TERMS AND CONDITIONS (HOME CHEF)

This platform is owned & Operated by M/S HOMEFOOODY’ a company incorporated under the laws of India’ on 1^st August 2024’ having its registered officer at,

Registered office Mahendra hills, East Marredpally, Secunderabad 500026..

These terms and conditions form part of the onboarding process and constitutes a legally binding agreement made between you, whether personally or on behalf of an entity “Home Chef” and “Delivery Partner” and its affiliates (“HomeFooody”), regarding the use of HomeFoody’s Platform (as defined below) for the provision of Home chef Products (as defined below) by the Home chef Partner to the Customers (as defined below).

1. Definitions

1.1. “Agreement” means this Agreement.

1.2. “Asset” means any device, including but not limited to mobile phone, tablets, sim cards, etc., that may be provided by HomeFooody to the Home chef Partner.

1.3. “Authorized Persons” means with respect to each Party, such Party’s officers, employees, agents, directors and representatives.

1.4. “Commission” means the amount payable by the Home chef Partner to HomeFooody, being an agreed percentage of Net Sales as set out in the Agreement. MOU will be signed between Home Chef & HomeFooody which contains the agreed terms (find attached MOU)

1.5. “Customer Data” means any and all identifiable information of the

Customer provided by the Customer via the Platform, including, but not limited to, Customer’s name, delivery addresses, email addresses, phone number(s), and Customer preferences.

1.6. “Customer” means a user who places an Order using the Platform.

1.7. “Delivery Charges” means the delivery fee levied by HomeFooody on the Customers for each Order.

1.8. “Delivery Partner” means [third party service providers] who shall be providing logistics/delivery services to the Home Chef Partner through online technology platform of HomeFooody.

1.9. “Delivery Services” means facilitation services offered by HomeFooody wherein HomeFooody connects the Home chef Partner with Delivery Partner through the Platform, who shall pick Order(s) from the Home, and deliver the same to the Customers.

1.10. “Execution Date” means the date of execution of the Agreement.

1.11.”Information” means the information set out and provided along with this Agreement and includes any information which is supplied by the Home Chef Partner to HomeFooody under this Agreement such as the Menu, the price lists underlying the Menu, opening hours of the Home Chef’s operated by the Home Chef Partner, rates at which taxes are charged by the Home Chef Partner to the Customer, delivery areas serviced by the home chef’s and/or delivery terms.

1.12. “Law” includes all statutes, enactments, acts of legislature or parliament, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders, requirement or other governmental restrictions or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law of any of the foregoing, of any government, statutory authority, tribunal, board, court having jurisdiction over the matter in question, whether in effect as of the Execution Date or thereafter

1.13. “Menu” means any document or virtual page, provided by the Home chef Partner to HomeFooody which contains the list of Home chef’s Products with the specific prices of each Chef Products offered for sale by the Chef Partner to the Customer, on the Platform.

1.14. HomeFooody does not charge any “Vendor Registration Fee” to the Home Chef Partner at the time of onboarding on the Platform. No fee will be collected for on-boarding.

1.15. “Order Value” means the sum amount payable by the Customer upon placement of an Order with the Home chef Partner on the Platform for the Home chef Products.

1.16. “Order” means the total Home Chef Product(s) of a specific Home Chef Partner purchased by the Customer in a single instance using the Platform, which is to be delivered to such Customer. “Parties” means HomeFooody and the Home chef Partner.

1.18. “Platform” means the website/Mobile apps and mobile and tablet based application owned by HomeFooody which enables the Customers to (a) place an Order with the Home chef Partner for the purpose of availing Home chef’s Product(s); and (b) track the status of the Order placed by such Customer with the Home Chef Partner; and (c) facilitates a provision of payment by the Customer towards the Home Chef Product(s) availed from the Home Chef Partner.

1.19. “Pre-Packed Goods” means the Home Chef Products which are placed in a package in such a manner that the contents cannot be changed without tampering it and which is ready for sale to the Customer.

1.20. “Home Chef Products” means the food and/or beverages items, listed in the Menu from time to time, sold by the Home Chef Partner on the Platform, which is available at such time for purchase by a Customer.

1.21. “Home Chef” means a commercial establishment(s) for which the Home Chef Partner is executing the Agreement, and from where the Home Chef Products are made available to the Customer, moreover wherein the food and beverage items are prepared and/or delivered to the Customer.

1.22. “Services” means the following services offered by HomeFooody to the Home Chef Partner, on and from the Execution Date:

(a) Listing the Menu and any updates of the Menu as provided by Home Chef Partner on the Platform;

(b) Facilitating Order placement mechanism for the purchase of Home Chef Products by the Customer from the Home Chef Partner on a real time basis;

(c) Facilitating payment mechanism for the payment of the Order Value by the Customer; and

(d) Customer’s and Home Chef Partner complaint redressal services in respect of the functioning of the Platform.

