TRUEHORECA MERCHANT TERMS AND CONDITIONS ("TERMS")
Entity: TRUEHORECA PRIVATE LIMITED
Website: www.truehoreca.com
Legal Contact: contact@truehoreca.com
Jurisdiction: Kolkata, West Bengal, India
Governing Law: Laws of India
PREAMBLE:
These Terms form an integral part of the Merchant Enrolment Form for TrueHoreca ("Form") and constitute a legally binding agreement made between you, whether personally or on behalf of an entity (the "Merchant"), and TRUEHORECA PRIVATE LIMITED ("TrueHoreca"), regarding the use of TrueHoreca Platform (as defined below) for the purchase of Goods (as defined below) by the Merchant from TrueHoreca.
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1. DEFINITIONS
1.1 Commencement Date means the date on which the Merchant receives a confirmation email from TrueHoreca upon successful completion of the sign-up process on the TrueHoreca Platform or the date of execution of the Form, whichever is earlier.
1.2 Credit Facility means the option availed by the Merchant to place Order(s) on a credit basis during the Credit Period.
1.3 Credit Limit means the maximum amount that the Merchant is permitted to keep as outstanding during the Credit Period which may be revised by TrueHoreca at its sole discretion without any prior intimation. This Credit Limit shall be communicated by TrueHoreca to the Merchant in writing from time to time.
1.4 Credit Period means the period as communicated by TrueHoreca to the Merchant, within which the Merchant shall clear all its outstanding dues.
1.5 Goods shall mean the goods available on the TrueHoreca Platform.
1.6 TrueHoreca Platform means the online technology platform owned by TrueHoreca where the Goods are displayed and the Merchant can place Order(s) for the Goods.
1.7 Logistics Partner means third party logistics service provider, who delivers the Goods to the Merchant.
1.8 Merchant means the entity/individual being the legal owner/operator in the HORECA (hotel, restaurant or catering) sector as mentioned in the Form.
1.9 Merchant Content means any content including reviews, images, photos, audio, video, location data, nearby places, and all other forms of information or data provided on the TrueHoreca Platform.
1.10 Order(s) means an order placed by the Merchant with TrueHoreca for the purchase of Goods via the TrueHoreca Platform or otherwise through offline assisted sales.
1.11 Parties means TrueHoreca and the Merchant.
1.12 Perishable Goods shall mean goods including bakery items, fruits and vegetables, frozen products, dairy products, chicken and eggs, mutton and seafood etc. that have a limited shelf life and are prone to spoilage, decay, and/or deterioration.
1.13 Price means the selling price of the Goods as indicated on the TrueHoreca Platform and/or communicated by TrueHoreca to the Merchant at the time of placing Order(s) and/or as intimated by TrueHoreca to the Merchant from time to time.
1.14 Services means the services offered by TrueHoreca to the Merchant through the TrueHoreca Platform.
1.15 Website means www.truehoreca.com (including the webpages contained or hyperlinked therein and owned or controlled by TrueHoreca), and such other media or media channels, devices, mobile applications, software, or technologies as TrueHoreca may choose from time to time.
1.16 TrueHoreca Content means the content that TrueHoreca creates and makes available in connection with the TrueHoreca Platform and the Goods including, but not limited to, visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate ratings, reports and other usage-related data in connection with the activities associated with the Merchant's account.
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2. GENERAL UNDERSTANDING
2.1 TrueHoreca will list and display the Goods and the Prices on the TrueHoreca Platform. The Merchant, upon signing up on the TrueHoreca Platform, may use the TrueHoreca Platform to browse, select and place Order(s) for purchase of the Goods.
2.2 Once the Order is placed, TrueHoreca will indicate the tentative delivery time on the TrueHoreca Platform and provide the Merchant with functionality to check for updates on the delivery status of the Order.
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3. QUALITY STANDARDS & COMPLIANCE
3.1 TrueHoreca will supply the Goods based on the description and specification of the Order(s) placed by the Merchant from time to time.
3.2 Parties shall conduct themselves in accordance with these terms and be in compliance with all applicable laws.
3.3 Third-Party Manufacturing Disclaimer: The Merchant understands and agrees that TrueHoreca shall never be liable for manufacturing and/or manufacturing relating aspects of the Goods, as TrueHoreca only sources the Goods from third-party manufacturers and supplies the Goods to the Merchant. Any issue concerning manufacturing including quality, ingredients, shelf-life, packaging details, etc. shall be the sole responsibility of the third-party manufacturer. TrueHoreca shall extend support to connect the Merchant with third-party manufacturers and disclaims liability for direct manufacturer deliveries.
3.4 Cash Deposit Policy: TrueHoreca does not accept cash deposits into its bank account. The Merchant shall be solely liable for any consequences arising from cash deposits and agrees that TrueHoreca may treat cash deposits in accordance with applicable tax laws and indemnify TrueHoreca against any resulting losses.
