Service Terms and Conditions Agreement

BEFORE YOU USE THE ALLRIDI LIMITED PLATFORM PLEASE READ THE TERMS AND CONDITIONS CAREFULLY. THE TERMS AND CONDITIONS (“AGREEMENT”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND ALLRIDI LIMITED (“ALLRIDI FULFILMENT,” “WE,” “US,” OR “OUR”).

1. Acceptance of this Agreement

The Company provides an on-demand delivery connection, using web-based technology that connects You “Merchant” to your consumers via our independent delivery Contractors “Driver”. The Company’s platform permits Merchants to place Fulfilment Requests for food and/or other goods to various consumers and businesses throughout Trinidad. Once such requests are made, the Company’s software notifies Driver that a fulfilment opportunity is available and the software facilitates completion of the delivery to the consumer. Merchant and allRiDi agree they are independent businesses whose relationship is governed by the registration, these Terms, and any applicable terms between the Parties. Nothing in the Parties’ agreements, relationship or transactions shall create or be construed as creating an agency, partnership, fiduciary or joint venture relationship between allRiDi and Merchant (or Merchant’s employees, representatives or locations), allRiDi and Driver or allRiDi and Customers. Except as expressly set forth in the registration, these Terms, and any applicable terms between the Parties, each Party shall be responsible for its own expenses, profits and losses.

MODIFICATIONS: We may make changes to these Terms from time to time. We may notify you of such changes by any reasonable means, including by posting the revised version of these Terms on the App. You can determine when we last changed these Terms by referring to the ‘LAST UPDATED’ statement above. In addition to this, the Terms will also be updated and dated on the website.

BY EXECUTING THE REGISTRATION WITH ALLRIDI LIMITED OR USING THE PLATFORM, YOU, ANY ENTITIES THAT YOU REPRESENT AND ALL OF YOUR PARTICIPATING STORE LOCATIONS (“YOU” OR “MERCHANT”) AGREE TO BE BOUND BY THESE TERMS IN ADDITION TO THE TERMS ON REGISTRATION.

2. allRiDi Fulfilment and Merchant Core Responsibilities

For Merchants that have agreed to participate in the allRiDi Fulfilment service, allRiDi and Merchant shall have the following responsibilities during the Fulfilment Term:

a. allRidi Core Responsibilities. allRiDi will, in a timely manner:

i. Accept delivery request from Merchants;

ii. Forward each Fulfilment Request to a Driver, so that the Driver can pick up the applicable Merchant Product(s) from the Merchant Store to deliver to the Customer.

iii. Monitor all Driver from the point of pick up to the point of drop off of all Fulfilment Request.

b. Merchant Core Responsibilities. Merchant will, in a timely manner:

i. Notify all Merchant store staff members of the relationship with allRiDi immediately upon execution of this Agreement;

ii. Prepare the Merchant Products for each Fulfilment Request for pickup by a Driver at the designated time;

iii. All packages must contain the following details ‘customer’s name, customer’s phone number, customer‘s delivery address and special instruction if applicable, product description, weight and dimensions’ to make them suitable for transportation and in compliance with the requirements of these Terms and Conditions and applicable law.

iv. Notify allRiDi of its days and hours of operation, and remain open for business on allRiDi the same days and hours of operation as Merchant’s in-store business; notify allRiDi of any changes to Merchant’s hours of operations on holidays; and notify allRiDi if Merchant closes earlier than Merchant’s standard hours of operation or plans to close earlier than Merchant’s standard hours of operation;

v. Make all payments to allRiDi upon Fulfilment approval in accord with the Parties’ agreements and Rate Sheet (in each case, as may be adjusted by allRiDi as required by any applicable statute, regulation, executive order, or other legal requirement that is either temporary or permanent in nature).

