KAVL Terms and Responsibilities

#1. TERM OF AGREEMENT

This Agreement shall become effective upon the date of its execution (which shall be taken to mean the date first appearing on page one hereof), and shall continue in full force and effect (unless sooner terminated in one of the manners provided hereinafter) till the end of the term. If renewal is intended, both parties shall attempt to re-negotiate all the terms and conditions hereof for the renewal, both parties hereto must mutually agree upon the terms and conditions of renewal, and put the renewal contract down in writing and have it signed, before the renewal comes into effect.

#2. SALE OF SERVICES

2.1. Kavl Technology Ltd. agrees to sell and promote the sale of such of the services and products of Merchant as Merchant may from time to time designate, at such prices and on such terms and conditions as Merchant shall specify and approve. Without limiting the generality of the foregoing, it shall be the responsibility of Kavl Technology Ltd. to sell Merchant’s line consisting of the following products or services (“Products” or “Services”):

Without incurring any liability to Kavl Technology Ltd., Merchant shall have the right at any time and from time to time to modify the specifications or features or to discontinue the sale of any Products.

2.2. All Services shall be provided on site of the Merchant. The relevant costs incurred on providing the Services are borne by the Merchant.

2.3. The Merchant will provide necessary knowledge and information regarding the Services to Kavl Technology Ltd. and will provide answers to potential clients and/or customers if deemed proper and necessary.

2.4. All quotations to potential clients and/or customers are analyzed and given based on costs. The Merchant will inform Kavl Technology Ltd.s promptly of any changes on the costs.

2.5. The Merchant will promptly inform Kavl Technology Ltd. regarding the Merchant’s capacity in taking in new clients and/or customers, and the changes of the capacity if any.

2.6. The Merchant is to assure the safety of the Services and Products, and, that the Merchant,

  1. is a legitimate business in good standing in compliance with all applicable law, statute, regulations and ordinances;
  2. has satisfied all qualifications, terms and conditions, licensing requirements required by the government and/or government agency in conducting its business;
  3. has filed all required statements, records, applications, documents, tax returns, and taken necessary steps to maintain its corporate status in good standing and/or licenses;
  4. will continue to comply with all requirements to maintain its status and/or licenses;
  5. the fictitious business name, trade name, brand name and/or trademark uses, including such in Chinese, does not infringe upon, breach or violate a third party’s rights, including but not limited to, a registered trade mark, brand name, trade name and/or fictitious business name.

2.7. Kavl Technology Ltd. shall devote his full time and attention to the sale of Merchant’s Services, and shall regularly call upon all customers and potential new customers within the Territory to solicit orders for products of Merchant therefrom, and shall at all times use his best efforts, in good faith, to promote the interests of Merchant in the sale of such products.

2.8. All orders received by Kavl Technology Ltd. from customers shall be transmitted to Merchant on a regular basis, at its principal office, and no order received shall be binding upon Merchant or the customer until same has been accepted by Merchant and approved by Merchant’s credit department. Kavl Technology Ltd. shall have no authority to accept any orders received by him.

2.9. Kavl Technology Ltd. agrees and undertakes to abide and comply with all sales policies and operating procedures of Merchant, as established and issued by Merchant from time to time, so long as they are not in conflict with Canadian laws and governmental regulations.

#3. INDEPENDENT CONTRACTOR and NON-COMPETITION

Kavl Technology Ltd. shall at no time represent or hold itself out as having any apparent or express authority to incur any debt or liability for or on behalf of Merchant, and at no time, without the express written authorization of Merchant, shall Kavl Technology Ltd. so incur any such indebtedness for or on behalf of Merchant. It is understood and agreed by Kavl Technology Ltd. that this Agreement shall not be construed as an employment agreement and, further, that no representations will be made or acts taken by Kavl Technology Ltd. which could establish any apparent relationship of agency, joint venture or partnership, and Merchant shall not be bound in any manner whatsoever by any agreements, warranties or representations made by Kavl Technology Ltd.. Kavl Technology Ltd. shall not establish any bank account, make any purchase, apply for any loan or credit or incur or permit any obligation to be incurred in the name or on the credit of Merchant. This Agreement is merely a relationship that exists between independent contractors with neither party being able to commit the other.