2. HomeFooody’s Rights and Obligations

2.1. In order to perform Services, HomeFooody will be obligated to:

(a) List Home Chef Partner’s Menu on the Platform;

(b) Transfer to the Home Chef Partner, the amounts received from the Customers in accordance with agreed terms set out in the Agreement;

(c) List, to the extent provided to HomeFooody by the Home Chef Partner, all necessary Information about the Home Chef Partner.  However, HomeFooody shall not be under the obligation to provide such information until the Home Chef Partner provides all Information; subject to such information being in compliance with HomeFooody’s internal policies and/or guidelines;

(d) Provide customer support, on a commercial best effort basis, to Customers and Home Chef Partner’s complaints and grievances in respect of the Services;

2.2. HomeFooody shall have the right to:

(a) Remove or amend certain Home Chef Products from the Menu at its sole discretion, provided that no new or untrue information shall be made available and to ensure compliance with the Food Safety and Standards Act, 2006, the rules, regulations and guidelines framed thereunder and all other applicable Law;

(b) Provide and/or install, at its discretion, one or more of the following: (i) printer; (ii) mobile/phone; (iii) tablet; (iv)  mobile application in the premises of the Home Chef Partner;

(c) Suspend or terminate the Services to the Home Chef Partner account if the Home Chef Partner is found non-compliant with any provision of the Food Safety and Standards Act, 2006 or any of the rules, regulations, standards and guidelines issued there under from time to time or if the Information provided by the Home Chef Partner to HomeFooody is found to be incorrect, or in violation of applicable Law;

(d) Display the Marketing Materials (as defined below) on any other platforms owned by, operated by, or affiliated with HomeFooody; and

(e) Charge the Home Chef Partner the costs of the Delivery Charges and any other costs related to the Services, provided such deductions are communicated to the Home Chef Partner.

2.3. In case of HomeFooody providing Delivery Services:

(i) HomeFooody shall not be responsible for the quality and quantity of the Order’ however Home Chef is responsible to provide the quality and quantities as agreed in the terms of contract.

(ii) Home Chef Partner acknowledges that the delivery will be facilitated by the Delivery Partner, who shall effect such delivery as per the delivery time indicated on the Platform, provided that such delivery time indicated is practicable for the delivery time actually required.

(iii) The Home Chef Partner shall in no event hold HomeFooody liable for any claims, costs, disputes or liabilities raised by the Customer where the delay in handing over the Order to the Delivery Partner is solely attributable to the Home Chef Partner’s authorized Persons.

(iv)  HomeFooody shall have the right to charge a delivery fee and determine the minimum Order Value, at its own discretion.

(v) HomeFooody shall have access to the Home Chef Partner’s premises and other facilities as reasonably required to perform the Services.

3. Home Chef Partner’s Rights and Obligations

3.1. The Home Chef Partner shall be obligated to:

(a) Provide HomeFooody a valid and subsisting copy of its food business operator license or registration issued by the Food Safety and Standards Authority of India for each of its premises;

(b) Ensure that the Information provided to HomeFooody in the Agreement is accurate, complete and up-to-date;

(c) Ensure that all mandatory information pertaining to taxes, levies and charges applicable on the Order(s) are clearly visible to the Customers on their invoices as per applicable Law;

(d) Process and execute all Orders timely and promptly;

(e) Promptly remove any/all Home Chef Products unavailable with the Home Chef Partner from the Menu and inform HomeFooody of the same;

(f) Promptly notify HomeFooody of any change in the information pertinent to the Services;

(g) Obtain and maintain adequate insurances at all times to cover any potential liability that it may incur under this Agreement;

(h) Provide HomeFooody with a clear acceptance or rejection of an Order within two (2) minutes from the time the Order is placed by the Customer on the Platform;

(i) Ensure that the Home Chef Products: (ii) are of high quality and fit for human consumption; (iii) compliant with the requirements of Food Safety and Standards Act, 2006 and applicable Law;

 (i) Ensure that the Home Chef Products: (ii) are of high quality and fit for human consumption; (in) compliant with the requirements of Food Safety and Standards Act, 2006 and applicable Law;

(j) Ensure that the manufacturing of the Home Chef Products are done in accordance with applicable Law including the General Requirements on Hygienic and Sanitary Practices provided by the Food Safety and Standards Authority of India,

(k) Ensure that the premises of the Home Chef Partner and/or any other premise where any Home Chef Product(s) are being stored are in compliance with the hygiene and sanitary practices as provided under Schedule 4 of the Food Safety and Standards (Licensing and Registration of Food Businesses), Regulations, 2011;)

(l)Provide to HomeFooody a clear and legible picture of any Pre-Packaged Goods (if listed on the Menu), which must display the principal display panel of such Pre-Packaged Goods;

