RESTAURANT PARTNER ONBOARDING AGREEMENT

DEFINITIONS

• “Affiliate” for the purpose of this Agreement shall mean with respect to any party, any Person directly or indirectly controlling or controlled by, or under the direct or indirect common control with such party.
• “Agreement” means this agreement between the Company & Restaurant Partner.
• “Applicable Law” for the purpose of this Agreement shall mean & include all applicable laws, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, policies, notices, circulars, directions, judgments, decrees, permit, license, authorization or any other decision of the governmental authority (including central, state or any other political subdivision thereof or any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions), having or purporting to have jurisdiction over any of the Parties, their operations, or the transaction contemplated in this Agreement.
• "Calendar Month" means a month as named in the English calendar.
• "Commission" means the amount payable by the Restaurant Partner to www.gintaa.com/gintaa-food , being zero commission of Net Sales as set out in the Form.
• “Cataloguing Guidelines” for the purpose of this Agreement means any guidelines prescribed by the Company from time to time relating to the catalogue of the food and beverages and related content and shall include any Image Guidelines which the Company may frame from time to time for uploading and hosting of images of the Products on the Portal.
• “Confidential Information”: for the purpose of this Agreement Confidential Information shall mean and include, whether whole or any part or any combination of:
• operational, technical, financial information and data,
• technical knowhow, trade secret, business practices,
• details of current activities and current and future business activities, strategies and tactics including (without limitation) relating to services, management, advertising, sales and marketing, the acquisition or disposal of a company or business or part thereof or any proposed expansion or contraction of activities.
• clients and customers and details of their particular requirements and businesses and the terms of the business with them.
• details of employees and officers of the Company or any Group member and of the remuneration and other benefits paid to them.
• costing, profit margins, discounts, rebates, pricing, payment and credit policies and other financial information and procedures and systems for the foregoing whether of the Company or any client, customer, supplier or business Associate of the Company.
• any document or intangible material clearly marked “confidential” information which the Employee is informed or is aware to be confidential or which has been given the Company in confidence by clients, customers, suppliers, agents, business, associates or other persons.
• any pending patent application,
• information about any Joint venture, strategic partnership, technology transfer, or
• any other information the very nature of which is confidential, in respect of the Company and / or the misuse of which might lead to any loss or damage to the business or goodwill of the Company.
• “Customer” means the end user who purchases any food on the Restaurant Partner through gintaa.com
• "Delivery Charges" means the delivery fee chargeable by the Restaurant Partner Delivery Partner from the Customers on each Order where www.gintaa.com/gintaa-food facilitates delivery of an Order to the Customers.
• "Electronic Payment Mechanism" means the online and mobile based payment mechanisms including the third party payment gateways, credit card/debit card/net banking transfer and/or e-wallets and/ or www.gintaa.com/gintaa-food credits that are available on the Platform for the purposes of facilitating the payment of the Order Value by the Customer.
• “Ginta Food” means the Company or the Portal as the case may be.
• “Governmental Authority” for the purpose of this Agreement shall mean and include any national, state, provincial, local or similar government, regulatory or administrative authority, branch, agency, any statutory body or commission or any non-governmental regulatory or administrative authority, body or other organization to the extent that the rules, regulations and standards, requirements, procedures or orders of such authority, body or other organization have the force of law or any court, tribunal, arbitral or judicial body.
• “GST” for the purpose of this Agreement means the goods and service tax as levied under the Central Goods and Services Tax Act and Rules (CGST), Integrated Goods and Services Tax Act and Rules (IGST), State Goods and Services Tax Acts and Rules (SGST) levied by the States, Union Territory Goods and Services Tax Act and Rules (UTGST) levied by the Union Territories, and all related cesses, duties, and taxes.
• “Intellectual Property Rights” for the purpose of this Agreement means any right that is, or may be granted regarding patents, copyrights, designs, labels, know how, trade names, trademarks, service marks, logos and other distinctive brand features or business identifiers, technical information and equivalents of the foregoing, and all other intellectual property rights of whatsoever nature, whether registered or unregistered, including rights in any applications or registrations for any of the foregoing and their respective renewals, continuations and extensions in any state, country or jurisdiction.
