Terms for Service Request Form (“Terms”)

These Terms form part of the Service Request Form ("SRF") and constitute a legally binding

Agreement made between you, whether personally or on behalf of Legal Entity (“Client”) and/or any

other legal entity having ownership or control of the Outlet(s), and Sorange OPC Private Limited

(“Service Provider”) (a registered company in India), governing the use of the Service(s) by the

Client.

PARTIES

Sorange OPC Private Limited (“Service Provider”) is engaged in the business of supplies and

services towards the Hospitality industry including but not limited to restaurants and delivery

outlets having operations within India. The Service Provider is a business consulting and

management compan providing end to end solutions to restaurants/delivery kitchens across the

industry and has the requisite registration under the applicable provisions of law to carry on

the business as such Service Providers.

2. The Client is engaged in the business of service of food and beverages.

3. The Client has offered, and the Service Provider has agreed to render its services.

4. Service Provider and Client are hereinafter also referred to as “Parties” collectively and “Party”

individually.

The Agreement includes and is applicable to all existing and future Outlet(s).

1. DEFINITIONS

1.1

The definitions and rules of interpretation in this clause apply to the SRF and the Terms for the

SRF.

AGREEMENT

“Agreement” shall mean and include the SRF and the Terms for the SRF collectively.

AGGREGATOR

“Aggregator” shall mean Zomato, Swiggy, UberEats and/or any such similar platforms engaged by the

Client for its Outlets.

AGGREGATOR’S COMMISSION

“Aggregator’s Commission” shall mean the base value of percentage charged by an Aggregator on the

Commissionable Amount excluding payment gateway fee, convenience fee or any other taxes which

the Aggregator may levy on the Client.

COMMISSIONABLE AMOUNT

“Commissionable Amount” shall mean the Order Value of the Outlets excluding applicable taxes levied

by the Aggregator.

CONFIDENTIAL INFORMATION

“Confidential information” shall mean technical, financial and commercial information and data

relating to the parties or their Affiliates’ respective business, finance, planning, facilities, product,

software, techniques and processes and shall include, but is not limited to, discoveries, ideas, concepts,

know-how techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models,

samples, flow charts, data computer programs, disks, diskettes, tapes, marketing plans, customers’

names and information, and other technical, financial or commercial information and intellectual

properties, whether in written, oral or other tangible or intangible forms.

FEE

“Fee” shall have the meaning as defined in Clause 6.1.

FORCE MAJEURE

“Force Majeure” means an event beyond the control of the Parties, which prevents either Party from

complying with any of its obligations under this Agreement.

INTELLECTUAL PROPERTY RIGHTS

“Intellectual Property (Rights)” means all intellectual property rights including but not limited to

know-how, inventions, data, discoveries, and industrial designs, whether patentable or not, and all

copyrightable materials including, but not limited to documentation, reports and tapes relating to

Services and/or Supplies;

ORDER VALUE

“Order Value” shall mean total revenue realised by the Client in the previous month, after deducting

discounts offered by the Outlets, but inclusive of charges towards packaging and delivery accruable to

the Client, and applicable taxes.

OUTLETS

“Outlets” shall mean and include:

a) All existing and operational establishments of the Client as mentioned in the SRF;

b) Any other establishment/branch established by the name of the Outlet(s) as mentioned in

the SRF by the Client.

SERVICES

“Services” means the Services to be supplied, and the obligations to be performed, by Service Provider

under this Agreement as specified in Annexure 1 and/or as otherwise provided under this Agreement;

START DATE

“Start Date” shall mean the date on which the Service(s) will commence and this Agreement will take

effect.

SUPPLIES

“Supplies” means the products to be supplied including all materials and products resulting from or in

relation to the Services to be provided or developed under this Agreement, or otherwise provided by

Service Provider or its subcontractors under this Agreement in any form or media, including without

limitation to data, diagrams, reports, specifications (including drafts), by the Service Provider under

this Agreement as specified in Annexure 2 and/ or otherwise provided under this Agreement.

