Restaurant Partner Agreement

Zroton is an independent technology and marketing intermediary that helps diners discover, reserve, and pay at restaurants. Zroton is not a restaurant, does not prepare or serve food, and is not a party to the dining arrangement between you and a diner. Nothing in this Agreement creates a partnership, joint venture, employment, or franchise, except that Zroton acts as your limited collection agent for bill payments made through Zroton under Section 6. Zroton does not guarantee any number of bookings, footfall, or revenue.

• You will be listed only after Zroton verifies and approves your details. Zroton may approve, reject, delist, hide, or suspend your listing at its discretion, including for inaccurate, expired, or incomplete information.
• You confirm that all information and documents you submit (owner details, PAN, FSSAI licence, bank details, menus, hours, prices, policies) are accurate, that you hold every licence and registration needed to operate (including a valid FSSAI licence and applicable GST registration), and that you will keep them valid and tell us promptly of any change.
• You authorise Zroton to verify your details with third parties, including banks, payment partners, and government databases.
• You grant Zroton a non-exclusive, royalty-free licence to display your name, logo, photos, menu, offers, location, and ratings on the Service and in marketing of the Service.

• You set your own offers (discount percentage, day, dining window, number of table slots, and minimum bill). You are solely responsible for them.
• A slot is one full table regardless of party size. Once a booking is confirmed, the offer terms at the time of booking are fixed for that booking, even if you later edit or delete the offer.
• You must honour every confirmed reservation and the offer attached to it for the reserved dining window, seat the diner, and apply the discount without any surcharge, minimum spend beyond the stated offer, or other condition not shown on the offer.
• Platform-funded incentives (Zro Coins, Zroton Deals, and any convenience charge) are Zroton's and do not reduce what you receive under this Agreement.

A fixed booking deposit is collected from the diner when a reservation is confirmed. The deposit is a booking and service fee that belongs to Zroton in every case — whether or not the diner shows up, whether the bill is paid through Zroton or directly to you, and whether the booking is later cancelled. You have no claim to any part of the deposit, and Zroton does not pay it over to you. If the diner settles a bill, the deposit is credited against what the diner owes, as shown at checkout, and that credit is not a payment to you.

On the Verification page you choose one of two modes. You may change it by contacting Zroton, and a change applies to bookings made after Zroton records it.

• Mode A — bills paid through Zroton ("Accept Bill Payments via Zroton" on): the diner pays the bill through a Zroton checkout link and Zroton settles to you under Sections 6 and 7. Bank account details are mandatory for this mode.
• Mode B — bills paid directly to you (the setting is off): the diner shows the booking at the restaurant. You apply the offer discount and collect directly from the diner the bill amount after the discount, less the booking deposit already paid to Zroton. Zroton charges no commission and takes no part in that payment, and is not liable if the diner does not pay you or disputes it.

• Collection agent — you appoint Zroton as your limited agent to collect bill payments from diners on your behalf through Zroton's payment partners. A diner's payment to Zroton of the amount shown at checkout fully discharges the diner's obligation to you for that amount.
• Commission — Zroton deducts a commission of 8% of the bill amount after your own offer discount. You receive the balance. The deposit is ignored in this calculation. The rate may change only under Section 18.
• Discounts and Zro Coins — your offer discount is applied to the bill after the deposit is credited, as shown at checkout. Any Zro Coins redeemed by the diner and any convenience charge are borne by or accrue to Zroton and do not change the amount you receive.
• Bill amount is entered by the diner — the diner enters the final bill amount on their own device. Zroton does not receive or verify your bill. You are responsible for checking the amount shown on the diner's screen against your own bill before the diner pays, and for declining or correcting it on the spot if it is wrong.
• Zroton is not liable for any understatement or error in a bill amount entered by a diner.
• Dispute window — if you still wish to dispute a bill amount, you must email Zroton within 3 days after the settlement that included that payment, giving the booking details, your bill, and the amount you claim. Disputes raised later are waived. Zroton will review in good faith and may help recover a shortfall from the diner, but has no obligation to pay you any amount it did not collect, and its decision on a dispute is final as between you and Zroton.

• Schedule — Zroton settles amounts due to you twice a week, every Monday and Thursday, for bill payments captured up to the cut-off Zroton applies for that settlement. If a settlement day is a bank or public holiday, settlement is made on the next working day. Delays caused by banks, payment partners, or events outside Zroton's control are not a breach.
• Account — settlements go only to the bank account in your verification details, which must be in the name of the Restaurant or its owner. You are responsible for the accuracy of those details and for any loss from incorrect details. Change requests are subject to Zroton's re-verification.
• Holds, set-off and reversal — Zroton may hold, withhold, set off, or reverse amounts for chargebacks, refunds, fraud or suspected fraud, payments reversed or disputed with the payment partner, incorrect settlements, amounts you owe Zroton, and requirements of law or a payment partner.
• Taxes — Zroton may deduct from settlements any tax it is required by law to deduct or collect (such as TDS or TCS) and will issue the corresponding certificates or statements. You are responsible for all your own taxes, including GST on your sales. Zroton issues a tax invoice for its commission where required.
• Statements — Zroton will make settlement details available to you. Settlement entries not queried within the dispute window in Section 6 are treated as correct.

Payments are processed through third-party payment partners such as Razorpay and are subject to their terms and to applicable law, including RBI regulations. To comply with law or partner requirements, Zroton may change how payments are collected, held, and settled — including moving to a licensed payment aggregator, marketplace or split-settlement arrangement — on reasonable notice, and you will complete any additional onboarding or KYC the partner or regulator requires. If you do not, Zroton may suspend Mode A for you.

