TERMS & CONDITIONS

Zelqeo Restaurant — Partner Agreement (India) | Version 1.0 | Effective Date: 17/02/2026 | Last Updated:17/02/2026

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These Terms & Conditions (the "Terms") constitute a legally binding agreement between Zelqeo Technologies IN, a company incorporated under the laws of India / Kozhikode, Kerala with its registered office at Kozhikode, Kerala ("Zelqeo", the "Company", "we", "us", "our"), and the food business operator that registers for and uses the Zelqeo Restaurant partner application (the "Partner App") and the associated Zelqeo marketplace platform (together, the "Platform" or the "Services") ("Partner", "you", "your").

These Terms are an electronic record under the Information Technology Act, 2000 and rules thereunder and do not require physical or digital signatures. They are published in accordance with Rule 3(1) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 and the Consumer Protection (E-Commerce) Rules, 2020. The Privacy Policy available in the Partner App and at https://zelqeo-web.web.app/restaurant-privacy is incorporated into these Terms by reference.

BY TAPPING "AGREE", REGISTERING AN ACCOUNT, OR ACCESSING OR USING THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MUST NOT USE THE SERVICES.

1. Definitions and Interpretation

2. Nature of the Platform; Relationship of the Parties

Zelqeo operates a marketplace e-commerce platform within the meaning of the E-Commerce Rules, acting as an intermediary that facilitates the listing and sale of surplus food by independent Partners to Customers. Zelqeo does not prepare, manufacture, package, store, sell or deliver food, does not take title to any food, and is not a party to the contract of sale formed between the Partner and the Customer upon confirmation of an Order. The Partner is the seller of record and the "food business operator" under the FSS Act in respect of all food it lists and supplies.

Nothing in these Terms creates any partnership, joint venture, franchise, agency (except the limited payment-collection agency described in Section 10), or employment relationship between the parties. Neither party may bind the other except as expressly provided herein. The Partner is an independent business responsible for its own personnel, premises, equipment, licences and taxes.

3. Eligibility, Registration and Account

3.1 Eligibility

3.2 Registration and Verification

Registration requires verification of your mobile number by one-time password (OTP) and completion of the store setup process, including your store name, category, description, address, precise map location, opening hours, contact details and photographs, together with such compliance documents (FSSAI licence, GSTIN, PAN, bank proof) as we request. You must ensure all information is true, accurate, current and complete, and keep it updated at all times. Changes to your registered mobile number must be completed through the in-app OTP-verified phone change process. We may verify, and may decline, suspend or condition onboarding at our discretion, including where documents cannot be verified.

3.3 Account Security

You are responsible for all activity under your account and for maintaining the confidentiality of your device, SIM and OTPs. Access must be limited to your authorised personnel. You must notify us immediately at support@zelqeo.com of any unauthorised use. We are not liable for loss arising from your failure to secure your account. One store location corresponds to one store profile; additional outlets require separate store profiles as directed by us.

4. Partner Obligations: Licences, Food Safety and Regulatory Compliance

5. Listings and Surprise Bags

6. Orders, Fulfilment and Pickup

7. Cancellations

8. Ratings, Reviews and Performance Standards

Customers may rate and review completed Orders; ratings and review comments are displayed on your store profile and factored into ranking, visibility and quality programmes. You shall not offer inducements for ratings, submit or procure fake reviews, or retaliate against Customers for honest reviews. You may report reviews that violate content standards for our review; we may remove reviews at our reasonable discretion but do not guarantee removal. We may establish minimum performance standards (e.g., acceptance rate, cancellation rate, rating floor, hygiene requirements) and may act under Section 9 or Section 16 where standards are persistently unmet.

9. Trust & Safety: Suspicious Activity, Restriction and Blocking

10. Prices, Payments, Commission and Settlement

11. Refunds and Customer Remediation

Refunds to Customers are governed by the consumer-facing refund policy published on the Platform. Where a refund, replacement or goodwill credit to a Customer arises from your act or omission — including store-attributed cancellation, failure to open during a declared Pickup Window, material shortfall in bag contents, supply of unsafe or non-conforming food, or refusal of valid pickup — the corresponding amount may be deducted from your settlements. Where the cause is attributable to Zelqeo or to a system failure, the cost shall not be passed to you.

12. Customer Data Protection

In order to fulfil Orders, the Partner App displays limited Customer personal data (such as name, contact number where enabled, Pickup Code and order details). You shall: (a) use such data solely for fulfilling the specific Order; (b) not copy, extract, export, scrape or store such data outside the Partner App; (c) not use it for marketing, profiling, or contacting the Customer for any purpose unrelated to the Order; (d) not disclose it to any third party; (e) ensure your personnel comply with this Section; and (f) comply with the DPDP Act and other Applicable Law in any processing you undertake. You shall notify us without undue delay of any suspected misuse or breach involving Customer data. Breach of this Section is a material breach entitling us to immediate suspension or termination and to recover resulting losses.