Kavl Technology Ltd. will not represent in any manner whatsoever any other product line that is the same, similar or competitive with the products set out in this agreement hereof. Kavl Technology Ltd. shall discuss with Merchant any undertakings that are contemplated for the representation of any other product lines prior to Kavl Technology Ltd. proceeding to promote, distribute and sell such products. Any failure to obtain prior written consent from Merchant in this connection shall constitute an automatic breach of this Agreement and Merchant may immediately terminate this Agreement without further notice.

#4. TERMINATION

4.1. Either party may terminate this Agreement during its term, or any extension thereof, without cause. The Merchant can expect all accounts to be paid out within 30 days of termination.

4.2. Any equipment, catalogues, material, records or other data at any time furnished to Kavl Technology Ltd. by Merchant shall at all times be deemed to be the property of Merchant, of which Kavl Technology Ltd. shall be the bailee. Upon termination of this Agreement, all such property shall be returned to Merchant, at Kavl Technology Ltd.’s expenses, and failure of Kavl Technology Ltd. to do so shall entitle Merchant to charge the value thereof to the commission account of Kavl Technology Ltd..

#5. RESPONSIBILITIES

Sales Agent (TUTTI) Responsibilities

  1. TUTTI is responsible for any product damage that happens during delivery, excluding issues that existed prior to pick-up. TUTTI couriers are responsible for any temperature fluctuations or leakage due to improper delivery. TUTTI also accepts responsibility for any delays due to traffic and/or inclement weather. We will refund complete order fees and delivery charges upon customer request should this happen. 
  2. TUTTI is responsible for onboard training including merchant login process, protocol for confirming orders, and placing orders on behalf of customers. 
  3. TUTTI will provide materials including an instructional guidebook with a delivery system tutorial, and internal marketing materials such as TUTTI posters, flyers, and window stickers.
  4. TUTTI will provide the initial online store setup. This includes uploading menu items, photos, store hours, and other basic information. Any changes after that will be the merchant’s responsibility.

Merchant (Merchant) Responsibilities

  1. If a merchant confirms an order, this is confirmation that they will complete the order in its entirety. If a merchant decides after confirmation that they are unable to provide every aspect of the order (ex. Missing ingredient) it is their responsibility to contact the customer and offer a substitution.
  2. If any part of an order is incorrect, merchants are to correct errors at no-charge. If an item is missing, the customer may request a delivery of the missing item. The merchant will be responsible for providing the missing item, and paying the second delivery fee.
  3. If a customer calls the merchant to change an order after it has been confirmed, it is up to the discretion of the merchant if they can make the change or not. If a change is made to the order, the merchant must notify TUTTI so that the adjustment can be made online. If the merchant chooses not to change the order, the customer will still be required to pay full price for their original order.
  4. If a merchant is to place a TUTTI order on behalf of a customer, they are required to inform the customer of their payment options (either cash, or payment through the courier’s phone using Moneris).
  5. Merchants are responsible for all food safety/quality issues. TUTTI will not be held liable, should customers fall ill, due to having consumed under-cooked or expired food of any kind. 
  6. Merchants are obligated to double check packaging with TUTTI couriers to ensure quality-control measures have been followed to the highest standard.
  7. All food must be ready for delivery drivers at the optimal hot or cold temperature and in a leak-proof container.  An itemized list of the order is to be provided along with appropriate cutlery and condiments as requested.
  8. Merchants must ensure order accuracy, check any notes regarding dietary requirements or food allergies.

 NOTE: Failure to carry out any such requests, may lead to serious complaints, escalating health problems and quite possibly liability issues. With that in mind, it is imperative that all precautionary measures be followed to ensure safe delivery and transport of food and/or merchandise. 

#6. ASSIGNABILITY

Kavl Technology Ltd. has no right to assign this Agreement or any interest thereunder without the express written consent of Merchant.

#7. INDEMNITY

The Merchant shall indemnify and hold Kavl Technology Ltd. harmless from and against any and all claims, demands, liabilities, losses, costs, damages and expenses, including, without limitation, claims for wrongful death, personal injury or property damage, arising out of or in conjunction with each party’s obligations according to the terms of this agreement.

