Last updated: Aug 11, 2026
Governed under: Information Technology Act, 2000 (as amended) and Digital Personal Data Protection Act, 2023
1. Acceptance of Terms & Electronic Contract
Pursuant to Section 10A of the Information Technology Act, 2000: These Terms of Service ("Terms") constitute a legally binding electronic contract between you ("User," "Subscriber," "you," or "your") and CafeMitra ("we," "our," "us," or the "Company"), a company operating in India. By (a) accessing or using the CafeMitra platform at cafemitra.com, any subdomain thereof, or any associated API, mobile app, or PWA (collectively, the "Service"); (b) clicking "I agree," "Sign up," or any equivalent acceptance mechanism; or (c) submitting an enquiry form that results in an account being provisioned, you acknowledge that you have read, understood, and unconditionally agree to be bound by these Terms.
If you are agreeing on behalf of a cafe, restaurant, company, partnership, LLP, or other legal entity, you represent and warrant that you have full legal authority to bind such entity to these Terms, in which case "you" shall refer to such entity. If you do not have such authority or if you do not agree with any part of these Terms, you must not access or use the Service. Your use of the Service is expressly conditioned on your acceptance of these Terms without modification.
2. Definitions
- Account: A unique store-based access identity provisioned to you, including a subdomain, admin credentials, and one or more staff user logins.
- Active Store: A store account for which applicable subscription or usage fees have been paid and for which access has not been suspended or terminated.
- Service: The CafeMitra cafe and restaurant management SaaS platform, including — without limitation — inventory management, order management (dine-in, takeaway, QR/online), recipe & menu management, customer CRM (profiles, top-up wallets, pending payments), analytics & reporting, multi-store management, role-based access control, invoicing & GST calculation, store table management, bulk import/export jobs, and associated APIs and PWA components.
- Subscriber Content: All data, files, text, images, menu items, recipes, ingredient lists, customer records, order history, invoices, GST records, store profile information, and any other materials uploaded, generated, entered, or stored by you or your staff through the Service.
- FSSAI License: Food Safety and Standards Authority of India license required for food business operators.
- GSTIN: Goods and Services Tax Identification Number issued under the CGST/SGST/UTGST/IGST Acts, 2017.
- Staff User: Any employee, agent, manager, or third party to whom you grant login credentials or role-based access to your store account.
- Documentation: Help articles, in-app guides, onboarding material, API reference, and product documentation provided by us.
3. Service Description & Features
CafeMitra provides a comprehensive cloud-based management platform for cafes and restaurants. Depending on your subscription tier, the Service includes:
- Inventory Management: Ingredient tracking by category and unit, low-stock alerts, automatic recipe-linked stock deduction, conversion factors, and bulk import/export with audit logs.
- Order Management: Kanban order board with configurable statuses (To Be Picked → In Process → Partially Done → Completed), dine-in and takeaway support, table assignment, customer linking, and order history.
- Recipe & Menu Management: Recipe creation with ingredient linkage, menu item variants (size, add-ons, duration), stock-based availability checks, and recipe categorization (Vegetarian, Non-Vegetarian, Beverage).
- Customer CRM: Customer profiles with phone, email, and reference IDs; regular/member/subscriber classification; pre-paid wallet top-ups; order history tracking; and pending balance management.
- Analytics & Reporting: Real-time dashboard, daily/weekly/monthly sales analytics, top-products reports, top-customers reports, low-stock summaries, revenue charts, and report export (PNG/JPG).
- Store Management: Multi-store support via subdomain routing, store profiles (GSTIN, tax rates, service charge, bill footer, cover photo, low-stock threshold, table count), and table status management.
- Invoicing & GST: Automatic invoice generation with per-item CGST/SGST calculation, service charge (fixed and percentage), discounts, packing charges, round-off, multiple payment modes, invoice export, and e-invoice-ready formats.
- User Roles & Permissions: Custom roles with granular permission controls, staff management with confirmation workflows, and immutable audit trails of all mutations.
