If there's one thing we truly love, it's sharing in all the great selling moments you have what you got. Bouquets when the items exceeds your expectations, brickbats when the service is shocking, chronicles of your items excursions – they all count.
While we welcome your opinions and descriptions of your business experiences, there are a few things we expect from every user on Kolam. Your reviews and photos, as well as your profile and the comments you share, are all subject to Content Guidelines, our all items Code of Conduct.
If your activity on Kolam doesn't match up to these content guidelines, we reserve the right to take action as we deem necessary. This could include altering or deleting your products, reviews or comments, restricting your review activity or deleting your Kolam account altogether, with or without notice. Kolam also utilizes an algorithm to aid in removing suspicious reviews.
If you see content that does not align with these guidelines or our Terms of Service, please let us know. We will consider all reports. However, due to the diversity of our community, it is possible that content disagreeable to you might not meet the criteria to be removed.
To make sure we collectively work towards building the highest-quality content that's useful to everyone, reviews need to be a minimum of 140 characters long . That's just about the length of a tweet, so it's convenient even for all you micro-bloggers. If you cover any item you are selling, you shouldn't fall short on characters. We do not have a 140 characters limit for an online order review. However, if any review is filled with junk, we might have to remove the review altogether.
Whether you're writing a small snippet or a delightfully detailed account of your business item, keep foul/abusive/hateful language, threats, and lewdness out of it. We, just like you, hate junk and will delete it whenever we see it. This also includes (but is not limited to) derogatory comments on someone's protected characteristics (e.g. race, gender, religion) or indication of a personal vendetta against a business and its associates.
Only one review per sell out experience and one review for each online order transaction can be submitted and your most recent experience at a place counts. That's what is going to help people when they're trying to decide whether or not to go there. You're free to edit and update your review based on subsequent visits at any time. Reviews about old experiences (more than 6 months old) will also be deleted from our platform.
Write your review based on facts and your own experiences (e.g. not a friend's or any hearsay experience or based on media reports). Please don't exaggerate or falsify your experience. We do not take sides in cases of dispute, so make sure you can stand by your word. Content that indicates the reviewer hasn't even visited or availed any services from the business partner will be removed. For example, "Never been here, never want to. Management is horrible and the item is worse!" Deceptive, fake, or misleading reviews will be removed. Reviewing a bunch of sold items outlets in quick succession (even if you sold at them more often than you should) is considered suspicious activity, and it's likely these reviews will be moderated. Accepting or soliciting a kickback – monetary or otherwise – in exchange for reviews or photographs is also not acceptable, and could result in removal of your profile.
Identifying or promoting yourself as an official Kolam blogger, or using your status to solicit any kind of benefits (including but not limited to accepting money, any items you are selling) in exchange for reviews, or at the threat of negative reviews on Kolam, will not be tolerated. If reports or evidence of such instances are brought to our attention, we reserve the right to delete your Kolam profile or take any other action that we may deem fit, no questions asked. Acts that constitute as 'Solicitation' include:
Plagiarism is something we take seriously. Copying others' reviews or photos from Kolam or other platforms, or even reposting your own in multiple places on Kolam (in full or in part), is something that will not be tolerated and may be removed/ moderated. We trust that you'll play fair and create your own content.
Say for example ,If you luck into a free meal or dine as a guest of the restaurant, or have a relevant association with a restaurant or its owners, give full disclosure in your review. But with Kolam we are not only dealing with restaurants,it can be anything,any product. We're sure that honesty is the best policy, and other users will respect you even more for it. If you have made it to the major league as a sale writer or critic, let us know and we can provide special access for your blog link to appear with your reviews. We love summaries, but incomplete reviews with a manually added link will be removed.
Your profile is your identity on Kolam, so keep it real. You're welcome to use a screen name (foodonym, maybe?), but please refrain from using inappropriate names, bios, or profile images. We want to stay clean, and we might end up removing your account depending on how inappropriate your profile is.
Identifying or promoting yourself as an official Kolam blogger, or using your status to solicit benefits in exchange for reviews on Kolam will not be tolerated. If reports or evidence of such instances are brought to our attention, we reserve the right to delete your Kolam profile, no questions asked.
If you are a part of Kolam’s influencer program, we will restrict your review activity for the business partner’s sale that you are partnering with, for the program. While we do love your work, letting you review those partners will not fit well with the Neutrality guidelines.
If reports or evidence of threat, misrepresentation or such instances are brought to our attention, we reserve the right to delete your Kolam profile or take any other action that we may deem fit, no questions asked.
We take allegations of blackmail or threatening behaviour against businessman/partners and its associates very seriously. This activity is strictly against our guidelines and may also be illegal in many locations. Reviews submitted in an attempt to blackmail a businessman and its associates will be deleted.
The content you add should be in compliance with Kolam's Terms and Conditions, including terms and conditions of any of Kolam products such as Kolam Pro, Online Ordering, or Zopay, as well as the prevailing local laws and regulations. Local laws take precedence, and content may be moderated or deleted to adhere to these.
There's no easier way to show how deliciously chocolate-y that chocolate mud cake was than with a picture, right? That said, it's important to keep in mind our photo guidelines, and understand why some photos may be moved or removed once they've been added.
Items should be clear, in focus, and delicious enough to make the viewer wish Kolam included smell-o-vision will be featured in your business photo galleries. Ambiance shots that highlight the overall feel or vibe of a place will also be highlighted on businessman pages.
Photos that don't make the cut to appear on a businessman page, will show with your review or on your profile depending on how useful it is to other users and how relevant it is to the review. Photos with hair and bugs will be shown only with a review for validation and context.
Violation of the below mentioned pointers may lead to deduction of business points, reduced visibility or deletion of your pictures
Kolam is a great way for Business Partners to reach out to a vast people community. A few things you should keep in mind:
It's also important to note that we (Kolam) have no employees or affiliates who are paid to review. If any guest identifies themselves as an official blogger, review employee, or associate of Kolam, it's not true. Employees of Kolam are contractually and ethically forbidden from using their status to solicit free items or receive special treatment/services. If you observe any such practice, report it to help@kolam.tech. Appropriate action will be taken against the user or employee if evidence can be provided.