• "Multiple Outlet Entity" means the Restaurant, which has more than one outlet under the same ownership providing Restaurant Services.
• "Net Sales" means the Gross Sales less applicable taxes charged by the Restaurant and delivery charge and any similar charges levied by the Restaurant (if any).
• "One Time Sign–Up Fee" means a onetime non-refundable amount set out in the Form, payable by the Restaurant Partner when availing the Services for the first time from www.gintaa.com/gintaa-food .
• “Optional Services" means the optional services offered to the Restaurant Partner by www.gintaa.com/gintaa-food from time to time.
• "Order" means the placement of an order by the Customer with the Restaurant Partner for the purchase of any item via the Platform.
• "Order Value" means the amount which is payable by the Customer upon placement of an Order with the Restaurant Partner on the Platform for the Restaurant Services.
• "Packaging Standards” means packaging requirements and guidelines as may be determined by the Company from time to time.
• "Parties" means www.gintaa.com/gintaa-food and the Restaurant Partner.
• "Payment Mechanism Fee" means the amount payable by the Restaurant Partner to www.gintaa.com/gintaa-food , being a % of Order Value including taxes less any charge not levied by Restaurant but collected by www.gintaa.com/gintaa-food ;
• “Permits” means any and all licenses, clearances, authorisations, approvals, exemptions, filings, reports, rulings, certifications, consents, permits, sanctions, orders, registrations, waivers or variances as may be required, or is required to be obtained or undertaken, as the case may be, by the Parties under Applicable Laws in connection with this Agreement, or necessary for the performance of the parties obligations set out herein.
• “Person” means any individual natural person of more than 18 years of age, any company, corporation, partnership or LLP, Hindu Undivided Family, trust or other enterprise (whether incorporated or not), union, association, Government (Central or State or otherwise), or any agency or department thereof and shall include their respective successors, and in the case of an individual, shall include his/her legal representatives, administrators, executors and heirs and in case of a trust shall include the trustee or trustees for the time being in force.
• “Portal” shall mean the website www.gintaa.com/gintaa-food or the mobile App called gintaa app and shall mean and include the expression Ginta Food or www.gintaa.com/gintaa-food wherever appearing in this agreement (including the webpages contained or hyperlinked therein and owned or controlled by www.gintaa.com/gintaa-food ), and such other media or media channels, devices, mobile applications, software, or technologies as www.gintaa.com/gintaa-food may choose from time to time.
• "Pre-Packed Goods" means any food or 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.
• “Price” means the price of the Products that are listed for sale to the Customers on the Portal, which shall be exclusive of GST and freight charges, wherever applicable, and which shall be payable by the Customers in such mode and manner as acceptable to the Company.
• “Products” shall mean the food and beverages as offered for sale by way of menu of the Restaurant Partner in accordance with this Agreement.
• "Restaurant Partner Compensation Policy" means the compensation policy available at https://gintaa.com/legal/food/restaurant-terms-condition and applicable to the Restaurant Partner in the event an Order is cancelled or rejected for reasons not attributable to the Restaurant Partner.
• "Restaurant" means a commercial establishment(s) for which the Restaurant Partner is entering this Agreement, and from where the Restaurant Services are made available to the Customer, moreover wherein the food and beverage items are prepared and/or delivered to the Customer.
• "Restaurant Partner" means the entity/ individual being the legal owner of the Restaurant as mentioned in the Form.
• "Restaurant 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 Restaurant, listed and advertised by the Restaurant Partner on the Platform.
• "Service Operator" means the www.gintaa.com/gintaa-food operated centralized system used for receiving Orders from Customers through the Customer Application and transmitting those to the Restaurant Partner.
• "Services" means the following services offered by www.gintaa.com/gintaa-food to the Restaurant Partner, on and from the effective date, for the provision of Restaurant Services by the Restaurant Partner to the Customer through the Platform:
• listing of the Menu and the price list supplied by the Restaurant Partner in respect of the Restaurant Services on the Platform;
• Order placement mechanism for the purchase of Restaurant Services by the Customer from the Restaurant Partner on a real time basis;
• payment mechanism for the payment of the Order Value by the Customer; and
• . Customer’s and Restaurant Partner complaint redressal services in respect of the functioning of the Platform.
• Logistics Services (if applicable).
• “Single Outlet Entity” means the Restaurant, which has only one outlet providing Restaurant Services.
• “System” means an electronic portal through which Restaurant Partners will list, and provide and/or access information in relation to the sale of Products.

