Merchant Terms – Restaurants

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.swiggy.com website and ‘Swiggy’ 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.swiggy.com (the “Website”) and our ‘Swiggy’ 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 Swiggy 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 Swiggy 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 Swiggy and you signify your acceptance to this Merchant Terms, Terms of Use and other Swiggy 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 Bundl Technologies Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office at No.55, Sy.no. 8-14, I & J Block, Ground Floor, Embassy Tech Village, Outer Ring Road, Devarabisanahalli, Bangalore - 560103, 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 “Swiggy”, “we”, “us” or “our” shall mean Bundl Technologies Private Limited.

  1. Swiggy 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 Swiggy 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. This Merchant Terms are subject to modifications, and we reserve the right to modify or change the Merchant Terms and other Swiggy policies at any time by posting changes on the Platform with intimation to You. Swiggy 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 Swiggy 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 Swiggy 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. Swiggy 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. Swiggy 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. Swiggy is not responsible for any non-performance or breach of any contract entered into between Buyers and Merchants on the Platform. Swiggy cannot and does not guarantee that the concerned Buyers and/or Merchant will perform any transaction concluded on the Platform. Swiggy 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. Swiggy 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 Swiggy hold any right, title or interest over the products nor shall Swiggy have any obligations or liabilities in respect of such contract entered into between Merchant and Buyer.

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

  1. Swiggy 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. Swiggy 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. Swiggy is merely facilitating Delivery Services between the PDP and the Buyer or Merchant, as the case may be. At no point in time Swiggy 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 Swiggy nor PDPs are liable for the same.

  1. Swiggy shall determine to facilitate the aforesaid services within the areas as it deem fit. Swiggy reserves the right to add or remove areas to improve Delivery Services. Swiggy shall facilitate the Delivery Services within 4 Kilometre radius (approximately) or within such area as may be decided by Swiggy 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. Swiggy shall also provide such other services to the Merchant which shall include but not limited to, Services provided by Swiggy’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 Swiggy about the same in accordance with these Merchant Terms. Swiggy 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 warranty/guarantee of the food products sold to the Buyers and in no event, shall it be the responsibility of Swiggy.

  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 Swiggy 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 Swiggy 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 Swiggy’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 Swiggy, 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 Swiggy, 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, Swiggy 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 Swiggy immediately, any behavioural issue by the PDPs or Swiggy 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 Swiggy Partner Application. Swiggy may send a reminder after 2 minutes and shall allocate a 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 Swiggy 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 Swiggy 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 the Merchant's total delivered Orders and handed over to the pick-up and delivery personnel, upon his/her arrival. Merchants 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 Swiggy fully and effectively indemnified against the same.

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

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

  1. it shall share with Swiggy legible and clear images of products offered for sale to Buyers through the Platform in compliance of image guidelines as may be issued by Swiggy 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. Swiggy shall facilitate photography services upon request, on chargeable basis;

  1. to ensure competitive price for the Buyers on the Platform, it shall ensure that it will at all times maintain competitive prices for 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 whether on online platform or physical stores. It is clarified that, for the purposes of the present clause, product(s) shall mean and include but not limited to the food or beverage items offered for sale, its quality, quantity and the packaging utilised; Swiggy shall forward to Merchant for corrective actions, any Buyer escalation or notice received from any third party (including regulatory bodies) alleging differential pricing against the Merchant and the Merchant understands and agrees that it shall alone be responsible to address the same and shall report to Swiggy resolution of the same within 3 business days.

  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, Swiggy 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 Swiggy 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 Swiggy and the Merchants and related purposes, including for publishing on the Platform.

  1. Notwithstanding these terms and conditions of Service, Swiggy 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 Swiggy which are directly or indirectly attributable to the quality of food provided by the Merchant either through poor ratings, as defined by Swiggy, through calls placed with Swiggy 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 Swiggy’s delivery schedules and timelines that has been represented for products on the Swiggy Platform;

  1. Misbehavior with Swiggy’s representatives/personnel;

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

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

  1. Any other material breach of the terms.

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

  1. Notwithstanding anything contained under clause VI (11) hereinabove, Swiggy 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 Swiggy on the Swiggy Platform are non-exclusive in nature.

  1. Either Party can terminate this contract providing 15 days’ prior written notice to the other Party. Swiggy 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 Swiggy prior to such expiry or earlier termination of this MoU, and Swiggy shall be entitled to receive Service Fee for such Orders. Swiggy may at its option elect not to terminate this Agreement, however, shall have right to suspend the services during the notice period.

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

  1. Swiggy reserves the right to introduce, withdraw or modify any category and attach necessary conditions thereto on its Platform as it may deem fit from time to time.

  1. Terms for Health Hub category

A Merchant can be listed under the ‘Health Hub’ category on the Platform and Swiggy shall decide at its sole discretion whether a Merchant can be listed on such ‘Health Hub’ category basis due satisfaction of below criteria:

  1. The Merchant claims there are certain nutritional/health attributes of food products and beverages offered on the Platform and provides necessary information including but not limited to nutritional information, contents, etc. in relation to their claims;

  1. The aforesaid claims made by the Merchant should be truthful, unambiguous, and accurate;

  1. The necessary information in relation to aforementioned claims as shall be provided by the Merchant on the Platform should be easily understood by the Buyers; and

  1. The aforementioned claims must be scientifically substantiated based on generally accepted principles and in accordance with applicable laws.

