This Terms of Service Agreement is made in between, MNH FOODWORKS PRIVATE LIMITED (hereinafter referred to as “Company”) having its principal place of business at G-326, 3rd Floor, Saya Zion, GC-6/II, Gaur City, Sector - 4, Greater Noida West, Noida, Gautam Buddha Nagar, Uttar Pradesh, India - 201301 and _____(Name of Restaurant Partner) having its principal place of business at ______________(hereinafter referred to as “Vendor”), collectively referred to as Parties (hereinafter referred to as “Parties”).
MYFOODTICKET is a Digital Food Ordering Platform (“Platform”) that connects customers with local cafes and restaurants inside and outside campuses such as colleges, hospitals, courts, IT parks and other kinds of similar campuses.
MYFOODTICKET is a Digital Food Ordering Platform that allows customers to place orders and pay for their food in advance, and then pick it up at a later time from the concerned restaurant or cafeteria.
MYFOODTICKET is a Digital Food Ordering Platform that allows customers to place orders for food from restaurants or cafeterias and get it home delivered, at the discretion of the concerned restaurant or cafeteria or other similar eateries who will be sending their delivery partner to fulfill such order(s).
The Vendor has shown interest in being affiliated with the services provided by the Company through their website and mobile application.
MYFOODTICKET has agreed to register the Vendor as a merchant on their platform.
The Company has created a Vendor Platform “MYFOODTICKET” for the Digital transformation of Restaurants, University cafeterias, e.t.c, so the Vendor has decided to be registered at the MYFOODTICKET Vendor Platform to avail the services and to pay a fees for the availed services as mentioned below.
The Company is an independent business venture and this agreement is a principal-to-principal contract. It is hereby agreed that this agreement does not and shall not construe or create any partnership, joint venture, employment, agency, franchise, sales representative or any vicarious and absolute liability relationship between the Company and the Vendor. It is clearly understood and agreed that under these T&C, no relationship of employer and employee exists between MYFOODTICKET and the Vendor. The Vendor shall not raise any claim for permanent association with the Company as vendor-partner or any other form of relationship.
The Company hereby agrees to:
Create an Online Platform for the Vendor called MYFOODTICKET, where the customers can Select, Order and Pay Online for food, beverages and other consumables, 24×7 for self-pick up and take away.
Create an Online Platform for the Vendor called MYFOODTICKET, where the customers can reserve tables to dine in at a later point of time, through the same platform.
Provide the requisite mobile interface for the Vendor, wherein all the back-end technology is incorporated to discover, accept and reject all future reservations in restaurants or cafeteria’s, the orders for takeaway or pickup by the customer and/or Delivery Services organized by the Vendor at their own expense as well as enable the Vendor to keep track of the orders and other relevant information through the Platform;
Provide Training to operate the MYFOODTICKET platform, to the end customers and the employees of the Vendor.
Provide affiliate marketing and promotional Services to restaurants, cafeteria’s and other forms of eateries to promote their organization on the application or website of the MYFOODTICKET.
The Vendor hereby agrees:
To take full responsibility for the Quality, Authenticity, Correctness and Quantity of the food, beverages or other items sold to the customers. The Company shall not, in any manner whatsoever, be responsible for the above mentioned responsibilities of the Vendor.
In case the Customer requests for Delivery, then the Vendor must use its own resources to make the deliveries to the customers.
Work in complete coordination with the Company to deliver 100% Customer Satisfaction.
Use the account created in the Vendor platform to provide authentic details of its products or items and keep an hourly updated list of the inventory of the products and amend it as per prevailing circumstances and existing inventory.
Pay for the utilization of services provided by the Company in a time bound manner as mutually agreed by the Parties under Clause 5.
To take full responsibility for updating the reservations made on the Company’s platform on an hourly basis and must make reservations available if customers make reservations through the Platform.
To provide authentic original and duplicate copies of PAN, FSSAI, Account Details, and other relevant information to the Company and the Company shall bear no responsibility for the same.
