Seller Policy Pages
1. Definition and interpretation
1.1 The following terms used in this Agreement (including these General Terms and Conditions) or any files mentioned in this Agreement shall have the following meanings, unless otherwise defined in this Agreement or it: "Agreement" refers to the forms attached to these general terms and conditions for the registration of Metro AG merchants, including any schedules, appendices or other attachments attached to any of the above contents, including all modifications, supplements and changes; "Applicable law" refers to any applicable law, regulation, regulation, order, judgment or guideline adopted or issued by Parliament, the government or any British court or authority, which exists now or in the future; "Business Day" means any day other than Saturday, Sunday or public holiday in the United Kingdom; "Contribution" has the meaning given in Article 6 of these General Terms and Conditions; "Customer account" refers to the registered account of the customer on the cms platform; "Driver" refers to the party who delivers the products ordered by customers through Metro AG platform; "Effective Date" refers to the date when Paw allows the merchant to submit the Metro AG merchant registration form; "Merchant outlets" refers to restaurants or business premises owned, managed and registered by merchants to enable Metro AG services, which may be modified and added from time to time according to the agreement between both parties; "Merchant information" refers to the details of merchants specified in the agreement; "SOP for merchants" refers to the standard operating procedures for merchants to use Metro AG services, which can be modified from time to time at Paw's discretion, with or without notice; "Merchant wallet" refers to the fund account held by merchants in 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 the merchants on the Metro AG platform; (b) Excluding merchant service fees, merchant surcharges and other fees (if any and applicable) recorded in the system of Paw or its affiliates; "Order" refers to the product order made by the customer on the Metro AG platform; "Parties" refers to cms and merchants collectively, and "one party" refers to any one of them; "Products" refers to all products sold by the merchants through the Metro AG platform; "Service fee" has the meaning given in Article 7.1 of these General Terms and Conditions; "Paw Platform" refers to the e-commerce platform of mobile applications or websites operated by Paw; "Metro AG Platform" refers to the platform operated by Paw for providing services; "Metro AG service" refers to the delivery platform service where merchants can sell their products and customers can order products through Metro AG platform, which can be delivered by drivers or any other pipeline determined by Paw; "Transaction" refers to any transaction in which customers order and pay for products from merchants through Metro AG platform; And "transaction funds" refer to the total amount paid by customers through transactions conducted by Metro AG services on the Metro AG platform. 1.2 In the agreement (including these general terms and conditions): (a) The reference to statutory provisions shall include the provisions and any laws and regulations made according to the provisions, whether the provisions of this agreement are modified or re-enacted from time to time before or after the date, and shall also include any past statutory provisions or regulations directly or indirectly replaced by the provisions or regulations (modified or re-enacted from time to time); (b) references to "writing" or "writing" include any visible reproduction pipeline; (c) The reference to "including" should be interpreted as "including but not limited to"; (d) References to "terms" or "schedules" refer to the following terms or schedules: these general terms and conditions (unless the context requires otherwise); (e) Unless the context requires otherwise, words denoting the singular shall include the plural, and vice versa, and words denoting a specific gender shall include other genders (male, female or neutral). 1.3 The headings in the agreement (including these general terms and conditions) are inserted for convenience only and shall not affect the construction of the agreement.
2. Scope
The agreement attached to these general terms and conditions contains provisions for the provision of Metro AG services (as may be amended from time to time).
3. Time limit
This Agreement shall remain in full force for one (1) year from the effective date, and shall be automatically renewed for one (1) year, unless either party gives a written notice to the other party for at least thirty (1) years. 30) A few days before the expiration of any term.
4. Metro AG service description
4.1 The merchant acknowledges and agrees that the Metro AG service provided by Paw is limited to (a) recommending customers to the merchant; (b) Acting as an intermediary between customers and merchants, accepting orders and receiving payment from customers on behalf of merchants; (c) Acting as an intermediary between customers and merchants, including conveying orders and making payments from customers to merchants. Paw may, at its sole discretion, make changes to Metro AG service or suspend Metro AG service without prior notice.
4.2 Paw shall display the product range provided by the merchant on Metro AG platform, provided that the range has been communicated to Paw and meets the standards independently determined by Paw and communicated to the merchant.
