Restaurant Onboarding Agreement

Welcome to MealPe Online Food Ordering POS Private Limited!

The portal, https://mealpe.app and all its subdomains (the “Website”) and mobile application with the name and style ‘MealPe’, (the “App”) are owned and operated by MealPe Online Food Ordering POS Private Limited (“Company”, “us”, “we”, “our”),  a private limited company incorporated under the Companies Act, 2013, having CIN No. U62020GJ2023PTC139190 and its registered office at A-38, Vraj Vihar SOC, Vasna Road, Vadodara, Gujarat – 390007. The Website and App shall hereinafter, wherever the context may so require, be referred to as the “Platform”.

The Platform facilitates the online sale and purchase of food and other edible items between the restaurants and the customers, wherein it allows, restaurants to list their food and other edible products for sale, and customers to place orders for such food and other edible products, on the Platform (“Services”). The Services are only limited to the access and the use of the Platform and do not extend to any services provided or offered by the restaurants or any third party on the Platform, including preparing or delivering the food products.

These terms and conditions (“Onboarding Terms”) govern the onboarding and listing of the Restaurants (“you” or “Restaurant”) on the Platform, for offering for sale their food items to the end customer (“Customer”), and delivery of the ordered food item to the Customer (“Food Order”). The access and use of the Platform by the Restaurant is only to facilitate Food Order between the Restaurant and Customers.  Please note that. It is hereby clarified that each Food Order shall be deemed to be a contract only between the Restaurant and the Customer, and the Company is not to any contract or arrangement entered into connection with the Food Order.

Please read these Onboarding Terms carefully before using the Services or accessing the Platform. Your clicking of the “I agree” button and/or accessing the Platform or Services will be deemed as your unconditional acceptance of these Onboarding Terms or any other terms of policies as applicable. If at any time, you do not agree or wish not to be bound by these Onboarding Terms of Use, please do not access or otherwise use or continue to use the Platform, or you may terminate your agreement to these Onboarding Terms as per the terms contained herein, as the case may be.

These Onboarding Terms will be read together with the privacy policy (“Privacy Policy”) and terms of use (“Terms of Use”), as placed on the Platform and such other policies as the Company may notify from time to time, all of which will be deemed to be included herein by reference, and supersede any other previous oral and written terms and conditions (if any) communicated to you by the Company, for the use of the Platform.  

These Onboarding Terms is an electronic record in terms of the Information Technology Act, 2000 (“IT Act”), the applicable rules thereunder and the provisions pertaining to electronic records in various statutes as amended by the IT Act. This electronic record is generated by a computer system and does not require any physical or digital signatures.

1. USE OF PLATFORM
   • Subject to your strict compliance with these Onboarding Terms and other such criteria as we may specify from time to time, the Company grants to you, a limited, non-transferable, non-exclusive, non-sublicensable, non-assignable, revocable, and personal license to use the Platform solely for the limited purpose of availing the Services.
   • By using the Services and the Platform, you grant to the Company a royalty-free, perpetual, irrevocable, non-exclusive right and license to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works from, display worldwide, or act on any text, images, videos or other form of content uploaded by you onto the Platform (hereinafter referred to as “User Generated Content” or “UGC”) without additional approval or consideration for the full term of any rights that may be relevant for such content. You agree to disclaim any liability of whatsoever on the Company that may arise due to such User Generated Content and shall always hold harmless the Company, its officer, employees, and representatives in relation to uploading any unauthorized User Generated Content.
   • All the payment transactions in relation to the Food Order shall be the obligation of the third-party payment aggregator and third-party payment gateway (“Payment Service Provider”) enabled on the Platform. By using the Platform, you agree to use the Payment Service Provider in accordance with the terms and conditions for availing services by such Payment Service Provider.
   • Notwithstanding anything contained in these Onboarding Terms, Privacy Policy, Terms of Use, or any other terms or policies on the Platform, we reserve the right, in our sole discretion, to change, modify, update, terminate, or otherwise amend these Onboarding Terms, at any time, for complying with legal and regulatory requirements, for other legitimate business purposes, or for any other reason, without notice and without liability to you or any third-party. The most current version of these Onboarding Terms, as indicated at the end of this document, will govern our relationship with you.