Registration of the Restaurant Partner

Restaurant Partner confirms that it has registered itself with the Platform by following the registration process of the Portal and by furnishing necessary data as KYC, accepting the Terms & Conditions AND that it is aware that the Company reserves the right to deny or delete the Restaurant Partners’ account, if the Company finds that incomplete, inaccurate, or false information or documentation has been provided to the Company during the on-boarding process. The Company can verify the information provided and updated by Restaurant Partner any time during the term of this Agreement.

Commencement & Tenure:

The Agreement shall be deemed to have come into force with effect from the date of registration of the Restaurant Partner with gintaa.com and shall be in force till Terminated as per the Termination Clause hereunder.

Compliance as to Products:

• Restaurant Partner shall strictly follow the Cataloguing Guidelines of the Company and shall not offer for sale any food and beverages without following the Cataloguing Guidelines.
• The Restaurant Partner assures that it shall ensure best quality of products at all point of time.
• Restaurant Partner shall ensure that any product he is offering for sale are in strict compliance with the provisions of
• Legal Metrology Act, 2009, including but not limited to the provisions of the Legal Metrology (Packaged Commodities) Rules, 2011.
• Consumer Protection Act, 2019, and the rules made thereunder including but not limited to the provisions of the Consumer Protection (E-Commerce) Rules, 2020 AND
• The Trade Marks Act, 1999,
• The Patents Act, 1970 (as amended in 2005),
• The Copyright Act, 1957, Designs Act, 2000.
• The Geographical Indications of Goods (Registration and Protection) Act, 1999,
• Food Safety and Standards Act 2006, and shall comply with all applicable provisions of the said Act and all rules and regulations made thereunder.
• Drugs & Cosmetics Act and Rules as amended time to time, wherever applicable
• Emblems and Names (Prevention of Improper Use) Act, 1950.
• BIS, wherever applicable
• The Menu shall be subject to review by the Company.
• Restaurant Partner shall, at all times, ensure that the Products do not infringe upon the Intellectual Property Rights of any Person.

Transaction Mechanism

• The Customer shall place an Order on the www.gintaa.com/gintaa-food after selecting the Products from the Menu of the Restaurant Partner by paying for the Product using the Payment platform provided by www.gintaa.com/gintaa-food .
• Immediately upon receiving the Order www.gintaa.com/gintaa-food shall forward the Order to the Restaurant Partner.
• Immediately upon receiving the Order from www.gintaa.com/gintaa-food the Restaurant Partner shall start preparing and packing the food and / or beverage and assign its own delivery staff for delivery of the same.
• Once the food and / or beverage is ready to be delivered, the Restaurant Partner shall notify www.gintaa.com/gintaa-food that the food is ready and shall arrange the same to be delivered by its own delivery staff.
• The Restaurant Partner shall within 72 hours of each delivery raise an Invoice, correct and complete in every respect, on the Company for payment of amounts due for delivery of the Products in terms of the Order issued by the Company.
• The Company shall make payment of the undisputed invoiced amounts to the registered bank account of the Restaurant Partner within next 72 hours from the receipt of that invoice. The amount paid by the Company to the Restaurant Partner under such invoices would be inclusive of GST. The Restaurant Partner shall bear the liability of any GST and pay them to the concerned tax authorities in accordance with Applicable Laws. The Company shall not be liable for any failure to make payments to the Restaurant Partner on account of incomplete or inaccurate information provided by the Restaurant Partner with respect to its registered bank account.
• The Restaurant Partner shall file tax returns under GST laws within the statutory time limit and pay all due taxes.

