Privacy Policy

These General Terms, in conjunction with the Partner Service Level Agreement, are an integral part of the Agreement and shall apply to any relationship between TalazoMart and the Partner related to the use of the TalazoMart Vendor Platform

By signing up in the TalazoMart Partner app or website, the Partner agrees to the application and content of these General Terms and is informed about the processing of their personal data disclosed during registration and use of TalazoMart app on the conditions set out in these General Terms. Should you have any questions or concerns relating to these Terms of Service, or you can contact us at support@talazomarket.com for account deletion or go to your profile and delete your account instantly from our app.

Location data collected during use of our services:

• Delivery person location data:We collect drivers and delivery persons location data for Talazo driver app to set up rides and deliveries,this data also helps in detecting any fraud and satisfying legal requirements. Location data helps to improve pick-ups and facilitate deliveries. Talazo App collects this data when the the app is running in the foreground (app open and on-screen) or background (app open but not on-screen) of their mobile device.
• Delivery Location data:We collect location data to improve pick-ups and facilitate deliveries. This location data also enables safety features, and prevent and detect fraud.

How we collect the location data?

We collect such data from users’ mobile devices if they enable us to do so. Talazo app collects such data from the time a ride or delivery is requested until it is finished (and may indicate such collection via an icon or notification on your mobile device depending on your device’s operating system), and any time the app is running in the foreground (app open and on-screen) of their mobile device.

Riders and delivery person may use the Talazo driver app to collect precise location data from their mobile devices. However, this may affect features in the Talazo App. For example, a user who has not enabled location data collection will have to manually enter their pick-up address. In addition, the location data collected from a driver during a trip will be linked to the rider’s account, even if the rider has not enabled location data to be collected from their device, including for purposes of receipt generation, customer support, raud detection, insurance, and litigation.

DEFINITIONS

Admin Commission means the fee payable by the Partner to TalazoMart per every event of sale of the Partner’s Goods to a Customer through the TalazoMart Food Platform for the provision of marketplace services by TalazoMart to the Partner.

Agreed Percentage is the percentage that serves as the basis for the calculation of the Admin Commission (5%) of the Order Subtotal.

Agreement means the agreement between TalazoMart and the Partner which consists of these General Terms and any Partner Specific Conditions that may be communicated by TalazoMart to the Partner in writing via support@talazomarket.com

TalazoMart Food Platform means the platform operated by TalazoMart which functions as the Marketplace that:

(i) enables Partners to market Products with delivery option and enter into Sales Agreements for the sale of Products to Customers,

(ii) enables the Customers to place Orders of Products with the Partner, enter into Sales Agreements as Customers and arrange the delivery of the Order by the Delivery Agent and

(iii) enables the Delivery Agent to offer delivery services to the Customers for the delivery of the Products and enter into Delivery Agreements with Customers.

Customer means any User of the TalazoMart Food Platform that has placed an Order and enters into a Sales Agreement with the Partner and a Delivery Agreement with the Delivery Agent.

Confidential Information means know-how, trade secrets and other information of a confidential nature, including, without limitation, all proprietary, technical, industrial and commercial information, customers’ and suppliers’ data and techniques in whatever form held as well as any information regarding:

(i) the business; and

(ii) the contents of the Agreement.

Products/Goods means any goods that the Partner offers for sale through Talazo app.

Selling Price/Goods Price means the price (together with applicable value added, sales or other taxes where applicable) that the Customer has agreed to pay the Partner for the ordered Products.

Trading Hours means the whole time period during which the Partner accepts Orders and prepares Goods for pickup by Delivery Agents (the Opening Hours indicated in TalazoMart app may differ from the opening hours of the Partner’s brick and mortar establishment).

Order means the order that the Customer has placed with the Partner.

Order Total means the total amount that the Customer has agreed to pay for the Products and Delivery of the Order.

Partner/Partner means the operator of any store that TalazoMart app has concluded an agreement with and where relevant, each and every establishment through which the operator conducts its business.