- API & Integrations: REST APIs for seating, menu, tax details retrieval, and order updates.
We may modify, suspend, or discontinue any feature or module at any time. Material adverse changes to paid features will be notified 15 days in advance via registered email or in-app banner.
4. Eligibility
- You must be at least 18 (eighteen) years of age and competent to contract under Section 11 of the Indian Contract Act, 1872.
- You represent and warrant that (a) your cafe or food business holds a valid and current FSSAI License where required under the Food Safety and Standards Act, 2006; and (b) where your aggregate turnover exceeds the threshold under the GST Acts, you hold a valid GSTIN and keep such registration active and updated within the Store Profile.
- The Service is intended for use by cafes, restaurants, bakeries, cloud kitchens, food courts, and similar food & beverage businesses operating in India or serving Indian entities.
- Users previously suspended or terminated for breach of these Terms may not re-register without our explicit written consent.
5. Account Registration, Subdomain & Security
- You agree to provide accurate, current, and complete registration information and maintain such information, including GSTIN, FSSAI details, address, and contact number, at all times.
- Upon registration, a unique subdomain under cafemitra.com will be provisioned. Subdomains are non-transferable and may be revoked if they infringe trademarks, impersonate third parties, or are otherwise unlawful.
- You are solely responsible for safeguarding all credentials (admin, staff, super-admin, API keys), session tokens, and for all activities conducted under your Account. Devise confirmable emails must be acted upon promptly to verify ownership.
- You must immediately notify us at security@rorsolution.in of any suspected or actual unauthorized access, credential compromise, session hijacking, or security incident relating to your Account.
- We reserve the right to require two-factor authentication (2FA) or additional verification for high-privilege accounts.
6. Subscription, Fees, Payment & Taxes
- Access to the Service is governed by the subscription tier and pricing plan selected by you, as displayed on the landing page, order form, or invoice (the "Plan"). All Plan fees are exclusive of taxes unless explicitly stated otherwise.
- GST Applicability: All fees are subject to GST at the applicable rate under the CGST/SGST or IGST Acts, 2017, depending on the place of supply. If you provide a valid GSTIN, a tax invoice will be issued with GST breakdown. If no valid GSTIN is provided, GST will be charged at the default applicable rate and no input tax credit may be available to you.
- Your GST Obligations as a FBO: You are exclusively responsible for the accuracy of CGST/SGST percentages set in your Store Profile, for correctly charging GST on end-customer invoices generated through the Service, for issuing valid tax invoices compliant with the GST Acts, for collecting appropriate TCS (Tax Collected at Source) if applicable, and for filing all required GST returns (GSTR-1, GSTR-3B, GSTR-9, etc.) with the concerned tax authorities. We do not act as your GST advisor, return filer, or authorized representative.
- Billing cycles are monthly or annual, depending on your Plan. Invoices are issued electronically. Payments that remain unpaid for more than 15 days after the due date are subject to a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is lower) and may trigger Account suspension under Section 18.
- All fees are non-refundable except as required by applicable law or explicitly stated in a signed quotation. Partial months or unused features do not qualify for credit, refund, or proration upon downgrade or cancellation.
- Free trials, when offered, are limited to one (1) per legal entity, expire automatically after the stated period, and may not be combined with other promotions unless agreed in writing.
7. User Obligations & Acceptable Use
You agree to use the Service only for lawful purposes and in accordance with these Terms, the Privacy Policy, Documentation, and all applicable laws in India, including but not limited to:
- Ensuring that all Subscriber Content (recipes, pricing, descriptions, GST rates, customer data) is accurate, lawful, and does not violate any third-party intellectual property, personality, or privacy rights.
- Obtaining all consents required under the DPDPA, 2023 from your end customers before uploading or processing their personal data through the Service, and providing them with your own privacy notice compliant with applicable law.