www.gintaa.com/gintaa-food ‘s Obligation

www.gintaa.com/gintaa-food will

• list Restaurant Partner’s menu and the price list on the Platform;
• transfer to the Restaurant Partner the amounts received from the Customers in accordance with agreed Terms set out herein.
• display on the Platform, on a best effort basis, all necessary information provided by the Restaurant Partner.
• retain the right to change the rate of taxes on the Menu item list shared by the Restaurant Partners for listing on the Platform.
• transmit the Orders placed by the Customer with the Restaurant Partners on a real time basis.
• Gintaa Food will redress on best effort basis the Customers and the Restaurant Partner’s complaints in respect of the functioning of the Platform
• Only be responsible for providing (i) a Platform to the Restaurant Partner to list, offer and sell the Restaurant Services to the Customers and that Gintaa Food will not be responsible or liable for (i) the quality of the Restaurant Services listed and advertised on the Platform; and/or (ii) the processing of the Orders which have been placed by the Customers with the Restaurant Partner on the Platform; and/or (iii) any delay in preparation of the Order by Restaurant Partner; and/or (iv) any delay in delivery of the Order to the Customer by Restaurant Partner.
• suspend the Restaurant Partner’s account if the Restaurant Partner is found non-compliant with the Food Safety and Standards Act, 2006 and the rules, regulations, licenses, standards and guidelines issued thereunder from time to time.

Restaurant Partner‘s Obligation

The Restaurant Partner shall

• not discriminate while servicing Orders received from Customer ordering via the Portal.
• Not provide any preferential treatment to customers ordering independently from the Restaurant Partner (i.e. customers ordering directly from a Restaurant Partner).
• 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 Restaurant Service, as per the applicable laws.
• ensure that the Information provided to Gintaa Food is current and accurate, including but not limited to the Restaurant 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.
• ensure that it is the sole author/owner of, or otherwise controls all the content / material, including but not limited to the Restaurant Partner’s name, establishment name, logo, menu items, images of the food and beverages/ menu items, etc. transmitted or submitted by the Restaurant Partner to Gintaa Food 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
• process and execute the Order(s) promptly.
• be obligated to turn off “Accepting Delivery” feature on its online ordering mechanism whenever the Restaurant Partner is unable to provide Restaurant Services to the Customer.
• inform Gintaa Food about any change or modification made to the Order by the Customer, directly with the Restaurant Partner.
• ensure that the Restaurant 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 Restaurant Partner is entitled to a payment by Gintaa Food in accordance with these Terms, Gintaa Food will not be required to make any such payment unless the Restaurant Partner provides Gintaa Food with a copy of the signed receipt.
• Restaurant Partner shall retain proof of delivery for a period of 60 days from the date of delivery.
• shall ensure only trained personnel undertake any delivery and the safety of the food and beverage is not compromised at any time until the Order is received by the Customer. The Restaurant Partner agrees to indemnify Gintaa Food for any claims that may arise on account delivery of Orders undertaken by the Restaurant Partner.
• The Restaurant Partner warrants that the food and beverages provided to Customers are:
• of high quality and fit for human consumption;
• compliant with Food Safety and Standards Act, 2006 and the rules, regulations, licenses, standards and guidelines issued thereunder;
• compliant with all other relevant Indian legislation, including all applicable food industry regulations.
• does not contain any item unfit for human consumption
• does not contain any narcotics or banned substances.
• 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.
• 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.
• promptly redress the Customer complaints which have been referred by Gintaa Food to the Restaurant 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 Restaurant Partner and the delivery issues are attributable directly to the Restaurant Partner); and (c) failure on part of the Restaurant 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.
• remove any/all menu items unavailable with the Restaurant Partner.
• xvii. be solely responsible for delivering the Order placed by the Customers
• indemnify Gintaa Food for any damage suffered by Gintaa Food for (a) lack of quality of the Restaurant Service advertised on the Platform; and/or (b) deficiency in processing of the Order; (c) delivery of the Orders that have been placed by the Customers with the Restaurant Partner through the Platform; and (d) misconduct / illegal activity of the Delivery Partner.
• 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. Restaurant Partner understands that the Order will be in transit for the period of delivery from the Restaurant to the Customer and the Restaurant Partner shall ensure that this is taken into consideration while accepting and preparing the same.
• (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.
• 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.
• pack the Order either in Gintaa Food provided packing material or other packaging material. However, under no circumstances shall the Restaurant Partner use third party branding in the packaging material used for the Order.
• xxiii. address and resolve all Customer complaints received by Gintaa Food relating to the efficacy, quality or any other issues relating to the Restaurant Services expeditiously within timelines prescribed by the Ministry of Consumer Affairs or any other authority from time to time.
• be solely liable and bound to take action on complaints raised by Customer pertaining to the Order(s).
• 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 Gintaa Food from time to time failing which, Gintaa Food reserves the right to delist the Restaurant Partner from the Portal and / or curtail it’s access from the Portal
• 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.
• Restaurant Partner agrees and acknowledges that Gintaa Food shall reserve a right to cancel all Orders that are packed by the Restaurant Partner using single-use plastic and any payment made to the Delivery Partner assigned to such orders or refund/compensation made by Gintaa Food to the Customers whose Orders are cancelled shall be recovered from Restaurant Partner in accordance with Gintaa Food’s cancellation policy. Further, any loss suffered by Gintaa Food or the Delivery Partner due to use of single-use plastic by Restaurant Partner, whether on account of any fine imposed by the authorities on Gintaa Food or its Delivery Partner or otherwise, shall be recovered from the Restaurant Partner by making deductions in accordance to the payment settlement process agreed under these Terms.
• be responsible for any and all issues and costs associated with delayed delivery including costs associated with reimbursing the Customer.
• 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 Portal
• not use the Customer data for sending any unsolicited marketing message, announcements.
• not engage in any fraudulent activity or misuse any benefits extended by Gintaa Food to Customers and shall be liable to Gintaa Food in the event Gintaa Food becomes aware of any fraudulent activity undertaken by the Restaurant Partner.
• not charge any delivery and/or Payment Mechanism Fee charges from Customers on Orders where Restaurant Partner is not undertaking delivery itself.