#8. TRADE MARKS

Kavl Technology Ltd. agrees to conspicuously display such signs and other identification of Merchant, such as Trade Marks and brand names at each of its locations as shall be necessary for the proper marketing of the Merchant Products, subject to the following terms and conditions as to such usage:

  1. Kavl Technology Ltd. undertakes not to use the Merchant Trade Marks and brand names or any imitations or parts thereof, or any confusingly similar name or trade mark, as a trade name or as part or all of a corporate, commercial or business name. Kavl Technology Ltd. undertakes not to use or publicize Merchant Trade Marks in any way, except to specifically identify Merchant Products, or to identify itself as an authorized sales agent of same. Kavl Technology Ltd. also undertakes not to use Merchant Trade Marks or brand names, either as a trade mark, a trade name or otherwise to carry on business, promote or distribute any product except Merchant Products. Kavl Technology Ltd. undertakes not to use the goodwill related to Merchant Trade Marks or brand names in order to promote, sell or distribute any products except Merchant Products.
  2. By the use of Merchant’s trade names, Trade Marks and brand names in any manner by Kavl Technology Ltd., Merchant shall not be liable to any person, firm or corporation for any injury or damage, either to person or property, arising from any cause whatsoever, which shall occur in any manner in or about Kavl Technology Ltd.’s premises and Kavl Technology Ltd. agrees to indemnify, defend and hold Merchant harmless from any such damages for personal injuries, death or property damage arising from acts of Kavl Technology Ltd., its agents, servants, employees, invitees and licensees, including attorney fees and other litigation costs reasonably incurred by Merchant should Merchant be made to defend any action arising therefrom. Kavl Technology Ltd. shall, in this connection, at its own expense, carry public liability insurance in sufficient amounts to protect Merchant from the foregoing liabilities.
  3. Kavl Technology Ltd. undertakes to use the Merchant Trade Marks in conformity with the quality standards, markings and controls established from time to time by Merchant. Kavl Technology Ltd. accepts and recognizes that strict compliance with the aforesaid standards; markings and controls is a condition essential to the continuance of this Agreement and that any failure to comply therewith will automatically entitle Merchant to terminate this Agreement.
  4. Kavl Technology Ltd. recognizes that Merchant is the exclusive owner of all the rights, titles and interests in and to the Merchant Trade Marks and the goodwill attached thereto and agrees that the property of Merchant Trade Marks and related goodwill shall remain vested in Merchant and Merchant, both during the term of this Agreement and thereafter, and Kavl Technology Ltd. agrees never to challenge, during the terms of this Agreement or any time thereafter, the validity of the Merchant Trade Marks, the registrations thereof or the related goodwill or Merchant’s and Merchant’s full and exclusive ownership of said Merchant Trade Marks, registrations and goodwill and agrees further that the use thereof by Kavl Technology Ltd. is made on behalf of Merchant and Merchant through this Agreement.
  5. Kavl Technology Ltd. recognizes that Merchant is, for the purpose of this Agreement, the exclusive agent and representative of Merchant and Merchant, fully empowered to enter into this Agreement and accordingly Kavl Technology Ltd. undertakes to never challenge, at any time whatsoever, the status of Merchant.

#9. CONSTRUCTION

This Agreement shall be performed, interpreted and construed in accordance with the laws of BC, Canada.

#10. COMPLETE AGREEMENT

This Agreement constitutes the entire Agreement of the parties and supersedes any and all prior agreements, arrangements, undertakings, representations or warranties regarding the subject matter hereof.

#11. SEVERABILITY

If any clause or provision of this Agreement shall be deemed unenforceable by any court of competent jurisdiction, such clause shall be reduced to the maximum time, area or scope permitted by the laws of BC, Canada or if not subject to such reduction, then such clause or provision shall be deemed severed herefrom and shall not affect any other clause or provision of this Agreement, and the other provisions of this Agreement shall remain in full force and effect.

#12. ACKNOWLEDGEMENT

Kavl Technology Ltd. agrees and acknowledges that he has had an opportunity to consider each and every provision contained in this Agreement and has had an opportunity to seek independent legal advice with respect to each and every provision of this Agreement and hereby agrees that all provisions of this Agreement are reasonable and valid and all defense to the strict enforcement thereof by Merchant are hereby waived by Kavl Technology Ltd..