TERMS AND CONDITIONS OF CLIENT ENROLMENT FORM FOR ZOMATO FOR ENTERPRISE SERVICES

Last updated on 11 March, 2025

These terms and conditions apply to the Services provided by Zomato ("Terms") and must be read with the Client Enrolment Form for the Zomato for Enterprise Services ("Form"). The Applicable Terms constitute a legally binding arrangement between the Client and Zomato Limited ("Zomato"), regarding the use of Services (as defined hereinafter). These Terms shall apply with such modifications as may be necessary basis the choice of model (i.e., Accumulating Budgets Model or Non-Accumulating Budgets Model). For abundant clarity, the entire Terms shall be applicable in case the Client chooses to avail both models.

The Client and Zomato are individually referred to as a 'Party' and collectively referred to as 'Parties'.

Part A- Terms applicable for Zomato for Enterprise - Accumulating Budgets Model:

1. Meaning and Scope:
   1. The Zomato for Enterprise - Accumulating Budgets Model means the Meal Plans that require unutilised balance to carry forward over time. In the event the Client opts for the Zomato for Enterprise- Accumulating Budgets Model: (i) Zomato shall cause the distribution of the Co-branded PPIs (including Zomato Gift Card(s)) on the Platforms to the Eligible User(s), as issued by the PPI Issuer and/or (ii) Eligible User(s) shall be provided with access to the Platforms to place Orders and/or pay using Dining (not exceeding the Co-branded PPI balance), manageable by the Client through the Zomato Corporate Platform. For the purposes of Zomato for Enterprise- Accumulating Budgets Model, the following terms are applicable:
      1. “Co-branded PPI” means the co-branded prepaid payment instruments (including Zomato Gift Card(s)) issued by the PPI Issuer on the Platforms.
      2. “Zomato Gift Card(s)” shall have the meaning ascribed to it at https://www.zomato.com/policies/gift-card/.
      3. “PPI User Terms” means the terms and conditions applicable to the use of the Co-branded PPI by the Eligible User(s) available on Platforms at the time of onboarding of the Eligible User(s).
      4. “PPI Issuer” shall mean the entity authorized by the Reserve Bank of India to issue the Co-branded PPI and is further engaged to issue such prepaid payment instruments under a co-branding arrangement with Zomato.
   2. Zomato shall, at the request of the Client, distribute Co-branded PPIs to Eligible User(s) on the Platforms, as communicated by the Client. The Co-branded PPI shall be issued by a PPI Issuer subject to successful KYC done by the Eligible User(s) and such other compliances as may be required.
   3. The Eligible User(s) may use the balance available in the Co-branded PPI to pay for Orders placed on the Platforms and/or for using Dining.
   4. The Client agrees that a payment aggregator permitted by the Reserve Bank of India may be used to facilitate transfer of funds from the Client to the PPI Issuer.
2. Zomato’s Obligations:
   1. Zomato shall market, promote and facilitate the distribution of the Co-branded PPI to the Eligible User(s).
   2. Zomato shall not be responsible for non-issuance or non-activation or inability of Eligible User(s) to use the Co-branded PPI in any manner whatsoever.
3. Client’s Obligations:
   1. In the event of any change or modification in the terms of the arrangement between Zomato and the PPI Issuer, the Client and Zomato shall mutually co-operate in such transition and provide such support as may be necessary.
   2. The Client agrees and acknowledges that the issuance and distribution of Co-branded PPI and provision of the services to the Eligible User(s) will be subject to completion of the onboarding process on Platforms and the Eligible User(s) meeting the KYC norms and verification by the PPI Issuer, and acceptance of the PPI User Terms and any other terms and conditions issued by the PPI Issuer from time to time.
   3. Any adjustments with respect to the amount loaded into the Co-branded PPI of the Eligible User(s) and the outstanding amount in the Co-branded PPI at the time of separation of the Eligible User(s) from the Client, shall be dealt with strictly between the Client and the Eligible User(s) without Zomato being made a party to any such settlement, adjustment, set off, dispute, etc.
4. Consideration, Taxes and Payment Terms:
   1. The Client may pay the amount to be loaded/reloaded into the Eligible User(s)’ Co-branded PPIs at such duration as agreed between the designated representatives of the Parties.
   2. For the purpose of loading/reloading of the Co-branded PPIs of the Eligible User(s), the Client may request an estimate and Zomato may provide such an estimate in the manner agreed between the Client and Zomato.
   3. The loading/reloading of the amount into the Eligible User(s)’ Co-branded PPIs shall not exceed the Corporate Limit for Zomato for Enterprise (as defined hereinbelow).

