TERMS AND CONDITIONS OF RESTAURANT PARTNER
Infoskies, on behalf of itself and its affiliates/group companies under the brand "Pappad" (“Pappad”), is the author and publisher of the internet resource www.pappad.com and the mobile application ‘Pappad’ (together,“Platform”). NEXT IT and SYSTEM L.L.C will operate, manage Pappad in UAE. Throughout the application, the terms “we”, “us” and “our” refer to INFOSKIES, INFOSKIES offers this app, including all information, tools and services available from this app to you, the restaurant partner, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here. ?
i. Pappad will list Restaurant Partner’s menu and the price list on the Platform; and transfer to the Restaurant Partner, the amounts received from the Customers in accordance with agreed Terms set out herein.
ii. Pappad will display on the Platform, on best effort basis, all necessary information provided by the Restaurant Partner. However, Pappad is not under any obligation to display any information until the Restaurant Partner provides all required information and such information is in compliance with Pappad’s policies and guidelines.
iii. Pappad will retain the right to change the rate of taxes on the Menu item list shared by the Restaurant Partners for listing on the Platform.
iv. Pappad is only responsible for providing (i) a Platform to the Restaurant Partner to list, offer and sell the Restaurant Services to the Customers and/or (ii) Logistics Services (if applicable) and that Pappad will not be responsible or liable for (i) the quality of the Restaurant Services listed and advertised on the Platform; and/or (ii) the processing of the Orders which have been placed by the Customers with the Restaurant Partner on the Platform; and/or (iii) any delay in preparation of the Order by Restaurant Partner.
v. Pappad may suspend the Restaurant Partner’s account if the Restaurant Partner is found non-compliant with the Food Safety and Standards Act, 2006 and the rules, regulations, licenses, standards and guidelines issued thereunder from time to time..
vi. Restaurant Partner acknowledges and agrees that delivery will be facilitated by Pappad through a Delivery Partner. Restaurant Partner understands and agrees that Pappad shall not be responsible if the Delivery Partner indulges in theft of the Order or indulges in any illegal activity or misconduct against/with the Customer(s) and / or the staff of Restaurant Partner or indulges in any vandalism activity against the Restaurant Partner and/or the Restaurant.. Pappad has no control, in any manner whatsoever, with respect to the ratings or reviews received by the Restaurant Partner for the Logistics Services availed through Pappad, as such ratings are dependent on multiple factors including but not limited to each Customer’s experience with the Restaurant Partner and the Restaurant Services
vii. The Restaurant Partner shall not hold Pappad liable for any claims, raised by the Customer where the delay in handing over the Order to the Delivery Partner is solely attributable to the Restaurant Partner and its staff.
viii. Pappad may at its sole discretion charge Delivery Charges and Delivery Surge from Customer for delivery of the Order.
ix. Restaurant Partner acknowledges and agrees that Pappad is a mere facilitator in relation to the Logistics Services whereby Pappad facilitates logistics services by connecting Delivery Partner with Restaurant Partner for delivery of Order(s) from the Restaurant(s) to the Customer and hence cannot be held liable for any illegal / unlawful activity of the Delivery Partner.
1. Restaurant Partner’s Obligations
i. Restaurant Partner will not discriminate while servicing Orders received from Customer ordering via the Platform. Restaurant Partner will not provide any preferential treatment to customers ordering independently from the Restaurant Partner (i.e. customers ordering directly from a Restaurant Partner).
ii. Restaurant Partner shall ensure that all mandatory information pertaining to taxes, levies, and charges applicable on the Order(s) are clearly visible to the Customers on their invoice issued for any supply other than Restaurant Service, as per the applicable laws.
iii. Restaurant Partner will ensure that the Information provided to Pappad is current and accurate, including but not limited to the Restaurant Partner name, address, contact telephone number, email, manager/contact person details, delivery times, opening hours, Menu(s), price lists, taxes, Menu Item Categorisation, service addresses, and other relevant information.
iv. Restaurant Partner shall confirm to Pappad its Menu Item Categorisation between Restaurant Service and Supply of Foods and Beverages Items. Menu Item Categorisation as confirmed by the Restaurant Partner shall be consumed by Pappad for the purpose of undertaking necessary compliance with the applicable laws. In the event of a dispute in Menu Item Categorisation, the Restaurant Partner undertakes to make good any losses incurred by Pappad on account for any mis-declaration or mis-representation of facts.
