General Terms and Conditions

QCommerce General Terms and Conditions

 Last updated on June 2025

By means of these general terms and conditions of use and legal information (hereinafter, the “Terms and Conditions for Partners”), Glovoapp 23, S.A. (hereinafter, “GLOVO”) makes the website, with the domain www.glovoapp.com, and the Glovo mobile app (hereinafter, jointly, the APP) available to Partners (hereinafter, the “PARTNER” or the “PARTNERS”). These General Terms and Conditions for Partners apply to each PARTNER’s use of the Platform as well as to all its related sites or sites linked to by GLOVO from www.glovoapp.com (hereinafter, collectively, the “site”). The site belongs to GLOVO. By using the site, you agree to these terms and conditions of use. If you do not agree, please refrain from using it.

For the purposes of these Terms and Conditions for Partners, the following capitalised terms shall have the meanings given to them below:

• Marketplace Services: Technology intermediation for the purpose of making available the products and/or services offered by the PARTNER through the GLOVO APP and their delivery to GLOVO APP users through its own fleet of couriers in the territory where GLOVO is present. Creation of the store profile in the APP, visibility to the millions of users of the APP, sales generation, payment gateway, access to sales reporting and the PARTNER’s operational data, facilitation of business growth.
• MANDATARY Intermediation Services: Technology intermediation for the purpose of making the products and/or services offered by the PARTNER available through the GLOVO APP and delivering them to GLOVO APP users through the independent couriers and/or independent companies who provide their services through the GLOVO APP (“MANDATARY” or “MANDATARIES”).

1. OBJECT

1.1. The common aim of these Terms and Conditions for Partners is to make the products and/or services offered by the PARTNER available through the APP. Through the APP, GLOVO: (a) facilitates the creation of the store profile in the APP (b) provides technology intermediation in the generation of leads and processing of payments and other services relating to in-store sales and the delivery of products throughout the MANDATARIES; and (c) handles incidents arising in relation to orders. The PARTNER shall be the physical “retailer”, “supplier” or “seller” of all the products and, in the case of Marketplace Services, it shall also be in charge of the delivery services relating to such products. The PARTNER may have various establishments or stores (hereinafter, the “AFFILIATES”), whose details must be provided to GLOVO in advance in order for them to be activated and enabled on the APP. In addition, the PARTNER may have franchisees who, in order to comply with these Terms and Conditions for Partners, must sign the “Franchisee Accession Form” provided in Annex I.

1.2. In relation to PARTNERS who only use the Marketplace Services, GLOVO: 

• Will not be responsible in any event for the delivery services provided by the PARTNER with its own fleet of couriers, or for the cost of training, insurance, equipment, contracts, labour or tax obligations or any other responsibility of any kind that may be related to, or that may arise from, such fleet, and all such responsibility shall be fully assumed by the PARTNER. 
• Will act as a payment collection agent appointed by the PARTNER, for the sole purpose of accepting payments on the PARTNER’s behalf through the payment processing feature provided on the APP by an external provider. The PARTNER agrees that payments made to GLOVO (or to an affiliate of GLOVO acting as GLOVO’s agent) shall be considered equivalent to payments made directly to the PARTNER. May appoint the PARTNER as a payment collection agent of the Service Fee (as defined below) directly charged by Glovo to Users in those territories where cash is accepted. 

1.3. In relation to PARTNERS who use the Intermediation Services for MANDATARIES, GLOVO shall, through the APP:

• Allow companies such as the PARTNER to connect with MANDATARIES (as described in the GLOVO APP General Terms of Use). It may choose to pay the price of the products in cash at the PARTNER’s store through the MANDATARIES that collect the products. This must be reflected in the relevant invoices and will have no impact on the calculation of the payment for the use of the APP described in Clause 3.1 below.

Each party shall be responsible only for its own employees in connection with the performance of these Terms and Conditions for Partners and with the fulfilment of its own obligations hereunder. 

The relationship arising from these Terms and Conditions for Partners is strictly a business relationship between independent parties, who agree to present themselves to the market as independent operators at all times, avoiding any confusion between the services provided by each of them. Both Parties agree to work together in good faith on certain collaboration-based projects.

2. TERM AND DURATION OF THE TERMS AND CONDITIONS

2.1.  The PARTNER undertakes to keep its profile enabled on the APP during the hours stated to GLOVO for TWENTY-FOUR (24) months (“Initial Period”) from the date of acceptance of these Terms and Conditions for Partners, which shall be extended indefinitely for successive periods of the same length.

2.2.  If either party wishes to terminate the relationship, it must give the other party at least SIXTY (60) days’ written notice of termination. If the PARTNER fails to give the above-mentioned amount of notice, GLOVO shall charge the PARTNER an additional TEN PERCENT (10%) of the total amount of the transactions carried out through the APP for the last THREE (3) MONTHS, and it reserves the right to disable the PARTNER’s profile on the website made available by GLOVO (“Vendor or Manager Portal”).

Similarly, breach of any of the obligations set forth in these Terms and Conditions for Partners shall constitute grounds for termination of the relationship unless such breach is rectified within FIFTEEN (15) days following the notification of such breach by the affected non-breaching party, and non-payment by the PARTNER, for two consecutive months, of the fees accrued in GLOVO’s favour pursuant to these Terms and Conditions for Partners shall also constitute grounds for termination of the relationship. GLOVO also reserves the right to restrict, suspend, delete, at any time and for an indefinite period, the PARTNER's products and/or services, and or PARTNERS’ profile on the APP. GLOVO will communicate said decision to the PARTNER fifteen (15) days prior to the final deletion of its profile, together with an explanation of the facts and circumstances that justify it. Unless it obeys to a legal or regulatory obligation applicable to GLOVO, as well as by the PARTNER's repeated breach of these "Terms and Conditions", GLOVO shall not be obliged to respect the aforementioned notice.

2.3. If GLOVO wishes to amend/remove a clause or include an additional clause, it must inform the PARTNER in writing by e-mail or through the WebApp or Manager Portal of the amendment at least FIFTEEN (15) calendar days before the date on which it wishes the amendment/removal/inclusion to be included. In the case that the said period expires without the PARTNER having expressed its opposition, the content of the notified modification / deletion / inclusion will be binding on both parties and will remain in force for the duration of the relationship. The continued access or use of the APP by the PARTNER after the entry into force of the modification / deletion / inclusion will be considered as acceptance of the same by the PARTNER.

3. FINANCIAL CONDITIONS

3.1. Payment for the use of the APP and for part of the delivery service provided by the MANDATARIES, if such service has been agreed by the Parties, shall be calculated based on the agreed percentage (%) + VAT (if applicable), based on the gross sales (products/services + applicable taxes) of products and/or services obtained by the PARTNER as a result of its visibility on the GLOVO APP (hereinafter, the “Contracted Services Fee”). The Parties declare that the percentage for the calculation of the Contracted Services Fee has been freely agreed, on good faith and taking into consideration the conditions and needs of both Parties. 

In addition, if applicable, the PARTNER shall pay the price for the delivery and cash collection services provided by the MANDATARY. In such a case, the PARTNER shall be invoiced for such services directly by the MANDATARY or, in case of express agreement of the Parties, re-invoiced by GLOVO.

The Contracted Services Fee for Marketplace Services shall be calculated: (i) deducting the GLOVO’s own offers; (ii) without deducting customer refunds; and (iii) regardless of whether they are successfully delivered.

In addition, GLOVO will charge the PARTNER a Payment Processing Fee for the service provided by GLOVO of processing payments on behalf of the PARTNER through the corresponding payment processing feature (hereinafter, the “Payment Processing Fee”). The Payment Processing Fee shall be calculated as a percentage of up to 1.5 % + VAT, based on the amounts processed by GLOVO when paid by the users for the products and/or services offered by the PARTNER in the APP. 

The PARTNER acknowledges that GLOVO charges users a Service Fee for the use of the Platform in order to continuously improve GLOVO’s overall services, providing them with a wider selection of vendors and continuously improving users’ experience, among others (hereinafter, the “Service Fee”). 

In relation to the above, and for PARTNERS who use Marketplace Services only, in those territories where cash is accepted, the PARTNER agrees that the amount of cash collected by the PARTNER's own fleet of couriers related to the Service Fee, while using the Platform, will be added to the Contracted Services Fee that the PARTNER pays for the use of said Marketplace Services. Both amounts will be paid to GLOVO.

3.2. The PARTNER: a) designates GLOVO as its payment collection agent for the sole purpose of accepting payments on the PARTNER’s behalf through the payment processing feature provided by a third-party provider on the APP; and b) agrees that payment to GLOVO (or to an affiliate of GLOVO acting as the latter’s agent) shall be considered equivalent to payment made directly to the PARTNER. Under no circumstances will GLOVO act as an intermediary, or be responsible, for any transactions paid in cash.

3.3. The gross sales of the products and/or services offered by the PARTNER and paid in cash shall be paid by the PARTNER to GLOVO within SEVEN (7) calendar days immediately after their accrual. Delay in payment shall give rise to a penalty equivalent to the legal interest rate applicable to the territory at the time of the breach of contract. 

3.4. GLOVO reserves the right to offset, charge or recover directly from the balances held by GLOVO in the PARTNER’s name all those amounts owed to it by the PARTNER that have not been paid within THIRTY (30) calendar days from their date of accrual. 

3.5. GLOVO shall pay the PARTNER for all the sales generated through the APP, minus the Contracted Services Fee and any amounts owed by the PARTNER either directly or indirectly in connection with the use of the APP (hereinafter, the “Amount Payable”) as provided below: i) For the total amount of sales generated minus refunds or any other penalties, from the 1st to the 15th of each month inclusive, GLOVO shall pay the Amount Payable within a maximum of three (3) business days from the 5th of the following month; and ii) For the total amount of sales generated minus refunds from the 16th to the last day of the month inclusive, GLOVO shall pay the Amount Payable within a maximum of three (3) business days from the 20th of the following month.

However, in the event that the PARTNER wishes to receive the payments from the sales generated through the APP (minus the Contracted Services Fee, refunds, penalties and pending invoices) ahead of the standard payment (hereinafter “Advanced Payout”), the PARTNER acknowledges and accepts that it will be charged with a payment fee (“Payment Fee”), determined in the Manager Portal, prior to its acceptance. This Payment Fee is applied on top of the Contracted Services Fee already agreed. At any time the PARTNER may unsubscribe from the Advanced Payout directly from the Vendor or Manager Portal. The PARTNER acknowledges that if GLOVO considers that there is a risk of fraud (i.e. creation of fake orders) it may deactivate the Advanced Payout to the PARTNER without prior notice. The PARTNER acknowledges that it will not receive the Advanced Payout if it is in a negative balance (pending invoices towards GLOVO).

3.6. GLOVO may charge the PARTNER a fee (“Prime Order Fee”) in order to give access to a dedicated group of users who demonstrate a high demand and order frequency through GLOVO APP and to conduct specific promotions for those users (“Prime Users”).

Prime Order Fee is a fixed amount up to 1,200UGX per order charged to the PARTNER. This Prime Order Fee will be clearly detailed and reflected in the final invoice according to clause 3.5 of the Terms and Conditions for Partners. By processing and fulfilling orders placed by Prime Users, the PARTNER agrees to the application of this Prime Order Fee.

GLOVO reserves the right to review and adjust the Prime Order Fee with prior notification to the PARTNER in accordance with the amendment provisions outlined in these Terms and Conditions for Partners.

3.7. GLOVO may charge with an Activation Fee the PARTNER and each of its AFFILIATES the applicable amount of 270,000UGX plus VAT (if applicable) for registering it on the APP. This amount shall be charged in the first invoice issued by it or, if the said sum is not charged in the first invoice, in the following ones until the said amount is charged. In addition, and only where so agreed between the Parties, the PARTNER shall pay GLOVO a monthly amount up to 23,000UGX (hereinafter, the “Platform Fee”), which shall be deducted on a fortnightly basis from the total sales made through the APP, in accordance with the same payment process as that described in Clause 3.4. In the event that the Consumer Price Index (CPI) registers a positive change, GLOVO reserves the right to adjust it in accordance with the CPI rate. These fees may vary from time to time. In the event that a SIM card is provided to the PARTNER, an additional monthly amount of up to 14,500UGX per store will be applied in the Platform Fee. 

3.8. The “Device" may refer to Devices (with or without printer) supplied by GLOVO, or the phone or tablet provided by GLOVO. The PARTNER agrees that GLOVO retains the complete ownership over the Device(s) supplied to the PARTNER by GLOVO, throughout the validity of this Agreement and after its termination;

GLOVO reserves the full right to provide, upgrade, change, replace or take back the Device, or other transmission equipment or software, at any time at the sole discretion of GLOVO;

In any event, once the business relationship between the PARTNER and GLOVO has come to an end, the PARTNER will be required to return the device in perfect condition – subject to normal wear and tear arising from a normal and responsible use of the material – within a maximum of FIFTEEN (15) calendar days from the end of the collaboration. GLOVO shall get in contact with the PARTNER to coordinate the device collection. In the event that the PARTNER does not return the device upon GLOVO’s requirement, the PARTNER shall assume a 846,200UGX penalty. The same penalty shall apply in case of loss or misuse of the Device.

In the event that the PARTNER purchases the device from GLOVO, the PARTNER becomes the owner of the device and the above penalty and its return won’t be applicable.

4. THE PARTNER’S OBLIGATIONS 

4.1 The PARTNER shall be subject to the following obligations: 

1. To provide GLOVO and include in the Manager Portal all necessary information, for each of its products and/or services in the form requested by GLOVO and their allergy information. The PARTNER undertakes to be solely responsible for providing this information to GLOVO Users and to release GLOVO from any liability that may be incurred by it in respect of any injuries or damage. In any event, the descriptions of such products and/or services appearing on the APP shall always be strictly in accordance with the information provided by the PARTNER. Any discrepancies between the description appearing on the APP and the product and/or service actually offered at the PARTNER’s establishment (such as, for example but without limitation, a difference between the price stated on the APP and the price offered in store) shall be the PARTNER’s responsibility, and the latter must therefore bear any additional cost that may arise therefrom.
2. To maintain the necessary authorizations and licences to its obligations under these Terms and Conditions for Partners.
3. Partner acknowledges and agrees that in order to be activated on the APP, they must maintain a minimum of 100% of the total photos and descriptions and other required obligations (such as nutritional information) of its products on the menu. The PARTNER undertakes to complete the menu by adding accurate photos and descriptions and other required information of its products on GLOVO's Platform. GLOVO reserves the right to supplement PARTNER's menu in case that the PARTNER hasn't provided them beforehand. 
4. To prepare and supply the orders processed through the GLOVO APP solely and exclusively from its own kitchens or from those that may be made available to it by GLOVO in order to comply with its hygiene and public health obligations set forth in these Terms and Conditions for Partners, as well as to comply with the efficiency and logistics criteria agreed between the Parties. 
5. The PARTNER undertakes to diligently prepare the order, at its own risk and expense, within the timeframe suggested by GLOVO or selected by the PARTNER. In the event that the PARTNER fails to comply with the preparation times, for more than 10 minutes, the PARTNER shall have to assume a base charge of 1600 UGX and a per-minute charge of 160.0 UGX/min after the aforementioned time until the order is picked up by the MANDATARY. GLOVO reserves the right to change the minutes' threshold, but never below the indicated 10 minutes. 
6. In the event of incomplete, incorrect delivery or quality issue of any product and/or service for reasons attributable to the PARTNER, the PARTNER will be required to bear the full cost (including tax) corresponding to the price of the incomplete product and/or service plus tax per incomplete product and/or service and a penalty of up to 30% of the value of the products + VAT  (if applicable)(which will be charged in the next billing cycle)
7. In the event that the entire order is cancelled for a reason attributable to the PARTNER (e.g. among others, if his store is closed during the specified working hours, if he does not have the products necessary to fully fulfil the order or for any other reason that prevents the PARTNER from preparing the order), the PARTNER may be charged with a penalty of 10.000 UGX + VAT (if applicable) for each cancelled order (which will be charged in the next billing cycle).
8. For any of the previous complaints, the PARTNER may lodge a formal complaint in writing to GLOVO only within one (1) calendar month of becoming aware of any concern related to this clause. GLOVO shall acknowledge receipt of the complaint within ten (10) business days and undertake reasonable efforts to address and resolve the complaint in good faith.
9. To provide a Bank Certificate that guarantees the ownership of the IBAN code and to bear the costs that may arise from providing any false information in relation to such an account number. 
10. The PARTNER shall not facilitate the credentials to any third party not authorised by GLOVO. In the event that the PARTNER decides to contract with a third party integrator or integrated POS system, the PARTNER shall ensure that all operational features should be implemented and developed by the Integrator or the PARTNER.
11. GLOVO may offer and the PARTNER may accept to participate in promotions and actions aimed at fostering the positioning and visibility of the PARTNER in the APP. Those actions will be governed and subject to the conditions agreed between the Parties. GLOVO may also provide to the PARTNER, Marketing Services (Promotions, Advertising...), upon PARTNER request and in agreement with GLOVO Terms for that specific service in which GLOVO will deliver the PARTNER the Marketing Services requested. The Marketing Services shall be governed by its own Terms and Conditions available in the Manager Portal. The PARTNER is aware that GLOVO has the right to capture PARTNER telemetry data, namely, User ID, date, time among others from the Self-Service tool for support and technical purposes.
12. To place in its stores and franchise stores the visual and marketing materials supplied by GLOVO to make the collaboration more visible to the public (such as stickers on the doors of its stores, among others). These materials shall be freely chosen by GLOVO, on the express condition that such materials are in full conformity with all relevant and applicable laws, statutes, and regulations.
13. The parties acknowledge that GLOVO may develop additional value-added services, and such services shall be made available on the Manager Portal.
14. To make available to GLOVO a communication channel through, email, SMS and any instant messaging platform including, but not limited to, Whatsapp, as agreed by the Parties. Similarly, the PARTNER undertakes to make available to GLOVO a phone number and an email address as additional communication channels, for the purposes of any kind of communications. This data will not be used for any other purpose. For more information on data processing, the Partner may refer to the Glovo Privacy Policy (Glovo's Legal Terms and Conditions).
15. PARTNER is solely responsible for setting the prices of its products.
16. The PARTNER and the Affiliates shall be eligible to access benefits based on their performance under this Agreement. These benefits may include, but are not limited to, financial incentives, bonuses, or other mutually agreed-upon rewards. Partner and Affiliates’ performance shall be evaluated periodically, and the criteria for assessing performance shall be based on metrics and key performance indicators (KPIs) outlined in HERE. These metrics and KPIs may be subject to modification from time to time as deemed necessary by GLOVO. GLOVO reserves the right to adjust or modify the benefits based on Partner's or Affiliate’s performance as determined by the metrics and KPIs at its sole discretion. In the event that Partner and or the Affiliate consistently fails to meet the agreed-upon performance standards, GLOVO reserves the right to terminate this Agreement with written 15 days prior notice. These KPIs shall be met on an Affiliate basis. In the event that an Affiliate of a Partner does not meet the aforementioned KPI threshold, the consequences shall be applicable to that Affiliate only. 