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4. TERM AND TERMINATION
4.1 Term: Starts on Commencement Date and continues indefinitely unless terminated.
4.2 Notice: Either party may terminate with or without cause by giving a seven (7) day prior written notice.
4.3 Immediate Termination Grounds: TrueHoreca reserves the right to terminate or suspend platform access immediately if:
• Merchant defaults in payment two (2) consecutive times;
• Insolvency events occur (bankruptcy, receiver appointment, liquidation, dissolution);
• Fraudulent or suspicious activity is identified on the Merchant's account;
• Merchant fails to comply with applicable laws or these Terms.
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5. PRICING OF GOODS
5.1 Goods are sold at the Price indicated on the TrueHoreca Platform at the time of placing Order(s) or as mutually agreed.
5.2 TrueHoreca reserves the right to revise Prices at its sole discretion prior to Order placement without prior notice.
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6. QUALITY OF GOODS
6.1 Quality & Quantity Verification: Merchant must inspect Goods at delivery. Failure to raise concerns at delivery waives replacement rights.
6.2 Post-Delivery Claims: TrueHoreca is not responsible for deficiency, damage, or claims after Goods are delivered and accepted.
6.3 Expiry Date: Goods must be consumed before specified expiry dates.
6.4 Perishable Goods Delay: No refunds will be issued for Perishable Goods affected by merchant-attributable delivery delays.
6.5 Reverse Pickup Terms: Reverse pickups require placing a new Order and initiating the request within seven (7) days of original delivery.
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7. DELIVERY TIMELINE
7.1 Orders are delivered within agreed time-slots.
7.2 A 30-minute early/late variation in delivery timeline may occur and will be communicated via the platform.
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8. OBLIGATIONS OF MERCHANT
8.1 Make timely invoice payments.
8.2 Accept delivery promptly. If acceptance is delayed over 10 minutes, TrueHoreca may recall Goods without refund.
8.3 Provide accurate contact, delivery address, manager details, and elevator assistance for higher floors (above 2 floors).
8.4 Non-Delivery Penalty: Failure to accept delivery within agreed timelines incurs a penalty of INR 1,500/- for losses suffered.
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9. INVOICE AND PAYMENTS
9.1 Delivery accompanied by GST-compliant invoices.
9.2 Credit Facility Terms:
• Invoices must be cleared within Credit Period. Overdue invoices attract 18% per annum interest and account suspension.
• TrueHoreca Group Companies are authorized to set off amounts owed across agreements.
• Merchant shall maintain bank funds and provide Undated Cheques (UDC) or bank guarantees as security.
9.3 TCS u/s 206C(1H) of Income Tax Act, 1961:
• TCS levied at applicable rates on invoice value.
• Quarterly TCS certificates shared within statutory timelines. Discrepancies must be raised within 15 days of certificate receipt.
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10. EFFECT OF TERMINATION
10.1 Termination shall not affect accrued rights/liabilities or obligation to pay for Goods already delivered.
10.2 All pending undisputed Invoices must be cleared within seven (7) days of termination, after which 18% per annum interest applies.
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11. OWNERSHIP OF TRUEHORECA CONTENT & IP
11.1 TrueHoreca exclusively owns all platform IP, software, code, logos, and content. Unauthorized framing, copying, or exploitation is strictly prohibited.
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12. CONFIDENTIALITY
12.1 Both Parties shall maintain strict confidentiality regarding business plans, pricing, supplier lists, and commercial terms.
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13. DISCLAIMERS
13.1 All warranties are disclaimed to the maximum extent permitted by law.
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14. INDEMNITY
14.1 Merchant agrees to indemnify TrueHoreca against all third-party claims, costs, and damages arising from merchant breach or misconduct.
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15. LIMITATION OF LIABILITY
15.1 Consequential, special, or indirect damages are excluded.
15.2 Maximum liability is capped at the specific Order value under claim.
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16. NOTICES
16.1 Notices to TrueHoreca shall be sent to: Legal Team, contact@truehoreca.com, or via the website at www.truehoreca.com.
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17. GOVERNING LAW
17.1 These Terms are governed by the Laws of India.
17.2 Parties agree to the exclusive jurisdiction of the courts in Kolkata, West Bengal.
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18. GENERAL PROVISIONS
18.1 Severability: If any provision is held invalid, the remainder remains in effect.
18.2 Waiver: No failure to exercise rights shall constitute a waiver.
18.3 Entire Agreement: These Terms and the Form constitute the entire agreement.
18.4 Independent Contractors: Parties are independent contractors, not agents or partners.
18.5 Electronic Records: This document is an electronic record under the IT Act 2000.
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19. LOANS THROUGH THIRD PARTIES
19.1 Merchant is solely responsible for third-party Loan repayments. TrueHoreca is not a lender or LSP under RBI guidelines.
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20. TRUEHORECA WALLET
20.1 TrueHoreca offers a closed reloadable wallet service up to INR 20,00,000/- for purchasing goods on www.truehoreca.com.
20.2 Wallet balances are non-transferable and non-cash withdrawable.
20.3 For support, contact: contact@truehoreca.com.