v. Restaurant Partner shall ensure that it is the sole author/owner of, or otherwise controls all the content / material, including but not limited to the Restaurant Partner’s name, establishment name, logo, menu items, images of the food and beverages/ menu items, etc. transmitted or submitted by the Restaurant Partner to Pappad either through the Platform or otherwise (“Content”), or has been granted the right to use such Content from the rights holder of such Content and that it does not violate or infringe the rights of any third party or applicable laws;
vi. Restaurant Partner shall process and execute the Order(s) promptly.
vii. The Restaurant Partner shall be obligated to turn off “Accepting Delivery” feature on its online ordering mechanism whenever the Restaurant Partner is unable to provide Restaurant Services to the Customer.
viii. Restaurant Partner acknowledges and agrees that in the event the Customer’s experience with the Restaurant Partner and the Restaurant Services is hampered on account of acts and omissions attributable to the Restaurant Partner, including but not limited to, frequent rejection of Order(s), Pappad reserves the right to take appropriate action in accordance with its policies, which may be amended from time to time.
ix. Restaurant Partner shall inform Pappad about any change or modification made to the Order by the Customer, directly with the Restaurant Partner.
x. Restaurant Partner hereby agrees that if it accepts the Order cancellation request raised by a Customer via the Platform for Restaurant Partner, it shall not be eligible to receive any Order Value or amount for such cancelled Order.
xi. Restaurant Partner shall ensure that when a Customer pays online for an Order and the Restaurant Partner is undertaking logistics, the Restaurant Partner or its representative collects a signed receipt from the Customer upon delivery of the Order. In the event of a dispute in respect of whether the Restaurant Partner is entitled to a payment by Pappad in accordance with these Terms, Pappad will not be required to make any such payment unless the Restaurant Partner provides Pappad with a copy of the signed receipt.
xii. Restaurant Partner shall retain proof of delivery for a period of 180 days from the date of delivery.
xiii. In the event the Restaurant Partner undertakes delivery of any Order, it shall ensure only trained personnel undertake such delivery and the safety of the food and beverage is not compromised at any time until the Order is received by the Customer. The Restaurant Partner agrees to indemnify Pappad for any claims that may arise on account delivery of Orders undertaken by the Restaurant Partner.
xiv. The Restaurant Partner warrants that the food and beverages provided to Customers are:
a. of high quality and fit for human consumption;
b. compliant with Food Safety and Standards Act, 2006 and the rules, regulations, licenses, standards and guidelines issued and all applicable food industry regulations of UAE.
c. compliant with all other relevant Indian legislation and UAE Rules, including all applicable food industry regulations.
xv. Where the Restaurant Partner avails any Optional Services, the Restaurant Partner will additionally be liable to abide with the terms and conditions of such Optional Services or any other terms and conditions pertaining to the Optional Services, communicated by Pappad from time to time.
xvi. Contact a Customer if an Order cannot be processed as requested or to clarify the details of an Order, if required, post confirmation of the Order.
xvii. The Restaurant Partner shall contact a Customer if an Order cannot be processed as requested or to clarify the details of an Order, if required, post confirmation of the Order.
xviii. To promptly redress the Customer complaints which have been referred by Pappad to the Restaurant Partner in respect of the (a) quality, quantity and/or taste of the food and beverage; (b) delivery of the Orders (where such delivery has been undertaken by the Restaurant Partner and the delivery issues are attributable directly to the Restaurant Partner); and (c) failure on part of the Restaurant Partner to comply with the special requests / instructions of the Customers where such requests and/or instructions have been clearly communicated by the Customer at the time of the placement of Order.
xix. The Restaurant Partner shall remove any/all menu items unavailable with the Restaurant Partner.
xx. For the avoidance of doubt it is hereby expressly clarified that Pappad is not responsible or liable to the Customer for the (a) quality of the Restaurant Service advertised on the Platform; and/or (b) processing of the Order; (c) delivery of the Orders that have been placed by the Customers with the Restaurant Partner through the Platform; and (d) misconduct / illegal activity of the Delivery Partner. The Restaurant Partner acknowledges and agrees that it will be solely responsible and liable to the Customer for the (a) quality of the Restaurant Service listed and advertised on the Platform; and/or (b) processing of the Order and (c) timely delivery of the Orders that have been placed by the Customers with it on the Platform.
