These Vendor Terms & Conditions (the “Agreement”) govern the relationship between RYDR Global, a company incorporated under the laws of Barbados (“RYDR”, “we”, “us”, or “our”) and any restaurant, store, or merchant (the “Vendor”, “you”, or “your”) that registers to make goods or services available through the RYDR Go feature of the RYDR mobile application and related software (collectively, the “Platform”).
By registering as a Vendor, executing a Letter of Agreement with RYDR, or using the Platform in any way, you confirm that you have read, understood and accepted this Agreement and that the person accepting it has full legal authority to bind the Vendor.
1. Nature of RYDR’s Role
RYDR is a software and technology company. RYDR provides an online marketplace that connects Customers placing orders with Vendors that offer goods, and with independent Couriers that may deliver such orders. RYDR is not a restaurant, food service business, grocer, retailer, taxi company, transportation carrier, courier or employer of Couriers. RYDR does not prepare, handle, store, sell, transport or take title to any goods at any time.
Each transaction completed through the Platform is a direct contract between the Vendor and the Customer for the sale of goods, and (where applicable) between the Customer and the Courier for delivery. RYDR acts solely as a limited commercial agent of the Vendor for the purpose of (i) facilitating orders, (ii) collecting payment on the Vendor’s behalf, and (iii) remitting net proceeds, all in accordance with this Agreement and the Letter of Agreement.
2. Definitions
- “Platform” means the RYDR mobile application, web application, merchant tools, APIs, Equipment and any related services made available by RYDR from time to time.
- “Customer” means any individual who places an order through the Platform.
- “Courier” means any individual or third party that, by agreement with RYDR, is authorised to receive and deliver orders placed through the Platform. Couriers are independent contractors and not employees of RYDR.
- “Services” means access to the Platform for listing items, managing availability, processing orders, accepting payment and any other functionality made available by RYDR.
- “Call Centre” means RYDR’s operational support function that handles order, delivery and Customer support.
- “Letter of Agreement” or “LOA” means the commercial schedule signed between RYDR and the Vendor that sets out fees, commissions, payout terms, service levels and any other commercial terms specific to the Vendor. The LOA forms part of this Agreement and, in case of conflict on commercial terms only, the LOA prevails.
- “Equipment” means any hardware (such as tablets, printers or chargers) or related accessories provided by RYDR to the Vendor for use with the Platform.
- “Order” means a request placed by a Customer through the Platform for goods supplied by the Vendor.
3. Vendor Qualification & Documentation
To register as a Vendor, you must be a legally constituted business with full authority to sell the goods or services you list, and you must provide all documentation reasonably required by RYDR, which may include:
- Certificate of incorporation or business registration;
- Tax registration / TIN / VAT registration as applicable in your jurisdiction;
- Trade or operating licence(s) for your activity;
- Health, hygiene and food safety certificates and food handlers’ permits;
- Liquor licence (where alcohol is offered);
- Proof of valid public liability and product liability insurance;
- Identification of authorised signatories.
RYDR may at any time request additional documentation to verify that you are compliant with applicable law. If a requested document is not provided within three (3) Business Days, RYDR may suspend the Vendor account or terminate this Agreement immediately and without liability.
You must promptly (and in any event within forty-eight (48) hours) notify RYDR of any change to, suspension of, or revocation of any licence, certification or authorisation that affects your ability to perform under this Agreement, or of any regulatory investigation, enforcement action or material complaint relating to the items you sell.
4. Use of the Platform
You agree to:
- Promptly and accurately maintain your menu, catalogue, prices, allergen and ingredient information, operating hours and item availability;
- Only list items you can prepare and hand over within the indicated time;
- Honour all confirmed Orders at the price displayed to the Customer;
- Comply with all applicable laws, including food safety, labelling, age-restricted goods, advertising standards, consumer protection and tax laws;
- Use the Platform only for the purposes contemplated by this Agreement.
