Restaurant Terms & Conditions

These Restaurant Terms govern the onboarding and use of CTOC Foods by restaurants, cloud kitchens, food businesses, caterers and other food business operators ("Restaurant", "FBO", "Seller" or "Partner").

CTOC Foods provides a technology marketplace through which Restaurants may display food products and receive customer orders.

The Restaurant operates as an independent business.

Nothing in these Terms creates a partnership, joint venture, employment relationship, franchise relationship or agency relationship between CTOC Foods and the Restaurant unless separately agreed in writing.

The Restaurant shall be solely responsible, to the maximum extent permitted by law, for:

• Food preparation
• Food safety
• Food quality
• Food hygiene
• Ingredients
• Allergens
• Vegetarian/non-vegetarian classification
• Nutritional information
• Packaging
• Labelling
• Quantity
• Storage
• Temperature
• Shelf life
• Food contamination
• Food adulteration
• Licences
• Permissions
• Employees
• Kitchen premises
• GST/tax compliance
• Consumer claims
• Regulatory compliance; and
• All representations made by the Restaurant.

FSSAI requires food businesses to comply with applicable licensing/registration and hygiene requirements.

The Restaurant must maintain a valid FSSAI licence/registration appropriate to its business.

The Restaurant must provide CTOC Foods with accurate:

• FSSAI number
• Business name
• Legal entity details
• Address
• GSTIN where applicable
• Contact details
• Licence validity
• Food category information; and
• Other information reasonably requested.

CTOC Foods may suspend or delist a Restaurant that fails to provide valid regulatory information.

FSSAI has expressly stated that e-commerce food operators should not list food business operators without displaying their valid FSSAI licence/registration.

The Restaurant shall comply with the Food Safety and Standards Act, 2006 and applicable regulations, orders, directions and standards.

The Restaurant shall maintain appropriate:

• Personal hygiene
• Kitchen sanitation
• Food storage
• Pest control
• Water safety
• Cooking standards
• Cross-contamination controls
• Packaging standards
• Food handling procedures; and
• Food safety records.

The Restaurant shall not manufacture, prepare, sell or supply adulterated, contaminated, unsafe or noxious food.

The Bharatiya Nyaya Sanhita, 2023 contains offences relating to adulteration of food intended for sale and sale of noxious food under Sections 274 and 275.

Any criminal or regulatory consequences arising from the Restaurant's unlawful food preparation or sale shall remain the responsibility of the responsible person/entity under applicable law.

Restaurants must ensure all menu information is truthful and current.

Restaurants shall not upload:

• Misleading images
• False claims
• Fake discounts
• False health claims
• Misleading nutritional claims
• Incorrect ingredients
• Incorrect food category
• Incorrect portion information; or
• Any information prohibited by law.

Restaurants must disclose known allergens where legally required or where reasonably necessary for informed consumer choice.

Restaurants must not make unsupported claims such as:

• "100% allergy-free"
• "completely contamination-free"; or
• other unsubstantiated safety claims.

Restaurants are responsible for ensuring food is appropriately packaged for transportation.

Packaging must protect food from:

• Leakage
• Contamination
• Physical damage
• Unauthorised opening; and
• Unsafe handling.

Restaurants must promptly accept or reject orders through the Platform.

Repeated acceptance followed by unnecessary cancellation may result in:

• Warnings
• Reduced visibility
• Temporary suspension
• Financial adjustments where contractually permitted; or
• Termination.

The Restaurant shall prepare accepted orders within the indicated preparation period and hand them over in a suitable condition.

FSSAI has directed e-commerce food operators to ensure last-mile delivery is handled by trained personnel and food safety is not compromised.

Complaints relating to food quality, contamination, ingredients, quantity, packaging, preparation, hygiene or food safety shall primarily be investigated with the concerned Restaurant.

The Restaurant must cooperate with CTOC Foods in investigating complaints.

