Merchant Terms – Stores

This document is an electronic record in terms of the Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy and terms for access or usage of www.Taploud.com website and ‘Taploud’ application for mobile and handheld devices.

Any Capitalized terms used but not defined herein shall have the meaning assigned to them under the Terms of Use which govern your use of our website www.Taploud.com (the “Website”) and our ‘Taploud’ application for mobile and handheld devices (the “App”). The Website and the App are jointly referred to as the “Platform”.

Your wishes to avail the Services enabled by Taploud on a non-exclusive and contractual basis subject to the terms and conditions set out in the hereinafter, which includes, inter alia, warranties provided by the Parties, obligations, intellectual property rights, confidentiality, responsibilities of the Parties and grounds for termination of this contract. Merchant and Taploud are referred individually as ‘Party’ and collectively as ‘Parties’, wherever the context so requires.

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  1. These terms are called the “Merchant Terms” and these Merchant Terms read together with Terms of Use shall govern your use of Platform. Please read these Merchant Terms carefully before you use the services. If you do not agree to these Merchant Terms, you may not use the services on the Platform and we request you to uninstall the App. By installing, downloading or even merely using the Platform, you shall be contracting with Taploud and you signify your acceptance to this Merchant Terms, Terms of Use and other Taploud policies (including but not limited to the Privacy Policy being incorporated by reference herein) which take effect on the date on which you download, install or use the Services, and create legally binding arrangements to abide by the same.

  1. The Platform is owned and operated by Taploud ventures OPC Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office at Breach candy mumbai 400026, India. For the purpose of these Merchant Terms, wherever the context so requires “you” or “user” shall mean any natural or legal person who has agreed to become a merchant on the Platform by providing registration data while registering on the Platform as a registered partner using the computer systems. The term “Taploud”, “we”, “us” or “our” shall mean Taploud ventures OPC Private Limited.

  1. Taploud enables transactions between participant restaurants/merchants (you) dealing in restaurant services (food and beverages), and buyers (“Platform Services”). The buyers (“Buyer/s”) can choose and place orders (“Orders”) from variety of products listed and offered under menu for sale by various neighbourhood merchants like you, including but not limited to the restaurants and eateries (“Merchant/s”) on the Platform and Taploud enables transactions between the pick-up and delivery partner (“PDP”) and the Buyers for delivery of such Orders at select localities of serviceable cities across India (“Delivery Services”). The Platform Services and Delivery Services are collectively referred to as “Services”.

  1. These Merchant Terms are subject to modifications, and we reserve the right to modify or change the Merchant Terms and other Taploud policies at any time by posting changes on the Platform with intimation to You. Taploud might choose to communicate such modifications in a separate email to you for your ready reference. However, you shall, at all times, be responsible for regularly reviewing the Merchant Terms and other Taploud policies and note the changes made on the Platform. Your continued usage of the Services after any change is posted constitutes your acceptance of the amended Merchant Terms and other Taploud policies.

  1. Use of Platform and Services

  1. All commercial/contractual terms are offered by you and agreed to by the Buyers alone. The commercial/contractual terms include without limitation price, applicable taxes, shipping costs, payment methods, payment terms, date, period and mode of delivery, warranties related to products and services and after sales services related to products and services. Taploud does not have any control or does not determine or advise or in any way involve itself in the offering or acceptance of such commercial/contractual terms between the Buyers and Merchants.

  1. Taploud does not make any representation or warranty as to the item-specifics (such as legal title, creditworthiness, identity, etc.) of any of its users.

  1. Taploud is not responsible for any non-performance or breach of any contract entered into between Buyers and Merchants on the Platform. Taploud cannot and does not guarantee that the concerned Buyers and/or Merchant will perform any transaction concluded on the Platform. Taploud is not responsible for unsatisfactory or non-performance of services or damages or delays as a result of Products which are out of stock, unavailable or back ordered.

  1. Taploud is operating an online marketplace and assumes the role of facilitator, and does not at any point of time during any transaction between Buyer and Merchant on the Platform come into or take possession of any of the products or services offered by Merchant. At no time shall Taploud hold any right, title or interest over the products nor shall Taploud have any obligations or liabilities in respect of such contract entered into between Merchant and Buyer.

  1. Taploud is only providing a platform for communication and it is agreed that the contract for sale of any of the products or services shall be a strictly bipartite contract between the Merchant and the Buyer. In case of complaints from the Buyer pertaining to food efficacy, quality, or any other such issues, Taploud shall notify the same to Merchant and shall also redirect the Buyer to the customer call centre of the Merchant, if available. Merchant shall alone be liable for redress and bound to take action on the complaints by the Buyer. Taploud shall in the interest of satisfactory resolution of the Complaint, share with the Buyer, relevant information pertaining to the Order along with Merchant contact details.

