United States Self-Delivery Product Addendum
Self-Delivery Addendum Effective Date: April 21, 2022
This DoorDash Self-Delivery Product Addendum (this “Self-Delivery Addendum”) is incorporated into the Agreement. All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Sign-Up Sheet, in this Self-Delivery Addendum, or in the Terms of Service between the parties.
1. PREAMBLE. DoorDash owns and operates the DoorDash Platform that connects Merchants and Customers for Customers to place Orders for delivery fulfillment by Merchant. Merchant desires to market the availability of Merchant Locations through the DoorDash Platform (such use of the DoorDash Platform, the “Program”). For clarity, the Program will include each product, service, promotion, or program elected by Merchant in this Self-Delivery Addendum. The Parties agree that DoorDash is not a merchant, food preparation business, reseller, or delivery service; it is an online connection platform.
2. DEFINITIONS.
2.1. “Minimum Order Subtotal” means the minimum amount the Order must be (excluding taxes, fees, and tips) for the Small Order Fee not to be charged.
2.2. “Self-Delivery Fee” means, as set forth in the Rate Card, the delivery fee set by the Merchant that the Customer is charged for a Self-Delivery Order. The Self-Delivery Fee will not be charged to Customers that place Self-Delivery Orders through DashPass.
2.3. “Self-Delivery Order” means an Order placed through the DoorDash Platform for delivery by Merchant’s or any Merchant Location’s delivery personnel.
2.4. “Small Order” means any Order that does not meet the Minimum Order Subtotal.
2.5. “Small Order Fee” means the fee Customer is charged for Small Orders.
3. RESPONSIBILITIES.
3.1. DoorDash Responsibilities. DoorDash will: (a) display Merchant, Merchant Locations, and the menu of Merchant Products at each Merchant Location through the DoorDash Platform; (b) accept Orders for Merchant Products through the DoorDash Platform from Customers; (c) forward each Order to the relevant Merchant Location; (d) if applicable, for Pickup Orders, notify the Customer to pick up the Order; and (e) pay the Merchant as set forth in Section 4 below, deduct the agreed applicable Commission Rate, marketing fees for each applicable Order, subscription fees (if any), activation fees (if any), and any other fees (and, in each case, as may be adjusted by DoorDash as required by any applicable statute, regulation, executive order, or other legal requirement that is either temporary or permanent in nature). DoorDash reserves the right to take into account the impact of a Merchant’s conduct on both the customer experience and the DoorDash brand when determining the Merchant’s prominence, participation in programs such as DashPass, and/or availability on the DoorDash Platform. That conduct includes but is not limited to timeliness and accuracy of orders fulfilled, customer ratings and reviews, customer concerns regarding food quality or food safety, detrimental price inflation and/or customer complaints about price inflation, and any conduct that may violate our Partner Code of Conduct
3.2. Merchant Responsibilities. Merchant will: (a) provide DoorDash with Merchant’s Menu, including the price of each item; (b) monitor Merchant’s menu and store information on the DoorDash Platform, promptly make updates via the Merchant Portal to reflect the most up-to-date products, pricing and other information or immediately notify DoorDash of any errors or changes in writing (email is sufficient); (ii) accept and confirm Self-Delivery Orders from DoorDash in a prompt and timely manner; (c) prepare Merchant Products for each Self-Delivery Order for delivery by Merchant’s delivery personnel or pickup by the Customer, as applicable, at the designated time; (d) process Self-Delivery Orders in the order in which they are received; (e) notify DoorDash of its days and hours of operation, including on holidays, and remain open for business on DoorDash the same days and hours of operation as Merchant’s in-store business; notify DoorDash of any changes to Merchant’s hours of operations on holidays; and notify DoorDash if Merchant closes earlier than Merchant’s standard hours of operation or plans to close earlier than Merchant’s standard hours of operation; (f) notify all Merchant Location staff members of the relationship with DoorDash, and train staff members on receiving and fulfilling Self-Delivery Orders as soon as practicable upon execution of this Self-Delivery Addendum and on an ongoing basis; (ix) use its standard business practices to prepare Merchant Products that are the subject of each Self-Delivery Order and provide the same utensils, napkins, bags, and other materials that Merchant typically would provide in a standard take-out or delivery order; (g) on an ongoing basis, review and confirm the transactions, fees and charges on orders via the Merchant Portal, and promptly communicate to DoorDash any inaccuracies; and (h) if DoorDash collects and passes tips from Customers to Merchant, Merchant will distribute such tips in accordance with applicable law, including but not limited to tip pooling laws. DoorDash acknowledges that Merchant is solely responsible for the prices of its menu items, which may vary based on factors such as location, time of the year, or competition from other restaurants. Merchant agrees that it will not charge the Self-Delivery Fee for Self-Delivery Orders through DashPass.
3.3. Additional Responsibilities for the Pickup Program. During the Term, once DoorDash or Merchant’s point of sale provider enables the ability for Merchant to set different prices for Merchant Products under the PickUp Program than the prices for such Merchant Products for delivery, Merchant shall ensure that pricing of Merchant Products under the PickUp Program is not greater than the pricing of the same Merchant Products for pickup in-store. In the event that Merchant increases the pricing of Merchant Products for pick-up above the in-store prices of the same Merchant Products, DoorDash may enforce the terms of this Agreement, including any combination of and not limited to: applying a higher commission rate to affected Self-Delivery Orders, requiring Merchant to reimburse affected Customers for the difference between the Merchant Product listed for pick up and the lower in-store price, charging Merchant an additional fee, and/or adjusting the pricing of Merchant Products available for pick up, in addition to any other right or remedy available at law or in equity.