Partner Specific Conditions means the variations from the General Terms and Schedules regarding the Partner, communicated in writing by TalazoMart to the Partner in writing via support@talazomart.com

Sales Agreement means the agreement between the Customer and the Partner for the sale of Products in accordance with the Order Details.

Customer/User means any natural person that has registered a Customer account on TalazoMart app.

LEGAL FRAMEWORK

2.1. The TalazoMart app enables the Customer to order Goods from Partners and arrange the delivery of the Orders to the Drop-Off Location.

2.2. For the sale of Goods through the TalazoMart app a Sales Agreement is concluded directly between the Customer and the Partner. For the delivery of the Order, the Customer enters into a

Delivery Agreement directly with the Delivery Agent. The Sales Agreement and the Delivery Agreement are deemed to be concluded from the moment that the Order is confirmed on the TalazoMart app.

2.3. By operating the TalazoMart app and the Marketplace, TalazoMart acts only as a provider of the information and is neither a party to the Sales Agreement or the Delivery Agreement. TalazoMart is not the manufacturer or seller of the Goods or provider of the delivery services and is not liable in any way for the performance of the Sales Agreement or the Delivery Agreement.

2.4. By operating the TalazoMart app, TalazoMart acts as the agent for the Partners in relation to mediation of Sales Agreements between the Partners and the Customers. TalazoMart also acts as the convoy for the Delivery Agents in relation to mediation of Delivery Agreements between the Delivery Agents and the Customers. As the agent, TalazoMart has been authorised by each Partner and each Delivery Agent to receive payments from the Customers on behalf of the respective principal and allocate the received funds between the Talazo and the Delivery Agents.

PLACEMENT OF ORDERS THROUGH TalazoMart APP

3.1 When the Customer has placed an Order, the Partner ensures that the confirmation of the Order (“Accept”) will be decided within the time period provided in Schedule 1 (Partner Service Level Requirements). Upon Order Confirmation, the Sales Agreement enters into force between the Partner and the Customer.

3.2 In the event that the Partner cannot provide the Goods as requested in the Order, the Partner shall not confirm the Order in the TalazoMart Partner app or dashboard and may contact the Customer in order to agree on changing the Order Details and ensure that the initial Goods Price would remain the same. If no agreement is reached, the Partner shall not confirm the Order (“Reject”) in the TalazoMart Partner app or dashboard and the Order Total shall be immediately refunded in full to the Customer.

3.3 The Partner shall ensure that the Orders are monitored in a constant manner during the agreed upon Trading Hours of the Partner’s establishment, in accordance with the requirements in the Partner Service Level Agreement.

3.4 The Customer must comply with applicable laws, including the requirements applicable upon purchase of alcohol, tobacco, energy drinks or any other products requiring age verification. In case the Customer wants to order products requiring age verification, they must confirm and/or prove their age on delivery. Furthermore, any Delivery Agent delivering the Order may refuse to hand over the products requiring age verification, if the Customer does not present a valid photo identification proving that they are old enough to legally purchase the products.

3.5 The Partner must distinctively mark/label any Goods containing alcohol, energy drinks, or any other products requiring age verification under applicable laws.

3.6 The Partner represents and warrants to possess all valid licenses for conducting its activities, including any further licenses needed for the case of sale of alcoholic beverages or otherwise restricted or licensed products.

FULFILMENT OF ORDERS

4.1 The Partner shall be ready to launch the provision of services under the TalazoMart Food Platform from the time its registration and addition to TalazoMart app has been confirmed. The detailed requirements and guidelines for the handling of Orders are provided in the Partner Service Level Agreement.

4.2 In the event that the Partner is or is likely to become unable to fulfil Orders, the Partner will cease to accept any further Orders and mark itself as offline/unavailable on the TalazoMart Food Platform until readiness to fulfil Orders is restored.

4.3 The Partner shall ensure that the Goods prepared for delivery to the Customer complies to the Order Details of the Customer. The Partner shall use its best endeavours to comply with specific instructions and requests of the Customer, if applicable.

4.4 The Order shall be ready for pickup by the Delivery Agent and/or the Customer, within the timeframe specified in the Partner Service Level Agreement.