1.2

The meaning of further terms may be defined in the Agreement, its Annexures and the

amendments to the Agreement and its Annexures.

1.3

The headings in this Agreement do not affect its interpretation.

1.4

In this Agreement (except where the context otherwise requires):

a) References to Client and Service Provider include their permitted assignees;

b) References to statutory provisions include those statutory provisions as amended or

re-enacted;

c) References to any gender include all genders;

d) References of singular includes the plural and vice versa;

e) Capitalized terms used in this Agreement are defined terms and shall have the meanings

given to them in Clause 1.1 of this Agreement.

1.5

Save where the context otherwise requires, references to sub-clauses, Clauses, Terms, SRF and

Annexures, are references to sub-clauses, Clauses, Terms, SRF and Annexures of this

Agreement.

1.6

A reference to a law is a reference to it as it is in force for the time being taking account of any

amendment, extension, application, or re-enactment and includes any subordinate legislation

for the time being in force made under it.

1.7

The SRF and Annexures form part of this Agreement and shall have effect as if set out in full in

the body of this Agreement. Any reference to this Agreement includes the SRF and Annexures.

In the event of a conflict between the provisions of the Annexures and the provisions set out in

the body of this Agreement, the latter shall prevail.

1.8 The terms and conditions of this Agreement shall supersede any conflicting terms and

conditions contained in any general terms and conditions, contractual documents or related

documents regarding the Services to be performed by Service Provider under this Agreement.

2. SERVICES

2.1

The Services covered by this Agreement are defined in Annexure 1 and shall be provided in

accordance with Annexure 1, however the same is not exhaustive.

2.2 Service Provider undertakes to provide the Services strictly in accordance with the provisions of

this Agreement.

2.3 The Services to be provided under this Agreement shall include the Supplies as may be required

by the Client for completion of the Services provided by the Service Provider more particularly

defined in Annexure 1. Such Supplies may be made by the Service Provider through its

subcontractors, sub-service providers and sub-vendors as per the rates offered by such

sub-contractors and sub-vendors.

2.4 The Service Provider shall be deemed to be an independent contractor in the performance of

Services under this Agreement.

3. SERVICE PROVIDER’S RESPONSIBILITIES

3.1

Service Provider shall manage and complete the Services in accordance with the specifications

of Annexure 1.

3.2 Dates and time periods in relation to performance of the Service Provider’s Services shall be

mutually decided between the Parties.

4. CLIENT’S RESPONSIBILITIES

4.1 Client shall:

a) Co-operate with Service Provider in all matters relating to the provision of the Services

under this Agreement.

b) Provide, in a timely manner, such accurate information as Service Provider may request, in

order to provide the Services.

c) Make timely payment to the Service Provider towards the invoices raised by him from time

to time.

d) Not decline the Services/Supplies made by the Service Provider on account of any defect

without discussing the same with the Service provider and without giving a chance to

rectify/ replace such defect.

5. CHANGE OF SERVICES

5.1

Client may, subject to the mutual written consent between both the Parties, issue a change of

scope of the Services to Service Provider and/or by other means order Service Provider to alter,

amend, omit, add to, or otherwise change Services of Service Provider or parts thereof, and

Service Provider shall carry out such changes within the limits and under the terms and

conditions of this Agreement as part of his obligations, and shall continue to be bound by the

provisions of the Agreement.

5.2 If the changes requested by Client entail an increase or reduction of the price or of the time

required for performance of the Services, Service Provider shall be entitled to additional

compensation and to the extent provided herein - extension of time for additional work or

services forming part of such changes. Agreed unit prices stated in this Agreement or any other

documents agreed between Client and Service Provider to comply with the terms of this

Agreement are also valid for such changes.

PAYMENT

6.1

The Client shall make the payment of Fee for the Services, as per the Payment Schedule set out

in the SRF, in favour of the Service Provider.