The Restaurant must provide supporting information, photographs, invoices, preparation records or other reasonable evidence when requested.

If a customer complaint indicates a potential food-safety violation, CTOC Foods may:

• Temporarily suspend the listing
• Request documents
• Require corrective action
• Delist the product
• Suspend the Restaurant
• Preserve relevant records; and/or
• Cooperate with competent government authorities.

To the maximum extent permitted by law, the Restaurant shall indemnify and hold harmless CTOC Foods and its technology provider from claims, penalties, losses, costs and expenses arising from the Restaurant's:

• Food
• Food preparation
• Food safety violation
• Adulteration
• Contamination
• Misleading listing
• Regulatory violation
• FSSAI violation
• Tax violation
• Employee misconduct
• Consumer claim; or
• Breach of these Terms.

This clause does not prevent a competent authority or court from determining liability under applicable law.

Restaurants acknowledge that customers may have rights under applicable consumer-protection law.

The Consumer Protection Act, 2019 contains provisions relating to product liability and consumer remedies.

The Restaurant shall not make CTOC Foods responsible for obligations that legally belong to the Restaurant merely by contract.

Restaurants are responsible for providing accurate prices and applicable tax information.

The Restaurant shall comply with applicable GST and tax requirements.

Commission, service fees, payment processing charges, delivery charges, promotional contributions and other commercial terms shall be governed by the applicable commercial agreement between CTOC Foods and the Restaurant.

Payments due to the Restaurant may be settled according to the agreed settlement cycle after adjustment of:

• Applicable fees
• Refunds
• Chargebacks
• Taxes
• Promotional adjustments
• Penalties contractually agreed
• Other lawful deductions.

The Restaurant grants CTOC Foods a non-exclusive right to display its:

• Name
• Logo
• Menu
• Images
• Product descriptions
• Business information; and
• Promotional materials

for operating and marketing the Platform, subject to applicable agreements.

The Restaurant confirms that it has the necessary rights to upload such material.

Restaurants are responsible for maintaining the confidentiality of their login credentials.

Unauthorised access must immediately be reported to CTOC Foods.

CTOC Foods may suspend or delist a Restaurant for:

• Invalid FSSAI registration/licence
• Food-safety concerns
• Repeated customer complaints
• Fraud
• Misleading listings
• Regulatory direction
• Illegal activity
• Payment fraud
• Platform abuse
• Repeated order failures; or
• Material breach of these Terms.

The Restaurant agrees to cooperate with lawful requests from:

• FSSAI
• Food Safety Officers
• Consumer authorities
• Police
• Courts
• Tax authorities; and
• Other competent governmental authorities.

Nothing in these Terms transfers criminal or statutory responsibility for acts personally committed by a Restaurant, its owner, employees, agents or other responsible persons to CTOC Foods or NexClass Technologies Private Limited.

NexClass Technologies Private Limited provides the technology/platform infrastructure to the extent contracted.

NexClass Technologies Private Limited is not the manufacturer or preparer of food merely by providing technology services.

Either party may terminate the commercial relationship in accordance with the applicable commercial agreement.

CTOC Foods may immediately suspend access where required for safety, security, regulatory compliance or prevention of unlawful activity.

These Terms shall be governed by the laws of India.

Subject to mandatory statutory jurisdiction, disputes shall be dealt with by the competent courts/authorities having jurisdiction.

By registering on CTOC Foods, the Restaurant confirms that:

1. The information submitted is accurate.

2. The Restaurant holds required licences.

3. Food supplied through CTOC Foods complies with applicable law.

4. The Restaurant will cooperate with complaint investigations.

5. The Restaurant will immediately notify CTOC Foods of any suspension/cancellation of a required licence.

6. The Restaurant accepts responsibility for its food operations.

Restaurant Legal Name: __________________

Authorised Signatory: __________________

FSSAI No.: __________________

GSTIN: __________________

Date: __________________