You agree not to:
- List or supply illegal, counterfeit, recalled, expired or hazardous items;
- Offer items not available for immediate preparation and handover within the stated time;
- Misrepresent any item, price, ingredient, allergen, origin, weight, volume or other material information;
- Discriminate against any Customer or Courier on grounds of race, colour, religion, gender, sexual orientation, disability, nationality or any other protected characteristic;
- Solicit Customers or Couriers off-Platform, attempt to bypass the Platform, or use Customer or Courier data for any purpose other than fulfilling the Order;
- Introduce viruses, malicious code, scrape, reverse engineer, or otherwise interfere with the Platform.
RYDR reserves the right to remove, edit or moderate any content, suspend Orders, remove items, geo-restrict listings or suspend the Vendor account at any time, with or without notice, where RYDR reasonably suspects a breach of this Agreement, of applicable law, or a risk to Customers, Couriers or the Platform.
5. Account & Equipment
The Vendor is responsible for safeguarding all account credentials and is liable for all activity carried out under its account. Any actions taken via the Vendor account will be deemed authorised by the Vendor. The Vendor must immediately notify RYDR of any unauthorised use or suspected security breach.
Where RYDR provides Equipment, such Equipment remains the property of RYDR (unless the LOA provides otherwise) and may only be used to operate the Platform. The Vendor must keep Equipment in good working order and is liable for loss, theft or damage beyond fair wear and tear. RYDR may invoice the Vendor for repair or replacement cost. On termination, all Equipment must be returned within seven (7) days in good condition or paid for at replacement value.
6. Fees, Commissions & Settlement
In consideration for the Services, the Vendor will pay RYDR the commissions, service fees, marketing fees, Equipment fees and any other amounts set out in the LOA. Unless the LOA states otherwise:
- RYDR collects payment from Customers on the Vendor’s behalf as the Vendor’s limited commercial agent;
- RYDR deducts its fees, taxes and any agreed adjustments (including refunds and chargebacks attributable to the Vendor) and remits the net proceeds to the Vendor’s designated bank account;
- Settlement is performed on a weekly cycle for the prior settlement period;
- All fees are exclusive of VAT or any other indirect tax, which the Vendor will pay where applicable;
- If RYDR overpays the Vendor for any reason, RYDR may set off the overpayment against future settlements or invoice the Vendor, payable within seven (7) Business Days.
RYDR may amend, add to or remove tiered commissions, incentives or promotional structures from time to time, with notice as set out in Section 18.
7. Order Management & Service Levels
The Vendor will confirm, prepare and hand over Orders within the timeframes set in the LOA. The Vendor will:
- Monitor incoming Orders and confirm receipt;
- Prepare each Order in accordance with the Customer’s specifications, including any modifications approved through the Platform;
- Update the Order status promptly (e.g. confirmed, preparing, ready for pickup);
- Properly package each Order to maintain food safety, hygiene, temperature and tamper-evidence during transit, including allergen segregation;
- Hand the Order to the Courier promptly upon arrival, with all items complete and correctly labelled.
If a Courier arrives on time and the Order is not ready, the Vendor will reimburse RYDR for the full price of the Order plus an additional ten percent (10%) of the item value as a service handling fee, deductible from settlement.
Vendors may only cancel Orders for legitimate operational reasons (such as item unavailability or inability to fulfil the Order). RYDR may issue refunds or credits to Customers for cancelled, late, incorrect, missing or unsafe Orders, and may deduct the cost of those refunds from the Vendor’s settlement where the Vendor is at fault.
8. Delivery
Where the Customer requests delivery, RYDR coordinates Couriers to collect Orders from the Vendor. Couriers are independent contractors. The Vendor is responsible for food safety, packaging integrity, accuracy of items and timely handover. RYDR is responsible for coordinating the dispatch and tracking of Couriers within the Platform.
The Vendor may also use the Platform’s delivery network to fulfil orders that the Vendor receives via its own channels (“self-orders”), provided the Vendor creates these in the Platform and pays the applicable delivery fees.
The Vendor may not solicit Couriers for direct employment or engage Couriers off the Platform during the term of this Agreement and for twelve (12) months thereafter.