4.3 The merchant shall provide Paw with all the information needed to display products on Metro AG platform, including menu, products, product supply of any merchant outlets, business hours and locations of merchant outlets, logos, images, prices and company logos according to Paw's requirements ("necessary information"). For the avoidance of doubt, if the merchant fails to provide necessary information to Paw, Paw has the right to use any information available to Paw, including any images related to the products on Metro AG platform. Any change to such information must be notified to Paw by the merchant at least seven (7) working days before the change takes effect.
4.4 The merchant shall continuously verify the information released by cms, and notify cms immediately (within 1 hour after finding the error or inaccuracy) if there is any error or inaccuracy. For the avoidance of doubt, the menus, products, logos, images, prices, company identities and other relevant information of the merchants may be posted on the Metro AG platform and other media (including but not limited to Twitter, Facebook and Google AdWords activities).
4.5 The merchant acknowledges and agrees that cms does not provide transportation services, nor does it act as an agent of transportation service providers, couriers, postal service providers, distribution service providers, catering suppliers or any party. Paw does not make any representation or guarantee, nor does it guarantee the quality, safety and/or legality of any product. Paw does not guarantee the identity of any customer or ensure that the customer will complete the transaction.
4.6 The merchant acknowledges and agrees that the actual contract for the sale of goods is directly signed between the merchant and the customer, and cms is not a party to such contract, and does not assume any responsibilities, obligations or obligations related to any such contract and any. Disputes arising from any product are limited between the merchant and the relevant customers.
4.7 The merchant must handle any refund and/or claim arising from the transaction, including but not limited to the refund of the bill. Cms may assist the merchant to handle the refund and/or claim settlement procedures, and the merchant further agrees that cms may, at its sole discretion, return the transaction funds to the customer without the prior approval of the merchant.
4.8 cms reserves the right to suspend specific transactions and/or customer accounts and/or merchant wallets and/or Metro AG services if cms believes that any of the following situations occur:
(a)Paw considers it necessary or desirable to protect the security of customer accounts and/or merchant wallets and/or Metro AG services;
(b)Paw considers that the transaction (i) violates the terms of this Agreement or the security requirements of customer accounts and/or merchant wallets and/or Metro AG services; (ii) Suspicious, unauthorized or fraudulent transactions related to money laundering, terrorist financing, fraud or other illegal activities;
(c) If the transaction is for the purpose of selling products or business activities that are not agreed by the merchants or goods and/or services that are considered to be in violation of applicable laws;
(d) If the merchant engages in any other policies of the SOP or cms of the merchant or any prohibited activities stipulated by applicable laws;
(e) Other information related to cms' compliance with any applicable laws.
4.9 Paw may, at its sole discretion, provide the merchants with regular education on Metro AG service development, including any changes or additions to Metro AG service facilities.
4.10 Paw reserves the right to deduct the service fee Paw is entitled to and the contribution (if any) for providing Metro AG services through Metro AG platform from the transaction funds.
4.11 If Paw provides the merchant with any equipment related to the provision of Metro AG services ("equipment"), including but not limited to electronic data acquisition (EDC), the merchant agrees that it shall be responsible for such equipment and is obliged to return it to Paw intact after the termination of Metro AG services. More detailed information about the use, technical and operational support of the equipment and/or the solution of problems related to the equipment may be provided by Paw in the SOP of the merchant and/or published by Paw on the Paw platform, which will be applicable and binding to both parties.
