Terms and Conditions for Festive Ads (“Terms”)

Terms and Conditions for Festive Ads (“Terms”)#

These Terms form part of the Sponsored Listing Service Request From ("Form") and constitute a legally binding agreement made between you, whether personally or on behalf of an entity (the "Restaurant Partner"), and Zomato Limited (formerly known as Zomato Private Limited) and its affiliates (collectively, "Zomato"), regarding use of Zomato's Platform (as defined below) through which the Restaurant Partner’s restaurant(s) shall be promoted by way of a sponsored listing.

I. Definitions#

“Advance Fee” shall have the meaning as defined in clause III of these Terms.
“Banner” shall mean the Restaurant’s advertisement, shown on the Platform.
“Fee” shall have the meaning as defined in clause III of these Terms, which shall be payable by the Restaurant Partner to Zomato for the Banner.
“Form” shall mean the service request form executed by the Restaurant Partner wherein all details pertaining to the Restaurant Partner’s banner advertisement shall be captured.
“Party(ies)” shall mean the Restaurant Partner and Zomato.
“Platform” shall mean the website located at, www.zomato.com; and mobile application, owned and operated by Zomato.
“Restaurant” shall mean a commercial establishment(s) for which the Restaurant Partner is executing the Form, wherein food and beverage items are prepared and/or delivered to the customers.
“Service” shall mean the advertisement services provided by Zomato for promotion of the Restaurant through Banner on the Platform.
“Service Effective Date” shall mean the date on which the Banner will go live on the Platform.

II. Restaurant Partner’s Rights and Obligations#

The Restaurant Partner is promoting the Restaurant with a Banner, as stated in the Form through the Platform.
The Restaurant Partner shall provide all information and content including artwork, creative(s), logo(s), picture(s), and write-up with respect to the Restaurant used in the Banner. Restaurant Partner shall ensure that it has all rights, title and interest in the aforementioned creative it shares with Zomato and that the same are compliant with the Restaurant Partner’s internal branding guidelines.
The Restaurant Partner agrees and acknowledges that Zomato shall be authorised to use the logo and brand name of the Restaurant for its promotions.
Restaurant Partner shall provide the aforementioned artwork, creative(s), logo(s), picture(s), and write-up to Zomato on or before 3 (three) working days prior to the Service Effective Date. In the event the Restaurant Partner does not submit the creative/ artwork to Zomato, the promotions shall be deemed to have been running live from the Service Effective Date
In the event the Restaurant Partner has an ongoing collaboration with a third party and wishes to promote such collaboration on Zomato, the Restaurant Partner shall provide Zomato with a letter from the third party acknowledging its collaboration with the Restaurant Partner and provide a no-objection to the collaboration being promoted on the Platform. It shall be the Restaurant Partner’s obligation to apprise the third party of the Form and Term.
Restaurant Partner shall not share or disclose the Zomato provided online Restaurant Partner dashboard access or any of its inbuilt features to any third party. The Restaurant Partner agrees to keep the contents of the Form and these Terms confidential at all times.
Zomato does not guarantee the reach or turnover to the Restaurant Partner and shall not be responsible for any loss occurred to the Restaurant Partner due to any such reasons.
Restaurant Partner shall provide Zomato with copies of its PAN, TIN, TAN. GSTIN FSSAI, etc. Restaurant Partner shall be required to furnish a copy of these documents, failing which, Zomato reserves the right to not go-live with the Banner and / or suspend the Banner till such time as the aforementioned documents are received.

III. Payment#

In consideration of the Services, the Restaurant Partner shall pay Zomato the service fee as communicated in the Form (“Fee”). The Fee charged shall be exclusive of applicable taxes.
Zomato shall raise invoices on the Restaurant Partner for the Fee in the manner as set out in the Form. Unless otherwise set out in the Form, any Fee (other than Advance Fee), payment for such invoice(s) will be settled by way of reduction from the weekly payouts of the Restaurant Partner. Amount deducted shall reflect separately and identifiable on the Restaurant Partner’s statement of account.
In the event Zomato requires the Restaurant Partner to make pre-payment of Fee or a portion of the Fee for the Banner (“Advance Fee”), the Restaurant Partner shall make payment towards the same at least ten (10) days prior to the prior to the activation / provision of Service.
The Restaurant Partner shall be liable to pay all applicable taxes, payments, fees, and any other liabilities arising under and/ or pursuant to executing the Form. Notwithstanding the aforesaid, in the event, Restaurant Partner fails to make the payment to Zomato within fifteen (15) days from the due date, Zomato reserves the right to set off, withhold and/or deduct the payments that are due to Zomato under the Form against any payments that are payable by Zomato to the Restaurant Partner under any other agreement or arrangement between Zomato and the Restaurant Partner or its affiliates.
If as per the applicable tax laws, the Restaurant Partner is liable to deduct taxes at source (“TDS”) on the amount payable to Zomato, then the Restaurant Partner shall make payment net of such TDS and shall provide a proof of such TDS deduction within time stipulated under the applicable law. In case of non-receipt of TDS credit, Zomato shall have a right to claim such TDS amount as recoverable from the Restaurant Partner against the invoice issued.
In order to comply with the provisions of Goods & Services Tax (GST) laws applicable in India, all invoices shall be issued by Zomato from its respective registered State office from where the Services are being rendered by Zomato. The list of respective state registered offices of Zomato across India is available at https://www.zomato.com/licenses.