  1. Please note that there could be risks in dealing with underage persons or people acting under false pretence.

  1. You agree, undertake and confirm that your use of Platform shall be strictly governed by the binding principles morefully detailed in the Merchant Terms

     

  1. Terms and Conditions of Service

  1. Taploud shall perform Platform Services on best effort basis at all time and as agreed with no liability.

  1. Taploud provides no assurance that any Buyer will place Orders against the respective Merchant/s. The Merchant shall be solely responsible for display of the name of the restaurants and images of the items/products, which shall be listed for the Buyers to choose from.

  1. Taploud shall merely facilitate the pick-up and delivery of the Orders on the Platform through the PDP and is at liberty to provide  the means for the pick-up and delivery of the Orders placed by Buyers on the Platform at its sole discretion to the PDP who will be responsible for the pick-up and delivery services. Taploud is merely facilitating Delivery Services between the PDP and the Buyer or Merchant, as the case may be. At no point in time Taploud is providing Delivery Services either to the Merchant or the Buyer. Notwithstanding anything mentioned elsewhere, neither Party shall be liable for any unauthorized act of the PDPs and the liability shall solely rest with the PDPs. With respect to the Merchants providing their own delivery services, the liability arising out of such deliveries shall be that of respective Merchants, neither Taploud nor PDPs are liable for the same.

  1. Taploud shall determine to facilitate the aforesaid services within the areas as it deem fit. Taploud reserves the right to add or remove areas to improve Delivery Services. Taploud shall facilitate the Delivery Services within 4 Kilometre radius (approximately) or within such area as may be decided by Taploud in its sole discretion, from the location of Merchant in the territory, subsequent to which other areas may be added subject to revised terms, if any. Merchant shall be solely responsible to reimburse and/or absolve the cost of Orders for which Buyers have either refused to pay for or have claimed a refund for reasons that are solely attributed to Merchant (“Disputed Orders”), including but not limited to:

  1. Buyer’s expectations not being met or Buyer dissatisfaction with regard to the quality of items/products supplied by the Merchant;

  2. Wrong items put in the package;

  1. Poor packaging;

  1. Missing items in the Order; and

  1. Foreign object in the Order.

  1. Taploud shall also provide such other services to the Merchant which shall include but not limited to, Services provided by Taploud’s ‘Order Management Team’ by placing Orders on behalf of Buyer/s with the Merchant through phone calls (the “Call Center Service”) more fully defined under clause VI (9)(xiii)(a) hereinbelow and marketing services.

  1. The Merchant shall be solely responsible for reviewing information on the Platform and shall ensure that all information manifested / advertised are up to date and in accordance with applicable law. The Merchant shall update all such information and inform Taploud about the same in accordance with these Merchant Terms. Taploud shall not be liable or responsible in any way for any change in menu provided by the Merchant.

  1. The Merchant shall be solely responsible for any warrantee/guarantee of the food products sold to the Buyers and in no event, shall it be the responsibility of Taploud.

  1. In the event any Merchant wants to display and offer any pre-packaged product for sale to Buyers through the Platform, the Merchant shall be liable to comply with Legal Metrology (Packaged Commodities) Rules, 2011, as amended time to time, for displaying such pre-packaged product and share with Taploud a legible and clear image of the ‘principal display panel’ (excluding month and year in which the product is manufactured or packed) of such pre-packaged product, which shall be displayed on the Platform for the Buyers. It is clarified that Taploud shall facilitate but do not and shall not verify the content shared by the Merchant for displaying.

  1. The Merchant represents, warrants and covenants that:

  1. it shall at all times offer, sell prepared food and beverages that are best quality and fit for human consumption;

  1. it holds, at all times during the availing of Services, all licenses and/or consents necessary under all applicable statutes and regulations, including but not limited to the license/registration obtained (“FSSAI License”) under the Food Safety and Standards Act, 2006 (“FSS Act”) for it to carry out its business. The Merchant shall provide the details of its FSSAI License and a clear and legible image of the same shall be displayed on the Platform;

  1. it shall at all times, ensure that the food and beverages, provided by the Merchant to the Buyers through Taploud’s Platform, satisfy the requirement laid down under the FSS Act and all other statutory amendments or re-enactments, rules and regulations made thereunder that maybe for the time being in force;