5. Obligations
5.1 The merchant shall register as a merchant using the Metro AG merchant registration form or any other channel determined by Paw. The merchant shall integrate Metro AG services into the merchant outlets and operate according to Paw's instructions and policies (which may be revised from time to time). 5.2 The merchant shall not allow any transaction on any products or articles prohibited or restricted by applicable laws or cms policies. 5.3 The merchant shall keep records related to the transaction for at least seven (7) years from the date of the transaction. 5.4 The merchant shall conduct business and operate the outlet in accordance with applicable laws, and ensure that its business activities are not prohibited by applicable laws. 5. 5 The merchant shall always hold all relevant licenses and permits for conducting merchant business, including any safety laws and regulations. If the merchant becomes aware of any violation of its business or the relevant authorities find that its business violates any applicable laws, the merchant must notify cms immediately (within one (1) hour after receiving the notice). 5.6 The merchant represents and warrants to cms that: (a) As far as it knows, it has not received any funds related to any illegal, fraudulent, deceptive or manipulative acts or practices, and the merchant has not received any funds from or from illegal sources. To the extent that the merchant is aware of any such transactions, the merchant agrees to immediately notify cms to suspend any such transactions and/or customer accounts and/or merchant wallets; (b) The product-related information published on b)Metro AG platform meets all legal requirements, including all information related to customer protection and welfare and any laws and regulations related to sales; (c) The information provided by the merchant to cms is up-to-date and accurate, and does not infringe the intellectual property rights of any third party; (d) The products provided, prepared and sold to customers are of saleable quality and safe for consumption, and their storage, production and preparation comply with and will comply with all relevant retail, restaurant and safety regulations, as well as with Paw and any applicable laws; (e) It has all licenses required by existing laws and regulations, and there are no ongoing criminal, bankruptcy or tax procedures or other pending penalties related to the business operation of the merchant; (f) Without the prior written permission of cms and/or its affiliates, it will not ask for data and/or information from customers or other parties through any channel on behalf of cms and/or its affiliates. 5.7 If any product deteriorates, is defective, or causes food poisoning, allergy or other consequences affecting any customer, the merchant will assume full responsibility and/or legal responsibility for such incidents, and shall exempt and compensate cms from any claim, damage or loss related to such matters. 5. The person owned or controlled by "person" is currently the target of any sanctions imposed or executed by the applicable government authorities in the UK (collectively referred to as "sanctions"), and is not located, organized or residing in the countries or regions currently under sanctions. Merchants are not allowed to use Metro AG services in any way that will cause any party to violate the sanctions. Merchants, their subsidiaries and affiliated companies have not intentionally conducted any transactions or transactions with anyone or any party, or in any country or region, and are or have been the targets of sanctions at the time of transactions or transactions. 5.9 The merchant agrees that it and its affiliated companies shall conduct business in compliance with applicable laws related to anti-corruption laws, and shall not directly or indirectly take any actions that may lead to violation of such laws, including but not limited to directly or indirectly offering, offering or promising anything of value that may lead to violation of any such laws for any government authority or government official. The operation of merchants and their affiliates shall always comply with all important aspects of applicable laws related to anti-money laundering and financial record keeping and reporting requirements. 5.10 The merchant shall not: (a) decode the system of cms or cms platform or carry out any reverse engineering; (b) Perform any behavior that may cause damage and/or interruption to the system of Paw or Metro AG platform; (c) Perform any act aimed at copying, copying and/or stealing information and/or data of Metro AGServices, Paw and/or customers. 5.11 The merchant agrees to participate in the promotion and marketing activities of Metro AG, including co-financing activities ("Activities organized by Paw ("Promotion Activities ")). If the merchant wishes to withdraw from participating in the promotion activities, the merchant should inform the customer service of cms of its intention and fill out the withdrawal form. Paw shall process the withdrawal request within fourteen (14) days after receiving the completed withdrawal form. 5.12 The merchant shall be responsible for keeping confidential any and all identification, password, personal identification number (PIN) or any other code for accessing the merchant's wallet. Merchants should be fully responsible for all activities that occur under their merchants' wallets, even if such activities or uses are not carried out by merchants. Paw shall not be responsible for any loss or damage caused by unauthorized use of the merchant's certificate or the merchant's failure to comply with this clause.
6. Metro AG co-funded activities
If the merchant participates in the activity, the contribution of the merchant to the activity ("contribution") shall be based on each net sales recorded in the Paw system. Cms shall notify the merchants of its contribution share in relevant activities by e-mail or any other channel determined by cms at its sole discretion.
7. Fees and taxes
7.1 As consideration for the Metro AG service provided by Paw, the merchant shall pay the service fee ("service fee") to Paw as stated in the Metro AG merchant registration form. The service fee shall be charged for each net sales according to the successful transactions recorded in cms system. The service fee does not include any service and sales tax (SST), and the merchant shall be responsible for any taxes and fees charged by Paw for the service fee. 7.2 The settlement terms of transaction funds after deducting service fees, contributions (if any) and/or other expenses (if any) will be further stipulated in the merchant's SOP, which will be changed at cms's discretion. 7.3 Unless otherwise stipulated by applicable laws, for some reasons, unless otherwise stipulated by applicable laws, the merchant hereby authorizes Paw and/or its affiliated companies to initiate debit or credit entries to the merchant's wallet at any time through a written notice to the merchant, including the following contents: () (b)cms determines that the merchant is engaged in any fraudulent or suspicious activities and/or transactions; (c) in connection with any reward or rebate; (d) relating to any uncollected fees or donations, if any; (e) relating to the settlement of any transaction dispute, including any compensation due to or from the merchant; (f) Any other reason related to any transaction determined by f)cms in the future. 7.4 Paw may modify the service fee, contribution or any other applicable fees at its own discretion, or notify the merchant in writing at any time, including any additional fees. 7.5 Paw undertakes to pay all such taxes in a timely manner. If the merchant fails to pay taxes and cms is required to pay such taxes and (if applicable) any related fines, cms has the right to recover such payments made by cms.
