Yango Deli (Yango) Delivery Service Agreement

The Delivery Service Agreement (the “Agreement”) shall regulate the relationship between the parties where you (the “you” or the “Courier”) provide Yango Deli Israel Ltd. (the “Yango”) with the services for the delivery of orders from stores operated by Yango to the Yango Deli application users (the “User”) in Israel as follows:

This Agreement is executed in electronic form, and its provisions shall be binding on the parties from the moment you agree with the terms thereof.

To ensure the possibility of providing the services, you will be given access to the Yango Deli platform, as well as to the Yango Pro application. By entering into the Agreement, you confirm that you have read and understood the Yango Privacy Policy (available at https://yandex.com/legal/confidential) and the Yango Pro License Agreement for Mobile Devices (available at https://yandex.com/legal/taxmeter_mobile_agreement).

In addition, you also agree to use the Yango Pro app to provide Yango delivery services in compliance with all applicable laws.

1. Description

Yango Deli is a chain of darkstores without entrance of the customers, where the food and consumer goods are sold through the Yango Deli platform (meaning the digital platform and/or Yango applications and/or related sites where the Yango Deli service and its use are available (the “Platform”), and delivery is carried out by a courier to the customer’s location address specified in the Yango Deli app. The Yango Deli app is operated by Yango Deli Israel Ltd., registration number 515926285, legal registered address: 148 Derech Menachem Begin Street, Tel Aviv.

2. Delivery Services

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

2.2. There shall be no obligation to provide the Delivery Services for a minimum or maximum number of hours per calendar month. The Courier will be given access to the platform through which he will be able to choose when he will be available to provide the Delivery Services in accordance with the terms set forth herein.

3. Courier Statement

As a Courier, you confirm, represent and undertake as follows:

3.1. In the relationship between Yango and you, you will act as an independent contractor, not an employee or representative of Yango. Accordingly, you confirm and acknowledge that no employment relationship exists or will exist between you and Yango, as between an employee and an employer, mission, partnership or joint venture;

3.2. You have the experience, skills, knowledge, licenses and permits necessary to provide the courier Delivery Services;

3.3. You are not aware of any impediment to the execution of this Agreement with Yango;

3.4. You are registered as a self-employed entrepreneur in the tax authorities and you have the status of an individual entrepreneur with the tax authorities, the VAT Collection Department and the National Insurance Institute, in addition, you can provide Yango with a tax invoice and/or a receipt for each payment made to you from Yango.

3.5. You shall be solely responsible for all tax liabilities that will apply exclusively to you in relation to: (1) any courier Delivery Services or other services provided by you through the Platform; (2) reporting and payment of tax liabilities in respect of any courier Delivery Services or other services; (3) issuing tax invoices and/or receipts in respect of the Delivery Services or other services provided by you.

4. Registration

4.1. To provide the courier Delivery Services you shall register as a Courier on the Platform.

4.2. Yango may approve or reject your registration request for any reason. If Yango approves your request to register as a courier, within a certain period of time you will receive a username and password to access the Platform, as well as instructions for the Platform use.

4.3. The Courier shall not transfer the login and password from the Platform to any other person, and he will be solely responsible for protecting and maintaining the confidentiality of the registration data.

4.4. If your access to the Platform and/or User orders is terminated or suspended, Yango will not allow you to re-register as a courier under a different username.

4.5. At your own expense, you will purchase and maintain all technical means (including smartphones and/or tablets with a power source, Internet access of any type, etc.) necessary to access and use the Platform, and Yango will never be required to provide you with any technical or other means and will not pay you any compensation for the purchase thereof.

5. Requirements for Deliveries

5.1. You are aware that in order to provide the courier Delivery Services, you will need to install the Yango Pro application (the “App”) on your smartphone or tablet and log in to the App using your username and password.

5.2. Through the App, Yango will send you a list of dates when Yango requires the provision of courier Delivery Services (the slot(s)), and stores where the Delivery Services are required. You will be able to choose the slot(s) and stores according to your preferences.

5.3. By choosing a slot and a store, you undertake to provide the courier Delivery Service during the selected slot and arrive at the selected store at the beginning of the slot, subject to the provisions of Clause 5.7.

