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Participant Restaurant Terms and Conditions These terms and conditions specify the terms of the contract between OFO Technologies Private Limited, (“ofo or ofo world“) and the Participant Restaurant named in the Participant Restaurant (Sweet Shop, Bakery, Tiffin Services) Agreement Details (“Participant Business Agreement“), pursuant to which the Participant business may use the ofo service. If the Participant Restaurant does not accept these terms and conditions (including following any amendment to these terms and conditions), the Participant Restaurant must immediately cease use of the Service, and notify ofo in writing. By using the Service, the Participant Restaurant agrees to be legally bound by the Agreement (as varied from time to time), and to comply with all ofo policies, including the ofo Spam Policy and the ofo Privacy Policy (both of which are located at http://listing.ofoworld.com/privacy-policy/). General 1.1 The Service provides website and mobile app based promotion, order communication and payment collection facilities for restaurants (Sweet Shop, Bakery and Tiffin Services) that offer takeaway and home delivery services to their customers. 1.2 The Participant Restaurant wishes to publish its Menus, receive Customer orders for Restaurant Produce, and enable Customer electronic payment for Restaurant Produce at the time of order placement by a Customer, by means of the Service. 1.3 This Agreement specifies the terms on which ofo makes available, and Customer will use, the Service. Definitions and Interpretation 2.1 In this Agreement: “Agreement” means this Participant Restaurant Agreement (as amended or updated from time to time), including the Participant Restaurant Agreement Details and these terms and conditions. “Chargeback” means a demand by a bank or other credit-card provider, or other provider of electronic payment facilities, for a merchant to make good the loss on a fraudulent or disputed transaction. “Collected Payments” means all electronic payments collected by ofo from Customers for Order Prices. “Success Fee” means a portion of each Order Price that will be retained by, or is payable to, ofo as payment for the supply of the Service. The method of calculation of Success Fee is specified in the Participant Restaurant Agreement Details. “Customer” means any third party user of the Service Portals who communicates an Order to the Participant Restaurant for the supply of Restaurant Produce. “Menu” means a listing of Restaurant Produce that Participant Restaurant will sell to Customers (including the price a Customer must pay to purchase each item of Restaurant Produce) that Delivery Hero will publish to, and process Orders from, Customers by means of the Service Portals. “Non-excludable Condition” means an implied condition, warranty or guarantee the exclusion of which from a contract would contravene any statute or cause any part of this Agreement to be void. “Order” means an offer, communicated by means of the Service, from a Customer to Participant Restaurant to purchase Restaurant Produce for the Order Price. “Order Acceptance” means an acceptance, communicated by the Participant Restaurant to a Customer by means of the Services, of such Customer’s Order. “Order Price” means the price a Customer will pay to Participant Restaurant for the supply of Restaurant Produce (inclusive of GST and any other applicable taxes), which must be calculated in accordance with pricing specified on the Participant Restaurant’s Menu. “Participant Restaurant Agreement Details” means a document sent to Participant Restaurant (in any form, including by email or other electronic means, and whether or not explicitly titled “Participant Restaurant Agreement Details”) by ofo specifying certain terms of the Agreement agreed between the parties. “Participant Restaurant Material” includes any material in which Participant Restaurant owns or holds intellectual property rights, or which commercially identifies, or can be used to commercially identify, the Participant Restaurant, including its name, logos, trademarks, slogans, Menu, names of Restaurant Produce, pricing and location. “Point of Supply” means the time and location at which Participant Restaurant supplies Restaurant Produce to a Customer, which may include the Participant Restaurant’s business premises (for Restaurant Produce collected by the Customer) or a delivery location nominated by the Customer. “Restaurant Produce” means any product that Participant Restaurant supplies, or makes available for supply, to any Customer, including any type of food or beverage. “Restaurant Funded Voucher” means a Voucher which ofo has created with the consent of the Participant Restaurant, where the reduction in Order Price is funded by the Participant Restaurant. “Service” means the provision of online facilities to enable customers to view Menus, communicate orders for the supply of Restaurant Produce, and process payment for the supply of Restaurant Produce, and associated activities. “Service Portals” means facilities by which Delivery Hero makes the Service available to Customers from time to time, including the website at www.ofoworld.com, any other websites registered or operated by ofo and any mobile device apps published by or on behalf of ofo. “Other Conditions” means any additional