of DiDi.
16.2 In the event that the shareholders or controlling person of the Store changes these Terms and Conditions may be terminated unilaterally by DiDi, without prejudice to the Store's obligation to previously notify DiDi of said situation, at least 30 days in advance.
17. Force Majeure.
In the event of a force majeure event, the affected Party may temporarily suspend compliance with its obligations under the Terms and Conditions until the effect of such force majeure events ceases and no responsibility will be assumed for the breach of the Terms and Conditions; however, said Party will make every effort to resolve said event and mitigate losses. Force majeure shall mean any unforeseeable or unavoidable event (even if foreseeable) beyond the control of the Parties that prevents, affects or delays the fulfillment of all or part of the obligations contracted by one of the Parties, by virtue of the Terms and Conditions. Such events include but are not limited to earthquakes, war, modification of laws and policies, informational viruses, hacker attacks or suspension of services provided by telecommunications agencies.
18. Applicable Law.
The Terms and Conditions shall be governed by the Laws of Singapore. Any conflict, claim or controversy that arises from or in relation to the breach, termination, interpretation or validity of the Terms and Conditions or the use of DiDi Food will be subject to an arbitration tribunal administered by the International Arbitration Center of Singapore (“CAIS”) in accordance with the current CAIS Arbitration Rules, rules deemed to be incorporated by reference into this clause. The number of referees will be one. The seat of the arbitration shall be Singapore. The language to be used in the arbitration proceedings will be English. The arbitrator's decision will be final and binding on the Parties, except with regard to manifest error. The costs of the arbitrator shall be borne equally between the Parties or as indicated by the arbitrator. The Store expressly and irrevocably waives any other jurisdiction to which it may be entitled in accordance with its respective current or future addresses.

Annex 1
Definitions
For the purposes of the Terms and Conditions, unless the context requires otherwise, the terms with an initial capital letter that are not expressly defined in the Terms and Conditions will have the following meaning. English shall prevail over the Spanish version:
“Affiliate” means, with respect to any Person, any Person who, directly or indirectly, through one or more intermediaries, controls, is controlled or is under the common control of said first Person. The term "control" (including its correlative meanings "controlled by" and "under common control with") shall mean the possession, direct or indirect, of power to direct or provoke the direction and / or management of its policies (either through ownership of shares or other interests, by means of a contract or otherwise).
"Government Authority" refers to any national, regional or local authority, agency, court, commission or other governmental, regulatory or self-regulatory entity with jurisdiction and competence
"Bank Account" refers to the Store's bank account described in the Contract, with the understanding that, unless expressly authorized in writing by DiDi, said account must always be in the name of the Store.
"Store Account" is attributed the meaning established in the Third Clause of these Terms and Conditions.
"User Data" refers to any information or data obtained, made available, provided or arising in relation to DiDi Food and related to Users, including the results of any analysis through DiDi Food of said information or data.
"Product Details" is attributed the meaning established in the Third Clause of these Terms and Conditions.
"Business Day" means any day other than Saturday, Sunday or day on which banking institutions in the Republic of Singapore are authorized or obligated, by law or executive order, to close business.
"FCPA" is attributed the meaning established in the Fifteenth Clause of these Terms and Conditions.
“Confidential Information” refers to information related to a Party or any of its Affiliates or businesses, which has been provided by or on behalf of said Party, to the other Party or any of its Affiliates in relation to the Agreement or these Terms and Conditions (for information disclosed by DiDi, regardless of whether such information is marked or identified as "confidential" or otherwise; and, for information disclosed by the Store, provided that such information is marked as "confidential").
"Store Information" is attributed the meaning established in the Third Clause of these Terms and Conditions.
"Applicable Law" refers to the law of Singapore.
“DiDi Brand Logo” refers to the DiDi ® brand and its design, as well as its distinctive colors.
"Party" is attributed the meaning established in the preamble of these Terms and Conditions.
"Person" refers to any individual, natural person, legal person, corporation, business trust, partnership, association, limited liability company, unincorporated or similar organization, or any Government Authority.
“Order Price” refers to the price of the Products that are displayed on DiDi Food when the User places an Order, excluding the Delivery Fee and any promotion or coupon that the User may enjoy for said Order. To avoid any doubt, the price of the Order will include any applicable taxes.
"Store Deliverer" are the deliverers hired directly by the Stores or their own delivery contractors. The relationship between the Store Deliverer and the Store will be governed according to the terms agreed between them. Under no circumstances will the Store Deliverer be considered to have any employment relationship with DiDi, nor will he provide a service to DiDi.
"Store Marketing Cost" means the costs that the Store agrees to pay for promotions including, without limitation, combos, discounts and purchase of certain Products that may give a right to obtain different Products for free.
“Delivery Fee” means the fee that DiDi will charge the User on its own behalf as compensation for the Services, or from time to time to cover a portion of the fees of the Delivery Partner, each time the Delivery Partner delivers an order, minus the applicable fees in accordance with the corresponding Terms and Conditions. to the Delivery Partners.
“Service Fee” refers to the fee that DiDi will charge to the Store each time a User places an Order, on behalf of the Delivery Partner and when the latter has delivered said Order. A table with the applicable percentages that will be used to estimate each Service Fee is attached as Commercial T&C, and may be unilaterally updated by DiDi, from time to time, with the understanding that the updated Service Rates will be available for the Store.