5.4. Upon arrival at the beginning of the slot, you will need to activate the slot, while being at a distance of no more than 100 m from the store.

5.5. The number of deliveries during the slot will depend on the demand and use of Yango Deli services by users. Yango does not guarantee that it will provide you with any specific number of orders during the slot.

5.6. The Courier shall provide the Delivery Services using a two-wheeler. With the exception of the equipment (as defined below), the courier will be responsible for receiving the equipment necessary to provide the courier Delivery Services, as well as for fulfilling the conditions and paying in full the costs associated with performing such services (for example, licensing, fuel costs, insurance, maintenance and applicable taxes).

5.7. You hereby agree and confirm awareness of the fact that video is being recorded in stores and you may be photographed during your stay in the store.

5.8. You hereby agree and confirm your awareness that the quality of the courier Delivery Services provided by you will always comply with the Yango Deli Delivery Quality Standard set out in Appendix A.

5.9. You will not be entitled to receive full or partial payment for the delivery of any order in the event of the following circumstances:

  • · the delivery was not carried out on the expected delivery date, according to the information provided to you on the Platform;
  • · the Delivery Services you have provided do not meet the Yango Deli Delivery Quality Standard;
  • · Yango has received a well-founded complaint from a Yango Deli user regarding the Delivery Services.

The actual withholding rates, as well as specific data on the above circumstances and other conditions for withholdings from the payment due to you are set out in the Payment Policy, which is available at: https://yandex.com/legal/payment_policy. Yango may amend these terms and conditions at any time without prior notice by posting updated payment terms on its website at the above link.

You may contact Yango via the Yango Deli chat to provide your explanations regarding the circumstances that led to the non-payment of the fee or in the event of any dispute on this matter.

5.10. Yango will give the courier special branded equipment: a thermal bag, a T-shirt and accessories or other devices (hereinafter referred to as the Equipment) in exchange for a deposit of 300 shekels (the “Deposit Fee”), which will be withheld from the first payment. You will use the received Equipment solely for the purpose of providing the courier Delivery Services.

You undertake to return all the Equipment received by you in case of termination of cooperation, according to the terms of the Agreement or in any case of non-provision of the Delivery Services for a period exceeding 30 days.

5.11. The Deposit will be refunded to the Courier when the Courier returns the Equipment to Yango, within 10 calendar days from the expiration of the Agreement and only after the Courier returns the Equipment to Yango. If the Equipment has not been returned by the Courier for any reason or when the returned Equipment is damaged (without taking into account the permissible degree of wear and tear), the amount of the earlier paid Deposit shall be withheld from the Courier.

5.12. You are prohibited in any way and for any purpose to use information about orders, users and their addresses, products delivered to them, or any other information that has become available to you in connection with the provision of the services under the executed Agreement, except for the purposes of performing the courier Delivery Services under the Agreement.

6. Platform

6.1. You hereby agree and confirm that the Platform shall be the only way to provide the Delivery Services for Yango.

6.2. The Platform shall be provided “as is”, in accordance with the terms of the license agreement available at: https://yandex.com/legal/taximeter_mobile_agreement/#index__israel_ru.

Yango and its affiliates disclaim all liability, obligations and conditions of any kind, written or oral, express or implied, inter alia, with respect to marketability, fitness for a purpose or specific use, ownership, performance, security or non-infringement of third-party rights. In addition, Yango disclaims any liability with respect to compliance obligations, which shall be the sole responsibility of the Courier.

6.3. Yango will make all reasonable efforts to ensure the smooth operation of the Yango Pro Platform and/or App. However, Yango does not guarantee the following: (1) that the operation of the Yango Pro Platform and/or App will be smooth, without failures, defects and/or errors; (2) that the Yango Pro Platform and/or App will be insensitive to hacking or hacker attacks; (3) that there will be no interruptions or failures in the use of the Platform and/or the Yango Pro App and/or other information and data.

6.4. The Courier will not perform any of the following: (1) use any other person’s account on the Platform or fake identity documents to create an account or register on the Platform; (2) copy or modify information stored on the Platform; (3) modify, edit, translate, decrypt or restore the Platform on the programming language, decompile, reverse engineer, decrypt it in any other way or create any derivatives based on it.