Employees of Kolam are expected to adhere to and uphold the highest standard of ethics and integrity. This includes acting in accordance with our core values and the below listed policies at all times.
Kolam employees are prohibited from using their employee status to solicit discounts, freebies, or special treatment at business place. Unless visiting for official business, Kolam employees are to refrain from identifying themselves as employees of Kolam.
All Kolam employees in client facing roles including but not limited to Sales, Sales Support, Neutrality, Media Content and Client Servicing across all transaction/ business/function at Kolam are prohibited from writing reviews and/or giving ratings for business experiences on Kolam from either their personal or Kolam accounts. They are also not permitted to influence others to write biased reviews or give ratings.
Kolam's review and photo moderators are required to always act in favor of keeping Kolam a neutral platform. They are required to use their best judgement in implementing moderation guidelines and are prohibited from giving preferential treatment to business center. Deleting any authentic review from a businessman page is in violation of our policies. Similarly, keeping reviews, which are proven to be unauthentic, is in violation of our policies.
Please email legal@kolam.tech if you witness any behavior not in compliance with this code as it is in direct violation of employee contracts.
These Terms form part of the Merchant Enrolment Form for Kolam Deals Program (“Form”) and constitute a legally binding agreement made between you, whether personally or on behalf of an entity (the “Merchant”), and Kolam Limited (formerly known as Kolam Digital Ventures Limited) and its affiliates (collectively, “Kolam”), for the provision of listing of Deal(s) by the Merchant on the Kolam Application.
a. shall mean a user, who purchases the Deal(s) (as defined below) through the Kolam Application.
b. “Commencement Date” shall mean the date set out in the Form or any other such date as notified by Kolam via email, whichever is later, from which the Merchant shall list the Deals for the Customer on the Kolam Application (as defined below).
c. “Customer Data” shall mean any and all identifiable information about Customer provided by the Customer via the Kolam Application, including, but not limited to, Customer’s name, email addresses, phone numbers, and Customer preferences, to be governed by the privacy policy located at https://www.kolam.tech/policies/privacy. d. “Commission” shall mean the amount payable by the Merchant to Kolam, being a percentage (%) of Net Sales, as set out in the Form. e. “Deal(s)” shall mean the offerings including but not limited to buffets, brunches, thalis, food and beverage packages and/or combos, party packages, vouchers, ladies night, happy hour deals, etc., curated by the Merchant, from time to time, to be listed and/or displayed on the Kolam Application. f. “Deal(s) Value” means the total amount in Indian Rupees set out in the Deal(s) to be purchased by the Customer and shall include applicable taxes and other charges as may be applicable. g. ”Electronic Payment Mechanism” shall mean the online and mobile based payment mechanisms including third party payment gateways, credit card/debit card/net banking transfer and/or e-wallets and/ or any loyalty points that are available on the Kolam Application for the purposes of purchasing Deal(s), payable by the Customer. h. “Information” shall mean the information set out and provided along with the Form, Kolam Dashboard and includes any information which is supplied by the Merchant to Kolam under these Terms such as the Deal(s) price list, offerings, rates at which taxes are charged by the Merchant to the Customer, specific terms and conditions pertaining to Deal(s), or any other information the Merchant is under an obligation to supply to Kolam (a) immediately on the Execution Date; or (b) within one (1) day from any change in such information. i. “Merchant” shall mean the owner of the business as mentioned in the Form. j. “Menu Item Categorisation” means tagging with respect to Deal(s) between Merchant Service and Supply of Items (as defined below) as confirmed by the Merchant to Kolam. k. “Net Sales” means the Deal(s) Value payable by a Customer to the Merchant towards purchasing of the Deal(s) availed by the Customer offered by the Merchant. l. “Parties” shall mean Kolam and the Merchant. m. “Merchant business means the establishment(s) owned and/or operated by the Merchant for which the Merchant is curating the Deal(s) under the Form and these Terms. n. ”Merchant Service” means supply by way of service of food and beverages items attracting tax under Section 9(5) of the Central Goods and Services Tax Act, 2017, listed on the Menu from time to time, sold by the Merchant, listed and advertised by the Merchant on the Platform. o. “Services” shall mean the services offered by Kolam to the Merchant, on and from the Commencement Date, such as listing of the Deal(s) on the Kolam Application and/or facilitation of purchasing the Deal(s) by the Customers via the Kolam Application. p. “Supply of Merchants“ Items means supply of any items, made by the Merchant through the Platform, other than Service attracting tax under Section 9(5) of the Central Goods and Services Tax Act, 2017. q. “Transaction” shall mean each instance where the Customer redeems the Deal(s) at the Merchant place. r. “Validity Period” means the duration within which Deal(s) can be redeemed by the Customers. For clarity, the validity period for each Deal may be different, as may be determined by the Merchant from time to time. s. “Kolam Application” means the mobile application, owned and operated by Kolam. t. “Kolam Dashboard” means the Kolam owned merchant interface platform, the access to which is provided by Kolam to the Merchant for curating and listing the Deal(s) on the Kolam Application.The Merchant hereby agrees to curate and list the Deal(s) for the Customers in accordance with the terms and conditions set out in the Form and these Terms on and from the Commencement Date.
