GENERAL TERMS AND CONDITIONS BETWEEN PLUXEE AND THE MERCHANT FOR MEAL BENEFIT
1. DEFINITIONS:
1.1 'Client' shall mean an organization which instructs 'Pluxee' to issue Meal benefit for the exclusive use of its employees/business associates etc.
1.2 'Consumer(s) shall mean an employee/ business associates of the Client who has been issued a valid Meal instrument by Pluxee.
1.3 "Consumer Data” means all identifiable information about Consumer that may be directly collected by Merchant from the Consumer as part of the services rendered by the Merchant.
1.4 ‘Merchant' shall mean any person or entity that has an agreement with Pluxee to accept Meal against purchase of food and non-alcoholic beverages (excluding tobacco).
1.5 ‘Meal’ is a meal benefit service offered by Pluxee through the issuance of meal instrument that will be used for purchasing food and non-alcoholic beverages (excluding tobacco) from the Pluxee’s affiliated Merchant and includes Resto and Cafeteria.
(a) ‘Resto’ shall mean Meal Card issued by 'Pluxee' that is filtered loop to enable acceptance at the Merchants in the category of restaurants and/or any eating joints/ outlet who has agreed to accept Meal Card against purchase of food and non-alcoholic beverages (excluding tobacco).
(b) ‘Cafeteria’ shall mean Meal Card a issued by 'Pluxee' that is filtered loop for enabling acceptance for purchase food and/or non-alcoholic beverages from the Merchants located within the Client’s premises or as prescribed by the Client
1.6 'Meal Card’ means the electronic pre-paid payment instrument issued by Pluxee for purchase of food and non alcoholic beverages from the Merchant.
1.7 'Mobile Application/ Payment' shall mean a software application that runs on smart phones, tablet computers and other mobile devices for enabling the Consumer to make payment for purchase of food and non-alcoholic beverages (excluding tobacco) from the Merchant for Meal.
1.7 ‘IVR’ stands for ‘Interactive Voice Response’ is a computerized telephone system that allows a caller to respond to a menu of choices (spoken by an 'electronic voice') by pressing the appropriate buttons on the pad of a touch-tone phone.
1.8 'EDC Terminal' means any one of the following:
(a) an electronic Point Of Sale terminal installed by or on behalf of Pluxee at all the outlets of Merchants that is capable of reading Meal for the purpose of authorizing transactions.
(b) any other existing electronic point of sale set-up or Terminal that is capable of reading Meal for the purpose of authorizing transactions.
1.9 ‘Pluxee' or the 'Issuer' shall mean 'Pluxee India Private Limited (Formerly known as Sodexo SVC India Private Limited)' a company established under the Indian Companies Act, 1956 and duly authorized to issue Pre-Paid Payment Instruments (PPIs) under Payment and Settlement Systems Act, 2007 (includes its successors and assigns)
1.10 'Valid shall mean electronic / instrument issued by Pluxee; not expired or mutilated or altered and conforms to Issuers guidelines or instructions issued from time to time.
2. ACCEPTANCE OF MEAL /MOBILE PAYMENT
2.1 The Merchant undertakes to accept Meal Card issued by Pluxee at all its network of Outlets through EDC Terminal, mobile payment, IVR or other mode of payment as and when provided by Consumers for accepting payment for food and non-alcoholic beverages (excluding tobacco).
2.2 The Merchant shall service or deliver to a Consumer, against the available Meal balance exclusively for food or non-alcoholic beverages. Any payment request from a Consumer by means of the Meal Card gives rise to a systematic authorization request. Merchant agrees to bifurcate food and non-food items at the time of billing to ensure compliance with this contract.
2.3 The Merchant needs to understand that the transaction may be rejected when
a.the Meal Card is expired
b.the balance on the Meal Card is insufficient
c.the Meal Card is blocked or
d.the Meal Card is unknown to the system or
e.Pluxee is uncertain whether the transaction is authorized by the Consumer
f.if the transaction PIN (where applicable) entered is incorrect
g.the transaction parameters do not meet the parameters defined by the Client.