  1. it shall at all times comply with hygiene and sanitary practices, and such other practices as may be applicable to its business, as prescribed under Schedule 4 of the Food Safety and Standard (Licensing and Registration of Food Businesses) Regulations, 2011;

  1. it has full power and capacity to enter into and perform its obligations under this Merchant Terms and has taken all necessary corporate and other actions to authorise the execution and performance thereof, mere use of the Platform and Services will constitute valid and binding obligations on and against it, in accordance with its terms;

  1. it is the sole author of, owns or otherwise controls all content provided to Taploud, or has been granted the right to use such content / information (including menus) from the rights holder and does not violate or infringe the rights of any third party or applicable laws;

  1. all information provided by the Merchant to Taploud, including all information contained in the Merchant’s menu, service offerings, inclusions and exclusions is and shall at all times be true, accurate and correct and not misleading in any respect;

  1. it shall be solely liable for the quality of all its products, including all food and beverages and the packaging of the same, and shall at all times be in compliance with applicable laws;

  1. it will comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Prevention of Corruption, Act 1988;

  1. it shall adhere to and comply with delivery schedules and timelines that has been represented for products on the Platform;

  1. it shall not use alternate means (including but not limited to phone/emails/SMS) to connect with the Buyer using the Platform, to take Orders and thereby circumventing the Platform transaction;

  1. it shall ensure, at all time, its personnel, its employees and representatives (Merchant Personnel) behave in a respectable and courteous manner with PDPs, Taploud representatives and as well as with the Buyers. Merchant Personnel shall not be rude, behave discourteously, or use foul or abusive language at any interaction. It shall at all time promptly report to Taploud immediately, any behavioural issue by the PDPs or Taploud representatives or Buyers for suitable action;

  1. it shall process and execute the Orders promptly, correctly and within the stipulated service level timelines, as follows;

  1. must confirm the Order within 6 minutes from the time the same having been relayed to it on the Taploud Partner Application. Taploud may send reminder after 2 minutes and shall allocate call to the Merchant after 6 minutes from the time Order having been replayed to it and if not confirmed by the Merchant by then. In the event, that the Merchant does not confirm the Order after Taploud has made attempt/s to call the Merchant, the Order will be deemed as cancelled by the Merchant. An intimation of such cancellation shall be sent to Merchant and such cancellation shall be treated as Merchant Cancellation and Taploud shall reserve the right to recover Service Fee for such cancelled Order.

  1. items must be securely packed and kept ready in packaged condition, marked as ‘Food Ready’, for a minimum of 80% of Merchant’s total delivered Orders and handed over to the pick-up and delivery personnel, upon his/her arrival. Merchant shall ensure, at all times, the pick-up and delivery personnel shall not be required to wait beyond 3 minutes to collect such packaged items.

  1. issue valid tax invoice against each Order fulfilled and a copy of such invoice shall be included in the package.

  1. it must always ensure it shall prepare the Ordered items as per the Order placed by the Buyer and shall be solely responsible for all the cost and consequences, if in case of supply of wrong items. The delivery personnel shall only deliver the packaged items handed over to him/her by the Merchant and shall not be liable to verify the correctness of the item(s) in an Order. It shall be the responsibility of the Merchant to verify whether all items packed are correct and as per the Order received.

  1. it shall be solely liable for delays in the delivery of Orders and/or repeat deliveries undertaken for reasons attributable to the Merchant, and the Merchant undertakes to keep Taploud fully and effectively indemnified against the same.

  1. it shall use / display, in accordance with Taploud’s instructions, all the collaterals and other materials supplied by Taploud in relation to all Orders delivered through Taploud;

  1. it shall not use the labels, trademarks, branding or collaterals of any third-party, including but not limited to Taploud’s direct competitors, for deliveries made using Taploud Services;

  1. it shall share with Taploud legible and clear images of products offered for sale to Buyers through the Platform in compliance of image guidelines as may be issued by Taploud from time to time. The Merchant shall provide images for a minimum of 20 products, or for 40% of total products of the menu, whichever is higher, for display on the Platform. Taploud shall facilitate photography services upon request, on chargeable basis;

  1. it shall ensure that it will at all times maintain parity in the pricing of its products offered for sale on the Platform as against its other sales channels, including but not limited to other online aggregators and its self-operated retail locations for better Buyer experience. It is clarified that, for the purposes of the present clause, product(s) shall mean and include the food or beverage item offered for sale, its quality, quantity and the packaging utilised;

  1. it shall list pre-packaged food products at a ceiling price equal to or less than the Maximum Retail Price as indicated on such product;

  1. it agrees that in the event of a Merchant’s failure to comply with clauses VI.9. (xvii) and VI.9.(xviii), and on receipt of any communication/complaint from Buyers to this effect, Taploud shall be at liberty to, on verifying the same, refund such Buyer for excess amounts charged against a product(s) and deduct the same from the Merchant from future settlements; and

  1. it shall be alert to the advisories issued by Taploud on ancillary charges that may be chargeable by Merchants to Buyers on the Platform. The Merchant shall, in view of such advisories being issued to adopt best industry practices and in the interest of Merchants and Buyers, endeavour to adhere to such advisories swiftly.

