This Vendor agreement is made effective on —- day of ——-(“effective date”)between
SEVEN H software technologies (“C500ompany”) with principal place of business at ————— and __________________ [“vendor”] with principal place of business at _——————. The Company and Vendor are collectively referred to as the "Parties."
WHEREAS, the Company is engaged in the business of online food ordering and delivery services, a online market place for food and non-alcoholic beverages, whereby, the general public may order vendors food items through company’s software platform either desktop application or a mobile app for delivery by the company.
WHEREAS, the Vendor desires to enroll with the Company and to engage Company as a food ordering and delivery service provider for theVendor; and
WHEREAS, Company desires to include the Vendor in the online food ordering services and to offer for sale of food items and non-alcoholic beverage items (collectively, the "Food") from the menu as modified from time to time. It is also assumed that the vendor follows all the rules of safe cooking environment and proper hygiene in food preparation, also the ingredients used in preparation of food is safe for consumption.
NOW, THEREFORE, in consideration of the foregoing recitals and mutual agreements herein contained, and for other good and valuable consideration, adequacy of which is hereby acknowledged, the Parties agree as follows:
This Agreement shall be binding from the effective date and will be valid untill cancelled with a mutual agreement.
2. Services to be Performed by Company
Company will receive and record food orders from customers Twenty-four (24) hours a day and seven (7) days per week through their web and mobile platform. Pickup and Delivery orders will be available during the company’s business hours.
3. Services to be Performed by the Vendor
a. Upon receipt of an order from a customer for food from the menu, company shall promptly transmit such order through mobile to theVendor. The Vendor shall accept orders for food from Company and prepare food in accordance with such order. The food shall be packed by the Vendor in containers supplied by the company for their orders and handed over to the delivery person authorized by the company at a time set forth by company in the delivery order. Company's customer will place an order from the menu options specified by a particular vendor. The vendor reserves the right to accept of refuse the order. Three consecutive refusals in a month will make the vendor 'blacklisted'. Their menu items will no longer be displayed by the Company on any of their customer interfaces. If the vendor accepts the order, the food should be prepared in accordance with the order.
b. Whenever a delivery order comes in, the Vendor will not send their business information or marketing material with the order.
c. Food must be packed in the company's approved packaging material. If any alternate packaging material is used, the vendor will be penalised Rs 50 per order, the vendor will be 'blacklisted' after 3 such incidents. Their menu items will no longer be displayed by the Company on any of their customer interfaces.
d. The food must be kept ready at the pre-agreed pick-up time slot. If the delivery executive is made to wait, the charges for the same will be levied on the vendor. A waiting period of more than 10 minutes will be considered as a cancelled order, and the vendor will not receive payment for such orders.
e. The food must be handed over to the authorised delivery person, and not to any one else, after verifying the order number against which the delivery is being made.
f. The vendor is not prohibited to send their details or any of their marketing material as part of any order.
g. The vendor must not attempt to obtain customer details from the delivery executive. Such attempts will be reported to the company and the Vendor may be 'blacklisted'.
The Company will agree on a price for the food item from the vendor to the company and will add service charges at its discretion.
Package : The Company will supply to the vendor the packing materials. Vendor will not use any of his package material to the customers unless mutually agreed by both the company and the vendor.
5. Statement and Payments
On a weekly basis Company shall deliver to the vendor a detailed list of the food ordered and successfully executed and payment collected satisfactorily made by the customer within the online ordering services during the preceding weekly period (the “Reporting Period Monday through Sunday”) for all the food sales. Further, as the food is to be treated as ‘taxable’, Vendor shall pay the company taxable amount for the orders. This allows the Company to pay sales taxes as applicable.
All payments and statements shall be treated as due and payable immediately after
Vendor confirms the correctness of the statement provided by the company either by mail or sms for each Reporting Period.
