Terms and Conditions

1. Acceptance of Terms

These Terms and Conditions (the "Terms") form a binding agreement between you and Zandoe Inc., a corporation organized under the laws of the State of Delaware with its principal place of business in New York, New York ("Zandoe," "we," "us," or "our"). They govern your access to and use of Zandoe's websites, mobile applications, application programming interfaces, and related services (collectively, the "Platform"), through which Zandoe connects Customers with independent restaurants, retail chains, and convenience-store Merchants for delivery and pickup; operates its own first-party grocery delivery vertical; and offers a delivery-only API for retail partners who want access to Zandoe's driver network without a marketplace listing.

By creating an account, placing an Order, listing a business, driving for Zandoe, or otherwise accessing the Platform, you accept these Terms in full. If you do not agree, do not use the Platform. Depending on which portal you use — Customer, Merchant, Driver, or Partner API — the role-specific sections below apply to you in addition to the Terms of general application.

2. Definitions

"Customer"

An individual who browses, orders from, or receives deliveries through the Platform.

"Merchant"

A restaurant, bodega, or retail chain that lists a catalog on the Platform (merchant_type: restaurant, bodega, or retail chain).

"Driver"

An individual who accepts and fulfills delivery offers through the Driver app as an independent contractor.

"API Partner"

A business that integrates with Zandoe's delivery-only Partner API without a marketplace catalog listing.

"Order"

A request for Merchant goods, Zandoe-owned grocery products, or a delivery routed through an API Partner's own system.

"Delivery"

The fulfillment leg of an Order, including any stop on a batched multi-stop trip.

"Platform Fee"

The 10% fee Zandoe retains from the gross delivery fee on Zandoe-owned grocery and API Partner deliveries only.

"Processing Fee"

The disclosed 2.9% + $0.30 payment-processing charge applied to a Driver's payout on every Delivery, regardless of Order type.

3. Eligibility

You must be at least 18 years old and capable of forming a binding contract under New York law to use the Platform. Merchants and API Partners represent that they are duly authorized to operate their business and hold all licenses and permits required in their jurisdiction, including any applicable food-service, alcohol, or retail licenses. Drivers represent that they hold a valid driver's license where operating a motor vehicle, carry any insurance required for their vehicle type, and satisfy the identity-verification and background-check requirements completed during onboarding.

4. The Zandoe Platform

4.1 Customer App

Available on iOS and Android, the Customer app lets you browse Merchant menus and retail catalogs and Zandoe's own grocery catalog, place Orders for delivery or pickup, track a Delivery in real time, save payment methods, and view order history.

4.2 Merchant Portal

A browser-based application, installable on a tablet or used in any browser, for Merchants to manage catalogs, receive real-time order notifications, manage the order-status workflow, view subscription billing, and access the payroll tax calculator and bookkeeping tools described in Section 13.

4.3 Driver App

A mobile app for Drivers to view delivery offers, including batched multi-stop routes, accept and navigate deliveries, complete pickup/dropoff verification, and view an itemized earnings breakdown.

4.4 Partner API

A machine-to-machine interface for API Partners to create delivery requests, track Driver status, and receive webhooks, without a consumer-facing marketplace listing.

4.5 Zandoe Grocery

Zandoe's own first-party grocery vertical, fulfilled from Zandoe-owned warehouses rather than a third-party Merchant.

5. Customer Terms

5.1 Placing Orders

Orders are subject to Merchant and warehouse availability, item stock, and delivery-radius coverage, validated at the time you submit an Order. An Order is not guaranteed until Zandoe or the Merchant confirms it.

5.2 Pricing at Checkout

Every Order total is the item subtotal, the applicable delivery fee, any Processing Fee passed through at checkout, and applicable tax. Standard delivery fees range from $7.50–$10.00 for food Orders and $15–$20 for grocery Orders, and cover deliveries within a 5-mile radius of the Merchant or warehouse, measured from your delivery address.

5.3 Grocery Coverage Area

Grocery checkout is available only where your delivery address falls within an active warehouse's service radius. Coverage expands as Zandoe opens new warehouses.

5.4 Order Tracking and Verification

Deliveries are verified at both pickup and dropoff by QR code scan or one-time passcode. This verification record is the basis on which Zandoe resolves any dispute over whether an Order was delivered.