6.2

The Client shall make the complete payment of Fee by the 7^th of every month in favour of the

Service Provider.

6.3

The Fee charged shall be exclusive of Applicable Taxes. The Client shall be liable to pay all

applicable taxes payments, fees if any, and any other liabilities arising under and/ or pursuant

to executing the SRF. The Client shall be solely responsible for verifying and filing the

appropriate tax returns and remitting the proper amount to the appropriate taxing authorities,

where applicable. It is clarified that the Service Provider will not be liable for payment of any

taxes that the Client is required to pay under the applicable laws.

6.4

The Client shall deposit TDS (if deducted) to the relevant authority within stipulated time

period and shall produce documents verifying the same as and when required by the Service

Provider.

6.5

Invoices will be raised by the Service Provider for the same.

6.6

In the event of termination, the Client will settle all liabilities towards the Services / Supplies

made by the Service provider under this Agreement and other claims arising out of this

Agreement till the last date of Service provided by the Service Provider.

7. NOTICE

In the event where, due to reasonable circumstances, either Party seeks to terminate the

Agreement, a notice of at least 30 (thirty) days shall be provided to the other Party by the

Party terminating the Agreement. Clause 7 shall be read and executed in consonance with

Clause 13.

8. QUALITY OF SERVICES

8.1 Each Party warrants to the other that it shall perform the Services:

a) in accordance with the applicable laws and regulations;

b) in such a way as to conform in all respects with the Agreement.

9. INTELLECTUAL PROPERTY

9.1

In the event the Services provided under the Agreement result in Supplies, the following terms

and conditions shall apply:

a) Service Provider shall have full ownership rights in and to any Intellectual Property

Rights in the Supplies arising from the Services, in all jurisdictions wherever

enforceable.

b) The Intellectual Property Rights in any materials created by or licensed to Service

Provider or any of its affiliates outside of this Agreement and any subsequent

modifications to the same

(“Pre-Existing Works”) will remain vested in Service

Provider or its permitted affiliates, or the third party.

Clause 9 shall survive the expiration or termination of this Agreement for any reason.

10. LIABILITY AND INDEMNITY

Parties agrees and undertakes to indemnify and hold the other Party harmless against any and

all losses, damages, liabilities, claims, costs and expenses, including attorneys’ fees, arising out

of or in connection with any breach of a Party's representations and warranties or obligations

set forth in these Terms. Notwithstanding anything contained elsewhere to the contrary, the

indemnifying party agrees that if a remedy at law for any breach of the foregoing covenants be

inadequate, then the indemnified party may, in addition to any other remedies available, shall

also be entitled to apply for specific performance or injunction either prohibitory or mandatory.

11. SERVICE PROVIDER’S LIMITATION OF LIABILITY

Without prejudice to mandatory provisions under applicable law, Service Provider shall not be

liable to Client for indirect or consequential loss or damage (loss of profits, loss of revenues,

business interruption, loss of anticipated savings, increased cost of operation, loss of power,

downtime costs, cost of replacement of power) even after the Agreement has been terminated

or has ceased to have effect.

12. CONFIDENTIALITY, DATA PROTECTION, CLIENT PROPERTY

Both Parties shall:

a) Not use or disclose any information disclosed herein, other than for the sole purpose of

performing the Services under this Agreement, any secret and confidential information

relating to any party or to any of its affiliates or associated businesses.

b) Understand and acknowledge that all information relating to the other Party or its related

concerns which is disclosed to or acquired by the Party is secret and confidential unless:

i) It is in the public domain at the time of disclosure;

ii) It comes into the public domain other than as a result of a wrongful act or omission on the

part of the other Party or any of its affiliates; or

iii) It is disclosed to either Party by a third party in circumstances which do not involve a breach

of any obligation of confidentiality owed to the other Party; or

c) On request from the other party and in any event, on the expiry or termination of this

Agreement, return to the other Party all documents, notes and other materials obtained

directly or indirectly from the other Party or any of its related concerns, which contain

secret and confidential information belonging to either Party or any of its related

corporations, including all copies of such documents, notes and other materials.

