As of 1 March 2021
The company identified within this sign-up page (“Company”) hereby accepts and agrees to this Uber Eats for Business Product Addendum (“Product Addendum”) to the Uber for Business General Terms and Conditions (“General Terms”) which constitutes a legally binding agreement by and between Company and Uber Pacific Pty Ltd, an Australian company registered in New South Wales (ABN 96 622 366 116), registered at PKF Lawler, Level 8, 1 O’Connell Street, Sydney NSW 2000, Australia (“Uber”). Capitalised terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the General Terms. In the event of any conflict between the terms of the General Terms and this Product Addendum, the terms of this Product Addendum shall govern. This Product Addendum sets forth the terms under which a Company may utilise the Dashboard to enable U4B Eats. Company’s use of U4B Eats is subject to this Product Addendum, as may be modified or updated as set forth in the General Terms.
1. Definitions. The following terms, as may be used only in this Product Addendum, shall have the meanings set forth below: “Provisioning Tool” means the technology that utilises Linking Data to authorise Authorised Users to establish an Enterprise Profile. “U4B Eats” means the Uber for Business product that enables Company’s employees with an Uber Eats Account to, among other things, request the purchase and (if applicable) delivery of items via the Uber Eats Service, which Company can manage through the Dashboard. “Uber Eats Account” means an Uber account in which the owner of the account has (i) installed the Uber Eats App on a compatible mobile device; (ii) registered for and currently maintains an active personal user account for the Uber Eats Service, which requires the entry of certain personally identifiable information and a personal credit card number; (iii) currently complies with the End User Terms; and (iv) confirmed the mobile number provided during the registration process. “Uber Eats Service” means a technology service provided by Uber and its Affiliates that, when used in conjunction with the Uber Eats App enables users to request the purchase of items from independent third party providers and (if applicable) delivery services from an Uber Affiliate or independent third party provider (as applicable), as described in the End User Terms.
2. Provision of Services
2.1. Access to Services. Upon execution of this Product Addendum, Uber will use commercially reasonable efforts to enable Company to access U4B Eats via the Dashboard. In addition to the Dashboard features described in section 4 of the General Terms, the Dashboard will enable Company to (a) view a current list of all Authorised Users who have been authorised to establish, and Authorised Users who have established their Enterprise Profiles; (b) utilise the Provisioning Tool to add Linking Data to maintain an up-to-date list of Authorised Users; (c) add and remove Authorised Users; (d) view order information and prepare and review activity reports using such order information; and (e) disable any or all current Authorised Users from their Enterprise Profile. Company may permit Authorised Users with an Uber Eats Account to establish a billing option within their Uber Eats Account (an “Enterprise Profile”) that will allow Authorised Users to bill item purchases and delivery costs incurred via U4B Eats to one of the following options: (i) a central Company corporate payment card; (ii) a Company-issued individual payment card; (iii) a personal payment card or; (iv) in Uber’s sole discretion, Monthly Billing. User Charges and any Service Fees, if applicable, that are incurred on such Enterprise Profiles will be transmitted to Company via the Dashboard in accordance with the terms and conditions of this Product Addendum and the General Terms.
2.2. Uber Eats Account Required. (a) Uber Eats Account. In addition to all Company obligations regarding Authorised Users in the General Terms, Company further acknowledges and agrees that in order for an individual to be considered an Authorised User under this Product Addendum, such individual must have an Uber Eats Account at all times in which they intend to use U4B Eats. (b) Violations. Company acknowledges that certain Authorised Users may be suspended or banned from use of the Uber Eats Service due to future or past violations of the End User Terms (“Violations”), and that Uber shall have no obligation or liability related to a proposed Authorised User that is unable to obtain or maintain an Uber Eats Account due to Violations. In the event that an Authorised User’s Uber Eats Account is suspended or terminated pursuant to the End User Terms, such Authorised User’s access to the Enterprise Profile shall also be suspended. Furthermore, Uber reserves the right to immediately suspend any or all access to the Enterprise Profile of any Authorised User that has an invalid payment card on their Enterprise Profile, or a rejected Company payment card transaction that was initiated through their Enterprise Profile.