- Ensuring all Staff Users are bound by written or electronic agreements that mirror the confidentiality, acceptable use, and security obligations in these Terms, and promptly revoking access upon termination of their employment or engagement.
- Maintaining compliance with the Food Safety and Standards Act, 2006 and any FSSAI regulations, including correct food allergen disclosures on menus, where applicable.
- Complying with all applicable labor and employment laws (Payment of Wages Act, Minimum Wages Act, EPF, ESI, etc.) with respect to your Staff Users; CafeMitra is not an employer of your staff for any purpose.
- Using the APIs only in accordance with published rate limits, documentation, and with valid authorization tokens, and not scraping or mirroring the Service without prior written consent.
- Promptly applying any security updates, patches, or configuration changes we recommend.
8. Prohibited Uses
You must not (and must not permit any Staff User or third party to):
- Engage in any activity that constitutes an offence under the Information Technology Act, 2000, including — without limitation — unauthorized access (Section 43), hacking with computer systems (Section 66), identity theft or cheating by impersonation (Sections 66C–66D), publishing or transmitting obscene material (Section 67), cyber terrorism (Section 66F), or failing to assist government agencies with lawful interception requests (Section 69).
- Use the Service to process, store, or transmit data that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.
- Infringe or misappropriate any trademark, copyright, patent, trade secret, or other intellectual property right of any party, including uploading or copying recipes, menus, or brand assets without lawful authorization.
- Introduce viruses, worms, trojan horses, ransomware, SQL injection payloads, CSRF exploits, logic bombs, or any other malicious or technologically harmful code or material into the Service or its infrastructure.
- Attempt to gain unauthorized access to other Users' accounts, other subdomains, restricted areas of the Service, super-admin panels, infrastructure dashboards, or underlying infrastructure (including database servers, cache layers, or job queues).
- Reverse-engineer, disassemble, decompile, or otherwise attempt to derive source code, internal data structures, or trade secrets from the Service, except to the extent such restriction is expressly prohibited by the Copyright Act, 1957 or other mandatory law.
- Use the Service to send unsolicited commercial communications (spam) to customers or third parties in violation of the Telecom Commercial Communications Customer Preference Regulations, 2018 (TRAI DND) or any successor regulation.
- Rent, lease, sell, resell, license, sublicense, white-label, or commercially exploit the Service or any part thereof to third parties without our prior written consent.
- Remove, obscure, or alter any copyright, trademark, service mark, or other proprietary notice or branding within the Service or any output (e.g., bill/print footer, unless replaced using the permitted bill-footer customization field).
9. Intellectual Property Rights
(a) Our IP: Subject to the limited license granted below, we and our licensors retain exclusive right, title, and interest in and to the Service, all derivatives and improvements thereof, all source code, object code, architecture, UX/UI design, visual elements, animations, dashboard layouts, algorithms, database schemas, application programming interfaces, logos (including "CafeMitra"), trademarks, service marks, trade names, and domain names, along with all copyrights, patents, trade secrets, and other intellectual property rights subsisting therein under the Copyright Act, 1957; Trade Marks Act, 1999; Patents Act, 1970; and all applicable law. All rights not expressly licensed are reserved.
(b) Your License: We grant you a personal, non-exclusive, non-transferable, revocable, limited license (without the right to sublicense except to Staff Users for internal use) to access and use the Service solely for your internal cafe/restaurant business operations and strictly in accordance with these Terms and the Documentation.
(c) Your IP: You retain full ownership of all Subscriber Content. You grant us a non-exclusive, worldwide, royalty-free, transferable license to host, store, process, transmit, back up, display, and modify Subscriber Content solely for the purpose of providing the Service to you, generating aggregated de-identified analytics, complying with legal obligations, and enforcing these Terms. This license survives termination only to the extent required for archival, legal compliance, or dispute resolution during the retention period described in our Privacy Policy.
(d) Feedback: Any suggestions, feature requests, bug reports, or feedback you submit may be used by us freely without attribution, compensation, or restriction, and you irrevocably assign all right, title, and interest in such feedback to us.