(m) Prepare and fulfill all Orders, upon accepting the same, and ensure packaging of the Home Chef Products are in accordance with applicable Law, and also ensure only trained delivery personnel undertakes such delivery and the safety of the Home Chef Products is not compromised at any time until the Order is received by the Customer. The Home Chef Partner agrees to indemnify HomeFooody for any claims that may arise on account delivery of Orders undertaken by the Home Chef Partner;

(n) Take full responsibility of its delivery personnel and ensure proper training to such delivery personnel is provided so as to ensure the delivery of Orders efficiently;

(o) Undertake adequate background checks on its delivery personnel and ensure that such delivery personnel are sufficiently qualified to carry out delivery of Home Chef Products;

(p) Maintain the records of its delivery personnel and ensure that they do not misbehave with the Customer;

 (q) In the event of the Home Chef Partner opting for Delivery Services, it shall:

(i) Provide HomeFooody with a realistic estimated delivery time of making the deliveries of all Orders;

(ii) Immediately inform HomeFooody of any delay in delivering the Order;

(iii) Hand over all Orders to the Delivery Personnel in a spill proof packaging:

(iv)Ensure that it does not make personal calls to the Customer in respect of the Order and any related issues therein;

(v) Refrain from using the Customer Data for sending any unsolicited marketing/ promotional messages, announcements and communications;

(vi) Ensure that it has at all times, sufficient capacity (including staff, food items, inventory and equipment) to process all Orders received through the Platform;

(vii) Ensure to not commingle the Orders placed through the Platform with any other orders it may have received either directly or through other third parties;

(viii) Ensure that the portions of the Home Chef Products provided to Customers are the same as the portions given to direct customers of the Home Chef Partners;

(ix) Perform all its obligations under this Agreement in a competent, professional and timely manner, within established industry standards, practices and principles, and within the time deadlines set forth herein;

(x) Ensure that any Asset that may be handed to the Home Chef Partner by HomeFooody shall be used strictly for the purposes set out in this Agreement. Any unauthorized use of the Asset or misuse shall be considered a material breach of this Agreement, and render the Home Chef Partner to be liable for action under relevant applicable laws;

(xi) Undertake to replace/reimburse HomeFooody for any damage cause to an Asset;

(xii) Ensure that its authorized Persons not commit, abet or permit the commission of any illegal act, damage, distortion of any Information or documents while providing the services in terms of this Agreement, in a manner derogatory to the business and goodwill of HomeFooody; and

(xiii) Ensure that any statistical data, feedback and other information collated and shared by HomeFooody are not be provided, shared or disseminated with any competitor of HomeFooody or any other third parties under any circumstances whatsoever.

3.2. The Home Chef Partner shall have the right to Decline the Orders placed on the Platform within the time specified under Clause 3.1(h) of this Agreement, provided that the Home Chef Partner shall not use any alternate platform or mechanism to connect with the Customer in parallel to take the same Order independently and thereby circumvent the process set forth in this Agreement.

4. Marketing Materials, Intellectual Property and Licensing

4.1. The Home Chef Partner agrees that its name, address, logo, Menu, and other information may be published on the Platform, and HomeFooody’s partner and affiliates’ platforms. To this effect, the Home Chef Partner grants to HomeFooody an unrestrictive, non-exclusive, royalty-free license in respect of all content and information provided to HomeFooody by the Home Chef Partner (including the Home Chef Partner’s name, establishment name, logo, menu items and price list for the menu item) for the purposes of inclusion on the Platform and as may be otherwise required under the Agreement.

4.2. This license as stated in the clause above includes, but is not limited to, (a) use of the Home Chef Partner’s name in the context of Google ad words to support advertising and promotional campaigns to promote online ordering on internet and social media platforms, which may be undertaken by HomeFooody, at its own cost; (b) preparation of derivative works of, or incorporate into other works, all or any portion

This license as stated in the clause above includes, but is not limited to, (a) use of the Home Chef Partner’s name in the context of Google ad words to support advertising and promotional campaigns to promote online ordering on internet and social media platforms, which may be undertaken by HomeFooody, at its own cost; (b) preparation of derivative works of, or incorporate into other works, all or any portion of the marketing materials which will be made by HomeFo0ody for the purposes of its business. All information provided by the Home Chef Partner to HomeFooody (“Marketing Materials”) shall be treated as non-confidential, subject to HomeFooody’s obligations under this Agreement.