Part B- Terms applicable for Zomato For Enterprise - Non Accumulating Budgets Model:

1. Meaning and Scope:
   1. The Zomato For Enterprise- Non Accumulating Budgets Model means the Meal Plans that require unutilised balance to not carry forward over time. The usage of the Platforms is provided to the Eligible User(s) in order to enable the Eligible User(s) to place Orders on the Platforms and/or for Dining not exceeding the Corporate Limit for Zomato For Enterprise.
   2. The Consumption Amount shall not at any time exceed the Corporate Limit for Zomato For Enterprise.
   3. Zomato may, subject to the Applicable Terms and upon the Eligible User(s) completing the required onboarding formalities with Zomato, enable access to the Platforms and any other services provided by Zomato, to Eligible User(s) of the Client.
   4. The Eligible User(s) shall place Orders basis the Meal Plans created by the Client on the Platforms using their Account, provided that the Eligible User(s) verifies their official email ID issued by the Client on the Platforms, failing which the Eligible User(s) shall not be able to access the aforesaid through the arrangement contemplated herein.

Part C: Common Terms applicable to Zomato for Enterprise Services:

1. Definitions:

   1. “Account” means the login created by an Eligible User(s) on the Platforms duly verified through their official email ID issued by the Client to the Eligible User(s) by entering a one-time password on the Platforms.
   2. “Applicable Terms” means these Terms and the Form, the terms available at https://www.zomato.com/conditions, and includes any other communication made by Zomato to the Client and/or the Eligible User(s) from time to time in relation to the Services.
   3. “Applicable Laws” includes all laws, ordinance, statutes, rules, orders, decrees, injunctions, licenses, permits, approvals, authorisations, consents, waivers, regulations of any governmental authority having jurisdiction over the relevant matter in effect as of the date hereof or as may be amended, supplemented or modified from time to time.
   4. “Business Day” means a day (other than Saturday or Sunday) on which banks are open for business in New Delhi, India.
   5. “Client” means the entity that has or is seeking to make available the Services to its employees as further detailed in the Form.
   6. “Commercial Invoice” means the monthly report containing particulars specified in Annexure A of the Form.
   7. “Consumption Amount” means the total value (in INR) of Orders placed by all the Eligible User(s) on the Platforms, which shall be displayed on the Zomato Corporate Platform and shall at no time exceed the Corporate Limit for Zomato For Enterprise. For abundant clarity, Consumption Amount shall not include any amounts paid by the Eligible User(s) in their personal capacity separate from the amount assigned to them as per the Meal Plans.
   8. “Consumption Period” means a duration of 1 (one) calendar month, starting from the first day of the calendar month and ending on the last day of that calendar month, except that the first Consumption Period shall start on the Effective Date and end on the last day of the calendar month in which the Effective Date occurs.
   9. “Corporate Limit for Zomato For Enterprise means the maximum amount as set out in the Form mutually agreed between the Parties up to which all the Eligible User(s) together shall be permitted to place Orders and/or pay using Dining and/or pay for services on the Platforms. It is clarified that the Corporate Limit for Zomato for Enterprise made available to the Eligible User(s) under the Zomato for Enterprise - Non Accumulating Budgets Model shall not be available for use on the Platforms.
   10. “Designated Client Representative” means the employee(s) of the Client, authorized by the Client to carry out the execution of the Services and includes all employees that have access to the Platforms and/or the Zomato Corporate Platform, as the case may be.
   11. “Effective Date” refers to the effective date of the Form as set out in the Form being the date on and from which the Services have been made available by Zomato.
   12. “Eligible User(s)” means the list of users that the Client deems fit for availing Zomato for Enterprise Services.
   13. “Enterprise Platform Fees” means the fee payable towards the use of the Zomato Corporate Platform by the Designated Client Representatives.
   14. “Meal Plans” means the meal construct created by the Client on the Zomato Corporate Platform to be used by the Eligible User(s) that may be agreed between the Parties from time to time. This includes but is not limited to the ordering limits per Eligible User(s), delivery location and other features as may be relevant from time to time. Zomato Corporate Platform enables the Client to create / modify Meal Plans, as needed.
   15. “One-time Client Onboarding Fees” means the non-refundable amount set out in the Form, payable by the Client when availing Services from Zomato.
   16. “One-time Eligible User(s) Onboarding Fees” means the non-refundable, per Eligible User(s) amount set out in the Form, payable by the Client to Zomato.
   17. “Order” means the placement of an order by the Eligible User(s) for the purchase of food, beverage and/or grocery items (as applicable), and/or for availing Dining via the Platforms and shall also include ancillary purchases including subscriptions.
   18. “Sensitive Personal Data or Information” shall have the meaning ascribed to such term in the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, or any other applicable law, as amended from time to time.
   19. “Term” shall have the meaning ascribed to it in the Form.
   20. “User Data” means any and all identifiable information about Eligible User(s) provided by the Client, including, but not limited to, Sensitive Personal Data or Information, Eligible User(s)’s name, delivery addresses, email addresses, phone numbers, and preferences, to be governed by the privacy policy located at https://www.zomato.com/privacy.
   21. “Zomato Corporate Platform” means the platform available at enterprise.zomato.com available for use by the Client to, inter-alia, monitor and manage the usage of Platforms by its Eligible User(s). This includes onboarding and exiting Eligible User(s), creation of Meal Plans, viewing usage reports and accessing any related features built by Zomato for the Client.
   22. “Dining” means the option that is available on Platforms that allows Eligible User(s) to make payment of the dining bill and/or avail discounts on the dining bill bookings at restaurant partners listed with Zomato. The Eligible User(s) using Dining shall always be governed by the terms and conditions available at https://www.zomato.com/policies/zomato-dining-experiences/.
   23. “Zomato for Enterprise Services”/ “Services” collectively means services rendered to the Client under the Zomato for Enterprise - Accumulating Budgets Model and Zomato for Enterprise - Non Accumulating Budgets Model.
   24. “Platforms” means Zomato’s (i) website(s) accessible at www.zomato.com (ii) mobile site(s) and/or (iii) mobile application(s) bearing name, Zomato, which enables the Eligible User(s) to, inter alia, (a) place an Order; and/or (b) track the status of the Order; and/or (c) accepts payment by the Eligible User(s) towards the Orders; and (iv) website(s) accessible at https://www.district.in (v) mobile site(s) and/or (vi) mobile application(s) bearing name, ‘District by Zomato’, which enables the Eligible User(s) to, inter alia (a) make payment using Dining; and/or (b) dine out at restaurant partners’ outlets onboarded with Zomato and facilitates the payment collection.