4.2 With regard to the delivery services conducted by the PARTNER, the said party shall in addition be required:

1. To ensure that the PARTNER’s couriers who are providing the home delivery service: a) have the necessary driving licence; b) have, where appropriate, a current motor vehicle third-party liability insurance policy, as well as an insurance policy covering the transport of goods; c) are provided with minimum safety protection cover by the PARTNER (such as accident insurance); and d) are up to date in the payment of, and compliance with, their tax and social security obligations.
2. Without prejudice to any potential claims between the PARTNER and the carrier, liability for any incident relating to the delivery of an order or to the quality of a product (such as returns, claims or complaints that products are in poor condition, incomplete deliveries or delays) shall lie with the PARTNER.
3. To bill GLOVO users directly for in-person deliveries and sales of products and, where so requested by users, for the products and services requested.

5. INTELLECTUAL PROPERTY

5.1. For the duration of these Terms and Conditions for Partners, the PARTNER hereby grants GLOVO a royalty-free license, which is non-exclusive, worldwide-valid, as well as the right to use its Intellectual Property, including, but not limited to: copyright, know-how, trademarks, images, text and, in general, the entire content published on its website (“ IP”) provided by the PARTNER for the purposes of i) executing these Terms and Conditions for Partners and ii) performing marketing activities for its online orders and iii) for any other related purposes. In no case will the above mean that the PARTNER transfers its IP to GLOVO (unless otherwise agreed in a separate Contract).

The PARTNER declares, warrants and agrees that it holds the ownership of its IP (through a valid property or license), and the PARTNER has the right to license or sublicense the use of such IP to GLOVO for the purposes of these terms and conditions, and it is not aware of any third party violating its IP rights. The PARTNER shall not enter into any subsequent agreements that could restrict GLOVO’s right to use the PARTNER’s IP.

All brands, domain names, software and other creations that are subject to Industrial and Intellectual Property rights in relation to the APP, including any possible future changes, are the property of GLOVO. The PARTNER undertakes not to register or apply for registration thereof or of any similar ones anywhere, or to alter, modify or cancel them, and it expressly accepts that nothing contained in these Terms and Conditions for Partners grants it any future rights in relation to such rights.

6. DATA

6.1 In the performance of these Terms & Conditions and for the purpose of fulfilling the Orders, the PARTNER gains access to personal data belonging to Glovo’s users, such as the user's name, phone number, and address, or any other information provided by the users deemed necessary to deliver the Orders. Both parties act as independent Data controllers in relation to the processing activities. The PARTNER is aware that it is the Data Controller for the personal data processed in the context of the Orders, the use of the Platform, and these Terms & Conditions. The PARTNER represents and warrants that it will process the personal data in accordance with the Data Protection and Privacy Act, Cap 97, as well as with any other applicable data protection laws, and assumes full responsibility for the processing from the moment the personal data is received. The data is transferred solely for the purpose of fulfilling the Orders. To this end, the PARTNER undertakes: (i)  not to process the data for any additional purposes unless it has a valid legal basis to do so, being in any case fully responsible for any processing carried out for purposes other than the performance of the Orders; (ii) to process only the necessary and relevant personal data and not to process personal data which is in excess of the data which is authorised by law or required for a specific purpose  and (ii) to hold GLOVO harmless from any claim brought by any authority or third party, including legal fees and the enforcement of this contractual clause. The Parties agree to cooperate in good faith with respect to any data security breach affecting the personal data transferred under this Agreement.

The personal data included in these Terms & Conditions shall be processed for the management and oversight of the contractual relationship. The legal basis for the processing is the performance of this contract. The data will be retained for the duration of the contractual relationship and, thereafter, for as long as necessary to address any potential legal liabilities.

Each Party shall inform the data subjects whose data it provides of this processing and shall indicate that they may exercise their rights of access, rectification, erasure, and objection by submitting a request with the reference "Data Protection" to the following email address: gdpr@glovoapp.com.

7. COMPLIANCE

7.1. In order to comply with its obligations under these Terms and Conditions for Partners, the PARTNER and its employees, agents and representatives must fully obey all the applicable local laws relating to the fight against bribery, money laundering and financial terrorism, anti-trust and others that may apply to the activity. Furthermore, it must carry out its activities in accordance with the most stringent principles and ideals of ethics, integrity and good faith, avoiding, both directly and/or through third parties, any involvement in illegal business activities. 

In fulfilling its obligations under the Agreement, the PARTNER, its employees, agents and representatives must fully comply with all applicable local laws, in particular, the laws regarding anti-bribery, AML/CFT, antitrust and other applications to the activity. In addition to conducting its activities, in accordance with the strictest concepts and principles of ethics, integrity and good faith, avoiding by itself and/or through third parties, participation in illicit commercial activities. The PARTNER hereby declares to be in compliance with Glovo Third Party Code of Conduct (the “Code”) and declares that it has become aware of its content and guarantees that it will not violate the provisions contained therein. The PARTNER can find the Code and other policies at Glovo Compliance website: https://compliance.glovoapp.com/public/compliance. 

When requested, the PARTNER undertakes to provide, within a maximum of 30 (thirty) days corroborating documents regarding the lawfulness of the activities in an organised and valid manner, as well as supplementary clarifications about its business for audit purposes, if required. Failure to provide the documents will result in the suspension of the transfer until the actual delivery of the documents requested by Glovo. In case of infringement of the law or the Third Party Code of Conduct GLOVO can terminate the business relationship with the PARTNER without assuming any penalties.

8. MISCELLANEOUS

8.1. By agreeing to these Terms and Conditions, the PARTNER undertakes to have a General Civil Liability insurance policy in place. Such policy shall be drawn up by a recognised insurance company. In addition, it may not be cancelled or materially reduced. Evidence of the insurance required in this document must be provided by the PARTNER at GLOVO’s request. Under no circumstances will the limits of any policy be deemed to limit the PARTNER’s liability under these Terms and Conditions for Partners.

8.2. In the event that the PARTNER directly or indirectly takes any action that could harm or damage GLOVO’s image and reputation (e.g. disclosing information about GLOVO’s business to GLOVO’s competitors or making negative comments about GLOVO, promoting other platforms using the GLOVO brand, such as, for example promotions, flyers and any other commercial communications of any kind in favour of its own or third-party platforms within the orders processed on the GLOVO APP), GLOVO reserves the right to stop applying these Terms and Conditions for Partners as well as the set of agreements concluded with the PARTNER, take legal action and claim damages from the PARTNER. 

8.3. In addition, by agreeing to these Terms and Conditions for Partners, the PARTNER undertakes not to develop or market any applications that are in direct competition with the GLOVO APP during the term of the contractual relationship. This commitment does not prevent the PARTNER from developing or acquiring applications for the exclusive sale of its own products. The PARTNER undertakes not to carry out promotional or marketing activities for its own sales channels through the services provided by GLOVO and, in particular, shall refrain from including promotional material from its own channels such as brochures or flyers in orders placed through the GLOVO APP.

8.4. Save as expressly provided in these Terms and Conditions for Partners or in a subsequent Annex, the PARTNER may not issue a press release or refer to GLOVO in any way in connection with these Terms and Conditions for Partners or in any other way without GLOVO’s prior written consent.

8.5. The PARTNER states that it is aware of, and in compliance with Ugandan and applicable regulations, holds all the required licences to operate and applies the data protection legislation in its own economic activities. In addition, the PARTNER acknowledges that GLOVO may proactively implement certain changes in the APP in order to be compliant with the aforementioned regulations. (i.e. the Data Protection and Privacy Act, Cap 97, the Electronic Transactions Act, Cap 99, among others) 

8.6 The PARTNER agrees to refrain from disclosing business secrets or confidential information to which it has had access as a result of its professional relationship with GLOVO. With this regard the parties shall treat as confidential information all and any data and documents to which the PARTNER has directly or indirectly gained access, including all documents, researches, analyses, proposals, draft agreements, letters of intent, correspondence (both in writing and in electronic form), as well as all and any notes from meetings, presentations, business plans, models and processes, prices, tariffs, costs, etc. data (in written and electronic form), and any other information of a legal, commercial, accounting, personal or technical nature concerning GLOVO or its legal status, real, contractual and other rights, obligations, commercial activity, clients, business partners, owners, employees and others.

8.7. GLOVO reserves the right to use the parameters it deems convenient for the classification and positioning of the PARTNER within the APP. The main parameters used for the ranking include GLOVO users’ preferences, partners' performance, among others related to orders performance, pick-up and delivery area, radius and estimated delivery time. GLOVO will notify the PARTNER fifteen (15) days in advance of any substantial change in the aforementioned parameters.

8.8. GLOVO reserves the right to implement sponsored visibility actions, paid by any of its PARTNERs, which may affect the classification and positioning of the PARTNERS within the APP and the parameters referred to above. The said sponsored visibility actions may include, without it being an exhaustive list, actions such as cross-selling actions, targeted sampling, as well as higher or more convenient positioning within the App, all of them in exchange for a certain price. GLOVO will ensure that the said sponsored visibility actions will take place always on a non-discriminatory basis and that they will be compliant with any law applicable, especially on the fields of privacy and consumer protection.

8.9. GLOVO reserves the right to transfer this relationship to any entity directly or indirectly belonging to GLOVO (the GLOVO group companies and subsidiaries). In the event that GLOVO or any GLOVO group company or subsidiary is involved in a merger, consolidation, change of corporate control, substantial assignment of assets, restructuring or liquidation, GLOVO may at its sole discretion transfer or assign this relationship to the related party or any of its affiliates.

8.10. In the event that the PARTNER has any incident, problem, complaint or claim regarding the services provided by GLOVO, the PARTNER can contact GLOVO free of charge through the WebApp, Manager Portal or any other agreed channel. Once the PARTNER's complaint or claim has been received, an internal complaint handling procedure will be initiated so that the support team can follow up on the case and proceed to study and resolve it. GLOVO assumes the obligation to review the complaint within a reasonable period of time and to communicate the results of the complaint individually and in a simple manner.

8.11 By accepting these Terms and Conditions for Partners, you confirm that you have had sufficient opportunity to review its contents, understand all clauses, and have sought or had the opportunity to seek independent legal advice before accepting.

8.12. Neither party shall be responsible for the breach of its obligations under these Terms and Conditions for Partners if their execution is delayed or impossible as a result of a Force Majeure Event, provided that the affected party notifies and keeps the other Party informed about the nature, scope, estimated duration and effect of the Force Majeure Event. The affected party will take whatever steps are reasonable and possible to minimise damage or delay to the other party. The following will be understood as "Force Majeure Event": (a) revolt, war, invasions and external hostilities, terrorism, civil war, rebellion, blockades of local communities, revolution, insurrection or coup; (b) earthquake, flood, fire, explosion and any other natural disaster, but excluding normal weather conditions, regardless of severity; (c) strike or labor conflict at the national or regional level, or that affects personnel not hired by the affected party, its Subcontractors (at any level) and suppliers, but that significantly affects a substantial part of the Work; and (d) any action or omission of a local or government authority that affects the licenses, permits, authorizations or approvals required by the Company in its operations; but only to the extent that these events: (i) are beyond the control and will of the party invoking them, (ii) are unavoidable, despite the reasonable diligence of the affected party; and (iii) do not result from the breach by the affected party of its obligations under these Terms and Conditions for Partners, nor due to fault or negligence of the affected party.

9.  JURISDICTION AND APPLICABLE LAW

9.1. These Terms and Conditions for Partners shall be governed by the current laws of Uganda.

9.2. The Parties undertake to reach an amicable agreement in the event of a dispute between them. If this is unsuccessful, the Parties may submit the dispute to a specialist mediator of the Centre for Effective Dispute Resolution (https://cedr.com/p2bmediation/) or the mediation body of the Bar Association of the city where GLOVO has its registered office, jointly appointing the mediator to resolve the dispute. The mediation process shall be conducted in the language of these Partner Terms and Conditions.

9.3. The PARTNER, waiving any jurisdiction that might otherwise apply to it, agrees to submit the resolution of any disputes that may arise in connection with the construction, performance or enforcement of these Terms and Conditions for Partners to the jurisdiction of the courts of Kampala.

9.4. In the event of a conflict between these Terms and Conditions for Partners and any other conditions, these Terms and Conditions shall prevail unless otherwise agreed in writing.

By means of these Terms and Conditions for Partners, GLOVOAPP23, S.A. and its Affiliates (hereinafter, “GLOVO”) makes the website, with the domain www.glovoapp.com, and the Glovo mobile app (hereinafter, jointly, the APP or Platform) available to Partners (hereinafter, the “PARTNER” or the “PARTNERS”). These Terms and Conditions for Partners apply to each PARTNER’s use of the Platform as well as to all its related sites or sites linked to by GLOVO from www.glovoapp.com (hereinafter, collectively, the “site”). The site belongs to GLOVO. By using the site, the PARTNER agrees to these terms and conditions for Partners. If you do not agree, please refrain from using it.

1. OBJECT

1. The common aim of these Terms and Conditions for Partners is to make the products and/or services offered by the PARTNER available through the APP. 
2. GLOVO: (a) provides technology intermediation in the generation of leads and processing of payments and other services relating to in-store sales and the delivery of products throughout the independent MANDATARIES (Mandatary Intermediation Services); and (b) handles incidents arising in relation to orders. The PARTNER shall be the physical “retailer”, “supplier” or “seller” of all the products. The PARTNER may have various establishments or stores or group companies (hereinafter, the “AFFILIATES”), whose details must be provided to GLOVO in advance in order for them to be activated and enabled on the APP.