5.5 Cancellations

You may cancel an Order free of charge before a Merchant begins preparing it or before a Zandoe warehouse begins picking it. Once an Order enters preparation or picking, cancellation may be subject to a partial or full charge to cover work already performed by the Merchant, warehouse, or a Driver already en route. Cancellations are not available once an Order has been marked out for delivery or picked up.

5.6 Wrong or Missing Items

Liability for wrong or missing items sits with the Merchant, not the Driver, and is assessed against the pickup/dropoff verification record rather than assumed by default.

5.7 Late Deliveries

Lateness is attributed to the Driver only for elapsed time after pickup — never against the time a Merchant or warehouse took to prepare the Order.

6. Merchant Terms

6.1 Zero-Commission Commitment

Zandoe charges 0% commission, ever, on Merchant marketplace Orders, for both restaurant/bodega Merchants and retail-chain Merchants. Zandoe earns revenue on these Orders exclusively through the flat monthly subscription described below, enforced at the point Orders settle to your Stripe Connect account. This commitment does not extend to Zandoe-owned grocery Orders or delivery-only API Partner deliveries, which use the model described in Sections 9 and 11.

6.2 Subscription Fees

• Restaurant / bodega Merchants: $49.99–$99.00 per month, tiered and reassessed quarterly based on order volume and number of locations, effective on your next billing cycle.
• Retail chain Merchants: a flat $149.99 per store, per month, regardless of order volume.

Subscriptions bill on a recurring basis via Stripe Billing and are separate from, and never combined with, any one-time hardware charge under Section 6.3.

6.3 Optional Tablet Hardware

You may purchase a Zandoe-provisioned, managed tablet for a one-time fee of $275, or use your own device to access the Merchant Portal in any browser at no additional cost. This is billed as a separate, one-time charge and will never be merged into your recurring subscription invoice.

6.4 Order Settlement

Your Order subtotal, minus standard card-processing costs, settles directly to your own Stripe Connect account. Zandoe does not take a percentage of your marketplace Order value at any volume.

6.5 Delivery Fees on Your Orders

The delivery fee charged to the Customer on your restaurant/retail-marketplace Orders passes to the Driver in full, minus the Driver's disclosed Processing Fee. Zandoe does not retain any portion of the delivery fee on these Orders.

6.6 Chargebacks

Payment chargebacks on your Orders are your responsibility; Zandoe does not absorb chargeback costs under any circumstance. Dispute status and evidence deadlines are surfaced in the Merchant Portal so you can respond within the applicable card-network deadline.

6.7 Catalog Accuracy

You are responsible for keeping your menu or catalog, pricing, and item availability accurate and current, and for the safety, legality, and quality of the goods you list. Sponsored placements you purchase under Section 12 are clearly labeled to Customers and never blended into organic search results.

7. Retail Chains and Bodegas

Retail chains and bodegas are Merchants like any other on the Platform. The merchant_type distinction affects only pricing tier and Portal presentation — retail chains and bodegas operate under the same subscription mechanism, zero-commission commitment, and settlement rules set out in Section 6.

8. Driver Terms

8.1 Independent Contractor Status

Drivers perform Deliveries as independent contractors, not as employees, agents, joint venturers, or partners of Zandoe. Drivers set their own schedule, choose which delivery offers to accept, and are not subject to Zandoe's direction or control over the manner and means of performing a Delivery, beyond the delivery-completion and verification standards set out in this Section 8. Nothing in these Terms creates an employment relationship, and Drivers are solely responsible for their own tax obligations arising from Platform earnings.

8.2 Delivery Offers

Drivers receive delivery offers through the Driver app, including batched, multi-stop routes. Accepting an offer is at the Driver's discretion.

8.3 Vehicle and Documentation

Drivers must maintain a valid license and any insurance required for their vehicle type in their operating jurisdiction, and must complete Zandoe's onboarding and identity-verification process before accepting Delivery offers.

8.4 Pickup and Dropoff Verification

Drivers must complete QR-code or one-time-passcode verification at both pickup and dropoff for every stop. This record is the basis for resolving any delivery-time or completion dispute.