Fee Payments

The Company may from time to time, with adequate notification, charge certain fees for services rendered to the Restaurant Partner, such as returns fee (if any), listing fee, advertising fee, membership fee, marketing fees, and service fees for other value-added services (together referred to as “Fees”), if required and shall, from time to time, issue invoices to the Restaurant Partner for payment of the Fees.

Payment Mechanism

The restaurant Partner agrees that

• all payments under this Agreement shall be collected by Gintaa Food through its online payment mechanism and shall transmit any order only after receipt of payment for a particular Order.
• The Restaurant Partner shall not receive any payment on behalf of Gintaa at any point of time and notwithstanding anything contained in the termination clause, any such direct receipt, on behalf of Gintaa shall be a ground for termination of this Contract.
• The Restaurant Partner retain and collate all deliveries made by it on the basis of Order received from Gintaa Food on a particular day AND shall raise invoice on the Company, for all Orders of a particular day within 72 hours of the delivery of the Product.
• Gintaa Food shall disburse the payment to the restaurant partner within next 96 hours i.e within 96 hours from the time of receipt of the invoice from the Restaurant Partner.

REPRESENTATIONS, WARRANTIES, AND COVENANTS

The Restaurant Partner represent that:

• They are limited liability partnership or a body corporate Or Limited Company duly formed and are dully validly under the laws of India OR Restaurant Partner are a person resident in India, they are not prohibited from selling the Products;
• Restaurant Partner have full authority to accept this Agreement, and to perform all the duties, obligations and responsibilities arising or created under or pursuant to this Agreement;
• this Agreement shall constitute a valid and legally binding obligation, enforceable in accordance with its terms;
• It has obtained and kept valid all applicable licenses valid.
• executing this Agreement does not and shall not conflict with, result in a breach of or default under Applicable Laws or regulation, any privacy policy or any order, writ, injunction or decree of any court or Governmental/Statutory Authority or any agreement or arrangement or understanding, written or oral, to which Restaurant Partner are a party to;
• there are no claims, actions, suits, litigation, arbitration, or other proceedings pending or threatened against Restaurant Partner, which question the validity or enforceability of this Agreement, or any of the transactions contemplated pursuant thereto;
• the Products can be lawfully marketed, sold, and distributed without restrictions with respect to disclosures, licenses, or registrations under Applicable Laws, other than any specific restrictions or prohibitions disclosed by Restaurant Partner and consented to by the Company in writing; and
• The Restaurant Partner undertakes it shall give such declaration cum undertakings may be required by the Company from time to time.

