Seller Policy Pages
1. Definitions and Interpretation
1. Definition and explanation
1.1 The following terms used in this Agreement (including these General Terms and Conditions) or any documents referred to in this Agreement shall have the following meanings unless otherwise expressly defined in this Agreement or therein: "Agreement" means the form on which YsgFood Merchant registers for these General Terms and Conditions and any schedules, appendices or other appendices thereto, including all amendments, supplements and variations thereto; "Applicable Law" means any law or authority enacted by the Polish Parliament, the Government or any court of competent jurisdiction, whether now or in the future, adopted or issued; "Business Day" means any day other than a Saturday, Sunday or a public holiday in Poland; "Contributor" has the meaning given to it in Article 6 of these General Terms and Conditions; "Customer Account" means the account registered by the Customer on the Ysg Platform; "Driver" means the party who delivers the products ordered by the Customer through the YsgFood Platform; “Effective Date” means the date on which Ysg approves the Merchant’s submission of the YsgFood Merchant Registration Form; “Merchant” means the restaurant or business premises owned, managed and registered by the Merchant for the purpose of enabling the YsgFood Service, as such restaurant or business premises may be amended and added to from time to time in accordance with the Agreement between the Parties; “Merchant Information” means the Merchant’s detailed information as set out in the Agreement; “Merchant SOP” means the Merchant’s standard operating procedures for using the YsgFood Service, as Ysg may amend from time to time in its sole discretion with or without notice; “Merchant Wallet” means the Merchant’s account held with Ysg for the purpose of storing transaction funds; “Net Sales” means the total price of the Products in a Transaction, excluding any taxes (including but not limited to any sales and service tax): (a) after deducting any discounts from the Merchant on the YsgFood Platform; and (b) excluding service fees, merchant surcharges and other fees (if any and applicable) recorded by Ysg or its Merchants in their Affiliates’ systems; “Order” means an order for Products placed by a Customer on the YsgFood Platform; “Parties” means Ysg and the Merchant collectively, and “Party” means any Party; “Product” means any Product purchased by a Merchant through the YsgFood Platform. food and/or beverages sold on the Platform; “Service Fee” has the meaning ascribed to it in Clause 7.1 of these General Terms and Conditions; “Ysg Platform” means the e-commerce platform (www.Ysg.com.my) on which Ysg operates its mobile application or website; “YsgFood Platform” means the food ordering and delivery platform operated by Ysg on the Ysg Platform for the provision of the YsgFood Services; “YsgFood Services” means the food ordering and delivery platform service through which Merchants can sell their products and Customers can order products through the YsgFood Platform, with delivery being by Driver or any other method specified by Zalora; “Transaction” means any transaction in which a Customer orders and pays for products from a Merchant through the YsgFood Platform; “Transaction Funds” means the total amount paid by a Customer for transactions conducted through the YsgFood Services on the YsgFood Platform. 1.2 In this Agreement (including these General Terms and Conditions): (a) any reference to a statutory provision shall include that provision and any legislation made under it, whether before or after that date, and any prior statutory provision or legislation (as amended or re-enacted from time to time) directly or indirectly replaced by that provision or legislation, whether before or after that date, to the extent that such legislation amends or re-enacts this Agreement from time to time; (b) any reference to "writing" or "written form" shall include any visible reproduction; (c) any reference to "including" shall be construed as "including but not limited to"; (d) any reference to a "clause" or "schedule" shall be a reference to the clause or schedule which follows: these General Terms and Conditions (unless the context otherwise requires); (e) unless the context otherwise requires, words importing the singular shall include the plural and vice versa, and words importing a particular gender shall include the other gender (masculine, feminine or neuter). 1.3 The headings in this Agreement (including these General Terms and Conditions) are for convenience only and shall not affect the interpretation of this Agreement.
2. Territory
The agreement attached to these General Terms and Conditions contains the terms and conditions for the provision of YsgFood Services (as may be amended from time to time).
3: Term
The term shall be one year from the Effective Date and shall automatically renew for successive one-year periods unless either party notifies the other party in writing at least thirty days in advance. 30) Number of days prior to expiration of any term.
