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Terms and Conditions

For Food Ordering and Delivery Services(“Terms”)

These Terms form part of the Restaurant Partner Enrolment Form for Food Ordering and Delivery Services (the "Form") and constitute a legally binding agreement between you, the Restaurant Partner (whether an individual or entity), and Eternal Limited (formerly OrderBro Limited) and its affiliates (collectively, "OrderBro"). These Terms govern the use of OrderBro’s Platform for providing Restaurant Services to Customers.

1. Definitions

For the purposes of these Terms, the following terms have the meanings assigned below:

  1. Asset Handover Form – Form shared by OrderBro listing assets provided to the Restaurant Partner.
  2. Calendar Month – A month as named in the English calendar.
  3. Service Fee (formerly Commission) – Amount payable by Restaurant Partner to OrderBro, as specified in the Form.
  4. Customer – Users placing Orders through the Platform.
  5. Customer Application – OrderBro’s website and/or mobile application used by Customers to place Orders, track Orders, and make payments.
  6. Customer Data – Any identifiable information provided by Customers via the Platform, governed by the Privacy Policy.
  7. Delivery Charges – Fees charged by the Delivery Partner for delivering Orders to Customers.
  8. Delivery Surge – Additional fees charged by the Delivery Partner based on demand, distance, traffic, weather, or other parameters.
  9. Electronic Payment Mechanism – Payment options on the Platform including credit/debit cards, net banking, e-wallets, OrderBro credits, or third-party payment gateways.
  10. Execution Date – Date of execution of the Form.
  11. Form – The Restaurant Partner Enrolment Form executed by the Restaurant Partner.
  12. Gross Sales – Total charges for Orders placed via the Platform, including applicable taxes less discounts.
  13. Information – Details provided by Restaurant Partner to OrderBro, including restaurant name, menu, pricing, operating hours, delivery areas, and other mandatory details.
  14. Delivery Partner – Third-party service provider facilitating Order delivery.
  15. Logistics Services – Services connecting Restaurant Partner with Delivery Partners through OrderBro’s platform.
  16. Menu – List of items offered for sale by the Restaurant Partner on the Platform.
  17. Menu Item Categorisation – Classification of items as Restaurant Service or Supply of Food & Beverages Items.
  18. Merchant Application – Order management application preloaded on Tablet or OrderBro Device enabling Order acceptance, tracking, and Logistics Service requests.
  19. Multiple Outlet Entity – Restaurant with more than one outlet under the same ownership.
  20. Net Order Value – Amount received from Orders minus Service Fee and other charges payable to OrderBro.
  21. Net Sales – Gross Sales less applicable taxes and delivery charges.
  22. One Time Sign-Up Fee – Non-refundable amount payable once when availing Services for the first time.
  23. Optional Services – Services offered by OrderBro at the discretion of the Restaurant Partner.
  24. Order – Placement of an Order by a Customer on the Platform.
  25. Order Value – Amount payable by Customer for the Order.
  26. Parties – OrderBro and the Restaurant Partner.
  27. Payment Mechanism Fee – Fee payable to OrderBro as a percentage of Order Value including taxes.
  28. Platform – Website and Customer Application owned and operated by OrderBro.
  29. Pre-Packaged Goods – Food & beverages packaged to prevent tampering, ready for sale, as defined under FSSAI regulations.
  30. Restaurant Partner Compensation Policy – Policy applicable to cancelled or rejected Orders, available at OrderBro’s website.
  31. Restaurant – Commercial establishment from which Restaurant Services are offered.
  32. Restaurant Partner – Legal owner of the Restaurant.
  33. Restaurant Service – Supply of food & beverages attracting tax under Section 9(5) of CGST Act, 2017, listed on the Menu.
  34. Service Operator – OrderBro’s centralized system transmitting Orders from Customers to Restaurant Partner.
  35. Services – Includes Order placement, demand generation, Logistics Services, customer support, and technology infrastructure.
  36. Single Outlet Entity – Restaurant with only one outlet.
  37. Orders Requiring Support – Orders where OrderBro intervenes due to Customer complaints or operational issues.
  38. Supply of Food and Beverages Items – Sale of food & beverages other than Restaurant Service attracting tax under Section 9(5) of CGST Act, 2017.
  39. Tablet – Electronic device preloaded with Merchant Application.
  40. Website – OrderBro and other media or channels used by OrderBro.
  41. OrderBro Device – Smartphone loaded with Merchant Application.