Clause 12 shall survive the expiration or termination of this Agreement for any reason.

13. EFFECTIVENESS, DURATION AND TERMINATION

13.1 This Agreement shall come into effect on the Start Date and shall remain in full force and effect

unless terminated in accordance with Clause 7 and/or Clause 13.2.

13.2 Without prejudice to any other rights or remedies to which the Service Provider may be

entitled, Service Provider may terminate this Agreement on the following grounds:

a) The Client commits any breach of its obligations under Clause 6.1 and fails to remedy that

breach within seven (7) calendar days of receiving written notice from Service Provider

requiring its remedy; or

b) An order is passed, or a resolution is passed for the winding up of the Client, or

circumstances arise which entitle a court of competent jurisdiction to make a winding up

order in relation to the Client; or

c) There is a change of control of Client and its affairs.

Breach of obligation under Clause 13.2 (a) shall be construed as an intention to terminate the

Agreement by the Client.

13.3 On termination of this Agreement for any reason, Service Provider shall immediately deliver to

Client all copies of information or data provided by Client to Service Provider for the purposes

of the Agreement. Service Provider shall certify to Client that copies of such information or

data have not been retained.

13.4 Termination of this Agreement, however it arises, shall not affect or prejudice the accrued

rights of the Parties as at termination or the continuation of any provision expressly stated to

survive, or implicitly surviving termination.

14. FORCE MAJEURE

14.1 Neither Party shall be liable for any delay in performing or failure to perform its obligations

under if the delay or failure results from an event of “Force Majeure.” Force Majeure means an

event that was not foreseeable by the affected Party at the time of execution of this Agreement,

is unavoidable and outside the control of the affected Party, and for which the affected Party is

not responsible, provided such event prevents the affected Party from performing the

respective Services despite all reasonable efforts, and the affected Party provides notice to the

other Party within five (5) calendar days from occurrence more particularly defined in Clause 1.

If an event of Force Majeure occurs which exceeds thirty (30) calendar days either Party shall

have the right to terminate the Agreement forthwith by written notice to the other Party. Each

Party shall use its reasonable endeavours to minimise the effects of any event of Force Majeure.

15. GENERAL

15.1 Service Provider shall not assign, sub-contract, transfer, or encumber this Agreement or any

parts thereof (including any monetary receivables from customers of Outlet(s)) without prior

written approval of Client.

15.2 The failure to exercise or delay in exercising a right or remedy provided by this Agreement or

by law does not constitute a waiver of the right or remedy or a waiver of other rights or

remedies. A waiver of a breach of any of the terms of this Agreement or of a default under this

Agreement does not constitute a waiver of any other breach or default and shall not affect the

other terms of this Agreement. A waiver of a breach of any of the terms of this Agreement or of

a default under this Agreement will not prevent a Party from subsequently requiring

compliance with the waived obligation.

15.3 The relationship of the Parties is that of independent parties dealing at arm’s length and

nothing in this underlying contractual relationship shall be construed to constitute Service

Provider as an agent or employee of Client or so as to have any kind of partnership with Client,

and Service Provider is not authorised to represent Client as such.

15.4 Any notice shall be given by sending the same through electronic mail to the address of the

relevant Party or to such other address as such Party may have notified to the other for such

purposes. E-mails expressly require written confirmation issued by the receiving Party.

15.5 The invalidity or unenforceability of any term or of any right arising pursuant to this

Agreement shall not adversely affect the validity or enforceability of the remaining terms and

rights, and this Agreement shall be given effect as if the invalid, illegal or unenforceable

provision had been deleted and replaced by a provision with a similar economic effect to that of

the deleted provision if this can be achieved by another provision.

