Terms of Service

These Terms of Service (the "Terms") mandate the terms on which individuals and businesses operating restaurants/eateries (“You” or “Your” or “User”) willing to make available Products (as defined below) online to Customers (as defined below), access and register on the Software (as defined below) through the website [https://console.peppo.co.in/] owned and operated by Peppo Technologies Private Limited ( “the Company” or “We”) for availing Services (as defined below) provided by the Company in connection with the Software.

 

In case You are a legal entity, You represent and warrant that You have the full authority to bind all the persons/users who will be using the Software and the Services on Your behalf, You shall be liable for all acts and omission of such persons/users and the access and/or use of the Software by such authorised persons/users shall be deemed to be access and/or use of the Software by You. 

 

Please read the Terms of Service carefully before using or registering on the Software or accessing/using any Company Materials (as defined hereinafter), information or Services through the Software. By clicking on the “I accept” button provided below, You accept these Terms and agree to be legally bound by them. 

 

The Company retains an unconditional right to modify or amend the Terms. You can determine when these Terms were last modified by referring to the “Last Updated” legend above. It shall be Your responsibility to check these Terms periodically for changes. Your acceptance of the amended Terms shall signify Your consent to such changes and agreement to be legally bound by the same.

  1. DEFINITIONS

 

All terms and expressions when used with capitalized first letter shall have the meaning ascribed to them as hereunder. All other terms when used with capitalized first letter but not defined hereinbelow shall, unless repugnant to the context thereof, have the meaning ascribed to such terms elsewhere under these Terms:

  1. Company Materials means the Software, Documentation and any materials produced by the Company in the course of providing Services to the User. Company Materials include materials created for or in cooperation with the User, as well as any content, data or information that is generated by the User or its authorized representatives using the Services and/or the Software, but do not include any User Data or User’s Confidential Information.
     

  2. Confidential Information means with respect to the User: the non-public confidential information contained in the User Data, documents relating to the User, marketing and business plans of the User, Customer Information collected/gathered by the User and shared with the Company and/or User’s financial information, and with respect to the Company: (a) information relating to its customers, business, operations, financial conditions, research, marketing plans, Company Materials, Software and the Service, including, without limitation, all (i) computer software (both object and source codes) and related documentation or specifications; (ii) techniques, concepts, methods, processes and designs embodied in or relating to the Software or the Service; and (iii) all application program interfaces, system security and system architecture design relating to the Software or the Service; (b) Company’s research and development, product offerings, pricing and availability and (c) Customer Information collected/gathered/received by the Company from Front-End Platforms and/or Delivery Partners and shared with the User. In addition to the foregoing, Confidential Information of either Party (the Party disclosing such information being the “Discloser” and the other Party being the “Recipient”) may also include information which the Discloser protects against unrestricted disclosure to others that (i) the Discloser or its representatives designates as confidential at the time of disclosure; or (ii) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure; including, without limitation, information about or concerning any third party that is disclosed to the Recipient under these Terms. Confidential Information shall exclude information that: (i) as evidenced in writing, is independently developed by the Recipient without reference to the Discloser’s Confidential Information and without breaching confidentiality obligations, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (ii) is or has become generally available to the public without breach of these Terms by the Recipient; (iii) as evidenced in writing, at the time of disclosure, was known to the Recipient free of restriction and was not unlawfully appropriated; or (iv) the Discloser agrees in writing is free of such restrictions.
     

  3. Customer means any individual or entity (whether or not having separate legal personality) who/which purchases or places an order for purchase of Products from the User on the Software through any Front-End Platform, and includes any individual or entity who/which wishes to return any Product to the User, or has contacted the User or the Company in relation to any complaint or service related issue concerning such a Product.
     

  4. Customer Information means (i) all information relating to the Customer(s) (including names, addresses, telephone numbers, customer preferences, mobile numbers, email addresses, payment details including debit card and/or credit card details and such information that is or relates to personally identifiable information), information about the purchase of Products through the Software and related information; and (ii) any list, description or other grouping or categorisation of Customers that is derived using any such information. For the sake of clarity, Customer Information may either be shared by the User with the Company or may be directly collected by the Company from Front-End Platforms and/or Delivery Partners and shared with the User. 
     

  5. Delivery Partner means any person or entity providing Fleet Management services and has entered into an arrangement with the User or the Company for delivery of Products to Customers.
     

  6. Documentation means Company's then-current technical and functional documentation for the Service which is made available to the User along with the Service, including, but not limited to, configuration workbooks or release notes, instructional videos, mailers as applicable.
     

  7. Fees means the commission payable by the User to the Company, as described in Annexure A to these Terms.
     

  8. Fleet Management services means the services of pick-up of Products, drop of Products and delivery services in relation to Products between the User and the Customer.
     

  9. Front-End Platforms mean all web-based or mobile-based applications through which Customers can place orders for purchase of Products from the User on the Software, pursuant to agreements between the Company and such platforms. 
     

  10. User Data means any content, materials, data and information that Users or their authorised representatives input into the Software in the first instance, including the eatery/ restaurant(s)’ name along with their location(s), User’s bank account details, the Products offered by the User at each outlet of the User’s restaurant, the prices of the Products and the User’s Goods and Services Tax (GST) registration number, Permanent Account Number (PAN), details of the health/trade licenses issued to the restaurants (registered on the Software) of the User by local municipal corporation/state health department and Food Safety and Standards Authority of India (FSSAI) license/registration details.
     