6. Modification of Menu
Any changes to the Menu or the prices of the Food on the Menu shall not be binding on the vendor. Company is expressly prohibited from modifying, revising or otherwise amending the Menu without prior consent from the vendor
7. Company relationship
The relationship of Company to the Vendor shall be that of an independent contract and is solely for the purposes and to the extent set forth in this Agreement. Company is not a partner, a joint venture, nor a member of a joint enterprise with the Vendor.
Vendor shall have no authority, expressed or implied, to act as an agent of the Company.
Vendor agrees to indemnify and hold the Company harmless from and against all losses, damages, liabilities, and claims from the customers or any other individuals or entities involved arising or resulting from damages due to quality of food, hygiene at which the food is prepared or any other liabilities due to negligence and irresponsibility of the vendor in preparing the food. Vendor agrees to indemnify and hold harmless Company against any losses, claims, damages, liabilities or expenses (including the reasonable cost of investigating and defending any claims therefore and attorney fees incurred in connection therewith), of the vendor arising or resulting from the preparation or delivery of the Food ordered by the company.
9. Duties And Obligations
a. Company shall be responsible for handling and responding to any and all customer requests and complaints. Company shall further be responsible for making restitution to customers for any errors in orders, problems in food preparation, incorrect orders arising from Company’s failure to properly transmit an order, or problems in the delivery of a customer order. The Vendor shall reimburse Company for all restitution paid to customers, provided that such restitution was reasonably necessary due to the negligence of the Vendor in the preparation of a customer order. At the Vendors request, Company shall provide a summary of any such matters. If the order is for pickup, at the Company’s request, the Vendor shall provide a summary of any such matters.
b. During the term of this Agreement, Company shall advertise and promote its Services by distributing and delivering pickup menu on the website which includes the menus of other participating vendors. During the term of this Agreement, in any literature or documentation distributed by Company to prospective customers, company shall have all the rights to use vendors menu.
10. Rights of the Company
The Company reserves the right to sell its contracts with the restaurants to other service providers. In the event the Company decides to transfer its website to another provider, the current contracts will also be transferred. Upon such transfer, the contracts shall continue to be valid and enforceable between the new service provider and The vendor unless otherwise provided in a subsequent Contract or Agreement.
Vendor also agrees that it will not solicit business from company’s clients or customers without a written consent from the company.
11. Terms & Termination
This Agreement shall be effective from the Effective Date and shall continue to be in full force and effect unless terminated (a) by mutual consent of both parties; or (b) upon the insolvency, cessation of business operations, or bankruptcy of either.
12. Entire Agreement
This Agreement contains the entire agreement between the parties relating to the rights herein granted and the obligations herein assumed. Any oral representations or modifications concerning this Agreement shall be of no force and effect excepting a subsequent modification in writing signed by all parties hereto.
Each party agrees to provide to the other party written notice in the event of a change of address or change in ownership. All notices given pursuant to this Agreement shall be in writing and shall be given in person, by mail (registered or certified mail, postage prepaid, return-receipt requested) to their respective address.
14. Time is of the Essence
Time is of the essence with respect to each provision of this Agreement. Failure on the part of any party hereto to complain of any act or failure to act, of the other party, or to declare the other party in default hereunder, regardless of how long such failure continues, shall not constitute a waiver of the rights of such party hereunder.
This Agreement may be amended by the Parties only by a written agreement.
This Agreement shall supersede and replace any and all prior agreements entered into or otherwise agreed to between the parties.
16. Applicable Law
This Agreement shall be governed by the laws of state of Karnataka.
17. Should any aspect of this agreement be judged to be illegal or unenforceable, all
other aspects of this agreement shall remain in full effect, and any nullified all
aspects of this service delivery agreement shall be replaced.
18. Vendor confirms that the vendor has read and understood the vendor agreement terms that are incorporated herein and are deemed to be part of this agreement. Parties hereby agree to be bound by this agreement terms of this vendor agreement .
IN WITNESS WHEREOF, this Agreement is entered into as of the date first set forth above.