  1. Each Party hereby grants to the other Party a non-exclusive, non-transferable, worldwide, royalty free right to use, copy, publish and display the other Party’s trademarks, logos, name, menu and related information solely in connection with the promotion and marketing of the collaboration between Taploud and the Merchants and related purposes, including for publishing on the Platform.

  1. Notwithstanding these terms and conditions of Service, Taploud reserves the right to temporarily discontinue Services or permanently terminate with immediate effect for material breach or non-compliance by the Merchant which includes, but is not limited to, the following instances;

  1. Buyer complaints received by Taploud which are directly or indirectly attributable to the quality of food provided by the Merchant either through poor ratings, as defined by Taploud, through calls placed with Taploud or through any other means;

  1. Breach of the provisions of the Food Safety and Standards Act, 2006 and the rules and regulations, made thereunder, by Merchant;

  1. Non-adherence to Taploud’s delivery schedules and timelines that has been represented for products on the Taploud Platform;

  1. Misbehavior with Taploud’s representatives/personnel;

  1. Inclusion of marketing or promotional material belonging to competitors in Orders delivered by Taploud’s Personnel;

  1. Breach of the representations and warranties of the Merchant; or

  1. Any other material breach of the terms.

Taploud shall resume provision of Services to the Merchant at its own discretion.

  1. Notwithstanding anything contained under clause VI (11) hereinabove, Taploud has the right to immediately delist any of the food products from the Platform, which is not in compliance with the Food Safety and Standards Act, 2006 or the rules or regulations made thereunder.

  1. The Merchant acknowledges that all Services offered by Taploud on the Taploud Platform are non-exclusive in nature.

  1. Either Party can terminate this contract providing 15 days’ prior written notice to the other Party. Taploud shall reserve the right to delist the Merchant at the end of 15th Day. Upon termination in accordance with the terms hereof, Merchant shall only be required to service Orders already placed through Taploud prior to such expiry or earlier termination of this MoU, and Taploud shall be entitled to receive Service Fee for such Orders. Taploud may at its option elect not to terminate this Agreement, however, shall have right to suspend the services during the notice period.

  1. Taploud may also manage an email ID on your behalf, which shall be hosted on the Taploud.in domain, in order to manage customer communications and correspondence.

       

  1. Your Account and Registration Obligations

If you use the Platform, you shall be responsible for maintaining confidentiality of your login and password details and all activities that occur with the use of your login and password details. You agree that if you provide any information or content, required under these terms and conditions to be put up on the Platform, which is untrue, inaccurate, not current, or incomplete or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, incomplete, or not in accordance with the Merchant Terms, we shall have the right to indefinitely suspend, terminate or block you from accessing the Platform. Your registration with Taploud as a Merchant is exclusively for your use to gain access to the Platform and is strictly not transferable.

  1. Communications

When you use the Platform or send emails, other data, information, or communication to us, you agree and understand that you are communicating with us through electronic records and you consent to receive communications via electronic records from us periodically or as and when required. We may communicate with you by email or any other mode of communication, electronic or otherwise.

  1. Taploud Partner App & Use

Merchant shall be granted access to Taploud partner App for hand held devices and at its sole discretion Taploud shall issue hand held device to the Merchant (with embedded partner App) and the Merchant shall:

  1. ensure it has a functional tablet / mobile with the Taploud partner App at all times in Order to (a) receive and confirm Buyer Orders and provide estimates of delivery times or; (b) reject the Order through the Partner Application;

  1. in case it declines Orders through the tablet / mobile provided however, then it shall not use alternate means (phone/ emails) to connect with the Buyer in parallel to take Orders and thereby circumventing the process;

  1. execute the Orders promptly and indicate the estimated time of preparation of food to process the Order delivery including updating the Order status (e.g. food prepared etc.) through the partner App;