The Vendor must pay a facilitation fee as mutually decided between the Parties and mentioned in the Merchant Registration Form, per Order to the Company on every order made by the customers, generated on the MYFOODTICKET Platform.
The Vendor must pay GST @18% on top of the facilitation fees, as per The Central Goods and Services Act of India.
In addition to the charges mentioned at clauses 4.1 and 4.2 above, the Vendor must also pay the Payment Gateway Charges + GST to the Company. The payment Gateway charges shall be, ranging from 0.5% to 3% (GST extra @18%), depending upon the mode of payment i.e Credit Cards, Debit Cards, Wallets, UPI, Net banking etc., chosen by the “MYFOODTICKET” user’s mobile application.
The Vendor shall pay the total facilitation fees (inclusive of all orders met with during the day) on a daily basis along with GST, to the Company.
Settlement of the due amount to the Vendor’s account shall be done in T+2 working days after receipt of payment from the payment gateway provider or bank and after deducting the Facilitation Fee and the Transaction charges. This settlement is subject to the prompt receipts of payments from the payment gateway service provider or bank. In case of any delay caused by the Payment Gateway service provider due to reasons not attributable to the Company, then the settlement of the amount shall be done post receipt of the payments and the Company shall not be liable at any time due to the delay in receipts.
In cases where customers have claimed refunds or ask for returns, such amounts shall be adjusted by the Company and the said amount shall be deducted from the settlement amount from the due amount to the Vendor. In such an event, if the refund or return payment takes more time than usual, then the settlement of amounts due to the Vendor shall be dependent upon the clearance and adjustment of all refunds or returns.
The facilitation fees may be revised at the discretion of the Company from time to time after giving due notice of its intent in writing to the Vendor.
The Company reserves the right to change or stop the offers running on its platform for vendors and customers at any time it deems appropriate for the business. The redemption of the offer amount also depends upon the successful due diligence by the Company.
The Company shall:
Endeavor to take all reasonable measures to ensure user friendly interface that enables consumers to place orders with the Vendor. It is however clarified that the Company does not guarantee any placement of minimum orders whatsoever towards the Vendor’s platform.
Keep all information procured from the Vendor for registration and other purposes confidential and the Company shall be allowed to use such information in strict accordance with the provisions of this Agreement or in consent with the Vendor, as the case may be.
Make all reasonable efforts to ensure that the Platform is in operation at all times and 24x7 for the Vendor. However, the Company shall not be liable for any technical glitches or updates due to which the Vendor is unable to log-in and/or operate the Platform to receive orders.
The Vendor shall:
Keep itself logged in at all times and visible on the Vendor’s Platform on all working hours, undertake orders and/or delivery Services as and when a request for the same is placed by a customer through the Platform.
Provide delivery services to the consumer at its own costs and risks without any involvement of the Company. The Vendor shall be solely responsible for the expeditious delivery services and in accordance with the prevailing traffic and transport laws in place.
Provide reserved seats to the customers who have booked seats via the MYFOODTICKET platform.
Raise true invoices for the transactions or orders received from the customers at its own costs and risks in physical printed form to be handed over to the customer. It is hereby clarified that the Company shall have no responsibility whatsoever on the generation of the invoice whatsoever by the Vendor.
All expenses incurred in training the staff or keeping additional staff for maintaining the Platform of the Company shall be borne exclusively by the Vendor.
Undertakes to conduct itself with honesty, discipline and in accordance with the policies and instructions of the Company at all times. The Vendor shall provide details and offers of its products in a transparent manner and shall not commit any fraud while providing services or completing orders or otherwise commit any act or omission, to gain any undue advantage.
