The agreement between ZEBENTO LLP and independent food service Providers on the platform.
Between
Zebento
A limited liability partnership incorporated under the Limited Liability Partnership Act, 2008, having its Registered and Head Office at:
Solapur, Maharashtra, India
(Hereinafter referred to as the "Platform", which expression shall, unless repugnant to the context or meaning thereof, include its successors, permitted assigns and affiliates.)
AND
The individual, proprietorship, partnership, limited liability partnership, company, or any other legally recognised business entity registering as a food service provider on the Platform and accepting this Agreement electronically.
(Hereinafter referred to as the "Provider", which expression shall, unless repugnant to the context or meaning thereof, include its successors, legal representatives and permitted assigns, wherever applicable.)
This Provider Agreement governs the Provider's access to and use of the Platform for offering food products and related services to Customers through the Platform.
This Agreement establishes the legal rights, obligations, responsibilities and commercial relationship between the Platform and the Provider.
The Platform operates solely as a technology-enabled marketplace connecting independent food service providers with Customers and is not the seller of food products listed by the Provider unless expressly required under Applicable Law.
This Agreement applies to, including but not limited to:
Home Chefs
Home Kitchen Operators
Home Meal Service Providers
Mess Operators
Cloud Kitchens
Restaurants
Cafés
Bakeries
Sweet Shops
Catering Businesses
Food Stalls
Juice & Beverage Providers
Snack & Fast Food Vendors
Any other food business permitted by the Platform from time to time.
This Agreement shall become legally binding from the date and time on which the Provider electronically accepts this Agreement by clicking the "I Agree", "Accept", "Continue", "Register" or any similar electronic acceptance mechanism provided by the Platform.
Version: 1.0
Effective Date: ___________________
Last Updated: ___________________
Zebento
A limited liability partnership incorporated under the Limited Liability Partnership Act, 2008, having its Registered and Head Office at:
Registered & Head Office:
Solapur, Maharashtra, India
By accepting this Agreement electronically, the Provider confirms that they:
have read this Agreement in its entirety;
understand the rights and obligations contained herein;
agree to comply with all applicable laws and Platform requirements;
agree to be bound by all Schedules, Annexures, Platform Policies and documents incorporated by reference; and
enter into this Agreement voluntarily and with full legal capacity.
CONFIDENTIAL & PROPRIETARY
This Agreement is proprietary to Zebento A limited liability partnership incorporated under the Limited Liability Partnership Act, 2008, having its Registered and Head Office at:
The Provider may retain or reproduce a copy solely for its internal records, compliance and use of the Platform. No other reproduction, distribution or disclosure is permitted except as required by Applicable Law or with the Platform's prior written consent.
PROVIDER AGREEMENT
This Provider Agreement ("Agreement") constitutes a legally binding agreement between Zebento, a limited liability partnership incorporated under the Limited Liability Partnership Act, 2008, having its registered office at 128/A, Plot No. 3, Paiki 11 & 12, Kadadi Chal Back Side, North Solapur, Solapur - 413001, Maharashtra, India (hereinafter referred to as the "Platform"), and every individual, sole proprietor, partnership firm, limited liability partnership, company or other lawful entity that registers as a Food Service Provider on the Platform (hereinafter referred to as the "Provider").
The Platform owns and operates a technology-based website and mobile application that enables independent food service providers and customers to discover each other, place orders, facilitate payments and communicate for the provision of food-related services.
By creating a Provider Account, accessing the Provider Dashboard, clicking the "I Agree", "Accept" or any similar button, or by continuing to use the Platform after registration, the Provider acknowledges that it has carefully read, understood and agreed to be legally bound by this Agreement, together with all policies, guidelines, standards and other documents incorporated herein by reference.
If the Provider does not agree to any provision of this Agreement, the Provider shall not register with, access or use the Platform.
This Agreement shall become effective from the date on which the Provider accepts this Agreement electronically through the Platform ("Effective Date") and shall remain in force until terminated in accordance with its terms.
Unless the context otherwise requires, the following terms shall have the meanings assigned to them below:
Platform means the website, mobile application, software systems, technology infrastructure and related services owned and operated by Zebento, LLP.
Provider means any Home Chef, Home-based Meal Service, Mess Operator, Cloud Kitchen or any other eligible food service provider registered on the Platform.
Customer means any person who accesses the Platform for the purpose of browsing, ordering or purchasing food or related services from a Provider.
Order means a request placed by a Customer through the Platform for food or related services offered by a Provider.
Provider Account means the registered account created by a Provider for accessing the Platform.
Commission means the service fee or commission payable by the Provider to the Platform for providing marketplace, technology, marketing, payment facilitation or related services.
Settlement means the transfer of the Provider's eligible earnings after deduction of applicable Commission, charges, refunds, adjustments or any other amounts agreed under this Agreement.
Content means all menus, photographs, logos, descriptions, prices, business information, documents, ratings, reviews and other information uploaded or made available on the Platform.
Applicable Law means all applicable laws, rules, regulations, governmental notifications, orders and statutory requirements in force from time to time in India.
Platform Policies means the Platform's then-current policies, standards, schedules, guidelines, notices and operational requirements that are made available to the Provider through the Platform or by another reasonable electronic means.
Party means either the Platform or the Provider, as the context requires, and Parties means both of them collectively.
Business Day means any day, other than a Saturday, Sunday or a day declared as a public holiday by the Government of India on which banks are generally open for business in India.
"Registered Office" means the registered office of the Platform, as amended from time to time in accordance with Applicable Law.
Words importing the singular shall include the plural and vice versa. References to one gender shall include all genders. Headings are inserted for convenience only and shall not affect the interpretation of this Agreement.
The relationship between the Platform and the Provider is that of independent contracting parties. Nothing contained in this Agreement shall be construed as creating any relationship of employer and employee, principal and agent, partnership, joint venture, franchise, association, representative or any fiduciary relationship between the Platform and the Provider.
The Provider acknowledges and agrees that it operates an independent business and offers food and related services in its own name and at its own responsibility.
The Provider shall remain solely responsible for the management, operation and conduct of its business, including the preparation, quality, quantity, hygiene, packaging (where applicable), pricing, statutory compliance and supply of food or related services to Customers.
Nothing contained in this Agreement shall be construed to create any contract of employment between the Platform and the Provider or between the Platform and any employee, worker, representative or personnel engaged by the Provider.
The Provider shall be solely responsible for the recruitment, supervision, remuneration, statutory compliances and conduct of its employees, workers or representatives.
The Provider shall have no authority to represent, bind, commit or incur any obligation or liability on behalf of the Platform unless expressly authorized in writing by the Platform.
The Provider shall not make any representation to any Customer, Government Authority or third party suggesting that it is acting as an employee, agent or authorized representative of the Platform.
The Provider shall remain solely responsible for obtaining and maintaining all licences, registrations, permits, approvals and statutory compliances applicable to its business and shall conduct its operations in accordance with Applicable Law.
The Platform provides technology, communication and related support services to facilitate interaction between Customers and Providers.
The Platform does not, merely by operating the Platform, become the manufacturer, preparer, owner, seller or supplier of the food supplied by the Provider.
Each Party shall remain independently responsible for its own acts, omissions, obligations, liabilities and statutory compliances arising from its respective business activities, except to the extent otherwise expressly provided under this Agreement or required by Applicable Law.
Unless otherwise agreed in writing, this Agreement does not create an exclusive arrangement. The Provider shall remain free to operate its business independently and to offer its products or services through other lawful channels, subject to compliance with this Agreement and Applicable Law.
The Provider acknowledges and agrees that it is the actual and independent seller of the food and related services offered through the Platform and shall be solely responsible for complying with all Applicable Laws relating to taxation, including obtaining registrations, maintaining records, issuing invoices or bills, filing returns and discharging all tax liabilities applicable to its business.
The Platform shall remain responsible only for the tax compliances applicable to the services provided by the Platform under Applicable Law.
Each Party shall independently comply with all obligations relating to Goods and Services Tax (GST) or any other indirect tax applicable to its respective business activities.
Nothing contained in this Agreement shall be interpreted as transferring the statutory tax liability of one Party to the other, except where such responsibility is expressly imposed by Applicable Law.
The Provider acknowledges that the food supplied through the Platform is supplied by the Provider in its capacity as the actual seller.
Where the Platform facilitates the generation or delivery of invoices, bills or similar documents through its website or mobile application, such facilitation shall be performed on behalf of the Provider, subject to Applicable Law and the Provider's authorisation, for operational convenience and record management.
The generation, transmission or storage of such invoices through the Platform shall not, by itself, alter the legal status of the Provider as the seller of the food or create any ownership, sale or supply of food by the Platform.
The Provider agrees to pay the Platform the agreed Commission and any other applicable service charges for the marketplace, technology, payment facilitation, promotional or other services provided by the Platform.
The Platform shall issue appropriate invoices or other documents in respect of such Commission and service charges, in accordance with Applicable Law.
Where the Platform facilitates collection of payments from Customers, such collection shall be carried out solely for the purpose of facilitating settlement between the Customer and the Provider, in accordance with this Agreement and Applicable Law.
Subject to applicable deductions, including Commission, refunds, chargebacks, penalties (if any), statutory deductions (where applicable) and other adjustments permitted under this Agreement or Applicable Law, the Platform shall settle the Provider's eligible amounts in accordance with the settlement cycle notified by the Platform from time to time.
The Provider shall maintain complete, accurate and up-to-date records relating to orders, sales, invoices, licences, registrations, tax filings and other statutory documents required under Applicable Law and shall produce such records before the Platform or any competent Government Authority whenever lawfully required.
If any provision of any Applicable Law, taxation law, GST law, governmental notification, judicial decision or regulatory direction requires any modification in the manner of invoicing, payment settlement, tax collection, deduction, reporting or compliance, the Platform shall be entitled to modify its operational processes and the Provider shall cooperate in implementing such modifications to ensure continued legal compliance.
The Provider shall indemnify and keep indemnified the Platform against any loss, liability, demand, penalty, interest, cost or expense arising from the Provider's failure to comply with its statutory tax obligations, inaccurate tax declarations, failure to maintain required registrations or any breach of Applicable Law, except to the extent such liability arises directly from the negligence, wilful misconduct or statutory default of the Platform.
Similarly, the Platform shall remain responsible for its own statutory tax obligations relating to the services provided by it, in accordance with Applicable Law.
Only individuals or entities legally competent to enter into a binding contract under Applicable Law and engaged in the lawful preparation and/or supply of food may register as a Provider on the Platform.
The Platform may permit registration of, including but not limited to:
Home Chefs;
Home-based Meal Service Providers;
Mess Operators;
Cloud Kitchens;
Caterers; and
Any other food service business approved by the Platform.
Registration on the Platform shall not create any automatic right to continue using the Platform, and the Platform reserves the right to approve or reject any application in accordance with this Agreement and its internal policies.