4.5 The Partner shall ensure that the ordered Goods are properly packaged (incl. in accordance with all food safety requirements in case the Goods contain food or beverages), taking into account that the Delivery Agent will only be required to pick up the ready-packaged Order.

4.6 The Partner shall ensure that the Goods prepared for delivery: 4.6.1 correspond to the description of the Goods on TalazoMart app (including indications that particular Goods are gluten or nut free or suitable for vegetarians or vegans or is Halaal or is Kosher in case the Goods contain food or beverages);

4.6.2 are not harmful to health or the environment;

4.6.3 have been properly cooked or prepared and are otherwise safe, of high quality, fit for transportation and consumption in case the Goods contain food or beverages;

4.6.4 comply with all applicable requirements and legislation for the preparation and packaging of food at all times (including as reasonably required to withstand the delivery process);

4.6.5 correspond to the greatest extent possible to the photography uploaded (if applicable) in TalazoMart app.

4.7 TalazoMart, or any third party delegated by TalazoMart, including but not limited to Delivery Agents, and “Secret Shoppers”, shall have the right to inspect the process of the provision of services by the Partners at any time.

USE OF TalazoMart Partner DASHBOARD/APP BY Merchant 5.1 The Partner will gain access to the TalazoMart Partner dashboard/app through a Partner account. Each Partner will have one user account/login to use per store.

5.2 The Partner shall ensure compliance with applicable laws upon performance of its services, including laws regarding the working conditions, protection and safety of employees and other members of the Partner’s personnel.

5.3 All information regarding the Partner, the Partner’s establishment/s and their Catalogue is uploaded to TalazoMart app by TalazoMart on the basis of the information provided by the Partner (see Product Catalogue Upload). All Partners are displayed to the Customer in a ranked sequence mainly based on the category within which their offering falls, the proximity to the Customer, whether special discount or promotions are being offered to the Customer, and by any other criteria deemed reasonable by TalazoMart with the purpose of providing a personalised and efficient user experience for the Customer.

All information provided by the Partner, including in particular the information regarding the Partner’s establishment, Catalogue, particular Goods, Goods Prices, photos of the Goods (if applicable) and Trading Hours shall be accurate. The onus is on the Partner to keep this information current and correct. TalazoMart will not change any information provided by the Partner regarding the Catalogue and/or Goods Prices unless the Partner so instructs in writing. The Partner shall also provide additional information regarding the Goods (ingredients, allergens, calories, etc), if the Customer so requests by contacting the Partner or Customer Support chat.

5.4 For accepting and processing Orders through the TalazoMart Food Platform, the Partner shall possess a compatible device and/or a PC/laptop.

5.5 TalazoMart is not liable for the proper functioning of the TalazoMart apps on any device. The Partner undertakes to install and/or use all updates, upgrades or modules provided by TalazoMart via the app stores. TalazoMart is not liable for any damages or loss of profit resulting from the failure to perform the obligation set out in this Section 5.5.

5.6 The Customer may leave feedback and make complaints through the TalazoMart app customer support. If the complaint relates to particular Goods the Customer will be required to make such complaints within 7 days from the delivery of the Order. TalazoMart shall tend to the complaints at its own discretion and decide how to resolve them in line with the process and procedures detailed on these General Terms. TalazoMart acting reasonably, may resolve to refund the Goods Price, or the Order Total (or a part thereof), to the Customer at its own discretion on behalf of the Partner and claim compensation for it from the Partner. If the Partner continues to receive complaints from Customers, TalazoMart has the right to temporarily or permanently suspend the Partner from using the TalazoMart Food Platform as specified further below. TalazoMart has the right to establish a customer complaints and refund policy, that shall be a part of the General Terms and mandatory for compliance for the Partners.

5.7 If the Partner chooses to add images to their product catalogue, the Partner shall utilise high quality and high resolution photos for the displaying of Goods on the TalazoMart Food Platform.

In case such photos do not fulfil the above mentioned requirements TalazoMart reserves the right to refuse the uploading of the provided photos in the TalazoMart Food Platform and ask for replacements or upload equivalent or similar stock pictures at its own discretion.

