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Merchant Terms of Use

Merchant Terms of Use

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 of Use for access or usage of website and ‘GharSe’ application for mobile and handheld devices.

  1. These terms of use (the “Terms of Use”) govern your use of our website (the “Website”) and our ‘GharSe’ application for mobile and handheld devices (the “App”). The Website and the App are jointly referred to as the “Platform”. Please read these Terms of Use carefully before you use the services. If you do not agree to these Terms of Use, 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 GharSe and you signify your acceptance to the Terms of Use and other GharSe 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.
  2. The Platform is owned and operated by Patronous Infotech Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office at 7 Giripeth Nagpur - 440010 and Administrative Office at 05 Junipers Hemant, Plot No. 2, 1st Floor, West Wing I.T. Park, South Ambazari Road, Nagpur – 440022. For the purpose of these Terms of Use, 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 “GharSe”, “we”, “us” or “our” shall mean Patronous Infotech Private Limited.

III.       GharSe enables transactions between participant restaurants/merchants/Home Chefs/ Chefs (you) dealing in food and beverages, and buyers (“Platform Services”). The buyers (“Buyer/s”) can choose and place orders (“Orders”) from variety of products listed and offered for sale by various neighbourhood merchants/chefs like you, including but not limited to the restaurants and eateries (“Merchant/s”) on the Platform and GharSe enables delivery of such Orders at select localities of serviceable cities across Nagpur (“Delivery Services”). The Platform Services and Delivery Services are collectively referred to as “Services”.

  1. This Terms of Use are subject to modifications, and we reserve the right to modify or change the Terms of Use and other GharSe policies at any time by posting changes on the Platform. You shall be liable to update yourself of such changes, if any, by accessing the changes on the Platform. You shall, at all times, be responsible for regularly reviewing the Terms of Use and other GharSe 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 Terms of Use and other GharSe policies.
  2. Use of Platform and Services
  3. 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. GharSe 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.
  4. GharSe does not make any representation or warranty as to the item-specifics (such as legal title, creditworthiness, identity, etc.) of any of its users. You are advised to independently verify the bona fides of any particular user that you choose to deal with on the Platform and use your best judgment in that behalf.
  5. GharSe is not responsible for any non-performance or breach of any contract entered into between Buyers and Merchants on the Platform. GharSe cannot and does not guarantee that the concerned Buyers and/or Merchant will perform any transaction concluded on the Platform. GharSe 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.
  6. GharSe 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 GharSe hold any right, title or interest over the products nor shall GharSe have any obligations or liabilities in respect of such contract entered into between Merchant and Buyer.
  7. GharSe 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, GharSe shall notify the same to Merchant. Merchant shall alone be liable for redressing and bound to take action on the complaints by the Buyer. GharSe has the right to share with the Buyer, the relevant information including the Merchant details to enable satisfactory resolution of the complaint.
  8. Please note that there could be risks in dealing with underage persons or people acting under false pretense.
  9. You agree, undertake and confirm that your use of Platform shall be strictly governed by the following binding principles:

(i)         You shall not host, display, upload, download, modify, publish, transmit, update or share any information which

(a)        belongs to another person and which you do not have any right to;

(b)        is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, slanderous, criminally inciting or invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever; or unlawfully threatening or unlawfully harassing including but not limited to “indecent representation of women” within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986;

(c)        is misleading or misrepresentative in any way;

(d)        is patently offensive to the online community, such as sexually explicit content, or content that promotes obscenity, pedophilic, racism, bigotry, hatred or physical harm of any kind against any group or individual;

(e)        harasses or advocates harassment of another person;

(f)         involves the transmission of “junk mail”, “chain letters”, or unsolicited mass mailing or “spamming”;

(g)        promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

(h)        infringes upon or violates any third part’s rights [including, but not limited to, intellectual property rights, rights of privacy (including without limitation unauthorized disclosure of a person’s name, email address, physical address or phone number) or rights of publicity];

(i)         promotes an illegal or unauthorized copy of another person’s copyrighted work (see “copyright complaint” below for instructions on how to lodge a complaint about uploaded copyrighted material), such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;

(j)         contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);

(k)        provides material that exploits people in a sexual, violent or otherwise inappropriate manner or solicits personal information from anyone;

(l)         provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;

(m)       contains video, photographs, or images of another person (with a minor or an adult);

(n)        tries to gain unauthorized access or exceeds the scope of authorized access to the Platform or to profiles, blogs, communities, account information, bulletins, friend request, or other areas of the Platform or solicits passwords or personal identifying information for commercial or unlawful purposes from other users;