7. Payment

7.1. For the provision of the courier Delivery Services, the Courier shall be entitled to receive payment including VAT in accordance with the terms of payment for the Delivery Services provided, pursuant to the provisions of Appendices B.

7.2. The Courier shall be entitled to payment for each hour of work and each successfully completed order delivery, in accordance with the provisions of Appendix B. Payment will be made in accordance with the provisions of the Agreement and in compliance with the Yango Deli Courier Delivery Standard. This means that Yango will make the payment according to the working hours of the Courier registered exclusively through the Yango Pro App.

7.3. As a condition of providing the courier Delivery Services and receiving remuneration, the Courier shall join the digital invoicing services of Caseis Ltd. with the signing of the Terms of Connection to Digital Invoicing Services available at: . The Courier gives permission to Caseis Ltd. (registration number 515285120), operating under the name EZcount (www.ezcount.co.il), to issue tax invoices on his behalf for all amounts of the fee he received from Yango. Yango is not and will not be responsible for the activities of Caseis Ltd.

7.4. Payment of the fee to the Courier shall be made subject to the provision of a tax invoice and/or a duly executed receipt by the Courier to Yango. The Courier shall immediately notify the company of a change in his bank details to which the payment will be transferred. Otherwise, Yango will not be responsible for the timely transfer of the payment.

7.5. Payment under this Agreement shall be a remuneration to which the Courier will be entitled for the Delivery Services rendered by him. The remuneration will be paid monthly, but Yango shall be entitled to pay it more often. The remuneration will be transferred provided that the Courier reaches the amount of 200 shekels.

7.6. The courier shall be solely responsible for the payment of all taxes, fees, social contributions and other payments that are due from him in accordance with the legislation applicable in connection with the executed Agreement.

Yango will deduct from all payments due and paid to the Courier under this Agreement the necessary taxes and other related expenses that are deductible from income and for which Yango will be responsible in accordance with the applicable law or on the basis of a certificate from the tax authority that will be provided by the Courier.

7.7. The Courier shall verify the payment amount within a reasonable time from the date of receiving the payment. No complaints or claims as to the received payment shall be accepted upon the lapse of two months from the date of such payment.

8. Agreement Term and Termination

8.1. Each Party may terminate the Agreement unilaterally by a prior notice to the other Party on its intention sent at least 14 days in advance.

8.2. Notwithstanding the above provisions, Yango may unilaterally terminate the Agreement with the immediate effect without prior notice to the Courier upon the occurrence of any of the following circumstances: (1) if any misconduct is suspected on the part of the Courier; (2) the Courier does not have the necessary licenses and permits required to provide the courier services in accordance with the terms hereof, or the Courier has not been registered as a self-employed or individual entrepreneur; (3) the Courier has received negative feedback from customers and/or any other employee of Yango; (4) if the Courier was registered, but did not show up for a shift without a valid reason; (5) in case of any material violation of the obligations imposed on the Courier hereunder; (6) in case of a violation of the labor discipline, according to the provisions of Appendix A.

9. Independent Contractor

9.1. The Parties hereto agree that the Courier will act (and be deemed for all intents and purposes) as an independent contractor of Yango, and not as its employee or agent. Thus, the Contractor hereby agrees and acknowledges that there is no and will be no employment relationship between the Courier and Yango, as between an employee and an employer, a mission, partnership or a joint venture, and neither Party will have any rights or authority to accept, create or waive any costs, liability or obligations (direct or indirect) on behalf of the other Party; the remuneration payable to the Courier significantly exceeds the amount of remuneration that he could receive in the event of an employment relationship between him and Yango; if another legal entity orders Yango to grant the courier the rights and privileges of an employee when performing the courier Delivery Services provided in accordance with this Agreement (a court order), the amount of the Courier’s remuneration will be reduced to the minimum hourly wage for each hour of the Delivery Service, and the Courier will reimburse Yango for any costs, obligations and payments incurred by Yango in connection with any such claim or obligation, including the economic cost of its right and legal costs.