9. Food Safety & Quality
The Vendor is solely responsible for the safety, quality, legality, freshness and accurate description of every item it sells through the Platform, including allergen, dietary (e.g. gluten-free, vegan, halal, kosher) and nutritional claims. The Vendor must investigate and resolve any quality or safety complaint promptly and cooperate fully with any product recall or food safety investigation.
10. Liability & Indemnity
10.1 RYDR’s liability. RYDR is responsible only for: (i) making the Platform available substantially as described, (ii) coordinating Couriers through the Platform, and (iii) processing payments on the Vendor’s behalf.
10.2 Vendor liability. The Vendor is responsible for, and will fully indemnify, defend and hold harmless RYDR, its affiliates, directors, officers, employees, agents, and Couriers from and against any and all claims, losses, damages, fines, penalties, demands, judgments, settlements, regulatory action and legal costs (on a full indemnity basis) arising directly or indirectly from:
- The description, quality, content, ingredients, allergen statements, packaging, temperature, freshness or fitness for purpose of any item supplied by the Vendor;
- Any allegation that an item was misdescribed (including claims that an item is gluten-free, nut-free, vegetarian, vegan, halal, kosher, organic or similar);
- Food poisoning, illness, allergic reaction, foreign objects or contamination;
- Any breach by the Vendor of this Agreement, the LOA, applicable law or third-party rights (including intellectual property and data protection rights);
- Any act, omission, fraud, negligence or wilful misconduct of the Vendor or its personnel;
- Any tax liability, levy or assessment for which the Vendor is responsible.
10.3 Disclaimer. THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RYDR DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. RYDR MAKES NO REPRESENTATION OR GUARANTEE THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT ANY GIVEN ORDER VOLUME WILL BE GENERATED.
10.4 Cap on liability. To the maximum extent permitted by law, RYDR’s aggregate liability arising under or in connection with this Agreement in any twelve (12) month period shall not exceed the total fees actually retained by RYDR from the Vendor’s settlements during the three (3) months immediately preceding the event giving rise to the claim. In no event will RYDR be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, loss of profit, loss of business, loss of goodwill or loss of data, even if advised of the possibility of such damages. Nothing in this Agreement excludes liability that cannot be excluded under Barbadian law (including liability for fraud or wilful misconduct).
10.5 Fraud. If RYDR reasonably determines that the Vendor has engaged in fraudulent, manipulative or collusive activity (including fake orders, false refund claims, manipulation of ratings, or collusion with Customers or Couriers), RYDR may immediately terminate this Agreement, withhold pending settlement amounts pending investigation, and recover any losses incurred.
11. Insurance
The Vendor will maintain at its own cost commercially reasonable insurance, including general liability and product liability cover appropriate to the nature and scale of its operations, and will provide proof of such insurance to RYDR on request.
12. Intellectual Property
The Vendor grants RYDR a worldwide, non-exclusive, royalty-free, sublicensable, non-transferable licence to use the Vendor’s name, logo, trade marks, item photographs, menu and descriptive content for the purpose of operating, marketing and promoting the Platform and the Vendor’s listing on it (including in in-app, web, social media and out-of-home advertising) for the term of this Agreement and a reasonable archival period thereafter. The Vendor warrants that it owns or has secured all rights necessary to grant this licence and that RYDR’s use will not infringe any third-party right.
All software, code, designs, trade marks, content, data and know-how forming part of the Platform are and remain the exclusive property of RYDR and its licensors. The Vendor receives no rights in the Platform other than the limited licence to use the Platform as expressly set out in this Agreement.
13. Data Protection & Confidentiality
Each party will comply with the Data Protection Act, 2019 (Barbados) and any other applicable data protection or privacy laws. The Vendor must:
- Process any Customer or Courier personal data received via the Platform only to fulfil the relevant Order and never for direct marketing, profiling or any other purpose;
- Implement appropriate technical and organisational security measures to protect such data;
- Not retain Customer or Courier personal data longer than necessary to complete the Order and meet legal record-keeping obligations;
- Notify RYDR in writing within twenty-four (24) hours of becoming aware of any actual or suspected personal data breach.