5.8 The TalazoMart Food Platform and Partner app are provided “as is” and TalazoMart cannot guarantee that the apps will not be subject to change, modification or be discontinued either temporarily or permanently at any given time.

FEES

6.1 In consideration for TalazoMart’s services as the provider of the online intermediation services in relation to the brokerage of the Sales Agreements, the Partner shall pay the Admin Commission to TalazoMart with respect to every Order of the Customer made through the TalazoMart Food Platform. The Admin Commission is calculated as the Agreed Percentage (5%) from the aggregate gross Goods Price (Subtotal Amount) charged by the Partner for the Orders placed through TalazoMart app during a particular reference period, save where Partner Specific Conditions apply.

6.2 TalazoMart has the right to establish additional fees and update the Admin Commission agreed percentage from time to time, by notifying the Partner thereof at least thirty (30) days in advance (as specified below).

INVOICING AND PAYMENTS

7.1 The Partner, shall either;

(i) prepare and issue to the Customer the invoice for the Goods Price on its own behalf or;

(ii) where the Customer is issuing cash register receipts for the Goods Price and the issued cash register receipts are transported to the Customer together with the Goods, it shall prepare and issue to the Customer informational receipt for the Goods Price on its own behalf; and accept the Customer’s payment for the invoice or cash register receipts. The payment obligation of the Customer arising from the Sales Agreement is deemed to be fulfilled when the payment is credited into the bank account of TalazoMart.

7.2 TalazoMart undertakes to forward the Goods Price payments (less any fees due to TalazoMart) for all completed Orders made through the TalazoMart Food Platform to the Partner for a given reference period. If any deductions are due in relation to complaints in accordance with Section 5.7 of these General Terms or otherwise, TalazoMart will render efforts to find the amicable solution with the Partner beforehand.

7.3 Invoicing and payments under this Agreement between TalazoMart and the Partner will be made after each reference period. The reference period shall be one calendar week. If any reconciliation payments are required with respect to the reference period thereafter, the parties will communicate such need and, if necessary, make the relevant reconciliation payments in connection with the payments related to the next reference period.

7.4 All payments between TalazoMart and the Partner will be settled by way of set-off to the maximum extent possible. All other payments between TalazoMart and the Partner that cannot be set off will be made by way of EF

.

TERM, TERMINATION AND SUSPENSION OF USE

8.1 The Agreement is entered into for an unspecified period of time (without term).

8.2 The Partner has the right to terminate the Agreement at any time by giving notice at least 14 days in advance.

8.3 TalazoMart has the ordinary right to terminate the Agreement at any time by giving notice at least 14 days in advance. The notice period shall not apply and the termination shall produce immediate effect, if TalazoMart:

(i) has a legal or regulatory obligation to terminate this agreement in a manner which does not allow it to respect that notice period; or

(ii) exercises a right of termination under an imperative reason pursuant to law;

(iii) can demonstrate that the Partner has repeatedly infringed any of the applicable terms and conditions (including those requirements provided under the Partner Service Level Agreement herein).

8.4 If the Partner breaches any of its obligations under the Agreement, TalazoMart has the right to restrict or suspend the Partner from using the TalazoMart Food Platform and/or TalazoMart Partner app without any obligation to compensate for the loss of profit as specified below.

8.5 If TalazoMart temporarily or permanently restricts, suspends or terminates the Partner from using the TalazoMart Food Platform and/or TalazoMart Partner app, it may provide the latter with a statement of reasons, prior to or at the time of the restriction or suspension taking effect or at the time of termination notice.

The statement of reasons may contain the specific facts or circumstances, including contents of third party notifications, that led to the suspension or termination, as well as a reference to the applicable grounds referred to in point 8.3. and 8.4. TalazoMart does not have to provide a statement of reasons where it has a legal or regulatory obligation not to provide it, or where TalazoMart can demonstrate that the Partner has repeatedly infringed the applicable terms and conditions, resulting in termination of the agreement with immediate effect (including in case of material breach).