1. GLOVO shall provide the PARTNER access to the APP which the PARTNER must use in a proper, workmanlike and professional manner only for the purposes of processing all orders passed by GLOVO customers. The APP shall remain the property of GLOVO at all times. The PARTNER shall not, nor permit anyone else to, directly or indirectly: copy, modify, reverse engineer, decompile or disassemble or otherwise attempt to reconstruct or discover any source code or underlying ideas of the APP except with GLOVO’s prior express written consent. GLOVO reserves the right to periodically update the APP and the PARTNER’s equipment (e.g. picking solution). PARTNER shall not challenge the ownership, validity or enforceability of the APP.

1. The APP is being made available for use to the PARTNER on an “as is” basis and the PARTNER understands and accepts that it has no right to the APP, or any part thereof, whether by means of license, or ownership. GLOVO does not guarantee, and specifically disclaims all, express or implied warranties, representation or guarantees (including any implied warranties of merchantability) regarding the accuracy of the software or any other element concerning the APP or the services provided by GLOVO herein.

1. The PARTNER understands and accepts that the APP may stop operating in GLOVO’s sole discretion without any liability, provided that a notice in accordance with the terms of this Terms and Conditions for Partners may be provided. GLOVO may limit or suspend, without liability, the use of any portion of the APP by the PARTNER and/or customers, when any of the following occurs: 
2. for any regular maintenance or inspection, provided that GLOVO shall do it utmost to ensure that such matters occur during non-operational hours;
3. loss of telecommunication connectivity;
4. national emergency, service facility failure, or runaway service use.

GLOVO shall not be liable for any damages, direct or indirect, arising due to any suspension or limitation arising out from the provisions of this section. 

1. The relationship arising from these Terms and Conditions for Partners is strictly a business relationship between independent parties, who agree to always present themselves to the market as independent operators, avoiding any confusion between the services provided by each of them. Both Parties agree to work together in good faith on certain collaboration-based projects. The Parties may amend these Terms and Conditions for Partners by mutual agreement at any time by signing an Annex. Each party shall be responsible only for its own employees in connection with the performance of these Terms and Conditions for Partners and with the fulfilment of its own obligations hereunder. 

1. TERM AND TERMINATION

1. The PARTNER undertakes to keep its profile enabled on the APP during the hours stated to GLOVO for TWENTY FOUR (24) months from the date of acceptance of these Terms and Conditions for Partners, which shall be extended for successive periods of the same length.

1. If either party wishes to terminate the relationship, it must give the other party at least NINETY (90) days’ written notice of termination. If the PARTNER fails to give the above-mentioned notice, GLOVO shall charge the PARTNER TEN PERCENT (10%) of the total amount of the transactions carried out through the APP in the previous TWELVE (12) months, and it reserves the right to disable the PARTNER’s profile on the website made available by GLOVO to the PARTNER for the management of its profile (hereinafter, the “Vendor Portal or Manager Portal”).

1. The breach of any of the obligations set forth in these Terms and Conditions for Partners shall constitute grounds for termination of the relationship unless such breach is rectified within FIFTEEN (15) days following the notification of such breach by the affected non-breaching party. 

1. In the event that the PARTNER directly or indirectly takes any action that could harm or damage GLOVO’s image and reputation (e.g. disclosing information about GLOVO’s business to GLOVO’s competitors or making negative comments about GLOVO, promoting other platforms using the GLOVO brand, such as, for example promotions, flyers and any other commercial communications of any kind in favour of its own or third-party platforms within the orders processed on the GLOVO APP), GLOVO reserves the right to stop applying these Terms and Conditions for Partners as well as the set of agreements concluded with the PARTNER, take legal action and claim damages from the PARTNER. 

1. The non-payment by the PARTNER, for two (2) consecutive months, of the fees accrued in GLOVO’s favour pursuant to these Terms and Conditions for Partners shall also constitute grounds for termination of the relationship.

1. If GLOVO wishes to amend, remove or include an additional clause, GLOVO shall inform the PARTNER in writing of the amendment or addendum at least FIFTEEN (15) calendar days before the expected Effective Date. In the case that the said period expires without the PARTNER having expressed its opposition, the content of the notified modification shall be binding for the Parties and shall remain in force for the duration of the relationship. The continued submission of its products or services in the APP by the PARTNER after the entry into force shall be considered as acceptance by the PARTNER.

Any amendments that GLOVO may wish to make to these Terms and Conditions for Partners shall in no event be retroactive unless GLOVO is required to comply with a legal or regulatory regulation that applies to it or when such amendments are beneficial for the PARTNER. 

1. If the PARTNER wishes to make an amendment, the said Party shall contact GLOVO through Vendor Portal or Manager Portal or any other agreed channels. The amendment proposed must be expressly accepted by GLOVO in order to become binding for both Parties.

1. GLOVO reserves the right to restrict or suspend the PARTNER’s products and/or services per store offered through the PARTNER’s profile in the APP at any time, which may include, by way of example and without limitation, situations involving health alerts, legally prohibited items, and similar circumstances. GLOVO will communicate in advance this decision to the PARTNER, providing a reasonable justification for such decision, as well as explaining the facts and circumstances that motivate it. 

GLOVO reserves the right to delete, at any time and for an indefinite period, the PARTNER's profile on the APP. GLOVO will communicate said decision to the PARTNER THIRTY (30) days prior to the final deletion of its profile, together with an explanation of the facts and circumstances that justify it. In the event that the removal of the PARTNER's profile is motivated by a legal or regulatory obligation applicable to GLOVO, as well as by the PARTNER's repeated breach of these Terms and Conditions for Partners, GLOVO shall not be obliged to respect the aforementioned THIRTY (30) days’ notice.  

1. Before said suspension or restriction, the PARTNER is entitled to file a complaint through GLOVO's Vendor Portal or e-mail when it does not agree with the reasons that have led GLOVO to restrict, suspend and/or eliminate its products and/or services or any other decision adopted by GLOVO. Once the complaint has been received, an internal procedure will be initiated, whose monitoring, study and resolution will be carried out by GLOVO's support team, assuming the obligation to review it, resolve it and communicate its decision within a reasonable period of time, in an individualised and simple manner.

1. FINANCIAL CONDITIONS

1. Payment for the use of the APP and for the delivery service provided by the MANDATARIES shall be calculated based on the agreed percentage (%) + VAT, based on the gross sales of products and/or services obtained by the PARTNER as a result of its visibility on the GLOVO APP (hereinafter, the “Contracted Services Fee”). The Parties declare that the percentage for the calculation of the Contracted Services Fee has been freely agreed on good faith and taking into consideration the conditions and needs of both Parties.

In addition, the PARTNER shall pay the price for delivery services provided by the MANDATARIES. In such a case, the MANDATARY shall invoice the PARTNER directly for such services or, in case of express agreement between the Parties, they shall be re-invoiced by GLOVO.

The PARTNER acknowledges that GLOVO charges users a Service Fee for the use of the Platform in order to continuously improve the overall services offered by GLOVO, to provide users with a wider choice of Partners and to continuously improve the user experience, among others (hereinafter the ‘Service Fee’).

In addition, GLOVO will charge the PARTNER a Payment Processing Fee for the service provided by GLOVO of processing payments on behalf of the PARTNER through the corresponding payment processing feature (hereinafter, the “Payment Processing Fee”). The Payment Processing Fee shall be calculated as a percentage of up to 1.5 % + VAT, based on the amounts processed by GLOVO when paid by the users for the products and/or services offered by the PARTNER in the APP. 

1. The Parties may agree to establish this relationship under a preferred partnership to the extent allowed by the applicable legislation. When the PARTNER uses the APP under a preferred arrangement, GLOVO may charge the PARTNER a percentage of 5% in addition to the Contracted Services Fee agreed in the preceding paragraph if the PARTNER embarks on similar partnerships with other firms in the industry (these shall include, by way of example without limitation): Deliveroo, UberEats, Amazon Prime Now, JustEat, Wolt, Jumia, Ifood and Pyszne, Bolt, Meituan, Yandex, Yango, among others. Such increase shall be effective as from the date which the PARTNERS initiates its collaboration with a sector third party.  

1. The PARTNER: a) appoints GLOVO as its collection agent for the sole purpose of accepting payments on behalf of the PARTNER, through the payment processing function provided by a third party provider in the APP; and b) agrees that any payment made to GLOVO (or to an affiliate of GLOVO acting as agent for GLOVO) shall be deemed to be equivalent to a payment made directly to the PARTNER.

1. GLOVO shall pay the PARTNER for all the sales generated through the APP, minus the Contracted Service Fee and any amounts owed by the PARTNER either directly or indirectly in connection with the use of the APP (hereinafter, the “Amount Payable”) as provided below: i) For the total amount of sales generated minus refunds, from the 1st to the 15th of each month inclusive, GLOVO shall pay the Amount Payable within a maximum of three (3) business days from the 5th of the following month; and ii) For the total amount of sales generated minus returns from the 16th to the last day of the month inclusive, GLOVO shall pay the Amount Payable within a maximum of three (3) business days from the 20th of the following month.

1. Notwithstanding the foregoing, in the event that the PARTNER wishes to receive payments for sales generated through the APP (net of the Contracted Services Fee) prior to the standard payment date (hereinafter ‘Advance Payout’), the PARTNER acknowledges and agrees that it will be charged a fee for such payment (‘Advance Payout’), determined in Vendor Portal, prior to acceptance. This Advance Payout Fee will be added to the already agreed Contracted Services Fee. At any time, the PARTNER may unsubscribe from the Advance Payout directly from the Vendor Portal. The PARTNER acknowledges that if GLOVO considers that there is a risk of fraud (e.g. creation of false orders) it may deactivate the Advance Payout to the PARTNER without prior notice. PARTNER acknowledges that it will not receive Advance Payment if it is found to have a negative balance (outstanding invoices due to GLOVO).

1. GLOVO reserves the right to offset, charge or recover directly from the balances held by GLOVO in the PARTNER’s name all those amounts owed to it by the PARTNER that have not been paid within THIRTY (30) calendar days from their date of accrual.

1. GLOVO may charge the PARTNER a fee (“Prime Order Fee”) in order to give access to a dedicated group of users who demonstrate a high demand and order frequency through GLOVO APP and to conduct specific promotions for those users (“Prime Users”).

Prime Order Fee is a fixed amount up to 1,200UGX per order charged to the PARTNER. This Prime Order Fee will be clearly detailed and reflected in the final invoice according to clause 3.5 of the Terms and Conditions for Partners. By processing and fulfilling orders placed by Prime Users, the PARTNER agrees to the application of this Prime Order Fee.

GLOVO reserves the right to review and adjust the Prime Order Fee with prior notification to the PARTNER in accordance with the amendment provisions outlined in these Terms and Conditions for Partners.

1. GLOVO shall charge the PARTNER and each of its AFFILIATES an Activation Fee the applicable amount up to 270,000UGX plus VAT for registering it on the APP. This amount shall be charged in the first invoice issued by it or, if the said sum is not charged in the first invoice, in the following ones until the said amount is charged. In addition, and only where so agreed between the Parties, the PARTNER shall pay GLOVO a monthly amount up to 23,000UGX (hereinafter, the “Platform Fee”), which shall be deducted on a fortnightly basis from the total sales made through the APP, in accordance with the same payment process as that described in Clause 3.4. In the event that the Consumer Price Index (CPI) registers a positive change, GLOVO reserves the right to adjust it in accordance with the CPI rate. In the event that a SIM card is provided to the PARTNER, an additional monthly amount of up to 14,500UGX per store will be applied in the Platform Fee.

1. The “Device" may refer to Devices (with or without printer) supplied by GLOVO, or the phone or tablet “picking solution” provided by GLOVO. The PARTNER agrees that GLOVO retains the complete ownership over the Device(s) and/or Vendor or Manager Portal supplied to the PARTNER by GLOVO, throughout during the validity of these Terms and Conditions for Partners and after its termination; GLOVO reserves the full right to provide, upgrade, change, replace or take back the Device or Partner Webapp Application, or other transmission equipment or software, at any time at the sole discretion of GLOVO;

In any event, once the business relationship between the PARTNER and GLOVO has come to an end, the PARTNER will be required to return the device in perfect condition – subject to normal wear and tear arising from a normal and responsible use of the material – within a maximum of FIFTEEN (15) calendar days from the end of the collaboration. If the PARTNER does not return the device upon GLOVO’s requirement, the PARTNER shall assume a 614 000 UGX penalty per device provided;

1. PARTNER’S OBLIGATIONS

1. The PARTNER shall be required:

1. To provide GLOVO with, and include in the Vendor Portal or Manager, all necessary information (including information on nutritional details and allergens) and with the technical data sheet for each of its products and/or services in the form requested by GLOVO. The PARTNER undertakes to be solely responsible for providing this information to GLOVO Users and to release GLOVO from any liability that may be incurred by it in respect of any damage resulting from such lack of information. The information should be shared in a CSV or Excel file, and include the following items: the product IDs, the product EANs (if available), the product names, the product categories, and a URL for the  images in a format suitable to be uploaded on the APP. The PARTNER also has the possibility of sharing the weight unit for weighted items. 

1. To keep GLOVO informed at all times of the products available on the APP, and preferably of its available units of stock at each of its retail outlets, with a minimum daily update. Updates in this regard may be made by integration (Application Programming Interface “API”) or Secure File Transfer Protocol (“SFTP”) solution, in accordance with the process, specific characteristics, instructions and details to be sent by email to the PARTNER. If the PARTNER is unable to update the products in accordance with this process, it must guarantee the manual update of information via the self-service tool provided, i.e. the Manager Portal.

1. In case the PARTNER works with an integration solution, the PARTNER commits to have it fully in place in a maximum of TWO (2) months for API, and THREE (3) weeks for SFTP after the activation of the first store. If not integrated the PARTNER undertakes to report through the Vendor Portal, at GLOVO’s request, any lack of availability or breakage in the stock of the products and/or services placed on the APP. 

1. If the Partner is not able to provide GLOVO with accurate information of stocks, it allows GLOVO to apply machine learning to predict out of stocks, and alter availability of products based on that prediction.

1. If it does not have the necessary items in stock to prepare an order, the PARTNER must amend the information in the used picking solution (such as, but not limited to, Pelican, Instaleap, Partner own picking solution) to update the order and ensure that the user receives the right refund and updated information on the order. 

1. When available, in case the PARTNER wishes to share promotions funded by the PARTNER with GLOVO it must share its respective promo_ids, promo types, promo_prices, products included, start-date and, if possible, end-date. The end-date is mandatory in case the territory of the Partner falls under the Omnibus legislation. This information should be shared on the API or the SFTP files. The PARTNER also has the option to manually manage its promotions via the Manager Portal. The PARTNER understands that limitations to promotional activities may apply to certain categories of products and is fully responsible for any penalty arising from prohibited promotional activities or promotions. 

1. In case the PARTNER works with a custom picking solution (i.e. not using Glovo internal picking tools), the PARTNER commits to have fully in place a solution that allows the following minimum functionalities: accept the order, prepare the order (remove items, replace items, add items, change prices, manage weighted items, manage customer preferences for replacements), change total order price, mark the order as ready for pick-up and ingest cancelled orders notification. Glovo will notify in advance any changes/new releases on the API, and the partner commits to have it fully in place in a maximum of FOUR (4) months. In the event that the Picking Solution proposed by the PARTNER doesn’t meet the minimum functionalities, the PARTNER shall use the picking solutions proposed by GLOVO.  

1. To pay any refunds directly to users in the event of products being returned directly to the PARTNER’s store with the receipt of purchase and the invoice/receipt for the GLOVO order. In the event that the product does not meet the requirements of the PARTNER’s returns policy, or if there is any suspicion of abuse or of any conduct that is contrary to the Terms and Conditions for Partners, the PARTNER must inform GLOVO through the Vendor Portal or e-mail.

1. The PARTNER is responsible for defining and managing the return policy for products sold through the APP. The PARTNER agrees to (i) apply the same return policy as their physical stores (ii) provide GLOVO with a live URL or equivalent detailing their official return policy and associated legal terms. This will be displayed in the APP and (iii) Notify GLOVO in writing of any changes to the return policy that differ from in-store practices and immediately update the linked return policy accordingly.