Notwithstanding anything contained herein, the responsibility and liability in relation to aforementioned claims or declarations shall solely rest with the Merchants and Swiggy shall in no way be liable or responsible for the claims or declarations made by the Merchant on the Platform and it shall be duly indemnified where any claims arise out of such declarations.  

  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 Swiggy 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, whatsapp or any other mode of communication, electronic or otherwise.

  1. Swiggy Partner App & Use

Merchant shall be granted access to Swiggy partner App for handheld devices and at its sole discretion Swiggy 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 Swiggy 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 a Swiggy 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, Swiggy 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 Swiggy Services and any use thereof, including, without limitation, the implied warranties of Merchantability, fitness for a particular purpose and non-infringement. Swiggy makes no warranties or representations about the accuracy or completeness of the Platform’s or the Swiggy 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 Swiggy services, (c) any unauthorized access to or use of Swiggy 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 Swiggy Services, (e) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Platform or the Swiggy 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 Swiggy services. Swiggy 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 Swiggy by the Merchant including but not limited to, technical errors, delays, omissions, inaccuracies in the content provided. Swiggy 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 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 rights, 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 Swiggy is the registered owner of the word mark ‘Swiggy’ 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 Swiggy’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@swiggy.in.

  1. Swiggy 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: Swiggy does not and cannot verify that Merchants have the right or ability to sell or distribute their listed products. However, Swiggy is committed to 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 Swiggy.)

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  1. Indemnity

  1. You agree to defend, indemnify and hold harmless Swiggy, 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 breach of these terms, the Orders, services or offers supplied by the you, or arising out of or relating to your content listed on the Platform.

  1. Swiggy 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 Swiggy 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. Swiggy 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, Swiggy will use its best endeavours to ensure that the unintentional operational errors do not occur, Swiggy cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, Swiggy’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. Swiggy 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.

  1. Notice

All notices under these Merchant Terms shall be sent by registered post acknowledgment due, contemporaneous courier or email to the address mentioned below; Bundl Technologies Private Limited Reg Office: No.55, Sy.no. 8-14, I & J Block, Ground Floor, Embassy Tech Village, Outer Ring Road, Devarabisanahalli, Bangalore -560103, 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@swiggy.in and the same will be mutually resolved by both parties within 15 days from the date on which the ticket was raised.

Swiggy shall issue notice to Merchant vide registered post, contemporaneous courier, partner App or email or mobile number registered with Swiggy. All or any of the foregoing modes of communication shall be valid and binding.

  1. Force Majeure

If at any time during the currency of the agreement between Merchant and Swiggy, 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 Swiggy, it shall be sent to Swiggy's ethics hotline portal, whose contact details are captured below:

(i)        Toll-free: By dialling a toll-free number – 000 800 100 4382 or 0008001008277 or +91-11-71279005 (Available in English language at all times and in Hindi between 11.30 am to 6.30pm). Outside of this window, other reporting channels can be used for providing information.

(ii)        Email: By sending an email to “swiggy@ethics-line.com”

(iii)        Web Portal: www.tip-offs.com/Swiggy 

  1. Payment Terms

  1. Definitions

  1. The term “Gross Value” shall mean with respect to each Order, the aggregate of the following (i) price of the items included in each Order as per the menu displayed on the Platform menu; (ii) the packaging charges or any other charges payable by the Buyer to the Merchant, 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 Swiggy to the Merchant and shall include listing fee and lead generation fee;

  1. “Delivery Service Fee”, means the fee for Delivery Services facilitated through Swiggy 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 Swiggy shall be entitled to recover from Merchant the Service Fee form the Collections. It is clarified that Swiggy shall not be liable to make any payment for a Disputed Order. Swiggy shall reserve the right to recover from the 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 Swiggy shall not charge Service Fee for the replacement Order additionally. Swiggy 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 Swiggy 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. Swiggy shall charge Merchant/s Service Fee for the Services provided. The Merchant shall pay Service Fees to Swiggy as agreed between the Parties under the duly executed memorandum of understanding or letter of understanding by and between Swiggy 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. Swiggy 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. Swiggy 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 (defined hereinafter) and (iv) amounts due and payable to Swiggy under any other  agreements or arrangements between Swiggy and Merchant.

  1. Upon the expiry or earlier termination of the MoU in accordance with the terms thereof, Swiggy and the Merchant shall only be required to service Orders already placed through Platform prior to such expiry or earlier termination, and Swiggy 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 Swiggy 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 Swiggy. 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. Swiggy 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 Swiggy 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. Swiggy 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 Swiggy to the Merchant at the end of the Settlement Period.

  1. Schedule of Charges

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

Description of Services

Note

Charges/Deductions/Reimbursement

Effective from

Exceptions/Remarks

Call Center Service Fee

1

INR 10.00 per Order

Date of MOU

Initial 2 weeks for New Merchants and 5% of the total Number of Orders in a Settlement Period

Penalty for Merchant Cancellation

2

- If weekly Merchant rejected Orders exceed more than 0.5% of weekly Order volume but lesser than 2% of the Order Volume: 10% of the Net Order Value of all Merchant rejected Orders, for the relevant week(s).

-If weekly Merchant rejected Orders exceed more than 2% of weekly Order volume: 25% of the Net Order Value of all Merchant rejected Orders, for the relevant week(s)

Date of MOU

No deduction if Merchant rejected orders are less than 0.5% of total orders

Refund for Disputed Order

3

As applicable

Date of MOU

Case to case basis & upto Order Value

Marketing fees and such other charges

4

As applicable

Date of MOU

As and when service is availed.