The Provider shall complete the registration process in the manner prescribed by the Platform and shall furnish complete, accurate and up-to-date information.
The Provider shall promptly update any information that becomes inaccurate, incomplete or outdated.
The Provider shall submit such Know Your Customer (KYC), identity, address, banking and business-related documents as may be required by the Platform or Applicable Law.
The Provider represents and warrants that all documents and information submitted to the Platform are genuine, accurate, valid and not misleading.
The Platform may independently verify such information through lawful means before or after registration.
The Provider shall obtain, maintain and renew all licences, registrations, permits, approvals and authorisations required under Applicable Law for carrying on its business, including those relating to food safety and public health.
The Provider shall provide copies of such licences or approvals to the Platform whenever requested.
The Provider shall maintain the confidentiality of its login credentials and shall be solely responsible for all activities carried out through its Provider Account.
The Provider shall immediately notify the Platform of any unauthorised access, suspected security breach or misuse of its account.
The Provider shall ensure that all information displayed on the Platform, including business name, menu, pricing, photographs, operating hours, service locations, delivery availability and contact details, remains accurate and updated at all times.
The Provider shall be solely responsible for any loss, claim or dispute arising from inaccurate or misleading information provided by it.
The Platform may, at any time, request additional documents, conduct reasonable verification, inspect publicly available information or seek clarification from the Provider to ensure continued compliance with this Agreement and Applicable Law.
Failure to cooperate with such verification may result in suspension or termination of the Provider Account in accordance with this Agreement.
The Provider shall ensure that all food and related services offered through the Platform are prepared, stored, handled, packaged and supplied in a safe, hygienic and lawful manner and in compliance with Applicable Law and the standards prescribed by the Platform from time to time.
The Provider shall obtain, maintain and comply with all food safety licences, registrations, permits and approvals required under Applicable Law, including those issued by the competent authorities.
The Provider shall promptly notify the Platform of the suspension, cancellation, expiry or non-renewal of any such licence or approval.
The Provider shall ensure that:
Food is freshly prepared, unless the nature of the product reasonably requires otherwise.
Only safe and consumable ingredients are used.
Ingredients shall not be expired, contaminated, adulterated or prohibited under Applicable Law.
Food supplied matches the menu description, quantity and specifications displayed on the Platform.
The quality of food remains consistent with the standards represented to Customers.
The Provider shall maintain proper standards of hygiene and sanitation in all areas used for food preparation, storage, handling and packaging.
Without limitation, the Provider shall ensure that:
Food preparation areas are kept clean and sanitary.
Cooking utensils and equipment are properly cleaned and maintained.
Safe drinking water is used wherever required.
Food handlers maintain appropriate personal hygiene.
Waste is disposed of in a hygienic and environmentally responsible manner.
The Provider shall store raw materials, cooked food and other food products under suitable conditions so as to preserve their safety and quality.
The Provider shall implement reasonable measures to prevent contamination, spoilage or deterioration of food before it is supplied to Customers.
Where packaging is provided by the Provider, it shall be clean, safe, suitable for food contact and reasonably capable of protecting the food during handling, transportation or takeaway.
The Provider shall ensure that packaging does not adversely affect the quality or safety of the food.
The Provider shall ensure that all menu items, prices, photographs, descriptions, ingredients, portion sizes, dietary information and availability displayed on the Platform are accurate and not misleading.
Any change shall be updated on the Platform without unreasonable delay.
The Provider shall exercise reasonable care to minimise risks relating to food safety.
Where the Provider becomes aware of any issue affecting the safety or quality of food already supplied or intended to be supplied to Customers, the Provider shall immediately inform the Platform and take all appropriate corrective measures.
The Provider agrees to comply with the quality, hygiene, operational and service standards prescribed by the Platform from time to time, provided that such standards are consistent with Applicable Law and are reasonably communicated to the Provider.
The Platform may, upon reasonable notice or where immediate action is reasonably necessary to protect Customers or comply with Applicable Law, request documents, photographs, declarations or other information for the purpose of verifying compliance with this Clause.
Where permitted by Applicable Law and with the Provider's reasonable cooperation, the Platform may also conduct or arrange inspections or audits of the Provider's food preparation facilities.
If the Platform reasonably believes that the Provider has failed to comply with this Clause, the Platform may require the Provider to take corrective measures within the time specified by the Platform.
Failure to implement such corrective measures may result in suspension or termination of the Provider Account in accordance with this Agreement.
The Provider acknowledges and agrees that it shall remain solely responsible for the preparation, quality, hygiene, safety and lawful supply of the food offered through the Platform.
The Platform's verification, monitoring, quality standards or operational guidelines shall not be construed as transferring the Provider's statutory or legal responsibilities to the Platform.
Customers may place Orders through the Platform for the food and related services offered by the Provider.
The Platform shall electronically transmit the Order details to the Provider for acceptance or rejection.
The Provider shall review each Order and may accept or reject an Order based on genuine operational reasons, including but not limited to product availability, service availability, operational capacity, location constraints, business hours or any other reasonable business consideration.
An Order shall be deemed confirmed only after it has been accepted by the Provider through the Platform.
The Provider shall independently determine the mode or modes in which it wishes to provide its services through the Platform.
Subject to the features made available by the Platform, the Provider may choose to offer one or more of the following service modes:
Delivery;
Take Away (Customer Pick-Up); and/or
Dine-In.
The selection, modification or discontinuation of any service mode shall remain at the sole discretion of the Provider, subject to Applicable Law and the operational requirements of the Platform.
The Platform shall not require the Provider to offer any particular service mode.
Upon accepting an Order, the Provider shall use commercially reasonable efforts to prepare and fulfil the Order accurately, safely and within the estimated preparation or service time communicated to the Customer.
Unless the nature of a particular food item reasonably requires otherwise, the Provider shall ensure that all food supplied through the Platform is freshly prepared for the relevant Order and is safe, hygienic and fit for human consumption at the time it is handed over for Delivery, Take Away or served for Dine-In.
The Provider shall not knowingly supply stale, spoiled, expired, contaminated, adulterated or otherwise unsafe food under any circumstances.
The Provider shall adopt reasonable preparation, storage and handling practices to preserve the freshness, quality and safety of the food until it is delivered, collected or served to the Customer.
The Provider shall use reasonable efforts to ensure that only currently available menu items are displayed on the Platform.
If any accepted Order cannot be fulfilled due to unavailability or any other legitimate operational reason, the Provider shall immediately notify the Platform through the prescribed process.
The Provider shall maintain accurate preparation times on the Platform and shall promptly update such estimates whenever reasonably necessary to reflect actual operational conditions.
Where the Provider chooses to offer Delivery services, the Provider shall be solely responsible for the timely and safe delivery of the Order, unless the Parties expressly agree in writing that delivery shall be performed through a delivery partner designated by the Platform.
The Provider shall ensure that food is packaged appropriately to preserve its quality and safety during transit.
Where the Provider offers Take Away services, the Provider shall ensure that accepted Orders are prepared and made reasonably available for collection within the estimated time displayed to the Customer.
Where the Provider offers Dine-In services, the Provider shall ensure that such services are provided in accordance with Applicable Law, including all health, safety, hygiene and occupancy requirements applicable to its premises.
The Provider shall respond to Customer communications relating to accepted Orders in a professional, courteous and timely manner and shall cooperate with the Platform in resolving operational issues affecting Order fulfilment.
Repeated failure to accept, prepare or fulfil Orders without reasonable justification, or repeated delays adversely affecting Customers, may result in warnings, temporary suspension, reduced visibility on the Platform or termination of this Agreement, in accordance with the Platform's policies and this Agreement.
The Provider acknowledges that, upon acceptance of an Order, it remains solely responsible for the preparation, fulfilment and completion of the Order in accordance with this Agreement and Applicable Law.
The Provider shall be solely responsible for creating, maintaining and updating its menu on the Platform, including the names of food items, descriptions, ingredients, portion sizes, prices, photographs (where applicable) and availability.
The Provider shall ensure that all information displayed on the Platform is accurate, complete and not misleading.
The Provider shall independently determine the selling price of the food and related services offered through the Platform, subject to Applicable Law and the operational features of the Platform.
The Provider shall ensure that all prices displayed on the Platform are accurate and inclusive or exclusive of applicable taxes, as required by Applicable Law.
The Provider may revise the prices of its menu items through the Platform from time to time.
Any revised price shall become applicable only after it is updated on the Platform and shall not affect Orders that have already been accepted, unless otherwise permitted under Applicable Law or expressly agreed by the Customer.
The Provider shall accurately maintain the availability status of all menu items and shall promptly update the Platform whenever any item becomes unavailable.
The Provider shall use reasonable efforts to prevent Customers from placing Orders for unavailable items.
The Provider may temporarily suspend the availability of specific menu items or its entire menu due to operational reasons, shortage of ingredients, holidays, maintenance, emergencies or any other legitimate business reason by updating its availability status on the Platform.
The Provider may participate in promotional campaigns, discounts or special offers made available through the Platform, subject to the terms of such campaign and the Provider's consent where required.
Unless expressly agreed in writing or through the Platform's campaign settings, the Platform shall not impose discounts that reduce the Provider's selling price.
The Provider shall not publish or display any false, deceptive or misleading information relating to menu items, prices, photographs, ingredients, nutritional claims, portion sizes, discounts or promotional offers.
The Provider shall make reasonable efforts to ensure that menu availability, operating hours and service status displayed on the Platform accurately reflect its actual operational status.
The Platform may temporarily hide, restrict or remove any menu item or listing that reasonably appears to violate this Agreement, Applicable Law, intellectual property rights, food safety requirements or the Platform's published policies.
Where reasonably practicable, the Platform shall inform the Provider of the reasons for such action and provide an opportunity to rectify the issue, except where immediate action is necessary to protect Customers, comply with Applicable Law or address an urgent operational or safety concern.
The Provider shall remain solely responsible for the accuracy of its menu, pricing, availability and promotional information displayed on the Platform and for any consequences arising from inaccurate, misleading or outdated information supplied by the Provider.
In consideration of the marketplace, technology, payment facilitation and other services provided by the Platform, the Provider agrees to pay the Platform the Commission and such other service charges as may be agreed between the Parties or notified through the Platform from time to time.
The applicable Commission, service charges and any revisions thereto shall be communicated to the Provider in advance through the Platform or by any other reasonable means.
Where the Platform facilitates the collection of payments from Customers, such collection shall be undertaken solely for the purpose of facilitating settlement between the Customer and the Provider in accordance with this Agreement and Applicable Law.
The Platform's collection or processing of Customer payments shall not, by itself, alter the status of the Provider as the actual and independent seller of the food and related services.
Subject to this Agreement and Applicable Law, the Platform shall settle the Provider's eligible amounts in accordance with the settlement cycle notified by the Platform from time to time.
