- "Commission" means the amount payable by the Restaurant Partner to Piklane, being a % of Net Sales as set out in the Form.
- "Customer" means users who place Orders through the Platform.
- "Customer Application" means the proprietary online Application and/or mobile based Order placement application of Piklane available on the Platform, which enables the Customers to (a) place an Order with the Restaurant Partner for the purpose of availing Restaurant Services; and (b) track the status of the Order placed by such Customer with the Restaurant Partner; and (c) facilitates a provision of payment by the Customer towards the Restaurant Services availed from the Restaurant Partner.
- "Delivery Charges" means the delivery fee charged by Piklane from the Customers on each Order where Piklane undertakes Logistics Services.
- "Electronic Payment Mechanism" means the online and mobile based payment mechanisms including the third party payment gateways, credit card/debit card/net banking transfer and/or e-wallets and/ or Piklane credits that are available on the Platform for the purposes of facilitating the payment of the Order Value by the Customer.
- "Execution Date" means the date of execution of Form
- "Information" means the information set out and provided along with the Form and includes any information which is supplied by the Restaurant Partner to Piklane under these Terms such as the Menu, the price lists underlying the Menu, opening hours of the restaurants operated by the Restaurant Partner, rates at which taxes are charged by the Restaurant Partner to the Customer, delivery areas serviced by the restaurants and/or delivery terms, specific information the Restaurant Partner is under an obligation to supply to Piklane (a) immediately on the Execution Date; or (b) within 1 (one) day from any change in such information.
- "Logistics Personnel" means third party logistics service provider who shall be providing logistics/delivery services to the Restaurant Partner through online technology platform of Piklane.
- "Logistics Services" means facilitation services offered by Piklane wherein Piklane would connect the Restaurant Partner with Logistics Personnel through its online technology platform, who shall pick Order(s) from the Restaurant, and deliver the same to the Customers.
- "Menu" means any document or virtual page, which lists out the Restaurant Services offered for sale by the Restaurant Partner to the Customer, on the Platform.
- "Merchant Application" means the Piklane developed online Order management application pre-loaded in the Tablet and/ or Piklane Device which provides Restaurant Partner the ability to (a) receive an Order for the Restaurant Services; (b) allows the Restaurant Partner to accept or reject the Order within stipulated time; (c) provide updates on the Customers Order and its status; and (d) place a request for Logistics Services, if applicable.
- "Net Order Value" means Order Value received, less the Commission and any other additional amount, charges etc. that are due to Piklane from the Restaurant Partner under these Terms or the Form.
- "Net Sales" means the gross amount charged by the Restaurant Partner to any Customer that is attributable to any Order placed through the Piklane Platform, less all: (a) applicable taxes, (b) discounts being offered by the Restaurant Partner on the Piklane Platform, (if any) and (c) packaging, delivery and any other charges levied by the Restaurant Partner (if any);
- “Optional Services" means the optional services offered to the Restaurant Partner by Piklane from time to time.
- "Order" means the placement of an order by the Customer with the Restaurant Partner for the purchase of Restaurant Service via the Platform.
- "Order Value" means the amount which is payable by the Customer upon placement of an Order with the Restaurant Partner on the Platform for the Restaurant Services
- "Parties" means Piklane and the Restaurant Partner.
- "Payment Mechanism Fee" means a fee as more specifically set out in the Form;
- "Platform" means the Customer Application, mobile or web owned by Piklane.
- "Restaurant Partner Compensation" shall have the meaning as set out in clause 9 (iii) of these Terms
- "Restaurant" means a commercial establishment(s) for which the Restaurant Partner is executing the Form, and from where the Restaurant Services are made available to the Customer, moreover wherein the food and beverage items are prepared and/or delivered to the Customer.
- "Restaurant Partner" means the entity/ individual being the legal owner / operator of the Restaurant as mentioned in the Form.
- "Restaurant Service" means the food and beverages items, listed in the Menu from time to time, sold by the Restaurant Partner, listed and advertised by the Restaurant Partner on the Platform.
- "Service Operator" means the Piklane operated centralized system used for receiving Orders from Customers through the Customer Application and transmitting those to the Restaurant Partner.
