Seller Policy Pages

1. Definitions and Interpretations

1.1 The following terms used in this Agreement (including these General Terms and Conditions) or any document referenced in this Agreement shall have the following meanings, unless otherwise expressly defined in this Agreement or therein: "Agreement" means the form attached to these General Terms and Conditions for VEEPEE.G Merchant Registration, including any schedules, appendices or other attachments to any of the foregoing, including all modifications, supplements and changes thereof; "Applicable Law" means any applicable law, regulation, rule, order, judgment or guideline adopted or issued by Parliament, Government or any competent court or authority in Malaysia, which exists now or in the future; "Business Day" means any day other than Saturdays, Sundays or public holidays in Kuala Lumpur, Malaysia; "Contribution" has the meaning given to it by Article 6 of these General Terms and Conditions; "Customer Account" means a customer's registered account on the VEEPEE.G platform; "Driver" means the party that delivers products ordered by a customer through the VEEPEE.G platform; "Effective Date" means the date on which Lazada approves the VEEPEE.G Merchant Registration Form submitted by the merchant; "Merchant Outlet" means owned, managed and registered by the merchant to enable... The restaurants or business premises served by VEEPEE.G may be modified and added from time to time in accordance with the agreement between the parties; “Merchant Information” refers to the merchant details as specified in the agreement; “Merchant SOP” refers to the standard operating procedures for merchants to use VEEPEE.G services, which VEEPEE.G may modify from time to time at its sole discretion, with or without notice; “Merchant Wallet” refers to the funds account held by the merchant in the CMS for holding transaction funds; “Net Sales” refers to the total price of the products in the transaction, excluding any taxes (including but not limited to any sales and service taxes): (a) after deducting any discounts from merchants on the VEEPEE.G platform; (b) excluding merchant service fees, merchant surcharges and other charges (if any and applicable) recorded in the systems of VEEPEE.G or its affiliates; “Order” refers to a product order placed by a customer on the VEEPEE.G platform; “Parties” refers to the CMS and the merchant collectively, and “a party” means any one of them; “Products” refers to food and/or beverages sold by the merchant through the VEEPEE.G platform; “Service Fee” is subject to Section 7.1 of these General Terms and Conditions. The following are the meanings given by the terms: "VEEPEE.G" refers to the mobile application or website operated by VEEPEE.G, or the VEEPEE.G e-commerce platform; "VEEPEE.G Platform" refers to the food ordering and delivery platform operated by VEEPEE.G on the VEEPEE.G Platform for providing VEEPEE.G services; "VEEPEE.G Services" refers to the food ordering and delivery platform service through which merchants can sell their products and customers can order products through the VEEPEE.G Platform, where delivery may be made by a driver or any other means determined by VEEPEE.G; "Transaction" refers to any transaction in which a customer orders and pays for products from a merchant through the VEEPEE.G Platform; and "Transaction Funds" refers to the total amount paid by a customer for transactions conducted through VEEPEE.G services on the VEEPEE.G Platform. 1.2 In this Agreement (including these General Terms and Conditions): (a) references to statutory provisions shall include that provision and any regulations made pursuant to it, whether before or after that date, that amend or reformulate the provisions of this Agreement from time to time, and any past statutory provisions or regulations that are directly or indirectly superseded by that provision or regulation (as amended or reformulated from time to time); (b) references to “written” or “in writing” shall include any visible form of reproduction; (c) references to “including” shall be construed as “including, but not limited to”; (d) references to “terms” or “schedules” shall refer to the following terms or schedules: these General Terms and Conditions (unless the context requires otherwise); (e) unless the context requires otherwise, words indicating the singular shall include the plural, and vice versa, and words indicating a particular gender shall include the other gender (male, female, or gender-neutral).

1.3 Headings in this Agreement (including these General Terms and Conditions) are inserted for convenience only and shall not affect the structure of this Agreement.

2. Scope

The agreement attached to these General Terms and Conditions contains the terms for the provision of VEEPEE.G services (which may be amended from time to time).