2. Client’s Obligations:

   1. The know-your-customer details provided by it to Zomato for the purpose of onboarding shall be complete, valid and accurate.
   2. The Client shall share valid and accurate official email IDs or any other User Data with Zomato (via email or Zomato Corporate Platform) in accordance with consent of the Eligible User(s), as may be necessary for provision of the Services. The Client shall be solely responsible for any claims arising out of unauthorised sharing of such User Data of the Eligible User(s) with Zomato.
   3. The Client agrees to provide necessary information and documents to Zomato and generally extend its co-operation as necessary in respect of any audit, enquiry or inspection of Zomato by any regulatory or statutory authority in relation to this arrangement.
   4. The Zomato Corporate Platform shall be used by the Designated Client Representative to set or change attributes available therein including the list of Eligible User(s) which shall be maintained and updated by the Client using the Zomato Corporate Platform. Alternatively, the Designated Client Representative may send an email to zfesupport@zomato.com for execution of any changes on the Client’s behalf with respect to attributes available on the Zomato Corporate Platform, which shall be executed by Zomato in no later than 7 (seven) Business Days. Zomato shall provide access to the Client for viewing its usage of the Services on the Zomato Corporate Platform. The Client shall not and shall not attempt to share, reverse engineer, decompile the dashboard/Zomato Corporate Platform and shall always keep the login credentials secure and confidential.
   5. The Client hereby authorises Zomato to use its name, brand name, logo, wordmark, trademark, service marks, etc., for representation as a customer of the Services on the Platforms and/or the Zomato Corporate Platform, as the case may be.
   6. The usage of Platforms by the Eligible User(s) is subject to payment by the Client in accordance with the Terms and is manageable by the Client through the Zomato Corporate Platform.
   7. The Client shall immediately remove such Eligible User(s) who discontinue their association or employment with the Client, and shall be solely and absolutely responsible for failure in removal of such personnel through the Zomato Corporate Dashboard. The Designated Client Representative may send an email to zfesupport@zomato.com for execution of any changes on the Client’s behalf including with respect to removal of Eligible User(s), which shall be executed by Zomato in no later than 7 (seven) Business Days. For clarity, in case the Client delays or fails to modify the list of Eligible User(s) and one or more of the erstwhile Eligible User(s) place an Order, the value of such Order shall be deducted from the Corporate Limit and the Client shall be responsible for making payment of such Order.
   8. Where the Client is availing income tax benefits, the Client shall be responsible for compliance with the applicable provisions of ncome tax laws. Zomato shall not be responsible for any non- compliance with the income tax laws by the Client or by the Designated Client Representative/Eligible User(s).
   9. The Client shall make timely payments of the Consumption Amount to Zomato, as per the Commercial Invoice, in accordance with prescribed timelines.
   10. The Client shall, in case it ceases to do business, closes operations for a material term or is otherwise unable to perform its obligations, inform Zomato promptly.
   11. With respect to Dining, the Client agrees and acknowledges that the Consumption Amount shall be payable by the Client to Zomato in accordance with the terms of the Agreement irrespective of the internal approval mechanism agreed between the Client and the Eligible User(s) and irrespective of such approvals being granted by the Client to its Eligible User(s).