- "Services" means the following services offered by Piklane to the Restaurant Partner, on and from the Effective Date, for the provision of Restaurant Services by the Restaurant Partner to the Customer through the Platform:
- “Single Outlet Entity” means the Restaurant, which has only one outlet providing Restaurant Services.
- “Supported Order” means an Order wherein any assistance is provided by Piklane to the Restaurant Partner, which shall include but not be limited to:
- "Support Cost" means an amount, payable by the Restaurant Partner to Piklane towards Supported Orders.
- "Application" means www.piklane.com (including the webpages contained or hyperlinked therein and owned or controlled by Piklane), and such other media or media channels, devices, mobile applications, software, or technologies as Piklane may choose from time to time.
1) Piklane’s Obligations:
- Piklane will (a) list Restaurant Partner’s menu and the price list on the Platform; and (b) transfer to the Restaurant Partner, the amounts received from the Customers in accordance with agreed Terms set out herein..
- Piklane will display on the Platform, on best effort basis, all necessary information provided by the Restaurant Partner. However, Piklane is not under any obligation to display any information until the Restaurant Partner provides all required information and such information is in compliance with Piklane’s policies and guidelines.
- Piklane will transmit the Orders placed by the Customer with the Restaurant Partners through the Merchant Application.Piklane reserves the right to cancel any Order where Restaurant Partner is unable to communicate its response within two (02) minutes on (a) acceptance/ rejection of the Customer Order and/ or (b) Order delivery timelines. Restaurant partner should adhere to the order preparation time for a delivery pickup initiation
- For the avoidance of doubt it is hereby expressly clarified that Piklane 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 and that Piklane 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.
- Piklane reserves the right of terminating the partnership in severity of quality or hygiene complaints from the Customers
- Piklane 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.
While providing Logistics Services:
- Piklane shall only be responsible to tally the number of items ordered against the Order received. Restaurant Partner acknowledges and agrees that Piklane shall not be responsible for quality or quantity (if the packet of the Order is not tampered with during delivery) of the Order and the Restaurant Partner shall be solely responsible for the quality and quantity of the Order.
- Restaurant Partner acknowledges and agrees that delivery will be facilitated by Piklane through a Logistics Personnel. Restaurant Partner understands and agrees that Piklane shall not be responsible if the logistics personnel 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. Please note that Piklane uses its best endeavors to fulfill the Logistics Services opted by the Restaurant Partner. Piklane 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 Piklane, 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.
- The Restaurant Partner shall not hold Piklane liable for any claims, raised by the Customer where the delay in handing over the Order to the Logistics Personnel is solely attributable to the Restaurant Partner and its staff.
- Piklane may at its sole discretion charge Delivery Charges from Customer for delivery of the Order.
- Restaurant Partner acknowledges and agrees that Piklane is a mere facilitator in relation to the Logistics Services whereby Piklane facilitates logistics services by connecting Logistics Personnel 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 Logistics Personnel.
- Piklane shall provide the Restaurant Partner with a web dashboard in the event the Restaurant Partner has a designated device to access such web dashboard, high-speed internet connection and speakers.
2) Restaurant Partner’s Obligations and Knowledge:
- Restaurant Partner will not discriminate while providing Restaurant Services to Customers and in 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, or via other service providers (i.e customers ordering without using the Platform).
- Piklane shall ensure that all mandatory information pertaining to taxes, levies, and charges applicable on the Service Order(s) are clearly visible to the Customers on their invoice as per the applicable laws.
- Restaurant Partner will ensure that the Information provided to Piklane 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, menus, price lists, taxes, service addresses, and other relevant information.
- Restaurant Partner shall process and execute the Order(s) promptly.
- In a situation where the Restaurant Partner is not able to take orders for an unforeseen circumstances, the Restaurant Partner is responsible for informing Piklane to stop taking delivery from Customers
- Restaurant Partner shall retain proof of delivery for a period of 180 days from the date of delivery.
- In the event the Restaurant Partner undertakes delivery of any Order, it shall ensure only trained personnel undertakes 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 Piklane for any claims that may arise on account delivery of Orders undertaken by the Restaurant Partner.
- In the event the Restaurant Partner undertakes delivery of any Order, it shall ensure only trained personnel undertakes 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 Piklane for any claims that may arise on account delivery of Orders undertaken by the Restaurant Partner.
