TERMS AND CONDITIONS OF RESTAURANT PARTNER ENROLMENT FORM FOR FOOD ORDERING AND DELIVERY SERVICES ("TERMS")

These Terms form are part of the Food Partner Enrolment Form for online Food Ordering and Delivery Services ("Form") and constitute a legally binding agreement made between you, whether personally or on behalf of an entity (the "Food Partner"), and Fatoore Tech Pvt Ltd. its affiliates (collectively, "Fatoore"), regarding use of Fatoore's Platform (as defined below) for the provision of Food delivery Services (as defined below) by the Food Partner to the Customers (as defined below). 1. Definitions: i. "Asset Handover Form" means the form shared by Fatoore, which includes details of the assets provided by Fatoore to the Food Partner and annexed to the Form. ii. "Calendar Month" means a month as named in the English calendar. iii. "Platform Fee" means the amount payable by the Food Partner to Fatoore, being a flat per delivery of Net Sales as set out in the Form. iv. "Customer" means users who place Orders through Fatoore Platform. v. "Customer Application" means the proprietary online website and/or mobile based Order placement application of Fatoore available on the Platform, which enables the Customers to (a) place an Order with the Food Partner for the purpose of availing Food Services; and (b) track the status of the Order placed by such Customer with the Food Partner; and (c) facilitates a provision of payment by the Customer towards the Food Services availed from the Food Partner. vi. "Customer Data" means any, and all identifiable information about Customer provided by the Customer via the Platform, including, but not limited to, Customer’s name, delivery addresses, email addresses, phone numbers, and Customer preferences, to be governed by the Privacy Policy. vii. "Delivery Charges" means the delivery fee charged by the Delivery Partner from the Customers on each Order where Fatoore facilitates delivery of an Order to the Customers. viii. "Delivery Surge" means an amount charged by the Delivery Partner from the Customers over and above the Delivery Charges on some Orders, determined on the basis of various factors including but not limited to order value, distance covered, time taken, demand for delivery, real time analysis of traffic and weather conditions, seasonal peaks or such other parameters as may be determined from time to time. ix. "Electronic Payment gateway" means the online and mobile based payment gateway including the third party payment gateways, credit card/debit card/net banking transfer and/or e-wallets and/ or Fatoore credits that are available on the Platform for the purposes of facilitating the payment of the Order Value by the Customer. x. "Execution Date" means the date of execution of Form. xi. "Form" means the Food Partner Enrolment Form for Food Ordering and Delivery Services executed by the Food Partner. xii. "Gross Sales" means the gross amount charged by the Food Partner to any Customer that is attributable to any Order placed through Fatoore's Platform including all applicable taxes less discounts being offered by the Food partner on Fatoore’s Platform (if any). xiii. "Information" means the information set out and provided along with the Form and includes any information which is supplied by the Food Partner to Fatoore under these Terms such as Food Partner’s name, establishment name, logo, the Menu items and images for menu items, the price lists underlying the Menu, opening hours of the restaurants operated by the Food Partner, rates at which taxes are charged by the Food Partner to the Customer, delivery areas serviced by the restaurants and/or delivery terms, specific information the Food Partner is under an obligation to supply to Fatoore (a) immediately on the Execution Date; or (b) within 1 (one) day from any change in such information. xiv. "Delivery Partner" means a third-party service provider who collects order(s) from the Food partner and delivers it to the Customer location. xv. "Logistics Services" means facilitation services offered by Fatoore wherein Fatoore would connect the Food Partner with Delivery Partner through its online technology platform, who shall pick Order(s) from the Food partner and deliver the same to the Customers. xvi. "Menu" means any document or virtual page, which lists out the items for sale offered by the Food Partner to the Customer, on the Platform. xvii. "Menu Item Categorisation" means tagging with respect to food items between Food partner Service and Supply of Foods and Beverages Items (as defined below) as confirmed by the Food Partner to Fatoore. xviii. "Merchant Application" means the Fatoore developed Order management application pre-loaded in the Tablet and/ or Fatoore Device which provides Food Partner the ability to (a) receive an Order for the Food partner Services; (b) allows the Food Partner to accept or reject the Order within stipulated time; (c) provide updates on the Customers Order and its status; and (d) place a request for Logistics Services, if applicable. xix. "Multiple Outlet Entity" means the Food partner, which has more than one outlet under the same ownership providing Food partner Services. xx. "Net Order Value" means Order Value received, less the Platform Fee and any other additional amount, charges etc. that are due to Fatoore from the Food Partner under these Terms or the Form. xxi. "Net Sales" means the Gross Sales less applicable taxes charged by the Food partner and delivery charge and any similar charges levied by the Food partner (if any); xxii. "One Time Sign–Up Fee" means a one-time non-refundable amount set out in the Form, payable by the Food Partner when availing the Services for the first time from Fatoore. xxiii. “Optional Services" means the optional services offered to the Food Partner by Fatoore from time to time. xxiv. "Order" means the placement of an order by the Customer with the Food Partner for the purchase of any item via the Platform. xxv. "Order Value" means the amount which is payable by the Customer upon placement of an Order with the Food Partner on the Platform for the Food partner Services. xxvi. "Parties" means Fatoore and the Food Partner. xxvii. "Payment Gateway Fee" means the amount payable by the Food Partner to Fatoore, being a % of Order Value including taxes less any charge not levied by Food partner but collected by Fatoore, as more specifically set out in the Form. xxviii. "Platform" means the Website and Customer Application owned by Fatoore. xxix. "Pre-Packed Goods" means the food and beverages items packaged in such a manner that the contents cannot be changed without tampering it and which is ready for sale to the Customer and as may be defined under the Food Safety and Standards Act, 2006 from time to time. xxx. "Food Partner Compensation Policy" means the compensation policy available at https://www.Fatoore.com and applicable to the Food Partner in the event an Order is cancelled or rejected for reasons not attributable to the Food Partner. xxxi. "Food partner" means a commercial establishment(s) for which the Food Partner is executing the Form, and from where the Food partner Services are made available to the Customer, moreover wherein the food and beverage items are prepared and/or delivered to the Customer. xxxii. "Food Partner" means the entity/ individual being the legal owner of the Food partner as mentioned in the Form. xxxiii. "Food Service" means supply by way of service of food and beverages items attracting tax under Section 9(5) of the Central Goods and Services Tax Act, 2017, listed on the Menu from time to time, sold by the Food Partner, listed and advertised by the Food Partner on the Platform. xxxiv. "Service Operator" means the Fatoore operated centralised system used for receiving Orders from Customers through the Customer Application and transmitting those to the Food Partner. xxxv. "Services" means the services offered by Fatoore to the Food Partner, on and from the Effective Date, including the following: Order Placement and catalogue hosting services: Fatoore provides the Order placement platform for the Customers to place Orders with the Food Partners on a real time basis and helps with listing of the menu and price lists as provided by the Food Partners. Demand generation and marketing: Fatoore helps bring new Customers to Food Partners every day. This is done through targeted marketing, enabling appropriate discovery and creating a seamless food ordering experience. Logistics Services: Fatoore creates competitive earning opportunities for Delivery Partners, with an intent to create a high quality and reliable delivery ecosystem for delivering Food Partner’s Orders. Support for Customers, Food Partners and Delivery Partners: Customers, Food Partners, and Delivery Partners all have unique needs that often need addressing immediately. Fatoore has a team working 24*7/365 ready to help solve any issues, so that the Customers, Food Partners and Delivery Partners experience is seamless. Technology infrastructure: Fatoore builds and supports products for Customers, Food Partners and Delivery Partners including payment infrastructure which requires high quality talent and investments. xxxvi. “Single Outlet Entity” means the Food Partner, which has only one outlet providing Food Partner Services. xxxvii. “Orders requiring support” means order where Fatoore support teams extend additional support to mitigate customer escalations including but not limited to, delay in accepting or handing over the Order(s), poor quality food, missing or incorrect item, poor quality packaging, etc. xxxviii. "Supply of Food and Beverages Items" means supply of any food and beverages items, made by the Food Partner through the Platform, other than Food Partner Service attracting tax under Section 9(5) of the Central Goods and Services Tax Act, 2017 xxxix. "Tablet" means an electronic Order placement Tablet device preloaded with the Merchant Application. xl. "Website" means www.Fatoore.com (including the webpages contained or hyperlinked therein and owned or controlled by Fatoore), and such other media or media channels, devices, mobile applications, software, or technologies as Fatoore may choose from time to time. xli. "Fatoore Device" means a smartphone loaded with the Merchant Application. 