Maintain the packing of the orders intact and shall at no time damage or open the products or do anything to the orders of the consumers that alters the nature of the products. The Vendor shall not do anything else with the orders that they are not specifically permitted to do. The Vendor shall also ensure that the products on display are not expired or out-of-date or below quality. In case of any losses suffered on account of damaged or tampered packaging of the products sent to the users, the Company shall have the right to recover all losses, if any, from the Vendor in addition to damages suffered by the Company.
Maintain the goodwill and reputation of the Company and MYFOODTICKET, in regard to maintaining discipline and adhering to the timeline and quality standards, as laid down by the law. The Vendor shall not do any act that adversely affects the Company and undertakes to work in adherence with the applicable laws as on date and protect the brand image, business reputation or any other asset or property of the Company and/or the MYFOODTICKET Platform.
Keep the information secured from the Company towards the functioning or interface working as confidential and used only for the purposes as permitted by the Company.
Maintain all its staff with respect to uniforms,hygiene, health and well being at its costs. Under no circumstances shall the Company be liable for the employee remuneration or compensation for the employees of the Vendor.
Make timely payments of the facilitation fees and other fees as applicable from time to time towards the Company.
The Company shall indemnify and hold the Vendor, its directors, managers, officers, employees and agents harmless from and against all losses, liabilities, damages and expenses (including reasonable attorney fees and costs) (“Losses”) arising from claims, demands, actions or other proceedings as a result of:
Fraud, negligence and wilful misconduct by the Company in the performance of this Agreement;
Violation of Applicable Laws in the performance of this Agreement;
Claim that the Services infringe intellectual property or any other proprietary right of a third party; or
Breach of the Company’s confidentiality obligations under Clause 10.
The Vendor shall indemnify and hold the Company, its directors, managers, officers, employees and agents harmless from and against all Losses arising from claims, demands, actions or other proceedings as a result of:
Fraud, negligence and wilful misconduct by the Vendor in the performance of this Agreement;
Violation of Applicable Laws in the performance of this Agreement;
Breach of the Vendor’s obligations as mentioned under Clause 10;
Disputes raised by the Customer in relation to a Transaction where such dispute is not attributable to the Services provided by the Company;
Fines, penalties and charges imposed by the Acquirer, Card Payment Networks or any Governmental Authority on account of Transactions that are in violation of Applicable Law.
Any dispute, civil suit or criminal suit filed in the court of Indian Law due to poor or bad quality of food, poor quality of delivery services, overcharging the consumers for the products offered in addition to delivery charges, or any other dispute arisen between the Vendor and the customer.
Any data leaks or data share happening from the Vendors without the knowledge and consent of the Company;
Neither Party shall be liable for special, incidental, indirect, consequential, exemplary or punitive damages under any theory of contract, tort, strict liability, statute or under any other legal or equitable principle or otherwise, arising out of or in any manner connected with this Agreement and regardless of whether such Party has been informed of, or might have anticipated, the possibility of such damages.
Except with respect to Losses arising from:
Claims pursuant to breach of Clause 10, Clause 11 and Clause 12; and
Fraud, negligence and wilful misconduct, the aggregate liability of the Company under this Agreement shall not exceed an amount equal to the Company’s fees received or receivable in respect of the loss arising from the particular transaction settled during the last one (1) month period prior to the date of claim.
Except with respect to losses arising from:
Claims pursuant to breach of clauses of this agreement; and
Fraud, negligence and wilful misconduct, the aggregate liability of the Vendor under this Agreement shall not exceed an amount equal to five times the Vendor’s Fees received or receivable in respect of the losses arising from the Transactions settled during the last one (1) month period prior to the date of claim.
In case of dispute(s) or differences(s) arising between the Parties, they shall make every effort to resolve it amicably within 30 days from the commencement of such disputes, failing which such disputes or differences shall be referred under Arbitration. The proceedings should be conducted as per the Indian Arbitration and Conciliation Act, 1996 or any statutory modification thereof.
The appointment of sole arbitrator shall be done mutually between the parties.
The venue for the arbitration shall be NOIDA (U.P.) and official language for the same would be English. The decision of the Arbitrator shall be final and binding on the parties to this MOU.