1. If the PARTNER’s product reaches the GLOVO user in conditions of poor quality (e.g. if it has expired or is out of date) due solely to the PARTNER’s fault, the PARTNER shall assume responsibility and refund the price of the item paid by the consumer, including VAT and in addition the PARTNER shall pay the applicable delivery fees, if any.

1. If the entire order is cancelled for reasons attributable to the PARTNER (such as the store being closed during times registered as opening times, not having any of the products in the Order in stock, or for any other reason preventing it from preparing the order), the PARTNER shall pay a penalty of 10,000 UG plus VAT for each cancelled order (to be paid in the following billing cycle).

1. The PARTNER undertakes not to make the MANDATARY wait for more than 15 minutes after its arrival. In the event that the PARTNER surpasses the aforementioned time, GLOVO reserves the right to apply a penalty up to 3200 UGX (plus TAX if applicable). The PARTNER shall have to assume a base charge of 1600 UGX and a per-minute of 160.0 UGX/min after the aforementioned time until the order is picked up by the MANDATARY

1. To provide true details of its bank account number and bear any costs that may arise from the provision of any false information of any kind in relation to the account number and keep such information updated at all times, informing GLOVO of any changes thereto. 

1. To make available to GLOVO a communication channel through, email, SMS and any instant messaging platform including, but not limited to, Whatsapp, as agreed by the Parties. Similarly, the PARTNER undertakes to make available to GLOVO a phone number and an email address as additional communication channels, for the purposes of any kind of communications. This data will not be used for any other purpose. For more information on data processing, the Partner may refer to the Glovo Privacy Policy.

1. To place in its stores and franchise stores the visual and marketing materials supplied by GLOVO to make the collaboration more visible to the public (such as stickers on the doors of its stores, among others). These materials shall be freely chosen by GLOVO, on the express condition that such materials are in full conformity with all relevant and applicable laws, statutes, and regulations.

1. GLOVO keeps the right to carry out marketing visibility actions related to certain brands (third parties) of their choice within the partner store in the APP. The PARTNER acknowledges that GLOVO will be able to freely negotiate with any brand at its sole discretion. GLOVO commits on informing of all upcoming activities to the PARTNER prior to the implementation. GLOVO’s actions in respect of the products sold by the PARTNER should be strictly limited to marketing visibility actions and it must not interfere in any way with the promotions and campaigns implemented by the PARTNER.

1. To agree, if applicable, to use the software made available by GLOVO for picking purposes, and to include the option to modify and replace some orders and/or products if orders are picked and prepared with the PARTNER’s picking solution. 

1. GLOVO may offer and the PARTNER may accept to participate in promotions and actions aimed at fostering the positioning and visibility of the PARTNER in the APP. Those actions will be governed and subject to the conditions agreed between the Parties.

1. The PARTNER is solely responsible for setting the prices of its products. However, for the sole purpose of avoiding taking undue advantage of the PARTNER's promotional and business development efforts carried out by GLOVO, the PARTNER warrants to GLOVO that the products sold through the GLOVO APP will not be offered to GLOVO users at higher prices than those offered by the PARTNER at its own physical stores if applicable (hereinafter referred to as the "Parity Model"). This commitment does not limit PARTNER's setting of delivery rates for its own stores in its own sales channels. The PARTNER may require GLOVO to display in the APP a disclaimer or tag, visible to all users of the APP, indicating that the prices offered in its virtual store in the APP are the same as those offered in the physical stores. GLOVO will remove any such disclaimer at any time upon the PARTNER’s request. In the event of a breach of the Parity Model, GLOVO shall be entitled to charge the PARTNER up to an additional 5 percentage points based on the total amount of gross sales of products and/or services obtained by the PARTNER from the use of the GLOVO APP during the period of breach. 

1. The PARTNER undertakes to have employees dedicated to selecting and packaging products from the store's inventory to fulfill online orders placed via the GLOVO APP available throughout its store opening hours (“Pickers”).

1. When providing incident management services to the PARTNER by facilitating contact with the users who have used the APP, GLOVO shall act as a mere intermediary in any event. The financial cost and consequences of the incident shall be borne by the PARTNER in full and in any event.

1. The Parties agree that, in relation to the territory included in these Terms and Conditions for Partners, GLOVO shall be fully authorised to establish the service coverage index or radius for each of the PARTNER’s stores. In addition, the Parties agree that these Terms and Conditions for Partners shall apply to all of the PARTNER’s integrated stores as well as its franchises.

1. In order to guarantee a quality service for APP users, the PARTNER undertakes to comply with the service levels defined Annex I (hereinafter, the “Service Level Agreement” or “SLA”). 

1. The PARTNER represents and warrants that: 

1. The products comply with applicable laws (including but not limited to food safety and labelling regulations).
2. The products will comply with GLOVO’s requirements which may be provided by GLOVO to the PARTNER from time to time (if any).
3. If applicable, the products are prepared by the PARTNER in accordance with industry standard quality standards,
4. If applicable, the nutritional and allergy information provided by it to GLOVO are accurate and in accordance with applicable laws. It shall comply with all applicable laws and regulations and obtain and maintain all necessary licenses, permissions and consents (including, without limitation, any sanitary or food and beverage and / or health and safety legislation and / or regulations) which may be required in order to perform its obligations under these Terms and Conditions for Partners.

The PARTNER will defend, indemnify and hold GLOVO, its parent, Affiliates and their respective directors, officers and employees harmless from and against any claim, suit, action, judgment, demand, liability, loss, damage, expense or cost (including attorneys’ fees), and will pay any final award of damages, fines, or settlement amount and any liabilities or expenses incurred by GLOVO, as a result of: (i) any breach of the aforementioned representations and warranties and (ii) due to such breach, any investigation or legal or administrative proceedings before any governmental, regulatory or judiciary institution in any jurisdiction and under any governing law; and (ii) any claim arising out of such breach, either directly or indirectly from any private or public third parties alleging GLOVO is in breach of this clause.

1. The PARTNER will, at its expense, defend GLOVO, its parents, its affiliates, and their directors, officers, or agents (collectively, “Indemnitees”) against:

1. any claim that, if true, would constitute a breach of these Terms and Conditions for Partners by the PARTNER, its employees, agents or representatives;
2. any claim related to injury or death of any person or damage to any property arising out of or related to the PARTNER’s obligations arising out of these Terms and Conditions for Partners;  
3. any claim that otherwise arises from the negligence, acts, or failures to act, of PARTNER, its employees, agents or representatives; or 
4. any claim related to any of the PARTNER’s employees. 

For the avoidance of doubt, the PARTNER is liable for all and any claims made by the customers in relation to any product, including but not limited to any claims related to food poisoning. PARTNER will indemnify and hold harmless the Indemnitees from any costs, losses, claims, liabilities damages and fees (including reasonable legal fees) that are associated with these circumstances. Save for any mandatory provisions under law to the contrary hereto, nothing in these Terms and Conditions for Partners shall limit PARTNER’s liability towards GLOVO or its customers.

Nothing in these Terms and Conditions for Partners shall limit or exclude PARTNER’s liability for fraud, fraudulent activity, death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors as the case may be.

Neither Party shall be liable to the other Party for any indirect or consequential loss or damages arising under or in connection with these Terms and Conditions for Partners.

1. INTELLECTUAL PROPERTY

The PARTNER shall refrain from disclosing any business secrets or confidential information to which it has had access as a result of its professional relationship with GLOVO. With this regard the parties shall treat as confidential information all and any data and documents to which the PARTNER has directly or indirectly gained access, including all documents, researches, analyses, proposals, draft agreements, letters of intent, correspondence (both in writing and in electronic form), as well as all and any notes from meetings, presentations, business plans, models and processes, prices, tariffs, costs, etc. data (in written and electronic form), and any other information of a legal, commercial, accounting, personal or technical nature concerning GLOVO or its legal status, real, contractual and other rights, obligations, commercial activity, clients, business partners, owners, employees and others. 

In addition, by agreeing to these Terms and Conditions for Partners, the PARTNER undertakes not to develop or market any applications that are in direct competition with the GLOVO APP during the term of the contractual relationship. This commitment does not prevent the PARTNER from developing or acquiring applications for the exclusive sale of its own products. The PARTNER undertakes not to carry out promotional or marketing activities for its own sales channels through the services provided by GLOVO and, in particular, shall refrain from including promotional material from its own channels such as brochures or flyers in orders placed through the GLOVO APP.

All brands, domain names, software programming and other creations that are subject to Industrial and Intellectual Property rights in relation to the APP, including any possible future modifications, are the property of GLOVO. The PARTNER undertakes not to register or apply for registration thereof or of any similar ones anywhere, or to alter, modify or cancel them, and it expressly accepts that nothing contained in these PARTNER’s Terms and Conditions grants it any future rights in relation to such rights.

Save as expressly provided herein or in a subsequent Annex, the PARTNER may not issue a press release or refer to GLOVO in any way in connection with these Terms and Conditions for Partners or in any other way without GLOVO’s prior written consent.

For the duration of these Terms and Conditions for Partners, the PARTNER hereby grants GLOVO a royalty-free licence, which is non-exclusive, worldwide-valid, as well as the right to use its Intellectual Property, including, but not limited to: trademarks, images, text and, in general, the entire content published on its website (“IP”) provided by the PARTNER for the purposes of i) executing these Terms and Conditions for Partners and ii) performing marketing activities for its online orders and iii) for any other related purposes. In no case will the above mean that the PARTNER transfers its IP to GLOVO (unless otherwise agreed in a separate Contract). 

The PARTNER declares, warrants and agrees that it holds the ownership of its PARTNER’s IP (through a valid property or licence), and the PARTNER has the right to license or sublicense the use of such IP to GLOVO for the purposes of these terms and conditions, and it is not aware of any third party violating its IP rights. The PARTNER shall not enter into any subsequent agreements that could restrict GLOVO’s right to use the PARTNER’s IP.

1. DATA

In the performance of these Terms & Conditions and for the purpose of fulfilling the Orders, the PARTNER gains access to personal data belonging to Glovo’s users, such as the user's name, phone number, and address, or any other information provided by the users deemed necessary to deliver the Orders. Both parties act as independent Data controllers in relation to the processing activities. The PARTNER is aware that it is the Data Controller for the personal data processed in the context of the Orders, the use of the Platform, and these Terms & Conditions. The PARTNER represents and warrants that it will process the personal data in accordance with the EU General Data Protection Regulation 2016/679 (GDPR), as well as with any other applicable data protection laws, and assumes full responsibility for the processing from the moment the personal data is received. The data is transferred solely for the purpose of fulfilling the Orders.

To this end, the PARTNER: (i) undertakes not to process the data for any additional purposes unless it has a valid legal basis to do so, being in any case fully responsible for any processing carried out for purposes other than the performance of the Orders; and (ii) shall hold GLOVO harmless from any claim brought by any authority or third party, including legal fees and the enforcement of this contractual clause.

The Parties agree to cooperate in good faith with respect to any data security breach affecting the personal data transferred under this Agreement. The personal data included in these Terms & Conditions shall be processed for the management and oversight of the contractual relationship. The legal basis for the processing is the performance of this contract. The data will be retained for the duration of the contractual relationship and, thereafter, for as long as necessary to address any potential legal liabilities.

Each Party shall inform the data subjects whose data it provides of this processing and shall indicate that they may exercise their rights of access, rectification, erasure, and objection by submitting a request with the reference "Data Protection" to the following email addresses: gdpr@glovoapp.com.

1. COMPLIANCE

In fulfilling its obligations under the Agreement, the PARTNER, its employees, agents and representatives must fully comply with all applicable local laws regarding anti-bribery, AML/CFT, antitrust and other applications to the activity. In addition to conducting its activities, in accordance with the strictest concepts and principles of ethics, integrity and good faith, avoiding by itself and/or through third parties, participation in illicit commercial activities.

The PARTNER hereby declares to be in compliance with Glovo Third Parties Code of Conduct (the "Code") and declares that it has become aware of its content and guarantees that it will not violate the provisions contained therein. The PARTNER can find the Code and other policies at Glovo Compliance website: https://compliance.glovoapp.com/public/compliance. 

When requested, the PARTNER undertakes to provide, within a maximum of 30 (thirty) days corroborating documents regarding the lawfulness of the activities in an organized and valid manner, as well as supplementary clarifications about its business for audit purposes, if required. Failure to provide the documents will result in the suspension of the relationship until the actual delivery of the documents requested by GLOVO.

In case of infringement of the law or the Code by the PARTNER, GLOVO may terminate the business relationship with the PARTNER without assuming any penalties.

1. MISCELLANEOUS

By accepting these Terms and Conditions for Partners, the PARTNER undertakes to keep in force a General Civil Liability insurance policy. Such policy must be drafted by a reputable insurance company. Furthermore, it may not be cancelled or significantly reduced. Evidence of the insurance required in this document must be provided by the PARTNER at GLOVO’s request. Under no circumstances will the limits of any policy be deemed to limit the PARTNER’s liability under these PARTNER’s Terms and Conditions.

The PARTNER warrants to be in the possession of all the required licenses to trade the products/services posted on GLOVO APP. The PARTNER also agrees to facilitate any sort of licensing, documentation, or any other file GLOVO might require to prove that the PARTNER  is legally allowed to trade those products. The failure to provide such information to GLOVO could imply an early termination of these Terms and Conditions for Partners.

The PARTNER undertakes not to harm or damage GLOVO’s image and reputation in any way, and it may use GLOVO’s and/or the PARTNER’s brand to identify itself to the public as an associate using any of the media used by the PARTNER and/or GLOVO for their own promotions and to attract users. GLOVO, for its part, undertakes to refrain from harming or damaging the PARTNER’s image and reputation in any way when using the PARTNER’s brand to identify itself to the public as an associate using any of the media used by GLOVO for its own promotions and to attract users.

The PARTNER states that it is aware of, and in compliance with the relevant local laws and regulations and possesses all the required licences to operate and sell the products of its portfolio, and the personal data legislation in the pursuit of its economic activities.

The PARTNER acknowledges that the personal data of GLOVO users that may be processed pursuant to the agreement set forth in these Terms and Conditions for Partners is the sole responsibility of GLOVO, and that the PARTNER must therefore at no time have any access thereto save without the GLOVO user’s prior direct consent.

The PARTNER who uses the Intermediation Services for MANDATARIES may have access to personal data of GLOVO users (user´s name, telephone number and details of the order) who use the APP to order products of the PARTNER, and it shall only use such data to fulfil the purposes envisaged herein, in any event in accordance with the instructions issued by GLOVO for the use of the APP and processing the data on the latter’s behalf. The PARTNER shall be liable to GLOVO, for any infringements that may be incurred by it if it uses the data for any purposes other than as provided in these Terms and Conditions for Partners and for failing to put in place the necessary measures to ensure the security of the data received. The PARTNER may therefore not outsource the services forming the subject of these Terms and Conditions for Partners save with GLOVO’s prior express authorisation. By accepting these Terms and Conditions for Partners, the PARTNER warrants to GLOVO that it has appropriate protection measures in place, and it undertakes to comply with the legislation applicable to it as data processor and to destroy the data when its purpose has been fulfilled.

In order to comply with its obligations under these Terms and Conditions for Partners, the PARTNER and its employees, agents and representatives must fully comply with all the applicable local laws relating to the fight against bribery, money laundering and financial terrorism, anti-trust laws and any others that may apply to the activity. Furthermore, it must carry out its activities in accordance with the most stringent principles and ideals of ethics, integrity and good faith, avoiding, both directly and/or through third parties, any involvement in illegal business activities.

The PARTNER will have access to the following information generated by the APP through the Vendor Portal or Manager Portal: invoices, orders, user ratings, number of orders generated, as well as any other information agreed between the parties.

Under no circumstances the PARTNER will have access to information from other PARTNERS with whom GLOVO has a contract. However, the PARTNER may have access to information in aggregate form on incomplete order volume, preparation time, order volume, or other relevant information relating to the city or radius where the PARTNER offers its products or services.

The PARTNER expressly consents and acknowledges that GLOVO reserves the right to transfer this relationship to any entity directly or indirectly belonging to GLOVO (the GLOVO group companies and subsidiaries). In the event that GLOVO or any GLOVO group company or subsidiary is involved in a merger, consolidation, change of corporate control, substantial assignment of assets, restructuring or liquidation, GLOVO may at its sole discretion transfer or assign this relationship to the related party or any of its affiliates.   