(o)        engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising and pyramid schemes, or the buying or selling of products related to the Platform. Throughout this Terms of Use, GharSe’s prior written consent means a communication coming from GharSe’s Legal Department, specifically in response to your request, and expressly addressing and allowing the activity or conduct for which you seek authorization;

(p)        solicits gambling or engages in any gambling activity which is or could be construed as being illegal;

(q)        interferes with another user’s use and enjoyment of the Platform;

(r)         refers to any website or URL that, in our sole discretion, contains material that is inappropriate for the Platform or any other website, contains content that would be prohibited or violates the letter or spirit of these Terms of Use;

(s)        harm minors in any way;

(t)         infringes any patent, trademark, copyright or other intellectual property rights or third party’s trade secrets or rights of publicity or privacy or shall not be fraudulent or involve the sale of counterfeit or stolen products;

(u)        violates any law for the time being in force;

(v)        deceives or misleads the addressee/ users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;

(w)       impersonate another person;

(x)        contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any trojan horses, worms, time bombs, cancel bots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate any system, data or personal information;

(y)        threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any criminal offence or prevents investigation of any offence or is insulting any other nation;

(z)        is false, inaccurate or misleading;

(aa)      creates liability for us or causes us to lose (in whole or in part) the services of our internet service provider or other suppliers; or

(bb)      directly or indirectly, offers, attempts to offer, trades or attempts to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force.

(ii)        You shall not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Platform or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform. We reserve our right to prohibit any such activity.

(iii)      You shall not attempt to gain unauthorized access to any portion or feature of the Platform, or any other systems or networks connected to the Platform or to any server, computer, network, or to any of the services offered on or through the Platform, by hacking, password mining or any other illegitimate means.

(iv)       You shall not probe, scan or test the vulnerability of the Platform or any network connected to the Platform nor breach the security or authentication measures on the Platform or any network connected to the Platform. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to Platform, or any other Buyer, including any account on the Platform not owned by you, to its source, or exploit the Platform or any service or information made available or offered by or through the Platform, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Platform.

(v)        You shall not make any negative, denigrating or defamatory statement(s) or comment(s) about us or the brand name or domain name used by us including the name ‘GharSe’, or otherwise engage in any conduct or action that might tarnish the image or reputation, of GharSe or Merchant on platform or otherwise tarnish or dilute any of GharSe’s trade or service marks, trade name and/or goodwill associated with such trade or service marks, as may be owned or used by us. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform or GharSe’s systems or networks, or any systems or networks connected to GharSe.

(vi)       You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform or any transaction being conducted on the Platform, or with any other person’s use of the Platform.

(vii)      You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to us on or through the Platform or any service offered on or through the Platform. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

(viii)    You may not use the Platform or any content on the Platform for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity that infringes the rights of GharSe and/or others.

(ix)       You shall at all times ensure full compliance with the applicable provisions, as amended from time to time, of the (a) Information Technology Act, 2000 and the rules thereunder; (b) Food Safety and Standards Act, 2006 and the rules and regulations thereunder; (c) all applicable domestic laws, rules and regulations (including the provisions of any applicable exchange control laws or regulations in force); and (d) international laws, foreign exchange laws, statutes, ordinances and regulations (including, but not limited to good and service tax and/or any other taxes, custom duty, local levies), regarding your use of our service and your listing, purchase, solicitation of offers to purchase, and sale of products or services. You shall not engage in any transaction in an item or service, which is prohibited by the provisions of any applicable law including exchange control laws or regulations for the time being in force.

(x)        You shall be solely responsible for ensuring taxes are charged in accordance with applicable laws. Any liability or claim that may arise in this respect shall be wholly borne by you. GharSe expressly disclaims any liability in this regard.

(xi)       In order to allow us to use the information supplied by you, without violating your rights or any laws, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tier) right to exercise the copyright, publicity, database rights or any other rights you have in your Information, in any media now known or not currently known, with respect to your Information. We will only use your information in accordance with the Terms of Use and Privacy Policy applicable to use of the Platform.

(xii)      From time to time, you shall be responsible for providing information relating to the products or services proposed to be sold by you. In this connection, you undertake that all such information shall be accurate in all respects. You shall not exaggerate or overemphasize the attributes of such products or services so as to mislead other users in any manner.