xxi. The Restaurant Partner shall ensure that the Order(s) are (a) in accordance with Order placed by the Customer; and (b) appropriately packed and adequately fastened to avoid any spillage during the transportation. Restaurant Partner understands that the Order will be in transit for the period of delivery from the Restaurant to the Customer and the Restaurant Partner shall ensure that this is taken into consideration while accepting and preparing the same.
xxii. Restaurant Partner shall (a) undertake adequate police verification and background checks for its delivery personnel and maintain records of the same; (b) ensure that the delivery personnel are not intoxicated; (c) ensure that delivery personnel don’t misbehave with the Customer; (d) make timely payment of all applicable statutory dues; (e) maintain adequate insurances; and (f) provide proper training to its delivery personnel to ensure delivery personnel deliver the Order efficiently without any spillage or delay.
xxiii. The Restaurant Partner shall ensure that the Order(s) are (a) in accordance with Order placed by the Customer and (b) appropriately packed and adequately fastened to avoid any spillage during the transportation. Restaurant Partner understands that the Order will be in transit for the period of delivery from the Restaurant to the Customer and the Restaurant Partner shall ensure that this is taken into consideration while accepting and preparing the same.
xxiv. Restaurant Partner shall ensure, while making deliveries, it does not commingle the Order along with other orders it receives directly from customers or from third parties not using the Platform. Restaurant Partner shall pack the Order either in Pappad provided packing material or other packaging material. However, under no circumstances shall the Restaurant Partner use third party branding in the packaging material used for the Order.
xxv. Restaurant Partner shall address and resolve all Customer complaints received by Pappad relating to the efficacy, quality or any other issues relating to the Restaurant Services expeditiously within timelines prescribed by the Ministry of Consumer Affairs or any other authority from time to time. Further the Restaurant Partner shall be solely liable and bound to take action on complaints raised by Customer pertaining to the Order(s).
xxvi. Restaurant Partner acknowledges and agrees that Restaurant Partner shall be required to furnish a copy of its PAN Card, TAN, GSTIN, FSSAI license and registration certificates and other details required as per law or for provision of Services, as maybe requisitioned by Pappad from time to time failing which, Paapad reserves the right to delist the Restaurant Partner from the Platform and / or curtail it’s access from the Platform.
xxvii. The Restaurant Partner shall comply with the applicable law on the ban of single-use plastic and shall ensure that neither single-use plastic is used in packing any Order nor is any cutlery made from single-use plastic provided with the Order. Restaurant Partner agrees and acknowledges that Pappad shall reserve a right to cancel all Orders that are packed by the Restaurant Partner using single-use plastic and any payment made to the Delivery Partner assigned to such orders or refund/compensation made by Pappad to the Customers whose Orders are cancelled shall be recovered from
xxviii. Restaurant Partner acknowledges and agrees that it shall not make any independent calls to the Customer and asks the Customer to make payments of amounts greater than what was agreed by the Customer at the time of placing the Order through the Platform.
xxix. Restaurant Partner except required for the fulfillment of Order shall not use the Customer data for sending any unsolicited marketing message, announcements.
xxx. Restaurant Partner shall not engage in any fraudulent activity or misuse any benefits extended by Pappad to Customers and shall be liable to Pappad in the event Pappad becomes aware of any fraudulent activity undertaken by the Restaurant Partner.
xxxi. Restaurant Partner shall not charge any delivery and/or Payment Mechanism Fee charges from Customers on Orders where Restaurant Partner is not undertaking delivery itself.
xxxii. Restaurant Partner shall ensure to update the Merchant Application as and when the latest version of the application is available.
xxxiii. Restaurant Partner shall ensure to protect and maintain the Customer experience on the Platform by accurately displaying the details of the Restaurant including but not limited to item names & images in the Menu.
Restaurant Partner understands and agrees that having similar item names and images in the Menu of two or more Restaurant listings operating from the same location may cause confusion for the Customers and hamper their experience on the Platform.
It is further clarified that, in the event, the Restaurant listings are found to be in violation of this term, then Pappad shall notify the Restaurant Partner by giving a 30 (thirty) day written notice to make the necessary changes and correct the Restaurant listings. However, in case the Restaurant Partner fails to correct the Restaurant listings, then Pappad reserves the right to take appropriate action, which may include removing all the duplicate listings from the Platform, in accordance with its policies and these Terms.
