POS Software for Cafés and Roasteries | Petpooja

End-User License Agreement

  • This Service Agreement, along with its Annexures (“Agreement”) is entered into by and between,
  • M/s. Prayosha Food Services Pvt. Ltd (CIN: U74110GJ2011PTC065512), a Company formed under the provisions of the Companies Act, 1956 having its registered office at 81, 8 th Floor, Titanium, Corporate Road, Prahladnagar, Ahmedabad - 380015, hereinafter referred to as “Service Provider”, which expression shall unless repugnant to the context and meaning thereof be deemed to include its directors, promoters and their successors and assignees of the First Part;
  • AND
  • The undersigned, being an entity in the form of either a sole proprietorship, limited liability partnership, registered or unregistered partnership, private limited company, one person company, public limited company, or any other body corporate incorporated/established under the applicable law, the restaurant outlet or chain hereinafter referred to as the “Restaurant”, which expression shall unless repugnant to the context and meaning thereof be deemed to include its directors, promoters, managing partner, and/or designated partner and their successors and assignees of the Second Part;
  • The Service Provider and the Restaurant shall hereinafter individually be referred to as “Party” and collectively as “Parties”.
    WHEREAS,
    1. The Service Provider offers cloud-based Point of Sales software (“POS Software”) under the name ‘Petpooja’ for restaurants together with optionally integrated services such as deals and discounts, ordering and delivery apps, table booking apps, suppliers’ market place, analytics apps, etc. (“Paid Services”) using a programmable API architecture. Currently, through the POS Software, the Service Provider provides end to end integration of various Services (defined hereunder) for restaurants.
    2. The Restaurant owns and operates outlet/s for serving food under their respective brand name / restaurant name.
    3. The Restaurant has approached the Service Provider to obtain the POS Software along with certain Paid Services.
    4. The Service Provider has agreed to provide its Services to the Restaurant via the POS Software and other Paid Services on such terms and conditions as mutually agreed upon by the Parties hereto, more particularly laid down hereunder.

NOW THIS AGREEMENT IS WITNESSETH AS UNDER:

  • Under the GDPR, You have the following rights with respect to Your information:

  • 1. Scope of Services:

    1. 1.1Subject to the terms of this Agreement, the Service Provider shall provide its Services to the Restaurant, as described under Annexure I hereto (“Services”). The Service Provider hereby grants to the Restaurant a non-exclusive, non-transferable, limited license to use and access the Services provided hereunder. No other rights in the Services are granted to the Restaurant.
    2. 1.2 It is agreed and understood between the Parties that, the title to the POS Software shall remain vested with Service Provider, and nothing in this Agreement will give or convey any right, title or interest therein to the Restaurant.
    3. 1.3 The Restaurant acknowledges that this Agreement is a license cum services agreement and the Restaurant shall not be entitled to transfer the license in respect of the POS Software to any third party without the prior written consent of Service Provider.

  • 2. Scope of Services:

    1. In lieu of the POS Software, Paid Services and other Services, the Restaurant shall pay to the Service Provider such consideration as prescribed by the resource management team of the Service Provider from time to time or as may be subscribed to on the software by the Customer from time to time (“Consideration”).

  • 3. Taxes:

    1. The Restaurant agrees and acknowledges that the consideration agreed and payable to the Service Provider is exclusive of all the taxes. All indirect taxes for the Services, applicable from time to time, shall be borne by the Restaurant.

  • 4. Term:

    1. The Restaurant agrees and acknowledges that the consideration agreed and payable to the Service Provider is exclusive of all the taxes. All indirect taxes for the Services, applicable from time to time, shall be borne by the Restaurant.

  • 5. Terms of Services:

    1. 5.1The Parties acknowledge that the specifications of the Services may have to be changed from time to time to comply with changes in law, requirements of the Service Provider or change in technology.
    2. 5.2 The Restaurant understands and agrees to provide full access to the Service Provider for utilization of the data entered into the POS Software for assisting the Service Provider and/or their associated designates to provide the Services to the Restaurant. The Restaurant shall be responsible to input the information required by the POS Software in order to avail the Services in an effective manner and the Service Provider shall not be liable on account of any error of omission or commission by the Restaurant on the POS Software.
    3. 5.3 The Restaurant shall not by itself and the Restaurant shall not permit any third party to (i) use of the POS Software other than as mentioned in this Agreement; or (ii) translate or adapt or modify or create any derivative work of any part of the POS Software; or (iii) market, distribute, assign, transfer, rent, lease or loan the POS Software in whole or part, use or access the Software to provide other hosting services to third parties; or (iv) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the POS Software; or (v) to disclose, transfer or communicate the POS Software to any third party without prior written consent of Service Provider or use the POS Software in any manner which would be restricted by copyright.
    4. 5.4The Service Provider or its associated designates shall provide the Restaurant with installation services, along with initial training with respect to the working and functionality of the POS Software and/or the Paid Services.
    5. 5.5The Service Provider shall further provide support and maintenance services, which shall include but not limited to resolving POS Software's malfunction and other software related concerns.
    6. 5.6The Service Provider shall provide online end-to-end customer and technical support services and shall also visit the Restaurant, if necessary from time to time.
    7. 5.7The Restaurant hereby acknowledges and agrees that this Agreement shall be subject to the terms and conditions as specified at the Service Provider’s platform here and the privacy policy specified here. The Restaurant shall abide and adhere by the said terms and conditions and the Privacy Policy as amended from time to time. The said terms and conditions shall be deemed to be incorporated into this Agreement.
    8. 5.8The Restaurant hereby agrees and acknowledges that from time to time the Service Provider may share personal information collected from the Restaurant to third parties which, in the opinion of the Service Provider, may have goods or services which are of interest to the Restaurant, and such third parties may use such information for the purpose of analytics and development of goods or services which may be extended to the Restaurant. Such personal information is shared as part of the business understanding and the confidentiality of the personal information shall be protected at all times by such third parties.
    9. 5.9The Restaurant further agrees and acknowledges that the Service Provider shall not be responsible for any breach of confidentiality obligations or adherence to data protection laws of such third parties or the services which may be offered by them. The Service Provider makes no endorsement or representation of such third-parties.