The Platform may revise the settlement cycle upon providing reasonable prior notice to the Provider.
Before settlement, the Platform may deduct or adjust, as applicable:
Commission and agreed service charges;
Applicable taxes;
Refunds issued in accordance with this Agreement;
Chargebacks, payment reversals or failed payment recoveries;
Amounts payable pursuant to promotional campaigns accepted by the Provider;
Statutory deductions required under Applicable Law;
Any other lawful adjustment expressly permitted under this Agreement.
The Platform shall maintain appropriate records of such deductions and adjustments.
Where any amount is required to be deducted at source under the provisions of the Income-tax Act, 1961 or any other Applicable Law, the Platform shall deduct such amount before settlement and shall deposit the same with the appropriate Government Authority in accordance with Applicable Law.
The Platform shall provide such tax deduction details or certificates to the Provider as may be required under Applicable Law.
Nothing contained in this Agreement shall require the Platform to deduct tax where no such deduction is mandated under Applicable Law.
The Platform may make available settlement statements, transaction reports, invoices, adjustment reports or other financial records through the Provider Dashboard or by any other reasonable electronic means.
The Provider shall promptly review such statements and notify the Platform of any discrepancy within the period specified by the Platform's policies or, where no period is specified, within a reasonable time.
The Provider shall furnish accurate and complete bank account details for settlement purposes and shall promptly notify the Platform of any changes.
The Platform shall not be responsible for delays or failed settlements resulting from incorrect, incomplete or outdated banking information provided by the Provider.
Where a settlement fails due to incorrect banking information, banking restrictions, technical failures or any reason beyond the reasonable control of the Platform, the Platform shall make commercially reasonable efforts to reprocess the settlement after the underlying issue has been resolved.
Any dispute relating to a settlement, adjustment or financial reconciliation shall be raised by the Provider through the Platform's prescribed grievance mechanism together with all relevant supporting documents.
The Parties shall cooperate in good faith to investigate and resolve such dispute within a reasonable period.
Unless otherwise expressly agreed in writing or required under Applicable Law, no interest shall accrue or be payable on any amount pending settlement, withheld for lawful reasons or under dispute.
All collections, settlements, deductions, adjustments and financial transactions under this Agreement shall be carried out in accordance with Applicable Law, applicable banking regulations, payment system requirements and regulatory directions issued from time to time.
The Platform reserves the right to withhold, defer or adjust any settlement to the extent reasonably necessary to comply with Applicable Law, any order of a competent court or Government Authority, payment network requirements, or to investigate suspected fraud, illegal activity, security concerns or material breaches of this Agreement.
The Platform shall, where reasonably practicable and not prohibited by Applicable Law, inform the Provider of the reasons for such action.
The Provider acknowledges and agrees that all settlements made under this Agreement shall be subject to the deductions, adjustments and statutory compliances expressly provided herein and under Applicable Law.
The Parties acknowledge and agree that the food and related products offered through the Platform are generally prepared specifically for each Order and are perishable in nature. Accordingly, cancellation, refund and order modification requests shall be governed by this Agreement, the Platform's Refund Policy and Applicable Law.
Nothing contained in this Clause shall limit, exclude or waive any statutory rights available to a Customer under Applicable Law.
A Customer may cancel an Order at any time before the Provider accepts the Order through the Platform. Where payment has already been received, the Customer shall ordinarily be entitled to a full refund, subject to Applicable Law.
Once an Order has been accepted by the Provider, cancellation shall be subject to the Platform's Refund Policy, the stage of Order preparation and the operational feasibility of such cancellation.
Where the preparation of food has commenced, the food has been prepared, packed, handed over for delivery, made available for Take Away or prepared for Dine-In, the Customer may not be entitled to a refund except where otherwise required under Applicable Law or where the Platform, after considering the circumstances, determines that a refund or other appropriate remedy should be granted.
The Provider shall make commercially reasonable efforts to fulfil every accepted Order.
The Provider shall not cancel an accepted Order except for genuine operational, safety or legal reasons, including but not limited to:
Unavailability of ingredients;
Equipment or utility failure;
Safety or hygiene concerns;
Force Majeure events;
Regulatory restrictions; or
Any other reasonable circumstance beyond the Provider's control.
Where an accepted Order is cancelled by the Provider, the Customer shall ordinarily be entitled to an appropriate refund or such other remedy as may be determined by the Platform in accordance with Applicable Law.
Repeated, avoidable or unreasonable cancellations by the Provider may result in warnings, temporary suspension, financial adjustments, reduced visibility on the Platform or termination of this Agreement.
The Platform may cancel an Order where reasonably necessary, including but not limited to the following circumstances:
Suspected fraud or fraudulent transactions;
Failed or unsuccessful payment;
Duplicate or erroneous Orders;
Technical failures affecting Order processing;
Material breach of this Agreement;
Safety, security or public health concerns;
Compliance with Applicable Law or directions of a Government Authority; or
Force Majeure events.
Where payment has already been received, any eligible refund shall be processed in accordance with this Agreement, the Platform's Refund Policy and Applicable Law.
A Customer may request modification of an Order before it is accepted by the Provider.
After acceptance, any modification shall be subject to the Provider's operational capability, availability of ingredients and the stage of Order preparation.
The Platform does not guarantee that an accepted Order can be modified, particularly after preparation of the food has commenced.
Refund eligibility shall be determined after considering all relevant facts and circumstances, including:
Whether the Order was accepted by the Provider;
The stage of Order preparation or fulfilment;
Whether the food had been prepared, packed, dispatched, collected or served;
Whether the cancellation was initiated by the Customer, Provider or the Platform;
Whether the food delivered was defective, unsafe, contaminated, materially different from the Order, incomplete or otherwise not in conformity with Applicable Law;
Any verified complaint relating to food quality, safety or service; and
Any other relevant operational or legal considerations.
Approved refunds shall be processed within a reasonable period through the original payment method, the Customer's Platform wallet (where permitted by Applicable Law and accepted by the Customer) or any other lawful payment method adopted by the Platform.
The actual credit of the refund may depend upon the policies of the relevant bank, payment gateway, card issuer or other financial institution.
Where any payment is reversed, charged back or otherwise recovered by a payment service provider, bank or financial institution, the Platform may adjust such amount against future settlements payable to the Provider or recover such amount by any lawful means, where the Provider is responsible for the underlying transaction.
The Platform may investigate any cancellation, refund or compensation request that reasonably appears to be fraudulent, abusive, repetitive or made in bad faith.
Where fraud, abuse or misuse is established, the Platform may reject the request and take appropriate action, including suspension or termination of the relevant account, reporting to competent authorities or exercising any other rights available under this Agreement or Applicable Law.
The Provider shall promptly provide all documents, photographs, records, communications or other information reasonably requested by the Platform for investigating any cancellation request, refund claim, Customer complaint or Order-related dispute.
Failure to cooperate without reasonable cause may be treated as a breach of this Agreement.
Subject to Applicable Law, the Platform may determine the appropriate operational resolution of any cancellation, refund or Order-related dispute after considering:
The Customer's complaint;
The Provider's explanation;
Available documentary or electronic evidence;
Order records;
Communications between the Parties;
The Platform's operational policies; and
Any other relevant facts and circumstances.
Nothing contained in this Clause shall prevent the Platform from taking any action reasonably necessary to protect Customers, Providers, the Platform or third parties, to comply with Applicable Law or to prevent fraud, abuse, unlawful activity or misuse of the Platform.
The Platform and all intellectual property rights therein, including its name, trademarks, logos, trade names, domain names, website, mobile application, software, source code, object code, user interface, user experience, databases, designs, graphics, layouts, business processes, documentation, content, technology, know-how and all other proprietary materials, shall remain the exclusive property of the Platform or its licensors.
Nothing contained in this Agreement shall transfer any ownership rights in the Platform Intellectual Property to the Provider.
Subject to compliance with this Agreement, the Platform grants the Provider a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Platform solely for listing, marketing and supplying the Provider's food and related services through the Platform.
The Provider shall not use the Platform for any purpose other than those expressly permitted under this Agreement.
The Provider retains ownership of its trademarks, business name, menu, photographs, logos, product descriptions and other content uploaded to the Platform ("Provider Content").
The Provider grants the Platform a worldwide, non-exclusive, royalty-free, sublicensable (only where reasonably necessary for Platform operations), transferable (in connection with a merger, acquisition or business restructuring) licence to use, reproduce, host, store, display, publish, modify for formatting purposes only, distribute and communicate the Provider Content for the purpose of operating, promoting, improving and providing the Platform and its related services during the term of this Agreement.
The Provider represents and warrants that it owns or has obtained all necessary rights to upload and license such Provider Content.
The Provider acknowledges that Customers may submit reviews, ratings, comments, photographs or other feedback through the Platform.
Subject to Applicable Law, the Platform may display, moderate, remove, analyse and use such feedback for operating, improving and promoting the Platform.
The Provider shall not manipulate, purchase, fabricate or otherwise improperly influence customer reviews or ratings.
The Provider shall not, directly or indirectly:
Copy, reproduce or distribute any part of the Platform except as expressly permitted;
Reverse engineer, decompile or disassemble the Platform or attempt to discover its source code, except where such restriction is prohibited by Applicable Law;
Remove, alter or obscure any copyright, trademark or proprietary notices;
Use the Platform to develop or support a competing technology platform through unauthorised copying or extraction;
Use any automated tools, bots, scrapers or similar technologies to extract data from the Platform without the Platform's prior written consent; or
Infringe any intellectual property rights belonging to the Platform or any third party.
The Provider shall not use the Platform's name, logo, trademarks or branding in any advertisement, promotional material, social media content or public communication without the Platform's prior written approval, except to accurately identify itself as a registered Provider on the Platform in accordance with the Platform's brand guidelines.
The Provider shall promptly notify the Platform upon becoming aware of any actual or suspected infringement or unauthorised use of the Platform's intellectual property.
The Platform reserves the right to investigate and take appropriate legal or technical action to protect its intellectual property.
Any suggestions, recommendations, ideas, comments or feedback voluntarily provided by the Provider regarding the Platform may be used by the Platform without restriction or obligation to pay compensation, provided that such use does not disclose the Provider's Confidential Information.
The rights and obligations contained in this Clause relating to ownership, intellectual property protection, licence restrictions and enforcement shall survive the termination or expiry of this Agreement to the extent necessary to protect the respective rights of the Parties.
For the purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one Party to the other, whether in written, electronic, digital, oral or any other form, including but not limited to:
Business plans, strategies and commercial information;
Pricing models, commission structures and financial information;
Customer, Provider and transaction information;
Software, source code, APIs, databases and technical documentation;
Marketing strategies and business development plans;
Trade secrets, know-how and proprietary processes;
Personal data and sensitive information protected under Applicable Law; and
Any other information identified as confidential or which a reasonable person would consider confidential.