4.3. The Home Chef Partner also grants to HomeFooody a royalty-free, perpetual, irrevocable, non-exclusive license to use, copy, modify, adapt, translate, publish and distribute world-wide any Marketing Material for the purposes of this Agreement or for the purposes of advertising and promotion on the Platform

5. Payments and Settlements

5.1. The Home Chef Partner acknowledges and agrees that the following payment methods will be available on the Platform for placing Orders:

 (a) Payment Integration (b) Electronic Payment Mechanism

5.2. No (COD) cash on delivery option is available on HomeFooody platform.  Home Chef Partner agrees and acknowledges that HomeFooody shall not be responsible for the collection, processing and transmission of the cost of the Order if such Order has been delivered by the Home Chef Partner’s delivery partner.

5.3. In the event a Customer avails the Electronic Payment Mechanism, HomeFooody shall collect the money for all Orders and consequently processing and transmitting the same to the Home Chef in accordance with this Clause 5.

5.4. HomeFooody shall be charged a Commission on the Home Chef Partner as stipulated in the Agreement. This Commission shall be charged on a per Order basis and shall be set off in the settlement process as prescribed herein.

5.5. HomeFooody may also charge any additional service facilitation fee, delivery fee, and such other fees as agreed between the Parties.

5.6. HomeFooody shall make weekly payments to the Home Chef Partner for its cumulative Orders during the preceding week that were not declined by the Home Chef Partner. For the sake of clarity, weekly payments shall be made for the week starting from Saturday through Friday, with the payment being effected on Wednesday of the succeeding week.

5.7. In processing the weekly payments to the Home Chef Partner as agreed, HomeFooody shall have the right to deduct its Commission and other charges as applicable from the total Order Value for the particular week.

6. Taxes

6.1. The Commission and other charges as applicable shall be exclusive of all taxes.

6.2. The Home Chef Partner will not be responsible for tax payments collected from the customer’ but any other fees, and any other liabilities associated with the computation, payment will be discussed mutually and resolved.

6.3. HomeFooody may charge and collect applicable taxes from Customers on behalf of the Home Chef Partner in accordance with instructions provided by the Home Chef Partner and/or applicable law; and, in which case, HomeFooody will collect such tax solely on behalf of the Home Chef Partner and shall pay such amount collected to the Home Chef Partner.

6.4. The Home Chef Partner is not responsible to do any kind of taxation, add or delete any taxes levied by HomeFooody on the platform.

6.5. For the purposes of settlement process as described in Clause 5, Home Chef Partner shall coordinate with HomeFooody on weekly basis for the settlements of services that were provided

6.6 Below, all undisputed invoices shall be paid by HomeFooody as stipulated in Clause 5.                        If the Home Chef Partner fails to perform the services in accordance with this Agreement, the Home Chef Partner may be liable to pay damages to HomeFooody amounting to up to 10% (ten percent) of the latest invoice raised under this Agreement, in addition to other remedies available to HomeFooody. Such damages shall be deducted in accordance with this Clause.  If HomeFooody disputes an invoice raised by the Home Chef Partner, it may withhold any disputed sum until the dispute is resolved, but shall pay the undisputed portion as per the terms of this Agreement. The Home Chef Partner shall not be excused from performing its obligations under this Agreement while an invoice is disputed by HomeFooody.

6.7. All invoices raised by the Home Chef Partner shall be issued in accordance with the provisions of the Goods and Services Tax Act and the Rules (“GST Laws”) made thereunder. All invoices shall have reference to the Goods and Services Tax identification Number (“GSTIN”) of HomeFooody (entity & state specific to the transaction) as applicable and shall also mention the respective supply address of HomeFooody as per the place of supply rules applicable under GST Laws.

6.8. Home Chef Partner shall raise an invoice for supply of services as per invoice rules applicable under GST Laws, after appropriate communication of acceptance on the completion of services is given by HomeFooody to Home Chef Partner. However, in case of continuous supply or provision of Services, the invoices shall be raised at the end of the agreed payment cycle as per the terms of this Agreement. In addition to the above, if any advance payments apply under this Agreement, Home Chef Partner shall issue an advance receipt note (“ARN”).

6.9. The Home Chef Partner agrees and acknowledges that HomeFooody reserves the right to withhold payment equal to GST charged by the Home Chef Partner in its invoice unless the Home Chef Partner completes the following actions in order to enable HomeFooody to claim input tax credit on the services:

(a) Uploads the invoice details on GSTN portal correctly, (b) discharges its GST liability with the relevant authorities and (c) files returns in time.

6.10. The Home Chef Partner undertakes that it shall maintain a minimum compliance rating as per generally accepted industry standards. HomeFooody has a right to terminate the Agreement immediately for failure of the Home Chef Partner to maintain the aforementioned compliance rating.

6.11. In the event of any errors or mismatches in the invoices, the Home Chef Partner shall rectify the same.

6.12. Further, in case of any mismatch in GST returns as applicable the Home Chef Partner shall rectify the same within the time frame specified in the applicable GST Laws. In the event of failure to rectify the same, HomeFooody shall reserve the right to withhold payment equal to GST charged by the Home Chef Partner. Also, if lack of rectification results in reversal of HomeFooody’s GST credit, HomeFooody shall reserve the right to recover or setoff the same from the Home Chef Partner in subsequent payments.

