AFRI-GRUB – TERMS AND CONDITIONS FOR FOOD VENDOR PARTNERS

It gives us great pleasure to welcome you to Afri-Grub, the one stop shop for African foods in the United Kingdom and Ireland. Your opening up to this page most likely indicates that you are interested in going into a business relationship with the owners of Afri-Grub as a Food Vendor Partner, and would be part of our Food and services delivery team. This page (together with the documents referred to in it) would provide you the needed insights on what we hope would be a fruitful and long lasting relationship. It would show you the terms (the “Terms”) which apply when you get signed on as one of Afri-Grub ’s food vendors, by foremost providing us data about yourself that we feel are needed for a successful application (the “Partner Restaurant Application”).

We would advise that you take a few minutes of your time to read these Terms carefully before signing on with us. We have observed that a lot of times, that in a bid to “just get the job or get on with it” people fail to read through agreements. On our part we have deliberately made this agreement an easy read. Kindly note that this agreement might be updated at regular intervals, and we would most likely need your concurrence to continue working with us. If you have any questions relating to these Terms kindly contact support@Afri-Grub.com. By signing up with us you confirm that you accept these Terms as stated here.

1. GETTING TO KNOW US

Afri-Grub .co.uk is owned and operated by Saks Projects Ltd, a company incorporated and registered in England and Wales, whose registered office is at 20-22 Wenlock Road, London N1 7GU, London, United Kingdom. Our Company’s registration number is 13036272. .

• Afri-Grub, is foremost a technology company. We have created an algorithm to make food ordering easy and more efficient.

• Afri-Grub - The APP that Feels & Feeds Every African Emotion is providing its technological; and social platform to bring good sensation to all Africans living in the UK, and lovers of African cuisine, because Africans Love Their Food, and are never fully satisfied without it.

• Afri-Grub – is providing a virtual marketplace for the convergence of Africans who love their food, and either want to buy or sell it. It also provides a platform for non-Africans who love African cuisine, and want to buy or learn more about it.

2. PURPOSE

Our primary objective is to integrate you into our platform by connecting you to our customers, who have chosen you from our list of Vendor Partners, to delight them with your tasty cooking, and our delivery personnel (“Logistics Partner"), who puts a face of your cooking. While for most organisations your role would be seen primarily as providing an excellently cooked meal, for Afri-Grub it goes beyond this, to understanding how you are helping with:

• bringing Africans together for the love of good food

• Increasing African Entrepreneurship

• Enhancing African Heritage

• Improving communication and interpersonal relationship amongst Africans

• Improving Social Enterprise

The importance of your role as a Partner Restaurant cannot be overemphasized because your African Culinary expertise (including culinary art) triggers the relationship with the customer, and guarantees they much desired repeat purchase, and referrals that your business needs on our platform. Without doubt you would contribute to Afri-Grub’s business success, which invariably is yours.

3. GENERAL CONSIDERATIONS

Afri-Grub Limited owns exclusive rights to the Afri-Grub App. Your use of this app as a Partner Restaurant connects you with Afri-Grub Limited for the sole purpose of providing African culinary products for the Afri-Grub brand, If you enter into this Agreement, you do so voluntarily and as a self-employed contractor (Your position as a Partner Restaurant is not an employment agreement, and does not create an employment relationship between you and Afri-Grub Limited., and as such is not a legal partnership, joint venture or an authority to bind us, or hold yourself out as our employee, agent, legal partner or authorised representative) who provides culinary products to Afri-Grub Limited. In doing this, you agree you are conducting or undertaking your own business, and you are not an employee of Afri-Grub Limited.

As a self-employed contractor, you have certain rights and responsibilities:

• Your rights include the option to choose if, when and where you use the Afri-Grub App. You are under no obligation to use the Afri-Grub App or prepare culinary products for Afri-Grub customers.

• Your responsibilities include providing your own work tools (Vendor Place, Safe Cooking Utensils, and smartphone and active data plan), maintaining responsibility for your own tax and insurance arrangements.

