Vendor Agreement

"Agreement" means this Vendor Agreement together with the Terms of Service, Privacy Policy, and any policies referenced herein.

"Customer Personal Data" means Personal Data relating to a Customer that Zula makes available to a Vendor for Order fulfillment, which may include name, contact details, delivery address, Order notes, allergies, and dietary preferences.

"Food Safety Standards" means all Applicable Laws governing food hygiene, sanitation, labeling, handling, storage, preparation, and public health requirements applicable to the Vendor's operations.

"Order Data" means information relating to an Order transmitted through the Platform for fulfillment, support, or payment purposes.

"Personal Data" has the meaning given in the Privacy Policy.

"Platform" means Zula's website, mobile applications, chef tools, and related services operated by Zula Technologies Inc..

"Required Licenses" has the meaning given in the Terms of Service.

"Vendor" means an independent chef or food provider using the Platform. "Zula", "we", "us", or "our" means Zula Technologies Inc..

This Vendor Agreement ("Vendor Agreement") applies to each Vendor that lists services or sells food through the Platform.

By onboarding as a Vendor, uploading compliance documents, accepting Orders, or otherwise operating on the Platform, the Vendor agrees to the Agreement.

The individual accepting this Vendor Agreement represents and warrants that they have the authority and capacity to bind the Vendor, and any applicable business entity, to the Agreement.

For the avoidance of doubt, Zula Technologies Inc. provides technology and marketplace services only. Zula does not hold Required Licenses for the sale of food on the Vendor's behalf and does not prepare, cook, store, package, inspect, or take ownership or title of food products at any time.

The Vendor, in its sole discretion, sets menu information, pricing, availability, and preparation constraints for items offered through the Platform.

The Vendor enters into contracts of sale directly with Customers for Orders fulfilled through the Platform. Zula is not a party to the sale contract between the Vendor and Customer except as a technology intermediary and, where applicable, limited payment collection agent.

No bailment is created by the Vendor's use of the Platform, and Zula is not a bailee of goods.

If delivery services are provided by third parties, such providers are independent of Zula's food preparation responsibilities.

The Vendor possesses, or will obtain and maintain, all Required Licenses required by Applicable Law to prepare, sell, and deliver food products.

All food offered through the Platform will be prepared, stored, packaged, handled, and delivered in accordance with applicable food safety, hygiene, sanitation, and public health requirements.

The Vendor is solely responsible for complying with all applicable food safety, health, sanitation, tax, business registration, and regulatory obligations relating to its food business.

Zula operates solely as a technology and marketplace platform connecting Customers with independent food providers and does not prepare, manufacture, inspect, or take ownership of food products sold through the Platform.

The Vendor accepts full responsibility for the quality, safety, legality, and suitability of all food products it offers through the Platform.

The Vendor shall immediately notify Zula if any Required License expires, is suspended, revoked, or becomes invalid.

The Vendor agrees to the Terms of Service, this Vendor Agreement, the Privacy Policy, and all applicable platform policies.

The Vendor shall hold and maintain all Required Licenses necessary for its operations and the categories of food offered through the Platform.

Upon Zula's request, the Vendor shall provide copies of applicable Required Licenses within a reasonable time.

The Vendor shall immediately notify Zula of any change, expiration, revocation, renewal, suspension, or termination of any Required License and, upon request, provide copies of any replacement or updated Required License.

Failure to maintain valid Required Licenses or to provide requested documentation may result, at Zula's sole discretion, in suspension, restriction, payout holds, or removal from the Platform.

Before operating on the Platform, the Vendor must upload a valid Food Safety / Health Compliance Certificate and complete the platform compliance declaration. Accepted documents include a Food Handler's Certificate (MMDA/Environmental Health), an Environmental Health certificate, or FDA Ghana food establishment registration.

The Vendor represents and warrants that all menu listings, descriptions, ingredients, allergen information, pricing, availability, photos, and media are accurate, complete, and lawful, and that the Vendor has the right to use all submitted content.