2.3. Enterprise Profile Linking. (a) Linking Mechanics. To enable a proposed Authorised User to securely establish an Enterprise Profile, Company must provide Uber with such Authorised User’s: (i) full name; (ii) Company-issued email address; and (iii) other information the parties may mutually agree upon (“Linking Data”), which is necessary for authentication and verification purposes. Upon establishing an Enterprise Profile linked to an Uber Eats Account, such Authorised User shall be provided the option to apply User Charges to either (x) such Authorised User’s personal profile; or (y) the Authorised User’s Enterprise Profile. (b) Accuracy. Company shall ensure that Linking Data is accurate and complete, and Uber shall not be liable to Company, an Authorised User, a proposed Authorised User or any other party with respect to inaccurate or incomplete Linking Data supplied by Company. (c) Unlinking. An Authorised User’s Enterprise Profile may be unlinked from any such Uber Eats Account at any time by (i) Company unlinking such Authorised User through the Dashboard; or (ii) the Authorised User deleting the Enterprise Profile option from his or her Uber Eats Account. (d) Restrictions. Company agrees to use the Corporate Account and shall cause each Authorised User to use their Enterprise Profile solely as set forth in this Product Addendum, the General Terms, and the End User Terms.
2.4. Responsibility for User Activity. Uber reserves the right to suspend participation in U4B Eats and/or Uber for Business to Company and/or any Authorised Users for violations of this Product Addendum, the General Terms or the End User Terms. In the event that an Authorised User’s Uber Eats Account is suspended or terminated pursuant to the End User Terms, such Authorised User’s access to U4B Eats and/or Uber for Business shall also be suspended.
3. Fees and Payments
3.1. Service Fee. Company will pay a monthly fee for the use of U4B Eats (a “Service Fee”), which shall equal the amount set forth during the account creation or as otherwise assessed by Uber after providing at least thirty (30) days’ prior written notice of such fee to Company.
3.2. User Charges. All User Charges shall be paid in the ordinary course of the Uber Eats Service through the payment card associated with the applicable Enterprise Profile, unless Company participates in Monthly Billing, in which case Company shall pay such User Charges in accordance with section 5 of the General Terms.
3.3. Billing Options. (a) Pursuant to section 5 of the General Terms, Uber may, in its sole discretion, elect to qualify Company to participate in Monthly Billing. (b) If Company does not participate in Monthly Billing (i) User Charges incurred through Enterprise Profiles shall be paid in the ordinary course of business, as stated above in section 3.2; and (ii) Uber shall charge Company for Service Fees incurred during each calendar month of the Term in which Monthly Billing was not utilised (each a “Service Fee Invoice”). All fees under each Service Fee Invoice shall become due and payable upon the issuance of such Service Fee Invoice.
3.4. Account Suspension. Uber reserves the right to immediately suspend Company’s Corporate Account and suspend any or all access to an Enterprise Profile by all Authorised Users for U4B Eats in the event of any unpaid Service Fees or User Charges by Company due on any past Monthly Statements. Uber further reserves the right to pursue any and all remedies available to it under applicable law, including reporting Company to applicable credit reporting agencies, in the event of any unpaid Service Fees or User Charges hereunder. Re-establishing a Company Corporate Account after full payment of late Service Fees or User Charges shall be at Uber’s sole discretion.
4. Privacy and Data Security
4.1. Lawfulness. Company acknowledges that the linking process described in section 2.3, above, requires a verification email to be sent to each Authorised User using the Linking Data, and Company agrees, where necessary, to have a legal basis for such Processing and inform the Authorised Users. Company consents to Uber emailing such Authorised Users for the purpose of linking and establishing the Enterprise Profile within the Authorised Users’ Uber Eats Account.
4.2. Data Restrictions. Uber agrees to only Process the Linking Data for the purposes described in this Product Addendum.