• You would be responsible for regularly updating your page on our app with details of the African foods you would be selling using our APP. This is imperative so that your page is truly reflective of what you have available to sell to the Afrigrub customers. While we would not define how frequently you should update you page daily, we would advise that it is done as regularly as possible so customers are misled to thinking you are available for business, and go ahead to place and order, only to be informed that the order has been cancelled because you are not available to make a sale. You would agree that this can tarnish the reputation of Afrigrub, and negatively impact on the business of Afri-Grub Limited, and invariably yours. While we cannot demand or even expect that you are available to sell your foods twenty-four hours a day, and seven days a week, we expect that you display a “Closed” sign when you are not available to receive an order so that customers do not go on to post an order, and wait on end for a delivery, which was never going to happen because your shop was ”Opened” when it was intended to be closed. It is imperative to note that there is a penalty for the Vendor Partner that frequently rejects customer requests (Keeps his or her account as “Active”, and gets customers to place orders that get turned back because he or she was not interested in taking up an order at the time the request was made), There would be three warnings following which the Vendor Partner would be suspended for 3 months, and can go on to expulsion after three suspensions.

• Your page on our APP would be regarded as “Active” if you give an indication that you are available to receive orders from our clients. On the contrary, it would be regarded as “Inactive” when it is closed and you are not available to take an order. We also advice that your account is closed at the end of your business day so that customer see it as inactive and do not go on to make an order.

• There is no obligation of exclusivity under this Agreement, which means you may work with competing businesses, or engage in any other occupation or business, at any time. As soon as an order is placed, you will get a notification, and decide if you want to do the job or not.

• You may also sign up as Logistics Partner having a team of delivery personnel that can deliver your orders, and those of other Vendor Partners. This is a Unique Selling Proposition od Afri-Grub.

SERVICES TO BE PROVIDED BY OUR VENDOR PARTNER

A Vendor Partner is Restaurant operator, Food Truck operator or Home Cook that has excellent African culinary skills and art, and is willing to work with the Afri-Grub brand to cook delightful African meals that are tasty and appealing to the eyes, and sell them to our customers in line with our defined expectations.

As a Vendor Partner for the Afri-Grub brand it is understood that you are:

• A trained or self-taught African chef or cook.

• A restaurant owner/operator, or food truck owner/operator, or home cook

• Conscious of the need to provide a cooking environment that meets the strictest hygienic conditions. As a company policy we do not go on to inspect your Vendor Place, and would not be held liable for the safety of your foods. We however would advise that you push to get the needed safety certifications as the upgrade would make you stand out in the Afri-Grub marketplace; and Afri-Grub allows you to upload any safety and health certificates given by the government or any other standards certification organisation. .

• Conscious of the need to always sell fresh and unspoiled foods to Afri-Grub buyers at all times.

• Free from any convictions for violent crimes, sexual offenses, or felonies. You would be expected to pass a stringent background check upon your indication to partner with us.

The Vendor Places would be in different parts of London, and so the app would be able to determine the closest Logistics Partner to the Vendor Place making the delivery. The Logistics Partner closest, and not engaged by Afri-Grub at the time of the request, would be given the right of first refusal for any delivery.

Also, the Afri-Grub app tracker would be able to know the location of Logistics Partner involved in a delivery during the delivery process.

THE TENURE OF THE AGREEMENT

The tenure of this Agreement is basically up to you. If you feel that you are no longer able to provide the needed assurance of dedication to the Afri-Grub business you are free to exit. We would however expect that you give us at least one week’s notice, Usually, since payments are fortnightly we would appreciate that you notify us at least a week to getting your payment that you do not want to continue with our operations any more. It is imperative to indicate that while working with the Afri-Grub brand and still providing meals for its customers, you are bound by this Agreement, and you will be expected to fulfil your side of this Agreement, as we do ours.

AFRI-GRUB BRANDING

To enhance the Afri-Grub brand, the management of Afri-Grub Limited would discretionarily make available to its Vendor Partners branded T-shirts and face caps. Vendor Partners would not be permitted to brand their restaurant, food truck, or a portion of their home with the Afri-Grub name, logo etc., without first seeking written approval from the management of Afri-Grub Limited.

FEES AND PAYMENT

You would be at liberty to price your foods the way you perceive your value to the customer. In doing this we would advise that you have at the corner of your mind what the perceived market price is, what your competitors within Afri-Grub are pricing for the same food, and your perceived product positioning in the Afri-Grub marketplace. This is important so you do not overprice or underprice your foods, as you would be selling in a very competitive Afri-Grub marketplace.