 

3. Fulfilment Operating Procedures.

For Merchant that have agreed to participate in allRiDi Fulfilment shall have the following responsibilities during the Fulfilment Term:

i. Order Placement. Merchant is required to submit a Fulfilment Request to allRiDi’s Support chat for maximum of three (3) deliveries or email support@allridi.com when in excess of three (3) deliveries.

ii. Hours of Operation. The pickup and dropoff of deliveries will be scheduled to take place during allRiDi’s standard hours of availability and within regulated hours of operation by authorities.

iii. Cancellations. Fulfilment Fees paid for any Fulfilment Requests cancelled after payment for Later delivery are non-refundable. If any Fulfilment Request cancelled after a Driver has accepted a delivery opportunity will be 50% refundable.

iv. Notification. Merchant agrees to notify all staff members in Merchant Stores of Merchant’s relationship with allRiDi prior to submitting any delivery requests to allRiDi.

vi. Maximum Waiting Time. Merchants are allowed a maximum of ten (10) minutes free waiting time by each driver per Fulfilment collection. Should a Merchant desire an extended period, a waiting fee of TT $1.00 per minute will be charged to the Merchant. Waiting time starts from the arrival of a Driver at a Fulfilment collection or delivery location and ends at the beginning of the Fulfilment collection or delivery transaction and does not include delays caused by allRiDi’s.

 

4. Conditions for Fulfilment

i. Prohibited Goods. Shipments must not contain goods which are prohibited by the laws of Trinidad and Tobago for carriage coast-wise, or any item which may endanger human or animal life or which might otherwise spoil or damage other goods being transported by allRiDi, such as, but not limited to:

• Ammunition
• Alcohol and Tobacco above specified quantities
• Bodily fluids and tissue
• Corpses
• Human remains
• Acids and other Corrosive Chemicals
• Narcotics
• Firearms

ii. allRiDi will only accept shipments over 30lbs and longer than 4 feet, wider than 3 feet and taller than 4 feet for Fulfilment, once it meets all requirements and allRiDi is notified at least 24 hours in advance.

iii. allRiDi reserves the right to delay Carriage of shipments and agrees that should this occur; both the Merchant and Customer will be notified.

 

5. Refunds and Re-Orders.

Refunds and re-orders will be addressed as follows:

Merchant acknowledges and agrees that allRiDi shall be responsible only for facilitating the delivery of Merchant Product(s) to Customers. Merchant shall be solely responsible for any customer complaints regarding Merchant Product(s), including without limitation, complaints regarding the nature, quality, content, number, or packaging of Merchant Product(s). Merchant agrees not to refer any Customer complaints directly to allRiDi. Any complaints regarding the timeliness or quality of a Driver’s delivery service shall be reported by Merchant to allRiDi.

6. Fulfilment Request.

Merchants are required to complete the Fulfilment Request Form provided by allRiDi via our website https://www.allridi.com/af

7. Payment and Charges.

Payment and fees shall be addressed as follows:

a. Merchant will pay allRiDi a fee per Fulfilment Request in accordance with the Parties’ agreements and Rate Sheet. Merchant shall be responsible for all taxes, duties, and other governmental charges on the sale of Merchant Products and for remitting such taxes, duties, and other governmental charges to the appropriate authorities. As agreed by the parties, payment of all fees under this Section 6(a) shall be as follows: (i) Merchant shall pay the fees by credit card or ACH at the time of ordering, or (ii) allRiDi shall invoice Merchant on a per order basis and Merchant shall pay the invoice upon approval of the Fulfilment Request. If any fee is not paid in full by the due period, allRiDi may assess interest of five percent (5%) per month on the unpaid amount for the period beginning on the Payment Date and ending on the date that the amount is paid in full. The amount of interest to be paid shall not exceed the maximum rate under applicable law.

b. Merchant agrees that Merchant holds title to the goods or products that Merchant provides through the Platform until the goods are picked up from Merchant, and that title passes from the Merchant to the Customer upon pickup at the Merchant’s location. Merchant agrees that neither the Driver or allRiDi holds title to or acquires any ownership interest in any goods or products that Merchant prepares or provides through the Platform.

c. The Company does not use any of the Charges for “tips” or “gratuities” to the Driver unless expressly set out in the Apps or Terms. You are free to provide additional payment as a gratuity to the Driver who provided you with the Transportation Service. However, you are under no obligation to do so. Gratuities are voluntary.

 

Adjustments to Charges

i. The Company reserves the right at its sole discretion to remove or adjust (whether temporarily or otherwise) all Charges for any of the Services, including the Fulfilment Services obtained by you through your use of the Platform.

ii. While the Company will use reasonable commercial efforts to inform you of discounts, Promo Codes, surges, hikes and adjustments to Charges, you agree to pay all Charges incurred under your Account, whether or not you have advance notice of the foregoing.

iii. The aforementioned discounts and Promo Codes unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you.