2. ELIGIBILITY
   • Only persons/entities who can form legally binding contracts under Indian Contract Act, 1872 may register themselves as Restaurant on the Platform, and avail Services. Persons who are ‘incompetent to contract’ within the meaning of the Indian Contract Act, 1872 including without limitation, un-discharged insolvents are not eligible to use the Platform.
   • We reserve the right to terminate your membership and / or refuse to provide you with access to the Platform if it is brought to our notice or if it is discovered that you are incompetent to enter into this contract.
3. REGISTRATION
   • In order to use Platform, you will be required to create an account with us (“Restaurant Account”). For creation of such a Restaurant Account, you will be required to provide relevant information as may be deemed appropriate by us, including without limitation, your name, entity details, residence / place of incorporation, GST no., FSSI no., e-mail and contact details (collectively, the “Account Information”).
   • Account Information. You acknowledge that you are solely responsible for maintaining the confidentiality of the Account Information and for restricting access to your computer or mobile or other similar device to prevent unauthorized access to your account. We request you to safeguard your password and your account and make sure that others do not have access to it. It is your responsibility to keep your Account Information current and accurate.  You agree to immediately notify the Company of any unauthorized use of your account or any other security breach. The Company will not be liable for any loss or direct or indirect damage arising from your failure to comply with these conditions. You may be held liable for any losses incurred to the Company or any other user due to unauthorized use of your account, resulting from your failure to keep your Account Information secure and confidential.
   • You shall be responsible for all activities that occur through your Restaurant Account. If we detect any misuse of your Restaurant Account, we may indefinitely suspend or terminate your Restaurant Account on the Platform. The Company will not be liable for any loss or damages that may arise due to wrong or incorrect Account Information shared by you on the Platform including, where your contact details on the Platform.
   • Subject to paragraph 1.4 above, in the event of any breach of the terms of these Onboarding Terms, the Company may notify the event of default or breach after having actual knowledge of such default or breach. You are responsible to rectify or cure such default or breach, within 5 (Five) days of such notification. The Company shall have the right to withhold your Restaurant Account until such default or breach shall not be cured or impose a penalty as the Company may notify from time to time or recover such penalty from any due payment or from any subsequent Food Order. You hereby provide the express and exclusive right to the Company to instruct the Payment Service Provider to enforce and recover the penalty as provided in this paragraph.
   • By using the Platform and Services, it shall be deemed that you provide consent for us to, at our sole discretion, send you notifications from the Company in the form of SMS messages on your registered mobile number or e-mails. These notifications could, among other things, relate to your registration, Food Order carried out through Platform and / or other communication in relation to the Platform. Further, we may also send notifications and reminders to you with respect to your activity on Platform. However, please note that, we shall not be liable for any failure to send such notifications or reminders to you.
4. LISTING OF PRODUCTS / SERVICES ON THE PLATFORM
   • You must list the food and other edible items and/or services for sale on the Platform in accordance with these Onboarding Terms and such other criteria as the Company may notify from time to time.

• By using the Platform, it is understood that you agree and acknowledge that you are legally competent and permitted to sell the item(s) that you list for sale on the Platform (“Item Listing(s)”) and have all the necessary licenses and permits required for such sale. Each Item Listing must be made in accordance with applicable laws, including without limitation the Food Safety and Standards Act, 2006, and Consumer Protection (E-Commerce) Rules, 2020.

• By using the Platform you warrant and undertake that descriptions, images, and other content pertaining to food and edible item listed and/or services provided by you on the Platform are accurate and correspond directly with the appearance, nature, and quality of such food and edible item listed and/or services.

• You will be liable to ensure that each Item Listing and advertisement for marketing of food and edible item listed and/or services are consistent with the actual ingredients and characteristics of such food and edible item listed and/or services being listed on the Platform.

• You must ensure that all food and edible item listed and/or services are listed in the appropriate category on the Platform.

• Please note that, we have, the right but not the obligation, to delete any listings of any food and edible item listed and/or services or otherwise the selling of products with or without notice and / or cause, at our sole discretion.

• If you are offering promotions/discounts/offers on food and edible item listed and/or services sold by you on other platforms (both online and offline), and the same food and edible item listed and/or services are also listed on the Platform, you will promptly inform the Company of such promotions/discounts/offers. The Company may, at its sole discretion, also extend such promotions/discounts/offers to the Customers, cost of which shall be borne by you.

• You shall monitor the food and edible item listed and/or services description page of your items on a daily basis and highlight any error or discrepancy to the Platform for immediate correction. You will be solely liable for any such error or discrepancy.

• You shall maintain adequate stocks for sale on the Platform and update stock status frequently to avoid your food item being “out of stock” on a frequent basis.

5. PAYMENT AND DELIVERY
   • Payment terms:
   • For all payments that the Restaurant is eligible to receive in connection with each Food Order from the Customer whether through online order or booking a table at the Restaurant, the Company will be entitled to receive a fee as a ‘platform fee’ as shall be agreed between the Restaurant and the Company separately, in consideration of facilitating such Food Order through the Platform (“Transaction Fees”). Subject to Paragraph 5.1(b), the Transaction Fee shall be net of all taxes.
   • The Transaction Fee shall be inclusive of applicable taxes, such as TDS payable by Seller, TDS 194-O, and TCS (tax collected at source).
   • It is hereby clarified that all payments shall only be settled upon delivery of the Food Order.
   • It is hereby agreed, upon the payment for the Food Order by the Customer, out of the complete invoice amount of each Food Order as raised against the Customer, the Payment Service Provider shall transfer the Transaction Fees for each Food Order to the bank account of Company and the remaining portion of the invoice amount shall be transferred to the bank account of the Restaurant.
   • The Company reserves the right to revise the Transaction Fees from time to time or introduce new fees and services, at its own discretion.
   • The online payment for ordering food on the Platform by the Customer can be made by using either your credit card, debit card, net banking, digital wallets, or other payment options as made available by the Payment Service Provider.
   • By using the Platform, you agree and acknowledge that any consideration provided by the Customer with respect to the Food Order under paragraph 5.1(d) above, will be remitted to Restaurant’s bank account in accordance with the applicable laws, only in the event that the Customer has not raised any dispute in relation to the Food Order and/or services, including the delivery services provided by you to the Customer in the stipulated time period.
   • Delivery terms

