Restaurant Partner Agreement & Platform Guidelines

Harkara AI Private Limited | Jaipur, Rajasthan, India | team@harkara-ai.in | harkara.in / harkara-ai.in

1. Definitions and Interpretation

1.1 Definitions

In this Agreement, the following terms shall have the meanings assigned below:

1.2 Interpretation

In this Agreement: (a) the singular includes the plural and vice versa; (b) references to Clauses are to clauses of this Agreement; (c) headings are for convenience only and shall not affect interpretation; (d) the word “including” means “including without limitation”; (e) any reference to a statute includes its subordinate legislation and any amendment thereof; and (f) obligations of the Partner under this Agreement are obligations of the entity registered as a Partner, including its authorised representatives and employees.

2. Nature of Relationship

2.1 The Company operates as a technology intermediary and digital marketplace platform under Section 79 of the Information Technology Act 2000. The Company facilitates discovery, reservations, and food ordering between Customers and Partners by providing technology infrastructure. The Company does not prepare, cook, package, store, or deliver food or beverages.

2.2 Nothing in this Agreement shall be construed as creating a partnership, joint venture, employment relationship, agency, or franchise between the Company and the Partner. The Partner is and shall at all times remain an independent contractor.

2.3 The Company acts as a limited agent of the Partner solely for the purpose of collecting payments from Customers on the Partner’s behalf through the Platform, subject to the settlement terms in Clause 11. The Company is not a party to the contract for the supply of food and beverages between the Partner and the Customer.

2.4 The Company shall not be liable for any acts, omissions, negligence, or breach of Applicable Law by the Partner. All liability in relation to food quality, safety, service, pricing, and order fulfilment rests exclusively with the Partner.

3. Partner Eligibility and Onboarding

3.1 Eligibility Requirements

To be eligible to register and list on the Platform, the Partner must:

• be a legal entity or individual proprietor lawfully carrying on a food business in India.
• hold all valid licences, permits, and registrations required to operate a food business under Applicable Law, including a valid FSSAI licence or registration, as applicable.
• be GST registered where required under the GST laws.
• maintain a valid and active bank account in India in the name of the food business.
• not be subject to any legal proceedings, insolvency proceedings, or regulatory orders that would prevent or impair the Partner’s ability to fulfil its obligations under this Agreement.

3.2 Onboarding Process

3.2.1 The onboarding process shall include submission of the following documents through the Platform or as directed by the Company: (a) valid FSSAI licence/registration certificate; (b) GST registration certificate; (c) PAN card of the business or proprietor; (d) bank account details and cancelled cheque; (e) proof of business registration (Certificate of Incorporation, Partnership Deed, or equivalent); and (f) any other documents requested by the Company or Razorpay for KYC verification.

3.2.2 The Company reserves the right to approve or reject any Partner application at its sole discretion and without assigning reasons. Approval of an application does not guarantee continued listing on the Platform.

3.2.3 KYC verification through Razorpay must be completed within two (2) to three (3) business days of account activation to enable payment settlements. Failure to complete KYC within this period may delay or suspend settlement of Order proceeds to the Partner.

4. Platform Services Provided to Restaurant Partners

Subject to the terms of this Agreement, the Company shall provide the following services to the Partner through the Platform:

• A dedicated Partner listing page displaying the Partner’s name, location, operating hours, menu, pricing, and transparency signals.
• A reservation management system enabling Customers to book dining slots at the Partner’s establishment.
• A pre-ordering and takeaway order management system enabling Customers to place advance food and beverage orders.
• Integration with Razorpay for payment processing, collection, and daily settlement.
• GPS proximity-based kitchen preparation trigger notifications for Takeaway Orders and Dine-In Pre-Orders. GPS location data is not stored by the Company and is not transmitted to the Partner; the Partner receives only a preparation trigger notification generated by the Platform’s proximity algorithm.
• QR Table Manager: a tool enabling the Partner to generate unique QR codes for each table at the Partner’s premises. Customers may scan the QR code to be redirected to the Harkara application (if installed) or the web portal at orders.harkara-ai.in, where they may view the menu and place Walk-In Orders directly from the table.
• AI-generated estimated nutritional information (labelled as estimates) for menu items, generated through the Google Gemini API.
• Access to a Partner dashboard for managing menus, Orders, Reservations, and reviewing Customer feedback.
• Analytics and performance data relating to the Partner’s Orders and Customer engagement on the Platform.