8. Merchant Content and Trademark.

During the Marketplace Term Merchant grants to allRiDi a royalty-free, non-exclusive, limited, revocable, non-transferable, non-sublicensable right and license to use and display the Merchant Content in the provision of services to Merchant, including listing Merchant as a merchant on the allRiDi Platform, referencing Merchant as a allRiDi partner, and to promote allRiDi’s services. As used herein, “Merchant Content” includes, without limitation, photographs (either provided by Merchant or on Merchant’s website), trademarks, logos and other materials provided by Merchant to allRiDi.

 

9. Confidential Information.

a. The term “Confidential Information” shall mean any confidential or proprietary business, technical or financial information or materials of a party (“Disclosing Party”) provided to the other party (“Receiving Party”) in connection with this Agreement, whether orally or in physical form, and shall include the terms of this Agreement. Without limiting the foregoing, allRiDi Data is the Confidential Information of allRiDi.

b. Confidential Information does not include information that: (i) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed to the Receiving Party in connection with this Agreement; (ii) was or becomes public domain other than by the fault of the Receiving Party; (iii) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not at the time under any obligation to maintain its confidentiality; or (iv) the Receiving Party can demonstrate by documentary records was independently developed by the Receiving Party without access to, use of or reference to any Confidential Information.

c. The Receiving Party shall: (i) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations in accordance with this Agreement; (ii) except subject to its compliance with Section 9(d), not disclose or permit access to Confidential Information other than to its or any of its employees, officers, directors, consultants, agents, independent contractors, service providers, subcontractors and legal advisors (“Representatives”) who need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement, and prior to any such disclosure are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section; and (iii) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its most/similarly sensitive information and in no event less than a reasonable degree of care.

d. If the Receiving Party is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall promptly notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 9(c) and provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole expense, in opposing or seeking protective limitations on disclosure.

 

10. Data Privacy and Security.

Compilation and use of your personal data relating to the Services is set out in the Privacy Policy section of the Website at [ www.allridi.com/privacy ].

11. Termination.

Merchant may terminate this Agreement for any reason at any time upon seven (7) days prior written notice. allRiDi may terminate this Agreement or any promotion under this Agreement for any reason at any time upon written notice. Email shall suffice for written notice. Neither Merchant nor allRiDi will be required to pay any fee in connection with a termination by either party, or be liable to the other as a result of termination of this Agreement for any damages, for the loss of goodwill, prospective profits or anticipated income, or for any expenditures, investments, leases or commitments made by either Merchant or allRiDi.

12. Representations and Warranties; Additional Responsibilities; Warranty Disclaimer.

1. The Services are provided “as is” and “as available.” The Company disclaims all representations and warranties, express, implied, or statutory, not expressly set out in these Terms, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

2. In addition, the Company makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, availability of the Services including the Fulfilment Services. The Company makes no representation, warranty, or guarantee that the services will be uninterrupted or error-free.

3. While the Company uses best commercial efforts to negotiate with Drivers the latter should comply with all applicable laws in its operations and uphold high standards of quality service, the Company does not guarantee the quality, suitability, safety or ability of the Drivers. You agree that the entire risk arising out of your use of the Platform, and any service or good requested in connection therewith including the Fulfilment Services, remains solely with you, to the maximum extent permitted under applicable law.

4. Merchant further represents, warrants and agrees that (i) it will comply with all applicable laws, rules, standards and regulations relating to licenses, health, food packaging and accessory items, and food safety and sanitation, (ii) it will not include any age-restricted products (including but not limited to alcohol and tobacco) Fulfilment Request of any age-restricted products through the allRiDi Platform without first seeking approval with allRiDi memorializing sale and delivery of such products in compliance with the laws of the applicable state in which such products will be sold, (iii) it will not disclose any information related to a Driver Partner or a Customer to a third party (except as required to comply with law or pursuant to a court order).

5. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALLRIDI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE ALLRIDI PLATFORM, THE DELIVERY API, SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, SATISFACTORY QUALITY OR RESULTS, OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Merchant acknowledges that the operation of the Platform may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and allRiDi shall not be responsible to Merchant or others for any such interruptions, errors, or problems or an outright discontinuance of the Platform nor for any guarantee of results with respect to the allRiDi services or Platform. Both Parties acknowledge that neither party has any expectation or has received any assurances for future business or that any investment by a party will be recovered or recouped or that such party will obtain any anticipated amount of profits by virtue of this Agreement.

13. Indemnification.

You agree to indemnify and hold the Company and its affiliates and their officers, directors, employees, servants and agents and contractors harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with:

i. Your use of the Services, App or Transportation Services;
ii. Your breach or violation of any of these Terms;
iii. The Company’s use of your User Data; or
iv. Your violation of the rights of any third party, including Third Party Providers and Drivers.

14. Limitation of Liability.

EXCEPT WITH RESPECT TO DAMAGES ARISING FROM VIOLATIONS OF LAW OR WILFUL MISCONDUCT, UNPAID AMOUNTS OWED TO ALLRIDI BY MERCHANT IN EXCESS OF THE BELOW LIMIT, AND AMOUNTS PAYABLE TO THIRD PARTIES UNDER SECTION 14 (INDEMNIFICATION), TO THE EXTENT PERMITTED BY APPLICABLE LAW, (I) NEITHER PARTY WILL BE LIABLE TO THE OTHER UNDER THIS AGREEMENT, FOR INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUES, HARM TO GOODWILL, OR THE COSTS FOR PROCURING REPLACEMENT SERVICES, WHETHER BASED ON TORT, CONTRACT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (II) EACH PARTY’S MAXIMUM AGGREGATE LIABILITIES RELATED TO OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY ONE PARTY TO THE OTHER PARTY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

15. Dispute Resolution.

PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH ALLRIDI AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION 16 OF THIS AGREEMENT SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT”.

1. All disputes you raise with Company including but not limited to the Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or your access to or use of the Services or App shall be resolved on an individual basis first through Mediation governed by the Mediation Act Chap: 5:02

2. Should the dispute remain unresolved after Mediation the Parties agree to submit to arbitration, governed by the Arbitration Act Chap:5:01 of the Territory and such decision of arbitration shall be binding and final.

3. The Parties shall mutually agree to one arbitrator from the Dispute Resolution Centre to hear and determine the dispute. If the parties cannot agree on the arbitrator within one week of delivery of the written demand for arbitration by a party, the Dispute Resolution Centre shall appoint one and the Parties agree to be bound by the decision of the Dispute Resolution Centre.

4. The parties may mutually select a venue (for cost savings purposes) subject to agreement by the selected arbitrator.

16. Communications from allRiDi.

Merchant agrees to accept and receive communications from allRiDi and/or Driver Partners, including via email, text message, calls, and push notifications to the cellular telephone number Merchant provides to allRiDi.

17. Attorneys’ Fees.

In any legal action to enforce the terms of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable attorneys’ fees and costs from the other party.

18. General Provisions.

As set forth on the registration between Merchant and allRiDi, the registration and these Terms constitute an integrated Agreement between the parties, which supersedes all prior agreements and communications of the parties, oral or written, with respect to the subject matter hereof. The rights and obligations set forth in these Terms, which by their nature should, or by their express terms do, survive or extend beyond the termination or expiration of these Terms shall so survive and extend. This Agreement is governed by and interpreted in accordance with the laws of Trinidad and Tobago without regard to the conflicts of laws principles thereof. Merchant agrees that, except as set forth above in Section 16 (“Dispute Resolution”), the parties hereby consent to exclusive jurisdiction in the courts of the Merchant’s location. Merchant may not assign this Agreement in whole or in part without allRiDi’s prior written consent. allRiDi may freely assign this Agreement. This Agreement is binding upon, and inures to the benefit of, the employees, representatives, agents, affiliates, franchisors, franchisees, and permitted successors and assigns of each party, but shall not confer any rights or remedies upon any third party. All notices, requests, consents and other communications under the Parties’ agreements must be in writing, and delivered by overnight courier to the addresses set forth on the registration (or any updated address properly noticed hereunder). allRiDi’s address is 503 Emerald Plaza, Eastern Main Road, St. Augustine, Trinidad. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained here.