3. Zomato’s Obligations:

   1. Zomato shall provide access to the Platforms to the Eligible User(s) and the Zomato Corporate Platform to the Client.
   2. Zomato shall facilitate the Zomato for Enterprise Services to the Client and the Platforms and/or the Zomato Corporate Platform, as the case may be, to the Eligible User(s), on the directions of the Client.
   3. Zomato shall endeavour to inform the Client of planned downtimes, if any, of the Platforms and/or the Zomato Corporate Platform, as the case may be.
   4. Zomato shall not be required to perform any obligation not expressly set forth herein.

4. Representations and Warranties: Each Party represents and warrants to the other Party that:

   1. it is duly organised, validly existing and in good standing under the laws of India and it has the requisite legal right, power and authority to enter into this arrangement, exercise its rights and perform its obligations under this arrangement;
   2. there are no legal proceedings pending or contemplated by it or against it that would materially or adversely affect its ability to perform its obligations under this arrangement;
   3. all licenses, consents, registrations, approvals, memberships, and permits which are necessary to perform its obligations under these Terms have been obtained and will remain valid and subsisting throughout the subsistence of this arrangement; and
   4. it shall comply at all times with Applicable Laws.

5. Consideration, Taxes and Payment Terms:

   1. The Corporate Limit for Zomato For Enterprise may be reduced by Zomato from time to time depending on the Consumption Amount, amount loaded/reloaded into the Eligible User(s)’ PPIs, financial conditions of the Client, any other factors that may impact or may likely to impact the ability of the Client to pay the Commercial Invoice. However, the Corporate Limit for Zomato For Enterprise may be increased only upon receipt of written communication from the Client and acceptance of the same by Zomato.
   2. Zomato shall share a Commercial Invoice with the Client in relation to the Consumption Amount and/or Co-branded PPIs issued to the Eligible User(s) on a monthly basis on or before the 3rd (third) day of every calendar month, based on which the Client shall settle the total payable amount to Zomato. The Commercial Invoice for the first month from the Effective Date shall only relate to the period from the Effective Date till the end of that calendar month. For abundant clarity, in the event the Client and/or the Eligible User(s) start availing the Services on 17th of January, Zomato shall share the Commercial Invoice as on 31st January and for the subsequent months, the Commercial Invoice shall be shared for the entire month. Zomato will provide transactional break up as provided in Annexure B of the Form for the Orders.
   3. Upon receipt of the amounts set out in the Commercial Invoice in full, the Corporate Limit for Zomato For Enterprise available to the Client shall be adjusted to the extent of the monies so received. If the Commercial Invoice is not paid in full, Zomato may, at its discretion and without prejudice to any other rights available to it, suspend all or part of the Services made available to the Client.
   4. Zomato shall provide its bank details for the purpose of bank transfers to the Client for settlement of the total payable amount to Zomato.
   5. The Client shall not deduct taxes at source (“TDS”) on the total payable amount as it is only a reimbursement of the amount payable by the Client on behalf of the Eligible User(s).
   6. In consideration of the provision of the Services, the Client shall pay One-time Client Onboarding Fees (plus applicable taxes), One-time Eligible User(s) Onboarding Fees (plus applicable taxes) and Enterprise Platform Fees (plus applicable taxes). Zomato shall raise tax invoices on the Client for payment of One-Time Client Onboarding Fees, One-time Eligible User(s) Onboarding Fees and Enterprise Platform Fees as set out in the Form. Tax invoices raised by Zomato shall contain such particulars as prescribed under the GST Act and Rules thereunder, as amended from time to time for the Fees payable by the Client.
   7. If as per the applicable tax laws, the Client is liable to deduct taxes at source (“TDS”) on the One-Time Client Onboarding Fees, One-time Eligible User(s) Onboarding Fees and Enterprise Platform Fees paid to Zomato, Client shall make payment of One-Time Client Onboarding Fees, One-time Eligible User(s) Onboarding Fees and Enterprise Platform Fees net of such TDS and shall provide a proof of such TDS deduction within time stipulated under applicable the tax laws. In case of non-receipt of TDS credit and TDS certificate, Zomato has a right to claim such TDS amount as recoverable from the Client against the invoice issued.
   8. Upon signing of the Form, the Client shall provide GST Identification Number and such other documents as may be required by Zomato for the purpose of generating appropriate invoices and for settlement of payments.
   9. The Client agrees that the Order placed by the Eligible User(s) shall include ancillary charges such as delivery charges, brand pack charges, Zomato gold subscriptions, restaurant packaging charges, platform fee, voluntary payments such as Feeding India donations, tips to delivery partners, any other fee that Zomato may charge or collect, etc. With respect to the Order placed by the Eligible User(s), Zomato shall provide an Order summary or any other document for every Order. The said Order summary shall provide the break-up of the total amount of discounts, amount charged to/collected from the Eligible User(s) including item total, taxes, delivery charges, brand pack charges, Zomato gold subscriptions, restaurant packaging charges, platform fee, voluntary payments such as Feeding India donations, tips to delivery partners, any other fee that Zomato may charge or collect, etc.