Undertaking by the Restaurant Partner

• The Restaurant Partner shall not adopt any unfair trade practice whether in the course of the offer on the Company platform or otherwise.
• The Restaurant Partner shall not sell or pass over any illegal or contraband items or narcotics as food or consumables.
• Restaurant Partner shall not falsely represent itself as a consumer and post reviews about goods or services or misrepresent the quality or the features of any goods or services.
• The Restaurant Partner shall provide such information as may be required by the Company from time to time
• The Restaurant Partner shall comply with all the laws as may be applicable to a seller on e-commerce market place as defined under the Consumer Protection Act and Rules made thereunder including but not limited to the provisions of the Consumer Protection (E-Commerce) Rules, 2020 as amended from time to time.
• The Restaurant Partner further undertake that it shall comply with the provisions relating to, Food Safety and Standards Act 2006, Import-Export Rules and Drugs & Cosmetics Act, wherever applicable.
• the Products and packaging material shall at all times be genuine, free from defects, deficiencies and conform to the highest standards and quality in accordance with industry practice.
• Restaurant Partner shall keep and maintain complete and accurate records and books of account in relation to Restaurant Partner’s dealings with the Company, in accordance with Applicable Laws in sufficient detail and form. Such records and books may be called by the Company for examine, which Restaurant Partner shall furnish within 7 working days.
• Restaurant Partner shall be solely responsible and liable in respect of the Products sold by Restaurant Partner to Customer;
• To physically execute this agreement or any amendment thereto, as may be required by the Company at any stage.

INDEMNITY

Restaurant Partner shall defend, indemnify and hold the Company, its Affiliates, and their respective officers, directors, employees, and agents, harmless against any claim, loss, damage, settlement, cost, expense or other liability (including attorney’s fees) that arises, directly or indirectly, from (each a “Claim”):

• any infringement or misappropriation of any proprietary and/or third party intellectual property right by Products which Restaurant Partner (or a third party at Restaurant Partner’s direction) provides to the Purchaser;
• Any legal violation, including but not limited to the laws referred to under the Undertaking clause above.
• Any product liability
• negligence, strict liability or intentional misconduct by the Restaurant Partner or its employees, contractors or agents; and
• Restaurant Partner’s breach of this Agreement, the Purchase Order or the Laws.

TERM AND TERMINATION

• Termination by the Company:

This Agreement may be terminated by the Company under the following circumstances:

• Forthwith, in the event of breach of any Terms and Conditions, including but not limited to offering Prohibited Goods, violation of any undertaking, breach of third party IPR
• by giving 30 days’ notice to the Restaurant Partner under any other circumstances without assigning any reason whatsoever.

• Termination by the Restaurant Partner:

This Agreement may be terminated by Restaurant Partner the by giving 60 days’ notice to the Company under any other circumstances without assigning any reason whatsoever provided there is no due of any amount payable by the Partner to the Company.

CONFIDENTIAL INFORMATION

• The Restaurant Partner hereby acknowledges, agrees and undertakes that any Confidential Information as defined above is and shall remain, from all time to come, the sole and exclusive property of the Company (and/or any of its affiliates as the case may be). The Restaurant Partner further acknowledges, agrees and undertakes that at no time during the currency of this Agreement or any time thereafter shall divulge, or pass on, directly or through any other individual or entity, any Confidential Information of the Company to any third party.
• The confidentiality obligations contained herein shall not apply to information which is (a) now in or hereafter enters the public domain (as evidenced by written publication), without a breach of this Agreement; (b) known to the Partner prior to disclosure by the other; (c) disclosed by the Restaurant Partner with the prior written approval of the Company; or (e) which is required to be disclosed by law, a government agency or an order of a court, provided that the Restaurant Partner shall undertake to make disclosures only to the extent necessary and further, provide a prior written notice to the receiving party of such legally compelled disclosure, to the extent permitted by applicable law, so as to enable the party in consideration to obtain an appropriate protective order limiting such disclosure.