  11. Product(s) means any food items and/or non-alcoholic beverages sold by the User to the Customers.
     

  12. Service means the hosted service(s) described in Annexure A to these Terms, in the context of the Software, including the Software as a service provided by the Company pursuant to these Terms, upgrades and updates thereto made generally available by the Company.
     

  13. Software means (i) the software application or program namely Peppo which inter alia (a) is integrated with Front-End Platforms and enables ordering and delivery of Products sold by Users to Customers, and (b) is accessible by the User to facilitate Product order management by User; and includes its source code and application programming interfaces (API) therein, developed by or for the Company, and used by the Company in the management, hosting or delivery of the Service to the User, (ii) any new releases, updates or upgrades applied thereof; and (iii) any complete or partial copies of any of the foregoing.

 

PART A - SPECIFIC TERMS 

 

2. LICENSE TO USE THE SOFTWARE 

 

In connection with Your use of the Service, and subject to these Terms, the Company grants You a non-exclusive, non-transferable and revocable license to use the Software in the Territory, solely for the purpose of making available for sale and selling Products to the Customers. Subject to compliance with the Terms, including without limitation, timely payment of undisputed Fees, the Company shall make the Service available to You, to be utilised solely for the purpose of Your own business purposes, to the extent specified in Annexure A. Except for the limited license expressly granted herein, the Company does not extend any proprietary right or interest in the Service, Software, Documentation, or the Company Materials. All rights not expressly granted to You are reserved by the Company.

 

3. REGISTRATION

 

  1. You shall be permitted to access the Services only upon creating an Account (as defined below) and obtaining a registration on the Software.
     

  2. To access and use the Software and the Services, You shall register on the Software by providing details as may be requested by the Company, from time to time, including Your bank account details, details of the Your restaurant(s) and their location(s), the menu of the Products offered by You at each outlet of Your restaurant along with the prices. You shall also provide the Company with attested true copies of documents specified in Annexure B to these Terms. Upon preliminary/basic verification of the information and the documents provided by You, the Company shall issue access credentials to You to access and use the Software. It is hereby clarified that the Company’s preliminary verification or failure to conduct the same shall not exempt Your responsibility or liability in respect of accuracy or genuineness of any information /documents shared by You. You agree and accept that as on the date of Your registration on the Software, all the information and documents provided by You are complete, accurate and up-to-date. In the event of any change in the information or documents provided by You to the Company including User Data, You shall promptly provide the Company with a written update of such information or documents, as the case may be.
     

  3. You agree that Your ability to continue using the Services is subject to Your continued registration on the Software.

 

4. SERVICES

 

  1. Details of Services provided by the Company to the User are specified in Annexure A to these Terms. The Company may, at its sole discretion, change or modify the Services at any time, provided that the Company shall not materially diminish the functionality of the Services as agreed under Annexure A to these Terms. You shall be notified by the Company of any changes to the Services and Your access to the Services will accordingly stand modified, specifically in the case where the Company has offered new Services and You have chosen to avail the same.
     

  2. Details of the support that the Company will provide for the Services is specified in Annexure C to these Terms. The Company shall use commercially reasonable security technologies (such as encryption, password protection and firewall protection) in providing the Service.
     

  3. In order to enable You (i) to fulfil orders received from Customers for Products and (ii) to provide services to Customers in relation to orders specified in (i) above, the Company shall pass on/disclose/share to You such Customer Information that the Company receives from Front-End Platforms or from Delivery Partners. You agree that all such Customer Information is shared by the Company with You on an as-is basis, without any verification or guarantee of accuracy or truthfulness whatsoever, and the Company shall not, under any circumstances, be held liable for any losses, damages or claims (including any claims from Customers or any third parties) incurred by You due to inaccuracy or incorrectness of Customer Information. 
     

  4. You may share certain Customer Information collected/gathered by You with the Company to enable the Company to send promotional messages to Customers on Your behalf informing Customers that they can order Products through Front-End Platforms. You understand and agree that the Company shall not verify any such Customer Information received from You and You shall be solely responsible for obtaining necessary consents from Customers to collect, share and disclose such Customer Information to the Company in the manner specified in Clause 5.1 below.
     

  5. You permit and authorise the Company to share and disclose User Data to any person including to Front End Platforms and Delivery Partners, as may be required for performance of Services by the Company under these Terms and to enable You to provide services to the Customers in relation to Product order fulfilment.
     

  6. In the event You choose to avail services of any Delivery Partner through the Software, You acknowledge and accept the following: (i) You will comply with the terms and conditions listed in Annexure E to these Terms; (ii) the Fleet Management services are being provided by the Delivery Partner to You; the Company is not responsible for the services of the Delivery Partner; and (iii) the Fleet Management services of the Delivery Partner will be available in such areas and locations as indicated on the Software. 

 

5. RESPONSIBILITIES AND OBLIGATIONS OF USERS

 

  1. You shall be responsible for entering or inputting User Data into the Software, and for the content of the User Data. You acknowledge that the Company will store, have access to, use and disclose User Data, to the extent necessary to provide Services, or to drive improvements in the Services. To the extent You are sharing Customer Information with the Company, You shall be solely responsible for making necessary disclosures to Customers and agree that You have and will continue to collect, share and handle all Customer Information in compliance with all applicable privacy and data protection laws, rules and regulations.
     

  2. You shall also be solely responsible for determining the suitability of the Services for Your business and for complying with any regulations, laws, or conventions applicable to User Data and Your access to and use of the Services.
     