2. Fatoore’s Obligations: i. Fatoore will (a) list Food Partner’s menu and the price list on the Platform; and (b) transfer to the Food Partner the amounts received from the Customers in accordance with agreed Terms set out herein. ii. Fatoore will display on the Platform, on a best effort basis, all necessary information provided by the Food Partner. However, Fatoore is not under any obligation to display any information until the Food Partner provides all required information and such information is in compliance with Fatoore’s policies and guidelines. iii. Fatoore will retain the right to change the rate of taxes on the Menu item list shared by the Food Partners for listing on the Platform. iv. Fatoore will transmit the Orders placed by the Customer with the Food Partners as per below: a. Food Partners having Tablet or Fatoore Device with pre-loaded Merchant Application or receiving Orders through a third-party point of sale system or Fatoore API or a Fatoore provided web dashboard, Order transmission on a real time basis; or b. Food Partner Device having the Merchant Application. c. Food Partner using their own device, without Merchant Application to receive Orders: Order transmission through SMS and/ or phone call on an immediate basis through the Service Operator. In the event, the Food Partner fails to answer the phone calls over a period of two (2) minutes, Fatoore reserves the right to temporarily restrict/ deactivate Food Partner's Food Ordering and Delivery services to avoid any Customer complaints. Food Partner's access shall be reinstated upon specific request made to Fatoore customer support centre. Fatoore reserves the right to cancel any Order where Food Partner is unable to communicate its response within two (02) minutes on (a) acceptance/ rejection of the Customer Order and/ or (b) Order delivery timelines; or d. Where transmission of Order is to the Food Partner owned device without Merchant Application, Fatoore’s Service Operator shall communicate Customer Order to the Food Partner (through SMS and/or phone call) and communicate Food Partner response with respect to (i) acceptance / rejection of Order; (ii) delivery time; (iii) no-response from Food Partner or any such information as may be made available by Fatoore from time to time; to the Customer through Customer Application. The Food Partner agrees that all communication undertaken by Fatoore with the Food Partner via phone call may be recorded. v. Fatoore will redress the Customers and the Food Partner’s complaints in respect of the functioning of the Platform and/or the Tablet or Fatoore Device (as the case may be). vi. For the avoidance of doubt it is hereby expressly clarified that Fatoore is only responsible for providing (i) a Platform to the Food Partner to list, offer and sell the Food Partner Services to the Customers and/or (ii) Logistics Services (if applicable) and that Fatoore will not be responsible or liable for (i) the quality of the Food Partner Services listed and advertised on the Platform; and/or (ii) the processing of the Orders which have been placed by the Customers with the Food Partner on the Platform; and/or (iii) any delay in preparation of the Order by Food Partner. vii. Fatoore may suspend the Food Partner’s account if the Food Partner is found non-compliant with the Food Safety and Standards Act, 2006 and the rules, regulations, licences, standards and guidelines issued thereunder from time to time. viii. While providing Logistics Services: a. Fatoore shall not be responsible or liable for the delivery of Orders or any issues associated therewith unless, Food Partner has contractually opted for Logistics Services from Fatoore. Further, where the Food Partner has opted for Logistics Services, Fatoore shall only be responsible to tally the number of items ordered against the Order received. Food Partner acknowledges and agrees that Fatoore shall not be responsible for quality or quantity (if the packet of the Order is not tampered with during delivery) of the Order and the Food Partner shall be solely responsible for the quality and quantity of the Order. b. In the event Food Partner opts for Logistics Services, Food Partner acknowledges and agrees that delivery will be facilitated by Fatoore through a Delivery Partner. Food Partner understands and agrees that Fatoore shall not be responsible if the Delivery Partner indulges in theft of the Order or indulges in any illegal activity or misconduct against/with the Customer(s) and / or the staff of Food Partner or indulges in any vandalism activity against the Food Partner and/or the Food Partner. Please note that Fatoore uses its best endeavours to fulfil the Logistics Services opted by the Food Partner. Fatoore has no control, in any manner whatsoever, with respect to the ratings or reviews received by the Food Partner for the Logistics Services availed through Fatoore, as such ratings are dependent on multiple factors including but not limited to each Customer’s experience with the Food Partner and the Food Partner Services. c. The Food Partner shall not hold Fatoore liable for any claims, raised by the Customer where the delay in handing over the Order to the Delivery Partner is solely attributable to the Food Partner and its staff. d. Fatoore may at its sole discretion charge Delivery Charges and Delivery Surge from Customer for delivery of the Order. ix. Food Partner acknowledges and agrees that Fatoore is a mere facilitator in relation to the Logistics Services whereby Fatoore facilitates logistics services by connecting Delivery Partner with Food Partner for delivery of Order(s) from the Food Partner(s) to the Customer and hence cannot be held liable for any illegal / unlawful activity of the Delivery Partner. x. Fatoore shall provide the Food Partner with a web dashboard in the event the Food Partner has a designated device to access such web dashboard, high-speed internet connection and speakers. 3. Food Partner’s Obligations: i. The Food Partner will not discriminate while servicing Orders received from Customer ordering via the Platform. Food Partner will not provide any preferential treatment to customers ordering independently from the Food Partner (i.e. customers ordering directly from a Food Partner). ii. The Food Partner will respect the dignity and diversity of Delivery Partners and accordingly will not discriminate against any Delivery Partner on the basis of Discrimination Characteristics (as defined below). The Food Partner is expected to enable provision of a secure and fearless gig work environment for the Delivery Partners including prevention and deterrence of harassment (including sexual harassment) towards Delivery Partners. For the purpose of these Terms, ‘Discrimination Characteristics’ shall mean discrimination based on race, community, religion, disability, gender, sexual orientation, gender identity, age (insofar as permitted by applicable laws to undertake the relevant gig work), genetic information, or any other legally protected status. iii. Food Partner shall ensure that all mandatory information pertaining to taxes, levies, and charges applicable on the Order(s) are clearly visible to the Customers on their invoice issued for any supply other than Food Partner Service, as per the applicable laws. For the purpose of clarity, in the case of Food Partner Service(s), Fatoore will generate the tax invoice on the Food Partner’s behalf in accordance with the applicable GST laws and deposit the tax to the appropriate tax authorities. iv. Food Partner will ensure that the Information provided to Fatoore is current and accurate, including but not limited to the Food Partner name, address, contact telephone number, email, manager/contact person details, delivery times, opening hours, Menu(s), price lists, taxes, Menu Item Categorisation, service addresses, and other relevant information. v. Food Partner shall confirm to Fatoore its Menu Item Categorisation between Food Partner Service and Supply of Foods and Beverages Items. Menu Item Categorisation as confirmed by the Food Partner shall be consumed by Fatoore for the purpose of undertaking necessary compliance with the applicable laws. In the event of a dispute in Menu Item Categorisation, the Food Partner undertakes to make good any losses incurred by Fatoore on account for any mis-declaration or mis-representation of facts. vi. Food Partner shall ensure that it is the sole author/owner of, or otherwise controls all the content / material, including but not limited to the Food Partner’s name, establishment name, logo, menu items, images of the food and beverages/ menu items, etc. transmitted or submitted by the Food Partner to Fatoore either through the Platform or otherwise (“Content”), or has been granted the right to use such Content from the rights holder of such Content and that it does not violate or infringe the rights of any third party or applicable laws; vii. Food Partner shall process and execute the Order(s) promptly. viii. The food partner shall be obligated to cancel the next day deliveries before 2200 hours on the previous day, on its food ordering account whenever the food partner is unable to provide Food partner services to the subscribed Customers for the next day delivery. ix. Food Partner acknowledges and agrees that in the event the Customer’s experience with the Food Partner and the Food Partner Services is hampered on account of acts and omissions attributable to the Food Partner, including but not limited to, frequent rejection of Order(s), Fatoore reserves the right to take appropriate action in accordance