(xiii)    You shall not engage in advertising to, or solicitation of, other users of the Platform to buy or sell any products or services, including, but not limited to, products or services related to that being displayed on the Platform or related to us. You may not transmit any chain letters or unsolicited commercial or junk email to other users via the Platform. It shall be a violation of these Terms of Use to use any information obtained from the Platform in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to another person other than us without our prior explicit consent. In order to protect our users from such advertising or solicitation, we reserve the right to restrict the number of messages or emails which a user may send to other users in any 24-hour period which we deem appropriate in its sole discretion. You understand that we have the right at all times to disclose any information (including the identity of the persons providing information or materials on the Platform) as necessary to satisfy any law, regulation or valid governmental request. This may include, without limitation, disclosure of the information in connection with investigation of alleged illegal activity or solicitation of illegal activity or in response to a lawful court order. In addition, (a) we can (and you hereby expressly authorize us to) disclose any information about you to law enforcement or other government officials, as we, in our sole discretion, believe necessary or appropriate in connection with the investigation and/or resolution of possible crimes, especially those that may involve personal injury, and (b) we can (and you hereby expressly authorize us to) disclose any information about your transactions effected on the Platform to the state government and/or the central government authorities, including direct and indirect tax or any appropriate authority and their officials, as we, in our sole discretion, believe necessary or appropriate.

(xiv)     We reserve the right, but have no obligation, to monitor the materials posted on the Platform. GharSe shall have the right to remove or edit any content that in its sole discretion violates, or is alleged to violate, any applicable law or either the spirit or letter of these Terms of Use. Notwithstanding this right, YOU REMAIN SOLELY RESPONSIBLE FOR THE CONTENT OF THE MATERIALS YOU POST ON THE PLATFORM AND IN YOUR PRIVATE MESSAGES. Please be advised that such Content posted does not necessarily reflect GharSe views. In no event shall GharSe assume or have any responsibility or liability for any Content posted or for any claims, damages or losses resulting from use of Content and/or appearance of Content on the Platform. You hereby represent and warrant that you have all necessary rights in and to all Content which you provide and all information it contains and that such Content shall not infringe any proprietary or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information.

(xv)      Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Platform, including payment and delivery of related products or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. We shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Platform.

(xvi)     It is possible that other users (including unauthorized users or hackers) may post or transmit offensive or obscene materials on the Platform and that you may be involuntarily exposed to such offensive and obscene materials. It also is possible for others to obtain personal information about you due to your use of the Platform, and that the recipient may use such information to harass or injure you. We do not approve of such unauthorized uses, but by using the Platform you acknowledge and agree that we are not responsible for the use of any personal information that you publicly disclose or share with others on the Platform. Please carefully select the type of information that you publicly disclose or share with others on the Platform.

(xvii)    GharSe shall have all the rights to take necessary action and claim damages that may occur due to your involvement/participation in any way on your own or through group/s of people, intentionally or unintentionally in DoS/DDoS (Distributed Denial of Services), hacking, pen testing attempts without our prior consent or a mutual legal agreement.

  1. Terms and Conditions of Service
  2. GharSe is a unique platform for ordering homemade food. It will enable Home Chefs from Nagpur to onboard and sell their food. Users would be able to go to our website/application and order the food. Team from GharSe will ensure that the food is picked from home chef and delivered to the user.

GharSe shall perform Platform Services on best effort basis and as agreed with no liability. GharSe 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. GharSe shall perform Delivery Services on best efforts basis at all time, and at liberty to choose from the means for the pick-up and delivery of the Orders placed by Buyers on the Platform at its sole discretion.
  2. GharSe shall determine to provide the aforesaid services within the areas as it deem fit. GharSe reserves the right to add or remove areas to improve its Services. 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,

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

(ii)        Wrong items put in the package;

(iii)      Poor packaging;

(iv)       Missing items in the order; and

(v)        Foreign object in the order.

  1. GharSe shall also provide such other services to the Merchant which shall include but not limited to, Services provided by GharSe’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 (8)(xii)(a) herein below and marketing services.
  2. 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 GharSe about the same in accordance with these Terms of Use. GharSe shall not be liable or responsible in any way for any change in menu provided by the Merchant.
  3. 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 GharSe. The Merchant will also take the responsibility regarding the packaging material used to pack and deliver to the customer and will not use the material which is not applicable by any law to pack the food to be delivered. Our team may also write the chief’s bio if needed.
  4. In the event any Merchant wants to display and offer any pre-packaged food for sale to Buyers through the Platform, the Merchant shall share with GharSe a legible and clear image of the ‘principal display panel’ (excluding the batch number/lot number, best before, expiry date and maximum retail price) of such pre-packaged food, which shall be displayed on the Platform for the Buyers.
  5. The Merchant represents, warrants and covenants that:

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

(ii)        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, which shall be displayed on the Platform. Our team may help you in acquiring FSSAI license in a hassle free manner if specifically requested;

