Restaurant Partner Agreement

This agreement is between KhauGully, a sole proprietorship operating the KhauGully platform (“KhauGully”, “we”), and the restaurant, cloud kitchen, home kitchen or tiffin service accepting it (“Partner”, “you”).

It governs your listing on the Platform, the orders you receive through it, and the money we collect and pass to you. It takes effect when you submit an onboarding application and continues until terminated under Clause 13.

• We deal with each other on a principal-to-principal basis. Nothing in this agreement creates a partnership, joint venture, franchise, agency or employer-employee relationship between us.
• You are an independent business. You control your premises, your staff, your recipes, your ingredients, your suppliers, your prices and your hours.
• We never take title to the food. You remain the seller of everything you list. We list it, take the order, and collect payment on your behalf as your authorised collection agent. Ownership passes directly from you to the customer.
• We do not commit to any minimum volume of orders, and this arrangement is non-exclusive on both sides. You may list on other platforms and sell directly.

You represent, warrant and undertake on a continuing basis that:

• You hold a valid FSSAI registration or licence for every premises from which you prepare food for the Platform, that the number and expiry date supplied to us are accurate, and that the certificate you upload is genuine.
• You will notify us immediately if that licence expires, is suspended, cancelled, or made subject to any condition or improvement notice, and you will stop accepting orders until it is restored.
• You hold every other licence, registration, consent and permission your business requires, including any municipal shop and establishment registration, trade licence, and fire or health clearance applicable to your premises.
• You are registered for GST where you are required to be, and the GSTIN and PAN supplied to us are accurate.
• You are legally competent to contract and authorised to bind the business you are onboarding.
• The bank account or UPI ID given for payouts belongs to you or to your business, and you will not ask us to pay a third party.

We may verify these details, request updated documents at any time, and suspend your listing immediately if a licence lapses or a document cannot be verified. Our verification is a documentary check only. It does not relieve you of any obligation and is not a warranty by us as to your compliance.

• You are responsible for the accuracy of everything on your listing: dish names, descriptions, prices, portion sizes, photographs, category, and vegetarian, non-vegetarian, Jain and egg-content markings.
• Vegetarian and non-vegetarian marking must be correct. Mislabelling is a serious matter with legal, religious and health consequences, and is grounds for immediate removal from the Platform.
• Photographs must be of food you actually serve. Do not upload stock imagery or another restaurant's photographs. You warrant that you own or are licensed to use every image you upload, and you indemnify us against any claim to the contrary.
• Declare allergens and material ingredients where you reasonably can, and answer honestly if a customer asks.
• Keep availability current. Mark items sold out promptly rather than letting orders come in for food you cannot make.
• We may reformat, resize or re-categorise a listing for presentation, and may decline or remove any listing that is unlawful, misleading, offensive, or inconsistent with the Platform.

You undertake that you will:

• Comply at all times with the Food Safety and Standards Act, 2006 and every regulation made under it, including those on hygienic and sanitary practices, food additives, contaminants and labelling.
• Prepare food in licensed premises, maintain kitchen hygiene, ensure staff health and hygiene, and keep food at safe temperatures until it is handed to the Delivery Partner.
• Use ingredients that are fit for human consumption, within date, and sourced from legitimate suppliers.
• Pack food securely so it survives transit without spilling, leaking or being contaminated, and seal it in a way that shows if it has been tampered with.
• Never supply food that is adulterated, misbranded, spoiled, expired, reheated beyond safe limits, or otherwise unsafe within the meaning of the Act.
• Cooperate fully and promptly with any food safety authority inspection, investigation or recall, and inform us of any notice, prosecution or adverse finding against you.

Every claim, complaint, prosecution or proceeding relating to food safety, hygiene, contamination, adulteration, foreign objects, allergens, food-borne illness or injury to health arising from food you prepared is your sole liability. Clause 12 applies to any such claim brought against us.

• Mark yourself online only when you are genuinely able to cook and hand over orders. Sitting online while declining orders damages every partner on the Platform.
• Accept or decline promptly, and give an honest preparation time. The customer is shown that estimate and plans around it.
• Prepare the order accurately and completely, and hand it to the assigned Delivery Partner once ready. Verify the order before handover — a missing item found at the customer's door is a cost that falls under Clause 9.
• Do not contact a customer for any purpose other than that specific order, and never for marketing or to divert them to a direct channel.
• A persistent pattern of rejections, cancellations after acceptance, or delays well beyond your stated preparation time may result in reduced visibility or suspension.

• You set your own prices. We do not fix, cap or dictate them. You may run your own discounts and offers through the partner console, at your own cost.
• We charge a commission on the food value of each completed order, calculated at the rate agreed with you and recorded against your account. The rate applied to an order is shown in your earnings view. We will give you reasonable advance notice in writing before changing it.
• Commission is calculated on the item subtotal after any discount you have applied, and excludes the delivery fee, which is ours.
• The delivery fee charged to the customer belongs to KhauGully and funds the Delivery Partner. It is not part of your revenue and no commission is charged on it.
• You may not charge a Platform customer more than your own dine-in or takeaway price for the same item without telling us.

