VENDORS AGREEMENT

PLEASE READ THESE TERMS AND CONDITIONS OF THE RESTAURANT PARTNER / VENDOR/HOME CHEF AGREEMENT CAREFULLY

1. TERMS AND CONDITIONS OF THE AGREEMENT(Last Altered on : 20/Aug/2021) :

Disclaimer: You agree to provide us with all rights to use any/all images or videos for our internal promotions.

1. These Terms and Conditions the agreement constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) hereafter referred to as Restaurant partner / Vendor/Home Chef, One part and Folkdrive India Pvt. Ltd. incorporated under the Companies Act, 2013, with its registered office at #3479,1st Cross,Gayathrinagar, Bangalore-560021, here in after referred to as ( “maneoota.in” “ maneoota” “Company” “we,” “us” or “our”) of the Other Part, concerning your access to and use of the maneoota.in website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by accessing the site and to be associated with us as restaurant partner/vendor/home chef , you have read, understood, and agreed to be bound by all of these Terms and Conditions of the agreement. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS OF THE AGREEMENT, PLEASE DO NOT ACCESS THE APPLICATION.
2. We reserve the right to make changes to this agreement at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of this agreement.

WHEREAS, the www.maneoota.in undergoes the business of providing Food Delivery Platform Services to the user through E-commerce a platform for restaurant partner / Vendor/Home Chef to reach out to the consumers online. The maneoota provide its consumers mainly with the following services:

• Allow for easy search of the restaurant partner / vendor/Home Chef nearby or wherever ;
• Allows for home-delivery
• Allow for its subscribers/members to go eat food in the restaurant partner /vendor/ Home Chef ’s itself at an extremely discounted price (inclusive of food and drink) means buying or selling goods or services including digital products over a digital or electronic network.

WHEREAS, the maneoota has offered the Food Delivery Platform Services to the restaurant partners/ vendors /Home Chefs;

WHEREAS, restaurant partners/ vendors/Home Chefs are desired to accept the offer to develop their business through using the Food Delivery Platform Services, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, IN CONSIDERATION OF THE FORGOING AND MUTUAL COVENANT, PROMISES, PROVISIONS AND AGREEMENTS CONTAINED HEREIN THE PARTIES AGREE AS FOLLOWS

1. A) TERMS OF SERVICES OF MANEOOTA:

1) The maneoota clear that it is not either a manufacturer or a seller or distributor of food or beverages but only places an order against the partner/vendor restaurant partner on behalf of the User customer pursuant to the aforesaid contract and facilitate the sale and purchase of food and beverages between the two, under the contract for sale and purchase of food and beverages.

2) The maneoota shall not be liable for any actions or omissions by the Restaurant partner Partner/vendors including deficiency in service, wrong delivery or order, quality of food, time taken to prepare or deliver the order, etc.

3) The maneoota state that the liability of any violation of theFood Safety and Standards Act, 2006and applicable rules and regulations made there under shall solely be towards the seller/owners, Restaurant partner Partner/vendors, importer or manufacturers of the food products.

4) The maneoota disclaimer that in respect of some of the food that may be suitable for certain ages only. It must be the responsibility of Users to check the food they are ordering and read its description, if provided, before placing an order on maneoota. Maneoota shall not be liable in the event food ordered byUser does not meet User’s dietary or any other requirements and/or restrictions.

5) The acceptance by a Delivery Partner/vendor/home chef of undertaking delivery of User’s order shall constitute a contract of service under the Consumer Protection Act, 2019 or any successor legislation, between the User and the Delivery Partner/vendor, to which again maneoota is not a party.

6) The maneoota clarify that maneoota does not provide any delivery or logistics services and only enables the delivery of food and beverages ordered by the Users through maneoota platform by connecting User with Delivery Partner/vendors /Home Chef or the Restaurant partner Partner/vendors / Home Chef, as the case may be.

7) The maneoota state that Delivery Charges may apply to the User, provided the User will be responsible for Delivery Charges incurred for User’s order regardless of User’s awareness of such Delivery Charges.