(iii)      it shall at all times, ensure that the food and beverages, provided by the Merchant to the Buyers through GharSe’s Platform and the packaging used to deliver, satisfy the requirement laid down under the FSS Act and all other statutory amendments or re-enactments, rules and regulations made there under that maybe for the time being in force;

(iv)       it shall at all times comply with basic 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;

(v)        it has full power and capacity to enter into and perform its obligations under this 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;

(vi)       it is the sole author of, owns or otherwise controls all content provided to GharSe, 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;

(vii)      all information provided by the Merchant to GharSe, 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;

(viii)    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;

(ix)       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;

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

(xi)       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;

(xii)      it shall process and execute the Orders promptly, correctly and within the stipulated service level timelines, as follows;

  1. a) must confirm the Order as soon as possible after been relayed to it by GharSe Partner Application. GharSe shall allocate call to the Merchant if confirmation is not received. In the event, that the Merchant does not confirm the Order after GharSe has made attempt/s to call the Merchant, the Order will be deemed as not confirmed by the Merchant. No Service Fee will be charged for this non confirmed order, but after merchant’s confirmation if he/she is not able to supply the order then it will be considered as cancelled.
  2. b) items must be securely packed and kept ready in packaged condition and handed over to the delivery personnel, upon his/her arrival. The pick-up and delivery personnel must not have to wait for beyond 5 minutes for the packaged items to be handed to him/her.
  3. c) 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.
  4. d) 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 GharSe fully and effectively indemnified against the same.

(xiii)    it shall use / display, in accordance with GharSe’s instructions, all the collaterals and other materials supplied by GharSe in relation to all Orders delivered through GharSe; and

(xiv)     it shall not use the labels, trademarks, branding or any other collaterals of any third-party, including but not limited to GharSe’s direct competitors, for deliveries made using GharSe Services.

  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 GharSe and the Merchants and related purposes, including for publishing on the Platform.
  2. Notwithstanding these terms and conditions of Service, GharSe 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;

(i)         Buyer complaints received by GharSe which are directly or indirectly attributable to the quality of food provided by the Merchant either through poor ratings, as defined by GharSe, through calls placed with GharSe or through any other means

(ii)        Breach of the provisions of the Food Safety and Standards Act, 2006 and the rules and regulations, made there under, by Merchant;

(iii)      Non-adherence to GharSe’s delivery schedules and timelines that has been represented for products on the GharSe Platform;

(iv)       Misbehavior with GharSe’s representatives/personnel;

(v)        Inclusion of marketing or promotional material belonging to competitors in Orders delivered by GharSe’s Personnel;

(vi)       Breach of the representations and warranties of the Merchant; or

(vii)      Any other material breach of the terms.

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

  1. Notwithstanding anything contained under clause VI (10) hereinabove, GharSe 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 there under.
  2. The Merchant acknowledges that all Services offered by GharSe on the GharSe Platform are non-exclusive in nature.
  3. A Merchant can terminate this contract providing 15 days’ prior written notice to GharSe. GharSe shall 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 GharSe prior to such expiry or earlier termination of this MoU, and GharSe shall be entitled to receive Service Fee for such Orders.
  4. GharSe may also manage an email ID on your behalf, which shall be hosted on the gharseapp.com domain, in order to manage customer communications and correspondence.

VII.      Your Eligibility

The use of the Platform is available only to persons who can form legally binding contracts under the Indian Contract Act, 1872. Persons who are “incompetent to contract” within the meaning of the Indian Contract Act, 1872 including minors, un-discharged insolvents etc. are not eligible to use the Platform. If you are a minor i.e. under the age of 18 years, you shall not register as a seller on the Platform, transact or use the Platform. GharSe reserves the right to terminate your registration and/or refuse you access to the Platform if it is brought to GharSe’s notice or discovered that you are under the age of 18 years. If you register as a business entity, you represent that you are duly authorized by the business entity to accept these Terms of Use and you have the authority to bind the business entity to these Terms of Use.

VIII.     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 Terms of Use, we shall have the right to indefinitely suspend, terminate or block you from accessing the Platform. Your registration with GharSe 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. GharSe Partner App & Use

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

(i)         ensure it has a functional tablet / mobile with the GharSe 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;

(ii)        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;

(iii)      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.

(iv)       Communicate with GharSe service operator through the phone call and/or SMS.

(v)        Manage real time status of item stock/inventories and restaurant operations

  1. Disclaimer

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

XII.      Confidentiality

Each Party agrees that during the course of these Terms of Use, information that 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.