6.13. The Home Chef Partner shall ensure that it is compliant with the provisions prescribed for anti-profiteering under GST Laws and shall ensure that any reduction in rate of tax on any performance of Services or benefit of input tax credit shall be passed on to HomeFooody by way of commensurate reduction in prices.

6.14. The Home Chef Partner shall ensure that invoices raised for Services supplied to HomeFooody in a particular state should bear only the respective state GSTIN of HomeFooody. However, if the same is a Service for HomeFooody as a whole or across multiple states, the Home Chef Partner will compulsorily mention HomeFooody’s ISD registration number after consulting with HomeFooody. In case an invoice is received by HomeFooody with the wrong GSTIN, Client reserves the right to reject such invoices and demand a rectified invoice with the correct GSTIN.

6.15. The payments to be made by HomeFooody to the Home Chef Partner for supply of Services may be liable to tax deduction at source (TDS) as prescribed under GST Laws and HomeFooody would adhere to the related compliance like issuing TDS certificates and reporting the details of the deductions made in the prescribed formats.

6.16. All tax liability of HomeFooody shall only be restricted to the taxes identified in the invoices. The Home Chef Partner shall be solely responsible for remitting such taxes charged to HomeFooody to the respective government authorities along with any interest/ penalties for delay or non-payment on such remittances. No claims whatsoever in this regard shall be entertained by HomeFooody at any point in time.

6.17. The Home Chef Partner shall indemnify and hold HomeFooody, its directors, officers harmless and free of loss arising from any liability from any claim from any government authority or other third parties towards non-payment or delay in payment of taxes, levy, dues, etc., along with any penal interest or penalties thereon as applicable on the Services rendered under this Agreement.

6.18. HomeFooody shall make payment to the Home Chef Partner after withholding of taxes, if any, as required under the applicable tax laws, and will deposit to the relevant tax authority within the timeline as prescribed in applicable law. For this purpose, HomeFooody shall issue to the Home Chef Partner a certificate towards the deduction of tax in accordance with the guidelines prescribed under the tax laws.

6.19. Nothing in this Clause shall interfere with the right of either Party to arrange its tax affairs, as it deems appropriate. The Parties will cooperate with each other to determine accurately their respective tax liabilities and to plan their tax affairs legitimately under the framework of law.

7. Commencement of Services

7.1. The Home Chef Partner acknowledges and agrees that it shall be listed on the Platform after due verification of all Information. In case of any discrepancy in the information provided by the Home Chef Partner, either at the time of onboarding or after onboarding, HomeFooody reserves the right to remove such Home Chef Partner from the Platform, without accepting any liability towards the Home Chef Partner.

8. Confidentiality

8.1. The Home Chef Partner and its affiliates and representatives shall not share any Confidential Information (defined below) of HomeFooody, its authorized Persons or Customers to any third party person and shall only disclose the same to persons within its organization on a Need-to-know basis. For the purpose of this Agreement, “Confidential Information” shall mean any information which Home Chef Partner may have or acquire (whether before or after the date of this Agreement) in relation to the business of HomeFooody, or any other information provided by HomeFooody to the Home Chef Partner as a consequence of the execution of this Agreement and /or the performance of this Agreement (including, without limitation, any information provided pursuant to any of the provisions of this Agreement).

8.2. The Home Chef Partner shall make sure that its authorized Persons comply with the confidentiality obligations as mentioned in this Clause’ The Home Chef Partner and its authorized Persons shall exercise the same level of care to protect the Confidential Information as it would exercise to protect its own confidential information of a similar nature, but in no event less than the reasonable care.

8.3. The Home Chef Partner shall keep the Confidential Information strictly confidential and shall not disclose the same to third Parties, with the exception that Confidential Information may be disclosed its authorized Persons who need to know such information for the purposes of fulfilling obligations under this Agreement and are subject to strict confidentiality obligations as regards the use of such Confidential Information. At the request of HomeFooody, the Home Chef Partner must promptly return all copies of Confidential Information received from HomeFooody or the Customers, and must promptly destroy all other Confidential Information prepared by it in connection with this Agreement, including, without limitation, any notes, reports, or other documents.

8.4. For the purposes of this Agreement, the following information shall not be considered as Confidential Information:

(a) that is publicly available through no breach of this Agreement by the Home Chef Partner,

(b) that is independently developed without use of Confidential Information or was previously known by the Home Chef Partner, or

(c) that is rightfully acquired by the Home Chef Partner from a third party not under an obligation of confidentiality, or

(d) that is otherwise identified in writing by HomeFooody as not being Confidential Information under this Agreement.