Confidential Information shall not include information which:
is or becomes publicly available without breach of this Agreement;
was lawfully known to the receiving Party before disclosure;
is lawfully received from an independent third party without confidentiality obligations; or
is independently developed without use of the disclosing Party's Confidential Information.
Each Party shall:
keep all Confidential Information strictly confidential;
use such Confidential Information solely for the purposes of performing this Agreement;
implement reasonable administrative, technical and organisational safeguards to protect such information;
restrict access to persons having a legitimate need to know such information; and
ensure that its employees, contractors, consultants and representatives who receive Confidential Information are bound by appropriate confidentiality obligations.
Neither Party shall disclose Confidential Information to any third party except as expressly permitted under this Agreement or required by Applicable Law.
The Provider acknowledges that Customer information made available through the Platform is provided solely for the purpose of fulfilling Orders and providing customer support.
The Provider shall:
use Customer information only for purposes directly connected with the relevant Order;
not copy, sell, rent, disclose, transfer or commercially exploit Customer information;
not contact Customers for unsolicited marketing or promotional purposes outside the Platform without lawful authority or the Customer's valid consent;
comply with all Applicable Laws relating to privacy and data protection.
As between the Platform and the Provider, the Platform may collect, use, retain and analyse transaction data, analytics, operational metrics, Platform-generated reports, algorithms, databases and system-generated information relating to the Platform, subject to Applicable Law and any rights that cannot lawfully be excluded.
Nothing in this Agreement grants the Provider any ownership rights over such Platform Data.
Each Party shall process, store, access and protect personal data only to the extent necessary for the performance of this Agreement and strictly in accordance with Applicable Law.
Each Party shall implement reasonable security measures to prevent unauthorised access, disclosure, alteration, misuse or destruction of personal data under its control.
If either Party becomes aware of any actual or suspected unauthorised access, disclosure, loss, misuse or compromise of Confidential Information or personal data relating to this Agreement, that Party shall notify the other Party without undue delay and shall cooperate in good faith to investigate, mitigate and address the incident, to the extent required by Applicable Law.
A Party may disclose Confidential Information where such disclosure is required by Applicable Law, a court of competent jurisdiction or a Government Authority.
Where legally permissible, the receiving Party shall provide prior notice to the disclosing Party to enable it to seek appropriate protective relief.
Upon termination or expiry of this Agreement, or upon written request of the disclosing Party, the receiving Party shall, to the extent reasonably practicable and subject to Applicable Law:
return or securely destroy Confidential Information in its possession or control; and
permanently delete electronic copies, except where retention is required by Applicable Law, regulatory obligations, internal backup systems or legitimate record-keeping requirements.
The obligations relating to confidentiality, privacy, data protection and restrictions on use of Confidential Information shall survive the termination or expiry of this Agreement for so long as the relevant information remains confidential or as otherwise required under Applicable Law.
The Provider represents and warrants that, on the Effective Date and throughout the Term of this Agreement, it:
is legally competent and duly authorised to enter into and perform this Agreement;
has obtained all licences, registrations, permits, approvals and authorisations required for carrying on its business under Applicable Law;
has full power and authority to provide the food and related services listed on the Platform;
has provided complete, accurate and truthful information during registration and shall promptly update any information that becomes inaccurate or outdated; and
shall continuously satisfy the eligibility requirements prescribed under this Agreement.
The Provider represents, warrants and undertakes that it shall conduct its business strictly in accordance with all Applicable Laws, including those relating to:
Food safety;
Public health;
Consumer protection;
Taxation;
Labour and employment (where applicable);
Environmental requirements;
Privacy and data protection; and
Any other law applicable to its business operations.
The Provider represents and warrants that all food supplied through the Platform shall:
be prepared lawfully and hygienically;
be safe and fit for human consumption;
comply with all applicable food safety standards;
correspond with the description displayed on the Platform; and
not knowingly contain prohibited, adulterated, contaminated or expired ingredients.
The Provider represents and warrants that all menu descriptions, prices, photographs, ingredients, dietary information, availability, business details and other information displayed on the Platform are accurate, complete and not misleading.
The Provider shall promptly correct any inaccurate or outdated information.
The Provider represents and warrants that it owns or has obtained all necessary rights, licences and permissions to use and upload all trademarks, trade names, logos, photographs, menu descriptions, promotional materials and other content made available through the Platform.
The Provider further represents that such content does not infringe the intellectual property or other legal rights of any third party.
The Provider shall not, directly or indirectly:
engage in fraudulent, deceptive or misleading business practices;
submit forged, false or misleading documents or information;
manipulate reviews, ratings or customer feedback;
engage in bribery, corruption or unlawful inducements;
use the Platform for any unlawful, prohibited or unauthorised purpose; or
knowingly engage in any activity that may damage the reputation, goodwill or lawful interests of the Platform.
The Provider shall immediately notify the Platform if:
any licence, registration or approval expires, is suspended or cancelled;
any Government Authority initiates material proceedings relating to the Provider's food business;
any information previously provided becomes materially inaccurate; or
any event occurs that may materially affect the Provider's ability to perform this Agreement.
The Platform represents that it has the legal authority to own and operate the Platform and to enter into this Agreement.
Except as expressly provided in this Agreement, the Platform does not represent or warrant that the Platform will operate without interruption, error or temporary unavailability.
Except to the extent expressly stated in this Agreement or required under Applicable Law, neither Party makes any representation or warranty, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement.
The representations, warranties and covenants contained in this Clause shall be deemed to be continuing obligations and shall remain true and accurate throughout the Term of this Agreement.
The Provider shall promptly take all reasonable steps necessary to maintain compliance with such obligations.
The Provider shall defend, indemnify and keep indemnified the Platform, its parent company, subsidiaries, affiliates, directors, officers, employees, agents, representatives, successors and permitted assigns (collectively, the "Indemnified Parties") from and against any and all claims, actions, proceedings, demands, liabilities, losses, damages, penalties, fines, costs, expenses and reasonable legal fees arising out of or in connection with:
any breach of this Agreement by the Provider;
any breach of Applicable Law by the Provider;
the preparation, quality, safety, hygiene, packaging, storage, sale or supply of food by the Provider;
food contamination, adulteration, food poisoning, allergic reactions or any other food-related incident attributable to the Provider;
any negligent act, omission, fraud, wilful misconduct or unlawful conduct of the Provider or its employees, representatives or agents;
any inaccuracy, misrepresentation or omission in the information, documents or declarations provided by the Provider;
any failure by the Provider to obtain or maintain licences, registrations, permits or statutory approvals required under Applicable Law;
any claim relating to employment, wages, statutory dues or labour obligations concerning the Provider's personnel;
any infringement or alleged infringement of any intellectual property or proprietary rights arising from the Provider Content or the Provider's business activities;
any tax, penalty, interest or statutory liability arising from the Provider's failure to comply with its legal obligations; or
any claim brought by a Customer, Government Authority or third party arising from the Provider's acts or omissions.
The Platform shall defend, indemnify and keep indemnified the Provider against any direct losses finally awarded by a court of competent jurisdiction arising solely from:
the Platform's material breach of this Agreement;
the Platform's gross negligence or wilful misconduct; or
the infringement by the Platform's proprietary technology of a third party's intellectual property rights,
except to the extent that such loss results from the Provider's own acts, omissions or breach of this Agreement.
The indemnifying Party shall not be liable under this Clause to the extent that the relevant claim arises directly from:
the negligence, wilful misconduct or unlawful act of the indemnified Party;
any unauthorised modification or misuse of products, services or content by the indemnified Party; or
any circumstance for which the indemnified Party is solely responsible under this Agreement or Applicable Law.
A Party seeking indemnification shall:
promptly notify the indemnifying Party upon becoming aware of the relevant claim, provided that any delay in notification shall not relieve the indemnifying Party of its obligations except to the extent materially prejudiced by such delay;
provide reasonable information and assistance for the defence of the claim; and
permit the indemnifying Party to participate in or assume the defence and settlement of the claim, subject to this Agreement.
The indemnifying Party shall not settle any claim that admits liability on behalf of the indemnified Party or imposes any obligation upon the indemnified Party without its prior written consent, such consent not to be unreasonably withheld or delayed.
Each Party shall use commercially reasonable efforts to mitigate any loss or damage for which indemnification may be claimed under this Agreement.
The rights and obligations contained in this Clause shall survive the expiry or termination of this Agreement and shall continue for any claim arising out of events occurring during the Term, subject to the applicable limitation period prescribed under Applicable Law.
To the maximum extent permitted under Applicable Law, neither Party shall be liable to the other for any indirect, incidental, special, exemplary, punitive or consequential damages, including loss of profits, loss of business opportunities, loss of goodwill, loss of anticipated savings, loss of reputation or loss of data, arising out of or in connection with this Agreement, whether based in contract, tort (including negligence), statute or otherwise.
The Provider acknowledges and agrees that the Platform operates solely as a technology marketplace facilitating interactions between Customers and Providers.
Except to the extent expressly provided in this Agreement or required under Applicable Law, the Platform shall not be liable for:
the preparation, quality, safety, hygiene, packaging, storage or supply of food by the Provider;
any act or omission of the Provider or its employees, agents or representatives;
any dispute arising between the Provider and a Customer relating to the food or services supplied by the Provider;
delays, failures or interruptions attributable to the Provider or third-party service providers; or
any business losses suffered by the Provider arising from Customer preferences, market conditions or operational decisions.
The Platform does not guarantee:
any minimum number of Orders;
any minimum revenue, profit or business opportunity;
uninterrupted or error-free operation of the Platform;
continuous availability of any feature or functionality; or
any specific ranking, visibility or promotional placement on the Platform.
The Platform shall not be responsible for the acts, omissions, failures or performance of any third-party service provider, including payment gateways, banks, internet service providers, cloud service providers, telecommunications providers or logistics partners, except where liability is imposed upon the Platform under Applicable Law.
Except as otherwise required under Applicable Law or expressly provided in this Agreement, the aggregate liability of the Platform arising out of or in connection with this Agreement shall not exceed the total Commission actually received by the Platform from the Provider during the twelve (12) months immediately preceding the event giving rise to the claim.
Where the Agreement has remained in force for less than twelve (12) months, the liability cap shall be the total Commission actually received by the Platform from the Provider during the period from the Effective Date until the occurrence of the relevant event.
The limitations and exclusions contained in this Clause shall not apply to:
fraud or fraudulent misrepresentation;
wilful misconduct;
liability that cannot be excluded or limited under Applicable Law;
obligations expressly assumed under the Indemnification Clause, to the extent applicable; or
deliberate infringement of intellectual property rights.
Each Party shall take commercially reasonable steps to mitigate any loss or damage arising out of or in connection with this Agreement.
Failure to take reasonable mitigation measures may be considered while determining the extent of recoverable damages, to the extent permitted under Applicable Law.