  3. You undertake that You shall, and Your authorized representatives shall use the Services strictly in accordance with the Documentation.
     

  4. You agree to provide prompt and accurate updates of (i) the menu and prices of the Products, from time to time; and (ii) the status of the Product orders placed by Customers, including whether the Product is ready for pick up, whether the Product has been picked up, etc. You shall be solely responsible for all consequences arising from the above updates, including the inaccuracy of any such update.
     

  5. You shall maintain commercially reasonable security standards, including without limitation sufficient processes and safeguards to ensure that User Data is not made available to any unauthorised individual, person or entity. Company shall be liable only to the extent where any unauthorised disclosure or leakage of User Data is solely and directly attributable to the Service or the Software.
     

  6. You hereby grant to the Company the non-exclusive right to use User Data for the purpose of and only to the extent necessary for the Company to manage or provide the Service, in accordance with these Terms, and to drive improvements in the Software or the Service.
     

  7. You shall be solely responsible and liable for addressing any queries and resolving any complaints of Customers and providing any assistance to Customers in relation to Products sold through the Software. The Company shall direct the Customers to contact You in case of any queries or complaints and all such queries and complaints shall be resolved by You in accordance with the dispute resolution matrix annexed as Annexure D to these Terms, no later than [.] hours from the time such complaint is communicated to You by the Company. You shall bear all liability in relation to Customer queries and complaints, in the manner set out in Annexure D. In the event You decide to refund any amount to any Customer while resolving a complaint, and require the Company to process such refund on Your behalf, You shall immediately and no later than [.] from date of complaint, request the Company to process refund through the tab made available in the Software or this purpose.
     

  8. For the purpose of Annexure D, You shall be responsible for determining whether a Customer is a habitual offender or an infrequent complainer and You shall make such determination in good faith and on a bona fide basis.

 

6. FEES AND TERMS OF PAYMENT

 

  1. In consideration of the Services, You shall pay to the Company the Fees specified in Annexure A to these Terms, within such period of time as specified in Annexure A. The amount payable by You to the Company under these Terms, may be revised from time to time, upon mutual agreement between the Company and You. Till such time that You continue to have a valid Account and continue to avail Services, You agree to a review of the amount of Fees payable by You under these Terms, in the month of [●] every year. All revisions to the Fees, mutually agreed between You and the Company, shall be stated in these Terms which will be duly amended from time to time to incorporate the same, and all such revisions to the Fees shall be effective immediately upon the same being incorporated in these Terms.
     

  2. You agree that all prices, Fees and other charges payable under these Terms shall not include any sales tax, service tax, value added tax, goods and services tax, customs duty or any other similar taxes or levies, now or hereafter levied (collectively, the “Taxes”). The Company shall separately mention in the invoice all such Taxes payable by You. 
     

  3. Except as expressly set forth in these Terms, all Fees are non-refundable. You agree that You shall not have a right to withhold undisputed Fees or set off any amount against Fees owed for any reason whatsoever.

 

PART B - GENERAL TERMS 


 

7. ELIGIBILITY TO USE

 

  1. If You are an individual, You represent that You are of legal age to form a binding contract. You further represent that You are not barred from receiving Services under the applicable laws. If You do not conform to the above qualifications, You shall not be permitted to avail the Services or use or register on the Software.
     

  2. You may permit Your authorised representatives to access and use the Software, provided that (i) You shall ensure, and take all necessary measures to ensure that such access and use by Your authorised representatives is in compliance with the provisions of these Terms; (ii) You shall be solely and entirely responsible for the acts and omissions of any of Your authorised representatives, as if they were Your acts and omissions; and (iii) You agree to indemnify and hold the Company harmless for any act or omission on the part of Your authorised representatives.
     

  3. You shall not have more than one active Account (as defined hereinafter) on the Software. Additionally, You are prohibited from selling, trading, or otherwise transferring Your Account to another party.

 

8. ACCOUNT, PASSWORD, AND SECURITY

 

  1. In order to avail the Services, You will have to register on the Software and create an account by fulfilling the requirements specified in Clause 3.2 of these Terms (“Account”). 
     

  2. You will be responsible for maintaining the confidentiality of the Account information, including Your Account access credentials and are fully responsible for all activities that occur under Your Account. You undertake that Your Account information shall not be shared or used by any person other than You or Your authorised representatives and You shall be solely responsible for the safety and security of the same. You agree to (a) immediately notify the Company of any unauthorized use of Your Account information or any other breach of security, and (b) ensure that You exit from Your Account at the end of each session. The Company cannot and will not be liable for any loss or damage arising from Your failure to comply with this provision. You may be held liable for losses incurred by the Company or any other User or visitor to the Software due to authorized or unauthorized use of Your Account as a result of Your failure in keeping Your Account information secure and confidential.
     

  3. You undertake that access credentials issued to You to access or utilize the Service through the Software shall not be shared or used by any person other than You or Your authorised representatives and You shall be solely responsible for the safety and security of the same.

 

9. REPRESENTATIONS AND UNDERTAKINGS

 

  1. Subject to Your compliance with these Terms, including without limitation, timely payment of undisputed Fees, the Company shall make the Service available to You, to be utilised solely for Your own business purposes.
     

  2. You undertake to comply with all applicable laws, rules and regulations as may be prescribed by the government and authorities in relation to the sale of Products by You to the Customers and while rendering any services to the Customers in relation to such Products.
     