  1. Communicate with Taploud service operator through the phone call and/or SMS.

  1. Manage real time status of item stock/inventories and restaurant operations

  1. Disclaimer

To the fullest extent permitted by law, Taploud and its affiliates, and each of their respective officers, directors, members, employees, and agents disclaim all warranties, express or implied, in connection with these Merchant Terms, the Taploud Services and any use thereof, including, without limitation, the implied warranties of Merchant ability, fitness for a particular purpose and non-infringement. Taploud makes no warranties or representations about the accuracy or completeness of the Platform’s or the Taploud services’ content or the content of any other websites linked to the Platform, 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 Merchant’s access to and use of the Platform and the Taploud services, (c) any unauthorized access to or use of Taploud 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 Platform or otherwise with respect to the Taploud Services, (e) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Platform or the Taploud 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 Platform or the Taploud services. Taploud disclaims any and all liability for direct, indirect, incidental, special, consequential, punitive or other similar damages that may arise due to any deficiency in the Orders attributable to the Merchant, any malfunction or error on Taploud by the Merchant including but not limited to, technical errors, delays, omissions, inaccuracies in the content provided. Taploud disclaims and all liabilitiy that may arise due to any violation of the Food Safety and Standards Act, 2006 and applicable rules and regulations made thereunder and such liability shall be attributable to the Merchant.

  1. Confidentiality

Each Party agrees that the information provided while availing the Services is confidential and of substantial value to the other Party may be disclosed to the other Party. Such information may include, but is not limited to, unpublished software code, technical processes, product designs, financial information, business plans, or material related to advertising or marketing. All such information shall be confidential and shall be kept confidential by both Parties throughout the Term and for a period of 2 years thereafter.

  1. Intellectual Property

  1. Each Party owns all right, title and interest in their respective trade names, service marks, inventions, copyrights, trade secrets, patents, and other intellectual property (“Intellectual Property”). These Merchant Terms does not constitute a license or a right to use any Party’s Intellectual Property other than as expressly set out in these Merchant Terms. You and we agree that, in the event of any third-party claims infringement of its intellectual property rights on the Platform, and such content which is alleged to have infringed such third party intellectual property rights has been shared on the Platform by you, it shall be your responsibility to investigate, defend, settle and discharge any such intellectual property infringement claim in relation to such content on the Platform.

  1. You recognise that Taploud is the registered owner of the word mark ‘Taploud’ and the logo including but not limited to its variants (‘Licensed Marks’) and further agree not to directly or indirectly, attack or assist another in attacking the validity of Taploud’s or its affiliates proprietary rights in, the Licensed Marks or any registrations thereof, or file any applications for the registration of the Licensed Marks or any names or logos derived from or confusingly similar to the Licensed Marks, any variation thereof, or any translation or transliteration thereof in another language, in respect of any products/services and in any territory throughout the world. In the event you notice any infringements of Licensed Marks, please write to us at brand-protection@Taploud.in.

  1. Taploud respects third party intellectual property rights and has put in place a ‘IP Notice and Take Down Policy’ so that intellectual property owners can easily report listings that infringe their right to ensure that infringing products are removed from the site, as such intellectual property violations erode Buyer and good Merchant trust.

  1. Only the intellectual property rights owner can report potentially infringing products or listings through ‘Take Down Policy’ by way of Notice of infringement in the specified format. If you are not the intellectual property rights owner, you can still help by getting in touch with the rights owner and encouraging them to contact us.

(Note: Taploud does not and cannot verify that Merchants have the right or ability to sell or distribute their listed products. However, Taploud is committed ensure that item listings do not infringe upon intellectual property rights of third parties once an authorized representative of the rights owner properly reports them to Taploud.)

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  1. Indemnity

  1. You agree to defend, indemnify and hold harmless Taploud, its affiliates and its and their respective officers, directors, employees and agents from and against all actions, third party civil and criminal claims, liabilities, losses, damages and expenses, including but not limited to reasonable attorney’s fees, arising out of or relating to the Orders, services or offers supplied by the you, or arising out of or relating to your content listed on the Platform.

  1. Taploud agrees to defend, indemnify and hold harmless Merchant and its officers, directors, employees and agents from and against all actions, third party civil and criminal claims, liabilities, losses, damages and expenses, including but not limited to reasonable attorney’s fees, arising out of or relating to any claim arising solely due to a breach by Taploud of its obligations under this Agreement

        

  1. 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 Agreement, including liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement. Taploud does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, neither Party shall 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. However, Taploud will use its best endeavours to ensure that the unintentional operational errors do not occur, Taploud cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, Taploud’s aggregate liability under this Agreement and respective Merchant Terms shall not exceed the total value of a Disputed Order.