3. Term

This Agreement shall remain in full force and effect for one (a) year from the effective date and shall be automatically renewed for one (a) year unless either party gives written notice to the other party at least thirty (a) years prior to the expiry of any term.

4. VEEPEE.G Service Description

4.1 The Merchant acknowledges and agrees that the VEEPEE.G services provided by VEEPEE.G are limited to (a) referring customers to the Merchant; (b) acting as an intermediary between the Merchant and the Customer, accepting orders and receiving payments from customers on behalf of the Merchant; and (c) acting as an intermediary between the Merchant and the Customer, including relaying orders and making payments from customers to the Merchant. VEEPEE.G may, at its sole discretion, change or suspend the VEEPEE.G services without prior notice.

4.2 VEEPEE.G shall display the range of products offered by merchants on the VEEPEE.G platform, provided that such range has been communicated to VEEPEE.G and conforms to the standards individually determined and communicated to merchants by VEEPEE.G.

4.3 Merchants shall provide VEEPEE.G with all information necessary for VEEPEE.G to display products on the VEEPEE.G platform, including menus, products, product availability at any merchant outlet, the opening hours and location of the merchant outlet, logos, images, prices, and company identification as required by VEEPEE.G (“Necessary Information”). For the avoidance of doubt, if a merchant fails to provide VEEPEE.G with the Necessary Information, VEEPEE.G has the right to use any information available to VEEPEE.G, including any product-related images on the VEEPEE.G platform. Any changes to this information must be notified to VEEPEE.G by the merchant no later than seven (7) business days before the changes take effect.

4.4 Merchants should continuously verify the information published by CMS and notify CMS immediately of any errors or inaccuracies (within one hour of discovering the error or inaccuracy). For the avoidance of doubt, the merchant's menu, products, logos, images, prices, company identity, and other relevant information may be available on the VEEPEE.G platform and other media (including but not limited to Twitter, Facebook, and Google AdWords campaigns).

4.5 Merchants acknowledge and agree that CMS does not provide transportation services and does not act as an agent of any transportation service provider, courier, postal service provider, delivery service provider, catering supplier, or any other party. VEEPEE.G makes no representations or warranties regarding the use of CMS.VEEPEE.G does not guarantee, nor does it guarantee, the quality, safety, and/or legality of any product. VEEPEE.G does not guarantee the identity of any customer or ensure that a customer will complete a transaction.

4.6 The Merchant acknowledges and agrees that the actual contract for the sale of goods is directly entered into between the Merchant and the customer. CMS is not a party to such contract and assumes no responsibility, obligation, or liability in connection with any such contract or any related matters. Any dispute arising from any product is solely between the Merchant and the relevant customer.

4.7 The Merchant must handle any refunds and/or claims arising from the transaction, including but not limited to order cancellations. CMS may assist the Merchant with refund and/or claim procedures, and the Merchant further agrees that CMS may, at its sole discretion, refund transaction funds to the customer without the Merchant's prior approval.

4.8 CMS reserves the right to suspend a specific transaction and/or customer account and/or merchant wallet and/or VEEPEE.G services if it deems it necessary or desirable to protect the security of the customer account and/or merchant wallet and/or VEEPEE.G services;

(a) VEEPEE.G deems it necessary or desirable to protect the security of the customer account and/or merchant wallet and/or VEEPEE.G services;

(b) VEEPEE.G believes that the transaction (i) violates the terms of this Agreement or the security requirements of the customer account and/or merchant wallet and/or VEEPEE.G services; (ii) is a suspicious, unauthorized, or fraudulent transaction related to, but not limited to, money laundering, terrorist financing, fraud, or other illegal activities;

(c) is for the purpose of selling products or business activities that are not part of the merchant's agreement or are deemed to violate applicable laws;

(d) is if the merchant engages in activities prohibited by the merchant's SOP or any other policy of CMS or any applicable law; or

(e) other circumstances relating to CMS's compliance with any applicable laws.

4.9 VEEPEE.G may, at its sole discretion, provide merchants with periodic training on the development of VEEPEE.G services, including any changes or additions to VEEPEE.G service facilities.