8.5 Earnings and Payout

Driver payouts are made via Stripe Connect. Every payout is itemized in the Driver app and shows only one disclosed deduction — the 2.9% + $0.30 Processing Fee — regardless of Order type. See Section 9 for how the underlying delivery fee is calculated before that deduction is applied.

8.6 Batched Trips

On a multi-stop batch, each stop is a separate, independently priced Delivery under a shared batch reference: the first stop pays the full delivery-fee rate, and each additional stop on the same trip pays 50% of that rate. Batching applies to restaurant/retail-marketplace and grocery routes; API Partner deliveries are priced individually under Section 11.

9. Delivery Pricing and Driver Payout Mechanics

9.1 Standard Delivery Fee

Delivery fees cover up to a 5-mile radius and are calculated from the Merchant's or warehouse's location to the Customer's delivery address: $7.50–$10.00 for food, $15–$20 for grocery.

9.2 Payout Split by Order Type

• Restaurant / retail-marketplace Orders: 100% of the delivery fee transfers to the Driver, minus the disclosed Processing Fee. Zandoe retains none of the delivery fee on these Orders.
• Zandoe-owned grocery Orders and API Partner deliveries: Zandoe retains a flat 10% Platform Fee from the gross delivery fee before the Driver's share is calculated; the Driver receives the remaining 90%, minus the same disclosed Processing Fee.

9.3 Fee Transparency

Regardless of Order type, a Driver's earnings screen shows only the one disclosed Processing Fee deduction. On grocery and API Partner deliveries, the Platform Fee is taken from the gross delivery fee before the Driver's share is calculated, so it never appears to the Driver as a separate line-item deduction.

10. Zandoe Grocery

Grocery Orders are fulfilled from Zandoe-owned inventory at Zandoe-operated warehouses, not from a third-party Merchant. Grocery revenue comes from (a) standard retail margin between Zandoe's cost and sell price on each product, and (b) the 10% Platform Fee on the delivery charge described in Section 9.2. Grocery checkout is limited to addresses within an active warehouse's service radius.

11. Delivery-Only API Partner Terms

API Partners do not list a catalog and are not part of the Customer-facing marketplace. Instead, API Partners:

• are billed per delivery, at a flat rate set by Zandoe for the market (city) in which the delivery originates, applicable up to that market's radius (5 miles by default);
• route each delivery request through the same Driver pool as every other Order type, with the same 90% Driver / 10% Zandoe payout split (minus the Driver's disclosed Processing Fee) described in Section 9.2;
• may be charged an optional, one-time setup fee at onboarding, billed and disclosed separately from any recurring per-delivery charges; and
• remain the system of record for what is being delivered — Zandoe holds only pickup/dropoff details and package value for API Partner deliveries, not a catalog reference.

API Partner access is further governed by the API terms of use and any applicable service-level agreement incorporated at onboarding.

12. Advertising and Sponsored Placements

Brands may pay Zandoe a flat weekly or monthly fee for a sponsored placement — for example, top-of-search within a category — against grocery or Merchant catalog listings. Sponsored placements are always clearly labeled to Customers and are never blended into organic search or ranking results. Specific campaign terms, specifications, and cancellation policies are set out in the applicable insertion order.

13. Payroll Tax Calculator and Bookkeeping Tools

These tools do not constitute tax, legal, accounting, or payroll advice, and Zandoe is not a payroll provider.

• The payroll tax calculator computes estimated gross-to-net withholding for the pay data a Merchant enters or imports. Zandoe does not disburse payroll funds, file payroll taxes, or remit withholding on a Merchant's behalf. The Merchant remains the employer of record and is solely responsible for actually withholding and remitting payroll taxes.
• The bookkeeping dashboard categorizes platform-generated entries, such as subscription charges and delivery fees, alongside transactions synced via Plaid from a Merchant's connected bank account. This is a self-serve tool, not reviewed by a human bookkeeper, and is not a substitute for professional accounting advice.
• Merchants should consult their own accountant, bookkeeper, or tax professional before relying on figures generated by these tools for filing or compliance purposes.

14. Payments and Billing

• Customer payment methods are tokenized and processed via Stripe.
• Merchant and retail-chain subscriptions bill on a recurring basis via Stripe Billing.
• Merchant order settlement and Driver delivery payouts are processed via Stripe Connect.
• Merchant bank-account bookkeeping sync is powered by Plaid's Transactions product.
• One-time charges — the $275 tablet purchase, an API Partner setup fee — are billed separately from any recurring subscription or per-delivery invoice and are never combined with it.