10. Confidentiality
- Each party (the "Recipient") agrees to hold in strict confidence all non-public information disclosed by the other party (the "Discloser") in connection with these Terms, including — without limitation — pricing, business plans, customer lists, trade secrets, know-how, security procedures, API keys, and technical designs ("Confidential Information"). Subscriber Content is your Confidential Information; the Service source code, infrastructure details, and unreleased features are our Confidential Information.
- The Recipient may use Confidential Information only for the purpose of exercising rights or performing obligations under these Terms and may disclose it only to employees, contractors, or advisors who have a need to know and who are bound by written or professional confidentiality obligations at least as protective as those herein.
- Confidentiality obligations do not apply to information that (a) is or becomes generally available to the public through no fault of the Recipient; (b) was lawfully known to the Recipient without restriction prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.
- The Recipient may disclose Confidential Information to the extent required by a court order, subpoena, or mandatory law, provided it (to the extent legally permissible) gives the Discloser prompt prior written notice and cooperates in any lawful effort to seek a protective order or other appropriate remedy.
- These confidentiality obligations survive termination of these Terms for a period of 5 (five) years from the date of termination, or indefinitely with respect to trade secrets for so long as they remain trade secrets under applicable law.
11. Third-Party Services & Infrastructure
The Service may integrate with, rely upon, or link to third-party platforms, services, or content (e.g., payment gateways, SMS/email delivery providers, cloud infrastructure providers, map services, WhatsApp Business APIs, or UPI processors). You acknowledge and agree that:
- We do not endorse, warrant, or assume any liability for any third-party service, its availability, accuracy, security, or content.
- Your use of any third-party service is subject solely to that provider's own terms of service and privacy policy, and any contractual or payment relationship between you and such provider is between you and them directly.
- We are not responsible for any outage, data loss, security breach, or charge arising out of a third-party service, including without limitation payment processing failures, delayed SMS OTPs, or map inaccuracies.
- Any open-source software component included in the Service is governed by its respective license (e.g., MIT, BSD, Apache) and, to the extent of conflict, the open-source license shall prevail solely with respect to such component. A list of open-source components is available on request.
12. Availability, Service Levels & Maintenance
- We will use commercially reasonable efforts to make the Service available 24x7, excluding scheduled maintenance windows, which we will endeavor to conduct between 02:00 IST and 05:00 IST, with at least 24 hours' notice via in-app banner or registered email.
- Emergency maintenance for patching critical security vulnerabilities or responding to infrastructure incidents may be performed without notice and is excluded from any availability SLA.
- The Service includes a PWA service worker for offline caching of static assets; offline functionality for transactional operations (order submission, invoice generation, stock updates) is limited and transactional data must sync once connectivity is restored.
- We perform automated daily backups of the database and offer paid point-in-time restore options for certain Plans. Backup retention and restore SLAs are as specified in the Plan details; free-tier accounts receive best-effort backup only.
- Sidekiq-managed background jobs (imports, exports, bulk operations) are executed on a best-effort queue basis; job logs and status are available via the Jobs dashboard.
13. Disclaimers (IT Act Section 26 & Indian Contract Act Section 62)
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND.
TO THE FULLEST EXTENT PERMISSIBLE UNDER THE INFORMATION TECHNOLOGY ACT, 2000, THE INDIAN CONTRACT ACT, 1872, THE CONSUMER PROTECTION ACT, 2019, AND ALL OTHER APPLICABLE LAWS IN INDIA, WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:
- Implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, and non-infringement;
- Warranties that the Service will be uninterrupted, error-free, secure, or free from viruses or other harmful components;
- Warranties regarding the accuracy, completeness, reliability, or currency of any data or reports generated by the Service, including GST calculations, inventory valuations, tax amounts, or analytics insights — all of which must be independently verified by you with a qualified chartered accountant or tax professional before reliance;
- Warranties regarding the uninterrupted availability of any third-party service integrated with the platform.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
14. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OR OTHERWISE, INCLUDING NEGLIGENCE OF ANY PARTY:
(A) OUR TOTAL, AGGREGATE CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS, LOSSES, DAMAGES, COSTS, OR EXPENSES ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND MISREPRESENTATION), STATUTE, OR OTHERWISE, SHALL IN NO EVENT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU FOR THE SERVICE DURING THE 12 (TWELVE) CALENDAR MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE, OR ₹50,000 (INR FIFTY THOUSAND), WHICHEVER IS HIGHER. THIS IS AN AGGREGATE CAP AND THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.