9.2. As an independent contractor, you shall make all mandatory payments, including contributions for the opening and maintenance of the reserve fund, the necessary deductions for such reserve fund, as well as pay all necessary taxes and amounts to the National Insurance Institute and bear all other statutory expenditures at your sole expense, without imposing additional obligations on Yango.

10. Personal Data Processing

10.1. In Section 10, the below words and terms shall have the following meaning:

10.1.1.Personal Data Protection Act shall mean the Personal Data Act, Personal Data Regulations (as defined below) and other relevant legislative acts, as well as guidelines published by the Office for Personal Data Protection, with any modifications, amendments, and restatements made to the applicable legislation;

10.1.2.Personal Data Protection Regulations shall mean the 2017 Personal Data Protection (Information Security) Regulations;

10.1.3.Courier’s Personal Data shall mean all personal data directly or indirectly transmitted by the Courier or otherwise received by Yango, or collected by any person additionally engaged by the latter, in accordance with the provisions hereof;

10.1.4.Personal Data shall mean personal data, as defined in the context of the Personal Data Protection Act;

10.1.5.Personal Data Protection Act shall mean the 1981 Personal Data Protection Act;

10.1.6.Courier’s Personal Data shall mean any personal information collected through the Platform or otherwise collected by Yango or any person acting on its behalf in relation to the Courier.

10.2. Courier’s Personal Data. It is explicitly noted that the Courier’s Personal Data shall constitute confidential information of Yango. The Courier’s Personal Data will be stored by Yango in a registered database and will be used exclusively to achieve Yango’s business goals and interests. The Courier hereby gives Yango his consent to the transfer of his personal data and to the use thereof for the purposes of Yango’s business interests (not necessarily within the framework of Yango’s interaction with the Courier), to the storage of his personal data in databases abroad (in countries that provide a level of personal data protection that may be lower than the level of protection provided by the legislation of the State of Israel), and to the execution of a contract with sub-processors for the purpose of processing the Courier’s Personal Data.

The Courier’s Personal Data shall be governed by the Yango Privacy Policy available at: https://yandex.com/legal/confidential.

10.3. User’s Personal Data.

10.3.1.The Courier hereby acknowledges that as part of the provision of the courier Delivery Services, according to the terms hereof, he will collect or otherwise process the user’s personal data through the Platform. It is explicitly stated that the user’s personal data shall constitute confidential information of Yango.

10.3.2.The Courier will be responsible for the user’s personal data, namely: process the user’s personal data solely for the purpose of fulfilling his obligations hereunder; comply with the provisions of all applicable personal data protection laws; assist Yango in fulfilling the requirements for the exercise of user rights in accordance with the Personal Data Protection Act; protect the personal data of users received by it from any distortion, loss or alteration, unauthorized or illegal transfer or access, both unintentional and intentional (Information Security Breach), as well as from any other illegal use or processing in any other way without obtaining the relevant permission; if he becomes aware of any violation of information security, he undertakes to immediately notify Yango by transmitting any relevant information available to him, necessary for Yango to fulfill its reporting and liability obligations in accordance with the Personal Data Protection Act; Assist Yango in conducting an investigation of any information security breach, reducing and correcting the available information, as well as perform any reasonable remedial actions; At the discretion of Yango, delete or return to Yango all personal data of users upon termination of the Agreement; Provide Yango or any auditor authorized by it for this purpose with all the information necessary to confirm compliance with its obligations in accordance with the provisions of this Section of the Agreement and the Personal Data Protection Act.

10.3.3.The Courier shall keep records of compliance with the requirements of Section 10 hereof, and, in particular, consider any complaints or suspicions of breaches regarding Section 10 hereof, and at the request of Yango provide the specified documentation.

10.3.4.The Courier shall provide Yango with all the information necessary to ensure compliance with the provisions of Section 10 and applicable personal data privacy laws, as well as any information that Yango may need to fulfill its obligations under personal data privacy laws.

The Courier shall not collect or process any Users’ personal data, nor will it use the same for any unauthorized or illegal purposes.

11. Confidentiality

The Courier undertakes to respect the confidentiality of the Agreement provisions and all materials and information received from Yango and the Platform, including users’ personal data and orders, addresses and other personal information. The Courier shall not use confidential information for any purpose other than to provide the courier services hereunder. The rights and obligations under this Section shall remain in force even after the Agreement termination.