GLOVO reserves the right to implement sponsored visibility actions, paid by any of its PARTNERs, which may affect the classification and positioning of the PARTNERS within the APP and the parameters referred to above. The said sponsored visibility actions may include, without it being an exhaustive list, actions such as cross-selling actions, targeted sampling, as well as higher or more convenient positioning within the App, all of them in exchange for a certain price. GLOVO will ensure that the said sponsored visibility actions will take place always on a non-discriminatory basis and that they will be compliant with any law applicable, especially on the fields of privacy and consumer protection.

In the event that the PARTNER has any incident, problem, complaint or claim regarding the services provided by GLOVO, the PARTNER can contact GLOVO free of charge through the Vendor Portal or via e-mail. Once the PARTNER's complaint or claim has been received, an internal complaint handling procedure will be initiated so that the support team can follow up on the case and proceed to study and resolve it. GLOVO assumes the obligation to review the complaint within a reasonable period of time and to communicate the results of the complaint individually and in a simple manner.

Neither party shall be responsible for the breach of its obligations under these Terms and Conditions for Partners if their execution is delayed or impossible as a result of a Force Majeure Event, provided that the affected party notifies and keeps the other Party informed about the nature, scope, estimated duration and effect of the Force Majeure Event. The affected party will take whatever steps are reasonable and possible to minimise damage or delay to the other party. The following will be understood as "Force Majeure Event": (a) revolt, war, invasions and external hostilities, terrorism, civil war, rebellion, blockades of local communities, revolution, insurrection or coup; (b) earthquake, flood, fire, explosion and any other natural disaster, but excluding normal weather conditions, regardless of severity; (c) strike or labour conflict at the national or regional level, or that affects personnel not hired by the affected party, its Subcontractors (at any level) and suppliers, but that significantly affects a substantial part of the Work; and (d) any action or omission of a local or government authority that affects the licences, permits, authorizations or approvals required by the Company in its operations; but only to the extent that these events: (i) are beyond the control and will of the party invoking them, (ii) are unavoidable, despite the reasonable diligence of the affected party; and (iii) do not result from the breach by the affected party of its obligations under these Terms and Conditions for Partners, nor due to fault or negligence of the affected party.

1. JURISDICTION AND APPLICABLE LAW

These Terms and Conditions for Partners shall be governed by and construed in accordance with the laws of the Republic of Uganda.

The Parties undertake to reach an amicable agreement in the event of a dispute between them. If the Parties are unable to resolve the Dispute through negotiation, the Parties may submit the dispute within 30 days to the International Centre for Arbitration and Mediation Kampala (ICAMEK) in accordance with the ICAMEK Arbitration Rules.  The arbitration shall be conducted by a single arbitrator appointed mutually by the parties. The decision of the arbitrator shall be final and binding. The venue for arbitration shall be Kampala, Uganda, and the language of arbitration shall be English. 

Each Party shall bear its own costs of arbitration; however, the fees of the arbitrator shall be equally shared unless otherwise determined by the arbitrator

The PARTNER, waiving any jurisdiction that might otherwise apply to it, agrees to submit the resolution of any disputes that may arise in connection with the construction, performance or enforcement of the Terms and Conditions for Partners to the jurisdiction of the courts of Kampala. 

In the event of a conflict between these Terms and Conditions for Partners and any other conditions, these Terms shall prevail unless otherwise agreed in writing. 

ANNEX I - Service Level Agreements (SLA) / Service Details

This Service Level Agreement (SLA) outlines the metrics by virtue of which the PARTNER shall perform while offering their products or services through the APP. It details service objectives, responsibilities, and expectations. 

The PARTNER agrees to meet the metrics defined in the table below which outlines the performance criteria and standards for the services provided. These will serve as the basis for assessing the PARTNERs’ performance which will be reviewed by the Parties on a quarterly basis. If the PARTNER fails to meet:

a) Between ONE (1) and THREE (3) SLAs, GLOVO shall be entitled to increase the percentage applicable as Contracted Services Fee by half of a percentage point (0.5%);

b) Between FOUR (4) and SIX (6) SLAs, GLOVO shall be entitled to increase the percentage applicable as Contracted Services Fee by a percentage point (1%)

c) More than SIX (6) SLAs, GLOVO shall be entitled to increase the percentage applicable as Contracted Services Fee by one and a half percentage point (1.5%);

For sake of clarity, if the PARTNER fails to meet four SLAs and has a 10% Contracted Service Fee, the new Fee after the penalty adjustment shall be 11%. 

Assortment Management - Catalog

>70% availability of all International Article Numbers (EAN) in the PARTNER'S country catalog

To have a minimum catalog in GLOVO APP covering >70% of the total International Article Numbers (EAN) the PARTNER has in their country catalog. 

• If the PARTNER has 3,000 EANs or fewer, the PARTNER commits to provide 100% of their catalogue to be listed in GLOVO APP platform 
• If the PARTNER has between 3,000 and 8,000 EANs, the PARTNER commits to provide >80% of their catalogue to be listed in GLOVO APP platform 
• If the PARTNER has 8,000 SKUs or more, the PARTNER commits to provide >70% of their catalogue to be listed in GLOVO APP platform 

Assortment Management - Pictures & Descriptions

>90%

The PARTNER acknowledges and accepts that in order to be activated on the APP, it must maintain a minimum of 90% of the total photos, descriptions and other mandatory requirements (such as, for example, nutritional information) of the products on the menu. The PARTNER agrees to complete the menu by adding photos, accurate descriptions and all other required information of its products on the GLOVO APP. GLOVO reserves the right to supplement the PARTNER's menu in case the PARTNER has not done so previously

Assortment Management - Stock Units

>95% SKU’s with stock units shared on a minimum daily basis

The PARTNER needs to share stock units (quantities available) from all the items and, at least 1 stock update per day. This is key to ensure proper availability and safety stock management

Assortment Management - Product Availability 

>70% availability of all Stock Keeping Units (SKU) listed in GLOVO APP 

The PARTNER commits to guarantee a minimum availability of 70% of the total Stock Keeping Units (SKU) listed in GLOVO APP.

In-line with clause 4.1. d) the Partner understands that GLOVO might apply machine learning to predict out of stocks, and alter availability of products based on that prediction. The PARTNER should not be deemed liable for any impact of the machine learning models.

Operations - Uptime

>95% all open hours of the PARTNER stores

To remain active and keep its services available to APP users for at least 95% of the normal business hours of its store(s) and/or franchise(s). 

Operations - Replacements of Partners Products

When customer preferences are available: >50% of replacements 

When customer preferences are not available: >30% of replacements

The PARTNER undertakes to replace items from the order in case some of the items are missing. We have 2 scenarios:

• When customer preferences are available: >50% of the items where the customer asked for a replacement should be replaced
• When customer preferences are not available: >30% of the items not available should be replaced 

Operations - Items Not Delivered (IND)

<5%

The PARTNER undertakes to maintain a good stock management to deliver most of the products that the customer placed, ensuring that it can deliver at least 95% of the products placed by GLOVO users. For the sake of clarity, out of one hundred (100) products placed in the store, the store needs to deliver at least ninety five (95) of them, and Items Not Delivered (IND) should be below 5%

Operations - Acceptance time

<2 minutes

The PARTNER undertakes to accept orders on the Device , within a period of 2 minutes, immediately after the receipt of the notification, and to prepare the entire order.

Operations - Preparation time per item

<2 minutes

The PARTNER undertakes to pick each item on average in less than 2 min from the moment it was notified of the incoming order on the POS terminal or its own device until the order is marked as ready

Operations - Bad rating on orders due to missing/wrong items

<3.5% orders with bad ratings due to wrong & missing items

The PARTNER undertakes to maintain a bad rating rate of less than 3.5% on orders due to missing or wrong items.

Last updated on July 2024

By means of these general terms and conditions of use and legal information (hereinafter, the “Terms and Conditions for Partners”), Glovo Uganda SMC Limited (hereinafter, “GLOVO”) makes the website, with the domain www.glovoapp.com, and the Glovo mobile app (hereinafter, jointly, the APP) available to Partners (hereinafter, the “PARTNER” or the “PARTNERS”). These General Terms and Conditions for Partners apply to each PARTNER’s use of the Platform as well as to all its related sites or sites linked to by GLOVO from www.glovoapp.com (hereinafter, collectively, the “site”). The site belongs to GLOVO. By using the site, you agree to these terms and conditions of use. If you do not agree, please refrain from using it.

For the purposes of these Terms and Conditions for Partners, the following capitalised terms shall have the meanings given to them below:

• Marketplace Services: Technology intermediation for the purpose of making available the products and/or services offered by the PARTNER through the GLOVO APP and their delivery to GLOVO APP users through its own fleet of couriers. Creation of the store profile in the APP, visibility to the millions of users of the APP, sales generation, payment gateway, access to sales reporting and the PARTNER’s operational data, facilitation of business growth.
• MANDATARY Intermediation Services: Technology intermediation for the purpose of making the products and/or services offered by the PARTNER available through the GLOVO APP and delivering them to GLOVO APP users through the independent couriers and/or independent companies who provide their services through the GLOVO APP (“MANDATARY” or “MANDATARIES”).

Company name: Glovo Uganda SMC Limited 

Registered address: 4th Floor, DFCU Towers, Plot 26 Kyadondo Road, Kampala 

Commercial Register registration details: Protocol: 2021/3871, Volume: 46983, Folio: 10, Sheet No.: 537215, Entry No.: 1.

Tax Identification Number (NIF): 1017265563

1.- OBJECT.-

1.1. The common aim of these Terms and Conditions for Partners is to make the products and/or services offered by the PARTNER available through the APP. Through the APP, GLOVO: (a) creation of the store profile in the APP (b) provides technology intermediation in the generation of leads and processing of payments and other services relating to in-store sales and the delivery of products throughout the MANDATARIES; and (c) handles incidents arising in relation to orders. The PARTNER shall be the physical “retailer”, “supplier” or “seller” of all the products and, in the case of Marketplace Services, it shall also be in charge of the delivery services relating to such products. The PARTNER may have various establishments or stores (hereinafter, the “AFFILIATES”), whose details must be provided to GLOVO in advance in order for them to be activated and enabled on the APP. In addition, the PARTNER may have franchisees who, in order to comply with these Terms and Conditions for Partners, must sign the “Franchisee Accession Form” provided in Annex I.

1.2. In relation to PARTNERS who only use the Marketplace Services, GLOVO: 

a) Will not be responsible in any event for the delivery services provided by the PARTNER with its own fleet of couriers, or for the cost, training, insurance, equipment, contracts, labour or tax obligations or any other responsibility of any kind that may be related to, or that may arise from, such fleet, and all such responsibility shall be fully assumed by the PARTNER. 

b) Will act as a payment collection agent appointed by the PARTNER, for the sole purpose of accepting payments on the PARTNER’s behalf through the payment processing feature provided on the APP by an external provider. The PARTNER agrees that payments made to GLOVO (or to an affiliate of GLOVO acting as GLOVO’s agent) shall be considered equivalent to payments made directly to the PARTNER. May appoint the PARTNER as a payment collection agent of the Service Fee (as defined below) directly charged by Glovo to Users in those territories where cash is accepted. 

1.3. In relation to PARTNERS who use the Intermediation Services for MANDATARIES, GLOVO shall, through the APP:

a) Allow companies such as the PARTNER to connect with MANDATARIES (as described in the GLOVO APP General Terms of Use and Contracting for Partners).  

b) It may choose to pay the price of the products in cash at the PARTNER’s store through the MANDATARIES that collect the products. This must be reflected in the relevant invoices and will have no impact on the calculation of the payment for the use of the APP described in Clause 3.1 below.

Each party shall be responsible only for its own employees in connection with the performance of these Terms and Conditions for Partners and with the fulfilment of its own obligations hereunder. 

The relationship arising from these Terms and Conditions for Partners is strictly a business relationship between independent parties, who agree to present themselves to the market as independent operators at all times, avoiding any confusion between the services provided by each of them. Both Parties agree to work together in good faith on certain collaboration-based projects.

2.- TERM AND DURATION OF THE TERMS AND CONDITIONS.-

2.1. The PARTNER undertakes to keep its profile enabled on the APP during the hours stated to GLOVO for TWENTY-FOUR (24) months from the date of acceptance of these Terms and Conditions for Partners, which shall be extended indefinitely for successive periods of the same length.

2.2. If either party wishes to terminate the relationship, it must give the other party at least SIXTY (60) days’ written notice of termination. If the PARTNER fails to give the above-mentioned amount of notice, GLOVO shall charge the PARTNER an additional TEN PERCENT (10%) of the total amount of the transactions carried out through the APP, and it reserves the right to disable the PARTNER’s profile on the website made available by GLOVO to the PARTNER for the management of its profile (hereinafter, the “WebApp”). 

Similarly, breach of any of the obligations set forth in these Terms and Conditions for Partners shall constitute grounds for termination of the relationship unless such breach is rectified within FIFTEEN (15) days following the notification of such breach by the affected non-breaching party, and non-payment by the PARTNER, for two consecutive months, of the fees accrued in GLOVO’s favour pursuant to these Terms and Conditions for Partners shall also constitute grounds for termination of the relationship. GLOVO also reserves the right to restrict, suspend, delete, at any time and for an indefinite period, the PARTNER's products and/or services, and or PARTNERS’ profile on the APP. GLOVO will communicate said decision to the PARTNER fifteen (15) days prior to the final deletion of its profile, together with an explanation of the facts and circumstances that justify it. Unless it obeys to a  legal or regulatory obligation applicable to GLOVO, as well as by the PARTNER's repeated breach of these "Terms and Conditions", GLOVO shall not be obliged to respect the aforementioned notice.  

2.3. If GLOVO wishes to amend/remove a clause or include an additional clause, it must inform the PARTNER in writing by e-mail or through the WebApp or Manager Portal of the amendment at least FIFTEEN (15) calendar days before the date on which it wishes the amendment/removal/inclusion to be included. In the case that the said period expires without the PARTNER having expressed its opposition, the content of the notified modification / deletion / inclusion will be binding on both parties and will remain in force for the duration of the relationship. The continued access or use of the APP by the PARTNER after the entry into force of the modification / deletion / inclusion will be considered as acceptance of the same by the PARTNER.

3.- FINANCIAL CONDITIONS.-

3.1. Payment for the use of the APP and for part of the delivery service provided by the MANDATARIES, if such service has been agreed by the Parties, shall be calculated based on the agreed percentage (%) + VAT, based on the gross sales (products/services + applicable taxes) of products and/or services obtained by the PARTNER as a result of its visibility on the GLOVO APP (hereinafter, the “Contracted Services Fee”). The Parties declare that the percentage for the calculation of the Contracted Services Fee has been freely agreed, on good faith and taking into consideration the conditions and needs of both Parties.  

In addition, if applicable, the PARTNER shall pay the price for the delivery and cash collection services provided by the MANDATARY. In such a case, the PARTNER shall be invoiced for such services directly by the MANDATARY or, in case of express agreement of the Parties, re-invoiced by GLOVO.

The Contracted Services Fee for Marketplace Services shall be calculated: (i) deducting the GLOVO’s own offers; (ii) without deducting customer returns; and (iii) regardless of whether they are successfully delivered.

In addition, GLOVO will charge the PARTNER a Payment Processing Fee for the service provided by GLOVO of processing payments on behalf of the PARTNER through the corresponding payment processing feature (hereinafter, the “Payment Processing Fee”). The Payment Processing Fee shall be calculated as a percentage of 2 % + VAT, based on the amounts of the payments processed by GLOVO when paid by the users for the products and/or services offered by the PARTNER  in the APP.

The PARTNER acknowledges that GLOVO charges users a Service Fee for the use of the Platform in order to continuously improve GLOVO’s overall services, providing them with  a wider selection of vendors and continuously improving users’ experience, among others (hereinafter, the “Service Fee”). 

In relation to the above, and for PARTNERS who use Marketplace Services only, in those territories where cash is accepted, the PARTNER agrees that the amount of cash collected by the PARTNER's own fleet of couriers related to the Service Fee, while using the Platform, will be added to the Contracted Services Fee that the PARTNER pays for the use of said Marketplace Services. Both amounts will be paid to GLOVO.

