PARTIES AND PLATFORM ROLE

1. These Terms are between Nep Meals Technologies Private Limited (trading as "NepMeals") and the onboarded Restaurant Partner.
2. NepMeals provides technology, listing, order-routing, support, and settlement coordination services.
3. Restaurant Partner remains the seller of food/products and is directly responsible to customers for supplied goods.

ONBOARDING, ELIGIBILITY, AND WARRANTIES

1. Restaurant Partner must provide true business identity, licenses, tax details, bank details, and operational documents.
2. Restaurant Partner warrants authority to bind the business and to lawfully operate under applicable laws of Nepal.
3. NepMeals may verify records and may approve, reject, suspend, or require corrective actions based on legal, safety, risk, or quality grounds.

REGULATORY AND FOOD-SAFETY COMPLIANCE

1. Restaurant Partner must comply with applicable food, labeling, hygiene, and safety requirements, including standards under relevant Nepal law.
2. Restaurant Partner is solely responsible for ingredient accuracy, allergen disclosures, expiry controls, and contamination prevention.
3. Restaurant Partner must accurately label and disclose use-by/expiry information where applicable, maintain expiry-date controls, and must not prepare, package, or dispatch expired, unsafe, adulterated, or misbranded food.
4. Restaurant Partner must maintain auditable food-safety and expiry-control records (including batch/stock rotation records where applicable) and provide them on reasonable request for compliance, dispute, recall, or regulatory review.
5. NepMeals acts as a technology and logistics intermediary and does not manufacture, prepare, or alter food supplied by Restaurant Partner. To the extent permitted by applicable law, liability for food quality, safety, expiry compliance, and related consumer harm remains with Restaurant Partner.
6. Restaurant Partner must cooperate in recalls, incident reporting, and regulatory inquiries.

MENU, PRICING, TAX, AND LISTING ACCURACY

1. Restaurant Partner must maintain accurate menu names, descriptions, pricing, availability, and taxes.
2. Misleading listings, hidden charges, and inaccurate product representations are prohibited.
3. Restaurant Partner is responsible for tax compliance, invoice compliance, and statutory filings.

ORDER ACCEPTANCE AND PREPARATION STANDARDS

1. Orders must be accepted/rejected promptly.
2. Accepted orders must be prepared within reasonable time and packaged securely for transport.
3. Repeated delays, avoidable cancellations, and quality failures may lead to enforcement actions.

PACKAGING, HANDOFF, AND LIABILITY FOR FOOD CONDITION

1. Restaurant Partner is responsible for lawful and safe packaging, tamper resistance, and order completeness at handoff.
2. Liability for defective, unsafe, or misrepresented food remains with Restaurant Partner, subject to applicable law.

PROHIBITED PRACTICES

1. Unsafe, expired, adulterated, or prohibited items.
2. Fake orders, review manipulation, or collusive fraud.
3. The Restaurant Partner shall not directly or indirectly solicit, redirect, or transact off-platform with customers acquired through NepMeals for the purpose of avoiding commissions, fees, platform policies, or operational controls.