Merchant Protection for Cancellation

5
  1. When a Buyer cancels any Order within 1 (One) minute of placing such Order, the Buyer is not required to pay for such cancelled Orders and hence, the Merchant will not be paid at all for such Orders.

  1. When a Buyer cancels any Order after 1 (One) minute of placing such Order, the merchant shall be paid as follows:

  • In case of an order being accepted and prepared by merchant and picked up by the delivery partner, Swiggy shall pay to the restaurant an amount equivalent to 100% of the Gross Value after adjusting the Service Fee, Other Charges and other deductibles arising out of applicable schemes

  • In case of an order being accepted by merchant but not picked up by the delivery partner:
    • In case of the merchant being MFR compliant in the week previous to the concerned service period, Swiggy shall pay
      1. an amount equivalent to 80% of the Gross Value after adjusting the Service Fee, Other Charges and other deductible arising out of applicable schemes, in case where the merchant has marked the food as ready
      2. an amount equivalent to 40% of the Net Value (order value excluding tax) in case where the merchant has not marked the food as ready
    • In case of the merchant not being MFR compliant in the week previous to the concerned service period, Swiggy shall pay an amount equivalent to 40% of the Net Value (order value excluding tax)

Date of MOU
  • Merchant will not be eligible in case cancellation occurs before the Order has been accepted and confirmed for preparation by the Merchant  
  • In case of a Merchant who is selling pre-packaged items, examples of which include but not limited to pre-packaged Ice Creams, pre-packaged soft drinks and juices, Merchant will not be eligible for any payment in case cancellation occurs before the Order has been picked up by the delivery partner. The Merchant shall be free to sell the same item to any other consumer who places an order for the same item in the restaurant.  
  • Case to case basis

Notes:

  1. “Call Center Service Fee” shall mean a fee towards Call Centre Services provided by Swiggy to get an Order confirmation by Merchant more fully defined under clause VI (9)(xiii)(a) of the Merchant Terms. Swiggy 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 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. “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 Swiggy provides the feature on the Swiggy 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 Swiggy;

  1. "Merchant Protection for Cancellation” an amount paid to Merchant in case of cancellation of Orders either through the Platform, or through calling customer care, by a Buyer or by Swiggy (a) for no reason attributable to Merchant, or (b) for no reason attributable to or beyond control of Swiggy, provided that the said Order has been accepted and confirmed for preparation by the Merchant and exclude the restaurant driven cancellation. The same shall be calculated and remitted in the following manner:

It should be noted that in cases of cash on delivery Order, Swiggy does not receive any payments from the Buyer with respect to such cancelled Orders on the time of cancellation and the amounts mentioned above is being paid by Swiggy as a goodwill gesture to Merchants.

It is understood and agreed by the Merchant, that it shall discharge Swiggy from all claims it may have in such cancelled Order once Merchants receives the payment in the aforesaid manner. Further, Swiggy alone shall have the right to recover Gross Value from Buyers involved in such cancelled Orders, on behalf of the Merchants, as may be decided by Swiggy, at its sole discretion.

Notwithstanding anything stated above, Merchant Protection for cancellation payment to the Merchant will be against demonstration of good faith by the Merchants to the satisfaction of Swiggy and Swiggy reserves the right to (i) refuse to pay to Merchant any amount upon reasonable belief of mala fide or fraud on part of the Merchant (ii) recover any such payment from the payouts upon acquiring knowledge of malafide or fraud on the part of Merchant. However, if Swiggy determines to proceed with the payment as detailed above, the same shall be accounted in the applicable Settlement Period.

  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. Swiggy Select Program

Swiggy SELECT Program is a Privilege Partner Program on the Platform. Under this program, eligible Partner restaurants 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.

 

Merchant Terms – Swiggy DineOut

These terms and conditions (“T&C”) for the Swiggy DineOut Services apply to authorized Restaurant’s access or use of Swiggy websites, mobile sites, and applications (collectively, the “Platform”), when you access or use our Platform, its content, features, and services for providing certain deals/offers/discounts, to be provided by the Restaurants (as defined below) for the Users of the Platform, as part of the DineOut services provided by Swiggy on its Platform (the “DineOut Services”).

In this T&C, “Swiggy”, “we” "us" or "our" mean the Bundl Technologies Private Limited, a private limited company incorporated under the Companies Act, 2013 and having its registered office at No.55, Sy No.8-14, Ground Floor, I&J Block, Embassy Tech Village, Outer Ring Road, Devarbisanahalli, Bengaluru – 560103, Karnataka, India, that is providing the DineOut Services to you, and with whom you are entering into this agreement. For the purpose of this T&C, wherever the context so requires, "you", “your” or “Restaurant” shall mean any natural or legal person or entity, including but not limited to restaurant/café/hotel/eatery which shall provide such DineOut Services to the Users of the Platform that will enable the Users to avail deals/offers/discounts in your Restaurant by providing the required data while registering on the Platform as a registered Restaurants/merchant using any computer systems in accordance with the policies of Swiggy.

This T&C incorporates Swiggy’s standard policies, procedures, and terms and conditions for use of the Swiggy DineOut Services, including: (i) Terms of Use as provided under https://www.swiggy.com/terms-and-conditions, (ii) Privacy Policy as provided under https://www.swiggy.com/privacy-policy; and (iii) and any other policies of the Swiggy as may be referenced by name or by links in this T&C or otherwise detailed out in the Platform (collectively, the “Swiggy Policies”).