3.4. Additional Responsibilities for Merchant Products that are alcoholic. Merchant agrees that its delivery personnel will deliver an Order from Merchant’s licensed premises only to the delivery address provided by the applicable DoorDash Customer. Upon delivering an Order, Merchant represents and warrants that its delivery personnel will only deliver the Order if the DoorDash Customer (a) is at least the legal drinking age in the Applicable Jurisdiction; and (b) is not visibly intoxicated. “Applicable Jurisdictions” means any jurisdiction that permits sales of Merchant Products that are alcoholic for pick-up or delivery from time to time during the Term.
4. FEES. DoorDash shall receive a Commission Rate in exchange for DoorDash promoting Merchant through the DoorDash Platform. The Commission Rate for Self-Delivery Orders placed under the applicable DoorDash program is set forth on the Rate Card. DoorDash will pay for Self-Delivery Orders fulfilled by Merchant each week following the week in which the Orders were fulfilled on a consistent day of this week. The exact day in this week is subject to change with no less than 10 days’ notice to Merchant by email or service notification. The amounts remitted will include (a) the pre-tax total of all Self-Delivery Orders for the prior week (Monday-Sunday), plus (b) Collected Taxes (as defined below), plus (c) the Self-Delivery Fee charged for all Orders for the prior week, plus (d) the agreed Small Order Fee charged for all Small Orders for the prior week, plus (e) any tips provided by the Customer, less (f) the aggregate Commission Rate, agreed fees for marketing and promotional deals (if any), error fees associated with Merchant’s incorrect preparation of Orders, and Order Equipment fees (if any) for such week. Merchant agrees DoorDash may charge the Customer fees, including but not limited to delivery fees, service fees, surcharge fees, and Small Order Fees where applicable in DoorDash’s sole discretion.
5. TAXES. DoorDash shall charge and collect from Customers the applicable value added, goods and services, state and local sales, use, or similar taxes for the Merchant Products sold on the DoorDash Platform and applicable customer fees charged by the Merchant to the Customer (“Collected Taxes”). In any jurisdiction where DoorDash is required to remit Collected Taxes as a marketplace facilitator, DoorDash will be responsible for remitting such taxes to the appropriate tax authorities. Any Collected Taxes that are not required to be remitted under the marketplace facilitator laws will remain the responsibility of the Merchant and Merchant will be responsible for remitting any such portion of Collected Taxes to the appropriate tax authorities. In all other jurisdictions, DoorDash will send Collected Taxes to Merchant, and Merchant will be responsible for remitting the total amount of Collected Taxes to the appropriate tax authorities of those jurisdictions. For clarity, DoorDash will be responsible for the remittance of any value added, goods and services, sales, use, or similar tax related to Customer fees for services supplied by DoorDash, including but not limited to a Service Fee. Merchant will be responsible for the remittance of any goods and services, sales, use, or similar tax related to Customer fees for services supplied by Merchant, including but not limited to a Self-Delivery Fee and Small Order Fee.
6. PAYMENT PROCESSING. Merchant acknowledges that DoorDash uses a payment processor to collect Order amounts from Customers and remit payment to Merchant. In order to receive payment, Merchant is required to have an account with this payment processor during the Term. DoorDash reserves the right to change its payment processor at any time during the Term and Merchant will provide DoorDash with any information required to set up a payment account with any such alternate payment processor.
7. ORDER EQUIPMENT. With respect to the DoorDash Platform, if Merchant does not integrate its POS system with the DoorDash Platform, Merchant will install the equipment agreed by the parties for Merchant to receive and process Orders, which may include: a tablet, fax machine, or other automated, electronic means of receiving Orders. If the parties agree that any Order Equipment is provided by DoorDash, Merchant will pay DoorDash an Order Equipment Fee if set forth in the Rate Card, in exchange for the right to use the Order Equipment to access the DoorDash Platform in order to receive, process, and accept Marketplace and PickUp Orders. Any Order Equipment provided by DoorDash will remain DoorDash’s sole property and may be used solely in connection with the provision or receipt of services under the Agreement and for purposes related to fulfilling Merchant’s responsibilities under this Marketplace Addendum. Merchant will inspect all hardware, and shall notify DoorDash in writing (email sufficient) if any Order Equipment is missing or was damaged as soon as practicable after discovering such damage. Merchant will be responsible for any damage to or loss of any Order Equipment provided by DoorDash (excluding ordinary wear and tear), which shall be promptly reimbursed by Merchant (at the replacement cost thereof). DoorDash may recover the replacement cost of damaged or lost Order Equipment by deducting such amount from weekly payments. Merchant agrees to pay all agreed subscription fees and deposits charged by DoorDash for Order Equipment, and agrees DoorDash may deduct such fees and deposits from amounts payable by DoorDash to Merchant.
8. REFUNDS AND SUPPORT. In the event a Customer submits a complaint about his or her Order via DoorDash’s support channels, DoorDash may, in its sole reasonable discretion, issue a re-order, credit, partial refund, or full refund to such Customer. Merchant shall prepare the food to the same specifications as the original Order (in the case of a re-order) and bear the full cost of that re-order, credit or refund, as applicable, if the complaint was caused by Merchant or Merchant Products, including missing and incorrect Self-Delivery Orders or the delivery of Self-Delivery Orders by Merchant. For clarity, DoorDash shall not be responsible for any refund, credit or re-order that is caused by the delivery of Self-Delivery Orders.
9. TERM AND TERMINATION. This Self-Delivery Addendum may be terminated pursuant to the terms of the Terms of Service.