terms and conditions of this Agreement specified in the Participant Restaurant Agreement Details. “Voucher” means a code issued by ofo which may be entered into a Service Portal by a Customer when placing an Order that has the effect of reducing the Order Price that would otherwise be payable by the Customer for that Order. “OFO Technologies Private Limited, OFO or OFO World” company & trademark name. “Restaurant” includes and represents Bakery, Sweet Shop & Tiffin 2.2 In this Agreement: headings to and within clauses are for convenience and reference only and do not form a part of this Agreement and shall not in any way affect the interpretation of this Agreement; Words importing the singular include the plural and vice versa; and All monetary references are to Indian Rupee unless otherwise specified. 2.3 This Agreement incorporates any Other Conditions, and in the event of any inconsistency between any of these terms and conditions and any Other Conditions, the Other Conditions will prevail to the extent of the inconsistency. 3. Nature of the Service 3.1 ofo is the owner and operator of the Service Portals. The Service Portals allow Customers to order Restaurant Produce listed on Menus from various Participant Restaurants. 3.2 ofo reserves the right to provide the Services on other Service Portals in the future, without notice to the Participant Restaurant. 3.3 The Participant Restaurant operates one or more restaurant(s), at which Restaurant Produce is prepared and sold to the public. 3.4 ofo or ofo world will: make the Service available for use by the public through the Service Portals; publish the Participant Restaurant’s Menu on the Service Portals; process Orders for the Participant Restaurant by means of the Service; communicate Orders to the Participant Restaurant by means of the Service; process and collect electronic payment for Orders from Customers who elect to do so when placing an Order; and remit Collected Payments to the Participant Restaurant, less the value of all Success Fee. 3.5 The Participant Restaurant acknowledges that: the Service provides a promotional, communication and payment processing facility only; ofo is not a producer, supplier, reseller or deliver of Restaurant Produce or any food or beverage products; any contract for the supply of Restaurant Produce is strictly between the Participant Restaurant and the Customer, and such contract is formed if and by (and only if and by) the Participant Restaurant communicating an Order Acceptance to the Customer; ofo has no responsibility for the fulfilment of Orders or the delivery of Restaurant Produce to Customers; and ofo will remit payments it processes from Customers for Orders to the Participant Restaurant in the amounts and at the times required by this Agreement, but ofo does not hold Collected Payments on trust for the benefit of the Participant Restaurant, a Customer or any other person, and provided it satisfies its obligations under this Agreement ofo is free to deal with the Collected Payments in any way manner it considers necessary or desirable. 3.6 Delivery Hero may without notice make changes to or temporarily suspend the operation of the Service Portals should Delivery Hero deem this necessary. 4. Obligations of ofo 4.1 Subject to clause 4.2 below, ofo will: list the Participant Restaurant and publish its Menu by means of the Service Portals; communicate Orders to the Participant Restaurant; and remit to the Participant Restaurant the Collected Payments, less Success Fees, in accordance with this Agreement. 4.2 Delivery Hero will use reasonable endeavours to accurately display on the Service Portals information relevant for Customers provided by the Participant Restaurant, including the Menu. 4.3 Delivery Hero has no obligation to list the Participant Restaurant, the Menu, or any Participant Restaurant Material on the Service Portals if the Participant Restaurant fails to supply any Participant Restaurant Material or other material that ofo reasonably requires in order to supply the Service. 5. Obligations of the Participant Restaurant 5.1 The Participant Restaurant is responsible for ensuring that at all times it has a functional telephone and, where agreed with ofo, a receiving electronic communication such as email, in order to: receive notice of Orders; communicate Order Acceptance to each Customer; and provide estimates of delivery times for each Order. 5.2 The Participant Restaurant must as promptly as possible: review each Order communicated to it by ofo; communicate Order Acceptance to Customers; and execute Orders promptly and in accordance with a Customer’s reasonable expectations. 5.3 The Participant Restaurant is responsible for contacting: a Customer if an Order cannot be processed or to clarify the details of an Order if required; and ofo, to advise if any Order Price collected by ofo must be refunded to a Customer. 5.4 The Participant Restaurant acknowledges that: no contract exists, or at any time will exist, between ofo and the Customer for the supply of Restaurant Produce; that the sole and exclusive obligation to supply Restaurant Produce to the Customer is owed by the Participant Restaurant and arises under and solely because of the contract formed by the communication by the Participant Restaurant to the Customer of Order Acceptance; and the Participant Restaurant indemnifies ofo against any claim or demand made or cost, loss or liability suffered by ofo arising directly or indirectly from any failure by a Participant Restaurant to meet any of its obligations under its contract to supply Restaurant Produce to the Customer, including without limitation any claim about the adequacy or quality of the Restaurant Produce, or the manner in which the Restaurant Produce is supplied or not supplied to the Customer. 