This MOU shall be governed in accordance with the laws of India. The Civil Courts at NOIDA (U.P.) will have jurisdiction in all matters arising out of and/or concerning this MOU.
Either Party (“Affected Party”) may terminate this Agreement if the other Party (“Breaching Party”):
Commits a material breach of any of the terms and conditions of this Agreement, which if capable of cure or remedy, is not cured or remedied by the Breaching Party to the Affected Party’s satisfaction, within a period of fifteen (15) days from the date of issue of notice by the Affected Party informing the Breaching Party of such breach;
It is submitted that in case of such material breach by the Vendor, then the Company, shall have the right to claim damages quantified as per actuals and interest rate plus 4% p.a, from the date of breach committed till the realization of the amount;
If the vendor is facing any insolvency, receivership, winding up, liquidation or bankruptcy proceedings (collectively referred to as “Proceedings”) whether commenced voluntarily or brought against it involuntarily if such Proceedings continue beyond ninety (90) days;
Termination of this Agreement shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination;
This agreement shall be valid for 1 year from the date of issue. Post expiry of 1 year, the parties hereto shall have the option to mutually extend the terms and conditions of the agreement as it is for another 1 year, or else the parties are at liberty to enter in a fresh contract with such terms and conditions as may be deemed correct.
This agreement shall be amended only with the mutual agreement of the Parties, which shall be in writing and signed by the duly authorized representatives of the Parties.
However, with respect to revision in prices of the facilitation fees, the Company is at liberty to revise the prices after duly informing the Vendor in writing of the price change.
All data, information, inventions, intellectual properties (including patents, trademarks, copyrights, design and trade secrets), “know-how”, new uses and processes, and any other intellectual property right, asset or form, including, but not limited to, analytical methods, procedures and techniques, research, procedure manuals, financial information, computer technical expertise, software (collectively referred to as “Intellectual Property”):
related to the Services contemplated under this Agreement,
pertaining to the Company’s “MYFOODTICKET” Dashboard and User and vendor Mobile Application that are:
pre-existing; and/or
conceived, generated, derived, produced or reduced to practice, by the Company or any of its Affiliates, as a result of the Services performed by the Company or such Affiliate shall be and remain the exclusive property of the Company or such Affiliate. For the avoidance of any doubt, intellectual property created by the Company or its Affiliate in the course of undertaking its duties and obligations under or during the Term of this Agreement is presumed to be owned by the Company (or the Affiliate) unless otherwise stated in writing.
The Company hereby grants to Client, for the Term of the Agreement, a non-exclusive, non-assignable, non-sublicensable and revocable license to use the Company’s “MYFOODTICKET” User and vendor Mobile Application and Dashboard.
Except as specified in Clause 12, nothing contained in this Agreement shall be construed to grant any rights and title of the Intellectual Property to the Vendor.
Upon termination of this Agreement, all rights relating to the Intellectual Property developed by the Company during the Term of this Agreement along with modifications thereto shall continue to vest with the Company and the Vendor shall not have any right whatsoever over such Intellectual Property.
Each Party shall be under obligation to keep the information, documents and matter related to this agreement in strict confidence and bind all of its employees, associates and consultants to keep in strict confidence of all information or documents received directly or indirectly from the other Party under this MOU and shall not at any time disclose such information, documents to any third party without the prior written consent of the other Party. The Parties agree to treat any document, trademarks, reports, intellectual property, and other information(s) received from the other Party as confidential from time of receipt and beyond the termination or expiration of this Agreement.
Any such disclosure to a third party shall be limited to the extent required for the purpose of this agreement and the third Party shall be bound to the provisions of confidentiality of use as expressed herein.
14.1. This Agreement is not exclusive. The Company may enter in similar agreements of the type contemplated herein with other persons, firms, companies, or other entities and the Vendor is at liberty to put its business on display on other similar platforms.