8. Intellectual property rights
8.1 Paw and/or its licensors reserve and shall reserve all rights, titles and interests of all copyrights, trademarks and other intellectual property rights therein and related thereto, unless expressly granted to the merchant in the agreement. 8.2 The Merchant grants Paw a worldwide, non-exclusive, royalty-free and non-transferable license to copy, use and display the license granted to the Merchant by or for the implementation of this Agreement. The merchant hereby warrants and declares that it owns or has the right to use and sublicense any intellectual property rights that it uses or licenses for Paw. 8. 3 The merchant represents and guarantees that all the intellectual property rights it owns or the legal licensee used under this agreement do not infringe or violate any third party's ownership or intellectual property rights, and no other party will claim the same ownership of such intellectual property rights. 8.4 All reports, specifications and other similar files compiled or prepared in the course of this agreement, including files and materials related to Metro AG services and any derivative of any intellectual property granted by either party, shall be the absolute property of these agreements. Attend the party during the whole preparation process and at any time after that. For the avoidance of doubt, all the intellectual property rights in the report, the specifications specified in this clause and other similar files shall always belong to the relevant parties. 8.5 Each party warrants to the other party that it will not use any trademark of the other party for any marketing activities, including but not limited to promotional activities, without the prior written consent of the other party. Notwithstanding the above provisions, Paw has the right to use the trademarks of the merchants to promote Metro AG services and related promotional activities on all platforms of all media in the world.
9. No warranty
9.1 Metro AG services are provided "as is" without any express, implied or statutory statements or guarantees. Paw and any of its subsidiaries and affiliates, officers, directors, agents, joint ventures, employees and suppliers expressly disclaim any implied warranties of ownership, merchantability, fitness for a particular purpose and non-infringement. Paw has no control over the products paid through Metro AG service. Paw does not guarantee continuous, uninterrupted or secure access to any part of the service, and the operation of Paw website may be temporarily suspended due to maintenance or upgrade, or interfered by many factors beyond Paw's control. Paw will make reasonable efforts to ensure the timely processing of Metro AG services, but Paw makes no representation or guarantee about the amount of time required to complete the processing. 9.2 Paw is not responsible for any of the following situations: (a) any suspension or refusal to accept payment that Paw reasonably considers fraudulent or not properly authorized; (b) The payment instruction received contains incorrect or malformed information; (c) Hardware, software, mobile devices and/or Internet connections cannot operate normally due to (including but not limited to) virus, interruption or other forms of system interruption (such as unauthorized access by third parties); (d) Any of the circumstances specified in Article 4.8. (a) Any suspension or refusal to accept any payment that cms reasonably considers fraudulent or not properly authorized; (b) The payment instruction received contains incorrect or malformed information; (c) Hardware, software, mobile devices and/or Internet connections cannot operate normally due to (including but not limited to) virus, interruption or other forms of system interruption (such as unauthorized access by third parties); (d) Any of the circumstances specified in Article 4.8. (a) Any suspension or refusal to accept any payment that cms reasonably considers fraudulent or not properly authorized; (b) The payment instruction received contains incorrect or malformed information; (c) Hardware, software, mobile devices and/or Internet connections cannot operate normally due to (including but not limited to) virus, interruption or other forms of system interruption (such as unauthorized access by third parties); (d) Any of the circumstances specified in Article 4.8. Interruption or other forms of system interruption, such as unauthorized access by third parties; (d) Any of the circumstances specified in Article 4.8. Interruption or other forms of system interruption, such as unauthorized access by third parties; (d) Any of the circumstances specified in Article 4.8.