b. The Merchant shall ensure that it has all rights, title, and interest in the content pertaining to the content of the Deal(s) shared by the Merchant with Kolam including but not limited to any artwork(s), creative(s), logo(s), picture(s), video(s), music, and write-up(s), banner(s), image(s) to be displayed on the Kolam Application (“Content”). The Merchant hereby grants Kolam a non-exclusive, royalty-free, irrevocable and perpetual right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, upload and display the Content, on the Kolam Application. c. The Merchant shall provide all Content with respect to the Deal(s) to be used for the purpose of promotions on the Kolam Application. d. The Merchant shall ensure that the Deal(s) and/or Content is compliant with the applicable laws and the content guidelines as set out in these Terms. e. The Merchant shall extend the Deal(s) to Customers on all days and at all times during the operational hours of the Merchant Business. f. The Merchant acknowledges that Kolam shall in no manner be liable for the Content displayed on the Kolam Application, when such Content is provided by the Merchant. The Merchant hereby agrees and acknowledges that Kolam shall be authorised to use the logo and brand name of the Merchant as the case may be for the purpose of advertisement of the Deal(s). g. The Merchant shall ensure that it has the necessary consents, permits, no-objection, approvals, rights, including the intellectual property rights from the relevant third-party(ies), with whom the Merchant has entered into a collaboration for the Deal(s). The Merchant hereby warrants that it has the necessary rights to further sub-license such intellectual property rights to Kolam, for enabling the Merchant to list and display the Deal(s) on the Kolam Application. h. The Merchant hereby permits Kolam to advertise and extend the Deal(s) to the Customer on behalf of the Merchant. i. The Deal(s) cannot be combined with any other offers or discounts or deals, or combos extended by Merchant or Kolam or any other third party. j. The Merchant hereby authorises Kolam to collect the Deal(s) Value from the Customer on behalf of the Merchant for the Deal(s). k. The Merchant shall not, directly or indirectly discriminate, discourage, solicit or refuse a Customer from availing the Deal(s). l. The Merchant permits Kolam to deduct the Commission from the Deal(s) Value and Tax Deducted at Source (“TDS”) as per applicable law and transfer such remaining amounts to the Merchant in accordance with the payment settlement process set out in the Form. TDS shall be deducted by Kolam at applicable rates on the Net Sales. Kolam shall provide a proof of such TDS deduction (Form 16A) within the time stipulated under the applicable law. In case of non-receipt of TDS credit, the Merchant shall have a right to claim such TDS amount as recoverable from Kolam. m. If as per applicable tax laws, the Merchant is liable to deduct TDS on the Commission payable to Kolam, then Merchant shall deposit such TDS from its own pocket to the credit of Central Government and shall claim a refund of such TDS from Kolam upon submission of TDS certificate (Form 16A) within the time stipulated under the applicable law. In case of non-receipt of TDS credit, Kolam shall have a right to claim back such TDS amount as recoverable from the Merchant. n. The Merchant will not charge any additional amount, over and above the Deal(s) Value, from the Customer purchasing the Deal(s) via the Kolam Application. o. The Merchant hereby permits Kolam to contact the Merchant by phone, email, SMS, or other modes of communication, including whatsapp, for the purpose of facilitating purchasing of Deal(s) or any issue in connection with the Deal(s) and/or giving feedback. p. The Merchant shall strictly abide by the content of the Deal(s) inclusions that are being offered by the Merchant under the Deal(s) and shall provide all the Services/items as mentioned in the Deal(s) by the Merchant. q. The Merchant agrees and acknowledges that Kolam reserves the right to advertise the Deal(s) extended by other merchants as well, as a part of other services as well. r. Notwithstanding anything otherwise set out herein, the Merchant shall, at all times remain, solely liable for (a) the goods and/or services, rendered to a Customer at the Merchant’s Business place; (b) any in-person interactions with the Customer by the Merchant and or its representatives; (c) payment of all applicable taxes and statutory dues with respect to the goods and services offered and charged by the Merchant at the Business place to the Customer and compliance with all applicable laws; (d) the Customer’s experience at the business place; and/or (e) in the event the Merchant or its representative do not honour the Deal(s) which a Customer desires to avail. Kolam reserves the right to contact the Customer telephonically or via email and/ or SMS or by any other means of communication regarding the Customer’s experience and such response of the Customer shall be communicated by Kolam to the Merchant. s. The Merchant hereby represents to Kolam that it is in compliance with all rules and regulations prescribed by extant excise laws and that it has a valid license for the items sold by the Merchant. t. The Merchant hereby represents and warrants that it is in compliance with the applicable GST laws and other indirect tax laws and the requirements mentioned therein. u. The Merchant hereby represents to Kolam that it has requisite FSSAI licence and/or any other applicable licences, permissions, consents required for the services and activities that will take place at the Business place and Kolam shall not be liable for any non-compliance of such licences by the Merchant. v. The Merchant will ensure that the Information provided to Kolam is current and accurate. Where the Merchant has a unilateral right to access to Kolam Dashboard to edit and update the Information which is displayed on the Kolam Application for the Deal(s), the Merchant should ensure that it (i) keeps such information true, accurate and updated at all times; and (ii) complies with Kolam’s internal terms and conditions of use in this regard. w. Merchant shall confirm to Kolam its all Item Categorisation between Merchants business Service listed on platform. Items Categorisation as confirmed by the Merchant shall be consumed by Kolam for the purpose of undertaking necessary compliance with the applicable laws. In the event of a dispute in business Item Categorisation, the Merchant undertakes to make good any losses incurred by Kolam on account for any mis-declaration or mis-representation of facts. x. The Merchant shall fulfill the services at the business place to the Customer if the Customer is present at the business place and wants to redeem the Deal(s). In case of any discrimination in fulfillment of service by the Merchant, Kolam reserves the right to levy a penalty on the Merchant, equivalent to an amount up to 5 times the Deal(s) Value. y. The Merchant acknowledges and agrees that the Deal(s) once determined and made available via the Kolam Platform may be modified by the Merchant, after giving due notice to Kolam. However, the listing of the Deal(s) is subject to Kolam’s approval in accordance with its guidelines. Kolam reserves the right to reject or remove the Deal(s) at any time, for reasons communicated to the Merchant. z. The Merchant hereby agrees and acknowledges that Kolam has no role or responsibility towards the Deal(s) hosted by Merchant and shall not be liable to the Merchant or the Customer for any claim relating to the Deal(s). aa. Kolam shall determine, in its sole discretion, the placement, and positioning of the Deal(s) on the Kolam Application and reserves the right to reject or remove the Deal(s) at any time, for reasons communicated to the Merchant. bb. Kolam does not guarantee the reach or turnover or attendance of customers to the Business place who have purchased the Deal(s) and shall not be responsible for any loss occurred to the Merchant due to