• • The Restaurant shall provide the estimated delivery time for delivery of each Food Order on the Platform.
  • Except the unforeseen circumstances which are beyond the reasonable control of the Restaurant such as an act of God, flood, earthquake, fire, explosion, act of government, war, civil commotion, insurrection, embargo, riots, lockouts, labor disputes, systemic electrical, telecommunications, network or other utility failures, it is the obligation of the Restaurant to deliver the Food Order to the Customer within the time stipulated provided by it on the Platform,
  • Cancellation & Refund: The Customer can cancel the order at any time, however, Subject to paragraph 5.2(b) above, the refund obligation of the Restaurant shall be on the following grounds:
    1. in the event, that the Restaurant fails to deliver the Food Order even within 30 minutes of the estimated time of delivery (“ETD”) as appeared while placing the order on the Platform, the Customer shall be eligible and allowed to cancel the Food Order after such 30 minutes from the ETD. In such event, the Restaurant shall not be eligible to receive payment for the Food Order on the ground of delayed delivery, and the Company may reimburse the Customer as per its own discretion, with cash or coupon subject to its terms and policies, and shall settle with the Restaurant such reimbursement paid to the Customer, in the next Food Order, and
    2. in the event, that the Restaurant rejects the Food Order of the Customer, the Customer is eligible for a full refund of the Food Order.

• • in the event the Customer has pre-paid the Food Order, and has raised material concern or dispute on the quality and packaging of the Food Order on the grounds of not at the standard of the applicable laws, including but not limited to the Food Safety and Standards Act, 2006, the Company may reimburse the Customer with cash or coupon subject to its terms and policies and shall settle with the Restaurant such reimbursement paid to the Customer, in the next Food Order.

The Restaurant hereby agrees that the action taken by the Company under this paragraph shall be at the sole discretion of the Company and the Restaurant shall not raise any concerns in this regard.

• • The Company reserves the right at its sole discretion to terminate the Restaurant Account and the Onboarding Terms with you without any notice and immediate effect, in the event you have made multiple and subsequent delays in delivery of the Food Orders to the Customers and not able to comply with the applicable laws, including the Food Safety and Standards Act, 2006.
  • We list availability information for the food products on the relevant webpage of the Platform, basis the information provided by the Restaurant. As the Restaurant will process the order, it is the obligation of the Restaurant to update the information about the status and stages of preparation and out for delivery/delivery of the food products on the Platform.

6. TERMS OF USE
   • Each time you access or use Platform, you represent and warrant to the Company that:

• you are competent to enter into a legally binding contract under the Indian Contract Act, 1872;
• you are in compliance with all central, state  and  local  laws,  rules  and regulations applicable in the relevant jurisdiction in India or anywhere else in the world, in relation to the use of the Platform and the Food Order carried out in connection thereto, as the case may be, under these Onboarding Terms;
• you have obtained and maintained all licenses, permits, approvals, consents, and registrations under applicable laws in relation to the use of Platform and Food Order carried out in connection thereto;
• you are compliant with the provisions of all applicable laws, including (i) the Central Goods and Services Tax Act, 2017, and State Goods and Services Tax Acts, 2017 and rules and regulations formulated thereunder; (ii) the Food Safety and Standards Act, 2006 and the rules and regulations formulated thereunder; and (iii) laws relating to QR codes.
• performance under these Onboarding Terms does not and will not conflict with, violate, or result in a breach of any provision of any other contract or agreement to which you may be bound; there are no litigations, actions, claims, disputes or proceedings pending or threatened, which if decided adversely against such you would interfere with the performance of these Onboarding Terms;
• performance under these Onboarding Terms does not and will not conflict with, violate, or result in an infringement of the intellectual property of any third Party;

(a)            you will provide accurate information at all times on Platform about the food items you are offering for sale;

(b)            you will deliver the Food Order within the stipulated time as provided by you on the Platform for each delivery to the Customer; and

(c)            you will act fairly and not misuse the Platform’s features or services that are made available to you under these Onboarding Terms.

• In the event, a person is registering on the Platform on behalf of a business entity (as a manager or as any other designation), such person by making such registration, represents that such person is duly authorized by such business entity to enter into these Onboarding Terms and have the authority to bind such business entity to these Onboarding Terms.