4.10 VEEPEE.G reserves the right to deduct from transaction funds any service fees VEEPEE.G is entitled to and any donations (if any) made through the VEEPEE.G platform for providing VEEPEE.G services.

4.11 If VEEPEE.G provides a merchant with any equipment related to the provision of VEEPEE.G services (“Equipment”), including but not limited to Electronic Data Capture (EDC), the merchant agrees to be responsible for such Equipment and obligated to return it intact to VEEPEE.G upon termination of VEEPEE.G services. Further details regarding the use of Equipment, technical and operational support, and/or resolution of Equipment-related issues may be provided by VEEPEE.G in its Merchant SOPs and/or published by VEEPEE.G on the VEEPEE.G platform, which will apply to and bind both parties.

5. Obligations

5.1 Merchants shall register as merchants using the VEEPEE.G Merchant Registration Form or any other method specified by VEEPEE.G. Merchants shall integrate VEEPEE.G services into their merchant outlets and operate in accordance with VEEPEE.G's instructions and policies (which may be amended from time to time).

5.2 Merchants shall not permit any transactions involving any products or items prohibited or restricted by applicable law or CMS policies.

5.3 Merchants shall retain records relating to transactions for at least seven (7) years from the date the transaction occurred.

5.4 Merchants shall conduct business and operate their merchant outlets in accordance with applicable law and ensure that their business activities are not prohibited by applicable law.

5.5 Merchants shall always hold all relevant licenses and permits for conducting their merchant business, including any food safety laws and regulations. If a merchant becomes aware of any breach of their business or if relevant authorities discover that their business is in violation of any applicable law, the merchant must immediately notify the CMS (within one (1) hour of receiving notification). 5.6 The merchant represents to the CMS and warrants that: (a) to the best of its knowledge, it has not received any funds in connection with any illegal, fraudulent, deceptive or manipulative conduct or practice, and that the merchant has not paid to or received funds from any illegal source. To the extent that the Merchant becomes aware of any such transaction, the Merchant agrees to immediately notify CMS to suspend any such transaction and/or customer accounts and/or Merchant wallets; (b) Product-related information published on the VEEPEE.G platform complies with all legal requirements, including all information related to customer protection and welfare and any laws and regulations related to food sales; (c) The information provided by the Merchant to CMS is up-to-date and accurate and does not infringe on the intellectual property rights of any third party; (d) The products provided, prepared and sold to customers are of marketable quality and consumer safety, and their storage, production and preparation comply with and will comply with all applicable retail, restaurant and food safety regulations and those by VEEPEE.G and any applicable laws; (e) The Merchant possesses all licenses required by current laws and regulations and is not involved in any ongoing criminal, bankruptcy or tax proceedings or other pending penalties related to the Merchant's business operations; (f) The Merchant will not solicit data and/or information from customers or other parties in any way without the prior written approval of CMS and/or its affiliates. 5.7 If any product becomes spoiled, defective, or causes food poisoning, allergies, or other consequences affecting any customer, the merchant shall bear full responsibility and/or legal liability for such events and shall release and indemnify CMS from and against any claims, damages, or losses relating to such matters. 5.9 The Merchant agrees that it and its affiliates shall conduct business in accordance with applicable laws relating to anti-corruption laws and shall not, directly or indirectly, engage in any conduct that could lead to a breach of such laws, including, but not limited to, directly or indirectly providing, offering, or promising anything of value to any government authority or government official that could lead to a breach of any such laws. The Merchant and its affiliates shall not, at any time, engage in any transaction or dealing with any person or party, or in any country or region, that is or was subject to sanctions. 5.10 The Merchant shall not: (a) decode or reverse engineer the systems of the CMS or CMS food platform; (b) perform any actions that could lead to a breach of the sanctions. (c) Actions that cause damage and/or disruption to the VEEPEE.G platform system; (d) Performing any act intended to copy, reproduce, and/or steal information and/or data of Services, VEEPEE.G, and/or customers. 5.11 Merchants agree to participate in VEEPEE.G's promotional and marketing activities, including co-sponsored activities ("Activities Organized by VEEPEE.G" ("Promotional Activities")). If a merchant wishes to withdraw from participation in a Promotional Activity, the merchant shall notify the CMS's customer service of its intention and complete an opt-out form. VEEPEE.G shall process the withdrawal request within fourteen (14) days of receiving the completed opt-out form. 5.12 Merchants shall be responsible for the confidentiality of any and all credentials, passwords, personal identification numbers (PINs), or any other codes used to access their merchant wallets. Merchants shall be fully responsible for all activities occurring under their merchant wallets, even if such activities or uses are not carried out by the merchant. VEEPEE.G shall not be liable for any loss or damage caused by unauthorized use of merchant credentials or the merchant's failure to comply with these Terms.