2. OrderBro’s Obligations

  1. List Restaurant Partner’s Menu and pricing on the Platform and transfer Customer payments as per Terms.
  2. Display all necessary information provided by Restaurant Partner, subject to compliance with OrderBro policies.
  3. Transmit Orders as follows:
    • Via Merchant Application on Tablet or OrderBro Device in real-time.
    • Via Restaurant Partner’s device or third-party POS/OrderBro API.
    • If Merchant Application is unavailable, via SMS/phone calls through Service Operator.
  4. Redress complaints of Customers and Restaurant Partner related to Platform functionality or devices.
  5. OrderBro is responsible only for providing the Platform and Logistics Services (if opted); not liable for Order preparation or quality.
  6. OrderBro may suspend Restaurant Partner account for non-compliance with FSSAI rules.
  7. For Logistics Services:
    • Delivery responsibility lies with Delivery Partner; OrderBro not liable for theft or misconduct.
    • Delivery Charges/Delivery Surge may be collected by OrderBro.
  8. Provide a web dashboard, high-speed internet access, and speakers if Restaurant Partner has a designated device.

3. Restaurant Partner Obligations

  1. Non-discrimination towards Customers and Delivery Partners; maintain safe gig work environment.
  2. Display all tax and charges clearly to Customers. OrderBro generates invoices for Restaurant Services.
  3. Provide accurate and up-to-date Information to OrderBro.
  4. Confirm Menu Item Categorisation; indemnify OrderBro for misrepresentation.
  5. Confirm Menu Item Categorisation; indemnify OrderBro for misrepresentation.
  6. Process and execute Orders promptly.
  7. Turn off “Accepting Delivery” feature when unable to fulfill Orders.
  8. Notify OrderBro of Customer Order modifications.
  9. No payment for cancelled Orders via Platform
  10. Collect signed receipt for online payment Orders where delivering independently; retain proof for 180 days.
  11. Ensure trained personnel handle deliveries safely and food quality is maintained.
  12. Comply with FSSAI, other applicable laws, and quality standards
  13. Adhere to Optional Services’ Terms when availed.
  14. Handle Customer complaints promptly.
  15. Provide PAN, TAN, GSTIN, FSSAI, and other legal documents; OrderBro may delist non-compliant Restaurant Partners.
  16. Ensure Orders handed to Delivery Partners are properly packaged and ready on time.
  17. No independent calls requesting extra payment from Customers.
  18. Use Customer Data only for fulfilling Orders.
  19. Avoid fraudulent activity or misuse of benefits.
  20. Maintain consistent pricing; do not exceed MRP.
  21. Ensure proper packaging, prevent commingling, and avoid single-use plastic.
  22. Update Merchant Application regularly.
  23. Assets provided to Delivery Personnel remain at Restaurant Partner’s risk
  24. Protect Customer experience on Platform; remove unavailable menu items promptly.

4. Device Usage

  1. Tablet/OrderBro Device: Keep functional, process Orders promptly, and update Order status.
  2. Restaurant Partner Device: Ensure functionality, communicate via Service Operator, decline Orders if necessary, no parallel processing to circumvent process.

5. Promotions

  1. Restaurant Partner may provide discounts/offers (“Promotions”) at its discretion.
  2. Costs of Promotions borne by Restaurant Partner.
  3. Promotions cannot be modified during validity; may be replaced with notice.
  4. Can run multiple Promotions simultaneously; may combine with other offers
  5. Restaurant Partner indemnifies OrderBro from claims arising out of Promotions.
  6. OrderBro controls placement and approval of Promotions, may suspend/terminate as needed.

6. Payment Mechanism

  1. Payment methods: cash on delivery, electronic payment, vouchers/coupons approved by OrderBro.
  2. OrderBro issues monthly invoices for Service Fee, Payment Mechanism Fee, One-Time Sign Up Fee, and other charges.
  3. Invoices issued from OrderBro’s registered office in compliance with GST laws.
  4. All payments are exclusive of taxes; applicable taxes charged separately

7. Online Payment Orders

  1. Do not collect additional payment if Customer paid online.
  2. Follow instructions on Order receipt; obtain Customer signature if delivering independently.
  3. No payment for Problem Orders; OrderBro may offset previously paid amounts.
  4. Disclose all Problem Order details to OrderBro; cooperate with fraud investigations.

8. Confidentiality

  1. OrderBro does not share Restaurant Partner information except for service provision or as legally required.
  2. Restaurant Partner must maintain confidentiality of OrderBro’s business, Terms, Customer Data, Orders, pricing, and strategy.