  • 6. Obligations of Restaurant:

    1. 6.1Restaurant shall maintain such administrative, technical and physical safeguards and such processes, procedures and checks to secure the customer information (sensitive personal data or any other information of the customer) which is received from any customer/third party service providers in relation to transaction(s) on the POS Software as may be required under applicable laws and/or industry standards or regulations issued by any governmental authority/bodies, which safeguards must be at least equal to or better than (a) the safeguards it currently has in place to protect its own data; and (b) generally accepted security standards in the financial services industry. Restaurant shall be solely liable for any breach of security, compromise, theft, modification and/or corruption of the customer data/information irrespective of whether the data compromise is direct or indirect result of any act or omission of the Licensee.
    2. 6.2 Restaurant authorizes the Service Provider from accessing and using customer data or transaction data available in the back end to enhance business processes, including but not limited to, product performance and quality of its services. Service Provider may use said data in aggregate (i.e., in combination with other customer’s data) compilations of data provided to third parties to demonstrate network performance and end user experience, including improvement of services and products.
    3. 6.3 The Restaurant shall not process any transactions which are prohibited by law or by this Agreement and is any such transaction is processed, the Service Provider shall be entitled to such steps as it may deem necessary to protect the interests of the Service Provider, including, but not limited to, suspension of the Services of the Restaurant and require the Restaurant to do all such acts to rectify such prohibited transactions.
    4. 6.4 Restaurant’s fulfilment of its obligations under this Agreement will not breach any obligations it has to any third party and the Service Provider shall not be liable in any manner for such breach by the Restaurant. Further, in case of any breach of any obligations/terms of agreement of any third-party service providers who have been referred to the Restaurant by the Service Provider, then the Service Provider shall have the unilateral right to terminate the Services and/or this Agreement in accordance with Clause 10 below and any liability arising from such breach shall be borne by the Restaurant. The Service Provider shall have no liability for any losses, either direct or indirect, which the Restaurant may incur or suffer on account of any such suspension.
    5. 6.5 Restaurant shall ensure that all third-party service providers register using their valid details like mobile number, bank account, permanent account number for the purpose of Service Provider’s due diligence process accept the terms and conditions of the Service Provider.
    6. 6.6 The Restaurant will contractually require each third-party service provider to protect the privacy, confidentiality, and security of all personal information using all reasonable measures as required by this Agreement and applicable law, including the Confidential Information of the Service Provider. The Restaurant will regularly assess third-party service providers’ compliance with these requirements.

  • 7. Payments powered by POS Software

    1. In the event You avail Services in respect of payment processing through the POS Software, then, the payment obligations and the terms specified in this Clause 7 shall apply to You. You agree and understand that the Service Provider shall facilitate the payment process through the POS Software using third party software developed and owned by such third parties.
    2. The following the following words and expressions shall have the following meanings when used in this Clause 7:
      1. “Card Member” or “Member” or “Customer” or “Cardholder” shall mean a person holding a Valid Card making payment using a Valid Card.
      2. “Chargeback” means any dispute regarding a Valid Charge raised by a Cardholder with the issuing bank and or the card scheme.
      3. “Merchant Discount Rate” or “MDR” means with respect to each payment made through the POS Software, a percentage thereof as specified in by the Service Provider, as may be revised from time to time by the Service Provider.
      4. “Valid Card” shall mean an Mcard or a VISA/Mastercard/American Express/Rupay or any other debit or credit card issued as per the rules of any such card association as notified by the Third Party Service Provider from time to time bearing signature of the Cardholder.
      5. “Third Party Service Provider” means the entity providing the payment service along with the software for facilitation of the same.
      6. "Transaction Receipt" means the digital receipt generated after authorization of a Valid Charge provided to the customer and the Restaurant recording the charges and transaction details.

  • 7.1 Transaction Procedure:

    1. 7.1.1 The Restaurant shall:
      1. 7.1.1.1 undertakes to honour and accept every Valid Card when properly presented as payment by customers for all transactions. The Restaurant shall not engage in such acceptance practices or procedures that discriminate against or discourage the use of cards issued by a card scheme in favour of any other card that is also accepted by the Restaurant or other payment mode accepted by the Restaurant.
      2. 7.1.1.2 obtain an authorization on the payment software received through the POS Software for each and every charge incurred by the Card Member and shall not deliver the goods or services until authorization is on the payment software received through the POS Software. Authorization in respect of charges can be obtained by swiping or dipping the Valid Card and validating the transaction by the customer providing their unique personal identification number (PIN) or such other details as may be necessary under applicable law or required by the Third Party Service Provider from time to time.
      3. 7.1.1.3 if accepting charges without prior authorization or if the Third Party Service Provider declines the authorization, the Third Party Service Provider will not be responsible for any such charges or any part thereof and all such charges will be accepted only on a collection basis, and also reserved the right to refuse such charges.
      4. 7.1.1.4 in case of any disputes regarding authorizations given by the Third Party Service Provider regarding any details pertaining thereto (whether as to card number, expiry date of a Valid Card, amount, date and the time of charges, time at which authorization is given or otherwise whatsoever), the decision of the Third Party Service Provider to grant or refuse authorization and the details mentioned by the Third Party Service Provider shall be final and binding on the Restaurant.
      5. 7.1.1.5 be responsible for verification of Card Member including the validity of the Valid Card and identity of the person transacting with the same.
    2. 7.1.2 The Third Party Service Provider reserves the right to discontinue permitting payments to be made through the POS Software on any of the aforesaid grounds and recover such amounts from the Restaurant in case it is exposed to losses due to Chargebacks or any other reason.
    3. 7.1.3 The Third Party Service Provider reserves the right to impose limits on the number of transactions undertaken using a particular Valid Card and the value of a single transaction during any time period, and reserves the right to refuse to make payments to the Restaurant in respect of transactions exceeding such limit. The Third Party Service Provider also reserves the right to fix a daily merchant limit (i.e. the amount beyond which the cards of the customers cannot be accepted in a day on the POS Software) or such other limits as may be specified by the Third Party Service Provider from time to time.