• Diner cancellations and no-shows — the booking deposit is non-refundable and stays with Zroton. You have no claim against Zroton or the diner for a no-show.
• If you cancel or do not honour a booking — you must tell Zroton and the diner as early as possible. If the diner contacts Zroton, Zroton will refund the booking deposit to the diner. You are not charged for that refund, but you are responsible for any other loss, compensation, or claim the diner has against you.
• Reputation — Zroton keeps a record of your conduct on the platform, including cancellations, refusals to honour bookings or offers, diner complaints, bill disputes, and policy breaches. This record affects how your restaurant is ranked and shown, and whether it keeps access to offers and features. Repeated or serious issues may lead to suspension or delisting.
• Refund requests from diners for the food, service, or overall experience are between the diner and you. Zroton does not refund bill payments, and refunds of any bill payment collected by Zroton are made only at Zroton's discretion and recovered from your settlements.

You are solely responsible for the food, drink, service, hygiene, safety, allergen information, pricing, and premises you provide, and for compliance with all laws that apply to your business (including food safety, licensing, labour, fire, smoking, and consumer protection laws). You will display accurate prices and must not charge diners more than other customers for the same items. Zroton does not inspect your restaurant and gives no assurance about it.

• You will receive diners' details (such as name, WhatsApp number, party and date details, and booking and payment status) only to fulfil their booking and serve them. You become an independent controller of that data once received.
• You may not use it for marketing or share or sell it to anyone unless the diner has separately given valid consent to you, and you must honour opt-out requests. You must comply with the Digital Personal Data Protection Act, 2023 and other applicable data protection law.
• You will keep the data secure, tell Zroton within 72 hours of becoming aware of a breach affecting it, and delete it when no longer needed for the booking and your legal obligations.
• For contact lists you upload to run your own campaigns, you are the controller and Zroton is your processor, as described in the Privacy Policy.

You are responsible for complying with Meta's WhatsApp policies and for having valid opt-in for every contact you message. Where you enable AI replies, they speak on your behalf: you are responsible for the information and instructions you provide, must keep your restaurant details up to date, and should monitor conversations. AI replies may contain errors, and Zroton is not liable for them. AI never sets the booking deposit or payment amounts.

For bookings that originate through Zroton, you will not encourage or pressure diners to cancel or move to another channel in order to avoid Zroton's deposit, fees, or commission, and will not misrepresent the offer, the bill, or the payment mode to a diner. Zroton may treat a breach as a material breach.

You indemnify and hold harmless Zroton, its directors, employees, and partners from all claims, losses, penalties, and expenses (including legal fees) arising from: food, drink, service, or premises (including illness, injury, or allergic reaction); your failure to honour a reservation or offer; inaccurate information, menus, prices, or documents; your content infringing any right; your breach of this Agreement or any law; your taxes; and chargebacks or reversals arising from your conduct.

To the maximum extent permitted by law, Zroton is not liable for indirect, incidental, special, consequential, or punitive loss, or for loss of profit, revenue, goodwill, or data. Zroton's total liability to you for all claims relating to this Agreement is limited to the commission Zroton actually earned from you in the 12 months before the claim arose. The Service and the platform are provided "as is" without guarantee of uninterrupted operation. Nothing limits liability that cannot be limited by law.

Each party will keep the other's non-public business information (including commercial terms and settlement data) confidential and use it only for this Agreement, except as required by law. Zroton may state that you are a Zroton partner, and may use your name and logo for that purpose.

• This Agreement runs until terminated.
• Either party may terminate for convenience on 15 days' written notice (email is sufficient).
• Zroton may suspend or terminate immediately, with or without notice, for breach, fraud, invalid or expired licences or KYC, repeated cancellations or complaints, risk to diners, or if required by law, Meta, or a payment partner.
• On termination you must still honour every booking already confirmed, Zroton will settle amounts due for payments already collected (less amounts it may withhold under Section 7), and provisions that by nature survive (including payments, deposit, disputes, data, indemnity, liability, and governing law) continue.

Zroton may update this Agreement, the commission rate, or its fees by giving at least 30 days' notice by email, WhatsApp, or in-app notice (shorter where required by law or a payment partner). If you do not agree, your only remedy is to terminate before the change takes effect; continuing to accept bookings after it takes effect means you accept it. You may be asked to accept the new version again through the dashboard before your listing remains active.

This Agreement is governed by the laws of India. Any dispute that cannot be resolved by good-faith discussion within 30 days shall be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator mutually appointed by the parties (or, failing agreement within 15 days, appointed under that Act), seated in Bhopal, Madhya Pradesh, in English. The courts at Bhopal, Madhya Pradesh have exclusive jurisdiction over matters relating to the arbitration and any matter not arbitrable. Bill-amount disputes are first subject to Section 6.

This Agreement, with the Terms of Service and Privacy Policy, is the entire agreement on its subject. You may not assign it without Zroton's written consent; Zroton may assign it to an affiliate or successor. If any part is unenforceable, the rest continues. A delay in enforcing a right is not a waiver. Neither party is liable for delay caused by events beyond its reasonable control (including outages of Meta, payment partners, or banks). Notices to you may be sent to the email and WhatsApp number in your verification details; notices to Zroton go to admin@zroton.com.