2.4 The Merchant undertakes to a.honour a valid Meal Card whenever presented by the Consumer for payment b.not engage in any practices or procedures that discriminates or discourages the use of Meal Card; whether in favor of cash or any other card brands c.not levy any service charges or fees on the Consumer for the acceptance of the Meal , d.not place any minimum limit on the transaction for the use of Valid Meal Card and e.not to return or pay any amount in cash to the Consumer.
2.5 The Merchant agrees to;
a.return the Meal Card and handover a copy of the transaction record/ charge slip to the Consumer, if requested.
b.retain the copy of transaction record/ charge slip and sales invoices for a minimum period of 12 months and whenever required, on Pluxee’s request provide the same within 3 business days from the date of request
2.6 Merchant agrees that for the purpose of accepting the payment of transaction through Meal via mobile application, the Merchant agrees for the following;
a.To display the collaterals viz. Q R Code etc as and when provided by Pluxee at the prominent place in its outlet, to enable the Consumer to make payment through mobile application or any other mode of payment.
b.To register the Mobile numbers of its authorised person with Pluxee where the notification will be send on completion of successful transactions.
c.All other terms and conditions of this agreement will be applicable for acceptance of payment through mobile application or any other mode of payment as agreed between the parties.
3. RESPONSIBILITY FOR THE PRODUCTS
3.1 The Merchant hereby represents and undertakes that food or non-alcoholic beverages (excluding tobacco) to be served or delivered to the Consumer shall be hygienic and under hygienic conditions. It is distinctly understood that Pluxee bears no responsibility for the food and non-alcoholic beverages sold by the Merchant including but not limited to Consumer experience.
3.2 The Merchant is solely responsible for resolving any dispute with a Consumer regarding any matter related to the food and non-alcoholic beverages purchased from the Merchant. The Merchant shall make good faith efforts to resolve such disputes in a prompt and fair manner.
3.3 The Merchant agrees to indemnify Pluxee against any losses, damages, claims, suit, proceedings, costs, charges and expenses caused or suffered by Pluxee as a result of quality of the food or non-alcoholic beverages sold or any dispute between the Consumer and Merchant.
4. OBLIGATIONS OF MERCHANT
4.1 The Merchant shall for the duration of this agreement strategically place Pluxee stickers and any other promotional material given by Pluxee from time to time for promoting Meal at all its outlets. The stickers/promotional material shall be placed at such places in their outlets that it is prominently visible to the Consumer as soon as they enter the outlet.
4.2 Merchant is responsible for paying all taxes due in connection with every sales transaction through Meal and shall indemnify and hold harmless Pluxee, including its parent Company and their directors, officers from and against any and all losses relating to its failure to do so, including penalties, assessments, judgments, court costs and litigation expenses, including, without limitation, reasonable attorneys' fees.
4.3 Merchant shall comply with all laws, regulations and rules applicable to its business and shall ensure that the same is complied during the term of this agreement.
4.4 As agreed, Merchant will not at any time discriminate the Consumer in any manner from anybody using any other mode of payment. Non-acceptance of Meal Card and / or charging over and above the value of food and non-alcoholic beverages amounts to a material breach of the Agreement.
4.5 The Merchants installing EDC Terminal at their outlets for acceptance of Meal Card should abide by the terms and conditions described in the attached Appendix. Merchant will ensure that the EDC Terminal is operational during the term of this contract.
4.6 The Merchant agrees to immediately inform about any change in the information as shared with Pluxee including but not limited to change in constitution, name, address, contact person or any other information relevant to this contract. In case of failure to intimate the change, the Merchant will be responsible for the consequences thereof.
5. COMMERCIAL ARRANGEMENT
5.1 Pluxee shall make a payment to the Merchant against the value of settled transactions after deducting there from the amount of service charge or other fees/ charges as per mutually agreed terms and conditions. All applicable taxes and duties shall be borne by the Merchant.