with its policies, which may be amended from time to time. x. Food Partner shall inform Fatoore about any change or modification made to the Order by the Customer, directly with the Food Partner. xi. Food Partner hereby agrees that if it accepts the Order cancellation request raised by a Customer via the Platform for Food Partner, it shall not be eligible to receive any Order Value or amount for such cancelled Order. xii. Food Partner shall ensure that when a Customer pays online for an Order and the Food Partner is undertaking logistics, the Food Partner or its representative collects a signed receipt from the Customer upon delivery of the Order. In the event of a dispute in respect of whether the Food Partner is entitled to a payment by Fatoore in accordance with these Terms, Fatoore will not be required to make any such payment unless the Food Partner provides Fatoore with a copy of the signed receipt. xiii. Food Partner shall retain proof of delivery for a period of 180 days from the date of delivery. xiv. In the event the Food Partner undertakes delivery of any Order, it shall ensure only trained personnel undertake such delivery and the safety of the food and beverage is not compromised at any time until the Order is received by the Customer. The Food Partner agrees to indemnify Fatoore for any claims that may arise on account delivery of Orders undertaken by the Food Partner. xv. The Food Partner warrants that the food and beverages provided to Customers are: a. Of high quality and fit for human consumption. b. Compliant with Food Safety and Standards Act, 2006 and the rules, regulations, licences, standards and guidelines issued thereunder. c. Compliant with all other relevant Indian legislation, including all applicable food industry regulations. xvi. Where the Food Partner avails any Optional Services, the Food Partner will additionally be liable to abide with the terms and conditions of such Optional Services or any other terms and conditions pertaining to the Optional Services, communicated by Fatoore from time to time. xvii. Contact a customer if an Order cannot be processed as requested or to clarify the details of an Order, if required, post confirmation of the Order. xviii. The Food Partner shall contact a Customer if an Order cannot be processed as requested or to clarify the details of an Order, if required, post confirmation of the Order. xix. To promptly redress the Customer complaints which have been referred by Fatoore to the Food Partner in respect of the (a) quality, quantity and/or taste of the food and beverage; (b) delivery of the Orders (where such delivery has been undertaken by the Food Partner and the delivery issues are attributable directly to the Food Partner); and (c) failure on part of the Food Partner to comply with the special requests / instructions of the Customers where such requests and/or instructions have been clearly communicated by the Customer at the time of the placement of Order. xx. The Food Partner shall remove any/all menu items unavailable with the Food Partner. xxi. The Food Partner acknowledges and agrees that it will be solely responsible for delivering the Order placed by the Customers (where it is not availing Logistics Services) with the Food Partner on the Platform. Unless agreed to by the Food Partner in the Form, it is clarified that Fatoore will not provide any Logistics Services. xxii. For the avoidance of doubt it is hereby expressly clarified that Fatoore is not responsible or liable to the Customer for the (a) quality of the Food Partner Service advertised on the Platform; and/or (b) processing of the Order; (c) delivery of the Orders (unless Logistics Services are provided by Fatoore) that have been placed by the Customers with the Food Partner through the Platform; and (d) misconduct / illegal activity of the Delivery Partner. The Food Partner acknowledges and agrees that it will be solely responsible and liable to the Customer for the (a) quality of the Food Partner Service listed and advertised on the Platform; and/or (b) processing of the Order and (c) timely delivery of the Orders (unless Logistics Services are provided by Fatoore) that have been placed by the Customers with it on the Platform. xxiii. The Food Partner shall ensure that the Order(s) are (a) in accordance with Order placed by the Customer; and (b) appropriately packed and adequately fastened to avoid any spillage during the transportation. Food Partner understands that the Order will be in transit for the period of delivery from the Food Partner to the Customer and the Food Partner shall ensure that this is taken into consideration while accepting and preparing the same. xxiv. Food Partner shall (a) undertake adequate police verification and background checks for its delivery personnel and maintain records of the same; (b) ensure that the delivery personnel are not intoxicated; (c) ensure that delivery personnel don’t misbehave with the Customer; (d) make timely payment of all applicable statutory dues; (e) maintain adequate insurances; and (f) provide proper training to its delivery personnel to ensure delivery personnel deliver the Order efficiently without any spillage or delay. xxv. Food Partner shall ensure, while making deliveries, it does not commingle the Order along with other orders it receives directly from customers or from third parties not using the Platform. Food Partner shall pack the Order either in Fatoore provided packing material or other packaging material. However, under no circumstances shall the Food Partner use third party branding in the packaging material used for the Order. xxvi. Food Partner shall address and resolve all Customer complaints received by Fatoore relating to the efficacy, quality or any other issues relating to the Food Partner Services expeditiously within timelines prescribed by the Ministry of Consumer Affairs or any other authority from time to time. Further the Food Partner shall be solely liable and bound to take action on complaints raised by Customer pertaining to the Order(s). xxvii. Food Partner acknowledges and agrees that Food Partner shall be required to furnish a copy of its PAN Card, TAN, GSTIN, FSSAI license and registration certificates and other details required as per law or for provision of Services, as maybe requisitioned by Fatoore from time to time failing which, Fatoore reserves the right to delist the Food Partner from the Platform and / or curtail it’s access from the Platform. xxviii. Where Food Partner avails Logistics Services from Fatoore, Food Partner shall ensure that it hands over all Orders to the Fatoore authorized delivery personnel in a spill proof packaging. xxix. The Food Partner shall comply with the applicable law on the ban of single-use plastic and shall ensure that neither single-use plastic is used in packing any Order nor is any cutlery made from single-use plastic provided with the Order. Food Partner agrees and acknowledges that Fatoore shall reserve a right to cancel all Orders that are packed by the Food Partner using single-use plastic and any payment made to the Delivery Partner assigned to such orders or refund/compensation made by Fatoore to the Customers whose Orders are cancelled shall be recovered from Food Partner in accordance with Fatoore’s cancellation policy. Further, any loss suffered by Fatoore or the Delivery Partner due to use of single-use plastic by Food Partner, whether on account of any fine imposed by the authorities on Fatoore or its Delivery Partner or otherwise, shall be recovered from the Food Partner by making deductions in accordance to the payment settlement process agreed under these Terms. xxx. Furthermore, where Fatoore provides Logistics Services, the Food Partner shall ensure that the Order is ready at the time the Delivery Partner arrives to collect the Order. Where the Food Partner fails to handover the Order to the Delivery Partner within the indicated kitchen preparation time, Food Partner shall be responsible for any and all issues and costs associated with delayed delivery including costs associated with reimbursing the Customer. xxxi. Food Partner acknowledges and agrees that it shall not make any independent calls to the Customer and asks the Customer to make payments of amounts greater than what was agreed by the Customer at the time of placing the Order through the Platform. xxxii. Food Partner except required for the fulfilment of Order shall not use the Customer data for sending any unsolicited marketing message, announcements. xxxiii. Food Partner shall not engage in any fraudulent activity or misuse any benefits extended by Fatoore to Customers and shall be liable to Fatoore in the event Fatoore becomes aware of any fraudulent activity undertaken by the Food Partner. xxxiv. Food Partner shall not charge any delivery and/or Payment Gateway Fee charges from Customers on Orders where Food Partner is not undertaking delivery itself. xxxv. Where Food Partner avail Logistics Services under hybrid model and opts to not avail Logistics Services through Fatoore, Food Partner shall be responsible to deliver the Order to the Customer. xxxvi. Food Partner shall ensure to update the Merchant Application as and when the latest version of the application is available. xxxvii. Food Partner acknowledges and agrees that any asset, such as POS machines/ credit card/debit card swipe machines, bags etc., provided by it to the Logistics Personnel, whether with or without the consent of Fatoore, shall be at its sole risk. Food Partner agrees and undertakes that it shall be solely liable if any such asset provided to the Logistics Personnel, is damaged, stolen or not returned by the Logistics Personnel,, and Fatoore shall not be liable to indemnify the Food Partner for the same and / or bear cost of the asset. xxxviii. Food Partner shall ensure to protect and maintain the Customer experience on the Platform by accurately displaying the details of the