  • 7.2 Merchant Discount Rate:

    1. 7.2.1In consideration of the transaction processing services the Restaurant agrees to pay to the Third Party Service Provider, the MDR and any further charges as may be mutually agreed to among the concerned parties from time to time, which shall be deducted by the Third Party Service Provider from the amounts payable to the Restaurant in respect of each payment made through the POS Software.
    2. 7.2.2 If any extra credit is given by the Restaurant to the Cardholder without prior approval of the Third Party Service Provider, the Restaurant shall do so at its own risk and responsibility. In such case the entire transaction would be treated as void and the Third Party Service Provider will reject payment of the same.
    3. 7.2.3 All applicable tax including service tax, consumption tax or value added tax whether currently in force or introduced after the effective date of this Agreement and any other taxes, duties, fees and charges arising out of the performance of this Agreement shall be borne by the Restaurant.

  • 7.3 Presentment of Transactions And Refunds:

    1. 7.3.1The Restaurant agrees to inform the Cardholder about its credit refund policy clearly mentioning the same in bill invoice and/ or on the website.
    2. 7.3.2If in respect of any transaction, any goods/ services are not received as described, by the Cardholder or are lawfully rejected or accepted for or services are not performed or partly performed or cancelled or price is lawfully disputed by the Cardholder or price adjustment is allowed, the Restaurant shall not make a cash refund but shall provide the invoice and other relevant documents to the Third Party Service Provider for verification and investigation. The Restaurant shall sign and date each invoice and other related documents to be provided to the Third Party Service Provider and include a brief description of the items concerned therein.
    3. 7.3.3 In the event of a refund to a Cardholder, the Restaurant shall not make a cash refund to the Cardholder. The Restaurant must present a credit process/ refund letter on headed stationary and signed by authorized signatory/ies or in any other manner as specified by the Third Party Service Provider from time to time. The Restaurant must not process a refund transaction, unless there is a preceding corresponding debit on a card account. In the event that only Transaction Receipt is presented to the Third Party Service Provider at any time, the Restaurant shall at the same time make payment of the net refund (i.e. the total refund(s) to the Cardholder(s) less the discount) to the Third Party Service Provider. The Restaurant shall ensure that the Third Party Service Provider has enough funds of the Restaurants to process any refund request received from the Restaurant. the Third Party Service Provider shall not be liable to process any refunds request in case of insufficiency of Restaurant’s funds.
    4. 7.3.4The Restaurant agrees and acknowledges that refunds shall not be processed by the Third Party Service Provider after a period of 180 days from the date of transaction.
    5. 7.3.5The Restaurant further agrees and acknowledges that, in case of any refund or chargeback, the MDR charged by the Third Party Service Provider shall not be refunded to the Restaurant or the Cardholder.
    6. 7.3.6In situations where there is a time gap between the sale date and the refund date, which causes a currency translation difference for transactions on foreign cards, the Third Party Service Provider will have the right to recover the equivalent INR amount pertaining to such foreign exchange currency translation differences from the Restaurant, for the purpose of crediting the same to the Cardholder's account.
    7. 7.3.7By presentation of any transaction information (which for the purposes of this Clause 7 means any invoice, delivery report and/ or any information in respect of any transaction presented to the Third Party Service Provider by or on behalf of the Restaurant) the Restaurant warrants to and agrees with the Third Party Service Provider:
      1. 7.3.7.1 that the Restaurant has supplied or caused to be supplied, the goods/ and or services to which the transaction information relates and to the value stated therein and a price not greater or otherwise on terms not less favourable than the same price and terms at and on which such goods and/ or service are supplied by the Restaurant for cash;
      2. 7.3.7.2 that no other Transaction Receipt or invoice or information shall be issued or presented in respect of the goods and/ or services to which the transaction information relates;
      3. 7.3.7.3 that the provision of credit for the supply of goods and/ or services to which the transaction information relates is not unlawful; and
      4. 7.3.7.4 that the transaction information relates to a Valid Charge and that the Restaurant has complied with this Clause 7.
    8. 7.3.8Neither the receipt by the Third Party Service Provider of any transaction information nor any payment by or any act of omission by the Third Party Service Provider (other than an express written acknowledgement or waiver thereof by the Third Party Service Provider) shall constitute or be deemed to constitute any acknowledgement or waiver of compliance by the Restaurant with any of the warranties specified in this Agreement.