The Vendor shall comply with all Food Safety Standards and shall prepare, store, package, handle, and deliver food in a safe and sanitary manner.

The Vendor shall not offer prohibited or restricted items where not permitted by Applicable Law or Platform policy.

The Vendor shall maintain appropriate packaging and labeling and shall not misrepresent the nature, quantity, ingredients, or preparation of any item.

Zula may review submitted certificates and listings but does not guarantee regulatory compliance. The Vendor remains solely responsible for food safety and lawful operations.

The Vendor shall not accept Orders it cannot reasonably fulfill and shall update Order statuses accurately and promptly.

The Vendor shall review full Order details, including allergies, dietary notes, delivery timing, and Customer messages, before accepting or preparing an Order.

The Vendor shall maintain truthful business information on the Platform, including service areas, capacity, operating hours, and contact details.

The Vendor shall cooperate in good faith with investigations relating to Customer complaints, food safety concerns, or regulatory inquiries.

The Vendor is responsible for keeping payout and tax information accurate and for all tax, reporting, and business obligations relating to its earnings.

Zula may deduct, withhold, offset, or delay payouts to address refunds, chargebacks, fraud investigations, policy violations, duplicate payments, operational errors, or amounts owed by the Vendor to Zula or Customers, to the extent permitted by Applicable Law and shown in the Platform.

Zula may act as a limited payment collection agent for the Vendor solely to the extent necessary to process Customer payments and Vendor payouts through approved payment providers.

The Vendor shall use, store, retain, and disclose Customer Personal Data solely for the purpose of fulfilling the relevant Order, providing Customer support for that Order, and complying with Applicable Law.

The Vendor shall not merge Customer Personal Data received from Zula with other datasets for re-identification, targeted marketing, or any purpose unrelated to Order fulfillment, except to the extent the Vendor obtained such data directly from the Customer under the Vendor's own lawful basis.

The Vendor shall implement appropriate technical and organizational measures to protect Customer Personal Data and shall ensure that persons authorized to access Customer Personal Data are bound by confidentiality obligations.

If the Vendor becomes aware of a personal data breach involving Customer Personal Data received from Zula, the Vendor shall notify Zula without undue delay and, where feasible, within forty-eight (48) hours at [email protected], and shall provide reasonable cooperation requested by Zula.

The Vendor shall delete or return Customer Personal Data received for Order fulfillment when no longer necessary for that purpose, subject to Applicable Law retention requirements.

Zula may, at its sole discretion, request health certificates, food permits, business registrations, identity documents, or other compliance materials during onboarding or at any time during the Vendor's use of the Platform.

Zula may verify submitted information through internal review or other reasonable processes and may grant verification badges to Vendors who provide supporting documentation.

Zula may assign verification statuses including Pending Verification, Verified Vendor, Rejected Verification, Suspended, or Compliance Review, and may change a Vendor's status based on document reviews, Customer complaints, regulatory findings, or other compliance concerns.

A Verified Vendor status indicates that required onboarding documents and declarations have been submitted and reviewed; it does not guarantee regulatory compliance in the Vendor's jurisdiction.

Zula may display ratings, reviews, and feedback relating to Vendors and Orders.

The Vendor shall not manipulate ratings, reviews, or feedback, and shall not offer incentives that violate Platform policy or Applicable Law.

The Vendor shall use in-app communications lawfully and professionally and shall not harass, spam, or misuse Customer contact details obtained through the Platform.

The Vendor represents and warrants that it has full power and authority to enter into and perform this Vendor Agreement.

The Vendor represents and warrants that it will comply with all Applicable Laws, including Food Safety Standards, tax laws, consumer protection laws, advertising rules, and Applicable Data Protection Laws.

The Vendor represents and warrants that it has and will maintain during the term all Required Licenses necessary for its operations and the items offered through the Platform.