12. Indemnification

The Courier shall indemnify Yango and its affiliates, employees and agents, as well as its managers and officials against any liability for any damage, compensation or expenses arising, directly or indirectly, in connection with: (1) the provision of the courier Delivery Services; (2) improper performance or non-performance, intentional, unintentional or negligent of any obligation imposed on him, according to the terms hereof or the applicable legislation; (3) damages of any kind, direct, indirect or special, caused by the Courier to any third party in connection with the provision of the courier Delivery Services; (4) for violation by the Courier of intellectual property rights, private rights or other rights of any third party.

13. Intellectual Property Rights

All intellectual property rights, as well as inventions, patents and patent applications, trademarks, brand names, logos, copyrighted materials, including graphic materials, texts, images, designs or design developments, whether registered or not, and/or which may be registered (hereinafter collectively referred to as the Intellectual Property) owned by Yango and/or third parties acting on its behalf and/or third parties having granted Yango the right to use the Intellectual Property, which is subject to copyright and other intellectual property rights applicable in accordance with the laws of the State of Israel, foreign law and international treaties. You are prohibited from copying, distributing, displaying, making public, publishing, imitating, making available for reading to any person, processing, selling, leasing, lending, integrating with other software, translating or modifying any materials that fall under the scope of Yango Intellectual Property Rights. It shall be prohibited to compile, decompile, recreate the programming language, as well as commercial use, sublicense or create derivative versions of works based on information that constitutes the Intellectual Property of Yango, while acting both independently and through any other person, unless this is directly permitted by the terms hereof.

14. Agreement Amendment

14.1. Yango shall be entitled to amend the Agreement at any time at its sole discretion. Yango shall notify the Courier of any material amendments to the Agreement in advance by e-mail and/or via the Platform and/or other digital means of communication at least 15 calendar days prior to the effective date of any amendment. No prior notice shall be required for other amendments. Amendments to the Agreement terms resulting from any changes in the applicable legislation shall enter into force in accordance with the provisions of the law without the need for additional prior notification of the Courier.

14.2. If you disagree with any changes to the Agreement terms, you shall refrain from any further provision of the courier Delivery Services or any other services provided by Yango.

14.3. If you continue to provide the Courier Delivery Services or any other services provided by Yango and/or receive services from Yango after the entry into force of the accepted amendments, this will be regarded as your consent to the updated version of the Agreement.

15. Other provisions

15.1. The preamble and Appendices to the Agreement shall be an integral part thereof. Whenever required by the context hereof, the terms conveying the masculine gender shall include the feminine.

15.2. The provisions of this Agreement are drawn up in the masculine gender solely for convenience and shall be equally applicable to the feminine gender.

15.3. The provisions of the law of the State of Israel shall be applicable to the provisions of this Agreement, and the courts of the City of Tel Aviv shall have exclusive jurisdiction to resolve any disputes arising from or related to the Agreement.

15.4. The non-exercise or exercise by any of the Parties of its rights or powers under the Agreement, as well as any waiver thereof, shall not deprive or restrict the rights and powers of this Party under the Agreement and shall not be regarded as a waiver of its legal rights in case of violation or non-performance by any of the Parties of its obligations, according to the terms hereof.

15.5. Unless this is directly permitted by the terms hereof, the Courier shall not be authorized to transfer or delegate the rights, obligations or duties assigned to him under the Agreement to any third party, without obtaining the prior written consent of Yango. Any unauthorized delegation of rights shall be deemed invalid. Yango shall be authorized to assign or delegate any of its rights, obligations or duties under any agreement or contract to any third party without obtaining the prior consent of the Courier.

15.6. If, on the basis of legislative acts that may be further adopted, any specific provisions of this Agreement become invalid or unenforceable, the remaining provisions hereof will not be affected.

15.7. This Agreement and the documents mentioned in its context shall be a confirmation of a full understanding of their meaning and the agreements reached between the Parties. The provisions of these documents shall take precedence over any negotiations, agreements and correspondence conducted in relation to the discussion of the subject matter hereof.

Date of publication: 16.06.2022.

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