FEES, COMMISSION, AND PAYOUTS

1. Commercial terms (including commission rates, platform/service fees, payout cycles, and incentives) shall be specified in a Commercial Schedule, addendum, or approved in-platform acceptance record associated with the Restaurant Partner account.
2. NepMeals may update general commercial policy frameworks from time to time with prior notice through the Platform or registered communication channels.
3. Except where shorter notice is required by applicable law, regulator direction, tax mandate, or payment-network rule, NepMeals shall provide at least seven (7) calendar days' prior notice for general commercial policy changes.
4. Any Restaurant Partner-specific change to commission rate, payout cycle, or other account-level commercial term requires express acceptance by the Restaurant Partner through a verifiable method (including in-app acceptance, verified email confirmation, or signed addendum), unless a change is required by applicable law, tax requirement, regulator direction, or payment-network rule.
5. If the Restaurant Partner does not accept a notified account-level commercial change, the Restaurant Partner may discontinue use of the Platform before the stated effective date, subject to completion of all outstanding orders, settlement reconciliation, and surviving obligations under these Terms.
6. For each completed order, payable amount shall be calculated from Gross Order Value less applicable commission, platform/service fees, payment gateway charges, refunds, chargebacks, taxes or statutory deductions required by law, and lawful adjustments under these Terms or the applicable Commercial Schedule.
7. For these Terms, "Gross Order Value" means the customer-charged order amount as recorded by NepMeals before partner-level deductions and adjustments, and as further defined (if applicable) in the Commercial Schedule.
8. Payouts are made according to settlement cycles after applicable deductions and adjustments.
9. Restaurant Partner must raise settlement disputes with supporting evidence within 7 calendar days from the timestamp when the settlement statement is made available on the Platform.
10. If no dispute is raised within this period, the settlement statement is deemed accepted and final, without prejudice to claims arising from fraud or legal violations discovered subsequently.
11. NepMeals may withhold, offset, or delay payouts for fraud checks, chargebacks, regulatory holds, unresolved disputes, or policy breaches.

REFUNDS, CHARGEBACKS, AND ADJUSTMENTS

1. Refund liability allocation may depend on verified root cause, including preparation error, item quality, listing mismatch, dispatch failure, or customer-side issue.
2. NepMeals may debit or adjust partner settlements for partner-attributable refunds and compliant dispute outcomes.
3. If refunds, chargebacks, reversals, penalties, or other lawful deductions exceed the Restaurant Partner's payable balance, NepMeals may carry forward such deficit, set off the amount against future settlements, or issue an invoice payable by the Restaurant Partner within seven (7) calendar days or such longer period stated in the invoice, unless otherwise agreed in writing.
4. Failure to pay such invoiced amount within the specified period may result in suspension of the Restaurant Partner account after notice and/or recovery through lawful means.
5. Allocation of refund or chargeback liability shall be determined based on reasonable evidence, including but not limited to platform records, timestamps, order logs, communication records, proof of delivery, images, and other transaction data available to NepMeals.
6. Platform records and system logs maintained by NepMeals shall constitute prima facie evidence in dispute review, unless proven otherwise through clear and verifiable evidence.

DATA PROTECTION AND CONFIDENTIALITY

1. Restaurant Partner must use customer/order data only for order fulfillment and related lawful purposes.
2. Unauthorized retention, sharing, marketing use, or disclosure of customer data is prohibited.
3. Confidential business and platform information must be protected.
4. The Restaurant Partner shall notify NepMeals without undue delay, and in any event no later than twenty-four (24) hours after becoming aware, of any actual or suspected unauthorized access, disclosure, loss, or compromise of customer or order data, and shall cooperate fully in investigation, mitigation, and remediation.
5. Upon suspension or termination, the Restaurant Partner shall immediately cease processing Platform-derived customer data and shall securely delete or return such data, except where retention is required by applicable law.

INTELLECTUAL PROPERTY LICENSE

1. Restaurant Partner grants NepMeals a non-exclusive license to display business name, trademarks, logos, menu data, and marketing content for Platform operations and promotions.
2. The Restaurant Partner agrees to reasonably cooperate with NepMeals in promotional, marketing, and awareness activities relating to the Restaurant Partner's listing, offers, menu items, brand presence, or participation on the Platform, including approval or provision of logos, store images, menu descriptions, campaign content, and similar promotional materials reasonably requested by NepMeals.
3. Such cooperation shall be subject to reasonable prior notice, shall not require the Restaurant Partner to make false or misleading representations, and shall not obligate the Restaurant Partner to fund discounts, paid advertising, offline events, or other material campaign costs unless separately agreed in writing or through an approved campaign or commercial schedule.
4. Restaurant Partner warrants rights to all submitted content.