The Vendor represents and warrants that its menu information, marketing materials, and public statements referring to Zula are not false, misleading, or deceptive and do not imply that Zula endorses or guarantees the Vendor's products.

The Vendor covenants that the above representations and warranties remain true throughout the term of the Agreement.

The Vendor shall, at its own expense, indemnify, defend, and hold harmless Zula, its officers, employees, affiliates, and partners from and against all claims, damages, losses, liabilities, penalties, costs, and expenses (including reasonable legal fees) arising from or in connection with:

(a) violations of Food Safety Standards or other health and safety laws by the Vendor;

(b) failure to obtain or maintain Required Licenses;

(c) food contamination, spoilage, unsafe handling, or unfit products offered by the Vendor;

(d) inaccurate menu, allergen, pricing, or business information provided by the Vendor;

(e) misuse, loss, or unauthorized disclosure of Customer Personal Data by the Vendor;

(f) breach of this Vendor Agreement or Applicable Law by the Vendor; or

(g) any claim that Vendor content infringes or misappropriates third-party rights.

Zula will provide the Vendor with prompt written notice of a claim, control over defense and settlement where appropriate, and reasonable information and assistance at the Vendor's expense. The indemnifying Vendor shall not enter into a settlement imposing non-monetary obligations on Zula without Zula's prior written consent, not to be unreasonably withheld.

Nothing in this section limits liability that cannot be limited under Applicable Law.

The Platform and related Vendor tools are provided on an as-is and as-available basis. To the maximum extent permitted by Applicable Law, Zula disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

To the maximum extent permitted by Applicable Law, Zula shall not be liable for indirect, special, consequential, exemplary, or punitive damages, or for lost profits, lost business, or reputational harm arising from or in connection with this Vendor Agreement.

Except for liability that cannot be limited under Applicable Law, Zula's total aggregate liability to a Vendor arising from or in connection with this Vendor Agreement shall not exceed the greater of (a) the platform service fees paid by or attributable to the Vendor in the three (3) months preceding the event giving rise to the claim, or (b) one hundred United States dollars (USD $100).

"Confidential Information" means non-public business, technical, financial, or operational information disclosed by one party to the other in connection with the Agreement, including non-public Platform policies, payout details, and unreleased product information.

Each party shall protect the other party's Confidential Information using at least a reasonable standard of care and shall use it only for purposes permitted under the Agreement.

Confidentiality obligations do not apply to information that is public without breach, independently developed, rightfully received from a third party, or required to be disclosed by Applicable Law.

Confidentiality obligations survive termination for five (5) years, except for trade secrets, which remain protected for as long as they qualify as trade secrets under Applicable Law.

This Vendor Agreement becomes effective when the Vendor completes onboarding or otherwise begins operating on the Platform and continues until terminated.

Either party may terminate the Vendor's Platform access in accordance with the Terms of Service and this Vendor Agreement.

Zula may suspend a Vendor account for investigation if a material breach, fraud, or serious food safety concern is suspected.

Upon termination, provisions intended to survive shall remain in effect, including payment obligations, marketplace role acknowledgements, confidentiality, indemnification, disclaimers, limitation of liability, and governing law.

Zula may update this Vendor Agreement as services, legal requirements, or compliance standards evolve. Material changes will be communicated through the website, app, email, or another reasonable channel. Continued use after the effective date constitutes acceptance.

Notices to Zula may be sent to [email protected]. Zula may provide notices through the Platform or to the email associated with the Vendor account.

The Vendor may not assign this Vendor Agreement without Zula's prior written consent. Zula may assign this Vendor Agreement in connection with a merger, acquisition, reorganization, or sale of assets.

This Vendor Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement regarding the Vendor's use of the Platform and supersedes prior communications on that subject.

The Agreement shall be governed by the laws of the Republic of Ghana. Disputes shall be handled in accordance with the dispute process in the Terms of Service, without limiting rights under Applicable Data Protection Laws.

Questions about this Vendor Agreement should be sent to [email protected] or through the website contact form.