Except where otherwise required under Applicable Law, the rights and remedies expressly provided under this Agreement shall constitute the primary contractual remedies available between the Parties in relation to matters governed by this Agreement.
Nothing in this Clause shall restrict any statutory rights that cannot lawfully be excluded or limited.
The provisions of this Clause shall survive the expiry or termination of this Agreement to the extent necessary to give effect to their purpose and to resolve any claims arising from events occurring during the Term.
The Platform may, with or without prior notice where reasonably necessary, temporarily suspend, restrict or limit the Provider's access to the Platform, in whole or in part, if the Platform reasonably believes that:
the Provider has breached this Agreement or any Platform Policy;
the Provider has violated Applicable Law;
the Provider has failed to maintain any licence, registration or statutory approval required under Applicable Law;
the Provider has supplied unsafe, contaminated, adulterated, expired or otherwise unfit food;
the Provider has engaged in fraud, deceptive practices, wilful misconduct or unlawful activity;
the Provider has submitted false, misleading or forged information or documents;
the Provider has received repeated and substantiated customer complaints relating to food quality, hygiene or service;
the Provider has repeatedly failed to fulfil accepted Orders without reasonable justification;
the Provider has manipulated reviews, ratings or transactions;
the continued operation of the Provider's account may pose a risk to Customers, the Platform, other Providers or third parties; or
suspension or restriction is otherwise required to comply with Applicable Law, a court order or the directions of a Government Authority.
Where reasonably practicable, the Platform shall notify the Provider of the reasons for such suspension or restriction.
Except where immediate action is reasonably necessary to protect Customers, comply with Applicable Law or prevent fraud, security risks or public health concerns, the Platform may provide the Provider with a reasonable opportunity to explain the alleged breach or take corrective action within the period specified by the Platform.
Failure to remedy the breach within such period may result in further action, including termination of this Agreement.
The Provider may terminate this Agreement at any time by providing prior written notice to the Platform through the prescribed process.
Termination shall not affect any rights, obligations or liabilities that accrued before the effective date of termination.
The Platform may terminate this Agreement with immediate effect by written notice if:
the Provider commits a material breach of this Agreement which is incapable of remedy;
the Provider fails to remedy a remediable material breach within the time specified by the Platform;
the Provider repeatedly breaches this Agreement;
the Provider engages in fraudulent, illegal or dishonest conduct;
any licence, registration or statutory approval necessary for the Provider's business is suspended, cancelled or expires without timely renewal;
the Provider becomes insolvent, is subject to liquidation, bankruptcy or similar proceedings, to the extent permitted under Applicable Law;
continued association with the Provider may reasonably harm the reputation, integrity, security or lawful interests of the Platform; or
termination is otherwise necessary to comply with Applicable Law or the lawful directions of a Government Authority.
During the period of suspension or restriction, the Platform may:
disable the Provider's account or access credentials;
temporarily remove or hide the Provider's listings;
suspend acceptance of new Orders;
withhold settlements to the extent reasonably necessary and permitted under Applicable Law;
require submission of additional documents or corrective evidence; and
impose such reasonable operational restrictions as may be necessary to protect the Platform or its users.
Upon termination of this Agreement:
the Provider's right to access and use the Platform shall immediately cease;
all licences granted to the Provider under this Agreement shall automatically terminate;
the Platform may remove or disable the Provider's listings and account;
outstanding settlements shall be processed after lawful deductions, adjustments, pending disputes and statutory compliances, in accordance with this Agreement and Applicable Law;
the Provider shall immediately cease using the Platform's name, trademarks, logos and other intellectual property; and
each Party shall comply with any surviving obligations under this Agreement.
Termination or expiry of this Agreement shall not affect any provision which by its nature is intended to survive, including provisions relating to:
payment obligations;
taxes;
confidentiality;
intellectual property;
indemnification;
limitation of liability;
dispute resolution;
governing law; and
any accrued rights, liabilities or remedies.
Suspension, restriction or termination of this Agreement shall be without prejudice to any other rights or remedies available to either Party under this Agreement or Applicable Law.
The Platform's decision not to immediately exercise any right or remedy shall not constitute a waiver of such right or remedy.
A Provider whose account has been suspended or terminated shall not create or operate another Provider account without the prior written approval of the Platform.
The Platform may refuse any subsequent registration where it reasonably believes that the new registration is intended to circumvent this Agreement or any action previously taken under it.
For the purposes of this Agreement, a "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected Party, which could not reasonably have been prevented, avoided or overcome by the exercise of reasonable diligence, including but not limited to:
natural disasters such as earthquakes, floods, cyclones, storms, lightning or other acts of nature;
fire, explosion or accidental destruction;
epidemic, pandemic, public health emergency or quarantine restrictions;
war, invasion, armed conflict, terrorism, civil unrest, riots or acts of public enemies;
strikes, lockouts or labour disturbances not limited to the affected Party's own workforce;
acts or omissions of Government Authorities, changes in Applicable Law, embargoes, sanctions or regulatory restrictions;
widespread failure or disruption of electricity, telecommunications, internet infrastructure, cloud services or other essential public utilities;
cyberattacks, ransomware attacks or other large-scale cybersecurity incidents affecting critical infrastructure; or
any other event of a similar nature beyond the reasonable control of the affected Party.
A Party whose performance of this Agreement is prevented, delayed or materially affected by a Force Majeure Event shall not be liable for such failure or delay to the extent directly caused by the Force Majeure Event.
The affected obligations shall remain suspended only for the duration of the Force Majeure Event and only to the extent reasonably affected.
Payment obligations that became due before the occurrence of the Force Majeure Event shall not be excused solely by reason of such event, unless otherwise required by Applicable Law.
The affected Party shall notify the other Party as soon as reasonably practicable after becoming aware of the Force Majeure Event, describing:
the nature of the event;
its expected impact on performance;
the obligations affected; and
the steps being taken to mitigate its effects.
Failure to provide prompt notice shall not automatically deprive the affected Party of relief unless the delay materially prejudices the other Party.
The affected Party shall use commercially reasonable efforts to minimise the impact of the Force Majeure Event and resume normal performance as soon as reasonably practicable.
Both Parties shall cooperate in good faith to reduce disruption to Customers and ongoing business operations.
If a Force Majeure Event continues for more than sixty (60) consecutive days, and substantially prevents the performance of this Agreement, either Party may terminate this Agreement by giving written notice to the other Party without incurring liability for such termination.
Such termination shall not affect any rights, obligations or liabilities accrued prior to the effective date of termination.
A Force Majeure Event shall not excuse any breach of this Agreement that occurred before the commencement of the Force Majeure Event.
Nothing in this Clause shall affect obligations relating to:
confidentiality;
intellectual property;
accrued payment obligations;
indemnification;
limitation of liability; or
any other provision which, by its nature, is intended to survive termination,
to the extent such obligations are capable of being performed notwithstanding the Force Majeure Event.
Nothing contained in this Clause shall prevent either Party from exercising any right or remedy expressly available under this Agreement or Applicable Law to the extent such right or remedy is not rendered impossible by the Force Majeure Event.
The Parties shall use good faith efforts to resolve any dispute, controversy, claim or disagreement arising out of or in connection with this Agreement through mutual discussions and negotiations.
A Party intending to raise a dispute shall notify the other Party in writing, setting out reasonable details of the dispute and the relief sought.
The Parties shall endeavour to resolve the dispute amicably within thirty (30) days from the date of receipt of such notice, or within such longer period as they may mutually agree in writing.
If the dispute is not resolved through amicable discussions within the period specified above, the dispute shall be finally resolved by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996, together with any statutory amendments or re-enactments thereof.
The arbitration shall be conducted by a sole arbitrator mutually appointed by the Parties.
If the Parties fail to agree upon the appointment of the sole arbitrator within thirty (30) days, the arbitrator shall be appointed in accordance with the Arbitration and Conciliation Act, 1996.
The seat and legal place of arbitration shall be Solapur, Maharashtra, India.
Unless otherwise mutually agreed by the Parties, the arbitration proceedings shall be conducted in Solapur, Maharashtra, India.
The arbitral tribunal may, where appropriate and as permitted under Applicable Law, conduct hearings through video conferencing or any other lawful electronic means.
The arbitration proceedings, submissions, evidence and arbitral award shall be conducted and prepared in the English language, unless the Parties mutually agree otherwise.
This Agreement shall be governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict of laws principles.
Subject to the arbitration provisions contained in this Agreement, the courts having territorial jurisdiction over Solapur, Maharashtra, India shall have exclusive jurisdiction in respect of:
applications relating to the appointment of arbitrators;
interim measures;
challenges to arbitral awards;
enforcement of arbitral awards; and
any other matter which, under Applicable Law, cannot be determined exclusively through arbitration.
Nothing contained in this Agreement shall prevent either Party from approaching a court of competent jurisdiction for interim, urgent or conservatory relief, including injunctions, preservation of evidence or protection of confidential information, before, during or after the commencement of arbitration, to the extent permitted under Applicable Law.
Unless the Agreement has been lawfully terminated or performance has become impossible under Applicable Law, the Parties shall continue to perform their respective obligations during the pendency of any dispute, except to the extent such obligations are themselves the subject matter of the dispute.
The arbitral tribunal shall determine the allocation of arbitration costs, legal fees and other expenses in accordance with the Arbitration and Conciliation Act, 1996 and the circumstances of the dispute.
The Parties shall maintain the confidentiality of all arbitration proceedings, pleadings, documents, evidence, hearings, settlement discussions and arbitral awards, except to the extent disclosure is required:
under Applicable Law;
for enforcement of legal rights;
for compliance with a court order or Government Authority; or
for the enforcement or challenge of an arbitral award.
The provisions of this Clause shall survive the expiry or termination of this Agreement and shall continue to apply to any dispute arising out of or relating to this Agreement.
Any notice, demand, request, approval, consent, communication or other document required or permitted under this Agreement ("Notice") shall be made in writing and may be delivered by:
registered post or speed post;
recognised courier service;
electronic mail (e-mail);
notifications through the Platform dashboard or Provider account; or
any other electronic communication method approved by the Platform from time to time.
A Notice shall be sent to the address, e-mail address or other contact details last notified by the receiving Party.
Each Party shall promptly notify the other Party of any change in its contact details.
Until such notification is received, Notices sent to the last notified contact details shall be deemed validly delivered.
Unless proven otherwise, a Notice shall be deemed to have been received:
on the date of delivery, if delivered by hand;
on the date recorded by the courier or postal service as delivered;
at the time an electronic mail is transmitted, unless the sender receives a delivery failure notification; or
at the time a notification is made available through the Platform or Provider Dashboard.
The Provider expressly agrees that the Platform may deliver operational communications, legal notices, policy updates, invoices, settlement statements, account-related information and other communications electronically.