  1. No Waiver

No failure or delay by any Party in exercising any right, power or remedy under these Merchant Terms or provided by law shall operate as a waiver thereof or affect that right, power or remedy. No waiver by any Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

  1. Relationship

The Parties agree that nothing in this Merchant Terms shall be construed as creating the relationship of employer and employee, master and servant, or principal and agent, or a partnership, or a joint venture of any kind whatsoever between the Parties or between the parties and its respective contractors / employees. Taploud is, and shall remain an independent contractor with respect to their performance hereunder and shall have no right or authority to assume or create any obligation, express or implied on behalf of the Merchant and vice versa.

  1. Governing Law

This Merchant Terms shall be governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with Services, which the Parties are unable to settle within 30 days, shall be referred to arbitration by a sole arbitrator appointed mutually by both Parties. The Arbitration shall be conducted in accordance with Arbitration and Conciliation Act, 1996 or any statutory re-enactment or modification thereof for the time being in force. The venue of the arbitration shall be Bangalore and the arbitration shall be conducted in English language. Subject to the foregoing, the courts at Bangalore shall have exclusive jurisdiction.

  1. Severability

If any provision of these Merchant Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Merchant Terms which can be given effect without the invalid provision shall continue in full force and effect and shall in no way be impaired or invalidated.

 

It is the responsibility of the Retailer and any delivery provider they use to verify the liquor permit and to determine whether it is otherwise safe and appropriate to furnish You with alcohol

If we believe that Your order is fraudulent or unlawful, We may alert the Retailer and suspend the user of the Service.

  1. Notice

All notices under these Merchant Terms shall be sent by registered post acknowledgement due, contemporaneous courier or email to the address mentioned below; Taploud venture OPC Private Limited Reg Office:Rajneelm 211 breach candy 400026, India. Time: 9.30 AM to 5.30 PM from Monday to Friday If the Merchant notices any discrepancy in the Settlement of Collections, the Merchant may raise a ticket by writing an email to partnersupport@taploud.in and the same will be mutually resolved by both parties within 15 days from the date on which the ticket was raised.

Taploud shall issue notice to Merchant vide registered post acknowledgment due, contemporaneous courier, partner App or email or mobile number registered with Taploud.

  1. Force Majeure

If at any time during the currency of the agreement between Merchant and Taploud, the performance in whole or in part by either party or any obligations under the contract shall be prevented or delayed by reasons of acts of God, war, hostilities, invasions, act of public enemies, civil commotion, sabotage, fire, explosions, flood, cyclone, earthquake, epidemics and any form of government restrictions on business operations, adverse climatic conditions and other unforeseen events or circumstances etc. (hereinafter referred to as “Force Majeure Conditions”) which directly affect the performance of obligations and which are beyond the reasonable control of either party, provided notice of the happening of any one or more of the Force Majeure Conditions is given by either party on occurrence of the Force Majeure Conditions, the obligation of the party giving notice shall stand suspended without any liability towards the other party so long as such Force Majeure Conditions continues except such obligations as may have accrued till the date of commencement of the Force Majeure.

  1. Anti-Bribery

In case the Parties become aware of any benefit in cash or in kind being provided to any officer or employee, or any relative / associate of any officer or employee, of the other Party or of any of its associate companies, in order to secure this transaction, it shall notify the other Party of the same and the Parties will determine the way forward. In case of notification to Taploud, it shall be sent to Taploud's ethics hotline portal, accessible at https://ethics.Taploud.com/ and Taploud@ethicshelpline.in

  1. Payment Terms

  1. Definitions

  1. The term “Gross Value” shall mean the aggregate of the following as stored in Taploud’s database (i) the items included in each Order as calculated on the basis of the price, rates and features of items listed in the menu ; (ii) the packaging charges, if any and (iii) GST and other such taxes as applicable.

  1. The term “Net Value” shall mean the System Value excluding GST and such other taxes that may be applicable.

  1. The term “Service Fee” shall mean and include:

  1. “Platform Service Fee”, means the fee for Platform Services provided by Taploud to the Merchant and shall include listing fee and lead generation fee;

  1. “Delivery Service Fee”, means the fee for Delivery Services facilitated through Taploud through PDP.