Food Partner including but not limited to item names & images in the Menu. xxxix. The Food Partner shall not charge the Customer for anything other than food, beverages, and packaging charges on the Platform. The Food Partner shall ensure that all menu item(s) available for delivery to the Customers through its delivery channels from its own Food Partner or franchise locations or its other channels like websites/apps etc, shall also be made available for delivery to the Customers through the Platform. Food Partner understands and agrees that having similar item names and images in the Menu of two or more Food Partner listings operating from the same location may cause confusion for the Customers and hamper their experience on the Platform. It is further clarified that, in the event, the Food Partner listings are found to be in violation of this term xxxix, then Fatoore shall notify the Food Partner by giving a 30 (thirty) day written notice to make the necessary changes and correct the Food Partner listings. However, in case the Food Partner fails to correct the Food Partner listings, then Fatoore reserves the right to take appropriate action, which may include removing all the duplicate listings from the Platform, in accordance with its policies and these Terms. xli. Food Partner with Tablets and Fatoore Device (With Embedded Merchant Application): a. Shall ensure it always has a functional Tablet / Fatoore Device in order to receive and confirm Customer Orders and provide estimates of delivery times or reject the Order through the Merchant Application b. May decline Orders through the Tablet / Fatoore Device provided however, Food Partner shall not use alternate means (phone/ emails) to connect with the Customer in parallel to take the same Orders and thereby circumventing the process. c. Execute the Orders promptly and indicate the estimated time of delivery to process the Order delivery including updating the Order status (e.g. out for delivery etc.) through the Merchant Application. xlii. Food Partner with Food Partner Device (Without Embedded Merchant Application): a. Ensuring it always has a functional Food Partner Device in Order to a) receive / reject Orders, b) provide estimates of delivery time, c) communicate with Service Operators through phone call and/or SMS. b. Food Partner may decline Customer Orders placed through the Service Operator however, Food Partner shall not use alternate means (phone/ emails) to connect with the Customer in parallel to take the same Orders and thereby circumventing the process. xliii. Promotions: Where a Food Partner has agreed to extend Promotions (as defined below) to Customers on Order placed at the Food Partner via the Platform the Food Partner agrees to the following terms and conditions (“Promotion Terms”): a. These Promotion Terms apply to a Food Partner’s engagement in Promotions pursuant to which the Food Partner shall extend discounts or offers, as the case may be, to Customers on Order(s) placed with the Food Partner via the Platform. b. These Promotion Terms do not alter in any way, the terms or conditions of any other agreement the Food Partner may have with Fatoore. c. Unless the context otherwise requires, the capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Terms. d. By accepting to sign up for Promotions, the Food Partner hereby agrees to the below: a. The Food Partner hereby acknowledges and agrees that it shall determine and make available Promotions to Customers at its sole discretion. b. For the purpose of these Promotion Terms, “Promotions” shall mean the discounts or offers determined and made available for Customers on Orders placed with the Food Partners via the Fatoore Platform. The Promotions are only valid on food ordering and delivery. c. The Food Partner hereby agrees that the cost of discount under the Promotions shall be completely funded by the Food Partner. d. The Food Partner at its sole discretion shall determine the details and validity period of the Promotions. e. The Food Partner acknowledges and agrees that the Promotions once determined and made available via the Fatoore Platform cannot be modified during the validity period of such Promotions. However, the Food Partner may replace a Promotion with a new (modified) Promotion, after giving due notice to Fatoore. f. The Promotions during the validity period, may be suspended or revoked any time at the Food Partner’s sole discretion. g. The Food Partner can have any number of Promotions running at a given time. h. Unless otherwise specified, the Promotions can be combined with any other offers extended by the Food Partner or Fatoore or any other third party. i. The Food Partner hereby agrees to indemnify and hold Fatoore and its directors, officers, agents, representatives and employees, harmless from and against any and all claims, suits, liabilities, judgments, losses and damages arising out of or in connection with (a) any claim or suit or demand on account of Food Partner failing to honor any Promotions; and/or (b) breach of any applicable law. j. You hereby agree and acknowledge that Fatoore has no role or responsibility towards the Promotion(s) and will not be liable to the Food Partner or the Customer for any claim relating to the Promotion(s). k. The Promotion(s) are subject to Fatoore’s approval. Fatoore reserves the right to reject or remove the Promotion(s) at any time, for reasons communicated to the Food Partner. l. Fatoore will determine, in its sole discretion, the placement, and positioning of the Promotion(s) on the Fatoore Platform. m. Fatoore does not guarantee the reach or performance of the Promotion(s). n. The Food Partner is solely liable for compliance with all applicable laws relating to the Promotions. o. The arrangement between the parties shall commence from the date of acceptance of these Promotion Terms by the Food Partner and shall be valid and binding unless terminated in accordance with these Promotion Terms. p. Fatoore may terminate the arrangement at any time with a one (1) day prior written notice of termination to the Food Partner. q. Notwithstanding anything to the contrary contained herein, Fatoore may forthwith suspend and/or terminate the Services if the Food Partner is in breach of these Promotion Terms and such breach has not been rectified within five (5) days of notice of breach. r. Fatoore reserves the right to modify the Promotion Terms after prior notice and without liability to the Food Partner. Any such changes will be effective immediately upon the changes being reflected on the Terms. s. Fatoore reserves the right to discontinue the Promotions at its own discretion at any time, without any notice or liability to the Food Partner if the same is necessitated due to legal or regulatory requirements. In case of occurrence of such discontinuance, the Food Partner will be provided with adequate reasons for discontinuation of Promotions in due course. t. Termination of these Promotion Terms shall have no effect on these Terms. u. All the rights, duties, liabilities and obligations of the respective parties under the Terms shall form an integral part of these Promotion Terms and shall remain unaltered by these Promotion Terms. v. Except as provided herein and varied/modified, the Terms shall continue to have full force and effect. w. For any help or queries with regard to Promotions, you may reach out via the help center on the Merchant Application. 4. License: Food Partner grants to Fatoore an unrestricted, non-exclusive, royalty-free licence in respect of all Content (defined hereinabove) and Information provided to Fatoore by the Food Partner for the purposes of inclusion on the Platform and as may be otherwise required under the Form. This includes, but is not limited to, (a) use of the Food Partner’s name in the context of Google AdWords to support advertising and promotional campaigns to promote food ordering and delivery on internet which may be undertaken by Fatoore (b) preparation of derivative works of, or incorporate into other works, all or any portion of the marketing materials which will be made by Fatoore for the purposes of its business. Any Content, information or material that the Food Partner transmits or submits to Fatoore either through the Platform or otherwise shall be considered and may be treated by Fatoore as non-confidential, subject to Fatoore’s obligations under relevant data protection legislation. The Food Partner also grants to Fatoore a royalty-free, perpetual, irrevocable, non-exclusive license to use, copy, modify, adapt, translate, publish and distribute world-wide any Content, information or material for the purposes of providing Services under these Terms or to or for the purposes of advertising and promotion of the Platform. The Food Partner agrees that all Content, information or material provided to Fatoore that is published on the Platform, may be relied upon and viewed by Customers to enable them to make informed decisions at the prepurchase stage. 