8) The maneoota reserve it’s right that at any time and without prior notice, themaneoota canremove, block, or disable access to any Content, for any reason or no reason, considered to be objectionable, in violation of the terms and conditions of this Agreement or otherwise harmful to the Services.

9) Intellectual & Proprietary Rights: Themaneoota declare in the form of a clause its ownership of maneoota content and Proprietary Rights in detail every Restaurant partner / Vendor/ Home Chefmust agree to protect maneoota’s IPR and proprietary rights.

10) Use of License aspects:Maneoota grant User a personal, limited, non-exclusive, and non-transferable license to access and use the Services only as expressly permitted as per the terms and conditions of the Agreement. The user shall agree not to use the services for any illegal purpose or in any manner inconsistent with the terms and conditions of this Agreement

11) Review and Ratings: The review or ratings for restaurant partners/vendors by Users do not reflect the opinion of maneoota.Maneoota gets many reviews or ratings for Restaurant partner / vendors /Home Chef by User, which reviews or ratings for Restaurant partners / vendors by Users, which shows the views of the User. It is important to state that every review or ratings posted on maneoota are the personal views of the User.

12) On-Time Delivery: The User may opt for on-time delivery services offered by themaneoota’s Food Delivery Platform, for an additional non-refundable cost, at selected Restaurant partners / vendors/Home Chefs.

13) Price List: Maneoota takes care to keep all the prices listed correct at the time of publication, and have been placed as received from the Restaurant partners/ vendors/Home Chef . The final price charged to the User may change at the time of delivery. In the event of a conflict between prices of the maneoota and price charged by the Restaurant partner / vendors/Home chef, the price charged by the Restaurant partner/ vendors/Home Chef shall be deemed to be the correct price except for the Delivery Charge of maneoota’sFood Delivery Platform.

The total price forfoodordered, including the Delivery Charges and other charges, will be displayed on themaneoota whenyou place your order, which shall be rounded up to the nearest rupee. The User shall make full payment towards suchfoodordered via the maneoota. Any amount that may be charged to the User bymaneoota over and above the order value shall be inclusive of applicable taxes.

14) Delivery periods/Pickup time quoted at the time of ordering are approximate only and may vary depending upon the situation. When the User opts for Pickup at the time of placing the Order, and maneoota shall not be liable in any manner in this regard.

15) Personal Promo Code/offers/memberships can be used by the User subject to such terms and conditions set forth by themaneoota from time to time. The maneoota can promote its new offers/membership plans etc. and the User will have to subscribe for the same. The subscribers will only be eligible for offers opted.

1. CANCELLATION OF ORDER:

The maneoota will not facilitate replacements/ refunds/ or any other resolution if order is canceled by the user/client. AndIn case of payment at the time of delivery, the maneoota shall not be required to pay for:

1. a) Orders where the packaging has been tampered or damaged ;
2. b) Wrong order being delivered; or
3. c) Ordered Items missing at the time of delivery.

1. INTELLECTUAL PROPERTY RIGHTS:

The restaurant partner / Vendor/Home Chef shall only use the maneoota platform to sell the Products and services under the name, trademark and trade name used by the maneoota in connection with the Product, unless a third party is entitled to a trade name or trademark within the Territory. The restaurant partner / Vendor/Home Chef shall refrain from any other use of the name, trademark or trade name of the maneoota. The restaurant partner / Vendor/ Home Chef shall further refrain from using any other name, trade mark or trade name on the Products and services and the packages thereof. The restaurant partner / Vendor/Home Chef shall not register or use trade names or trademarks or any other intellectual property rights for the Product without the written approval of the maneoota.

1. CONFIDENTIALITY:

Restaurant partner / Vendor/Home Chef agrees that by reason of its relationship with maneoota hereunder it will have access to certain information and materials concerning maneoot's business plans, customers, technology, and products and services that are confidential and of substantial value to maneoota, which value would be impaired if such information were disclosed to third parties. Restaurant partner / Vendor/ Home Chef agrees that it shall not disclose to any third party, any such confidential information revealed to it by the maneoota.

1. INDEMNIFICATION:

Both the Parties in pursuant to this agreement shall each other indemnify and hold free and harmless from any and all claims, damages, or lawsuits arising out of intentional or negligent acts or omissions by other party or its employees or agents herein.

