YORDAR Supplier Terms & Conditions

1. Recital

●YORDAR is a specialist online corporate service aggregator, that provides an online ordering system that links individuals and businesses with Australia's best corporate caterers, local purveyors, and other corporate service providers.

●SUPPLIER is a corporate caterer, corporate office supplier, local purveyor, and other corporate service providers wishing to supply Service(s) to Customer(s) where Orders are placed and confirmed using the

YORDAR online ordering system.

2. Purpose and intent

The purpose and intention of this agreement is to form a legally binding agreement between the Parties, which defines the key terms and respective responsibilities of each party. This agreement is written in plain English for ease of understanding and interpretation.

3. Period

Effective from date of signature for a period of 12 months.

This agreement will automatically renew at the end of each term for a further term of 12 months unless either party gives the other written notice of termination at least 30 days prior to the end of the relevant term.

4. YORDAR obligations

4.1. YORDAR will make best efforts to ensure:

●The YORDAR online ordering system is available, reliable and functions properly.

●Customer(s) meet their obligations as set out in the terms of use for the YORDAR online ordering system.

5. SUPPLIER obligations

5.1. SUPPLIER warrants the Service to be supplied to the Customer:

●Complies with all relevant government regulations;

●Meets the Customer Order requirements;

●Is of fit and merchantable quality; and

●Is suitably packed and transported to the Delivery Destination

5.2. SUPPLIER is responsible for:

●All costs for transport of the Service to the Delivery Destination for a Customer Order.

●The collection, transportation, picking, packing and dispatch of the Service to the Customer.

● All risks to the Service from the time of an Order until arrival of the Service at the Delivery Destination, such arrival having been confirmed by the Customer

● Items left at Client sites must be collected within a reasonable timeframe (within 24-48 hours)

● The supplier agrees that they are directly responsible for any behaviour of their drivers onsite, including contracted drivers or couriers, and any damage or inappropriate behaviour that may occur onsite.

● Suppliers are responsible for communicating menu updates or changes, including to pricing or ingredients in items. Prices displayed on the YORDAR website will be the cost to the client, if pricing is changed without notification the supplier will be responsible for covering the difference.

● Supplier must make contact with YORDAR prior to late delivery to advise of delays, as well as calling the client listed on the delivery sheet to advise of any changes to their delivery time

● If there is a dispute by the client about the quality of the delivered goods, photographic evidence will be requested from the client to support feedback, and if YORDAR deems that the supplied images do not meet

the reasonable expectations of the suppliers goods, the supplier may be liable for the cost of the affected items. This includes, but is not limited to, if food is damaged in transit, If there are insects in the food or food is contaminated or doesn’t meet serving standards.

● Deliveries that arrive more than 15 minutes later than the selected delivery time by the client will be the suppliers responsibility to cover the cost of the order

● If sufficient contact has been made with YORDAR and the client (in line with the above), but the client is still dissatisfied with their order, you may be liable for 50% of the order value as compensation.

● Repeated delivery errors will have the following outcomes;

● YORDAR will discuss with the supplier reasonable measures to be taken to reduce future errors

with their orders after initial occurrence

● If further errors occur after YORDAR/Supplier discussions, YORDAR will consider removal of

the supplier from the platform

6. Communication and authorized contacts

All communications concerning material aspects of this agreement between the Parties must be in writing (which may include email).

All emails must be acknowledged by return email to the other party to be considered binding.

Communication with the customer must be done directly through YORDAR. any communication initiated by

the client with the supplier directly after a trading relationship has been established through YORDAR and in line with this agreement will be redirected back to YORDAR.

While acting as an agent of YORDAR, the supplier agrees not to share direct contact information with the clients outside of those of YORDAR to initiate direct contact with YORDAR clients. This includes business cards, phone and email contact details and social media.

7. Termination

Either party may terminate this agreement at any time with 1 month written notice.

If a SUPPLIER terminates this agreement without cause before the expiry date, it will be liable to fulfil all outstanding confirmed Orders under their supplier profile.

YORDAR may terminate this agreement with immediate effect should the SUPPLIER breach any of its obligations outlined in this agreement.

8. Payment and payment terms

SUPPLIER will provide an agreed discount to its published prices to YORDAR of % for all Orders supplied using the YORDAR online ordering system.

SUPPLIER may be asked to provide custom discounts for YORDAR clients that are offering large volume orders, this will be discussed case by case with the SUPPLIER.

YORDAR will settle all valid SUPPLIER invoices within 30-45 days of receipt. You will receive a recipient-generated order summary every Monday with the amounts YORDAR has payable to you for orders completed through the platform, payment will be made directly to your nominated bank account automatically (bank details will need to be provided in advance to commencing orders with YORDAR). You will not need to invoice YORDAR for orders, as payment will be made automatically in line with each generated order summary

Supplier will contact accounts@yordar.com.au ONLY in regards to invoicing and payment/payment terms.

9. Post-termination restrictions

During the period of this agreement and for 12 months after termination, neither Party shall entice, induce or encourage an employee to leave or seek to leave his or her position with either Party for the purpose of being involved in a similar or competing business. As a SUPPLIER, you agree not to approach or entice any clients that you commenced work with during your time with YORDAR in a competitive manner.

10. Confidential information

Both Parties must not during the period of this agreement (otherwise than in the proper performance of this agreement) or afterwards use, disclose or communicate to any person, and should use best endeavours to prevent the use, publication or disclosure, of any secret or confidential material or information relating to the business of the other Party. This will include, without limitation, information concerning corporate and marketing strategy, business

development, business methods, plans, policies, research results, financial reports, software technology, database systems, current or planned transactions, hardware research and development, software development, manufacturing arrangements, names of clients, suppliers, employees and terms of business or employment, whether such information is documented or stored electronically or by any other medium and whether or not the Party owes a duty of confidentiality to any third party with respect to such information. This clause will not cover or

prevent each Party using or disclosing information if ordered to do so by a court of law or otherwise required by law or if authorised by the other Party or if such information has become public knowledge other than through unauthorised disclosure.

Please be aware that permission is required before undertaking any photography, social media use, documentation or self promotion in relation to work completed with YORDAR clients due to Non Disclosure Agreements held with our clients.

11. Intellectual property

Each Party shall treat as confidential and proprietary to the other Party all know-how, goodwill or information of the other Party, including all data, concepts, ideas, developments, programs, methods, practices and techniques relating to the present or future activities or products or services of the other Party, whether or not patentable or conceived,and any trademark, design, copyright or other intellectual property rights.

12. Liability

YORDAR AND ITS CONTRACTORS WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL

SPECIAL OR INCIDENTAL LOSS OR DAMAGES, OR FOR ANY DAMAGES FOR LOST PROFITS OR

REVENUES, LOSS OF OR LOSS OF USE OF DATA OR BUSINESS INTERRUPTION, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) UNDER STATUTE, STRICT LIABILITY OR OTHERWISE.

13. Governing law

This agreement is governed by and shall be construed in accordance with the laws of New South Wales.

14. Definitions

In this Agreement:

“Customer” means a customer who has placed an Order for a Service using the YORDAR on-line ordering system.

“Delivery Destination” means a delivery address within Australia nominated by a Customer in an Order for a

Service using the YORDAR on-line ordering system.

“Party” means one or other of the parties to this agreement as dictated by the context.

“Parties” means both of the parties to this agreement.

“Order” means a confirmed order for a Service by a Customer using the YORDAR on-line ordering system.

“Service” means a product or service offered to a Customer by a SUPPLIER using the YORDAR on-line ordering

system