  • 7.4 Payment Of Transaction Amount:

    1. 7.4.1Subject to the provision of Clauses 7.4.2 hereof, and without prejudice to the right conferred by Clause 7.5 hereinafter appearing, the Third Party Service Provider shall pay to the Restaurant, Valid Charges specified in the Transaction Receipt received at their offices within 2 working days of receipt, in case of Visa / MasterCard or any other card association except under circumstances beyond the reasonable control of the Third Party Service Provider. Payment of such charges by the Third Party Service Provider is not to be construed or deemed to mean that the charges involved are Valid Charges. the Third Party Service Provider will be entitled, at any time to set-off and adjust outstanding of the Restaurant, against all payments due to the Restaurant and such set-off and/or adjustments shall be final and binding on the Restaurant.
    2. 7.4.2Where the Third Party Service Provider has reason to believe that any charges have been fraudulently incurred or charged either on a Valid Card or a counterfeit card or where the Third Party Service Provider has reason to investigate or cause to be investigated any charges (hereinafter referred to as “Suspect Charges”), the Third Party Service Provider shall be entitled to withhold payment (without interest) pertaining to such Suspect Charge(s).
    3. 7.4.3Provided that if the Third Party Service Provider determines after due enquiry and investigation that the charge is a Valid Charge and not a Suspect Charge, the Third Party Service Provider shall release such withheld payment.
    4. 7.4.4Provided further that if the Third Party Service Provider determines after due enquiry and investigation that any Suspect Charge is not a Valid Charge, the Third Party Service Provider shall be entitled not to pay the same at all to the Restaurant and or deduct such amounts from any amounts payable to the Restaurant and the Restaurant undertakes not to raise any claims thereto.
    5. 7.4.5If the Third Party Service Provider suspects in its sole and exclusive opinion, that the Restaurant has been negligent, or has committed a breach of this Agreement or act/s of dishonesty or fraud against the Third Party Service Provider or any Cardholder, the Third Party Service Provider shall be entitled to suspend all payments under this Agreement to the Restaurant pending enquiries by the Third Party Service Provider and resolution of the same to the Third Party Service Provider 's satisfaction.
    6. 7.4.6Net payments after deducting the fees, MDR or any other amount payable by the Restaurant to the Third Party Service Provider shall be made to the Restaurant by the Third Party Service Provider directly into the respective account of the Restaurant or by cheques.
    7. 7.4.7In the event of a Customer making a purchase by a Valid Card and the customer or the bank associated with the Third Party Service Provider with whom the Customer has taken the Valid Card raises any dispute whatsoever, the Third Party Service Provider shall forthwith inform the Restaurant of the same and the Restaurant shall be obliged, forthwith, to refund all such amounts received without any demur or protest whatsoever. the Third Party Service Provider shall, without prejudice to its other rights, be entitled to debit the payment to be made to the Restaurant and/or from any other account of the Restaurant with the Third Party Service Provider and/or shall also be entitled to set-off the same from any amounts due to the Restaurant by the Third Party Service Provider and make a corresponding credit to the Customer's Valid Card. If the dispute raised by the Customer is decided, to the satisfaction of the Third Party Service Provider or the Third Party Service Provider bank and/or entity associated with the Third Party Service Provider, in favour of the Restaurant, such payment shall be forthwith returned to the Restaurant without any interest after the monies have been recovered from the Customer. the Third Party Service Provider shall not be liable for any delay in returning the payment to the Restaurant and shall be absolved from all liabilities thereon.
    8. 7.4.8In the event of a customer making a purchase by a Valid Card and requesting the Third Party Service Provider’s bank for a refund on any grounds whatsoever, or in the event of the customer raising any dispute in respect of the products whatsoever, the Third Party Service Provider shall forthwith inform the Restaurant of the same and shall cause and the Restaurant shall be obliged to, forthwith, refund all such amounts to the Third Party Service Provider and such refund shall be made in a period of not more than five (5) days. If the Restaurant and the customer are unable to arrive at a satisfactory resolution of the problem within a period of ten (10) days thereafter, the Third Party Service Provider shall be entitled to cause a direct credit to the disputing customer's account for the disputed amount by debiting the Restaurant's account. Such a debit to the Restaurant's account and the direct credit to the disputing customer's account shall not be disputed by the Restaurant in any manner whatsoever. In the event of the customer and the Restaurant arriving at a settlement within the said 10 day period, the Third Party Service Provider shall cause to deal with the said moneys in accordance with the terms of the settlement arrived at. The Third Party Service Provider or the Third Party Service Provider’s bank and/or entity associated with the Third Party Service Provider shall not be liable to any customer and the Restaurant shall indemnify and keep indemnified the Third Party Service Provider and the Third Party Service Provider’s bank and/or entity associated with the Third Party Service Provider against any claims, damages, liabilities, costs, expenses, legal fees suffered by the Third Party Service Provider and the Third Party Service Provider’s bank and/or entity associated with the Third Party Service Provider in this regard.

    9. 7.5 Chargebacks:

      1. The Restaurant undertakes that any charges accepted by the Third Party Service Provider, which prove to be uncollectable and or are Chargebacks, shall be the exclusive financial responsibility of the Restaurant. The Restaurant undertakes to pay such uncollectible charges and or Chargebacks (including any processing fees or any other fees incurred by the Third Party Service Provider in respect of such uncollectible charges and/or Chargebacks) without any demur or protest.

    10. 7.6 Cash Advances and/or Cash Refunds:

      1. In case any Valid Charges of any Card Member are required to be credited back to such Card Member in accordance with this Agreement, the Restaurant will not allow such Card Member to encash any cheque and/or the Restaurant will not make any cash advances and cash refunds directly to such Card Member. Further, the Third Party Service Provider will not be responsible or held liable for refund of such Valid Charges, by the Restaurant directly to the Card Member. Restaurant will not do cash refund for card swiped or dipped at the establishment.