8.5. The confidentiality obligations herein shall survive the termination of this Agreement.

9. Customer Data

9.1. The Home Chef Partner agrees that the Home Chef Partner will only use the Customer Data in fulfilling the applicable Customer’s Order and in complying with the Home Chef Partner’s obligations under this Agreement. The Home Chef Partners shall not use the Customer Data for any purpose not set explicitly set out in this Agreement, and shall not share the same with any third party.

9.2. The Home Chef Partner shall not copy, modify, reproduce, any and all Customer Data for any purpose whatsoever.

9.3. The Home Chef Partner shall implement and comply with reasonable security measures in protecting, handling and securing the Customer Data.

10. Representations and Warranties

10.1. Either Party represents and warrants to and for the benefit of the other Party that:

(a) It has all the requisite power and authority to execute and perform this Agreement and shall fulfill and perform its obligations hereunder in compliance with applicable laws;

(b) The execution and delivery of the Agreement shall constitute valid and binding obligations of the Party; and

(c) It will comply with the relevant terms and conditions and privacy policy published on the Platform.

10.2. In addition to the above, as of the Execution Date and continuing throughout the Term of the Agreement, Home Chef Partner represents and warrants to HomeFoody that:

(a) It has been issued a valid and subsisting Food Business Operator licenses or registration by the Food Safety and Standards Authority of India for all its premises;

(b) it is in full compliance of all applicable Law including but not limited to the Food Safety and Standards Act, 2006;

(c) it has sufficient infrastructure, technological capability and adequately qualified, trained and skilled resource(s) to perform its obligations pursuant to this Agreement;

(d) it will not use any intellectual property rights of any third party in performing the services under this Agreement; and

(e) There is no conflict of interest of the Home Chef Partner with regard to the subject matter of this Agreement.

11. Disclaimers

11.1. To the maximum extent permissible under law, HomeFooody disclaims any warranties (whether express or implied) regarding the (i) Home Chef Products, (ii) Services (including the Delivery Services) and (iii) Platform.

11.2. HomeFooody does not and will not at any point during the Services, take possession or have any ownership, title or interest over the Home Chef Product(s) and shall not be held liable for any defect and subsequent liability incurred by the Home Chef Partner with respect to the Home Chef Product(s) or as a result of the Services (including Delivery Services).

11.3   Copyright:  Home Chef cannot use or operate any business in the name of HomeFooody by copying/replicating this business model

11.4. HomeFooody does not guarantee or assure (i) the purchase of any amount of Home Chef Products by Customers.

12. Term and Termination

12.1. This Agreement shall commence on the Execution Date and will continue until terminated by the Parties.

12.2. MoU shall commence on the effective date and shall remain in effect until terminated by the Home Chef with a 60-day written notice. The Company reserves the right to terminate a Home Chef without any notice with valid reason and evidence in the event of any violations or misconduct.

12.3. Notwithstanding Clause 12.1 and Clause 12.2, HomeFooody shall be entitled to terminate this Agreement, with immediate effect, and without any liability if:

(a) The Home Chef Partner commits gross negligence or willful misconduct in the performance of this Agreement;

(b) The Home Chef Partner fails to conduct its business in accordance with this Agreement and/or in accordance with the information provided to HomeFooody, such as opening hours, delivery areas, delivery conditions, etc.;

1. c) The Home Chef Partner fails to comply with applicable Law and/or any of the terms of this Agreement;

(d) HomeFooody is directed by the Food Safety and Standards Authority of India or any other governmental authority to terminate the Services with the Home Chef Partner.

(e) The Home Chef Partner fails to deliver Orders placed on the Platform for a period of 1 day;

(f) The Home Chef Partner or its authorized Persons is in breach of any of the representations, warranties or covenants stipulated in the Agreement;

(g) The Home Chef Partner becomes the subject of a bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors;

(h) The Home Chef Partner makes an assignment for the benefit of creditors; and/or

(i) An application for a receiver, trustee, or custodian is made by anyone for the Home Chef Partner.

12.4. Immediately upon the expiration or termination of this Agreement for any reason whatsoever:

(a) The Parties shall complete their respective obligations or unfinished services under this Agreement as on the date of termination, after termination/expiration of the Agreement;

(b) The Home Chef Partner shall immediately cease to use and return all Assets, property belonging to HomeFooody, and Customer Data, and any property created by the Home Chef Partner for HomeFooody in the course of Agreement;

(c) The Home Chef Partner fails to comply with applicable Law and/or any of the terms of this Agreement;

(d) HomeFooody is directed by the Food Safety and Standards Authority of India or any other governmental authority to terminate the Services with the Home Chef Partner.