Restaurant Partner grants to Pappad an unrestricted, non-exclusive, royalty-free licence in respect of all Content (defined hereinabove) and Information provided to Pappad by the Restaurant Partner for the purposes of inclusion on the Platform and as may be otherwise required under the Form. This includes, but is not limited to, (a) use of the Restaurant Partner’s name in the context of Google adwords to support advertising and promotional campaigns to promote online ordering on internet which may be undertaken by Pappad (b) preparation of derivative works of, or incorporate into other works, all or any portion of the marketing materials which will be made by Pappad for the purposes of its business.
Any Content, information or material that the Restaurant Partner transmits or submits to Pappad either through the Platform or otherwise shall be considered and may be treated by Pappad as non-confidential, subject to Pappad obligations under relevant data protection legislation.
The Restaurant Partner also grants to Pappad a royalty-free, perpetual, irrevocable, non-exclusive license to use, copy, modify, adapt, translate, publish and distribute world-wide any Content, information or material for the purposes of providing Services under these Terms or to or for the purposes of advertising and promotion of the Platform. The Restaurant Partner agrees that all Content , information or material provided to Pappad that is published on the Platform, may be relied upon and viewed by Customers to enable them to make informed decisions at the pre purchase stage.
3. Restaurant Partner Menu and Price List
i. Pappad will display on the Platform the menu and price list for all of its Restaurant Partners. The Restaurant Partner agrees that Pappad reserves the right to modify and delete certain items from the Restaurant Partner’s menu list at its sole discretion, listed on the Platform, to ensure compliance with Food Safety and Standards Act, 2006, requirements or applicable law in the relevant State or Territory and all other applicable legislation, regulations or regulatory standards
ii. Restaurant Partner shall provide Pappad with a separate list of all Pre-Packed Goods which form part of the Restaurant Partner’s menu list, to be listed on the Platform, in the format acceptable to Pappad.
iii. The Restaurant Partner shall ensure that the Pre-Packed Goods listed on the Platform shall have shelf life of 30 percent or forty-five (45) days before expiry at the time of delivery to the Customers.
iv. The Restaurant Partner will, at all times, maintain parity in the pricing for all products offered for sale to the Customers via the Platform as against that made available for sale through its Restaurant locations or its other direct channels like websites etc. For the purpose of clarity, such parity is required to be maintained by the Restaurant Partner in food and beverage items sold via the Platform and its quality, quantity and other charges that may be levied by the Restaurant Partner.
v. The Restaurant Partner shall not charge an amount over and above the maximum retail price ("MRP") for all such food and beverage items which have MRP mentioned on them.
vi. The Restaurant Partner acknowledges and agrees that Pappad will use its best endeavours to ensure that the Platform is not misused by the Customers for the placement of erroneous/fraudulent Orders. In the event of an erroneous/fraudulent Order, the Restaurant Partner undertakes to report such an erroneous/fraudulent Order to Pappad through the Tablet or Pappad
vii. Paapad may perform a variety of marketing activities to promote the Restaurant Partner and the Restaurant Partner's menu; provided, however, that all such marketing activities will be determined in Paapad’s sole and absolute discretion and the Platform may be modified or updated, without notice and from time to time, to reflect any such changes.
4. Payments Mechanism
i. The Restaurant Partner acknowledges and agrees that the Platform will provide the following payment mechanisms to the Customers for the payment of the Order Value:
a. Cash on delivery;
b. Electronic Payment Mechanism; and
c. Redemption of vouchers and/or discount coupons (if any) approved by Paapad.
ii. Invoices will be sent to the Restaurant Partner by email. All invoices shall be issued from the respective state registered office of Paapad from where the Services are being performed by Infoskies in order to comply with the provisions of Goods & Services Tax (GST) laws applicable in India.
iii. The Restaurant Partner acknowledges and agrees that all amounts that are payable to Paapad under these Terms shall be exclusive of the applicable taxes and that all applicable taxes will be charged separately.