    11. 7.7 Audit

      1. Upon reasonable advance written notice and as applicable, the Service Provider may during normal business hours and at its own expense, audit Restaurant’s facilities, networks, systems, procedures, processing and maintenance of the Service Provider’s data and Confidential Information, in order to verify the Restaurant’s compliance with the rules and regulations issued by the Reserve Bank of India from time to time, in accordance with applicable law as well as its compliance with the terms as specified under this Clause 7. Restaurant shall cooperate with such audit by providing access to knowledgeable personnel, physical premises as applicable, documentation, infrastructure, and any application software that processes the Service Provider Confidential Information or otherwise has access to the Service Provider’s networks and systems. In case of a material breach of the terms specified under this Clause, the Restaurant will reimburse the Service Provider for such costs and expenses. Restaurant will promptly address and correct all deficiencies identified in any such audit.

    12. 7.8 Disclaimer of Liability of Service Provider

      1. The Service Provider shall not be liable to the Restaurant and/or the Third Party Service Provider for the services contemplated under this Clause 7 and the Restaurant shall keep the Service Provider indemnified against any claims, damages, liabilities, costs, expenses, legal fees suffered by the Service Provider in this regard. All claims that the Restaurant may have with respect to the services under this Clause 7 shall be directed towards the Third Party Service Provider and the Service Provider shall not undertake any obligations under this Clause 7.

  • 8 Representations and Warranties:

    1. 8.1The Service Provider represents and warrants to the Restaurant that:
      1. 8.1.1 It is legally authorized to execute and deliver this Agreement and to perform its obligations as contemplated hereunder;
      2. 8.1.2 Its obligations under this Agreement constitute legal, valid and binding obligations enforceable in accordance with the terms of this Agreement.
    1. 8.2The Restaurant represents and warrants to the Service Provider that:
      1. 8.2.1 It is legally authorized to execute and deliver this Agreement and to perform its obligations as contemplated hereunder;
      2. 8.2.2 Entering into this Agreement and the transactions referred to in this Agreement and taking any steps in respect thereof, does not involve a breach of any contractual, statutory, regulatory, legal or other provision or obligation to which the Restaurant is subject to and that they shall not act in any matter that would result in violation of the terms of this Agreement;
      3. 8.2.3 There are no agreements or other instruments of any nature, operative and in force, to which the Restaurant is a party or under which it may be otherwise bound or subject, which contain any terms or provisions that in any manner restrict, limit, prevent, prohibit or make unlawful the execution of this Agreement.
      4. 8.2.4 It has the relevant consents and approvals as prescribed under law to share any third party information and data with the Service Provider, for the purposes of this Agreement;
      5. 8.2.5 It does not carry or intend to undertake any activity which is banned, illegal or immoral under the applicable laws;
      6. 8.2.6 It shall be solely responsible for compliance of legal and regulatory requirements applicable to its business, and in no event shall the Service Provider be held liable for any non- compliance and/or breach of applicable law by the Restaurant;
      7. 8.2.7 It has the necessary computer hardware and/or operating system to achieve compatibility with the current POS Software;
      8. 8.2.8 It shall make necessary provisions to provide internet access, during the working hours of the Restaurant, for the POS Software or any other related software/hardware provided by the Service Provider;
      9. 8.2.9 It shall use the Services of the Service Provider in consonance and conformity with the applicable laws and shall obtain all necessary regulatory and other approvals required for consummation of the Services contemplated herein;
      10. 8.2.10 It shall not, directly or indirectly, use the Services in any manner or in furtherance of any activity, which constitutes a violation of any law or regulation or which may cause the Service Provider to be subjected to investigation, prosecution or legal action;
      11. 8.2.11 It shall be responsible to ensure that the restaurant information, including but not limited to address, contact details, store opening hours, menu details, prices, safety measures, is up to date and true. Further, the Restaurant shall be responsible for the order fulfilment or ensure that orders are fulfilled in a timely manner or any authorizing, processing or reversal of any payments by the end users/customers.
      12. 8.2.12 It has the necessary approvals, authorizations from regulatory authorities or any third parties and is in full compliance with the applicable laws so as to enable the performance of its obligations under this Agreement and that the execution and performance of this Agreement in accordance with the terms specified herein does not in any way breach the applicable laws;
      13. 8.2.13 It has complied with all applicable laws and rules including without limitation, rules issued by payment aggregators, as amended from time to time, know your Customer (KYC)/ anti- money laundering (AML) procedures with respect to itself and its customers, as required under applicable law. In the event that the Service Provider suffers any losses/damages on account of non-compliance by the Restaurant of any KYC/AML requirements, then the Restaurant shall be liable to indemnify Service Provider for the same in terms of this Agreement.
      14. 8.2.14 It has expressly (i) authorized Service Provider to access the confidential information of the Restaurant/third party service providers to the Restaurant, on its behalf in connection with Service Provider providing its Services to the Restaurant; and (ii) agreed to be bound by terms at least as restrictive as this Agreement with respect to Restaurant’s use of such any third-party data. Failure of the Services due to breach of the Restaurant of any third-party service provider’s obligations will not be attributable to the Service Provider in any way.
      15. 8.2.15 It shall be responsible for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to conduct of the Restaurant’s use of any third-party services, including, but not limited to, any reliance upon any information provided therein and the Restaurant shall be responsible for ensuring compliance with the terms of use, guidelines, obligations such third party arrangement. Further, under no circumstances shall the Service Provider be liable to the Restaurant for the services provided by any third-party service provider to the Restaurant. In the event of any conflict between the terms and conditions contained under this Agreement and the arrangement with any third-party service provider, the contents of this Agreement shall prevail.
      16. 8.2.16 It has read, fully understood, accepted and will continue to abide in good faith with the license agreement accepted by the Restaurant at the time of installation of the POS Software and terms and conditions of the Services available online at www.petpooja.com, which may be changed by the Service Provider from time to time after due e-mail intimation to the Restaurant (“Online Terms and Conditions”).
    1. 8.3SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED "AS IS" AND ON AN “AS-AVAILABLE” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. EXCEPT AS PROVIDED ABOVE, THE SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR THAT USE WILL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE, OR SECURE.
    2. 8.4The Service Provider does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items that are a part of the POS Software or the Services. In no event does the Service Provider warrant that the POS Software or the Services are error free or that the Restaurant will be able to operate the POS Software or the Services without problems or interruptions.
    3. 8.5Both the parties hereto warrant to the other Party that the representations made above shall continue to be true during the Term of this Agreement.