6. Refundable Deposit (if applicable)

   1. In consideration of the Services provided by Zomato to the Client and/or the Eligible User(s), the Client shall on or before the Effective Date, provide a Refundable Deposit as set out in the Form. Further, the Parties agree and acknowledge that the amount of Refundable Deposit shall be increased in accordance with the increase in Corporate Limit for Zomato For Enterprise and for this purpose the Parties shall execute such additional documents or exchange emails as may be agreed.
   2. The Parties agree and acknowledge that the Refundable Deposit has been provided by the Client as a measure against any failure of the Client to make any payments due under this arrangement. If the Client does not pay any amounts due under this arrangement by its due date Zomato may within 3 (three) Business Days from the date on which such amount is due, set off and adjust all such outstanding amounts against the Refundable Deposit to that extent. Such adjustment or set-off shall not in any way reduce or take away the liability of the Client in relation to the amounts so remaining outstanding over and above the Refundable Deposit.
   3. The Corporate Limit for Zomato For Enterprise shall not exceed the Refundable Deposit at any time.
   4. Zomato shall not deduct/adjust/set off any amount from the Refundable Deposit, save and except to recover the total payable Consumption Amount in the event Client fails to make the payment for such amount in the manner agreed under this arrangement.
   5. Zomato shall return the Refundable Deposit to the Client within 30 (thirty) days of termination of the Services after deducting the outstanding payments, if any.

7. Confidentiality: Each Party acknowledges that during the Term, it will have access to confidential information of the other Party. The Parties undertake to keep confidential all data and other confidential information supplied to it by the other Party pursuant to this arrangement and agree that it may not sell, divulge, or otherwise make that confidential information available to any third parties or use the same in any manner for personal or commercial benefit. The obligations in this Clause shall remain in full force and effect notwithstanding the expiry or termination of the Zomato for Enterprise Services. Upon termination or expiry of the Zomato for Enterprise Services, the Client shall return, or at Zomato’s direction destroy all confidential, proprietary, or secret information in possession of the Client relating to Zomato or its business.