5. Payment Settlement Process
i. The Restaurant Partner acknowledges and agrees that any Order Value which is collected by Pappad for, and on behalf of, the Restaurant Partner in accordance with these Terms, shall be passed on by Pappad to the Restaurant Partner subject to the deduction of the following amounts (as applicable) by Pappad from such Order amount:
a. Commission (For cash on delivery orders and online paid Orders);
b. amount of Payment Mechanism Fee due from Restaurant Partner;
c. amount of tax collected by Pappad in case of Restaurant Service provided by Restaurant Partner though the Pappad Platform; and
d. any other amount that are due to Pappad under the Form or on account of other services availed by Restaurant Partner from Pappad, to which specific consent of the Restaurant Partner is accorded.
ii. The Parties acknowledge and agree that after the deduction of the aforementioned amounts, Pappad shall remit the Order Value due to the Restaurant Partner on a weekly settlement basis(or within a period of 3 bank working days if opted for by the Restaurant Partner in the Form) from the date the payment of the Order Value is received by Pappad. For weekly settlement of the Order Value, the Parties acknowledge and agree that after the deduction of the aforementioned amounts, Pappad shall remit the Order Value due to the Restaurant Partner on a weekly basis after allowing reasonable time for adjustments towards Orders for which the Customers have either refused to pay or have claimed a refund, as applicable (but in accordance with the guidelines prescribed by Reserve Bank of India for payment systems and nodal account) ("Payment Settlement Day"). The Payment Settlement Day for Orders serviced from Monday to Sunday shall be on or before Thursday of the following week. If the Payment Settlement Day falls on a bank holiday it shall be the following working day.
iii. Notwithstanding anything to the contrary contained in these Terms or the Form, the Restaurant Partner, on behalf of itself and all its affiliates, hereby unconditionally and irrevocably authorises Pappad to set off, withhold and deduct any amounts owed by the Restaurant Partner or its affiliates to any Pappad Group Company under any agreement, arrangement or understanding between the Pappad Group Company and the Restaurant Partner or its affiliates, from the Net Order Value, and apply such amounts towards the dues owed by the Restaurant Partner or its affiliates to the Pappad Group Company. Without prejudice to the other provisions of the Form or these Terms, and solely for the purposes of this Clause 10 (iii), the Restaurant Partner hereby agrees, acknowledges and confirms that the amounts so set off, withheld and applied in the aforesaid manner shall be deemed to form part of the Commission payable by the Restaurant Partner to Pappad under the Form and these Terms. For purposes of the provisions of this clause 10(iii), the term Pappad Group Company shall be deemed to include any of Pappad's current and former, direct and indirect, subsidiaries and/or controlled affiliates as well as any successor to Pappad or all or any material portion of the businesses and/or assets of Pappad or any successor thereto or any of its direct and indirect, subsidiaries and/or controlled affiliates.
6. Commission Structure
In consideration for the Services offered by Pappad to the Restaurant Partner, the Restaurant Partner undertakes to pay to Pappad commission at the rates set out in the Form, which commission amount may be determined by way of 5 % of the amount of the Net Sales (irrespective of the payments mechanism underlying the Order) ("Commission").
From time to time, Pappad may change the fees for the Services, including without limitation the Commission rates, Payment Mechanism Fee or include any additional charges/ fee, provided however, that Pappad communicates such change(s) via email or any other modes of communication, seven (7) days prior to the date that such change(s) are to take effect.
i. Other than for provision of Service(s) by Pappad, Pappad does not share any other information of the Restaurant Partner with third parties unless requisitioned by government authorities.
ii. Other than for the purpose of availing Service(s) from Pappad, the Restaurant Partner must not disclose any confidential information about Pappad, including but not limited to these Terms, its business strategies, pricing, revenues, expenses, Customer Data, and Order information to third parties.
8. Warranty and Indemnity
i. Restaurant Partner warrants that if the Restaurant Partner ceases to do business, closes operations for a material term or is otherwise unable to offer services to Customers it will inform Pappad promptly. Where the Restaurant Partner neglects to do so, whether by omission or fault, Pappad will not be held responsible for any liabilities, whether financial or otherwise.
ii. Restaurant Partner warrants that it will not offer for sale any potentially hazardous food, alcoholic beverage, tobacco product, or any other item prohibited by law.
iii. Pappad warrants that it will undertake its obligations with reasonable skill and care.
iv. Pappad does not guarantee or warrant that the Platform, Application, Tablet, Pappad Device, software, hardware or services will be free from defects or malfunctions. If errors occur, it will use its best endeavours to resolve these as quickly as possible.