Each party will keep the other party’s confidential information secret and use it only as needed to perform this Agreement. This obligation survives termination.
14. Term & Termination
This Agreement starts on the earlier of (i) the date the Vendor first accepts these terms or (ii) the effective date of the LOA, and continues until terminated.
Either party may terminate this Agreement for convenience by giving thirty (30) days’ written notice (email is sufficient). RYDR may suspend or terminate immediately, without liability, where:
- The Vendor materially breaches this Agreement, the LOA or applicable law;
- The Vendor becomes insolvent, enters administration or ceases trading;
- The Vendor’s licences, permits or insurance lapse, are revoked or are suspended;
- The Vendor’s conduct exposes Customers, Couriers, RYDR or the Platform to material risk, harm or reputational damage; or
- RYDR is required to do so by law or regulator.
On termination the Vendor will fulfil all confirmed Orders, return all Equipment and confidential information, and pay all outstanding amounts. Sections relating to liability, indemnity, intellectual property, confidentiality, data protection, governing law and dispute resolution survive termination.
15. Compliance & Anti-Bribery
The Vendor will comply with all applicable laws, including anti-bribery, anti-corruption, anti-money laundering, sanctions, food safety, employment, health and safety and consumer protection laws. The Vendor will not directly or indirectly offer, give or receive any bribe, kickback or improper inducement in connection with the Platform.
16. Non-Exclusivity
This Agreement is non-exclusive. The Vendor may use other platforms or sales channels, and RYDR may onboard other Vendors, including direct competitors of the Vendor, in any market.
17. Force Majeure
Neither party will be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, hurricanes, earthquakes, floods, fires, war, terrorism, civil unrest, strikes, epidemics, pandemics, government action, telecommunications or internet failures, or utility outages.
18. Changes to this Agreement
RYDR may amend this Agreement at any time by posting the updated version on the Platform or notifying the Vendor by email. Material changes take effect thirty (30) days after notice. Continued use of the Platform after the effective date constitutes acceptance. If the Vendor does not agree, the Vendor’s sole remedy is to terminate under Section 14.
19. Notices
All notices must be in writing and are deemed given when sent by email to the address last notified by the recipient, by hand delivery, or by recognised courier to the parties’ registered office. Notices to RYDR must be sent to legal@rydrglobal.com.
20. Assignment
The Vendor may not assign or transfer this Agreement (or any rights or obligations under it) without RYDR’s prior written consent. RYDR may assign or novate this Agreement to any affiliate or to any successor of its business or assets.
21. Governing Law & Dispute Resolution
This Agreement is governed by and construed in accordance with the laws of Barbados, without regard to conflict-of-laws rules. The parties will first try to resolve any dispute amicably. If they cannot, the dispute will be finally resolved by binding arbitration in Bridgetown, Barbados under the rules of the Caribbean Branch of the Chartered Institute of Arbitrators by a single arbitrator appointed under those rules. The seat of arbitration is Barbados, the language is English, and the award is final and binding. Either party may seek urgent injunctive or equitable relief from the courts of Barbados to protect its intellectual property, confidential information or to enforce an arbitral award.
22. Severability & Entire Agreement
If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision will be replaced with a valid provision that most closely achieves its original intent. This Agreement, together with the LOA, the RYDR Privacy Policy and any documents incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements.
23. Electronic Execution & Counterparts
This Agreement and any LOA may be executed by electronic signature or click-through acceptance, and in counterparts, each of which is deemed an original and which together constitute one instrument. Electronic execution has the same legal effect as a handwritten signature.
24. Tax Compliance
The Vendor is solely responsible for assessing, reporting and paying all taxes (including VAT, sales tax, income tax and withholding tax) arising from sales made through the Platform, and for issuing valid tax invoices to Customers where required.
25. Contact
RYDR Global
Bridgetown, Barbados
Email: partners@rydrglobal.com (commercial), legal@rydrglobal.com (legal)
By accepting this Agreement (electronically, by signing the LOA, or by using the Platform) you confirm that the Vendor agrees to be bound by these Terms and Conditions.