3.2. The PARTNER: a) designates GLOVO as its payment collection agent for the sole purpose of accepting payments on the PARTNER’s behalf through the payment processing feature provided by a third-party provider on the APP; and b) agrees that payment to GLOVO (or to an affiliate of GLOVO acting as the latter’s agent) shall be considered equivalent to payment made directly to the PARTNER. Under no circumstances will GLOVO act as an intermediary, or be responsible, for any transactions paid in cash.

3.3. The gross sales of the products and/or services offered by the PARTNER and paid in cash shall be paid by the PARTNER to GLOVO within SEVEN (7) calendar days immediately after their accrual. Delay in payment shall give rise to a penalty equivalent to the legal interest rate applicable to the territory at the time of the breach of contract. GLOVO reserves the right to offset, charge or recover directly from the balances held by GLOVO in the PARTNER’s name all those amounts owed to it by the PARTNER that have not been paid within THIRTY (30) calendar days from their date of accrual. 

3.4. GLOVO shall pay the PARTNER for all the sales generated through the APP, minus the Contracted Services Fee, th ePayment Processing Fee and any amounts owed by the PARTNER either directly or indirectly in connection with the use of the APP (hereinafter, the “Amount Payable”) as provided below: i) For the total amount of sales generated minus refunds or any other penalties, from the 1st to the 15th of each month inclusive, GLOVO shall pay the Amount Payable within a maximum of three (3) business days from the 5th of the following month; and ii) For the total amount of sales generated minus refunds from the 16th to the last day of the month inclusive, GLOVO shall pay the Amount Payable within a maximum of three (3) business days from the 20th of the following month.

However, in the event that the PARTNER wishes to receive payments from the sales generated through the APP (minus the Contracted Services Fee and the Payment Processing Fee) ahead of the standard payment (hereinafter “Advanced Payout”). The PARTNER acknowledges and accepts that it will be charged with a payment fee (“Payment Fee”), determined in the Manager Portal, prior to its acceptance. This Payment Fee is applied on top of the Contracted Services Fee already agreed. At any time the PARTNER may unsubscribe from the Advanced Payout directly from the Manager Portal. The PARTNER acknowledges that if GLOVO considers that there is a risk of fraud (i.e. creation of fake orders) it may deactivate the Advanced Payout to the PARTNER without prior notice. The PARTNER acknowledges that it will not receive the Advanced Payout if it is in a negative balance ( pending invoices towards GLOVO).

3.5. GLOVO may charge with an Activation Fee the PARTNER and each of its AFFILIATES the applicable amount of FIFTY THOUSAND Ugandan Shilling (UG 50.000) plus VAT for registering it on the APP. This amount shall be charged in the first invoice issued by it or, if the said sum is not charged in the first invoice, in the following ones until the said amount is charged. In the event that the Consumer Price Index (CPI) registers a positive change, GLOVO reserves the right to adjust it in accordance with the CPI rate.

3.6. The “Device" may refer to Devices (with or without printer) supplied by GLOVO, or the phone or tablet “Partner Webapp Application” provided by GLOVO. The PARTNER agrees that GLOVO retains the complete ownership over the Device(s) and/or Partner Webapp Application supplied to the PARTNER by GLOVO, throughout during the validity of this Agreement and after its termination;

GLOVO reserves the full right to provide, upgrade, change, replace or take back the Device or Partner Webapp Application, or other transmission equipment or software, at any time at the sole discretion of GLOVO;

In any event, once the business relationship between the PARTNER and GLOVO has come to an end, the PARTNER will be required to return the device in perfect condition – subject to normal wear and tear arising from a normal and responsible use of the material – within a maximum of FIFTEEN (15) calendar days from the end of the collaboration. If the PARTNER does not return the device upon GLOVO’s requirement, the PARTNER shall assume a SIX HUNDRED TWENTY-THREE THOUSAND SEVEN HUNDRED EIGHTY-FIVE  (623.785 UGX) penalty;

In the event that the PARTNER purchases the device from GLOVO, the PARTNER becomes the owner of the device and the above penalty and its return won’t be applicable.

4.- THE PARTNER’S OBLIGATIONS.-

4.1 The PARTNER shall be subject to the following obligations: 

a) To provide GLOVO and include in the WebApp and or Manager Portal  all necessary information, for each of its products and/or services in the form requested by GLOVO and their allergy information. The PARTNER undertakes to be solely responsible for providing this information to GLOVO Users and to release GLOVO from any liability that may be incurred by it in respect of any injuries or damage. In any event, the descriptions of such products and/or services appearing on the APP shall always be strictly in accordance with the information provided by the PARTNER. Any discrepancies between the description appearing on the APP and the product and/or service actually offered at the PARTNER’s establishment (such as, for example but without limitation, a difference between the price stated on the APP and the price offered in store) shall be the PARTNER’s responsibility, and the latter must therefore bear any additional cost that may arise therefrom.

b) Partner acknowledges and agrees that in order to be activated on the APP, they must maintain a minimum of 70% of the total photos and descriptions and other required obligations (such as nutritional information) of its products on the menu. The PARTNER undertakes to complete the menu by adding accurate photos and descriptions and other required information of its products on GLOVO's Platform. GLOVO reserves the right to supplement PARTNER's menu in case that the PARTNER hasn't provided them beforehand. 

c) To prepare and supply the orders processed through the GLOVO APP solely and exclusively from its own kitchens or from those that may be made available to it by GLOVO in order to comply with its hygiene and public health obligations set forth in these Terms and Conditions for Partners, as well as to comply with the efficiency and logistics criteria agreed between the Parties. 

d) Complete Annex II “Food Transport Safety” in accordance with any requirements that may apply to the MANDATARY for the transport of the products. In the event that the PARTNER uses its own fleet they shall provide its couriers with a protocol of excellence in food quality and handling so that products are delivered to users in perfect condition and in accordance with the necessary conditions as regards food safety, quality and technical requirements for delivery.

e) The PARTNER undertakes not to make the MANDATARY wait for more than 10 minutes after its arrival. In the event that the PARTNER surpasses the aforementioned time, GLOVO reserves the right to apply a penalty up to 3200 UGX (plus TAX if applicable). The PARTNER shall have to assume a base charge of 1600 UGX  and a per-minute of 160 UGX/min after the aforementioned time until the order is picked up by the MANDATARY.

f) In the event of incomplete, incorrect delivery or quality issue of any product and/or service for reasons attributable to the PARTNER, the PARTNER will be required to bear the full cost (including tax) corresponding to the price of the incomplete product and/or service plus tax per incomplete product and/or service and a penalty of up to 30% of the value of the products + VAT (which will be charged in the next billing cycle)

g) In the event that the entire order is cancelled for a reason attributable to the PARTNER (e.g. if his store is closed during the specified working hours, if he does not have the products necessary to fully fulfil the order or for any other reason that prevents the PARTNER from preparing the order), the PARTNER may be charged with  a penalty  of 10.000,00 UGX + VAT for each cancelled order (which will be charged in the next billing cycle

h) For any of the previous complaints, the PARTNER may lodge a formal complaint in writing to GLOVO only within one (1) calendar month of becoming aware of any concern related to this clause. GLOVO shall acknowledge receipt of the complaint within ten (10) business days and undertake reasonable efforts to address and resolve the complaint in good faith.

i) To provide a Bank Certificate that guarantees the ownership of the IBAN code and to bear the costs that may arise from providing any false information in relation to such an account number. 

j) The PARTNER shall not facilitate the credentials to any third party not authorised by GLOVO. In the event that the PARTNER decides to contract with a third party integrator or integrated POS system, the PARTNER shall ensure that all operational features should be implemented and developed by the Integrator or the PARTNER.

k) GLOVO may offer and the PARTNER may accept to participate in promotions and actions aimed at fostering the positioning and visibility of the PARTNER in the APP. Those actions will be governed and subject to the conditions agreed between the Parties. GLOVO may  also provide to the PARTNER, Marketing Services (Promotions, Advertising ...), upon PARTNER request and in agreement with GLOVO Terms for that specific service in which GLOVO will deliver the PARTNER the Marketing Services requested. The Marketing Services shall be governed by its own Terms and Conditions available in Manager Portal.  The PARTNER is aware that GLOVO has the right to capture PARTNER telemetry data, namely, User ID, date, time among others from the Self-Service tool for support and technical purposes. 

l) The parties acknowledge that GLOVO may develop additional value-added services, and such services shall be made available on the Manager Portal.

m) To make available to GLOVO a communication channel through, email, SMS and any instant messaging platform including, but not limited to, Whatsapp, as agreed by the Parties. Similarly, the PARTNER undertakes to make available to GLOVO a phone number and an email address as additional communication channels, for the purposes of any kind of communications. This data will not be used for any other purpose. For more information on data processing, the Partner may refer to the Glovo Privacy Policy (Glovo's Legal Terms and Conditions).

n) PARTNER is solely responsible for setting the prices of its products. However, for the sole purpose of avoiding taking undue advantage of the PARTNER's promotional and business development efforts carried out by GLOVO, the PARTNER warrants to GLOVO that the products sold through the GLOVO APP will not be offered to GLOVO users at higher prices than those offered by the PARTNER on its own platform, if applicable (hereinafter referred to as the "Parity Model"). In the event of a breach of this obligation, GLOVO shall be entitled to charge the PARTNER an additional 10% based on the total amount of gross sales of products and/or services obtained by the PARTNER from the use of the GLOVO APP during the period of breach.

o) The PARTNER and the Affiliates shall be eligible to access benefits based on their performance under this Agreement. These benefits may include, but are not limited to, financial incentives, bonuses, or other mutually agreed-upon rewards. Partner and the Affiliates’ performance shall be evaluated periodically, and the criteria for assessing performance shall be based on metrics and key performance indicators (KPIs) outlined in HERE. These metrics and KPIs may be subject to modification from time to time as deemed necessary by GLOVO. GLOVO reserves the right to adjust or modify the benefits based on Partner's performance as determined by the metrics and KPIs at its sole discretion. In the event that Partner consistently fails to meet the agreed-upon performance standards, GLOVO reserves the right to terminate this Agreement with written 15 days prior notice. These KPIs shall be met on an Affiliate basis. In the event that an Affiliate of a Partner does not meet the aforementioned KPI threshold, the consequences shall be applicable to that Affiliate only. 

4.2 With regard to the delivery services conducted by the PARTNER, the said party shall in addition be required:

a) To ensure that the PARTNER’s couriers who are providing the home delivery service: a) have the necessary driving licence; b) have, where appropriate, a current motor vehicle third-party liability insurance policy, as well as an insurance policy covering the transport of goods; c) are provided with minimum safety protection cover by the PARTNER (such as accident insurance); and d) are up to date in the payment of, and compliance with, their tax and social security obligations.

b) Without prejudice to any potential claims between the PARTNER and the carrier, liability for any incident relating to the delivery of an order or to the quality of a product (such as returns, claims or complaints that products are in poor condition, incomplete deliveries or delays) shall lie with the PARTNER.

c) To bill GLOVO users directly for in-person deliveries and sales of products and, where so requested by users, for the products and services requested.

5.- MISCELLANEOUS.-

5.1. By agreeing to these Terms and Conditions, the PARTNER undertakes to have a General Civil Liability insurance policy in place. Such policy shall be drawn up by a recognised insurance company. In addition, it may not be cancelled or materially reduced. Evidence of the insurance required in this document must be provided by the PARTNER at GLOVO’s request. Under no circumstances will the limits of any policy be deemed to limit the PARTNER’s liability under these Terms and Conditions for Partners.

5.2. In the event that the PARTNER directly or indirectly takes any action that could harm or damage GLOVO’s image and reputation (e.g. disclosing information about GLOVO’s business to GLOVO’s competitors or making negative comments about GLOVO, promoting other platforms using the GLOVO brand, such as, for example promotions, flyers and any other commercial communications of any kind in favour of its own or third-party platforms within the orders processed on the GLOVO APP), GLOVO reserves the right to stop applying these Terms and Conditions for Partners as well as the set of agreements concluded with the PARTNER, take legal action and claim damages from the PARTNER. 

5.3. In addition, by agreeing to these Terms and Conditions for Partners, the PARTNER undertakes not to develop or market any applications that are in direct competition with the GLOVO APP during the term of the contractual relationship. This commitment does not prevent the PARTNER from developing or acquiring applications for the exclusive sale of its own products. The PARTNER undertakes not to carry out promotional or marketing activities for its own sales channels through the services provided by GLOVO and, in particular, shall refrain from including promotional material from its own channels such as brochures or flyers in orders placed through the GLOVO APP.

5.4. All brands, domain names, software and other creations that are subject to Industrial and Intellectual Property rights in relation to the APP, including any possible future changes, are the property of GLOVO. The PARTNER undertakes not to register or apply for registration thereof or of any similar ones anywhere, or to alter, modify or cancel them, and it expressly accepts that nothing contained in these Terms and Conditions for Partners grants it any future rights in relation to such rights.

5.5. Save as expressly provided in these Terms and Conditions for Partners or in a subsequent Annex, the PARTNER may not issue a press release or refer to GLOVO in any way in connection with these Terms and Conditions for Partners or in any other way without GLOVO’s prior written consent. 

5.6. For the duration of these Terms and Conditions for Partners, the PARTNER hereby grants GLOVO a royalty-free license, which is non-exclusive, worldwide-valid, as well as the right to use its Intellectual Property, including, but not limited to: copyright,, know-how, trademarks, images, text and, in general, the entire content published on its website (“ IP”) provided by the PARTNER for the purposes of i) executing these Terms and Conditions for Partners and ii) performing marketing activities for its online orders and iii) for any other related purposes. In no case will the above mean that the PARTNER transfers its IP to GLOVO (unless otherwise agreed in a separate Contract). 

The PARTNER declares, warrants and agrees that it holds the ownership of its IP (through a valid property or license), and the PARTNER has the right to license or sublicense the use of such IP to GLOVO for the purposes of these terms and conditions, and it is not aware of any third party violating its IP rights. The PARTNER shall not enter into any subsequent agreements that could restrict GLOVO’s right to use the PARTNER’s IP.

5.7. The PARTNER states that it is aware of, and in compliance with, Ugandan regulations, all the required licences to operate and the data protection legislation in its economic activities.

5.8. Either by using Marketplace Services or MANDATARY Intermediation Services, the PARTNER acknowledges that it will process personal data of the users on behalf of GLOVO for the purposes of preparing the products of the order placed by them in the APP. To that end, GLOVO and the PARTNER will be bound by the terms and conditions set out in the Data Processing Agreement (hereinafter, the “DPA”) attached as Annex IV, in which obligations and responsibilities of GLOVO and the PARTNER as data controller and data processor, respectively, are set out. The PARTNER is not entitled to process personal data of GLOVO users for any other purposes than the ones established in the DPA, unless otherwise agreed by the Parties.  

5.9. In order to comply with its obligations under these Terms and Conditions for Partners, the PARTNER and its employees, agents and representatives must fully obey all the applicable local laws relating to the fight against bribery, money laundering and financial terrorism, anti-trust and others that may apply to the activity. Furthermore, it must carry out its activities in accordance with the most stringent principles and ideals of ethics, integrity and good faith, avoiding, both directly and/or through third parties, any involvement in illegal business activities.

In fulfilling its obligations under the Agreement, the PARTNER, its employees, agents and representatives must fully comply with all applicable local laws, in particular, the laws regarding anti-bribery, AML/CFT, antitrust and other applications to the activity. In addition to conducting its activities, in accordance with the strictest concepts and principles of ethics, integrity and good faith, avoiding by itself and/or through third parties, participation in illicit commercial activities. The PARTNER hereby declares to be in compliance with Glovo Third Party Code of Conduct (the “Code”) and declares that it has become aware of its content and guarantees that it will not violate the provisions contained therein. The PARTNER can find the Code and other policies at Glovo Compliance website: https://compliance.glovoapp.com/public/compliance. When requested, the PARTNER undertakes to provide, within a maximum of 30 (thirty) days corroborating documents regarding the lawfulness of the activities in an organised and valid manner, as well as supplementary clarifications about its business for audit purposes, if required. Failure to provide the documents will result in the suspension of the transfer until the actual delivery of the documents requested by Glovo. In case of infringement of the law or the Third Party Code of Conduct GLOVO can terminate the business relationship with the PARTNER without assuming any penalties.

