General Terms for Delivery Services
Between
Wolt Enterprises Israel Ltd., from Allenby St. 113, 6581706, Tel Aviv, Israel (“Wolt“, "we", "us" or "our"); and
The person or legal entity receiving the Service from Wolt (“Partner” and “You”).
GENERAL
Wolt provides the Service (as defined below) to the Partner subject to these General Terms (this "Agreement").
Wolt provides the Service to the Partner as a sub-contractor for the platform from which You purchase the Service as part of the services provided to You by the Platform (as defined below).
This Agreement is a legal agreement between you, as a current or prospective Partner and Wolt and governs your use of the Service. By using the Service or any part thereof, you agree to the terms of this Agreement. If you are using the Service on behalf of a legal entity, you represent to us that you have authority to bind that entity to this Agreement, and that the entity accepts the terms of this Agreement.
Before using the Service, please read this Agreement carefully. If you do not agree to this Agreement, you may not use or access the Service.
This Agreement applies to all use of the Service by the Partner, including all Orders (as defined below) requested by the Users (as defined below) and confirmed by the Partners through the Platform Dashboard (as defined below). Other general terms or agreements are not applicable between the parties, unless the parties have agreed to apply such additional terms and agreements explicitly in writing.
DEFINITIONS
In this Agreement, the following defined terms shall have the meanings ascribed: "Platform" means the applicable entity managing and operating the Platform.
"Platform" means the online platform operated and managed by the platform provider and on which the Partner manages and operates the Partner Website.
“Wolt DaaS API” means the interface offered on the Platform to Partners to download to and integrate with the Partner Website, allowing the Partner to offer the Service to its Users.
“Wolt Platform” means Wolt’s technical and logistics capabilities and user interface provided by Wolt to its Courier Partners for enabling them to provide delivery services to Wolt.
”Courier Partner” means the courier partner performing delivery of Purchased Items to User. Courier Partner provides the delivery service to Wolt as an independent contractor based on the courier partner service agreement between Courier Partner and Wolt.
”Delivery Area” means area within which the Service is available, as will be specified, from time to time, in the Platform Dashboard.
“Tracking Interface” means the tracking functionality provided by Wolt to the Partner and shared with the Users by Partner , enabling the tracking of the delivery and estimated time of arrival of the Purchased Items to the delivery address.
“Partner” means the registered user to which Wolt offers the Service.
"Partner Website" means the online store or other web-based marketplace provided by Partner where Users can purchase products from the Partner and request Service for the delivery of Purchased Items.
“Purchased Items” means the products purchased by User from the Partner through the Partner Website, excluding the Prohibited Items.
"Pick-Up Location" means the location from which the Courier Partner will pick-up the Purchased Item for delivery to the User, as specified and confirmed by the Partner in the Order.
"Pick-Up Time" means the time or time range specified by the Partner in the Order, in which the Purchased Items are made available for pick-up by the Courier Partner.
"Prohibited Items" means the items listed in Section 11 below.
"Order" means: (i) an inquiry for the Service requested by User through the Partner Website; (ii) confirmation by the Partner in the Platform Dashboard of the use of the Service for the delivery of the Purchased Item to the User, in accordance with the terms of this Agreement.
“User(s)” means a natural or legal person purchasing the Purchased Item(s) from the Partner through the Partner Website.
"Shipping Information" means the information specified in Section 10, required for the delivery of the Purchased Item to the User, as provided by the User and confirmed by the Partner.
“Service” means (a) the delivery to the User of Purchased Items provided to the Partner by Wolt and (b) Wolt Tracking Interface provided by Wolt to the Partner, enabling User to track the status of the delivery of the Purchased Items ordered by User through the Partner Website. Partner may charge Users for the Service offered through the Partner Website.
"Service Fees" means the fees payable by the Partner to Platform for the Service.
“Platform Dashboard” means the dashboard tool developed by Wolt and offered by Platform to Partners with an integration to the Wolt DaaS API, in which the Orders placed by Users to the Partner are visible.
“Intellectual Property Rights” means, without limitation, any and all rights existing now or in the future under patent law, copyright law, trade secret law, trademark law and any and all similar proprietary rights, industrial property (such as inventions, discoveries, industrial designs, trademarks, service marks, commercial names and designations), and any and all renewals, extensions, and restorations thereof, including but not limited to any rights to apply for a patent, database rights, moral rights, trade secrets, know-how, designs, algorithms, mathematical treatises, art, sounds, graphics, animation, math and pay tables, goodwill, domain names and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields whether arising by operation of law, contract, license or otherwise; and all such rights which arise in the future.