(e) The Home Chef Partner fails to deliver Orders placed on the Platform for a period of 1 day; the Home Chef Partner or its authorized Persons is in breach of any of the representations, warranties or covenants stipulated in the Agreement;

(g) The Home Chef Partner becomes the subject of a bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors,;

(h) the Home Chef Partner makes an assignment for the benefit of creditors; and/or) an application for a receiver, trustee, or custodian is made by anyone for the Home Chef Partner.

12.5. Immediately upon the expiration or termination of this Agreement for any reason whatsoever:

(a) The Parties shall complete their respective obligations or unfinished services under this Agreement as on the date of termination, after termination/expiration of the Agreement;

(b) The Home Chef Partner shall immediately cease to use and return all Assets, property belonging to HomeFooody, and Customer Data, and any property created by the Home Chef Partner for HomeFooody in the course of Agreement;

(c) HomeFooody may withhold or deduct any payment of Service Fee that may be due and arising out of any default by the Home Chef Partner in statutory compliance under applicable laws.

13. Indemnity

13.1. The Home Chef Partner agrees to indemnify, defend and hold harmless HomeFooody and its successors, affiliates, officers, directors and employees at all times, from and against any and all actions, causes of action, claims, demands, costs, damages, losses (whether direct or indirect losses), liabilities, expenses and damages (including attorney’s fees) suffered or incurred by HomeFooody arising out of, or in connection with

(i) The breach of representations, warranties or obligations of the Home Chef Partner under this Agreement; or

(ii) any illegal act or omission on the part of Home Chef Partner or its authorized Persons; or

(iii) Any infringement of intellectual property rights of HomeFooody or any other third party; or

(iv) Breach of confidentiality obligations hereunder, or

(v) Misconduct, negligence and fraudulent act by the Home Chef Partner or authorized Persons; or

(vi) any claim, damage, loss or prejudice suffered by HomeFooody arising out of the Services.

13.2. The indemnification rights of HomeFooody under this Agreement shall not be regarded as the exclusive remedy of HomeFooody with respect to the claims to which such indemnification relates. All indemnity amounts shall be paid to HomeFooody in full by the Home Chef Partner.  Any taxes applicable on the same, shall be borne by the Home Chef Partner.

13.3. Mitigation. In no event will HomeFooody be liable for any losses arising from or in connection with this Agreement, pursuant to any claim by the Home Chef Partner against HomeFooody under any theory of liability (whether in contract, in tort, or otherwise), if such losses could have been avoided if the Home Chef Partner had used reasonable efforts to mitigate them.

13.4. Notwithstanding any other provision of this Agreement, HomeFooody shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any consequential, incidental, indirect, special, punitive or other such loss or damage, arising under this Agreement.

13.5. Notwithstanding anything contained in this Agreement, the total aggregate liability of HomeFooody under this Agreement whether in contract (including in respect of the indemnity), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising out of or in connection with the performance or contemplated performance of this Agreement shall be limited to HOMEFOOODY.COM

14. DISPUTE REDRESSEL & REFUND POLICY: HomeFooody believes that ensuring customer satisfaction and managing customers’ expectations is prime. Following disputes with regards to the food shall be acknowledged & will be charged to Home Chef.

1. The customer is not accepting the delivery’ in case the food is stale, spoiled, or foreign object found, unhygienic or not edible. In this case the customer is asking for refund the same will be deducted from Home Chef’s account

2. In case the customer is asking to replace the food with fresh food’ Home Chef is responsible to prepare and send new set of food & for which the delivery charges will be borne by Home Chef.

3. Damage of food packing due to poor packing or unbalanced packing & the food is rejected’ Home Chef will be charged and customer will be refunded.

4. If the Home Chef rejects 5 (five) orders continuously or intermittently in a week during the operational hours of the kitchen’ this will result in investigation from HomeFooody team & blocking the Homeprenure’s operations until the investigation results are announced.

5. Any food poisoning/damage of health/death occurred to the customer due to the negligence in food preparation & is proved by investigating agencies’ then the Home Chef is directly liable/answerable to customer. HomeFooody is not liable or take any responsibility of above conditions/situations.

6. Delay occurred from Homeprenure in preparation of food shall be charged to the Home Chef if the customer rejects the order.

7. In the online Food& Beverage FoodTech industry we believe that, “Customer is always Right”, HomeFooody stands on this concept and will only admit & agree the statement made by customer by conducting full investigation to arrive to a decision, if this investigation is in favour of customer then Homeprenure will take the responsibility & monetary damage.

15. Miscellaneous

15.1. Governing Law. This Agreement shall be governed by the Laws of India, for the time being in force and the courts of New Delhi shall have the exclusive jurisdiction to preside over matters arising hereunder. Parties shall first endeavor to resolve their disputes amicably within fifteen (15) days from the date on which the dispute was first notified to the other Party. Failing which, the dispute shall be referred to court. Notwithstanding the same, nothing shall prevent HomeFooody from Obtaining immediate injunctive relief in a court of competent jurisdiction in the event of any actual or threatened breach of the terms of this Agreement by the Home Chef Partner.