5. Partner Representations and Warranties

The Partner represents, warrants, and undertakes to the Company, on the date of entering into this Agreement and on a continuing basis throughout the term of this Agreement, that:

• it is duly incorporated, registered, or otherwise constituted as a legal entity or individual proprietor under Applicable Law and has full legal capacity and authority to enter into and perform its obligations under this Agreement.
• it holds and shall maintain all licences, permits, and registrations necessary to operate a food business under Applicable Law, including a valid FSSAI licence or registration throughout the term of this Agreement.
• it is and shall remain compliant with all food safety, hygiene, sanitation, and consumer protection laws applicable to its food business.
• all Partner Content provided to the Company for display on the Platform is accurate, complete, not misleading, and does not infringe any third-party rights.
• it has not and shall not engage in any fraudulent, deceptive, or illegal conduct in connection with its use of the Platform.
• it will promptly notify the Company in writing if any of the foregoing representations and warranties cease to be true or accurate at any time during the term of this Agreement.

6. Partner Obligations

6.1 General Obligations

6.1.1 The Partner shall at all times: (a) fulfil all Orders placed through the Platform with the same level of quality, care, and diligence as it applies to orders received through any other channel; (b) honour all Reservations confirmed through the Platform; (c) maintain adequate staffing, ingredients, and operational capacity to fulfil Orders and Reservations; and (d) provide courteous and professional service to all Customers arriving through the Platform.

6.1.2 The Partner must ensure that the Platform and Partner dashboard are monitored during all operating hours and that Orders are accepted or rejected promptly (within a reasonable time as specified in the Platform guidelines, typically within ten (10) minutes of placement).

6.2 Menu and Pricing Obligations

6.2.1 The Partner is solely responsible for the accuracy, completeness, and timeliness of all menu information, including item names, descriptions, pricing, and availability, displayed on the Platform. The Partner shall promptly update menu information through the Partner dashboard to reflect any changes in pricing, availability, or item composition.

6.2.2 Prices displayed on the Platform must be consistent with prices charged to walk-in Customers for equivalent items. The Partner must not charge Customers higher prices through the Platform than it charges for equivalent in-person orders. Any price differential permitted must be clearly disclosed.

6.2.3 The Partner must clearly indicate on its Platform menu if any items are subject to seasonal availability, limited quantity, or other constraints.

6.3 Order Fulfilment

6.3.1 Dine-In Pre-Orders: Upon confirmation of a Dine-In Pre-Order by the Partner, the Partner is obligated to have the pre-ordered items available and ready for the Customer at the reserved dining slot. Dine-In Pre-Orders may not be cancelled by the Partner without valid cause.

6.3.2 Takeaway Orders: The Partner shall prepare Takeaway Orders in time for collection by the Customer, utilising GPS data provided through the Platform to optimise preparation timing. The Partner must maintain food at the appropriate serving temperature until collected.

6.3.3 Partner-Initiated Cancellations: If the Partner cancels a confirmed Order for any reason, the Customer shall be entitled to a full refund of the Order value. Repeated Partner-initiated cancellations may result in visibility penalties, reduced search ranking, or suspension of the Partner’s listing at the Company’s sole discretion.

7. Food Safety and Regulatory Compliance

7.1 The Partner bears sole and exclusive responsibility for compliance with all provisions of the Food Safety and Standards Act 2006, the Food Safety and Standards (Licensing and Registration of Food Businesses) Regulations 2011, the Food Safety and Standards (Food Products Standards and Food Additives) Regulations 2011, and all other FSSAI regulations and guidelines applicable to its food business.

7.2 The Partner shall at all times: (a) maintain a valid and current FSSAI licence or registration and display it at its premises; (b) comply with all conditions attached to its FSSAI licence or registration; (c) maintain adequate food safety management systems and hygiene standards; (d) ensure all food handlers are trained in food safety and hygiene practices; and (e) comply with all applicable labelling requirements.

7.3 The Partner shall maintain accurate records of all ingredients used, sources of ingredients, allergen information, and nutritional data for items listed on the Platform. The Partner is solely responsible for the accuracy of allergen declarations and shall ensure that allergen information displayed on the Platform is current and accurate.