By accessing or using the DineOut Services or by clicking “accept” or “agree” to this T&C, (1) you acknowledge that you have read, understand, and agree to be bound by this T&C, and (2) you represent and warrant that you are of legal age and not prohibited by law from accessing or using the DineOut Services. The Restaurant hereby acknowledges and agrees that it shall provide certain offers such as discount, free meal or beverage or sweet or gift, at its costs or expense, as mutually agreed between Swiggy and Restaurant in writing (“Offers”). The Restaurant hereby acknowledges that Swiggy may provide certain additional benefits over and above the agreed Offers, as extended by its authorised third-party alliance partner which includes banks, luxury brands, etc. of Swiggy and the Restaurant shall be required to abide by such offer terms accordingly (“Partner”). For the purposes of clarity, such additional benefits shall be directly provided by Swiggy’s Partners which includes discount or a cashback .

Such Offers shall directly apply to the Invoiced Amount raised by the Restaurant, as further detailed out under Clause 5 (Payment Settlement). Subject to the aforementioned, the Restaurant hereby agrees that the minimum duration for running an Offer will be 3 (three) months from the date of mutual agreement between Swiggy and the Restaurant. Any/all changes to the terms & conditions governing such Offers shall be mutually discussed and agreed upon by the Restaurant and Swiggy in writing. However, the Restaurant may increase the Offer value, prior to the expiration of 3 (three) months from the date of commencement of such Offers, provided that, it shall be duly notified to Swiggy reasonably in advance.

Swiggy may update, amend or revise this T&C (including any Swiggy Policies) from time to time. You agree that you will review this T&C and other Swiggy Policies periodically. If you do not agree to the terms of this T&C or any modified version of this T&C, you must either not use such DineOut Services or terminate your use of the DineOut Services, in which case you will no longer have access to your Account. Except as otherwise expressly stated by Swiggy, any use of the DineOut Services provided by Swiggy is subject to the version of the T&C in effect at the time of use.

  1. License Grant: Subject to your compliance with these T&C and Swiggy Policies, we grant you a limited, non-exclusive, revocable (with or without cause), non-transferable right and license to use our DineOut Services. Our DineOut Services are provided to you for your business purposes only. You shall not reproduce, modify, copy or distribute any part of the DineOut Services or Platform without our express and written permission.

    You agree not to use the DineOut Services in any other manner and in a manner that could damage, disable, overburden, or impair any server, or the network(s) connected to any of our server(s), or interfere with any other party's use and enjoyment of the DineOut Services or access to the Swiggy Platforms.

    You may not attempt to gain unauthorized access to any portion of the Swiggy Platform, other accounts, computer systems, or networks connected to any of our server(s), whether through hacking, password or data mining, or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available to you through the DineOut Services or on the Swiggy Platform. You will not link to any part of the service or websites or Platform of Swiggy if such activity is illegal, will cause damage to, or will otherwise harm to us or any other party. Moreover, we reserve the absolute right in our sole discretion to disable or otherwise terminate your use of the DineOut

    Services, Platforms, or any links you make to the Swiggy sites, or request you to do the same. We reserve all of our rights in the DineOut Services and our Platform not expressly granted to you by these T&C.

  2. Use of the DineOut Services by the Restaurants:

    1. Upon executing the Letter of Understanding (“LOU”) between Swiggy and the Restaurant and upon Restaurant accepting the Swiggy terms and conditions, the Restaurant must register on the Platform and provide all requisite documents as is needed by Swiggy in order to list the Restaurant and upon its satisfaction of all the information/documents submitted by the Restaurant, the Restaurant shall be listed on the Platform. The Platform shall be used by Users of Swiggy:

      1. to search and identify various Restaurants;
      2. to discover and avail such offered by Restaurants, on the relevant Restaurant listed on the Platform;
      3. to avail such Offers offered by the Restaurant on the platform by making payment for the orders via the Swiggy app

    2. The Restaurant shall use the Platform and avail the DineOut Services in the following manner :

      1. To provide Offers availed by the User on the orders placed to the Restaurant , who shall be physically present in the Restaurant premises;
      2. To ensure that the User has made the necessary payment via Swiggy Platform, based on the Invoiced Amount raised by the Restaurant for the purposes of availing such Restaurant Offers,
      3. Swiggy and the Restaurant hereby acknowledges and agrees: (i) to discuss and manage the Offers and related terms and conditions in an offline manner through direct offline communication between the authorised account managers of Swiggy and Restaurant;

        For general interaction between Swiggy and the Restaurant, any/all communications in relation to the DineOut Services or Offers shall be done via e-mail/SMS/Whatsapp/Call with the Swiggy authorised account manager or the Restaurant can reach out to Swiggy for its support at legal@swiggy.in as may be notified by Swiggy from time to time.

    3. For the purposes of clarity, the Restaurant must always ensure that it prepares the ordered items as per the order placed by the User and it shall be solely and exclusively responsible for any/all cost or expenses or liabilities or any consequences thereof, in case of supply of wrong items or unsatisfactory item or items of bad quality to the User

    4. The Restaurant hereby acknowledges and agrees that: (i) the DineOut Services is only for the purposes of extending certain Offers provided by the Restaurant that may be availed by User; (ii) For User to avail such Offers provided by the Restaurant, User shall make the payment for the order placed by the User directly in the Restaurant via the Platform; and (ii) Swiggy merely assumes the role of facilitator only, between the User and the Restaurant. In addition to the foregoing, the respective Restaurant shall be solely and exclusively liable for (i) delays in the fulfilment of orders undertaken by the Restaurant; and (ii) any issues that may arise between the User and any third party present at the premises of the Restaurant, and the Restaurant undertakes to keep Swiggy fully and effectively indemnified against the same

      The User may place the order with the Restaurant’s staff and the staff are to take cognizance of such order as any other order made by a customer of the Restaurant and it cannot discriminate or treat such User differently in any manner whatsoever, whether or not such discrimination is due to including but not limited to: (i) User availing the Offers on the Platform; (ii) User making payment for the order through the Platform; or (iii) User not being a direct customer of the Restaurant; or (iv) race, religion, creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such User;.