Electronic communications shall have the same legal effect as communications delivered in physical form, to the extent permitted under Applicable Law.
All Notices and official communications under this Agreement shall be made in the English language unless otherwise mutually agreed in writing by the Parties.
This Agreement, together with the Privacy Policy, Platform Policies, Refund Policy and any other documents expressly incorporated by reference, constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior discussions, negotiations, understandings and agreements relating thereto.
The Schedules and Annexures attached to this Agreement form an integral part of it and have the same force and effect as if set out in the body of this Agreement. In the event of an inconsistency, this Agreement shall prevail unless a Schedule or Annexure expressly states otherwise.
The Platform may amend this Agreement from time to time to reflect changes in Applicable Law, regulatory requirements, business operations, technology or Platform services, after giving reasonable prior notice to the Provider unless a shorter notice period is reasonably necessary for legal, security or fraud-prevention reasons.
Material amendments shall be communicated to the Provider through the Platform, electronic mail or any other reasonable electronic means.
Continued use of the Platform after the effective date of such amendment shall constitute acceptance of the revised Agreement, unless Applicable Law requires express consent.
The Provider shall not assign, transfer, delegate or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the Platform.
The Platform may assign or transfer this Agreement, in whole or in part, to any affiliate, successor, purchaser, transferee or entity resulting from any merger, acquisition, restructuring or business reorganisation, upon providing notice to the Provider where required under Applicable Law.
No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall constitute a waiver of that right, power or remedy.
Any waiver shall be effective only if made expressly in writing.
If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court or arbitral tribunal of competent jurisdiction, such provision shall be modified or severed only to the extent necessary, and the remaining provisions shall continue in full force and effect.
Nothing contained in this Agreement shall be construed as creating any partnership, joint venture, agency, employment or fiduciary relationship between the Parties except as expressly provided herein.
Except where expressly provided under Applicable Law, this Agreement is intended solely for the benefit of the Parties and does not confer any rights upon any third party.
This Agreement may be executed or accepted electronically, including by clicking an "I Agree", "Accept", "Continue", "Register", "Submit" or similar button, by electronic signature or by any other legally recognised electronic means.
Such electronic acceptance shall constitute a valid, binding and enforceable agreement between the Parties to the fullest extent permitted under Applicable Law. The Platform may retain electronic records of acceptance, including the date and time of acceptance, Agreement version, Provider Account details and technical logs, to the extent permitted by Applicable Law.
Each Party shall execute such additional documents and take such further actions as may be reasonably necessary to give full effect to this Agreement.
Any provision which, by its nature or express wording, is intended to survive the expiry or termination of this Agreement shall continue in full force and effect, including provisions relating to:
Confidentiality;
Intellectual Property;
Taxes;
Payment Obligations;
Indemnification;
Limitation of Liability;
Dispute Resolution;
Governing Law; and
Accrued Rights and Remedies.
The headings used in this Agreement are for convenience only and shall not affect the interpretation of any provision.
Words importing the singular include the plural and vice versa, and words importing one gender include all genders, unless the context otherwise requires.
References to "including" or similar expressions shall be construed as "including without limitation."
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all counterparts together shall constitute one and the same Agreement.
The Platform may operate a voluntary community welfare programme known as the "Feed the Hungry Initiative" (or by such other name as the Platform may designate from time to time) with the objective of facilitating the distribution of free meals to economically disadvantaged persons through eligible Providers.
The Initiative is intended to promote community welfare, encourage responsible social participation and strengthen collaboration between the Platform, Providers and Customers.
Participation in the Initiative by the Provider shall be voluntary unless otherwise agreed in writing.
The Platform may invite Customers to make voluntary monetary contributions towards the Feed the Hungry Initiative through the Platform.
Such contributions shall be collected, administered and utilised solely by the Platform in accordance with the objectives of the Initiative, the applicable programme guidelines and Applicable Law.
The Provider shall have no ownership, control or entitlement over Customer contributions except to the extent expressly provided under this Agreement or the applicable programme guidelines.
The Platform shall have the sole and absolute discretion to administer the Initiative, including determining:
the operational threshold for conducting community meal events;
the timing of meal distribution programmes;
the geographical areas where programmes shall be conducted;
the number of meals to be distributed;
the participating Providers;
the budget allocated for each programme; and
the operational guidelines applicable to each event.
Nothing contained in this Agreement shall obligate the Platform to conduct any minimum number of community meal programmes.
The Platform may select one or more Providers for participation in the Initiative after considering factors including:
customer ratings;
customer reviews;
food quality;
food safety compliance;
order fulfilment performance;
operational capability;
service consistency;
geographical location;
customer satisfaction; and
any other objective criteria considered relevant by the Platform.
Selection under one programme shall not create any expectation or entitlement to participation in future programmes.
The Platform's decision regarding selection shall be final and binding.
A selected Provider shall prepare, package and distribute meals in accordance with:
the instructions issued by the Platform;
the approved menu for the programme;
applicable food safety standards;
FSSAI requirements;
reasonable hygiene practices;
quality standards communicated by the Platform; and
Applicable Law.
The Provider shall ensure that all meals supplied under the Initiative maintain the same standard of quality, hygiene and safety expected for regular customer Orders.
For each approved community meal programme, the Platform may pay the participating Provider an amount determined in accordance with the applicable programme guidelines.
Such payment shall constitute consideration for the Provider's food preparation, packaging and related services and shall not be construed as:
a charitable donation to the Provider;
financial assistance;
a grant;
an employment benefit; or
a guaranteed source of recurring income.
The amount payable, if any, shall be communicated by the Platform before the commencement of the relevant programme.
The Provider agrees that the Platform may require the reasonable display of ZEBENTO branding, banners, promotional materials or other identification during community meal programmes.
The Provider shall:
use only branding materials approved by the Platform;
not modify or misuse the Platform's intellectual property;
not display misleading or unauthorised promotional material; and
reasonably cooperate with the Platform in promotional activities relating to the Initiative.
The Platform may photograph, record or otherwise document programme activities for promotional, educational, reporting or awareness purposes, subject to Applicable Law.
A participating Provider shall:
comply with all programme instructions;
prepare meals of appropriate quality;
maintain proper hygiene and sanitation;
treat beneficiaries with dignity and respect;
comply with Applicable Law;
cooperate with Platform representatives;
maintain accurate records where requested by the Platform; and
immediately report any operational issue affecting programme implementation.
The Provider shall not misuse food, funds, branding materials or programme resources allocated for the Initiative.
Without affecting this Agreement, the Platform may suspend or remove a Provider from the Feed the Hungry Initiative where the Provider:
fails to comply with programme guidelines;
receives repeated genuine complaints regarding programme quality;
compromises food safety;
misuses programme funds or materials;
damages the reputation of the Initiative;
provides false information;
breaches this Agreement; or
otherwise acts in a manner inconsistent with the objectives of the Initiative.
Removal from the Initiative shall not automatically terminate this Agreement unless otherwise determined by the Platform in accordance with the termination provisions of this Agreement.
Participation in the Feed the Hungry Initiative shall not create:
an employment relationship;
a partnership;
a joint venture;
an agency relationship;
a charitable trustee relationship; or
any other legal relationship beyond that established under this Agreement.
The Platform does not guarantee:
participation in any programme;
any minimum payment;
any minimum number of events;
any minimum quantity of meals;
any minimum income; or
continuation of the Initiative.
The Platform may modify, suspend or discontinue the Initiative at any time without incurring liability, subject to Applicable Law.
To maintain transparency and programme integrity, the Platform may:
monitor programme implementation;
verify meal preparation and distribution;
conduct reasonable inspections;
request supporting records;
collect photographs or videos of programme activities;
publish aggregated information regarding completed community meal programmes; and
implement such additional monitoring measures as may be reasonably necessary.
The Provider shall reasonably cooperate with such monitoring activities.
The Feed the Hungry Initiative is a voluntary social impact programme operated at the sole discretion of the Platform.
The Platform reserves the right to:
amend programme guidelines;
modify eligibility criteria;
revise operational procedures;
change programme branding;
introduce new participation requirements;
suspend individual programmes; or
permanently discontinue the Initiative,
provided that such actions are undertaken in accordance with Applicable Law and do not affect payments already lawfully earned by a Provider for completed programme activities.
This Schedule A ("Commission Structure") forms an integral and inseparable part of the Provider Agreement ("Agreement") entered into between the Platform and the Provider.
This Schedule shall be read together with the Agreement and shall not be interpreted independently. In the event of any inconsistency between this Schedule and the Agreement, the provisions of the Agreement shall prevail unless expressly stated otherwise.
This Schedule sets out the commercial framework governing the Platform Commission, applicable deductions, financial adjustments and related payment terms between the Platform and the Provider.
The Provider acknowledges that the Platform operates solely as a technology marketplace facilitating interactions between Customers and independent Providers.
In consideration of the marketplace services provided by the Platform, the Provider shall pay the Platform a Commission on each successfully completed Order.
The applicable Commission percentage or amount shall be communicated to the Provider through the Provider Dashboard, onboarding documents, commercial communication or any other method determined by the Platform.
The Platform may revise the applicable Commission from time to time based upon:
business requirements;
promotional programmes;
category-wise pricing;
city or regional operations;
Provider performance;
operational costs;
regulatory requirements; or
any other legitimate commercial consideration.
The Platform shall provide reasonable prior notice of any material revision before such revision becomes effective.
Continued use of the Platform after the effective date shall constitute acceptance of the revised Commission unless Applicable Law requires express consent.
The Platform may introduce promotional campaigns, marketing programmes, referral programmes, subscription benefits or temporary commercial incentives.
Participation in such programmes may be voluntary or mandatory where clearly communicated and permitted under Applicable Law.
The applicable commercial terms shall be separately communicated.
The applicable Commission shall be exclusive of taxes unless expressly stated otherwise.
Applicable GST or any other tax payable on the Platform's services shall be charged separately wherever required under Applicable Law.
The Provider shall remain responsible for taxes relating to its own business activities in accordance with the Agreement.
The Platform may adjust settlements for:
approved Customer refunds;
chargebacks;
payment gateway reversals;
duplicate payments;
pricing errors;
reconciliation adjustments;
incentives;
promotional funding;
statutory deductions;
recovery of amounts lawfully due under the Agreement; or
any other adjustment permitted under Applicable Law.
The Platform shall maintain reasonable records supporting such adjustments.
Commission shall ordinarily be deducted before settlement of the Provider's earnings unless otherwise agreed in writing.
The Platform shall provide settlement details through the Provider Dashboard or other electronic means.
Nothing contained in this Schedule shall guarantee:
any minimum income;
minimum Orders;
minimum revenue;
business volume;
profitability; or
Customer demand.
The Provider acknowledges that earnings depend upon various commercial factors beyond the Platform's control.
Nothing contained in this Schedule restricts the Parties from mutually agreeing to different commercial terms through a separate written commercial arrangement.