15.2. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. The Parties shall negotiate in good faith to replace the invalid or unenforceable provision so far as is practicably possible to give effect to the intentions of the Parties had the original provision not been removed.

15.3. Survival. Notwithstanding the termination of this Agreement, Clause 8 (Confidentiality), Clause 10 (Representations and Warranties), Clause 12 (Termination), Clause 13 (Indemnification) and Clause 14 (Miscellaneous), and such other clauses which by their nature and context are intended by HomeFo0ody to remain binding post the termination of this Agreement, shall survive and remain in effect in accordance with their terms

15.4. Assignment. The Home Chef Partner shall not assign this Agreement without the prior written consent of the other Party, unless otherwise expressly set out in this Agreement. Any purported assignment of this Agreement by the Home Chef Partner without HomeFooody’s written consent will be null and void. This Agreement will be binding on the Parties and their respective successors and permitted assigns.

15.5. Assignment. The Home Chef Partner shall not assign this Agreement without the prior written consent of the other Party, unless otherwise expressly set out in this Agreement. Any purported assignment of this Agreement by the Home Chef Partner without HomeFooody’s written consent will be null and void. This Agreement will be binding on the Parties and their respective successors and permitted assigns.

15.6. Notices. Any notice or other communication given pursuant to this Agreement must be in writing and: (a) sent by electronic mail transmission and (b) sent by registered mail with acknowledgment due, postage prepaid, at the present addresses set forth in this Agreement, unless and until a different address has been given by written notice to the other Party.

15.7. Relationship of the Parties. The Parties shall act in all matters pertaining to this Agreement as independent Parties. Neither Party shall have any authority hereunder, express or implied, to contract on behalf of the other Party with any Person and shall not hold itself out as having such powers or authority. The Agreement is being entered into on a non-exclusive and principal-to-principal basis and does not and shall not be deemed to make either Party an agent, partner or joint venture partner of the other or create any analogous relationship.

15.8. Force Majeure. Neither Party will be liable for any default or delay in the performance of its obligations under this Agreement if such default or delay is caused, directly or indirectly, by any of the following: fire, flood, earthquake or acts of God or terror; riots, civil disorders, rebellions in India; strikes, lockouts, government legislations; (“Force Majeure”).A Party whose performance is prevented, restricted, or interfered with by reason of a Force Majeure condition shall be excused from such performance to the extent of such Force Majeure condition so long as such Party provides the other Party with prompt written notice describing the Force Majeure condition and takes all reasonable steps to avoid or remove such causes of non-performance and immediately continues performance whenever and to the extent such causes are removed. If, due to a Force Majeure condition, the scheduled time of delivery is delayed for more than 15 (fifteen) days, the Party not relying upon the Force Majeure condition may exercise its rights of termination under this Agreement, without liability to the other Party.

15.9. Force Majeure. Neither Party will be liable for any default or delay in the performance of its obligations under this Agreement if such default or delay is caused, directly or indirectly, by any of the following: fire, flood, earthquake or acts of God or terror; riots, civil disorders, rebellions in India; strikes, lockouts, government legislations; (“Force Majeure”). A Party whose performance is prevented, restricted, or interfered with by reason of a Force Majeure condition shall be excused from such performance to the extent of such Force Majeure condition so long as such Party provides the other Party with prompt written notice describing the Force Majeure condition and takes all reasonable steps to avoid or remove such causes of non-performance and immediately continues performance whenever and to the extent such causes are removed. If, due to a Force Majeure condition, the scheduled time of delivery is delayed for more than 15 (fifteen) days, the Party not relying upon the Force Majeure condition may exercise its rights of termination under this Agreement, without liability to the other Party.

15.10. Waiver. No term or provision hereof will be deemed waived, and no variation of terms or provisions hereof shall be deemed consented to, unless such waiver or consent be in writing and signed by the Party against whom such waiver or consent is sought to be enforced. Any delay, waiver, or omission by either Party to exercise any right or power arising from any breach or default of the other Party of any of the terms, provisions, or covenants of this Agreement shall not be construed to be a waiver by such Party of any subsequent breach or default of the same or other terms, provisions, or covenants on the part of the other Party.

15.11. Entire Agreement. This Agreement (including the Schedules hereto entered into pursuant to this Agreement) constitutes the entire, final and exclusive statement of the agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, communications, negotiations and agreements, written or oral, with respect to the subject matter hereof.

15.12. Amendment. This Agreement shall not be amended, altered or modified except by an instrument in writing expressly referring to this Agreement and signed by the Parties.

15.13. Capacity. The Persons executing this Agreement represent and warrant that they have the authority to bind the Party, on whose behalf they are executing this Agreement, to the terms and conditions contained herein.

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