4. YsgFood Service Description
4.1 Merchants acknowledge and agree that the YsgFood service provided by Ysg is limited to (a) recommending customers to Merchants; (b) acting as an intermediary between customers and Merchants, accepting orders on behalf of Merchants and committing to processing customer orders within 24 hours; and (c) acting as an intermediary between customers and Merchants, with an obligation to cooperate with Merchants to safeguard the interests of their customers. Ysg may, at its sole discretion, modify or suspend the YsgFood service without prior notice.
4.2 Ysg shall display the product range offered by Merchants on the YsgFood platform, provided that such range has been notified to Ysg and meets the standards separately determined and notified to Merchants by Ysg.
4.3 Merchants shall provide Zalora with all information necessary for Ysg to display its products on the YsgFood Platform, including menus, products, product availability of any Merchant, Merchant's business hours and locations, logos, images, prices, and any company logos required by Ysg ("Required Information"). For the avoidance of doubt, if Merchants fail to provide Ysg with the Required Information, Ysg shall have the right to use any information in Ysg's possession, including any images related to the Products on the YsgFood Platform. Merchants must notify Ysg of any changes to such information at least seven (7) business days before the change takes effect.
4.4 Merchants shall continuously verify the information published by Ysg and shall promptly notify Ysg (within one hour of becoming aware of any error or inaccuracy) of any errors or inaccuracies. For the avoidance of doubt, Merchants' menus, products, logos, images, prices, corporate image and other related information may be published on the YsgFood Platform and other media (including but not limited to Twitter, Facebook and Google AdWords campaigns).
4.5 Merchants acknowledge and agree that YSG does not provide shipping services and does not act as a shipping service provider, courier, postal service provider, delivery service provider, caterer, or agent for any party. YSG makes no representations or warranties and does not guarantee the quality, safety, and/or legality of any products. YSG does not guarantee the identity of any customer or that a customer will complete a transaction.
4.6 Merchants acknowledge and agree that the actual contract for the sale of goods is entered into directly between the merchant and the customer. YSG is not a party to such contract and assumes no responsibility, obligation, or legal liability in connection with such contract or related matters. Any disputes related to any product are solely between the merchant and the relevant customer.
4.7 Merchants are responsible for handling any refunds and/or claims arising from transactions, including but not limited to chargebacks. YSG may assist merchants with the refund and/or claim processing process, and merchants further agree that YSG may, at its sole discretion, refund transaction funds to customers without the merchant's prior approval.
4.8 Ysg reserves the right to suspend specific transactions and/or customer accounts and/or merchant wallets and/or YsgFood Services if Ysg believes any of the following circumstances have occurred:
(a) Ysg deems it necessary or desirable to protect the security of customer accounts and/or merchant wallets and/or YsgFood Services;
(b) Ysg deems that the transaction (i) violates the terms of this Agreement or the security requirements of customer accounts and/or merchant wallets and/or YsgFood Services; or (ii) involves suspicious, unauthorized, or fraudulent transactions, including, but not limited to, money laundering, terrorist financing, fraud, or other illegal activities;
(c) if the transaction is for the sale of goods and/or services that are not within the Merchant's agreed scope of business or are deemed to violate applicable laws;
(d) if the Merchant engages in activities prohibited by the Merchant's SOPs or any other policies.Ysg or any applicable law;
(e) any other circumstances related to Ysg's compliance with any applicable law.
4.9 Ysg may, at its sole discretion, periodically provide Merchants with training on the development of the YsgFood service, including any changes or additions to the YsgFood service facilities.
4.10 Ysg reserves the right to deduct from transaction funds the service fees Ysg is entitled to collect and donations (if any) for providing the YsgFood service through the YsgFood platform.
4.11 If Zalora provides Merchants with any equipment, including but not limited to electronic data collection devices (EDC) ("Equipment"), for the purpose of providing the YsgFood service, Merchants agree to be responsible for such equipment and are obligated to remove and return it in good condition to Ysg upon termination of the YsgFood service. Ysg may provide further details on the use of the Equipment, technical and operational support, and/or resolution of Equipment-related issues in the Merchant Standard Operating Procedures (SOPs) and/or publish them on the Ysg Platform, which shall apply to and be binding upon both parties.