5. Food Partner Menu and Price List: i. Fatoore will display on the Platform the menu and price list for all of its Food Partners. The Food Partner agrees that Fatoore reserves the right to modify and delete certain items from the Food Partner’s menu list at its sole discretion, listed on the Platform, to ensure compliance with Food Safety and Standards Act, 2006, requirements or applicable law in the relevant State or Territory and all other applicable legislation, regulations or regulatory standards. Fatoore shall endeavour to update price lists within 48 hours of being notified of changes (in writing) by a Food Partner. Where the Food Partner has a unilateral right to access Food Partner admin panel or dashboard (subject to Fatoore’s written consent in this regard) to edit and update the Information which is displayed on the Platform by Fatoore, the Food Partner should ensure that it (i) keeps such information true, accurate and updated at all times; and (ii) complies with Fatoore’s internal terms and conditions of use in this regard and (iii) intimates to Fatoore about such change. ii. Food Partner shall provide Fatoore with a separate list of all Pre-Packed Goods which form part of the Food Partner’s menu list, to be listed on the Platform, in the format acceptable to Fatoore. iii. The Food Partner shall ensure that the Pre-Packed Goods listed on the Platform shall have shelf life of 30 percent or forty-five (45) days before expiry at the time of delivery to the Customers. iv. The Food Partner will, at all times, maintain equal or lower prices for all its products offered to the Customers via the Platform as against that made available for sale through its direct channels including dine-in, takeaway or delivery from its own Food Partner or franchise locations or its other channels like websites/apps etc. For the purpose of clarity, pricing of products shall include pricing of food and beverage items, charges for packaging, etc. v. If the Food Partner creates special portion sizes for the Platform, compared to portion sizes on its own channel(s) (i.e., dine-in, delivery or takeaway), pricing should be proportionate or lower for the menu on the Platform. vi. In the event the Food Partner fails to maintain prices as per the aforementioned paras under clauses iv. and v. Fatoore reserves the right to take appropriate action in accordance with its policies, which may be amended from time to time. vii. The Food Partner shall not charge an amount over and above the maximum retail price ("MRP") for all such food and beverage items which have MRP mentioned on them. viii. The Food Partner acknowledges and agrees that Fatoore will use its best endeavours to ensure that the Platform is not misused by the Customers for the placement of erroneous/fraudulent Orders. In the event of an erroneous/fraudulent Order, the Food Partner undertakes to report such an erroneous/fraudulent Order to Fatoore through the Tablet or Fatoore Device or call Fatoore for Fatoore’s action and investigation. In this regard, Fatoore provides a built-in feature(s) in the Merchant Application and web dashboard access that will allow the Food Partner to report such erroneous/fraudulent Orders. ix. Fatoore may perform a variety of marketing activities to promote the Food Partner and the Food Partner's menu; provided, however, that all such marketing activities will be determined in Fatoore’s sole and absolute discretion, and the Platform may be modified or updated, without notice and from time to time, to reflect any such changes. 6. Use of Fatoore Tablet or Fatoore Device: i. In the event Fatoore provides the Food Partner with the Tablet or Fatoore Device, the Tablet or Fatoore Device shall be used by the Food Partner solely for the purpose of: a. Confirming, cancelling and accessing the Order b. Reviewing the particulars underlying the Orders c. Updating the Order status d. Communicating with Fatoore e. Reporting erroneous Orders f. Availing Logistics Services and/or g. Any other use that may be prescribed in writing by Fatoore in this regard. ii. The Food Partner undertakes to use the Tablet or Fatoore Device in compliance with the instructions for use that may be issued by Fatoore from time to time in this regard. In particular, the Food Partner shall not remove the preloaded SIM Card from the Tablet or Fatoore Device and/or make/receive calls, text messages etc. using the SIM Card under any circumstances whatsoever. It is clarified that the SIM Card has been issued to Fatoore (in Fatoore’s name) by a third party telecom service provider and that Fatoore has in turn transferred to the Food Partner a limited right to use this SIM Card, for the duration specified in the Form, exclusively for the purposes of confirming or declining the placement of Orders. iii. The Food Partner acknowledges and agrees that any unauthorized use or misuse of the SIM Card by the Food Partner (i) shall be considered as a material breach of these Terms; and/or (ii) will render the Food Partner liable for action under the relevant applicable laws. iv. On the delivery of the Tablet or Fatoore Device by Fatoore to the Fatoore Device, the Food Partner will be required to acknowledge the receipt of the Tablet or Fatoore Device in writing by executing an Asset Handover Form in the format annexed to the Form. v. The Food Partner acknowledges and agrees that these Terms envisage the grant of a limited, non-exclusive, non-transferable, royalty free license from Fatoore to the Food Partner for the use of the Tablet or Fatoore Device together with the Merchant Application embedded in the Tablet or Fatoore Device (only during the subsistence of these Terms). The Food Partner undertakes to and shall use the Merchant Application and the Tablet or Fatoore Device only for the purposes prescribed under these Terms and that the Food Partner should not violate the intellectual property rights of Fatoore over and in respect of the Tablet and the Merchant Application at any point in time. vi. In the event the Food Partner or its employees or representatives damage the Tablet or Fatoore Device or any of its accessories provided by Fatoore, Fatoore shall replace the same at additional cost to the Food Partner and/or charge the Food Partner for such loss. vii. The Food Partner undertakes to return the Tablet or Fatoore Device along with the accessories (in a full working condition) to Fatoore immediately upon the termination of these Terms or when requested by Fatoore. The Tablet or Fatoore Device will be collected by Fatoore from the Food Partner through its authorized representatives specifically designated by Fatoore to collect the same from the Food Partner. The Food Partner acknowledges and agrees that any failure on part of the Food Partner in returning the Tablet or Fatoore Device (whenever requisitioned by Fatoore or upon the termination of these Terms) will make the Food Partner liable to pay Fatoore towards such failure or appropriate action under applicable laws. viii. The Food Partner acknowledges and agrees that Fatoore is not the manufacturer of the Tablet or Fatoore Device provided hereunder. Therefore, Fatoore cannot provide any warranties or guarantees viz-a- viz the quality, merchantability, durability of the Tablet or Fatoore Device. The Food Partner acknowledges using the Tablet or Fatoore Device keeping the aforementioned information in mind. ix. The Food Partner agrees that Fatoore shall be entitled to recover from the Food Partner, all amounts towards lost and/ or damaged Fatoore Device and/ or Tablet and associated accessories provided to the Food Partner by Fatoore. The Food Partner acknowledges and agrees that Fatoore shall be entitled to recover: a. For refurbished Fatoore Device: (i) in the event of a physical damage, Fatoore shall be entitled to recover the full amount of the Fatoore Device, (ii) for any software issue which occurs within three months from the date Fatoore Device is issued to the Food Partner, Fatoore shall replace the same, however, for any software issue that occurs after three (3)months, Fatoore shall be entitled to recover the full amount of the Fatoore Device. b. For new Fatoore Device: (i) in the event of a physical damage, Fatoore shall be entitled to recover the full amount of the Fatoore Device, (ii) for any software issue which occurs within six months from the date Fatoore Device is issued to the Food Partner, Fatoore shall replace the same, however, for any software issue that occurs after six (6) months Fatoore shall be entitled to recover the full amount of the Fatoore Device. c. INR16,000/- towards lost and/ or damage caused to a Tablet and INR 500/- towards lost and/ or damage caused to accessories of the Tablet or Fatoore Device. 7. Payments Gateway: i. The Food Partner acknowledges and agrees that the Platform will provide the following payment gateway to the Customers for the payment of the Order Value: a. Electronic Payment Gateway b. Redemption of vouchers and/or discount coupons (if any) approved by Fatoore. ii. The Food Partner acknowledges and agrees that Fatoore will provide the Food Partner with a monthly invoice within a period of 7 (seven) days from the last date of the preceding month for the Platform Fee, Payment Gateway Fee, refund charges, One Time Sign Up Fee (if any) and other amounts, charges that is payable by the Food Partner to Fatoore in respect of the applicable Orders. iii. Invoices will be sent to the Food Partner by email. All invoices shall be issued from the respective state registered office of Fatoore from where the Services are being performed by Fatoore in order to comply with the provisions of Goods & Services Tax (GST) laws applicable in India. The list of respective state Fatoore’s registered offices of Fatoore across India is available at Licenses. iv. The Food Partner acknowledges and agrees that all amounts that are payable to Fatoore under these Terms shall be exclusive of the applicable taxes and that all applicable taxes will be charged separately. 8. Obligations of Parties in Case of Online Payment Orders i. The Food Partner must meet all of the following requirements when it receives an online payment Order: a. Ensure that it does not receive any additional payment from a Customer when payment has been made online by a Customer; b. Follow all special instructions contained on the Order receipt or as communicated by Service Operator; and c. Obtain a signature from the Customer acknowledging receipt of the Order when the Food Partner undertakes delivery of the Orders independently or through third parties, other than Fatoore. ii. If the Food Partner has not complied with the delivery instructions (as set forth in this Order receipt) or has supplied bad quality Goods to the Customer, whereby Fatoore has (pursuant to the Customer’s complaint) been constrained to refund the Order Value to the Customer ("Problem Order") in any manner, the Food Partner acknowledges and agrees that the Food Partner will not be paid for such Problem Order and that if the Food Partner has already received the Order Value from Fatoore in respect of such Problem Order (subject to the appropriate reductions under Clause 10), Fatoore will have a right in accordance with these Terms to deduct or offset such amount from or against any monies that are owed by Fatoore to the Food Partner (in respect of future Orders) under these Terms. iii. Food Partner shall disclose all relevant details pertaining to Problem Order(s) with Fatoore, if required by Fatoore. iv. Fatoore will communicate promptly with its bank if it becomes aware of any fraud having been committed by a Customer. 