9. Customer Data

  1. Use Customer Data solely to fulfill Orders and obligations under the Form.
  2. Do not resell, broker, or disclose Customer Data to third parties.
  3. Implement security measures for handling Customer Data.
  4. Exceptions: data from pre-existing Customers or customers who opt-in for communications.
  5. Compliance with applicable laws and Restaurant Partner’s privacy policy is mandatory

10. Operational Obligations

  1. Order Fulfillment: Restaurant Partner shall prepare and pack all Orders accurately, hygienically, and in accordance with the Menu details displayed on the Platform.
  2. Timeliness: Orders must be ready for delivery within the expected preparation time communicated on the Platform.
  3. Packaging & Labelling: Ensure proper packaging, labeling, and tamper-proof sealing for all Orders, including dietary and allergen information.
  4. Delivery Coordination: If using third-party Delivery Partner, coordinate promptly and provide ready-to-pick Orders.
  5. Equipment & Hygiene: Maintain clean kitchen environment, functional equipment, and staff hygiene at all times.
  6. Compliance with Local Regulations: Follow all municipal, state, and central regulations, including FSSAI, health, and safety standards.

11. Confidentiality

  1. OrderBro Confidentiality: OrderBro will not share Restaurant Partner information with third parties, except as required to provide Services or by law
  2. Restaurant Partner Confidentiality: Restaurant Partner must not disclose OrderBro’s confidential information, including Terms, pricing, strategies, and Customer Data, except for availing Services.
  3. Protection Measures: Both Parties must implement reasonable security measures to protect confidential information from unauthorized access or misuse.

12. Data Protection

  1. Use of Customer Data: Customer Data may only be used to fulfill Orders and comply with obligations under this Form.
  2. Restrictions: Customer Data cannot be sold, shared, or reused for marketing unless the Customer explicitly opts in.
  3. Security Measures: Implement adequate measures to store, process, and transmit Customer Data securely.
  4. Exceptions: Data from pre-existing Customers or customers who opt-in for communications may be used, provided laws and privacy policies are followed.

13. Intellectual Property

  1. All content on the Platform, including logos, graphics, software, and promotional materials, is owned by OrderBro or its licensors.
  2. Restaurant Partner may not use OrderBro’s intellectual property without prior written consent.
  3. Any materials provided by Restaurant Partner to OrderBro (e.g., Menu, photos) must be original or properly licensed.

14. Indemnity

  1. Restaurant Partner shall indemnify and hold harmless OrderBro against any losses, claims, or damages arising from:
    • Violation of these Terms, laws, or regulations;
    • Food quality, safety, or hygiene issues;
    • Misrepresentation of Menu or services;
    • Breach of Customer Data obligations;
    • Third-party claims arising from Restaurant Partner content or activities.

15. Liability

  1. OrderBro shall not be liable for:
    • Delay, damage, or loss of Orders;
    • Misdelivery by Delivery Partner;
    • Losses due to technical failure of Platform or devices;
    • Indirect, incidental, or consequential losses.
  2. Restaurant Partner’s liability is capped to actual damages incurred due to non-compliance with these Terms.

16. Dispute Resolution

  1. Any dispute arising under these Terms shall be resolved amicably between the Parties.
  2. If resolution fails, disputes shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, in the jurisdiction where OrderBro’s registered office is located.
  3. The language of arbitration shall be English, and the arbitral award shall be final and binding.

17. Termination

  1. By Restaurant Partner: May terminate by giving 30 days’ prior written notice.
  2. By OrderBro: May suspend or terminate immediately if Restaurant Partner:
    • Violates laws or these Terms;
    • Misuses Customer Data;
    • Fails to maintain quality or compliance;
    • Engages in fraudulent activity.
  3. Effect of Termination:
    • Restaurant Partner must stop using Platform and devices;
    • Pending obligations, fees, and liabilities survive termination

18. Notices

  1. Notices to OrderBro must be sent via email or registered post to the registered office.
  2. Notices to Restaurant Partner shall be sent to the email or address provided in the Form.
  3. Notices are deemed effective 24 hours after email delivery or 7 days after postal delivery.

19. Miscellaneous

  1. Governing Law:These Terms are governed by the laws of India
  2. Amendments: OrderBro may amend these Terms by providing 15 days’ notice; continued use constitutes acceptance.
  3. Severability: If any provision is invalid or unenforceable, the remaining provisions remain effective.
  4. Entire Agreement: These Terms, the Form, and any annexures constitute the complete agreement
  5. Force Majeure: Neither Party is liable for failure to perform due to events beyond reasonable control (e.g., natural disasters, strikes, government actions).
  6. Assignment: Restaurant Partner may not assign rights or obligations without OrderBro’s prior written consent.