5.5 The Participant Restaurant must ensure that the information it provides to ofo is current and correct the company and/or business name, address, contact telephone number, manager/contact person details, delivery times, opening hours, Menus and prices, service addresses, and other relevant information, and the Participant Restaurant agrees that it: must immediately notify ofo if any information it is required to supply in accordance with this clause changes or becomes inaccurate or incorrect; and will indemnify ofo against any claim, loss, liability or damage arising out of any error or inaccuracy of, or any delay in notifying ofo of any change to, any of the information it is required to supply in accordance with this clause. 5.6 The Participant Restaurant warrants that it will handle all data and information about Customers that it receives or has access to by means of the Services, including personal information 5.7 Delivery Hero reserves the right to: regularly carry out inspections to ensure compliance with this clause 5; and Immediately suspend or terminate (at ofo’s sole discretion) the supply of the Service if ofo reasonably suspects the Participant Restaurant has not complied with any requirement of this clause 5. 6. License to use Participant Restaurant Material 6.1 The Participant Restaurant grants to ofo an unrestricted, Worldwide, royalty-free licence during the term of this Agreement to use, reproduce, modify and adapt all Participant Restaurant Material for the purposes of: inclusion on the Service Portals and as may be otherwise required for the proper supply of the Services; and the general promotion of the Service and Participant Restaurant, including without limitation: use of the Restaurant’s Name for internet advertising purposes, including Google Adwords, to support advertising campaigns and domain registrations for the Service Portals and ofo; and subject to clause 6.4 or unless otherwise stated in the Participant Restaurant Agreement Details or the parties otherwise agreed in writing, the registration in U.P. India or any other jurisdiction of domain names incorporating any part of the Participant Restaurant Material, or material similar to the Restaurant Material. the right to register on google maps, google locations or any other third party directory websites or services. 6.2 For the avoidance of doubt, unless otherwise stated in the Participant Restaurant Agreement Details or the parties otherwise agreed in writing, the Participant Restaurant acknowledges and agrees that, subject to clause 6.4, ofo may use Participant Restaurant Material to register a domain name and operate a website in such a way that a Customer may reasonably assume such website is operated by or on behalf of the Participant Restaurant, including by using a domain name the same or similar to the business name of the Participant Restaurant and diverting website traffic to a Service Portal, and the Participant Restaurant explicitly authorises the operating of such website by ofo world for the purpose of promoting the sale of Restaurant Produce using the Service. 6.3 Any material the Participant Restaurant transmits or submits to ofo world either through the Service Portals or otherwise (“Communicated Material“) shall be considered and may be treated by ofo world as non-confidential, subject to ofo’s obligations under relevant legislation. The Participant Restaurant grants to ofo a royalty-free, perpetual, irrevocable, non-exclusive licence to use, copy, modify, adapt, translate, publish and distribute world-wide any Communicated Material for the purposes of providing services under this Agreement or to or for the purposes of advertising and promotion of the Service Portals. The Participant Restaurant agrees that all information provided to ofo that is published, may be relied upon and viewed by Customers to enable them to make decisions and form a legally binding contract with the Participant Restaurant. 6.4 ofo agrees to transfer to the control of the Participant Restaurant any domain name registered by ofo world that incorporates any Participant Restaurant Material, provided the Participant Restaurant: gives notice to ofo in writing: that the Participant Restaurant requires release of the domain name; and specifies the Participant Restaurant Material that is the subject of the domain name; does all things reasonably required by ofo to transfer the control of the domain name to the Participant Restaurant; and if requested by ofo, pays all costs incurred or payable by ofo in order to transfer the control of the domain name to the Participant Restaurant. 7. Menus 7.1 ofo will make reasonable efforts to update Menus (including changes to the pricing of Restaurant Produce) within 7 days of being notified of changes by the Participant Restaurant. 7.2 Prices for Restaurant Produce listed on Menus must not be any higher than the lowest prices the Participant Restaurant would charge if the same Restaurant Produce was ordered online, in store, by telephone, or by any other means. 