7.4 In the event of a food safety incident (including foodborne illness, contamination, or adverse reaction) arising from food or beverages supplied by the Partner to a Customer through the Platform, the Partner shall: (a) take immediate remedial action; (b) notify the Company within twenty-four (24) hours; (c) cooperate fully with any investigation by the Company, regulatory authorities, or law enforcement; and (d) indemnify the Company in accordance with Clause 17.

7.5 The Company reserves the right to suspend or terminate the Partner’s listing immediately upon becoming aware of a food safety incident or regulatory non-compliance, pending investigation. The Company may also report such incidents to FSSAI or other regulatory authorities as required by Applicable Law.

8. Menu Management and Item Descriptions

8.1 The Partner is responsible for uploading and maintaining accurate, complete, and current menu information through the Partner dashboard. This includes item names, descriptions, ingredients, allergens, pricing, dietary information, and item images.

8.2 The Partner must ensure that photographs and images uploaded to the Platform accurately represent the food items as prepared and served. The use of misleading or significantly enhanced images is prohibited.

8.3 The Company may, using the Google Gemini API, generate estimated nutritional information for the Partner’s menu items. The Partner acknowledges that such AI-generated estimates are labelled as such and do not represent verified nutritional data. The Partner must promptly notify the Company if any AI-generated information is materially inaccurate or potentially harmful to Customers with allergies or medical conditions.

8.4 The Partner grants the Company a non-exclusive, royalty-free licence to use, reproduce, and display Partner Content (including menus, descriptions, photographs, and branding materials) on the Platform for the purpose of providing the Services under this Agreement.

9. Transparency and Disclosure Standards

9.1 Voluntary Disclosures

9.1.1 Partners are encouraged to provide Transparency Signals on the Platform. These may include, without limitation, disclosures regarding: (a) types of cooking oils and fats used; (b) sources of key ingredients (local, organic, etc.); (c) hygiene certifications held; (d) allergen management practices; (e) use of preservatives or artificial additives; and (f) sustainability and sourcing practices.

9.2 Accuracy and Truthfulness

9.2.1 All Transparency Signals provided by the Partner must be accurate, truthful, and not misleading. The Partner must not make false or exaggerated claims regarding the quality, sourcing, safety, or certification of its food or kitchen practices.

9.2.2 The Company does not independently verify Transparency Signals unless it expressly states otherwise. However, the Company reserves the right to investigate any Transparency Signal that it reasonably suspects to be inaccurate or misleading.

9.3 Consequences of Misleading Disclosures

9.3.1 If the Company determines that any Transparency Signal is materially inaccurate, false, or misleading, it may: (a) immediately remove the relevant Transparency Signal from the Partner’s listing; (b) reduce the Partner’s search visibility on the Platform; (c) suspend or terminate the Partner’s account; and (d) take such other remedial action as it deems appropriate, including reporting the matter to FSSAI or relevant consumer protection authorities.

9.4 Updating Disclosures

9.4.1 The Partner must promptly update its Transparency Signals through the Partner dashboard whenever there is a change in its kitchen practices, ingredients, certifications, or any other matter reflected in the Transparency Signals. Failure to maintain current Transparency Signals may constitute a material breach of this Agreement.

10. Order Management and Fulfilment

10.1 Order Notification and Acceptance

10.1.1 Upon a Customer placing an Order through the Platform, the Partner shall receive a real-time notification through the Partner dashboard. The Partner must either accept or reject the Order promptly, and in any event within the time specified in the Platform guidelines (typically ten (10) minutes from Order placement).

10.1.2 Acceptance of an Order creates a binding obligation on the Partner to prepare and fulfil the Order in accordance with the Customer’s specifications and these Guidelines. Failure to fulfil an accepted Order may result in penalties as described in this Agreement.

10.2 Order Rejection

10.2.1 The Partner may reject an Order only where: (a) the ordered item is genuinely unavailable; (b) the Partner is unable to fulfil the Order due to exceptional operational circumstances (such as technical failure or closure); or (c) the Order appears to be fraudulent or violates applicable policies. The Company reserves the right to monitor Order rejection rates and may impose restrictions on Partners with high rejection rates.