any such reasons. cc. The Merchant shall be solely responsible for any loss, damage, or injury caused to third parties, including Customers, for any reason that is attributable to the Merchant. dd. The Merchant shall be responsible for procuring all the relevant licences that are required to curate a Deal(s) and Kolam shall not be liable to the Merchant or the Customer on account of any non-compliance by the Merchant in respect of the Deal(s). ee. Since Kolam acts only as a booking agent, it shall not be liable for any acts or omissions on part of the Merchant including deficiency in service, performance, quality of items sold, time taken to serve or any other experience of the Customer at the Business place. ff. The Merchant acknowledges and confirms that Kolam shall pay the Deal(s) Value to the Merchant only for the Deal(s) which gets redeemed at the Merchant Business Place by the Customer and Merchant entering the valid details of the Deal(s) for redemption. gg. If the Customer fails to redeem the Deals(s) during the Validity Period of the Deal(s) and the Deal(s) gets expired, the Merchant expressly waives any right to claim payment for such expired Deal(s) from Kolam and Kolam shall only be liable to make payment to the Merchant for the Deal(s) specifically redeemed by the Customer. 4. DEAL(S) CONTENT GUIDELINES FOR MERCHANT 5. For the purpose of Deal(s), the Merchant shall ensure that any Content uploaded by the Merchant on the Kolam Application shall be subject to relevant laws of India and of the state of use and may be disabled, or and may be subject to investigation under applicable laws. Further, if the Merchant is found to be in non-compliance with the laws and regulations, these Terms, or the privacy policy of the Kolam Platform, Kolam shall have the right to immediately block the Merchant’s access to usage of the Kolam Application and Kolam shall have the right to reject, remove, or delete the non-compliant Content posted by the Merchant and shall further have the right to take appropriate recourse to such remedies as would be available to it under various statutes. b. The Merchant acknowledges that Kolam has no obligation to monitor the Merchant’s – or anyone else's – access to or use of the Kolam Application for violations of these Terms, or to review or edit the Content. However, Kolam reserves the right to do so for the purpose of operating and improving the services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms and to comply with applicable law or the order or requirement of legal process, a court, consent decree, administrative agency or other governmental body. c. The Merchant agrees to assure Kolam that the Kolam Application shall be used for lawful purposes only and that the Merchant will not violate laws, regulations, ordinances or other such requirements of any applicable central, state or local government or international law(s). 6. KOLAM COVENANT’S 7. Kolam will provide Electronic Payment Mechanism to the Customers to make payment towards purchasing the Deal(s). b. Kolam shall provide the Merchant access to the Kolam Dashboard where Merchant shall list the Deal(s) along with the packages (if applicable) offering to the Customers. c. Kolam will transfer to the Merchant the Deal(s)Value collected from the Customers, less the Commission, applicable taxes and/or any other amounts, charges (if any) that are due to Kolam. d. Kolam will collect and deposit Tax Collected at Source (TCS) as per provisions of Section 52 of Central Goods and Services Tax Act, 2017 on the Deal(s) Value with respect to Deal(s) categorised as Supply of Food and Beverages Items other than supply of Restaurant Service, at such rates as required by the applicable tax laws. e. Kolam will collect and pay taxes as per Section 9(5) of Central Goods and Services Tax Act, 2017, on Deal(s) Value with respect to Deal(s) categorised as supply of Restaurant Service, at such rates as required by the applicable tax laws. f. Kolam will deduct TDS u/s 194O of the Income-tax Act, 1961 at the rate applicable from time- to time, from the Deal(s) Value. g. Kolam will have the right to remove/suspend the Content pertaining to the Deal(s) hosted by the Merchant from the Kolam Application at any time at its sole discretion, with prior notice to the Merchant. h. An order summary/receipt to be shared with the Customer(s) upon purchase of Deal(s). Kolam shall ensure that all particulars required to be captured in such document as mutually agreed with Merchant. Kolam shall raise a tax invoice on the Customer on behalf of the Merchant upon redemption of Deal(s) categorised supply of Business Service. 8. COMMISSION 9. In consideration to the Services, the Merchant shall pay to Kolam, Commission at the rates set out in the Form. b. The Parties hereby agree that from time to time, Kolam may change the Commission rates or include any additional charges/ fee, provided however, that Kolam shall communicate any such change(s) via email or any other modes of communication to the Merchant with a prior intimation of forty-five (45) days. 10. Payment Settlement Process 11. The Merchant acknowledges and agrees that any Net Sales which is collected by Kolam for, and on behalf of the Merchant in accordance with these Terms, shall be passed on by Kolam to the Merchant subject to the deduction of the below mentioned amounts by Kolam: i. Commission and any taxes as applicable thereon; ii. Taxes as applicable; iii. Any other amounts or charges that are due to Kolam under the Form and/or the Terms. b. Notwithstanding anything to the contrary contained in these Terms or the Form, the Merchant, on behalf of itself and all its affiliates, hereby unconditionally and irrevocably authorizes Kolam to set off, withhold and deduct any amounts owed by the Merchant or its affiliates to any Kolam Group Company under any agreement, arrangement or understanding between the Kolam Group Company and the Merchant or its affiliates, from the Net Sales, and apply such amounts towards the dues owed by the Merchant or its affiliates to the Kolam Group Company. Without prejudice to the other provisions of the Form or these Terms, and solely for the purposes of this Clause 6(b), the Merchant hereby agrees, acknowledges and confirms that the amounts so set off, withheld and applied in the aforesaid manner shall be deemed to form part of the Commission payable by the Merchant to Kolam under the Form and these Terms. For purposes of the provisions of this Clause 6(b), the term Kolam Group Company shall be deemed to include any of Kolam's current and former, direct and indirect, subsidiaries and/or controlled affiliates as well as any successor to Kolam or all or any material portion of the businesses and/or assets of Kolam or any successor thereto or any of its direct and indirect, subsidiaries and/or controlled affiliates. c. The Parties acknowledge and agree that after the deduction of the aforementioned amount set out in Clause 6(a) and 6(b), Kolam shall remit the Net Sales due to the Merchant as per the Payment Settlement Day set out in the Form. d. If the Payment Settlement Day falls on a bank holiday/or a non -business day, the payment shall be processed on the next working day. e. The Merchant acknowledges and agrees that Kolam will provide the Merchant with a monthly invoice within a period of 7 (seven) days from the last date of the preceding month for the Commission, and other amounts, charges that are due and payable by the Merchant to Kolam under the Forms and these Terms. f. Invoices will be sent to the Merchant on dashboard access provided to the Merchant by Kolam. All invoices shall be issued from the registered office of Kolam in relevant State from where the services are being performed by Kolam in order to comply with the provisions of Goods & Services Tax (GST) laws applicable in India. The list of Kolam’s registered offices across India is available at https://www.kolam.tech/policies/license/. g. The Merchant acknowledges and agrees that all amounts that are payable to Kolam under these Terms shall