Delivery Service Agreement — Yango Deli

1. DESCRIPTION

Yango Deli is a chain of convenience stores without the entrance of customers where the sale of food and essential goods is carried out via the Yango Deli platform (“Platform”) or web interface with delivery by couriers to user locations specified in the Yango Deli app. Yango Deli is operated by Yandex.Go Israel Ltd., company number 515926285 with registered address: 148 Menachem Begin, Tel Aviv, Israel (“Yango”).

2. DELIVERY SERVICES

2.1. The Courier shall provide Yango (i) delivery services from stores operated by Yango (“Store”) to Users (“Delivery Services”) in accordance with the terms set forth herein.

2.2. There is no obligation to perform Delivery Services for any minimum or maximum number of hours per calendar month. The Courier shall be given access to the Platform, through which the Courier may choose when the Courier is available for the provision of Delivery Services in accordance with the terms set forth herein.

3. REPRESENTATIONS AND WARRANTIES

As a Courier, You acknowledge, confirm and undertake that:

3.1. The relationship between You and Yango shall be that of independent contractors and not as employees or agents thereof. Accordingly, you hereby confirm and represent that no employer-employee, agency, partnership or joint venture relationship exists or will exist between You and Yango.

3.2. You have the experience, talent, expertise, knowledge and licenses (if required) to perform the Delivery Services.

3.3. You are legally capable of entering into the Agreement with Yango.

3.4. You have registered as a licensed dealer or exempted dealer at the Israeli tax authorities, have self-employed status with the Income Tax Authority, VAT Authority and National Insurance Institute, and can provide Yango with a proper tax invoice and (or) receipt for any payment from Yango.

3.5. You are solely responsible for all tax obligations, and these tax obligations shall apply exclusively to You, with regard to (i) any Delivery Services or other services that You will provide with, through, or by means of the Platform, (ii) reporting and paying tax liabilities for any Delivery Services or other services, and (iii) issuing tax invoices and(or) receipts associated with Delivery Services or other services.

4. REGISTRATION

4.1. For the purposes of the Agreement You must complete courier registration on the Platform.

4.2. Yango may accept or reject an application for any reason. If Yango accepts the application, the Courier will, within a reasonable period, be provided with a login and password to access the Platform and instructions for the Platform's use.

4.3. The Courier shall not transfer their Platform login and password to any person, and shall be solely liable for the protection and confidentiality of their login and password.

4.4. If Your access to the Platform and(or) requests of Users is terminated or suspended, you shall not be allowed to re-enroll as a courier under another username.

4.5. You shall obtain and maintain all technical means (which includes without limitation smartphones and(or) tablets with a power supply, access to the internet by any means, etc.) required for accessing and usage of the Platform, and Yango shall never be required to provide such technical and other means or compensate You for obtaining or maintaining any of them.

5. REQUIREMENTS FOR DELIVERIES

5.1. You are aware that in order to provide Delivery Services, You are required (i) install the Application (ii) and log into the Application with your login and password.

5.2. Yango will send You via the Application the list of time slots when Delivery Services are needed (“Slot/s”) and Stores where the Delivery Services are needed, and You may choose the Slot/s and Stores according to your preference.

5.3. By choosing a Slot and Store, You undertake to provide the Delivery Service during the chosen Slot and undertake to arrive at the chosen Store at the beginning of the Slot, subject to the provisions of Clause ‎5.7 of the Agreement.

5.4. When You arrive at the beginning of the Slot, You must activate the Slot when You are located within a distance of no more than 100 meters from the Store.

5.5. The amount of deliveries during a Slot depends on the demand and use of Yango Deli’s services by Users. Yango makes no representation and is not obliged to provide You with any volume of deliveries during a Slot.

5.6. The Courier can provide Delivery Services using two-wheeled vehicles. Except for the Equipment (as defined below), the Courier is responsible for legally obtaining the equipment necessary for performing the Delivery Services and for all related conditions and expenses (e.g. licensing, fuel, insurance, maintenance services and any applicable taxes).

5.7. You accept and acknowledge that at all times the quality of Delivery Services rendered will satisfy the Delivery Standards of Yango Deli specified in Annex A.

5.8. You accept and acknowledge that video recording is operated in Stores and You might be recorded in all times when you arrive at a Store.

5.9. You will not be entitled to Consideration in full or in part for a delivery in any of the following circumstances:

• the delivery was not performed within the estimated delivery time in accordance with the Platform’s data that was displayed to You; and(or)
• the Delivery Services did not comply with Delivery Standards of Yango Deli; and(or)
• Yango received a complaint from the User regarding the Delivery Services.