(B) IN NO EVENT SHALL WE, OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, OR LICENSORS BE LIABLE FOR ANY:
- INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES;
- LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, CONTRACTS, OR ANTICIPATED SAVINGS;
- LOSS OF DATA, LOSS OF USE OF DATA, LOSS OF OPPORTUNITY, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
- LOSSES ARISING OUT OF GST MISDECLARATIONS, TAX PENALTIES, FSSAI FINES, OR LABOR LAW VIOLATIONS INCURRED BY YOU;
- LOSSES ARISING FROM UNAUTHORIZED ACCESS TO OR USE OF YOUR ACCOUNT RESULTING FROM YOUR FAILURE TO SAFEGUARD CREDENTIALS OR ENABLE AVAILABLE SECURITY CONTROLS;
(C) NOTHING IN THESE TERMS SHALL LIMIT LIABILITY FOR: (i) DEATH OR PERSONAL INJURY CAUSED BY OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) FRAUD OR FRAUDULENT MISREPRESENTATION (under Section 17 of the Indian Contract Act, 1872); (iii) BREACH OF CONFIDENTIALITY IN RESPECT OF PAYMENT CARD OR BANK DETAILS WHERE SUCH BREACH CONSTITUTES GROSS NEGLIGENCE; OR (iv) ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER MANDATORY INDIAN LAW, INCLUDING SECTION 43A OF THE IT ACT FOR UNLAWFUL DISCLOSURE OF SENSITIVE PERSONAL DATA BY A BODY CORPORATE. IN SUCH CASES, OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY SUCH MANDATORY LAW.
15. Indemnification
You agree to indemnify, defend, and hold harmless CafeMitra, its directors, officers, employees, affiliates, agents, licensors, and suppliers (collectively, the "Indemnified Parties") from and against any and all claims, damages, losses, liabilities, fines, penalties, interest, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or relating to:
- Your breach of any provision of these Terms or the Privacy Policy, including breach of any representation or warranty contained herein;
- Your Subscriber Content, including any claim that Subscriber Content infringes or misappropriates a third party's copyright, trademark, patent, trade secret, privacy, publicity, or other right;
- Any claim by your end customers, Staff Users, vendors, or any other third party relating to your food, beverages, service quality, pricing, GST/TCS non-compliance, FSSAI violations, or labor law violations — regardless of whether the Service was used to generate records relating to such matters;
- Your failure to obtain any consent, license, or permit required under the DPDPA, 2023; GST Acts; Food Safety and Standards Act, 2006; or any other applicable law;
- Any act or omission of your Staff Users, agents, or contractors that would constitute a breach of these Terms if committed by you;
- Any actual or alleged violation of the IT Act, 2000 or subordinate rules by you or through your Account.
We will: (a) give you prompt written notice of any indemnifiable claim; (b) grant you the right to assume the exclusive defense and control of the claim with counsel reasonably acceptable to us (provided that failure to respond within 15 days shall constitute a waiver of your right to control); and (c) provide you with reasonable cooperation at your expense. We may participate in the defense with counsel of our choosing at our own expense, and we reserve the right to settle any claim at any time if such settlement fully releases the Indemnified Parties without imposing any ongoing liability on them.