10.3 Packaging

10.3.1 The Partner is responsible for ensuring that Takeaway Orders are packaged appropriately to maintain food quality, temperature, safety, and presentation during collection and consumption. Packaging must comply with all applicable food safety and environmental regulations.

10.4 Customer Cancellations

10.4.1 Dine-In Pre-Orders: A Customer may not cancel a Dine-In Pre-Order once placed. In the event of a Customer no-show, the Partner shall retain the Order amount collected, less applicable Platform Fees.

10.4.2 Takeaway Orders (pre-acceptance): If a Customer cancels a Takeaway Order before the Partner accepts it, a full refund shall be issued to the Customer. No charge shall apply to the Partner.

10.4.3 Takeaway Orders (post-acceptance): If a Customer requests cancellation after the Partner has accepted the Order, the refund decision rests with the Partner. The Partner must notify the Company of its decision through the Platform. If the Partner authorises a refund, the Platform Fee shall be reversed accordingly.

11. Financial Terms, Commission Structure, and Settlement

11.1 Commission Structure

11.1.1 The Company charges a Commission on the Net Order Value (excluding applicable taxes on food items, packaging charges, and other charges passed through to the Customer) for each Order successfully completed through the Platform. The Commission rate may vary based on the Order type, including but not limited to Dine-in Orders, Takeaway Orders, QR Web Orders, and Direct Pay Orders. The applicable Commission rate for each Order type shall be as displayed on the Partner Dashboard. The Company reserves the right to modify Commission rates with prior notice to the Partner, and any updated rates shall be reflected on the Partner Dashboard.

11.1.2 Goods and Services Tax (GST) at the rate of eighteen percent (18%) shall be charged on the Commission amount in accordance with the applicable GST laws. The total Platform deduction per Order shall therefore be the Commission applicable to that Order type plus GST on the Commission.

11.1.3 By way of illustration, the Commission calculation for a representative Order is as follows:

11.1.4 The Commission rates are subject to revision by the Company upon seven (7) days’ prior written notice to the Partner, which notice may be provided via the Partner Dashboard, email to the Partner’s registered email address, or both. Continued use of the Platform after the effective date of revised Commission rates shall constitute the Partner’s acceptance of the revised rates.

11.2 Settlement Process

11.2.1 Customer payments for Orders are collected by Razorpay on behalf of the Partner and the Company. Following collection, Razorpay shall remit the Net Settlement Amount (Order value less Commission and applicable GST on Commission) to the Partner’s registered bank account on a daily settlement cycle, subject to successful KYC completion and Razorpay’s settlement timelines (typically T+1 or T+2 business days).

11.2.2 The Company shall provide the Partner with a periodic settlement statement reflecting Orders completed, Commission deducted, and net amounts settled.

11.2.3 The Company reserves the right to withhold or adjust settlement amounts in the event of: (a) Customer refund obligations arising from Order cancellations or food safety complaints; (b) chargeback claims; (c) fraud or misrepresentation by the Partner; or (d) amounts owed by the Partner to the Company under this Agreement.

11.3 Taxes

11.3.1 The Partner is solely responsible for collecting and remitting all applicable GST on food and beverage sales made through the Platform. The Partner must ensure that the prices displayed on the Platform accurately reflect the applicable GST treatment. The Company’s Commission-related GST deduction is in respect of the Company’s service supply to the Partner and does not constitute a collection of tax on the Partner’s behalf for food sales.

11.3.2 The Company shall issue a GST-compliant tax invoice to the Partner for Commission charges in accordance with applicable GST laws.

12. Payment Processing and KYC Requirements

12.1 All payment processing under this Agreement is facilitated through Razorpay Software Private Limited, a payment aggregator authorised by the Reserve Bank of India. The Partner agrees to be bound by Razorpay’s applicable terms of service, merchant agreement, and privacy policy as conditions of receiving settlements.

12.2 The Partner must complete KYC verification through Razorpay within two (2) to three (3) business days of account activation by submitting: (a) FSSAI licence/registration; (b) GST registration certificate; (c) PAN card; (d) bank account details and cancelled cheque; and (e) any additional documents required by Razorpay.