9. Payment Settlement Process: i. The Food Partner acknowledges and agrees that any Order Value which is collected by Fatoore for, and on behalf of, the Food Partner in accordance with these Terms, shall be passed on by Fatoore to the Food Partner subject to the deduction of the following amounts (as applicable) by Fatoore from such Order amount: a. Platform Fee (online paid Orders) b. Amount of Payment Gateway Fee due from Food Partner; c. Amount of tax collected by Fatoore in case of Food Partner Service provided by Food Partner though the Fatoore Platform; and d. Any other amount that are due to Fatoore under the Form or on account of other services availed by Food Partner from Fatoore, to which specific consent of the Food Partner is accorded. ii. The Parties acknowledge and agree that after the deduction of the aforementioned amounts, Fatoore shall remit the Order Value due to the Food Partner on a weekly settlement basis(or within a period of 6 bank working days if opted for by the Food Partner in the Form) from the date the payment of the Order Value is received by Fatoore. For weekly settlement of the Order Value, the Parties acknowledge and agree that after the deduction of the aforementioned amounts, Fatoore shall remit the Order Value due to the Food Partner on a weekly basis after allowing reasonable time for adjustments towards Orders for which the Customers have either refused to pay or have claimed a refund, as applicable (but in accordance with the guidelines prescribed by Reserve Bank of India for payment systems and nodal account) ("Payment Settlement Day"). The Payment Settlement Day for Orders serviced from Monday to Sunday shall be on or before Thursday of the following week. If the Payment Settlement Day falls on a bank holiday it shall be the following working day. iii. Notwithstanding anything to the contrary contained in these Terms or the Form, the Food Partner, on behalf of itself and all its affiliates, hereby unconditionally and irrevocably authorises Fatoore to set off, withhold and deduct any amounts owed by the Food Partner or its affiliates to any Fatoore Group Company under any agreement, arrangement or understanding between the Fatoore Group Company and the Food Partner or its affiliates, from the Net Order Value, and apply such amounts towards the dues owed by the Food Partner or its affiliates to the Fatoore Group Company. Without prejudice to the other provisions of the Form or these Terms, and solely for the purposes of this Clause 10 (iii), the Food Partner hereby agrees, acknowledges and confirms that the amounts so set off, withheld and applied in the aforesaid manner shall be deemed to form part of the Platform Fee payable by the Food Partner to Fatoore under the Form and these Terms. For purposes of the provisions of this clause 10(iii), the term Fatoore Group Company shall be deemed to include any of Fatoore's current and former, direct and indirect, subsidiaries and/or controlled affiliates as well as any successor to Fatoore or all or any material portion of the businesses and/or assets of Fatoore or any successor thereto or any of its direct and indirect, subsidiaries and/or controlled affiliates. 10. Charges: In consideration of the Services offered by Fatoore to the Food Partner, the Food Partner undertakes to pay to Fatoore charges including Platform Fee, Payment gateway charges, at the rates set out in the Form. The Food Partner acknowledges and agrees that where Fatoore extends additional support services to the Food Partner and/or Customers and incurs corresponding support costs, or where Fatoore issues refunds to the Customers on account of acts or omissions attributable to the Food Partner, including but not limited to, frequent rejection or time-out of Order(s), delay in accepting or handing over the Order(s), poor quality food, missing or incorrect item, poor quality packaging, etc, as may be communicated to the Food Partner in the periodic reports, Fatoore reserves the right to charge additional amount(s) as highlighted below: Description Charges and Deductions Effective from Remarks Charges for Orders requiring support: a. If Orders requiring support exceed more than 5% of weekly Order volume: INR 10.00 per Order for all Orders requiring support Effective Date Exception for new Food Partner for two (2) weeks from the Effective Date. The Food Partner agrees that this amount will be deducted from its ongoing pay-outs charges for Food Partner rejected Orders. b. If weekly, Food Partner rejected Orders exceed more than 0.5% of weekly Order volume: 10% of the Net Order Value of all Food Partner rejected Orders, for the relevant week(s). c. If weekly Food Partner rejected Orders exceed more than more than 2% of weekly Order volume: 25% of the Net Order Value of all Food Partner rejected Orders, for the relevant week(s)Effective Date Exception for new Food Partner for two (2) weeks from the Effective Date. The Food Partner agrees that this amount will be deducted from its ongoing pay-outs. Orders requiring support: Orders where support teams extend additional support to mitigate customer escalations including but not limited to, delay in accepting or handing over the Order(s), poor quality food, missing or incorrect item, poor quality packaging etc. Food Partner rejected Orders: Orders which are not accepted (i.e., on account of rejection or inaction resulting in time-out) by the Food Partner or accepted but not fulfilled by the Food Partner. From time to time, Fatoore may change the fees for the Services, including without limitation the Platform Fee rates, Payment Gateway Fee, any other charges/fees or include any additional charges/fee, with intimation to the Food Partner seven (7) days prior to the date such change(s) or additional charges are to take effect. 11. Taxes: Notwithstanding anything to the contrary herein, the Food Partner is, and will be, responsible for all taxes, payments, fees, and any other liabilities associated with the computation, payment, and collection of taxes in connection with Customer Orders for supply other than Food Partner Service and the Food Partner’s use of the Platform and Fatoore Services. Fatoore may charge and collect applicable taxes from Customers on behalf of the Food Partner in accordance with instructions provided by the Food Partner and/or applicable law; and, in which case, Fatoore will collect such tax solely on behalf of the Food Partner and shall pay such amount collected to the Food Partner. The Food Partner shall be solely responsible for verifying amounts collected, filing the appropriate tax returns, and remitting the proper amount to the appropriate tax authorities. Taxes shall include all applicable taxes due in relation to the sale of food and beverages, including pick-up and delivery services (if applicable), by the Food Partner. It is clarified that Fatoore will not be liable for payment of any Taxes that the Food Partner is liable to pay in connection with supply other than Food Partner Services which shall be provided by the Food Partner to the Customers in accordance with these Terms and that the Food Partner hereby undertakes to indemnify, defend and hold harmless, Fatoore and each of its affiliates and (as applicable) all of their directors, officers employees, representatives and advisors against any tax liability that may arise against Fatoore on account of the non-payment of Taxes by the Food Partner under these Terms. Food Partner will be required to deposit relevant taxes, including tax deducted at source (TDS) on the commission payable to Fatoore. However, in case where Fatoore withholds its Platform Fee before remitting the settlement dues to the Food Partner, Fatoore shall refund the TDS to the Food Partner subject to submission of the TDS certificate on a quarterly basis within sixty (60) days from the end of the quarter. Tax paid by Fatoore on Food Partner Service under GST laws ('Tax u/s 9(5') of Central Goods and Services Tax Act, 2017: W.e.f. 01 January 2022, notwithstanding anything to the contrary herein, Fatoore is, and will be, responsible for payment and collection of taxes in connection with Customer Orders of Food Partner Service. Fatoore will collect applicable taxes from Customers on behalf of the Food Partner in accordance with GST laws and deposit the same to the proper amount to the appropriate tax authorities. Taxes shall include all applicable taxes due in relation to the supply of Food Partner Service including pick-up and delivery services (if applicable), by the Food Partner. Food Partner(s) will be required to deposit relevant taxes, including tax deducted at source (TDS) on the commission payable to Fatoore. However, in case where Fatoore withholds its Platform Fee before remitting the settlement dues to the Food Partner, Fatoore shall refund the TDS to the Food Partner subject to submission of the TDS certificate on a quarterly basis within sixty (60) days from the end of the quarter. For the purpose of clarification, as per Section 9(5) of Central Goods and Services Tax Act, 2017, with effect from 1 January 2022, tax on supply of specified Food Partner Service supplied by Food Partner(s) through e-commerce platform shall be