7.3 The Participant Restaurant acknowledges that it is solely responsible for determining whether, in respect of any given Order: the Participant Restaurant can supply Restaurant Produce in accordance with the Order; and the Order Price for the Order has been correctly calculated. 7.4 ofo will not be liable to the Participant Restaurant for any loss or damage suffered by the Participant Restaurant as a result of any failure by the Participant Restaurant to verify an Order in accordance with clause 7.3. 8. Methods of Payment for Orders 8.1 Unless the parties otherwise agree in writing, ofo will provide the following payment method options to Customers for Orders: cash or electronic payment at Point of Supply; online payment, including but not limited to payment by credit card; and in whole or part by vouchers issued by ofo. 9. Point of Supply Payments 9.1 The Participant Restaurant acknowledges that where a Customer elects to pay for Restaurant Produce with cash or electronic payment at the Point Of Supply, the Participant Restaurant is responsible for: issuing of a valid tax invoice to the Customer; retention of the Success Fee from the Order Price; and payment of the Success Fee to Delivery Hero in accordance with this clause 9. 9.2 ofo will issue the Participant Restaurant with a tax invoice, at the frequency specified in the Participant Restaurant Agreement Details (or if no such frequency is specified, bi-monthly), for the Success Fee payable in respect of Orders where the Order Price was paid by the Customer to the Participant Restaurant at the Point of Supply. 9.3 Tax invoices will be sent by the method specified in the Participant Restaurant Agreement Details, or otherwise by email. If the Participant Restaurant requires that tax invoices be sent by mail, ofo may charge an additional service fee. 9.4 Unless Delivery Hero gives notice that a tax invoice has not already been paid by set off against Collected Payments, all tax invoices are to be paid within 14 days of the date of issue. 9.5 ofo will charge interest on any late payments at the rate of 14% per annum calculated daily on the amount outstanding from the due date for payment until the date of payment in full. 9.6 In addition, ofo reserves the right to charge the Participant Restaurant a fee of 1000 INR in respect of the issuing of reminder notices and/or passing on direct debit rejection fees to the Participant Restaurant. 10. Online payments (credit card and bank payment) 10.1 The Participant Restaurant acknowledges that facilities enabling online payment for Restaurant Produce by Customers: is a Service provided by ofo to the Participant Restaurant, for the convenience of the Participant Restaurant and its Customers; and requires that ofo collects the Order Price from a Customer before the Participant Restaurant receives an Order. 10.2 The Restaurant must when it receives an Order for which online payment has been collected by ofo, immediately: if the Order is accepted, communicate Order Acceptance to the Customer; or if the Order is not accepted, communicate: with the Customer to explain the reasons why the Order cannot be fulfilled and stating that the Order Price will be refunded; and with ofo to confirm that the Customer is aware the Order has not been accepted, and that ofo must refund the Order Price. 10.3 At the time of collection by, or delivery to, a Customer of Restaurant Produce for which online payment has been collected by ofo, the Participant Restaurant: must not accept any additional payment from a Customer (including but not limited to payment by cash or voucher); must follow all instructions contained on the order receipt or otherwise communicated to the Participant Restaurant by ofo; and obtain a signed acknowledgement from the Customer confirming receipt of the Restaurant Produce (“Collection Receipt“). 10.4 The Participant Restaurant acknowledges that, in the event of any dispute with a Customer about the collection or delivery of Restaurant Produce, the Participant Restaurant must: provide the Collection Receipt to ofo; assume full conduct of the dispute with the Customer, without involvement of ofo; and indemnify Delivery Hero against any costs or liabilities it may incur arising from such dispute. 10.5 The Participant Restaurant acknowledges that if any Order Price is subject to a Chargeback instigated at the demand of a Customer, the Participant Restaurant must: provide the relevant Collection Receipt to ofo; or if the Participant Restaurant cannot supply the relevant Collection Receipt for any reason, pay to ofo the full amount of the Chargeback. 10.6 If ofo elects or is required to refund any Order Price to a Customer (“Problem Order“), the Participant Restaurant acknowledges that this Order Price will be deducted from the Collected Payments, and the Participant Restaurant will not be paid any amount for this Problem Order. 10.7 If ofo has already remitted to the Participant Restaurant the Order Price from Collected Payments for a Problem Order, the Participant Restaurant must reimburse ofo for the Order Price upon demand. Alternatively, ofo may off-set any amount owed by the Participant Restaurant to ofo in respect of a Problem Order against any Collected Payments, provided ofo gives notice to the Participant Restaurant of the set-off in writing. 