be exclusive of the applicable taxes and that all applicable taxes will be charged separately. h. Notwithstanding anything to the contrary herein, the Merchant is, and will be, responsible for all taxes, payments, fees, and any other liabilities associated with the computation, payment, and collection of taxes in connection with the Bill and the Merchant’s use of the Kolam Application. It is clarified that Kolam will not be liable for payment of any taxes that the Merchant is liable to pay in connection with the supply of food and beverages which shall be provided by the Merchant to the Customers in accordance with these Terms and that the Merchant hereby undertakes to indemnify, defend and hold harmless, Kolam and each of its affiliates and (as applicable) all of their directors, officers employees, representatives and advisors against any tax liability that may arise against Kolam on account of the non- payment of taxes by the Merchant under these Terms. The Merchant will be required to deposit relevant taxes, including tax deducted at source (TDS) on the commission payable to Kolam. However, in case where Kolam withholds its Commission before remitting the settlement dues to the Merchant, Kolam shall refund the TDS to the Merchant subject to submission of the TDS certificate on a quarterly basis within sixty (60) days from the end of the quarter. i. Notwithstanding the aforesaid, Kolam reserves the right to set off, withhold and/or deduct the payments that are due to Kolam under the Form against any payments that are payable by Kolam under any other agreement or arrangement between Kolam and the Merchant or its affiliates. 12. TERM AND TERMINATION 13. The arrangement between the Parties shall commence from the Commencement Date and shall be valid and binding on the Parties, unless terminated in accordance with these Terms. b. Either Party may terminate the Form and these Terms by issuing a thirty (30) days prior written notice of termination to the other Party. c. Notwithstanding anything contained herein, Kolam reserves the right to forthwith terminate the Form and these Terms or suspend the Service by stopping the display of the Deal(s) on the Kolam Application in the event the Merchant breaches any of these Terms or is in breach of any applicable laws or upon the happening of any of the insolvency events such as bankruptcy, appointment of receiver, administrator, liquidator, winding up, or dissolution. Kolam shall not return or refund any amount(s) paid by the Merchant, for any termination due to breach of these Terms by the Merchant. d. In the event of termination of the Form and/or these Terms by the Merchant before the redemption of the Deal(s), Kolam reserves the right to set off, withhold and/or deduct the amount of such refunds that may be issued by Kolam to the Customers on behalf of the Merchant, against any payments that are payable by Kolam to the Merchant under any other agreement or arrangement between Kolam and the Merchant or its affiliates. e. The Merchant hereby agrees and acknowledges that Kolam shall exercise its right to terminate the Form and these Terms in accordance with this clause and the arrangement shall be deemed to be completed and fulfilled with the Merchant by Kolam without any liability to the Merchant under the Form and these Terms. 14. LICENSE Merchant hereby grants Kolam an unrestricted, non-exclusive, royalty-free license in respect of the Content and/or Information provided to Kolam by the Merchant for the purposes of inclusion on the Kolam Application and as may be otherwise required under the Form. This includes, but is not limited to, a) use of the Merchant’s name in the context of Google ad words to support advertising and promotional campaigns to promote Deal(s) on internet which may be undertaken by Kolam b) preparation of derivative works of, or incorporate into other works, all or any portion of the marketing materials which will be made by Kolam for the purposes of its business. Any Content with respect to the Merchant to be used for the purpose of promotions on the Kolam Application which the Merchant transmits or submits to Kolam either through the Kolam Application or otherwise shall be considered and may be treated by Kolam as non-confidential, subject to Kolam’s obligations under relevant data protection legislation. The Merchant also grants to Kolam a royalty-free, perpetual, irrevocable, non-exclusive license to use, copy, modify, adapt, upload, translate, publish and distribute world-wide any Content for the purposes of providing services under these Terms or to or for the purposes of advertising and promotion of the Kolam Application. The Merchant agrees that all information provided to Kolam that is published, may be relied upon and viewed by Customers to enable them to make decisions. 9. CONFIDENTIALITY Any confidential or proprietary information of either party, whether of a technical, business or other nature, including, but not limited to consumer information/ Customer Data, trade secrets, know-how, technology and information relating to customers, business plans, promotional and marketing activities, finances and other business affairs, including but not limited to these Terms (collectively, “Confidential Information”) disclosed to the receiving party by the disclosing party, including Confidential Information disclosed before the date of signing the Form, will be treated by the receiving party as confidential and proprietary. These Terms shall be considered Kolam’s Confidential Information. Unless specifically authorized by the disclosing party, the receiving party will: (a) not use such Confidential Information except as authorized by the disclosing party; (b) not disclose such Confidential Information to any third party; and (c) otherwise protect such Confidential Information from unauthorized use and disclosure to the same extent that it protects its own Confidential Information of a similar nature. This clause will not apply to any information that: (i) was already known to the receiving party, other than under an obligation of confidentiality, at the time of disclosure by the disclosing party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving party; (iii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving party in breach of these Terms; (iv) was disclosed to the receiving party, other than under an obligation of confidentiality, by a third party who had no obligation to the other party not to disclose such information to others; or (v) was developed independently by the receiving party without any use of Confidential Information. 10. WARRANTY AND INDEMNITY 11. Merchant warrants that if the Merchant ceases to do business, closes operations for a material term, then the Merchant shall provide Kolam a thirty (30) days prior written notice, failing which the Merchant shall indemnify Kolam for any claims or dispute that may arise on account the aforementioned acts of the Merchant. b. The Merchant hereby unconditionally represents to Kolam that it shall at all times be in compliance with the conditions imposed upon it by any license issued by any rule/regulation/statute. c. Merchant will ensure that it complies with and remains in compliance with all applicable Indian laws and all other applicable legislation, regulations or standards. d. The Merchant agrees to indemnify and holds Kolam harmless (and its directors, officers, agents, representatives and employees) from and against any and all claims, suits, liabilities, judgments, losses and damages arising out of or in connection with any claim or suit or demand: i. on account of breach of these Terms by the Merchant; ii. in respect of, arising out of, or in connection with the Deal(s) curated by the Merchant; iii. the services offered by the Merchant; iv. the Content shared by the Merchant with Kolam and/or on the Kolam Application; v. any statutory proceedings which may arise out of any acts of omission or commission by the Merchant in relation to the applicable excise laws;. vi. on account of any non-compliance of a condition under the license issued by any rule/regulation/statute. e. Kolam warrants that it will undertake its obligations with reasonable skill and care. Kolam does not warrant that the Kolam Application will be available on an uninterrupted or error-free basis, or that it shall be accessible by the Customers for any specified periods of time (number of days in week/month/year). The Merchant acknowledges that the Kolam Application may have interruptions on account of maintenance, technical outages, or similar constraints not within the control of Kolam. If errors occur, it will use its best endeavours to resolve these as quickly as possible. 