1. Definitions

1.1 In this Agreement, except to the extent expressly provided otherwise:

"Account" means an account enabling a person to access and use the Technology Services, including both administrator accounts and user accounts;
"Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time; "Business Day" means any weekday other than a bank or public holiday in India;
"Business Hours" means the hours of 09:00 to 17:00 IST on a Business Day;
"Charges" means the following amounts:
(a) The amounts specified in Exhibit 2;
(b) Such amounts as may be agreed in writing by the parties from time to time]; and
(c) Any other charge mutually agreed.
"Customer Confidential Information" means:
Any information disclosed by or on behalf of either party during the Term OR at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure: (i) Was marked or described as "confidential"; or (ii) Should have been reasonably understood by the Provider to be confidential; and
"Customer Data" means all data, works and materials:
uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Services by the Customer (but excluding analytics data relating to the use of the Platform and server log files);
"Customer Personal Data" means any Personal Data that is processed by the Provider on behalf of the Customer in relation to this Agreement;
"Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data;
"Documentation" means the documentation for the Services produced by the Provider and delivered or made available by the Provider to the Customer;
"Effective Date" means the date of execution of this Agreement; "Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
"Services" means as specified Annexure-I which will be made available by the Provider to the Customer as a service via the internet or otherwise in accordance with this Agreement;
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Maintenance Services" means the general maintenance of the Platform and services, and the application of Updates and Upgrades;
"Mobile App" means the mobile or tablet application known as MeNew that is made available by the Provider through the Google Play Store and the Apple App Store or as a digitally transferred or pre-installed application installation file like an APK;
"Personal Data" has the meaning given to it in the Data Protection Laws applicable in India from time to time;
"Platform" means the platform managed by the Provider and used by the Provider to provide the Services, including all hardware components, including the application and database software for the Services, the system and server software used to provide the Services, and the computer hardware on which that application, database, system and server software is installed;
"Schedule" means any schedule attached to the main body of this Agreement;
"Support Services" means support in relation to [the use of, and the identification and resolution of errors in, the Services, but shall not include the provision of training services];
"Term" means the term of this Agreement, commencing in accordance with Clause 1.1 and ending in accordance with Clause 1.2;
"Update" means a hotfix, patch or minor version update to any Platform software; and
"Upgrade" means a major version upgrade of any Platform software.

2. Term

2.1 This Agreement shall come into force upon the Effective Date.
2.2 This Agreement shall continue in force subject to termination in accordance with termination clause or any other provision of this Agreement.

3. Services

3.1 The Provider shall ensure that the Platform will on the Effective Date, automatically generate an Account for the Customer and provide to the Customer login details for that Account OR The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account on or promptly following the Effective Date.
3.2 The Provider hereby grants to the Customer a countrywide, non- exclusive licence to use the Services by means of a Supported Web Browser / Operating System for the internal business purposes of the Customer in accordance with the Documentation during the Term.
3.3 The licence granted by the Provider to the Customer under Clause 3.2 is subject to the following limitations:
(a) The Services may only be used by the officers, employees, agents and subcontractors of the Customer;
(b) The Services may only be used by the named users identified in Schedule 1 ( Services particulars) OR [____________________], providing that the Customer may change, add or remove a designated named user in accordance with the procedure set out therein; and
(c) The Services must not be used at any point in time by more than the number of concurrent users specified in Schedule 1 ( Services particulars)] OR [__________________], providing that the Customer may add or remove concurrent user licences in accordance with [the procedure set out therein]].
(d) Customer should not sell or lease or rent tablet or software provided by the Provider. Furthermore, the Customer can use the tablet and the software only in its own business premise details of which are provided in the invoice
3.4 Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 4.2 is subject to the following prohibitions:
(a) The Customer must not sub-license its right to access and use the Services;
(b) The Customer must not permit any unauthorised person to access or use the Services;
(c) The Customer must not use the Services to provide services to third parties;
(d) The Customer must not republish or redistribute any content or material from the Services;
(e) The Customer must not make any alteration to the Platform and
(f) The Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Services.
3.5 The Customer shall use reasonable endeavours, including reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Services using an Account.
3.6 The Provider shall use reasonable endeavours to maintain the availability of the Services to the Customer, but does not guarantee 100% availability.
3.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any breach by the Customer of this Agreement; or
(e) scheduled maintenance carried out in accordance with this Agreement.
3.8 The Customer must comply with Schedule 2 (Acceptable Use Policy), and must ensure that all persons using the Services with the authority of the Customer or by means of an Account comply with Schedule 2 (Acceptable Use Policy).
3.9 The Customer must not use the Services in any way that causes, or may cause, damage to the Services or Platform or impairment of the availability or accessibility of the Services.
3.10 The Customer must not use the Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.12 The Provider may suspend the provision of the Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 10 days' written notice, following the amount becoming overdue, of its intention to suspend the Services on this basis.
3.13. The Provider only discounts or changes prices of Menu items on restaurants request and/or their approval to do so
3.14. Pictures of Menu items need to be provided by the Customer. In absence of these, stock images will be used by the Provider
3.15. Any loss or physical damage of the tab, printer or any hardware provided by the Provider will need to be compensated by the Customer on actuals
3.16. Tablets, printers, and all other hardware and software are the sole property of the Provider and will need to be returned to the Provider upon the termination of service