Unless expressly agreed otherwise in writing, this Schedule shall continue to apply.
The Platform may amend this Schedule from time to time in accordance with the amendment provisions contained in the Agreement.
Any revised version shall become effective on the date specified by the Platform.
This Schedule shall be interpreted together with Clause 9 (Payment Settlement, Commission & Financial Adjustments) and all other relevant provisions of the Agreement.
This Schedule shall become effective simultaneously with the Provider Agreement and shall remain in force until amended or replaced in accordance with the Agreement.
This Schedule B ("Provider Registration, KYC & Required Documents") forms an integral and inseparable part of the Provider Agreement ("Agreement") entered into between the Platform and the Provider.
This Schedule shall be read together with the Agreement and shall not be interpreted independently. In the event of any inconsistency between this Schedule and the Agreement, the provisions of the Agreement shall prevail unless expressly stated otherwise.
This Schedule sets out the registration, Know Your Customer ("KYC"), identity verification, business verification and supporting documentation requirements applicable to all Providers seeking to register or continue offering food products and related services through the Platform.
Submission of the documents specified herein shall not, by itself, guarantee approval or continued access to the Platform.
Every Provider shall:
provide true, complete and accurate information;
maintain updated registration details at all times;
promptly notify the Platform of any material changes;
submit all documents requested by the Platform;
cooperate during verification and re-verification processes; and
comply with Applicable Law and Platform Policies.
Where the Provider operates as an individual or sole proprietor, the Platform may require one or more of the following documents, as applicable:
Aadhaar Card
Passport
Driving Licence
Voter ID Card
PAN Card of the individual or proprietor.
Aadhaar Card
Utility Bill
Bank Statement
Passport
Driving Licence
Any other Government-issued address proof accepted by the Platform.
Bank Account in the Provider's name.
Cancelled Cheque or Bank Verification Document.
IFSC and Account Number.
Recent passport-size photograph or profile photograph.
FSSAI Registration or Licence.
Local municipal permissions, if applicable.
Any other licence required under Applicable Law.
Where the Provider operates through a registered business entity, the Platform may require:
Certificate of Incorporation or Registration Certificate.
Partnership Deed or LLP Agreement, where applicable.
PAN of the business entity.
GST Registration, where applicable.
FSSAI Registration or Licence.
Shop & Establishment Registration, where applicable.
Trade Licence, where applicable.
Bank Account in the business name.
Cancelled Cheque or Bank Verification Document.
Authorisation Letter or Board Resolution authorising the account operator, where applicable.
Identity and address proof of the authorised signatory.
Any additional statutory document required under Applicable Law.
The Provider shall furnish GST registration details wherever registration is mandatory under Applicable Law.
Providers not liable for GST registration shall provide such declaration or supporting information as may reasonably be required by the Platform.
Where applicable, the Provider shall maintain a valid FSSAI Registration or Licence throughout the term of the Agreement.
The Provider shall immediately inform the Platform of:
suspension;
cancellation;
expiry;
modification; or
any regulatory action affecting such registration or licence.
All settlements shall ordinarily be made only to the verified bank account registered with the Platform.
The Platform may require additional verification before processing settlements.
The Platform may verify or re-verify any information or document submitted by the Provider through:
Government databases;
third-party verification agencies;
financial institutions;
regulatory authorities; or
any other lawful verification mechanism.
The Provider shall reasonably cooperate with such verification.
The Platform may require additional documents or information whenever reasonably necessary for:
regulatory compliance;
fraud prevention;
risk management;
payment processing;
customer safety;
food safety;
identity verification; or
business verification.
The Provider shall ensure that all documents remain valid throughout the term of the Agreement.
Expired, suspended or invalid documents shall be renewed or replaced without undue delay.
Failure to maintain valid documentation may result in suspension, restriction or termination of the Provider Account in accordance with the Agreement.
Submission of forged, misleading, inaccurate, manipulated or fraudulent documents or information shall constitute a material breach of the Agreement and may result in:
rejection of registration;
suspension of the Provider Account;
permanent termination;
withholding of settlements where permitted by Applicable Law;
reporting to competent authorities, where required; and
initiation of appropriate legal proceedings.
The Platform may retain registration records and KYC documents for such period as may be required under Applicable Law, regulatory requirements, audit obligations, fraud prevention measures or internal compliance policies.
The Platform may amend or update this Schedule from time to time in accordance with the amendment provisions contained in the Agreement.
This Schedule shall become effective simultaneously with the Provider Agreement and shall remain in force until amended or replaced in accordance with the Agreement.
This Schedule C ("Food Safety, Hygiene & Kitchen Standards") forms an integral and inseparable part of the Provider Agreement ("Agreement") entered into between the Platform and the Provider.
This Schedule shall be read together with the Agreement and shall not be interpreted independently. In the event of any inconsistency between this Schedule and the Agreement, the provisions of the Agreement shall prevail unless expressly stated otherwise.
This Schedule establishes the minimum food safety, hygiene, sanitation, preparation, storage, packaging and operational standards that every Provider shall comply with while offering food products through the Platform.
Compliance with this Schedule shall not limit any additional obligations imposed under Applicable Law or by the Food Safety and Standards Authority of India ("FSSAI").
The Provider shall:
prepare food in a clean and hygienic environment;
use safe and potable water;
maintain proper sanitation at all times;
prevent contamination of food;
comply with all applicable food safety laws and regulations;
maintain safe food handling practices; and
cooperate with the Platform in maintaining customer safety.
Every individual involved in food preparation shall:
maintain a high standard of personal cleanliness;
wash hands before food preparation and after handling waste, raw food or contaminants;
wear clean clothing appropriate for food preparation;
keep fingernails clean and trimmed;
avoid preparing food while suffering from any contagious illness or infection;
avoid smoking, chewing tobacco, consuming alcohol or using prohibited substances during food preparation; and
follow good hygiene practices at all times.
Where reasonably required by the nature of operations, appropriate protective gear such as hair restraints, aprons, gloves or face coverings shall be used.
The Provider shall ensure that:
food preparation areas remain clean and sanitised;
cooking utensils are properly cleaned before and after use;
cutting boards and preparation surfaces are regularly sanitised;
waste is disposed of hygienically;
pests and insects are effectively controlled; and
adequate ventilation and lighting are maintained.
The Provider shall:
procure ingredients from lawful and reliable sources;
use fresh ingredients suitable for human consumption;
verify expiry dates where applicable;
avoid the use of spoiled, adulterated or contaminated ingredients;
properly store perishable ingredients; and
maintain reasonable stock rotation practices.
The Provider shall:
prepare food using safe cooking practices;
avoid cross-contamination between raw and cooked food;
prepare vegetarian and non-vegetarian food separately wherever reasonably necessary;
avoid the use of prohibited or unsafe substances;
ensure food is cooked to an appropriate level for safe consumption; and
prepare food substantially in accordance with the menu description presented to Customers.
Unless the nature of a particular food product reasonably requires otherwise:
food shall be freshly prepared for the relevant Order;
stale, expired or previously spoiled food shall not be supplied;
food shall not be re-served after having been rejected by another Customer;
food shall remain fit for consumption at the time of handover.
The Provider shall:
store food under appropriate conditions;
segregate raw and cooked food wherever reasonably necessary;
protect food from contamination;
store refrigerated or frozen products at suitable temperatures where required;
regularly inspect stored food for spoilage; and
discard food no longer fit for consumption.
The Provider shall ensure that:
packaging is clean, secure and suitable for transportation;
packaging adequately protects food from leakage, contamination and damage;
containers are properly sealed where appropriate;
beverages are packed to minimise spillage;
food labels, where required by Applicable Law, are accurate; and
environmentally responsible packaging practices are encouraged wherever reasonably practicable.
The Provider shall make reasonable efforts to ensure that menu descriptions accurately reflect the food offered.
Where reasonably known, significant allergens or special dietary information shall be disclosed to Customers.
The Platform does not independently verify such information and the Provider remains solely responsible for its accuracy.
The Provider shall:
cooperate with investigations into Customer complaints;
provide information reasonably requested by the Platform;
preserve relevant records where reasonably required;
implement corrective actions where necessary; and
take reasonable steps to prevent recurrence of similar issues.
The Platform may, where reasonably necessary:
request documentary evidence of compliance;
conduct virtual or physical inspections where permitted by Applicable Law;
require corrective measures;
suspend listings pending investigation of serious safety concerns; or
require additional compliance documentation.
Where the Provider becomes aware that any food product may present a health or safety risk, the Provider shall:
immediately cease supplying the affected product;
promptly notify the Platform;
cooperate in any recall, investigation or corrective action;
comply with lawful directions issued by competent authorities; and
take all reasonable steps to minimise potential harm to Customers.
The Provider shall continuously comply with:
the Food Safety and Standards Act, 2006;
regulations, guidelines and directions issued by FSSAI;
local health and municipal requirements; and
all other Applicable Laws relating to food safety and public health.
Failure to comply with this Schedule or the applicable food safety requirements may result in one or more of the following actions by the Platform, depending on the nature and severity of the non-compliance:
issuance of warnings;
temporary suspension of menu items or Provider Account;
mandatory corrective measures;
removal of listings;
withholding of settlements where permitted under the Agreement and Applicable Law;
termination of the Agreement; and
reporting to competent authorities where required under Applicable Law.
The Platform may amend or update this Schedule from time to time in accordance with the amendment provisions contained in the Agreement.
This Schedule shall become effective simultaneously with the Provider Agreement and shall remain in force until amended or replaced in accordance with the Agreement.
This Schedule D ("Settlement & Payment Policy") forms an integral and inseparable part of the Provider Agreement ("Agreement") entered into between the Platform and the Provider.
This Schedule shall be read together with the Agreement and shall not be interpreted independently. In the event of any inconsistency between this Schedule and the Agreement, the provisions of the Agreement shall prevail unless expressly stated otherwise.
This Schedule sets out the operational framework governing payment collection, settlement of Provider earnings, applicable deductions, reconciliation procedures and financial adjustments between the Platform and the Provider.
Where the Platform is authorised to collect payments from Customers on behalf of the Provider, such collection shall not be construed as transferring ownership of the food products or altering the Provider's status as the independent seller.
The Platform shall facilitate payment collection solely as a marketplace intermediary.
Unless otherwise agreed in writing or communicated through the Provider Dashboard, settlements shall be processed in accordance with the settlement cycle notified by the Platform from time to time.
The Platform may revise the settlement cycle upon reasonable prior notice where operational, regulatory or commercial requirements so require.
Settlements shall ordinarily be made through electronic transfer to the verified bank account registered by the Provider.
The Provider shall ensure that its bank account details remain accurate and updated at all times.
The Platform shall not be responsible for delays or failures resulting from incorrect, incomplete or outdated banking information provided by the Provider.