8. Indemnity and Limitation of Liability:

   1. Each Party (“Indemnifying Party”) will defend, indemnify and hold harmless the other Party (“Indemnified Party”), and their respective employees, directors, and representatives from and against any third party claims, demands, liabilities, suits, proceedings, penalties, costs or expenses of any kind (including, attorneys’ fees and expenses) directly arising out of or in connection with breach of any of these Terms by the Indemnifying Party.
   2. Neither Party will be liable under any circumstances for any remote, exemplary, special, incidental, indirect, punitive or consequential damages (including but not limited to loss of profits or business), whether arising under contract, tort or any other legal theory, even if foreseeable or even if such Party has been advised of the possibility of such damage or loss.
   3. In no event shall the maximum aggregate liability of Zomato for losses, damages and claims arising out of, in relation to or in connection with these Terms and Form exceed the total of One-time Client Onboarding Fees, One-time Eligible User(s) Onboarding Fees and Enterprise Platform Fees paid by the Client to Zomato in the last six (6) months from the date on which such claim arose.

9. Term and Termination:

   1. Either Party may terminate this arrangement by giving the other Party a prior written notice of thirty (30) days.
   2. Zomato, at its sole discretion, reserves the right to suspend and/or terminate the Services immediately without any notice to the Client on account of any alleged or threatened or actual (i) termination of Zomato’s arrangement with the PPI Issuer; (ii) non-payment or delayed payment of the whole or any part of the One-time Client Onboarding Fees, One-time Eligible User(s) Onboarding Fees, Enterprise Platform Fees and/or Consumption Amount in accordance with the terms of this arrangement contained herein and/or in the Form; (iii) failure to create, maintain or replenish the Refundable Deposit, if applicable, in the manner contemplated under this arrangement; (iv) suspicious activity; (v) breach of any intellectual property right of Zomato or any third party by the Client; (vi) misrepresentation by the Client; (vii) fraudulent activity by the Client or the Eligible User(s); and/or (viii) breach of these Terms by the Client.
   3. The Client hereby agrees and acknowledges that the aforementioned right to terminate and/or suspend the Services is without prejudice and in addition to any other right or remedy that Zomato may have under Applicable Laws.
   4. Each Party shall be entitled to terminate this arrangement forthwith at any time and without being liable to pay the other Party any damages or compensation for such termination, if:
      • the other Party goes into liquidation, is declared bankrupt or is wound up or dissolution proceedings are initiated or if a provisional liquidator or official liquidator or receiver is appointed to take possession of its undertakings, business or assets; or
      • the other Party’s ability to do business is revoked or suspended in accordance with applicable laws; or
      • the other Party and/or any of its promoters/directors are subjected to any investigations, inquiry, enforcement proceedings, first information report by any Governmental authority under any Applicable Laws.
   5. Upon termination of this arrangement, each Party shall promptly ensure that usage of any logo, trademark, trade name or any other intellectual property or proprietary right of the other Party is discontinued from the effective date of termination.
   6. Upon termination of this arrangement, Zomato shall facilitate refund of funds with respect to inactivated Co-branded PPIs from the PPI Issuer and the Client shall promptly provide any other support that is deemed necessary by Zomato or the PPI Issuer for transition and/ or cessation of the services and/ or the discontinuation of the Co-branded PPI.
   7. Upon termination of this arrangement, the Client shall;
      • return, destroy or purge any information that may have been provided by Zomato in connection with providing the Services and confirm such destruction or purging to Zomato in a form and manner acceptable to Zomato;
      • pay any dues that have accrued and remain unpaid till the date of termination of this arrangement; and
      • provide any other support as may be deemed necessary by Zomato.

10. Anti-Bribery: Each Party agrees that in connection with this arrangement it shall abstain from giving or receiving gifts, including without limitation, travel or entertainment. Each Party acknowledges that it has not violated and undertakes that it will not violate any applicable anti-corruption and anti-bribery laws and regulations in force in the jurisdiction where either Party is domiciled and/or operates, as well as any anti-corruption and/or anti-bribery laws and regulations of other jurisdictions that may be applicable to the transactions contemplated under this arrangement. Each Party agrees that it has not and undertakes that it shall not engage in any conduct that may be in violation of the applicable anti-corruption and/or anti-bribery laws, including without limitation, making of payments or transfers or the promise of payment or transfers of value, offers, promises or giving of any financial or other advantage, or requests, agreements to receive or acceptances of any financial or other advantage, either tangible or intangible, including gifts or kick-backs, or permitting or authorizing any of the aforesaid acts, either directly or indirectly, which have the purpose or effect of public or commercial bribery or acceptance of or acquiescence in bribery, extortion, facilitation payments or other unlawful or improper means of obtaining or retaining business, commercial advantage or the improper performance of any function or activity. Each Party shall procure the compliance with the above obligations from its associated persons, officers, employees, agents, subcontractors or independent service providers as may be used for the fulfilment of its obligations under this arrangement. If either Party gains knowledge of any conduct by any of its associated persons, personnel, officers, employees, agents, subcontractors or independent service providers which constitutes the actions as set out above, or if it has reasonable suspicion of the existence of such conduct, it shall immediately inform the other Party of such knowledge and provide such Party with information it may reasonably require regarding such conduct.