15.6 No variation or amendment of this Agreement or of any of the documents referred to in it shall

be valid unless it is in writing and duly signed by authorised representatives of each of the

Parties.

15.7 The Parties shall do and execute all such further acts and things as are reasonably required to

give full effect to the rights given and the transactions contemplated by this Agreement.

15.8 Each notice, instrument, certificate, or other communication to be given under this Agreement

shall be in the English language.

15.9 Client shall not, either during the term of this Agreement or for a period of 7 years following

the termination of this Agreement for any reason, directly or indirectly contact or solicit any

employee/consultant of the Service Provider with whom the Client have dealt during the term

of this Agreement, for the purpose of employment or any other Service which is same as or

substantially similar to, or in competition with Service provided by the employee/consultant

under this Agreement.

16. GOVERNING LAW AND JURISDICTION

16.1 This Agreement shall be governed by and construed in accordance with the laws of India.

16.2 The parties agree that any dispute, issue and difference between the Parties hereto under or in

respect of any matter under this Agreement which require clarification and deliberation, shall

be resolved amicably by the Parties within 15 (Fifteen) days, failing which the dispute shall be

referred for resolution by way of arbitration with the exclusive jurisdiction of the sole arbitrator

to be appointed as per the provisions of the Arbitration and Conciliation Act, 1996, as amended

up to date. The Parties further agree that the Arbitration proceedings shall be conducted by fast

track procedure as per the provisions of section 29B of Arbitration and Conciliation Act, 1996

as amended by Act No. 3 of 2016 (w.e.f. 23.10.2015). The seat of the Arbitration shall be in New

Delhi and only the courts in Delhi shall have exclusive jurisdiction in relation thereto. The

award made by the arbitrator shall be final and binding on the parties hereto. The language of

Arbitration proceedings shall be in English.

16.3 However, Client and Service Provider shall not be prevented from enforcing its own

Intellectual Property Right remedies or seeking in the competent courts of any country an

injunction or other interim relief remedy.

17. ENTIRE AGREEMENT

17.1 This Agreement and the documents referred to in it, constitute the entire Agreement and

understanding of the Parties and their legal predecessors or legal successors, including their

affiliates and replace any previous agreement between the Parties relating to the subject matter

of this Agreement. This Agreement may be executed in two (2) or more identical counterparts,

each of which shall be deemed to be an original and all of which taken together shall be deemed

to constitute this Agreement.

17.2 Neither Party shall rely on any statement, representation or promise made by the other except

as expressly set out in this Agreement with regard to the subject matter of this Agreement. The

terms and conditions contained in this Agreement are the only terms and conditions upon

which the Client is prepared to deal with Service Provider for providing the Services covered by

this Agreement and they shall govern each contractual relationship with regard to such Services

to the entire exclusion of all other terms or conditions. No terms or conditions endorsed upon,

delivered with or contained in Service Provider’s quotations, specifications, general terms and

conditions or similar documents will form part of the contractual relationship for providing

such Services, and Service Provider waives any right which it otherwise might have to rely on

such other terms and conditions. No variation of this Agreement or of any of the documents

referred to in it shall be valid unless it is in writing and signed by duly authorised

representatives on behalf of each of the Parties.

Annexure 1

SERVICES

The Services mentioned in the Agreement may include but are not necessary or limited to the

following:

1. Aggregator Handling & Management

2. Marketing & Social Media

3. Consultancy

4. Branding & Packaging

5. Customer Experience Solutions

6. Feedback Generation

7. Business Expansion & Legal Compliances

8. Menu Overhauling

9. Generation of Performance Reports

10. Any other Service rendered in the course of business.

Annexure 2

SUPPLIES

The Supplies mentioned in the Agreement may include but are not necessary or limited to the

following:

Art Work

Digital Creatives & Digital Consulting

Online Creatives

Offline Creatives

Designs

Content

Slogans

Punchlines

Any other work required by the Client