paid by such e-commerce operators. Tax collected at source: W.e.f. 01st October, 2018, Fatoore is required to collect taxes at source on Gross Sales (less applicable taxes charged by Food Partner(s) on Supply of Food and Beverages Items other than supply of Food Partner Service, at such rates as required by the applicable tax laws (“TCS”). The TCS shall be collected on the date of acceptance of Order. The Food Partner shall be solely responsible to provide correct GSTIN details to Fatoore and reconcile the TCS with the tax statements provided by Fatoore from time to time, as required by applicable laws. Fatoore shall remit TCS to the respective Central Government and State Government/Union Territory and such remittance(s) shall be considered as complete fulfilment of Fatoore's obligations in this regard. TheFood Partner may be eligible to claim TCS credit on the basis of tax returns filed by it with the relevant government/statutory/tax authorities. Food Partner acknowledges and agrees that in the event of any discrepancy between the tax returns/entries filed by Food Partner and those filed by Fatoore, the tax returns/entries present and filed by Fatoore shall have a precedence over the tax returns/entries filed by Food Partner. Fatoore shall share a monthly TCS statement along with invoice with Food Partner to report transactions undertaken during the month in its applicable returns. Tax Deducted at Source under Income Tax Act (‘TDS u/s 194-O’): W.e.f. 01st October, 2020, Fatoore is required to deduct taxes at source from the amount for all Orders that are settled via Fatoore’s Platform. TDS u/s 194-O shall be applied on Gross Sales (less applicable taxes charged by the Food Partner) as per the applicable tax law on the rate as applicable and amended from time to time. Fatoore hereby clarifies that TDS u/s 194-O shall be deducted under the Payment Settlement Process set out in the Form and these Terms. The Food Partner shall be solely responsible to provide correct PAN details to Fatoore and reconcile the income tax deducted with the order transaction report and certificates provided by Fatoore from time to time. Fatoore shall remit income tax deducted to the respective Government account and report against the PAN as available on Fatoore records. Such remittance(s) and reporting shall be considered as complete fulfilment of Fatoore's obligations in this regard. Fatoore will share a quarterly TDS certificate with Food Partner as per applicable tax law. The Food Partner may be eligible to claim credit of the income tax deducted on the basis of tax returns filed by it with the relevant government tax authorities. Food Partner acknowledges and agrees that it is the Food Partner’s responsibility to reconcile and claim correct credit for the income tax deducted for which the Food Partner may be eligible as per the applicable laws. Food Partner also agrees that in the event of any discrepancy between the returns filed by the Food Partner and those filed by Fatoore, the amount reported by Fatoore shall have a precedence over the tax returns filed by the Food Partner. Any discrepancy identified at the time of reconciliation by the Food Partner should be brought to the attention of Fatoore within a period of fifteen (15) days from the date of receipt of TDS Certificate. Any delay on this account will relieve Fatoore of any obligation to undertake a corrective action to resolve the discrepancy. Under no circumstances, Fatoore shall entertain any discrepancy in the reported value after 31st July of the year following the financial year to which the transactions were undertaken and reported. Food Partner agrees and acknowledges that Fatoore shall not be held liable in any manner in the event the Food Partner does not receive the benefit of income tax deducted due to incorrect particulars provided by the Food Partner to Fatoore. 12. Confidentiality i. Other than for provision of Service(s) by Fatoore, Fatoore does not share any other information of the Food Partner with third parties unless requisitioned by government authorities.ii. Other than for the purpose of availing Service(s) from Fatoore, the Food Partner must not disclose any confidential information about Fatoore, including but not limited to these Terms, its business strategies, pricing, revenues, expenses, Customer Data, and Order information to third parties. 13. Warranty and Indemnity i. Food Partner warrants that if the Food Partner ceases to do business, closes operations for a material term or is otherwise unable to offer services to Customers it will inform Fatoore promptly. Where the Food Partner neglects to do so, whether by omission or fault, Fatoore will not be held responsible for any liabilities, whether financial or otherwise. ii. Food Partner warrants that it will not offer for sale any potentially hazardous food, alcoholic beverage, tobacco product, or any other item prohibited by law. iii. Fatoore warrants that it will undertake its obligations with reasonable skill and care. iv. Fatoore does not guarantee or warrant that the Platform, Application, Tablet, Fatoore Device, software, hardware or services will be free from defects or malfunctions. If errors occur, it will use its best endeavours to resolve these as quickly as possible. v. Food Partner warrants that it complies and will remain compliant with the Food Safety and Standards Act, 2006, Legal Metrology Act, 2009 and the applicable rules and regulations made thereunder and any other requirements or applicable law in the relevant State or Territory and all other applicable legislation, regulations or standards. vi. Food Partner warrants to procure and keep valid during the subsistence of these Terms, all requisite licences and/or registrations thereunder and provide copy of such licences and/or registrations to Fatoore prior to availing the Services. vii. The Food Partner agrees to indemnify and hold Fatoore (and its directors, officers, agents, representatives and employees) harmless from and against any and all claims, suits, liabilities, judgments, losses and damages arising out of or in connection with any claim or suit or demand: a. By a customer (or any party on whose behalf a Customer has been acting), for reasons not attributable to the Service. b. By a customer (or any party on whose behalf a Customer has been acting) or any third party In respect of, arising out of or relating to the Content, Information or material provided by the Food Partner to Fatoore, to be listed on the Platform. c. In respect of, arising out of, or in connection with, Food Partner Services (or any other services actually or purportedly offered in respect of or connected to the Food Partner Services) and delivery of such Food Partner Services when undertaken by the Food Partner; d. In respect of or connected to the collection or payment of applicable taxes in any way connected to these Terms or any matter or goods or services under or arising from it (e.g. Services); e. In respect of quality of the Food Partner Services provided by the Food Partner. f. In respect of the warranties provided by the Food Partner in Clause 13 (Warranty and Indemnity) hereto. g. Relating to harm caused by the Food Partner supplying any unsafe Food Partner Services, any product failure, defect or hazard in any Food Partner Services supplied or sold by the Food Partner or inadequate instructions or warnings provided to Customers pertaining to any hazards arising from or associated with the use of any Food Partner Services supplied or sold by the Food Partner h. Brought either by Fatoore and/or third party on account of misuse, abuse, cheating, fraud, misrepresentation carried out by the Food Partner. i. In respect of, arising out of or in connection of any use of the Customer Data, not in accordance with the Terms and/or the applicable law; j. For any misleading or incorrect or false, information or data provided by the Food Partner. k. Misuse and/ or unauthorised or fraudulent use of SIM card provided along with Fatoore Tablet/ Fatoore Device. l. Damage or loss to the Tablet / Fatoore Device. viii. The Food Partner acknowledges that it supplies certain rights to Fatoore to enable Fatoore to provide services to the Customer. Fatoore will not be liable for any applicable taxes liability in respect of Supply of Foods and Beverages Items other than Food Partner Service by Food Partner to Customers and the Food Partner hereby indemnifies Fatoore against any applicable taxes it may become liable for arising out of such transactions. 14. Customer Data The Food Partner agrees that the Food Partner will only use the Customer Data in fulfilling the applicable Customer Order and in complying with the Food Partner's obligations in this Form, and the Food Partner agrees that Customer Data will not be used to enhance any file or list of the Food Partner or any third party. The Food Partner represents, warrants, and covenants that it will not resell, broker or otherwise disclose any Customer Data to any third party, in whole or in part, for any purpose whatsoever. The Food Partner agrees it shall not use the Customer Data for sending any unsolicited marketing message, announcements and for feedback purposes, and shall be solely liable to ensure that any third party with whom Customer Data is shared complies with the restrictions set forth herein. The Food Partner agrees that it will not copy or otherwise reproduce any Customer Data other than for the purpose of fulfilling the applicable Customer Order. The Food Partner (and any other persons to whom the Food Partner provides any Customer Data) will implement and comply with reasonable security measures in protecting, handling, and securing the Customer Data. If any Customer Data is collected by the Food Partner (or otherwise on its behalf), the Food Partner shall ensure that it (and any applicable third parties) adopt, post, and process the Customer Data in conformity with an appropriate and customary privacy policy. For purposes of this Form, the restrictions set forth herein on the Food Partner's use of Customer Data do not apply to: (a) data from any Customer who was a customer of Food Partner prior to the Food Partner using the Platform or the Fatoore Services, but only with respect to data that was so previously provided to the Food Partner by such Customer; or (b) data supplied by a customer directly to the Food Partner who becomes a customer of the Food Partner and who explicitly opts in to receive communications from the Food Partner for the purposes for which such Customer Data will be used by Food Partner; and, provided in all cases, that the Food Partner handles and uses such Customer Data in compliance with applicable Laws and the Food Partner's posted privacy policy. 