4. Maintenance Services

4.1 The Provider shall provide the Maintenance Services to the Customer during the Term.
4.2 The Provider shall where practicable give to the Customer at least 2 Business Days' prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Services or are likely to have a material negative impact upon the Services, without prejudice to the Provider's other notice obligations under this main body of this Agreement.
4.3 The Provider shall give to the Customer at least 2 Business Days' prior written notice of the application of an Upgrade to the Platform.
4.4 The Provider shall give to the Customer written notice of the application of any security Update to the Platform and at least 2 Business Days' prior written notice of the application of any non-security Update to the Platform.
4.5 The Provider shall provide the Maintenance Services with reasonable skill and care.
4.6 The Provider may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 10 days' written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.

5. Support Services

5.1 The Provider shall provide the Support Services to the Customer during the Term.
5.2 The Provider shall make available to the Customer a helpdesk in accordance with the provisions of this main body of this Agreement. 5.3 The Provider shall provide the Support Services with reasonable skill and care
5.4 The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose.
5.5 The Provider shall respond promptly to all requests for Support Services made by the Customer through the helpdesk.
5.6 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 10 days' written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

6. Customer Data

6.1 The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, market, export, adapt, edit and translate the Customer Data to any extent required for the performance of the Provider's platform and Provider’s platform learning and usage and the exercise of the Provider's rights under this Agreement. The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in this Agreement.
6.2 The Customer warrants to the Provider that the Customer Data when used by the Provider in accordance with this Agreement will not infringe the Intellectual Property Rights.
6.3 The Provider shall create a back-up copy of the Customer Data at least weekly, shall ensure that each such copy is sufficient to enable the Provider to restore the Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.
6.4 Within the period of 2 Business Day following receipt of a written request from the Customer, the Provider shall use all reasonable endeavours to restore to the Platform the Customer Data stored in any back-up copy created and stored by the Provider in accordance with Clause 6.3. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.

7. Mobile App

7.1 The parties acknowledge and agree that the use of the Mobile App, the parties' respective rights and obligations in relation to the Mobile App and any liabilities of either party arising out of the use of the Mobile App shall be subject to separate terms and conditions, and accordingly this Agreement shall not govern any such use, rights, obligations or liabilities.

8. No assignment of Intellectual Property Rights

Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.

9. Charges

9.1 The Customer shall pay the Charges to the Provider in accordance with this Agreement and annexure-II added herein.
9.2 All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable taxes, which will be added to those amounts and payable by the Customer to the Provider.
9.3 The Provider may elect to vary Charges by giving to the Customer not less than 30 days' written notice of the variation.

10. Payments

10.1 The Provider shall issue invoices for the Charges to the Customer in advance of the period to which they relate OR from time to time during the Term.
10.2 The Customer must pay the Charges to the Provider within the period of 10 days] following the issue of an invoice in accordance with this Clause 10 OR the receipt of an invoice issued in accordance with this Clause 10.
10.3 The Customer must pay the Charges by debit card, credit card, direct debit, bank transfer or cheque (using such payment details as are notified by the Provider to the Customer from time to time).
10.4 If the Customer does not pay any amount properly due to the Provider under this Agreement, the Provider may:
(a) charge the Customer interest on the overdue amount at the rate of 8% per annum above the Reserve Bank of India base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
(b) claim interest and statutory compensation from the Customer, If Any.
10.5 The Provider shall from time to time, collect payments on behalf of the Customer using digital mediums like Payment Gateways and/or Card swipe machines and/or Wallets and/or instruments as such. All payments collected on behalf of Customer shall be disbursed to the Customer within a period of 15 days post deduction of service tax and appropriate taxes.