5.2 Pluxee reserves the right to increase every year, its fees based on the inflation (i.e Wholesale Price Index) as published by the Government of India.
5.3 It is expressly provided that neither Pluxee nor the Client shall be liable to pay/ reimburse any extra amount to the Merchant on account of taxes including tax /interest / penalty sought to be collected and /or levied on the Merchant by the Government / Semi-Government authorities and that any liability on this account or on change of government policy is expressly that of the Merchant.
6. SETTLEMENT
6.1 Pluxee shall accept all legitimate transactions that are allowed under this Agreement and tendered by Merchant in accordance with this Agreement.
6.2 The payment will be made by Pluxee electronically through bank transfer for the authorised transactions as per the terms mutually agreed between the parties. In case the payment date happens to be a Sunday or a Bank holiday then the payment will be made on the subsequent working day. The payment will be made for the value of authorised transactions after deducting therefrom the amount of service charge, fee and applicable taxes and duties.
6.3 The Merchant accepts that the data provided by Pluxee and, in particular, those concerning the date and the amount of transactions made, shall serve as proof, between the Parties, for all the said transactions as a whole. It is expressly agreed between the Parties that in the event of disagreement, the data and records produced by Pluxee will prevail over those produced by the Merchant.
6.4 In the event the Merchant disputes the amount paid by Pluxee then the same should be informed to Pluxee within 7 days of receipt of the payment. The transaction slip/ sms notification for the unpaid transaction retained by the Merchant will be submitted to Pluxee for verification. Pluxee will verify the same and determine if the same is payable. The amount determined by Pluxee to be payable to Merchant shall be conclusive.
7. RETURNS, CHARGE BACK AND DISPUTES
7.1 Any Transaction entered by the Merchant in any of the following circumstances shall be the final responsibility of Merchant notwithstanding that the Transaction was accepted or paid by Pluxee and the Merchant agrees to Pluxee's charging back of the Transaction without any demur or protest:
a. Transactions which are not in conformity with the provisions of this Agreement
b. Transactions where the Meal is altered or mutilated
c. In the event, the Meal is swiped more than once for the same transaction.
d. In case where the settlement amount paid by Pluxee is more then what is due to the Merchant or the payment is made by Pluxee erroneously more than once for the same transactions.
e. Transactions which are fraudulent, collusive , illegal or otherwise irregular in an manner whatsoever.
f. Transactions incurred outside the territory authorized for use of the Meal.
g. Transactions where the charge slip is incomplete or illegible or is otherwise irregular any charge for merchandise or service sold or provided to the Consumer at a price which is in excess of the advertised price or in excess of the price charged to the general public for the goods or service.
h. Transactions where the Consumer asserts a claim for set-off or counter claim against the Merchant or disputes his / its liability for any reason whatsoever.
7.2 In the event the Merchant does not agree to the charge back of transaction raised by Pluxee, the same needs to be established through submission of original charge slip or by substantiation of facts via other acceptable documents.
7.3 If Pluxee is entitled to charge back any transaction or is entitled to payment or reimbursement from the Merchant of any amount under this Agreement, Pluxee may at it‘s discretion, give effect to such charge back entitlement through any one or more of the following methods:
a. deduction of the relevant amount or any part thereof from any payments to Merchant
b. billing the Merchant for the bill amount or any part thereof and Merchant agreeing to pay the amount of the bill forthwith upon receipt of the same without any demur or protest.
8. MARKETING & INTELLECTUAL PROPERTY
8.1 Pluxee shall publish a Merchant directory which contains a list of the outlets of its network Merchant partners. Pluxee shall be entitled to include information relating to the logo/ trademark including products and services offered by the Merchant in the directory. The directory may be made available to the Client or Consumer.