6. VEEPEE.G Jointly Funded Activities

If a merchant participates in an activity, the merchant's contribution to the activity (“Contribution”) shall be based on each net sales transaction recorded in the VEEPEE.G system. The CMS shall notify the merchant of its share of contribution in the relevant activity via email or any other means at the CMS's sole discretion.

7. Fees and Taxes

7.1 As consideration for the VEEPEE.G services provided by VEEPEE.G, the merchant shall pay VEEPEE.G a service fee (“Service Fee”) as stated in the VEEPEE.G Merchant Registry. The Service Fee shall be charged on each net sales transaction based on a successful transaction recorded in the CMS system. The Service Fee does not include any Service and Sales Tax (SST), and the merchant shall be responsible for any taxes collected by VEEPEE.G in connection with the Service Fee. 7.2 The terms of transaction fund settlement, after deducting the Service Fee, contributions (if any), and/or other fees (if any), will be further specified in the Merchant SOP and subject to change at the CMS's sole discretion. 7.3 Unless otherwise provided by applicable law, for certain reasons, unless otherwise provided by applicable law, the merchant hereby authorizes… VEEPEE.G and/or its affiliates may initiate debit or credit entries to a merchant's wallet at any time by giving written notice to the merchant, including but not limited to: (a) correcting any errors in the processing of any transactions and/or instructions provided by the merchant to the CMS, including but not limited to double payment; (b) where the CMS determines that the merchant is engaged in any fraudulent or suspicious activity and/or transaction; (c) relating to any rewards or rebates; (d) relating to any uncollected fees or donations (if any); (e) relating to the resolution of any transaction disputes, including any compensation due to or from the merchant; and (f) any other reason the CMS may determine in the future to be related to any transaction. 7.4 VEEPEE.G may, at its sole discretion, modify service fees, contributions, or any other applicable fees, or include any additional fees at any time by giving written notice to the merchant. 7. Taxes” and undertakes to pay all such taxes in a timely manner. If a merchant fails to pay taxes, and the CMS is required to pay such taxes and (if applicable) any related penalties, the CMS shall have the right to recover such payments made by the CMS.

8. Intellectual Property

8.1 VEEPEE.G and/or its licensors retain and shall retain all rights, title, and interest in all copyrights, trademarks, and other intellectual property rights contained herein and in connection with it, unless expressly granted to the Merchant in this Agreement.

8.2 The Merchant grants VEEPEE.G a worldwide, non-exclusive, royalty-free, and non-transferable license, solely for the term of this Agreement, to reproduce, use, and display any intellectual property rights granted to the Merchant by or for the performance of this Agreement. The Merchant hereby warrants and represents that it owns or has the right to use and sublicense any intellectual property rights that may be available to VEEPEE.G.

8.3 The Merchant represents and warrants that it is the legal licensee of all intellectual property rights it owns or uses under this Agreement, that there is no infringement or violation of any third party's title or intellectual property rights, and that no other party claims the same title to such intellectual property rights.

