These Terms form part of the Merchant Enrolment Form for Dine in Deals Program (“Form”) and constitute a legally binding agreement made between you, whether personally or on behalf of an entity (the “Merchant”), and Dine in Deals and its affiliates (collectively, “Dine in Deals”), for the provision of listing of Deal(s) by the Merchant on the Dine in Deals Application.
1. DEFINITIONS
a. “Customer” shall mean a user, who purchases the Deal(s) (as defined below) through the Dine in Deals Application.
b. “Commencement Date” shall mean the date set out in the Form or any other such date as notified by Dine in Deals via email, whichever is later, from which the Merchant shall list the Deals for the Customer on the Dine in Deals Application (as defined below).
c. “Customer Data” shall mean any and all identifiable information about Customer provided by the Customer via the Dine in Deals Application, including, but not limited to, Customer’s name, email addresses, phone numbers, and Customer preferences, to be governed by the privacy policy located at https://dineindeals.com/policies/privacy-policy/.
d. “Commission” shall mean the amount payable by the Merchant to Dine in Deals, being a percentage (%) of Net Sales, as set out in the Form.
e. “Deal(s)” shall mean the offerings including but not limited to buffets, brunches, thalis, food and beverage packages and/or combos, party packages, vouchers, ladies night, happy hour deals, etc., curated by the Merchant, from time to time, to be listed and/or displayed on the Dine in Deals Application.
f. “Deal(s) Value” means the total amount in USD set out in the Deal(s) to be purchased by the Customer and shall include applicable taxes and other charges as may be applicable.
g. ”Electronic Payment Mechanism” shall mean the online and mobile based payment mechanisms including third party payment gateways, credit card/debit card/net banking transfer and/or e-wallets and/ or any loyalty points that are available on the Dine in Deals Application for the purposes of purchasing Deal(s), payable by the Customer.
h. “Information” shall mean the information set out and provided along with the Form, Dine in Deals Dashboard and includes any information which is supplied by the Merchant to Dine in Deals under these Terms such as the Deal(s) price list, offerings, rates at which taxes are charged by the Merchant to the Customer, specific terms and conditions pertaining to Deal(s), or any other information the Merchant is under an obligation to supply to Dine in Deals (a) immediately on the Execution Date; or
(b) within one (1) day from any change in such information.
i. “Merchant” shall mean the owner of the Restaurant as mentioned in the Form.
j. “Menu Item Categorisation” means tagging with respect to Deal(s) between Restaurant Service and Supply of Foods and Beverages Items (as defined below) as confirmed by the Merchant to Dine in Deals.
k. “Net Sales” means the Deal(s) Value payable by a Customer to the Merchant towards purchasing of the Deal(s) availed by the Customer offered by the Merchant.
l. “Parties” shall mean Dine in Deals and the Merchant.
m. “Restaurant” means the establishment(s) owned and/or operated by the Merchant for which the Merchant is curating the Deal(s) under the Form and these Terms.
n. ”Restaurant Service” means supply by way of service of food and beverages items attracting tax under Section 9(5) of the Central Goods and Services Tax Act, 2017, listed on the Menu from time to time, sold by the Merchant, listed and advertised by the Merchant on the Platform.
o. “Services” shall mean the services offered by Dine in Deals to the Merchant, on and from the Commencement Date, such as listing of the Deal(s) on the Dine in Deals Application and/or facilitation of purchasing the Deal(s) by the Customers via the Dine in Deals Application.
p. “Supply of Food and Beverages“ Items means supply of any food and beverages items, made by the Merchant through the Platform, other than Restaurant Service attracting tax under Section 9(5) of the Central Goods and Services Tax Act, 2017.
q. “Transaction” shall mean each instance where the Customer redeems the Deal(s) at the Restaurant.
r. “Validity Period” means the duration within which Deal(s) can be redeemed by the Customers. For clarity, the validity period for each Deal may be different, as may be determined by the Merchant from time to time.
s. “Dine in Deals Application” means the mobile application, owned and operated by Dine in Deals.
t. “Dine in Deals Dashboard” means the Dine in Deals owned merchant interface platform, the access to which is provided by Dine in Deals to the Merchant for curating and listing the Deal(s) on the Dine in Deals Application.