13. Intellectual Property

14. Prohibited Conduct

Without limiting other provisions, you shall not: (a) provide false, misleading or incomplete information to Zelqeo or Customers; (b) list food you are not licensed or lawfully entitled to sell, or any alcohol, tobacco, drugs, medicines or other restricted goods; (c) manipulate prices, discounts, ratings, metrics or the food-saved system; (d) create multiple or fake accounts, or transact with yourself or associates to simulate demand; (e) circumvent restrictions or blocks by re-registering; (f) harass, abuse, discriminate against or defraud Customers or Zelqeo personnel; (g) introduce viruses or malicious code, or probe or test the vulnerability of the Platform without authorisation; (h) use the Services for money laundering or any unlawful purpose; (i) misuse the admin, notification or support features of the Partner App; or (j) assist or permit any third party to do any of the foregoing.

15. Communications and Notifications

You consent to receive transactional and service communications relating to your account and Orders — including push notifications, SMS, email, WhatsApp and in-app messages such as new-order alerts, status changes, administrative broadcasts and policy notices — and acknowledge that timely fulfilment depends on keeping notifications enabled on your device. Marketing communications are optional and may be opted out of as described in the Privacy Policy. Notices from Zelqeo are validly given when posted in the Partner App, pushed to your device, or sent to your registered email or mobile number; notices from you must be sent to support@zelqeo.com or the registered office address.

16. Term, Suspension, Termination and Account Deletion

17. Representations, Warranties and Disclaimers

Each party represents that it has full power and authority to enter into and perform these Terms. You additionally represent and warrant on a continuing basis that: you hold all licences and registrations required for your business; all information and documents provided to us are authentic, accurate and current; the food you supply complies with Section 4; and your performance will not violate Applicable Law or any agreement binding on you.

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZELQEO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR-FREE OPERATION, AND ACCURACY OF ESTIMATES (INCLUDING DASHBOARD METRICS AND FOOD-SAVED FIGURES). WE DO NOT WARRANT ANY MINIMUM VOLUME OF ORDERS, REVENUE OR BUSINESS. TEMPORARY UNAVAILABILITY MAY OCCUR DUE TO MAINTENANCE, UPDATES, NETWORK CONDITIONS OR EVENTS BEYOND OUR CONTROL.

18. Indemnification

You shall defend, indemnify and hold harmless Zelqeo, its affiliates, and their respective directors, officers, employees and agents from and against all claims, demands, actions, proceedings, losses, damages, liabilities, penalties, fines, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) the food you supply, including food-borne illness, allergen incidents, adulteration or non-compliance with the FSS Act; (b) your breach of these Terms or Applicable Law; (c) your Partner Content, including infringement claims; (d) your misuse of Customer personal data; (e) taxes, duties or penalties attributable to your supplies; (f) claims by your employees, contractors or suppliers; and (g) your fraud, gross negligence or wilful misconduct. We will notify you of claims and may assume control of the defence at your cost; you shall not settle any claim imposing obligations on us without our prior written consent.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) ZELQEO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF; AND (B) ZELQEO'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES IN ANY TWELVE (12) MONTH PERIOD SHALL NOT EXCEED THE TOTAL COMMISSION ACTUALLY RETAINED BY ZELQEO FROM YOUR COMPLETED ORDERS DURING THAT PERIOD OR INR 50,000 (RUPEES FIFTY THOUSAND), WHICHEVER IS HIGHER. NOTHING IN THESE TERMS LIMITS LIABILITY FOR FRAUD, WILFUL MISCONDUCT, OR ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. AMOUNTS DUE TO YOU AS SETTLEMENT OF COMPLETED ORDERS ARE NOT SUBJECT TO THE FOREGOING CAP.

20. Confidentiality

Each party shall keep confidential all non-public information disclosed by the other in connection with the Services — including Fee Schedules, settlement terms, technical information, business plans and Customer data — and use it solely to perform under these Terms. Confidentiality obligations do not apply to information that is public without breach, independently developed, lawfully received from a third party, or required to be disclosed by law or regulator (with notice to the other party where lawful). These obligations survive for three (3) years after termination, and indefinitely for Customer personal data and trade secrets.

21. Force Majeure

Neither party shall be liable for delay or failure in performance (other than payment of amounts due) caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, strikes, governmental action, power or telecommunications failure, or failure of third-party infrastructure. The affected party shall notify the other and use reasonable efforts to mitigate. If a force majeure event continues for more than thirty (30) days, either party may terminate on written notice without liability, save for accrued obligations.

22. Grievance Redressal

In compliance with the E-Commerce Rules and the IT Rules, 2021, Zelqeo has appointed a Grievance Officer. Partners and Customers may address grievances concerning the Services to:

Grievances will be acknowledged within forty-eight (48) hours and resolved within one (1) month of receipt, or such shorter period as Applicable Law prescribes. In-app Help & Support, including FAQs and email escalation, is available within the Partner App. This mechanism does not prejudice your rights under Applicable Law.

23. Governing Law, Dispute Resolution and Jurisdiction

24. Modifications to the Terms and the Services

We may amend these Terms from time to time. Material amendments will be notified through the Partner App, push notification or email at least fifteen (15) days before taking effect, except where a shorter period is required by law, security or regulatory reasons. Your continued use after the effective date constitutes acceptance; if you do not agree, your sole remedy is to stop using the Services and terminate under Section 16. We may also modify, add, suspend or discontinue features of the Services (including bag types, workflows, thresholds and dashboards) at any time, and may issue app updates that you must install to continue using the Partner App.

25. General Provisions

26. Contact