• By using the Platform you warrant, you will not, at any time:

(a)            delete or modify any content on the Platform, including but not limited to, any information regarding the legal notices, disclaimers or proprietary notices such as copyright or trademark symbols, logos, that you do not own or have express permission to modify;

(b)            license, alter, store or otherwise use the Platform or any of its components;

(c)            decompile, reverse engineer, or disassemble or otherwise tamper with, the contents of the Platform, whether in whole or in part, or create any derivative works therefrom;

(d)            use the Platform, in any way that is unlawful, or adversely impacts the Company or any other person or entity;

(e)            make false, inaccurate, misleading or malicious statements;

(f)             post, copy submit, upload, distribute, or otherwise transmit or make available any software or other computer files that contain a virus or other harmful component, or otherwise impair or damage the Platform and/or any connected network, or otherwise interfere with any person or entity’s use or enjoyment of the Platform;

(g)            engage in any form of antisocial, disruptive, or destructive acts, including “flaming,” “spamming,” “flooding,” “trolling,”, “phishing” and “griefing” as those terms are commonly understood and used on the internet;      

(h)            post or upload any content, including reviews, that is libelous, defamatory, abusive, threatening, harassing, hateful, and offensive or otherwise violates any law or right of any third-party;

(i)             attempt to gain unauthorized access to any portion or feature of the Platform, other systems, networks connected to the Platform, server, computer, network, or the services offered on or through Platform by hacking, password ‘mining’, or any other illegitimate means;

(j)             contact or attempt to contact the Customer(s), in any form or manner, except for the purpose of preparation and delivery of the Food Order through the Platform;

(k)            probe, scan or test the vulnerability of the Platform systems or Platform software or any network connected thereto, nor breach the security or authentication measures on the Platform systems or any network connected thereto;

(l)             make any negative, denigrating, or defamatory statement(s) / comment(s) about the Company, the brand name or domain name used by the Company, or otherwise engage in any conduct or action that might tarnish the goodwill, image or reputation of the Company or other persons using the Platform or otherwise tarnish or dilute any Company’s trademark, service marks, trade name and / or goodwill associated with such trade, service marks or trade name as may be owned or used by the Company;

(m)          take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform or Company’s systems, networks, or any systems or networks connected to the Company;

(n)            take any action with the objective of securing favorable treatment by any officers, employees, agents or representatives of the Company, such as by extending gratuities, in the form of entertainment, gifts or otherwise;

(o)            direct any users of the Platform to any platform other than the Platform for any purpose by any means whatsoever, including without limitation by providing any third-party links, information of third parties or information of your own commercial operations;

(p)            attempt to damage or abuse another restaurant, their listings or rating;

(q)            attempt to influence customers’ ratings, feedback, and reviews or contact Customers to make promotional offers without Customer consent;

(r)             send unsolicited or inappropriate communications to the Customers or any other user of the Platform and contact customers except only through Platform enabled messaging services;

(s)            attempt to circumvent any Platform policy or process; and/or

(t)             operate more than one Restaurant Account.

• You shall not host, display, upload, modify, publish, transmit, update or share any information which:

(a)            belongs to another person and over which you have no right;

(b)            is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating to or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever, or unlawfully threatening or harassing, including but not limited to ‘indecent representation of women’ within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986;

(c)            is misleading in any way;

(d)            is patently offensive to the online community, such as sexually explicit content or content that promotes obscenity, pedophilia, racism, bigotry, hatred, or physical harm of any kind against any group or individual;

(e)            harasses or advocates harassment of another person;

(f)             promotes illegal activity or conduct that is abusive, threatening, obscene, defamatory, or libelous;

(g)            infringes upon or violates any third party’s rights including but not limited to intellectual property rights, rights of privacy (including without limitation unauthorized disclosure of a person’s name, email address, physical address, or phone number) or rights of publicity;

(h)            promotes an illegal or unauthorized copy of another person’s copyrighted work;

(i)             contains restricted or password-only access pages, hidden pages or images (those not linked to or from another accessible page);

(j)             provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, providing or creating computer viruses;

(k)            tries to gain unauthorized access or exceeds the scope of authorized access to the Platform systems or software, profiles, blogs, communities, account information, bulletins, or solicits passwords or personal identifying information for commercial or unlawful purposes from other users on the Platform;

(l)             engages in commercial activities and/or sales such as contests, sweepstakes, barter, advertising, pyramid schemes, or the buying or selling of ‘virtual’ items without our prior written consent;

(m)          solicits gambling or engages in any gambling activity which we, at our sole discretion, believe is or could be construed as being illegal;

(n)            interferes with another’s use and enjoyment of the Platform;

(o)            refers to any application/URL which, at our sole discretion, contains material that is inappropriate and content that is prohibited or violates the letter and spirit of these Onboarding Terms;

(p)            harms minors in any way;

(q)            involves the sale of counterfeit, stolen items or any other items in violation of applicable law;

(r)             violates any law for the time being in force;

(s)            deceives or misleads the addressee/ users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;

(t)             impersonates another person;

(u)            contains software viruses or any other computer codes, files, or programs designed to interrupt, destroy, or limit the functionality of any computer resource; or contains any trojan horses, worms, time bombs, cancelbots, easter eggs, or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept, or expropriate any system, data, or personal information; and/or

(v)            threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any offence or, prevents investigation of any offence, or is insulting any other nation.

