General Terms and Conditions

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”), Glovoapp Nigeria 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: Glovoapp Nigeria Limited

Registered address: Suite 416, 4th Floor, Adamawa Plaza Plot 1099 1st Avenue, Off Shehu Shagari Way, Central Business District, FCT, Abuja.

Commercial Register registration details: 1793222

Tax Identification Number (NIF): 23916307

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. GLOVO may charge the fee for this service, as defined in clause 3 of these Terms & Conditions. 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 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. 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, the Payment 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 7500 Naira 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 ONE HUNDRED FORTY-EIGHT THOUSAND EIGHT HUNDRED AND FIVE (₦148805) 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 260 ₦ (plus TAX if applicable). The PARTNER shall have to assume a base charge of 130 ₦ and a per-minute of 13₦/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 5% 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) , PARTNER will pay a penalty of ONE THOUSAND FIVE HUNDREDS (1500) ₦ + 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.

o) The PARTNER 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's 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 to Partner.

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, Nigerian 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 Nigeria.

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 Abuja.

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

General Terms and Conditions

Last updated on December 2023

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: Glovoapp Nigeria Limited

Registered address: Suite 416, 4th Floor, Adamawa Plaza Plot 1099 1st Avenue, Off Shehu Shagari Way, Central Business District, FCT, Abuja.

Commercial Register registration details: 1793222

Tax Identification Number (NIF): 23916307

1.- OBJECT.-

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

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).

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.

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

3.- FINANCIAL CONDITIONS.-

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).

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:

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.

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

n) PARTNER is solely responsible for setting the prices of its products.

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

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.-

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

6.- JURISDICTION AND APPLICABLE LAW.-

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

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