12. CUSTOMER DATA The Merchant agrees that the Merchant will only use the Customer Data in fulfilling and in complying with the Merchant's obligations in these Terms, and the Merchant agrees that Customer Data will not be used to enhance any file or list of the Merchant or any third party. The Merchant represents, warrants, and covenants that it will not resell, broker or otherwise disclose any Customer Data to any third party, in whole or in part, for any purpose whatsoever. The Merchant agrees that it will not copy or otherwise reproduce any Customer Data other than for the purpose of fulfilling its obligations under this Form and these Terms. The Merchant (and any other persons to whom the Merchant provides any Customer Data) will implement and comply with reasonable security measures in protecting, handling, and securing the Customer Data. If any Customer Data is collected by the Merchant (or otherwise on its behalf), the Merchant shall ensure that it (and any applicable third parties) adopt, post, and process the Customer Data in conformity with an appropriate and customary privacy policy. For purposes of these Terms, the restrictions set forth herein on the Merchant's use of Customer Data do not apply to: (a) data from any customer who was a customer of Merchant prior to the Merchant using the Kolam Application, but only with respect to data that was so previously provided to the Merchant by such Customer; or (b) data supplied by a customer directly to the Merchant who becomes a customer of the Merchant and who explicitly opts in to receive communications from the Merchant for the purposes for which such Customer Data will be used by Merchant; and, provided in all cases, that the Merchant handles and uses such Customer Data in compliance with applicable Laws and the Merchant's posted privacy policy. 12. LIMITATION OF LIABILITY For the purposes of this clause, "Liability" means liability in or for breach of contract, negligence, misrepresentation, tortious claim, restitution or any other cause of action whatsoever relating to or arising under or in connection with these Terms and the Form, including liability expressly provided for under these Terms and the Form or arising by reason of the invalidity or unenforceability of any these Terms or the terms of the Form. Kolam does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, Kolam shall not be under any Liability for loss of actual or anticipated profits, loss of goodwill, loss of business, loss of revenue or of the use of money, loss of contracts, loss of anticipated savings, loss of data and/or undertaking the restoration of data, any special, indirect or consequential loss, and such liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of any doubt, this clause shall apply whether such damage or loss is direct, indirect, consequential or otherwise. Although Kolam will use its best endeavours to ensure that the unintentional operational errors do not occur, Kolam cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, Kolam’s aggregate liability under these Terms and the Form shall not exceed the Deal(s) Value under which the claim arose. 13. General 14. These Terms shall not be assigned by the Merchant without the prior written consent of Kolam. Any purported transfer, assignment, or delegation without such prior written consent shall be null and void. Kolam may assign or transfer these Terms for any reason to any person. Subject to the foregoing, these Terms shall bind and inure to the benefit of each party’s successors and permitted assigns. b. These Terms shall be governed by the Laws of India, for the time being in force and the courts of New Delhi shall have the exclusive jurisdiction to preside over matters arising hereunder. c. Neither party will be liable to the other party for any failure or delay in performance caused by reasons beyond its reasonable control, including but not limited to acts of God, epidemics, earthquakes, strikes, lockdowns, civil disturbances, or similar causes. d. All notices, demands or consents required or permitted under these Terms shall be provided (i) by email or (ii) in writing and personally delivered or sent by telecopy, telegram or registered or certified mail, return receipt requested, or by a reputable overnight carrier to the address designated by the other party and will be deemed to have been served when delivered. If, to Kolam, such papers must be sent to legal@kolam.tech to the attention of the Legal Department. The communications between the Merchant and Kolam may employ electronic means, such as email or notifications provided by Kolam to the Merchant. The Merchant agrees (i) to receive communications from Kolam in an electronic form, and (ii) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Kolam provides electronically satisfy any legal requirement that such communications would satisfy if they were in writing. e. If any provision in these Terms is or becomes illegal, invalid or unenforceable in any respect under applicable law, neither the legality, validity nor the enforceability of the remaining provisions will in any way be affected or impaired. Further, the parties will negotiate, in good faith, a substitute, valid and enforceable provision which most nearly affects the parties’ intent in relation to the provision that has been held to be illegal, invalid or unenforceable. f. The Merchant acknowledges that the business and assets of Kolam may be sold in the future and consents to the transfer or disclosure of its personal information and these Terms to any purchaser of the business of Kolam or its assets if that outcome occurs. g. By signing the Form, the Merchant acknowledges and agrees to be bound by Kolam’s privacy policy (https://www.kolam.tech/privacy-policy). Merchant will immediately notify Kolam if it becomes aware of or suspects any unauthorised use or access to the user data or any other Confidential Information of Kolam, and shall cooperate with Kolam in investigation of such breach and the mitigation of any damage. h. Kolam reserves the right to modify these Terms after prior notice and without liability to the Merchant. Any such changes will be effective immediately upon the changes being reflected on these Terms. In the event, Kolam modifies the Services or these Terms and the Merchant does not wish to avail the Services, the Merchant reserves the right to terminate the Form and/orTerms in accordance with the provisions of these Terms. i. Kolam reserves the right to discontinue the Kolam Deal(s) program at its own discretion at any time, by providing a seven (7) days notice without liability to the Merchant. j. The relationship of Kolam and the Merchant is one of independent contractors, and nothing contained in these Terms will be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow the Merchant to create or assume any obligation on behalf of Kolam for any purpose whatsoever. All financial obligations associated with Merchant’s business are the sole responsibility of the Merchant.These Terms form part of the Service Request Form (“SRF”) and constitute a legally binding agreement made between you, whether personally or on behalf of your entity (“the “Merchant”) and Kolam Digital Ventures Limited (formerly known as Kolam Digital Ventures Limited) and its affiliates (collectively “Kolam”), governing the use of Extra Inventory Ad Program (“Program”) service by the Merchant.