5.10. GLOVO reserves the right to use the parameters it deems convenient for the classification and positioning of the PARTNER within the APP. The main parameters used for the ranking include GLOVO users preferences, partners' performance, among others related to orders performance, pick-up and delivery area, radius and estimated delivery time. GLOVO will notify the PARTNER fifteen (15) days in advance of any substantial change in the aforementioned parameters.

5.11. GLOVO reserves the right to implement sponsored visibility actions, paid by any of its PARTNERs, which may affect the classification and positioning of the PARTNERS within the APP and the parameters referred to above. The said sponsored visibility actions may include, without it being an exhaustive list, actions such as cross-selling actions, targeted sampling, as well as higher or more convenient positioning within the App, all of them in exchange for a certain price. GLOVO will ensure that the said sponsored visibility actions will take place always on a non-discriminatory basis and that they will be compliant with any law applicable, especially on the fields of privacy and consumer protection.

5.12. GLOVO reserves the right to transfer this relationship to any entity directly or indirectly belonging to GLOVO (the GLOVO group companies and subsidiaries). In the event that GLOVO or any GLOVO group company or subsidiary is involved in a merger, consolidation, change of corporate control, substantial assignment of assets, restructuring or liquidation, GLOVO may at its sole discretion transfer or assign this relationship to the related party or any of its affiliates.   

5.13. In the event that the PARTNER has any incident, problem, complaint or claim regarding the services provided by GLOVO, the PARTNER can contact GLOVO free of charge through the WebApp, Manager Portal or any other agreed channel. Once the PARTNER's complaint or claim has been received, an internal complaint handling procedure will be initiated so that the support team can follow up on the case and proceed to study and resolve it. GLOVO assumes the obligation to review the complaint within a reasonable period of time and to communicate the results of the complaint individually and in a simple manner.

5.14. Neither party shall be responsible for the breach of its obligations under these Terms and Conditions for Partners if their execution is delayed or impossible as a result of a Force Majeure Event, provided that the affected party notifies and keeps the other Party informed about the nature, scope, estimated duration and effect of the Force Majeure Event. The affected party will take whatever steps are reasonable and possible to minimise damage or delay to the other party. The following will be understood as "Force Majeure Event": (a) revolt, war, invasions and external hostilities, terrorism, civil war, rebellion, blockades of local communities, revolution, insurrection or coup; (b) earthquake, flood, fire, explosion and any other natural disaster, but excluding normal weather conditions, regardless of severity; (c) strike or labor conflict at the national or regional level, or that affects personnel not hired by the affected party, its Subcontractors (at any level) and suppliers, but that significantly affects a substantial part of the Work; and (d) any action or omission of a local or government authority that affects the licenses, permits, authorizations or approvals required by the Company in its operations; but only to the extent that these events: (i) are beyond the control and will of the party invoking them, (ii) are unavoidable, despite the reasonable diligence of the affected party; and (iii) do not result from the breach by the affected party of its obligations under these Terms and Conditions for Partners, nor due to fault or negligence of the affected party.

6.- JURISDICTION AND APPLICABLE LAW.-

6.1. These Terms and Conditions for Partners shall be governed by the current laws of Uganda. 

6.2. The Parties undertake to reach an amicable agreement in the event of a dispute between them. If this is unsuccessful, the Parties may submit the dispute to a specialist mediator of the Centre for Effective Dispute Resolution (https://cedr.com/p2bmediation/) or the mediation body of the Bar Association of the city where GLOVO has its registered office, jointly appointing the mediator to resolve the dispute. The mediation process shall be conducted in the language of these Partner Terms and Conditions.

6.3. The PARTNER, waiving any jurisdiction that might otherwise apply to it, agrees to submit the resolution of any disputes that may arise in connection with the construction, performance or enforcement of these Terms and Conditions for Partners to the jurisdiction of the courts of Kampala. 

6.4. In the event of a conflict between these Terms and Conditions for Partners and any other conditions, these Terms and Conditions shall prevail unless otherwise agreed in writing.

Annex

Last updated on December 2023

By means of these general terms and conditions of use and legal information (hereinafter, the “Terms and Conditions for Partners”), Glovo Uganda SMC Limited (hereinafter, “GLOVO”) makes the website, with the domain www.glovoapp.com, and the Glovo mobile app (hereinafter, jointly, the APP) available to Partners (hereinafter, the “PARTNER” or the “PARTNERS”). These General Terms and Conditions for Partners apply to each PARTNER’s use of the Platform as well as to all its related sites or sites linked to by GLOVO from www.glovoapp.com (hereinafter, collectively, the “site”). The site belongs to GLOVO. By using the site, you agree to these terms and conditions of use. If you do not agree, please refrain from using it.

For the purposes of these Terms and Conditions for Partners, the following capitalised terms shall have the meanings given to them below:

• Marketplace Services: Technology intermediation for the purpose of making available the products and/or services offered by the PARTNER through the GLOVO APP and their delivery to GLOVO APP users through its own fleet of couriers. Creation of the store profile in the APP, visibility to the millions of users of the APP, sales generation, payment gateway, access to sales reporting and the PARTNER’s operational data, facilitation of business growth.
• MANDATARY Intermediation Services: Technology intermediation for the purpose of making the products and/or services offered by the PARTNER available through the GLOVO APP and delivering them to GLOVO APP users through the independent couriers and/or independent companies who provide their services through the GLOVO APP (“MANDATARY” or “MANDATARIES”).

Company name: Glovo Uganda SMC Limited 

Registered address: 4th Floor, DFCU Towers, Plot 26 Kyadondo Road, Kampala 

Commercial Register registration details: Protocol: 2021/3871, Volume: 46983, Folio: 10, Sheet No.: 537215, Entry No.: 1.

Tax Identification Number (NIF): 1017265563

1.- OBJECT.-

1.1.The common aim of these Terms and Conditions for Partners is to make the products and/or services offered by the PARTNER available through the APP. Through the APP, GLOVO: (a) creation of the store profile in the APP (b) provides technology intermediation in the generation of leads and processing of payments and other services relating to in-store sales and the delivery of products throughout the MANDATARIES; and (c) handles incidents arising in relation to orders. The PARTNER shall be the physical “retailer”, “supplier” or “seller” of all the products and, in the case of Marketplace Services, it shall also be in charge of the delivery services relating to such products. The PARTNER may have various establishments or stores (hereinafter, the “AFFILIATES”), whose details must be provided to GLOVO in advance in order for them to be activated and enabled on the APP. In addition, the PARTNER may have franchisees who, in order to comply with these Terms and Conditions for Partners, must sign the “Franchisee Accession Form” provided in Annex I.

1.2. In relation to PARTNERS who only use the Marketplace Services, GLOVO: 

a) Will not be responsible in any event for the delivery services provided by the PARTNER with its own fleet of couriers, or for the cost, training, insurance, equipment, contracts, labour or tax obligations or any other responsibility of any kind that may be related to, or that may arise from, such fleet, and all such responsibility shall be fully assumed by the PARTNER. 

b) Will act as a payment collection agent appointed by the PARTNER, for the sole purpose of accepting payments on the PARTNER’s behalf through the payment processing feature provided on the APP by an external provider. The PARTNER agrees that payments made to GLOVO (or to an affiliate of GLOVO acting as GLOVO’s agent) shall be considered equivalent to payments made directly to the PARTNER. May appoint the PARTNER as a payment collection agent of the Service Fee (as defined below) directly charged by Glovo to Users in those territories where cash is accepted. 

1.3. In relation to PARTNERS who use the Intermediation Services for MANDATARIES, GLOVO shall, through the APP:

a) Allow companies such as the PARTNER to connect with MANDATARIES (as described in the GLOVO APP General Terms of Use and Contracting for Partners).  

b) It may choose to pay the price of the products in cash at the PARTNER’s store through the MANDATARIES that collect the products. This must be reflected in the relevant invoices and will have no impact on the calculation of the payment for the use of the APP described in Clause 3.1 below.

Each party shall be responsible only for its own employees in connection with the performance of these Terms and Conditions for Partners and with the fulfilment of its own obligations hereunder. 

The relationship arising from these Terms and Conditions for Partners is strictly a business relationship between independent parties, who agree to present themselves to the market as independent operators at all times, avoiding any confusion between the services provided by each of them. Both Parties agree to work together in good faith on certain collaboration-based projects.

2.- TERM AND DURATION OF THE TERMS AND CONDITIONS.-

2.1. The PARTNER undertakes to keep its profile enabled on the APP during the hours stated to GLOVO for TWENTY-FOUR (24) months from the date of acceptance of these Terms and Conditions for Partners, which shall be extended indefinitely for successive periods of the same length.

2.2. If either party wishes to terminate the relationship, it must give the other party at least SIXTY (60) days’ written notice of termination. If the PARTNER fails to give the above-mentioned amount of notice, GLOVO shall charge the PARTNER an additional TEN PERCENT (10%) of the total amount of the transactions carried out through the APP, and it reserves the right to disable the PARTNER’s profile on the website made available by GLOVO to the PARTNER for the management of its profile (hereinafter, the “WebApp”). 

Similarly, breach of any of the obligations set forth in these Terms and Conditions for Partners shall constitute grounds for termination of the relationship unless such breach is rectified within FIFTEEN (15) days following the notification of such breach by the affected non-breaching party, and non-payment by the PARTNER, for two consecutive months, of the fees accrued in GLOVO’s favour pursuant to these Terms and Conditions for Partners shall also constitute grounds for termination of the relationship. GLOVO also reserves the right to restrict, suspend, delete, at any time and for an indefinite period, the PARTNER's products and/or services, and or PARTNERS’ profile on the APP. GLOVO will communicate said decision to the PARTNER fifteen (15) days prior to the final deletion of its profile, together with an explanation of the facts and circumstances that justify it. Unless it obeys to a  legal or regulatory obligation applicable to GLOVO, as well as by the PARTNER's repeated breach of these "Terms and Conditions", GLOVO shall not be obliged to respect the aforementioned notice.  

2.3. If GLOVO wishes to amend/remove a clause or include an additional clause, it must inform the PARTNER in writing by e-mail or through the WebApp or Manager Portal of the amendment at least FIFTEEN (15) calendar days before the date on which it wishes the amendment/removal/inclusion to be included. In the case that the said period expires without the PARTNER having expressed its opposition, the content of the notified modification / deletion / inclusion will be binding on both parties and will remain in force for the duration of the relationship. The continued access or use of the APP by the PARTNER after the entry into force of the modification / deletion / inclusion will be considered as acceptance of the same by the PARTNER.

3.- FINANCIAL CONDITIONS.-

3.1. Payment for the use of the APP and for part of the delivery service provided by the MANDATARIES, if such service has been agreed by the Parties, shall be calculated based on the agreed percentage (%) + VAT, based on the gross sales (products/services + applicable taxes) of products and/or services obtained by the PARTNER as a result of its visibility on the GLOVO APP (hereinafter, the “Contracted Services Fee”). The Parties declare that the percentage for the calculation of the Contracted Services Fee has been freely agreed, on good faith and taking into consideration the conditions and needs of both Parties.  

In addition, if applicable, the PARTNER shall pay the price for the delivery and cash collection services provided by the MANDATARY. In such a case, the PARTNER shall be invoiced for such services directly by the MANDATARY or, in case of express agreement of the Parties, re-invoiced by GLOVO.

The Contracted Services Fee for Marketplace Services shall be calculated: (i) deducting the GLOVO’s own offers; (ii) without deducting customer returns; and (iii) regardless of whether they are successfully delivered.

The PARTNER acknowledges that GLOVO charges users a Service Fee for the use of the Platform in order to continuously improve GLOVO’s overall services, providing them with  a wider selection of vendors and continuously improving users’ experience, among others (hereinafter, the “Service Fee”). 

In relation to the above, and for PARTNERS who use Marketplace Services only, in those territories where cash is accepted, the PARTNER agrees that the amount of cash collected by the PARTNER's own fleet of couriers related to the Service Fee, while using the Platform, will be added to the Contracted Services Fee that the PARTNER pays for the use of said Marketplace Services. Both amounts will be paid to GLOVO.

3.2. The PARTNER: a) designates GLOVO as its payment collection agent for the sole purpose of accepting payments on the PARTNER’s behalf through the payment processing feature provided by a third-party provider on the APP; and b) agrees that payment to GLOVO (or to an affiliate of GLOVO acting as the latter’s agent) shall be considered equivalent to payment made directly to the PARTNER. Under no circumstances will GLOVO act as an intermediary, or be responsible, for any transactions paid in cash.

3.3. The gross sales of the products and/or services offered by the PARTNER and paid in cash shall be paid by the PARTNER to GLOVO within SEVEN (7) calendar days immediately after their accrual. Delay in payment shall give rise to a penalty equivalent to the legal interest rate applicable to the territory at the time of the breach of contract. GLOVO reserves the right to offset, charge or recover directly from the balances held by GLOVO in the PARTNER’s name all those amounts owed to it by the PARTNER that have not been paid within THIRTY (30) calendar days from their date of accrual. 

3.4. GLOVO shall pay the PARTNER for all the sales generated through the APP, minus the Contracted Services Fee and any amounts owed by the PARTNER either directly or indirectly in connection with the use of the APP (hereinafter, the “Amount Payable”) as provided below: i) For the total amount of sales generated minus refunds or any other penalties, from the 1st to the 15th of each month inclusive, GLOVO shall pay the Amount Payable within a maximum of three (3) business days from the 5th of the following month; and ii) For the total amount of sales generated minus refunds from the 16th to the last day of the month inclusive, GLOVO shall pay the Amount Payable within a maximum of three (3) business days from the 20th of the following month.

However, in the event that the PARTNER wishes to receive payments from the sales generated through the APP (minus the Contracted Services Fee) ahead of the standard payment (hereinafter “Advanced Payout”). The PARTNER acknowledges and accepts that it will be charged with a payment fee (“Payment Fee”), determined in the Manager Portal, prior to its acceptance. This Payment Fee is applied on top of the Contracted Services Fee already agreed. At any time the PARTNER may unsubscribe from the Advanced Payout directly from the Manager Portal. The PARTNER acknowledges that if GLOVO considers that there is a risk of fraud (i.e. creation of fake orders) it may deactivate the Advanced Payout to the PARTNER without prior notice. The PARTNER acknowledges that it will not receive the Advanced Payout if it is in a negative balance ( pending invoices towards GLOVO).

3.5. GLOVO may charge with an Activation Fee the PARTNER and each of its AFFILIATES the applicable amount of _______Ugandan Shilling (UGXXX.XX) plus VAT for registering it on the APP. This amount shall be charged in the first invoice issued by it or, if the said sum is not charged in the first invoice, in the following ones until the said amount is charged. In addition, and only where so agreed between the Parties, the PARTNER shall pay GLOVO a monthly amount up to _______ Ugandan Shilling(hereinafter, the “Platform Fee”), which shall be deducted on a fortnightly basis from the total sales made through the APP, in accordance with the same payment process as that described in Clause 3.4.. In the event that the Consumer Price Index (CPI) registers a positive change, GLOVO reserves the right to adjust it in accordance with the CPI rate.

3.6. The “Device" may refer to Devices (with or without printer) supplied by GLOVO, or the phone or tablet “Partner Webapp Application” provided by GLOVO. The PARTNER agrees that GLOVO retains the complete ownership over the Device(s) and/or Partner Webapp Application supplied to the PARTNER by GLOVO, throughout during the validity of this Agreement and after its termination;

GLOVO reserves the full right to provide, upgrade, change, replace or take back the Device or Partner Webapp Application, or other transmission equipment or software, at any time at the sole discretion of GLOVO;

In any event, once the business relationship between the PARTNER and GLOVO has come to an end, the PARTNER will be required to return the device in perfect condition – subject to normal wear and tear arising from a normal and responsible use of the material – within a maximum of FIFTEEN (15) calendar days from the end of the collaboration. If the PARTNER does not return the device upon GLOVO’s requirement, the PARTNER shall assume a SIX HUNDRED TWENTY-FOUR THOUSAND NINE HUNDRED THIRTY-NINE and TWENTY NINE  (624939,29 UGX) penalty;

In the event that the PARTNER purchases the device from GLOVO, the PARTNER becomes the owner of the device and the above penalty and its return won’t be applicable.