• By using the Platform, you hereby agree and undertake that, at all times:

(a)            you shall procure all such insurances as may be required to safeguard the Food Order, including without limitation, insurance safeguard for delivery and storage of goods or services;

(b)            you shall provide such information relating to the goods or services offered by you through Platform or by making use of the Services as may be required by the Company, including but not limited to such information as may be required from time to time to comply with the Consumer Protection (E-Commerce) Rules, 2020 and any other applicable law;

(c)            you shall deposit all taxes/statutory levies/charges (“Statutory Liabilities”) with the relevant authorities and make all filings within the period prescribed under applicable laws. You will promptly provide to the Company the proof for the same, and such other information and documents as may be required by the Company. You agree that the Company may withhold the amount equivalent to any Statutory Liabilities (“Withheld Amounts”) until such time you provide proof of such deposit/filings. If you delay in depositing and/or fail to deposit such Statutory Liabilities within the period prescribed under applicable laws, the Company may at its sole discretion deposit the Statutory Liabilities, alongwith interest and penalties levied by the authorities. In such case, the Company shall be entitled to set-off the Statutory Liabilities (and interest and penalties, if any) paid to the authorities against the Withheld Amounts. If the Withheld Amounts are not sufficient for such set-off, you will reimburse the Company within 7 (seven) days of the Company notifying you of such payment of Statutory Liabilities (and interest and penalties, if any);

(d)            you will ensure that descriptions, images, and other content pertaining to goods or services being offered for sale by you on the Platform are accurate and correspond directly with the appearance, nature, quality, purpose and other general features of such good or service;

(e)            you will not adopt any unfair trade practice, or falsely represent yourself (or contract or enter into an arrangement with any person to represent themselves) as a consumer and / or either directly or through any person post reviews about goods or services, or misrepresent the quality or the features of any goods or services;

(f)             you will not engage in malpractices on the Platform relating to other restaurants on the Platform, such as by way of posting false/negative reviews about products sold by other restaurants on the Platform;

(g)            you consent and agree to be bound by the promotional offers being offered at the Platform in relation to the products sold by you;

(h)            you agree to be bound by such fulfillment, refund or cancellation policies as we may lay down from time to time with regard to Food Order on the Platform;

(i)             you shall maintain dedicated bandwidth to manage and support your obligations set out hereunder, including in relation to the Food Order on the Platform. Accordingly, you may designate personnel who shall at all times be responsible for managing and supporting your obligations set out hereunder;

(j)             you shall use the Platform and carry out each Food Order in accordance with the Onboarding Terms and other criteria that may be set out by the Company in writing, from time to time;

(k)            you will comply with all central,  state  and  local  laws,  rules  and regulations applicable in the relevant jurisdiction in India or anywhere else in the world, in relation to the use of the Platform and the Food Order carried out in connection thereto, as the case may be, under these Onboarding Terms;

(l)             you shall use the Platform for reasonable and lawful purposes only, and shall not indulge in any activity that is harmful to the Platform or its content or otherwise not envisaged through Platform, as determined by the Company in its sole discretion;

(m)          all information furnished or representations made by you to the Company or any third parties in connection with Platform and/or Food Order in any capacity shall be true and accurate at all times; and

(n)            you shall route all delivery of the Food Order by yourself or through a logistic service provider that has been approved by the Company in prior writing. Also, you must ensure that such logistic service provider provides a valid proof of each delivery;

(o)            The Company shall not have any liability for the food and other edible items or services that are listed on the Platform and the payment made for ordering such food items by using the Payment Service Provider;

(p)            The Company shall not have any liability in relation to and does not guarantee the identity of any user of the Platform or the successful completion of any Food Order undertaken on the Platform;

(q)            use of services of the Payment Service Provider shall not render the Company liable in any manner whatsoever, with respect to the Food Order, including without limitation, for non–delivery, non-receipt, non-payment, damage, breach of representations and warranties, or fraud in relation thereto;

(r)             The Company neither acts as a trustee nor fiduciary with respect to any Food Order or price payment for Food Order, by allowing the services of Payment Service Provider on the Platform.

• When you use the Platform, you agree that you may be involved in the transmission of personal information and sensitive personal information, including but not limited to Account Information (collectively “SPI”), which falls within the ambit of the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011. You must take all necessary steps to secure and maintain the confidentiality of the SPI that you have transmitted in compliance with the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 and Information Technology (Security of Prepaid Payment Instruments) Rules, 2017. Your sharing of SPI on the Platform would be subject to the terms of the Privacy Policy.

• When you use the Platform, you agree that the Company may provide you with certain data of other users of the Platform (“Company Customer Data”) for the purpose of creating invoices in relation to Food Orders. Please note that you may use such Company Customer Data only for the limited purpose of such invoicing and shall not store or use such Company Customer Data for any other purpose whatsoever. Further, without prejudice to the generality of the foregoing, you must delete all such Company Customer Data and any copy thereof upon the deactivation of your account with us and provide the Company with such proof of destruction of the data as the Company may deem fit. The Company reserves the right to blacklist you for any breach of this clause and institute appropriate legal proceedings.