16. Term & Termination
- Term: These Terms commence on the date you first accept them (or first use the Service, whichever is earlier) and continue in full force and effect until terminated in accordance with this Section 16.
- Termination by You for Convenience: You may terminate these Terms at any time for any reason or no reason by closing your Account via in-app cancellation, if available, or by sending written notice to support@rorsolution.in. Termination takes effect upon completion of the then-current billing cycle; no refunds are provided.
- Termination by Us for Cause (Immediate): We may suspend or terminate your Account immediately upon written notice if you: (a) breach any provision of Section 8 (Prohibited Uses); (b) are subject to any action under the IT Act, 2000; (c) become insolvent, enter liquidation, voluntary or involuntary bankruptcy, or have a receiver or administrator appointed over a substantial part of your assets under the Insolvency and Bankruptcy Code, 2016; or (d) cease to hold a valid FSSAI License or GSTIN where required.
- Termination by Us for Cause (with cure): For any other material breach of these Terms (including non-payment under Section 6 and failure to maintain accurate account details), we will provide written notice specifying the breach and a cure period of 30 (thirty) days. If the breach is not cured within such period, we may terminate these Terms upon expiry of the cure period.
- Post-Termination Access: Upon termination, your right to access the Service ceases immediately. For a period of 30 (thirty) days after the effective date of termination (the "Export Window"), you may request a one-time export of Subscriber Content in a standard machine-readable format (CSV, JSON, or Excel, as available) by contacting support. You will be charged a reasonable administrative fee if total exported data exceeds 10 GB.
- Post-Termination Data Deletion: Following the Export Window, we will permanently delete or irreversibly anonymize Subscriber Content, except where retention is required by law (see Section 8 of the Privacy Policy for retention periods for financial, tax, and audit records).
- Survival: The following provisions survive termination indefinitely or for their stated durations: Section 9 (IP), Section 10 (Confidentiality), Section 13 (Disclaimers), Section 14 (Limitation of Liability), Section 15 (Indemnification), Section 20 (Governing Law & Dispute Resolution), Section 22 (Severability), and this Section 16 (Survival sub-clause).
17. Suspension
In addition to — and without prejudice to — our termination rights, we may suspend all or part of your Account's access to the Service without incurring any liability, upon written notice (except as noted), in the following circumstances:
- Non-payment of any invoice beyond the 15-day grace period specified in Section 6 — suspension lifts upon full payment of outstanding amounts plus applicable late fees;
- Credible evidence of unauthorized access, credential compromise, or a material security vulnerability originating from your Account or Staff Users — no prior notice required if immediate suspension is necessary to prevent harm;
- Reasonable belief that your use of the Service exposes us, other Users, or third parties to material legal liability, regulatory sanctions, or reputational harm — with 48 hours prior notice where reasonably practicable;
- Where required by an order of a court, regulator, or competent Indian authority under the IT Act, 2000 (including Section 69A blocking orders) or other law.
Suspension does not relieve you of your obligation to pay fees accruing during the suspension period, unless the suspension was caused by our breach of these Terms. You may appeal a suspension decision within 7 (seven) days of the suspension notice by writing to the Grievance Officer.
18. Governing Law & Dispute Resolution
- Governing Law: These Terms and any dispute, claim, or controversy arising out of or relating to them (including their existence, validity, interpretation, performance, breach, or termination) and any non-contractual obligations in connection with them shall be governed by and construed exclusively in accordance with the laws of India, including the Indian Contract Act, 1872; the Information Technology Act, 2000; the Arbitration and Conciliation Act, 1996; the Code of Civil Procedure, 1908; and the DPDPA, 2023 — without giving effect to any conflict of laws principles that would result in the application of the laws of any other jurisdiction.
- Jurisdiction: Subject to the arbitration clause below, the courts located in [City, State], India shall have exclusive jurisdiction to adjudicate any action or proceeding arising out of these Terms, and you irrevocably submit to the personal jurisdiction of such courts and waive any objection based on venue or forum non conveniens.