5. Obligations
5.1 Merchants shall register as Merchants using the YsgFood Merchant Registration Form or any other method specified by Ysg. Merchants shall integrate the YsgFood Services with the Merchant and operate in accordance with Ysg's instructions and policies (as may be amended from time to time). 5.2 Merchants shall not allow any products or items that are prohibited or restricted by applicable laws or Ysg policies to be traded. 5.3 Merchants shall retain transaction records for at least seven (7) years from the date of the transaction. 5.4 Merchants shall conduct their business and operate Merchants in accordance with applicable laws and ensure that their business activities are not prohibited by applicable laws. 5.5 Merchants shall always hold all relevant licenses and permits required to conduct their business, including any food safety laws and regulations. If the Merchant becomes aware of any illegal activity or the relevant authorities discover that its operations violate any applicable laws, the Merchant must notify Ysg immediately (no later than 1 hour after receiving the notification). 5.6 The Merchant represents and warrants to Ysg that: (a) to the best of its knowledge, it has not received any funds in connection with any illegal, fraudulent, deceptive or manipulative act or practice, and the Merchant has not paid any money to or from any illegal source. If the Merchant becomes aware of any such transactions, the Merchant agrees to immediately notify Ysg to suspend any such transactions and/or customer accounts and/or merchant wallets; (b) the product-related information published on the YsgFood platform complies with all legal requirements, including all information related to customer protection and welfare and any laws and regulations related to the sale of food; (c) the information provided by the Merchant to Ysg is current and accurate and does not infringe the intellectual property rights of any third party; (d) products that are of merchantable quality and safe for consumption are provided, prepared and sold to customers, and the storage, production and preparation of the products comply with and will comply with all relevant retail, catering and food safety regulations and rules imposed by Ysg and any applicable laws; (e) all current licenses required by laws and regulations and there are no ongoing criminal, bankruptcy or tax proceedings or other penalties pending in connection with the Merchant’s business operations; (f) not solicit data and/or information from customers or other parties on behalf of Ysg and/or its affiliates in any way without the prior written approval of Ysg and/or its affiliates. 5.7 If any product deteriorates, becomes defective, or causes any customer to suffer food poisoning, allergies, or other consequences, the Merchant assumes full responsibility and/or legal liability for such events and shall indemnify and hold harmless Ysg from any claims, damages, or losses arising from any such events. 5.8 No person owned or controlled by the Merchant is currently subject to any sanctions imposed or enforced by the relevant Polish government authorities (collectively, "Sanctions") and is located, organized, or resident in any country or region currently subject to Sanctions. The Merchant shall not use the YsgFood Services in any manner that could cause any party to violate Sanctions. The Merchant and its subsidiaries and affiliates shall not knowingly engage in any transaction with any individual or group, or in any country or region, that is or has been subject to sanctions at the time of or in connection with the transaction.
Transaction. 5.9 Merchant agrees that it and its affiliates shall conduct their business in compliance with applicable laws related to anti-corruption and shall not, directly or indirectly, take any action that could lead to a violation of such laws, including but not limited to, directly or indirectly offering, providing, or promising anything of value to any government agency or government official that could lead to a violation of any such laws. Merchant and its affiliates' operations shall at all times comply with all material aspects of applicable laws regarding anti-money laundering and financial record-keeping and reporting requirements. 5.10 Merchant shall not: (a) decrypt or perform any reverse engineering of Ysg or YsgFood platform systems; (b) perform any action that could damage and/or disrupt Ysg or YsgFood platform systems; or (c) perform any action intended to copy, duplicate, and/or steal YsgFood services.
Ysg and/or customer information and/or data. 5.11 Merchant agrees to participate in YsgFood's promotional and marketing activities, including co-sponsored activities ("Ysg Organized Activities" (hereinafter referred to as "Promotional Activities")). If Merchant wishes to withdraw from the Promotional Activities, Merchant shall notify Ysg Customer Service of its intention and complete the withdrawal form. Ysg shall process the withdrawal request within fourteen (14) days of receipt of the completed withdrawal form. 5.12 Merchant shall be responsible for maintaining the confidentiality of all identification information, passwords, personal identification numbers (PINs) or any other codes used to access the Merchant Wallet. Merchant is fully responsible for all activities that occur under its Merchant Wallet, even if such activities or use are not performed by the Merchant. Ysg shall not be liable for any loss or damage caused by the unauthorized use of Merchant's credentials or Merchant's failure to comply with these Terms.