15. Term and Termination The arrangement between parties shall start on the Execution Date and unless terminated earlier under this clause shall continue indefinitely. Either Party may terminate the arrangement, with or without cause, at any time upon seven (7) days prior written notice to the other party. Fatoore may terminate the arrangement or suspend the Services of the Food Partner with immediate effect if: a. The Food Partner fails to conduct its business in accordance with these Terms and /or in accordance with the information given to Fatoore, such as Food Partner proprietary rights, opening hours, delivery areas, delivery conditions, nature of food served or prices; b. The user experience for the Food Partner is not found satisfactory as per the Fatoore standards c. For a continuous period of 14 days, the Food Partner fails to deliver Order(s) which are not fraudulent or unintentional. d. Upon the happening of any of the insolvency events such as bankruptcy, appointment of receiver, administrator, liquidator, winding up, dissolution. e. Fatoore identifies any fraudulent or suspicious activity on the Food Partner’s account; f. The Food Partner fails to comply with Applicable Law and/or these Terms and/or g. In case Fatoore conducts any investigation to ensure Food Partner’s compliance with the Applicable Law and/or these Terms. Parties may terminate their arrangement with immediate effect by notice in writing to the other party if the other party commits a material breach, which, in the case of a material breach capable of remedy, is not remedied within 14 days after written notice is given to the breaching party, specifying the default. Termination of the arrangement: (a) in accordance with its Terms, shall not affect the accrued rights or liabilities of the parties at the date of termination; and (b) shall have no effect on: (i) the validity of Services already issued to Customers; or (ii) Food Partner’s obligations to pay for Services availed in accordance with this Agreement. Fatoore, at its sole discretion, reserves the right to suspend and/or terminate the Services immediately with a prior notice to the Food Partner on account of any alleged or threatened or actual (a) suspicious activity; and /or (b) breach of any intellectual property right of Fatoore or any third party by the Food Partner; and/or (c) any false misrepresentation by the Food Partner; and/or (d).fraudulent activity. The Food Partner hereby agrees and acknowledges that in addition to the aforementioned right to terminate and/or suspend the Services, Fatoore shall also have the right to withhold, set off and deduct any payments that may be due to the Food Partner from Fatoore. Without prejudice to the other provisions of the Form or these Terms, and solely for the purposes of this Clause, the Food Partner hereby agrees, acknowledges and confirms that the amounts so set off, withheld and applied in the aforesaid manner shall be deemed to form part of the Platform Fee payable by the Food Partner to Fatoore under the Form and these Terms. 16. Notice requirements Factors that prevent you from fulfilling your obligations towards Fatoore or Customers should promptly be reported to Fatoore by contacting the account manager appointed by Fatoore or by writing an email to info@fatoore.com. 17. Disclaimers To the fullest extent permitted by law, Fatoore and its affiliates, and each of their respective officers, directors, members, employees, and agents disclaim all warranties, express or implied, in connection with this Form, the Platform and the Fatoore services and any use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Fatoore makes no warranties or representations about the accuracy or completeness of the content and data on the Platform or the Fatoore services' content or the content of any other websites linked to the website, and assumes no liability or responsibility for any (a) errors, mistakes, or inaccuracies of content and materials, (b) personal injury or property damage, of any nature whatsoever, resulting from the Food Partner's access to and use of the Platform and the Fatoore services, (c) any unauthorised access to or use of Fatoore' servers and/or any and all personal information and/or financial information stored therein, (d) any interruption or cessation of transmission to or from the website or otherwise with respect to the Fatoore services, (e) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the website or the Fatoore services by any third party, and/or (f) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the website or the Fatoore Services. 18. Limitation of Liability For the purposes of this clause, "Liability" means liability in or for breach of contract, negligence, misrepresentation, tortious claim, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Form, including liability expressly provided for under this Form or arising by reason of the invalidity or unenforceability of any term of this Form. Fatoore does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, Fatoore shall not be under any Liability for loss of actual or anticipated profits, loss of goodwill, loss of business, loss of revenue or of the use of money, loss of contracts, loss of anticipated savings, loss of data and/or undertaking the restoration of data, fraudulent Orders, any special, indirect or consequential loss, and such liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of any doubt, this clause shall apply whether such damage or loss is direct, indirect, consequential or otherwise. Although Fatoore will use its best endeavours to ensure that the unintentional operational errors do not occur, Fatoore cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, Fatoore’s aggregate liability under this Form shall not exceed the total value of the Order under which the claim arose. 19. Miscellaneous i. Governing Law and Dispute Resolution: This Form shall be governed by the Laws of India, for the time being in force and the courts of Noida (U.P) shall have the exclusive jurisdiction to preside over matters arising hereunder. Parties shall first endeavour to resolve their disputes amicably within fifteen (15) days from the date on which the dispute was first notified. Failing which, the dispute shall be referred to court. ii. Waiver: The failure of either party to assert any of its rights under the Form, including, but not limited to, the right to terminate the Form in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right thereafter to enforce each and every provision of the Form in accordance with these Terms. iii. Invalidity or unenforceability of any provision of or right arising pursuant to these Terms shall not adversely affect the validity or enforceability of the remaining obligations or provisions. iv. No third party rights: No term of this Form shall be enforceable by a third party. v. No assignment: The Food Partner must not assign, transfer, charge or otherwise encumber, create any trust over or deal in any manner with this Form or any right, benefit or interest under it, nor transfer, novate or subcontract any of the Food Partner’s obligations under it. vi. Independent contractors: The Form does not create any agency, employment, partnership, joint venture, or other joint relationship. Fatoore and the Food Partner are independent contractors and neither has any authority to bind the other. vii. Change of control: The Food Partner acknowledges that the business and assets of Fatoore may be sold in the future and consents to the transfer or disclosure of its personal Information and this Form to any purchaser of the business of Fatoore or its assets if that outcome occurs. viii. Acceptance to Fatoore’s Privacy Policy: by signing the Form, the Food Partner acknowledges and agrees to be bound by Fatoore’s privacy policy. Food Partner will immediately notify Fatoore if it becomes aware of or suspects any unauthorised use or access to the user data or any other Confidential Information of Fatoore, and shall cooperate with Fatoore in investigation of such breach and the mitigation of any damage. 20. Modification Fatoore may modify these Terms from time to time, and any such changes will (i) be reflected on the Website, and (ii) be effective immediately upon the changes being reflected on the Platform. The Food Partner agrees to be bound to any such changes or modifications and understands and accepts the importance of regularly reviewing these Terms as updated on the Platform. Further, in the event Fatoore upgrades, modifies or replaces the Services ("Service Modifications'') offered to the Food Partner, Fatoore will notify the Food Partner prior to making the same and give the Food Partner the opportunity to review and comment on the Service Modifications before continuing to use the Service or any alternative service offered by Fatoore. The Service Modifications will also be reflected on the Platform. If the Food Partner continues to use the Service or any alternate service offered by Fatoore, following any notice of the Service Modifications, it shall constitute the Food Partner’s acceptance of such Service Modifications.