THE SERVICE
The Service provided by Wolt is available to the Partner to offer to its Users, within the Delivery Area, in consideration of the payment of the Service Fees by the Partner.
Partner agrees that Wolt shall be entitled to change the terms of the Service, including, without limitation, the Delivery Area and/or Service Fees, at any time, at its sole and reasonable discretion, and shall notify the Partner of any such change via the Wolt Platform, reasonable period of time prior to the coming into effect of such change. The updated terms of the Service shall apply to any Order submitted to Wolt by the User following their entry into effect.
The Parties acknowledge that the Service provided by Wolt includes a delivery service only as part of the overall services provided to the Partner by Platform, and the Partner or User will not become the customer of Wolt.
Partner shall be solely responsible for all other matters relating to the User and the Order, including but not limited to, confirming the Shipping Information, collecting payments, packing and labelling the Purchased Items for delivery and making the Purchased Items available for pickup by Courier Partner in accordance with Pick-Up Time designated by the Partner in the Order, confirming compliance of the Purchased Items with this Agreement, handling customer support and any claims or returns relating to the Purchased Items (except for return of non-claimed Purchased Items in accordance with the terms herein).
Without prejudice to any other terms of this Agreement, Service shall be rendered by Wolt in accordance with this Agreement and the terms under "Service Description" herein.
In consideration for the provision of the Service, the Partner shall pay Platform the Service Fees, as specified in Schedule A. Wolt shall be entitled to amend the Service Fees, at any time, in its sole discretion by giving to the Partner a notice via the Wolt Platform, reasonable period of time prior to such change. The amended Service Fees will apply to any Order submitted to Wolt following the entry into effect of the amended Service Fees. SERVICE DESCRIPTION
Users can request from Partner the Service for the delivery of their Purchased Items. Such requests will be delivered to and visible to Partners in the Platform Dashboard, together with all information provided by the User during the order of the Purchased Items.
The Platform Dashboard will display Order requests from Users which are within the Delivery Area and eligible for the Service. The Partner may then request the Service from Wolt with respect to these User requests, by submitting an Order which includes the Shipping Information, through the Platform Dashboard.
Wolt will respond to such Order through the Wolt DaaS API by accepting or rejecting the Order. Orders will be fulfilled by Wolt only if they meet the terms and conditions set out herein.
As part of the Orders confirmed and submitted by Partners through the Platform Dashboard, Partners are required to fill in and confirm the following information: Pick-Up Location, Pick-Up Time, the full name, phone number and delivery address of the User and any purchase notes of the User related to the delivery. Wolt shall be entitled to reject an Order when Wolt reasonably considers that the Shipping Information provided is not adequate. You will be notified of such reject via the Platform Dashboard.
Partner is prohibited from using the Service for the delivery of the following items ("Prohibited Items"): (1) goods the value of which exceeds NIS 500 (2) goods the weight of which (including packaging) exceeds 5kg; (3) packages the dimensions of which exceed 40 cm in length and 40 cm in width and 25 cm in height; (4) alcohol, drugs, medication (prescription and non-prescription), narcotics, tobacco and smoking aids (including electronic cigarettes); (5) dangerous, toxic, flammable or hazardous goods (including batteries); (6) restricted, illegal (including items considered illegal in export out or import into the State of Israel) or regulated goods (e.g. arms, ammunition, pornography); (7) items containing sensitive, confidential or personal information; (8) items that require special care during delivery (including cooling or heating); or (9) items which are unfit for delivery. Wolt is entitled to update the list of Prohibited Items, at any time, at its sole discretion. After Partner confirms the Order through the Platform Dashboard, and provided that the Order meets the requirements set out under this Agreement, Wolt is responsible for providing the Service to Partner in accordance with the terms of this Agreement.
When Partner confirms the Order, Wolt provides User with a Tracking Interface via text message or email. Partner is responsible to notify Users regarding the use of the Tracking Interface and the communications made by Wolt to the Users in this regard.
Partner is responsible for safe packaging of the Purchased Items (including wrapping and cushioning, if needed) in accordance with any applicable laws and having such Purchased Items available for pickup by Courier Partner at the Pick-Up Time. Acceptance of a Purchased Item by the Courier Partner does not constitute acknowledgement by Wolt of the packaging standards or an indication that a Purchased Item is packed in accordance with the above standards.
Wolt shall primarily direct to Partner any User contacting Wolt relating to customer support, the Service, the Purchased Items and/or Partner Website. Partner shall provide the contact details of its customer support to Users in a clear and easily accessible manner in accordance with applicable laws. RIGHTS AND RESPONSIBILITIES OF WOLT
Without prejudice to any other terms of this Agreement, Wolt shall be responsible for the compliance of the Service with all applicable regulations.