• For online-paid orders, we collect the customer's payment through Razorpay Software Private Limited as your collection agent and remit your share to your registered bank account or UPI ID on the settlement cycle notified to you.
• Your payout for an order is the item subtotal, less our commission, less any deduction properly made under Clause 9, less any cash you are already holding.
• For cash-on-delivery orders, the Delivery Partner collects cash on our behalf. That cash is reconciled against your settlement rather than paid to you separately.
• Every settlement is itemised in your partner console with the orders it covers. Raise any discrepancy within seven days of the statement; after that the statement is treated as accepted.
• We may withhold a payout where an order is under investigation for fraud, where a refund claim is open, or where we are required to do so by law. We will tell you why and release it once resolved.
• You are responsible for your own income tax. We will deduct tax at source where the law requires it and issue the corresponding certificate.

9.1 You authorise us to deduct from amounts otherwise payable to you, and to set off against future payouts, the value of any refund we make to a customer arising from:

• an item missing from an order you packed;
• a wrong or substituted item;
• food that is spoiled, unsafe, contaminated, or contains a foreign object;
• a dish materially different from its listing, including a wrong dietary marking;
• packaging failure causing spillage or damage in transit;
• your cancellation of an order after acceptance, or a delay so long that the order fails;
• your failure to hand the order to the Delivery Partner.

9.2 Before deducting, we will notify you of the claim through the partner console or by message and give you a fair opportunity to respond. We assess each claim on the evidence, including customer photographs and your account of it, and we will not deduct for a claim we consider unsubstantiated. Our determination, made reasonably and in good faith, is final for the purposes of settlement, without prejudice to your right to pursue the matter under Clause 16.

9.3 We bear the cost of refunds arising from our own failures — payment errors, double charges, platform faults, orders we failed to transmit, and cancellations we initiate for our own reasons. Those are never deducted from you.

9.4 Where a payment gateway chargeback arises from goods you supplied, the chargeback amount and any associated fee may be recovered from you in the same way.

9.5 Where deductions exceed your pending payout, the balance is carried forward against your next settlement, or is recoverable from you as a debt.

• You receive customer details only to fulfil the specific order they relate to. Use them for nothing else.
• You must not store, copy, compile, resell or market to customers whose details you obtained through the Platform, and must not add them to any mailing or messaging list.
• You must handle that data securely and in accordance with the Digital Personal Data Protection Act, 2023, and must inform us immediately of any breach.
• This clause survives termination. Breach of it is grounds for immediate removal and for a claim in damages.

• You grant us a non-exclusive, royalty-free licence to use your business name, logo, dish photographs and menu content to display and promote your listing, for the duration of this agreement.
• You may describe yourself as available on KhauGully, but may not use our name, logo or branding in a way that suggests we endorse, own, operate or vouch for your business, or that we are responsible for your food.
• Customer reviews are published as written, subject to moderation for abuse and unlawful content. We will not delete a genuine negative review on request. You may respond to it, and you may report a review you believe is fake or defamatory for investigation.

You shall indemnify, defend and hold harmless KhauGully, its proprietor, employees, contractors and agents from and against all claims, demands, notices, prosecutions, proceedings, penalties, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising directly or indirectly out of:

• any food you prepared, packed or supplied, including any claim of illness, injury, allergic reaction, contamination, adulteration, foreign object, or death;
• any breach by you of the Food Safety and Standards Act, 2006 or any regulation under it, or any action taken by a food safety authority against you;
• your operation without a valid licence, or with a lapsed or misrepresented one;
• any misdescription of a dish, including an incorrect vegetarian, non-vegetarian, Jain or egg-content marking;
• any infringement of a third party's intellectual property by content you supplied;
• your misuse of customer personal data;
• any breach by you of this agreement or of any applicable law;
• any claim by your staff, contractor or supplier, including any employment, wage or workplace claim, none of which is our concern.

This clause survives termination of this agreement.

• Either party may terminate this agreement for convenience on fifteen days written notice.
• We may suspend your listing immediately and without notice where your FSSAI licence lapses or is cancelled, where we receive a credible report of a serious food safety issue, where a food safety authority acts against you, where we suspect fraud, where you mislabel food in a way that endangers customers, or where you abuse a customer or Delivery Partner.
• We will tell you the reason for a suspension and give you a fair opportunity to respond. Where the issue is remedied, the listing is restored.
• On termination, you must fulfil every order already accepted. We will settle all amounts properly due to you in the ordinary settlement cycle, less any deduction under Clause 9.
• Clauses 10, 12, 14, 15 and 16 survive termination.

Commission rates, settlement data, order volumes and any non-public information about the Platform are confidential. Neither party may disclose the other's confidential information except to advisers under a duty of confidence, or where compelled by law.

We provide the Platform on a reasonable-efforts basis and do not warrant uninterrupted availability or any level of order volume, revenue or visibility. To the maximum extent permitted by law, our total aggregate liability to you under this agreement, in any twelve month period, shall not exceed the total commission we actually earned from you in the three months preceding the event giving rise to the claim. We are not liable for indirect or consequential loss, or for loss of profit, revenue, goodwill or opportunity.

Nothing in this clause limits our liability for fraud, wilful misconduct, gross negligence, or for amounts we have collected on your behalf and failed to remit — which we remain fully liable to pay you.

This agreement is governed by the laws of India, and the courts at Mumbai, Maharashtra have exclusive jurisdiction. Before commencing proceedings, the parties will attempt in good faith to resolve the dispute through discussion for a period of thirty days.

Notices to us may be sent to support@khaugully.in or to our Grievance Officer, Shoaib Qureshi, at grievance@khaugully.in. Notices to you are sent to the email address and phone number registered on your partner account, and are deemed received on the next business day.

We may amend this agreement on reasonable written notice. Continuing to accept orders after the notice period means you accept the amendment. See also our Terms & Conditions and Privacy Policy.