12.3 Failure to complete KYC within the stipulated period shall result in the suspension of Settlement disbursements. The Company shall not be liable for any loss arising from delayed Settlements due to the Partner’s failure to complete KYC.

12.4 The Partner is responsible for maintaining accurate and current bank account details in the Partner dashboard. The Company and Razorpay shall not be liable for failed settlements caused by incorrect or outdated bank account information.

13. GPS Customer Location Data

13.1 For Takeaway Orders and Dine-In Pre-Orders, the Platform uses real-time GPS proximity data from the Customer’s device to calculate the distance between the Customer and the Partner’s premises. When the Customer is approaching, the Platform automatically sends the Partner a preparation trigger notification through the Partner dashboard. The Partner does not receive the Customer’s GPS location data or coordinates; the Partner receives only the preparation trigger notification. GPS location data is not stored by the Company or transmitted to the Partner.

13.2 The Partner acknowledges that it does not receive Customer GPS location data through the Platform. The Partner receives only an automated preparation trigger notification from the Platform’s proximity algorithm. The Partner must: (a) use the preparation trigger notification solely for the purpose of initiating Order preparation; (b) not attempt to collect, infer, or reconstruct Customer location data from the preparation trigger or any other Platform signal; and (c) not use any Customer proximity information for any secondary purpose, including marketing, profiling, or tracking.

13.3 Any use of Customer GPS data in breach of this Clause shall constitute a material breach of this Agreement and a violation of the DPDPA 2023, and may subject the Partner to regulatory liability and civil claims.

14. Intellectual Property Rights

14.1 Partner IP

14.1.1 The Partner retains ownership of all Intellectual Property Rights in its brand, trademarks, menus, photographs, and other materials it provides as Partner Content. The licence granted to the Company under Clause 8.4 is limited to the purpose of displaying such content on the Platform for the duration of the Agreement.

14.2 Company IP

14.2.1 All Intellectual Property Rights in the Platform, including its technology, algorithms, software, design, trademarks, and proprietary systems, are and shall remain the exclusive property of the Company. The Partner is granted a limited, non-exclusive, non-transferable, and revocable licence to access and use the Platform and Partner dashboard solely for the purposes contemplated by this Agreement.

14.2.2 The Partner must not reverse engineer, copy, decompile, modify, or create derivative works from any part of the Platform or its underlying technology.

15. Confidentiality and Non-Disclosure

15.1 Each party agrees to maintain in strict confidence all Confidential Information of the other party received in connection with this Agreement, and not to disclose such information to any third party without the prior written consent of the disclosing party, except: (a) to its employees, directors, agents, or advisors on a need-to-know basis who are bound by equivalent confidentiality obligations; or (b) as required by Applicable Law or a court order, in which case the receiving party shall, to the extent legally permissible, give the disclosing party prompt notice before making such disclosure.

15.2 The confidentiality obligations under this Clause shall survive the termination of this Agreement for a period of three (3) years.

15.3 Customer data accessed by the Partner through the Platform (including order details and contact information) is deemed Confidential Information of the Company and shall be treated accordingly. For the avoidance of doubt, GPS location data of Customers is not transmitted to the Partner and does not form part of the data accessed by the Partner.

16. Data Protection and Privacy

16.1 The Partner shall comply with all Applicable Laws relating to the collection, processing, storage, and use of personal data, including the DPDPA 2023 and the SPDI Rules 2011, in connection with any personal data accessed or received through the Platform.

16.2 Personal data of Customers (including name, mobile number, and Order details) shared with the Partner through the Platform shall be used solely for the purpose of fulfilling Orders and Reservations and shall not be retained, disclosed, sold, or used for any other purpose. For the avoidance of doubt, GPS location data of Customers is not shared with the Partner; the Partner receives only an automated preparation trigger notification and shall not attempt to collect or infer any Customer location information from such notification.

16.3 The Partner shall implement reasonable technical and organisational security measures to protect Customer personal data from unauthorised access, disclosure, or misuse.

16.4 In the event of a personal data breach involving Customer data accessed through the Platform, the Partner shall notify the Company immediately and cooperate with any investigation or regulatory notification obligations.

16.5 The Partner acknowledges that the Company is the Data Fiduciary with respect to Customer personal data and that the Partner acts as a Data Processor in relation to such data. The Partner shall process Customer personal data only in accordance with the Company’s instructions and this Agreement.