11. Provider's confidentiality obligations

11.1 The Provider must:
(a) Keep the Customer Confidential Information strictly confidential;
(b) Not disclose the Customer Confidential Information to any person without the Customer's prior written consent, and then only under conditions of confidentiality approved in writing by the Customer;
(c) Use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider's own confidential information of a similar nature, being at least a reasonable degree of care;
(d) Act in good faith at all times in relation to the Customer Confidential Information; and
11.2 Notwithstanding Clause 11.1, the Provider may disclose the Customer Confidential Information to the Provider's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.
11.3 This Clause 11 imposes no obligations upon the Provider with respect to Customer Confidential Information that:
(a) is known to the Provider before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of the Provider; or
(c) is obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality.
11.4 The restrictions in this Clause 11 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to financial disclosure requirements relating to the listing of the stock of the Provider on any recognised stock exchange.
11.5 The provisions of this Clause 11 shall continue in force for a period of 1 month following the termination of this Agreement, at the end of which period they will cease to have effect.

12. Data protection

12.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.
12.2 The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with this Agreement.
12.3 The Provider shall promptly inform the Customer if, in the opinion of the Provider, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.
12.4 Notwithstanding any other provision of this Agreement, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
12.5 The Provider shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
12.6 The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate and organizational measures to assist the Customer with the fulfilment of the Customer's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.
12.7 The Provider shall report any Personal Data breach relating to the Customer Personal Data to the Customer within 48 hours following the Provider becoming aware of the breach.
12.8 The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause and the Data Protection Laws.
12.9 The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Provider's processing of Customer Personal Data with the Data Protection Laws and this Clause.
12.10 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under this Agreement, then the parties shall use their best endeavours promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance.

13. Warranties

13.1 The Provider warrants to the Customer that:
(a) Both Parties has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
(b) Both Parties will comply with all applicable legal and regulatory requirements applying to the exercise of the rights and the fulfilment of the obligations under this Agreement; and
(c) Both Parties has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement].
13.2 The Provider warrants to the Customer that:
(a) The Platform and Services will conform in respects with the Services Specification;
(b) The Services will be free from reasonable Services Defects;
(c) The application of Updates and Upgrades to the Platform by the Provider will not introduce any reasonable Services Defects into the Services;
(d) The Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
(e) The Platform will incorporate security features reflecting the requirements of good industry practice.
13.3 The Provider warrants to the Customer that the Services, when used by the Customer in accordance with this Agreement, will not breach any laws, statutes or regulations applicable under English law.
13.4 The Provider warrants to the Customer that the Services, when used by the Customer in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.
13.5 If the Provider reasonably determines, or any third party alleges, that the use of the Services by the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, the Provider may at its own cost and expense:
(a) modify the Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
(b) procure for the Customer the right to use the Services in accordance with this Agreement.
13.6 The Customer warrants to the Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
13.7 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

14. Acknowledgements and warranty limitations

14.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the services will be wholly free from defects, errors and bugs.
14.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the services will be entirely secure.
14.3 The Customer acknowledges that the Services are designed to be compatible only with that software and those systems [either provided by the Provider or specified as compatible in the services Specification]; and the Provider does not warrant or represent that the services will be compatible with any other software or systems.
14.4 The Customer acknowledges that the Provider will not provide any [legal, financial, accountancy or taxation advice] under this Agreement or in relation to the services; and, except to the extent expressly provided otherwise in this Agreement, the Provider does not warrant or represent that the services or the use of the services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.

15. Limitations and exclusions of liability

15.1 Nothing in this Agreement will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
15.2 The limitations and exclusions of liability set out in this Clause 15 and elsewhere in this Agreement:
(a) are subject to Clause 15.1; and
(b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
15.3 The Provider shall not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.
15.4 The Provider shall not be liable to the Customer in respect of any loss of profits or anticipated savings.
15.5 The Provider shall not be liable to the Customer in respect of any loss of revenue or income.
15.6 The Provider shall not be liable to the Customer in respect of any loss of use or production.
15.7 The Provider shall not be liable to the Customer in respect of any loss of business, contracts or opportunities.
15.8 The Provider shall not be liable to the Customer in respect of any loss or corruption of any data, database or software.
15.9 The Provider shall not be liable to the Customer in respect of any special, indirect or consequential loss or damage.

16. Force Majeure Event

16.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
16.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:
(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.
16.3 A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

17. Termination

17.1 Either party may terminate this Agreement by giving to the other party at least 30 days' written notice of termination.
17.2 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement.
17.3 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up[ (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement)]; or
(d) [if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
(iii) that other party is the subject of a bankruptcy petition or order.]

18. Effects of termination

18.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the other provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely).
18.2 Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.
18.3 Within 30 days following the termination of this Agreement for any reason:
(a) the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of this Agreement; and
(b) the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of this Agreement,without prejudice to the parties' other legal rights.