v. Restaurant Partner warrants that it complies and will remain compliant with the Food Safety and Standards Act, 2006, Legal Metrology Act, 2009 and the applicable rules and regulations made thereunder and any other requirements or applicable law in the relevant State or Territory and all other applicable legislation, regulations or standards.
vi. Restaurant Partner warrants to procure and keep valid during the subsistence of these Terms, all requisite licenses and/or registrations thereunder and provide copy of such licenses and/or registrations to Pappad prior to availing the Services.
vii.in respect of, arising out of, or in connection with, Restaurant Services (or any other services actually or purportedly offered in respect of or connected to the Restaurant Services) and delivery of such Restaurant Services when undertaken by the Restaurant Partner;
viii. in respect of or connected to the collection or payment of applicable taxes in any way connected to these Terms or any matter or goods or services under or arising from it (e.g. Services);
xi. in respect of quality of the Restaurant Services provided by the Restaurant Partner;
x. in respect of the warranties provided by the Restaurant Partner in Clause 13 (Warranty and Indemnity) hereto;
xi. relating to harm caused by the Restaurant Partner supplying any unsafe Restaurant Services, any product failure, defect or hazard in any Restaurant Services supplied or sold by the Restaurant Partner or inadequate instructions or warnings provided to Customers pertaining to any hazards arising from or associated with the use of any Restaurant Services supplied or sold by the Restaurant Partner;
xii. brought either by Pappad and/or third party on account of misuse, abuse, cheating, fraud, misrepresentation carried out by the Restaurant Partner;
xiii. in respect of, arising out of or in connection of any use of the Customer Data, not in accordance with the Terms and/or the applicable law;
xiv. for any misleading or incorrect or false, information or data provided by the Restaurant Partner;
xv. The Restaurant Partner acknowledges that it supplies certain rights to Pappad to enable Pappad to provide services to the Customer. Pappad will not be liable for any applicable taxes liability in respect of Supply of Foods and Beverages Items other than Restaurant Service by Restaurant Partner to Customers and the Restaurant Partner hereby indemnifies Pappad against any applicable taxes it may become liable for arising out of such transactions.
9. Customer Data
10. Term and Termination
The arrangement between parties shall start on the Execution Date and unless terminated earlier under this clause shall continue indefinitely. Pappad may terminate the arrangement, with or without cause, at any time upon seven (7) days prior written notice to the other party.
Pappad may terminate the arrangement or suspend the Services of the Restaurant Partner with immediate effect if:
a. the Restaurant Partner fails to conduct its business in accordance with these Terms and /or in accordance with the information given to Pappad, such as Restaurant Partner proprietary rights, opening hours, delivery areas, delivery conditions, nature of food served or prices;
b. the user experience for the Restaurant Partner is not found satisfactory as per the Pappd standards;
c. for a continuous period of 14 days, the Restaurant Partner fails to deliver Order(s) which are not fraudulent or unintentional;
d. upon the happening of any of the insolvency events such as bankruptcy, appointment of receiver, administrator, liquidator, winding up, dissolution;
e. Pappad identifies any fraudulent or suspicious activity on the Restaurant Partner’s account;
f. the Restaurant Partner fails to comply with Applicable Law and/or these Terms and/or
g. in case Pappad conducts any investigation to ensure Restaurant Partner’s compliance with the Applicable Law and/or these Terms.
Parties may terminate their arrangement with immediate effect by notice in writing to the other party if the other party commits a material breach, which, in the case of a material breach capable of remedy, is not remedied within 14 days after written notice is given to the breaching party, specifying the default. Termination of the arrangement: (a) in accordance with its Terms, shall not affect the accrued rights or liabilities of the parties at the date of termination; and (b) shall have no effect on: (i) the validity of Services already issued to Customers; or (ii) Restaurant Partner’s obligations to pay for Services availed in accordance with this Agreement.
Pappad, at its sole discretion, reserves the right to suspend and/or terminate the Services immediately with a prior notice to the Restaurant Partner on account of any alleged or threatened or actual (a) suspicious activity; and /or (b) breach of any intellectual property right of Pappad or any third party by the Restaurant Partner; and/or (c) any false misrepresentation by the Restaurant Partner; and/or (d) fraudulent activity. The Restaurant Partner hereby agrees and acknowledges that in addition to the aforementioned right to terminate and/or suspend the Services, Pappad shall also have the right to withhold, set off and deduct any payments that may be due to the Restaurant Partner from Pappad. Without prejudice to the other provisions of the Form or these Terms, and solely for the purposes of this Clause, the Restaurant Partner hereby agrees, acknowledges and confirms that the amounts so set off, withheld and applied in the aforesaid manner shall be deemed to form part of the Commission payable by the Restaurant Partner to Pappad under the Form and these Terms.