10. Confidential and personal data
10.1 Each party shall keep confidential, and shall not disclose to anyone any confidential information disclosed, provided by or on behalf of the disclosing party or provided to the receiving party through other channels, directly or indirectly for the benefit of itself or any other person (except for properly fulfilling its obligations under this Agreement). "Confidential information Confidential and proprietary products or information, intellectual property rights, business plans, operations or systems, financial and trade conditions, details of customers, suppliers, debtors or creditors, information related to the disclosing party or any of its officials, directors or employees, marketing information, printed materials, rates and rate schedules, contracts, regardless of their form, format or medium, whether machine-readable or human-readable, including written, oral or tangible. This clause does not apply to any confidential information disclosed, provided or otherwise provided by the disclosing party, which belongs to the public domain, and shall cease to apply to any information that is subsequently publicly available, unless it is caused by any violation of the receiving party. 10.2 The receiving party may disclose confidential information to (a) its directors and employees, provided that their duties will 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 shall not use such confidential information for any purpose other than properly performing their duties; (b) Its external auditors, lawyers and professional consultants, and the receiving party shall ensure that those who disclose such information to it are contractually bound by the provisions of this clause, and include corresponding confidentiality provisions in their employment and other applicable contracts. 10.3 Both parties to this Agreement shall abide by their respective obligations as data users and data processors as required by all applicable laws and the privacy policies available on cms platform related to any personal data related to this Agreement. As far as this Agreement is concerned, "3 All parties to this Agreement shall abide by their respective obligations as data users and data processors as required by all applicable laws and the privacy policies available on the cms platform related to any personal data related to this Agreement. As far as this Agreement is concerned, "3 All parties to this Agreement shall abide by their respective obligations as data users and data processors as required by all applicable laws and the privacy policies available on the cms platform related to any personal data related to this Agreement. For the purpose of this Agreement, "personal data" refers to personal data with the assigned meaning, which is controlled by data users and the data processor needs or is required to provide services for the performance of this Agreement; "Data processor" refers to any person (except employees of data users) who only processes personal data on behalf of data users and does not process personal data for any personal purpose; And "data user" refers to a person who processes any personal data alone or jointly with others or controls or authorizes the processing of any personal data, but does not include a data processor. 10.4 The confidentiality obligation under this Article 10 shall remain valid after the termination of this Agreement and/or before the confidential information enters the public domain.
11. Force majeure
11.1 Both parties are exempted from all obligations and responsibilities for delayed work caused by force majeure. "Force Majeure" refers to any unforeseeable and inevitable events and/or special circumstances beyond the reasonable control of both parties, including but not limited to epidemics or pandemics (except the epidemic/pandemic of Covid-19 in 2019), natural disasters, wars, rebellions, invasions, sabotage, riots, and government monetary affairs that directly affect the performance of the Agreement. 11.2 If either party is delayed or unable to perform its obligations under this Agreement due to force majeure, it shall notify the other party in writing as soon as possible after the force majeure.
12.termination
12.1 Each party may immediately terminate this Agreement under the following circumstances: (a) The other party files a bankruptcy application, is insolvent, or makes any arrangement, settlement or transfer with its creditors, or appoints a receiver or manager of this party or its business, or this party voluntarily (except for reorganization or merger) or forces liquidation; (b) In the event of a material breach of this Agreement by the other party, or if the non-breaching party thinks that the breach can be remedied and provides an opportunity for remedy, but the breach is not remedied within 30 (thirty) days from the date when the observant party notifies such breach; (c)Paw suspects any illegal acts, illegal and/or fraudulent acts committed by the merchant and/or employees or agents of the merchant; (d) The other party violates or fails to comply with any applicable laws, which may adversely affect the non-breaching party in any material aspect, including any other safety-related laws and regulations; (e) notify the other party in writing 30 (thirty) days in advance for any reason or no reason. 12.2 the termination of metro ag services shall not exempt or limit the obligations, responsibilities and liabilities incurred by the merchant or Paw before the termination. Including any safety or other regulations; (e) notify the other party in writing 30 (thirty) days in advance for any reason or no reason. 12.2 the termination of metro ag services shall not exempt or limit the obligations, responsibilities and liabilities incurred by the merchant or Paw before the termination. Including any safety or other regulations; (e) notify the other party in writing 30 (thirty) days in advance for any reason or no reason. 12.2 the termination of metro ag services shall not exempt or limit the obligations, responsibilities and liabilities incurred by the merchant or Paw before the termination.
13. Work
13.1 Without the prior written consent of cms, the Merchant shall not transfer any of its rights under this Agreement to anyone. 13.2 Without the prior written consent of cms, the merchant shall not allow others (except customers) to use cms services. 13.3 The provisions of this Agreement shall be binding on both parties and their respective successors and permitted assigns.