  3. You undertake that You shall not, and shall ensure that Your authorised representatives do not: 
     

    1. copy, translate, disassemble, decompile, reverse-engineer or otherwise modify any parts of Company Materials, the Service or the Software; 
       

    2. sublicense, license, sell, lease, rent or otherwise make the Service or Software available to any third party;
       

    3. host, display, upload, modify, publish, transmit, update or share any content, data or information that belongs to another person, or is grossly harmful, abusive, malicious, harassing, tortious, blasphemous, defamatory, vulgar, pornographic, paedophilic, obscene, libellous, invasive of another’s privacy right or right of publicity, hateful, or racially or ethnically objectionable, disparaging, relating to or encouraging money laundering or gambling, harmful to minors, or otherwise unlawful in any manner; 
       

    4. violate any applicable law, or perform any act or omission that threatens the unity, integrity or sovereignty of India; 
       

    5. perform any act or omission that deceives or misleads the recipient of any information about the origin of such message, or impersonates any person; 
       

    6. infringe the intellectual property rights of any entity or person; 
       

    7. interfere with or disrupt the Software or systems used to host the Service, or other equipment or networks connected to the Service, including without limitation by way of any software virus or any software program or code designed to interrupt, destroy or limit the functionality of any computer resource; 
       

    8. use the Service in the operation of a service bureau, outsourcing or time-sharing service; 
       

    9. circumvent or disclose the user authentication or security of the Service or any host, network, or account related thereto; 
       

    10. access the Service for the purpose of building a competitive product or service or copying its features or user interface; 
       

    11. permit access to the Service by a direct competitor of the Company; and make any use of the Service that violates any applicable local, state, national or foreign law or regulation.
       

  4. You agree that Your licensing of the Software and availing of the Service is neither contingent upon the delivery of any future functionality or features (except those covered in any Annexure A to these Terms) nor dependent upon any oral or written public comments made by the Company, including any roadmaps, with respect to future functionality or features. The Company shall deliver to You the current functionalities or features forming part of the Service. The Company agrees that in case functionality or features being developed by the Company in future is to become part of Service provided by the Company to You, such future functionality or features shall be provided to You on such terms, as may be mutually agreed between You and the Company at such point in time.
     

  5. You shall be responsible for the security, availability and reliability of any technology platform owned or operated by You and used in relation to the Software. You shall be solely responsible for the accuracy, reliability and accessibility of the webpages or other information inputted or provided by You into the Software.
     

  6. You shall not, and shall ensure that Your authorised representatives do not, during the course of accessing or using the Software or Service, access, store, distribute or transmit any specific thing or device (including any software, code, file or program) which may: 
     

    1. prevent, impair or otherwise adversely affect the operation of the Software, Service, Company Materials or any other computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; 
       

    2. prevent, impair or otherwise adversely affect access to or the operation of the Software, Service, Company Materials or any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or 
       

    3. adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
       

  7. You agree that the Company is only bound by and to the extent of its obligations expressly set out in these Terms. The Company shall not be bound by the provisions of any other agreement or understanding between You and Your Customers. No implied or fiduciary duties or obligations of the Company shall be read into these Terms. Notwithstanding anything contained in these Terms, the Company shall not be liable for the performance of Your obligations to Customers including addressing or resolving any complaints or queries of Customers, or any disputes arising between You and the Customers or for any breach of applicable law by You in providing any services to Customers, and the Customers shall not have the right to recourse against the Company for failure by You to fulfil Your obligations, under contract or law.
     

  8. You represent that all information and documents provided by You to the Company in accordance with these Terms, including User Data is true, updated and accurate. 
     

  9. You shall be solely responsible for Your employees and authorised representatives and all claims made in relation to or by Your employees and/or authorised representatives, and the Company shall not be responsible for them in any manner whatsoever.
     

  10. You represent and warrant that all governmental authorisations, consents, licenses, registration, approvals and other consents required under applicable law for the provision of services by You to Customers have been obtained and shall remain in force for as long as You are using the Software and Services.
     

  11. You agree to not engage in activities that may adversely affect the use of the Software by other Users or the Company.
     

  12. You agree not to access (or attempt to access) the Software and the Company Materials or the Services by any means other than through the interface that is provided by the Company. You shall not use any deep-link, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, scrape, copy or monitor any portion of the Software or Company Materials, or in any way reproduce or circumvent the navigational structure or presentation of the Software, materials or any Company Materials, to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Software. 
     

  13. You shall not be entitled use the name of the Company or the Software or refer to the Service in publicity, advertising, or similar activity, without the prior written consent of the Company. You agree that the Company, may use Your name in publicity, advertising, or similar activity, including in the customer lists of the Company, with prior written notice to You.
     

  14. The Company represents and warrants that (i) it is the owner of and is authorized to provide, the Software in connection with the Services; and (ii) to its knowledge, there are no infringements of any intellectual property right of any third-party software in performing the Services or providing the Software in accordance with the Terms. 
     

  15. The Company warrants that the Service will substantially conform to the specifications in the Documentation. The foregoing warranty shall not apply to the extent: (i) the Service are not being used in accordance with the Terms and/or any Documentation; or (ii) any non-conformity is caused by third-party products, content or service being accessed through the Service. Your sole and exclusive remedy, and the Company’s entire liability for breach of the warranty in this Clause 9.15, shall be correction of the warranted non-conformity. If the Company fails to correct the warranted non-conformity after using reasonable commercial efforts for a continuous period of [●] ([●]) days, the Company may terminate access to the non-conforming Service and refund any Fees paid by You in advance for such Service (as identified in Annexure A) .  
     