    5. Restaurant shall have the responsibility of announcing and offering a such Offer and related terms and conditions which shall be mutually agreed between the Restaurant and Swiggy in writing, as shall be further reflected on the Platform and the Restaurant shall be required to strictly abide by such Offer offered and shall comply with the restrictions and limitations thereof, if any. For the purposes of clarity, Swiggy merely assumes the role of facilitator between the User and the Restaurant, and that Swiggy shall only reflect the mutually agreed Offer terms and conditions on the Platform. At no point of time, Swiggy shall be held responsible or liable for any transactions between the User and Restaurant and for the services offered by the Restaurant. In line with the aforementioned, Swiggy reserves the right to retract any/all Offers provided by the Restaurant, at its own discretion.

  3. Restaurant’s Role and Responsibilities

    1. The Restaurant shall abide by the Offers offered and shall not retract from such Offers offered to the User or modify or make changes to the terms or conditions governing such Offers, without a prior written consent from Swiggy. The Restaurant shall provide such Offers to all Users without discrimination. The Restaurant may seek the assistance of Swiggy to calculate the adequate quantum and other limitations on offering of any such Offer. The Restaurant hereby agrees that the minimum duration for running an Offer will be 3 (three) months from the date of mutual agreement between Swiggy and the Restaurant. Any/all changes to the terms & conditions governing such Offers shall be mutually discussed and agreed upon by the Restaurant and Swiggy in writing. However, the Restaurant may increase the Offer value, prior to the expiration of 3 (three) months from the date of commencement of such Offers, provided that, it shall be duly notified to Swiggy reasonably in advance.

    2. Except as otherwise provided in these T&C, the Restaurant shall not offer a higher offer on the order directly placed by the User or by using a third-party application or service provider in an attempt to undercut the Offer terms & conditions or the price of the order, in an attempt to dissuade the User from using the DineOut Services or Platform. The Restaurant shall not offer a higher offer on the order by requiring the User to make payment in cash or any other mode directly to the Restaurant. However, the Restaurant is free to provide any complimentary items it may deem fit. Such items shall not be part of the final bill provided to the User for the order, nor shall Swiggy make any reimbursement for such complimentary item offered by the Restaurant. Strict action shall be initiated against Restaurants found to be violative of these provisions and may include imposition of a penalty provided hereinbelow and may even lead to blacklisting of the Restaurant on the Platform. The Restaurant is required to observe absolute adherence to the Offer terms and shall not deviate from the Offer terms or refuse the Offer for a period of 3 (Three) Months from the initial date of Offer.

    3. The Restaurant hereby provides Swiggy an explicit authorization to advertise and promote the Offer offered by the Restaurant to the User on the relevant Restaurant and shall also provide Swiggy with the necessary consents, permits or authorizations to use the name, logo and any other identifiable mark of the Restaurant on the Platform for the convenience of the User and such shall not be considered a violation of the Intellectual Property Rights of the Restaurant.

    4. Restaurant shall be solely responsible and liable to: (i) accurately take an order placed by the User in the Restaurant premise, (ii) to monitor order quantity; (iii) to fulfil the order placed by the User within a reasonable time; (iv) to maintain the quality of the order placed as per the expected industry standards and in accordance with the applicable law; (v) to raise an invoice for the Invoiced Amount to the User against the orders placed by such User directly to the Restaurant and (vi) to ensure that the User has successfully and correctly made the payment on the Platform for the order.

    5. Notwithstanding anything otherwise set out herein, the Restaurant shall, at all times remain, solely responsible and liable for (a) the services rendered to a User; (b) any in-person interactions between the User, Restaurant, its representatives/personnel/ clients/ customers and/or any third party, as may be applicable; (c) payment of all applicable taxes and statutory dues with respect to the services offered and charged by the Restaurant and any offers extended to the User, in compliance with all applicable laws; (d) the User’s experience; and (e) in the event the Restaurant or its representative do not honor the provisions of the LOU, T&Cs or other Swiggy Policies or extend any such Offers which a User desires to avail through the Platform, Swiggy reserves the right to contact the User or the Restaurant telephonically or via email and/ or SMS or by any other means of communication regarding the User’s experience and such response of the User or the Restaurant shall be communicated by Swiggy to the other Party.

    6. The Restaurant shall ensure compliance with all requisite licenses, registrations, compliances, food safety certification(s), quality control, etc. in relation to the orders placed and fulfilled by the Restaurant. Further, in the event of the sale of any alcoholic beverages or other items, the Restaurant must ensure compliance with all rules and regulations, including any registrations and licenses to be obtained as well as compliance with the extant excise regulations. Swiggy shall not be, in any way whatsoever, be held liable or responsible for such non-compliance on the part of the Restaurant. All such licenses, registrations, certifications, compliances, etc. are the sole responsibility of the Restaurant and Swiggy shall have no role to play in the same.