8.2 The Merchant grants to Pluxee a limited and non-exclusive license to utilize Merchant's trademarks, trade name and logo to promote and use Meal/Resto . It is clearly understood and agreed that mention of the Merchant in the Merchant directory, whether in printed or electronic form is not in any way intended to promote the business of the Merchant nor does Pluxee make any representation in respect of the same.
8.3 The Merchant shall not use Pluxee's name/brand name or logo in any literature, advertisement or communication to third party unless consented in writing by Pluxee.
8.4 All the intellectual property of Pluxee including its systems , software's, trade mark and other intangibles will at all point of time remain exclusive property of Pluxee. Pluxee confers no intellectual property right of any type whatsoever to the Merchant under this agreement.
9. CONSUMER DATA
9.1 Pluxee will not share any personal data of the Consumer to the Merchant for acceptance of Pre-paid payment instrument issued by Pluxee. However, if the Merchant collects any personal data directly from the Consumer for any reason, Pluxee will not be responsible or liable for the data that is directly collected by the Merchant from the Consumer. In case of any claim is received by Pluxee from the Consumer for the misuse of the data that is collected directly by the Merchant; the Merchant agrees to indemnify and hold harmless Pluxee in this regard.
10. INDEMNITY
10.1 The Merchant agrees to defend, indemnify and hold Pluxee harmless from and against any material claim, liability, demand, loss , damage, legal cases , judgment or other obligation or right of action, which may arise as a result of
a. breach of any provision of this Agreement
b. misrepresentation by the Merchant to Pluxee or the Consumer
c. breach of confidentiality or data protection obligations
d. any failure by Merchant to perform its obligations under this Agreement
e. Any issues arising out of statutory non-compliance in respect of item supplied by Merchant including but not limited to any action taken by statutory, central or state government authorities.
10.2 In no event shall 'Pluxee' be liable for any direct, indirect, punitive, incidental, special, consequential damages or any other damages whatsoever including, without limitation , damages with regards to the quality of the food and non-alcoholic beverages purchased by the Consumer (including but not limited to Consumer experience) or with regards to arrangement covered herein.
11. TERMINATION
11.1 If the Merchant commits a material breach of any covenants, representations, warranties or does not comply or abide by the terms and conditions of this Contract then Pluxee reserves the right to terminate this agreement with immediate effect by sending a written Notice to the Merchant at the business address indicated in the Merchant Application Form,
11.2 Either party can terminate this Contract at any time by giving the other party not less than three months prior written notice in writing send by Registered A/D or by physical hanadover to their Business address.
11.3 Upon termination of this Contract, the Merchant shall hand over to Pluxee all promotion material and EDC Terminal within seven (7) days of such termination.
12. REGULATORY
12.1 The Meal are classified as Prepaid Payment Instruments as defined under the Reserve Bank of India (Issuance and Operation of Preparid Payment Instruments) Directions which is governed by the Payment and Settlement Systems Act , 2007 ['PSS Act , 2007'] All relevant Regulations will be binding on the Issuer, Client, Consumer and the Merchant as applicable from time to time.
12.2 In compliance with RBI directions issued under PSS Act, 2007, the amount received from the Client for value of Meal is deposited in an Escrow Account with the Bank, to ensure honoring of payments against valid Meal transactions to the Merchant. The detail of the Escrow Agent is mentioned on our website www.pluxee.in
12.3 Merchant agrees to provide Pluxee with necessary information/documents as may be required to comply with Know Your Client/ Anti- Money Laundering & Combating Financial Terrorism Guidelines issued by RBI including any amendments thereto.
12.4 The Merchant should immediately report all the suspicious transactions as defined under Anti-Money Laundering Guidelines to Pluxee. To access our help line numbers kindly visit our website www.pluxee.in
12.5Any change in the Government Policies, Rules or Regulations or any enactments or amendments thereto shall be applicable to the Merchant from time to time.
13. MISCELLEANOUS
13.1 Pluxee will act as co-ordinating agent between the Consumer and the Merchants, and the reimbursement of value of transactions on Meal by Pluxee to the Merchant will constitute a valid discharge of the Consumer's obligation to pay directly to the Merchant.