  16. Both You and the Company undertake not to use or reproduce each other’s Confidential Information in any form except as required to accomplish the intent of these Terms. Any reproduction of any Confidential Information of the other party shall remain the property of the Discloser and shall contain any and all confidential or proprietary notices or legends which appear on the original. With respect to the Confidential Information of the other, each party (i) shall take all Reasonable Steps to keep all Confidential Information strictly confidential; and (ii) shall not disclose any Confidential Information of the other to any person other than individuals whose access is necessary to enable it to exercise its rights and/or perform its obligations hereunder and who are under obligations of confidentiality substantially similar to those set forth herein. “Reasonable Steps” means those steps the Recipient takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. If the Recipient is compelled by law or legal process to disclose Confidential Information of the Discloser, it shall provide the Discloser with prompt prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Discloser’s expense, if the Discloser wishes to contest the disclosure.

 

10. INTELLECTUAL PROPERTY RIGHTS

 

  1. The Company owns all right, title and interest in any and all copyrights, trademark rights, patent rights and other intellectual property or other rights in the Software, Service, Documentation, any Company Materials, and any application programming interfaces, improvements, design contributions translations, all text, graphics, user interfaces, visual interfaces, sounds and music (if any), artwork and computer code on the Software, reproductions or derivative works thereto. Except as expressly provided herein, You acknowledge and agree that You shall not copy, republish, post, display, translate, transmit, reproduce or distribute any Company Materials or content through any medium without obtaining the necessary authorization from the Company. You agree that the Company shall have the right to publish any copyright notices on the Software, as required or passed through by Company on the user interface of the Software.
     

  2. The trademarks, logos and service marks displayed on the Software (“Marks”) are the property of the Company or other respective third parties, as the case may be. You are not permitted to use the Marks without the prior consent of the Company, or the third party that may own the Marks. 
     

  3. You own all right, title and interest in any and all copyrights, trademark rights, patent rights and other intellectual property or other rights in the User Data. You hereby grant the Company the right to access, use and disclose the non-public and confidential User Data for the purposes and in the manner specified in these Terms.

 

11. THIRD PARTY CONTENT

 

  1. The Service may contain links to external websites (including embedded widgets or other means of access) and/or information provided on such external websites by third parties. The Company shall not be responsible in any manner for the content of any third party linked website.

 

12. DISCLAIMER OF WARRANTIES & LIABILITY

 

You expressly understand and agree that, to the maximum extent permitted by applicable law:

 

  1. the Software, Services, Company Materials, Customer Information and other materials are provided by the Company on an “as is” basis without warranty of any kind, express, implied, statutory or otherwise, including the implied warranties of title, merchantability, suitability or fitness for a particular purpose or results to be derived from the use of the Service, Software, Documentation or other Company Materials provided hereunder. Without limiting the foregoing, the Company makes no warranty that (i) the Software or the Services will meet your requirements or your use of the Software or the Services will be uninterrupted, timely, secure or error-free; (ii) the results that may be obtained from the use of the Software or Services will be effective, accurate or reliable; (iii) the quality of the Software or Services will meet your expectations; or (iv) any errors or defects in the Software or Services will be corrected. No advice or information, whether oral or written, obtained by You from the Company or through use of the Services shall create any warranty not expressly stated in these Terms. You acknowledge and accept that the Service may be unavailable for short periods due to any maintenance or service window. The Company disclaims all warranty and liability in the event that the Service or Software is unavailable for use due to reasons beyond the Company’s control, such as mobile data connectivity, internet connectivity or compatibility.
     

  2. the Company will not be liable for any loss that You may incur as a consequence of unauthorized use of Your Account, Account information or access credentials in connection with the Software, either with or without Your knowledge.
     

  3. the Company has endeavoured to ensure that all the information on the Software is correct, but the Company neither warrants nor makes any representations regarding the quality, accuracy or completeness of any data, information regarding the Service or otherwise. The Company can make changes to the Software and Service in the manner specified in these Terms. You understand that the Company does not undertake any commitments or obligations to update the content or the Service provided in relation to the Software. The Company shall not be responsible for the delay or inability to use the Software or the Services or related functionalities, the provision of or failure to provide functionalities, or for any information, software, functionalities and related graphics obtained through the Software, or otherwise arising out of the use of the Software, whether based on contract, tort, negligence, strict liability or otherwise. Further, the Company shall not be held responsible for non-availability of the Software during periodic maintenance operations or any unplanned suspension of access to the Software that may occur due to technical reasons or for any reason beyond the Company’s control. You understand and agree that any material or data downloaded or otherwise obtained through the Software is done entirely at Your own discretion and risk, and that You will be solely responsible for any damage to Your computer systems or loss of data that results from the download of such material or data. 
     

  4. The Company makes no representation or warranty in relation to the third-party software or materials. You agree that the Company shall not be liable in any manner for any losses or damages sustained by You which is directly attributable to Your use of any third-party software or materials. 