7. DISCLAIMER OF WARRANTIES

   • By using the Platform you expressly agree and acknowledge that:

(a)            the information, content and materials on the Platform are provided on an “as is” and “as available” basis. The Company and all its subsidiaries, affiliates, officers, employees, agents and partners disclaim all warranties of any kind, either express or implied, including but not limited to, implied warranties on merchantability, accuracy, or fitness for a particular purpose;

(b)            The Company does not pre-screen UGC and some UGC may contain views that may be opinions of users and also of experts. These views do not represent Company’s opinions, beliefs, morals or values. You agree and acknowledge that the Company does not claim any ownership rights to the text, files, images including photos, videos, sounds, musical works or any UGC that you submit or publish on the Platform. After posting any UGC on the Platform, you continue to own the rights that you may have in that UGC, subject to the limited license set out herein below. The Company shall not be liable to ensure that that UGC on the Platform is accurate, complete or updated, that it will not offend or upset any person or that it does not infringe the intellectual property rights of third parties;

(c)            Without prejudice to the other rights available to the Company under these Onboarding Terms, please note the Company shall have no liability for any infringement or claims which result from infringement of Intellectual Property (as defined below) of the Restaurant or of a third party by the Restaurant including without limitation, any infringement arising out of modifications to the Intellectual Property (as hereinafter defined) of the Company made by you; use of the Intellectual Property of the Company in combination with any equipment, software, or data, not produced or authorized by the Company; use of your Intellectual Property by Company in combination with any equipment, software, or data, as instructed or authorized by you; or use of the Intellectual Property of the Company by you in a manner that is unlawful, prohibited under these Onboarding Terms or for a purpose not contemplated under these Onboarding Terms;

(d)            While the Company will try to make access to and use of Platform error-free, however, your access to Platform may be occasionally suspended or restricted to allow for repairs, maintenance, or for the introduction of new facilities or services. The Company shall not be liable for any access or use problems that arise from internet-related issues at your end;  

(e)            The Company does not warrant that the operation of the Platform, including the functions contained in any content, information and materials on the Platform or any third-party sites or services linked to the Platform will be uninterrupted, timely or error-free, that the defects will be rectified, or that the Platform or the servers that make such content, information and materials available are free of viruses or other harmful components;

(f)             any material downloaded or otherwise obtained through the Platform is accessed by you at your own risk, and you will be solely responsible for any damage or loss of data that results from such download to your computer system and / or other electronic device;

(g)            The Company shall not be liable to ensure that other users of the Platform are or will be complying with the foregoing rules or any other provisions of these Onboarding Terms. As between you and the Company, you hereby assume all risk of harm or injury resulting from any such lack of compliance;

(h)            The Company does not make any representations or warranties in relation to the products or services proposed to be sold, offered to be sold or purchased on the Platform, including without limitation the quality, category and/or value thereof;

(i)             The Company does not implicitly or explicitly support or endorse the sale or purchase of any products and services on the Platform;

(j)             The Company shall not be held liable for any intentional or unintentional actions, errors, omissions, and / or misrepresentations, non-performance or breach of any contract, of you or third parties in relation to the products and services and / or the Food Orders on the Platform;

(k)            The Company shall not at any point in time during a Food Order or any other interaction between you and any third parties on the Platform come into or take possession of any of the products or services offered by you or gain title to or have any rights or claims over the products or services offered by you;

(l)             irrespective of the reasonable efforts we may make in this regard, the Company cannot control the information provided by third parties which is made available on the Platform and subject to the applicable law, the Company will not be held liable in any manner with respect to such information provided by third parties; and

(m)          all commercial / contractual terms including without limitation, price, mode of delivery, and warranties related to the food items offered by you on the Platform shall be your sole liability.

8. INDEMNIFICATION

   • You will indemnify, defend and hold harmless the Company and its affiliates, and each of its and their officers, directors, employees, consultants, licensors, agents, and representatives from and against any and all third- party claims, losses, liabilities, damages, penalty (including from governmental authorities), inconveniences and / or costs (including reasonable attorney fees and costs) arising from or in any way connected with your access to or use of the Platform or the Food Order, violation of these Onboarding Terms or applicable laws, or infringement of any rights related to Intellectual Property or other rights of the Company or any third-party. In addition to the foregoing and without prejudice thereto, you hereby agree to provide the Company with such assistance as the Company may require, at your expense, in defending any such claim, loss, liability, damage, or cost. Your indemnification obligations hereunder will survive the expiry or termination of these Onboarding Terms and/or your use of the Service.

9. LIMITATION OF LIABILITY

   • By using the Platform, you hereby acknowledge and undertake that you are accessing the Platform, transacting at your own risk and are using your best and prudent judgment before entering into any Food Order or any commercial or non-commercial arrangements through the Platform. You hereby release and agree to indemnify the Company and / or any of its officers and representatives from any cost, damage, liability or other consequence of any of your actions or actions of third parties on the Platform and specifically waive any claims that you may have in this behalf under any applicable law.