10.8 The Participant Restaurant acknowledges that OFO is not liable for costs directly or indirectly incurred by the Participant Restaurant for processing online payment. 10.9 The Participant Restaurant agrees to provide all assistance reasonably required by OFO or its financial services provider to resolve and any problem with online payment facilities, including technical and credit card fraud issues. 11. Vouchers /Coupons / Coupon Code 11.1 From time to time, OFO may produce OFO Funded Vouchers /Coupons for use in connection with the purchase of Restaurant Produce using the Service, and the Participant Restaurant agrees such vouchers may be used as payment for part or all of an Order Price, and that: Ofo and Partner business both will bear the cost of honouring such ofo Funded Vouchers /Coupons / Coupon Code; and the value of such OFO Funded Vouchers will not be deducted from the Order Price for the purpose of calculation of Success Fee. 11.2 From time to time, if requested to do so by the Participant Restaurant, ofo may produce Restaurant Funded Vouchers for use in connection with the purchase of Restaurant Produce using the Service, and the Participant Restaurant agrees such vouchers may be used as payment for part or all of an Order Price, and that: the Participant Restaurant will incur all costs, including the amount of any reduction in Order Price arising from such Participant Restaurant Funded Vouchers; and the value of such Restaurant Funded Vouchers will be deducted from the Order Price for the purpose of calculation of Success Fee. 11.3 For the avoidance of doubt, vouchers cannot be applied to any Restaurant Produce paid for at Point of Supply. 12. Payment 12.1 The Participant Restaurant must pay ofo the Success Fee as consideration for the supply of Services. 12.2 After six month of agreement completion, ofo will charge a 5% success fee on entire sale done by ofo websites / application to Participant Restaurants. Payment of Success Fee may be made by: direct deduction by ofo of the Success Fee from Collected Payments; payment by the Participant Restaurant of any tax invoice for the Success Fee issued by ofo; or set off by ofo of the amount of any tax invoice for the Success Fee issued by ofo against Collected Payments in last week of every month. 12.2 The Participant Restaurant agrees that ofo has no obligation to remit any amount of the Collected Payments to the Participant Restaurant until ofo has: deducted from Collected Payments all Success Fee in respect of Order Prices paid by Customers using online payment facilities; set off against Collected Payments the value of all Success Fee payable by the Participant Restaurant to ofo for cash or electronic payments made at Point of Supply; and set off against Collected Payments any other debt or liability owed by the Participant Restaurant to ofo (whether or not such debt or liability arises under this Agreement), and the Participant Restaurant explicitly acknowledges and agrees that ofo is entitled to make set off against the Collected Payments of all the above listed things. 12.3 The Participant Restaurant agrees that ofo may charge such additional fees, at the rates specified in the Participant Restaurant Agreement Details, as are appropriate for the supply of the Service, including without limitation a fee for the provision of online payment facilities, and the amounts of any such fees are payable by the Participant Restaurant and must not be added to the Order Price of any Customer. 12.4 ofo will give notice in writing to the Participant Restaurant off all Success Fee that has been set off against Collected Payments. 12.5 Following deduction and set off of Success Fee in accordance with this clause 12, ofo will remit Collected Payments to the Participant Restaurant on the dates specified in the Participant Restaurant Agreement Details. 12.6 The Participant Restaurant acknowledges that ofo will not be liable for any GST liability in respect of transactions by which the Participant Restaurant provides goods and services to Customers and the Participant Restaurant hereby indemnifies ofo against any GST it may become liable for arising out of such transactions. 13. Confidentiality 13.1 A party will not, except with the written consent of the other party or where required to do so by law or stock exchange regulation, disclose any confidential information of the other party. 13.2 Confidential information of ofo includes without limitation its business strategies, pricing, revenues, expenses, and order information. 13.3 Both parties agree to treat as strictly confidential the contents of the Participant Restaurant Agreement Details and all other information, data and facts that may be shared between both parties during the course of this Agreement. 14. Warranty and Indemnity 14.1 The Participant Restaurant warrants that if the Participant Restaurant ceases business, closes operations for a material period or is otherwise unable to offer Restaurant Produce to Customers or to satisfy any obligation to Customers, Participant Restaurant will immediately inform ofo. 14.2 ofo does not guarantee or warrant that the Service Portals, software, hardware or services will be free from defects or malfunctions. If errors occur, ofo will use its best endeavours to resolve these as quickly as possible. 