Actual and specific sizes of deductions, circumstances and other conditions of deductions from the Consideration are specified in the Payment Policy available at: https://yandex.com/legal/payment_policy. Yango is entitled to change these conditions at any time without any prior notice by publishing the updated Payment Policy on the webpage mentioned above.

You may contact Yango via the Yango Pro chat to explain or dispute the circumstances that lead to the non-payment of Consideration as aforementioned.

5.10. Yango will rent to the Courier the following specially branded equipment: thermal bag, t-shirt and other devices (“Equipment”) for a deposit of 300 NIS (“Deposit Fee”). You shall always use the Equipment for the provision of Delivery Services.

5.11. The Deposit Fee will be returned to the Courier against return of the Equipment to Yango by the Courier within 10 calendar days of the termination of the Agreement or the written request of Yango. If the equipment is not returned by the Courier in accordance with the Agreement for any reason, the Courier will be charged the amount of the Deposit Fee. It is clarified that the Courier agrees and allows Yango to deduct the Deposit Fee from any amount that Yango owes Courier without derogating any other remedy available to Yango.

5.12. You are prohibited to use in any way and for any purpose any information on orders, Users, their addresses, delivered products or any other information that you become aware of in connection with the Agreement, other than for the performance of Delivery Services under the Agreement.

6. THE PLATFORM

6.1. You accept and acknowledge that the Platform is the only method for the provision of Delivery Services for Yango.

6.2. The Platform is provided on an “AS-IS” basis subject to the terms of the licence agreement available at https://yandex.com/legal/taximeter_mobile_agreement/#index__israel_en. Yango and its affiliated companies expressly disclaim all warranties and conditions of any kind or nature, whether written or oral, express or implied, including with respect to the merchantability, applicability for a particular purpose or use, title, performance, security, or non-infringement of third party rights. In addition, Yango expressly disclaims any implied warranty with respect to liability for the compliance with applicable laws, which shall be the Courier’s sole responsibility.

6.3. Yango endeavours to ensure the operation of the Platform without technical malfunctions and interruptions. However, Yango makes no warrant that (i) the operation of the Platform and(or) the Application will be accurate, uninterrupted, faultless and(or) error-free; (ii) the Platform and(or) Application will be free of vulnerability to intrusion or attack; and(or) (iii) disruptions and(or) impairments in the use of the Platform and(or) Application and(or) other data will not occur.

6.4. The Courier shall not (i) use the account of another person on the Platform or a false identity to create an account or register on the Platform; (ii) copy or change the information stored on the Platform; (iii) modify, adapt, translate, decrypt, decompile, disassemble or reverse engineer the Platform, or in any other manner decode the Platform or create derivative works based on the Platform.

7. CONSIDERATION

7.1. For the provision of Delivery Services, the Courier is entitled to the Consideration in accordance with the Delivery Service Consideration Terms specified in Annex B.

The Courier may be entitled to the Guaranteed Minimal Fee when the Courier’s total Consideration during the Slot is less than T x GHF, where “T” means the Slot duration in hours and GHF means the Guaranteed Hourly Fee specified in Annex B. The payment of the Guaranteed Minimal Fee is a subject to the provisions of the Agreement and compliance with Delivery Standards of Yango Deli.

7.2. As a condition to providing the Delivery Services and receiving the Consideration, the Courier is required to join Ksys Ltd.'s Digital Invoicing Services by confirming the “Terms & Conditions of Joining the Digital Invoice Services” available at: https://yandex.com/legal/digital_invoices. The Courier hereby authorizes Ksys Ltd. (Company No. 515285120), trading as EZcount (www.ezcount.co.il), to produce, on its behalf, tax invoices with respect to any amounts that are due to the Courier from Yango pursuant to the Agreement. Yango is not and shall not be responsible for Ksys Ltd.'s activity.

7.3. Payment of the Consideration is subject to the Courier’s delivery to Yango of a proper and accurate tax invoice and(or) receipt.

7.4. The Consideration hereunder shall represent the full Consideration to which the Courier shall be entitled for the provision of Delivery Services. The Consideration shall be paid monthly, but Yango is entitled to pay it more frequently. The transfer of the Consideration is subject to achieving the sum of 200 NIS by the Courier.

7.5. The Courier shall be solely responsible for, and shall pay, all taxes, levies, social benefits and any other payments required by applicable laws to be made in connection with the Agreement. Yango shall deduct from all payments due and payable hereunder any taxes and related mandatory costs that must be deducted at the source or with respect to which Yango is otherwise deemed liable to pay according to applicable laws or the tax authority certificates the Courier has submitted.