8.4 All reports, specifications, and other similar documents prepared or compiled in the course of this Agreement, including documents and materials relating to the VEEPEE.G Services and any derivatives of any intellectual property rights granted by any party, shall be the absolute property of such Agreement. The Merchant shall participate in the preparation process and at any time thereafter. For the avoidance of doubt, all intellectual property rights, specifications, and other similar documents present in this report shall always remain the property of the relevant party. 8.5 Each party warrants to the other that it will not use any of the other party's trademarks in any marketing activity, including but not limited to promotional activities, without the other party's prior written consent. Notwithstanding the foregoing, VEEPEE.G has the right to use the merchant's trademarks to promote VEEPEE.G services and related promotional activities on all platforms across all media worldwide.

9. No Warranty

9.1 VEEPEE.G services are provided "as is" without any express, implied, or statutory representations or warranties. VEEPEE.G and any of its subsidiaries and affiliates, officers, directors, agents, joint ventures, employees, and suppliers expressly disclaim any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. VEEPEE.G has no control over products purchased through VEEPEE.G services. VEEPEE.G does not guarantee continuous, uninterrupted, or secure access to any part of its food services, and the operation of the VEEPEE.G website may be temporarily suspended for maintenance or upgrades, or subject to interference from many factors beyond VEEPEE.G's control. VEEPEE.G will make reasonable efforts to ensure timely processing of VEEPEE.G services, but VEEPEE.G makes no representations or warranties as to the amount of time required to complete processing. 9.2 VEEPEE.G shall not be liable for any of the following: (a) any suspension or refusal to accept payments that VEEPEE.G reasonably considers fraudulent or unauthorized; (b) payment instructions received containing incorrect or malformed information; (c) malfunction of hardware, software, mobile devices, and/or internet connections due to (including but not limited to) viruses, interruptions, or other forms of system disruption (such as unauthorized access by third parties); (d) any of the circumstances set forth in Section 4.8. (a) Any suspension or refusal of payments that CMS reasonably deems fraudulent or unauthorized; (b) Payment instructions received containing incorrect or malformed information; (c) Malfunction of hardware, software, mobile devices, and/or internet connections due to (including but not limited to) viruses, interruptions, or other forms of system disruption (such as unauthorized access by a third party); (d) Any of the circumstances specified in Section 4.8.10. Confidentiality and Personal Information

10.1 Each party shall keep confidential all confidential information disclosed, provided, or otherwise made available to the receiving party by the disclosing party or on its behalf, for its own or any other person’s benefit (except for proper performance of its obligations under this Agreement). "Confidential Information includes confidential and proprietary products or information, intellectual property, business plans, operations or systems, financial and trading conditions, details of customers, suppliers, debtors or creditors, information relating to the disclosing party or any of its officers, directors or employees, affiliates, marketing information, printed materials, rates and rate tables, contracts, regardless of their form, format or medium, whether machine-readable or human-readable, including written, oral or tangible form, and also including information conveyed or obtained through meetings, documents, letters or examination of tangible items. This clause does not apply to any confidential information disclosed, provided or otherwise made available by the disclosing party that is in the public domain and shall cease to apply to any information subsequently made publicly available, except as a result of any breach by the receiving party. 10.2 The receiving party may disclose confidential information to (a) its directors and employees, provided that their duties would require them to access such confidential information, but the receiving party shall instruct such directors and employees to treat such confidential information as confidential and not to use such confidential information for any purpose other than the proper performance of their duties; (b)" The receiving party shall ensure that its external auditors, lawyers, and professional advisors are contractually bound by the provisions of this Agreement and that appropriate confidentiality provisions are included in their employment and other applicable contracts. 10.3 Both parties to this Agreement shall comply with their respective obligations as data users and data processors as required by all applicable laws and privacy policies relating to any personal data available on the CMS platform related to this Agreement. For the purposes of this Agreement, "3. Both parties to this Agreement shall comply with their respective obligations as data users and data processors as required by all applicable laws and privacy policies relating to any personal data available on the CMS platform related to this Agreement." For the purposes of this Agreement, “3. The parties to this Agreement shall comply with their respective obligations as data users and data processors as required by all applicable laws and privacy policies relating to any personal data available on the CMS platform in connection with this Agreement. For the purposes of this Agreement, “personal data” means personal data with the given meaning, controlled by the data user, and for which the data processor needs or is required to provide services for the performance of this Agreement; “data processor” means, for the purposes of personal data, any person (excluding the data user’s employees) who processes personal data solely on behalf of the data user and not for any personal purpose; and “data user” means any person who processes any personal data alone or jointly or with others, or who controls or authorizes the processing of any personal data, excluding the data processor. 10.4 The confidentiality obligations under this Article 10 shall remain in effect after the termination of this Agreement and/or before the confidential information enters the public domain.