INTELLECTUAL PROPERTY

• The Restaurant Partner expressly authorizes the Company to use its Intellectual Property Rights (ÏPR”) trade marks/copy rights/ designs /logos and other intellectual property owned and/or licensed by it for the purpose of reproduction on the website and at such other places as the Company may deem necessary.
• The Restaurant Partner further confirms that in case of any IPR that it has obtained by way of license from a third-party owner, it has taken adequate approval from such third-party owner of the subject IPR, which categorically allows the Company to display the IPR on its Portal.
• The Restaurant Partner hereby undertakes that it shall keep the Company indemnified against any loss / claim / damage arising from any action by a third-party holder of any IPR .
• It is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks and logos and that nothing contained in this Agreement, nor the use of the trademark / logos on the publicity, advertising, promotional or other material in relation to the services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and / or logos

MISCELLANEOUS

• Assignment: The Restaurant Partner will not assign this Agreement or any obligation or right (including any right to payment) in the Agreement.
• Amendment: The Company may amend or replace this Agreement from time to time, by updating this document in the Portal. The Company shall intimate Restaurant Partner through the SYSTEM of impending changes prior to Portal updating this document. Restaurant Partner’s use of the SYSTEM following intimation and subsequent posting of changes will mean that Restaurant Partner accept such changes.
• Counterparts: This Agreement may be executed in counterparts, each of which, including signature pages, shall be deemed an original, but all of which together will constitute one and the same instrument.
• Dispute Resolution
• Parties shall endeavour to amicably settle and resolve any dispute or difference arising out of or in relation to this Agreement within 30 days from the date of raising such dispute or difference by the aggrieved party, failing which either party may refer any disputes arising out of or in connection with this Agreement in accordance with the Arbitration and Conciliation Act, 1996 and the rules hereunder.
• The arbitration shall be conducted in English and the seat of arbitration shall be Kolkata. There shall be a sole arbitrator appointed by mutual agreement between the parties. Where an arbitrator cannot be mutually agreed upon, the arbitrator shall be appointed in accordance with the Arbitration and Conciliation Act, 1996.
• The decision of the arbitrator shall be final and binding on the parties. Nothing shall preclude a party from seeking interim equitable or injunctive relief, or both, from any court having jurisdiction to grant the same. Restaurant Partner agree that, the Company shall not be liable or made party in any dispute arising between Restaurant Partner and any other Person.
• Force Majeure: Neither Party to this Agreement shall be liable to the other Party for any delay or failure on its part in performing any of its obligations under this Agreement resulting from any cause beyond its reasonable control, including but not limiting to, strikes, riots, protests, mass demonstration, government imposed restrictions, civil commotion, fire, floods, explosions, acts of God, acts of State, war, enemy action or terrorist action.
• Interpretation: In this Agreement, (a) reference to the Laws shall be construed as including references also to any amendment, consolidation, replacement or re-enactment, and subordinate legislation issued thereunder, (b) the ejusdem generis rule will not apply to the interpretation of this Agreement, and (c) the table of content, headings and bold typeface are inserted for convenience only and shall not affect the construction of this Agreement (d) words importing the singular include the plural and vice versa, and pronouns importing a gender include each of the masculine, feminine and neuter genders.
• Relationship: This Agreement is non-exclusive. Both the Parties are independent contractors and nothing in this Agreement shall be construed to create a relationship of agency, employment, partnership, franchise, joint venture, or any similar relationship between the Parties. Neither Party shall have any right or authority to to act for or to bind any other Party
• Remedies; Waivers; Severability: The Parties’ rights and remedies under this Agreement are cumulative and are without prejudice to any other rights and remedies available under Law, contract or otherwise. Either Party’s failure to enforce any provision will not be a waiver of the Party’s rights to subsequently enforce the provision. If any provision is held to be invalid, then that provision will be modified to the extent necessary to make it enforceable, and any invalidity will not affect the remaining provisions.
• Governing Law: This Agreement shall be governed by the Laws of India.
• Jurisdiction: Both the Parties agree to submit to the exclusive jurisdiction of the courts at Kolkata , India for any disputes arising out of or in relation to this Agreement.