- The Restaurant Partner warrants that the food and beverages provided to Customers under the Restaurant Services are:
- The Restaurant agrees to exclusively list the services in Piklane and Piklane reserves the right of termination of agreement for any deviations of clause.
- 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.
- Restaurant Partner shall only accept Orders for food, non-alcoholic beverages and accompaniment (if made available) through the Platform and reject any other items.
- To promptly redress the Customer complaints which have been referred by Piklane to the Restaurant Partner in respect of the (a) quality, quantity and/or taste of the food and beverage and (b) 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.
- The Restaurant Partner shall remove any/all menu items unavailable with the Restaurant Partner.
- For the avoidance of doubt it is hereby expressly clarified that Piklane is not responsible or liable to the Customer for the (a) quality of the Restaurant Service advertised on the Platform; and/or (b) processing; (c) misconduct / illegal activity of the Logistics Personnel. 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 that have been placed by the Customers with it on the Platform.
- 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.
- 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 in Piklane provided packing material. However, under no circumstances shall the Restaurant Partner use third party branding in the packaging material used for the Order.
- Restaurant Partner shall address and resolve all Customer complaints received by Piklane relating to the efficacy, quality or any other issues relating to the Restaurant Services expeditiously within timelines prescribed by the Ministry of Consumer Affairs 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).
- 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 Piklane from time to time failing which, Piklane reserves the right to delist the Restaurant Partner from the Platform and / or curtail it’s access from the Platform.
- Restaurant Partner shall indicate to Piklane an indicative Order preparation and handover time. Restaurant Partner shall ensure that the Order is ready at the time the Logistics Personnel arrives to collect the Order. Where the Restaurant Partner fails to handover the Order to the Logistics Personnel within the indicated time, Restaurant Partner shall be responsible for any and all issues and costs associated with delayed delivery including costs associated with reimbursing the Customer.
- 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.
- Restaurant Partner except required for the fulfillment of Order shall not use the Customer data for sending any unsolicited marketing message, announcements
- Restaurant Partner shall not engage in any fraudulent activity or misuse any benefits extended by Piklane to Customers and shall be liable to Piklane in the event Piklane becomes aware of any fraudulent activity undertaken by the Restaurant Partner
- Restaurant Partner shall ensure to update the Merchant Application as and when the latest version of the application is available.
- Restaurant Partner acknowledges and agrees that any asset, such as POS machines/ credit card/debit card swipe machines, bags etc., provided by it to the Logistics Personnel, whether with or without the consent of Piklane, shall be at its sole risk. Restaurant Partner agrees and undertakes that it shall be solely liable if any such asset provided to the Logistics Personnel is damaged, stolen or not returned by the Logistics Personnel, and Piklane shall not be liable to indemnify the Restaurant Partner for the same and / or bear cost of the asset
- Restaurant Partner with Restaurant Partner Device (Without Embedded Merchant Application):
- License:Restaurant Partner grants to Piklane an unrestricted, non-exclusive, royalty-free licence in respect of all content and information provided to Piklane by the Restaurant Partner (including the Restaurant Partner’s name, establishment name, logo, menu items and price list for the menu item) 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 Piklane (b) preparation of derivative works of, or incorporate into other works, all or any portion of the marketing materials which will be made by Piklane for the purposes of its business. Any material the Restaurant Partner transmits or submits to Piklane either through the Platform or otherwise ("Material") shall be considered and may be treated by Piklane as non-confidential, subject to Piklane’s obligations under relevant data protection legislation. The Restaurant Partner also grants to Piklane a royalty-free, perpetual, irrevocable, non-exclusive license to use, copy, modify, adapt, translate, publish and distribute world-wide any 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 information provided to Piklane that is published, may be relied upon and viewed by Customers to enable them to make decisions and constitute a legally binding contract
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4) Restaurant Partner Menu and Price List:
- Piklane will display on the Platform the menu and price list for all of its Restaurant Partners. The Restaurant Partner agrees that Piklane 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 standards. Piklane shall endeavour to update price lists within 48 hours of being notified of changes (in writing) by a Restaurant Partner. Where the Restaurant Partner has a unilateral right to access Restaurant Partner admin panel or dashboard (subject to Piklane’s written consent in this regard) to edit and update the Information which is displayed on the Platform by Piklane, the Restaurant Partner should ensure that it (i) keeps such information true, accurate and updated at all times; and (ii) complies with Piklane’s internal terms and conditions of use in this regard.