8.6

The termination of the Agreement will not affect any accrued rights of either party, including any right to receive any payments due but unpaid before the termination.

8.7 In the event that after the extraordinary termination of the Agreement there is an ongoing marketing campaign featuring (among others) the Partner or any of the Partner’s related products and/or establishments, then TalazoMart is entitled to refrain from making any changes to the campaign materials regarding the Partner or the Partner’s products and/or establishments

LICENSING, DATA PROCESSING AND INTELLECTUAL PROPERTY RIGHTS

9.1 TalazoMart grants a revocable, non-exclusive, non-transferable, non-sublicensable license to the Partner for the sole purpose of using the TalazoMart Food Platform to sell Goods through the TalazoMart app.

9.2 By concluding the Agreement, the Partner grants a license to TalazoMart for displaying on the TalazoMart app and using in its marketing all materials (including, but not limited to branding material, product images, promotional imagery) sent to TalazoMart by the Partner. The license is valid for the entire period of the Agreement. The Partner represents that all material to be uploaded in the TalazoMart Food Platform by TalazoMart (including, but not limited to product images) is free from third party rights.

9.3 All intellectual property rights regarding the software, documentation or information used or developed by or on behalf of TalazoMart during the provision of services under the General Terms (including the TalazoMart Food Platform, Confidential Information and where relevant, photos of Goods), as well as all data and statistics about the sales made through the TalazoMart Food Platform belong to TalazoMart. The Partner shall not copy, modify, adapt, reverse-engineer, decompile or otherwise discover the source code of the TalazoMart Food Platform, TalazoMart Partner app or any other software/app used by TalazoMart.

9.4 The Partner agrees that TalazoMart may use the name, and/or branding/logo and/or product images of the Partner in TalazoMart’s marketing materials during the entire period of the Agreement.

CONFIDENTIALITY

10.1 During the term of the Agreement and for a period of five years following the expiry or termination of the Agreement, TalazoMart and the Partner shall not disclose and shall maintain the confidentiality of all Confidential Information of the other party.

10.2 Confidential Information of the other party may be disclosed to third parties only subject to a prior written notice of the other party. Notwithstanding the above, Confidential Information may be disclosed to the party’s attorneys, auditors, accountants, consultants and subcontractors, provided that such persons perform their obligations in connection with the Agreement if subject to an identical or essentially identical confidentiality obligation.

LIABILITY AND INSURANCE

11.1 TalazoMart is not liable for the performance of the Sales Agreement nor for any claims presented under the Sales Agreement, including in the case of sale of alcoholic beverages or any Goods to Clients who are below the required age under applicable laws.

11.2 TalazoMart is not liable for any indirect damage or loss of profit that the Partner may bear due to possible interruptions of availability or functioning of the TalazoMart Partner dashboard/app and/or TalazoMart Food Platform.

11.3 The Partner shall indemnify, defend and hold TalazoMart harmless from and against any and all claims (including any claim filed by a Customer due to the breach of the Sales Agreement), suits, actions or administrative proceedings, demands, losses, damages, costs, and expenses of whatsoever nature, including attorney’s fees and expenses in respect of or resulting from the performance of the services by the Partner under the General Terms.

11.4 The Partner shall indemnify to TalazoMart, all extra costs that TalazoMart may incur due to the Partner’s breaching its obligations under the Agreement (e.g. and not limited to the costs of having the Delivery Agent return to the Partner before delivery of the Order to the Customer, to retrieve Goods that the Partner initially failed to include in the Order).

MISCELLANEOUS

12.1 If there is a conflict between the Partner Specific Conditions, the General Terms, Schedules, or any other document incorporated by reference into the Agreement, then precedence shall be given first to the Partner Specific Conditions, second to the General Terms, third to the Schedules and fourth to any other document incorporated by reference into the Agreement.

12.2 TalazoMart reserves the right to update the Agreement anytime, by uploading the revised version on the General Terms on this webpage or by notifying the Partner of Partner Specific Conditions.

12.3 The Partner may not assign any of the rights or obligations under the Agreement either in whole or in part.