1. LIMITATION OF LIABILITY:

In no event shall either party be liable to the other for any special, indirect, exemplary or consequential damages arising out of this agreement or purchase or use of the products and services.

1. FORCE MAJEURE:

Neither Party shall be held liable for any failure to perform that is due to any cause or circumstance beyond the reasonable control of such Party, including without limitation a demand for such Products and services and other products and services by maneoota which exceeds maneoota’s ability to supply them, earthquakes, fire, accidents, floods, storms, other Acts of God, riots, wars, rebellions, strikes, lockouts or other labor disturbances, national or international emergencies, failure to secure materials or equipment from usual sources of supply, failure of carriers to furnish transportation, government rules, regulations, acts, orders, restrictions or requirements or any other cause or circumstance beyond the reasonable control of such Party.

1. ASSIGNMENT:

Neither party shall be entitled to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other Party.

1. OTHER TERMS AND CONDITIONS:

1. 1. Restaurant partner / Vendor / Home Chef responsible for providing the quality food to their customers.
2. Maneoota collects the payment and makes payment as agreed upon.
3. Maneoota will charge a percentage between 0-30% for every order and the same will be deducted before making the payment.( Actual percentage of the deduction will be confirmed/disclosed and displayed while updating in the menu in the App. ) Once payment is received from the client, within 7/15/30 days the agreed share will be transferred to you.
4. Without prior approval the Restaurant partner / Vendor/Home Chef will not be entertained to join other service providers.
5. Maneoota will not be responsiblefor the transaction made outside the app or our knowledge..
6. When the client is bought by us the further upsell or cross sell with or without our involvement the agreed share has to be shared.
7. Return of any invoice will not qualify the party to move for arbitration.
8. Registration fee: This is collected for homechef/kitchen/restaurant/Vendors for registration and platform usage. The collected fee is non refundable/adjusted to any other services whatsoever. This fee does not guarantee on orders. However we would be working on to find process which would help each kitchen to promote themselves better.

1. GOVERNING LAW & JURISDICTION:

The parties hereby agree to resolve any dispute arising out the contract or in respect of any defined legal relationship associated therewith or derived there from; the parties agree to seek an amicable settlement of that dispute by conciliation procedure established under the Arbitration and ConciliationACT, 1996.The parties hereby agree that, any dispute arising out of the contract or between any legal relationships in the contract, such dispute shall be settled only through arbitration. The venue is Bangalore. Both the parties would collectively appoint one sole arbitrator. The award passed by such arbitrator shall be final and binding on both the parties.’

1. Notice: Any notice required or permitted to be given hereunder shall be in writing and shall be effectively given if delivered personally, or post, or courier or e-mail as may be specified in writing.In the case of notice to maneoota , the address for delivery to it shall be as Follows:

Folkdrive India Pvt.Ltd. # 3479,1st Cross, Gayathrinagar,Bangalore-560021,Karnataka, Email: info@ maneoota,in

The effective date of acknowledge of the notice shall be deemed to be as follows:

1. If delivered by hand, the date on which it is so delivered.
2. If delivered by post or courier, three (3) days after the dispatch of notice thereby;
3. If delivered by email, on the date on which it is so received.

Provided that in case of the date of receipt not being a business day, notice shall be deemed to have been received on the next business day.

1. SEVERABILITY:

If any of the provisions of the Terms are determined by any competent authority to be invalid, unlawful or unenforceable, such provision will to that extent be severed from the remaining Terms, which will continue to be valid and enforceable to the fullest extent permitted by law.

1. MODIFICATION:

This Agreement may not be amended for any reason without the prior written agreement of both parties.

1. WAIVER:

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

NOW WHEREAS, THE PARTIES ACKNOWLEDGE THEIR UNDERSTANDING OF THE TERMS OF DOING BUSINESS WITH HIS OR HER CLIENT, AND AGREE TO ABIDE BY THESE TERMS AT ALL TIMES AND HAVE EXECUTED THIS AS OF THE DAY OF SIGN.