14.3 The Participant Restaurant indemnifies and holds harmless ofo (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: arising from any failure to provide notice in accordance with clause 14.1; by a Customer (or any party on whose behalf a Customer has been acting) in respect of, arising out of, or in connection with, Services; in any way associated with Restaurant Produce; or compliance with food quality laws or regulations, except and to the extent any liability, loss or damage arises from the reckless or malicious act or omission of ofo. 15. Term and Termination 15.1 This Agreement starts on the date the Participant Restaurant receives the Participant Restaurant Agreement Details and unless terminated earlier under this clause will continue indefinitely. 15.2 Either party may terminate this Agreement for convenience without giving cause at any time upon 14 days prior written notice to the other party. Following any such termination for convenience: the Participant Restaurant’s obligations under this Agreement will continue until the end of the month during which notice is given; and the Participant Restaurant’s online listing and promotion undertaken by ofo will be ceased as soon as is practicable. 15.3 ofo may terminate this Agreement, with immediate effect if the Participant Restaurant: provides any inaccurate information about its business to ofo, such as inaccurate information relating to opening hours, delivery areas, delivery terms or prices; fails to deliver an Accepted Order to any Customer (except where the Participant Restaurant demonstrates it reasonably believed the Accepted Order was fraudulent or the Customer did not intend to, or refused to pay, the Order Price); or is subject to any event of insolvency (such as the appointment of an administrator, receiver or liquidator or fails to pay its debts as and when they fall due) or bankruptcy (such as having bankruptcy proceedings commenced against the Participant Restaurant or being unable to pay any of its creditors). 15.4 Either party may terminate this Agreement with immediate effect by notice in writing to the other party if the other party commits a material breach of this Agreement not capable of remedy, or in the case of a material breach capable of remedy, is not remedied within 3 business days after written notice is given to the breaching party, specifying the breach. 15.5 Termination of this Agreement shall not affect the accrued rights or liabilities of the parties at the date of termination. 16. Limitation of Liability 16.1 Except for liability in relation to breach of any Non-excludable Condition and liability under clause 16.3, ofo’s total liability to the Participant Restaurant in contract, including for one or more breaches of any express term or terms (including any indemnity) of this Agreement (in aggregate), tort (including in negligence), statute, or otherwise, is limited to an amount equal to the total amount of Success Fee paid by the Participant Restaurant to ofo under this Agreement during the 3 month period before the liability arose. 16.2 ofo’s total liability to the Participant Restaurant for a breach of any Non-excludable Condition (other than a Non-excludable Condition that by law cannot be limited) is limited, at ofo’s option to any one of resupplying, replacing or repairing, or paying the cost of resupplying, replacing or repairing the goods in respect of which the breach occurred, or supplying again or paying the cost of supplying again, the services in respect of which the breach occurred. 16.3 Except for liability in relation to breach of any Non-excludable Condition, ofo excludes all liability to the Participant Restaurant for lost profits, lost revenue, lost savings, lost business, loss of opportunity, lost data or any consequential or indirect loss arising out of, or in connection with, any services (including the Service), and any claims by any third person (including any Customer), or this Agreement, even if: ofo knew that loss was possible; or the loss was otherwise foreseeable. 16.4 The Participant Restaurant acknowledges that ofo may make facilities available on the Service Portals for the access by Customers to ratings and reviews of suppliers of goods and services, which may include reviews or ratings of the Participant Restaurant, and ofo will have no liability to the Participant Restaurant or any other person for any reason whatsoever arising from any comment, review, assessment or statement (whether true or untrue) made or published by any third person about the Participant Restaurant or any person or entity associated with the Participant Restaurant. 17. Dispute resolution 17.1 Any dispute arising in connection with this Agreement must be handled in accordance with this clause before a party may commence any form of litigation or legal proceedings. 