  • 9 Limitation of Liability:

    1. 9.1The Service Provider shall not be liable for any loss of revenue, profit or data or from direct or indirect, special, incidental, consequential or punitive damages of any type arising out of or in connection with this agreement, the POS Software and/or the Services.
    2. 9.2The Service Provider shall have no liability for any damages resulting from alteration, destruction or loss of any data or information input, generated or obtained from access and/or use of the POS Software or Services, including any reports or numeric results.
    3. 9.3The Service Provider shall have no liability for any damages resulting from acts or omissions by any third party.
    4. 9.4In no event shall the Service Provider’s liability to the Restaurant exceed INR 1,000/- (Indian Rupees One Thousand only).

  • 10 Indemnification:

    1. 10.1The Service Provider shall not be responsible for the quality, quantity, merchantability, delivery, non-delivery, delayed delivery of and/or any form of risks or dissatisfaction associated with the products or services, including but not limited to, handling any chargebacks/disputes or claims raised or fraudulent transactions by the end users and/or customers of the Restaurant’s software. The onus shall be on the Restaurant to implement fraud prevention measures in order to prevent fraudulent transactions and to be adequately protected against fraudulent activities and all risks and liability arising out of Restaurant’s services to its customers shall be borne completely by the Restaurant. (“Excepted Factors”) sold to the customers by the Restaurant using the Services or the POS Software of the Service Provider. Any and all disputes of whatsoever nature whether in relation to deficient, improper or incomplete product/service provided by the Restaurant, including any dispute regarding Excepted Factors or otherwise any other dispute will be dealt with directly by and between the Restaurant and their customers directly and the Service Provider shall not be a party to such disputes and the Service Provider shall be kept indemnified in this regard.
    2. 10.2The Restaurant hereby agrees to indemnify, hold harmless and defend the Service Provider, its affiliates and each of their respective officers, directors, employees and agents from and against any and all liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) arising from or related to any demand, claim, action, legal proceeding or allegation that arises or results, either directly or indirectly, from Restaurant’s use and the use by Restaurant’s employees and agents of the POS Software or Services or act, omission or negligence which is solely attributable to the Restaurant, its employees or agents or any breach by the Restaurant or its employees and agents of the terms of this Agreement, including (a) any losses suffered by the Service Provider under any third party integration/collaboration agreement pertaining to the third party services being provided on the Service Provider’s platform and/or (b) any allegation that use of the Services infringes or misappropriates any third party’s rights, including intellectual property rights and/or (c) Restaurant’s wrongful or improper use of any POS Software and/or (d) all transactions submitted by Restaurant using the Services (including without limitation the accuracy of any information that Restaurant provides or any claim or dispute arising out of services offered or sold by Restaurant); and/or (e) any other party’s access and/or use of the Services with Restaurant’s credentials or any other appropriate security code.
    3. 10.3The indemnification rights of the Service Provider under this Agreement are independent of, and in addition to, such other rights and remedies as the Service Provider may have at law or in equity or otherwise, including the right to seek specific performance, rescission, restitution or other injunctive relief to the extent required to prevent further loss, none of which rights or remedies shall be affected or diminished thereby.

  • 11 Termination:

    1. 11.1Either Party may terminate this Agreement with a 30 (thirty) days prior written notice.
    2. 11.2The Service Provider shall be entitled to terminate this Agreement and/or terminate the Services/add- on services provided hereunder with immediate effect without notice to the Restaurant upon the occurrence of any of the following events:
    3. 11.3Upon expiry or termination of this Agreement the Parties shall:
    4. 11.4Survival: The following provisions shall specifically survive expiry/termination of this Agreement: Clause 8 (Representations and Warranties), Clause 10 (Indemnification), Clause 11.4 (Survival), Clause 13 (Intellectual Property Rights), Clause 14 (Confidentiality), Clause 18 (Notices), Clause 22 (Governing Law) Clause 23 (Dispute Resolution).

  • 12 Relationship:

    1. The Parties acknowledge and agree that the relationship arising from this Agreement does not constitute or create a general agency, joint venture, partnership, employee relationship or franchise between the Parties and that they shall be independent contractors.

  • 13 Intellectual Property Rights:

    1. 13.1The Service Provider owns all right, title and interest in and to the POS Software, Paid Services and other Services and any and all (a) patents, patent applications, patent disclosures, patent rights, inventions (whether or not patentable and whether or not reduced to practice); (b) rights in trademarks, trademark registrations, and applications thereof, trade names, service marks, service names, logos, or trade dress and the good will associated therewith; (c) rights in copyrights, rights in databases, proprietary rights, moral rights; (d) designs, design registrations and applications thereof; (e) rights in technical, commercial or financial information of a proprietary or confidential nature (including without limitation manufacturing and production processes, formulae and techniques, improvements, customer proposals, technical and computer data, documentation related to the POS Software and software), trade secrets and know-how and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing embodied therein (“Intellectual Property Rights”).
    2. 13.2No rights or licenses are granted by the Service Provider to the Restaurant, expressly or by implication, with respect to any Intellectual Property Rights owned or controlled by the Service Provider.
    3. 13.3The Restaurant shall not alter, obscure, remove, cancel or otherwise interfere with any markings (including but not limited to any trademarks, logos, trade names or trading style of the Service Provider) and other indications of origin, which may be placed on the POS Software, Paid Services and other Services.
    4. 13.4Upon expiry and/or termination of this Agreement for any reason whatsoever, the Restaurant shall discontinue with immediate effect, all use of Intellectual Property Rights of the Service Provider, and shall return to the Service Provider all materials relating to the POS Software, Paid Services and other Services or Confidential Information of the Service Provider which is in the Restaurant’s possession or over which it has control.
    5. 13.5The Restaurant agrees that the provisions of this Clause are reasonable, having regard to the necessity of the Service Provider to protect its ownership in the Intellectual Property Rights and that any breach of the terms contained in this Clause shall be deemed a breach of this Agreement and in addition to any other remedies which may be available to it, the Service Provider shall be entitled to enforce its rights hereunder by specific performance or other injunctive or equitable relief so as to protect all its rights in and to the Intellectual Property Rights.