- Restaurant Partner shall provide Piklane 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 Piklane.
- The Restaurant Partner acknowledges and agrees that while Piklane will use its best endeavours to ensure that the Platform is not misused by the Customers for the placement of erroneous/fraudulent Orders, it is the ultimate responsibility of the Restaurant Partner to determine whether an Order is erroneous or not. In the event of an erroneous Order, the Restaurant Partner undertakes to report such an erroneous Order to Piklane through the Tablet or Piklane Device or call Piklane for Piklane’s action and investigation. In this regard, Piklane provides a built-in feature(s) in the Merchant Application and web dashboard access that will allow the Restaurant Partner to report erroneous Orders.
- Piklane 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 Piklane’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.
5) Payments Mechanism
- 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:
- The Restaurant Partner acknowledges and agrees that Piklane will provide the Restaurant Partner with a weekly invoice within a period of 7 (seven) days from the last date of the preceding month for the Commission, Payment Mechanism Fee, refund charges, and other amounts, charges that is payable by the Restaurant Partner to Piklane in respect of the applicable Orders.
- Invoices will be sent to the Restaurant Partner by email.
- The Restaurant Partner acknowledge and agree that all amounts that are payable to Piklane under these Terms shall be exclusive of the applicable taxes and that all applicable taxes will be charged separately.
6) Obligations of Parties in Case of Online Payment Orders
- The Restaurant Partner must meet all of the following requirements when it receives an online payment Order:
- If the Restaurant Partner has not complied with the delivery instructions (as set forth in this Order receipt) or has supplied bad quality Goods to the Customer, whereby Piklane has (pursuant to the Customer’s complaint) been constrained to refund the Order Value to the Customer ("Problem Order"), the Restaurant Partner acknowledges and agrees that the Restaurant Partner will not be paid for such Problem Order and that if the Restaurant Partner has already received the Order Value from Piklane in respect of such Problem Order (subject to the appropriate reductions under Clause 10), Piklane will have a right in accordance with these Terms to deduct or offset such amount from or against any monies that are owed by Piklane to the Restaurant Partner (in respect of future Orders) under these Terms.
- Restaurant Partner shall disclose all relevant details pertaining to Problem Order(s) with Piklane, if required by Piklane.
- Piklane will communicate promptly with its bank if it becomes aware of any fraud having been committed by a Customer.
7) Restaurant Partner Compensation
- a policy wherein Piklane undertakes to compensate Restaurant Partner, at its sole discretion, in certain circumstances in accordance with the below mentioned terms.
- Where Logistic Services are provided by Piklane:
- Notwithstanding anything contained in sub- clause 9 (i) and (ii) above, Restaurant Partner shall be solely responsible and liable in the instances of Customer complaints for reasons attributable to Restaurant Partner, including but not limited to (a) Restaurant Partner not complying with the delivery instructions set forth in the Order receipt, (b) has provided poor quality Restaurant Services to the Customer, or (c) any food and beverage item are missing from the Order, or (d) severe delay in preparation of Order or delivery, where Restaurant Partner is undertaking logistics, or (e) food and beverage item being damaged or wasted on account of packaging or spillage. Further, Piklane shall not be liable to compensate the Restaurant Partner for the same and Piklane shall deal with such instances on a case to cases basis, and the decision of Piklane shall be final and binding on the Restaurant Partner.
8) Payment Settlement Process
- In consideration for the Services offered by Piklane to the Restaurant Partner, the Restaurant Partner undertakes to pay to Piklane commission at the rates set out in the Form, which commission amount maybe determined by way of a percentage of the amount of the Net Sales (irrespective of the payments mechanism underlying the Order) ("Commission").