    7. The Restaurant will ensure that any/all information provided to Swiggy is current and accurate, including but not limited to the Restaurant name, address, contact telephone number, email, manager/contact person details, opening hours, menus, price lists, taxes, service addresses, and other relevant information. In the event of any changes to the foregoing information, the Restaurant shall promptly provide the relevant updated information to Swiggy.

    8. The Restaurant, and not Swiggy, is:

      1. the supplier of the ordered items in the Restaurant;
      2. the supplier of any content or information or description of the Restaurant, as may be detailed out on the Platform;
      3. solely responsible for fulfilling an order placed by the User; and
      4. is solely responsible for the failure of the Restaurant to fulfill the order placed by the User as advertised or as expected by the User.

  4. Swiggy Role and Responsibilities

    1. Swiggy shall onboard the Restaurant onto its Platform in accordance with the Swiggy Policies and shall execute the LOU between the Restaurant and Swiggy. The Restaurant shall be provided with adequate instructions and tutorials (if need be) to ensure a speedy and hassle-free onboarding process onto the Platform.

    2. Restaurant shall determine the quantum, value of Offers, and other related terms and conditions governing such Offers to be provided by the Restaurant, which shall be offered on the orders fulfilled by the Restaurant which shall be agreed in writing by Swiggy and such Offers shall be binding on the Restaurant and its representatives and or service staff, upon execution of the LOU and upon acceptance of the T&C.

    3. Swiggy shall ensure the User has a hassle-free experience on the Platform and in this regard, shall issue directions and suggestions (as need be) to the Restaurant to improve services and/or rectify any error on their part.

    4. Swiggy shall use the name, logo, and other identifiable mark(s) held by the Restaurant to advertise and promote the Restaurant on the Platform as well as the Offers offered on the orders fulfilled by such Restaurant. Swiggy may also use any photographs, videos and other imagery of the premises of the Restaurant in order to provide the User with an accurate representation of the same. Swiggy shall also provide an accurate map of the location of the Restaurant as provided by the Restaurant, using third-party mapping software as is required by Swiggy, to ensure avoidance of confusion in locating the premises of the Restaurant.

    5. Swiggy shall have access to the menu, i.e., the list and types of items offered by the Restaurant at a particular time, and any updates or amendments to the same are to be shared with Swiggy within three days of such change to revise the same on the Platform for the convenience of the User. Any complaints or grievances raised by the User in relation to any discrepancies between the information reflected on the Platform and the information provided in the Restaurants shall be solely and exclusively be dealt and resolved by the Restaurant.

  5. Payment Settlement

    1. Subject to: (i) the provisions of this T&C and LOU; and (ii) upon completion of the ordered items as served to the User by the Restaurant, in accordance with the order placed by the User, the Restaurant shall be required to issue an invoice detailing out the Invoiced Amount to the User against each order fulfilled by the Restaurant, to enable the User to make the required payments via the Platform.

      For the purposes of this T&C, “Invoiced Amount” shall mean the total amount payable in INR set out in the bill/invoice raised by the Restaurant for the order placed by the User at its premises, who has availed the services of the Restaurant and shall include all applicable taxes, service charges (if any), cess imposed by the Central Government and/or State Governments and any other charges as applicable.

    2. Upon Restaurant issuing the relevant invoice for the Invoiced Amount in favor of the User, the User shall and the Restaurant shall ensure that such User makes the correct and necessary payment for the Invoiced Amount to Swiggy via its Platform. On issuance of the invoice by the Restaurant, the Restaurant hereby acknowledges that complete payment may be made by the User via the Platform or such payment may be split amongst the multiple Users. For the purposes of clarity, multiple users shall mean such individuals (i.e. users of the Platform) who have tagged along with the primary User for the purposes of placing such order to the Restaurant.

      The Restaurant should also ensure that the correct payment is made by the User using Platform. Swiggy may charge service fee ("Service Fee") from the Restaurant upon availing the DineOut Service. This Service Fee shall be as agreed upon in the LOU between the Parties.

    3. Upon completion of the aforementioned, Swiggy shall collect Payment (as defined below) from the User for the order fulfilled by the Restaurant along with applicable taxes, cess (if any) for the DineOut Services extended by Swiggy, and for the Offers or other services as offered by the Restaurant to the User. On receipt of the complete Payment made by the User, Swiggy shall thereafter deduct the applicable Service Fee (as defined below) from the gross Invoiced Amount and shall disburse the net Invoiced Amount to the Restaurant on a weekly manner from the receipt of Payment by the User through the Platform.

      For the purposes of this T&C, “payment” shall mean the payment made by the User based on the invoice (detailing out the gross Invoiced Amount) raised by the Restaurant towards the User for the fulfillment of the orders by the Restaurant.

      For clarification; (a) Gross bill amount shall mean (invoice amount raised by restaurant to customer) – this is the amount that the customer enters in the Swiggy app; (b) Net bill amount shall mean (invoice amount less discount applied) – this is the amount that the customer will pay via the Swiggy app.

      Upon User making the complete Payment to Swiggy, Swiggy shall inform the Restaurant of successful completion of payment by sending an email and an SMS to the registered mobile number provided by the Restaurant at the time of on-boarding and it shall be the sole responsibility of Restaurant to check and monitor, whether such User has successfully made the Payment to Swiggy via its Platform. Unless and until the User does not show the receipt of the successful Payment to the Restaurant or its personnel on the Platform, it shall be deemed that such User has not made the necessary Payment and the Restaurant shall ensure that such payment has been made by the User by way of the Platform.