2. MERCHANT COVENANTS
a. The Merchant hereby agrees to curate and list the Deal(s) for the Customers in accordance with the terms and conditions set out in the Form and these Terms on and from the Commencement Date.
b. The Merchant shall ensure that it has all rights, title, and interest in the content pertaining to the content of the Deal(s) shared by the Merchant with Dine in Deals including but not limited to any artwork(s), creative(s), logo(s), picture(s), video(s), music, and write-up(s), banner(s), image(s) to be displayed on the Dine in Deals Application (“Content”). The Merchant hereby grants Dine in Deals a non-exclusive, royalty-free, irrevocable and perpetual right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, upload and display the Content, on the Dine in Deals Application.
c. The Merchant shall provide all Content with respect to the Deal(s) to be used for the purpose of promotions on the Dine in Deals Application.
d. The Merchant shall ensure that the Deal(s) and/or Content is compliant with the applicable laws and the content guidelines as set out in these Terms.
e. The Merchant shall extend the Deal(s) to Customers on all days and at all times during the operational hours of the Restaurant.
f. The Merchant acknowledges that Dine in Deals shall in no manner be liable for the Content displayed on the Dine in Deals Application, when such Content is provided by the Merchant. The Merchant hereby agrees and acknowledges that Dine in Deals shall be authorised to use the logo and brand name of the Merchant as the case may be for the purpose of advertisement of the Deal(s).
g. The Merchant shall ensure that it has the necessary consents, permits, no-objection, approvals, rights, including the intellectual property rights from the relevant third-party(ies), with whom the Merchant has entered into a collaboration for the Deal(s). The Merchant hereby warrants that it has the necessary rights to further sub-license such intellectual property rights to Dine in Deals, for enabling the Merchant to list and display the Deal(s) on the Dine in Deals Application.
h. The Merchant hereby permits Dine in Deals to advertise and extend the Deal(s) to the Customer on behalf of the Merchant.
i. The Deal(s) cannot be combined with any other offers or discounts or deals, or combos extended by Merchant or Dine in Deals or any other third party.
j. The Merchant hereby authorizes Dine in Deals to collect the Deal(s) Value from the Customer on behalf of the Merchant for the Deal(s).
k. The Merchant shall not, directly or indirectly discriminate, discourage, solicit or refuse a Customer from availing the Deal(s).
l. The Merchant permits Dine in Deals to deduct the Commission from the Deal(s) Value and Tax Deducted at Source (“TDS”) as per applicable law and transfer such remaining amounts to the Merchant in accordance with the payment settlement process set out in the Form. TDS shall be deducted by Dine in Deals at applicable rates on the Net Sales. Dine in Deals shall provide a proof of such TDS deduction (Form 16A) within the time stipulated under the applicable law. In case of non-receipt of TDS credit, the Merchant shall have a right to claim such TDS amount as recoverable from Dine in Deals.
m. If as per applicable tax laws, the Merchant is liable to deduct TDS on the Commission payable to Dine in Deals, then Merchant shall deposit such TDS from its own pocket to the credit of Central Government and shall claim a refund of such TDS from Dine in Deals upon submission of TDS certificate (Form 16A) within the time stipulated under the applicable law. In case of non-receipt of TDS credit, Dine in Deals shall have a right to claim back such TDS amount as recoverable from the Merchant.
n. The Merchant will not charge any additional amount, over and above the Deal(s) Value, from the Customer purchasing the Deal(s) via the Dine in Deals Application.
o. The Merchant hereby permits Dine in Deals to contact the Merchant by phone, email, SMS, or other modes of communication, including whatsapp, for the purpose of facilitating purchasing of Deal(s) or any issue in connection with the Deal(s) and/or giving feedback.
p. The Merchant shall strictly abide by the content of the Deal(s) inclusions that are being offered by the Merchant under the Deal(s) and shall provide all the Services/items as mentioned in the Deal(s) by the Merchant.
q. The Merchant agrees and acknowledges that Dine in Deals reserves the right to advertise the Deal(s) extended by other merchants as well, as a part of other services as well.
r. Notwithstanding anything otherwise set out herein, the Merchant shall, at all times remain, solely liable for
(a) the goods and/or services, rendered to a Customer at the Restaurant;
(b) any in-person interactions with the Customer by the Merchant and or its representatives;
(c) payment of all applicable taxes and statutory dues with respect to the goods and services offered and charged by the Merchant at the Restaurant to the Customer and compliance with all applicable laws;
(d) the Customer’s experience at the Restaurant; and/or
(e) in the event the Merchant or its representative do not honor the Deal(s) which a Customer desires to avail. Dine in Deals reserves the right to contact the Customer telephonically or via email and/ or SMS or by any other means of communication regarding the Customer’s experience and such response of the Customer shall be communicated by Dine in Deals to the Merchant.