- Amicable Resolution & Mediation: In the event of any dispute, controversy, or claim arising out of or relating to these Terms, either party shall first give written notice to the other describing the dispute in reasonable detail. The parties shall, through their respective authorized senior representatives, attempt in good faith to resolve the dispute amicably through direct discussions within 30 (thirty) days from the date of such notice. If the dispute is not resolved within such 30-day period, either party may elect to refer the matter to mediation by a neutral mediator agreed upon by the parties or, failing agreement within 7 days, appointed by the District Legal Services Authority of the jurisdictional district. The mediation shall be conducted in English (or a mutually agreed local language) and costs shall be borne equally by the parties.
- Arbitration: If the dispute is not resolved through mediation within a further 30 (thirty) day period from the commencement of mediation, the dispute shall be finally resolved by binding arbitration under the Arbitration and Conciliation Act, 1996 (including any statutory modifications or re-enactments thereof). The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties; if the parties fail to agree within 15 (fifteen) days of a written request for appointment, the arbitrator shall be appointed by the Chief Justice of the jurisdictional High Court or his designate. The seat (place) of arbitration shall be [City, State], India and all proceedings shall be conducted in the English language. The arbitral award shall be final, conclusive, and binding on both parties, and judgment upon the award may be entered in any court having jurisdiction. Each party shall bear its own costs in connection with the arbitration, and the arbitrator shall have authority to award costs (including reasonable attorneys' fees) to the substantially prevailing party.
- Exceptions: Notwithstanding the above, nothing in this Section shall prevent either party from seeking urgent interim or conservatory relief (including injunctions, attachment orders, or orders for the preservation of evidence) from a court of competent jurisdiction, pursuant to Section 9 of the Arbitration and Conciliation Act, 1996 or any other applicable statutory provision.
19. Electronic Records & Signatures (IT Act Sections 4, 5 & 10A)
Pursuant to Sections 4, 5, and 10A of the Information Technology Act, 2000:
- These Terms, all invoices and billing records, Account notices, consent records, and any other communications between you and us shall be in the form of electronic records and shall be deemed to be "writing" and "signed" for all statutory, contractual, and legal purposes.
- Any electronic record generated in the ordinary course of business (including but not limited to orders, invoices, audit logs, session records, access permissions, and import/export jobs) shall be admissible in evidence before any court, tribunal, arbitrator, or regulatory authority in India without further proof or production of originals, subject to the Indian Evidence Act, 1872 and Section 65B thereof, as well as the provisions of the IT Act relating to admissibility of electronic records.
- Any electronic signature (including click-acceptance mechanisms, Devise confirmation tokens, password-authenticated actions, and API requests bearing valid bearer tokens) used in connection with the Service shall be given legal effect and enforceability equivalent to a handwritten signature, in accordance with Sections 3(2), 3A, and 5 of the IT Act, 2000 and the Information Technology (Certifying Authorities) Rules, 2000, where applicable.
- You consent to receive all legal and contractual notices electronically via the registered email address associated with your Account and agree that any such notice sent by us shall be deemed to have been duly given and received 24 hours after transmission (unless we receive a non-delivery report indicating otherwise).
20. Force Majeure (Indian Contract Act, 1872 — Section 56)
Neither party shall be liable to the other for any delay or failure in the performance of its obligations under these Terms (except for the obligation to pay money) to the extent such delay or failure is caused by an event or circumstance beyond the reasonable control and without the fault or negligence of the affected party ("Force Majeure Event"), including but not limited to: acts of God; earthquakes, floods, cyclones, pandemics, epidemics, or other natural disasters; strikes, lockouts, or industrial disputes; war, hostilities, invasion, acts of terrorism, civil unrest, or riots; government or regulatory action (including orders under Sections 69, 69A, or 70 of the IT Act, 2000, nationwide internet shutdowns, or GST system outages); failures of public infrastructure (power grids, internet backbone, telecom services); or any law, order, regulation, or direction of any government or court. The affected party shall give the other party prompt written notice of the Force Majeure Event, specifying the expected duration and the obligations to be delayed, and shall use all reasonable efforts to minimize the impact and to resume performance as soon as practicable. If a Force Majeure Event continues for more than 90 (ninety) consecutive days, either party may terminate these Terms by giving 15 (fifteen) days' written notice, without liability other than for pre-termination accrued obligations.
