Vendor Terms & Conditions

Terms and Conditions of Merchant Enrolment Form for REDRO (“Terms”)

These Terms form an integral part of the Merchant Enrolment Form for Zomato Pay ("Form") and constitute a legally binding agreement made between you, whether personally or on behalf of an entity (the "Merchant"), and Redro LLP ("Redro"), wherein the Merchant agrees to allow the Customers to book/reserve table or order food using Redro platform.

I. Definitions

1. "Contract Start Date”: The "Contract Start Date" shall mean the date when the installation is complete and the "User Acknowledgement Form" is signed off by Redro LLP and the respective person-in-charge from the merchant. 

2. "Licensor": For this contract, Licensor shall mean Redro LLP. 

3. "Licensee": For this contract, Licensee shall mean the merchant or any of its associate company, its assigns and successors-in-title 

4. "Licence": For the purpose of this agreement, the licensor hereby grants to the licensee and its affiliates a non-exclusive right to use Redro vendor app only for the premises where it has been installed. 

5. “Commission” means the amount payable by the Merchant to Redro, being a percentage (%) of Net Sales as set out in the Form. 

6. “Subscription” means the amount/fee payable by the Merchant to Redro, as per the contract in order to use the Redro Merchant app. 

7. “Parties” means Redro and the Merchant.

II. MERCHANT COVENANT’S

1. The Merchant hereby agrees to allow Customers to book tables and order food items using Redro Application .

2. The Merchant hereby agrees to extend the Discount to Customer in accordance with the terms set out in the Form and these T erms.

3. The Merchant will determine the Discount via the Redroo Dashboard, which will be honoured by the Merchant until disabled.

4. The Merchant hereby permits Redro to advertise and offer the Discount to the Customer on behalf of the Restaurant.

5. The Merchant hereby authorises Redro to collect Net Sales and Tips (if any) from the Customer on behalf of the Merchant.

6. The Merchant shall extend the Discount to all Customers.

7. The Merchant hereby agrees not to extend any offer/discounts similar or lower to the Discount agreed during the period of its validity to the Customer directly or through any third party.

8. The Merchant hereby agrees that where it levies service charge at its Restaurant, it shall apply the same uniformly to all the customers availing services of the Restaurant and shall not in any event discriminate in levying the service charge between a Redro Customer and any other customer.

9. The Merchant permits Redro to deduct the Commission from the Net Sales and transfer such remaining amounts to the Merchant in accordance with the payment settlement process set out in the Form.

10. The Merchant will not charge any additional amount, over and above the Net Sales, from the Customer paying the Bill using Redro.

11. The Merchant shall ensure that all mandatory information pertaining to taxes, levies and charges applicable on the Bill are clearly visible to the Customers on the Bill as per applicable laws.

12. The Merchant hereby permits Redro to contact the Merchant by phone, email, SMS, or other modes of communication, for the purpose of giving feedback or for the purpose of facilitation of any issue in connection with the terms of the Form and these T erms.

13. The Merchant and its representatives shall honour the Discount requested by a Customer irrespective of the number of people seated on the table. For the purpose of clarity, all individuals seated on the table are not required to be Customers (as defined in these terms).

14. The Merchant agrees that the Discount cannot be combined with any other offers or discounts or deals, or combos extended by Merchant or any other third party, except the discount offered on the Redro Platform including the discounts under the Loyalty Reward.

15. Notwithstanding anything otherwise set out herein, the Merchant shall, at all times remain, solely liable for 

(a) the Goods and/or services, rendered to a Customer at the Restaurant; 

(b) any in-person interactions with the Customer by the Merchant and or its representatives; 

(c) payment of all applicable taxes and statutory dues with respect to the Goods and services offered and charged by the Restaurant and the Discount extended to the Customer and compliance with all applicable laws; 

(d) the Customer’s experience at the Restaurant; and 

(e) in the event the Merchant or its representative do not honor the Discount which a Customer desires to avail Redro reserves the right to contact the Customer telephonically or via email and/ or SMS or by any other means of communication regarding the Customer’sexperience and such response of the Customer shall be communicated by Redro to the Merchant.

16. The Merchant hereby represents to Redro that it is in compliance of all rules and regulations prescribed by extant excise laws and that it has a valid licence to sell liquor and/or alcoholic beverages at the Restaurant.

17. The Merchant will ensure that the Information provided to Redro is current and accurate, including but not limited to the Merchant name, address, contact telephone number, email, manager/contact person details, delivery times, opening hours, menus, price lists, taxes, service addresses, and other relevant information. Where the Merchant has a unilateral right to access to Redro Dashboard to edit and update the Information which is displayed on the Redro Platform, the Merchant should ensure that it (i) keeps such information true, accurate and updated at all times; and (ii) complies with Redro’s internal terms and conditions of use in this regard.

18. The Merchant agrees that the Customer is permitted to place Order(s) on behalf of other individuals, irrespective of whether such individuals are Customers or not, so long as they are dining along with the Customer.The Merchant acknowledges and agrees that Merchant shall be required to furnish a copy of its PAN Card, TAN, GSTIN, FSSAI licence and registration certificates and other details required as per law or for provision of services, as maybe requisitioned by Redro from time to time failing which, Redro reserves the right to delist the Merchant from the Redro Platform and / or curtail it’s access from the Redro Platform.

19. The Merchant shall provide Redro with a separate list of all pre-packed Goods/drinks which form part of the Merchant’s menu list, to be listed on the Redro Platform, in the format acceptable to Redro.

III. Warranties and Indemnification

1. Merchant warrants that if the Merchant ceases to do business, closes operations for a material term, then the Merchant shall provide Redro a prior thirty (30) (thirty) days written notice, failing which the Merchant shall indemnify Redro for any claims or dispute that may arise on account the aforementioned acts of the Merchant. 

