Restaurant Partner Agreement

BiteFast Food Delivery — Restaurant Partner Master Service Agreement & Merchant Code of Conduct

রেস্তোরাঁ পার্টনার পরিষেবা চুক্তি ও মার্চেন্ট আচরণবিধি: This binding Master Service Agreement (MSA) governs the commercial listing, operational SLAs, food safety warranties, and commission settlement terms between Demoody (Brand: BiteFast, Sole Proprietorship, West Bengal) and onboarded restaurant merchants. Fully compliant with the Indian Contract Act, 1872, Food Safety and Standards Act, 2006 (FSSAI), Consumer Protection (E-Commerce) Rules, 2020, and Information Technology Act, 2000.

1. Scope & Electronic Marketplace Intermediary Status (মার্কেটপ্লেস মধ্যস্থতাকারী স্ট্যাটাস)

Demoody (Brand: BiteFast) operates strictly as an electronic marketplace technology platform under Section 79 of the Information Technology Act, 2000. BiteFast connects consumers with independent restaurants and facilitates doorstep delivery logistics via independent delivery partners. BiteFast does not cook, prepare, handle, or store food items. The contract for the sale and purchase of food is directly between the Merchant Partner and the customer.

2. FSSAI Licence, Food Safety & Sole FBO Liability (খাদ্য নিরাপত্তা ও FSSAI দায়বদ্ধতা)

The Merchant Partner acknowledges and warrants that it is the sole and exclusive Food Business Operator (FBO) under the Food Safety and Standards Act, 2006 (FSSAI). The Merchant Partner represents, warrants, and covenants that:

• It possesses an active and valid 14-digit FSSAI licence/registration, municipal trade licence, and health clearances for each listed kitchen outlet.
• All ingredients, prepared dishes, beverages, and packaging materials comply strictly with the Food Safety and Standards (Licensing and Registration of Food Businesses) Regulations, 2011.
• All non-vegetarian items are cleanly segregated from vegetarian food during storage, prep, and packaging.
• Complete Indemnity: The Merchant Partner agrees to defend, indemnify, and hold harmless BiteFast, Demoody, its proprietor, and representatives from any customer claims, medical liabilities, food poisoning disputes, consumer forum awards, or statutory fines resulting from adulterated, contaminated, foreign-object, or mislabeled food.

3. Commercial Terms, 0% Founding Offer & Agreed Commission (বাণিজ্যিক শর্ত ও প্ল্যাটফর্ম ফি)

BiteFast operates on a transparent commercial framework without hidden software charges:

• Founding Partner 0% Commission Cohort: For verified restaurants in the inaugural founding cohort (first 25 eligible outlets), BiteFast waives its platform commission on eligible completed orders for 30 consecutive calendar days from the store activation date.
• Up to ₹500 Milestone Incentives: Founding partners earn progressive milestones: ₹150 upon verified KYC and menu go-live, ₹150 upon completing 10 genuine delivered orders, and ₹200 upon reaching 25 cumulative delivered orders within campaign rules.
• Agreed Commission Tier (Day 31 Onward): From Day 31 onward, orders transition to the mutually agreed contractual platform commission—typically customized between 10.0% and 30.0% net, as formally specified in the Merchant Schedule based on order volume, location, and cuisine category. BiteFast does not add any platform GST to this fee.
• Third-Party Pass-Through Charges: Third-party payment gateway processing fees (~1.8% to 2.0% + gateway statutory tax) and customer delivery charges are independent non-commission components and remain applicable as transparently disclosed.

4. Tax Responsibility & Platform Exemption Status (কর দায়বদ্ধতা ও প্ল্যাটফর্ম অব্যাহতি স্ট্যাটাস)

Demoody (Brand: BiteFast) currently operates as an unregistered micro/small business enterprise (Sole Proprietorship) under the statutory turnover exemption thresholds provided by Indian tax laws. Consequently:

• No Platform GST Charged: BiteFast does not levy, collect, or invoice GST on its platform commission fees. All agreed commission percentages (0% founding, 10%–30% standard) represent the complete net platform fee.
• Merchant Tax Autonomy: Each Merchant Partner is solely and independently responsible for its own direct and indirect tax obligations, including GST registration, tax invoicing, and periodic returns, based on its individual business turnover and legal structure.
• Third-Party Gateway Taxes: Third-party payment gateways (e.g., Razorpay, Cashfree, bank aggregators) are registered corporate entities and charge applicable statutory taxes on their payment processing services at actuals.
• Future Statutory Registration: If BiteFast reaches the statutory turnover threshold or secures GST registration in the future, partners will be given prior written notice, and valid tax invoices bearing a formal GSTIN will be issued accordingly.