Afri-Grub pays fortnightly directly to an account supplied by the Vendor Partner. It will take a 30% commission on the food value of a Completed Sale. A Completed Sale is defined as an order that a delivery has been done followed by the acknowledgement (in receipt of food) of a customer who is not in contention of the food delivered. This is different from a Completed Order, which is said to occur when a customer makes an order and proceeds to pay for the order. This distinction is important for a Vendor Partner because in the event that a customer males a complaint ranging from wrong order, to spoilt or damaged food, Afri-Grub Limited has the liberty to investigate and determine the cause of a disgruntled customer, and although an order might be completed, if it is not a Completed Sale, the Vendor Partner cannot be guaranteed of full or even partial payment

Payment of tips and other amounts.

From time to time, Afri-Grub Limited may, at its discretion, offer an incentive to you if you satisfy certain conditions determined by Afri-Grub Limited and communicated to you (in promotional materials, via text message, email or another method).

Adjustments to the Food Order Fee (a) Afri-Grub Limited is permitted to cancel the Food Order Fee (or if the Food Order Fee has already been paid, require reimbursement of the Food Order Fee from you) for a particular food cooked if: (i) the food cooked is different from what was ordered, or (ii) the food was spoiled on arrival at the customer’s chosen delivery location.

SERVICE EXCELLENCE

We will measure the level of your service delivery using the following parameters including the food taste, your culinary art, effective packaging, and interpersonal relationship. As a Vendor Partner you would get feedbacks from customers, which we hope would make you a better chef. Also, the most current feedbacks from customers would form part of your page that potential customers can see to make a decision of whether to purchase from you. In the event that the wrong order was delivered or food rejected, and it is proven that the Vendor Partner is at fault, he/she would bear the cost.

RESTRICTIONS

Restrictions on the use of the Afri-Grub App or Afri-Grub Data

You are not allowed to share (or enable sharing of) the Afri-Grub App or any Afri-Grub Data with a third party. Also, you must not copy, modify, distribute, sell or lease any part of the Afri-Grub App or Afri-Grub Data, reverse engineer or attempt to extract the source code of any of Afri-Grub's software or improperly use the Afri-Grub App. When you choose to stop working as a Vendor Partner, you must promptly delete the Afri-Grub App from your mobile device.

Use of Afri-Grub Names, Marks or Works other than as required by Law,

You must not use any of our names, logos, colours, trademarks, service marks, copyrights, slogans or other identifying symbols or indicia (registered or unregistered) of ownership or copyright (Afri-Grub Names, Marks, or Works as applicable). You must not create or register any (a) business names, (b) URLs, (c) domain names, (d) software application names or titles, or (e) social media handles or profiles that include Afri-Grub s Names, Marks, or Works or any confusingly or substantially similar mark, name or title. You must not use Afri-Grub s Names, Marks, or Works as your social media profile picture or wallpaper without Afri-Grub Limited's express written permission. You must not purchase keywords (including Google AdWords) that contain any Afri-Grub Names, Marks, or Works Also, you must not register, or attempt to register or otherwise use or claim ownership of any Afri-Grub’s Names, Marks or Works.

DISPUTES

All disputes between Afri-Grub Limited and its Vendor Partner would be resolved based on United Kingdom laws.

INDEMNIFICATION

As a Vendor Partner you agree to indemnify Afri-Grub and its owners Afri-Grub Limited, its subsidiaries, and affiliates and each of their employees, directors, and representatives from and against all claims, costs, damages, debt, expense, liabilities, loss, suit, action, demand, cause of action, proceeding or judgement of any kind which are made or brought against or suffered or incurred by Afri-Grub Limited and arise directly and/or indirectly out of or in connection with any act or omission or otherwise in the performance of this Agreement by you, the Vendor Partner.

In the event of Afri-Grub and its owners Afri-Grub Limited, its subsidiaries, and affiliates and each of their employee, directors, and representatives or agents being held liable for damages arising out of any claim by any agent, workman or employee employed by the Vendor Partner for the performance of this Agreement, the Vendor Partner shall indemnity Afri-Grub and its owners, Afri-Grub Limited against such claim and any related costs, charges and expenses incurred by Afri-Grub Limited provided that the same is not caused by the gross negligence or willful default of Afri-Grub Limited, and its employees, directors, and representatives or agents.

FORCE MAJEURE

Neither Party will be liable for any failure or delay in performing an obligation under this Agreement that is due to any of the following causes, to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, generalized lack of availability of raw materials or energy.

For the avoidance of doubt, Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party's financial inability to perform its obligations hereunder.