 

13. INDEMNIFICATION

 

  1. User shall indemnify the Company and its affiliates against all losses, damages and claims (including claims from Customers and any third parties),  arising out of or related to (i) any breach or alleged breach of any representations, warranties, obligations, covenants and undertakings of the User hereunder; (ii) any negligence or willful omissions of the User; and/or (iii) any use of the Service or use of Software by the User or its authorised representatives, in violation of these Terms or Documentation or any applicable law or regulation; and/or (iv) the collection and storage of User Data, or User’s use of the Service or the Software, in breach of these Terms or in infringement of the rights of a third party; and/or (v) sale of Products by the User to the Customers through the Software, including on account of  deficiency in the quality or quantity of such Products, any fraudulent or negligent act of the User or its authorised representatives in relation to the sale of Products; and/or (vi) any disputes between the User and the Customers in relation to the Products sold through the Software or any services provided by the User to the Customers in relation to such Products; and/or (vii) any breach or alleged breach of any applicable law by the User. The foregoing shall apply regardless of whether such loss or damage is caused by the conduct of the User and/or its authorised representatives or by the conduct of a third-party using User’s access credentials.

 

14. LIMITATION OF LIABILITY

 

  1. Notwithstanding anything herein to the contrary, except for damages resulting from unauthorized use or disclosure of Confidential Information, under no circumstances and regardless of the nature of any claim, shall the Company or its affiliates be liable to the User or any other person or entity under these Terms for an amount of damages in excess of the Fees paid by the User in the [•] months period immediately preceding the date of the incident giving rise to liability. Further, neither the User nor the Company shall be liable in any amount, regardless of the nature of claim, for any special, incidental, consequential, or indirect damages, loss of goodwill, loss of revenues or business profits, loss of data, work stoppage or for exemplary or punitive damages, arising out of, or relating to these Terms whether framed as a breach of warranty, in tort, contract, or otherwise even if a party has been advised of the possibility of such damages.
     

  2. The Parties agree that aforementioned liability limitations shall include any claims against employees of the Company, subcontractors of the Company, or any other persons authorized by the Company.

 

15. VIOLATION OF THE TERMS 

 

  1. You agree that the Company may, in its sole discretion and without prior notice, terminate Your access to the Software and to the Services for cause, delist You and block Your future access to the Software if the Company determines that You and/or Your authorized representatives have violated these Terms. You also agree that any violation by You and/or Your authorized representatives of these Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to the Company, for which monetary damages would be inadequate, and You consent to the Company obtaining any injunctive or equitable relief that the Company deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that the Company may have at law or in equity. In case of such breach or violation by any of Your authorised representatives, You agree to extend reasonable cooperation to the Company in defence or prosecution of any claim in this regard. Such cooperation shall include the retention, and upon the request of the Company, the provision of records and information which are reasonably relevant to such claim and making of representatives available on a mutually convenient basis to provide additional information and explanation of any matters relating to such claim.
     

  2. If the Company does take any legal action against You as a result of Your violation of these Terms (including any violation of the Terms by Your authorised representatives), the Company will be entitled to recover from You, and You agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to the Company. 

 

16. TERMINATION 

 

  1. The Terms will continue to apply until terminated by either You or the Company as set forth below or in accordance with Clause 2.4 of Annexure A to these Terms.
     

  2. Either party may terminate these Terms, by giving written notice of [[●] ([●])] days to the other party, without assigning any reason thereof. 
     

  3. Either party may terminate these Terms by giving [[●] ([●])] days written notice to the other party of such other party’s material breach of any provision of these Terms, unless the breaching party has cured such breach during such [[●] ([●])] day period.
     

  4. The Company may, at any time, with or without notice, terminate the Terms with You if:
     

    1. You or Your authorised representatives breach any of the provisions of the Terms, or any other terms, conditions, or policies that may be applicable to You from time to time (or have acted in a manner that clearly shows that You do not intend to, or are unable to, comply with the same);
       

    2. The Company is required to do so by law (for example, where the provision of the Services to You is, or becomes, unlawful or upon receiving request for termination by law enforcement or other government agencies);
       

    3. The provision of the Services to You by the Company is, in the opinion of the Company, no longer commercially viable or in any way detrimental to the Company, its business or the Software; or
       

    4. You provide any information that is untrue, inaccurate, not current or authentic or incomplete (or becomes untrue, inaccurate, not current or incomplete), or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current, authentic or incomplete.
       

  5. Notwithstanding the Company’s right to terminate as set forth in Clauses 16.2, 16.3, 16.4 above and Clause 2.4 of Annexure A to these Terms, the Company may, in its reasonable determination and with prior written notice to You, suspend or temporarily deactivate Your access to the Service or a portion thereof, if and to the extent the Company can substantiate that Your use has or continued use of the Service may result in harm to the Service (including the security of the systems used to provide the Service) or other clients of the Company, or the rights of third parties.
     

  6. Upon expiry or termination of these Terms, the Company shall be entitled to permanently delete all User Data, following which You shall have no right or claim against the Company for any reason whatsoever in connection with the User Data. The Company may continue to retain and use any data or information pertaining to You and Your Customers in an aggregated and/or anonymised form (such that none of Your personal data or any personally identifiable information in the Customer Information shared by You with the Company can be deduced), post termination of these Terms, in accordance with applicable law. Upon termination of these Terms, both You and the Company shall promptly return to each other all papers, written materials, business information/documentation and other Confidential Information in its possession in connection with these Terms. 
     