  • 14 Confidentiality:

    1. 14.1“Confidential Information” shall mean all confidential or proprietary information, in whatever form or manner presented, relating to the business and assets of the Service Provider, not generally known to the public, obtained directly or indirectly by, the Restaurant, or which may be derived in any way by it as a consequence of the performance of its obligations hereunder which: (a) relates to a Service Provider’s business including but not limited to suppliers, customers, prospective customers, products and services, product designs, inventions, improvements, methods and operating procedures, techniques and modes of manufacturing, marketing plans and strategies, product sourcing and sales policies and buying habits and preferences of present customers of Service Provider, trade secrets, know-how, data, research and development, patent, trade-mark, copyright, industrial design and all other Intellectual Property Rights of the Service Provider and proprietary rights and shall also include terms of this Agreement; (b) all information relating to the POS Software, Paid Services and other Services.
    2. 14.2The Restaurant shall, at all times, maintain confidentiality regarding the contents of this Agreement and any information that it receives, in any manner or form whatsoever, from the Service Provider in the course of performance of its obligations under this Agreement, including business, technical or financial information, Intellectual Property Rights and any other proprietary or material information that would be understood by the Service Provider as Confidential Information.
    3. 14.3The Restaurant agrees to keep the Confidential Information disclosed to it by the Service Provider strictly confidential and will not, without the prior written consent of the Service Provider, disclose, in whole or in part, and will not use, directly or indirectly, for any purpose other than performing obligations under this Agreement.
    4. 14.4SECURITY- The Service Provider may, from time to time, host and/or maintain the POS Software and other Services using a third party technology service provider and the Restaurant acknowledges that the Service Provider cannot offer any additional or modified procedures other than those put in place by such technology provider with respect to such technology service and data protection processes and procedures. The Service Provider shall not be liable in case of breach of the data protection laws by such service provider.
    5. 14.5Data Processor: The Restaurant hereby acknowledges and agrees that the Service Provider’s performance of this Agreement may require the Service Provider to process, transmit and/or store the Restaurant’s personal data or the personal data of the Restaurant’s employees and affiliates. By submitting personal data to the Service Provider, Restaurant agrees that the Service Provider and its affiliates may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling the Service Provider to perform its obligations to under this Agreement. In relation to all personal data provided by or through Restaurant to Service Provider, the Restaurant will be responsible as sole Data Controller for complying with all applicable data protection or similar laws such as EU Directive 95/46/EC and laws implementing that Directive that regulate the processing of Personal Data and special categories of data as such terms are defined in that Directive.
    6. 14.6The obligation under this Clause shall not extend to the Confidential Information that:
      1. 14.6.1 was in the public domain at the time it was disclosed or becomes a part of the public domain through no fault of a Party;
      2. 14.6.2 was known to a Party at the time of its disclosure or becomes known to the other Party without breach of this confidential obligation;
      3. 14.6.3 is independently developed by a Party;
      4. 14.6.4 is disclosed by a Party to a third party without restrictions on such third party's rights to disclose or use the same;
      5. 14.6.5 is approved for release upon a Party's prior written consent; or
      6. 14.6.5 is disclosed pursuant to judicial order, requirement of a governmental authority or by operation of applicable laws. Provided, however, in such case a Party shall, prior to such disclosure, notify the other Party about such disclosure requirement and give such Party a reasonable opportunity to resist disclosure and/or to obtain a suitable protective order. If a Party is unable to procure such protective order then the other Party shall only disclose such portion of information that it is advised, by its legal counsel in written form, is required to be disclosed for its compliance under this sub-clause.

  • 15 Force Majeure:

    1. Neither Party shall be liable or responsible for any failure to perform or delay in performance of their respective obligations hereunder if such failure or delay is due or attributable to or arises out of any Force Majeure event, provided written notice of occurrence of any Force Majeure event is given by the affected Party to the other Party within a period of 15 (fifteen) days of such occurrence and such notice includes reasonably satisfactory evidence of the Force Majeure event. Should the event of Force Majeure continue for an uninterrupted period of 90 (ninety) days or more, then the Parties shall mutually assess the circumstances and shall have the right to mutually terminate this Agreement if the Force Majeure event subsists. “Force Majeure” means an event that is not within the reasonable control of the Party whose performance under this Agreement is affected thereby and shall include any of the following events: civil disturbance, breach of peace, declared or undeclared war, act of interference or action by civil or military authorities, terrorist acts, sabotage, damage by the elements, air accident, riot, disorder, pandemic or epidemic.