1. DEFINITIONS 1. “Advertisement” shall mean promotional advertisement that is displayed on the Kolam Platform for the purpose of publicizing the Business place of Merchant. 2. “Advertisement Spends” shall mean the percentage (%) of Net Sales that the Merchant spends during the Campaign. 3. “Advertisement CV” shall mean the order value (including item value plus packaging charges minus merchant discount) generated through Advertisement orders. 4. “Campaign” shall mean the promotional campaign for the Merchant’s Business Place. 5. “Effective Date” shall mean the date on which the SRF is executed between Kolam and the Merchant. 6. “Form” shall mean the Service Request Form for the Program. 7. “Party(ies)” shall mean the Merchant and Kolam. 8. “Merchant’s Business” shall mean a commercial establishment(s) for which the Merchant is executing the SRF, wherein food and beverage items are prepared and/or delivered to the customers. 9. “Return on Investment (ROI)” shall mean Advertisement CV divided by the Advertisement Spends. 10. “Start Date” shall mean the date on which the Campaign is taken live. 11. “Kolam Platform” shall mean the website of Kolam located at, www.kolam.tech; and mobile application, owned and operated by Kolam. 1. Merchant’s Rights and Obligations 1. The Merchant shall set, at their own discretion, the Start Date of the Campaign. 2. The Merchant agrees and acknowledges that for the purpose of this Program, Advertisement order attribution is twenty-four (24) hours from last viewing of the Advertisement of the Business. 3. The Merchant shall ensure that it has all rights, title, and interest in the content, including the artwork, creative(s), logo(s), picture(s), and write-up to be displayed by way of the Advertisement that it has shared/will share with Kolam (“Content”) and that the Content is compliant with the Merchant’s internal branding guidelines and applicable laws. Kolam shall in no manner be liable for the Content displayed on the Kolam Platform. The Merchant hereby agrees and acknowledges that Kolam shall be authorised to use the logo and brand name of the Business or the Merchant as the case may be, for its promotions. 4. If the Merchant requires any modification in the Content of the Advertisement on the Kolam Platform, the Merchant may send such modification request at priority@kolam.tech (“Modification Request”). Kolam will use its best endeavors to update the Content within a reasonable time from the receipt of such Modification Request. 5. The Merchant agrees and acknowledges that Kolam does not guarantee any minimum or maximum number of impressions, clicks and Advertisement CV under the Program. 6. Except as expressly permitted by Kolam herein, the Merchant agrees to keep the contents of the SRF and these Terms confidential at all times. 7. Merchant shall provide Kolam with copies of its PAN, TIN, TAN, GSTIN, or any other document that may be requested by Kolam. Merchant shall be required to furnish a copy of these documents within five (5) days of signing the SRF failing which, Kolam reserves its right to not commence the Campaign on the Start Date and/or suspend the Campaign till such time Kolam receives such documents. 1. Kolam’s Rights and Obligations 1. Upon execution of the SRF by the Merchant, Kolam shall commence the Campaign on the Start Date in accordance with these Terms read along with the SRF. 2. For the purpose of these Terms, the Merchant hereby grants Kolam the worldwide, non-exclusive, royalty-free right and license to use and reproduce, copy, distribute and display, in any medium now known or hereafter developed, the Content. Other than for formatting changes, in no event shall Kolam modify or alter the content, text or appearance of Content without Merchant’s prior written consent. 3. To the fullest extent permitted by law, Kolam shall exclude any liability with regard to the Content provided or approved by the Merchant and shall not be responsible for any action or claim initiated by any third party as a result of such Content on the Kolam Platform. 4. Kolam shall provide access to the Merchant to their statement of account(s) on the merchant dashboard, on which the details for transaction will be available on a weekly basis. 5. Kolam shall at all times ensure that the Advertisement Spends as agreed with the Merchant during the Campaign do not exceed the limit as set by the Merchant in the SRF. 1. Payment 1. Kolam shall raise appropriate invoice(s) on the Merchant for the Campaign based on percentage (%) of Advertisement CV, as set out in the Form. Payment for such invoice(s) will be settled by way of reduction from the weekly payouts of the Merchant. Amount deducted shall reflect separately and identifiable on the Merchant’s statement of account. 2. Payment against Advertisement invoice(s) will be settled by way of reduction from the weekly payouts made to the Merchant. Amount deducted shall reflect separately and identifiable on the Merchant’s statement of account. 3. The Merchant shall be liable to pay all applicable taxes, payments, fees, and any other liabilities arising under and/ or pursuant to executing the SRF. The Merchant shall be solely responsible for verifying and filing the appropriate tax returns, and remitting the proper amount to the appropriate taxing authorities, where applicable. It is clarified that Kolam will not be liable for payment of any taxes that the Merchant is required to pay under the applicable laws. 4. Where Merchant is liable to deduct tax (TDS) on the Advertisement services by Kolam, Merchant shall pay such TDS to the government account and provide a TDS certificate for Kolam to reimburse within ninety (90) days from the end of quarter to which the Campaign pertains. In event of delay by the Merchant, Kolam reserves its right to deny refund, unless tax benefit for the such TDS was claimed in the Income tax returns filed for the relevant period. 1. Representations and Warranties 1. “Merchant’s representations and warranties:” Merchant hereby represents and warrants to Kolam that: 1. Merchant has the power and authority to enter into and perform its obligations according to these Terms read along with the SRF; 2. Merchant has no restrictions that would impair its ability to perform its obligations and grant all rights contemplated by these Terms and the SRF; 3. Merchant has not and will not enter into any agreement that is inconsistent with its obligations hereunder; 4. none of the Content provided or approved by the Merchant will violate any rights of any third party including but not limited to intellectual property rights; 5. none of the Content provided or approved by the Merchant will violate any applicable law; 6. none of the Content provided or approved by the Merchant will, when viewed or clicked on by a customer, cause such customer to download any software application; 7. Content provided by the Merchant will not be and/or link to any content that is defamatory, fraudulent, obscene, misleading or otherwise illegal; and 8. none of the Content will contain any viruses, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage or interfere with Kolam. 