9) Taxes :
- Notwithstanding anything to the contrary herein, the Restaurant Partner is, and will be, responsible for all taxes, payments, fees, and any other liabilities associated with the computation, payment, and collection of taxes in connection with Customer Orders and the Restaurant Partner’s use of the Platform and Piklane Services. Piklane may charge and collect applicable taxes from Customers on behalf of the Restaurant Partner in accordance with instructions provided by the Restaurant Partner and/or applicable law; and, in which case, Piklane will collect such tax solely on behalf of the Restaurant Partner and shall pay such amount collected to the Restaurant Partner. The Restaurant Partner shall be solely responsible for verifying amounts collected, filing the appropriate tax returns, and remitting the proper amount to the appropriate tax authorities. Taxes shall include all applicable taxes due in relation to the sale of food and beverages, including pick-up and delivery services (if applicable), by the Restaurant Partner. It is clarified that Piklane will not be liable for payment of any Taxes that the Restaurant Partner is liable to pay in connection with the Restaurant Services which shall be provided by the Restaurant Partner to the Customers in accordance with these Terms and that the Restaurant Partner hereby undertakes to indemnify, defend and hold harmless, Piklane and each of its affiliates and (as applicable) all of their directors, officers employees, representatives and advisors against any tax liability that may arise against Piklane on account of the non-payment of Taxes by the Restaurant Partner under these Terms. Restaurant Partner will be required to deposit relevant taxes, including tax deducted at source (TDS) on the commission payable to Piklane. However, in case where Piklane withholds its Commission before remitting the settlement dues to the Restaurant Partner, Piklane shall refund the TDS to the Restaurant Partner subject to submission of the TDS certificate on a quarterly basis within sixty (60) days from the end of the quarter.
10) Tax collected at source :
- W.e.f. 01st October, 2018, Piklane is required to collect taxes at source against the Order Value excluding taxes, at such rates as required by the applicable tax laws (“TCS”). The TCS shall be collected on date of acceptance of Order. Restaurant Partner shall be solely responsible to provide correct GSTIN details to Piklane and reconcile the TCS with the tax statements provided by Piklane from time to time, as required by applicable laws. Piklane shall remit TCS to the respective Central Government and State Government/Union Territory and such remittance(s) shall be considered as complete fulfillment of Piklane's obligations in this regard. Restaurant Partner may be eligible to claim TCS credit on the basis of tax returns filed by it with the relevant government/statutory/tax authorities. Restaurant Partner acknowledges and agrees that in the event of any discrepancy between the tax returns/entries filed by Restaurant Partner and those filed by Piklane, the tax returns/entries present and filed by Piklane shall have a precedence over the tax returns/entries filed by Restaurant Partner. Piklane shall share a monthly TCS statement alongwith invoice with Restaurant Partner to report transactions undertaken during the month in its applicable returns. W.e.f. 01st October, 2018, in accordance with the applicable tax laws, Piklane is required to collect taxes from the amounts due and payable to Restaurant Partner as tax collected at source (“TCS”). Piklane shall share a monthly report with the Restaurant Partner for such TCS collected and shall file applicable monthly tax returns. To avail benefit of TCS in accordance with applicable tax laws, Restaurant Partner shall be solely responsible to provide correct GSTIN details as required for tax reporting by Piklane. In the event Restaurant Partner does not receive the benefit of TCS due to incorrect particulars provided by Restaurant Partner to Piklane, Restaurant Partner acknowledges and agrees that Piklane shall not be held liable in any manner.
11) Confidentiality :
- Other than for provision of Service(s) by Piklane, Piklane does not share any other information of the Restaurant Partner with third parties unless requisitioned by government authorities.
- Other than for the purpose of availing Service(s) from Piklane, the Restaurant Partner must not disclose any confidential information about Piklane, including but not limited to these Terms, its business strategies, pricing, revenues, expenses, Customer Data, and Order information to third parties.
12) Warranty and Indemnity :
- 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 Piklane promptly. Where the Restaurant Partner neglects do so, whether by omission or fault, Piklane will not be held responsible for any liabilities, whether financial or otherwise.
- 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.
- Piklane warrants that it will undertake its obligations with reasonable skill and care.
- Piklane does not guarantee or warrant that the Platform, Application, Tablet, Piklane 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.
- Restaurant Partner warrants that it complies and will remain compliant with the Food Safety and Standards Act, 2006, 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.
- 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 Piklane prior to availing the Services.