    4. In the event, whether due to technical issues or any other concerns, (i) the User is unable to make the required payment through the Platform ensuring collection of such Payment, the User may approach the Swiggy Customer Care to assist in resolution of the concern. It shall be the sole responsibility of the Restaurant to collect the outstanding payment directly from the User in the event of failure by the User to release the required payment via the Platform for any reasons whatsoever and Swiggy cannot be held responsible in any case, whatsoever. If the User is making payment directly to the Restaurant, the Offers offered by Swiggy shall not be applicable, and the Restaurant may decide to offer such other offers or discount on its own terms and Swiggy will not be responsible for any such offer made or retracted.

  6. Ownership and Intellectual Property Rights

    1. Swiggy represents and warrants that it is the sole and exclusive owner of, and has complete right, title and interest in, all intellectual property rights (including but not limited to patents, trademarks, designs, and copyrights) in the Platform, and that no third party has any intellectual property rights of any nature to in the Platform .

    2. The Restaurant represents and warrants that it agrees and acknowledges that ownership of all right, title and interest in and to Platform, including patent, trademark, service mark, copyright, and trade secret rights shall be owned by and remain solely and exclusively with Swiggy at all times. The Restaurant does not acquire any ownership rights or title in the Platform, either express or implied.

    3. Restaurant recognises that Swiggy is the registered owner of the word mark ‘Swiggy’ and the logo including but not limited to its variants (IPR) and shall not directly or indirectly, attack or assist another in attacking the validity of, or Swiggy’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. If you become aware or acquire knowledge of any infringement of IPR you shall report the same at brand-protection@swiggy.in with all relevant information.

    4. Restaurant hereby grants Swiggy an unrestricted, non-exclusive, royalty-free license in respect of all content and information provided to Swiggy by the Restaurant for the purposes of inclusion in the Platform and as may be required under this T&C. This includes, but is not limited to, a) use of the Restaurant’s name in the context of Google ad words to support advertising and promotional campaigns to promote Offers or other offer(s) on internet which may be undertaken by Swiggy; b) preparation of derivative works of, or incorporate into other works, all or any portion of the marketing materials which will be made by Swiggy for the purposes of its business. Any material the Restaurant transmits or submits to Swiggy ("Material") shall be considered and may be treated by Swiggy as non-confidential. The Restaurant also grants to Swiggy a royalty-free, perpetual, irrevocable, non-exclusive license to use, copy, modify, adapt, translate, publish and distribute world-wide any Material for the purposes of providing DineOut Services . The Restaurant agrees that all information provided to Swiggy that is published, may be relied upon and viewed by Users to enable them to make decisions.

  7. Termination

    Swiggy may suspend your ability to use all or any element of the DineOut Services or may terminate this agreement effective immediately, without notice or explanation. Without limiting the foregoing, Swiggy may suspend your access to the DineOut Services if we believe you to be in violation of any part of this T&C (including any Swiggy Policies). After any suspension or termination, you may or may not be granted permission to use the DineOut Services or re-establish an account. You agree that Swiggy shall not be liable to you for any suspension or termination of this agreement or for any effects of any termination of this agreement. You are always free to discontinue your use of the DineOut Services at any time. You understand that any termination of your account may involve deletion of any content stored in your account for which Swiggy will have no liability whatsoever.

  8. Confidentiality

    1. Apart from the Materials defined in Clause 5(d) above as well as any other articles shared in the common course of business, each Party acknowledges that it will have access to certain confidential information of the other Party concerning the other Party’s business, projects, plans, User, customers, technology, operations, software, commercial details, and other information held in confidence by the other Party (“Confidential Information”). Each Party acknowledges that any disclosure to third parties of Confidential Information may cause immediate and irreparable harm to the owner of the disclosed Confidential Information. Confidential Information will include all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure, should be considered confidential, including documents, whether in physical or electronic form, drawings and other information relating to the business of the Party concerned etc. Each Party agrees that it will not use in any way, for its own account or the account of any third party, except for its own account as expressly permitted by, or required to achieve the purposes of, this Agreement, nor disclose to any third party, any of the other Party’s Confidential Information and will take reasonable precautions to protect the confidentiality of such information in a manner consistent with generally accepted industry standards and in accordance with the provisions of this Agreement.

    2. Information will not be deemed Confidential Information hereunder if such information: (i) is known to the receiving Party prior to receipt from the disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (ii) becomes known (independently of disclosure by the disclosing Party) to the receiving Party directly or indirectly from a source other than the one having an obligation of confidentiality to the disclosing Party; (iii) is trivial or obvious, in the public domain, becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving Party; or (iv) is independently developed by the receiving Party. The receiving Party may disclose Confidential Information pursuant to the requirements of a governmental agency or by operation of applicable statutory law or by the Court of Law, provided that it gives the disclosing Party reasonable prior written notice sufficient to permit the disclosing Party to contest such disclosure.

  9. Warranty and Indemnity

    1. The Restaurant warrants that if the Restaurant ceases to do business, closes down operations for a substantially long term (in excess of 1 (One) Year), loses due to expiry or other reason any license or registration to operate and/or any other reason to discontinue operations, the Restaurant shall provide Swiggy a written notice 15 days prior to such closure or discontinuation, failing which the Restaurant shall indemnify Swiggy for any claims or disputes that may arise.