8. TERM; TERMINATION

8.1. Each party may unilaterally terminate the Agreement by notifying the other Party fifteen (15) days in advance.

8.2. Notwithstanding the aforementioned, Yango may terminate the Agreement immediately without providing the Courier the notice period upon any of the following: conviction of any felony by the Courier involving moral turpitude affecting Yango or any crime involving fraud; intentional actions taken by the Courier to materially harm Yango; any material breach of the Courier's duties hereunder which, to the extent such breach is curable, has not been cured by the Courier within 14 (fourteen) calendar days after a notice containing a description of the breach or breaches alleged to have occurred was sent to the Courier by Yango.

9. INDEPENDENT CONTRACTOR

9.1. The parties hereto agree that the Courier shall act (and be considered for all purposes) as an independent contractor of Yango, and not as an employee or agent thereof. Accordingly, the Courier hereby confirms and represents that no employer-employee, agency, partnership or joint venture relationship exists or will exist between the Courier and Yango, and neither Party shall have any right, power or authority to assume, create or incur any expense, liability or obligation, express or implied, on behalf of the other; the Consideration is significantly greater than the compensation the Courier would have received had an employer-employee relationship existed between the parties; in the event that a duly authorized legal body or other authorised forum orders Yango to grant the Courier the rights and privileges of an employee for the Delivery Services or any other services rendered in accordance with the Agreement (“Court Order”), the Consideration will be reduced to the minimum hourly wage for each hour of provision of Delivery Services, and the Courier shall indemnify Yango for any and all costs, liabilities and expenses the Courier may have in connection with such demands and(or) obligation, including the economic value of such right and legal expenses.

9.2. As an independent contractor, You shall make any compulsory payments, including opening and maintaining a provident fund and making the necessary monthly contributions thereto, and also pay all taxes and any amounts due to the National Insurance Institute, all at your own expense, without the additional liability of Yango.

10. PERSONAL DATA PROCESSING

10.1. In Clause ‎10 hereof, the following capitalized words and expressions shall have the following meanings:

10.1.1. Data Protection Laws shall mean the PPL, Data Security Regulations, and other regulations promulgated pursuant thereto, and the applicable guidelines issued by the Privacy Protection Authority as periodically amended, replaced or superseded.

10.1.2. Data Security Regulations shall mean the Privacy Protection Regulations (Data Security), 2017.

10.1.3. ‘Courier’s Personal Details’ shall mean any Personal Details provided by the Courier, directly or indirectly, or otherwise collected by Yango or any sub-processor on its behalf in relation to the Courier, in connection with the Agreement.

10.1.4. ‘Personal Details’ means personal data, as defined in the PPL.

10.1.5. ‘PPL’ shall mean Protection of Privacy Law, 5741 – 1981.

10.1.6. ‘User’s Personal Details’ shall mean any Personal Details collected through the Platform or otherwise collected by Yango or any sub-processor on its behalf in relation to the User.

10.2. Courier’s Personal Details. It is hereby clarified that Courier's Personal Details constitute Yango's Confidential Information. Courier’s Personal Details will be maintained by Yango in its registered database, and used for Yango's business purposes and interests. The Courier hereby grants Yango its consent to transfer and use such Personal Details for Yango's business purposes and interests (not necessarily in connection with Yango's engagement with the Courier), to maintain the Courier’s Personal Details in databases abroad (in countries which provide a level of protection which may be lower than the level provided under Israeli law) and to employ sub-processors to process such Courier’s Personal Details. The Courier’s Personal Details is subject to Yango’s privacy policy available at https://yandex.com/legal/confidential.

10.3. User’s Personal Details.

10.3.1. The Courier acknowledges that as part of the Delivery Services under the Agreement, it shall collect or otherwise process User’s Personal Details through the Platform. It is hereby clarified that User's Personal Details constitute Yango's Confidential Information.

10.3.2. The Courier shall be responsible in relation to User’s Personal Details to:

10.3.2.1. process User’s Personal Details only for the purpose of performing its obligations under the Agreement;

10.3.2.2. comply in all respects with all applicable Data Protection Laws;

10.3.2.3. assist Yango with responding to requests for exercising Users’ rights under Data Protection Laws;

10.3.2.4. protect User’s Personal Details in its possession against any accidental or unlawful destruction, loss, alteration, unauthorised or unlawful disclosure or access (collectively “Data Breach”), and against any other forms of the unlawful or unauthorised use or processing;

10.3.2.5. notify Yango without undue delay after becoming aware of a Data Breach, including all relevant available information required to enable Yango to comply with its reporting and other obligations under Data Protection Laws;

10.3.2.6. cooperate with Yango in connection with the investigation, mitigation and remediation of any Data Breach, and take all reasonably necessary corrective actions;

10.3.2.7. at Yango's discretion, delete or return to Yango all User’s Personal Details in its possession upon termination of the Agreement; and

10.3.2.8. make available to Yango or any auditor mandated by Yango all information necessary to demonstrate compliance with its obligations in this Section of the Agreement ‎and the Data Protection Laws.