Wolt has the right to use third party service providers for the performance of the Service. Wolt shall have full freedom in arranging the Service performed by the Courier Partner on behalf of Wolt and the terms related thereto. Partner shall not contact the Courier Partner directly or exercise any control regarding the performance of the Service by the Courier Partner. RIGHTS AND RESPONSIBILITIES OF PARTNER
Partner shall ensure and be responsible that the conduct and quality of its business in relation to the Service comply with all applicable regulations, requirements, and contractual obligations towards the User.
Partner shall defend, indemnify, and hold harmless Wolt from and against any claims, actions or demands, including without limitation reasonable attorneys’ fees, arising or resulting from all claims arising from the Partner’s Purchased Items, the Partner’s interactions with Users or the Partner’s breach of this Agreement.
The Partner represents, warrants and covenants to Wolt that the Purchased Items are lawfully in their possession and that there is no legal, contractual or other restriction for delivering the Purchased Items to the Users through the Service. INTELLECTUAL PROPERTY RIGHTS OF WOLT
Partner agrees that all Intellectual Property Rights in the Service, the Wolt DaaS API, the Wolt Platform, the Tracking Interface and the Platform Dashboard and any and all related components and documentation and copies thereof are owned by Wolt and/or its affiliates and the Partner agrees that all such Intellectual Property Rights shall remain vested exclusively in Wolt and/or its affiliates at all times.
Partner is granted a non-exclusive, worldwide, non-transferable, revocable and limited license to access and use the Wolt DaaS API, the Wolt Platform, the Tracking Interface and the Platform Dashboard only as necessary to support an integration of the Service with the Partner Website and for the offering of the Service to the Users (the "Purpose").
You specifically acknowledge and agree that, other than for the Purpose, no rights of any kind, including rights to sub-license, are being granted to You under this Agreement and You must not use or access our Service, the Wolt DaaS API, the Wolt Platform, the Tracking Interface and the Platform Dashboard for any purpose other than the Purpose.
Except as otherwise expressly provided in this Agreement, You will not, and will not permit others to: (i) access or use the Service, the Wolt DaaS API, the Wolt Platform, the Tracking Interface and the Platform Dashboard in violation of any law or regulation; (ii) use, copy, modify or create derivative works of the the Wolt DaaS API, the Wolt Platform, the Tracking Interface and the Platform Dashboard; (iii) access the Service, the Wolt DaaS API, the Wolt Platform, the Tracking Interface and the Platform Dashboard in any manner that compromises, breaks or circumvents any of our technical processes or security measures associated with the Service or poses a security vulnerability to users of the Service; (iv) reverse- engineer, disassemble, or decompile the the Wolt DaaS API, the Wolt Platform, the Tracking Interface and the Platform Dashboard or otherwise attempt to determine its underlying source code or reduce any part of it to human-readable form, except and only to the extent expressly permitted under applicable law; (v) sell, lease, sublicense or subcontract any portion of the Service, the Wolt DaaS API, the Wolt Platform, the Tracking Interface and the Platform Dashboard to any third party; or (vi) use any trademarks or logos of Wolt, without the prior written consent of Wolt or as otherwise explicitly provided under this Agreement. WARRANTIES
Wolt shall observe the care of a reasonable service provider. However, the Service, including the Wolt DaaS API, the Wolt Platform, the Tracking Interface and the Platform Dashboard, is provided on an "as is" and "as available" basis. The Parties acknowledge and agree that Wolt does not give representations and warranties of any kind relating to the Service, including, the Wolt DaaS API, the Wolt Platform, the Tracking Interface and the Platform Dashboard, whether express or implied, including the fitness for a particular purpose.
Partner agrees that the Service, the Wolt DaaS API, Wolt Platform, Tracking Interface and the Platform Dashboard may be temporarily unavailable or only available with limited access or capacity due to maintenance or otherwise, either by Wolt or by third-party providers. Wolt shall not be liable towards Partner and/or its Users for delays or failures in performing the Service or its obligations under this Agreement resulting from such aforementioned circumstances. PERSONAL DATA
The Shipping Information is conveyed and confirmed by Partner to Wolt through the Platform Dashboard.
In this section, “Personal Data” refers to any Shipping Information relating to an identified or identifiable natural person processed in connection with the Service in accordance with and during the term of the Agreement.
For the purposes of providing the Service to Partner, Wolt will process the Personal Data as data processor. Partner will provide such Personal Data to Wolt to enable the performance of the Service. Partner hereby undertakes to comply with any and all applicable laws relating to the personal data, including, without limitation, notices to Users regarding the processing of Personal Data by Wolt (as detailed under Section 28) and registering a database vis-à-vis the data protection authority and registering Wolt as a "holder" of such database, if applicable.