s. The Merchant hereby represents to Dine in Deals that it is in compliance with all rules and regulations prescribed by extant excise laws and that it has a valid license to sell liquor and/or alcoholic beverages at the Restaurant.
t. The Merchant hereby represents and warrants that it is in compliance with the applicable GST laws and other indirect tax laws and the requirements mentioned therein.
u. The Merchant hereby represents to Dine in Deals that it has requisite FSSAI licence and/or any other applicable licenses, permissions, consents required for the services and activities that will take place at the Restaurant and Dine in Deals shall not be liable for any non-compliance of such licenses by the Merchant.
v. The Merchant will ensure that the Information provided to Dine in Deals is current and accurate. Where the Merchant has a unilateral right to access to Dine in Deals Dashboard to edit and update the Information which is displayed on the Dine in Deals Application for the Deal(s), the Merchant should ensure that it (i) keeps such information true, accurate and updated at all times; and (ii) complies with Dine in Deals’s internal terms and conditions of use in this regard.
w. Merchant shall confirm to Dine in Deals its Menu Item Categorisation between Restaurant Service and Supply of Foods and Beverages Items for Deal(s) listed on platform. Menu Item Categorisation as confirmed by the Merchant shall be consumed by Dine in Deals for the purpose of undertaking necessary compliance with the applicable laws. In the event of a dispute in Menu Item Categorisation, the Merchant undertakes to make good any losses incurred by Dine in Deals on account for any mis-declaration or mis-representation of facts.
x. The Merchant shall fulfil the services at the Restaurant to the Customer if the Customer is present at the Restaurant and wants to redeem the Deal(s). In case of any discrimination in fulfilment of service by the Merchant, Dine in Deals reserves the right to levy a penalty on the Merchant, equivalent to an amount up to 5 times the Deal(s) Value.
y. The Merchant acknowledges and agrees that the Deal(s) once determined and made available via the Dine in Deals Platform may be modified by the Merchant, after giving due notice to Dine in Deals. However, the listing of the Deal(s) is subject to Dine in Deals’s approval in accordance with its guidelines. Dine in Deals reserves the right to reject or remove the Deal(s) at any time, for reasons communicated to the Merchant.
z. The Merchant hereby agrees and acknowledges that Dine in Deals has no role or responsibility towards the Deal(s) hosted by Merchant and shall not be liable to the Merchant or the Customer for any claim relating to the Deal(s).
aa. Dine in Deals shall determine, in its sole discretion, the placement, and positioning of the Deal(s) on the Dine in Deals Application and reserves the right to reject or remove the Deal(s) at any time, for reasons communicated to the Merchant.
bb. Dine in Deals does not guarantee the reach or turnover or attendance of customers to the Restaurant who have purchased the Deal(s) and shall not be responsible for any loss occurred to the Merchant due to any such reasons.
cc. The Merchant shall be solely responsible for any loss, damage, or injury caused to third parties, including Customers, for any reason that is attributable to the Merchant.
dd. The Merchant shall be responsible for procuring all the relevant licenses that are required to curate a Deal(s) and Dine in Deals shall not be liable to the Merchant or the Customer on account of any non-compliance by the Merchant in respect of the Deal(s).
ee. Since Dine in Deals acts only as a booking agent, it shall not be liable for any acts or omissions on part of the Merchant including deficiency in service, performance, quality of food, time taken to serve or any other experience of the Customer at the Restaurant.
ff. The Merchant acknowledges and confirms that Dine in Deals shall pay the Deal(s) Value to the Merchant only for the Deal(s) which gets redeemed at the Merchant Restaurant by the Customer and Merchant entering the valid details of the Deal(s) for redemption.
gg. If the Customer fails to redeem the Deals(s) during the Validity Period of the Deal(s) and the Deal(s) gets expired, the Merchant expressly waives any right to claim payment for such expired Deal(s) from Dine in Deals and Dine in Deals shall only be liable to make payment to the Merchant for the Deal(s) specifically redeemed by the Customer.