11. Notice requirements
Factors that prevent you from fulfilling your obligations towards Pappad or Customers should promptly be reported to Pappad by contacting the account manager appointed by Pappad or by writing an email to [email protected]
To the fullest extent permitted by law, Pappad and its affiliates, and each of their respective officers, directors, members, employees, and agents disclaim all warranties, express or implied, in connection with this Form, the Platform and the Pappad services and any use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Pappad makes no warranties or representations about the accuracy or completeness of the content and data on the Platform or the Pappad services' content or the content of any other websites linked to the website, and assumes no liability or responsibility for any (a) errors, mistakes, or inaccuracies of content and materials, (b) personal injury or property damage, of any nature whatsoever, resulting from the Restaurant Partner's access to and use of the Platform and the Pappad services, (c) any unauthorized access to or use of Pappad servers and/or any and all personal information and/or financial information stored therein, (d) any interruption or cessation of transmission to or from the website or otherwise with respect to the Pappad services, (e) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the website or the Pappad services by any third party, and/or (f) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the website or the Pappad Services.
13. Limitation of Liability
For the purposes of this clause, "Liability" means liability in or for breach of contract, negligence, misrepresentation, tortious claim, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Form, including liability expressly provided for under this Form or arising by reason of the invalidity or unenforceability of any term of this Form. Pappad does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, Pappad shall not be under any Liability for loss of actual or anticipated profits, loss of goodwill, loss of business, loss of revenue or of the use of money, loss of contracts, loss of anticipated savings, loss of data and/or undertaking the restoration of data, fraudulent Orders, any special, indirect or consequential loss, and such liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of any doubt, this clause shall apply whether such damage or loss is direct, indirect, consequential or otherwise. Although Pappad will use its best endeavours to ensure that the unintentional operational errors do not occur, Pappad cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, Pappad’s aggregate liability under this Form shall not exceed the total value of the Order under which the claim arose.
i. Governing Law and Dispute Resolution: This Form shall be governed by and construed in accordance with laws of UAE. Disputes arising in connection with these terms and the form shall be subject to the exclusive jurisdiction of the courts of UAE and INDIA.
ii. Reseller Details: Pappad is owned, operated and managed by Infoskies in India, Whereas Next IT and Systems L.L.C, PO Box 34267, AbuDhabi, UAE operates and manages Pappad in UAE having reseller rights. Infoskies grants the reseller the exclusive non-transferable right to conduct the business, maintain and operate the Platform in accordance with the Agreement.
iii. Waiver: The failure of either party to assert any of its rights under the Form, including, but not limited to, the right to terminate the Form in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right thereafter to enforce each and every provision of the Form in accordance with these Terms.
iv. Invalidity or unenforceability of any provision of or right arising pursuant to these Terms shall not adversely affect the validity or enforceability of the remaining obligations or provisions.
v. No third party rights: No term of this Form shall be enforceable by a third party.
vi. No assignment: The Restaurant Partner must not assign, transfer, charge or otherwise encumber, create any trust over or deal in any manner with this Form or any right, benefit or interest under it, nor transfer, novate or sub-contract any of the Restaurant Partner’s obligations under it.
Pappad may modify these Terms from time to time, and any such changes will (i) be reflected on the Website, and (ii) be effective immediately upon the changes being reflected on the Platform. The Restaurant Partner agrees to be bound to any such changes or modifications and understands and accepts the importance of regularly reviewing these Terms as updated on the Platform.
Further, in the event Pappad upgrades, modifies or replaces the Services ("Service Modifications") offered to the Restaurant Partner, Pappad will notify the Restaurant Partner prior to making the same and give the Restaurant Partner the opportunity to review and comment on the Service Modifications before continuing to use the Service or any alternative service offered by Pappad. The Service Modifications will also be reflected on the Platform. If the Restaurant Partner continues to use the Service or any alternate service offered by Pappad, following any notice of the Service Modifications, it shall constitute the Restaurant Partner’s acceptance of such Service Modifications.