2. The Merchant hereby unconditionally represents to Redro that it shall at all times be in compliance with the conditions imposed upon it by any licence issued by any rule/regulation/statute. 

3. Merchant will ensure that it complies with and remains in compliance with all applicable Indian laws and all other applicable legislation, regulations or standards. 

4. The Merchant agrees to indemnify and holds Redro harmless (and its directors, officers, agents, representatives and employees) from and against any and all claims, suits, liabilities, judgments, losses and damages arising out of or in connection with any claim or suit or demand: 

• on account of breach of these T erms by the Merchant; 

• in respect of, arising out of, or in connection with the Offer(s) extended by the Merchant; 

• the quality of the Goods offered by the Merchant; iv. the Content shared by the Merchant with Redro Application; v. any statutory proceedings which may arise out of any acts of omission or commission by the Merchant in relation to the applicable excise laws;. 

• on account of any non-compliance of a condition under the licence issued by any rule/regulation/statute. 

5. Redro warrants that it will undertake its obligations with reasonable skill and care. Redro does not guarantee or warrant that the Redro Application will be free from defects or malfunctions. If errors occur, it will use its best endeavours to resolve these as quickly as possible. f. Redro will use its best endeavours to ensure that the unintentional operational errors do not occur, Redro cannot provide any warranty or guarantee in this regard. Not withstanding anything to the contrary herein set out, Redro’s aggregate liability under these T erms and the Form shall not exceed the Bill Value under which the claim arose. 

6. The Merchant confirms that they possess a valid Food Safety and Standards Authority of India (FSSAI) licence for the operation of their food business. The Merchant agrees to provide a copy of the FSSAI licence upon request and acknowledges that failure to maintain a valid licence or provide documentation may result in the suspension or termination of their partnership with Redro. The Merchant also commits to notifying Redro of any changes to their FSSAI licence status.

IV. Payment Settlement Process

1. The Merchant acknowledges and agrees that any Net Sales and Tips (if any) which is collected by Redro for, and on behalf of the Merchant in accordance with these T erms, shall be passed on by Redro to the Merchant subject to the deduction of the below mentioned amounts by Redro: 

• Commission and any taxes as applicable thereon; 

• T axes as applicable; 

• Any other amounts or charges that are due to Redro under the Form and/or the T erms. 

2. Notwithstanding anything to the contrary contained in these T erms or the Form, the Merchant, on behalf of itself and all its affiliates, hereby unconditionally and irrevocably authorises Redro to set off, withhold and deduct any amounts owed by the Merchant or itsaffiliates, from the Net Sales, and apply such amounts towards the dues owed by the Merchant or its affiliates to the Redro. 

3. If the Payment Settlement Day falls on a bank holiday/or a non -business day, the payment shall be processed on the next working day.

V. Limitation of Liability

Notwithstanding anything to the contrary in this agreement or any other document signed between the Parties regarding the subject matter of agreement, either prior or subsequent to this agreement, in no event shall either party be liable for any loss of profits or revenue, or loss of data or goodwill or for any indirect, incidental, special or consequential damages incurred by the other party. Except for liabilities arising under the Indemnification provisions, and due to breach of Confidentiality, the maximum liability of either party shall in no case exceed the remuneration paid by the licensee pursuant to this agreement at the time at which an issue/claim arises.

VI. Confidentiality

Each Party shall keep secret and confidential the methods, processes and techniques and all information, knowledge, trade practices, pricing and secrets communicated to such Party by the other Party under this Agreement. Any information accepted as confidential shall be used only as agreed and will not be revealed to any other third party without the express written permission of the disclosing Party. Each Party is obliged to prevent any unauthorised copying, use, and/or disclosure of any confidential information of or concerning the other party.

VII. Data Protection

1. Both Parties further represents and warrants that it complies with the provisions of the Data Protection law including all other such legislation in respect of personal data derived from the agreement.

2. Redro does not share the customer and restaurant data with any third party or any other restaurant. Redro will never use the data of restaurant to promote any services without the written consent of the restaurant owner.

3. Redro follows best practices for security of data and conduct annual third party self-breach testing.

VIII. Intellectual Property Rights

Both Parties hereby acknowledge that nothing in this agreement shall be deemed to transfer any right, title and interest in the other Party’s Intellectual Property in any manner whatsoever. The licence only provides the licensee the right to use Redro's technology during the contract period.

IX. GOVERNING LAW AND DISPUTE RESOLUTION

These T erms shall be governed by the Laws of India, for the time being in force and the courts of New Delhi shall have the exclusive jurisdiction to preside over matters arising hereunder.

X. Additional Fee (If Any)

1. One-time setup fee for onboarding and on-ground training. 

2. Payment Gateway Fee is applicable for money processed by Redro for the orders placed by the customers. 

XI. General

1. Acceptance to Redro’s Privacy Policy: By signing the Form, the Merchant acknowledges and agrees to be bound by Redro’s privacy policy. Merchant will immediately notify Redro if it becomes aware of or suspects any unauthorised use or access to the user data or any other Confidential Information of Redro, and shall co-operate with Redro in investigation of such breach and the mitigation of any damage. 

2. Modification: Redro may modify these T erms from time to time, and any such changes will (i) be reflected on the Redro Application, and (ii) be effective immediately upon the changes being reflected on the Redro Application. The Merchant agrees to be bound to any such changes or modifications and understands and accepts the importance of regularly reviewing these T erms as updated on the Redroo Application. 

3. Independent Contractors: The relationship of Redro and the Merchant is one of independent contractors, and nothing contained in these T erms will be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow the Merchant to create or assume any obligation on behalf of Redro for any purpose whatsoever. All financial obligations associated with Merchant’s business are the sole responsibility of the Merchant.