  1. The term “Successfully Delivered Order” shall mean Orders for which Collections have been made.

  1. The term “Disputed Order/s” shall mean those Orders for which Buyers have either refused to pay for or have claimed partial or full refund, as applicable, for reasons that are attributable to Merchant, including but not limited to, Buyer’s expectations not being met or Buyer dissatisfaction in relation to, inter alia, the quality of the products, undelivered Orders, discrepancy in the product delivered which is not in accordance with the Order placed and/or those Orders for which Buyer requests for a replacement. Such event Taploud shall be entitled to recover from Merchant the Service Fee form the Collections. It is clarified that Taploud shall not be liable to make any payment for a Disputed Order. Taploud shall reserve the right to recover from Merchant, the amount paid to Buyers as refund upto the Order value. (Note: In case the Buyer requests for a replacement, the Merchant shall be liable to provide the replacement of the Order free of cost and in such case Taploud shall not charge Service Fee for the replacement Order additionally. Taploud undertakes, on a best effort basis, to employ strong controls to prevent any misuse by the Buyer under this clause.).

  1. The term “GST” shall mean goods and service tax.

  1. The term “Other Services” shall mean the other services that are provided by Taploud to Merchants morefully defined under Schedule of Charges.

  1. The term “Other Charges” shall mean the charges that are applicable to Merchant for Other Services specified under Schedule of Charges, which can be accessed Here.

  1. The term “Gross Merchandise Value” (GMV)” shall mean the aggregate of the following as stored in Taploud’s database (i) the items included in each Order as calculated on the basis of the price, rates and features of items listed in the menu before discounts, whatsoever; (ii) the packaging charges, if any and (iii) GST and other such taxes as applicable.

  1. Taploud shall charge Merchant/s Service Fee for the Services provided. The Merchant shall pay Service Fees to Taploud as agreed between the Parties under the duly executed memorandum of understanding or letter of understanding by and between Taploud and the Merchant/s (“MoU”), which term shall include references to any amendments made thereto. The Service Fees are subject to GST and other taxes applicable thereon at the prevailing rates.

  1. Taploud shall collect the payments against undisputed Orders from the Buyers (the “Collections”) and shall remit to the bank account of the Merchant as specified hereinabove. Taploud shall be entitled to make the following deductions (“Deductions”) from the Collections: (i) Service Fees for the applicable Settlement Period, including Service Fees for Disputed Orders (ii) Other Charges as mentioned under Schedule of Charges and (iii) GST & other taxes applicable thereon at the prevailing rates, from weekly settlement remittance for the applicable Settlement Period.

  1. Upon the expiry or earlier termination of the MoU in accordance with the terms thereof, Taploud and the Merchant shall only be required to service Orders already placed through Platform prior to such expiry or earlier termination, and Taploud shall be entitled to deduct payments for such Orders in accordance with this Payment Terms.

  1. In the event of any change to the System Value, the Merchant shall inform Taploud of such change at least 4 working days prior to effecting such changes. The System Value will be deemed to be updated with the changes as communicated by the Merchant on the 5th working day from the date of receipt of such written communication by Taploud. It is however clarified that for the purpose of determining the value of an Order, only the System Value, as updated in accordance with this clause, shall be considered as the final value. Taploud shall not be liable or responsible in any way for any change in menus by the Merchant, except to the extent already informed by the Merchant to Taploud in accordance with this clause.

  1. Mode of Payment

  1. Settlement of the Collections shall occur on a weekly basis (and in accordance with the payment systems and nodal account guidelines prescribed by the Reserve Bank of India) to allow for adjustments towards Disputed Orders (the “Settlement Period”) subject to deductions specified hereinabove. The Settlement Period for Orders Serviced from Sunday to Saturday shall be on or before Wednesday of the following week. If the Settlement Period falls on a bank holiday, it shall be deemed to be the following working day.

  2. Taploud shall raise invoices for the Service Fees for the applicable Settlement Period, and the applicable Service Fees shall be deducted from the Collections. The balance Collections shall be remitted by Taploud to the Merchant at the end of the Settlement Period.

  1. Schedule of Charges

Taploud shall be entitled to charge and the Merchant shall pay to Taploud, the charges detailed hereunder in addition to the Service Fee. These charges are subject to GST or any other taxes, applicable thereon at the prevailing rates. Taploud reserves the right to revise these charges with prior intimation to the Merchant.

Description of Charges                Note           Charges/Deductions/                 Effective from                   Exceptions/ Remarks

                                                                            Reimbursement

 

Maintenance fee of app                  1                INR 1000  one time fee               Date of the LOU               For The first time 

 

Merchant Cancellation                   2                5% of the Net Value                    Date of the LOU               5% of Order out of the total                                                                                                                                                                                   Orders in a Settlement Period

                                                                                                                                                                    Case to case basis & upto Order Value

                                                                                                                                                                     Charges

 

Refund for Disputed Order            3                 As applicable                               Date of the LOU        As and when service is availed.

 

Marketing

fees and such other charges          4               As applicable                                 Date of the LOU       As and when service is availed.