17.2 A party must give notice to the other party in writing of the nature of any dispute, and within 5 days of such notice: each party must appoint a representative with full decision making authority to negotiate on behalf of, and bind, their party to resolution of the dispute, and those representatives must meet personally (or, if agreed, by telephone, video conference or such other means as the parties consider appropriate) to consider and seek to resolve the dispute within 5 days of their appointment; if the respective representatives are unable to resolve the dispute after 5 days of their first meeting (or other such period as is agreed between the parties), refer the dispute to the respective chief executive officers (or equivalent) of each party, who must meet personally (or, if agreed, by telephone, video conference or such other means as the parties consider appropriate) within 7 days to discuss and seek to resolve the dispute; and if the respective chief executive officers (or equivalent) are unable to resolve the dispute within 7 days of their first meeting, either party is free to commence such process, including alternative dispute resolution or litigation, as they see fit to resolve the dispute. 18. Variation 18.1 These terms and conditions may be amended by ofo at any time by posting revised terms and conditions online at http://www.ofoworld.com./contractterms/, and, subject to clause 18.2, those amended terms and conditions will be effective immediately on posting, and by continuing to use the Service the Participant Restaurant will be deemed to have accepted the amended terms and conditions. 18.2 If the Participant Restaurant does not accept any variation to these terms and conditions, it may terminate the Agreement with immediate effect, provided that the Participant Restaurant gives notice in writing of such termination to Delivery Hero within 7 days of the amended terms and conditions becoming effective. 18.3 The Participant Restaurant Agreement Details may be amended by ofo at any time by giving notice in writing (“Amendment Notice”) of the amended Participant Restaurant Agreement Details to the Participant Restaurant, and subject to clause 18.4, those amended Participant Restaurant Agreement Details will be effective immediately from the date of the Amendment Notice. Unless the Participant Restaurant terminates the Agreement within 7 days after the date of the Amendment Notice in accordance with clause 18.4, the Participant Restaurant will be deemed to have accepted the amended Participant Restaurant Agreement Details. If the Participant Restaurant terminates the Agreement in accordance with clause 18.4, the amendments detailed in the Amendment Notice will not be binding on the Participant Restaurant. 18.4 If the Participant Restaurant does not accept any variation to Participant Restaurant Agreement Details, it may terminate the Agreement with immediate effect, provided that the Participant Restaurant gives notice in writing of such termination to ofo within 7 days of the amended Participant Restaurant Agreement Details becoming effective. 18.5 Except where otherwise explicitly permitted by a clause of this Agreement, the provisions of this Agreement may not be varied by the Participant Restaurant, except by agreement in writing signed by the parties. 19. General 19.1 For the purposes of this Agreement, any notice required to be given in writing may be given by electronic means, including by email or such other form of written communication as the parties agree from time to time. 19.2 This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes and excludes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement. 19.3 The failure of either party to assert any of its rights under the Agreement, including, but not limited to, the right to terminate the Agreement in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right thereafter to enforce each and every provision of this Agreement in accordance with their terms. 19.4 The invalidity or unenforceability of any term of or right arising pursuant to this Agreement shall not adversely affect the validity or enforceability of the remaining terms and rights. 19.5 The Participant Restaurant must not assign, transfer, charge or otherwise encumber, create any trust over or deal in any manner with this Agreement or any right, benefit or interest under it, nor transfer, novate or sub-contract any of Participant Restaurant’s obligations under it. 19.6 ofo may assign or novate part or all of this Agreement to any party at any time, and the Participant Restaurant: consents to the transfer or disclosure of its personal Information and this Agreement to any purchaser of the business of ofo or its assets if that outcome occurs; hereby acknowledges its consent to such assignment or novation to any party; and agrees to do all things reasonably required by ofo, including executing an appropriate deed of assignment or novation, as ofo reasonably requires to give full effect to such assignment or novation. 19.7 This Agreement does not create any agency, employment, partnership, joint venture, or other joint relationship between ofo and the Participant Restaurant. ofo and the Participant Restaurant are independent contractors and neither has any authority to bind the other. For the avoidance of doubt, ofo has no authority to bind the Participant Restaurant to any contract with a Customer, and no contract for the supply of Restaurant Produce is formed between any party until the Participant Restaurant communicates Order Acceptance, at which time a contract is formed solely between the Participant Restaurant and the Customer. 19.8 This Agreement will be governed by and construed in according to the law of the Uttar Pradesh, India, and each party submits unconditionally to the jurisdiction of the courts of that State.

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