IV. Zomato’s Rights and Obligations#

Zomato shall place the Restaurant Partner Banner on the Platform pursuant to the Restaurant Partner executing the Form and accepting and complying with these Terms and the Restaurant Partner’s promotion on Zomato is offered without any performance guarantee.
Zomato shall be under no obligation to refund and/ or repay the amount (full or part) received form the Restaurant Partner pursuant to signing the Form.
Zomato shall be under no obligation to amend and/ or alter the Banner show-case dates on the Platform pursuant to a request received from the Restaurant Partner.
Zomato shall not provide the Service on an exclusive basis and reserves the right to sell additional promotional space to any third party, without changing the position and size of the Restaurant Partner’s Banner and listing space.
Zomato reserves the right to not go-live with the Banner and / or suspend the Banner till such time as the Restaurant Partner provides its PAN, TIN, TAN or any other details required by Zomato and/ or a statutory authority.
Zomato shall not be responsible for any action initiated by any party as a result of the Restaurant Partner’s Banner on the Platform.
In the event Restaurant Partner’s payment(s) are not received prior to the Service Effective Date, Zomato shall be under no obligation to go-live with the Banner.

V. Term and Termination#

The Form shall be for the period as more specifically set out under the Form.
Either Party may terminate the arrangement as contemplated in the Form and these Terms by giving the other Party a prior written notice of thirty (30) days. In case the Restaurant Partner fails to give notice to Zomato about its intention to terminate, the Restaurant Partner shall be liable to pay Zomato for the entire duration as set out in the Form.
Suspension of Services by Zomato due to the Restaurant Partner not complying with any of the Terms hereunder will not amount to Termination of the Services under this clause and / or breach of these Terms.
In the event that Restaurant Partner has made Advance Fee to Zomato, for availing Banner advertisement on the Platform and either Party terminates the Service, Zomato shall not be required to refund such Advance Fee.

VI. Intellectual Property Rights#

The intellectual property rights in the artwork and content provided by the Restaurant Partner hereunder shall vest solely with the Restaurant Partner. The Restaurant Partner agrees and acknowledges providing Zomato with an unrestricted, non-exclusive, royalty-free license in respect of all content and information provided by the Restaurant Partner to Zomato.

Both parties shall retain all rights in their individual intellectual property rights and executing the Form and/ or accepting the Terms does not give either party rights in the other parties intellectual property rights, unless otherwise agreed.

VII. Confidentiality#

Zomato does not share any information of the Restaurant Partner with third parties unless requisitioned by government authorities, court or under law.
The Restaurant Partner must not disclose any confidential information about Zomato and the arrangement contemplated hereunder with third parties.

VIII. Indemnity and Limitation of Liability#

The Restaurant Partner agrees and undertakes to indemnify and hold Zomato harmless from all/any disputes and contentions raised by any third party regarding (i) the creative and artwork shared by the Restaurant Partner hereunder; (ii) services and goods offered by the Restaurant Partner; (iii) against any tax liability that may arise against Zomato on account of the non-payment of Taxes by the Restaurant Partner under these Terms; and (iv) from consequences thereof as may be suffered or incurred by either Party including legal costs and fees incurred by the Party to protect or defend itself and its interests.
Neither party shall be liable to the other party for any, indirect, incidental, consequential, special, or exemplary damages or any damages for lost data, business interruption, lost profits, lost revenue or lost business arising from the Restaurant Partner’s promotions on Zomato (even if that party has been advised of the possibility of such damages).
Notwithstanding anything to the contrary herein contained, Zomato’s aggregate liability under the Form and Terms shall not exceed the Fee received from the Restaurant Partner.

IX. Governing Law and Dispute Resolution#

The Form read along with these Terms shall be governed in accordance with the laws of India and the courts of New Delhi shall have exclusive jurisdiction to preside over any matters arising hereunder.

X. Disclaimers#

To the fullest extent permitted by law, Zomato and its affiliates, and each of their respective officers, directors, members, employees, and agents disclaim all warranties, express or implied, in connection with the Form, these Terms, the Platform and the Zomato services and any use thereof, including, without limitation, the implied warranties of Restaurant Partner Restaurant Partnerability, fitness for a particular purpose and non-infringement. Zomato makes no warranties or representations about the accuracy or completeness of the Platform's or the Zomato services' content or the content of any other websites linked to the Platform, and assumes no liability or responsibility for any (a) errors, mistakes, or inaccuracies of content and materials, (b) personal injury or property damage, of any nature whatsoever, resulting from the Restaurant Partner's access to and use of the Platform and the Zomato services, (c) any unauthorized access to or use of Zomato' servers and/or any and all personal information and/or financial information stored therein, (d) any interruption or cessation of transmission to or from the website or otherwise with respect to the Zomato services, (e) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the website or the Zomato services by any third party, and/or (f) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Platform.

XI. Notice Requirements#

Factors that prevent you from fulfilling your obligations towards Zomato hereunder should promptly be reported to Zomato by contacting the account manager appointed by Zomato.

XII. Modification#

Zomato may modify these Terms from time to time, and any such changes will (i) be reflected on the Platform, (ii) be effective immediately upon the changes being reflected on the Platform (iii) not apply to any disputes arising prior to the effective date of such change. The Restaurant Partner agrees to be bound to any such changes or modifications and understands and accepts the importance of regularly reviewing these Terms as updated on the Platform.
Further, in the event Zomato upgrades, modifies or replaces the services (“Service Modifications”) offered to the Restaurant Partner, Zomato will notify the Restaurant Partner prior to making the same and give the Restaurant Partner the opportunity to review and comment on the Service Modifications before continuing to use the Service or any alternate service offered by Zomato. The Service Modifications will also be reflected on the Platform. If the Restaurant Partner continues to use the Service or any alternate service offered by Zomato, following any notice of the Service Modifications, it shall constitute the Restaurant Partner’s acceptance of such Service Modifications.