AUDIT, MONITORING, AND COOPERATION

1. NepMeals may conduct quality/risk reviews and request records reasonably necessary for compliance, dispute resolution, fraud review, or customer protection.
2. Restaurant Partner must cooperate with incident investigations and legal/regulatory requests.
3. The Restaurant Partner shall maintain complete and accurate records relating to orders, food safety compliance, inventory and expiry controls, and operational activities for a minimum period of three (3) years, or such longer duration as required under applicable law, and shall provide such records upon reasonable request by NepMeals or competent authorities.

ASSIGNMENT AND CHANGE OF CONTROL

1. The Restaurant Partner shall not assign, transfer, sublicense, or otherwise dispose of its account, rights, or obligations under these Terms without prior written consent of NepMeals.
2. The Restaurant Partner shall promptly notify NepMeals of any material change in ownership, control, legal status, or operating licenses.

FORCE MAJEURE

1. Neither party shall be liable for any delay or failure in performance under these Terms to the extent such delay or failure is caused by events beyond reasonable control, including but not limited to natural disasters, fire, flood, war, civil unrest, strikes, epidemics, utility or network outages, or government actions.
2. The affected party shall use reasonable efforts to mitigate the impact of such event and resume performance as soon as reasonably practicable.
3. Force majeure shall not excuse payment or settlement obligations that accrued prior to the occurrence of such event.

SUSPENSION, TERMINATION, AND POST-TERMINATION OBLIGATIONS

1. NepMeals may restrict, suspend, or terminate partner access for material breach, safety risk, fraud, legal non-compliance, or repeated poor performance.
2. NepMeals may immediately restrict or suspend access to the Platform where reasonably necessary to address food safety risks, fraud, legal or regulatory non-compliance, data security incidents, or imminent harm to customers or the Platform.
3. For breaches that do not pose immediate risk, NepMeals may provide the Restaurant Partner with a period of seven (7) calendar days to remedy the breach. Failure to cure within such period may result in suspension or termination of access.
4. Outstanding liabilities, payment adjustments, indemnities, and compliance obligations survive termination.

DISCLAIMERS, LIABILITY, AND INDEMNITY

1. NepMeals does not assume liability for food prepared/supplied by Restaurant Partner except to extent required by law.
2. To the extent permitted by law, neither party is liable for indirect or consequential losses.
3. Restaurant Partner indemnifies NepMeals for third-party claims arising from partner operations, food defects, legal non-compliance, IP infringement, or policy breach.

GOVERNING LAW AND DISPUTE RESOLUTION

1. These Terms are governed by laws of Nepal.
2. Parties shall attempt good-faith resolution first; unresolved disputes are subject to competent courts and authorities of Nepal unless otherwise required by law.

CHANGES TO TERMS

1. NepMeals may update these Terms for legal, operational, safety, risk, or product reasons.
2. Updated versions become effective from published effective date.

ORDER OF PRECEDENCE

1. These Terms establish the general rules governing use of the Platform by Restaurant Partners.
2. Any Commercial Schedule, addendum, or separately executed agreement between NepMeals and a Restaurant Partner governs specific commercial terms for that Restaurant Partner (including commission rates, fees, and payout structures).
3. In case of conflict, the Commercial Schedule/addendum prevails only for the specific commercial terms it expressly covers, while these Terms continue to govern operational, safety, legal, and compliance obligations.
4. Where applicable law, regulator direction, or mandatory payment-network rules impose stricter requirements, such mandatory requirements prevail over both these Terms and any Commercial Schedule to the extent of the conflict.

GRIEVANCE AND RESPONSE TIMING

1. NepMeals aims to acknowledge partner complaints within 2 business days.
2. Routine operational or commercial grievances are generally targeted for resolution within 7 business days.
3. Complex disputes involving regulatory, payment, fraud, or multi-party evidence may require up to 15 business days or longer where required by law.

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