AFRI-GRUB – TERMS AND CONDITIONS FOR LOGISTICS PARTNERS

It gives us great pleasure to welcome you to Afri-Grub, the one stop shop for African foods in the United Kingdom and Ireland. Your opening up to this page most likely indicates that you are interested in going into a business relationship with the owners of Afri-Grub as a Logistics Partner, and would be part of our Food and services delivery team. This page (together with the documents referred to in it) would provide you the needed insights on what we hope would be a fruitful and long lasting relationship. It would show you the terms (the “Terms”) which apply when you get signed on as one of Afri-Grub ’s food delivery persons, by foremost providing us data about yourself that we feel are needed for a successful application (the “Logistics Partner Application”).

1. GETTING TO KNOW US

Afri-Grub app is owned and operated by Afri-Grub Ltd, a company incorporated and registered in England and Wales, whose registered office is at 20-22 Wenlock Road, London N1 7GU, London, United Kingdom. Our Company’s registration number is 13036272.

• Afri-Grub is foremost a technology company. We have created an algorithm to make food ordering readily available and more efficient.

2. PURPOSE

Our primary objective is to integrate you into our platform by linking you to the food vendors we partner (“Vendor Partners ") (Vendor Partners include Restaurant Operators, Food Truck Operators and Home Cooks, and they operate from a “Vendor Place” unique to each of them), and the customers we provide our products and services. While for most organisations your role would be seen primarily as providing Logistics support, for Afri-Grub it goes beyond this, to understanding how you are helping with:

• bringing Africans together for the love of good food

• Increasing African Entrepreneurship

• Enhancing African Heritage

• Improving communication and interpersonal relationship amongst Africans

• Improving Social Enterprise

The importance of your role as our Logistics Support personnel cannot be overemphasized because you are the face of Afri-Grub before the customer, and so your carriage, your personality, your professionalism, your products and services knowledge and your customer services skills would always be scrutinized by each Vendor Partner and customer. Without doubt you would contribute to Afri-Grub’s business success, which invariably is yours.

3. GENERAL CONSIDERATIONS

Afri-Grub Limited owns exclusive rights to the Afri-Grub App. Your use of this app as a Logistics Partner connects you with Afri-Grub Limited for the sole purpose of providing delivery services for the Afri-Grub brand, If you enter into this Agreement, you do so voluntarily and as a self-employed contractor (Your position as Logistics person is not an employment agreement, and does not create an employment relationship between you and Afri-Grub Limited., and as such is not a legal partnership, joint venture or an authority to bind us, or hold yourself out as our employee, agent, legal partner or authorised representative) who provides Delivery Services to Afri-Grub Limited. In doing this, you agree you are conducting or undertaking your own business, and you are not an employee of Afri-Grub Limited.

As a self-employed contractor, you have certain rights and responsibilities:

• Your rights include the option to choose if, when and where you use the Afri-Grub App.

You are under no obligation to use the Afri-Grub App or provide Delivery Services. You may accept or reject, and in certain circumstances cancel delivery requests without consequence, and

• Your responsibilities include providing your own work tools (for example, a roadworthy motor vehicle, motorbike, and smartphone and active data plan), maintaining responsibility for your own tax and insurance arrangements, carrying the risk of providing Delivery Services and obtaining the licenses and approvals required to provide Delivery Services.

●There is no obligation of exclusivity under this Agreement, which means you may work with competing businesses, or engage in any other occupation or business, at any time. As soon as an order is placed, you will get a notification, and decide if you want to do the job or not.

SERVICES TO BE PROVIDED BY OUR LOGISTICS PARTNER

A Logistics Partner is an individual or a company with a pool of individuals that is willing to work with the Afri-Grub brand to deliver our goods and services to our customers in line with our defined expectations.

As a Logistics Partner for the Afri-Grub brand it is understood that you are:

• Qualified to work in the UK and Ireland as a logistics delivery person

• You have a valid driver’s license, implying that you have undergone and passed the relevant driving tests to qualify you as a driver.

• A Driver-Owner and have a motor vehicle or motorbike that is roadworthy.

• In ownership of a vehicle with an up to date insurance cover.

• Expected to ensure that you vehicle is well maintained at all times.

• Free from any convictions for violent crimes, sexual offenses, or felonies. You would be expected to pass a stringent background check upon your indication to partner with us.

The Vendor Place would be in different parts of London, and so the app would be able to determine the closest Logistics Partner to the Vendor Place making the delivery. The Logistics Partner closest, and not engaged by Afri-Grub at the time of the request, would be given the right of first refusal for any delivery.