17. Limitation of Liability

17.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY’S AGGREGATE LIABILITY TO THE PARTNER UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL PLATFORM FEES PAID BY THE PARTNER TO THE COMPANY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

17.2 The Company shall not be liable to the Partner for any indirect, incidental, consequential, special, or punitive damages, including loss of revenue, loss of profit, loss of goodwill, loss of data, or business interruption, arising out of or in connection with this Agreement, regardless of whether the Company has been advised of the possibility of such damages.

17.3 The Company shall not be liable for: (a) any failure or unavailability of the Platform due to force majeure events, third-party service failures, or maintenance; (b) any inaccuracy in AI-Generated Content; (c) any Customer behaviour, complaint, or claim relating to food quality or service standards; or (d) any regulatory action taken against the Partner by FSSAI or other authorities.

17.4 Nothing in this Clause shall limit the Company’s liability for fraud, fraudulent misrepresentation, or any other liability that cannot be excluded under Applicable Law.

18. Indemnification by Partner

18.1 The Partner agrees to indemnify, defend, and hold harmless the Company, its directors, officers, employees, and agents (collectively, “Indemnified Parties”) from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees and expenses) arising out of or related to:

• any food safety incident, foodborne illness, contamination, or adverse reaction arising from food or beverages prepared or served by the Partner.
• any inaccurate, false, or misleading Partner Content, including Transparency Signals, menu descriptions, allergen information, or pricing.
• any violation by the Partner of Applicable Law, including FSSAI regulations, GST laws, or consumer protection laws.
• any breach by the Partner of any provision of this Agreement.
• any misuse by the Partner of Customer personal data, including GPS location data.
• any claim by a Customer arising from the Partner’s failure to fulfil an Order or Reservation.
• any third-party claim relating to the Partner’s brand, intellectual property, or business operations.

18.2 The Company shall promptly notify the Partner of any indemnifiable claim and shall cooperate reasonably with the Partner in its defence. The Partner shall not settle any claim that imposes obligations on the Company without the Company’s prior written consent.

19. Insurance

19.1 The Partner is strongly advised to, and shall, maintain adequate insurance coverage appropriate to its business, including: (a) public liability insurance covering Customer injuries or illness on the Partner’s premises; (b) product liability insurance covering claims arising from food sold by the Partner; and (c) such other insurance as may be required under Applicable Law.

19.2 The existence or adequacy of the Partner’s insurance coverage does not limit the Partner’s indemnification obligations under Clause 18 of this Agreement.

20. Suspension and Termination

20.1 Termination by Partner

20.1.1 The Partner may terminate this Agreement at any time by providing thirty (30) days’ written notice to the Company at team@harkara-ai.in. The Partner shall honour all outstanding Orders and Reservations placed prior to the effective termination date.

20.2 Termination by Company

20.2.1 The Company may terminate this Agreement with immediate effect and without prior notice upon the occurrence of any of the following:

• the Partner’s material or repeated breach of any provision of this Agreement.
• the Partner’s failure to maintain valid FSSAI licensing or other mandatory regulatory requirements.
• a food safety incident attributable to the Partner that poses a risk to public health.
• the Partner’s submission of fraudulent, false, or misleading information to the Company or Customers.
• regulatory action against the Partner by FSSAI, consumer protection authorities, or any other competent authority.
• the Partner’s insolvency, winding up, or inability to meet its financial obligations.
• any conduct by the Partner that the Company reasonably determines is harmful to the Company’s reputation, other Partners, or Customers.

20.2.2 The Company may also terminate this Agreement for convenience upon thirty (30) days’ written notice to the Partner, without assigning any reason.

20.3 Suspension

20.3.1 The Company may, at its sole discretion, suspend the Partner’s listing on the Platform (including taking it offline) with immediate effect and without prior notice in circumstances where the Company reasonably determines that continued listing poses a risk to Customers or to the integrity of the Platform, pending investigation and resolution. Suspension shall not constitute termination of this Agreement.

21. Consequences of Termination

21.1 Upon termination of this Agreement for any reason: (a) the Partner’s listing and access to the Platform and Partner dashboard shall be deactivated; (b) all outstanding Orders placed prior to termination must be fulfilled by the Partner; (c) the Company shall settle all outstanding amounts owed to the Partner after deducting applicable Commission and any amounts owed by the Partner to the Company; and (d) the Partner must promptly cease using any Company trademarks or branding materials.