6. YsgFood Co-Sponsored Activities
If Merchant participates in this Promotion, its contribution to the Promotion (hereinafter referred to as "Contribution") will be based on each net sales recorded in the Ysg system. Ysg will notify Merchant of its share of the Contribution in the relevant Promotion by email or other means determined by Ysg in its sole discretion.
7. Fees and Taxes
7.1 In consideration for Zalora's provision of the YSGFood Services, Merchants shall pay Zalora the service fee specified in the YSGFood Merchant Registration Form (hereinafter referred to as the "Service Fee"). The Service Fee will be charged on a per-net-sale basis based on successful transactions recorded in the YSG system. The Service Fee does not include any service and sales tax (SST), and Merchants shall be responsible for any taxes charged by YSG on the Service Fee. 7.2 The terms for settlement of transaction funds after deducting the Service Fee, donations (if any), and/or other fees (if any) will be further specified in the Merchant SOP and may be changed at YSG's sole discretion. 7.3 Unless otherwise provided by applicable law, Merchants hereby authorize YSG and/or its affiliates to debit or credit Merchant Wallet at any time upon written notice to Merchant for certain reasons, including the following: (a) to correct any errors in the processing of any transactions and/or instructions provided by Merchant to YSG, including but not limited to duplicate payments; (b) YSG determines that the Merchant has engaged in any fraudulent or suspicious activity and/or transactions; (c) in connection with any rewards or rebates; (d) in connection with any uncollected fees or contributions (if any); (e) in connection with the resolution of any transaction disputes, including any compensation payable to or from the Merchant; and (f) in connection with any transaction as determined by YSG in the future or for any other reason. 7.4 YSG may, in its sole discretion, modify the Service Fees, Contributions, or any other applicable fees or include any additional fees at any time by written notice to the Merchant. 7. Taxes” and YSG undertakes to pay all such taxes promptly. If the Merchant fails to pay taxes and YSG is required to pay such taxes and, if applicable, any related penalties, YSG shall have the right to recover any amounts paid.
8. Intellectual Property
8.1 YSG and/or its licensors retain and shall retain all copyrights, trademarks, and other intellectual property rights and all rights, title, and interest therein, except as expressly granted to the Merchant in this Agreement. 8.2 The Merchant grants Ysg a worldwide, non-exclusive, royalty-free, non-transferable license only during the term of this Agreement to reproduce, use and display the materials licensed by the Merchant or authorized to the Merchant for the performance of this Agreement.
The Merchant hereby warrants and represents that it owns or has the right to use and sublicense any intellectual property rights it uses or licenses to YSG. 8.3 The Merchant represents and warrants that it owns or is the lawful licensee of all intellectual property rights used under this Agreement, does not infringe or violate the proprietary rights or intellectual property rights of any third party, and that no other party claims ownership of the same intellectual property rights. 8.4 All reports, specifications, and other similar documents prepared or compiled in the course of this Agreement, including documents and materials related to YSG Food Services, and any derivative works of any intellectual property rights granted by either party, shall remain the absolute property of the relevant party throughout their preparation and at all times thereafter. For the avoidance of doubt, all intellectual property rights subsisting in the reports, specifications, and other similar documents set forth in these Terms shall at all times remain the property of the relevant party. 8.5 Each party warrants to the other that it will not use any of the other's trademarks in any marketing activities (including, but not limited to, promotional activities) without the other party's prior written consent. Notwithstanding the foregoing, YSG shall have the right to use the Merchant's trademarks to promote YSG Food Services and related promotional activities on all platforms and media worldwide.