3. DEAL(S) CONTENT GUIDELINES FOR MERCHANT
a. For the purpose of Deal(s), the Merchant shall ensure that any Content uploaded by the Merchant on the Dine in Deals Application shall be subject to relevant Local, State or Federal Laws and of the state of use and may be disabled, or and may be subject to investigation under applicable laws. Further, if the Merchant is found to be in non-compliance with the laws and regulations, these Terms, or the privacy policy of the Dine in Deals Platform, Dine in Deals shall have the right to immediately block the Merchant’s access to usage of the Dine in Deals Application and Dine in Deals shall have the right to reject, remove, or delete the non-compliant Content posted by the Merchant and shall further have the right to take appropriate recourse to such remedies as would be available to it under various statutes.
b. The Merchant acknowledges that Dine in Deals has no obligation to monitor the Merchant’s – or anyone else’s – access to or use of the Dine in Deals Application for violations of these Terms, or to review or edit the Content. However, Dine in Deals reserves the right to do so for the purpose of operating and improving the services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms and to comply with applicable law or the order or requirement of legal process, a court, consent decree, administrative agency or other governmental body.
c. The Merchant agrees to assure Dine in Deals that the Dine in Deals Application shall be used for lawful purposes only and that the Merchant will not violate laws, regulations, ordinances or other such requirements of any applicable central, state or local government or international law(s).
4. Dine in Deals COVENANT’S
a. Dine in Deals will provide Electronic Payment Mechanism to the Customers to make payment towards purchasing the Deal(s).
b. Dine in Deals shall provide the Merchant access to the Dine in Deals Dashboard where Merchant shall list the Deal(s) along with the packages (if applicable) offering to the Customers.
c. Dine in Deals will transfer to the Merchant the Deal(s)Value collected from the Customers, less the Commission, applicable taxes and/or any other amounts, charges (if any) that are due to Dine in Deals.
d. Dine in Deals will collect and deposit Tax Collected at Source (TCS) as per provisions of Section 52 of Central Goods and Services Tax Act, 2017 on the Deal(s) Value with respect to Deal(s) categorised as Supply of Food and Beverages Items other than supply of Restaurant Service, at such rates as required by the applicable tax laws.
e. Dine in Deals will collect and pay taxes as per Section 9(5) of Central Goods and Services Tax Act, 2017, on Deal(s) Value with respect to Deal(s) categorised as supply of Restaurant Service, at such rates as required by the applicable tax laws.
f. Dine in Deals will deduct TDS u/s 194O of the Income-tax Act, 1961 at the rate applicable from time- to time, from the Deal(s) Value.
g. Dine in Deals will have the right to remove/suspend the Content pertaining to the Deal(s) hosted by the Merchant from the Dine in Deals Application at any time at its sole discretion, with prior notice to the Merchant.
h. An order summary/receipt to be shared with the Customer(s) upon purchase of Deal(s). Dine in Deals shall ensure that all particulars required to be captured in such document as mutually agreed with Merchant. Dine in Deals shall raise a tax invoice on the Customer on behalf of the Merchant upon redemption of Deal(s) categorised supply of Restaurant Service.
5. COMMISSION
a. In consideration to the Services, the Merchant shall pay to Dine in Deals, Commission at the rates set out in the Form.
b. The Parties hereby agree that from time to time, Dine in Deals may change the Commission rates or include any additional charges/ fee, provided however, that Dine in Deals shall communicate any such change(s) via email or any other modes of communication to the Merchant with a prior intimation of forty-five (45) days.
6. Payment Settlement Process
a. The Merchant acknowledges and agrees that any Net Sales which is collected by Dine in Deals for, and on behalf of the Merchant in accordance with these Terms, shall be passed on by Dine in Deals to the Merchant subject to the deduction of the below mentioned amounts by Dine in Deals:
i. Commission and any taxes as applicable thereon;
ii. Taxes as applicable;
iii. Any other amounts or charges that are due to Dine in Deals under the Form and/or the Terms.