XIII.     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 Terms of Use does not constitute a license or a right to use any Party’s Intellectual Property other than as expressly set out in these Terms of Use. 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.
  2. GharSe 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.
  3. 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: GharSe does not and cannot verify that Merchants have the right or ability to sell or distribute their listed products. However, GharSe 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 GharSe.)

XIV.     Indemnity

You agree to defend, indemnify and hold harmless GharSe, 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. 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. GharSe does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, GharSe 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. However, GharSe will use its best endeavors to ensure that the unintentional operational errors do not occur, GharSe cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, GharSe’s aggregate liability under this Agreement and respective Terms of Use shall not exceed the total value of a Disputed Order.

XVI.     No Waiver

No failure or delay by any Party in exercising any right, power or remedy under these Terms of Use 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.

XVII.    Relationship

The Parties agree that nothing in this Terms of Use 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. GharSe 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.

XVIII. Governing Law

This Terms of Use 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 Nagpur and the arbitration shall be conducted in English language. Subject to the foregoing, the courts at Nagpur shall have exclusive jurisdiction.

XIX.     Severability

If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Terms of Use 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.

  1. Notice

All notices under these Terms of Use shall be sent by registered post acknowledgment due, contemporaneous courier or email to the address mentioned below; Patronous Infotech Private Limited, Located at 05 Junipers Hemant, Plot No. 2, 1st Floor, West Wing I.T. Park, South Ambazari Road, Nagpur – 440022, 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 order@gharseapp.com and the same will be mutually resolved by both parties within 15 days from the date on which the ticket was raised.

XXI.     PAYMENT TERMS

  1. DEFINITIONS
  2. The term “Gross Value” shall mean the aggregate of the following as stored in GharSe’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.
  3. The term “Net Value” shall mean the System Value excluding GST and such other taxes that may be applicable.
  4. The term “Service Fee” shall mean and include:

(a)        “Platform Service Fee”, means the fee for Platform Services provided by GharSe and shall include listing fee and lead generation fee; and

(b)        “Delivery Service Fee”, means the fee for Delivery Services enabled by GharSe.

  1. The term “Successfully Delivered Order” shall mean Orders for which Collections have been made.
  2. 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 GharSe shall be entitled to recover from Merchant the Service Fee form the collections. It is clarified that GharSe shall not be liable to make any payment for a Disputed Order. GharSe 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 GharSe shall not charge Service Fee for the replacement Order additionally. GharSe undertakes, on a best effort basis, to employ strong controls to prevent any misuse by the Buyer under this clause.).
  3. The term “GST” shall mean goods and service tax.
  4. The term “Other Services” shall mean the other services that are provided by GharSe to Merchants more fully defined under Schedule of Charges.
  5. 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.
  6. GharSe shall charge Merchant/s Service Fee for the Services provided. The Merchant shall pay Service Fees to GharSe as agreed between the Parties under the duly executed memorandum of understanding by and between GharSe 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.

iii.       GharSe shall collect the payments against undisputed Orders from the Buyers (the “Collections”) and shall be remitted to the bank account of the Merchant as specified hereinabove. GharSe 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, GharSe and the Merchant shall only be required to service Orders already placed through Platform prior to such expiry or earlier termination, and GharSe shall be entitled to deduct payments for such Orders in accordance with this Payment Terms.
  2. In the event of any change to the System Value, the Merchant shall inform GharSe 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 GharSe. 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. GharSe 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 GharSe in accordance with this clause.
  3. Mode of Payment
  4. 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 Nagpur 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.
  5. GharSe 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 GharSe to the Merchant at the end of the Settlement Period.

Schedule of Charges

The Schedule of Charges herein below provided shall be read together with the terms set out in Merchant Terms of Use available at (Mention the link) (Merchant Terms). Any modifications as to Charges, Deductions or Reimbursement in the Merchant Terms shall effectively replace those contained herein below.

GharSe shall be entitled to charge and the Merchant shall pay to GharSe, 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. GharSe reserves the right to revise these charges with prior intimation to the Merchant.

 

Description of Services

Note

Charges/Deductions/Reimbursement

Effective from

Details

Merchant Cancellation Charges

1

100% of the order value

Date of MOU

Cancelled order means that after confirming if Merchant cancels the order.

Marketing fees and such other charges

2

Charges to be decided on type of service availed

Date of MOU

As and when service is availed.

Notes:

  1. “Merchant Cancellation Charges” shall mean Service Fee with respect to Order that are cancelled by the Merchant after confirming them 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.
  2. “Marketing fees and such other charges” shall mean the charges towards digital marketing services or any other additional marketing services which customer wants to avail from GharSe.