11. Intellectual Property Rights:

    1. Each Party shall retain all right, title and interest in its intellectual property rights. Save and except as provided herein, subject to the prior written approval of the other Party in each instance, each Party may grant to the other a limited royalty-free, non-exclusive and non-transferable right during the Term of this arrangement to use intellectual property of the other solely for the purpose approved by it in writing.
    2. No interest whatsoever in the other Party's intellectual property or that of its group companies is granted by this arrangement and use of any intellectual property permitted to one Party by the other Party subject to the express written consent of such other Party and shall be strictly in terms of this arrangement and any violation of the same shall be construed as breach of this arrangement.

12. Miscellaneous:

    1. In case of refunds with respect to Orders placed by the Eligible User(s) on the Platforms, the Client agrees and acknowledges that Zomato may refund the Order value to the Eligible User(s) in any manner including by way of issuance of promotional codes, in accordance with Applicable Terms.
    2. The Client shall not assign any of its rights or obligations under this arrangement without the prior written consent of Zomato.
    3. This arrangement shall be governed, construed and interpreted according to the laws of India and the courts at New Delhi shall have exclusive jurisdiction in relation to matters and/or disputes arising out of this arrangement.
    4. Zomato and the Client are independent contractors. Nothing in this arrangement will be construed as creating any relationship such as joint venture, partnership, association of persons, employer-employee, principal-agent or franchisor-franchisee.
    5. No Party shall be liable to the other (except for payment obligations contained herein) if, and to the extent, that the performance or delay in performance of any of its obligations under this arrangement is prevented, restricted, delayed or interfered with due to circumstances beyond the reasonable control of such Party, including but not limited to fire, flood, explosion, epidemic, act of God, war, riot, strike, or lockout. The Party so affected shall use its commercially reasonable efforts to remove the cause of non-performance, and the Parties shall resume performance hereunder forthwith when such cause is removed.
    6. A Party shall not be considered to have waived its rights under this arrangement by failing to insist on compliance with terms of this arrangement or by failing to exercise its rights hereunder. Any waiver shall have to be recorded in writing and duly signed by an authorized representative of each Party hereto.
    7. If any provision of these Terms is determined by a court of competent jurisdiction to be unenforceable, such provision shall be deemed to be deleted and the remainder of the Terms shall remain in full force and effect.

13. Grievance Redressal: If the Client has any complaints or a dispute in relation to any of the matters governed by the Applicable Terms, the Client may reach out to enterprise@zomato.com

14. Notice requirements: Factors that prevent the Client from fulfilling its obligations under any of the Applicable Terms should promptly be reported to Zomato.

15. Disclaimers: To the fullest extent permitted by law, Zomato, 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 Platforms and the Services, the Zomato Corporate Platform and any use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Zomato makes no warranties or representations about the accuracy or completeness of the content and data on the Platforms or the Zomato Corporate Platform or the Services' content or the content of any other websites linked to the Platforms, and assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content and materials, (ii) personal injury or property damage, of any nature whatsoever, resulting from the Eligible User(s)’ access to and use of the Platforms, Zomato Corporate Platform and the Services, (iii) any unauthorized access to or use of Zomato' servers and/or any and all personal information and/or financial information stored therein, (iv) any interruption or cessation of transmission to or from the Platforms or the Zomato Corporate Platform or otherwise with respect to the Services, (v) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Platforms or the Zomato Corporate Platform or the Services by any third party, and/or (vi) 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 Platforms or the Zomato Corporate Platform or the Services. The Client further agrees and acknowledges that Zomato shall not be responsible in any manner whatsoever in case the Eligible User(s) make modifications offline, separate from the Platforms pursuant to placing the Order.

16. Supersession: In case of any inconsistencies or conflicts between the Form and these Terms, the Client acknowledges that these Terms shall prevail.

17. Modification: Zomato may modify these Terms from time to time, and any such changes will (i) be reflected on the Platforms, and (ii) be effective immediately upon the changes being reflected on the Platforms. The Client 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 Platforms.