15. Chargebacks and Disputes

Payment chargebacks on Merchant Orders are Merchant-liable; Zandoe does not absorb this cost under any circumstance. Wrong- or missing-item disputes are assessed against the Merchant and the pickup/dropoff verification record. Late-delivery disputes are assessed against the Driver only for elapsed time after the pickup timestamp. Dispute status and evidence deadlines are surfaced in the Merchant Portal to support timely responses to card-network disputes.

16. Prohibited Conduct

You agree not to: violate any applicable law while using the Platform; provide false information during Merchant, Driver, or API Partner onboarding; misuse the Platform or its API, including attempts to circumvent delivery-radius, batching, or pricing logic; interfere with another user's use of the Platform; scrape or harvest data from the Platform without authorization; or use sponsored placements or advertising features to display misleading or deceptive claims. Zandoe may investigate suspected violations and take any action permitted under Section 22.

17. Intellectual Property

All Platform software, trademarks, logos, and content — excluding Merchant-provided catalog content and Customer-generated content — are the property of Zandoe Inc. or its licensors. Zandoe grants you a limited, non-exclusive, non-transferable, revocable license to use the Platform in accordance with these Terms. No other rights are granted, whether by implication, estoppel, or otherwise.

18. Privacy

Your use of the Platform is also governed by Zandoe's Privacy Policy, which describes how Zandoe collects, uses, and shares information, including location data used for delivery-radius calculations and geo-based Driver matching, and your rights under applicable law, including the New York SHIELD Act.

19. Disclaimers

20. Limitation of Liability

21. Indemnification

You agree to indemnify, defend, and hold harmless Zandoe Inc. and its officers, employees, and agents from any claim, damage, or expense (including reasonable attorneys' fees) arising out of your breach of these Terms, your use of the Platform, or, for Merchants, the accuracy of your catalog or your food-safety or licensing compliance, or, for Drivers, your operation of a vehicle while fulfilling a Delivery.

22. Term and Termination

These Terms remain in effect while you use the Platform. Zandoe may suspend or terminate your access for violation of these Terms, fraudulent activity, or repeated chargebacks or disputes, with notice where practicable. Merchants and API Partners may cancel their subscription through their account settings, effective at the end of the current billing period; cancellation does not entitle you to a refund of that period except as required by law. Sections 2, 9, 15, and 17 through 25 survive termination.

23. Governing Law and Dispute Resolution

23.1 Governing Law

These Terms and any dispute arising out of or relating to them or the Platform are governed by the laws of the State of New York, without regard to its conflict-of-laws principles.

23.2 Binding Arbitration

Except for claims that qualify for small-claims court or claims seeking injunctive relief to protect intellectual-property or confidentiality rights, you and Zandoe agree to resolve any dispute arising out of or relating to these Terms or the Platform through binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (or, for individual Customers and Drivers, its Consumer Arbitration Rules, as applicable), seated in New York, New York. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

23.3 Class Action Waiver

You and Zandoe agree that any arbitration or proceeding shall be conducted only on an individual basis and not as a class, collective, or representative action. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a class, collective, or representative proceeding.

23.4 Venue for Excluded Claims

For any claim not subject to arbitration under Section 23.2, you and Zandoe consent to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York.

24. Changes to These Terms

Zandoe may update these Terms from time to time. Material changes will be communicated through the Platform or by email at least 15 days before taking effect. Continued use of the Platform after a change takes effect constitutes acceptance of the revised Terms.

25. General

If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect. Zandoe's failure to enforce a provision is not a waiver of its right to do so later. You may not assign these Terms without Zandoe's prior written consent; Zandoe may assign these Terms in connection with a merger, acquisition, or sale of assets. These Terms, together with the Privacy Policy and any role-specific agreement referenced above, constitute the entire agreement between you and Zandoe regarding the Platform.

26. Contact

Zandoe Inc.
[COMPANY STREET ADDRESS]
New York, NY [ZIP]
support@zandoe.com  ·  [SUPPORT PHONE]