b. Notwithstanding anything to the contrary contained in these Terms or the Form, the Merchant, on behalf of itself and all its affiliates, hereby unconditionally and irrevocably authorizes Dine in Deals to set off, withhold and deduct any amounts owed by the Merchant or its affiliates to any Dine in Deals Group Company under any agreement, arrangement or understanding between the Dine in Deals Group Company and the Merchant or its affiliates, from the Net Sales, and apply such amounts towards the dues owed by the Merchant or its affiliates to the Dine in Deals Group Company. Without prejudice to the other provisions of the Form or these Terms, and solely for the purposes of this Clause 6(b), the Merchant hereby agrees, acknowledges and confirms that the amounts so set off, withheld and applied in the aforesaid manner shall be deemed to form part of the Commission payable by the Merchant to Dine in Deals under the Form and these Terms. For purposes of the provisions of this Clause 6(b), the term Dine in Deals Group Company shall be deemed to include any of Dine in Deals’s current and former, direct and indirect, subsidiaries and/or controlled affiliates as well as any successor to Dine in Deals or all or any material portion of the businesses and/or assets of Dine in Deals or any successor thereto or any of its direct and indirect, subsidiaries and/or controlled affiliates.
c. The Parties acknowledge and agree that after the deduction of the aforementioned amount set out in Clause 6(a) and 6(b), Dine in Deals shall remit the Net Sales due to the Merchant as per the Payment Settlement Day set out in the Form.
d. If the Payment Settlement Day falls on a bank holiday/or a non -business day, the payment shall be processed on the next working day.
e. The Merchant acknowledges and agrees that Dine in Deals will provide the Merchant with a monthly invoice within a period of 7 (seven) days from the last date of the preceding month for the Commission, and other amounts, charges that are due and payable by the Merchant to Dine in Deals under the Forms and these Terms.
f. Invoices will be sent to the Merchant on dashboard access provided to the Merchant by Dine in Deals. All invoices shall be issued from the registered office of Dine in Deals in relevant State from where the services are being performed by Dine in Deals in order to comply with the provisions of Goods & Services Tax (GST) laws applicable in India. The list of Dine in Deals’s registered offices is available at https://dineindeals.com/policies/privacy-policy/.
g. The Merchant acknowledges and agrees that all amounts that are payable to Dine in Deals under these Terms shall be exclusive of the applicable taxes and that all applicable taxes will be charged separately.
h. Notwithstanding anything to the contrary herein, the Merchant is, and will be, responsible for all taxes, payments, fees, and any other liabilities associated with the computation, payment, and collection of taxes in connection with the Bill and the Merchant’s use of the Dine in Deals Application. It is clarified that Dine in Deals will not be liable for payment of any taxes that the Merchant is liable to pay in connection with the supply of food and beverages which shall be provided by the Merchant to the Customers in accordance with these Terms and that the Merchant hereby undertakes to indemnify, defend and hold harmless, Dine in Deals and each of its affiliates and (as applicable) all of their directors, officers employees, representatives and advisors against any tax liability that may arise against Dine in Deals on account of the non- payment of taxes by the Merchant under these Terms. The Merchant will be required to deposit relevant taxes, including tax deducted at source (TDS) on the commission payable to Dine in Deals. However, in case where Dine in Deals withholds its Commission before remitting the settlement dues to the Merchant, Dine in Deals shall refund the TDS to the Merchant subject to submission of the TDS certificate on a quarterly basis within sixty (60) days from the end of the quarter.
i. Notwithstanding the aforesaid, Dine in Deals reserves the right to set off, withhold and/or deduct the payments that are due to Dine in Deals under the Form against any payments that are payable by Dine in Deals under any other agreement or arrangement between Dine in Deals and the Merchant or its affiliates.
7. TERM AND TERMINATION
a. The arrangement between the Parties shall commence from the Commencement Date and shall be valid and binding on the Parties, unless terminated in accordance with these Terms.
b. Either Party may terminate the Form and these Terms by issuing a thirty (30) days prior written notice of termination to the other Party.
c. Notwithstanding anything contained herein, Dine in Deals reserves the right to forthwith terminate the Form and these Terms or suspend the Service by stopping the display of the Deal(s) on the Dine in Deals Application in the event the Merchant breaches any of these Terms or is in breach of any applicable laws or upon the happening of any of the insolvency events such as bankruptcy, appointment of receiver, administrator, liquidator, winding up, or dissolution. Dine in Deals shall not return or refund any amount(s) paid by the Merchant, for any termination due to breach of these Terms by the Merchant.
d. In the event of termination of the Form and/or these Terms by the Merchant before the redemption of the Deal(s), Dine in Deals reserves the right to set off, withhold and/or deduct the amount of such refunds that may be issued by Dine in Deals to the Customers on behalf of the Merchant, against any payments that are payable by Dine in Deals to the Merchant under any other agreement or arrangement between Dine in Deals and the Merchant or its affiliates.
e. The Merchant hereby agrees and acknowledges that Dine in Deals shall exercise its right to terminate the Form and these Terms in accordance with this clause and the arrangement shall be deemed to be completed and fulfilled with the Merchant by Dine in Deals without any liability to the Merchant under the Form and these Terms.