    2. The parties hereby acknowledge and agree that, Swiggy merely assumes the role of facilitator only between the User and the Restaurant. At no point of time, Swiggy shall be held responsible or liable for any transactions between the User and Restaurant and for the services offered by the Restaurant.

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

    4. You represent and warrant that you own or otherwise control all of the rights to any content submitted by you; that all content submitted by you is accurate; and that exploitation of such content by Swiggy and its other Users, partners (including Restaurants), and licensees will not violate these T&C, cause injury to any person or entity, or infringe any third-party rights (including, without limitation, intellectual property rights and rights of privacy or publicity). You will indemnify, hold harmless, and (at Swiggy’s request) defend Swiggy, its affiliates, and its and their representatives, agents, directors, managers, officers, employees, and shareholders from and against all claims resulting from any content submitted by you,

    5. The Restaurant agrees to indemnify and holds Swiggy 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:

      1. on account of breach of this T&C by the Restaurant or its personnel;
      2. in respect of, arising out of, or in connection with the offers or discount extended by the Restaurant;
      3. the quantity, quality and delivery time of the order placed by the User and fulfilled by the Restaurant.
      4. any statutory proceedings which may arise out of any acts of omission or commission by the Restaurant in relation to the applicable excise laws.
      5. on account of any non-compliance of a condition under the license issued by any rule/regulation/statute.
      6. On account of any liability or responsibility for, death, injury, damage or impairment to the User for any reasons attributable to the Restaurant or its personnel or any third party present within the premises of the Restaurant.

    6. Swiggy warrants that it will undertake its obligations with reasonable skill and care. Swiggy does not guarantee or warrant that the Platform will be free from defects or malfunctions. If errors occur, it will use its best endeavours to resolve these as quickly as possible.
    7. You hereby disclaim and waive any rights and claims you may have against us with respect to User or Restaurant or its personnel or any third party.

  10. Limited Liability

    1. Liability Limitations: YOU UNDERSTAND THAT USE OF THE DINEOUT SERVICES IS AT YOUR OWN RISK AND SWIGGY CANNOT GUARANTEE THAT THE DINEOUT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. EXCEPT AS EXPRESSLY SPECIFIED HEREIN, IN NO EVENT SHALL SWIGGY BE LIABLE FOR ANY INJURIES, LOSSES, CLAIMS, OR DIRECT DAMAGES OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE OUT OF OR ARE ANY WAY CONNECTED WITH (1) THIS T&C (INCLUDING ANY CHANGES THERETO), (2) ANY USE OF THE SWIGGY PLATFORM, DINEOUT SERVICES, OR THE SWIGGY CONTENT OR THE USER CONTENT, (3) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE ANY COMPONENT OF ANY OF THE SERVICES). IN ADDITION, YOU SPECIFICALLY UNDERSTAND AND AGREE THAT ANY THIRD PARTY DIRECTING YOU TO THE SWIGGY SITE BY REFERRAL, LINK, OR ANY OTHER MEANS IS NOT LIABLE FOR ANY REASON WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES OR LOSS ASSOCIATED WITH THE USE OF THE SERVICES OR THE SWIGGY CONTENT. SWIGGY IS NEITHER AN AGENT OF NOR OTHERWISE ASSOCIATED WITH ANY USER BEFORE THE RELEVANT RESTAURANT, CLAIMED AN OFFER OR PROMOTIONOR DISCOUNT, OR PAID A BILL USING THE PLATFORM.

    2. These T&C are co-extensive and concurrent with other Swiggy Policies listed on their Platform. As such, all other terms and conditions listed hereinbefore and the same need not be expressly repeated herein.

    3. You and Swiggy understand and agree that the aforementioned disclaimers, exclusions, and limitations are essential elements of this T&C and that they represent a reasonable allocation of risk. In particular, you understand that Swiggy would be unable to make the DineOut Services available to you except on these terms and agree that this T&C will survive and apply even if any limited remedy specified in this T&C is found to have failed of its essential purpose.

  11. Applicable Law & Dispute Resolutions: These T&C shall be governed in accordance with the laws of India. All disputes related to the DineOut Services will be subject to the exclusive jurisdiction of courts of Bangalore only.

  12. Release: Restaurants are solely responsible for their interactions with the Users and any and all claims, injuries, illnesses, damages, liabilities, and costs (“Claims”) suffered by the User or the Restaurant, as a result of your (or such recipient’s) interaction with or visit to any Restaurant or merchant or from any promotion, offer, product or service of any Restaurant. Restaurants must resolve all disputes directly with Users or any third party. To the maximum extent permitted by applicable law, you hereby release Swiggy from any and all such Claims

 

alert
Compliance Issue
Compliance checklist
GSTIN Info Complete
GSTIN Info missing for {[{gst_blocker_noInfoCount}]}/{[{stored_outlets.length}]} outlets
GSTIN Info missing
Fssai Info Complete
Fssai compliance issue in {[{fssai_blocker_noCertCount}]}/{[{stored_outlets.length}]} outlets
FSSAI Info missing
{[{blocker_text || "Add GST OR FSSAI Info"}]}
Don’t have FSSAI license or GSTIN?
CALL {[{fssai_blocker_helpline}]}

All Outlets

Outlet
Compliance
{[{outlet.rest_rid}]}
{[{outlet.rest_name}]}, {[{outlet.rest_locality}]}, {[{outlet.rest_city}]}
{[{getCopyForFssaiStatus(outlet.fssai_status)}]}
{[{outlet.gst_status || "No Status"}]}

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