10.3.3. The Courier shall maintain documentation regarding compliance with the requirements of Clause ‎‎10‎ hereof, including without limitation investigation of any complaints or investigation of possible breaches of Clause ‎‎10 hereof, which shall be provided to Yango upon request.

10.3.4. The Courier shall provide Yango with all the information reasonably required to verify compliance with the provisions of this Section ‎‎10‎ of the Agreement and applicable Data Protection Laws, and any information that Yango may request in order to meet its obligations under the Data Protection Laws.

The Courier shall not, in any manner, collect, process, or use any User’s Personal Details for any unauthorised or illegal purpose or in an illegal manner.

11. CONFIDENTIALITY

11.1. The Courier shall keep confidential the provisions of the Agreement and all materials and information received from Yango and the Platform, including Users’ details and their orders, addresses and other personal information, and not use the confidential information for any purpose other than the performance of Delivery Services under the Agreement. The rights and obligations under this Section will survive the termination of the Agreement.

12. INDEMNIFICATION

12.1. The Courier shall indemnify and hold harmless Yango, its affiliates, employees, directors, officers, and agents for any liability, damage, losses, and expenses, which, directly or indirectly, result from, relate to, or are connected with (without limitation): (i) provision of the Delivery Services; (ii) the intentional, negligent, or innocent non-performance or improper performance of any of its duties under the Agreement or applicable laws; (iii) any damage of any sort, whether direct, indirect, special or consequential, the Courier may cause to any third party which relates to the provision of the Delivery Services by the Courier (iv) the Courier's violation of any third party intellectual property rights, privacy rights or other rights.

13. INTELLECTUAL PROPERTY RIGHTS

13.1. All intellectual property rights including inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs whether or not registered and(or) capable of being registered (collectively, “Intellectual Property”), are owned by Yango and(or) third parties on its behalf and(or) third parties granting Yango use of the Intellectual Property, and are subject to copyright and other applicable intellectual property rights under Israeli laws, non-domestic laws and international conventions. You may not copy, distribute, display, execute publicly, make available to the public, emulate, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use of, sell, rent, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to Yango’s proprietary rights, including its Intellectual Property, either by yourself or by anyone on your behalf, in any way or by any means, unless expressly permitted in the Agreement.

14. AGREEMENT AMENDMENTS

14.1. Yango may make any changes to the Agreement at any time, at its sole discretion. Yango shall send advance notification of any material changes to the Agreement via email and(or) the Platform at least 15 (fifteen) calendar days prior to the time such changes take effect. No other changes shall require notification. Changes to the Agreement arising from any change in the provisions of any law shall come into effect in accordance with the provisions of the law, without the need for any advance notification.

14.2. If you do not agree to any changes made to the Agreement, you must refrain from continuing to provide Delivery Services or any other services to Yango.

14.3. If you continue to provide Delivery Services or any other services to Yango and(or) to receive services from it, after any said changes, you shall be deemed to have accepted the new version of the Agreement.

15. MISCELLANIOUS

15.1. The preamble and annexes to the Agreement constitute an integral and indivisible part hereof. In the Agreement, words importing the masculine gender shall include the feminine gender.

15.2. The laws of Israel shall apply to the Agreement and the exclusive place of jurisdiction in any matter arising out of or in connection with the Agreement shall be the competent courts of Tel Aviv.

15.3. No failure or delay of forbearance of either party in exercising any power or right hereunder shall in any way restrict or diminish such Party's rights and powers under the Agreement, or serve as a waiver of any breach or non-performance by either party of any terms of conditions hereof.

15.4. Unless expressly permitted in the Agreement, the Courier may not assign or delegate any of the Courier’s rights, duties or undertakings under the Agreement to any third party without the prior written consent of Yango, and any unauthorized assignment or delegation shall be null and void.

15.5. In the event it shall be determined under any applicable law that a certain provision set forth in the Agreement is invalid or unenforceable, the remaining provisions of the Agreement shall not be affected.

15.6. The Agreement and documents referenced herein constitute the entire understanding and agreement between the parties hereto, and supersede any and all prior discussions, agreements and correspondence with regard to the subject matter hereof.

Date of publication: 19.05.2021.

Previous version of the document: https://yandex.com/legal/courier_deli/27102020