9. No Warranties
9.1 The YSGFOOD Service is provided "as is" without any representations or warranties, whether express, implied, or statutory. YSG and any of its subsidiaries and affiliates, officers, directors, agents, joint ventures, employees, and suppliers expressly disclaim any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. YSG has no control over products purchased through the YSGFOOD Service. YSG does not guarantee continuous, uninterrupted, or secure access to any part of the YSGFOOD Service, and the operation of the YSG website may be temporarily suspended for maintenance or upgrades or be interfered with by various factors beyond YSG's control. YSG will make reasonable efforts to ensure that requests for YSGFOOD Services are processed promptly, but YSG makes no representations or warranties regarding the time required to complete the processing. 9.2 YSG is not responsible for any of the following: (a) where YSG reasonably believes that a payment is suspended or declined due to fraud or lack of proper authorization; (b) where a payment instruction is received that contains incorrect or malformed information; (c) where the hardware, software, mobile device and/or internet connection is not functioning properly due to, but not limited to, viruses, outages or other forms of system disruption (such as unauthorized access by a third party); (d) any of the circumstances set out in Section 4.8. (a) where YSG reasonably believes that a payment is suspended or declined due to fraud or lack of proper authorization; (b) where a payment instruction is received that contains incorrect or malformed information; (c) where the hardware, software, mobile device and/or internet connection is not functioning properly due to, but not limited to, viruses, outages or other forms of system disruption (such as unauthorized access by a third party); (d) any of the circumstances set out in Section 4.8. (a) YSG reasonably believes that a payment is fraudulent or not properly authorized; (b) a payment instruction received contains incorrect or malformed information; (c) the hardware, software, mobile device, and/or internet connection fails to function properly due to (including but not limited to) viruses, outages, or other forms of system disruption (such as unauthorized access by a third party); or (d) any of the circumstances set forth in Section 4.8.
10. Confidentiality and Personal Information
10.1 Each party shall maintain confidentiality and shall not disclose to any person, nor shall it disclose for its own benefit or the benefit of any other person (except for the proper performance of its obligations under this Agreement), directly or indirectly, any information disclosed by or on behalf of the disclosing party, provided to the receiving party, or otherwise obtained by the receiving party. "Confidential Information" means confidential and proprietary products or information, intellectual property, business plans, operations or systems, financial and trading conditions, and details of customers, suppliers, debtors, or creditors.
Editors, Affiliates, marketing information, printed materials, rates and rate schedules, contracts, and any other materials relating to the Disclosing Party or any of its officers, directors, or employees, regardless of form, format, or medium, whether machine-readable or human-readable, including written, oral, or tangible forms, and information communicated or obtained through meetings, documents, correspondence, or inspection of tangible objects. These Terms do not apply to any Confidential Information that is in the public domain and is disclosed, provided, or otherwise made available by the Disclosing Party, and will no longer apply to any Confidential Information that subsequently becomes public, except as a result of any breach by the Receiving Party. 10.2 The Receiving Party may disclose Confidential Information to: (a) its directors and employees, if their duties require access to such Confidential Information, provided that the Receiving Party instructs its directors and employees to treat such Confidential Information as confidential and not to use such Confidential Information for any purpose other than the normal performance of their duties; and (b) its external auditors, attorneys, and professional advisors. The Receiving Party shall ensure that all persons to whom such information is disclosed are bound by the contracts set forth in these Terms and that appropriate confidentiality clauses are included in their employment contracts and other applicable contracts. 10.3 The parties to this Agreement shall comply with all applicable laws and regulations on the Ysg Platform related to this Agreement, and any obligations required by our privacy policies regarding personal data as a data user and data processor. For the purposes of this Agreement, "3. The parties to this Agreement shall comply with all applicable laws and regulations on the Ysg Platform related to this Agreement." The obligations required by our privacy policies regarding personal data as a data user and data processor shall be understood as follows. For the purposes of this Agreement, "3. Each party to this Agreement shall comply with its respective obligations as a Data User and Data Processor with respect to any Personal Data in connection with this Agreement as required by all applicable laws and the Privacy Policy on the Ysg Platform. For the purposes of this Agreement, "Personal Data" means Personal Data with the meaning ascribed thereto, which is controlled by the Data User and for which the Data Processor's services are necessary or required for the performance of this Agreement; "Data Processor" means any person (other than an employee of the Data User) who processes Personal Data solely on behalf of the Data User and does not process Personal Data for any personal purpose; and "Data User" means any person who, alone, jointly, or with others, controls or authorizes the Processing of any Personal Data, i.e., any person who processes any Personal Data but does not include the Data Processor. 10.4 The confidentiality obligations set forth in this Section 10 shall survive termination of this Agreement and/or until the Confidential Information becomes publicly available.