  7. Upon such termination these Terms, the Company shall have no further obligation to deliver the Service to You and You shall also not have an obligation to make further payment after the effective date of termination of these Terms; provided that You have paid all Fees due to the Company for the performance of the Service by the Company till the effective date of termination these Terms. The termination of these Terms shall not relieve either party of its obligations and liabilities under these Terms accruing up to the date of termination, including the payment of Fees in consideration of the Services rendered by the Company up to the date of termination. 

 

17. GOVERNING LAW

  1. These Terms and all transactions entered into on or through the Software and the relationship between You and the Company shall be governed in accordance with the laws of India without reference to conflict of laws principles. 
     

  2. You agree that all claims, differences and disputes arising under or in connection with or in relation to the Software, the Services, the Terms or any transactions entered into on or through the Software or the relationship between You and the Company shall, subject to the dispute resolution provision, be subject to the exclusive jurisdiction of the Courts at Bangalore, India and You hereby accede to and accept the jurisdiction of such courts. 

 

18. REPORT ABUSE

 

In the event You come across any abuse or violation of these Terms or if You become aware of any objectionable content on the Software, please report to the following e-mail id: [●].

 

19. COMMUNICATIONS

 

You hereby expressly agree to receive communications by way of SMS and/or e-mails from the Company relating to the Services. You can unsubscribe/ opt-out from receiving communications from the Company through SMS and e-mail anytime by visiting [●].

 

20. GENERAL PROVISIONS

 

  1. Relationship between the User and the Company: Notwithstanding anything to the contrary contained in these Terms, the relationship between the User and the Company shall be on a principal to principal basis and nothing in these Terms will be construed as creating an agency, partnership, franchise, joint venture, association of persons or employment relationship between the parties. 
     

  2. Notice: All notices from the Company will be served by email to Your registered e-mail address or by general notification on the Software. Any notice provided to the Company pursuant to the Terms should be sent to [●] with subject line - Attention: TERMS OF SERVICE. 

  3. Assignment and Sub-contracting: You cannot assign or otherwise transfer these Terms, or any rights granted hereunder to any third party. The Company’s rights under the Terms are freely transferable by the Company to any third party without the requirement of seeking Your consent. The Company may in its sole discretion, sub-contract parts of its obligations to third parties; provided that the Company shall remain ultimately responsible for performance of its obligations stated in these Terms.
     

  4. Severability: In the event that any one or more of the provisions contained in these Terms be held to be invalid or unenforceable in any respect by a court or arbitrator, such invalidity or unenforceability shall not affect the other provisions of these Terms. In such an event, the User and the Company shall attempt to substitute the invalid or unenforceable provisions with provisions that are legally enforceable and carry a similar or equivalent intent as the provisions struck down; and if such substitution is not possible, then these Terms shall be construed as if such invalid or unenforceable provision had never been contained herein.
     

  5. Waiver: Any failure by the Company to enforce or exercise any provision of the Terms, or any related right, shall not constitute a waiver by the Company, as the case may be, of that provision or right. Further, waiver by the Company of any default or breach of the Terms at any one instance shall not be deemed or construed to be a continuing waiver of default or breach of such term or condition for the future or any subsequent breach thereof.    
     

  6. Dispute Resolution: In case of any dispute between a User and the Company arising out of these Terms, the same shall be settled by arbitration under the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator to be mutually appointed by the Company and the concerned User. The venue of arbitration shall be Bangalore and the language of arbitration shall be English. 
     

  7. Survival: All provisions herein which by their very nature are intended to survive the expiry or early termination of these Terms, including Clause 1 (Definitions), Clause 10 (Intellectual Property Rights), Clause 13 (Indemnification), Clause 14 (Limitation of Liability) and Clause 20 (General Provisions), shall survive the expiry or early termination of these Terms.

 

21. IP INFRINGEMENT

If You believe the Software or any of the Services violate Your intellectual property, You must promptly notify the Company in writing at [●]. These notifications should only be submitted by the owner of the intellectual property or an agent authorized to act on his/her behalf. However, any false claim by You may result in the termination of Your access to the Software and Services. You are required to provide the following details in your notice:

 

  1. the intellectual property that You believe is being infringed;

  2. the item that You think is infringing and include sufficient information about where the material is located on the Software;

  3. a statement that You believe in good faith that the item You have identified as infringing is not authorized by the intellectual property owner, its agent, or the law to be used in connection with the Software; 

  4. Your contact details, such as Your address, telephone number, and/or email; 

  5. a statement that the information You provided in Your notice is accurate, and that  You are the intellectual property owner or an agent authorized to act on behalf of the intellectual property owner whose intellectual property is being infringed; and 

  6. Your physical or electronic signature.

ANNEXURE A

DETAILS OF SERVICES AND FEES

1. SERVICE
 
  1. Service Description : The Company shall provide the Services mentioned below and the User shall have the right to access and use the Services specified in the table below, subject to the terms and conditions of this Annexure and the Terms.

2. Fees
 
  1. In consideration of the Services rendered by the Company, the User shall pay the Company, the following amounts (“Fee(s)”):

2. Within [●] ([●]) days from the date the payment is due, as detailed in this Clause 2 of this Annexure, the Company shall raise an invoice against the User for the Services rendered. [The User is obligated to make the payment within [●] ([●]) days from the date of receipt of the invoice from the Company.]
 