Partner is responsible for informing User in a suitable and lawful manner that the Personal Data will be provided to Wolt for purposes of performing the Service.
In respect to the Personal Data set out in above section, the Parties are aware that they both act as independent data controllers. With respect to the Personal Data, each Party shall therefore be responsible for its own processing activities, information obligations and for ensuring that any of the Party’s processing activities comply with applicable data protection legislation.
Notwithstanding the foregoing, Wolt will process the Partner's personal data provided by the Partner to Wolt for the purpose of providing the Service. You are under no legal obligation to provide Wolt with Your Personal Data and you are doing so with your own free will and consent. Wolt shall be entitled to share your personal data with the following recipients: (i) our subsidiaries; (ii) affiliated companies; (iii) trusted subcontractors and third-party service providers; and (v) any potential purchasers or investors in Wolt. We may share personal data with our recipients for any of the following purposes: (i) storing or processing personal data on our behalf (e.g., cloud computing service providers); (ii) assisting us with our business operations; and (iii) performing research, technical diagnostics, personalization and analytics that will enable us to improve the Service. We may also disclose your personal data if we have a good faith belief that disclosure of such data is helpful or reasonably necessary to: (i) comply with any applicable law, regulation, legal process or governmental request; (ii) enforce our policies (including our agreements), including investigations of potential violations thereof; (iii) investigate, detect, prevent, or take action regarding illegal activities or other wrongdoing, suspected fraud or security issues; (iv) establish or exercise our rights to defend against legal claims; (v) prevent harm to the rights, property or safety of us, our affiliates, our users, yourself or any third-party; (vi) for the purpose of collaborating with law enforcement agencies; and (vii) in case we find it necessary in order to enforce Intellectual Property Rights or other legal rights. Since we operate globally, it may be necessary to transfer your personal data, to countries outside your jurisdiction, which are not necessarily provide level of protection of personal data which is offered in your jurisdiction. In these instances, we will enter into legal agreements ensuring an adequate level of data protection. LIMITATION OF LIABILITY
Wolt or the Platform shall not be liable for any delays or failures in performance or of its obligations under this Agreement resulting from acts beyond its reasonable control, including but not limited to, technical issues, weather conditions, acts of force majeure including strikes, war, terror acts, governmental shutdown and social distancing decrees, and other circumstances beyond Wolt’s reasonable control affecting the service level and quality of the Service.
In no event will our or the Platform's aggregate liability towards You, arising out of or related to this Agreement or performance of the Service (whether in contract or tort or under any other theory of liability), exceed NIS 500 per Order.
In no event will Wolt or the Platform have any liability to You or to any third party for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not You or the third party has been advised of the possibility of such damages. The foregoing limitation of liability will not apply to the extent prohibited or restricted by applicable law.
Wolt shall have no liability for claims or losses to the extent arising from: (i) modification of the Service by anyone other than Wolt; (ii) use of the Service in a manner inconsistent with this Agreement or in violation of this Agreement.
Wolt shall have no responsibility nor liability in connection with the operation of the Platform and/or any of its components. CONFIDENTIALITY
Both Parties shall keep confidential this Agreement and the content hereof as well as any other trade secrets and confidential information received from the other Party in connection with the Service and in connection with this Agreement.
Both Parties undertake to keep confidential this Agreement as well as any such information or materials received from the other party that are marked as confidential, or that can otherwise be understood to be confidential. Neither Party shall not use confidential information for any purpose other than for the performance of this Agreement.
The Parties have the right to share the confidential information received from the other Party with employees and contractors for the purpose of performing the rights and obligations under this Agreement on a strict and genuine need to know basis. In this case the Party receiving confidential information shall ensure that the employees and contractors are bound by the same level of confidentiality as the Party.
Upon termination or expiration of this Agreement (or when the Party no longer needs the said information for the performance of this Agreement) the Party shall cease using any materials and confidential information received from the other party and return or destroy the said material and all copies made thereof. The rights and responsibilities under this section shall survive the expiry or termination of this Agreement for a period of 5 years. ASSIGNMENT
Wolt shall be entitled to assign all or any of its rights or obligations hereunder in whole or part to an affiliate or successor or to a purchaser or acquirer of its business assets relating to the Service without the Partner’s prior consent.
The Partner shall not be entitled to assign any of its rights or obligations hereunder in whole or part. TERM AND TERMINATION
This Agreement enters into force upon Partner’s acceptance of the Agreement.