  • 16 Disclaimer

    1. 16.1The role of the Service Provider shall be limited to such functions as expressly laid out in this Agreement. No implied duties or obligations shall be read into this Agreement against the Service Provider. The Service Provider shall further not be bound by the provisions of any other agreement.
    2. 16.2The Service Provider shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties under this Agreement.
    3. 16.3The Service Provider may, in good faith, accept and rely on any notice, instruction or other document received by it under this Agreement as conclusive evidence of the facts and of the validity of the instructions stated in it and as having been duly authorised, executed and delivered and need not make any further enquiry in relation to it.
    4. 16.4The Service Provider may act in conclusive reliance upon any instrument or signature believed by it, acting reasonably, to be genuine and may assume, acting reasonably, that any person purporting to give receipt, instruction or advice, make any statement, or execute any document in connection with the provisions of this Agreement has been duly authorised to do so. The Service Provider shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document.
    5. 16.5The Service Provider shall not be liable to any person for any losses or damages arising out of or in connection with the performance or non-performance of its obligations under this Agreement, except to the extent directly resulting from the fraud, wilful default or gross negligence of the Service Provider or any of its directors, officers, agents and employees.
    6. 16.6No instructions shall be given to the Service Provider which is not contemplated by or which is contrary to or inconsistent with this Agreement; and, in the event of any such instructions being given, the same shall be null and void and the Service Provider shall not be obliged to act upon, and shall be entitled to ignore, such instructions and continue to comply with the provisions of this Agreement. The Service Provider shall not incur any liability and shall not be liable for any loss or damage to the any person whomsoever consequent to the Service Provider not acting upon, and ignoring, any such instruction which is not contemplated by or which is contrary to or inconsistent with this Agreement.
    7. 16.7The Restaurant shall pay or reimburse the Service Provider upon its request for any payments including penalties, fines and/or any statutory or regulatory charges and duties at any time in relation to this Agreement and any other related documents, whether at the time of execution or thereafter.
    8. 16.8The Service Provider shall not be obliged to supervise, control or perform any acts or responsibilities of the Restaurant or any other third party.

  • 17 Assignment:

    1. Neither Party shall assign this Agreementn or any of the rights or interests hereunder to any third party without the prior written consent of the other Party.

  • 18 Notices:

    1. 18.1All notices given pursuant to this Agreement, shall be in writing and shall be deemed to be served as follows:
      1. 18.1.1in the case of any notice delivered by hand, when so delivered;
      2. 18.1.2in the case of any notice sent by facsimile, upon the receipt of a confirmation copy at the sender’s facsimile machine; and
      3. 18.1.2if sent by e-mail, 24 (twenty-four) hours after the e-mail is sent.
    2. 18.2Any change in the address of either Party shall be notified to the other Party in the same manner mentioned hereinabove.

  • 19 Waiver:

    1. The failure of either Party to require the performance by the other Party of any of the terms of this Agreement shall not affect that Party's right to enforce such term or terms at some later time, and the waiver by either Party of any breach of any provision of this Agreement shall be in writing and shall not be deemed to be a waiver of any subsequent breach of such provision.

  • 20 Entire Agreement:

    1. 20.1This Agreement, along with the Annexures hereto and the terms and conditions and the privacy policy on the POS Software is the entire Agreement between the Parties. No agreements, representations, or warranties other than those specifically set forth herein shall be binding on either Party unless in writing signed by both Parties.

  • 21 Amendments, Modifications and Alterations to this Agreement:

    1. This Agreement or any of its Annexure may not be amended, modified or altered except by an instrument in writing signed by both Parties hereto.

  • 22 Governing Law:

    1. This Agreement shall be governed and interpreted by and construed in accordance with the laws of India. The courts of Ahmedabad, Gujarat shall have jurisdiction in this matter.

  • 23 Dispute Resolution:

    1. 23.1Any dispute, controversy or claim arising out of or relating to this Agreement or any related agreement or other document or the validity , interpretation, breach or termination thereof (“Dispute”), including claims seeking redress or asserting rights under applicable law, shall, unless settled amicably between the Parties hereto, be resolved and finally settled in accordance with the provisions of the Arbitration and Conciliation Act, 1996 as may be amended from time to time or its re-enactment,. The arbitral tribunal shall be composed of one arbitrator to be appointed jointly by both the Parties and such Arbitration shall take place in Ahmedabad, Gujarat.
    2. 23.2The Parties agree that the award passed by the arbitration panel shall be final and binding upon the Parties, and that the Parties shall not be entitled to commence or maintain any action in any court of law in respect of any matter in dispute arising from or in relation to the Agreement, except for the enforcement of an arbitral award passed by an arbitration panel pursuant to this clause.

  • 24 Severability:

    1. If any of the provisions of this Agreement become invalid, illegal or unenforceable in any respect under any Applicable Law, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired in any way.
  • I, on behalf of the Restaurant have read the terms and conditions stated above and hereby agree to the same by clicking the ‘I agree’ button. This document is an electronic record in terms of the information Technology Act, 2000 and the rules framed thereunder. This electronic record is generated by a computer system and does not require any physical or digital signatures.

    • ANNEXURE-I

    SCOPE OF SERVICES

  • In addition to the POS Software and the Paid Services, the Service Provider undertakes to provide the following basic Services:

    1. PoS with Cloud excess
    2. Owner Dashboard
    3. Basic CRM
    4. Inventory with Recipe and Food Coasting
    5. All type of Reports
    6. Centralise Menu Access
    7. Notification Management
    8. Integration with third party applications
    9. Ebill

  • With above mentioned basic Services, the Service Provider may also provide the following add on Services at the request of the Restaurant and on payment of such additional consideration as prescribed:

    1. Captain App
    2. Feedback Service
    3. Website Service
    4. Tally Integration
    5. Item Photography
    6. Self Ordering Kiosk
    7. KDS
    8. Hardware (Like- Printers, Cash Drawer and touch screen monitors)
    9. Delivery Service
    10. Loyalty Service