11. Force Majeure

11.1 The parties shall release themselves from all obligations and liabilities arising from force majeure. “Force majeure” means any unforeseen and unavoidable event and/or special circumstances beyond the reasonable control of the parties, including but not limited to epidemics or pandemics (2019). Except for the COVID-19 pandemic/pandemic, natural disasters, war, insurrection, aggression, sabotage, public unrest, and the existence of government regulations in monetary matters directly affecting the performance of this Agreement. 11.2 If either party is delayed or unable to perform its obligations under this Agreement due to a force majeure event, it shall notify the other party in writing as soon as possible after the occurrence of the force majeure event.

12. Termination

12.1 Each party may terminate this Agreement immediately if: (a) the other party files for bankruptcy, becomes insolvent, or makes any arrangement, settlement, or assignment in the interests of its creditors, or appoints a receiver or administrator for that party or its business, or the party voluntarily (other than reorganization or merger) or compulsorily liquidates; (b) in the event of a material breach of this Agreement by the other party, or if the non-breaching party considers such breach remediable and provides an opportunity for remedy, but such breach is not remediable within 30 (thirty) days from the date the non-breaching party notifies the other party of such breach; (c) VEEPEE.G suspects any illegal activity, illegal and/or fraudulent conduct committed by the Merchant and/or its employees or agents; (d) the other party breaches or fails to comply with any applicable law that may adversely affect the non-breaching party in any material respect, including any food safety or other regulations relating to restaurants and/or catering; (e) gives the other party 30 (thirty) days' written notice, whether for any reason or no reason. 12.2 The termination of VEEPEE.G services shall not release or limit the obligations, liabilities and responsibilities of the Merchant or VEEPEE.G that arise prior to the termination. This includes any food safety or other regulations relating to restaurants and/or catering; (e) gives the other party 30 (thirty) days' written notice, whether for any reason or no reason. 12.2 The termination of VEEPEE.G services shall not release or limit the obligations, liabilities and responsibilities of the Merchant or VEEPEE.G that arise prior to the termination. This includes any food safety or other regulations relating to restaurants and/or catering; (e) gives the other party 30 (thirty) days' written notice, whether for any reason or no reason. 12.2 The termination of VEEPEE.G services shall not release or limit the obligations, liabilities, and responsibilities of the Merchant or VEEPEE.G prior to termination.

13. Operations

13.1 The Merchant shall not assign any of its rights under this Agreement to any person without the prior written consent of CMS.

13.2 The Merchant shall not allow any other person (excluding the customer) to use CMS food services without the prior written consent of CMS.

13.3 The provisions of this Agreement shall be binding on both parties and their respective successors and permitted assigns.

14. Relationship of Parties; Driver as Independent Contractor

14.1 Nothing in this Agreement shall be construed as establishing a partnership, joint venture, or agency relationship between the Merchant and CMS. Neither party has the authority to enter into any agreement of any kind on behalf of the other.

14.2 The third-party agreement by the driver to provide food delivery services to the customer is a separate agreement between the customer and the driver; the driver is not an employee or agent of CMS. VEEPEE.G is merely an intermediary between the customer and the driver.

14.3 VEEPEE.G does not provide any transportation services and is not liable to any party for any act, negligence, failure, lateness, or refusal to provide transportation services by the driver. 14.4 VEEPEE.G does not and should not warrant the safety, reliability, compatibility, or ability of the driver in fulfilling their obligation to deliver products from the merchant to the customer. Therefore, the Merchant hereby indemnifies and releases CMS from all and all liabilities, claims, causes, and damages.