5. Menu Price Parity & Zero Covert Markup Guarantee (মূল্য সমতা ও নো-হিডেন মার্কআপ)

Fair commerce is the bedrock of BiteFast. The Merchant Partner agrees to maintain honest menu pricing:

• Price Parity Covenant: The Merchant agrees that listed food item prices on BiteFast will not be artificially inflated beyond the merchant's physical dine-in menu or other food aggregator listings.
• Zero Covert Markup: BiteFast guarantees that it will NEVER apply secret algorithmic markups to the merchant's listed item price. The price the merchant sets is the exact price the consumer sees.
• Dietary Tags & Allergen Disclosures: The Merchant must accurately flag items as Vegetarian (Green dot) or Non-Vegetarian (Brown dot) as per FSSAI packaging guidelines, and disclose major allergens (peanuts, gluten, dairy) upon request.

6. Kitchen Operational SLAs & Packaging Standards (রান্নাঘর SLA ও সিল প্যাকেজিং)

To ensure swift doorstep delivery and high consumer ratings, the Merchant Partner agrees to strict fulfillment standards:

• 3-Minute Order Acceptance: Kitchen staff must accept incoming orders in the Merchant App/Tablet within 3 minutes of placement.
• Accurate Preparation Time: Standard preparation times should be realistically set (15 to 25 minutes). The merchant must press "Food Ready" only when items are completely cooked and packed, summoning the delivery partner at the exact pickup window.
• Real-Time Stock Management: Items running low must be toggled "Out of Stock" immediately. Kitchen order rejection rates must remain below 2.0%.
• Tamper-Evident Packaging: All hot foods, gravies, and beverages must be packed in leak-proof, high-grade food containers and sealed with tamper-evident stickers or branded tape before handing over to the delivery partner.

7. Non-Exclusivity & Third-Party Aggregator Respect (বহু-প্ল্যাটফর্ম স্বাধীনতার অধিকার)

BiteFast supports open market competition:

• Freedom of Association: The Merchant Partner is fully entitled to list, partner, and receive orders across multiple food delivery platforms simultaneously, provided its external agreements do not contain exclusive covenants.
• Respect for Existing Contracts: If the Merchant has signed an exclusive or restricted contract with another aggregator, BiteFast will not activate the merchant's live store until that restriction expires or is formally waived. BiteFast strictly prohibits encouraging contractual breach or concealed listings.

8. Settlements, Invoicing & Payout Deductions (সেটেলমেন্ট, ইনভয়েস ও পেআউট)

Net payouts are calculated by taking total gross eligible food sales, deducting agreed platform commission (0% during Founding period, 10%–30% as agreed thereafter), third-party payment gateway processing fees, and validated customer refund adjustments. Net earnings are transferred directly to the verified merchant bank account (verified via cancelled cheque/bank statement) on automated settlement cycles.

9. Catalog IP & Photography License (ট্রেডমার্ক ও মেনু ক্যাটালগ লাইসেন্স)

The Merchant Partner grants BiteFast a royalty-free, limited, non-exclusive license to display the restaurant trade name, logo, dish photographs, and descriptions on the BiteFast mobile apps, websites, digital advertisements, and marketing campaigns to promote orders for the merchant. The Merchant warrants that it owns or has valid rights to all branding materials and photos provided.

10. Term, Suspension & Deactivation (চুক্তির মেয়াদ ও সাসপেনশন)

This Agreement commences upon digital onboarding or electronic sign-off and continues indefinitely. Either party may terminate this Agreement without cause by providing 15 days prior written notice. BiteFast reserves the right to immediately suspend or permanently deactivate merchant listings in cases of:

• FSSAI licence suspension, expiry, or cancellation by food safety authorities.
• Repeated customer complaints regarding spoiled, foreign-matter, or severely unhygienic food.
• Abusive behavior, assault, or harassment directed at delivery partners or customer support staff.
• Deliberate circular or fraudulent order transactions to exploit incentive milestones.

11. Governing Law, Dispute Resolution & Jurisdiction (আইন ও বিচারিক এলাকা)

This Agreement shall be governed by and construed in accordance with the laws of the Republic of India. In the event of any commercial dispute, the parties shall first attempt amicable settlement through mutual consultation within thirty (30) days. Failing amicable resolution, the dispute shall be subject to the exclusive jurisdiction of the competent civil courts located in Purba Medinipur, West Bengal, India, and/or the Hon'ble High Court at Calcutta.

Electronic Sign-off & Clickwrap Enforceability (ডিজিটাল সম্মতি ও আইনগত বৈধতা)

By completing online registration at restaurant sign-up portal, clicking "I Agree", or accepting customer orders through the BiteFast Merchant Portal, the Merchant Partner electronically signs and confirms acceptance of this Agreement pursuant to Section 10A of the Information Technology Act, 2000.