4.- THE PARTNER’S OBLIGATIONS.-

4.1 The PARTNER shall be subject to the following obligations: 

a) To provide GLOVO and include in the WebApp and or Manager Portal  all necessary information, for each of its products and/or services in the form requested by GLOVO and their allergy information. The PARTNER undertakes to be solely responsible for providing this information to GLOVO Users and to release GLOVO from any liability that may be incurred by it in respect of any injuries or damage. In any event, the descriptions of such products and/or services appearing on the APP shall always be strictly in accordance with the information provided by the PARTNER. Any discrepancies between the description appearing on the APP and the product and/or service actually offered at the PARTNER’s establishment (such as, for example but without limitation, a difference between the price stated on the APP and the price offered in store) shall be the PARTNER’s responsibility, and the latter must therefore bear any additional cost that may arise therefrom.

b) Partner acknowledges and agrees that in order to be activated on the APP, they must maintain a minimum of 70% of the total photos and descriptions and other required obligations (such as nutritional information) of its products on the menu. The PARTNER undertakes to complete the menu by adding accurate photos and descriptions and other required information of its products on GLOVO's Platform. GLOVO reserves the right to supplement PARTNER's menu in case that the PARTNER hasn't provided them beforehand. 

c) To prepare and supply the orders processed through the GLOVO APP solely and exclusively from its own kitchens or from those that may be made available to it by GLOVO in order to comply with its hygiene and public health obligations set forth in these Terms and Conditions for Partners, as well as to comply with the efficiency and logistics criteria agreed between the Parties. 

d) Complete Annex II “Food Transport Safety” in accordance with any requirements that may apply to the MANDATARY for the transport of the products. In the event that the PARTNER uses its own fleet they shall provide its couriers with a protocol of excellence in food quality and handling so that products are delivered to users in perfect condition and in accordance with the necessary conditions as regards food safety, quality and technical requirements for delivery.

e) The PARTNER undertakes not to make the MANDATARY wait for more than x minutes after its arrival. In the event that the PARTNER surpasses the aforementioned time, GLOVO reserves the right to apply a penalty up to 3200 UGX (plus TAX if applicable). The PARTNER shall have to assume a base charge of 1600 UGX  and a per-minute of 160 UGX/min after the aforementioned time until the order is picked up by the MANDATARY.

f) In the event of incomplete, incorrect delivery or quality issue of any product and/or service for reasons attributable to the PARTNER, the PARTNER will be required to bear the full cost (including tax) corresponding to the price of the incomplete product and/or service plus tax per incomplete product and/or service and a penalty of up to 30% of the value of the products + VAT (which will be charged in the next billing cycle)

g) In the event that the entire order is cancelled for a reason attributable to the PARTNER (e.g. if his store is closed during the specified working hours, if he does not have the products necessary to fully fulfil the order or for any other reason that prevents the PARTNER from preparing the order), the PARTNER may be charged with  a penalty  of 10.000,00 UGX + VAT for each cancelled order (which will be charged in the next billing cycle

h) For any of the previous complaints, the PARTNER may lodge a formal complaint in writing to GLOVO only within one (1) calendar month of becoming aware of any concern related to this clause. GLOVO shall acknowledge receipt of the complaint within ten (10) business days and undertake reasonable efforts to address and resolve the complaint in good faith.

i) To provide a Bank Certificate that guarantees the ownership of the IBAN code and to bear the costs that may arise from providing any false information in relation to such an account number. 

j) The PARTNER shall not facilitate the credentials to any third party not authorised by GLOVO. In the event that the PARTNER decides to contract with a third party integrator or integrated POS system, the PARTNER shall ensure that all operational features should be implemented and developed by the Integrator or the PARTNER.

k) GLOVO may offer and the PARTNER may accept to participate in promotions and actions aimed at fostering the positioning and visibility of the PARTNER in the APP. Those actions will be governed and subject to the conditions agreed between the Parties. GLOVO may  also provide to the PARTNER, Marketing Services (Promotions, Advertising ...), upon PARTNER request and in agreement with GLOVO Terms for that specific service in which GLOVO will deliver the PARTNER the Marketing Services requested. The Marketing Services shall be governed by its own Terms and Conditions available in Manager Portal.  The PARTNER is aware that GLOVO has the right to capture PARTNER telemetry data, namely, User ID, date, time among others from the Self-Service tool for support and technical purposes. 

l) The parties acknowledge that GLOVO may develop additional value-added services, and such services shall be made available on the Manager Portal.

m) To make available to GLOVO a communication channel through, email, SMS and any instant messaging platform including, but not limited to, Whatsapp, as agreed by the Parties. Similarly, the PARTNER undertakes to make available to GLOVO a phone number and an email address as additional communication channels, for the purposes of any kind of communications. This data will not be used for any other purpose. For more information on data processing, the Partner may refer to the Glovo Privacy Policy (Glovo's Legal Terms and Conditions).

n) PARTNER is solely responsible for setting the prices of its products. However, for the sole purpose of avoiding taking undue advantage of the PARTNER's promotional and business development efforts carried out by GLOVO, the PARTNER warrants to GLOVO that the products sold through the GLOVO APP will not be offered to GLOVO users at higher prices than those offered by the PARTNER on its own platform, if applicable (hereinafter referred to as the "Parity Model"). In the event of a breach of this obligation, GLOVO shall be entitled to charge the PARTNER an additional 10% based on the total amount of gross sales of products and/or services obtained by the PARTNER from the use of the GLOVO APP during the period of breach.

o) The PARTNER and the Affiliates shall be eligible to access benefits based on their performance under this Agreement. These benefits may include, but are not limited to, financial incentives, bonuses, or other mutually agreed-upon rewards. Partner and the Affiliates’ performance shall be evaluated periodically, and the criteria for assessing performance shall be based on metrics and key performance indicators (KPIs) outlined in HERE. These metrics and KPIs may be subject to modification from time to time as deemed necessary by GLOVO. GLOVO reserves the right to adjust or modify the benefits based on Partner's performance as determined by the metrics and KPIs at its sole discretion. In the event that Partner consistently fails to meet the agreed-upon performance standards, GLOVO reserves the right to terminate this Agreement with written 15 days prior notice. These KPIs shall be met on an Affiliate basis. In the event that an Affiliate of a Partner does not meet the aforementioned KPI threshold, the consequences shall be applicable to that Affiliate only. 

4.2 With regard to the delivery services conducted by the PARTNER, the said party shall in addition be required:

a) To ensure that the PARTNER’s couriers who are providing the home delivery service: a) have the necessary driving licence; b) have, where appropriate, a current motor vehicle third-party liability insurance policy, as well as an insurance policy covering the transport of goods; c) are provided with minimum safety protection cover by the PARTNER (such as accident insurance); and d) are up to date in the payment of, and compliance with, their tax and social security obligations.

b) Without prejudice to any potential claims between the PARTNER and the carrier, liability for any incident relating to the delivery of an order or to the quality of a product (such as returns, claims or complaints that products are in poor condition, incomplete deliveries or delays) shall lie with the PARTNER.

c) To bill GLOVO users directly for in-person deliveries and sales of products and, where so requested by users, for the products and services requested.

5.- MISCELLANEOUS.-

5.1. By agreeing to these Terms and Conditions, the PARTNER undertakes to have a General Civil Liability insurance policy in place. Such policy shall be drawn up by a recognised insurance company. In addition, it may not be cancelled or materially reduced. Evidence of the insurance required in this document must be provided by the PARTNER at GLOVO’s request. Under no circumstances will the limits of any policy be deemed to limit the PARTNER’s liability under these Terms and Conditions for Partners.

5.2. In the event that the PARTNER directly or indirectly takes any action that could harm or damage GLOVO’s image and reputation (e.g. disclosing information about GLOVO’s business to GLOVO’s competitors or making negative comments about GLOVO, promoting other platforms using the GLOVO brand, such as, for example promotions, flyers and any other commercial communications of any kind in favour of its own or third-party platforms within the orders processed on the GLOVO APP), GLOVO reserves the right to stop applying these Terms and Conditions for Partners as well as the set of agreements concluded with the PARTNER, take legal action and claim damages from the PARTNER. 

5.3. In addition, by agreeing to these Terms and Conditions for Partners, the PARTNER undertakes not to develop or market any applications that are in direct competition with the GLOVO APP during the term of the contractual relationship. This commitment does not prevent the PARTNER from developing or acquiring applications for the exclusive sale of its own products. The PARTNER undertakes not to carry out promotional or marketing activities for its own sales channels through the services provided by GLOVO and, in particular, shall refrain from including promotional material from its own channels such as brochures or flyers in orders placed through the GLOVO APP.

5.4. All brands, domain names, software and other creations that are subject to Industrial and Intellectual Property rights in relation to the APP, including any possible future changes, are the property of GLOVO. The PARTNER undertakes not to register or apply for registration thereof or of any similar ones anywhere, or to alter, modify or cancel them, and it expressly accepts that nothing contained in these Terms and Conditions for Partners grants it any future rights in relation to such rights.

5.5. Save as expressly provided in these Terms and Conditions for Partners or in a subsequent Annex, the PARTNER may not issue a press release or refer to GLOVO in any way in connection with these Terms and Conditions for Partners or in any other way without GLOVO’s prior written consent. 

5.6. For the duration of these Terms and Conditions for Partners, the PARTNER hereby grants GLOVO a royalty-free license, which is non-exclusive, worldwide-valid, as well as the right to use its Intellectual Property, including, but not limited to: copyright,, know-how, trademarks, images, text and, in general, the entire content published on its website (“ IP”) provided by the PARTNER for the purposes of i) executing these Terms and Conditions for Partners and ii) performing marketing activities for its online orders and iii) for any other related purposes. In no case will the above mean that the PARTNER transfers its IP to GLOVO (unless otherwise agreed in a separate Contract). 

The PARTNER declares, warrants and agrees that it holds the ownership of its IP (through a valid property or license), and the PARTNER has the right to license or sublicense the use of such IP to GLOVO for the purposes of these terms and conditions, and it is not aware of any third party violating its IP rights. The PARTNER shall not enter into any subsequent agreements that could restrict GLOVO’s right to use the PARTNER’s IP.

5.7. The PARTNER states that it is aware of, and in compliance with, Ugandan regulations, all the required licences to operate and  the data protection legislation in its own economic activities.

5.8. Either by using Marketplace Services or MANDATARY Intermediation Services, the PARTNER acknowledges that it will process personal data of the users on behalf of GLOVO for the purposes of preparing the products of the order placed by them in the APP. To that end, GLOVO and the PARTNER will be bound by the terms and conditions set out in the Data Processing Agreement (hereinafter, the “DPA”) attached as Annex IV, in which obligations and responsibilities of GLOVO and the PARTNER as data controller and data processor, respectively, are set out. The PARTNER is not entitled to process personal data of GLOVO users for any other purposes than the ones established in the DPA, unless otherwise agreed by the Parties.  

5.9. In order to comply with its obligations under these Terms and Conditions for Partners, the PARTNER and its employees, agents and representatives must fully obey all the applicable local laws relating to the fight against bribery, money laundering and financial terrorism, anti-trust and others that may apply to the activity. Furthermore, it must carry out its activities in accordance with the most stringent principles and ideals of ethics, integrity and good faith, avoiding, both directly and/or through third parties, any involvement in illegal business activities.

In fulfilling its obligations under the Agreement, the PARTNER, its employees, agents and representatives must fully comply with all applicable local laws, in particular, the laws regarding anti-bribery, AML/CFT, antitrust and other applications to the activity. In addition to conducting its activities, in accordance with the strictest concepts and principles of ethics, integrity and good faith, avoiding by itself and/or through third parties, participation in illicit commercial activities. The PARTNER hereby declares to be in compliance with Glovo Third Party Code of Conduct (the “Code”) and declares that it has become aware of its content and guarantees that it will not violate the provisions contained therein. The PARTNER can find the Code and other policies at Glovo Compliance website: https://compliance.glovoapp.com/public/compliance. When requested, the PARTNER undertakes to provide, within a maximum of 30 (thirty) days corroborating documents regarding the lawfulness of the activities in an organised and valid manner, as well as supplementary clarifications about its business for audit purposes, if required. Failure to provide the documents will result in the suspension of the transfer until the actual delivery of the documents requested by Glovo. In case of infringement of the law or the Third Party Code of Conduct GLOVO can terminate the business relationship with the PARTNER without assuming any penalties.

5.10. GLOVO reserves the right to use the parameters it deems convenient for the classification and positioning of the PARTNER within the APP. The main parameters used for the ranking include GLOVO users preferences, partners' performance, among others related to orders performance, pick-up and delivery area, radius and estimated delivery time. GLOVO will notify the PARTNER fifteen (15) days in advance of any substantial change in the aforementioned parameters.

5.11. GLOVO reserves the right to implement sponsored visibility actions, paid by any of its PARTNERs, which may affect the classification and positioning of the PARTNERS within the APP and the parameters referred to above. The said sponsored visibility actions may include, without it being an exhaustive list, actions such as cross-selling actions, targeted sampling, as well as higher or more convenient positioning within the App, all of them in exchange for a certain price. GLOVO will ensure that the said sponsored visibility actions will take place always on a non-discriminatory basis and that they will be compliant with any law applicable, especially on the fields of privacy and consumer protection.

5.12. GLOVO reserves the right to transfer this relationship to any entity directly or indirectly belonging to GLOVO (the GLOVO group companies and subsidiaries). In the event that GLOVO or any GLOVO group company or subsidiary is involved in a merger, consolidation, change of corporate control, substantial assignment of assets, restructuring or liquidation, GLOVO may at its sole discretion transfer or assign this relationship to the related party or any of its affiliates.   

5.13. In the event that the PARTNER has any incident, problem, complaint or claim regarding the services provided by GLOVO, the PARTNER can contact GLOVO free of charge through the WebApp, Manager Portal or any other agreed channel. Once the PARTNER's complaint or claim has been received, an internal complaint handling procedure will be initiated so that the support team can follow up on the case and proceed to study and resolve it. GLOVO assumes the obligation to review the complaint within a reasonable period of time and to communicate the results of the complaint individually and in a simple manner.

5.14. Neither party shall be responsible for the breach of its obligations under these Terms and Conditions for Partners if their execution is delayed or impossible as a result of a Force Majeure Event, provided that the affected party notifies and keeps the other Party informed about the nature, scope, estimated duration and effect of the Force Majeure Event. The affected party will take whatever steps are reasonable and possible to minimise damage or delay to the other party. The following will be understood as "Force Majeure Event": (a) revolt, war, invasions and external hostilities, terrorism, civil war, rebellion, blockades of local communities, revolution, insurrection or coup; (b) earthquake, flood, fire, explosion and any other natural disaster, but excluding normal weather conditions, regardless of severity; (c) strike or labor conflict at the national or regional level, or that affects personnel not hired by the affected party, its Subcontractors (at any level) and suppliers, but that significantly affects a substantial part of the Work; and (d) any action or omission of a local or government authority that affects the licenses, permits, authorizations or approvals required by the Company in its operations; but only to the extent that these events: (i) are beyond the control and will of the party invoking them, (ii) are unavoidable, despite the reasonable diligence of the affected party; and (iii) do not result from the breach by the affected party of its obligations under these Terms and Conditions for Partners, nor due to fault or negligence of the affected party.

6.- JURISDICTION AND APPLICABLE LAW.-

6.1. These Terms and Conditions for Partners shall be governed by the current laws of Uganda. 

6.2. The Parties undertake to reach an amicable agreement in the event of a dispute between them. If this is unsuccessful, the Parties may submit the dispute to a specialist mediator of the Centre for Effective Dispute Resolution (https://cedr.com/p2bmediation/) or the mediation body of the Bar Association of the city where GLOVO has its registered office, jointly appointing the mediator to resolve the dispute. The mediation process shall be conducted in the language of these Partner Terms and Conditions.

6.3. The PARTNER, waiving any jurisdiction that might otherwise apply to it, agrees to submit the resolution of any disputes that may arise in connection with the construction, performance or enforcement of these Terms and Conditions for Partners to the jurisdiction of the courts of Kampala. 

6.4. In the event of a conflict between these Terms and Conditions for Partners and any other conditions, these Terms and Conditions shall prevail unless otherwise agreed in writing.

Annex