1. “Kolam’s Representation and Warranties:” Kolam hereby represents and warrants to the Merchant that Kolam: 1. has the power and authority to enter into and perform its obligations according to these Terms; and 2. has no restrictions that would impair its ability to perform its obligations contemplated by these Terms. 3. Indemnity and Limitation of Liability 1. “Indemnification by the Merchant:” The Merchant agrees and undertakes to indemnify and hold Kolam and its officers, directors, employees and agents, harmless against any and all losses, damages, liabilities, claims, costs and expenses, including attorneys’ fees, arising out of or in connection with any breach of Merchant’s representations and warranties or obligations set forth in these Terms. 2. “Indemnification by Kolam:” Kolam agrees and undertakes to indemnify and hold Merchant and its officers, directors, employees and agents, harmless against any and all losses, damages, liabilities, claims, costs and expenses, including attorneys’ fees, arising out of or in connection with any breach of Kolam’s representations and warranties or obligations set forth in these Terms. 3. Except in the case of indemnification set out in this clause VI, in no event shall either Party be liable for any direct, indirect, incidental, consequential, special, or exemplary damages, even if the Party has been advised of the possibility of such damages, cost, loss or expense of any nature suffered by the Merchant in execution of these Terms to the maximum extent allowed by the law. 4. Notwithstanding anything to the contrary herein contained, Kolam’s aggregate liability under the SRF and the Terms shall not exceed the payment received from the Merchant for the Campaign set out in the SRF. 1. Confidentiality 1. Parties agree that any and all information, as present now or in the future, which is or may be a trade secret or of a confidential nature (in whatever media) regarding the operations, products, finance, marketing, customers, administration, maintenance, technology, research and development, future inventions and policies of either Party, including the existence and contents of these Terms and SRF, and all notes, memoranda, records and writings relating to the Campaign, shall be confidential information (together “Confidential Information”). Both Parties shall treat Confidential Information with the strictest confidence and secrecy and none of the Confidential Information shall be disclosed to any third party or used for purposes other than for the purposes of the Campaign. 2. The restrictions in sub-clause 1 of clause VII above do not apply to Confidential Information: (i) that is, or has, after disclosure to the receiving Party, entered into the public domain otherwise than as a result of a breach of confidentiality of the receiving Party; or (ii) that is properly and lawfully in the possession of the receiving Party prior to the time that it was disclosed by or acquired from, and was not acquired in any way directly or indirectly from, the disclosing Party or any of its or their respective directors, officers, employees or advisers (as evidenced by the written records or such person or persons) and provided that such information is not known to be subject to any other duty of confidentiality owed to or by the disclosing Party; or (iii) the disclosure of which is required by law or the rules of any applicable regulatory organization provided that, in such case, disclosure shall only be made to the extent reasonably necessary to comply with relevant law or rule and the disclosing Party shall be informed of the requirement such that the disclosing Party may apply for an injunction to prevent its disclosure; or (iv) that the disclosing Party has authorized the receiving Party in writing that the Confidential Information may be made public by the receiving Party. 1. The provisions of this clause shall survive the termination of these Terms and SRF and remain in force in perpetuity. 1. Term and Termination 1. The Parties agree that the Campaign shall commence from the Start Date and shall continue to be valid until terminated by either Party. The Merchant may at any time opt out of the Extra Inventory Ad Program with prior notice to Kolam. 2. Kolam reserves the right to discontinue the Program at its own discretion at any time, without liability, with prior intimation to the Merchant. 3. Kolam reserves the right to forthwith terminate the SRF and these Terms or suspend the Service on the Kolam Platform in the event the Merchant breaches any of the Terms set out herein or is in breach of any applicable laws. Kolam shall not return or refund any payment already paid by the Merchant for any termination due to breach of the Terms by the Merchant. 1. Intellectual Property Rights 1. The intellectual property rights in the Content provided by the Merchant hereunder shall vest solely with the Merchant. The Merchant agrees and acknowledges providing Kolam with an unrestricted, non-exclusive, royalty-free license in respect of all Content and information provided by the Merchant to Kolam. 2. Both Parties shall retain all rights in their individual intellectual property rights and upon executing the SRF and/ or accepting the Terms does not give either Party rights in the other Parties intellectual property rights, unless otherwise agreed in writing. 1. Governing Law and Dispute Resolution The SRF read along with these Terms shall be governed in accordance with the laws of India and the courts of New Delhi shall have exclusive jurisdiction to preside over any matters arising hereunder. 1. Disclaimer To the fullest extent permitted by law, Kolam and its affiliates, and each of their respective officers, directors, members, employees, and agents disclaim all warranties, express or implied, in connection with the SRF and these Terms, Kolam Platform and the Kolam services and any use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Kolam makes no warranties or representations about the accuracy or completeness of the Kolam Platform or the Campaign, content or the content of any other websites linked to the Kolam Platform, and assumes no liability or responsibility for any: 1. errors, mistakes, or inaccuracies of content and materials, 2. personal injury or property damage, of any nature whatsoever, resulting from the Merchant’s access to and use of the Kolam Platform, 3. any unauthorized access to or use of Kolam’s servers and/or any and all personal information and/or financial information stored therein, 4. any interruption or cessation of transmission to or from the website or otherwise with respect to the services, 5. any bugs, viruses, trojan horses, or the like which may be transmitted to or through the website by the Content of the Merchant, 6. click frauds, technological issues or other potentially invalid activity that affects the cost of service, and/or 7. any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Kolam Platform. Kolam does not warrant the results from use of service, and the Merchant assumes all risk and responsibility with respect thereto. 1. NoticesWe reserve the right to modify or update this Guidelines and Policies at any time. Any changes will be effective immediately upon posting on our website.