8. LICENSE
Merchant hereby grants Dine in Deals an unrestricted, non-exclusive, royalty-free license in respect of the Content and/or Information provided to Dine in Deals by the Merchant for the purposes of inclusion on the Dine in Deals Application and as may be otherwise required under the Form. This includes, but is not limited to, a) use of the Merchant’s name in the context of Google ad words to support advertising and promotional campaigns to promote Deal(s) on internet which may be undertaken by Dine in Deals b) preparation of derivative works of, or incorporate into other works, all or any portion of the marketing materials which will be made by Dine in Deals for the purposes of its business. Any Content with respect to the Merchant to be used for the purpose of promotions on the Dine in Deals Application which the Merchant transmits or submits to Dine in Deals either through the Dine in Deals Application or otherwise shall be considered and may be treated by Dine in Deals as non-confidential, subject to Dine in Deals’s obligations under relevant data protection legislation. The Merchant also grants to Dine in Deals a royalty-free, perpetual, irrevocable, non-exclusive license to use, copy, modify, adapt, upload, translate, publish and distribute world-wide any Content for the purposes of providing services under these Terms or to or for the purposes of advertising and promotion of the Dine in Deals Application. The Merchant agrees that all information provided to Dine in Deals that is published, may be relied upon and viewed by Customers to enable them to make decisions.
9. CONFIDENTIALITY
Any confidential or proprietary information of either party, whether of a technical, business or other nature, including, but not limited to consumer information/ Customer Data, trade secrets, know-how, technology and information relating to customers, business plans, promotional and marketing activities, finances and other business affairs, including but not limited to these Terms (collectively, “Confidential Information”) disclosed to the receiving party by the disclosing party, including Confidential Information disclosed before the date of signing the Form, will be treated by the receiving party as confidential and proprietary. These Terms shall be considered Dine in Deals’s Confidential Information. Unless specifically authorized by the disclosing party, the receiving party will: (a) not use such Confidential Information except as authorized by the disclosing party; (b) not disclose such Confidential Information to any third party; and (c) otherwise protect such Confidential Information from unauthorized use and disclosure to the same extent that it protects its own Confidential Information of a similar nature. This clause will not apply to any information that: (i) was already known to the receiving party, other than under an obligation of confidentiality, at the time of disclosure by the disclosing party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving party; (iii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving party in breach of these Terms; (iv) was disclosed to the receiving party, other than under an obligation of confidentiality, by a third party who had no obligation to the other party not to disclose such information to others; or (v) was developed independently by the receiving party without any use of Confidential Information.
10. WARRANTY AND INDEMNITY
a. Merchant warrants that if the Merchant ceases to do business, closes operations for a material term, then the Merchant shall provide Dine in Deals a thirty (30) days prior written notice, failing which the Merchant shall indemnify Dine in Deals for any claims or dispute that may arise on account the aforementioned acts of the Merchant.
b. The Merchant hereby unconditionally represents to Dine in Deals that it shall at all times be in compliance with the conditions imposed upon it by any license issued by any rule/regulation/statute.
c. Merchant will ensure that it complies with and remains in compliance with all applicable local laws and all other applicable legislation, regulations or standards.
d. The Merchant agrees to indemnify and holds Dine in Deals 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:
i. on account of breach of these Terms by the Merchant;
ii. in respect of, arising out of, or in connection with the Deal(s) curated by the Merchant;
iii. the services offered by the Merchant;
iv. the Content shared by the Merchant with Dine in Deals and/or on the Dine in Deals Application;
v. any statutory proceedings which may arise out of any acts of omission or commission by the Merchant in relation to the applicable excise laws;.
vi. on account of any non-compliance of a condition under the license issued by any rule/regulation/statute.
e. Dine in Deals warrants that it will undertake its obligations with reasonable skill and care. Dine in Deals does not warrant that the Dine in Deals Application will be available on an uninterrupted or error-free basis, or that it shall be accessible by the Customers for any specified periods of time (number of days in week/month/year). The Merchant acknowledges that the Dine in Deals Application may have interruptions on account of maintenance, technical outages, or similar constraints not within the control of Dine in Deals. If errors occur, it will use its best endeavours to resolve these as quickly as possible.