13.2 Neither Pluxee nor the Merchant shall be liable for any breach of this Contract caused by force majeure events such as Acts of god, fire, lightning, explosion, flood, inclement weather conditions , strikes , lockout or any other cause beyond the control of either party.
13.3 Pluxee reserves the right, at its sole discretion from time to time to vary any terms and conditions herein contained upon written notice of not less than thirty (30) days to the Merchant at the business address indicated in the application form.
13.4 If any Dispute arising between the parties is not amicably settled within Thirty (30) days of commencement of attempts to settle the same , the Disputes shall be referred for arbitration under the provisions of the Indian Arbitration and Conciliation Act 1996 by mutually appointing one Arbitrator and the arbitration proceeding shall be held in Mumbai in English language.
13.5 This Contract will be construed in accordance with and governed by the Laws of India and each party agree to submit to the exclusive jurisdiction of the courts in Mumbai, India.
13.6 In case of any query or need for support the Merchant can call us on 022-69196919/022-49196919 or visit: www.pluxee.in
13.7 All Correspondence relating to the arrangement covered by this Contract should be addressed to:
VP - Merchant Pluxee India Private Limited., 503& 504, B Wing , 5th Floor , Hiranandani Fulcrum , Sahar Road, Andheri(E) Mumbai-400 099 .
13.8 Merchant warrants and guarantees that the signatory signing this Contract is authorized to sign this Contract and bind the Merchant to this Contract. Such authority of the signatory hereto shall not be questioned or challenged by the Merchant at any time.
13.9 The Merchant is advised to submit to Pluxee any updates to their document submitted for KYC, within 30 days of the update to these documents for the purpose of keeping the KYC documents up to date on Pluxee's side in order to comply with the PMLA Rules.
APPENDIX
EQUIPMENT/EDC TERMINAL
1.The EDC Terminal will be provided and installed at the Merchants Outlet by or on behalf of Pluxee or its third party Vendor appointed for the purpose of deployment and management of EDC Terminal.
2. In case of PSTN, the Merchant agrees to arrange and pay for the installation of telephone lines and data communication cost as may be required to operate the EDC Terminals. However, in the event of MPOS, the Merchant will arrange and pay for the Smart Phone in addition to cost of SIM Card and data communication to operate the EDC Terminal.
3. The ownership of the EDC Terminals will not transfer to the Merchant. In the event of termination of this agreement, the Merchant will return these EDC Terminals to Pluxee or its authorized partners immediately and in good working condition. Merchant is requested to keep acknowledgment letter of return of the machine for a period of 18 months.
4. The Merchant is responsible to take reasonable and necessary care of the EDC Terminal. The Merchant will be liable in case of any physical damage or any loss/ theft of the EDC Terminal. Any damage to the EDC Terminal or any of its parts due to its negligence or willful default will be the responsibility of the Merchant.
5. In case of any damage or loss/ theft of the EDC Terminal as mentioned in Point no.4; the Merchant agrees to pay or permit Pluxee to recover the repair or replacement cost of the EDC Terminal from the monthly reimbursement payable to the Merchant. The cost of recovery for complete loss of EDC Terminal are as under; -INR 12000 for PSTN Terminal; -INR 15,000 for GPRS Terminal; and -INR 4,500 for MPOS.
6. In the event, the reimbursement amount is not sufficient to recover the above cost, then the Merchant will issue the cheque in favour of 'Pluxee India Private Limited' against the debit note raised by Pluxee for the repair and replacement cost of the EDC Terminal.
7. The paper rolls will be provided by Pluxee or its third party Vendor and the same will be refilled periodically.
8. The Merchant will co-operate and extend support to the representative of Pluxee visiting their premises, for installation of EDC Terminal or its periodic maintenance.
9. If the EDC terminal installed at the Merchant outlet becomes non-functional, the Merchant should immediately log a call at the numbers communicated to them at the time of deployment of EDC Terminal