This Agreement remains in force as a binding agreement between Wolt and the Partner until further notice as long as the Partner is using the Service.
The Partner can discontinue the use of the Service at any time. Wolt can discontinue providing the Service permanently or temporarily at any time, at its sole and reasonable discretion. GOVERNING LAW AND JURSIDICTION
This Agreement is to be governed by and construed according to the laws of the State of Israel, without regard to its principles of conflicts of laws.
Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be brought exclusively to the courts of Tel-Aviv-Jaffa, Israel and no other court shall have any jurisdiction over any matters related to the this Agreement or the Service. MISCELLANEOUS
If any provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it valid, legal and enforceable, and the validity and enforceability of the rest of the Agreement shall otherwise remain unaffected.
No waiver by us of any terms of this Agreement shall be construed as a waiver of any preceding or succeeding breach of any terms of this Agreement.
We reserve the right to amend, modify, update and change any of the terms of this Agreement from time to time, at our sole and reasonable discretion, and we will notify you of any such amendment, modification or change by publishing a new version of this Agreement. Any modified version of this Agreement will take effect reasonable time following publication and your continued use of the Service will be deemed to constitute your acceptance of the changes to this Agreement. It remains your responsibility to ensure that you are aware of the correct, current terms and conditions of this Agreement and we advise you to check for updates on a regular basis.
Schedule 1 - Specific Terms of the Wix Platform
Service Fees
Waiting Fee –
Courier Partner shall wait 10 minutes at the Pick-up Location for picking up the Purchased Item. If Partner does not deliver the Purchased Item to the Courier Partner during such time period, Courier Partner shall be entitled to leave the Pick-up Location and the Partner will not be entitled for refund for the Service Fee. In such case, Partner shall be entitled to initiate a new Order without paying additional Service Fees but will be charged with a Waiting Fee.
Partner will be charged a Waiting Fee for each 10 minutes period of waiting (or part thereof) by the Courier Partner at the Pick-Up Location, following the initial 10 minutes period as of the Pick-Up Time.
Change of Address Fee – Partner will be charged with the Change of Address Fee if Partner changes the delivery address after Courier Partner has reached the Pick-Up Location. Change of Address Fee is payable per each 250m (aerial distance) from the original delivery address to the new delivery address.
Cancellation Fee – Partner will be charged with Cancellation Fee upon cancellation of the Order by the Partner 10 minutes or less from the Pick-Up Time.
Service Fee –
Partner will be charged with the Service Fee in case Purchased Item was not demanded following delivery to the delivery address (no answer from User, wrong delivery address, etc.) and has returned to the Pick-Up Location. In such case, Partner is responsible for the collection of the Purchased Item at the Pick-Up Location. In case Partner is not available for collecting the returned Purchased Item, Wolt shall be entitled to instruct the Courier Partner to drop the Purchased Item at the Pick-Up Location or dispose of the Purchased Item, at its reasonable discretion, and the Partner shall have no claims against Wolt and/or the Courier Partner in this regard.
Partner will be charged with the Service Fee upon cancellation of the Order following approval of the Order by Wolt.
Partner is entitled to instruct Wolt to leave the Purchased Item outside the delivery address in lieu of delivering the Purchased Item to the User in-person, and such delivery shall be considered fulfilled and subject to the payment of the Service Fee by the Partner.
Payment Terms
All Fees are excluded of VAT at the statutory rate, which shall be added, as applicable.
All Fees shall be due and payable by the Partner to Wix in accordance with and subject to the payment terms agreed upon between the Partner and Wix.
Schedule 2 - Specific Terms of the Isracard Platform
Change of Address Fee – Partner will be charged with the Change of Address Fee if Partner changes the delivery address after Courier Partner has reached the Pick-Up Location. Change of Address Fee is payable per each 250m (aerial distance) from the original delivery address to the new delivery address.
Waiting Fee –
Courier Partner shall wait 10 minutes at the Pick-up Location for picking up the Purchased Item. If Partner does not deliver the Purchased Item to the Courier Partner during such time period, Courier Partner shall be entitled to leave the Pick-up Location and the Partner will not be entitled for refund for the Service Fee. In such case, Partner shall be entitled to initiate a new Order without paying additional Service Fees but will be charged with a Waiting Fee of NIS 7.
Partner will be charged a Waiting Fee for each 10 minutes period of waiting (or part thereof) by the Courier Partner at the Pick-Up Location, following the initial 10 minutes period as of the Pick-Up Time.
Cancellation Fee – Partner will be charged with Cancellation Fee upon cancellation of the Order by the Partner 10 minutes or less from the Pick-Up Time.