                                                                            

Seller Protection for other than Merchant Cancellation 5 For cancellation of Orders either through the Platform, or through calling customer care, by a Buyer (a) for no reason attributable to Merchant, or (b) for no reason attributable to Taploud, provided that the said Order has been accepted and confirmed for preparation by the Merchant. In case of Buyer Cancellation, Merchant will be paid and the same shall be accounted in the applicable Settlement Period in the following manner:(a) 40% of Net Value for Orders not marked as ‘Food Ready’ and not picked up by the Taploud Delivery Partner; and (b) 100% of Net value (less of commissions and applicable schemes) for all remaining Orders placed through the Platform, provided that items must be securely packed and kept ready in packaged condition, marked as ‘Food Ready’, for a minimum of 80% of Merchant’s total delivered orders and handed over to the pick-up and delivery partner, upon his/her arrival. Merchant shall ensure, at all times, the pick-up and delivery partner shall not be required to wait beyond 3 minutes to collect such packaged items.(CHANGE NEEDED) Date of LOU Case to case basis

Notes:

  1. “Call Center Service Fee” shall means fee towards Call Centre Services provided by Taploud to get an Order confirmation by Merchant more fully defined under clause VI (9)(xiii)(a) of the Merchant Terms. Taploud shall waive off Call Center Services Fee (a) as one-time convenience to the new Merchants for an initial period of two (2) weeks from the date of MoU and (b) Call Centre Services up to 0% of Orders out of the total Orders (rounding decimals to the next whole number) in a Settlement Period [Illustration: 1.4 rounded to the next whole number will be 2 and 1.6 rounded to the next whole number will be 2];

  1. “Penalty for Merchant Cancellation” shall mean penalty with respect to Order that are cancelled by the Merchant due to failure to fulfil as a result of unavailability of the product/s in an Order or closure of the Merchant’s outlet or any other reason attributable to the Merchant. Merchant Cancellations (without any charge) will be permitted up to 0.5% of Orders out of the total Orders (rounding decimals to the next whole number) in a Settlement Period [Illustration: 1.4 rounded to the next whole number will be 2 and 1.6 rounded to the next whole number will be 2];

  1. “Refund for Disputed Order/s” shall mean refund paid to the Buyer, where the Buyer claimed partial or full refund, as applicable, for the reasons that are attributable to Merchant, including but not limited to, Buyer’s expectations not being met or Buyer dissatisfaction in relation to, inter alia, the quality of the products, undelivered Orders, discrepancy in the product delivered which is not in accordance with the Order placed and/or those Orders for which Buyer requests for a refund or replacement. Instant Gratification will be effective only after Taploud provides the feature on the Taploud Partner App/Website that will provide to the Merchant the information with respect to the Order and reason for deduction of compensation;

  1. “Marketing fees and such other charges” shall mean the charges towards digital marketing services including but not limited to carousel connection with the Merchant’s listings and other related services availed by the Merchant on the Platform and shall be decided by Taploud;

  1. “Seller Protection for Buyer Cancellation” an amount contributed by Taploud in case of cancellation of Orders either through the Platform, or through calling customer care, by a Buyer (a) for no reason attributable to Merchant, or (b) for no reason attributable to Taploud, provided that the said Order has been accepted and confirmed for preparation by the Merchant. In case of Buyer Cancellation, Merchant will be paid on demonstration of good faith by the Merchant to the satisfaction of Taploud and Taploud reserves the right to reject basis reasonable belief of mala fide on part of the Merchant or honour the Merchant’s claim under this Clause, as the case may be. If accepted, the same shall be accounted in the applicable Settlement Period in the following manner: (a) 40% of Net Value for Orders not marked as ‘Food Ready’ and not picked up by the Delivery Partner and (b) 100% of Net value (less of commissions and applicable schemes) for all remaining Orders placed through the Platform.

  1. Each Party in order to derive the benefits under the present Terms and Conditions shall exercise act only in good faith in its dealings with the other Party hereto and in performance of its obligations under these Terms and Conditions.

  1. Taploud Select Program

Taploud SELECT Program is a Privilege Partner Program on the Platform. Under this program , eligible Partner can voluntarily reach out to the platform seeking a plan to target growth and related benefits subject to pre-requisite requirements. Specific Terms and Conditions will apply. For details, please reach out to your account SPOC.

 

Important Notice: the above-mentioned claims or any other declarations are made by the Merchants themselves and the responsibility and liability of such claims or declarations shall solely rest with the Merchants. Taploud shall undertake no responsibility and liability of the claims or declarations made by the Merchant on the Platform.

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