11. Force Majeure
11.1 Both parties waive all obligations and liabilities arising from work delays caused by force majeure. "Force majeure" means any unforeseeable, unavoidable event and/or extraordinary circumstances beyond the reasonable control of either party, including but not limited to epidemics or pandemics (such as the COVID-19 epidemic/pandemic) (excluding epidemics), natural disasters, war, insurrection, invasion, sabotage, large-scale riots, and government regulation of monetary matters that directly affects the performance of this Agreement. 11.2 If either party is delayed or prevented from performing its obligations under this Agreement due to force majeure, it shall notify the other party in writing as soon as possible after the occurrence of the force majeure event.
12. Termination
12.1 Either party may terminate this Agreement immediately in the following circumstances: (a) The other party files for bankruptcy, becomes insolvent or makes any arrangement or composition or assignment for the benefit of its creditors, or a receiver or manager is appointed for that party or its business, or that party goes into voluntary (other than reorganization or amalgamation) or compulsory liquidation; (b) the other party commits a material breach of this Agreement, or the non-breaching party believes that such breach is remediable and has been given an opportunity to remedy it, but such breach is not remedied within 30 (thirty) days from the date of notification of such breach by the non-breaching party; (c) Ysg suspects that the Merchant and/or a third party has committed any illegal, unlawful and/or fraudulent acts,
(d) any violation or failure by the other party to comply with any applicable law that may have a material adverse effect on the non-breaching party, including any food safety or other regulations related to restaurants and/or catering; (e) for any reason or no reason, giving the other party 30 (thirty) days' prior written notice of the reason. 12.2 Termination of YsgFood services does not release or limit the obligations, liabilities and liabilities of the merchant or Ysg incurred before termination. Including any food safety or other regulations related to restaurants and/or catering; (e) for any reason or no reason, giving the other party 30 (thirty) days' prior written notice of the reason. 12.2 Termination of YsgFood services does not release or limit the obligations, liabilities and liabilities of the merchant or Ysg incurred before termination. Including any food safety or other regulations related to restaurants and/or catering; (e) for any reason or no reason, giving the other party 30 (thirty) days' prior written notice of the reason. 12.2 Termination of YsgFood services does not release or limit the obligations, liabilities and liabilities of the merchant or Ysg incurred before termination. Including any food safety or other regulations related to restaurants and/or catering; (e) for any reason or no reason, giving the other party 30 (thirty) days' prior written notice of the reason. 12.2 Termination of YsgFood services does not release or limit the obligations, liabilities and liabilities of the merchant or Ysg incurred before termination.
13. Homework
13.1 The Merchant may not assign any of its rights under this Agreement to any person without YSG's prior written consent. 13.2 The Merchant may not permit any other person (other than the Customer) to use YSG's food services without YSG's prior written consent. 13.3 The terms of this Agreement shall be binding upon the parties and their respective successors and permitted assigns. 14. Relationship of the Parties; Drivers as Independent Contractors 14.1 Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the Merchant and YSG. Neither party has the authority to enter into any form of agreement on behalf of the other. 14.2 Drivers agree that third-party agreements to provide food delivery services to customers are independent agreements between the customer and the driver, and the driver is not an employee or agent of YSG. YSG acts solely as an intermediary between customers and drivers. 14.3 YSG does not provide any transportation services and assumes no responsibility for any acts, omissions, failures, tardiness, or refusal of drivers in providing transportation services. 14.4 YSG does not and shall not guarantee the safety, reliability, compatibility, or competence of its drivers in fulfilling their obligations to deliver Merchants to Customers. Merchants hereby indemnify and release YSG from any and all liability, claims, causes, ...
15. Indemnification
Merchant shall indemnify and hold harmless YSG, its affiliates, and their respective officers, directors, employees, agents, and third-party contractors (the "Indemnified Parties") from and against any and all losses, liabilities, expenses, and ...