15. Indemnification

The Merchant shall indemnify and release CMS, its affiliates, and their respective officers, directors, employees, agents, and third-party contractors (“Indemnified Party”) from and against any loss, liability, cost, and expense (including full reimbursement of any legal and professional fees) suffered or incurred by the Indemnified Party as a result of any claim made or threatened by any third party, relating to any product, merchant using VEEPEE.G services or the VEEPEE.G platform, and/or any breach of any provision of this Agreement, except as caused by the negligence, malice, or willful misconduct of VEEPEE.G. Notwithstanding any other provision herein, the parties agree that neither party shall be liable to the other for any loss of profits, goodwill, business opportunities and anticipated savings, or any indirect or consequential loss or damage suffered or arising out of either party.

16. Governing Law; Dispute Resolution

This Agreement shall be governed by the laws of England. In the event of any dispute, controversy, claim or disagreement of any kind (“Dispute Notice”) arising between the parties, the parties shall, within thirty (30) days of receipt by one party, attempt (1) to resolve the dispute first through mutual discussion between the senior management of both parties. If a dispute cannot be settled by mutual discussion within thirty (30) days, it shall be submitted to the International Arbitration Centre (“AIAC”) for arbitration and final settlement. The AIAC Arbitration Rules in force at the time shall be deemed to be incorporated into this Agreement by reference. There shall be one (1) arbitrator, jointly appointed by the parties. If the parties cannot agree on an arbitrator, the arbitration shall be appointed by the Director of AIAC in accordance with the AIAC Rules. The language of arbitration shall be English. The place and venue of arbitration shall be London, United Kingdom. The parties agree that Part III of the Arbitration Act 2005 shall not apply to this Agreement or any arbitration proceedings arising out of or relating to this Agreement. Prior to the award of any arbitration proceedings conducted under this Agreement, this Agreement and the rights and obligations of the parties shall remain in full force and effect.

17. Notices

17.1 All notices under this Agreement shall be given by personal delivery, by registered mail sent overnight by courier or by email to the following address: (a) If sent to VEEPEE.G France 93059 (Pierrefitte-sur-Seine)

Note: Group General Counsel (b) If sent to a merchant, to the address listed in the merchant details or by other methods or means as determined by VEEPEE.G. 17.2 All notices under this Agreement shall be deemed to have been duly served: (a) if delivered by personal delivery, when left at the address required in this Section 17; (b) if sent by overnight courier, on the second (2) business day after the courier is picked up; (c) if sent by email, on the day of sending, provided that such email is sent before 5:00 p.m. on a business day; if sent before 5:00 p.m. on a business day. If sent subsequently or on a non-business day, it shall be deemed to have been delivered on the next business day. In the case of notification sent by the merchant via email,

18. No Waiver

A party's failure to perform any provision of this Agreement shall not be construed as a waiver of the right to such provision or to perform the Agreement or any other provision. No waiver shall be construed as a continuing waiver.

19. Severability

If any part of this Agreement is invalid, illegal, or unenforceable, such part shall be severable from the remainder of this Agreement, which shall continue to be valid and enforceable to the fullest extent permitted by applicable law.

20. Entire Agreement

This Agreement (including all annexes and other documents mentioned herein, including but not limited to the Merchant SOP and the Standard Operating Procedures for VEEPEE.G's provision of VEEPEE.G services) represents the entire agreement between the parties concerning its subject matter, and the parties shall be bound by it. Everything not set forth in this Agreement shall be specified in the Merchant SOP or any other document published by the CMS on the CMS platform. The Merchant SOP is an integral part of this Agreement, and by agreeing to this Agreement, the Merchant agrees to comply with the Merchant SOP. If any provision of this Agreement is inconsistent with... Any discrepancies between the terms of the VEEPEE.G platform or any of the SOPs (Standard Operating Procedures) for merchants providing VEEPEE.G services on the VEEPEE.G platform shall be subject to the terms of the Merchant SOPs. Last updated: October 11, 2021