4.3. Security. Uber shall promptly notify Company in the event that Uber learns or has reason to believe that an Information Security Incident has occurred in relation to the Linking Data. The notification will include at least (i) the nature of the breach of security measures; (ii) the types of potentially compromised Linking Data; (iii) the duration and expected consequences of the Information Security Incident; and (iv) any mitigation or remediation measures taken or planned in response to the Information Security Incident. Upon any such discovery, Uber will (a) take all reasonable steps to investigate, remediate, and mitigate the effects of the Information Security Incident, and (b) provide Company with assurances reasonably satisfactory to Company that such Information Security Incident will not recur. Additionally, if and to the extent any Information Security Breach occurs as a result of an act or omission of Uber, and if Company determines that notices (whether in Uber’s or Company’s name) or other remedial measures are warranted, Uber will, at Company’s request and at Uber’s cost and expense, undertake the aforementioned remedial actions.
4.4. Damages. Damages arising from Company’s breach of this ‘Privacy and Data Security’ section shall not be subject to the limits of liability set forth in the General Terms.
5. Effect of Termination. All outstanding payment obligations and sections 3, 5-6 shall survive the termination of this Product Addendum.
6. Warranty. In addition to the warranties set forth in the General Terms, Company represents and warrants that (a) Company has all rights and permissions necessary to provide Uber with the Linking Data and any other information provided to Uber hereunder in connection with the Uber Eats Service; (b) Company has obtained legally-adequate consent from proposed Authorised Users and Authorised Users as necessary to provide Uber with any personally identifiable information in connection with the Uber Eats Service; (c) Company has notified, and obtained legally adequate consent from, proposed Authorised Users and Authorised Users that Uber will provide Company with detailed trip information for the use of the Uber Eats Service charged to Authorised User’s Enterprise Profile.
7. Special Terms. If at any time before 1 March 2021 (the Change Date), Uber and Company have agreed to any special terms or changes to the General Terms or this Product Addendum, then notwithstanding anything else in the General Terms or this Product Addendum, the following provisions will apply:
7.1 Definitions. The following terms shall have the meaning set forth below:
“End User Terms” means the Uber B.V. - Terms and Conditions and, where applicable, the Portier Pacific Pty Ltd - Terms and Conditions for Uber Delivery, available at www.uber.com/legal/en, as may be updated from time to time.
“Uber Service” means a technology service provided by Uber and its Affiliates that, when used in conjunction with the Uber App, Uber Eats App or Dashboard (as applicable) enables users to request ground transportation services or request the purchase of items from independent third party providers and (if applicable) delivery services from an Uber Affiliate or independent third party provider (as applicable), as described in the End User Terms.
“User Charges” means charges incurred by Authorised Users or Administrators to independent third party providers or certain Uber Affiliate, as may be the case, for transportation services, delivery services or items that are obtained through the use of the Uber Service, (including any applicable tolls, foreign transaction fees, taxes, and any other fees or charges that may be due for a particular use of the Uber Service) and are authorised by the Company to be paid on behalf of an Authorised User or Administrator through the Company Account.
7.2. Disclaimer. CERTAIN LEGISLATION, INCLUDING THE AUSTRALIAN CONSUMER LAW MAY IMPLY WARRANTIES OR CONDITIONS OR IMPOSE OBLIGATIONS WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED EXCEPT TO A LIMITED EXTENT. THESE TERMS MUST IN ALL CASES BE READ SUBJECT TO THESE STATUTORY PROVISIONS. Notwithstanding anything set out in section 9.3 (Disclaimer) of the General Terms, Company acknowledges and agrees that: certain Uber Affiliate may provide delivery services, where set out in applicable End User Terms, in accordance with and subject to those End User Terms. Except to the extent inconsistent with this section 7.2, section 9.3 (Disclaimer) of the General Terms continues to apply to the Agreement.
7.3. No other changes. Other than as expressly set out in this section 7, and unless Uber and Company agree otherwise in writing, all special terms or changes agreed between Uber and Company in the General Terms continue to apply after the Change Date.