3. In the event of a discrepancy in the invoice raised by the Company, the User shall notify the Company regarding the same within [●] ([●]) days of the receipt of the invoice. Upon receipt of the notice by the Company, the User and the Company shall discuss and resolve the discrepancy, if any, within [●] ([●]) days of the receipt of notice by the Company. The parties may extend the said period of [●] ([●]) days by mutual agreement. In the event the User and the Company fail to mutually resolve the dispute, either of the parties shall have the right to refer the said dispute for arbitration under Clause 20.6 of the Terms. Notwithstanding the dispute, the User shall pay the undisputed portion of the invoice.
 

4. [In the event that the undisputed Fees or part thereof remains unpaid by the User for a period of [●] ([●]) working days following the due date of payment, then the Company shall have the right to suspend or deactivate User’s access to the Service and the Software, until such time as the User makes full payment of all undisputed Fees invoiced and due. Further, in the event that the Fees or part thereof remains unpaid for a period of [●] ([●]) working days following the suspension of the User’s access to the Service as specified above, then the Company shall have a right to terminate the Terms upon which the User shall have no right to claim refund of any Fees already paid.]

ANNEXURE B

DOCUMENTS TO BE PROVIDED BY THE USER TO THE COMPANY

  1. GST Identification Number Certificate of the User.
     

  2. License/registration certificate issued to the restaurant by FSSAI.
     

  3. Health/trade license issued to the restaurant (registered on the Software) of the User by local municipal corporation/state health department to ensure the general health and safety of the public.
     

  4. Any other document as may be requested by the Company from the User, from time to time.

ANNEXURE C

SUPPORT OFFERING

  1. [The User will receive from time-to-time notifications about software upgrades including: new versions, service packs, patches and instructions for applying the upgrades that are supplied by the Company. The Company shall support each major version of the Software for the period during which these Terms and in force.]
     

  2. In the event the User requires any assistance in relation to any feature of the Software (including technical issues) or the Services, it may contact below:

    help@peppo.co.in

    In case of any change in the aforesaid information, the Company shall notify the User in writing (email permitted) within 30 days of the change.

ANNEXURE D

DISPUTE RESOLUTION MATRIX FOR HANDLING AND RESOLUTION OF COMPLAINTS RECEIVED BY THE USER FROM CUSTOMERS

Below are the scenarios in which Users may receive complaints from Customers in relation to the orders for Products placed by them through the Software and the manner in which the payment/refunds will be handled in each of these scenarios by the User:

TYPE 1
Scenarios
  1. User rejects the order before the Delivery Partner accepts the order.
     

  2. User accepts an order, then cancels it before the Delivery Partner accepts the order.
     

  3. User fails to accept an order placed by a Customer till "X" minutes after the Customer has completed payment for the order and the order gets cancelled before any Delivery Partner accepts the order.
     

  4. User accepts an order and thereafter, the Software timeout as it is unable to find a Delivery Partner and accordingly, the order gets cancelled within X10 mins after the User accepts the order on the Software.
     

  5. Delivery Partner rejects the order and Software is unable to find another Delivery Partner and hence, the order gets cancelled within X10 minutes after the User accepts the order.
     

  6. Delivery Partner accepts the order and then cancels it before the order is picked up, and the order gets cancelled.

    1. Order cancels within X10 minutes after the User accepts the order.

TYPE 2
Scenarios
  1. User cancels an order placed by a Customer on the Software after the Delivery Partner has accepted the order but before the Delivery Partner has picked up the order.
     

  2. User fails to accept an order placed by a Customer till "X" minutes after the Customer has completed the payment for the order, and as a result, the order gets cancelled.
     

    1. Order cancels after the Delivery Partner accepts the order but before the Delivery Partner picks up the order.

TYPE 3
Scenario
  1. User accepts an order from a Customer and cancels the order after the Delivery Partner has accepted the order but before the Delivery Partner picks up the order.

TYPE 4
Scenario
  1. If the User decides to make a refund of payment made by a Customer towards an order after the order has been delivered to the Customer on account of (a) Products get spilled during delivery; or (b) the Customer complains that one or more of the Products ordered by him/her are missing.

ANNEXURE E

APPLICABLE COMPLIANCE IN RELATION TO FLEET MANAGEMENT SERVICES

  1. You agree and acknowledge that the pick-up location and the drop off location for any service of delivery availed by you from any Delivery Partner will be updated by You on the Software and that the Delivery Partner will rely on such information to provide the delivery services in relation to the Products. You must ensure that the details for the locations updated on the Software are accurate and identifiable by the Delivery Partner and You agree that You are solely responsible for and in control of the information You provide.
     

  2. You shall use the services of the Delivery Partner through the Software only for delivery of Products to Customers. You shall not use the delivery services for any other purpose including for delivery of items which are illegal, immoral, hazardous, unsafe, dangerous, or otherwise restricted or constitute items that are prohibited by any statute or law or regulation. The Company shall have no liability with respect to Your misuse or abuse of the services provided by the Delivery Partners.  
     

  3. You agree and acknowledge that You are solely responsible for the Products for which You avail the services of the Delivery Partner through the Software. The Company shall in no manner be responsible for any loss, theft or damage of the Products.
     

  4. You agree to indemnify, defend and hold harmless the Company and its affiliates including but not limited to its officers, directors, consultants, agents and employees (“Indemnitees”) from and against any and all losses, liabilities, claims, damages, demands, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by the Indemnitees that arise out of, result from, or may be payable by virtue of, any breach or non-performance of any obligation, covenant, representation or warranty by You in Your use of the Fleet Management services through the Software or any misrepresentation with respect to the data or information provided by You in availing such services or Your violation of any rights of another, while availing Fleet Management services through the Software.