   • To the fullest extent permitted by law, in no event shall the Company or any of its directors, officers, employees, agents or content or service providers (collectively, the “Company Representatives”) be liable to you for any direct, indirect, special, incidental, consequential, exemplary, special, remote or punitive damage, including, but not limited to damages for loss of profits, goodwill, use, data or other intangible losses arising from, or directly or indirectly related to, the use of, or the inability to use, The Platform or the content, materials and functions related thereto, the services, the provision of information via the Platform, lost business, even if the Company or such the Company Representatives have been advised of the possibility of such damages.

   • In no event shall the Company or the Company Representatives be liable for:

(a)            the use or inability to use the Platform;

(b)            any content posted, transmitted, exchanged or received by or on behalf of you or other person on or through the Platform;

(c)            any unauthorized access to or alteration of your transmissions or any other third parties’ data; or

(d)            any other matter relating to the Platform.

• By using the Platform, you agree and acknowledge that the Company is neither liable nor responsible for any actions or inactions of the other users of the Platform or any breach of conditions, representations or warranties by them. The Company is not obligated to mediate or resolve any dispute between you and other users of the Platform.

• None of the directors, officials or employees of the Company shall be personally liable for any action in connection with the Platform.

10. CONFIDENTIALITY

    • By using the Platform, you acknowledge and agree that during the period of your use of the Platform, you might have access to confidential and proprietary information, in oral or written form, whether marked as confidential or not, belonging to the Company or a third-party, including customers of the Platform, to whom confidentiality obligations are owed, including information relating to these Onboarding Terms; strategic data (technical, financial, commercial or otherwise); methods of operation, databases, flowcharts, or diagrams; prospective new ventures; policies and procedures regarding the design, development, marketing, pricing and distribution of existing and prospective services; research methods and results; creative and programming tools, methodologies, techniques; the identities of sellers, business partners (actual or prospective), business and marketing plans, financial information, data and accounts, sell through data; business practices, operational or security procedures, internal policies, personnel information, training techniques, passwords; contractor relationships and strategic alliances; or consulting services (“Confidential Information”). Provided however that, Confidential Information shall not include any information generally known to the public (other than as a result of unauthorized disclosure by you).

    • You must, during the period of its use of the Platform and at any time thereafter:

(a)            hold in trust and confidence and protect and maintain the confidentiality of the Confidential Information belonging to the Company;

(b)            not use the Confidential Information belonging to the Company or any part thereof for any purpose other than to perform under these Onboarding Terms;

(c)            treat all Confidential Information belonging to the Company with the same degree of care to avoid disclosure to third-parties as is used with respect to its own confidential information, but not less than a reasonable degree of care;

(d)            take adequate steps and procedures to prevent loss of any Confidential Information belonging to the Company and in the event of any loss or misappropriation of such Confidential Information, inform the Company in writing immediately;

(e)            without prejudice to the generality of Paragraph 10.3 below, return to the Company all the Confidential Information including all notes, copies, translations, conversions, modifications and derivations thereof, upon completion of the need of such Confidential Information or upon the termination of these Onboarding Terms; and

(f)             ensure that each of its personnel, employees or sub-contractors who have access to the Confidential Information of the Company have agreed to be bound by the same obligations of confidentiality and non-use as apply to you under these Onboarding Terms.

• By using the Platform, you agree, acknowledge and understand that any disclosure or misappropriation of any of the Confidential Information in violation of these Onboarding Terms may cause irreparable harm to the Company, the amount of which may be difficult to ascertain. Without prejudice to any other rights available to the Company under these Onboarding Terms or otherwise, the Company shall have the right to apply to a court of competent jurisdiction for specific performance and / or an order restraining and enjoining any such further disclosure or breach and for such other relief as the Company shall deem appropriate. To clarify, such right of the Company shall be in addition to the remedies otherwise available to them, at law or in equity.

• For avoidance of doubt, it is hereby clarified that, you shall not disclose the provisions of these Onboarding Terms, without the prior written consent of the Company.

11. ACCOUNT DEACTIVATION

    • In the event, you are desirous of deactivating your Restaurant Account and ceasing all use of the Platform, then you shall notify the Company in writing. The Company shall within 30 (Thirty) calendar days of receiving the written notice deactivate your Restaurant account on the Platform. Provided that, the Company shall have the right, but not the obligation to refuse any such request for deactivation of Restaurant Account from you, until you have completed payment of all such consideration as may be outstanding to be paid to the Company and all the Food Orders sold to the Customers have been delivered and completed.

    • You hereby agree and acknowledge that the Company shall continue to retain your information after the deactivation of your Restaurant Account or the termination of these Onboarding Terms for any reason whatsoever.