11. CUSTOMER DATA
12. 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 these Terms and the Form, including liability expressly provided for under these Terms and the Form or arising by reason of the invalidity or unenforceability of any these Terms or the terms of the Form. Dine in Deals does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, Dine in Deals shall not be under any Liability for loss of actual or anticipated profits, loss of goodwill, loss of business, loss of revenue or of the use of money, loss of contracts, loss of anticipated savings, loss of data and/or undertaking the restoration of data, any special, indirect or consequential loss, and such liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of any doubt, this clause shall apply whether such damage or loss is direct, indirect, consequential or otherwise. Although Dine in Deals will use its best endeavours to ensure that the unintentional operational errors do not occur, Dine in Deals cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, Dine in Deals’s aggregate liability under these Terms and the Form shall not exceed the Deal(s) Value under which the claim arose.
13. General
a. These Terms shall not be assigned by the Merchant without the prior written consent of Dine in Deals. Any purported transfer, assignment, or delegation without such prior written consent shall be null and void. Dine in Deals may assign or transfer these Terms for any reason to any person. Subject to the foregoing, these Terms shall bind and inure to the benefit of each party’s successors and permitted assigns.
b. These Terms shall be governed by the Local, State or Federal Laws, for the time being in force and the courts of New Delhi shall have the exclusive jurisdiction to preside over matters arising hereunder.
c. Neither party will be liable to the other party for any failure or delay in performance caused by reasons beyond its reasonable control, including but not limited to acts of God, epidemics, earthquakes, strikes, lockdowns, civil disturbances, or similar causes.
d. All notices, demands or consents required or permitted under these Terms shall be provided (i) by email or (ii) in writing and personally delivered or sent by telecopy, telegram or registered or certified mail, return receipt requested, or by a reputable overnight carrier to the address designated by the other party and will be deemed to have been served when delivered, or if delivery is not accomplished by some fault of the addressee, when tendered. If, to Dine in Deals, such papers must be sent to paul@dineindeals.app to the attention of the Legal Department. The communications between the Merchant and Dine in Deals may employ electronic means, such as email or notifications provided by Dine in Deals to the Merchant. The Merchant agrees (i) to receive communications from Dine in Deals in an electronic form, and (ii) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Dine in Deals provides electronically satisfy any legal requirement that such communications would satisfy if they were in writing.
e. If any provision in these Terms is or becomes illegal, invalid or unenforceable in any respect under applicable law, neither the legality, validity nor the enforceability of the remaining provisions will in any way be affected or impaired. Further, the parties will negotiate, in good faith, a substitute, valid and enforceable provision which most nearly affects the parties’ intent in relation to the provision that has been held to be illegal, invalid or unenforceable.
f. The Merchant acknowledges that the business and assets of Dine in Deals may be sold in the future and consents to the transfer or disclosure of its personal information and these Terms to any purchaser of the business of Dine in Deals or its assets if that outcome occurs.
g. By signing the Form, the Merchant acknowledges and agrees to be bound by Dine in Deals’s privacy policy (https://dineindeals.com/policies/privacy-policy/). Merchant will immediately notify Dine in Deals if it becomes aware of or suspects any unauthorised use or access to the user data or any other Confidential Information of Dine in Deals, and shall cooperate with Dine in Deals in investigation of such breach and the mitigation of any damage.
h. Dine in Deals reserves the right to modify these Terms after prior notice and without liability to the Merchant. Any such changes will be effective immediately upon the changes being reflected on these Terms. In the event, Dine in Deals modifies the Services or these Terms and the Merchant does not wish to avail the Services, the Merchant reserves the right to terminate the Form and/orTerms in accordance with the provisions of these Terms.
i. Dine in Deals reserves the right to discontinue the Dine in Deals Deal(s) program at its own discretion at any time, by providing a seven (7) days notice without liability to the Merchant.
j. The relationship of Dine in Deals and the Merchant is one of independent contractors, and nothing contained in these Terms will be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow the Merchant to create or assume any obligation on behalf of Dine in Deals for any purpose whatsoever. All financial obligations associated with Merchant’s business are the sole responsibility of the Merchant.