21.2 The following Clauses shall survive termination: Clauses 1, 2.4, 7.4, 14, 15, 16, 17, 18, 22, 23, and 24.

22. Dispute Resolution

22.1 Amicable Resolution

22.1.1 In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve such dispute amicably through good faith negotiations for a period of thirty (30) days from written notice of the dispute.

22.2 Arbitration

22.2.1 If the dispute is not resolved within the thirty (30) day period, it shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act 1996. The arbitration shall be conducted by a sole arbitrator mutually agreed upon by the parties, or failing agreement, appointed in accordance with the provisions of the Act. The seat and venue of arbitration shall be Jaipur, Rajasthan. The language of the arbitration shall be English.

22.2.2 The award of the arbitrator shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction.

23. Governing Law and Jurisdiction

23.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of India. Subject to the arbitration provisions in Clause 22, the courts at Jaipur, Rajasthan, India shall have exclusive jurisdiction over any disputes arising under this Agreement.

24. Platform Guidelines and Standards of Conduct

In addition to the obligations set out elsewhere in this Agreement, the Partner shall adhere to the following Platform Guidelines at all times:

24.1 Listing Standards

• All photographs uploaded must be genuine and accurately represent the Partner’s actual food and premises.
• Menu descriptions must be accurate and not misleading. Inflated descriptions or false advertising are prohibited.
• Pricing on the Platform must not be higher than in-person pricing for equivalent items without disclosure.
• Operating hours must be kept accurate and updated promptly if they change.

24.2 Customer Interaction Standards

• Partner staff shall treat all Customers (including those arriving through the Platform) with courtesy, respect, and professionalism.
• Partners must not discriminate against Customers on grounds of their method of ordering or any other ground prohibited under Applicable Law.
• Partners must promptly resolve Customer complaints relating to Orders placed through the Platform.

24.3 Prohibited Conduct

• Manipulating Platform ratings, reviews, or search rankings through artificial or fraudulent means.
• Soliciting Customers to leave ratings or reviews in exchange for discounts or incentives.
• Directly soliciting Customers discovered through the Platform to bypass the Platform for future orders.
• Accessing, scraping, or extracting any data from the Platform through automated means.
• Sharing Partner dashboard credentials with unauthorised third parties.
• Using Customer data accessed through the Platform for any purpose other than Order fulfilment.

24.4 Enforcement

24.4.1 Violations of the Platform Guidelines may result in warning, search visibility penalties, temporary suspension, or permanent termination of the Partner’s account, at the Company’s sole discretion and proportional to the severity and frequency of the violation.

25. Amendments to This Agreement

25.1 The Company reserves the right to modify, amend, or update this Agreement at any time. Material amendments shall be notified to Partners at least thirty (30) days in advance via the Partner’s registered email address or through a prominent notice on the Platform.

25.2 Continued use of the Platform by the Partner after the effective date of any amendment shall constitute the Partner’s acceptance of the amended Agreement. If the Partner does not agree to the amended terms, it may terminate this Agreement in accordance with Clause 20.1.

26. General Provisions

26.1 Entire Agreement: This Agreement, together with all policies incorporated by reference, constitutes the entire agreement between the Company and the Partner with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements.

26.2 Severability: If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

26.3 Waiver: No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

26.4 Assignment: The Partner may not assign, transfer, or sub-contract any of its rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign this Agreement to a successor entity upon notice.

26.5 Force Majeure: Neither party shall be liable for delay or failure to perform its obligations under this Agreement to the extent caused by events beyond its reasonable control, including acts of God, pandemic, governmental orders, war, terrorism, or failure of third-party infrastructure.

26.6 Notices: All notices under this Agreement shall be in writing and sent to team@harkara-ai.in (for the Company) or to the email address registered by the Partner in its Partner account.

26.7 Language: This Agreement is executed in the English language, which shall prevail in the event of any conflict with a translated version.

26.8 Counterparts: This Agreement may be accepted electronically through the registration and onboarding process on the Platform and shall be equally binding as if executed in writing.