    • The Company shall have the right to temporarily suspend or permanently terminate your access to the Platform and Restaurant Account with or without notice and to exercise any other remedy available under law with immediate effect:

• if you or any of your representatives/agents commit a breach of these Onboarding Terms;

• in the event any other user reports a violation of any of their rights as a result of your use of the Platform;

• in the event you provide the Company with any information which is untrue, inaccurate, misleading, not current, or incomplete; or in the event, The Company has reasonable grounds to suspect that such information is untrue, inaccurate, misleading, not current or incomplete;

• in the event there is any suspected illegal, fraudulent or abusive activity by you;

• in the event you file a petition for bankruptcy or insolvency, or are unable to pay your debts, or are subject to a petition presented before a court for winding up;

• in the event you commit an act of dishonesty, fraud, gross negligence or wilful misconduct, including without limitation, theft or misappropriation (or attempted theft or misappropriation) of the property of the Company or an act that is detrimental to the pecuniary interests, reputation or goodwill of the Company; and / or

• in the event you are convicted of a crime or enters into a guilty plea in respect of a crime under applicable laws.

12. CONSEQUENCES OF ACCOUNT DEACTIVATION

    • The deactivation of your account and / or termination of your access to the Platform shall not have the effect of relieving the Parties of any obligations accruing to them at any time prior to the deactivation/termination hereof, including any fulfilment of Food Orders placed on the Platform before such deactivation/termination of your account.

    • Upon deactivation of your account and / or termination / suspension of your access to the Platform, your right to access the Platform or undertake any Food Orders will immediately cease and the Company reserves the right to remove or delete your user information, including but not limited to login credentials, account details and information posted by you.

    • Upon deactivation of your account and / or termination / suspension of your access to the Platform, all rights, licenses and authorization granted by either Party hereunder shall terminate forthwith, and you shall immediately cease using and destroy / return any Intellectual Property of the Company or any other information provided by the Company during the period of use of the Platform by you, any copies thereof in accordance with the instructions of the Company. If the Company requires for you to destroy any such information, you shall provide a written certification signed by an authorized officer of you, that such information of the Company has been destroyed.

13. ACCESS OUTSIDE THE REPUBLIC OF INDIA

    • By using the Platform, you agree and acknowledge that we make no representations that the content on the Platform is appropriate to be used or accessed outside the Republic of India.

    • Any users who use or access the Platform from outside the Republic of India, do so at their own risk and are responsible for compliance with the laws of such jurisdiction.

    • These Onboarding Terms do not constitute, nor may these Onboarding Terms be used for or in connection with any promotional activities or solicitation by anyone in any jurisdiction in which such promotional activities or solicitation are not authorized or to any person to whom it is unlawful to promote or solicit.

14. EQUITABLE RELIEF

    • In the event of a breach or a threatened breach by you of its obligations under these Onboarding Terms, the Company shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief in the form of a restraining order, injunctive relief, specific performance and any other relief that may be available to the Company from a court of competent jurisdiction.

15. GOVERNING LAW AND DISPUTE RESOLUTION

    • These Onboarding Terms shall be governed by and construed in accordance with the laws of India, without regard to conflict or choice of law principles. The courts in Ahmedabad shall have exclusive jurisdiction to handle matters arising out of or in connection with these Onboarding Terms.

16. MISCELLANEOUS

    • Grievance Officer. In case you have any queries or concerns with respect to the use of the Platform or any issues relating to your rights as a Restaurant, please feel free to reach us at deval@mealpe.org or at +919904482107 (Deval Patel).

    • Force Majeure. The Company shall not be liable for any failure to perform its obligations under these Onboarding Terms, where such failure is on account of a force majeure event such as an act of God, flood, earthquake, fire, explosion, act of government, war, civil commotion, insurrection, embargo, riots, lockouts, labor disputes, systemic electrical, telecommunications, network or other utility failures affecting The Company.

    • Failure (with or without intent) of the Company to require performance of any provision of these Onboarding Terms shall not affect our right to full performance thereof at any time thereafter, and any waiver by us of a breach of any provision hereof shall not constitute a waiver of a similar breach in the future or of any other breach. No waiver shall be effective unless in writing and duly executed by an authorized representative of the Company

    • Any provision of these Onboarding Terms which is prohibited or held to be unenforceable in any jurisdiction by a court or tribunal of competent jurisdiction, shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of these Onboarding Terms. The prohibited or unenforceable provision shall be substituted, by mutual consultation and agreement of the Parties, with a provision of similar import reflecting the original intent of the Parties, to the extent permissible under applicable law.

    • Assignment and Sub-Contracting. No rights, privileges, or obligations set forth in, arising under, or created by these Onboarding Terms may be assigned, transferred or sub-contracted by you without the prior consent in writing of the Company.

    • Relationship between Parties. The Company shall be deemed an independent contractor with respect to any and all services performed under these Onboarding Terms. It is the express understanding and intention of the Parties that no relationship of master and servant or principal and agent shall exist between you and the Company, by reason of these Onboarding Terms.

17. AMENDMENT

    • The Company shall have the right, at its sole discretion, to change, modify, add, or remove portions of these Onboarding Terms at any time. The Company will take reasonable steps to, but shall not be obligated to, notify in case of any changes or updates to these Onboarding Terms that materially impact your use of the Platform. Your continued use of the Platform following the changes or updates shall mean that you have accepted and agreed to the revisions.