Also, the Afri-Grub app tracker would be able to know the location of Logistics Partner involved in a delivery during the delivery process.

THE TENURE OF THE AGREEMENT

The tenure of this Agreement is basically up to you. If you feel that you are no longer able to provide the needed assurance of dedication to the Afri-Grub business you are free to exit. We would however expect that you give us at least one week’s notice, Usually, since payments are fortnightly we would appreciate that you notify us at least a week to getting your payment that you do not want to continue with our operations any more. It is imperative to indicate that while working with the Afri-Grub brand and still delivering for it, you are bound by our Agreement, and you will be expected to fulfil your side of this Agreement, as we do ours.

AFRI-GRUB BRANDING

To enhance the Afri-Grub brand, the management of Afri-Grub Limited would discretionarily make available to its Logistics Partners branded T-shirts and face caps, While it would not be compulsory to have them wear these branded items during delivery of its goods to its customers, it would be hoped that these items form part of their attire during the course of their delivery duties for Afri-Grub. Logistics Partners would however not be permitted to brand his or her vehicle with the Afri-Grub name, logo etc., without first seeking written approval from the management of Afri-Grub Limited.

FEES AND PAYMENT

A Logistics Partner will be paid a delivery fee for each successfully completed Delivery Service provided to Afri-Grub Limited. Known as Delivery Fee, it would be based on travel mileages, and would be constant irrespective of the time of delivery, location, and travel route.

Afri-Grub pays fortnightly directly to an account supplied by the Logistics Partner. It pays a delivery rate of £3 for a 2 miles radius to the customer or Delivery Recipient, and a further £1 for each additional mile.

Payment of tips and other amounts. The Delivery Fee does not include any tips. Delivery Recipients may pay tips, either directly to you in cash

Adjustments to the Delivery Fee (a) Afri-Grub Limited is permitted to cancel the Delivery Fee (or if the Delivery Fee has already been paid, require reimbursement of the Delivery Fee from you) for a particular Delivery Service if: (i) the Delivery Services were not completed, unless Afri-Grub Limited has agreed with you otherwise; (ii) a Customer or a Delivery Recipient has made a complaint related to your acts or omissions;

SERVICE EXCELLENCE

We will measure the level of your service delivery using the following parameters including timely delivery, neatness, courteousness etc. Logistics Partners would be expected to wait a few seconds for customer to confirm order is acceptable before leaving. For every delivery there would be a rating from customers. In the event that the wrong order was delivered or food rejected, the food seller would bear the cost.

The grounds for the termination of contacts would include tampering with customers’ food.

RESTRICTIONS

Restrictions on the use of the Afri-Grub App or Afri-Grub Data

You are not allowed to share (or enable sharing of) the Afri-Grub App or any Afri-Grub Data with a third party. Also, you must not copy, modify, distribute, sell or lease any part of the Afri-Grub App or Afri-Grub Data, reverse engineer or attempt to extract the source code of any of Afri-Grub's software or improperly use the Afri-Grub App. When you choose to stop working as a Logistics Partner, you must promptly delete the Afri-Grub App from your mobile device.

Use of Afri-Grub Names, Marks or Works other than as required by Law,

DISPUTES

All disputes between Afri-Grub Limited and its Logistics Partner would be resolved based on United Kingdom laws.

INDEMNIFICATION

As a Logistics Partner you agree to indemnify Afri-Grub and its owners Afri-Grub Limited, its subsidiaries, and affiliates and each of their employees, directors, and representatives from and against all claims, costs, damages, debt, expense, liabilities, loss, suit, action, demand, cause of action, proceeding or judgement of any kind which are made or brought against or suffered or incurred by Afri-Grub Limited and arise directly and/or indirectly out of or in connection with any act or omission or otherwise in the performance of this Agreement by you, the Logistics Partner.

In the event of Afri-Grub and its owners Afri-Grub Limited, its subsidiaries, and affiliates and each of their employee, directors, and representatives or agents being held liable for damages arising out of any claim by any agent, workman or employee employed by the Logistics Partner for the performance of this Agreement, the Logistics Partner shall indemnity Afri-Grub and its owners, Afri-Grub Limited against such claim and any related costs, charges and expenses incurred by Afri-Grub Limited provided that the same is not caused by the gross negligence or willful default of Afri-Grub Limited, and its employees, directors, and representatives or agents.

FORCE MAJEURE