The Platform may provide electronic settlement statements through the Provider Dashboard, electronic mail or any other approved electronic communication channel.
Such statements may include:
Order-wise earnings;
Platform Commission;
Applicable taxes;
Refund adjustments;
Chargeback adjustments;
Promotional adjustments;
Statutory deductions;
Previous balance adjustments; and
Net amount payable.
The Platform shall be entitled to deduct, where applicable:
Platform Commission;
GST or other taxes applicable to the Platform's services;
TDS or other statutory deductions required under Applicable Law;
Approved Customer refunds;
Payment gateway reversals;
Chargebacks;
Promotional contributions agreed by the Provider;
Recovery of excess settlements;
Penalties expressly permitted under the Agreement or Applicable Law; and
Any other lawful adjustment.
Where a Customer refund, payment reversal or chargeback is approved in accordance with the Agreement or Applicable Law, the corresponding financial adjustment may be reflected in the current or subsequent settlement cycle.
The Platform shall maintain reasonable records of such adjustments.
If a settlement fails due to banking errors, technical issues, regulatory requirements or incomplete Provider information, the Platform may reprocess the settlement after the relevant issue has been resolved.
The Platform shall not be liable for delays arising from circumstances beyond its reasonable control.
If the Provider believes that any settlement contains an error, the Provider shall notify the Platform within the period specified by the Platform from time to time, together with reasonable supporting information.
The Platform shall review the matter in good faith and, where an error is established, make an appropriate adjustment in a subsequent settlement or by any other reasonable means.
The Provider remains solely responsible for:
taxes applicable to its business activities;
statutory registrations;
filing of tax returns; and
compliance with Applicable Law.
Nothing contained in this Schedule shall shift the Provider's statutory tax obligations to the Platform except to the extent expressly required by Applicable Law.
The Provider shall maintain complete and accurate financial and business records relating to Orders, taxes and settlements for the period required under Applicable Law.
The Platform may temporarily withhold settlements or conduct additional verification where it reasonably suspects:
fraudulent transactions;
fake Orders;
payment abuse;
identity fraud;
regulatory non-compliance; or
any activity posing financial or legal risk.
Such action shall be proportionate to the circumstances and consistent with the Agreement and Applicable Law.
To the extent permitted under Applicable Law, the Platform may set off any amounts lawfully due from the Provider against future settlements after providing reasonable details of such adjustment.
Unless otherwise required under Applicable Law or expressly agreed in writing, no interest shall accrue on settlement amounts during ordinary processing periods or while genuine disputes or lawful verification procedures remain pending.
The Platform may amend or update this Schedule from time to time in accordance with the amendment provisions contained in the Agreement.
This Schedule shall become effective simultaneously with the Provider Agreement and shall remain in force until amended or replaced in accordance with the Agreement.
This Schedule E ("Platform Operational Guidelines") forms an integral and inseparable part of the Provider Agreement ("Agreement") entered into between the Platform and the Provider.
This Schedule shall be read together with the Agreement and shall not be interpreted independently. In the event of any inconsistency between this Schedule and the Agreement, the provisions of the Agreement shall prevail unless expressly stated otherwise.
This Schedule establishes the operational standards and day-to-day responsibilities applicable to all Providers using the Platform for listing, preparing, selling and fulfilling food orders.
The Provider shall:
maintain accurate account information;
keep login credentials secure;
immediately report any unauthorised access;
not permit any unauthorised person to operate the Provider Account; and
remain responsible for all activities carried out through the registered Provider Account.
The Provider shall ensure that all information displayed on the Platform, including business name, address, contact details, operating hours and service locations, remains accurate and updated.
The Provider shall:
maintain an accurate and updated menu;
ensure descriptions are truthful;
accurately display portion sizes where applicable;
promptly remove unavailable items;
update prices whenever revised; and
avoid misleading menu descriptions.
The Provider shall maintain the operating hours displayed on the Platform and shall promptly update the Platform whenever temporary closures, holidays or operational interruptions occur.
The Provider shall:
monitor incoming Orders during business hours;
accept or reject Orders within the reasonable time prescribed by the Platform;
begin preparation promptly after accepting an Order;
avoid unnecessary delays; and
notify the Platform of any operational issue affecting Order fulfilment.
The Provider shall make reasonable efforts to prepare Orders within the estimated preparation time displayed to Customers.
Repeated and unreasonable delays may result in operational review by the Platform.
The Provider shall fulfil Orders only through the service modes enabled on its Provider Account.
Where delivery services are offered directly by the Provider, the Provider shall ensure that delivery personnel maintain appropriate standards of professionalism, hygiene and customer conduct.
The Provider shall package food in a manner that:
preserves food quality;
prevents leakage;
minimises contamination;
supports safe transportation; and
complies with Applicable Law.
The Provider shall:
communicate courteously with Customers;
avoid abusive, threatening or discriminatory behaviour;
provide accurate information regarding Orders;
cooperate in resolving Customer concerns; and
refrain from requesting unnecessary personal information from Customers.
The Provider shall cooperate with the Platform in resolving Customer complaints by:
responding promptly to reasonable information requests;
providing supporting records where available;
implementing corrective measures where necessary; and
taking reasonable steps to prevent recurrence.
The Provider shall not:
post fake reviews;
purchase ratings;
manipulate review systems;
encourage fraudulent reviews;
threaten Customers regarding ratings; or
engage in any practice intended to distort genuine Customer feedback.
The Provider shall participate only in promotional campaigns approved or offered through the Platform.
The Provider shall honour promotional offers accepted through the Platform in accordance with the applicable campaign terms.
The Provider shall regularly review notifications, settlement reports, compliance notices, operational updates and policy communications issued through the Platform.
Failure to review such communications shall not relieve the Provider from obligations arising therefrom.
The Platform may monitor operational performance, including:
Order acceptance rates;
cancellation rates;
preparation timelines;
Customer complaints;
food quality concerns;
compliance history; and
other operational metrics reasonably relevant to Platform quality standards.
Such monitoring shall be undertaken solely for maintaining Platform quality, operational efficiency, regulatory compliance and Customer safety.
Where operational deficiencies are identified, the Platform may require the Provider to:
submit explanations;
implement corrective actions;
complete training or onboarding requirements;
update operational procedures; or
comply with any other reasonable operational requirement.
The Platform may amend or update this Schedule from time to time in accordance with the amendment provisions contained in the Agreement.
This Schedule shall become effective simultaneously with the Provider Agreement and shall remain in force until amended or replaced in accordance with the Agreement.
This Schedule F ("Prohibited Activities & Compliance Requirements") forms an integral and inseparable part of the Provider Agreement ("Agreement") entered into between the Platform and the Provider.
This Schedule shall be read together with the Agreement and shall not be interpreted independently. In the event of any inconsistency between this Schedule and the Agreement, the provisions of the Agreement shall prevail unless expressly stated otherwise.
This Schedule establishes the minimum standards of lawful conduct, ethical business practices and compliance obligations applicable to every Provider using the Platform.
The Provider shall conduct its business honestly, fairly and in compliance with Applicable Law, the Agreement and all Platform Policies.
The Provider shall:
comply with the Agreement, all Schedules and Platform Policies;
comply with all Applicable Laws;
cooperate with lawful investigations and compliance requests;
promptly provide information reasonably requested by the Platform;
immediately report any material compliance issue affecting its business; and
maintain accurate records wherever required under Applicable Law.
The Provider shall not engage in, attempt to engage in or assist any person in engaging in:
fake Orders;
self-ordering for improper financial benefit;
fake cancellations;
manipulation of refunds;
payment fraud;
identity fraud;
forged or altered documents;
forged licences or registrations;
fraudulent settlement claims;
collusion with Customers or third parties to obtain improper benefits; or
any other fraudulent or deceptive activity.
The Provider shall not:
supply unsafe food;
knowingly serve stale, spoiled, contaminated or adulterated food;
use prohibited ingredients;
misrepresent food quality;
knowingly conceal food safety risks; or
violate applicable food safety requirements.
The Provider shall not:
provide false business information;
misrepresent ownership or authority;
submit inaccurate KYC information;
falsely claim certifications, approvals or licences;
display misleading menu descriptions or pricing; or
otherwise mislead Customers or the Platform.
The Provider shall not:
harass, threaten or abuse Customers;
discriminate against Customers on any unlawful ground;
collect unnecessary personal information;
misuse Customer information;
contact Customers for unauthorised purposes;
send unsolicited marketing communications without lawful authority; or
engage in any conduct likely to compromise Customer safety or trust.
The Provider shall not:
interfere with the proper functioning of the Platform;
attempt to gain unauthorised access to any account, system or network;
upload malicious software, viruses or harmful code;
scrape, crawl or systematically extract Platform data without authorisation;
use automated systems in violation of the Agreement;
reverse engineer, decompile or otherwise attempt to derive the source code of the Platform except where expressly permitted by Applicable Law; or
circumvent any security or technical protection measures implemented by the Platform.
The Provider shall not:
infringe the intellectual property rights of the Platform or any third party;
use the Platform's trademarks, logos or branding except as expressly authorised;
upload content that infringes copyright, trademark or other proprietary rights; or
falsely claim ownership of intellectual property belonging to another person.
The Provider shall not:
manipulate settlement records;
attempt duplicate settlements;
intentionally evade applicable taxes;
interfere with lawful payment processing;
misuse promotional incentives; or
engage in money laundering or any other unlawful financial activity.
The Provider shall not list or supply any food product or related item whose sale is prohibited under Applicable Law or by Platform Policy.
The Platform may restrict or prohibit specific products or categories from time to time.
Where the Platform reasonably investigates a complaint, suspected violation or regulatory issue, the Provider shall:
cooperate in good faith;
provide relevant information and documents;
preserve relevant records where reasonably required;
refrain from destroying or altering evidence; and
comply with lawful directions issued by competent authorities.
Depending upon the nature, seriousness and frequency of the violation, the Platform may take one or more of the following actions in accordance with the Agreement and Applicable Law:
issue a warning;
require corrective action;
temporarily suspend menu items or services;
temporarily suspend the Provider Account;
permanently terminate the Agreement;
withhold settlements where permitted by the Agreement or Applicable Law;
recover losses lawfully recoverable under the Agreement;
remove listings;
report the matter to competent authorities where required by Applicable Law; or
initiate appropriate civil or criminal legal proceedings where warranted.
Nothing in this Schedule limits any other rights or remedies available to the Platform under the Agreement or Applicable Law.
The Provider shall promptly notify the Platform upon becoming aware of:
fraud;
data breaches;
food safety incidents;
regulatory investigations;
significant customer safety concerns; or
any material event likely to adversely affect the Platform or its Customers.
The Platform may amend or update this Schedule from time to time in accordance with the amendment provisions contained in the Agreement.
This Schedule shall become effective simultaneously with the Provider Agreement and shall remain in force until amended or replaced in accordance with the Agreement.