14. The relationship between the parties; Drivers as independent contractors
14.1 Nothing in this Agreement shall be interpreted as establishing a partnership, joint venture or agency relationship between the merchant and cms. Neither party has the right to sign any kind of agreement on behalf of the other party. 14. 2 The driver agrees that the third-party agreement for providing food delivery service to the customer is an independent agreement between the customer and the driver, and the driver is not an employee or agent of cms. Paw is just an intermediary between customers and drivers. 14.3 Paw does not provide any transportation services, nor does it assume any responsibility for any behavior, negligence, failure, lateness or refusal of the driver to provide transportation services. 14.4 Paw will not and should not guarantee the safety, reliability, compatibility or ability of drivers during the performance of their obligations to deliver products from merchants to customers. Hereby, the merchant hereby protects cms from damage and exempts cms from any and all responsibilities, claims and reasons.
15.compensation
Merchants shall indemnify cms, its affiliates and their respective officers, directors, employees, agents and third-party contractors ("Indemnitees") from any losses, liabilities, costs and expenses (including full reimbursement of any legal and professional fees) suffered or incurred by the Indemnitee due to any claims made or threatened by third parties, which are related to any products, merchants using Metro AG services or Metro AG platforms and/or any violation of any provisions of this Agreement. Notwithstanding any other provisions herein, both parties agree that neither party shall bear any loss of profits, goodwill, business opportunities and expected savings, or any indirect or consequential loss or damage suffered or incurred by either party.
16. Applicable law; Dispute settlement
This agreement is governed by English law. In case of any dispute, dispute, claim or any kind of difference between the two parties ("Dispute Notice"), both parties shall, within thirty (30) days after one party receives it, try to (1) notify the disputing party of the other party, and solve the dispute first through mutual discussion between the senior management of both parties. If the dispute cannot be settled through mutual discussion within thirty (30) days, it shall be submitted to the Asian International Arbitration Center ("AIAC") for arbitration and final settlement. According to the AIAC arbitration rules in effect at that time, the rules are deemed to be incorporated into this clause by reference. There will be one (1) arbitrator appointed by both parties. If both parties cannot agree on an arbitrator, the arbitration shall be appointed by the director of AIAC according to AIAC rules. The arbitration language is English. The place and place of arbitration shall be the United Kingdom. Both parties agree that Part III of the Arbitration Law of 2005 does not apply to this Agreement or the arbitration proceedings arising from this Agreement. This agreement and the rights and obligations of both parties shall remain in full force and effect until the award of any arbitration procedure under this agreement.
17. Notice
17.1 All notices under this Agreement shall be delivered by hand, registered mail or e-mail sent by overnight courier to the following address: (a) If sent to Paw e-mail: [email protected].
Note: If the General Counsel of the Group (B) sends it to the merchant, it will be sent to the address listed in the details of the merchant or other methods or channels determined by Paw. 17.2 All notices under this Agreement shall be deemed to have been duly delivered: (a) if delivered by hand, when left at the address required by Article 17; (b) If sent by overnight courier, the second (2) working day after the pickup by courier; (c) If sent by e-mail, on the day of sending, as long as such e-mail is sent before 5: 00pm on UK working days; If it is sent after 5:00 pm on a working day or on a non-working day, it will be deemed to be delivered on the next working day. In the case where the merchant sends the notification by e-mail,
18. No abstention
The failure of a party to implement any provision of this Agreement shall not be construed as a waiver of such provision or the right to implement this Agreement or any other provision. No waiver shall be interpreted as a continuous waiver.
19. Separability
If any part of this Agreement is invalid, illegal or unenforceable, it shall be separated from the rest of this Agreement, and the rest shall remain valid and enforceable to the maximum extent permitted by applicable laws.
Complete agreement
This agreement (including all attachments and other files mentioned here, including but not limited to the standard operating procedures of SOP and Paw for providing Metro AG services) represents the complete agreement between the two parties on its subject matter, and the parties shall be bound by it. Everything not specified in this agreement shall be specified in any other file published by the merchant SOP or cms on the cms platform. The merchant SOP is an integral part of this agreement, and agreeing to this agreement means that the merchant agrees to abide by the merchant SOP. In case of any discrepancy between any provision of this agreement and any provision of merchant SOP on Paw platform or Metro AG platform for providing Metro AG services, the provision of merchant SOP shall prevail.