- The Restaurant Partner agrees to indemnify and hold Piklane (and its directors, officers, agents, representatives and employees) harmless from and against any and all claims, suits, liabilities, judgments, losses and damages arising out of or in connection with any claim or suit or demand:
- The Restaurant Partner acknowledges that it supplies certain rights to Piklane to enable Piklane to provide services to the Customer. Piklane will not be liable for any applicable taxes liability in respect of transactions by which the Restaurant Partner provides Restaurant Services to Customers and the Restaurant Partner hereby indemnifies Piklane against any applicable taxes it may become liable for arising out of such transactions.
13) Customer DataThe :
14) Term and Termination :
TerminationThe arrangement between parties shall start on the Execution Date and unless terminated earlier under this clause shall continue indefinitely. Either party may terminate the arrangement, with or without cause, at any time upon seven (7) days prior written notice to the other party. Piklane may terminate the arrangement or suspend the Services of the Restaurant Partner with immediate effect if:
- the Restaurant Partner fails to conduct its business in accordance with these Terms and /or in accordance with the information given to Piklane, such as Restaurant Partner proprietary rights, opening hours, delivery areas, delivery conditions, nature of food served or prices;
- the user experience for the Restaurant Partner is not found satisfactory as per the Piklane standards;
- for a continuous period of 14 days, the Restaurant Partner fails to deliver Order(s) which are not fraudulent or unintentional;
- upon the happening of any of the insolvency events such as bankruptcy, appointment of receiver, administrator, liquidator, winding up, dissolution;
- Piklane identifies any fraudulent or suspicious activity on the Restaurant Partner’s account;
- the Restaurant Partner fails to comply with Applicable Law and/or these Terms,; and/or
- in case Piklane 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. Piklane, at its sole discretion, reserves the right to suspend and/or terminate the Services immediately without any 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 Piklane or any third party by the Restaurant Partner; and/or (c) any false misrepresentation by the Restaurant Partner.
15) Notice requirements :
Factors that prevent you from fulfilling your obligations towards Piklane or Customers should promptly be reported to Piklane by contacting the account manager appointed by Piklane or by writing an email to email@example.com.
16) Disclaimers :
DisclaimersTo the fullest extent permitted by law, Piklane 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 Piklane services and any use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Piklane makes no warranties or representations about the accuracy or completeness of the content and data on the Platform or the Piklane services' content or the content of any other Applications linked to the Application, 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 Piklane services, (c) any unauthorized access to or use of Piklane' 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 Application or otherwise with respect to the Piklane services, (e) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Application or the Piklane 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 Application or the Piklane Services.p>
17) 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. Piklane does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, Piklane 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 Piklane will use its best endeavours to ensure that the unintentional operational errors do not occur, Piklane cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, Piklane’s aggregate liability under this Form shall not exceed the total value of the Order under which the claim arose.
18) Miscellaneous :
- Governing Law and Dispute Resolution: This Form shall be governed by the Laws of India, for the time being in force and the courts of New Delhi shall have the exclusive jurisdiction to preside over matters arising hereunder. Parties shall first endeavour to resolve their disputes amicably within fifteen (15) days from the date on which the dispute was first notified. Failing which, the dispute shall be referred to court.
- 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.
- 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.
- No third party rights: No term of this Form shall be enforceable by a third party.
- 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 Restaurant Partner’s obligations under it.
- Independent contractors: The Form does not create any agency, employment, partnership, joint venture, or other joint relationship. Piklane and the Restaurant Partner are independent contractors and neither has any authority to bind the other.
- Change of control: The Restaurant Partner acknowledges that the business and assets of Piklane may be sold in the future and consents to the transfer or disclosure of its personal Information and this Form to any purchaser of the business of Piklane or its assets if that outcome occurs.
19) Modification :
Piklane may modify these Terms from time to time, and any such changes will (i) be reflected on the Application, and (ii) be effective immediately upon the changes being reflected on the Piklane 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 Piklane upgrades, modifies or replaces the Services ("Service Modifications") offered to the Restaurant Partner, Piklane 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 Piklane. The Service Modifications will also be reflected on the Piklane Platform. If the Restaurant Partner continues to use the Service or any alternate service offered by Piklane, following any notice of the Service Modifications, it shall constitute the Restaurant Partner’s acceptance of such Service Modifications.