19. Notices

19.1 Any notice from one party to the other party under this Agreement must be given by one of the following methods (using the relevant contact details set out in Clause 19.2
(a) Delivered personally or sent by courier, in which case the notice shall be deemed to be received [upon delivery; or
(b) Sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting, Providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
19.2 The Provider's contact details for notices under this Clause 19 are as follows: contact@menew.in/.
19.3 The addressee and contact details set out in Clause 19.2 may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 19.

20. Subcontracting

20.1 Subject to any express restrictions elsewhere in this Agreement, the Provider may subcontract any of its obligations under this Agreement, providing that the Provider must give to the Customer, promptly following the appointment of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question.
20.2 The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations.
20.3 Notwithstanding the provisions of this Clause 20 but subject to any other provision of this Agreement, the Customer acknowledges and agrees that the Provider may subcontract to any reputable third party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.

21. General

21.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
21.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
21.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
21.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
21.5 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
21.6 Subject to Clause 15.1, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
21.7 This Agreement shall be governed by and construed in accordance with Indian Law.
21.8 The courts of Hyderabad, Telangana, India shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

22. Interpretation

22.1 In this Agreement, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
22.2 The Clause headings do not affect the interpretation of this Agreement.
22.3 References in this Agreement to "calendar months" are to [the 12 named periods (January, February and so on) into which a year is divided].
22.4 In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

Services Offered

1. MeNew tablets
2. MeNew software as a service
3. MeNew Mobile and Tablet App
4. MeNew restaurant management website

Additional Agreement Terms

1. Setup bills to be paid by the Company to the Service Provider within 3 days of signing this Service Agreement.
2. Subscription bills Monthly/Annual and related addons will be in effect from the day of confirmed live date.
3. Subscriptions (and related add-ons) are subject to auto-renewal at the end of the billing cycle all other bills (including failed renewals) are payable within 7 days of the date of invoice. GST of 18% will be charged on all rates. If the Company does not pay a bill sent by Service Provider or complies with a request for payment within 10 days after the invoice is sent or the request is made, Service Provider may revoke and deactivate the Company’s existing subscription and related addons without assigning any reason and without any further liability towards the Company. In such cases, the service provider reserves its right for rightful remedies as may be possible as per this Service Agreement.
4. The amount paid against the setup cost of installation, subscription, support and additional features and products to Service Provider will not be refundable. Any requests to terminate/downgrade a paid Menew Subscription will not be entertained. There will be no intermediate cancellation to the active subscription plan and related addons for any of the Menew product. Cancellation can only be done at the end of the term of subscription.
5. Once the Service Agreement is signed and mentioned subscription and related addons term is completed, Service provider reserves the complete right to change its offerings, prices related to services, add more feature or discontinue the current ones.
6. The Company hereby authorizes the Service Provider to collect payments digitally from its customers on its behalf using Razorpay or any payment gateway provider at the discretion of the Service Provider.
7. The Company hereby authorizes the Service Providers to use Dunzo Digital Private Limited, Rapido Services Pvt Ltd and/or any other delivery provider as delivery partners for home delivery orders. Furthermore, the company agrees to abide the pricing and terms & conditions of the delivery partners. The Service Provider neither take any guarantee or is liable for delivery providers chosen by the Company for their availability or their service. The Service Provider is just a facilitator between Company’s restaurant & delivery provider.
8. The Company hereby declares that it will use the allotted SMS sender ID and Messaging features in the MeNew family of products to solely target verified audiences for transactional (e.g. OTP), order related communication (e.g. receipt, feedback), and other relevant communication (e.g. offers). On account of deviation from above guidelines, the Department of Telecommunication or other relevant authorities may disable your SMS sender ID.
9. The agreement will be renewed without any additional charges provided that there is no change in the services and products being offered.
10. The Service Provider is not liable of customer experience and does not provide any feature to provide refunds. The Company and their businesses will be only liable to own and manage any disputes with their customers on their own if there are any.
11. The Service Provider is not obliged to provide any type of photography services (product, restaurant) to the Company. The Company is obliged to provide the photographs needed for the service. In case of unavailability of the Company to provide the photographs, The Service providers team on request can help the Company to download and use the pictures available for free on the internet but the service provider will not be the legally liable for any copyright infringement of the pictures or their accuracy in depicting the Company’s restaurant product.
12. Any subsequent modifications to the parent package or add-ons will not be reflected in this agreement. However all the package agnostic terms and conditions listed in this service agreement or on the website will still apply.
13. This Service Agreement shall be valid and binding on both the parties.
14. This Service Agreement shall be governed by the law of India and courts of Hyderabad shall have the jurisdiction in case of any disputes.