21. Notices
- All notices and communications to be given under these Terms shall be in English and in writing (including electronic form accepted under the IT Act, 2000).
- To You: We may send notices to the registered email address associated with your Account or by in-app banner. Notices by email are deemed given upon transmission as specified in Section 19.
- To Us: You may send notices to: (a) grievance@rorsolutions.in for contractual, privacy, and grievance-related notices (with a copy to support@rorsolution.in); and (b) by registered post or speed post to our registered office address stated in Section 23. Notices by post are deemed given on the date of acknowledgment (as per India Post tracking). Urgent notices requiring less than 30 days' response may be sent both by email and speed post.
22. Severability, Waiver & Entire Agreement
- Severability: If any term, condition, or provision of these Terms is determined by a court or arbitrator of competent jurisdiction to be invalid, unlawful, void, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed only to the extent necessary to make it valid and enforceable while giving maximum effect to the intent of the parties as expressed in such provision.
- Waiver: No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All waivers must be in writing and signed by the waiving party (or, for electronic waivers, sent via registered email from an authorized representative of the waiving party) to be effective.
- Entire Agreement: These Terms, together with the Privacy Policy, any signed Quotation or Order Form, and the Documentation, constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written, oral, or implied, relating to such subject matter, including any pilot, trial, or beta program terms. No course of dealing, course of performance, or trade usage shall be admissible to supplement, vary, or contradict the express terms hereof. Any modification or amendment to these Terms shall be binding only if issued in accordance with Section 24.
- Assignment: You may not assign, novate, transfer, or delegate any of your rights or obligations under these Terms without our prior written consent, and any purported assignment in violation of this clause shall be null and void ab initio. We may assign, novate, transfer, or delegate these Terms (in whole or in part) to any affiliate, successor, or acquirer of substantially all of our assets or business, upon 30 days' prior written notice to you.
- Relationship of Parties: The relationship between you and us is that of independent contractors. Nothing in these Terms shall be deemed to create a partnership, joint venture, franchise, agency, employment, or fiduciary relationship between the parties, and neither party shall have the authority to bind the other to any third party.
23. Complaints, Grievances & Contact Information
For any complaint, grievance, or query relating to the Service, billing, privacy, or these Terms, you may contact:
Customer Support: support@rorsolutions.in
Billing & Accounts: billing@rorsolutions.in
Security Incidents: security@rorsolutions.in (PGP key available on request)
All grievances (including privacy complaints) shall be acknowledged within 72 (seventy-two) hours and resolved within 30 (thirty) calendar days from the date of receipt, in accordance with Section 13 of the DPDPA, 2023 and Rule 4 of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, as applicable.
24. Amendments
We may amend these Terms from time to time to reflect changes in law (including amendments to the IT Act, DPDPA, GST law, or FSSAI regulations), changes in the Service, judicial precedent, or operational requirements.
- Material Amendments: Changes that materially reduce your rights or materially increase your obligations will be notified via registered email and in-app banner at least 15 (fifteen) days prior to the effective date. Such amendments shall not apply retroactively to disputes that had crystallized prior to the effective date.
- Non-Material Amendments: Clarifying changes, typographical corrections, or changes required by minor regulatory updates may be made with immediate effect upon posting of the revised Terms on the platform, which shall be indicated by an updated "Last updated" date.
- Your continued use of the Service after the effective date of the revised Terms constitutes your irrevocable acceptance of the amended Terms. If you do not agree to the amended Terms, your sole remedy is to terminate these Terms in accordance with Section 16.
